Terms of Service

Effective Date:: July 30, 2026
Last Updated:: July 30, 2026

These Terms of Service ("Terms") are an agreement between you and Elrond Health Inc., a Delaware corporation doing business as Rivendell and, in California, as Rivendell Insurance & Administration Services ("Rivendell," "we," "us," or "our"). They govern your use of rivendell.health and the websites, portals, mobile applications, support channels, and administrative tools that link to these Terms (collectively, the "Services").

If you use the Services for an employer, group health plan, brokerage, or another organization, "you" includes that organization, and you represent that you have authority to bind it. A signed agreement between Rivendell and an employer, plan, broker, or other organization controls if it conflicts with these Terms.

Please read these Terms. By creating an account, clicking to accept, or using the Services after being given access to them, you agree to these Terms. If you do not agree, do not use the Services.

1. Important role and document distinctions

Rivendell's role depends on the service

Rivendell may provide technology, licensed insurance producer or brokerage services, authorized third-party administration, customer support, and other services under separate agreements. Its role depends on the transaction and contract. Operating the Services does not by itself make Rivendell your employer, health care provider, health plan, insurer, bank, HSA custodian, or plan fiduciary.

An employer-sponsored self-funded group health plan is funded by the employer or plan trust. It is not health insurance issued by Rivendell. Stop-loss insurance, when purchased by the employer or plan, protects the employer or plan against covered financial exposure. It does not provide benefits directly to members.

Brokerage role and compensation

When Rivendell acts as an insurance producer or broker, the proposal, compensation disclosure, and signed customer agreement identify its services and transaction-specific role. Rivendell may receive commissions or other compensation from an insurer, stop-loss carrier, administrator, or other vendor, and may receive fees from an employer or plan. Those payments can vary by product or arrangement.

Rivendell will provide material compensation and conflict information required by applicable insurance and employee-benefit law. A customer should review the transaction-specific disclosure before selecting or renewing a product. These general Terms do not replace that disclosure.

For an ERISA plan, Rivendell provides the service and compensation information required by ERISA section 408(b)(2) when that rule applies. Stop-loss proposals and customer agreements identify transaction-specific compensation as required by applicable law.

Plan and partner documents control

These Terms govern use of the Services. They do not create, change, or replace health benefits. The applicable plan document, Summary Plan Description, Summary of Benefits and Coverage, enrollment materials, amendments, claims and appeals procedures, and legally required notices (collectively, "Plan Documents") control eligibility, coverage, exclusions, cost sharing, claims, appeals, and benefits.

The following documents also control their subjects:

a cardholder agreement controls a payment card
an HSA custodial agreement controls an HSA
a bank's or payment provider's agreement controls its account-linking, ACH, or payment service
a provider's agreement and professional judgment control health care
a signed employer, plan, broker, or administrative-services agreement controls the contracted service

If an app display or other Service conflicts with a controlling document, the controlling document governs. Contact Rivendell if you see a conflict.

2. The Services

Depending on your role, plan, employer, location, and release version, the Services may let you:

review public plan information and illustrations
request or prepare a quote
manage employer, broker, census, enrollment, eligibility, and dependent information
review benefits, balances, reimbursements, explanations, and plan documents
submit reimbursement requests, invoices, receipts, lab reports, and other files
link a bank account or authorize premium, copay, or other plan-related transactions
request or manage a payment card and review card or HSA activity
search for providers, request scheduling help, and communicate with support
use assistant, extraction, or other automated features
sign documents and receive notices electronically

Features may differ by account. A feature shown in the Services is not a promise that it is included in your plan or available in every location.

3. Eligibility, authority, and accounts

You must be at least 18 years old and able to form a binding agreement to create your own account. A parent, legal guardian, plan representative, or other authorized person may provide information or act for another individual when permitted by law and the applicable plan.

You agree to:

provide complete and accurate information
update information when it changes
use another person's information only with legal authority
keep credentials and devices secure
promptly report suspected unauthorized access
follow any identity, eligibility, or authority verification process

You are responsible for activity under your account until you report unauthorized use. Do not share credentials or access information you are not authorized to see.

Rivendell may reject, suspend, or limit an account if identity, authority, eligibility, or security cannot be verified. Account access does not by itself establish plan eligibility or coverage.

4. Enrollment, eligibility, and quotes

Quotes, rates, contribution examples, and plan illustrations are estimates until the authorized parties complete underwriting, execute the required agreements, and confirm an effective date. An online submission does not bind coverage.

You are responsible for reviewing enrollment and census information before submission. Employers, plan sponsors, and authorized representatives are responsible for confirming employee and dependent eligibility under the Plan Documents.

Rivendell may correct clerical, calculation, or display errors. We will not change an executed plan or binding quote except through the process allowed by the controlling documents and law.

5. Benefits, providers, reimbursements, and payments

Benefit, balance, reimbursement, provider, price, or payment information shown in the Services is administrative information. It may be incomplete, estimated, delayed, or subject to the plan's final determination and reconciliation. It is not a guarantee that:

a person or service is eligible or covered
a provider is available, licensed, appropriate, or willing to accept a payment arrangement
an estimate equals the final allowed amount or member responsibility
a reimbursement, card transaction, or transfer will be approved

Use the claims and appeals process in the Plan Documents to dispute a benefit determination. Nothing in these Terms shortens a statutory deadline, waives an ERISA or other benefit right, or replaces an external-review right.

Rivendell does not direct a provider's clinical judgment. You choose whether to contact or receive care from a provider.

6. Health, tax, financial, and AI information

The Services may provide educational information or automated assistance. They do not provide medical diagnosis or treatment, legal advice, tax advice, investment advice, or an emergency service. Do not delay professional care because of information in the Services.

If you believe you have a medical or safety emergency, call 911 or your local emergency number. Do not use an assistant, support message, or scheduling feature for an emergency.

Automated features can misunderstand a prompt, omit context, extract a document incorrectly, or produce an inaccurate response. Review generated or extracted information before relying on or submitting it. A human makes any reimbursement or plan decision that applicable law requires a human to make.

Some automated features send information to a named third-party artificial-intelligence or document-processing provider. Rivendell will give any disclosure and request any permission required by law or an app marketplace before that transfer. The Privacy Policy explains these data flows. If you decline an optional transfer, the related feature may be unavailable.

HSA eligibility and tax treatment depend on law and your circumstances. Consult a qualified tax adviser. Rivendell does not guarantee HSA eligibility or tax treatment.

7. Financial services, cards, and authorizations

Bank linking, ACH, cards, HSA services, and payment processing are provided in part by regulated financial institutions and service providers. Their separate terms and privacy notices apply.

When you initiate or authorize a transaction, you represent that:

you are authorized to use the account or payment method
the information you provide is accurate
the transaction is for a lawful plan or service purpose
Rivendell and its providers may process instructions and required reversals

Transaction status can change because of returns, disputes, reversals, settlement, fraud review, plan eligibility, or partner rules. Report a lost card, unauthorized transaction, or account-linking concern through the channel in the applicable financial agreement.

Nothing in the Services transfers ownership of member HSA funds to Rivendell or changes the rights in the applicable custodial agreement.

8. Organization subscriptions and fees

An employer, plan, broker, or other organization may purchase recurring Services under an order form, proposal, or signed agreement. That document identifies the subscription term, fees, billing schedule, payment method, renewal or termination rules, and any usage-based or third-party charges. The organization authorizes Rivendell and its payment providers to charge the agreed payment method when amounts are due.

Unless the controlling agreement says otherwise, fees are stated in U.S. dollars and exclude applicable taxes. Late, failed, or disputed payments may interrupt organization features after any required notice and cure period. Rivendell will give the notice required by the controlling agreement or law before a material pricing or renewal change. Ending a subscription does not reverse completed transactions or end duties that survive under a plan, financial agreement, or law.

9. Files, messages, and other user material

You retain any rights you have in information and material that you submit ("User Material"). You give Rivendell and its contracted processors a nonexclusive license to host, copy, transmit, format, extract, and otherwise use User Material only to operate, secure, improve, and support the Services as described in the Privacy Policy and applicable agreements.

You represent that you have the right to submit User Material and that doing so does not violate law or another person's rights. Do not upload malicious code or content unrelated to the authorized Service.

Do not send Social Security numbers, complete financial account numbers, detailed health information, or other sensitive information through ordinary SMS, MMS, iMessage, or unsecured email. Use an authorized secure channel when available.

10. Electronic communications and signatures

You consent to receive agreements, Plan Documents, notices, disclosures, and service communications electronically when you separately complete any legally required electronic-consent process. You may request a paper copy or withdraw electronic-delivery consent as described in that process. Withdrawal may limit electronic Service features but does not affect records already delivered or signed.

An electronic signature or acceptance has the same effect as a handwritten signature to the extent allowed by law. You may not sign for another person without authority.

Service messages may include email, push notifications, phone calls, secure messages, SMS, or iMessage. Marketing messages require any consent required by law. The messaging program terms in the Mobile App Terms explain frequency, charges, STOP, and HELP.

11. Acceptable use

You may not:

break a law or violate a person's privacy, publicity, intellectual-property, or plan rights
submit false, fraudulent, or materially misleading information
access an account, record, or system without authorization
bypass security, identity, rate, or access controls
probe or test the Services without written permission
introduce malware or interfere with the Services
scrape, copy, or use the Services to build a competing data set or model except as law permits
use outputs to make an unlawful discriminatory decision
use the Services for an unauthorized commercial purpose
help another person do any of these things

We may investigate suspected misuse and preserve or disclose information when reasonably necessary to protect the Services, users, plans, partners, or legal rights.

12. Third-party services and links

The Services may link to or interoperate with providers, banks, card networks, app marketplaces, communications platforms, and other third parties. Rivendell does not control an independent third party's service, professional judgment, availability, or terms.

Use of a third-party service is subject to its agreement and privacy notice. A link or integration is not an endorsement except where Rivendell expressly says otherwise.

13. Rivendell intellectual property

Rivendell and its licensors own the Services, software, design, text, trademarks, and other content, except User Material and third-party material. Subject to these Terms, Rivendell grants you a limited, revocable, nonexclusive, nontransferable right to use the Services for their intended purpose.

You may not copy, modify, distribute, sell, lease, reverse engineer, or create derivative works from the Services except as law expressly allows. Feedback may be used without restriction or payment, but Rivendell will not publicly identify you as its source without permission.

14. Privacy and health information

The Privacy Policy explains Rivendell's collection, use, disclosure, retention, and protection of personal information. The California Privacy Supplement provides additional California notices.

Protected health information held for a group health plan is governed by the plan's Notice of Privacy Practices and Rivendell's agreement with the plan. Rivendell may act as a business associate or in another role depending on the service. These Terms do not expand Rivendell's authority to use or disclose protected health information.

15. Availability, changes, and beta features

We work to keep the Services available and accurate, but maintenance, incidents, partner systems, legal requirements, or events outside our control can interrupt them. We may change or discontinue a feature. Where a separate agreement requires notice or continuity, that agreement controls.

A preview, beta, or experimental feature may be incomplete and can change or end without notice. Do not use a beta feature for an emergency or as the sole record of a legally required action.

16. Suspension, account closure, and deletion

You may stop using the Services at any time. The mobile app provides a way to initiate account deletion. Closing account access does not end plan coverage, cancel an employer or plan agreement, reverse a transaction, or require deletion of records that a plan, financial institution, or law requires Rivendell to retain.

We may suspend or terminate access when reasonably necessary to address a material breach, security risk, fraud, loss of eligibility, legal requirement, or termination of the agreement that authorized access. When practical and lawful, we will provide notice and a way to retrieve user-accessible records.

Sections that by their nature should survive will survive, including plan-document priority, intellectual property, disclaimers, liability limits, disputes, and record retention.

17. Disclaimers

To the maximum extent permitted by law, the Services are provided "as is" and "as available." Rivendell disclaims implied warranties of merchantability, fitness for a particular purpose, title, and noninfringement.

Rivendell does not disclaim an express obligation in a signed agreement, Plan Document, cardholder agreement, or applicable law. Some jurisdictions do not allow certain disclaimers, so part of this section may not apply to you.

18. Limits of liability

Nothing in these Terms limits liability that cannot lawfully be limited, limits a benefit payable under a Plan Document, or limits rights under a controlling financial agreement.

To the maximum extent permitted by law, Rivendell will not be liable under these Terms for indirect, incidental, special, exemplary, punitive, or consequential damages, or for lost profits, revenues, goodwill, or data, arising from use of the Services.

For an employer, plan, broker, or other organization, Rivendell's aggregate liability for claims arising solely under these Terms will not exceed the fees that organization paid Rivendell for the Services during the 12 months before the event giving rise to the claim. A controlling signed agreement may provide a different organization liability limit. This paragraph does not apply to a member or consumer acting only in an individual capacity.

These limits do not govern a claim for plan benefits. Some jurisdictions do not allow certain exclusions or limits, so they apply only to the extent lawful.

19. Organization-user responsibility

If you use the Services for an employer, plan, broker, or other organization, that organization will defend and indemnify Rivendell against a third-party claim caused by its unlawful use of the Services, material breach of these Terms, or submission of information without authority. This section does not apply to a member or consumer acting only in an individual capacity. A controlling signed agreement may provide different organization indemnity terms.

20. Disputes and governing law

Contact privacy@rivendell.health first so the parties can try to resolve a Service dispute informally. This request does not pause a legal deadline unless the parties agree in writing or law provides otherwise.

These Terms are governed by New York law, without regard to conflict-of-law rules, except that mandatory federal or state law applies. A dispute arising solely from these Terms may be brought in a state or federal court located in New York County, New York, unless consumer law requires another forum.

This section does not govern a claim for benefits, eligibility, or another right under a group health plan. Follow the claims and appeals procedure in the Plan Documents before seeking judicial review where required.

These Terms do not require arbitration and do not waive participation in a class action.

21. Changes to these Terms

We may update these Terms prospectively. We will post the new version and effective date. If a change is material, we will give notice and request renewed acceptance when required. Changes do not retroactively alter accrued plan benefits, completed transactions, or rights that cannot lawfully be changed.

22. General terms

If a provision is unenforceable, it will be modified only as much as necessary, and the remainder will continue. A delay in enforcement is not a waiver. You may not assign these Terms without our consent. Rivendell may assign them in connection with a merger, reorganization, or transfer of the relevant Services, subject to applicable privacy and notice obligations.

These Terms, the documents they incorporate, and any controlling signed agreement are the entire agreement about use of the Services. Headings are for convenience.

23. Contact and insurance licensing

Elrond Health Inc., 895 Broadway, Floor 5, New York, NY 10003, privacy@rivendell.health, (646) 600-8840

California insurance services are offered under the filed name Rivendell Insurance & Administration Services.

California principal place of business: 156 2nd St, Unit 310, San Francisco, CA 94105
California insurance license number: 6018541
California Department of Insurance entity number: B20260025795
National Producer Number: 22113786
New York producer license number: 1970717
Delaware producer license number: 3004061616

Insurance availability and services vary by state. A license does not imply endorsement by a regulator.