These terms and conditions of use for the Benee Foundation Platform, constitute a legal agreement and are entered into by and between you (“you”, “Client”) and Benee-fit Technologies Inc. ("Company", “Benee”, "we", "us", "our"). The following terms and conditions, together with any documents and/or additional terms they expressly incorporate by reference (collectively, these "Terms of Use"), govern your access to and use, including any content, functionality, products and services offered on or through www.benee.ca (the "Website") and Foundation Platform (the “App”, “Platform”).

BY CLICKING TO ACCEPT THE TERMS OF USE, YOU ACCEPT AND AGREE TO BE BOUND AND COMPLY WITH THESE TERMS OF USE. IF YOU DO NOT AGREE TO THESE TERMS OF USE OR OUR PRIVACY POLICY OR OUR TERMS, YOU MUST NOT ACCESS OR USE THE WEBSITE AND APP.

We reserve the right in our sole discretion to revise and update these Terms of Use from time to time, including but not limited to, adding new terms and conditions. Any and all such modifications are effective immediately upon posting and apply to all access to and continued use of the Website and App. You agree to periodically review the Terms of Use in order to be aware of any such modifications and your continued use shall be your acceptance of these.

The information and material on the Website and App, and the Website and App, may be changed, withdrawn, or terminated at any time in our sole discretion without notice. We will not be liable if, for any reason, all or any part of the Website and App is restricted to users or unavailable at any time or for any period.

1.1 Platform Access

Benee shall provide the Client with access to the Benee’s proprietary Foundation Platform (the "Platform"), comprising:

(a) the Benee Quote Engine: a secure, web-based application for the preparation, comparison, and analysis of carrier quotes and the generation of market reports;

(b) the Benee Foundation Portal: a centralized operational application for the management of group benefits workflows, client records, policy administration, and renewal tracking; and

(c) all related code, systems, tools, algorithms, databases and analytics necessary for processing the above;

Which shall be provided subject to the terms and conditions as described in this Agreement and any schedules thereto.

1.2 Delivery

Access to the Platform shall be delivered through a website. The Platform will not be downloaded or installed on the Client's website or internal systems.

2.1 Permitted Use

The Client shall use the Platform solely for internal managing general agency (“MGA”) and brokerage operations purposes, including quote preparation, client management, renewal processing, and group benefits administration. Use of the Platform for any purpose not expressly permitted under this Agreement is prohibited.

2.2 Authorized Users

The Platform is accessed through a login and password. The Client shall designate certain individuals under its employ to each be an “Authorized User” of the Platform, and each Authorized User will receive unique login credentials. The Client shall be responsible for all acts and omissions of its Authorized Users. The Client shall ensure that each Authorized User is trained in use of the Platform prior to granting access thereto. Your provision of registration information, information you add to your user account profile, any submissions you make to the App and any information you provide to us by e-mail or other means, constitutes your consent to all actions we take with respect to such information.

2.3 Data Accuracy and Lawful Collection

The Client represents and warrants that all data uploaded to the Platform is accurate, current, and collected and disclosed to Benee with all consents and any other required legal authority required under applicable legislation.

2.4 Permitted Uploads

The Client may upload to the Platform:

(a) Business Contact Information of Authorized Users and of personnel at the Client's managed and prospective companies;

(b) employee census data required for group benefits quote preparation, subject to the Census Data Lifecycle set forth in Section 7;

(c) carrier quotes, plan documents, renewal packages, and aggregate carrier experience reports; and

(d) company-level information and operational records pertaining to the Client's managed companies.

2.5 Prohibited Uploads

The Client shall not upload to the Platform:

(a) individual claims data or individual claims history;

(b) individual medical records, diagnostic information, prescription history, or treatment information;

(c) individual financial data unrelated to benefits eligibility;

(d) personal information of any individual unless otherwise permitted under these T&Cs; or

(e) any data that the Client does not have lawful authority to disclose to Benee under applicable federal, provincial, local, or international law or regulation including, without limitation, any laws regarding the export of data or software, patent, trademark, trade secret, copyright, or other intellectual property, legal rights (including the rights of publicity and privacy of others) or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with these T&Cs.

2.6 Notification

The Client shall notify Benee in writing without undue delay upon becoming aware of any unauthorized access, security incident, or data discrepancy affecting Client data on the Platform.

2.7 Company has the right, at its sole discretion, without provision of notice and without any liability or cost to us to:

• At all times, take such actions with respect to any User Submission deemed necessary or appropriate in our sole discretion, including, without limitation, for violating the Website, the App, and/or Terms of Use.
• Take appropriate legal action, including, without limitation, referral to law enforcement or regulatory authority, or notifying the harmed party of any illegal or unauthorized use of the Website and App. Without limiting the foregoing, we have the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone submitting information through the Website and/or App.
• Terminate or suspend your and/or all users access to all or part of the Website and/or App for any or no reason, including, without limitation, any violation of these Terms of Use. Upon termination, all licenses and rights granted to you under these Terms of Use will cease.

YOU WAIVE AND HOLD HARMLESS THE COMPANY AND ITS PARENT, SUBSIDIARIES, AFFILIATES, AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, CONTRACTORS, LICENSORS, LICENSEES, SUPPLIERS, SUCCESSORS OR ASSIGNS FROM ANY AND ALL CLAIMS RESULTING FROM ANY ACTION TAKEN BY THE COMPANY AND ANY OF THE FOREGOING PARTIES RELATING TO ANY INVESTIGATIONS BY EITHER THE COMPANY OR SUCH PARTIES OR BY LAW ENFORCEMENT AUTHORITIES.

In the event of technical issues with the Website and/or App, you may temporarily lose access to the Website and/or App, your account details, or encounter difficulties completing transactions. While we will make reasonable efforts to inform you about the resolution timeframe, we cannot provide explicit guarantees or express warranties on service restoration timelines. Any time guidance offered during technical difficulties should be treated as an estimate only and not relied upon absolutely.

2.8 For your convenience, the Website and App may provide links or pointers to third-party sites. We make no representations about any other websites that may be accessed from the Website and App. If you choose to access any such sites, you do so at your own risk. We have no control over the contents of any such third-party sites and accept no responsibility for such sites, the accuracy or reliability of information, data, opinions, advice or statements made on these websites or for any loss or damage that may arise from your use of them. You are subject to any terms and conditions of such third-party sites.

You agree that neither the Company nor its parent, subsidiaries, affiliates, and their respective directors, officers, employees, agents, service providers, contractors, licensors, licensees, suppliers, successors or assigns is liable to you or any third party for any suspension, interruption or discontinuance of the Website and/or App.

7. DATA PRIVACY, DATA LIFECYCLE, AND EXPORT RIGHTS

7.1 Processing Roles

The owner of the Website and App is based in the Province of Ontario in Canada. We provide the Website and App for use only by persons located in any jurisdiction where its access or use is permitted by applicable laws. The Website and App is not intended for use in any jurisdiction where its access or use is not permitted by law or regulations or which would subject us to any registration requirements within such jurisdictions or country. If you access or use the Website and App from outside Canada, you do so at your own risk and you are responsible for compliance with all applicable laws of your jurisdiction. We make no representation or warranty that any information or materials on the Website and App are lawful in every jurisdiction from which such information or materials can be accessed or available for use.

For the purposes of applicable privacy legislation, including the Personal Information Protection and Electronic Documents Act ("PIPEDA") and Quebec's Act respecting the protection of personal information in the private sector ("Law 25"), the Client is the controller and Benee is the data processor in respect of all personal information uploaded to or processed through the Platform.

7.2 Census Data Lifecycle

(a) The Platform processes and temporarily stores employee census data uploaded by the Client for the sole purpose of group benefits quote preparation.

7.3 Aggregate Demographic Data

Benee shall retain aggregate group demographic data, including average age, sex distribution, and province of residence, for ongoing operational and analytical use. Aggregate demographic data shall not be stored in a form that permits re-identification of individual plan members.

7.4 Access Controls and Logging

Access to personal information on the Platform shall be restricted to Authorized Users designated by the Client and to Benee personnel with a documented operational need. All access to personal information shall be logged. Raw access logs are maintained internally by Benee for security operations and incident response purposes.

8. INTELLECTUAL PROPERTY

8.1 Benee IP

(a) All intellectual property rights in the Platform, including without limitation the underlying software, source code, tools, architecture, algorithms, data models, databases, analytics, user interface designs, documentation, and any modifications, enhancements, or derivative works thereof, are and shall remain the sole and exclusive property of Benee.

(b) Nothing in this Agreement transfers any ownership interest in the Platform, or Benee’s intellectual property rights therein, to the Client.

8.2 License to Client

The Client shall not, and shall not permit any third party to:

(i) reverse engineer, decompile, disassemble, or attempt to derive the source code of the Platform;

(ii) copy, modify, translate, adapt, or create derivative works based on the Platform;

(iii) sublicense, lease, rent, sell, distribute, or otherwise commercially exploit the Platform or access to the Platform;

(iv) remove, obscure, or alter any proprietary notices on the Platform;

(v) use the Platform to develop a competing product or service; or

(vi) access the Platform to scrape, harvest, or extract data.

8.3 Client Data

(a) All personally identifiable information in Census Data uploaded to or generated through the Platform by the Client, including without limitation carrier quotes, company records, market reports, client lists, operational data, and aggregate demographic data attributable to the Client's managed companies, shall remain the sole and exclusive property of the Client.

(b) Notwithstanding the terms of Section 8.3(a), Benee may use Client data if it has been, in accordance with applicable law, aggregated and anonymized such that it cannot be associated with the Client or any individual employee thereof.

8.4 Client Brand and Relationships

(a) The Client's brand assets, including logos, trade names, trademarks, and colour schemes, remain the sole property of the Client.

(b) The Client's relationships with its brokers, advisors, plan sponsors, managed companies, and prospective clients are the property of the Client. Nothing in this Agreement grants Benee any rights to the Client's client relationships, book of business, or distribution channels.

8.5 White-Label License

(a) Benee grants the Client a limited, non-transferable, limited and revocable license to display the Client's brand assets on the Client-facing interface of the Platform during the term of this Agreement, in accordance with Schedule B.

(b) The license does not transfer any ownership of the underlying Platform, its design, or its functionality to the Client.

(c) Specific custom development work, where commissioned, shall be governed by a Statement of Work referenced in Schedule B.

8.6 Feedback

Where the Client provides Benee with feedback, suggestions, or recommendations regarding the Platform, the Client grants Benee a perpetual, irrevocable, royalty-free license to use such feedback for any purpose, including incorporation into the Platform, without obligation to the Client.

9. WARRANTIES AND DISCLAIMERS

9.3 Disclaimer

YOU UNDERSTAND AND AGREE THAT YOUR USE OF THE WEBSITE, THE APP, ITS CONTENT, AND ANY SERVICES IS AT YOUR OWN RISK. THE WEBSITE, THE APP, ITS CONTENT, AND ANY SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

NEITHER THE COMPANY NOR ITS PARENT, SUBSIDIARIES, AFFILIATES, OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, CONTRACTORS, LICENSORS, LICENSEES, SUPPLIERS, SUCCESSORS OR ASSIGNS MAKE ANY WARRANTY, REPRESENTATION, OR ENDORSEMENT WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, SUITABILITY, ACCURACY, CURRENCY, OR AVAILABILITY OF THE WEBSITE, THE APP, ITS CONTENT AND ANY SERVICES. WITHOUT LIMITING THE FOREGOING, NEITHER THE COMPANY NOR ITS PARENT, SUBSIDIARIES, AFFILIATES OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, CONTRACTORS, LICENSORS, LICENSEES, SUPPLIERS, SUCCESSORS OR ASSIGNS REPRESENT OR WARRANT THAT THE WEBSITE, THE APP, ITS CONTENT, OR ANY SERVICES WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR WEBSITE AND APP OR THE SERVER THAT MAKES THE WEBSITE AND APP AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

WE CANNOT AND DO NOT GUARANTEE OR WARRANT THAT FILES OR DATA AVAILABLE FOR DOWNLOADING FROM THE INTERNET OR THE WEBSITE AND APP WILL BE FREE OF VIRUSES OR OTHER DESTRUCTIVE CODE. YOU ARE SOLELY AND ENTIRELY RESPONSIBLE FOR YOUR USE OF THE WEBSITE AND APP AND YOUR DEVICE, INTERNET, AND DATA SECURITY. TO THE FULLEST EXTENT PROVIDED BY LAW, WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY DENIAL-OF-SERVICE ATTACK, DISTRIBUTED DENIAL-OF-SERVICE ATTACK, OVERLOADING, FLOODING, MAILBOMBING, OR CRASHING, VIRUSES, TROJAN HORSES, WORMS, LOGIC BOMBS, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR DEVICE, COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE WEBSITE AND APP OR ANY SERVICES OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT.

10. LIMITATION OF LIABILITY

10.1 Cap on Aggregate Liability

EXCEPT WHERE SUCH EXCLUSIONS ARE PROHIBITED BY LAW, UNDER NO CIRCUMSTANCE WILL THE COMPANY NOR ITS PARENT, SUBSIDIARIES, AFFILIATES OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, CONTRACTORS, LICENSORS, LICENSEES, SUPPLIERS, SUCCESSORS OR ASSIGNS BE LIABLE FOR NEGLIGENCE, GROSS NEGLIGENCE, NEGLIGENT MISREPRESENTATION, FUNDAMENTAL BREACH, DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING, BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OR DAMAGE TO DATA ARISING OUT OF THE USE OR INABILITY TO USE THE WEBSITE AND APP, DAMAGES RESULTING FROM USE OF OR RELIANCE ON THE INFORMATION PRESENT AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, BREACH OF PRIVACY, OR OTHERWISE, EVEN IF THE PARTY WAS ALLEGEDLY ADVISED OR HAD REASON TO KNOW, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, OR RELIANCE ON, THE WEBSITE, ANY LINKED WEBSITES OR SUCH OTHER THIRD-PARTY WEBSITES, THE APP, NOR ANY WEBSITE AND APP CONTENT, MATERIALS, POSTING, OR INFORMATION THEREON EVEN IF THE PARTY WAS ALLEGEDLY ADVISED OR HAD REASON TO KNOW.

10.2 Exclusion of Indirect Damages

NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OPPORTUNITY, OR BUSINESS INTERRUPTION, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, WHETHER OR NOT THE POSSIBILITY OF SUCH DAMAGES WAS DISCLOSED TO OR REASONABLY FORESEEABLE BY THE PARTY AGAINST WHOM LIABILITY IS ASSERTED.

11. INDEMNIFICATION

11.1 Client Indemnification of Benee

The Client shall defend, indemnify, and hold Benee harmless from and against any third-party claim arising from:

(a) the Client's breach of this Agreement;

(b) the Client's violation of applicable laws or regulations;

(c) the Client's misuse of confidential, proprietary, or personal data;

(d) the content, accuracy, or lawfulness of data uploaded by the Client to the Platform; or

(e) the acts or omissions of the Client and its Authorized Users.

16. ASSIGNMENT

16.1 General Restriction

(a) Client may not assign or transfer this Agreement, in whole or in part, without the prior written consent of the other Party, which consent shall not be unreasonably withheld.

(b) Any purported assignment in violation of this Section 16 shall be void and of no effect. In such a case, Benee may elect to terminate this Agreement immediately.

18. GENERAL PROVISIONS

18.1 Entire Agreement

This Agreement, including all Schedules and any executed Statements of Work and Enterprise Addenda, constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior discussions, representations, communications, and agreements between the Parties, whether written or oral.

18.4 Severability

If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect, and the Parties shall negotiate in good faith to replace the invalid provision with a valid provision that most closely reflects the original intent of the Parties.

18.5 No Third-Party Beneficiaries

This Agreement is entered into for the benefit of the Parties and their permitted successors and assigns. No third party shall have any rights under this Agreement.