BENEPLACE

TERMS OF USE

(Last Modified: November 21, 2016)

IMPORTANT – READ CAREFULLY. THESE TERMS OF USE (INCLUDING WITH THE PRIVACY POLICY INCORPORATED HEREIN BY REFERENCE) SET FORTH THE LEGAL AGREEMENT BETWEEN YOU AND BENEPLACE RELATING TO YOUR ACCESS TO AND USE OF THE BENEPLACE SERVICES.

BY CLICKING TO “ACCEPT” OR “AGREE” TO THESE TERMS OF USE WHEN THIS OPTION IS MADE AVAILABLE TO YOU OR BY ACCESSING THE BENEPLACE SERVICES, WHICHEVER IS FIRST TO OCCUR, YOU AGREE THAT YOU HAVE READ THESE TERMS OF USE AND AGREE TO BE LEGALLY BOUND BY THESE TERMS OF USE. IF YOU DO NOT AGREE TO THESE TERMS OF USE, DO NOT CLICK ACCEPT OR AGREE AND DO NOT ACCESS OR USE THE BENEPLACE SERVICES.

Agreement to Terms of Use

These Terms of Use set forth the legal agreement between Beneplace, LLC, a Texas corporation (“Beneplace”, “we”, “us” or similar derivatives), and you relating to your access to and use of (a) any online voluntary benefits website, portal or other platform provided by us or our affiliates that links to or otherwise references that it is subject to these Terms of Use (the “Beneplace Platform”) and (b) any features, functionality, information or services (including content and material) made available by or on behalf of us through the Beneplace Platform (clauses (a) and (b), collectively, the “Beneplace Services”). For the avoidance of doubt, these Terms of Use apply to your access to and use of (x) the Beneplace Services as made available to you by and through any online voluntary benefits portal provided by us on behalf of a non-affiliated company, organization or other entity (a “Sponsor”) for your benefit as an as eligible employee, member and/or participant of the Sponsor (a “Sponsor Portal”) and/or (y) the Beneplace Services as made available to you by and through any online voluntary benefits portal provided by us for your benefit as a direct subscriber to such portal (a “Beneplace Portal”). Beneplace may revise and update these Terms of Use from time to time in Beneplace’s sole discretion. It is your responsibility to check these Terms of Use periodically for changes. Your continued use of the Beneplace Services following the posting of revised Terms of Use means that you accept and agree to the changes.

Your Access to and Use of the Beneplace Services

The Beneplace Platform is operated by Beneplace as an online voluntary benefits platform through which Authorized Users (as defined below) may be permitted to access information (including discounts, rebates or special offers) provided by third party vendors of products and services (“Vendors”). You qualify as an “Authorized User” if you are either (a) an eligible employee, member and/or participant of a Sponsor and accessing the Beneplace Services through a Sponsor Portal or (b) a direct subscriber to a Beneplace Portal and accessing the Beneplace Services through a Beneplace Portal. If you are a direct subscriber to our Beneplace Portal, additional terms and conditions (including subscription fees and other charges) may apply. Any such additional terms and conditions applicable to the Beneplace Portal will be disclosed to you in connection with your subscription to the Beneplace Portal, and will apply to your use of and access to the Beneplace Portal in addition to these Terms of Use. In the event of a conflict, such additional terms and conditions will take precedence over these Terms of Use with respect to your use of and access to the Beneplace Portal.

The Beneplace Services are intended for use only by Authorized Users. If you are not an Authorized User, then you are not authorized to access or use the Beneplace Services.

By accessing or using the Beneplace Services you represent and warrant that: (a) you are over the age of eighteen (18) years old (or such other age of majority recognized under applicable law); (b) competent to enter into these Terms of Use; and (c) an Authorized User of the particular Sponsor Portal or Beneplace Portal (as applicable) through which you are accessing and/or using the Beneplace Services.

Subject to your compliance with the terms, conditions and restrictions set forth in these Terms of Use, Beneplace grants to you a personal, non-commercial, non-exclusive, non-sublicenseable, non-transferable, limited right to access and use the Beneplace Services on the terms, conditions and restrictions set forth in these Terms of Use.

We reserve the right to withdraw or amend the Beneplace Services (in whole or in part), in our sole discretion without notice. We will not be liable if for any reason all or any part of the Beneplace Services are unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Beneplace Services, or the entire Beneplace Services, to users, including you. You are responsible for making all arrangements necessary for you to have access to the Beneplace Services.

To access the Beneplace Services or some of the resources it offers, you may be asked to provide certain registration details or other information. It is a condition of your use of the Beneplace Services that all the information you provide on the Beneplace Services is correct, current and complete. If you choose, or you are provided with, a user name, password or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any third party. You agree to immediately notify us of any unauthorized use of your user name or password or any other breach of security. You also agree to ensure that you exit from your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information. We have the right to disable any user identification code or password, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including, if in our opinion, you have failed to comply with any provision of these Terms of Use.

You may use the Beneplace Services only for lawful purposes and in accordance with these Terms of Use. You agree not to use the Beneplace Services: (a) in any way that violates any applicable federal, state, local and international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the U.S. or other countries); (b) for the purpose of exploiting, harming or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information or otherwise; (c) to transmit, or procure the sending of, any advertising or promotional material, including any "junk mail", "chain letter" or "spam" or any other similar solicitation; (d) to impersonate or attempt to impersonate Beneplace or any other person; (e) to engage in any other conduct that restricts or inhibits any use or enjoyment of the Beneplace Services, or which, as determined by Beneplace, may harm Beneplace, the Sponsor, any Vendor, or any Authorized User or expose any of them to liability.

Additionally, you agree not to: (a) use the Beneplace Services in any manner that could disable, overburden, damage, or impair the Beneplace Services or interfere with the authorized use of the Beneplace Services; (b) use any robot, spider or other automatic device, process or means to access the Beneplace Services for any purpose, including to monitor or copy any of the content on the Beneplace Services; (c) use any manual process to monitor or copy any of the content on the Beneplace Services or for any other unauthorized purpose without our prior written consent; (d) use any device, software or routine that interferes with the proper working of the Beneplace Services; (e) introduce any viruses, trojan horses, worms, logic bombs or other item which is malicious or technologically harmful; (f) attempt to gain unauthorized access to, interfere with, damage or disrupt any parts of the Beneplace Services, the server on which the Beneplace Services are stored, or any server, computer or database connected to the Beneplace Services; (g) attack the Beneplace Services via a denial-of-service attack or a distributed denial-of-service attack; or (h) otherwise attempt to interfere with the proper working of the Beneplace Services.

Intellectual Property Rights

The Beneplace Services and its entire contents, features and functionality (including all information, software, text, displays, images, video and audio, and the design, selection and arrangement thereof), are owned by Beneplace, its licensors or other providers of such content and are protected by United States and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws.

You must not copy, modify, create derivative works of, publicly display, publicly perform, republish, download, store or transmit any of the content on the Beneplace Services, except to: (a) store copies of such content temporarily in RAM; (b) store files that are automatically cached by your Web browser for display enhancement purposes; and (c) print a reasonable number of pages displayed by the Beneplace Services for your personal, permitted use.

You must not: (a) modify copies of any content from the Beneplace Services; (b) use any illustrations, photographs, video or audio sequences or any graphics separately from the accompanying text; or (c) delete or alter any copyright, trademark or other proprietary rights notices from copies of content displayed by the Beneplace Services.

You must not reproduce, sell or exploit for any commercial purposes: (a) any part of the Beneplace Services, (b) any access to the Beneplace Services or (c) any use of the Beneplace Services (including any discounts, rebates and special offers made available by Vendors).

If you print, copy, modify, download or otherwise use any part of the Beneplace Services in breach of the Terms of Use, your right to use the Beneplace Services will cease immediately and you must, at our option, return or destroy any copies of the content you have made. No right, title or interest in or to the Beneplace Services or any content is transferred to you, and all rights not expressly granted are reserved by the Company. Any use of the Beneplace Services not expressly permitted by these Terms of Use is a breach of these Terms of Use and may violate copyright, trademark and other laws.

The Beneplace name, Beneplace.com, and all related names, logos, product and service names, designs and slogans are trademarks of Beneplace or its affiliates or licensors. You must not use such marks without the prior written permission of Beneplace. All other names, brands and marks are used for identification purposes only and are the trademarks of their respective owners.

Privacy Policy

You hereby agree to Beneplace’s Privacy Policy (to view the Privacy Policy, click here) and acknowledge that it applies to your access to and use of the Beneplace Services and any and all information provided by, or collected from, you relating to your access to and use of the Beneplace Services. The terms and conditions of the Privacy Policy are hereby incorporated into these Terms of Use.

Reliance on Information Contained in the Beneplace Services; Disclaimers

Any and all information presented on or through the Beneplace Services is made available solely for general information purposes. In particular, you acknowledge and agree that any information regarding a Vendor, including any discounts, rebates or special offers relating to the products, services or other offerings of a Vendor, is solely the responsibility of such Vendor.

YOU FURTHER ACKNOWLEDGE AND AGREE THAT: (A) ALL INFORMATION PRESENTED ON OR THROUGH THE BENEPLACE SERVICES (INCLUDING ANY INFORMATION REGARDING ANY DISCOUNTS, REBATES OR SPECIAL OFFERS RELATING TO THE PRODUCTS, SERVICES OR OTHER OFFERINGS OF A VENDOR) IS PROVIDED ON “AS IS” BASIS WITH “ALL FAULTS”; (B) BENEPLACE, ITS AFFILIATES, AND THE SPONSOR DO NOT MAKE, AND HEREBY EXPRESSLY DISCLAIM, ANY AND ALL REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO (I) THE ACCURACY, COMPLETENESS, RELIABILITY, EFFECTIVENESS, USE, OR RESULTS OF USE OF ANY INFORMATION PRESENTED ON OR THROUGH THE BENEPLACE SERVICES (INCLUDING ANY INFORMATION REGARDING ANY DISCOUNTS, REBATES OR SPECIAL OFFERS RELATING TO THE PRODUCTS, SERVICES OR OTHER OFFERINGS OF A VENDOR), OR (II) THE BUSINESS, PRODUCTS, SERVICES, OR OTHER OFFERINGS OF ANY VENDOR, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR ANY WARRANTIES OF TITLE OR NON-INFRINGEMENT; AND (C) ANY RELIANCE ON OR USE OF ANY INFORMATION PRESENTED ON OR THROUGH THE BENEPLACE SERVICES (INCLUDING ANY INFORMATION REGARDING ANY DISCOUNTS, REBATES OR SPECIAL OFFERS RELATING TO THE PRODUCTS, SERVICES OR OTHER OFFERINGS OF A VENDOR) BY YOU IS DONE SO AT YOUR OWN RISK.

Links to Vendor and Other Third Party Sites; Disclaimers

The Beneplace Services may contain links to other sites, resources and information provided by Vendors and other third parties (collectively, “Third Party Sites”), including links (such as advertisements, banner ads, and sponsored links) to Third Party Sites embedded or otherwise contained on co-branded Vendor pages on the Beneplace Services. Links to these Third Party Sites are provided solely as a convenience to you, and the Third Party Sites are not a part of the Beneplace Services. Beneplace does not operate, own or control the Third Party Sites. You acknowledge and agree that your access to and use of the Third Party Sites is subject solely to the applicable terms and conditions of use (including, without limitation, privacy policies), if any, of the Third Party Sites. These Terms of Use (including Beneplace’s Privacy Policy) do not apply to any access to or use of any Third Party Sites by you. If you decide to access or use any Third Party Sites, you do so entirely at your own risk.

YOU FURTHER ACKNOWLEDGE AND AGREE THAT: (A) BENEPLACE, ITS AFFILIATES, AND THE SPONSOR ARE NOT RESPONSIBLE FOR (I) ANY THIRD PARTY SITES (INCLUDING ANY INFORMATION PRESENTED, OR TRANSACTIONS CONDUCTED, ON OR THROUGH SUCH SITES), (II) YOUR ACCESS TO OR USE OF ANY THIRD PARTY SITES (INCLUDING ANY TRANSACTIONS YOU CONDUCT ON, THROUGH, OR AS A RESULT OF THEREOF), (III) ANY PRODUCTS, SERVICES OR OTHER OFFERINGS OFFERED OR PROVIDED BY SUCH THIRD PARTY SITE, OR VENDOR, OR (IV) ANY LOSS OR DAMAGE THAT MAY ARISE FROM ANY OF THE FOREGOING; (B) BENEPLACE, ITS AFFILIATES AND THE SPONSOR, DO NOT MAKE, AND HEREBY EXPRESSLY DISCLAIM, ANY AND ALL REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO (I) ANY THIRD PARTY SITES (INCLUDING ANY INFORMATION PRESENTED, OR TRANSACTIONS CONDUCTED, ON OR THROUGH SUCH SITES), (II) YOUR ACCESS TO OR USE OF ANY THIRD PARTY SITES (INCLUDING ANY TRANSACTIONS YOU CONDUCT ON, THROUGH, OR AS A RESULT OF THEREOF). OR (III) ANY PRODUCTS, SERVICES OR OTHER OFFERINGS OFFERED OR PROVIDED BY SUCH THIRD PARTY SITE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR ANY WARRANTIES OF TITLE OR NON-INFRINGEMENT; AND (C) YOUR USE OF ANY THIRD PARTY SITE IS AT YOUR OWN RISK.

Additional Disclaimer of Warranties

YOU UNDERSTAND THAT WE CANNOT AND DO NOT GUARANTEE OR WARRANT THAT FILES AVAILABLE FOR DOWNLOADING FROM THE INTERNET OR THE BENEPLACE SERVICES WILL BE FREE OF VIRUSES OR OTHER DESTRUCTIVE CODE. YOU ARE RESPONSIBLE FOR IMPLEMENTING SUFFICIENT PROCEDURES AND CHECKPOINTS TO SATISFY YOUR PARTICULAR REQUIREMENTS FOR ANTI-VIRUS PROTECTION AND ACCURACY OF DATA INPUT AND OUTPUT, AND FOR MAINTAINING A MEANS EXTERNAL TO THE WEBSITE FOR ANY RECONSTRUCTION OF ANY LOST DATA.

BENEPLACE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE BENEPLACE SERVICES OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY THIRD PARTY SITE LINKED TO IT.

YOUR USE OF THE BENEPLACE SERVICES IS AT YOUR OWN RISK. THE BENEPLACE SERVICES OR ITEMS OBTAINED THROUGH THE BENEPLACE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, “WITH ALL FAULTS”. BENEPLACE, ITS AFFILIATES AND THE SPONSOR DO NOT MAKE, AND HEREBY EXPRESSLY DISCLAIM, ANY AND ALL REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO THE BENEPLACE SERVICES OR ITEMS OBTAINED THROUGH THE BENEPLACE SERVICES, INCLUDING (I) ANY WARRANTIES REGARDING THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF THE WEBSITE, OR (II) THAT THE BENEPLACE SERVICES OR ITEMS OBTAINED THROUGH THE BENEPLACE SERVICES WILL BE ACCURATE, RELIABLE, ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT THE BENEPLACE SERVICES OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE BENEPLACE SERVICES OR ANY ITEMS OBTAINED THROUGH THE BENEPLACE SERVICES WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS, OR (III) ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR ANY WARRANTIES OF TITLE OR NON-INFRINGEMENT.

THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Limitation on Liability

IN NO EVENT WILL BENEPLACE, ITS AFFILIATES OR THE SPONSOR BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR RELATING TO (I) YOUR USE, OR INABILITY TO USE, THE BENEPLACE SERVICES OR ANY THIRD PARTY SITES, (II) ANY TRANSACTIONS YOU CONDUCT ON, THROUGH, OR AS A RESULT OF YOUR USE OF THE BENEPLACE SERVICES OR ANY THIRD PARTY SITE, OR (III) ANY PRODUCTS, SERVICES OR OTHER OFFERINGS OFFERED OR PROVIDED TO YOU BY ANY THIRD PARTY SITE OR ANY VENDOR, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING 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 OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE.

THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Indemnification
You agree to defend, indemnify and hold harmless Beneplace, its affiliates and the Sponsor, and their respective officers, directors, employees, contractors, agents, licensors and suppliers from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys' fees) resulting from your violation of these Terms of Use or your use of the Beneplace Services.

Geographic Restrictions

We (directly or through our third party service providers) host the Beneplace Platform and other online portions of the Beneplace Services in the United States of America, and the Beneplace Services are intended for use by, and directed to, users located in the United States of America. We make no claims that the Beneplace Services or any of its content is accessible or appropriate outside of the United States of America. Access to and use of the Beneplace Services may not be legal by certain persons or in certain countries. If you are a consumer accessing the Beneplace Services from the European Union or other regions with laws or regulations governing personal data collection, use and disclosure that differ from the laws of the United States of America, please be advised that (i) you do so on your own initiative and are responsible for compliance with local laws and (ii) you are transferring your personally identifiable information to the United States of America and you consent to that transfer.

Governing Law and Jurisdiction

These Terms of Use and any dispute or claim arising out of, or related to, them, their subject matter or their formation (in each case, including non-contractual disputes or claims) shall be governed by and construed in accordance with the internal laws of the State of Texas, without giving effect to any conflict of law principles thereof.

Any legal suit, action or proceeding arising out of, or related to, these Terms of Use or the Beneplace Services shall be instituted exclusively in the federal courts of the United States or the courts of the State of Texas, in each case located in Austin, Texas. You agree to waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

Limitation on Time to File Claims

ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OF USE OR THE WEBSITE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

Waiver and Severability

Any waiver by Beneplace of any term or condition of these Terms of Use must be in writing. No waiver of these Terms of Use by Beneplace shall be deemed a further or continuing waiver of such term or condition or any other term or condition, and any failure of Beneplace to assert a right or provision under these Terms of Use shall not constitute a waiver of such right or provision.

If any provision of these Terms of Use is held by a court of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Use will continue in full force and effect.

Entire Agreement

These Terms of Use, including the Privacy Policy (which is incorporated herein by this reference), constitute the sole and entire agreement between you and Beneplace with respect to the Beneplace Services and supersede all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to the Beneplace Services. Each instance in these Terms of Use of the words "include," "includes," and "including" will be deemed to be followed by the words "without limitation." All headings or sections contained in these Terms of Use are for reference purposes only and will not be construed to affect its meaning or interpretation.

Your Comments and Concerns

If you have any comments, requests for technical support and other feedback relating to the Beneplace Services, please contact us at info@beneplace.com. Subject to any applicable restrictions under the Privacy Policy, Beneplace will be free to use such feedback on an unrestricted basis.