Terms and Conditions of Use -- Benepower Applications 

Effective Date : May 01, 2025

These Terms and Conditions of Use ("Agreement" or “Terms and Conditions”) is a binding agreement between you ("End User" or "you") and Benepower, Inc., a Delaware corporation ("Company"). This Agreement governs your use of all mobile applications, websites, microsites and software platforms provided by the Company, including, without limitation, the mobile application known as Truvo AI (the “Mobile Application”) and the Company's software platform (the “Benepower Platform”), all of which are referred to collectively herein as, the "Applications". The Applications are licensed to you, not sold.

BY CHECKING THE BOX TO ACCEPT THESE TERMS AND CONDITIONS, OR BY DOWNLOADING AND INSTALLING MOBILE APPLICATION OR BY ACCESSING AND USING ANY OF THE APPLICATIONS, YOU: (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT; (B) REPRESENT THAT YOU ARE 18 YEARS OF AGE OR OLDER; AND (C) ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, DO NOT DOWNLOAD, INSTALL, ACCESS OR USE ANY OF THE APPLICATIONS AND DELETE ANY MOBILE APPLICATIONS FROM YOUR MOBILE DEVICE.

Your use of the Applications must be in accordance with the Agreement. If you have a separate written agreement signed by you and the Company that provides you with the right to access and use any of the Applications, then the terms of that separate written agreement shall govern your access and use of those Applications. 

1. License Grant. Subject to the terms of this Agreement, Company grants you a limited, non-exclusive, and nontransferable license to:

   1.  download, install, and use the Mobile Application for your personal, non-commercial use on a mobile device owned or otherwise controlled by you ("Mobile Device") strictly in accordance with the Application's documentation; 

   2. access and use the other Applications provided by the Company, solely for the purpose of enabling your authorized use of the Benepower Platform and 

   3. access and use the Services (as defined in 5) made available in or otherwise accessible through the Applications, strictly in accordance with this Agreement.

2. License Restrictions. Except as may be expressly permitted by applicable law or expressly authorized by the Applications, you shall not: 

   1. copy the Applications, except as expressly permitted by this license;

   2. modify, translate, adapt, or otherwise create derivative works or improvements, whether or not patentable, of the Applications;

   3. reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of the Applications or any part thereof;

   4. remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from the Applications, including any copy thereof;

   5. rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Applications, or any features or functionality of the Applications, to any third party for any reason, including by making the Applications available on a network where it is capable of being accessed by more than one device at any time;

   6. use any robot, spider, or other automatic device, process, or means to access the Applications for any purpose, including monitoring or copying any of the material on the Applications;

   7. use any manual process to monitor or copy any of the material on the Applications, or for any other purpose not expressly authorized in this Agreement, without Company's prior written consent;

   8. frame, mirror, or otherwise incorporate the Applications or any portion of the Applications as part of any other mobile application, website, or service;

   9. use the Applications in any manner that could disable, overburden, damage, or impair the Applications or interfere with any other party's use of the Applications; or

   10. remove, disable, circumvent, or otherwise create or implement any workaround to any copy protection, rights management, or security features in or protecting the Application.

3. Reservation of Rights. You acknowledge and agree that the Applications are provided under license, and not sold, to you. You do not acquire any ownership interest in the Applications under this Agreement, or any other rights thereto other than to use the Applications in accordance with the license granted, and subject to all terms, conditions, and restrictions, under this Agreement. Company and its licensors and service providers reserve and shall retain their entire right, title, and interest in and to the Applications, including all copyrights, trademarks, and other intellectual property rights therein or relating thereto, except as expressly granted to you in this Agreement.

4. Collection and Use of Your Information. You acknowledge that when you download, install, access or use the Applications, Company may use automatic means (including, for example, cookies and web beacons) to collect information about your computer or Mobile Device and about your use of the Applications. You also may be required to provide certain information about yourself as a condition to downloading, installing, or using the Applications or certain of its features or functionality. All information we collect through or in connection with the Applications is subject to our Privacy Policy at https://privacy.benepower.com. By downloading, installing, using, and providing information to or through the Applications, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy.

5. Services. The Applications enable access to and management of employee benefits and healthcare navigation services, which includes, but is not limited to, to benefits administration, health and wellness resources, financial management tools, and personalized healthcare navigation using conversational AI (collectively, the "Services").

6. Medical Disclaimer. The Applications and the Services are not designed to provide medical advice, diagnosis, or treatment. In a medical emergency, immediately call 911. Always seek professional medical advice for your specific medical condition or treatment.

7. Eligibility and Account Registration. To access the Applications and the Services, you must be at least 18 years old and capable of entering into a binding legal agreement. When registering, you must provide accurate, current, and complete information. You are responsible for maintaining confidentiality of your account credentials and must notify the Company immediately of unauthorized account use. You are responsible for any content you submit through our Applications.

8. Communications. The Company may contact you via email, phone, postal mail, or text messages. By providing contact information, you consent to receiving these communications. Standard messaging and data rates may apply. You may opt-out of communications at any time.

9. Geographic Restrictions. The Services are provided only in the United States and are intended for access and use only by persons residing in the United States. You acknowledge that you may not be able to access all or some of the Services outside of the United States and that access thereto may not be legal by certain persons or in certain countries. If you access the Services from outside the United States, you are responsible for compliance with local laws.

10. Updates. Company may from time to time in its sole discretion develop and provide updates to the Applications, which may include upgrades, bug fixes, patches, other error corrections, and/or new features (collectively, including related documentation, "Updates"). Updates may also modify or delete in their entirety certain features and functionality. You agree that Company has no obligation to provide any Updates or to continue to provide or enable any particular features or functionality. Based on your Mobile Device settings, when your Mobile Device is connected to the internet either:

    1. the Mobile Application will automatically download and install all available Updates; or

    2. you may receive notice of or be prompted to download and install available Updates.

You shall promptly download and install all Updates and acknowledge and agree that the Applications or portions thereof may not properly operate should you fail to do so. You further agree that all Updates will be deemed part of the Applications and be subject to all terms and conditions of this Agreement.

11. Third-Party Materials. The Applications may display, include, or make available third-party content (including data, information, applications, and other products, services, and/or materials) or provide links to third-party websites or services, including through third-party advertising ("Third-Party Materials"). You acknowledge and agree that Company is not responsible for Third-Party Materials, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality, or any other aspect thereof. Company does not assume and will not have any liability or responsibility to you or any other person or entity for any Third-Party Materials. Third-Party Materials and links thereto are provided solely as a convenience to you, and you access and use them entirely at your own risk and subject to such third parties' terms and conditions.

12. Term and Termination.

    1. The term of Agreement commences when you check the box to acknowledge your acceptance or when you begin using any of the Applications and will continue in effect until terminated by you or Company as set forth in this 12.

    2. You may terminate this Agreement at any time. 

    3. Company may terminate this Agreement at any time without notice. In addition, this Agreement will terminate immediately and automatically without any notice if you violate any of the terms and conditions of this Agreement.

    4. Upon termination:

       1. all rights granted to you under this Agreement will also terminate; and

       2. you must cease all use of the Applications and delete all copies of the Mobile Application from your Mobile Device and account.

    5. Termination will not limit any of Company's rights or remedies at law or in equity.

13. Disclaimer of Warranties. THE APPLICATIONS ARE PROVIDED TO END USER "AS IS" AND WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, COMPANY, ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES AND ITS AND THEIR RESPECTIVE LICENSORS AND SERVICE PROVIDERS, EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE APPLICATIONS, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, COMPANY PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE APPLICATIONS WILL MEET YOUR REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE, OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS, OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS, OR BE ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF OR LIMITATIONS ON IMPLIED WARRANTIES OR THE LIMITATIONS ON THE APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO SOME OR ALL OF THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU. 

14. Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL COMPANY OR ITS AFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE LICENSORS OR SERVICE PROVIDERS, HAVE ANY LIABILITY ARISING FROM OR RELATED TO YOUR USE OF OR INABILITY TO USE THE APPLICATIONS OR THE SERVICES FOR:

    1. PERSONAL INJURY, PROPERTY DAMAGE, LOST PROFITS, COST OF SUBSTITUTE GOODS OR SERVICES, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, COMPUTER FAILURE OR MALFUNCTION, OR ANY OTHER CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES.

    2. DIRECT DAMAGES IN EXCESS OF ONE HUNDRED DOLLARS ($100.00). 

THE FOREGOING LIMITATIONS WILL APPLY WHETHER SUCH DAMAGES ARISE OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR COMPANY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS OF LIABILITY SO SOME OR ALL OF THE ABOVE LIMITATIONS OF LIABILITY MAY NOT APPLY TO YOU. 

15. Indemnification. You agree to indemnify, defend, and hold harmless Company and its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys' fees, arising from or relating to your use or misuse of the Applications or your breach of this Agreement, including but not limited to the content you submit or make available through this Applications.]

16. Export Regulation. The Applications may be subject to US export control laws, including the Export Control Reform Act and its associated regulations. You shall not, directly or indirectly, export, re-export, or release the Applications to, or make the Applications accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation. You shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the Application available outside the US.

17. Severability. If any provision of this Agreement is illegal or unenforceable under applicable law, the remainder of the provision will be amended to achieve as closely as possible the effect of the original term and all other provisions of this Agreement will continue in full force and effect.

18. Governing Law. This Agreement is governed by and construed in accordance with the internal laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule. Any legal suit, action, or proceeding arising out of or related to this Agreement or the Application shall be instituted exclusively in the federal courts of the United States or the courts of the State of Delaware. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts. 

19. Limitation of Time to File Claims. ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE APPLICATION MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES OTHERWISE SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

20. Entire Agreement; Assignment. This Agreement and our Privacy Policy constitute the entire agreement between you and Company with respect to the Applications and supersede all prior or contemporaneous understandings and agreements, whether written or oral, with respect to the Applications. For clarity, it is acknowledged and understood that if you have a separate written agreement signed by you and the Company that provides you with the right to access and use any of the Applications (e.g. an Order Form for the Benepower Platform), then the terms of that separate written agreement shall govern your access and use of those Applications and such separate written agreement is not superseded by this Agreement. You may not assign this Agreement to any other person or entity. The Company may assign this Agreement to any other person or entity without notice. 

21. Waiver. No failure to exercise, and no delay in exercising, on the part of either party, any right or any power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or power hereunder preclude further exercise of that or any other right hereunder. In the event of a conflict between this Agreement and any applicable purchase or other terms, the terms of this Agreement shall govern. 

22. The Company has the right to modify these Terms and Conditions at any time. Changes will be posted on the Company website. Continued use of the applications after modifications constitutes acceptance of the revised Terms and Conditions.