Terms and Conditions

1. Definitions

Capitalized terms used in these Terms have the meanings set out below or where first used in the text.

“Agreement”

means the Order Form, these Terms, and any DPA or BAA executed by the parties, taken together.

“Ask Bel”

means the AI question and answer feature of the Service that responds to questions about the plans presented in a Guide.

“Authorized User”

means an individual who is assigned a Builder Seat under Customer’s account or is otherwise permitted by Customer to access the Service, including personnel or of any broker, agency, or other organization to which Customer assigns a Builder Seat or Employer Group capacity.

“BAA”

means a business associate agreement executed by the parties.

“Belong Benefits”

means Belong Benefits Incorporated, a Delaware corporation.

“Belong Benefits Materials”

means the Service, the software, templates, designs, guide frameworks, Documentation, and Usage Data, all modifications and improvements to them, and all intellectual property rights in them.

“Builder Seat”

means a named Authorized User account with build or publish rights.

“Client”

means an employer or other organization for which a Guide is built or published under Customer’s account.

“Confidential Information”

means information disclosed by one party to the other under the Agreement that is designated confidential or that reasonably should be understood to be confidential, including Customer Content, the commercial terms of the Order Form, business and product plans, and security information, but excluding information that is or becomes public through no fault of the recipient, was already known to the recipient, is independently developed, or is rightfully received from a third party.

“Customer”

means the customer identified on the Order Form.

“Customer Content”

means the plan documents, benefit data, branding, and other materials uploaded to the Service by or for Customer, together with Guide User Inputs.

“Documentation”

means Belong Benefits’ then-current documentation and help materials for the Service.

“DPA”

means a data protection addendum executed by the parties.

“Effective Date”

means the effective date stated on the Order Form.

“Employer Group”

means a single employer or other organization for which Customer has a Guide in published status.

“Feedback”

means suggestions, ideas, enhancement requests, or other feedback about the Service provided by Customer or its Authorized Users.

“Fees”

means the fees stated on the Order Form.

“Guide”

means an interactive digital benefits guide built or published through the Service.

“Guide User”

means an individual who views or interacts with a published Guide, including an employee who submits questions to Ask Bel.

“Guide User Inputs”

means questions and other information Guide Users submit to Ask Bel.

“Initial Term”

means the initial term stated on the Order Form.

“Order Form”

means an ordering document for the Service executed by Belong Benefits and Customer that references these Terms.

“Outputs”

means the extracted plan data, calculations, comparisons, Ask Bel responses, and other output the Service generates from Customer Content.

“PHI”

means protected health information as defined under the Health Insurance Portability and Accountability Act of 1996 and its implementing regulations.

“Plan Tier”

means the subscription tier stated on the Order Form.

“Renewal Term”

means each renewal period described in Section 12.1.

“Service”

means the Belong Benefits cloud platform described in Section 3.1, including Ask Bel and the other features described in the Documentation.

“Subprocessor”

means a third party engaged by Belong Benefits to process Customer Content in providing the Service.

“Subscription Term”

means the Initial Term together with each Renewal Term.

“Terms”

means these Terms and Conditions.

“Usage Data”

means data about the operation and use of the Service that does not identify any person, Customer, Client, or Guide User.

2. The Agreement

2.1 Structure. These Terms are incorporated into each Order Form executed by Belong Benefits and Customer. The Order Form, these Terms, and any DPA or BAA executed by the parties together form the Agreement. If they conflict, the BAA controls as to protected health information, then the DPA as to personal data, then the Order Form, then these Terms. Terms in any Customer purchase order are rejected.

2.2 Other Terms Superseded. The Agreement is the entire agreement between the parties regarding Customer’s paid subscription and supersedes any click-through or online terms of service as applied to that subscription and any prior proposals or agreements on the same subject. Guide Users may be shown separate posted terms governing their own use of published Guides; those terms do not modify the Agreement.

2.3 Updates. Belong Benefits may update these Terms by posting a revised version at the page identified on the Order Form and giving Customer notice at least thirty days before the deadline for non-renewal notice under Section 12.1. A revised version is identified by its Last Updated date and applies beginning with the next Renewal Term or, if earlier, the Effective Date of any later Order Form, and the version in effect on the Effective Date governs until then. If the parties attach a copy of these Terms to an Order Form, that copy governs that Order Form and may be amended only in a writing signed by both parties.

3. The Service

3.1 Description. The Service is the Belong Benefits cloud platform that converts benefit plan documents and rates into Guides, including AI-assisted extraction of plan data, guide building and publishing tools, cost and comparison tools, and Ask Bel, as described in the Documentation and subject to the limits on the Order Form.

3.2 Provision Of The Service. During the Subscription Term, Belong Benefits will make the Service available in accordance with the Agreement and will not materially decrease its overall functionality during the then-current Subscription Term. Third-party systems Customer chooses to connect to the Service are governed by their own terms, and Belong Benefits is not responsible for them. Features offered on a preview or beta basis are provided as is, may be modified or withdrawn at any time, and are excluded from Sections 15.1 and 19.

4. Access And Restrictions

4.1 Access Grant. Subject to the Agreement, Belong Benefits grants Customer a non-exclusive, non-transferable right during the Subscription Term for its Authorized Users to access and use the Service, within the limits on the Order Form, for Customer’s internal business purposes and to build, publish, and maintain Guides for its Clients. Builder Seats are for named individuals, may not be shared, and may be reassigned. Customer may assign Builder Seats and Employer Group capacity to brokers, agencies, or other organizations it chooses, provided it does not charge them for that capacity; capacity so assigned remains under Customer’s account and its limits, and an organization that wishes to hold its own account must execute its own Order Form. Customer is responsible for all Authorized Users and for safeguarding credentials, and will promptly notify Belong Benefits of any suspected unauthorized access.

4.2 Restrictions. Customer will not, and will not permit anyone to, (i) resell, sublicense, or lease the Service, or offer it as Customer’s own product, absent a separate written partner agreement with Belong Benefits, (ii) reverse engineer, decompile, or attempt to derive the source code, models, prompts, or underlying structure of the Service except to the extent that restriction is prohibited by law, (iii) use the Service, the Documentation, any Guide or Output, or any knowledge of the Service’s features, workflows, or user interface gained through access to the Service, to build, train, improve, or help anyone else build a product, tool, or workflow that competes with, replicates, or substitutes for the Service or any of its features, whether by human effort, automation, or generative artificial intelligence, and whether for sale, for internal use, or for use with Customer’s Clients, (iv) copy, frame, or mirror any part of the Service, circumvent usage limits or security controls, or scrape data other than Customer’s own Customer Content and Outputs, or (v) use the Service to store or transmit malicious code or unlawful material, or submit protected health information except as permitted by Section 8. Publishing Customer-branded or Client-branded Guides is not a resale. Clauses (ii) and (iii) survive the Subscription Term for as long as the information they protect remains Confidential Information or a trade secret of Belong Benefits, and a breach of them entitles Belong Benefits to the equitable relief described in Section 13.

5. Clients And Guide Users

5.1 The Channel Structure. Customer may use the Service to build and publish Guides for its Clients. Belong Benefits’ obligations under the Agreement run only to Customer. Clients, Guide Users, and any organization whose personnel are Authorized Users under Customer’s account are not parties to the Agreement, have no right to administer the Service, and have no rights under the Agreement as third-party beneficiaries.

5.2 Customer Responsibility. Customer is responsible for the acts and omissions of its Authorized Users, Clients, and Guide Users in connection with the Service and the Guides published under its account as if they were its own and will not make commitments about the Service on Belong Benefits’ behalf. Customer’s relationship with its Clients, including any compensation for Customer’s services, is solely between Customer and its Clients. Customer represents that it has all rights and consents necessary to upload and process the materials it submits for each Client and to publish the resulting Guides to that Client’s Guide Users. Customer represents that it holds, and will maintain during the Subscription Term, all insurance producer licenses required for its activities in each jurisdiction where it publishes Guides.

5.3 Review And Approval Of Guides. Customer is solely responsible for the accuracy and completeness of every Guide it publishes, including plan data extracted by the Service, rates, contributions, calculations, comparisons, and the plan information from which Ask Bel responses are generated. Before publishing a Guide, Customer will have a qualified person review and verify its content against the governing plan documents and carrier materials, and the Service requires an Authorized User to confirm, before a Guide can be published, that the information has been reviewed and is accurate and that the person confirming is authorized to do so. By publishing a Guide, Customer confirms that it has completed that review and accepts responsibility for the Guide’s content. Belong Benefits has no responsibility to Customer, any Client, or any Guide User for any error in a published Guide or for any decision made in reliance on one, and Customer will handle any Client or Guide User claim regarding a published Guide directly and in accordance with Section 17.2. THIS SECTION 5.3 APPLIES EVEN IF AN ERROR IN A PUBLISHED GUIDE ARISES IN WHOLE OR IN PART FROM THE NEGLIGENCE OF BELONG BENEFITS, INCLUDING ANY ERROR IN AI-ASSISTED EXTRACTION, CALCULATIONS, OR ASK BEL RESPONSES, EXCLUDING THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF BELONG BENEFITS.

6. Customer Content And Data

6.1 Customer Content And Outputs. Customer owns Customer Content and grants Belong Benefits a license to host, process, and display it solely to provide and support the Service and to comply with law. As between the parties, Customer owns its published Guides and Outputs, excluding the Belong Benefits Materials embedded in them, which Belong Benefits licenses to Customer as embedded in its Guides during the Subscription Term. The Service may generate the same or similar output for other customers.

6.2 Usage Data. Belong Benefits may collect and use Usage Data to operate, maintain, improve, and secure the Service and for benchmarking and analytics, and may disclose Usage Data only in aggregated form that identifies no one.

6.3 Export And Deletion. During the Subscription Term and for thirty days after it ends, Customer may export its Customer Content and Outputs. After that period, or within thirty days of a deletion request, Belong Benefits will delete Customer Content in its possession, except copies in routine backups for up to a further sixty days or as required by law, which remain subject to Section 13.

7. Artificial Intelligence Features

7.1 Nature of AI Features and No Advice. Portions of the Service, including document extraction and Ask Bel, use artificial intelligence models. AI-generated output is probabilistic, may be inaccurate, incomplete, or outdated, and is provided to assist human judgment, which is why Section 5.3 requires review before publication. The Service provides educational information about the plans presented in a Guide. It does not provide legal, tax, medical, financial, or insurance advice, does not recommend that any person purchase or forgo any insurance product, and is not a substitute for professional advice or for the governing plan documents, which control in the event of any inconsistency.

7.2 Model Providers and No Training. Belong Benefits uses third-party AI model providers as Subprocessors and may substitute the models or providers underlying an AI feature without materially degrading it. Belong Benefits will not use Customer Content, including plan documents, extracted plan data, or Guide User Inputs, to train or fine-tune artificial intelligence models, and accesses third-party models only through commercial interfaces under terms that prohibit the provider from training on inputs and outputs. Guide User Inputs are used only to operate Ask Bel, to verify and improve the accuracy and coverage of its responses, and to show Customer the questions asked on its Guides, and are never used for marketing or sold. Customer will use Guide User Inputs only to review and improve its Guides, will not attempt to identify any Guide User from them, and will not disclose them to a Client except in aggregate or summary form.

8. Health Information

8.1 PHI. The Service is designed to process plan-level benefit information and is not designed for individual medical records, claims, or enrollment files. Except under a BAA executed by the parties, Customer will not, and will ensure that its Authorized Users, Clients, and Guide Users do not, submit PHI to the Service, and Belong Benefits has no obligation to treat information received outside an executed BAA as PHI. If Customer’s intended use will involve Belong Benefits handling PHI on behalf of a covered entity or business associate, the parties will execute a BAA before that use begins. Information Guide Users volunteer about themselves in questions to Ask Bel is handled under Sections 6, 7, and 9 and Belong Benefits’ posted privacy notice.

8.2 Other Sensitive Data. Customer will not, and will ensure that its Authorized Users and Clients do not, upload Social Security numbers, government identification numbers, financial account or payment card numbers, or standalone census, enrollment, or claims files to the Service. Employee information incidentally contained in carrier proposals, renewals, or rate documents that Customer uploads to build a Guide is Customer Content, is used only to provide the Service, and is not displayed in a Guide unless Customer chooses to include it. Belong Benefits may delete any data uploaded in breach of this Section without liability.

9. Data Protection and Security

9.1 Security and Incidents. Belong Benefits will maintain a written information security program with safeguards appropriate to the nature of Customer Content, including encryption in transit and at rest and least-privilege access controls, and will notify Customer without undue delay after confirming a security breach affecting Customer Content, with the information reasonably available to it about the incident and the measures taken. Customer is responsible for any notices to Clients, Guide Users, and regulators required by law in connection with a security breach, and Belong Benefits will provide reasonable assistance.

9.2 DPA and Subprocessors. Where Belong Benefits processes personal data on Customer’s behalf, it does so as Customer’s processor or service provider under the Agreement, and at either party’s request the parties will execute Belong Benefits’ standard DPA, which will control as to personal data. Customer authorizes Belong Benefits to use Subprocessors. Belong Benefits will maintain a current list of Subprocessors at the page identified in the Documentation, will bind each to written obligations no less protective in substance than the Agreement, will give thirty days’ notice before adding one that will process Customer Content, and remains responsible for their performance.

10. Fees and Payment

10.1 Fees. Customer will pay the Fees in United States dollars. The Fees for each Subscription Term are a committed amount for the full term, payable in the installments stated on the Order Form, and if Belong Benefits terminates under Section 12.2 for Customer’s uncured breach, all remaining installments for the then-current Subscription Term become immediately due. Except as provided in Sections 12.2, 15.1, and 17.1, Fees are non-refundable and purchased quantities cannot be decreased during the Subscription Term. Fees are exclusive of taxes, and Customer is responsible for sales, use, and similar taxes other than taxes on Belong Benefits’ income.

10.2 Payment and Late Charges. Fees are due in accordance with the payment terms on the Order Form. If the Effective Date is not the first day of a month, the first invoice will include the partial month from the Effective Date, prorated by days, together with the first full month. Amounts not paid when due accrue a late charge of 1.5% per month or the highest rate permitted by law, whichever is less, and Customer will reimburse Belong Benefits’ reasonable costs of collection.

10.3 Fee Changes. Belong Benefits may change Fees effective at the start of a Renewal Term by giving notice at least thirty days before the deadline for non-renewal notice under Section 12.1, so that Customer can decline renewal instead of accepting the change.

11. Usage Limits and Plan Changes

11.1 Licensed Units and Hard Limits. The Service is licensed on Builder Seats and Employer Groups. The Employer Group limit counts Employer Groups with a published Guide at any one time, and unpublished, archived, or in-progress Guides do not count. The limits on the Order Form are hard limits. The Service does not permit use above them and no overage billing applies. If a system error permits use above a limit, Customer will reduce its use within fifteen days of notice or upgrade under Section 11.2.

11.2 Upgrades And Downgrades. Customer may upgrade its Plan Tier, Builder Seats, or Employer Group limit at any time, effective on the date of the change, with the incremental Fees for the remainder of the then-current billing period prorated by days and charged on the next invoice. Downgrades take effect only at the start of the next Renewal Term.

12. Term And Termination

12.1 Term and Renewal. The Agreement starts on the Effective Date of the Order Form and continues for the Subscription Term. Unless the Order Form says otherwise, the subscription automatically renews for successive Renewal Terms, each equal in length to the Initial Term, unless either party gives written notice of non-renewal at least thirty (30) days before the end of the then-current Subscription Term. Belong Benefits will send a renewal reminder at least fifteen days before that deadline, and a missed reminder does not affect renewal except where applicable law provides otherwise.

12.2 Termination. Either party may terminate the Agreement (i) on thirty days’ written notice if the other party materially breaches the Agreement and does not cure within the notice period, or (ii) immediately on written notice if the other party becomes insolvent, makes an assignment for the benefit of creditors, or becomes subject to bankruptcy or receivership proceedings not dismissed within sixty days. If Customer terminates for Belong Benefits’ uncured breach, Belong Benefits will refund prepaid Fees for the period after the effective date of termination.

12.3 Suspension. Belong Benefits may suspend access to the Service if (i) Customer’s account is more than fifteen days past due and Customer fails to pay within ten business days after notice, (ii) Customer’s use presents a security risk or violates Section 4.2 or 8, or (iii) suspension is required by law, and will restore access promptly once the cause is resolved. A suspension may apply to Customer’s entire account regardless of which Authorized User, Client, or Guide User caused it. Suspension does not relieve Customer of its payment obligations.

12.4 Effect of Termination. On expiration or termination, Customer’s access rights end. Published Guides remain available to Guide Users in read-only form for thirty days after expiration or after termination by Customer, and are taken down immediately on termination by Belong Benefits under Section 12.2 or 12.3. Each party will return or destroy the other’s Confidential Information on request, subject to Section 6.3. Sections 1, 2, 4.2 (as stated there), 5.3, 6.2, 6.3, 7.1, 9.1, 10, 12.4, 13, 14, 15.2, 16, 17, 18, and 20 survive.

13. Confidentiality

13.1 Obligations. The recipient will use Confidential Information only to perform under the Agreement, will protect it with at least reasonable care, and will limit disclosure to those who need it and are bound by obligations at least as protective. These obligations continue for five years after disclosure and, for trade secrets, for as long as they remain trade secrets. Disclosure required by law is permitted with prompt notice where lawful. Breach of this Section may cause harm that damages alone cannot remedy, and the discloser may seek injunctive or other equitable relief without posting a bond.

14. Intellectual Property And Feedback

14.1 Belong Benefits Materials. Belong Benefits and its licensors own the Belong Benefits Materials. No rights are granted to Customer other than as expressly set out in the Agreement.

14.2 Feedback. If Customer or its Authorized Users provide Feedback, Customer hereby assigns to Belong Benefits all right, title, and interest in and to the Feedback, including all intellectual property rights in it, and Belong Benefits may use and exploit Feedback for any purpose without restriction, attribution, or compensation, provided it does not identify Customer as the source. To the extent any Feedback cannot be assigned under applicable law, Customer grants Belong Benefits a perpetual, irrevocable, exclusive, worldwide, royalty-free, fully paid, sublicensable license to use and exploit it for any purpose. Feedback is not Confidential Information of Customer.

15. Warranties And Disclaimers

15.1 Warranties. Each party represents and warrants that it is validly existing, has the power and authority to enter into the Agreement, and will comply with laws applicable to its performance. Belong Benefits warrants that during the Subscription Term the Service will perform materially in accordance with the Documentation and that it will use commercially reasonable, industry standard measures designed to prevent the introduction of malicious code. For breach of this warranty, Belong Benefits will use commercially reasonable efforts to correct the non-conformity, and if it cannot do so within thirty days of notice, Customer may terminate the affected subscription and receive a refund of prepaid Fees for the period after termination. This is Customer’s exclusive remedy and Belong Benefits’ entire liability for breach of this warranty.

15.2 Disclaimers. EXCEPT AS EXPRESSLY STATED IN SECTION 15.1, THE SERVICE, ALL OUTPUTS, AND ALL AI FEATURES ARE PROVIDED AS IS AND AS AVAILABLE, AND EACH PARTY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. BELONG BENEFITS DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR FREE OR THAT AI-GENERATED OUTPUT, INCLUDING EXTRACTED PLAN DATA AND ASK BEL RESPONSES, WILL BE ACCURATE OR COMPLETE. BELONG BENEFITS IS A TECHNOLOGY PROVIDER, IS NOT AN INSURANCE COMPANY, BROKER, AGENT, PRODUCER, OR ADVISOR, AND DOES NOT PROVIDE INSURANCE, LEGAL, TAX, MEDICAL, OR FINANCIAL ADVICE. BELONG BENEFITS IS NOT THE ADMINISTRATOR OF ANY EMPLOYEE BENEFIT PLAN WITHIN THE MEANING OF SECTION 3(16) OF ERISA, IS NOT A PLAN FIDUCIARY, AND HAS NO RESPONSIBILITY FOR ANY PARTY’S COMPLIANCE WITH ERISA, THE INTERNAL REVENUE CODE, COBRA, THE AFFORDABLE CARE ACT, OR OTHER BENEFITS LAWS, WHICH REMAINS WITH CUSTOMER, ITS CLIENTS, AND THEIR PLANS AND ADVISORS.

16. Insurance Laws

16.1 No Producer Activity or Referral Compensation. Belong Benefits is not licensed as an insurance producer, does not sell, solicit, or negotiate insurance, and is not compensated based on the sale or placement of any insurance product. The Fees are consideration for the Service only. No amount payable under the Agreement is a referral fee, commission, rebate, or other compensation for the referral, sale, solicitation, negotiation, or placement of insurance, and neither party will pay or receive compensation under the Agreement that is conditioned on any person purchasing or maintaining insurance. Any referral or marketing arrangement between the parties may be entered into only under a separate written agreement that complies with applicable insurance laws, including anti-rebating, fee-splitting, and producer licensing laws.

16.2 Customer Licensing. Customer is solely responsible for its own compliance with insurance producer licensing and conduct laws, represents that it and its Authorized Users hold and will maintain every license required for their activities, and will notify Belong Benefits promptly if any such license is suspended, revoked, or not renewed. Use of the Service does not satisfy, and may not be represented as satisfying, any licensing obligation.

17. Indemnification

17.1 By Belong Benefits. Belong Benefits will defend Customer against any third-party claim alleging that the Service, as provided by Belong Benefits and used as permitted by the Agreement, infringes a United States patent, copyright, or trademark or misappropriates a trade secret, and will pay the damages, costs, and reasonable attorneys’ fees finally awarded on, or paid in settlement of, that claim. If such a claim is made or appears likely, Belong Benefits may procure the right for Customer to continue using the Service, modify or replace it so it becomes non-infringing, or terminate the affected subscription and refund prepaid, unused Fees. This Section does not apply to claims arising from Customer Content, from combination of the Service with items not provided by Belong Benefits, or from use in violation of the Agreement, and it states Belong Benefits’ entire liability and Customer’s exclusive remedy for infringement claims.

17.2 By Customer. Customer will defend Belong Benefits against any third-party claim arising from Customer Content, from any Guide published by Customer or any Output, including any error or omission in it or any decision made in reliance on it, from use of the Service or Guides by Customer, its Authorized Users, Clients, or Guide Users in violation of the Agreement or applicable law, including insurance licensing and compensation laws, or from any dispute between Customer and a Client or Guide User, and will pay the damages, costs, and reasonable attorneys’ fees finally awarded on, or paid in settlement of, that claim. CUSTOMER’S OBLIGATIONS UNDER THIS SECTION 17.2 APPLY EVEN IF THE CLAIM ARISES IN WHOLE OR IN PART FROM THE SOLE, JOINT, OR CONCURRENT NEGLIGENCE OF BELONG BENEFITS, EXCLUDING ITS GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.

17.3 Procedure. The indemnified party will give the indemnifying party prompt written notice of the claim, sole control of its defense and settlement, and reasonable cooperation at the indemnifying party’s expense, and may participate with its own counsel at its own expense. The indemnifying party will not settle a claim in a way that imposes obligations on the indemnified party, other than payment covered by the indemnity or ceasing use of infringing material, without the indemnified party’s consent, not to be unreasonably withheld.

18. Limitation Of Liability

18.1 Exclusion of Damages. NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, GOODWILL, OR DATA, ARISING OUT OF OR RELATING TO THE AGREEMENT, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

18.2 Cap. EACH PARTY’S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATING TO THE AGREEMENT WILL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER UNDER THE AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM OR, IF THE AGREEMENT HAS BEEN IN EFFECT FOR LESS THAN TWELVE (12) MONTHS AT THE TIME OF THE CLAIM, THE TOTAL FEES PAID OR PAYABLE SINCE THE EFFECTIVE DATE.

18.3 Exceptions. Sections 18.1 and 18.2 do not apply to Customer’s obligation to pay Fees, to a party’s indemnification obligations under Section 17, to Customer’s breach of Section 4.2, or to a party’s fraud, gross negligence, or willful misconduct, and nothing in this Section limits liability that cannot be limited by law. These limitations apply in the aggregate across all claims and reflect the allocation of risk on which the pricing of the Service is based.

19. Service Levels and Support

19.1 Availability and Support. Belong Benefits will use commercially reasonable efforts to achieve monthly uptime of 99.5%, measured across each calendar month and excluding planned maintenance announced in advance, force majeure, and unavailability caused by Customer, Guide Users, third-party systems, or third-party AI model providers, and will provide its uptime figures on reasonable request. This target is a service objective and is not a warranty under Section 15. Belong Benefits will provide email support to Authorized Users during its normal business hours. Support for Guide Users is provided by Customer or its Clients.

20. General

20.1 Governing Law and Venue. The Agreement is governed by the laws of the State of Texas, without regard to conflicts of law rules. The state and federal courts located in Travis County, Texas have exclusive jurisdiction over any dispute arising out of or relating to the Agreement, and each party consents to personal jurisdiction and venue there. EACH PARTY WAIVES ITS RIGHT TO A JURY TRIAL IN ANY SUCH DISPUTE. Either party may seek equitable relief in any court of competent jurisdiction to protect its intellectual property or Confidential Information.

20.2 Notices. Notices must be in writing and sent to the notice addresses on the Order Form, and are deemed given when delivered personally, one business day after deposit with a nationally recognized overnight courier, or on confirmation of transmission when sent by email.

20.3 Assignment. Neither party may assign the Agreement without the other’s prior written consent, not to be unreasonably withheld, except to an affiliate or in connection with a merger, reorganization, or sale of all or substantially all of its assets or equity, with notice to the other party.

20.4 Publicity. Neither party may use the other’s name, logo, or trademarks except as the Agreement permits or with prior written consent. Belong Benefits may identify Customer by name and logo as a customer in its customer lists, website, and marketing materials unless and until Customer opts out by written notice. Any press release or case study requires both parties’ prior written consent.

20.5 United States Use and Export Control. The Service is offered for use in the United States, and Belong Benefits makes no representation that the Service or any Guide complies with the laws of any other jurisdiction. Customer will comply with United States export control and sanctions laws in its use of the Service.

20.6 Other Terms. The parties are independent contractors, and the Agreement creates no partnership, joint venture, agency, or fiduciary relationship. Neither party is liable for delay or failure to perform, other than payment obligations, caused by events beyond its reasonable control, provided it uses reasonable efforts to resume performance. Failure to enforce a provision is not a waiver, and a waiver must be in writing. If a provision is held unenforceable, it will be enforced to the maximum extent permissible and the remainder of the Agreement remains in effect. There are no third-party beneficiaries of the Agreement, including Clients and Guide Users. An Order Form may be executed in counterparts, including by electronic signature.