END-USER LICENSE AGREEMENT FOR THE BENEFIT AIRSHIP BUSINESS PORTAL
IMPORTANT: READ CAREFULLY BEFORE ACCESSING OR USING THE BENEFIT AIRSHIP BUSINESS PORTAL.
This End-User License Agreement (this "EULA") is a binding agreement between Benefit Airship, LLC, a Nevada limited liability company ("BAS," "we," or "us"), and the business entity accessing or using the Benefit Airship online portal, administrative software, websites, and related digital tools (the "Portal"). By creating an account, clicking "I Agree," or accessing the Portal, you agree to this EULA. If you accept on behalf of an entity, you represent that you have authority to bind it. If you do not agree or lack that authority, do not access the Portal.
1. LICENSE AND PERMITTED USE
1.1 Limited License. Subject to compliance with this EULA, the Business Services and Benefit Participation Agreement between the parties (the "Participation Agreement"), and payment of applicable fees, BAS grants Business Client a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Portal solely for internal benefits administration.
1.2 Authorized Purposes. The Portal may be used only to select and review benefit programs, submit and maintain census, wage, eligibility, and attestation data, manage enrollments, life events, and terminations, access billing summaries and payment coordination tools, and communicate with BAS regarding program support.
1.3 Authorized Users. Access is limited to designated administrative personnel and authorized representatives. Business Client is responsible for credential confidentiality and for all activity under its accounts, and shall promptly notify BAS of suspected unauthorized access.
2. INTELLECTUAL PROPERTY
2.1 Platform Ownership. The Portal, including software, interfaces, databases, workflows, and digital tools, is the exclusive property of BAS and its licensors, protected by intellectual property law.
2.2 Proprietary Program IP. The plan designs, rating frameworks, configurations, and vendor integrations accessible through the Portal ("Proprietary Program IP") are proprietary to BAS, ConnectedCare, LLC, ESC100, LLC, or their partners.
2.3 Restrictions. Business Client shall not, and shall not permit any third party to: copy, modify, reverse engineer, decompile, or derive source code or operational frameworks from the Portal. replicate or commercialize Proprietary Program IP outside the relationship with BAS. disclose Portal screenshots, pricing models, plan documents, or workflows to competing brokers, consultants, or administrators. use scrapers, bots, or automated extraction tools. bypass or tamper with security or authentication controls.
3. DATA, ATTESTATIONS, AND PRIVACY
3.1 Client Data. Business Client owns the census, payroll, and organizational data it uploads ("Client Data") and represents that all Client Data and attestations submitted through the Portal are accurate, complete, authorized, and current.
3.2 Reliance. BAS, the program entities, and the TPA rely on submitted data to calculate rates, process enrollments, and administer the programs in accordance with the governing Plan Documents and applicable law. Inaccurate or late data may result in rate adjustments, coverage corrections, or claims delays at Business Client’s expense.
3.3 HIPAA. To the extent Client Data includes protected health information, its handling is governed by the Business Associate Agreement between the parties, which is incorporated by reference and controls over this EULA as to that information.
3.4 Security. BAS employs commercially reasonable administrative, physical, and technical safeguards for the Portal. No internet transmission or storage system is immune from failure or intrusion, and Business Client will maintain its own reasonable security practices.
4. LIMITED ROLE AND DISCLAIMERS
4.1 Administrative Tool Only. The Portal is a digital service interface. BAS is a program manager and distributor and is not an insurance carrier, third-party administrator, claims adjudicator, risk-bearing entity, medical provider, or ERISA plan fiduciary.
4.2 Warranty Disclaimer. THE PORTAL AND ALL CONTENT ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY LAW, BAS DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND DOES NOT WARRANT THAT ACCESS WILL BE UNINTERRUPTED, SECURE, TIMELY, OR ERROR-FREE.
5. LIABILITY AND INDEMNIFICATION
5.1 Exclusion of Damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, BAS AND ITS OFFICERS, MEMBERS, EMPLOYEES, AFFILIATES, AND LICENSORS SHALL NOT BE LIABLE FOR INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING LOST PROFITS, BUSINESS INTERRUPTION, OR LOSS OF DATA, ARISING FROM USE OF OR INABILITY TO USE THE PORTAL.
5.2 Liability Cap. BAS’S TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THIS EULA OR THE PORTAL SHALL NOT EXCEED THE PORTAL OR PROGRAM MANAGEMENT FEES ACTUALLY PAID BY BUSINESS CLIENT TO BAS IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
5.3 Indemnification. Business Client shall defend, indemnify, and hold harmless BAS and its affiliates, officers, members, employees, and agents from third-party claims, losses, fines, and reasonable attorneys’ fees resulting from Business Client’s breach of this EULA or unauthorized Portal use, inaccurate or fraudulent data or attestations submitted through the Portal, or Business Client’s violation of applicable privacy, labor, or benefits laws.
6. SUSPENSION, TERM, AND TERMINATION
6.1 Term. This EULA is effective upon first access and continues until terminated or until the Participation Agreement expires or terminates.
6.2 Suspension. BAS may suspend or restrict access without prior notice for nonpayment, suspected security compromise or credential sharing, attempted scraping or replication of Proprietary Program IP, or any breach of this EULA.
6.3 Effect of Termination. Upon termination, all access ceases. Data transition support following termination of participation is governed by the Participation Agreement, not this EULA. Sections 2, 4, 5, and 7 survive.
7. GENERAL
7.1 Governing Law and Venue. This EULA is governed by the laws of the State of Nevada, without regard to conflicts principles. Exclusive venue lies in the state or federal courts located in Clark County, Nevada.
7.2 Commercial Acknowledgment. Business Client acknowledges it is a commercial enterprise using the Portal for business purposes and, to the extent permitted by applicable law, waives the application of consumer protection statutes intended for personal, family, or household transactions.
7.3 Updates to this EULA. BAS may update this EULA prospectively by posting a revised version in the Portal and providing notice. Continued use after the stated effective date constitutes acceptance. Updates do not modify the Participation Agreement.
7.4 Order of Precedence, Severability, Entire Agreement. If this EULA conflicts with the Participation Agreement or the Business Associate Agreement, those agreements control as to their subject matter. Invalid provisions will be reformed to the minimum extent necessary, and the remainder continues in effect. This EULA, together with the Participation Agreement, Privacy Policy, and Business Associate Agreement, is the entire agreement regarding Portal use.