PARTNER END-USER LICENSE AGREEMENT FOR THE PARTNER PORTAL AND ONLINE SERVICES

IMPORTANT: READ CAREFULLY BEFORE ACCESSING OR USING BENEFIT AIRSHIP PARTNER SERVICES.

This Partner End-User License Agreement (this "Partner EULA") is a binding agreement between Benefit Airship, LLC, a Nevada limited liability company ("BAS," "we," or "us"), and the independent broker, agent, agency, or distribution partner accessing the partner portal, commission dashboards, marketing collateral, or related online tools (the "Partner Online Services"). By creating an account, logging in, or using the Partner Online Services, you agree to this Partner EULA. If you accept for an agency or entity, you represent that you have authority to bind it.

1. LICENSE AND PERMITTED USE

1.1 Limited License. Subject to compliance with this Partner EULA, your active appointment under the applicable broker, reseller, or sub-producer agreement with BAS (the "Underlying Broker Agreement"), and applicable licensing rules, BAS grants you a limited, non-exclusive, non-transferable, revocable license to use the Partner Online Services solely for marketing, enrolling, and servicing participation in BAS-facilitated programs.

1.2 Authorized Purposes. You may use the Partner Online Services to access authorized marketing materials and rate tools, submit prospect census data and enrollment forms, track onboarding status and commission statements, and communicate with BAS partner support.

1.3 Credentials. You are responsible for credential security and all activity under your account, and shall notify BAS immediately of any unauthorized access.

1.4 No Authority to Bind. Nothing in this Partner EULA or the Partner Online Services grants you authority to bind BAS, any program entity, any carrier, or any TPA, or to modify any program term.

2. INTELLECTUAL PROPERTY

2.1 Ownership. The Partner Online Services are the exclusive property of BAS and its licensors, and the benefit structures, rating frameworks, and vendor configurations accessible through them ("Proprietary Program IP") are proprietary to BAS, ConnectedCare, LLC, ESC100, LLC, or their partners.

2.2 Restrictions. You shall not copy, modify, reverse engineer, or disassemble the Partner Online Services or Proprietary Program IP, disclose screenshots, pricing models, underwriting frameworks, or workflows to unauthorized third parties or competing brokers or administrators, use scrapers, bots, or automated extraction tools, or circumvent security or access controls.

3. PARTNER REPRESENTATIONS AND CONDUCT

3.1 Licensing. You represent and warrant that you hold and will maintain all producer licenses, registrations, and authorizations required in each jurisdiction where you market the programs.

3.2 Data Accuracy. All census, employer, attestation, and member information you submit will be accurate, complete, and properly authorized by the client or member. Handling of protected health information is governed by the Business Associate Agreement between you and BAS.

3.3 Approved Materials Only. You shall use only BAS-approved marketing collateral and program documents, without modification, and shall not make binding oral promises, misrepresent coverage terms, or guarantee claim approvals or funding outcomes.

4. NON-CIRCUMVENTION

4.1 Non-Circumvention. During your affiliation and for three (3) years after its termination, you shall not directly or indirectly circumvent BAS to contract with ESC100, ConnectedCare, or program-specific vendors for substantially similar program structures, consistent with the Underlying Broker Agreement.

5. LIMITED ROLE AND DISCLAIMERS

5.1 Limited Role. BAS is a program manager and distributor and is not an insurance carrier, TPA, claims adjudicator, medical network, or ERISA plan fiduciary.

5.2 Warranty Disclaimer. THE PARTNER ONLINE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND. BAS DISCLAIMS ALL EXPRESS, IMPLIED, AND STATUTORY WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND DOES NOT WARRANT UNINTERRUPTED, SECURE, ACCURATE, OR ERROR-FREE OPERATION.

6. LIABILITY AND INDEMNIFICATION

6.1 Exclusion of Damages and Cap. BAS AND ITS OFFICERS, MEMBERS, EMPLOYEES, AND AGENTS SHALL NOT BE LIABLE FOR INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST COMMISSIONS OR LOST PROFITS, ARISING FROM USE OF OR INABILITY TO USE THE PARTNER ONLINE SERVICES, AND BAS’S TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS UNDER THIS PARTNER EULA SHALL NOT EXCEED THE COMMISSIONS PAID TO YOU BY BAS IN THE THREE (3) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

6.2 Indemnification. You shall defend, indemnify, and hold harmless BAS and its affiliates, officers, members, employees, and agents from third-party claims, losses, regulatory fines, and reasonable attorneys’ fees resulting from your breach of this Partner EULA, inaccurate, fraudulent, or unauthorized data you submit, or unauthorized marketing statements or misrepresentations made by you or your downline.

7. TERM, SUSPENSION, AND TERMINATION

7.1 Term and Suspension. This Partner EULA is effective upon first access and continues while you maintain active partner status. BAS may suspend or terminate access immediately if your license lapses or is revoked, you breach this Partner EULA or the non-circumvention terms, you submit fraudulent information, or credential misuse or security compromise is suspected.

7.2 Survival. Sections 2, 4, 5, 6, and 8 survive termination.

8. GENERAL

8.1 Governing Law and Venue. This Partner 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, and you consent to jurisdiction there.

8.2 Updates. BAS may update this Partner EULA prospectively by posting a revised version with notice. Continued use after the stated effective date constitutes acceptance.

8.3 Order of Precedence, Severability, Electronic Acceptance. If this Partner EULA conflicts with the Underlying Broker Agreement or the Business Associate Agreement, those agreements control as to their subject matter. Invalid provisions are reformed to the minimum extent necessary and the remainder continues in effect. Clicking "I Agree," signing electronically, or logging into the portal has the full force of an original signature.