1. About these Partner Terms

These Partner Terms ("Partner Terms") are an agreement between Benefitly, LLC ("Benefitly," "we," "us") and the business that signs an Order Form with us or accepts these Partner Terms when activating an Advisor Platform account ("Partner," "you").

The person accepting these Partner Terms confirms that they have authority to bind the Partner. If they lack that authority, they must not accept these terms or use the Advisor Platform.

These Partner Terms, each Order Form, any Business Associate Agreement between us, and any documents they reference together form the "Agreement."

2. Definitions

• Advisor Platform — Benefitly's partner-facing back-office platform, including member database, analytics, and member support tools, plus any related dashboards, reports, and support.

• Member Platform — Benefitly's member-facing web and mobile app, which helps individuals understand and use the health benefits they already have.

• Client — an employer, plan sponsor, or other organization for which you make the Member Platform available. For a PEO, this includes the PEO's own sponsored plan and its worksite employers.

• Member — an individual eligible for Member Platform access through one of your Clients.

• Order Form — a written or electronic order, signed or accepted by both parties, that lists the Services, Clients, pricing, and term.

• Partner Data — plan documents, summaries of benefits and coverage, eligibility or census files, and other information you or your Clients provide to Benefitly.

• Partner Users — your employees and contractors you authorize to use the Advisor Platform.

• Services — the Advisor Platform, the Member Platform as made available to your Clients' Members, implementation, and support.

3. Order Forms and how these terms apply

Each Order Form incorporates these Partner Terms. If an Order Form conflicts with these Partner Terms, the Order Form controls, but only for that Order Form and only where it expressly says it overrides a section of these Partner Terms. A Business Associate Agreement controls over both on matters involving protected health information.

Purchase orders, vendor portals, and your own terms do not change the Agreement, even if accepted or signed, unless both parties sign a written amendment that expressly references these Partner Terms.

4. Who can be a Partner

Partners must be businesses organized and operating in the United States. To become and remain a Partner, you confirm that:

• You are a licensed insurance broker or agency, a third-party administrator, a professional employer organization, or another business Benefitly approves in writing.

• You hold, and will keep current, every license, registration, and appointment your business requires in each state where you operate.

• You have the authority from each Client that you need to offer the Services to that Client and to share Partner Data with us (see Section 10).

You must tell us promptly if any license lapses, is suspended, or is revoked, or if you become subject to a regulatory action that relates to the Services.

5. Advisor Platform access

During the term of your Order Form, we grant you a limited, non-exclusive, non-transferable, non-sublicensable right for your Partner Users to access and use the Advisor Platform. That right covers only your internal business purpose of supporting your Clients and their Members.

You are responsible for:

• Every action taken under your Partner User accounts.

• Keeping credentials confidential. Each login belongs to one named person and may not be shared.

• Removing access promptly when a Partner User leaves your business or no longer needs access.

• Telling us at security@benefitly.ai within 24 hours if you suspect unauthorized access to the Advisor Platform.

6. Member Platform access for your Clients

We make the Member Platform available to Members of the Clients listed on your Order Forms.

Members have their own relationship with Benefitly. Each Member accepts our Terms of Service, Privacy Policy, and AI Disclosure when they create an account. You and your Clients are not parties to those terms and gain no rights under them. Members are not third-party beneficiaries of this Agreement.

You will not make any promise to a Client or Member about the Member Platform that is inconsistent with our member-facing terms.

7. What Benefitly is, and how you may describe it

Benefitly is a post-enrollment benefits navigation and education tool. It helps Members understand and use the coverage they have already elected.

Benefitly is not:

• An insurance company, a plan administrator, a claims administrator, or a licensed insurance agent, broker, or producer.

• A source of medical, legal, tax, or insurance advice.

• A plan comparison, plan selection, quoting, or enrollment tool.

• A substitute for you, the Client, the plan administrator, or the carrier on coverage, eligibility, or claims.

When you market, sell, or describe Benefitly, you will:

• Present it under the Benefitly name as a Benefitly product. It is not white-labeled or co-branded.

• Describe it only as a post-enrollment navigation and education tool, consistent with this Section.

• Not state or imply that Benefitly guarantees coverage, claim payment, pricing, savings, or any outcome.

• Not state or imply that Benefitly holds any certification, accreditation, or audit attestation unless we have confirmed it to you in writing.

• Not use the Services to solicit, sell, or enroll anyone in an insurance product.

You are solely responsible for your own licensed activities, including the advice you give Clients and the plans you place or administer.

8. Acceptable use

You and your Partner Users will not:

• Use the Services unlawfully, or in a way that violates the rights or privacy of any person.

• Resell, sublicense, or redistribute access to the Advisor Platform, or let anyone other than Partner Users use it.

• Try to access any Member's questions, conversations, or individual account information, or try to re-identify a Member from aggregated or de-identified data.

• Reverse engineer, decompile, scrape, or try to extract our source code, models, prompts, or plan libraries.

• Use the Services to build or train a competing product.

• Upload malicious code, probe or test our security without written permission, or interfere with the Services.

• Upload information we do not need, including medical records, diagnoses, claims data, or Social Security numbers, unless an Order Form or Business Associate Agreement expressly provides for it.

We may suspend access for any Partner User who breaks these rules. Section 23 covers suspension of the whole account.

9. Fees and payment

Pricing. Fees, the billing unit (for example, per member per month), minimums, and the billing party are set in your Order Form. Unless the Order Form says otherwise:

• Fees are billed monthly in advance, based on the number of Members with active eligibility for each Client on the first day of the month.

• Invoices are due 30 days from the invoice date.

• Unpaid amounts more than 15 days overdue bear interest at the lesser of 1.5% per month or the highest rate the law allows.

• If an undisputed amount is more than 30 days overdue, we may suspend the Services after giving you 10 days' written notice.

• Fees are non-refundable except where the Agreement or the law requires otherwise.

• Fees exclude taxes. You pay all applicable sales, use, and similar taxes, other than taxes on our income.

Disputes. To dispute an invoice, email billing@benefitly.ai in good faith within 30 days of the invoice date, explaining the dispute. You must pay any undisputed portion on time.

Price changes. Pricing is fixed for the current term of each Order Form. We will give at least 60 days' written notice of any price change that takes effect at renewal.

Your compensation. What you charge your Clients, and any compensation you earn in connection with the Services, is between you and your Clients. You are solely responsible for complying with all laws on producer and administrator compensation, disclosure, and rebating, and with any duties you owe your Clients. Benefitly pays no commissions or referral fees unless an Order Form expressly provides for them.

10. Partner Data and Client authorization

What you provide. To deliver the Services, you (or your Clients) provide Partner Data, such as plan documents, summaries of benefits and coverage, and eligibility files.

Your promises about Partner Data. You confirm that:

• You have every authorization, consent, and right needed from each Client, and under applicable law, to share Partner Data with us and to let us use it as the Agreement describes.

• Partner Data will be accurate and current to the best of your knowledge, and you will send updates promptly when plans, eligibility, or Clients change.

• You will send only the data the Services need.

The Member Platform's answers depend on the plan documents and eligibility data we receive. We are not responsible for errors caused by inaccurate, incomplete, or outdated Partner Data.

Our use of Partner Data. You keep all rights in Partner Data. You grant us a non-exclusive license to use Partner Data during the term to provide, secure, support, and improve the Services, as permitted by the Agreement and any Business Associate Agreement. We may create and use aggregated and de-identified data that does not identify you, a Client, or any individual, and we may keep using it after the Agreement ends.

11. HIPAA and security

Business Associate Agreement. If Partner Data includes protected health information under HIPAA, the parties will sign a Business Associate Agreement before you send it. In that agreement, Benefitly will act as a business associate or subcontractor business associate, as appropriate to your role. The BAA is [ATTACHED / AVAILABLE AT LINK]. Do not send protected health information before a BAA is in place.

Our safeguards. We maintain administrative, physical, and technical safeguards designed to protect Partner Data, consistent with the HIPAA Security Rule where it applies.

Incidents. We will notify you without undue delay after confirming a security incident that affects Partner Data, and as required by the BAA and applicable law. We will cooperate reasonably with you on notices to affected Clients and individuals.

Your safeguards. You will protect Advisor Platform reports, exports, and credentials with reasonable safeguards, and you will not move Partner Data or reports out of the Advisor Platform except as your work for your Clients requires.

12. Member privacy and reporting

Member trust is central to the product, and you agree to support it.

• Members' questions are private. The Advisor Platform never shows you or your Clients what an individual Member asks or what the Member Platform tells them. We will not provide that content to you or your Clients except where the law requires.

• Reporting is aggregated. Analytics in the Advisor Platform show aggregated, de-identified usage and engagement metrics, such as activation rates and question volume by topic.

• Member information you can see is limited. The member database shows roster and account-status information you or your Clients provided. You may use it only to support that Member's use of their benefits.

You will not tell Clients or Members that you or the Client can see individual Members' questions.

13. Implementation and support

Timeline. Implementation for a new Client typically takes about six weeks from the date we receive complete plan documents and eligibility data: plan setup, then Member account setup, then Member launch. Timelines are estimates, not commitments. They depend on receiving complete, accurate Partner Data and on your timely cooperation.

Your role. You will name a primary contact, coordinate with your Clients, deliver Partner Data in the formats we reasonably request, and help introduce the Member Platform to Members using materials we provide or approve.

Support. We provide Advisor Platform support to Partner Users by email at support@benefitly.ai during normal business hours (Central Time), excluding U.S. federal holidays. Any service levels apply only if an Order Form states them.

Changes to the Services. We continuously improve the Services and may add, change, or remove features. We will not make a change during an Order Form's term that materially reduces the core functionality you purchased without giving you notice and a chance to terminate the affected Order Form for a pro-rated refund of prepaid fees.

14. Your Client relationships

You own your relationships with your Clients. During the term of the Agreement and for 12 months after it ends, Benefitly will not knowingly solicit a Client you introduced to buy the Services directly or through another partner, unless you agree in writing or the Client approaches us on its own initiative.

This Section does not stop an individual Member from choosing to subscribe to Benefitly directly, and it does not restrict general advertising not aimed at your Clients.

15. Use of names and marks

During the term, we grant you a limited, non-exclusive, revocable license to use the Benefitly name, logo, and marketing materials we provide, only to promote the Services to current and prospective Clients and only as provided in any brand guidelines we give you.

You will not alter our marks, combine them with your own into a composite mark, register any confusingly similar name or domain, or present the Services under your brand.

We may identify you as a Benefitly partner, including your name and logo on our website and in sales materials, unless you tell us in writing not to. We will get your approval before publishing a case study or quote that names you or a Client.

16. AI features and third-party services

AI. The Services use artificial intelligence. AI output can be incomplete, outdated, or wrong. You will not tell Clients or Members that the Services' output is guaranteed accurate or should be relied on without confirming it with the plan documents, administrator, or carrier. Our AI Disclosure describes how the AI works.

Third-party services. The Services may include features, data, or integrations supplied by third parties, such as provider directories, pharmacy information, or tools offered by other partners. Those features are provided for convenience. Their providers' terms may apply, and Benefitly is not responsible for third-party content or services. Where a third-party feature involves plan quoting or comparison, it is the third party's service, not Benefitly's, and Section 7 still applies to how you describe Benefitly.

17. Intellectual property

The Services — including the software, models, prompts, plan libraries, interfaces, documentation, and marks — belong to Benefitly and its licensors. The Agreement transfers no ownership to you. All rights not expressly granted are reserved.

If you or your Partner Users send us feedback or suggestions, we may use them without restriction or obligation to you.

18. Confidentiality

Confidential Information means non-public information one party discloses to the other that is marked confidential or that a reasonable person would understand to be confidential. That includes pricing, Order Forms, product roadmaps, Partner Data, and Client information.

The receiving party will use the other's Confidential Information only to perform the Agreement, protect it with at least reasonable care, and share it only with employees, contractors, and advisors who need it and are bound by similar obligations.

Confidential Information does not include information that is or becomes public through no fault of the receiving party, was already lawfully known to it, is independently developed, or is lawfully received from a third party without restriction. A party may disclose Confidential Information if the law or a court requires, after giving the other party prompt notice where lawful.

These obligations last during the Agreement and for three years after it ends. For trade secrets and protected health information, they last as long as the information keeps that status or the law or BAA requires.

19. Mutual promises

Each party promises that it is validly organized, has authority to enter the Agreement, and will comply with the laws that apply to its own performance under the Agreement.

Benefitly also promises that the Services will perform materially as described in our documentation during the term. If they do not, tell us in writing. We will use reasonable efforts to correct the problem. If we cannot within 30 days, you may terminate the affected Order Form and receive a pro-rated refund of prepaid fees for the remaining term. This is your exclusive remedy for breach of this promise.

20. Disclaimers

EXCEPT AS EXPRESSLY STATED IN SECTION 19, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY LAW, BENEFITLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

BENEFITLY DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT AI-GENERATED OUTPUT WILL BE ACCURATE OR COMPLETE. BENEFITLY DOES NOT GUARANTEE ANY INSURANCE COVERAGE, CLAIM PAYMENT, PRICING, SAVINGS, MEMBER ENGAGEMENT, CLIENT RETENTION, OR OTHER BUSINESS OUTCOME.

21. Indemnification

By Benefitly. Benefitly will defend you against any third-party claim alleging that the Services, as we provide them, infringe or misappropriate that party's U.S. intellectual property rights. We will pay the damages and costs finally awarded or agreed in settlement.

If such a claim occurs or seems likely, we may modify the Services so they no longer infringe, get you a license to continue, or end the affected Order Form and refund prepaid fees for the remaining term. We have no obligation for claims arising from Partner Data, from your modifications or combinations, or from use that breaks the Agreement.

By Partner. You will defend Benefitly against any third-party claim, including a claim by a Client, Member, or regulator, arising from:

• Your statements, representations, or advice to Clients or Members about the Services or any insurance product.

• Your breach of Section 4, 7, 9 (Your compensation), or 10.

• Partner Data, including your lack of authority to share it.

• Your licensed activities, including plan placement, administration, enrollment, or claims handling.

You will pay the damages and costs finally awarded or agreed in settlement.

Process. The party seeking defense must notify the other promptly, give it sole control of the defense and settlement, and cooperate reasonably at the defending party's expense. A delay in notice relieves the defending party only to the extent the delay prejudices it. No settlement may impose an obligation or admission on the defended party without its consent.

22. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, COMMISSIONS, CLIENTS, OR GOODWILL, EVEN IF ADVISED OF THEIR POSSIBILITY.

EACH PARTY'S TOTAL LIABILITY FOR ALL CLAIMS RELATING TO THE AGREEMENT WILL NOT EXCEED THE FEES PAID AND PAYABLE BY PARTNER TO BENEFITLY UNDER THE AGREEMENT IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM.

These limits do not apply to your obligation to pay fees, either party's indemnification obligations, breach of Section 8 or Section 18, or liability for fraud, gross negligence, or willful misconduct.

23. Term, suspension, and termination

Term. These Partner Terms apply from the date you first accept them or sign an Order Form until every Order Form has ended. Each Order Form lasts for the term it states. Unless an Order Form says otherwise, it renews automatically for successive 12-month terms unless either party gives written notice of non-renewal at least 60 days before the end of the current term.

Termination for cause. Either party may terminate the Agreement or an Order Form if the other materially breaches it and does not cure the breach within 30 days after written notice. Either party may terminate immediately if the other becomes insolvent or enters bankruptcy.

Suspension. We may suspend the Services, in whole or for specific Partner Users, if reasonably needed to prevent harm to the Services, Members, or others, to comply with law, or because of a breach of Section 7, 8, or 11. We will limit the suspension to what is necessary and give notice where we reasonably can.

Ending a single Client. You may remove a Client from an Order Form with at least 30 days' written notice, effective at the end of a billing month, subject to any minimum term or minimum fees in the Order Form.

Member transition. When a Client is removed or an Order Form ends, we will keep Member access active for a transition period of up to 30 days so we can notify affected Members, as our member Terms promise. You will tell us promptly when a Client relationship ends, so we can give Members that notice.

Effect of termination. When the Agreement or an Order Form ends, your right to use the affected Services stops, and unpaid fees for the period before termination become due. Within 30 days, on your written request, we will return or delete Partner Data as the BAA and the law allow. We may keep aggregated and de-identified data and copies in routine backups until they are overwritten. Sections 9 (amounts owed), 10 (Our use of Partner Data, for de-identified data), 14, 17, 18, 20, 21, 22, 24, and 26 survive.

24. Dispute resolution

Talk first. Before starting a formal proceeding, a party must send written notice of the dispute to the other. Senior representatives will try in good faith to resolve it within 30 days.

Arbitration. Any dispute not resolved that way will be finally resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, before a single arbitrator, in Pensacola, Florida. Judgment on the award may be entered in any court with jurisdiction.

Exceptions. Either party may seek injunctive or other equitable relief in court to protect its intellectual property or Confidential Information, and Benefitly may sue in court to collect undisputed fees. Venue for any court proceeding is the state and federal courts serving Escambia County, Florida, and each party consents to their jurisdiction.

Individual claims only. Each party may bring claims only in its individual capacity, not as a plaintiff or class member in any class or representative proceeding.

Governing law. The Agreement is governed by the laws of the State of Florida, without regard to conflict-of-laws principles.

25. Changes to these Partner Terms

We may update these Partner Terms. When we do, we will change the version number and effective date at the top of this page.

We will give you at least 30 days' notice of any material change, by email to your primary contact or through the Advisor Platform. A material change takes effect at the start of your next Order Form renewal term, unless it is required by law or you accept it sooner. Changes never alter the pricing in a signed Order Form during its current term.

Dated copies of prior versions are available at /broker-terms/archive.

26. General

Relationship. The parties are independent contractors. Neither is the other's agent, partner, employee, or joint venturer, and neither may bind the other. Using the word "Partner" creates no legal partnership.

Assignment. Neither party may assign the Agreement without the other's written consent. Either party may assign it without consent to a successor in a merger, acquisition, or sale of substantially all of its assets, if the successor is not a direct competitor of the other party.

Notices. Legal notices must be in writing and sent by email to legal@benefitly.ai (for Benefitly) or to the primary contact on your Order Form (for you), with a copy by recognized courier for notices of breach, termination, or indemnity claims.

Subcontractors. We may use subcontractors and hosting providers to deliver the Services. We remain responsible for their performance under the Agreement and will bind them to data-protection obligations consistent with the BAA.

Entire agreement. The Agreement is the entire agreement between the parties about its subject and supersedes all prior proposals and understandings.

Severability and waiver. If any provision is held unenforceable, the rest remains in effect. Failing to enforce a provision is not a waiver.

No third-party beneficiaries. Clients and Members are not third-party beneficiaries of the Agreement.

Force majeure. Neither party is liable for delays or failures, other than payment obligations, caused by events beyond its reasonable control.

Electronic acceptance. The Agreement may be accepted and signed electronically, and in counterparts.

27. Contact

Benefitly, LLC — 1555 N Palafox St, Pensacola, Florida

• Legal: legal@benefitly.ai

• Partner support: support@benefitly.ai

• Billing: billing@benefitly.ai

• Security and privacy: security@benefitly.ai · privacy@benefitly.ai

• Sales: sales@benefitly.ai

By signing an Order Form or accepting these Partner Terms, you confirm that you have read them, that you have authority to bind the Partner, and that the Partner agrees to be bound by the Agreement.

16. Dispute resolution

Please read this section carefully. It affects how disputes between you and Benefitly are resolved.

Talk to us first. Before starting a formal proceeding, email legal@benefitly.ai describing the problem. Most issues can be resolved quickly, and we will try in good faith for 30 days.

Arbitration. If we cannot resolve it, you and Benefitly agree that any dispute arising out of or relating to these Terms or the Services will be resolved by binding arbitration administered by the American Arbitration Association under its Consumer Arbitration Rules. Arbitration will take place in Pensacola, Florida, or by video or telephone at your election. The arbitrator's decision may be entered as a judgment in any court with jurisdiction.

Class action waiver. YOU AND BENEFITLY AGREE THAT EACH MAY BRING CLAIMS ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE PROCEEDING. The arbitrator may not consolidate claims or preside over any class proceeding.

Your right to opt out. You can opt out of arbitration and the class action waiver by emailing legal@benefitly.ai within 30 days of first accepting these Terms, with your name and the email on your account. Opting out does not affect any other part of these Terms.

Exceptions. Either of us may bring an individual claim in small claims court, and either of us may seek injunctive relief in court to protect intellectual property or confidential information.

Governing law. These Terms are governed by the laws of the State of Florida, without regard to conflict-of-laws principles.

17. Changes to these Terms

We may update these Terms. When we do, we will change the version number and effective date at the top of this page and post the updated version here.

If a change is material, we will give you notice — by email to the address on your account, or through the Services — and ask you to accept the updated Terms before you continue using Benefitly. For non-material changes, your continued use after the effective date means you accept them.

If you do not agree to an update, stop using the Services and close your account.

18. General

Entire agreement. These Terms, the Privacy Policy, and the AI Disclosure are the entire agreement between you and Benefitly about the Services.

Assignment. You may not assign these Terms. We may assign them to a successor in a merger, acquisition, or sale of assets.

Severability. If any provision is held unenforceable, the rest remains in effect.

No waiver. If we do not enforce a provision, that is not a waiver of our right to enforce it later.

No third-party beneficiaries. Your employer and its broker are not third-party beneficiaries of these Terms.

Force majeure. We are not liable for delays or failures caused by events beyond our reasonable control.

19. Contact

For questions regarding these Terms, contact Benefitly, LLC:

Legal: legal@benefitly.ai

Support: support@benefitly.ai

Privacy: privacy@benefitly.ai

Website: www.benefitly.ai

By using the Services, you acknowledge that you have read and understood these Terms, agree to be bound by them, are at least eighteen years of age, have authority to enter into this agreement, understand the limitations and disclaimers, consent to arbitration and class action waiver provisions, and consent to electronic communications.