This Service Agreement (the "Agreement") is made and entered into as of the date you create an account or access the Platform, by and between Benee-Fit Insurance Technologies Inc. ("Benee") and you or the company you represent (the "Client").
If you create an account or access the Platform on behalf of an organization, you represent and warrant that you have authority to bind that organization to this Agreement.
1. Platform Access
Benee grants a licence to the Client to access the free version of Benee's proprietary Foundation Platform (the "Platform"), which shall be limited, non-exclusive, non-transferrable, and revocable, in accordance with its applicable Terms of Service("T&Cs"), which may be amended from time to time.
Access to the Platform shall be delivered through a web portal. The Platform will not be downloaded or installed on the Client's website or internal systems. The Platform is accessed through a login and password. The Client shall be responsible for all acts and omissions of its authorized users.
2. Permitted Use and Restrictions
The Client shall use the Platform solely for internal managing general agency ("MGA") and brokerage operations purposes, including quote preparation, client management, renewal processing, and group benefits administration. Use of the Platform for any purpose not expressly permitted under this Agreement is prohibited.
The Client shall not, and shall not permit any third party to:
- Reverse engineer, decompile, disassemble, or attempt to derive the source code of the Platform.
- Copy, modify, translate, adapt, or create derivative works based on the Platform.
- Sublicense, lease, rent, sell, distribute, or otherwise commercially exploit the Platform or access to the Platform.
- Remove, obscure, or alter any proprietary notices on the Platform.
- Use the Platform to develop a competing product or service.
- Use the Platform in violation of applicable provincial or federal laws, including the Personal Information Protection and Electronic Documents Act (PIPEDA) and Ontario's Personal Health Information Protection Act, 2004 (PHIPA).
The Client confirms acceptance of this Agreement and the T&Cs by creating an account, clicking "I Agree", or accessing the Platform. This constitutes binding consent to the terms of this Agreement under Ontario law.
3. Warranties, Liability, and Termination
The Platform is provided "as is" without warranties of any kind, express or implied, including but not limited to warranties of merchantability or fitness for a particular purpose.
To the extent permitted by law, Benee shall not be liable for: (a) errors, inaccuracies, or omissions in quotes generated by the Platform; (b) loss or damage resulting from reliance on generated quotes; or (c) indirect, incidental, consequential, or punitive damages.
Benee reserves the right to terminate this Agreement and the Client's access to the Platform at any time, with or without cause, including but not limited to breaches of this Agreement or misuse of the Platform. Upon termination, the Client's license to use the Platform will immediately cease, and Benee may delete all Client data in accordance with its data retention policies.
By creating an account, clicking "I Agree", or accessing the Platform, the Client acknowledges that it has read and agrees to be bound by the terms of this Agreement, including the T&Cs.
4. Governing Law
This Agreement is governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein.