Version 4.0 — Effective October 2, 2026
This Terms of Service Agreement (the "Agreement") is entered into between BenefitMax Group LLC, a Delaware limited liability company ("BenefitMax," "we," "our," or "us"), with its principal place of business at 12724 Gran Bay Parkway West, Suite 410, Jacksonville, Florida 32258, and the individual or entity accepting this Agreement ("User," "Subscriber," "Customer," or "you").
By clicking "I Agree," creating an account, executing an order form that references this Agreement, or otherwise accessing or using the BenefitMax platform, you acknowledge that you have read, understood, and agree to be bound by this Agreement. If you are accepting this Agreement on behalf of an entity, you represent and warrant that you have authority to bind that entity, and "you" will refer to that entity.
PLEASE READ THIS AGREEMENT CAREFULLY. IT CONTAINS PROVISIONS THAT LIMIT BENEFITMAX’S LIABILITY (SECTION 15), REQUIRE YOU TO DEFEND AND INDEMNIFY BENEFITMAX (SECTION 16), WAIVE YOUR RIGHT TO A JURY TRIAL (SECTION 18.3), RESTRICT WHAT YOU MAY DO WITH THE PLATFORM AND ITS UNDERLYING TECHNOLOGY (SECTIONS 2, 8, AND 11), COMMIT YOU TO A TWELVE-MONTH SUBSCRIPTION TERM THAT AUTOMATICALLY RENEWS FOR ADDITIONAL TWELVE-MONTH TERMS AND CHARGES YOUR PAYMENT METHOD UNTIL YOU CANCEL (SECTIONS 5.1, 5.3, AND 6.2), AND MAKE MAX LEADS PURCHASES FINAL AND NON-REFUNDABLE (SECTION 6.6). BY ACCEPTING THIS AGREEMENT YOU EXPRESSLY AGREE TO THOSE PROVISIONS.
BenefitMax provides a software-as-a-service platform designed to support independent benefits brokers, their authorized personnel, and, where applicable, employer representatives and HR professionals invited by an authorized customer. The platform may include tools such as Chat with MAX (AI-powered Q&A and document library), Quote Analyzer (automated quote comparison), Benefits Guide Creator, Compliance Notice Builder (health plan compliance notice packets), MAX Leads (employee benefit plan prospect data), and related features, integrations, content, documentation, software, and services (collectively, the "Platform").
This Agreement governs your access to and use of the Platform.
Subject to your compliance with this Agreement and payment of all applicable fees, BenefitMax grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable right during the Subscription Term to access and use the Platform, in hosted object-code form only, solely for your internal business operations and to create, review, and distribute work product generated through the Platform in connection with your lawful business activities.
Access is licensed on a named-user basis: each Authorized User must have a unique credential, and credentials may not be shared, pooled, transferred, or used concurrently by more than one individual. The number of Authorized Users may not exceed the number purchased under your plan or order form. This license is granted on the express condition that you comply with Sections 8 (Confidentiality), 11 (Feedback and Intellectual Property), and 12 (Acceptable Use).
Any access to or use of the Platform outside the scope of the license granted in this Section is unlicensed and unauthorized, constitutes both a breach of this Agreement and an infringement of BenefitMax’s intellectual property rights, and is access “without authorization” and in excess of authorized access for purposes of the Computer Fraud and Abuse Act, 18 U.S.C. § 1030, and Chapter 815 of the Florida Statutes. BenefitMax may revoke your authorization to access the Platform, in whole or in part, by written notice.
Except for the limited rights expressly granted in this Agreement, no other rights are granted to you by implication, estoppel, or otherwise, and BenefitMax reserves all rights not expressly granted. The Platform is licensed, not sold. No source code, model weights, system or developer prompts, training data, or other non-public component of the Platform is licensed, delivered, escrowed, or otherwise made available to you under this Agreement.
You represent and warrant that you are not, and are not acting on behalf of or for the benefit of, any person or entity that develops, markets, licenses, or resells software or services that materially compete with the Platform, and that you will notify BenefitMax promptly if that ceases to be true.
You may use the Platform only if you are:
You represent and warrant that:
For purposes of this Agreement, "Authorized Users" means individuals whom you authorize to access the Platform under your account or subscription. You will ensure that each Authorized User is bound by written terms at least as protective of BenefitMax as this Agreement, including the confidentiality obligations in Section 8 and the use restrictions in Sections 11.4 and 12, and you are liable for each Authorized User’s acts and omissions as if they were your own.
You are responsible for maintaining the confidentiality of account credentials and for all activity that occurs under your account, whether or not authorized by you.
You agree to:
BenefitMax is not liable for losses caused by your failure to maintain account security or control access credentials. BenefitMax may monitor and log access to and use of the Platform, including credential use, query and quote volume, and API calls, in order to verify compliance with this Agreement, protect the security and integrity of the Platform, and enforce usage limits. Upon BenefitMax’s reasonable written request, and not more than once in any twelve (12) month period absent a reasonable suspicion of breach, you will certify in writing your compliance with the license scope and use restrictions in Sections 2, 11.4, and 12.
Each subscription has an initial term of twelve (12) months (the “Initial Term”), beginning on the first day of the first paid billing period, after any sales-issued trial, whether fees are paid annually in advance or monthly. Each renewal term under Section 5.3 is also twelve (12) months. The Initial Term and all renewal terms are together the “Subscription Term.” Subscriptions that began on a month-to-month basis before October 2, 2026 continue month-to-month on their existing terms, including when Authorized Users are added, until you elect a new plan or BenefitMax and you agree otherwise in writing. Enterprise subscriptions have the term stated in the applicable order form or usage agreement.
BenefitMax does not offer automatic or self-serve free trials. Trial access, when granted, is issued by the BenefitMax sales team through a private checkout link tied to a specific email address and may require a valid payment method. The duration and included features of any trial are as stated in the sales-issued offer. Before any trial requiring a payment method begins, BenefitMax will disclose clearly and conspicuously, and obtain your affirmative express consent to, each of the following: that your subscription will convert automatically to a paid subscription unless you cancel; the date the trial period ends; the amount that will be charged and the billing frequency; and the method of cancellation. Unless you cancel before the end of the trial period, your subscription converts to a paid subscription and your payment method is charged at the start of the first paid billing period. BenefitMax will send a reminder to the email address associated with your account at least three (3) days before the trial converts and will retain a record of your consent. If trial access ends without conversion to a paid subscription, Platform access is suspended. Customer Data associated with the account will be retained for at least thirty (30) days following trial expiration to allow you to subscribe, after which the data retention and deletion provisions of Section 9.8 apply.
Unless canceled before the end of the then-current term, your subscription automatically renews for successive twelve (12) month terms, billed on the same schedule (annually in advance or monthly) at the rates then in effect under Section 6.3, and your designated payment method will be charged automatically for each renewal term until you cancel. Month-to-month subscriptions continuing under Section 5.1 renew monthly. You may cancel at any time, without charge for cancelling and without speaking to a representative, using the cancellation function in your account settings, which is available online in the same medium in which you enrolled, or by emailing support@benefitmax.ai. Cancellation stops the next renewal; it does not end the current term. Your access continues, and all fees for the current term remain payable, through the end of that term. For a month-to-month subscription continuing under Section 5.1, cancellation takes effect at the end of the then-current billing period. BenefitMax will send a renewal reminder to the email address associated with your account not less than fifteen (15) and not more than forty-five (45) days before each renewal of a subscription with a term of one (1) year or longer, and at least annually for month-to-month subscriptions, stating that the subscription renews automatically, the renewal date, the amount and frequency of the charge, and how to cancel. BenefitMax will retain records of your consent to these automatic renewal terms. Nothing in this Section limits any greater right you may have under applicable automatic renewal, negative option, or consumer protection law, including Fla. Stat. § 501.165 and the Restore Online Shoppers’ Confidence Act, 15 U.S.C. §§ 8401–8405.
BenefitMax may modify, update, enhance, suspend, or discontinue any feature, functionality, integration, or component of the Platform at any time. Where practicable, BenefitMax will provide reasonable notice of material adverse changes.
MAX Leads may be purchased online. Other new subscriptions are onboarded by the BenefitMax sales team. As of the effective date of this Agreement, BenefitMax offers the following subscription plans:
Current pricing and plan details are available at benefitmax.ai/pricing. If you have executed an order form or accepted a sales-issued checkout link with different pricing or terms, that pricing controls over the pricing stated above. Existing subscribers retain their current pricing until expressly migrated to a new plan. The Quote Analyzer plan ($100 per month) is no longer offered to new subscribers; existing Quote Analyzer subscribers continue on their current terms.
All fees are billed in advance on a recurring basis and are due immediately when charged. Payment processing is handled by Stripe. You authorize BenefitMax and its payment processors to charge your designated payment method for all applicable fees, taxes, and recurring charges until cancellation, and you will keep your payment method information accurate and current. Undisputed amounts not paid when due accrue interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by applicable law, and you are responsible for reasonable costs of collection. If a charge is reversed or charged back other than in accordance with Section 6.6, BenefitMax may suspend access under Section 7 until the amount is paid. If you pay monthly for a twelve-month term, you are committed to all twelve monthly payments for that term. Cancelling during the term stops the next renewal but does not end or reduce the remaining payments, which continue to be charged as scheduled while your access continues. If a scheduled payment fails, BenefitMax may suspend access under Section 7, and the remaining fees for the term remain payable.
BenefitMax may change pricing upon at least thirty (30) days’ prior notice to the email address associated with your account. The notice will identify the current price, the new price, and the date the change takes effect. Continued use of the Platform after the effective date of a pricing change constitutes acceptance of the updated pricing. If you do not agree to a price change, you may cancel before it takes effect, and the change will not apply to any billing period for which you have already paid. For a subscription with a twelve-month term, a price change takes effect only at the start of the next renewal term.
The legacy Quote Analyzer plan is limited to 25 quotes per billing cycle. Usage limits reset at the start of each billing cycle. Other plan-specific limits, if any, are stated at benefitmax.ai/pricing or in your applicable order form.
You are responsible for all sales, use, VAT, GST, and similar taxes arising from your subscription, excluding taxes based on BenefitMax's net income.
If a BenefitMAX Bundle subscription is not the right fit, you may request a full refund of its first paid charge within seven (7) days of that charge by contacting support@benefitmax.ai or by using the cancel-and-refund option in your billing settings. This guarantee applies only to the first charge of a new Bundle subscription; for a subscription billed annually in advance, it refunds that annual charge. MAX Leads purchases, including Nationwide access and added states, are final and non-refundable because the data is available for use and export immediately. Refund requests outside these terms will be considered only as required by applicable law. Except as stated in this Section or in Section 17.4, all fees are non-refundable, including when you cancel during a term. Nothing in this Section limits any refund, cancellation, or other right you may have under applicable law, including under automatic renewal and negative option statutes.
You may add Authorized Users, add MAX Leads states, or upgrade from individual states to Nationwide access at any time. Additions to an existing subscription are prorated and end on the same date as that subscription’s current term. Reductions in Authorized Users or MAX Leads states take effect only at the start of a renewal term. MAX Leads states may be added but may not be exchanged or removed during a term. If you have a BenefitMAX Bundle and purchase additional MAX Leads states or Nationwide access, that purchase is a separate MAX Leads subscription with its own twelve-month term. If you upgrade from MAX Leads to the BenefitMAX Bundle during a term, a new twelve-month term for the combined subscription begins on the upgrade date, and any unused portion of MAX Leads fees you prepaid annually is credited toward the new subscription.
BenefitMax may suspend or restrict your access to the Platform immediately, with or without prior notice, if BenefitMax reasonably determines that:
BenefitMax will use reasonable efforts to restore access promptly once the issue is resolved.
BenefitMax will use commercially reasonable measures to protect the confidentiality of your non-public documents, data, and business information ("Customer Confidential Information"), and will not disclose such information to third parties except as permitted by this Agreement, the Privacy Policy, or applicable law.
You agree not to disclose or use any non-public information regarding BenefitMax’s software, algorithms, pricing, product plans, or business operations (“BenefitMax Confidential Information”), except as necessary to use the Platform as permitted under this Agreement. BenefitMax Confidential Information includes, without limitation, the Platform’s source code and object code, data models and schemas, machine learning models, model weights and configurations, system and developer prompts, prompt templates, retrieval and ranking logic, training and evaluation methodologies, non-public APIs, architecture and infrastructure design, security controls and audit results, performance and benchmarking data, product roadmaps, and non-public pricing.
You will protect BenefitMax Confidential Information using at least the same degree of care you use to protect your own confidential information of like importance, and in no event less than a reasonable degree of care; will limit access to those Authorized Users who need it to use the Platform and who are bound by written confidentiality obligations at least as protective as this Section; and will notify BenefitMax promptly upon becoming aware of any unauthorized use or disclosure.
You acknowledge that the items listed above derive independent economic value from not being generally known and are the subject of reasonable measures to maintain their secrecy, and accordingly constitute trade secrets of BenefitMax under the Defend Trade Secrets Act, 18 U.S.C. § 1836 et seq., and the Florida Uniform Trade Secrets Act, Fla. Stat. § 688.001 et seq. Your obligations under this Section continue for three (3) years after termination of this Agreement and, with respect to trade secrets, for so long as the information remains a trade secret under applicable law.
Confidentiality obligations do not apply to information that:
A party may disclose confidential information to the extent required by law, provided that, where legally permitted, the receiving party gives prompt notice to the disclosing party.
You acknowledge that any breach or threatened breach of this Section 8 or of Section 11 would cause BenefitMax irreparable harm for which monetary damages would be an inadequate remedy. BenefitMax is therefore entitled to seek injunctive and other equitable relief in any court of competent jurisdiction, without the necessity of posting a bond or proving actual damages, in addition to all other remedies available at law or in equity.
As between the parties, you retain all right, title, and interest in documents, files, data, content, and materials that you upload to or store within the Platform ("Customer Data").
You grant BenefitMax a limited, non-exclusive license to host, store, process, and display Customer Data solely as necessary to provide the Platform, including processing by AI systems used to deliver requested functionality.
Your use of the Platform is subject to BenefitMax’s Privacy Policy. BenefitMax uses third-party service providers, including cloud hosting, authentication, payment processing, and AI model providers, to operate the Platform.
To the extent Customer Data includes personal information subject to the California Consumer Privacy Act, the Florida Digital Bill of Rights, or a comparable state privacy law, BenefitMax processes that personal information solely as a service provider or processor on your behalf and for the limited and specified purpose of providing the Platform; BenefitMax will not sell or share that personal information, will not retain, use, or disclose it for any purpose other than performing the services or as otherwise permitted by applicable law, and will not combine it with personal information obtained from other sources except as permitted by applicable law.
BenefitMax may collect de-identified, aggregated usage and performance data for purposes of improving the Platform, provided such data does not identify you or disclose Customer Data in personally identifiable form. Such data will be de-identified in a manner reasonably designed to prevent re-identification, and BenefitMax will not attempt to re-identify it. BenefitMax will not create Usage Data from Protected Health Information unless that information has first been de-identified in accordance with 45 C.F.R. § 164.514 and the applicable Business Associate Agreement permits that use.
BenefitMax maintains commercially reasonable administrative, technical, and physical safeguards to protect Customer Data against unauthorized access or disclosure. However, no system is fully secure, and you acknowledge that internet-based services involve inherent risk.
You are solely responsible for ensuring that your use of the Platform complies with all applicable laws and regulations, including those governing the privacy and security of personal, employee, and health-related information. You must obtain all necessary authorizations and consents before uploading any sensitive or regulated data to the Platform.
In the event BenefitMax becomes aware of a confirmed security incident materially affecting Customer Data, BenefitMax will notify affected customers without undue delay and, where BenefitMax acts as a business associate, within the period required by the applicable Business Associate Agreement, and in any event as required by applicable law. The notice will include the information then reasonably available to BenefitMax regarding the nature of the incident, the categories of Customer Data involved, and the steps BenefitMax is taking to address it.
During the Subscription Term, BenefitMax will make Customer Data available through the Platform. Upon termination or expiration, BenefitMax will make Customer Data available for export in a commonly used electronic format for thirty (30) days, after which BenefitMax may delete Customer Data from active systems in the ordinary course. Residual copies may remain in backup systems for a limited period consistent with BenefitMax’s standard backup retention policies. Retention obligations required by law, including insurance producer recordkeeping requirements and any applicable Business Associate Agreement, supersede the foregoing. You are solely responsible for retaining copies of any records you are required to maintain under applicable law and should not rely on the Platform as your system of record.
You may not upload, transmit, or otherwise make available through the Platform any Protected Health Information (“PHI”), as defined under the Health Insurance Portability and Accountability Act and its implementing regulations (“HIPAA”), unless a Business Associate Agreement (“BAA”) between you and BenefitMax has been executed and remains in effect. Where a BAA is in effect, BenefitMax will maintain the administrative, technical, and physical safeguards required by the HIPAA Security Rule and that BAA, and the BAA controls over any conflicting provision of this Agreement with respect to PHI.
If you are a Covered Entity or Business Associate under HIPAA and require a BAA to use the Platform with PHI, contact support@benefitmax.ai to request execution of a BAA before uploading any PHI.
You remain solely responsible for determining whether your use of the Platform involves PHI and for ensuring your own compliance with HIPAA and other applicable privacy laws. If you upload PHI without an executed BAA in effect, you do so in breach of this Agreement, and BenefitMax may remove or delete that information and suspend your access under Section 7.
The Platform includes AI-powered features that generate content, analyses, comparisons, and recommendations ("AI Output").
You acknowledge and agree that:
As between the parties, and subject to BenefitMax’s rights in the Platform, you own the AI Output generated through your permitted use of the Platform, and BenefitMax assigns to you whatever rights it may have in that AI Output. You acknowledge that AI Output is machine-generated, may not be eligible for copyright protection, and is not unique: other users may submit similar inputs and receive similar or identical output, and BenefitMax may generate and provide similar or identical output to other users. Nothing in this Section grants you any right in the Platform, its underlying models, or any BenefitMax Confidential Information.
You will not represent AI Output as having been reviewed, approved, or certified by BenefitMax, by any insurance carrier, or by any regulator. Where you distribute AI Output to employees, plan participants, or clients, you are the author and issuer of that material and are responsible for any disclosures, filings, or approvals required by applicable law, including insurance advertising and producer licensing requirements and disclosure requirements under the Employee Retirement Income Security Act. BenefitMax is not a fiduciary, plan administrator, plan sponsor, insurance producer, or agent of any party with respect to any plan or policy, and does not assume any duty you owe to your clients.
Where required by applicable law, BenefitMax discloses that Chat with MAX and other AI features of the Platform are automated systems and not natural persons.
The Compliance Notice Builder generates packets of employee benefit plan notices from federal model notices and the information you provide (“Notice Packets”). Notice Packets are provided for general informational purposes only. They are not legal advice and create no attorney-client relationship between BenefitMax and you, your clients, or any other person. Federal model notices change over time, and Notice Packets contain fields that must be completed with the specific information of the plan to which they relate. Before distributing any Notice Packet, you must review its contents with your own counsel, or confirm that the plan sponsor has done so, and confirm that each notice is required, current, and accurate for that particular plan. You, and not BenefitMax, are responsible for determining which notices a plan must provide and for completing and timely distributing them. BENEFITMAX MAKES NO WARRANTY THAT ANY NOTICE PACKET SATISFIES ANY LEGAL OBLIGATION.
MAX Leads provides information about employee benefit plans and the businesses that sponsor them, derived from public Form 5500 filings, together with business contact information researched from commercial data providers, company websites, and other publicly available sources (“Leads Data”). Leads Data may be incomplete, inaccurate, or out of date and is provided “as is,” without any warranty of accuracy or completeness, and BenefitMax may correct or remove Leads Data at any time, including at the request of a person it identifies. You may access and use Leads Data only to identify and contact prospective clients for your own agency’s business. You may not resell, sublicense, publish, disclose, or otherwise make Leads Data, or any export of it, available to any person outside your agency, or use it to create or improve any database, list, or data product offered to others. Leads Data that you export during your Subscription Term in compliance with this Agreement may be retained and used after your subscription ends, subject to the restrictions in this Section. The MAX Leads state included with a BenefitMAX Bundle is selected once and may not be changed, and its data may be exported only on a twelve-month term and after the 7-day money-back period in Section 6.6 has ended. You are solely responsible for ensuring that your use of Leads Data and any outreach to the persons identified in it complies with applicable law, including the CAN-SPAM Act, the Telephone Consumer Protection Act, telemarketing and do-not-call rules, state insurance solicitation and producer licensing laws, and privacy laws, and you will promptly honor any request by a person to stop contacting them.
If you provide suggestions, ideas, or feedback regarding the Platform ("Feedback"), you grant BenefitMax a perpetual, irrevocable, worldwide, royalty-free, sublicensable license to use, reproduce, modify, incorporate, and exploit such Feedback for any purpose. You retain ownership of your Feedback.
Except for the limited rights granted under this Agreement, BenefitMax acquires no ownership rights in Customer Data.
BenefitMax and its licensors retain all right, title, and interest in the Platform, including all software, documentation, trademarks, and intellectual property rights. This includes all right, title, and interest in the Platform’s source and object code, machine learning models and model weights, system and developer prompts and prompt templates, workflows, data schemas, user interfaces and “look and feel,” documentation, templates, and any content of the document library created by or for BenefitMax, together with all derivative works of and improvements to any of the foregoing, however arising and by whomever created. All rights not expressly granted to you are reserved to BenefitMax and its licensors.
You shall not:
The restrictions in this Section 11.4 are material terms of, and limitations on the scope of, the license granted in Section 2. Any act described in this Section is outside the scope of your license and unauthorized, and may constitute copyright infringement, misappropriation of trade secrets, circumvention under 17 U.S.C. § 1201, and unauthorized access under 18 U.S.C. § 1030 and Fla. Stat. § 815.06, in addition to breach of this Agreement. BenefitMax may suspend access immediately under Section 7 on a reasonable belief that this Section has been breached and is entitled to the equitable relief described in Section 8.5. You will notify BenefitMax promptly of any actual or suspected breach of this Section by you or any Authorized User and will cooperate with BenefitMax in remedying it.
You agree not to:
The Platform may integrate with third-party services, APIs, and AI models. BenefitMax does not control and is not responsible for third-party services, including their availability, security, or accuracy. Your use of third-party services may be subject to separate terms.
BenefitMax may change or discontinue third-party integrations at any time.
THE PLATFORM AND ALL AI OUTPUT ARE PROVIDED "AS IS" AND "AS AVAILABLE." BENEFITMAX DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, RELIABILITY, AND NON-INFRINGEMENT.
BENEFITMAX DOES NOT WARRANT THAT:
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES. TO THE EXTENT ANY DISCLAIMER IN THIS SECTION IS UNENFORCEABLE UNDER APPLICABLE LAW, IT IS LIMITED TO THE MINIMUM EXTENT NECESSARY TO MAKE IT ENFORCEABLE, AND ANY IMPLIED WARRANTY THAT CANNOT BE DISCLAIMED IS LIMITED IN DURATION TO THIRTY (30) DAYS FROM YOUR FIRST ACCESS TO THE PLATFORM.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, BENEFITMAX SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS INTERRUPTION, ARISING FROM THIS AGREEMENT OR THE PLATFORM.
BENEFITMAX'S TOTAL LIABILITY SHALL NOT EXCEED THE AMOUNTS PAID BY YOU DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.
THE LIMITATIONS IN THIS SECTION ARE A FUNDAMENTAL BASIS OF THE BARGAIN AND BENEFITMAX WOULD NOT PROVIDE THE PLATFORM WITHOUT THEM.
You agree to defend, indemnify, and hold harmless BenefitMax and its officers, directors, employees, and agents from any claims, damages, losses, and expenses arising from:
The party seeking indemnification will promptly notify the other party of the claim (delay excuses the indemnifying party only to the extent it is prejudiced), give the indemnifying party sole control of the defense and settlement of the claim, and provide reasonable cooperation at the indemnifying party’s expense. No settlement that imposes liability on, or requires an admission of fault by, the indemnified party may be entered into without that party’s consent, which will not be unreasonably withheld. The indemnified party may participate in the defense with counsel of its own choosing at its own expense.
This Agreement begins when you accept it and continues until terminated.
You may cancel your subscription at any time through your account settings or by contacting support@benefitmax.ai. Cancellation stops the next renewal and takes effect at the end of the current term; your access continues, and all fees for the remainder of that term remain payable, until then. For a month-to-month subscription continuing under Section 5.1, cancellation takes effect at the end of the current billing period.
BenefitMax may terminate immediately if:
BenefitMax may terminate for any reason upon thirty (30) days’ prior notice, in which case BenefitMax will refund any prepaid fees covering the period after the effective date of termination. No refund is due on termination by BenefitMax for cause under Section 17.3 or on your cancellation under Section 17.2.
Upon termination:
This Agreement is governed by the laws of the State of Florida, without regard to its conflict of laws rules, and excluding the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act.
Disputes shall be brought exclusively in the state or federal courts located in Duval County, Florida, and each party consents to the personal jurisdiction of those courts and waives any objection based on venue or forum non conveniens. Notwithstanding the foregoing, either party may seek injunctive or other equitable relief to protect its intellectual property, Confidential Information, or trade secrets in any court of competent jurisdiction.
EACH PARTY WAIVES ANY RIGHT TO A JURY TRIAL.
In any action or proceeding to enforce or interpret this Agreement, the prevailing party is entitled to recover its reasonable attorneys’ fees and costs, including on appeal.
This Agreement, together with the Privacy Policy, constitutes the entire agreement between the parties.
BenefitMax may modify this Agreement from time to time. For material changes, BenefitMax will provide at least thirty (30) days' prior notice via email or in-Platform notification. Non-material changes (including clarifications, typographical corrections, and changes required by law) may be made without advance notice. Your continued use of the Platform after the effective date of any modification constitutes acceptance of the revised Agreement. If you do not agree to a material modification, your sole remedy is to terminate this Agreement before the effective date.
If any provision is unenforceable, the remaining provisions remain in effect.
No waiver is effective unless in writing.
You may not assign this Agreement, in whole or in part, by operation of law or otherwise, without BenefitMax’s prior written consent, except that you may assign it on written notice to a successor to all or substantially all of your business or assets that is not a competitor of BenefitMax. BenefitMax may assign this Agreement to an affiliate or to a successor in connection with a merger, acquisition, or sale of all or substantially all of its assets. Any attempted assignment in violation of this Section is void.
Notices to BenefitMax:
BenefitMax Group LLC
12724 Gran Bay Parkway West, Suite 410
Jacksonville, Florida 32258
Email: support@benefitmax.ai
No third party has rights under this Agreement.
BenefitMax is not liable for delays due to causes beyond its control, including natural disasters, cyberattacks, utility failures, governmental actions, pandemics, or third-party infrastructure failures.
You represent that you are not in a sanctioned country or on a restricted-party list, and will not use the Platform in violation of export control laws.
Electronic acceptance has the same effect as a handwritten signature.
BY CLICKING "I AGREE," CREATING AN ACCOUNT, OR USING THE PLATFORM, YOU AGREE TO BE LEGALLY BOUND BY THIS AGREEMENT.
BenefitMax Group LLC
12724 Gran Bay Parkway West, Suite 410
Jacksonville, Florida 32258
support@benefitmax.ai
www.benefitmax.ai