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SecureFileX Subscription Agreement This Agreement is between Benefit Insights, Inc. ("BI") and you ("you" or "Customer"), as an authorized user of SecureFileX, and governs the terms and conditions of your use of SecureFileX ("SecureFileX" or "the Service"). This Agreement, together with any operating rules, policies, price schedules, or other supplemental documents expressly incorporated herein by reference and published from time to time by BI (collectively, the "Agreement"), constitutes the entire agreement between BI and you regarding SecureFileX, and supersedes all prior agreements between the parties regarding the subject matter of this Agreement. Your registration for, or use of the Service shall be deemed to be your agreement to abide by this Agreement. Description of Service SecureFileX is an Internet-based data transfer and storage resource. BI will provide you with use of the Service, including a browser interface and data encryption, transmission and access, accessible via http://www.SecureFileX.com or another designated web site or IP address. You authorize individuals to access the Service by creating user accounts. License Grant and Restrictions BI grants you a non-exclusive, non-transferable right to use the audio and visual information, documents, software products and services contained in or made available to you in the course of using the Service (the “Content”) subject to the terms and conditions of this Agreement. All rights not expressly granted to you are reserved by BI. You shall not (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Service or the Content in any way; (ii) modify or make derivative works based upon the Service or Content; (iii) “frame” or “mirror” any Content on any other server or wireless or Internet-based device; or (iv) reverse engineer or access the Service in order to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics of the Service, or (c) copy any ideas, features, functions or graphics of the Service. Your Responsibilities You are solely responsible for any and all activities that occur under your user accounts and shall abide by all applicable local, state, and federal laws and regulations in connection with your use of the Service, including those related to data privacy. You shall notify BI immediately of any unauthorized use of any password or account or any other breach of security that is known or suspected by you. You shall also report to BI immediately and use your best efforts to stop immediately any copying or distribution of Content that is known or suspected by you. Account Information and Data BI does not own any data, information or material that you submit to the Service in the course of using the Service ("Data"). BI will not monitor, edit, or disclose any information regarding you or your account, including any Data, without your prior permission except in accordance with this Agreement. BI may access your account, including its Data, to respond to service or technical problems or as stated in this Agreement. You, not BI, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness and copyright of all Data, and BI shall not be responsible or liable for the deletion, correction, destruction, damage, loss and/or failure to store any Data. BI reserves the right to withhold, remove and/or discard Data without notice for any breach, including, without limitation, your non-payment. Upon termination for cause, your right to access or use Data immediately ceases, and BI shall have no obligation to maintain or forward any Data. Intellectual Property Ownership Except for the licenses granted herein, you have no right, title or interest in or to the Service or any Content. You agree that BI alone shall own all right, title and interest, including all related intellectual property rights, in and to the proprietary technology (including software, hardware, products, processes, algorithms, user interfaces, know-how, techniques, designs and other tangible or intangible technical material or information (“SecureFileX Technology”), the Content and the Service and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any other party relating to the Service. The SecureFileX name and the SecureFileX logo are trademarks of BI and no right or license is granted to use them. Charges and Payment of Fees You shall pay all fees or charges to your account in accordance with the fees, charges, and billing terms in effect at the time a fee or charge is due and payable. You are responsible for paying for all licenses ordered for the entire period during which you are licensed to use the Service (“License Term”), whether or not such licenses are actively used. BI reserves the right to modify its fees and charges and to introduce new charges at any time, upon at least 30 days prior notice to you, which notice may be provided by email. In the event you cancel the Service, BI will not refund any fees already paid by you. Billing and Renewal BI charges and collects in advance for use of the Service. BI will automatically renew and issue an invoice to you each year on the subsequent anniversary. The renewal charge will be equal to the then-current license fee in effect at the time of renewal. BI’s fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties, excluding only United States (federal or state) taxes based solely on BI's income. You agree to provide BI with complete and accurate billing and contact information. This information includes your name, street address, email address, and telephone number. You agree to update this information within 30 days of any change to it. If the contact information you have provided is false or fraudulent, BI reserves the right to terminate your access to the Service in addition to any other legal remedies. If you believe your bill is incorrect, you must contact us in writing within 30 days of the invoice date of the invoice containing the amount in question to be eligible to receive an adjustment or credit. Non-Payment and Suspension In addition to any other rights granted to BI herein, BI reserves the right to suspend or terminate this Agreement and your access to the Service if your account becomes delinquent (falls into arrears). Delinquent invoices (accounts in arrears more than 30 days after its due date) are subject to interest of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is less, plus all expenses of collection. You will continue to be charged for licenses during any period of suspension. If you or BI initiates termination of this Agreement, you will be obligated to pay the balance due on your account computed in accordance with the Charges and Payment of Fees section above. You agree that BI may bill you for such unpaid fees. BI reserves the right to impose a reconnection fee in the event you are suspended and thereafter request access to the Service. You agree and acknowledge that BI has no obligation to retain Data and that such Data may be irretrievably deleted if your account is 30 days or more delinquent. Termination upon Expiration/Reduction in Number of Licenses The initial term will be one year, commencing on the date you agree to pay for the Service. Upon the expiration of the initial term, this Agreement will automatically renew for successive renewal terms equal in duration to the initial term at BI's then current fees. Either party may terminate this Agreement or reduce the number of licenses, effective only upon the expiration of the then current License Term, by notifying the other party in writing at least five (5) business days prior to the date of the invoice for the following term. In the case of free trials, notifications provided through the Service indicating the remaining number of days in the free trial shall constitute notice of termination. In the event this Agreement is terminated (other than by reason of your breach), all active file transfers will remain active but no new file transfers can be made. You agree and acknowledge that BI has no obligation to retain the Data, and may delete such Data, after all transfers are completed after termination. Termination for Cause Any breach of your payment obligations or unauthorized use of the SecureFileX Technology or Service will be deemed a material breach of this Agreement. BI, in its sole discretion, may terminate your password, account or use of the Service if you breach or otherwise fail to comply with this Agreement. In addition, BI may terminate a free account at any time in its sole discretion. You agree and acknowledge that BI has no obligation to retain the Data, and may delete such Data, if you have materially breached this Agreement, including but not limited to failure to pay outstanding fees, and such breach has not been cured within 30 days of notice of such breach. Trial Offers, Coupons and Special Offers BI reserves the right to discontinue or modify coupons, and special promotional offers at our discretion. The free trial offer associated with SecureFileX entitles subscribers to a one-time free trial usage of the service. Free trial terms vary by promotional offer. At the end of the trial period you will be automatically subscribed and we will bill you for the fees to the Service plan you selected at registration or to a default Service plan for trial subscribers selected by BI. If you wish to terminate the trial and do not wish to subscribe to a plan, you must cancel before the end of your trial period. User Conduct You agree to abide by all applicable local, state, national and foreign laws, treatises and regulations in connection with the Service. In addition, without limitation, you agree not to use the Service to: (a) use information from the Service in connection with sending unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of duplicative or unsolicited messages, whether commercial or otherwise; (b) harvest, collect, gather or assemble information or data regarding other users, including email addresses, without their consent; (c) transmit through or post on the Service unlawful, harassing, libelous, abusive, tortious, defamatory, threatening, harmful, invasive of another's privacy, vulgar, obscene or otherwise objectionable material of any kind or nature or which is harmful to minors in any way; (d) transmit any material that may infringe the intellectual property rights or other rights of third parties, including trademark, copyright or right of publicity; (e) transmit any material that contains software viruses or other harmful or deleterious computer code, files or programs such as trojan horses, worms, time bombs, cancelbots; (f) interfere with or disrupt servers or networks connected to the Service or violate the regulations, policies or procedures of such networks; (g) attempt to gain unauthorized access to the Service, other accounts, computer systems or networks connected to the Service, through password mining or any other means; or (h) harass or interfere with another customer's use and enjoyment of the Service. BI has no obligation to monitor the Service and/or Content or any user's use thereof or retain the content of any user session. However, BI reserves the right at all times to monitor, review, retain and/or disclose any information as necessary to satisfy any applicable law, regulation, legal process or governmental request. Representations and Warranties Each party represents and warrants that it has the legal power and authority to enter into this Agreement. BI represents and warrants that it will provide the Service in a manner consistent with general industry standards reasonably applicable to the provision thereof and that the Service will perform substantially in accordance with the online SecureFileX help documentation under normal use and circumstances. You represent and warrant that you have not falsely identified yourself nor provided any false information to gain access to the Service and that your billing information is correct. Indemnification You shall indemnify and hold BI and its parents, subsidiaries, affiliates, officers, directors, employees, attorneys, and agents harmless from and against any and all claims, costs, damages, losses, liabilities, and expenses (including attorneys' fees and costs) arising out of or in connection with your use of the Service (including the Content) or breach of this Agreement Disclaimer of Warranties BI MAKES NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE SERVICE OR ANY CONTENT. BI DOES NOT REPRESENT OR WARRANT THAT: (I) THE USE OF THE SERVICE WILL BE TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (II) THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (III) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (IV) ERRORS OR DEFECTS WILL BE CORRECTED, (V) THE SERVICE OR THE SERVER(S) THAT MAKE THE SERVICE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE SERVICE AND ALL CONTENT IS PROVIDED TO YOU STRICTLY ON AN "AS IS" BASIS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY BI . Internet Delays BI’S SECUREFILEX SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. BI IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS. Limitation of Liability IN NO EVENT SHALL BI'S AGGREGATE LIABILITY EXCEED THE AMOUNT ACTUALLY PAID BY YOU IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. IN NO EVENT SHALL BI BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THIS SERVICE, INCLUDING BUT NOT LIMITED TO YOUR USE OR INABILITY TO USE THE SERVICE, OR FOR ANY CONTENT OBTAINED FROM OR THROUGH THE SERVICE, EVEN IF BI HAS BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Local Laws and Export Control BI controls and operates this Service from its location in the United States of America and is subject to the United States Export Administration Laws and Regulations. BI makes no representation that the Service is appropriate or available for use in other locations. If you use the Service from outside the United States of America, you are solely responsible for compliance with all applicable laws, including without limitation export and import regulations of other countries. Any diversion of the Content contrary to United States law is prohibited. None of the Content, nor any information acquired through the use of the Service, is or will be acquired for, shipped, transferred, or re-exported, directly or indirectly, to proscribed or embargoed countries or their nationals, nor is or will be used for nuclear activities, chemical biological weapons, or missile projects, unless specifically authorized by the United States Government for such purposes. You shall comply strictly with all United States export laws and assume sole responsibility for obtaining licenses to export or re-export as may be required. Modification to Terms BI reserves the right to change the terms and conditions of this Agreement or its policies relating to the Service at any time and shall notify you by posting an updated version of this Agreement on the Service and/or by sending you an email message. You are responsible for regularly reviewing this Agreement. Continued use of the Service after any such changes shall constitute your consent to such changes. General This Agreement will be governed by North Carolina law and controlling United States federal law, without regard to the choice or conflicts of law provisions of any jurisdiction. You shall bring all disputes, actions, claims, or causes of action related to this Agreement or in connection with the Service only in the federal and state courts located in New Bern, North Carolina. No text or information set forth on any other purchase order, preprinted form or document shall add to or vary the terms and conditions of this Agreement. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect. No joint venture, partnership, employment, or agency relationship exists between you and BI as a result of this Agreement or use of the Service. The failure of BI to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by BI in writing. BI has the right to assign any or all of its rights and obligations under this Agreement at any time. You may not assign any of your rights and obligations under this Agreement without BI’s prior written consent. This Agreement comprises the entire agreement between you and BI and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding the subject matter contained herein.

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