Predictable Benefits Inc. – Terms of Use

1. About This Agreement

By accessing or using the Predictable Benefits Inc. website (“Site”) or any related software or services (“Services”), you acknowledge and agree to be bound by these Terms of Use (“Terms”) and any future modifications posted here. Continued use of the Site after changes are posted constitutes your acceptance of the updated Terms. If you do not agree to these Terms, do not access or use the Site.

2. Definitions and Authorized Users

There are five types of Authorized Users, each with distinct access privileges:

• Administrator – An organization authorized by Predictable Benefits to manage agencies, brokers, employer accounts, benefits configurations, and employee data.
• Agency – A benefits agency or general agency authorized by Predictable Benefits to manage brokers, employer accounts, benefits configurations, and employee data.
• Broker – A benefits professional authorized by Predictable Benefits to manage employer accounts, benefits configurations, and employee data.
• Employer – A company or organization sponsoring benefit programs for its employees, authorized to use the Site directly or through a Broker.
• Employee – An individual user (typically an employee or plan participant) authorized by an Employer or Broker to access benefit-related information.

All Authorized Users must maintain accurate registration information and keep login credentials confidential. Unauthorized account sharing is strictly prohibited.

3. License and Access Rights

Predictable Benefits grants each Authorized User a limited, non-exclusive, non-transferable, revocable license to access and use the Site and Services for lawful purposes and in accordance with these Terms. Use of the Site during any free trial period is also governed by these Terms. By activating or accessing a free trial, you acknowledge that you remain fully bound by these Terms, including all restrictions and obligations described herein.

4. Restrictions and Competitor Access

You may not:

• Access or use the Site to build, benchmark, or improve a competing product or service.
• Copy, modify, distribute, resell, or create derivative works based on the Site or its content.
• Decompile, reverse-engineer, or attempt to derive the source code, architecture, or underlying data structures.
• Allow access to competitors, consultants, or third parties who may use the system to develop competing functionality or derive proprietary methods.

Predictable Benefits reserves the right to deny or revoke access to any user or organization suspected of competitor evaluation or IP theft at its sole discretion.

5. User Responsibilities

All users agree to:

• Use the Site in compliance with all applicable federal, state, and local laws, including data privacy and security laws.
• Provide accurate information and not impersonate any individual or entity.
• Maintain the confidentiality of usernames and passwords.
• Refrain from transmitting any malicious code, spam, or harmful materials.
• Not interfere with or disrupt the Site or its servers.

Users are responsible for all actions taken through their accounts.

6. Your Information

“You” or “Your Information” refers to any data, content, or materials you or your organization submit to Predictable Benefits. You represent and warrant that:

• Your Information is accurate, lawful, and non-infringing.
• You have obtained all necessary permissions to share the data.
• Your Information does not contain harmful code or violate any rights of third parties.

Predictable Benefits may review, modify, or remove any content or account that violates these Terms or applicable law.

7. Free Trial and Beta Use

Free trials or beta access are offered at Predictable Benefits’ discretion and may be terminated at any time. Users of free trials or beta features are subject to these Terms and must not share or disclose proprietary features, workflows, or interfaces publicly. Any unauthorized disclosure or copying of system functionality constitutes a material breach of these Terms and may result in immediate termination and legal action.

8. Intellectual Property

All content, software, trade secrets, data structures, documentation, and other materials provided by Predictable Benefits are and remain the exclusive property of Predictable Benefits Inc. No rights or licenses are granted except those expressly stated herein. Unauthorized use, duplication, or distribution is strictly prohibited and may result in civil and criminal penalties.

9. Third-Party Services

The Site may link to or integrate with third-party applications or services. Predictable Benefits is not responsible for the actions, omissions, or policies of third parties. Your interactions with third-party vendors are solely between you and such vendors.

10. Data Protection and Privacy

Predictable Benefits complies with applicable data privacy and security laws, including the GDPR, CCPA, VCDPA, CPA, CTDPA, and HIPAA, as applicable. We implement administrative, technical, and physical safeguards designed to protect personal information against unauthorized access, disclosure, alteration, or destruction.

• Business Associate Agreement: To the extent Predictable Benefits processes Protected Health Information (as defined under HIPAA) on behalf of a Covered Entity or Business Associate, the parties shall execute a Business Associate Agreement, which shall govern the handling of such information and is incorporated herein by reference.
• Data Processing Addendum: To the extent Predictable Benefits processes personal data subject to GDPR or other applicable data protection laws on behalf of a data controller, the parties shall execute a Data Processing Addendum, which shall govern such processing and is incorporated herein by reference.
• Data Subject Rights: Individuals may exercise their rights under applicable data protection laws, including the right to access, correct, delete, or port their personal data, by contacting Predictable Benefits at privacy@predictablebenefits.com or through the mechanisms described in the Privacy Policy.

Use of the Site constitutes consent to the collection and processing of data as outlined in the Predictable Benefits Privacy Policy, which forms part of these Terms.

11. No Legal, Financial, or Health Advice

Information provided through the Site is for general educational purposes only and does not constitute legal, accounting, financial, or medical advice. Always consult qualified professionals for specific advice. Predictable Benefits disclaims any liability arising from reliance on Site content.

12. Indemnification

You agree to indemnify, defend, and hold harmless Predictable Benefits, its affiliates, officers, employees, and agents from and against any claims, damages, liabilities, losses, or expenses (including reasonable attorney fees) arising out of or related to your violation of these Terms, misuse of the Site, or infringement of third-party rights.

13. Disclaimers and Limitation of Liability

The Site and Services are provided “as is” and “as available.” Predictable Benefits disclaims all warranties, express or implied, including but not limited to merchantability, fitness for a particular purpose, and non-infringement.

In no event shall Predictable Benefits be liable for indirect, incidental, special, consequential, or punitive damages, or for lost profits or data, even if advised of the possibility of such damages. Total liability to any user shall not exceed the amount paid by that user in the twelve (12) months preceding the claim.

Notwithstanding the foregoing, the limitations set forth in this Section 13 shall not apply to: (a) either party's indemnification obligations under Section 12; (b) either party's gross negligence, willful misconduct, or fraud; (c) Predictable Benefits' breach of its confidentiality or data security obligations; (d) your breach of Section 4 or Section 8; or (e) amounts owed for fees due under any applicable Subscription Agreement.

14. Dispute Resolution and Arbitration

• Governing Law: These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to conflict-of-law principles.
• Arbitration: Any dispute, claim, or controversy arising out of or relating to these Terms or the Site shall be resolved by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. The arbitration shall be conducted by a single arbitrator. The arbitrator's decision shall be final and binding.
• Venue: The arbitration shall take place in New Castle County, Delaware.
• Waiver of Jury Trial: Both parties expressly waive the right to a trial by jury.
• Class Action Waiver: You agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated, or representative action.
• Injunctive Relief: Predictable Benefits retains the right to seek injunctive relief in any court of competent jurisdiction to protect its intellectual property or confidential information.

15. Refund Policy

• Fees: Subscription fees are set forth in the applicable Subscription Agreement or order form. All fees are due in accordance with the payment terms specified therein.
• Auto-Renewal: Unless otherwise specified in your Subscription Agreement, subscriptions automatically renew for successive periods equal to the initial subscription term. You may cancel auto-renewal at any time by providing written notice to Predictable Benefits at least fifteen (15) days prior to the renewal date.
• Non-Refundable Fees: All subscription fees and charges are non-refundable, except as expressly set forth in the applicable Subscription Agreement or as required by applicable law.
• Data Retention Post-Termination: Upon termination or cancellation, Predictable Benefits will retain Your Information for one hundred eighty (180) days, during which time you may request export of your data. After such period, data may be permanently deleted.

16. Amendments and Entire Agreement

Predictable Benefits may amend these Terms at any time by posting an updated version on the Site. For material changes, Predictable Benefits will provide at least ten (10) days' advance notice via email to the account administrator. Continued use of the Site after such posting constitutes acceptance of the amended Terms. These Terms, together with any applicable Subscription or Partner Agreement and the Privacy Policy, represent the entire agreement between you and Predictable Benefits Inc.

17. Term and Termination

• Term: These Terms are effective upon your first access to or use of the Site and continue until terminated in accordance with this Section.
• Termination by You: You may terminate your account at any time by providing written notice to Predictable Benefits at privacy@predictablebenefits.com or through the account settings. Termination does not entitle you to any refund of prepaid fees.
• Termination by Predictable Benefits: Predictable Benefits may suspend or terminate your access immediately if you breach these Terms, fail to pay fees, or if required by law. We may also terminate for convenience upon sixty (60) days' prior written notice.
• Effect of Termination: Upon termination, your license to access the Site terminates, you must cease all use, and you remain liable for fees accrued. Sections 4, 6, 8, 10, 11, 12, 13, 14, and other surviving provisions shall remain in effect.

18. Assignment

You may not assign, transfer, or delegate these Terms without the prior written consent of Predictable Benefits. Predictable Benefits may assign these Terms without restriction, including in connection with a merger, acquisition, or sale of assets.

19. Force Majeure

Neither party shall be liable for any failure or delay in performing its obligations (other than payment) to the extent such failure results from circumstances beyond reasonable control, including acts of God, war, terrorism, natural disasters, or power failures.

20. Notices

All notices shall be in writing and deemed given upon personal delivery, confirmed email transmission, or deposit with a courier or U.S. mail.

Notices to Predictable Benefits shall be sent to:

Predictable Benefits Inc.
1340 Sumner Ave.
Cleveland, OH 44115
Email: privacy@predictablebenefits.com

21. Severability

If any provision of these Terms is held to be invalid or unenforceable, such provision shall be modified to the minimum extent necessary to make it valid, or severed from these Terms. The remaining provisions shall continue in full force and effect.

22. Eligibility and Age Requirement

The Site and Services are intended for users who are at least eighteen (18) years of age. By accessing or using the Site, you represent and warrant that you meet this age requirement and have the legal capacity to enter into these Terms.

23. Entire Agreement

These Terms, together with any applicable Subscription Agreement, Partner Agreement, Business Associate Agreement, Data Processing Addendum, and the Privacy Policy, represent the entire agreement between you and Predictable Benefits Inc. and supersede all prior understandings.