BenefitX Affiliate Agreement

1. Independent Contractor Relationship

You and BenefitX, LLC are independent of each other. Nothing in this agreement creates an employer-employee relationship, partnership, joint venture, or agency relationship. You are not entitled to employee benefits, workers compensation, unemployment insurance, or any other employment-related benefit from BenefitX, LLC.

You set your own schedule, choose your own marketing channels, and decide which prospects to pursue. BenefitX, LLC does not direct the manner or means by which you generate referrals.

You provide your own tools, equipment, transportation, work location, and business expenses. You have a genuine opportunity for profit and loss based on your own efforts and decisions, and you may suffer financial loss from outreach that does not convert into commissioned Employer referrals.

You are solely responsible for all federal, state, and local taxes (including self-employment tax) arising from payments to you under this agreement. BenefitX, LLC does not withhold employment taxes from your commissions; Stripe Connect Express will issue you an IRS Form 1099 as described in Section 6.

The parties refer to you in this agreement as an "Affiliate" — an independent referrer of the BenefitX software-as-a-service platform. The Affiliate role under this agreement is distinct from any role you may separately hold as a licensed insurance producer, including any appointment you may hold with any insurance company or agency. See Sections 3 and 4.

2. Scope of Compensation — SaaS Only

You earn commission only on BenefitX SaaS PEPM revenue. The "BenefitX SaaS PEPM revenue" is the per-employee per-month subscription fee BenefitX, LLC bills employers for use of the software platform. The PEPM rate, the commission rate, and the monthly payout minimum are set out in Schedule A (attached and incorporated by reference). SaaS commissions are paid by BenefitX, LLC.

BenefitX, LLC pays NO commission of any kind on insurance product enrollment, premium dollars, plan placement, or carrier compensation under this agreement. BenefitX, LLC is a software company and does not place insurance, hold any agent-of-record relationship, or share in any insurance commission. Insurance commissions, when paid by a carrier on policies sold to BenefitX members, flow directly from the carrier to the licensed agent of record under that agent's separate carrier appointment. Whether you receive any insurance commission on a referred Employer's policies depends entirely on whether (i) you are separately appointed as a licensed producer with the employee's insurance company, and (ii) that separate appointment makes you the agent of record on the policy. None of that flows through this agreement.

No compensation under this agreement is conditioned upon the sale, placement, renewal, or retention of any insurance product. The SaaS commission accrues on Employer subscription revenue regardless of whether the Employer elects to add a marketplace service, regardless of whether the Employer's employees enroll in any insurance product, regardless of which licensed agent is assigned as agent of record on any marketplace, and regardless of any insurance commission earned by you or any other agent.

You represent and warrant that the SaaS commission paid under this agreement will not be shared, in whole or in part, with any Employer, any insured individual, or any other person, and you will not characterize the SaaS commission or any BenefitX platform subscription itself as a rebate, discount, or inducement in connection with the sale of any insurance product.

You will not represent to any prospect, Employer, or employee that you are entitled to insurance commissions on their policies, that the BenefitX SaaS subscription includes insurance coverage or insurance pricing, or that BenefitX, LLC is an insurance agency, broker, or producer. Any such representation is grounds for immediate termination of this agreement under Section 8 and triggers your indemnification obligations under Section 14.

3. Scope of Your Representations to Prospects (No Solicitation of Insurance)

This Section 3 defines what you may and may not say to prospects, Employers, and employees in connection with the BenefitX SaaS referrals on which your commissions are paid.

What you MAY do. You may describe and promote the BenefitX software platform — its ICHRA administration workflows, employer dashboards, compliance automation, reimbursement processing, plan-document generation, payroll integration, employee self-service, and similar software features. You may discuss BenefitX pricing (the SaaS PEPM fee), the affiliate program itself, and the existence of the optional private-branded employee marketplace.

What you MAY NOT do. You may NOT (a) discuss specific insurance plans, coverage features, premium amounts, networks, formularies, carrier choices, or plan suitability with any prospect, Employer, or employee; (b) advise any prospect, Employer, or employee on selection, design, or appropriateness of any insurance coverage; (c) compare specific insurance products; (d) represent yourself as a licensed insurance agent, broker, or producer in connection with BenefitX referrals unless both (i) you actually hold an active license in the relevant jurisdiction AND (ii) you have a current separate appointment as a producer with an insurance company authorizing that representation; or (e) accept or solicit any commission, fee, gratuity, or other consideration from any prospect, Employer, employee, carrier, or other person in connection with the placement, renewal, or service of any insurance product reimbursed through the BenefitX platform.

Insurance-conduct routing. If a prospect, Employer, or employee asks you specific insurance questions (coverage details, plan choice, premium quotes, claims support, AOR appointment), you will route them to a licensed agent. You will not attempt to answer those questions yourself unless your separate appointment with an insurance company expressly authorizes you to do so.

Software vendor disclosure. BenefitX, LLC is a software platform, not an insurance agency, brokerage, or producer. BenefitX, LLC is not a party to any insurance transaction. The private-branded employee marketplace, when an Employer elects to add it, is operated by a licensed insurance agency or company under a separate vendor agreement with BenefitX, LLC. Agent-of-record assignment on any marketplace is determined by the contracted vendor agency or company, not by BenefitX, LLC. Your SaaS commission earned under this agreement attaches to the referred Employer regardless of whether the Employer adds the marketplace, regardless of whom the vendor company assigns as agent of record, and regardless of any insurance commission earned by any other agent.

4. Licensure Disclosure

At signup, you indicate whether you currently hold an active health-insurance producer license in any U.S. jurisdiction. This is a single yes/no disclosure. BenefitX, LLC does not verify, audit, or rely on your license status for any purpose under this agreement, and does not collect your NPN, resident state, license number, or carrier appointments. Your SaaS commission entitlement is identical whether you answer yes or no.

If you indicated yes at signup, BenefitX, LLC will share your name, email, and phone with your agency upline so your upline may, at its discretion, invite you into its separate insurance-producer onboarding process. Any such relationship between you and any agency or insurance company (including license verification, carrier appointment, and any insurance-commission compensation) is governed entirely by your separate agreements with that agency or insurance company, NOT by this agreement, and is at the agency's sole discretion.

5. Referral Attribution

BenefitX, LLC assigns you a unique referral slug (e.g., "your-name") and a referral URL of the form portal.benefitx.com/start?ref=your-name. Any employer who signs up using your link, or who has accepted a 30-day attribution cookie set by your link, will be permanently attributed to you for purposes of SaaS commission as long as both you and the employer remain in Good Standing (defined below).

An employer is "permanently attributed" once their first successful Stripe Checkout (whether $0 setup-mode or paid checkout) records your slug in its session metadata. A change of attribution thereafter requires explicit written approval from BenefitX Support, made in good faith based on platform records, referral metadata, and onboarding audit logs.

Mis-attribution disputes. If you believe a referred Employer has been attributed to a different Affiliate (or to no Affiliate) in error, you must submit a written dispute to support@benefitx.com within thirty (30) days after the disputed Employer first appears (or fails to appear) in the Affiliate dashboard. BenefitX, LLC will review the dispute against platform records (Stripe metadata, attribution cookie logs, onboarding audit events) and any evidence you submit, and will issue a written decision within fourteen (14) business days. The decision is final absent manifest error and is subject to arbitration under Section 12.

Self-referrals are not permitted. You may not earn commissions on any employer where (a) you, your spouse, your domestic partner, your adult or minor child, your parent, or your sibling is the owner, principal, named contact, or fiduciary; (b) any entity in which you (or any of the foregoing relatives) hold a beneficial ownership, control, officer, director, or trustee interest is the employer; or (c) you have an existing fiduciary duty (e.g., as an officer, director, or trustee of the employer or its parent organization).

Good Standing. As used in this agreement, "Good Standing" means that you (i) are not in material breach of this agreement, (ii) have not engaged in conduct that would support termination for cause under Section 8, (iii) are current on any clawback debts under Section 7, and (iv) have not made any representation to a prospect, Employer, or employee that violates Section 3 (Scope of Your Representations).

6. Payment Terms

Commissions accrue on a per-invoice basis as BenefitX, LLC collects SaaS PEPM payments from your referred employers. Accrued commissions for a given calendar month are aggregated and paid out on or about the 5th business day of the following month.

Payouts are made by ACH transfer through Stripe Connect Express to the bank account you connect during onboarding. Stripe will issue you an IRS Form 1099 for each calendar year in which your total payouts are $600 or greater. Your Stripe Connect Express account is governed by Stripe's own terms of service and Connect Account Agreement, including Stripe's KYC, AML, and sanctions- screening requirements; suspension or termination of your Stripe Connect Express account suspends payment under this agreement and may, in BenefitX, LLC's reasonable discretion exercised in good faith, constitute grounds for termination of this agreement under Section 8.

A monthly payout below the threshold stated in Schedule A will roll over to the following month rather than be sent in that small amount, to avoid ACH fees consuming the payout. Rollovers compound until the threshold is reached.

7. Chargebacks, Refunds, Reversals

Definition. A "Reversal" means any reduction in a previously-collected SaaS PEPM invoice amount within the 180-day period beginning on the date BenefitX, LLC first collected the underlying invoice, including (a) Stripe chargebacks, (b) refunds issued by BenefitX, LLC, (c) pro-rata credits for mid-cycle downgrades, and (d) reversals required by Stripe under its dispute or fraud-loss processes. Routine goodwill credits unrelated to the underlying invoice amount are not Reversals.

If a SaaS invoice underlying an accrued commission is Reversed within the 180-day window, the corresponding commission is reversed. BenefitX, LLC will provide you written notice at least 15 days before deducting the reversed amount from a future payout, with itemized detail (tenant ID, invoice ID, original commission amount, reversal amount, and reason category). If the reversal happens before payout, the accrual is simply removed and notice is provided with the same monthly statement. If the reversal happens after payout, BenefitX, LLC may (a) offset the reversed amount against your next monthly payout (preferred), or (b) if no future payout is reasonably anticipated, invoice you for the reversed amount, payable within thirty (30) days; unpaid amounts accrue interest from the invoice date at the federal short-term rate published under IRC §1274(d) plus 2%.

You may dispute any reversal calculation by written notice to support@benefitx.com within thirty (30) days after notice of the deduction or invoice. BenefitX, LLC will review and respond within fourteen (14) business days. Disputes unresolved by the parties may be submitted to arbitration under Section 12.

Fraud carve-out. The 180-day lookback does not apply to commissions traceable to fraudulent referrals (including referrals routed through shell companies, paid-prospect schemes, or knowingly false signup information). BenefitX, LLC may recover the full amount of any commission paid on a fraudulent referral at any time, together with reasonable attorneys' fees and collection costs.

8. Term and Termination

This agreement begins on the date you accept it during signup and continues until terminated by either party.

Termination without cause. Either party may terminate this agreement without cause by giving the other party at least thirty (30) days' prior written notice (email is sufficient).

Termination for cause. BenefitX, LLC may terminate this agreement immediately and without further notice if you (a) commit fraud, including without limitation referral fraud or false signup information; (b) violate Stripe's terms of service or have your Stripe Connect Express account suspended for cause; (c) have misrepresented the BenefitX SaaS subscription; (d) breach the confidentiality or self-referral provisions of this agreement; (e) breach the no-solicitation provisions of Section 3 (Scope of Your Representations); or (f) encourage or entice any BenefitX customer to cancel their service with BenefitX, or encourage or entice any BenefitX customer to enroll with a competitor.

Effect of termination without cause. On termination of this agreement without cause:

• (a) you will no longer be eligible to earn commission on new Employer referrals attributed to you after the termination date;
• (b) you will continue to be eligible to earn commission on previously-attributed Employers under Section 5, on the same terms as before termination, for so long as those Employers remain paying customers of BenefitX, LLC and you remain in Good Standing as defined in Section 5;
• (c) accrued but unpaid commissions earned through the termination date will be paid on the next regular monthly payout cycle, subject to Section 7 (Reversals); and
• (d) BenefitX, LLC's obligation to pay post-termination commission under (b) terminates immediately if you breach any surviving covenant of this agreement, including without limitation the confidentiality, non-misrepresentation, self- referral, anti-rebating, and Stripe-account-maintenance provisions.

Effect of termination for cause. On termination for cause, BenefitX, LLC may, in its sole discretion, terminate all commission on previously-attributed Employers under Section 5, including the post-termination tail described in (b) above. Accrued but unpaid commissions earned through the termination date will still be paid on the next regular monthly payout cycle, subject to Section 7 (Reversals), unless those commissions are traceable to the cause that gave rise to the termination (in which case Section 7's fraud carve-out applies).

After all accrued commissions are paid and any post-termination obligations under (b) above are exhausted, your access to the Affiliate dashboard and your Stripe Connect Express account may be deactivated.

9. Marketing and Compliance

You are responsible for ensuring that your marketing materials, advertisements, and outreach comply with applicable law, including the CAN-SPAM Act, the Telephone Consumer Protection Act (TCPA), the FTC's endorsement and advertising guidelines, state insurance solicitation rules, state Do-Not-Call regulations, and any state-level consumer-protection statutes.

TCPA / CAN-SPAM / DNC recordkeeping and indemnity. For each prospect you contact by phone call, SMS, MMS, fax, or email, you will retain records sufficient to demonstrate compliance with the applicable consent and opt-out requirements (including the source, scope, date, and revocation status of each consent) for at least 4 years from the date of the contact. You will produce such records to BenefitX, LLC within 5 business days of a written request. You agree to indemnify and hold harmless BenefitX, LLC from any claim, demand, action, or proceeding (including reasonable attorneys' fees) arising from your outreach that violates the TCPA, CAN-SPAM, state DNC rules, or comparable laws.

You will not make any representation about BenefitX, LLC, its services, or its rates that is inconsistent with BenefitX, LLC's published marketing materials, including pricing claims, savings claims, and product feature claims.

BenefitX, LLC does not require you to use any specific marketing channels. If BenefitX, LLC reasonably believes, in good faith, that a specific marketing material or outreach method is noncompliant or harmful to the brand, BenefitX, LLC may give you written notice to discontinue that specific material or method; this is a brand-protection obligation, not a control over the manner or means by which you generate referrals.

Trademarks. You may not use any BenefitX or Benefit X-Change logo, name, trade dress, or other trademark without express written consent from BenefitX, LLC.

10. Confidentiality and Data

Definition. "Confidential Information" means all non-public information disclosed by BenefitX, LLC to you (or that you obtain through your access to the BenefitX platform), including without limitation: prospect contact information (employer name, contact name, contact email, phone); Employer subscription, billing, and usage data; platform features, code, designs, and roadmaps; commission formulas, payout schedules, and Schedule A figures; and any information marked or identified as confidential at the time of disclosure.

Carve-outs. Confidential Information does not include information that (a) is or becomes publicly available through no fault of yours, (b) was lawfully in your possession before disclosure by BenefitX, LLC, (c) you lawfully receive from a third party with no obligation of confidentiality, or (d) you independently develop without use of or reference to the Confidential Information. You may disclose Confidential Information to the extent required by applicable law, regulation, or valid legal process, provided you give BenefitX, LLC prompt written notice (where legally permissible) and cooperate with any reasonable effort to limit or protect the disclosure.

Obligations. You will (i) hold Confidential Information in strict confidence, (ii) use it solely to perform your obligations under this agreement, (iii) not sell, share, or transfer it outside the scope of generating BenefitX referrals, (iv) not scrape, bulk-export, or systematically collect Employer or prospect data from the BenefitX platform beyond your normal use, and (v) protect it with at least the same degree of care you use for your own confidential information of similar sensitivity, and in no event less than reasonable care.

No PHI access. You will not access, attempt to access, or solicit any protected health information (PHI) about employees of any BenefitX customer. PHI is governed separately by the BenefitX Business Associate Agreement and you, as an Affiliate, are not a party to that agreement. If you inadvertently receive any PHI (for example, in a prospect's email containing claim detail), you will (a) not further use or disclose it, (b) notify BenefitX, LLC within seventy-two (72) hours, and (c) delete or return the PHI as BenefitX, LLC directs.

Return or destruction; survival; remedies. Within thirty (30) days after termination of this agreement, you will return or destroy all Confidential Information in your possession or control, except as required by applicable law to retain. Your obligations under this Section 10 survive termination for so long as the Confidential Information remains non-public. You acknowledge that breach of this Section 10 would cause irreparable harm to BenefitX, LLC for which monetary damages would be inadequate; BenefitX, LLC may seek injunctive relief in addition to any other remedies available at law or in equity (without prejudice to the arbitration provisions in Section 12, as carved out there).

11. No Exclusivity

This agreement is non-exclusive in both directions. You may represent or refer products from other companies, including competitors of BenefitX, LLC, subject only to your obligation not to misrepresent BenefitX, LLC and not to breach the confidentiality provisions of Section 10. BenefitX, LLC may engage other Affiliates and is not restricted to your geographic area or your prospects.

12. Governing Law; Arbitration; Class Action Waiver

Governing law. This agreement is governed by the laws of the State of South Carolina (BenefitX, LLC's state of formation), without regard to its conflict-of-laws principles.

Federal Arbitration Act. This agreement evidences a transaction in interstate commerce and is governed by the Federal Arbitration Act, 9 U.S.C. § 1 et seq.

Pre-dispute negotiation. Before initiating arbitration, the complaining party will provide written notice to the other party describing the dispute and proposed resolution, and the parties will negotiate in good faith for at least 30 days.

Binding arbitration. Any dispute, claim, or controversy arising under, out of, or in connection with this agreement (including its formation, interpretation, scope, applicability, enforceability, or arbitrability) that the parties cannot resolve through pre-dispute negotiation will be resolved by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules then in effect. The arbitration will take place in Horry County, South Carolina, or by remote videoconference at the parties' election, before a single arbitrator.

Class action waiver. Each party agrees that all disputes will be resolved on an individual basis. You and BenefitX, LLC each WAIVE the right to bring or participate in any class, collective, consolidated, mass, or representative action or proceeding, whether in arbitration or in court. The arbitrator has no authority to arbitrate any claim on a class, collective, consolidated, or representative basis.

Delegation. Any question regarding the formation, interpretation, scope, applicability, enforceability, or arbitrability of this Section 12 will be decided by the arbitrator, not a court, except that a court may decide whether the class-action waiver in the preceding paragraph is enforceable.

Cost allocation. BenefitX, LLC will pay the AAA filing fee and arbitrator compensation for any claim in which the amount in controversy is $25,000 or less. For claims above that amount, AAA's cost-allocation rules apply.

Carve-outs. Notwithstanding the foregoing, either party may seek temporary, preliminary, or permanent injunctive relief in the state or federal courts located in Horry County, South Carolina to (i) protect Confidential Information, (ii) prevent unauthorized use of BenefitX, LLC's intellectual property, or (iii) prevent imminent and irreparable harm. The parties consent to the personal jurisdiction of such courts for this limited purpose. Either party may also bring small-claims-court actions for amounts within that court's jurisdictional limits.

Severability of arbitration provisions. If any provision of this Section 12 is found unenforceable, the remaining provisions will remain in effect; provided that if the class-action waiver is found unenforceable, the entire arbitration agreement will be void and disputes will proceed in the state or federal courts located in Horry County, South Carolina, to the exclusion of any other forum.

Survival. This Section 12 survives termination of this agreement.

13. Changes to This Agreement

BenefitX, LLC may update this agreement from time to time. Material changes will be sent to you by email at least fourteen (14) days before they take effect. Continued use of your Affiliate account after the effective date of an update constitutes acceptance of the updated terms. If you do not wish to accept an update, you may terminate this agreement under Section 8.

Protective floor. Notwithstanding the foregoing, no amendment may (a) retroactively reduce commissions already accrued before the amendment's effective date; (b) reduce the commission rate applicable to commissions earned on SaaS invoices issued before the amendment's effective date; (c) modify the cure rights or notice periods available to you under Section 8 in a manner adverse to you; or (d) modify the arbitration provisions of Section 12 in a manner adverse to you, in each case without your affirmative electronic acceptance.

14. Indemnification

By you. You will indemnify, defend, and hold harmless BenefitX, LLC and its respective officers, directors, employees, and successors from any claim, demand, action, or proceeding (including reasonable attorneys' fees and costs) arising from (a) any license misrepresentation by you; (b) any violation by you of the TCPA, CAN-SPAM, state DNC rules, FTC endorsement guidelines, or other marketing law; (c) tax matters relating to your commissions; (d) any employment-related claim asserted by your own employees, subcontractors, or other workers you engage; (e) your breach of Section 10 (Confidentiality); (f) your breach of the anti-rebating and non-misrepresentation provisions of Section 2; (g) your fraud or willful misconduct; or (h) any claim, demand, action, or proceeding (including any state Department of Insurance inquiry, regulatory action, or civil suit) arising from your breach of Section 3 (Scope of Your Representations), including any communication you make with a prospect, Employer, or employee that discusses specific insurance products, plan selection, coverage details, premium amounts, or carrier choices, or any representation by you that you are a licensed insurance producer when not authorized under Section 3.

By BenefitX, LLC. BenefitX, LLC will indemnify, defend, and hold you harmless from any claim, demand, action, or proceeding (including reasonable attorneys' fees and costs) brought by a referred Employer or third party arising from BenefitX, LLC's gross negligence, willful misconduct, or material breach of this agreement, except to the extent the claim arises from your own act, omission, or breach.

Process. The indemnifying party will have the right to control the defense and settlement of any indemnified claim, provided that no settlement imposing non-monetary obligations on the indemnified party will be made without that party's prior written consent (not to be unreasonably withheld).

15. Limitation of Liability

No earnings guarantee. BenefitX, LLC makes no representation or warranty, express or implied, about the amount of commission you will earn under this agreement, the volume of Employer signups, or the retention of attributed Employers on the platform. Your earnings depend on factors including your own outreach, market conditions, platform changes, and Employer decisions, all of which may vary.

Exclusion of indirect damages. Except as expressly provided below, neither party will be liable to the other for any indirect, incidental, consequential, special, exemplary, or punitive damages (including lost profits, lost revenue, or business interruption) arising under, out of, or in connection with this agreement, whether in contract, tort (including negligence), strict liability, or otherwise, even if the party has been advised of the possibility of such damages.

Aggregate cap. Each party's aggregate liability arising under, out of, or in connection with this agreement will not exceed the total commissions paid (in the case of BenefitX, LLC's liability) or earned (in the case of your liability) under this agreement during the 12 months immediately preceding the event giving rise to the liability.

Carve-outs from the cap and exclusion. The limitations in the preceding two paragraphs do not apply to (a) your indemnification obligations under Section 14 for third-party claims; (b) your breach of Section 10 (Confidentiality, including PHI mishandling); (c) your breach of intellectual-property restrictions; (d) your fraud or willful misconduct; or (e) amounts owed under Section 7 (Reversals).

Force majeure. Neither party is liable for any failure or delay in performance to the extent caused by circumstances beyond its reasonable control, including acts of God, natural disasters, war, terrorism, civil disturbance, governmental action, labor disputes, internet or communications outages, or pandemics. The affected party will use reasonable efforts to resume performance as promptly as practicable.

16. Representations and Warranties

You represent and warrant that:

• (a) you have full power and authority to enter into and perform this agreement;
• (b) entering into and performing this agreement does not breach any other agreement to which you are a party or by which you are bound;
• (c) all information you provided in the signup form (including identity, contact, license-status disclosure, and bank-account information) is true, accurate, and complete, and you will update such information promptly if it changes;
• (d) if you have disclosed that you hold an active insurance producer license, that disclosure is true and you are not subject to any pending disciplinary order, investigation, suspension, surrender, or final action by any state Department of Insurance, federal agency, or self-regulatory organization that would impair your ability to perform under this agreement; and
• (e) you are at least eighteen (18) years of age.

17. OFAC and Sanctions

You represent and warrant that you (a) are not, and are not owned or controlled by, a person subject to U.S. economic sanctions administered by the Office of Foreign Assets Control (OFAC), and you do not appear on the Specially Designated Nationals and Blocked Persons List or any other applicable U.S. or international sanctions list; (b) are not located in, organized under the laws of, or ordinarily resident in any country or territory subject to comprehensive U.S. sanctions; and (c) will not use any commission paid under this agreement in violation of applicable sanctions or anti-money-laundering laws. You will notify BenefitX, LLC immediately if any of the foregoing ceases to be true.

18. Assignment

BenefitX, LLC may assign this agreement, in whole or in part, to any successor in interest by way of merger, acquisition, sale of all or substantially all assets, or corporate reorganization, or to any affiliate, without your consent. You may not assign this agreement, in whole or in part, or delegate any of your obligations under it, without BenefitX, LLC's prior written consent. Any attempted assignment in violation of this Section 18 is void.

19. Death or Permanent Disability

In the event of your death or permanent disability that prevents you from performing under this agreement, (a) any commissions accrued but unpaid through the date of death or determination of permanent disability will be paid, on the next regular monthly payout cycle, to your estate or, if you have designated a beneficiary in writing with BenefitX, LLC, to that beneficiary; (b) the right to earn post-termination commission under Section 8(b) will terminate as of the date of death or determination of permanent disability, subject to a wind-down payment equal to the average of the trailing three (3) months' post-termination commissions for the preceding three (3) months of platform activity on your previously-attributed Employers, payable in the month following the determination; and (c) BenefitX, LLC will notify your upline so that your upline may make any necessary adjustments to its agent-of-record assignments on the affected Employers' marketplaces, in your upline's discretion and in accordance with your upline's separate agreements with the Employer.

20. Survival

The following sections survive termination of this agreement: Section 2 (Scope of Compensation; anti-rebating representations); Section 7 (Chargebacks, Refunds, Reversals) for the 180-day lookback window from the underlying invoice; Section 8(b) (post-termination commission, until exhausted); Section 10 (Confidentiality) for so long as the Confidential Information remains non-public; Section 12 (Arbitration); Section 14 (Indemnification); Section 15 (Limitation of Liability); Section 17 (OFAC and Sanctions); Section 18 (Assignment) for the limited purpose of binding successors; this Section 20; Section 21 (Severability); and Section 22 (Entire Agreement).

21. Severability

If any provision of this agreement is held invalid or unenforceable by an arbitrator or court of competent jurisdiction, that provision will be reformed to the minimum extent necessary to make it enforceable, or, if reformation is not possible, severed from this agreement. The remaining provisions of this agreement will continue in full force and effect.

22. Entire Agreement

This agreement (including Schedule A, attached) constitutes the entire agreement between you and BenefitX, LLC with respect to the subject matter hereof and supersedes all prior or contemporaneous oral or written agreements, understandings, representations, or warranties between the parties on that subject. No waiver or amendment of this agreement is effective unless made in accordance with Section 13.