1. Acceptance of Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you ("User," "you," or "your") and Vantage Point Strategy Group LLC ("VPSG," "we," "us," or "our"), an Oklahoma limited liability company. By accessing or using the BRI™ Intelligence portal and related services (the "Service"), you agree to these Terms in full. If you do not agree, do not use the Service.

2. Description of Service

VPSG provides an AI-powered benefits data reconciliation platform ("BRI™ Intelligence") that allows users to upload benefits-related data files and receive structured diagnostic findings, including risk scores, identified discrepancies, dollar exposure estimates, and remediation guidance. The Service is intended for use by HR professionals, benefits administrators, HCM consultants, and benefits brokers.

The output of BRI™ Intelligence is for informational and operational purposes only. It does not constitute legal, financial, actuarial, or compliance advice. You are solely responsible for decisions made based on BRI™ Intelligence findings.

3. Account Registration

To access the Service, you must create an account with a valid email address and password. You agree to provide accurate, current, and complete information during registration and to keep your account information updated. You are responsible for maintaining the confidentiality of your login credentials and for all activity that occurs under your account. Notify us immediately at admin@vantagepointstrategygroup.com if you suspect unauthorized access to your account.

4. Subscription Plans and Billing

Access to BRI™ Intelligence requires either a single-run purchase or an active subscription plan. The following terms apply to all plans:

• Single Run: A one-time purchase granting access to one diagnostic run. Results are accessible for 30 days from the run date.
• Monthly Subscriptions: Recurring monthly charges are processed automatically on your billing cycle date. Run allocations reset on each billing date and do not roll over to the following month.
• Cancellation: You may cancel your subscription at any time through Account → Manage Billing & Upgrades within the portal. Cancellation takes effect at the end of your current billing period. No refunds are provided for partial billing periods.
• Promotional Codes: Promotional codes are subject to their stated terms, including expiration dates and redemption limits. Promotional pricing applies only for the stated duration; standard pricing applies thereafter.
• Price Changes: VPSG reserves the right to modify pricing at any time. You will be notified of any price changes before they take effect on your subscription.

All payments are processed by Stripe. By providing payment information, you authorize VPSG and Stripe to charge your payment method for all applicable fees.

5. Acceptable Use

You agree to use the Service only for lawful purposes and in accordance with these Terms. You agree not to:

• Upload files containing data you do not have the legal right to share or process
• Attempt to reverse engineer, decompile, or extract the underlying AI models or algorithms
• Use the Service to process data in violation of applicable privacy laws, including HIPAA where applicable
• Share your account credentials with unauthorized third parties
• Attempt to circumvent any security measures or access controls
• Use the Service for any purpose that is illegal, harmful, or violates the rights of others
• Resell, sublicense, or white-label access to the Service without a separate written agreement with VPSG

6. Data and Uploaded Content

You retain ownership of all data and files you upload to the Service ("User Content"). By uploading User Content, you grant VPSG a limited, non-exclusive license to process and analyze that content solely for the purpose of providing the Service to you.

You represent and warrant that you have all necessary rights, consents, and authorizations to upload and process the data contained in your files, including any personally identifiable information about employees or plan participants. You are solely responsible for ensuring your use of the Service complies with all applicable laws.

VPSG will not use your User Content for any purpose other than providing the Service, and will not sell, share, or disclose your User Content to third parties except as necessary to operate the Service (e.g., transmitting file contents to our AI processing provider for analysis).

7. Disclaimer of Warranties

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. VPSG DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY ACCURATE. BRI™ INTELLIGENCE FINDINGS ARE GENERATED BY AN AI SYSTEM AND MAY NOT IDENTIFY ALL DISCREPANCIES OR ISSUES IN YOUR DATA.

VPSG IS NOT RESPONSIBLE FOR ANY DECISIONS MADE IN RELIANCE ON BRI™ INTELLIGENCE OUTPUT. YOU SHOULD INDEPENDENTLY VERIFY ALL FINDINGS BEFORE TAKING ACTION.

8. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, VPSG SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO YOUR USE OF THE SERVICE, INCLUDING BUT NOT LIMITED TO LOSS OF DATA, LOST PROFITS, OR BUSINESS INTERRUPTION, EVEN IF VPSG HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IN NO EVENT SHALL VPSG'S TOTAL LIABILITY TO YOU EXCEED THE GREATER OF (A) THE AMOUNT YOU PAID FOR THE SERVICE IN THE THREE MONTHS PRECEDING THE CLAIM, OR (B) ONE HUNDRED DOLLARS ($100).

9. Intellectual Property

The Service, including all software, AI models, algorithms, interfaces, branding, and content created by VPSG, is owned by Vantage Point Strategy Group LLC and protected by applicable intellectual property laws. Nothing in these Terms grants you any right, title, or interest in the Service beyond the limited license to use it as described herein.

BRI™, Benefits Reconciliation Intelligence™, Structural Intelligence™, and Vantage Point Strategy Group™ are trademarks of Vantage Point Strategy Group LLC.

10. Termination

VPSG reserves the right to suspend or terminate your account at any time for violation of these Terms, fraudulent activity, or any other reason at VPSG's sole discretion. Upon termination, your right to use the Service ceases immediately. Sections 6, 7, 8, 9, 11, and 12 survive termination.

You may close your account at any time by contacting us at admin@vantagepointstrategygroup.com.

11. Governing Law and Dispute Resolution

These Terms are governed by the laws of the State of Oklahoma, without regard to its conflict of law provisions. Any dispute arising out of or related to these Terms or the Service shall be resolved in the state or federal courts located in Oklahoma County, Oklahoma, and you consent to the exclusive jurisdiction of those courts.

12. Changes to Terms

VPSG reserves the right to modify these Terms at any time. We will notify you of material changes by posting an announcement in the portal or by email. Your continued use of the Service after any modification constitutes acceptance of the updated Terms. The effective date at the top of this page reflects the date of the most recent revision.

13. Entire Agreement

These Terms, together with our Privacy Policy, constitute the entire agreement between you and VPSG with respect to the Service and supersede all prior agreements and understandings. If any provision of these Terms is found to be unenforceable, the remaining provisions will remain in full force and effect.