SOFTWARE-AS-A-SERVICE CUSTOMER AGREEMENT

This Software-as-a-Service Customer Agreement (this “Agreement” or the “Customer Agreement”) is between Benson Technologies LLC, a California limited liability company (“Benson”), and the customer identified above (“Customer”). Benson and Customer are each a “Party” and together the “Parties.” This Agreement, together with each applicable Order Form and each incorporated addendum, governs Customer’s access to and use of Benson’s hosted software platform and related services (the “Service”).

“Order Form” means the plan, fees, employee capacity, and billing period that Customer selects at checkout within the Service, or a written order that Benson accepts in writing. The plan, fees, and capacity selected at checkout constitute the Order Form for that subscription.

Customer accepts this Agreement by clicking “I agree” (or a similar control) where this Agreement is presented, by paying the first invoice, or by signing an Order Form or this Agreement. Acceptance of this Agreement is also acceptance of the Data Protection and Security Addendum (the “DPA”), which is incorporated into this Agreement. Where Customer is a HIPAA covered entity or business associate and will place Protected Health Information in the Service, the Parties will execute Benson’s Business Associate Agreement (the “BAA”) separately, and Customer will not place Protected Health Information in the Service before the BAA is executed. The person accepting represents that the person has authority to bind Customer.

1. SERVICE; ACCESS; ACCOUNTS

1.1 Subscription

Subject to Customer’s payment of applicable fees and compliance with this Agreement, Benson grants Customer during the applicable subscription term a limited, non-exclusive, non-transferable, non-sublicensable right to permit its Authorized Users to access and use the Service solely for Customer’s internal business operations. “Authorized User” means an individual whom Customer authorizes to use the Service under Customer’s account.

1.2 Customer Administration

Customer controls its organization account and is responsible for its Authorized Users, administrators, roles, permissions, configurations, credentials, connected accounts, and access decisions. Customer will use reasonable security practices, promptly remove access that is no longer appropriate, and promptly notify Benson at info@bensonhr.com of suspected unauthorized account access. Benson may rely on instructions submitted through Customer’s authorized accounts.

1.3 Restrictions

Customer will not: (a) use the Service unlawfully or to violate another person’s rights; (b) resell, sublicense, rent, lease, or provide the Service as a timesharing service; (c) reverse engineer or attempt to derive source code except to the limited extent such restriction is prohibited by law; (d) bypass security or access controls; (e) introduce malicious code; (f) conduct unauthorized penetration, vulnerability, load, or security testing; (g) scrape or access the Service by unauthorized automated means; (h) interfere with the Service; (i) use non-public Benson materials to develop or benchmark a competing service without Benson’s written consent; or (j) use the Service in violation of Benson’s Acceptable Use Policy, which is incorporated into this Agreement.

1.4 Changes; Availability

Benson may improve, modify, replace, or discontinue features from time to time. Benson will not intentionally remove material core functionality from a paid Service during a then-current monthly billing period without reasonable notice where practicable. Unless an Order Form expressly includes a service-level commitment signed by Benson, Benson does not promise a specific uptime percentage, response time, recovery time, maintenance window, or service credit. Preview, beta, pilot, or experimental functionality may be changed or withdrawn at any time.

1.5 Support

Benson provides support by email at info@bensonhr.com. Requests should come from an Authorized User and describe the page involved, what was expected, and what happened. Benson aims to respond within one (1) business day, handles reports that the Service is unavailable or that an account may be compromised first, and will use reasonable efforts to correct reproducible defects in the Service. Support does not include legal, regulatory, or compliance advice; data entry or document review on Customer’s behalf; custom development, integrations, or migrations; or problems in a mailbox or other third-party service that Customer connects, beyond confirming that its connection to the Service works. Benson does not guarantee a particular uptime and aims to perform planned maintenance outside Pacific-time business hours. Nothing in this Section creates an uptime, response-time, or resolution-time guarantee.

1.6 Pilot and Trial Use

If Benson makes the Service available to Customer on a free, pilot, trial, or evaluation basis (a “Trial”), the Trial continues for the period Benson states or, if none is stated, until either Party ends it. During a Trial the Service is provided “as is,” Sections 9.1 and 10.2 do not apply, and Benson’s total liability arising out of the Trial will not exceed five hundred dollars ($500). Customer should not place PHI in the Service during a Trial unless the BAA has been executed. Trial data may be deleted at the end of the Trial unless Customer converts to a paid subscription.

2. CUSTOMER DATA; CUSTOMER RESPONSIBILITIES

2.1 Customer Data

“Customer Data” means information, records, files, documents, communications, images, signatures, configurations, personal information, workforce information, and other content submitted to, transmitted through, stored in, or otherwise processed through the Service by or on behalf of Customer. As between the Parties, Customer retains its rights in Customer Data. Customer grants Benson and its authorized subprocessors the rights necessary to process Customer Data to provide, secure, support, maintain, troubleshoot, and administer the Service as permitted by this Agreement, the DPA, the BAA where applicable, and law.

2.2 Customer-Controlled Matters

Customer is responsible for: (a) the accuracy, quality, legality, and appropriateness of Customer Data; (b) obtaining all rights, notices, consents, authorizations, and lawful bases necessary for Customer’s use of the Service and Benson’s permitted processing; (c) determining who may access Customer Data; (d) Customer’s settings, permissions, recipients, workflows, templates, requirements, and instructions; and (e) decisions made by Customer or its Authorized Users using information organized, displayed, generated from Customer inputs, transmitted, or tracked through the Service.

2.3 Administrative Software; No Transfer of Duties

The Service is administrative software. It does not transfer to Benson Customer’s legal, regulatory, accreditation, licensing, payer, employment, professional, supervisory, clinical, record-retention, or compliance obligations. Customer is responsible for determining the requirements that apply to its organization and workforce and for independent review, verification, judgment, and follow-up where required.

3. REGULATED AND HIGH-RISK USES

3.1 Compliance, Verification and Screening

To the extent the Service provides compliance-management, credentialing, verification, exclusion-checking, screening, reminder, reporting, or similar capabilities, those capabilities are administrative aids and not legal, regulatory, accreditation, clinical, tax, employment, or professional advice. Exclusion screening in the Service checks the United States Department of Health and Human Services Office of Inspector General List of Excluded Individuals and Entities (the “OIG LEIE”) and no other source. Benson does not guarantee that Customer, any person, credential, document, process, or result satisfies any particular requirement, or that any screening or verification covers every source, database, sanction, license, background check, or other inquiry that may be required or advisable. Customer remains responsible for determining required checks, reviewing results, and taking appropriate action.

3.2 Communications

To the extent Customer uses communications capabilities made available through the Service, Customer determines the recipients, content, purpose, timing, and lawfulness of Customer-directed communications and is responsible for required consents and compliance with applicable privacy, messaging, telemarketing, carrier, and similar requirements. Electronic delivery, receipt, reading, or action is not guaranteed. Customer will not rely on the Service as the sole means for emergency, urgent clinical, time-critical patient-care, or life-safety communications.

3.3 Electronic Records and Signatures

To the extent Customer uses electronic-record or electronic-signature capabilities made available through the Service, Customer is responsible for document content, signer identity and authority, required disclosures and consents, whether electronic execution is legally appropriate, and legally required retention. Benson does not guarantee that a particular document, signature method, authentication method, audit record, or transaction will be enforceable, admissible, or sufficient in every jurisdiction or circumstance.

3.4 Automated Document Reading

Where Customer enables automatic reading of uploaded documents, the Service may extract information from an upload and may accept it or return it to the person who uploaded it according to settings that Customer controls. Those actions are document-intake steps, not employment decisions. Customer may review, change, or override every automated intake action in the Service, and Customer remains responsible for any decision about a person.

4. PRIVACY; SECURITY; HIPAA

4.1 Data Protection and Security

Benson will process personal information in accordance with this Agreement, the DPA, Benson’s Privacy Policy, and applicable law. Benson will maintain reasonable administrative, technical, and physical safeguards appropriate to the nature of the Service and Customer Data, as described in the DPA. No system, safeguard, or transmission method can be guaranteed to prevent every security incident or interruption.

4.2 HIPAA

The Service is not an electronic health record, patient charting system, medical device, emergency system, or clinical decision-support service. If Benson creates, receives, maintains, or transmits Protected Health Information (“PHI”) on behalf of Customer in a manner that makes Benson a “business associate” under the HIPAA Rules, the BAA executed by the Parties controls with respect to PHI. Employment records held by Customer in its role as employer, including workforce health screenings, tuberculosis test results, immunization records, physical examinations, and fitness-for-duty documentation, are excluded from Protected Health Information under 45 C.F.R. § 160.103 and are governed by the DPA, not the BAA.

Customer will use PHI only through the Service features that Benson identifies as supported for PHI. Supported for PHI: files uploaded to Documents and to Compliance items, and documents sent for electronic signature. Not supported for PHI: email message bodies and subjects, custom profile fields, and notes. Benson may update this list by notice to Customer’s primary administrator.

4.3 Allocation of HIPAA Responsibilities

Customer remains responsible for its own HIPAA obligations, including appropriate user authorization, minimum-necessary practices, and lawful uses and disclosures. Benson remains responsible for obligations that apply directly to Benson under HIPAA and the BAA. Where a Benson subprocessor creates, receives, maintains, or transmits PHI on Benson’s behalf, Benson will obtain contractual assurances required by HIPAA.

4.4 Data Location

Benson stores Customer Data, including backups, and processes it only in the United States. Benson’s subprocessors are listed in the Subprocessor List referenced in the DPA and are each located in the United States.

5. FEES; BILLING; RENEWAL; CANCELLATION

5.1 Fees and Payment

Customer will pay the subscription, capacity, and other fees stated in the applicable Order Form. Unless the Order Form states otherwise, subscriptions are billed monthly in advance and automatically renew for successive one-month periods until cancelled. Payments are processed by Stripe, Inc. Customer authorizes Benson and its payment processor to charge the designated payment method and will keep billing information current.

5.2 Taxes; Failed Payments

Fees exclude applicable sales, use, excise, value-added, and similar transaction taxes, excluding taxes on Benson’s net income. Customer is responsible for applicable taxes unless it provides a valid exemption. For an ordinary failed subscription payment, Benson may retry payment and provide notices and will ordinarily allow ten (10) calendar days before suspending for nonpayment. Benson may act sooner for fraud, payment abuse, security risk, or comparable exceptional circumstances.

5.3 Cancellation; Refunds

Customer may cancel a month-to-month subscription at any time by sending a clear written cancellation request to info@bensonhr.com or using another cancellation method Benson makes available. Cancellation is effective at the end of the then-current paid billing period unless Benson confirms otherwise. Except where required by law or expressly agreed by Benson, paid fees are non-refundable and non-creditable, including for partial periods or unused capacity. Benson’s Refund and Cancellation Policy describes these terms and is incorporated into this Agreement.

5.4 Price Changes; Billing Disputes

Benson may change pricing prospectively with at least thirty (30) days’ advance notice. A change will not retroactively alter a paid billing period, and Customer may cancel before new pricing takes effect. Customer will promptly notify info@bensonhr.com of a claimed billing error and timely pay undisputed amounts.

6. TERM; SUSPENSION; TERMINATION; DATA RETURN

6.1 Term and Suspension

This Agreement continues while an Order Form or subscription remains in effect. Benson may suspend all or part of the Service as reasonably necessary for nonpayment after the applicable grace period, material breach, unlawful use, fraud, abuse, security threats, valid legal requirements, or emergency maintenance. Where reasonably practicable, Benson will provide notice and limit the scope and duration of suspension.

6.2 Termination for Cause

Either Party may terminate for the other Party’s material breach if the breach remains uncured ten (10) days after written notice for nonpayment or thirty (30) days after written notice for another curable material breach. No cure period is required for fraud, intentional security compromise, material unlawful use, a breach that is not reasonably curable, or circumstances requiring immediate termination by law.

6.3 Data Retrieval and Deletion

For thirty (30) days following ordinary expiration or Customer-requested cancellation (the “Export Window”), Benson will make Customer Data reasonably available through then-existing export functionality or another reasonable method, unless law, security, material misuse, or the BAA requires otherwise. Custom migration, transformation, reformatting, or extraordinary retrieval may require a separate statement of work and fee. After the Export Window, Benson will delete Customer Data from active systems within thirty (30) days, subject to law, the BAA, security or litigation holds, and ordinary encrypted backup rotation. Customer is responsible for maintaining copies of records it is required to retain.

6.4 PHI

Benson will not intentionally withhold or condition legally required access to PHI in a manner prohibited by HIPAA or the BAA. The BAA controls any conflict concerning PHI access, return, retention, or destruction.

7. CONFIDENTIALITY

“Confidential Information” means non-public information disclosed by or on behalf of a Party that is designated confidential or reasonably should be understood as confidential. Customer Data is Customer’s Confidential Information. Non-public Benson Technology, security information, product plans, and non-public pricing are Benson’s Confidential Information. The receiving Party will use Confidential Information only for purposes of this Agreement, protect it using at least reasonable care, and disclose it only to persons with a need to know who are subject to appropriate confidentiality obligations.

Confidential Information excludes information the receiving Party can demonstrate is public without breach, was lawfully known without restriction before receipt, is lawfully received from another source without restriction, or is independently developed without use of the disclosing Party’s Confidential Information. A Party may make a legally required disclosure to the extent necessary, with advance notice where legally permitted.

8. INTELLECTUAL PROPERTY; THIRD-PARTY SERVICES

8.1 Benson Technology

Benson and its licensors retain all right, title, and interest in the Service, software, interfaces, workflows, designs, documentation, architecture, algorithms, know-how, improvements, and related technology (“Benson Technology”). Except for the limited subscription right expressly granted, no rights are transferred to Customer. Benson may use voluntary feedback without restriction or payment, provided Benson does not publicly identify Customer as the source without permission.

8.2 De-Identified Information

Benson may generate and use aggregated or de-identified statistics and analytics derived from operation of the Service only in a form that does not identify and cannot reasonably be used to identify Customer or an individual. PHI may be used or disclosed only as permitted by the BAA and HIPAA.

8.3 Third-Party Services

Customer may choose to connect a third-party service, such as a Microsoft 365 mailbox used to send email from the Service. Customer’s relationship with those providers is governed by Customer’s agreement with them. Benson is not responsible for third-party products, content, acts, omissions, outages, changes, security, or data handling outside Benson’s control. This Section does not reduce Benson’s obligations for subprocessors acting on Benson’s behalf under the BAA or the DPA.

8.4 Publicity

Neither Party will issue a press release about this Agreement without the other Party’s written consent. Benson may identify Customer by name and logo as a Benson customer on Benson’s website and in sales materials unless Customer opts out by written notice to info@bensonhr.com. Benson will not describe Customer’s use of the Service beyond the fact of the relationship without Customer’s approval.

9. WARRANTIES; DISCLAIMERS

9.1 Authority; Limited Service Warranty

Each Party represents that it has authority to enter this Agreement. Benson warrants that it will provide the paid Service in a professional manner materially consistent with Benson’s then-current published feature descriptions. Customer’s exclusive contractual remedy for a breach of this warranty is for Benson to use commercially reasonable efforts to correct the material nonconformity; if Benson cannot do so within a reasonable period, Customer may terminate the affected Service and receive a refund of prepaid fees, if any, allocable to the period after termination.

9.2 Disclaimer

EXCEPT FOR THE EXPRESS WARRANTIES IN THIS AGREEMENT AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICE AND RELATED MATERIALS ARE PROVIDED “AS IS” AND “AS AVAILABLE.” BENSON DISCLAIMS IMPLIED OR STATUTORY WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, COMPLETENESS, AND RESULTS. BENSON DOES NOT WARRANT UNINTERRUPTED OR ERROR-FREE OPERATION, PERFECT SECURITY, DELIVERY OF EVERY COMMUNICATION, ACCURACY OR AVAILABILITY OF THIRD-PARTY DATA, OR THAT USE OF THE SERVICE WILL CAUSE CUSTOMER OR ANY PERSON TO SATISFY ANY LEGAL, REGULATORY, ACCREDITATION, LICENSING, PAYER, EMPLOYMENT, OR OTHER REQUIREMENT.

10. INDEMNIFICATION

10.1 Customer Indemnification

To the extent permitted by law, Customer will defend Benson and its affiliates, officers, directors, employees, and agents against a third-party claim, action, or proceeding arising from or relating to: (a) Customer Data or Customer’s lack of required rights, notices, consents, authorizations, or lawful basis; (b) Customer’s or an Authorized User’s unlawful, unauthorized, or prohibited use of the Service; (c) Customer-controlled documents, communications, instructions, decisions, recipients, or workflows; or (d) Customer’s material breach of Sections 1.3, 2, or 3. Customer will pay damages, reasonable costs, and attorneys’ fees finally awarded or agreed in a settlement approved by Customer. This obligation does not apply to the extent a claim is caused by Benson’s breach of this Agreement or conduct for which responsibility cannot lawfully be shifted.

10.2 Benson IP Indemnification

Benson will defend Customer against a third-party claim alleging that Customer’s authorized use of the unmodified paid Service infringes a United States patent, copyright, or trademark and will pay damages, reasonable costs, and attorneys’ fees finally awarded or agreed in a settlement approved by Benson. Benson has no obligation for claims arising from Customer Data, third-party products, combinations not supplied by Benson, unauthorized modifications, use contrary to Benson’s published feature descriptions, or continued use after Benson provides a non-infringing alternative. Benson may modify or replace the affected Service, obtain continued rights, or terminate the affected Service and refund prepaid fees allocable to the post-termination period.

10.3 Procedure

The indemnified Party must promptly notify the indemnifying Party, provide reasonable cooperation at the indemnifying Party’s expense, and allow the indemnifying Party control of the defense and settlement. No settlement may admit fault by or impose non-monetary obligations on the indemnified Party without its written consent, not to be unreasonably withheld.

11. LIMITATION OF LIABILITY

11.1 Excluded Damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY NOR ITS AFFILIATES WILL BE LIABLE TO THE OTHER FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, OR COVER DAMAGES, OR FOR LOST PROFITS, REVENUE, BUSINESS OPPORTUNITY, GOODWILL, BUSINESS INTERRUPTION, OR COST OF SUBSTITUTE SERVICES, ARISING OUT OF OR RELATING TO THIS AGREEMENT, EVEN IF ADVISED THAT SUCH DAMAGES ARE POSSIBLE.

11.2 Aggregate Cap

TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICE, UNDER ALL THEORIES OF LIABILITY, WILL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER TO BENSON FOR THE SERVICE GIVING RISE TO THE CLAIM DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO THE CLAIM.

11.3 Scope; Exclusions from the Limitations

Except where applicable law prohibits limitation or this Agreement expressly states otherwise, Sections 11.1 and 11.2 apply to claims involving confidentiality, privacy, security, Customer Data, PHI, the BAA, the DPA, data loss, service interruption, and third-party services. Sections 11.1 and 11.2 do not apply to: (a) Customer’s indemnification obligations under Section 10.1; (b) Customer’s obligation to pay fees; (c) Customer’s breach of Section 1.3; (d) either Party’s fraud, gross negligence, or willful misconduct; or (e) liability that applicable law does not permit the Parties to limit. These limitations are a material allocation of risk reflected in the fees.

12. DISPUTES; GOVERNING LAW

12.1 Informal Resolution

Before commencing formal proceedings, a Party will provide written notice describing the dispute and the Parties will attempt in good faith for at least thirty (30) days to resolve it through representatives authorized to settle. This does not prevent either Party from seeking urgent temporary or injunctive relief.

12.2 Arbitration

SUBJECT TO SECTION 12.3, ANY UNRESOLVED DISPUTE, CLAIM, OR CONTROVERSY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICE WILL BE RESOLVED BY BINDING ARBITRATION ADMINISTERED BY JAMS UNDER ITS APPLICABLE COMMERCIAL ARBITRATION RULES BY ONE ARBITRATOR. THE SEAT OF ARBITRATION WILL BE LOS ANGELES COUNTY, CALIFORNIA, UNLESS THE PARTIES AGREE OTHERWISE. JUDGMENT ON THE AWARD MAY BE ENTERED IN ANY COURT OF COMPETENT JURISDICTION.

12.3 Exceptions; Small Claims; Individual Proceedings

Either Party may seek injunctive or equitable relief in court to protect intellectual property, Confidential Information, security, or prevent unauthorized access or misuse; Benson may pursue collection of undisputed fees in a lawful forum. Either Party may bring an individual claim in small claims court in Los Angeles County, California, or in the county where Customer’s principal place of business is located, if the claim qualifies for that court and remains there. TO THE MAXIMUM EXTENT PERMITTED BY LAW, DISPUTES WILL BE RESOLVED ONLY ON AN INDIVIDUAL PARTY-TO-PARTY BASIS AND NOT AS A CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE ACTION.

12.4 California Law; Court Proceedings

California law governs without regard to conflict-of-laws principles. For matters properly heard in court, the Parties consent to the state and federal courts located in Los Angeles County, California, subject to jurisdictional requirements. TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY KNOWINGLY AND VOLUNTARILY WAIVES TRIAL BY JURY FOR A DISPUTE PROPERLY RESOLVED IN COURT.

13. GENERAL

13.1 Notices; Assignment; Force Majeure

Customer will keep its account and notice information current. Formal legal notices will be sent to the addresses in the Order Form and, for Benson, to info@bensonhr.com, which also receives security, billing, and privacy notices. Benson may give notice to Customer by email to Customer’s primary administrator or billing contact on file. Customer may not assign this Agreement without Benson’s prior written consent, not to be unreasonably withheld, except in connection with a merger, reorganization, or sale of substantially all relevant assets to a successor that assumes Customer’s obligations and is not a direct Benson competitor. Benson may assign this Agreement to an affiliate or in connection with a merger, financing, reorganization, change of control, or sale of relevant assets. Neither Party is liable for delay caused by events beyond its reasonable control, except Customer’s obligation to pay amounts already due.

13.2 Export Controls; Future Functionality

Customer will comply with applicable United States export-control and economic-sanctions laws. Customer’s purchase is not contingent on delivery of any future feature, roadmap item, integration, certification, or functionality, or on statements about future development, unless expressly stated as a binding commitment in an Order Form signed by Benson.

13.3 Order of Precedence; Entire Agreement

If documents conflict, the following order controls unless expressly stated otherwise: (1) a signed Order Form that specifically identifies the provision it overrides; (2) the BAA, solely for PHI/HIPAA matters; (3) the DPA, solely for covered privacy/security matters; (4) this Agreement; and (5) the Acceptable Use Policy and the Refund and Cancellation Policy. This Agreement and those incorporated documents are the entire agreement regarding the Service and supersede prior or contemporaneous proposals, discussions, and agreements on that subject. Customer purchase-order terms do not modify this Agreement unless expressly accepted in writing by Benson.

13.4 Amendments; Waiver; Severability; Electronic Acceptance

A negotiated amendment must be in writing and accepted by authorized representatives of both Parties. Benson may update this Agreement and the incorporated policies prospectively where permitted by law, with at least thirty (30) days’ notice of material changes by email to Customer’s primary administrator and without retroactively altering accrued rights or obligations; Customer’s continued use of the Service after the effective date of a change is acceptance of the change. A waiver must be in writing and applies only to the specific instance waived. If a provision is unenforceable, it will be enforced to the maximum lawful extent and the remainder will remain in effect. The Parties are independent contractors and no third-party beneficiary rights are created except for indemnified parties expressly identified in this Agreement. This Agreement may be accepted electronically and executed in counterparts.

13.5 Survival

Payment obligations accrued before termination and provisions concerning Customer Data, confidentiality, privacy and PHI, ownership, disclaimers, indemnification, limitations of liability, disputes, and provisions that by their nature should survive will survive expiration or termination.

14. SIGNATURES

Where this Agreement is accepted online, no signature is required and the acceptance record kept by Benson is the executed Agreement. Where the Parties sign, the persons signing below represent that they are authorized to bind the respective Parties.