These Order Form Terms and Conditions are part of the Order Form (referred to jointly as this “Agreement”) executed by Customer and Asure Software, Inc. or that entity affiliated with Asure Software, Inc. that is party to the Order Form, and is  subject to the terms of the Master Agreement between the parties. The initial term of this Agreement shall commence on the date the Order Form is fully executed by both parties and  shall be cancellable only as set forth herein or the Master Agreement. All terms not defined herein shall have the meanings given in the Master Agreement. In the event of any conflict between the terms of this Agreement and the Master Agreement, the Master Agreement shall control.

1. Definitions.

“ACH” means the automated electronic payment services that are subject to the operating rules of the National Automated Clearing House Association (“NACHA”). Asure and Customer each agree to comply with the NACHA rules applicable to them with respect to automated electronic payment services.
“Carrier Reconciliation” means the process of verifying an Insurance Carrier’s monthly invoice to determine that Participants(s) and their associated Coverage (or lack thereof) and costs are matched to the associated records within the Service.
“Check” shall mean any and all documents produced, either in paper or electronic form, for the payment or recording of payments to a Participant, Customer, or Insurance Carrier.
“Coverage” means the Participant selection of Insurance Carrier plan type which dictates the premium cost and the scope of protection provided by the Insurance Carrier such as family, Employee only, Employee plus spouse, or Employee plus one child, Employee plus Children, etc.
“Customer Deposit Account” means the designated bank account for which Customer authorizes Asure to deposit funds (net of Administrative Fees) collected from Participant(s).
“Fee Funding Account” means the designated bank account from which Customer authorizes Asure to withdraw funds to cover fees or other amounts owed for Customer’s use of the Service and in which Customer shall have sufficient funds available within five (5) calendar days’ of Asure’s notice that such funds are due.
“Implementation Services” means services provided for initial configuration of the Service for Customer’s use as elected herein.“Insurance Carrier” means a company issuing benefit insurance policy Coverage to Customer’s Employees and Participants.
“Insured Employees” is the count of Employees included within the Customer’s Insurance Carrier census.
“IVR” means interactive voice response technology that allows a computer to interact with humans through the use of voice and tones input via a telephone keypad.
“Medical Information” means individually identifiable information contained in Participant health claims or other Participant documentation.
“Participant” means a beneficiary or Qualified Beneficiary that is eligible to elect or has elected to be managed by the Service.
“Per Event” means per Qualifying Event as a method of monthly billing based upon Qualifying Events.
“PIEPM” means per insured Employee per month and refers to a method of monthly billing.
“Postage” means the fees incurred for shipping, courier, or mailing correspondence to Customers, Participants, and Insurance Carriers.
“Production Use” means the date Service is first used by Customer for any reason other than evaluation or acceptance testing.
“Qualified Beneficiary” is a dependent, marital partner, domestic partner, or former marital partner of an Employee or former Employee of Customer that must be offered Insurance Carrier Coverage separate from that of the Insurance Carrier Coverage offered to Customer’s Employee or former Employee.
“Qualifying Event” means a specified triggering event such as termination of employment (list of those events at shall be considered exclusive unless otherwise specified within the Order Form), which, but for the continuation coverage required by COBRA, would result in the loss of coverage of a Qualified Beneficiary.
“Security Policies” means setup policies to grant or deny access to end users of the Service login and access privileges to the interactive web pages reports and the data records contained within the Service.
“Service” means, solely for the purpose of this Agreement, the entire functionality subscribed to by Customer herein.
“Setup Policies” means setup policies provided by the Service relating to recordkeeping and reporting including, but not limited to, Insurance Carriers benefit plan rates.
“Software Services” means the provisioning of the Service functionality into logical groupings to facilitate partial or full subscription by Customer herein.
“System Notifications” means features provided by the Service to advise end users of events, data elements, and actions that require attention.

2. General Terms.

The Service shall be provided as set forth herein. The Term, and fees and pricing are as set forth on the Order Form
2.1. Customer is responsible to review and verify the Service’s Security Policies and System Notifications to ensure that they function as intended prior to Production Use. Subsequent to Production Use, Customer is responsible to review and verify that all changes to Security Policies and System Notifications are thoroughly tested prior to deployment in Production Use. Customer assumes all security risks for transmission of System Notifications by standard email.
2.2. Asure shall not be responsible for Customer’s failure to supply information on a timely basis or actions taken or omitted by Customer or for inaccuracies resulting from inaccurate information provided by Customer.
2.3. Upon request, Asure may provide Customer additional training, customization, or consulting. Customer agrees to pay the fees for such services in accordance with the schedule set forth in the Order Form.
2.4. Customer shall promptly report via the CRM support issues, defects, and setup issues with the Service or Outsourced Services for which Customer requires assistance.
2.5. The initial term of this Agreement shall commence as of the effective date and shall continue for the longer of one year or the term set forth in the Order Form (the “Initial Term”) and thereafter shall automatically renew for successive one year periods (a “Renewal Term”) at Asure’s then prevailing rates, unless either party delivers written notice of non renewal to the other at least 60 (sixty) days prior to the end of the Initial Term or Renewal Term. 2.6. Monthly billing for the Service will commence with Production Use or as otherwise stated in the Order Form.
2.7. Prices in this Agreement will be effective for the Initial Term and thereafter shall be subject to adjustment for each Renewal Term.
2.8. Customer acknowledges that Asure is not an ERISA plan sponsor and that Customer shall be solely responsible to comply with plan sponsor requirements including maintaining adequate plan records consistent with the requirements of Section 209 of ERISA.
2.9. Customer acknowledges that Asure is not a “Business Associate” of Customer’s plan(s), as that term is defined in 45 C.F.R. §160.103.  If Asure’s status should change in the future so that it should be treated as a Business Associate under HIPAA, Asure and Customer, on behalf of its plan(s), agree to negotiate in good faith to promptly enter into a Business Associate Agreement.
2.10. Asure agrees to take reasonable and appropriate steps to safeguard Medical Information.  Such steps shall include administrative procedures (such as training its Employees on the sensitivity of Medical Information), technical safeguards (such as firewalls and encryption) and physical safeguards (such as shredding paper documents containing Medical Information and storing documents containing Medical Information in designated locations during non-work hours).  Asure agrees to take reasonable and appropriate steps to use and disclose Medical Information only for purposes related to the Customer and its plan(s), to discipline Asure’s Employees who fail to follow such steps and to mitigate the harmful effects of any inappropriate use or disclosure of Medical Information.
2.11. Asure agrees to keep records of Customer and Participant transactions and all pertinent associated documentation for a period of three years after their creation, or if shorter, until the termination of this Agreement.  Customer may request copies of such documentation from time to time and Asure shall make best efforts to supply such documents in a timely manner. Customer shall be obligated to reimburse Asure any applicable costs and fees for document retrieval requests. Asure shall have no responsibility to maintain such records after termination of this Agreement.

3. Software Services.

If elected by Customer, the following Software Services will be made available for Customer’s use.
3.1. The Software Services consists of a system of interactive web pages to assist Customer in its COBRA and benefit continuation related recordkeeping and reporting for Employees who are on leave, terminated, or otherwise separated from the company as required by State and Federal laws under the Consolidated Omnibus Reconciliation Act (“COBRA”), the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”), or as otherwise required by Customer’s policies and procedures. The Software Services shall provide functionality to: (i) monitor election periods for Participants, (ii) monitor premium due dates, track payments made, and monitor grace periods, (iii) provide alerts and notifications of Participant enrollments and terminations, (iv) provide the ability to enter and report on Employees and Participant information, (v) and provide the ability to enter Qualified Events. Customer shall bear sole responsibility for the compliance of its policies and procedures as they relate to particular Federal, State, and Local laws.
3.2. Customer shall ensure the accuracy of its Employee, Participant, Insurance Carrier rates, Coverages and Customer Data. Customer is responsible for the uploading and entry of all Employee, Participant, and Qualifying Event data. Customer is responsible for the continued maintenance and updating of pertinent changes to Employees and Participant information.  Customer agrees to notify Asure within five (5) business days of any newly enrolled Participant or Qualified Event by submitting the information through the Service.  Asure is not responsible for penalties associated with the failure to deliver a general rights notice to new hires or the election notice to Participants if the Customer fails to notify Asure in a timely manner.
3.3. Upon execution of this agreement and each annual renewal Customer shall deliver to Asure a current health Insurance Carrier bill and a census designating individually those Employee(s) who are eligible to enroll in Coverage through the Insurance Carrier. Customer shall also deliver to Asure changes to Insurance Carrier(s) and the corresponding current rates 30 days prior to any such change.
3.4. Customer is responsiblewithin 30 days to review the reports provided by the Service for the purpose of Carrier Reconciliation and reviewing and ensuring the accuracy of Insurance Carrier benefit plan rates and Participant Coverage assignments.
3.5. Customer is responsible to ensure the accuracy of the Setup Policies prior to Production Use. Subsequent to Production Use, Customer is responsible to ensure that all changes to the Service’s Setup Policies are thoroughly reviewed and tested prior to deployment in Production Use.
3.6. Asure will not provide benefits advice to Participants, insurance brokers, representatives of health care providers, or Insurance Carriers and will refer all such inquires to Customer.
3.7. The Service shall function in accordance with the Documentation, as may be amended from time to time, and provide features to aid Customer with its compliance with federal and state laws and regulations applicable to the Service (except as stated otherwise in the Documentation).

4. Outsourced Services.

If elected by Customer, the following Payment, Mailing, Call Center, and Carrier Eligibility outsourced services as described herein will be made available for Customer’s use.
4.1. Carrier Eligibility Service
4.1.1. Carrier Eligibility Service is the notice to the Insurance Carrier of Participant Coverage elections and changes to previous elections, either by Asure’s choice of electronic interchange, fax, or e-mail or by use of the Insurance Carrier’s designated website. Customer must provide Asure with proper written permission as authorized third party for Customer with the Insurance Carrier.
4.1.2. If Customer fails to perform monthly Carrier Reconciliation in a timely manner then Asure shall have no liability for any failure of its Carrier Eligibility Services.
4.3. Mailing Service
4.3.1. Mailing Services are the preparation, printing, and delivery of: COBRA / State  Healthcare  Continuation  general rights notices for new hires or Participants experiencing a Qualifying Event, courtesy coupon payment books to Participants, benefit enrollment packages to Participants, reports, ,and  any  other  COBRA  unavailability  notices,  insufficient  payment  notices, termination  notices,  conversion  notices,  plan  change  and  rate  renewal notices as applicable, and other special letters and correspondence to Customer, Employees, or Participants as set forth in the Order Form. Customer shall be responsible for all Per Event, Postage, and courier fees as set forth in the Order Form.
4.3.2. Asure uses standard templated forms of communication for generation of first class letters and emails to Participants of Customer. Customer agrees that upon Production Use, Customer has approved the templated forms of communication. Customer shall be responsible for any modifications to the communications materials.
4.3.3. Asure shall provide first class mailing of required notices except in such cases that a Participant has elected to receive notices electronically. Customer acknowledges that Asure’s proof of mailing consists of the Service’s record of sent notices or internally prepared logs of sent notices.
4.3.4. Asure shall be entitled to recover Postage increases from Customer, which are excluded from the computation in paragraph 2.7.
4.4. Participant Call Center Service
4.4.1. Asure shall provide toll free inbound  teleservice support via live operators for Participants from Monday through Friday during the hours of 8 AM ET to 6PM ET except corporate meetings, weather emergencies, banking and Federal holidays. Customer authorizes Asure to originate calls to Participants.
4.4.2. The Asure call center facility will be equipped with telephone systems, computer systems, and various Asure support and call monitoring tools, such as documentation and knowledge bases, to be used in the delivery of the Call Center Services. Asure shall bear all expenses of operating the facility including all expenses for equipment and telecommunication services.
4.4.3. Customer recognizes that there may be instances where Asure will not be able to resolve a Participant call or issue without Customer’s assistance. Immediately upon execution of the Order Form, Customer will designate a contact person for resolving support problems that require intervention by Customer’s personnel and/or a Customer third party vendor.
4.5. Payment Services
4.5.1. Payment Services are premium billing, collection, and payment services that: (i) rely solely on timely and accurate Customer Data provided to the Service by Customer and (ii) facilitate the collection of Participant insurance premiums (net of administrative fees) and the transfer of those funds to the Customer Deposit Account or if elected by Customer to the Insurance Carrier(s) via ACH or Check.
4.5.2. The provision of all services requiring the debit or credit of accounts shall be provided through an originating bank (the “Originating Bank”). Asure and Customer may each be required to enter into separate agreements with the Originating Bank. Customer shall execute all documents requested by Asure or the Originating Bank to originate debit or credit entries through the nationwide automated clearing house system on a bank account designated by Customer (each, an “ACH Entry”), and provide any other documents or information on an ongoing basis that may be requested by Asure or the Originating Bank to effectuate such ACH Entries.
4.5.3. Asure shall not be liable for any losses to Customer as a result of insufficient funds, “stop-payment” or otherwise dishonored checks, or other negotiable instruments received for premium payments, which are subsequently not paid by the maker, and Customer shall reimburse Asure for any fees it incurs for the processing of such payments. Asure shall only be obligated deposit funds to Customer Deposit Account that it receives from Participant(s) net of administrative fees.
4.5.4. Customer authorizes Asure to retain the 2% COBRA administration fee or any other fees chargeable by statute to Participants in excess of the regular monthly Insurance Carrier premium.
4.5.5. Customer shall assist Asure in the recovery of funds erroneously credited to a Participant account.
4.5.6. Customer shall be responsible to review the Setup Policies, Participant payment reports, and coupons provided by the Service to ensure the accuracy of insurance premium billing to Participants and the accuracy of the corresponding insurance premium payment to Insurance Carrier, whether those payments are remitted to the Customer or by Asure. Customer shall be solely responsible for any claims made and any penalties, fines, administrative fees, late charges, interest, and/or taxes that may be due to its erroneous Setup Policies or the failure to review the records described herein.
4.5.7. Customer acknowledges that: (i) COBRA law prevents Participant Coverage from cancellation due to underpayment of insurance premiums under certain circumstances, (ii) that as between it and Asure, Customer shall be solely responsible for the underpayment of insurance premiums by Participants, and (iii) that it shall reimburse Asure for its advancement of underpayment amounts by Participants.

5. Data Exchange Service.

If elected by Customer, the following Data Exchange Service will be made available for Customer’s use.
5.1. Data Exchange Service shall refer to electronic data interchange either via web services, file transfer, or other means provided by Asure and as authorized by Customer to transfer information from the Service or into the Service from a third party.
5.2. Customer shall be responsible for auditing and verification of the accuracy of all data transferred via the Data Exchange Service.

6. Support.

Customer acknowledges that all support requests will be properly documented and submitted to Asure’s CRM during Normal Business Hours and in accordance with Asure’s current support policy. Except for reporting service outages, all support requests that are not received during Normal Business Hours will be subject to additional after hours support fees as provided for in the Order Form.

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