Terms & Conditions for Business

Entities and Organizations

THIS AGREEMENT, together with all Service Program Schedules and Terms and
Conditions (the Agreement) is made as of the day Clients Administrator accepted
BenefitHubs terms and conditions of service by clicking on I have read and agree
to BenefitHubs Terms and Conditions or when Client first uses the Services (the
Effective Date) by and between Compass Discounts (Client) having its principal
place of business at 2400 Yorkmont Road , Charlotte, 28217, and BenefitHub, Inc.
(BenefitHub), a Delaware corporation, having its principal place of business at 230
Park Avenue, 10th Floor, New York, NY 10169. Client and BenefitHub may be
referred to herein individually as Party and collectively as the Parties.

WITNESSETH

WHEREAS, Client provides its employees; union members; retirees and/or

members (Members) with benefits;

WHEREAS, BenefitHub provides Member benefit technologies and services as

described herein and in any Service Program Schedules (Services);

WHEREAS, Client and BenefitHub desire to enter into this Agreement to establish
the Parties respective rights and obligations with respect to offering the Services to
Client and Clients Members;

NOW, THEREFORE, in consideration of the premises and the mutual covenants and
undertakings herein set forth, the Parties hereby agree as follows:

1.
1.1.

Definitions.
Member means an employee; union member; retiree and/or member of
a Client who has access to the Services through their association with
Client.

1.2.

Service Program Schedule means each individual schedule to this

Agreement which sets out the specific details of each Partys rights and
obligations with respect to the same.

1.3.

Administrator is a Member or authorized broker or agent of Client who

has been granted administrative rights in the BenefitHub Platform giving
them access to the Admin functionality.

2.
2.1.

Duties of Client.
Client agrees to use its reasonable efforts to communicate the Services
being offered to their Members during the Term. Client will provide all
necessary reasonable support to ensure the maximum number of Members
are aware of the Services. Client will coordinate with BenefitHub the
development of a communication plan to its Members that outlines the
Services.

2.2. Client shall adhere to its obligations related to any Service Program
Schedule where Client and/or its Members are utilizing the services
described therein.

3.

Duties of BenefitHub.

3.1.

BenefitHub shall provide commercially reasonable support including

account management, technical and telephonic support to Client and their
Members.

3.2.

At all times BenefitHub will provide Members with service levels consistent
with those made available to other BenefitHub Clients of a similar size.

3.3.

BenefitHub shall adhere to its obligations related to any Service Program

Schedule.

4.

Fees and Expenses. The Parties respective obligations related to

fees for any Service shall be as set forth in one or more separately
executed addendums to this Agreement.
Exclusivity and Non-Solicitation.

5.
5.1.

During the term of this Agreement, Client will not offer to its Members any
product or service substantially similar to the Services.

5.2.

During the term of this Agreement, BenefitHub shall not contact any
Member of Client for the purpose of providing said Member with any
product, other than in accordance with the terms of this Agreement.

6.
6.1.

Term and Termination.

The initial term of this Agreement shall begin on the Effective Date and,
unless terminated earlier in accordance with the terms hereof, shall end
three (3) years thereafter (the Initial Term). Upon the completion of the
Initial Term, this Agreement shall be automatically renewed for successive
two (2) year terms (each, a Renewal Term) unless any one of the Parties
gives written notice of its intent not to renew the Agreement at least one
hundred and eighty (180) days prior to the end of the then current Term.
The Initial Term, together with each Renewal Term shall be referred to as the
Term.

6.2.

This Agreement may be terminated by either Party hereto by giving written

notice to the other Party at any time in the event the other party has
breached any provision of this Agreement in any material respect and the
breaching party has failed to commence and diligently pursue a cure of
such breach or the breach has continued without cure for a period of sixty
(60) days after notice of the breach has been given in accordance with
section 12.7.

6.3.

Subject to applicable law, this Agreement may be terminated by either

party hereto by giving written notice to the other party at any time in the
event the other party (i) files a petition in bankruptcy (or is the subject of an
involuntary petition in bankruptcy that is not dismissed within sixty (60)
days after the effective filing date thereof), (ii) is or becomes insolvent, or
(iii) admits of a general inability to pay its debts as they become due.

6.4.

The following sections shall survive the termination or expiration of his

Agreement: 1, 6.4, 7, 9, 10, and 11.

7.

Indemnification. Each Party shall indemnify and hold the other Party
and its affiliates, subsidiaries, successors, assigns, agents, officers,
directors, representatives, and employees harmless from any and all
claims, demands, losses, actions, causes of action, damages,
judgments, fines, fees (including reasonable attorneys fees),
penalties, settlements, and any and all other sums of money resulting
from or in connection with this Agreement, except if arising out of the
negligence or willful misconduct on the part of the other Party or any
of its employees.
Representations and Warranties.

8.
8.1.

Each Party represents and warrants that: (a) this Agreement constitutes a
valid and binding obligation of such Party and such Partys performance of
its obligations hereunder does not, and the actions of such Party and its
officers and employees in performing their duties hereunder do not, violate
any applicable law, rule or regulation or any other agreement by which it is
or they are bound; and (b) it will comply with all applicable laws in
connection the performance of its obligations under this Agreement.

8.2.

Unless agreed between the Parties in a separately executed addendum to

this Agreement, Client represents and warrants that by accepting the Terms
and Conditions Administrator is doing so on behalf of Client and Client
represents and warrants that Administrator has the authority to act on
Clients behalf and is duly authorized to legally bind Client to this
Agreement.

8.3.

EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, BENEFITHUB MAKES

NO REPRESENTATIONS OR WARRANTIES, ORAL OR WRITTEN, EXPRESS OR
IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND
FITNESS FOR A PARTICULAR PURPOSE, REGARDING THE SERVICES OR ANY
OTHER MATTER PERTAINING TO THIS AGREEMENT.

9.

Limitation of Liability. IN NO EVENT SHALL BENEFITHUB BE LIABLE

FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION,
INCIDENTAL AND CONSEQUENTIAL DAMAGES, LOST PROFITS, OR

10.

DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION)

RESULTING FROM AND/OR ARISING OUT OF THIS AGREEMENT,
WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING
NEGLIGENCE), OR ANY OTHER LEGAL THEORY, EVEN IF BENEFITHUB
HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME
STATES DO NOT ALLOW EXCLUSION OF IMPLIED WARRANTIES OR
LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL
DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT
APPLY. IN SUCH STATES, THE LIABILITY OF BENEFITHUB SHALL BE
LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
Confidentiality.

10.1.

Confidential Information means, subject to the exceptions set forth in

Section 10.3 hereof, any information or data, regardless of whether it is in
tangible form, disclosed by either party (the Disclosing Party) that the
Disclosing Party has either marked as confidential or proprietary, or has
identified in writing as confidential or proprietary within thirty (30) days of
disclosure to the other party (the Receiving Party) or which would be
apparent to a reasonable person, familiar with Disclosing Partys business
and the industry in which each operates, to be of a confidential or
proprietary nature the maintenance of which is important to the Disclosing
Party; unless such information is the subject of any of the exceptions set
forth in Section 10.3

10.2.

Use and Disclosure of Confidential Information. The Receiving Party

acknowledges that it will have access to the Disclosing Partys Confidential
Information. The Receiving Party agrees that it will not (i) use any such
Confidential Information in any way, for its own account or the account of
any third party, except for the exercise of its rights and performance of its
obligations under this Agreement, or (ii) disclose any such Confidential
Information to any party, other than furnishing such Confidential
Information to (a) its parent, affiliates, employees, agents and consultants
who are required to have access to the Confidential Information in
connection with the exercise of its rights and performance of its obligations
under this Agreement and (b) investors, prospective acquirers and
professional advisers; provided that such employees, consultants investors,
prospective acquirers and professional advisers are bound by written
agreements or, in the case of professional advisers, ethical duties
respecting such Confidential Information in accordance with the terms of
this Section 10.2. The Receiving Party agrees that it will not allow any
unauthorized person access to Disclosing Partys Confidential Information,
and that Receiving Party will take all action reasonably necessary to protect
the confidentiality of such Confidential Information, including implementing
and enforcing procedures to minimize the possibility of unauthorized use or
copying of such Confidential Information. In the event that the Receiving
Party is required by law or governmental authority to make any disclosure
of any of Disclosing Partys Confidential Information, by subpoena, judicial
or administrative order or otherwise, the Receiving Party shall use all
reasonable efforts to first give written notice of such requirement to the
Disclosing Party, and shall permit the Disclosing Party to intervene in any

relevant proceedings to protect its interests in the Confidential Information,

and provide full cooperation and assistance to the Disclosing Party in
seeking to obtain such protection.
10.3.

Exceptions. Information will not be deemed Confidential Information

hereunder to the extent that such information: (a) is known to the Receiving
Party prior to receipt from the Disclosing Party directly or indirectly from a
source other than one having an obligation of confidentiality to the
Disclosing Party; (b) becomes known (independently of disclosure by the
Disclosing Party) to the Receiving Party directly or indirectly from a source
other than one having an obligation of confidentiality to the Disclosing
Party; (c) becomes publicly known or otherwise ceases to be secret or
confidential, except through a breach of this Agreement by the Receiving
Party; or (d) is independently developed by the Receiving Party.

10.4.

Each party agrees to notify the other party promptly of any use or
disclosure of Confidential Information in violation of this Agreement. Each
party shall be responsible for any breach of this Agreement by any of its
Authorized Representatives.

11.

Protected Information, Protected Health Information.

11.1.

Definition. BenefitHub agrees that all information personally identifiable

to a current or former Clients Member and/or former Member that
BenefitHub receives from Client, the individual who is the subject of the
information, the individuals employer or otherwise, shall be treated by
BenefitHub as Protected Information. Protected Information shall include,
but not be limited to, the individuals name, address, age, date of birth,
gender, family/marital status, Social Security number, e-mail address,
health benefits information, salary information, financial information,
coverage information, health information and medical records (including
any information concerning the physical or mental health of the individual,
health treatment or payment for any health treatment). BenefitHub shall
ensure that all such Protected Information shall be safeguarded with
appropriate encryption and/or other industry standard security measures.
Without limiting the forgoing, Protected Information includes information
protected from use and/or disclosure by local, state and Federal privacy
laws, rules and regulations, including (without limitation) Title V of the
Gramm-Leach-Bliley Act (GLB), Public Law 106-102, and any rules
promulgated by the U.S. Department of Health and Human Services (HHS)
enforcing the privacy and security requirements of the Health Insurance
Portability and Accountability Act of 1996 (HIPAA), Public Law 104-191,
and any state and local laws and regulations implementing or interpreting
any such Federal laws, rules or regulations. In the event that information
may be considered both Confidential Information and Protected Information
under this Agreement, BenefitHub should to the extent possible comply with
the provisions relating to both Confidential and Protected Information. To
the extent there is a conflict between those provisions, the provision
relating to Protected Information supersedes the Confidential Information
provisions.

11.2.

Confidentiality of Protected Information. BenefitHub agrees to treat

with strict confidentiality any Protected Information BenefitHub receives

from whatever source. This includes the following: (a) BenefitHub agrees
that BenefitHub will not use or disclose Protected Information for any
purpose other than the purpose for which BenefitHub received the
Protected Information as set forth herein; (b) BenefitHub agrees that
BenefitHub will not further disclose any Protected Information, except as
provided for herein, to any other party (other than those persons within
Client authorized to receive the Protected Information) without the express
written authorization to do so from Client and the individual that is the
subject of the Protected Information; (c) BenefitHub agrees that BenefitHub
will establish and have in place reasonable administrative, physical and
technical safeguards to guard the Protected Information BenefitHub
receives; (d) BenefitHub agrees that BenefitHub will abide by all reasonable
relevant policies and procedures that Client may adopt with respect to the
treatment of Protected Information and all such policies and procedures
shall be deemed incorporated by reference into this Agreement (provided a
copy has been provided to BenefitHub); and (e) BenefitHub agrees that
BenefitHub will comply with all applicable local, state and federal laws, rules
and regulations to the extent same apply to the Protected Information or
any part of the Protected Information, including but not limited to the
requirements of Title V of the GLB, Public Law 106-102, and any rules
promulgated by the HHS enforcing the privacy and security requirements of
HIPAA, Public Law 104-191, and any state and local laws and regulations
implementing or interpreting any such Federal laws, rules or regulations.
11.3.

12.

Protected Health Information. Protected Health Information includes

all individually identifiable information that BenefitHub receives from, or
creates or receives on behalf of, Client, that relates to the past, present, or
future physical or mental health or condition of an individual; the provision
of health care to an individual; or to the past, present, or future payment for
the provision of health care to an individual. The definition of Protected
Health Information in this Agreement is intended to be no less broad than
the definition of protected health information in the HHS final HIPAA
privacy rule, 45 CFR 160 et. seq. In the event that information may be
considered both Protected Information and Protected Health Information
under this Agreement, BenefitHub should to the extent possible comply with
the provisions relating to both Protected Information and Protected Health
Information. To the extent there is a conflict between those provisions, the
provision relating to Protected Health Information supersede the Protected
Information provisions.

MISCELLANEOUS.

12.1.

Severability. In the event that any provision of this Agreement is found

to be unenforceable, such provision will be reformed only to the extent
necessary to make it enforceable, and the remainder will continue in effect,
to the extent consistent with the intent of the parties as of the Effective
Date. The terms and conditions of this Agreement are severable. If any
term or condition of this Agreement is deemed to be illegal or
unenforceable under any rule of law, all other terms shall remain in force.

12.2.

Publicity. Each Party hereby grants to the other Party a non-exclusive,

limited license to use its trademarks, service marks and trade names in

performance of the Agreement and in connection with the advertising and

the promotion of its services. All such use shall be in accordance with each
Partys reasonable policies regarding advertising and trademark usage as
established from time to time. Each Party shall retain all right, title and
interest in and to its trademarks, service marks and trade names worldwide,
including any goodwill associated therewith, subject to the limited license
granted to each other in accordance with this Section 12.2.
12.3.

Relationship of the Parties. Nothing in this Agreement shall be

construed to place the parties hereto in an agency, employment, franchise,
joint venture, or partnership relationship. Client acknowledges and agrees
that each member of the group of companies of which BenefitHub is the
parent or a subsidiary shall be third party beneficiaries to the Agreement
and that such other companies shall be entitled to directly enforce, and rely
upon, any provision of the Agreement which confers a benefit on (or rights
in favor of) them.

12.4.

Governing Law and Jurisdiction. This Agreement, its interpretation,

performance or any breach thereof, will be construed in accordance with,
governed by, and all questions with respect thereto will be determined by,
the laws of the State of New York. Each Party hereby consents to the
personal jurisdiction of the State of New York, acknowledges that venue is
proper in any state or Federal court in the State of New York, agrees that
any action arising out of or related to this Agreement must be brought
exclusively in a state or Federal court in the State of New York, and waives
any objection it has or may have in the future with respect to any of the
foregoing.

12.5.

Force Majeure. No party hereto shall have any liability under this
Agreement for such partys failure or delay in performing any of the
obligations imposed by this Agreement to the extent such failure or delay is
the result of any of the following events (each, a Force Majeure Event): (i)
any fire, explosion, unusually severe weather, natural disaster or Act of
God; (ii) epidemic; any nuclear, biological, chemical, or similar attack; any
other public health or safety emergency; any act of terrorism; and any
action reasonably taken in response to any of the foregoing; (iii) any act of
declared or undeclared war or of a public enemy, or any riot or insurrection;
(iv) damage to machinery or equipment; any disruption in transportation,
communications, electric power or other utilities, or other vital
infrastructure; or any means of disrupting or damaging internet or other
computer networks or facilities; (v) any strike, lockout or other labor
dispute or action; (vi) any action taken in response to any of the foregoing
events by any civil or military authority; or (vii) any other event beyond
such partys control; provided that financial inability in and of itself shall not
be a Force Majeure Event.

12.6.

Assignment; Binding Effect. Neither party may assign this Agreement

in whole or in part without the prior written consent of the other party,
except that either party (the Assigning Party) may assign this Agreement
without the written consent of other party (the Non-Assigning Party) to a
corporation or other business entity succeeding to all or substantially all the
assets and business of the Assigning Party by merger or purchase, provided

that such corporation or other business entity shall expressly assume all of
the Assigning Partys obligations under this Agreement by a writing
delivered to the Non-Assigning Party. Any attempted assignment,
delegation or transfer by an Assigning Party in violation hereof shall be null
and void. Subject to the foregoing, this Agreement shall be binding on the
parties and their successors and assigns.
12.7.

Notices. All notices under this Agreement will be in writing and will
reference this Agreement. Notices will be deemed given: (i) three (3) days
after having been sent by registered or certified mail, return receipt
requested, postage prepaid; or (ii) one (1) day after deposit with a
commercial overnight carrier, with written verification of receipt. All
communications will be sent to the addresses set forth on the first page of
this Agreement or such other addresses designated pursuant to this Section
12.7.

12.8.

No Waiver. Failure by either party to enforce any provision of this

Agreement will not be deemed a waiver of future enforcement of that or
any other provision.

12.9.

Accepting the Terms & Electronic Storage. In order to use the

Services, Client must first agree to the Terms. Client may not use the
Services or offer the Services to its Members if Client does not accept this
Agreement. Client can accept the Agreement by: (A) clicking to accept or
agree to the Terms and Conditions, where this option is made available to
you by BenefitHub in the user interface for any Service; or (B) by actually
using the Services. In this case, Client understands and agrees that
BenefitHub will treat your use of the Services as acceptance of the
Agreement from that point onwards. The parties agree that this Agreement
may be stored and transmitted electronically and the electronic copy shall
at all times be as valid and enforceable as any offline or printed version.

12.10. Headings. The headings and captions used in this Agreement are used
for convenience only and are not to be considered in construing or
interpreting this Agreement.
12.11. Construction. This Agreement has been negotiated by each of the
parties hereto and each of their respective counsel. This Agreement will be
fairly interpreted in accordance with its terms and without any strict
construction in favor of or against either party.
12.12. Attorneys Fees. The prevailing party in any legal action brought by one
party against the other arising out of this Agreement will be entitled, in
addition to any other rights it may have, to reimbursement of its costs and
expenses associated with such legal action, including court costs and
reasonable attorneys fees.
12.13. Subcontracting. BenefitHub may subcontract to any third party some of
its obligations under this Agreement. Notwithstanding any subcontracting,
BenefitHub shall remain bound by the terms and conditions of this
Agreement.

12.14. Complete Agreement. This Agreement constitutes the entire agreement

between the parties. It supersedes and replaces all prior or
contemporaneous understandings or agreements, written or oral, regarding
such subject matter, and prevails over any conflicting terms or conditions
contained on printed forms submitted with purchase orders, sales
acknowledgments or quotations. This Agreement may not be modified or
waived, in whole or part, except in writing and signed by an officer or duly
authorized representative of both parties.

SERVICE PROGRAM SCHEDULE BENEFITHUB PLATFORM AND DISCOUNTS

This Service Program Schedule (the Service Program Schedule) is entered into as
of the Effective Date, by and between BenefitHub and Client as a Schedule under
the Agreement entered into by and between the Parties on the Effective Date (the
Agreement). All capitalized terms used herein and not defined shall have the
meaning attributed thereto in the Agreement.
WHEREAS, BenefitHub provides an online, self-service, customizable benefit portal
and communication platform (BenefitHub Platform), which allows Client to
showcase inside containers (Tiles) numerous items including, but not limited to,
benefits, applications, tools, images, links, data, and instructions, as well as offers
from discount providers (Discount Providers).

WHEREAS, Client and BenefitHub desire to enter into this Service Program Schedule
to establish the Parties respective rights and obligations with respect to offering the
BenefitHub Platform to Client and Clients Members.
1. BenefitHub Performance under this Service Program Schedule.
BenefitHub shall during the term of this Program Schedule:
a. Provide the functionality applicable in the BenefitHub Platform.
b. Contract with and administer the relationship with all Discount
Providers as requested by Client on such terms as BenefitHub
determines.
c. Be responsible for issuing and administering user names and
passwords to Client and Members.
d. Update Discount Providers participating in the BenefitHub Platform by
removing those no longer considered suitable and, where appropriate,
by adding new Discount Providers that have successfully passed
through BenefitHubs new provider review process.

e. Where possible, for each new Discount Provider, negotiate a discount

or special terms, and will ensure that the Discount Provider adheres to
BenefitHubs Supplier Agreement.
f.

Frequently check that Discount Provider Tiles and links are working.

g. Use reasonable efforts to ensure that all advertised discounts or

functionality in Tiles are available to Members and will alert relevant
Providers in the event, discounts or offers are not working or have
expired.
h. Provide Client with the ability to add or remove Discount Providers from
the BenefitHub Platform.
i.

Enable Client to co-brand the site.

j.

Where requested, work with Client to provide single sign-on.

k. From 8.30am to 5.30pm EST Monday through Friday, provide Members

with live agent customer care support when contacted by phone, email
or when an online ticket in submitted. All methods to reach customer
care shall be made accessible through the Help & Feedback button
which is visible at the top of every BenefitHub Platform page.
l.

Ensure all incoming calls are recorded, and all calls and emails are
time-stamped, response times are tracked, and all interactions are
logged in BenefitHubs CRM solution. Automatically escalate any issues
that are not resolved through a single call resolution.

m. Provide Members
communications.

with

the

ability

to

opt

in

and

opt

out

of

n. Offer the Services in all 50 United States, Puerto Rico, the District of
Columbia, and Canada.
o. Provide reporting on the following items:
i. Registrations
ii. Visits
iii. Unique visits
iv. Category performance
v. Benefits/discounts performance
vi. Client added content performance
vii. Keyword search performance
viii. Client monthly performance by KPIs

2. Client Performance under this Service Program Schedule. Client shall

during the term of this Program Schedule:
a. Send an email announcing the launch of the Services to all Members
for whom Client has an email address.
b. Include information about the Services in Clients new hire or member
package or in any similar medium or method by which Client
communicates benefits to their new hires or new members.
c. Include a visible link on Clients intranet, website or third party website
where client communicates benefits to their new hires or members.
d. Include information about the Services in Clients communications for
annual benefits open enrollment, benefit fairs, and any similar events
where Client communicates benefits to their employees or members.
e. Not contract with or promote the services of a provider that
substantially competes with the services provided under this Program
Schedule.
f.

For any Client introduced Discount Providers, where the BenefitHub

Platform has the same or a better offer from the same Discount
Provider, use BenefitHubs offer from the Discount Provider.

3. Costs and Fees. The BenefitHub Platform shall be provided cost free.

4. Termination. This Program Schedule shall end on the date the Agreement
has been termed in accordance with section 6 of the Agreement.

SERVICE PROGRAM SCHEDULE SMARTPAY

This Service Program Schedule (the Service Program Schedule) is entered into as
of the Effective Date, by and between BenefitHub and Client as a Schedule under
the Agreement entered into by and between the Parties on the Effective Date (the

Agreement). All capitalized terms used herein and not defined shall have the
meaning attributed thereto in the Agreement.

WHEREAS, BenefitHub and its parent company Motivano, Inc. provide a system and
related services for the management of payroll deductions, eligibility/census files,
data reconciliation, Provider payment, and other related services (together known
as SmartPay).

WHEREAS, Client and BenefitHub desire to enter into this Service Program
Schedule to establish the Parties respective rights and obligations with respect to
offering SmartPay to Client and Clients Members.
1.

Definitions.

1.1.

Deduction means the amounts taken from the wages of a Member each
pay period to pay for the Products.

1.2.

Payment Account" means a bank account established by Client for the

purpose of receiving deposits of Deductions and making payments to
Providers for Products purchased and paid for by Members.

1.3.

Products means the products and/or services of a Provider that are made
available to Eligible Members through the Services.

1.4.

Provider means any third party offering group benefits, voluntary benefits
or discounted products or services to Clients Eligible Members through
SmartPay.

2.

Clients Performance under this Service Program Schedule. Client

shall during the term of this Program Schedule:

2.1.

Make Deductions in an amount specified by BenefitHub or a BenefitHub

affiliate and authorized by the Member pursuant to a payment authorization
(Payment Authorization) notice provided by the Provider authorizing the
Provider to receive payment for Products through Deductions.

2.2.

Provide a copy of their payroll schedule which will include payroll dates,
Deduction due dates and the pay period end dates for all Members. Annually
Client will provide their new payroll schedule sixty (60) days prior to the start
of their new year payroll cycle.

2.3.

Provide BenefitHub with a current list of Members who are eligible to

participate (Eligible Members) in the SmartPay program. Client will forward
to BenefitHub any changes to the Eligible Member list on a regular
schedule.

2.4.

Accept changes and modifications to the Deductions as may be requested

by BenefitHub from time to time and authorized by the Member pursuant to
the Members payment authorization. Client will not modify or cancel a
Members Deductions. All cancellations and modification of a Deduction are
directed by Provider and processed through SmartPay.

2.5.

Provide BenefitHub with a reconciliation file usually no later than three (3)
days before each group payroll date. A separate reconciliation file is
required for each payroll date. The reconciliation file must not include
negative deductions or duplicate Member records.

2.6.

Make payments directly to Providers or to BenefitHub no later than the 25th

day of the month for deductions relating to the previous month.

2.7.

Maintain complete and accurate records of all information in connection

with the Deductions (the Client Records).

2.8.

Provide BenefitHub 60 days notification of any modification to its payroll

software system and payroll practices including changes to payroll schedule
dates and adding or changing payroll groups that might impact Deductions.

3.

BenefitHubs Performance under this Service Program

Schedule. BenefitHub shall during the term of this Program Schedule:

3.1.

Before the end of Clients payroll cycle, reconcile the updated enrollment file
received from Provider, and forward it to Client to process.

3.2.

Prepare and distribute files to Client based on Clients payroll frequency.

These files will include all changes to the Deductions that have been made by
Provider and transmitted to BenefitHub during the billing cycle.

3.3.

BenefitHub shall cause through its SmartPay system the notification to Client
of the funds to be sent to each Provider. BenefitHub shall maintain adequate
accounting and bank records to show the flow of funds directly to Provider.

3.4.

BenefitHub makes a complete accounting and reconciliation of all

Deductions sent by Client, taking into account election and benefit changes
by Members.

3.5.

BenefitHub prepares and sends to each Provider within five (5) business
days after each month, a report that contains a list of the Members
deduction amounts and paycheck dates.

4.

Fees. The fees for SmartPay, if any, shall be as set forth in a separately
executed addendum to this Agreement.

SERVICE PROGRAM SCHEDULE SMARTENROLL

This Service Program Schedule (the Service Program Schedule) is entered into as
of the Effective Date, by and between BenefitHub and Client as a Schedule under
the Agreement entered into by and between the Parties on the Effective Date (the
Agreement). All capitalized terms used herein and not defined shall have the
meaning attributed thereto in the Agreement.

WHEREAS, BenefitHub provides an Internet accessed Member benefits education

and enrollment system, and other related services (together known as
SmartEnroll), whereby a Client can make available Products or services from
Providers to its Members, and through which Members may elect to enroll in the
Products.

WHEREAS, Client and BenefitHub desire to enter into this Service Program
Schedule to establish the Parties respective rights and obligations with respect to
offering SmartEnroll to Client and Clients Members.
1.

Definitions

1.1.

Agent is a licensed person or entity that serves Client as an advisor or

broker of record and who is duly authorized to act as a consultant to and on
behalf of Client.

1.2.

Provider means any Client approved third party using SmartPay and
offering products or services to Client and their Members.

1.3.

Products means the products and/or services that are made available to
Members through Clients selected Providers.

2.

Grant of License

2.1.

Subject to payment of the Fees, if any, set forth in a separately executed

addendum to this Agreement, BenefitHub grants to Client, and Client accepts,
a non-transferable, non-exclusive, limited license to use SmartEnroll within
North America, solely for the purpose of communicating Products and
enrolling Members in Products during the Term.

2.2.

Client shall not acquire any right or interest in SmartEnroll, or any derivative
of SmartEnroll, other than expressly specified in this Agreement.

3.

Clients Performance under this Service Program Schedule. Client

shall during the term of this Program Schedule:

3.1.

Pay BenefitHub the applicable fees according to the fee schedule set forth in
a separately executed addendum to this Agreement. Client shall pay to
BenefitHub the fees incurred by (i) the 30th day of the month following the
month in which the services were provided, or (ii) within ten (10) days of
receipt of an invoice from BenefitHub, whichever is later. BenefitHub shall
apply an interest rate of one and one-half percent (1.5%) per month or the
maximum rate allowable by law, whichever is less, to all overdue amounts.
In the event any fees due to BenefitHub become overdue, Client will
reimburse BenefitHub for any reasonable costs incurred in recovering such
fees, including legal costs.

3.2.

Provide BenefitHub with a current list of Members and their dependents who
are eligible to participate (Eligible Members) in SmartEnroll. Client will

forward to BenefitHub any changes to the Eligible Member list on a regular

schedule.
3.3.

In conjunction with their Agent be responsible for providing BenefitHub with

all information related to benefit plan designs.

4.

BenefitHub Performance under this Service Program

Schedule. BenefitHub shall during the term of this Program Schedule:

4.1.

Contract with and administer the relationship with all Providers as requested
by Client or Agent only on such terms as BenefitHub determines.

4.2.

Brand SmartEnroll in Clients name, using Client Marks (Marks means the
trademarks, trade names, colors and service marks).

4.3.

Be responsible for issuing and administering user names and passwords to

Clients and Members.

4.4.

Provide Custom Benefit Statements for pre- and post-enrollment

confirmation of election statements incorporating BenefitHubs or its clients
logo, specific benefit descriptions, costs and editable text blocks.

4.5.

Provide a Custom Payer Export, which is a general-purpose export for

delivering enrollment information to payers, allowing the Administrative User
to determine which data fields to include and the naming order of
spreadsheet columns, with unique configurations for each payer.

4.6.

Provide an ANSI x834 Payer Export, which is a HIPAA standard data export
for delivering enrollment information to medical, dental and vision payers.
Use of the ANSI x834 is determined on a carrier-by-carrier basis.

4.7.

Provide for FTP delivery of encrypted data files and uploads to carriers FTP
sites.

4.8.

Provide a QA Report, which automatically scans the case configuration and

enrollment database to identify problems or data conflicts during the testing
phase and post-enrollment prior to producing extract files. This ensures the
database is valid according to Clients business rules as set up on the system.