COBRA Terms and Conditions

Last updated October 1, 2023

These COBRA Administration Service Terms (these “COBRA Terms”), together with the Terms of Service Agreement available at https://asuresoftware.com/terms (the “Universal Terms” and, together with these COBRA Terms, the “COBRA Agreement”), set forth the terms and conditions under which Asure Customer & IP HoldCo LLC (including any applicable affiliate, “Provider”) will grant User a limited non-transferable license to access Provider’s proprietary software which will assist User to comply with its obligations under the Consolidated Omnibus Budget Reconciliation Act of 1985, enacted April 7, 1986, and as may be amended (“COBRA”), and state benefit continuation laws and other related services as set forth on the applicable Sales Order (the “COBRA Service”).

These COBRA Terms are “Service Terms” under the Universal Terms. Capitalized terms used but not otherwise defined in these COBRA Terms shall have the meanings ascribed to such terms in the Universal Terms. The COBRA Agreement is a legally binding agreement between User and Provider. User is encouraged to read the COBRA Agreement carefully and to save a copy of it for User’s records. If User is agreeing to these COBRA Terms on behalf of a business or an individual other than User, User represents and warrants that User has authority to bind that business or other individual to the COBRA Agreement, and User’s agreement to these terms will be treated as the agreement of such business or individual. In that event, “User” (as defined in the Universal Terms) also refers to that business or individual. By (i) executing the applicable Sales Order for COBRA Service, or (ii) accessing or using the COBRA Service, User accepts the COBRA Agreement, and User agrees, effective as of the date of such action, to be bound by the COBRA Agreement.

1. Definitions.

“Administrative Fee” is the 2% COBRA Administrative fee or other fees chargeable by statute that User authorizes Provider to charge Participants in excess of the regular monthly insurance carrier premium.

“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.

“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.

“User Deposit Account” means the designated bank account for which User authorizes Provider to deposit funds (net of Administrative Fees) collected from Participant(s).

“Participant” means a beneficiary or an individual defined as a Qualified Beneficiary under the federal COBRA or Department of Labor regulations or state benefit continuation laws that is eligible to elect or has elected to be managed by the Service.

“Qualifying Event” is any event under the federal COBRA or Department of Labor regulations or state benefit continuation laws triggering benefit continuing coverage including, but not limited to, a User employee being terminated under an Eligible Plan or receiving a reduced level of health care coverage under an Eligible Plan, or a reduction in hours of employment.

2. COBRA Terms Governed by Universal Terms.

The terms and conditions of the Universal Terms agreed to in connection with the execution of the Sales Order, including but not limited to all representations, warranties, covenants, disclaimers, limitations on liability, agreements, and indemnities relating to the Services, are incorporated herein by reference, and User acknowledges and agrees that the representations, warranties, covenants, disclaimers, limitations on liability, agreements, and indemnities contained in the Universal Terms shall remain in full force and effect to the full extent provided therein.

If the terms and conditions of these COBRA Terms conflict with the terms and conditions of the Universal Terms, the terms and conditions of these COBRA Terms shall control with respect to the provision of the COBRA Service.

THE UNIVERSAL TERMS, AVAILABLE AT WWW.ASURESOFTWARE.COM/TERMS, CONTAIN IMPORTANT INFORMATION REGARDING LIMITATIONS OF PROVIDER’S LIABILITY, PROVIDER’S WARRANTY DISCLAIMERS, USER’S INDEMNIFICATION OBLIGATIONS, USER’S DUTY TO MITIGATE DAMAGES, THE LAW GOVERNING THE COBRA AGREEMENT, AND DISPUTE RESOLUTION PROCEDURES THEREUNDER.

3. COBRA Services.

Subject to the fulfillment of User’s responsibilities set forth herein, the Services shall allow User 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 Qualifying Events. User shall have sole responsibility for the compliance of its policies and procedures as they relate to particular Federal, State, and local laws. The Services do not provide for COBRA participant level access.

User shall ensure the accuracy of its employees, Participants, insurance carrier rates, coverages, and User data it uploads to the Services. User is responsible for the uploading and entry of all employee, Participant, and Qualifying Event data. User is responsible for the continued maintenance and updating of all changes to employee and Participant information. User agrees to notify Provider within thirty (30) days of any newly enrolled Participant or Qualifying Event by submitting the information through the Services. Provider is not responsible for penalties associated with the failure to deliver an initial COBRA notice to new hires or the election notice to Participants if the User fails to notify Provider in accordance with this Section.

Upon the Contract Effective Date, User shall deliver to Provider an implementation and/or renewal information file which specifies revised employee counts and changes in insurance carriers, eligibility, group numbers, plans and rates and relevant banking information. Any modifications are required to be communicated to Provider within five (5) business days.

User is responsible within thirty (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 and to communicate within that period any modifications to Provider. User, not Provider, is responsible for all Carrier Reconciliations.

User is responsible for ensuring the accuracy of the plan sponsor reports and communicating any changes within fifteen (15) days of receipt.

Provider will not provide benefits advice to Participants, insurance brokers, representatives of health care providers, or insurance carriers and will refer all such inquires to User.

4. Additional Services.

If elected by User and set forth on the applicable Sales Order, Provider will provide the following additional Services:

Carrier Eligibility Service. Provider will provide notice to the insurance carrier of Participant Coverage elections and changes to previous elections, at Provider’s sole discretion, via electronic interchange, fax, e-mail or by use of the insurance carrier’s designated website. User must provide written permission to the applicable insurance carrier noting Provider as an authorized third party. If User fails to perform monthly Carrier Reconciliation in a timely manner, then Provider shall have no liability for any failure of its Carrier Eligibility Services.

Mailing Service. Provider will prepare, print and deliver: (i) COBRA/ State Healthcare Continuation general rights notices for new hires or Participants experiencing a Qualifying Event, (ii) courtesy coupon payment books to Participants, (iii) benefit enrollment packages to Participants, (iv) reports, (v) any other COBRA unavailability notices, insufficient payment notices, termination notices, conversion notices, plan change and rate renewal notices as applicable, and (vi) other special letters and correspondence to User, User’s employees, or Participants. User shall be responsible for all fees incurred in connection with the provision of the Service for shipping, courier, or mailing correspondence. Customized mailing packages for new plans or plan changes are subject to additional fees. Provider uses standard templated forms of communication for first-class letters and emails to Participants. User is required to communicate any changes to Provider’s standard communications ten (10) days prior to the first mailing date to Participants. Any modifications will be at User’s cost. Provider shall provide first class mailing of required notices except if a Participant has elected in writing to receive notices electronically. User acknowledges and agrees that the record of sent notices or internally prepared logs of sent notices included in the Service is sufficient proof of mailing.

Participant Call Center Service. Provider shall provide toll free inbound telephone support via live operators for Participants during normal business hours. User authorizes Provider to originate calls to Participants. The Provider call center facility will be equipped with telephone systems, computer systems, and various Provider support and call monitoring tools, such as documentation and knowledge bases, to be used in the delivery of the Participant Call Center Services. Provider shall bear all expenses of operating the facility including all expenses for equipment and telecommunication services.

Payment Services. In the event that the Participant elects coverage, Provider will provide payment services consisting of billing the Participant, collecting the insurance premiums and Administrative Fee, and crediting the premiums to the User Deposit Account (net of the Administrative Fee). Provider shall not be liable for any losses to User 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 User shall reimburse Provider for any fees it incurs for the processing of such payments. Provider shall only be obligated to deposit funds to the User Deposit Account that it receives from Participant(s) net of Administrative Fees. User shall use its reasonable best efforts to assist Provider in the recovery of funds erroneously credited to a Participant account. User shall be responsible for reviewing any setup policies provided by the Service, 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 payments to insurance carriers, whether those payments are remitted to the User or by Provider. User 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 setup policies that are incorrect or the failure to review the records described herein. User acknowledges that: (i) COBRA prevents Participant Coverage from cancellation due to underpayment of insurance premiums under certain circumstances, (ii) User shall be solely responsible for the underpayment of insurance premiums by Participants, and (iii) User shall reimburse Provider within two (2) days of notice from Provider for Provider’s advancement of underpayment amounts by Participants.

5. Additional Agreements.

Administrative Fee Retention. User agrees that Provider shall retain the Administrative Fee billed to Participants as compensation. Provider shall receive bank credits and/or earnings from the premiums received. The amount of earnings received by Provider will fluctuate based on the average monthly balance of the premiums. User acknowledges that Provider may retain such earnings as additional compensation for the provision of the Services.

HIPAA Business Associate Agreement. If Provider determines, in its sole discretion, that the Services performed hereunder are subject to the Federal Health Insurance Portability and Accountability Act, or related rules, including if Provider determines it is a “business associate” of User, the parties hereto agree to execute Provider’s form of business associate agreement.

API. In the event that User elects to use an application programming interface (“API”) or other electronic data exchange service to provide, or requests that Provider provide, any User data or employee or Participant information to any third party, User represents that it has acquired the required consents or provided any required notices in connection with such transfer and that such transfers are not in violation of any applicable laws. Provider is not responsible for such transfer or for any services or data provided to or by any such third party. User agrees to execute any data exchange documentation, including security documentation, required by Provider in connection with any API or electronic data exchange.

Support. User acknowledges that all support requests will be properly documented and submitted to Provider’s customer relationship management software (i.e., Salesforce) during normal business hours and in accordance with Provider’s current support policy.