Benefits Administration Services Additional Terms

These Benefits Administration Services Additional Terms (the “Benefits Administration Additional Terms”) form part of the Niural Customer Terms of Service (the “Customer Terms”) and apply when a Customer purchases or uses benefits administration services from the applicable Niural entity.

“Niural” means the Niural entity providing the applicable Benefits Administration Services. Niural Benefits One LLC is not a party to these Benefits Administration Additional Terms in its capacity as an insurance broker.

Capitalized terms not defined here have the meanings in the Customer Terms or other applicable agreement with Niural (collectively, the “Agreement”). The Agreement’s disclaimers, limitations of liability, indemnities and order of precedence provisions apply.

1. Benefits Administration Services

1.1 Services

Niural may provide technology and administration services relating to employee benefits (the “Benefits Administration Services”), including enrollment and disenrollment, benefits elections and eligibility information, payroll deductions and contributions, transmission of information to carriers and other providers, access to plan materials, certain COBRA and ACA services and flexible benefits administration. The specific services provided are determined by the applicable Order Form, PEO or ASO agreement, plan documents and service configuration. Niural may use third party providers.

A “Benefit Plan” means an employee benefit plan, insurance policy, cafeteria plan, flexible benefit arrangement or other employee benefit program supported through the Benefits Administration Services.

1.2 Individual Users

Employees, former employees, dependents and other users may access benefits information, make elections, submit information and use other available functionality. Access does not itself establish eligibility or coverage.

1.3 PEO, ASO and Customer-Sponsored Plans

Benefit Plans may be sponsored, maintained, administered or arranged by Niural, a Niural affiliate, Customer or another party. The applicable PEO or ASO agreement, governing plan document, insurance policy, certificate of coverage, summary plan description and other governing documents (the “Plan Documents”) determine the responsibilities of the plan sponsor, plan administrator, fiduciaries, insurers and other parties. Except as expressly provided in the Plan Documents or Agreement, Niural is not a named fiduciary, plan administrator or plan sponsor of a Customer-sponsored Benefit Plan and does not make claims or eligibility determinations for that plan.

Customer is responsible for funding all amounts payable under any Benefit Plan for which Customer is responsible for funding under the Agreement or Plan Documents. Niural has no financial responsibility for the payment of any Benefit Plan benefit or claim except to the extent expressly provided in the Agreement or Plan Documents.

1.4 Federal COBRA Administration

Federal COBRA services apply only if included in Customer’s services or otherwise agreed by Niural and may be provided directly or through a third-party administrator. Customer must provide complete and accurate qualifying event, eligibility, address and other required information within ten (10) calendar days after becoming aware of the applicable event and sufficiently early to permit compliance with applicable deadlines. Customer must also promptly report material changes affecting COBRA administration. Unless Niural or the applicable third party administrator expressly agrees otherwise, federal COBRA services will be administered electronically. Customer is responsible for ensuring that employees, former employees and their COBRA-eligible dependents have provided any consent to electronic delivery required by law.

If an individual requests COBRA information or notices by physical mail or requests or attempts to pay COBRA premiums by cash or check, Customer will become responsible for all COBRA administration, payment processing, notices and related services for that individual unless Niural or the applicable third party administrator expressly agrees otherwise. Niural or the applicable third party administrator may offer supplemental capabilities, including physical mail notices or alternative payment methods. Unless expressly agreed otherwise, Niural does not administer state continuation coverage.

1.5 ACA Administration

ACA services apply only if included in Customer’s services or otherwise agreed by Niural. Niural may assist with eligibility calculations, preparation and distribution of forms and electronic filings. Customer remains responsible for accurate and timely information and for ACA obligations not expressly assumed by Niural.

1.6 Flexible Benefits

Niural may facilitate health FSAs, dependent care FSAs, commuter benefits and HSA contributions (“Flex Benefits”) through third party administrators (“Flex Administrators”).

For PEO or ASO Customers participating in a plan sponsored or arranged by Niural PEO One LLC or another Niural affiliate, the Plan Documents govern. Niural is not required to establish a separate or customized cafeteria plan for an individual Customer. For a Customer-sponsored Benefit Plan, Customer remains responsible for plan design and compliance except to the extent Niural expressly assumes responsibility.

Customer must timely fund required amounts and maintain any account or payment mechanism required by the Plan Documents, Agreement or Flex Administrator. Customer is responsible for costs resulting from HSA or other contribution errors caused by inaccurate, incomplete or untimely information provided by Customer or its users. Niural or the Flex Administrator may attempt a correction or reversal but does not guarantee one. Customer and individual users are responsible for monitoring and complying with applicable contribution and other statutory limits except to the extent the Agreement expressly assigns that responsibility to Niural.

1.7 Benefits Information

Niural may provide summaries or other information concerning Benefit Plans (“Benefits Information”). Benefits Information does not replace the Plan Documents. If there is a conflict, the Plan Documents control. Benefits Information, including information produced or assisted by artificial intelligence or automated functionality, may contain errors or omissions. Customer and individual users are responsible for verifying material Benefits Information against the applicable Plan Documents before making coverage, enrollment or benefits decisions or otherwise relying on that information.

1.8 No Professional Advice

Except for brokerage services separately provided by an appropriately licensed Niural affiliate, Benefits Administration Services and Benefits Information do not constitute legal, tax, accounting, investment or insurance advice.

1.9 Third Party Decisions

Insurance carriers, Flex Administrators, custodians and other third party benefits providers (“Benefits Providers”) control matters within their authority. Except as expressly provided in the Agreement or Plan Documents, Niural does not control or guarantee their decisions.

1.10 Customer-Sponsored Plan Documents

If Niural provides a template or draft plan document, summary plan description (“SPD”), summary of material modifications (“SMM”), notice or similar document for a Customer-sponsored Benefit Plan, Customer remains responsible for its accuracy, compliance, adoption, distribution and filing unless Niural expressly agrees otherwise.

Customer is responsible for penalties, costs or other liabilities resulting from Customer’s failure to satisfy those responsibilities, except to the extent caused by Niural’s breach of an expressly assumed obligation. Customer may obtain any legal review it considers appropriate. Niural’s templates and administrative assistance are not legal advice.

Customer must notify Niural at least forty five (45) days before any material amendment to a Customer-sponsored Benefit Plan administered through the Benefits Administration Services or, if advance notice is not reasonably practicable, as soon as reasonably practicable. Niural may decline to administer a modification that it or an applicable Benefits Provider cannot reasonably support.

2. Customer Responsibilities

2.1 Information and Transaction Confirmation

Niural may rely on information, elections, eligibility determinations and data provided by Customer and its users (“Customer Information”). Customer is responsible for ensuring Customer Information is accurate, complete and timely and for promptly reporting known errors. Niural is not responsible for losses caused by inaccurate, incomplete or untimely Customer Information except to the extent caused by Niural’s breach of an expressly assumed obligation. Customer is responsible for reviewing and confirming that enrollments, elections, terminations and other transactions submitted through the Benefits Administration Services have been accurately processed by the applicable Benefits Provider.

2.2 Changes

Customer must promptly notify Niural of changes affecting benefits administration, including employee status, qualifying events, benefit offerings, workforce size, payroll information or termination of coverage.

2.3 Electronic Communications

Benefits communications may be delivered electronically subject to applicable law and Niural’s Electronic Disclosure and Consent. Customer is responsible for obtaining any legally required consents unless another party expressly assumes that responsibility.

2.4 Errors

Customer must promptly notify Niural of any known error, investigation, audit or penalty relating to the Benefits Administration Services and reasonably cooperate in addressing it. Niural may attempt to correct or reverse an error but does not guarantee that a correction or reversal is possible. Except to the extent expressly required by the Agreement, Niural is not obligated to correct or reverse an error, and any attempted correction or reversal may depend on the cooperation and policies of the applicable Benefits Provider.

2.5 Compliance

The Agreement and Plan Documents govern the allocation of compliance responsibilities. Except for obligations expressly assumed by Niural, Customer remains responsible for laws applicable to Customer or Customer-sponsored Benefit Plans, including applicable ERISA, tax, ACA, health care spending and federal, state and local reporting requirements. Niural’s assistance with an obligation does not transfer Customer’s underlying responsibility unless expressly agreed.

2.6 Protected Health Information

Except as required for an applicable Benefits Administration Service, Customer must not provide Niural with Protected Health Information (“PHI”) within the meaning of 45 C.F.R. § 160.103. To the extent Niural creates, receives, maintains or transmits PHI on behalf of a Covered Entity or Business Associate and HIPAA requires Niural to act as a business associate, the applicable business associate agreement will apply. Where Customer, as plan sponsor, receives PHI through the Benefits Administration Services, Customer is responsible for ensuring that its Plan Documents and use of PHI comply with applicable HIPAA requirements.

3. Broker Services

Benefits Administration Services and insurance brokerage services are separate and may be provided whether Customer appoints Niural Benefits One LLC or another broker. Brokerage services provided by Niural Benefits One LLC are governed by the Broker Services Additional Terms. Activities requiring an insurance producer license are performed only through an appropriately licensed person or entity.

Customer’s receipt of services under a PEO agreement with Niural PEO One LLC is not conditioned on purchasing insurance through Niural Benefits One LLC. Participation in coverage sponsored or arranged by Niural PEO One LLC is governed by the applicable PEO agreement and Plan Documents. Unless expressly included, services customarily performed by Customer’s insurance broker are not part of the Benefits Administration Services solely because Customer uses Niural’s benefits administration technology or services.

4. Fees

Customer will pay the fees specified in the applicable Order Form, Agreement or other commercial terms. A change in Customer’s broker of record may affect Benefits Administration Service fees only as provided in the applicable commercial terms and permitted by law. To the extent required by law, Flex Benefits administration fees will be paid from Customer’s general assets and not from plan assets.

5. Limitations

Without limiting the Agreement:

(a) Benefits Administration Services do not guarantee insurance coverage or benefits;

(b) eligibility, coverage and claims are determined under the applicable Plan Documents and, where applicable, by the relevant Benefits Provider;

(c) Niural does not guarantee the performance or decisions of any Benefits Provider;

(d) Niural is not responsible for a Benefits Provider’s failure to process an enrollment, election, claim or transaction except to the extent caused by Niural’s breach of an expressly assumed obligation; and

(e) Customer and individual users are responsible for reviewing applicable Plan Documents before relying on Benefits Information.

Nothing in these Benefits Administration Additional Terms limits an obligation expressly assumed by Niural under an applicable PEO agreement, ASO agreement, Plan Document, Order Form or other written agreement.