Broker Services Additional Terms

These Broker Services Additional Terms (the “Broker Additional Terms”) are an agreement between Customer and Niural Benefits One LLC (“Niural Benefits One”) and apply when Niural Benefits One provides insurance brokerage or related services (the “Broker Services”), primarily in connection with PEO services provided by Niural PEO One LLC (“Niural PEO One”) (the “PEO Services”) and, in some cases, in connection with administrative services organization (“ASO”) services or on a standalone basis.

The Niural Customer Terms of Service (the “Customer Terms”) are incorporated into these Broker Additional Terms by reference. For purposes of the Broker Services, references in the Customer Terms to “Niural” include Niural Benefits One, and all applicable indemnities, limitations of liability, disclaimers, dispute resolution provisions, governing law provisions and survival provisions in the Customer Terms apply to Niural Benefits One. If Broker Services are provided in connection with PEO Services, Niural Benefits One’s aggregate liability arising out of or relating to the Broker Services is subject to, and counts toward, the liability cap applicable under the PEO Agreement, which applies in the aggregate to Niural PEO One, Niural Benefits One and their applicable affiliates with respect to the PEO Services and Broker Services and is not cumulative. If Broker Services are provided on a standalone basis or in connection with ASO or other applicable Niural services, Niural Benefits One’s aggregate liability arising out of or relating to the Broker Services is subject to the applicable liability cap under the Customer Terms or other applicable agreement, unless otherwise expressly agreed in writing, and no separate or cumulative liability cap applies to the Broker Services.

Capitalized terms not defined here have the meanings in the Customer Terms or, where applicable, the PEO agreement between Customer and Niural PEO One (the “PEO Agreement”) or other applicable service agreement. If these Broker Additional Terms conflict with the Customer Terms regarding the Broker Services, these Broker Additional Terms control. The applicable service agreement controls with respect to the PEO, ASO or other Niural services.

BY ACCEPTING THESE BROKER ADDITIONAL TERMS OR USING THE BROKER SERVICES, CUSTOMER AGREES TO THESE BROKER ADDITIONAL TERMS.

1. Broker Services

1.1 Services

Niural Benefits One may provide Broker Services primarily in connection with PEO Services and, where applicable, in connection with ASO or other Niural services or on a standalone basis. Broker Services may include assisting with insurance carrier and benefit plan options, communicating with insurance carriers and other benefits providers (“Benefits Providers”), facilitating enrollments and performing other services customarily provided by a licensed insurance producer. Certain Broker Services may use artificial intelligence, automated tools or other technology made available by Niural (“Benefits AI Tools”), and any use of Benefits AI Tools remains subject to these Broker Additional Terms and any other applicable Niural terms governing such tools.

1.2 Broker of Record

For coverage provided in connection with PEO or ASO services, Customer will designate Niural Benefits One as broker or agent of record, or provide any other required authorization, to the extent necessary for Niural Benefits One to provide the applicable Broker Services. If Customer revokes or changes a required designation or authorization, Niural Benefits One may cease providing the affected Broker Services upon notice to Customer, subject to Section 7.

1.3 Licensing

Niural Benefits One provides Broker Services requiring an insurance producer license only where it and the individuals performing those services are appropriately licensed. Availability of particular carriers, policies and Broker Services may vary by jurisdiction.

1.4 Insurance Information

Niural Benefits One may provide recommendations, comparisons, estimates or other information concerning insurance policies or benefit plans based on information provided by Customer and other available information, and such information may be generated or assisted by Benefits AI Tools. Quoted rates are estimates unless confirmed by the applicable Benefits Provider, and all coverage is subject to applicable underwriting, eligibility and carrier requirements. Customer remains responsible for evaluating available options and making coverage decisions within its control.

Information, recommendations or other outputs generated or assisted by Benefits AI Tools are provided for informational purposes and may contain errors, omissions or incomplete information. They do not constitute a binding coverage determination, guarantee of benefits or substitute for review by an appropriately licensed insurance professional where required. If information provided by Niural Benefits One or through Benefits AI Tools conflicts with an applicable policy, certificate, plan document or other governing document, the governing document controls. Niural Benefits One does not provide legal, tax or accounting advice through the Broker Services.

1.5 Role of Niural Benefits One

Niural Benefits One acts in its capacity as a licensed insurance producer when providing Broker Services. It is not an insurance carrier and does not underwrite or issue insurance policies, guarantee coverage or benefits, or make claims determinations assigned to a Benefits Provider. Niural Benefits One does not become a plan sponsor, plan administrator, named fiduciary or claims fiduciary solely by providing Broker Services, except to the extent applicable law provides otherwise based on the functions actually performed. Nothing in these Broker Additional Terms limits or modifies obligations separately undertaken by Niural PEO One or another Niural affiliate under an applicable PEO Agreement, plan document, other written agreement or applicable law.

2. Customer Responsibilities

Customer is responsible for providing accurate, complete and timely information within its control, including information relating to eligibility, enrollment, status changes and qualifying events. Niural Benefits One may rely on information provided by Customer, its employees and authorized representatives and has no independent obligation to verify that information unless expressly agreed otherwise in writing or required by applicable law. Niural Benefits One is not responsible for losses or coverage issues to the extent caused by inaccurate, incomplete or untimely information provided by Customer, its employees or authorized representatives.

Customer must promptly review enrollment confirmations, invoices, carrier notices and other benefits communications and promptly notify Niural Benefits One of any known error, omission or discrepancy. Niural Benefits One is not responsible for losses to the extent caused by Customer’s failure to timely review such materials or report an issue. Customer remains responsible for amounts it is required to pay under any applicable PEO Agreement, policy or plan document, the Customer Terms or other governing agreement. Niural Benefits One does not insure or fund benefits or pay claims. Responsibilities under ERISA, COBRA, the Internal Revenue Code and other applicable laws are governed by applicable law and, where applicable, the PEO Agreement, other applicable agreement and applicable plan documents.

2.1 Protected Health Information

To the extent Niural Benefits One acts as a business associate of a group health plan, any applicable business associate agreement governs its use and disclosure of protected health information.

2.2 Benefits AI Tools

Customer acknowledges that Benefits AI Tools may be used in connection with the Broker Services and that outputs generated or assisted by such tools may require review or validation before reliance. Customer will not represent that any output of the Benefits AI Tools constitutes a final coverage determination, binding insurance recommendation or guarantee of coverage or benefits. Customer is responsible for using the Benefits AI Tools and any resulting outputs in compliance with applicable law and for providing any disclosures to its employees or other users that are required by applicable law, and will not use, or permit others to use, the Benefits AI Tools in a manner that would require Niural Benefits One or another Niural affiliate to obtain a professional license or authorization it does not hold. To the fullest extent permitted by law, Customer is responsible for decisions made by Customer, its employees or authorized representatives based on Benefits AI Tools outputs, except to the extent a loss results directly from Niural Benefits One’s breach of an express obligation under these Broker Additional Terms.

3. Relationship to PEO and ASO Services

Broker Services provided by Niural Benefits One are legally distinct from PEO, ASO and other services provided by Niural or its affiliates. Customer’s receipt of PEO, ASO or other Niural services is not conditioned on purchasing insurance through Niural Benefits One, and participation in coverage sponsored or arranged as part of those services is governed by the applicable service agreement and plan documents. Where applicable, the policy or plan document controls with respect to coverage and benefits; the applicable service agreement controls with respect to the PEO, ASO or other Niural services; and these Broker Additional Terms control with respect to the Broker Services.

4. Broker Compensation

Niural Benefits One may receive commissions or other direct or indirect compensation from Benefits Providers or other third parties in connection with the Broker Services, and compensation may vary by carrier, product or arrangement. Where required by applicable law, Niural Benefits One will provide the appropriate plan fiduciary with a separate disclosure regarding applicable direct or indirect compensation within the time required by law. Customer authorizes Niural Benefits One to receive such compensation, subject to applicable law.

5. No Guarantee of Coverage

Nothing provided through the Broker Services guarantees that Customer or any individual will qualify for, obtain or retain any particular insurance coverage or benefit. Benefits Providers retain authority over matters assigned to them under the applicable policy or governing documents, including underwriting, final rates, coverage and claims determinations.

6. Limitation of Liability

The indemnities, limitations of liability, disclaimers and other protections incorporated from the Customer Terms apply to Niural Benefits One and the Broker Services, subject to the applicable liability cap provisions set forth above. To the fullest extent permitted by law, Niural Benefits One is not responsible for:

(a) acts or omissions of unaffiliated Benefits Providers;

(b) underwriting, eligibility, coverage or claims determinations made by Benefits Providers;

(c) changes to premiums, products, provider networks or policy terms made by Benefits Providers;

(d) losses to the extent caused by inaccurate, incomplete or untimely information provided by Customer or its representatives or Customer’s failure to timely review or report errors or discrepancies; or

(e) decisions or actions taken by Customer, its employees or other third parties in reliance on Benefits AI Tools outputs without appropriate review, including where such outputs contain inaccuracies, errors or omissions.

7. Termination

Niural Benefits One may cease providing Broker Services if: (a) where the Broker Services are provided in connection with PEO, ASO or other Niural services, Customer no longer receives the applicable services and the Broker Services depend on that relationship; (b) Customer fails to maintain a designation or authorization required under Section 1.2; (c) the applicable carrier, policy or benefit arrangement terminates or changes in a manner that prevents or materially affects Niural Benefits One’s ability to provide the applicable Broker Services; or (d) Niural Benefits One can no longer lawfully provide the applicable Broker Services.

Where practicable, Niural Benefits One will provide reasonable notice before ceasing Broker Services and will reasonably cooperate regarding pending enrollment matters and transition to another broker or provider. Customer remains responsible for providing information and cooperation reasonably necessary for that transition. Termination does not affect rights or obligations accrued before termination, including payment obligations and any right to commissions or other compensation under applicable carrier or other arrangements. Termination of Broker Services does not, by itself, terminate any PEO, ASO or other Niural services, and termination of those services does not, by itself, terminate any standalone Broker Services that Niural Benefits One agrees to continue providing.

8. Survival

Sections 1.4, 1.5, 2, 4, 5, 6, 7 and 8, together with any provisions of the Customer Terms or other applicable agreement that by their nature should survive, will survive termination of the Broker Services.

Niural Benefits One LLC (NPN 20831516)