Product Specific Terms

1.1 As part of the NetBenefits services,  Netchex will perform the following administrative functions:  

(a) Initial Setup: (i) Review of Client’s completed benefit plan detail setup form; (ii) Review and build Client’s benefit plans in the NetBenefits management tool based on the Client’s input on the benefit plan detail setup form; and (iii) Schedule Client’s benefit analysis call.  

(b) Training: (i) Demonstrate to Client’s Admins the process of inputting employee benefit deductions to each benefit plan that employee has elected; (ii) Demonstrate to Client’s Admins how to generate and review anticipated billing report to confirm employee benefit assignments are correct; (iii) Demonstrate to Client’s Admins how to process new hire benefit elections; (iv) Demonstrate to Client’s Admins how to process administrative benefit changes; and (v) Provide training to Client’s Admins on ACA reporting Form 1094 and Form 1095 set up. 

(c) Ongoing services: (i) Provide support, when requested, to Client’s Admins on reporting the aggregate cost of benefits to Box 12DD of the W2 for amounts in NetBenefits management tool; (ii) Assist Client in preparation of employer ACA reporting via Forms 1094 and 1095, for distribution to employees and the Internal Revenue Service.

(d) Reporting : (i) Hours worked aggregation and reporting for Client’s ACA applicable large employer report; (ii) Hours tracked and averaged for ACA full-time equivalency status of part-time/variable hour employees; and (iii) Client’s ACA automation of measurement periods. 

1.2 The NetBenefits services specifically exclude:  

(a) Determination of whether Client is subject to penalties under the ACA, including the “shared responsibility” employer penalties under 26 U.S. Code § 4980H(a) or (b) (i.e., penalties for not offering group health insurance or offering group health insurance that is not affordable or does not represent minimum value), reporting or paying such penalties, and legal and tax advice regarding compliance with the ACA. 

(b) Reviewing Client’s information, accounting, and other systems to ensure such information is accurate and systems are properly tracking all necessary data to enable Netchex to automate data processing or otherwise provide the NetBenefits Services. 

(c) Making plan eligibility determinations, pre-tax or post-tax deduction determinations, and interpretation of Client’s benefit plan provisions. (Netchex will rely on Client’s representations regarding minimum hours requirements of Client’s health plan.) 

(d) Functioning as a plan administrator of any Client benefit plan or exercising any discretionary authority that could result in Netchex functioning as a fiduciary under any such plan. 

(e) Collecting and remitting premium payments to benefits carriers.  

1.3 In order for Netchex to provide the NetBenefits services,  Client will perform the following administrative functions:  

(a) Initial Client Setup includes: (i) Provide a list of all employees who will need access to the NetBenefits management tool for training and processing purposes; (ii) Attend training on NetBenefits topics ; (iii) Accurately complete implementation documents with all necessary information, including  dependent information; (iv) Review benefit plan setup items, including confirming eligibility criteria, coverage levels, monthly premium amounts, payroll deduction frequency, and payroll deduction amounts; (v) Add employees’ benefit deductions to each benefit plan that employees have elected; (vi) Generate and review anticipated billing report to confirm employee benefit assignments are correct; (vii) Confirm ACA measurement, administrative and stability periods and import hours per check and other information needed to produce Forms 1094 and 1095 for the applicable year (if NetBenefits start date is other than January 1); and (viii) manage the administration of benefits and payment of benefits premiums to carriers.   

(b) Ongoing Client cooperation, including each of the following: (i) record the newly hired employees’ benefit plan elections and status (full-time, part-time, or seasonal) in the Netchex application; (ii) process administrative benefit changes (e.g. process any qualifying life event outside of open enrollment); (iii) Upon annual plan renewal, make any premium changes within the NetBenefits management tool; (iv) in the event of a carrier change, coordinate plan changes through the NetBenefits management tool; (v) in the event of an ACA measurement period change, update period in the ACA portal; (vi) periodic review of reporting available by the NetBenefits management tool to check for accuracy, updates, and access permissions. 

(c) Client may engage Third Party Services to manage one or more of the foregoing functions, and in such case, Client may submit a Broker Access Form to authorize Netchex to provide such Third Party Services with access to Client’s Netchex account.

1.4 Client hereby authorizes Netchex to: (a) share and collect Client Data to and from Third Party Services and their partners, including benefits carrier(s), third party administrators, benefits brokers, and 401(k) providers; and (b) provide access to NetBenefits to Third Party Services ordered by Client, such as Client’s benefits brokers and administrators. 

1.5 As between Client and Netchex, Client has full and sole responsibility for its benefits determination and coverage.   Under no circumstances will Netchex be responsible for any tax, penalty, interest or other liability imposed on Client or an employee of Client pursuant to the “shared responsibility” provisions of Internal Revenue Code Section 4980H(a) or (b) or Section 5000A.  Netchex is not an insurer with regard to the performance of the Services. The disclaimer of warranties and the limitation of liability in the Agreement reflect the risks assumed by the Parties in order for Client to use  NetBenefits for the specified fees. 

3.1  In providing the NetCOBRA services, Netchex will perform the following administrative and clerical functions: 

(a) Initially train Client on the NetCOBRA procedures, including but not limited to properly entering terminations into Netchex application and recording qualifying events.  

(b) Sending required COBRA notices to qualified beneficiaries, generally within fourteen (14) business days of Client’s notifying Netchex of a qualifying event. 

(c) Communicating with qualified beneficiaries regarding COBRA coverage, via such means as Client designates (which may include electronic communications, provided Client represents that it satisfies all applicable U.S. Treasury and Department of Labor requirements in order tosend electronic communications).  

(d) Billing and collecting premiums from qualified beneficiaries at a rate of 102% of Client’s applicable premium, as communicated from Client to Netchex on an annual basis.  

(e) Reporting premium payments to Client and remitting premiums received to Client at 100% of applicable premium (assuming plan participants pay the full 102% premium – if less than 102% is paid by a COBRA participant, Netchex will retain 2% of the premium and remit the balance to Client).  

(f) Communicating with COBRA participants who make partial payments of less than 102% of the applicable premium and notifying participants once any applicable grace period has expired.  

(g) Making qualified beneficiary enrollment information available to and accessible by Client. 

(h) Making qualified beneficiary COBRA information terminations available to and accessible by Client.  

(i) Reporting qualified beneficiary COBRA elections and COBRA terminations to insurance carriers.  

(j) Notifying qualified beneficiaries and their dependents of COBRA alternatives (e.g. healthcare market); this does NOT include changes made during open enrollment. 

(k) Updating qualifying event notices to comply with regulatory changes.  

(l) Initial COBRA notices provided to new employees and enrollees.

3.2   Netchex further agrees to account for collected premiums by: (a) placing collected premiums in Netchex premium account; (b) providing Client with a mid-month report detailing premiums collected during the month prior; and (c) forwarding to Client a check drawn on Netchex’spremium account or by wire transfer for all net premiums collected during the preceding premium reporting month. 

3.3  NetCOBRA services specifically exclude: (a) amending and republishing the Client’s benefit documents, summary plan descriptions, or booklets; (b) notification to insurance carriers of termination of employment or changes in hours worked by qualified beneficiaries; (c) plan eligibility determinations and interpretation of Client benefit plan provisions and sending open enrollment benefit plan documentation; (d) functioning as a plan administrator of any Client benefit plan or exercising any discretionary authority that could result in Netchexfunctioning as a fiduciary under any such plan; (e) support or administration of FSA plans, HSA plans, and state continuation of benefits; and (f) legal, compliance, or tax advice, including advice regarding compliance with ACA or any penalties imposed under the employer “shared responsibility” mandate of the ACA.  Netchex is not an advisor, and Client acknowledges that all information provided by Netchex in the provision of NetCOBRA services or related trainings shall in no way be deemed or interpreted as legal, compliance, or tax advice. 

3.4 In order to enable the NetCOBRA services, Client will perform the following functions: (a) Comply with COBRA requirements regarding complete and timely notice to Netchex of qualifying events by use of Netchex NetCOBRA procedures; (b) refine, reformat, or otherwise revise Client Data in such manner as may reasonably be required in order for Netchex to carry out its responsibilities under this Agreement; (c) provide accurate and complete information via forms and documentation reasonably required by Netchex in order to provide the NetCOBRA services outlined in this agreement; (d) communicate “invisible events” such as death or divorce of an employee, adoption or birth of a child, or disability of an employee to Client’s insurer and Netchex; and (e) retain its own professional advisors to check its compliance with COBRA. 

3.5 The fees for NetCOBRA services set forth in the Fee Proposal are in addition to Netchex’s retention of the two percent (2%) of premiums administration fee paid by enrollees. Client agrees to assign to Netchex any benefits that may be derived from the holding of premiums received by Netchex from COBRA enrollees prior to the time such premiums are remitted to Client. 

3.6 Netchex shall not be responsible for any COBRA penalties imposed on Client that result from Client’s failure to timely notify Netchex of any qualifying event or Client’s failure to comply with its obligation to convey accurate and complete information to Netchex. Client undertakes ultimate responsibility for COBRA compliance.  Neither Netchex nor any of its affiliates or Third Party Service can accept COBRA liability on employer’s behalf. Client cannot transfer its liabilities related to COBRA by outsourcing COBRA responsibilities. Netchex is not an insurer with regard to the performance of the services. The disclaimer of warranties and the limitation of liability in this Agreement reflect the risks assumed by the Parties in order for Users to obtain the rights to use the services for the specified fees. 

4.1  Definitions related to Carrier Solutions: 

“Carrier Solutions Services” means the the EDI Service and related set-up and integration services.  

“Contractor” means the Third Party Service providing the Carrier Solution Services, such as OneKonnect, LLC.        

“EDI Service” means an automated enrollment data feed through an electronic data interchange (“EDI”) from Netchex   through the Contractor and to Client’s benefits carriers. 

4.2  Fees. If Client changes carrier(s) or requires additional carrier connection(s) during or after initial implementation, Client will be assessed additional carrier connection set-up fee(s).  If Client changes benefits plans or carriers or makes any other change such that it no longer qualifies for some or all of the Carrier Solutions Services, or if Client cancels Carrier Solutions Services or terminates the Master Service Agreement, Client shall pay Netchex the full amount of the Carrier Solutions monthly fees due and payable for the remainder of the Service Term. 

4.3 Client Cooperation. Client will cooperate with Netchex to ensure the proper testing, implementation, and maintenance of all Carrier Solutions Services ordered by Client. Client agrees to provide Netchex with complete, accurate, and up-to-date information required or helpful to test and render the Carrier Solutions Services, and Client grants Netchex an unlimited, sub-licensable license to such information. Client acknowledges that Netchex and Contractor will use, and rely on, such information. Client hereby authorizes Netchex to provide Client Data to Contractor, including through the EDI Service.  Client will promptly notify Netchex if it intends to add, delete, amend, modify, or alter benefits plans or other information relevant to the Carrier Solutions Services. Client’s failure to provide complete, accurate, and up-to-date information, or any requested information, or notice of changes to any of the foregoing information, in a timely manner, may delay or disrupt the provision of the Carrier Solutions Services to Client. 

4.4 Qualifying Plans and Carriers. Client acknowledges that not all benefits plans or carriers qualify for some or all of the Carrier Solutions Services. Information about such qualifications is available upon request. 

4.5 EDI Service. Production files to benefit carriers through the EDI Service will not be made more than one per week. 

4.6 Contractor. Contractor is a Third Party Service that has responsibility for rendering the Carrier Solutions Services to and for Client. Access and use of Contractor’s websites or applications is subject to any applicable Contractor terms of use and required Client consents to receive Carrier Solutions Services. Client shall safeguard any login credentials for Contractor’s websites or applications.  

7.1. The terms of this Section 7 ((“Earned Wage Access Powered by Rain”) referenced in this part as “this Section”) apply to Client’s use of Earned Wage Access powered by Rain, a Third Party Service provided by  Rain Technologies Inc. a Delaware corporation (“Rain”), acting for itself and for the Affiliate of Rain (the “Designated Affiliate,” as defined below), as the case may be. Unless the context otherwise requires, each of Rain and the Designated Affiliate is referred to as “Rain.”  By using the earned wage access services provided by Rain and through Rain’s provision of earned wage payments to employees of Client, in each case as further set out below, Client agrees to the terms of this Section. 

7.2 EWA Services Enrollment and Services Description. The Earned Wage Access Services powered by Rain (the “EWA Services powered by Rain”) is an integrated solution that enables Client’s employees and users to access a portion of their then-earned wages early through Netchex Services, subject to user agreement with, and underwriting from, Rain or the Designated Affiliate, as the case may be.  

7.3 Netchex Acting as Limited Agent and Service Provider for Rain. By using, opting-in, or agreeing to  the EWA Services powered by Rain, (i) Client agrees to receive the EWA Services powered by Rain, facilitated by Netchex and subject to Rain’s underwriting processes ; (ii) Client and any user of EWA Services expressly agrees and acknowledges that by accepting these terms through Netchex, authorized to act as limited agent of Rain to administer the agreement of this Section 7, Client is entering into a direct contractual relationship with Rain for provision of EWA Services ; and (iii) Client agrees that Client and its employees will receive marketing and transaction communications from Rain. Access to Rain’s portal, website, or mobile application will be subject to Rain’s then-current terms of use.  When Client’s employee(s) request access to their earned wages in Rain Mobile App to receive earned pay before the next regularly scheduled payday, Rain agrees to make payment of such earned wages to employee(s) in exchange for the employee’s grant, assignment and transfer to Rain of all rights that the employee holds for the earned wages. Thereafter, Rain is the owner of all rights in and to the amount of wages paid by Rain to the employee(s). Accordingly, Client is ultimately obligated to make payment to Rain all amounts required to satisfy the rights granted to Rain in and to earned wages granted by Client employee(s). For the avoidance of doubt, any amount owed by Client to Rain to satisfy Rain’s granted rights shall never exceed the amount originally owed by Client to such Client employee. 

7.4 Netchex Charges to Client’s Account. Client agrees that by accepting the EWA Services powered by Rain that it shall be obligated to make payments to Rain, or to the Designated Affiliate, as the case may be, for the full value of the intangible rights to the earned wages, which rights are obtained by Rain from the employee-user in exchange for receiving from Rain the earned wage payment; and Netchex, acting in the capacity of servicer to Rain, will facilitate Client’s payment of the Earned Wage Payment Fee. Netchex, acting as the servicer to Rain for the purpose of facilitating Client’s payments to Rain, will charge Client’s Funding Account the amount equivalent to Client’s employee(s) early wage payment including applicable taxes (the “Earned Wage Payment(s)”). Earned Wage Payment(s) will be identified as a separate line item on Client’s regular monthly invoice. CLIENT HEREBY AUTHORIZES NETCHEX TO COLLECT THE EARNED WAGE PAYMENT FEE AND ANY TAXES FROM THE ACCOUNT DESIGNATED IN CLIENT’S FUNDING AUTHORIZATION AGREEMENT (“FUNDING ACCOUNT”). Such payment shall be processed on the next regularly scheduled payday of Client.  

CLIENT ACKNOWLEDGES AND AGREES THAT NETCHEX WILL CONTINUE TO PROVIDE CLIENTS’ EMPLOYEE(S) ACCESS TO THE EWA SERVICES AND ANY RESULTING EARNED WAGE PAYMENTS WILL CONTINUE TO BE DEDUCTED FROM CLIENT’S FUNDING ACCOUNT UNLESS AND UNTIL CLIENT REVOKES ITS AGREEMENT TO RECEIVE THE EWA SERVICES [by opting out through the Client Portal]. 

7.5 Netchex Provision of Client Data to Rain. In order to facilitate Rain’s underwriting and provision of EWA Services, Client authorizes Netchex to collect, transfer, and provide to Rain and its affiliates certain necessary Client Data that includes (i) payroll data relating to Client’s employee(s)’ earnings (“Payroll Data”) controlled directly or indirectly by Client (regardless of Client’s relationship to such employee(s)), (ii) timekeeping data, or similar data, relating to the dates or times of Client’s employee(s)’ work (“Timekeeping Data”), and (iii) within the class of data defined in clause (i) or clause (ii), includes (A) Personally Identifiable Information about Client’s employee(s) who are or were eligible for EWA Services or (B) aggregate data derived from any Personally Identifiable Information (as defined below) about two or more Client employee(s) eligible for EWA Services (collectively, “Employee-Employer Data”). As used herein, Personally Identifiable Information means information about Client’s employee(s) that Netchex collects directly or indirectly from the Client in connection with Client’s employee(s) use of the EWA Services. 

To facilitate the above transfer and provision of Employee-Employer Data, Client hereby grants to Netchex, and to Rain, through Netchex, acting as limited agent for Rain, now and in the future, a nonexclusive, transferable, sublicensable, perpetual, irrevocable, worldwide, royalty-free and fully paid-up license to upload, synchronize, reproduce, distribute, display, host, modify and create derivative works of and otherwise use Employer-Employee Data for any legal purpose in connection with the EWA Services powered by Rain. Netchex, acting as limited agent for Rain, agrees that Rain shall comply (and ensure that its affiliates shall comply) with all laws applicable to its collection, use, processing, maintenance, or disclosure of Employer-Employee Data, including, without limitation, applicable financial, privacy, and data security laws. Netchex, as limited agent for Rain, agrees that Rain will not transmit, maintain, disclose, or store Employee-Employer Data outside of the United States of America. Subject to the foregoing, Client acknowledges and consents to the access of such Employer-Employee Data by Rain service providers located outside of the continental United States. Client acknowledges that Rain may process Client Data and Employee-Employer Data in accordance with Rain’s privacy policy, a current version of which is available on Rain’s website (at https://rainapp.com).   

7.6 Client Eligibility; Right to Suspend Access to Services. Netchex (and Rain, as principal) reserve the right to continually review and assess Client’s eligibility for participation in the EWA Services program. If Client fails to timely and fully fund Earned Wage Payments, Netchex may, in its sole discretion, (i) temporarily or permanently suspend the facilitation of EWA Services to Client, and, (ii) if the Earned Wage Payments remain unfunded following written notice to Client, cease the provision of payroll services to Client until Client satisfies its obligations to pay Rain the outstanding Earned Wage Payments.

7.7 Direct Enforcement; Assignment. By agreeing to use or opting in to the EWA Services powered by Rain, Client expressly agrees that Rain (or the Designated Affiliate), as Netchex’s principal and owner of all rights in and to rights assigned by Clients’ employees, may directly enforce these Terms against Client as a principal and/or third party beneficiary if required to obtain full and timely repayment of Earned Wage Payments. 

7.8 Designated Affiliate; Assignment.   By agreeing using or opting in to the EWA Services, Client expressly agrees that, except as otherwise provided in this Section 7.8: (i)  Client or Rain may not assign in whole or in part, including by operation of law, the party’s rights under this agreement without the prior written consent of the other party;  (ii) A party may assign this agreement to an acquirer of or successor to all or substantially all of the party’s business or assets, whether by merger, sale of assets, sale of stock, reorganization, or otherwise; (iii) Rain may from time to time assign any and all of its rights under this agreement to one or more of its financing sources as collateral security in support of any such financing; (iv) Rain may from time to time assign to any Rain Affiliate or to any third party, any and all payments obligations owed by Employer to Rain; and (v)  Rain may from time to time assign to the Designated Affiliate this Agreement, or any of Rain’s rights under this Agreement, so that the Designated Affiliate may perform one or more functions of the Services in accordance with applicable laws, provided, however, that assignment under this subsection (v) shall not take effect prior to 10 days after the date that Rain provides notice to Client of such assignment to the Designated Affiliate.  For the purposes of this agreement: the term “Rain Affiliate” means an entity which, directly or indirectly, owns or controls, is owned or is controlled by or is under common ownership or control with either party, as applicable. As used herein, “control” means the power to direct the management or affairs of an entity, and “ownership” means the beneficial ownership of 25% or more of the voting equity securities or other equivalent voting interests of the entity; and the “Designated Affiliate” means the Affiliate that is: (x) a wholly owned subsidiary of Rain and (y) designated by Rain to perform the one or more functions in connection with the provision of the Services, including any function necessary to satisfy regulatory requirements, (e.g., licensing or registration requirements) imposed under applicable law.   

9.1  Employee Recognition Program Details.  

(a) Funding. Clients using this Service will be required to allocate a specified dollar amount PEPM that will be billed monthly in addition to Client’s existing fees. Client will determine the amount to be contributed on a PEPM basis upon commencement of the Employee Recognition Program services. Thereafter, the amount to be contributed by Client on a PEPM basis may only be changed at the Term renewal. 

(b) Points Allocation and Ownership. Once Client has allocated the PEPM amounts to its employees, each Client employee will receive points to distribute to their peers for recognition purposes. Once points are allocated to an employee, the points belong solely to that employee. Points have no cash value and cannot be refunded. Further, points allocated to an employee are non-transferable and cannot be sold or bartered. Any points not redeemed by an employee upon leaving the Client company are forfeited by employee and cannot be redeemed after an employee’s departure. Once awarded to an employee, points will not revert to Client. 

(c) Redemption. Points distributed to employees can only be redeemed for items available in Netchex’s “store” at conversion values determined by Netchex, which may change at any time without prior notice. Netchex may add or remove items to the store at any time in its solediscretion. Minimum spend thresholds may apply for redeeming points at Netchex’s store, and Netchex may apply or change such thresholds at any time in its sole discretion. 

(d) Employee Opt-Out. Employees may choose to opt-out and not participate in the Employee Recognition Program at any time. Opting out will result in the employee’s forfeiture of any unredeemed points, and unredeemed points will not revert to Client’s account.

(e) Points Expiration. Points may have an expiration date, after which they will no longer be valid. Netchex will inform Client and its employees of applicable expiration dates in advance of expiration. 

(f) Client Responsibilities. Client is responsible for ensuring its employees are informed of and comply with the Employee Recognition Program rules and any changes to such rules. 

(g) Participation Reports. Netchex will provide regular reports to Client detailing the distribution and redemption of points and program participation by Client employees, which reports may include usage and other metrics as determined in Netchex’s discretion.  

(h) Netchex Communication and Support. Netchex will provide periodic communications to Client and its employees regarding the operation and benefits of the Employee Recognition Program. 

(i) Netchex Authority. Participation eligibility, point balances, point calculations, and all other determinations related to the Employee Recognition Program shall be made by Netchex in its sole discretion. 

9.2  Termination. Netchex may, in its discretion, terminate the Employee Recognition Program at any time and will set a date for all points to be redeemed in such an event. As to individual employee participation, Netchex may, in its discretion, terminate an individual employee’s participation in the Employee Recognition Program for misconduct or violation of program rules. 

9.3 Taxes. Netchex is not responsible for any tax implications for Client or employees resulting from the employee’s redemption of points. Client is responsible for any tax reporting and compliance related to the rewards received by its employees. Netchex will provide necessary information to assist with Client’s compliance but will not be responsible for tax-related issues. 

9.4 Fraud Prevention and Abuse. Netchex will implement measures to prevent fraud and abuse within the Employee Recognition Program. Any fraudulent activity or abuse of the Employee Recognition Program may result in the Client employee’s forfeiture of points and Client’s possible exclusion from the Employee Recognition Program.