2015-562-E HR - Selerix Systems, Inc. for ACA Subscription Agreement

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DocuSign Envelope ID:OEOA76BA-2BO7-4AD5-99B1-F7542931DD8A ACA Subscription Agreement This ACA Subscription Agreement ("Agreement") is made by and between: Selerix Systems, Inc., a Delaware Corporation, with its principal place of business located at 2851 Craig Drive, Suite 300, McKinney, TX 75070 (hereinafter referred to as "SELERIX") and Orange County, North Carolina, a Governement Entity, with its principal place of business located at 200 South Cameron Street, Hillsborough, NC 27278 (hereinafter referred to as "SUBSCRIBER") as of January 1, 2015 ("Effective Date") WHEREAS, SELERIX, as Licensor, has granted licenses in its Benefits-Selection software system and associated documentation (the "Licensed Product")to licensees ("Licensees")through SELERIX's execution of one or more software licensing agreements, as the same may be amended from time to time (each, a "License Agreement", and collectively, the "License Agreements"); WHEREAS, SUBSCRIBER is an authorized user of the Licensed Product under a License Agreement that a third-party has with SELERIX; WHEREAS, SUBSCRIBER has requested that SELERIX provide to SUBSCRIBER a certain add on plug- in described in this Agreement (the "ACA Reporting Module"), which can be used in conjunction with the Licensed Product, but such ACA Reporting Module is not included in and is outside the scope of the applicable License Agreement under which SUBSCRIBER is authorized to use the Licensed Product; WHEREAS, SELERIX is willing to provide the ACA Reporting Module to SUBSCRIBER, and SUBSCRIBER is willing to accept the ACA Reporting Module from SELERIX, on the terms and conditions described in this Agreement; NOW THEREFORE, the parties further agree to the following: 1. ACA Reporting Module (a) Purposes. SUBSCRIBER represents that SUBSCRIBER is an authorized user under a current, valid, and existing License Agreement. SUBSCRIBER ACKNOWLEDGES THAT THIS AGREEMENT DOES NOT GRANT A LICENSE TO THE LICENSED PRODUCT. This Agreement, however, does permit the use of the ACA Reporting Module as described herein. SUBSCRIBER plans to utilize the ACA Reporting Module for the following purposes (the "Purposes"): • Facilitate SUBSCRIBER's regular tracking of benefits eligibility status of its employees as defined by SUBSCRIBER for becoming eligible for medical coverage; tracking includes those becoming eligible and those ceasing to be eligible for medical coverage as defined by the federal Affordable Care Act ("ACA") law and regulations. • Facilitate SUBSCRIBER's uploading of its employees' hours worked into the Licensed Product's system, which SUBSCRIBER acknowledges is SUBSCRIBER's responsibility to upload and not SELERIX's responsibility. • When the appropriate data is uploaded by SUBSCRIBER and when scheduled by SUBSCRIBER, production of IRS forms 1094B, 1094C, 1095B and 1095C for SUBSCRIBER's individual employees and employer level filings. (b) ACA Tracking Capability. The ACA Reporting Module will provide the following ACA tracking capability and reporting to SUBSCRIBER: ACA REPORTING MODULE USER AGREEMENT