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

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DocuSign Envelope ID:OEOA76BA-2BO7-4AD5-99B1-F7542931DD8A ❑ Hotline Services and Review and Form Filing Services (these two services are bundled together for an employer of 500 employees or less): $2,100/year; $175/month OR Pricing for employers with more than 500 employees: ❑ Hotline Services -- $3,850/year; $329.84/month ❑x Review and Form Filing Services -- $3,600/year; $300/month A separate NavigateHCR Agreement provided by NavigateHCR must be executed by SUBSCRIBER in order for SUBSCRIBER to be provided the "Enhanced Services" SELERIX makes no representations or warranties concerning the additional services provided by NavigateHCR. (b) Fees for Additional Services. SELERIX will also provide technical support for the ACA Reporting Module at the rate of$150 per hour. (c) Payment Terms. SUBSCRIBER agrees to pay the fees set forth above. Invoices will be sent on a quarterly basis in advance for all components above which are provided by SELERIX. Payments are due upon receipt of the invoice and delinquent on the 30th day after the date of the invoice. SUBSCRIBER acknowledges that, due to ACA's annual reporting requirements, the services provided to SUBSCRIBER under this Agreement are services that are of benefit to SUBSCRIBER and its clients during the entire calendar year in which such services are rendered, including retroactively to the beginning of such calendar year, even if such services are not commenced at the beginning of the calendar year. SUBSCRIBER acknowledges that the total effort required to render the services to SUBSCRIBER over a partial calendar year(if this Agreement does not commence at the beginning of the calendar year) are generally equivalent to the total effort required to render the services to SUBSCRIBER over an entire calendar year. Accordingly, notwithstanding the foregoing provisions of this Section 7 or anything to the contrary in this Agreement, SUBSCRIBER agrees to pay, and SELERIX will invoice SUBSCRIBER for, an entire calendar year's worth of the foregoing fees by the end of each calendar year regardless of the date on which this Agreement commences. For example, if SUBSCRIBER and SELERIX execute this Agreement on September 30th of any calendar year requiring SELERIX to render its ACA Reporting Module services over the remainder of such calendar year to a group of 100 employees, then for such group, SELERIX will bill, and SUBSCRIBER will pay, for an entire calendar year's worth of fees during the last quarter of such calendar year and such last quarter's bill will be $1,500 (representing 12 months multiplied by the monthly minimum of$125 for the ACA Reporting Module). As an additional example, if SUBSCRIBER executes this Agreement on June 15th, SELERIX will bill, and SUBSCRIBER will pay, for an entire calendar year's worth of fees divided into two quarterly installments, one such installment being billed on the commencement of the 3rd quarter of such calendar year, and the second installment being billed on the commencement of the 4th quarter of such calendar year. Any amount not paid when due shall thereafter bear interest until paid at a rate equal to the lesser of one and one half percent(1'h%) per month or the maximum rate allowed by applicable law. 8. Limited Warranty SELERIX warrants that it has all requisite corporate power, financial capacity, and authority to execute, deliver, and perform its obligations under this Agreement. Except for the foregoing express warranty, SELERIX does not make, and hereby disclaims, any and all other express or implied warranties. 9. Limitation of Liability Under no circumstances will SELERIX or its related persons be liable to SUBSCRIBER or SUBSCRIBER's clients for any consequential, indirect, special, punitive, or incidental damages or lost profits, whether foreseeable or unforeseeable, whether or not arising out of breach or failure of express or implied warranty, breach of contract, misrepresentation, negligence, strict liability in tort or otherwise, based on SUBSCRIBER's claims, including, but not limited to claims for: • use of the ACA Reporting Module or any services provided hereunder, ACA SUBSCRIPTION AGREEMENT—EMPLOYER AUTHORIZED USER PAGE 5