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<br />PLANSOURCE SERVICES AGREEMENT
<br />Last updated on January 26, 2026
<br />THIS PLANSOURCE SERVICES AGREEMENT IS ENTERED INTO BETWEEN YOU (THE ENTITY THAT IS A PARTY TO THIS
<br />AGREEMENT) AND PLANSOURCE BENEFITS ADMINISTRATION, INC. (“PLANSOURCE”) AND GOVERNS YOUR ACCESS
<br />TO, USE OF, AND RECEIPT OF PLANSOURCE’S SERVICES (DEFINED BELOW) AND IS EFFECTIVE AS OF THE DATE OF
<br />YOUR ACCEPTANCE (“EFFECTIVE DATE”).
<br />BY (1) INDICATING YOUR ACCEPTANCE OF THIS AGREEMENT, (2) EXECUTING AN ORDER FORM, OR (3) USING,
<br />ACCESSING, OR RECEIVING THE SERVICES ("ACCEPTANCE"), YOU ACCEPT THIS AGREEMENT AND ACKNOWLEDGE
<br />THAT YOU HAVE READ, UNDERSTAND, AND WILL COMPLY WITH THE SAME. IF YOU DO NOT ACCEPT THIS
<br />AGREEMENT, THEN YOU MUST NOT ACCESS, USE, OR RECEIVE THE SERVICES. AN INDIVIDUAL ACCEPTING THIS
<br />AGREEMENT ON BEHALF OF AN ENTITY REPRESENTS THAT S/HE HAS THE AUTHORITY TO BIND SUCH ENTITY TO THIS
<br />AGREEMENT AND IS AT LEAST 18 YEARS OF AGE.
<br />1.DEFINITIONS.
<br />Affiliate means an entity controlled by, under common control with, or controlling such entity, where control is
<br />denoted by having fifty percent (50%) or more of the voting power (or equivalent) of the applicable entity. Subject
<br />to the terms and conditions of this Agreement, your Affiliates may use the Services provided hereunder, and you are
<br />responsible for their compliance with this Agreement.
<br />Agreement means PlanSource Services Agreement, Product-Specific Terms (as relevant), the Order Form, the Scope
<br />of Services (as relevant), and any agreement incorporated herein by reference.
<br />API means the application programming interface(s) provided by PlanSource that permits you to access the
<br />Subscription Services, if available.
<br />Authorized User means an individual authorized by you to use the Subscription Services. You are responsible for the
<br />acts and omissions of Authorized Users and any other person who accesses and uses the Subscription Services using
<br />your or an Authorized Users’ access credentials.
<br />Benefits Services means benefits services, such as implementation, benefits administration services, and benefits
<br />management, as outlined in the relevant Scope of Services, which is incorporated herein by reference.
<br />Confidential Information means all non-public information disclosed by a party (“Disclosing Party”) under this
<br />Agreement to the other party (“Receiving Party”), whether orally or in writing, that is designated as “confidential”
<br />at the time of disclosure or that reasonably should be understood to be confidential given the nature of the
<br />information and/or the circumstances of disclosure, including, without limitation: the existence of the Agreement
<br />between the parties, the terms and conditions of the Agreement (including pricing), bu siness and marketing plans,
<br />technology and technical information, products and product plans , designs, and roadmaps (including features,
<br />functionality and PlanSource content), and business processes, trade secrets, financial data, and know-how.
<br />End User means, if you are an employer group, your employees , former employees, or other participant(s).
<br />End User Data means information and data provided from you , your Authorized User, or End User to PlanSource in
<br />the course of accessing or using the Subscription Services.
<br />Malicious Code means malicious code, Trojan horses, malware, spam, viruses, or other destructive technology.
<br />Order Form means an order form or document issued by PlanSource that specifies the Services to be provided
<br />hereunder along with pricing and other related information.
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