Common use of Responsibility of the Purchaser Clause in Contracts

Responsibility of the Purchaser. The Purchaser shall have the sole and final discretionary authority in respect to all legal and administrative functions of any plan sponsored by the Purchaser relating to Subscription Services. A Purchaser who elects Subscription Services subject to HIPAA Privacy and Security also accepts the TASC HIPAA Privacy offering and acknowledges receipt of the HIPAA Business Associate Agreement signed by TASC. The Purchaser shall present to TASC, in an accurate, complete and timely manner, all relevant information as determined to be necessary by TASC to enable TASC to execute the Subscription Services in a standard TASC format or an alternative format agreed upon in writing by the Parties. TASC shall rely on the accuracy and timeliness of information provided by the Purchaser or the Purchaser’s agent. TASC has no responsibility to review or verify data provided. TASC is not responsible for detecting illegal acts by, and/or misrepresentations of, the Purchaser’s Employees or representatives. TASC shall have no liability, such as by way of example but not limited to any excise tax, for failure to provide, or for defects in providing, a service for which the Purchaser has not provided accurate, complete and timely data to TASC in an agreed upon format. TASC will have no liability for interruptions and/ or delays in the provision of Subscription Services caused either in whole or in part by the Purchaser’s failure to provide accurate, complete and timely data to TASC in an agreed upon format. The Purchaser shall do all things necessary and take all actions to comply with state and federal law applicable to the Subscription Services. The Purchaser shall promptly and thoroughly review the reports made available to the Purchaser by TASC, including but not limited to reports that are made available online, to ensure all information has been received by TASC and TASC has based the Subscription Services on accurate and complete information. These reports provide notice of essential items such as account balances and enrollment changes, where the Purchaser’s failure to review the reports and take timely corrective action can lead to ongoing losses. In the event any of the reports made available to the Purchaser contain any inaccurate or incomplete information, the Purchaser shall promptly, and in any event not more than thirty (30) days after TASC made the report available to the Purchaser, take all necessary actions to effectuate changes, such as account corrections and enrollment changes. It is the Purchaser’s responsibility to educate and inform Employees on the Subscription Services being provided, including the delivery of administration materials (where needed) as well as compliance documents (e.g., distribution of an applicable Summary Plan Description). The Purchaser shall ensure that Employees comply with all applicable Participant obligations relating to the Subscription Services. Subscription Services Subject to Change Subscription Services are subject to change, including but not limited to changes required by law, changes to software, and systems enhancements. The Purchaser acknowledges that TASC provides Subscription Services to several thousand clients and has a vested interest in consistency. Account Based Subscription Services With respect to any Subscription Services involving debit accounts of any type, including but not limited to debit cards, the Purchaser acknowledges and accepts sole responsibility for the payment of all debit account transactions. TASC may be able to assist the Purchaser in the recovery of such debit account transactions reported as fraudulent, provided that Employees comply with the terms outlined in the applicable Cardholder Agreement for the timely reporting of such fraudulent activity. The Purchaser acknowledges and accepts sole responsibility for fraudulent claims by Employees (and former employees of the Purchaser) regardless of whether by use of the debit card, debit account, submitted online, submitted by a medical provider, or manually submitted. TASC has the right to recoup any payment or overpayment made to an Employee in error, whether such erroneous payment was caused by fraud, acts of an unrelated third party, errors/omissions by the Employee, or errors/omissions of TASC or the Purchaser. TASC has the right to require a deposit or payment from the Purchaser or the Employee when the disbursement of funds creates or will create a negative account balance. Additional Purchaser Protection‌ Audit Guarantee TASC provides an Audit Guarantee as described in the Terms of Use. The Audit Guarantee provides defined and limited protections for Purchasers who comply with the terms applicable to the Subscription Services covered by the Audit Guarantee. The Audit Guarantee will not provide protection for any losses or penalties that are due to the Purchaser’s self-administration or use of third-party services, such as the use of third-party compliance services. The Audit Guarantee only covers losses or penalties that are due to the use of Subscription Services delivered by TASC. Compliance and Continuation Subscription Services Protection TASC provides up to an aggregate of one million dollars, ($1,000,000), of protection from liability incurred by the Purchaser as a result of TASC’s errors or omissions in connection with the provision of Compliance Subscription Services (including FMLA services) and Continuation Subscription Services. Money Back Guarantee If the Purchaser is not entirely satisfied with a Subscription Service, the Purchaser can return all Materials within thirty (30) days of the date that the Subscription Service was first provided to obtain a refund of the TASC Fees previously paid by the Purchaser for such Subscription Service, less a $250 nonrefundable minimum fee. TASC Provides Security When Subscription Services require TASC to create, receive, maintain, or transmit Protected Health Information (“PHI”), as defined by the Health Insurance Portability and Accountability Act of 1996, Public Law 104-191 (“HIPAA”), TASC will comply with HIPAA, the Health Information Technology for Economic and Clinical Health Act, Public Law 111-005 often referred to as the “HITECH Act”, regulations issued by the U.S. Department of Health and Human Services (“HHS”) (the “HIPAA Regulations”), and the terms of the TASC Business Associate Agreement. TASC will provide written assurances of this compliance by providing a HIPAA Business Associate Agreement, serving as the written assurances of TASC compliance required by HIPAA. The TASC Business Associate Agreement will use the latest HHS Model terms, in order to provide one compliant program to the Purchaser. TASC will maintain the Service Provider Validation from the PCI Security Standards Council for the duration of the Term, and will provide the Validation and Attestation Certificate to the Purchaser, without audit detail, upon request. TASC will meet federal and the applicable state standards for the confidential treatment of the Purchaser’s Confidential Information as defined below.

Responsibility of the Purchaser. The Purchaser shall have the sole and final discretionary authority in respect to all legal and administrative functions of any plan sponsored by the Purchaser relating to Subscription Services. A Purchaser who elects Subscription Services subject to HIPAA Privacy and Security also accepts the TASC HIPAA Privacy offering and acknowledges receipt of the HIPAA Business Associate Agreement signed by TASC. The Purchaser shall present to TASC, in an accurate, complete and timely manner, all relevant information as determined to be necessary by TASC to enable TASC to execute the Subscription Services in a standard TASC format or an alternative format agreed upon in writing by the Parties. TASC shall rely on the accuracy and timeliness of information provided by the Purchaser or the Purchaser’s agent. TASC has no responsibility to review or verify data provided. TASC is not responsible for detecting illegal acts by, and/or misrepresentations of, the Purchaser’s Employees or representatives. TASC shall have no liability, such as by way of example but not limited to any excise tax, for failure to provide, or for defects in providing, a service for which the Purchaser has not provided accurate, complete and timely data to TASC in an agreed upon format. TASC will have no liability for interruptions and/ or delays in the provision of Subscription Services caused either in whole or in part by the Purchaser’s failure to provide accurate, complete and timely data to TASC in an agreed upon format. The Purchaser shall do all things necessary and take all actions to comply with state and federal law applicable to the Subscription Services. The Purchaser shall promptly and thoroughly review the reports made available to the Purchaser by TASC, including but not limited to reports that are made available online, to ensure all information has been received by TASC and TASC has based the Subscription Services on accurate and complete information. These reports provide notice of essential items such as account balances and enrollment changes, where the Purchaser’s failure to review the reports and take timely corrective action can lead to ongoing losses. In the event any of the reports made available to the Purchaser contain any inaccurate or incomplete information, the Purchaser shall promptly, and in any event not more than thirty (30) days after TASC made the report available to the Purchaser, take all necessary actions to effectuate changes, such as account corrections and enrollment changes. It is the Purchaser’s responsibility to educate and inform Employees on the Subscription Services being provided, including the delivery of administration administra- tion materials (where needed) as well as compliance documents (e.g., distribution of an applicable Summary Plan Description). The Purchaser shall ensure that Employees comply with all applicable Participant obligations relating to the Subscription Services. Subscription Services Subject to Change Subscription Services are subject to change, including but not limited to changes required by law, changes to software, and systems enhancements. The Purchaser acknowledges that TASC provides Subscription Services to several thousand clients and has a vested interest in consistency. Account Based Subscription Services With respect to any Subscription Services involving debit accounts of any type, including but not limited to debit cards, the Purchaser acknowledges acknowl- edges and accepts sole responsibility for the payment of all debit account transactions. TASC may be able to assist the Purchaser in the recovery of such debit account transactions reported as fraudulent, provided that Employees comply with the terms outlined in the applicable Cardholder Agreement Agree- ment for the timely reporting of such fraudulent activity. The Purchaser acknowledges and accepts sole responsibility for fraudulent claims by Employees (and former employees of the Purchaser) regardless of whether by use of the debit card, debit account, submitted online, submitted by a medical provider, or manually submitted. TASC has the right to recoup any payment or overpayment made to an Employee in error, whether such erroneous payment was caused by fraud, acts of an unrelated third party, errors/omissions by the Employee, or errors/omissions of TASC or the Purchaser. TASC has the right to require a deposit or payment from the Purchaser or the Employee when the disbursement of funds creates or will create a negative nega- tive account balance. Additional Purchaser Protection‌ Protection Audit Guarantee TASC provides an Audit Guarantee as described in the Terms of Use. The Audit Guarantee provides defined and limited protections for Purchasers who comply with the terms applicable to the Subscription Services covered by the Audit Guarantee. The Audit Guarantee will not provide protection for any losses or penalties that are due to the Purchaser’s self-administration or use of third-party services, such as the use of third-party compliance services. The Audit Guarantee only covers losses or penalties that are due to the use of Subscription Services delivered by TASC. Compliance and Continuation Subscription Services Protection TASC provides up to an aggregate of one million dollars, ($1,000,000), of protection from liability incurred by the Purchaser as a result of TASC’s errors or omissions in connection with the provision of Compliance Subscription Services (including FMLA services) and Continuation Subscription Services. Money Back Guarantee If the Purchaser is not entirely satisfied with a Subscription Service, the Purchaser can return all Materials within thirty (30) days of the date that the Subscription Service was first provided to obtain a refund of the TASC Fees previously paid by the Purchaser for such Subscription Service, less a $250 nonrefundable minimum fee. TASC Provides Security When Subscription Services require TASC to create, receive, maintain, or transmit Protected Health Information (“PHI”), as defined by the Health Insurance Insur- ance Portability and Accountability Act of 1996, Public Law 104-191 (“HIPAA”), TASC will comply with HIPAA, the Health Information Technology for Economic and Clinical Health Act, Public Law 111-005 often referred to as the “HITECH Act”, regulations issued by the U.S. Department of Health and Human Services (“HHS”) (the “HIPAA Regulations”), and the terms of the TASC Business Associate Agreement. TASC will provide written assurances of this compliance by providing a HIPAA Business Associate Agreement, serving as the written assurances of TASC compliance required by HIPAA. The TASC Business Associate Agreement will use the latest HHS Model terms, in order to provide one compliant program to the Purchaser. TASC will maintain the Service Provider Validation from the PCI Security Standards Council for the duration of the Term, and will provide the Validation and Attestation Certificate to the Purchaser, without audit detail, upon request. TASC will meet federal and the applicable state standards for the confidential treatment of the Purchaser’s Confidential Information as defined below.

Responsibility of the Purchaser. The Purchaser shall have the sole and final discretionary authority in respect to all legal and administrative functions of any plan sponsored by the Purchaser relating to Subscription Services. A Purchaser who elects Subscription Services subject to HIPAA Privacy and Security also accepts the TASC HIPAA Privacy offering and acknowledges receipt of the HIPAA Business Associate Agreement signed by TASC. The Purchaser shall present to TASC, in an accurate, complete and timely manner, all relevant information as determined to be necessary by TASC to enable TASC to execute the Subscription Services in a standard TASC format or an alternative format agreed upon in writing by the Parties. TASC shall rely on the accuracy and timeliness of information provided by the Purchaser or the Purchaser’s agent. TASC has no responsibility to review or verify data provided. TASC is not responsible for detecting illegal acts by, and/or misrepresentations of, the Purchaser’s Employees or representatives. TASC shall have no liability, such as by way of example but not limited to any excise tax, for failure to provide, or for defects in providing, a service for which the Purchaser has not provided accurate, complete and timely data to TASC in an agreed upon format. TASC will have no liability for interruptions and/ or delays in the provision of Subscription Services caused either in whole or in part by the Purchaser’s failure to provide accurate, complete and timely data to TASC in an agreed upon format. The Purchaser shall do all things necessary and take all actions to comply with state and federal law applicable to the Subscription Services. The Purchaser shall promptly and thoroughly review the reports made available to the Purchaser by TASC, including but not limited to reports that are made available online, to ensure all information has been received by TASC and TASC has based the Subscription Services on accurate and complete information. These reports provide notice of essential items such as account balances and enrollment changes, where the Purchaser’s failure to review the reports and take timely corrective action can lead to ongoing losses. In the event any of the reports made available to the Purchaser contain any inaccurate or incomplete information, the Purchaser shall promptly, and in any event not more than thirty (30) days after TASC made the report available to the Purchaser, take all necessary actions to effectuate changes, such as account corrections and enrollment changes. It is the Purchaser’s responsibility to educate and inform Employees on the Subscription Services being provided, including the delivery of administration materials (where needed) as well as compliance documents (e.g., distribution of an applicable Summary Plan Description). The Purchaser shall ensure that Employees comply with all applicable Participant obligations relating to the Subscription Services. Subscription Services Subject to Change Subscription Services are subject to change, including but not limited to changes required by law, changes to software, and systems enhancements. The Purchaser acknowledges that TASC provides Subscription Services to several thousand clients and has a vested interest in consistency. This TASC USA and all documents incorporated herein are Confidential and can only be used by the Parties, their employees and representatives for their intended purpose. TC-6066-042118 Account Based Subscription Services With respect to any Subscription Services involving debit accounts of any type, including but not limited to debit cards, the Purchaser acknowledges and accepts sole responsibility for the payment of all debit account transactions. TASC may be able to assist the Purchaser in the recovery of such debit account transactions reported as fraudulent, provided that Employees comply with the terms outlined in the applicable Cardholder Agreement for the timely reporting of such fraudulent activity. The Purchaser acknowledges and accepts sole responsibility for fraudulent claims by Employees (and former employees of the Purchaser) regardless of whether by use of the debit card, debit account, submitted online, submitted by a medical provider, or manually submitted. TASC has the right to recoup any payment or overpayment made to an Employee in error, whether such erroneous payment was caused by fraud, acts of an unrelated third party, errors/omissions by the Employee, or errors/omissions of TASC or the Purchaser. TASC has the right to require a deposit or payment from the Purchaser or the Employee when the disbursement of funds creates or will create a negative account balance. Additional Purchaser Protection‌ Protection Audit Guarantee TASC provides an Audit Guarantee as described in the Terms of Use. The Audit Guarantee provides defined and limited protections for Purchasers who comply with the terms applicable to the Subscription Services covered by the Audit Guarantee. The Audit Guarantee will not provide protection for any losses or penalties that are due to the Purchaser’s self-administration or use of third-party services, such as the use of third-party compliance services. The Audit Guarantee only covers losses or penalties that are due to the use of Subscription Services delivered by TASC. Compliance and Continuation Subscription Services Protection TASC provides up to an aggregate of one million dollars, ($1,000,000), of protection from liability incurred by the Purchaser as a result of TASC’s errors or omissions in connection with the provision of Compliance Subscription Services (including FMLA services) and Continuation Subscription Services. Money Back Guarantee If the Purchaser is not entirely satisfied with a Subscription Service, the Purchaser can return all Materials within thirty (30) days of the date that the Subscription Service was first provided to obtain a refund of the TASC Fees previously paid by the Purchaser for such Subscription Service, less a $250 nonrefundable minimum fee. TASC Provides Security When Subscription Services require TASC to create, receive, maintain, or transmit Protected Health Information (“PHI”), as defined by the Health Insurance Portability and Accountability Act of 1996, Public Law 104-191 (“HIPAA”), TASC will comply with HIPAA, the Health Information Technology for Economic and Clinical Health Act, Public Law 111-005 often referred to as the “HITECH Act”, regulations issued by the U.S. Department of Health and Human Services (“HHS”) (the “HIPAA Regulations”), and the terms of the TASC Business Associate Agreement. TASC will provide written assurances of this compliance by providing a HIPAA Business Associate Agreement, serving as the written assurances of TASC compliance required by HIPAA. The TASC Business Associate Agreement will use the latest HHS Model terms, in order to provide one compliant program to the Purchaser. TASC will maintain the Service Provider Validation from the PCI Security Standards Council for the duration of the Term, and will provide the Validation and Attestation Certificate to the Purchaser, without audit detail, upon request. TASC will meet federal and the applicable state standards for the confidential treatment of the Purchaser’s Confidential Information as defined below.