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<br />• Benefit Express Services, LLC
<br />i b en e fi t e x p r e s s Technology and Services Agreement
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<br />Benefit Express Services, LLC Technology and Services Agreement
<br />This Technology and Services Agreement entered into between Benefit Express Services, LLC, an Illinois corporation with its
<br />principal offices located at 1700 E. Golf Road, Suite 1000, Schaumburg, IL 60173 (hereafter "BE") and Employer, whose name
<br />and principal business address are set forth below, collectively "the Parties", determines the rights and obligations of BE and
<br />Employer with respect to the subject matter of this Agreement. All capitalized terms are defined in section 3.0 below unless
<br />specifically stated otherwise.
<br />Effective Date:
<br />The first day of May, 2018
<br />Employer Name:
<br />Indian River County, FL
<br />Address:
<br />180127th Street
<br />City, State, Postal Code:
<br />Vero Beach, FL 32960
<br />Agreement and Term
<br />1 During the Term and in accordance with this Agreement: (i) BE
<br />grants Employer a nonexclusive, nontransferable, revocable,
<br />limited right to use the software for the sole purpose of agency
<br />management and/or the administration of employee benefits
<br />for the employees of Employer, and (ii) BE shall render the
<br />Software, as well as provide Training and Maintenance &
<br />Support for such software.
<br />2 Employer has the option to purchase Fulfillment, and other
<br />Professional and Shared Services.
<br />3 This Agreement shall commence on the Effective Date and,
<br />unless sooner terminated under Section 8.0 herein, shall
<br />continue for five (5) years ("Initial Period"). Thereafter, the
<br />parties may renew the term of this Agreement upon mutual
<br />agreement.
<br />Commencement of Service
<br />1 Commencing on the Effective Date, BE shall provide Software,
<br />Training, Maintenance and Support, and Fulfillment services
<br />according to the Service Schedules, to be agreed upon between
<br />the Parties during implementation.
<br />Definitions
<br />1 "Administrator Account" means any user profile with access to
<br />more than one Employee Record.
<br />2 "Agreement" means this Technology and Services Agreement
<br />and any exhibits, attachments, addendums, schedules,
<br />Statement of Work ("SOW"), attached hereto, or otherwise
<br />incorporated herein by reference.
<br />3 "Project Authorization Form" means the BE standard form that
<br />invoices the Professional Shared Services to be provided by BE to
<br />Employer and requires an Employer signature to authorize the
<br />work to be performed. The Project Authorization Form may also
<br />reference a SOW document when the Employer has requested
<br />Professional or Shared Services. Each Project Authorization Form
<br />will be governed by the terms of this Agreement and, if there is
<br />a conflict between a Project Authorization Form and this
<br />Agreement, the terms of this Agreement shall prevail.
<br />4 "Employer" means the business entity identified above, which
<br />entity's employees have authorized the Employer to access and
<br />enter employee information into the Software.
<br />5 "Effective Date" means the date entered in the outlined box
<br />above.
<br />6 "Enhancements" means modifications, additions, or
<br />substitutions, other than Maintenance Modifications, made by
<br />BE to the Software at its sole discretion that accomplish
<br />incidental, performance, structural or functional improvements
<br />to the Software, to the extent that BE elects to develop such
<br />Enhancements. Provided, however, and notwithstanding the
<br />foregoing, new application Modules which BE markets
<br />separately from the Software shall not be included in the
<br />definition of Enhancements.
<br />7 "Employee Record" means the collection of related items of
<br />information about an individual, treated as a unit, and stored in
<br />the Software database.
<br />3.8 "Fulfillment" means BE's process of developing, testing,
<br />extracting, delivering, supporting and monitoring data from the
<br />Software in an electronic and secure format, including but not
<br />limited to portable document format (PDF), Microsoft Excel
<br />(XLS), delimited or fixed length text (TXT) or Extensible Markup
<br />Language (XML) formatted files.
<br />3.9 "Intellectual Property Rights" means all copyrights,
<br />confidentiality rights, trade secret rights, patent rights and other
<br />intellectual property rights which shall include, but not be
<br />limited to BE's ownership of the Software and the BE trademark
<br />and any other trademarks, sales marks, service marks, trade
<br />names, marketing materials, distinguishing images or computer
<br />graphics, words, combination of words, audio recordings,
<br />computerized icons, Internet domain names or sub -names, or
<br />other related items used by BE in promotion or providing the
<br />Software Services or any services relating thereto at any time
<br />prior to, during, or subsequent to the termination of this
<br />Agreement.
<br />3.10 "Maintenance" means services provided by BE which shall
<br />include, but not limited to: (i) providing and installing on BE
<br />equipment any Enhancements to the Software, and/or (ii)
<br />providing and installing on BE equipment any Maintenance
<br />Modifications to the Software.
<br />3.11 "Maintenance Modifications" means modifications, updates or
<br />revisions made by BE at its sole discretion to the Object Code of
<br />the Software or to the User Manual relating thereto that correct
<br />errors or support a new release of the operating system.
<br />3.12 "Module" means a unit of Software that adds additional
<br />functionality to the base Software.
<br />3.13 "Object Code" means computer code in machine-readable,
<br />executable form, generated by compilation of course code and
<br />contained in a medium that permits it to be loaded into and
<br />operated on computers, including any runtime modules or
<br />programming object libraries, text or graphic files or other data
<br />structures or code components necessary for the operational
<br />use of the Software.
<br />3.14 "Professional Services" means the services that are specified and
<br />priced in the attached SOW and invoiced in the Project
<br />Authorization Form to be provided by BE. The Professional
<br />Services may include, without limitation, the following types of
<br />services: data collection, consulting, design, coding, testing,
<br />installation, configuration, sales assistance and training.
<br />3.15 "Shared Services" means the services that are specified and
<br />priced in the attached SOW and invoiced in a Project
<br />Authorization Form to be provided by BE. The Shared Services
<br />may include, without limitation, the following types of services:
<br />FSA, COBRA, HSA, ACA, Premium Billing, and Dependent Audit.
<br />3.16 "Services" shall mean the Software, Training, Billing,
<br />Maintenance and Support, Employer setup, Professional or
<br />Shared provided by BE to Employer.
<br />3.17 "Service Schedules" means the time table for implementation of
<br />the services provided by BE to Employer.
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