Benefit Cloud Terms of Service

Effective date: November 9, 2026

1. Acceptance and scope

These Terms of Service ("Terms") govern access to and use of the websites, client portal, APIs, and EDI services (the "Services") provided by Pay Fusion Solutions LLC, d/b/a Benefit Cloud ("Benefit Cloud," "we," "us"). By accessing or using the Services, you agree to these Terms on behalf of yourself and the organization you represent ("Customer," "you").

Relationship to signed agreements. If Customer has signed a Master Services Agreement, order form, business associate agreement, or other written agreement with Benefit Cloud (a "Customer Agreement"), that Customer Agreement controls where it conflicts with these Terms.

Eligibility. The Services are for business use only. You must be at least 18 and authorized to bind your organization.

2. Accounts

You are responsible for all activity under your portal accounts. Keep credentials confidential, use multi-factor authentication where offered, and notify us promptly at andrew@benefitcloud.io of any unauthorized access. Customer administrators are responsible for granting and removing their users' access.

3. Acceptable use

You will not:

• Use the Services in violation of law, including HIPAA, ERISA, and privacy laws.
• Upload data you are not authorized to provide, or malicious code.
• Attempt to gain unauthorized access to the Services, other customers' data, or our systems.
• Probe, scan, or test the vulnerability of the Services without our written permission.
• Reverse engineer, copy, resell, or build a competing product from the Services.
• Interfere with the operation or performance of the Services.

We may suspend access that threatens the security or integrity of the Services, with notice where practical.

4. Customer data

Customer owns all data it submits to the Services, including employee and dependent enrollment and premium data ("Customer Data"). Customer grants Benefit Cloud a limited right to process Customer Data only to provide and support the Services and as required by law.

Customer is responsible for the accuracy of Customer Data and for having the rights and consents needed to provide it. Benefit Cloud transmits data as configured and is not responsible for errors in source data from HRIS or payroll systems, or for carrier processing of files.

Where Customer Data includes protected health information, the parties' business associate agreement governs its use and disclosure. Our Privacy Policy describes how we handle personal information more generally.

5. Fees

Fees, including per-employee-per-month pricing, are set in the applicable order form or Customer Agreement. Unless stated otherwise, invoices are due within 30 days. We may suspend the Services for accounts more than 30 days past due after written notice.

6. Intellectual property

Benefit Cloud owns the Services, including software, file mappings, templates, documentation, and improvements, and all related intellectual property. These Terms grant no rights except the limited right to use the Services during the subscription term. If you send us feedback, we may use it without obligation to you.

7. Confidentiality

Each party will protect the other's non-public information with at least reasonable care, use it only to perform under these Terms, and disclose it only to personnel and contractors who need it and are bound by similar obligations. This does not apply to information that is public, already known, independently developed, or rightfully received from a third party.

8. Third-party services

The Services connect to third-party systems, including HRIS and payroll platforms, insurance carriers, TPAs, and cloud infrastructure providers. We are not responsible for the availability, accuracy, or acts of those third parties, or for changes they make to their file specifications or APIs.

9. Disclaimers

Except as expressly stated in a Customer Agreement, the Services are provided "as is" and "as available." Benefit Cloud disclaims all implied warranties, including merchantability, fitness for a particular purpose, and non-infringement. Benefit Cloud does not provide legal, tax, or benefits advice, and does not determine eligibility for coverage.

10. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR LOST PROFITS OR REVENUE, EVEN IF ADVISED OF THEIR POSSIBILITY. EACH PARTY'S TOTAL LIABILITY ARISING OUT OF THESE TERMS WILL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER TO BENEFIT CLOUD IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM. These limits do not apply to Customer's payment obligations, a party's indemnity obligations, or liability for gross negligence or willful misconduct, and are subject to any different allocation in a Customer Agreement.

11. Indemnification

Customer will defend and indemnify Benefit Cloud against third-party claims arising from Customer Data, Customer's violation of law, or Customer's breach of Section 3. Benefit Cloud will defend and indemnify Customer against third-party claims that the Services, as provided by Benefit Cloud, infringe a U.S. patent, copyright, or trademark. The indemnified party must give prompt notice, reasonable cooperation, and control of the defense to the indemnifying party.

12. Term and termination

These Terms apply for as long as you use the Services. Either party may terminate for the other's material breach that remains uncured 30 days after written notice. Subscription terms and renewal are set in the order form or Customer Agreement. On termination, Customer's access ends and, on request made within 30 days, we will return Customer Data in a standard format. We then delete or retain it as required by law, our retention schedule, and the business associate agreement. Sections 4 and 6 through 13 survive termination.

13. General

Governing law. These Terms are governed by the laws of the State of California, without regard to conflict-of-law rules. Disputes will be resolved in the state or federal courts located in Riverside County, California.

Changes. We may update these Terms by posting a new version with a new effective date. Material changes take effect 30 days after posting for existing customers.

Assignment. Neither party may assign these Terms without consent, except to a successor in a merger, acquisition, or sale of substantially all assets.

Force majeure. Neither party is liable for delays caused by events beyond its reasonable control, except for payment obligations.

Entire agreement. These Terms, together with any Customer Agreement, are the entire agreement on their subject. If any provision is unenforceable, the rest remains in effect. A waiver must be in writing.

Notices. Notices to Benefit Cloud go to andrew@benefitcloud.io and 31915 Rancho California Road, Ste 200-374, Temecula, CA 92591.

Contact

Pay Fusion Solutions LLC, d/b/a Benefit Cloud
31915 Rancho California Road, Ste 200-374, Temecula, CA 92591
andrew@benefitcloud.io