Terms of Service

ChannelBound, LLC d/b/a ACAPrime

Version 2026.1 | Last Updated: August 3, 2026

Please read Section 1 first. These Terms govern services purchased through ACAPrime’s website, online checkout, and self-service enrollment. If you and ACAPrime have signed a separate agreement (for example, a Master Services Agreement and Statement of Work), that signed agreement – not these Terms – governs the services described in it.

PART I – GENERAL TERMS

1. Agreement, Scope of These Terms, and Order of Precedence

1.1 Acceptance. These Terms of Service (“Terms”) constitute a legally binding agreement between ChannelBound, LLC d/b/a ACAPrime (“ACAPrime,” “Service Provider,” “we,” “us,” or “our”) and any entity or individual accessing or using the services offered via ACAPrime.com (“Client,” “you,” or “your”). By accessing the site or engaging any service, Client agrees to be bound by these Terms. Access to services requires that the individual accepting these Terms be at least 18 years old and have legal authority to bind the Client entity.

1.2 What These Terms Cover. These Terms govern (a) use of ACAPrime.com and (b) services purchased or requested through ACAPrime’s online enrollment, online checkout, self-service sign-up, web forms, emailed order confirmations, or acceptance of an ACAPrime price sheet or quote that is not accompanied by a separately signed agreement (each, an “Online Enrollment”). This includes Online Enrollments completed using a discount code, referral link, or URL parameter supplied by a broker or channel partner.

1.2.1 Each Enrollment Is a Separate Acceptance; Annual Re-Enrollment. ACAPrime’s services are enrolled on a per-service and per-reporting-year basis. Client must complete a new Online Enrollment for each reporting year or service period for which it wishes to receive services. Each Online Enrollment, including each renewal or re-enrollment, is a separate acceptance of the version of these Terms posted at ACAPrime.com on the date of that enrollment, and of ACAPrime’s then-current pricing for the service enrolled. The version of these Terms in effect on the date of an enrollment governs that enrollment, and prior versions have no continuing effect on later enrollments. Fees are not fixed from year to year; pricing for a prior reporting year does not carry forward.

1.2.2 Application to Services in Progress. Where ACAPrime continues to perform services for a Client that enrolled under a prior version of these Terms, the version posted at the time of enrollment governs the fees for that enrollment, and these Terms govern all other aspects of services performed on or after the date these Terms are posted. Section 3 applies to any service, service level, tier, volume, or scope difference identified on or after that date, including on work already in progress.

1.3 Separately Signed Agreements Control. Where ACAPrime and a client, employer, broker, benefits consultant, channel partner, platform partner, or other counterparty have entered into a separately negotiated written agreement executed by ACAPrime – including any Master Services Agreement (MSA), Statement of Work (SOW), order form, addendum, amendment, exhibit, partner or referral agreement, data protection or confidentiality agreement, or similar document, and whether executed by wet signature, by exchange of signed PDF, or through an electronic signature platform such as SignNow or DocuSign – that signed agreement governs the services described in it. These Terms do not apply to those services, and are not incorporated into that signed agreement, unless the signed agreement expressly incorporates these Terms by reference. Nothing in these Terms amends, supplements, limits, or expands any separately signed agreement.

1.4 Order of Precedence. For any service, the following documents control in descending order: (i) a separately signed agreement between ACAPrime and Client, together with its statements of work, exhibits, and amendments; (ii) ACAPrime’s written quote, order form, or enrollment confirmation for the specific service, as to the scope, volume, and fees for that service; and (iii) these Terms. A document lower in this order does not supersede a document higher in this order.

1.5 Mixed Relationships. Client may hold some services under a separately signed agreement and other services under Online Enrollment. Each service is governed only by the document under which it was purchased. Purchase of a service through Online Enrollment does not extend any term of a signed agreement – including any negotiated fee schedule, liability cap, insurance covenant, indemnity, service-level commitment, guarantee, or data breach provision – to the Online Enrollment service. Likewise, these Terms do not extend to services covered by a signed agreement.

1.6 No Incorporation of Client Documents. No vendor form, supplier code of conduct, security questionnaire, information security policy, purchase order term, click-through term, procurement portal term, or external standard supplied by Client or a third party is incorporated into these Terms or otherwise binding on ACAPrime unless expressly accepted in a writing signed by an authorized officer of ACAPrime.

1.7 Electronic Acceptance Satisfies “In Writing.” Client agrees that enrollment, checkout, clicking to accept, checking a box, submitting a web form, submitting data, approving a deliverable, authorizing a filing, or payment of an invoice each constitutes Client’s electronic signature and, together with email correspondence from Client’s contacts of record, satisfies any requirement in these Terms that a matter be agreed “in writing” or be “signed.” Client will not contest the validity or enforceability of these Terms, or of any fee adjustment accepted under Section 3, on the basis that it was accepted electronically or was not separately signed.

1.8 Enrollment by a Broker or Agent. If a broker, benefits consultant, platform partner, payroll provider, or other agent completes an Online Enrollment on Client’s behalf, that party represents and warrants that it is authorized to bind Client to these Terms and has delivered a copy of these Terms to Client. Client’s submission of data, acceptance of services, approval of deliverables, or payment of any fee constitutes Client’s ratification of the enrollment and of these Terms.

2. Scope of Services

2.1 Services Are Limited to What Is Contracted

ACAPrime’s services are strictly limited to the specific compliance filings and document preparation services described in these Terms and confirmed in Client’s service enrollment or written agreement (“Contracted Services”). These Terms do not create any obligation on ACAPrime’s part to perform services beyond the Contracted Services.

ACAPrime has no obligation to identify, notify Client of, perform, or file any compliance requirement, reporting obligation, government filing, plan document, or disclosure that has not been specifically agreed upon in writing between the parties. Client’s engagement of ACAPrime for one service does not create any implied obligation for ACAPrime to perform related, similar, or ancillary services.

Examples of services that are not included unless specifically contracted:

State-level ACA reporting (separate from federal 1094-C/1095-C filing)
Employee SPD distribution logistics (separate from document preparation)
Nondiscrimination testing for Section 125 plans
Standalone Form 5500 preparation (unless enrolled as a separate Contracted Service)
COBRA administration or notices
Medicare Part D notices to employees
Summary of Benefits and Coverage (SBC) preparation
Furnishing of recipient statements by print and mail or electronic delivery (available as optional services under Section 35)
Ongoing look-back measurement tracking or administration (available as a separate service under Section 34)
Any other federal, state, or local filing or disclosure requirement not expressly listed in the Contracted Services

If Client believes an additional service may be needed, Client should contact ACAPrime to discuss. ACAPrime will not be liable for Client’s failure to identify, purchase, or arrange for services that were not contracted.

2.2 No Monitoring Obligation

ACAPrime has no obligation to monitor changes in Client’s business, workforce, plan design, regulatory environment, or legal requirements that may affect Client’s compliance obligations. Client is solely responsible for identifying and communicating to ACAPrime any changes that may affect the scope of Contracted Services.

2.3 No Legal or Tax Advice; No Fiduciary Status

ACAPrime’s services constitute compliance filing and document preparation assistance only. Nothing in these Terms, in any deliverable, or in any communication from ACAPrime constitutes legal advice, tax advice, accounting services, or a legal opinion, and nothing in these Terms shall be deemed to impose on ACAPrime any fiduciary status under the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or any other applicable law. ACAPrime has no discretionary authority or discretionary control over the management or administration of any employee benefit plan or plan assets, and Client will not cause or permit ACAPrime to assume any such authority without ACAPrime’s prior written consent. Any federal tax information provided by ACAPrime is not intended or written, and cannot be used, for the purpose of avoiding penalties imposed by the Internal Revenue Code or of promoting, marketing, or recommending any transaction or matter to another party. Client should consult qualified legal counsel and tax advisors regarding its compliance obligations, applicable law, and appropriate strategies, and ACAPrime recommends that all work performed by ACAPrime be reviewed by Client’s own tax and legal advisors.

2.4 Out-of-Scope Work

Work outside the scope of the Contracted Services – including rework, corrections, or additional processing caused by Client data or instruction errors, non-standard or incomplete data formats, late-supplied data, changes requested after Client approval or after deemed acceptance, additional entities or jurisdictions, or services described in Section 3 as requiring reconciliation – is not included in the enrolled fee and may be separately quoted or billed at the rate set forth in Section 8.

3. Service Selection, Scope Verification, and Fee Reconciliation

3.1 Client Selects the Service and Warrants Its Fit. ACAPrime offers distinct services, service levels, tiers, and packages at different prices. Each is designed for a particular reporting obligation, employer size, plan funding arrangement, data condition, and level of ACAPrime involvement. Client selects the service at enrollment. By enrolling, Client represents and warrants that the service selected corresponds to Client’s actual obligations and circumstances, including:

whether Client is an Applicable Large Employer (ALE) required to report on Forms 1094-C and 1095-C, or a non-ALE self-insured employer reporting on Forms 1094-B and 1095-B;
Client’s plan funding arrangement (fully insured, level-funded, or self-insured) and controlled or affiliated group composition;
the number of employer identification numbers (EINs), reporting entities, employees, forms, and states involved;
whether Client will supply filing-ready data in ACAPrime’s specified template and format, or instead requires ACAPrime to compile, validate, clean, merge, reconcile, and code source data on Client’s behalf (full-service or “White Glove” processing); and
which optional or add-on services Client requires, including recipient furnishing, state filings, and tracking services.

Determining these facts is Client’s sole responsibility. Enrollment in a lower-priced service does not entitle Client to receive a different, broader, or higher-priced service at the lower price.

3.2 Scope Verification. Fees quoted at enrollment are based on the information Client provided at enrollment. After reviewing Client’s actual data, plan information, entity structure, and requested scope, ACAPrime may in its sole discretion (a) confirm the enrolled service and fee; (b) reclassify the engagement to the service, tier, or package that corresponds to the work actually required, requested, or performed, and adjust the fees accordingly as provided in Section 3.3; or (c) decline to proceed as provided in Section 3.5.

3.3 Fee Reconciliation. Where the service, service level, tier, package, volume, or scope that Client actually requires, requests, receives, or accepts differs from the one Client enrolled in or paid for, the fee payable is the fee for the service actually required, requested, performed, or accepted, at ACAPrime’s then-current pricing for that service (or at the partner pricing extended through Client’s broker or channel partner, if applicable). ACAPrime will notify Client in writing, before beginning the reclassified work, identifying the service Client enrolled in, the service ACAPrime has determined is required or has been requested, and the additional amount due. Amounts Client has already paid are credited against the corrected fee. This Section applies whether the difference is identified before, during, or after performance of the work.

3.4 Client’s Advance Written Agreement; Acceptance by Conduct. By enrolling, Client agrees in advance and in writing to the reconciliation mechanism in this Section 3, and agrees that no separate signature, countersignature, amendment, order form, purchase order, or change order is required for a corrected fee determined under Section 3.3 to be validly agreed, invoiced, due, and payable. Client’s written approval of an ACAPrime notice under Section 3.3 constitutes Client’s agreement to the corrected fee. In addition, and to the fullest extent permitted by applicable law, each of the following independently constitutes Client’s written agreement to and acceptance of the reclassified service and the corrected fee:

Client’s failure to object in writing within five (5) business days after ACAPrime sends the notice described in Section 3.3;
Client’s continued submission of data, files, corrections, or instructions for the reclassified service after that notice;
Client’s request that ACAPrime proceed, Client’s approval of any draft deliverable, or Client’s authorization to file or furnish, after that notice; or
Client’s acceptance, download, distribution, or use of any deliverable prepared under the reclassified service.

Notice is effective when sent by email to any of Client’s contacts of record, including the individual who completed the enrollment and, where applicable, Client’s broker of record or other designated representative. Client is responsible for keeping its contact information current. Client waives any objection to an invoice issued under this Section on the ground that the corrected fee was not separately signed, was not reflected in the original enrollment or checkout amount, or was not authorized by a purchase order.

3.5 If Client Does Not Agree. If Client objects in writing within five (5) business days of ACAPrime’s notice and the parties do not reach agreement, ACAPrime may, at its option: (a) limit its performance strictly to the service as enrolled and literally described, without regard to whether that service satisfies Client’s actual reporting obligation; (b) decline to proceed; or (c) terminate the affected service upon written notice. In each case, Client remains responsible for fees for services performed through the effective date of the limitation, decline, or termination, billed at the applicable fixed fee or, where no fixed fee applies, at the hourly rate set forth in Section 8, and ACAPrime will refund the portion of any prepaid fee attributable to services not performed. ACAPrime has no obligation to perform a different, broader, or higher-priced service at the price of the enrolled service, and bears no liability for penalties, late filings, missed deadlines, or other consequences arising from Client’s enrollment in a service that did not match its actual obligation, from Client’s refusal of a reconciliation under this Section, or from any resulting delay.

3.6 Volume, Count, and Jurisdiction True-Ups. Fees stated on a per-form, per-EIN, per-entity, per-employee, or per-state basis apply to actual counts. A variance of plus or minus ten percent (10%) in form or document count from the contracted volume is permitted without fee adjustment; volume beyond that threshold is billed at ACAPrime’s standard rates. Additional EINs, reporting entities, states, jurisdictions, tax years, or optional services not identified at enrollment are billed at ACAPrime’s then-current rates and are subject to Sections 3.3 and 3.4. ACAPrime reserves the right to separately price materially new or expanded state or federal reporting regimes enacted or amended after enrollment.

3.7 Aggregated Groups and Related Entities. Where Client is part of a controlled or affiliated group of employers, Client may engage ACAPrime on behalf of itself and its related entities. The enrolling entity represents that it is authorized to bind those related entities, per-EIN and per-entity fees apply to each EIN and entity in the group, and the enrolling entity remains responsible for all fees for the group. All such related entities are treated as Client under these Terms. Any entity for which Client or its representatives submit data or request services is likewise treated as a related entity under these Terms. Client will provide each included entity’s legal name and EIN at intake and is responsible for any omissions, errors, or late additions.

3.8 Illustrative Examples. The following examples illustrate Section 3 and are not exhaustive:

Client enrolls in a Forms 1094-B/1095-B reporting service but is in fact an Applicable Large Employer whose obligation is Forms 1094-C/1095-C. The applicable fee is the fee for the 1094-C/1095-C service actually required, with the amount paid credited.
Client enrolls in a service priced on the basis that Client will deliver filing-ready data in ACAPrime’s template, and instead delivers raw payroll, enrollment, or census files requiring ACAPrime to compile, validate, merge, reconcile, or code the data. The applicable fee is the fee for ACAPrime’s full-service (White Glove) offering.
Client enrolls for a single EIN and subsequently submits data for additional EINs, entities, tax years, or states. Per-EIN, per-entity, per-year, and per-state fees apply to the actual counts.
Client enrolls in a standard-tier service and requests recipient furnishing, tracking, back filing, corrections, audit, or penalty response work. Those services are billed at ACAPrime’s then-current rates in addition to the enrolled fee.

4. Data Security, Privacy, and Records Retention

ACAPrime utilizes Box.com as its primary secure cloud storage platform for data storage, sharing, and transfer. In handling tax information and personally identifiable information (PII), ACAPrime implements security protocols including end-to-end encryption, multi-factor authentication, regular security audits, access controls, and secure data retention and disposal practices.

Client acknowledges that ACAPrime may transmit Client data to third-party service providers, including electronic filing agents, print and mail vendors, and government portal systems, as necessary to perform Contracted Services. Use of ACAPrime’s services constitutes consent to such data transmission. Client must comply with all applicable laws, including U.S. export control laws, in connection with its use of the services.

Client is solely responsible for designating the individuals authorized to access Client’s data and file-sharing folders, for all use of the credentials issued to those individuals, and for ensuring that only authorized individuals have access. ACAPrime has no responsibility or liability for unauthorized access resulting from Client’s failure to follow ACAPrime’s procedures for accessing data.

Records Retention. ACAPrime retains copies of filed forms, submitted reports, and supporting records for at least seven (7) years following filing in order to support IRS and state inquiry response and the guarantee set forth in Section 16. Records are securely destroyed following that retention period, subject to legal, regulatory, and dispute-resolution retention requirements.

5. Client Data Responsibilities

5.1 Accuracy and Completeness

Client is solely responsible for the accuracy, completeness, and timeliness of all data provided to ACAPrime. By submitting data, Client represents and warrants that the information is accurate, complete, and current. ACAPrime relies entirely on Client-provided data and has no independent means of verifying accuracy or completeness. ACAPrime is not responsible for identifying missing data, incorrect data, or data inconsistencies unless errors are obvious on the face of the data as received.

Where ACAPrime performs data validation, cleaning, quality review, or ACA coding, that work constitutes technical review of the data, plan information, elections, and instructions supplied or approved by Client. ACAPrime does not independently verify employment classifications, hours of service or eligibility determinations, affordability or safe harbor selections, offer-of-coverage status, plan funding status, ALE status, or controlled group composition.

5.2 Client Obligations

Client agrees to:

Provide all required data in the format and timeframe specified by ACAPrime
Designate an authorized point of contact for coordination of services
Respond promptly to ACAPrime inquiries
Review all draft deliverables within five (5) business days of receipt and notify ACAPrime of any errors or discrepancies
Notify ACAPrime immediately of any changes in company structure, plan design, controlled group status, workforce, or other factors affecting the Contracted Services
Maintain all records required by applicable law, including records supporting the data provided to ACAPrime

5.3 Taxpayer Identification Numbers and Recipient Information

Client is solely responsible for the accuracy of all names, Social Security numbers, taxpayer identification numbers, addresses, and email addresses it supplies. ACAPrime does not perform IRS TIN matching unless separately contracted, and does not warrant that a name and TIN combination supplied by Client will match IRS records. ACAPrime bears no liability for IRS or state notices, proposed penalties, or assessments arising from incorrect, missing, or mismatched taxpayer identification information supplied by Client, including notices proposing penalties for incorrect information returns. Client is responsible for its own solicitation of missing or incorrect TINs as required by applicable IRS procedures.

5.4 Reliance on Instructions

ACAPrime may rely on data, instructions, approvals, and authorizations received from Client’s contacts of record without independently verifying their authenticity or the internal authority of the sender. ACAPrime is not liable for acting on instructions that appear to originate from a Client contact of record, including instructions sent from a Client email account or file-sharing account that has been compromised or accessed without Client’s authorization. Client will notify ACAPrime immediately upon learning of any such compromise or of any change in its authorized contacts.

5.5 Government Portal Credentials

Where Client elects to have filings or submissions made under Client’s own government portal credentials or registrations, Client is solely responsible for obtaining, maintaining, and safeguarding those credentials and registrations, for the accuracy of the account information, and for the timeliness of any submission Client controls. ACAPrime’s filing obligation is discharged where Client elects to self-submit.

5.6 Failure to Review

Client’s failure to review draft deliverables, or failure to identify errors in those deliverables, does not relieve Client of responsibility for the accuracy of filed or completed documents. Client’s written approval to file or finalize a deliverable constitutes Client’s acceptance of its accuracy.

6. Filing Deadlines and Processing

ACAPrime’s standard processing time is ten (10) business days following receipt of all required data in acceptable format. Non-standard data formats may require additional processing time and fees, which ACAPrime will communicate in advance.

ACAPrime does not guarantee delivery of services by any government deadline unless Client provides all required data and approvals at least twenty (20) business days prior to such deadline, except where a shorter deadline is specified in the applicable service section below. ACAPrime reserves the right to decline services or charge expedited fees for data received outside these timeframes. Late submission of data or approvals by Client is solely Client’s responsibility, and ACAPrime bears no liability for resulting late filing penalties.

Timelines and target dates communicated by ACAPrime are estimates and depend on timely receipt of complete Client data, Client approvals, and third-party performance. Filing and furnishing deadlines published by ACAPrime are provided for convenience and planning only and are subject to change by the IRS, applicable states, or other authorities.

Automated Processing. ACAPrime uses automated validation, coding, and quality-control logic in performing the services. Automated checks are designed to identify common errors and inconsistencies in the data as received; they do not detect all errors, do not substitute for Client’s review, and do not constitute a determination of Client’s compliance. Client remains responsible for reviewing and approving all deliverables before filing or furnishing.

Note: Service-specific deadlines set forth in Part II govern where they differ from the general twenty (20) business day standard above. In all cases, the service-specific provision controls. Clients should review the applicable Part II section for the exact data submission deadline applicable to their enrolled services.

7. Approvals, Non-Response, and Protective Filings

7.1 Approval Required. Except as expressly provided in this Section, ACAPrime will obtain Client’s approval before filing, furnishing, or finalizing a deliverable.

7.2 Contacts of Record. ACAPrime may rely on data submissions, instructions, approvals, and non-responses from Client’s contacts of record, including any designated broker of record or other representative Client has identified. Client is responsible for keeping its contact information current.

7.3 Deemed Acceptance for Billing. If ACAPrime delivers completed deliverables to Client for approval, has made reasonable attempts to contact Client regarding that approval, and Client does not respond within fifteen (15) business days, the services are deemed rendered and accepted for billing purposes and ACAPrime may invoice for the services performed. Client’s non-response does not relieve Client of its payment obligations. This provision applies independently of whether or when a filing is made.

7.4 Filing After Non-Response. If ACAPrime has delivered forms or filings for Client’s approval and has made reasonable attempts to contact Client without response, ACAPrime reserves the right to electronically file as prepared, without Client’s approval, after fifteen (15) business days, or sooner where an applicable IRS or state deadline requires, and will notify Client of the filing. Reasonable attempts means outreach by email to Client’s contacts of record and, where available, to other known contacts (such as Client’s broker of record) or by telephone. ACAPrime will exercise this right in good faith to protect Client’s compliance position and will not file solely to accelerate billing. Forms filed under this provision are prepared from the data Client supplied, and Client’s data accuracy responsibilities continue to apply. For clarity, this authority applies to electronic filing only. It does not authorize ACAPrime to print, mail, electronically deliver, or otherwise furnish recipient statements without Client’s approval, and ACAPrime has no obligation to furnish recipient statements unless Client has elected the applicable optional service and satisfied its requirements.

7.5 Protective Extensions. At ACAPrime’s discretion, taking into account applicable deadlines and the needs of the engagement, ACAPrime may file an extension of an applicable IRS filing deadline on Client’s behalf and will notify Client once it has been filed. This applies to current-year filings and to any prior-year or back filings. A timely extension preserves the filing deadline at no cost to Client and avoids automatic late-filing penalties while data, approvals, or corrections are in process. An extension of the IRS filing deadline does not extend recipient furnishing deadlines.

8. Corrections and Adjustments

ACAPrime will correct any error directly attributable to ACAPrime’s processing at no charge. Corrections required due to Client data errors, omissions, or post-filing changes will be billed at $300 per hour, with notice to Client before work begins. The same rate applies to out-of-scope work under Section 2.4 and to work performed under Section 3 where no fixed fee applies. A variance of plus or minus ten percent (10%) in form or document count from the contracted volume is permitted without fee adjustment. Additional volume beyond this threshold will be billed at standard rates. Refunds for overpayment will be processed within sixty (60) days of request.

Corrections, rework, or changes requested after deemed acceptance under Section 7.3 or after a filing under Section 7.4 may be treated as out-of-scope work to the extent caused by Client data, instructions, non-response, late review, or requested changes.

Client acknowledges that the $300 per hour correction rate for Client-caused errors is disclosed in these Terms. Clients enrolling through ACAPrime’s online checkout are directed to review these Terms prior to enrollment, and enrollment constitutes acceptance of this rate.

9. Payment Terms

Client agrees to pay ACAPrime the fees set forth in the applicable service enrollment, pricing schedule, or statement of work, as adjusted under Section 3. Full payment is required upon enrollment unless otherwise specified. Where ACAPrime invoices rather than collects at checkout, payment of undisputed amounts is due within thirty (30) days of the invoice date. Invoices are deemed accepted unless Client disputes them in writing, with reasonable detail, within ten (10) business days of the invoice date; undisputed portions remain due and payable. Undisputed amounts more than thirty (30) days past due may accrue interest at the lesser of 1.5% per month or the maximum lawful rate. ACAPrime may suspend or decline further services while any undisputed amount remains past due, and is not responsible for the consequences of a suspension resulting from Client’s nonpayment. ACAPrime may use a third-party collections agency or other lawful means to pursue collection of undisputed amounts unpaid ninety (90) days after their due date, and reasonable collections and legal fees incurred will be added to Client’s outstanding balance.

Refunds are issued at ACAPrime’s sole discretion if contracted services have not been rendered. Client agrees not to initiate a payment card chargeback or payment reversal for services that have been rendered or deemed accepted under Section 7.3, and agrees that the dispute process in this Section and the dispute resolution provisions of Section 19 are its exclusive remedies for billing disputes.

Bundle Pricing. Where Client enrolls in a bundled package of multiple services at a combined price, bundle pricing is non-refundable once any individual service within the bundle has been initiated. Individual service refunds within a bundle are not available after initiation of any bundled service. “Initiation” means ACAPrime has sent a data intake request or begun work on any service included in the bundle.

Broker-Referred and Discounted Enrollments. Where Client enrolls using a promotional discount code provided by a broker or channel partner, the discounted price constitutes the full contracted fee for the service enrolled. ACAPrime’s obligations under these Terms are identical regardless of whether full list price or a discounted price was paid. A discount code or promotional price applies only to the service to which it is directed and does not apply to a different or reclassified service under Section 3, to additional volume, or to optional or add-on services.

Third-Party Payor. Client may direct in writing that invoices for all or a designated portion of the fees be issued to a third party, such as Client’s broker of record, and ACAPrime may invoice that payor accordingly, including under a percentage or dollar allocation. Client remains responsible for all fees. If a third-party payor fails to pay any amount when due, ACAPrime may invoice Client directly and Client will pay that amount on the terms of this Section. Payment by a third party does not make the payor a party to these Terms, confer on the payor any rights or remedies, or obligate ACAPrime to the payor in any way.

10. Representations and Warranties

Client represents and warrants that: (a) it has full legal authority to enter into these Terms and to authorize ACAPrime to act on its behalf as described herein; (b) all data and information provided to ACAPrime is accurate, complete, and lawfully obtained; (c) the service Client has selected corresponds to Client’s actual reporting obligations and circumstances as described in Section 3.1; (d) it will comply with all applicable federal, state, and local laws in connection with its use of ACAPrime’s services; and (e) it will not use ACAPrime’s services for any unlawful purpose.

11. Third-Party Services and Subcontractors

ACAPrime may engage third-party vendors, including electronic filing agents, print and mail fulfillment providers, electronic delivery vendors, secure file-sharing and hosting providers, transmission vendors, payment processors, actuarial consultants, professional advisors, and government system intermediaries, in performing Contracted Services. Client’s separate consent is not required for ACAPrime’s use of such ordinary-course service providers, and ACAPrime remains responsible for the Services as expressly set forth in these Terms. Where third-party fees are separate from ACAPrime’s service fee (such as actuarial consultation), ACAPrime will disclose such fees in advance. ACAPrime is not liable for the acts, errors, or omissions of third-party vendors acting within the scope of their role, provided ACAPrime exercised reasonable care in their selection. For the avoidance of doubt, actuary consultation fees required for CMS creditable coverage determinations on complex or self-funded plan designs are third-party fees separate from ACAPrime’s service fee and will be disclosed to Client before such work is initiated. Client’s enrollment in the standard CMS Creditable Coverage service does not include actuarial consultation unless separately agreed.

12. Channel Partner and Broker Referral Program

ACAPrime may make its services available to end-employer clients through broker intermediaries, benefits consultants, platform partners, or other channel partners (“Broker Partners”). Where a Client enrolls following referral or facilitation by a Broker Partner:

(a) The contracting relationship is between ACAPrime and the enrolling Client (the employer). The Broker Partner is not a party to these Terms and has no contractual rights or obligations under them.

(b) Broker Partners may distribute promotional discount codes on behalf of ACAPrime. Use of such codes by Client constitutes enrollment under these Terms at the applicable discounted price. ACAPrime is solely responsible for service delivery; Broker Partners have no authority to modify the scope of services, waive or alter any fee, agree to a service level or price other than as published or quoted by ACAPrime, or make representations about service outcomes on ACAPrime’s behalf.

(c) ACAPrime may use referral tracking mechanisms (including unique discount codes and URL parameters) to identify the Broker Partner associated with a Client enrollment. This tracking is for ACAPrime’s internal attribution purposes only and does not create any fee-sharing, referral fee, or commission obligation unless separately agreed in writing between ACAPrime and the Broker Partner.

(d) Client acknowledges that its Broker Partner may have independently recommended services based on the Broker Partner’s knowledge of Client’s plan design. ACAPrime’s obligations are limited to the Contracted Services as enrolled. ACAPrime has no liability for services the Broker Partner recommended but Client did not enroll in, or for a Broker Partner’s selection of a service level that does not match Client’s actual obligation, which remains subject to Section 3.

(e) Where ACAPrime and a Broker Partner or platform partner have entered into a separately signed partner agreement, that agreement governs the relationship between ACAPrime and that partner, and these Terms continue to govern the relationship between ACAPrime and the enrolling Client except as provided in Section 1.3.

13. Intellectual Property, Deliverables, and Prohibited Use

ACAPrime’s website, software, systems, templates, methodologies, validation logic, and all associated content are protected by applicable copyright, trademark, and intellectual property laws. All rights remain with ACAPrime or its licensors. Client may not reproduce, modify, distribute, or create derivative works from any ACAPrime content without written permission.

No Software or System Access. Unless expressly stated in the applicable service description, ACAPrime does not provide software, a software-as-a-service platform, or system access to Client. Data is exchanged through a third-party secure file-sharing service designated by ACAPrime (currently Box.com), subject to that provider’s terms, and ACAPrime’s deliverables are furnished as documents such as Excel workbooks and PDF files. No rights in ACAPrime’s software, systems, or methodologies are granted.

Deliverables. All documents produced by ACAPrime, including electronic versions, are deliverables. Copyright and other intellectual property rights in deliverables remain vested in ACAPrime; Client receives a non-exclusive, non-transferable license to use deliverables for Client’s own internal compliance purposes. Client may share deliverables with its legal counsel, accountants, auditors, broker of record, insurance carrier or third-party administrator, and government regulators, solely for Client’s compliance purposes and provided such recipients are bound by obligations of confidentiality. Client will not, without ACAPrime’s prior written consent: (a) sell, license, publish, or otherwise transfer deliverables to unaffiliated third parties; (b) use the services or deliverables to provide services to third parties or to develop, benchmark, or assist a competing product or service; (c) use the services to report on or evaluate a greater number of employees, entities, or EINs than the agreed pricing contemplates; or (d) alter deliverables and represent them as ACAPrime’s work. Any liability arising out of Client’s use of deliverables for purposes other than those for which they were created is Client’s responsibility.

ACAPrime Confidential Information. ACAPrime’s confidential information includes any third-party audit, examination, attestation, or assessment reports (including SOC 2 reports and bridge letters), certifications, questionnaire responses, policies, pricing, and related documentation furnished by ACAPrime or its representatives. Client may use such materials solely for its internal evaluation of ACAPrime and will not disclose, distribute, or reproduce them outside Client’s organization without ACAPrime’s prior written consent.

Prohibited Use. Client is prohibited from: violating applicable laws; infringing ACAPrime’s or any third party’s intellectual property rights; uploading malicious code or content; attempting to breach system security; reselling or redistributing ACAPrime’s services; or sharing account credentials.

14. Relationship of the Parties

ACAPrime is and remains an independent contractor with respect to Client. ACAPrime’s employees, principals, and subcontractors are not Client’s employees for any purpose and are not entitled to any benefit of Client’s plans. Nothing in these Terms constitutes a partnership, joint venture, or agency relationship between the parties, and neither party has authority to bind the other except as expressly provided in writing. ACAPrime may perform similar services for other persons and entities at any time.

15. Limitation of Liability

ACAPrime’s total liability to Client for any claim arising out of or related to these Terms or any Contracted Services shall not exceed the fees paid by Client to ACAPrime for the specific service giving rise to the claim. In no event shall ACAPrime be liable for any indirect, incidental, consequential, special, or punitive damages, including but not limited to lost profits, loss of data, or penalties assessed by government agencies, even if ACAPrime has been advised of the possibility of such damages.

The Services are provided on an “as is” basis. Other than as expressly provided in these Terms, no warranty, express or implied, is made regarding the services. ACAPrime makes no warranty that filings will be accepted by government agencies, that penalties will be avoided, or that specific compliance outcomes will be achieved. ACAPrime’s liability is further subject to force majeure events beyond ACAPrime’s reasonable control as described in Section 19.

For the avoidance of doubt, any higher liability cap, insurance covenant, indemnity, or data breach obligation contained in a separately signed agreement between ACAPrime and Client applies only to the services governed by that signed agreement and does not apply to services purchased through Online Enrollment under these Terms.

16. ACAPrime Processing Error Guarantee

ACAPrime carries Errors and Omissions (E&O) and cyber liability insurance and provides the following limited guarantee to its Clients:

(a) Scope. If ACAPrime makes a verifiable processing error in the preparation or submission of a Contracted Service that directly causes a government-imposed penalty assessed against Client, ACAPrime will reimburse Client for the amount of that penalty, subject to the conditions and cap set forth in this Section.

(b) Conditions. This guarantee applies only where: (i) the error is directly and solely attributable to ACAPrime’s processing, and not to inaccurate, incomplete, or untimely data provided by Client or Client’s vendors; (ii) Client has reviewed and approved the applicable deliverable or provided written authorization to file, or the deliverable was filed under Section 7.4 following Client’s non-response; (iii) Client notifies ACAPrime of the penalty in writing within thirty (30) days of receipt of the government notice and promptly forwards all related government correspondence; and (iv) Client cooperates with ACAPrime’s reasonable investigation of the claim.

(c) Cap. ACAPrime’s maximum reimbursement obligation under this guarantee for any single service or filing shall not exceed the fees paid by Client to ACAPrime for that specific Contracted Service. This guarantee does not cover interest, third-party costs, attorney’s fees, or penalties attributable to Client’s underlying compliance failures unrelated to ACAPrime’s processing, including penalties arising from Client’s enrollment in a service that did not match its actual reporting obligation.

(d) Relationship to Limitation of Liability. This Section supplements Section 15 and does not expand ACAPrime’s liability beyond the fee paid for the specific service giving rise to the claim. ACAPrime has not waived and does not waive any other limitation set forth in Section 15.

(e) Historical Note. As of the date of these Terms, ACAPrime has not been required to make any reimbursement under this guarantee.

17. Indemnification

Client agrees to indemnify, defend, and hold harmless ACAPrime, its officers, employees, and agents from and against any claims, damages, penalties, fines, costs, and expenses (including reasonable attorneys’ fees) arising from or related to: (a) inaccurate, incomplete, or untimely data provided by Client; (b) Client’s failure to file, submit, or act on required compliance obligations; (c) Client’s non-compliance with applicable law; (d) Client’s use of ACAPrime’s deliverables beyond their intended purpose; (e) Client’s failure to review and approve deliverables before filing; or (f) any representation made by Client under Section 3.1 or Section 10 that proves inaccurate.

18. Government Notices and Correspondence

Unless explicitly agreed upon in a separate written engagement, ACAPrime has no obligation to receive, respond to, or resolve IRS notices, state agency inquiries, penalty assessments, or other government correspondence on Client’s behalf. Client is solely responsible for all such correspondence. ACAPrime’s preparation and filing of documents on Client’s behalf does not constitute ACAPrime’s assumption of any obligation to represent Client before any government agency.

19. Modifications, Term, and General Provisions

ACAPrime reserves the right to modify these Terms, service offerings, pricing, methodologies, or processing procedures at any time. Material changes will be communicated via email or website announcement. Continued use of services following notice of a change constitutes acceptance.

Versions. Each version of these Terms carries a version number and Last Updated date. The version posted at ACAPrime.com at the time of an Online Enrollment governs that enrollment as provided in Section 1.2.1. Because ACAPrime’s services are enrolled separately for each reporting year or service period, a Client that continues to purchase services accepts the then-current version of these Terms at each such enrollment. Posting an updated version at ACAPrime.com constitutes notice of the change.

Either party may terminate Contracted Services upon thirty (30) days’ written notice. ACAPrime may terminate immediately for breach, misuse of services, or nonpayment. Client remains responsible for fees for services performed prior to termination, including services deemed accepted under Section 7.3. Subscriptions may be canceled by contacting [email protected].

Force Majeure. Neither party is liable for delay or nonperformance caused by any act of God, strike, labor dispute, flood, public disaster, widespread power or network failure, IRS or state agency system or portal outage (including the IRS AIR system), changes to governmental schemas or transmission requirements, governmental processing delays, third-party vendor delays, or any other cause beyond its reasonable control. Client’s obligation to pay for services performed before or during such a condition is not excused.

Notices. Notices under these Terms are effective when sent by email to Client’s contacts of record and, for ACAPrime, to [email protected], with a copy to [email protected]. Notices are deemed given one (1) business day after being sent, provided no delivery failure notification is received. Either party may update its notice address by notice given under this Section.

Governing Law and Disputes. These Terms are governed by the laws of the State of Indiana, without regard to conflict of law principles. In the event of a dispute, each party will notify the other and the parties will make a good faith attempt to reach a mutually acceptable resolution. Any unresolved dispute arising under these Terms shall be resolved by binding arbitration before a single arbitrator in Hamilton County, Indiana, under the Commercial Arbitration Rules of the American Arbitration Association, with judgment on the award enforceable in any court of competent jurisdiction. The prevailing party is entitled to recover its reasonable attorneys’ fees and costs. Either party may seek injunctive relief in court to prevent irreparable harm related to a breach of Section 13, without waiving its obligation to arbitrate the underlying dispute. The parties waive the right to a jury trial and the right to participate in any class action proceeding related to these Terms or the services.

Limitation of Actions. Any claim or cause of action arising out of or related to these Terms or any Contracted Service must be brought within one (1) year after the date the claim arose, or within one (1) year after the filing or delivery of the deliverable giving rise to the claim, whichever is later, and is otherwise permanently barred, except where a shorter or longer period is required by applicable law.

Assignment; Affiliates. Client may not assign or transfer these Terms or any Contracted Service, in whole or in part, without ACAPrime’s prior written consent. ACAPrime may assign these Terms, and any enrollment or Contracted Service, in whole or in part, without Client’s consent to an affiliate or in connection with a merger, acquisition, reorganization, change of control, or sale of all or substantially all of its assets or of the business line to which the services relate. These Terms bind and benefit the parties’ permitted successors and assigns. ACAPrime may perform the services, in whole or in part, through its affiliates, and references to ACAPrime include an affiliate performing the services.

No Third-Party Beneficiaries. These Terms are for the benefit of ACAPrime and Client only. No other person or entity – including Client’s employees, former employees, dependents, recipients of information returns, brokers, channel partners, carriers, third-party administrators, payroll providers, or affiliates other than related entities treated as Client under Section 3.7 – is an intended third-party beneficiary of these Terms or has any right to enforce them or to any remedy under them.

Taxes. All fees are exclusive of any sales, use, excise, gross receipts, or similar taxes. Client is responsible for all such taxes assessed on the services, excluding taxes based on ACAPrime’s net income. Fees payable to government agencies, including PCORI fees and any penalties, interest, or assessments, are Client’s obligation and are not included in ACAPrime’s fees.

Provisions related to data responsibilities, fee reconciliation, payment, limitation of liability, limitation of actions, indemnification, intellectual property, confidentiality, no third-party beneficiaries, and governing law shall survive termination of these Terms.

The waiver of any breach or failure of a term or condition by either party is not a waiver of any subsequent or other breach. If any provision of these Terms is found to be unenforceable, the remaining provisions shall remain in full force and effect, and the parties agree to substitute a valid provision that most closely approximates the intent and economic effect of the unenforceable provision. Links to third-party websites are provided for convenience only; ACAPrime disclaims responsibility for their content or availability.

20. Entire Agreement

Subject to Sections 1.3 through 1.6, these Terms, together with any applicable service enrollment confirmations, pricing schedules, or written statements of work, constitute the entire agreement between the parties with respect to services purchased through Online Enrollment and supersede all prior agreements, representations, and understandings with respect to those services. Except for fee adjustments accepted under Section 3.4 and changes made under Section 19, no amendment to these Terms is effective unless in writing and agreed to by both parties.

21. Contact Information

ChannelBound, LLC d/b/a ACAPrime | 1311 W. 96th Street, Suite 170 | Indianapolis, IN 46260 | [email protected] | (844) 438-1095

PART II – SERVICE-SPECIFIC TERMS

The sections below apply only to the specific service for which Client has enrolled. Enrollment in one service does not create any obligation under sections governing other services. Each service is subject to Section 3 (Service Selection, Scope Verification, and Fee Reconciliation).

22. ACA Employer Reporting for Applicable Large Employers (Forms 1094-C and 1095-C)

22.1 Services and Deliverables

ACAPrime will prepare and file the following based solely on Client-provided data:

IRS Form 1094-C (Transmittal)
IRS Forms 1095-C for each applicable employee
Required state-specific ACA forms, limited to states identified in the service enrollment

If contracted separately, ACAPrime will facilitate employee distribution of Form 1095-C via electronic delivery or print and mail services as described in Section 35.

22.2 Service Levels

This service is offered at more than one service level. Full-service (White Glove) pricing contemplates that ACAPrime will compile, validate, clean, merge, reconcile, and code Client’s source data. Lower-priced service levels contemplate that Client will supply complete, filing-ready data in ACAPrime’s specified template and format. Client’s selection of a service level is subject to Section 3, and data or requests requiring a higher service level than the one enrolled will be reconciled under Sections 3.3 and 3.4.

22.3 Scope Limitations

ACAPrime’s role is limited to preparing and filing forms based on Client-provided data. ACAPrime does not independently determine which employees must be included, calculate hours of service, determine ALE status, determine affordability or minimum value, select measurement methods or safe harbors, or verify the accuracy of Client-provided data. State-specific filings are included only for states expressly identified at enrollment; additional states require separate agreement and are subject to Section 3.6.

22.4 Data Requirements

Client must provide complete and accurate data including employee demographic information (name, address, SSN), hours of service data, offer of coverage information, premium contribution amounts, and coverage dates, in the format specified by ACAPrime and at least twenty (20) business days before applicable deadlines.

22.5 Client Responsibilities

Client is solely and ultimately responsible for compliance with all ACA employer reporting requirements under federal and applicable state law. Client must: provide written authorization before ACAPrime files any forms, except as permitted under Section 7.4; review all draft forms within five (5) business days of receipt as required by Sections 5.2 and 5.6; maintain all underlying records required by law; respond to all IRS and state agency notices and correspondence; and, if employee distribution is contracted, ensure compliance with electronic delivery consent requirements.

22.6 Corrections

Corrections due to ACAPrime processing error are provided at no charge. Corrections due to Client data errors are billed at $300 per hour per Section 8.

23. ACA Reporting for Non-ALE Self-Insured Employers (Forms 1094-B and 1095-B)

23.1 Services and Deliverables

Where Client enrolls in ACAPrime’s B-series reporting service, ACAPrime will prepare and file IRS Form 1094-B and Forms 1095-B for covered individuals based solely on Client-provided data. Optional furnishing of recipient statements is available under Section 35.

23.2 Eligibility for This Service; Reclassification

The B-series reporting service is available only to employers whose reporting obligation is satisfied by Forms 1094-B and 1095-B. This generally includes an employer that is not an Applicable Large Employer for the applicable reporting year and that sponsors self-insured coverage, level-funded coverage, or an individual coverage health reimbursement arrangement (ICHRA) or other health reimbursement arrangement treated as self-insured coverage for reporting purposes. It is Client’s sole responsibility to determine whether it is an Applicable Large Employer and which form series applies to its arrangement. By enrolling in this service, Client represents that it is not an Applicable Large Employer for the applicable reporting year.

For clarity, an Applicable Large Employer that sponsors an ICHRA or other health reimbursement arrangement reports on Forms 1094-C and 1095-C, not on the B-series forms, and is not eligible for this service.

If ACAPrime determines, or Client informs ACAPrime, that Client is an Applicable Large Employer or otherwise requires reporting on Forms 1094-C and 1095-C, or that Client requires a service level involving ACAPrime’s compilation, validation, or coding of source data, the engagement is reclassified to the applicable service under Section 22 and the fee for that service applies under Sections 3.3 and 3.4, with amounts already paid credited. ACAPrime has no obligation to prepare or file Forms 1094-C and 1095-C, or to perform full-service processing, at B-series pricing. ACAPrime bears no liability for penalties arising from Client’s incorrect determination of its reporting obligation or service level.

23.3 Client Responsibilities

Client must provide complete and accurate covered-individual data, coverage months, and plan information in the format specified by ACAPrime; review draft forms within five (5) business days; authorize filing; maintain records required by law; and respond to all IRS and state agency correspondence.

24. PCORI Fee Preparation (Form 720)

24.1 Services and Deliverables

ACAPrime will calculate the PCORI fee applicable to the Client’s plan year and prepare a completed IRS Form 720 in PDF format for each EIN provided. ACAPrime will select and apply the appropriate covered lives calculation method based on Client-provided data and applicable federal guidance.

24.2 Client Responsibilities

ACAPrime’s standard PCORI service delivers a completed Form 720 in PDF format, ready for Client’s review and submission. ACAPrime does not electronically file or mail Form 720 to the IRS on Client’s behalf unless electronic filing is separately contracted in writing. Client is solely responsible for: reviewing the completed Form 720 for accuracy; filing or mailing Form 720 to the IRS by the applicable deadline (generally July 31); payment of all PCORI fees to the federal government; and maintaining records as required by law.

25. Gag Clause Prohibition Compliance Attestation

25.1 Services and Deliverables

ACAPrime will prepare and submit the annual Gag Clause Prohibition Compliance Attestation required under the Consolidated Appropriations Act, 2021, through the CMS HIOS portal on Client’s behalf, and will provide Client with confirmation of submission.

25.2 Deadline

The attestation must be submitted by December 31 of each applicable year. Client must provide all required plan arrangement information to ACAPrime with sufficient time to meet this deadline.

25.3 Client Responsibilities

Client is ultimately responsible for compliance with gag clause prohibitions in its health plan contracts and agreements. Client must provide accurate and complete information regarding plan arrangements and promptly notify ACAPrime of any plan changes affecting the attestation. Client is responsible for confirming whether its fully-insured or level-funded carrier has submitted the attestation on the plan’s behalf for the applicable year. ACAPrime’s service is limited to self-funded plan arrangements where the plan sponsor is responsible for attestation. Where a carrier has already attested, Client should notify ACAPrime before enrollment to avoid duplicate filings.

26. Prescription Drug Data Collection Reporting (RxDC)

26.1 Services and Deliverables

ACAPrime will prepare and submit the following RxDC report files to CMS through the HIOS system on Client’s behalf:

P2 – Group Health Plan List (or other P reports as needed)
D1 – Premium and Life-Years Report

ACAPrime’s standard RxDC service includes preparation and submission of the P2 and D1 reports only. Whether Client’s plan requires additional D-files (D2 through D8), Narrative Response, or Supplemental Documents depends on Client’s plan design, funding arrangement, and the extent to which the Client’s TPA, PBM, or carrier has submitted those files independently. Determining which D-files are required and whether third parties have already submitted them is Client’s responsibility. Preparation of D2 through D8 reports is available as an additional service upon request and will be separately quoted. ACAPrime is not liable for penalties resulting from omission of D-files that were not included in the Contracted Services.

Client will receive exact copies of all submitted reports and the HIOS Submission Receipt ID confirming successful submission.

26.2 Submission Authority

ACAPrime will submit reports under ACAPrime’s HIOS login on Client’s behalf unless Client elects to file under Client’s own HIOS credentials. If Client elects to self-file, ACAPrime’s filing obligation is discharged and Client assumes all submission responsibility.

26.3 Deadline

ACAPrime will submit reports on or before the June 1 annual deadline, provided Client supplies all required data and written submission approval at least five (5) business days prior to June 1. For data received less than five (5) business days before the deadline, ACAPrime will make reasonable efforts to submit but cannot guarantee timely filing, and bears no liability for resulting penalties.

26.4 Third-Party Data Coordination

RxDC reporting may require data from PBMs, TPAs, or other vendors. Client authorizes ACAPrime to coordinate with such vendors to obtain necessary data and agrees to facilitate that coordination. ACAPrime is not liable for delays or inaccuracies caused by third-party vendors.

26.5 Client Responsibilities

Client is ultimately responsible for the accuracy and completeness of RxDC reporting. Client must review draft reports before granting submission approval and notify ACAPrime of any errors. Client bears liability for penalties resulting from inaccurate or incomplete data provided by Client or its vendors.

27. CMS Creditable Coverage

27.1 Services and Deliverables

ACAPrime offers the following CMS Creditable Coverage service tiers based on Client’s plan design and complexity:

(a) Standard Service – Simplified Determination and Disclosure. For fully-insured plans and self-funded plans that clearly qualify under CMS’s simplified determination methodology, ACAPrime will: (i) review Client’s plan design and applicable carrier certification; (ii) apply CMS’s simplified non-actuarial determination method to determine creditable or non-creditable status; (iii) submit the completed CMS creditable coverage disclosure through the applicable CMS portal on Client’s behalf; and (iv) provide written documentation of the determination for Client’s compliance records. The standard service fee covers this tier. No actuarial consultant is engaged for this tier.

(b) Actuarial Determination Service. For self-funded or complex plan designs that cannot be evaluated under CMS’s simplified methodology, ACAPrime will coordinate engagement of a qualified actuary to perform a formal actuarial creditable determination. Actuary fees are separate from ACAPrime’s service fee and will be disclosed to Client before the actuary is engaged. Upon receipt of the actuarial determination, ACAPrime will submit the CMS disclosure and provide documentation to Client. This tier requires separate written agreement and pricing.

Note: Actuary consultation fees, if applicable, are third-party fees not included in ACAPrime’s standard service fee. See Section 11. Where Client enrolls in the standard tier but the plan requires the actuarial tier, Section 3 applies.

27.2 Deadline

The CMS creditable coverage disclosure is due within sixty (60) days of the start of each plan year. For calendar-year plans, this is on or around March 1. Non-calendar-year plan deadlines vary based on plan year start date. Client must provide all required information at least ten (10) business days before the applicable deadline.

27.3 Client Responsibilities

Client is ultimately responsible for timely CMS creditable coverage disclosure compliance. Client must provide accurate plan year, Rx coverage, and Medicare-eligible population information, and promptly notify ACAPrime of any plan design changes that may affect the creditable determination.

28. Wrap Plan Document and Summary Plan Description (SPD)

28.1 Services and Deliverables

ACAPrime will prepare the following ERISA-required documents based on information provided by Client:

Wrap Plan Document – A master ERISA plan document consolidating Client’s welfare benefit plans (health, dental, vision, FSA, and other applicable benefits) under a single plan structure
Summary Plan Description (SPD) – An ERISA-compliant SPD describing employees’ benefits, rights, and obligations under the plan

Both documents will be delivered in PDF format. If Client has contracted for only one of these documents, the deliverable will be limited accordingly.

28.2 Scope Limitations

ACAPrime’s service covers initial document preparation based on information provided at the time of engagement. Future amendments required due to plan changes, regulatory updates, or Client-requested modifications are not included and will be quoted separately. ACAPrime does not provide ERISA legal advice. Client should consult legal counsel regarding ERISA compliance obligations, including required plan amendments and distribution requirements.

28.3 Client Responsibilities

Client is solely responsible for: reviewing completed documents for accuracy before adoption; formally adopting the Wrap Plan Document; distributing the SPD to all eligible employees within timeframes required by ERISA; maintaining plan records as required by law; and notifying ACAPrime of plan changes requiring document amendments. Carrier-issued certificates of coverage do not satisfy ERISA’s SPD requirement; compliance with ERISA’s distribution and content standards is Client’s responsibility.

29. Section 125 / Premium Only Plan (POP) Document

29.1 Services and Deliverables

ACAPrime will prepare an IRS-compliant Section 125 Premium Only Plan (POP) document for Client’s cafeteria plan, enabling pre-tax payroll deductions for employee benefit premiums. The POP document includes provisions for HSA salary reduction contributions as a standard inclusion, at no additional fee. The completed plan document will be delivered in PDF format.

29.2 Scope Limitations

ACAPrime’s service covers initial POP document preparation based on information provided at the time of engagement. Future amendments are not included and will be quoted separately. This service does not include Section 125 nondiscrimination testing, FSA administration documents, or dependent care assistance plan documents unless separately agreed in writing.

29.3 Client Responsibilities

Client is solely responsible for: reviewing the completed POP document for accuracy; formally adopting the plan document prior to the first payroll period in which pre-tax deductions are taken; ensuring the plan is operated in accordance with IRS requirements; conducting required nondiscrimination testing; and notifying ACAPrime of plan changes requiring amendments. Client should consult legal or tax counsel regarding Section 125 compliance obligations.

30. ACA Back Filing (Prior Tax Years)

30.1 Services and Deliverables

Upon separate enrollment, ACAPrime will prepare and submit Forms 1094-C and 1095-C for prior tax years (2015 through the year preceding the current tax year) based solely on Client-provided historical data. ACAPrime will deliver draft forms for Client review and, upon written authorization, submit corrected or late filings to the IRS. Fees apply per tax year and per EIN.

30.2 Scope Limitations

ACAPrime’s service is limited to form preparation and submission based on Client-provided data. ACAPrime does not represent that late filing will eliminate, reduce, or abate any previously assessed penalty, interest, or government liability. ACAPrime does not represent Client before the IRS in connection with back-filing engagements. Client should consult qualified tax counsel regarding the legal and financial implications of late ACA filings.

30.3 Client Responsibilities

Client is solely responsible for: providing accurate historical payroll, coverage, and employee data for each applicable tax year; paying any penalties or interest assessed by the IRS in connection with late filing; reviewing and approving draft forms before submission; and maintaining records as required by law. ACAPrime bears no liability for penalties arising from inaccurate historical data provided by Client or from the IRS’s determination that penalties are not abated following late filing.

31. ACA Quality Audit and Corrections

31.1 Services and Deliverables

Upon enrollment, ACAPrime will review Client’s prior-year IRS Forms 1094-C and 1095-C as provided by Client and identify apparent errors in ACA coding, offer codes (Line 14), safe harbor codes (Line 16), covered employee counts, ALE member information, or affordability calculations. ACAPrime will deliver a written findings report identifying apparent errors observed in the data as submitted.

If Client separately enrolls in the Corrections service, ACAPrime will prepare and submit corrected Forms 1094-C and 1095-C to the IRS upon Client’s written authorization.

31.2 Scope Limitations

The audit service is a review for apparent errors based on Client-provided data and ACAPrime’s professional knowledge of ACA coding standards. ACAPrime does not warrant that all errors will be identified, that errors identified will result in penalty abatement, or that compliance with IRS requirements will be achieved following corrections. The audit service is not a legal opinion and does not constitute representation before the IRS.

31.3 Client Responsibilities

Client must provide complete prior-year filing data in ACAPrime’s required format. Client is responsible for reviewing the findings report and authorizing any corrections before submission. ACAPrime bears no liability for penalties attributable to errors in Client-provided data or for errors not identified in the audit.

32. IRS Penalty Review and Letter 226-J Response

32.1 Services and Deliverables

Upon enrollment following receipt of an IRS Letter 226-J proposing an Employer Shared Responsibility Payment (ESRP), ACAPrime will: (a) review the proposed penalty and Client’s prior-year ACA filing data; (b) identify apparent discrepancies, data errors, or coding issues supporting a response; and (c) prepare a written response document for Client’s submission to the IRS. All deliverables will be provided in draft for Client review before submission.

32.2 Scope Limitations

ACAPrime’s service is limited to preparation of written response documents. ACAPrime is not acting as Client’s legal counsel or tax representative and does not represent Client before the IRS. ACAPrime makes no guarantee that the prepared response will result in penalty reduction, elimination, or abatement. Client is solely responsible for submitting the response to the IRS by the applicable deadline. IRS Letter 226-J responses are generally due within thirty (30) days of the letter date; Client must engage ACAPrime with sufficient time for preparation and review before that deadline.

Client acknowledges that ACAPrime’s engagement for the 226-J response service does not extend, toll, or otherwise affect the IRS’s response deadline. Client’s failure to respond to the IRS by the deadline is solely Client’s responsibility.

32.3 Client Responsibilities

Client must provide complete prior-year ACA filing data, the IRS Letter 226-J, and any related IRS correspondence. Client is responsible for reviewing the draft response, requesting any revisions, and submitting the finalized response to the IRS before the applicable deadline. ACAPrime is not responsible for outcomes resulting from Client’s failure to timely submit the response or from inaccurate data provided by Client.

33. ACA Eligibility / Look-Back Measurement Review

33.1 Services and Deliverables

Upon enrollment, ACAPrime will review Client’s current ACA measurement method configuration (Monthly Measurement Method or Look-Back Measurement Method) as described by Client, identify apparent gaps or inconsistencies relative to IRS requirements, and deliver a written findings report with recommended corrective actions.

33.2 Scope Limitations

This service is a configuration review based on information provided by Client and does not constitute a legal determination of Client’s ALE status, full-time employee count, or compliance with the ACA employer mandate. ACAPrime does not independently verify Client’s payroll data, hour tracking records, or measurement period elections. This review is advisory only; Client is solely responsible for implementing any recommended changes and for the accuracy of ACA eligibility determinations made by Client’s payroll or HR systems. This service does not include ongoing Look-Back Measurement tracking or administration, which is available under Section 34.

33.3 Client Responsibilities

Client must provide accurate information about its measurement method configuration, employee classifications, plan year dates, and administrative period elections. Client is responsible for implementing recommended corrective actions and for ensuring its ACA eligibility determinations comply with applicable IRS requirements.

34. Look-Back Measurement Tracking (Ongoing)

34.1 Services and Deliverables

Where separately enrolled, ACAPrime will provide year-round tracking of variable-hour, part-time, and seasonal employees under the IRS look-back measurement method, using Client’s elected initial and standard measurement, administrative, and stability periods. ACAPrime delivers periodic tracking reports identifying employees in measurement, employees approaching full-time status, and employees attaining or losing full-time status, together with the applicable offer-of-coverage deadline for each. Tracking results feed into annual 1095-C coding where ACAPrime also performs Client’s reporting.

34.2 Client Responsibilities

Client will provide: monthly payroll files with hours of service per employee per pay period, including all hours-of-service categories (worked and paid-leave hours), delivered within ten (10) business days after each month end; hire, rehire, leave-of-absence, and termination dates; employment classification changes; measurement, administrative, and stability period elections; and timely notice of acquisitions, plan changes, or workforce events affecting eligibility. Client is responsible for making all offers of coverage and for all eligibility determinations. Tracking output is a report based on Client-supplied hours data and is not a legal determination of full-time status.

34.3 Fees

This service is billed per employee tracked during the period, subject to an annual minimum, at ACAPrime’s then-current rates, and is invoiced in advance for the applicable tracking period. Fees are subject to Section 3.6 based on actual employee counts.

35. Optional Furnishing of Recipient Statements

35.1 Print and Mail. Where elected, ACAPrime will print each recipient statement in a masked-SSN, mail-ready format and mail it by First-Class mail through ACAPrime’s production vendor to the recipient mailing address in the final approved filing data. The per-form fee includes materials and postage. Mailing is initiated only after Client’s approval of final forms. Returned or undeliverable mail is not re-mailed unless Client supplies an updated address; re-mails are billed at the per-form rate. Client will provide current and complete recipient mailing addresses in the filing data and approval of final forms at least five (5) business days before any applicable furnishing deadline.

35.2 Electronic Delivery. Where elected, ACAPrime will distribute each recipient statement by secure email link or encrypted PDF to the employer-verified email address on file. This service includes recipient access to the 1095Request.com portal, through which a recipient may request a secure copy of their form. The 1095Request.com portal is available only in conjunction with electronic delivery under this Section, and requester validation is performed only against valid email addresses supplied by Client. Client will provide employer-verified recipient email addresses; valid affirmative recipient consents to electronic furnishing as required by IRS rules (by electing this service, Client represents that such consents have been obtained and are retained); publication of 1095Request.com on Client’s applicable website properties so recipients know where to request copies; and approval of final forms before distribution. ACAPrime will notify Client of any recipients it is unable to serve, for Client to handle. ACAPrime is not responsible for non-delivery resulting from invalid, inactive, or incorrect email addresses supplied by Client or from recipient-side filtering or mailbox restrictions.

35.3 Client Responsibility for Method. Client is responsible for selecting the furnishing method for its recipient statements and for satisfying that method’s requirements, including any recipient consent, website notices, and timely responses to recipient requests. Neither furnishing service is included in any reporting service fee unless expressly stated, and each is billed at ACAPrime’s then-current rates when requested.

36. Acknowledgment and Acceptance

By enrolling in ACAPrime’s services or accessing ACAPrime.com, Client acknowledges that it has read, understood, and agrees to be bound by these Terms of Service in their entirety, including the fee reconciliation mechanism in Section 3 and the acceptance-by-conduct provisions in Sections 1.7 and 3.4.