FSAok® AutoCopay™ TERMS AND CONDITIONS

The Service. By registering for this Service you are establishing an EasyCopay account maintained by EasyCopay. Your pharmacist may submit a claim to us for payment for the amount that you owe (A) for prescriptions ordered, each time prescriptions are ordered by you or on your behalf, and (B) other medical expenses such as over-the-counter medicines. You can update your EasyCopay account by visiting our website at www.EasyCopay.com/AutoCopay and completing your online registration for such services.

When we charge your credit and/or debit card, you will be purchasing "CopayCredits" from Us. CopayCredits are electronic coupons that can only be for medical products and services through an EasyCopay or an FSAok participating pharmacy provider. CopayCredits have no cash value.

We may enable a participating pharmacy to charge your registered credit or debit card, and may facilitate that transaction on your behalf. We will only do this if the pharmacy indicates by submitting a claim to us that your EasyCopay account information has been lawfully provided to them and that you have given them the right to charge your account. In that case you would be purchasing CopayCredits directly from that pharmacy provider, and they are may be redeemed for health care products only at that pharmacy.

When you select a pharmacy on our system, you are asking that we provide your information to them on your behalf. During or subsequent to your registering for an EasyCopay account, you may directly or indirectly inform us of your election to use one or more participating pharmacies (for example, you may select one or more pharmacies on our website, or a pharmacy may submit a claim to us in an attempt to charge your account), we may provide them with information about you and your account in order to facilitate your use of the Service at those pharmacies. In this case we provide pharmacies with the sort of information that is typically provided to pharmacies by their customers such as your EasyCopay ID number, name, address and date of birth, the names and dates of birth of your dependents and third-party insurance information; and we may also provide them with other information that may assist us in facilitating your use of the EasyCopay Service and protecting your EasyCopay account.

We may decline transactions for any reason. When we receive claims from your pharmacy provider, we attempt to determine which of the items claimed are FSA-eligible by matching your purchases to a list of items commonly recognized as FSA-eligible (note that among other things, we typically consider to be FSA-eligible, all physician prescribed prescription drugs). Payments with a health debit card shall only be authorized for eligible items at FSAok-participating pharmacies. Not all pharmacies that participate in EasyCopay also participate in FSAok. If an item is not authorized by us as for health spending account purchases (such as by an FSA account) then we will attempt to authorize payment by another one or more of your registered cards. We may also decline transactions for other reasons at our sole discretion. If payment of a claim is authorized, we may first use any of your unused CopayCredits then for any remaining balance we will attempt to charge one or more of the registered credit and/or debit cards in the amount of the remaining balance owed, up to the full amount of the claim. Your pharmacist can inform you of the amount paid using EasyCopay; and normally this information is printed on the prescription information given to you by the pharmacist.

When You register your credit and debit cards we may attempt to authorize and reverse a payment of up to $2.00 on each such card to confirm that it is active and properly registered. You acknowledge that your bank may temporarily reduce your available balance by that amount.

Refund Policy: Purchases of CopayCredits that you make from us are not refundable unless made as a direct result of our error or if we determine at our sole discretion that the charges were fraudulent. CopayCredits expire if not used within 12 months. You are responsible for all usage of your EasyCopay account. If a claim for a prescription or other medical expense is authorized on your behalf, refunds of CopayCredits are generally not permitted except under extraordinary circumstances, which do not include failing to pick-up an ordered prescription. Refunds made are made EasyCopay's sole discretion, and any refund provided does not obligate EasyCopay to any other refunds even if the circumstances related to such transaction are identical to the one previously refunded. See a copy of our refund policy at www.FSAok.com/AutoCopay.

Warning: If your EasyCopay account is lost or stolen it is your responsibility to notify us as your account may be used without your consent. EasyCopay will have no liability for any unauthorized use and any related charges to your registered credit and/or debit cards. If you believe someone has gained unauthorized access to your EasyCopay account number, you must inform us immediately by contacting us at www.FSAok.com/AutoCopay. You will be responsible for any charges made in connection with your account before we have received notice from you to suspend it.

If your Account has unauthorized use we will attempt to facilitate refunds of unauthorized payments from pharmacy provider that received the fraudulent or erroneous payment(s) from your EasyCopay account. You hereby agree that pharmacies may not have an obligation to provide a refund, and under no circumstances will we be responsible to you for refunds of payments from your EasyCopay account.

We contact you using the methods that you have registered with us. You agree (1) to provide your valid email address to us or your cell phone number capable of receiving SMS text messages (Note your mobile phone provider may charge you to receive text messages), (2) that we shall transmit electronically electronically via email and/or SMS text message to your cell phone any and all notices relating to this Agreement and other communications regarding EasyCopay including notices that may contain personal health data relating to you and/or your family members for whom you use your EasyCopay account, (3) that if you use your account for a family member's copayments, you shall only do so if they authorize you after receiving having been notified of our policy regarding electronic communications to you, (4) that if you have not provided a valid email or cell phone SMS address, you are directing us to deliver notices to you to the email addresses that you provided, (5) that we may deliver notices and other communications to you by US Mail or other common carrier to any of your addresses that you have provided to us or that we learn from a third-party is your address, (6) that if we have reason to believe that the email address that you provided to us may be incorrect or invalid, your further agree that we may charge a fee to you for communications that we deliver to you by US Mail or other common carrier, (7) that all email and SMS notices to you are deemed received when sent by us, and notices sent by First Class US Mail or other common carrier shall be deemed received seven calendar days after being mailed or the scheduled delivery date if earlier, (8) that we may attempt to send you a message notifying you each time your EasyCopay account is used, (9) that messages to you may contain information relating to other (including third party) products and service offers that we determine may be of interest to you, and that provided that we do not share your personal health information with third parties in order to do so, we may use it to help us determine which of such offers may be of interest to you, (10) that you may opt out or terminate your EasyCopay Service if you do not wish to continue receiving notices from us, (11) that you will use our website to update your email and cell phone contact information, (12) that updates to this Agreement become effective, and you will be duly notified of such changes, when they are posted to this website, and (13) you may terminate Service at any time by notifying us as stated below.

EasyCopay is the sole provider of the EasyCopay Service. If you signed up for your EasyCopay Account at a pharmacy, you acknowledge that the pharmacy has acted as our agent for the sole and limited purpose of obtaining and providing us with your registration information, and that it has no liability to you in connection with providing it to us.

Authorizations: In electing to have us process EasyCopay claims, you authorize and direct (1) your pharmacy provider to send, and us to receive, use and store, pharmacy claims, including personally identifiable medical treatment information, for payment from your EasyCopay Account, (2) us to charge your registered credit and/or debit cards for sufficient CopayCredits to pay EasyCopay claims approved by us, (3) us to provide such information for charges to your "FSA debit" or similar health spending account payment card transactions to the bankcard processor, issuer, third party administrator or employee benefits administrator of such account as we reasonably determine to be necessary in connection with your use of such payment cards, (4) us to provide information including personal health information relating to the purchase and use of CopayCredits in your EasyCopay account to the banks and processors who participate in payments from you for the CopayCredits if a chargeback or inquiry that may result in chargeback has been initiated, and (5) us to operate the Service as defined in these Terms and Conditions. You agree that the authorizations you provide here shall remain valid for at least all claims that we process on your account. As long as we store your information, we will make reasonable efforts to protect its confidentiality, and will only disclose it to third-parties as defined herein, if directed by you or if required by law. You agree that we may replace registered bankcard information with updated information gained through a third-party for replacement cards. If you choose, additional bankcard registrations and updates to your EasyCopay Account may be done on your behalf by your pharmacist electronically. Such registrations and updates are subject to the same terms and conditions of this Agreement as if registered or updated by you on this website.

LIMITED POWER OF ATTORNEY: You hereby appoint EasyCopay as our attorney in-fact to represent you for the limited purposes of (1) collecting your information related to EasyCopay claims that we process, (2) pursuant to authorized requests to present such information to employee benefit administrators and their agents; (3) to receive and present your information regarding your employee benefits and claims; and (4) to represent to providers of any such information, their right (and as appropriate their obligation) to provide such information to us on your behalf.

Acceptable use. You shall not rely upon the EasyCopay or FSAok service for medical Advice, choosing or managing any specific treatment, or tax advice. You are responsible to ensure that use of your EasyCopay account and registered cards complies with applicable laws, rules, regulation and agreements including, if applicable, rules for your particular FSA, HSA or HRA account: (1) you will not use your EasyCopay account to make payments for any person other than you, or your applicable dependents, spouse or domestic partner, and (2) if you use a health debit card in connection with your EasyCopay Account, you will only use your EasyCopay Account FOR ELIGIBLE EXPENSES THAT HAVE NOT BEEN, nor WILL BE, REIMBURSED UNDER ANOTHER BENEFIT PLAN or CLAIMED AS AN INCOME TAX DEDUCTION. You agree that (A) you shall not rely on this service to identify, secure or maintain documentation or records that you are required by law or agreement to keep, including proof of your expenses, even if it is sufficiently documented by notices that we send to you; (B) you shall not rely on EasyCopay to verify receipt of communications by you to us or by us to you or other intended recipients; (C) we can rely upon the information that you provide to us and that you shall only represent to us your true legal identity; (D) use of the Service is only for purposes that are authorized by EasyCopay, and consistent with these Terms and Conditions and all applicable laws, rules and regulations; and (E) Your EasyCopay account number and the numbers of registered credit and debit cards (collectively, the "Password") are intended for your sole use not to be provided to third parties, and are used to identify you to provide you with access to your account information on the EasyCopay website and certain other services that involve information about you; and neither EasyCopay nor any other entity that provides information in connection with the Service shall be liable to you for the use or misuse of your Password, whether or not authorized by you. You agree to notify EasyCopay immediately of any unauthorized use of your Password or of any need to deactivate the Password(s) associated with your EasyCopay account.

Indemnity and Disclaimers. By using the Service you agree to indemnify and hold harmless EasyCopay, its officers, directors, employees, successors, agents, and affiliates for any and all claims, damages, losses, and causes of action (including attorney's fees and court costs) arising out of or relating to your breach or alleged breach of these Terms and Conditions (including without limitation, claims made by third parties for infringement of intellectual property rights). We reserve the right to assume the exclusive control over the defense and settlement of any matter subject to indemnification by you. Services are provided on an "as-is" basis without expressed or implied warranties, including without limitation, warranties or implied warranties of title, Service merchantability, fitness for a particular purpose, non-infringement, service quality, accuracy, service completeness, validity, that it will be uninterrupted, error-free, or that defects will be corrected.

Limitation of Liability. NEITHER EASYCOPAY, NOR ANY EASYCOPAY-PARTICIPATING or FSAok-PARTICIPATING PHARMACY, NOR THEIR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUCCESSORS, OR AFFILIATES ARE RESPONSIBLE OR LIABLE FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR OTHER INDIRECT DAMAGES OR LOSS OF PROFITS, LOSS OF DATA OR LOSS OF USE DAMAGES, THAT RESULT FROM ANY ERROR OR OMISSION RELATING TO THE SERVICES,THE USE OF, OR THE INABILITY TO USE, SERVICES, EVEN IF EASYCOPAY, ANY PROVIDER OF EASYCOPAY OR FSAOK INFORMATION HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL EASYCOPAY'S TOTAL LIABILITY TO YOU FROM ALL DAMAGES, LOSSES, AND CAUSES OF ACTION RESULTING FROM YOUR USE OF THIS SITE OR PARTICIPATION IN THE EASYCOPAY OR FSAOK SERVICE, WHETHER IN CONTRACT, STRICT LIABILITY OR OTHERWISE, EXCEED THE GREATER OF (A) THE MAXIMUM AMOUNT OF FEES CHARGED TO YOU FOR THE FSAOK SERVICE LESS PAYMENTS TO PHARMACY PROVIDERS ON YOUR BEHALF, OR (B) ONE DOLLAR PER MONTH FOR EACH CALENDAR MONTH DURING WHICH YOU VISITED AND LOGGED INTO THE FSAok WEBSITE TO USE THE FSAok SERVICE.

Miscellaneous. Notices to EasyCopay from you must be delivered via Certified US Mail to Attn: Legal Dept, EasyCopay, 2 Walnut Grove Drive, STE 110, Horsham PA 19044, with Copy to Attn: Legal Dept, EasyCopay, PO Box 448, Villanova, PA 19085. EasyCopay operates the Service from its offices and computer server sites within the United States. EasyCopay makes no representation that the Service is available for use outside the United States nor does it make any representations of or warrant availability of the Service. These Terms and Conditions shall be governed and construed in accordance with the laws of the State of New York without regard to the choice of law provisions of any jurisdiction. You agree that any legal action or proceeding between you and EasyCopay in any way related to these Terms and Conditions shall be brought exclusively in a court of a competent jurisdiction sitting in Philadelphia, Pennsylvania. This Service and all its contents are the property of Finpago, Inc. DBA EasyCopay and its affiliates and licensors, and are protected from unauthorized copying and distribution. FSAok is a registered trademark, and EasyCopay, AutoCopay and Finpago are trademarks of EasyCopay. All other logos or product names are trademarks of their respective owners. Any cause of action or claim you may have against or involving EasyCopay must be commenced within one year after the cause of action arises. Failure to enforce or insist on strict performance of any provision of these Terms and Conditions shall not be construed as a waiver of any provision or right. EasyCopay may without notice to you assign its rights and duties under these Terms and Conditions to any party at any time. Neither the trade practice nor the course of conduct between you and EasyCopay shall modify any provisions of these Terms and Conditions. The invalidity or unenforceability of any provision shall not in any way affect the validity or enforceability of the remainder of these Terms and Conditions. These Terms and Conditions constitutes the entire agreement between you and EasyCopay, and it supersedes all prior agreements, representations, proposals and other communications with respect to the service.