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Terms and Conditions

Effective Date: As set forth in the applicable Proposal

PREAMBLE

By executing or accepting a Proposal that incorporates these Terms and Conditions by reference, the Employer agrees to be bound by the following terms and conditions governing the Employer's use of the Service (as defined below) provided by Premier Wayroll LLC ("WayRoll").

SECTION 1

1. Provision of Service

1.1 Access Right

Subject to the terms and conditions of these Terms and Conditions and the applicable Proposal, WayRoll hereby grants Employer a non-exclusive, non-transferable, non-sublicensable, revocable right to access WayRoll's hosted payroll, tax filing, and related HR services and software (the "Service") solely for Employer's internal business purposes. No software shall be delivered to Employer under these Terms and Conditions.

1.2 Use Restrictions

Employer shall not, and shall not permit any third party to:

1. modify, adapt, or create derivative works of the Service;
2. sublicense, lease, rent, or distribute the Service to any third party;
3. reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Service, except to the extent expressly permitted by applicable law;
4. bypass or attempt to bypass any security measures of the Service;
5. use the Service for competitive purposes or to develop a competing product or service;
6. remove, alter, or obscure any proprietary notices on the Service;
7. attempt to gain unauthorized access to the Service, its related systems, or networks; or
8. copy the Service or any portion thereof except as expressly permitted herein.

WayRoll may monitor Employer's use of the Service to ensure compliance with these Terms and Conditions.

SECTION 2

2. Use of the Service

2.1 Setup Responsibilities

Employer shall be responsible for all setup and configuration of the Service, including provisioning access for its authorized users and obtaining and maintaining all telecommunications equipment, hardware, software, and internet connectivity necessary to access and use the Service. Any assistance provided by WayRoll in connection with setup or configuration shall not constitute legal advice.

2.2 Fringe Benefits

WayRoll takes no responsibility for the administration or funding of fringe benefits payments. WayRoll will process payroll with respect to fringe benefits at Employer's request when appropriate and permitted by applicable law. WayRoll will assist with tracking accruals when practicable.

2.3 Consulting Services

WayRoll may provide consulting services as set forth in the applicable Proposal. In providing such services, WayRoll is not acting as an employer of Employer's employees and is not providing legal advice. Employer should not rely on WayRoll for legal decisions. WayRoll recommends that Employer retain qualified legal counsel for legal matters.

2.4 Third Party Providers and Other Sources of Revenue

WayRoll may subcontract portions of the Service and shall remain responsible for the performance of its Subcontractors. Certain products or services may be provided by third parties. Fees charged to Employer may include amounts attributable to such third-party products or services. WayRoll and/or third parties may receive commissions, referral fees, or similar compensation in connection with the Service. Upon reasonable written request by Employer (no more than once annually), WayRoll shall identify any material commissions or referral fees received by WayRoll. Such amounts are reflected in the Service Fees.

2.5 Employer Account

Employer is solely responsible for protecting its account credentials, passwords, and access keys. Employer shall use commercially reasonable efforts to prevent unauthorized access to its account. Employer is solely responsible for all activities and charges that occur under its account. Employer shall notify WayRoll by email within twenty-four (24) hours of any suspected or actual breach of its account security.

SECTION 3

3. Intellectual Property

3.1 Ownership

The Service is protected by intellectual property laws, including copyright, trademark, patent, and trade secret laws. All rights, title, and interest in and to the Service are and shall remain the exclusive property of WayRoll. All rights not expressly granted herein are reserved by WayRoll. No implied licenses are granted under these Terms and Conditions.

3.2 Continuous Development

WayRoll may modify or enhance the Service from time to time. New features or functionality may be made available at no additional charge. Additional functionality may require additional fees; however, Employer may continue using the generally available version of the Service without such features if Employer declines to pay such additional fees.

3.3 Feedback

Any comments or suggestions provided by Employer regarding the Service ("Feedback") shall not be considered confidential. Employer hereby grants WayRoll a worldwide, non-exclusive, irrevocable, perpetual, royalty-free license to use, reproduce, modify, distribute, and otherwise exploit such Feedback for any purpose.

3.4 Aggregated Data

WayRoll may collect de-identified and aggregated data derived from Employer Content. WayRoll shall not re-identify such data or share it with third parties unless prohibited from re-identification. WayRoll may use such de-identified and aggregated data for legitimate business purposes.

SECTION 4

4. Fees; Invoicing; Payment Terms

4.1 Fees

Employer shall pay the Service Fees as set forth in the applicable Proposal. WayRoll may revise its fees from time to time; provided, however, that any fee increase exceeding ten percent (10%) shall require at least thirty (30) days' prior written notice to Employer.

4.2 Billing, Invoicing, and Payment Terms

Fees shall be charged per billing period on or after the first day of each billing period. All fees are denominated in United States Dollars (USD). Invoiced amounts are due and payable upon receipt. Employer hereby authorizes WayRoll to auto-charge Employer's account via eCheck. All fees are nonrefundable. Employer must submit any billing disputes in writing within thirty (30) days of the invoice date; disputes not submitted within such period shall be deemed waived. Late payments shall accrue interest at the rate of one percent (1%) per month, or the highest rate permitted by applicable law, whichever is lower. WayRoll may recover all costs of collection, including reasonable attorneys' fees.

4.3 Taxes

All fees are exclusive of applicable taxes. Employer is responsible for all taxes, levies, and duties arising from these Terms and Conditions, other than taxes based on WayRoll's net income. Taxes shall be calculated based on Employer's billing address. Employer is responsible for self-remitting any applicable taxes not charged by WayRoll. All payments shall be made free and clear of any withholding taxes. Employer shall indemnify and hold WayRoll harmless from any tax-related proceedings, claims, or assessments.

4.4 Retroactive Fees or Charges

Any fee increases imposed by government agencies or third-party providers shall be passed through to Employer. WayRoll may issue invoices for such retroactive fees or charges within one hundred twenty (120) days following termination of the applicable Proposal, accompanied by reasonable documentation.

4.5 Bankruptcy

Employer shall provide immediate written notice to WayRoll upon the occurrence of any bankruptcy filing, appointment of a receiver, or insolvency event. Any wages and taxes paid or advanced by WayRoll on behalf of Employer shall be treated as outstanding wage obligations entitled to priority under applicable law. All amounts owed to WayRoll shall become immediately due and payable. WayRoll may require prefunding of all future payroll obligations. WayRoll shall have the right to set off any amounts owed by Employer against any amounts held by WayRoll on Employer's behalf.

SECTION 5

5. Employer Responsibilities

5.1 Payroll Data

Employer shall timely provide accurate and complete payroll data to WayRoll, review all processed payroll for accuracy, and bear all costs associated with corrections arising from Employer errors. Employer shall maintain all tax identification numbers and collect all required forms from its employees.

5.2 Access and Resources

Employer shall provide timely access to all data, systems, and personnel reasonably required by WayRoll to perform the Service. Delays by Employer may affect WayRoll's ability to meet applicable deadlines, and WayRoll shall not be responsible for any resulting delays or failures.

5.3 Employer Data

Employer is solely responsible for the accuracy, quality, integrity, and legality of all data provided to WayRoll, including any personal information ("Employer Data").

5.4 Information; Review of Reports

The Service relies upon information provided by Employer. Employer shall promptly review all reports generated by the Service and notify WayRoll of any errors. For wire-related reports, Employer shall notify WayRoll of errors within twenty-four (24) hours of receipt.

5.5 Legal Compliance

While the Service is designed to assist Employer with compliance, Employer is solely responsible for compliance with all applicable federal, state, and local laws and regulations. Employer shall not rely solely on the Service for legal compliance.

5.6 Change in Circumstances

Employer shall notify WayRoll of each employee's start date, title, duties, classification, codes, locations, and any changes thereto. Employer shall provide prior written notice to WayRoll before establishing new lines of business, opening new locations, or adding new class codes.

5.7 Training

Employer retains sole responsibility for the training of its employees.

5.8 Record Keeping

Employer shall maintain accurate and complete records and make such records available to WayRoll upon request. Employer shall maintain records as directed by WayRoll.

5.9 Non-Payroll Taxes

Employer is responsible for all non-payroll taxes, including sales, use, and excise taxes. Employer shall reimburse WayRoll for any such taxes paid on Employer's behalf or provide a valid exemption certificate.

5.10 Employee Licensing

If Employer's employees are required to hold professional licenses, such employees are and shall remain Employer's employees for all licensure purposes. Employer shall verify that all required licenses are current and valid and shall provide all necessary supervision and training.

5.11 Background Testing

Employer is solely responsible for conducting background checks on its employees and prospective employees.

5.12 Immigration

Employer is solely responsible for all I-9 processes and employment eligibility verification. WayRoll may provide information to assist Employer, but Employer retains sole responsibility for compliance with immigration laws. All fines and penalties arising from immigration-related matters are solely Employer's responsibility. Employer shall not engage in any discriminatory acts in connection with immigration compliance.

5.13 Employee Termination Notice

Employer shall provide timely advance notice to WayRoll for all final payments due to terminated employees. Employer shall provide sufficient notice of any wage changes. Employer is responsible for any penalties arising from late payment of final wages. Employer hereby authorizes WayRoll to add any applicable penalties to the final paycheck of a terminated employee.

5.14 Impound Services; Funding

Employer shall ensure that sufficient funds are available in Employer's designated account by the applicable funding deadline. WayRoll shall not be responsible for any penalties, interest, or other charges arising from Employer's failure to provide sufficient funds. WayRoll may transfer funds to a trust account for safekeeping; any interest earned on accounts established by WayRoll shall be the property of WayRoll. Upon annual written request by Employer, WayRoll shall provide an aggregate summary of interest earned.

5.15 Payroll Funding and Processing

Employer hereby authorizes WayRoll to debit Employer's designated account for all payroll-related amounts. Funds shall be transferred one (1) Business Day prior to the applicable check date. Wire transfer shall be required for any payroll exceeding One Hundred Thousand Dollars ($100,000.00) or where tax services are not provided by WayRoll. WayRoll shall retain any interest earned on funds held prior to disbursement.

5.16 Payroll Calendar

WayRoll will provide Employer with a payroll calendar setting forth applicable processing and funding deadlines.

5.17 Outstanding Amounts

Employer hereby authorizes WayRoll to debit Employer's designated account for the following:

1. any unpaid fees or taxes;
2. retroactive tax changes;
3. penalties, fines, or interest assessed against WayRoll as a result of Employer's actions or omissions; and
4. bank chargebacks.

5.18 Authorizations; Reversals for Non-Sufficient Funds

Employer shall maintain all authorizations necessary for WayRoll to process debits and credits to Employer's designated account. In the event of a non-sufficient funds return, Employer hereby authorizes WayRoll to reverse corresponding credits and Employer shall reimburse WayRoll within forty-eight (48) hours. WayRoll may require advance wire transfers for future payroll funding.

5.19 Pre-Note Waiver Advisory

Employer acknowledges the pre-note process used to verify bank account information. Bypassing the pre-note process increases the risk of misdirected funds and may result in additional fees.

5.20 Prior Payroll History

WayRoll will not process payroll until all prior payroll history has been provided by Employer, entered into the Service, and reconciled. Employer shall provide all prior payroll data at least one (1) month before the end of the applicable quarter. WayRoll shall not be responsible for any issues arising from incomplete or untimely prior payroll data.

SECTION 6

6. NACHA Operating Rules; Additional ACH Terms

6.1 NACHA Compliance

Both parties shall comply with the NACHA Operating Rules as in effect from time to time. Neither party shall initiate any entry that violates United States law. WayRoll may terminate or suspend the Service immediately upon any breach of the ACH Rules by Employer. WayRoll may audit Employer's compliance with NACHA Operating Rules.

6.2 ACH Authorization

Employer hereby authorizes WayRoll to create and transmit ACH files, originate ACH entries, and move funds through the ACH network on Employer's behalf in connection with the Service.

6.3 Reporting Agent Authorization

Employer may authorize WayRoll to act as its reporting agent for purposes of IRS filings; provided, however, that such authorization shall not relieve Employer of its responsibility for the accuracy and timeliness of such filings.

6.4 Provisional Credits; Settlement

All ACH credits are provisional until final settlement has occurred. Provisional credits may be reversed if final settlement is not achieved.

6.5 Funding Warranties and Controls

Employer warrants that all ACH entries will be honored and that sufficient funds will be available for all debits. WayRoll may refuse or delay processing of entries for commercially reasonable risk management reasons. WayRoll may require pre-funding via wire transfer.

6.6 Returns; Reversals; Late Funding

If any debit entry is dishonored or returned, WayRoll may:

1. reverse corresponding credits;
2. require Employer to provide funding via wire transfer by 3:00 PM Eastern Time;
3. re-submit the entry together with applicable late fees; and
4. recover all costs of collection, including reasonable attorneys' fees.

Employer guarantees the funding of all entries originated on its behalf.

6.7 Entry Changes and Cancellations

Employer shall have no right to cancel or amend any ACH entry after WayRoll's receipt thereof. WayRoll will use reasonable efforts to effect any requested changes or cancellations but shall have no liability if such changes or cancellations cannot be effected.

6.8 Indemnity for ACH Activities

Employer shall indemnify, defend, and hold harmless WayRoll from and against all claims, losses, damages, and expenses arising from or related to ACH activities, except to the extent caused by WayRoll's willful misconduct or gross negligence. Such indemnification is subject to the limitations of liability set forth in these Terms and Conditions.

6.9 Apparent Authority

WayRoll may rely on the apparent authority of any individual acting on behalf of Employer. Employer shall be responsible for any unauthorized directions given by individuals who appear to have authority to act on Employer's behalf.

6.10 Security Procedures; Commercial Reasonableness

WayRoll and its payment processors use commercially reasonable security procedures for the verification and processing of ACH entries. Employer shall be bound by any instructions verified in accordance with such security procedures.

6.11 Priority of ACH Terms

In the event of any conflict between these Terms and Conditions and the NACHA Operating Rules or ACH Terms with respect to ACH matters, the NACHA Operating Rules and ACH Terms shall control.

SECTION 7

7. Representations; Warranties; Disclaimer

7.1 Mutual Representations and Warranties

Each party represents and warrants that:

1. it has the right, power, and authority to enter into these Terms and Conditions and to perform its obligations hereunder;
2. the execution, delivery, and performance of these Terms and Conditions will not violate any other agreement to which it is a party or by which it is bound; and
3. it will comply with all applicable laws, rules, and regulations in connection with the performance of its obligations hereunder.

7.2 Employer Representations and Warranties

Employer represents and warrants that:

1. Employer maintains a legally sufficient privacy policy that complies with all applicable laws and regulations governing the collection, use, and disclosure of Personal Data;
2. Personal Data and Employer Content submitted to the Service will not infringe or misappropriate any third party's intellectual property rights, defame any person, or violate any applicable law, rule, or regulation; and
3. Employer will not distribute or transmit any viruses, malware, worms, Trojan horses, or other malicious or harmful code through the Service.

7.3 Limited Warranty

(a)

WayRoll warrants that:

1. the Service will function substantially in accordance with these Terms and Conditions;
2. WayRoll will comply with all applicable laws in the performance of the Service; and
3. the iSolved platform will conform with the service levels set forth in Exhibit B (the "Service Level Expectations" or "SLEs").

The sole and exclusive remedy for any breach of clause (iii) shall be the remedies set forth in Exhibit B. If the SLEs are not met for six (6) or more consecutive months, Employer may terminate these Terms and Conditions upon thirty (30) days' prior written notice to WayRoll without payment of any early termination fee.

(b)

The foregoing warranties shall not apply to the extent any nonconformance is caused by:

1. Employer Content or data provided by Employer;
2. Employer's computing environment or infrastructure;
3. use of the Service in combination with hardware, software, or configurations not supported by WayRoll;
4. external causes beyond WayRoll's reasonable control;
5. unauthorized access to or use of the Service; or
6. modifications to the Service made by Employer or any third party at Employer's direction.

(c)

For any breach of the warranties set forth in clauses (a) or (b) above, WayRoll shall:

1. use commercially reasonable efforts to correct the nonconformance; or
2. if WayRoll is unable to correct the nonconformance within sixty (60) days of receipt of written notice from Employer, either party may terminate these Terms and Conditions, and Employer shall be entitled to a pro-rata refund of any prepaid Service Fees for the unused portion of the then-current term.

7.4 Disclaimer

EXCEPT AS EXPRESSLY SET FORTH IN SECTION 7.3, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE." WAYROLL MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE. WAYROLL DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE, OR THAT ANY DEFECTS WILL BE CORRECTED. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY EMPLOYER FROM WAYROLL OR THROUGH THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN.

SECTION 8

8. Term; Termination

8.1 Term

These Terms and Conditions shall commence on the Effective Date set forth in the applicable Proposal. The initial term shall be twelve (12) months following the end of the Implementation Period (the "Initial Term"). Following the expiration of the Initial Term, these Terms and Conditions shall automatically renew for successive twelve (12)-month periods (each, a "Renewal Term") unless either party provides the other party with at least sixty (60) days' prior written notice of non-renewal before the end of the then-current term. The Implementation Period shall not exceed one hundred eighty (180) days unless otherwise agreed to in writing by the parties.

8.2 Termination by WayRoll

WayRoll may terminate these Terms and Conditions upon thirty (30) days' prior written notice to Employer if:

1. Employer materially breaches these Terms and Conditions and fails to cure such breach within such thirty (30)-day notice period;
2. Employer fails to make any payment when due and such nonpayment continues for ten (10) days after written notice thereof;
3. Employer becomes the subject of a voluntary or involuntary petition in bankruptcy, a proceeding for receivership, or any other insolvency proceeding; or
4. any money judgment against Employer remains unsatisfied for a period of thirty (30) days.

8.3 Termination by Employer

Employer may terminate these Terms and Conditions upon sixty (60) days' prior written notice to WayRoll if WayRoll materially breaches these Terms and Conditions and fails to cure such breach within sixty (60) days after receipt of written notice from Employer specifying the nature of the breach. Any termination by Employer under this Section 8.3 shall not be subject to any early termination fee.

8.4 Suspension or Modification of Services

WayRoll may modify its funding authorization requirements and may suspend or terminate the Service, in whole or in part, if:

1. Employer fails to fund its payroll account or any payment is returned for nonsufficient funds;
2. Employer fails to satisfy eligibility requirements for the Service;
3. any agent or representative of Employer is indicted for fraud or any financial crime; or
4. Employer breaches any material term of these Terms and Conditions.

8.5 Effect of Termination

Upon termination or expiration of these Terms and Conditions, WayRoll shall have no obligation to make any further tax filings or payroll payments on behalf of Employer. Any trust funds held by WayRoll on Employer's behalf shall be returned to Employer, less any amounts owed to WayRoll. Employer shall remain responsible for all accrued and unpaid fees, including any setup fees, through the effective date of termination.

8.6 Early Termination Fee

If Employer terminates these Terms and Conditions during the Initial Term for any reason other than as permitted under Sections 8.2 and 8.3, Employer shall pay an early termination fee equal to the total remaining Service Fees that would have been payable for the remainder of the Initial Term, calculated based on the average monthly Service Fees during the preceding three (3) months (or such shorter period if three months have not elapsed).

8.7 Survival

Sections 1.2 (Use Restrictions), 3 (Intellectual Property), 4 (Fees; Invoicing; Payment Terms), 5.1–5.3 (Employer Content; Personal Data), 6 (ACH and NACHA Provisions), 7.3–7.4 (Limited Warranty; Disclaimer), 8.5–8.6 (Effect of Termination; Early Termination Fee), 9 (Confidentiality; Data Security), 10 (Security Procedures; Banking Reliance; Risk), 11 (Indemnification), 12 (Limitations of Liability), and 14.1–14.12 (Miscellaneous) shall survive any termination or expiration of these Terms and Conditions, together with any provisions relating to fees, indemnification, confidentiality, limitations of liability, dispute resolution, and ACH/NACHA obligations. All payment obligations shall survive until paid in full.

SECTION 9

9. Confidentiality; Data Security

9.1 Confidential Information

"Confidential Information" means any and all information relating to a party's business, technology, products, or services that is disclosed by one party (the "Disclosing Party") to the other party (the "Receiving Party") under these Terms and Conditions, including trade secrets as defined under the Defend Trade Secrets Act of 2016 ("DTSA"). Confidential Information includes information that is labeled or designated as "confidential" or "proprietary," or that, given the nature of the information or the circumstances of its disclosure, would commonly be regarded as confidential. The Service, its underlying technology, and all related documentation shall be deemed WayRoll's Confidential Information.

9.2 Protection of Confidential Information

The Receiving Party shall not use or disclose Confidential Information of the Disclosing Party except as necessary for the performance of its obligations or the exercise of its rights under these Terms and Conditions. The Receiving Party shall limit access to Confidential Information to those employees, agents, and contractors who have a need to know and who are bound by confidentiality obligations at least as protective as those contained herein. The Receiving Party shall protect the Disclosing Party's Confidential Information with at least the same degree of care as it protects its own confidential information, but in no event less than reasonable care. Upon the Disclosing Party's written request or upon termination or expiration of these Terms and Conditions, the Receiving Party shall promptly return or destroy all Confidential Information of the Disclosing Party in its possession or control and shall certify compliance with this obligation in writing.

9.3 Exceptions

The obligations set forth in this Section 9 shall not apply to information that:

1. is or becomes publicly available through no fault of the Receiving Party;
2. is lawfully obtained by the Receiving Party from a third party without restriction on disclosure;
3. was already known to the Receiving Party prior to disclosure, as demonstrated by clear and convincing evidence; or
4. is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information.

Notwithstanding the foregoing, the Receiving Party may disclose Confidential Information if required by law, regulation, or court order, provided that the Receiving Party gives prompt written notice to the Disclosing Party (to the extent permitted by law) and cooperates with the Disclosing Party's efforts to obtain a protective order or other appropriate remedy.

9.4 Remedies

Each party acknowledges that a breach or threatened breach of this Section 9 may cause irreparable harm for which monetary damages would be an inadequate remedy. The Receiving Party agrees not to oppose any request by the Disclosing Party for injunctive or other equitable relief in connection with any actual or threatened breach of this Section 9, without the necessity of proving actual damages or posting any bond.

9.5 Data Security and Breach Notification

WayRoll shall maintain commercially reasonable administrative, technical, and physical safeguards designed to protect the security, confidentiality, and integrity of Employer's Confidential Information and Personal Data. In the event of a Security Incident (defined as any unauthorized access to, acquisition of, use of, or disclosure of Confidential Information or Personal Data), WayRoll shall provide written notification to Employer within seventy-two (72) hours of becoming aware of such Security Incident. WayRoll shall investigate the Security Incident and take commercially reasonable steps to mitigate its effects. WayRoll shall cooperate with Employer in connection with any notifications required by applicable law. Notwithstanding the foregoing, a Security Incident shall not include unsuccessful attempts to penetrate computer networks or services, including pings, port scans, failed login attempts, or denial-of-service attacks.

SECTION 10

10. Security Procedures; Banking Reliance; Risk

10.1 Security Procedures

WayRoll shall implement and maintain commercially reasonable security procedures for authenticating instructions, entries, and authorizations submitted by or on behalf of Employer. Such security procedures may include, without limitation, unique file identifiers, passwords, encryption protocols, and verification callbacks. WayRoll may modify security procedures from time to time upon reasonable notice to Employer.

10.2 Authentication and Binding Effect

Employer shall be bound by any instructions, entries, and authorizations that are verified in accordance with the applicable security procedures, regardless of whether such instructions were actually authorized by Employer. Employer shall maintain internal safeguards and controls sufficient to prevent unauthorized access to its accounts and shall promptly notify WayRoll of any suspected or actual compromise of its security credentials.

10.3 Banking Reliance; Right to Decline or Delay

WayRoll, its payment processors, and any Originating Depository Financial Institution ("ODFI") may rely on the applicable security procedures in verifying the authenticity of instructions, entries, and authorizations. Neither WayRoll, its payment processors, nor any ODFI shall have any liability for acting on instructions that have been verified in accordance with the applicable security procedures or for declining or delaying the processing of any instruction, entry, or authorization.

10.4 Funding, Prefunding, and Risk Controls

WayRoll may require Employer to prefund payroll accounts, impose transaction limits, or implement other risk controls as WayRoll deems commercially reasonable. WayRoll may refuse, suspend, reverse, or delay the processing of any entry or transaction for commercially reasonable reasons, including insufficient funds, suspected fraud, or regulatory concerns.

10.5 Fraud Monitoring; OFAC and Legal Compliance

WayRoll may implement fraud monitoring systems, sanctions screening procedures (including screening against the Office of Foreign Assets Control ("OFAC") Specially Designated Nationals and Blocked Persons List), and other compliance measures. WayRoll may reject, block, or delay any transaction that WayRoll reasonably believes may violate applicable law or regulation. Employer represents and warrants that no entries submitted by Employer will violate any United States federal or state law or regulation.

10.6 Limitation on Claims Period; Error Resolution

Employer shall notify WayRoll in writing of any error, unauthorized transaction, or discrepancy within sixty (60) days of the date of the applicable transaction. WayRoll shall investigate and provide its findings within thirty (30) business days of receipt of such notification. WayRoll shall correct any verified errors in a commercially reasonable manner. Employer's failure to notify WayRoll within such sixty (60)-day period shall constitute a waiver of any claim related to such transaction.

10.7 Records; Cooperation; Audit Trail

WayRoll may retain records, logs, and audit trails of all transactions, instructions, and authorizations processed through the Service. Such records shall be deemed conclusive evidence of the transactions to which they relate, absent manifest error. Employer shall maintain its own independent records and shall cooperate with WayRoll in connection with any investigation, audit, or inquiry.

10.8 Allocation of Risk

Employer shall bear all risk of loss arising from:

1. unauthorized or erroneous instructions that have been verified in accordance with the applicable security procedures; or
2. any failure by Employer to maintain adequate internal safeguards and controls.

WayRoll shall not be liable for any losses arising from instructions that were not authenticated in accordance with the applicable security procedures or from delays in processing caused by Employer's failure to timely fund its accounts.

SECTION 11

11. Indemnification

11.1 Indemnification of Employer

(a)

WayRoll shall defend, indemnify, and hold harmless Employer and its officers, directors, employees, agents, successors, and permitted assigns from and against any and all third-party claims, actions, suits, proceedings, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:

1. WayRoll's material breach of these Terms and Conditions; or
2. any claim that the Service infringes or misappropriates any third party's intellectual property rights.

(b)

If the Service is or, in WayRoll's reasonable opinion, is likely to become the subject of an infringement claim, WayRoll may, at its sole option and expense:

1. procure for Employer the right to continue using the Service;
2. replace or modify the Service so that it becomes non-infringing without materially diminishing its functionality; or
3. if neither (i) nor (ii) is commercially practicable, terminate these Terms and Conditions and refund to Employer any prepaid Service Fees for the unused portion of the then-current term.

(c)

The foregoing indemnification obligations shall not apply to claims arising from or related to:

1. Employer Content;
2. unauthorized use of the Service;
3. use of the Service in combination with any products, services, or technologies not provided or approved by WayRoll;
4. modifications to the Service made by Employer or any third party at Employer's direction; or
5. designs, specifications, or requirements furnished by Employer (collectively, "Employer Indemnity Responsibility").

This Section 11.1 sets forth Employer's sole and exclusive remedy with respect to any intellectual property infringement claims.

11.2 Indemnification of WayRoll

Employer shall defend, indemnify, and hold harmless WayRoll and its officers, directors, employees, agents, successors, and permitted assigns from and against any and all third-party claims, actions, suits, proceedings, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:

1. any Employer Indemnity Responsibility; or
2. Employer's material breach of these Terms and Conditions.

11.3 Procedure

The indemnification obligations set forth in this Section 11 are subject to the following conditions:

1. the indemnified party shall provide prompt written notice of any claim to the indemnifying party (provided that failure to provide prompt notice shall not relieve the indemnifying party of its obligations except to the extent it is materially prejudiced thereby);
2. the indemnifying party shall have sole control of the defense and settlement of any such claim (provided that the indemnifying party shall not settle any claim that imposes any obligation on the indemnified party without the indemnified party's prior written consent, which shall not be unreasonably withheld); and
3. the indemnified party shall cooperate fully with the indemnifying party in the defense and settlement of any such claim, at the indemnifying party's expense.

SECTION 12

12. Limitations of Liability

12.1 Types of Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR TO ANY THIRD PARTY FOR ANY SPECIAL, INDIRECT, EXEMPLARY, PUNITIVE, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, LOST REVENUE, LOST DATA, BUSINESS INTERRUPTION, OR THE COST OF PROCURING SUBSTITUTE GOODS OR SERVICES, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION SHALL APPLY TO BOTH DIRECT CLAIMS AND CLAIMS FOR INDEMNIFICATION UNDER THESE TERMS AND CONDITIONS.

12.2 Liability Cap

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS AND CONDITIONS, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, SHALL NOT EXCEED AN AMOUNT EQUAL TO TWO TIMES (2X) THE TOTAL SERVICE FEES ACTUALLY PAID BY EMPLOYER TO WAYROLL DURING THE TWELVE (12)-MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY.

12.3 Exclusions

The limitations and exclusions set forth in Sections 12.1 and 12.2 shall not apply to or limit either party's liability for:

1. a breach of its confidentiality obligations under Section 9;
2. death or personal injury resulting from a party's negligence; or
3. a party's willful misconduct or fraud.

12.4 ACH Decisions; Delays

Neither WayRoll, its payment processors, nor any ODFI shall be liable for any losses arising from instructions that were not authenticated in accordance with the applicable security procedures, delays resulting from failed authentication or untimely funding by Employer, or any decision by a bank or financial institution to withhold, freeze, or decline a transaction. Employer shall be responsible for all processing charges incurred in connection with any such transactions.

SECTION 13

13. Force Majeure

13.1 Force Majeure Events

Neither party shall be liable or responsible for any failure or delay in the performance of its obligations under these Terms and Conditions (other than payment obligations) to the extent such failure or delay is caused by acts or events beyond the reasonable control of such party, including, without limitation, acts of God, flood, fire, earthquake, explosion, war, terrorism, invasion, riot or other civil unrest, government action, embargoes, states of emergency, telecommunications breakdowns, power outages or fluctuations, lack of adequate warehouse or storage facilities, inadequate transportation facilities, or the inability to obtain necessary supplies, materials, or components.

13.2 Notice and Termination

The affected party shall provide prompt written notice to the other party of the force majeure event and its expected duration. If the force majeure event continues for a period of thirty (30) consecutive days, the other party may terminate these Terms and Conditions upon written notice.

SECTION 14

14. Miscellaneous

14.1 Entire Agreement

These Terms and Conditions, together with the applicable Proposal and all exhibits and schedules hereto, constitute the sole and entire agreement between the parties with respect to the subject matter hereof and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter. In the event of any conflict among the documents comprising these Terms and Conditions, the following order of precedence shall apply:

1. the NACHA Rules, to the extent required by applicable law;
2. Section 6 with respect to ACH-related matters;
3. the Exhibits attached hereto;
4. Section 10 with respect to non-ACH security matters; and
5. Section 12 with respect to remedies and liability.

14.2 Relationship of Parties

Nothing in these Terms and Conditions shall be construed to create any agency, joint venture, partnership, or employment relationship between the parties. Neither party shall have any authority to bind or commit the other party. WayRoll is an independent contractor of Employer.

14.3 Notices

All notices, requests, consents, claims, demands, waivers, and other communications hereunder shall be in writing. Notices shall be deemed given:

1. when delivered personally, on the date of delivery;
2. when sent by registered or certified mail (postage prepaid, return receipt requested), on the third (3rd) Business Day after mailing; or
3. when sent by overnight courier (with all fees prepaid), on the first (1st) Business Day following dispatch.

14.4 Severability

If any provision of these Terms and Conditions is held to be invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other provision of these Terms and Conditions or invalidate or render unenforceable such provision in any other jurisdiction.

14.5 Amendment and Modification; Waiver

No amendment to or modification of these Terms and Conditions shall be effective unless it is in writing and signed by an authorized representative of each party. No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. No waiver shall be effective unless it is in writing and signed by the waiving party. No failure or delay by either party in exercising any right, power, or privilege hereunder shall operate as a waiver thereof.

14.6 Governing Law; Submission to Jurisdiction

These Terms and Conditions shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to any choice or conflict of law provision or rule. Any dispute, controversy, or claim arising out of or relating to these Terms and Conditions shall be subject to the exclusive jurisdiction of the courts of the State of New York.

EXHIBIT A

Exhibit A

iSolved Terms

The Service utilizes the iSolved platform, a proprietary human capital management software application developed, owned, and operated by iSolved Network ("iSolved Network"). Employer's access to and use of the iSolved platform is subject to the following additional terms and conditions.

1. Object Code Only

Employer shall access and use the iSolved platform solely in object-code form as made available through the Service. Employer shall not access, request, or attempt to obtain the source code of the iSolved platform in any manner.

2. Restrictions on Use

In addition to the use restrictions set forth in Section 1.2 of the Terms and Conditions, Employer shall not, and shall not permit any third party to:

1. lease, loan, resell, or otherwise distribute access to the iSolved platform to any third party;
2. use the iSolved platform to operate a service bureau, timesharing service, or similar arrangement for the benefit of third parties;
3. reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, algorithms, or data structures of the iSolved platform;
4. introduce any virus, worm, Trojan horse, or other harmful or malicious code into the iSolved platform;
5. use automated scripts, bots, or other means to scrape, crawl, or extract data from the iSolved platform except as expressly permitted;
6. impersonate any person or entity or misrepresent Employer's affiliation with any person or entity in connection with the iSolved platform;
7. interfere with or disrupt the integrity or performance of the iSolved platform or any related systems;
8. infringe or misappropriate any intellectual property rights of iSolved Network or any third party;
9. impose an unreasonable or disproportionately large load on the iSolved platform's infrastructure;
10. conduct any vulnerability scanning, penetration testing, or security assessment of the iSolved platform without the prior written consent of WayRoll and iSolved Network; or
11. use the iSolved platform for any purpose that is unlawful, fraudulent, or otherwise prohibited by these Terms and Conditions.

3. Suspension

If Employer fails to make any payment when due and such nonpayment continues for more than ten (10) days, WayRoll may suspend Employer's access to the iSolved platform. If such nonpayment continues for more than thirty (30) days, WayRoll may terminate Employer's access to the iSolved platform. WayRoll may immediately suspend Employer's access to the iSolved platform if Employer violates any of the restrictions set forth in Section 2.

4. Ownership and Title

All rights, title, and interest in and to the iSolved platform, including all intellectual property rights therein, are and shall remain the exclusive property of iSolved Network. Nothing in these Terms and Conditions shall be construed to transfer any ownership rights in the iSolved platform to Employer. Employer's right to use the iSolved platform is limited to the access right granted herein, conditioned upon Employer's timely payment of all applicable Service Fees.

5. Third-Party Beneficiary

iSolved Network is an express third-party beneficiary of this Exhibit A and these Terms and Conditions. iSolved Network shall have the independent right to enforce the provisions of this Exhibit A and any other provisions of these Terms and Conditions that relate to the iSolved platform, directly against Employer.

6. No Agency Relationship

WayRoll is an independent contractor of iSolved Network. Nothing in these Terms and Conditions shall be construed to create any agency, joint venture, partnership, or employment relationship between WayRoll and iSolved Network.

7. Disclaimer; Release of Liability

7.1

The iSolved platform is provided on an "AS IS" and "AS AVAILABLE" basis. iSolved Network makes no warranties, express or implied, with respect to the iSolved platform, including, without limitation, any implied warranties of merchantability, fitness for a particular purpose, title, or non-infringement.

7.2

EMPLOYER HEREBY RELEASES ISOLVED NETWORK AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND AFFILIATES FROM ANY AND ALL CLAIMS, DAMAGES, LOSSES, LIABILITIES, COSTS, AND EXPENSES (INCLUDING REASONABLE ATTORNEYS' FEES) ARISING OUT OF OR RELATED TO EMPLOYER'S USE OF THE ISOLVED PLATFORM. IN NO EVENT SHALL ISOLVED NETWORK BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO EMPLOYER'S USE OF THE ISOLVED PLATFORM.

EXHIBIT B

Exhibit B

iSolved Service Level Terms

1. System Availability

WayRoll shall use commercially reasonable efforts to ensure that the iSolved platform is available ninety-nine and one-half percent (99.5%) of the time, measured on a monthly basis. This availability commitment is conditioned upon Employer's internet connection operating at or below seventy-five percent (75%) utilization and Employer's personal computer being configured in accordance with iSolved's published documentation. System availability excludes any downtime caused by factors beyond the reasonable control of iSolved Network or WayRoll, including Scheduled Maintenance and Emergency Maintenance (as defined below).

2. Disaster Recovery

WayRoll and iSolved Network shall maintain disaster recovery capabilities with a Recovery Time Objective ("RTO") of twelve (12) hours and a Recovery Point Objective ("RPO") of twenty-four (24) hours.

3. System Availability Formula

System availability shall be calculated using the following formula:

4. Service Credits

If system availability falls below ninety-nine and one-half percent (99.5%) for at least three (3) consecutive months in any calendar year, Employer shall be entitled to service credits calculated as follows: (Total downtime hours, exclusive of Scheduled Maintenance and Emergency Maintenance, divided by total hours per month) multiplied by (trailing twelve (12) months' per-employee-per-month ("PEPM") fees divided by twelve (12)).

The maximum service credit in any calendar year shall not exceed one-twelfth (1/12) of the trailing twelve (12) months' PEPM fees. To be eligible for service credits, Employer must be current on all payment obligations under these Terms and Conditions. Service credits shall constitute Employer's sole and exclusive remedy for any failure to meet the system availability commitment set forth in Section 1.

5. Exclusions

The service level commitments set forth in this Exhibit B shall not apply to downtime or performance degradation caused by:

1. errors in custom application coding;
2. unauthorized changes to software configurations;
3. unauthorized changes to hardware configurations; or
4. failure of components or systems not owned, operated, or controlled by iSolved Network or WayRoll.

6. Scheduled Maintenance

Scheduled Maintenance shall occur on the second Saturday of each month between 9:00 AM Eastern Time and 9:00 PM Eastern Time. All maintenance activities shall be planned to minimize disruption to Employer's use of the iSolved platform and shall be scheduled outside of standard business hours whenever possible.