Terms

These additional terms are part of the Payroll Services Agreement ("Services Agreement") between Inflection HR LLC ("Provider") and the Customer identified in the Services Agreement ("Customer"). References to "this Agreement" mean the Services Agreement, including these additional terms, and other provisions incorporated into the Services Agreement by reference.

1. Implementation Timing. Provider will use reasonable efforts to complete the implementation needed to commence the Services within a reasonable time after receiving all necessary documents, information, data and amounts due in connection with implementation ("Implementation Fees"). In the event Implementation Fees are not paid promptly or in the event implementation cannot be successfully completed for any reason, Provider may decline to commence the Services and terminate this Agreement. Any dates for completion of implementation that may be provided are estimates only, and Provider shall not under any circumstances have any liability in the event of delays in implementation or termination due to lack of implementation.

2. Service Site. Customer will be provided with access to the Service Site for the purpose of allowing Customer to use the Service Site as permitted by this Agreement. Customer may use the Service Site as necessary to obtain the Services for Customer's internal use during the term of this Agreement. Customer agrees not to use the Service Site for any other purpose or in any other manner. Customer will be responsible for maintaining Customer's means of access to the Service Site, including Customer passwords, in a secure manner. Provider will not be responsible for any unauthorized access to the Service Site due to Customer failure to securely maintain its means of access to the Service Site.

3. Third-Party Services. The Services that are the subject of this Agreement consist of services and products provided directly by Provider ("Provider Services") and may also include services and products provided by third-parties where Provider acts as a reseller ("Reseller Services"). A "Reseller Service" is a service or product where payment is made directly to Provider by the Customer and is received by Provider on its own account. References in this Agreement to the Services mean Provider Services and Reseller Services collectively. Any services and products provided by third-parties that are not Reseller Services are referred to as "Third-Party Services" and are not part of the Services.

4. Changes in Services and Fees. Provider may from time to time make certain changes to the Services and Fees to reflect, for example, changes in the scope or nature of the Services and changes in applicable Fees. Customer will receive notice of the changes five (5) or more business days prior to the change going into effect. Provider may provide notice of changes via an additional Estimate or other means including email. If Customer gives Provider written notice of its objection to the change before it goes into effect, the change will not go into effect but Provider will have the right to terminate this Agreement by giving Customer thirty (30) days or more notice of termination. References in this Agreement to the Estimate, Schedule of Services, Fee Schedule and other documents incorporated herein mean those documents as they may be amended. The requirements of this Section do not apply to changes in Fees based on increases in Third-Party Costs.

5. Payment Obligations. Customer is responsible for ensuring that all amounts payable by Customer are paid when due. In particular, Customer is responsible for ensuring that it has sufficient funds available for Provider to obtain payment of Payroll Fees, along with any other Fees that are due, and to transfer funds for Payroll Funding according to the terms of this Agreement. Any Payroll Fees or other amounts payable to Provider which are not received by Provider when due will accrue interest at the rate of 1.5% for each month (prorated for partial months) during which the amount remains unpaid. Any interest that may accrue on amounts transferred from Customer for Payroll Funding or other purposes may be retained by Provider to help defray related administrative costs. Any services or products outside the scope of what is included in the price quotes provided by Provider will be subject to additional Fees.

6. Sales Taxes. Customer will be responsible for any applicable Sales Taxes. "Sales Taxes" means taxes payable by reason of the payments by Customer to Provider, whether designated as a sales tax, transaction privilege tax, use tax, etc. Provider may include Sales Taxes in its invoices as an amount payable by Customer.

7. Electronic Transfer Authorization. Customer authorizes Provider to take all steps necessary or appropriate to execute electronic transfers of amounts required to be paid and otherwise transferred pursuant to this Agreement ("Authorized Transfers"). Authorized Transfers include funding of payroll obligations and payment of applicable fees and charges. Authorized Transfers may also include credit transfers where applicable. For purposes of electronic transfers pursuant to this Agreement,

Customer will provide access to Customer's account(s) ("Customer Account") as identified separately. Customer shall ensure that the Customer Account contains available funds sufficient for all Authorized Transfers on a timely basis according to the timing requirements established by Provider based on the nature of the Services. Any electronic transfers that are rejected or reversed will not count as payment under this Agreement. Any changes in the Customer Account will require mutual written agreement of Provider and Customer.

8. Additional Electronic Transfer Documents. Customer agrees to promptly cooperate with all steps needed to implement and maintain the contemplated means of electronic transfer as requested by Provider. Customer also agrees to promptly provide all information and documents necessary to implement and maintain the contemplated means of electronic transfer. Necessary additional documents may include authorizations, agreements and other documentation required by banking institutions and other parties involved in the electronic transfer process. Such additional documents will identify the applicable means of electronic transfer along with applicable Customer Account details and related information.

9. Execution of Electronic Transfers. Implementation and execution of electronic transfers will involve Customer providing certain information to Provider ("Transfer Data"). Customer is responsible for ensuring that all Transfer Data is complete and accurate and provided on a timely basis according to the timing requirements established by Provider based on the nature of the Services. In the event Transfer Data contains any inconsistencies or incompleteness that Provider becomes aware of, Provider may use reasonable efforts to contact Customer to address the issue. Alternatively, if Provider believes there is sufficient information to proceed based on the Transfer Data, Provider may proceed accordingly and may resolve any issues as determined by Provider to be appropriate. For example, if there is an inconsistency in a financial institution name and identification number, Provider may determine whether to proceed based on the name or the number. It is acknowledged that strict deadlines apply to Customer's obligations to provide Transfer Data and that Provider will therefore have the right to determine how to proceed in its discretion in the event of any issues.

10. General Customer Obligations. Customer shall cooperate with Provider as necessary to allow the Services to be provided. Customer shall, on a timely basis as requested by Provider, provide to Provider all authorizations necessary for Provider to provide the Services, including all needed payroll authorizations from employees of Customer ("Customer Employees") and all powers-of-attorney needed to assist with payroll tax obligations. References in this Agreement to "Customer Employees" means all employees associated with Customer with respect to which Services are provided, including employees who are directly employed by Customer and, if applicable, employees of affiliate entities of Customer ("Customer Affiliates"). Where Customer Employees include employees of Customer Affiliates, Customer shall ensure that such Customer Affiliates jointly accept the obligations of Customer under this Agreement and, in addition, references to "Customer" shall be deemed to mean, for purposes of Customer's obligations under this Agreement, the Customer identified above along with such Customer Affiliates. Customer shall be responsible for complying with all laws applicable to Customer relating to the subject matter of this Agreement including applicable employment laws and laws governing the transfer of funds which may include Fedwire rules, rules of the National Automated Clearing House Association, Article 4A of the Uniform Commercial Code and the rules of the ffice of Foreign Assets Control of the U.S. Treasury.

11. Customer Contact. The parties may mutually identify one or more Customer representatives who will act as primary Customer Contacts with full authority on behalf of Customer. Provider may limit the number of Customer Contacts in order to avoid duplicative or inconsistent communications. Provider may also rely on the authority of any other Customer representatives who purport to have authority on behalf of Customer. If Provider is uncertain as to whether any particular Customer representative has adequate authority on a particular issue, or if Provider receives inconsistent instructions, Provider may determine how to proceed in its discretion or may delay action pending Provider's confirmation of authority and Customer instructions.

12. Customer Data. Customer shall be responsible for ensuring that all materials, information and data provided by or on behalf of Customer in connection with this Agreement (collectively "Customer Data"), including Implementation Data, Payroll Data and Payroll Tax Data, are complete and accurate and provided on a timely basis as required by this Agreement or requested by Provider. Customer is also responsible for reviewing and confirming, on a timely basis as established by Provider, the accuracy of all reports and other data generated by the Service Site or by Provider based on Customer Data ("Service Data") where the Service Data is provided to Customer or is otherwise available for review by Customer. Customer's submission of Payroll Data constitutes Customer's affirmation that the submitted Payroll Data is complete and accurate and also constitutes Customer's authorization for Provider to proceed with Payroll Funding. Provider shall have the right to treat that affirmation and authorization as final and irrevocable. Unless Provider has agreed in writing to input data on behalf of Customer as part of the Services ("Managed Payroll Services"), Customer is responsible for inputting all Payroll Data via the Service Site or otherwise. In the event any untimely, incomplete or inaccurate Customer Data, or any errors or deficiencies arising out of circumstances prior to Provider's commencement of the Services or otherwise outside the scope of the Services, result in additional effort or expense on the part of Provider, Customer will be subject to additional charges pursuant to applicable Provider terms. Customer shall be responsible for maintaining its own copies of Customer Data, including Customer Data contained in the Service Site which customer may periodically export and archive, and of any additional materials, information and data obtained by Customer in connection with the Services.

13. Provider Responsibilities. Provider will use due care in performing those tasks which are required to be performed by Provider pursuant to the terms of this Agreement. Where the Services include Managed Payroll Services, Provider will use due care to input the data that it is responsible for inputting. In no circumstances will Provider have any responsibility for verifying the completeness or accuracy of any Customer Data or for any penalties, interest or other adverse consequences resulting from untimely, incomplete or inaccurate Customer Data. In the event Provider determines that there is an inaccuracy or incompleteness in Customer Data or other deficiency in data, documents or funding needed for Provider to perform the Services, Provider will use reasonable efforts to bring the deficiency to Customer's attention. In addition, in such event Provider may, without any liability for any adverse consequences, determine whether to continue performance of the Services despite the deficiency or suspend performance of some or all of the Services (including disbursement of payroll and deposit of payroll taxes) as provided below in Section 14 pending Customer's correction of the deficiency. It is acknowledged that the Services are subject to strict deadlines and that Provider shall therefore have the right to determine in its discretion whether to continue performance of the Services or suspend performance.

14. Suspension and Termination. Provider shall have the right to immediately suspend all or part of the Services (including access to the Service Site) and/or immediately terminate this Agreement (i) in the event Customer fails to have sufficient available funds on a timely basis as required by this Agreement or otherwise breaches this Agreement, or (ii) in the event Provider determines in its discretion that it is inadvisable or infeasible to perform the Services for any reason (other than due to a breach of this Agreement by Provider) whether due to a deficiency as described in Section 13 or an inability to obtain the funding needed from Customer to perform the Services or other reason. Provider may elect to provide up to three business days advance notice of suspension or termination, but it is acknowledged that due to the strict deadlines applicable to Customer in order to allow the Services to be provided as described in this Agreement, Provider shall have the right to suspend or terminate due to breach without advance notice. If Provider is unable for any reason to receive payment of any Fees on a timely basis, Provider may, in addition to rights to suspend and terminate, elect to treat any amounts held for Payroll Funding as payment for Fees and deduct corresponding amounts out of Payroll Funding accounts. Provider may elect to treat the effective date of any termination as of the first Payroll Date following the end of the termination notice period. Otherwise, the termination will be effective immediately or, if applicable, as of the end of the termination notice period.

15. Effect of Suspension and Termination. In the event Provider suspends provision of the Services or terminates this Agreement, effective immediately Provider shall have no responsibility for payroll disbursement or payroll tax obligations or for otherwise providing the Services. Provider may, on such terms as are mutually agreed on in writing, provide transition services to Customer to facilitate Customer's resuming responsibility for the Services. Except as mutually agreed on in writing, Provider will have no obligation to provide transition services and it is therefore Customer's obligation to be prepared to immediately resume responsibility for the Services in the event of suspension or termination. If at the time of termination Provider has any Payroll Funding amounts which have not been disbursed or deposited, Provider's only obligation will be to return those amounts to Customer, provided that this obligation is subject to Provider's payment rights. All provisions of this Agreement that expressly or by their nature continue in effect (including provisions regarding payment, confidentiality, liability limitations, indemnification and general terms) shall survive termination. Electronic payment authorizations and related provisions shall remain in effect during the term of this Agreement and thereafter as long as amounts are owing to Provider. All Fees paid to Provider, including Implementation Fees, are nonrefundable without regard to termination.

16. Confidentiality. Provider shall use commercially reasonable efforts to maintain in confidence any confidential information provided by Customer. Customer shall use commercially reasonable efforts to maintain in confidence any confidential information provided by Provider.

17. Liability Limitations. In no event will Provider's liability for any claims arising under this Agreement or relating to the subject matter of this Agreement (whether based on contract, tort, common law, statute or otherwise) exceed the Fees actually paid by Customer to Provider for the Services for the twelve (12) month period preceding the most recent breach by Provider causing the damages. Provider will not have any liability for consequential, incidental or indirect damages or any liability arising out of Third-Party Services or any liability resulting from circumstances beyond Provider's reasonable control including delays or errors caused by third-parties or third-party technology including electronic transfer infrastructure. No action arising out of or relating to the subject matter of this Agreement may be brought against Provider more than one year after the cause of action has accrued.

18. Indemnification. Customer shall indemnify, hold harmless and defend Provider and Provider's employees, agents, representatives and affiliates against any claim, liability or expense resulting from Customer's breach of this Agreement or from acts or omissions of Customer or Customer's employees, agents, representatives or affiliates (including any liability resulting from Customer's delay in providing Customer Data or other items required to be provided by Customer, from Customer providing inaccurate or incomplete data, or from Provider following Customer's directions). For purposes of this Agreement including this Section, the term "claim" includes any demand, assertion of right, lawsuit, investigation, arbitration or other proceeding; the term "liability" includes incurring any loss, expense, damages, interest charges or penalties of any kind and any obligation to pay any loss, expense, damages, interest charges or penalties of any kind; and the term "expense" includes any costs, attorneys fees, court costs, collection expenses and other expenses.

19. Severability. In the event any provision of this Agreement is held to be invalid or unenforceable, the remainder of this Agreement shall continue in full force and effect, and the provision held to be invalid or unenforceable shall be automatically amended to most closely approximate the original provision on terms that are valid and enforceable.

20. Entire Agreement; Waiver. This Agreement, including all terms incorporated by reference, reflects the entire agreement of the parties with respect to its subject matter and supersedes any prior service agreement between the parties to the extent it governs the same subject matter. No provision of this Agreement shall be deemed waived by a party unless a written waiver is signed by the party against whom the waiver is asserted.

21. Modification of Terms. Except as otherwise provided in this Agreement, no provision of this Agreement shall be deemed amended unless a written amendment is signed by the party against whom the amendment is asserted. Without limiting other provisions of this Agreement allowing for modifications, including Section 4 providing for changes in the Services and Fees, Provider may propose modifications to the terms of this Agreement by providing Customer with written notice of the proposed modifications. If Customer does not accept the proposed modifications, Customer may provide Provider with written notice of the rejection within thirty (30) days from Customer's receipt of the proposed modifications. If Customer does not provide Provider with written notice of rejection within that thirty (30) day period, the proposed modifications will be deemed made to this Agreement upon the expiration of that period.

22. Interpretation. The terms of this Agreement constitute the written expression of the mutual agreement of the parties and shall be construed neutrally and not for or against either party. The headings in this Agreement are inserted for convenience and shall not be construed to alter the meaning of the provisions of this Agreement. Periods of time established by this Agreement in days shall be calculated using calendar days and not business days unless otherwise specified. References in this Agreement to being "responsible" means being "solely responsible" unless otherwise expressly provided.

23. General Definitions. The following terms shall have the following meanings when used in this Agreement: (i) "include" or "including" and similar terms mean "including but not limited to"; (ii) "person" includes an individual, corporation, limited liability company, partnership, trust or other entity or association; (iii) "affiliate" with respect to a person includes any other person who during the time period at issue (whether now or in the future), directly or indirectly, controls such first person, is controlled by such first person, or is under common control with such first person.

24. Choice of Law and Forum. This Agreement and any disputes arising out of, or relating to the subject matter of, this Agreement shall be governed by the laws of Arizona without regard to choice of law rules. Customer consents and agrees to exclusive jurisdiction and venue in the courts located in Maricopa County, Arizona with respect to any actions arising out of this Agreement or relating to the subject matter of this Agreement, provided that if Customer fails to pay any amounts when due under this Agreement Provider may bring an action to enforce this Agreement in any forum having jurisdiction.

25. Notices. Notices and communications relating to the subject matter of this Agreement may be given and made by any reasonable means not inconsistent with this Agreement, including facsimile or email if reasonable in the circumstances, and shall be deemed effective if in writing and received by the intended recipient.

26. Assignment. Customer's rights and obligations under this Agreement may not be assigned or otherwise transferred except with Provider's prior written approval which will not be unreasonably withheld.

27. Relationship. The relationship of the parties hereunder is that of independent contractors and not principal-agent, partners, or otherwise. Customer acknowledges that Provider is only providing administrative services under this Agreement and that, while Provider may provide assistance with certain compliance matters, Customer is responsible for obtaining its own legal, tax, accounting and other professional advice as necessary to ensure that Customer is complying with applicable laws and requirements. It is also acknowledged that Customer will remain the sole employer of Customer Employees and that Provider will not have any employment relationship with Customer Employees. To the extent that Provider is requested by Customer or required in connection with this Agreement to deal with taxing authorities, employees or other third-parties on behalf of Customer in connection with the Services, Provider shall be authorized to act on behalf of Customer with respect to such parties to the extent necessary for Provider to provide the Services.