181-25 Attachment.pdf

2 Springside Road, Westampton, NJ 08060 ● P: 800-600-5257 F: 609-298-6742 Primepoint LLC ● www.primepoint.com Service Agreement This Service Agreement (“Agreement”) is between you (“Client”) and Primepoint LLC, a New Jersey limited liability company (the “Company,” “we,” “us,” or “our”). This Agreement contains the terms and conditions that govern your use of our payroll and HR platform (the “Platform”), our websites (www.primepoint.com) and all related sub domains (the “Website”), and the products and services we provide to you (the “Services” and collectively with the Platform and the Website, our “Suite of Services”). Please read these Terms of Service carefully before you start using any of our Suite of Services. By accepting electronically (clicking “I Accept”), installing, accessing or using Services, you agree to these terms. If you do not agree to this Agreement, then you may not use the Service. This Agreement contains the terms and conditions that govern the use of, and the terms and conditions upon which Primepoint, LLC (“Primepoint”), will provide to you, certain payroll processing, payroll tax service and other related payroll and HR services (collectively referred to as “Service”). The Service may be accessed through Primepoint’s websites (“Service Sites”). 19Document Ref: 2MTQL-THVKB-8RYDE-6Y7VF Page 19 of 30

2 Springside Road, Westampton, NJ 08060 ● P: 800-600-5257 F: 609-298-6742 Primepoint LLC ● www.primepoint.com Table of Contents 1. AGREEMENT TERM ............................................................................................................................... 3 2. DATA PROVISION & VERIFICATION ....................................................................................................... 3 4. ACCOUNT DEBITING .............................................................................................................................. 4 5. ACH ORIGINATION ................................................................................................................................ 5 6. SERVICE FEES & PAYMENT TERMS ........................................................................................................ 7 7. SERVICE CHANGES................................................................................................................................. 7 8. SECURITY ............................................................................................................................................... 7 9. LIMITED SOFTWARE LICENSE ................................................................................................................ 9 10. DISPUTE RESOLUTION ........................................................................................................................... 9 11. SERVICE TERMINATION ....................................................................................................................... 10 12. GENERAL TERMS AND CONDITIONS ................................................................................................... 10 20Document Ref: 2MTQL-THVKB-8RYDE-6Y7VF Page 20 of 30

2 Springside Road, Westampton, NJ 08060 ● P: 800-600-5257 F: 609-298-6742 Primepoint LLC ● www.primepoint.com 1. AGREEMENT TERM a. Subject to your compliance with these Terms of Service, this Agreement shall continue in full force and effect for one (1) year from the date of the first payroll processed. Thereafter, this Agreement will automatically renew each subsequent year unless one of us gives written notice to the other, at least thirty (30) days prior to the end of the current term, of election not to renew (the initial term plus any renewal term(s) are referred to as the “Term”. 2. DATA PROVISION & VERIFICATION a. Primepoint will notify Client via electronic communication or by other means when all data necessary to begin the Service has been received and the enrollment process has been completed. Client shall then, prior to submitting its first payroll, review for completeness and accuracy the Payroll Information (as hereinafter defined). For purposes of this Agreement, “Payroll Information” shall mean all information posted for Client’s review on the specified portion of the Service Site including, but not limited to, that which is used to calculate and pay employee payroll, track Client defined employee benefits, pay payroll taxes to applicable taxing agencies in compliance with the laws and regulations of such taxing agencies, produce payroll tax returns and W-2 statements and print checks on Client’s account (if applicable). Client must correct incorrect or missing Payroll Information, either by itself or by notifying Primepoint in the manner specified in the electronic communication and within the time period specified therein. Client shall be fully responsible for the accuracy of all information supplied by it and/or approved by it, including, without limitation any IRS or other penalties and/or interest arising there from. b. Client agrees that by submitting each payroll (including the first payroll): (i) Client has approved all Payroll Information, (ii) Client has waived and released any claim against Primepoint arising out of any errors in the Payroll Information which Client has not itself corrected or has not requested Primepoint to correct, and (iii) any subsequent request for corrections will be considered special handling for which additional fees may be charged. Final audit responsibility rests with Client. Primepoint will not have any

nd (iii) any subsequent request for corrections will be considered special handling for which additional fees may be charged. Final audit responsibility rests with Client. Primepoint will not have any responsibility for verifying the accuracy of any data Client provides or directly inputs via the Service Site or any other method. c. Primepoint may permit, but shall not be obligated to permit Client’s Payroll Approver, a designated Client representative and/or designated Client Administrator to communicate with Primepoint by telephone, electronic mail or other means about the Service. Primepoint has implemented security procedures for the purpose of verifying the identity of Client’s Payroll Approver, Client 21Document Ref: 2MTQL-THVKB-8RYDE-6Y7VF Page 21 of 30

2 Springside Road, Westampton, NJ 08060 ● P: 800-600-5257 F: 609-298-6742 Primepoint LLC ● www.primepoint.com representative and/or designated Client Administrator (as applicable), and other security protocols. Client acknowledges that the security procedures instituted by Primepoint are commercially reasonable methods of providing security that any Payroll Information, Entries or other instructions communicated to Primepoint will be deemed to have been fully authorized by Client and Client shall be fully responsible for the accuracy of such information including, without limitation, any IRS or other penalties and/or interest arising therefrom; and that, notwithstanding such deemed authorization, Primepoint may in its sole discretion refuse to accept or act upon any such instructions 3. TAX SERVICES a. In order for the Service to be instituted, Client must submit accurate wage and payroll information to Primepoint during the enrollment process. The wage and payroll information must be reconciled with Client’s payroll tax returns for the current calendar year and Client’s wage and payroll tax information for the current quarter. Thereafter, Client shall timely and accurately (a) update all wage and payroll information as necessary to reflect changes and (b) respond with additional information requested from time to time by Primepoint. It is Client’s responsibility to submit complete and accurate information to Primepoint in connection with the Service. Any penalty or interest incurred due to inaccurate information provided by Client will be the sole responsibility of Client. Client further agrees to not hold Primepoint accountable for such liability. Primepoint, at its option, may decide not to file Client’s payroll tax returns, pay Client’s payroll taxes or otherwise process Client’s payroll if there are any unresolved problems with any information requested by Primepoint or submitted by Client. Primepoint’s sole liability and Client’s sole remedy for Primepoint’s negligent failure to perform the payroll tax portion of the Service shall be (i) Primepoint will remit the payroll taxes received from Client to the appropriate taxing authority and (ii) Primepoint will reimburse Client or pay directly to the appropriate taxing authority any penalties resulting from such negligent error or omission by Primepoint. 4. ACCOUNT DEBITING a. On or prior to Client’s

nt will reimburse Client or pay directly to the appropriate taxing authority any penalties resulting from such negligent error or omission by Primepoint. 4. ACCOUNT DEBITING a. On or prior to Client’s payroll direct deposit and/or payroll tax deposit date or other applicable settlement or due date, Client authorizes Primepoint to initiate debit entries to Client’s account (“Client’s Account”) at the depository financial institution (“Depository”), and to debit Client’s Account in such amounts as are necessary to (i) fund Client’s direct deposits, (ii) pay any fees or charges associated with the Service, including, without limitation, finance charges, (iii) pay Client’s payroll 22Document Ref: 2MTQL-THVKB-8RYDE-6Y7VF Page 22 of 30

2 Springside Road, Westampton, NJ 08060 ● P: 800-600-5257 F: 609-298-6742 Primepoint LLC ● www.primepoint.com taxes, (iv) pay any debit, correcting or reversing entry initiated pursuant to this Agreement which is later returned to Primepoint, and (v) pay any other amount that is owing under this Agreement or in connection with the Service. This authorization is to remain in full force and effect until Primepoint has received written notice from Client of its termination in such time and such manner as to afford Primepoint and Depository a reasonable opportunity to act upon it. Client will maintain in Client’s Account as of the applicable settlement date and time immediately available funds sufficient to cover all credit entries Client originates through Primepoint. Client’s obligation to pay Primepoint for each credit entry matures at the time Primepoint transmits or otherwise delivers the credit entry to the Automated Clearing House (“ACH”) or gateway operator and is unaffected by termination of the Service. Primepoint may set off against any amount it or an Affiliate owes to Client in order to obtain payment of Client’s obligation as set forth in this Agreement. Client acknowledges that the origination of ACH transactions to its account must comply with the provisions of U.S. law. Amounts withdrawn for payroll taxes will be held by Primepoint at Primepoint’s financial institution (the “Payroll Tax Account”) until such time as those payments are due to the appropriate taxing agencies, and no interest will be paid to the Client on these amounts. b. If Client does not have sufficient funds in Client’s Account to pay disbursements, fees, payroll taxes or any other amounts due under this Agreement at the time required, or if Client refuses to pay, Primepoint may (i) debit the Payroll Tax Account or any account at Primepoint’s financial institution or any Affiliate owned in whole or in part by Client to pay disbursements, fees or charges, payroll taxes, or other amounts due, (ii) refuse to pay any unremitted payroll taxes, in which case the payroll tax liability will become the sole responsibility of Client, (iii) refuse to perform further services, and/or (iv) immediately terminate this Agreement. Primepoint may recover from Client any costs including, without limitation, reasonable attorneys’ fees and expert witnesses’ fees Primepoint may incur in connection

mediately terminate this Agreement. Primepoint may recover from Client any costs including, without limitation, reasonable attorneys’ fees and expert witnesses’ fees Primepoint may incur in connection with any termination of this Agreement or collection of amounts due hereunder. 5. ACH ORIGINATION a. The Service will enable Client, by using the Service Site, to enter the Payroll Information and to approve and submit it to Primepoint for creation, formatting and transmission of Entries in accordance with the Rules. Primepoint may reject any Payroll Information or Entry which does not comply with the requirements in this Agreement or the Rules or with respect to which Client’s Account does not 23Document Ref: 2MTQL-THVKB-8RYDE-6Y7VF Page 23 of 30

2 Springside Road, Westampton, NJ 08060 ● P: 800-600-5257 F: 609-298-6742 Primepoint LLC ● www.primepoint.com contain sufficient available funds to cover the payroll. If any Payroll Information or Entry is rejected, Primepoint will make a reasonable effort to notify Client promptly so that Client may correct such Payroll Information or request that the Primepoint correct the Entry and resubmit it. A notice of rejection will be effective when given. Primepoint will have no liability to Client by reason of the rejection of any Payroll Information or Entry, the fact that notice is not given at an earlier time than that provided for in this Agreement or for any loss resulting from Primepoint’s failure to provide notice. b. Client will have no right to cancel or amend any Payroll Information received by Primepoint after it has been approved by Client’s Payroll Approver and submitted to Primepoint. However, if Client’s request complies with the security procedure, Primepoint may use reasonable efforts to act on it prior to transmitting the Entries to the ACH provider, but will have no liability if the cancellation or amendment is not affected. Client will reimburse Primepoint for any expenses, losses or damages Primepoint may incur in effecting or attempting to effect Client’s request. c. Except for Entries created from Payroll Information that have been reapproved and resubmitted by Client in accordance with the requirements of this Agreement, Primepoint will have no obligation to retransmit a returned Entry to the ACH or gateway operator if Primepoint complied with the terms of this Agreement with respect to the original Entry. d. Primepoint will process the Payroll Information and Entries in accordance with its processing schedule, provided (i) the Payroll Information is approved by Client and received by Primepoint no later than Client’s applicable cut-off time on a business day and (ii) the ACH is open for business on that business day. If Primepoint receives approved Payroll Information after Client’s cut-off time, Primepoint will not be responsible for failure to process the Payroll Information on that day. If any of the requirements of clause (i) or (ii) of this Subsection are not met, Primepoint will use reasonable efforts to process the Payroll Information and transmit the Entries to the ACH with the next regularly scheduled file created by Primepoint

this Subsection are not met, Primepoint will use reasonable efforts to process the Payroll Information and transmit the Entries to the ACH with the next regularly scheduled file created by Primepoint which is on a business day on which the ACH is open for business. e. At Client’s request, Primepoint will make a reasonable effort to reverse an Entry, but will have no responsibility for the failure of any other person or entity to honor Client’s request. Client agrees to reimburse Primepoint for any expenses incurred in attempting to honor such request. f. Client acknowledges that it is the originator of each Entry and that under the Rules, Primepoint makes to Client’s Depository bank certain warranties with respect to each Entry. Client agrees to reimburse Primepoint for any loss Primepoint incurs, including its reasonable attorneys’ fees and legal expenses, 24Document Ref: 2MTQL-THVKB-8RYDE-6Y7VF Page 24 of 30