181-25 Attachment.pdf

2 Springside Road, Westampton, NJ 08060 ● P: 800-600-5257 F: 609-298-6742 Primepoint LLC ● www.primepoint.com identification of the financial institution. If a Payment Order identifies a non- existent or unidentifiable person or account as the receiver or the receiver’s account, Primepoint may in its sole discretion refuse to accept or may return the Payment Order. f. Client will promptly notify Primepoint of the identity of each person authorized to receive information regarding the security procedure (each singly or in the aggregate, an “Authorized Person”), including but not limited to Client’s Payroll Approver, and of any change in any other Authorized Person (Principal or Administrator). Primepoint will have a reasonable time after receipt of a notice to act on it. 9. LIMITED SOFTWARE LICENSE a. Primepoint hereby grants Client a limited, nonexclusive, royalty free license to access and utilize Primepoint’s software (the “Software”) solely for the purpose of facilitating Primepoint’s collection of the wage and payroll information and other information Primepoint needs to furnish Services to Client. Client shall access the Software solely through Primepoint’s Websites. Primepoint will not transfer legal title or physical possession of any Software to Client. Client shall not be entitled to download any Software onto Client’s servers, to duplicate or make copies of any Software, or to use the Software for any purpose other than as described in this paragraph. Client also may not license, sublicense, or otherwise transfer any rights in the Software to another person or entity without the prior written permission and continued control of Primepoint. The parties acknowledge that the Software is of no intrinsic value to Client, and no portion of any of the fees related to the Service or charges paid by Client to Primepoint hereunder shall be treated as a royalty for the limited license that Primepoint is granting to Client hereunder. 10. DISPUTE RESOLUTION a. Client and Primepoint hereby knowingly, voluntarily, intentionally and irrevocably waive the right to a trial by jury in respect to any litigation based hereon or relating to the service or any other unresolvable dispute or controversy between the parties. Further, client and Primepoint hereby agree that any litigation will proceed on an individual basis and will not be part of any class action. b.

nresolvable dispute or controversy between the parties. Further, client and Primepoint hereby agree that any litigation will proceed on an individual basis and will not be part of any class action. b. Consent to Jurisdiction - Client and Primepoint each irrevocably submits (for itself and in respect of its property) to the exclusive jurisdiction of any state or federal 27Document Ref: 2MTQL-THVKB-8RYDE-6Y7VF Page 27 of 30