Township Council Meeting — Packet

as the result of a breach of a warranty made by Primepoint unless the breach resulted solely from Primepoint’s own gross negligence or intentional misconduct. g. Client acknowledges that under the Rules, Primepoint indemnifies certain persons. Client agrees to reimburse Primepoint any loss Primepoint incurs, including its reasonable attorneys’ fees and legal expenses, as the result of the enforcement of an indemnity, unless enforcement resulted solely from Primepoint’s own gross negligence or intentional misconduct. 6. SERVICE FEES & PAYMENT TERMS a. The fee structure for all Services offered by Primepoint to Client are detailed in the Service Proposal provided to Client. Payment terms are net 30 days if not specified in the proposal. 7. SERVICE CHANGES a. Primepoint reserves the right to change the terms, conditions, and fees for the Service at any time. Primepoint will endeavor to, but shall not be obligated to, provide thirty (30) days prior notice of any material change, including fees. Notice may be provided in writing, electronically or via the Website. If Client does not wish to be bound by such change, it may discontinue using and terminate the Service before the change becomes effective. If Client continues to use the Service after the change becomes effective, it will be bound by the change. Client has the responsibility to assure that Client’s address, including any electronic address(es), and account information in Primepoint’s records, is accurate. The timing of an advance notice of change may be shortened when permitted or required by law. 8. SECURITY a. Client will designate and authorize one or more individual users of the Service with authority to act on behalf of and to bind the Client (designated as “Master Administrator”), which authorized individuals will access the Service by entering a confidential user ID and password created by following the instructions provided on the a specified portion of the Service Site and which will entitle them, depending on their designation (whether as Client’s Payroll Approver, Principal or 2 Springside Road, Westampton, NJ 08060 ● P: 800-600-5257 F: 609-298-6742 Primepoint LLC ● www.primepoint.com Document Ref: 2MTQL-THVKB-8RYDE-6Y7VF 25 Page 25 of 30