PREMIER PAYROLL SOLUTIONS LLC

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 Payroll Solutions LLC (“Premier”).

1. Provision of Service

1.1 Access Right

Subject to the terms and conditions of these Terms and Conditions and the applicable Proposal, Premier hereby grants Employer a non-exclusive, non-transferable, non-sublicensable, revocable right to access Premier’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:

• Modify, adapt, or create derivative works of the Service
• Sublicense, lease, rent, or distribute the Service
• Reverse engineer, decompile, disassemble, or otherwise derive source code
• Bypass or attempt to bypass any security measures
• Use the Service for competitive purposes
• Remove, alter, or obscure proprietary notices
• Attempt unauthorized access to systems or networks
• Copy the Service except as expressly permitted

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

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 authorized users and maintaining all required hardware, software, telecommunications equipment, and internet connectivity.

2.2 Fringe Benefits

Premier takes no responsibility for the administration or funding of fringe benefits payments. Premier will process payroll with respect to fringe benefits when requested by Employer and permitted by applicable law.

2.3 Consulting Services

Premier may provide consulting services as set forth in the applicable Proposal. Premier is not acting as an employer and is not providing legal advice. Employer should retain qualified legal counsel for legal matters.

2.4 Third Party Providers and Other Sources of Revenue

Premier may subcontract portions of the Service and may receive commissions, referral fees, or other compensation associated with third-party services.

2.5 Employer Account

Employer is solely responsible for protecting account credentials, passwords, and access keys. Employer shall notify Premier within twenty-four (24) hours of any suspected or actual security breach.

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 remain the exclusive property of Premier.

3.2 Continuous Development

Premier may modify or enhance the Service from time to time. Additional functionality may require additional fees.

3.3 Feedback

Employer grants Premier a worldwide, non-exclusive, irrevocable, perpetual, royalty-free license to use Feedback for any purpose.

3.4 Aggregated Data

Premier may collect de-identified and aggregated data derived from Employer Content for legitimate business purposes.

4. Fees; Invoicing; Payment Terms

4.1 Fees

Employer shall pay the Service Fees as set forth in the applicable Proposal. Premier may revise its fees upon prior written notice.

4.2 Billing, Invoicing, and Payment Terms

Fees shall be charged per billing period and are due upon receipt. Employer authorizes Premier to auto-charge Employer’s account via eCheck.

4.3 Taxes

All fees are exclusive of applicable taxes. Employer is responsible for all taxes other than taxes based on Premier’s net income.

4.4 Retroactive Fees or Charges

Government or third-party fee increases may be passed through to Employer.

4.5 Bankruptcy

Employer shall immediately notify Premier of bankruptcy or insolvency proceedings.

5. Employer Responsibilities

5.1 Payroll Data

Employer shall timely provide accurate payroll data and review processed payrolls for accuracy.

5.2 Access and Resources

Employer shall provide timely access to all systems, personnel, and records necessary for Premier to perform the Service.

5.3 Employer Data

Employer is solely responsible for the legality, integrity, and accuracy of Employer Data.

5.4 Information; Review of Reports

Employer shall promptly review reports and notify Premier of any discrepancies.

5.5 Legal Compliance

Employer remains solely responsible for compliance with all applicable laws and regulations.

5.6 Change in Circumstances

Employer shall notify Premier regarding employee status changes, locations, classifications, or new business operations.

5.7 Training

Employer retains sole responsibility for employee training.

5.8 Record Keeping

Employer shall maintain accurate and complete records.

5.9 Non-Payroll Taxes

Employer is responsible for all non-payroll taxes.

5.10 Employee Licensing

Employer shall verify employee licensing requirements and compliance.

5.11 Background Testing

Employer is responsible for conducting employee background checks.

5.12 Immigration

Employer retains sole responsibility for I-9 compliance and employment eligibility verification.

5.13 Employee Termination Notice

Employer shall provide timely notice regarding final wage payments and employee terminations.

5.14 Impound Services; Funding

Employer shall ensure sufficient funds are available by applicable funding deadlines.

5.15 Payroll Funding and Processing

Employer authorizes Premier to debit Employer’s designated account for payroll-related amounts.

5.16 Payroll Calendar

Premier shall provide a payroll calendar containing processing deadlines.

5.17 Outstanding Amounts

Employer authorizes Premier to debit amounts owed including taxes, penalties, and unpaid fees.

5.18 Authorizations; Reversals for Non-Sufficient Funds

Employer shall maintain ACH authorizations and reimburse returned funds.

5.19 Pre-Note Waiver Advisory

Employer acknowledges risks associated with bypassing the pre-note process.

5.20 Prior Payroll History

Premier shall not process payroll until prior payroll history has been reconciled.

6. NACHA Operating Rules; Additional ACH Terms

6.1 NACHA Compliance

Both parties shall comply with NACHA Operating Rules.

6.2 ACH Authorization

Employer authorizes Premier to originate ACH entries on Employer’s behalf.

6.3 Reporting Agent Authorization

Employer may authorize Premier to act as reporting agent for IRS filings.

6.4 Provisional Credits; Settlement

ACH credits remain provisional until final settlement.

6.5 Funding Warranties and Controls

Employer warrants that sufficient funds will be available for ACH debits.

6.6 Returns; Reversals; Late Funding

Premier may reverse credits or require wire funding for returned debits.

6.7 Entry Changes and Cancellations

Employer has no right to cancel ACH entries after receipt by Premier.

6.8 Indemnity for ACH Activities

Employer shall indemnify Premier for ACH-related claims.

6.9 Apparent Authority

Premier may rely upon apparent authority of Employer representatives.

6.10 Security Procedures; Commercial Reasonableness

Premier utilizes commercially reasonable security procedures.

6.11 Priority of ACH Terms

NACHA Rules shall control for ACH-related conflicts.

7. Representations; Warranties; Disclaimer

7.1 Mutual Representations and Warranties

Each party represents it has authority to enter these Terms.

7.2 Employer Representations and Warranties

Employer represents compliance with applicable privacy and data laws.

7.3 Limited Warranty

Premier warrants the Service will substantially conform to the Terms and Conditions.

7.4 Disclaimer

EXCEPT AS EXPRESSLY PROVIDED, THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE.”

8. Term; Termination

8.1 Term

The Initial Term shall be twelve (12) months following implementation.

8.2 Termination by Premier

Premier may terminate for breach, nonpayment, insolvency, or legal proceedings.

8.3 Termination by Employer

Employer may terminate for uncured material breach by Premier.

8.4 Suspension or Modification of Services

Premier may suspend services for insufficient funds or fraud concerns.

8.5 Effect of Termination

Premier shall have no obligation for future payroll processing after termination.

8.6 Early Termination Fee

Employer may owe early termination fees during the Initial Term.

8.7 Survival

Certain provisions shall survive termination or expiration.

9. Confidentiality; Data Security

9.1 Confidential Information

Confidential Information includes proprietary and trade secret information.

9.2 Protection of Confidential Information

Receiving Party shall use reasonable care to protect Confidential Information.

9.3 Exceptions

Confidentiality obligations exclude publicly available information.

9.4 Remedies

Parties may seek equitable relief for breaches of confidentiality.

9.5 Data Security and Breach Notification

Premier shall maintain commercially reasonable safeguards for Personal Data.

10. Security Procedures; Banking Reliance; Risk

10.1 Security Procedures

Premier shall implement commercially reasonable authentication procedures.

10.2 Authentication and Binding Effect

Employer is bound by authenticated instructions.

10.3 Banking Reliance; Right to Decline or Delay

Financial institutions may rely upon authentication procedures.

10.4 Funding, Prefunding, and Risk Controls

Premier may impose transaction limits and prefunding requirements.

10.5 Fraud Monitoring; OFAC and Legal Compliance

Premier may implement fraud monitoring and sanctions screening.

10.6 Limitation on Claims Period; Error Resolution

Employer must report errors within sixty (60) days.

10.7 Records; Cooperation; Audit Trail

Premier may retain transaction logs and audit records.

10.8 Allocation of Risk

Employer bears risk for authenticated unauthorized instructions.

11. Indemnification

11.1 Indemnification of Employer

Premier shall indemnify Employer against certain third-party claims.

11.2 Indemnification of Premier

Employer shall indemnify Premier for Employer-related claims.

11.3 Procedure

Claims shall follow the procedures specified in these Terms.

12. Limitations of Liability

12.1 Types of Damages

Neither party shall be liable for consequential or indirect damages.

12.2 Liability Cap

Liability is capped at two times the Service Fees paid during the prior twelve months.

12.3 Exclusions

Certain liabilities are excluded from limitations.

12.4 ACH Decisions; Delays

Premier is not liable for losses relating to ACH authentication failures.

13. Force Majeure

13.1 Force Majeure Events

Neither party shall be liable for events beyond reasonable control.

13.2 Notice and Termination

Parties shall provide prompt notice of force majeure events.

14. Miscellaneous

14.1 Entire Agreement

These Terms constitute the entire agreement between the parties.

14.2 Relationship of Parties

No agency, partnership, or employment relationship is created.

14.3 Notices

Notices must be delivered in writing.

14.4 Severability

Invalid provisions shall not affect remaining provisions.

14.5 Amendment and Modification; Waiver

Amendments must be in writing and signed by both parties.

14.6 Governing Law; Submission to Jurisdiction

These Terms shall be governed by New York law.

14.7 Waiver of Jury Trial

EACH PARTY WAIVES THE RIGHT TO TRIAL BY JURY.

14.8 Cumulative Remedies

All rights and remedies are cumulative.

14.9 Assignment

Assignment requires prior written consent unless otherwise permitted.

14.10 Successors and Assigns

These Terms bind successors and permitted assigns.

14.11 No Third-Party Beneficiaries

Only the parties benefit from these Terms except where expressly stated.

14.12 Electronic Acceptance

Electronic acceptance is valid and binding.

EXHIBIT A – ISOLVED TERMS

1. Object Code Only

Employer shall access the iSolved platform solely in object-code form.

2. Restrictions on Use

Employer shall not reverse engineer, scrape, or misuse the platform.

3. Suspension

Premier may suspend access for nonpayment or violations.

4. Ownership and Title

All rights in the iSolved platform remain with iSolved Network.

5. Third-Party Beneficiary

iSolved Network is an express third-party beneficiary.

6. No Agency Relationship

Premier is an independent contractor of iSolved Network.

7. Disclaimer; Release of Liability

The iSolved platform is provided “AS IS” without warranties.

EXHIBIT B – ISOLVED SERVICE LEVEL TERMS

1. System Availability

Premier shall use commercially reasonable efforts to maintain 99.5% uptime.

2. Disaster Recovery

Recovery Time Objective is twelve (12) hours.

3. System Availability Formula

Availability shall be calculated using the stated formula.

4. Service Credits

Employer may receive service credits for qualifying downtime.

5. Exclusions

Service levels exclude unauthorized changes and external failures.

6. Scheduled Maintenance

Maintenance occurs on the second Saturday of each month.