3. PAYROLL SOFTWARE/SERVICES:

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1 SERVICE AGREEMENT: Tax Compliance, Payroll, Software and ACH Services 1. PARTIES: This Tax Compliance, Payroll, Software, and ACH Services Agreement (hereafter Agreement ) is entered into between Ten Key, LLC, dba Paystubz, hereinafter Paystubz, and the Client known as (list FULL legal name and any DBAs on line immediately below), hereinafter as Client :. 2. TAX AGENT: Client agrees Paystubz will act as the tax filing agent where required for Federal, State, and local payroll tax related deposits, filings, and correspondences on Client s behalf and ONLY as it relates to payroll tax filings. Client understands Paystubz will not be responsible for penalties and/or interest due to missing, inaccurate, or incomplete information. Client further understands that Paystubz is not responsible for taxes with respect to wages paid prior to beginning service with Paystubz. Client authorizes Paystubz to have Limited Power of Attorney to sign and send timely, all obligations and signed forms to the appropriate Taxing Authorities. 3. PAYROLL SOFTWARE/SERVICES: Paystubz agrees to provide payroll software and services (payroll tax filings/payments, new hire reporting, printing/shipping hard copy documents, and software support/configuration) for Client to calculate/process/deliver Client s payroll. Paystubz shall be responsible only to correct errors, which are due to the negligence of Paystubz employees and will assist Client in correcting Client s errors. Paystubz liability with respect to this Agreement is limited to the remittance to the appropriate payees of funds held on behalf of the Client or other correction of any error due to Client s own negligence. Paystubz shall not be liable for failure to provide the services herein if due to causes or conditions beyond its control. 4. NO LIABILITY FOR 3 RD PARTY VENDOR: Client agrees to indemnify and hold harmless Paystubz against all claims, liability, loss and expense, including attorney fees and court costs (collectively "Losses"), in connection therewith, to the extent arising out of the negligent performance or nonperformance of any third-party vendor of Paystubz, including without limitation ACH service providers, software providers, and data/system hosting providers, except to the extent that any such Losses are demonstrated to be due to the negligence or willful misconduct of Paystubz. 5. ADDITIONAL SOFTWARE: Client may purchase access to other software as offered by Paystubz, such as timekeeping and human resource software. Paystubz will provide support and configuration services for additional software. As with all Paystubz software and services offered, Client may cancel services and turn off software access at any time. A 30 day written notice of cancellation to Paystubz is requested. 6. DATABASE RECONFIGURATION(S) AND ADDITIONAL WORK: This provision only applies 30 days after the first live pay date processed in Paystubz system(s). Client acknowledges and understands that it will be invoiced for any database reconfiguration or other one-time service items required to service Client s payroll or software needs. Paystubz, in its sole discretion, will determine the amount billed to Client for such one-time items based upon the time and expense incurred by Paystubz. Paystubz will provide Client with a reasonable estimate of time and cost prior to beginning any effort considered under this paragraph. An example of this type of work might be (but is not limited to): Client changes rules and methods of how employees accrue time off which would require reconfiguration of software system rules and/or database.

2 7. CLIENT RESPONSIBILITY: Client remains responsible for any obligation imposed on Client by law to maintain records regarding Client s business or its employees. Client further agrees to provide complete, accurate and timely information as necessary to the performance by Paystubz of services under this Agreement and to verify, correct, or update such information as appropriate, on a timely basis. Client also agrees and understands it is the Client s obligation to immediately check all payroll and related documents and information for accuracy. Client understands and agrees the accuracy and integrity of the service Paystubz can provide is limited by the accuracy of information Client provides. Therefore, Paystubz cannot and will not be held liable for Client errors, omissions, wage and hour violations, sex discrimination, or other employment practices or policies, which may violate any law or regulation. IT IS CLIENT S RESPONSIBILITY TO ENSURE THEIR COMPLIANCE WITH ALL FEDERAL, STATE, AND LOCAL LAWS AND REGULATIONS. 8. DATA RESPONSIBILITY: If data submitted by the Client for processing is incorrect, incomplete or not in proper form, then the Client agrees to pay Paystubz its standard rate then in effect for any additional work performed to correct such data for processing. Client agrees to pay Paystubz fees, which will be charged to Client s account, which are subject to change, in Paystubz sole discretion. 9. FEE/INVOICE COLLECTION: Fees will be collected via ACH from Client s designated bank account and Paystubz will provide a detailed copy of the bill/invoice marked as paid. In the event the account is placed for collection, reasonable attorney s fees and costs will be added to the account balance. Paystubz reserves the right to withhold any payments provided pursuant to this Agreement and any or all work in process or records in its possession in the event of Client s failure to make any payments hereunder. As additional consideration for performance of services under this Agreement, the parties understand that Paystubz, may have the use of funds held by Paystubz in a separate escrow or custodial account pending final payment of items to employees, taxing authorities or others. 10. DELIVERY: The parties will determine delivery and processing schedules from time to time. Delivery and packaging fees will be charged to Client as incurred. 11. BANKING/ACH SERVICES: Banking services are provided in accordance with the limitations and restrictions of NACHA-the National Automated Clearing House Association to which the Client agrees. There may be additional restrictions dependent upon Paystubz ACH service provider and Client agrees it will be subject to those restrictions. Client agrees to authorize the direct debit of any account by Paystubz through ACH and to maintain sufficient funds in the account to cover all amounts due to or payable by Paystubz under this Agreement and that sufficient funds will be on deposit and immediately available at least two (2) banking days prior to anticipated payment dates. Paystubz may, at its discretion, transfer such funds from client s account to a separate escrow or custodial account maintained by Paystubz for the purpose of making all payments hereunder including, without limitation, fees due to Paystubz, payroll tax payments, employee payments and direct deposits. Paystubz may require (at its discretion) that the total amount of aggregate payroll taxes over $100, for any payroll be deposited by Client into a Paystubz designated account at least four (4) days prior to pay date or client must wire monies to Paystubz designated account on or before employee(s) pay date. 12. LIABILITY FOR DEBITED FUNDS: Client agrees to indemnify and hold harmless Paystubz for any act undertaken by Paystubz at the request of Client, including without limitation, any request to correct or reverse payroll deductions or overpayments when such deductions or overpayments were a result of a request or information provided by Client or its employees. Client understands and acknowledges that Paystubz will not debit an employee s account without the express written permission of Client. Client also acknowledges it is Client s responsibility to inform its employee of such a debit transaction.

3 13. SECURITY INTEREST IN HELD FUNDS: In order to secure any obligations and the payment of sums hereafter owed by Client to Paystubz, Client grants Paystubz the right of off-set, and a security interest under the Uniform Commercial Code in any funds of Client which may now or hereafter be deposited into an escrow or custodial account used by Paystubz for the purpose of payment of taxes, payroll, or fees due Paystubz or other payments under this Agreement. Paystubz will not be responsible for payroll tax penalties and interest incurred by client until the start of the first full calendar quarter in which Paystubz provides payroll tax services. 14. PAYROLL TAX NOTICE COMMUNICATION: All communications concerning any notices from any payroll tax authority shall be submitted to Paystubz in writing via mail, fax, and/or within forty-eight (48) hours of Client receipt of such notification. Failure to do so will negate any responsibility of Paystubz for timely payroll tax payment and filing for the calendar quarter contained in the notice(s). 15. PAYSTUBZ INDEMNIFICATION: Client agrees to indemnify Paystubz, its employees and agents, and to hold them harmless from all loss, damages and expenses (including reasonable attorney s fees) in connection with any claim which may arise out of or as a result of this agreement or performance of Paystubz, including, without limitation, any claim arising out of the use of information furnished by Client. Client hereby agrees to indemnify and hold each participating bank, NACHA, 3 rd party service/software provider to Paystubz, and Paystubz, harmless from any claim incident to the operation(s) of Paystubz and its employees, agents, and vendors, arising from any act or omission of the Client. 16. PAYSTUBZ RESPONSIBILITY: Paystubz accepts both responsibility and liability for resulting interest and/or penalty for failure to timely file Client payroll tax filing requirements or payments, subject to following constraints. THIS LIABILITY IS ONLY BASED UPON INFORMATION PROVIDED BY CLIENT AND ONLY TO THE EXTENT OF FUNDS ARE TIMELY MADE AVAILABLE BY CLIENT. If solely on account of negligent error or omission on part of Paystubz with respect to timely filing or payment from escrowed funds Client incurs a penalty and/or interest charge from related payroll tax authority, then Paystubz will pay whatever penalties and/or interest result from the error. Client grants Paystubz authority to make reasonable attempts to have any penalty and/or interest waived by the payroll tax authority. However, Paystubz does NOT assume any liability for the improper payment of taxes due to incorrect claims of tax exemptions, deposit frequency, tax identification numbers(s) or rate(s), or deductions by the Client or its employees. In addition, Client is responsible for any taxes, penalties, fees, or interest resulting from any Client omitted information or incorrect and/or flawed information provided by Client. Client is also responsible for obtaining and communicating to Paystubz, accurate employer identification numbers needed for federal, state, and/or any local payroll tax obligation. 17. ACCURACY OF PAYSTUBZ SERVICE: The accuracy and integrity of service Paystubz can provide is limited by the nature of information the Client provides. Therefore, Paystubz cannot be held liable for Client errors, wage and hour violations, sex discrimination, or other employment policies, which may violate the law. It is the Client s obligation to immediately check payroll and related documents for accuracy. Paystubz responsibility to perform services under this Agreement may be automatically terminated should Client funds be insufficient or otherwise to cover the net payroll, related taxes, and processing fees. Client hereby agrees that if sufficient funds are not so available, Client may be charged a fee up to $ for each instance of a nonsufficient funds (NSF) return notice. 18. TERMINATION: Client may terminate this Agreement by providing 30 days written notice of termination to Paystubz. Paystubz may terminate this Agreement by providing 90 days written notice of termination to the Client at its last known address. notification satisfies the written notice requirement of this provision provided the recipient of the acknowledges receipt. Termination of the Agreement will be effective 30 or 90 days respectively from the date of receipt of the notice by the non-terminating party. Immediately upon the effective date of

4 termination Client will be responsible for all payroll tax filings and payments along with any and all related payroll compliance obligations. CLIENT FAILURE TO COMPLY TERMINATION: Should Client fail to comply with the terms of this Agreement, Paystubz may, at its discretion, terminate the Agreement via written notification to Client. Upon delivery of such notice, Client immediately releases Paystubz of liability for its performance under this Agreement and Client will immediately become solely responsible for any tax, wage, or related payments, penalties, interest or claims. Paystubz will make notification of termination under this clause in writing. Client agrees, if Paystubz experiences any difficulty contacting Client for purposes of providing service termination notice that termination notice under this paragraph may also be provided via voice or message. 19. FORCE MAJEURE: If Paystubz is prevented from performing any of its obligations under the provisions of this Agreement by reason of any strike, labor difficulty (either existing or threatened at the date hereof or occurring hereafter), lockout, accident, fire, explosion, flood, earthquake, mobilization, war (whether declared or undeclared), hostility, riot, rebellion, revolution, restriction or other act of any government or governments, whether legal or otherwise, acts of public enemies, the elements, FORCE MAJEURE or any other contingency, whether or not of the nature herein above specifically enumerated which is beyond the control of Paystubz and which delays or interrupts the performance of such obligations, such acts or events shall be considered as sufficient justification for delay or non-performance of the terms hereof. 20. AGREEMENT JURISDICTION AND VENUE SELECTION: This Agreement shall be construed in accordance with and governed by the laws of the State of South Dakota without regard to choice of law rules. The parties agree that all actions and proceedings arising in connection with this Agreement shall be tried and litigated exclusively in the State and Federal courts located in the County of Pennington, State of South Dakota. The aforementioned choice of venue is intended by the parties to be mandatory and not permissive in nature, thereby precluding the possibility of litigation between the parties with respect to or arising out of this Agreement in any jurisdiction other than that specified in this section. Each party waives any right to assert the doctrine of forum non conveniens or similar doctrine or to object to venue with respect to any proceeding brought in accordance with this section, and stipulate that the State and Federal Courts located in the County of Pennington, State of South Dakota, shall have in personam jurisdiction and venue over each of them for the purpose of litigating any dispute, controversy, or proceeding arising out of or related to this Agreement. 21. VALIDITY: If any part of this Agreement is held to be invalid, unenforceable or illegal, the validity, enforceability or legality of the remainder of this Agreement shall not be impaired.

5 YOU MUST continue to pay/file your payroll tax responsibilities until your first live payroll has been processed within the Paystubz software. This agreement shall become effective upon being signed by an authorized tax representative of Paystubz. Paystubz sales representatives do not have the authority to bind Paystubz. PAYSTUBZ MAKES NO WARRANTY AND THERE ARE NO WARRANTIES, EXPRESS OR IMPLIED, WHICH EXTEND BEYOND THE DESCRIPTION OF SERVICES TO BE PROVIDED BY PAYSTUBZ IN THIS AGREEMENT AND IN NO EVENT SHALL PAYSTUBZ BE LIABLE TO CLIENT FOR ANY DIRECT, INDIRECT, INCIDENTIAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION ANY LOST INCOME OR PROFITS. PAYSTUBZ IS NOT RESPONSIBLE FOR CLIENT S FAILURE TO COMPLY WITH FEDERAL, STATE, AND LOCAL LAWS AND REGULATIONS. Client Name (list legal entity and DBA name(s)): Client Signature: Print Name and Title in Client Signature: Date: Paystubz Signature: Print Name and Title in Paystubz Signature: Date: