Company DBA: Company Legal Name: Company Federal EIN: Company State Unemployment ID Number:

ChoicePay PAYROLL Service Agreement Company DBA: Company Legal Name: Company Federal EIN: Company State Unemployment ID Number: Company is A: Sole Proprietorship Limited Partnership General Partnership (select one) Subchapter S Corporation Subchapter C Corporation Limited Liability Company Non Profit Organization Other (please specify) Company Business Address: Company Mailing Address: Printed Name of Company Principal (Signing this agreement): Company Telephone Number: Company Fax Number: Authorized Payroll Contact Person(s) Name: Phone: Fax: Email: Name: Phone: Fax: Email: Payroll Details Period (ex. Mon-Sun): Cycle (ex. weekly): First pay day(s): How Payroll Information Will Be Submitted to ChoicePay (Anticipated method ok to modify later, provide details): Call: Fax: Email: Online (Additional charges may apply): Payroll Check Packaging (ex. loose, sealed): Vendor Checks (ex. 401(k), insurance, garnishment) Indicate Payee and How Often Check Should Be Cut: 1. Return to Company 2. Return to Company Delivery (ex. mail/courier/pick-up): Mail/Deliver to: Business Address Mailing Address Online Access to Historical Reports, Checks, and Vouchers (Additional fees may apply): Yes No Page 1 of 6

Authorized Employer Signature for Use on Certain Checks (Check all that apply) Tax Checks (Required if ChoicePay is submitting payments on behalf of Company) Vendor Checks (Required if ChoicePay is sending checks directly to vendors) Employee Paychecks (Required if ChoicePay is sending checks directly to employees) Please sign within the blank area below: Worker s Compensation and State Disability Insurance Company understands worker s compensation and state disability insurance must be in place as of the first working day, if required by law. ChoicePay cannot give legal advice regarding these insurances. ChoicePay may initiate contact with a third-party insurance agency; however it is Company s responsibility to ensure any necessary policies are in place. Company would like ChoicePay to initiate contact with a third-party insurance agency regarding worker s compensation insurance on Company s behalf. Check which type: Per-Pay-Period Standard Company would like ChoicePay to initiate contact with a third-party insurance agency regarding state disability insurance on Company s behalf. Tax Liabilities Filing and Payment Form Tax Type(s) Period 941 FICA, Federal w/h Quarterly NYS-45 SUI, State w/h Quarterly 940 FUTA Annual W-3 (W-2) Annual Report Annual 1099 Annual Report Annual Identify the first quarter and year ChoicePay will file and submit payment Required Attachments (Signatures may be required) Voided business check(s) for the company s bank account(s) that will be used to fund payroll Form SS-4 Application for Employer Identification Number **If employer does not already have an Federal EIN Form 8821 Tax Information Authorization Form 8655 Reporting Agent Authorization Form 2678 Employer/Payer Appointment of Agent New York State PrompTax Withholding Tax Enrollment Certificate **Or Change of Enrollment if already enrolled Form NYS-100 (or NYS-100N for non-profits) **New employers only Page 2 of 6

Employee Information ChoicePay requires certain basic information about the employees in order to process the payroll. In addition to the basic information that is absolutely required, Company must also submit details for any additional items that might be pertinent to the employees. Basic information includes: Name, Address, Social Security Number, Federal and State withholding elections, whether or not the employee is a greater than 2% shareholder in an S-Corporation, and pay rate(s). Some examples of additional pertinent (but not required) information would include birth dates, deductions, direct deposit bank information, department information, worker s compensation rates, and any other pertinent information, if applicable. ChoicePay reserves the right to process the payroll with the basic amount of employee information if Company has not provided the additional information within a timely manner and ChoicePay deems it is in Company s best interest to process the payroll. Company will be billed separately for any additional work necessary to correct entries due to missing or incomplete information. The employee information may be submitted in a variety of formats including: 1. ChoicePay s Employee Enrollment / Update Package OR 2. An up-to-date report from your current payroll provider OR 3. Anything in writing from the Company detailing the required employee information Year-to-date Payroll Information (For mid-year switches only) Copy of year-to-date payroll reports (All payroll runs or quarterly summaries) Copy of year-to-date quarterly reports (Forms 941 and NYS-45 in New York) If with another payroll company, certain amounts withheld may need to be refunded to Company and collected by ChoicePay (Social Security, Medicare, and Federal Tax Form 941), (State Tax and SUI Form NYS-45 in New York), and (FUTA Form 940). Additional Information Page 3 of 6

This Payroll Service Agreement (the Agreement ) is made and entered into by and between the business named above/page 1 ( Company ) and ChoicePay, Inc., a New York corporation with offices at 6311 Fly Road, East Syracuse, New York 13057 ( Provider ). This Agreement contains the terms and conditions that govern the use of, and the terms and conditions upon which ChoicePay will provide to Company, certain payroll processing, payroll tax service, accounting services, use of Provider s website choicepaypayroll.com, and other related payroll services (the Service ). 1. SERVICE. Provider will provide Company the Service in accordance with this Agreement. A minimum of ten (10) business days before the initial payroll processing date, Company shall submit the completed and executed documents Provider requires for providing the Service and any additional information requested by Provider. Subsequent to the initial payroll processing, Company will complete and execute any renewals, amendments, or replacements of the aforementioned documents which Provider deems necessary. 2. TAX SERVICES; LIABILITY. In order for the Service to be instituted, Company must submit accurate wage and payroll information to Provider during the enrollment process. Thereafter, Company 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 Provider within a reasonable period of time. Any penalty or interest incurred due to inaccurate or untimely information provided by Company will be the sole responsibility of Company. Company further agrees to hold Provider harmless from such liability. Provider, at its option, may decide not to file Company s payroll tax returns, pay Company s payroll taxes, or otherwise process Company s payroll if there are any unresolved problems with any information requested by Provider or submitted by Company, or if Company has not provided sufficient funds in a timely manner to Provider in order to make payments on Company s behalf. Provider s sole liability and Company s sole remedy for Provider s negligent failure to perform the payroll tax portion of the Service shall be (i) Provider will remit the payroll taxes received from Company to the appropriate taxing authority and (ii) Provider will reimburse Company or pay directly to the appropriate taxing authority any penalties resulting from such negligent error or omission by Provider. 3. TAX SERVICES UPON ENROLLMENT. A. Company will deposit immediately any FICA, Federal, State and Local withholding liabilities incurred to date (before the payroll processing with Provider). B. Company will submit any payroll returns to tax agencies (federal, state, and/or local) that are now due. C. Company will cancel any prior payroll service or leasing agency and inform them how to handle the taxes according to this documentation (described in A. and B. above) once Provider has provided express written notice to Company that it is okay to do so (described in VERIFICATION OF DATA Section below). D. Company will request a refund of withheld but un-deposited FUTA (federal unemployment) and SUI (state unemployment) for the current quarter. E. Company will notify Provider immediately of any deposited current quarter FUTA and/or SUI. F. Effective with the first check date, Provider will assume responsibility for FICA, Federal, State, FUTA, and SUI liabilities incurred in the calendar quarter of the first processing unless requested otherwise by Company. Provider will debit the Company s account with the first payroll processing, for FICA, Federal withholding, State withholding, FUTA, and SUI liabilities incurred in the current quarter previous to the first processing with Provider. The debit amount will be calculated based on the current quarter wage detail provided by the Company during implementation. 4. ACCOUNT DEBITING. A. On or prior to Company s payroll direct deposit and/or payroll tax deposit date or other applicable settlement or due date, Company authorizes Provider to initiate debit entries to Company s account(s) and to debit Company s account(s) in such amounts as are necessary to (i) fund Company s direct deposits, (ii) pay any fees or charges associated with the Service, (iii) pay Company s payroll taxes, (iv) pay any debit, correcting or reversing entry initiated pursuant to this Agreement which is later returned to Provider, 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 Provider has received notice from Company of its termination in such time and such manner as to afford Provider a reasonable opportunity to act upon it. B. If Company does not have sufficient funds in Company s account(s) to pay disbursements, fees, payroll taxes or any other amounts due under this Agreement at the time required, or if Company refuses to pay, Provider may (i) debit the Payroll Tax Account or any account at Company s financial institution or any Affiliate owned in whole or in part by Company or any personal account(s) owned in whole or in part by business owners, officers, or shareholders of Company 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 Company, (iii) refuse to perform further services, and/or (iv) immediately terminate this Agreement. Provider may assess finance charges to the extent allowed by law on any amounts owing and unpaid ten (10) days after demand. Provider may recover from Company any costs including, without limitation, reasonable attorneys fees and expert witnesses fees Provider may incur in connection with any termination of this Agreement or collection of amounts due hereunder. Page 4 of 6

5. SERVICE FEES AND CHARGES. Company agrees to pay Provider for the Service in accordance with the fees set forth by Provider. Provider will provide a detailed description of fees at Company s request. Furthermore, Provider reserves the right to modify fees from time to time. Company is responsible to notify Provider within a timely manner of any fee discrepancies or concerns regarding ongoing service fees. 6. CHANGES TO THE SERVICE. Provider reserves the right to change the terms, conditions, and fees for the Service at any time. Provider will endeavor to, but shall not be obligated to, provide thirty (30) days prior notice of any material change. Notice may be provided in writing, electronically, or via Provider s website choicepaypayroll.com. If Company does not wish to be bound by such change, it may discontinue using and terminate the Service before the change becomes effective. If Company continues to use the Service after the change becomes effective, it will be bound by the change. Company has the responsibility to assure that Company s address, including any electronic address(es), and account information in Provider s records are accurate. The timing of an advance notice of change may be shortened when permitted or required by law. 7. VERIFICATION OF DATA. A. Provider will notify Company when all data necessary to begin the Service has been received and the enrollment process has been completed. It is Company s sole responsibility to review for completeness and accuracy the Payroll Information (as hereinafter defined). For purposes of this Agreement, Payroll Information shall mean all information provided to Provider during the enrollment process including, but not limited to, that which is used to calculate and pay employee payroll, track Company-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 Company s account (if applicable). Upon receipt of the first payroll checks and reports, and each set of payroll reports and checks thereafter, Company must review and correct incorrect or missing Payroll Information by notifying Provider within a reasonable amount of time. Company 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. Company agrees that by submitting each payroll (including the first payroll): (i) Company has approved all Payroll Information, (ii) Company has represented and warranted to Provider that no Payroll Information submitted to Provider will result in Entries that would violate the sanctions program of the Office of Foreign Assets Control of the U.S. Treasury or any other applicable laws or regulations, (iii) Company has waived and released any claim against Provider arising out of any errors in the Payroll Information which Company has not itself corrected or has not requested Provider to correct, and (iv) any subsequent request for corrections will be considered special handling and additional fees may be charged. Final audit responsibility rests with Company. Although Provider will make a reasonable effort to review information provided by Company, Provider may accept payroll information in a variety of formats and will not have any responsibility for verifying the accuracy of any data Company provides to Provider. C. Provider may permit, but shall not be obligated to permit Company s Payroll Approver, a designated Company representative and/or designated Company Administrator to communicate with Provider by telephone, electronic mail, or other means about the Service. 8. GENERAL TERMS AND CONDITIONS. A. Provider, its employees, and agents will hold in strict confidence all data furnished by Company or produced by Provider under this Agreement; provided, however, that such parties will not be held liable if such data is released through other sources, or if Provider, its employees and agents release the data because of a reasonable belief that Company has consented to such disclosure. Provider, its employees, and agents may share data provided by Company with business affiliates and/or partners to the extent that additional payroll related services may be offered to Company or serviced by Provider s affiliates and/or partners. Provider is not affiliated with Legend Equities Corporation, Member FINRA and SIPC. Legend Equities Corporation does not offer tax, payroll, or related services or advice. Provider may receive compensation directly or indirectly from affiliates and/or partners as a result of their business relationship with Provider. B. In performing the Service, Company agrees that Provider is not acting in a fiduciary capacity for Company or its benefit. In addition, neither use of the Service nor anything contained in this Agreement relieves Company of Company s obligations under federal or state laws or regulations to retain records relating to the data contained in Provider s files. C. Provider may at any time use agents and/or independent contractors ("Contractors") to process Entries or provide all or any portion of the Service. Provider will be responsible for the acts and omissions of its Contractors in the same manner as if Provider had performed the portion of the Service itself and any claims against its Contractors or Provider (with respect to the acts or omissions of its Contractors) shall be subject to the limitations of liability set forth in this Agreement to the same extent as if Provider had performed the portion of the Service itself. However, Provider will not be deemed to be the agent of, nor responsible for the acts or omissions of any other person, including, without limitation, any Federal Reserve Bank, ACH, Internet service provider or transmission or communications facility, any receiver or receiving depository financial institution (including, without limitation, the return of an Entry by such receiver or receiving depository financial institution), and no such person shall be deemed Provider's agent. Page 5 of 6

D. In connection with the Service, Provider may assist Company with enrolling in, maintaining, and submitting payments to retirement plans, insurance plans, worker s compensation insurance plans, and/or other similar payroll-related benefits and/or liabilities ( Plans ) because they are closely related to the Service. Provider is not an agent or representative of such Plans. It is Company s sole responsibility to ensure the requirements mandated by federal, state, and local laws are satisfied at all times (such as worker s compensation insurance laws, state disability insurance laws, retirement plan laws, etc.). It is Company s sole responsibility to ensure that requirements set forth by such Plans are satisfied at all times. It is Company s sole responsibility to ensure that payments are received accurately and on time by the receiving vendor or institution. It is Company s responsibility to notify Provider immediately if any discrepancies exist. Company agrees to hold Provider harmless of any penalties, liabilities, and all other consequences resulting from Provider s assistance in making such payments on Company s behalf and/or providing assistance and/or advice with respect to such Plans. It is Company s responsibility to seek out and adhere to the advice of qualified advisors with respect to such Plans. E. Governing Law. This Agreement shall be interpreted and construed in accordance with the laws of the State of New York, without regard to the conflicts of laws principles thereof. F. Consent to Jurisdiction. Company irrevocably submits (for itself and in respect of its property) to the jurisdiction of any state or federal court sitting in Onondaga County, New York, in any action or proceeding arising out of, or relating to, this Agreement and acknowledges and agrees that all claims in respect of the action or proceeding may be heard and determined in any such court. Company also agrees not to bring any action or proceeding arising out of, or relating to, this Agreement in any other court. Company waives any defense of inconvenient forum to the maintenance of any action or proceeding so brought. G. Further Assurances. Company agrees to do such further acts and things, and to execute and deliver such additional documents, agreements, and instruments, as Provider may at any time and from time to time request in connection with the administration of the Service and with the administration or enforcement of this Agreement. Company has caused this Agreement to be executed by signature on the date written below by a principal of Company, which by execution hereof, such person represents that he or she is a principal of Company and has the authority to execute this Agreement on behalf of Company and bind Company to this Agreement. A copy of this Agreement will be deemed as valid as the original. Agreed To and Accepted By: Company s DBA: Company s Legal Name: Printed Name of Company Principal (signing this agreement): Signature of Company Principal: Title of Company Principal: Date: Page 6 of 6