These HRSoft Service Terms (these “HRSoft Terms”), together with the Terms of Service Agreement available at https://hrsoft.in/terms-and-conditions.php (the “Universal Terms” and, together with these HRSoft Terms, the “HRSoft Agreement”), set forth the terms and conditions under which Asure Customer & IP HoldCo LLC (including any applicable affiliate, “Provider”) agrees to provide to User certain HRSoft services and other related services as set forth on the applicable Sales Order (the “HRSoft Service”). These HRSoft Terms are “Service Terms” under the Universal Terms. Capitalized terms used but not otherwise defined in these HRSoft Terms shall have the meanings ascribed to such terms in the Universal Terms. The HRSoft Agreement is a legally binding agreement between User and Provider. User is encouraged to read the HRSoft Agreement carefully and to save a copy of it for User’s records. If User is agreeing to these HRSoft Terms on behalf of a business or an individual other than User, User represents and warrants that User has authority to bind that business or other individual to the HRSoft Agreement, and User’s agreement to these terms will be treated as the agreement of such business or individual. In that event, “User” (as defined in the Universal Terms) also refers to that business or individual. By (i) executing the applicable Sales Order for HRSoft Service, or (ii) accessing or using the HRSoft Service, User accepts the HRSoft Agreement, and User agrees, effective as of the date of such action, to be bound by the HRSoft Agreement.

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1. HRSoft Terms Governed by Universal Terms

The terms and conditions of the Universal Terms agreed to in connection with the execution of the Sales Order, including but not limited to all representations, warranties, covenants, disclaimers, limitations on liability, agreements, and indemnities relating to the Services, are incorporated herein by reference, and User acknowledges and agrees that the representations, warranties, covenants, disclaimers, limitations on liability, agreements, and indemnities contained in the Universal Terms shall remain in full force and effect to the full extent provided therein.

If the terms and conditions of these HRSoft Terms conflict with the terms and conditions of the Universal Terms, the terms and conditions of these HRSoft Terms shall control with respect to the provision of the HRSoft Service.

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2. HRSoft Services

We use your name and email to send you periodic emails, including email newsletters and occasional business announcements and product updates.

Provided that User meets User’s payment obligations and complies with the terms of the HRSoft Agreement, then as long as User is subscribed to the HRSoft Services, Provider will provide User with the HRSoft Services for the purposes of (i) calculating HRSoft and its associated liabilities for User’s business; (ii) processing HRSoft and making related HRSoft payments; (iii) making certain HRSoft tax payments and HRSoft tax filings electronically; and (iv) if applicable, sending wage garnishments, such as child support payments, to applicable local, state, or federal agencies. In performing the HRSoft Services, including for each of the foregoing purposes, Provider will rely on the information furnished by User, the Authorized Users or any authorized representatives, and Provider is not responsible or liable for any errors resulting from such reliance, as further described in Section 12 (Warranties and Limitations of Liability) of the Universal Terms. User may not use the HRSoft Services on a professional basis for anyone other than User.

Depending on the type of HRSoft Service User requests, User may need to agree to additional terms and conditions and complete and sign additional forms or authorizations that Provider provides to User, as required by law or as otherwise necessary to provide the HRSoft Service.

Prior to User’s initial HRSoft processing date, User must submit the completed and executed documents Provider requires for providing the HRSoft Service, including User’s HRSoft and bank account information, any required federal, state, or local powers of attorney, and any additional information requested by Provider. The HRSoft Service provided will be based on and is dependent upon information provided to Provider by User (including proof of federal, state, and local tax identification numbers). Failure to provide the required documents may adversely impact Provider’s ability to perform the HRSoft Service. User is also responsible for: (i) depositing any federal, state, and local withholding liabilities incurred prior to enrolling in the HRSoft Service; (ii) submitting any HRSoft returns to tax agencies (state, federal, and/or local) that were due for HRSoft tax liabilities incurred prior to enrolling in the HRSoft Service; and (iii) cancelling any prior HRSoft service or services of professional employee organizations/employee leasing companies.

In performing the HRSoft Service, User acknowledges and agrees that (i) Provider is not acting in a fiduciary capacity for User and/or User’s business; (ii) using the HRSoft Service does not relieve User of User’s obligations under local, state, or federal laws or regulations to retain records relating to User’s data contained in Provider’s files; and (iii) any information that Provider provides in connection with the HRSoft Service is for informational purposes only and should not be construed by User as legal, tax, or accounting advice.

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3. HRSoft Account

An Authorized User shall approve and submit the Entry Information (as defined below), thereby authorizing Provider to create and transmit credit or debit entries (the “Entries”) necessary to process User’s HRSoft and HRSoft tax transactions. User acknowledges that it is solely responsible for all Entry Information provided to Provider. User agrees to implement and maintain reasonable safeguards to protect against: (i) any unauthorized access to confidential information being stored, processed, or transmitted in connection with Entries, and (ii) submission of fraudulent Entries purportedly on User’s behalf.

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4. Entry Information.

“Entry Information” means any information provided to Provider in connection with the HRSoft Services, including but not limited to information provided by User, Authorized Users, authorized representatives, User’s employees, or User’s independent contractors, including, but not limited to, the information used to calculate and pay employee HRSoft, track User’s defined employee benefits, pay HRSoft taxes to applicable taxing agencies (including User’s employer identification number(s), unemployment insurance tax rates, and employment tax deposit schedule), produce HRSoft tax returns and W-2 statements, and print checks on User’s Online Account (if applicable). Provider will notify User when all information necessary to begin the HRSoft Services has been received and the enrollment process for the HRSoft Services has been completed. Prior to submitting User’s first HRSoft, User shall review the Entry Information for completeness and accuracy. User must correct or provide, respectively, any incorrect or missing Entry Information. User is fully responsible for the accuracy of all information User provides, submits, and/or approves (whether provided directly or through Authorized Users or authorized representatives), and User is solely responsible for any Claims, including but not limited to Internal Revenue Service (“IRS”) penalties and/or interest, and other penalties and/or interest arising from the failure to timely provide and maintain accurate and complete Entry Information at all times. User agrees that by submitting each HRSoft (including the first HRSoft): (i) User approves all Entry Information; (ii) User represents and warrants to Provider that no Entry 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. Department of the Treasury or any other applicable laws, rules, or regulations; (iii) User waives and releases any Claim against Provider arising out of any errors or omissions in the Entry Information which User has not corrected (whether directly or through Authorized Users or authorized representatives) or has not requested User to correct; and (iv) User acknowledges that any subsequent request for corrections will be considered special handling, and additional fees may be charged. Final responsibility for any audits or assessments rests with User. Provider will not have any responsibility for verifying the accuracy of any data User provides. User acknowledges, agrees, and understands that (i) any information or instructions (including but not limited to Entry Information and Entries) communicated to Provider by User, an Authorized User, or an authorized representative (or anyone that Provider reasonably believes to be User, an Authorized User, or an authorized representative) will be deemed fully authorized by User, and User shall be fully responsible for the accuracy of such information and instructions, and any Claims, including but not limited to any IRS penalties and/or interest or other penalties and/or interest arising therefrom; and (ii) notwithstanding such deemed authorization, Provider may in its sole discretion refuse to accept or act upon any such instructions. Provider, its employees, and agents will only collect, use, and disclose data furnished by User or produced by Provider under this Agreement in accordance with Provider’s Privacy Policy.

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5. HRSoft Authorization

Provider will use reasonable efforts to verify that anyone providing an instruction to approve, release, cancel, or amend the Entry Information used to create Entries (each, a “Payment Order”) to be originated by Provider is either User, an Authorized User, or an authorized representative. Provider does not verify or review Payment Orders for the purpose of detecting any errors; it is User’s responsibility to verify the accuracy of Payment Orders. User will be bound by any Payment Order that is received by Provider in compliance with this designated authorization procedure, and User shall indemnify and hold Provider and the other Indemnified Parties harmless from and against any Claims arising from the execution of a Payment Order in good faith and in compliance with such procedures. If a Payment Order describes the payee inconsistently by name and account number, (i) payment may be made on the basis of the account number even if User identifies a person different from the named payee; or (ii) Provider may, in its sole discretion, refuse to accept or may return the Payment Order. If a Payment Order describes a participating financial institution inconsistently by name and identification number, the identification number may be relied upon as the proper identification of the financial institution. If a Payment Order identifies a non-existent or unidentifiable person or account as the payee or the payee’s account, Provider may, in its sole discretion, refuse to accept or may return the Payment Order.

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6. User Funds

User must provide accurate and complete Entry Information and fund its Bank Account with amounts necessary to cover all required payments under the HRSoft Agreement (including, without limitation, employee wage and salary payments, tax payments, and Provider fees) (“Amounts Due”) no later than 10:00 am Eastern Time three (3) banking day(s) prior to each applicable HRSoft direct deposit date, HRSoft tax deposit date, or other settlement or due date and time or such earlier date communicated by Provider in writing (the “Funding Deadline”). Provider may set off any amounts User owes to it against any amounts it owes to User in order for Provider to obtain payment of User’s obligations as set forth in the HRSoft Agreement.

If User does not have sufficient funds in the Bank Account to pay the Amounts Due at the time required, or if User refuses to pay the Amounts Due, then Provider will not be able to pay out the Amounts Due to the applicable parties and will not be liable for any consequences or Claims directly or indirectly arising from such failure to pay, and Provider may (i) debit the Bank Account or any other account owned in whole or in part by User to pay disbursements, fees or charges, HRSoft taxes, or other amounts due; (ii) refuse to pay any unremitted HRSoft taxes to the applicable tax agencies, in which case the HRSoft tax liability will become User’s sole responsibility; (iii) refuse to perform further HRSoft Services; and/or (iv) immediately terminate the HRSoft Agreement. For any amounts due and unpaid, Provider may assess finance charges on such amounts and recover certain fees and costs of collection associated with such amounts in accordance with Section 4 (Fees and Payment) of the Universal Terms.

On or prior to User’s HRSoft direct deposit and/or HRSoft tax deposit date or other applicable settlement or due date, User authorizes Provider to initiate debit Entries to the Bank Account at the depository financial institution indicated by the routing number associated with the Bank Account that User provides to Provider (the “Bank”), and to debit the Bank Account in such amounts as are necessary to (i) fund User’s direct deposits; (ii) pay any fees or charges associated with the HRSoft Services, including, without limitation, finance charges; (iii) pay User’s HRSoft taxes; (iv) pay any debit, correcting, or reversing Entry initiated pursuant to the HRSoft Agreement which is later returned to Provider; (v) verify the Bank Account through a test deposit or debit authorization; and (vi) pay any other amount that is owing under the HRSoft Agreement or in connection with the HRSoft Services. These authorizations are to remain in full force and effect until Provider has received written notice from User of termination of any such authorizations in such time and such manner as to afford Provider and the Bank a reasonable opportunity to act upon such notice. Provider is not responsible for determining whether the bank accounts of any payors or payees have deposit or withdrawal restrictions.

User acknowledges that the origination of Automated Clearing House (“ACH”) transactions to the HRSoft Account (as defined below) and the transmission of funds via ACH transactions to the payee’s account must comply with applicable laws, rules, and regulations, including the NACHA Rules.

User agrees that it will notify Provider, pursuant to NACHA Rules and federal regulations, if funding for User’s HRSoft is received from a foreign financial agency and of any Employees with non-U.S. addresses.

If User fails to deliver accurate and complete Entry Information or funds by the deadline set forth in this Section, Provider shall not be obligated to deliver the HRSoft on the scheduled HRSoft date. If User fails to maintain a sufficient balance in User’s Bank Account to cover all required payments under the HRSoft Agreement then, in addition to all other remedies available at law, User shall pay Provider an insufficient funds fee in an amount to be reasonably determined by Provider. Provider may require certain HRSofts to be funded by wire transfer or by other means providing immediately available funds if Provider in its sole discretion notifies User in writing. Any HRSoft tax liability in excess of $100,000.00 in connection with any single HRSoft run must be received via wire transfer before the Funding Deadline.

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7. Failed Direct Deposits

In the event that a direct deposit HRSoft payment fails to be paid to the payee and Provider cannot ultimately successfully make a payment on User’s behalf to the payee, and the funds are returned to Provider (“Unpaid Funds”), Provider will notify User of such Unpaid Funds and provide User with the appropriate details related to those funds. In addition, Provider will return the Unpaid Funds to User in accordance with Section 6 (User Funds). User, not Provider, is required to contact payees and/or otherwise resolve the Unpaid Funds. User acknowledges that User is responsible for complying with all applicable state unclaimed or abandoned property laws related to Unpaid Funds, and User hereby expressly releases Provider from all liability and Claims directly or indirectly arising from state unclaimed or abandoned property laws, including any applicable penalties and/or interest. Provider shall have no obligation to defend or otherwise indemnify User in the event of an audit, examination, assessment, or other enforcement action by a state related to the Unpaid Funds under its unclaimed or abandoned property laws. User may update the required wage and Entry Information as necessary to reflect any necessary changes in accordance with the provisions of these HRSoft Terms to allow Provider to re-perform the direct deposit HRSoft payment on User’s behalf.

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8. Certain User Agreements and Acknowledgements

User is solely responsible for complying with federal, state, and local laws relating, but not limited to, employment laws and tax laws in connection with its use of the HRSoft Services. User represents that any personal information as defined by applicable law or confidential information that is transferred by User to Provider is collected in accordance with all privacy laws. Provider is not liable for acts or omissions of User or its employees or agents.

User agrees that it will notify Provider if User receives any third-party notices, such as IRS penalty notices, which could affect Provider’s ability to effectively provide the Paryoll Services or which could increase the likelihood that a Claim is brought against User or Provider in connection with the HRSoft Services.

User understands and agrees that User is responsible for its own HRSoft, and that Provider, as User’s HRSoft processor in accordance with the User’s own instructions, will not be responsible or liable for actual deposit amounts or for interest, expenses, or additional claimed damages of any kind.

Amounts withdrawn from the Bank Account for HRSoft direct deposits and HRSoft taxes (“HRSoft Funds”) will be held by Provider in accounts at Provider’s financial institutions (collectively, the “HRSoft Account”) until such time as those payments are due to User’s employees and/or independent contractors and the appropriate taxing agencies, and no interest will be paid to User on these amounts. User acknowledges that Provider is entitled to invest the HRSoft Funds in accordance with its investment guidelines established from time to time, and that Provider, in its own capacity, is entitled to all income and gains derived from or realized from such investments and is not accountable to User, User’s employees, or any other person for such income or gains. In order to facilitate the timely payment of HRSoft direct deposits and HRSoft taxes, Provider may pledge any investments held in the HRSoft Account in connection with a loan, rather than convert such investments to cash for each tax payment. To the extent Provider receives the HRSoft Funds, Provider shall indemnify and hold User harmless from and against any loss of any portion of the principal amount of the HRSoft Funds (including any losses of principal resulting from the investment of the HRSoft Funds) caused by Provider while holding the funds in its HRSoft Account. If Provider incurs losses on the investment of the HRSoft Funds or uses the HRSoft Funds for any other purpose, Provider will make the required HRSoft direct deposits and HRSoft tax deposits on User’s behalf by using Provider’s own funds or other assets. User acknowledges that no state or federal agency monitors or assumes any responsibility for Provider’s financial solvency.

In the event that Provider erroneously credits an amount to the Bank Account in excess of the amount that should have been credited (the “Excess Credit Amount”), if any, then User shall promptly notify Provider as soon as it becomes aware of such erroneous credit. User authorizes Provider to debit any Excess Credit Amounts from the Bank Account, and if the Bank Account contains insufficient funds to cover the Excess Credit Amount, User agrees to promptly refund the Excess Credit Amount to Provider through other payment methods that Provider may deem acceptable at its sole discretion.

Use of the HRSoft Services is conditioned upon User’s full compliance with this Agreement and all applicable laws, rules and regulations.

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9. HRSoft Tax Services; Employee Direct Deposit Services.

User delegates authority to Provider (and its affiliates) to pay appropriate HRSoft taxes and file HRSoft tax returns on User’s behalf (“Provider Tax Services”). This authority includes, as applicable federal, state and most local taxing jurisdictions designated by User. Provider agrees to file these returns with the appropriate taxing authority in a timely manner. User is responsible for providing Provider with all appropriate documentation including without limitation account numbers, filing frequency, payment methods, filing methods and rates. Provider’s initial impound of taxes shall constitute an election by User of Provider Tax Services, unless User affirmatively elects not to receive Provider Tax Services. If User elects not to receive Provider Tax Services, Provider will not pay any HRSoft taxes or file any HRSoft tax returns on behalf of User and User acknowledges and agrees that Provider shall have no responsibility or liability in connection therewith.

Provider shall have no responsibility or liability for performance (including tax deficiencies, penalties, or interest charges) if User has not provided (i) necessary powers of attorney, (ii) accurate, current, and adequate User Data and information to make the necessary HRSoft tax payments or tax filings or provides erroneous User Data or information, or (iii) sufficient funds in User’s designated bank account to cover such HRSoft tax obligations or employee deposits.

Provider will assume responsibility for late payments to the degree that the error was caused by Provider. Responsibility for penalties or interest charges will only be accepted for those incurred in the quarter or portion of the quarter when Provider begins its function as tax agent. The responsibility will end when Provider ends its function as tax agent. It is also understood that errors or faulty returns may be caused by inaccurate information provided to Provider by User, User’s staff, accountants, or other involved parties. If such is the case, Provider may be willing to help rectify the situation, but will not be responsible for any resultant tax deficiency, penalty, or interest charges. Additional fees may be charged by Provider to rectify such errors. For the avoidance of doubt, nothing contained in the HRSoft Agreement relieves User of any tax liabilities or the payment of employee deposits. User shall be obligated to pay immediately any tax liabilities or employee deposits incorrectly computed, under withheld, or otherwise incorrectly processed, whether or not those tax liabilities or other processing errors are a result of the actions or inactions of Provider.

Each User employee who is eligible and desires to use the direct deposit services set forth in the HRSoft Agreement will authorize User and Provider to initiate paperless credits for sums due and payable to him/her for deposit at the participating bank where his/her deposit account is maintained, hereinafter called “receiving bank”. Such authorization will also authorize User and Provider to initiate either paper or paperless debits for sums due to User for erroneous credits or deposits at the receiving bank as governed by NACHA rules. User shall deliver to Provider signed copies of its employee’s direct deposit authorization forms. User shall be solely responsible for ensuring that all account information for such employee remains current and correct and, in the event employee changes banks or accounts, User shall deliver an updated authorization form for such employee to Provider. User will retain all authorizations for a minimum of two (2) years following termination or revocation of the authorization.

As required by the federal government, Provider will utilize the Electronic Federal Tax Payment System (“EFTPS”) to deposit the User’s employment taxes. It is User’s sole responsibility to notify Provider as to whether they are required by law to utilize this payment procedure. If User is required to file and/or pay state and local taxes electronically, and is not registered, and Provider must resort to a manual option to pay User’s taxes, any additional costs or fees charged or incurred will be paid by User. In addition, User shall comply with and be subject to NACHA rules and rules of the originating bank governing electronic funds transfer as such rules shall be in effect among participating banks and the Federal Reserve Bank. Provider will utilize the NACHA system to transfer funds between User and Provider.

User agrees Provider will withdraw the aggregate total of all HRSoft taxes from User’s designated bank account on the date that is the Funding Deadline. These funds will be held by Provider until such taxes are due by state, local, and federal regulations. Should funds be inadequate or should a bank reversal occur due to insufficient User funds being available, Provider shall have no liability for late tax payment all of which shall be User’s liability. Additionally, at Provider’s option Provider may terminate User’s HRSoft Services without notice. Further, Provider at its option may withhold payment of taxes due until the funds are made available. No interest is earned and payable to User on any funds held by Provider. All amounts earned on such funds while held by Provider will be for the sole account of Provider.