This Payroll Service Agreement (the "Agreement") is made and entered into by and between you and Copio Payroll, Inc., a New York corporation doing business as Copio Payroll( "Copio Payroll"). This Agreement contains the terms and conditions that govern the use of, and the terms and conditions upon which Copio Payroll will provide to you, certain payroll processing, payroll tax service and other related payroll services (collectively the"Service"), which is provided through Copio Payroll's website and/or mobile application operated by Copio Payroll.

You are required to indicate your acceptance of the terms and conditions below in order to access and use the Service. By accessing and/or using the Service, you are consenting to be bound by this Agreement. If you are agreeing to these terms on behalf of a business, you represent and warrant that you have authority to bind that business to this Agreement, and your agreement to these terms will be treated as the agreement of the business. In that event, "you" and "your" refer to that business.

Service

As long as you meet your payment obligations and comply with the terms this Agreement, Copio Payroll will provide you the Service for the purpose of calculating payroll and its associated liabilities for your business and/or household employees, and making related payroll and tax payments or tax filings electronically, for the period of time provided in your ordering and activation terms. You may not use the Service on a professional basis for anyone other than you.

Depending on the type of Service you request, you may need to agree to additional terms and conditions and complete and sign additional forms or authorizations that Copio Payroll provides to you as required by law or otherwise necessary to provide the Service.
You consent to and authorize Copio Payroll at any time to obtain credit reports about you and/or your business, and to report adverse credit information about you and/or your business, to others, including the Internal Revenue Service and any applicable state taxing authorities. Copio Payroll may, at its discretion, decline to offer the Service to you for any reason, including in the event that the enrollment process is not satisfactorily completed, Copio Payroll is unable to verify satisfactory credit of you and/or your principals and/or for other lawful business reasons.

Prior to your initial payroll processing date, you must submit the completed and executed documents Copio Payroll requires for providing the Service, including your payroll and bank account information, any required federal, state or local powers of attorney, and any additional information requested by Copio Payroll. In performing the Service, you acknowledge and agree that Copio Payroll is not acting in a fiduciary capacity for you and/or your business and using the Service does not relieve you of your obligations under federal or state laws or regulations to retain records relating to your data contained in Copio Payroll's files.

The Service does not include obtaining access to the Internet for connecting to the Service. You acknowledge that the operation and availability of the communications systems used for accessing and interacting with the Service or to transmit information to the taxing authorities can be unpredictable and may, from time to time, interfere with or prevent access to the Service or its operation. Copio Payroll is not in any way responsible for any such interference with or prevention of your use of or access to the Service. In such cases, you must contact customer support by other means for instructions on how to calculate paychecks for your employees and make tax payments and filings. You will, at your own cost and expense, obtain, install and, at all times during its utilization of the Service, maintain in good working order all software, hardware and other equipment necessary for you to perform in accordance with this Agreement. In the event of any failure of such software, hardware or other equipment, you will deliver to Copio Payroll all data which you would otherwise have provided that is necessary for Copio Payroll to perform Copio Payroll's obligations in connection with the Services.

You agree not to: (i) use the Service other than as authorized in this Agreement; (ii) use any device, software, or routine that interferes with any application, function, or use of the Service, or is intended to damage, detrimentally interfere with, surreptitiously intercept, or expropriate any system, data, or communication; (iii) resell, sublicense, time-share, or otherwise share the Service with any third party; (iv) frame or mirror the Service; (v) decompile, disassemble or reverse-engineer the underlying software or application that is part of the Service or otherwise attempt to derive its source code; (vi) use the Service either directly or indirectly to support any activity that is illegal; (vi) access the Service for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes; or (vii) authorize any third parties to do any of the above.

Third Party Service

Through the Service, you'll be able to elect to receive services from partners of Copio Payroll (each such service, a"Third Party Service", and each such partner, a "Partner"). Copio Payroll is not responsible for Third Party Services or any material, information or results available through Third Party Services and the applicable Partners may require you to agree to terms and conditions or agreements with respect to their provision of the Third Party Services to you. You are solely responsible for, and assume all risk arising from, your election and receipt of any Third Party Service. If you elect to receive a Third Party Service, you authorize Copio Payroll to submit to the applicable Partner any and all documents and information about you, your business and your business' employees, necessary for such Partner to provide the Third Party Service to you, including without limitation your Payroll Information, bank account information, your employees bank account information, any required federal, state or local powers of attorney, and any additional information, such as the personal information of your employees, requested by such Partner that you have provided to Copio Payroll in connection with this Agreement and your receipt of the Service (collectively, the "Shared Information"). You are responsible for the accuracy of all Shared Information you provide to us and approve to be submitted to Partners. You represent and warrant that you have all the rights in and to any Shared Information necessary to provide Shared Information to Copio Payroll, and that Copio Payroll's use of Shared Information as contemplated hereunder will not violate any rights of privacy or other proprietary rights, or any applicable local, state or federal laws, regulations, orders or rules. You agree that by electing to receive a Third Party Service, and consenting and authorizing Copio Payroll to submit your Shared Information to a Partner, you have waived and released any claim against Copio Payroll arising out of a Partner's use of your Shared Information. In no event will Copio Payroll be liable to you or any third party for any direct, indirect, consequential, special, or punitive loss or damages regardless of whether such damages are based on contract, tort (including negligence), strict liability, or any other theory or form of action or whether Copio Payroll knew or should have known of the likelihood of such damages in any circumstances, arising out of or related to a Partner's use of your Shared Information.

Payroll Account

You will designate and authorize either yourself and/or one or more individual users of the Service with authority to act on your behalf and to bind you and/or your business (each a "Payroll Administrator"), who may access the Service by entering a confidential user ID and password created by following the instructions provided via the Service and which will entitle them, depending on their designation and permissions given, to have authority to access, review, modify and/or provide approvals on your behalf. The Payroll Administrator will approve and submit the Payroll Information thereby authorizing Copio Payroll to create and transmit credit or debit entries ( "Entries") necessary to process your payroll and payroll tax transactions.

You will, and will cause your authorized users to, take reasonable steps to maintain the confidentiality of the authorization procedures and the user IDs and passwords and related instructions provided by Copio Payroll. If you believe or suspect that any such user IDs and passwords or related instructions have been known or accessed by unauthorized persons, you will immediately notify Copio Payroll in a manner affording Copio Payroll a reasonable opportunity to act on the information, and you acknowledge that failure to immediately notify Copio Payroll could result in loss of funds and unauthorized access to confidential information concerning you and your employees.Copio Payroll reserves the right to prevent access to the Service should Copio Payroll have reason to believe the confidentiality of the security procedure or the confidentiality of the user IDs and passwords have been compromised. You are responsible for any actions taken on the Service by your Payroll Administrator and/or any other authorized users, and for any transactions resulting from your failure to maintain the confidentiality of your account. You agree that the provision of a user ID and password by you, your Payroll Administrator and/or any other authorized users, will have the same effect as providing a written signature authorizing electronic payments, filings and other actions on the Service.

Payroll Information

Copio Payroll will notify you via electronic communication or by other means when all data necessary to begin the Service has been received and the enrollment process has been completed. You shall then, prior to submitting your first payroll, review for completeness and accuracy the Payroll Information. For purposes of this Agreement, "Payroll Information" shall mean all information posted for your review on the Service such as, the information used to calculate and pay employee payroll, track your 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 your account (if applicable). You must correct incorrect or missing Payroll Information, either by itself or by notifying Copio Payroll in the manner specified in the electronic communication and within the time period specified therein. You are fully responsible for the accuracy of all information you provide, submit and/or approve, including, without limitation any IRS or other penalties and/or interest arising therefrom.

You agree that by submitting each payroll (including the first payroll): (i) you have approved all Payroll Information, (ii) you have represented and warranted to Copio Payroll that no Payroll Information submitted to Copio Payroll 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) you have waived and released any claim against Copio Payroll arising out of any errors in the Payroll Information which you have not yourself corrected or have not requested Copio Payroll 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 you. Copio Payroll will not have any responsibility for verifying the accuracy of any data you provide or directly input via the Service or any other method.

Copio Payroll may permit, but shall not be obligated to permit your Payroll Administrator or other a designated representative to communicate with Copio Payroll by electronic mail or other means about the Service. You acknowledge that any such electronic mail communication or other means of communication will be made available for your benefit and convenience, that any Payroll Information, Entries or other instructions communicated to Copio Payroll will be deemed to have been fully authorized by you and you shall be fully responsible for the accuracy of such information including, without limitation, any IRS or other penalties and/or interest arising therefrom; and that, notwithstanding such deemed authorization, Copio Payroll may in its sole discretion refuse to accept or act upon any such instructions.

Copio Payroll, its employees and agents will hold in strict confidence all data furnished by you or produced by Copio Payroll under this Agreement; provided, however, that such parties will not be held liable if such data is released through other sources, or if Copio Payroll, its employees and agents release the data because of a reasonable belief that you have consented to such disclosure.

Payroll Authorizations

Copio Payroll will verify the authenticity of an instruction approving, releasing, cancelling or amending the Payroll Information used to create Entries (each, a "Payment Order") to be originated by Copio Payroll using the authorization procedures described herein. Copio Payroll does not verify or review Payment Orders for the purpose of detecting any errors. You will be bound by any Payment Order received and verified by Copio Payroll in compliance with the designated authorization procedure, and you shall indemnify and hold Copio Payroll harmless from and against any loss suffered or liability incurred by, or arising from, the execution of a Payment Order in good faith and in compliance with such procedures.

If a Payment Order describes the receiver inconsistently by name and account number (i) payment may be made on the basis of the account number even if you identify a person different from the named receiver or (ii) Copio Payroll 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 receiver or the receiver's account, Copio Payroll may in its sole discretion refuse to accept or may return the Payment Order.

Bank Account Debiting

On or prior to your payroll direct deposit and/or payroll tax deposit date or other applicable settlement or due date, you authorize Copio Payroll to initiate debit entries to your designated bank account specified by you through the Service (your "Bank Account") at the depository financial institution the routing number of which is given above (your "Bank"), and to debit your Bank Account in such amounts as are necessary to (i) fund your direct deposits, (ii) pay any fees or charges associated with the Service, including, without limitation, finance charges, (iii) pay your payroll taxes, (iv) pay any debit, correcting or reversing entry initiated pursuant to this Agreement which is later returned to Copio Payroll, 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 Copio Payroll has received written notice from you of termination in such time and such manner as to afford Copio Payroll and your Bank a reasonable opportunity to act upon it. You will maintain in your Bank Account as of the applicable settlement date and time immediately available funds sufficient to cover all credit entries you originate through Copio Payroll. Your obligation to pay Copio Payroll for each credit entry matures at the time Copio Payroll transmits or otherwise delivers the credit entry to the Automated Clearing House ( "ACH") or gateway operator and is unaffected by termination of the Service. Copio Payroll may set off against any amount it owes to you in order to obtain payment of your obligation as set forth in this Agreement. You acknowledge that the origination of ACH transactions to its account must comply with the provisions of U.S. law. Amounts withdrawn for payroll taxes will be held by Copio Payroll at Copio Payroll's financial institution (the "Payroll Tax Account") until such time as those payments are due to the appropriate taxing agencies, and no interest will be paid to you on these amounts.

If you do not have sufficient funds in your Bank Account to pay disbursements, fees, payroll taxes or any other amounts due under this Agreement at the time required, or if you refuse to pay, Copio Payroll may (i) debit the Payroll Tax Account or any other account owned in whole or in part by you 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 your sole responsibility, (iii) refuse to perform further services, and/or (iv) immediately terminate this Agreement.Copio Payroll may assess finance charges on any amounts owing and unpaid ten (10) days after demand. Finance charges are assessed at a rate of 1.5% per month (18% per annum) or the highest amount permitted by law, whichever is less. Copio Payroll may recover from you any costs including, without limitation, reasonable attorneys' fees and expert witnesses' fees Copio Payroll may incur in connection with any termination of this Agreement or collection of amounts due hereunder.

Ach Origination

The Service will enable you to enter the Payroll Information and to approve and submit it to Copio Payroll for creation, formatting and transmission of Entries in accordance with the ACH Rules (as defined below). Copio Payroll may reject any Payroll Information or Entry which does not comply with the requirements in this Agreement or the ACH Rules or with respect to which your Bank Account does not contain sufficient available funds to pay for the Entry. If any Payroll Information or Entry is rejected, Copio Payroll will make a reasonable effort to notify you promptly so that you may correct such Payroll Information or request that the Copio Payroll correct the Entry and resubmit it. A notice of rejection will be effective when given. Copio Payroll will have no liability to you by reason of the rejection of any Payroll Information or Entry, the fact that notice is not given at an earlier time than that provided for in this Agreement or for any loss resulting from Copio Payroll's failure to provide notice. If you request that Copio Payroll repair an Entry on your behalf, Copio Payroll may attempt to do so; provided, however, that Copio Payroll will not be liable for its failure to make any requested repair.

You will have no right to cancel or amend any Payroll Information received by Copio Payroll after it has been approved by your Payroll Administrator and submitted to Copio Payroll. Copio Payroll will use reasonable efforts to act on such request prior to transmitting the Entries to the ACH or gateway operator, but will have no liability if the cancellation or amendment is not affected. You will reimburse Copio Payroll for any expenses, losses or damages Copio Payroll may incur in effecting or attempting to affect your request. Except for Entries created from Payroll Information that have been reapproved and resubmitted by you in accordance with the requirements of this Agreement,Copio Payroll will have no obligation to retransmit a returned Entry to the ACH or gateway operator if Copio Payroll complied with the terms of this Agreement with respect to the original Entry.

Copio Payroll will process the Payroll Information and Entries in accordance with its then current processing schedule, provided (i) the Payroll Information is approved by your Payroll Administrator and received by Copio Payroll no later than your applicable cut-off time on a business day and (ii) the ACH is open for business on that business day. If Copio Payroll receives approved Payroll Information after the cut-off time, Copio Payroll will not be responsible for failure to process the Payroll Information on that day. If any of the requirements of clause (i) or (ii) of this Subsection are not met, Copio Payroll will use reasonable efforts to process the Payroll Information and transmit the Entries to the ACH with the next regularly scheduled file created by CopioPayroll which is on a business day on which the ACH is open for business.

Origination, receipt, return, adjustment, correction, cancellation, amendment and transmission of Entries must be in accordance with the Operating Rules of the ACH in which Copio Payroll is a participant and, with respect to credit entries which constitute Payment Orders, Article 4A of the Uniform Commercial Code as adopted in the state whose law governs this Agreement, as both are varied by this Agreement, and as both are amended from time to time (the "ACH Rules"). You acknowledge that you have had an opportunity to review and agree to comply with and be bound by the ACH Rules and all future amendments.

Any credit Copio Payroll gives to you is provisional until Copio Payroll receives final settlement and the Entry for which credit was given is deemed to be finally paid as provided in this Agreement, the ACH Rules and all laws, rules and regulations governing any aspect of the Entry, including the laws, rules and regulations of the country to which the Entry was sent. If Copio Payroll does not receive final settlement, it is entitled to a refund from the credited person and you will not be deemed to have paid that person. Upon request, Copio Payroll will make a reasonable effort to reverse an Entry, but will have no responsibility for the failure of any other person or entity to honor your request. You agree to reimburse Copio Payroll for any expenses incurred in attempting to honor such request.

You expressly acknowledge that Copio Payroll does not intentionally or knowingly engage in or support International ACH Transactions ( "IATs"), as defined in the Operating Rules of the National Automated Clearing House Association ( "NACHA Rules"). You represent and warrant that (i) the direct funding for the Entries originated by Copio Payroll on behalf of you does not come from or involve a financial agency office that is located outside the territorial jurisdiction of the United States; (ii) you will not instruct Copio Payroll to create, originate or transmit Entries that are IATs or Entries using a Standard Entry Class Code (as defined in the NACHA Rules) other than IAT if such Entries are required to be IATs under the NACHA Rules; and (iii) you will not engage in any act or omission that causes or results in Copio Payroll creating, originating or transmitting an IAT or a payment that should have been categorized as an IAT pursuant to the NACHA Rules.Copio Payroll may, in its sole discretion, temporarily or permanently suspend providing the Service to you, without liability, if Copio Payroll has reason to believe that you have breached any of foregoing representations and warranties in this paragraph. You acknowledge that you are the originator of each Entry and that under the ACH Rules,Copio Payroll makes certain warranties with respect to each Entry. You agree to reimburse Copio Payroll for any loss Copio Payroll incurs, including its reasonable attorneys' fees and legal expenses, as the result of a breach of a warranty made by Copio Payroll unless the breach resulted solely from Copio Payroll's own gross negligence or intentional misconduct. You acknowledge that under the ACH Rules, Copio Payroll indemnifies certain persons. You agree to reimburse Copio Payroll for any loss Copio Payroll incurs, including its reasonable attorneys' fees and legal expenses, as the result of the enforcement of an indemnity, unless enforcement resulted solely from Copio Payroll's own gross negligence or intentional misconduct.

Taxes; Liability

In order to use the Service, you must submit accurate wage and payroll information to Copio Payroll during the enrollment process. Copio Payroll will not be liable for any penalty, interest or other liability that results from inaccurate or incomplete information you supply. The wage and payroll information must be reconciled with your payroll tax returns for the current calendar year and your wage and payroll tax information for the current quarter. Thereafter, you shall timely and accurately update all wage and payroll information as necessary to reflect changes and respond with additional information requested from time to time by Copio Payroll. It is your responsibility to submit complete and accurate information to Copio Payroll in connection with the Service. Any penalty or interest incurred due to inaccurate information provided by you will be your sole responsibility. You further agree to hold Copio Payroll harmless from such liability. Copio Payroll, at its option, may decide not to file your payroll tax returns, pay your payroll taxes or otherwise process your payroll if there are any unresolved problems with any information requested by Copio Payroll or submitted by you. Copio Payroll's sole liability and your sole remedy for Copio Payroll's negligent failure to perform the payroll tax portion of the Service shall be (i) Copio Payroll will remit the payroll taxes received from you to the appropriate taxing authority and (ii) Copio Payroll will reimburse you or pay directly to the appropriate taxing authority any penalties resulting from such negligent error or omission by Copio Payroll.

You are responsible for: (i) depositing any FICA, Federal, State and Local withholding liabilities incurred to date (before the payroll processing with the Copio Payroll); (ii) submitting any payroll returns to tax agencies (state, federal, and/or local) that are now due; and (iii) cancelling any prior payroll service or leasing agency.

Services Fees and Charges

You agree to pay the fees for the Service in accordance with applicable fee schedule. You agree to reimburse Copio Payroll for any sales, use and similar taxes arising from the provision of the Service that any federal, state or local governments may impose. Copio Payroll may charge additional fees for exceptions processing, setup and other special services. Copio Payroll reserves the right to change the schedule of fees from time to time. You will be notified of any change in fees at least 30 days in advance of the effective date. If a fee increase or change to this Agreement is not acceptable, you may cancel the Service as provided herein prior to the time when it takes effect. Your continued use of the Service constitutes your agreement to those changes. If Copio Payroll is unable to collect fees due because of insufficient funds in your Bank Account or for any other reason, you must pay the amount due immediately upon demand, plus any applicable exceptions processing fees, bank fees or charges for return items, plus interest at the lesser of 18% annually or the maximum allowed by law, plus attorney's fees and other costs of collection as allowed by law. In addition, Copio Payroll may suspend the Service or terminate this Agreement and avail itself of any other available remedy. Copio Payroll also reserves the right to make any appropriate reports to credit reporting agencies, financial institutions, tax agencies and law enforcement authorities, and cooperate with them in any resulting investigation or prosecution.

Proprietary Rights

Copio Payroll owns all worldwide right, title and interest in and to the Service and the website, applications and software platform that Copio Payroll uses to provide the Service ( "Copio Payroll IP"). This Agreement does not convey any proprietary interest in or to any Copio Payroll IP or rights of entitlement to the use thereof except as expressly set forth herein. You acknowledge and agree that the fees paid pursuant to this Agreement apply only to the use of the Service by you. Any feedback, comments and suggestions you may provide for improvements to the Service ( "Feedback") is given entirely voluntary and Copio Payroll will be free to use, disclose, reproduce, license or otherwise distribute, and exploit such Feedback as it sees fit, entirely without obligation or restriction of any kind.

Disclaimer

Your use of the Service is entirely at your own risk. Copio Payroll is not in the business of providing legal, tax, financial, accounting, employment, or other professional services or advice. You should consult a professional trained in those areas if you need such assistance. The Service is provided "AS IS" and on an "AS AVAILABLE" basis. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, COPIO PAYROLL DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, DATA LOSS, NON-INFRINGEMENT, OR THE ACCURACY, RELIABILITY, QUALITY OF ANY INFORMATION OR CONTENT IN OR LINKED TO THE SERVICE. COPIO PAYROLL DOES NOT WARRANT THAT THE SERVICE WILL BE COMPLETELY SECURE, FREE FROM BUGS, VIRUSES, INTERRUPTION, ERRORS, THEFT OR DESTRUCTION. If the exclusions for any implied warranties do not apply to you, any implied warranties are limited to 60 days from the date of delivery of the Service.

Term; Termination

The Service will continue until such time as you or Copio Payroll gives 30 days' prior written notice (which may be given by email or through a notice in your account), unless termination is for cause. Copio Payroll may terminate or temporarily suspend your access to the Service in the event that: (i) you breach any material provision of this Agreement that, (if it is capable of being cured) is not cured within 10 days from notice to you (5 days in the case of non-payment); or (ii) Copio Payroll determines that your actions are likely to cause legal liability for Copio Payroll or that you have misrepresented any data or information required by Copio Payroll in connection with the Service or at any other time.Copio Payroll may immediately terminate this Agreement without notice to you if you file, or have filed against you, a petition under the U.S. Bankruptcy Code or a similar state or federal law. The termination of the Service or this Agreement will not affect your or Copio Payroll's rights with respect to transactions which occurred before termination. Upon any termination of the Service, your right to access and use the Service will automatically terminate, and you may not continue to access or use the Service. Copio Payrollwill have no liability for any costs, losses, damages, or liabilities arising out of or related to Copio Payroll's termination of this Agreement. Sections 6 through 18 will survive and remain in effect even if the Agreement is terminated, cancelled or rescinded.

Indemnity; Limitation of Liability

You agree to indemnify, defend and hold Copio Payroll and its agents, contractors, services providers and affiliates (each, an "Indemnified Party"), harmless against all liabilities, claims, demands, damages, losses, fines, judgments, disputes, costs, charges and expenses (including, without limitation, reasonable attorneys' fees incurred in connection with such claims) made by you or others resulting from, arising out of or related to (i) any acts or omissions by you, your Payroll Administrator and/or any other authorized users, or (ii) Copio Payroll's or any other Indemnified Party's use of or reliance on information and data furnished by you or resulting from activities that Copio Payroll or any other Indemnified Party undertakes at your request, or at the request of anyone Copio Payroll or any other Indemnified Party believes in good faith to be your authorized agent, in providing the Service or otherwise in connection with this Agreement. In no event will Copio Payroll's or any other Indemnified Party's liability for any act or omission relating to the Service exceed the total charge for services provided for the six (6) month period immediately preceding such act or omission by the Copio Payroll. IN NO EVENT WILL COPIO PAYROLL OR ANY OTHER INDEMNIFIED PARTY HAVE LIABILITY FOR ANY CONSEQUENTIAL, SPECIAL, PUNITIVE OR INDIRECT LOSS OR DAMAGES REGARDLESS OF WHETHER SUCH DAMAGES ARE BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER THEORY OR FORM OF ACTION OR WHETHER COPIO PAYROLL OR ANY OTHER INDEMNIFIED PARTY KNEW OR SHOULD HAVE KNOWN OF THE LIKELIHOOD OF SUCH DAMAGES IN ANY CIRCUMSTANCES.

Governing Law

This Agreement shall be interpreted and construed in accordance with the laws of the State of California, without regard to the conflicts of laws principles thereof. You irrevocably submit (for yourself and in respect of your property and business) to the jurisdiction of any state or federal court sitting in San Francisco County, California, in any action or proceeding arising out of, or relating to, this Agreement and acknowledge and agree that all claims in respect of the action or proceeding may be heard and determined in any such court. You also agree not to bring any action or proceeding arising out of, or relating to, this Agreement in any other court. You waive any defense of inconvenient forum to the maintenance of any action or proceeding so brought.

Alternative Dispute Resolution

Notwithstanding any other provision in this Agreement, if either you or Copio Payroll have any unresolvable dispute, controversy or claim, whether founded in contract, tort, statutory or common law, concerning, arising out of or relating to this Agreement or the Service, including any claim regarding the applicability, interpretation, scope or validity of this arbitration clause and/or this Agreement (a "Claim") and upon the demand of either party, it will be settled by individual (not class or class-wide) binding arbitration administered by the American Arbitration Association (AAA) in accordance with the then current Commercial Financial Disputes Arbitration Rules, including any expedited procedures.A demand that a Claim be submitted to arbitration may be made before the initiation of any legal proceeding or within ninety (90) days following the service of a complaint, third-party complaint, cross-claim or counterclaim and if a party in a pending legal proceeding demands a Claim to be submitted to arbitration, the party initiating the action will immediately dismiss the legal proceeding and file the claim in arbitration. Arbitration hearings will be held in a mutually agreeable location or if no such agreement can be reached, the city where the dispute occurred. A single arbitrator will be appointed by the AAA and shall be a practicing attorney or retired judge having experience with and knowledge of payroll and online commerce law. The arbitrator will follow the law and will give effect to any applicable statutes of limitation. The prevailing party shall be entitled to an award of the costs and expenses of the arbitration, including attorneys' fees and expert witness fees. A judgment on the award may be entered by any court having jurisdiction. The parties agree and acknowledge that this agreement evidences a transaction involving interstate commerce and that the Federal Arbitration Act (Title 9 of the United States Code) shall govern the interpretation, enforcement, and proceedings pursuant to the arbitration clause in this Agreement.

Changes to the Service

Copio Payroll reserves the right to change the terms, conditions, and services at any time, which will be effective when posted on the Service or when you are notified by other means. Copio Payroll will try to, but is not obligated to, provide thirty (30) days prior notice of any such material change. If you do not wish to be bound by such change, you may discontinue using and terminate the Service before the change becomes effective. Your continued use of the Service after the change becomes effective, indicates your agreement to the change.

General

This Agreement constitutes the entire agreement between Copio Payroll and you regarding the Service and replaces all prior understandings, communications and agreements, oral or written, regarding its subject matter. This Agreement may be modified only by a written amendment signed by the parties or as otherwise provided herein. If any court of law, having the jurisdiction, rules that any part of this Agreement is invalid, that section will be removed without affecting the remainder of the Agreement. The remaining terms will be valid and enforceable. You may not assign this Agreement without the prior written consent of Copio Payroll. The provisions of this Agreement shall inure to the benefit of, and be binding upon, the parties and their respective successors and permitted assigns.

Electronic Transmission

This Agreement, and any amendments hereto, by whatever means accepted, shall be treated in all manner and respects as an original contract and shall be considered to have the same binding legal effect as if it were an original signed version thereof delivered in person. Neither party hereto shall argue that a contract was not formed hereunder based on either (i) the use of electronic means to deliver a signature or to indicate acceptance of this Agreement or (ii) the fact that any signature or acceptance of this Agreement was transmitted or communicated through electronic means; and each party forever waives any related defense.

Benefits Service Agreement

This Benefits Services Agreement (the "Agreement") is made and entered into by and between you and Copio Payroll Inc., a New York company doing business as Copio PayrollInc. ("Copio Payroll," "us," or "we" ). This Agreement contains the terms and conditions that govern the use of, and the terms and conditions upon which Copio Payroll will provide to you, certain benefits services and other related services, which are provided through Copio Payroll's website (the "Site"), which can be accessed through the website of our affiliate Copio Payroll, Inc., a New York corporation doing business as Copio Payroll ( "Copio Payroll"), at www.copiopayroll.com. To make the Agreement easier to read, the Site and our services are collectively called the "Services".

Agreement to Terms

By using our Services, you agree to be bound by this Agreement. If you don't agree to this Agreement, do not use the Services. If you are accessing and using the Services on behalf of a company (such as your employer) or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to this Agreement. In that case, "you" and "your" will refer to that company or other legal entity.

Changes to Terms or Services

We may modify the Agreement at any time, in our sole discretion. If we do so, we'll let you know either by posting the modified Agreement on the Site or through other communications. It's important that you review the Agreement whenever we modify it because if you continue to use the Services after we have posted the modified Agreement on the Site, you are indicating to us that you agree to be bound by the modified Agreement. If you don't agree to be bound by the modified Agreement, then you may not use the Services anymore. Because our Services are evolving over time we may change or discontinue all or any part of the Services, at any time and without notice, at our sole discretion.

Who May Use the Services

ELIGIBILITY

You may use the Services only if you are 13 years or older and are not barred from using the Services under applicable law.

REGISTRATION AND YOUR INFORMATION

To use the Services you have to have an account with ZP( "Account"). You hereby authorize us to retrieve and store your Account information as necessary to provide the Services to you.

Using the Services

ADMINISTRATIVE USERS

If you are an administrative user accessing the Services on behalf of your organization, as long as you comply with the terms of this Agreement, Copio Payroll will provide you the Services in order to assist you in finding, selecting, and managing one or more benefits plans offered by third party benefits services providers (each plan, a "Benefit Service") for your business and/or household employees, for the period of time provided in your ordering and activation terms. You may not use the Services on a professional basis for anyone other than your organization. You agree to (i) designate Copio Payroll as your broker of record or agent of record, (ii) authorize Copio Payroll to communicate such designation as broker or agent of record to any person or entity Copio Payroll determines should be advised (including without limitation any health carrier or your prior health insurance producer), and (iii) work exclusively with Copio Payroll in connection with the procurement of Benefit Services unless we have expressly agreed to collaborate with another benefit services broker, and (iv) permit Copio Payroll to receive any commission or other form of compensation that any benefit services provider (such as a health insurance carrier) agrees to pay to Copio Payroll in connection with your procurement of Benefit Services.

BENEFIT SERVICES ENROLLEES

If you are an employee user, then as long as you comply with the terms of this Agreement, CopioPayroll will provide you the Services to enable you to choose the particular Benefit Services in which you want to enroll from among the various Benefit Services procured by your organization, and manage your own individual participation in such Benefit Services.
Unless otherwise indicated in this Agreement, all references to "you" and "your" in this Agreement mean you, either in your capacity as an administrative user or an employee user.

Feedback

We welcome feedback, comments and suggestions for improvements to the Services ( "Feedback"). You can submit Feedback by emailing us at info@copiopayroll.com You grant to us a non-exclusive, worldwide, perpetual, irrevocable, fully-paid, royalty-free, sublicensable and transferable license under any and all intellectual property rights that you own or control to use, copy, modify, create derivative works based upon and otherwise exploit the Feedback for any purpose.

Privacy Policy

Please refer to our Privacy Policy for information on how we collect, use and disclose information from our users.

Content and Content Rights

For purposes of this Agreement: (i) "Content" means text, graphics, images, music, software, audio, video, works of authorship of any kind, and information or other materials that are posted, generated, provided or otherwise made available through the Services; and (ii) "User Content" means any Content that Account holders (including you) provide to be made available through the Services. Content includes without limitation User Content.

Content Ownership, Responsibility and Removal

CopioPayroll does not claim any ownership rights in any User Content and nothing in this Agreement will be deemed to restrict any rights that you may have to use and exploit your User Content. Subject to the foregoing, CopioPayroll and its licensors exclusively own all right, title and interest in and to the Services and Content, including all associated intellectual property rights. You acknowledge that the Services and Content are protected by copyright, trademark, and other laws of the United States and foreign countries. You agree not to remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Services or Content.

RIGHTS IN USER CONTENT GRANTED BY YOU

By making any User Content available through Services you hereby grant to Copio Payroll a non-exclusive, transferable, sublicenseable, worldwide, royalty-free license to use, copy, modify, create derivative works based upon, publicly display, publicly perform and distribute your User Content in connection with operating and providing the Services and Content. You are solely responsible for all your User Content. You represent and warrant that you own all your User Content or you have all rights that are necessary to grant us the license rights in your User Content under this Agreement. You also represent and warrant that neither your User Content, nor your use and provision of your User Content to be made available through the Services, nor any use of your User Content by Copio Payroll on or through the Services will infringe, misappropriate or violate a third party's intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.

You can remove your User Content by specifically deleting it. However, in certain instances, some of your User Content may not be completely removed and copies of your User Content may continue to exist on the Services. We are not responsible or liable for the removal or deletion of (or the failure to remove or delete) any of your User Content.

Through the Services, you'll be able to elect to receive Benefit Services from third party benefits services providers (each, a "Partner"). CopioPayroll is not responsible for Benefit Services or any material, information or results available through Benefit Services and the applicable Partners may require you to agree to terms and conditions or agreements with respect to their provision of Benefit Services to you. You are solely responsible for, and assume all risk arising from, your election and receipt of any Benefit Services. If you elect to receive a Benefit Service, you authorize Copio Payroll to submit to the applicable Partner any and all documents and information about you, your business and your business' employees, necessary for such Partner to provide the Benefit Service to you, including without limitation the personal information of your employees, requested by such Partner that you have provided to Copio Payroll in connection with this Agreement and your receipt of the Services (collectively, the "Shared Information"). You are responsible for the accuracy of all Shared Information you provide to us and approve to be submitted to Partners. You represent and warrant that you have all the rights in and to any Shared Information necessary to provide Shared Information to Copio Payroll, and that Copio Payroll's use of Shared Information as contemplated hereunder will not violate any rights of privacy or other proprietary rights, or any applicable local, state or federal laws, regulations, orders or rules. You agree that by electing to receive a Benefit Service, and consenting and authorizing Copio Payroll to submit your Shared Information to a Partner, you have waived and released any claim against Copio Payroll arising out of a Partner's use of your Shared Information. In no event will Copio Payroll be liable to you or any third party for any direct, indirect, consequential, special, or punitive loss or damages regardless of whether such damages are based on contract, tort (including negligence), strict liability, or any other theory or form of action or whether Copio Payroll knew or should have known of the likelihood of such damages in any circumstances, arising out of or related to a Partner's use of your Shared Information.

RIGHTS IN CONTENT GRANTED BY COPIO PAYROLL

Subject to your compliance with this Agreement, Copio Payroll grants you a limited, non-exclusive, non-transferable, non-sublicensable license to access and view the Content solely in connection with your permitted use of the Services and solely for your personal and non-commercial purposes.

General Prohibitions and Copio Payroll's Enforcement Rights You agree not to do any of the following:

Post, upload, publish, submit or transmit any Content that: (i) infringes, misappropriates or violates a third party's patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy; (ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iii) is fraudulent, false, misleading or deceptive; (iv) is defamatory, obscene, pornographic, vulgar or offensive; (v) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (vi) is violent or threatening or promotes violence or actions that are threatening to any person or entity; or (vii) promotes illegal or harmful activities or substances.

Use, display, mirror or frame the Services or any individual element within the Services, Copio Payroll's name, any Copio Payroll trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, without Copio Payroll's express written consent;

Access, tamper with, or use non-public areas of the Services, Copio Payroll's computer systems, or the technical delivery systems of Copio Payroll's providers;

Attempt to probe, scan or test the vulnerability of any Copio Payroll system or network or breach any security or authentication measures;

Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by Copio Payroll or any of Copio Payroll's providers or any other third party (including another user) to protect the Services or Content;

Attempt to access or search the Services or Content or download Content from the Services through the use of any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than the software and/or search agents provided by Copio Payroll or other generally available third-party web browsers;

Send any unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, chain letters or other form of solicitation;

Use any meta tags or other hidden text or metadata utilizing a Copio Payroll trademark, logo URL or product name without Copio Payroll's express written consent;

Use the Services or Content, or any portion thereof, for any commercial purpose or for the benefit of any third party or in any manner not permitted by this Agreement ;

Forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Services or Content to send altered, deceptive or false source-identifying information;

Attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Services or Content;
Interfere with, or attempt to interfere with, the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the Services;

Collect or store any personally identifiable information from the Services from other users of the Services without their express permission;

Impersonate or misrepresent your affiliation with any person or entity;

Violate any applicable law or regulation; or encourage or enable any other individual to do any of the foregoing.

Although we're not obligated to monitor access to or use of the Services or Content or to review or edit any Content, we have the right to do so for the purpose of operating the Services, to ensure compliance with this Agreement, and to comply with applicable law or other legal requirements. We reserve the right, but are not obligated, to remove or disable access to any Content, at any time and without notice, including, but not limited to, if we, at our sole discretion, consider any Content to be objectionable or in violation of this Agreement. We have the right to investigate violations of this Agreement or conduct that affects the Services. We may also consult and cooperate with law enforcement authorities to prosecute users who violate the

Links to Third Party Websites or Resources

The Services may contain links to third-party websites or resources. We provide these links only as a convenience and are not responsible for the content, products or services on or available from those websites or resources or links displayed on such websites. You acknowledge sole responsibility for and assume all risk arising from, your use of any third-party websites or resources.

Termination

We may terminate your access to and use of the Services, at our sole discretion, at any time and without notice to you. Upon any termination, discontinuation or cancellation of Services or your Account, all provisions of this Agreement which by their nature should survive will survive, including, without limitation, ownership provisions, warranty disclaimers, limitations of liability, indemnity provisions, and dispute resolution provisions.

Warranty Disclaimers

THE SERVICES AND CONTENT ARE PROVIDED "AS IS," WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, WE EXPLICITLY DISCLAIM ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. We make no warranty that the Services will meet your requirements or be available on an uninterrupted, secure, or error-free basis. We make no warranty regarding the quality, accuracy, timeliness, truthfulness, completeness or reliability of any Content. We make no warranty that the Services are free of viruses or other harmful components. Copio Payroll does not warrant, endorse, guarantee, or assume responsibility for any product or service, including without limitation Benefit Services, advertised or offered by a third party through the Services or any hyperlinked website or service, and Copio Payroll will not be a party to or in any way monitor any transaction between you and third-party providers of products or services.

Indemnity

You will indemnify and hold harmless Copio Payroll and its officers, directors, employee and agents, from and against any claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including, without limitation, reasonable legal and accounting fees arising out of or in any way connected with (i) your access to or use of the Services or Content, (ii) your User Content, (iii) your violation of this Agreement, (iv) your violation of any third party right, including without limitation any right of privacy, publicity, right provided by any labor or employment law, rule, or regulation, or intellectual property right; (v) your violation of applicable law, rule, or regulation; or (vi) your gross negligence or willful misconduct.

Limitation of Liability

NEITHER COPIO PAYROLL NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICES OR CONTENT WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE SERVICES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR FROM THE USE OF OR INABILITY TO USE THE SERVICES OR CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT COPIO PAYROLL HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IN NO EVENT WILL COPIO PAYROLL'S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR FROM THE USE OF OR INABILITY TO USE THE SERVICES OR CONTENT EXCEED THE AMOUNTS YOU HAVE PAID TO COPIO PAYROLL FOR USE OF THE SERVICES OR CONTENT. THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN COPIO PAYROLL AND YOU.

Dispute Resolution

GOVERNING LAW

This Agreement and any action related thereto will be governed by the laws of the State of California without regard to its conflict of laws provisions.

AGREEMENT TO ARBITRATE<

You and Copio Payroll agree that any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof or the use of the Services or Content (collectively, "Disputes") will be settled by binding arbitration, except that each party retains the right: (i) to bring an individual action in small claims court and (ii) to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party's copyrights, trademarks, trade secrets, patents or other intellectual property rights (the action described in the foregoing clause (ii), an "IP Protection Action"). The exclusive jurisdiction and venue of any IP Protection Action will be the state and federal courts located in the Northern District of California and each of the parties hereto waives any objection to jurisdiction and venue in such courts. You acknowledge and agree that you and Copio Payroll are each waiving the right to a trial by jury or to participate as a plaintiff or class member in any purported class action or representative proceeding. Further, unless both you and Copio Payroll otherwise agree in writing, the arbitrator may not consolidate more than one person's claims, and may not otherwise preside over any form of any class or representative proceeding. If this specific paragraph is held unenforceable, then the entirety of this "Dispute Resolution" section will be deemed void. Except as provided in the preceding sentence, this "Dispute Resolution" section will survive any termination of this Agreement.

ARBITRATION RULES

The arbitration will be administered by the American Arbitration Association ( "AAA") in accordance with the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (the"AAA Rules") then in effect, except as modified by this "Dispute Resolution" section. (The AAA Rules are available at www.adr.org/arb_med or by calling the AAA at 1-800-778-7879.) The Federal Arbitration Act will govern the interpretation and enforcement of this Section.

ARBITRATION PROCESS

A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the AAA Rules. (The AAA provides a form Demand for Arbitration athttp://www.adr.org/aaa/ShowPDF?doc=ADRSTG_015820 and a separate form for California residents athttp://www.adr.org/aaa/ShowPDF?doc=ADRSTG_015822.) The arbitrator will be either a retired judge or an attorney licensed to practice law and will be selected by the parties from the AAA's roster of arbitrators. If the parties are unable to agree upon an arbitrator within seven (7) days of delivery of the Demand for Arbitration, then the AAA will appoint the arbitrator in accordance with the AAA Rules.

ARBITRATION LOCATION AND PROCEDURE

Unless you and Copio Payroll otherwise agree, the arbitration will be conducted in the county where you reside. If your claim does not exceed $10,000, then the arbitration will be conducted solely on the basis of the documents that you and Copio Payroll submit to the arbitrator, unless you request a hearing or the arbitrator determines that a hearing is necessary. If your claim exceeds $10,000, your right to a hearing will be determined by the AAA Rules. Subject to the AAA Rules, the arbitrator will have the discretion to direct a reasonable exchange of information by the parties, consistent with the expedited nature of the arbitration.

FEES

Your responsibility to pay any AAA filing, administrative and arbitrator fees will be solely as set forth in the AAA Rules. However, if your claim for damages does not exceed $75,000, Copio Payroll will pay all such fees unless the arbitrator finds that either the substance of your claim or the relief sought in your Demand for Arbitration was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)).

CHANGES

Notwithstanding the provisions of the "Modification" section above, if Copio Payroll changes this "Dispute Resolution" section after the date you first accepted this Agreement (or accepted any subsequent changes to this Agreement), you may reject any such change by sending us written notice (including by email to info@copiopayroll.com) within 30 days of the date such change became effective, as indicated in the "Last Updated" date above or in the date of Copio Payroll's email to you notifying you of such change. By rejecting any change, you are agreeing that you will arbitrate any Dispute between you and Copio Payroll in accordance with the provisions of this "Dispute Resolution" section as of the date you first accepted this Agreement (or accepted any subsequent changes to this Agreement).

General Terms

This Agreement constitutes the entire and exclusive understanding and agreement between Copio Payroll and you regarding the Services and Content, and this Agreement supersedes and replace any and all prior oral or written understandings or agreements between Copio Payroll and you regarding the Services and Content. If for any reason a court of competent jurisdiction finds any provision of this Agreement invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of this Agreement will remain in full force and effect.

You may not assign or transfer this Agreement, by operation of law or otherwise, without Copio Payroll's prior written consent. Any attempt by you to assign or transfer this Agreement, without such consent, will be null. Copio Payroll may freely assign or transfer this Agreement without restriction. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their successors and permitted assigns.

Any notices or other communications provided by Copio Payroll under this Agreement, including those regarding modifications to this Agreement, will be given: (i) via email; or (ii) by posting to the Services. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted. Copio Payroll's failure to enforce any right or provision of this Agreement will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Copio Payroll. Except as expressly set forth in this Agreement, the exercise by either party of any of its remedies under this Agreement will be without prejudice to its other remedies under this Agreement or otherwise.

Contact Information

If you have any questions about this Agreement or the Services, please contact Copio Payroll at info@copiopayroll.com, 34 Franklin Ave #315, New York, 11205.