KMBT_C364-20140904123635



EXHIBIT APlease read the important NOTICE TO USERS OF CONSUMER R E PORTS: OBLIGATIONS OF USERS U NDER THE FCRA below. As always, because ADP cannot offer legal advice, employers are encouraged to consult with their own legal counsel to ensure they comply with all applicable laws.All users of consumer reports must comply with all applicable rmation about applicable regulations currently in effect can be found at the Consumer Financial Protection Bureau's website, learnmore .NOTICE TO USERS OF CONSUMER REPORTS: OBLIGATIONS OF USERS UNDER THE FCRAThe Fair Credit Reporting Act (FCRA),l5 U.S.C. 1681-I68ly, requires that this notice be provided to inform users of consumer reports of their legal obligations. State law may impose additional requirements. The text of the FCRA is set forth in full at the Bureau of Consumer Financial Protection's (CFPB) website at learn more. At the end of this document is a list of United States Code citations for the FCRA. Other information about user duties is also available at the CFPB's website. Users must consult the relevant provisions of the FCRA for details about their obligations under the FCRA.The first section of this summa1y sets forth the responsibilities imposed by the FCRA on all users of consumer reports. The subsequent sections discuss the duties of users of reports that contain specific types of information, or that are used for certain purposes, and the legal consequences of violations. If you are a furnisher of information to a consumer reporting agency (CRA), you have additional obligations and will receive a separate notice from the CRA describing your duties as a furnisher.I.OBLlGATIONS OF ALL USERS OF CONSUMER REPORTS A. Users Must Have a Permissible PurposeCongress has limited the use of consumer reports to protect consumers' privacy. All users must have a permissible purpose under theFCRA to obtain a consumer report. Section 604 contains a list of the permissible purposes under the law. These are:* As ordered by a court or a federal grand jury subpoena. Section 604(a)( I) * As instructed by the consumer in writing. Section 604(a) ill* For the extension of credit as a resu l t of an application from a consumer, or the review or collection of a consumer's account. Section 604(a)(3)(A) *For employment purposes, including hiring and promotion decisions, where the consumer has given written permission. Sections 604(a)(3)CB) and 604(b) * For the underwriting of insurance as a result of an application from a consumer. Section 604(a)(3)(C) * When there is a legitimate business need, in connection with a business transaction that is initiated by the consumer. Section 604(a)(3)(F)(i) *To review a consumer's account to determine whether the consumer continues to meet the terms of the account. Section 604(a)(3)(F)(ii) *To determine a consumer's el igibility for a license or other benefit granted by a governmental instrumentality required by law to consider an applicant's financial responsibility or status. Section 604(a)(3)(D) * For use by a potential investor or servicer, or current insurer, in a valuation or assessment of the credit or prepayment risks associated with an existing credit obligation. Section 604(a)(3)CE) * For use by state and local officials in connection with the determination of child support payments, or modifications and enforcement thereof. Sections 604(a)(4) and 604(a)(5)In addition, creditors and insurers may obtain certain consumer report information for the purpose of making "prescreened" unsolicited offers of credit or insurance. Section 604(c). The particular obligations of users of"prescreened" information are described in Section VII below.B. Users Must Provide CertificationsSection 604(f) prohibits any person from obtaining a consumer report from a consumer reporting agency (CRA) unless the person has certified to the CRA the permissible purpose(s) for which the report is being obtained and certifies that the report will not be used for any other purpose.C. Users Must Notify Consumers When Adverse Actions Are TakenThe term "adverse action" is defmed very broadly by Section 603. "Adverse actions" include all business, credit, and employment actions affecting consumers that can be considered to have a negative impact as defined by Section 603(k) of the FCRA - such as denying or canceling credit or insurance, or denying employment or promotion. No adverse action occurs in a credit transaction where the creditor makes a counteroffer that is accepted by the consumer.1. Adverse Actions Based on Information Obtained From a CRAIf a user takes any type of adverse action as defined by the FCRA that is based at least in part on information contained in a consumer report, Section 615(a) requires the user to notify the consumer. The notification may be done in writing, orally, or by electronic means. It must include the following: * The name, address, and telephone number of the CRA (including a toll-free telephone number, if it is a nationwide CRA) that provided the report. * A statement that the CRA did not make the adverse decision and is not able to explain why the decision was made. * A statement setting forth the consumer's right to obtain a free disclosure of the consumer's file from the CRA if the consumer makes a request within 60 days.* A statement setting forth the consumer's right to dispute directly with the CRA the accuracy or completeness of any information provided by the CRA.2. Adverse Actions Based on Information Obtained From Third Parties Who Are Not Cons umer Reporting AgenciesIf a person denies (or increases the charge for) credit for personal, family, or household purposes based either wholly or partly upon information from a person other than a CRA, and the information is the type of consumer information covered by the FCRA, Section615(b)(l) requires that the user clearly and accurately disclose to the consumer his or her right to be told the nature of the information that was relied upon if the consumer makes a written request within 60 days of notification. The user must provide the disclosure within a reasonable period of time following the consumer's written request.3. Adverse Actions Based on Information Obtained From AffiliatesIf a person takes an adverse action involving insurance, employment, or a credit transaction initiated by the consumer, based on information of the type covered by the FCRA, and this information was obtained from an entity affiliated with the user of the information by common ownership or control, Section 615(b)(2) requires the user to notify the consumer of the adverse action. The notice must infonn the consumer that he or she may obtain a disclosure of the nature of the infonnation relied upon by making awritten request within 60 days of receiving the adverse action notice. If the consumer makes such a request, the user must disclose the nature of the information not later than 30 days after receiving the request. If consumer report information is shared among affiliates and then used for an adverse action, the user must make an adverse action disclosure as set forth in I.C.l above.D. Users Have Obligations When Fraud and Active Duty Military Alerts are in FilesWhen a consumer has placed a fraud alert, including one relating to identity theft, or an active duty military alert with a nationwide consumer reporting agency as defined in Section 603(p) and resellers, Section 605A(h) imposes limitations on users of reports obtained from the consumer reporting agency in certain circumstances, including the establishment of a new credit plan and the issuance of additional credit cards. For initial fraud alerts and active duty alerts, the user must have reasonable policies and procedures in place to fonn a belief that the user knows the identity of the applicant or contact the consumer at a telephone number specified by the consumer; in the case of extended fraud alerts, the user must contact the consumer in accordance with the contact information provided in the consumer's alert.E. Users Have Obligations When Notified of an Address DiscrepancySection 605(h) requires nationwide CRAs, as defined in Section 603(p), to notify users that request reports when the address for a consumer provided by the user in requesting the report is substantially different from the addresses in the consumer's file. When this occurs, users must comply with regulations specifying the procedures to be followed. Federal regulations are available at lea rnmore.F. Users Have Obligations When Disposing of RecordsSection 628 requires that all users of consumer report information have in place procedures to properly dispose of records containing this information. Federal regulations have been issued that cover disposal.II. CREDITORS MUST MAKE ADDITIONAL DISCLOSURESIf a person uses a consumer report in connection with an application for, or a grant, extension, or provision of, credit to a consumer on material terms that are materially less favorable than the most favorable terms available to a substantial proportion of consumers from or through that person, based in whole or in part on a consumer report, the person must provide a risk-based pricing notice to the consumer in accordance with regulations prescribed by the CFPB.Section 609(g) requires a disclosure by all persons that make or arrange loans secured by residential real property (one to four units) and that use credit scores. These persons must provide credit scores and other information about credit scores to applicants, including the disclosure set forth in Section 609(g)( I )(D) ("Notice to the Home Loan Applicant").III. OBLIGATIONS OF USERS WHEN CONSUMER REPORTS ARE OBTAINED FOR EMPLOYMENT PURPOSES A. Employment Other Than in the Trucking IndustryIf information from a CRA is used for employment purposes, the user has specific duties, which are set forth in Section 604(b) of theFCRA. The user must:* Make a clear and conspicuous written disclosure to the consumer before the report is obtained, in a document that consists solely of the disclosure, that a consumer report may be obtained. *Obtain from the consumer prior written authorization. Authorization to access reports during the term of employment may be obtained at the time of employment. * Certify to the CRA that the above steps have been followed, that the information being obtained will not be used in violation of any federal or state equal opportunity law or regulation, and that, if any adverse action is to be taken based on the consumer report, a copy of the report and a summary of theconsumer's rights will be provided to the consumer. * Before tiling an adverse action, the user must provide a copy of the report tothe consumer as well as the summary of consumer's rights. (The user should receive this summary from the CRA.) A Section 615(a)adverse action notice should be sent after the adverse action is taken.An adverse action notice also is required in employment situations if credit information (other than transactions and experience data)obtained from an affiliate is used to deny employment. Section 615(b)(2)The procedures for investigative consumer reports and employee misconduct investigations are set forth below.B. Employment in the Truckin2 IndustrySpecial rules apply for truck drivers where the only interaction between the consumer and the potential employer is by mail, telephone, or computer. In this case, the consumer may provide consent orally or electronically, and an adverse action may be made orally, in writing, or electronically. The consumer may obtain a copy of any report relied upon by the trucking company by contacting the company.IV. OBLIGATIONS WHEN INVESTIGATJVE CONSUMER REPORTS ARE USEDInvestigative consumer reports are a special type of consumer report in which infotmation about a consumer's character, general reputation, personal. characteristics, and mode ofliving is obtained through personal interviews by an entity or person that is a consumer reporting agency. Consumers who are the subjects of such reports are given special rights under the FCRA. If a user intends to obtain an investigative consumer report, Section 606 req uires the following:* The user must disclose to the consumer that an investi gative consumer report may be obtained. This must be done in a written disclosure that is mailed, or otherwise delivered, to the consumer at some time before or not later than three days after the date on which the report was first requested. The disclosure must include a statement informing the consumer of his or her right to request additional disclosures of the nature and scope of the investigation as described below, and the summary of consumer rights required by Section 609 of the FCRA. (The summary of consumer rights will be provided by the CRA that conducts the investigation.) * The user must certify to the CRA that the disclosures set forth above have been made and that the user will make the disclosure described below. * U pon the written req uest of a consumer made within a reasonable period of time after the disclosures required above, the user must make a complete disclosure of the nature and scope of the investigation. This must be made in a written statement that is mailed, or otherwise delivered, to the consumer no later than five days after the date on which the request was received from the consumer or the report was first requested, whichever is later in time.V. SPECIAL PROCEDURES FOR EMPLOYEE INVESTIGATIONSSection 603(x) provides special procedures for investigations of suspected misconduct by an employee or for compliance with Federal, state or local laws and regulations or the rules of a self-regulatory organization, and compliance with written policies of the employer. These investigations are not treated as consumer reports so long as the employer or its agent complies with the procedures set forth in Section 603(x), and a summary describing the nature and scope of the inquiry is made to the employee if an adverse action is taken based on the investigation.VI. OBLIGATIONS OF USERS OF MEDICAL INFORMATIONSection 604(g) limits the use of medical information obtained from consumer reporting agencies (other than payment information that appears in a coded form that does not identify the medical provider).lfthe information is to be used for an insurance transaction, the consumer must give consent to the user of the report or the information must be coded. If the report is to be used for employment purposes-or in connection with a credit transaction (except as provided in federal regulations)-the consumer must provide specific written consent and the medical information must be relevant. Any user who receives medical information shall not disclose the information to any other person (except where necessary to carry out the purpose for which the information was disclosed, or as perm itted by statute, regulation, or order).VII. OBLIGATIONS OF USERS OF "PRESCREENED" LISTSThe FCRA permits creditors and insurers to obtain limited consumer report information for use in connection with unsolicited offers of credit or insurance under certain circumstances. Sections 603(1), 604(c), 604(e), and 614(d). This practice is known as "prescreening" and typically involves obtaining from a CRA a list of consumers who meet certain preestablished criteria. If any person intends to use prescreened lists, that person must (1) before the offer is made, establish the cri teria that will be relied upon to make the offer and to grant credit or insurance, and (2) maintain such criteria on file for a three-year period beginning on the date on which the offer is made to each consumer. In addition, any user must provide with each written solicitation a clear andconspicuous statement that:* Information contained in a consumer's CRA file was used in connection with the transaction. *The consumer received the offer because he or she satisfied the criteria for credit worthiness or insurability used to screen for the offer. * Credit or insurance ma ynot be extended if, after the consumer responds, it is determined that the consumer does not meet the criteria used for screerung or any applicable criteria bearing on credit worthiness or insurability, or the consumer does not furnish required collateral. * Theconsumer may prohibit the use of information in his or her file in connection with future prescreened offers of credit or insurance by contacting the notification system established by the CRA that provided the report. The statement must include the address and toll-free telephone number of the appropriate notification system.In addition, the CFPB has established the format, type size, and manner of the disclosure required by Section 615(d), with which users must comply. The regulation is 12 CFR 1022.54.VIII. OBLIGATIONS OF RESELLERSA. Disclosure and Certification RequirementsSection 607(e) requires any person who obtains a consumer report for resale to take the following steps:* Disclose the identity of the end-user to the source CRA. * Identify to the source CRA each permissible purpose for which the report will be furnished to the end-user. * Establish and follow reasonable procedures to ensure that reports are resold only for pennissible purposes, including procedures to obtain:(1) the identity of all end-users;(2) certifications from all users of each purpose for which reports will be used; and(3) certifications that reports will not be used for any purpose other than the purpose(s) specified to the reseller. Resellers must make reasonable efforts to verify this information before selling the report.B. Reinvesti ations by ResellersUnder Section 61I(f), if a consumer disputes the accuracy or completeness of information in a report prepared by a reseller, the reseller must determine whether this is a result of an action or omission on its part and, if so, correct or delete the information. If not, the reseller must send the dispute to the source CRA for reinvestigation. When any CRA notifies the reseller of the results of an investigation, the reseller must immediately convey the inf01mation to the consumer.C. Fraud A lerts and ResellersSection 605A(f) requires resellers who receive fraud alerts or active duty alerts from another consumer reporting agency to include these in their reports.IX. LIABILITY FOR VIOLATIONS OF THE FCRAFailure to comply with the FCRA can result in state government or federal government enforcement actions, as well as private lawsuits. Sections 616.617. and 621. ln addition, any person who knowingly and willfully obtains a consumer report under false pretenses may face criminal prosecution. Section 619.The CFPB's website, lea rnmore, has more information about the FCRA, including publications for businesses and the full text of the FCRA.Citations for FCRA sections in the U.S. Code, 15 U.S.C. § 1681 et seq.: Section 602 15 U.S.C. 1681 Section 615 15 U .S.C. 168lm Section 603 15 U.S.C. 1681a Section 616 15 U.S.C. 1681nSection 604 15 u.s.c. 1681b Section 617 15 U.S.C. 1681oSection 605 15 U.S.C. 168lc Section 618 15 U.S.C. 168Ip Section 605A 15 U.S.C. 1681cA Section 619 15 U.S.C. 168lq Section 605B 15 U.S.C. 1681cB Section 620 15 U.S.C. 168lr Section 606 15 U.S.C. 168Id Section 621 15 U.S.C. 168ls Section 607 15 U.S.C. 168IeSection 622 15 U.S.C. 1681s-lSection 608 15 u.s.c. 168lfSection 623 15 U.S.C. 1681s-2Section 609 15 U.S.C. 1681g Section 624 15 u.s.c. 168ltSection 610 15 U.S.C. 1681h Section 625 15 U.S.C. 1681u Section 611 15 U.S.C. 1681i Section 626 15 U.S.C. 1681v Section 612 I 5 U.S.C. 168lj Section 627 15 U.S.C. 1681w Section 613 15 U.S.C. 168Ik Section 628 15 U.S.C. 168Ix Section 614 15 U.S.C. 16811 Section 629 15 U.S.C. 1681yCLIENT ACCOUNT AGREEMENT AND AUTHORIZATION TO DEBIT/CREDITClient NameBranchHARDEE COUNTY ECONOM IC DEVELOPMENT COUNCIL INCCo.CodeBy signing below (includ ing an electronic signatu re in th e case of an I nternet user), CLI ENT agrees to the provisions of this Client Account Agreement and Authori zation to Debit/Cred it and, wi th respect to ACH transactions i nitiated by ADP to satisfY CLI ENT'S th ird pany payment obligations, CLIENT agrees to comply with Exh ibit A anached hereto and incorporated by reference herein (this "Agreement"), and one of the debit methods listed below for the collection of one or more of the following: (I ) payroll tax obligat ions related to ADP'sTax Filing Services, (2) payroll obligations related to ADP's Total Pay, FSDD and/or ADPCheck Services,(3)applicable deferrals of compensation, panicipant loan repayment and employer matchi ng or other contribu tions under any Plan (if CLI ENT receives 401(k) Services) and/or (4) amounts forthe applicable fees for th e A DP Services. Such debits will be initiated by ADP, Inc. ("A DP") out of CLJENrs applicable account specified below (th e "DDA Account") a t the financial insti tution specified below ("BANK").DEBIT METHOD (Cbe<:k AppUca ble Box):Tbe ACH metbod wiJJ be used to collect all service fees.X ACHor PRE-AUTHORIZED DRAFTBANK is authorized to charge the DDA ACCOUNT in accordance with the ACH provisions of th is Agreement Note:CLIENT electing ACHor PRE-AUTHORIZED DRAFT may be contacted by an ADP representative to make arrangements for a wire tnlnsfer of funds for impounds exceeding the esblisbed dollar limit for processing by ACHor PRE-AUTHORIZED DRAFT. Such dollar limit shall be determined by ADP in its sole discretion.0 REVERSE WIRE (Over ACH Dollar Limit) In the event an impound exceeds the established threshold for ACH processing, CLI ENT agrees that ADP may in itiate a request for a wire transfer of fund s from the DDA Account in accordance with the Reverse Wire provisions on the back of this Agreement.X:iLJL x: lX TotaiPay Jo FSDD* l0 ADPC beck*J O GPS llo Pay-by-I>a?0Ot herBANK Transit/A BA # lBANK Account (DDA)#BANK Name Wauchula State BankBANK Address Wauch ula FLCOMPLETE TlDS SECTION ONLY I F FSDD, ADPCH.ECK, OR TOTALPAY IS I N DICATED ABOVE:Est. No. of Employees: l Est. Net Payroll: IFSDD Stan Date:IDPCheck Start Date:Federai iD #2127/20142/2712014I 65-0704795ADPCheck Partner Bank: Wauchu la State BankState (Primary State I n Which Checks Will Be Cashed): FLFor pay ments from CLJENrs bank account (including ACH debit en tries), ADP may initiate debit entries to CLI ENrs check ing account or other account i nd icated above. CLIENT acknowledges that the origination of ACH transact ions to or from CLIEN rs account(s) must comply with the prov isions of U.S. law.!.Authorization. CLIENT hereby authorizes ADP to obtain payment of amounts for the Services and other account charges by debiting CLIENrs checking account or other account referenced above. The amounts of such payments shall be the amounts set fonh on statements provided to or made available to CLIENT by ADP (unless CLIENT and ADP otherwise agree). This authorization w ill remain in effect so long as CLI ENT is an ADP cl ient and this authorization has not been terminated.CLI ENT acknowledges and agrees that (i) ADP Payroll Services Inc.(*ADPPSI*), a licensed money transmitter, is responsible for providing the mon ey transmission services hereunder and is a pany to this Agreement and (ii) ADP's provision of services hereunder shall be deemed acceptance of this Agreement by ADP and ADPPSI. Exhibit B, to the extent applicable, contains information related to how to file a complaint in connection with the money transmission services.2..!li!.!i.!J.s. ADP may debit CLJENrs checking or other account after ADP issues a statement to CLI ENT, or as otherwise agreed upon, and at such other times as CLIENT may deem appropriate i n connection wi th ADP's performance of the Services. Until ADP notifies CLIENT that payment will be made pursuant to th is Agreement, CLIENT must cont inue to make pay ments by oth er means. ADP may obtain payments based on i ts estimates of t he necessary funds, the statements it prepares, and by other means ADP deems app ropriate. ADP's on ly responsibili ty is to correct an error after CLI ENT notifies ADP of an error in the CLIENT's st atements.3.Jennjnation. To revoke this authorization, CLIENT must notifY A DP in writing at least ten days in advance of the time when the next succeeding payment from CLIENTis due.CLIENT understands th at ADP reserves the right to terminate th is Agreement without notice. CLIENT may revoke th is authorization only by notifyin g ADP In the manner specified above.In consideration of BANK's compliance with th is authorization, CLIENT agrees that BANK's treatmen t of any charge, and BANK's rights with respect thereto, shall be the same as if the charge were initiated personally by CLI ENT, and that if any charge is dishonored, whether with or without cause, BANK shall be under no liability whatsoever. I n add ition,CLIENT authorizes AOP t o credit tbe OOA ACCOU NT when necessa ry, at ADP's sole d iscretion, for any refund or cred it amou nt d u e CLIENT.I n the even t of any conflict between the terms and condi tions oft h is Agreement and the ADP terms and conditions accepted by CLIENT i n a separate writi ng, this Agreement shall conrroi.CLIENT acknowledges and agrees that, n otwithstanding anything to th e contrary, CLIENT'S right to refund under any State law shall first be subject to any offset for funds due to ADP with respect to any previous transactions completed on CLIENrS behalf by ADP, and subject to the terms and conditions of this Agreement and any other agreement between CLI ENT and ADP.Th is authorization shall remain in effect unless and un til revoked in writing by an authorized representative of CLIENT and unti l BANK and ADP have each received such notice and have bad reasonable time to act upon such notice.CLIENT/ACCT Signarure/?Date 212512014Name& Title7322 R UN ET (12113)Order2014-84782 r l(Must be an authorized signatory on the accounts listed above)7322 RUN ET( I 2/1 3) Order 2014-84782 r lIN THE BUSINESS 0 F Y 0 U R SUCCESS..,ACHCLIENT understands that funds representing the totalof (i) CLIENT's payroll tax obligations for the applicable payroll (if CLIENT receives ADP's Tax Filing Service),(ii) CLIENT's wage payment obligations for the applicable payroll (H CLIENT receives ADP's TotaiPay,FSDD and/or ADPCheck Services),(iii) applicable deferrals of compensation,participant loan repayments and employer matching or other contributions ("Pal n Deposits") under any Plan (if CLIENT receives ADP's 401(k) Services) and (iv) ADP's fees for such Services must be on deposit in the applicable DDA Account no later than 6:00a.m. PT (a) one banking day prior to the pay date for the applicable payroll (ni the case of the Tax Filing Services, 401K Services, Garnishment Payment Services (GPS),TotaiPay Services, FSDD Services and/or ADPCheck Services).(c) In the case of ADP's Service Fees, ADP will initiate a transfer of such funds as indicated in the Direct Debit Fee Invoice (d) For Electronic Business Tax Services (EBTS),ACH transfer is dependent on the CLIENT'S processing time and the dollar amount of the transaction as noted in the EBTS Welcome Packet.DIRECT WIRE TRANSFER(Under certain conditions,CLIENT may be required to wire transfer funds to ADP prior to ADP disbursing funds to a third party).CLIENT agrees to wire transfer to ADP funds representing the totalof (i) CLIENT's payroll tax obligations for the applicable payroll (if CLIENT receives ADP's Tax Filing Service), (ii) CLIENT's wage payment obligations for the applicable payroll (if CLIENT receives ADP's TotaiPay,FSDD and/or ADPCheck Services),(iii) CLIENT's electronic business tax deposit obligations (if CLIENT receivesADP's Electronic Business Tax Services), (iv) CLIENT's applicable deferrals of compensation,participant loan repayments and employer matching or other contributions ("Plan Deposits") under any Plan (if CLIENT receives ADP's401(k) Services) and (v) ADP's fees for such Services. Such wire transfers must be completed no later than 8:00 a.m.PST (a) one banking date prior to the pay date for the applicablepayroll (in the case of the Tax Filing Services and/or 401(k) Services), (b) two banking days prior to the pay date for the applicable payroll (in the case of the TotaiPay Services, FSDD Services, and/or ADPCheck Services),(c) For Electronic Business Tax Services (EBTS), wire transfer is dependent on the CLIENT'S processing time and the dollar amount of the transaction as noted in the EBTS Welcome Packet. (d) All funds are to be wire transferred by CLIENT as instructed by ADP to one of the bank accounts listed in the table below (unless and until changed by notice from ADP).In consideration for the additionalcosts incurred by ADP in providing wire transfer service, CLIENT agrees to pay a reasonable fee (currently $10.00) for each Direct Wire and/or ReverseWire transfer.Total PayFSDD ADPCheck GPSBankJP Morgan ChaseABA021000021DDA323269036. .Reverse Wire ImpoundJP Morgan Chase021000021323375847Direct WireDeutsche Bank02100103300416217Reverse Wire ImpoundDeutsche Bank02100103300412283Direct WireBankABADDAJP Morgan Chase0210000219102628675Reverse Wire ImpoundJP Morgan Chase0210000219102628675Direct Wire ImpoundDeutsche Bank02100103300153170Reverse Wire ImpoundDeutsche Bank02100103300153170Direct Wire ImpoundTax... ..nABADDADescri lion021000021304939315Reverse Wire ImpoundNOTICECLIENT acknowledges that if sufficient funds are not available by the date required pursuant to the foregoing provisions of this Agreement, (1) CLIENT will immediately become solely responsible for all tax deposits and filings,all employee wages,all wage garnishments, and all related penalties and interest due then and thereafter, (2) any and all ADP Services may, at ADP's option, be immediately terminated.(3) neither BANK nor ADP will have any further obligation to CLIENT or any third party with respect to any such Services and (4) ADP may take such action as it deems appropriate to collect ADP's Services Fees.CLIENT shall not initiate any ACH transactions utilizing ADP's services that constitute IAT transactions without first (i) notifying ADP of such transactions in writing utilizing ADP's "Declaration of International ACH Transaction? form (or such other form as directed by ADP) and (ii) complying with the requirements applicable to IAT transactions. ADP shall not be liable for any delay or failure in processing any ACH transaction due to CLIENT'S failure to so notify ADP of CLIENT'S IAT transactions or CLIENT'S failure to comply with applicable IAT requirements.7322 RUN ET(12/13)Order 2014-84782 r1ACH Debit Filters - ADP Company ID'sFor various reasons, including fraud and asset protection within financial institutions, it is becoming more common that account holders in the United States, in particular businesses; request that their bank set up a "debit filter" on their bank account. The intention of the debit filter is to block all unauthorized ACH debit transactions to a specific account, making it less likely that an account holder will incur fraud.For ACH transactions that an account holder wants to be debited from their account, the account holder will give a listing of ACH !D's to their bank, which will allow authorized debits to process.These debit tranactions, or ACH !D's, are identified by a 10 digit company !D.ADP uses various banks to send debits to our client's accounts and has multiple company TD's attached to each of these accounts. The reason for this is to ensure that debits are processed timely, and for disaster recovery purposes. For example, if a bank is doing an upgrade to their system causing a delay, ADP will send a debit from a different account at a different bank.ADP has no visibility of knowing if our clients have a filter set up on their account.If you have debit filters on your account, please forward the following Company ID's to your bank for set up. It is advisable that you set up .ill_!D's associated with the product(s) you are processing with ADP.ADP COMPANY ID 9333006057- Tax, FSDD, ADPCHECK, TOTALPAY, GPS ADP COMPANY 10 1223006057- Tax, 401K, 529, GPSADP COMPANY 10 9095926526 - Tax, 401K, 529, GPS ADP COMPANY ID 1941711111- Tax, 401K, 529, GPS ADP COMPANY 10 2223006057- Tax, 401 K, 529, GPS ADP COMPANY ID 9555555505- GPSADP COMPANY lD 0001600238- Tax, 401K, 529, GPS ADP COMPANY lD 9666666606- FSAIf you have elected Direct Debit of Fees, you will also want to have the bank add the following !D's, so that this product's debits work properly as well .ADP COMPANY ID 9659605001- DDF ADP COMPANY ID 9223006057- DDF7322 RUN ET (12/1 3) Order 2014-84782 rlName of ADP Client: HARDEE COUNTY ECONOMIC DEVELOPMENT COUNCIL INCName of Company Sending Wire:----------------------------------------------------------------(Leave blank if client name and company name are tl1e same)Date of Wire:Master Company Code:------------------------------Clien t Contact Name:Contact Phone Number: 863-773-3030---------------------------------------------------------------------Amount of Wire Req uest Sent to the Bank:-----------------------------------------------------------Payroll Invoices Included in Wire:Br/Company Code Invoice Number Product Type Check DateTotal Amount of Payroll Invoices:The amount of the wire request must match the amount reflected on the "Total Amount of Payroll Invoices" section.AmountAdjustment Invoices Included in Wire:Br/Company Code I nvoice Number Product Type Check DateTotal Amoun t of Payroll Invoices:This form is required with each direct wire sent.Email this form toAmoun t7322 RUN ET (05113)CAA Page 4 of 6Order 201 4-84782 rlEXHIBIT AThe provisions set forth in this Exhibit A shall be incorporated by reference into the CLIENT ACCOUNT AGREEMENT AND AUTHORIZATION TO DEBIT/CREDIT (the "Agreement"). Capitalized terms used but not defined herein shall have the meanings ascribed to such tenns in the Agreement or the NACHA Operating Rules & Guidelines, as the same may be amended from time to time (the "NACHA Rules"),as applicable.CLIENT, as an Originator, makes the following representations, warranties, covenants, certifications, authorizations and acknowledgments:(i) CLIENT (1) agrees to be bound by and warrants it will comply with the NACHA Rules, as the same may be amended from tmi e to time, (2) warrants tt will not submit Entries that violate the laws of the United States, (3) warrants it will to comply with all U.S.laws, rules and regulations,including,as applicable, laws, rules and regulations applicable to !AT Entries (including those of the Office of Foreign Assets Control(OFAC) and the Financial Crimes Enforcement Network), (4) acknowledges and agrees that ADP shall have the right to audit CLIENT'S compliance with the provisions of this Exhibit A,the Agreement and the NACHA Rules, and (5) acknowledges and agrees that ADP shall have the right to suspend or terminate initiating ACH transactions immediately upon notice to CLIENT in the eventCLIENT breaches any of the NACHA Rules;(ii) CLIENT (1) certifies that it has not been suspended and does not appear on a National Association list of suspended Originators, and (2) warrants that it will not transmit any Entry if it has been suspended or appears on a National Association list of suspended Originators;(iii) CLIENT authorizes ADP to inttiate Entries on behalf of CLIENT to its Recevi ers' accounts and CLIENT agrees to be financially responsible to the OriginatingDepository Financial Institution ("BANK") for all Entries initiated by ADP on CLIENT'S behalf;(iv) CLIENT acknowledges and agrees that ADP and BANK (1) may restrict certain types of Entries, (2) shall have the right to reject any Entry or series of Entries, and(3) shall have the right to reverse Erroneous Entries;(v) CLIENT represents,warrants and certifies that (1) proi r to submission, each Entry has been properly authorized by CLIENT and the Receiver in accordance with the NACHA Rules, including, but not limited to (a) the authorization has not been revoked, {b) the Agreement has not been terminated, (c) CLIENT has no knowledge of the revocation of the Receiver's authorization or termination of the agreement between the Receiver and the RDFIconcerning the Entry,and (d) at the time the Entry is processed by a RDFI,the authorization for that Entry has not been terminated,in whole or in part,by operation oflaw, (2) CLIENT will retain allauthorizations for a minimum of two (2) years following termination or revocation of the authorization,and (3) CLIENT will provide a copy of such authorization to AOP or BANK upon request;(vi) CLIENT certifies and warrants that (1) all credit and debit Entries will be accurate and timely, and (2) each Entry will contain allinformation required by the NACHA Rules for specific Entry types, including,but not limited to, the Receiver's correct account number, dollar amount of the Entry, CLIENT'S Name, CLIENT'S Entry description;(vii) CLIENT acknowledges and agrees that (1) CLIENT shall be responsible for promptly detecting and correcting any errors, (2) any Entry sent to ADP that identifies the Receiver inconsistently by name and account number may be processed by BANK based solely on the account number provided, (3) ADP is authorized to take such measures as ADP deems appropriate to carry out the intent of CLIENT in completing any particular Entry,including, but not limijed to, ADP may contact CLIENTor may attempt to retransmit any Return Entry,and (4) subject to any limitations set forth In the applicable client services agreement with ADP, CLIENT shallindemnifyADP,its parent, subsidiaries,predecessors, successors,affiliates,directors,officers,fiduciaries,insurers,employees and agents, for any claim, demand,loss,liability or expense (ni cluding reasonable attorneys' fees.penaHies, fines or interest) result ng from the debiting or crediting of any Entry or a breach of the Agreement (including the provisions of this Exhibit A);(viii) CLIENT agrees to implement and maintain safeguards to protect against (1) any unauthorized access to confidentialinformation being stored, processed or transmitted in connection with Entries,and (2) submission of fraudulent Entries purportedly on CLIENTS behalf; and(ix) CLIENT represents and warrants,to the extent applicable, that (1) the origination of each IAT Entry shall comply with the laws and payment systems rules of the receiving country,and (2) any submission by CLIENT requiring initiation of an IAT Entry by ADP shall include the name and physical address of each of CLIENT and the Receiver, the account number of the Receiver and the identity of the Receiver's bank, bank ID number and bank branch code.EXHIBITB California Clients see below forinformation about filing complaints about the money transmission service:If you have any complaints regarding money transmission activities, please contact California Department of Business Oversight at:Department of Business OversightAttn:Consumer Services1515 K Street,Suite 200Sacramento,CA 95814Telephone:(866) 275-2677Email: plaint@dbo.Terms a nd Condi tions of Service for RUN Powered by ADOnline Payroll ServicesThese Termsand Conditions of Service arean a rreement between AD P, Inc.and You. They apply only to RUN Powered by ADpe online payroll services ("RUN") II$ defined below.By subscribing to R UN, You agree to be bound by these Terms and Condnioos of Service, including any modifications from time to time.If You do not asree to these Terms and Conditions of Service,do not subscribt to or use RUN.vou" and "Your" means You, Your company, Your employees and Your agents whom You have designated as"users'' of RVN. You agree to be bound by these Terms and Conditi ons of Service. any applicable additional terms and anyrepresents funds to which the applicable Payee is rightly entitled. You agree to indemnify, defend and hold harmless AOP and its affiliates and their successors and assigns from and against any liability whatsoever from stopping payment on any ADPChcck requested by You and from and against all actions, suits. losses, claim s, dllltlages, charges and expenses of every narure and character, including attorney's fees. in any claims or suits arising by reason of stopping payment on such check, including claims made by a "holder in due course.. of such ched..G. Background Checks will be provided by ADP Screening and Selection Services, lnc. ("SASS"),an affiliateof ADP. LfYou request and arc provided access to receive Background Checks Services, as the same may be modified, enhanced or changed by ADP from time to time, ADP shall provide You with operating guidelines containing the procedures for the provision by ADP and use by You of the Backg und Check Services (th"Guid;e ). YC?u wiJI required to p3SSother termsand guidelines found throughout RUN."RUN"or "Services" means theservices which enablc_users to r rt theSASScredenriallngproccss. If You do no1 pass satd proces.s,ADP may requ?readdtttonal mformanon or deny accesstheir employee data so ADP can calculate: payroll and payroll taxes, file taxes and enable the user to pnm _and dchvcr checks and reportS, accessand/or utilize H R411, HR Training or other human resourct:S content ("HR Services"), track employee data, access Document Vauh,and Time and Labor Management C'TLM") services. If You elect to subscribe: to and/or usc any HR Services, calculator tools, prc employment or employment background checks ("Background Checks"), Document Vault, Health Care Tax Crcd11 Assist or TLM servtccs, these services shaU be included in "R UN" and the "Services" hereunder.Cmain Services, sueh as Background Olecb,Tax Filing and Full Scn?icc Direct Deposit (FSDDYADPCheckA DP pays Your cmpJoyees from_ AOs own bank account) are available ly _for as.Ions.as Xou me A P's ehgtbthty requirements, whtch may mclude .credit ch.eck:s of u and Your pnnctpals,. tdenttfi cnttOn ':en c.auon anot er authentication procedures, and requtre executtonofaddtttonal fomlS(c.g.,Rcportmg AgentAuthonzallon, Authontat tonto Debit).I Thr Snviqs .A. Performance Standard ADP will perform Lhe Services in 1 professional manner, using personnel havmg a level ofskill in the. area commensurate with the requirements ofthc Services to be performed.lf ADP employees are located on Your property, A DPshall advise-such employeestoobser\'C Your reasonable security policiesas such arecommunicated to ADP sufficiently in advance from time to time.B. Use ofServiccs/Protecrion of [)ata You will use the SerYices in accordance with the insrructi<!ns and reasonable policies established by ADP from rime to time and comm icated to You. You will U$C the ServiCesoly for Your internal business purposes and You may not use the Services.or any software or system used to proV1dc 1hem, for commercial software hosting services. You may not interfere wltb or disrupt RUN servers, databases or any network connected 1o them.You may not UJC RUN or lbeservices provided through or in connection with _such servicto viol tc any law. statute or tegtJlation; or conduct any other illegal activity; or to harvest or oth se co lect mf attonsubmined by third parties..including e-mail addresses. without the express consent of such third parnes. You ,unotprovide, directly or indirectly, any of the Services or any ponion thereof! including any contents, i_nfonnation, tools,calculators and resources therein, to any pany other than Yourself. ADI) W111 take reasonable precautions to prevcm theJoss of or alteration to Your data files in its possession in connection with the Services, including employing regular back-up procedures, but ADP does not undenake to guarantee against any such loss or alteration. A DP is not and will not be Your record keeper.Accordingly,You will, to theextetu You deem necessary.keepcopiesof all source documentsof information deli\·ered to AOP in connection with UteServices.You aresolely responsible for maintainingand backing·up any infonnation You are providing or using in connection with R UN.C. Payment Scryiccs If You are receiving any of the Services that require ADP to impound funds from Your accountto pay Your third-pany paymettt obligations (e.g., Tax Filing, GPS, FSOOServices, TotalPay or ALINECard (hereafter?ray Card}, Pay-by-Pay.401K and/or ADPChetk Services) ("Pant Services."), You sbaJI ba''e su ci nt, coHectcd funds in Your account within the deadline established by ADP to sattsfy such thud-party payment obhgattons together with AOP's fees for Services, in their entirety. Payment Services are subject to the raring rules of the National Automated Clearing House Association (..NACI IA"). AOP and You agree to comply with the NACHA rules applicableto it with respect t·o the Payment Services.ADP may commingle Your impounded funds with other clients', AOP's or ADP..dminister<d funds of a similar type. ALL AMOUNTS EARNED ON SUCH FUNDS WHILE ti ELD BY ADP WILL BE FOR THE SOLE ACCOUNT OF ADP. You acknowledge and agree that ADP shall, with respect to the pro"ision of the Pay Card scrvu:es, provide You with Pay Card marketing materials that You may make: avttilable to Your employees, and implementation of Pay Card as a direct deposit option for Your employees. You alsoacknowledge and agree that the FSDD provisions of this Agreement shall Bpply to Pay Cards.D. Accuracy of Your lnfomJation Review of Pl!ta All.Services pro,?ided hereunder ill be ase UJ>0!1 infonnarionprovided to ADP by You and/or Your employ(mcludtng.proofoffedcral.stateand1 tax t_denuc.anon numbers).The person agreeing to these Tmns and Condahons ofScrvtc:e or such othern dest.s;nated ·wnttng by the on agreeing to this order, is Your authorized payroll contact from whom ADP wdl take all tnstructtons and ADP v.'lll notbe l iable for following such instructions. To help prevent employee fraud, ADP recommends that You have someone other than Your designated payroll contact review Your disbursement repons; a prompt and thorough review allows You to spot and correct errors and inconsistencies. You therefore agree to promptly revirw all disbUJS('ment records andotherrepons You receive from ADP in CO!'J1etrioa with R UJ;l for validity and accuracy aec?ng to Your ds. Youshall promptly deliver to ADP Your Chent Content requtred by ADP to perform the tmtlal setup sc:"'lces. Suchinfonnation and materials shalt be in an electronic file format specified by and accessible to ADP."Your Chcnt Con t ent" shall mean any information regarding Your payroll infom1ation and employees and any other infonnation or materialsof Yours, regardless of form (e.g., images, graphics, text,etc.), lo be included in the Se es.whether inchldthereinby AOP aspart of itS setup services or by You or any of Your employe. Upon compleuonf.any SClUJ? Set'\'lCt.S, Xouwill review the Client Content provided to AOP as pan of the serupSCTVICes, assuch conrentts tncluded m the Servu:cs.By commencing "live" processing or using the Services, You confinn that all Client Content is accurate and complete. AOP shall have no liability to You for any errors or inaccuracies in Client Content included in theServices that has been reviewed and approved by You. ADP may also perform such othff servicrelated to Rl[N as You rna)' request fr<?!l time to time (e.g., training, custom repons, Background Checks. TLM servaces, HR Servtees, Health Care Tax CrecfllAssist etc.) and such services shall be covered by this Agreement at ADP's then current fees.E.Rc$oonsibjlj!y for Com pliance with LawsTheServices are designed to assist You in complying with applicable laws and governmental regulations. Nevertheless, You (and not AOP) will be responsible (i) for Your compli ncc withII10 the Background Check Services. You understand that the Guide may be amended from time to rime by ADP and You wilt have access to such amendments online. You acknowledge that You have internet access which will enable You access to the Guide as made available by ADP. You will execute and deliver to ADP any documents and forn1s as ADP deemsnecessary to provide to You the Background Check Services under any requirements ofgovemmental.data sources and consumer reporting agencies for wh ich ADP is a reseller, or under applicable laws and regulahons. Subscription-based programsare nor available t·oorganizations providingstaffing-nlllservices,property!D'naaement companies or rescllers (i.e., companies who do background checks for other compames) and are only avatlable for the purpose of employment screening. ADP will abide by all of the provisions of the Fair Credit Reporting Act, as amended ("FCRA")as they pertain to the obligations of ADP actinsas a consumer reporting agency. ADP will follow reasonable quality assurance procedures with respect to obtaining reports hereunder. However, You recognize that infonnation within such rcpons is obtained and managed by fallible sourcesand ADP doesguar.mtec or ensure the a curacy or depth of information provided The parties acknowledge and agree that ADP will not be deemed to be providmglegal advice to You in connection with the Background Check Services or any HR Services. You understand tltat the!ai!:i:ars e&d: : i i r;:oh rh! !he;!P!:n :m"h l !:!iConsolidated Criminal History Report and/or when a search requires 3. New YOJk county criminal h istory search. To theextent that You order Background Checks which exceed or differ from1he number and typeincluded in Your Sctvicts, You will be charged by SASS for tllc amounts due for the excess number or different servJces. You agree to pay ADP for Background Checks You order that arc not included in Your Services, as well as for a pplicable fees when ordering a New York Consolidated Criminal History Report and/or when a search requires a New Yorlc. county criminal history SQI'Ch. You aeknov.·ledge that so long as You have access 10 Background Check Services, You shallave _acc:essto II Reports ordered through the SASS background site fo!_at least one )·e:u- (unless $\lch shorter pen IS oth conununicated by ADP). It shall be Your sole rcsponstblluy to save or pnnt such Reports to comply Wlth Your hinng and/or document retention policies. ADP will not deliver copies of Reports to You once such Rcpons are no longer available within the SASS background screening site or after tenninarion of lh e Background Check Services or this Agreement.except as required by law.AOP will make availableadditional accounts to You upon Your written request. You will provide such informa1ion as ADP requires for establishing addirional accounts. You \\ 11 ensure thate additional&ccounts established at Your request by ADP are for employment purposes only,and only m accordance wtth applicable law. You will ensure that the additional accounts and all infonnat ion received from ADP hereunder is used in strict compliance with the applicable provisions of all federal, state and local laws and aU regulations promulgated under any of them.including, but not limited to, the FCRA,theAmericans with Disabilities Ad (ADA 1990),all equal employment opponunity Jaws and regulations and. to the extent applicable, the Dri'ers Pri vacy Protection Act and Fed<nl Equal Cr<dit Opportunity ActH.TLM Products Cinc1udins ezLaborManagd).a) You shall provideand install all power,wiring and cabling required for the instalJation of any data or time collection devices (e.g.,HandPunch, Timeclock) (the "Timeclock Equipment"). You shall also pay an installation and set-up fcc for each.unit ofTimecloc:k Eq_uiprnent if uch equipment is ins;talled on Your premises by ADP.b) You shall not makeany alterahonsorattach any devn:c.not provtdcd by ADP lo theTuncc:lock Equipment Title to the Timeclock Equipment shall at all times remain in A DP \Dlless 'fou have chosen the purchase option and have paid AOP ln full the purchase price. Except if so purchased and patd for by You, the Ttmoclock Equipment is, and at all times shall remain, a separate item of personal PT?peny notwit tanding its anacentto_o cr Timeclock Eq uipment or real property and You shall not remove the Timcclock Equ1pment from the stte of ongtnal insUI.IIation without ADP's prior consent. c) Upon termination or cancellation of this Agreement, TLM and/or Payroll Services, You shall, at YourcxpeMe, return t.hc Timeclock Equipment to ADP in accordance with ADP's instructions. The Tirneclock Equipment shall be returned in as good conclition as received by You, nonnal wear and tear excepted. In the event the Timecloc:k Equipment is not returned within 30 days oftenninarion, You ae to purchase it at ADP's retail price at the rime of termination.lf payment for the Timeclock Equipment is not re<:eived wi thin 30 days of any demand for the return of the Equipment, ADP may useany lawful remedy toentOrcc its rights,including but not limited to, debiting theaccoun t You use for ADP Servicesand/or sending theaccount to a collection agency for settlement The1enns of this Section c.shall not apply if prior to the time of such tcrminnrion or cancellation You had already pur<:hascd and paid for the Timeclock Equipment in full. d)ADP wamnts to You that theTimeclock Equipment shall be free from defects in material and workmanship at the date such Timeclock Equipment is shipped and for 90 days thereafter. AOP's sole obligation in case of any breach of any warranty contained herein shall be to repair or replace, at AOP's option, any defective items.The foregoing is the exlent of ADP's liability with re.speccto all clam\S related to Timeclock Equipment including, without limitation.contract and negligence claims and shall constitute Your sole remedy. e) Maintenance5C1"\'icCS for the Timoclock Equipment (set fonh below in Section f) apply aulomatically to Timeclock Equipment obtained under the subscript ion option ( nd any charges therefore are already included in the monthly time and labor management subscription fees). Thecosts for maintenanceservices for Timecloc:k Equipment under the purchase option arc not included in the purchase price for such equipment; a separate annual maintenance fee applies. If You arc under the purchase option, You may terminate Your receipt of maintenance se ccs by l?"ov iding 'linen notice to ADP no less than 30 days prior to the end of the tht;n curren t annua!CO\'eragc penod.ADP 1s not requued to bate to You any maintenance foes relaring toa current or pnorcoverage penod. (NOTE:If You select the purchase option but opt not to receive (ortenninate) maintenance services hereunder by executing a waiver ofmaintcnanceservices, any sueservices provided by ADP at Your request wi ll be subject to ADP's then current charges for such services.) No T1meclocklaws and governmental regulations affectins Your business and (ii) for any_ use You moy make of the Servtces to asst t Equipment maintenance is done at Your si te. You shall bear all delivery/shipping costs and all risk of loss duringYou in complying with such laws and govmuna11al Rgulations. You wtll not rely solely on use of the Sef'Vlces tn complying with any lawsand governmental regulations.Many states have certain requirements, such as employers must obtatn consent from their employees. in connection with direct deposit and/or the usc of electronic statements. State laws vary and it is Your responsibility to ensuc You arc compliant with these state laws regarding e ectronic st.a.l'emcmsand direct deposit as well as ony other ppltcable state. or othcr la'Ysnd govemmcntl regulauons aff tmg Your business. No sratc or federal accncy morutors or assumes any rcspoosJbthty for the financ1al .solvency ofUurd-pany tax filers.I mportant Tax I nformation O RS Disclosu re); Notwithstanding Your engagement of ADP to provide ADP Tax Services You are responsible for the timely filing of payroll tax returns and the timely payment of payroll taxes for Your cployees. The Internal Revenue Service recornmef!ds that.employers enroll in the U.S..TreasuT)' Department's Electronic federal Tu Pa)'ment System (EFTPS) to monttor then accounts and ensure that umcly tax payments are being made for them. Onlioc enrollmenl in EFTPS is available at \\'WW cftps gov; an enrollment form may also be obtained by ca11ing (800) 555-4477. State tax authorities generally offer similar means to verify tax payments. You may contact appropriate state offices directly for details.F.FSODIADPCbeck With resp?t to FSDO Services.prior to the first credit to the acc;ount of any employee or other indtvidual (a "Payee"), You Wllobtain a signed valid payaut r_i1:at!on from Sl;JCh Payee (a "Pa.yec Authorizanon.") whic.h shall be in a form acceptable 10ADP and shall authone the m11tat1on of cred1ts tosuch Payei:saccount and dcbns of such account to recover funds credited to such account in error. You shall retain a copy of each Payee Authoriz.ation during the period such Payee Authorization is in effect and for two years thereafter and shall fu!'"ish such copy !O ADP upon request. You agree not to dimibute any ADPChecks to Payees pnor to 4:00p.m.loca.l ume on the banking day immedistely befon: pay date.You also agree to cooperate' with ADP 10 over fucredit_ed to any Payee's accountin trTor.lfYou desire to stop payment on any ADPCheck, You shall prov1de ADP wnh a wn"en stop paymcrtt request in the fonn provided by ADP.ADP shall then place a stop payment order wlth ADP's bank within twenty-four houof AOP's receipt of such stop payment request. You shall not request AOP to stop p::tyn\etll on any ADPCheck whtchshipment/delivery of Timeclock Equipment relating to maintenance services. ..f) ADP w;n maintain the Timecloek Equipment to be free from defects in matenal and orkmanshtas olio:An,ypans found to be defective(cxcept asspcciftcallyxcluded belowshall be replaed or repatrcd,at ADPs ortsdestgneesoption, without charge for pans or labor, provtded that the Ttmeclock Equtpmen tbeen properly t stalled and maintained by You and provided that such equipment has been used in accordance wtth any documentahon or terms provided by A DP or its designee and has noc hem subject toabuse or tampering.The foregoing repairsand replacements may be made only by AOP Of its designee, and wil1 be made only after ADP or itS esignee is notified fa probl m. receives delivery from You of the Timeclock Equipment at issue and determines thatn results from defocrwe matenlsor worl;.manship. Notwithstanding the foregoing.AOP may del iver a tempomry rtplaccmenl item for Your use whtle such detennination is being made with respect to the Timeclock Equipment in question. Repairs and n :placw.ents required as a resuh of any of the following shall not be included in the forcgoin$ maintenance services and shaH be c.hargcd at ADi then urrcnt rates; a) Damage, defects or malfunctions r ultmg. from misuse, ac ident, ncgtl, t3mpc:ring, uousua1 physteal or cletmcal srress, or causes othc:r than normal or mtcned use; b) Yur failure to proVIde and mo.intain a sui table installation environment; c)Any altctrtt t ons made t o or any dcvtces not provadcd by A OJ> attached to the Timcclock Equiprnetll;and d) Malfunctions resulting from use of badges or supplies not approved by ADP.g) ln order to keep the products curTent, ADP may from time to time perform maintenance fixes and other upgrades to tbe TLM products You are then reccivi. ADP.witl perform these UJ>&;rades on Yr behalf for aUted p":M'uctS. ornon-hosted products, You will be reqU1red to msta.ll the upgrade proV1ded by AOP m accordance Wtlh the wntten nottce provided to You. h) The TLM Products are hosted by ADP in the United States.Tite TLM Products are intended for use by United States employees nnd to permit the transmission of data within the United States only.You are responsible for complying with all applicable data protection laws and represent that You have oblllined any employee consents necessary (or otherwise have complied with applicable 1: -w) to transmit the infoml3tion to ADP in the Uni ted Stuesor otherwise make the ADPTLM Products available10 Your employees outside the UnitedStates. The lLM Products may not be used or accessed in any \\'8)' that violates any applicable international, federal, state or local laws and/or reguJations.I. HR Services a) If You rcque5t and are penninedaccess to HR Servicesthrough RUN, Youagreeto usesuch Services for research and reference purposes only and only for the benefit of Your employer. By submining any content to ADP t hroughany HR Servtces, including message boards, forums and chat rooms, You grant ADP a royally-free, perpetual,irrevocable.world-wide license to use, reproduce, modify, adapt.translate, create derivative works from, distribute, publish aod display an such content (in whole or in part) and to incorporate such content in other works in any ronn, media or tC(:hnology,whether currently existing or hereafter developed.By submittingany content to ADP, You reprnent and warrant to AOP that You have the unfettered right to convey such a license to ADP. You agree that You will not submit any content that (a) infringes u pon the intellectual property rights of any other person or entity, unless You have the pc:nnission or such person or entity to submit the content and thereby grant the license provided herein,(b) violates the privacy or publicity rights orany other person orentity, unlessYou have the pennission of such person or entity tosubmit thecontent and thereby grant the license provided herein, (c) is offensive. obscene, defamatory, threatening or abusive, (d) advenises any other site or busi ness or (e) contains computer programmingroutines or code designed tointerfere in any way with the (uJI, proper and timely operation or RUN or any HR. Servicesor any computer system.b) Materials accessible from or added to any HR Services or web sites by third parti es, such as comments posted in discussion groups, are strictly the responsibility of the third party who added such materials or made them accessible.While ADP reserves the right to monitor third pany discussions a.nd to remove materials that ADP believesare inappropriate.ADP ncithr endorses nor undertakes tocootrol,monitor, edit or assume responsibility for any such third·party m:aterial contained in or linked to any HR Services or web sites.c) When You subscribe to any HR Services You may make one attributed copy of a document avaiiBble through lhe HR. Service for use within Your organization. You may not mal:.e multiple copies of documents without expressed wriuen consent. Except for individual copies and direct use by You, You may not copy, modify, distribute, display, transmit, use or prepare derivative works based upon the HR Services or any of their contents. or remove or alter any copyright, trademark or other proprietary notice from any ponion of the HR Services or any of thecontents except wherexpressly instrue1cd to do so.d) Pursuant to the Digital Millennium Copyright Act, ADP has r<gisten:d an agent with the U.S. Cop)'right Office.Notices or claimed copyright infringement on any HR Services web site should be directed to: Automatic DataProcessing, Inc., One ADP Boulevard, MS 325, Roseland, NJ 07068-172g, Attn: John Gevenz.e) Ahhough ADP makes every reasonable erron to ensure that the infom1ation, tools and data provided 1hrough the HR Services are useful, accurate, and current, ADP cannot guarantee that the infonnation, tools and data provided will be errorf·ree. By using the HR Services You assume all responsibility (or and risk arising from Your use of and reliance upon thecontenl$ofthe HR Services.You &gree to defend.indemnify and hold hannless ADPand it.s affiliatesand their successors or assigns from and :s.gainst any liability whatsoever arising from or relating in any way to Your use of any HR Services.2.Doc ument Va ultIf You request and are perrnined access to Document Vault through RUN, You agree to assume all risk and liabi lity for all documents, infonnation,data and content (collecaively eontent")that You upload and store. You understand all Content may be protected by intellecrual propeny and You must have the rights to all Content that You upload and store. By affording You access to Document Vault, ADP is offering You a service that aiJows You to upload and store Your Content. By uploading Content into Document Vault, You agree and acknowledge that You are solely responsible for all Content uploaded and stored by You and that ADP has no responsibility or obligation to monitor or notify You of any non·compliance related to Your use of Document Vault ADP is not responsible for the accuracy, completeness,appropriateness. or legality of the Content that You upload and store. ADP is not and will not be Your record keeper. You acknowledge that You are solely responsible for complying with all appiK:able laws regarding recordkeeping, record storage and record retention with respect to Your Content and ADP will not be responsible for any loS1.damaged or irrecovCTable contenL Document Vauh is a sc:lfservice feature in R UN and ADP Sen?ice Representatives will not have access to Your Content within Docwnent Vault. By using Document Vault, You retain full ownership of all Content that You store. You agree that You will not use Docwnent Vault to: (I) upload. store,transmit or otherwise make available MY Content that spreads messages of terror or depicts tonure or deatb or illegalaciS;(2) hann minors in any way;(3) upload. store, transmit, or otherwise make available any Content that infringes any patent,trademark, tradesecret, copyright or other propriewy right orany pany;or (4) upload and store :\ny content related to sex, violence or any other illegal content Uploading and storing such infonnation will be considered a violation of these Tenns and Condit ions of Service and will because for immediate termination as set forth in Section12. JfYou or ADP t ennimtte this Agreement, Your access to RUN will terminate but You will have t he ability to retrieve and download Content stored in Document Vault for a limited amount oftlmc.3.Background Check Stn? lcq Fair Crtd ll Reoordng Oh llgal ionsIf You request and arc approved to receive Background Check Services which include receiving consumer reports and/or investigative consumer reports (each individually, a .,Report'' or collectively,..Reports..) from ADP, then , in coMection with requesting and/or receiving such Background Check Services You acknowledge it is provided by ADP solely at Your request and instruction and You acknowledge ADP is neither acting as Your agent nor making any hiring dtcisions for or on behalf of You. You alsocertify and agree:(I) To review the Notice to Users of Repons: Obligalions of Users("Notice to Users") onder the FCRA,attached hereto as Exhibit A, and perform legal obligations as set forth in such notice and You acknowledge receipt of the Norice to Users, (2) To use the infonnation provided by ADP for onet·ime use for employment purposes only,atd only in accordance with applicablelaw. You may Wsc1ose infonnation within any Report obtained from ADP hereunder, to the consumer, potential employeeor employee who is the subject of such Repon (each a "Consumer"), in accordance with applicable law, (3) When applicable, to makea clear and conspicuous disc:loswe to the Consumer, in "':riting and in a separate document before requesting the Repon.that a Repon may be obtained for employment purposes, (4) To make a clear and accunne disclosure to the Consumer if an in\?estigative conswner repon (such as a l'l:ferencc check) will be obtamed, including a statement informing the Conswner that additional infonnation is avai lable if requested, (5) To obtain the proper wriuen authorization from theCon.sumer for each Repon prior to requestingany Repon and retain suchrrinen authorization, (6) To provide proper additional notice to the applicant or employee, a copy of the Report obt3ined.and a Summary of Rights, 3.S required by lhe FCRA or any other applicable Jaw. if an adverse decision may or will be made in connection with information in any Report obtained from ADP. You will provide the Consumer a reasonable opponunity to dispute information contained in a Report prior to making a final adverse hiringdecision or takingany other adverse action based on any information contained in a Report. You cenify and agree (i) that the Rt"}X>rt will not be used in violation of any applicable federal. state or local law or regulation.including. but not limited to, equal employment opportunity laws and regulations and (ii) to provide such additional notices required under the FCRA and any other applicable federal,state and local law.including.but not limited to.a copy of the Report and Summary of Rightsto the appJicam oremployeein advance of any adverse action or decision regarding employment and, to the extent that adverse action or decision is then taken, to provide the applicant or employee such additional notices as are required under the FCRA and any other applicable federal,state and local law.To the: extent You request ADP to assist in any of such obligations. ADP shall do so solely at Your direction and it shaH be clear that ADP was not involved in any hiring decision.Notwilhstanding the foregoing,all applicam inquiries as to why hiring decisions were made will be handled by You,(7)Totake all measures to ensure that Repons willbe requested,accessed and/or viewedonly by Your designated representatives and only foremplo)1nent purposes, provided,however.that Yoo may disclose information within any Report obtained from ADP hereunder to illl applicant or employee in accordance with applicable law, (8) To be responsible for the fmaJ verification of the Consumer's identity. (9) To be responsible for the securiry and dissemination of thecustomer number provided to You by ADP,(I 0) Toreceivesuch communications as ADP deems necessal)' t o ensure You are made aware of changes in procedure or applicable law, (l 1) To ensure that Your designated representat ives shall not anempt to obtain any Repon on themselves, associates. or any other person, excep1 in theexercise of their official duties. You represent and warrant to ADP that e:tch of Your designatedrepresentltives has, and shall at all times have, the requisite authority to (i) transmit infomuuion, direct ions and instructions on Your behalf and (ii) issue, execute, grant, or provide any approvals (other than amendments to th is Agreement), requests, notices, or other communications required or pennined under this Agreement or requested by ADP in connection with the Background Check Services, (12) To not resell any Rcpon or the information contained therein.(13)To notify ADP in writ ing within ten (10)daysof any changes tocompany name, federal tax identi ficat ion number, address,telephone number, contact person.sale or closure of business, merger,change: in ownership of SO% or more of the stock assets of Your business that would in any way affect Your right to request and receive ReportS. You understnnd lhat cenain changes may require additional credc:ntialing, (14) To. within ten (10) days following ADP's request.make available10 ADP for an audit such records as ADP deems necessary 10 rcv1ew Your compliance with thisAgreement and all applicable laws and regulations relating to the Background Check SerYices being provided to You. A fai lure to cooperate with an audit may result in the immediate suspension or tmnination of Background Check Services;and (15) That You have read and unders·tand Your obligations under the FCRA and thepenahies for requesting Repons under false pretenses or knowingly without a permissible purpose.4. Errs·Tnqj Payments A fees!Iaxes You agree to pa.y ADP for the Services at the rates specified on the Sales Order or similar document,whether produced on·line, sent to You via email or othen\?ise provided to You by AOP. You shall pay AOP for anyServices added by You in the rurureat ADP's then prevailing prices for such Sm?1c:es. ADP does not impose a charge tor accessing its mobile application, but third party providers may charge: fees to You to access data. You are solely responsible for ttny third pany fees or charges I'I.SSOC iated with accc:ssing any mobile application. You shall also be obligated to pay Hny maintenance fees orcha"&CS assessed for any 30d·ayperiod during which You have not processed payroll.JfYou are a new ADP client processing on RUN, after the initial six months of service, ADP may increase prices for the Servicesat any time upon at least 30days prior notice to You. If You previously processed payroll with ADP on another payroll plat form, ADP may increase prices for the Services at any time upon at least 30 days prior notice to You. If You fail to pay any amount d ue hereunder, whether by acceleration or otherwise, You, on written demand, shall pay interest at the rate of 1.5% per month (or the maximum allowed by law ifless) on such past due amount from the duedate thereofuotit the payment date.You also agree to reimburse ADP for any expenses incurred, includjng interest a.nd reasoll3ble attorney fees. in collecting amounts due ADP hereunder.There: shall be added to all payments hereunder amounlS equal to any applicable taxes levied or based on lhis Agreement. CJ;Clusive of taxes based on ADP's net itlCOmc.l o the event that. due to changes in legal require:menLS, product modifK;ations or enhance-ments or new product offerings in cOMection with any Background Check,ADP provides additional serl'ices not otherwise included in the selected Background Check Services, as the same may be modified, enhanced or changed by ADP from time to time,such additional servicesshall be provided subject t o an additional charge. In addition,if any change in the implementarion of the Background Check Services occurs that requires A OP to devote resources, expend time or otherwise incur costs not contemplated by this Agreement. You agree to pay such additional costs as are required in accordance with ADP's standard change control policy. If You receive Background Check Services, a service fee will apply when ordering the New York Consolidated Criminal History Report.ADP acceptS direct debit of funds ("ODF") as p3yrnent for the Services. ADP is unable to accept cash,checks, C.O.D. orders and wire transfers for the Services. ADP does not accept credit cards except in limitedcircumstances for specific services. Your b3nk account will be debited, or Your credit card charged. as applicable. ADP may obtain pre.approval from the credit ca.rd company for an amount up to theamount of the order. Billing to Your credit card occurs once You click the Purchase Now button. For those specific services for which ADP accepts credit cards, the following are accepted:Vtsa. MasterCard, and American Express.PLEASE NOTE: ADP is unableto accept credit cards issued by banks outside of the United States. Debit cards and check cards have daily spending l imiLS that may prevent the processing of Your order. If a purchase has been declined online due to credit card issues, ple3.Se ensure all data is correct and resubmit.lfthe transaction is not accepted You will be unable to use that card for Your purchase and should usc another credit card.S.License to us tbe Servkcsthe Services, any content , materials, tools, calculators.tcx.t or images and related software and systems arethe licensed and/or O\ll'tled propeny of and embody the proprietary trade secret technology of ADP andlor its licensors and arc protected by copyright laws and international copyright treaties, as well as other intellectual propeny laws. The fees You pay ADP for RUN include a license fee that entitles You to use the: related software and systems to access data processing services.The right to use RUN and access the data processing services provided by RUN isgranted only to subscrih<..,licensees of ADP's RUN and their emplo)'ecs, for the sole purpose of utilizing ADP's R UN, and this license terminatts when You stop receiving A DP's RUN. ADP grants You a non-exclusive. non· transferable license to use RUN to access data processing services. and any related docwnentation su pplied to You by ADP.Access toRUNand related systemsand software are licensed not sold. You may not modify, createderivative works from, reverse engineer, decompile or disassemble or otherwise attempt to discover any 1rade secret contained in RUN or in any software or system used by ADP in connection with providing RUN, except and only to the extent that applicable law expressly permits, despite this limitation. You may not transfer, sell, rent, lease, lend or use RUN. the Servicesor any software or system used to pro·\1de them, to any third person or for commercial software hosting or other service bureau services. You may not download all or aty pan of AOP"s proprietary software.You receiveno rights to RUNsoftware or systems or intellectual property of ADP or its licensors,except asexpressly stated hertin.ADP may tem1inate or suspend Your access to RUN or any related Services (in whole or in part) at any time, with orwithout notice, if A DP has reason to believe that You have violated these tenns or arc otherwise using the Servicesin an inappropriate manner. RUN and related software and systems are intended to pcnnit the transmission of datafrom .,.,;thin the United States and may oot be used or accessed (rom outside the United States or in any way that violates any applicable international, federal,state or local laws and/or regulations.B Teledata Ojents: If You area Teledata client, You are not permitted to access or use the ADP proprietary software except to view Your company data, print standard repons and modify employee data. You caMot use the AOP proprietary software to run payroll.As a Tcledata client You have elected to tmnsmit Your payroll, lax and related information to ADP either via fax or over the telephone to an AOP representative:. Therefore, the license and software use rigbts granted under these Terms and Conditions of Service to use the RUN data processing servicesdo not applyto Teledata Clients except in the limited circumstances n01cd Bbovc.C Mobile Devices. If you arc accessing RUN on a mobile device (a "Device") or do\\nloading the ADP mobileapplication for Serl'iccs ("LiceMC:d Application") on a Device, the following additionaltcmJS apply.a) Services. TheServices available through the Licensed Application arc licensed, not sold. to You for use under these Terms nndCondit ions of Service, subject to the ADPstandard tem1s of service cunently governing ADPs' provision of Servicesto You. If you are downloading the Licensed Application onto a Device to access the Services, then the word "Site..as referenced herein then shall be deemed to mean"Licensed Application...b) Scopeof License. The license grnnted to You for the Licensed Application,or by Your use of the Siteon a Device.is a limited, non·trans(erable license to usc the Licensed Application or Site by means of a Device that is approved(or use for the Services, that You own or control and as penniucd by the Device's usage rules.You rn;ty nol dis1ribute or make the Services available over a network where they could be used by multiple Devices at the same time.c) Commercial Items.The Licensed Application and related docwnentation are "'Commercial hems", as that tmn is defined ar 48 C.F.R. Section 2.101, consisring of"Commercial Computer Software" and "Commercial ComputerSoftware Doc:umentatioo". as such tc:nns are used in 48 C.F.R.Section 12.212 or 48 C.F.R. Section 227.7202, as applicable. Consistent "1th 48 C.F.R. Section 12.212 or 48 C.F.R. Section 227.7202·1 through 227.7202-4, as appl icable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to US Government end users {a) only as Commercial hems and (b) with only those rights as are granted to all other end users pursuant to the tcnns and conditions herein. Uopublished rights reserved under t he copyright laws of the United States.d)AccesslO other services from Devices.In addition.third party servicesand third pany materials that may be accessed from. displayed on or linked to the Device are not available in all languages or in all countries. ADP makes no representation that such services and third party materials arc appropriate or available for use in any panicular location. To the extent You choose 10 access such services or third pa.rty materials from your Device, you do so at Your own initiative and are responsible for compliance with any applicl\ble laws including, but not limitedto, applicable local laws. ADP, and its licensors, reserve the right to change, suspend. remove, or disable access to any Services at any time without notice.In no event will ADP be liable for the removal of or disabling of access to any such Services. ADP may also impose limits on the use of or access to cenain Serv;ees, in any case and without notice or liability.6. Accoun t Securirv and Password'In order to access and use R UN You will be required to provide proper Authentication including Your User Name, Password and any other authentication requ ired by ADP ("'Authentication") to access RUN. You arc responsible for safeguarding the confidentiality of Your account infom1at ion (including user email addres.s(es) and Your Authentication selected by You or i55ued to You) and agree to take illlY and all actions necessary to maintain the privacy of Your Authenucation for RUN. You are responsible for any useormisuseofYour account or RUN resulting from any third party using any Authentication selected by You or issued roYou. You agree to notify ADP immediately of any known or suspected unauthorized access to or use of Your account, A uthenticarion of any individual user to whom You have issued Authentication or any other breach of security or misuse of RUN k.nOY.'O to or suspected by You. You may change Your Authentication at any time by following the instructions located under the Security section of the Company Tab ("My Securiry Profile" and "Change My Password") in RUN. Data transmined through RUN is encrypted for the user's prorection. However, lhc security of transmissions over the Internet: can DC\'er be guaranteed. ADP is not responsible for any interception or intemaption of any communications through RUN or related software or systems or for changes to or losses of data. In order 10 protect You and Your dnta. AOP may suspend Your use oflhe Services immediately, without not ice, pending an hwestigation , if3ny breach of security is suspected. In connection with the Background Check Services, You acknowledge that, for security reasons, Your Background Check account may be inactivated by ADP after a prolonged period of inactivity; provided, however, that inaclivalion of an account does not result in tennination of this Agreement In the event Your Background Check account becomes inactive.You must contact ADP to reactivate the Background Cheek account You acknowledge that llS a result of an account being deactivated, in cenain circumstances, You may be required to provide new certifications with respect to Your obHgations under this Agreement and in connection with the Background Cbeck Services.1.Disclai mer of \\'arran ticsA. NEITHER ADP NOR ITS LICENSORS OR VENDORS MAKE ANY REP RESENTATIONS OR WARRANTIES ABOlTT THE CONDITION. SUITABI LITY, RELIABILITY. AVAILABILITY. COMPLETENESS, SECURITY, TIMEl.INESS, OR ACCURACY OF R UN OR THE SERVICES OR ANY INFORMATION, CALCULATIONS, SOFTWARE OR OTH ER MATERIALS OR RESULTS INCLUDED lN ORAVAJLABLE THROUGH RUN OR THE SER VICES. fOR ANY PURPOSE. ALL OF THE FOREGOING ARE PROVIDED "AS IS" WITHOUT WARRANTY Of ANY KIND. THE SERVICES ARE PROVIDED AS A RESEARCH AND REFERENCE TOOLONLY AND DO NOT, AND ARE NOT INTENDED TO, CONSITinJTE LEGAL ADVICE. ADP AND ITS LICENSORS AND VENDORS HEREBY DISCLAIM ALL REPRESENTATIONS. WARRANTIES AND CONDITIONS, EXPRESS OR L\1PLIED. Willi REGARD TO RUN OR ANY INFORMATION. CALCULATIONS, SOFTWARE OR OTHER I.IATERIALS OR R ESULTS IN CLUDED IN OR AVAILABLE THROUGH RUN OR THE SERVICES, INCLUDI NG ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY. FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFIUNGEMENT.WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, YOU WILL BE RESPONSIBLE FOR (ANDNEITHER ADP NOR ITS LICENSORS OR VENDORS WILL BE LIABLE FOR): (I ) 1liE CONSEQUENCES OF ANY INSTRUCTIONS YOU MAY GI VE TO ADP;(2) YOUR FAILURE TO USE RUN IN THE MANNER PRESCRIBED BY ADP;(3) YOUR FAILURE TO PROTECT YOUR AUTHENTICATION;(4) MAINTAINING AND BACKING-UP ANY INFOR!>1ATION YOU ARE PROVIDING OR USING IN CONNECTION WITH THE ADP RUN SERVICES; AND (5) YOUR FAlLURE TO SUPPLY ACCURATE INPUT INFORMATION.B. ADP will not be liable for any damage or losses.includingdamage, loss or disclosureof data.accounts. rt \ enucor business, arising out of or oeherwise related to (I) use of RUN by You or by any other pany to whom You havegiven access to Your RUN account infonnation or RUN;(2) urors, bugs or other defects in RUN; (3) lost company, employee or vendor information (eg. ., payroll infomHll ion, social security numbers, lost records reg:trding withholdings, etc.);(4) illegal or criminal Dctivities;(5) mistakes, omissions, intemJptions.deletion of files or e-mail, loss of or damage to dala, errors, defects, viruses, delays in operation, or rransmission.o r any failure of perfonnance, whether or not limited to acts of munications failure, thtfl. destruction or unauthorized access to AOP's m:ords, programs or services;or (6) Your actions with Your employees or vendors, or the useof their Information. C Third party links web sjtes content and seryices.a) ADP prohibits unaul h<>rized links to the Site or the Services and the framing of any infom1a1ion contained on the Site or any portion of the Site or the Services. ADP reserves the right to disable any unauthorized links or frames. ADP has no responsibility or liability for any mat'crial on other web sites that may contain links to the Sile or the Services. The Services and any web sitesmay display, include or make available, content, data. information, applications, links or m:uerials from third panies or provide links10 certain third pany web silesnor under the control of ADP. Third parry materials and links to other web sites are provided solely as a convenience to You. You acknowledgeand agree that ADP is not responsible for examining or evaluating the content, accuracy, complet s. timeliness, validity.copyright compliance, legality, decency, quality or any other aspect of such third pany materials or web sites. ADP docs not warrant or endorse and does not assume and will not have any liability or responsibility to You or any other person for any third party services.third party materials or web sites, or for any other materials, products, or servicesof third parties.You also agree that any third party charges that are necessary to use the Site or the Services, such as internet chargesand service provider charges. are Your resJX>nsibilily and not that of AOP.You understand that by wing any of the th1td p311y senices, You may encounter content t.hat may be deemed offensive. indecent, or objectionable, which content mayor may not beidentified aj. havingexplicit language, and that the results of any search or enteri ng of a particular UR L may automatically and unintentionally generate links or references to objectionable material. Nevertheless, You agree to use such services 111 Your sole risk and ADP shall not have any liability to You for content that may be found to be offensive, indecent, or objectionable. ADP DOES NOT ENDORSE, WARRANT.OR GUARANTEE ANY PRODUCT,INFORMATION OR SERVICEOFFERED BY A THJRD PARTY TiiROUGH THE SITE OR SERVICES, AND WILL NOT BE A PARTY TO OR IN ANY WAY MONITOR ANY TRANSACTION BEnVEEN ANY USER OF THE SITE OR SERVICES AND ANY SUCH THIRD-PARTY PROVIDER.b) Feedback. You may h3ve the opportunity to provide su ments or other feedback regarding RUN or the Services (..Feed back") either within RUN or through lmks 10 third party sites that may collect such information from You on behalf of ADP.You agree that all Feedback is and shall begiven entirely \'Oiuntarily and any Feedback even if designated or deemed as confidential by You, shall not create any confident-iality obligation for ADP.Furthennore, You hereby acknowledge and understand that, with respect 10 any Feedback, ADP is and shall be free to use, disclose, reproduce, license or otherwise distribute,and exploit theFeedback provided to it as it sees fit , entirely without obligation or restrict ion of any kind on account of intellectual prope:rty rights or otherwise.· h.All computer programs(other than pre-packaged third-party software),tutorials ade available, directly or Indirectly, by AOP to You as pan of the Services are theexclusive propeny of ADP or lh.e third pan1es from whom A.OP has secured the rights to such Services. All rights,title and interest in or to any copyright, trademark. service mark, trade secret, and other proprietary right rel:uing tothe Services and the related logos, names, etc.are reserved. The usc of any software included in, or supplied by ADPfor use with, theServices shall be governed by the license terms of this Agreement and any additionaJ license (whether wrineo, shrink·wrnpped or onl·ine) that may be delivered to You in connection with Your use of RUN (such as any software required to view or print reports generatedby RUN). In the event of a conflict, the renns of this Agrecmem sh311 prevail.8 AQP lndemnitv Subject to the remainder of this Secnon 88, ADP shall defend You in any suit or cause of action,and indemnify and hold You hannless against any damages payable to any third party in any such suit or cause of action,alleging that the Services as used in accordance with this Agreement infringe any U.S.patent.copyright , trade secret or other proprietary right of any third party. The foregoing obligations. of AOP arc subjett to the followingrequirements; You shall t:ake all reasonable steps to mitigate any potential damages which may result; You shall promptly notify ADP of any and all such suits and causes of action; ADP controls any negotiationsor defense of such suits and causes of action.and You assist as reasonably required by ADP.1bc foregoing obligations of ADP do not apply to the extent thou the infringing Services or ponions or components thereof or modifications thereto were not supplied or directed by ADP. or were combined with other services, processes or materials not suppl ied or dirccted by ADP (where the alleged infringement rel:11cs to such combination).C Use of your Authorized Marks In the event that ADP makes available branding of any materia ls, cards ancVorwebsites associated with the Services and You request such branding, You grant to ADP, to the card issuers and any third pany service providen designated by ADP (collectively, "Authorized Users") the right to display Your trademarks, trade names.service maries. logos and designs desiSMted by You (the "Authorized Marks"), subject to Your right to review and approve the copy prior to the use of such Authorized Marks.This authorization shall cover the tenn of this Agreement and.if You are receiving Pay Card Services, any period of ongoing use of the Cards by employees after tem1inarion of this Agreement.9. ?o ur Waru adesDy subscribing to R UN, You make t he following representations and warranttes:(I ) You have the legal capacity and authority to (1) enter into and be bound by these Terms ond Conditions of Service, (b) to subscribe to and use RUN in accordance with these Temu and ConditiOns of Service and (c) if You are acting in a corporate capacity. to bindYow company; (2) You will not use RUN for any purpose that is unl awful, or prohibited by these Tenns and Conditions ofService(as may be modified from t ime to time); llnd (3) All information supplied by You or by others using Your account is true and accurate, including information subm itted as pnn of the registrotion, subscription and billing process.10 Coafid t nlillity!PrivanAll Confidential Information disclosed hereunder will remain the exclusive and confidential propeny of the disclosing pany.The receiving pany will not disclose the Confidential Information of the d1sclosing party and will use at leastthe same degree of care, discretion and diligence in protecting the Confidentiollnfonnation of the disclosing p&rty as it uses with respect to its own confidential infonnation. The receiving party will limit access to Confidential lnfonnation 10 its employees and authorized representatives with a need to know and will instruct them to keep such information confidentiaL Not thstanding the foregoing.the receiving patty may disclose Confidential Information to the extent necessary to enforce its rights under this Agreement. Additionally, ADP may (i) disclose Conftdential lnfonnation to the extent necessary for ADP to perform the Services, (ii) disclose Confidential l nfonnation among ADP affiliates or companies under common control with ADP. (iii) share Your FEIN number(s) with its trusted business partners in order to identify mut ual clients, (iv) di sclose Confidential Information to a third party to the extent that disclosure of such infonnation is required to perform the Services, the Background Check Servicesor any other Services You requested.and (v) disctose Confidentiallnfonnation in conncdion with the Dackground Check Servicesas isrequired by ADP under any requirementsof governmental data sourcesand consumCf' reportingagencies (for which ADP is a rescUer).or under applicable laws and regulations (including, without limitation, in connection with an audit or regulatory examination by a govcmmentaJ authority). It is acknowledged that ADP or its affiliates may from time to rime communicate directly with You and/or Your employees for the purpose of marketing its products and services or those of its recommended vendors and may usc ccnain Confidential In formation to do so. Additionally, ADP may share Confidentiallnfonnation with its affiliate, ADP Broker Dealer.loc. ("ADPBO") in order for ADPor ADPBD 10 marker or service "Rollover I RAs for Your terminated employees. You also agree that ADP or ADPBD may disclose such information to a terminated employee to tl?e ex1ent it relates to such employee and acknowledges that ADP or ADPBD may be compensated by a financial instirution if an employee selects a Rollover JRA, Upon the request of the disclosing party, the receiving pany will return or destroy all Confidential lnfonnation of the disclosing party that is in iptossession. Notwithstanding the foregoing, ADP may retain information for regulatory purposes or in back·up files.provided that ADP's confidentiality obligations hereunder continue to apply.You also agree thai ADP may use Your or Yow employees' and panicipants' information for purpoSts other than performance of the Saviccs but only in an aggregated, anonymized form.such that neither You nor Your employees or parti cipants may be identified, and You will have no ownership interest in such aggregated, anonymizcd data. For purposes of this Section. "Confidential Information" shall mean: an information of a confidential or proprietary nat ure provided by the disclosing pany to the receiving party for use in connection with the Services, and shall include. with respect to any Background Check Services, the Guide atid any ADP operating guidelines which maybe provided with respect to the Background Check Servic<s.butdoes not inelude(i) information that is already known by the receiving pany, (ii) information that bec-Omes generally available to the publicolher than as a result of disclosure by the receiving party in violation of this Agreement, and (iii) infonnarion that becomes known to the receiving party from a source other than the disclosing party on a non--confidential basis. ConfidentialI nformation of ADP also includes all ADP trade sec rets, processes, proprietary data, infonnation or documentationrelated thereto.or !lOY pricing or service infonnation furnished to You by AOP. Your Confidential Information also includes aU personally identifiable payroll and employeel·evel data. Information about You subrnined through RUN or 1M Services is subject to ADP"s privacy statement located at .h!!p:I/W'\\rw adp com/Pnuc,y.nsnx.11.Limitation o( Uablllh?This Section II se[S forth the full extent of AOP's liability for damages resulting from this Agreement or the Services rendered or to be rendered hereunder, regardless of the form in which such liability or claim for damages may be asserted, and sets fonh the full extent of Your remedies.Each of ADP and You acknowledges that the fees for the Services to be provided hereunder reflect the allocat ion of risk set fonh in this Section 11 .A ADP ResDOI!Sibilitv ADPshall corr<et anyofYourreports,data or tax agency filings,as thecase may be,produeed incorrectly as a result of an ADP error, at no charge to You. Additionally, ADP shall reimburte You for (i) actual damages incurred by You as a direct result of the criminal or fraudulent acts or willful misconduct of ADP or any of its employees, (ii) any penalty imposed against You as a result of 1m error or omission made by ADP in performing the Tax Filing Services or(iii) any interest assessed against You as a result of AOP holding Yow tax funds past the applicable due date as a result of an error or omission made by ADP in perfonning the Tax Filing Services.B Your ResNnsjbilitv You will be responsible for (i) tbe consequences of any instrut1ions You may give to ADP,(ii) Yow failure to use tbe Services in the manner prescribed by AOP,and (iii) Your failure to supply accurate inputinformation.C Limit on Mone\arv Damages Notwithstanding anything to the contrary contained in this J\greement (other than as set forth in Section II.A.and any direct damages incuned by You as a result of ADP's breach of Section 8.8. above).ADP's aggregate liability under this Agreement during any calendar year for damages(monetary or o1herwise)under any circumstances for clainu of any type or character made by You or any third party arising from or related to the Services,will be limited to the lesser of(i) the amount of actual damages incurred by You or(ii) ADP'scharges for the affecced Se-rvices; provided however, that ADP's aggregate liability hereunder in any calendar year will notexceed theaveragecharge for one payroll processing paid by You to A DP for the payroll services duringsuch calendar year. ADP will issue You a credit($) equal to t he applicable amount and any such credit(s) will be applied against subsequent fees owed by You.D No Conseauemial Damages NEITHERADI', NOR YOU WILL BE RESPONSIBLE FOR SPECIAL, INDIRECT, INCIDEI>'TAL, CONSEQUENTIAL OR OTHER SIMILAR DAMAGES (INCLUDING LOST PROFITS OR DAMAGES FOR BUSINESS INTERRUPTION OR LOSS OF INFORMATION) THAT 1liE OTHER PARTY MAY INCUR OR EXPERIENCE IN CONNECTION WITH TillS AGREEMENT OR THE SERVICES,HOWEVER CAUSED AND UNDER WHATEVER THEORY OF LIABILITY, EVEN IF SUCii PARTY liAS BEEN ADVISED OF THE POSSIBLITY OF SUCH DAMAGES.12. Term a nd Termination ; you r Defa u lt ; R tmedies Uoon DefaultA Termination ADPor You may tenninate this Agreement without eause upon at least ninety (90) or thirty(30)days,respectively, prior wrinen nouce. Either Pany may also suspend performance andfor tenninate this Agreement immediately upon written notice at any rime if:(i) theother Party is in material breach of any material wamnty, tenn, condit ion or covenant of this Agreement and fails to cure that breach within thirty (30) days after written norice thereof: (ii) t he other pany ceases business operationsi or (iii) the other Pany becomes insolvent, generally stops paying its debts as they become due or seeks protection under any bankruptcy, receivership, tTUSt deed. creditors arrangement,composition or comparable procetdtng, or if any such proceeding is instituled against the other (andnot dismissed within 90 days a ncr commencement of one ofthe foregoingevents).ADP may also suspendperfonnanec3.0dlor tenninate this Agreement immedi;:u ely without prior notice in the event You, Your employec(s)or any other third party (i) includes in any Services any Client Content, or undertakes any act ion(s). which is obscene.offensive, inappropriate, threatening, or malicious; which violates any applicable l aw or regulation or any contract, privacy or other third pany right;or which otherwise exposes ADP tocivil or criminal liabilityor(ii) wrongfully uses or accessesthe Services or any other systems of AOP used in the performance or its obligations under this Agreement.Additionally,Payment Setvicts maybe immediately suspended or tenninated by ADP without prior not iCe ir(i) ADPhas not rece1vcd timely funds from You as required by Section J C above;{ii) a bank notifies A OPlhat it is no longerwilling to originate debits from Your account(s) and/or credits on Your behalf ror any reason.(iii) the authorization to debit Your account is tenninated or ADP reasonably believes that there is or has been fraudulent activity on the account, (iv) ADP reasonably determines that You no longer meet ADP'scredit/fmancia.J eligibility requ irements ror such Services or (v) You have any material adverse change in Your financial condition. In addition to any other tem1ination rights in this Agreement, if ADP determines that You have failed to comply with any provision of these Additional TemlS related to Background Check Services, ADP may. at its sole discretion and u pon notice to You. inunediately terminate any Background Check Services.Q Post Termination I f any of the Services are or may be terminated by ADP, AOP shall be entitled to allocate anyfunds remitted or otherwise made available by You to ADP in such priorities ilS ADP (in its sole discretion) may determine appropriate (including reimbursing ADP for payments made by ADP hereunder on Yow bebal r to a thinl party)and You will immediately:(i)becomesolely responsiblefor al l third party payment obligations noworbereafier due: (including. for Tax Filing Services.:.11 related penalt ies and interest), (ii) reimburse ADP for all payments madeby ADP hereunder on Your behalrto any third pany.and/or (iii) pay any and all rees and charges invoiced by ADP to You relating to R UN. If A DP elects not to tenninate any or all of the Services as pennined hereunder, ADP may require You to pay Your outstanding and all future third-pany amounts covered by the SeJVices aodlor A.DP's feesand charges for the Services to A OP by bank or certi fied check or by wire transfer as a conditi on to receiving furtherServices.13 f u pding Jgdemnlfica cloqYou shall be liable for debits properly ini1iated by ADP hereunder. You unconditionally promise to pay to ADP theamount of any unfunded payroll file (inclu<ling any debit that is returned toAOP beeause ofinsufficienl or uneollected funds or for any other reason), upon demand and interest thereon at the ntc SCl fonh in Section 3A. Also.ifany dt:bit to an employee or other Payee's account reverslng or correcting a previously submincd credit(s) is returned for any reason, You unconditionally promise to pay the amount of such debit upon demand and interest thereon at the rate set (orth in Section 3A. You shall be liable (or, and shall indemnify ADP against, any loss, liability, claim, damage or exposure arising from or in connec1ion with any fraudulent or criminal acts of Your employees or payees. You at:ree tocooperate with ADP and any other pan ies invol ved i n processing any transactionshereunder to recover funds credited to any employee as a result of an error made by A DP or another Pat1Y processi ng a transaction on behalf of ADP.14 Other feat uresA Data Access Feorun; Whe n You authorize Your accounting professional or other third p311y {"YourRepresenbtive") to access the RUN Data Access feature, You grant Your Rq>resentarive pmnission to v1cw andfor print electronic reportS and tax fonns as \.\ell ns view, print and download Your general ledger infonnation. The information accessible by Your Representative is generated by RUN based on and/or including Your Client Contenl This method of access will not permit Your Representative to make any changes or updates 10 Your Client Content. Yow Representative will ha.ve access to employee level infonnation for all employees, and will have the ability to grant that same access to others within their organization. You and Your Rcpresentalive are solely responsible for any activity cond ucted with the Data Access feature by You or Your Representative.B CPA View Feature When You authorize Your accounting professional ("Your CPA") to access the RUN CPAView fett ure.You grant Your C PA permission to view Your company and employee infonnation and. view and/or print Your repon.s.,·iew, print and/or update tax forms, download Your generol ledger information, perfonn general ledger mappings (assign general ledger accounts to payroll i tems). as well as 10 change their login password and update their security profile.The in formation accessible br Your CPA isgenerated by RUN based on andlor including Your Client Contrnl.This method oraccess will not pennll Your CPA to make any changes or updates to Your Oient Content. Your CPA -111 have access to employee level infonna1ion for all employees. You and Your CPA are solely responsible for any activity conducted with the CPA View feature by You or Vout CPA.C Multj-Company Access feature When You are processing Your payroll using RUN for multiple entities.R UNwill provide You with the ability, through its Multi-Company Access Feature, to access multiple compan ies witho ut hnving to log out of one company and log back i nto another company. When You ut ilize the Muhi-Company Access feature You can assign m u lti-company access administrator rights toa RUN user. By doing so You acknowledge that such R UN user will have tM uthority toset up other R UN users for the feature.The list of companies that ta user can access l.lSing this featurecan becustomized for each user. The user's role will be thesame for all the companies listed for the user and may be changed during the Multi-Company Access setup. You, Your administrator and any users designated ing this feature are responsible for any aaivity conducted in RUN.A Inducement You ha\?e not been induced to enter mto this Agreement by any representation or warranty not set forth in this Agr?mcnt. This Agreement contains the entire agreement of the pan ics with respect to its subject maner and supersedes and overrides all prior agreements on the same subject ma tter, and shall govem all disclosures and exchanges of Confidential I nformation made by the parties previously hereto.This Agreement sbaiJ not be modified except by a writing signed by You and ADP.B No Third Party Beneficiaries ADP has no obligarion 10 any third pany (including, without l imitation, Youremployees and/or &n)' taxing authorities) by virtue of this Agreement. Other thanth respect to AOP's vendors/licensors as set fonh under sections 7 and I I above, there shall be no third pany beneficiaries10 this Agrttmern.C Force Ma jeure Any party hereto "ill be excused (rom perrormance under this Agreement (or any period of timethat the pany is prevented from perfonning its obligat ions hereunder as a result of an act of God, war, utility or communication failure or other cause beyond the party's reasonable conttol.During the tenn of this Agreement, You shal l not solicit the employment of any ADP employee whobas been involved in furnishing Services hereunder.The failure of either arty at any time: to en force any right or remedy availabl e to it under this Agreementwith respect to any breach or fa1lure by the other party shall not be construed to be a waiver of such right or remedywith respect to any other breach or failure by tbe other party.F Severability I f any of the provisions of this Agreement shall be invalid or unenforceable, such mvalidity orunenforceability shall not Invalidate or render unenforceable the entire Agreement , but rather the entire Agreement shall be construed as 1f not containing the particular invalid or unenforceable provision or provisions. :tnd the rights and obligations of You and ADP shall be construed and enforced . Rela1ionship of the Panjes The panics hereto expressly understand and agree thal each party 1s an independent conuac1or in the performance each and every part of \his Agreement.is solely responsible for all of its employees and agents and its labor costs and expenses arising in connection there....ith.H Governing Law This Agreemenl is governed by the laws of the State of New York without giving efTect to its conflict of law provisions..L....fi:i.tiw:The prices stated herein are not conti ngent or dependent on, or i n any way related to, Your purchaseof other products or services from ADP not covered hereunder, and will be honored regardless of whether or not such other products or services arc purchased.J Fa. cjmile Cop ies.A fascimile of the Sales Order and these Additional Terms when received by ADP together sha l tbe deemed an original.By clidUag btlow You acknowledge. 1bat You h ave read, and are autho rized ro accept1 rbest Turns andCondition s of Service.I hereby absolve ADP, Inc., of any errors, penalties and interest payment responsibili ty arisi ng from i ncorrect deposits, filings or payroll liability informat ion prior to my ADP stan date. I will make all payroll tu deposits for payrolls run before setup of ADP's tax filing service. THE SER V ICES, PRICING AN D A UTHORI ZATIONS COVERED BY THE INITI AL PAGES OF THIS SALES ORDER ARE PROVIDED IN ACCORDANCE W I TH TH ESE I I PAGES OF THE TERMS AN D CON DITIONS OF SERVICEFOR RUN POWERED BY ADP? ONLIN E PA Y ROLL SER VICES ("R UN TERMS"). BY SIGN ING THIS SA LES ORDER INCLUDING THESE R UN TE RMS, YOUA D?!);;;;;te /xJ;(}/fli// horriio0-;7JACKNOWLEDGE RECEIPT OF A N D AGREE TO THESE R U N TERMS. /]/DateDate2/25/2014 2125/20147322 RUN ET (0 J /201 3)Terms and Conditions of Service for RUN Powered by ADP @Online Payroll Services- Page 4 of IIOrder 2014-84782 rev IrN tHEBUSINESSOF 'I()UR SUCCESS"Cash and compliance management? Flexible Payroll Input OptionsEnt?r your data onhne. by phone.or even on·the-go with our mobile payroll app. Either way,you can be confident that your data is sare and secure.? Health Care Reform PageThe Heallh Care Reform Page will provide you access to resources to help you stay on top of health care reform changes, help determine if you may be considered an ·applicable large employer and affected by the Shared Responsibility provision of the ACA. and det ermine your eligibility for the Health Care TalC Credit.? Employee AccessEmployees can rind answers with online access to an up-to-date payroll history. helping to reduce the number of q uestions you'll receive.? General Ledge r Interface&port journal entries from AOP into Ou1ckBooks?.Xef'O,Cr ative Solutions or a generic out put file -without re-keying data.? Payment Opt io nsChoose to pay your employees with any combination of:? Garnishment Paym ent ServiceA cost·cffective, comprehensive sotution that helps you manage aU aspects ofyourwage garnishment processing.? State Unemployment Insurance (SUI) Managemen tComplete management of your state unemployment insurance.including reviewing your account for erroneous charges and auditing your SUI experience rate(s) to make sure 1t is approprrate. We'll also handle correspondence from each state in which you pay unemployment insurance.People Management? Employee Info TabGet a summa ry view of basic employee HR informat ion.? State and Federal ResourcesHetp meet your core state and federal documentation requ1rements wit h convement access to key government forms and documents.? State and Federal ResourcesAOPCheck"' IFuU Service Oirect DepositThe most secure paycheck in t he industry, The quickest way to pay your employeessigned ;md sealed with 10 advanced f raud -on payd ay. pay is automalicalty depos-I protection features.ited in each employee's account.? Payroll PreviewPreview payrolt results before processing to help reduce errors.? Electronic ReportsView, access, export and print over 15 different reports online.? Tax FilingALINE Card by ADP'"Pay employees electronically on areloadable Visa prepaid debit cardGet a summary view of bas1c employee HR mformation? HR CheckupsCompare your current HR pract1ces against standard HR best -practices to see how you measure up.? Tip of the WeekReceive practical how·to articles that provide best-practice information to complete your every day employee management tasks.? Quarterly HR NewsletterTimely, compre hensive art icles focused on complia nce requ1 remen1s and getting the most out of your workforce.? HR Dictio naryWe'll calculate, deposit, f1le and recond.e your payroll taxes-and respond to inquines from taK1ng ;,genctes regarding the returnswe file for you.Hundreds of must-know HR terms, definitions and abbreviations to clarify your HR tasks.? New H ire ReportingHelps protect your company from penalties due to m1stakes or late filings.? La bor Law Poster Compliance Update ServiceWe'll also enroll you in our labor Law Poster Compliance U pdate Servtee to help you com pty with these regulations.For more information, contact your local ADP Representative or visit smaltbusiness.Copyf"ifht 02013 AOP,Inc. ADP,the AOP logo iind I"the 8usinus ol YourSutttssiite regktered t radt.martts ol AOP.Inc.AUNE Card byAOPisa setvlce mark oCAOP.In :.ADPChtck is il tradtrNril at ADP,Inc.. AU athl:r tradtmlric& aM s.eMce marks.,.. the property of their respective owners............ 'NniEBUSINESSOFYDUqSUCCEssCash Flow - People Management - Risk Management ................
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