This Payroll Services Agreement is between FiscalWorks, LLC (“FiscalWorks“, “we”, “our”, “us”) and each business that subscribes to the payroll services, as defined below (the “Company”, “you”, “your”). The written order form(s) executed by you and us, including any scope(s) of work appended thereto (the “Order Form”) together with this Payroll Services Agreement are referred to herein as the “Agreement”. The Effective Date of this Agreement is the date that the first Order Form has been signed by both you and us. If the Order Form contains additional terms and conditions, then those terms and conditions govern to the extent they conflict with any term and conditions in this Payroll Services Agreement.

The purpose of this Agreement is to establish the terms of our engagement and the services we will provide.

I. Services

If you purchase our payroll services (as reflected on your Order Form), we expect to perform the following services (“Payroll Services”):

• Payroll Calculations: Calculate gross wages, deductions (pre-tax and post-tax), employer taxes, and net pay for your employees based on information provided by you.
• Payroll Tax Filings: Complete and submit federal, state, and local payroll tax filings on your behalf, including required deposits.
• Payroll Distribution: Process paychecks (via physical checks or direct deposits) or issue paycards, as indicated in your Order Form.
• Payroll Reporting: Provide standard payroll reports for your records and analysis.
• Recordkeeping: Maintain accurate payroll records according to federal and state laws.

Additional Services: We may offer additional services such as:

• Time and attendance tracking
• New-hire reporting
• Garnishment administration
• Year-end W-2 preparation and reporting

If you would like any of these additional services, please request in writing, and we will provide pricing and a formal amendment to your Order Form.

II. Responsibilities

• Company Responsibilities: You are responsible for providing accurate and timely information, including employee hours worked, pay rates, tax withholding information, benefit deductions, and new hire information. You will approve all payroll calculations and distributions prior to processing.
• Our Responsibilities: We will process payroll based on the information you provide, ensure compliance with federal and state payroll regulations, and make timely tax filings and payments.

III. Fees

Our fees for these services are set forth in the Order Form. Fees may be structured as follows:

• Base Fee: A recurring fee (monthly or per pay period) for core payroll processing.
• Per-Employee Fee: An additional charge for each active employee on your payroll.
• Additional Service Fees: Charges may apply for any of the optional additional services.

Fees are exclusive of taxes, which you are responsible for, if applicable.

IV. Rights and Protections

You retain the right to terminate the Payroll Services upon written notice to us at any time, and we retain the right to resign at any time upon written notice to you. If we resign, we will provide you with a full refund of any amount prepaid for terminated Payroll Services that have not yet been rendered.

OUR (INCLUDING OUR AFFILIATES) AND EACH SERVICE PROVIDER’S CUMULATIVE LIABILITY FOR DAMAGES ARISING OUT OF OR RELATING IN ANY MANNER TO THE PAYROLL SERVICES OR THIS AGREEMENT SHALL IN NO EVENT EXCEED THE TOTAL FEES PAID TO US (OR TO SUCH SERVICE PROVIDER, AS APPLICABLE) FOR THE NONCONFORMING SERVICES AND OUR WORK PRODUCTS GIVING RISE TO LIABILITY. WE (INCLUDING OUR AFFILIATES) AND THE SERVICE PROVIDERS ARE NOT LIABLE FOR ANY OF THE FOLLOWING: (A) INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES; OR (B) DAMAGES RELATING TO LOSS OF USE, DATA, BUSINESS, REVENUES, OR PROFITS. THE ABOVE LIMITATIONS APPLY EVEN IF WE (INCLUDING OUR AFFILIATES) OR THE SERVICE PROVIDERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS AGREEMENT SETS FORTH OUR (INCLUDING OUR AFFILIATES) ENTIRE LIABILITY WITH RESPECT TO THE PAYROLL SERVICES, AS APPLICABLE.

The Company agrees to indemnify, and hold harmless, us, each Service Provider and each of our and their officers, directors, employees, contractors, Affiliates and agents for any liabilities, damages, expenses (including reasonable attorney’s fees and costs), costs and/or losses incurred in connection with (a) any financial liability for penalties or interest resulting from misinformation or misdirection originating from Company or failure by Company to timely provide required information, sign e-file forms or make necessary payments and/or (b) any third party claims or other legal or regulatory action or proceeding involving or relating to the Payroll Services or this Agreement. With respect to any action or proceeding in which we are not a party, the Company shall indemnify, and hold harmless, us, each Service Provider and each of our and their officers, directors, employees, Affiliates, and agents for all costs and expenses (including reasonable attorney’s fees and costs) associated with providing testimony, documents or information relating to the Payroll Services, including any time expended at our (or an applicable Service Provider’s) then standard rates.

We and the Company, to the extent permitted by applicable law, each knowingly, voluntarily and intentionally waives the right to a trial by jury in any action arising out of or relating to this Agreement, the Payroll Services to be performed by us pursuant hereto. This waiver applies to any action or legal proceeding whether sounding in contract, tort, negligence or otherwise. This Agreement and all claims relating to the relationship between the parties are governed by the laws of Wisconsin, U.S.A, excluding Wisconsin’s conflict of laws rules. The arbitration provisions of the SA Sections (defined below) shall apply to the resolution of any dispute under this Agreement, unless you have opted out as provided in the SA Sections.

V. Confidentiality

The provisions of Section 3 (Confidentiality) of the FiscalWorks Subscription Agreement available at fiscal.works/legal/subscription-agreement apply mutatis mutandis to the parties of this Agreement.

VI. Miscellaneous

If this Agreement is between you and FiscalWorks, this Agreement incorporates by reference the FiscalWorks Privacy Policy available at fiscal.works/legal/privacy-policy. This Agreement incorporates by reference Sections 1.6 – 1.10 (inclusive), 2.1, 2.3, 2.7, 4.1, 4.2, 5.2 – 5.4 (inclusive), 6, 8, 10, 11, 12 and 13 of the FiscalWorks Subscription Agreement available at fiscal.works/legal/subscription-agreement (the “SA Sections”); if the same term is defined in this Agreement and the SA Sections in a different manner, the defined term in this Agreement shall apply to the respective SA Sections incorporated in this Agreement. The SA Sections apply mutatis mutandis to the parties of this Agreement. If this Agreement is between you and an entity providing payroll services that is not FiscalWorks, FiscalWorks and its Affiliates are third party beneficiaries to the SA Sections. In addition, if this Agreement is between you and an entity providing payroll services that is not FiscalWorks, FiscalWorks and its Affiliates are third party beneficiaries to this Agreement.

The Agreement constitutes the entire agreement between you and us with respect to its subject matter, and supersedes any and all prior agreements, discussions, negotiations and offers.

If one or more of the provisions contained in this Agreement is held invalid, illegal or unenforceable in any respect by any court of competent jurisdiction, such holding will not impair the validity, legality, or enforceability of the remaining provisions.

You may not assign this Agreement, or your rights or obligations under it, in whole or in part. We may freely assign this Agreement, or its rights or obligations under it, in whole or in part.

We provide certain payroll services on a fiscal year subscription basis, and aligning the term of such services with your fiscal year leads to operational efficiency. Therefore, if the start date of your subscription to payroll services provided on a fiscal-year basis differs from the start date of your most recent fiscal year, you authorize us to adjust the start date of your subscription to align it to the start date of your fiscal year, with a corresponding adjustment of billing dates.