PUSH TECHNOLOGIES US MASTER SERVICES AGREEMENT

Master Services Agreement

Last Updated on April 7, 2025

This Push Technologies US Master Services Agreement ("Agreement") is entered into by and between Client ("Client" or "you" or "your") and Push Technologies ("Push Technologies" or "us", "we" or "our") and govern your use of the Services made available to Client through any Push Technologies Internet websites, including https://pushoperations.com (collectively, the "Site"), and the use of the Site.

PLEASE READ THIS AGREEMENT CAREFULLY, AS IT CONTAINS TERMS AND CONDITIONS THAT IMPACT YOUR RIGHTS, OBLIGATIONS AND REMEDIES IN CONNECTION WITH YOUR USE OF THE SITE AND THE SERVICES, INCLUDING A CLASS ACTION WAIVER AND AN AGREEMENT TO ARBITRATE FOR ANY DISPUTE RESOLUTION UNDER SECTION 20.15 OF THIS AGREEMENT, AND LIMITATIONS OF LIABILITY AND WARRANTY DISCLAIMERS AS SET FORTH IN THIS AGREEMENT.

BINDING AGREEMENT

BY (1) SIGNING ON AND ACCESSING OR USING THE SITE OR ANY OF THE SERVICES, OR (2) BY CLICKING TO ACCEPT OR AGREE TO THIS AGREEMENT OR ANY TERMS WHEN THE OPTION IS MADE AVAILABLE TO YOU, OR (3) EXECUTING A SALES ORDER OR OTHER WRITTEN DOCUMENT THAT REFERENCES THIS AGREEMENT OR ANY OF THE SERVICES HEREUNDER, CLIENT AND ANY SPECIFIC INDIVIDUAL ACTING ON BEHALF OF CLIENT (i) AGREES TO BE BOUND BY ALL TERMS AND CONDITIONS OF THIS AGREEMENT, INCLUDING ALL TERMS AND CONDITIONS INCORPORATED BY REFERENCE; AND (ii) REPRESENTS AND WARRANTS THAT ANY SUCH INDIVIDUAL IS EXPRESSLY AUTHORIZED TO BIND CLIENT TO THIS AGREEMENT.

IF YOU DO NOT AGREE TO THIS AGREEMENT OR ANY TERM HEREOF, OR IF YOU OTHERWISE DO NOT MEET THE ANY REQUIREMENTS SET FORTH IN THIS AGREEMENT IN ANY MANNER, YOU MAY NOT USE THIS SITE OR THE SERVICES.

IN ADDITION THIS AGREEMENT AND OUR SERVICES ARE SUPPLEMENTED BY THE TERMS OF OUR PRIVACY POLICY AS UPDATED FROM TIME TO TIME, WHICH CAN BE FOUND AT https://www.pushoperations.com/privacy-policy. The Parties also agree to comply with the attached Data Processing Terms, Exhibit E, as it relates to the processing of personal information, including but not limited to biometric data. To learn more about how Push Technologies processes personal information, see its Privacy Policy. To learn more about how Push Technologies biometric data, please see its Biometric Privacy Policy on the Site.

TO THE FULLEST EXTENT NOT PROHIBITED BY LAW, THIS AGREEMENT AND ITS TERMS ARE INTENDED TO SUPERSEDE ANY PROVISIONS OF APPLICABLE LAW WHICH MIGHT OTHERWISE LIMIT THEIR ENFORCEABILITY OR EFFECT.

CHANGES TO AGREEMENT

Changes or Modifications. PUSH TECHNOLOGIES RESERVES THE RIGHT, IN ITS SOLE DISCRETION, TO MAKE CHANGES OR MODIFICATIONS TO THIS AGREEMENT AT ANY TIME AND FOR ANY REASON. ANY CHANGES WILL BE EFFECTIVE UPON THE EARLIER TO OCCUR OF (1) OUR EMAILING THE CHANGED TERMS, OR NOTICE OF SUCH CHANGES, TO CLIENT AT YOUR E-MAIL ADDRESS, OR (2) POSTING THE CHANGED TERMS, OR NOTICE OF SUCH CHANGES, ON THE SITE, IN EACH CASE GIVEN AS DETERMINED IN OUR SOLE DISCRETION. NO CHANGES WILL APPLY RETROACTIVELY AS TO ANY CLAIMS EXISTING PRIOR TO THE "LAST UPDATED" DATE".
Responsibility for Review. CLIENT IS RESPONSIBLE FOR REVIEWING ANY CHANGED TERMS, AND ANY NOTICES OF CHANGES. IT IS YOUR RESPONSIBILITY TO REGULARLY CHECK THIS AGREEMENT TO STAY INFORMED OF UPDATES, AS THEY ARE BINDING. PUSH TECHNOLOGIES WILL INDICATE THAT THE AGREEMENT HAVE BEEN UPDATED BY UPDATING THE "LAST UPDATED" DATE AT THE TOP OF THIS AGREEMENT. THE ISSUANCE OF ANY SALE ORDER OR CONTINUED ACCESS BY CLIENT OR ANY AUTHORIZED USER TO OR USE OF THE SITE OR ANY SERVICES FOLLOWING OUR E-MAILING OR POSTING OF ANY CHANGED TERMS, OR ANY OTHER NOTICE OF ANY SUCH CHANGES, WILL CONSTITUTE THE ACCEPTANCE BY CLIENT OF THE CHANGED TERMS.

DEFINITIONS. The following terms are defined as follows:

"Additional Services" and "Additional Service Terms" are defined in Section 4.3 hereof.
"affiliate" means any entity which directly or indirectly controls or is controlled, or is under direct or indirect common control of the Party from time to time. The term "control" means (a) in case of corporate entities, direct or indirect ownership of at least 50% of the stock or shares entitled to vote for the election of directors; or (b) in the case of non-corporate entities, direct or indirect ownership of at least fifty percent (50%) of the equity interest with the power to direct the management and policies of such non-corporate entities (or, in any jurisdiction where local law does not permit ownership of at least fifty percent (50%) of such interest, then the maximum ownership interest permitted by applicable law).
"Client" means by the specific individual or legal entity that accepts this Agreement ("Client Entity") and those employees, consultants, contractors, or agents of Client Entity who are authorized by Client Entity to access and use the Site or any Services on behalf of and under the rights granted to Client and otherwise permitted pursuant to this Agreement ("Authorized Users"). If a specific individual accesses or uses the Site or any Services or otherwise undertakes an act of acceptance on behalf of Client Entity, then "Client" collectively means such individual and such legal entity. For the avoidance of doubt, "Client" and "Authorized Users" does not and shall not include any affiliates of Client (or their respective employees, consultants, contractors, or agents) unless expressly stated otherwise in this Agreement, any Sales Order or any Additional Service Terms.
"Losses" is defined in Section 17.1 hereof.
"Main Agreement" means the body of this Agreement without including Exhibit A (Templates) or any Additional Service Terms or Sales Orders.
"Party" and "Parties" unless otherwise defined herein in a specific case means Push Technologies and Client.
"Push Technologies" means the applicable legal entity set forth in Section 21 hereof.
"Related Persons" means the affiliates, parents, or subsidiaries of a Party and its or their respective officers, directors, managers, shareholders, members, employees, contractors, agents, representatives, licensors, and permitted successors and assigns. In the case of Client, such Related Persons shall also include any Authorized Users, Account Administrators and Authorized Representatives.
"Sales Order" is defined in Section 4.2 hereof.
"Services" is defined in Section 4.1 hereof.
"Software" means any software or firmware provided by Push Technologies or any affiliate to Client in connection with the Services, including all updates, patches and revisions thereto.
"Templates" is defined in Exhibit A (Templates) attached hereto and made a part hereof.
“Payroll and Tax Reporting Service” is defined in Exhibit B (Payroll and Tax Reporting) attached hereto and made part of hereof.
“Time and Attendance Service” is defined in Exhibit C (Time and Attendance) attached and hereto and made a part hereof.
“ACA Service” is defined in “Exhibit D (ACA Solution) attached hereto and made a part hereof.

SERVICES

Services. "Services" means any and all services provided by or for Push Technologies to Client under this Agreement, including the Site and any software as a service (SAAS) and including any additional Services under any Sales Order or Additional Service Terms (all as defined below), in accordance with the terms and conditions contained in this Agreement, and any exhibits attached thereto (the "Exhibits"). The related Exhibits are integral parts of this Agreement and are hereby incorporated into this Agreement by reference. In the event that there is a conflict between any terms or conditions contained in this Agreement with any terms or conditions contained in an Exhibit, the terms or conditions contained in the Exhibit shall take precedence. The provision of any Services or access to the Site or any Services by Push Technologies to Client shall be subject to the terms and conditions of this Agreement, including each applicable Sales Order and any Additional Service Terms as now or hereafter constituted.
Procurement of Services Pursuant to Sales Order(s). When Client desires to procure Services from Push Technologies, the parties will mutually execute a written sales order ("Sales Order"), which will include, among other terms, a detailed description of Services requested by Client under such Sales Order, the duration of the period(s) of such Services, and fees due for such Services. For the avoidance of doubt, all Sales Orders shall be subject to the written acceptance of Push Technologies. The terms and conditions of each Sales Order are or shall be incorporated into this Agreement by reference and form part of this Agreement.
Additional Service Terms.

If Client chooses to subscribe to any of the following add-on Services, then Client agrees to be bound by the applicable Additional Service Terms listed next to such add-on Service (as then in effect and as may be amended by Push Technologies from time to time):

Add-On Services Additional Service Terms

Templates Template Terms

Payroll and Tax Reporting Services Payroll and Tax Reporting Service Terms

Time and Attendance Services Time and Attendance Service Terms

Push Affordable Care Act (ACA) Solution Affordable Care Act (ACA) Terms

Certain other additional or ancillary Services further may be provided to Client pursuant to an accepted Sales Order or other mutually approved documentation. Such Services may be subject to additional or different terms from the Agreement (collectively with the add-on Services, the "Additional Services" and "Additional Service Terms"). All Additional Service Terms are or shall be incorporated into this Agreement by reference and form part of this Agreement, subject to subsection (b) below.

If there is any conflict between this Agreement and express written terms of the applicable Sales Order or Additional Service Terms, then such terms of the Sales Order or Additional Service Terms shall take precedence in relation to that Service for Client; provided however that in all events Section 1 (Binding Agreement), Section 2 (Changes to Agreement), Section 3 (Definitions), Section 9.2 (Anonymized Data), Section 9.3 (Feedback), Section 13 (Intellectual Property), Section 14 (Confidentiality), Section 17 (Indemnification), Section 18 (Limitation of Liabilities), Section 20.15 (Arbitration), any other relevant provisions of Section 20 (General Provisions) of this Agreement (as then amended), Exhibit A (Templates) (as then amended), Exhibit B (Payroll and Tax Reporting), Exhibit C (Time and Attendance), and Exhibit D (ACA Solution), shall be applicable to such Sales Order or Additional Service Terms and shall control over any conflict in provisions with such Order or Terms or other agreement or terms between Client and Push Technologies.

No Customizations. The Services do not include any Client specific customizations unless otherwise agreed in writing by the parties. Any such customizations shall be solely and exclusively owned by Push Technologies and shall be part of its Intellectual Property under this Agreement.

SOFTWARE AS A SERVICE; LICENSE

Access to Hosted Services; Use License. Subject to timely payment by Client of fees for the Services as set forth in the applicable Sales Order and full compliance at all times by Client (including all Authorized Users) with the terms and conditions of this Agreement, Push Technologies grants to Client and its Authorized Users for the Term of this Agreement a personal, non-exclusive, non-transferable, fee-based, non-sublicensable, non-assignable, right to remotely access and use the Services including, on a hosted basis on the Site, solely for use in Client’s internal business operations (and not for resale or third-party distribution) in accordance with all of terms and conditions of this Agreement and any applicable exhibit and/or schedule. The Services including any Software are hosted in the United States for worldwide users thereof and in Canada for Canadian users thereof only.
Restricted Uses. Client shall at all times be responsible for taking appropriate steps to ensure that its Authorized Users are adhering to the requirements and limitations set forth in this Agreement, including each Sales Order and Additional Service Terms. Without limiting the foregoing and in addition thereto, none of Client or any Authorized User shall at any time:

upload or distribute any files that contain any viruses, worms, malware, corrupted files, or any other similar software or programs or other malicious computer code that may damage or interfere with the operation, security, integrity, confidentiality, or other use of, or permit unauthorized access to, or prevent any user’s authorized access to or use of, the Services;
otherwise attempt to gain unauthorized access to any parts of the Site or any of the Services or any server, computer, or database connected directly or indirectly to the Site or any of the Services;
modify, disassemble, decompile, reverse engineer, attempt to access the source code for, or create derivative works of the Services;
probe, scan, test the vulnerability of, violate or circumvent any security mechanisms used by, the sites, servers, or networks connected to the Services, including any password or security encryption code;
take any action that imposes an unreasonably or disproportionately large load on the sites, servers, or networks connected to the Services;
upload or distribute any material or content that is obscene, offensive, inappropriate, threatening or malicious, or which otherwise exposes Push Technologies to civil or criminal liability;
impersonate or attempt to impersonate another individual or entity, including any Push Technologies employee or agent, or another Push Technologies client or authorized user;
copy, reproduce, license, distribute, resell, rent, lease, subcontract, operate as a service bureau or data processing service, or otherwise make available to any third party (other than Authorized Users of Client), directly or indirectly, any of the Services (including any Software), or use the Site or any of the Services (including any Software) in connection with the provision of any service or product to any third party;
remove, conceal, or alter any identification, copyright, or other proprietary rights notices or labels embedded or applied on, through or in connection with the Services;
access or use any data of any other client or other user of the Services or other third party;
otherwise destroy, disrupt, disable, distort, or otherwise harm or impede the operation of or access to the Services, including by the access, distribution, or transmittal of computer infections, worms, trojan horses, viruses, and other or similar code or devices that manifest contaminating or destructive properties (collectively "Viruses");
infringe, in any manner, on the rights of others or engage in behavior or activity that is threatening, harmful, discriminatory, or fraudulent;
use the Services other than for its intended purposes and in compliance with this Agreement, or in a manner that that constitutes a violation of any applicable laws (including by posting, promoting, or transmitting on, through or in connection with the Services any data or information that violates, misappropriates, or infringes upon any Intellectual Property Rights (as hereinafter defined) of Push Technologies or any affiliate or any third party, or otherwise violates any law);
access, copy or store any Software or other form of computer code of Push Technologies or any affiliate or licensor, or a significant portion of its or their materials or content;
use any data mining, robots, routine, or similar data gathering or extraction methods on, through, or in connection with the Services, or that interfere with the proper working of the Site and the Services;
develop a competitive product or service using any of the ideas, features, functions, or graphics that are similar to those of the Services;
access or use the Site or the Services if there are applicable legal restrictions pertaining to the relevant country of residence or domicile that would make such access or use unlawful or prohibited, including any applicable trade or related sanctions; or
violate any statute, law, regulation, or governmental policy in the United States, Canada, any country or other jurisdiction where Client or any Authorized User is present, resident or domiciled, or internationally.

Client agrees that it is directly and primarily responsible and liable for all acts and omissions of its Authorized Users. Any breach of this Agreement by any of Client’s Authorized Users shall constitute a breach of this Agreement by Client, and Client further shall immediately notify Push Technologies upon learning that Client or any of its Authorized Users have in any manner violated or attempted to violate the restrictions established in this Agreement (including any Sales Order or Additional Service Terms).

THIRD-PARTY RESOURCES

Push Technologies may from time to time make available to Client certain products or services or other resources incorporated into or offered on, through or in conjunction with the Services to the extent owned, operated or provided by a third party other than Push Technologies ("Third-Party Services"). Push Technologies has no control over those Third-Party Services and accepts no responsibility for them or for any loss or damage that may arise from your access to or use of such Services. For purposes of this Agreement, such Third-Party Services further are subject to their own terms and conditions. If Client decides to access or use any of the Third-Party Services, Client does so entirely at its own risk and subject to any terms and conditions for such Third-Party Services.

ADDITIONAL CLIENT OBLIGATIONS

In addition to and without limiting the other obligations of Client hereunder:

Maintenance and Charges. Client shall be responsible for obtaining and maintaining all computer hardware, software, and communications equipment needed to internally access the Services, and paying all third-party access charges incurred while using the Services.
Procedures. Client shall be responsible for implementing, maintaining, and updating all necessary and proper procedures and software for safeguarding against Viruses.
Compliance. Client shall abide by all local and international laws and regulations applicable to its use of the Services, shall use the Services only for legal purposes, and shall comply with all regulations, policies and procedures of networks connected to the Site or the Services.

CLIENT ACCOUNT AND INSTRUCTIONS
1. Account Administrator. Client will designate and authorize either itself and/or one or more individuals with authority to (i) act on Client’s behalf, (ii) provide information on Client’s behalf, and (iii) bind Client and/or Client’s business with respect to the Services (each such individual, an "Account Administrator"). An Account Administrator is authorized by Client to access Client’s account with Push Technologies for access or use of the Services ("Client Account") by entering a confidential user ID and password. Such the Client Account login information will entitle the Account Administrator, depending on their designation and the permissions given by Client, to have the authority to input information and access, review, modify, and/or provide approvals on Client’s behalf.
2. Actions under Client Account. Client is solely responsible for all actions taken under any Client Account, including (i) actions taken by Client, any Account Administrator, or any other authorized representative of Client (an "Authorized Representative"), and (ii) actions that Client, an Account Administrator, or an Authorized Representative (or any person that Push Technologies reasonably believes to be Client, an Account Administrator, or an Authorized Representative) directs or instructs Push Technologies to take on its behalf will be deemed authorized by Client, regardless of Client’s knowledge of such actions.
3. Instructions; Equipment. In addition, Client is solely responsible for (i) following instructions that Push Technologies provides to Client with respect to the Site or the Services, whether such instructions are provided via the Site, Services, email, posting, or otherwise, (ii) obtaining, maintaining, and keeping secure any equipment and ancillary services necessary to connect to, access, or otherwise utilize the Services, including but not limited to internet access, networking equipment, hardware, software, and operating systems, and (iii) maintaining applicable accounts with providers of any Third-Party Services.
4. Security. Without limiting and in addition to the provisions of Section 14 hereof (Confidential Information), Client will, and will cause all Authorized Users of the Client Account (including but not limited to Account Administrators and Authorized Representatives) to take reasonable steps to adequately secure, and keep confidential, any Client Account passwords or credentials, and any information accessible via the Client Account. If Client believes or suspects that the Client Account or passwords or credentials for Client’s Account have been disclosed to, accessed by, or compromised by unauthorized persons, Client must immediately notify Push Technologies. Push Technologies reserves the right to unilaterally prevent access to the Services if Push Technologies has reason to believe that the Client Account or passwords or credentials for the Client Account have been compromised.
5. Client Actions. Client agrees that, to the fullest extent permitted by applicable law, the provision to Push Technologies of the Client Account login credentials (such as usernames and passwords) or other identity verification credentials by any of Client, an Account Administrator, or an Authorized Representative, together with any actions authorized by such foregoing parties to Push Technologies via the Site (e.g., clicking the "Submit Payroll" or other buttons) or otherwise (e.g., orally instructing a Push Technologies customer care representative to take a certain action), will have the same effect as such parties providing a written signature authorizing electronic payments, filings, or any other actions in connection with the Services, and Push Technologies shall have the right to fully rely on the same in each case without further inquiry.
CLIENT INFORMATION; REPORTS
1. Client Information. Client is responsible for timely providing Push Technologies with all data, information and other content or materials required or useful for Push Technologies to perform the Services hereunder, including all relevant employee and other personnel data (including any personally identifiable information) received from Client for use in connection with the Services (collectively "Client Information"). In this connection:

Client may furnish such Client Information to Push Technologies directly or via an Account Administrator or Authorized Representative, whether as collected, uploaded or otherwise received, provided however that such Information shall be furnished in the form or formats required by Push Technologies.
Client is solely responsible for the accuracy and completeness of Client Information provided to Push Technologies, and Client will ensure that any such information, whether provided by Client or by an Account Administrator, or Authorized Representative, is accurate and complete at all times. Moreover, Client is required to maintain the accuracy and completeness of such information on an ongoing basis and will promptly notify Push Technologies, whether directly or through an Account Administrator or Authorized Representative, of any changes to Client Information provided to Push Technologies. Client is responsible for checking to ensure that all Client Information is correct, and neither Push Technologies nor any third party shall be held liable for any incorrect Client Information entered into the Site or use in the performance of the Services.
Client assumes all risks associated with use of Client Information, including any reliance on its accuracy, completeness, usefulness, or authority to disclose or use.
Client further represents and warrants to Push Technologies that Client does and will possess and maintain all authority, consents and permissions required under applicable law or otherwise for Client to disclose and provide Client Information to Push Technologies and for Push Technologies to use the same to perform the Services hereunder.

Anonymized Data. Push Technologies further may collect, process, compile, and use data and other information related to the use of the Site and the Services by Client or its Authorized Users (including any Client Information provided hereunder) in an aggregated and anonymized form for any purpose, including compilation and use of statistical and performance information related to the provision and operation of the Services or any other information reflecting the access or use of the Services by or on behalf of Client or any Authorized User (collectively, "Anonymized Data"). The Anonymized Data in such form shall be the sole and exclusive property and part of the Intellectual Property of Push Technologies. To better understand the Anonymized Data and information we collect and process and how we use any information collected through the Site, please refer to our Privacy Policy. Anonymized Data is excluded from Client Information. For the avoidance of doubt, this provision shall survive the expiration or termination of this Agreement and remain in full force and effect.
Feedback. All feedback, comments, ideas, and suggestions for improvements, enhancements, or modifications to the Site or the Services (including new features or functionality relating thereto) or otherwise relating to Push Technologies IP (as hereinafter defined), however and whenever provided and whether from Client or its Authorized Users or third parties (collectively, "Feedback"), shall be the sole and exclusive property and part of the Intellectual Property of Push Technologies. Push Technologies shall have the right to but shall not be required to use any Feedback for any purpose. To the extent any personal data is included in connection with Feedback you provide, such personal data will be processed in accordance with our Privacy Policy then in force. For the avoidance of doubt, this provision shall survive the expiration or termination of this Agreement and remain in full force and effect.
Security of Information. Client acknowledges and agrees that although Push Technologies will endeavor to provide commercially reasonably security measures to protect Client Information during the term of the relevant Services hereunder, Push Technologies is not and shall not be liable for any damages or claims or liabilities resulting from the disclosure of Client Information or other Client material.
Notices. Client, whether directly or through its Account Administrators or Authorized Representatives, shall also promptly notify Push Technologies of any third-party notices that Client may receive or other information in its possession which could affect Push Technologies’ ability to effectively provide the Services or increase the likelihood that any claim may be brought against Client or Push Technologies in connection with the Services, including any notices from any government agencies regarding penalties or errors relating to the Services. If this occurs, in the reasonable judgment of Push Technologies such notice will constitute an event of "Force Majeure" in connection with respect to the performance of the Services under Section 20.3 of this Agreement (Force Majeure).
Review of Push Reports. In addition, Client is solely responsible for reviewing any reports, filings, information, documents or other materials containing or based on Client Information which are produced and delivered by Push Technologies to Client hereunder as a part of the Services (collectively "Push Reports"), whether posted to the Site by Push Technologies or otherwise provided or made available to Client by Push Technologies. Client must notify Push Technologies of any inaccuracies in the Reports as soon as possible, or within the time period specified in communications received from Push Technologies.

RECORDS
1. Push Storage. Push Technologies will use commercially reasonable efforts and means to store and host Client Information and related records during the Term through the use of Push Technologies’ applications, but Push Technologies does not and will not serve as Client’s record keeper or primary online storage site, and Client acknowledges and agrees that the Services do not replace the need for Client to maintain regular data back-ups or redundant data archives, which shall not be our responsibility (collectively "Data Archives").
2. Client Storage. Notwithstanding Section 10.1 above to the contrary, Client will be primarily and directly responsible for retaining and storing copies of all materials and other documentation received from or provided to Push Technologies in connection with the Services, including all Client Information, all Push Reports, and all Data Archives (collectively, "Stored Records"). Client further shall maintain all Stored Records in any format required by applicable law, including (for example) in the form of physical printed copies.
FEES
1. Fees. Client shall pay Push Technologies for the Services at the rates specified in the applicable Sales Order after the Effective Date during the Initial Subscription Term (as defined in Section 15.1) of this Agreement. After the Initial Subscription Term, Client shall pay Push Technologies for such Services at Push Technologies’ then prevailing prices for such Services. Push Technologies may increase prices for the Services at any time after the Initial Subscription Term upon at least thirty (30) days prior notice to Client if such change is part of a general price change by Push Technologies to its clients for affected items.
2. Invoicing and Payment Terms. Commencement of billing for Services shall be set forth in the respective Sales Order governing the Services. Client will pay all invoices in full within thirty (30) days of the invoice date. Client shall reimburse Push Technologies for any expenses incurred, including interest and reasonable legal fees, in collecting amounts past due to Push Technologies.
3. Taxes. Client shall be responsible for payment of all taxes (excluding those on Push Technologies’ net income) relating to the provision of the Services, except to the extent a valid written tax exemption certificate or other written documentation acceptable to Push Technologies to evidence Client’s tax exemption status for the applicable time period is provided by Client to Push Technologies prior to the delivery of Services.
COMPLIANCE
1. Applicable Laws. Client (including its Authorized Users) shall comply at all times with applicable laws and regulations that affect its business generally, including each and all of any applicable anti-bribery, export control, data protection, privacy, and employment/labor laws, rules and regulations respectively. Client further represents, warrants and agrees that it is solely responsible for complying with, and Client (including its Authorized Users) shall comply at all times with, all applicable federal, provincial, state, territorial, and local wage and hour and employment/labor laws and regulations in the ordinary course of its business operations, including rates of pay, overtime pay, bonus compensation and employee classifications as exempt or non-exempt for overtime pay purposes and other wage and hour requirements. Client further represents and warrants that Personal Information (as hereinafter defined) transferred by Client or at Client’s direction to Push Technologies has been collected in accordance with applicable privacy and data protection laws (including as required for Client to authorize the processing of such Personal Information by Push Technologies as authorized under or required in connection with this Agreement, any Sales Order, or otherwise the Services). Push Technologies agrees that it shall only process and use the Personal Information as needed to perform the Services or as Aggregated Data, to the extent authorized by this Agreement or any Sales Order or as otherwise required or permitted by applicable law.
2. No Legal or Regulatory Advice. Client acknowledges that Push Technologies has no responsibility for any services prior to the Effective Date of this Agreement, and further agrees that in the performance of its Services, Push Technologies is not rendering any legal, tax, accounting, financial, regulatory, employment/labor, benefits, accounting or investment advice to Client or its personnel or any other person or entity. Without limiting the generality of the foregoing, Client and not Push Technologies will be responsible for how Client or any Authorized User uses the Services to comply with its legal and regulatory requirements and the consequences of any instructions that it gives or fails to give to Push Technologies, provided that Push Technologies follows any lawful written instructions within the scope of the Services agreed to hereunder.
3. Online Statements. If Client instructs Push Technologies to provide online pay statements or personal income tax forms without physical copies thereof, Client will be solely responsible for determining if and to what extent Client’s use of online pay statements or personal income tax forms or other information satisfies Client’s obligations under applicable laws and the consequences resulting from such determinations, and Push Technologies shall have no liability therefor.
INTELLECTUAL PROPERTY
1. Intellectual Property. For the purposes of this Agreement:

"Intellectual Property" means (i) any concepts, inventions, developments, improvements, works of authorship, software, computer codes, trade secrets, know-how, designs, products, processes, programs, methods, techniques, structures, functions, formulas, algorithms, systems, technologies, technical or scientific information, data and databases, work product, confidential or proprietary information, trademarks and other identifying marks, reports, documentation, and other such items, in any stage of development, and (ii) any and all IP Rights therein or thereto or arising therefrom.
"IP Rights" means any and all registered and unregistered rights granted, applied for, or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection, designs, moral rights, industrial or other intellectual property rights laws, goodwill, and all similar or equivalent rights or forms of protection, in any part of the world.

Client IP Rights.

Except for the rights expressly granted to Push Technologies in this Agreement, all rights, title and interests in and to Client Information, including any and all Intellectual Property and IP Rights embodied in or relating to Client Information, are and shall be owned solely and exclusively by Client or its successors or assigns (collectively "Client IP"). For the avoidance of doubt, Client IP does not include and Client shall have no ownership interest in or to any Anonymized Data or Feedback or any other data or information reflecting the access or use of the Site or Services by or on behalf of Client or any Authorized User, which shall be the sole and exclusive property of Push Technologies.
Client hereby grants to Push Technologies a non-exclusive, irrevocable, worldwide, fully paid and royalty-free license to use, process, edit, modify, adapt, translate, compile, exhibit, publish, reproduce, copy, display, distribute, and make derivative works from Client IP, including any Personal Information therein, for the primary purposes of developing and performing the Services hereunder during the Term; provided that subject to Section 13.5 below, Client has the right to pre-approve any public use by Push Technologies of any of Client’s trademarks or service marks (the foregoing collectively, "Client License"). Client IP also may be disclosed and sublicensed by Push Technologies to any of its affiliates or subcontractors under this Client License in connection with the development or performance of the Services.

Push Technologies IP Rights.

Push Technologies IP. All rights, title and interest in and to each of (i) the Site and any and all Services, including all Software and customizations, (ii) any and all Anonymized Data, and (iii) any and all Feedback (in each case including all Intellectual Property and IP Rights embodied in or relating to any of the foregoing), are and shall be owned solely and exclusively by Push Technologies or its successors or assigns (collectively, "Push Technologies IP"). Nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Client or any third-party any IP Rights or other right, title, or interest in or to the Push Technologies IP, all of which Push Technologies expressly reserves.
Assignment. For the avoidance of doubt, Client hereby unconditionally and irrevocably assigns to Push Technologies, for itself and behalf of its Authorized Users, all right, title, and interest in and to (1) the Site and the Services, including any Software and any customizations, (2) the Anonymized Data, and (3) any Feedback (in each case including all Intellectual Property and IP Rights embodied in or relating to any of the foregoing), without any attribution or compensation to any Party or person. Client will not obscure, alter or remove any copyright, trademark, service mark or proprietary rights notices on any materials provided by Push Technologies in connection with the Services, and will not copy, decompile, recompile, disassemble, reverse engineer, or make or distribute any other form of, or any derivative work from, any Push Technologies IP.

Reports. Client will have the right to use the Push Reports produced by Push Technologies and delivered to Client as part of the Services hereunder, provided that (i) such Reports must be used by Client solely for internal business purposes, (ii) no Reports may be distributed to any outside third parties, and (iii) Push Technologies retains sole and exclusive ownership of the format and methods of production of such Reports and the Intellectual Property of Push Technologies used or incorporated in the production of such Reports. Without limiting the generality of the foregoing, to the extent any such Reports or other materials incorporate any Push Technologies Confidential Information, Push Technologies retains sole and exclusive ownership of such Confidential Information.
Right to Use of Logos. Client hereby grants to Push Technologies the express right to use Client’s company logo in marketing, sales, financial, and public relations materials and other communications to identify Client as a Push Technologies customer. Push Technologies hereby grants to Client the express right to use Push Technologies’ company logo solely to identify Push Technologies as a provider of services to Client. Other than as expressly stated herein, neither Party shall use the other Party’s marks or logos without the prior written permission of the other Party. All uses of such logos shall be for the sole benefit of the owner of such logo.
Survival. For the avoidance of doubt, this Section 13 shall survive the expiration or termination of this Agreement and remain in full force and effect.

CONFIDENTIALITY
1. Confidential Information. "Confidential Information" means any and all information or material or data disclosed by one Party or its affiliates ("Disclosing Party") to the other Party or its affiliates ("Receiving Party") or otherwise obtained by the Receiving Party, whether before or on or after the Effective Date hereof, and whether in writing, or in oral, graphic, electronic or any other form and in any stage of development, which derives actual or potential economic value from not being generally known and which (i) is either marked, designated or identified by the Disclosing Party as confidential, or (ii) is disclosed under circumstances such that Receiving Party should reasonably understand such information to be confidential, whether or not so marked, designated or identified. Such Confidential Information includes (1) the Intellectual Property of the Disclosing Party or any licensor of the Disclosing Party in any form or stage of development, and (2) any third person information for which the Disclosing Party has a duty of nondisclosure, including any such information of any affiliate or of any licensor under a license agreement. For these purposes and without limiting the generality of the foregoing, the parties further acknowledge that (x) Client Information as defined herein (including all personally identifiable payroll and employee-level data) shall be the Confidential Information of Client, provided however that (y) all Anonymized Data in such form and all Feedback shall be the Confidential Information of Push Technologies. All information regarding pricing and pricing-related information (including the Sales Orders) further shall be the Confidential Information of Push Technologies.
2. Ownership. The Receiving Party acknowledges and agrees that all Confidential Information of the Disclosing Party (including all copies, extracts and portions thereof) is and shall be the sole and exclusive property of the Disclosing Party, but subject to the terms and conditions of Section 13 (Intellectual Property) of this Agreement, including all rights of Push Technologies to use Client Information hereunder.
3. Non-Disclosure and Use. The Receiving Party shall hold the Confidential Information of the Disclosing Party in strict confidence and shall use at least the same standard of care as it uses to protect proprietary or confidential information of its own, but in no event less than reasonable care. The Receiving Party may disclose such Confidential Information to its affiliates or to other officers, employees and consultants strictly on a need-to-know basis, and in each case such Party shall advise such persons of the nondisclosure and use obligations established hereunder and shall bind such persons in writing to obligations no less stringent than those established hereunder. The Receiving Party shall not use any such Confidential Information at any time during or after the Term of this Agreement, except as may be reasonably necessary to carry out the purpose of this Agreement and to exercise its rights and perform its duties and obligations under this Agreement. The foregoing restrictions shall be without limiting and in addition to (i) any separate and independent rights and remedies of any Disclosing Party under any trade secret or similar statutes or codes or regulations and (ii) any other restrictions on use set forth under this Agreement.
4. Nondisclosure Exceptions.

Nothing herein shall prevent the Receiving Party from disclosing Confidential Information pursuant to a requirement of a governmental agency or applicable laws, so long as the Receiving Party provides the Disclosing Party with timely prior notice of such requirement, cooperates with any efforts of the Disclosing Party to prevent or narrow disclosure and protect the confidential nature of the information, and discloses only that portion of Confidential Information it believes to be required thereby on the written advice of counsel.
Neither Party shall be obligated to maintain in confidence any information that (i) is or becomes generally available to the public through no fault of the Receiving Party or any Related Person; (ii) the Receiving Party can show was previously known to the Receiving Party at the time of initial receipt of such information from the Disclosing Party or any affiliate, other than the Push Reports (as herein defined); (iii) the Receiving Party develops such information independently of any disclosure from the Disclosing Party hereunder and without reference to any Confidential Information of such Party; or (iv) the Receiving Party receives such information from an unaffiliated third party without violation of any of the obligations of such third party to the Disclosing Party or any affiliate.
The Receiving Party shall have the burden of establishing the applicability of any of the foregoing exceptions. The foregoing exceptions shall not be applicable to any restrictions on use hereunder.

Return and Retention. Each Receiving Party will return or destroy all Confidential Information of the Disclosing Party in its possession or control within the earlier of ten (10) days of written request by of the Disclosing Party or ninety (90) days of the expiration or earlier termination of this Agreement; provided however that (i) the Receiving Party may retain archival file copies or descriptions of such Confidential Information for record keeping and regulatory purposes, subject to its ongoing compliance with the obligations and restrictions of this Section for as long as so retained, (ii) Client has and retains full responsibility for the retention of employment-related records on its employees as required by applicable laws and regulations, and (iii) in the case of Push Technologies, such Party may retain and use such Confidential Information as reasonably required to exercise any ownership or license or related rights of Push Technologies under this Agreement, including all rights in or to the Anonymized Data and the Feedback.
Term of Obligations. The Parties' respective nondisclosure obligations under this Section 14 shall continue during the Term and for a period of five (5) years following the termination or expiration of this Agreement including all Sales Orders, whichever is later, provided however that such nondisclosure obligations shall continue in perpetuity in the case of any trade secrets of a Party as defined under applicable law. Restrictions on use or reverse engineering under this Agreement further shall not terminate or expire and shall further be subject to applicable law.
Survival. For the avoidance of doubt, this Section 14 shall survive the expiration or termination of this Agreement and remain in full force and effect.

TERM AND TERMINATION
1. Term. Subject to earlier termination as provided below, this Agreement is for the Subscription Term as specified in the mutually agreed Sales Order. Unless stated otherwise in the Sales Order, the Initial Subscription Term shall commence on the Effective Date and conclude on the first anniversary of the Effective Date ("Initial Subscription Term"), and thereafter shall automatically renew for subsequent one (1) year periods, in each case at the Push Technology list price for the applicable Services in effect at the time of renewal, unless either Party gives the other Party notice of non-renewal at least forty-five (45) days prior to the end of the then-current Subscription Term.
2. Termination for Cause. A Party may terminate this Agreement or any Sales Order for cause if:

The other Party breaches any material provision of this Agreement or any Sales Order and then fails to cure or remedy such breach within ninety (90) calendar days of receiving written notice from the non-breaching Party specifying in reasonable detail the nature of such breach(es), provided that the right to cure shall not be applicable to (i) a series of breaches of the same or similar nature or (ii) any breach incapable of cure;
The other Party ceases business operations; or
The other Party becomes insolvent, generally stops paying its debts as they become due, or seeks protection under any bankruptcy, receivership, trust deed, creditors arrangement, dissolution, liquidation, winding up, composition or comparable proceeding or process, or if any such proceeding is instituted against such other Party (and not dismissed within ninety (90) days after commencement of one of the foregoing events), or makes or seeks to make a general assignment for the benefit of its creditors.

Other Suspensions or Terminations. In addition to and without limiting its other remedies hereunder:

Push Technologies may also temporarily or permanently disable and/or suspend the Services and/or access by Client or any Authorized User to the Site or the Services, in whole or in part, immediately and without prior notice in the event Push Technologies reasonably determines that (i) there is or will be a threat or attack on the Site or any of the Push Technologies IP, or (ii) if Client or any of its Authorized Users breaches any material term of this Agreement or any Sales Order, including Section 5.2 hereof (Additional Restrictions).
Push Technologies may immediately terminate this Agreement or any Sales Order or the Services if Client has violated or, if conducting business with Client, a payee of Client, or any affiliate of Client is or would be in violation of, any of the rules or regulations promulgated by FINTRAC (if Client operates in Canada) or NACHA (if Client operates in the United States of America), or if Push Technologies reasonably believes such termination to be reasonably necessary to comply with applicable law or judicial or governmental demand or order.
This Section does not limit any of Push Technologies’ other rights or remedies at law, in equity, or under this Agreement.

Termination Without Cause. Push Technologies may terminate this Agreement and all Sales Orders without cause upon thirty (30) calendar days’ prior written notice to Client.
Termination of Sales Order. For avoidance of doubt, termination of a Sales Order standing alone does not automatically terminate this Agreement or any other Sales Orders as to all other matters hereunder.
Termination/Suspension of Payment Services. Without limiting the foregoing and in addition thereto, the parties agree that any Services that involve electronic or check payments being made by Push Technologies to third parties on Client’s behalf (collectively "Payment Services") and at its direction involve a credit risk to Push Technologies. Such Services (including access to Client’s Account) may be immediately suspended or terminated by Push Technologies without prior notice if (each, a "Default"):

Push Technologies has not received timely funds from Client;
a bank notifies Push Technologies that it is no longer willing to originate debits from Client’s account(s) and/or credits on Client’s behalf for any reason;
the authorization to debit Client’s account is terminated or Push Technologies reasonably believes that there is or has been fraudulent activity on the account;
Push Technologies reasonably determines that Client no longer meets Push Technologies’ credit/financial eligibility requirements for such Services;
Client has any material adverse change in its financial condition; or
Push Technologies reasonably determines that Client presents an undue credit risk to Push Technologies or in the event of any other termination right.

If Payment Services are not terminated despite the occurrence of any of the events described above, Push Technologies may require Client to pay its outstanding and all future third-party payment amounts covered by Payment Services and/or Push Technologies’ fees and charges for Payment Services to Push Technologies by (i) bank or certified check; (ii) by wire transfer of immediately available funds; and/or (iii) advance of the then current schedule, as a condition to receiving further Payment Services. Push Technologies shall have the right, without liability to Client or any third party, to suspend the Payment Services (including access to Client’s Account) for as long as the Default remains uncured in the sole judgment of Push Technologies.

Discontinuance of Services. Without limiting and in addition to its other rights hereunder, Push Technologies reserves the right to discontinue any Service or other deliverable at any time without cause. In such event:

Push Technologies will use commercially reasonable efforts to provide at least six (6) months' notice before the termination of the Service or deliverable.
During the timeframe between when the end-of-life notification is made and the actual termination date for such Service or deliverable, no new enhancements will be made to the Service or deliverable.

Post-Termination. If use of any Services is or may be terminated by Push Technologies pursuant to this Section 15, and without limiting its other remedies hereunder, Push Technologies shall be entitled to allocate any funds remitted or otherwise made available by Client to Push Technologies in such priorities as Push Technologies (in its sole discretion) deems appropriate (including reimbursing Push Technologies for payments made by Push Technologies hereunder on Client’s behalf to a third party). If any Services are terminated by either Party hereto, Client shall immediately:

become solely responsible for all of its third-party payment obligations covered by such Services then or thereafter due;
reimburse Push Technologies for all payments made by Push Technologies hereunder on Client’s behalf to any third party; and
pay any and all fees and charges invoiced by Push Technologies to Client relating to the Services.

Limited Access Rights. Upon termination of any of the Service(s) and/or termination of this Agreement or any Sales Order, any license or right of Client (or any Authorized User) to access and use such terminated Services(s) will automatically terminate; provided however that Push Technologies may, for thirty (30) calendar days after the effective date of termination, continue to provide Client with the ability to access the Client Account in a limited capacity with respect to such terminated Service(s), for the purpose of viewing and downloading information to the extent otherwise available in the Client Account at the time of termination of such Service(s) ("Limited Access Rights"). During any period in which Client has Limited Access Rights, Client must use reasonable efforts to adequately secure, and keep confidential, any passwords or credentials for the Client Account, and any information accessible via the Client Account. Push Technologies may deny the Limited Access Rights to Client, or Push Technologies may revoke the Limited Access Rights at any time in its sole discretion, if it has any reason to believe that Client may have at any time breached any material provision of this Agreement, including Section 5.2 (Restricted Uses) or Section 12 (Compliance) hereof. In no event shall any termination or suspension or revocation relieve Client of the obligation to pay any fees payable to Push Technologies for the period prior to the effective date of such termination or suspension or revocation.
Termination of Sales Orders. Termination or expiration of any Sales Order shall not of itself terminate this Agreement or any other Sales Order then in effect.
Downgrades. Client may not downgrade its Services or reduce the number of seats under any Services during a Subscription Term. If Client desires to downgrade its Services or reduce the number of seats under any Services for a Subsequent Term, Client must provide Push Technologies with thirty (30) days advance written notice prior to the end of the then-current Subscription Term. Downgrading Services by Client may cause loss of content, features, or capacity of the Services as available to Client under its the Client Account, and Push Technologies shall not be liable for any costs, losses, damages, penalties, fines, expenses, or liabilities arising out of or related to any downgrading.
No Refunds. Unless otherwise expressly provided in this Agreement, if Client elects to terminate its subscription to the Services or cancel its the Client Account prior to the end of its then-current Subscription Term, no refunds or credits for subscription charges or other fees or payments will be provided to Client.
Termination Claims. Push Technologies shall have no liability for any costs, losses, damages, penalties, fines, expenses, or liabilities arising out of or related to the termination or suspension of this Agreement or any Sales Order in compliance with the terms and conditions of this Section 15.
Surviving Provisions. All provisions of this Agreement or the relevant Sales Order that expressly, or by their nature, are intended to survive the termination or expiration of this Agreement or such Sales Order (as the case may be), including in the case of this Agreement Section 5.2 (Restricted Use), Section 7.3 (Compliance), Section 9.2 (Anonymized Data), Section 9.3 (Feedback), Section 10 (Records), Section 11 (Fees), Section 12 (Compliance) Section 13 (Intellectual Property), Section 14 (Confidentiality), this Section 15 (Termination), Section 16 (Warranties and Disclaimers), Section 17 (Indemnification), Section 18 (Limitation of Liability), and Sections 3 (Definitions) and Section 20 (General Provisions) of this Agreement, and any and all claims or actions or causes of action arising prior to or in existence as of the date of termination or expiration of this Agreement or the relevant Sales Order, each shall not terminate and shall survive until the respective rights and obligations of the parties are fully satisfied or discharged hereunder and thereunder, as applicable.

REPRESENTATIONS AND WARRANTIES
1. Mutual. Each Party represents and warrants that it has the legal power and authority to enter into and perform this Agreement and there is no outstanding contract, commitment, or legal impediment to its knowledge which may limit, restrict, or impair its ability to perform its obligations hereunder. The acceptance of this Agreement has been duly authorized by all necessary corporate or organizational action of such Party; and when entered into each Party will constitute the legal, valid, and binding obligation of such Party, enforceable against such Party in accordance with its terms.
2. Performance. Push Technologies represents and warrants and agrees that it exercise its commercially reasonable efforts at all times to perform the Services in a diligent and professional manner, consistent with industry standards for such Services, subject to any further disclaimer of warranties under Exhibit A (Templates), Exhibit B (Payroll and Tax Reporting), Exhibit C (Time and Attendance), and Exhibit D (ACA Solution), hereto.
3. Client Information. Client represents and warrants and agrees that it is solely responsible for providing and will provide complete and accurate information to Push Technologies with respect to all Client Information at all times, including employee data, hours worked, rate of pay, authorized deductions, and tax withholdings.
4. Disclaimers. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THE FOREGOING PROVISIONS OF THIS SECTION 16, AND TO THE FULLEST EXTENT NOT PROHIBITED BY APPLICABLE LAW:

(i) THE PUSH TECHNOLOGIES IP AND ALL SERVICES AND SOFTWARE AND ACCESS TO AND USE OF THE SITE, INCLUDING ANY TEMPLATES OR EXHIBITS PURSUANT TO AND FURTHER SUBJECT TO THE TERMS OF EXHIBITS A, B, C, AND D TO THIS AGREEMENT AND INCLUDING ANY ADDITIONAL SERVICES, ALL ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS; AND (ii) PUSH TECHNOLOGIES MAKES NO CONDITIONS, WARRANTIES OR REPRESENTATIONS ABOUT THE SUITABILITY, RELIABILITY, USABILITY, SECURITY, QUALITY, AVAILABILITY, OR ACCURACY OF ANY OF THE SAME.
PUSH TECHNOLOGIES AND EACH OF ITS RELATED PERSONS HEREBY FURTHER DISCLAIMS ANY AND ALL OTHER WARRANTIES, CONDITIONS, AND REPRESENTATIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY WARRANTIES, CONDITIONS, OR REPRESENTATIONS (1) RELATED TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, DURABILITY, SATISFACTORY QUALITY, NON-INFRINGEMENT OR TITLE, (2) ARISING OUT OF ANY COURSE OF DEALING OR PERFORMANCE OR USAGE OF TRADE, (3) THAT THE ACCESS TO OR USE OF THE SITE OR THE SERVICES WILL BE SECURE, TIMELY, UNINTERRUPTED, ACCURATE OR ERROR-FREE OR WILL BE COMPATIBLE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, OR (4) THAT THE SERVICES (INCLUDING THE SOFTWARE) WILL BE FREE OF HARMFUL COMPONENTS. ALL THIRD-PARTY SERVICES OR TECHNOLOGIES FURTHER ARE PROVIDED "AS IS" AND ANY REPRESENTATION OR WARRANTY OR CONDITION OF OR CONCERNING ANY THIRD-PARTY SERVICES OR TECHNOLOGIES ARE STRICTLY BETWEEN THE CLIENT AND THE THIRD-PARTY OWNER, DISTRIBUTOR OR PROVIDER OF THE THIRD-PARTY SERVICES, AND NONE OF PUSH TECHNOLOGIES OR ANY RELATED PERSONS SHALL HAVE ANY RESPONSIBILITY OR LIABILITY THEREFOR.

INDEMNIFICATION
1. Client Indemnification. To the fullest extent not prohibited by applicable law, Client agrees to and shall fully indemnify, defend, and hold harmless (collectively, "indemnify" or "indemnification" or other variation) Push Technologies and each and all of its Related Persons (collectively "Push Indemnitees") from and against any and all losses, liabilities, obligations, liabilities, claims, suits, costs, expenses, damages, or judgments of any kind or nature whatsoever (including reasonable attorneys’ fees, costs and expenses, and including any attorneys' fees and expenses incurred pursuing indemnification claims hereunder) (collectively "Losses"), which arise out or relate to or are in connection with (1) any actual or alleged breach or violation of this Agreement or any other terms or agreements by Client or any Related Person, (2) any other use of the Site or any of the Services, (3) any violation or non-compliance by Client or any Related Persons of any applicable laws (including applicable data protection, employment/labor, or privacy laws), and including compliance by Client with all legal and regulatory requirements in its provision to Push Technologies of payroll data for Client employees), (4) any other acts or omissions of Client or any Related Persons (including with respect to the amount, accuracy, timeliness of transmittal, or authorization of any entry received from Client), (5) any use of the templates or services attached as Exhibits, (6) the death or bodily injury to any person or damage to physical property attributable to the negligence of Client or any Related Person, or (7) any claim by a third party based on alleged infringement or misappropriation of the IP Rights of such third party by Client or any Related Party or with respect to any Excluded Claims defined below (collectively "Claims"), provided however that the obligation to indemnify the Push Indemnitees shall not apply to the extent any such Claim is based on the gross negligence or willful misconduct of Push Technologies or any other Push Indemnitee.
2. Push Technologies Indemnification. Push Technologies agrees to and shall fully indemnify Client from and against any and all Losses which arise out or relate to or are in connection with any claim by an unaffiliated third party that the use by Client (including any Authorized User) of the Site or the Services infringes or misappropriates the IP Rights of such third party (also, "Claim"), but excluding from such indemnification any Claim to the extent caused or based on any of the following ("Excluded Claims"):

any claim based on use of Client Information or any third party services;
modification of the Services or any deliverable after delivery by Push Technologies;
any combination of the Services or any deliverable with other products or materials or technologies not supplied by Push Technologies;
any failure of Client or any Related Person to use the current version of any Services or other deliverable (including any Software);
any use of the Services or deliverables not in accordance with the applicable Sales Order and this Agreement;
any other Claims covered by any indemnification obligations of Client hereunder; or
without limiting and in addition to the foregoing, the gross negligence or willful misconduct of Client or any Related Persons.

Corrective Action. In the event that any Service or deliverable is, or is likely to be, infringing or misappropriating, Push Technologies, at its option and expense, may:

modify the Service(s) or deliverables so that they become non-infringing;

replace the Services or deliverables with functionally equivalent non-infringing services reasonably acceptable to Client; and/or
procure for Client the right to continue use, or, if the foregoing alternatives are not reasonably available to Push Technologies or otherwise are only available at an excessive cost under the circumstances, to terminate the relevant Sales Order or this Agreement and refund the fees paid for the affected Services or affected deliverables under such relevant Sales Order or Orders;

but subject in all events to any of the indemnification obligations of Client hereunder.

Procedures. The indemnified Party shall promptly notify the indemnifying Party of any Claim for which indemnification is sought, following actual knowledge of such Claim by its senior management, provided however that the failure to give such notice shall not relieve the indemnifying Party of its obligations hereunder except to the extent that such indemnifying Party is materially prejudiced by such failure. In the event that any third party Claim is brought, the indemnifying Party shall undertake and control of the defense of such action with counsel of its choice, provided further however that (i) the indemnified Party at its own expense may participate and appear on an equal footing with the indemnifying Party in the defense of any such Claims, (ii) the indemnified Party may undertake and control of such defense in the event of the material failure of the indemnifying Party to undertake and control the same, and (iii) the defense of any Claim relating to the IP Rights of any Party or its affiliates or licensors and any related counterclaims shall be solely controlled by such Party at its option with counsel of its choice. The indemnified Party shall provide to the indemnifying Party all reasonable assistance, at the indemnifying Party’s reasonable expense. No indemnified Party shall admit liability for or consent to any judgment or concede or settle or compromise any Claim without the prior written approval of the indemnifying Party (which approval shall not be unreasonably withheld or delayed).
No Implied Indemnity. No indemnitee or any other person or entity shall be entitled to any form of equitable or implied indemnification at any time.

LIMITATION OF LIABILITIES

NOTWITHSTANDING ANY CONTRARY PROVISION OF THIS AGREEMENT OR ANY OTHER TERMS OR AGREEMENTS AND TO THE FULLEST EXTENT NOT PROHIBITED BY APPLICABLE LAW, BUT SUBJECT TO AND EXCEPTING THE EXPRESS INDEMNIFICATION OBLIGATIONS OF CLIENT UNDER SECTION 17 HEREOF (INDEMNIFICATION):

NO PARTY OR ANY RELATED PERSON THEREOF SHALL BE LIABLE FOR (i) ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES OR FINES, OR (ii) FOR ANY DAMAGES FOR LOSS OF PROFITS, REVENUE, OPPORTUNITY, GOODWILL, DATA OR USE, INCURRED BY ANY OTHER PARTY OR ITS RELATED PARTY OR ANY THIRD PARTY, FROM ANY CAUSE OF ACTION OR THEORY OF LIABILITY OF ANY KIND, INCLUDING TORT, CONTRACT, NEGLIGENCE, STRICT LIABILITY OR BREACH OF WARRANTY, OR BREACH OR VIOLATION OF ANY STATUTE OR REGULATION, WHETHER OR NOT ANY PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES; AND
IN NO EVENT SHALL AGGREGATE LIABILITY OF PUSH TECHNOLOGIES OR ANY RELATED PERSON THEREOF FOR DIRECT DAMAGES EXCEED THE AMOUNTS ACTUALLY PAID BY AND/OR DUE FROM CLIENT IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM.
TO THE EXTENT SPECIFICALLY REQUIRED BY APPLICABLE LAW IN THE RELEVANT JURISDICTION, NOTHING IN THIS AGREEMENT SHALL EXCLUDE OR LIMIT THE LIABILITY OF EITHER PARTY FOR (i) DEATH OR PERSONAL INJURY CAUSED BY ITS NEGLIGENCE, (ii) FRAUD, OR (iii) ANY OTHER LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED BY APPLICABLE LAW.
THE FOREGOING LIMITATION OF LIABILITIES SHALL BE APPLICABLE NOTWITHSTANDING THE FAILURE OF ANY REMEDY OF ITS ESSENTIAL PURPOSE.

SECURITY AND CONTROLS
1. Business Continuity; Disaster Recovery. Push Technologies maintains a commercially reasonable business continuity and disaster recovery plan and will follow such plan.
2. Data Security. Push Technologies has an established information security program containing appropriate administrative, technical and physical measures to protect Client’s data (including any Personal Information therein) against accidental or unlawful destruction, alteration, unauthorized disclosure or access consistent with applicable laws and data processing industry standards. See Exhibit E, Data Processing Terms, for more information. For purposes of this Agreement, "Personal Information" means information relating to an identified or identifiable natural person. An identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identification number or to one or more factors specific to such person’s physical, physiological, mental, economic, cultural or social identity. In the event Push Technologies suspects any unauthorized access to, or use of, the Services, Push Technologies may suspend access to the Services to the extent Push Technologies deems necessary to preserve the security of Client’s data.
3. Data Security Incident Notification. If Push Technologies becomes aware of a security breach (as defined in any applicable law) or any other event that compromises the security, confidentiality or integrity of Client’s Personal Information (an "Incident"), Push Technologies will take appropriate actions to contain, investigate and mitigate the Incident. In the event that applicable law requires notification to individuals and others of such an Incident, Push Technologies will take additional mitigation steps including providing assistance with the drafting and mailing of such notifications. Push Technologies and Client shall mutually agree on the content and timing of any such notification, in good faith and as needed to meet applicable legal requirements.
GENERAL PROVISIONS
1. Independent Contractor Status. Neither Party hereto is or shall be construed to be a partner, joint venturer, employee, agent, representative, franchisor or franchisee, or participant of or with the other Party for any purpose whatsoever. Any references to "partners" or similar terms in any communications to or from a Party is for colloquial business or promotional purposes only and shall not constitute the parties as partners or in a partnership for any legal purposes. Neither Party further shall have any right or authority whatsoever, except as expressly stated in this Agreement, to assume or to create an obligation or responsibility, express or implied, on behalf of or in the name of the other Party, or to bind the other Party in any capacity.
2. Related Persons. Each of the parties shall be responsible for and ensure the full compliance by its Related Persons with applicable terms and restrictions of this Agreement including each Sales Order at all times, and shall be directly and primarily liable for any breach or other act or omission of any such Related Person in such capacity.
3. Force Majeure. Neither Party shall be liable for any failure or delay of performance or other consequence due to any event or cause beyond the affected Party’s reasonable control and power to avoid or remedy, including severe weather or other act of God, fire, flood, drought, earthquake, explosions, pandemic or epidemic, act of government, war, civil disturbance, terrorism, strike or labor dispute, scarcity of supplies or utilities or disruption or unavailability of transportation ("Force Majeure"). The affected Party shall give notice to the other Party as soon as possible after determining that an event of Force Majeure has occurred and specifying those covenants or condition such Party will be unable to perform, and exercise reasonable efforts to resolve such causes and resume performance as soon as possible. If such Force Majeure event(s) continue for more than ninety (90) calendar days in the aggregate during any 12-month period, the unaffected Party may terminate this Agreement and/or any affected Sales Orders in whole or in part, in its sole discretion by written notice to the affected Party in addition to its other rights hereunder. Notwithstanding the foregoing, (i) any event of Force Majeure shall not relieve any payment or indemnification obligations of a Party, and (ii) a Party shall not be entitled to invoke this Section 20.3 if the inability to perform in connection with the Force Majeure resulted in any substantial part by the failure to observe or perform any of the covenants or obligations herein imposed upon such Party, or other failure to act in a reasonable and prudent manner under the circumstances, or any failure to remedy the condition with reasonable diligence, or knowing or negligent breach by such Party of this Agreement or any Sales Order or any applicable laws, agreements or contracts.
4. Notice. All notices, demands and other communications pursuant to this Agreement ("notice") shall be in writing to the respective addresses set forth in Section 22 hereof in the case of Push Technologies or as specified in a Sales Order or to such other address that either Party may designate in writing to the other Party in connection with the entering into this Agreement or by subsequent written notice to the other Party in accordance with this Section. Notice shall be effective on the date sent by fax or e-mail or delivered personally, or three (3) days after the date of deposit with the Canada Postal Service or United States Postal Service, certified mail, return receipt requested. No other forms of notice shall be effective. All notices shall be in the English language.
5. Assignment. Client directly or indirectly may not assign, transfer, sublicense, or delegate this Agreement, including any Sales Order, or any of its rights or obligations hereunder or thereunder, in whole or in part (and whether by merger, consolidation, acquisition, reorganization, sale of assets or equity, any other transaction, or by operation of law), without the prior written consent of Push Technologies, which may be given or withheld in its sole and absolute discretion and for any reason or no reason. Any purported assignment or transfer or sublicense or delegation in violation of this Section or any other provision of this Agreement is null and void. Push Technologies may assign, transfer, sublicense, or delegate this Agreement or any of its rights or obligations hereunder in its sole and unilateral discretion at any time. No assignment, transfer, sublicense, or delegation relieves either Party of any of its obligations under this Agreement for any period prior to such transaction. Subject to the foregoing, all of the respective rights and obligations of this Agreement including the Sales Orders shall inure to the benefit of and shall be binding upon the parties hereto and their respective permitted successors and assigns.
6. Severability. If any provision of this Agreement or any Sales Order, or the application thereof to any person, place, or circumstance, shall be held by a court or arbitrator of competent jurisdiction to be invalid, unenforceable or void, the remainder of this Agreement or such Sales Order and such provision as applied to other persons, places and circumstances shall remain in full force and effect. In such event, the parties further agree to amend and replace any invalid or unenforceable or void provision with a valid and legal and enforceable provision, which most closely approximates the intent and economic effect of the invalid or unenforceable or void provision.
7. No Third-Party Beneficiaries; No Affiliate Use. Except as otherwise expressly stated in this Agreement, Push Technologies and Client intend that this Agreement will not benefit or create any right or cause of action in or on behalf of any person or entity other than the parties, other than in the case of the indemnification or limitation of liabilities of Related Parties. In addition, Client’s affiliates are not entitled to use the Site or Services under this Agreement and all affiliates must execute its own separate agreement with Push Technologies.
8. Consent to Call Recording. By engaging in any communication with Push Technologies, including but not limited to telephone conversations (whether by landline, cell, VOIP, internet, or any other mode or format of such communication), Client acknowledges and agrees that such communications may be recorded for quality assurance, consistent with provision of services, training, and compliance purposes. Client on its own behalf and on behalf of its Related Persons hereby consents to such recording and understand that these recordings may be used by Push Technologies to ensure the accuracy of information provided, improve customer service, and meet legal and regulatory requirements. In this connection:

Notification of Recording: Push Technologies will notify Client or its Related Person at the beginning of any call that the conversation may be recorded, which may be satisfied by (without limitation) an audible beep, tone or other audible notification at beginning of call. Continued participation in the call constitutes your consent to such recording. If Client does not consent to the recording, Client or its Related Person should immediately notify the representative and terminate the call.
Purpose and Use of Recordings: Recorded calls may be used for various purposes including but not limited to monitoring and improving service quality, verifying information, resolving disputes, and complying with legal obligations. Recordings will be stored securely and accessed only by authorized personnel.
Data Protection and Privacy: Push Technologies is committed to protecting your privacy. All recorded calls will be handled in accordance with applicable data protection laws and Push Technologies' Privacy Policy. Recordings will be stored securely and will be retained only for as long as necessary to fulfill the purposes outlined in this clause or as required by law.
Client Rights: Client has the right to access recordings of its communications with Push Technologies upon request, subject to applicable laws and regulations. If Client wishes to exercise this right or has any concerns about the use of call recordings, please contact Push Technologies at info@pushoperations.com (or such other email address as may be provided by Push Technologies in writing from time to time).
Client Obligation: Client shall be responsible for ensuring its own employees, contractors, and personnel, as well as its Related Persons, understand and agree to this consent, and any claim resulting from or arising out of call recordings shall fall within the indemnification provisions set forth in Section 17 of this Agreement.
Amendments to this Clause: Without limiting and in addition to its other rights hereunder, Push Technologies reserves the right to amend this recording clause at any time. Any changes will be communicated to Client through appropriate means, and continued use of Push Technologies' services following such notice will constitute Client's acceptance of the amended terms. By proceeding with any communication with Push Technologies, Client or its Related Person on behalf of Client acknowledges that it or they have read, understood, and agree to the terms outlined in this Consent to Call Recording Clause.

Set-Off. If this Agreement is terminated for any reason and at the time of such termination Client has outstanding service fees or other amounts of any kind owing to Push Technologies for any services of any kind (including due to an non-sufficient funds on a defaulted payroll or otherwise), Push Technologies shall be entitled to unilaterally apply any funds held on Client’s behalf in the account described in the applicable Sales Order(s) to settle such outstanding fees.
Legal Fees and Costs. Subject to Section 20.15 (Arbitration), in the event of any dispute arising out of or relating to the subject matter of this Agreement or the dealings of the parties, the prevailing Party shall recover, in addition to any other damages assessed, its reasonable legal fees and costs and expenses incurred in litigating, arbitrating, or otherwise settling or resolving such dispute whether or not an action is brought or prosecuted to judgment.
Modification and Waiver. No modification of this Agreement or any Sales Order is effective unless made (i) in accordance with the terms of Section 2 of this Agreement (Changes to Agreement), or (ii) in a writing signed by both parties. No waiver of any breach of this Agreement or any Sales Order, and no course of dealing between the parties, will be construed as a waiver of any subsequent breach of this Agreement or any Sales Order.
Entire Agreement. This Agreement, including any and all exhibits, attachments, and appendices, and including all then applicable Sales Orders and Additional Service Terms, constitutes the entire integrated understanding and agreement between the parties as to all matters contained herein, and supersedes any and all prior agreements, representations and understandings of the parties.
Execution; Counterparts. This Agreement may be entered into by the parties either (i) in accordance with the terms and conditions of Section 1 of this Agreement or (ii) as executed by the parties in two or more counterparts, which may be transmitted via facsimile or electronically, each of which shall be deemed an original and all of which together shall constitute one instrument.
Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the United States and the State of California, without regard to the choice or conflicts of laws rules of such jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods is specifically excluded from application to this Agreement, including all transactions under this Agreement and the subject matter of this Agreement. Any disputes, actions, claims or causes of action arising out of or in connection with this Agreement or the Services shall be subject to arbitration pursuant to the arbitration clause below, excluding any Intellectual Property Claims as defined herein, which shall be solely subject to litigation in a court of competent jurisdiction wherever located; and provided further that a Party also may seek injunctive or other equitable relief or enforcement of any judgment or award in any court of competent jurisdiction wherever located.
Arbitration. Notwithstanding any contrary provision of this Agreement and except as otherwise set forth in this Section 20.15:

Except as otherwise set forth in Section 20.14 above regarding injunctive or other equitable relief, if either Client or Push Technologies has any dispute, controversy, or claim, whether founded in contract, tort, statutory, or common law, concerning, arising out of, or relating to this Agreement or the Services, including any claim regarding the applicability, interpretation, scope, or validity of this arbitration clause and/or this Agreement (each of the foregoing, a "Legal Claim") that cannot be resolved directly between Client and Push Technologies, the Parties agree to resolve the dispute or controversy through arbitration in San Francisco, California under the Commercial Arbitration Rules of the American Arbitration Association (“AAA”) then in effect, excluding however from arbitration for all purposes any Legal Claim with respect to the ownership, scope, validity, enforceability, or infringement or misappropriation of any Intellectual Property or IP Rights of any Party or its affiliate or licensor, ("Intellectual Property Claims"). However, in the unforeseen event that arbitration sited in San Francisco, California is found to be unenforceable by a court with proper jurisdiction over the parties, then arbitration is still otherwise enforceable and mandatory according to the terms of this provision, but may in that circumstance be sited in any major metropolitan area within the state of the court making that decision (any city with a AAA office shall be deemed to be a major metropolitan area in this event). All proceedings will be in English. The Parties shall be entitled to such discovery as the Parties agree or as otherwise ordered by the arbitrator. The arbitrator may award all forms of relief that would otherwise be available in court, including injunctive relief. The arbitrator shall render a reasoned decision, and the decision of the arbitrator shall be final, conclusive, and binding on the Parties to the arbitration. Judgment may be entered on the arbitrator’s decision in any court having jurisdiction.
BY SIGNING THIS AGREEMENT, EACH PARTY EXPRESSLY AGREES TO HAVE ALL DISPUTES, CLAIMS OR CONTROVERSIES ARISING OUT OF OR RELATING TO THIS AGREEMENT, OTHER THAN AS EXPRESSLY SET FORTH IN SECTION 20.14 HEREOF (GOVERNING LAW), DECIDED BY NEUTRAL ARBITRATION, AND EXPRESSLY WAIVES AND RELINQUISHES (i) ANY RIGHTS THE PARTY MIGHT OTHERWISE POSSESS TO HAVE THOSE MATTERS LITIGATED IN A COURT OR JURY TRIAL, (ii) ANY RIGHT THE PARTY MIGHT OTHERWISE HAVE TO FILE OR PARTICIPATE IN ANY CLASS ACTION RELATING TO THIS AGREEMENT OR THE RELATIONSHIP BETWEEN THE PARTIES; AND (iii) TO JUDICIAL RIGHTS TO DISCOVERY AND APPEAL EXCEPT TO THE EXTENT THAT SUCH RIGHTS ARE SPECIFICALLY PROVIDED FOR UNDER THIS AGREEMENT.
If any Party refuses to submit to arbitration after agreeing to this provision, the Party may be compelled to arbitrate under United States federal law or, if United States federal law does not apply, under California state law. The Federal Arbitration Act shall apply but, in the event that the Federal Arbitration Act does not apply, the Parties agree that the California Arbitration Act shall apply.
Notwithstanding the Parties’ rights in Section 20.14 above (Governing Law) and in this Section 20.15, the Parties acknowledge that, in the event it is appropriate and has some likelihood of success as to a particular matter as a dispute resolution mechanism, mediation may be the preferable means of dispute resolution. In the event of a dispute between the Parties to this Agreement over the interpretation, application or enforcement of this Agreement, the Parties shall first determine whether participation in mediation of that dispute is mutually acceptable and has some likelihood of success. If so, the Parties shall agree upon a mediator to facilitate the Parties’ discussion and resolution of their disputes and, prior to the commencement of the mediation proceedings, the Parties shall enter into a stipulation that information and documentation presented in mediation shall be treated as privileged in any subsequent proceeding under Sections 20.14 or this Section 20.15. Despite the Parties’ agreement to consider mediation in the event of a dispute between them, the Parties retain their rights to institute proceedings as provided above.

Further Assurances and Documentation. Each Party hereto shall, from time to time at and after the date hereof, execute and deliver or cause the execution and delivery of such instruments, documents and assurances and take such further action as the other Party may reasonably request to carry out the purpose and intent of this Agreement, including in connection with any confirmation or assignment of Intellectual Property rights or including any documentation to be filed with any governmental or regulatory authority. Without limiting the foregoing, the parties acknowledge that in order for Push Technologies to perform the Services, it may be necessary for Client to execute and deliver additional documents (such as reporting agent authorization, client account agreement, limited powers of attorney, et cetera) and Client agrees to execute and deliver such additional documents.
Regulatory Notice. No provincial, state, territorial, or federal agency monitors or assumes any responsibility for the financial solvency of third-party tax filers.
Use of Agents. Push Technologies may designate any agent or subcontractor to perform such tasks and functions to complete any Services covered under this Agreement. However, nothing in the preceding sentence shall relieve Push Technologies from responsibility for performance of its duties under the terms of this Agreement.
Rights in Bankruptcy. All rights and licenses granted under or pursuant to this Agreement to Push Technologies are, and will otherwise be deemed to be, for purposes of Section 365(n) of Title 11 of the United States Code and [Sections 32(6) of the Companies' Creditors Arrangement Act (CCAA) and Section 65.11(7) the Bankruptcy and Insolvency Act of Canada respectively (collectively, "Bankruptcy Code"), licenses of rights to "intellectual property" as that term is defined in the Bankruptcy Code. A Party as a licensee of such rights under this Agreement shall retain and may fully exercise all of its rights and elections under the Bankruptcy Code. To the extent the Bankruptcy Code provisions shall not be applicable in a specific jurisdiction notwithstanding the provisions of this Agreement, and in addition to and without limiting the other rights and remedies of the licensee Party set forth in this Agreement, such Party further shall have all rights and remedies as licensees of intellectual property under any applicable bankruptcy or insolvency laws or proceedings in or with respect to such jurisdiction.
Interpretation. The headings of the sections and subsections contained in this Agreement, including any Sales Order, are included for reference purposes only, are solely for the convenience of the parties, and shall not in any manner be deemed to affect the meaning, interpretation or applicability of this Agreement or any Sales Orders or the provisions hereof or thereof. When the context requires, the plural shall include the singular and the singular the plural; and any gender shall include any other gender. All references to "including" or "includes" or any variation thereof shall be deemed to include the terms "without limitation". The words "hereunder", "hereof", "hereto" and words of similar import shall be deemed references to this Agreement or such Order as a whole. The parties hereto have been represented by counsel in the negotiations and preparation of this Agreement and the Sales Orders; therefore, this Agreement including the Sales Orders will be deemed to be drafted by each of the parties hereto, and no rule of construction will be applicable respecting the authorship hereof or thereof.
Electronic Signatures
1. Push Technologies provides an electronic signature service (the "Electronic Signature Service") which allows parties to sign documents electronically. Each time that Client uses the Electronic Signature Service, Client is expressly (i) affirming that Client is able to access and view the document (the "Document") and Client is electronically signing via the Electronic Signature Service; (ii) consenting to conduct business electronically with respect to the transaction contemplated by the Document; and (iii) agreeing to the use of electronic signatures for the Document.
2. While many users prefer the convenience of electronic signatures, using the Electronic Signature Service to electronically sign Documents is optional, and Client can choose to manually sign Documents if Client prefers. If Client would like to manually sign a Document, Client should (i) inform the Party that sent Client the Document of Client’s decision to manually sign such Document; (ii) make sure that Client does not electronically sign the Document via the Electronic Signature Service; and (iii) obtain a physical copy of the Document for Client to sign. Obtaining a physical, non-electronic copy of the Document is Client’s sole responsibility, and Push Technologies has no responsibility or liability with respect to such matter.
3. Push Technologies has no responsibility or liability with respect to the content, validity, or enforceability of any Document, nor is it responsible or liable for any matters or disputes arising from the Documents.
4. Push Technologies makes no representations or warranties regarding the validity or enforceability of electronic documents or electronic signatures. UNDER APPLICABLE STATE, PROVINCIAL, AND FEDERAL LAWS, ELECTRONIC SIGNATURES ARE NOT ENFORCEABLE ON SOME DOCUMENTS. IT IS THE CLIENT’S RESPONSIBILITY TO CONSULT WITH A LAWYER OR AN ATTORNEY TO DETERMINE WHETHER A DOCUMENT WILL BE ENFORCEABLE IF IT IS ELECTRONICALLY SIGNED VIA THE ELECTRONIC SIGNATURE SERVICE.
Electronic Transmission. This Agreement, and any amendments or changes hereto, by whatever means accepted, shall be treated in all manner and respects as an original contract and shall be considered to have the same binding legal effect as if it were an original signed version thereof, delivered in person. Neither Party hereto shall argue that a contract was not formed hereunder based on (i) the use of electronic means to deliver a signature or to indicate acceptance of this Agreement, (ii) the terms and conditions of Sections 1 and 2 hereof, or (iii) the fact that any signature or acceptance of this Agreement was transmitted or communicated through electronic means; and each Party forever waives any related defense.
Privacy Policy. Please refer to Push Technologies’ Privacy Policy for information on how Push Technologies collects, uses, and discloses personally identifiable information from Client. Client acknowledges and understands that Push Technologies may collect, use, and disclose such information pursuant to the terms and conditions of this Agreement as supplemented by the Push Technologies Privacy Policy, as updated from time to time.
Third Party Beneficiaries. Nothing in this Agreement creates or will be deemed to create third party beneficiaries of or under this Agreement, other than any indemnitees solely for purposes of Section 17 hereof (Indemnification). Client agrees that the obligations of Push Technologies under this Agreement are to Client only, and Push Technologies has no obligation to any related or third party, including any of Client’s employees, directors, officers, independent contractors, users, customers, and any administrative authorities, including any Authorized Users.

PUSH TECHNOLOGIES CONTRACTING ENTITY. Depending on where Client is resident or domiciled, the Push Technologies entity entering into this Agreement is as follows:

‍

Push Technologies Entity Entering into this Agreement is

Address

If Client is domiciled in

Push Technologies Corporation

1100W – 11845 W. Olympia Blvd., Los Angeles, CA, USA, 90064

United States and Rest of the World

‍

CONTACT INFORMATION. If Client has any questions about this Agreement or the Services, Client may contact Push Technologies at support@pushoperations.com or at 1-800-449-9756 (or such other email or telephone number as may be provided by Push Technologies in writing from time to time).

EXHIBIT A

TEMPLATE TERMS

Last Updated on April 7, 2025

These Template Terms ("Terms"), together with the terms and conditions of the main Push Technologies US Master Services Agreement (the "Main Agreement") to which this Exhibit A is attached, govern Client’s access and use of the templates ("Templates") that may be made available on or through https://www.pushoperations.com/ or https://www.kayapush.com (collectively, the "Sites" and each, a "Site")(or such other website as may be noticed by Push Technologies in writing from time to time). Capitalized terms used but not otherwise defined in these Terms shall have the meanings ascribed to such terms in the Main Agreement. Client agrees that the Main Agreement and Terms are a legally binding agreement between Client and Push Technologies.

By accessing and using any of the Templates, Client accepts and agrees to be bound by these Terms and the Main Agreement.

(a) The Templates are provided for informational purposes only. Such Templates do not constitute or substitute for legal advice and none of Push Technologies or its Related Persons shall be held liable for any mistakes or inaccuracies that any of the Templates may contain.

(b) Expert legal advice should be sought prior to using any part of the Templates.

(c) TO THE FULLEST EXTENT NOT PROHIBITED BY APPLICABLE LAW AND IN ADDITION TO AND WITHOUT LIMITING THE DISCLAIMERS SET FORTH IN SECTION 16.4 OF THE MAIN AGREEMENT (DISCLAIMERS):

(i) ALL USE OF THE TEMPLATES IS AT CLIENT’S OWN RISK. THE TEMPLATES ARE PROVIDED SOLELY ON AN "AS IS" AND "AS AVAILABLE" BASIS; AND PUSH TECHNOLOGIES MAKES NO CONDITIONS, WARRANTIES OR REPRESENTATIONS ABOUT THE SUITABILITY, RELIABILITY, USABILITY, SECURITY, QUALITY, AVAILABILITY, OR ACCURACY OF ANY OF THE TEMPLATES.

(ii) PUSH TECHNOLOGIES AND EACH OF ITS RELATED PERSONS HEREBY FURTHER DISCLAIMS ANY AND ALL OTHER WARRANTIES, CONDITIONS, AND REPRESENTATIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE WITH RESPECT TO THE TEMPLATES, INCLUDING ANY WARRANTIES, CONDITIONS, OR REPRESENTATIONS (1) RELATED TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, DURABILITY, SATISFACTORY QUALITY, NON-INFRINGEMENT OR TITLE, OR (2) ARISING OUT OF ANY COURSE OF DEALING OR PERFORMANCE OR USAGE OF TRADE.

(d) FOR THE AVOIDANCE OF DOUBT, THE PROVISIONS OF SECTION 18 OF THE MAIN AGREEMENT (LIMITATION OF LIABILITIES) SHALL BE FULLY APPLICABLE TO THIS EXHIBIT A AND ARE INCORPORATED HEREIN BY REFERENCE, WITH ANY REFERENCE IN SUCH SECTION TO THE AGREEMENT TO INCLUDE THIS EXHIBIT A.

(e) TO THE FULLEST EXTENT NOT PROHIBITED BY APPLICABLE LAW AND IN ADDITION TO AND WITHOUT LIMITING SECTION 17(a) OF THE MAIN AGREEMENT (CLIENT INDEMNIFICATION), BY ACCESSING OR USING THE TEMPLATES, CLIENT AGREES TO AND SHALL FULLY INDEMNIFY, DEFEND AND HOLD HARMLESS EACH AND ALL OF PUSH TECHNOLOGIES AND ITS RELATED PERSONS FROM AND AGAINST ANY AND ALL LOSSES RELATING TO OR ARISING FROM OR IN CONNECTION WITH (i) ACCESS TO OR USE, BY CLIENT OR PERMITTED BY CLIENT, OF THE TEMPLATES, OR (ii) ANY OF CLIENT’S ACTS OR OMISSIONS, INCLUDING BREACH OR NON-PERFORMANCE OF THESE TERMS AND ANY VIOLATION OF ANY THIRD PARTY RIGHTS, NOTWITHSTANDING ANY NEGLIGENCE OF PUSH TECHNOLOGIES OR ITS RELATED PERSONS. FOR PURPOSES HEREOF THE FOREGOING SHALL INCLUDE APPLICATION OF SECTION 17.4 (PROCEDURES) AND SECTION 17.5 (NO IMPLIED INDEMNITY).

(f) To the extent there is any conflict between these Terms and the Main Agreement, the provisions of these Terms shall control; provided however that notwithstanding the foregoing, in all events Section 1 (Binding Agreement), Section 2 (Changes to Agreement), Section 3 (Definitions), Section 9.2 (Anonymized Data), Section 9.3 (Feedback), Section 13 (Intellectual Property), Section 14 (Confidentiality), Section 20.15 (Arbitration), and any other relevant provisions of Section 20 (General Provisions) of the Main Agreement (as then amended) shall be applicable to this Exhibit A and shall control over any conflict with the provisions of this Exhibit.

(g) Sections (a) through (g) of this Exhibit shall survive the expiration or termination of the Agreement and remain in full force and effect, provided for the avoidance of doubt that any right of Client to use any of the Templates shall terminate upon the expiration or termination of the Agreement.

EXHIBIT B

PAYROLL AND TAX REPORTING SERVICE TERMS

Last Updated on April 7, 2025

These Payroll and Tax Reporting Service Terms (“Payroll and Tax Reporting Terms”), together with the terms and conditions of the main Push Technologies US Master Services Agreement (the "Main Agreement") to which this Exhibit B is attached, set forth the terms and conditions under which Push Technologies agrees to provide Client certain payroll services and other related services (the “Payroll and Tax Service”), that may be made available on or through any Push Technologies Internet websites, including https://pushoperations.com (collectively, the "Site").

Capitalized terms used but not otherwise defined in these Payroll and Tax Reporting Terms shall have the meanings ascribed to such terms in the Main Agreement. Client agrees that the Main Agreement and Payroll and Tax Reporting Terms are a legally binding agreement between Client and Push Technologies. The Client should thoroughly read these Payroll and Tax Reporting Terms and the Main Agreement carefully and to save a copy of it for its records.

These Payroll and Tax Reporting Terms set forth the terms and conditions pertaining to Client’s operations in the United States of America. By accessing and using any of the Payroll and Tax Service, Client accepts and agrees to be bound by these Terms and the Main Agreement.

I. These Payroll and Tax Reporting Terms Are Part of and Are Governed by the Push Technologies US Master Services Agreement.

The terms and conditions of these Payroll and Tax Reporting Terms are subject to the Main Agreement agreed to in connection with the creation of Client’s Account, including but not limited to all representations, warranties, covenants, disclaimers, limitations on liability, agreements, and indemnities relating to the Services, are set forth in the Main Agreement, which to the extent relevant are incorporated by reference into these Payroll and Tax Reporting Terms. Client acknowledges and agrees that the terms and conditions of the Main Agreement shall remain in full force and effect to the full extent provided therein.

If the terms and conditions of these Payroll and Tax Reporting Terms conflict with the terms and conditions of the Main Agreement, the terms and conditions of these Payroll and Tax Reporting Terms shall control with respect to the provision of the Payroll and Tax Service.

These Payroll and Tax Reporting Terms may be amended or terminated as provided by Sections 2, 4, and 15 of the Main Agreement, of which these terms are a part of.

THE MAIN AGREEMENT CONTAINS IMPORTANT INFORMATION INCLUDING RIGHTS AND OBLIGATIONS RELATED TO LIMITATIONS OF PUSH TECHNOLOGIES’ LIABILITY, PUSH TECHNOLOGIES’ WARRANTY DISCLAIMERS, CLIENT’S INDEMNIFICATION OBLIGATIONS, CLIENT’S DUTY TO MITIGATE DAMAGES, THE LAWS AND CLAIMS GOVERNING THE PAYROLL AGREEMENT, THE PUSH TECHNOLOGIES CONTRACTING ENTITY, AND DISPUTE RESOLUTION PROCEDURES THEREUNDER. CLIENT REPRESENTS AND WARRANTS THAT IT HAS READ AND UNDERSTOOD AND AGREES TO THE TERMS AND CONDITIONS OF THE MAIN AGREEMENT.

II. Payroll and Tax Reporting Services

A. CLIENT’S RESPONSIBILITY FOR PAYROLL INFORMATION/FUNDS:

Client understands that Push Technologies operates a payroll system that automatically generates employee gross pay and tax withholding amounts based exclusively on the payroll information supplied to Push Technologies by Client. Client agrees that it is Client’s responsibility to input correct payroll information for its own employees, to insure that all such information is kept complete, up to date, and in compliance with legal requirements applicable to Client, and to verify the accuracy of all such information on an ongoing basis for each and every pay period. Client agrees that Push Technologies has no obligation to inspect or verify the payroll data supplied by Client.

Client shall deliver to or otherwise provide Push Technologies with accurate and complete payroll and employee information and funds sufficient to cover all required payments under these Payroll and Tax Reporting Terms (including, without limitation, employee wage and salary payments, tax payments, garnishments, and service fees). Funds must be available no later than 12:01 am Eastern Time 4 banking day(s) prior to each scheduled payroll date. If, however, the scheduled payday falls on a Saturday, Sunday, or bank holiday, then such information and funds must be made available no later than 12:01 am Eastern Time 4 banking day(s) prior to such scheduled payday. Client agrees that Push Technologies may debit (via ACH) Client’s account via an ACH processor in order for Push Technologies to make Client’s payroll payments.

If Client fails to deliver accurate and complete payroll information and funds by the deadline set forth above, Push Technologies shall not be obligated to deliver the payroll on the scheduled payday. If Client fails to maintain a sufficient balance in the designated payroll account to cover all required payments then, in addition to all other remedies available at law, Client shall pay Push Technologies insufficient funds fees in accordance with Push Technologies’ price schedule.

Push Technologies may require certain payrolls to be funded by wire transfer or by other means providing immediately available funds if Push Technologies in its sole discretion so notifies Client inwriting (which for purposes of these Payroll and Tax Reporting Terms shall include notice by electronic mail to the Client contact e-mail address provided by Client at initial set-up). Push Technologies may terminate these Payroll and Tax Reporting Terms if Client repeatedly fails to deposit and maintain sufficient funds in the designated payroll account to allow Push Technologies to make all required payments.

B. SERVICE FEE:

Client shall pay Push Technologies a service fee for the payroll services to which Client has subscribed on the Sales Order in accordance with Push Technologies’ price quote. Push Technologies may adjust the pricing of its services in accordance with its pricing schedule as may be in effect from time to time, and Push Technologies may change both its ongoing service fees as well as specific one-time charges (such as set-up fees or Non-Sufficient Funds (“NSF” charges) to be charged to Client upon written notice to Client. Client understands and agrees that quarterly and/or annual payroll reports to be provided to Client may be withheld by Push Technologies if Client has not paid such service fees as may have been due at the close of the calendar period.

C. PAYMENT:

Unless otherwise agreed to in writing by Push Technologies, Client shall pay its fees for all Push Technologies services through an ACH transaction. Client agrees that the funds representing the total amount due for all applicable Push Technologies billings must be on deposit in Client’s designated bank account in collectible form and in sufficient amount on the day the Push Technologies ACH charge is initiated. If sufficient funds are not available upon presentation of Push Technologies’ ACH charge to Client’s bank account, Push Technologies may take such further action, as it deems appropriate and consistent with the Main Agreement or this section or any other agreement with Client. ACH or other payments not received by the date due will be subject to the NSF Fees outlined in these Payroll and Tax Reporting Terms

D. FORMS:

Client shall execute and deliver to Push Technologies all forms required to process Client’s payroll, and, if applicable, make all required tax payments and file all applicable state and federal tax forms, including, but not limited to, the tax forms identified on the Onboarding Package.

E. CLIENT’S ACTS/INDEMNITY:

Push Technologies shall not be responsible for Client’s acts or omissions (including, without limitation, the amount, accuracy, timeliness of transmittal, or authorization of any entry received from Client). Client shall indemnify Push Technologies, pursuant to Section 17 of the Main Agreement, against any loss, liability, damages, costs or expenses (including attorneys’ fees and costs) resulting from or arising out of Client’s performance or failure to perform its obligations under the Main Agreement or these Payroll and Tax Reporting Terms, including but not limited to, the execution of instructions in good faith and in compliance with security procedures set forth below. Client, and not Push Technologies, shall be responsible for Client’s compliance with legal and regulatory requirements for payroll and tax reporting with respect to Client’s employees.

F. PASSWORD/TELEPHONIC INSTRUCTIONS:

Push Technologies will assign a user identification number to all remote access and Internet users. Client is responsible for setting up their password. Each time Client accesses the service, Client will be required to enter the necessary password. Push Technologies has no obligation to verify any transaction request it receives from remote or Internet users that enter the correct user identification number and password. All payroll service transactions initiated by persons entering the correct user identification number and password are deemed to be fully authorized by Client.

If a password is lost or stolen, or disclosed to or discovered by an unauthorized individual, Client must notify Push Technologies immediately. Failure to notify Push Technologies promptly could result in loss of funds and unauthorized access to confidential information concerning Client and its employees. Client may contact Push Technologies at 1 (800) 449-9756 to report a lost, stolen or unauthorized disclosure of its user identification number or password. Push Technologies reserves the right to prevent access to the payroll service if Push Technologies has reason to believe the confidentiality of passwords has been compromised. Client understands that Push Technologies has implemented the password security procedures for the purpose of verifying the authenticity of the payment instructions transmitted to Push Technologies, and not for the purpose of detecting errors in such instructions. Client agrees that such procedures constitute a commercially reasonable method of providing security against unauthorized instructions. Client agrees to be bound by any instruction received and verified by Push Technologies in accordance with such security procedures. Client may communicate with Push Technologies by telephone about the payroll service. Push Technologies may assign a telephone code word to be used by Client’s authorized representatives information or other instructions communicated to Push Technologies by an authorized Client representative using the authorization code word will be deemed to have been fully authorized by Client.

Push Technologies may, in its sole discretion, refuse to accept or act upon any telephonic instructions if Push Technologies has reason to believe the confidentiality of the code word has been compromised. At Client’s request, Push Technologies will make a reasonable effort to reverse an unauthorized entry, but shall not be responsible for the failure of any other person or entity to honor Client’s request. Client agrees to reimburse Push Technologies for any expenses incurred in attempting to honor such requests.

G. TRANSITION/INFORMATION.

No later than ten (10) business days prior to the initial scheduled pay day, Client shall deliver to Push Technologies all completed and executed documents Push Technologies requires to provide payroll (and other) services, as well as any additional information requested by Push Technologies. Subsequent to the initial payroll processing, Client will complete and execute any renewals, amendments or replacements of documents which Push Technologies deems necessary.

H. NON-SUFFICIENT FUNDS (NSF).

Push Technologies agrees to provide Client with all documentation and invoices necessary to correctly fund Client impound bank account. Should the bank account on file not be properly funded, upon notification, Client agrees to send funds via domestic wire funds by 3:00 pm Eastern Time. This wire will include all debit items returned plus fees set forth below for all ACH transactions outlined in these Terms according to wire instructions which will be made available to Client via email to the email address indicated above prior to 12:00 pm Eastern Time. Push Technologies NSF fees include the following charges: $70.00 per transaction item returned; $50.00 processing fee per item returned; 1.75% interest loan fee up to $10,000 of returned items or 1.25% for items greater than $10,000; $75.00 late fee per item per day if wire is not received by 3:00 pm Eastern Time on the date of notification.

III. Tax Services

A. NATURE OF SERVICE:

Push Technologies agrees that, upon the Effective Date of these Payroll and Tax Reporting Terms, and for as long as these Payroll and Tax Reporting Terms are in effect and Client is using Push Technologies for the processing of its payroll, Push Technologies will:

Initiate the payment of taxes from the Client’s bank account and deposit with an appropriate authorized depository on or before the applicable statutory deadlines (made known to Push Technologies by client), the required Federal, State, Territorial and/or local payroll tax withholding and employer obligations, and;
Prepare and file all required Federal, State, Territorial and/or local payroll tax returns, forms and reports.

B. LIMITATIONS:

In addition to the other limitations contained in the Main Agreement or these Payroll and Tax Reporting Terms, Push Technologies shall not be liable for tax deficiencies, interest charges and/or penalty assessments associated with any payroll tax payment or the failure to timely file or make any required payroll tax payment unless such deficiencies, interest charges and/or penalty assessments result from the negligence or willful misconduct of Push Technologies. Push Technologies shall not be liable for failure to make or timely make payroll tax deposits or filings if Client has not provided Push Technologies with adequate and necessary payroll, tax (i.e. account numbers, rates, etc.) and employee information or if Client fails to provide Push Technologies, or to maintain in its designated payroll and/or tax account, sufficient funds to cover such payroll and/or payroll tax obligations.

C. CLIENT’S RESPONSIBILITY FOR INFORMATION:

Client acknowledges that Push Technologies’ tax service automatically generates Federal, State, Territorial and/or local tax withholding and other employer and employee tax deposits and returns which ultimately rely on data supplied to Push Technologies by Client. Client acknowledges that Push Technologies will rely on the payroll data supplied to it by Client as it automatically completes and submits filings to government agencies or other third parties. In addition, Client acknowledges that it is responsible for providing Push Technologies with a list of all tax jurisdictions and filing/payment frequencies which must be provided 15 days before the first payment is due to be performed by Push Technologies. Push Technologies will rely on such tax information provided by Client to make such payments in a timely manner and any penalties resulting from Push Technologies reliance on such tax information provided by Client will be Client’s responsibility.

Client further agrees to immediately provide Push Technologies with copies of any notices or correspondence (including coupon booklets, quarterly and annual tax returns, etc.) received from any Federal, State, Territorial and/or local tax authority with respect to tax returns or deposits made by/with Push Technologies. Client acknowledges that Client is responsible for registration for all tax jurisdictions in which Push Technologies is responsible for filing or preparing tax documents or payments on Client’s behalf.

Failure to register will carry a $50.00 penalty per quarter for each filing made on behalf of client for each jurisdiction not registered. Client shall maintain sufficient funds in its designated payroll account (and payroll tax account, if a separate account) necessary for Push Technologies to perform the services provided hereunder, including without limitation for the purposes of funding tax payments or deposits, amounts for interest, tax penalties or assessments not resulting from any mistake or negligence on the part of Push Technologies, as well as the service fees due Push Technologies for providing its tax services. Client shall further insure that sufficient funds are maintained in its designated payroll account (and payroll tax account, if a separate account) in accordance with a time table which Push Technologies shall in its reasonable discretion establish, not to exceed four (4) business days prior to the check date.

D. TAX ACCOUNT:

Client agrees that Push Technologies may initiate a transfer from the Client’s bank to the related governmental authorities for payment of taxes. In order to ensure timely and accurate tax payments, Client shall deposit funds sufficient to cover Client’s payroll tax deposits by 12:01 am Eastern Time four (4) banking day(s) before the check date. If the Bank, upon Client’s instructions or otherwise, refuses to honor Depository Transfer or Pre-Authorized Debit, Push Technologies is not responsible for penalties or interest relating to the dishonored payment. The Client is then responsible for paying the related tax withholdings to the respective tax authority pertaining to the dishonored payment.

Furthermore, in such case, and without limiting the general rights and remedies of Push Technologies under the Main Agreement or hereunder, Push Technologies reserves the right to terminate these Payroll and Tax Reporting Terms or the Main Agreement immediately without written notice. Should Push Technologies terminate these Payroll and Tax Reporting Terms or the Main Agreement because of a dishonored payment, or otherwise, Push Technologies shall not be responsible for making the then due or any future payroll tax deposits or filings, and shall have no liability whatsoever with respect thereto. If the Main Agreement or these Payroll and Tax Reporting Terms are terminated for any reason before the last payment/check date of a quarter, Client will be responsible for all quarter-end filings and year-end filings. If Client ceases business operations or becomes insolvent, as defined in Section 15.2 (b) and (c), all year-end filings and final notices to taxing authorities are the responsibilities of Client.

E. SERVICE FEE:

Client shall pay Push Technologies a service fee for the tax services described above in accordance with Push Technologies’ price quote. Push Technologies may adjust the pricing of its services in accordance with its pricing schedule as may be in effect from time to time in accordance with the terms of the Push Technologies Terms.

Upon termination, Push Technologies shall have no further responsibilities or obligations hereunder (except for quarterly or annual tax reports, returns and/or payments if the termination date was at the end of a quarterly or annual reporting period) and Client is required to pay all outstanding service fees.

F. AUTHORIZATION TO RECEIVE INFORMATION:

Client hereby will send all Federal, State, Territorial, and/or local tax payroll related tax forms, documents and other correspondence pertaining to the Client to Push Technologies. Client shall execute and file all Federal, State, Territorial, and/or local forms, consents and agreements necessary to effectively grant to Push Technologies full authorization to deposit and pay payroll tax items, to prepare, sign, and file payroll tax returns and reports and to represent, receive and submit records on behalf of Client before Federal, State, Territorial and/or local tax offices or agencies with respect to payroll taxes.

G. FOLLOWING TERMINATION:

Following termination, Client shall be responsible for filing its own employment tax returns, and Push Technologies shall have no responsibility for such returns, filings, taxes or related reports whatsoever.

H. TRANSITION/TAX DEPOSITS/RETURNS.

Push Technologies shall not be responsible for initiating payroll tax deposits based on payrolls not processed by Push Technologies. Promptly after execution of these Payroll and Tax Reporting Terms, Client shall take all steps that are necessary or required to ensure that all Federal, State, Territorial, and local payroll tax deposits due for all payrolls prior to Push Technologies first scheduled check date have been made and all applicable Federal, State, Territorial and/or local payroll tax reports due for all payrolls prior to Push Technologies’ first scheduled check date have been filed. Client shall provide Push Technologies with any and all payroll and payroll tax information for payrolls prior to Push Technologies’ first scheduled check date as may be necessary for Push Technologies to properly prepare and file applicable Federal, State, Territorial, and local payroll tax reports subsequent to the transition of Client’s payroll service to Push Technologies.

I. FORMS:

Client shall execute and deliver to Push Technologies all tax forms required to report and submit Federal, State, Territorial, and local payroll taxes on behalf of the Client.

IV. Employee Direct Deposit

A. AUTHORIZATION:

Client hereby requests and authorizes Push Technologies to implement, on Client’s behalf, direct deposit payroll which will enable Client’s employees’ pay to be automatically deposited in the employee’s designated bank account, or credited to a Push Technologies payroll debit card, without Client having to sign or distribute a physical check and without the employee having to go to the bank to deposit the check.

B. ACCURACY OF INFORMATION:

Client understands that it is responsible for providing to Push Technologies in timely fashion accurate payroll information necessary for Push Technologies to transmit direct deposit information containing ACH transactions to its designated ACH processor. Client agrees to review and audit its payroll information to verify employee deposit amounts. Client further agrees that, in addition to depositing and maintaining sufficient funds in its payroll account in accordance with the deadline set forth above, Client shall provide immediately available funds through wire transfer as directed by Push Technologies when payments have been initiated to employees and the Client’s bank account has NSF.

C. CORRECTION OF ERRORS:

Client authorizes the correction of errors, subject to NACHA Rules and Standards (for Clients domiciled in the United States) and the requirements and time limits of Push Technologies’ ACH processor and the ACH system. In the event of an error, Client must notify Push Technologies by telephone within two days of the date on which the payroll input information was provided to Push Technologies, and confirm this notice by written e-mail or by prepaid First Class Mail within 24 hours thereafter. After receipt of such timely notice, Push Technologies agrees to re-transmit the corrected direct deposit information. Client understands and agrees that Client is responsible for its own payroll, and that Push Technologies, as Client’s payroll processor in accordance with the Client’s own instructions, will not be responsible or liable for actual deposit amounts or for interest, expenses or additional claimed damages of any kind.

D. INSUFFICIENT FUNDS:

If, during the course of providing direct deposit services to Client, Push Technologies notifies Client that an electronic debit of Client’s account has been returned to Push Technologies’ ACH processor by reason of insufficient funds in Client’s account (NSF), Client hereby agrees to wire funds to cover the NSF by 3:00 pm Eastern Time on notification date in accordance with wire transfer instructions supplied by its payroll specialist or other Push Technologies representative. In the event such NSF is not cured by the Client upon one (1) day written (including electronic mail) notice, Client agrees to (and hereby does) grant Push Technologies (and any subrogate of Push Technologies) a security interest in Client’s tangible and intangible personal property (including receivables), which Push Technologies may file and record. Provided, however, that the foregoing security interest shall not apply to those assets and receivables which are held in trust for or on behalf of Client’s own clients or other third parties, or which contain confidential or privileged information, or which contain other information the disclosure of which would be a violation of Client’s policies or any applicable law restricting such disclosure to third parties. To qualify for direct deposit services, Client authorizes Push Technologies to run a routine credit check and, in some cases, to obtain a simple bank reference at client’s expense prior to or after initiation of service.

In the event that an electronic debit of the Client’s account has been returned to Push Technologies’ ACH processor by reason of insufficient funds in the Client’s account (NSF), Push at its discretion may require the client to have funds available for processing seven (7) business days prior to the check date for future processing.

E. DIRECT DEPOSIT AUTHORIZATION:

Client shall obtain and deliver to Push Technologies a signed copy of an employee direct deposit authorization form to be provided by Push Technologies for both debit and credit transactions with respect to each employee that has requested direct deposit into his account. Client shall be solely responsible for ensuring that all account information for such employee remains current and correct and, in the event employee changes banks or accounts, Client shall deliver an updated authorization form for such employee to Push Technologies.

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EXHIBIT C

TIME AND ATTENDANCE SERVICE TERMS

Last Updated on April 7, 2025

These Time and Attendance Service Terms (“Time and Attendance Terms”), together with the terms and conditions of the main Push Technologies US Master Services Agreement (the "Main Agreement") to which this Exhibit C is attached, set forth the terms and conditions under which Push Technologies agrees to provide to Client certain time tracking and scheduling and other related services (the “Time and Attendance Service”), that may be made available on or through any Push Technologies Internet websites, including https://pushoperations.com (collectively, the "Site").

Capitalized terms used but not otherwise defined in these Time and Attendance Terms shall have the meanings ascribed to such terms in the Main Agreement. The Time and Attendance Terms and Main Agreement are a legally binding agreement between Client and Push Technologies. Client should thoroughly read these Time and Attendance Terms and the Main Agreement carefully and to save a copy of it for its records.

These Time and Attendance Terms set forth the terms and conditions pertaining to Client’s operations in the United States of America. By accessing and using any of the Time and Attendance Service, Client accepts and agrees to be bound by these Time and Attendance Terms and the Main Agreement.

I. These Time and Attendance Terms Are Part of and Are Governed by the Push Technologies US Master Services Agreement

The terms and conditions of these Time and Attendance Terms are subject to the Main Agreement agreed to in connection with the creation of Client’s Account, including but not limited to all representations, warranties, covenants, disclaimers, limitations on liability, agreements, and indemnities relating to the Services, are set forth in the Main Agreement, which to the extent relevant are incorporated by reference into these Time and Attendance Terms. Client acknowledges and agrees that the terms and conditions of the Main Agreement shall remain in full force and effect to the full extent provided therein.

If the terms and conditions of these Time and Attendance Terms conflict with the terms and conditions of the Main Agreement, the terms and conditions of these Time and Attendance Terms shall control with respect to the provision of the Time and Attendance Services.

These Time and Attendance Terms may be amended or terminated by Sections 2, 4, and 15 of the Main Agreement, of which these terms are a part of.

THE MAIN AGREEMENT CONTAINS IMPORTANT INFORMATION INCLUDING RIGHTS AND OBLIGATIONS RELATED TO LIMITATIONS OF PUSH TECHNOLOGIES’ LIABILITY, PUSH TECHNOLOGIES’ WARRANTY DISCLAIMERS, CLIENT’S INDEMNIFICATION OBLIGATIONS, CLIENT’S DUTY TO MITIGATE DAMAGES, THE LAWS AND CLAIMS GOVERNING THE TIME AND ATTENDANCE AGREEMENT, THE PUSH TECHNOLOGIES CONTRACTING ENTITY, AND DISPUTE RESOLUTION PROCEDURES THEREUNDER. CLIENT REPRESENTS AND WARRANTS THAT IT HAS READ AND UNDERSTOOD AND AGREES TO THE TERMS AND CONDITIONS OF THE MAIN AGREEMENT.

II. Time and Attendance Services

A. CLIENT’S RESPONSIBILITY FOR TIME AND ATTENDANCE INFORMATION:

Client understands that Push Technologies operates a time tracking and attendance system that automatically generates employee time tracking and scheduling based exclusively on the information supplied to Push Technologies by Client. Client agrees that it is Client’s responsibility to input correct time tracking and scheduling information for its own employees, to insure that all such information is accurate and in compliance with legal requirements applicable to Client, and to verify the accuracy of all such information on an ongoing basis for each and every workweek. Client agrees that Push Technologies has no obligation to inspect or verify the time tracking and scheduling data supplied by Client.

Client, and not Push Technologies, shall be responsible for all aspects of Client’s time tracking and scheduling, including, without limitation, employee schedules, changes in those schedules, employees clocking in and out on a timely basis and as legally required, and manager approval of employee hours and attendance.

B. SERVICE FEE:

Client shall pay Push Technologies a service fee for the time and attendance services to which Client has subscribed on the Sales Order in accordance with Push Technologies’ price quote. Push Technologies may adjust the pricing of its services in accordance with its pricing schedule as may be in effect from time to time, and Push Technologies may change both its ongoing service fees as well as specific one-time charges (such as set-up fees or Non-Sufficient Funds (“NSF” charges) to be charged to Client upon written notice to Client. Client understands and agrees that time tracking and scheduling services may be ceased by Push Technologies if Client has not paid such service fees on a timely basis as due.

C. PAYMENT:

Unless otherwise agreed to in writing by Push Technologies, Client shall pay its fees for all Push Technologies services through an ACH transaction. Client agrees that the funds representing the total amount due for all applicable Push Technologies billings must be on deposit in Client’s designated bank account in collectible form and in sufficient amount on the day the Push Technologies ACH charge is initiated. If sufficient funds are not available upon presentation of Push Technologies’ ACH charge to Client’s bank account, Push Technologies may take such further action, as it deems appropriate and consistent with this or any other agreement with Client. ACH or other payments not received by the date due will be subject to the NSF Fees outlined in this agreement.

D. FORMS:

Client shall execute and deliver to Push Technologies all forms required to for the provision of Push Technologies’ services under these Time and Attendance Terms.

E. CLIENT’S ACTS/INDEMNITY:

Push Technologies shall not be responsible for Client’s acts or omissions (including, without limitation, the amount, accuracy, timeliness of transmittal, or authorization of any entry received from Client). Client shall indemnify Push Technologies, pursuant to Section 17 of the Main Agreement, against any loss, liability, damages, costs or expenses (including attorneys’ fees and costs) resulting from or arising out of Client’s performance or failure to perform its obligations under the Main Agreement or these Time and Attendance Terms, including but not limited to, the execution of instructions in good faith and in compliance with security procedures set forth below. Client, and not Push Technologies, shall be responsible for Client’s compliance with legal and regulatory requirements for time and attendance with respect to Client’s employees.

F. PASSWORD/TELEPHONIC INSTRUCTIONS:

Push Technologies will assign a user identification number to all remote access and Internet users. Client is responsible for setting up their password. Each time Client accesses the service, Client will be required to enter the necessary password. Push Technologies has no obligation to verify any transaction request it receives from remote or Internet users that enter the correct user identification number and password. All time and attendance transactions initiated by persons entering the correct user identification number and password are deemed to be fully authorized by Client.

If a password is lost or stolen, or disclosed to or discovered by an unauthorized individual, Client must notify Push Technologies immediately. Failure to notify Push Technologies promptly could result in unauthorized access to confidential information concerning Client and its employees. Client may contact Push Technologies at 1 (800) 449-9756 to report a lost, stolen or unauthorized disclosure of its user identification number or password. Push Technologies reserves the right to prevent access to the time and attendance service if Push Technologies has reason to believe the confidentiality of passwords has been compromised. Client understands that Push Technologies has implemented the password security procedures for the purpose of verifying the authenticity of the data transmitted to Push Technologies, and not for the purpose of detecting errors in such instructions. Client agrees that such procedures constitute a commercially reasonable method of providing security against unauthorized instructions. Client agrees to be bound by any instruction received and verified by Push Technologies in accordance with such security procedures. Client may communicate with Push Technologies by telephone about the time and attendance service. Push Technologies may assign a telephone code word to be used by Client’s authorized representatives information or other instructions communicated to Push Technologies by an authorized Client representative using the authorization code word will be deemed to have been fully authorized by Client.

G. TRANSITION/INFORMATION.

No later than ten (10) business days prior to the initial time tracking, Client shall deliver to Push Technologies all completed and executed documents Push Technologies requires to provide time and attendance (and other) services, as well as any additional information requested by Push Technologies. Subsequent to the initial time tracking, Client will complete and execute any renewals, amendments or replacements of documents which Push Technologies deems necessary.

‍EXHIBIT D

AFFORDABLE CARE ACT (ACA) TERMS

Last Updated on April 7, 2025

These Affordable Care Act (ACA) Terms (“ACA Terms”), together with the terms and conditions of the main Push Technologies US Master Services Agreement (the "Main Agreement") to which this Exhibit D is attached, set forth the terms and conditions under which Push Technologies agrees to provide to Client certain Affordable Care Act services and other related services (the “ACA Service”), that may be made available on or through any Push Technologies Internet websites, including https://pushoperations.com (collectively, the "Site").

Capitalized terms used but not otherwise defined in these ACA Terms shall have the meanings ascribed to such terms in the Main Agreement. The ACA Terms and Main Agreement are a legally binding agreement between Client and Push Technologies. Client should thoroughly read these ACA Terms and the Main Agreement carefully and to save a copy of it for its records.

These ACA Terms set forth the terms and conditions pertaining to Client’s operations in the United States of America. By accessing and using any of the ACA Service, Client accepts and agrees to be bound by these Terms and the Main Agreement.

I. These Affordable Care Act (ACA) Terms Are Part of and Are Governed by the Push Technologies US Master Services Agreement

The terms and conditions of the ACA Terms and Main Agreement agreed to in connection with the creation of Client Account, as defined in Section 8 of the Main Agreement, including but not limited to all representations, warranties, covenants, disclaimers, limitations on liability, agreements, and indemnities relating to the ACA Services, are incorporated herein by reference. Client acknowledges and agrees that the representations, warranties, covenants, disclaimers, limitations on liability, agreements, and indemnities contained in the ACA Terms shall remain in full force and effect to the full extent provided therein.

If the terms and conditions of these ACA Terms conflict with the terms and conditions of the Main Agreement, the terms and conditions of these ACA Terms shall control with respect to the provision of the ACA Service.

THE MAIN AGREEMENT CONTAINS IMPORTANT INFORMATION REGARDING LIMITATIONS OF PUSH TECHNOLOGIES’ LIABILITY, PUSH TECHNOLOGIES’ WARRANTY DISCLAIMERS, CLIENT’S INDEMNIFICATION OBLIGATIONS, CLIENT’S DUTY TO MITIGATE DAMAGES, THE LAW GOVERNING THE MAIN AGREEMENT AND ACA TERMS, THE PUSH TECHNOLOGIES CONTRACTING ENTITY, AND DISPUTE RESOLUTION PROCEDURES THEREUNDER.

A. DESCRIPTION:

Push Technologies will provide the Push Affordable Care Act (ACA) solution specified in the Sales Order (collectively, the “Push ACA”) to Client in accordance with the terms of this ACA Terms and the Main Agreement. Push ACA is a technology and software solution limited to the following: (a) calculating the average hours worked during an employee’s initial and standard measurement periods for the purposes of determining if the employee is a full time employee based on information provided by the Client (“Client Content”), and providing monthly reports to Client regarding such calculations, (b) tracking the Client’s administrative and stability periods, (c) preparing and electronically filing Forms 1094-C and 1095-C forms based on Client Content, and (d) if applicable, preparing and electronically filing state reporting forms, provided the state filing requirement is based on a Form 1095-C format.
Push ACA does not measure affordability of benefits provided to employees, does not calculate whether the benefits provided meet the minimum requirements of the law, and does not determine whether a Client is an Applicable Large Employer as defined in the ACA and therefore is subject to the ACA’s requirements. Push Technologies provides no services with respect to the Client’s Health Benefits Plan Administration and provides no advice or guidance concerning the Client’s compliance with ACA requirements.
The Client is solely responsible for ensuring its compliance with ACA and all other legal requirements. In the event Client receives any penalty notice or notice of proposed penalty from the Internal Revenue Service (IRS) or any state authority, Client shall notify Push Technologies promptly to the extent the notice relates to any services provided by Push Technologies under this ACA Terms. It is Client’s sole responsibility to timely respond to any such notices; Push Technologies will not respond or communicate with the IRS or state authority on the Client’s behalf, but will cooperate in good faith with the Client to provide information required by the Client to respond to such notice. In no event will Push Technologies be liable for any penalties imposed on the Client by the IRS or any state authority.
Client must also purchase and use the Push Technologies Better and Best Plans, Payroll and HR modules in order to purchase and implement Push ACA. Push ACA will not include any filings for calendar years ending before the Effective Date. All forms filed by Push Technologies with the IRS or any state authority on behalf of Client (“Forms”) will be filed electronically; any Forms sent to Client for its employees by Push Technologies shall be accessible electronically. It will be Client’s responsibility to distribute the Forms directly to its employees. Client shall also be responsible for any applicable notice requirements to its employees.

B. SERVICE FEE:

Client shall pay Push Technologies a service fee for the services to which Client has subscribed on the Sales Order, as defined in Section 4.2 of the Main Agreement, in accordance with Push Technologies’ price quote.

C. DELIVERY OF CLIENT CONTENT:

No later than November 1^st of the year preceding the year in which the preparation and electronic filing of the forms will be provided, Client must confirm to Push Technologies its intent to use the Push ACA solution for such filing year. Client shall promptly deliver to Push Technologies the Client Content specified by Push Technologies as necessary to permit the Push ACA solution to be performed. The Client Content shall be provided to Push Technologies in an electronic file format specified by and accessible to Push Technologies, and provided by the date or dates communicated by Push Technologies from time to time.

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Client assumes the responsibility for the Client Content to be transmitted to Push Technologies, including, but not limited to, its condition, content, format, usability or correctness. Client shall perform all Client Content refinement, purification and reformatting in order for the Push ACA solution to be performed by Push Technologies. With Client’s pre-approval, Push Technologies shall be compensated on a time and expense basis at Push Technologies’ standard rates in effect at such time in the event Push Technologies is required to perform any such refinement, purification or reformatting. Client will cooperate with Push Technologies and provide Push Technologies with all necessary information and assistance required in order for Push Technologies to successfully convert the Client Content. Client understands and agrees that if Client fails to provide the necessary Client Content by the date specified by Push Technologies in the proper format in any given year, Push Technologies cannot ensure that the forms will be completed and filed by the required filing and/or distribution date, and Client will not be eligible for credit of any fees paid. Client is responsible for the accuracy of all Client Content and all information contained in the Forms. Client will review a preview of the Forms prior to filing for accuracy. In the event that a Form 1094-C or 1095-C needs to be refiled due to an inaccuracy in the Client Content, Client will be billed for such refiling.

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D. CLIENT ACA LIAISON:

Prior to the commencement of Push Technologies’ provision of the Push ACA solution, Client shall designate in writing to Push Technologies the name and contact information of one person who shall serve as Push Technologies’ principal designated contact for the Push ACA solution (the “Client ACA Liaison”). Client hereby represents and warrants to Push Technologies that the Client ACA Liaison has, and shall at all times have, the requisite authority to transmit information, directions and instructions on behalf of Client. The Client ACA Liaison also shall be deemed to have authority to issue, execute, grant, or provide any approvals (other than amendments to this ACA Terms), requests, notices, or other communications required or permitted under this ACA Terms or Main Agreement or requested by Push Technologies in connection with the Push ACA solution. Client shall also designate an alternate Client ACA Liaison in the event the principal Client ACA Liaison is not available, and shall immediately notify Push Technologies of any changes to the Client ACA Liaison or alternate.

E. CLIENT INSTRUCTIONS:

In the event Push Technologies shall have any questions relating to a particular set of facts or Client directions, then Push Technologies shall request clarification from the Client ACA Liaison. The Client ACA Liaison shall have the responsibility to obtain answers to any such questions and Push Technologies shall be entitled to rely upon such answers and to follow any directions communicated by the Client ACA Liaison. Client authorizes Push Technologies to release employee-related data to third party vendors of Client as are designated by Client from time to time. Push Technologies shall be under no duty to question the measures taken or directions provided by Client pursuant to any section of this ACA Terms.

G. ADDITIONAL CLIENT RESPONSIBILITIES:

Client must follow Push Technologies’ procedures and recommendations for securing information on the Push Technologies system. Client must ensure that Push Technologies’ recommended password enforcement and complexity requirements be followed. As soon as it is discovered, Client must report any breach of data or third party unauthorized dissemination of protected health information or personally identifiable information to the proper authorities and to Push Technologies. Client represents and warrants that it has in place legally sufficient confidentiality and privacy policies followed by its employees, contractors and representatives. Client shall not permit any other third party access to the Push Technologies platform or systems nor permit any other third party to access or receive data or information from the Push Technologies platform or systems without express written permission from Push Technologies. Client shall not violate any applicable local, state, federal or foreign law, treaty, regulation or convention in connection with its use of the Push Technologies Services. The use of the Push Technologies Services is for Client’s internal business purposes only.

H. CLIENT’S ACTS/INDEMNITY:

Push Technologies shall not be responsible for Client’s acts or omissions (including, without limitation, the amount, accuracy, timeliness of transmittal, or authorization of any entry received from Client). Client shall indemnify Push Technologies, pursuant to Section 17 of the Main Agreement, against any loss, liability, damages, costs or expenses (including attorneys’ fees and costs) resulting from or arising out of Client’s performance or failure to perform its obligations under the ACA Terms, including but not limited to, the execution of instructions in good faith and in compliance with security procedures set forth within the Main Agreement. Client, and not Push Technologies, shall be responsible for Client’s compliance with legal and regulatory requirements for the ACA with respect to Client’s employees.

I. DISCLAIMER:

NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN OR IN THE SCOPE OF SERVICES, CLIENT EXPRESSLY ACKNOWLEDGES THAT PUSH TECHNOLOGIES IS NOT THE “ADMINISTRATOR” OR “PLAN ADMINISTRATOR” OF ANY OF CLIENT’S BENEFITS PLANS, AS THOSE TERMS ARE DEFINED IN SECTION 3(16)(A) OF ERISA AND SECTION 414(g) OF THE INTERNAL REVENUE CODE, RESPECTIVELY, NOR IS PUSH TECHNOLOGIES A “FIDUCIARY” WITHIN THE MEANING OF ERISA SECTION 3(21). PUSH TECHNOLOGIES DOES NOT HAVE AND SHALL NOT EXERCISE ANY DISCRETIONARY AUTHORITY OR DISCRETIONARY CONTROL RESPECTING MANAGEMENT OR ADMINISTRATION OF ANY BENEFITS PLANS SPONSORED OR OFFERED BY CLIENT. PUSH TECHNOLOGIES DOES NOT PROVIDE ANY SERVICES WITH RESPECT TO THE CLIENT’S HEALTH BENEFITS PLANS AND IS NOT RESPONSIBLE FOR THE ENROLLMENT OF ELIGIBLE EMPLOYEES AND THEIR DEPENDENTS IN A HEALTH BENEFITS PLAN, ENSURING HEALTH BENEFIT PLANS MEET MINIMUM COVERAGE, ENSURING HEALTH BENEFIT PLANS ARE AFFORDABLE, OR FOR ANY OTHER RESPONSIBILITIES WITH RESPECT TO A HEALTH BENEFITS PLAN ADMINISTRATOR.

J. IMPLEMENTATION SERVICES:

Push Technologies will assist Client in implementing the Push ACA solution for the benefit of and in conjunction with Client in accordance with the provisions of this ACA Terms. Push Technologies will use commercially reasonable efforts to complete the implementation services in a timely manner.

K. AGENT

Push Technologies may designate any agent to perform tasks and functions related to its Services covered under this Agreement. Client agrees to sign any separate agreements required by such agent, but Push Technologies remains responsible for the performance of any such tasks and functions.

G. TRANSITION/INFORMATION.

No later than ten (10) business days prior to the initiation of services, Client shall deliver to Push Technologies all completed and executed documents Push Technologies requires to provide ACA Service, as well as any additional information requested by Push Technologies. Subsequent to the initiation, Client will complete and execute any renewals, amendments or replacements of documents which Push Technologies deems necessary.

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EXHIBIT E

DATA PROCESSING TERMS

Last Updated on April 7, 2025

These Data Processing Terms (“Data Processing Terms”), together with the terms and conditions of the main Push Technologies US Master Services Agreement (the "Main Agreement") to which this Exhibit E is attached, governs the data processing Client’s information. Push Technologies (“Provider”) and Client are individually referred to as a Party and collectively as the Parties. In the event of a conflict between the Main Agreement and the Data Processing Terms, the more stringent terms shall govern.

Capitalized terms used but not otherwise defined in these Data Processing Terms shall have the meanings ascribed to such terms in the Main Agreement. The Data Processing Terms and Main Agreement are a legally binding agreement between Client and Push Technologies. Client should thoroughly read these Data Processing Terms and the Main Agreement carefully and to save a copy of it for its records.

These Data Processing Terms set forth the terms and conditions pertaining to Client’s operations in the United States of America. By accessing and using any of the Provider’s services, Client accepts and agrees to be bound by these Data Processing Terms and the Main Agreement.

A. DEFINITIONS

A.1 “Applicable Data Protection Law(s)” means all international, federal, state, local, and provincial data privacy and security laws and regulations applicable to the Processing of Personal Information, inclusive of all applicable implementing regulations, as adopted.

A.2 “Client Data” means any Personal Information provided by or on behalf of Client that is processed by Provider or any applicable Sub-Processor for the Services or as otherwise required in connection with the Main Agreement and the Data Processing Terms.

A.3 “Controller” shall have the same meaning as “controller”, “business” or similar terms used under any Applicable Data Protection Laws.

A.4 “Biometric Data” means information about an individual’s physical or biological characteristics that identify that individual and any information derived from those characteristics. “Biometric Data” shall have the same meaning as “biometric information” and “biometric identifiers” or similar terms used under Applicable Data Protection Laws.

A.5 “Personal Information” means any information that identifies, relates to, describes, is reasonably capable of being associated with, or could reasonably be linked, directly or indirectly, with a particular Data Subject. “Personal Information” shall also have the same meaning as “personal information”, “personal data”, or similarly defined terms and phrases under Applicable Data Protection Laws.

A.6 “Process,” “Processed,” or “Processing” means any operation or set of operations that are performed on Personal Information or on sets of Personal Information, automated or manual, including, but not limited to, the collection, recording, organization, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction. “Process”, “Processed”, and “Processing” shall also have the same meaning as those terms are defined under Applicable Data Protection Laws.

A.7 “Processor” shall have the same meaning as “processor”, “service provider”, or “contractor” under any Applicable Data Protection Laws.

A.8 “Sale”, “Sell”, and “Share” shall have the same meaning as “sale”, “sell”, and “share” under any Applicable Data Protection Laws.

B. ROLES OF THE PARTIES

In the course of providing services to Client, Provider may be asked from time to time by Client, or on Client’s behalf, to Process Client Data. Client Data may be provided to Provider from Client, Client’s affiliates or partners, or other third parties on Client’s behalf for the limited and specific purposes set forth in the Main Agreement.

The Parties acknowledge and agree that Client will operate as a Controller for Personal Information provided or made available to Provider under the Main Agreement, and Provider will operate as a Processor, unless otherwise agreed to between the Parties. Client is and will at all relevant times remain duly and effectively authorized to give instructions to Provider concerning the Processing of Client Data pursuant to the Main Agreement. Provider expressly agrees to follow the instructions of Client when Processing Client Data.

C. APPLICABLE DATA PROTECTION LAW COMPLIANCE

Provider agrees to comply with all Applicable Data Protection Laws as it relates to its Processing of Client Data under the Main Agreement. Provider must promptly notify Client of its inability to no longer meet its obligations under Applicable Data Protection Laws.

Client shall have the right to take reasonable and appropriate steps to ensure that Provider and any Sub-Processor is Processing Personal Information consistent with Applicable Data Protection Laws and the Main Agreement. Upon reasonable written notice, Client shall be permitted to take reasonable and appropriate steps to stop and remediate any unauthorized or unlawful Processing of Client Data, including any Personal Information. Provider shall immediately notify Client in the event Provider considers an instruction from Client to infringe upon any Applicable Data Protection Laws.

D. PROCESSING OF PERSONAL INFORMATION

Provider shall only Process Client Data for the purpose of carrying out the services set forth in the Main Agreement and as otherwise permitted under Applicable Data Protection Laws. The subject-matter of the Processing of Client Data, including any applicable Personal Information, is the performance of the services set forth in the Main Agreement. The duration of the Processing is for the term of the Main Agreement. The nature and purpose of the Processing includes performing the services under the Main Agreement.

The Parties agree that any transfer, disclosure, or making available of Client Data by Client to Provider under the Main Agreement and this Data Processing Terms is not intended to be a Sale or Sharing of any Personal Information for cross-context behavioral advertising or targeted advertising. Provider is prohibited from Selling or Sharing Personal Information it receives or has access to under the Main Agreement and this Data Processing Terms. Provider is further prohibited from retaining, using, disclosing, sharing, or otherwise Processing Personal Information it receives from Client for any purpose other than to perform the services and to carry out the purposes set forth in the Main Agreement. Provider is further prohibited from retaining, using, disclosing, or sharing Personal Information beyond the business relationship between Provider and Client.

Provider is prohibited from combining any Client Data it receives or has access to under the Main Agreement with any other Personal Information received from third-party sources, or that is collects directly from individuals unless such combination is required to perform the Services under the Main Agreement or unless otherwise permitted by applicable law.

To the extent Provider Processes Deidentified Data, Provider expressly agrees to comply with all Applicable Data Protection Laws as it relates to maintaining Deidentified Data in accordance with Applicable Data Protection Laws.

E. BIOMETRIC DATA

Client is responsible for developing and complying with their own Biometric Data privacy notice, retention, and destruction policies as may be required by Applicable Data Protection Laws. To learn more about how Provider Processes Biometric Data, please see our Biometric Privacy Policy.

Client is responsible for compliance with applicable law governing any collection, storage, use, and/or transmission of Biometric Data they conduct or facilitate. Client must obtain consent at the point of collection of Biometric Data, including at all timekeeping and/or Provider systems prior to the use of those systems. Such consent must provide Provider with appropriate authorization for the collection, use, and storage of Biometric Data prior to the collection of such data. Client must provide a copy of Provider’s Biometric Privacy Policy at the point of collection to the individual employee who is supplying their Biometric Data.

Client agrees it will: (i) inform their employees in writing that Biometric Data is being collected, stored, and used; (ii) indicate the specific purpose(s) for collecting Biometric Data and length of time for which it is being collected, stored, and used; and (iii) receive a written release from the employee (or their legally authorized representative) authorizing Client, Provider, or Provider’s authorized licensors or vendors to collect, use, store, and transmit Biometric Data.

Client will notify Provider once Provider needs to delete any Biometric Data, or once an employee ceases to utilize Provider’s products and services.

F. CLIENT’S ACTS/INDEMNITY:

Push Technologies shall not be responsible for Client’s acts or omissions (including, without limitation, the amount, accuracy, timeliness of transmittal, or authorization of any entry received from Client). Client shall indemnify Push Technologies, pursuant to Section 17 of the Main Agreement, against any loss, liability, damages, costs or expenses (including attorneys’ fees and costs) resulting from or arising out of Client’s performance or failure to perform its obligations under the Data Processing Terms, including but not limited to, the execution of instructions in good faith and in compliance with security procedures set forth within the Main Agreement. Client, and not Push Technologies, shall be responsible for Client’s compliance with legal and regulatory requirements for the Applicable Data Protection Laws with respect to Client’s employees.