INTUIT TERMS OF SERVICE INTUIT ONLINE PAYROLL and INTUIT ONLINE PAYROLL HOUSEHOLD

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1 INTUIT TERMS OF SERVICE INTUIT ONLINE PAYROLL and INTUIT ONLINE PAYROLL HOUSEHOLD INTUIT GENERAL TERMS OF SERVICE Thank you for selecting the Services offered by PayCycle, Inc., a wholly-owned subsidiary of Intuit Inc on this website. Please review these Terms of Service ("Agreement") thoroughly. This agreement is a legal agreement between you and PayCycle, Inc. (PayCycle and Intuit will be collectively referred to as "Intuit" or "we," "our," or "us" in this Agreement). By clicking "I AGREE," indicating acceptance electronically, accessing or using the Services, you agree to these terms. If you do not agree to this Agreement, then do not indicate acceptance of the Agreement, and do not use the Services. A. GENERAL TERMS 1. This Agreement describes the terms governing your use of the Intuit online services provided to you on this website, including content, updates and new releases, (collectively, the "Services"). It includes by reference: Intuit's Privacy Statement provided to you in the Services available on the website or provided to you otherwise Additional Terms and Conditions, which may include those from third parties. Any terms provided separately to you for the Services, including product or program terms, ordering, activation, payment terms, etc. 2. YOUR RIGHTS TO USE THE SERVICES 2.1 The Services are protected by copyright, trade secret, and other intellectual property laws. You are only granted the right to use the Services and only for the purposes described by Intuit. Intuit reserves all other rights in the Services. Until termination of this Agreement and as long as you meet any applicable payment obligations and comply with this Agreement, Intuit grants to you a personal, limited, nonexclusive, nontransferable right and license to use the Services. 2.2 You agree not to use, nor permit any third party to use, the Services or content in a manner that violates any applicable law, regulation or this Agreement. You agree you will not: Provide access to or give any part of the Services to any third party Reproduce, modify, copy, deconstruct, sell, trade or resell the Services. Make the Services available on any file-sharing or application hosting service. 3. PAYMENT. For Services offered on a payment or subscription basis, the following terms apply, unless Intuit notifies you otherwise in writing. This Agreement also incorporates by reference and includes program ordering and payment terms provided to you on the website for the Services: a. Payments will be billed to you in U.S. dollars, and your account will be debited when you subscribe and provide your payment information, unless stated otherwise in the program ordering or payment terms on the website for the Services b. You must pay with one of the following: 1. A valid credit card acceptable to Intuit;

2 2. A valid debit card acceptable to Intuit; 3. Sufficient funds in a checking or savings account to cover an electronic debit of the payment due; or 4. By another payment option Intuit provides to you in writing. c. If your payment and registration information is not accurate, current, and complete and you do not notify us promptly when such information changes, we may suspend or terminate your account and refuse any use of the Services. d. If you do not notify us of updates to your payment method (e.g., credit card expiration date), to avoid interruption of your service, we may participate in programs supported by your card provider (e.g., updater services, recurring billing programs, etc.) to try to update your payment information, and you authorize us to continue billing your account with the updated information that we obtain. e. Intuit will automatically renew your monthly or annual Services at the current rates, unless the Services are cancelled or terminated under this Agreement. f. Additional cancellation or renewal terms may be provided to you on the website for the Services. 4. USE WITH YOUR MOBILE DEVICE Please note: The mobile device option may not be available if you obtained the service through your financial institution. Please check your financial institution's website for the availability of the mobile option. Use of these Services may be available through a compatible mobile device, Internet access and may require software. You agree that you are solely responsible for these requirements, including any applicable changes, updates and fees as well as the terms of your agreement with your mobile device and telecommunications provider. INTUIT MAKES NO WARRANTIES OR REPRESENTATIONS OF ANY KIND, EXPRESS, STATUTORY OR IMPLIED AS TO: THE AVAILABILITY OF TELECOMMUNICATION SERVICES FROM YOUR PROVIDER AND ACCESS TO THE SERVICES AT ANY TIME OR FROM ANY LOCATION; ANY LOSS, DAMAGE, OR OTHER SECURITY INTRUSION OF THE TELECOMMUNICATION SERVICES; AND ANY DISCLOSURE OF INFORMATION TO THIRD PARTIES OR FAILURE TO TRANSMIT ANY DATA, COMMUNICATIONS OR SETTINGS CONNECTED WITH THE SERVICES. 5. YOUR PERSONAL INFORMATION. You can view Intuit's Privacy Statement provided with the Services and on the website for the Services. You agree to the applicable Intuit Privacy Statement, and changes published by Intuit. You agree that Intuit may use and maintain your data according to the Intuit Privacy Statement, as part of the Services. You also give Intuit permission to combine information you enter or upload with that of other users of the Services. For example, this means that Intuit may use that non-identifiable aggregated data to improve services, design promotions, or provide ways for you to compare business practices with other users. 6. CONTENT 6.1 You are responsible for your content. You are responsible for all materials ("Content") uploaded, posted or stored through your use of the Services. Archive your Content frequently. You

3 are responsible for any lost or unrecoverable Content. You must provide all required and appropriate warnings, information and disclosures. Intuit is not responsible for the Content or data you submit through the Services. You agree not to use, nor permit any third party to use, the Services to upload, post, distribute, link to, publish, reproduce, engage in or transmit any of the following, including but not limited to: a. Illegal, fraudulent, defamatory, obscene, pornographic, profane, threatening, abusive, hateful, harassing, offensive, inappropriate or objectionable information or communications of any kind, including without limitation conduct that would encourage "flaming" others, or criminal or civil liability under any local, state, federal or foreign law; b. Content that would impersonate someone else or falsely represent your identity or qualifications, or that constitutes a breach of any individual's privacy; c. Except as permitted by Intuit in writing, investment opportunities, solicitations, chain letters, pyramid schemes, other unsolicited commercial communication or engage in spamming or flooding; d. Virus, trojan horse, worm or other disruptive or harmful software or data; and Any information, software or Content which is not legally yours and without permission from the copyright owner or intellectual property rights owner. 6.2 Community forums. The Services may include a community forum or other social features to exchange Content and information with other users of the Services and the public. Please use respect when you interact with other users. Do not reveal information that you do not want to make public. Users may post hypertext links to content of third parties for which Intuit is not responsible. 6.3 Intuit may freely use feedback you provide. You agree that Intuit may use your feedback, suggestions, or ideas in any way, including in future modifications of the Services, other products or services, advertising or marketing materials. You grant Intuit a perpetual, worldwide, fully transferable, sublicensable, non-revocable, fully paid-up, royalty free license to use the feedback you provide to Intuit in any way. 6.4 Intuit may monitor your Content. Intuit may, but has no obligation to, monitor content on the Services. We may disclose any information necessary to satisfy our legal obligations, protect Intuit or its customers, or operate the Services properly. Intuit, in its sole discretion, may refuse to post, remove, or refuse to remove, any Content, in whole or in part, alleged to be unacceptable, undesirable, inappropriate, or in violation of this Agreement. 7. ADDITIONAL TERMS 7.1 Intuit does not give professional advice. Unless specifically included with the Services, Intuit is not in the business of providing legal, financial, accounting, tax, health care, real estate or other professional services or advice. Consult the services of a competent professional when you need this type of assistance. 7.2 We may tell you about other Intuit services. You may be offered other services, products, or promotions by Intuit ("Intuit Services"). Additional terms and conditions and fees may apply. With some Intuit Services you may upload or enter data from your account(s) such as names, addresses and phone numbers, purchases, etc., to the Internet. You grant Intuit permission to use information about your business and experience to help us to provide the Intuit Services to you and to enhance the Services. You grant Intuit permission to combine your business data, if any, with that of others in

4 a way that does not identify you or any individual personally. You also grant Intuit permission to share or publish summary results relating to research data and to distribute or license such data to third parties. 7.3 Communications. Intuit may be required by law to send you communications about the Services or Third Party Products. You agree that Intuit may send these communications to you via or by posting them on our websites 7.4 You will manage your passwords and accept updates. You are responsible for securely managing your password(s) and login credentials for the Services and to contact Intuit if you become aware of any unauthorized access to your account. The Services may periodically be updated with tools, utilities, improvements, third party applications, or general updates to improve the Services. You agree to receive these updates. 8. DISCLAIMER OF WARRANTIES 8.1 YOUR USE OF THE SERVICES, SOFTWARE, AND CONTENT IS ENTIRELY AT YOUR OWN RISK. EXCEPT AS DESCRIBED IN THIS AGREEMENT, THE SERVICES ARE PROVIDED "AS IS." TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, INTUIT, ITS AFFILIATES, AND ITS THIRD PARTY PROVIDERS, LICENSORS, DISTRIBUTORS OR SUPPLIERS (COLLECTIVELY,"SUPPLIERS") DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY THAT THE SERVICES ARE FIT FOR A PARTICULAR PURPOSE, TITLE, MERCHANTABILITY, DATA LOSS, NON-INTERFERENCE WITH OR NON- INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS, OR THE ACCURACY, RELIABILITY, QUALITY OR CONTENT IN OR LINKED TO THE SERVICES. INTUIT AND ITS AFFILIATES AND SUPPLIERS DO NOT WARRANT THAT THE SERVICES ARE SECURE, FREE FROM BUGS, VIRUSES, INTERRUPTION, ERRORS, THEFT OR DESTRUCTION. IF THE EXCLUSIONS FOR IMPLIED WARRANTIES DO NOT APPLY TO YOU, ANY IMPLIED WARRANTIES ARE LIMITED TO 60 DAYS FROM THE DATE OF PURCHASE OR DELIVERY OF THE SERVICES, WHICHEVER IS SOONER. 8.2 INTUIT, ITS AFFILIATES AND SUPPLIERS DISCLAIM ANY REPRESENTATIONS OR WARRANTIES THAT YOUR USE OF THE SERVICES WILL SATISFY OR ENSURE COMPLIANCE WITH ANY LEGAL OBLIGATIONS OR LAWS OR REGULATIONS. 9. LIMITATION OF LIABILITY AND INDEMNITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE ENTIRE LIABILITY OF INTUIT, ITS AFFILIATES AND SUPPLIERS FOR ALL CLAIMS RELATING TO THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT YOU PAID FOR THE SERVICES DURING THE TWELVE (12) MONTHS PRIOR TO SUCH CLAIM. SUBJECT TO APPLICABLE LAW, INTUIT, ITS AFFILIATES AND SUPPLIERS ARE NOT LIABLE FOR ANY OF THE FOLLOWING: (A) INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES; (B) DAMAGES RELATING TO FAILURES OF TELECOMMUNICATIONS, THE INTERNET, ELECTRONIC COMMUNICATIONS, CORRUPTION, SECURITY, LOSS OR THEFT OF DATA, VIRUSES, SPYWARE, LOSS OF BUSINESS, REVENUE, PROFITS OR INVESTMENT, OR USE OF SOFTWARE OR HARDWARE THAT DOES NOT MEET INTUIT SYSTEMS REQUIREMENTS. THE ABOVE LIMITATIONS APPLY EVEN IF INTUIT AND ITS AFFILIATES AND SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS AGREEMENT SETS FORTH THE ENTIRE LIABILITY OF INTUIT, ITS AFFILIATES AND YOUR EXCLUSIVE REMEDY WITH RESPECT TO THE SERVICES AND ITS USE.

5 You agree to indemnify and hold Intuit and its Affiliates and Suppliers harmless from any and all claims, liability and expenses, including reasonable attorneys' fees and costs, arising out of your use of the Services or breach of this Agreement (collectively referred to as "Claims"). Intuit reserves the right, in its sole discretion and at its own expense, to assume the exclusive defense and control of any Claims. You agree to reasonably cooperate as requested by Intuit in the defense of any Claims. 10. CHANGES. We reserve the right to change this Agreement at any time, and the changes will be effective when posted through the Services, on our website for the Services or when we notify you by other means. We may also change or discontinue the Services, in whole or in part. Your continued use of the Services indicates your agreement to the changes. 11. TERMINATION. Intuit may immediately, in its sole discretion and without notice terminate this Agreement or suspend the Services if you fail to comply with this Agreement or if you no longer agree to receive electronic communications. Upon termination you must immediately stop using the Services and any outstanding payments will become due. Any termination of this Agreement shall not affect Intuit's rights to any payments due to it. Intuit may terminate a free account at any time. Sections 2.2, 3 through 15 will survive and remain in effect even if the Agreement is terminated. 12. EXPORT RESTRICTIONS. You acknowledge that the Services, including the mobile application, and the underlying software may include U.S. technical data subject to restrictions under export control laws and regulations administered by the United States government. You agree that you will comply with these laws and regulations, and will not export or re-export any part of the Services, in violation of these laws and regulations, directly or indirectly. 13. GOVERNING LAW. California state law governs this Agreement without regard to its conflicts of laws provisions. 14. DISPUTES. ANY DISPUTE OR CLAIM RELATING IN ANY WAY TO THE SERVICES OR THIS AGREEMENT WILL BE RESOLVED BY BINDING ARBITRATION, RATHER THAN IN COURT, except that you may assert claims in small claims court if your claims qualify. The Federal Arbitration Act governs the interpretation and enforcement of this provision; the arbitrator shall apply California law to all other matters. Notwithstanding anything to the contrary, any party to the arbitration may at any time seek injunctions or other forms of equitable relief from any court of competent jurisdiction. WE EACH AGREE THAT ANY AND ALL DISPUTES MUST BE BROUGHT IN THE PARTIES' INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. BY ENTERING INTO THIS AGREEMENT AND AGREEING TO ARBITRATION, YOU AGREE THAT YOU AND INTUIT ARE EACH WAIVING THE RIGHT TO FILE A LAWSUIT AND THE RIGHT TO A TRIAL BY JURY. IN ADDITION, YOU AGREE TO WAIVE THE RIGHT TO PARTICIPATE IN A CLASS ACTION OR LITIGATE ON A CLASS- WIDE BASIS. YOU AGREE THAT YOU HAVE EXPRESSLY AND KNOWINGLY WAIVED THESE RIGHTS. To begin an arbitration proceeding, send a letter requesting arbitration and describing your claim to Intuit Inc., in care of our registered agent Corporation Service Company, 2711 Centerville Road, Wilmington, DE Arbitration will be conducted by the American Arbitration Association (AAA) before a single AAA arbitrator under the AAA's rules, which are available at or by calling Payment of all filing, administration and arbitrator fees and costs will be governed by the AAA's rules, but if you are unable to pay any of them, Intuit will pay them for you. In addition, Intuit will reimburse all such fees and costs for claims totaling less than $75,000 unless the arbitrator determines the claims are frivolous. Likewise, Intuit will not seek its attorneys' fees or costs in arbitration unless the arbitrator determines your claims or defenses are frivolous. You may choose to have the arbitration conducted by telephone, based on written submissions, or in person in the

6 county where you live or at another mutually agreed location. The decision of the arbitrator shall be final and not appealable, and judgment on the arbitration award may be entered in any court having jurisdiction thereof. This Section 14 shall survive expiration, termination or recession of this Agreement. 15. GENERAL. This Agreement, including the Additional Terms below, is the entire agreement between you and Intuit and replaces all prior understandings, communications and agreements, oral or written, regarding its subject matter. If any court of law, having the jurisdiction, rules that any part of this Agreement is invalid, that section will be removed without affecting the remainder of the Agreement. The remaining terms will be valid and enforceable. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement. You cannot assign or transfer ownership of this Agreement to anyone without written approval of Intuit. However, Intuit may assign or transfer it without your consent to (a) an affiliate, (b) a company through a sale of assets by Intuit or (c) a successor by merger. Any assignment in violation of this Section shall be void. If you want to request a transfer of this Agreement, contact Intuit via an to: transfer_license@intuit.com. December 2012 B. ADDITIONAL TERMS AND CONDITIONS FOR THE SERVICES Your use of the Services provided by Intuit are subject to the General Terms of Service above including these Additional Terms and Conditions which govern your use of the Services indicated below. These Additional Terms and Conditions shall prevail over any conflict or inconsistency with the General Terms of Service above. 1. TERMS APPLICABLE TO BOTH INTUIT ONLINE PAYROLL AND INTUIT ONLINE PAYROLL HOUSEHOLD (COLLECTIVELY, THE "SERVICE") 1.1 USE LIMITATIONS. IMPORTANT NOTICE. IF YOU ARE USING THE INTUIT ONLINE PAYROLL OR THE INTUIT ONLINE PAYROLL HOUSEHOLD SERVICE, THE FOLLOWING TERMS APPLY TO YOU IN ADDITION TO THE GENERAL TERMS OF SERVICE ABOVE. Capitalized terms not otherwise defined below have the meanings provided in the General Terms of Service. A. Intuit Online Payroll. The Service may only be used for its intended purpose of calculating payroll and its associated liabilities for your business and making related payroll and tax payments or tax filings electronically (if you elect electronic payment or filing options). The Service also may be used for preparing and filing federal Form 1099-MISC for contractors, if you choose. You may not use the Service on a professional basis for anyone other than you. B. Intuit Online Payroll Household. The Service may only be used for its intended purpose of calculating payroll and its associated liabilities for your household employees, and for making related payroll and tax payments or tax filings electronically (if you elect electronic payment or filing options). The Service may not be used by businesses or on a professional basis for anyone other than you. 1.2 The Service does not include calculation of deductions or taxes other than those that apply only to payroll, nor does it include backup withholding on payments to contractors, nor does it include calculation or reporting of penalties or interest on delinquent tax payments. Depending on the type of

7 Service you request, you may need to complete and sign additional forms or authorizations that we will provide to you as required by law or otherwise necessary to provide the Service. 1.3 You are responsible for maintaining the confidentiality of your User ID, password, and any applicable challenge questions (Security Devices) according to the rules and guidelines that have been provided to you. If you grant access to your account to one or more additional users, you are responsible for ensuring that they maintain the confidentiality of their respective User IDs, passwords, and challenge questions, and comply with all terms and conditions of this Agreement. You are responsible for (i) all actions taken on the Services Web site using your Security Devices, whether or not authorized by you, and (ii) any transactions resulting from your failure to maintain the confidentiality of the Security Devices. You agree that your User ID and password have the same effect as your written signature authorizing electronic payments, filings and other actions on the Services Web site. You may change your Security Devices in accordance with the procedures provided on the Services Web site. You agree to notify us immediately if you become aware of any unauthorized use of your Security Devices. You acknowledge and agree that the Security Devices are intended to confirm authenticity of your instructions and not to detect errors in the contents or transmission of your instructions, and that the Security Devices are a commercially reasonable means of authentication for your business. You represent and warrant to us that you are authorized to use the Service on behalf of the business identified in your Services account (including authorization to pay us fees and to make electronic payments or filings on behalf of the business, if applicable) and to make on behalf of the business the representations and commitments required of the business by this Agreement and the Web site. 1.4 The Service does not include obtaining your access to the Internet for connecting to the Service. You acknowledge that the operation and availability of the communications systems used for accessing and interacting with the Service (e.g., the public telephone computer networks and the Internet) or to transmit information to the taxing authorities can be unpredictable and may, from time to time, interfere with or prevent access to the Service or its operation. We are not in any way responsible for any such interference with or prevention of your use of or access to the Service. When the Internet is not available, you must contact customer support by telephone or by other means for instructions on how to calculate paychecks for your employees and make tax payments and filings. C. Trial Period. If you registered for a trial use of the Services ("Trial Period"), you must decide to purchase the Services within the Trial Period in order to retain any Content that you have posted or uploaded during the Trial Period. If you do not purchase the Services or products by the end of the Trial Period, your Content will no longer be available to you. To be very clear, after using the Services or product during the trial period, if you decide not to purchase the full version of the Services or product, you will not be able to access or retrieve any of the data you added/created during the trial. 2. Fees 2.1 We will charge the credit card or other payment method you designate on the website for the posted fees for the Service you select. We will also charge you for any sales, use or other taxes applicable to the Service. We charge additional fees for exceptions processing, setup and other special services, as posted on our website. We may change the schedule of fees or the terms of this Agreement from time to time. We will post the revised fees and/or Agreement on our website. Please note: If you obtained the service through a financial institution, the fees applicable to you will be posted on that financial institution's website. You will be notified of any change in fees at least 30 days in advance of the effective date. If a fee increase or change to this Agreement is not

8 acceptable, you may cancel the Service as provided herein prior to the time when it takes effect. Continuing to use the Service constitutes your agreement to all changes. 2.2 If we cannot collect fees due to credit limits on your credit card or any other reason, or if you sign up for electronic payment options and we cannot collect amounts due because of insufficient funds in your account or any other reason, you must pay the amount due immediately upon demand, plus our exceptions processing fees, plus any bank fees or charges for return items, plus interest at the lesser of 18% annually or the maximum allowed by law, plus attorney's fees and other costs of collection as allowed by law. In addition, we may terminate this Agreement, discontinue the Service (either entirely, or only with respect to electronic payment options, in our sole discretion) and avail ourselves of any other available remedy. We may make appropriate reports to credit reporting agencies, financial institutions, tax agencies and law enforcement authorities, and cooperate with them in any resulting investigation or prosecution. 3. Customer Support We provide customer support to help you set up your payroll correctly and run your payroll using the Service. Free live support may be available by telephone or online, according to our standard practices. 4. Payroll Accuracy Requirements 4.1 Our processing may include receiving and reviewing credit or similar reports on your business and its principals. Therefore the information you provide to us must be accurate and complete, otherwise the tax calculations may be wrong, and the Service may not perform correctly. Intuit will not be liable for any penalty, interest or other liability that results from inaccurate or incomplete information you supply. 4.2 The Service may have restrictions on the number of employees for whom payroll can be processed. The Service does not include furnishing advice of deductions or providing information regarding selected local and state taxes. 5. Direct Deposit Option If you use Intuit Online Payroll Basic or Intuit Online Payroll Household, you may request direct deposit ("Direct Deposit") of your employees' paychecks. If you use Intuit Online Payroll Enhanced, you may also request Direct Deposit of your contractors' paychecks We reserve the right to delay or decline processing Direct Deposit transactions (i) that significantly differ, in our sole opinion, from your typical payment activity or volume of payment transactions, (ii) for which sufficient funds are not available in your account, (iii) that are otherwise in violation of this Agreement or the ACH rules (described below), or (iv) that, in our sole opinion, may pose a risk of loss to us. Sign Up/Activation. The Direct Deposit service will begin after we receive and process all the information, including any credit card or bank account information, requested by the sign up form. Processing your information may include validating information such as your PIN, submitting your sign up information to third parties such as your bank, credit reporting agencies and/or other agencies we may use to validate your identity and/or credit history. We may also receive and review credit or similar reports on your business and its principals provided by such third parties. Therefore the information you provide to us must be accurate and complete or direct deposits may not be made, and we will be unable to perform the Direct Deposit service for you.

9 Use and Restrictions. You may use Direct Deposit only for payroll direct deposits. You may fund your paychecks to your employees and contractors, as authorized by this Agreement ("Payments") by initiating electronic withdrawals within the Service from the demand deposit account of the financial institution you identified on the sign up form ("Your Account"). You may identify other financial institutions in the future to fund the direct deposit payroll payments to your employees and contractors. Under certain circumstances we may use wire draw down requests or other funding methods (collectively "Debits") to fund your payroll direct deposits. Debits may also be initiated to pay servicing fees, e.g. NSF's and reversals. When you send Payments over the Internet you will receive confirmation that the Payments were sent. However, a confirmation does not mean that your submission of Payments was error-free. If errors are detected later we may be unable to complete the submission of your Payments. We will make reasonable efforts to tell you if we cannot complete your Payments. Payments taking place after certain processing deadlines may be considered to occur on the next business day. Special processing fees may apply to some Payments. We may establish certain security limits on Payment submissions we process, such as a maximum number or dollar amount of Payments. We may change these limits from time to time and may choose not to disclose them. Your Responsibilities. You must input all required Payment information on the Services website and approve the transaction no later than 5:00 p.m. Pacific Time on the date indicated on the website. You may not cancel or change transactions after that time. You must send us your Payments before the daily cut-off time in order for them to be processed on that day. Payments sent after the cut-off time may be processed the following banking day. You are solely responsible for ensuring that on the second banking day prior to a scheduled Payment date, you will have sufficient funds in your bank account to fund your Payments. Otherwise, there may be additional charges or your payroll may not be processed. Debits will be charged to your account one banking day before paycheck deposit date. After that, no interest or earnings will accrue to you, even if we retain amounts withdrawn for payroll taxes until they are due to the appropriate payroll tax agencies You are solely responsible for verifying that all Payments have been received and are accurate. It is your responsibility to keep any payroll, tax or other records you may need for reference, even though we may have information about the Payments in our files. Authorization and Agreement for Direct Payments (ACH Debits). You acknowledge and agree that (i) Payments will typically go through the Automated Clearing House (the "ACH"), (ii) your Payments will be governed by the ACH rules, and (iii) the origination of ACH transactions to Your Account must comply with the provisions of U.S. law. You must indemnify and defend us against any claims or lawsuits, including attorneys' fees that arise from or result from your Payments. If we tell you that an account number or other information concerning your Payments has changed, this corrected information must be used to initiate future Payments. You authorize us to (a) initiate debit entries to Your Account and to debit the same to such account, and (b) send Payments electronically or by any other commercially accepted method to Your Account. You authorize and direct the depository financial institution that holds Your Account to (x) charge each Debit to Your Account and pay that amount to us, and (y) respond to inquiries from us regarding your information and Your Account. This authorization will remain in full force and effect until we have received written notification from you of its termination in such time and in such manner as to afford us and the depository financial institution that holds Your Account a reasonable opportunity to act on it. Representations and Warranties. You represent and warrant that (i) each person or entity to whom you send Payments has authorized the Payments and any necessary adjustments to be applied to his, her or its account, (ii) at the time any Payment is made you have no actual knowledge that the authorization has been revoked or terminated, (iii) your Payments comply with the laws that apply to them, (iv) that you have authorization to make withdrawals to Your Account and (vi) that all the information you provided to enter into the Agreement is true and correct. You warrant everything that

10 we must warrant as an ACH Originator, and you accept any liability you or we may incur which is caused by your payment transactions. You agree that we may request, obtain and use credit reports and other information about you from third party sources. Your Account. We may refuse to process your Payments if we reasonably believe that Your Account balance is insufficient to cover the dollar amount of the Payments or for any other reason we deem reasonable. If any amount debited against you is dishonored or returned for any reason, such as, but not limited to, non-sufficient funds, account closed, inability to locate account, or reversal by you and/or your bank, we may; (a) reverse any corresponding credit issued to us, you, your employees or any other party without liability to you or any other party, (b) reverse direct deposit transactions, (c) refuse to perform further Services, (d) apply any money currently held by us to any amount owed to us by you, (e) charge you a one-time insufficient funds penalty fee for each occurrence, (f) report this information to any and all credit agencies and/or financial institutions and/or (g) immediately terminate this Agreement. We may assess and collect interest at the rate of one and one-half percent (1.5%) per month (18% per annum) on any amounts owing and unpaid ten (10) days after demand. If further collection attempts are required, all of our collections costs, including any costs associated with termination of this Agreement and including but not limited to, attorney fees, where permitted by law, will be charged to you. This section shall, to the extent applicable, survive the termination of this Agreement. General. We may review your use of the Direct Deposit service, your credit status or other factors periodically, including submitting your information to third parties such as your bank, credit reporting agencies and/or other agencies used to validate your identity and/or credit history, and/or reviewing credit or similar reports on your business and its principals provided by these third parties. We may terminate your participation in the Direct Deposit service after such a review. If you (i) default in the payment of any sum of money hereunder, (ii) default in the performance of any other obligations under this Agreement, or (iii) commit an act of Bankruptcy or become the subject of any proceeding under the Bankruptcy Act or become insolvent, or if any substantial portion of your property becomes subject to levy, seizure, assignment, application for sale for or by any creditor or governmental agency, then, in any such event, we, at our option, may, upon written notice thereof, (a) terminate the Agreement, (b) declare all amounts due and to become immediately due and payable and/or (c) require you to deposit an amount equal to its average future monthly or annual processing charges to prepay for any future processing. 6. Apple Requirements. If you downloaded the Services from the Apple itunes App Store, the following terms also apply to you: A. Acknowledgement: You acknowledge that this Agreement is between you and Intuit only, and not with Apple, and Intuit, not Apple, is solely responsible for the Services and the content thereof. B. Scope of License: The license granted to you for the Services is a limited, non-transferable license to use the Services on an iphone OS Product that you own or control and as permitted by the Usage Rules set forth in the Apple itunes App Store Terms of Service. C. Maintenance and Support: Intuit and not Apple is solely responsible for providing any maintenance and support services with respect to the Services. You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Services.

11 D. Warranty: Intuit is solely responsible for any product warranties, whether express or implied by law, to the extent not effectively disclaimed. In the event of any failure of the Services to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the Services to you. To the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the Services, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be Intuit's sole responsibility. E. Product Claims: Intuit, not Apple, is responsible for addressing any user or third party claims relating to the Services or the user's possession and/or use of the Services, including, but not limited to: (i) product liability claims; (ii) any claim that the Services fail to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation. F. Intellectual Property Rights: You acknowledge that, in the event of any third party claim that the Services or your possession and use of the Services infringes that third party's intellectual property rights, Intuit, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim. G. Legal Compliance: You represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a terrorist supporting country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties. H. Developer Contact Info: Direct any questions, complaints or claims to: Intuit Inc, 2632 Marine Way, Mountain View, CA IOPMobile@intuit.com I. Third Party Terms of Agreement: You must comply with any applicable third party terms of agreement when using the Services, e.g., if you are using a VoIP application, then you must not be in violation of their wireless data service agreement when using the Services. J. Third Party Beneficiary: You acknowledge and agree that Apple and Apple's subsidiaries are third party beneficiaries of this Agreement, and that, upon your acceptance of the terms and conditions of the Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce the Agreement against you as a third party beneficiary thereof. 7. Electronic Filing and Payment of Payroll Tax - Applicable to Intuit Online Payroll only. You must have a current subscription to the applicable Intuit Online Payroll Service in order to electronically file and pay your payroll taxes ("Transaction") using the Service. If you choose to have us file and/or pay your Transaction electronically, it will be forwarded to our Electronic Filing Center where we will convert it to a standardized format and transmit it to the applicable federal and/or state taxing authority (the "Electronic Filing Services") on your behalf. Authorizing us to file and pay your payroll taxes does not relieve you from any liabilities resulting from our failure to perform these services for you on a timely manner. Important Tax Information: Please be aware that you are responsible for the timely filing of employment tax returns and the timely payment of employment taxes for your employees, even if you have authorized a service provider to file the returns and make the payments. Therefore, the Internal Revenue Service recommends that you enroll in the U.S. Treasury Department's Electronic Federal Tax Payment System (EFTPS) to monitor your account and ensure that timely tax payments are being made for you. You may enroll in the EFTPS online at or call (800) for an enrollment form. State tax authorities generally offer similar means to verify tax payments. Contact the appropriate state offices directly for details.

12 You are responsible for verifying the status of your Transaction, in a timely manner, to confirm that it has been received and accepted by the applicable taxing authority, and if necessary, for filing and paying it manually in the event that the taxing authority rejects your Transaction (e.g., invalid payment schedule, invalid employer registration number) or if the Transaction is delayed or not processed for any reason. Except to the extent required by applicable law, we have no obligation to store, maintain or provide to you any information you provide to use, and you agree to print and save a copy of your Transaction for your records. By using this system to prepare and submit your Transaction, you consent to the disclosure to the IRS and any other tax or revenue authority of all information pertaining to your use of the Electronic Filing Services. Using the system to prepare and submit your Transaction with state taxing authorities is subject to availability. Some Transactions may go through the Automated Clearing House (the "ACH"), and you agree that your Transactions will be governed by the ACH rules. You warrant to us everything that we must warrant as an ACH Originator, and you accept any liability you or Intuit may incur which is caused by your Transactions. If we tell you that information concerning your Transactions has changed, you must use this corrected information in the future to initiate Transactions. If you choose to have us file and/or pay your Transactions electronically, you authorize us to send Transactions, electronically or by any other commercially accepted method, to the appropriate financial institution or taxing authority. You also authorize and direct the institution which holds your demand deposit account, identified when you sign up, or any other account you identify when using the Payroll Service in the future ("Your Account(s)"), to charge each debit to Your Account(s) and pay that amount to the government agency. You authorize us and our agents (if applicable) to enroll you with the appropriate taxing authorities for the purposes of e-filing and e-payment at our discretion. This authorization remains in effect until you notify us that this authorization is revoked. In using the payroll tax electronic filing and payment service you understand that certain features may not be in a final form. As a result, the payroll tax electronic filing and payment service may contain errors, "bugs" and other problems which may result in the failure of your Transaction to be filed or paid with the appropriate taxing authority. You agree that we may contact you in order to assist you with the service and to obtain information needed to determine and fix any error. DISCLAIMER. YOU ASSUME FULL RESPONSIBILITY FOR THE USE AND SELECTION OF THE SERVICE TO ACHIEVE YOUR INTENDED PURPOSES, FOR THE PROPER INSTALLATION AND USE OF THE SERVICE AND FOR VERIFYING THE RESULTS OBTAINED FROM USE OF THE SERVICE. INTUIT AND ITS SUPPLIERS DISCLAIM ANY WARRANTY THAT THE FUNCTIONS CONTAINED IN THE SERVICE WILL MEET YOUR REQUIREMENTS OR SATISFY LEGAL OBLIGATIONS OR THAT THE OPERATION OF THE SERVICE WILL BE UNINTERRUPTED OR ERROR FREE. 8. Limited Warranty 8.1 We warrant to you the accuracy of payroll tax calculations on each pay stub and tax filing prepared using the Service, subject to the following terms and conditions. As your sole and exclusive remedy and our sole and exclusive liability for breach of the foregoing warranty, we will pay all government penalties and interest assessed against you due solely to calculation errors made by the Service. This warranty does not apply to any assessments, penalties or interest resulting from, among other things, your use of the Service to process payroll data for which it is not appropriate (such as foreign payroll), your failure to make and record payroll, tax payments and filings in the manner and on the schedule recommended by us or as required by applicable law or regulation, your failure to enter on the Services website timely and accurate compensation information for your employees, your use of the Service to prepare pay stubs, tax payments or tax filings based in whole or in part on payroll or tax payment information that you calculated or input incorrectly or that you

13 approved after it has been input and presented to you for review, or your failure to file an amended return or make an additional payment to avoid or reduce your penalty or interest after you have received notice from the government or us that you should do so. We will endeavor to post on our website notices of corrections and updates to the Service or to notify you according to the contact information that you provide on the website, which you agree to update promptly with all changes. 8.2 In general, we calculate your payroll taxes based on the assumption that the wages you pay to employees (but not payments you make to contractors) are subject to all payroll taxes applicable to your geographical area. For example, we assume that you are subject to federal unemployment tax, although you may not be if you did not pay wages of at least $1,500 in at least one calendar quarter this year or last year. We encourage you to make tax payments in full when due, although some tax agencies do not assess penalties for small payment shortfalls that are made up by the end of a reporting period. In some cases, you can customize the Service for situations such as those described above. In other cases, you may have to make adjustments outside the Service in order to take advantage of certain payroll tax exemptions. We do not warrant that the Service will minimize your payroll taxes automatically. 8.3 If you believe you are entitled to payment under this warranty, you must notify customer support as directed on the website as soon as you learn of the mistake (and in no event later than 30 days after the assessment is made). You must include a copy of the government notice. By claiming payment, you authorize us to obtain and review any data files that may be in our possession or control in order to evaluate your claim. You remain responsible for paying any additional tax liability you may owe and providing assistance and additional information as we may reasonably request. This warranty is for your benefit only and is not transferable, and will be null and void if you breach any terms or conditions of this Agreement. 9. W-2 Transfer Option. 9.1 When you sign up for Intuit Online Payroll, the option to send W-2 information to TurboTax software or services will be activated for the benefit of your employees (as long as you are an active subscriber). This means that W-2 data will be transmitted via a secure connection to the TurboTax servers for automatic download into TurboTax if your employees elect to use the tax filing software or services and choose to import their W-2 data automatically. You will have the option of turning off this functionality within the product. If you turn the functionality off, your employees will not have the ability to use the W-2 data import method from TurboTax software or services. 10. Federal/State Electronic Services and Electronic Debit Authorization I understand that this authorization does not relieve me, as the taxpayer, of the responsibility to ensure that all tax returns are filed and all deposits and payments are made on time. PayCycle, Inc. ("Agent") is authorized to sign and file federal and state employment tax returns transmitted electronically (or in certain circumstances, submitted on paper). I certify that I have the authority to authorize the disclosure of otherwise confidential tax information on behalf of the taxpayer Agent is hereby authorized to instruct the IRS and/or the appropriate state agency to withdraw funds from the checking account on file in the amounts specified using Agent's tax payment approval process to pay my federal and state payroll taxes. For Services that automatically file my tax returns on my behalf, I agree that use of the Services to input data for all federal and state filings on the Agent's website will constitute my electronic signature declaring, under penalties of perjury, that I have supplied true and accurate information and to the best of my knowledge and belief each return is a true, correct and complete return. For Services that require my approval of federal and state filings before the Agent submits of such filings on my behalf, I agree that my approval of all federal

14 and state filings on the Agent's website will constitute my electronic signature declaring, under penalties of perjury, that I have examined each return (including any accompanying schedules and statements) and to the best of my knowledge and belief each is a true, correct and complete return. All of the foregoing authorizations will remain in full force until Agent or I terminate electronic services Agent is hereby authorized to initiate debit entries to my checking account on file and to credit the same to that account. I acknowledge that Agent will withdraw funds, in the amounts specified using Agent's paycheck approval process, and transfer them to my designated employee accounts for the purpose of paying my employees. In the event of an error, I hereby authorize Agent to credit such account to offset the error. 11. Online Data Transfer (not applicable for Software and Trial versions that do not include access to the Online Data Transfer feature). You may have the option to transfer your data files from the Service in order to facilitate certain interoperability, data integration, and data access between the Service and certain supported ancillary services (the "Ancillary Services") you may sign up for and use in connection with the Service (the "Online Data Transfer"). Separate fees may apply. In order for you to select the Online Data Transfer option, you must (i) have registered select versions of the Service, (ii) have Internet access, and (iii) and may need to be an active subscriber to the Ancillary Services. If you select the Online Data Transfer option, a copy of all or part of your company data files will be transferred via the Internet to Intuit's servers (the "Transferred Files"); where you grant Intuit the right and license to (i) host and maintain the Transferred Files and (ii) use the Transferred Files to make the Ancillary Services available to you, (iii) reformat and manipulate the Transferred Files as reasonably necessary for the data to function with the Ancillary Services. Your original data files will remain in the Service. If you are signed-up for any Ancillary Services that support Online Data Transfer, you will then have the option to have the Transferred Files sent to any of those supported Ancillary Services (a "Data Transfer"). If you are no longer signed-up for an Ancillary Service, you will no longer be able to process Online Data Transfers to that Ancillary Service. If you authorize an Online Data Transfer for a third party Ancillary Service, you authorize Intuit to provide the Transferred Files to the third party provider of such Ancillary Service in order to provide the Ancillary Service to you. You agree and acknowledge that Intuit has no control over any third party Ancillary Services. Your use of the Ancillary Service may be subject to additional terms and conditions. Intuit does not have any liability whatsoever for any actions or inactions on the part of the Ancillary Services resulting in your inability to use the Online Data Transfer feature or otherwise use the Ancillary Services in connection with the Service. 2014