Last Updated: December 30, 2022

IN THIS SERVICES AGREEMENT (THE “AGREEMENT’), “BAMBOOHR PAYROLL” REFERS TO BAMBOOHR PAYROLL LLC, DOING BUSINESS UNDER THE NAME OF TRAXPAYROLL, IN ITS CAPACITY OF PROVIDING PAYROLL PROCESSING AND PAYROLL TAX FILING SERVICES (THE “SERVICE”) UNDER THE TERMS AND CONDITIONS OF THIS AGREEMENT. “CLIENT” REFERS TO THE COMPANY SET FORTH ABOVE THAT IS RECEIVING THE SERVICE. UPON EXECUTION OF THIS AGREEMENT, THIS AGREEMENT SHALL BE INCORPORATED IN ITS ENTIRETY INTO THE BAMBOOHR TERMS OF SERVICE LOCATED AT HTTPS://WWW.BAMBOOHR.COM/LEGAL/TERMS-OF-SERVICE. IN THE EVENT OF ANY DIRECT CONFLICT BETWEEN A TERM IN THIS AGREEMENT AND A TERM IN THE TERMS OF SERVICE, THE TERM CONTAINED IN THIS AGREEMENT SHALL PREVAIL.

1. Full Tax Filing – Client hereby appoints BambooHR Payroll as its tax filing agent where required for IRS deposits, filings and correspondence on Client’s behalf as it relates to payroll tax filings. BambooHR Payroll agrees to hold in confidence all information relating to Client’s assets, liabilities, and business information which is received by BambooHR Payroll in the course of providing the Service except as required to perform the Service and as required by law. Client understands that BambooHR Payroll will not be responsible for penalties or interest due to missing, inaccurate, or incomplete information. Client further understands that BambooHR Payroll is not responsible for taxes with respect to wages paid prior to its engagement by Client. Client agrees to remain responsible for any obligation imposed on Client by law to maintain records regarding Client’s business and/or employees. BambooHR will maintain Client information and records as long as necessary to comply with any tax assessment, collection or levy under applicable law, the Internal Revenue Code or any other related laws, rules or regulations.

2. Client agrees to pay BambooHR Payroll fees which will be charged to Client’s account (to be designated on separate Bank and ACH authorization forms, hereafter “Client Account”) and which are subject to change, in BambooHR Payroll’s sole discretion, on written notice. Where fees are to be paid from Client’s Account, fees are due and payable at the time each payroll is made. Where fees are paid separately for Services, fees are due and payable in full upon Client’s receipt of invoice. BambooHR Payroll reserves the right to withhold any payments provided pursuant to this Agreement and any or all work in process or records in its possession in the event of Client’s failure to deposit funds sufficient to cover all payroll, remittances and fees. Courier and/or mail charges will be charged to Client as incurred. Overdue accounts will accrue interest at lesser of 1% per month or the maximum permitted by law. In the event the account is placed for collection, BambooHR Payroll shall be entitled to recover from Client reasonable attorney’s fees and costs incurred in such collection action.

3. Delivery and processing schedules will be as determined by the parties from time to time.

4. Banking services are provided in accordance with the limitations and restrictions of NACHA – the National Automated Clearing House Association and such rules as may be in effect among participant banks for ACH, wires and other banking services to which the Client hereby agrees. Client agrees to authorize the direct debit of the Client Account by BambooHR Payroll through reverse wire, wire or ACH and to maintain sufficient funds in the Client Account to cover all amounts due to or payable by BambooHR Payroll under this Agreement and in accordance with BambooHR Payroll’s procedures for serving Client and that sufficient funds will be deposited and immediately available upon approval of anticipated payment dates. BambooHR Payroll reserves the right to select a participant bank of its choice to act as the Originating Depository Financial Institution (“ODFI”) with respect to such wire, reverse wire or ACH transfers. BambooHR Payroll reserves the right to cease providing the Services, revise the client’s funding schedule and/or terminate this Agreement should Client funds be insufficient to cover the net payroll, related taxes, and/or processing fees. Client will be responsible to reimburse BambooHR Payroll, its agents or ODFI for any insufficient funds fee (“NSF fee”) incurred as a result of an attempted debit of Client’s Account by BambooHR Payroll pursuant to providing the Services. Client authorizes BambooHR Payroll to reverse and recall payroll deposits from Client’s employees’ bank accounts through the ODFI in the event that there are insufficient funds in the Client Account to cover the payroll deposits or as the Client may request from time to time.

5. BambooHR Payroll will transfer funds from Client’s Account to a separate escrow or custodial account maintained by BambooHR Payroll, its agents or ODFI for the purpose of providing the Service and making all payments hereunder including, without limitation, fees due to BambooHR Payroll, tax payments, employee payments and direct deposits. Client agrees to make the funds from Client’s Account available for transfer to such escrow or custodial account prior to the pay date as determined in the Client’s processing schedule from time to time and in accordance with BambooHR Payroll’s procedures (the “Payroll Due Date”). Client acknowledges that failure to comply with its processing schedule for funding and meet the Payroll Due Date will delay the timely payment of the applicable tax payments, employee payments and direct deposits. As additional consideration for performance of Services under this Agreement, Client agrees that BambooHR Payroll has the use of funds held by BambooHR Payroll, its agents or ODFI in the separate escrow or custodial account pending final payment of items to employees, taxing authorities or others. To secure any obligations and the payment of sums hereafter owed by Client to BambooHR Payroll, Client grants BambooHR Payroll the right of set-off, and a security interest under the Uniform Commercial Code in any funds of Client which may now or hereafter be deposited into the escrow or custodial account used by BambooHR Payroll, its agents or ODFI for the purpose of payment of taxes, payrolls, fees due BambooHR Payroll or other payments under this Agreement.

6. BambooHR Payroll agrees to provide Services under this Agreement using due care in accordance with industry standards. BambooHR Payroll shall only be responsible for correcting errors which are due to the negligence or willful misconduct of BambooHR Payroll’s employees, operations or agents. TO THE MAXIMUM EXTENT PERMITTED BY APPLIABLE LAW, EXCEPT FOR THE LIMITED WARRANTY ABOVE, BAMBOOHR PAYROLL HEREBY DISCLAIMS ALL OTHER WARRANTIES, EITHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE SERVICE. BAMBOOHR DOES NOT WARRANT THAT OPERATION OF THE SERVICE WILL BE ERROR-FREE OR UNINTERRUPTED. Client agrees to provide complete, accurate and timely information as necessary for BambooHR Payroll’s performance of the Services and to verify or correct such information as appropriate on a timely basis, but in no event later than the Payroll Due Date. BambooHR Payroll shall be excused from its obligation to provide the Services if and to the extent data submitted by Client for processing is incorrect, incomplete or not in proper form, or the result of causes or conditions beyond its control. Client agrees to pay BambooHR Payroll its standard rate then in effect for any additional work performed to correct such data for processing and to indemnify BambooHR Payroll, its agents and each participant bank or ODFI from all liability, loss, damages and expenses (including reasonable attorney fees) resulting from BambooHR Payroll’s use of such information furnished by Client or from any claim incident to the operation of the Service arising from any act or omission of the Client. Client’s liability to BambooHR Payroll with respect to this Agreement is otherwise limited to the remittance to appropriate payees of funds made on behalf of the Client plus fees and charges due to Client’s negligence (including late charges and interest as provided in this Agreement).

7. BambooHR Payroll shall be responsible for the timely payment and report of Client payroll taxes based on information provided by the Client but only for such funds made available by Client. If solely on account of a negligent error or omission on the part of BambooHR Payroll with respect to timely payment from escrowed funds, Client incurs a penalty or interest charge, then BambooHR Payroll will pay such penalties and interest that result from the error. However, the accuracy and integrity of the Service BambooHR Payroll provides is limited by the nature of information the Client provides. If BambooHR Payroll pays such penalties and interest on behalf of Client and such penalties and interest are abated, Client will reimburse BambooHR the penalties and interest paid with the funds returned through the abatement including any interest earned on the penalties and interest. BAMBOOHR PAYROLL’S LIABILITY WITH RESPECT TO THIS AGREEMENT IS LIMITED SOLELY TO THE REMITTANCE TO APPROPRIATE PAYEES OF FUNDS HELD ON BEHALF OF THE CLIENT OR OTHER CORRECTION OF ANY ERROR DUE TO ITS OWN NEGLIGENCE OR WILLFUL MISCONDUCT. IN NO EVENT SHALL EITHER PARTY BE RESPONSIBLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, LOSS OF PROFITS OR OTHER ECONOMIC LOSS SUSTAINED BY THE OTHER PARTY. BAMBOOHR PAYROLL DOES NOT ASSUME LIABILITY FOR THE IMPROPER PAYMENT OF TAXES DUE TO INCORRECT CLAIMS OF TAX EXEMPTIONS, DEPOSIT FREQUENCY, TAX IDENTIFICATION NUMBER(S) OR RATE(S), DEDUCTIONS BY THE CLIENTS OR ITS EMPLOYEES, OR ANY ACTION TAKEN BY BAMBOOHR PAYROLL BASED ON INCORRECT OR INACCURATE INFORMATION PROVIDED BY CLIENT OR ITS EMPLOYEES. BAMBOOHR PAYROLL SHALL NOT BE HELD LIABLE FOR CLIENT ERRORS, WAGE AND HOUR VIOLATIONS, SEX DISCRIMINATION, OR OTHER EMPLOYMENT POLICIES, WHICH MAY VIOLATE THE LAW. IT IS THE CLIENT’S OBLIGATION TO CHECK THE PAYROLL AND RELATED DOCUMENTS FOR ACCURACY IMMEDIATELY. OTHER THAN THE CLIENT’S OBLIGATION TO REIMBURSE BAMBOOHR PAYROLL FOR ANY ABATEMENT OF A PENALTY AND INTEREST PAID BY BAMBOOHR PAYROLL ON BEHALF OF CLIENT, THE AGGREGATE LIABILITY OF EITHER PARTY TO THE OTHER PARTY WITH RESPECT TO THIS AGREEMENT IS LIMITED, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, TO AN AMOUNT EQUAL TO THE FEES COLLECTED BY BAMBOOHR PAYROLL FROM CLIENT PURSUANT TO THIS AGREEMENT IN THE SIX MONTHS PRECEDING THE EVENT FROM WHICH THE LIABILITY AROSE. Moreover, Client’s failure to comply with the terms of this Agreement releases BambooHR Payroll of its performance obligations under this Agreement, and Client will immediately become solely responsible for any tax or wage payments, penalties or claims.

8. All specifications, tapes and programs utilized or developed by BambooHR Payroll in connection with the Agreement (except those furnished by Client) are and shall remain the sole property of BambooHR Payroll, and Client agrees to maintain the confidentiality and protect the proprietary nature of all such information.

9. This Agreement shall be governed by the laws of the State of Utah, and any action brought by either party arising out of the Agreement, shall be brought only in the County of Salt Lake, State of Utah, and Client expressly consents to the jurisdiction and venue of each of such Courts, for any and all claims arising out of or based upon this Agreement. This Agreement constitutes the entire agreement between the parties and supersedes any prior agreement. This Agreement may be amended only in writing signed by both parties.

10. This Agreement will remain in effect as long as Client has an active subscription for the Service and may be terminated by either party, without cause, upon providing 30 days advance written notice to the other party and, for cause, with three (3) days’ advance written notice to the other party. Client must continue all payments covered by this Agreement until BambooHR Payroll ceases its performance hereunder. Notwithstanding the foregoing, BambooHR Payroll may immediately terminate this Agreement should Client funds be insufficient to cover the net payroll, related taxes, and/or processing fees in accordance with Section 6 or for any violations of Sections 4.1,4.5 or 13 of the BambooHR Terms of Service.

Contact Information.

If you have any questions about the Service or this Agreement, you may call us at 801-724-6600, email us at [email protected], or write to us at:

Bamboo HR LLC
BambooHR Payroll LLC
ATTN: Legal
335 South 560 West
Lindon, UT 84042-1911

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