MASTER SERVICES AGREEMENT

GENERAL TERMS AND CONDITIONS

Last Updated: August 1st, 2025

Please read this Master Services Agreement (the “MSA”) carefully. This MSA governs Mason Software Inc.’s provision of software and services, and Customer’s (as defined below) use thereof, as set forth in an applicable Order Form (as defined below) executed between Mason Software, Inc. (“Mason” or “we”) and Customer. TOGETHER, THE MSA AND ANY APPLICABLE ORDER FORM(S) CONSTITUTE THE “AGREEMENT.” THE AGREEMENT IS EFFECTIVE AS OF THE ORDER FORM EFFECTIVE DATE (AS DEFINED AND SET FORTH IN THE INITIAL ORDER FORM) (“EFFECTIVE DATE”).

BY EXECUTING AN ORDER FORM THAT INCORPORATES THIS MSA BY REFERENCE, BY USING THE SERVICES, THE INDIVIDUAL OR ENTITY OBTAINING THE RIGHT TO ACCESS SUCH SERVICES (“CUSTOMER” or “YOU”) IS AGREEING TO BE BOUND BY AND IS A PARTY TO THIS AGREEMENT. IF THE INDIVIDUAL SIGNING THE ORDER FORM FOR CUSTOMER IS SIGNING ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, SUCH INDIVIDUAL REPRESENTS THAT HE OR SHE HAS THE AUTHORITY TO BIND THAT COMPANY OR OTHER LEGAL ENTITY. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS, YOU MAY NOT ACCESS OR USE THE SERVICES.

CERTAIN ASPECTS OF THE SERVICES ARE PROVIDED WITH OR OTHERWISE COMPATIBLE WITH CERTAIN SERVICES OWNED OR CONTROLLED BY THIRD PARTIES. YOUR USE OF THOSE THIRD-PARTY SERVICES WILL BE GOVERNED BY THOSE LICENSES, AND NOT THIS AGREEMENT.

YOU MAY NOT ACCESS THE SERVICES IF YOU (i) ARE A DIRECT COMPETITOR OF MASON,  OR (ii) PROVIDE ANY SERVICES TO ANY BUSINESS THAT COULD REASONABLY BE DEEMED COMPETITIVE TO MASON, EXCEPT WITH MASON’S PRIOR WRITTEN CONSENT. IN ADDITION, YOU MAY NOT ACCESS THE SERVICES FOR PURPOSES OF MONITORING THEIR AVAILABILITY, PERFORMANCE OR FUNCTIONALITY, OR FOR ANY OTHER BENCHMARKING OR COMPETITIVE PURPOSES.

1. DEFINITIONS. Capitalized terms will have the meanings set forth in this section, or in the section where they are first used.

“Access Protocols” means the passwords, access codes, technical specifications, connectivity standards or protocols, or other relevant procedures, as may be necessary to allow Customer or any Authorized Users to access the Mason Solution.

“Applicable Data Protection Laws” means any applicable US state laws, regulations, orders, or judgments issued by a governmental authority that govern the privacy, security, confidentiality, protection, Processing or transfer of Personal Data.

“Authorized User” means each of Customer’s employees, agents, and independent contractors who are authorized to access the Mason Solution pursuant to Customer’s rights under this Agreement.

“Mason Solution” means the software-as-a-service application identified in any Order Form that allows Authorized Users to access certain features and functions through a web interface or a digital application on any device.

“Customer Content” means any content and information provided or submitted by, or on behalf of, Customer or its Authorized Users for use with the Services.

“Documentation” means the technical materials provided by Mason to Customer, if any, in hard copy or electronic form describing the use and operation of the Mason Solution.

“Intellectual Property Rights” means any and all now known or hereafter existing (a) rights associated with works of authorship, including copyrights, mask work rights, and moral rights; (b) trademark or service mark rights; (c) trade secret rights; (d) patents, patent rights, and industrial property rights; (e) layout design rights, design rights, and other proprietary rights of every kind and nature other than trademarks, service marks, trade dress, and similar rights; and (f) all registrations, applications, renewals, extensions, or reissues of the foregoing, in each case in any jurisdiction throughout the world.

“Licensed Material” means results, reports, materials and documentation made available to Customer as part of the Services.

“Order Form” means an order form that is signed by both parties and references this Agreement.

“Personal Data” means any Customer Content, whether in electronic or paper-based form that constitutes “personal data,” “personal information,” or “personally identifiable information” or similar information governed by Applicable Data Protection Laws. For clarity, Personal Data does not include information pertaining to Customer’s business contacts and/or representatives who are Customer personnel where Mason has determined what information to collect and for what purposes.

“Processing” (including “Process”, “Processes”, “Processed”, and other variants of the term) means any operation or set of operations that is performed upon Personal Data, whether or not by automatic means, such as collection, collation, recording, organization, storage, adaptation or alteration, retrieval, consultation, analysis, interpretation, compilation, aggregation, use, disclosure by transmission, dissemination, viewing, copying, deleting, or otherwise making available, alignment or combination, blocking or erasure, or destruction.

“Professional Services” means professional services provided by Mason to Customer as described in any Order Form (as may be further elaborated in any SOW), including services relating to the Mason Solution and support, implementation, training, and on-boarding thereof.

“Services” means any services provided by Mason to Customer under this Agreement as set forth in an Order Form, including, but not limited to, provision of the Mason Solution and Professional Services.

2. PROVISION OF SERVICES.

2.1 Access. Subject to Customer’s payment of the fees set forth in the Order Form (“Fees”), Mason will provide Customer with access to the Mason Solution via a web browser. On or as soon as reasonably practicable after the Commencement Date, Mason will provide to Customer the necessary passwords, security protocols, and policies and network links or connections and Access Protocols to allow Customer and its Authorized Users to access the Mason Solution in accordance with the Access Protocols; provided that nothing herein will be construed to require Mason to provide, or bear any responsibility with respect to, any telecommunications or computer network hardware required by Customer or any Authorized User to access the Mason Solution from the Internet.

2.2 Support Services. Subject to the terms and conditions of this Agreement, Mason will exercise commercially reasonable efforts to (a) provide support for the use of the Mason Solution to Customer, and (b) keep the Mason Solution operational and available to Customer, in each case in accordance with its then-current standard policies and procedures.

2.3 Changes. Mason reserves the right, in its sole discretion, to make any changes to the Services that it deems necessary to maintain or enhance the quality or delivery of the Services to its customers, the competitive strength or market for the Services, the Services’ cost efficiency or performance, or to comply with applicable law; provided that it shall not materially reduce or modify the functionality of the Services provided under this Agreement.

3. INTELLECTUAL PROPERTY.

3.1 License Grant. Subject to the terms and conditions of this Agreement, Mason grants to Customer a non-exclusive, non-transferable (except as permitted under Section 14.5 (No Assignment)) license during the Term (as defined below), solely for Customer’s internal business purposes and in accordance with the limitations (if any) set forth in the Order Form, (a) to access and use the Mason Solution and in accordance with the Documentation; and (b) to use and reproduce a reasonable number of copies of the Documentation solely to support Customer’s use of the Mason Solution. Customer may permit any Authorized Users to access and use the features and functions of the Mason Solution as contemplated by this Agreement; provided Customer will be solely responsible for all acts or omissions of its Authorized Users with respect to the use of the Mason Solution.

3.2 Restrictions. Customer will not, and will not permit any Authorized User or other party to: (a) allow any third party to access the Mason Solution, Licensed Material or Documentation, except as expressly allowed herein; (b) modify, adapt, alter or translate the Mason Solution, Licensed Material or Documentation; (c) sublicense, lease, sell, resell, rent, loan, distribute, transfer or otherwise allow the use of the Mason Solution or Documentation for the benefit of any unauthorized third party; (d) reverse engineer, decompile, disassemble, or otherwise derive or determine or attempt to derive or determine the source code (or the underlying ideas, algorithms, structure or organization) of the Mason Solution, except as permitted by law; (e) interfere in any manner with the operation of the Mason Solution or the hardware and network used to operate the Mason Solution; (f) modify, copy or make derivative works based on any part of the Mason Solution or Documentation; (g) access or use the Mason Solution to build a similar or competitive product or service; (h) attempt to access the Mason Solution through any unapproved interface; or (i) otherwise use the Mason Solution, Licensed Material, or Documentation in any manner that exceeds the scope of use permitted under Section 3 (License Grant) or in a manner inconsistent with applicable law (including, without limitation, Applicable Data Protection Laws), the Documentation, or this Agreement. Customer will not remove, alter, or obscure any proprietary notices (including copyright and trademark notices) of Mason or its licensors on the Licensed Material or any copies thereof.

3.3 Ownership. The Mason Solution, Licensed Materials and Documentation, and all enhancements and improvements thereto, and worldwide Intellectual Property Rights in each of the foregoing, are the exclusive property of Mason and its suppliers. All rights in and to the Mason Solution and Documentation not expressly granted to Customer in this Agreement are reserved by Mason and its suppliers. Except as expressly set forth herein, no express or implied license or right of any kind is granted to Customer regarding the Mason Solution, Documentation, or any part thereof.

3.4 License to Licensed Material. Subject to the terms and conditions of this Agreement, Mason grants Customer a perpetual, royalty-free, fully-paid, nonexclusive, non-transferable (except as permitted under Section 14.5 (No Assignment)), non-sublicensable license to use the Licensed Material solely for Customer’s internal business purposes.

3.5 Open Source Software. Certain items of software may be provided to Customer with the Mason Solution and are subject to “open source” or “free software” licenses (“Open Source Software”). Some of the Open Source Software is owned by third parties. The Open Source Software is not subject to the terms and conditions of Sections 3.3 (Ownership) or 11 (Indemnification). Instead, each item of Open Source Software is licensed under the terms of the end-user license that accompanies such Open Source Software. Nothing in this Agreement limits Customer’s rights under, or grants Customer rights that supersede, the terms and conditions of any applicable end user license for the Open Source Software. If required by any license for particular Open Source Software, Mason makes such Open Source Software, and Mason’s modifications to that Open Source Software, available by written request at the notice address specified below.

3.6 Feedback. Customer hereby grants to Mason a royalty-free, worldwide, transferable, sublicensable, irrevocable, perpetual license to use or incorporate into the Services any suggestions, enhancement requests, recommendations or other feedback provided by Customer, including Authorized Users, relating to the Services. Mason will not identify Customer as the source of any such feedback.

3.7 Custom Deliverables. Any custom workflows, reports, configurations, scripts, integrations, exports, or other work product developed by Mason specifically for Customer (collectively, “Custom Deliverables”) shall be and remain the sole and exclusive property of Mason, regardless of whether such items were developed at Customer’s request or expense.Custom Deliverables are made available to Customer solely as part of the Mason Solution during the Term and solely in accordance with the license granted under this Agreement. Upon expiration or termination of this Agreement or the associated Order Form, Customer shall have no further rights to access, use, or retain any Custom Deliverables.

4. FEES AND EXPENSES; PAYMENTS.
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4.1 Fees. In consideration for the access rights granted to Customer and the Services performed by Mason under this Agreement, Customer will pay to Mason the Fees. Except as otherwise provided in the Order Form, all Fees are billed monthly and due and payable within fifteen (15) days of the date of the invoice. Mason reserves the right to modify the Fees payable hereunder upon written notice to Customer at least sixty (60) days prior to the end of the then-current term. Mason will be reimbursed only for expenses that are expressly provided for in an Order Form or SOW or that have been approved in advance in writing by Customer, provided Mason has furnished such documentation for authorized expenses as Customer may reasonably request. Mason reserves the right (in addition to any other rights or remedies Mason may have) to discontinue the Mason Solution and suspend all Authorized Users’ and Customer’s access to the Services if any Fees are more than thirty (30) days overdue until such amounts are paid in full. Customer will maintain complete, accurate and up-to-date Customer billing and contact information at all times. Except as provided in an Order Form, fees are not refundable.

4.2 Payment Processing. From time to time Mason may use certain third parties (including Finix) to provide payment services (e.g., card acceptance, merchant settlement and related services)
(“Payment Processors”). By selecting certain billing and/or payments features, Customer agrees to comply with the terms and conditions and policies of the Payment Processors used by Mason (including those contained here: https://finix.com/terms-and-policies), and hereby consents and authorizes Mason to share any information and payment instructions provided herein with Payment Processors to the minimum extent required to complete Customer’s transactions hereunder.

4.3 Taxes. The Fees are exclusive of all applicable sales, use, value-added and other taxes, and all applicable duties, tariffs, assessments, export and import fees, or other similar charges, and Customer will be responsible for payment of all such taxes (other than taxes based on Mason’s income), fees, duties, and charges and any related penalties and interest, arising from the payment of the fees, the provision of the Services, or the license of the Mason Solution to Customer. Customer will make all payments of Fees to Mason free and clear of, and without reduction for, any withholding taxes; any such taxes imposed on payments of Fees to Mason will be Customer’s sole responsibility, and Customer will provide Mason with official receipts issued by the appropriate taxing authority, or such other evidence as the Mason may reasonably request, to establish that such taxes have been paid.

4.4 Interest. Any amounts not paid when due will bear interest at the rate of one and one half percent (1.5%) per month, or the maximum legal rate if less, from the due date until paid.

5. CUSTOMER CONTENT AND RESPONSIBILITIES.

5.1 License; Ownership. Customer is solely responsible for any and all obligations with respect to the accuracy, quality and legality of Customer Content. Customer will obtain all third party licenses, consents and permissions needed for Mason to collect, access, use, and otherwise Process the Customer Content to provide the Services. Without limiting the foregoing, Customer will be solely responsible for providing all notices to, and obtaining from, third parties, including, without limitations its customers, all necessary rights and consents for Mason to use the Customer Content for the purposes set forth in this Agreement (including, without limitation, all notices and consents required under Applicable Data Protection Laws). Customer grants Mason a non-exclusive, worldwide, royalty-free and fully paid license during the Term (a) to use the Customer Content as necessary for purposes of providing and improving the Services, (b) to use the Customer trademarks, service marks, and logos as required to provide the Services, or in promotional materials marketing websites and the like, and (c) derive aggregated, de-identified and/or anonymized data from Customer Content (“Derived Data”). Mason will be the sole owner of all such Derived Data and will have the right to use such Derived Data for any lawful business purpose. The Customer Content, and all worldwide Intellectual Property Rights in it, is the exclusive property of Customer. All rights in and to the Customer Content not expressly granted to Mason in this Agreement are reserved by Customer.

5.2 Customer Warranty. Customer represents and warrants that any Customer Content will not (a) infringe any copyright, trademark, or patent; (b) misappropriate any trade secret; (c) be deceptive, defamatory, obscene, pornographic or unlawful; (d) contain any viruses, worms or other malicious computer programming codes intended to damage Mason’s system or data; and (e) otherwise violate the rights of a third party. Mason is not obligated to back up any Customer Content; the Customer is solely responsible for creating backup copies of any Customer Content at Customer’s sole cost and expense. Customer agrees that any use of the Mason Solution contrary to or in violation of the representations and warranties of Customer in this Section 5.2 Customer Warranty) constitutes unauthorized and improper use of the Mason Solution.

5.3 Customer Responsibility for Data and Security. Customer and its Authorized Users will have access to the Customer Content and will be responsible for all changes to and/or deletions of Customer Content and the security of all passwords and other Access Protocols required in order the access the Mason Solution. Customer will have the ability to export its own Customer Content out of the Mason Solution and is encouraged to make its own back-ups of the Customer Content. Customer will have the sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of all Customer Content.

5.4 Customer Responsibility for Operating its Own Business. Customer acknowledges that it, and not Mason, is responsible for operating Customer’s own business, including with respect to obtaining all licenses, permits and other governmental registrations to enable its use of the Services. The Mason Solution is not intended to be used as advice as to whether to engage in any particular transaction.

6. PROFESSIONAL SERVICES.

Where the parties have agreed to Mason’s provision of Professional Services, the details of such Professional Services will be set out in an Order Form or a mutually executed statement of work (“SOW”). The Order Form or SOW, as applicable, will include: (a) a description of the Professional Services; (b) the schedule for the performance of the Professional Services; and (c) the Fees applicable for the performance of the Professional Services. Each Order Form or SOW, as applicable, will incorporate the terms and conditions of this Agreement. To the extent that a conflict arises between the terms and conditions of an Order Form or SOW and the terms of this Agreement, the terms and conditions of this Agreement will govern, except to the extent that the Order Form or SOW, as applicable, expressly states that it supersedes specific language in the Agreement.

7. DATA SECURITY; PRIVACY.

7.1 Data Security. During the Term, Mason will maintain commercially reasonable safeguards and procedures designed to prevent the authorized use or disclosure of Personal Data (“Data Safeguards”). During the Term, Mason will maintain commercially reasonable physical, administrative and technical security measures designed to maintain the availability, integrity and confidentiality of Personal Data.

7.2 Privacy. Without limiting Customer’s obligations under Sections 2 (Provision of Services), and 3 (Intellectual Property), each party shall comply with all Applicable Data Protection Laws in the performance of their respective obligations under this Agreement with respect to the Processing of Personal Data. The sale, retention, use or disclosure of Personal Data shall be governed by this Agreement and, as applicable, Mason’s Privacy Policy, as in effect from time to time, and located at www.Mason-HR.com/privacy-policy.

7.3 Additional Agreements. To the extent that Mason or Customer reasonably determine that Applicable Data Protection Laws require the parties to execute any additional agreements governing Personal Data, the parties agree to negotiate in good faith with respect to such additional agreements.

8. DISCLAIMER. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES, LICENSED MATERIAL AND DOCUMENTATION ARE PROVIDED “AS IS,” WITHOUT ANY CONDITION OR WARRANTY WHATSOEVER. THE ENTIRE RISK ASSOCIATED WITH THE USE OF THE SERVICES RESIDES WITH CUSTOMER. MASON EXPRESSLY DISCLAIMS ALL OTHER REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION, ANY WARRANTIES OF TITLE, NON-INFRINGEMENT, NON-INTERFERENCE AND/OR QUIET ENJOYMENT, SYSTEM INTEGRATION, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND DATA ACCURACY. MASON DOES NOT WARRANT THAT OPERATION OF THE MASON SOLUTION WILL BE UNINTERRUPTED OR ERROR-FREE.

9. LIMITATION OF LIABILITY

9.1 Types of Damages. IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, REGARDLESS OF THE NATURE OF THE CLAIM, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, COSTS OF DELAY, ANY FAILURE OF DELIVERY, BUSINESS INTERRUPTION, COSTS OF LOST OR DAMAGED DATA OR DOCUMENTATION, OR LIABILITIES TO THIRD PARTIES ARISING FROM ANY SOURCE, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION UPON DAMAGES AND CLAIMS IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVE.

9.2 Amount of Damages. THE MAXIMUM LIABILITY OF EITHER PARTY ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT WILL NOT EXCEED THE FEES PAID BY CUSTOMER TO MASON DURING THE TWELVE (12) MONTHS PRECEDING THE ACT, OMISSION OR OCCURRENCE GIVING RISE TO SUCH LIABILITY. IN NO EVENT WILL MASON’S SUPPLIERS HAVE ANY LIABILITY ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT.

9.3 Basis of the Bargain. The parties agree that the limitations of liability set forth in this Section 9 (Limitation of Liability) will survive and continue in full force and effect despite any failure of consideration or of an exclusive remedy. The parties acknowledge that the prices have been set and the Agreement entered into in reliance upon these limitations of liability and that all such limitations form an essential basis of the bargain between the parties.

10. CONFIDENTIALITY.

10.1 Confidential Information. “Confidential Information” means any nonpublic information of a party (the “Disclosing Party”), whether disclosed orally or in written or digital media, that is identified as “confidential” or with a similar legend at the time of such disclosure or that the receiving party (the “Receiving Party”) knows or should have known is the confidential or proprietary information of the Disclosing Party. The Services, Documentation, and all enhancements and improvements thereto will be considered Confidential Information of Mason.

10.2 Protection of Confidential Information. The Receiving Party agrees that it will not use or disclose to any third party any Confidential Information of the Disclosing Party, except as expressly permitted under this Agreement. The Receiving Party will limit access to the Confidential Information to Authorized Users (with respect to Customer) or to those employees who have a need to know, who have confidentiality obligations no less restrictive than those set forth herein, and who have been informed of the confidential nature of such information (with respect to Mason). In addition, the Receiving Party will protect the Disclosing Party’s Confidential Information from unauthorized use, access, or disclosure in the same manner that it protects its own proprietary information of a similar nature, but in no event with less than reasonable care. At the Disclosing Party’s request or upon termination or expiration of this Agreement, the Receiving Party will return to the Disclosing Party or destroy (or permanently erase in the case of electronic files) all copies of the Confidential Information that the Receiving Party does not have a continuing right to use under this Agreement, and the Receiving Party will, upon request, certify to the Disclosing Party its compliance with this sentence.

10.3 Exceptions. The confidentiality obligations set forth in Section 10.2 (Protection of Confidential Information) will not apply to any information that (a) is at the time of disclosure or becomes generally available to the public through no fault of the Receiving Party; (b) is lawfully provided to the Receiving Party by a third party free of any confidentiality duties or obligations; (c) was already known to the Receiving Party at the time of disclosure free of any confidentiality duties or obligations; or (d) the Receiving Party can demonstrate, by clear and convincing evidence, was independently developed by employees and contractors of the Receiving Party who had no access to the Confidential Information. In addition, the Receiving Party may disclose Confidential Information to the extent that such disclosure is necessary for the Receiving Party to enforce its rights under this Agreement or is required by law or by the order of a court or similar judicial or administrative body, provided that (to the extent legally permissible) the Receiving Party promptly notifies the Disclosing Party in writing of such required disclosure and cooperates with the Disclosing Party if the Disclosing Party seeks an appropriate protective order.

11. INDEMNIFICATION.

11.1 By Customer. Customer will defend at its expense any suit brought against Mason, and will pay any settlement Customer makes or approves, or any damages finally awarded in such suit, insofar as such suit is based on a claim arising out of or relating to (a) an Exclusion, (b) Customer’s breach or alleged breach of Sections 5.2 (Customer Warranty) or 14.6 (Compliance with Law); or (c) claims for bodily injury or damage to physical property, to the extent (i) alleged to be caused by Customer’s or any other party’s use of the Mason Solution; or (ii) caused by the acts or omissions of Customer, its employees, officers or agents. This section states the sole and exclusive remedy of Mason and the entire liability of Customer, or any of the officers, directors, employees, shareholders, contractors or representatives of the foregoing, for the claims and actions described herein.

11.2 Procedure. The indemnifying party’s obligations as set forth above are expressly conditioned upon each of the foregoing: (a) the indemnified party will promptly notify the indemnifying party in writing of any threatened or actual claim or suit; (b) the indemnifying party will have sole control of the defense or settlement of any claim or suit; and (c) the indemnified party will cooperate with the indemnifying party to facilitate the settlement or defense of any claim or suit.


12 TERMS AND CONDITIONS OF PAYROLL SERVICES:

12.1  “Payroll Information” means: all data or instructions necessary for Mason to calculate tax payments and gross and net pay amounts, make applicable payments, create and file applicable reports and returns, execute special handling requests, or otherwise completely and accurately perform Services. For avoidance of doubt, Payroll Information may include, but shall not be limited to, the completion of Required Documentation(as defined below), pay rates, hours worked, union/prevailing wage setup, garnishment obligations, deduction amounts, applicable insurance information, benefits, employer identification numbers, tax withholding rates, tax jurisdictions, account information for payments, Worker names and identification information, Worker status and any other information required for Payroll Processing, Payroll Tax Processing and other Services.

12.2.  “Payroll Obligations” means: amounts payable by Customer to its Workers or in respect of its Workers which are to be administered by Mason pursuant to the Order Form. Payroll Obligations shall be specifically identified in Required Documentation (as defined below) and such other Payroll Information as Customer delivers to Mason from time to time in writing so long as this Payroll Information falls under Services provided by Mason. Generally, Payroll Obligations will include payroll rate of pay, wages, salaries and earnings (whether paid by direct deposit or by check), payroll taxes, and other amounts that may be routinely withheld and paid to third parties, such as child support payments and other miscellaneous deductions. Payroll Information must be acknowledged and accepted by Mason to become Payroll Obligations subject to administration under the Order Form.
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12.3.  “Payroll Processing” means: administering Customer’s payroll for W2 employees and 1099 contractors as identified from time to time by Customer in Payroll Information delivered to and accepted by Mason. Payroll Processing may include, but not necessarily be limited to, the computation of wages, salaries, earnings, payroll taxes, tax withholdings, union earnings, union deductions, miscellaneous deductions, prevailing wage data, garnishment obligations, workers’ compensation, applicable insurance information, benefits, child support and other miscellaneous deductions as well as payment to Customer’s Workers by direct deposit or check. Payroll Processing, if mutually agreed upon by Mason and Customer, may include “Data Entry Services” provided by Mason and its affiliates. These Data Entry Services may include Mason and its affiliates entering some, but not necessarily all, of Payroll Information necessary for Payroll Processing. For example, Mason may agree to enter only certain employee data for Customer, while Customer may be responsible for the entry of all other Payroll Information, such as detailed employee data and jobs.

12.4.  “Payroll Processing Date” means: the mandatory deadline communicated by Mason to Customer in writing, for submitting all required and pertinent information for processing payroll, prior to each of Client’s Scheduled Payroll Dates. Payroll Information and Payroll Obligations must be submitted by Payroll Processing Date.

12.5.  "Payroll Tax Processing" means: depositing for Customer payroll taxes as required by applicable law and preparing payroll tax returns as required by the taxing authorities to which payroll taxes are remitted, providing Customer with a quarterly reconciliation report of funds transferred to taxing authorities in respect of Customer’s payroll taxes, and maintaining records of Customer's tax account(s) solely during the term of the Order Form. Only to the extent that funds actually transfer from Customer to Mason and affiliates, shall Mason and its affiliates remit payroll taxes from the funds of Customer held by Mason and its affiliates for that purpose or from other funds of Customer lawfully available to Mason and its affiliates. Mason and its affiliates will be entitled to receive and retain as earnings all net income generated on any funds held by Mason and its affiliates on behalf of Customer.

12.6.  “Scheduled Payroll Date” means: the check or direct deposit date.

12.7.  Required Documentation and Payroll Information:

With the signing of an Order Form, Mason will prepare for Customer a Customer Onboarding Pack including various forms and questionnaires needed by Mason and its affiliates to commence Services (collectively, “Required Documentation”). Mason reserves the right to expand the definition of Required Documentation at anytime, as needed and in Mason’s sole discretion. In connection with Payroll Tax Processing Services, Customer shall provide all previous payroll, tax, deposit, return history and any other information requested by Mason to successfully perform all Services. Where required, all forms shall be executed by an authorized representative of Customer. From time to time, Mason may request additional information and/or documentation as Mason determines necessary or useful for performing Services, all of which shall constitute “Required Documentation”. Customer shall be responsible for verifying all employee-specific Payroll Information prior to providing such information to Mason prior to processing of any payroll by Mason. Customer shall notify Mason promptly in writing of any changes or corrections to employee-specific Payroll Information. Customer shall also notify Mason promptly in writing of any additions, deletions and other changes to Payroll Information, with reasonable notice period prior to any scheduled payroll processing date.

Customer represents and warrants that all information provided by Customer to Mason in connection with Services is (and will be when provided) accurate and complete. Customer acknowledges and agrees that each time it submits information in connection with Services, the delivery of such information shall constitute Customer’s representation, warranty and agreement that: (a) Customer has reviewed and verified that all Worker, Payroll Information and Required Documentation is accurate and complete, (b) Customer has executed (where execution is called for) and provided accurate information in a timely manner in accordance with any Mason request for Payroll Information and Required Documentation, (c) Mason will not and shall have no obligation to verify independently the accuracy or completeness of any Payroll Information or Required Documentation provided by Customer, and (d) Customer waives and releases Mason from any claim Customer or any of Customer’s employees may otherwise have against Mason arising out of any errors in Payroll Information or Required Documentation that Customer has not itself corrected or has not requested in writing that Mason correct. If Mason provides Data Entry Services to Customer, Customer will be required to submit all information and data in a format or manner acceptable to Mason and within a mandatory timeframe that is declared in writing by Mason.

In the event Customer discovers any errors in Payroll Information, Customer shall notify Mason immediately, and Mason and Customer shall cooperate to correct such errors prior to the delivery of checks or electronic funds transfers, if feasible, or as expeditiously as possible thereafter. Customer shall be solely responsible for payment of any fees or charges (such as stop-payment charges or fees for additional electronic funds transfers) incurred as a result of errors in Payroll Information. Mason reserves the right to charge Customer per-event fees for any changes submitted to Mason. With respect to Payroll Information needed by Mason to administer payroll and payroll taxes, in the event Customer fails to provide such information to Mason in a timely manner prior to Payroll Processing Date, Mason and its affiliates may (a) opt not to file the affected payroll tax return(s)and opt not to remit the affected payroll taxes, in which case such filing and remittance(including any penalties, interest, or other liability) shall become the sole responsibility of Customer or (b) opt to postpone filing and remittance until such time as Customer has provided such information, in which case Mason and its affiliates may charge Customer per-event fees and any applicable penalties, interest or other liabilities resulting from such postponement. If there are any unresolved issues or questions with respect to Payroll Information or Required Documentation requested by Mason or submitted by Customer when payroll taxes become due, Mason and its affiliates may opt not to pay payroll taxes or file payroll tax returns until such issues or questions are resolved.

Customer acknowledges and agrees that it shall defend, indemnify and hold Mason, its officers, employees and agents, and affiliates harmless from any claim, liability, loss and expense (including, without limitation, reasonable attorneys’ fees) asserted against Mason and its affiliates in connection in anyway with Services (including Data Entry Services) relating to Required Documentation and Payroll Information.

12.8.  Liability; Disclaimer; Indemnification; Limitation of Liability for Actions, Inactions or Omissions by Financial Services Institutions

12.8.1. Customer acknowledges and agrees that all Services rendered by Mason under the terms of the Order Form shall be based upon Required Documentation and Payroll Information furnished by Customer. Without limiting anything contained herein, Customer shall defend, indemnify and hold Mason, its officers, employees and agents, harmless from any claim, liability, loss and expense (including, without limitation, reasonable attorneys’ fees) asserted against Mason in connection with Services arising out of the use of information furnished by Customer or any other conduct, error or omission of Customer in connection with its business or employees. Mason shall perform Services in a professional manner using the same degree of care that a prudent business person would use to administer its payroll processes. Mason does not warrant or represent that Services will be error-free or that omissions will not occur. If Mason provides Data Entry Services to Customer, it will be the sole responsibility of Customer to review and accept all Payroll Information entered by Mason, and Customer agrees to wholly and entirely hold harmless Mason for any errors or omissions that may occur with respect to Data Entry Services. Any Payroll Information entered by Mason as part of Data Entry Services will be treated as if Customer had entered and submitted the Payroll Information on its own. In the event that any error or omission is discovered by Customer as a result of the performance of Services by Mason, Mason shall correct such error or omission as expeditiously as possible after it is identified. In the event of a failure or delay in paying payroll taxes attributable solely to an error or omission of Mason identified by Customer, Mason shall also pay interest and penalties, if any, assessed by any taxing authority, and Mason’s liability shall be solely limited to these payment(s). Mason shall not be held liable for the payment of interest or penalties attributable to any error or omission arising out of Mason’s performance of Services that are not discovered by Customer as part of its requisite review and acceptance procedure. Customer acknowledges and agrees that the correction of errors and omissions and the payment of interest and penalties in the limited circumstances described herein are the exclusive remedies and sole liability of Mason arising from Services and that Mason shall assume no further obligation to Customer or any other person affected by Mason’s performance of Services.

WITH RESPECT TO PAYROLL PROCESSING SERVICES SPECIFICALLY, IN NO EVENT SHALL MASON BE LIABLE TO CUSTOMER OR ANY OTHER PERSON IN CONNECTION WITH THIS AGREEMENT OR SERVICES FOR CONSEQUENTIAL, SPECIAL, PUNITIVE OR INDIRECT DAMAGES REGARDLESS OF THE THEORY ON WHICH ANY CLAIM FOR SUCH DAMAGES MAY BE ASSERTED AND REGARDLESS OF WHETHER MASON KNEW OR SHOULD HAVE KNOWN OF THE LIKELIHOOD OF SUCH DAMAGES. EXCEPT AS EXPRESSLY PROVIDED IN THE PRECEDING PARAGRAPH, MASON MAKES NO WARRANTY, EXPRESS OR IMPLIED, ABOUT SERVICES.

12.8.2. Customer acknowledges and agrees that Mason is not a CPA, accountant, financial advisor or employee benefits counselor and that Mason is not providing professional advice to Customer. Mason is providing ministerial services for Customer for a fee. Customer is solely responsible for seeking the advice of accountants and such other professional advisors as Customer determines necessary and appropriate with respect to its accounting, payroll and tax matters.

12.8.3. Customer further acknowledges and agrees that Mason is not a Financial Services Institution (as defined further below) but that in order to perform Services, use of one or more Financial Services Institutions may be necessary. Customer understands the risks involved and associated with transactions that occur or may occur with, by and/or between Financial Services Institutions and expressly agrees that Mason shall have no liability whatsoever (including, without limitation, any loss of monies, funding or deposits of any kind from Customer) that results from the actions, inactions, or omissions (specifically including, without limitation, a complete shut-down and cessation of services) of any Financial Services Institution. 

12.8.4. Mason shall not be liable in any way if Services cannot be performed completely or accurately due to unforeseen circumstances or causes beyond the reasonable control of Mason, including, without limitation, failure or interruption of internet service, hardware, a hosting server and/or a third-party hosting server where Customer’s Payroll Information and other information required for Payroll Processing, Payroll Tax Processing and other Services will be processed and stored, or any other infrastructure used with Services; failure and/or closure of any bank, savings and loan, credit union or other financial services institution of any kind or nature (collectively, a “Financial Services Institution”); the interruption of services for any reason whatsoever by a Financial Services Institution or a hosting service; power outages; acts of God; war; riot; embargoes; acts of civil or military authorities; fire; floods; accidents; strikes; and shortages of transportation, facilities, fuel, energy, labor or materials (each circumstance independently and individually and not exclusively a “Force Majeure Event”). If a Force Majeure Event occurs, Mason may defer Services for a period equal to the time such Force Majeure Event continues. Mason shall notify Customer promptly of any Force Majeure Event likely to impact Services, and Customer may make other arrangements for its payroll while Force Majeure Event continues. Force Majeure Events shall not extend Customer’s obligation to pay for Services rendered by Mason.


13 TERM AND TERMINATION.

13.1 Term. This Agreement will begin on the Order Form Effective Date and continue in full force and effect as long as any Order Form remains in effect, unless earlier terminated in accordance with this Agreement (the “Term”). Unless otherwise stated in the applicable Order Form, the term of an Order Form will begin on the Commencement Date set forth in the Order Form and continue in full force and effect for one (1) year, unless earlier terminated in accordance with this Agreement. Thereafter, the Order Form will automatically renew for additional terms of one (1) year unless either party gives written notice of non-renewal to the other party at least sixty (60) days prior to the expiration of the then-current term.

13.2 Termination for Breach. Either party may terminate this Agreement immediately upon notice to the other party if the other party materially breaches this Agreement, and such breach remains uncured more than thirty (30) days after receipt of written notice of such breach.

13.3 Effect of Termination. Upon termination or expiration of this Agreement for any reason: (a) all licenses granted hereunder will immediately terminate; (b) promptly after the effective date of termination or expiration, each party will comply with the obligations to return all Confidential Information of the other party, as set forth in Section 10 (Confidentiality); and (c) any amounts owed to Mason under this Agreement will become immediately due and payable. Sections 1 (Definitions), 3.2 (Restrictions), 3.3 (Ownership), 3.5 (Open Source Software), 4 (Fees and Expenses; Payments), 8 (Disclaimer), 9 (Limitation of Liability), 10 (Confidentiality), 11 (Indemnification), 13.2 (Termination for Breach), 13.3 (Effect of Termination), and 14 (Miscellaneous) will survive expiration or termination of this Agreement for any reason.

13.4 Data Extraction. For thirty (30) days after the end of the Term, as applicable, Mason will make Customer Content available to Customer through the Mason Solution on a limited basis solely for purposes of Customer retrieving Customer Content, unless Mason is instructed by Customer to delete such data before that period expires. After such period, Mason will discontinue all use of Customer Content and destroy all copies of Customer Content in its possession.

14. MISCELLANEOUS.

14.1 Governing Law and Venue. This Agreement and any action related thereto will be governed and interpreted by and under the laws of the State of Delaware, without giving effect to any conflicts of laws principles that require the application of the law of a different jurisdiction. Customer hereby expressly consents to the personal jurisdiction and venue in the state and federal courts for New Castle County, Delaware for any lawsuit filed there against Customer by Mason arising from or related to this Agreement. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.

14.2 Export. Customer agrees not to export, reexport, or transfer, directly or indirectly, any U.S. technical data acquired from Mason, or any products utilizing such data, in violation of the United States export laws or regulations.

14.3 Severability. If any provision of this Agreement is, for any reason, held to be invalid or unenforceable, the other provisions of this Agreement will remain enforceable and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.

14.4 Waiver. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.

14.5 No Assignment. Neither party will assign, subcontract, delegate, or otherwise transfer this Agreement, or its rights and obligations herein, without obtaining the prior written consent of the other party, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void; provided, however, that either party may assign this Agreement in connection with a merger, acquisition, reorganization or sale of all or substantially all of its assets, or other operation of law, without any consent of the other party. The terms of this Agreement will be binding upon the parties and their respective successors and permitted assigns.

14.6 Compliance with Law. Customer will, and will ensure that all Authorized Users, always comply with all foreign and domestic laws, ordinances, regulations, and statutes that are applicable to its and their purchase and use of the Services, Licensed Material and Documentation.

14.7 Force Majeure. Any delay in the performance of any duties or obligations of either party (except the payment of Fees owed) will not be considered a breach of this Agreement if such delay is caused by a labor dispute, shortage of materials, fire, earthquake, flood, or any other event beyond the control of such party, provided that such party uses reasonable efforts, under the circumstances, to notify the other party of the cause of such delay and to resume performance as soon as possible.

14.8 Independent Contractors. Customer’s relationship to Mason is that of an independent contractor, and neither party is an agent or partner of the other. Customer will not have, and will not represent to any third party that it has, any authority to act on behalf of Mason.

14.9 Notices. All notices required or permitted under this agreement must be delivered in writing, if to Mason, by emailing hello@Mason-HR.com and if to Customer by emailing the Customer Point of Contact email address listed on the Cover Page, provided, however, that with respect to any notices relating to breaches of this agreement or termination, a copy of such notice will also be sent in writing to the other party at the address listed on the Cover Page by courier, by certified or registered mail (postage prepaid and return receipt requested), or by a nationally-recognized express mail service. Each party may change its email address and/or address for receipt of notice by giving notice of such change to the other party.

14.10 Entire Agreement. This Agreement is the final, complete and exclusive agreement of the parties with respect to the subject matters hereof and supersedes and merges all prior discussions between the parties with respect to such subject matters. No modification of or amendment to this Agreement, or any waiver of any rights under this Agreement, will be effective unless in writing and signed by an authorized signatory of Mason.