By electronically accepting the Software User Agreement (“Agreement”) and using Payroll Now by Integrity Data℠, our web-based and on-premises payroll software and all subsequent updates (collectively, the “Software”) as an integrated add-on to your existing Microsoft Dynamics 365 Business Central software (“D365”), you agree to this Agreement.  If you do not accept this Agreement then you may not use the Software.  The Agreement governs your use of the Software and the terms and conditions upon which Integrity Data, Inc. (“we,” “our,” or “us”) will provide the Software to you.  If you accept the Agreement on behalf of a business or entity (collectively, “you”), you are representing to us that you have authority to bind that business or entity to the Agreement and that the business or entity accepts and is bound by this Agreement as well. 
 
1. Use Rights.  We grant you a limited, nonexclusive license to use the Software solely to facilitate your collection of wage and payroll information about your employees and direct the payment of payroll taxes. The Software may be used by as many individual users as your current D365 license allows.  You may only use the Software according to this Agreement. If you are a service provider, we grant you the right to use the Software as a service bureau for the benefit of your clients (each a “Tenant”).  You acknowledge that we have the right to grant this license and that we reserve all rights in the Software that are not expressly granted in this Agreement.   2. Use Restrictions.  You will not, and you will not permit any third party to: (a) copy, reverse-engineer, sublicense, transfer, distribute, modify, translate, or publicly display the Software or any portion of it; (b) allow any unauthorized access or use of the Software; or (c) use the Software in violation of any applicable law.  We will terminate your right to use the Software with notice to you if you violate any material provision of the Agreement.      3. Using the Software.  In order to use the Software you must submit your tax information, employee wage and payroll information, and other information that taxing authorities require or that we request.  You have the sole responsibility to ensure that all such information entered into and created by the Software is accurate, reliable, complete, and does not violate this Agreement or any applicable laws.   
 
4. Your Representations and Warranties.  You are responsible for verifying the accuracy, timeliness, and completeness of any personal, wage, payroll or other information you or your employees provide or directly input into the Software or any other method.  We will not be liable for any penalty, interest or other liability that results from inaccurate or incomplete information you supply.  We are entitled to rely on the information you provide and we are not obligated to independently verify such information.  You represent and warrant to us that you have obtained all consents necessary to input the information required to provide into the Software, including consent to access your employees’ bank accounts to process direct deposits of payments and to debit overpayments and payment errors. 
 

 
 
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5. Account Debiting. You must have a designated linked, verified, ACH-enabled bank account. You authorize us and other authorized third parties to debit your linked bank account in the amounts necessary to (i) fund your direct deposits, (ii) pay any fees or charges associated with the Software subscription, (iii) pay your payroll taxes, and (iv) pay any debit, correction or reversing entry initiated. You will maintain a sufficient balance in your linked bank account to pay disbursements, fees, payroll taxes or any other amounts due at the time required. 
If you have insufficient funds in your linked bank account to pay amounts due at the time required, or if you refuse to pay, we may (i) refuse to pay any unremitted payroll taxes, and (ii) immediately freeze, suspend, or terminate your right to use and access the Software. 
Please be aware that you are responsible for the timely filing of tax returns and the timely payment of taxes for your employees, even if you have authorized us to file the returns and make the payments. 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. 
6. Consent to Use De-Identified Data.  You agree that we may collect and use data about how the Software is used but we will only collect and use de-identified data, without personal information about you or your employees and independent contractors, and aggregate it with use data from other users in order to identify use trends and to improve the Software as well as offer customized services or software to you.  You further acknowledge that since the Software is an add-on to your D365 online Software account and, as such, we do not store any information you input into the Software or that is created by the Software. 
 
7. Confidentiality.  We will hold all information that you furnish and that is produced by the Software in strict confidence.  However, we will not be liable if any such information is released through other sources.  We have implemented commercially reasonable safeguards to protect personal data entered into the Software about your employees from unlawful use and unauthorized disclosure.  Access to such sensitive personal data is limited to our personnel who have a need to access the data to perform tasks for us and who are legally obligated to protect that data.  We are not acting as a fiduciary for you.  Nothing in this Agreement or your use of the Software relieves you of your legal obligations under federal and state laws and regulations to retain records relating to the information you provide to us and input into the Software.  Once this Agreement is terminated, we will not hold or store any information you provided to us or input into the Software. 
 
8. Fees and Payment.  The Software is offered on a subscription basis and you agree to pay the monthly subscription fee and any applicable taxes arising from this Agreement.  If you obtained the Software through a reseller, payments will be made to the reseller and the remainder of this section does not apply so you.  You must pay the monthly subscription fee in advance via ACH or a credit card.   The subscription fee will be adjusted each month, if necessary, to reflect any increase in the number of active employees, based on each Tenant’s actual number of active employees for the prior billing period.  “Active employees” for each Tenant in a billing period are those that have at least one payroll transaction or that will receive a W-2 or for whom personal data was added within the Tenant environment in the Software.  For reporting 

 
 
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purposes, the number of active employees within each Tenant will be recorded as the average active employees in each billing period.   
 
9. Limited Warranty and Disclaimer.  We represent and warrant that we have authority to enter into the Agreement and offer the Software. WE DO NOT MAKE ANY OTHER REPRESENTATIONS OR PROVIDE ANY WARRANTIES FOR THE SOFTWARE, INCLUDING IMPLIED WARRANTIES OF NONINFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE (INCLUDING BUT NOT LIMITED TO ITS RELIABILITY, SUITABILITY, AVAILABILITY, OR COMPLETENESS) FOR THE SOFTWARE PROVIDED TO YOU UNDER THIS AGREEMENT.  YOU ARE RESPONSIBLE TO DETERMINE WHETHER THE SOFTWARE MEETS YOUR NEEDS AND WE ARE NOT PROVIDING ANY LEGAL, FINANCIAL, ACCOUNTING, TAX OR OTHER PROFESSIONAL ADVICE TO YOU BY PROVIDING THE SOFTWARE. 
 
10. Limitation of Liability.  WE AND OUR AFFILIATES, SUCCESSORS AND ASSIGNS, AND EACH OF THEIR RESPECTIVE OWNERS, DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS, SHALL NOT BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED  TO LOST PROFITS AND LOST DATA OR USE, ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OF THE SOFTWARE UNDER ANY THEORY OF LAW, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. IN NO EVENT WILL OUR TOTAL LIABILITY EXCEED THE AMOUNT YOU HAS PAID AS A SUBSCRIPTION FEE UNDER THE AGREEMENT IN THE 12 MONTHS IMMEDIATELY PRECEDING YOUR CLAIMED INCIDENT.     11. Indemnification.  You agree to indemnify and hold us and our agents, contractors, employees, and owners harmless from and against any liabilities, claims, disputes, demands, damages, losses, fines, judgments and costs (including reasonable attorneys’ fees that we incur) arising out of your use of the Software, or breach of the Agreement, or our reliance on information that you furnish to us or input into the Software.  We reserve the right to exclusively defend and/or settle any such claims against us, and you agree to reasonably cooperate as we request in the defense of any indemnified claims.  We will promptly provide you with notice of any claim for which we seek indemnification.    12. Termination.  You may terminate the Agreement and cancel your subscription to the Software with email notice to us. We may terminate the Agreement and cancel your subscription and suspend providing any related services to you, with notice to you if we determine that you have breached a material term of the Agreement or violated any law, rule, or regulation or if we suspect fraud, illegal activity or unauthorized access to the Software.    13. Remedies.  Our remedies are cumulative.  You acknowledge that breach of Sections 1 or 2 above will irreparably harm us so that we will be entitled to injunctive relief in addition to any and all other remedies at law that it may have under this Agreement. You agree to reimburse us for expenses we incur in enforcing the Agreement, including reasonable attorneys’ fees, arbitration costs and court costs, if any.  
 
14. Governing Law and Arbitration.  The Agreement shall be construed and governed under the substantive laws of the State of Illinois, without effect of conflict of laws provisions. Except for our right to seek injunctive relief to preserve the status quo or prevent irreparable harm, any other controversy or claim arising out of or relating to the Agreement that cannot be amicably resolved by the parties within 30 days of written notice shall be submitted to binding arbitration administered by ADR Systems before a single 

 
 
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arbitrator in Logan County, Illinois. The arbitration shall be heard and decided no later than 3 months after the notice of arbitration is filed with ADR Systems. The arbitrator shall hear and determine any preliminary issue of law asserted by a party to be dispositive of any claim, in whole or in part, in the manner of a court hearing a motion to dismiss for failure to state a claim or for summary judgment, pursuant to such terms and procedures as the arbitrators deem appropriate. No witness or party may be required to waive any privilege recognized under Illinois law. The hearing shall not last longer than 2 days unless all parties agree otherwise, with time to be divided equally between you and us. For good cause shown, the arbitrator may permit each side to serve no more than 15 document requests (including subparts) and 10 interrogatories (including subparts) on the opposing parties. For good cause shown, the arbitrator may permit each side to subpoena no more than 2 third-party witnesses for testimonial depositions if the witnesses cannot be compelled to attend the arbitration and no more than 2 current employees of each opposing party for testimonial depositions if the witnesses cannot be compelled to attend the arbitration. All discovery is otherwise governed by the Federal Rules of Civil Procedure and the precedents applicable to cases brought in the United States District Court for the Northern District of Illinois, Eastern Division. No other discovery shall be permitted except by written agreement of all parties. The parties and the arbitrator shall treat all aspects of the arbitration proceedings, including, without limitation, discovery, testimony and other evidence, briefs, and the award, as strictly confidential and not subject to disclosure to any third party or entity, other than to the parties, the arbitrator, and the ADR Systems. The arbitrator must give full effect to the applicable law and to all terms of the Agreement, and are specifically divested of any power to render decisions in derogation of applicable law and the Agreement.  The arbitrator will issue written findings of fact and conclusions of law, the arbitrator’s decision will be binding and conclusive upon all parties involved.  Judgment upon any decision of the arbitrator may be entered in the highest court of any forum, federal or state, having jurisdiction.    15. Amendment.   If we make a material amendment to the Agreement, we will notify you 30 days prior to the intended effective date of the amendment.  Notice of any proposed amendment will be provided at the time that you log into the Software.  You will be required to review and accept the new Agreement no later than 7 days after they are posted before the Software can be accessed again.  Each amendment will be effective when you accept the new Agreement.   
 
16. General Information.  If any provision in the Agreement is determined to be invalid or unenforceable by an arbitrator, Illinois court or by operation of law, we agree that provision will be deemed severable from the Agreement and it will not affect the validity of any remaining provisions.  If either party fails to require the other to perform any provision of the Agreement, it will in no way affect the respective rights of either party to enforce a previously waived provision and a waiver of any breach shall not be construed as a waiver of any succeeding breach or as a waiver or modification of the provision itself. All notices required or permitted under the Agreement shall be sufficient if sent by email, at the email address you provided in yours subscription registration, and to us at sales@integrity-data.com.  The Agreement cannot be modified without creating a record of our mutual Terms. You shall not assign this Agreement with our prior written consent.  We may assign this Agreement at any time in our sole discretion.  The following Sections survive the termination of the Agreement: 6, 8-14, and 16.