AsureWorks™ Terms and Conditions

These AsureWorks™ Terms and Conditions (these “AsureWorks Terms”), together with the Terms of Service Agreement available at https://asuresoftware.com/about/terms (the “Universal Terms” and, together with these AsureWorks Terms, the “AsureWorks Agreement”), set forth the terms and conditions under which Asure Customer & IP HoldCo LLC (including any applicable affiliate, “Provider”) agrees to provide to User certain AsureWorks services and other related services as set forth on the applicable Sales Order (“AsureWorks” or “Services”).

These AsureWorks Terms are “Service Terms” under the Universal Terms. Capitalized terms used but not otherwise defined in these AsureWorks Terms shall have the meanings ascribed to such terms in the Universal Terms. The AsureWorks Agreement is a legally binding agreement between User and Provider. User is encouraged to read the AsureWorks Agreement carefully and to save a copy of it for User’s records. If User is agreeing to these AsureWorks Terms on behalf of a business or an individual other than User, User represents and warrants that User has authority to bind that business or other individual to the AsureWorks Agreement, and User’s agreement to these terms will also be treated as the agreement of such business or individual. In that event, “User” (as defined in the Universal Terms) also refers to that business or individual. By (i) executing the applicable Sales Order for AsureWorks, or (ii) accessing or using AsureWorks, User accepts the AsureWorks Agreement, and User agrees, effective as of the date of such action, to be bound by the AsureWorks Agreement.

AsureWorks Terms Governed by Universal Terms.

The terms and conditions of the Universal Terms agreed to in connection with the execution of the Sales Order, including but not limited to all representations, warranties, covenants, disclaimers, limitations on liability, agreements, and indemnities relating to the Services, are incorporated herein by reference, and User acknowledges and agrees that the representations, warranties, covenants, disclaimers, limitations on liability, agreements, and indemnities contained in the Universal Terms shall remain in full force and effect to the full extent provided therein.

In the event of any conflict or inconsistency between these AsureWorks Terms and the Universal Terms, these AsureWorks Terms shall control with respect to the provision of AsureWorks.

THE UNIVERSAL TERMS, AVAILABLE AT UNIVERSAL TERMS, CONTAIN IMPORTANT INFORMATION REGARDING LIMITATIONS OF PROVIDER’S LIABILITY, PROVIDER’S WARRANTY DISCLAIMERS, USER’S INDEMNIFICATION OBLIGATIONS, USER’S DUTY TO MITIGATE DAMAGES, THE LAW GOVERNING THE ASUREWORKS AGREEMENT, AND DISPUTE RESOLUTION PROCEDURES THEREUNDER.

Managed Services Framework.

AsureWorks is a managed services offering under which Provider acts as an extension of User’s workforce to perform designated payroll, human resources, and compliance functions on User’s behalf. The parties acknowledge that AsureWorks Services are distinguished from Provider’s self-service software offerings in that Provider, and not User, is responsible for performing the day-to-day operational tasks described in the applicable Sales Order and these AsureWorks Terms.

Scope of Managed Services. Provider shall perform the AsureWorks Services in a professional and workmanlike manner, consistent with applicable industry standards. The scope of the AsureWorks Services is limited to those functions expressly identified in the applicable Sales Order. Provider does not assume responsibility for functions, tasks, or determinations outside the defined scope of the AsureWorks Services, including any business, strategic, or legal decisions that remain the sole responsibility of User.

User Cooperation and Responsibilities. The quality and timeliness of Provider’s performance of the AsureWorks Services is dependent upon User’s cooperation and the accuracy of information and authorizations furnished by User. User shall: (i) provide Provider with all data, access, approvals, and other information reasonably required for Provider to perform the AsureWorks Services; (ii) ensure that all information provided to Provider is accurate, complete, and current; (iii) designate an authorized representative to serve as the primary point of contact with Provider; and (iv) respond to Provider’s reasonable requests within the timeframes specified in the applicable Sales Order or, where no timeframe is specified, within a commercially reasonable time. Provider shall not be liable for any failure to perform or delay in performance of the AsureWorks Services arising from User’s failure to fulfill these responsibilities.

Service Levels and Communication. Provider shall perform the AsureWorks Services in accordance with any service level commitments set forth in the applicable Sales Order. Provider will communicate with User’s designated representative regarding the status of ongoing tasks, any issues that may affect performance, and any items requiring User action or approval. Where no service level commitments are specified, Provider shall perform the AsureWorks Services within commercially reasonable timeframes.

Retention of Employer Responsibilities. Notwithstanding the managed services nature of AsureWorks, User retains all obligations as employer of record and all legal responsibilities associated therewith, including but not limited to compliance with applicable employment laws and regulations, maintenance of accurate employment records, and timely funding of payroll obligations. Provider’s performance of the AsureWorks Services does not constitute and shall not be construed as Provider assuming User’s status as employer or any associated legal liability, except to the extent expressly set forth in the applicable Sales Order or these AsureWorks Terms.

Changes to AsureWorks Services. Either party may request changes to the scope of the AsureWorks Services by submitting a written request to the other party. No change to the scope of AsureWorks Services shall be effective unless agreed to in writing by both parties, including through execution of an amended or supplemental Sales Order. Provider reserves the right to adjust fees in connection with any material increase in the scope of AsureWorks Services.

AsureWorks.

This Section sets forth descriptions of all of the AsureWorks Services provided by Provider. The specific AsureWorks Services that are being provided to User are set forth in the applicable Sales Order, along with any fees associated therewith.

Payroll. The Asure Payroll Service Terms (the “Payroll Terms”), available at Payroll Service Terms, are incorporated herein by reference and made a part of these AsureWorks Terms to the same extent as if fully set forth herein. In the event of any conflict between the Payroll Terms and these AsureWorks Terms, these AsureWorks Terms shall control.

ACA. The Asure ACA Service Terms (the “ACA Terms”), available at ACA Service Terms, are incorporated herein by reference and made a part of these AsureWorks Terms to the same extent as if fully set forth herein. In the event of any conflict between the ACA Terms and these AsureWorks Terms, these AsureWorks Terms shall control.

Time and Attendance. The Asure Lathem Time Service Terms (the “Lathem Time Terms”), available at Lathem Service Terms, are incorporated herein by reference and made a part of these AsureWorks Terms to the same extent as if fully set forth herein. In the event of any conflict between the Lathem Time Terms and these AsureWorks Terms, these AsureWorks Terms shall control.

Recruiting. The Asure Recruiting Service Terms (the “Recruiting Terms”), available at Recruiting Service Terms, are incorporated herein by reference and made a part of these AsureWorks Terms to the same extent as if fully set forth herein. In the event of any conflict between the Recruiting Terms and these AsureWorks Terms, these AsureWorks Terms shall control.

COBRA. The Asure COBRA Service Terms (the “COBRA Terms”), available at COBRA Service Terms, are incorporated herein by reference and made a part of these AsureWorks Terms to the same extent as if fully set forth herein. In the event of any conflict between the COBRA Terms and these AsureWorks Terms, these AsureWorks Terms shall control.

Reimbursement Plans. The Asure Benefits Reimbursement Plans Service Terms (the “Reimbursement Plans Terms”), available at Reimbursement Plan Service Terms, are incorporated herein by reference and made a part of these AsureWorks Terms to the same extent as if fully set forth herein. In the event of any conflict between the Reimbursement Plans Terms and these AsureWorks Terms, these AsureWorks Terms shall control.

HR Compliance. The Asure HR Compliance Service Terms (the “HR Compliance Terms”), available at HR Compliance Service Terms, are incorporated herein by reference and made a part of these AsureWorks Terms to the same extent as if fully set forth herein. In the event of any conflict between the HR Compliance Terms and these AsureWorks Terms, these AsureWorks Terms shall control.

AsurePay. The AsurePay Service Terms (the “AsurePay Terms”), available at AsurePay Service Terms, are incorporated herein by reference and made a part of these AsureWorks Terms to the same extent as if fully set forth herein. In the event of any conflict between the AsurePay Terms and these AsureWorks Terms, these AsureWorks Terms shall control.

Use of AsureWorks™.

Use of the Services. Provider will provide AsureWorks both virtually and remotely and will not be required to provide AsureWorks at the business locations of the User.

User Acknowledgements. User acknowledges that laws, regulations, and circumstances change rapidly, and that the AsureWorks Services are based on information available at the time of the User’s and/or its customer’s request. To ensure that Provider is providing the most up to date and current information available, it is each User’s obligation to actively engage in any ongoing projects and respond to requests for information or feedback within a reasonable time. If a User does not respond to a request for additional information, or does not provide any written questions, feedback, or requests for modification of any written materials provided by Provider within 14 days, Provider is authorized to designate the request as complete. Any additional work or modifications thereafter will require additional research and updates, will be deemed a new request, and may cause User to incur additional fees.

User acknowledges that any information provided by Provider through the AsureWorks Services is intended for User’s general use, does not constitute legal advice, and should only be used as a starting point. To the extent legal advice is required, User should consult with an attorney. User is ultimately responsible for its compliance with all federal, state, and local laws, and any citations, fines, penalties, or costs associated with noncompliance. Provider encourages Users to consult with attorneys or professionals in their jurisdiction with regards to employment or HR issues or questions specific to their organization and/or circumstances. Provider neither controls nor takes responsibility for any decisions made by User or User’s organization as to hiring, employment, advancement, termination, or compensation of any employee or contractor.

Optional Services. At the request of User, Provider may, from time to time, perform work outside of the scope defined in the Sales Order. This may cause an additional fee to be paid by the User to Provider, with the amount to be agreed upon by User and Provider. Provider agrees not to perform additional work or engage any consultants without first obtaining the approval of User.

Employment Relationship. Provider acknowledges and agrees that its authority is limited to the rendering of human resources consulting and making of suggestions to User and following User’s directives, and Provider disclaims any rights to exercise greater authority and control.

Disclaimer of Employment of User’s Employees. No person employed by User will be an employee of Provider, and Provider will have no liability for payment of their wages, payroll taxes, or other expenses of employment, for which User or the applicable User is solely responsible.

Disclaimer of Intent to Become Partners. Provider is an independent contractor and shall at no time have the power to bind User or to create any rights in favor of any person which User has not previously authorized in writing, and the relationship under the Agreement shall not create any form of legal association between Provider and User which would impose liability upon the other.