TIP HAUS INC.

END USER TERMS AND SAAS AGREEMENT

 

1. SERVICES AND SUPPORT
a. Access. Subject to the terms of this Agreement, Company hereby grants Customer,
and each user authorized by Customer (“Authorized User”), a non-exclusive, non-
transferable right to access and use the Services as set forth in Attachment A, during
the Term, as defined further below. As part of the registration process, Customer
will identify an administrative username and password for Customer’s company
account, and each Authorized User will identify a separate administrative username
and password for such Authorized User’s user account. Each Authorized User shall
accept the end user terms and conditions as prompted by the registration process
(“End User Terms”) prior to accessing the Services.


b. Support. Company has and will retain sole control over the operation, provision,
maintenance, and management of the Services. Subject to the terms hereof,
Company will provide Customer with reasonable technical support services as
follows (collectively, the “Support Services”):


i. Support Availability. Support Services will be provided via telephone, e-mail,
and/or screen share assistance, as necessary, Monday through Friday from
9am Pacific Standard Time to 5pm Pacific Standard Time, excluding U.S.
federal holidays.


ii. Service Levels. Support Services will be provided in accordance with the
following “Service Levels” based on the Severity Level of the support issue (as
defined below in subsection (iii)):


1. Severity Level A: Response within 3 Hours
2. Severity Level B: Response within 24 Hours
3. Severity Level C: Response within 48 Hours
iii. Severity Levels. Severity levels are defined as follows (“Severity Levels”):


1. Severity Level A: A technical issue with the Service is preventing the
timely payout of wages to Customer employees and falling within 48
hours of when payroll is due.

2. Severity Level B: Issues relating to the Customer dashboard.


3. Severity Level C: Issues relating to the employee portal and all other
issues.

c. Reservation of Rights. Company may, directly or indirectly, and by use of any lawful
means, suspend, terminate, or otherwise deny Customer's access to or use of all or
any part of the Services without incurring any resulting obligation or liability, if: (a)
Company receives a judicial or other governmental demand or order, subpoena, or
law enforcement request that expressly or by reasonable implication requires
Company to do so; or (b) Company believes, in its sole discretion, that: (i) Customer
has failed to comply with any term of this Agreement, including payment
obligations, or accessed or used the Services beyond the scope of the rights granted
or for a purpose not authorized under this Agreement or in any manner that does
not comply with any instruction or requirement related to the Services; (ii) Customer
is, has been, or is likely to be involved in any fraudulent, misleading, or unlawful
activities relating to or in connection with any of the Services; or (iii) this Agreement
is terminated. This Section does not limit any of Company’s other rights or remedies,
whether at law, in equity, or under this Agreement. Company reserves the right, in
its sole discretion, to make any changes to the Services that it deems necessary or
useful to: (a) maintain or enhance: (i) the quality or delivery of Company’s services
to its customers; (ii) the competitive strength of or market for Company’s services;
or (iii) the Services' cost efficiency or performance; or (b) to comply with applicable
law.


d. Customer Delay. Company is not responsible or liable for any delay or failure of
performance caused in whole or in part by Customer's delay in performing, or failure
to perform, any of its obligations under this Agreement.

2. IMPLEMENTATION SERVICES
a. Implementation. Company will provide the implementation services pursuant to this
Agreement as set forth in the Order Form attached hereto as Attachment A (the
“Implementation Services”). Any changes to the Implementation Services or related
terms and conditions shall be effective only upon the mutual execution of a change
order to the Order Form, which sets forth the changes and any adjustments to the
fees as agreed by the Parties.


b. Acceptance. Customer shall be deemed to have accepted the Implementation
Services, in whole or on in part, five (5) days following the date of performance of
the Implementation Services. Following the expiration of that five (5) day period, the

Implementation Services shall be deemed accepted and Company shall have no
further liability to Customer with respect to those Implementation Services
thereafter.

3. RESTRICTIONS AND RESPONSIBILITIES OF CUSTOMER
a. Restrictions. Customer, and its Authorized Users, will not, directly or indirectly, and
will not permit any person to: (i) access or use the Services except as expressly
permitted by this Agreement; (ii) reverse engineer, decompile, disassemble or
otherwise attempt to discover the source code, object code or underlying structure,
ideas, know-how or algorithms relevant to the Services or any software,
documentation or data related to the Services (“Software”), or access the Services or
Software for purposes of building competing software or performing any benchmark
testing or similar analysis of the Services or Software; (iii) modify, translate, or create
derivative works based on the Services or any Software (except to the extent
expressly permitted by Company or authorized within the Services); (iv) rent, lease,
lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make
available any Software or Services to third parties, or use the Services or any
Software for timesharing or service bureau purposes or otherwise for the benefit of
a third; (v) input, upload, transmit, or otherwise provide to or through the Services,
any information or materials that are unlawful or injurious, or contain, transmit, or
activate any harmful code; (vi) damage, destroy, disrupt, disable, impair, interfere
with, or otherwise impede or harm in any manner the Services; or (vii) remove any
proprietary notices or labels. With respect to any Software that is distributed or
provided to Customer for use on Customer premises or devices, Company hereby
grants Customer a non-exclusive, non-transferable, non-sublicensable, revocable
license to use such Software during the Term only in connection with the Services.


b. Export Control. Customer may not remove or export from the United States or allow
the export or re-export of the Services, Software or anything related thereto, or any
direct product thereof in violation of any restrictions, laws or regulations of the
United States Department of Commerce, the United States Department of Treasury
Office of Foreign Assets Control, or any other United States or foreign agency or
authority.


c. Equipment. Customer shall be responsible for obtaining and maintaining any
equipment and ancillary services needed to connect to, access or otherwise use the
Services, including, without limitation, modems, hardware, servers, software,
operating systems, networking, web servers and the like (collectively, “Equipment”).
Customer shall also be responsible for maintaining the security of the Equipment,
Customer account, passwords (including but not limited to administrative and user

passwords) and files, and for all uses of Customer account or the Equipment with or
without Customer’s knowledge or consent.

4. CONFIDENTIALITY


a. Confidential Information. Each Party (the “Receiving Party”) understands that the
other Party (the “Disclosing Party”) has disclosed or may disclose non-public
business, technical or financial information relating to the Disclosing Party’s business
(“Confidential Information”). Confidential Information of Company includes, but is
not limited to, non-public information regarding features, functionality and
performance of the Service, as well as all data acquired, developed, or provided by
Company, including data that is based on or derived from Customer Data, as defined
below (“Company Data”). Confidential Information of Customer includes, but is not
limited to, names and e-mail addresses of Authorized Users and non-public data
provided by Customer to Company to enable the provision of the Services
(“Customer Data”).


b. Non-use and Nondisclosure. The Receiving Party agrees: (i) to take reasonable
precautions to protect Confidential Information, and (ii) not to use (except in
performance of the Services or as otherwise permitted herein) or divulge to any
third person any such Confidential Information. The Disclosing Party agrees that the
foregoing shall not apply with respect to any information after five (5) years
following the disclosure thereof or any information that the Receiving Party can
document (i) is or becomes generally available to the public, or (ii) was in its
possession or known by it prior to receipt from the Disclosing Party, or (iii) was
rightfully disclosed to it without restriction by a third party, or (iv) was
independently developed without use of any Confidential Information of the
Disclosing Party or (v) is required to be disclosed by law.

5. OWNERSHIP AND PROPRIETARY RIGHTS


a. Company Ownership. Company owns and shall retain all right, title, and interest in
and to (a) the Services and Software, and all improvements, enhancements or
modifications thereto, (b) any software, applications, inventions or other
technology, and all improvements, enhancements or modifications thereto,
developed in connection with Implementation Services or the provision of Support
Services, (c) all Company Data and (d) all intellectual property rights related to any of
the foregoing. No rights or licenses are granted except as expressly set forth in this
Agreement.

b. Customer Ownership. Customer owns and shall retain all right, title, and interest in
and to all Customer Data. Notwithstanding anything to the contrary, Company shall
have the right to collect and analyze data and other information relating to the
provision, use and performance of various aspects of the Services and related
systems and technologies (including, without limitation, information concerning
Customer Data and data derived therefrom). Customer grants Company a
nonexclusive, perpetual, irrevocable license to (i) use Customer Data as necessary or
useful to Company to enforce this Agreement and exercise Company’s rights and
perform Company’s obligations hereunder, and (ii) use Customer Data for
development, improvement, enhancement, diagnostic, corrective, and related
purposes in connection with the Services and other Company offerings.

6. FEES, INVOICING, AND PAYMENT


a. Fees. Customer will pay Company the applicable fees described in the Order Form
on Attachment for the Services and the Implementation Services in accordance with
the terms therein (the “Fees”). If Customer’s use of the Services exceeds the Service
capacity set forth on the Order Form or otherwise requires the payment of
additional fees (per the terms of this Agreement), Customer shall be billed for such
usage and Customer agrees to pay the additional fees in the manner provided
herein. Company reserves the right to change the Fees or applicable charges and to
institute new charges and Fees at the end of the Initial Service Term or then current
renewal term, upon thirty (30) days prior notice to Customer (which may be sent by
email). If Customer believes that Company has billed Customer incorrectly,
Customer must contact Company no later than 60 days after the closing date on the
first billing statement in which the error or problem appeared, in order to receive an
adjustment or credit.


b. Invoicing and Payment. Company may choose to bill through an invoice, in which
case, full payment for invoices issued in any given month must be received by
Company thirty (30) days after the mailing date of the invoice. Unpaid amounts are
subject to a finance charge of 1.5% per month on any outstanding balance, or the
maximum permitted by law, whichever is lower, plus all expenses of collection and
may result in immediate termination of Services. Customer shall be responsible for
all taxes associated with Services other than U.S. taxes based on Company’s net
income.

7. TERM AND TERMINATION
a. Term and Renewal. Subject to earlier termination as provided below, this Agreement
is for the Initial Service Term as specified in the Order Form, and shall be

automatically renewed for additional periods of the same duration as the Initial
Service Term (collectively, the “Term”), unless either party requests termination at
least thirty (30) days prior to the end of the then-current term.


b. Termination. In addition to any other remedies it may have, either Party may also
terminate this Agreement immediately if the other Party materially breaches any of
the terms or conditions of this Agreement and is unable to cure such breach within
thirty (30) days of being notified thereof. Customer will pay in full for the Services
and Implementation Services up to and including the last day on which such services
are provided. All sections of this Agreement which by their nature should survive
termination will survive termination, including, without limitation, accrued rights to
payment, confidentiality obligations, warranty disclaimers, and limitations of
liability.

8. WARRANTIES AND DISCLAIMER
a. Customer Representations and Warranties. Customer represents and warrants that
Customer will use the Services only in compliance with (i) this Agreement, (ii)
Company’s standard published policies then in effect, and (iii) all applicable laws and
regulations. Although Company has no obligation to monitor Customer’s use of the
Services, Company may do so and may prohibit any use of the Services it believes
may be (or alleged to be) in violation of the foregoing.


b. Company Representations and Warranties. Company represents and warrants that it
(i) shall use reasonable efforts consistent with prevailing industry standards to
maintain the Services in a manner which minimizes errors and interruptions in the
Services and (ii) shall perform the Implementation Services in a professional and
workmanlike manner. Services may be temporarily unavailable for scheduled
maintenance or for unscheduled emergency maintenance, either by Company or by
third-party providers, or because of other causes beyond Company’s reasonable
control, but Company shall use reasonable efforts to provide advance notice in
writing or by e-mail of any scheduled service disruption.


c. DISCLAIMER. COMPANY DOES NOT WARRANT THAT THE SERVICES WILL BE
UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE
RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES. EXCEPT AS
EXPRESSLY SET FORTH IN THIS SECTION 8, THE SERVICES, SUPPORT SERVICES, AND
IMPLEMENTATION SERVICES ARE PROVIDED “AS IS” AND COMPANY DISCLAIMS ALL
WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED
WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE,
TITLE, AND NON-INFRINGEMENT.

9. INDEMNITY
Customer hereby agrees to indemnify and hold harmless Company against any damages, losses,
liabilities, settlements and expenses (including without limitation costs and attorneys’ fees) in
connection with any claim or action that arises from an actual or alleged violation of Customer’s
representations and warranties set forth in Section 8, or otherwise from Customer’s use of
Services, including specifically any claims by Customer’s Authorized Users in connection with
their use of the Services and the results obtained thereby.


10. LIMITATION OF LIABILITY
NOTWITHSTANDING ANYTHING TO THE CONTRARY, COMPANY AND ITS SUPPLIERS, OFFICERS,
AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES SHALL NOT BE RESPONSIBLE
OR LIABLE WITH RESPECT TO ANY CLAIM OR LOSS RELATED TO THE SUBJECT MATTER OF THIS
AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT,
NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE
OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF
SUBSTITUTE SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT,
EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; (C) FOR ANY MATTER
BEYOND COMPANY’S REASONABLE CONTROL; OR (D) FOR ANY AMOUNTS THAT, TOGETHER
WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY CUSTOMER
TO COMPANY FOR THE SERVICES UNDER THIS AGREEMENT IN THE 12 MONTHS PRIOR TO THE
EVENT THAT GAVE RISE TO THE LIABILITY, IN NO EVENT TO EXCEED $100,000.00 USD,
WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.


11. MISCELLANEOUS
a. Independent Contractor. Company is an independent contractor of Customer and
not an employee, agent, or representative of Customer. Nothing herein contained
shall be construed to create a joint venture by the Parties. Customer does not have
any authority of any kind to bind Company in any respect whatsoever.


b. Force Majeure. Notwithstanding any other provision of this Agreement, no Party
shall be deemed in default or breach of this Agreement or liable for any loss or
damages or for any delay or inability to perform its obligations under this Agreement
or SOW if the delay or inability arises from any cause beyond the reasonable control
of that Party (each, a “Force Majeure Event”). If a delay continues for sixty (60) days
or more, the Party not experiencing the Force Majeure Event may terminate the
impacted SOW upon written notice to the other Party.

c. No Publicity. Neither Party shall use the other Party’s name or mark in any
advertising, written sales promotion, press releases, or other publicity matters
relating to this Agreement without the other Party’s written consent.
Notwithstanding the preceding sentence, Company may list Customer’s name and
logo, for internal purposes, prospective customer presentations, and on a customer
list that it provides to prospective clients of its products or services.


d. Severability. If any provision of this Agreement is found to be unenforceable or
invalid, that provision will be limited or eliminated to the minimum extent necessary
so that this Agreement will otherwise remain in full force and effect and
enforceable.


e. Assignment. This Agreement is not assignable, transferable or sublicensable by
Customer except with Company’s prior written consent. Company may transfer and
assign any of its rights and obligations under this Agreement without consent.


f. Entire Agreement. This Agreement is the complete and exclusive statement of the
mutual understanding of the parties and supersedes and cancels all previous written
and oral agreements, communications and other understandings relating to the
subject matter of this Agreement.


g. Waivers. No waiver of any term, condition or obligation of this Agreement is valid
unless made in writing and signed by the Party to which such performance is due.
No failure or delay by any Party at any time to enforce one or more of the terms,
conditions or obligations of this Agreement: (i) constitutes waiver of such term,
condition or obligation; (ii) precludes such Party from requiring performance by the
other Party at any later time; or (iii) is deemed to be a waiver of any other
subsequent term, condition or obligation, whether of like or different nature.
h. Modifications. Any modification to this Agreement must be in writing and signed by
duly authorized representatives of each Party.


i. Dispute Resolution. If a dispute arises between the Parties in connection with this
Agreement (a "Dispute"), including without limitation any Dispute arising out of any
monetary amount due to a Party hereto, but expressly excluding any breach for
which this Agreement designates a cure period and applicable rights and remedies,
then, prior to bringing any suit, action or proceeding in connection with such
Dispute, a Party must first give written notice of the Dispute to the other Party
describing the Dispute and requesting it be resolved pursuant to the dispute
resolution process (the "Dispute Notice") under this Section 11(i). If the Parties are
unable to resolve the Dispute within thirty (30) days of delivery of the Dispute

Notice, then each Party shall promptly (but no later than ten (10) days thereafter):


(i) appoint a designated representative who has sufficient authority to settle the
Dispute and who is at a higher management level than the person with direct
responsibility for the administration of this Agreement (the "Designated
Representative"); and (ii) notify the other Party in writing of the name and contact
information of such Designated Representative. The Designated Representatives
shall then meet as often as they deem necessary to discuss the Dispute and
negotiate in good faith to resolve the Dispute. Each Party shall honor all reasonable
requests of the other Party for relevant information relating to the Dispute. If the
Parties are unable to resolve the Dispute within sixty (60) days after the
appointment of both Designated Representatives, then either Party may proceed
with any other available remedy, whether under this Agreement, or at law or in
equity.


j. Governing Law; Jurisdiction and Venue; Attorney Fees; Jury Waiver. This Agreement
and the rights and obligations of the Parties (including, without limitation, all
disputes arising out of or relating to this Agreement or the subject matters of this
Agreement) is subject in all respects to the laws of the State of Washington, without
regard to any rules governing conflict of laws. Exclusive jurisdiction over and venue
of any suit or action arising out of or relating to this Agreement is the federal court
or state court in Seattle, King County, Washington. Each Party irrevocably submits
to personal jurisdiction and venue in such courts and waives all objections to venue
or jurisdiction of such courts. A final judgment in any such suit or action may be
enforced in other jurisdictions by suit on the judgment or in any other manner
provided by law. The prevailing Party in any formal dispute arising out of or relating
to this Agreement is entitled to reasonable attorneys’ fees and costs (including
reasonable expert fees and costs), unless the prevailing Party rejected a written
settlement offer that exceeds the prevailing Party’s recovery. EACH PARTY
IRREVOCABLY AND UNCONDITIONALLY WAIVES ITS RIGHT TO A JURY TRIAL IN ANY
COURT ACTION ARISING BETWEEN THE PARTIES, WHETHER UNDER THIS
AGREEMENT OR OTHERWISE RELATED TO THIS AGREEMENT, AND WHETHER MADE
BY CLAIM, COUNTERCLAIM, THIRD PARTY CLAIM OR OTHERWISE. THE AGREEMENT
OF EACH PARTY TO WAIVE ITS RIGHT TO A JURY TRIAL IS BINDING ON ITS
SUCCESSORS AND ASSIGNS.


k. Notices. All notices under this Agreement will be in writing and will be delivered to
each Party’s respective address set forth in the preamble above, and will be deemed
to have been duly given when received, if personally delivered; the day after it is
sent, if sent for next day delivery by recognized overnight delivery service; and upon
receipt, if sent by certified or registered mail, return receipt requested.

l. Counterparts. This Agreement may be signed in any number of counterparts, which
may be transmitted by PDF, all of which taken together constitute one and the same
instrument.

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