Open Payroll Customer Terms

(i) Consumers use the Consumer-facing functionalities of the Open Payroll Platform under the Argyle Terms through Link to (i) select a Data Location and establish a link between the Open Payroll Platform and that Data Location (each, a “Connection”), (ii) have their Consumer Data retrieved from that Data Location through that Connection, and (iii) direct that their Consumer Data be delivered to recipients they identify (e.g., Customer). Customer takes delivery of Consumer Data through its separate access to the Open Payroll Platform (e.g., through interaction with Console or via integration as contemplated in Section 1.5) under this Agreement, and Argyle must deliver a Consumer’s Consumer Data to or otherwise in connection with Customer (including via PDF, JSON, or other data output formats generated through the functionalities of the Open Payroll Platform) only where that Consumer has established a Connection and directed delivery to or otherwise in connection with Customer. Argyle does not provide Customer with access to or use of Registration Data.

(ii) A Connection may end in any of these ways: (i) the Consumer ends it through Link or Passport (defined in the Argyle Terms) or by asking Argyle to do so; (ii) Customer ends it through Console, through an integration contemplated in Section 1.5, or by request to Customer’s technical point of contact at Argyle; (iii) it ends on its own terms, where Customer’s implementation requested a single retrieval rather than ongoing access to updates; or (iv) it becomes technically infeasible for the Open Payroll Platform to maintain, including because the session with the Data Location times out or is interrupted. When a Connection ends, the Open Payroll Platform no longer has the ability to retrieve Consumer Data through it. Where the Consumer ends the Connection or instructs deletion, Argyle deletes the affected Consumer Data resident in Argyle’s infrastructure, except to the extent Argyle needs it to continue providing a service that Consumer has requested. In each case Argyle must handle the Consumer Data it has already obtained under the Argyle Terms.

b Customer’s Obligations. Sections 2.2.b.(i) through 2.2.b.(iv) and Section 2.2.b.(vi) are intended for the benefit of Consumers.

(i) Authority. For each Consumer whose Consumer Data Customer receives in connection with this Agreement, Customer must have and maintain the rights, authorizations, and consents required by Law to Process that Consumer Data for the Agreed Purpose (defined in Section 2.2.b.(iv)).

(ii) Transparency. Customer must ensure that each Consumer is informed, accurately and completely, of Customer’s Processing of that Consumer’s Consumer Data — including Processing by any other Person that obtains Consumer Data from or through Customer, or from Argyle at Customer’s request or authorization — at the time and in the manner Law requires of Customer, or, where Law does not address it, before Customer Processes that Consumer Data.

(iii) Agreement. Except as otherwise set forth in a Service Order, where Customer’s authority under Section 2.2.b.(i) rests on an agreement with the Consumer, Customer must obtain that Consumer’s agreement before that Consumer uses the Open Payroll Platform in connection with Customer. Where Law permits Customer to collect or otherwise Process Consumer Data before obtaining that agreement or providing a related notice with respect to the products, services, or benefits the applicable Consumer is seeking — as Regulation P permits for certain financial institutions — Customer may do so subject to Customer’s compliance with that Law.

(iv) Purpose limit. Customer must ensure that Consumer Data is Processed only for the purpose of providing, or facilitating another Person’s provision of, the products, services, or benefits the applicable Consumer is seeking, in accordance with Law and Customer’s agreements with and disclosures to that Consumer, and for no other purpose (the “Agreed Purpose”), whether that Processing is by Customer or by any other Person that obtains Consumer Data from or through Customer, or from Argyle at Customer’s request or authorization. Without limiting the preceding sentence, Customer must not (and must ensure that others receiving Consumer Data through Customer do not): (1) sell any Consumer Data; (2) share Consumer Data other than in accordance with Law; (3) use the Open Payroll Platform to request or take delivery of more Consumer Data than is reasonably necessary and proportionate to achieve the purposes for which that Consumer Data was delivered by the Consumer; or (4) retain Consumer Data for longer than is reasonably necessary for the purpose for which Customer took delivery of that Consumer Data via the Open Payroll Platform.

(v) Records. Customer must keep records sufficient to demonstrate its compliance with Sections 2.2.b.(i) through 2.2.b.(iii), including the authorization, consent, or other basis on which it Processes each Consumer’s Consumer Data and the disclosures made to that Consumer. Customer must keep those records for as long as it retains the applicable Consumer Data and for the longer of five (5) years after the end of this Agreement or the minimum period required by Law. On Argyle’s reasonable request, Customer must provide those records for the Consumers Argyle identifies. Those records are not Consumer Data. Section 8.1 of the DPA does not limit this Section 2.2.b.(v).

(vi) Adverse action. This Section 2.2.b.(vi) does not limit Section 2.2.b.(iv). If Customer uses Consumer Data or other output of the Open Payroll Platform (for example, output from Customer’s use of Doc VOI (as defined in the DPA)) as a basis, in whole or in part, for an action or determination adverse to a Consumer’s interests, Customer must in all non-trivial respects give that Consumer the same rights it would be obliged to give had the action been based on a “consumer report” as defined in the FCRA (or analogous state law). Adverse actions include those defined in Section 701(d)(6) of the Equal Credit Opportunity Act (including as implemented by Regulation B), Section 603 of the FCRA, and analogous state law. Argyle must cooperate with Customer’s reasonable requests in connection with Customer’s compliance with this Section 2.2.b.(vi).

2.3 Usage Data. Argyle may collect Usage Data and use it to operate, improve, and support the Open Payroll Platform and for other lawful business purposes, including benchmarking and reports. However, Argyle must not disclose Usage Data externally unless it is (a) de-identified so that it does not identify Customer (including its Affiliates or Authorized Contractors), End Users, Consumers, or any other Person and (b) aggregated with data across other customers.

2.4 Data Protection Addendum. The parties must comply with the Data Protection Addendum, available at argyle.com/legal/open-payroll/data-protection-addendum (“DPA”), which is incorporated into this Agreement by this reference. Without limiting the preceding sentence, each party must implement and maintain the Security Measures in the DPA and each party is independently and separately responsible for giving, obtaining, and maintaining all necessary notices and consents to Process Consumer Data under the DPA and in accordance with the Processing roles contemplated in Section 2.5.

2.5 Capacities. This Section 2.5 addresses the parties’ capacities other than under Applicable Data Protection Law, which the DPA governs. The parties further acknowledge and agree as follows.

a Consumer-directed retrieval and delivery. With respect to Consumer Data retrieved from a Data Location through a Connection and delivered in connection with this Agreement, Argyle acts at the direction and on the authorization of the applicable Consumer and not on Customer’s instruction. Argyle provides the service of transferring data as directed, and authorized by the Consumer from a Data Location to the Person (e.g., Customer) that Consumer directed and authorized to receive it. Argyle makes no representation or determination as to whether Consumer Data confirms the accuracy, completeness, or sufficiency of any fact or statement about a Consumer. As between the parties, Customer is responsible for interpreting any output of the Open Payroll Platform and for any determination based in whole or in part on that output, whether by Customer or by any other Person that obtains that output from or through Customer, or from Argyle at Customer’s request or authorization. Argyle is not responsible for any such interpretation or determination. This Section 2.5.a does not limit Section 4.2.a.

b Employer Outreach. With respect to Employer Outreach, Argyle acts on Customer’s behalf and at Customer’s request, and where the applicable Consumer has directed Argyle to conduct that Employer Outreach, Argyle also acts as that Consumer’s agent on that Consumer’s direction and authorization as described in the Argyle Terms. Customer must request Employer Outreach only in connection with a transaction that the applicable Consumer has initiated or applied for, and only where Customer has obtained each authorization and consent from that Consumer required by Law.

c Customer Data and Customer-directed delivery. With respect to Customer Data, including Customer Data Processed using Doc VOI, Argyle acts on Customer’s instruction and as described in the DPA. Where Customer requests that Argyle deliver Consumer Data to a further recipient, Argyle makes that delivery on Customer’s instruction and not on the applicable Consumer’s direction, and Customer is responsible for that delivery and for that recipient under Section 2.2.b.

d Consumer reporting.

(i) Argyle’s status. The Open Payroll Platform is a software-as-a-service that Consumers use to retrieve, and that Customer can use to take delivery of, Consumer Data and otherwise Process Customer Data. It is not designed or intended to cause Argyle to act as a consumer reporting agency or otherwise engage in any activity regulated by the FCRA. Argyle’s Affiliates may act as a consumer reporting agency or a furnisher under separate agreements. Customer must not instruct or request that Argyle assemble or evaluate Consumer Data for the purpose of furnishing consumer reports to third parties, and must not represent to any Person that Argyle prepared or furnished a consumer report or information for a consumer report.

(ii) Customer’s status. Customer may be a user of consumer reports. Customer may also be a consumer reporting agency, but only to the extent disclosed in a Service Order. Where Customer assembles or evaluates Consumer Data or other output of the Open Payroll Platform to prepare consumer reports, or otherwise engages in activity regulated by the FCRA, in connection with Consumer Data or other output of the Open Payroll Platform (“Consumer Reporting Activities”), Customer must do so in accordance with the FCRA. Argyle acknowledges that Customer may be a “furnisher” of information to consumer reporting agencies, including with respect to account or other information resulting from its provision of products or services to Consumers (e.g., a Consumer’s loan payment history), but Customer, except as otherwise expressly set forth in a Service Order, must not furnish any Consumer Data or any output of the Open Payroll Platform to any consumer reporting agency.

(iii) Re-delivery; retention; furnishing. Despite the Agreed Purpose and any agreement between Customer and a Consumer, Customer must include Consumer Data or other output of the Open Payroll Platform in a consumer report only for the transaction or purpose for which that Consumer directed its delivery or provided consent and was notified in accordance with Section 2.2.b, and, except as otherwise expressly authorized in a Service Order, must not include Consumer Data or other output of the Open Payroll Platform previously delivered in a consumer report prepared for a different user of the consumer report or a different transaction, or otherwise re-deliver Consumer Data or other output, without both that Consumer’s consent and a refreshed retrieval and delivery of that Consumer Data or regeneration of the applicable output through the Open Payroll Platform (subject in all cases to the applicable fees). Customer may retain Consumer Data or other output of the Open Payroll Platform to the extent the FCRA or other Law requires, including to respond to a Consumer dispute or to conduct a reinvestigation. Except as otherwise set forth in a Service Order, Customer must not furnish Consumer Data or other output of the Open Payroll Platform delivered in connection with this Agreement to a consumer reporting agency other than Customer.

(iv) No admission; change in status. Except for a status Customer represents in a Service Order or otherwise in writing, nothing in this Agreement, in the parties’ course of conduct, or in the status or activities of a party’s Affiliates is an admission or determination of either party’s status under the FCRA or any other Law. If Argyle, in its reasonable judgment, determines that a Modification to the Open Payroll Platform would cause Argyle, Customer, the use of Consumer Data, or outputs of the Open Payroll Platform to be subject to the FCRA, then Argyle may amend this Agreement under Section 12.4.b such that Argyle’s continued provision of the Open Payroll Platform, Consumer Data, outputs of the Open Payroll Platform, or Customer’s continued use thereof complies, in Argyle’s reasonable judgment, with the FCRA, despite the notice and timing requirements set forth in Section 12.4.b.

3. Support & Maintenance; Service Levels.

3.1 Support. Argyle must provide support and maintenance for the Open Payroll Platform under the policy available at argyle.com/legal/open-payroll/support-policy (“Support Policy”), which is incorporated into this Agreement by this reference.

3.2 Service Levels. Argyle must comply with the service levels available at argyle.com/legal/open-payroll/service-levels (“Service Levels”), which is incorporated into this Agreement by this reference.

4. Warranties.

4.1 Mutual Warranties. Each party warrants that:

a it has the legal power and authority to enter into this Agreement.

b it uses industry standard measures to avoid introducing Viruses into the Open Payroll Platform.

4.2 Additional Argyle Warranties. Argyle warrants that:

a the Open Payroll Platform will perform materially as described in the Documentation and Argyle will not materially decrease the overall functionality of the Open Payroll Platform during the applicable Order Term (the “Performance Warranty”).

b any Professional Services will be provided in a professional and workmanlike manner (the “Professional Services Warranty”).

4.3 Warranty Remedy. Argyle must use reasonable efforts to correct a verified breach of the Performance Warranty or Professional Services Warranty reported by Customer. If Argyle fails to do so within 30 days after Customer’s warranty report, then either party may terminate the Service Order as it relates to the Open Payroll Platform’s or Professional Services’ non-conformance, in which case Argyle must refund to Customer any pre-paid, unused fees for the terminated portion of the Open Payroll Platform (for the Performance Warranty) or for the non-conforming Professional Services (for the Professional Services Warranty). To receive these remedies, Customer must report a breach of warranty in reasonable detail within 30 days after Customer discovered (e.g., Customer was informed by Argyle of Open Payroll Platform performance metrics that Customer alleges constitute a breach of the Performance Warranty) or should have discovered the issue in the Open Payroll Platform or 30 days after delivery of the relevant Professional Services. These procedures are Customer’s exclusive remedies and Argyle’s sole liability for breach of the Performance Warranty or Professional Services Warranty.

4.4 Disclaimers. Except as expressly set forth in this Agreement, each party disclaims all warranties, whether express, implied, statutory or otherwise, including warranties of merchantability, fitness for a particular purpose, title and noninfringement. Argyle’s warranties in this Section 4 do not apply to issues arising from Customer Applications, Third-Party Platforms, Data Locations, or misuse or unauthorized modifications of the Open Payroll Platform. These disclaimers apply to the fullest extent permitted by Law.

5. Fees.

5.1 Payment.

a Customer must pay the fees and other amounts (i) described in the Service Orders (“Fees”), and (ii) otherwise payable under this Agreement, via wire or ACH, as instructed by Argyle from time to time, or, if expressly set forth in the Service Order, via credit card (as to Fees only). Except as expressly set forth in this Agreement, all Fees are non-refundable. Except as otherwise set forth in a Service Order, all amounts are due within thirty (30) days after the Customer’s receipt of the invoice (the “Payment Period”). Subject to Section 5.3, due but unpaid amounts are subject to a charge of 1.5% per month or the maximum amount allowed by Law, whichever is less. Customer must pay Argyle’s costs, including attorneys’ fees and court or arbitration costs, to collect amounts due under this Agreement that are not paid when due. Fees may be paid by Customer or by another Person on Customer’s behalf; payment by another Person does not make that Person a party to this Agreement or relieve Customer of its obligations.

b If required by the Service Order or Statement of Work or if Customer has not timely paid invoiced and undisputed amounts, on Argyle’s request, Customer must provide and maintain a valid payment method on file with Argyle, which Customer authorizes Argyle to automatically charge for Fees and other amounts due under this Agreement as those amounts become due. Collection of Customer’s credit card or other payment information and the processing of payment of fees is performed by a third-party payment processor (the “Payment Processor”) and is subject to the Payment Processor’s terms. Argyle’s current Payment Processor is Stripe. Please refer to https://stripe.com/connect-account/legal for terms applicable to Customer’s payments via Stripe. If a Service Order permits Customer to pay by credit card or Customer pays via credit card under the preceding sentence, Argyle may impose, and Customer must pay, a surcharge on each credit card payment equal to three percent (3%) of the payment, except that the surcharge does not exceed Argyle’s cost of accepting that payment or any lower amount Law or the applicable card network rules require. Argyle must not surcharge payments made by debit or prepaid card. Argyle must disclose the surcharge as required by Law and those network rules.

c A Routed Request is counted when it is submitted, whether or not a Connection is established or any Consumer Data is delivered. Resubmissions relating to the same Consumer within thirty (30) days of a prior Routed Request are not counted as separate Routed Requests. Fees for Routed Requests are those set forth in the applicable Service Order, as adjusted under this Section, and are separate from, and do not vary with, Fees for requests submitted directly to Argyle. Argyle may adjust the Fees for Routed Requests on thirty (30) days’ notice to Customer to reflect changes in Argyle’s costs of providing Routed Requests, effective for Routed Requests submitted after that notice period ends.

5.2 Taxes. Customer is responsible for any sales, use, GST, value-added, withholding, or similar taxes or levies that apply to its Service Order(s) or Statement(s) of Work, whether domestic or foreign (“Taxes”), other than Argyle’s income tax. Fees and expenses are exclusive of Taxes. If Argyle is required by a taxing authority to collect and remit Taxes, Argyle’s invoice to Customer must contain a line item(s) listing those Taxes applicable in connection with Customer relating to the Open Payroll Platform, and those Taxes are considered part of the Fees.

5.3 Payment Disputes. If Customer disputes an invoiced amount in good faith, it must notify Argyle within the Payment Period for the applicable invoice and the parties must seek to resolve the dispute over a 15-day discussion period. Customer is not required to pay disputed amounts during the discussion period but must timely pay all undisputed amounts. After the discussion period, either party may pursue any available remedies. During the discussion period, amounts under good-faith dispute do not accrue the charge described in Section 5.1.a, and the 30-day period in clause (a) of the definition of “Suspension Event” is tolled as to those amounts.

5.4 Purchases through Resellers. If Customer orders the Open Payroll Platform or Support through a Reseller, then the payment terms of the applicable Reseller Order or otherwise of Customer’s agreement with that Reseller (together, the “Reseller Customer Agreement”) applies in lieu of Sections 5.1 through 5.3 of this Agreement, other than Section 5.1.c, which continues to apply. In that instance, Customer must pay all fees due for the Open Payroll Platform, Support, and Professional Services directly to the Reseller under Customer’s Reseller Customer Agreement. Where this Agreement provides for a refund to Customer, Argyle must pay that refund to the Reseller for credit to Customer under the Reseller Customer Agreement, except for any period in which Customer pays Argyle directly. Argyle has no obligation to provide the Open Payroll Platform, Professional Services, or Support beyond that which the Reseller is authorized by its agreement with Argyle to resell.

5.5 Reseller Relationship Ends. If Argyle’s agreement with a Reseller terminates, or that Reseller’s authorization to resell otherwise ends, Argyle may give Customer notice. Argyle may elect to continue providing the Open Payroll Platform, Support, and Professional Services, directly to Customer for the remainder of the then-current Order Term, in which case Customer’s ordering, invoicing, and payment obligations run to Argyle at the greater of the fees set out in the applicable Reseller Order or the fees Customer agreed to with Reseller (unless Customer gives notice of its objection within 10 days of its receipt of Argyle’s notice as to those increased fees, in which case Customer must pay at that greater rate for the period through, and the affected Reseller Order terminates automatically as of, the date Argyle receives Customer’s notice), Sections 5.1 through 5.3 apply in place of Section 5.4, and this Agreement otherwise continues unchanged. If Argyle does not so elect, the affected Reseller Order terminates automatically.

6. Suspension.

Argyle may suspend Customer’s access to the Open Payroll Platform and related services due to a Suspension Event, but where practicable must give Customer (or the applicable Reseller) prior notice so that Customer may seek to resolve the issue and avoid suspension. Argyle is not required to give prior notice in exigent circumstances or for a suspension made to avoid material harm or violation of Law. Once the Suspension Event is resolved, Argyle must promptly restore Customer’s access to the Open Payroll Platform under this Agreement. “Suspension Event” means (a) amounts payable for Customer’s access to or use of the Open Payroll Platform are 30 days or more overdue, whether payable by Customer or by a Reseller, subject to Section 5.3, (b) Customer is in breach of Sections 1.3 or 2, 5.1.b, or (c) Customer’s use of the Open Payroll Platform risks material harm to the Open Payroll Platform or others.

7. Term and Termination.

7.1 Agreement Term. This Agreement begins on the Effective Date and continues until terminated under Section 7.2 (the “Term”).

7.2 Termination.

a Convenience.

(i) Service Orders. Either party may terminate an Online Order for convenience on notice to the other party.

(ii) Agreement. Either party may terminate this Agreement for convenience on 30 days’ notice to the other party. Despite the preceding sentence, if there are any Service Orders or Statements of Work in effect, this Agreement will not terminate under the preceding sentence until all such Service Orders and Statements of Work have expired or have been terminated under their terms.

b Breach. Either party may terminate this Agreement (including all Service Orders) if the other party (a) fails to cure a material breach of this Agreement within 30 days after notice, (b) ceases operation without a successor or (c) seeks protection under a bankruptcy, receivership, trust deed, creditors’ arrangement, composition or comparable proceeding, or if such a proceeding is instituted against that party and not dismissed within 60 days.

7.3 Effect of Termination; Survival. Immediately on termination: (a) all amounts owed to Argyle under the Service Order(s) or Statement(s) of Work become due and payable; (b) the licenses and Argyle’s obligation to provide the Open Payroll Platform end; and (c) Customer (including its Affiliates, Authorized Contractors, and End Users) must discontinue use of the Open Payroll Platform. Return and deletion of Confidential Information are governed by Section 8.4 and, as to Customer Data, the DPA. Sections 1.4.a, 2.2.b, 2.3, 2.4, 2.5, 4.3, 4.4, 5, 7.3, 8 (subject to Section 8.6), 9, 10, 11, 12.1, 12.2, 12.3, 12.5, 12.6, 12.7, 12.9, 12.10, 12.11, 12.12, 13 and each party’s accrued rights or liabilities, survive expiration or termination.

8. Confidentiality.

8.1 Use and Protection. As recipient, each party must (a) use Confidential Information only to perform its obligations and exercise its rights under this Agreement, (b) not disclose Confidential Information to third parties without the discloser’s prior approval, except as permitted in this Agreement and (c) protect Confidential Information using at least the same precautions recipient uses for its own similar information and no less than a reasonable standard of care. The Security Measures set out in the DPA govern the security of Customer Data and Consumer Data. Clause (c) does not impose any additional or different security requirement with respect to that data, and a breach of those measures is a breach of the DPA, and not clause (c).

8.2 Permitted Disclosures. The recipient may disclose Confidential Information to its employees, agents, contractors, and other Representatives having a legitimate need to know (including, as to each party, its Authorized Contractors, and subject to the DPA), provided it remains responsible for their compliance with this Section 8, and they are bound to confidentiality obligations (written or professional) no less protective than this Section 8.

8.3 Exclusions. These confidentiality obligations do not apply to information that the recipient can document (a) is or becomes public knowledge through no fault of the recipient, (b) it rightfully knew or possessed, without confidentiality restrictions, prior to receipt from the discloser, (c) it rightfully received from a third party without confidentiality restrictions or (d) it independently developed without using or referencing Confidential Information.

8.4 Return; Remedies. On the discloser’s request, the receiver must return or destroy (or erase, in the case of electronic materials) all copies of material that contain or embody the discloser’s Confidential Information, except that: (a) the receiver may retain materials to the limited extent necessary to exercise its rights and perform its obligations under this Agreement, or as required by Law; and (b) the parties acknowledge that some residual Confidential Information may remain in system backup media (e.g., backup files, deletion logs, archival tapes) or other information systems of the receiver; all those materials may be retained until destroyed in accordance with the receiver’s regular business practices, but the receiver may not otherwise use them, and they remain subject to the obligations of the Agreement. On breach of this Section 8, the discloser is entitled to seek appropriate equitable relief, including an injunction, in addition to other remedies, subject to Section 12.2 (Governing Law; Dispute Resolution). As to Customer Data, the DPA governs Argyle’s return and deletion obligations in lieu of the first sentence of this Section 8.4.

8.5 Required Disclosures. The recipient may disclose Confidential Information to the extent required by Law. If permitted by Law, the recipient must give the discloser reasonable advance notice of the required disclosure and reasonably cooperate, at the discloser’s expense, to obtain confidential treatment for the Confidential Information.

8.6 Length of Confidential Information. The confidentiality obligations in this Section 8 survive for 3 years, except that as to Confidential Information that is a trade secret, those obligations survive for so long as that Confidential Information remains a trade secret.

9. Intellectual Property.

9.1 Reserved Rights. Neither party grants the other any rights or licenses not expressly set forth in this Agreement. Except for Argyle’s express rights in this Agreement, as between the parties, Customer retains all intellectual property and other rights in Customer Data and any other Confidential Information it provides to Argyle. Except for Customer’s express rights in this Agreement, as between the parties, Argyle and its licensors retain all intellectual property and other rights in the Open Payroll Platform, Professional Services deliverables, and related Argyle technology.

9.2 Feedback. If Customer gives Argyle feedback regarding improvement or operation of the Open Payroll Platform, Support, or Professional Services, Argyle may use the feedback without restriction or obligation. All feedback is provided “AS IS” and Argyle must not publicly identify Customer as the source of feedback, or otherwise identify Customer, its Affiliates or Authorized Contractors, End Users, or any Consumer, without Customer’s permission.

9.3 Consumer Data. Each party acknowledges and agrees that Consumer Data belongs to the Consumer which is the subject of that information. For clarity, nothing in this Agreement grants Customer any right to Process Consumer Data; Customer is solely responsible for obtaining rights to Process Consumer Data as contemplated in this Agreement (including the DPA).

10. Defense & Indemnification.

10.1 By Argyle.

a Defense. Argyle must defend Customer, its Affiliates, Authorized Contractors, End Users, and its and their employees, officers, directors, agents, and representatives (“Customer Indemnitees”) against: (i) any third-party claim that the Open Payroll Platform, when used by Customer as authorized in this Agreement, infringes, misappropriates, or otherwise violates that third party’s intellectual property rights (“Infringement Action”); and (ii) third-party claims arising from (1) Argyle’s breach of the Argyle Terms, DPA, or violation of Law, or (2) gross negligence or willful misconduct; in each case except to the extent caused by a Customer Indemnitee’s breach of this Agreement, Customer’s agreements with or disclosures to Consumers, violation of Law, or negligence or willful misconduct.

b Indemnification. Argyle must indemnify each of the Customer Indemnitees against all damages, costs, and attorneys’ fees finally awarded against any of them in any proceeding under Section 10.1.a; all out-of-pocket costs (including reasonable attorneys’ fees) reasonably incurred by any of them in connection with the defense of that proceeding (other than attorneys’ fees and costs incurred without Argyle’s consent after Argyle has accepted defense of that claim); and if any proceeding arising under Section 10.1.a is settled, all amounts to any third party agreed to by Argyle in settlement of any of those claims.

c Mitigation; Exceptions. In response to an Infringement Action, if required by settlement or injunction or as Argyle determines necessary to avoid material liability, Argyle may: (a) procure rights for Customer’s continued use of the Open Payroll Platform, (b) replace or modify the allegedly infringing portion of Open Payroll Platform to avoid infringement, without materially reducing the Open Payroll Platform’s overall functionality or (c) terminate the affected Service Order and refund to Customer any pre-paid, unused fees for the terminated portion of the Order Term. Argyle’s obligations in Section 10.1.a.(i) do not apply to claims resulting from (i) modification or unauthorized use of the Open Payroll Platform, (ii) use of the Open Payroll Platform in combination with items not provided or authorized by Argyle, including Third-Party Platforms or (iii) Argyle Software other than the most recent release, if Argyle made available (at no additional charge) a newer release that would avoid infringement.

d Exclusive Remedy. This Section 10.1 sets out the Customer’s exclusive remedy and Argyle’s sole liability regarding third-party claims of intellectual property infringement or misappropriation with respect to the Open Payroll Platform.

10.2 By Customer.

a Defense. Subject to Section 10.1, Customer must defend the Argyle Indemnitees against any third-party claim arising from or relating to Customer’s use of the Open Payroll Platform, Consumer Data, or other output of the Open Payroll Platform; any Person’s Processing of Consumer Data or other output of the Open Payroll Platform obtained from or through Customer (including from Argyle at Customer’s request or authorization); Customer’s Consumer Reporting Activities; breach of Customer’s agreements with or disclosures to Consumers; violation of Law; or gross negligence or willful misconduct; in each case except to the extent caused by an Argyle Indemnitee’s breach of this Agreement, the Argyle Terms, violation of Law (including the FCRA), or gross negligence or willful misconduct.

b Indemnity. Customer must indemnify Argyle and each of the Argyle Indemnitees against all damages, costs, and attorneys’ fees finally awarded against any of them in any proceeding under Section 10.2.a; all out-of-pocket costs (including reasonable attorneys’ fees) reasonably incurred by any of them in connection with the defense of that proceeding (other than attorneys’ fees and costs incurred without Customer’s consent after Customer has accepted defense of that claim); and if any proceeding arising under Section 10.2.a is settled, all amounts to any third party agreed to by Customer in settlement of any of those claims.

10.3 Procedures. The indemnifying party’s obligations in this Section 10 are subject to receiving from the indemnified Person or otherwise from the other party: (a) prompt notice of the claim (but delayed notice only reduces the indemnifying party’s obligations to the extent it is prejudiced by the delay), (b) the exclusive right to control the claim’s investigation, defense and settlement and (c) reasonable cooperation at the indemnifying party’s expense. The indemnifying party may not settle a claim without the indemnified Person’s prior approval if settlement would require the indemnified Person to admit fault or take or refrain from taking any action (except regarding use of the Open Payroll Platform when Argyle is the indemnifying party). The indemnified Person may participate in a claim with its own counsel at its own expense.

11. Limitations of Liability.

11.1 General Cap. EACH PARTY’S ENTIRE (I.E., AGGREGATE, NOT PER-CLAIM) LIABILITY TO THE OTHER PARTY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL BE LIMITED TO DIRECT DAMAGES AND WILL NOT EXCEED THE GENERAL CAP.

11.2 No Consequential Damages. NEITHER PARTY WILL HAVE ANY LIABILITY TO THE OTHER PARTY ARISING OUT OF OR RELATED TO THIS AGREEMENT FOR INDIRECT, SPECIAL, INCIDENTAL, RELIANCE OR CONSEQUENTIAL DAMAGES OR DAMAGES FOR LOSS OF USE, LOST PROFITS OR INTERRUPTION OF BUSINESS, EVEN IF INFORMED OF THEIR POSSIBILITY IN ADVANCE, OR IF THOSE DAMAGES WERE REASONABLY FORESEEABLE.

11.3 Exceptions and Enhanced Cap. SECTIONS 11.1 (GENERAL CAP) AND 11.2 (NO CONSEQUENTIAL DAMAGES) WILL NOT APPLY TO ENHANCED CLAIMS OR UNCAPPED CLAIMS (AS TO OBLIGATIONS ARISING UNDER SECTION 10 (Defense & Indemnification), AN EXCEPTION TO SECTION 11.2 (NO CONSEQUENTIAL DAMAGES) SOLELY TO THE EXTENT THOSE DAMAGES ARE PAID TO THIRD PARTIES). FOR ALL ENHANCED CLAIMS, EACH PARTY’S ENTIRE (I.E., AGGREGATE, NOT PER-CLAIM) LIABILITY WILL NOT EXCEED THE ENHANCED CAP.

11.4 Nature of Claims. The liability limitations and damages waivers and exclusions in this Section 11 apply regardless of the form of action, whether in contract, tort (including negligence), strict liability or otherwise, and survives and applies even if any limited remedy in this Agreement fails of its essential purpose. Each provision of this Agreement that limits liability, disclaims warranties, or waives or excludes damages is to allocate the risk of this Agreement between the parties. This allocation is reflected in the pricing offered by Argyle to Customer and is an essential element of the basis of the bargain between the parties. Without limiting Section 12.11 (Amendment; Waiver; Severability), each of these provisions is severable and independent of all other provisions of this Agreement.

11.5 No Double Recovery. NEITHER PARTY MAY RECOVER MORE THAN ONCE FOR THE SAME LOSS, REGARDLESS OF THE NUMBER OF PROVISIONS OF THIS AGREEMENT THE SAME FACTS BREACH OR THE NUMBER OF THEORIES ON WHICH RECOVERY IS SOUGHT.

12. General Terms.

12.1 Assignment. Neither party may assign this Agreement without the prior consent of the other party, except that either party may assign this Agreement, with notice to the other party, in connection with the assigning party’s merger, reorganization, acquisition, or other transfer of all or substantially all its assets to which this Agreement relates or voting securities. Any non-permitted assignment is void. This Agreement binds and inures to the benefit of each party’s permitted successors and assigns. Argyle may also assign this Agreement, in whole or as to any Open Payroll Platform offering, to an Affiliate on notice to Customer. On the effective date stated in that notice, the assignee Affiliate is “Argyle” under this Agreement as to the assigned offering, assumes Argyle’s rights and obligations as to it, and the assigning entity is released from them. All other offerings and the balance of this Agreement are unaffected.

12.2 Governing Law; Dispute Resolution. The Agreement and disputes relating to it are governed by and construed in accordance with the laws of the State of New York, without giving effect to provisions that would require the laws of another jurisdiction to apply. UCITA, the UCC, and the UN Convention on Contracts for the International Sale of Goods do not apply. Before initiating arbitration, a party must give the other party written notice describing the dispute and the relief sought, and the parties must attempt in good faith to resolve it through discussions between representatives with authority to settle it. If the parties do not resolve the dispute within 30 days after that notice is received, either party may commence arbitration, and any applicable limitations period is tolled from the date that notice is received until 30 days after that date. Any unresolved dispute arising out of or relating to the Agreement is resolved by binding arbitration, including claims based in contract, tort, statute, fraud, misrepresentation, or any other legal theory and whether arising during or after the Term, except that either party is free to seek equitable relief in a court having jurisdiction in the event of a breach or threatened breach of a party’s obligations under Section 2.2 (Consumer Data), with respect to Confidential Information, or with respect to intellectual property rights. This agreement to arbitrate is subject to the Federal Arbitration Act, and the arbitration is administered by JAMS. Except as otherwise agreed by the parties: (i) where no disputed claim or counterclaim exceeds the sum or value of $250,000, not including interest or attorneys’ fees, the arbitration is conducted by a single arbitrator under the JAMS Streamlined Arbitration Rules and Procedures; and (ii) otherwise, the arbitration is conducted under the JAMS Comprehensive Arbitration Rules and Procedures by a single arbitrator, or by a panel of three (3) arbitrators where the amount in controversy exceeds the sum or value of $1,000,000 (those rules, as then in effect, the “JAMS Rules”). The arbitration is seated and takes place in New York, New York. The arbitrator (and not any court or agency) (a) has exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability, formation of, or defenses with respect to, the Agreement; and (b) has no power to award non-monetary or equitable relief of any sort, or to award damages inconsistent with the Agreement, including any provision limiting a party’s liability. Each party may bring claims against the other only in its individual capacity and not as a plaintiff or class member in any purported class, collective, or representative proceeding, whether in arbitration, in court, or in any other forum, and unless both parties agree otherwise the arbitrator may not consolidate more than one Person’s claims or preside over any form of representative or class proceeding. Judgment on any arbitration award may be entered in any court having jurisdiction. All aspects of the arbitration are treated as confidential. To the extent a dispute is not subject to arbitration, or if this Section 12.2’s agreement to arbitrate is found unenforceable, the parties submit to the exclusive jurisdiction and venue of the state and federal courts located in New York, New York, and each party waives any right to a trial by jury.

12.3 Trials and Betas. Argyle may offer optional Trials and Betas. Use of Trials and Betas is permitted only for Customer’s internal evaluation during the period designated by Argyle on the Service Order (or if not designated, 30 days). Either party may terminate Customer’s use of Trials and Betas at any time for any reason. Trials and Betas may be inoperable, incomplete or include features never released. Despite anything to the contrary, Argyle offers no warranty, defense or indemnity, Service Levels, or Support for Trials and Betas and, to the fullest extent permitted by Law, its liability for Trials and Betas does not exceed US$1,000.

12.4 Platform Modifications; Customer Terms Updates.

a Platform Modifications. Argyle may make Modifications to the Open Payroll Platform from time to time. Argyle must provide Customer notice (including descriptions) of Modifications to the Open Payroll Platform as described in the Support Policy. If a Modification materially adversely affects Customer, Customer must notify Argyle within a reasonable period (not to exceed 30 days after the Modification occurs), and Argyle must use commercially reasonable efforts to cure that material adverse effect. If Argyle does not cure that material adverse effect within 30 days of its receipt of Customer’s notice, Customer may terminate the affected Service Order(s) on notice to Argyle, in which case Argyle must refund any prepaid, unused fees for the terminated portion of the Order Term(s). Customer acknowledges that Argyle cannot guarantee the continued availability of Data Locations or their continuing interoperation with the applicable Open Payroll Platform features, and, for clarity, Argyle’s cessation of offering or supporting an integration with a Data Location, in whole or in part, is not a “Modification.” Where Customer uses the applicable Open Payroll Platform offering in connection with a transaction or purpose described in 15 U.S.C. § 1681b(a)(3), including as identified in the applicable Service Order, a Modification that causes that offering to become subject to the FCRA, and any resulting update to this Agreement, does not materially adversely affect Customer and does not materially decrease the overall functionality of the Open Payroll Platform, in each case for purposes of Sections 4.2.a, 4.3 and this Section 12.4.a.

b Terms Updates. Argyle may update these Open Payroll Customer Terms (including, for clarity, any document referenced in these Open Payroll Customer Terms) from time to time. Argyle must give notice of material updates via its legal changelog, available at argyle.com/legal/legal-changelog (“Legal Changelog”) (or a successor system or website Argyle designates). Customer may subscribe to receive notifications of updates as described in the Legal Changelog. Except as otherwise set forth in the next sentence, those updates apply (i) to all Service Orders executed after the date of the updated version, and (ii) prospectively to the renewal of Service Orders entered into before the date of the updated version as of the renewal date unless Customer elects not to renew as provided in the applicable Service Order, provided that the update was made at least ten (10) days before Customer’s right to not renew expired. On notice to Customer via the Legal Changelog, Argyle may modify the Support Policy, Service Levels, DPA, or Security Measures to (1) reflect new features or changing practices, (2) when an update is required as a result of changes in Law (including Applicable Data Protection Law (as defined in the DPA)), or (3) a merger, acquisition, or other similar transaction, but the updates may not be retroactive or materially decrease Argyle’s overall obligations during an Order Term. Despite the preceding provisions of this Section 12.4.b, changes to this Agreement that Argyle reasonably determines are necessary for either party to comply with Law take effect immediately on notice via the Legal Changelog, including during an Order Term.

12.5 Authorized Contractors. Subject to the DPA where applicable, each party may use Authorized Contractors to exercise its rights, perform its obligations, and otherwise act on its behalf in connection with this Agreement. As to Argyle, this may include Argyle’s procurement from Authorized Contractors data, software, content, technology, and other materials, and services that are used in providing, incorporated into, or made available via the Open Payroll Platform. For clarity, neither Consumers nor Data Locations are a party’s Authorized Contractors. Neither (a) Data Locations, (b) Argyle’s Affiliates, Authorized Contractors, or Consumers, or (c) Argyle’s or their partners, principals, members, employees, and agents (the Persons referred to in the preceding clauses (b) and (c) are, together with Argyle, the “Argyle Indemnitees”), has any liability or obligations to Customer, Customer’s Affiliates or Authorized Contractors, End Users, (together, “Customer Parties”) or any other Person, arising out of this Agreement. Customer agrees to: (i) bring any claim or other legal proceeding of any nature arising from or related to Argyle’s breach of this Agreement against Argyle and not against any other Argyle Indemnitees; (ii) ensure that other Customer Parties do not assert any claim arising from or related to this Agreement against Argyle or the Argyle Indemnitees; and (iii) accept responsibility and liability if such a Person pursues such a claim. Sections 10.2 and 12.5 are intended for the benefit of the Data Locations and Argyle Indemnitees.

12.6 Compliance with Law. Each party must comply with Law when exercising its rights or performing its obligations under this Agreement, including: (i) Applicable Data Protection Law (as defined in the DPA) when Processing Personal Data in connection with this Agreement; (ii) all applicable anti-corruption and anti-bribery laws, including, as applicable, the Foreign Corrupt Practices Act and the UK Bribery Act; and (iii) all applicable export, re-export, and import control laws and regulations of all applicable jurisdictions. Without limiting clause (iii), Customer must not engage in any activities related to these Open Payroll Customer Terms or the Open Payroll Platform with any Person identified on the U.S. Treasury Department’s Office of Foreign Assets Control list of specially designated nationals and blocked persons subject to financial sanctions, currently accessible at www.treasury.gov/ofac.

12.7 Notices. Notices under this Agreement must be in writing. Notices of termination, of material breach and its cure period, of assignment, and initiating arbitration under Section 12.2 must be delivered by hand, registered mail, or overnight delivery to the recipient at the address for notice on the applicable Service Order (or, if no such address is thereon specified, by Customer, to Customer’s registered agent’s address in its state of incorporation or other reasonable address (e.g., the corporate address specified on a Service Order)), and are deemed given on receipt; Customer must also send a copy to legal@argyle.com, which is not itself notice. All other notices may be sent by email to the addresses on the applicable Service Order (for Argyle, legal@argyle.com) and are deemed given on the first business day after sending, unless the sender receives a delivery failure. Argyle may give operational notices through the Open Payroll Platform or as otherwise set forth in this Agreement.

12.8 Publicity. Except as otherwise set forth in a Service Order, Argyle may publicly list Customer as a customer of Argyle and use Customer’s name, trademarks, service marks, trade names, and logos for marketing or promotional purposes and in other communications with existing or potential Argyle customers, resellers, or investors.

12.9 Force Majeure. Neither party is liable for any delay or failure to perform as required by this Agreement (except for payment obligations) because of a condition beyond its reasonable control, so long as it uses reasonable efforts to mitigate the condition.

12.10 Entire Agreement; Interpretation. This Agreement (including all Service Orders, Statements of Work, and exhibits, attachments, and other documents incorporated by reference) constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous understandings, proposals, statements, sales materials, presentations, or non-disclosure or other agreements, whether oral or written. No oral or written information or advice given by Argyle, its agents, or its employees creates a warranty or in any way increases the scope of the warranties or obligations in this Agreement. Excluding Service Orders and Statements of Work, terms in business forms, purchase orders, vendor registration portals, or quotes used by either party do not amend or modify this Agreement, even if accepted by Argyle or executed by the parties after the Effective Date; any such documents are for administrative purposes only. Each party acknowledges that this Agreement was fully negotiated by the parties and, therefore, no provision of this Agreement is interpreted against any party because that party or its legal representative drafted that provision. Except as otherwise expressly set forth in this Agreement, the parties do not intend to confer a third-party beneficiary right of action upon any third party.

12.11 Amendment; Waiver; Severability. Any amendment to this Agreement must be in writing and signed by each party’s authorized representatives, except that Argyle may update these Open Payroll Customer Terms as provided in Section 12.4. Where this Agreement provides that the parties may otherwise agree, or that a party may consent to or approve something, that agreement, consent, or approval is effective only if in writing (email is sufficient). A Service Order, including its Additional Terms, is a writing signed by each party’s authorized representatives for purposes of this Section. Waivers must be signed by the waiving party’s authorized representative and cannot be implied from conduct. If any provision of this Agreement is held by a court or other tribunal of competent jurisdiction to be unenforceable, that provision is limited or eliminated to the minimum extent necessary to render that provision enforceable and, in any event, the remainder of this Agreement continues in full force and effect. Titles and headings of sections of this Agreement are for convenience only and do not affect the construction of any provision of this Agreement.

12.12 Order of Precedence. If the following documents conflict, the order of precedence is: (a) the applicable Service Order(s), (b) the DPA, (c) the body of these Open Payroll Customer Terms, (d) any other terms incorporated by reference or any other exhibits or attachments, and (e) the applicable Documentation. Any “Additional Terms” on a Service Order apply solely to that Service Order. Although Customer may order the Open Payroll Platform, Support, or Professional Services, through a Reseller, Argyle is not party to the agreement between the Reseller and Customer. If a Reseller Order conflicts with these Open Payroll Customer Terms, these Open Payroll Customer Terms control.

12.13 Messaging Services. The Open Payroll Platform may include functionality that enables Customer to send text messages or emails via the Open Payroll Platform to Consumers’ mobile devices or email accounts, as applicable (“Messaging Services”). Customer agrees that the use of Messaging Services is subject to the Messaging Policy available at argyle.com/legal/open-payroll/messaging-policy (“Messaging Policy”), which is incorporated into this Agreement by this reference. In addition, Customer agrees that to the extent text message and email functionality is made available, Customer’s use of such functionality is limited to sending transactional (i.e., non-marketing) text messages or emails via the Open Payroll Platform to Consumers’ mobile devices or email accounts for the sole purpose of initiating the Consumer’s use of Link and who have given Customer express right to send SMS or email messages for that purpose.

12.14 Code of Federal Regulations.  As applicable, Argyle agrees to comply with the clauses included under 48 C.F.R. § 52.244-6 Subcontracts for Commercial Products and Commercial Services, and all applicable equal opportunity laws including the provisions of Section 402 of the Vietnam Era Veterans Readjustment Assistance Act of 1974 (38 USC 4212), and Section 503 of the Rehabilitation Act of 1973, as amended, and the regulations at 41 C.F.R. §§ 60-250 and 60-741 et seq., which prohibit discrimination against and require affirmative action to employ and advance in employment based on their status as protected veterans or individuals with disabilities, and Executive Order 13496 (29 CFR Part 471, Appendix A to Subpart A), which requires notice to employees of their rights under federal labor laws. These requirements are incorporated by reference into this Agreement.

12.15 Commercial Items. The Open Payroll Platform and related services are “Commercially available off-the-shelf (COTS) items”, consisting of “Commercial Product(s),” “Commercial Computer Software” and “Commercial Computer Software Documentation,” as such terms are used in 48 C.F.R. § 2.101. Consistent with 48 C.F.R. § 12.212 or 48 C.F.R. §§ 227.7202-1-227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being provided (a) only as Commercial Items and (b) with only those rights as are granted to all other Argyle customers. Unpublished-rights are reserved under the copyright laws of the United States.

13. Definitions.

13.1 “Affiliate” means an entity controlled, controlling or under common control with a party, where control means at least 50% ownership or power to direct an entity’s management.

13.2 “API” means Argyle’s proprietary application programming interface accessible using the API Key(s) and through which Consumer Data may be delivered to Customer via the Open Payroll Platform (e.g., through a Customer Application, Third-Party Platform, or Console).

13.3 “API Key(s)” means the unique key(s) for the API made available by Argyle to Customer. An API Key may be a production API Key or a sandbox API Key.

13.4 “Argyle” means the party identified as “Argyle” on the Service Order or, as to a particular Open Payroll Platform offering, the Affiliate to which that offering is assigned under Section 12.1.

13.5 “Argyle Software” means any proprietary apps or software that Argyle distributes to Customer as part of the Open Payroll Platform.

13.6 “Argyle Terms” means, together, Argyle’s standard terms applicable to Consumers’ use of the Open Payroll Platform (including Link, available at argyle.com/legal/consumers, including (a) Argyle’s Consumer Terms available at argyle.com/legal/consumers/consumer-terms and (b) Argyle’s privacy notice, available at argyle.com/legal/consumers/privacy-notice (or successor URLs, and each of which as may be updated by Argyle from time to time)).

13.7 “Authorized Contractor” means, as to a party, its Affiliates, contractors, agents, and others through which that party exercises its rights or performs its obligations under this Agreement, or that otherwise act on that behalf in connection with this Agreement and, as to Customer, only if that Person is performing services to Customer under a separate written agreement with Customer and who(se): (a) has a need to use the Open Payroll Platform, but solely in performance of its obligations to Customer and (b) is not a competitor of Argyle; and (c) use of the Open Payroll Platform is subject to and consistent with this Agreement.

13.8 “Confidential Information” means, with respect to a disclosing party, all non-public information, data, and material disclosed in any form to the other party by or on behalf of the disclosing party that is marked or described as, contains content that would reasonably be considered to be, or is provided under circumstances reasonably indicating it is, confidential or proprietary. Customer’s Confidential Information includes Customer Data. Argyle’s Confidential Information includes the Agreement, the Open Payroll Platform, and non-public information and materials related to them, including technical or performance information about the Open Payroll Platform. For clarity, Consumer Data is neither party’s Confidential Information.

13.9 “Console” means Argyle’s web-based user interface (a) that End Users can use to initiate Consumer interaction with the Open Payroll Platform and (b) take delivery of Consumer Data as authorized by this Agreement. Console is a means of using the Open Payroll Platform without integrating the Open Payroll Platform with a Customer Application.

13.10 “Consumer” means an individual using the consumer-facing features and functionalities of the Open Payroll Platform via Link, including for the purpose of delivering their Consumer Data to Customer to enable Customer’s provision of products or services to that individual.

13.11 “Consumer Data” means any data or information relating to a Consumer that is obtained through the Open Payroll Platform and delivered to Customer, whether retrieved from a Data Location, obtained through Employer Outreach, or obtained from another source. Registration Data is not Consumer Data and Consumer Data is neither party’s Confidential Information under this Agreement (although such data may be subject to a party’s confidentiality or other obligations under Law (e.g., the Safeguards Rule and the Financial Privacy Rule, as applicable)).

13.12 “Customer” means the party identified as ‘Customer’ on a Service Order.

13.13 “Customer Application” means a software or software-as-a-service application developed by or on behalf of Customer.

13.14 “Customer Data” means (a) non-public account administrative data, including billing information, account profile setup information, and similar administrative information, and (b) data or information relating to Consumers uploaded by or on behalf of Customer (including by or on behalf of End Users), to the Open Payroll Platform, including, if so uploaded, data or information relating to a Consumer that Customer (including a Third Party Platform acting on Customer’s behalf) collects from a Consumer; in each case as uploaded by End Users to the Open Payroll Platform (whether through the Customer Application or Console). Customer Data does not include Consumer Data, Registration Data, or Usage Data.

13.15 “Data Location” means a third-party payroll, human resources, gig, or other platform with which the applicable Consumer has an account.

13.16 “Documentation” means Argyle’s standard usage documentation for the Open Payroll Platform available at docs.argyle.com.

13.17 “Employer Outreach” means the features and functionalities of the Open Payroll Platform through which Argyle contacts a Consumer’s current or former employer, or another Person that holds records concerning that Consumer’s work, to obtain information concerning that Consumer.

13.18 “End User” means Customer, its Affiliates, and Authorized Contractors, individual employees, contractors, agents, or others acting on those Persons’ behalf, using the Open Payroll Platform through Customer under this Agreement. For clarity, individuals are Consumers and not End Users when using the Open Payroll Platform via Link or Passport.

13.19 “Enhanced Cap” means three (3) times the General Cap.

13.20 “Enhanced Claims” means a party’s breach of the DPA.

13.21 “FCRA” means the Fair Credit Reporting Act, 15 U.S.C. § 1681 et seq., including as implemented by Regulation V, 12 C.F.R. Part 1022, and any analogous state law.

13.22 “General Cap” means amounts paid or payable by Customer for the Open Payroll Platform and related services for the 12 months immediately preceding the first incident giving rise to liability for which relief is sought. If a Service Order between Argyle and Customer provides that Customer must pay at least a minimum amount for that 12-month period (e.g., an annual minimum, or the sum of pro-rata portions of annual minimums) covering both the Open Banking Platform and Open Payroll Platform and Customer’s usage based fees incurred during that period for the Open Banking Platform and Open Payroll Platform are less than that minimum amount, the General Cap amount resulting from that Service Order is calculated based on the pro rata of the usage based fees for the Open Banking Platform and Open Payroll Platform incurred during that period allocated to that minimum amount. Where those usage based fees equal or exceed that minimum amount, the General Cap is the amounts paid or payable by Customer for the Open Payroll Platform and related services.

13.23 “Law” means any law, regulation, rule, court order, or other binding requirement of a government authority that applies to a party.

13.24 “Link” means the front-end user interface widget Consumers use to interact with the Open Payroll Platform.

13.25 “Modification” means a material (a) change to the Open Payroll Platform affecting Customer’s use or (b) release of a new version of the Open Payroll Platform.

13.26 “Onboarding Procedures” means the approval, due diligence requirements, and vetting procedures established (and as may be modified from time to time) to onboard and approve Customer for use of the Open Payroll Platform.

13.27 “Open Banking Platform” means Finicity Corporation’s (“Finicity”) software-as-a-service platform resold by Argyle that, among other things, enables the retrieval and delivery of Consumer account data (e.g., account debits, credits, other transaction-level data, and other data available under the applicable Consumer’s Registration Data) from financial institutions (e.g., Regulation E account providers, Regulation Z card issuers), resold by Argyle and ordered under a Service Order.

13.28 “Open Payroll Platform” means Argyle’s software-as-a-service platform that (i) provides certain features and functionalities enabling the retrieval and delivery of Consumer Data from Data Locations and, through Employer Outreach or otherwise, from other sources, in each case at the direction of or on an authorization relating to the applicable Consumer, and (ii) provides certain features and functionalities for the Processing of Consumer Data or Customer Data (e.g., Doc VOI (defined in the DPA)), as ordered under a Service Order. For clarity, the Open Payroll Platform includes the API, API Keys, Console, Documentation, and Link, but does not include Support, Professional Services, or resulting deliverables, Customer Applications, the Open Banking Platform, or Third-Party Platforms.

13.29 “Order Effective Date” means, as to a Service Order, the “Order Effective Date” on that Service Order.

13.30 “Order Initial Term” means, as to a Service Order, the Order Initial Term on that Service Order.

13.31 “Order Renewal Term” means, as to a Service Order, the Order Renewal Term(s), if any, on that Service Order.

13.32 “Order Term” means, as to a Service Order, the Order Initial Term together with the Order Renewal Terms, if any, on that Service Order or, if the Service Order is an Online Order, the period in Section 7.1.

13.33 “Person” means any individual or entity, including any governmental authority and any unincorporated organization, whether or not it has separate legal personality.

13.34 “Processing” (and “Process(ed)”) is defined in the DPA.

13.35 “Professional Services” means training, migration, or other professional services that Argyle furnishes to Customer related to the Open Payroll Platform, as described in the applicable Statement of Work.

13.36 “Registration Data” means a Consumer’s credentials for a Data Location — the username, password, one-time passcode, or other information the Consumer uses to sign in, including through a separate identity service the Data Location relies on — and related account access and registration information provided by that Consumer for the purpose of accessing Consumer Data from that Data Location. The Argyle Terms call this information the Consumer’s “Credentials.”

13.37 “Representatives” means a party’s Affiliates, Authorized Contractors, End Users, and its and their directors, officers, employees, agents, contractors, subcontractors, partners, and third-party service providers.

13.38 “Reseller” means a third-party authorized by Argyle to resell or otherwise distribute the Open Payroll Platform under a separate agreement between Argyle and that third-party.

13.39 “Reseller Order” means an order for the Open Payroll Platform between Customer and a Reseller incorporating or otherwise referencing these Open Payroll Customer Terms.

13.40 “Routed Request” means each request submitted to Argyle through one or more Third-Party Platforms, point-of-sale systems, or loan origination systems, and each request for which Argyle delivers Consumer Data or other output into one or more Third-Party Platforms, point-of-sale systems, or loan origination systems, in each case whether or not that platform or system is specified on a Service Order.

13.41 “SDK” means Argyle’s proprietary software development kit made available to Customer and designed to enable the integration of Link into the Customer Application(s).

13.42 “Service Order” means an order for Customer’s access and use of the Open Payroll Platform, Support, Professional Services, or related services that is (a) executed by the parties and incorporating or otherwise referencing these Open Payroll Customer Terms, or (b) is an ordering screen setting forth commercial terms with respect to Customer’s use of the Open Payroll Platform and presenting Customer the ability to accept this Agreement by clicking a box indicating acceptance of this Agreement before proceeding to a step in which Customer enters its payment information (“Online Order”). If a Service Order between Customer and Argyle is for both the Open Banking Platform and the Open Payroll Platform: (i) Customer’s execution of that Service Order creates two separate agreements (i.e., (1) an agreement for use of the Open Payroll Platform subject to the Open Payroll Customer Terms, and (2) an agreement for use of the Open Banking Platform subject to the Open Banking Customer Terms); and a breach of either set of terms (i.e., either the Open Payroll Customer Terms or the Open Banking Customer Terms) is not deemed a breach of the other set of terms. Where Customer orders the Open Payroll Platform through a Reseller, references in this Agreement to a Service Order mean the applicable Reseller Order, except that (i) no provision of a Reseller Order modifies Argyle’s obligations under this Agreement unless Argyle has separately and expressly agreed with Customer in writing, and (ii) Argyle has no obligation to provide anything in excess of what that Reseller is authorized to resell under its agreement with Argyle.

13.43 “Statement of Work” means a statement of work for Professional Services that is executed by the parties and references this Agreement.

13.44 “Support” means support for and maintenance of the Open Payroll Platform as described in Section 3.1 (Support).

13.45 “Third-Party Platform” means any product, add-on, or platform not provided by Argyle that Customer uses with the Open Payroll Platform, including Argyle-authorized reseller or distributor platforms with which the Open Payroll Platform interoperates or is otherwise accessible.

13.46 “Trials and Betas” mean use of the Open Payroll Platform or Open Payroll Platform features or functionalities on a free, trial, beta or early-access basis.

13.47 “Uncapped Claims” means (a) the indemnifying party’s obligations under Section 10 (Defense & Indemnification), (b) either party’s willful infringement or misappropriation of the other party’s intellectual property rights, (c) breaches of Section 8 (Confidentiality) (excluding breaches related to Customer Data), (d) liabilities that cannot be limited by Law, and (e) amounts owed by a party under this Agreement, including interest and costs of collection.

13.48 “Usage Data” means Argyle’s technical logs, data and learnings about Customer’s use of the Open Payroll Platform, but excluding Customer Data, Consumer Data, and Registration Data.

13.49 “Virus” means viruses, malicious code or similar harmful materials.