PAYROLL PROCESSING SERVICES AGREEMENT

(CorePay LLC)

*[These terms and conditions are applicable to all individuals or entities who have signed up for payroll services by signing an order form and/or payroll services enrollment/authorization form with CorePay LLC and authorized by CorePay to use the payroll services for their business.]

[LAST UPDATED NOVEMBER 4, 2025]

This Payroll Processing Services Agreement (the “Agreement”) is made and entered into by and between you (“you,” “User”) and CorePay LLC (“CorePay,” “we,” or “us”). This Agreement contains the terms and conditions that govern the use of, and the terms and conditions upon which CorePay will provide to you, certain payroll services, as agreed in the Order Form and/or Payroll Services Enrollment Form through our site (collectively, the “Services”).

BY PURCHASING, ACCESSING, OR USING THE SERVICES, YOU AGREE TO BE BOUND BY THIS AGREEMENT AND ALSO OUR WEBSITE TERMS AND CONDITIONS AND PRIVACY POLICY, WHICH ARE INCORPORATED HEREIN BY REFERENCE.

If you are agreeing to these terms on behalf of a business, you represent and warrant that you have authority to bind that business to this Agreement, and your agreement to these terms will be treated as the agreement of the business. In that event, “you” and “your,” refer to that business.

If you are using CorePay Payroll Services in the state of Kansas, additional terms under Appendix A to this Agreement shall also apply to you.

AGREEMENT TERMS AND CONDITIONS

1. Definitions

“ACH” means Automated Clearing House.
“Check Date” means the payroll processing date.
“Entries” has the meaning given to it in Section 3.5.
“EFT” means Electronic Funds Transfer.
“NACHA” means National Automated Clearing House Association.
“NSF” means insufficient or non-sufficient funds.
“Order Form/Payroll Services Enrollment Form” means the document executed by you and which describes the Services, term, fees, and any additional information.
“Payroll Data” means any data related to payroll provided to CorePay in connection with the Services, including but not limited to any information provided by User, Payroll Administrator, independent contractors engaged by User, and all information used to calculate and pay employee payroll, employee benefits, payroll taxes payable to applicable taxing agencies, employer identification numbers, unemployment insurance tax rates, employment tax deposit schedules, and payroll tax returns.
“User” includes any person or entity who purchases, uses, or accesses the CorePay Payroll Services, in their company’s capacity or on an individual capacity.
“CorePay Payroll” means CorePay’s platform or solution to use payroll services.

2. Payroll Services

2.1. As long as you meet your payment obligations and comply with the terms of this Agreement, CorePay will provide you the Services. You may not use the Services on a professional basis for anyone other than you without the consent of CorePay.

2.2. CorePay will provide you access to the CorePay Payroll for the purposes of:
(i) calculating payroll and associated liabilities for your business;
(ii) processing payroll and making related payroll payments;
(iii) making certain payroll tax payments and filings electronically;
(iv) sending wage garnishments, such as child support payments, to applicable local, state, or federal agencies (to the extent applicable to you); and
(v) any other activities as agreed between parties in the Payroll Services Enrollment Form or Ordering Documents.

2.3. Services provided by CorePay will be based upon Payroll Data provided by Users. You shall be solely responsible for updating and maintaining the completeness and accuracy of such information required for the Services. Failure to provide the required documents may adversely impact CorePay’s ability to perform the Services. You understand that CorePay will not be responsible for penalties or interest due to missing, late, inaccurate, or incomplete information. Unless agreed by CorePay in writing for tax filing of any previous period, you are responsible for:
(i) depositing any federal, state, and local withholding liabilities incurred prior to enrolling in CorePay Services;
(ii) submitting any payroll returns to tax agencies that were due for payroll tax liabilities incurred prior to enrolling in CorePay Services; and
(iii) cancelling any prior payroll services or services of professional employee organizations/employee leasing companies.

2.4. You acknowledge and agree that (i) CorePay is not acting in a fiduciary capacity for your business; (ii) using the Services does not relieve your obligations under local, state, or federal laws or regulations to retain records relating to your data contained in CorePay’s files; and (iii) any information that CorePay provides in connection with the Services is for informational purposes only and should not be construed as legal, tax, or accounting advice; and (iv) CorePay, by this Agreement, does not hold itself out as being a CPA, accountant, or other payroll services advisor. You are solely responsible for seeking advice from certified professionals.

3. Your Responsibilities/Obligations

3.1. You will designate and authorize either yourself and/or one or more users with authority to act on your behalf and to bind you and/or your business in various roles such as Payroll Administrator/Authorized User, who may access the Services by entering a confidential user ID and password created by following the instructions provided via the Services and which will entitle them, depending on their designation and permissions given, to have authority to access, review, modify, and/or provide approvals on your behalf.

3.2. You will be responsible (i) for actions taken under your account; (ii) to follow instructions that CorePay provides to you with respect to the Services; (iii) to provide accurate, timely, and complete information required for CorePay to perform the Services; and (iv) to notify CorePay of all third-party notices, such as Internal Revenue Service (“IRS”) penalty notices, which could affect CorePay’s ability to effectively provide the Services or increase the likelihood of a claim.

3.3. A minimum of ten (10) business days before the initial Check Date, you will provide your bank account information and submit completed and executed documents required by CorePay, including all applicable powers of attorney and any additional information requested.

3.4. You agree to provide accurate Payroll Data at least two (2) business days prior to Check Date. Failure to do so may result in delays or additional processing fees. By submitting Payroll Data, you confirm that the information is accurate and compliant with all applicable laws.

3.5. Your Payroll Administrator with permission to process payroll shall approve and submit the Payroll Data, thereby authorizing CorePay to create and transmit credit or debit entries (the “Entries”) necessary to process your payroll and payroll tax transactions.

3.6. You agree not to:
(i) use the Services other than as authorized in this Agreement or ordering documents;
(ii) resell, sublicense, time-share, or otherwise share the Services with any third party;
(iii) frame or mirror the Services;
(iv) decompile, disassemble or reverse-engineer the software; or
(v) use the Services for illegal activity.

4. Bank Account and Direct Deposit

4.1. You are responsible for maintaining a bank account (“Bank Account”) with sufficient available funds to cover all payroll, taxes, fees, and other obligations (“Amounts Due”). You authorize CorePay to debit your Bank Account via ACH to cover Amounts Due and agree that sufficient funds will be on deposit at least two (2) business days before payments are due.

4.2. In the event CorePay’s ACH provider cannot withdraw funds due to NSF or any other reason, you agree to reimburse CorePay for all related charges and costs. Each NSF will result in a $200.00 fee (or higher depending on bank charges), plus all associated costs and interest at 1.5% per month. CorePay reserves the right to suspend or terminate the Services for non-payment.

5. Payment of Fees

You agree to pay CorePay fees for the Services, reimbursement amounts, and other charges (as defined in your Order Form or Enrollment Form). Bills are due upon presentation. Overdue accounts accrue 1.5% monthly interest (18% annually) or the highest legal rate.
You may review current fees here:
https://corepay.corelconsulting.com/miscellaneous-fees/

6. Cancellation, Amendment, Retransmission, and Reversal of Entries

User will have no right to cancel or amend any Payroll Data after receipt by CorePay. CorePay may, at its discretion, attempt to comply with cancellation or amendment requests but will have no liability if unsuccessful.

7. Authorization

Each employee authorizes CorePay to initiate electronic transfers of wages and any necessary reversal entries. You must retain authorization records for at least two (2) years after termination.

8. Consent to Share Information

User acknowledges that CorePay may share relevant information with the User’s employer or vendors as necessary to perform payroll services.

9. Contractors, Users Vendors

CorePay may use agents or contractors to perform the Services. CorePay remains responsible for its contractors but is not responsible for acts of third-party vendors chosen by the User.

10. Indemnification; Liability

User agrees to indemnify and hold harmless CorePay, its affiliates, and employees from all claims arising out of:
(i) inaccurate or late Payroll Data;
(ii) failure to maintain sufficient funds;
(iii) non-compliance with NACHA Rules or applicable law.

CorePay’s liability shall not exceed the total fees paid for the Services during the six (6) months prior to the claim. CorePay shall not be liable for any consequential, indirect, or special damages.

11. Term and Termination

Either party may terminate this Agreement with thirty (30) days’ written notice. CorePay may suspend or terminate immediately in cases of non-payment, misrepresentation, or compliance concerns.

12. Compliance with Laws

User shall comply with all applicable laws and regulations, including ACH and NACHA rules, throughout the term of this Agreement.

13. Confidentiality

All confidential, financial, or private information exchanged will be held in strict confidence and used only for purposes of this Agreement.

14. Proprietary Rights

All rights in CorePay Payroll, materials, enhancements, and feedback belong solely to CorePay LLC or its licensors. Any user feedback may be used by CorePay without obligation.

15. General Terms

Entire Agreement. This Agreement constitutes the full understanding between the parties.
Amendments. CorePay may modify this Agreement with thirty (30) days’ notice.
Governing Law and Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of Ohio, without regard to conflict of law principles. The courts of Franklin County, Ohio shall have exclusive jurisdiction.
Relationship. This Agreement does not create a partnership or joint venture. CorePay acts solely as an independent contractor.
Force Majeure. Neither party shall be held responsible for delay or failure due to causes beyond their control.
Assignment. User may not assign this Agreement without CorePay’s written consent.
Electronic Transmission. Electronic acceptance and signatures are valid and binding.
Notices. All notices shall be sent to:

CorePay LLC
P.O. Box 41
Plain City, OH 43064
Email: privacy@corelconsulting.com
Attn: Legal Department

APPENDIX A – ADDITIONAL TERMS FOR USERS IN THE STATE OF KANSAS

Agent Appointment: User designates CorePay as its agent and directs CorePay to provide Services on the User’s behalf.
Representation to Employees: User will inform its employees and other payees that CorePay is providing Services on its behalf.
User’s Obligation: User acknowledges that its obligation to pay any employee or payee is not extinguished if CorePay fails to remit such funds.