Terms and Conditions

TERMS OF SERVICE AND END USER LICENSE AGREEMENT (“EULA”)

Applicable from: September 1, 2015. The following terms of service and end user license agreement (“EULA”) constitute an agreement between you and Commonwealth Cash Management Corp, and its affiliated websites (“Commpayhr.com”). This EULA governs your use of Software and Services (as specified below).

For purposes of this EULA “Software” means all software programs distributed, published or otherwise made available by Commpayhr.com or its affiliates including, but not limited to web based Payroll, Human Resources, and other online business solutions. Software also includes updates and upgrades as well as accompanying manual(s), packaging and other written, files, electronic or on-line materials or documentation, and any and all copies of such software and its materials.

“Services” means all services made available by Commpayhr.com, including but not limited to services accessed through online application, by means of a browser or by other online communication method.

Software and Services are collectively referred to as “Commpayhr.com Services”.

THE SOFTWARE IS LICENSED, NOT SOLD. YOUR USE OF THE SOFTWARE (AS SPECIFIED BELOW) IS SUBJECT TO THE TERMS AND CONDITIONS SET FORTH IN THIS EULA. BY USING OR ACCESSING THE COMMPAYHR.COM SERVICES OR ANY MATERIALS INCLUDED IN OR WITH THE COMMPAYHR.COM SERVICES, YOU HEREBY ACCEPT THE TERMS OF THIS EULA.

If you do not accept the terms of this EULA, do not use or access the Commpayhr.com Services.

1. LICENSES SOFTWARE LICENSE: Subject to this EULA and its terms and conditions, Commpayhr.com hereby grants you a non-exclusive, non-transferable, non-sublicensable, limited right and license to use one copy of the Software for your personal noncommercial use on a single computer, unless otherwise specified in the Software documentation. The rights granted herein are subject to your compliance with this EULA. The Software is being licensed to you and you hereby acknowledge that no title or ownership in the Software is being transferred or assigned and this EULA is not to be construed as a sale of any rights in the Software.

SERVICE LICENSE: Subject to this EULA and its terms and conditions, Commpayhr.com hereby grants you a non-exclusive, non-transferable, non-sublicensable, limited right and license to use the Services as provided by Commpayhr.com, for your personal non-commercial use, in the manner permitted by this EULA. The rights granted herein are subject to your compliance with this EULA.

LICENSE TERM: The term of your licenses under this EULA shall commence on the date that you accept this EULA and use the Software and/or Services and ends on the earlier date of either your disposal of the Software and/or Services or Commpayhr.com ‘s termination of this EULA. Your license terminates immediately if you attempt to circumvent any technical protection measures used in connection with the Software and/or Services or you otherwise use the Software and/or Services in breach of the terms of this EULA.

OWNERSHIP; NO OTHER LICENSES: Commpayhr.com retains all right, title and interest in and to the commpayhr.com Services, including, but not limited to, all copyrights, trademarks, trade secrets, trade names, proprietary rights, patents, titles, computer codes, audiovisual effects, themes, settings, artwork, sound effects, musical works, and moral rights whether registered or not and all applications thereof. The Commpayhr.com Services are protected by applicable laws and treaties throughout the world. Unless expressly authorized by mandatory legislation, the Commpayhr.com Services may not be copied, reproduced or distributed in any manner or medium, in whole or in part, without prior written consent from Commpayhr.com. All rights not expressly granted to you herein are reserved by Commpayhr.com.

2 THIRD PARTY SERVICES Commpayhr.com Services may include links to third party services and/or the third party services may be made available to you via Commpayhr.com Services. These services may include, but are not limited to recording and sharing, social medial connectivity and the like. These services are subject to respective third party terms and conditions. Please study these third party terms and conditions carefully as they constitute an agreement between you and the applicable third party service provider.

3 GENERAL LICENSE CONDITIONS You agree not to:

(i) commercially exploit the Commpayhr.com Services;(ii) distribute, lease, license, sell, rent, lend, convey or otherwise transfer or assign the Commpayhr.com Services, any copies thereof, or any passwords or usernames of Commpayhr.com Services, without the express prior written consent of Commpayhr.com or as set forth in this EULA;(iii) make a copy of the Commpayhr.com Services or any part thereof, including but not limited to Software (other than as set forth herein);(iv) make the Commpayhr.com Services publicly available or available on a network for use or download by multiple users;(v) except as otherwise specifically provided by the Commpayhr.com Services or this EULA, use the Commpayhr.com Services (or permit others to do same) on a network, for on-line use, or on more than one computer at the same time;(vi) reverse engineer, decompile, disassemble, translate, prepare derivative works based on or otherwise modify the Commpayhr.com Services, in whole or in part; (vii) remove, obscure or modify any copyright, trademark or other proprietary rights notices, marks or labels contained on or within the Commpayhr.com Services, falsify or delete any author attributions, legal notices or other labels of the origin or source of the material; (viii) misrepresent the source of ownership of the Commpayhr.com Services; (ix) transport, export or re-export (directly or indirectly) into any country forbidden to receive such Commpayhr.com Services by any U.S. or other export laws or accompanying regulations or otherwise violate such laws or regulations, that may be amended from time to time; or (x) scrape, build databases or otherwise create permanent copies of content returned from the Commpayhr.com Services.

The Commpayhr.com Services may include measures to control access to the Commpayhr.com Service, prevent unauthorized copies, or otherwise attempt to prevent anyone from exceeding the limited rights and licenses granted under this EULA. Only Commpayhr.com Services subject to a valid license can be used to access online services. You may not interfere with such access control measures or attempt to disable or circumvent such security features. If you disable or otherwise tamper with the technical protection measures, the Commpayhr.com Services will not function properly.

The Commpayhr.com Services requires an internet connection to access the Commpayhr.com Services or its internet-based features, authenticate the Software, or perform other functions. In order for certain features of the Commpayhr.com Services to operate properly, you may be required to have and maintain (a) an adequate internet connection and/or (b) a valid and active account with an online service as set forth in the documentation related to Commpayhr.com Services. By using the Commpayhr.com Services, you acknowledge and agree that third party data transfer fees may apply depending on your data plan. Please consult your carrier for further information. If you do not maintain such accounts, then the Commpayhr.com Services or certain features of the Commpayhr.com Services may not operate or may cease to function properly, either in whole or in part.

4 WARRANTY

4.1 Warranty for Physical software Products Commpayhr.com warrants to you (if you are the initial and original purchaser of the Software) that, to the extent the Software is made available to you on a physical storage medium, the original storage medium holding the Software is free from defects in material and workmanship under normal use and service for 90 days from the date of purchase. If mandatory legislation in your jurisdiction requires longer in excess to the aforementioned 90 days, the length of the warranty is amended accordingly. If for any reason you find a defect in the physical storage medium during the warranty period, Commpayhr.com agrees to replace, free of charge, any physical storage medium and related Software discovered to be defective within the warranty period as long as the Software is currently commercially distributed by Commpayhr.com. If the Software is no longer available, Commpayhr.com retains the right to substitute a similar piece of Software of equal or greater value. This warranty is limited to the physical storage medium and the Software as originally provided by Commpayhr.com and is not applicable to normal wear and tear. This warranty shall not be applicable and shall be void if the defect has arisen through abuse, mistreatment, or neglect. Any implied warranties prescribed by statute are expressly limited to the warranty period described above. When returning the Software subject to the limited warranty above, please send the original Software only to the Commpayhr.com address specified below and include: your name and return address; a photocopy of your dated sales receipt; and a brief note describing the defect and the system on which you are running the Software.

4.2 No other Warranties

NOTWITHSTANDING THE ABOVE MENTIONED WARRANTY FOR PHYSICAL STORAGE MEDIUM SPECIFIED IN SECTION 5.1 ABOVE, AND TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, THE COMMPAYHR.COM SERVICES ARE PROVIDED TO YOU “AS IS,” WITH ALL FAULTS, WITHOUT WARRANTY OF ANY KIND, WITHOUT PERFORMANCE ASSURANCES OR GUARANTEES OF ANY KIND, AND YOUR USE IS AT YOUR SOLE RISK. THE ENTIRE RISK OF SATISFACTORY QUALITY AND PERFORMANCE RESIDES WITH YOU. COMMPAYHR.COM, COMMPAYHR.COM ’S LICENSORS AND CHANNEL PARTNERS DO NOT MAKE, AND HEREBY DISCLAIM, ANY AND ALL EXPRESS, IMPLIED OR STATUTORY WARRANTIES, INCLUDING IMPLIED WARRANTIES OF CONDITION, UNINTERRUPTED USE, ACCURACY OF DATA (INCLUDING BUT NOT LIMITED TO LOCATION DATA), MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT OF THIRD PARTY RIGHTS, AND WARRANTIES (IF ANY) ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE. COMMPAYHR.COM, COMMPAYHR.COM ’S LICENSORS AND CHANNEL PARTNERS DO NOT WARRANT AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF THE SOFTWARE; THAT THE COMMPAYHR.COM SERVICES WILL MEET YOUR REQUIREMENTS; THAT OPERATION OF THE COMMPAYHR.COM SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT THE COMMPAYHR.COM SERVICES WILL INTEROPERATE OR BE COMPATIBLE WITH ANY OTHER COMMPAYHR.COM SERVICES OR THAT ANY ERRORS IN THE COMMPAYHR.COM SERVICES WILL BE CORRECTED. NO ORAL OR WRITTEN ADVICE PROVIDED BY COMMPAYHR.COM , COMMPAYHR.COM ’S LICENSORS AND CHANNEL PARTNERS OR ANY AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF OR LIMITATIONS ON IMPLIED WARRANTIES OR THE LIMITATIONS ON THE APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO SOME OR ALL OF THE ABOVE EXCLUSIONS AND LIMITATIONS APPLY ONLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.

5 LIMITATION OF LIABILITY

IN NO EVENT WILL COMMPAYHR.COM , COMMPAYHR.COM ’S AFFILIATES, COMMPAYHR.COM ’S LICENSORS OR CHANNEL PARTNERS BE LIABLE FOR SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES RESULTING FROM POSSESSION, ACCESS, USE OR MALFUNCTION OF THE COMMPAYHR.COM SERVICES, INCLUDING BUT NOT LIMITED TO, DAMAGES TO PROPERTY, LOSS OF GOODWILL, COMPUTER FAILURE OR MALFUNCTION AND, TO THE EXTENT PERMITTED BY LAW, DAMAGES FOR PERSONAL INJURIES, PROPERTY DAMAGE, LOST PROFITS OR PUNITIVE DAMAGES FROM ANY CAUSES OF ACTION ARISING OUT OF OR RELATED TO THIS EULA OR THE SOFTWARE, WHETHER ARISING IN TORT (INCLUDING NEGLIGENCE), CONTRACT, STRICT LIABILITY OR OTHERWISE AND WHETHER OR NOT COMMPAYHR.COM, COMMPAYHR.COM ’S LICENSORS OR CHANNEL PARTNERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FOR PURPOSES OF THIS SECTION 7, COMMPAYHR.COM ’S LICENSORS AND CHANNEL PARTNERS ARE THIRD PARTY BENEFICIARIES TO THE LIMITATIONS OF LIABILITY SPECIFIED HEREIN AND THEY MAY ENFORCE THIS EULA AGAINST YOU. BECAUSE SOME STATES/COUNTRIES DO NOT ALLOW CERTAIN LIMITATIONS OF LIABILITY, THIS LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION. THIS LIMITATION OF LIABILITY SHALL NOT BE APPLICABLE SOLELY TO THE EXTENT THAT ANY SPECIFIC PROVISION OF THIS LIMITATION OF LIABILITY IS PROHIBITED BY ANY FEDERAL, STATE, OR MUNICIPAL LAW, WHICH CANNOT BE PREEMPTED. THIS EULA GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY HAVE OTHER RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION. IN NO EVENT SHALL COMMPAYHR.COM ’S, COMMPAYHR.COM ’S AFFILIATES’, COMMPAYHR.COM ’S LICENSORS’ OR CHANNEL PARTNERS’ LIABILITY FOR ALL DAMAGES (EXCEPT AS REQUIRED BY APPLICABLE LAW) EXCEED THE ACTUAL PRICE PAID BY YOU FOR USE OF THE COMMPAYHR.COM SERVICES OR FIVE EUROS (EUR 5), WHICHEVER LESS.

6 OTHER TERMS AND CONDITIONS TERMINATION:

This EULA will terminate automatically if you fail to comply with its terms and conditions. In such event, you must destroy all copies of the Software and all of its component parts and cease and desist from accessing any Commpayhr.com Services.

EQUITABLE REMEDIES: You hereby agree that if the terms of this EULA are not specifically observed, Commpayhr.com will be irreparably damaged, and therefore you agree that Commpayhr.com shall be entitled, without bond, other security or proof of damages, to appropriate equitable remedies with respect to your breach of any of the terms of this EULA, in addition to any other available remedies.

AFFILIATE: For purposes of this EULA, an “affiliate” or Commpayhr.com means any legal entity that is directly or indirectly controlled by Commpayhr.com for so long as such control lasts. Control shall exist through direct or indirect ownership of more than 50% of the nominal value of the issued equity share capital or more than 50% of the shares entitling the holders to vote for the election of the members of the board of directors or persons performing similar functions.

INDEMNITY: You agree to indemnify, defend and hold Commpayhr.com, its partners, affiliates, contractors, officers, directors, employees and agents harmless from and against any and all damages, losses and expenses arising directly or indirectly from: (i) your acts and omissions to act in using the Commpayhr.com Services pursuant to the terms of the EULA; or (ii) your breach of this EULA.

RELIANCE: The Services provided by Commpayhr.com are intended as a source of information for your use. Reliance on this information is in no way intended to replace the advice of legal counsel or act as a substitute for any other professional advice.

MISCELLANEOUS: This EULA represents the complete agreement concerning this license between the parties and supersedes all prior agreements and representations between them. Commpayhr.com reserves the right, at its discretion, to change, modify, add or remove portions of this EULA by posting the updated EULA on Commpayhr.com’s website. You will be deemed to have accepted such changes by continuing to use the Commpayhr.com Services. If any provision of this EULA is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable and the remaining provisions of this EULA shall not be affected.

GOVERNING LAW AND DISPUTE RESOLUTION: This EULA will be governed by the laws of Massachusetts without reference to its choice of law rules. The United Nations Convention for the International Sale of Goods shall not apply. Any dispute, controversy or claim arising out of or relating to this EULA or the breach, termination or validity thereof shall be finally settled at Commpayhr.com’s discretion: (i) at your domicile’s competent courts; or (ii) by arbitration, in the English language.

YOU AGREE THAT YOU MAY BRING CLAIMS AGAINST Commpayhr.com ONLY IN YOUR INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.

IF YOU HAVE ANY QUESTIONS CONCERNING THIS AGREEMENT, YOU MAY CONTACT support@commpayhr.com