Terms of Service

PROPIO UNIFIED PLATFORM AGREEMENT Version: 2026-11-09 Last updated: November 9, 2026 Effective date: November 9, 2026, subject to the notice and acceptance requirements in Section 16.2. The version and effective date also appear in the acceptance record. PLEASE READ THESE TERMS. They describe the role in which you use Propio, your responsibilities, AI limitations and the terms for commercial Customers. Sections 10, 11 and 15 include commercial limitations, indemnities and an individual arbitration/class-action waiver for commercial Customers only. Those commercial provisions do not apply merely because a person uses a worker or business portal or works for a Customer. Nonwaivable rights remain. This agreement (the "Terms") is between Propio Inc., a Delaware corporation ("Propio," "we," "us," "our"), and each individual who affirmatively accepts it for app access (a "User"). It also governs a firm, professional or business that enters into it through an authorized representative or a signed order or agreement incorporating it (a "Customer"). References to "you" mean the User or Customer to whom a provision applies. A User's personal app acceptance does not represent that the User can bind an organization or another person. This is one agreement with provisions that apply by role. Sections 1-4, 6, 8-9, 14 and 16 apply to personal app use as described in Section 2.5 and Section 17. Commercial Customers are additionally subject to Sections 5, 7, 10-13 and 15 and the Data Processing Addendum in Annex A. A firm separately accepting payroll in its named firm capacity also accepts Annex B. An authorized firm signatory accepts the applicable Customer provisions and Annexes A and B for the firm; other Users do not assume its commercial debts. The Privacy Notice explains how we handle information. Acknowledging it is not consent to every data use, marketing message, or electronic tax document. Payment and recurring debit authorizations, the payroll provider's employer agreement and tax-agent forms, any required employer-specific mandate, and electronic tax-document/pay-statement delivery consents remain separate. A separate written agreement signed by Propio, including an MSA, reseller agreement or amendment, controls to the extent of a conflict. These Terms do not amend an executed agreement or eliminate an employer authorization that it requires. Section 17 identifies additional responsibilities for firms, business users and workers. Access obtained through a reseller remains subject to these Terms without enlarging that reseller's data access. 1. DEFINITIONS "AI Features" means any feature of the Platform that uses artificial intelligence, machine learning, large language models, automated categorization, automated tax computation (including the real-time individual income tax estimate sometimes referred to as the "Live 1040"), AI agents, or similar technologies to generate Output. "Authorized User" means a User whom a Customer permits to work within the Customer's authorized account or workspace, such as its employees and contractors. A business representative or Worker may instead use a separate portal in their own role. An invitation or job title does not establish authority to bind a firm, an Employer or another person. "Customer Data" means data, content, files, financial records, tax information, and other information that Customer or its Authorized Users submit to, or generate through, the Platform, including information relating to Customer's end-clients. "Employer Payroll Authorization" means the employer-specific mandate or authorizations required by an applicable signed agreement, law or payroll provider, including any authority to procure services, process or share employer data, act for the employer, debit accounts, or appoint a tax agent. These authorizations are distinct from a User's acceptance of app terms. "end-client" means a business or individual for whom a Customer provides bookkeeping, accounting, tax, payroll or related services. An end-client becomes a User under these Terms if it uses a Propio app and affirmatively accepts them. Receiving services through a firm without using an app does not require personal app acceptance or by itself make the end-client a commercial Customer of Propio. Its separate agreements and legally required authorizations still apply. "Employer" means a business that employs or engages a Worker and uses the payroll services, directly or through a firm. "Worker" means an employee or independent contractor whose records are handled through those services. These labels do not determine employment status under law. "Input" means data and content that Customer or its Authorized Users submit to the AI Features. "Output" means content, recommendations, classifications, computations, summaries, drafts, or other results that the AI Features generate from Input. "Payroll Terms" means the firm-payroll provisions in Annex B of this same agreement, accepted separately in the named firm capacity before protected payroll use. "Privacy Policy" and "Privacy Notice" refer to the separately presented Propio privacy notice. "Platform" means Propio's hosted software-as-a-service bookkeeping, accounting, tax-planning, and payroll solution, including all related software, models, content, documentation, and updates. "Reseller" means an authorized reseller, academy, or distribution partner through which Customer may have obtained access to the Platform. "Service Providers" means the third-party providers Propio uses to operate the Platform, as described in Section 6.5. 2. ACCEPTANCE, ELIGIBILITY, AND ACCOUNTS 2.1 Personal Acceptance. Each person who uses an authenticated Propio app must accept the current applicable version when prompted, including existing Users. Acceptance applies to that person's app use in the roles it covers. You may decline and sign out. We keep the text/version, date and time, the person and capacity accepting, and related evidence. A person may have more than one role, and separately scoped firm acceptance may still be required. 2.2 Eligibility. You must be at least eighteen (18) and have legal capacity to accept these Terms. A Worker may use the portal for their own employment and tax records; no representation of business-only use is required of them. This app eligibility requirement does not determine whether an Employer may employ a Worker or process payroll for a Worker who does not use the app. 2.3 Accounts and Security. Keep credentials private, use your own account, and promptly report suspected unauthorized access. Use the security controls required for your role. A Customer is responsible for permissions it grants and its Authorized Users' use within those permissions. This clause does not make a User responsible for conduct caused by a defect in Propio's controls or waive rights that applicable law protects. 2.4 Electronic Acceptance and Notices. Clicking the affirmative acceptance control expresses your intent to sign in the capacity shown. You may save or print the agreement. We may send ordinary account and operational notices through the app or the contact information provided, subject to applicable law. This clause is not a tax-document electronic-delivery consent, an ACH authorization, a consent to marketing, or a substitute for any disclosure, consent or signature required separately by law or a provider. 2.5 Which Provisions Apply. All Users must protect their credentials, use only authorized data and features, comply with acceptable-use rules, and review their own instructions. References to professional duties, licensing, insurance, client engagements, fees, audits of Customer records, Customer indemnities, commercial liability allocations and arbitration concern commercial Customers, not individuals accepting only for app access. Section 4.5's sole-remedy allocation applies only to commercial Customers. Annex A governs processing for a Customer; it does not designate a Worker as a data controller or authorize an employer to waive a Worker's rights. 2.6 Organizational Acceptance. Only a person with actual authority may accept for a named Customer. The separate firm-payroll acceptance identifies the firm and requires the signatory to attest to that authority. A permitted software role alone does not prove legal authority. That acceptance does not sign for an Employer or Worker or replace their separate authorizations. 2.7 No Payroll or Wage Condition for Non-Users. Personal app acceptance is required to use the app, not to receive wages, have payroll processed, or receive legally required records through another lawful delivery method. Declining electronic delivery does not waive a right to paper or other required delivery. Employers remain responsible for arranging that delivery. 3. LICENSE, ACCESS, AND ACCEPTABLE USE 3.1 License. Subject to these Terms, Propio grants each User a limited, non-exclusive, non-transferable right to use features and records made available within that User's authorized role. A Worker may use their own records for personal purposes. A Customer may use the Platform for its internal operations and services to its end-clients within its subscription. An app invitation, shared link or AI response never expands access rights. 3.2 Reservation of Rights. Propio and its licensors own the Platform and all related intellectual property. No rights are granted except as expressly stated. All rights not expressly granted are reserved. 3.3 Acceptable Use. No User may do the following, and Customer will not permit its Authorized Users or third parties to do so: (a) copy, modify, or create derivative works of the Platform; (b) decompile, disassemble, reverse engineer, or attempt to derive source code or non-public elements of the Platform, except to the extent applicable law prohibits this restriction; (c) use the Platform or any Output to develop, train, improve, or benchmark any competing product, service, model, or dataset; (d) resell, sublicense, lease, time-share, or make the Platform available to any third party except to Customer's own end-clients as contemplated by these Terms; (e) remove or obscure any proprietary notices; (f) access the Platform to scrape, harvest, or extract Propio's data, models, or methodologies in any unauthorized manner; (g) upload unlawful, infringing, or malicious content, or content the uploader lacks authority or required consent to upload; (h) use AI Agents or automated features to take consequential actions without the human review required by Section 4; or (i) use the Platform in violation of applicable law. 3.4 Suspension. We may suspend or limit access immediately if we reasonably believe doing so is necessary to protect the Platform, other users, or third parties, to prevent harm or unlawful activity, or to comply with law. We will use reasonable efforts to notify you. 4. AI FEATURES AND OUTPUTS 4.1 Nature of AI Features. The Platform uses AI Features to generate Output, including transaction categorization, individual and business tax estimates and projections, tax and bookkeeping recommendations, document extraction, reconciliation suggestions, reports, summaries and AI-assisted workflows. A feature is available only where enabled for the account; listing it here does not promise a release date, filing service or professional engagement. 4.2 OUTPUTS ARE PROBABILISTIC AND MAY BE INACCURATE. AI FEATURES PRODUCE OUTPUT USING PROBABILISTIC METHODS. OUTPUT MAY BE INCORRECT, INCOMPLETE, OUTDATED, MISLEADING, OR FABRICATED (A PHENOMENON SOMETIMES CALLED "HALLUCINATION"). THIS IS AN INHERENT CHARACTERISTIC OF AI SYSTEMS AND IS NOT A DEFECT. PROPIO DOES NOT WARRANT THAT ANY OUTPUT IS ACCURATE, COMPLETE, RELIABLE, OR FIT FOR ANY PURPOSE. 4.3 NOT PROFESSIONAL ADVICE. THE PLATFORM AND ITS OUTPUT ARE TOOLS FOR LICENSED AND QUALIFIED PROFESSIONALS. OUTPUT IS PROVIDED FOR INFORMATIONAL AND DECISION-SUPPORT PURPOSES ONLY AND DOES NOT CONSTITUTE ACCOUNTING, TAX, LEGAL, FINANCIAL, OR OTHER PROFESSIONAL ADVICE BY PROPIO. PROPIO IS NOT YOUR ACCOUNTANT, TAX PREPARER, FIDUCIARY, OR ADVISOR. 4.4 Mandatory Human Review. Customer is solely responsible for reviewing, verifying, and validating all Output before relying on it, filing it, transmitting it, or providing it to any end-client or third party. Customer, as the licensed or qualified professional, exercises independent professional judgment and is solely responsible for all decisions made and work product delivered using the Platform. Customer will not present Output to any end-client or taxing authority without independent review. Each other User must check their own data, instructions and approvals; a Worker is not required to perform a professional review of the Employer's payroll. Authorized automations may execute the instructions for which they were enabled. They do not acquire authority to sign legal agreements or create a new payment, payroll or data-sharing mandate. Approving a draft, importing historical data, or viewing a tax estimate is not evidence that a payment, tax filing or provider action has completed. 4.5 Sole Remedy for Output. If Customer disputes or is dissatisfied with any Output, Customer's sole and exclusive remedy is to discard the Output and not rely on it. Propio has no liability arising from Output or from any decision, action, filing, or advice made or given in reliance on Output. 4.6 AI Agents. Where the Platform offers AI agents that can take actions on Customer's behalf, Customer is responsible for configuring and authorizing those agents and for all actions they take within the authority Customer grants. Consequential actions, including filings, movement of funds, payroll processing, and changes to accounts or records, require Customer's human review and approval. Nothing in the Platform creates a principal-agent, employment, or fiduciary relationship between Propio and Customer, and Propio does not act as Customer's agent. 4.7 Inputs, Outputs, and IP. As between the parties, Customer retains ownership of its Input and, to the extent permitted by law, owns the Output generated for it, subject to Propio's and its licensors' ownership of the Platform, models, and underlying technology. Customer is responsible for ensuring it has the rights and consents necessary to submit Input and to use Output. 4.8 No Training on Tax Return Information. Propio does not use tax return information or other Customer Data to train its own or any third party's generative AI models. Any right Propio reserves to use aggregated or de-identified data applies only to operational and usage data that does not constitute tax return information and does not identify Customer, any Authorized User, or any end-client. 4.9 In-Product Notices. The Platform may present notices, warnings, or acknowledgments at or near the point where Output is generated or used. Customer agrees that those in-product notices supplement these Terms, that Customer and its Authorized Users will observe them, and that interacting with or accepting them does not limit the disclaimers and allocations of responsibility in this Section 4. 5. CUSTOMER OBLIGATIONS AND REPRESENTATIONS Customer represents, warrants, and covenants that, at all times: 5.1 Authority and Consents. Customer has all rights, authority, and consents necessary to submit Customer Data to the Platform and to permit Propio and its Service Providers to process it as contemplated by these Terms and the DPA, including any consent required from end-clients under applicable law (including Internal Revenue Code Section 7216 and its regulations governing the use and disclosure of tax return information). Customer will obtain and maintain all such end-client consents and will provide evidence of them to Propio on request. 5.2 Professional Responsibility. Customer is a qualified or licensed professional (or employs or engages such professionals) and is solely responsible for the accuracy and adequacy of all work product, filings, and advice it provides to end-clients. 5.3 Information Security. Customer will maintain a written information security program with administrative, technical, and physical safeguards appropriate to the sensitivity of the data it handles, consistent with applicable law (including the Gramm-Leach-Bliley Act and the FTC Safeguards Rule, which apply to firms that prepare taxes or provide financial services). 5.4 Insurance. Customer will maintain commercially reasonable cyber-liability insurance and professional liability (errors and omissions) insurance appropriate to its business. 5.5 Compliance with Law. Customer will comply with all laws applicable to its use of the Platform and to its services to end-clients, including tax, privacy, data-security, consumer-protection, and (where applicable) fair-lending and anti-discrimination laws. 5.6 No Unauthorized Data. Customer will not submit data it lacks the right or consent to submit, and will not submit the personal data of any individual who has not been afforded the notices and choices required by applicable law. 5.7 End-Client Engagement Letters. For each end-client whose data Customer processes using the Platform, Customer will enter into and maintain a reasonable and appropriate engagement letter or other written agreement governing Customer's services to that end-client, consistent with Customer's professional duties and obligations. Customer is solely responsible for the terms of, and performance under, those engagements. 5.8 No Inconsistent Representations. Customer will not make any representation, warranty, guarantee, or commitment to any end-client or third party regarding Propio, the Platform, or the Output that is inconsistent with these Terms, and will not otherwise misrepresent the Platform, the Output, or Propio. Customer will not represent that Propio is responsible for, or a party to, Customer's services to its end-clients. 6. DATA, PRIVACY, AND SERVICE PROVIDERS 6.1 Ownership. As between the parties, Customer owns Customer Data. Customer grants Propio a limited, non-exclusive, worldwide, royalty-free license to host, process, transmit, and display Customer Data as necessary to provide and improve the Platform and to perform under these Terms and the DPA. 6.2 Privacy Policy and DPA. Propio's processing of personal data is described in our Privacy Policy and governed by the DPA attached as Annex A. The DPA is incorporated into these Terms by reference. In the event of a conflict between the DPA and these Terms regarding the processing of personal data, the DPA controls. 6.3 Security. Propio maintains an information security program with administrative, technical, and physical safeguards designed to protect Customer Data, consistent with applicable law. No method of transmission or storage is perfectly secure, and Propio does not guarantee absolute security. 6.4 Aggregated and De-Identified Data. Propio may create and use aggregated and de-identified data derived from use of the Platform to operate, secure, analyze, and improve the Platform and Propio's products and services. Such data will not identify Customer, any Authorized User, or any end-client, and, consistent with Section 4.8, will not include tax return information used to train generative AI models. 6.5 Service Providers. Propio uses third-party service providers to operate and deliver the Platform, including providers of artificial intelligence and machine-learning model processing, cloud hosting and infrastructure, bank-account connectivity, payment processing, payroll processing, communications, and analytics. Propio may add, remove, or change its Service Providers at any time. Propio requires its Service Providers, or relies on the applicable terms of those Service Providers, to implement security protections appropriate to the data they process. With respect to AI and machine-learning processing, Propio uses providers whose applicable terms prohibit using Customer Data to train the providers' models and limit retention of Customer Data to what is necessary to deliver the relevant feature. Service-specific providers are identified in their applicable onboarding flows and agreements. A current list of sub-processors may be made available to Customer on reasonable request and subject to confidentiality, as described in the DPA. Provider processing does not expand the authority of a firm or reseller to access another person's data. 6.6 Aggregator and Connected Accounts. Where Customer connects bank, payroll, payment, or other third-party accounts, the account holder or its properly authorized representative must complete the applicable connection and authorization flow. Customer authorizes only access it has the right to authorize and remains responsible for complying with the third-party account terms. A User's personal app acceptance does not authorize debits, substitute for an account-holder mandate or permit collection of another person's banking credentials. 6.7 Payroll. If Customer enables payroll, Customer's use of the payroll features of the Platform is also governed by the firm-payroll provisions in Annex B, accepted in the named firm capacity, which control over the general Customer provisions for payroll. Payroll processing, money movement, and tax payments and filings are performed by Propio's payroll processing Service Provider and its bank partners, not by Propio, and Propio does not hold payroll or tax funds. 7. FEES AND BILLING 7.1 Fees. Customer will pay the fees presented at the time of order or set forth in the applicable order, invitation, or separate written agreement. Unless stated otherwise, fees are billed monthly, are non-refundable, and are exclusive of taxes. 7.2 Reseller Billing. If Customer obtained access through a Reseller, billing and payment may be handled by that Reseller under a separate arrangement between Customer and the Reseller, including through the Platform's billing tools, in which case Customer's payment method on file is charged under the autopay authorization Customer accepts in the Platform. Propio is not responsible for the Reseller's billing, pricing, or collection practices. 7.3 Late Amounts. Overdue amounts owed directly to Propio may accrue interest at one and one-half percent (1.5%) per month or the maximum rate permitted by law, whichever is lower, and Propio may suspend access for non-payment. 7.4 Records and Verification. Customer will keep accurate records sufficient to verify its compliance with these Terms, including its usage and fee obligations. On at least fifteen (15) days' written notice, no more than once per year, and during normal business hours, Propio (or its representative) may inspect those records solely to verify compliance. If an inspection reveals an underpayment, Customer will promptly pay the underpaid amount plus interest under Section 7.3, and if the underpayment exceeds five percent (5%) of the fees owed for the period, Customer will also reimburse Propio's reasonable costs of the inspection. 8. INTELLECTUAL PROPERTY AND FEEDBACK 8.1 Propio IP. Propio and its licensors own all right, title, and interest in and to the Platform, the AI Features, all software and models, and all related intellectual property. These Terms grant no ownership rights in the Platform. 8.2 Feedback. If Customer provides suggestions, ideas, or feedback, Propio may use them without restriction or obligation, and Customer assigns to Propio all rights in such feedback. 9. WARRANTY DISCLAIMER: SUBJECT TO NONWAIVABLE RIGHTS 9.1 THE PLATFORM, THE AI FEATURES, ALL OUTPUT, AND ALL SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY LAW, PROPIO AND ITS AFFILIATES, LICENSORS, AND SERVICE PROVIDERS DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. 9.2 PROPIO DOES NOT WARRANT THAT THE PLATFORM OR OUTPUT WILL BE ACCURATE, COMPLETE, RELIABLE, UNINTERRUPTED, ERROR-FREE, OR SECURE, OR THAT THE PLATFORM WILL MEET CUSTOMER'S REQUIREMENTS OR PRODUCE ANY PARTICULAR RESULT. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM PROPIO OR THROUGH THE PLATFORM, CREATES ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS. 9.3 CUSTOMER ACKNOWLEDGES THAT IT HAS NOT RELIED ON ANY REPRESENTATION OR WARRANTY NOT EXPRESSLY SET FORTH IN THESE TERMS. 10. LIMITATION OF LIABILITY: COMMERCIAL CUSTOMERS ONLY 10.1 EXCLUSION OF INDIRECT DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY (AND, FOR PROPIO, NONE OF ITS AFFILIATES, LICENSORS, OR SERVICE PROVIDERS) WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOST PROFITS, LOST REVENUE, LOST DATA, LOST GOODWILL, BUSINESS INTERRUPTION, OR FOR ANY DAMAGES ARISING FROM RELIANCE ON OUTPUT OR FROM DECISIONS MADE OR ACTIONS TAKEN BASED ON OUTPUT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE. 10.2 LIABILITY CAP. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE TOTAL CUMULATIVE LIABILITY OF PROPIO AND ITS AFFILIATES, LICENSORS, AND SERVICE PROVIDERS ARISING OUT OF OR RELATED TO THE PLATFORM AND THESE TERMS WILL NOT EXCEED THE GREATER OF (A) THE TOTAL FEES PAID BY CUSTOMER FOR THE PLATFORM IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE LIABILITY, OR (B) ONE HUNDRED U.S. DOLLARS (USD $100). 10.3 APPLICATION. THE LIMITATIONS IN THIS SECTION 10 APPLY TO ALL CLAIMS, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, STATUTE, OR ANY OTHER THEORY, AND APPLY COLLECTIVELY TO PROPIO AND ITS AFFILIATES, LICENSORS, AND SERVICE PROVIDERS. THE PARTIES AGREE THAT THESE LIMITATIONS REFLECT A REASONABLE ALLOCATION OF RISK AND ARE AN ESSENTIAL BASIS OF THE BARGAIN, AND THAT THE FEES WOULD BE SUBSTANTIALLY HIGHER WITHOUT THEM. 10.4 EXCEPTIONS. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS, SO SOME OF THE ABOVE MAY NOT APPLY. NOTHING IN THESE TERMS LIMITS LIABILITY THAT CANNOT BE LIMITED BY LAW. THE LIMITATIONS IN THIS SECTION DO NOT APPLY TO CUSTOMER'S PAYMENT OBLIGATIONS, CUSTOMER'S INDEMNIFICATION OBLIGATIONS, OR CUSTOMER'S BREACH OF SECTION 3.3 (ACCEPTABLE USE). 11. INDEMNIFICATION: COMMERCIAL CUSTOMERS ONLY 11.1 By Customer. Customer will defend, indemnify, and hold harmless Propio and its affiliates, licensors, Service Providers, officers, directors, employees, and agents from and against any third-party claim, demand, suit, or proceeding, and all related losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees), arising out of or relating to: (a) Customer Data, including any claim that it was submitted, processed, or used without necessary rights or consents; (b) Customer's or its Authorized Users' use of the Platform or any Output, including reliance on Output and any work product, filing, or advice provided to an end-client; (c) Customer's relationships with, or services to, its end-clients, including any claim brought by an end-client; (d) Customer's violation of these Terms or of any applicable law (including Internal Revenue Code Section 7216, the Gramm-Leach-Bliley Act, and any fair-lending or anti-discrimination law); and (e) Customer's failure to obtain or maintain any required consent, including end-client consents. 11.2 By Propio. Propio will defend Customer against any third-party claim alleging that the Platform, as provided by Propio and used in accordance with these Terms, infringes that third party's United States intellectual property rights, and will pay damages and reasonable attorneys' fees finally awarded against Customer on such claim, subject to the limitations in Section 10. Propio has no obligation for claims arising from Output, Customer Data, Customer's modifications or combinations, Customer's breach of these Terms, or use of the Platform other than as authorized. 11.3 Procedure. The party seeking indemnification will promptly notify the other of the claim, give the indemnifying party sole control of the defense and settlement (provided no settlement imposes a non-monetary obligation on the indemnified party without its consent), and provide reasonable cooperation. 12. RESELLER AND ACADEMY CHANNEL 12.1 If Customer obtained access to the Platform through a Reseller, these Terms govern Customer's use of the Platform regardless of that channel. The Reseller is an independent third party and is not Propio's agent. The Reseller may provide first-line support, onboarding, and billing to Customer under a separate arrangement, but Propio's obligations to Customer are limited to those in these Terms. Propio is not responsible for any act, omission, representation, pricing, or commitment of a Reseller that is not contained in these Terms or in a separate written agreement signed by Propio. 12.2 Reseller Access. Customer authorizes Propio to make available to its Reseller, through the Platform, the Customer Data the Reseller reasonably needs to administer billing and provide first-line support, excluding full tax identification numbers, bank-account numbers, and bank-connection data. Customer is responsible for any end-client consent this requires, including under Section 5.1. 13. NO THIRD-PARTY BENEFICIARIES 13.1 The commercial Customer provisions are for the benefit of Propio and Customer only. This does not limit a User's own rights as a party to the personal app provisions. No end-client or other person or entity acquires rights as a third-party beneficiary of those commercial Customer provisions merely by receiving services through a Customer. Propio's affiliates, licensors, and Service Providers are intended beneficiaries solely of the disclaimers, limitations of liability, and releases in these Terms and may enforce them. 14. TERM, TERMINATION, AND SUSPENSION 14.1 Term. These Terms apply to each User or Customer for as long as that User or Customer accesses or uses the Platform, subject to the provisions that survive termination. 14.2 Termination. Either party may terminate for the other's material breach not cured within thirty (30) days of written notice. Propio may terminate or suspend immediately for a Customer's non-payment, for a breach of Section 3.3, or as needed to comply with law or protect the Platform or others. Personal app acceptance creates no payment obligation. Any suspension remains subject to required Worker record-delivery rights. 14.3 Effect of Termination. On termination, Customer's right to access the Platform ends. For ninety (90) days after termination, Customer will have read-only access for the purpose of exporting Customer Data, after which Propio may delete Customer Data in accordance with the DPA and applicable law. Workers' access to tax forms already made available to them continues for the period described in the worker consent they accepted, and Propio may keep payroll records as required by law or by its Service Providers. Sections that by their nature should survive (including Sections 1, 4.5, 5, 8, 9, 10, 11, 13, 14.3, 15, and 16) survive termination. 15. COMMERCIAL CUSTOMER DISPUTES; ARBITRATION; CLASS-ACTION WAIVER THIS SECTION APPLIES ONLY TO COMMERCIAL CUSTOMERS BOUND IN THAT CAPACITY, NOT TO PERSONAL APP ACCEPTANCE, WORKER EMPLOYMENT CLAIMS OR CLAIMS AGAINST AN EMPLOYER. PLEASE READ IT CAREFULLY. IT REQUIRES BINDING INDIVIDUAL ARBITRATION AND WAIVES THE RIGHT TO A JURY TRIAL AND TO PARTICIPATE IN CLASS ACTIONS. 15.1 Informal Resolution. Before commencing arbitration, the parties will attempt in good faith to resolve any dispute through informal negotiation for at least thirty (30) days after written notice of the dispute. 15.2 Binding Arbitration. Any dispute arising out of or relating to these Terms or the Platform that is not resolved informally will be finally resolved by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules (and, where applicable, its Mass Arbitration Supplementary Rules), by a single arbitrator, seated in Wilmington, Delaware. The Federal Arbitration Act governs the interpretation and enforcement of this Section. The arbitration will be confidential, and neither party will disclose the existence, content, or results of any arbitration except as necessary to enforce the award or as required by law. The prevailing party will be entitled to recover its reasonable costs and attorneys' fees. Judgment on the award may be entered in any court of competent jurisdiction. 15.3 Class-Action Waiver. The parties will bring claims against each other only in an individual capacity and not as a plaintiff or class member in any purported class, collective, consolidated, or representative proceeding. The arbitrator may not consolidate more than one person's claims or preside over any form of class or representative proceeding. If this waiver is found unenforceable as to a particular claim, that claim will proceed in court, but the remainder of this Section continues to apply. 15.4 Mass Arbitration. If twenty-five (25) or more similar arbitration demands are asserted against Propio by or with the assistance of the same or coordinated counsel, the parties agree the demands will be administered under the AAA Mass Arbitration Supplementary Rules, including any applicable bellwether and batching procedures, and related fee schedules. 15.5 Exceptions. Either party may bring an individual claim in small-claims court, and either party may seek injunctive or other equitable relief in a court of competent jurisdiction to protect its intellectual property or Confidential Information or to address a breach of Section 3.3. Claims that, by federal law, may not be subject to pre-dispute arbitration are excluded from this Section to that extent. 15.6 Opt-Out. Customer may opt out of this Section 15 by sending written notice to legal@joinpropio.com within thirty (30) days of first accepting these Terms, stating Customer's name and intent to opt out. Opting out does not affect any other provision of these Terms. 15.7 Time Limit on Claims. To the maximum extent permitted by law, any claim or cause of action arising out of or relating to these Terms or the Platform must be commenced within two (2) years after the party first knows or reasonably should have known of the facts giving rise to the claim. Otherwise, the claim is permanently barred. 16. GENERAL 16.1 Governing Law. These Terms are governed by the laws of the State of Delaware, without regard to conflict-of-laws principles, and, for matters of arbitrability, by the Federal Arbitration Act. 16.2 Changes to These Terms. Propio will give at least thirty (30) days' notice before a material change takes effect for an existing party, unless that party affirmatively agrees to an earlier date and the earlier date is lawful and consistent with its signed agreement. We will identify the changed version and require affirmative acceptance for continued app use when the applicable version takes effect. We do not rely solely on continued use to create a new individual acceptance. If you decline, sign out and use any applicable termination or alternative record-delivery rights. Updating this agreement does not amend a separate signed agreement or retroactively authorize a payment, payroll action, disclosure or electronic delivery. 16.3 Notices. Legal notices to Propio must be sent to legal@joinpropio.com and to Propio Inc., 1100 NE Campus Parkway Ste 200, Seattle, WA 98105. Propio may give notice to Customer electronically. 16.4 Assignment. Customer may not assign these Terms without Propio's prior written consent. Propio may assign these Terms in connection with a merger, acquisition, reorganization, change of control, or sale of assets. 16.5 Force Majeure. Neither party is liable for any delay or failure due to causes beyond its reasonable control, including acts of God, war, terrorism, civil disturbance, pandemic, governmental action, and internet or third-party provider failures. 16.6 Severability; Waiver. If any provision is held unenforceable, the remaining provisions remain in effect, and the unenforceable provision will be modified to the minimum extent necessary to make it enforceable. A failure to enforce a provision is not a waiver. 16.7 Entire Agreement; Order of Precedence. These Terms, together with the DPA, the Privacy Policy, Annex B (if the firm accepts payroll), and any order or invitation referencing these Terms, are the entire agreement between the parties regarding the Platform and supersede prior communications, except that a separate written agreement signed by Propio (such as a Master Services Agreement or Reseller and Distribution Agreement) controls over these Terms to the extent of any conflict. 16.8 Independent Contractors. The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, franchise, fiduciary, or employment relationship. 17. ROLE-SPECIFIC PROVISIONS 17.1 Firms and Their Personnel. Firms remain responsible for their client engagements, authority, professional judgment, data accuracy and lawfully obtained consents. A permitted firm owner or administrator with actual authority must accept this agreement for the named firm before protected payroll setup or use, including for firms already using payroll when this requirement takes effect. A member without authority must ask an authorized owner or administrator. The firm acceptance does not establish authority to act for any particular Employer; Annex B applies independently. 17.2 Business and Employer Users. Your personal acceptance permits you to use the portal in the business roles you are authorized to perform, including reviewing accounting information, invoices and payroll. It does not by itself authorize payroll, a debit or tax filing; appoint an agent; or grant a firm or reseller access to your records. Complete each separately required provider, payment or employer authorization in the capacity it identifies. Employers remain responsible for pay decisions, classification, wage and hour compliance, funding, tax obligations, accurate records and required Worker notices and authorizations. Propio is software, not your employer, accountant, tax preparer or employment adviser. 17.3 Workers. Employees and contractors who use an app accept these Terms personally to access their own records and available self-service features. You are not accepting for your employer, agreeing to the firm's subscription fees or indemnity, representing that you are a business, or giving up wage, employment, tax-record, privacy or other nonwaivable rights. Check your own submitted information and report suspected errors to your employer or firm; contact Propio for app-access or privacy issues. The Employer determines pay and employment matters. Propio is not your employer or employer of record. 17.4 Separate Choices. Viewing pay statements or accepting these Terms is not consent to electronic-only W-2/1099 or pay-statement delivery. Any such election must be presented separately with its scope, access requirements, withdrawal and paper-delivery information. Direct-deposit and bank-account changes likewise use the applicable separate authorization. This agreement does not itself activate those capabilities or change an existing election. 17.5 Data Access and Resellers. Access follows the person's actual role, the Customer's lawful instructions, applicable agreements and the Privacy Notice. A reseller's billing/support relationship does not grant unrestricted access to financial-account data, tax identifiers or bank-account numbers. A firm must not share private links or records beyond the authorized purpose. 17.6 Personal Rights and Disputes. Personal app acceptance creates no commercial indemnity, fee obligation, commercial arbitration requirement, class-action waiver, shortened claim period or professional-insurance duty. Section 9 is limited by applicable law and does not disclaim duties that cannot lawfully be disclaimed. Mandatory rights and remedies under the law applicable to an individual remain available. Section 16.1 does not deprive an individual of those protections or prescribe an exclusive forum for them. ================================================================ ANNEX A: DATA PROCESSING ADDENDUM (DPA) ================================================================ This Data Processing Addendum ("DPA") is incorporated into and forms part of the Propio Terms of Service between Propio Inc. ("Propio," "Processor," or "Service Provider") and Customer ("Controller" or "Business"). This DPA governs the processing of Personal Data by Propio on behalf of Customer in connection with the Platform. If Customer has a separate signed agreement with Propio that includes data-processing terms, those terms control to the extent of any conflict. A. DEFINITIONS "Applicable Data Protection Law" means all US federal and state laws and regulations applicable to the processing of Personal Data under these Terms, including, as applicable, the Gramm-Leach-Bliley Act and the FTC Safeguards Rule, the Internal Revenue Code Section 7216 and its regulations, and applicable US state privacy and data-security laws. "Personal Data" means information within Customer Data that identifies or reasonably could be linked to an individual, including individuals who are end-clients of Customer, and including "nonpublic personal information" under the Gramm-Leach-Bliley Act and "tax return information" under Internal Revenue Code Section 7216. "Process" or "Processing" means any operation performed on Personal Data. "Security Incident" means a confirmed unauthorized acquisition of, or access to, Personal Data processed by Propio that compromises the security, confidentiality, or integrity of that Personal Data. "Sub-processor" means a third party engaged by Propio to process Personal Data in connection with the Platform. Other capitalized terms have the meanings given in the Terms. B. ROLES AND SCOPE B.1 Roles. As between the parties, Customer is the controller (or business) and determines the purposes and means of processing Personal Data. Propio processes Personal Data as a processor (or service provider) on Customer's documented instructions, which include the Terms, this DPA, and Customer's configuration and use of the Platform. B.2 Customer Responsibility. Customer is responsible for the accuracy, quality, and legality of Personal Data and for having obtained all rights, consents, and authorizations necessary for Propio and its Sub-processors to process Personal Data as contemplated, including any consent required under Internal Revenue Code Section 7216 from end-clients whose tax return information is processed. B.3 Propio Instructions. Propio will process Personal Data only to provide and improve the Platform, as permitted by the Terms and this DPA, as further instructed by Customer through its use of the Platform, and as required by law. If Propio believes an instruction violates Applicable Data Protection Law, it will notify Customer. C. PROCESSOR OBLIGATIONS C.1 Confidentiality. Propio will ensure that personnel authorized to process Personal Data are bound by appropriate confidentiality obligations. C.2 No Sale; Limited Use. Propio will not sell Personal Data, will not retain, use, or disclose Personal Data for any purpose other than providing the Platform and the purposes permitted by the Terms and this DPA, and will not combine Personal Data with data from other sources except as permitted by Applicable Data Protection Law to provide the Platform. Propio will not use tax return information or other Personal Data to train generative AI models, consistent with Section 4.8 of the Terms. C.3 AI and Machine-Learning Processing. Where the Platform sends Personal Data to third-party AI or machine-learning providers to generate Output, Propio uses providers whose applicable terms prohibit using the data to train the providers' models and limit retention of the data to what is necessary to deliver the relevant feature. Such processing is performed to provide the contracted services to the applicable individual and not for independent purposes. D. SECURITY D.1 Security Program. Propio will maintain a written information security program with administrative, technical, and physical safeguards designed to protect Personal Data against unauthorized access, use, disclosure, alteration, or destruction, appropriate to the nature of the Personal Data and consistent with the FTC Safeguards Rule. Measures include access controls, encryption of Personal Data in transit and at rest where appropriate, authentication controls, monitoring, and an incident-response capability. D.2 Customer Security. Customer is responsible for maintaining its own safeguards, for configuring its use of the Platform securely, and for the security of its credentials and devices. Customer's failure to do so is not Propio's responsibility. E. SUB-PROCESSORS E.1 Authorization. Customer authorizes Propio to engage Sub-processors to process Personal Data, including providers of AI and machine-learning processing, cloud hosting and infrastructure, bank-account connectivity, payment processing, payroll processing, communications, and analytics. E.2 Sub-processor Obligations. Propio will impose on each Sub-processor, by contract or by reliance on the Sub-processor's applicable terms, data-protection and security obligations appropriate to the processing. Propio remains responsible for the performance of its Sub-processors' obligations under this DPA. E.3 List and Changes. Service-specific providers may be identified during onboarding or in their applicable agreements. On reasonable written request and subject to confidentiality, Propio will provide Customer with a current list of Sub-processors that process Personal Data. Propio may add or replace Sub-processors at any time and will use reasonable efforts to maintain the protections described in this DPA. F. SECURITY INCIDENTS F.1 Notification. Propio will notify Customer without undue delay, and in any event within the time required by Applicable Data Protection Law, after becoming aware of a Security Incident affecting Customer's Personal Data. F.2 Information and Cooperation. Propio will provide Customer with information reasonably available to it about the Security Incident and will reasonably cooperate with Customer's investigation and notification obligations. Propio's notification is not an acknowledgment of fault or liability. F.3 Customer Notifications. As between the parties, Customer is responsible for determining whether a Security Incident requires notification to individuals, regulators, or others, and for making any such notifications, unless the Security Incident arose solely from Propio's breach of this DPA. G. INDIVIDUAL REQUESTS AND ASSISTANCE G.1 Assistance. Taking into account the nature of the processing, Propio will provide reasonable assistance to enable Customer to respond to verified requests from individuals to exercise rights under Applicable Data Protection Law. If Propio receives such a request directly about Customer-controlled records, it will direct the individual to the appropriate Customer and provide reasonable assistance. Propio will handle requests concerning data for which it is independently responsible under the Privacy Notice and applicable law; a Worker is not required to act as a Customer to make one. G.2 Cost. Propio may charge a reasonable fee for assistance that is unusual in scope or frequency. H. RETURN AND DELETION On termination, Propio will, in accordance with Section 14.3 of the Terms, make Customer Data available for export for ninety (90) days and thereafter delete or de-identify Personal Data in its possession, except as required to be retained by law or for legitimate business records, subject to ongoing confidentiality and security obligations. I. AUDITS On reasonable prior written request, no more than once per year (unless required by a regulator or following a Security Incident), and subject to confidentiality, Propio will make available information reasonably necessary to demonstrate its compliance with this DPA, which may take the form of summaries of policies, certifications, or third-party assessment reports. Onsite audits, where required by Applicable Data Protection Law, will be conducted at Customer's expense on mutually agreed terms that do not compromise the security or confidentiality of other customers' data. J. LIABILITY Each party's liability arising out of or related to this DPA is subject to the limitations of liability in the Terms, including Section 10. This DPA does not expand either party's liability beyond what the Terms provide. K. CONFLICT AND PRECEDENCE In the event of a conflict between this DPA and the body of the Terms regarding the processing of Personal Data, this DPA controls. In all other respects, the Terms remain in full force and effect. ================================================================ END OF ANNEX A ================================================================ ANNEX B: FIRM PAYROLL PROVISIONS This Annex is part of the same Unified Platform Agreement. It applies to the named firm that affirmatively accepts payroll in an authorized firm capacity (the "Customer" or "you"). Its authorized signatory accepts the applicable Customer provisions and Annexes A and B for that firm. Personal acceptance by a business representative or Worker does not make that person the firm Customer. A separate written agreement signed by Propio controls any conflict. For payroll, this Annex controls over the general Customer provisions. Capitalized terms have the meanings given above. 1. DEFINITIONS "Approval Deadline" means the deadline shown in the Platform by which a payroll must be approved and funded to be paid on its Pay Date. "Employer" means an end-client of yours that runs payroll through the Platform under a single federal employer identification number (EIN). "Employer Payroll Authorization" has the meaning in Section 1 of the main Agreement, including any additional mandate still required by a signed agreement. The payroll provider's agreement, debit authorization and tax-agent forms remain separate instruments. "Pay Date" means the date on which Workers are scheduled to be paid. "Payroll Partner" means the licensed payroll processing and money transmission Service Provider (and its bank partners) that Propio uses to calculate payroll, move payroll and tax funds, and file payroll tax returns. "Payroll Services" means the payroll features of the Platform, including payroll calculation, direct deposit, payroll tax payments and filings, year-end forms, pay stubs, the Control Tower, and Lana, as they relate to payroll. "Worker" means an employee (W-2) or independent contractor (1099) of an Employer who is on the Employer's payroll in the Platform. 2. WHAT PROPIO DOES AND DOES NOT DO 2.1 Payroll Services. Propio provides the Payroll Services as software. Payroll calculation, the movement of wage and tax funds, tax payments and filings, and bank-account verification are performed by the Payroll Partner and other Service Providers, not by Propio. Propio does not receive, hold, or transmit payroll or tax funds. 2.2 Not an Employer or Advisor. Propio is not the employer, co-employer, professional employer organization, or employer of record of any Worker, and is not a bank, fiduciary, or tax, legal, or employment advisor. Nothing in the Payroll Services relieves you or any Employer of obligations under applicable law. 2.3 Eligibility and Changes. Propio and the Payroll Partner decide, in their discretion, which Employers and Workers may use the Payroll Services, including after identity, business, credit, fraud, anti-money-laundering, and sanctions review. Propio may change, suspend, or discontinue any feature, process, or eligibility rule of the Payroll Services when required by, or resulting from a change by, a Service Provider, by law, or to address fraud, credit, or security risk. 3. YOUR ROLE AND AUTHORITY 3.1 You Run Payroll for Your Employers. You use the Payroll Services to run payroll on behalf of your Employers. You represent that you have, and will keep, each Employer's written authority (for example, in your engagement letter) to act for it in the Platform, including to enter its data, approve its payrolls, and receive notices for it. 3.2 Employer Authorizations. Before payroll, ensure that each Employer's properly authorized signatory completes the payroll provider's required employer agreement, debit authorization, tax-agent forms (including IRS Form 8655 and applicable state forms), and every additional employer-specific mandate required by its signed agreements or law. Use the provider's hosted signing flow or another method that Propio and the provider have expressly approved. Keep evidence of the Employer's authority for the firm to act and of any required Propio/reseller data-sharing permission. A provider receipt is evidence only of what it actually authorizes. Firm acceptance or personal app acceptance cannot replace an Employer's signature or cure a missing mandate. Do not process a payroll without the required authorizations. 3.3 Employer Users. Employer personnel who use an app accept the personal app terms and the provisions applicable to their own role. They do not accept this firm Annex merely by signing in. A non-app Employer need not create an app account solely to accept personal app terms, but must still complete all required employer/provider authorizations. 3.4 Reliance. Propio and the Payroll Partner may rely on instructions submitted through properly authorized accounts within the authority actually granted. An unauthorized user's action does not itself create the missing Employer mandate, and you must promptly report suspected unauthorized instructions. 3.5 Information Requests. You will provide, and cause each Employer to provide, the information, documents, and authorizations that Propio or the Payroll Partner requests (for example, bank statements, signatory identification, formation documents, and written authorization for corrections or amendments), and will respond within five (5) business days. An Employer may be offboarded if any request stays unanswered for thirty (30) days. 3.6 How You Describe the Service. You will not state or imply that you or Propio process payroll, transmit or hold funds, or file tax returns, other than as described in these Payroll Terms, and you will include in your materials any provider disclosure Propio supplies. 4. DATA AND INSTRUCTIONS 4.1 Accuracy. You are responsible for the accuracy, completeness, and timeliness of all data and instructions you enter or approve, including company and Worker information, pay rates, hours, earnings, deductions, benefits, garnishments, Worker classification, tax setup, and year-to-date data from prior providers. The Payroll Partner does not verify this data. You will update data promptly when it changes. 4.2 State Registrations and Tax Rates. Before an Employer's first payroll, the Platform requires the state and local registration numbers and tax rates needed for the states where the Employer has Workers. You may proceed while a registration number is pending only by the attestation the Platform presents, and Propio may withhold that option. The Employer is responsible for penalties, interest, and fees caused by missing, pending, or incorrect registrations or rates. 4.3 Bank Accounts and Tax IDs. You will enter bank-account numbers and tax identification numbers only in the Platform, and never send them by chat, email, or text. You will change a Worker's bank account only on that Worker's own written instruction (for example, a signed direct deposit form), and will take reasonable steps to confirm the instruction is genuine before submitting it. A change to an Employer's funding account must be approved by its authorized signatory in the Platform. Propio is not responsible for changes submitted through your account. 4.4 No Banking Credentials. You will never collect, enter, or share any Employer's or Worker's online banking credentials. Bank connections are made only by the account holder through the Platform's bank-connection flow. 4.5 Consents in the Platform. You will collect all disclosures, consents, and authorizations for the Payroll Services electronically in the Platform, so that their date, time, and content are recorded, unless Propio approves another method, and will deliver to Propio within two (2) business days any related document or information Propio requests. 5. APPROVALS AND FUNDING 5.1 Approvals. You or the Employer must approve each payroll by its Approval Deadline. Late approvals may change the Pay Date or require wire funding. 5.2 Funding. Each Employer funds its wages, taxes, and related amounts, which are debited by the Payroll Partner under the separately accepted provider debit authorization and applicable funding requirements. Before approving a payroll, you will confirm, to the best of your knowledge, that the Employer's account is open and has sufficient available funds. You will not approve an ACH-funded payroll when you know or have reason to know the Employer's account is closed, frozen, or insufficiently funded. You will not collect, hold, or transmit any Employer's payroll or tax funds. 5.3 Credit Controls. Propio or the Payroll Partner may at any time require wire funding or additional funding, delay or cancel a payroll, or withdraw next-day direct deposit to manage credit or fraud risk. If an Employer debit is rejected or reversed, the Employer is responsible for the unfunded amounts and the related fees, and Propio may suspend the Employer. An Employer with payroll or tax obligations unfunded for more than fifteen (15) days is suspended. 6. NOTICES AND COMMUNICATIONS 6.1 Routing. An Employer may designate you to receive routine payroll notices through a valid mandate. App acceptance alone makes no such designation. Some notices go directly to the Employer's authorized signatory, including agreements, verification requests, tax agent authorizations, notices of failed, returned, or reversed debits or credits, suspected fraud, and changes to its bank account or signatory, and any other notice required by law or by a Service Provider. Workers are notified directly of their own failed deposits and bank-account changes. 6.2 Relaying Notices. You will promptly relay to the Employer, without alteration, any notice Propio or a Service Provider sends you about debits, credits, reversals, suspected fraud, bank-account changes, tax notices, or legal or regulatory matters, and will not interfere with direct communications from Propio or a Service Provider to the Employer or its Workers. 6.3 Complaints. You will forward to Propio within one (1) business day any complaint from an Employer or Worker about payroll funds, tax payments or filings, bank accounts, or personal data, and will not try to resolve it other than as Propio directs. 7. WORKERS 7.1 Worker Authorizations. The Employer is responsible for giving each Worker the notices, and obtaining the authorizations, required by law, including for direct deposit. Propio provides forms that may be used for this purpose. 7.2 Tax Forms and Pay Statements. App acceptance is not an electronic-delivery election. Use electronic-only delivery only after a valid separate election and fulfillment of all applicable delivery requirements. The Employer remains responsible for timely required delivery. Until a separately approved electronic-delivery arrangement is operating, confirm the existing provider and paper-delivery process; do not assume a portal upload furnishes a required form. Where Propio has separately agreed to arrange provider printing and mailing, that obligation and its agreed fee remain in effect. Any agreed print/mail fee is billed to the firm or responsible business, never charged to a Worker under these Terms. Employers must provide lawful pay statements to Workers without a valid electronic-delivery election. 8. SECURITY 8.1 Multi-Factor Authentication. Every user who runs or approves payroll, including Employer users, must use multi-factor authentication that is not email-based. 8.2 Credentials and Incidents. You are responsible for all activity through your account and your Authorized Users' accounts. You will notify Propio at privacy@joinpropio.com within twenty-four (24) hours after becoming aware of any actual or suspected unauthorized access to the Platform through your accounts, credentials, systems, or devices, or any compromise of an email account, system, or device that stores Platform credentials or payroll data, and will cooperate in the response. 8.3 Data Limits. You will use payroll data, including tax identification numbers, bank-account numbers, and bank-connection data, only to provide services to the Employer, will not keep it outside the Platform longer than needed for that purpose, and will delete it promptly when Propio, the Employer, or the Worker asks, except as the law requires you to keep it. 9. ERRORS, AMENDMENTS, AND TAX NOTICES 9.1 Propio or Payroll Partner Errors. If a payroll calculation, payment, or filing error is caused by Propio or the Payroll Partner, Propio's sole obligation, and your and the Employer's sole remedy, is for Propio to use commercially reasonable efforts to correct the error and, where required, file an amended return at no charge, and, if Propio cannot correct the error, to refund or credit the payroll fees Propio received for the affected Employer for that month (credited to your Reseller if you are billed through one). 9.2 No Reimbursement of Taxes, Penalties, or Interest. Propio does not reimburse taxes, penalties, or interest, other than using commercially reasonable efforts to cause the Payroll Partner to remit to the taxing authority, or refund to the Employer, tax funds it collected from the Employer and did not remit. 9.3 Other Errors. Errors caused by data, instructions, approvals, or funding provided by you, the Employer, or a prior provider are corrected at the applicable fees. 9.4 No Guarantees on Propio's Behalf. You will not offer any tax penalty guarantee, service level, or other commitment on Propio's behalf. Any guarantee you offer on your own behalf is your sole responsibility. 9.5 Tax Notices. You will send Propio any tax notice relating to a payroll processed through the Platform within five (5) business days after receiving it. You remain responsible for advising the Employer on the notice. 10. OPTIONAL INTEGRATIONS The Platform may offer Employers optional benefits, insurance, and retirement integrations provided by third parties. Participation is voluntary, and only the Employer may connect an integration, by accepting the integration acknowledgment in the Platform. You will not connect one for an Employer. If you refer to these integrations, you will use only content Propio provides and make no other representation about them, and you will not negotiate rates, recommend specific policies, carriers, plans, or coverage, solicit quotes, communicate with carriers on an Employer's behalf, or take any other action that requires an insurance, securities, or benefits license. You will not use data submitted through an integration, or information about policies, plans, expirations, or renewals obtained through it, to market or solicit insurance, retirement, or benefits products or to solicit quotes from any carrier, agency, broker, or other provider. 11. FEES Payroll fees and event fees (for example, NSF or rejected debits, wires, failed payments, late filings or re-filings not caused by Propio, amended returns, final filings, and paper forms) are those shown in the Platform or in your agreement with Propio or your Reseller, and are billed under the Terms. 12. ENDING PAYROLL 12.1 Stopping. You may stop using the Payroll Services for an Employer by recording its stop date in the Platform. The Payroll Services for an Employer end when it is terminated in the Platform. 12.2 Final Filings. When an Employer stops, Propio, through the Payroll Partner and subject to its requirements, will complete the quarter-end and year-end filings for the current calendar year, subject to the Employer funding all amounts due and paying the final filings fee. You will help obtain any information needed for those filings. 12.3 Worker Access. Workers keep access to tax forms already made available to them for the period described in their consent, even after the Employer or you stop using the Payroll Services. 12.4 Suspension. Propio may suspend the Payroll Services for you or any Employer under Section 3.4 of the Terms, or as described in these Payroll Terms. 13. RESPONSIBILITY AND LIABILITY 13.1 Your Indemnity. In addition to Section 11.1 of the Terms, you will defend, indemnify, and hold harmless Propio, its affiliates, and its Service Providers from and against all losses, damages, liabilities, penalties, fees, costs, and expenses (including reasonable attorneys' fees and any amount Propio must pay a Service Provider) arising out of: (a) inaccurate or incomplete data, instructions, or approvals submitted through your accounts; (b) unauthorized access through your accounts, credentials, systems, or devices, including Employer users' accounts, except to the extent caused by a defect in the Platform's authentication controls; (c) any change to a Worker's bank account submitted through your accounts without the Worker's authorization; (d) your failure to obtain a signed Employer Payroll Authorization or the Employer's authority under Section 3.1; (e) approving a payroll in breach of Section 5.2; and (f) any representation or guarantee you make that is not in Propio's published materials. 13.2 Limits. Section 10 of the Terms applies to the Payroll Services. Wages, payroll taxes, and other amounts an Employer owes to its Workers or to taxing authorities are the Employer's obligations and are not damages recoverable from Propio. The limitations in this Section and in Section 9 do not limit liability for Propio's fraud or willful misconduct. 14. GENERAL This Annex may be updated only under Section 16.2 of the Terms, subject to any controlling signed agreement. Sections 4, 5.3, 8.3, 9, 12.2, 12.3, 13, and 14 survive the end of your use of the Payroll Services. END OF UNIFIED PLATFORM AGREEMENT

Public terms of service