Paycor Services Appendix

The following terms (“Services Appendix”) apply to certain Services, features, functionality, tools, and capabilities made available by Paycor, whether subscribed to by Client as part of an Order, separately purchased, including within another Service, or otherwise accessed or used by Client, and are in addition to the Paycor General Terms and Conditions and is incorporated into the Agreement:

Payroll Services.

A. Comprehensive Payroll Services. Paycor will assist Client with the administration, processing and distribution of payroll amounts as designated by Client, including calculating gross and net pay, providing pay stubs, distributing payroll amounts, which may include but not be limited to ACH, instant payment transactions via an instant payment network, Direct Deposit (CDD), Paycor Official Check (POC), workers compensation payment, ePayables (child support, garnishments) and Tax File for payroll.  Client shall be responsible for any losses, liabilities, damages costs or expenses (including reasonable attorneys’ fees) arising from or pertaining to any POC that is double presented, lost, stolen, destroyed, voided, or replaced. Client shall, when applicable, deliver and surrender said check(s) to Paycor for cancellation if found. Client acknowledges and agrees that Paycor is not responsible for determining whether any account is suitable for direct deposit via ACH and/or an instant payment network or for any delayed, late, or inaccurate payments caused by (i) unavailability of Client funds, (ii) errors made by Client, worker and/or a third party acting on behalf of either Client or worker, and/or (iii) worker’s financial institution.

B. Basic Payroll Services. Paycor will calculate Client’s payroll amounts, including, calculating gross and net pay, and provide pay stubs and Forms W2 or 1099. Paycor will print employee checks and payable checks (for deductions withheld) on the Client’s corporate bank account but will not transfer cash or payments on the Client’s behalf. Paycor will not provide certain Services, including but not limited to: ACH, CDD, POC, workers compensation payments, ePayables (child support, garnishments), and Tax File for payroll.

C. No Payroll Services. If Client is not subscribing to any payroll services, Client will not utilize payroll or any related payroll services. In the event that a payroll service is performed, Client agrees that taxing authorities and other foreseeable third parties are authorized recipients of Client Data. Client acknowledges that non-payroll Services may reveal fields referencing payroll even though Client is not purchasing and will not be using payroll services.

D. Money Transmission License. A list of states in which Paycor maintains a Money Transmission License can be found at https://www.paycor.com/licenses.

Tax Services.

A. Comprehensive Tax Filing Services. Client will appoint Paycor as its reporting agent (“Reporting Agent”) under Form 8655 of the Internal Revenue Service and any relevant state Power of Attorney or authorization form (“Authorization Form”) for the limited purposes of: (i) permitting Paycor to represent and act on behalf of Client with all persons (including, without limitation, third-party vendors and federal, state and local governmental agencies and taxing authorities including the Internal Revenue Service) for all employment tax matters and in all other matters reasonably related to Paycor’s performance of Services, including the authority to sign and file federal, state, and local employment tax forms and reports either electronically or on paper and to make tax deposits and other tax payments on behalf of Client; and (ii) if permitted by taxing authorities, receiving returns correspondence and transcripts with respect to employment tax returns filed and deposits made by Paycor on behalf of Client. This authorization shall be effective from the tax period indicated on the Authorization Form until Client or Paycor notifies the taxing authority(ies) of termination or revocation of such authorization.

The appointment of Paycor as Client’s Reporting Agent does not absolve Client of (and Client remains responsible for) ensuring that all returns are timely filed and all taxes are timely paid.  If a taxing authority imposes a penalty on or assesses interest against Client, Paycor will pay any penalties and interest to the extent they resulted from Paycor’s error or omission in performing the tax filing services. If the taxing authority waives or provides Client with a credit (in part or in whole) for any penalties and interest paid (or payable) by Paycor, any amounts paid (or payable) by Paycor shall be reduced by the amount of such waiver or credit.  Client shall remain responsible for all additional taxes and any other interest charges.

If Client subscribes to Paycor’s payroll and Comprehensive Tax Filing Services beginning on a date other than Client’s first pay period of a calendar year, Client agrees that: (i) Client shall timely provide Paycor with complete and accurate information regarding employment tax liabilities, payments, and filings made under Client’s Federal Employer Identification Number for the period of time prior to subscribing to Paycor tax filing Services; (ii) Paycor will prepare tax returns, including applicable quarterly and annual filings, beginning with the period in which Client first subscribes to such services based on information provided by Client to Paycor; (iii) Paycor will remit to taxing authorities only those funds which Paycor has collected from Client regardless of whether those funds represent Client’s entire tax liability for the period(s) for which such funds are remitted; and (iv) Client is and shall be responsible for any penalties, interest, amended return fees, and/or any other fees that may result from inaccurate, incomplete, and/or late tax filings and/or tax payments caused by incomplete, inaccurate, untimely or missing tax liability and/or tax payment information provided by Client.

B. Basic Tax Services. Paycor will calculate Client’s taxes, provide such calculations to Client, prepare quarterly and annual local, state and/or federal tax forms and/or supporting documents to Client for filing by Client. Paycor will not make tax deposits or payments or file tax returns on the Client’s behalf and Client agrees to complete and execute Paycor’s W2 waiver. Client will be responsible for (i) review and final approval of tax payments to applicable taxing authorities and (ii) filing and paying payroll taxes directly to any taxing authorities. Client must obtain and prepare any form or returns that are not supported by the Services and calculate any state or federal tax credits allowed. Paycor is not responsible for the accuracy or audit of any payments or filings made to any jurisdiction or any resulting tax notices.

C. Paycor and Tax Related Data. In support of Paycor’s Payroll and Tax Services, Client shall provide Paycor with the following: (i) accurate and complete payroll and tax information at least two banking days prior to each Payday; (ii) copies of all federal, state, and local tax forms, documents and other related employment tax information; and (iii) copies of any notices or correspondence received from any federal, state, or local authority with respect to any tax return or deposit made by Paycor. Based upon a due diligence analysis and other factors and upon notice to Client, Paycor reserves the right, in its sole discretion, to require Client to provide such information prior to the timeframe listed in this Section. Failure to promptly provide such information may result in one or more of the following: additional fees, late deposits to employee accounts, or late payments or deposits of required taxes. Paycor uses Client Data, including payroll data, and federal, state, and local deposit frequencies and identification numbers, to perform the Services and Client accepts responsibility for the verification, accuracy, and timely provision of such Client Data (including, for each pay period, reviewing the accuracy of all Client Data supplied to Paycor and the accuracy of all paychecks, disbursements, payroll registers, and reports produced for Client by Paycor or Paycor’s Third-Party Providers). Client agrees to promptly notify Paycor of any errors, omissions, or discrepancies in the Client Data, In the event of any discrepancies in Client Data, Client must promptly inform Paycor of the correct information.  Paycor is not responsible for any failure to make deposits or filings if the failure is due to Client’s failure to provide accurate, adequate, or timely Client Data or sufficient funds.

D. Automatic Payroll. Paycor’s automatic payroll feature allows Client to set payroll to be automatically processed.  In such instance, Client: (i) agrees that all payroll runs associated with each paygroup will be automatically processed based upon Client Data; (ii) confirms the accuracy of the Client Data, (iii) agrees to ensure that employees are included or excluded from the payrun as needed; and (iv) agrees to all processing in accordance with the Client Data initially provided until Client’s authorized representation otherwise modifies the Client Data or has Paycor deactivate the feature.  Client releases Paycor from any liability incurred due to the use of or errors resulting from inaccurate or incomplete Client Data or the failure of Client to review the accuracy of Client Data or to modify Client Data as required.

ACA IRS Filing Services. Paycor will: (i) provide Client access to a portal for data entry and validation (“ACA Portal”) to assist Client with the preparation, generation and filing of required ACA forms; (ii) aggregate Client data available in the Paycor Services with Client Data entered directly by Client into the ACA Portal (collectively, the “Aggregated Data”), provided that such data is in the format specified by Paycor; (iii) provide Client the ability to verify Aggregated Data used for the filing and/or distribution of IRS forms 1094-C, Transmittal of Employer-Provided Health Insurance Offer and Coverage Information Return, and 1095-C, Employer-Provided Health Insurance Offer and Coverage; (iv) prepare, file, and distribute a single IRS form 1094-C per federal Employer Identification Number to the IRS on behalf of Client; (v) provide a copy of IRS form 1094-C to Client; and (vi) provide forms 1095-C to Client for distribution to Client’s employees.  Client agrees that: (i) the ACA Services provided by Paycor rely upon data provided by Client to Paycor and that such Client specific data may not reside in Paycor Services; (ii) the ACA Services provided by Paycor are not intended to fulfill all Client responsibilities and requirements under the Patient Protection and Affordable Care Act (“PPACA”); (iii) Paycor’s ACA Services do not include preparation of forms 1094-B and 1095-B; and (iv) Client must subscribe to ACA Services through December 31 in order for Paycor to prepare forms 1094-C and 1095-C.  Client is responsible for: (i) timely submitting information and verifying the reports and forms compiled or created by Paycor in the performance of the ACA Services; (ii) Client’s compliance with all provisions of the Employer Share Responsibility provisions of the PPACA; and (iii) any penalties, interest, and/or fines resulting from Client’s non-compliance with the Employer Share Responsibility provisions of the PPACA except for those penalties, interest and/or fines that are the direct result of Paycor’s errors or omissions in providing ACA Services.

Workers’ Compensation Services.  Paycor will calculate workers’ compensation premiums (“Premiums”) for Client’s employees for the applicable state based on the National Council on Compensation Insurance (“NCCI”) manual classification(s) as provided by Client and file and pay the Premiums timely on Client’s behalf to the applicable insurance carrier (“Insurance Carrier”). Client will supply to Paycor accurate and complete data, including NCCI manual classifications and Premium rates issued by the Insurance Carrier, necessary for the timely performance of the Workers’ Compensation Service. Client will check and verify, for each pay period, the accuracy of employee NCCI classifications and all Premiums and timely and fully review reports. Client agrees to immediately notify Paycor of any errors or changes in rates. If Paycor notices any potential inaccuracy in data supplied by Client, Paycor will attempt to advise Client of the same; however, Paycor is not liable for any failure to notify and/or failure to advise Client of inaccuracies. Client will maintain sufficient funds in its bank account to cover any direct debit of Premiums and applicable Fees. Client understands that Paycor’s provision of these Workers’ Compensation Services does not absolve Client as the Employer covered by Insurance Carrier of the responsibility to ensure that all Premiums are filed and paid accurately and on time. The Workers’ Compensation Services include the option for the Client to calculate premiums per applicable state payroll guidelines. Client is responsible for understanding the state guidelines, including without limitation those governing proper classification of employees under assigned NCCI manual classifications. Paycor assumes no responsibility or liability for Client’s improper NCCI classification of employees or Client’s incorrect calculation of Premiums.

Payroll Related Third-Party Payment Services.

A. Basic Garnishment Services. Client may electronically request that payroll-related payments be made to third parties by EFT or check as designated by Client (although EFT payments will only be permitted to the extent Paycor has approved Client for EFT-related services and the agencies support this payment method).  Client shall be responsible for entering and maintaining amount information (which may include deductions and payee data) in the Service and Paycor shall have no responsibility for calculating payment amounts.

B. Pro Garnishment Services. Client may request that payroll-related payments be calculated by and/or made to third parties by Paycor, to the extent permitted. Upon receipt of all documentation (e.g., a wage garnishment or child support order) from Client as required by Paycor to perform Pro Garnishment Services, Paycor will use commercially reasonable efforts enter any required payment amounts and payee data into the Service. The form of payment for Pro Garnishment Services (check or EFT) will be at the discretion of Paycor and Paycor will endeavor to include with such payments, any notices that are required by statute to accompany payments, if provided completed and timely by Client. Paycor will assist Client with preparing and, upon Client’s approval and signature (if required) transmitting any documentation which may be required for payees, courts, regulatory authorities, or employees.

Checks issued in support of third-party payment services will be issued as Paycor official checks or corporate checks. Client is responsible for (i) providing and maintaining accurate information and for reviewing and ensuring the accuracy of any wage garnishment, child support, or other third-party payments scheduled by Paycor regardless of payment method, and (ii) ensuring that such payments and associated notices comply with applicable laws. Client authorizes Paycor to collect funds and initiate payments to the extent required for any services subscribed to by Client.

W2 Export Services. Client will be automatically enrolled in Paycor’s W2 Export Service, which allows Client’s employees to request, through participating online tax preparation Paycor (“OTPPs”), that earnings information (i.e., information from Form W2 and similar income tax forms) prepared by Paycor for the requesting employee be electronically transferred to an OTPP for the purpose of completing the employee’s individual income tax filings.  Paycor, in its discretion, shall determine participating OTPPs and the earnings information provided through this service. Paycor is not responsible for the actions of any OTPP, or an OTPP’s use of earnings information, which shall instead be subject to the OTPP’s privacy policy and terms of use which may exist between the relevant participating employee and OTPP. For the purposes of this Section, participating employees are those Client employees for whom Paycor has prepared an income tax-related document (e.g., a Form W-2), and who have requested through a participating OTPP that tax information be automatically imported from Paycor. Paycor reserves the right to terminate W2 Export Service with OTPP. Paycor shall provide reasonable notice to Client in the event of any such termination.

Data Integration Services. Paycor will provide Client with the ability to connect and share data, including Client Data and Client Confidential Information, with or through one or more third party software, systems, and/or vendors (“Transmission Partners”) as identified by Client (“Data Integration Services”). Use of Data Integration Services may be subject to: (i) additional terms and conditions of Paycor and/or Transmission Partner; and (ii) additional fees payable to Paycor as documented in an Order, SOW, the application, or such other Documentation as required by Paycor. 

Client expressly authorizes and consents to the exchange of data between Paycor and Transmission Partners as part of the Data Integration Services. Client acknowledges and agrees that its authorized Users and administrative Users may, on Client’s behalf, (i) select, enable, activate, configure, manage, disable, or terminate Data Integration Services, (ii) authorize Paycor to share data through a Data Integration Service or with a Transmission Partner or application, and (iii) agree to any applicable fees or additional terms and conditions. Paycor may rely on any such action, instruction, consent, configuration, or authorization and is not responsible for managing or verifying the authority of the person providing it or the information provided. Client is solely responsible for any actions taken on or through its account and/or changes to Client Data or Client Confidential Information. Client further acknowledges and agrees that authorized Users or administrative Users may be allowed or required to access, manage, or use Data Integration Services through the Services without directly logging in to the applicable Transmission Partner’s application, including through single sign-on, and Client authorizes Paycor to share any information reasonably necessary to enable such functionality. Client further acknowledges and agrees that Paycor (i) makes no representations or warranties concerning any Data Integration Services or Transmission Partners; (ii) is not responsible for the accuracy, security, or availability of any Data Integration Service at any time; (iii) is not responsible for Client’s compliance with applicable laws; and (iv) by providing Data Integration Services is not intending, and should not be construed, as providing legal or financial advice and is not acting in a fiduciary capacity on behalf of Client or Client’s workers.

Paycor may terminate or suspend access to any Data Integration Service in its sole discretion at any time and for any reason, including but not limited to breach of this Agreement and/or any applicable terms and conditions or terms of use, security concerns, or non-payment of applicable fees. Client may request termination of a Data Integration Service by notifying Paycor and completing any steps reasonably required by Paycor and/or the Transmission Partner to effectuate the termination. Client acknowledges that (i) data, including Client Data and Client Confidential Information, will continue to be shared with Transmission Partner until termination; and (ii) Client remains responsible for any fees incurred in connection with a Data Integration Service until the applicable service and related fees are terminated. Paycor shall endeavor to provide reasonable notice to Client in the event of any such termination.

Paycor WISE. Workforce Intelligence Strengthened by Expertise (“WISE”) is an AI-powered suite for delivering intelligent capabilities and related agentic tools within or in connection with any Services provided to Client. At Client’s direction, or based on Client’s account configuration, permissions, prompts, or saved instructions, WISE may generate output or initiate, modify, schedule, or execute actions within the Services.  

1. Client acknowledges that WISE may be accessed through a variety of interfaces and delivery channels, which may include conversational, email, web-based, and third-party integrated environments. Client further acknowledges that the security, reliability, and applicable terms of access vary by channel, and that Client is solely responsible for selecting and managing which channel(s) are acceptable and available to its Users.
2. Client acknowledges that where Client chooses or allows use of and/or access to WISE via a third-party integration, such access (i) may require additional licenses or permissions; (ii) may be subject to additional third-party terms and/or fees; and (iii) is provided through Paycor with no representations or warranties regarding such third-party.
3. Client acknowledges and agrees that Paycor has no obligation to monitor, supervise, validate, approve, or intervene in any action taken by or through WISE, through any available channel, and that Paycor does not provide operational, employment, compliance, or security oversight in connection with WISE.
4. WISE features and capabilities are subject to change. Paycor reserves the right in its sole discretion to add, modify, limit, and/or discontinue any WISE feature or capability at any time, with or without notice, including features described in any Order or Documentation.  
5. Certain WISE features may be subject to additional Fees, which may be calculated per use, per seat, per action and/or consumption, or on any other basis as set forth in an Order, the Billing Schedule, or as otherwise made available by Paycor. Paycor may also make WISE, or any tier, edition, or limited-functionality version of WISE, available to Client at no charge, on a trial or promotional basis, or with Paycor-provisioned seat licenses, in each case subject to any separate terms presented in connection with such access.  Client acknowledges and agrees that its Users, on Client’s behalf, can purchase seats and/or usage, agree to all Fees and any applicable terms, assign seats to Users at their discretion in the Services, and that Client is solely responsible for all Fees arising from such purchases. Client further acknowledges and agrees that (i) Client is solely responsible for all obligations and consequences arising from all use of WISE by its Users; (ii) Users assigned a seat license may purchase, assign, and/or manage seat licenses via the Services; (iii) seat licenses are assigned to the User, are not transferrable to other Users, and allow access to WISE across all Client affiliated accounts in accordance with the User’s applicable permissions,  account configurations, and access rights within the Services; (iv) Fees for seat licenses are incurred when purchased, not when assigned, and are not prorated or refundable; and (v)  billing for  WISE is also governed by the Billing Schedule (which can be found at: https://www.paycor.com/billing-schedule).
6. Client’s access to and use of WISE is subject to the Artificial Intelligence Services provision of the Paycor Services Appendix. 
7. Paycor does not guarantee: (i) the uniqueness of any output generated by WISE as similar or identical outputs may be generated for other Clients or Users in response to similar use; (ii) that output does not incorporate or reflect third-party content or materials; and (iii) that output will not infringe any third-party intellectual property rights. Therefore, notwithstanding the Paycor General Terms and Conditions, Paycor is not responsible to Client or any other party for any claims, damages, or losses arising from the use of the AI, including but not limited to biases or inaccuracies in the output or intellectual property infringement or misappropriation in connection with Client’s access to or use of the AI or output.  

Administrative Service Organization.  Paycor will provide certain administrative services (“ASO Services”) through its affiliate, Paychex, Inc. (“Paychex”).  Client consents to the exchange of data between Paycor and Paychex.   Client agrees and acknowledges that neither Paycor nor Paychex is providing, and their actions should not be construed as providing, legal or financial advice and that neither Paycor nor Paychex is acting in a fiduciary capacity on behalf of Client and/or Client’s employees in connection with the ASO Services.

A. Dedicated HR Professional Support. Paychex will provide human resource support (“HR Services”). Client agrees and acknowledges that Paychex is not providing legal advice, Client is solely responsible for its use of, or reliance on, the information provided in conjunction with HR Services, and some HR Services may be provided by a vendor of Paychex and are subject to provisions related to the use of third party services contained in the Agreement.

B. Employee Assistance Program. Paychex will provide Client’s employees with access to a confidential assistance program (which may be provided through its vendor), which provides Client’s employees with direct access to counseling referrals, legal consultations, wellness counseling and resources, a prescription discount card, and virtual concierge services (“EAP Service”). Client authorizes Paychex to transmit to its vendor certain Client Data pertaining to Client and Client’s employees, as necessary, for Paychex’s vendor to perform the EAP Service. Client acknowledges that (i) the EAP Services are performed solely by a third party vendor, (ii) vendor is solely liable for the performance of the services it provides, and (iii) Paychex is not responsible for the acts or omissions of vendor, including, without limitation, any acts or omissions related to the security or confidentiality of any Client Data that vendor receives in order to provide the service, including but not limited to information on vendor’s systems and/or servers or that vendor receives in order to provide the EAP Service.

C. Safety Services. As part of the safety services and as requested by Client, Paychex will conduct a safety interview with Client and obtain a description of Client’s operations. Based on the information provided by Client, Paychex will assist Client in identifying general safety hazards and applicable OSHA standards and assist Client in the development of written safety plans and corresponding safety training. Client will promptly inform Paychex of any changes to its operations that will change its safety hazards, applicable OSHA standards, or written safety plans. Client will remain solely responsible for compliance with all laws, including OSHA, and is responsible for Client’s workers’ safety and health and any citations, penalties, or costs associated with noncompliance.

Paycor Learning Services. Client is solely responsible for its compliance with any applicable laws with respect to its own internal learning management program. Client consents to any necessary data transmissions to and from Paycor’s third-party Learning Management Services provider.

Time Clocks; Time Services.  

Client may purchase or rent time clocks (“Clock(s)”) from Paycor to facilitate Client’s tracking of employee time. In conjunction with the purchase or rental of Clocks, Paycor or a Third-Party Service Provider shall provide Client with such time services as Client may request pursuant to an Order (“Time Services”).

A. Rented Clocks. The rental payments for time clocks rented by Client from Paycor (“Rented Clocks”) will be in the amount set forth on the applicable Order for the period during which Client is receiving Time Services (“Rental Term”). If Time Services are terminated by Client or Paycor, Client shall return all Rented Clocks in Client’s possession within thirty (30) days of the termination date in good condition, reasonable wear and tear excepted. If Client fails to return Rented Clocks in good condition, Paycor shall have the right to charge and debit Client an amount equal to the cost of a new Clock for each Rented Clock it fails to return in good condition. If a Rented Clock is lost or damaged by Client, Client shall be responsible for the cost of the repair or replacement value of the Rented Clock, up to an amount equal to the then-current replacement value of the lost or damaged Rented Clock. Client shall not pledge, lend, create a security interest in, or attempt to dispose of any Rented Clock or any part thereof and shall keep it free and clear of liens or encumbrances. Client shall give Paycor prompt notice of any attachment or other judicial process affecting any part of a Rented Clock.

B. Purchased Clocks. The cost for Clocks Client purchases from Paycor (“Purchased Clocks”) is the amount set forth on the Order (which includes the Clock price and an extended warranty). Client may return a Purchased Clock to Paycor within thirty (30) days of Client’s receipt of the Clock. Paycor will issue a refund of the returned Clock if the Purchased Clock is unopened and in original packaging (including the back plate and power cord). If the Purchased Clock is returned open, not in its original packaging or is missing components but is in like-new condition, as determined by Paycor, Paycor will refund the full purchase price of the Clock to Client (less a restocking fee). Paycor will provide any refund to Client within sixty (60) days of Paycor’s receipt of such returned Purchased Clock. Client shall be responsible for all shipping and transportation costs and charges for the return of any Purchased Clock. Subject to the manufacturer’s ownership of any intellectual property rights it may have in the Purchased Clocks, title to the Purchased Clocks shall pass to the Client when Paycor has received full payment for the Purchased Clocks.

C. Acceptance of Clocks. Client shall give Paycor written notice of damage to or issues with any Clock within five (5) days after delivery thereof.

D. Use of Clocks. Client shall: (i) only use the Clocks as part of the Services, (ii) install, maintain and use the Clocks at Client’s location(s), and, upon Paycor’s request, provide Paycor with a list of all installed Clocks and the location(s) of each such Clock, (iii) arrange for network and Internet connectivity at the locations, (iv) use commercially reasonable efforts to prevent unauthorized access to or use of the Clocks, and notify Paycor immediately of any such unauthorized access or use, (v) not modify, reverse engineer, reverse compile, or disassemble the object code for the Clocks; (vi) not sell, resell, rent or lease the Clocks to any other third parties, (vii) not use the Clocks to store or transmit infringing, libelous, or otherwise unlawful or tortious material, nor store or transmit material in violation of third-party privacy rights, (viii) not interfere with or disrupt the integrity or performance of the Clocks or third-party data contained therein, (ix) not attempt to gain unauthorized access to the Clock software, hardware or its related systems or networks, (x) not remove any proprietary notices, labels, or marks from the Clocks, (xi) not frame or mirror any content forming part of the software or services, or (xii) not access the Clocks in order to build a competitive product or service, or copy any ideas, features, functions or graphics of the Clocks.

E. Covered Devices. Any Clock that is eligible for Paycor warranties (as stated in the following sentence) shall be considered a “Covered Device.”  Paycor warrants Rented Clocks that are connected to a subscription for Time Services, included as part of the subscription, with no separate fee required. Client may separately purchase a warranty for Purchased Clocks. If Client notifies Paycor that a Covered Device no longer functions properly, Paycor will, after confirming that the Covered Device is not properly functioning, either: (i) repair the Covered Device, or (ii) if Paycor determines that the Covered Device cannot be reasonably repaired, replace it with a comparable Clock. Paycor may charge Client a fee for examining a Purchased Clock. If Paycor elects to replace a Covered Device, Paycor will ship a replacement of the equivalent Covered Device with the same fitted accessories for the non-functioning Covered Device to the Client at a delivery location specified by the Client. Paycor will include a pre-paid return shipping label with any replacement Clock. Paycor reserves the right to charge Client the full cost of any repairs and/or the replacement devices if: (i) the non-functioning Covered Device is not returned within ten (10) days of Paycor’s written request to return the Covered Device; (ii) Paycor reasonably concludes that a defect or damage to the Covered Device occurred because Client failed to follow Paycor’s instructions as to the storage, installation, commissioning, use or maintenance of the Covered Device or good trade practice, (iii) Paycor reasonably concludes that Client altered or repaired or attempted to alter or repair the Covered Device without the written consent of Paycor; or (iv) Paycor reasonably concludes that a defect or damage occurred as a result of Client’s willful damage, negligence, improper installation, misuse or abnormal working conditions.  Replacement devices may be new or refurbished units, as determined by Paycor.

F. Non-covered Devices. Any loss or damage to a Clock that is not covered under the Paycor warranties (“Non-covered Device”) shall be Client’s sole responsibility. In the event of loss of or damage to a Non-covered Device, Client shall notify Paycor and, at Client’s option and expense, Paycor will: (i) repair the Non-covered Device; or (ii) replace the Non-covered Device with a comparable Clock.

G. Termination of Time Services. Upon expiration or termination of the Agreement or termination of Time Services, Client shall stop using (i) any Time Services (provided in connection with a Rented Clock or Purchased Clock) and (ii) any Rented Clock. Within thirty (30) days of Paycor’s request, Client shall return any Rented Clocks to such address that Paycor may direct or pay reasonable replacement charges for any Rented Clocks not returned.

H. Time Clock Warranties; Indemnification.

Paycor Warranties. Paycor warrants that the Clocks will be of good material workmanship and will be free of defects if properly installed and operated (the “Clock Warranty”). In the case of Rented Clocks, such Clocks are covered under the Clock Warranty during the Rental Term. In the case of Purchased Clocks, Paycor agrees to pass through to the Client any warranties it receives from the manufacturer with respect to any Purchased Clocks as well as the advanced warranty (at the cost set forth on the Order) which includes normal wear and tear along with remote diagnostics and support (the “Purchased Clock Warranty”). Paycor further warrants that the Clocks shall perform materially in accordance with the documentation. The Clock Warranty and Purchased Clock Warranty does not apply to any Clock that has been (i) damaged, tampered with, abused, improperly installed, or damaged in shipping, or (ii) repaired or altered by any person other than an authorized Paycor representative. Client’s remedy for breach of the Clock Warranty or Purchased Clock Warranty is expressly limited to repair or replacement of the defective Clock with a Clock of similar functionality in good working condition, which may be a used or refurbished Clock.

Client Warranties. Client represents, covenants and warrants that: (i) it has the right to disclose and provide to Paycor any data collected by Client and its users through the use of the Clocks, (ii) its and its Users’ use, distribution, marketing, dissemination, and/or provision of the Clocks will comply with all applicable laws, (iii) it will not use, nor knowingly permit its Users, or other third parties, to access, use, make available, provide, distribute, or disseminate all or any portion of the Clock software or hardware in any manner which would violate the terms of these Terms or any applicable laws, (iv) its use and distribution of the Clocks will comply with the terms of any third party product agreements included with the Clocks, and (v) it has or shall obtain and maintain all necessary licenses, permissions, consents and notices which may be required for the Clocks hardware and/or software before installing the Clocks.

Disclaimer of Warranties. THE CLOCK WARRANTY AND PURCHASED CLOCK WARRANTY ARE EXPRESSLY IN LIEU OF ALL WARRANTIES, EXPRESSED OR IMPLIED, AND ALL OTHER WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTY OF MERCHANTABILITY, THE IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTY OF NON-INFRINGEMENT, NON-INTERRUPTION OF USE, AND FREEDOM OF ERRORS. IN NO EVENT SHALL PAYCOR BE LIABLE TO CLIENT FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTAL, OR OTHER DAMAGES OF ANY SORT. IN NO EVENT WILL PAYCOR’S CUMULATIVE LIABILITY EXCEED THE REPLACEMENT VALUE OF THE CLOCKS (IN THE CASE OF RENTED CLOCKS) OR THE PURCHASE PRICE OF THE CLOCK AS SET FORTH ON THE APPLICABLE ORDER (IN THE CASE OF PURCHASED CLOCKS).

Indemnification. Client shall indemnify and hold Paycor harmless from and against any loss, liability, cost, damage, expense, or claim arising from Client’s use of the Clock(s).

Paycor Recruiting Pro Services:

A. Paycor will assign a license for each User in the quantity ordered by Client so that Client and its designated Users can access the recruiting, applicant tracking and other similar services (collectively, the “Paycor Recruiting Pro Services”). A User license may only be used by one person and a single license may not be shared by multiple persons. Client is responsible for all content posted and activity that occurs under Client’s account whether by authorized or unauthorized Users.

B. Client or a User may upload certain documents or information to recruit, source, prioritize and engage with talent (“Recruiting Content”). Recruiting Content may include, without limitation: (i) job description files, images, text and other content and material, (ii) other information and data relating to a position description or an identified or identifiable individual. Client grants Paycor a non-exclusive, royalty-free, sublicensable, transferable, and worldwide license to reproduce, modify, create derivative works based upon, display, perform (including publicly), broadcast and use the Recruiting Content to provide and make the Service available to the Client. As between the Client and Paycor, Client owns all Recruiting Content. Client is responsible for all content posted and activity that occurs under Client’s account whether by authorized or unauthorized Users. Any recruiting or hiring decisions are solely Client’s and Paycor has no liability for any decision made by Client pertaining to its use of the Paycor Recruiting Pro Services. Client shall not rely on Paycor Recruiting Pro Services as its sole recruiting and hiring source. 

C. Client shall store personally identifiable information (such as Social Security Numbers) in the Services only in areas where such information is directly relevant and necessary to accomplish the specific purpose of the business function described in context of the intent of the system’s design. Client acknowledges that with respect to Recruiting Content, personally identifiable information is not needed, and Client should avoid including any personally identifiable information in connection with Paycor Recruiting Pro Services.

D. As part of Paycor Recruiting Pro Services, Client may have access to either Paycor Smart Sourcing or WISE Assistant for Paycor Recruiting, subject to the respective terms below:

1. Paycor Smart Sourcing. As part of Paycor Recruiting Pro Services, Paycor will provide eligible Clients with  access to Paycor Smart Sourcing. Client agrees that Paycor may use Client Personal Data (as defined in the Paycor DPA – Smart Sourcing) that Paycor may collect or obtain in connection with the provision of Paycor Smart Sourcing. Access and use of Paycor Smart Sourcing involves Client’s submission of Client Personal Data and engagement with and processing of Candidate Personal Data by the Client and Paycor. If Client intends to provide or process Client Personal Data or Candidate Personal Data with respect to individuals located outside of the United States, Client shall advise Paycor of the categories of data (and types of data subjects) to be processed by Paycor in connection with Client’s use of the Service and the jurisdictions from which such data originates prior to the provision, use, or other processing of such data by using the process outlined in the Paycor DPA – Smart Sourcing https://www.paycor.com/data-processing-addendums/.  The Paycor DPA – Smart Sourcing shall apply to the Parties with respect to transfer and processing of Client Personal Data and Candidate Personal Data and is hereby incorporated by reference into this Agreement.  Furthermore, Client shall enter into any other relevant agreements which Paycor believes necessary in order to comply with any law, regulation or judicial or governmental ruling.

2. WISE Assistant for Paycor Recruiting. As part of Paycor Recruiting Pro Services, Paycor will provide eligible Clients with access to an AI-powered recruiting assistant (“WISE Assistant for Paycor Recruiting” or “Service”). The Service may include, but is not limited to, features designed to assist Client with recruiting support, candidate sourcing, recruiter feedback, and secure candidate data handling. Certain features may be subject to availability and additional fees. Features and functionality of the Service are subject to change from time to time.

1. Client agrees that Paycor may use Client Data and other information submitted to or generated through the Service in connection with providing the Service. Access to and use of the Service may involve Client’s submission of Client Data and Recruiting Content and the processing of candidate-related information by Client and Paycor in connection with the Service. Client authorizes Paycor to act on information provided by or through third-party partners and Paycor is not responsible for verifying data submitted to or by third-party partners or candidates.
2. Client further acknowledges and agrees that Client is solely responsible for (i) its use of, or reliance on, the information provided by the Service, including, but not limited to, the accuracy, applicability, reasonableness, or bias of any content; and (ii) the decisions Client makes based on the output of the Service, including any unintended consequences of such use.
3. Client is solely responsible for: (i) the accuracy, completeness, legality, and use of all information submitted to, through, or in connection with the Service; (ii) obtaining all necessary notices, consents, and authorizations required by applicable laws; and (iii) all recruiting, screening, interviewing, compensation, hiring, and employment-related decisions and actions taken by Client or on Client’s behalf, including any use of or reliance on output generated by the Service. Client acknowledges this Service is intended to be utilized only for candidates and jobs within the United States.
4. Client acknowledges that the Service includes AI-powered functionality and that use of the Service is subject to the Artificial Intelligence Services provision of the Paycor Services Appendix, and any applicable Terms of Use presented in connection with the Service. Client further acknowledges that certain features or functionality may be provided by or rely upon third-party services or integrations, and Paycor makes no representations or warranties regarding such third-party services. 
5. The Service is provided on an “as is,” “as available” basis, and Paycor expressly disclaims any and all liability related to Client’s use of the Service. Paycor further specifically disclaims any representations, endorsements, guarantees or warranties, express or implied, including, without limitations, any and all implied warranties of merchantability, fitness for a particular purpose, title, timeliness, quality, accuracy or non-infringement of intellectual property rights, notwithstanding the Paycor General Terms and Conditions.

Benefits Administration Services.  Client is responsible for complying with the rules and requirements of all health care plans, flexible spending accounts, health savings accounts, and other benefit plans offered by Client to its employees. As part of Paycor’s benefits administration services (“Benefits Administration Services”), Client: (i) consents to data transmissions by Paycor to and from bswift, LLC, (ii) will review any and all reports received from Client’s health insurance carriers and fund managers including, without limitation, error reports, (iii) will fully cooperate with Paycor and Client’s health insurance carriers and fund managers to resolve all error reports, and (iv) will use the Services to document, update, and correct health information of Client’s employees as the sole source of data transmitted by Paycor in connection with the Benefits Administration Services.  It is Client’s responsibility to verify the accuracy and completeness of all health information maintained in the Services and supplied to Paycor in connection with the Benefits Administration Services.

Enterprise Technology & Integrations Services. 

Paycor will provide clients with standardized, core data integrations such as General Ledger, 401(k), and Benefits carrier feeds. The service ensures seamless, ongoing data connectivity supported through a subscription model with maintenance and re‑enablement options. It also includes Identity Access Management functionality (IAM) in the bundle.

Definition of Integration. For purposes of this section, “Integration” means a standard core integration consisting of any one or more of the following: (i) General Ledger file or integrated data movement; (ii) 401(k) carrier feed; or (iii) Benefits carrier feed.

Re‑Enablement of Service. If the Tech Bundle is terminated and later re-enabled, Client must contact its Paycor representative to initiate reactivation. If the Tech Bundle is re-enabled without a lapse in contiguous paid months, the service will be treated as uninterrupted. Any re-enablement will be treated as a new subscription, and a new minimum term will apply.

Ongoing Fees for Active Integrations. If the Client maintains any Integrations after termination of the Tech Bundle, then all of the active Integrations will incur a monthly maintenance and processing fee at the then‑current rates as listed on Paycor’s Miscellaneous Fees schedule. Any additions, modifications, or other changes to Integrations will be quoted and billed separately through a Paycor‑approved change process (e.g., via CSA‑issued quote or SOW, as applicable).

Post‑Term Cancellation. If Client cancels the Tech Bundle after the Minimum Tech Bundle Term, no prorated termination fee will apply. However, ongoing processing and maintenance fees for each active Integration will continue at the then‑current rates, and any future additions or changes to Integrations will be quoted and billed separately. 

Effect on Identity Access Management. Client understands that upon termination of the Tech Bundle, Client will lose access to IAM associated with the bundle. Once terminated, to access IAM Client must purchase it separately, at the then‑current rates provided by Paycor. 

Paycor Perks Services.  Paycor provides eligible Clients with access to voluntary employee benefits, discounts, and services (“Paycor Perks”) offered through certain third-party providers (“Perks Provider(s)”) for their workers (collectively, “Perks Service(s)”). Paycor Perks are provided at no additional cost to Clients and provides Client’s workers with access to a variety of benefits and services. A full list of offerings and supplemental terms, which are incorporated herein by reference, is available at www.paycor.com/paycor-perks-terms (“Paycor Perks Site”). Paycor may add, modify, or discontinue any aspect of Paycor Perks, including new Paycor Perks offerings or the party providing a Perks Service, at its discretion.  Paycor will provide updates with respect to Paycor Perks to Client, which may be posted via the Paycor Perks Site.  Client is responsible for understanding the full suite of Perks Services offered through Paycor Perks, including but not limited to information shared with Perks Providers(s) and any updates or changes to worker information as a result of worker’s use of any Perks Service. Access to certain Perks Services may require workers to maintain accounts with Perks Providers and/or may allow or require use of single sign-on (which allows access to a Perks Service through their Paycor account without directly logging into the Provider’s site).

Use of Perks Services requires compliance with this Agreement, Paycor’s Terms of Use, any service-specific terms, and any Perks Provider terms.  Perks Providers are solely responsible for the services they provide and their compliance with applicable laws. Paycor is not responsible for actions or omissions of Perks Providers, including data security and confidentiality.

Client must timely opt out and/or terminate any Perk Service that it chooses not to offer via the Paycor interface or as directed on the Paycor Perks Site. Perks Services will automatically be provided to workers after the opt out period expires, and access to the specific Perks Service will be granted to workers upon expiration of the opt out period. Client acknowledges that termination of a Perks Service may affect workers’ access to the service and may impact workers’ ability to continue receiving any services, payment options, or other obligations post-termination.

For each Perks Service, Client authorizes Paycor to transmit to Perk Provider(s) (i) name, address, and email address of Client’s authorized contact; and (ii) worker name, home address, email address, and worker identification number when the Perks Service commences for Paycor or Perks Provider to directly contact Client’s authorized contact and/or workers to provide information and/or marketing regarding the Perks Service through worker websites, online account, and/or by mail, email, or any other additional method selected by authorized contact or worker, including text message or phone. If necessary for an individual Perks Service, Client authorizes Paycor to share additional Client or worker data with Perks Providers including but not limited to Client name, address and industry; and worker information, including but not limited to worker phone number, user identification number, date of birth, Social Security number, wage information, employment-related dates, as necessary to offer and provide an individual Perks Service.  The information necessary for transmission for a particular Perks Service will be included in any relevant Perks Service supplemental terms and/or the Perks Provider terms as agreed to by a worker. Client authorizes Paycor to act on information provided by or through a Perks Provider and Paycor is not responsible for verifying data submitted to or by Perks Providers or workers.

Perks Providers determine eligibility, service levels, and when the service commences. Workers purchasing Perks Services with fees must accept Perks Provider terms or other required agreements, including any payment terms. Some Perks Services may require existing Client features (e.g., direct deposit), and termination of such features may impact the associated Perks Service.

If a worker purchases a Perks Service that has fees, the worker will be required to (i) accept the cost and/or Perks Provider’s fees for the Perks Service, (ii) authorize a method of payment, and (iii) agree to any applicable Paycor and/or Perks Provider’s terms and conditions. If worker elects to pay for a Perks Service through payroll, Client acknowledges and agrees that: (i) Client authorizes Paycor to process or facilitate the amount to be deducted from the worker’s paycheck based on Perks Services elected by workers and the information provided by Perks Provider; (ii) Paycor shall set up any applicable payroll deductions based on the information received from Perks Provider and shall have no obligation to review or verify any payroll deductions; (iii) Client is solely responsible for obtaining any written authorizations as required under applicable laws; and (iv) Paycor and Perks Provider will not be responsible for any damages that may result from Client’s or worker’s failure to timely review any payroll deductions. Client authorizes Paycor to remit payments to Perks Provider using Client’s DDA, or such other bank account as Client may designate, if applicable. Paycor may receive commissions or fees as compensation from Perks Providers for Perks Services provided to workers, and Client authorizes such compensation. 

Paychex Retirement Services.  Upon Client’s election, Paychex will perform third-party recordkeeping, and/or other administrative services (“Retirement Services”) for one or more qualified retirement plans that the Client sponsors or in which the Client participates, as set forth in a separate agreement governing such Retirement Services. Client must execute a separate agreement with Paychex for Retirement Services in order to receive the Retirement Services and Client’s plan must be qualified retirement plan as defined in the separate agreement with Paychex. Some Retirement Services may result in additional fees as set forth in the applicable agreement and/or client fee disclosure provided by Paychex. 

I-9 Services.  Paycor will provide Client with access to a third-party application to assist with completion and storage of Form I-9’s and related required documentation for individuals hired for employment in the United States (“I-9 Service”). Client consents to Paycor transmitting Client Data to its I-9 provider  when the I-9 Service commences, including, Client name, legal address, and Federal Employer Identification Number. When Client directs an employee to complete his/her Form I-9 through the I-9 Service, Client authorizes Paycor to transmit that employee’s information to its third-party provider, including, but not limited to, name, social security number, date of birth, address, phone number, email address, and hire date. Client acknowledges that the Form I-9 Service is a Third-Party Service, subject to any applicable terms and conditions or terms of use imposed by the third-party provider. Paycor may collect any fees due on behalf of the third-party provider, which are set forth on the order form, fee schedule or its equivalent. At its option, Client may also use the provider’s remote Form I-9 verification service, for an additional fee (“Remote Form I-9”).  Upon termination of the Service or the Agreement, Client understands and acknowledges that it will no longer have access to the Service or any of the content, and that it is solely responsible for downloading or otherwise retaining copies of Clients’ Forms I-9 prior to termination.

E-Verify Services.  Paycor will provide Client with access to a third-party application to assist with employee identity verification and employment eligibility as required by some federal and/or state laws (“E-Verify Services”). Client acknowledges that the E-Verify Service is a Third-Party Service, subject to any applicable terms and conditions or terms of use imposed by the third-party provider. To use the E-Verify Service, Client is required to designate an authorized contact for E-Verify Services in its Paycor account, and Paycor will transmit the authorized contacts name, email address and phone number to its vendor. Client authorizes Paycor to collect any fees due on behalf of the third-party provider, which are set forth on the order form, fee schedule or its equivalent. Client must utilize the Form I-9 Service in order to use the E-Verify Services.

Tax Credit Services.   Paycor, through its third-party provider, will provide Client with assistance in locating, preparing and filing for certain tax credit and hiring-based incentive programs (“Tax Credit Service”). Client acknowledges that (i) the Service is performed solely by a third-party provider, (ii) the third-party provider is solely liable for the performance of the services it provides, and (iii) Paycor is not responsible for the acts or omissions of the third-party provider, including, without limitation, any acts or omissions related to the security or confidentiality of any Client Data on the third-party provider’s systems and/or servers. Client authorizes Paycor to transmit Client and Client’s workers information to the third-party provider when the Tax Credit Service commences, including, but not limited to, i) Client name and Client identification number and the name, email address and phone number of the User(s) who will be the administrator(s) of the Tax Credit Service, and ii) worker’s personal and employment information, including, but not limited to, worker identification number, address, phone number, email address and wage information. If a worker provides consent to participate in the Tax Credit Service, Paycor shall transmit additional worker personal information to the third-party provider, including, but not limited to, name, Social Security number, date of birth, employment-related dates, and work address. Client will be eligible for the Tax Credit Service so long as: (i) Client agrees to and complies with any agreement that the third-party provider shall require; (ii) Client agrees to and pays to the third-party provider any additional fees as detailed in the separate agreement with the third-party provider, if applicable; and (iii) the agreement with the third-party provider is not terminated for any reason. Client acknowledges that the third-party provider may remit a percentage of the fees that the third-party provider receives to Paycor and Client authorizes Paycor to receive these fees as additional compensation for the Tax Credit Services. Client further authorizes the third-party provider to provide Paycor with information pertaining to the tax credits and Paycor to forward information received from the third-party provider to the IRS if required.

The Work Number Service.  Paycor, through its third-party provider, TALX Corporation, a wholly owned subsidiary of Equifax, Inc. (“TALX”), will provide employers with an automated method of providing employment and income verifications for its employees and workers to authorized third parties (“the Verification Service”). Client consents to data transmissions between Paycor and TALX and agrees to allow TALX to act on the behalf of the Client when working with an authorized third party (“Verifier”) making a request with a federal Fair Credit Reporting Act (“FCRA”) permissible purpose to verify employment and/or income information (“Employment Data”) in connection with The Verification Service. The type of Employment Data that may be exchanged under the Verification Service may be found at https://www.paycor.com/wp-content/uploads/2021/12/The-Work-Number-Employment-Data-List.pdf. Client authorizes Paycor to transmit Employment Data entered into the Services to TALX Corporation on behalf of Client in order to furnish TALX with the data needed to provide the Verification Service. Client acknowledges that TALX  is solely liable for the services it provides, and that Paycor is not responsible for the acts or omissions of TALX, including, without limitation, any acts or omissions related to the security or confidentiality of any Employment Data on TALX’s systems and/or servers. Client may opt out of the Verification Service by visiting INSERT URL. A worker can opt out at any time directly with TALX and, if a worker opts out, employment and/or income verification information pertaining to worker will not be transmitted to TALX. If a worker disputes the accuracy of the data provided, Client agrees to provide reasonable assistance to Paycor to resolve the dispute.

Paycor Visa® Card, powered by Payactiv.Paycor will provide Client’s workers with the option to sign up for a Paycor Visa Card (the “Service”) through its third-party provider, Payactiv, Inc. (“Payactiv”). The Paycor Visa Card is a prepaid debit card issued by Central Bank of Kansas City (“CBKC”), Member FDIC, pursuant to a license from Visa U.S.A. Inc. Eligible workers may elect to apply for the Paycor Visa Card. If approved by Payactiv and/or CBKC, workers may choose to deposit their wages to the Card each pay period.

Unless Client opts out of the Service, Client consents to Paycor transmitting Client Data and worker to Payactiv and CBKC, as necessary, when the Service commences. This data may include, without limitation, (i) Client identification number; and (ii) worker name and email address. Client acknowledges and agrees that Paycor and/or Payactiv may use this data to contact Client or workers regarding the Service to provide information and/or marketing regarding the Service.

The Paycor Visa Card is governed by the cardholder agreement and any applicable third-party terms and conditions. Client acknowledges that (i) Payactiv is the program manager for the Paycor Visa Card; (ii) Payactiv is solely liable for the services it provides; and (iii) Paycor is not responsible for the acts or omissions of Payactiv, including, without limitation, any acts or omissions related to the security or confidentiality of any Client Data on Payactiv’s systems and/or servers. Payactiv and/or CBKC are solely responsible for determining if a worker is eligible to receive a card. Paycor is not a bank, is not the issuer of the card, does not hold cardholder funds, and is not a party to the cardholder agreement or any other third-party providers terms.

Client may terminate or deactivate the Paycor Visa Card Service through the Services or as otherwise directed by Paycor. Client acknowledges and understands that workers that have enrolled in the Service will retain their Paycor Visa Card after termination by the Client.

Artificial Intelligence Services. Client acknowledges that use of Client Data and Client Confidential Information may include processing via automated technologies, algorithms, data analytics, machine learning, artificial intelligence, or any other automated or computational means, including any related features or tools (collectively “AI”). 

Client acknowledges that use of any AI in conjunction with the Services is subject to this Agreement, and any notice and/or terms and conditions that may be provided at the time of use. Client is solely responsible for the information input into the AI, the output generated therefrom, and/or use of the output, and Paycor makes no warranty of any kind concerning AI, the use of such AI, or the output thereof. Client will ensure that Client’s and/or workers’ use of AI or any output will not: (i) violate any applicable law; (ii) violate any provision of this Agreement or any other applicable Paycor policies or terms; or (iii) infringe, violate, or misappropriate any Paycor rights or the rights of any third party. Client acknowledges AI is not intended or designed to replace or override human decision-making and Client shall not rely on any output for legal, financial, health, employment or other significant decisions. 

Implementation Services.  Following agreement for the Services and prior to the Services “going live,” Client will work together with Paycor on responsibilities to allow Client to successfully use such Services (the “Implementation”). Implementation includes data migration, integration, configuration, and onboarding. In connection with Implementation, Client will enter, review, and maintain Client Data.   Client will promptly advise Paycor of any errors, omissions, or discrepancies in the Client Data and will promptly correct inaccuracies and respond to reasonable requests from Paycor to support Implementation.  If Client requests a delay in the Service start date, a change in the scope of Services, custom reporting, or integration, or to delay implementation, additional fees may apply. Paycor reserves the right to close any project upon reasonable notice if Client fails to assist Paycor to implement the Services. 

Consulting Services. Paycor offers consulting services to assist Clients in configuring the Paycor Services or connecting to or building custom integrations (“Consulting Services”). Any agreed upon Consulting Services requested by Client will be set forth in an Order or SOW, which shall be subject to this Agreement. Consulting Services shall be charged at the rates as set forth in an SOW or, if no such rates detailed, at Paycor’s then-current rates when the Consulting Services are performed. Unless otherwise expressly agreed to by Paycor, Paycor shall perform any Consulting Services at Paycor facilities. In conjunction with the Consulting Services, Client shall provide Paycor with remote access to necessary Client systems and appropriate access levels. Paycor shall use commercially reasonable efforts to meet contractual deadlines but will not be liable if any Consulting Services exceed the projected timeline set forth on the related SOW because of factors outside of Paycor’s control, including unanticipated changes in project scope or complexity.

Sandbox Services.  Paycor may make a testing and training environment (“Sandbox”) available for Client’s own quality assurance testing, training and such other purposes as may be allowed from time to time.  Client acknowledges that the Sandbox is a test and training environment that may only be used for Client’s internal testing and training purposes. Client should not add any personal information including SSN and DOB in the Sandbox. Client shall maintain and update the data in its live production environment and Paycor will not provide Services based upon modifications made or data entered into the Sandbox environment.

Modifications and Early Adopter Services. Paycor may modify, enhance, suspend, or discontinue any of the individual Services in its discretion. In the event of any material modification to or discontinuation of a Service, Paycor will use commercially reasonable efforts to provide advance notice to Client either by posting within the Service directly, by email, or through other communication to Client. From time-to-time new features or services may be made available in pilot, preview or evaluation form for a limited time (each, an “Early Adopter Service”). Client may elect to participate in such Early Adopter Services and in so doing, Client agrees to be bound by the Early Adopter General Terms and Conditions, available at https://www.paycor.com/early-adopter-general-terms-conditions-nov-22/, as the same are effective upon the date Client so elects to participate.

New Services. Paycor may deploy new services which are not available to Client as of the Effective Date. For new services, Paycor may, upon notice to Client and giving Client an opportunity to opt-out, make said services available to Client through its account. Client’s use of the new services shall be subject to the terms and conditions of this Agreement and such new services shall be considered part of the Services.

Capitalized terms used but not defined in this Services Appendix shall have the meanings ascribed to them in the Agreement.

Effective September 28, 2026