Mercury Payroll Terms of Service

IMPORTANT AUTHORIZATION NOTICE

Please read this Payroll Agreement carefully. By accepting this Payroll Agreement, you are authorizing Mercury and certain Service Providers identified in this Payroll Agreement and the applicable Service Addenda to act on your behalf for limited purposes in connection with Mercury Payroll, including preparing and submitting filings, communicating with governmental agencies and Service Providers, accessing designated accounts and portals, mail monitoring, initiating debits and credits to your designated account, and performing other activities described in this Payroll Agreement. This authorization includes the limited agency and attorney-in-fact authority described in Section 14 (Limited Agency and Power of Attorney), and is revocable as provided in that Section. Certain government agencies, carriers, and other third parties may require your direct signature on their own forms, which cannot be replaced by this general authorization. Where required, you will be asked to execute those forms separately.

This Mercury Payroll Terms of Service (this “Payroll Agreement”) is entered into by the entity or organization that accepts it (“you” or “your”). Mercury Payroll is a service offering of Mercury Technologies, Inc. and its applicable affiliates and subsidiaries (“Mercury,” “we,” “us,” or “our”). This Payroll Agreement, together with (a) any Order Form, (b) each Service Addendum applicable to the Services you purchase or use, (c) the Data Processing Addendum, (d) any Business Associate Agreement, (e) the Mercury Terms of Use, and (f) any other terms referenced herein (collectively, the “Agreement”), governs your access to and use of Mercury Payroll and the Services. This Payroll Agreement takes effect on the date you first accept it and continues until terminated in accordance with Section 19. The individual accepting this Payroll Agreement on your behalf represents that they are an Account Administrator and have authority to bind you.

1. Definitions

“Account Administrator” means each User you designate through Mercury Payroll, or who is designated on your behalf by an Account Administrator, to provide instructions, approve transactions, submit information, execute documents, or otherwise act on your behalf for Mercury Payroll. Each Account Administrator is authorized to act on your behalf until you remove that individual’s access through Mercury Payroll.

“Applicable Law” means all federal, state, local, and foreign statutes, regulations, ordinances, rules, orders, agency guidance, and payment-network or clearinghouse rules, in each case as amended from time to time and applicable to a party or your use of Mercury Payroll, including employment, tax, wage-and-hour, benefits, insurance, immigration, anti-money laundering, sanctions, and data-protection law.

“Claim” means any claim, demand, action, suit, proceeding, investigation, or dispute, whether brought by you, by Mercury, or by a third party.

“Mercury Payroll” means the payroll offering made available within the Mercury platform, through which the Services are provided.

“Order Form” means any ordering document, order form, statement of work, online purchase flow, or in-Service screen through which you purchase, subscribe to, or enroll in a Service, in each case as completed or accepted by you.

“Payee” means any employee or independent contractor of yours, wherever located, who is paid, or eligible to be paid, through Mercury Payroll.

“Payroll Data” means information, documents, and instructions relating to compensation, benefits, tax withholding, work eligibility, bank account details, or other information about you or your Payees, submitted to or generated within Mercury Payroll by or on behalf of you or your Users, in each case in the form made available. Payroll Data does not include (a) aggregated or de-identified data derived from it as further described in Section 15.2, (b) Mercury’s own records of your account, configuration, transactions, and use of Mercury Payroll, (c) any analytics, reports, benchmarks, models, or other materials Mercury generates, or (d) any Mercury or Service Provider software, platform, or materials.

“Service Addendum” means each addendum to this Payroll Agreement, or hereafter made available or incorporated by reference, governing a particular Service or group of Services, in each case as amended from time to time in accordance with this Payroll Agreement.

“Service Provider” means any third-party or affiliated provider Mercury uses to provide, support, or make available Mercury Payroll, including: (a) Check Technologies, Inc. and Check Payments LLC (together, “Check”); (b) each other Service Provider identified in an applicable Service Addendum or otherwise identified to you through Mercury Payroll; and (c) any successor or replacement Service Provider designated by Mercury.

“Services” means the payroll, contractor-payment, benefits-brokerage-coordination, HRIS, tax registration, and other administrative services and functionality made available to you through Mercury Payroll, as described in this Payroll Agreement and the applicable Service Addenda.

“User” means any employee, contractor, founder, officer, director, administrator, agent, representative, accountant, broker, consultant, Payee, or other person you authorize, or who is authorized on your behalf, to access or use Mercury Payroll, or on whose behalf information is submitted to Mercury Payroll.

2. Structure & Order of Precedence

This Payroll Agreement supplements the Mercury Terms of Use and sets out the terms governing the Services. Capitalized terms used but not defined in this Payroll Agreement have the meanings given in the Mercury Terms of Use, and this Payroll Agreement controls where it and the Mercury Terms of Use address the same subject matter as it relates to the Services. Except as expressly provided in this Payroll Agreement, nothing in this Payroll Agreement limits any right, remedy, disclaimer, or limitation available to Mercury under the Mercury Terms of Use.

Each Service Addendum to this Payroll Agreement applies only if and to the extent you purchase, enroll in, or use the corresponding Service. The documents comprising the Agreement are intended to be read together and to be cumulative. Where a conflict cannot be reconciled, the order of precedence is: (1) any Order Form; (2) the applicable Service Addendum, solely as to the Service it governs; (3) the Data Processing Addendum, solely as to processing of personal information; (4) any Business Associate Agreement, solely as to protected health information; (5) this Payroll Agreement, as to the Services; (6) the Mercury Terms of Use; and (7) any other terms referenced herein.

3. Eligibility

Mercury Payroll is offered solely for your business and commercial purposes and is not offered to, or for use by, consumers or any individual acting for personal, family, or household purposes. You represent and warrant that you are a legal entity validly formed and in good standing and authorized to conduct business in the United States, and that the individual accepting this Payroll Agreement on your behalf has authority to bind you. You must maintain an active Deposit Account at one of Mercury’s Banking Providers (“Mercury Account”) in good standing to enroll in or continue using Mercury Payroll. Suspension, restriction, or closure of your Mercury Account will result in corresponding suspension or termination of Mercury Payroll.

You authorize Mercury to reuse company, ownership, officer, beneficial-owner, and other Know Your Business and/or Know Your Customer (“KYC”) information already on file for your Mercury Account for purposes of enrolling you in Mercury Payroll, and to update Mercury Payroll's records automatically when that information changes in your Mercury Account, unless a specific payroll workflow separately requires you to confirm or re-supply it. Mercury or a Service Provider may repeat any verification, screening, or review at any time. You will provide the information Mercury or a Service Provider reasonably requests to complete or repeat any verification, screening, or review, and will notify Mercury promptly of any change to that information. Only Account Administrators who have completed Mercury’s KYC process may enroll in or administer Mercury Payroll. Mercury may restrict payroll administration to a subset of your Account Administrators.

Mercury may deny, delay, suspend, or terminate your registration or use of any Service, in its sole discretion, based on the outcome of identity verification, business verification, sanctions screening, fraud review, industry review, or risk review. Mercury is under no obligation to disclose the basis for any such determination to the extent disclosure is restricted by Applicable Law or a Service Provider’s requirements. Each legal entity must separately register for and be approved to use the Services, and you may not use your account to submit payroll, payments, filings, or enrollments for any other entity, including any affiliate.

4. Relationship of the Parties

Mercury Payroll is a hosted platform and administrative-coordination product. Mercury does not act as: (a) a Professional Employer Organization (“PEO”) or co-employer of your employees, contractors, or other personnel; (b) an Employer of Record (“EOR”) or Agent of Record with employer-level legal responsibility for any individual performing services for you; (c) a staffing agency, temporary-help firm, or leasing employer; (d) a plan sponsor, plan administrator, or named fiduciary of any benefit plan; or (e) a withholding agent, payor, or employer for federal, state, or local tax purposes.

You, and not Mercury, are and remain at all times the employer, payor, benefits plan sponsor, and withholding agent (as applicable) of your Payees, with sole and non-delegable responsibility for all employer-level legal obligations described in Section 5.

Mercury does not co-employ, hire, discipline, terminate, direct or supervise the day-to-day work of, set the compensation of, or make any employment decision regarding, any Payee. Mercury's role, and that of its Service Providers, is limited to making Mercury Payroll available and providing administrative coordination and communication with Service Providers and government agencies at your direction and on your behalf. You acknowledge that Mercury acts at your direction and does not independently determine any employment, payroll, tax, benefits, or insurance decision on your behalf.

Nothing in this Payroll Agreement, no feature of Mercury Payroll (including any limited agency or power of attorney), and no course of dealing between the parties will be construed to create an employment, co-employment, joint employment, agency (except as expressly and narrowly granted), partnership, joint venture, or fiduciary relationship between Mercury and any Payee, or between Mercury and you, beyond the limited administrative agency expressly granted in this Payroll Agreement. Mercury does not owe any duty or obligation to any of your Payees.

If Mercury is treated as a joint employer, co-employer, EOR, PEO, plan sponsor, plan fiduciary, or withholding agent with respect to any of your Payees, you will indemnify Mercury in accordance with Section 17 for any resulting Claims, liabilities, fines, or penalties, and Mercury may immediately suspend, modify, or restructure the affected Service, or terminate the affected Service on notice to you, to eliminate such treatment.

5. Your Responsibilities

You agree that you remain solely responsible for:

• All employment and engagement decisions, including hiring, discipline, and termination;
• Worker classification (employee vs. independent contractor) and all consequences of misclassification;
• Wage-and-hour compliance, including minimum wage, overtime, meal-and-rest-break, and pay-frequency requirements in every applicable jurisdiction;
• The accuracy, completeness, and lawfulness of all Payroll Data and instructions submitted through Mercury Payroll;
• Payroll approvals and the timing and sufficiency of funding for every payroll run, tax payment, benefits premium, and contractor payment;
• Tax withholding, deposit, reporting, and filing obligations, notwithstanding any reporting-agent authorization granted to Check or another Service Provider under an applicable Service Addendum;
• Payee onboarding, including satisfaction of Form I-9 and other work-authorization verification requirements;
• Benefits eligibility determinations, plan selection, and communication of benefit terms to your Payees;
• Required workplace notices and postings in every jurisdiction in which your Payees are located;
• Insurance coverage decisions, including workers' compensation and any other legally required coverage;
• Plan sponsor, plan administrator, and fiduciary obligations for any retirement or welfare benefit plan;
• Compliance with all Applicable Law governing your business, your Payees, your contractors, and any benefit plans you sponsor or participate in;
• Obtaining all rights, notices, consents, and authorizations required under Applicable Law to provide Payroll Data to Mercury and its Service Providers, including with respect to Payees, dependents, beneficiaries, officers, and beneficial owners, and for any failure to obtain or maintain such consents;
• Promptly providing, and causing your Payees to provide, all information, documentation, and materials reasonably requested by Mercury or Service Provider(s) necessary to comply with the Bank Secrecy Act, as amended by the USA PATRIOT Act, all applicable KYC requirements, and all other Applicable Law with respect to you and your Payees; and
• Promptly notifying Mercury of any change in your business, ownership, officers, industry classification, or personnel that could affect eligibility for, or the accuracy of, any Service.

You further agree that:

• Mercury and its Service Providers may rely on all Payroll Data and instructions without independent verification.
• Mercury may decline, delay, or condition any Service on your providing additional information, documentation, or authorizations reasonably requested by Mercury or a Service Provider, and Mercury has no liability for any delay or non-performance resulting from your failure to provide them.
• Mercury may decline, delay, suspend, or terminate any Service without liability if Mercury or a Service Provider determines that your business is not eligible for the Service.
• If you migrated to Mercury Payroll from another payroll provider, you are solely responsible for the completeness and accuracy of historical payroll and tax data transferred to Mercury Payroll, and for liabilities arising from payroll periods processed by your prior provider.
• You are responsible for transitioning away from Mercury Payroll in an orderly manner upon termination, including engaging a replacement payroll or benefits provider and ensuring continuity of statutory filings. Provided that your account is current in all amounts owed, Mercury will make Payroll Data available for export through Mercury Payroll for 90 days following termination, except where earlier deletion or return is required under Applicable Law. After that period Mercury has no obligation to retain, produce, or make Payroll Data available to you, and Mercury is not obligated to provide data in any particular format or to perform migration, conversion, or transition services.

6. Account Administrators & Users

You are responsible for all acts and omissions of Users, including Account Administrators, and for all instructions, approvals, submissions, signatures, transactions, and other actions taken under your account, whether or not you knew of or actually authorized them. Those actions include actions taken by you or a User, and actions Mercury reasonably believes to have been directed or instructed by you or a User, whether submitted through Mercury Payroll, by email, or verbally.

You are responsible for the security and confidentiality of all credentials used to access Mercury Payroll, for maintaining unique credentials for each User, for granting each User only the access their role requires, and for periodically reviewing the access you have granted. You accept the risk of any unauthorized use of your account and will notify Mercury immediately if you believe any credential or account has been compromised. Mercury may suspend your account, or any User’s access, if Mercury has reason to believe a credential has been compromised. Mercury may treat any instruction from an Account Administrator as fully authorized by you and may act on it without further inquiry, including approval of a payroll run, a new hire, or a benefits election. For actions including funds movement, government filings, and binding execution of documents under Section 14, Mercury or a Service Provider may require specific confirmation from an Account Administrator before acting upon an instruction.

You are responsible for promptly removing access for any User who is no longer authorized to act on your behalf, and Mercury has no liability for actions taken by a person whose access you fail to timely revoke. Where you are unable to remove a User through Mercury Payroll, you must promptly request removal through Mercury’s designated support channel, and removal is effective when Mercury processes the request. Where you provide Mercury with credentials to a third-party account or system, or authorize Mercury to access such an account on your behalf, you represent that you are permitted to do so, and Mercury’s use of those credentials for the purposes described in this Payroll Agreement is authorized by you.

Mercury may make available, and you may elect to use, features that allow you to grant access to an accountant, bookkeeper, broker, consultant, or other third party you engage. Any such third party will access Mercury Payroll solely to provide services to you under its engagement with you, will constitute a User for all purposes under this Payroll Agreement, and must not extract Payroll Data from Mercury Payroll for use outside Mercury Payroll, including for any data aggregation or resale service.

7. Funding of Payroll

7.1. Funding Account

You must designate a Mercury Account as the funding source for payroll, tax payments, and benefits-related debits, and must maintain sufficient available funds in the designated account before the applicable cutoff time for each payroll run.

7.2. Payment Type

Unless otherwise elected as described below, payroll disbursements will be made by Automated Clearing House (“ACH”) transfer. ACH transfers are processed and settled by one or more Banking Provider(s) or Service Provider(s). The timing and completion of ACH transfers are subject to the applicable Banking Provider’s processing schedules and the rules of the ACH network.

Where Mercury makes wire disbursement available, you may elect to have the payroll disbursement for a particular payroll run made by wire transfer instead of ACH. Wire transfers are provided through Check or other Service Provider(s) and may be subject to cutoff times, processing schedules, and fees that differ from those that apply to ACH transfers. You are responsible for reviewing the applicable cutoff times and fees before you make a wire election.

7.3. Insufficient Funds

If your Mercury Account lacks sufficient available funds to cover a payroll run by the funding cutoff time (a “Funding Shortfall”), Mercury or Check may, in their sole discretion, take one or more of the following actions: (a) permit you to cover the Funding Shortfall by wire by a deadline that Mercury specifies; (b) reattempt the debit one or more times; or (c) cancel or decline to process the affected payroll run. You are solely responsible for any consequences of a Funding Shortfall, including late or missed payment to Payees, late or missed tax deposits or filings, and any resulting penalties, interest, or other charges. Mercury will not be liable for any such consequence of a Funding Shortfall, except to the extent directly caused by Mercury's own willful misconduct or gross negligence. This Section does not limit or modify Mercury’s rights or your obligations under the Mercury Terms of Use or your agreement with your Banking Provider, including any right to decline a debit for insufficient funds. Where funds in your Mercury Account are insufficient to cover any amount due related to the Services, Mercury or its Service Providers may decline or delay remittance of payroll, tax, or other amounts, recoup any amount advanced on your behalf, and suspend or terminate the affected Service, in each case without liability to you or any Payee.

7.4. Right of Set Off

Mercury may set off any amount you owe Mercury or any Service Provider under this Payroll Agreement or any Service Addendum against any amount Mercury owes to you or a Service Provider holds on your behalf.

7.5. No Money Transmission

Mercury does not transmit currency, funds, money, monetary value, or any other value that substitutes for currency on your behalf related to Mercury Payroll. Movement of payroll and tax funds occurs through Check, your Banking Provider, or Mercury’s other partner financial institutions.

8. Service Providers

Mercury Payroll relies on Service Providers to perform regulated or specialized functions. Check performs payroll funds movement, tax remittance, and tax filing as Mercury’s payroll Service Provider. Central Benefits and Insurance Services LLC (“CBIS”) separately provides insurance brokerage services directly to customers in its capacity as a licensed insurance producer, as described in the applicable Service Addendum. You authorize Mercury to transmit Payroll Data and instructions to Service Providers and to receive information from them on your behalf.

Certain Services are subject to additional Service Provider terms, including disclosures, consents, and documentation, which may be identified in the applicable Service Addendum or presented to you through Mercury Payroll or by the Service Provider directly. Those terms constitute a separate agreement between you and the applicable Service Provider governing that Service Provider’s own performance. You agree to review, accept, and comply with those terms, and your acceptance of and compliance with them is a condition of your access to and use of the affected Service. No Service Provider terms will modify this Payroll Agreement, expand Mercury’s obligations, or limit Mercury’s rights or remedies. Mercury maintains a list of Service Providers that process Payroll Data, available through Mercury Payroll or on request. Mercury’s use of Service Providers to process personal information on your behalf, including any notice of a new or replacement Subprocessor and any right you have to object, is governed by the Data Processing Addendum. Except as provided in Section 12.5, Mercury is not responsible for any act or omission of a Service Provider. Service Provider liability is addressed in Section 18.4.

Mercury may add, remove, or replace any Service Provider at any time, including changing the entity that performs payment execution or tax filing, without liability. Where Applicable Law or the replacement Service Provider requires you to execute a new authorization, power of attorney, or reporting-agent designation, Mercury will notify you and you will promptly execute and return it.

9. Fees & Payment

9.1. Fees

You understand and agree that you are responsible for and will pay all fees, costs, charges, expenses, and other amounts owed and payable for Mercury Payroll in accordance with the terms of this Payroll Agreement and as presented in Mercury Payroll or in an applicable Order Form. Fees are exclusive of taxes; you are responsible for all sales, use, value-added, withholding, and similar taxes other than taxes on Mercury's net income. You will pay all amounts due without set off, deduction, or withholding except as required by Applicable Law.

9.2. Payment Authorization

You authorize Mercury to instruct, and Service Providers or Banking Providers to initiate, electronic debits or credits to your designated Mercury Account for fees, costs, charges, expenses, and all other amounts due to Mercury under this Payroll Agreement or any Service Addendum. Mercury may also bill and collect fees from you through its third-party billing processor. You separately authorize the Service Provider(s) to initiate electronic debits or credits to your designated Mercury Account for payroll amounts, tax amounts, benefits premiums, corrections, chargebacks, returns, and reversals under their processing roles, as further described in any applicable terms of such Service Provider(s). You further authorize us or our Service Provider(s), as applicable, to initiate electronic debits or credits for all amounts owed and payable to us or Service Provider(s) for late fees, returned payments, failed payments, processing fees, or past due account balances. You agree that any signer on your Mercury Account is authorized to make payments on your behalf. If we receive a payment instruction authorized by you, including any authorized signer, and the instruction is erroneous in any way, we will have no obligation or liability for the error. If we or Service Provider(s) make an error in processing a payment, you authorize us or Service Provider(s) to correct the error by crediting or debiting your Mercury Account(s) in the amount of such error on or after the date such error occurs.

9.3. Failed Payments

If any single charge is refused or dishonored, such amount is immediately due and payable by you. You understand that your Banking Providers may impose fees for rejected payments, and you agree that we and our Service Providers do not have any liability for such fees. Mercury may, in its discretion, charge interest on late payments at 1.5% per month or the maximum rate permitted by Applicable Law, whichever is lower, and you will reimburse Mercury's reasonable costs of collection, including attorneys’ fees. You must notify Mercury of any good faith dispute regarding an invoiced amount within 30 days after the date of the invoice, and you will pay all undisputed amounts when due. Amounts not disputed within that period are deemed accepted. An additional $150, to the extent permitted by Applicable Law, may be charged for each failed funding or payment transaction. Mercury may waive the first instance of failed funding at its own discretion. If we are not able to debit the amount required to cover an authorized payment, we will not be able to make the payment you have authorized, and will not be held liable for any failure to make the payment. We have no obligation to try to debit an account for a specific payment more than once.

9.4. Fee Changes

Mercury may, in its sole discretion, change the fees for any Service at any time. Mercury will provide at least 30 days’ advance notice by email to the address associated with your account before a fee change takes effect for a Service you are then using. If you do not accept the change, your sole and exclusive remedy is to terminate the affected Service by written notice to Mercury before the change takes effect. If you do not terminate the affected Service before the change takes effect, your continued use of the affected Service constitutes acceptance of the change.

10. Payroll Data, Privacy, & Security

10.1. License to Payroll Data

You grant Mercury and its affiliates a non-exclusive, worldwide, royalty-free, sublicensable license to use, copy, process, transmit, store, disclose, and display Payroll Data as necessary to provide, maintain, update, secure, and support Mercury Payroll and the Services, comply with Applicable Law, perform risk review, and enforce this Payroll Agreement. Mercury and its affiliates may sublicense these rights to Service Providers to the extent necessary for them to provide the Services. Solely as to processing of Payroll Data that constitutes personal information, the Data Processing Addendum governs and, in the event of conflict, controls over this license.

10.2. Privacy

Mercury's processing of personal information collected through Mercury Payroll on your behalf as a processor or service provider is governed by the Data Processing Addendum, which is incorporated into this Payroll Agreement by reference. The Mercury Privacy Policy governs Mercury’s processing of personal information for its own independent purposes, including fraud prevention, security, and legal compliance. In the event of a conflict specifically as to processing of personal information on your behalf, the Data Processing Addendum controls.

10.3. Sensitive Information

You will not submit protected health information or other regulated sensitive information to Mercury except through designated workflows, or as expressly instructed by Mercury, and Mercury may condition applicable Services on execution of a Business Associate Agreement or similar document.

10.4. Security

Mercury will maintain administrative, technical, and physical safeguards designed to protect Payroll Data consistent with Applicable Law, and as further described with respect to personal information in the Data Processing Addendum. You are responsible for maintaining secure credentials and account access as provided in Section 6, including limiting User access on a least-privilege basis and monitoring account activity, and for configuring Mercury Payroll and any integration in a manner appropriate to the sensitivity of the Payroll Data you submit. Mercury is not responsible for any loss resulting from your configuration choices, your failure to use available security features, or your submission of Payroll Data outside a designated workflow.

11. AI-Assisted Features

11.1. Scope

Mercury Payroll may include AI-assisted workflows, summaries, recommendations, classifications, drafts, or other machine-generated outputs (“AI Outputs”), including any AI-assisted onboarding or activation-chat experience. AI Outputs are generated using probabilistic models and may vary between Users or over time even where the same or similar inputs are provided. AI Outputs are provided subject to the disclaimers in Section 12.4. Mercury may use third-party model providers as Service Providers for AI-assisted features.

11.2. Your Review

You are solely responsible for reviewing and independently verifying any AI Output before using, submitting, or relying on it, or before making any employment, payroll, tax, benefits, legal, financial, or compliance decision based on it. Before an AI Output is used to make, or as a substantial factor in making, any decision producing a legal or similarly significant effect concerning an individual, including compensation, worker classification, benefits eligibility, discipline, or termination, an Account Administrator must review and approve it. Mercury does not make any such decision on your behalf.

11.3. Output Rights

You have no exclusive right in any AI Output, which may be similar or identical to outputs generated for other customers, and you may use AI Outputs only for your permitted use of Mercury Payroll.

11.4. Your Inputs & Compliance

You will not submit to an AI-assisted feature any information you are not permitted to disclose to Mercury, and your use of AI Outputs must comply with Applicable Law, including any law governing automated decision-making, employment screening, or notice to or consent from individuals.

12. Warranties & Disclaimers

12.1. Services Provided “As Is”

Mercury Payroll and the Services, including all services provided under any Service Addendum, are provided “as is” and “as available.” To the maximum extent permitted by Applicable Law, Mercury disclaims all warranties, whether express, implied, statutory, or otherwise, including warranties of merchantability, fitness for a particular purpose, title, non-infringement, accuracy, availability, and error-free or uninterrupted operation. Mercury does not guarantee any tax, payroll, employment, benefits, insurance, registration, payment, agency, carrier, regulatory, or Service Provider outcome, or that any filing, payment, or enrollment will be timely, accepted, or error-free.

12.2. Reliance on Payroll Data

Mercury does not warrant the accuracy or completeness of Payroll Data or any information you or your Users submit, and Mercury and its Service Providers may rely on such information without independent verification.

12.3. No Professional Advice

No advice or information, whether oral or written, obtained from Mercury or through Mercury Payroll creates any warranty not expressly and specifically stated in an Order Form. Mercury does not provide legal, tax, accounting, investment, or fiduciary advice; you should consult your own professional advisors for decisions involving those subject matters.

12.4. AI Outputs

AI Outputs are provided “as is” and may be incomplete, inaccurate, outdated, biased, or unsuitable for your circumstances. Mercury does not warrant or guarantee the accuracy, completeness, reliability, timeliness, reproducibility, or fitness for any purpose of any AI Output, or that any AI Output complies with Applicable Law. AI Outputs do not constitute legal, tax, accounting, benefits, employment, insurance, investment, or other professional advice. Mercury disclaims all liability for any decision, action, or omission based on an AI Output, and is not responsible for any AI Output that is inaccurate, incomplete, or non-compliant, or for any wage, tax, benefits, penalty, interest, or other consequence resulting from your use of an AI Output.

12.5. Service Providers

Mercury is not responsible for any act, omission, delay, error, outage, denial, pricing change, eligibility decision, account closure, compliance hold, carrier decision, bank failure, network failure, or other consequence caused by any Service Provider, even if that Service Provider is Mercury’s subcontractor, except to the extent caused by Mercury’s own willful misconduct or gross negligence, or to the extent Mercury is liable for a Subprocessor’s acts or omissions under the Data Processing Addendum.

13. Electronic Communications & Signatures

You consent to receive Mercury Payroll notices, agreements, disclosures, tax documents (including Form W-2 and Form 1099), and other communications electronically, in accordance with the Mercury Electronic Communications Agreement and Applicable Law governing electronic delivery of tax documents. Where Applicable Law requires consent, disclosures, or elections to be obtained from an individual rather than from you, you are responsible for obtaining and maintaining that consent from the individual, and Mercury may decline or delay electronic delivery until you confirm that it has been obtained. You may withdraw your consent to electronic delivery at any time through Mercury Payroll or Mercury’s designated support channel, without closing your Mercury Account, and Mercury may decline, delay, or discontinue any Service that cannot reasonably be provided without electronic delivery.

You agree that electronic signatures, click-approvals, checkbox consents, and similar electronic actions taken through Mercury Payroll have the same legal effect as handwritten signatures to the maximum extent permitted by Applicable Law. Certain jurisdictions and agencies may require a wet, notarized, or agency-specific signature or authorization form, including certain state tax powers of attorney or carrier applications. You agree to promptly execute and return any such document upon request, and Mercury may decline or delay a Service until you do so. Mercury may facilitate the completion or execution of electronic documents between you and third parties. Nothing in this Payroll Agreement makes Mercury a party to or liable for any such document, except to the limited extent Mercury executes a document as your authorized agent under Section 14.

14. Limited Agency & Power of Attorney

14.1. Grant of Authority

You appoint Mercury and its designated Service Providers as your limited agent and attorney-in-fact, solely to take actions reasonably necessary to provide the Services you have enrolled in, including: (a) preparing, signing, and submitting payroll, tax, benefits, insurance, and registration forms and filings; (b) registering for, accessing, creating, and maintaining accounts and portals with government agencies and Service Providers, and accepting the terms of use applicable to those accounts and portals; (c) transmitting payroll, tax, and benefits instructions; (d) corresponding with agencies, carriers, and Service Providers and responding to notices; (e) correcting errors; (f) executing other documents of the type and for the purposes described in the applicable Service Addendum; and (g) receiving, opening, scanning, reviewing, categorizing, and routing mail and other correspondence addressed to you at an address designated for an applicable Service. Where the applicable form or system permits, Mercury may sign in a representative capacity as your authorized agent rather than by applying your signature.

14.2. Revocation

This limited agency is revocable and remains effective until you terminate it by written notice to Mercury through the designated support channel or account settings, except to the extent necessary to complete pending transactions, satisfy Mercury’s or a Service Provider’s own recordkeeping obligations, or comply with Applicable Law.

14.3. Your Responsibility

You remain responsible for the content and consequences of any document executed or filing submitted by Mercury or a Service Provider on your behalf under this authorization, to the same extent as if you had executed or submitted it yourself. Mercury is not responsible for retention periods or production requirements imposed on you by third parties with respect to those documents.

14.4. What This Authorization Does Not Cover

This authorization does not replace any direct signature, agency-specific form, carrier or vendor form, individual authorization, or task-specific approval required by Applicable Law, an agency, a carrier, or a Service Provider.

15. Intellectual Property

15.1. Ownership

Mercury and its licensors retain all right, title, and interest in and to Mercury Payroll and the Services, including all software, hosted platforms, workflows, documentation, templates, analytics, know-how, models, and interfaces, and all intellectual property rights therein, together with all modifications, enhancements, and derivative works, whether or not developed in connection with your use of the Services. Except for the limited rights expressly granted in this Payroll Agreement, no rights in Mercury Payroll or the Services are granted to you by implication, estoppel, or otherwise. As between you and Mercury, you retain ownership of Payroll Data, subject to the licenses granted in Section 10.1.

15.2. Aggregated & De-Identified Data

Mercury may create aggregated or de-identified data from Payroll Data and from use of Mercury Payroll and the Services, and may use, reproduce, modify, distribute, and otherwise exploit that data for any lawful business purpose, including analytics, benchmarking, reporting, and developing, improving, and training Mercury Payroll and the Services. Aggregated and de-identified data does not constitute Payroll Data or Confidential Information, and Mercury owns all right, title, and interest in and to it, including all intellectual property rights.

15.3. License to You

Subject to your compliance with this Payroll Agreement and payment of all applicable fees, Mercury grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to access and use Mercury Payroll and the Services you have purchased or enrolled in during the applicable subscription term, solely for your own internal business purposes. You may permit your Users to access Mercury Payroll and those Services for that purpose.

15.4. Restrictions

You will not, and will not permit any User or third party to: (a) copy, modify, translate, or create derivative works of Mercury Payroll or any Service; (b) reverse engineer, decompile, disassemble, or attempt to derive the source code, structure, or underlying models of Mercury Payroll or any Service, except to the extent this restriction is prohibited by Applicable Law; (c) rent, lease, sell, sublicense, distribute, or make Mercury Payroll or any Service available to any third party, or use Mercury Payroll or any Service on a service-bureau or time-sharing basis; (d) use Mercury Payroll or any Service to build, train, or improve a competing product or service, or for benchmarking or competitive analysis; (e) circumvent or interfere with any security, access control, usage limit, or rate limit; or (f) use Mercury Payroll or any Service in violation of this Payroll Agreement or Applicable Law. Mercury may monitor use of Mercury Payroll and the Services and suspend or restrict access for any violation of this Section.

16. Confidentiality

16.1. Confidential Information

Each party may receive non-public information from the other that should reasonably be understood to be confidential, whether or not marked as such (“Confidential Information”). Mercury’s Confidential Information includes Mercury Payroll, its features and performance, pricing, and any beta or preview feature. Confidential Information does not include information that is public, independently developed without use of the other party’s Confidential Information, already known without a confidentiality obligation, or lawfully received from a third party without restriction.

16.2. Obligations

Each party will use the other’s Confidential Information only to perform its obligations or exercise its rights under this Payroll Agreement, will protect it with at least the degree of care it uses for its own confidential information and in no event less than reasonable care, and will limit access to those of its personnel, affiliates, Service Providers, and advisors who need it for that purpose and are bound by confidentiality obligations no less protective than these.

16.3. Permitted Disclosures

A party may disclose Confidential Information where required by Applicable Law, subpoena, court order, or regulator, provided it gives prompt notice to the other party where legally permitted and discloses only to the extent required. Mercury may also disclose Confidential Information to its Service Providers as reasonably necessary to provide Mercury Payroll and the Services, without notice to you.

16.4. Return, Survival, & Remedies

Upon request following termination, each party will return or destroy the other party’s Confidential Information in its possession, except for archival copies retained in accordance with standard backup or record-retention practices and subject to this Section. Unauthorized use or disclosure of Confidential Information may cause irreparable harm for which monetary damages would be an inadequate remedy, and the disclosing party is entitled to seek injunctive relief in addition to any other available remedy, without posting bond or proving actual damages. Nothing in this Payroll Agreement restricts either party from using general knowledge, skills, ideas, concepts, and know-how retained in the unaided memory of its personnel in the ordinary course of business, provided it does not use or disclose the other party’s Confidential Information in doing so.

17. Indemnification

17.1. Your Indemnification of Mercury

You will defend, indemnify, and hold harmless Mercury, its affiliates, Service Providers, and their respective officers, directors, employees, agents, and representatives (the “Mercury Indemnified Parties”) from and against any and all Claims, losses, liabilities, damages, penalties, fines, interest, costs, and expenses (including reasonable attorneys' fees) arising from or relating to:

• Payroll Data or instructions, including their inaccuracy, incompleteness, or unlawfulness;
• Your breach of this Payroll Agreement or any Service Addendum;
• Your violation of Applicable Law;
• Employment, payroll, wage-and-hour, worker-classification, tax, benefits, insurance, retirement-plan, or contractor obligations, including any determination that you misclassified a worker or failed to make a required filing or payment;
• Claims by your employees, contractors, personnel, or payment recipients arising from or relating to your use of Mercury Payroll;
• Unauthorized or improper use of Mercury Payroll by you or your Users;
• Insufficient funds, chargebacks, reversals, returns, failed payments, or reimbursement obligations;
• Acts or omissions of your Users, agents, or representatives, including documents executed or filings submitted on your behalf under Section 14; or
• Any Claim, or any determination by Applicable Law, a regulator, or a court, that Mercury or its personnel should be treated as a joint employer, co-employer, EOR, PEO, plan sponsor, plan fiduciary, or withholding agent with respect to your Payees.

This indemnity is in addition to, and not in place of, any Service-specific indemnity in a Service Addendum, and to any indemnification obligation you owe Mercury under the Mercury Terms of Use.

17.2. Mercury’s Indemnification of You

Mercury will defend, indemnify, and hold harmless you and your officers, directors, employees, and agents from and against any third-party Claims, losses, liabilities, damages, penalties, fines, costs, and expenses arising from any Claim that Mercury Payroll, as provided by Mercury and used in accordance with this Payroll Agreement, infringes that third party’s U.S. intellectual property rights, subject to Section 18. If a Claim is made or Mercury reasonably believes it is likely, Mercury may, at its option: (a) procure the right for you to continue using the affected Service; (b) modify or replace the affected Service so that it is non-infringing and materially equivalent in functionality; or (c) if (a) and (b) are not reasonably available on commercially reasonable terms, terminate your right to use the affected Service and refund any prepaid, unused fees for the terminated Service. Mercury has no obligation under this Section 17.2 to the extent a Claim arises from Payroll Data, modification of Mercury Payroll by anyone other than Mercury, combination or use of Mercury Payroll with products, services, or data not provided by Mercury, use of Mercury Payroll in violation of this Payroll Agreement or Applicable Law, your continued use after Mercury makes a non-infringing alternative available, your specifications, designs, or instructions, any beta, trial, evaluation, or no-charge features, or any Service Provider’s own products or services governed by that Service Provider’s separate terms. This Section 17.2 states Mercury’s entire liability, and your sole and exclusive remedy, for any Claim that Mercury Payroll infringes a third party’s U.S. intellectual property rights.

17.3. Indemnification Procedure

The indemnified party will provide reasonably prompt written notice of an indemnified Claim, and the indemnifying party may control the defense and settlement of any Claim requiring indemnification. The indemnifying party will not settle any such Claim in a manner admitting fault by the indemnified party, imposing non-monetary obligations on the indemnified party, or failing to include a full release of the indemnified party, without the indemnified party’s prior written consent. The indemnified party will provide reasonable cooperation at the indemnifying party’s expense and may participate in the defense with counsel of its own choosing at its own expense. Failure to provide prompt notice relieves the indemnifying party of its obligations to the extent it is prejudiced by the delay.

18. Limitation of Liability

18.1. Excluded Damages

To the maximum extent permitted by Applicable Law, Mercury will not be liable for indirect, incidental, consequential, special, exemplary, or punitive damages, lost profits, lost revenue, lost business, loss of goodwill, lost wages, lost data, business interruption, cost of substitute services, or regulatory penalties, in each case arising from or relating to Mercury Payroll, the Services, or this Payroll Agreement, even if Mercury has been advised of the possibility of such damages.

18.2. General Cap

To the maximum extent permitted by Applicable Law, Mercury’s aggregate liability arising from or relating to Mercury Payroll, the Services, or this Payroll Agreement will not exceed the total amount of the platform base fees and per-seat fees you actually paid to Mercury for Mercury Payroll during the 12 months immediately preceding the event giving rise to liability. For purposes of this Section 18, such fees exclude all pass-through and third-party amounts, including Service Provider charges. Notwithstanding any different limitation in the Mercury Terms of Use, this Section 18 controls for claims arising from or relating to Mercury Payroll, the Services, or this Payroll Agreement.

18.3. Obligations Not Limited

This limitation of liability does not limit your payment obligations, reimbursement obligations, or indemnification obligations under Section 17 or any Service Addendum, your liability for unauthorized or improper use of Mercury Payroll, or your liability for willful misconduct or gross negligence.

18.4. Service Provider Liability

Service Providers, including Check, have no liability to you under this Payroll Agreement except to the extent expressly stated in their own written terms with you. This Section does not limit Mercury’s own liability for a Subprocessor’s processing of Payroll Data under the Data Processing Addendum.

18.5. Time Limit on Claims

You must bring any Claim against Mercury within one year after you first knew or reasonably should have known of the facts giving rise to the Claim, or the Claim is permanently barred, except to the extent Applicable Law requires a longer period or prohibits shortening the applicable period.

19. Suspension, Termination, & Transition

19.1. Suspension

Mercury may suspend or restrict your access to Mercury Payroll immediately, without liability, if you fail to pay amounts due, provide inaccurate information, fail risk or sanctions review, violate this Payroll Agreement, create security or regulatory risk, or if suspension is required by Applicable Law, a Service Provider, or a regulator. Mercury will use commercially reasonable efforts to notify you of a suspension and, where the suspension arises from a condition you are able to cure, of the steps required to restore access, except where notice is prohibited by Applicable Law or where Mercury determines that immediate suspension is necessary to prevent harm to Mercury, a Service Provider, or a third party. Mercury will restore access promptly after the condition giving rise to the suspension is resolved.

19.2. Changes to Services

Mercury may modify, update, or discontinue any Service, or any function of a Service, at any time, including where a Service Provider ceases to make its services available to Mercury on commercially reasonable terms. Mercury will not materially reduce the overall functionality of a Service you are then using during a period for which you have prepaid, except where the change is required by Applicable Law or by a Service Provider; provided that any change that materially and adversely affects your rights or obligations is subject to Section 21.3. Where Mercury discontinues a Service for which you have prepaid, Mercury will give you as much advance notice as is reasonably practicable and will refund any unused prepaid fees for that Service on a pro rata basis, and that refund is your sole and exclusive remedy for the discontinuation.

19.3. Termination for Convenience

Either party may terminate a Service for convenience on 30 days’ prior written notice.

19.4. Termination for Cause

Mercury may terminate Mercury Payroll immediately for cause, including material breach of this Payroll Agreement, prohibited activity, failed sanctions or risk review, or use of Mercury Payroll that may create legal, regulatory, financial, or security risk to Mercury. You may terminate the affected Service if Mercury materially breaches this Payroll Agreement and fails to cure the breach within 30 days after your written notice describing it.

19.5. Effect of Termination

Termination of Mercury Payroll does not, by itself, result in closure of your Mercury Account; however, closure or termination of your Mercury Account will result in termination of Mercury Payroll. Upon termination, you remain responsible for all outstanding amounts, for transitioning payroll, tax, HRIS, and benefits functions to another provider, and for satisfying any legal retention obligations. Subject to the foregoing, if Mercury terminates a Service for convenience, Mercury will refund any unused, prepaid fees for that Service on a pro rata basis, except where Mercury is unable to perform the Service as a result of an error or omission caused by you. If you terminate a Service, or if Mercury terminates for cause under Section 19.4, all fees are non-refundable and no prepaid amounts will be refunded or prorated, including amounts prepaid for post-termination tax filings and amended filings, which are earned when paid. Mercury may retain Payroll Data as required for legal, regulatory, audit, security, and dispute purposes, and will make Payroll Data available to you for export in accordance with Section 5 and delete or return it in accordance with the Data Processing Addendum. Pending payrolls, tax payments, or benefits elections may be completed, rejected, reversed, or cancelled as Mercury reasonably determines, and Mercury has no liability for any wage-payment, tax, penalty, or other consequence of any such determination. To request cancellation or reversal of a pending payroll run or tax payment, you must provide written notice to Mercury at least two business days before the scheduled processing date. Mercury has no obligation to act on any such request received less than two business days before the scheduled processing date.

19.6. Survival

Sections 4, 5, 6, 7.3, 7.4, 9, 10, 11.3, 12, 14, 15.1, 15.2, 15.4, 16, 17, 18, 19.5, 20, and 21, and any other provision that by its nature should survive, survive termination of this Payroll Agreement.

20. Governing Law, Arbitration, & Class Action Waiver

This Payroll Agreement is governed by the laws of the State of California, without regard to conflict-of-laws principles. Disputes concerning Mercury Payroll are resolved in the same manner as disputes concerning the Mercury Terms of Use: the Mercury Terms of Use’s 60-day informal resolution, JAMS arbitration, and class-action and jury-trial waiver provisions are incorporated into this Payroll Agreement by reference and apply to any Claim relating to Mercury Payroll as if fully restated here. Those provisions apply to Claims relating to Mercury Payroll whether or not the Mercury Terms of Use remains in effect, and no termination of the Mercury Terms of Use affects their application under this Payroll Agreement.

If 25 or more substantially similar arbitration demands are filed against Mercury by or with the assistance of the same law firm or coordinated group within 90 days, those demands will be administered in batches of up to 100, with one arbitrator and one set of filing fees per batch, and any limitations period is tolled for demands held for a later batch. Subject to the arbitration provisions incorporated above, the state and federal courts located in San Francisco County, California have exclusive jurisdiction over any matter arising from or relating to this Payroll Agreement that is not subject to arbitration, and each party consents to that jurisdiction and venue and waives any objection based on inconvenient forum. Either party may seek injunctive or equitable relief in a court of competent jurisdiction in San Francisco County, California to prevent actual or threatened infringement, misappropriation, or violation of intellectual property, confidentiality, or data-security rights.

21. General Provisions

21.1. Assignment

You may not assign this Payroll Agreement, in whole or in part, whether by operation of law, change of control, merger, or otherwise, without Mercury’s prior written consent, and any attempted assignment without that consent is void. Mercury may assign this Payroll Agreement to an affiliate, successor, or acquirer without your consent. This Payroll Agreement binds and benefits the parties and their permitted successors and assigns.

21.2. Insurance

You will maintain insurance coverage of the types and in the amounts customary for your business and appropriate to your obligations under this Payroll Agreement, including workers’ compensation insurance at statutory limits. You will provide evidence of that coverage upon Mercury’s reasonable request.

21.3. Notices & Amendments

Mercury may provide notices by email, by notice within Mercury Payroll, or by posting through Mercury Payroll, and notice is effective when sent or posted. Mercury may amend this Payroll Agreement or any Service Addendum from time to time. Mercury will provide at least 30 days’ advance notice by email to the address associated with your account of any change to this Payroll Agreement or any Service Addendum that materially and adversely affects your rights or obligations, except where the change is required by Applicable Law or a Service Provider’s own requirements, in which case Mercury will provide notice as far in advance as reasonably practicable. If you do not agree to a materially adverse change, your sole and exclusive remedy is to terminate the affected Service by written notice within 30 days after the change takes effect. If you do not terminate the affected Service within that 30 day period, your continued use of Mercury Payroll constitutes acceptance of the change. This Section 21.3 does not apply to changes to fees, which are governed exclusively by Section 9.4.

21.4. Beta & Preview Features

Mercury may make features identified as beta, preview, early access, or similar available to you. Those features are provided “as is,” without warranty or indemnity of any kind, may be modified or withdrawn at any time, are excluded from any service commitment, and are Mercury’s Confidential Information. You use them at your own risk and Mercury has no liability arising from their use.

21.5. Third-Party Integrations

Mercury Payroll may permit you to connect third-party products, services, or accounts. Any such connection is between you and the third party, is governed by that third party’s own terms, and is made at your direction and risk. Mercury is not responsible for any third-party product or service, for data transmitted to or received from it, or for any change to or discontinuation of its availability or functionality, and Mercury may suspend or discontinue any integration at any time.

21.6. Force Majeure

Neither party is liable for delays or failures caused by events beyond its reasonable control, including bank delays, network failures, government action, labor disruption, natural disaster, Service Provider failure, cybersecurity events, epidemic or public health emergency, or payment-network issues. This Section does not excuse any payment obligation. If a force majeure event affecting a Service continues for more than 30 days, either party may terminate the affected Service on notice to the other.

21.7. Severability

If a provision is unenforceable, the remaining provisions remain effective, and the unenforceable provision will be modified to the minimum extent necessary to make it enforceable, except that if the class-action waiver in Section 20 is found unenforceable, the entire arbitration provision is unenforceable.

21.8. No Waiver

Failure to enforce a provision is not a waiver of that or any other provision.

21.9. Entire Agreement

This Payroll Agreement, together with the documents it incorporates by reference, is the entire agreement between the parties regarding Mercury Payroll and supersedes prior or contemporaneous agreements.

21.10. Feedback

You grant Mercury a perpetual, irrevocable, worldwide, royalty-free, sublicensable right to use feedback, suggestions, and ideas relating to Mercury Payroll without restriction, attribution, or compensation to you.

21.11. Further Assurances

You agree to execute and deliver such additional documents and take such further action as Mercury or a Service Provider reasonably requests to give effect to this Payroll Agreement, including any authorization, form, or certification a government agency, carrier, or Service Provider requires related to Mercury Payroll.

21.12. Independent Contractors

The parties are independent contractors. Nothing in this Payroll Agreement creates a partnership, joint venture, franchise, or employment relationship between the parties, and neither party may bind the other or incur obligations on the other’s behalf except as expressly provided in this Payroll Agreement.

21.13. Counterparts & Electronic Delivery

Any Order Form or other document executed in connection with this Payroll Agreement may be executed in counterparts and delivered electronically, and an electronic signature or copy has the same effect as an original.

Service Addenda

Each Service Addendum below applies only to customers who purchase, enroll in, or use the corresponding Service, supplements the Payroll Agreement above, and, as to that Service, controls in the event of a conflict with the Payroll Agreement. Capitalized terms not defined in a Service Addendum have the meaning given in the Payroll Agreement or the Mercury Terms of Use.

Addendum A — Payroll Services

A.1. Services

Mercury Payroll allows you to configure payroll, collect payroll information, submit payroll instructions, support employee and contractor onboarding, coordinate tax forms, and transmit information to Check, which performs payroll funds movement, tax remittance, and tax filing as Mercury’s payroll Service Provider.

A.2. You Remain the Employer & Payor

As between you and Mercury, you are and remain the employer and payor of your W-2 employees and the payor of your 1099 contractors for all purposes, including under the Fair Labor Standards Act, the Internal Revenue Code, and applicable state wage payment law.

A.3. Reporting Agent Authorization

You will execute IRS Form 8655 (Reporting Agent Authorization) and any state-equivalent authorization designating Check as your reporting agent. This authorization does not relieve you of responsibility for ensuring all tax returns are filed and all tax deposits and payments are made timely. You authorize Mercury to transmit your payroll and tax information to Check for this purpose and to receive confirmations, notices, and error reports from Check on your behalf, and to surface them to you within Mercury Payroll.

A.4. EIN & Enrollment Mismatches

Mercury and Check may each apply their own process for verifying that your legal name and EIN match IRS records. If Mercury's and Check's enrollment or verification processes reach different conclusions about your company information, Mercury may pause the affected Service until the mismatch is resolved, and you are responsible for promptly providing any documentation Mercury or Check requests to resolve it.

A.5. Corrections & Errors

You must promptly notify Mercury of any payroll, tax, Payee, or withholding error. You remain responsible for losses, penalties, interest, reversals, chargebacks, returns, or corrections arising from inaccurate, incomplete, late, or unauthorized Payroll Data or instructions.

A.6. Payroll-Specific Indemnity

In addition to Section 17.1 of the Payroll Agreement, you will indemnify the Mercury Indemnified Parties for any Claim arising from your failure to timely fund a payroll run or tax payment, your submission of inaccurate wage, hour, deduction, or classification data, or any determination that a worker you classified as a contractor was misclassified.

Addendum B — International Contractor Payment Services

B.1. Services

Mercury Payroll allows you to pay international contractors by wire under Mercury's International Wire Services terms. You must maintain sufficient available funds in your designated Mercury Account to fund each international contractor wire. International wires may be delayed, held, or declined due to foreign exchange availability, local banking rules, sanctions screening, or recipient diligence, and neither Mercury nor its International Wire Services Providers are liable for any resulting loss.

B.2. Your Responsibility for Worker Classification & Legality of Payment

You are solely responsible for determining whether each recipient may lawfully be paid as an independent contractor, whether any withholding, reporting, or local law obligation applies in the recipient's jurisdiction, and whether the payment is otherwise lawful. You are responsible for collecting and maintaining any required tax forms (e.g., Form W-8BEN) and for the accuracy of the information they contain.

Addendum C — Benefits Brokerage & Insurance Services

C.1. Licensed Entity

Benefits brokerage services are provided by Central Benefits and Insurance Services LLC (“CBIS”), a licensed insurance producer affiliated with Mercury, and by its appropriately licensed producers, and are available only in jurisdictions and for lines of business where CBIS or its producers are licensed. Mercury may provide technology, workflow, and administrative support for these services, but does not perform activities requiring an insurance producer license.

C.2. Broker of Record; Your Benefits Decisions

If you appoint CBIS as broker of record, you authorize CBIS to communicate with carriers, benefits platforms, and administrators on your behalf for the limited purpose of placing, servicing, and renewing the coverage you select through Mercury Payroll.

You, and not Mercury or CBIS, remain solely responsible for selecting benefit plans, determining employee eligibility, communicating benefit terms to your Payees, paying premiums when due, maintaining required plan and eligibility records, and satisfying any employer or plan-sponsor obligation under ERISA, the ACA, COBRA, or other Applicable Law, except to the extent a carrier or administrator expressly assumes a specific responsibility under its own written terms with you.

C.3. Carrier & Plan Terms Control

Insurance coverage, eligibility, premiums, renewals, exclusions, claims, and enrollment deadlines are governed exclusively by the applicable carrier's and plan's own documents. Mercury and CBIS do not guarantee that any application, enrollment, or renewal will be accepted or processed by any carrier.

C.4. Compensation Disclosure

CBIS and its affiliates may receive compensation, including commissions, override compensation, or other fees, from carriers, administrators, or platforms for the benefits brokerage service provided under this Addendum, in accordance with Applicable Law.

C.5. No Legal Advice

Mercury and CBIS do not provide legal advice regarding plan compliance and do not guarantee the availability, scope, or suitability of any coverage. You remain responsible for ensuring that your benefits program complies with Applicable Law and is appropriate for your business.

Addendum D — HRIS, New Hire, & I-9 Services

D.1. Services

Mercury Payroll provides tools for adding team members, generating offer letters and confidentiality agreements, completing new hire onboarding, tracking compensation, and collecting and storing Form I-9 information and supporting documents.

D.2. Your Responsibility for Content & Compliance

You are solely responsible for the content of any offer letter, confidentiality agreement, or other template generated through Mercury Payroll, including its compliance with state-specific requirements (for example, wage-notice or salary-disclosure requirements that vary by state), and for legal review of any template before use.

You are solely responsible for compliance with Form I-9 and other work-authorization requirements, including retention and access-control requirements for supporting documents, even where Mercury Payroll provides a workflow to collect that information.

You are solely responsible for the accuracy of compensation records and any classification (exempt/non-exempt, overtime-eligible) entered or approved through Mercury Payroll.

D.3. No Employment Law Advice

Templates, defaults, and workflow prompts provided through Mercury Payroll are provided for administrative convenience only, do not constitute legal advice, and are not a substitute for review by your own employment counsel.

Addendum E — 401(k) & Retirement Plan Coordination

E.1. Services

Mercury Payroll helps you evaluate, configure, and access retirement plan services offered by third-party providers, including Vestwell and Human Interest, and sync payroll contribution data with the plan you select.

E.2. No Fiduciary or Investment Advice

Mercury does not provide investment advice, fiduciary advice, securities recommendations, or investment-management services, and is not a plan fiduciary, plan administrator, or recordkeeper for any plan.

E.3. Your Plan Responsibilities

You, together with the applicable plan sponsor, fiduciary, recordkeeper, administrator, and retirement-plan provider you select, remain solely responsible for plan selection, plan documents, eligibility determinations, contribution calculations and remittance, nondiscrimination testing, required filings (including Form 5500), fiduciary duties, and ongoing plan compliance.

Addendum F — Payroll Tax Registration & Compliance Support

F.1. Services

Mercury and its Service Providers help you register as an employer with applicable state agencies for payroll withholding, unemployment insurance, and related payroll-tax accounts, file state and federal tax powers of attorney, and configure state-specific tax parameters.

F.2. Agency Access; Powers of Attorney

You authorize Mercury and Check to access, create, modify, submit, retrieve, and manage state payroll tax agency accounts, forms, filings, registrations, and records as reasonably necessary to provide these Services.

Where a state requires a power of attorney or third-party administrator designation for Check or Mercury to act on your behalf, you will execute the required state-specific form, and this authorization does not transfer your underlying liability for the accuracy or timeliness of any state filing.

F.3. Mail Monitoring

You authorize Mercury to receive, open, scan, access, and review mail and other correspondence addressed to you at an address designated for an applicable Service, including tax notices, account statements, and compliance notices. Mercury may use a third-party virtual mailing platform to make that correspondence available for review. You remain responsible for reviewing correspondence provided to you, responding to notices, paying amounts due, and meeting applicable deadlines. Mail monitoring does not include registered-agent services or authorization to accept service of process on your behalf. Any registered-agent service must be separately arranged and may be subject to additional fees.

F.4. No Legal or Tax Advice

Mercury's support under this Addendum is administrative and operational. You remain solely responsible for determining your state tax registration and payroll tax compliance obligations in every jurisdiction in which you have Payees.