The below product terms ("Tekion Payroll Terms"), together with the terms set forth in the Master Subscription Agreement and any applicable schedule(s) (collectively, "Terms"), incorporated herein by this reference, apply to Your use of Tekion Payroll. By completing the purchase process, You agree to these Terms. In case of any conflict among the terms set forth in the Master Subscription Agreement, the Tekion Payroll Product Terms, and any applicable Schedule to the Tekion Payroll Product Terms, the terms of the respective terms of the documents will prevail to the extent of the conflict in accordance with the following order of precedence (ranked from highest priority to lowest): (1) applicable Order Form for Tekion Payroll Product Terms → (2) Tekion Payroll Product Terms → (3) Master Subscription Agreement.

1. DEFINITIONS
   1. Any capitalized terms not specifically defined here have the same meaning as in the Master Subscription Agreement between You and Us (the "Agreement").
   2. Access to Tekion Payroll. Subject to the terms and conditions in the Agreement and these Terms, We will make Tekion Payroll available to You as specified in the applicable Order Form during the term set out in the applicable Order Form.
   3. Check Service Terms. Prior to using Tekion Payroll, You must successfully complete the applicable account application process with Check, Inc. ("Check") and agree to Check’s payroll user service terms (accessible) ("Check Service Terms") and any other terms and conditions required by Check. Your access and use of Tekion Payroll is subject to Your compliance with the Check Service Terms, the Agreement, and the Tekion Payroll Terms. You acknowledge and agree that Tekion is not a party to the Check Service Terms and You are solely responsible for complying with its terms and conditions. Please review Check Service Terms to understand how Check processes payments, and Check’s privacy policy (to understand Check’s privacy practices. To the extent there is a reversal request or other payment request, any such adjustment must be made directly by You, and We are not responsible for reversing any payments on Your behalf. Upon notice from Tekion that a payroll or tax payment will not be completed for any reason, You will be responsible for making the payment through alternate means. Tekion is not responsible for such late payments.
   4. Restrictions on Use. In addition to the restrictions on use set forth in the Agreement, You must not (i) use Tekion Payroll for any fraudulent, unlawful, deceptive, or abusive purposes, or in any manner harmful to, or intended to harm, Tekion, Check, or any third party; (ii) use Tekion Payroll to conduct business with any individual or entity that is subject to sanctions by the Office of Foreign Assets Control of the U.S. Department of the Treasury, businesses and individuals on other U.S. government-maintained sanctions lists as updated from time to time, or businesses or individuals in Cuba, Iran, North Korea, the Crimea Region, or Syria; or (iii) use Tekion Payroll in a way that violates sanctions programs set by the U.S. government. Suspension of Service. In addition to any suspension or termination rights provided in the Agreement, We may suspend or immediately terminate Your access to Tekion Payroll if You fail to adhere to these Tekion Payroll Terms, the Agreement, or the Check Service Terms, or the actions of any business affiliated with You, creates a material risk to Our business operations. Actions that may give rise to immediate termination include (but are not limited to) repeated or systemic failure to provide accurate payroll information; misrepresentation of Your company or individuals using the Tekion Payroll services on behalf of You; use of Tekion Payroll by unauthorized individuals or entities or in a manner other than their intended purpose of processing payroll; violation of Tekion intellectual property rights or attempts to reverse engineer any aspect of Tekion Payroll; failure to adhere to privacy or other obligations related to payees’ personal information; any action that violates applicable state or federal law; or any action that endangers Tekion’s or Check’s platform or the information contained therein. You understand and accept any liability that results if Tekion discontinues access to Tekion Payroll under this section. Your tax returns may not be filed or produced on Your behalf and Your payroll and tax payments may occur late or not at all.
   5. Tekion Payroll Data. "Tekion Payroll Data" means any data about Your transactions via Tekion Payroll or otherwise about Your use of Tekion Payroll. Tekion Payroll Data is included in Your Data for all purposes of the Agreement. You grant Us and Check permission to access and process Your Tekion Payroll Data as required for the operation of Tekion Payroll or for regulatory compliance purposes. Additionally, You grant Us and Check permission to access and process Your payroll data residing in legacy systems for the purpose of migrating such data to Tekion Payroll. We are not responsible for any access, use, disclosure, modification, or deletion of Your payroll data or Tekion Payroll Data by Check. Before You can use Tekion Payroll, You will be subject to business diligence including legally required "Know Your Business" checks. Additional information may be requested; failure to timely provide it could result in the denial of access to the payroll product.
   6. Data Accuracy. You are responsible for providing complete and accurate information including but not limited to employee and payroll information, business information, contact information and bank account information. In the event of any changes that affect the content or accuracy of the information provided, or upon the discovery of inaccurate information, You must promptly notify Tekion and provide updated information. Tekion is not responsible for any consequences arising from inaccurate or incomplete information provided by You. Where amended or corrected tax filings are necessary, Tekion does not guarantee the timeliness of those filings and You may be charged additional fees for their preparation.
   7. Fees. You will pay Us the rates specified in the applicable Order Form for use of Tekion Payroll.
   8. Other Amounts Owed. You are responsible to Tekion for all reversals or fines ("Amounts Owed"), regardless of the reason or timing, to the extent that Tekion is liable to any third party for Your transactions processed using Tekion Payroll. You agree to pay all Amounts Owed to Tekion on demand. Failure to promptly pay Amounts Owed is a breach of these Terms. If You fail to pay Amounts Owed to Tekion under these Terms or the applicable Order Form, Your access to Tekion Payroll may be suspended or terminated and in any event You will remain liable for such Amounts Owed until they are fully discharged and paid.
   9. Indemnity by You. In addition to Your indemnification obligations to Us in the Agreement, You will indemnify Us from and against all losses, damages, liabilities, costs, expenses (including reasonable legal fees), penalties and fines paid or incurred by Us to the extent arising out of: (a) Your or Your Users’ breach of the Check Payroll User Service Terms or These Terms; (b) Your or Your Users’ use of Tekion Payroll, including any act or omission by You or Your Users related to Tekion Payroll; (c) inaccurate or incomplete information provided to Us, Check, or any third-party by or on behalf of You or Your Users; (d) all activity in Your Tekion Payroll account, whether initiated by You or not (including all reversals and associated fines); and (e) any use of Tekion Payroll in a manner prohibited by applicable law, under the Agreement, the Tekion Payroll Terms, or the Check Payroll Service Terms.
   10. Legal Responsibility. No information provided in connection with the payroll product is intended to be legal or tax advice. You are responsible for consulting with a legal, tax or financial expert as needed. No communications from Tekion or content on the Tekion dashboard related to the payroll product are intended to suggest any payroll or tax-related decisions on Your behalf or assumptions about Your tax obligations. In offering Tekion Payroll, Tekion is not acting as a fiduciary for You. You will be held responsible by taxing authorities for the timely filing of employment tax returns, the accuracy of those returns, and the timely payment of employment taxes. In providing the payroll product, Tekion does not assume or share this obligation. You may be legally obligated to retain records on behalf of the company or Your employees; Tekion does not assume this obligation. It is Your responsibility to download and retain records as legally required. It is Your obligation to review and correct inaccuracies in all payroll-related documents and tax forms.