4.4. SR 02-01-2016 - Laserfiche WebLink

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The Ultimate Software Group, Inc. UltiPro Agreement rev 08.2015 Page 4 of 19 GENERAL TERMS AND CONDITIONS Preamble: This Agreement is effective as of the Effective Date outlined above between The Ultimate Software Group Inc. (“Ultimate Software”), a Delaware Corporation with offices at 2000 Ultimate Way, Weston, FL 33326 and the organization specified as CUSTOMER as referenced above. Ultimate Software is engaged in the business of providing software, support, activation, consulting, training and Software as a Service type (“SaaS”) services, and CUSTOMER wishes to use Ultimate Software’s UltiPro software, support, activation, consulting, training and SaaS services on a subscription basis (the “Subscription Offering”). In consideration of the covenants and agreements contained herein, CUSTOMER and Ultimate Software hereby agree as follows: 1. Fees and Payment Terms “Subscription Fees” – The Subscription Fee is quoted on a Per Employee Per Month (“PEPM”) basis. The computed monthly PEPM amount (number of Compensated Employees, HR Only Employees and Terminated Web Employees (all as defined below) multiplied by the applicable Subscription Fee) may increase or decrease if the number of Compensated Employees, HR Only Employees, or Terminated Web Employees increases or decreases but in no event shall the Subscription Fee calculated on less than one hundred seventy five (175) Compensated Employees. “Compensated Employees” are defined as persons employed by or being compensated by the CUSTOMER (i.e., persons receiving a check, advice of deposit, or otherwise compensated by CUSTOMER using the UltiPro software). “HR Only Employees” are defined as all persons who do not have a terminated status in the UltiPro software and are not Compensated Employees. “Terminated Web Employees” are defined as persons with a status of terminated who have access to the UltiPro portal at any time during a month. CUSTOMER acknowledges that it will use the software modules as set forth on Page 1, Section 4.A. of this Agreement for both human resource record keeping and payroll processing activities. Ultimate Software may utilize a script, program, sequence of instructions or functional equivalent to determine an accurate number of Compensated Employees, HR Only Employees, and Terminated Web Employees. Such internal electronic audit shall be conducted in conformity with the Confidential Information paragraph outlined in this Agreement. Commencing on the First Live Date and for a period of twenty-four (24) months thereafter, Ultimate Software agrees not to increase the Subscription Fees. Any increase thereafter shall not exceed ten percent (10%) per annum. CUSTOMER agrees to pay Ultimate Software for all fees due pursuant to this Agreement plus any applicable federal, state, and local taxes. All invoices and expense reimbursements are due within thirty (30) days of invoice date. All invoices and expense reimbursements not paid within thirty (30) days after the date such amounts are due and payable shall bear interest at a rate of one and one half percent (1.5%) per month. Payments may be wired to: Wells Fargo Bank, N.A. 350 East Las Olas Blvd., Suite 1800, Ft. Lauderdale, FL 33301 ABA#121000248 Account#2000029434105 Beneficiary Name: The Ultimate Software Group, Inc. Payment may be mailed to: The Ultimate Software Group, Inc. P.O. Box 930953 Atlanta, Georgia 31193-0953 2. Term and Termination This Agreement shall commence on the Effective Date and shall continue in effect from that date until thirty-six (36) months from the First Live Date (“Initial Term”) which, for all functionality and services being provided pursuant hereto, is defined as the first date when payroll processing commences for a Compensated Employee to receive a check or advice of deposit from the UltiPro software or the UltiPro software is used for human resource record keeping for an HR Only Employee. CUSTOMER may not cancel the Agreement during this Initial Term except as set forth below. This Agreement shall automatically renew for successive renewal terms of one (1) year each. The CUSTOMER may terminate this Agreement after the Initial Term by serving written notice of its intention at least ninety (90) days in advance of the termination. In the event of cancellation, Ultimate Software shall be entitled to compensation for any amounts due to it including, but not limited to, compensation for hours worked as well as outstanding expenses. Either Party shall have the right to terminate this Agreement upon thirty (30) days prior written notice upon any breach hereof by the other Party, provided the party in breach shall not have cured such breach during such thirty (30) day period. Upon termination of this Agreement, all rights granted to CUSTOMER will terminate and revert to Ultimate Software.