Customer Terms of Services Agreement

This Master Services Agreement (the “Agreement”) is entered into by and between DRAF LLC d/b/a PaySteady, a Virginia limited liability company (“Company”), and the customer identified on an Order Form (“Customer”). Company and Customer are each a Party and together the Parties.

This Agreement consists of:

these main terms (as posted at Company’s designated legal URL, the “Legal URL”);
one or more Order Forms and/or Statements of Work (each, an “Order”); and
the Online Terms posted at the Legal URL (including, as applicable, Third-Party Terms, Company Updates, and Pricing), all incorporated by reference.

The version posted as of an Order’s effective date governs that Order. Company may update the Online Terms as described in §8 (Online Terms & Updates); no new signature is required. Capitalized terms used but not defined have the meanings below.

DEFINITIONS
1. Effective Date is the date this Agreement is fully executed.
2. Legal URL means the Company web location identified on an Order where this Agreement and the Online Terms are posted.
3. Managed Services means payroll processing, HRIS administration, benefits/retirement integrations, time & attendance administration, concierge support, implementation, and other recurring or project-based services provided by Company personnel.
4. Material Update means an update that materially changes dispute resolution, liability caps, indemnities, or Customer’s primary payment obligations (other than pass-throughs/CPI).
5. Online Terms are the terms posted at the Legal URL (including, as applicable, Third-Party Terms, Company Updates, and Pricing), incorporated by reference.
6. Pricing Structure is the pricing set forth in an Order.
7. Services means the services identified on an Order (including Software and/or Managed Services).
8. Software means Company-hosted or third-party-hosted software.
9. Third-Party Provider / Platform means any non-Company vendor, platform, or service used with or to deliver the Services, including ADP, Rippling, etc.
ORDERING; SERVICE TYPES; CONFLICTS
1. Order Forms. Customer will purchase Services under Order Forms (“Order(s)”). Each Order will specify Service Type(s), fees, and Third-Party Platforms, if applicable.
2. Service Types.
  1. Software-only. Company provides access to the Software per the Order.
  2. Managed Services-only. Company performs the Managed Services described in the applicable Order.
  3. Software + Managed Services. Company provides both.
3. Hierarchy / Conflicts. In case of a direct conflict: Order → this Agreement (which includes Online Terms).
TERM; RENEWAL; TERMINATION
1. Term. The term begins on the Effective Date and continues for one (1) year (the “Initial Term”).
2. Renewals. After the Initial Term, this Agreement automatically renews for successive one (1) year periods (each, a “Renewal Term”) unless either Party gives at least thirty (30) days’ prior written notice of non-renewal. The Initial Term and any Renewal Terms are the “Term.”
3. Managed Services Minimum. If any Managed Services are purchased, Customer agrees to a minimum one-year commitment from the applicable Order start date for those Managed Services. Early termination by Customer of Managed Services is permitted only for cause under §3d or with Company’s written approval.
4. Termination for Cause. Either Party may terminate an affected Order (or this Agreement if all Orders are affected) for a material breach uncured within ten (10) calendar days after written notice. If a Third-Party Provider prohibits or materially impairs Company’s provision of affected Services, Company may terminate those Services upon written notice
5. Convenience Termination; Suspension. Except for Managed Services subject to §3c, either Party may terminate an Order for convenience on thirty (30) days’ written notice. Company may suspend Services immediately for: (a) non-payment; (b) legal/security risk; (c) Customer-caused operational risk; or (d) violation of this Agreement. Suspension does not waive or credit fees.
6. Effect of Termination. Upon expiration/termination of an Order: (i) Customer’s rights to the affected Services cease; (ii) amounts already due or accrued are non-cancellable and non-refundable (except as expressly stated); (iii) Customer remains responsible for Third-Party fees initiated before termination; and (iv) at Customer’s request within 30 days, Company will provide reasonable transition assistance and data export in standard formats at Company’s then-current rates. Each Party will, upon request, return or destroy the other’s Confidential Information, subject to archival backups/legal retention.
FEES; PAYMENT; PRICING; PAYMENT DISPUTES
1. Billing, Method, and Insufficient Funds. Customer will pay fees as set forth in the Order via Company-approved methods (including ACH) in U.S. dollars. Receipt of cleared funds is an express condition precedent to Company initiating Services on any Third-Party Platform. Customer bears all risk of insufficient funds.
2. Third-Party Amounts; Late Charges. Fees exclude amounts owed to Third Parties, which Customer must pay. Customer must pay the undisputed portion of any invoice when due; disputes must be in reasonable detail within ten (10) days. Undisputed past-due amounts accrue interest at 1.5% per month (or the maximum lawful rate) and Customer is responsible for reasonable collection costs. Company may terminate/suspend under §3d/§3e for non-payment.
3. Use of Third-Party Platform. Except as set forth in an Order, Company will use the Third-Party Platform to provide the Services. At Customer’s request, Company will provide limited, password-protected access for viewing/printing payroll reports, downloading general ledger data, entering payroll, printing checks, administering any retirement plan supported by a Third-Party Platform, and, if included in an Order, accessing HR Services. Upon Customer’s written request, Company will provide reasonable documentation to help verify that amounts paid to Company are accurate and consistent with this Agreement. Customer acknowledges use of Third-Party Platforms is subject to Third-Party’s Terms of Service and requirements.
4. Impound. If any Services require Third-Party impounds, Customer must maintain sufficient, collected funds by the Third Party’s deadlines to cover such obligations in full and provide all required authorizations/information. Company’s obligations are conditioned on timely availability of funds; if funds are unavailable or not available when debited, Company is relieved of further obligations for the impacted cycle(s).
5. Authorization to Act on Customer’s Behalf. Customer authorizes Company to act as Customer’s agent for actions reasonably necessary to implement and operate the Services, including but not limited to: (a) accessing and submitting information through Third-Party Platforms; (b) communicating with tax/regulatory agencies; (c) facilitating debits, credits, transfers, and disbursements via Third-Party providers; and (d) assisting with benefits/retirement/insurance setups and transitions. Customer acknowledges and agrees that Company’s authority under this section shall be interpreted broadly to enable Company to perform any actions reasonably necessary or appropriate to deliver or support the Services. Company acts solely as Customer’s conduit/agent and is not liable for Third-Party systems, Customer-provided data, or Customer delays. Customer will defend and indemnify Company from claims, losses, and costs arising from Company’s good-faith actions under this authorization.
6. Pricing Assumptions, Adjustments, Out-of-Scope Work. Estimates stated in an Order are based on normal monthly usage. Changes to service level, processing frequency, or employee counts may impact pricing. Any services outside the scope defined in the applicable Order will be billed at Company’s then-current rates. For clarity, biweekly and semimonthly pricing estimates are based on processing payroll two (2) times per month.
7. Fees exclude taxes. Customer is responsible for all sales, use, VAT, and similar taxes (excluding taxes on Company’s net income).
SERVICES STANDARDS; THIRD-PARTY PLATFORMS
1. Performance. Company will perform the Services in a professional manner consistent with applicable laws and generally accepted industry standards. Company does not provide legal, tax, accounting, or HR professional advice.
2. Customer Inputs; Approvals. Customer is responsible for accuracy, completeness, and timely provision of all information, instructions, and approvals (including payroll inputs, withholdings, garnishments, classifications, banking details, and funding). Customer must promptly review outputs (e.g., payroll registers, filings) and notify Company of errors before execution or filing.
3. Third-Party Platforms. Certain Services require Customer to maintain accounts with Third-Party Platforms and accept their terms. Company is not responsible for Third-Party fees, outages, errors, security, or changes. If a Third-Party imposes new requirements or changes functionality or pricing, Company may adjust the Services and fees accordingly.
CONFIDENTIALITY
1. Definition. “Confidential Information” means all non-public information of a Party (“Discloser”) disclosed to the other Party (“Recipient”)—whether oral, visual, written, electronic, or tangible—that is identified as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including without limitation: internal operations; technical data; know-how; business plans and strategies; pricing and pricing models; software, programs, algorithms, and source code; developments, inventions, processes, and formulas; proprietary technology and designs; financial data; customer and vendor information; and other information customarily considered confidential or private. Confidential Information remains Discloser’s property; no rights are granted except as expressly set forth in this Agreement.
2. Use and Care. Recipient will (a) use Confidential Information solely to perform under, or exercise rights expressly granted by, this Agreement; (b) not disclose it to any third party except to Recipient’s and its Affiliates’ employees, officers, directors, professional advisors, and contractors with a “need to know” who are bound by confidentiality obligations at least as protective as this §6; and (c) protect it using no less than a reasonable degree of care (and in any event not less than the care Recipient uses to protect its own confidential information). Recipient is responsible for any breach of this §6 by the foregoing recipients.
3. Exclusions. Confidential Information does not include information that Recipient can demonstrate: (a) is or becomes public through no breach by Recipient; (b) was already known to Recipient without restriction before disclosure; (c) is independently developed by Recipient without use of or reference to Discloser’s Confidential Information; or (d) is rightfully received from a third party without breach of any duty of confidentiality.
4. Compelled Disclosure. Recipient may disclose Confidential Information to the extent required by law, regulation, or court/agency order, provided that (to the extent legally permitted) Recipient gives Discloser prompt written notice and reasonably cooperates to seek protective treatment, and discloses only the portion required.
5. Return/Destruction. Upon termination of the applicable Order or upon Discloser’s written request, Recipient will promptly return or destroy Discloser’s Confidential Information in its possession or control. Recipient may retain copies as required by law or for routine backup/archival purposes, continuing to protect them under this §6 until destroyed in the ordinary course.
6. Equitable Relief. Recipient acknowledges that breach of this §6 may cause irreparable harm for which monetary damages are inadequate. Discloser is entitled to seek injunctive or other equitable relief (without posting bond, if permitted by law) in addition to any other remedies.
NON-SOLICITATION. Unless otherwise agreed in writing, during the Term and for one (1) year thereafter, neither Party will knowingly solicit, hire, or contract with any employee, agent, consultant, or contractor of the other Party who was directly involved in providing the Services under this Agreement. A general solicitation not targeted at the other Party (e.g., public job postings) will not, by itself, constitute a violation of this Section.
ONLINE TERMS & UPDATES; E-SIGNATURES & CLICK-THROUGH ACCEPTANCE
1. Online Terms. Online Terms at the Legal URL are incorporated by reference. Company may update Online Terms from time to time. Material Updates will be notified by email and/or in-product notice at least 30 days in advance and become effective on the next renewal unless Customer expressly accepts earlier. All other updates are effective on the stated date; continued use after the effective date constitutes acceptance. If Customer objects to a Material Update and the Parties cannot resolve it, Customer’s exclusive remedy is to terminate the impacted Order at the end of the then-current term.
2. E-Sign / Click-Through. Orders may be executed electronically. Company may require users to accept click-through terms referencing this Agreement and the Online Terms. Such electronic acceptance is binding.
REPRESENTATIONS; DISCLAIMERS
1. Authorized Provider. Company represents it is an authorized reseller/user of any Third-Party Platforms identified in the Order to the extent required to deliver the ServicesMine
2. Customer Representations. Customer represents that it is duly organized and authorized; execution and performance do not violate other agreements; and information it provides is, to its knowledge, true, accurate, and complete.
3. Not Employer of Record. Company provides software and services only and is not the employer of Customer’s workers and will not control or direct their employment terms. Customer is solely responsible for all employment and labor obligations, including hiring, termination, classification, wages and hours, payroll taxes and withholdings, benefits, immigration compliance, EEO, safety, and discipline. Company assumes no such obligations unless a specific Order expressly assigns a defined compliance task, in which case Company’s responsibility is limited to that task.
4. Disclaimer. Except as expressly set out in this Agreement, the Services and Software are provided “as is.” Company disclaims all other warranties, express or implied, including implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. Company does not warrant or control the uptime, security, or performance of any Third-Party Provider or Platform.
INDEMNITY
1. Definitions. “Claim” means any third-party claim, demand, action, suit, or proceeding. “Losses” means all damages, judgments, settlements, penalties, fines, and reasonable attorneys’ fees and costs.
2. Indemnification by Company. Company shall defend, indemnify, and hold harmless Customer and its directors, members, managers, shareholders, officers, attorneys, agents, employees, contractors, affiliates, and subsidiaries from and against Losses arising out of any Claim to the extent based on: (i) Company’s fraud, gross negligence, or willful misconduct; (ii) any taxes, wages, benefits, withholdings, penalties, fees, or other amounts relating to Company’s employees, contractors, or business operations; or (iii) Company’s violation of applicable U.S. federal, state, or local law. Company shall have no obligation under this §10 to the extent the Losses arise from Customer’s instructions, materials, negligence, willful misconduct, or breach of this Agreement.
3. Indemnification by Customer. Customer shall defend, indemnify, and hold harmless Company and its parents, subsidiaries, affiliates, and their respective directors, officers, employees, agents, attorneys, successors, and assigns from and against Losses arising out of any Claim to the extent based on: (i) Customer’s fraud, gross negligence, or willful misconduct; (ii) any taxes, wages, benefits, withholdings, penalties, fees, or other amounts relating to Customer’s employees, contractors, or business operations (except to the extent arising from Company’s fraud, gross negligence, or willful misconduct); (iii) Customer’s misrepresentation or breach of this Agreement; or (iv) Customer’s violation of applicable U.S. federal, state, or local law. Customer shall have no obligation under this §10 to the extent the Losses arise from Company’s instructions, materials, negligence, willful misconduct, or breach of this Agreement.
4. Procedures. The party seeking indemnification (“Indemnified Party”) shall promptly notify the other party (“Indemnifying Party”) of any Claim (a delay only relieving obligations to the extent materially prejudicial). The Indemnifying Party shall control the defense and settlement of the Claim with counsel reasonably acceptable to the Indemnified Party; the Indemnified Party may participate with its own counsel at its own expense. The Indemnifying Party shall not settle any Claim that (a) imposes any non-monetary obligation on, or admits fault by, the Indemnified Party, or (b) fails to include a full and unconditional release of the Indemnified Party, without the Indemnified Party’s prior written consent (not to be unreasonably withheld).
5. Scope. Each party’s obligations include payment of the Indemnified Party’s reasonable attorneys’ fees and costs and amounts payable under any judgment or settlement approved in accordance with this §10. This §10 states the parties’ sole obligations and exclusive remedies for the subject matter of indemnified Claims.
LIMITATION OF LIABILITY
1. Liability Cap. Company’s aggregate liability arising out of or related to an Order will not exceed the fees paid by Customer under that Order in the 12 months preceding the event giving rise to the claim. Company will not be responsible for special, indirect, incidental, consequential or other similar damages (including, without limitation, lost profits or damages for business interruption or loss of information) that Customer may incur or experience in connection with this Agreement, however caused and under whatever theory of liability, even if such party has been advised of the possibility of such damages. The foregoing cap does not apply to each party’s indemnity obligations under §10 or to breaches of §6 (Confidentiality).
2. Payroll/Third-Party Dependencies. Company is not liable for errors or delays (including payroll/tax filings or payments) caused by: (a) Customer data, instructions, timing, approvals, or funding; (b) Third-Party outages, latency, misconfigurations, or changes; (c) force majeure; or (d) good faith acts under §4e.
DISPUTE RESOLUTION.
1. Scope. Except for the Excluded Claims in subsection (vi), any dispute, claim, or controversy arising out of or relating to this Agreement, the Services, or the Parties’ relationship (whether in contract, tort, statute, or equity) will be resolved as set forth below.
2. Notice & Good-Faith Discussions. A Party asserting a dispute shall provide written notice describing it in reasonable detail. Senior representatives will confer in good faith to attempt resolution within 10 business days.
3. Mediation. If unresolved, either Party may require mediation before a mutually acceptable mediator in Fairfax County, Virginia, administered by JAMS or The McCammon Group (or a comparable ADR provider). Mediation fees are shared equally.
4. Binding Arbitration. If the dispute is not resolved within 30 days after the mediator is appointed (or if mediation is waived by both Parties), the dispute shall be resolved by binding arbitration in Fairfax County, Virginia, administered by JAMS under its Streamlined Rules (or Comprehensive Rules if the arbitrator deems appropriate), before one arbitrator. The Federal Arbitration Act governs enforceability. The arbitrator may award any relief a court could, and judgment may be entered in any court of competent jurisdiction.
5. Fees & Costs. Administrative and arbitrator fees will be split equally initially, and the arbitrator may allocate fees and costs (including reasonable attorneys’ fees) in the award as permitted by law.
6. Excluded Claims / Court Relief. Either Party may: (a) seek temporary or preliminary injunctive relief in court to protect confidential information, intellectual property, or system security; and/or (b) pursue an individual claim in small-claims court within its jurisdictional limits.
7. Continued Performance; Tolling. During a dispute, the Parties shall continue performing undisputed obligations. Applicable limitations periods are tolled from the notice date in subsection (ii) until conclusion of mediation/arbitration.
GOVERNING LAW; VENUE. This Agreement is governed by the laws of the Commonwealth of Virginia, without regard to conflict of law rules. For any court proceedings permitted under §12 (e.g., provisional relief, small claims), venue is exclusive in state or federal courts in Fairfax County, Virginia. Each Party consents to personal jurisdiction there, except as provided in §12.
MISCELLANEOUS
1. Assignment. Neither Party may assign this Agreement without the other Party’s prior written consent, except Company may assign, without consent, to an Affiliate or in connection with a merger, reorganization, or sale of all or substantially all of Company’s assets or business. Any prohibited assignment is void. This Agreement binds and benefits permitted successors and assigns.
2. Independent Contractor. Company is an independent contractor. This Agreement does not create an employment, partnership, joint venture, or agency relationship (other than the limited agency in §4e). Neither Party may bind the other.
3. Notices. Notices must be in writing and delivered by (a) email, (b) personal delivery, (c) certified U.S. mail (return receipt requested), or (d) nationally recognized overnight courier. Notices are deemed given: (i) when sent by email with no bounce-back (or on confirmed receipt), (ii) upon delivery for personal or courier service, or (iii) three (3) business days after mailing by certified mail.
  1. To COMPANY: payroll@paysteady.com
  2. To Customer: the email and address on the Signature Page (or Order Form).
    A Party may update its notice information by written notice.
4. Entire Agreement. This Agreement (including Orders and Online Terms at the Legal URL) is the complete agreement and supersedes prior proposals and contemporaneous communications on the same subject.
5. Amendments. Amendments may occur via updated postings at the Legal URL under §8; a new signature is not required unless expressly stated.
6. Waiver; Severability; Headings; Interpretation. A waiver must be in a signed writing. A waiver of one breach is not a waiver of others. If any provision is held invalid, the remainder remains in effect, and the invalid provision is modified to the minimum extent necessary. Headings are for convenience only. The Parties jointly negotiated this Agreement; no presumption against the drafter applies.
7. Attorneys' Fees. The prevailing Party in any action to enforce or interpret this Agreement is entitled to recover its reasonable attorneys' fees and costs (including pre-suit, appeal, and collection).
8. Counterparts; Electronic Signatures. This Agreement may be executed in counterparts and by electronic signature, each of which is deemed an original and together one instrument.
9. Force Majeure. Neither Party is liable for delays or failures caused by events beyond its reasonable control.
10. Survival. §§3, 4 (to the extent unpaid), 6, 8, 9, 10, 11, 12, 13, 14, and 15 survive expiration/termination.

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