HL Hunt

2.1Services Provided

Subject to this Agreement, HL Hunt provides Client with access to:

• Payroll Calculation: calculation of gross-to-net pay, withholding, employer taxes, and deductions based on Client inputs;
• Worker Payments: Direct Deposit and supported payment methods to Employees and Contractors;
• Tax Services: withholding, deposit, and filing of Payroll Taxes as Reporting Agent (Exhibit B);
• Year-End Filings: preparation and distribution of W-2s, 1099s, and related transmittals;
• Onboarding: worker self-onboarding, W-4/W-9 collection, and new-hire reporting support;
• Deductions & Garnishments: processing of benefit deductions, retirement contributions, and withholding orders;
• Time & Attendance: optional time tracking and import for hours and earnings;
• AI Features: calculation review, anomaly detection, classification assistance, and compliance flagging;
• Dashboard, Reporting & APIs: payroll registers, tax reports, analytics, and integrations.

2.2License Grant

Subject to Client's compliance with this Agreement and payment of all fees, HL Hunt grants Client a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Services solely to administer payroll for Client's own Workers.

2.3License Restrictions

Client shall NOT:

• use the Services to pay workers of, or run payroll for, any business other than Client without authorization;
• submit false, fraudulent, or fictitious payroll, workers, or hours;
• use the Services to evade taxes, conceal income, or facilitate unreported or "off-the-books" pay;
• sublicense, resell, or provide Platform access to third parties without HL Hunt's written authorization;
• reverse engineer, decompile, or scrape the Platform;
• circumvent funding requirements, cutoffs, access controls, or verification;
• use the Services in violation of tax, wage-and-hour, ACH, or other applicable law.

2.4Service Modifications

HL Hunt may modify, enhance, or discontinue features at any time and will provide reasonable advance notice of material adverse changes when practicable. HL Hunt may deploy changes required by law, a taxing authority, a bank partner, or NACHA immediately and without notice.

3.1Application & Approval

• Access requires onboarding and approval by HL Hunt, which may be granted or refused in HL Hunt's sole discretion.
• Approval is conditioned on identity verification, bank-account verification, and risk and compliance review.
• HL Hunt may set, and adjust, funding requirements, prefunding, or payroll-size limits based on risk.

3.2Required Information & Authorizations

Client shall provide accurate, complete, and current information and authorizations, including:

• legal business name, structure, EIN, and state tax-account identifiers;
• beneficial-ownership and control-person information with government-issued ID;
• a completed IRS Form 8655 and any state authorizations appointing HL Hunt as Reporting Agent;
• a valid business bank account and ACH debit authorization to fund payroll, taxes, deductions, and fees;
• worker information, classifications, withholding elections, and pay rates;
• any prior payroll, tax-deposit, and liability history on request;
• any other information required by HL Hunt or applicable law.

3.3ACH Authorization

Client authorizes HL Hunt (and its bank partners) to initiate ACH debits from Client's designated account to fund Payroll Funds and fees, and ACH credits to Workers and taxing authorities, and to reverse or correct erroneous entries consistent with NACHA Rules. This authorization remains in effect until Client's obligations are satisfied and the authorization is properly revoked.

4.1HL Hunt as Processor and Reporting Agent

HL Hunt provides payroll software and, as authorized, acts as Client's payroll processor and Reporting Agent. HL Hunt is not a co-employer, joint employer, employer of record, professional employer organization (PEO or CPEO), or IRS § 3504 agent, and does not assume the Employer's tax liabilities. HL Hunt performs services based on the information and authorizations Client provides.

4.2Employer Responsibility

Client remains the employer of record and is solely responsible for: its employment relationships and decisions; correct worker classification (Employee vs. Contractor) and exempt/non-exempt status; the accuracy of hours, rates, earnings, and elections; compliance with the FLSA and state wage-and-hour, pay-frequency, pay-statement, and final-pay laws; the ultimate payment of all Payroll Taxes to taxing authorities; and timely approval and funding of each Pay Run.

4.3Ultimate Tax Liability Remains with Employer

The Employer is, and at all times remains, ultimately liable to all taxing authorities for its Payroll Taxes, including trust-fund taxes. HL Hunt's deposit and filing services do not transfer that liability. HL Hunt deposits and files based on the data Client approves and the funds Client provides.

4.4Tools Are Not Tax or Legal Advice

The Platform's calculations, classification assistance, and compliance flags are configurable tools. They are not tax, accounting, or legal advice and do not guarantee compliance. Client is responsible for reviewing and approving each Pay Run, classifications, and filings, and for consulting its own advisors.

5.1Approval & Cutoffs

• Client must review, approve, and fund each Pay Run by the applicable Cutoff for timely processing and payment.
• Pay Runs approved or funded after a Cutoff may be delayed, and HL Hunt is not responsible for resulting late payments, late deposits, or penalties.
• Client is responsible for the accuracy of all payroll inputs, including hours, earnings, rates, deductions, and elections.

5.2Reliance on Client Data

• HL Hunt calculates, pays, deposits, and files based on the information Client provides and approves, and may rely on it as accurate and authorized.
• HL Hunt is not obligated to independently verify hours, classifications, rates, or worker eligibility.
• Client shall promptly review payroll previews, registers, and reports and notify HL Hunt of any error before the Cutoff.

5.3Corrections & Off-Cycle Runs

Corrections, void/reversal requests, and off-cycle Pay Runs are supported subject to bank, ACH, and tax-deposit timing and may incur additional fees. Reversals are not guaranteed once funds have settled to a Worker or authority.

6.1Tax Services

• As Reporting Agent, HL Hunt will calculate, withhold, deposit, and file Payroll Taxes for the jurisdictions Client activates, based on Client data and available funds.
• HL Hunt will make tax deposits on the applicable due dates per the Employer's deposit schedule, provided Payroll Funds are timely available.
• HL Hunt will prepare and file Tax Filings and distribute year-end forms as configured.

6.2Employer Obligations

• Client must timely register for and maintain all federal, state, and local tax accounts and provide accurate rates (including SUTA) and identifiers.
• Client must promptly forward any tax notices, rate changes, or agency correspondence to HL Hunt.
• Client must timely fund all Payroll Taxes; HL Hunt is not obligated to deposit taxes that Client has not funded.

6.3Penalties & Errors

HL Hunt will correct deposit or filing errors caused solely by HL Hunt and, where so provided in the Order Form, may pay penalties and interest directly and solely caused by HL Hunt's error. HL Hunt is not responsible for penalties, interest, or liabilities arising from Client data errors, late approvals, insufficient or untimely funding, late or inaccurate information, misclassification, or failure to maintain tax accounts. Further detail is in Exhibit B.

7.1Collection & Disbursement

• HL Hunt will debit Payroll Funds from Client's designated account and disburse net pay to Workers, remit deductions and garnishments, and deposit Payroll Taxes.
• Client must maintain sufficient available funds to cover each Pay Run, taxes, deductions, and fees by the funding deadline.
• Money movement is subject to bank-partner, ACH, and NACHA timing and limits.

7.2Handling of Payroll Funds

• Payroll Funds are collected and held for the purpose of disbursement to Workers and remittance to authorities and are not the property of HL Hunt.
• HL Hunt does not commingle Payroll Funds with its operating funds and holds them with partner financial institutions pending disbursement or remittance.
• HL Hunt may earn and retain interest or other earnings on funds held pending disbursement or remittance, as part of its compensation, except where prohibited by law.

7.3Insufficient Funds & Reversals

• If a debit is returned for insufficient funds or any reason, HL Hunt may delay, reverse, or decline to process the Pay Run, deposits, and disbursements, and Client remains fully liable.
• Client authorizes HL Hunt to reattempt debits, recover shortfalls, and reverse erroneous credits consistent with NACHA Rules.
• HL Hunt may require prefunding, hold processing, or adjust funding terms following a return or elevated risk.

7.4Negative Balances

Client is liable for any negative balance, returned item, reversal, or shortfall, plus associated fees, and authorizes HL Hunt to debit Client's account to recover amounts owed. Unpaid amounts may be referred to collections.

8.1Classification

• Client is solely responsible for determining whether each Worker is an Employee or Contractor and whether an Employee is exempt or non-exempt.
• AI classification assistance is a suggestion only; Client must independently determine and is responsible for classification.
• Client bears all liability arising from misclassification, including back taxes, wages, penalties, and benefits.

8.2Wage-and-Hour Compliance

• Client is responsible for FLSA and state minimum-wage, overtime, meal/rest, pay-frequency, pay-statement, and final-pay compliance.
• The Platform calculates based on the hours, rates, and rules Client configures; Client is responsible for their accuracy and legality.
• Client is responsible for paid-leave, sick-time, and similar accrual rules it configures.

9.1Deductions

• The Platform processes benefit, retirement, and other deductions Client configures; Client is responsible for their legality, authorization, and amounts.
• Client is responsible for remittance arrangements with benefit and retirement providers unless expressly handled by HL Hunt.

9.2Garnishments & Withholding Orders

• Client must promptly provide HL Hunt with garnishment and withholding orders and required details for processing.
• Client is responsible for the validity of orders and for compliance with applicable priority and limit rules; the Platform applies the parameters Client provides.
• HL Hunt processes garnishment withholding and supported remittances based on Client-provided orders and funding.

10.1Assistance, Not Determinations

• AI features surface suggestions, flags, and anomalies for Client's review; Client approves every Pay Run and remains responsible for outcomes.
• AI suggestions regarding classification, deductions, or compliance are not advice and may be incomplete or incorrect.
• Client must exercise meaningful human review of AI-assisted outputs before approval.

10.2Model Limitations

AI systems can produce errors or unexpected output. HL Hunt does not warrant that AI outputs will be accurate, complete, or compliant, and is not liable for payroll Client approves.

11.1Applicable Law

Each party shall comply with all laws applicable to its activities, including:

• the Internal Revenue Code and IRS rules on employment-tax withholding, deposits, filings, and reporting agents (Form 8655);
• federal and state unemployment-tax (FUTA/SUTA) requirements;
• the Fair Labor Standards Act (FLSA) and state wage-and-hour, pay-frequency, pay-statement, and final-pay laws;
• new-hire reporting requirements;
• child-support and garnishment withholding laws;
• NACHA Rules and applicable money-movement and money-transmission requirements;
• worker-classification rules under federal and state law;
• data-privacy and data-breach laws applicable to worker information;
• OFAC sanctions and anti-money-laundering requirements.

11.2Allocation

HL Hunt is responsible for performing the Services in accordance with this Agreement and its authorizations. Client is responsible for the lawfulness of its employment practices, classifications, pay decisions, and the accuracy and funding of payroll, and for compliance obligations that rest with the employer.

12.1Fee Structure

Client agrees to pay all fees set forth in the applicable Order Form, which may include base/subscription fees, per-Worker and per-Pay-Run fees, tax-filing fees, off-cycle and correction fees, year-end form fees, ACH/payment fees, and optional module fees.

12.2Billing & Deduction

• Fees may be debited with each Pay Run or invoiced per the Order Form; undisputed invoiced amounts are due within thirty (30) days.
• Overdue amounts accrue interest at the lesser of 1.5%/month or the legal maximum.
• Client authorizes HL Hunt to debit its designated account for amounts due and unpaid.

12.3Fee Changes & Taxes

• HL Hunt may modify fees on thirty (30) days' notice; bank, network, and pass-through changes may take effect immediately. Continued use after the effective date constitutes acceptance.
• Fees are exclusive of taxes other than HL Hunt's income taxes; Client is responsible for applicable taxes.
• Client must raise any billing dispute within sixty (60) days of the charge or waive it, and must pay undisputed amounts during resolution.

13.1Security Program

HL Hunt maintains an information security program with administrative, technical, and physical safeguards consistent with industry standards, as further described in Exhibit A, including encryption in transit and at rest, access controls, monitoring, and incident response, appropriate to the sensitive worker information (including Social Security numbers and bank details) processed.

13.2Roles Under Privacy Law

• As between the parties, Client is the controller/owner of Client Data and worker information; HL Hunt processes it on Client's behalf to provide the Services per Exhibit A.
• HL Hunt does not sell worker personal information and uses it only as permitted by this Agreement and law.
• HL Hunt may use aggregated, de-identified data to operate, secure, and improve the Services, consistent with applicable law.

13.3Breach Notification

• Each party shall notify the other without undue delay (and within 72 hours where feasible) of a confirmed security incident affecting the other's data.
• The parties shall cooperate on investigation, remediation, and any required worker or regulator notifications.
• Responsibility for breach costs follows the party whose systems, acts, or omissions caused the incident.

14.1Prohibited Conduct

Client shall NOT use the Platform to:

• submit false, fictitious, or fraudulent payroll, workers, hours, or wages;
• evade taxes, conceal income, or facilitate unreported or "off-the-books" compensation;
• misclassify workers to avoid taxes, wages, or benefits;
• process payroll for a business or workers Client is not authorized to pay;
• launder money or move funds for an unlawful purpose;
• fund payroll from accounts Client is not authorized to use;
• circumvent funding requirements, cutoffs, or verification controls;
• violate tax, wage-and-hour, ACH/NACHA, or other applicable law.

14.2Consequences

• immediate suspension or termination, without notice for serious violations;
• holding of processing, disbursements, or filings pending investigation;
• cooperation with, and reporting to, taxing authorities and law enforcement;
• indemnification of HL Hunt and pursuit of all available legal remedies.

15.1Recordkeeping

The Platform retains payroll registers, tax deposits and filings, pay statements, and authorizations for the retention period in Exhibit A (no less than the periods required by the IRS, the FLSA, and applicable state law). Client is responsible for retaining its own employment and payroll records as required.

15.2Audit & Cooperation

• HL Hunt will reasonably cooperate with Client and provide records to support tax or wage audits, subject to confidentiality.
• Each party may audit the other's compliance with this Agreement upon reasonable notice, no more than annually absent cause.
• HL Hunt may suspend processing it reasonably believes is unlawful or fraudulent pending review.

16.1HL Hunt IP

• HL Hunt retains all right, title, and interest in the Platform, software, models, documentation, and all related intellectual property.
• The HL Hunt name and logo are trademarks of HL Hunt Inc.
• Client acquires no ownership interest in HL Hunt IP, including in any improvements derived from aggregated, de-identified usage.

16.2Client Data & Content

• Client retains ownership of Client Data, worker information, and its own branding.
• Client grants HL Hunt a license to host, process, and use Client Data to provide, secure, and improve the Services and to comply with law.
• Client grants a limited license to use Client's name and logo to identify Client as a customer; Client may opt out of marketing use by written notice.

16.3Feedback

Feedback, suggestions, and ideas Client provides become HL Hunt's property and may be used without compensation or attribution.

17.1Confidential Information

"Confidential Information" means non-public information disclosed by either party, including business plans, pricing, technology, worker and payroll data, and trade secrets.

17.2Obligations & Exceptions

• Each party shall protect the other's Confidential Information using no less than reasonable care and use it only to perform under this Agreement.
• Obligations do not apply to information that is public through no fault of the receiver, rightfully known prior to disclosure, independently developed, or required to be disclosed by law (with notice where permitted).

17.3Duration

Confidentiality obligations survive termination for five (5) years; trade secrets remain protected for as long as they qualify as trade secrets.

18.1Client Representations

Client represents and warrants that:

• it is duly organized, validly existing, and has authority to enter this Agreement;
• the person accepting has authority to bind Client;
• all information and authorizations provided to HL Hunt are true, accurate, and complete;
• it is the employer of record for the Workers it pays through the Platform;
• it will correctly classify Workers and comply with wage-and-hour law;
• it will maintain all required tax accounts and timely fund all payroll, taxes, deductions, and fees;
• it is authorized to use the bank account(s) it designates and to authorize the ACH activity herein;
• it will not use the Services for fraud, tax evasion, or any unlawful purpose;
• it will comply with the Internal Revenue Code, the FLSA, NACHA Rules, and all applicable law.

18.2Ongoing Effect

These representations are made as of the Effective Date and are deemed repeated each time Client approves or funds a Pay Run.

19.1No Warranties

TO THE MAXIMUM EXTENT PERMITTED BY LAW, HL HUNT DISCLAIMS ALL WARRANTIES, INCLUDING:

• IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT;
• WARRANTIES THAT CALCULATIONS, FILINGS, OR AI OUTPUTS WILL BE ACCURATE, COMPLETE, OR COMPLIANT;
• WARRANTIES THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE;
• WARRANTIES THAT PAYMENTS OR TAX DEPOSITS WILL BE PROCESSED TIMELY WHERE NOT TIMELY APPROVED OR FUNDED;
• WARRANTIES REGARDING BANKS, THE ACH NETWORK, OR TAXING AUTHORITIES.

19.2No Tax or Legal Advice

HL HUNT IS NOT A LAW FIRM, ACCOUNTING FIRM, OR TAX ADVISOR AND DOES NOT PROVIDE TAX, ACCOUNTING, OR LEGAL ADVICE. THE PLATFORM'S CALCULATIONS AND FLAGS ARE TOOLS, NOT ASSURANCES. CLIENT IS RESPONSIBLE FOR OBTAINING ITS OWN ADVISORS.

20.1Exclusion of Consequential Damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, HL HUNT SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING LOST PROFITS, LOST DATA, BUSINESS INTERRUPTION, OR LOSS OF GOODWILL, WHETHER IN CONTRACT, TORT, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY.

20.2Cap on Liability

HL HUNT'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES (EXCLUDING PAYROLL FUNDS AND TAXES) ACTUALLY PAID BY CLIENT TO HL HUNT IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

20.3Tax Penalties

HL Hunt's responsibility for tax penalties and interest, if any, is limited to those directly and solely caused by HL Hunt's error and is addressed in Section 6.3 and Exhibit B. Client remains liable to taxing authorities for all taxes, and for penalties and interest arising from Client's data, classifications, late approval, or insufficient funding.

20.4Exceptions

The limitations do not apply to: (a) Client's indemnification obligations; (b) Client's payment, funding, and tax-liability obligations; (c) either party's breach of confidentiality; (d) infringement of the other's intellectual property; (e) Client's unlawful use; or (f) liability that cannot be limited by law.

21.1Client Indemnification

Client shall indemnify, defend, and hold harmless HL Hunt and its officers, directors, employees, agents, and bank partners from any claims, demands, losses, liabilities, damages, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:

• Client's breach of this Agreement or violation of any law;
• any payroll data, hours, rates, classifications, or elections Client provides or approves;
• worker misclassification or wage-and-hour claims;
• taxes, penalties, or interest not caused solely by HL Hunt;
• insufficient or untimely funding, returned debits, or negative balances;
• any claim by a Worker, agency, or third party related to Client's employment or pay practices;
• any security incident caused by Client's systems, acts, or omissions;
• Client's negligence, willful misconduct, fraud, or misrepresentation.

21.2HL Hunt Indemnification

HL Hunt shall indemnify Client against third-party claims that the Platform, as provided and used in accordance with this Agreement, infringes such third party's U.S. intellectual-property rights, subject to the limitations in Section 20.

21.3Procedure & Survival

• The indemnified party will promptly notify the indemnifying party, which may control the defense; the indemnified party shall reasonably cooperate.
• No settlement imposing non-monetary obligations on the indemnified party may be made without its consent.
• Indemnification obligations survive termination.

22.1Term

• This Agreement begins on the Effective Date and continues for the term in the Order Form, renewing as stated therein.
• Either party may terminate for convenience on thirty (30) days' written notice, subject to the Order Form and completion of in-process payroll and filings.

22.2Termination by HL Hunt

HL Hunt may suspend or terminate immediately, without notice, if Client: breaches a material term; engages in fraud or unlawful use; fails to fund payroll or taxes; provides false information; causes repeated returned debits or unacceptable risk; becomes insolvent; or where a bank partner, authority, or law requires it.

22.3Suspension

HL Hunt may suspend processing, disbursements, deposits, or filings pending investigation, including without notice in urgent circumstances, and will endeavor to notify Client and state the reason where possible.

23.1Upon Termination

• Client's right to use the Services ends; no new Pay Runs may be submitted.
• All outstanding fees and amounts owed become immediately due.
• Client is responsible for arranging continued payroll and tax services and for taxes and filings for periods after the Reporting Agent authorization ends.
• The parties will reasonably cooperate on transition and revocation of the Form 8655 authorization.

23.2Final Filings & Data

• Unless otherwise agreed, HL Hunt will complete deposits and filings for periods during which it was authorized and funded, including year-end forms as applicable.
• Client may export payroll and tax records within sixty (60) days of termination; thereafter HL Hunt may delete or de-identify Client Data except records it must retain by law.

23.3Survival

The following survive: Definitions, Roles/Compliance Allocation, Funds/Negative Balances, Fees, Data Security, Acceptable Use, Records/Retention, Intellectual Property, Confidentiality, Disclaimers, Limitation of Liability, Indemnification, Effects of Termination, Dispute Resolution, and General Provisions.

24.1Governing Law

This Agreement is governed by the laws of the Commonwealth of Kentucky, without regard to conflict-of-law principles.

24.2Mandatory Arbitration

All disputes arising out of or relating to this Agreement shall be resolved by final and binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, before a single arbitrator in Lexington, Kentucky. Judgment on the award may be entered in any court of competent jurisdiction. This clause governs disputes between HL Hunt and Client only and does not affect any Worker's rights.

24.3Class Action & Jury Waiver

EACH PARTY WAIVES ANY RIGHT TO A JURY TRIAL AND TO PARTICIPATE IN A CLASS ACTION, CLASS ARBITRATION, OR REPRESENTATIVE PROCEEDING. All claims between the parties must be brought individually.

24.4Equitable Relief & Limitation

• Either party may seek injunctive relief in any court of competent jurisdiction to protect intellectual property or Confidential Information or to prevent irreparable harm.
• Any claim between the parties must be filed within one (1) year after it arose or be permanently barred.
• The prevailing party is entitled to recover reasonable attorneys' fees and costs.

25.1Entire Agreement

This Agreement, its exhibits, incorporated policies, and each Order Form constitute the entire agreement and supersede all prior understandings.

25.2Amendments

HL Hunt may amend this Agreement by posting revised terms or notifying Client; material changes are communicated at least thirty (30) days in advance when practicable. Continued use after the effective date constitutes acceptance.

25.3Assignment

Client may not assign without HL Hunt's prior written consent; HL Hunt may assign to a successor or affiliate. Attempted assignments in violation are void.

25.4Severability & Waiver

Invalid provisions are modified to the minimum extent necessary or severed; remaining provisions continue in force. No failure to enforce is a waiver.

25.5Force Majeure

Neither party is liable for failures due to causes beyond reasonable control, including acts of God, war, terrorism, labor disputes, government action, pandemics, or failures of banks, the ACH network, or taxing authorities.

25.6No Co-Employment

Nothing in this Agreement creates a partnership, joint venture, agency (except the limited Reporting Agent appointment), or co-employment, joint-employer, or PEO relationship. HL Hunt is not the employer of any Worker.

25.7Notices & Electronic Signature

Notices to HL Hunt go to the address in Section 26; notices to Client go to the email on file or via the Dashboard. Electronic acceptance has the same legal effect as a handwritten signature.

25.8Third-Party Beneficiaries

Bank partners are intended beneficiaries with respect to Client's funding, ACH, and compliance obligations. Workers are not third-party beneficiaries of this Agreement.

A.1 Roles & Scope

HL Hunt processes Client Data and worker information solely to provide the Services, on Client's documented instructions and as required by law. As between the parties, Client is the data owner/controller and HL Hunt is the processor/service provider. HL Hunt does not "sell" or "share" personal information as defined under applicable privacy law.

A.2 Security Safeguards

• Encryption of data in transit (TLS 1.2+) and at rest (AES-256 or equivalent);
• Role-based access controls, least-privilege, and multi-factor authentication for privileged access;
• Protection of sensitive identifiers (SSNs) and bank-account data, including masking and tokenization where appropriate;
• Network segmentation, logging, monitoring, and intrusion detection;
• Vulnerability management, patching, and periodic penetration testing;
• Written information security program aligned to SOC 2 control objectives;
• Vendor/subprocessor due diligence and flow-down of obligations.

A.3 Subprocessors

HL Hunt may engage subprocessors (e.g., cloud hosting, ACH/bank partners, tax-engine and filing providers, identity verification) under written terms no less protective than this Addendum. A current subprocessor list is available on request; HL Hunt will provide notice of material changes.

A.4 Incident Response & Retention

• Notification of confirmed security incidents without undue delay (target 72 hours), with cooperation on remediation and notice obligations;
• Payroll registers, tax deposits and filings, pay statements, and authorizations retained no less than the periods required by the IRS, the FLSA, and applicable state law;
• On termination, data returned/exported within sixty (60) days, then deleted or de-identified except records required to be retained by law.

A.5 Worker Requests

HL Hunt will reasonably assist Client in responding to verified worker rights requests (access, correction, deletion) to the extent the data is processed through the Platform and consistent with payroll and tax recordkeeping obligations.

B.1 Reporting Agent Appointment

Client appoints HL Hunt as its Reporting Agent under IRS Form 8655 and applicable state authorizations to sign and file employment-tax returns and to make federal and state tax deposits electronically on Client's behalf, for the periods and jurisdictions Client activates. HL Hunt does not act as a § 3504 agent or CPEO and does not assume Client's tax liability.

B.2 Scope of Tax Services

• Calculation and withholding of Payroll Taxes based on Client data and elections;
• Electronic deposit of Payroll Taxes on applicable due dates from funds Client provides;
• Preparation and filing of Tax Filings (e.g., 941, 940, W-2/W-3, 1099-NEC, and state/local equivalents);
• Distribution of year-end forms to Workers as configured.

B.3 Conditions & Employer Duties

• Tax services depend on Client's timely approval, accurate data, valid tax-account registrations and rates, and timely funding;
• Client must promptly forward agency notices, rate changes, and correspondence to HL Hunt;
• HL Hunt is not obligated to deposit or file for taxes or periods Client has not funded or activated.

B.4 Penalty Handling

HL Hunt will work to resolve, abate, or correct deposit and filing errors. HL Hunt may, where provided in the Order Form, pay penalties and interest directly and solely caused by HL Hunt's error in performing the tax services. HL Hunt is not responsible for penalties, interest, or assessments arising from Client's data, classifications, elections, late approval, insufficient or untimely funding, failure to register or maintain tax accounts, or failure to forward notices. Client remains ultimately liable to all taxing authorities.

B.5 Termination of Authorization

Upon termination, the Reporting Agent authorization will be wound down and revoked as agreed. Client is responsible for taxes, deposits, and filings for periods after HL Hunt's authorization and funding end, and for arranging successor services.