By using the Services, Client understands and agrees to be bound by the terms and conditions of this Agreement and the General Terms. If Client does not agree to be bound by this Agreement and the General Terms, Client must not use the Services.

Puzzl may update this Agreement from time to time in its sole discretion, in which case we will update the “Last Revised” date at the top of tis Agreement and post the updated Agreement on the appropriate page of Puzzl’s website. If Puzzl does so, Puzzl and/or Partner may let Client know by email and/or may also send other communications. It is the Client’s sole responsibility to monitor this Agreement or the Services, regardless of actual communication of change. If Client continues to use the Services after Puzzl has posted updated this Agreement, it means that Client accepts and agrees to the changes. Because the Services are evolving over time, Puzzl or Partner may change or discontinue all or any part of the Services, at any time and without notice, at Puzzl’s or Partner’s sole discretion. Please review Puzzl’s List of Services below for a full list of the features and components comprising the Services that Puzzl offers to Clients.

Client will need an account to access or connect to the Services online or through any mobile or other electronic devices (the “Online Account”). Client is solely responsible for: (a) designating who is authorized to have access to the Online Account (“Authorized User(s)”); (b) safeguarding all passwords, usernames, logins or other security features used to access the Online Account (“Online Account Access”); (c) all activities that occur under the Online Account; (d) ensuring that all use of the Online Account, including by Authorized Users, complies fully with the provisions of this Agreement; and (e) any unauthorized access, or use, of the Online Account caused by Authorized Users’ actions or inactions, including, without limitation, Client’s failure to safeguard the Online Account or Online Account Access. Client agrees to immediately notify Puzzl or Partner of any actual or suspected unauthorized use of the Online Account, and acknowledges that Client is solely responsible for damages resulting from such unauthorized use. Puzzl reserves the right to limit, suspend, or terminate Client’s and/or Client’s Authorized User(s)’ access to the Online Account should Puzzl have reason to believe that the security or confidentiality of the Online Account or Online Account Access has been compromised. Client acknowledges that Authorized Users select the security level for Online Account Access and, as between the Parties, Client is solely responsible for these selections. Client further acknowledges that it has reviewed all of the security levels and has determined the level or levels for its Authorized Users that is commercially reasonable for providing security against unauthorized access and meets Client’s requirements given the size, type and frequency of the Services it will receive from Puzzl. Client is solely responsible for: (i) implementation of an information security program appropriate to safeguard the Online Account or Online Account Access and which is consistent with all applicable federal, state, local and international laws, regulations or ordinances (“Laws”); (ii) safeguarding the Online Account and Online Account Access for any third-party services integrated into the Services; (iii) maintenance and routine review of computing and electronic system usage records (i.e. log files); and (iv) the security of its own data, data storage, computing device(s), other electronic systems, and network connectivity. Client acknowledges and agrees that Puzzl is not liable to Client or any other third-party for any consequences, losses, or damages resulting from unauthorized access or use of the Online Account as set forth in this Section. Client further agrees that Puzzl may monitor and access Client’s Online Account to operate the Services, ensure compliance with this Agreement, to comply with applicable Laws, assist in configuration, provide ongoing support, and perform other administrative functions in connection with providing the Services. 

a) Client Information. Client will timely and accurately execute and/or provide all documentation, data, information and directives required for use of the Online Account and the Services (including, where necessary, taking all corporate action required) (“Client Information”). Such Client Information may include the identity, bank account and credit of Client and/or its principals, including vendor references, bank account status, and history (collectively “Client’s Credit

b) Client Data. Client will submit to the Services all documentation, data and information (including information regarding Client’s Employees (as defined below), for whom Puzzl will be processing payroll through the Services) that are required by Puzzl to operate and provide the Services to Client and its Employees (“Client Data”). Client Data also includes any other data submitted by or on behalf of Client or its Authorized Users via the Services. Please review Puzzl’s Privacy Policy, located here, which describes how the Services collect, process, store, use and disclose Client Data. Client acknowledges and agrees that Puzzl may use Client Data in accordance with its Privacy Policy. Notwithstanding the foregoing, Puzzl will not use Client Data except to provide and improve the Services and to fulfill Puzzl’s obligations under this Agreement. Puzzl will use commercially reasonable efforts to maintain administrative, physical, and technical safeguards designed to protect the security, confidentiality and integrity of Client Data. Client acknowledges that Client is responsible for any delay in performance of the Services incurred as a result of its failure to submit any Client Data. Client represents and warrants that the Client Data is authentic, accurate, current, and complete. Puzzl is entitled to rely on Client Data and shall not be obligated to independently verify such information or obtain any additional authorization from Client to act on Client Data. Puzzl will not be responsible for errors that result from Puzzl’s reliance on Client Data. ‍

c) Contacts. Client will designate authorized contact(s) who will submit Client Information and Client Data to Puzzl. Client is responsible for the authenticity, accuracy, and completeness of any Client Information or Client Data submitted by Client or such authorized contacts. Client acknowledges that it is solely responsible for designating all authorized contacts, establishing the level or type of access granted to each such authorized contact for each Service, ensuring each such authorized contact understands and agrees to the terms and conditions of this Agreement, and keeping all such authorized contacts and access levels current at all times. Client acknowledges that it is solely responsible for any damages, costs, expenses, or additional fees that may be incurred as a result of its failure to provide accurate and updated contact information for such authorized contacts in accordance with the terms of this Agreement. 

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Client will review all reports, documents, and data, generated with respect to Client Data that is provided, made available, or accessible by Client through Client’s Online Account, and Client will inform Puzzl and/or Partner of any inaccuracies within two (2) business days of receipt or availability. 

Submit any information or data within the Client Information or Client Data provided for use of the Services that: (i) violates any applicable law or regulation or would give rise to civil liability; or (ii) is fraudulent, false, misleading or deceptive; 

b) Use, display, mirror or frame the Services or any individual element within the Services, Puzzl’s

name, any Puzzl trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, without Puzzl’s express written consent; 

c) Attempt to probe, scan or test the vulnerability of any Puzzl system or network or breach any security or authentication measures; or 

d) Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by Puzzl, Partner, or any of Puzzl’s providers or any other third-party (including another user) to protect the Services. 

“Confidential Information” means all information disclosed or otherwise made available by Puzzl to Client, in connection with this Agreement, that is marked confidential or is of the nature that a reasonable person would identify it as being confidential, including, such information as name, social security number, date of birth, address, financial and/or bank account information, and/or wage information. Client agrees that it shall implement and maintain security measures that include administrative, technical, and physical safeguards that are deemed reasonable and necessary to protect Confidential Information from unauthorized access or acquisition. Client shall hold in confidence, and shall not disclose any Confidential Information to any party other than those approved by the disclosing Party in writing, or to the Client’s personnel, representatives, agents and contractors who have a need to know the Confidential Information in connection with Client’s performance of its obligations under this Agreement, and who are bound by a written agreement, to protect the confidentiality of such Confidential Information. Client may also disclose Confidential Information: (i) to its attorneys, accountants, insurers, and auditors; (ii) pursuant to any applicable Laws, court order, legal process, or governmental investigation; and (iii) as required under applicable securities regulations. Client and its personnel, agents and contractors shall use such Confidential Information only to perform its obligations under this Agreement and shall not use or exploit such Confidential Information for its own benefit or the benefit of another without the prior written consent of Puzzl. Confidential Information does not include information that: (A) is or becomes generally known to the public through no fault or breach of this Agreement by Client; (B) is rightfully known by Client or a third-party at the time of disclosure without restrictions on use or disclosure; (C) is independently developed by Client or a third-party without use of Confidential Information; or (D) is lawfully received by Client from another third-party, who has the right to provide such information and who provides it without restrictions on use or disclosure. In the event of any compromise or security breach resulting in the disclosure or possible disclosure by Client of Confidential Information, Client will promptly notify Puzzl. Puzzl will be fully responsible for any breach of this Agreement by its agents, representatives, contractors and personnel.

This Agreement will be effective for as long as the agreement between Client and Partner for use of the Services remains effective, beginning on the effective date of the agreement between Client and Partner (the “Term”), unless terminated earlier in accordance with the terms hereunder.

Either Party may terminate this Agreement for a breach of this Agreement upon thirty (30) days’ written notice to the other Party if the breach remains uncured during that thirty (30) day period. Puzzl may terminate this Agreement upon prior written notice to Client (i) if Puzzl’s or Client’s relationship with Partner terminates, or (ii) if required or requested to do so by Treasury Prime or any regulatory with jurisdiction over Treasury Prime or Puzzl. Upon the expiration or termination of this Agreement each Party will promptly return to the other Party or destroy, upon the other Party’s reasonable request, all Confidential Information of the other Party in its possession or control. The following Sections will survive the termination of this Agreement: 3, 6, 7, 9, 11(c)-(d), 13, and 14.

a) Client designates Puzzl as the payroll contact, reporting agent, and limited power of attorney for Client. Client represents that any information and direction, including Client Data, that it provides to Puzzl in such capacity are accurate, current, and complete. Government agencies and third parties shall be entitled to rely on information and direction, including Client Data, provided to it by Puzzl, as accurate, current, and complete, and Puzzl shall have no further obligation to independently verify the accuracy and completeness of the information with Client. 

b) As a reporting agent, Puzzl is hereby authorized to initiate credit and debit entries to Client’s checking account on file, and to debit to that same checking account. Client acknowledges that Puzzl will withdraw funds, in the amounts specified, and transfer them to Client’s designated Employee accounts, or to the relevant withholding recipients’ accounts. In the event of error, Client hereby authorizes Puzzl to credit such account to offset the error. 

c) To the extent consistent with your usage of services provided by Puzzl, Client hereby irrevocably agrees that Puzzl has Client’s permission to use Client’s signature on file for purposes including, but not limited to, tax filings, administrative filings, and corrections. While Puzzl will use commercially reasonable efforts to inform Client of such permitted usage of Client’s signature on file, Client agree that company is not obligated to do so. 

If Client uses a Service that requires either the receipt of or access to Puzzl’s proprietary software (the “Software”), Client agrees to the following terms and conditions. 

a) Software Licenses. Client has received, or may receive, certain Software relating to Services selected by Client. Puzzl hereby grants Client a limited, non-transferable, non-exclusive license to access and use such Software during the Term solely in connection with Client’s receipt and use of such Services and for no other purpose. Client agrees that if Client does not accept all of these terms and conditions relating to such access and use of the Software, and any and all applicable license agreements provided to Client now or in the future, Puzzl will not be obligated to perform such selected Services dependent upon the Software. 

b) Right to Access Proprietary Software. Client has received, or may receive, a limited, non transferable, non-exclusive right to access and use the Software via a web browser solely in connection with Client’s receipt of certain Services. Puzzl will host and retain physical control over such Software and make such Software available only through the internet for access, use, and operation through a web browser. No provision under this Agreement shall obligate Puzzl to deliver or otherwise make available any copies of the Software. Client is responsible for obtaining and maintaining all computer hardware, software, communications and other equipment needed to access such Software, and for paying all third-party charges (e.g. kiosk, Internet service provider, or telecommunications charges) incurred while accessing such Software. 

c) Confidentiality of Software; Restrictions on Use. Client acknowledges that the Software received or accessed as part of the Services received by Client contains valuable trade secrets and Confidential Information owned by Puzzl or third-parties. Client agrees that Client and Authorized Users and Client’s Employees and agents will not, directly or indirectly with respect to the Software do any of the following: (i) sell, lease, assign, sublicense, or otherwise transfer; (ii) duplicate, reproduce, or copy; (iii) use, display, mirror or frame the Software or any individual element within the Software, Puzzl’s name, any Puzzl trademark, logo or other proprietary information, without Puzzl’s express written consent; (iv) disclose, divulge, or otherwise make available to any third party; (v) use, except as authorized by the Agreement; (vi) decompile, disassemble, or otherwise analyze for reverse engineering purposes; (vii) avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by Puzzl or any other third-party to protect the Software; (viii) attempt to access or search the Software or download content from the Software using any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than any proprietary software provided by Puzzl or other generally available third-party web browsers; or (ix) violate any applicable Laws or regulations. Client will take appropriate action with Authorized Users and Client’s Employees and agents to satisfy its obligations under the Agreement with respect to the use, protection, and  security of all Software. Client will notify Puzzl immediately of any unauthorized use or disclosure of Confidential Information and will cooperate in remedying such unauthorized use or disclosure.

d) Intellectual Property Rights. Puzzl exclusively owns all rights, title, and interest, including, but not limited to, copyright, patent, trade secret, and all other intellectual property rights, in the Software and Services. 

a) Client represents and warrants that it possesses full power and authority to enter into this Agreement and has read and agrees to the terms and conditions set forth in this Agreement. Client further represents and warrants that: (a) it has obtained and will obtain and continue to have, during the Term, all necessary rights, authority and licenses for the access to and use of Client Information and Client Data (including any personal data provided or otherwise collected pursuant to Client’s privacy policy) as contemplated by this Agreement; and (b) Puzzl’s use of Client Information and Client Data in accordance with this Agreement will not violate any applicable Law or cause a breach of any agreement or obligations between Client and any third-party. 

b) Puzzl represents and warrants that the Services do not infringe, misappropriate, or otherwise violate the intellectual property rights of any one or more third parties. 

c) Additional fees may apply for any use of the Services in a manner not expressly permitted under this Agreement or as instructed by Puzzl or Partner in connection with the Services, delay in payment, or applicable tax penalties. 

d) Client agrees that Puzzl is not rendering legal, tax, accounting, or investment advice in connection with the Services, nor is Puzzl a fiduciary of Client, a fiduciary of any benefit plan offered by Client, or the employer or joint employer of any of Client’s Employees. Puzzl will not be responsible for Client's compliance with, nor will Puzzl provide legal or other financial advice to Client with respect to federal, state, or local statutes, regulations, or ordinances, including, but not limited to, the Fair Labor Standards Act or any wage and hour laws. Client agrees to comply with any and all Laws, and Client is solely responsible for retaining all copies of any documents received from Puzzl or provided to Puzzl as required by applicable Laws. 

a) Client Indemnification. In addition to any indemnification obligations contained in the General Terms, Client will indemnify, defend, and hold Puzzl and its affiliates, respective officers, directors, and employees harmless from any and all claims, disputes, demands, liabilities, damages, losses, costs, accounting and attorneys’ fees (including in-house counsel fees), and expenses resulting from or arising in connection with: (i) Client’s breach of this Agreement or the Custodial Account Agreement; (ii) Client Information or Client Data provided in connection with use of the Services; (iii) Client’s access, use, misuse, reproduction, modification, or unauthorized distribution of Software; or (iv) Client’s gross negligence or willful misconduct. 

b) Puzzl Indemnification. Puzzl will indemnify, defend, and hold Client and its affiliates, respective officers, directors, and Employees harmless from any and all claims, disputes, demands, liabilities, damages, losses, costs, accounting and attorneys’ fees (including in-house counsel fees), and expenses resulting from or arising in connection with: (i) use of Client Information or Client Data in a manner not authorized by this Agreement; or (ii) Puzzl’s gross negligence or willful misconduct. 

a) Reservation of Rights. Puzzl and its licensors exclusively own all right, title and interest in and to the portion of the Services utilizing Puzzl’s hosted services and being operated by Puzzl, including all associated intellectual property rights thereto. Client acknowledges that the Services are protected by copyright, trademark, and other laws of the United States and foreign countries. Client agrees not to remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Services. 

b) Telephone Consumer Protection Act Consent. By agreeing to be bound by the terms of this Agreement, Client consents to Puzzl contacting it using an automatic dialing system or prerecorded messages at the telephone number(s) provided, including but not limited to contact regarding promotional offers or messages. Client agrees that it is the subscriber or customary user of the telephone number(s) provided, or that it obtained valid consent from the subscriber or customary user to receive such calls prior to the telephone number(s) being provided to Puzzl. Client understands that it is not required to provide consent as a condition of making any purchase, and that it may withdraw its consent at any time. 

c) Notices. Except as otherwise provided, Puzzl may provide notices required under this Agreement by email at the email address supplied by Client, by facsimile or by mail. 

d) Entire Agreement. Client acknowledges that there have been no representations or warranties made by Puzzl that are not set forth in this Agreement. This Agreement, along with the General Terms and any exhibits, addenda or schedules hereto or thereto, contain the entire understanding of the Parties and supersedes all previous and contemporaneous understandings and agreements between the Parties for the Services provided, whether oral or written, with respect to its subject matter, including, without limitation, any confidentiality or nondisclosure agreement(s) entered into by and between Client and Puzzl prior to the date hereof. 

e) Relationship of the Parties. The relationship between the Parties is that of independent contractors. Nothing in this Agreement shall be construed to establish any partnership, joint venture or agency relationship between the Parties. Each Party intends that this Agreement shall not benefit or create any right or cause of action in or on behalf of, any person or entity other than Client or Puzzl. 

f) Third-Party Service Providers. Client acknowledges and agrees that Puzzl may use third-party service providers and vendors in connection with the performance of Services. 

Treasury Prime, Inc. (“Treasury Prime”) is Puzzl’s backend software provider, and partners with financial institutions to provide custodial accounts to hold Client’s deposits (the “Custodial Account”). Treasury Prime’s API, and its relationship with financial institutions, enables disbursements and payments to and from the Custodial Account. By agreeing to this Agreement, Client also agree to Treasury Prime’s Terms of Service (treasuryprime.com/terms) and Privacy Policy (treasuryprime.com/privacy). Client acknowledges and agrees that Puzzl makes no representation, warranty or guarantee regarding the availability, sufficiency or quality of Treasury Prime’s services, and will have no responsibility or liability to Client in connection with such services.

a) To use the Services hereunder, Client must establish a Custodial Account and agree to the Custodial Account Agreement. By using the Services hereunder, Client agrees to the Custodial Account Agreement. Client acknowledges and agrees that Puzzl makes no representation, warranty or guarantee regarding the availability, sufficiency or quality of any services under the Custodial Account Agreement, and will have no responsibility or liability to Client in connection with such services.

b) In addition to agreeing to the Custodial Account Agreement, Client acknowledge the Custodial Account is opened for the benefit of Client as a customer and appoint Puzzl as an authorized representative to manage funds and transact on Client’s behalf.

If Client has any questions about this Agreement, please contact Puzzl at compliance@zeal.com. Bank services are provided through our banking software provider, Treasury Prime. To report a complaint relating to the bank services, email support@zeal.com.

The following features and components comprising the Puzzl Services that Puzzl offers to Clients are listed.

Puzzl Services & Descriptions

PAYMENT PROCESSING

1. Know Your Business (KYB) Service
2. Net Wage Disbursement
3. Tax Agency Disbursement
4. Payroll Management
5. Paycards & Digital Wallet‍
6. Client Accounts
7. I-9 & Custom Paperwork

TAX MANAGEMENT

1. Payroll Processing 
2. Employment Parameters 
3. Gross-to-Net Calculations
4. New Hire Reporting & Filing 
5. Power of Attorney Reporting & Filing 
6. Payroll Reports 
7. Tax Agency Reporting & Filing
8. 1099 & W2 End-of-Year Service 
9. Garnishment Service

PRE-BUILT COMPONENTS

1. Company Onboarding
2. Employee & Contractor Onboarding
3. Employer Dashboard
4. Employee & Contractor Dashboard

SUPPORT TOOLS

1. Super-Admin Dashboard
2. Payroll Migration
3. Integration Specialists
4. Partner Support Tool
5. Data Storage
6. Alerts
7. Webhooks

By using the Services, Client understands and agrees to be bound by the terms and conditions of this Agreement. If Client does not agree to be bound by this Agreement, Client must not use the Services.

Puzzl may update this Agreement from time to time in its sole discretion and post the updated Agreement on the appropriate page of Puzzl’s website. If Puzzl does so, Puzzl and/or Partner Name (pursuant to Partner Name’s obligations under Section 3 of the Partner Name Agreement between Partner Name and Puzzl) may let Client know by email and/or may also send other communications. It is the Client’s sole responsibility to monitor this Agreement or the Services, regardless of actual communication of change. If Client continues to use the Services after Puzzl has posted updated this Agreement, it means that Client accepts and agrees to the changes. Because the Services are evolving over time, Puzzl or Partner Name may change or discontinue all or any part of the Services, at any time and without notice, at Puzzl’s or Partner Name’s sole discretion. [Please review Puzzl’s List of Services below for a full list of the features and components comprising the Services that Puzzl offers to Clients.]

Client will need an account to access or connect to the Services online or through any mobile or other electronic devices (the “Online Account”). Client is solely responsible for: (a) designating who is authorized to have access to the Online Account (“Authorized User(s)”); (b) safeguarding all passwords, usernames, logins or other security features used to access the Online Account (“Online Account Access”); (c) use of the Online Account under any usernames, logins or passwords; (d) ensuring that use of the Online Account complies fully with the provisions of this Agreement; and (e) any unauthorized access, or use, of the Online Account caused by Authorized Users’ actions or inactions, including, without limitation, Client’s failure to safeguard the Online Account or Online Account Access. Client agrees to immediately notify Puzzl or Partner Name of any actual or suspected unauthorized use of the Online Account, and acknowledges that Client is solely responsible for damages resulting from Client’s failure to timely notify Puzzl or Partner Name. Puzzl reserves the right to limit, suspend, or terminate Client’s and/or Client’s Authorized User(s)’ access to the Online Account should Puzzl have reason to believe that the security or confidentiality of the Online Account or Online Account Access has been compromised. Client acknowledges that Authorized Users select the security level for Online Account Access and Client is solely responsible for these selections. Client further acknowledges that it has reviewed all of the security levels and has determined the level or levels for its Authorized Users that is commercially reasonable for providing security against unauthorized access and meets Client’s requirements given the size, type and frequency of the Services it will receive from Puzzl. Client is solely responsible for: (i) implementation of an information security program appropriate to safeguard the Online Account or Online Account Access and which is consistent with all applicable federal, state, local and international laws, regulations or ordinances (“Laws”); (ii) safeguarding the Online Account and Online Account Access for any third-party services integrated into the Services; (iii) maintenance and routine review of computing and electronic system usage records (i.e. log files); and (iv) the security of its own data, data storage, computing device(s), other electronic systems, and network connectivity. Client acknowledges and agrees that Puzzl is not liable to Client or any other third-party for any consequences, losses, or damages resulting from unauthorized access or use of the Online Account as set forth in this Section. Client further agrees that Puzzl may access Client’s Online Account to assist in configuration, provide ongoing support, and perform administrative functions necessary to provide the Services.

a) Disclosure. We may present to you an offer from one or more of our bank partners (each a “Banking Provider”) to open one or more of the following: a deposit account (“Bank Account”) and/or debit card (“Debit Card”, and individually and collectively, with the Bank Account, the “Bank Products”). Our services may be provided to you to help you view, manage and access your Bank Products. The Bank Products are made available by the Banking Provider, member of the Federal Deposit Insurance Corporation, in partnership with us and other third parties. We operate software that allows you to access services of Banking Provider, but we do not provide banking services. All banking services are provided by the Banking Provider. The Bank Products are each governed by the terms and conditions you enter into with each Banking Provider (the “Bank Agreement”), and are separate and independent from these Terms. The Bank Products are not offered by us, and instead are offered by Bank. 

You must agree to the Banking Provider’s privacy policy to use the Bank Products; notwithstanding anything to the contrary in the Banking Provider’s privacy policy, you acknowledge and agree that Banking Provider may share any information about you with us, and once such information is received by us, such information will be governed by our Privacy Policy and these Terms and may be used for any purpose contemplated under the Privacy Policy or these Terms. We may also share information about you, which may include your name, tax identification number, date of birth, address and other identifying information, with Banking Provider, and other parties providing services in connection with the Bank Products. You hereby consent to such release of such personal information. 

Notwithstanding anything to the contrary but subject to applicable law, you agree that you shall be liable for any breach of the Bank Agreement and shall indemnify and hold harmless Company and its affiliates, and the officers, directors, members, employees, representatives, shareholders, agents and attorneys of such entities from and against any and all claims, actions, liability, judgments, damages, costs and expenses, including reasonable attorneys’ fees (collectively, “Losses”), that may arise from (i) your actions or omissions in connection with the Bank Products, (ii) your breach of any terms of the Bank Agreement, or (iii) your actions or omissions. 

b) Account Closure. In the event a Partner offboards from Puzzl’s platform, a 30-day notice of account closure will be given for deposit accounts and debit cards associated with the Partner. In these 30-days, the account holder will be responsible for withdrawing all funds from their account. If, at the end of the 30-day period, funds are still in the account, a paper check totaling the remaining balance will be mailed to the address on file for the account holder.

a) Client Information. Client will timely and accurately execute and/or provide all documentation, data, information and directives required for use of the Online Account and the Services (including, where necessary, taking all corporate action required) (“Client Information”). Such Client Information may include the identity, bank account and credit of Client and/or its principals, including vendor references, bank account status, and history (collectively “Client’s Credit”). Puzzl acknowledges that, as between Client and Puzzl, Client owns and retains all right, title and interest in and to the Client Information. Client hereby grants Puzzl a non-exclusive, worldwide, irrevocable, royalty-free right and license to access and use such Client Information for the purpose of investigating and verifying Client’s eligibility to use the Services, in accordance with applicable Law. Client acknowledges that Puzzl may be required to obtain additional documents or information necessary to verify Client’s identity pursuant to applicable federal and/or state statutes or regulations and that Puzzl’s performance of the Services under this Agreement is subject to approval of Client’s Credit. Client acknowledges that Puzzl may engage a third-party to investigate Client’s Credit and authorizes Puzzl to share with the third-party any Client Information as may be needed to investigate Client’s Credit. Client further agrees that Puzzl is not liable for the actions or inactions of such third-party, including but not limited to any unauthorized use or disclosure of Client Information. Client acknowledges that Client is responsible for any delay in performance of the Services incurred as a result of its failure to timely provide Client Information. Client represents and warrants that the Client Information is authentic, accurate, current, and complete. Puzzl is entitled to rely on Client Information and shall not be obligated to independently verify such information or obtain any additional authorization from Client to act on Client Information. Puzzl will not be responsible for errors that result from Puzzl’s reliance on Client Information. 

b) Client Data. Client will submit to the Services all documentation, data and information (including information regarding Client’s Employees (as defined below), for whom Puzzl will be processing payroll through the Services) that are required by Puzzl to operate and provide the Services to Client and its Employees (“Client Data”). Puzzl acknowledges that, as between Client and Puzzl, Client owns and retains all right, title and interest in and to Client Data. Client hereby grants Puzzl a non exclusive, worldwide, irrevocable, royalty-free right and license to: (i) use, host, reproduce, display, perform, modify, process and analyze Client Data for the purpose of hosting, operating, improving and providing the Services; and (ii) compile and use for Puzzl’s own purposes aggregate or de identified data, statistics, measurements or other metrics derived from Client Data and Client’s use of the Services, which do not identify Client or Client’s Employees (“Aggregate Data”). The Aggregate Data and all the intellectual property rights therein are and will remain the sole and exclusive property of Puzzl. For the avoidance of doubt, Client Data does not include the result of any analysis and processing of Client Data by the Services, including the Aggregate Data. Client acknowledges that Client is responsible for any delay in performance of the Services incurred as a result of its failure to submit any Client Data. Client represents and warrants that the Client Data is authentic, accurate, current, and complete. Puzzl is entitled to rely on Client Data and shall not be obligated to independently verify such information or obtain any additional authorization from Client to act on Client Data. Puzzl will not be responsible for errors that result from Puzzl’s reliance on Client Data. 

c) Contacts. Client will designate authorized contact(s) who will submit Client Information and Client Data to Puzzl. Client is responsible for the authenticity, accuracy, and completeness of any Client Information or Client Data submitted by Client or such authorized contacts. Client acknowledges that it is solely responsible for designating all authorized contacts, establishing the level or type of access granted to each such authorized contact for each Service, ensuring each such authorized contact understands and agrees to the terms and conditions of this Agreement, and keeping all such authorized contacts and access levels current at all times. Client acknowledges that it is solely responsible for any damages, costs, expenses, or additional fees that may be incurred as a result of its failure to provide accurate and updated contact information for such authorized contacts in accordance with the terms of this Agreement.

Client will review all reports, documents, and data, generated with respect to Client Data that is provided, made available, or accessible by Client through Client’s Online Account, and Client will inform Puzzl and/or Partner Name of any inaccuracies within two (2) business days of receipt or availability.

Please review Puzzl’s Privacy Policy, located here, which describes the personal data collected by the Services.

Client agrees not to do any of the following: 

a) Submit any information or data within the Client Information or Client Data provided for use of the Services that: (i) violates any applicable law or regulation or would give rise to civil liability; or (ii) is fraudulent, false, misleading or deceptive; 

b) Use, display, mirror or frame the Services or any individual element within the Services, Puzzl’s name, any Puzzl trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, without Puzzl’s express written consent; 

c) Attempt to probe, scan or test the vulnerability of any Puzzl system or network or breach any security or authentication measures; or 

d) Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by Puzzl, Partner Name, or any of Puzzl’s providers or any other third-party (including another user) to protect the Services.

“Confidential Information” means all information disclosed or otherwise made available by a Party (including Client Information and Client Data, in the case of Client) to the other Party, in connection with use of the portion of Services operated by Puzzl under this Agreement, that is marked confidential or is of the nature that a reasonable person would identify it as being confidential, including, such information as name, social security number, date of birth, address, financial and/or bank account information, and/or wage information. Each Party agrees that it shall implement and maintain security measures that include administrative, technical, and physical safeguards that are deemed reasonable and necessary to protect Confidential Information from unauthorized access or acquisition. Puzzl may disclose Confidential Information to its employees, affiliates, subsidiaries, agents, and contractors to: (a) perform or offer Services; (b) integrate third-party services into the Services; and (c) perform analysis to determine Client’s qualification to receive services. Puzzl may also disclose Confidential Information: (i) to its attorneys, accountants, insurers, and auditors; (ii) pursuant to any applicable Laws, court order, legal process, or governmental investigation; (iii) as required under applicable securities regulations; and (iv) subject to customary restrictions or to potential private investors in or acquirers. Confidential Information does not include information that: (A) is or becomes generally known to the public through no fault or breach of this Agreement by a Party; (B) is rightfully known by a Party or a third-party at the time of disclosure without restrictions on use or disclosure; (C) is independently developed by a Party or a third-party without use of Confidential Information; or (D) is lawfully received by a Party or a third-party from another third-party, who has the right to provide such information and who provides it without restrictions on use or disclosure. In the event of any compromise or security breach resulting in the disclosure or possible disclosure of Confidential Information, the Party will notify the other Party as legally required of such compromise or breach.

This Agreement will be effective for as long as the agreement between Client and Partner Name for use of the Services remains effective, beginning on the effective date of the agreement between Client and Partner Name (the “Term”), unless terminated earlier in accordance with the terms hereunder.

Either Party may terminate this Agreement for a breach of this Agreement upon thirty (30) days’ written notice to the other Party if the breach remains uncured during that thirty (30) day period. Upon the expiration or termination of this Agreement each Party will promptly return to the other Party or destroy, upon the other Party’s reasonable request, all Confidential Information of the other Party in its possession or control. The following Sections will survive the termination of this Agreement: 3, 4, 7, 8, 10, 12, 13, 14, 15, and 16.

a) Client designates Puzzl as the payroll contact, reporting agent, and limited power of attorney for Client. Client represents that any information and direction, including Client Data, that it provides to Puzzl in such capacity are accurate, current, and complete. Government agencies and third parties shall be entitled to rely on information and direction, including Client Data, provided to it by Puzzl, as accurate, current, and complete, and Puzzl shall have no further obligation to independently verify the accuracy and completeness of the information with Client. 

b) As a reporting agent, Puzzl is hereby authorized to initiate credit and debit entries to Client’s checking account on file, and to debit to that same checking account. Client acknowledges that Puzzl will withdraw funds, in the amounts specified, and transfer them to Client’s designated Employee accounts, or to the relevant withholding recipients’ accounts. In the event of error, Client hereby authorizes Puzzl to credit such account to offset the error. 

c) To the extent consistent with your usage of services provided by Puzzl, you hereby irrevocably agree that Puzzl has your permission to use your signature on file for purposes including, but not limited to, tax filings, administrative filings, and corrections. While Company will use commercially reasonable efforts to inform you of such permitted usage of your signature on file, you agree that company is not obligated to do so.

If Client uses a Service that requires either the receipt of or access to Puzzl’s proprietary software (the “Software”), Client agrees to the following terms and conditions. 

a) Software Licenses. Client has received, or may receive, certain Software relating to Services selected by Client. Puzzl hereby grants Client a limited, non-transferable, non-exclusive license to access and use such Software solely in connection with Client’s receipt and use of such Services and for no other purpose. Client agrees that if Client does not accept all of these terms and conditions relating to such access and use of the Software, and any and all applicable license agreements provided to Client now or in the future, Puzzl will not be obligated to perform such selected Services dependent upon the Software. 

b) Right to Access Proprietary Software. Client has received, or may receive, a limited, non transferable, non-exclusive right to access and use the Software via a web browser solely in connection with Client’s receipt of certain Services. Puzzl will host and retain physical control over such Software and make such Software available only through the internet for access, use, and operation through a web browser. No provision under this Agreement shall obligate Puzzl to deliver or otherwise make available any copies of the Software. Client is responsible for obtaining and maintaining all computer hardware, software, communications and other equipment needed to access such Software, and for paying all third-party charges (e.g. kiosk, Internet service provider, or telecommunications charges) incurred while accessing such Software. 

c) Confidentiality of Software; Restrictions on Use. Client acknowledges that the Software received or accessed as part of the Services received by Client contains valuable trade secrets and Confidential Information owned by Puzzl or third-parties. Client agrees that Client and Authorized Users and Client’s Employees and agents will not, directly or indirectly with respect to the Software do any of the following: (i) sell, lease, assign, sublicense, or otherwise transfer; (ii) duplicate, reproduce, or copy; (iii) use, display, mirror or frame the Software or any individual element within the Software, Puzzl’s name, any Puzzl trademark, logo or other proprietary information, without Puzzl’s express written consent; (iv) disclose, divulge, or otherwise make available to any third party; (v) use, except as authorized by the Agreement; (vi) decompile, disassemble, or otherwise analyze for reverse engineering purposes; (vii) avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by Puzzl or any other third-party to protect the Software; (viii) attempt to access or search the Software or download content from the Software using any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than any proprietary software provided by Puzzl or other generally available third-party web browsers; or (ix) violate any applicable Laws or regulations. Client will take appropriate action with Authorized Users and Client’s Employees and agents to satisfy its obligations under the Agreement with respect to the use, protection, and security of all Software. Client will notify Puzzl immediately of any unauthorized use or disclosure of Confidential Information and will cooperate in remedying such unauthorized use or disclosure. 

d) Intellectual Property Rights. Puzzl exclusively owns all rights, title, and interest, including, but not limited to, copyright, patent, trade secret, and all other intellectual property rights, in the Software and Services.

a) Client represents and warrants that it possesses full power and authority to enter into this Agreement and has read and agrees to the terms and conditions set forth in this Agreement. Client further represents and warrants that: (a) it has obtained and will obtain and continue to have, during the Term, all necessary rights, authority and licenses for the access to and use of Client Information and Client Data (including any personal data provided or otherwise collected pursuant to Client’s privacy policy) as contemplated by this Agreement; and (b) Puzzl’s use of Client Information and Client Data in accordance with this Agreement will not violate any applicable laws or regulations or cause a breach of any agreement or obligations between Client and any third-party.

b) Puzzl represents and warrants that the Services do not infringe, misappropriate, or otherwise violate the intellectual property rights of any one or more third parties. 

c) Additional fees may apply for any use of the Services in a manner not expressly permitted under this Agreement or as instructed by Puzzl or Partner Name in connection with the Services, delay in payment, or applicable tax penalties. 

d) Client agrees that Puzzl is not rendering legal, tax, accounting, or investment advice in connection with the Services, nor is Puzzl a fiduciary of Client, a fiduciary of any benefit plan offered by Client, or the employer or joint employer of any of Client’s Employees. Puzzl will not be responsible for Client's compliance with, nor will Puzzl provide legal or other financial advice to Client with respect to federal, state, or local statutes, regulations, or ordinances, including, but not limited to, the Fair Labor Standards Act or any wage and hour laws. Client agrees to comply with any and all Laws, and Client is solely responsible for retaining all copies of any documents received from Puzzl or provided to Puzzl as required by applicable Laws.

A) TO THE MAXIMUM EXTENT PERMITTED BY LAW, PUZZL WILL ONLY BE HELD LIABLE FOR BREACH OF THIS AGREEMENT AND WILL NOT BE HELD LIABLE FOR: (A) ANY NEGLIGENT ACT OR OMISSION BY PUZZL; (B) THE ACTS OR OMISSIONS OF ANY OTHER PERSON OR ENTITY, INCLUDING, BUT NOT LIMITED TO, CLIENT AND ITS EMPLOYEES OR AGENTS, OR ANY PERSON OR ENTITY THAT PROVIDES SERVICES IN CONNECTION WITH OR AS A RESULT OF PUZZL’S PERFORMANCE OF ITS OBLIGATIONS UNDER THIS AGREEMENT; (C) ANY LOSS, CLAIM, OR EXPENSE ARISING FROM ANY OF CLIENT INFORMATION OR CLIENT DATA PROVIDED BY CLIENT; OR (D) CLIENT'S BREACH OF NACHA. TO THE MAXIMUM EXTENT PERMITTED BY LAW, PUZZL WILL, UNDER NO CIRCUMSTANCES, BE LIABLE FOR

ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS OR LOSS OF USE, DATA OR BUSINESS INCURRED BY CLIENT PURSUANT TO THIS AGREEMENT OR BY THE TRANSACTIONS CONTEMPLATED BY IT, HOWEVER CAUSED, ON ANY THEORY OF LIABILITY (INCLUDING CONTRACT, TORT, OR WARRANTY), OR AS A RESULT OF PUZZL’S EXERCISE OF ITS RIGHTS UNDER THIS AGREEMENT, EVEN IF PUZZL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 

B) PUZZL’S SOLE LIABILITY AND CLIENT’S SOLE REMEDY ARISING OUT OF OR IN CONNECTION WITH PUZZL’S BREACH OF THIS AGREEMENT OR FROM THE USE OR INABILITY TO USE THE SERVICES WILL BE: (I) FOR PUZZL TO REMIT TO THE APPROPRIATE PAYEE OF CLIENT THE GREATER OF: (A) THE AMOUNT OF ADDITIONAL CHARGES ASSESSED AGAINST CLIENT UNDER THIS AGREEMENT OR (B) ONE THOUSAND ($1,000) U.S. DOLLARS; AND (II) FOR PUZZL TO REIMBURSE CLIENT FOR ANY APPLICABLE INTEREST OR PENALTIES ASSESSED BY THE TAXING AUTHORITIES AS A DIRECT RESULT OF PUZZL’S BREACH OF THIS AGREEMENT, IF APPLICABLE. 

c) THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN PUZZL AND CLIENT.

a) Client Indemnification. Client will indemnify, defend, and hold Puzzl and its affiliates, respective officers, directors, and employees harmless from any and all claims, disputes, demands, liabilities, damages, losses, costs, accounting and attorneys’ fees (including in-house counsel fees), and expenses resulting from or arising in connection with: (i) Client’s default of its obligations under this Agreement or breach of any warranty set forth in this Agreement; (ii) Client Information or Client Data provided in connection with use of the Services; (iii) Client’s access, use, misuse, reproduction, modification, or unauthorized distribution of Software; or (iv) Client’s gross negligence or willful misconduct.

b) Puzzl Indemnification. Puzzl will indemnify, defend, and hold Client and its affiliates, respective officers, directors, and Employees harmless from any and all claims, disputes, demands, liabilities, damages, losses, costs, accounting and attorneys’ fees (including in-house counsel fees), and expenses resulting from or arising in connection with: (i) use of Client Information or Client Data in a manner not authorized by this Agreement; or (ii) Puzzl’s gross negligence or willful misconduct.

a) Governing Law. This Agreement and any action related thereto will be governed by the laws of the State of California, without regard to its conflict of laws provisions. Any legal action or proceeding arising under this Agreement will be brought exclusively in the federal or state courts located in the Northern District of California and the Parties irrevocably consent to the personal jurisdiction and venue therein. 

b) Reservation of Rights. Puzzl and its licensors exclusively own all right, title and interest in and to the portion of the Services utilizing Puzzl’s hosted services and being operated by Puzzl, including all associated intellectual property rights thereto. Client acknowledges that the Services are protected by copyright, trademark, and other laws of the United States and foreign countries. Client agrees not to remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Services.

c) Telephone Consumer Protection Act Consent. By agreeing to be bound by the terms of this Agreement, Client consents to Puzzl contacting it using an automatic dialing system or prerecorded messages at the telephone number(s) provided, including but not limited to contact regarding promotional offers or messages. Client agrees that it is the subscriber or customary user of the telephone number(s) provided, or that it obtained valid consent from the subscriber or customary user to receive such calls prior to the telephone number(s) being provided to Puzzl. Client understands that it is not required to provide consent as a condition of making any purchase, and that it may withdraw its consent at any time. 

d) No Assignment. This Agreement may not be assigned by Client to any third-parties, other than its successors, without the prior written consent of Puzzl. Puzzl may freely assign this Agreement. Any assignment by Client made without such consent will be null and void. 

e) Notices. Except as otherwise provided, Puzzl may provide notices required under this Agreement by email at the email address supplied by Client, by facsimile or by mail. 

f) Entire Agreement. Client acknowledges that there have been no representations or warranties made by Puzzl or Client that are not set forth in this Agreement. This Agreement, along with any exhibits, contains the entire understanding of the Parties and supersedes all previous and contemporaneous understandings and agreements between the Parties for the Services provided, whether oral or written, with respect to its subject matter, including, without limitation, any confidentiality or nondisclosure agreement(s) entered into by and between Client and Puzzl prior to the date hereof. 

g) Force Majeure. Neither Party shall be responsible for any delay or failure to perform obligations specified in this Agreement due to causes beyond such Party’s reasonable control, including, but not limited to, labor disputes, strikes, lockouts, shortages of or inability to obtain labor, telecommunications failure or degradation, energy, pandemics, epidemics, public health emergencies, material changes in law, acts of God, war, terrorism, acts of any governmental body. 

h) Waiver and Severability. Failure to enforce a provision will not be deemed a waiver; waivers must be in writing signed by the Party claimed to have waived. If any provision of this Agreement or any portion thereof is held to be invalid, illegal, or unenforceable, the validity, legality, or enforceability of the remainder of this Agreement will not in any way be affected or impaired. 

i) Relationship of the Parties. The relationship between the Parties is that of independent contractors. Nothing in this Agreement shall be construed to establish any Partner Nameship, joint venture or agency relationship between the Parties. Each Party intends that this Agreement shall not benefit or create any right or cause of action in or on behalf of, any person or entity other than Client or Puzzl. 

j) Third-Party Service Providers. Client acknowledges and agrees that Puzzl may use third-party service providers and vendors in connection with the performance of Services.

Treasury Prime is Puzzl’s backend software provider, and partners with financial institutions to provide FDIC insurance. Treasury Prime’s API, and their relationship with financial institutions, enables us to offer banking services and products. By agreeing to this Agreement, you also agree to Treasury Prime’s Terms of Service (treasuryprime.com/terms) and Privacy Policy (treasuryprime.com/privacy). 

a) By establishing a custodial account, you authorize Treasury Prime’s banking partners, Members FDIC, to hold your deposits for your benefit in an account (“Custodial Account”) by agreeing to the Custodial Account Agreement. 

b) In addition to agreeing to the Custodial Account Agreement, you acknowledge the Custodial Account is opened for the benefit of you as a customer and appoint Zeal as an Authorized

Representative to manage funds and transact on your behalf.

If Client has any questions about this Agreement, please contact Puzzl at compliance@zeal.com. Bank services are provided through our banking software provider, Treasury Prime. To report a complaint relating to the bank services, email support@zeal.com.

If Client has any questions about this Agreement, please contact Puzzl at compliance@zeal.com. Bank services are provided through our banking software provider, The Client is implicitly agreeing to the Terms of Use and Consumer Disclosure when signing the agreement, no other action is required, which means: 

a) You agree to use an electronic document and an electronic signature. You understand that electronic signatures are legally binding. b) You agree to read the document and fill it out accurately and completely. c) Your web browser must be configured to accept cookies.

The following features and components comprising the Puzzl Services that Puzzl offers to Clients are listed.

Puzzl Services & Descriptions

PAYMENT PROCESSING

1. Know Your Business (KYB) Service
2. Net Wage Disbursement
3. Tax Agency Disbursement
4. Payroll Management
5. Paycards & Digital Wallet‍
6. Client Accounts
7. I-9 & Custom Paperwork

TAX MANAGEMENT

1. Payroll Processing 
2. Employment Parameters 
3. Gross-to-Net Calculations
4. New Hire Reporting & Filing 
5. Power of Attorney Reporting & Filing 
6. Payroll Reports 
7. Tax Agency Reporting & Filing
8. 1099 & W2 End-of-Year Service 
9. Garnishment Service

PRE-BUILT COMPONENTS

1. Company Onboarding
2. Employee & Contractor Onboarding
3. Employer Dashboard
4. Employee & Contractor Dashboard

SUPPORT TOOLS

1. Super-Admin Dashboard
2. Payroll Migration
3. Integration Specialists
4. Partner Support Tool
5. Data Storage
6. Alerts
7. Webhooks