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b. Skylight shall be responsible for the escheatment of any funds remaining in any Account. Should an Account be closed for
<br />any other reason, any funds in the Account will be distributed to the Cardholder via check.
<br />c. Skylight shall protect the privacy of each Cardholder's personal information in accordance with applicable policies set forth by
<br />the Bank Partner, the T&C, or the Consumer Privacy Pamphlet. Skylight will not, under any circumstance, be liable for any
<br />damages arising from a failure to protect Cardholder personal information provided by Client using an unapproved process.
<br />d. Client will be solely responsible for compliance with all federal, state and local laws,. rules and regulations relating to payroll,
<br />employee compensation and employment matters fh jurisdictions where Client operates its business including, but not limited
<br />to, proper withholding, timely remittance of any and all taxes related thereto, and the timely delivery of payment stubs and
<br />similar payroll information to employees. Client shall indemnify Skylight and be responsible for any and all fines, liabilities-
<br />and assessments imposed as a result of any violations under this section.
<br />e. Client shall 6e responsible for verifying the personal information of all Cardholders and insuring that every Cardholder has
<br />authorized the deposit of funds into their Account. Client shall indemnify Skylight for any failure to properly verify the
<br />personal information of any Cardholder or obtain their consent for deposit of funds.
<br />f. Client agrees to take reasonable precautions to prevent the unauthorized use of the Cards, Accounts or Materials.
<br />4
<br />s. Compensation.
<br />Client agrees to compensate Skylight for the Program and Products according to the fees or rates set forth in Exhibit A. Skylight shall
<br />provide Client with a statement on a monthly basis which shall include a summary of the accrued fees payable to Skylight by Client for
<br />the immediately preceding period, and any aggregate unpaid amounts payable to either Party for previous periods. All payments shall
<br />be made within thirty (30) days after receipt or delivery of the statement.
<br />z. Due Diligence.
<br />Client agrees to cooperate fully and otherwise promptly provide to Skylight or the Bank Partner, as the case may be, any and a!I
<br />relevant information with respect to Client, any of Client's Affiliates that use any Product pursuan# to this Agreement, or the Users,_as
<br />Skylight or the Bank Partner may deem necessary to comply with Applicable Law, including, without limitation, the information needed
<br />to complete that certain Skylight Paycard Client Application for Client and for any- of Client's Affiliates using any Product as of the
<br />Effective Date, as such has been provided to Client by Skylight and hereby incorporated into this Agreement by reference . Further,
<br />Client agrees to notify Skylight in writing if, any time following the Effective Date, any other of Client's Affiliates desire to use any
<br />Product pursuant to this Agreement. Within a reasonable time following the receipt of such notification, Skylight will provide Client's
<br />applicable Affiliate with the required Skylight Paycard -Client Application for such Affiliate. Client acknowledges and agrees that
<br />Skylight may verify all information provided to Skylight by Client or any of Client's Affiliates, as the case may be, and screen such
<br />information against government databases as required by Applicable Law and at such time or times as Skylight determines. Client
<br />further acknowledges and agrees that in the event the results of any such verification activity are unsatisfactory to Skylight or the Bank
<br />Partner, in each case in its sole discretion, Skylight may immediately terminate this Agreement upon written notice to Client.
<br />Additionally, in no event will any of Client's Affiliates be permitted to use the Products pursuant to this Agreement until Skylight has
<br />approved such Affiliate and acknowledged the same in writing. Client represents, warrants and covenants that all information it or any
<br />of its Affiliates has provided or will provide to Skylight and the Bank Partner, as applicable, which may include, without limitation,
<br />information regarding Client, any of its_ Affiliates, any Users or potential Users, is and shall be, as applicable, true, complete and
<br />accurate in all respects.
<br />s. Ownership.
<br />The Parties agree that Client shall not obtain any proprietary interest in the Program, Materials or Products. Skylight hereby grants to
<br />Client a limited, nonexclusive and nontransferable, worldwide, royalty-free license to use the Materials and Products and to offer the
<br />Program to its employees or independent contractors upon the terms set forth herein. Nothing contained herein shall prevent Skylight
<br />from using the Materials or Products to perform similar services or provide the Program on other projects and engagements.
<br />9. WarrantlBS.
<br />a. Skylight warrants that the Program will be performed in a diligent and workmanlike manner in accordance with good industry
<br />practices, and in the event any Products provided hereunder by Skylight are incorrect, incomplete, defective, in error or
<br />otherwise not in conformity with the terms of this Agreement and the applicable SOW, and such defect is attribu#able to
<br />Skylight, Skylight will, at its option, correct, complete, repair or re-deliver such Services or Product at no charge to Client.
<br />The foregoing warranties shall only apply provided that the Program and Products provided by Skylight have not been
<br />modified by Client and the nonconformity was not caused by Client. This shall be Client's sole and exclusive remedy and
<br />Skylight's sole liability with regard to any breach of this section.
<br />b. THE FOREGOING WARRANTIES ARE SKYLIGHT'S ONLY WARRANTIES CONCERNING THE PROGRAM, ITS
<br />CONSTITUENT PARTS, OR ANY PRODUCTS OR SERVICES 0-PEERED HEREUNDER AND ARE MADE FOR THE
<br />BENEFIT OF CLIENT ONLY IN LIEU OF ALL OTHER WARRANTIES AND REPRESENTATIONS, EXPRESS OR IMPLIED,
<br />INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A
<br />PARTICULAR PURPOSE OR NON-INFRINGEMENT.
<br />~ o. Indemnification.
<br />Each Party together with their respective directors, officers, employees or agents shall be indemnified (the "Indemnified Party") and held
<br />harmless by the other Party (the "Indemnifying Party") against any losses, liabilities, expenses (including attorney's fees and legal
<br />expenses related to such defense), fines, penalties, taxes or damages {collectively "Liabilities"), incurred in connection with any third-
<br />Services Agreement (Confidential) Page 12
<br />Skylight -Paycard
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