PENSION SYSTEMS CORPORATION DEFINED CONTRIBUTION . - 401k-network

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PENSION SYSTEMS CORPORATIONDEFINED CONTRIBUTION PROTOTYPE PLAN AND TRUSTTHTHIS PROTOTYPE HAS BEEN CUSTOMIZED PER LICENSEE’S SPECIFICATIONS BYPENSION SYSTEMS CORPORATION. THE PROTOTYPE IS REGISTERED WITH THEU.S. INTERNAL REVENUE SERVICE. LICENSEE ACKNOWLEDGES PENSION SYSTEMSCORPORATION’S CLAIM OF COPYRIGHT AND AGREES TO THE TERMS ANDCONDITIONS OF ITS USE, AS DESCRIBED IN THE ATTACHED USER LICENSEAGREEMENT, AS UPDATED ONLINE AT WWW.401KEASY.COM.LLicensee adopting these customized prototype documents agrees to thefollowing additional terms:: Licensee cannot make any modifications or changes to the text of the Regional PrototypePlan or the Adoption Agreement. Licensee must notify Pension Systems Corporation in writing of any changes to theoptions selected in the Adoption Agreement. If the 401(k) User License Agreement is terminated or Licensee fails, by February 1 ofany relevant year, to renew license for Software, Publications and Support, Licensee’sright to use the customized and copyrighted Regional Prototype Plan, and ability to relyupon it in plan operations, or I.R.S Form 5500 filings, shall be revoked, per terms of UserLicense Agreement. User License Agreement found at the end of this document is subject to change withoutnotice. A current version of the User License Agreement may be found in the Legalsection of the www.401keasy.com website. Pension Systems Corporation will follow all I.R.S. regulations, procedures and notificationrequirements with respect to the Licensee's use, cancellation, or termination of this IRSapproved and copyrighted prototype plan document. 2014 Pension Systems Corporaton or its suppliersDefined Contribution Prototype 5-2017pg 1 of 115 - 06.08.17

The IRS opinion letter text on the following pages relates to Pension Systems Corporation(DBA 401(k) Pro) IRS-approved Prototype Plan Document and Master Adoption Agreement,from which your customized 401(k) plan and Adoption Agreement have been created.Defined Contribution Prototype 5-2017pg 2 of 115 - 06.08.17

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User License Agreement for Web-Based ServicesDefined Contribution Prototype 5-2017pg 5 of 115 - 06.08.17

User License Agreement for Web-Based Services (Updated 06/01/2017)401k Easy (hereinafter "401K PROVIDER") and its successors agrees to license a web-based version ofits 401k software and related services, any updates or modifications it provides, and associateddocumentation (herein collectively referred to as the "Software") to you (hereinafter "Licensee")pursuant to the below terms and conditions. Do not order or use the web-based version of theSoftware until you have carefully read the following terms. By ordering or using the web-based versionof the Software, you agree to be bound by the terms and conditions of this end user license agreement(the "Agreement").Calendar Year License401K PROVIDER hereby grants to Licensee a non-exclusive, non-transferable license to access, loadand execute the Software on a computer under Licensee's control for the duration of the calendaryear, ending December 31st, in which Licensee pays the annual license fee for the Software.License Restrictions for Web-Based Software401K PROVIDER will only permit Licensee Users to access the Web-Based 401(k) Websites who hasbeen identified by Licensee as authorized to access the sites or have been given passwords or otheraccess information by Licensee. Licensee assumes all risks and liabilities for providing its third-partyservice vendors, including but not limited to accountants, financial advisors, payroll service providers,and others, with access to its 401(k) Website. Licensee assumes all risks and liabilities of providingthird-party vendors with its login information and passwords to its 401(k) Website. Licensee Usersshall (i) not attempt to gain access to the Software object code, (ii) not attempt to reverse engineer ordecompile the Software, (iii) not allow any other party to access or use the functionality of the 401(k)Websites, and (iv) not disclose the structure, functionality or capabilities of the Software or 401(k)Websites to any other parties. 401K PROVIDER shall (i) maintain the computers on which the WebBased Software is loaded and all copies of the Software in secure and locked locations, (ii) only loadthe Software onto the hard disks and memory of computers which are protected from access bypasswords, (iii) allow access to any copies of, or computers on which, the Software is stored only bypersons who are, through their employment or other agreements with 401K PROVIDER, legallyobligated to comply with the nondisclosure, access and use conditions of this Agreement, (iv) maintaina list of all employee and contractor personnel with access to the Software and equipment, and (v)require all such employee and contractor personnel to sign a statement that he/she understands thenondisclosure, access and use requirements relating to the Software. Licensee shall not: (i) reverseengineer, decompile, disassemble, re-engineer, or otherwise translate any portion of the Software, (ii)rent, lease, sub-license, time share, lend or transfer the Software to a third party, (iii) allow directaccess to the Software by anyone other than employees and contractors whose duties require suchaccess, (iv) develop, or have developed on its behalf, software that is similar in functionality orfeatures to the Software, (v) develop, market or sell any competitive or derivative product forLicensee's own use or use by others (vi) distribute externally or to third parties, except Users, anycommunication that describes or compares the features, functions or performance characteristics ofthe Software, or (vii) allow any third party contractors to do any of (i) through (vi). Licensee shall notDefined Contribution Prototype 5-2017pg 6 of 115 - 06.08.17

remove or alter any copyright notices or restrictive or ownership legends appearing on or in theSoftware. Licensee shall take all reasonable steps, both during and after the Term of this Agreement,to insure that no unauthorized person accesses or uses the Software or 401(k) Websites.License Restrictions for "Full-Service" PlansLicensee who elects use 401K PROVIDER'S "full-service" offerings and other products and servicesspecifically described in promotional information as "full-service") agrees to the License Restrictionsfor Web-Based Software described above. For "full-service" plans. 401K PROVIDER will provideassistance in the preparation of reporting forms due to government agencies within the time (but onlywithin the time) for which 401K PROVIDER is retained by Licensee. 401K PROVIDER is not required toassist in the preparation of such forms if they pertain to a calendar year/Plan Year that has endedprior to the effective date of this Agreement or if the forms' final dead-line/due dates are subsequentto termination of this Agreement. Upon termination of this Agreement all bookkeeping dataprocessing and government form preparation services shall immediately cease.401K PROVIDER does not perform or provide the Licensee with Certified Plan Audits. Mutual fundcompanies and/or the Licensee's plan asset custodian shall provide Licensee with mutual fundstatements that contain plan share prices, balances, dividends, short-term and long-term capital gainsand losses and other detailed information deemed pertinent by the investment fund companies. 401KPROVIDER shall provide Licensee with a year-end summary of the plan's mutual fund holdings. IfLicensee requires more specific mutual fund information, it is Licensee's responsibility to extract theinformation from the account statements supplied by the fund companies and/or asset custodian.401K PROVIDER reserves the right to charge Licensee for time spent in consultation, discussion,question answering or records review with Licensee's accountants, consultants, attorneys or otherprofessional service providers or with government officials in matters pertaining to the Licensee's plan.Licensee shall furnish to 401K PROVIDER, on a timely basis, any and all information and data that401K PROVIDER may request in order to perform its services hereunder, including but not limited to:employee census data, trust investment data, plan amendments and communications with anygovernment agencies concerning the plan. 401K PROVIDER shall rely solely upon information sosubmitted. 401K PROVIDER shall not be responsible for any penalties or liabilities resultant fromfailure of Licensee to submit accurate information on a timely basis.401K PROVIDER will act in all matters only upon the express direction of the Plan Administrator or theTrustees of the plan and will at no time exercise any discretion or independent authority with regard tothe performance of the administrative services described herein, no such independent authority ordiscretionary rights having been granted to 401K PROVIDER by Licensee, the Plan Administrator or theTrustees of the plan under this or any other agreement. 401K PROVIDER shall act in a ministerialcapacity only.Fees for Services and ProductsDefined Contribution Prototype 5-2017pg 7 of 115 - 06.08.17

OO IHHV TXRWHG SXEOLVKHG RQOLQH RU OLVWHG LQ SULQWHG GRFXPHQWV DUH VXEMHFW WR FKDQJH ZLWKRXW QRWLFH QQXDO IHHV SXEOLVKHG RQOLQH DUH DSSOLFDEOH WR WKH ILUVW \HDU RI VHUYLFH RQO\ DQG VXEMHFW WR FKDQJH LQ VXEVHTXHQW \HDUV 7KH FXUUHQW IHH IRU OLTXLGDWLQJ DQ LQGLYLGXDO SDUWLFLSDQW FXVWRGLDQ DFFRXQW LV DQG WKH RQH WLPH N ORDQ RULJLQDWLRQ IHH LV FXUUHQWO\ Plan Termination and Service Termination Fees for Web-Based System.There is a Plan Termination Fee of 75 per eligible participant for all Web-Based plans. An eligibleparticipant is any employee who was included in any compliance test calculations during the year, orcovered by any safe-harbor provisions during the year. An employee specifically does not need to havejoined the 401k, or placed assets in the 401k, to be regarded as an eligible participant. The PlanTermination Fee covers costs associated with the eventual removal of the User's plan and data from401K PROVIDER’S online 401k platform, and archiving the data for three (3) consecutive calendaryears. 7KH IHH SURYLGHV WKH 8VHU ZLWK two FRQVHFXWLYH EXVLQHVV GD\V RI RQOLQH DFFHVV EHJLQQLQJ -DQXDU\ SOXV two FRQVHFXWLYH GD\V RI ,56 PDQGDWHG SURWRW\SH SODQ FRYHUDJH 'XULQJ WKLV two GD\ SHULRG WKH SODQ VSRQVRU FDQ SURFHVV FRPSOLDQFH WHVWV DQG SULQW UHSRUWV DQG SDUWLFLSDQWV FDQ SULQW VWDWHPHQWV DQG PRQLWRU WKH GLVSRVLWLRQ RI WKHLU N DVVHWV 7KH two GD\V RI FRQWLQXDO SURWRW\SH SODQ GRFXPHQWV FRYHUDJH DVVLVWV WKH 8VHU LQ IROORZLQJ ,56 DQG '2/ UHJXODWLRQV ZKLFK UHTXLUH DOO TXDOLILHG SHQVLRQ SODQV WR KDYH FRQWLQXDO FRYHUDJH E\ ,56 DSSURYHG SODQ GRFXPHQWV WKDW DUH FXUUHQW ZLWK (5,6 UHJXODWLRQV This two-day online access and prototype plan protection included in the Plan Termination Fee canbe further extended at the rate of 500 per each additional day. If the User needs to rely upon thecustomized prototype plan documents for an extended period of time, 401k PROVIDER offers a"documents only" service, described at www.401kprototype.com.It is not necessary for participants' 401k investment accounts to be liquidated upon termination ofPROVIDER'S services. The Licensee may retain the investment accounts at the custodian and/ortransfer them "in-kind" to another service provider and/or custodian. If the Licensee request thatparticipants' 401k investment accounts be liquidated by 401k PROVIDER, an additional participantaccount liquidation fee of 75 per participant account shall apply.Some plan terminations are more complex than others, and in some cases the third-partyadministrator assuming administration and recordkeeping responsibilities will request customcalculations, records and summaries that are not included in the Plan Termination Fees. Developmentof custom files and reports requires specialized programing, data mapping, and labor. PROVIDER willevaluate all such file requests on a case-by-case basis, and provide Licensee with a quote payableprior to delivery of completed custom files.Upon termination or expiration of this Agreement (and the five day extension included in the PlanTermination Fee) Licensee may no longer rely upon or use 401K PROVIDER copyrighted and/or 401KPROVIDER-supplied Prototype Plan Documents. Upon termination or expiration of this AgreementLicensee's right to use 401K PROVIDER-supplied customized and standardized Documents is revoked.Defined Contribution Prototype 5-2017pg 8 of 115 - 06.08.17

Prototype Plan DocumentsFor the duration of this Agreement, 401K PROVIDER provides Licensee with copyrighted PrototypePlan Documents ("Documents") that 401K PROVIDER acquires from third-party sources and thencustomized for each Licensee. 401k PROVIDER claims U.S. Copyright status and protection for anycustomized version(s) of these Documents prepared by 401k PROVIDER for use by Licensee. Licenseeagrees to only use and rely upon these customized and copyrighted Documents for the duration of itsAgreement with 401k PROVIDER. Upon termination or expiration of this Agreement, Licensee may nolonger rely upon or use 401K PROVIDER copyrighted and/or 401K PROVIDER-supplied Prototype PlanDocuments. Upon termination or expiration of this Agreement Licensee's right to use 401K PROVIDERsupplied customized and standardized Documents is revoked. Licensee can continue using thecustomized Documents after expiration of this Agreement if Licensee enters into a new agreementwith 401k PROVIDER under terms of service "401k Easy Docs" described in websitehttps://www.401kprototype.com .401k PROVIDER is a registered and IRS-approved Mass submitter of customized 401k Prototype PlanDocuments (“Prototype Standardized Profit Sharing Plan with CODA” IRS Determination Letter SerialNumber K202645a). To comply with IRS rules and regulations for Mass Submitters, 401k PROVIDERis required to track the distribution, usage and disposition of all its customized Documents. Thisrequirement places an obligation upon 401k PROVIDER to make reasonable efforts to track thepossible usage of customized Documents by former Licensees, after terminating 401K PROVIDERservices. Licensee agrees to cooperate with 401k PROVIDER in its obligation under IRS regulations byproviding the following information to 401k PLAN PROVIDER within one (1) year of termination of401k PROVIDER services.--If Licensee officially terminates its 401k plan by filing Form 5500-SF with the IRS during the calendaryear following terminating 401K PROVIDER services, Licensee agrees to provide a copy of this filing to401K PLAN PROVIDER.----If Licensee transfers the servicing of its 401k to a pension consultant, record-keeper or other thirdpart administrator during the calendar year following terminating 401K PROVIDER services, Licenseeagrees to provide 401K PLAN PROVIDER with a copy of the IRS Determination Letter of the prototypeplan documents used to replace 401K PROVIDER documents.401k PROVIDER reserves the right to notify the IRS or other third parties, including publically availableonline information and business review services, should the Licensee fail to pay past-due invoices, orprovide the information necessary for 401k PROVIDER to fulfill its legal obligations as an IRS MassSubmitter.Defined Contribution Prototype 5-2017pg 9 of 115 - 06.08.17

401K PROVIDER does not warranty its customized Documents, or their adaptation to Licensee's needsor requirements. 401K PROVIDER assumes no liability for the accuracy, completeness or applicabilityof these Documents, or their use, by Licensee. Licensee's use of the Documents is solely at thediscretion of the Licensee, and at Licensee's own risk. Licensee can, at its discretion, utilize prototypeplan documents acquired from sources other than 401K PROVIDER. Licensee is under no obligation touse 401K PROVIDER-supplied Documents. 401K PROVIDER, as policy, automatically adoptsgovernment-mandated amendments to the Documents. At its sole discretion 401K PROVIDER, mayassist with a review Employer's existing Plan documents and consult Employer on the feasibility ofrestatement and administration of the Plan. 401K PROVIDER will prepare the documentation neededto establish or re-state the Plan and Trust Agreement for review by Employer's professional advisors,and update documents as required by regulation. 401K PROVIDER will prepare and update theSummary Plan Description as required by regulation.Patents, Trademarks and CopyrightsThe Software includes technology protected by US Patent Number 6041313, plus additional USPatents Pending. 401K PROVIDER claims copyright and trademark protection for all Software andcopyright for all Publications and Videos. Should this Agreement be terminated for any reason, theright of Licensee to use 401K PROVIDER-supplied Software, Publications and Support shall berevoked. Unauthorized use of Software and/or Publications constitutes copyright infringement,subjecting violator(s) to both civil and criminal penalties under federal law.Additional InformationAll investments offered to in the plan shall be selected by Licensee, with no input of advice renderedby 401K PROVIDER. 401K PROVIDER shall make no investment recommendations to Licensee, planparticipants, and other persons associated with the Licensee's plan.Non-Deposit Investment ProductsMutual funds and securities products are not bank deposits and are not insured or guaranteed by theFDIC, the Federal Reserve Board, or any other government agency. Mutual funds and securitiesproducts are subject to investment risks, including possible loss of the principal invested.Investment Performance/Rates of ReturnsInvestments returns do not do not necessarily reflect sales charges or loads, and assume thereinvestment of dividends and capital gains. Investment return and principal value will fluctuate sothat an investor's shares, when redeemed, may be worth more or less than their original cost. Fundperformance information is not indicative of future results. Read the prospectus before investing inmutual funds.Calculators and Financial Planning ToolsCalculators and Financial Planning Tools are provided for informational and illustrative purposes onlyand are not intended to provide specific legal, accounting, financial or tax advice for any person andshould not be relied upon in that manner. Also, results are not meant to be indicative of the futureDefined Contribution Prototype 5-2017pg 10 of 115 - 06.08.17

return or amount received investment. Results obtained through the use of the Financial PlanningTools are not intended to be investment advice, and the Provider, the Licensee and Plan Administratordo not present such information as fiduciaries.Loan ModelingLoan Modeling Tools may be used to determine the loan repayment associated with a loan requestand after such request, the Loan is subject to the Terms and Conditions of the Loan Agreement, Noteand Pledge. Additionally, the results of the loan modeling tool are subject to change and may not berelied upon in all cases to be in final form.Investment InformationInvestment information provided by 401K PROVIDER websites or other 401K PROVIDER-sponsoredsources is not an offer to sell or a solicitation of an offer to buy any security, nor shall any such securitybe offered or sold to any person, in any jurisdiction in which such offer, solicitation, purchase or salemay not lawfully be made.Unitized Account Management (UAM)At 401K PROVIDER'S discretion, the Licensee may add a unitized pooled investment to the Licensee'splan. Licensee shall maintain a written agreement with the UAM provider(s) and other third-partiesassociated with the management of pooled investment(s). Licensee agrees to reimburse 401KPROVIDER for expenses incurred to correct or re-process records or reports because of errors causedby the UMA provider or other third-parties involved in the management of the UMA.WarrantiesFor the duration of the current license term, 401K PROVIDER warrants to Licensee only that theSoftware shall perform consistent with the published specifications. 401K PROVIDER'S sole obligationand liability under this warranty shall be to correct any defects in the Software, in a reasonable time,to perform in accordance with the published specifications therefore. Any modifications, maintenanceor other changes to the Software by the Licensee or its agents and employees shall void this warrantybut not the exclusions and waivers of warranties contained herein. 401K PROVIDER does not warrantthat the Software will meet Licensee's requirements or that its use will be uninterrupted or error-free.In the event that 401K PROVIDER fails to remedy defects in the Software, Licensee's sole remedyshall be to receive a refund of the current year's license fees for the Software (not including any plancustomization fee paid by Licensee). 401K PROVIDER warrants to Licensee that during the Term ofthis Agreement 401K PROVIDER will use diligent efforts to provide availability to licensed users of itsWeb-Based Software. Licensee of Web-Based Software understands that website availability may beadversely affected by various conditions including, but not limited to, electrical interference, weather,acts of God or governmental authority, failure of equipment, and User error and the failure of otherequipment, such as switches, routers and telecommunications devices not owned or controlled by401K PROVIDER. Licensee of Web-Based Software understands that periodic website serviceinterruptions may be necessary to perform maintenance on third party networks and facilities, andthat, therefore, 401K PROVIDER cannot guarantee the availability of the Web-Based Software at alltimes and under all circumstances.Defined Contribution Prototype 5-2017pg 11 of 115 - 06.08.17

Disclaimer of WarrantiesExcept for the foregoing limited warranty, the Software is provided "AS IS." The entire risk as to thequality and performance of the Software is with Licensee. 401K PROVIDER, to the maximum extentpermitted by applicable law, disclaims all other representations and warranties, express or implied,regarding the Software, including its fitness for a particular purpose, quality, accuracy, merchantabilityand non-infringement. 401K PROVIDER does not represent or warrant that the Software is free frombugs, errors or other program limitations.401K PROVIDER has no control over Licensee's use of the Software, and 401K PROVIDER does notand cannot warrant the performance or results that may be obtained by its use. 401K PROVIDER doesnot represent, warrant, or guarantee the accuracy and timeliness of the data or information containedin the Software and shall have no liability of any kind whatsoever to Licensee, or to any other party, onaccount of any inaccuracies in or unseemliness of the data or information. Nor does 401K PROVIDERhave any obligations to Licensee to correct such data or information or any errors contained in theSoftware. Various information in the Software constantly changes, and the information may not becurrent or accurate. The Software should not be used without confirming research from other sources,obtaining up-to-date information, and separate analysis by the Licensee of his or her own particularinvestment or tax situation or record keeping application. The Software does not recommend orendorse any specific investment or any particular mutual fund, nor does the Software offer specifictax, legal or investment advice or strategies. 401K PROVIDER is not a financial advisor and should notbe considered as such. Licensee is strongly advised to consult with a professional tax and/orinvestment advisor before establishing or investing on behalf of a 401(k) or any other retirementsavings plan.Neither this nor any other agreement shall relieve Licensee or other designated fiduciaries or otherresponsible persons providing services to the plan of any of the responsibilities or liabilities specifiedin E.R.I.S.A. or the Internal Revenue Code of 1954, as amended from time to time. 401K PROVIDERshall not, at any time, under this Agreement or otherwise, act in any capacity that is or may beconstrued to be that of a fiduciary or investment counselor to Licensee's plan. Nothing containedherein shall be construed so as to render 401K PROVIDER the Plan Administrator or Trustee.Some states do not allow the exclusion of implied warranties, so the above exclusions may not applyto Licensee. In that event, any implied warranties are limited in duration to ten (10) days from the dateof purchase of the Software. However, some states do not allow a limitation on how long an impliedwarranty lasts, so the above limitation may not apply to Licensee.Limitation of Liability & DamagesIN NO EVENT SHALL 401K PROVIDER, ITS SUPPLIERS OR ITS DISTRIBUTORS BE LIABLE FOR ANYINDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGE, INCLUDING WITHOUT LIMITATION,LOSS OF DATA, LOST PROFITS OR COST OF COVER ARISING FROM THE USE OF THE SOFTWARE ORDefined Contribution Prototype 5-2017pg 12 of 115 - 06.08.17

ANY DEFECT IN THE SOFTWARE, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY. THISLIMITATION SHALL APPLY EVEN IF 401K PROVIDER, ITS SUPPLIERS OR ITS DISTRIBUTORS SHALLHAVE BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH DAMAGE. IN PARTICULAR BUT WITHOUTLIMITATION, 401K PROVIDER, ITS SUPPLIERS AND ITS DISTRIBUTORS SHALL HAVE NO LIABILITY FORTHE LOSS OF ANY INFORMATION STORED IN OR USED WITH THE SOFTWARE.THE MAXIMUM AGGREGATE LIABILITY OF 401K PROVIDER AND ITS SUPPLIERS FOR ANY CLAIMARISING OUT OF USE OF THE SOFTWARE OR ANY DEFECT IN THE SOFTWARE, ON ANY AND ALLTHEORIES OF LIABILITY, INCLUDING WITHOUT LIMITATION NEGLIGENCE BY 401K PROVIDER, SHALL INALL EVENTS BE LIMITED TO RETURN OF THE AMOUNTS ACTUALLY PAID AS THE CURRENT YEAR'SLICENSE FEES.U.S. Government Restricted RightsThe Software is subject to the DOD FAR Supplement and is "commercial computer software." Use,duplication or disclosure of the Software is subject to the licensing restrictions set forth in thisAgreement. The Software is subject to the Federal Acquisition Regulations as "restricted computersoftware" and its use, duplication and disclosure shall be subject to the restrictions in FAR 52.227-14.MiscellaneousLicensee acknowledges that this Agreement is a complete statement of the agreement betweenLicensee and 401K PROVIDER, and that there are no other prior or contemporaneous understandings,promises, representations, or descriptions, regarding the Software. This Agreement does not limit anyrights or remedies that 401K PROVIDER may have under trade secret, trademark, and copyright,patent or other related intellectual property laws. Representatives of 401K PROVIDER are notauthorized to make modifications to this Agreement, or to make any additional representations,commitments or warranties binding on 401K PROVIDER. Accordingly, such additional statements arenot binding on 401K PROVIDER and Licensee should not rely upon such statements. The 401kPROVIDER reserves the right to change the terms, fees, and product and service offerings described inthis Agreement without prior notice to User. The validity and performance of this Agreement shall begoverned by California law (without reference to choice of law principles) and all applicable Federallaws. This Agreement is deemed entered into at Los Angeles, California, and shall be constructed as toits fair meaning and not strictly for or against either party. Any resolution of a dispute arising out of orin connection with this Agreement may only be resolved in Los Angeles, California.Payment of InvoicesInvoices presented by 401k PROVIDER to a Licensee User for services, or pending services, are dueand payable upon receipt. 401k PROVIDER retains the right under this Agreement to suspend servicesuntil invoices are paid in full.Effective Term of AgreementDefined Contribution Prototype 5-2017pg 13 of 115 - 06.08.17

This Agreement shall continue in effect for a period ending on the last day of the effective calendaryear this Agreement was entered into. 401k PROVIDER reserves the right to change fees, terms,conditions, and product offerings. 401K PROVIDER reserves the right to adjust fees and suspendservices without breaching or terminating this Agreement if Licensee fails to pay invoiced fees inaccordance with this Agreement. 401K PROVIDER may terminate this Agreement if Licensee breachesthis Agreement.Promotion & Marketing401K PROVIDER reserves the right to use Licensee's business name, city and state in marketingliterature and materials used in promoting 401K PROVIDER products and services.Mediation & ArbitrationIf a dispute (excluding copyright, patent, or trademark, or other intellectual rights infringement claims)arises from or relates to this Agreement or the breach thereof, and if the dispute cannot be settledthrough direct discussions, the parties agree to endeavor first to settle the dispute by mediation in LosAngeles, California, administered by the American Arbitration Association under its CommercialMediation Rules before resorting to arbitration. Any unresolved controversy or claim (excludingcopyright, patent, or trademark infringement claims) arising under this Agreement or its breach,including but not limited to any controversy concerning the meaning or interpretation of any provisionof this Agreement or controversies arising from possible errors or omissions on the part of 401KPROVIDER or its agents or suppliers shall be decided by binding arbitration administered by theAmerican Arbitration Association in accordance with its Commercial Arbitration Rules, and judgmenton the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. Theplace of arbitration shall be Los Angeles, California. Any such controversy or claim shall be arbitratedon an individual basis and shall not be consolidated i

401K PROVIDER hereby grants to Licensee a non-exclusive, non-transferable license to access, load and execute the Software on a computer under Licensee's control for the duration of the calendar year, ending December 31. st, in which Licensee pays the annual license fee for the Software.