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Payroll Services Addendum

‍THIS PAYROLL SERVICES ADDENDUM (the “Addendum”), is entered into by and between Extreme Reach, Inc. and its Affiliates, a Delaware corporation (“XR” or “Party”), located at 66 Hudson Boulevard East, Suite 2110, New York, New York 10001, and the Customer listed in the applicable Order Form ("Customer" or "Party") and explicitly modifies the Platform Terms and Conditions (the “Terms”) entered into between the Parties. If there is any inconsistency between the terms of this Addendum and the Terms with respect to the services hereunder, the terms of this Addendum shall prevail. If there is any inconsistency between the terms of this Addendum and the Order Form with respect to the services hereunder, the terms of the Order Form shall prevail.

  1. Services. Subject to Customer's compliance with the Terms and this Addendum and timely payment of the applicable invoices, XR will provide services to Customer, on a non-exclusive basis, to serve as the Employer of Record, solely for the limited purpose of providing payroll and certain administrative functions as detailed herein, for various actors, performers, production staff and/or event workers (“Payees”) utilized by Customer in connection with the production of film, television, web, mobile, gaming, advertising content and/or live events (“Productions”). XR will process wages and non-wage compensation, withholding all applicable federal, state and local employment taxes, including FICA, Medicare and unemployment insurance remittances, and union and benefit plan contributions, and will submit new hire reporting associated with such payments, in accordance with all federal and state requirements. XR will be responsible for maintaining workers’ compensation insurance consistent with the requirements of each state and administering all workers’ compensation and/or unemployment claims brought by Payees.
  2. Roles. The parties expressly agree that XR explicitly shall not be a "Common Law Employer" with respect to Payees. The parties understand and agree that XR will maintain no control whatsoever over hiring, firing, workplace conditions, or supervision over the manner and means by which Payees perform services.
  3. Surviving Terms Post-Termination. Sections 4 (Rates and Payment Terms), 7 (Customer Obligations and Warranties), 12 (Indemnification).
  4. Rates and Payment Terms. Rates are detailed in the Rate Card attached as Attachment A to the Order Form. Any applicable shipping or wiring charges are Customer’s responsibility and are set forth in the Rate Card.
    1. Payroll Invoices Payment Terms: as detailed in the Order Form.
    2. If payment is delinquent by more than five (5) business days, payments will not be released to Payees until the account becomes current. Any amounts remaining past due more than fifteen (15) days will bear interest at the rate of one and a half percent (1.5%) per month, compounded on a monthly basis.
    3. Checks returned unpaid from Customer’s bank will be subject to a one-time late payment charge of three percent (3%), which the Parties agree is a fair estimation of the costs to offset additional work required by XR.
    4. In the event that Customer requires Purchase Orders or other documentation in order to process payment, it is Customer's responsibility to ensure that such documentation is submitted to XR with sufficient time for XR to provide such documentation back to Customer in a timely manner. If Customer fails to submit such documentation in a timely manner, it waives any requirement that such documentation be processed prior to payment of invoices and/or will be liable for associated late wage penalties.
  5. Tax Status.
    1. Employees. Except as detailed below in Section 5(b), Payees will be classified as “Employees” for tax and payroll purposes. Customer agrees to pay to XR, in addition to the gross wages of such Payees and any other amounts due under this Addendum with respect to such Payees, a sum as set forth in the Rate Card from which XR will pay all applicable federal, state and local employment taxes, costs, and payroll-related insurance premiums.
    2. Incorporated Payees. Unless Customer directs otherwise, all Payees engaged through qualified loan-out corporations will be classified as “Incorporated Payees” for tax and payroll purposes. To the extent permitted by law, XR will not withhold federal, state or local employment, FICA, Medicare or other taxes and will not collect or remit any federal, state or local employment taxes for those classified as Incorporated Payees. Customer agrees to pay to XR, in addition to the gross amount paid to such Incorporated Payees and any other amounts due under this Addendum, a sum as set forth in the Rate Card from which XR will pay workers’ compensation insurance premiums.
  6. Tax and Workers’ Compensation Rates. Rates for taxes and workers’ compensation insurance are published by XR at the end of each calendar year. These rates are subject to adjustment in accordance with XR’s published rate.
  7. Customer Obligations and Warranties.
    1. Customer agrees it is responsible for timely and accurately delivering to XR all funds, materials and documentation required to complete payments to or on behalf of Payees, including but not limited to Payee contracts and start forms, time records, federal, state and local tax forms (e.g., W-4, W-9, or W-8 forms), I9s, passports, work visas and Production Reports, and wiring instructions and documentation, as applicable. Subject to receiving all such applicable materials, documentation and funds, XR shall be solely responsible for and agrees to timely generate the required Payee payments.
    2. Customer agrees to submit, verify and sign (if applicable) all payroll transmittals, timecards, and wage data to XR in sufficient time prior to the actual pay date, given the volume and complexity of the particular production. If Customer is using any of XR’s Hours to Gross (HTG) systems, time and wage verification can be accomplished through the HTG digital approval process. Customer will keep and maintain accurate and complete records concerning Payees’ employment, and will furnish to XR such information concerning the work records, hours of service and other information with respect to Payees as XR shall reasonably require in order to comply with various legal and/or union requirements.
    3. Customer shall be solely liable for any fines, interest, or other penalties resulting from any failure to provide to XR all required information, materials and documentation, or payments in a timely and accurate manner. XR shall be solely responsible for any fines, interest or other penalties to the extent resulting from any act or omission by XR, and not as a result of Customer’s failure to otherwise abide by its obligations under this Addendum.
    4. Customer shall be fully responsible for and shall supervise all activities of Payees at the Production site, ensuring compliance with all applicable labor, employment and privacy laws, required notices, and applicable union rules. Customer is solely responsible for the verification of U.S. employment eligibility of all Payees, including, but not limited to, use of E-verify and collection of properly completed I9s, as required by federal or state law.
    5. Customer will immediately report to XR all accidents and injuries to Payees. Customer will further report accidents and injuries to OSHA to the extent required by law.
    6. Customer will notify XR when Customer is using any Payees who are minors (i.e. under eighteen years of age) on any Production, and provide, as applicable, copies of the proper permits and trust account documentation. Customer will be solely responsible for any claims, liabilities or additional payments, including claims for deposit to trust accounts pursuant to any relevant laws or regulations for minors working in the entertainment industry that result of Customer’s failure to comply with this paragraph.
  8. Hazardous Activity. Customer will provide not less than five (5) days’ prior notice to XR of any Production involving stunts or any type of special hazards (“Hazardous Activity”). XR may request additional information or that additional safeguards be put in place for the Hazardous Activity or may refuse to provide services for such Production. XR may, based upon the details of the Hazardous Activity, request an increase in the workers’ compensation rate. If XR and Customer cannot in good faith reach an agreement on the workers’ compensation rate, applicable safeguards, or do not receive five (5) days’ prior notice of the Hazardous Activity, XR may then decline to act on behalf of Customer for the Production.
  9. Sanctions Compliance. Customer hereby warrants that, with respect to Payees, it will comply with all applicable economic sanctions, export control, and anti-boycott laws and regulations of the United States and all other applicable jurisdictions in its requests for services under this Addendum, including but not limited to the economic sanctions programs administered by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”). Customer represents and warrants that no Payee is included on any of the restricted party lists maintained by the U.S. Government, or any of its various departments.
  1. Indemnification
    1. Customer agrees to indemnify hold harmless, and upon request defend, XR, and its respective parent, subsidiary and affiliated entities and each of their respective officers, directors, shareholders, employees, agents and assigns, from and against any and all claims, actions, demands, awards of damages, administrative complaints or charges, fines, penalties, taxes, assessments, amounts paid in settlement or other loss or expense, including reasonable attorney’s fees and costs of defense, to the extent incurred by XR as a result of (i) Customer’s breach or violation of any clause, condition, representation, warranty or provision of this Addendum, (ii) Customer’s engagement of Payees, (iii) Customer’s gross negligence and/or willful misconduct with respect to this Addendum, (iv) inaccurate or fraudulent information provided to XR, (v) XR’s status as Employer of Record with respect to any Payees employed by Customer under this Addendum, except to the extent that any such claim shall relate to XR’s default hereunder or gross negligence or willful misconduct with respect thereto, (vi) any act or omission on the part of any Payees while acting within the scope of their employment or duties for Customer or its agents, (vii) Customer’s failure to comply with all OSHA requirements, (viii) an individual being incorrectly classified as an independent contractor where Customer has instructed XR to pay such worker as an independent contractor, and (ix) any Hazardous Activity (except to the extent such claims are covered by workers’ compensation insurance) that may arise out of the hazardous nature of a production, as described in Section 8. Customer’s indemnification obligation pursuant to this paragraph shall survive termination of this Addendum and/or the Order Form.
    2. XR agrees to indemnify, defend and hold harmless Customer, and its parent, subsidiary and affiliated entities and each of their respective officers, directors, shareholders, employees, agents and assigns, from and against any and all claims, actions, demands, awards of damages, administrative complaints or charges, fines, penalties, taxes, assessments, amounts paid in settlement or other loss or expense, including reasonable attorney’s fees and costs of defense, to the extent incurred by Customer as a result of (i) any breach or violation by XR of any clause, condition, representation, warranty, or provision of this Addendum, (ii) XR’s failure to maintain the workers’ compensation insurance lawfully required under state law covering Payees, (iii) any failure to comply with all applicable federal, state and local laws and regulations relevant to the delivery of Services (provided such failure was not a result of Customer’s wrongful act or omission), or (iv) XR’s gross negligence and/or willful misconduct with respect to this Addendum. XR’s indemnification obligation pursuant to this paragraph shall survive termination of this Addendum and/or the Order Form.
  2. Credits. At Customer’s discretion, “Payroll services provided by SpotlightXR” may be added to the credits of a Production. Logo artwork is available upon request.

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