Effective Date: January 20, 2011

Date of Posting: January 3,2011

1- Definitions: In this document, terms “We”, “Us”, “Our” are meant to refer to Paydp or Paycentra. Alternatively, terms “You”, and "Your” refer to the clients of Paydp and Paycentra.

2- This is a legal contract: This set of “Terms of Use” is a legal contract which defines the relationship between you and us. You understand and agree that this document will be the used in case of disputes in whether in a court of law, arbitration, mediation or any other method of dispute resolution.

3- Services: PayDP & Paycentra are the two registered dba’s of Payroll500, Inc. We offer accounting, payroll and tax services for our clients. We utilize and offer our services partially via our website and partially via expertise of our professional staff. You as our client agree to the terms of conditions of this document.

4- Use: By using this site, either directly or indirectly, you agree to accept and be bound by the terms of this agreement as described here and as may be changes from time to time.

5- Fees: You can see and monitor our fees charged to you by logging in to our website and visiting “My Fees” link of your dashboard. Your direct or indirect use of our system you declare your acceptance of the fees.

6- Drafting the fees from your account: You understand and agree that we will draft the fees you owe for the services rendered, directly from your bank account. We have the option of presenting these drafts to you bank for payment in either check form or electronic transfer. You understand and agree that such decision is made at the sole discretion of our management.

7-Payroll Taxes: There are two methods by which payroll taxes can be paid. First is when taxes are paid to appropriate government agencies directly from your account. Second method is when taxes are impounded by us, deposited into our “Client Trust Account” (CTA), then transferred to appropriate government agencies when due. The choice of which method is yours.

8- Direct Deposit: If you opt to use our Direct Deposit service (DD), then you also have the choice of one of two methods. First is when DD funds are paid to your employees a directly from your account. Second method is when taxes are impounded by us, deposited into our “Client Trust Account” (CTA-DD) then transferred to the accounts of your employees. The choice of which method to use is yours. To be approved for DD, we may require credit check on your company and/or owners of the company. Some additional paperwork may be required to be approved for DD. You understand that there will be a 2 business day delay for funds to be received by your employees. As an example, if you want your employees to received their payroll funds by Friday, you must submit the payroll data to us by no later than noon Wednesday of the same week. This period is extended in case of holidays and bank closures. If you opt to use our CTA format for DD, then it is required that you also use the CTA method of tax payment as well.

9- Deadline for Scheduling Payroll: Deadline for scheduling payroll which is to be delivered is 12 noon the day before check date. Mode and cost of delivery may greatly vary depending on the length of time that is given to us for delivery of paychecks and corresponding reports. Cost of overnight delivery is naturally higher than cost of regular delivery.

10- Payment Priority: Our fees take precedence over payment of your taxes. To this end, you understand, agree and accept that if you fail to pay our fees on time and in full, we may, at our sole discretion, transfer part or all of your CTA funds on deposit with us to cover our fees prior to payment of your taxes. You agree that in such cases you will become solely responsible for securing additional funds to pay your taxes on a timely fashion. In such even, you release us ofall liabilities regarding non-payment of tax and any associated interests and penalties that may be assessed against you or your business.

11- NSF Fees: If any draft issued by us for the purposes of either paying our fees or impounding and paying your taxes is not honored by your bank for any reason other than our fault, then you agree to pay us an NSF fee of $35.00 per returned item to cover our bank charges and administrative fees.

12- Disputes: You agree that all disputes will be resolved through Precinct 4 of Travis County, Texas Courts.

13- Interruption or Cancellation of Service by us: We may decide to temporarily interrupt or permanently cancel providing services to you. Such interruptions or cancelations are typically due to non-payment of fees. However, other adverse conditions could result in our decision to permanently cancel providing services to you.

14- Cancellation of Service by you: You may cancel your services at any time and for any reason.If you decide to cancel receiving services from us, you understand and accept that no further services shall be rendered by us effective the date you have informed us of your decision to cancel. Your access to our website may be terminated and any additional services after cancellation must be prepaid by you.

15- Refund of CTA funds: In case of cancelation of services by either party, we shall refund to you the balance of your CTA funds on deposit with us. Such balance shall be calculated by deduct any funds you may owe us and then refund the balance. Excess CTA funds will be refunded to you within 30 days of the date of cancelation of service by either party. Alternatively, you may bring your account’s owing balance to zero by paying your balance and receive full refund of your CTA funds.

16- Limitation of our liability: Liability of Paydp and/or Paycentra is limited to the following a. In case interest charges and/or penalties are assessed against you by the IRS or other b. In any case and under all conditions, you agree and accept that our liability is limited to government agencies, and if such errors are solely result of our mistakes, then we will accept to be responsible for such additional interest and penalty charges. However you understand and accept to remain financially responsible for the payment of the actual taxes.the refund of the fees you actually paid for the event and the period where the actual error cause by us occurred.

17- Responsibility to report Tax and Insurance Rate Changes: You agree and accept that you shall remain the sole responsible party to inform us of any tax rate changes, Workers Compensation rate changes and any other applicable rate changes. You accept to be responsible for informing us of such changes in a timely manner and in writing. Alternatively, you may affect such record such changes directly by logging into your account and inputting them in appropriate fields of your company profile.

18- Shortage of CTA Funds: You agree and accept to be ultimately responsible for your own taxes. If at any time and for any reason, including calculation errors by us or our software, you owe more taxes than have been collected from you by us, you give irrevocable authorization to us to draft any such shortages in order to submit them to the appropriate government agencies.

19- Personal Guaranty: You agree and accept to be personally liable for payment of all CTA funds for taxes and DD if such funds become uncollectable from your company.

20- Electronic Records: We, at our sole discretion, may decide to keep your accounting, payroll, tax and other records in electronic or magnetic format. You agree and accept that such storage of documents is adequate and represents true copy of the original documents.

21- Fees for production of copies: We will provide you with one copy of any document we produce for you. This includes payroll reports, Profit & Loss statements, Sale and expense reports, Tax returns and more. You acknowledge your understanding that there may be additional fees for additional copies of any documents. You agree to pay reasonable fees for such additional copies.

22- Acts of God: You agree and accept that neither party is responsible for any losses or damages to the other party if such losses are caused by events beyond the control of the party.

23- Only Agreement: This document is the only agreement governing the business and legal relationship between you and us. Any other agreements or addendums are valid only if they are in writing and are duly and properly executed by both you and us. Only executive members of our management can execute agreements. No other agreements exist and verbal agreements are not binding on either party.

24- Collections: In case legal or quasi-legal action becomes necessary to collect fees you owe, you agree and accept to be financially responsible for all actual and reasonable costs of collections.Such costs may include but not limited to court filing fees, attorney fees, collections surcharges, costs of litigation, arbitration or meditation, and all reasonable associated costs.

25- Severability: If any part of this agreement is deemed unenforceable or illegal by any court of law, that ruling shall not render the rest of this agreement invalid. The remainder of this agreement shall remain in full force.

26- Paragraph Headings: Paragraph headings are only for reference and do not convey any meaning regarding the contents of the paragraphs they reference.

27- Changes and Modifications: We may decide to change modify, add to or delete from any portion of our terms of use. In such cases, we shall post these changes to the “Terms of Use” link of our website. You agree that such posting by us is sufficient mode of communication to you and no further communication shall be necessary.