PeakOne Administration 12/5/2023

© Peak One Administration 2016 7 (b)Client expressly directs PSP to pay any fee, cost or charge then due to the PSP prior to application of funds to payment of claims or any other costs arising out of any Benefit Plan or subject matter of this Agreement. Client specifically directs that all funds provided to PSP under this Agreement will be disbursed in the following order: First to pay PSP Service Charges and fees, costs and related expenses incurred by PSP and second, to pay benefit claims arising under the respective Benefit Plan. (c)Section 5.12 notwithstanding, PSP may change the Service Charges for any reason at the beginning of each twelve (12)-month period beginning with the Effective Date set forth in Article 1.1 of this Agreement, provided that PSP notifies Client of such changes at least thirty (30) days before the beginning of such twelve (12)-month period. In addition, PSP may revise the Service Charges during the twelve (12)-month period, upon thirty (30) days prior written notice to Client, if changes to the Benefit Plans are made (regardless of the reason) that materially revise the nature or volume of the services contemplated by this Agreement. (d)Service charges will be assessed for any month during which services are performed or suspended pursuant to Section 5.9. (e)Interest will accrue on Service charges that have not been paid within thirty (30) days of the invoice date at the lesser of an interest rate of twelve percent (12%) annually, or the maximum interest rate permitted under applicable law. As part of its service fee, PSP will be entitled to retain any interest earned on funds held by PSP on Client’s behalf in accordance with the terms of this Agreement. 4.2 Payment of Charges All amounts due under this Agreement will be determined by PSP and billed to Client monthly, except as otherwise agreed by the Client and PSP, or as otherwise set forth in the Services Appendices. In addition to the Service Charges payable to PSP under this Agreement, Client will promptly pay PSP for any costs or expenses incurred by PSP related to (a)Client’s failure to sufficiently fund claims, and/or (b) collection of amounts due PSP. For example, PSP may deduct the applicable Service Charges from any bank account that the Client is required to establish and maintain in accordance with this Agreement. All service charges are due on the date set forth in the invoice. ARTICLE V. GENERAL PROVISIONS 5.1 Provisional Payment PSP may transmit credit entries through ACH. A credit given by the Receiving Depository Financial Institution (“RDFI”) to the Client is provisional until the RDFI has received final settlement through a Federal Reserve Bank or has received payment as provided under Section 4A-403(a) of the Uniform Commercial Code. If the RDFI does not receive such payment for the credit entry, the RDFI is entitled to a refund from the Client in the amount of the credit to the Client’s account, and PSP will not be considered to have paid the amount of the credit entry to Client. The rights and obligations of the parties pertaining to ACH transactions will be governed by and construed in accordance with the laws of the State of Idaho, without giving effect to any conflicts of law principles. 5.2 Limitation on Damages EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE MAXIMUM TOTAL LIABILITY OF ONE PARTY HERETO TO THE OTHER PARTY HERETO WILL BE LIMITED TO DIRECT MONEY DAMAGES IN AN AMOUNT NOT TO EXCEED THE LESSER OF: (A) THE TOTAL AMOUNT PAID BY CLIENT FOR THE DEFECTIVE SERVICE CAUSING THE DAMAGE DURING THE TWELVE (12)MONTHS IMMEDIATELY PRECEDING THE LOSS; OR (B) $10,000. THIS REMEDY IS SUCH PARTY’S SOLE AND EXCLUSIVE REMEDY. NEITHER PARTY HERETO WILL BE RESPONSIBLE FOR ANY SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, PENALTIES OR TAXES EVEN IF SUCH PARTY HAS KNOWLEDGE OF THE POSSIBILITY OF SUCH POTENTIAL LOSS OR DAMAGE. NEITHER PARTY WILL NOT BE RESPONSIBLE FOR FAILURE TO PROVIDE SERVICES IF DUE TO ANY CAUSE OR CONDITION BEYOND THE REASONABLE CONTROL OF SUCH PARTY.