Payroll Services Terms

THESE PAYROLL SERVICES TERMS (THE “TERMS”) GOVERN TRACK C INCORPORATED’S (“GREENROOM”) PROVISION, AND CUSTOMER’S USE, OF GREENROOM SERVICES, AS SET FORTH HEREIN. CAPITALIZED TERMS HAVE THE DEFINITIONS SET FORTH HEREIN. GREENROOM AND CUSTOMER MAY BE REFERRED TO HEREIN INDIVIDUALLY AS A “PARTY” AND COLLECTIVELY AS THE “PARTIES”. THESE TERMS SUPPLEMENT, AND ARE INCORPORATED INTO, THE GREENROOM TERMS OF SERVICE. IN THE EVENT OF A CONFLICT BETWEEN, THE GREENROOM TERMS OF SERVICE AND THESE TERMS, THESE TERMS GOVERN WITH RESPECT TO THE MATTERS CONTEMPLATED HEREBY.

BY ACCEPTING THESE TERMS BY CLICKING A BOX INDICATING ACCEPTANCE, CUSTOMER AGREES TO BE BOUND BY THESE TERMS. IF THE INDIVIDUAL ACCEPTING THESE TERMS IS ACCEPTING ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, SUCH INDIVIDUAL REPRESENTS THAT THEY HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS, IN WHICH CASE THE TERM “CUSTOMER” SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF THE INDIVIDUAL ACCEPTING THESE TERMS DOES NOT HAVE SUCH AUTHORITY, OR DOES NOT AGREE WITH THESE TERMS, SUCH INDIVIDUAL MUST NOT ACCEPT THESE TERMS AND MAY NOT USE THE SERVICES.

IN THE EVENT OF ANY CHANGES TO THE SERVICES, CUSTOMER SHALL BE NOTIFIED THEREOF AND BE REQUIRED TO REVIEW AND ACCEPT UPDATES TO THESE TERMS, WHICH SHALL BE BINDING UPON CUSTOMER UPON SUCH ACCEPTANCE. GREENROOM SHALL MAINTAIN AUDIT LOGS, ACCEPTANCE RECORDS, TIMESTAMPS, IP/DEVICE METADATA, AND VERSION RECORDS IN THE ORDINARY COURSE OF BUSINESS AS EVIDENCE OF ACCEPTANCE AND AUTHORIZATION.

WHEREAS, Greenroom provides a software-enabled payroll workflow and coordination platform (the “Platform”) to the entertainment production industry, pursuant to which Greenroom facilitates performance of the payroll, accounting and human resources services and functions further set forth herein (the “Services”);

WHEREAS, Customer wishes to obtain the Services from Greenroom, and Greenroom wishes to provide the Services to Customer, in each case, upon the terms and conditions below.

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. DEFINITIONS

1. 1.1.“Affiliate(s)” means any legal entity that is owned by a Party, owns a Party, or is under common control with a Party. “Control” means the possession, direct or indirect, of the power to direct management and policies of a party, whether through ownership of voting securities, contract, or otherwise; once such Control ceases, the affected entity will no longer qualify as an Affiliate.
2. 1.2.“Affordable Health Care Act” or “ACA” means the Patient Protection and Affordable Care Act enacted in March 2010, as amended.
3. 1.3.“Applicable Laws” means all applicable local, state, federal, and foreign laws, statutes, codes, ordinances, rules, regulations, court orders, and other official releases of any government or authority (including laws regarding privacy and consumer protection).
4. 1.4.“Collective Bargaining Agreements” or “CBAs” means those agreements under which unions, guilds, and other like organizations operate, create, and enforce rules and regulations for the benefit of their members.
5. 1.5.“Common Law Employer” or “CLE” means Customer or the legal entity designated by Customer having the common law employment obligations for the Employees, including hiring, termination, supervision, direction, and control.
6. 1.6.“Confidential Information” means any non-public or confidential information, material, applications, procedures, or techniques, whether oral, written, or recorded, furnished by or on behalf of a Party (“Disclosing Party”) to the other Party (“Receiving Party”), including trade secrets, research and development projects, systems, programs, accounting methods, payroll computer programs, intellectual property, business plans, products, patent applications, trademarks, customer lists, suppliers, policies, processes, formulas, techniques, and know-how. Any non-public information related to the Disclosing Party’s operations will be considered Confidential Information unless otherwise designated. These Terms are Confidential Information of both Parties.
7. 1.7.“Customer” means, in the case of an individual accepting these Terms on behalf of a company or other legal entity, the company or other legal entity for which such individual is accepting these Terms.
8. 1.8.“Employees” means all persons or personnel working and/or performing services for Customer.
9. 1.9.“Employment Records” means employment records and other data or materials (whether paper or electronic) including job classifications, rates of pay, hours worked and/or on standby, deal memoranda, start forms, W-4 Forms, I-9 Forms, timecards, applicable union CBAs, call sheets, production reports, and any other forms related to Employees in connection with the Services.
10. 1.10.“Fees” means the fees charged by Greenroom to be paid by Customer for the Services as communicated by Greenroom to Customer from time to time.
11. 1.11.“Production” means a production of a theatrical work or audio-visual work by or on behalf of Customer that is subject to these Terms.
12. 1.12.“Term” means the period commencing on the Effective Date and continuing until Customer’s use of the Services is terminated in accordance herewith.
13. 1.13.“Trust Funds” means various trust funds established under CBAs providing for health benefits, pension benefits, annuity benefits, and administrative, apprenticeship, and/or training services to which contributions may be required pursuant to contribution formulas established by applicable CBAs.

2. SERVICES

Subject to these Terms, Greenroom hereby grants Customer the right and license to access the Platform. Through the Platform, Greenroom shall facilitate performance of the following Services:

2.1. Payroll Processing

1. 2.1.1.Customer engages and authorizes Greenroom to provide payroll workflow and coordination services (the “Payroll Services”) to Customer for the Production(s). The Payroll Services will be based on the Employment Records prepared and submitted by Customer. Employment Records received from Customer will be deemed authorized and approved for use in payroll processing.
2. 2.1.2.Customer and Greenroom agree that some payroll-related payments and deductions are employer-related and some are employee-related. Customer is fully responsible for ensuring accuracy of its Employment Records and payroll information submitted to Greenroom, and Greenroom has no obligation to verify the accuracy of such information and no liability for any inaccuracies in such information.
3. 2.1.3.Customer hereby grants to Greenroom a non-exclusive, worldwide, royalty-free, perpetual, irrevocable, transferable license to use, copy, store, transmit, modify, create derivative works of, disclose, and otherwise display and handle data and information provided to Greenroom in connection with the Services as necessary: (i) to provide, maintain, secure, support, and improve the Services; (ii) to address service, security, or technical issues; (iii) to comply with Applicable Laws and legal, tax, payroll, audit, union, and recordkeeping obligations; (iv) to maintain payee accounts, profiles, payment history, tax form access, and related records, including where such payees are engaged by other Greenroom customers; and (v) to create and use aggregated, anonymized, or de-identified data.
4. 2.1.4.Based on the Employment Records and instructions supplied by or on behalf of Customer, including approved payroll reports, and subject to Customer’s timely compliance with its obligations hereunder, Greenroom shall facilitate the calculation, processing, deduction, remitting, and payment of all wages, allowances, penalties, fees, dues, garnishments, agent commission deductions, contributions for minors, fringe benefits, Trust Fund contributions, health plan contributions, and other similar payments. If an Employee or payee communicates a revocation of agent payment authorization directly to Greenroom, Greenroom shall cease processing the applicable deduction and notify Customer promptly. Greenroom will facilitate the calculation and submission of employee withholdings and payroll taxes and related obligations imposed by Applicable Law or union regulations, including Social Security and Medicare taxes, unemployment taxes, workers compensation, and required disability insurance through the Platform and applicable third-party infrastructure providers. Greenroom will also facilitate, through the Platform and applicable third-party infrastructure providers, the preparation and submission of required governmental or union returns and reports, excluding reports related to mandated employer health coverage (including Form 1095-C or other reports required by IRS Sections 6055 and 6056) unless otherwise agreed in writing. Greenroom will process final paychecks for Employees as instructed by Customer.
5. 2.1.5.Greenroom shall facilitate 1099-NEC contractor and loan-out payments; 1099-MISC royalty payments; distributions to Customer’s third-party vendors; and year-end reporting workflows. Greenroom’s facilitation of payment, withholding, tax documentation, and reporting workflows may include additional domestic or foreign payee workflows, including workflows relating to non-U.S. persons, treaty documentation, withholding certificates, and related year-end reporting, if and when made available as part of the Services.

2.2. Taxes and Payroll Deductions

Based on the Employment Records and instructions supplied by or on behalf of Customer, Greenroom will facilitate Employee-authorized payroll deductions for contributions to elected benefits plans. Customer will be responsible for administering such benefits plans. Greenroom will facilitate, through the Platform and applicable third-party infrastructure providers, workflows for the preparation, computation, submission and payment of Employee and employer payroll taxes, and for preparation and submission of legally required payroll tax filings, in each case to the extent supported by the Services and based on payrolls processed through the Platform. Customer is and shall at all times be responsible for the accuracy, completeness, and timeliness of all Employment Records, payroll data, tax account information, authorizations, and approvals required for such workflows.

2.3. EOR

As Customer is and remains the Employer of Record, Greenroom will provide the Services, including facilitating workflows for issuing W-2s and similar documents, and for the preparation and submission of applicable payroll tax returns, under Customer’s Federal Employer Identification Numbers. Customer acknowledges that Greenroom will not undertake any, and Customer will be solely responsible for, all of the common law employment obligations for the Employees, including hiring, termination, supervision, direction, control, and determination of pay. Greenroom is not a joint employer or co-employer of any Employee, and Customer shall remain the sole employer of the Employees for all purposes.

2.4. Workers’ Compensation Insurance

Customer acknowledges and agrees that Greenroom will not provide workers’ compensation insurance coverage for Employees and that Greenroom’s workers’ compensation insurance policy covers only Greenroom’s own employees and not any Employees. Customer must provide its own workers’ compensation insurance coverage for Employees in accordance with Section 12.1 below.

2.5. Reliance on Information

Greenroom and its third-party contractors shall have the right to, and will, rely on all of the information (including Employment Records) submitted by or on behalf of Customer in satisfying its obligations under these Terms. As between the Parties, Customer is solely responsible for the accuracy, completeness, timeliness, worker classification, payment characterization, tax treatment, compensation authorization, and CBA applicability of all submitted payroll data, instructions and any other information. Greenroom will not have any obligation to confirm or verify the accuracy, authenticity, or completeness of any information provided by Customer.

2.6. Loan-Out Entities

Prior to submitting any payroll data or payment instructions to Greenroom relating to any loan-out entities (and related service providers) engaged on a Production, Customer shall obtain from each such entity and service provider a written agreement in a form that includes, among other terms, indemnification of Customer and Greenroom and proof of loan-out entity status (each, a “Loan-Out Agreement”). Customer shall deliver each completed Loan-Out Agreement to Greenroom prior to or concurrently with the first payroll submission relating to the applicable loan-out entity. Greenroom shall have the right, but not the obligation, to approve the form of Loan-Out Agreement used by Customer, and may provide Customer with a template form for such purpose. Greenroom shall have no obligation to process payments to or on behalf of any loan-out entity (or related service provider) unless and until Customer has delivered the applicable Loan-Out Agreement to Greenroom. Greenroom's receipt or acceptance of any Loan-Out Agreement, or its processing of any payments relating to a loan-out entity, shall not constitute approval of the form or content of such Loan-Out Agreement and shall not relieve Customer of any obligation or representation hereunder. Customer represents and warrants that each Loan-Out Agreement delivered to Greenroom contains enforceable indemnification language running to Greenroom in a form sufficient to protect Greenroom against claims arising from the applicable loan-out entity’s status, tax obligations, or misclassification. This Section 2.6 is in addition to, and not a limitation of, Customer’s representations and indemnification obligations hereunder with respect to loan-out entities (and related service providers).

2.7. Ownership

Subject to the limited rights expressly granted hereunder, Greenroom and its licensors reserve all of their right, title and interest in and to the Platform and Services, including all of their related intellectual property rights. No rights are granted to Customer hereunder other than as expressly set forth herein.

2.8. Changes to Services

The Platform and Services are provided solely at the discretion of Greenroom and certain aspects or features of the Platform or Services may be changed, suspended, or canceled at any time.

3. CUSTOMER’S OBLIGATIONS

3.1. Provision of Information

Customer shall promptly provide Greenroom with Employment Records including, without limitation, the classifications, rates of pay, hours guaranteed, deal memos, and/or other information reflecting compensation arrangements differing from and/or in addition to the minimum terms and conditions set forth in any CBAs applicable to each Employee, including all information requested by Greenroom to allow Greenroom to satisfy its due diligence obligations in accordance with Applicable Law. Customer further agrees to provide Greenroom, in a timely manner, with production reports and, to the extent applicable, call sheets, timecards or other records of hours worked or salaries or other compensation due for Employees, and other information needed by Greenroom to process payments for Employees. Forms required by Applicable Law to be completed by individual Employees (including, without limitation, Form W-4 and Form I-9) shall be collected by Greenroom directly from each Employee through Greenroom’s onboarding workflow; provided that Customer shall use commercially reasonable efforts to ensure that each Employee completes such forms through Greenroom's workflow promptly upon engagement. Customer agrees to timely review and approve all payroll data submissions (including, where applicable, call sheets, timecards or other records of hours worked or salaries or other compensation due for Employees) and payroll edits. Employee’s W-4 information provided to Greenroom will be utilized in calculating the Employee’s tax withholdings. In the event a W-4 is not provided, Employee withholdings will be at federal and state default rates.

3.2. Employee Verification

Customer will be solely responsible for verifying each Employee’s legal right to obtain employment in the United States (“U.S.”), including verifying Employees are not identified on any OFAC list. If any Employee is identified as not authorized to work in the U.S., Customer will notify Greenroom within twenty-four (24) hours and will be solely responsible for notifying the affected Employee, completing required documents, and resolving the question of the Employee’s legal right to work. If Greenroom acts as Customer’s agent for E-Verify purposes, Customer will indemnify and hold harmless Greenroom against any liability arising from any Employee’s legal right to work in the U.S.

3.3. Accurate Information

To avoid late payment penalties, Customer must deliver all legally compliant and accurate payroll information to Greenroom, and Customer must approve all payroll reports, per Greenroom deadlines as communicated by Greenroom to Customer, or, for daily Employees whose services have been terminated, immediately upon termination. Customer will be solely responsible for any obligations regarding workers who do not constitute Employees or for any Employees for whom Customer does not timely provide accurate and complete information. Without limiting Customer’s obligations in Section 2.5 (Reliance on Information), Greenroom reserves the right to refuse to process any payroll for which Greenroom determines it has not been provided timely and accurate information to process such payroll in compliance with Applicable Laws. Customer shall be fully liable for any and all damages, claims or costs arising from inaccurate, incomplete, or inconsistent information or untimely Customer-submitted payroll data flows, including, without limitation, any penalties, interest, audits, claims (including third-party claims), reprocessing costs, tax corrections, or other liabilities.

3.4. Employee Acceptance and Control

As between the Parties, Customer will maintain sole authority to hire, supervise, assign, direct, control, set compensation of, and terminate Employees. Day-to-day supervision and direction of Employees will be Customer’s responsibility. Customer will specify and, by notice to Greenroom, determine, accept, modify, terminate, or reject the services and/or compensation of Employees. Customer represents and warrants that: (i) Customer has full control over Employees on the Production; and (ii) Customer will direct and instruct Employees in all aspects necessary to ensure performance of their duties, including hiring, safety, and termination.

3.5. Disclosures and Authorizations

Customer will provide, or allow Greenroom to provide, all disclosures and obtain written authorizations from Customer and Employees as required by Applicable Law, and specified by Greenroom for Customer and Employees to enroll in and use the Services. As required by Applicable Laws, Customer will, or will allow Greenroom to, obtain written authorizations from Employees for the use by Greenroom of Employment Records necessary for or material to the provision of the Services, including without limitation, transmission and disclosure of such Employment Records to (i) any bank for such bank’s use as necessary or convenient, (ii) third-party product partners integrated into Greenroom’s Services at Customer’s election, and (iii) third-party service providers used by Greenroom to perform the Services, and provide Greenroom with evidence of such authorization, reflecting the date, time, content, and validity of the authorization, upon request by Greenroom. The written authorization will include, without limitation, the authorization by Customer and Employees to permit Greenroom and any bank to conduct their respective due diligence on Customer and Employees, in accordance with Applicable Law and their respective policies and procedures in effect from time to time (including, without limitation, customer identification, anti-fraud checks, credit risk analysis, anti-money laundering checks, and U.S. government sanctions checks). Greenroom may obtain payment authorizations directly from Employees/payees (including authorizations directing payment to agents), and such authorizations will be revocable by the Employee/payee by notice to Greenroom. Greenroom’s onboarding will include any disclosures and consent mechanisms required by the Electronic Signatures in Global and National Commerce Act (ESIGN Act) and applicable state electronic transaction laws.

3.6. Communications

Customer will provide, or allow Greenroom to provide, communications to Employees related to the successful or unsuccessful debiting or crediting of funds, reversal of funds, suspected fraud, changes to bank account or other material information, or any other communication required by law or reasonably determined by Greenroom to be necessary for effective operation of the Services.

3.7. Common Law Employer

Customer will provide the name of the CLE entity (if different than Customer) and any other related information (including the CLE’s Federal Employer Identification Number) to enable Greenroom to properly calculate payroll taxes. Customer agrees to designate an entity as the CLE and comply with all CLE obligations required by Applicable Laws, including identifying the correct CLE name, address, and pay period for proper payroll processing. Customer will be solely responsible for any fines, fees, penalties, or assessments made against Customer or Greenroom for Customer’s failure to designate a proper CLE.

3.8. Customer Responsibilities

Customer is solely responsible for any fees, interest, fines, or waiting time penalties assessed for late payments to Employees resulting from Customer’s failure to give Greenroom timely notice of payroll, required information, or late delivery of paychecks, including final checks for terminated Employees.

3.9. Compliance with Applicable Laws

Customer is solely responsible for complying with all Applicable Laws related to its performance under these Terms, including those related to Customer’s role as the CLE, such as record keeping, posting required notices, and preparing legally compliant timecards.

3.10. Employee Benefit Mandates

Customer is solely responsible for compliance with all employer benefit mandates applicable to the Employees, including (i) the employer health coverage mandate under the ACA and Section 4980H of the Internal Revenue Code, and all reporting related thereto; and (ii) any federal, state, or local government-sponsored savings programs for Employees. Greenroom shall have no obligation to monitor, verify, or report on Customer’s compliance with any employer benefit mandate. Customer will be solely responsible for any fines, fees, costs, penalties, or assessments imposed on Customer or Greenroom arising from Customer’s failure to properly comply with any employer benefit mandate. Customer will promptly reimburse Greenroom for any expenses incurred by Greenroom arising from Customer’s failure to comply.

3.11. Payment to Employees

Customer shall timely authorize and fund all wages, taxes, fringe benefits, statutory payments, contributions, deposits, and other payment obligations through the Platform and Greenroom’s applicable third-party infrastructure providers, including but not limited to Check Technologies Inc. (“Check”). Greenroom does not receive, hold, custody, or settle Customer or payee funds except to the extent expressly agreed by the Parties. Customer will reimburse Greenroom for any late claim filing penalties incurred due to Customer’s failure to comply with wage and hour laws, workers’ compensation reporting guidelines, or any other applicable obligations. Customer’s obligation to pay Fees and any other amounts owed to Greenroom under these Terms is unconditional and not subject to setoff, counterclaim, or abatement for any reason. Payment of Fees or other amounts owed to Greenroom will not be conditioned upon receipt by Customer of any payments from any third-party.

3.12. Employee Compensation and Reimbursements

1. 3.12.1.The compensation for Employees will be as set forth in written instructions provided by Customer to Greenroom, including payroll data submissions specifying wages, salaries, and other amounts payable for each Employee in the applicable payroll period (collectively, "Customer Payment Instructions"). Customer will be solely responsible for the accuracy and completeness of all Customer Payment Instructions and for ensuring such instructions are consistent with applicable CBAs or individual agreements. Greenroom shall be entitled to rely on Customer Payment Instructions without independent verification and shall have no liability for errors, underpayments, or overpayments resulting from inaccurate or incomplete Customer Payment Instructions.
2. 3.12.2.At Customer’s request and expense, Greenroom will process reimbursements to Employees for travel, living expenses, per diem payments, and any other reimbursable items required by applicable CBA or individual agreement. Greenroom is processing such reimbursements as an accommodation, and Customer will be solely responsible for all liabilities arising from such payments, including any interest, taxes, penalties, costs, and expenses incurred by Greenroom in connection with any governmental audit.

3.13. Payment of Fees

Customer shall be responsible for the Fees for Services as set forth on Greenroom’s then-current pricing page within the Platform or as otherwise disclosed to Customer in writing before Customer authorizes the applicable Service. Greenroom may modify the Fees from time to time, provided that changes to the Fees will apply prospectively and will not apply to Services already authorized by Customer unless otherwise disclosed to and accepted by Customer. The Fee shall be included as a line item within the Check-facilitated payroll disbursement similar to other vendor/AP payments and is invoiced by Greenroom as a record of the Fee. No other invoicing shall be required. For clarity, Greenroom does not self-authorize or approve its own payments.

3.14. Unions / Guilds

1. 3.14.1.Customer acknowledges that Employees may be within the jurisdiction of CBAs. If so, Customer will: (i) comply with such CBAs and all Applicable Laws relating thereto; and (ii) where applicable, become signatory to the requisite CBA in a timely manner. If Customer is or becomes signatory to any applicable CBA(s), Customer warrants it will remain signatory to the CBA(s) during the Term. Customer covenants to comply with such CBA(s) and accepts the legal instruments governing the Trust Funds and all applicable rules, including the right of Trust Funds to audit its books. To the extent there is an inconsistency between these Terms and any applicable CBA(s), the CBA(s) will prevail.
2. 3.14.2.Customer shall provide Greenroom the terms and conditions for union employee payments. If Customer is still in negotiations with applicable unions when payroll must be issued, Greenroom will process payroll pursuant to the applicable union’s standard terms and conditions. Payroll will be adjusted upon Customer’s provision of the negotiated terms to Greenroom. Once final union contracts have been provided, Greenroom will release all contributions to the applicable union.
3. 3.14.3.If Customer engages Greenroom to recalculate Services for a Production (including if Customer has a change in signatory status or in applicable CBA terms), Customer will reimburse Greenroom for all recalculation of wage, fringe benefit, statutory payments, and Trust Fund contributions. Greenroom may charge an additional fee for such services, as communicated by Greenroom to Customer from time to time.
4. 3.14.4.The Parties acknowledge that applicable CBAs may contain “no strike, no lockout” provisions and agree to comply with same. Compliance with these provisions will not constitute a breach of these Terms. If Employees are sent to a strike or lockout location at Customer’s request, Customer agrees to indemnify Greenroom and its related or affiliated business organizations, and their officers, directors, agents, and employees, from any and all damages, losses, or liabilities resulting therefrom.

3.15. Contact Person

Customer will delegate a representative as the primary point of contact for all matters under these Terms. Customer may change its representative by written notice to Greenroom.

3.16. Workplace Health & Safety

Customer is solely responsible for compliance with all Applicable Laws, governmental regulations, and CBAs relating to workplace health and safety, including (i) timely reporting of injuries, (ii) implementation of any required safety training programs (whether required by OSHA, any state agency, or any applicable CBA), (iii) providing Employees with all required workplace training and maintaining records thereof, and (iv) all posting and notice requirements.

3.17. Acceptable Use

Customer may access and use the Platform only for lawful business purposes and in accordance with these Terms and Applicable Law. Customer acknowledges and agrees that the access and use restrictions set forth in the Greenroom Terms of Service are hereby incorporated by reference and apply to Customer’s access to and use of the Platform.

4. Retroactive Changes

If any union, union-related organization, benefit plan, or governmental or administrative agency conducts any audit or assesses retroactive charges, interest or penalties, Greenroom will promptly invoice Customer for such amounts, and Customer will facilitate payment of such invoiced amounts within ten (10) business days of Customer’s receipt of such invoice. If it is later determined that such charges, interest, or penalties arose solely as a result of the fault of Greenroom, then Greenroom will reimburse Customer for all such amounts.

5. Residuals

Schedules and payment of residuals to any individual, guild, union, or Trust Fund are not covered hereunder and, if applicable, will remain the sole and exclusive obligation of Customer and its assignees unless otherwise provided herein or agreed to by the Parties in writing.

6. Independent Contractor Relationship

Greenroom is at all times acting and performing Services as an independent contractor. Unless expressly designated otherwise, no act or omission under these Terms will alter this independent contractor relationship or be construed to make the Parties partners or joint venturers.

7. Confidentiality, PAYROLL RECORDS & CPRA

7.1. Confidentiality Obligations

Receiving Party agrees to preserve the confidentiality of all Confidential Information of Disclosing Party obtained in connection with these Terms, and will not, without Disclosing Party’s prior written consent, disclose or use for its own benefit any such Confidential Information. Receiving Party will exercise at least reasonable care to safeguard Disclosing Party’s Confidential Information. These restrictions do not apply to Confidential Information which Receiving Party (i) is required by Applicable Law to disclose, but only to the extent of such requirement; (ii) discloses in response to a valid court or governmental order, but only to the extent of such order, and only if Receiving Party first notifies Disclosing Party and permits Disclosing Party to seek a protective order (provided that if the order prohibits notice, Receiving Party may comply without prior notice but shall notify Disclosing Party promptly upon expiration of such prohibition); or (iii) discloses with written permission of Disclosing Party.

7.2. Payroll Records

Customer recognizes it may receive records from Greenroom relating to confidential payroll information for Employees (collectively, “Payroll Records”). Customer acknowledges that all Payroll Records are confidential and will preserve them in confidence. Customer will exercise commercially reasonable efforts to prevent disclosure of Payroll Records except to Customer’s attorneys, accountants, auditors, agents or employees of either Party, co-producers or financiers with contractual audit rights, completion bond companies, union representatives exercising audit rights, and other third parties with a legitimate need-to-know basis, provided such recipients are bound by confidentiality obligations no less protective than those herein. Customer will not disclose Payroll Records to any third-party unless (a) permitted above, (b) required to be submitted to any governmental or regulatory authority, union, benefit plan, or workers’ compensation carrier in connection with any audit, investigation, or legal proceeding, or (c) otherwise required by Applicable Law. This section survives termination of these Terms.

7.3. Data Processing Obligations

In providing the Services, Greenroom will process personal information of Employees on behalf of Customer in the capacity of a service provider or processor (as defined under Applicable Data Protection Laws) and in accordance with its Privacy Policy. “Applicable Data Protection Laws” means all applicable federal, state, and local laws governing the collection, use, disclosure, retention, and protection of personal information, including the California Privacy Rights Act, Cal. Civ. Code § 1798.100 et seq., and any other comprehensive state privacy statute, as amended. With respect to personal information processed on behalf of Customer, Greenroom shall: (a) not sell or share (as defined under Applicable Data Protection Laws) any personal information received from or on behalf of Customer; (b) not retain, use, or disclose personal information for any purpose other than the performance of the Services or as permitted by Applicable Data Protection Laws; (c) not retain, use, or disclose personal information outside the direct business relationship between Greenroom and Customer (which direct business relationship includes Greenroom’s provision of payroll and related services for the Employees); (d) not combine personal information received from or on behalf of Customer with personal information received from or on behalf of any other person or entity, or collected from Greenroom’s own interactions with the applicable individuals, except as permitted by Applicable Data Protection Laws for the performance of a business purpose; and (e) implement and maintain reasonable administrative, technical, and organizational security measures designed to protect personal information from unauthorized access, destruction, use, modification, or disclosure. If Greenroom engages any subcontractor or other third party to assist in processing personal information on behalf of Customer, Greenroom shall (i) enter into a written agreement with such subcontractor imposing data protection obligations no less protective than those set forth in this Section, and (ii) inform Customer of such engagement, which may be satisfied by making a list of such subcontractors available on Greenroom’s website or through another reasonable means of notice. Greenroom shall, to the extent reasonably practicable and permitted by Applicable Law, assist Customer in responding to verifiable requests from individuals to exercise their rights under Applicable Data Protection Laws with respect to personal information processed by Greenroom on Customer’s behalf. In the event Greenroom determines that it can no longer meet its obligations under Applicable Data Protection Laws with respect to personal information processed hereunder, Greenroom shall promptly notify Customer. Notwithstanding anything in the foregoing to the contrary, Greenroom may retain and process payee account/profile data, payment history, tax form access and related records, including after termination of this Agreement or Customer’s offboarding; provided, however, that (x) all such retention and processing shall be in accordance with the terms of this Section 7.3, Section 2.1.3, the Privacy Policy and all applicable payee consents; and (y) this Section shall survive termination of these Terms with respect to any personal information retained by Greenroom in accordance with its data retention obligations under Applicable Law.

7.4. Exceptions

The obligations with respect to Confidential Information hereunder do not apply to information which: (i) at disclosure is generally available to the public or thereafter becomes available through no breach by Receiving Party; (ii) was in Receiving Party’s possession prior to disclosure and was not acquired from Disclosing Party; (iii) is independently made available by a third party under no confidentiality obligation to Disclosing Party; or (iv) is independently developed by Receiving Party.

8. Force Majeure

Greenroom shall be excused from its obligations to provide Services hereunder during the duration of any events beyond Greenroom’s reasonable control including, without limitation, acts of God, strikes, lockouts, breaches by a third-party of its contractual obligations, suspension of production, and any event that prevents Greenroom from supplying its Services. If Greenroom suspends Services for a period in excess of fifteen (15) business days, Customer may elect to terminate these Terms by written notice to Greenroom, provided that on or before the effective date of termination, Customer will pay all amounts due and owing to Greenroom up to the date and time of termination, and Customer will assume, in writing, all executory obligations which Greenroom may have with respect to performing its obligations for Customer under these Terms, provided that Greenroom will reasonably cooperate with Customer.

9. Representations, Warranties & Covenants

9.1. Customer's Representations, Warranties & Covenants

Customer represents, warrants, and covenants that:

1. 9.1.1.the legal entity name of Customer in the preamble is its correct and current corporate name and Customer will notify Greenroom of any updates or changes;
2. 9.1.2.Customer has and will retain sole authority to hire, classify, supervise, assign, direct, control, set compensation of, and terminate Employees. Customer will indemnify Greenroom from and against any claims arising from, in connection with, or as a result of Services supplied hereunder or the product of any services provided to Customer by any Employee, except to the extent such claims are solely due to acts or omissions by Greenroom;
3. 9.1.3.Customer has the right to enter into these Terms and to perform its obligations hereunder;
4. 9.1.4.Customer will comply with all Applicable Laws and union or guild requirements, including those concerning hiring and classification of individuals authorized to work in the jurisdiction where work is to be performed, wage payment, agent commission deductions, occupational safety and health, discrimination, retaliation or harassment based on race, religion, gender, age, sexual orientation, physical disability, and any other categories protected by Applicable Laws;
5. 9.1.5.Customer will use commercially reasonable efforts to protect all sensitive data of Employees, including personally identifiable information, from unauthorized access or disclosure during transmission to Greenroom;
6. 9.1.6.any and all information provided to Greenroom pursuant to these Terms will be accurate and in compliance with applicable CBAs, personnel service contracts, and Applicable Laws;
7. 9.1.7.Customer will permit Greenroom to inspect and copy records of Customer, its Affiliates, alter egos, and related entities reasonably necessary to verify accuracy of information provided, confirm Customer’s compliance with funding and payment obligations, or respond to any audit, investigation, or inquiry by a governmental authority, union, or benefit plan; and
8. 9.1.8.Customer will immediately provide Greenroom with copies of any tax notices, grievances, charges, claims, or suits of which Customer becomes aware relating to any personnel working on the Production(s).
9. 9.1.9.Customer hereby acknowledges that Greenroom is neither an employer nor a fiduciary under any employee welfare benefit plan offered or provided to any employee under the Employee Retirement Income Security Act, or any other Applicable Laws. Customer acknowledges and agrees that its damages, if any, arising from or related to acts or omission by Greenroom in connection with the operation, administration and compliance with the terms of any and all employee welfare benefit plans offered or provided to any Employees will be limited to the actual monetary payments, penalties, fines, and interest paid by Customer to the affected Employee(s).

9.2. Greenroom's Representations, Warranties & Covenants

Greenroom represents, warrants and covenants to Customer that:

1. 9.2.1.Greenroom has the right to enter into these Terms and to perform its obligations hereunder;
2. 9.2.2.Greenroom shall comply with Applicable Laws as they relate to the Services provided hereunder;
3. 9.2.3.Greenroom shall use commercially reasonable efforts to protect the sensitive data of Employees, including Employment Records and personally identifiable information in its possession, from unauthorized access or disclosure, including by implementing technical and organizational measures designed so that client payroll data is segregated and accessible only to Greenroom personnel directly engaged in the provision of Services for the applicable Customer; and no individual, advisor, or third party shall have access to data pertaining to Customers for which they are not expressly engaged, as governed by Greenroom’s security and data governance policies;
4. 9.2.4.Greenroom is licensed or registered in all states in which Greenroom is required to maintain any license or registration; and
5. 9.2.5.Greenroom will perform the Services accurately, based on the information, instructions, authorizations, and approvals provided by or on behalf of Customer or Employer.

10. Indemnification

10.1. Indemnification by Customer

Customer shall indemnify, defend, and hold harmless Greenroom, its Affiliates and their respective successors and the officers, directors, employees, contractors, licensees, assignees, and representatives of each of the foregoing (collectively, the “Greenroom Indemnitees”), against any and all claims, demands, charges, grievances, unfair labor charges, arbitration claims, investigations, administrative actions, court actions, costs, losses, expenses and liabilities, including reasonable outside legal fees and costs (collectively, “Indemnification Liabilities”), arising from or asserted by any third party including, without limitation, any governmental agency, Employee, other person working for or with Customer (whether or not covered by these Terms), or any labor organization purporting to represent any such individual(s), which arise out of or relate in any way to: (i) any breach of a representation or warranty of Customer given to Greenroom pursuant hereto; (ii) Customer’s breach of any of its obligations under or covenants under these Terms (including Section 2.5 and Section 3 hereof), including, without limitation, any claim or cause of action arising out of or alleging that any information submitted by Customer hereunder is inaccurate or incomplete; (iii) all liabilities arising out of or in connection with compliance with the employer coverage mandate under Section 4980H of the Internal Revenue Code or any other employer coverage mandate; (iv) Greenroom’s use of or reliance on any information received by Greenroom from or on behalf of Customer; (v) Greenroom’s provision of the Services in compliance with these Terms; (vi) Customer’s failure to be a signatory in a timely manner to any applicable CBA(s), if required; (vii) the employer-employee relationship between Customer (or any CLE) and any Employee; and (viii) any loan-out entities (and related service providers) engaged on a Production. In any action giving rise to indemnification under this Section 10.1, Greenroom shall have the right to select its own legal counsel at Customer’s expense, given the potential for conflict between the respective interests of Customer and Greenroom in such matters; provided that such counsel shall be engaged at reasonable market rates and Customer shall be entitled to receive copies of invoices reflecting the nature of services rendered (but not privileged detail).

10.2. Indemnification by Greenroom

Greenroom shall indemnify and hold harmless Customer, its Affiliates, and their respective successors and the officers, directors, employees, contractors, licensees and assignees and representatives of each of the foregoing (collectively, the “Customer Indemnitees”), against any and all Indemnification Liabilities arising from or asserted by any third party including any governmental agency, Employee, other person working for or with Customer (whether or not covered by these Terms), or any labor organization purporting to represent any such individual(s), which arise out of or relate in any way to: (i) any breach of a representation or warranty of Greenroom given to Customer pursuant hereto; (ii) Greenroom’s breach of any of its obligations or covenants under these Terms; and/or (iii) all liabilities for which Greenroom has expressly assumed responsibility hereunder. Greenroom’s indemnification obligations under this Section 10.2 shall not apply to the extent any Indemnification Liabilities arise out of or relate in any way to the acts or omissions of Customer or Customer’s breach of these Terms.

10.3. Indemnification Procedure

1. 10.3.1.Notice. The party claiming indemnification (the “Indemnified Party”) shall promptly notify the indemnifying party (the “Indemnifying Party”) in writing of any claim in respect of which indemnification may reasonably be expected to apply; provided that any failure to provide such notice shall not relieve the Indemnifying Party of its obligations hereunder except to the extent the Indemnifying Party is materially prejudiced thereby.
2. 10.3.2.Defense of Claims Under Section 10.1. Customer shall fund the defense of any claim for which it is obligated to indemnify the Greenroom Indemnitees. Greenroom shall have the right to select and direct counsel in accordance with Section 10.1. Greenroom shall keep Customer reasonably informed of the status of the defense and shall not settle any such claim without Customer’s prior written consent (not to be unreasonably withheld, conditioned, or delayed); provided that Customer’s consent shall not be required for any settlement that (x) involves only the payment of money by Customer not exceeding the applicable Indemnification Liabilities and (y) does not impose any admission of liability or non-monetary obligation on Customer. Customer shall provide all cooperation reasonably requested by Greenroom in connection with such defense.
3. 10.3.3.Defense of Claims Under Section 10.2. Greenroom shall assume and control the defense of any claim for which it is obligated to indemnify the Customer Indemnitees, including the selection of counsel. Customer shall provide all cooperation reasonably requested by Greenroom in connection with such defense. Greenroom shall not settle any such claim without Customer’s prior written consent (not to be unreasonably withheld, conditioned, or delayed); provided that Customer’s consent shall not be required for any settlement that (x) involves only the payment of money by Greenroom and (y) does not impose any admission of liability or non-monetary obligation on Customer.
4. 10.3.4.General. Each party shall use commercially reasonable efforts to mitigate any losses for which it seeks indemnification hereunder. Neither party shall admit liability or take any position in any proceeding that could reasonably be expected to prejudice the other party’s interests without the other party’s prior written consent.

11. Limitation of Liability

IN NO EVENT WILL GREENROOM BE LIABLE TO CUSTOMER FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR SPECIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS AGREEMENT, WHETHER IN AN ACTION BASED UPON CONTRACT, TORT, OR OTHERWISE. IN NO EVENT WILL GREENROOM, OR ANY THIRD-PARTY PERFORMING SERVICES FOR OR ON BEHALF OF GREENROOM HEREUNDER, BE LIABLE FOR ANY DIRECT OR INDIRECT DAMAGES OR LOSS DUE TO (I) ANY CUSTOMER MATERIALS OR (II) ANY MATTER BEYOND GREENROOM’S REASONABLE CONTROL. CUSTOMER’S SOLE REMEDY FOR GREENROOM’S LIABILITY REGARDING THE SERVICES PROVIDED UNDER THIS AGREEMENT WILL BE LIMITED TO THE RE-PERFORMANCE OF ANY DEFECTIVE SERVICE PROVIDED BY GREENROOM, OR IF RE-PERFORMANCE IS NOT AVAILABLE OR PRACTICAL, THEN A PRO-RATA REFUND OF THE FEES PAID TO GREENROOM THAT ARE ALLOCABLE TO THE DEFECTIVE SERVICE. IN NO EVENT WILL THE AGGREGATE LIABILITY OF GREENROOM, OR ANY THIRD-PARTY PERFORMING SERVICES FOR OR ON BEHALF OF GREENROOM HEREUNDER, FOR ANY AND ALL CLAIMS HEREUNDER BY CUSTOMER ARISING UNDER THIS AGREEMENT, EXCEED THE FEES PAID BY CUSTOMER WITH RESPECT TO THE APPLICABLE PRODUCTION DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY. CUSTOMER AND GREENROOM AGREE THAT THE TERMS SET FORTH IN THIS AGREEMENT INCLUDING, WITHOUT LIMITATION, THE LIMITATIONS OF LIABILITY AND INDEMNITIES HEREIN, ARE COLLECTIVELY A BARGAINED FOR EXCHANGE AND MATERIAL CONDITIONS AND PREMISES OF THIS AGREEMENT.

12. Insurance

12.1. Customer Insurance – Coverage

Throughout the period during which Greenroom is processing payroll for Employees on a Production, Customer will have and maintain in full force and effect, at its expense, the following insurance coverages:

1. 12.1.1.Workers’ Compensation Insurance and Employers’ Liability in statutory limits, as required by Applicable Law for the jurisdiction(s) in which Employees perform services.
2. 12.1.2.Umbrella or Excess Liability Insurance with limits not less than $2,000,000, required only with respect to any Production for which total payroll processed by Greenroom exceeds $500,000 in the aggregate.
3. 12.1.3.Commercial General Liability insurance, written on an occurrence form, with limits not less than $1,000,000 each occurrence and $2,000,000 in the aggregate, including coverage for contractual liability, personal injury liability, and bodily injury liability (including death). Self-Insured retentions are permitted in an amount not to exceed $25,000 without Greenroom’s prior written consent.
4. 12.1.4.Automobile Liability insurance with limits not less than $1,000,000 per occurrence combined single limit, required only to the extent Customer owns, leases, or operates vehicles in connection with the Production.

12.2. Greenroom Insurance – Coverage

Throughout the Term, Greenroom will have and maintain in full force and effect, at its expense, the following insurance coverages:

1. 12.2.1.Professional Liability / Errors & Omissions insurance with limits not less than $2,000,000 per claim, covering errors, omissions, and negligent acts in connection with the provision of the Services.
2. 12.2.2.Cyber Risk / Data Security insurance with limits not less than $2,000,000 per claim, covering liability arising from unauthorized access to, or breach of, personal information and confidential data processed by Greenroom.
3. 12.2.3.Crime insurance with limits not less than $1,000,000 per occurrence, covering employee theft, forgery, computer fraud, and funds transfer fraud, subject to the terms, conditions, exclusions, sublimits, and deductibles of the applicable policy, including third-party property coverage where available under the applicable policy.
4. 12.2.4.Commercial General Liability insurance with limits not less than $1,000,000 each occurrence and $2,000,000 in the aggregate.
5. 12.2.5.Workers' Compensation Insurance and Employers’ Liability in statutory limits for Greenroom’s own employees.

12.3. Requirements

The policies required under Sections 12.1 and 12.2 shall be written by insurance companies qualified to do business in the applicable jurisdiction(s) with A.M. Best ratings of “A-” VII or better. Customer’s policies under Section 12.1 shall name Greenroom and its Affiliates as additional insureds with respect to the liabilities assumed by Customer under these Terms, and such coverage shall be primary and non-contributory to any insurance maintained by Greenroom. Greenroom’s general liability policy under Section 12.2 shall name Customer as an additional insured with respect to the liabilities assumed by Greenroom under these Terms. Each Party represents and warrants that, throughout the period in which it is required to maintain insurance under this Section 12, it will maintain all required coverages in full force and effect in accordance with the terms set forth herein. Either Party shall have the right, but not the obligation, to request from the other Party certificates of insurance or other reasonable evidence of coverage at any time, and the requested party shall provide such certificates or evidence within ten (10) business days of such request. No party’s failure to request, obtain, review, or object to any certificate of insurance (or the absence thereof) will constitute a waiver of any right hereunder, approval of the other party’s insurance program, or release of the other party from any obligation under this Section 12.

12.4. Waiver of Subrogation

Customer waives any rights of subrogation under its insurance policies against Greenroom to the extent of the indemnification obligations assumed hereunder, and Greenroom waives any rights of subrogation under its General Liability policy to the extent of the indemnification obligations assumed hereunder.

12.5. Incidents

Any incidents, accidents, claims or potential claims having an actual or reasonably foreseeable impact on either Party of which the other Party has knowledge will be promptly communicated to the other Party within a reasonably practicable time period but no later than fourteen (14) days of such knowledge; provided, however, that, such period shall be no longer than seventy-two (72) hours after confirmation of any actual or suspected unauthorized access or disclosure of Employee personal data or payroll records.

12.6. Required Notice

If any required insurance policy is cancelled, non-renewed, or materially altered, the affected party will notify the other party within seven (7) days of receiving notice of such change.

12.7. Lapse of Customer Coverage

If Customer fails to maintain any insurance required under Section 12.1, Greenroom may, upon ten (10) business days’ written notice, suspend Services until Customer provides evidence that coverage has been restored. Such suspension shall not constitute a breach by Greenroom or relieve Customer of any accrued payment obligation.

12.8. Insurance Not a Limitation

The foregoing requirements as to the types and limits of insurance coverage to be maintained are not intended to and will not in any manner limit or qualify the liabilities and obligations otherwise assumed by either Party pursuant to these Terms, including, without limitation, the indemnification obligations set forth in Sections 10.1 and 10.2.

13. Suspension; Termination

13.1. Suspension

Greenroom may, at its discretion, elect not to provide Services to certain Employees (with notice to Customer), or may suspend or cancel any Services immediately (with or without notice) in the event of an actual or reasonably suspected security breach or threat, or if Greenroom determines that providing Services violates applicable laws or creates undue risk to Greenroom due to potential fraud, compliance concerns, financial instability, ACH or network risks or similar operational issues.

13.2. Termination

These Terms may be terminated in whole or in part by Customer or Greenroom at any time and for any reason upon twenty-four (24) hours’ written notice to the other Party; provided, however, that Greenroom shall provide no less than thirty (30) days’ notice to Customer in the event of any such termination.

13.3. Effect of Termination

Termination of these Terms will not relieve Customer from its obligation to pay Greenroom the Fees, fund or authorize amounts required under Section 3, or for settlement of any claims or grievances concerning wages, statutory payments, payroll taxes, union fringe benefits, or Trust Fund payments, even if such obligations arise after termination. Following termination or formal offboarding, Greenroom may complete or coordinate any pending payroll, tax, union/fringe, year-end reporting, correction, or records export workflows relating to payrolls processed through the Platform prior to the date of termination, provided Customer maintains all required authorizations, funds all required amounts, and provides all information reasonably requested by Greenroom. Customer remains solely responsible for coordinating any transition to another payroll provider and for ensuring that no tax filings, union reports, year-end forms, or payment obligations are duplicated, omitted, or inconsistent. Greenroom will have no responsibility for payroll activity, wages, tax periods, filings, or payments not processed through the Platform. Greenroom will have no obligation to perform ongoing zero-activity filings, maintain or close state or local tax accounts, or provide tax administration for periods after the last payroll activity processed through the Platform, except as expressly agreed in writing and subject to Customer’s payment of applicable Fees.

14. SURVIVAL OF CERTAIN PROVISIONS

Notwithstanding termination or expiration of these Terms, any provisions of these Terms that by their nature extend beyond termination, including the confidentiality obligations, indemnification covenants, and all obligations of Customer to pay Greenroom all amounts owed or otherwise payable hereunder, will survive such termination or expiration.

15. NOTICES

All notices, requests, demands, or other communications under these Terms will be in writing and will be deemed given if: (i) delivered personally; (ii) mailed by registered or certified mail (return receipt requested); (iii) delivered by express courier (with confirmation); or (iv) email, when the recipient expressly acknowledges receipt in a non‑automated reply (for clarification, “delivery” and “read” receipts do not constitute acknowledgment). All notices are considered delivered in accordance with the relevant proof of delivery. The addresses of Greenroom and Customer for notice purposes will be the addresses below unless a Party provides written notice of a change of address:

If to Greenroom:

Attn: Legal Notices
E-mail: legal@greenroompayroll.com

If to Customer, at the address provided to Greenroom during the enrollment process.

16. Assignment

Neither Party will have the right to assign these Terms without the written consent of the other, provided that Greenroom may assign these Terms to an Affiliate or successor, or as part of a merger, consolidation, reorganization, or sale of all or substantially all of Greenroom’s assets, and Customer may assign these Terms to a CLE controlled by Customer.

17. CREDITS FOR GREENROOM; PUBLICITY AND USE OF NAMES

1. 17.1.Greenroom will be entitled to a credit in the playbill (or equivalent program) for each live stage production on which Greenroom renders and completes the applicable Services, which credit shall read: "Payroll services provided by Greenroom." Such credit shall appear in the staff or production services section of the playbill in a size and placement no less prominent than that accorded to other production service providers credited therein. Customer shall use commercially reasonable efforts to include such credit beginning with the first public performance for which printed or digital playbills are distributed. With respect to each episode, feature, or film on which company renders and completes the applicable Services, Greenroom will be entitled to the following on-screen credits: “Payroll services provided by Greenroom”. No casual or inadvertent failure by Customer to comply with the credit provisions of this Section, and no failure by any third party to comply therewith, shall constitute a breach of these Terms; provided that Customer shall use commercially reasonable efforts to cure any such failure prospectively upon written notice from Greenroom.
2. 17.2.Notwithstanding anything to the contrary herein, Customer agrees that Greenroom may use Customer’s name to disclose that it is a customer of Greenroom in Greenroom’s advertising and promotion. Except as provided in this Section 17, neither Party will issue any press release or public statement regarding the subject matter hereof or use the other Party’s names, trademarks, or logos unless the other Party has previously approved it. Either Party may make such disclosure as required by Applicable Law.

18. No Continuing Waiver

No waiver by either Party of any breach of these Terms will be deemed a waiver of any preceding or succeeding breach hereof except as explicitly stated.

19. Attorneys’ Fees

In the event of any action or proceeding between Greenroom and Customer to collect sums owed pursuant to Sections 3 or 10 of these Terms, the prevailing Party will, subject to Section 11, be entitled to recover from the other reasonable attorneys’ fees of outside counsel(s) plus expenses including, without limitation, the fees of consulting and testifying experts.

20. Severability

If any provision, or any part of these Terms will, for any reason, be held invalid, unenforceable, or contrary to public policy or any law, the legality, validity and enforceability of the remainder of this Agreement will not be affected thereby.

21. Governing Law; DISPUTE RESOLUTION

21.1. Governing Law

These Terms shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to its conflict of laws principles.

21.2. Arbitration

Except as otherwise provided in this Section 21, any dispute, claim, or controversy arising out of or relating to these Terms, or any other aspect of the Parties’ relationship (a “Dispute”), shall be resolved by final and binding arbitration administered by JAMS in New York, New York, in accordance with its then-current Comprehensive Arbitration Rules and Procedures. The arbitration shall be conducted before a single arbitrator with substantial experience in commercial disputes (and preferably with familiarity with entertainment industry transactions, employment matters, or financial services). For any Dispute in which the aggregate amount in controversy (exclusive of interest, attorneys’ fees, and costs) is $250,000 or less, the arbitration shall be conducted in accordance with JAMS Streamlined Arbitration Rules and Procedures then in effect, rather than the Comprehensive Arbitration Rules and Procedures. The arbitrator shall have the authority to award any remedy that would be available in a court of competent jurisdiction, including equitable relief, and the arbitrator’s award shall be final, binding, and enforceable in any court of competent jurisdiction. Each party shall bear its own attorneys’ fees and costs in connection with any arbitration, unless the arbitrator determines that the claims or defenses of any party were frivolous or brought in bad faith, in which case the arbitrator may award reasonable attorneys’ fees and costs to the prevailing party.

21.3. Injunctive Relief

Notwithstanding Section 21.2, either party may seek temporary, preliminary, or emergency injunctive relief from any court of competent jurisdiction in New York County, State of New York, without first submitting the Dispute to arbitration and without posting a bond or other security, to the extent necessary to prevent irreparable harm. Any such application to a court for injunctive relief shall not be deemed a waiver of the right to arbitrate the underlying Dispute.

21.4. CBA Arbitration

To the extent any Dispute is subject to mandatory arbitration under an applicable CBA, the arbitration provisions of such CBA shall control with respect to such Dispute, and the parties shall cooperate in good faith in connection with such proceeding. Any related Dispute between the parties that is not within the scope of the CBA arbitration shall be resolved in accordance with Section 21.2.

21.5. Third-Party Claims

If a Dispute arises between the parties in connection with a third-party claim (including any union audit, governmental investigation, or employee or loan-out entity claim) that gives rise to indemnification obligations under Sections 10.1 or 10.2, the Indemnified Party may elect, by written notice to the Indemnifying Party, to resolve the indemnification Dispute in the same forum in which the underlying third-party claim is pending, rather than in a separate arbitration under Section 21.2. If the underlying third-party claim is resolved or dismissed before the indemnification Dispute is adjudicated, the indemnification Dispute shall thereafter be resolved in accordance with Section 21.2.

21.6. Confidentiality of Proceedings

Any arbitration commenced under this Section 21, including the existence of the proceeding, all filings, submissions, evidence, and testimony, and any award or decision, shall be treated as Confidential Information of both parties under these Terms. Neither party shall disclose the existence or substance of any arbitration to any third party except (a) as required by Applicable Law, (b) to such party’s attorneys, accountants, auditors, insurers, and other professional advisors bound by confidentiality obligations, or (c) as necessary to enforce any award or decision.

21.7. Waiver of Jury Trial

TO THE EXTENT ANY DISPUTE IS HEARD IN A COURT OF COMPETENT JURISDICTION (WHETHER PURSUANT TO SECTION 21.3 OR OTHERWISE), EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT TO TRIAL BY JURY.

22. Further Documents

The Parties hereby agree to execute and deliver all further documents that are reasonably necessary to effectuate the terms and conditions of these Terms.

A note on pass-through costs

This section is Greenroom’s own plain-language operational note, not part of the numbered Terms above. Fees for the payroll service are set out on our pricing page or in your agreement with us. Taxes, employer contributions, and union remittances calculated by Greenroom are your obligations and are paid through your payroll tax and remittance accounts, not retained by Greenroom.

Pricing excludes optional physical fulfillment and certain third-party banking or filing costs. These costs are passed through at actual cost, without markup. Known or estimated costs are shown before payroll approval whenever reasonably possible; costs resulting from a later banking, delivery, or filing event will be itemized when incurred. Examples may include:

• Printing and mailing paper W-2s or 1099s requested by a payee; digital delivery is included
• Delivery of physical checks, union reports, or other remittance documents by USPS, FedEx, or courier
• Employer-requested or required wire funding
• Failed bank-account validation, returned payments, or unsuccessful employee payments
• Returned or unsuccessful employer funding transfers
• Delayed tax filings resulting from incomplete or late company information
• Year-end or other required tax filings completed after a company has stopped using Greenroom

Greenroom does not pass through costs caused by Greenroom’s error.