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Global Master Terms and Conditions <br />1. Definitions <br />1.1. ADP HCM Services <br />1.1.1. Alliance Services. Compliance -related services to assist in the following: <br />1.1.1.1. ADP Employment Tax Services. Coordination of payroll -related tax and/or <br />regulatory agency deposits, filings, and reconciliations on behalf of employers. <br />1.2. General <br />1.2.1. "ADP" has the meaning set forth on the cover page. <br />1.2.2. "ADP Application Programs" means the computer software programs and related <br />Documentation, including any updates, modifications or enhancements thereto, that are either delivered or made <br />accessible to Client through a hosted environment by ADP in connection with the Services. <br />1.2.3. "Affiliate" means, with respect to any entity, any other entity that controls, is controlled by or <br />under control with such first entity. For purposes of this Agreement, "control" (or variants of it) means the ability, <br />whether directly or indirectly, to direct the management and action of an entity by means of ownership, contract or <br />otherwise. <br />1.2.4. "Agreement" means this Global Master Services Agreement, consisting of the signature pages, <br />the Global Master Terms and Conditions, all exhibits, annexes, appendices and schedules, and each Amendment, if <br />any. <br />1.2.5. "Alliance Services" means the following services comprising a part of the Services provided <br />under the Agreement for use in the Approved Country: Employment Tax Services, Print and Online Statement <br />Services, Tax Credit Services (WOTC services only), Wage Garnishment Disbursement Services, Wage Garnishment <br />Disbursement Services, Wage Garnishment Services, and Wage Payment Services. <br />1.2.6. "Amendment" means a written amendment to this Agreement modifying, supplementing or <br />amending the terms and conditions of this Agreement. <br />1.2.7. "Approved Country" means each country in which, subject to the terms of this Agreement, <br />Client is authorized to use or receive the Services. A list of Approved Countries for each Service is set forth in <br />the Pricing and Financial Terms appendix. For purposes of the Alliance Services, Approved Country means the <br />United States of America, which is the only country in which Client is authorized to use or receive the Alliance <br />Services subject to the terms of this Agreement. <br />1.2.8. "Business Day" means any day, except a Saturday, Sunday or a day on which <br />ADP's bank is not open for business in the applicable jurisdiction where services are provided by ADP. <br />1.2.9. "Client" has the meaning set forth on the cover page. <br />1.2.10. "Client Content" means all information and materials provided by Client, its agents or <br />employees, regardless of form. <br />1.2.11. "Client Group" means Client and Client's Affiliates listed in the Pricing and Financial Terms <br />appendix who are authorized to receive the Services. <br />1.2.12. "Client Infringement Event" means (i) any change, or enhancement in the Services <br />made by Client or any third party on behalf of Client other than at the direction of, or as approved by, ADP, (ii) Client's use <br />of the Services except as contemplated by this Agreement, or (iii) to the extent ADP Application Programs include <br />computer software programs, Client's use of other than the most current release or version of such computer software <br />programs included in the ADP Application Programs, or Client's failure to use corrections or enhancements to such <br />EXHIBIT G ADP MASTERS ERVICES AGREEMENT <br />ATTY/AGR/2019.118/CHERRYROAD ERP IMPLEMENTATION SERVICES <br />REV: 05-13-19 PR Page 135 of 172 <br />G-2 <br />