TERMS OF SERVICE AGREEMENT

Last updated January 1, 2024

This Terms of Service Agreement (“AGREEMENT”) is made and entered into by and between you, as a user, and Payroll4Free.com, Inc., a Delaware corporation, and its subsidiaries and affiliates (collectively, “PAYROLL4FREE”). This AGREEMENT contains the terms and conditions that govern the use of PAYROLL4FREE’s Payroll and Human Resource software and services (collectively, the "SYSTEM").

This AGREEMENT is applicable to you and all persons who use or access the SYSTEM, including authorized users representing the client company, its employees, or anyone else accessing the SYSTEM (collectively, “USERS” and each, a “USER”). If you are accepting these terms on behalf of a business or an individual other than yourself, you represent and warrant that you have authority to bind that business or other individual to this AGREEMENT, and your agreement to these terms will be treated as the agreement of such business or individual. In that event “USER” also refers to that business or individual. The terms “you” and “USER” have the same meaning and are used interchangeably throughout this AGREEMENT. By clicking the applicable box to indicate your acceptance of this AGREEMENT, or by accessing or using the SYSTEM, USER agrees, effective as of the date of such action, to be bound by the AGREEMENT.

1. Core Service Terms & Rights

In order to use the SYSTEM, USER must set up an account with PAYROLL4FREE (an “ACCOUNT”).

PAYROLL4FREE will permit USER access and use of the SYSTEM over the Internet. You are responsible for your internet access (through ISP - Internet Service Provider, DSL, Cable Modem or other internet access service), and all hardware, electrical and physical requirements for your accessing and using the SYSTEM, and all costs associated with them. This AGREEMENT provides you with the right to access server hardware and database software at PAYROLL4FREE's designated hosting location. PAYROLL4FREE will provide you with certain Software, as part of the SYSTEM, the Secure Business Browser™ and other software necessary to access the SYSTEM.

THERE IS NO FEE FOR YOUR LICENSE TO ACCESS THE SYSTEM AND FOR ONGOING SUPPORT FOR THE SYSTEM, FOR AS LONG AS YOU REGULARLY USE THE SYSTEM AND YOUR USE OF THE SYSTEM IS FOR 10 OR FEWER UNIQUE EMPLOYEES/CONTRACTORS/PAYEES (“EMPLOYEES”). THE PAYROLL4FREE SYSTEM IS SUPPORTED BY ADVERTISING. IF THE NUMBER OF UNIQUE EMPLOYEES PAID IN A CALENDAR MONTH EXCEEDS 10, THEN YOU AGREE TO PAY THE CORRESPONDING MONTHLY FEE FOR SUCH USE. PLEASE SEE SECTION 3 OF THIS AGREEMENT FOR DETAILS ABOUT THE SCHEDULE OF FEES FOR SYSTEM USE EXCCEDING 10 EMPLOYEES.

YOU HAVE THE RIGHT TO FREE ACCESS TO USE THE SYSTEM. The advertising that supports the cost of this free service will appear on the screens in such a way as not to interfere with the use of those screens and will not contain any distracting audio or rapidly moving video images. You are encouraged, but not obligated, to give special consideration to doing business with sponsoring advertisers.

YOU HAVE A RIGHT TO UPDATES AND ENHANCEMENTS. PAYROLL4FREE will provide you with all updates and enhancements to the SYSTEM that we provide to the general client base.

YOU HAVE THE RIGHT TO EXPECT THE SYSTEM TO BE UPDATED FOR REGULATORY CHANGES. PAYROLL4FREE will make timely changes in the SYSTEM to accommodate changes in relevant government regulations.

2. Additional Service Terms

PAYROLL4FREE offers additional optional products and services (collectively, “SERVICES”), which may be updated, modified, discontinued, or otherwise changed from time to time. If you elect to request, use, and/or enroll in any such optional SERVICES, you agree to accept and be bound by additional terms of service (collectively, “SERVICE TERMS”), as applicable, and all SERVICE TERMS shall be incorporated into and form a part of this AGREEMENT. If the terms hereof conflict with any SERVICE TERMS, the SERVICE TERMS will govern with respect to the matters in conflict.

3. Service Fees & Payment Authorizations

USER agrees to pay the fees for the use of the SYSTEM on the first day of each month to which the fee, if any, applies, or at the time USER requests the use of a paid SERVICE. In the event that a fee for payroll processing in excess of 10 EMPLOYEES in a calendar month applies, such fee will be collected at the end of each such month. The current fee schedule (the “SCHEDULE”) is listed at https://www.payroll4free.com/feeschedule.html. The fees set forth in the SCHEDULE do not include taxes that may be imposed on or required to be collected by PAYROLL4FREE by any federal, state or local governmental entity, and USER agrees to reimburse PAYROLL4FREE for any such taxes as may apply to USER.

PAYROLL4FREE shall have the right to change the SCHEDULE upon written notice to USER. If a fee increase or change is not acceptable to USER, USER may cancel the SERVICES as provided herein prior to the time when such fee increase or change takes effect. USER’s continued use of the SYSTEM beyond the cancellation window constitutes USER’s agreement to those changes.

PAYROLL4FREE transfers any necessary funds, including, but not limited to, funds used to (i) pay any fees or charges related to USER’s SYSTEM use, including, without limitation, interest and penalties; (ii) fund USER direct deposits; (iii) deposit USER payroll taxes; and (iv) initiate any debit, correcting, or reversing entry, or pay any other amount due in connection with this AGREEMENT (collectively, “AMOUNTS DUE”); via origination of Automated Clearing House (“ACH”) transactions, and all ACH transactions must comply with applicable laws, rules and regulations, including the National Automated Clearing House Association Operating Rules, (the “NACHA RULES”). USER acknowledges that USER had the opportunity to review, and agrees to comply with, the NACHA RULES.

USER will make their bank account information (the “BANK”) and all withdrawal authorization information (the “BANK AUTHORIZATION”) necessary available to PAYROLL4FREE if USER elects to use any SERVICES that may require a fee. By providing this BANK AUTHORIZATION, USER authorizes PAYROLL4FREE to initiate debit entries to the BANK for all AMOUNTS DUE; and to initiate credit entries to the BANK if PAYROLL4FREE is required to return any unpaid funds to USER.

All BANK AUTHORIZATIONS remain in full force and effect until PAYROLL4FREE has received written notice from USER to terminate any such BANK AUTHORIZATION in such time and manner to allow PAYROLL4FREE and its Originating Depository Financial Institution (the “ODFI”) a reasonable opportunity to act upon such notice. PAYROLL4FREE is not responsible for verifying whether bank accounts of any payors or payees of the USER have any deposit or withdrawal restrictions, and those verifications are the USER’s sole responsibility.

Unless otherwise stated in the applicable SERVICE TERMS, fees for SERVICES are based on the calendar month in which USER is enrolled in any SERVICES, and if USER is enrolled in a SERVICE for a given calendar month, USER will be charged for such month even if USER does not run payroll in such month. All fees are applied in full for a given calendar month, regardless of whether USER is only enrolled in the SERVICE for a portion of such month. USER has the option to pay for SERVICES that incur monthly fees annually instead of monthly in order to receive a discount over the monthly fee amount. All fees are non-refundable. PAYROLL4FREE may charge additional fees for exceptions processing, setup, and other special services.

By enrolling in or requesting any optional SERVICES, you authorize PAYROLL4FREE to withdraw funds from your BANK when necessary to cover all AMOUNTS DUE under this AGREEMENT, at a date early enough to allow timely disbursement to all required payees, and to assure PAYROLL4FREE the secure availability of such funds - generally at least four (4) business days prior to disbursement date; business days in this case refers to days that the Federal Reserve processes ACH transactions, and excludes all federal holidays (“BUSINESS DAYS”). Credit earnings or interest earnings on funds deposited hereunder, pending settlement to payee on respective settlement dates, will be for the sole benefit of PAYROLL4FREE.

If you do not have sufficient funds available in the BANK to pay the AMOUNTS DUE to the required payees at the time PAYROLL4FREE requests those funds, then PAYROLL4FREE will not be able to disburse those funds to those payees, and PAYROLL4FREE will not be liable for any consequences, fines, penalties, or claims of any kind resulting from such failure to pay. If you request that PAYROLL4FREE repeats the withdrawal of any AMOUNTS DUE after assuring sufficient funds availability in the BANK, PAYROLL4FREE shall have the right to choose whether or not to honor such request, and if it chooses to do so, will charge you the corresponding fee for this additional processing; if PAYROLL4FREE chooses not to honor such request, you are solely responsible for paying all AMOUNTS DUE to the applicable payees. If you request that any AMOUNT DUE is not withdrawn from your BANK or not disbursed to the applicable payee according to PAYROLL4FREE’s standard processing schedule, PAYROLL4FREE shall have the right to honor such request, and if it chooses to do so, will charge you the corresponding fee for this altered processing; if PAYROLL4FREE chooses not to honor such request, you are solely responsible for any and all consequences, fines, or penalties of any kind resulting from PAYROLL4FREE’s choice in this matter.

Credit given to you by PAYROLL4FREE with respect to any entry is provisional until PAYROLL4FREE receives final settlement for such entry. If PAYROLL4FREE does not receive such final settlement, you agree that PAYROLL4FREE is entitled to a refund from you for the total amount you were credited in connection with such entry that never settled.

You understand and acknowledge that PAYROLL4FREE is not serving as a source of funds for you and that PAYROLL4FREE expects good and timely funds collection from you. USER with NSF return items of any nature or kind shall be required to maintain, at sole discretion of PAYROLL4FREE, a recovery reserve account with PAYROLL4FREE and/or immediately implement other form of guaranteed funding for all USER ACH transactions. PAYROLL4FREE shall maintain the sole and exclusive right to require any USER with NSF history, or other risk management concern, to process via an approved Automated Reverse Wire.

In the event of any unfunded NSF or other returned item, you shall cause funds to be forwarded to PAYROLL4FREE to reimburse and cover for said NSF items on the same day as the notice is received from PAYROLL4FREE. PAYROLL4FREE shall have the right to impose penalties for NSF return items, as outlined in the SCHEDULE. Should you fail, by act or inaction, to cover NSF or other returned items, you acknowledge, understand and agree to reimburse PAYROLL4FREE for all such NSF items, associated penalties, plus other related costs, including, but not limited to, interest and attorney fees. In an effort to recover such fees PAYROLL4FREE’s rights shall include, but not be limited to, withholding access to SYSTEM or other services performed on your behalf, offsetting funds held on your behalf or any other action as required by PAYROLL4FREE and permitted by law.

In addition to any and all other remedies available to PAYROLL4FREE, there shall be imposed interest in the amount of one and one-half percent (1.5%) per month from the due date thereof on any payments for fees due and owing that USER fails to pay within thirty (30) days of the due date. USER agrees to reimburse PAYROLL4FREE for any and all expenses PAYROLL4FREE may incur, including interest and attorney fees and other costs of collection as permitted by law, in taking any action to collect amounts due PAYROLL4FREE.

If USER needs to make changes to any SERVICES that require a monthly fee, including changing payment account information, enrolling in, or cancelling any such SERVICE, USER must request all such changes at least fifteen (15) days prior to the next scheduled fee debit, in order for the change to affect that next scheduled fee debit. Change requests made less than fifteen (15) days prior to the next scheduled fee debit date will not affect the next scheduled fee debit, but rather be effective starting with the following fee period.

4. User Responsibilities & Obligations

You agree to keep your authorized PAYROLL4FREE account information confidential, including your password, user name and any other information related to and/or registered in connection with your use of the SYSTEM (collectively, "YOUR ACCOUNT INFORMATION"), and not permit or allow any third party whomsoever to have access to or use YOUR ACCOUNT INFORMATION without PAYROLL4FREE's prior written authorization; and to inform PAYROLL4FREE promptly upon disclosure of any portion of YOUR ACCOUNT INFORMATION, unless authorized in advance by PAYROLL4FREE. If you know or have reason to know of any unauthorized access (or attempted unauthorized access) to the SYSTEM, you agree to notify PAYROLL4FREE immediately of the details related to such unauthorized access. PAYROLL4FREE reserves the right to withhold access to SYSTEM if PAYROLL4FREE has reason to believe that YOUR ACCOUNT INFORMATION has been compromised.

You are solely responsible for all actions taken under any account that you have access to, and all actions taken on each such account will be deemed authorized by you, regardless of your knowledge of such actions. Such actions include, but are not limited to, actions taken by you or any individual authorized by you (the “AUTHORIZED USER”), and actions that you or any AUTHORIZED USER (or anyone PAYROLL4FREE reasonably believes to be you or an AUTHORIZED USER) instructs PAYROLL4FREE to take on your behalf.

Additionally, you are solely responsible for following all instructions provided to you by PAYROLL4FREE as related to your use of the SYSTEM, whether those instructions are provided verbally, via the SYSTEM, via email, or otherwise.

All SERVICES rendered under this AGREEMENT shall be based upon information furnished by you or an AUTHORIZED USER. You assume responsibility for timely providing all information requested by PAYROLL4FREE required to perform any necessary SERVICES, for timely input of data into SYSTEM, and for the accuracy and completeness of all such provided and entered information. Moreover, you are required to maintain all such information on an ongoing basis and to promptly notify PAYROLL4FREE of any changes to any such information. Interest or other costs which result from errors, omissions or untimely data entry, and any and all penalties as a result of errors by you or an AUTHORIZED USER, shall be your sole responsibility. PAYROLL4FREE is not responsible for any errors, omissions or other deficiencies in content entered by you or your AUTHORIZED USERS into the SYSTEM. PAYROLL4FREE assumes liability for any negligent error or omission by PAYROLL4FREE.

You are also responsible for regularly and timely reviewing any and all reports, filings, deposits, documents, and any other information (collectively, “DOCUMENTS”) available to you in the SYSTEM, provided to you by PAYROLL4FREE, or available to be accessed by you via third-party websites (including, but not limited to, tax agency websites), as they relate to your use of the SYSTEM or SERVICES, and must promptly notify PAYROLL4FREE of any inaccuracies in the DOCUMENTS.

You agree that, to the fullest extent provided by law, any action requested by you or any AUTHORIZED USER to be performed in connection with your use of SYSTEM or SERVICES (whether such action is initiated by clicking a button, verbal request, or otherwise), will have the same effect as your providing a written signature authorizing such action, and that PAYROLL4FREE may in its sole discretion refuse to accept or act upon any such action.

PAYROLL4FREE will notify you when all information required to set up your ACCOUNT has been received and you may begin using the SYSTEM. You then must, prior to submitting (“POSTING”) your first payroll, review all information in the SYSTEM (“ACCOUNT INFORMATION”), including, but not limited to, (i) company information; (ii) EMPLOYEE information; (iii) tax rates, schedules and identification numbers; and (iv) bank information; for accuracy and completeness. You agree that by POSTING each payroll (i) you have reviewed and approved all ACCOUNT INFORMATION; (ii) no ACCOUNT INFORMATION or POSTING will result in entries that would violate the sanctions program of the Office of Foreign Assets Control of the U.S. Department of the Treasury, NACHA RULES, or any other applicable laws, rules, or regulations; (iii) you waive and release any claim against PAYROLL4FREE arising out of any errors or omissions in the ACCOUNT INFORMATION which you have not corrected or have not requested PAYROLL4FREE to correct; and (iv) you acknowledge that any subsequent request for corrections will be considered special handling, and additional fees may be charged. Final responsibility for any audits or assessments rest with you. PAYROLL4FREE will not have any responsibility for verifying the accuracy of any information you provide via any method.

You also agree to notify PAYROLL4FREE at the earliest opportunity, consistent with proper legal disclosure procedures, in the event that you shall cease conducting business in the normal course, sell, transfer, or otherwise relinquish your ownership of the business, or become subject to any proceeding under the Federal Bankruptcy Act or any other statute of any state relating to insolvency or the protection of rights or creditors. The events noted above will be considered a breach of this AGREEMENT.

5. Payroll Submissions

Every time that you POST a payroll in the SYSTEM it shall be considered final, approved and submitted as it relates to any actions that may be initiated as a result of your POSTING of the payroll, including, but not limited to, (i) any fees that may apply to you based on number of EMPLOYEES paid; (ii) any tax deposits and payments that PAYROLL4FREE may be required to complete on your behalf; and (iii) any funds that PAYROLL4FREE may be required to deposit to any EMPLOYEE’S accounts authorized for direct deposit (collectively, “ACTIVITY”). PAYROLL4FREE does not review or verify any POSTINGS for any reason, including to detect any errors. It is your responsibility to verify the accuracy of all POSTINGS. PAYROLL4FREE will process all POSTED information according to its processing schedule, and you may not be able to cancel or amend the POSTING.

PAYROLL4FREE will use reasonable efforts to act on any cancellation or amendment request that it receives from you prior to initiating any ACTIVITY, but will have no liability if the cancellation or amendment is not processed. You will reimburse PAYROLL4FREE for any and all expenses, fines, penalties and losses that PAYROLL4FREE may incur in processing or attempting to process any such request, and you will indemnify and hold PAYROLL4FREE harmless from and against any claims arising from performing any ACTIVITY initiated or completed according to its processing schedule and in compliance with these procedures.

Notwithstanding the foregoing, PAYROLL4FREE shall have the exclusive right to reject any POSTING which violates any of the requirements of this AGREEMENT, NACHA RULES, ACH, or any other laws, rules or regulations, and PAYROLL4FREE will have no liability to you for any claims or consequences arising directly or indirectly out of such POSTING rejection.

6. Processing Schedule

PAYROLL4FREE will process all POSTINGS according to the processing schedule applicable to each USER. The processing schedule for you may vary depending on the SERVICES that you elected. You will be notified of your processing schedule if it varies from the standard processing schedule.

If you are not notified otherwise, the standard processing schedule will apply to your POSTINGS. The standard processing schedule will allow you to POST your payroll with a pay date (“CHECK DATE”) as early as the beginning of the calendar year in which your ACCOUNT first becomes active, and up to one calendar month into the future. If you adjust any POSTED payroll entries or add POSTINGS with CHECK DATES in prior months, you may incur additional fees that may apply for any adjusted or additional ACTIVITY.

If you fail to POST your payroll by your applicable cut-off time for the CHECK DATE that you wish to use, you will have to submit to PAYROLL4FREE a request in writing for special processing. PAYROLL4FREE will notify you if and when it will be able to honor your request, and once this request is processed, you agree to pay to PAYROLL4FREE all applicable fees related to such special processing. PAYROLL4FREE has the exclusive right to decide whether or when to process any such requests and you are solely responsible for any and all consequences and penalties that may arise directly or indirectly as a result of PAYROLL4FREE’s decision related to this decision.

7. Signer Verification

You give PAYROLL4FREE permission to obtain and verify information that identifies the individual who creates an ACCOUNT or intends to use or access the SYSTEM, and who will be legally responsible for all USER activity (the “SIGNER”). PAYROLL4FREE may ask for SIGNER name, address, social security number, date of birth, copy of driver’s license, and any other document or information that will allow PAYROLL4FREE to confirm SIGNER identity. You authorize PAYROLL4FREE to obtain credit reports about the business associated with your ACCOUNT, and to report any adverse credit information about your business to others, including, but not limited to, the Internal Revenue Service and any other applicable taxing authorities. PAYROLL4FREE may decide to decline to set up an ACCOUNT, refuse to provide, or terminate access to the SYSTEM, or refuse to offer SERVICES for any reason, including in the event that PAYROLL4FREE is unable to verify the identity of the SIGNER or the credit of the business associated with your ACCOUNT, or if the ACCOUNT setup process is not fully completed.

8. Advertising

Through the SYSTEM, USER will be able to elect to purchase and/or receive products and/or services from third-party advertisers and/or partners of PAYROLL4FREE (collectively, “ADVERTISERS”). By clicking on any ADVERTISER button or advertisement appearing on the SYSTEM, the USER is requesting additional information regarding that advertisement or service and is requesting to link directly to the ADVERTISER’s website, which may have audio and/or video on the USER’s screen. PAYROLL4FREE is not responsible for any content presented or advertised by any ADVERTISER, nor any results, information, or any other materials available to the USER from the ADVERTISER. USER is solely responsible for, and assumes all risk arising from, USER’s election to receive, and USER’s receipt of, any ADVERTISER products or services.

ADVERTISERS may require USER to agree to terms relating to their portion of services to the USER. If USER elects to receive ADVERTISER services, USER authorizes PAYROLL4FREE to share with the applicable ADVERTISER any and all information about USER ACCOUNT that is necessary for such ADVERTISER to provide the elected service to USER. USER agrees that PAYROLL4FREE’s disclosure of any such information will not violate any privacy rights, or any applicable laws, and that USER has waived and released any claim against PAYROLL4FREE arising out of the ADVERTISER’s use of such shared information.

In cases when any of your AUTHORIZED USERS or EMPLOYEES click an advertisement but do not elect to receive any services from the related ADVERTISER, PAYROLL4FREE may disclose to ADVERTISERS on the SYSTEM that you are a USER of the SYSTEM and if and when you, your AUTHORIZED USERS or your EMPLOYEES click through the advertisement to that ADVERTISER’s website. No identifying EMPLOYEE information is shared with ADVERTISERS.

9. Communication Related to User’s Account

You understand and acknowledge that PAYROLL4FREE will use email as a primary source of communication with you, including to send out all notices that may affect your use of SERVICES, including, but not limited to, notifications about the processing of your payroll, scheduling, authorizations, tax and regulatory updates, marketing communications, and others. You agree that the email address you provided during this ACCOUNT setup process belongs to the owner, officer, or other individual authorized to make decisions on behalf of USER, or that prior to starting to use the SYSTEM you will notify PAYROLL4FREE to change the email address provided so that PAYROLL4FREE has a current email address for the owner, officer or other individual authorized to make decisions on behalf of USER. You also agree that should this email address change in the future to contact PAYROLL4FREE at your earliest convenience, but no later than five (5) BUSINESS DAYS after any such change, to provide PAYROLL4FREE with the updated email address.

In addition, you agree to regularly check your email and read all communications from PAYROLL4FREE, and that if it is determined that PAYROLL4FREE communications sent to your email are rarely opened or not deliverable, your SYSTEM access under this AGREEMENT may be terminated, unless you remedy the situation after being notified by PAYROLL4FREE within the timeframe indicated in such notification.

You also agree that in order to continue using the SYSTEM under this AGREEMENT you will not unsubscribe from or opt-out of any email communications that you may receive from PAYROLL4FREE, and that if you do so, your SYSTEM access under this AGREEMENT may be terminated, unless you reactivate your subscription to all PAYROLL4FREE email communications within the time frame indicated by PAYROLL4FREE at the time you unsubscribe or opt-out.

10. Electronic Signatures

This AGREEMENT and most other documents that you may be required to accept require that you use an electronic signature (the “E-SIGNATURE”). Each time that you use the E-SIGNATURE you expressly (i) certify that you are able to access and view the document that you are signing electronically; (ii) affirm that you have read, understand and accept the electronically signed document’s terms and content; and (iii) agree that each E-SIGNATURE will be treated as and has the same validity and enforceability as your physical, non-electronic signature, to the extent allowed by law.

11. Prohibitions

USER agrees not to:

  • hack or otherwise make unauthorized use of the SYSTEM or attempt to circumvent or bypass the security mechanisms of SYSTEM;
  • use the SYSTEM to provide services for businesses other than the one related to the ACCOUNT;
  • rent, lease, resell for profit, distribute, sublicense, loan, assign or transfer all or any part of the SYSTEM to any person or entity without the prior written authorization of PAYROLL4FREE;
  • use the SYSTEM in any way other than authorized by this AGREEMENT;
  • use or share in any way the design, layout, process, or any part or fact about SYSTEM or SERVICES, including PAYROLL4FREE name, logo, or other proprietary information, without PAYROLL4FREE’s express prior written consent;
  • take any action that may impose, in PAYROLL4FREE’s sole discretion, an unreasonably large load on PAYROLL4FREE’s infrastructure;
  • access the SYSTEM or SERVICES for any benchmarking or competitive purposes;
  • send any unsolicited or unauthorized materials, emails, advertising, or any other content through SYSTEM;
  • attempt to decipher, decompile, disassemble, reverse engineer, or otherwise attempt to derive any source code, or underlying ideas, or algorithms of any of the software used in the SYSTEM;
  • impersonate or misrepresent USER’s identity or affiliation with any individual or entity;
  • use the SYSTEM or SERVICES to engage in or support any fraudulent, deceptive or illegal practices or activities;
  • violate any applicable law, rule, or regulation, or the NACHA RULES, as they may be amended from time to time; or
  • encourage, assist, or enable any other individual to do any of the foregoing.

12. Limited Warranty and Limits of Liabilities

PAYROLL4FREE does not guarantee the privacy, security, authenticity, or non-corruption of any data transmitted through, or stored in, any system connected to the Internet. The SYSTEM, and all other content and information are provided by PAYROLL4FREE 'as-is.'

PAYROLL4FREE will, except in the case of defects or problems caused by your equipment, your software, acts of nature, or other causes beyond our control, at no cost to you, during our business days, respond to your informing us as to any defects or problems in the SYSTEM, which materially affect your use of the SYSTEM, and PAYROLL4FREE shall use commercially reasonable efforts to remedy such problems.

THE ABOVE LIMITED WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY. SPECIFICALLY, THERE EXIST NO WARRANTIES AS TO FUNCTIONALITY, CONTINUOUS OR ERROR FREE OPERATION, ACCURACY, FITNESS OR MERCHANTABILITY.

PAYROLL4FREE IS NOT RESPONSIBLE FOR THE ACTIVITIES OF ANY ADVERTISER AND WILL NOT BE LIABLE FOR ANY ISSUE THAT YOU MAY HAVE WITH ANY ADVERTISER.

THE LIABILITY OF PAYROLL4FREE, ITS OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, REPRESENTATIVES, CONSULTANTS, AGENTS AND SUPPLIERS HEREUNDER FOR ANY AND ALL REASONS WHATSOEVER SHALL BE LIMITED TO THE AMOUNTS PAID BY YOU TO PAYROLL4FREE FOR THE MONTH FOR WHICH YOU ASSERT THAT PAYROLL4FREE BREACHED ANY OBLIGTION OF DUTY.

PAYROLL4FREE SHALL NOT BE RESPONSIBLE FOR ANY LOST PROFITS OR INCIDENTAL OR CONSEQUENTIAL DAMAGES RELATED TO YOUR USE OF THE SYSTEM, EVEN IF IT HAS BEEN MADE AWARE OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES.

13. Indemnity

You agree to indemnify, defend, and hold PAYROLL4FREE harmless from and against any and all demands, claims, or suits by any third party whomsoever, including, but not limited to, your EMPLOYEES, and any and all costs, damages, penalties and expenses, including attorneys’ fees, arising out of or in connection with your use of SYSTEM, except to the extent any such demand, claim, or suit arises out of or in connection with PAYROLL4FREE’s breach of its obligations hereunder.

14. User Acknowledgements

USER understands and acknowledges that:

  • the SYSTEM may not operate error-free or uninterrupted and that your sole remedy upon any defect or interruption is the correction of such defect or refund of fees (paid only for the period of nonperformance) for that particular function after written notice to PAYROLL4FREE;
  • the SYSTEM is the sole and exclusive property of PAYROLL4FREE and shall be considered confidential information;
  • no title or ownership interest of the SYSTEM is or will be acquired by you but that you are simply a USER;
  • neither party shall be responsible for delays or failures in performance of this AGREEMENT resulting from acts beyond the control of such party. Such acts shall include, but not be limited to, acts of God, strikes, lockouts, riots, acts of war, epidemics, computer viruses, governmental regulations superimposed after the fact, fire, communication line failures, earthquakes or other disasters;
  • PAYROLL4FREE is not acting in a fiduciary capacity for you or your business, and using the SYSTEM does not relieve you of any obligations under federal, state, or local laws and regulations to retain records related to your ACCOUNT and contained in the SYSTEM.
  • any advice, including legal, tax, and/or accounting advice, and support services offered or provided by PAYROLL4FREE in connection with your use of the SYSTEM are provided as an accommodation without warranty from PAYROLL4FREE. PAYROLL4FREE shall have no liability or responsibility for the content or your use of such advice. In the event that you make any suggestions to PAYROLL4FREE regarding new features, functionality or performance, PAYROLL4FREE shall be free from any restriction on use or incorporation of such suggested upgrades into the SYSTEM, or new and separate software, without payment of any kind to you;
  • support services do not include training or re-training as to major use of the SYSTEM, nor new data set-up or other major services, and that PAYROLL4FREE has a right to charge additional fees for these services.

15. Term & Termination

This AGREEMENT and all SYSTEM access and SERVICES related to it will continue until terminated by either party. The AGREEMENT may be terminated by either you or PAYROLL4FREE with a written notification to the other party.
PAYROLL4FREE shall have the right to terminate this AGREEMENT upon the breach of any of the above conditions. The terms and conditions of this AGREEMENT that by their nature extend beyond the termination of this AGREEMENT shall survive and remain in effect.

IN THE EVENT OF TERMINATION OF THIS AGREEMENT BY PAYROLL4FREE FOR ANY REASON WHATSOEVER, YOU AGREE THAT BY VIRTUE OF THE TERMINATION, YOU SHALL NOT HAVE ANY RIGHTS TO DAMAGES, COMPENSATION, OR ANY OTHER PAYMENT FOR ANY REASON WHATSOEVER, INCLUDING, BUT NOT BY WAY OF LIMITATION, FOR LOSS OF FUTURE PROFITS OR INVESTMENT, OR IN CONNECTION WITH DAMAGE TO YOUR BUSINESS OR GOOD WILL.

In the event of termination of this AGREEMENT, PAYROLL4FREE shall have no responsibility to preserve any of your records or data files beyond the effective date of any termination, except as may be expressly agreed to in writing by an authorized representative of PAYROLL4FREE.

16. Changes to the Agreement

PAYROLL4FREE shall have the right to modify this AGREEMENT and any SERVICE TERMS and SCHEDULES upon written notice to USER. The current version of the AGREEMENT is available at https://www.payroll4free.com/agreement.html. It is important that you review the AGREEMENT each time there is a modification, because you agree to be bound by the modified AGREEMENT if you continue to use the SYSTEM after you are notified of the modification. If you do not agree to be bound by the modified AGREEMENT then you must stop using the SYSTEM. PAYROLL4FREE reserves the right to change or discontinue any part or all of the SYSTEM and SERVICES at any time and without notice, at PAYROLL4FREE’s sole discretion.

17. Governing Law

This AGREEMENT shall be deemed made in Ohio and shall be governed by the laws of the State of Ohio without regard to its conflict of laws, principles or rules.

18. Arbitration

Any dispute between you and PAYROLL4FREE that cannot be resolved directly, will be submitted to binding arbitration in Cleveland, Ohio pursuant to the rules of the American Arbitration Association. The arbitrator, if a sole arbitrator, or the chairman, if a panel of three arbitrators, shall be a lawyer with experience in handling disputes in the computer software industry and, if a panel, the other two panel members each shall have a background or training in computer law, computer science or the computer software industry. The decision of the arbitrator(s) shall be final and can be enforced by any court of proper jurisdiction. YOU FURTHER ACKNOWLEDGE, UNDERSTAND, AND AGREE THAT YOU AND PAYROLL4FREE ARE EACH WAIVING THEIR RESPECTIVE RIGHTS TO A TRIAL BY JURY AS TO DISPUTES HEREUNDER AND THAT YOU ARE WAIVING YOUR RIGHT TO PARTICIPATE IN ANY CLASS ACTION PROCEEDING ARISING FROM THIS AGREEMENT.

19. General

Any waiver by PAYROLL4FREE of any breach by you of any of your obligations under this AGREEMENT will not be deemed a waiver of any other or subsequent breach. If any provision of this AGREEMENT shall be determined to be invalid, illegal or unenforceable, all other provisions of this AGREEMENT shall be construed to remain fully valid, enforceable, and binding on the parties. If any provision is determined to be invalid, illegal or unenforceable with respect to particular circumstances, it shall nevertheless remain in full force and effect in all other circumstances.

This AGREEMENT and all applicable SERVICE TERMS and SCHEDULES constitute the full and entire understanding and agreement between you and PAYROLL4FREE with respect to the subject matter contained herein and therein, and supersedes all prior and contemporaneous oral and written agreements, representations, understandings, commitments, and practices between them. This AGREEMENT can only be amended or modified by a writing signed by both you and PAYROLL4FREE. That unless otherwise provided herein, any notice, demand, consent, offer, acceptance, approval, request, election, certification, request, waiver, or other communication required or permitted to be given pursuant to this AGREEMENT, shall be deemed given only if in writing.

 

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