MANDATORY WEBSITE AND SOFTWARE TERMS OF USE AGREEMENT
YOU MUST AGREE TO THIS MANDATORY TERMS OF USE AGREEMENT BEFORE USING THIS WEBSITE AND SOFTWARE.
This Terms of Use agreement is entered into by Payroll Professionals, LLC (hereinafter “Payroll Professionals”) and _________________________________________(hereinafter “Company”). Payroll Professionals maintains a website at www.payprofessionals.com which may be accessed by our customers and other authorized individuals. Furthermore, in providing payroll services for your company, we currently allow you use of certain web-based software for your convenience in entering employee payroll information, subject to your compliance with the terms and conditions set forth in this Mandatory Terms of Use Agreement (the "Agreement").
This Agreement, and the terms and conditions listed in the Privacy Policy or that are otherwise incorporated by reference, govern the relationship between Payroll Professionals and you, with respect to your use of the Website, any web-based services or proprietary software offered through the website. YOUR USE OF THE WEBSITE AND THESE SERVICES AND SOFTWARE CREATES A LEGALLY BINDING CONTRACT BASED ON THIS MANDATORY TERMS OF USE AND THE TERMS AND CONDITIONS CONTAINED IN THE PRIVACY POLICY, AND YOU HEREBY AGREE TO ALL SAID TERMS. You acknowledge that you have read and understood the terms and conditions of this Mandatory Terms of Use Agreement (and/or have had the opportunity to consult with counsel) and that you agree to be bound by all of its provisions. If you do not agree to these Mandatory Terms of Use or the Privacy Policy, you must not use the Website or the Software, and you should navigate away from this site immediately.
As used in this Agreement, the words “you” and “your” refer to any person accessing the Payroll Professionals Websites or using the Software. The words “we,” “us,” and “our” refer to Payroll Professionals.
Payroll Professionals may, at any time and in our sole discretion, revise or update this Agreement by posting an amended Agreement on the Website. Please check this page periodically for changes to the Agreement. Your use of the Website or Software following the posting of an updated Agreement constitutes acceptance of the last updated Agreement. If you do not accept the changes, you must delete any account you have and refrain from using the Website and Software. Your continued use of the Website and Software will signify your acceptance of these terms.
Further, Payroll Professionals reserves the right, at any time, to modify or discontinue, temporarily or permanently, the Website (or any part thereof) without notice to you. You agree that Payroll Professionals shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Website, or of any related Services.
If you have any questions about this Agreement or your other agreements, please contact us at:
SITES AND SOFTWARE COVERED
This Agreement applies to conduct in connection with the “Payroll Professionals” website www.payprofessionals.com (the “Website”) and all related services and software.
LICENSE TO USE WEBSITE AND SOFTWARE
As long as you are in compliance with the terms of this Agreement and all associated documents incorporated herein, Payroll Professionals hereby grants you a limited, revocable, non-assignable, non-sublicensable, non-exclusive license to access the Website and Software via an ordinary Internet browser, to view the Website and all Content and Materials thereon that are intended to be displayed publicly. THE AGREEMENT IMPACTS YOUR LEGAL RIGHTS AND RESPONSIBILITIES AND SHOULD BE READ CAREFULLY. Any violation of the terms or conditions of this Agreement is grounds for immediate termination of this limited license. No other rights are granted, implied or otherwise.
ELIGIBILITY TO USE THE WEBSITE AND SOFTWARE
The following are requirements for your eligibility to use the Website, and you hereby warrant that you meet all such eligibility requirements.
1. You are over the age of 18;
2. You are currently a customer or prospective customer of Payroll Professionals.
3. You are not a competitor of Payroll Professionals, nor do you work for, consult for or otherwise assist a competitor of Payroll Professionals; and,
4. You are fully authorized and able to enter into this Agreement, and your entering into this Agreement does not violate any other agreement or legal right of you or any third-party.
AVAILABILITY AND USE OF THE WEBSITE
While Payroll Professionals makes reasonable efforts to ensure that the Website is available at all times, Payroll Professionals does not guarantee, represent or warrant that access to the Website will be uninterrupted or error-free, and Payroll Professionals does not guarantee that users will be able to access or use all or any of the Website features at all times.
Payroll Professionals may change, suspend or discontinue any (or all) aspects of the Website at any time, including the availability of any Website feature or your particular user account, in its sole discretion. Payroll Professionals may also impose limits on the use of or access to certain features or portions of the Website or restrict your access to any part or all of the Website, in all cases without notice or liability. You are prohibited from attempting to or actually accessing those portions of the Website for which you have no permission.
The Websites’ purpose is to provide a service and relevant information to customers of Payroll Professionals, and authorized employees. Mining, scraping or crawling for data that can be used for commercial solicitation is also expressly prohibited.
You acknowledge and agree that Payroll Professionals may send you important notices or other information related to the Website by email or through other means, including mobile or other handheld devices or fax machines.
RULES OF CONDUCT
You must keep your user password and any other information needed to login to the Website, if applicable, confidential and secure. Payroll Professionals is not responsible for any unauthorized access of your account, or any information submitted by you to us by you or other Website visitors, and any ramifications of such access, and you may take no action to disable any account until given explicit notice by you. Under confirmed unauthorized use circumstances, Payroll Professionals may take reasonable efforts with reasonable speed, to disable, lock or otherwise address your situation. In the event that you would like to report a breach, please contact us immediately at: mail@payprofessionals.com with the term “Account Breach Notice” in the subject line.
You are responsible for all materials ("Content") uploaded, posted or stored through your use of the Website and the underlying services, including, without limitation, any Content provided directly or indirectly by You and/or Your employees or contractors. You should consider archiving your Content frequently. You are responsible for any lost or unrecoverable Content. You must provide all required and appropriate warnings, information and disclosures. Payroll Professionals is not responsible for the Content or data you submit through the Services, including without limitation, any errors or incorrect information contained therein. Payroll Professionals will not be liable if You or Your employees or contractors supply inaccurate or incomplete information, if You do not comply with applicable laws, and/or if you fail to make necessary adjustments to wages (such as overtime).
The information You provide to us must be accurate and complete, otherwise the tax calculations may be wrong, and the services may not perform correctly. Payroll Professionals will not be liable for any penalty, interest or other liability that results from inaccurate or incomplete information You supply. In the event that Payroll Professionals becomes aware of any tax agency information that is inaccurate, Payroll Professionals reserves the right to input the correct information.
You agree not to use the Website for any unlawful or fraudulent purpose, including impersonating any person or entity, including, but not limited to, any Payroll Professionals employee, agent, or representative. You may not use any information obtained from the Website to harass, spam or intimidate others or to contact them without their permission.
You may not modify, adapt, translate, copy, reverse engineer, decompile or disassemble any portion of the Website or any Software or Services you have access to. Further, you may not interfere with or disrupt the operation of the Website, including restricting or inhibiting any other person from using the Website by means of hacking, or defacing any portion of the Website. Further, transmitting or making available in connection with the Website any denial-of-service attack, virus, worm, Trojan horse, root kit or other harmful code or activity is prohibited. Moreover, you may not interfere with or violate any other Website visitor's or user's right to privacy or other rights, or mine, harvest or collect personally identifiable information about Website visitors or users, or about Payroll Professionals employees or other individuals identified on the Website, without their express written consent.
You may not mine or harvest information from the Website, including any scraping of the Website. Unless otherwise agreed or permitted by the Website or website user. You may not use the Website to solicit any other Website users, either through Website functionality or through outside functionality.
You may not frame, mirror, in-line link to, or make other similar use of, all or any part of the Website or the Website’s content, including Payroll Professionals’ or any other party’s intellectual property therein, without our prior express written authorization. Under no circumstances can you link to the site using a method that would bypass the login and password stage. You may not access any portion of the Website that is not public or is not meant to be accessed by general users, and you may not attempt to override any security measures in place on the Website.
To the extent that you may access or download any software that is made available through Payroll Professionals from the Website ("Software"), such Software is the copyrighted work of Payroll Professionals and/or its various third-party licensors. Your use of the Software is governed by the terms of the end user license agreement, if any, which accompanies or is included with the Software. Any warranty applicable to the Software will be specified in the terms of the License Agreement and no additional warranties are provided herein. If you have any inquiries concerning these terms, please consult Payroll Professionals before accessing any programs.
YOU UNDERSTAND AND AGREE THAT ANY UNAUTHORIZED USE OF ANY WEBSITE MATERIALS OR SOFTWARE WILL BE SUBJECT TO STIPULATED DAMAGES IN THE AMOUNT OF $50,000, TOGETHER WITH ANY OTHER REMEDIES AVAILABLE TO PAYROLL PROFESSIONALS AT LAW OR EQUITY.
To the extent that you believe that a local law may impact this Agreement (noting, however, that Payroll Professionals believes that this Agreement to control under Indiana law and you agree to have Indiana law govern), you agree to advise Payroll Professionals of any provision contained herein that you believe to be necessary to modify. Otherwise, this will further confirm your consent and agreement to the express terms contained herein.
PAYROLL PROFESSIONALS’ INTELLECTUAL PROPERTY RIGHTS
The Materials, the Website and its downloadable contents are protected by the copyright laws of the United States and other jurisdictions world-wide. You recognize that while some of the Materials available on the Website may be compiled from publicly available sources, the compilation of such materials represents protectable effort and expression exerted by Payroll Professionals, and you agree not to contest same.
The trademarks, service marks, logos and any designs used or displayed on the Website specific to Payroll Professionals are trademarks and/or service marks owned by Payroll Professionals. Any use of copyrighted works, trademarks or service marks, including the reproduction, modification, distribution or republication of same without the prior express written permission of Payroll Professionals is strictly prohibited. All rights reserved.
Payroll Professionals can be reached by directing communications to: mail@payprofessionals.com
ENFORCEMENT OF THE AGREEMENT
Payroll Professionals may investigate any reported, alleged or suspected violation of this Agreement, and take any action that Payroll Professionals, in its sole discretion, deems appropriate. Such action may include issuing warnings, suspension of a user’s access to the Website or complete termination of such access, at any time. Payroll Professionals reserves the right to recover those amounts spent in connection with enforcement, from any violation of these terms.
LIMITATION OF LIABILITY AND DISCLAIMER OF WARRANTIES
IN NO EVENT SHALL PAYROLL PROFESSIONALS, ITS SUPPLIERS OR OTHER THIRD PARTIES MENTIONED ON THE WEBSITE BE LIABLE FOR ANY DAMAGES WHATSOEVER RESULTING FROM YOUR USE OR ANY OTHER INDIVIDUAL’S USE OF OR ACCESS TO THE WEBSITE OR ANY SOFTWARE OR SERVICES PROVIDED HEREON. Payroll Professionals DOES NOT WARRANT THAT ACCESS TO THE WEBSITE WILL BE UNINTERRUPTED OR ERROR-FREE. Payroll Professionals DISCLAIMS ANY AND ALL LIABILITY FROM ANY MALFUNCTIONS, LIMITATIONS ON ACCESS OR INTERRUPTIONS IN AND TO THE WEBSITE. FURTHER, NEITHER Payroll Professionals, NOR ANY OTHER PARTY INVOLVED IN THE CREATION, PRODUCTION OR HOSTING OF THE WEBSITE SHALL BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES ARISING OUT OF YOUR USE AND/OR ACCESS TO THE WEBSITE OR ANY SOFTWARE OR SERVICES CONTAINED HEREON. YOUR SOLE REMEDY FOR DISSATISFACTION WITH THE WEBSITE OR THE SOFTWARE IS TO STOP USING THE WEBSITE OR THE MATERIALS.
Payroll Professionals HAS NO OBLIGATION TO VERIFY THE IDENTITY OF ANY USER UTILIZING THE WEBSITE OR THE SERVICES AVAILABLE THEREON, NOR DOES Payroll Professionals HAVE ANY OBLIGATION TO MONITOR THE USE OF THE WEBSITE BY OTHER USERS. Payroll Professionals WILL NOT BE HELD LIABLE FOR IDENTITY THEFT OR ANY OTHER MISUSE OF YOUR IDENTITY OR INFORMATION.
WITHOUT LIMITING THE FOREGOING, AND TO THE FULLEST EXTENT PERMISSIBLE UNDER LAW, EVERYTHING ON THE WEBSITE IS PROVIDED TO YOU "AS IS" AND Payroll Professionals SPECIFICALLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT WITH RESPECT TO THE WEBSITE, ITS CONTENTS, AND ANY GOODS OR SERVICE PROVIDED VIA THE WEBSITE. IF YOU ARE DISSATISFIED OR HARMED AS A RESULT OF YOUR USE OF THE WEBSITE OR ANY SOFTWARE YOU ARE GIVEN ACCESS TO, YOU MAY TERMINATE THE AGREEMENT AND SUCH TERMINATION SHALL BE YOUR SOLE AND EXCLUSIVE REMEDY.
Notwithstanding the foregoing, in the event that a court shall find that the above disclaimers are not enforceable, the Parties agree that neither Payroll Professionals nor any of its employees or shareholders shall be liable for any indirect, incidental, punitive, special, or consequential damages or loss of use, lost revenue, lost profits or data to you or any third party from your use of the Website or any Services or Software accessed through or downloaded from the Website, even if Payroll Professionals is aware or has been advised of the possibility of such damages. This limitation shall apply regardless of the basis of your claim or whether or not the limited remedies provided herein fail of their essential purpose. You acknowledge that you have entered into this Agreement as a commercial customer and not as an individual consumer.
This limitation shall not apply to any damage that Payroll Professionals causes you intentionally and knowingly in violation of this Agreement or applicable law that cannot be disclaimed in this Agreement.
INDEMNITY
You agree to defend, indemnify and hold harmless Payroll Professionals, its affiliates and its suppliers, and each of their respective partners, employees, representatives and agents (and if applicable, Franchisees), from and against all claims, losses, costs, damages, liabilities and expenses (including, but not limited to, attorney fees) arising out of:
Your activities in connection with the Website;
Any violation of this Agreement by you;
Any improper or unauthorized use of the Materials by you;
Any conduct, activity or action which is unlawful or illegal under any state, federal or common law, or violative of the rights of any individual or entity, engaged in, caused by, or facilitated in any way through the use of software or information which appears on the Website;
To the extent that you voluntarily provide your login, password or access information to another, you agree to be bound by and responsible for their actions hereon.
SECURITY
Payroll Professionals attempts to secure your personal information and the information you submit to us from unauthorized access, use or disclosure. Payroll Professionals attempts to secure the Personal Information you provide on computer servers in a controlled, secure environment, protected from unauthorized access, use or disclosure. When Personal Information is transmitted to other websites, it is protected through the use of encryption, such as the Secure Socket Layer (SSL) protocol. Payroll Professionals is not responsible for any interception or interruption of any communications through the Internet or for changes to or losses of data. It is your sole responsibility to protect the confidentiality of your password or other Website login information, and Payroll Professionals will not be held responsible for any unauthorized use of such information. Furthermore, you agree that in no event shall Payroll Professionals or its third-party vendors be liable for unauthorized access by another of any information you submit, whether due to your own negligence, alleged negligence by Payroll Professionals, or as a result of a security breach. You acknowledge and agree that by providing Payroll Professionals with any personal information through the Website, you consent to the transmission of such personal user information, including without limitation, over international borders, as necessary for processing in accordance with our standard business practices and privacy policy.
CHOICE OF LAW AND JURISDICTION
Unless otherwise specified, the Website and its contents are provided solely for providing information. The Website is controlled and operated by Payroll Professionals from Indiana, in the United States of America, regardless of where its servers may be located, from time to time. You agree that any dispute arising under the Agreement shall be resolved exclusively by Indiana state or federal courts, applying Indiana law regardless of any principles of conflicts of law. By your use, you waive any jurisdictional, venue or inconvenient forum objections to such courts for purposes of resolving these disputes.
Although the Website is available worldwide, you understand and agree that the law of your home jurisdiction may provide protections not provided Indiana, and that by visiting the Website, you unequivocally and unambiguously agree to submit and adjudicate any disputes which arise out of such use pursuant to the terms and conditions stated in this Choice of Law and Jurisdiction clause.
To the extent that you breach this Agreement, and litigation is required to enforce this agreement, or to stop violative conduct, and an Arbitrator or Court grants relief to Payroll Professionals, you agree to pay the costs associated with the arbitration or Court proceeding as well as Payroll Professionals’ legal fees.
EXPORT CONTROL
By your use of the Website and Software, you acknowledge that you may not export, re-export, sell, divert, transfer or otherwise dispose of any software or Service to any end-user without obtaining required authorizations.
GENERAL TERMS
SEVERABILITY
If any provision of this Agreement is found for any reason to be unlawful, void or unenforceable, then that provision will be given its maximum enforceable effect or shall be deemed severable from this Agreement and will not affect the validity and enforceability of any remaining provision.
ENTIRE AGREEMENTS AND AMENDMENTS
This Agreement and those encompassed by reference constitute the entire agreement between you and Payroll Professionals regarding your use and interaction with the Website and the Software. This Agreement supersedes any and all prior agreements related to this topic, whether written or oral. Any amendments to this Agreement by you must be in writing. Payroll Professionals may modify this Agreement at any time by posting modified terms to the Website, and all such terms will be binding prospectively, but not retroactively, upon posting.
NOTICES
All notices to you under this Agreement may be provided via e-mail or any other communications means you provide to the Website. All notices from you to Payroll Professionals’ address indicated above must be sent to:
Payroll Professionals
808 E Main St
Greenfield, IN 46140
Email: mail@payprofessionals.com
WAIVER
Any failure by Payroll Professionals to enforce any term of this Agreement against you or any other user shall not be considered a waiver of Payroll Professionals’ right to enforce this Agreement as to any future violations committed by you or any other user.
ASSIGNMENT
This Agreement is personal to you, and you have no right to assign this Agreement to any party. Payroll Professionals may assign all or part of this Agreement to any party, at any time. Payroll Professionals may substitute itself, by way of unilateral novation, effective upon notice to you or upon posting to the Website, for any third party that assumes Payroll Professionals’ rights and obligations under this Agreement.
IN WITNESS WHEREOF, Company has read and reviewed the above Terms of Use Agreement and Agrees to all terms contained herein, as of the Effective Date.
COMPANY
By:
[NAME]
[TITLE]
Privacy Policy
At Payroll Professionals, LLC, we place a high priority on protecting the personal information you provide to us through our Web site, payprofessionals.com. Please read the following privacy policy to understand how we safeguard your personal information.
What information do we collect?
We do not collect any personal information from you unless you voluntarily choose to disclose that information. This includes your name, address, telephone number, e-mail address, place of employment, etc. Should you choose to supply us with this information, we will not, under any circumstance, sell or trade your personal information to third parties. We will use any personal information you provide to us solely in the manner agreed upon. We may also use your personal information to electronically distribute to you Newsletters, Alerts and other updates that we prepare, but only if you have asked to be included in the distribution lists for such material.
Please note: You may opt-out of receiving firm-related e-mails or other forms of communication at any time.
Cookies
By using cookies, we are able to track information regarding how our Website is used. Information we collect includes the amount of time a visitor spends on our site, pages viewed, the referring site, average visits per day, new versus returning users, and entry and exit pages. We do not tie a specific visit to a specific IP address. The cookie information does not include personal data about a user of our Web site, such as a user’s name, age, phone number, e-mail address or mailing address. Most Web browsers are initially set up to accept cookies. If you prefer, you can set your Web browser to reject these cookies.
Links to Other Web Sites
This Web site (payprofessionals.com) may contain links to external Web sites that fall outside of the payprofessionals.com domain. We are not responsible for the protection and privacy of any information that you provide while visiting these other sites, and these external Web sites are not governed by this Privacy Policy. If you have questions regarding how a site uses your information, consult that site's privacy statement.