1. PAYSTUBS SERVICES
1.1 PayStubs will provide User the Services requested in accordance with this Agreement enabling Users to generate pay stubs, tax forms, and related documents (“Payroll Documents'') for the User, and User’s employees and contractors (“Personnel”) through User’s PayStubs account (“User Account”) and send Payroll Documents to Personnel electronically and by regular mail. User may also run payrolls using a third-party payment processor integrated with the Platform. User shall submit the required information and completed and executed documents PayStubs requires for providing the Service, which documents shall include any federal, state or local powers of attorney required by PayStubs, User account information and any additional information requested by PayStubs.
1.2 No Financial or Tax Advice. PayStubs is not giving any financial or tax advice in its provision of the Services to User. By signing this Agreement, User represents and warrants that User has reviewed with User’s own tax advisors the federal, state, local and foreign tax consequences of obtaining the Services from PayStubs and the transactions contemplated by this Agreement and is relying solely on such advisors and not on any statements or representations of PayStubs. User understands and agrees that User (and not PayStubs) shall be responsible for any tax liability or any other penalties that may arise as a result of using the Platform and the transactions contemplated by this Agreement.
User is responsible for paying to PayStubs the fees corresponding to the pricing plan selected by the User or otherwise agreed with PayStubs (“the Fees”). Pricing plans are tiered, based on the number of User Personnel for whom the User is processing payrolls. User may increase the number of Personnel covered and move to the next tier at any time, and User will be billed the increased Fees for that month. If User wishes to reduce covered Personnel and drop down a tier, such change will take effect at the end of the then current billing month. User authorizes PayStubs to automatically charge the Fees to the credit card PayStubs has on file for the User.
3. PAYROLL INFORMATION.
3.1 For purposes of this Agreement, “Payroll Information” shall mean all information posted by User to the Platform, including, but not limited to, personal information of Personnel, information used to calculate and pay Personnel payroll, track User defined employee benefits, calculate applicable payroll taxes, comply with garnishment orders, produce payroll tax returns, W-2 statements, 1099 forms, and process payroll through third-party payment processor (if applicable). User shall be fully responsible for the accuracy of all Payroll Information submitted to the Platform and shall be liable, without cap or limitation, for any penalties and/or interest arising therefrom.
3.2 In order for PayStubs to provide the Services, User must submit accurate Payroll Information to the Platform. User has approved all Payroll Information and User waives and releases any claim against PayStubs arising out of any errors in the Payroll Information which User has not itself corrected or has not requested PayStubs to correct. Final audit responsibility rests with User, and PayStubs has no responsibility for verifying the accuracy of any Payroll Information User provides or directly inputs via the Platform or any other method. PayStub’s Services are provided as a convenience and not as a replacement for User’s primary document and information storage system. User will retain originals and back up copies of any documents and/or Payroll Information submitted to PayStubs.
3.3 User shall promptly update all Payroll Information as necessary to reflect changes and respond with additional information requested from time to time by PayStubs. It is User’s responsibility to submit complete and accurate information to PayStubs in connection with the Services.PayStubs is not liable for any losses incurred by User due to the information submitted by User.
3.4 Payroll Information for Personnel must be reconciled with User’s payroll tax returns for the current calendar year and User’s wage and payroll tax information for the current quarter.
4. USER DISCLOSURE OF DATA
4.1 PayStubs will hold in strict confidence all Payroll Information submitted by User or provided by PayStubs under this Agreement; provided, however, that PayStubs will not be held liable if such data is released through other sources, or if PayStubs, its employees and agents release the data because of a reasonable belief that User has consented to such disclosure.
4.2 In disclosing personal data relating to any Personnel, User represents and warrants: (i) that it has obtained the individuals’ consent; (ii) it has obtained the consents on behalf of such individuals to PayStubs’ collection, use and disclosure for the given purpose of providing the Services; (iii) User’s collection, use, disclosure and destruction of any such personal data is in compliance with all applicable laws; (iv) User will ensure that all notifications, authorizations and consents have been or will be obtained from respective Personnel in accordance with applicable laws; (v) User is not using the Services for legal or tax advice; and (vi) User is not using the Service as a repository for User’s Payroll Information and tax documents.
5. PROPRIETARY RIGHTS
5.1 User Content and Licenses Granted. “User Content” means any text, graphics, images, music, software, audio, video, works of authorship of any kind, and documents, information, or other materials that are uploaded to, posted to, stored on, or created using the Platform by Users. For the avoidance of doubt, any templates, documents, or materials that PayStubs provides to User via the Services shall constitute PayStubs Content (as defined below) hereunder. PayStubs does not claim any ownership rights in any User Content and nothing in this Agreement will be deemed to restrict any rights that User may have to use and exploit User Content. However, by making any User Content available through the Services, User hereby grants to PayStubs a non-exclusive, transferable, sublicensable, worldwide, royalty-free license to use, copy, modify, create derivative works based upon, publicly display, publicly perform, and distribute User Content in connection with operating and providing the Platform and the Services. User is solely responsible for all User Content. User represents and warrants that User owns all User Content or User has all rights that are necessary to grant PayStubs the license rights in User Content under this Agreement.
5.2 User may generally remove User Content from the Platform, provided that certain types of User Content may not be removed from the Platform, to comply with PayStubs regulatory obligations. Moreover, in certain instances, some User Content may not be completely removed and copies of User Content may continue to exist on the Platform. PayStubs is not responsible or liable for the removal or deletion of (or the failure to remove or delete) any User Content.
5.3 “PayStubs Content” means text, graphics, images, music, software, audio, video, works of authorship of any kind, and documents, information, or other materials that are posted, generated, provided, or otherwise made available through the Services by PayStubs, other than User Content. User Content and PayStubs Content shall be collectively referred to herein as “Content.” PayStubs and its licensors exclusively own all worldwide right, title, and interest in and to the PayStubs Content, and also in and to the Platform and the Services, including in each case all associated intellectual property rights (“PayStubs IP”). User acknowledges that the Platform, Services, and PayStubs Content are protected by copyright, trademark, and other laws of the United States and foreign countries. User agrees not to remove, alter, or obscure any copyright, trademark, service mark, or other proprietary rights notices incorporated in or accompanying the Platform, Services, or PayStubs Content. This Agreement does not convey any proprietary interest in or to any PayStubs IP or rights of entitlement to the use thereof except as expressly set forth herein. Any feedback, comments, and suggestions User may provide for improvements to the Platform, Services, or PayStubs Content (“Feedback”) is given entirely voluntarily and PayStubs will be free to use, disclose, reproduce, license, or otherwise distribute and exploit such Feedback as it sees fit, entirely without obligation or restriction of any kind. Feedback includes, without limitation, feedback User provides to PayStubs in response to any surveys PayStubs conducts, through any available technology, about User’s experience.
5.4 Subject to User’s compliance with this Agreement, PayStubs grants User a limited, non-exclusive, non-transferable, non-sublicensable license to access, view, and download PayStubs Content solely in connection with User’s permitted use of the Platform for User’s own behalf.
6. THIRD-PARTY SERVICES
6.1 Through the Platform, User will be able to elect to receive services from partners of PayStubs including third-party payment processors (each such service, a “Third-Party Service” and each such partner, a “Partner”). User is solely responsible for, and assumes all risk arising from, User’s election to receive and User’s receipt of any Third-Party Service. PayStubs is not responsible for Third-Party Services, or any material, information, or results made available through Third-Party Services. The applicable Partners may require User to agree to terms and conditions or agreements with respect to their provision of the Third-Party Services to User. PayStubs reserves the right to terminate this Agreement and the provision of Services in the event User breaches the terms of its agreement with any Partner.
6.2 User acknowledges that PayStubs may receive a referral fee or discount from any Partner introduced to User through the Platform.
6.3 If User elects to receive a Third-Party Service, User authorizes PayStubs to submit to the applicable Partner any and all documents and information about User, User’s business and User’s Personnel that are necessary for such Partner to provide the Third-Party Service to User, including Payroll Information, requested by such Partner that User has provided to PayStubs in connection with this Agreement and User’s receipt of the Services (collectively, the “Shared Information”). User is responsible for the accuracy of all Shared Information. User represents and warrants that User has all the rights in and to any Shared Information necessary to provide Shared Information to PayStubs and for PayStubs to provide it to Partners, and that PayStubs’ use or disclosure of Shared Information as contemplated hereunder will not violate any rights of privacy or other proprietary rights, or any applicable local, state, or federal laws, regulations, orders, or rules. User agrees that by electing to receive a Third-Party Service, and by consenting and authorizing PayStubs to submit User’s Shared Information to a Partner, User has waived and released any Claim against PayStubs and its directors, officers, and employees arising out of a Partner’s use of User’s Shared Information, even if that use is not authorized by the applicable agreement between User and the Partner.
8.1 The Services and this Agreement will continue until they are terminated by either party. User may terminate the Services and this Agreement through User’s Account. PayStubs may terminate the Services and this Agreement by giving User at least thirty (30) days’ prior written notice.
8.2 In addition to PayStubs’ foregoing termination right, PayStubs may immediately suspend or restrict User’s Account; suspend or restrict User’s access to the Platform or any Services; block User’s ability to use any particular feature of a Service; or immediately terminate the Services and this Agreement, in each case with or without notice to User, in the event that: (i) PayStubs has any reason to suspect or believe that User may be in violation of this Agreement or User’s agreement with any Partner; (ii) PayStubs determines that User’s actions are likely to cause legal liability for or material negative impact to PayStubs; (iii) PayStubs believes that User has misrepresented any data or information or that User has engaged in fraudulent or deceptive practices or illegal activities; (iv) PayStubs has determined that User is behind in payment of fees for the Services and User has not cured such non-payment within five (5) days of PayStubs providing User with notice of the non-payment; or (v) User files a petition under the U.S. Bankruptcy Code or a similar state or federal law, or a petition under the U.S. Bankruptcy Code or a similar state or federal law is filed against User. Furthermore, while PayStubs strives to support a multitude of business and organization types, in certain unique situations, if PayStubs cannot support the payroll-related filings for User’s business or organization type, PayStubs may immediately terminate the Services and this Agreement upon written notice to User.
8.3 The termination of any of the Services or this Agreement will not affect User’s or PayStubs’ rights with respect to transactions which occurred before termination. PayStubs will have no liability for any costs, losses, damages, penalties, fines, expenses, or liabilities arising out of or related to PayStubs’ termination of this Agreement. Any sections of this Agreement, which by their nature should survive, will survive and remain in effect even if this Agreement is terminated, canceled, or rescinded.
8.4 Upon termination of any of the Service(s) and/or termination of this Agreement, User’s right to access and use such terminated Services(s) will automatically terminate; provided, however, that PayStubs will generally continue to provide User with the ability to access User’s Account in a limited capacity with respect to such terminated Service(s) to view and download information that was available in User’s Account at the time of termination of such Service(s) (the “Limited Access Rights”). While User has Limited Access Rights, User shall use reasonable efforts to adequately secure, and keep confidential, any passwords or credentials for User’s Account, and any information accessible via User’s Account. PayStubs may deny the Limited Access Rights to User, or PayStubs may revoke the Limited Access Rights at any time, in its sole discretion, if it has any reason to believe that User may have at any time breached Section 11 of this Agreement.
9. DISPUTE RESOLUTION.
9.1 The choice of law shall be the law of the United Arab Emirates, the legal seat of the arbitration shall be Dubai, and the language of the arbitration shall be English.
9.2 Arbitration. Any dispute arising out of or in connection with this contract, including any question regarding its existence, validity or termination, shall be referred to the Dubai International Arbitration Centre and finally resolved by arbitration under the DIAC Arbitration Rules in force on the date of the submission of the request for arbitration (“the Rules”), which Rules are deemed to be incorporated by reference into this clause. The number of arbitrators, to be appointed in accordance with the Rules, shall be one.
9.3 JURY TRIAL WAIVER. USER AND PAYSTUBS HEREBY KNOWINGLY, VOLUNTARILY, INTENTIONALLY AND IRREVOCABLY WAIVE THE RIGHT TO A TRIAL BY JURY IN RESPECT TO ANY LITIGATION BASED HEREON OR RELATING TO THE SERVICES OR ANY OTHER DISPUTE OR CONTROVERSY BETWEEN THE PARTIES. FURTHER, USER AND PAYSTUBS HEREBY AGREE THAT ANY LITIGATION WILL PROCEED ON AN INDIVIDUAL BASIS AND WILL NOT PROCEED AS PART OF A CLASS ACTION.
9.4 Injunctive Relief. User acknowledges that breach of this Agreement shall give rise to irreparable injury to PayStubs, not adequately compensated by damages. Accordingly, PayStubs may seek and obtain injunctive relief against the breach or threatened breach of the undertakings contained herein, in addition to any other legal remedies which may be available, without the requirement of posting bond. User further acknowledges and agrees that the covenants contained herein are necessary for the protection of PayStub’s legitimate business interests and are reasonable in scope and content.
10. ELECTRONIC SIGNATURE.
By selecting the “I Accept” button, User signs this Agreement electronically and agrees User’s electronic signature is the legal equivalent of its ink signature on this Agreement. By selecting “I Accept'' User consents to be legally bound by this Agreement’s terms and conditions. User further agrees that its use of a keypad, mouse or other device to select an item, button, icon or similar act/action, or to otherwise provide us instructions electronically, or making any acceptance of any agreement, acknowledgement, consent terms, disclosures or conditions constitutes its signature (hereinafter referred to as “E-Signature”), acceptance and agreement as if actually signed by User in writing. User also agrees that no certification authority or other third-party verification is necessary to validate its E-Signature and that the lack of such certification or third-party verification will not in any way affect the enforceability of its E-Signature or any resulting contract between User and us. User also represent that it is authorized to enter into this Agreement.
11. GENERAL PROHIBITIONS
11.1 User agrees not to take any of the following actions:
(a) Post, upload, publish, submit, share, distribute, or transmit any User Content that: (i) User lacks the authority to post, upload, publish, submit, share, distribute, or transmit; (ii) infringes, misappropriates, or violates a third party’s patent, copyright, trademark, trade secret, moral rights, or other intellectual property rights, or rights of publicity or privacy; (iii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iv) is fraudulent, false, misleading, or deceptive; (v) is defamatory, indecent, obscene, pornographic, vulgar, or offensive; (vi) promotes discrimination, bigotry, racism, hatred, harassment, or harm against any individual or group; (vii) is violent or threatening or promotes violence or actions that are threatening to any person or entity; (viii) promotes illegal or harmful activities or substances; or (ix) contains software viruses, worms, defects, Trojans, adware, spyware, malware, or other similar computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware device;
(b) Use the Services other than as authorized in this Agreement;
(c) Resell, sublicense, timeshare, or otherwise share the Services with any third party;
(d) Display, mirror, or frame (i) the Site or the layout or design of any page on the site or form contained on a page; (ii) the Platform; (iii) the Services; or (iv) Content or any individual element within the Site, Platform, or Services, including PayStubs’ name and any PayStubs trademark, logo, or other proprietary information, in each case, without PayStubs’ express prior written consent;
(e) Access, tamper with, or use non-public areas of the Platform, Services, PayStubs’ computer systems, or the technical delivery systems of PayStubs’ providers;
(f) Attempt to probe, scan, or test the vulnerability of any PayStubs system or network or breach any security or authentication measures;
(g) Avoid, bypass, remove, deactivate, impair, descramble, or otherwise circumvent any technological measure implemented by PayStubs or any of PayStubs’ providers or any other third party (including another User) to protect the Platform, Services, or Content;
(h) Send any unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, chain letters, or other form of solicitation through the Platform or Services;
(i) Use the Platform, Services, or Content, or any portion thereof, (i) for any purpose other than User’s internal business purposes, or (ii) for the benefit of any third party or in any manner not permitted by this Agreement;
(j) 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 to provide the Platform, Services, or Content;
(k) Modify, translate, or otherwise create derivative works of any part of the Platform, Services, or Content other than User’s own User Content;
(l) Interfere with, or attempt to interfere with, the access of any User, host, or network, or use any device, software, or routine that is intended to damage, surreptitiously intercept, or expropriate any system, data, or communication, including, without limitation, by sending a virus, overloading, flooding, spamming, or mail-bombing the Platform or Services;
(m) Collect from or store on the Platform or Services any personally identifiable information or protected health information of other Users without their express permission;
(n) Impersonate or misrepresent User’s affiliation with any person or entity;
(o) Engage in any fraudulent, deceptive, or illegal practices or activities, or use the Services to directly or indirectly support any such practices or activities;
11.2 PayStubs reserves the right to immediately remove any User Content PayStubs reasonably belives to be in violation of Section 11.1(a) above, and take such other steps as it deems necessary for any material breaches of this Section 11 by User, including terminating this Agreement, suspending User’s use of the Platform and the Services, and notifying the relevant authorities.
12.1 User agrees to indemnify, defend and hold PayStubs and its agents, contractors, services PayStubs’ and affiliates, including its and their respective directors, officers, employees, agents and contractors (each, an “Indemnified Party”), harmless against all liabilities, claims, demands, damages, losses, fines, judgments, disputes, costs, charges and expenses made by User or others resulting from, arising out of or related to PayStubs’ or any other Indemnified Party’s provision of the Service, reliance on information and data furnished by User or resulting from activities that PayStubs or any other Indemnified Party undertakes at User’s request, or at the request of anyone PayStubs or any other Indemnified Party believes in good faith to be an authorized agent of User, including, without limitation, costs, reasonable attorneys’ fees and expert witnesses’ fees incurred in connection with such claims. User agrees that neither PayStubs nor any other Indemnified Party will be liable for any loss or damage caused by PayStubs’ or any other Indemnified Party’s delay in furnishing the Services..
12.2 Liability Cap. In no event will PayStubs’ or any other Indemnified Party’s liability for any act or omission relating to the Services exceed the total charge for services provided for the six (6) month period immediately preceding such act or omission by PayStubs.
12.3 CONSEQUENTIAL LOSS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL PAYSTUBS OR ANY OTHER INDEMNIFIED PARTY HAVE LIABILITY FOR ANY CONSEQUENTIAL, SPECIAL, PUNITIVE OR INDIRECT LOSS OR DAMAGES REGARDLESS OF WHETHER SUCH DAMAGES ARE BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER THEORY OR FORM OF ACTION OR WHETHER PAYSTUBS OR ANY OTHER INDEMNIFIED PARTY KNEW OR SHOULD HAVE KNOWN OF THE LIKELIHOOD OF SUCH DAMAGES IN ANY CIRCUMSTANCES. USER ACKNOWLEDGES THAT NEITHER PAYSTUBS NOR ANY OTHER INDEMNIFIED PARTY MAKES ANY WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICE, THE SOFTWARE MATERIALS, THE ONLINE SERVICES, AND ANY EQUIPMENT OR SOFTWARE USED IN CONNECTION WITH THE SERVICE, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF MERCHANTABILITY AND OF FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.
13.1 Changes. PayStubs reserves the right to change the terms, conditions, and Fees for the Services at any time. PayStubs will endeavor to, but shall not be obligated to, provide thirty (30) days prior notice of any material change, including fees. Notice may be provided in writing, electronically or via the Platform. If User does not wish to be bound by such change, it may discontinue using and terminate the Services before the change becomes effective. If User continues to use the Services after the change becomes effective, it will be bound by the change. User has the responsibility to assure that User’s address, including any electronic address(es), and account information in PayStubs’ records is accurate. The timing of an advance notice of change may be shortened when permitted or required by law.
13.2 Entire Agreement. This Agreement contains the entire understanding between PayStubs and User concerning the matters addressed herein. Any modification to this Agreement must be in writing, signed by PayStubs and User.
13.3 No Waiver. No waiver on behalf of any party of any breach of the provisions of this Agreement shall be effective or binding upon such party unless the same shall be expressed in writing and any waiver so expressed shall not limit or affect such party’s rights with respect to any future breach of any of the provisions of this Agreement. No failure on the part of any party to exercise, and no delay in exercising, any right under this Agreement shall operate as a waiver of such right. No single or partial exercise of any such right shall preclude any other or further exercise of such right or the exercise of any other right.
13.4 Independent Contractors. PayStubs is an independent contractor with respect to the provision of the Services. PayStubs and User both specifically and expressly disclaim any intention to create a partnership or joint venture or to constitute any party as agent of the other. Nothing in the Agreement will result in a party being a partner of the other party nor impose any partnership obligations on any party
13.5 Severability. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision.
13.6 No Third-Party Beneficiaries. Nothing in this Agreement is intended, nor will be deemed, to confer rights or remedies upon any person or legal entity not a party to this Agreement.
13.7 Assignment. User shall not assign this Agreement without the prior written consent of PayStubs. The provisions of this Agreement shall inure to the benefit of, and be binding upon, the parties and their respective successors and permitted assigns. PayStubs may assign this Agreement at any time in its sole discretion.