Central

(a) Company may make certain additional services available through its Site (e.g., payroll services, compliance work, benefits, cash accounts, etc.). In addition, to the extent you purchase third-party services offered, referred, resold or otherwise made available by Company through the Site, you may be subject to the terms of service for that third-party service provider.

(b) You acknowledge that Company is not a lawyer, accountant, or other professional services provider, and accordingly, does not provide legal, financial, benefits, tax, IT, compliance, or other professional advice. Any information provided by Company is intended for your general use only, and does not constitute legal or professional advice. You understand that you are responsible for any actions taken based upon information received from Company, and where professional advice is needed, that you should seek independent professional advice from a person who is licensed or qualified in the applicable area.

(c) Company’s services may only be accessed and used by your individual employees or contractors who are (i) at least 18 years of age, and (ii) authorized by you to use Company’s services. You are responsible for ensuring that any user that you allow to access Company’s services is authorized to do so by law, and that such individual’s use of Company’s services complies with all wage and hour laws, employment laws, and any other applicable laws and regulations.

(a) You are fully responsible for all activities associated with your account, including all activities of your employees and contractors on the Site associated with their user accounts.

(b) Customer will designate and authorize either itself and/or one or more individuals with authority to (i) act on Customer’s behalf, (ii) provide information on Customer’s behalf, and (iii) bind Customer and/or Customer’s business with respect to Company’s services (each such individual, an “Account Administrator”). Customer is solely responsible for all actions taken under any account to which Customer has access. Any actions taken under such accounts will be deemed authorized by Customer, regardless of Customer’s knowledge of such actions (the “Authorized Actions”). Authorized Actions include but are not limited to actions taken by Customer, an Account Administrator, or an authorized accountant, broker, or HR or IT consulting representative of Customer, or such actions that they direct or instruct Company to take on Customer’s behalf.

(c) Customer agrees that, to the fullest extent permitted by law, the provision of account login or identity verification credentials to Company by or on behalf of Customer, an Account Administrator, or an authorized representative, together with any actions authorized by such foregoing parties via Company’s services, whether by clicking the applicable action button, providing a verbal instruction or otherwise, will have the same effect as providing a written signature authorizing the applicable action.

(d) When you execute documents using the e-signature tools through Company’s Services, you consent to electronically sign such documents and agree that your electronic signature is the legal equivalent of your manual or handwritten signature. By selecting an “I Accept” button or checkbox, or otherwise placing an electronic signature on the document designated by Company, you expressly affirm that: (i) you are able to access and view the relevant documents that you are electronically signing, (ii) you consent to conduct business electronically with respect to the transaction contemplated by the documents, (iii) you agree to the use of an electronic signature for the documents, and (iv) you are authorized to enter into the relevant agreements, and be bound by their terms. You further agree that no certification authority or other third party verification is necessary to validate your electronic signature, and that the lack of such certification or third party verification will not in any way affect the enforceability of your electronic signature or any resulting agreement.

(e) You agree that Company may electronically deliver service-related documents and/or disclosures to you, which may include tax and health insurance notices, as applicable. You also authorize Company to receive such service-related documents and/or disclosures electronically on your behalf, and agree to be notified of such notices electronically. If you are using Company’s services on behalf of a Customer and/or its employees and contractors, you represent that you have affirmative consent from your employees and/or contractors of such company to receive electronic disclosures from Company’s services.

(f) As a Customer, you acknowledge that Company relies on electronic communications as a core component of its services; accordingly, if you are using Company’s services on behalf of a Customer and/or its employees and contractors and withdraw electronic consent for such Customer and/or its employees and contractors, Company may no longer be able to provide Company’s services to you, and may terminate Customer’s use of Company’s services in whole or in part. To the extent any employee or contractor withdraws electronic consent to receive documents (including tax and health insurance documents and notices) from Company, it is your responsibility to ensure that paper copies of the relevant documents are provided to the employee or contractor.

(g) You acknowledge that, under applicable laws, some documents may require a manual or handwritten signature, and that it is your responsibility to determine whether a document requires a manual or handwritten signature. You understand that you are solely responsible with respect to the content, validity, or enforceability of any document, and that Company makes no representations or warranties regarding the validity or enforceability of your documents signed using our e-sign service.

(h) All Company’s services will be based upon information provided to Company by you, by your employees or representatives, or by third party services from which you may elect to import your information (including proof of federal, state and local tax identification numbers, payroll information, benefit information and insurance information, leave policies and other employment practices) (“User Representations”). You must review all User Representations and ensure such information is accurate, complete, and timely. You acknowledge that Company is entitled to rely conclusively on all User Representations and that Company does not have any obligation to verify, correct, or otherwise ensure the accuracy or quality of the User Representations. You further acknowledge that Company bears no responsibility and shall not have any liability for errors, omissions, penalties, fines, missed payments, judgments, incorrect coverage, or any other losses incurred that result from inaccurate, incomplete, or untimely User Representations.

(i) With respect to any information that you provide or make available through Company’s services (collectively, the “Customer Data”), you represent and warrant that you have the necessary rights, licenses, consents, permissions, waivers and releases to use, make available and distribute the Customer Data in connection with your use of Company’s services.

(a) Company’s services are designed to work with a number of third party products (“Third Party Products”); however, Third Party Products are not Company’s services. Company does not provide any representations, warranties, indemnities, or support with respect to such Third Party Products. By using Company’s services, you agree to enable Third Party Products, and hereby consent to any use of such Third Party Products and any exchange of data, including Customer Data, between Customer or a User and any such third party provider or Third Party Product. When you enable a Third Party Product, you grant Company permission to allow the Third Party Product and its provider access to Customer Data as required for the interoperation of that Third Party Product with Company’s services. You may be required to grant Company the ability to create, access, delete and/or otherwise modify your account(s) on such Third Party Products. You acknowledge that Company is not responsible for any use, disclosure, modification or deletion of Customer Data that is transmitted to, or accessed by, a Third Party Product, and that the handling of such Customer Data within the Third Party Product will be exclusively governed by the separate terms and agreements, if any, governing such Third Party Product. Customer and Users will comply with all terms and conditions applicable to the use of Third Party Products. Customer acknowledges it has sole responsibility for, and assumes all risks arising from, Customer’s use of any Third Party Products. Company does not guarantee the continued availability, operation, or utility of Third Party Products or Company’s services features integrated with Third Party Products, and may cease providing certain Third Party Products via Company’s services without notice or entitling you to any refund, credit, or other compensation.

(b) To connect Company’s services with Third Party Products, you authorize Company to, as applicable: (1) store relevant account information, (2) access the relevant service, (3) use and apply any signatures or other materials you provide Company in order to provide related services, such as to complete a tax document, (4) gather and export from such Third Party Product any data or other information reasonably necessary to provide related Company’s services to you, such as Customer’s payroll information, bank account information, Customer’s employees’ bank account information, and any additional information, such as the personal information of Customer’s employees, requested by such Third Party Product that Customer has provided or made available to Company in connection with Company’s services, and (5) otherwise take any action in connection with such Third Party Product as reasonably necessary to provide related services to you, including, but not limited to, opening accounts and making changes on your behalf with such third-party institutions. You further designate Company as your agent and limited attorney-in-fact in connection with Third Party Products, if required and only as required to use the Third Party Product (e.g., tax filing systems). You agree that such third party providers are entitled to rely on the foregoing authorization, agency, and power of attorney granted by you in their provision of the Third Party Product via Company’s services.