This Terms of Service Agreement (this “Agreement”) is made and entered into by and between you, as a User (as defined below), and Dlisol Ltd, and its subsidiaries and affiliates (collectively, “Payslar”). This Agreement contains the terms and conditions that govern the use of Payslar’s all-in-one HR platform (the “Platform”). Payslar directly, and through its website (https://payslar.com) and the associated domains thereof (the “Site”), offers customers the products and services listed at https://payslar.com/ (as such list may be updated, modified, or otherwise changed from time to time, collectively, the “Services”).
This Agreement is applicable to all persons who use or access the Platform and/or the Services, in their company’s capacity or in an individual capacity, including authorized users representing the company, its employees, or other persons using or accessing the Services (collectively, “Users” and each, a “User”). If User is agreeing to these terms on behalf of a business or an individual other than User, User represents and warrants that User has authority to bind that business or other individual to this Agreement, and User’s 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. By clicking the applicable button to indicate User’s acceptance of this Agreement, or by accessing or using the Platform, User agrees, effective as of the date of such action, to be bound by the Agreement.
In addition to the obligations specified in these Basic Tier Beta Terms, Beta Customer has certain obligations under the Payslar Terms, including but not limited to obligations to (i) designate an Account Administrator; (ii) be responsible for actions taken under Beta Customer’s account; (iii) follow instructions that Payslar provides to Beta Customer with respect to the Payroll Service and HR Service; (iv) provide accurate, timely, and complete information required for Payslar to perform the Payroll Service and maintain the accuracy and completeness of such information; (v) notify Payslar of third-party notices, such as Internal Revenue Service (“IRS”) penalty notices, which could affect Payslar’s ability to effectively provide the Payroll Service or HR Service or which could increase the likelihood that a Claim is brought against Beta Customer or Payslar in connection with the Payroll Service or HR Service; and (vi) abide by certain obligations and refrain from taking certain prohibited actions, as described in further detail in Section 8 (User Is Responsible for Certain Information and Obligations Relating to the Services), Section 11 (Proprietary Rights), and Section 13 (General Prohibitions) of the Payslar Terms.
Through participation in the Basic Tier Beta, Beta Customers are afforded limited use of the Payroll Service (as defined in the Payslar Terms), including but not limited to: (i) processing payroll in a single state and using 4-day direct deposit; (ii) offering employee self-service onboarding and Payslar profiles; (iii) administering workers compensation insurance; and (iv) setting up and monitoring the accrual of paid-time-off (collectively, the “Basic Payroll Service”). Beta Customer acknowledges and agrees that certain other features or functionality are not provided in the Basic Payroll Service, such restrictions including but not limited to: (a) processing payroll on an expedited basis or in multiple states; (b) setting up Payroll on AutoPilot; (c) tracking employee attendance and paid or unpaid time-off using the Time Tracking Service; (d) utilizing employee onboarding tools, such as the offer letter generator; (e) utilizing the Payslar Document Vault to store letters, handbooks, or other corporate documents; (f) provisioning to or managing software of employees; (g) offering employees access to Payslar Cashout; (h) integrating with third-party accounting or time tracking partners; or (i) managing health benefits on the Payslar Platform (each, a “Restricted Feature” and, collectively, the “Restricted Features”). Payslar reserves the right to require a Beta Customer to upgrade to the Payslar Core Tier to the extent that such Beta Customer utilizes a Restricted Feature.
User agrees not to take any of the following actions:
Although Payslar is not obligated to monitor access to or use of User Content or to review or edit any User Content, Payslar has the right to do so for the purposes of operating the Platform and Services, ensuring compliance with this Agreement, and complying with applicable law or other legal requirements. Payslar reserves the right, but is not obligated, to remove or disable access to any User Content, at any time and without notice, for any reason, including, but not limited to, if Payslar, at Payslar’s sole discretion, considers any User Content to be objectionable or in violation of this Agreement. Payslar has the right to monitor access to and use of the Platform, Services, and Content and to investigate conduct that Payslar believes could affect the Platform, Services, or Content, including violations of this Agreement. Payslar may also consult and cooperate with law enforcement authorities and administrative agencies to prosecute Users who violate the law.
User’s use of the Platform, Services, and Content is entirely at User’s own risk. Payslar is not in the business of providing legal, regulatory, tax, financial, accounting, employment, or other professional services or advice. Any information provided by Payslar via the Platform or otherwise is meant for informational purposes only and should not be interpreted as professional advice. User should consult a professional that is trained or licensed in the relevant area if User needs such assistance. Notwithstanding the foregoing, Payslar’s licensed health insurance brokers may provide professional advice regarding health insurance to Users that subscribe for Payslar’s health insurance brokerage services. In addition, certain Partners have licensed professionals who may provide professional advice.
If any error results, whether directly or indirectly, from Payslar’s reliance on information (or modifications to information) provided by User, an employee or independent contractor of User, an Account Administrator, an Authorized Representative, or anyone that Payslar reasonably believes to be User, an employee or independent contractor of User, an Account Administrator, or an Authorized Representative of User (each such error, a “Resulting Error”), then Payslar will attempt to correct the Resulting Error, but Payslar makes no warranties or guarantees that it will be able to partially or fully correct the Resulting Error.
Payslar does not warrant, endorse, guarantee, or assume responsibility for any product or service, including without limitation Third-Party Services, advertised or offered by a third party through the Platform or any hyperlinked website or service, and Payslar will not be a party to or in any way be responsible for monitoring any transaction between User and third-party providers of products or services.
Payslar works with third-party service providers to provide the Services, and unless otherwise stated in an agreement between User and any such third-party service provider, the third-party service providers (i) make no warranty as to the accuracy or completeness of information provided to User, and (ii) disclaim express warranties or implied warranties imposed by law with respect to the services they provide, whether directly or indirectly, to User.
User will indemnify and hold harmless Payslar and its officers, directors, employees, and agents (the “Indemnified Parties”), from and against any claims, disputes, demands, liabilities, damages, losses, costs, judgements, penalties, fines, and expenses (including, without limitation, reasonable legal and accounting fees) (collectively, the “Claims”), arising out of or in any way connected with (i) User’s access to or use of the Platform, Services, or Content; (ii) User Content; (iii) User’s violation or alleged violation of this Agreement; (iv) User’s violation or alleged violation of any third party right, including without limitation any right of privacy or publicity, or any right provided by any labor or employment law, rule, or regulation, or any intellectual property right; (v) User’s violation or alleged violation of any applicable law, rule, or regulation, including but not limited to wage and hour laws; (vi) User’s violation of the NACHA Rules; (vii) User’s gross negligence, fraudulent activity, or willful misconduct; (viii) Payslar’s or any other Indemnified Party’s use of or reliance on information or data furnished by User, an employee or independent contractor of User, User’s Account Administrator, or User’s Authorized Representative in providing the Services, or otherwise in connection with this Agreement; (ix) actions or activities that Payslar or any other Indemnified Party undertakes in connection with the Services or this Agreement at the direct request or instruction of anyone that Payslar or any other Indemnified Party reasonably believes to be User, an Account Administrator, or an Authorized Representative (each such action or activity, a “Requested Action”); (x) Payslar’s or any other Indemnified Party’s use of or reliance on information or data resulting from such Requested Actions; or (xi) User’s failure, or the failure of any Account Administrators or Authorized Representatives, to properly follow Payslar’s instructions with respect to the Services.
Payslar is not responsible or liable for (i) User Content or anyone’s reliance on User Content; (ii) Resulting Errors or any consequences or Claims directly or indirectly arising from Resulting Errors; (iii) any consequences or Claims directly or indirectly resulting from User’s delay in providing, or User’s failure to provide, Payslar with information necessary for its provision of Services; (iv) User’s violation of the NACHA Rules; (v) unauthorized third-party actions taken in User’s Account and any transactions, consequences, or Claims arising therefrom; (vi) User’s negligence or any negligence of User’s Account Administrator or Authorized Representative; (vii) any Claims, or portions of any Claims, that could have reasonably been avoided or mitigated by User through reasonable efforts; (viii) any circumstances or Claims arising out of or related to a Partner’s use of User’s Shared Information; (ix) any Requested Actions, or any consequences or Claims directly or indirectly resulting therefrom; or (x) User’s failure, or the failure of any Account Administrators or Authorized Representatives, to properly follow Payslar’s instructions with respect to the Services.
NEITHER Payslar NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE PLATFORM, SERVICES, OR Payslar CONTENT WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE, OR SYSTEM FAILURE, OR THE COST OF SUBSTITUTE SERVICES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, OR FROM THE USE OF OR INABILITY TO USE THE PLATFORM, SERVICES, OR CONTENT, WHETHER SUCH DAMAGES ARE BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT Payslar HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO USER. IN NO EVENT WILL Payslar’S TOTAL LIABILITY FOR ANY CLAIMS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR FROM THE USE OF OR INABILITY TO USE THE PLATFORM, SERVICES, OR CONTENT EXCEED THE AMOUNTS USER HAS PAID TO Payslar FOR USE OF THE PLATFORM, SERVICES, OR CONTENT IN THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENTS GIVING RISE TO THE APPLICABLE CLAIM. THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN Payslar AND USER.