These Terms of Service available at www.joincents.com/terms (the “Cents Terms”) and our Privacy Policy (www.joincents.com/privacy-policy) (“Privacy Policy”) govern your (“User’s,” “you,” and “User”) use of the website located at www.joincents.com (the “Site”) and the payroll services and other related services accessible via the Site offered by Phoenicia Labs, Inc., a Delaware corporation doing business as Cents (“Cents,” “we,” “us,” or “ours”). To make the Cents Terms easier to read, the Site and our services are collectively called the “Payroll Service.”

IMPORTANT NOTICE REGARDING ARBITRATION FOR U.S. CUSTOMERS:  WHEN YOU AGREE TO THESE CENTS TERMS YOU ARE AGREEING (WITH LIMITED EXCEPTION) TO RESOLVE ANY DISPUTE BETWEEN YOU AND CENTS THROUGH BINDING, INDIVIDUAL ARBITRATION RATHER THAN IN COURT. PLEASE REVIEW CAREFULLY SECTION 28 “DISPUTE RESOLUTION” BELOW FOR DETAILS REGARDING ARBITRATION.

1.              Agreement to Terms.  The Cents Terms is a legally binding agreement between User and Cents. User is encouraged to read the Cents Terms carefully and to save a copy of it for User’s records. If User is agreeing to these Cents 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 the Cents Terms, and User’s agreement to the Cents Terms will be treated as the agreement of such business or individual. In that event, “User” also refers to that business or individual. By (i) clicking the applicable button to indicate User’s acceptance of the Cents Terms or (ii) accessing or using the Payroll Service, User accepts the Cents Terms, and User agrees, effective as of the date of such action, to be bound by the Cents Terms.

2.              Privacy Policy.  Please review our Privacy Policy, which also governs User’s use of the Payroll Service, for information on how Cents collects, uses and shares User’s information.

3.              Changes to the Cents Terms or the Payroll Service.  We may update the Cents Terms from time to time in our sole discretion. If we do, we’ll let you know by posting the updated Cents Terms on the Site and/or by sending other communications. It’s important that you review the Cents Terms whenever we update them or you use the Payroll Service. If you continue to use the Payroll Service after we have posted updated Cents Terms it means that you accept and agree to the changes. If you don’t agree to be bound by the changes, you may not use the Payroll Service anymore. Because our Payroll Service is evolving over time we may change or discontinue all or any part of the Payroll Service, at any time and without notice, at our sole discretion.

4.              About the Payroll Service.

(a)            Subject to the terms and conditions of the Cents Terms, Cents agrees to use reasonable efforts to provide User with the Payroll Service in accordance with the Cents Terms.

(b)           User may use the Payroll Service only if User is located in the United States, 16 years or older (or such other minimum age at which User can provide consent to data processing under the laws of User’s territory) and capable of forming a binding contract with Cents, and not otherwise barred from using the Payroll Service under applicable law. If User is over 16 years of age but under the age of majority in User’s respective jurisdiction, User hereby represents and warrants that User’s parent or legal guardian has read these Terms, and accepts them on User’s behalf. Parents and legal guardians are responsible for the acts of their minor children when using the Payroll Service, whether or not the parent or guardian has authorized such acts.

(c)            These Cents Terms apply to Users who are: (i) using the Payroll Service as an employer company and executed the Payroll Services Agreement with Cents; (ii) such company’s authorized representatives and account administrators who were authorized to access the Payroll Service by such company; and (iii) employees or independent contractors of such company and a payee of such company, as applicable. For purposes of these Cents Terms, the Payroll Services Agreement and the Cents Terms are collectively called the “Payroll Agreement.”

(d)           Subject to Section 4(b), to use the Payroll Service on the Site, User will need to create an account and provide certain information about User (including User’s name, address, social security number (as applicable), tax identification number (as applicable) and email address). User agrees that User will not misrepresent User’s identity, use any other person’s image, likeness, or identity, or otherwise provide any deceptive or misleading profile information in connection with the creation and use of User’s account. Further information about the collection and use of such information is provided in the Privacy Policy.

5.              Obligations Under the Cents Terms.  User has certain obligations under these Cents Terms, including but not limited to obligations to (i) designate an account administrator; (ii) be responsible for actions taken under User’s account; (iii) follow instructions that Cents provides to User with respect to the Payroll Service; (iv) provide accurate, timely, and complete information required for Cents to perform the Payroll Service and maintain the accuracy and completeness of such information; and (v) notify Cents of third-party notices, such as Internal Revenue Service (“IRS”) penalty notices, which could affect Cents’ ability to effectively provide the Payroll Service or which could increase the likelihood that a claim is brought against User or Cents in connection with the Payroll Service.

6.              Payroll Service.

(a)            Provided that User meets User’s payment obligations and complies with the terms of the Payroll Agreement, then as long as User is subscribed to the Payroll Service, Cents will provide User with the Payroll Service for the purposes of (i) calculating payroll and its associated liabilities for User’s business; (ii) processing payroll and making related payroll payments; (iii) making certain payroll tax payments and payroll tax filings electronically; and (iv) if applicable, sending wage garnishments, such as child support payments, to applicable local, state, or federal agencies. In performing the Payroll Service, including for each of the foregoing purposes, Cents will rely on the information furnished by User, User’s account administrators, or User’s authorized representatives, and Cents is not responsible or liable for any errors resulting from such reliance. User may not use the Payroll Service on a professional basis for anyone other than User, unless User is actively participating in a Cents accountant program, in which case User may use the Payroll Service in accordance with the terms of such program.

(b)           Depending on the type of Payroll Service User requests, User may need to agree to additional terms and conditions and complete and sign additional forms or authorizations that Cents provides to User, as required by law or as otherwise necessary to provide the Payroll Service.

(c)            Prior to User’s initial payroll processing date, User must submit the completed and executed documents Cents requires for providing the Payroll Service, including User’s payroll and bank account information, any required federal, state, or local powers of attorney, and any additional information requested by Cents. The Payroll Service provided will be based on and is dependent upon information provided to Cents by User (including proof of federal, state, and local tax identification numbers). Failure to provide the required documents may adversely impact Cents’ ability to perform the Payroll Service. User is also responsible for: (i) depositing any federal, state, and local withholding liabilities incurred prior to enrolling in the Payroll Service; (ii) submitting any payroll returns to tax agencies (state, federal, and/or local) that were due for payroll tax liabilities incurred prior to enrolling in the Payroll Service; and (iii) cancelling any prior payroll service or services of professional employee organizations/employee leasing companies.

(d)           In performing the Payroll Service, User acknowledges and agrees that (i) Cents is not acting in a fiduciary capacity for User and/or User’s business; (ii) using the Payroll Service does not relieve User of User’s obligations under local, state, or federal laws or regulations to retain records relating to User’s data contained in Cents’ files; and (iii) any information that Cents provides in connection with the Payroll Service is for informational purposes only and should not be construed by User as legal, tax, or accounting advice.

7.              Payroll Account.  An account administrator or authorized representative of User shall approve and submit the Payroll Information (as defined below), thereby authorizing Cents to create and transmit credit or debit entries (the “Entries”) necessary to process User’s payroll and payroll tax transactions.

8.              Payroll Information.

(a)            Cents will notify User via electronic communication or by other means when all information necessary to begin the Payroll Service has been received and the enrollment process for the Payroll Service has been completed. User shall then, prior to submitting User’s first payroll, review the Payroll Information for completeness and accuracy. For the purposes of the Cents Terms, “Payroll Information” shall mean any information provided to Cents in connection with the Payroll Service, including but not limited to information provided by User, User’s account administrators, User’s authorized representatives, User’s employees, or User’s independent contractors, and all information posted in connection with the Payroll Service for User’s review on the platform or otherwise requested for review by Cents, such as the information used to calculate and pay employee payroll, track User’s defined employee benefits, pay payroll taxes to applicable taxing agencies (including User’s employer identification number(s), unemployment insurance tax rates, and employment tax deposit schedule), produce payroll tax returns and W‑2 statements, and print checks on User’s account (if applicable). User must correct or provide, respectively, any incorrect or missing Payroll Information, either through the platform or by notifying Cents in the manner specified in the applicable electronic communication received by User and within the time period specified therein. User is fully responsible for the accuracy of all information User provides, submits, and/or approves (whether provided directly or through User’s account administrators or authorized representatives), and User is solely responsible for any claims, including but not limited to IRS penalties and/or interest, and other penalties and/or interest arising from the failure to timely provide and maintain accurate and complete Payroll Information at all times.

(b)           User agrees that by submitting each payroll (including the first payroll):  (i) User approves all Payroll Information; (ii) User represents and warrants to Cents that no Payroll Information submitted to Cents 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 or any other applicable laws, rules, or regulations; (iii) User waives and releases any claim against Cents arising out of any errors or omissions in the Payroll Information which User has not corrected (whether directly or through User’s account administrators or authorized representatives) or has not requested Cents to correct; and (iv) User acknowledges that any subsequent request for corrections will be considered special handling, and additional fees may be charged. Final responsibility for any audits or assessments rests with User. Cents will not have any responsibility for verifying the accuracy of any data User provides via the platform or via any other method.

(c)            User acknowledges, agrees, and understands that (i) any information or instructions (including but not limited to Payroll Information and Entries) communicated to Cents by User, an account administrator of User, or an authorized representative of User (or anyone that Cents reasonably believes to be User, an account administrator of User, or an authorized representative of User) will be deemed fully authorized by User, and User shall be fully responsible for the accuracy of such information and instructions, and any claims, including but not limited to any IRS penalties and/or interest or other penalties and/or interest arising therefrom; and (ii) notwithstanding such deemed authorization, Cents may in its sole discretion refuse to accept or act upon any such instructions.

(d)           Cents, its employees, and agents will only collect, use, and disclose data furnished by User or produced by Cents under this Agreement in accordance with Cents' Privacy Policy.

9.              Payroll Authorizations.

(a)            Cents will use reasonable efforts to verify that anyone providing an instruction to approve, release, cancel, or amend the Payroll Information used to create Entries (each, a “Payment Order”) to be originated by Cents is either User, an account administrator of User, or an authorized representative of User. Cents does not verify or review Payment Orders for the purpose of detecting any errors; it is User’s responsibility to verify the accuracy of Payment Orders. User will be bound by any Payment Order that is received by Cents in compliance with this designated authorization procedure, and User shall indemnify and hold the Cents Parties harmless from and against any claims arising from the execution of a Payment Order in good faith and in compliance with such procedures.

(b)           If a Payment Order describes the payee inconsistently by name and account number, (i) payment may be made on the basis of the account number even if User identifies a person different from the named payee; or (ii) Cents may, in its sole discretion, refuse to accept or may return the Payment Order. If a Payment Order describes a participating financial institution inconsistently by name and identification number, the identification number may be relied upon as the proper identification of the financial institution. If a Payment Order identifies a non‑existent or unidentifiable person or account as the payee or the payee’s account, Cents may, in its sole discretion, refuse to accept or may return the Payment Order.

(c)            In addition, by using the Payroll Service, User agrees that Cents is an authorized representative of its business, and grants and agrees to grant Cents the power to (i) send and receive User’s confidential information (such as name, email address, address, and tax identification number) as necessary to effect enrollment in various tax jurisdictions, (ii) process electronic payment of taxes, and (iii) answer inquiries and resolve issues related to tax enrollment and payments in any tax jurisdiction in the United States.

10.           Bank Account Debiting and Crediting.

(a)            On or prior to User’s payroll direct deposit and/or payroll tax deposit date or other applicable settlement or due date, User authorizes Cents to initiate debit Entries to the bank account at the depository financial institution indicated by the routing number associated with the bank account that User provides to Cents (the “Bank”), and to debit the bank account in such amounts as are necessary to (i) fund User’s direct deposits; (ii) pay any fees or charges associated with the Payroll Service, including, without limitation, finance charges; (iii) pay User’s payroll taxes; (iv) pay any debit, correcting, or reversing a payment entry (“Entry”) initiated pursuant to the Payroll Agreement which is later returned to Cents; (v) verify the bank account through a test deposit or debit authorization; and (vi) pay any other amount that is owing under the Payroll Agreement or in connection with the Payroll Service. User also authorizes Cents to initiate credit Entries to the bank account in the event that Cents is required to return unpaid funds to User. These authorizations are to remain in full force and effect until Cents has received written notice from User of termination of any such authorizations in such time and such manner as to afford Cents and the Bank a reasonable opportunity to act upon such notice. Cents is not responsible for determining whether the bank accounts of any payors or payees have deposit or withdrawal restrictions. Cents will not be responsible for, and will have no liability to any User for, deposits made to incorrect bank accounts, based on information provided by User to Cents.

(b)           User acknowledges that the origination of Automated Clearing House (“ACH”) transactions to the Payroll Account (as defined below) and the transmission of funds via ACH transactions to the payee’s account must comply with applicable laws, rules, and regulations, including the NACHA Rules and Article 4A of the Uniform Commercial Code, as adopted in California and as may be amended from time to time (as amended, the “UCC”).

11.           Requirements for Bank Account Funds.

(a)            User will maintain in the bank account, as of the applicable payroll direct deposit date, payroll tax deposit date, or other settlement or due date and time, immediately available funds sufficient to cover all disbursements, fees, payroll taxes or any other amounts due (collectively, the “Amounts Due”) under the Payroll Agreement. User’s obligation to have sufficient funds in the bank account to cover the Amounts Due matures at the time Cents originates the applicable Entries for the Amounts Due and is unaffected by termination of the Payroll Service. Cents may set off any amounts User owes to it against any amounts it owes to User in order for Cents to obtain payment of User’s obligations as set forth in the Payroll Agreement.

(b)           If User does not have sufficient funds in the bank account to pay the Amounts Due at the time required, or if User refuses to pay the Amounts Due, then Cents will not be able to pay out the Amounts Due to the applicable parties and will not be liable for any consequences or claims directly or indirectly arising from such failure to pay, and Cents may (i) debit the bank account or any other account owned in whole or in part by User to pay disbursements, fees or charges, payroll taxes, or other amounts due; (ii) refuse to pay any unremitted payroll taxes to the applicable tax agencies, in which case the payroll tax liability will become User’s sole responsibility; (iii) refuse to perform further services; and/or (iv) immediately terminate the Payroll Agreement. For any amounts due and unpaid, Cents may assess finance charges on such amounts and recover certain fees and costs of collection associated with such amounts.

12.           Certain User Agreements and Acknowledgments.

(a)            Amounts withdrawn from the bank account for payroll direct deposits and payroll taxes (“Payroll Funds”) will be held by Cents in accounts at Cents financial institutions (collectively, the “Payroll Account”) until such time as those payments are due to User’s employees and/or independent contractors and the appropriate taxing agencies, and no interest will be paid to User on these amounts.

(b)           Cents calculates applicable payroll taxes in accordance with state requirements; however, due to differences in computational methods (e.g., rounding), it is possible that Cents' computation of User’s applicable taxes may deviate in a fractional manner from the amount charged by an applicable taxing authority (typically a difference of less than $0.10 per taxing authority per payroll). Sometimes, this will result in Cents withdrawing slightly less than what ultimately is required to be remitted to the applicable taxing authority. In this case, User agrees that Cents' computation is correct, but Cents will cover the difference on User’s behalf and will not seek additional funds from User. Sometimes, this will result in Cents withdrawing slightly more than what ultimately is required to be remitted to the applicable taxing authority. In this case, User agrees that Cents' computation is correct, and that User is not entitled to a refund of or credit for the excess funds.

(c)            In the event that Cents erroneously credits an amount to the bank account in excess of the amount that should have been credited (the “Excess Credit Amount”), if any, then User shall promptly notify Cents as soon as it becomes aware of such erroneous credit. User authorizes Cents to debit any Excess Credit Amounts from the bank account, and if the bank account contains insufficient funds to cover the Excess Credit Amount, User agrees to promptly refund the Excess Credit Amount to Cents through other payment methods that Cents may deem acceptable at its sole discretion.

13.           ACH Origination.

(a)            The Payroll Service will enable User to enter the Payroll Information and to approve and submit it to Cents for creation, formatting, and transmission of Entries in accordance with the NACHA Rules and the UCC. Cents may reject any Payroll Information or Entry which does not comply with the requirements in the Payroll Agreement, NACHA Rules, or the UCC, or with respect to which the bank account does not contain sufficient available funds to pay for the Entry. If any Payroll Information or Entry is rejected, Cents will make a reasonable effort to notify User promptly so that User may correct such Payroll Information or request that Cents correct the Entry and resubmit it. A notice of rejection of Payroll Information or an Entry (each, a “Rejection Notice”) will be effective when given and may be delivered through any means, including via email or through Use’s account. Cents will have no liability to User for (i) the rejection of any Payroll Information or Entry or any claims directly or indirectly arising therefrom; or (ii) any delay in providing, or any failure to provide, User with a Rejection Notice, or any claims arising directly or indirectly therefrom. If User requests that Cents correct any Payroll Information or Entries on Use’s behalf, Cents may attempt to do so; provided, however, that Cents is not obligated to make any requested correction, and Cents is not liable for any claims or other consequences that may directly or indirectly result from Cents’ attempt to correct, or failure to correct, such Payroll Information or Entries.

(b)           After the Payroll Information has been approved by an account administrator of User and submitted to Cents for the purposes of initiating a payroll-related transaction (such action, to “Submit,” and Payroll Information that has been submitted in the foregoing manner, “Submitted Payroll Information”) and received by Cents, User may not be able to cancel or amend such Submitted Payroll Information. Cents will use reasonable efforts to act on any cancellation or amendment requests it receives from an account administrator prior to transmitting the Entries to the ACH or gateway operator, but will have no liability if the cancellation or amendment is not effected. User will promptly reimburse Cents for any expenses, losses, fines, penalties, or damages Cents may incur in effecting or attempting to effect such a request to an account designated by Cents in writing. Except for Entries created from Payroll Information that has been re-approved and re-Submitted by an account administrator of User in accordance with the requirements of the Payroll Agreement, Cents will have no obligation to retransmit a returned Entry to the ACH or gateway operator if Cents complied with the terms of the Payroll Agreement with respect to the original Entry.

14.           SMS Terms of Service. If you opt into receiving SMS messages from Cents, you agree to the following terms and conditions:

(i) Consent to Receive Messages. You expressly consent to receive non-marketing text messages from Cents and our affiliates, agents, and service providers at the phone number(s) provided, including messages sent by automated telephone dialing system. This consent is not a condition of purchase or use of Cents’ Payroll Service.

(ii) Message Frequency. The number of SMS messages you receive may vary depending on your interactions with Cents and your account settings. We will strive to maintain a reasonable message frequency and allow you to adjust your preferences.

(iii) Charges and Carrier Compatibility. Message and data rates may apply to each text message sent or received in connection with Cents SMS messages, as provided in your mobile telephone service rate plan. Please contact your carrier for pricing plans and details. Cents is not responsible for any charges from your carrier or any compatibility issues with your mobile carrier's network.

(iv) Opt-Out Option. You may opt out of receiving SMS messages from Cents at any time by texting STOP to the number from which you are receiving the messages or by adjusting your company settings in the web application. After you send the SMS message "STOP" to us, we will send you an SMS message to confirm that you have been unsubscribed. After this, you will no longer receive SMS messages from us. If you want to join again, sign up as you did the first time, and we will start sending SMS messages to you again.

(v) Data Usage and Privacy. We are committed to protecting your privacy. Our collection, use, and disclosure of your information associated with SMS messages will be in accordance with our Privacy Policy.

(vii) Modifications and Termination. Cents reserves the right to modify or terminate our SMS messaging service or your access to the SMS messaging service for any reason, without notice, at any time, and without liability to you.

15.           Payroll Processing Schedule.  Cents will process the Submitted Payroll Information and Entries in accordance with Cents’ then-current processing schedule applicable to User, provided that (i) the Submitted Payroll Information is received by Cents no later than User’s applicable cut-off time for Submitted Payroll Information on a business day; and (ii) the ACH is open for business on that business day. If Cents receives approved and Submitted Payroll Information after the applicable cut-off time for Submitted Payroll Information on a given business day, or if Cents receives the Submitted Payroll Information on a non-business day, Cents will not be responsible for, and will not be liable to any applicable User for, failure to process the Submitted Payroll Information on that day. If any of the requirements of clauses (i) or (ii) of this paragraph are not satisfied, Cents will use reasonable efforts to process the Submitted Payroll Information and transmit the Entries to the ACH with the next regularly‑scheduled file created by Cents (which will only occur on a business day on which the ACH is open for business).

16.           ACH Transactions and Entries.

(a)            Origination, receipt, return, adjustment, correction, cancellation, amendment, and transmission of Entries must be in accordance with the NACHA Rules, and, with respect to credit Entries which constitute Payment Orders, the UCC, as both are varied by this Agreement. User acknowledges that User has had an opportunity to review, and agrees to comply with, and be bound by, the NACHA Rules and the UCC.

(b)           Credit given by Cents to User with respect to an ACH credit Entry is provisional until Cents receives final settlement for such Entry through a Federal Reserve Bank. If Cents does not receive such final settlement, User is hereby notified and agrees that Cents is entitled to a refund from User in the amount credited to User in connection with such Entry, and the party making payment to User via such Entry (i.e., the Originator (as defined in the NACHA Rules) of the Entry) shall not be deemed to have paid User in the amount of such Entry.

(c)            Upon User’s written request, Cents will make a reasonable effort to reverse an Entry, but will have no responsibility for the failure of any other person or entity to honor User's request, and Cents cannot guarantee that the Entry will be successfully reversed. User agrees to reimburse Cents for any costs or expenses incurred in attempting to honor such a reversal request. If required under the NACHA Rules or the UCC, User must obtain a payee’s consent before attempting to reverse an Entry that was credited to such payee. By initiating a written request to reverse an Entry that was credited to a payee, User represents and warrants to Cents that it has already obtained the payee’s consent for the reversal, if such consent is required under the NACHA Rules or the UCC.

(d)           User expressly acknowledges that Cents does not intentionally or knowingly engage in or support International ACH Transactions (“IATs”), as defined in the NACHA Rules. User represents and warrants that (i) the direct funding for the Entries originated by Cents on behalf of User does not come from or involve a financial agency office that is located outside the territorial jurisdiction of the United States; (ii) User will not instruct Cents to create, originate, or transmit Entries that use IAT as the Standard Entry Class Code (as defined in the NACHA Rules), or are otherwise required to be IATs under the NACHA Rules; and (iii) User will not engage in any act or omission that causes or results in Cents creating, originating, or transmitting an IAT or a payment that should have been categorized as an IAT pursuant to the NACHA Rules. Cents may, in its sole discretion, temporarily or permanently suspend providing the Payroll Service to User, without liability, if Cents has reason to believe that User has breached any of the foregoing representations and warranties in this paragraph. User acknowledges that User is the Originator (as defined in the NACHA Rules) of each Entry and assumes the responsibilities of an Originator under the NACHA Rules. User further acknowledges that under the NACHA Rules and the UCC, Cents, as a Third-Party Sender (as defined in the NACHA Rules), is required to make certain warranties on behalf of the Originator with respect to each Entry. User agrees to indemnify Cents for any claim which results, directly or indirectly, from a breach of such a warranty made by Cents on behalf of User, unless such breach results solely and directly from Cents' own gross negligence or intentional misconduct. User also acknowledges that under the NACHA Rules and the UCC, Cents is required to indemnify certain persons, including, without limitation, the ODFI (as defined in the NACHA Rules), for the Originator’s failure to perform its obligations thereunder. User agrees to indemnify Cents for any claims which result from the enforcement of such an indemnity, unless the enforcement results solely and directly from Cents' own gross negligence or intentional misconduct.

17.           Taxes; Liability.

(a)            In order to use the Payroll Service, User must submit accurate wage and payroll information to Cents during and after the enrollment process. Cents will not be liable for any penalty, interest, or other claim that results from inaccurate or incomplete information that User, an account administrator, or an authorized representative supplies. Cents shall only file tax returns on User's behalf once User has processed User's payroll through the platform and the payroll has been paid out to the payees. User shall timely and accurately update all wage and payroll information as necessary to reflect changes and respond with additional information, as may be requested from time to time by Cents. It is User's responsibility to submit complete, timely, and accurate information to Cents in connection with the Payroll Service. Any penalty or interest incurred, or any other claim that arises, due to inaccurate or incomplete information provided by User will be User's sole responsibility. User further agrees to indemnify, defend, and hold Cents harmless from such liability. Cents, at its option, may decide not to file User's payroll tax returns, pay User's payroll taxes, or otherwise process User's payroll if there are any unresolved problems with any information requested by Cents or submitted by User, an account administrator, or an authorized representative. Cents' sole liability and User's sole remedy for Cents' negligent failure to perform the payroll tax portion of the Payroll Service shall be as follows: (i) Cents will remit the payroll taxes received from User to the appropriate taxing authority; and (ii) Cents will reimburse User or pay directly to the appropriate taxing authority any penalties resulting from such negligent error or omission by Cents, provided that User must use reasonable efforts to mitigate any penalties or losses resulting from such negligent error or omission by Cents.

(b)           Important Tax Information:  Even though User has authorized a third party, such as Cents, to file payroll tax returns and make payroll tax payments, ultimately, User is held responsible by taxing authorities for the timely filing of employment tax returns and the timely payment of employment taxes for User’s employees. Cents and the IRS recommend that User enroll in the U.S. Treasury Department’s Electronic Federal Tax Payment System (“EFTPS”), to monitor User’s IRS account and ensure that timely tax payments are being made for User. User may enroll in the EFTPS online at www.eftps.gov, or by calling (800) 555-4477 for an enrollment form. State tax authorities generally offer similar means to verify tax payments. User should contact the appropriate state offices directly for details.

18.           Failed Direct Deposits.  In the event that a direct deposit payroll payment fails to be paid to the payee and Cents cannot ultimately successfully make a payment on User’s behalf to the payee, and the funds are returned to Cents (“Unpaid Funds”), Cents will notify User of such Unpaid Funds and provide User with the appropriate details related to those funds. In addition, Cents will return the Unpaid Funds to User in accordance with Section 10 of these Cents Terms. User, not Cents, is required to contact payees and/or otherwise resolve the Unpaid Funds. User acknowledges that User is responsible for complying with all applicable state unclaimed or abandoned property laws related to Unpaid Funds, and User hereby expressly releases Cents from all liability and claims directly or indirectly arising from state unclaimed or abandoned property laws, including any applicable penalties and/or interest. Cents shall have no obligation to defend or otherwise indemnify User in the event of an audit, examination, assessment, or other enforcement action by a state related to the Unpaid Funds under its unclaimed or abandoned property laws. User may update the required wage and payroll information as necessary to reflect any necessary changes in accordance with the provisions of these Cents Terms to allow Cents to re-perform the direct deposit payroll payment on User’s behalf.

19.           Feedback and Intellectual Property.

(a)            Cents appreciates feedback, comments, ideas, proposals and suggestions for improvements to the Payroll Service (“Feedback”). If User chooses to submit Feedback, User agrees that Cents is free to use it without any restriction or compensation to User.

(b)           Cents may make available through the Payroll Service content that is subject to intellectual property rights. Cents and its licensors exclusively own and retain all right, title and interest in and to the Payroll Service, including the content within as well as all associated intellectual property rights. User acknowledges that the Payroll Service is 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 Payroll Service.

20.           General Prohibitions and Cents’ Enforcement Rights.  User agrees not to do any of the following:

(a)            Use, display, mirror or frame the Payroll Service or any individual element within the Payroll Service, Cents’ name, any Cents trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, without Cents’ express written consent;

(b)           Access, tamper with, or use non-public areas of the Payroll Service, Cents’ computer systems, or the technical delivery systems of Cents’ providers;

(c)            Attempt to probe, scan or test the vulnerability of any Cents system or network or breach any security or authentication measures;

(d)           Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by Cents or any of Cents’ providers or any other third party (including another User) to protect the Payroll Service;

(e)            Attempt to access or search the Payroll Service or download content from the Payroll Service using any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than the software and/or search agents provided by Cents or other generally available third-party web browsers;

(f)            Send any unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, chain letters or other form of solicitation;

(g)           Use any meta tags or other hidden text or metadata utilizing a Cents trademark, logo URL or product name without Cents’ express written consent;

(h)           Use the Payroll Service, or any portion thereof, for any commercial purpose or for the benefit of any third party or in any manner not permitted by these Cents Terms;

(i)             Forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Payroll Service to send altered, deceptive or false source-identifying information;

(j)             Attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Payroll Service;

(k)           Interfere with, or attempt to interfere with, the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the Payroll Service;

(l)             Collect or store any personally identifiable information from the Payroll Service from other Users of the Payroll Service without their express permission;

(m)          Impersonate or misrepresent User’s affiliation with any person or entity;

(n)           Violate any applicable law or regulation; or

(o)           Encourage or enable any other individual to do any of the foregoing.

Cents is not obligated to monitor access to or use of the Payroll Service or to review or edit any content. However, we have the right to do so for the purpose of operating the Payroll Service, to ensure compliance with these Cents Terms and to comply with applicable law or other legal requirements. We reserve the right, but are not obligated, to remove or disable access to any content at any time and without notice, including, but not limited to, if we, at our sole discretion, consider it objectionable or in violation of these Cents Terms. We have the right to investigate violations of these Cents Terms or conduct that affects the Payroll Service. We may also consult and cooperate with law enforcement authorities to prosecute Users who violate the law.

21.           Links to Third Party Websites or Resources.  The Payroll Service may allow User to access third-party websites or other resources. We provide access only as a convenience and are not responsible for the content, products or services on or available from those resources or links displayed on such websites. User acknowledges sole responsibility for and assume all risk arising from, User’s use of any third-party resources.

22.           Effect of Termination of the Payroll Service.  User acknowledges and understands that if User terminates the Payroll Service through User’s account or Cents terminates the Payroll Service pursuant to the Payroll Agreement, then such termination may not be reversible. In the event that User or Cents terminates User’s Payroll Service, then as of the time of such termination, Cents will have no obligation to make further payroll tax filings on User’s behalf. Notwithstanding the foregoing, if User or Cents terminates the Payroll Service, User will be asked to make specific elections regarding whether it would like Cents to make certain final payroll tax filings (such filings, the “Final Payroll Tax Filings”) on User’s behalf following such termination of the Payroll Service (such elections, the “Post-Termination Filing Elections”). If User does not provide Cents with its Post-Termination Filing Elections promptly following termination of the Payroll Service, then User authorizes Cents to make the Post-Termination Filing Elections for User on User’s behalf (the “Cents Selections”). User acknowledges and agrees that Cents may rely on User’s Post-Termination Filing Elections and the Cents Selections, and Cents is not responsible or liable for (i) any consequences or claims arising (directly or indirectly) from such reliance; or (ii) any resulting errors, or any consequences or claims arising (directly or indirectly) from any resulting errors, in the Final Payroll Tax Filings. Upon any termination, discontinuation or cancellation of the Payroll Service or User’s account, the following Sections will survive: 19, 20, 22, 24, 25, 26, 27, 28, and 29.

23.           Consent to Share Certain Employee and Independent Contractor Information with Employer.  User acknowledges and understands that in providing the Payroll Service, Cents acts as an intermediary between employers and their employees and/or independent contractors. If User is an employee or independent contractor, then User hereby authorizes Cents to share with User’s employer any information that User has provided to Cents in connection with the Payroll Service.

24.           Warranty Disclaimers. THE PAYROLL SERVICE IS PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, CENTS EXPLICITLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. Cents makes no warranty that the Payroll Service will meet User’s requirements or be available on an uninterrupted, secure, or error-free basis. Cents makes no warranty regarding the quality, accuracy, timeliness, truthfulness, completeness or reliability of any information or content on the Payroll Service.

25.           Indemnity.  Without limiting the other indemnification obligations set forth in the Cents Terms, User will indemnify and hold Cents and its officers, directors, employees and agents (the “Cents Parties”), harmless from and against any claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including, without limitation, reasonable legal and accounting fees arising out of or in any way connected with (a) User’s access to or use of the Payroll Service (including, without limitation, your use of the SMS service), or (b) User’s violation of these Cents Terms and/or the Payroll Services Agreement, as applicable.

26.           Limitation of Liability.

(a)            TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER CENTS NOR ITS SERVICE PROVIDERS INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE PAYROLL SERVICE WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOST PROFITS, LOST REVENUES, LOST SAVINGS, LOST BUSINESS OPPORTUNITY, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE SERVICES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THESE CENTS TERMS OR FROM THE USE OF OR INABILITY TO USE THE PAYROLL SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT CENTS OR ITS SERVICE PROVIDERS HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

(b)           TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL CENTS’ TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE CENTS TERMS OR FROM THE USE OF OR INABILITY TO USE THE PAYROLL SERVICE EXCEED ONE HUNDRED DOLLARS ($100).

(c)            THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN CENTS AND USER.

27.           Governing Law and Forum Choice.  These Cents Terms and any action related thereto will be governed by the Federal Arbitration Act, federal arbitration law, and the laws of the State of Delaware, without regard to its conflict of laws provisions. Except as otherwise expressly set forth in Section 28 “Dispute Resolution,” the exclusive jurisdiction for all Disputes (defined below) that User and Cents are not required to arbitrate will be the state and federal courts located in Cleveland, Ohio, and User and Cents each waive any objection to jurisdiction and venue in such courts.

28.           Dispute Resolution.

(a)            Mandatory Arbitration of Disputes.  We each agree that any dispute, claim or controversy arising out of or relating to these Cents Terms or the breach, termination, enforcement, interpretation or validity thereof or the use of the Payroll Service (collectively, “Disputes”) will be resolved solely by binding, individual arbitration and not in a class, representative or consolidated action or proceeding. User and Cents agree that the U.S. Federal Arbitration Act governs the interpretation and enforcement of these Cents Terms, and that User and Cents are each waiving the right to a trial by jury or to participate in a class action. This arbitration provision shall survive termination of these Cents Terms.

(b)           Exceptions.  As limited exceptions to Section 28(a) above: (i) we both may seek to resolve a Dispute in small claims court if it qualifies; and (ii) we each retain the right to seek injunctive or other equitable relief from a court to prevent (or enjoin) the infringement or misappropriation of our intellectual property rights.

(c)            Conducting Arbitration and Arbitration Rules.  The arbitration will be conducted by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules (the “AAA Rules”) then in effect, except as modified by these Cents Terms. The AAA Rules are available at www.adr.org or by calling 1-800-778-7879. A party who wishes to start arbitration must submit a written Demand for Arbitration to AAA and give notice to the other party as specified in the AAA Rules. The AAA provides a form Demand for Arbitration at www.adr.org.  Any arbitration hearings will take place in the county (or parish) where User lives, unless we both agree to a different location. The parties agree that the arbitrator shall have exclusive authority to decide all issues relating to the interpretation, applicability, enforceability and scope of this arbitration agreement.

(d)           Arbitration Costs.  Payment of all filing, administration and arbitrator fees will be governed by the AAA Rules, and we won’t seek to recover the administration and arbitrator fees we are responsible for paying, unless the arbitrator finds User’s Dispute frivolous. If we prevail in we’ll pay all of our attorneys’ fees and costs and won’t seek to recover them from User. If User prevail in arbitration User will be entitled to an award of attorneys’ fees and expenses to the extent provided under applicable law.

(e)            Injunctive and Declaratory Relief.  Except as provided in Section 28(b) above, the arbitrator shall determine all issues of liability on the merits of any claim asserted by either party and may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim. To the extent that User or we prevail on a claim and seek public injunctive relief (that is, injunctive relief that has the primary purpose and effect of prohibiting unlawful acts that threaten future injury to the public), the entitlement to and extent of such relief must be litigated in a civil court of competent jurisdiction and not in arbitration. The parties agree that litigation of any issues of public injunctive relief shall be stayed pending the outcome of the merits of any individual claims in arbitration.

(f)            Class Action Waiver.  USER AND CENTS AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN USER’S OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, if the parties’ Dispute is resolved through arbitration, the arbitrator may not consolidate another person’s claims with User’s may not otherwise preside over any form of a representative or class proceeding. If this specific provision is found to be unenforceable, then the entirety of this Dispute Resolution section shall be null and void.

(g)           Severability.  With the exception of any of the provisions in Section 28(f) of these Cents Terms (“Class Action Waiver”), if an arbitrator or court of competent jurisdiction decides that any part of these Cents Terms is invalid or unenforceable, the other parts of these Cents Terms will still apply.

29.           General Terms.  These Cents Terms constitute the entire and exclusive understanding and agreement between Cents and User regarding the subject matter hereof, and these Cents Terms supersede and replace all prior oral or written understandings or agreements between Cents and User regarding such subject matter. If any provision of these Cents Terms is held invalid or unenforceable by an arbitrator or court of competent jurisdiction, that provision will be enforced to the maximum extent  and the other provisions of these Cents Terms will remain in full force and effect. User may not assign or transfer these Cents Terms, by operation of law or otherwise, without Cents’ prior written consent, and any attempt by User to do so, without such consent, will be void.  Subject to the foregoing, these Cents Terms are binding upon and will inure to the benefit of each of the parties and their respective successors and permitted assigns. No provision of these Cents Terms is intended to confer any rights, benefits, remedies, obligations, or liabilities hereunder upon any person or entity other than User and Cents and each party’s respective successors and permitted assigns, except for the Cents Parties. Cents’ failure to enforce any right or provision of these Cents Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Cents. Except as expressly set forth in these Cents Terms, the exercise by either party of any of its remedies under these Cents Terms will be without prejudice to its other remedies under these Cents Terms or otherwise. Neither party will be afforded or denied preference in the construction of these Cents Terms, whether by virtue of being the drafter or otherwise. User may give notice to Cents by contacting Cents at legal@joincents.com. Notice is effective upon receipt. The parties have agreed to contract electronically, and accordingly, electronic signatures or any other forms of acceptance permitted by law will be given the same effect and weight as original signatures.

Last updated: February 20, 2024