Terms and Conditions
Terms of Service
Welcome to payrollscheduler.com, the website and online service of Payroll Scheduler, Inc. (“Payroll Scheduler,” “PS,” “we,” or “us”). This page explains the terms by which you may use our online and/or mobile services, web site, and software provided on or in connection with the service (collectively the “Service”)
Payroll Scheduler reserves the right to make unilateral modifications to these terms and will provide notice of these changes as described below. Any new features that augment or enhance the current Service, including the release of new tools and resources, shall be subject to this Agreement. This Agreement applies to all visitors, users, and others who access the Service, whether on behalf of a company or on their own individual behalf (“Users”).
PLEASE READ THIS AGREEMENT CAREFULLY TO ENSURE THAT YOU UNDERSTAND EACH PROVISION. THIS AGREEMENT CONTAINS A MANDATORY INDIVIDUAL ARBITRATION AND CLASS ACTION/JURY TRIAL WAIVER PROVISION THAT REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS.
1. Use of Our Service
This is a contract between you and Payroll Scheduler. You must read and agree to these terms before using the Service. If you do not agree, you may not use the Service. You may use the Service only if you can form a binding contract with Payroll Scheduler, and only in compliance with this Agreement and all applicable local, state, national, and international laws, rules and regulations.
Any use or access to the Service by anyone under 13 is strictly prohibited and in violation of this Agreement. Any use of or access to the Service by anyone under 18 is only permitted with the express written permission of such individual’s legal guardian, and, if necessary, you represent and warrant that you have received such permission. The Service is not designed for use by or in connection with anyone under the age of 18, and you accept all responsibility that may arise from your use of the Service in connection with any minors. The Service is not available to any Users previously removed from the Service by Payroll Scheduler.
The Service is designed for use by employers, employees and individuals in the United States, except for those other countries expressly supported for the onboarding function as reflected in the Service. Other than for expressly supported international onboarding, you are not authorized to use the other features of the Service for employees not located in the United States.
B. Payroll Scheduler Service
Subject to the terms and conditions of this Agreement, you are hereby granted a non-exclusive, limited, non-transferable, freely revocable license to use the Service solely as permitted by the features of the Service, which may vary by User. We reserve all rights not expressly granted herein in the Service and the PS Content (as defined below). We may terminate this license or your access to the Service at any time for any reason or no reason.
C. Payroll Scheduler Accounts
Your Payroll Scheduler account gives you access to the services and functionality that we may establish and maintain from time to time and in our sole discretion. We may maintain different types of accounts for different types of Users. If you open a Payroll Scheduler account on behalf of a company, organization, or other entity, then (a) “you” includes you and that entity, and (b) you represent and warrant that you are an authorized representative of the entity with the authority to bind the entity to this Agreement, and that you agree to this Agreement on the entity’s behalf. By connecting to Payroll Scheduler with a third-party service, you give us permission to access and use your information from that service as permitted by that service, and to store your log-in credentials for that service.
You acknowledge and agree that if you are opening a Payroll Scheduler account or otherwise using the Service as or on behalf of an employer company, organization or other entity, your employees who open employee accounts must and do separately agree to be bound by this Agreement.
You may never use another User’s account without permission. When creating your account, you must provide accurate and complete information, and you must keep this information up to date. You are solely responsible for the activity that occurs on your account, and you must keep your account password secure. We encourage you to use “strong” passwords (passwords that use a combination of upper and lower case letters, numbers and symbols) with your account. You must notify Payroll Scheduler immediately of any breach of security or unauthorized use of your account. Payroll Scheduler will not be liable for any losses caused by any unauthorized use of your account.
You may control your User profile and how you interact with the Service by changing the settings on your Profile Settings page. By providing Payroll Scheduler Work with your email address and/or mobile number, you consent to our using the email address and/or mobile number to send you Service-related notices, including any notices required by law, in lieu of communication by postal mail. We may also use your email address and/or mobile number to send you other messages, such as changes to features of the Service and special offers. If you do not want to receive such email messages, you may opt out or change your preferences in your Profile Settings page. Opting out may prevent you from receiving email messages regarding updates, improvements, or offers.
D. Service Rules and Restrictions
You agree not to engage in any of the following prohibited activities: (i) copying, distributing, or disclosing any part of the Service in any medium, including without limitation by any automated or non-automated “scraping”; (ii) using any automated system, including without limitation “robots,” “spiders,” “offline readers,” etc., to access the Service in a manner that sends more request messages to the Payroll Scheduler servers than a human can reasonably produce in the same period of time by using a conventional on-line web browser (except that Payroll Scheduler grants the operators of public search engines revocable permission to use spiders to copy publically available materials from wheniwork.com for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials); (iii) uploading, posting, hosting, or transmitting spam, chain letters, SMSs or other unsolicited email or messages; (iv) attempting to interfere with, compromise the system integrity or security or decipher any transmissions to or from the servers running the Service; (v) taking any action that imposes, or may impose at our sole discretion an unreasonable or disproportionately large load on our infrastructure; (vi) uploading invalid data, viruses, worms, or other software agents or any code of a destructive nature through the Service; (vii) collecting or harvesting any personally identifiable information, including account names, from the Service; (viii) using the Service for any commercial solicitation purposes; (ix) impersonating another person or otherwise misrepresenting your affiliation with a person or entity, conducting fraud, hiding or attempting to hide your identity; (x) interfering with the proper working of the Service; (xi) accessing any content on the Service through any technology or means other than those provided or authorized by the Service; (xii) bypassing the measures we may use to prevent or restrict access to the Service, including without limitation features that prevent or restrict use or copying of any content or enforce limitations on use of the Service or the content therein; (xiii) verbally, physically or other abuse (including threats of abuse or retribution) of any other User or any Payroll Scheduler customer, employee, member, or officer; (xiv) reproducing, duplicating, copying, selling, reselling or otherwise exploiting any portion of the Service, use of the Service, or access to the Service without the express written permission by Payroll Scheduler; or (xv) modifying, adapting or hacking the Service or modifying another website so as to falsely imply that it is associated with the Service, Payroll Scheduler, or any other Payroll Scheduler service.
BY USING THE SERVICE YOU REPRESENT AND WARRANT UNDER PENALTY OF PERJURY THAT (I) YOU DO NOT WORK FOR A COMPETITOR OF THE COMPANY; AND (II) THAT YOU WILL NOT PROVIDE ANY INFORMATION GAINED FROM YOUR USE OF OR ACCESS TO THE SITE OR THE SERVICES TO A COMPETITOR OF THE COMPANY.
We may, without prior notice, change the Service; stop providing the Service or features of the Service, to you or to Users generally; or create usage limits for the Service. We may permanently or temporarily terminate or suspend your access to the Service without notice and liability for any reason, including if in our sole determination you violate any provision of this Agreement, or for any or no reason. Upon termination for any reason or no reason, you continue to be bound by this Agreement.
You are solely responsible for your interactions with other Payroll Scheduler Users. We reserve the right, but have no obligation, to monitor disputes between you and other Users. We shall have no liability for your interactions with other Users, or for any User’s action or inaction.
2. User Content
You agree not to post User Content that: (i) may create a risk of harm, loss, physical or mental injury, emotional distress, death, disability, disfigurement, or physical or mental illness to you, to any other person, or to any animal; (ii) may create a risk of any other loss or damage to any person or property; (iii) seeks to harm or exploit children by exposing them to inappropriate content, asking for personally identifiable details or otherwise; (iv) may constitute or contribute to a crime or tort; (v) contains any information or content that we deem to be unlawful, harmful, abusive, racially or ethnically offensive, defamatory, infringing, invasive of personal privacy or publicity rights, harassing, humiliating to other people (publicly or otherwise), libelous, threatening, profane, obscene, or otherwise objectionable; (vi) contains any information or content that is illegal (including, without limitation, the disclosure of insider information under securities law or of another party’s trade secrets); (vii) contains any information or content that you do not have a right to make available under any law or under contractual or fiduciary relationships; (viii) contains any information or content that you know is not correct and current or (ix) violates any company, employer or other applicable policy.
You agree that any User Content that you post does not and will not violate third-party rights of any kind, including without limitation any Intellectual Property Rights (as defined below), rights of privacy or other rights of Payroll Scheduler or any third party.
Payroll Scheduler reserves the right, but is not obligated, to reject and/or remove any User Content that Payroll Scheduler believes, in its sole discretion, violates any of these provisions or is otherwise unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene or otherwise objectionable. You understand that publishing your User Content on the Service is not a substitute for registering it with the U.S. Copyright Office, the Writer’s Guild of America, or any other rights organization.
For the purposes of this Agreement, “Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction.
In connection with your User Content, you affirm, represent and warrant the following:
A. You have the written consent of each and every identifiable natural person in the User Content, if any, to use such person’s name or likeness in the manner contemplated by the Service and this Agreement, and each such person has released you from any liability that may arise in relation to such use.
B. If applicable, you have the consent and appropriate rights in the User Content to use your employer’s logos, trademarks, trade names or service marks in the manner contemplated by the Service or this Agreement.
C. You have obtained and are solely responsible for obtaining all consents as may be required by law to post any User Content relating to third parties.
D. Your User Content and Payroll Scheduler’s use thereof as contemplated by this Agreement and the Service will not violate any law or infringe any rights of any third party, including but not limited to any Intellectual Property Rights and privacy rights.
Payroll Scheduler may exercise the rights to your User Content granted under this Agreement without liability for payment of any guild fees, residuals, payments, fees, or royalties payable under any collective bargaining agreement or otherwise.
To the best of your knowledge, all your User Content and other information that you provide to us is truthful and accurate.
Payroll Scheduler takes no responsibility and assumes no liability for any User Content that you or any other User or third party posts, sends, or otherwise makes available over the Service. You shall be solely responsible for your User Content and the consequences of posting, publishing it, sharing it, or otherwise making it available on the Service, and you agree that we are only acting as a passive conduit for your online distribution and publication of your User Content. You understand and agree that you may be exposed to User Content that is inaccurate, objectionable, inappropriate for children, or otherwise unsuited to your purpose, and you agree that Payroll Scheduler shall not be liable for any damages you allege to incur as a result of or relating to any User Content.
By posting or otherwise making available any User Content on or through the Service, you expressly grant, and you represent and warrant that you have all rights necessary to grant, to Payroll Scheduler a royalty-free, sublicensable, transferable, perpetual, irrevocable, non-exclusive, worldwide license to use, reproduce, modify, publish, list information regarding, edit, translate, distribute, syndicate, publicly perform, publicly display, and make derivative works of all such User Content and your name, voice, and/or likeness as contained in your User Content, in whole or in part, and in any form, media or technology, whether now known or hereafter developed, for use in connection with the Service and Payroll Scheduler’s (and its successors’ and affiliates’) business, including without limitation for promoting and redistributing part or all of the Service (and derivative works thereof) in any media formats and through any media channels.
In addition to the foregoing, if you are an employer, as between you and PS you are solely responsible for any and all User Content you provide and/or cause to be provided to the PS Service, and the consequences of providing, posting or transmitting such User Content, including responsibility for compliance with breach notification laws. You agree that you will not use Payroll Scheduler to collect, store, or process bank account information, credit or debit card information, social security numbers, driver’s license numbers, or health or medical information, nor will you direct your employees to provide such information to Payroll Scheduler. Payroll Scheduler has the right (but not the obligation) in its sole discretion to remove any User Content that does not comply with this Section.
3. API Terms; Third Party Software
Users may access the Services and their Payroll Scheduler account data via an API (Application Program Interface) and the Services may include access to certain third party software for which certain additional terms may apply (“Third Party Software”). Any use of the API and Third Party Software, including use of the API through a third-party product that accesses Payroll Scheduler, is bound by the terms of this Agreement, including, without limitation, the following specific terms:
- You expressly understand and agree that Payroll Scheduler shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses (even if Payroll Scheduler has been advised of the possibility of such damages), resulting from your use of the API or third-party products that access data via the API or Third Party Software.
- You shall not, and shall not permit any third party to: (a) modify or create any derivative work of any part of the API or Third Party Software; (b) process or permit to be processed the data of any other party unless in connection with your authorized use of the API or Third Party Software; or (c) market, sell, license, sublicense, distribute, publish, display, reproduce, rent, lease, loan, assign or otherwise transfer to a third party the API, Third Party Software or any copy thereof, in whole or in part. You acknowledge and agree that you have no rights to any source code for the API or Third Party Software. You acknowledge and agree that, except to the extent permitted by law, you shall not cause or permit the disassembly, decompilation or reverse engineering of the API or Third Party Software or otherwise attempt to gain access to the source code to the API or Third Party Software (or the underlying ideas, algorithms, structure or organization of the object code in the API or Third Party Software).
- Abuse or excessively frequent requests to Payroll Scheduler via the API may result in the temporary or permanent suspension of your account’s access to the API. Payroll Scheduler, in its sole discretion, will determine abuse or excessive usage of the API. Payroll Scheduler will make a reasonable attempt via email to warn the account owner prior to suspension but shall not be required to do so.
- Payroll Scheduler reserves the right at any time to modify or discontinue, temporarily or permanently, your access to the API or Third Party Software(or any part thereof) with or without notice.