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These Payroll User Service Terms ("Payroll Terms"), are part of the ���DZ��� Customer Terms of Use accessible at /legal (the "���DZ��� Terms"), are offered by ���DZ���., a Delaware corporation ("���DZ���," "we," "our," or "us"). ���DZ��� agrees to provide certain payroll services and related services (collectively, the "Payroll Service") to the Customer (otherwise referred to as “you” or “your”through ���DZ���'s website, . Capitalized terms not defined herein shall, unless otherwise indicated, have the meaning ascribed to such terms in the ���DZ��� Terms.

By electronically accepting (e.g., by clicking 'I Agree'), installing, accessing, or using the Payroll Service, you agree to be bound by ���DZ���'s Terms of Use, Payroll Terms and ('Privacy Policy'). You acknowledge that you have read and understood the Payroll Terms, ���DZ���’s Terms of Use, Privacy Policy and agree to be bound by them. If you do not agree with, or are unable to comply with, you may not use the Payroll Service.

1. Payroll Services

The term “Payroll Service” includes our provision of a platform that allows you to automate payroll processes, including but not limited to approval of paid-time off requests, reimbursements, bonuses, calculate taxes and withholdings, review and submit payroll through direct deposit and printed check options, automate quarterly and annual tax filings and payments, distribute end-of-year W-2, W-9 and 1099 documents, and supply your employees with their personal payroll information.

In order to participate in the Payroll Service, you must satisfy your  obligations under these Payroll Terms, including payment of all fees associated with your use of the Payroll Service, including but not limited to transferring the necessary funds to our Service Providers or ensuring that such funds are available to process payroll deposits (“Payroll Fees”). 

2. Your Obligations, Representations, and Warranties

You understand that our provision of the Payroll Service relies on you, as an Account Administrator, or an Authorized Representative (or anyone that ���DZ��� or Service Provider reasonably believes to be you, an Account Administrator, or an Authorized Representative) will be deemed fully authorized by you, and you shall be fully responsible for providing and uploading complete and accurate Payroll Information into the Payroll Service. “Payroll Information” means any information provided to us through the Payroll Service, including but not limited information to calculate and pay employee payroll, such as wage and salary information and hours worked, if applicable, paid-time off information, employee benefit information, bank information, information related to payroll tax obligations, such as your employer identification number, unemployment insurance tax rates, payroll schedule, federal and state tax information, local powers of attorney (if necessary), and any other information provided by you and necessary for our provision of the Payroll Service.

You shall upload complete and accurate Payroll Information into the Payroll Service and shall keep all Payroll Information up-to-date and accurate. You shall immediately correct any inaccurate or missing Payroll Information either through the Payroll Service or by contacting us directly. You acknowledge that any subsequent request for corrections will be considered special handling, and additional fees may be charged.

When you upload Payroll Information to the Payroll Service: (1) such upload constitutes your approval for us and our Service Providers to manage and run your payroll and any other services contemplated by the Payroll Service; (2) you represent and warrant that: (a) the Payroll Information is accurate and complete; (b) the Payroll Information processed through the Payroll Service will not violate any applicable law; (c) the Payroll Information does not infringe on the intellectual property, moral, or other rights of any third party; (d) you have all necessary rights, authorizations, and consents to provide Payroll Information to ���DZ��� and its Service Providers and (3) you waive and release ���DZ��� and its Service Providers from any claims related to the inaccuracy, errors, or omissions of the Payroll Information by your employees, regulators, administrative agencies, or other third parties. Neither we nor our Service Providers are responsible for the accuracy or completeness of any Payroll Information uploaded to the Payroll Service.

After the Payroll Information has been approved by an Account Administrator and submitted to ���DZ��� 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 ���DZ���, User may not be able to cancel or amend such Submitted Payroll Information. ���DZ��� 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 affected. Customers will reimburse ���DZ��� for any expenses, losses, fines, penalties, or damages ���DZ��� may incur in effecting or attempting to effect such a request. Except for entries created from Payroll Information that has been re-approved and re-Submitted by an Account Administrator in accordance with the requirements of the Payroll Terms of Use, ���DZ��� will have no obligation to retransmit a returned entry to the ACH or gateway operator if ���DZ��� complied with the terms of the Payroll Agreement with respect to the original Entry.

You shall obtain all necessary consents from your employees to include their personal information as Payroll Information in the Payroll Services. While you are primarily responsible to obtain all legal consents necessary to process payroll, make tax payments or withholdings, file tax documents, or any other action that is part of the Payroll Service, including, but not limited to, compliance with all applicable state wage and hour laws,, we may provide assistance through the Services to collect and maintain any such consents.
You shall appoint at least one point of contact (“Payroll Administrator”) with which we may communicate as needed to provide the Payroll Service. You may have the option to appoint more than one Payroll Administrator at your discretion. We will look solely to the Payroll Administrator(s) for any instructions, changes, authentication of information, and any other process to operate the Payroll Service
You shall ensure that you timely pay and make available all Payroll Fees. If you do not have sufficient funds available to satisfy payroll payments, we may terminate the Payroll Service upon five (5) days written notice. Further, we and our Service Providers are not responsible for any failed payroll payments due to your failure to ensure that funds are available to make all necessary payroll and tax payments.
In performing the Payroll Service, Customer acknowledges and agrees that ���DZ���  is not acting in a fiduciary capacity for Customer and/or Customer’s business. You are required to satisfy all legal obligations before you begin using the Payroll Service, including but not limited to deposits of all federal, state, and local withholding liabilities, payroll returns to tax agencies due for tax liabilities, canceling any previous payroll services of professional employee organizations or leasing companies, submitting appropriate tax filings, and any other obligation or liability incurred prior to enrolling and using the Payroll Service.

Customer shall notify ���DZ��� of third-party notices, such as Internal Revenue Service (“IRS”) penalty notices, which could affect ���DZ���’s ability to effectively provide the Payroll Service or which could increase the likelihood that a Claim is brought against Customer or ���DZ��� in connection with the Payroll Service; and  refrain from taking certain prohibited actions, as described in further detail in Section 2 (Your Obligations, Representations, and Warranties) and Section 12 (Prohibited Usage) of the Payroll Terms.

3. Payroll Authorizations

���DZ��� 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 ���DZ��� is either Customer, an Account Administrator, or an Authorized Representative. ���DZ��� does not verify or review Payment Orders for the purpose of detecting any errors; it is Customer’s responsibility to verify the accuracy of Payment Orders. Customer will be bound by any Payment Order that is received by ���DZ��� in compliance with this designated authorization procedure, and Customer shall indemnify and hold ���DZ��� and the other Indemnified Parties harmless from and against any Claims arising from the execution of a Payment Order in good faith and in compliance with such procedures. 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 Customer identifies a person different from the named payee; or (ii) ���DZ��� 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, ���DZ��� may, in its sole discretion, refuse to accept or may return the Payment Order

4. Third-Party Service Providers

We have engaged third-party service providers (“Service Providers”) to assist us in providing the Payroll Services. Specifically, we use Check Technologies, Inc. and/or any of its subsidiaries or affiliates (collectively, “Check”) to process payroll payments and manage tax payments, distributions, withholdings, and filings. Check’s services are subject to terms of services available at () and the Check Banking Services Addendum available at (), which are expressly incorporated herein. To use the Payroll Service, you must agree to Check’s terms of service and payroll user service terms, as applicable. By using the Payroll Service, you agree to our use of Check’s services to operate the Payroll Service. You acknowledge that certain parts of the Payroll Service are operated through Check and governed by Check’s terms of service. You shall timely pay all Payroll Fees to ensure that we and our Service Providers can timely operate and process the Payroll Service.

5. Customer Accounts

To use ���DZ���’s Payroll Service, You must have an account in good standing with ���DZ��� (“Account”) as specified in the conditions in ���DZ���'s Terms of Use. By applying for an account, you agree to comply with these Payroll Terms and ���DZ���'s Terms of Use, and your access to the Payroll Service depends on meeting these eligibility criteria. You also grant ���DZ��� permission to collect and store your account information for platform usage.

6. License to and Processing of Payroll Information

You hereby consent and grant us and our Service Providers’ a limited, transferable, sub-licensable, royalty-free, revocable, non-exclusive license to use and access the Payroll Information to provide the Payroll Service. Your license to us and our Service Providers includes the right to use and disclose Payroll Information in an aggregated, de-identified, or anonymized manner to perform analytics, improve the Payroll Services, or for any other legal purpose.

Further, you consent to our or our Service Providers’ disclosure of Payroll Information to banks or other financial institutions to operate the Payroll Service.

You acknowledge that as part of the Payroll Service, we may process Payroll Information in our systems. We will take commercially reasonable efforts to maintain the integrity, security, and privacy of all Payroll Information. You further acknowledge that as part of the Payroll Service, we act as an intermediary between you and your employees and consent to us sharing certain Payroll Information with your employees.

7. Service Fees and Charges

User agrees to pay the fees for the Payroll Service in accordance with the applicable fee schedules. Product and Services, including any pricing, promotions, and trial periods, are as listed on our site and service at , subject to change, correction, suspension or termination without notice, and may be offered on a per-Service or bundled offering. The fees charged for the Payroll Service(s) will be the price in effect at the time of the order, where applicable. Posted fee increases will only apply to orders placed after such changes, or as permitted for renewing and subsequent subscription terms. Changes to fees will not apply retroactively and will only apply after the conclusion of Your then-current subscription term. If You do not agree with the changes to the fees then You may elect not to renew the Payroll Service. ���DZ��� strives to display accurate price information, however ���DZ��� may, on occasion, make inadvertent typographical errors, inaccuracies, or omissions related to pricing and availability. ���DZ��� reserves the right to correct any errors, inaccuracies, or omissions at any time and to update fees at any time.

You agree to pay ���DZ��� all fees for access to the Payroll Service. All fees will be billed and paid in U.S. currency in accordance with ���DZ���'s current billing policies. ���DZ��� will prepare and send to Customer, at the then-current contact information on file with ���DZ���, an invoice for any Fees that are due.  You must provide any tax exempt certificates to ���DZ��� prior to purchasing any Services.  Unless otherwise stated herein, all fees are non-cancellable and non-refundable (including for partial use of the Services, suspension of an account and/or upon termination of these Terms). Until all Fees are paid in full, all past due amounts will bear an additional charge of the lessor of 1.5% per month or the maximum amount permitted under applicable Law. If ���DZ��� requires the use of collection agencies, attorneys or courts of law for collection of any Fees, You shall be liable for such fees. We will have the right to offset and recoup against your ���DZ��� Account or Accounts for any and all obligations which you may owe to us hereunder to the fullest extent permitted by law.

For Services subject to usage specifications related to User or employee quantities (e.g. tiered Fees for a Payroll Service based on the quantity of Your employees), if during the Subscription Term, Your usage or Your Content indicates that an elevation of tier has occurred, You agree to pay ���DZ��� the Fees for the elevated tier. Any associated pricing change will be effective the following calendar day and: (a) for monthly Subscription Terms, a pro-rated fee for the remainder of the current monthly billing period on the elevated tier will be charged to the payment method on file and the subscription will renew at the elevated tier at the start of the next monthly billing cycle. For clarity, no change in usage will result in a reduction of fees, nor grant you any right to refund, credit, or cancellation.

It is your responsibility to keep all contact, billing, and other information up to date.

All subscription agreements, irrespective of duration of term (monthly, annually, or the like) automatically renew for subsequent terms of the same duration as the initial term at ���DZ���’s then current pricing. If you wish to not have your subscription agreement renewed, you must notify ���DZ��� in writing no later than (a) thirty (30) days in advance of the renewal date of your annual subscription and (b) fifteen (15) days in advance of the renewal day of your monthly subscription.If you wish to cancel your subscription, you may only do so per the notice requirement set forth above, and it will only be effective after the expiration of the subscription period in effect subsequent to the notice received.If you do not cancel your subscription, Your payment method will continue to get billed at ���DZ���’s then current rates for subsequent renewal terms.There are no refunds provided for any access to, or subscription services for, our Services, including for those subscriptions which have renewed for subsequent periods, and your sole remedy is to elect your termination rights of the Services as set forth herein.

8. Indemnification

In addition to the other provisions of the Agreement, you shall defend, indemnify, and hold harmless ���DZ���, and ���DZ���’s employees, officers, directors, partners, agents, subsidiaries, affiliates, representatives, successors, and assigns (collectively “Indemnified Parties”) from any actual or threatened third-party claim arising out of or based upon (1) you and your Payroll Administrator’s use of the Payroll Service, including without limitation any claim by your employees or any governmental entity based on the inaccuracy, untimeliness, or incompleteness of any Payroll Information, (2) your failure to comply with any of the provisions of applicable law, (3) your Content or Service Feedback (4) your violation, misappropriation or infringement of any rights of another (including intellectual property rights or privacy rights); and (5) your breach of any of the provisions, representations, or warranties of these Payroll Terms. Your indemnification obligations under this section include: (x) all damages, costs, and attorney fees finally awarded against the Indemnified Parties in any proceeding under this section; (y) all out-of-pocket costs (including reasonable attorney fees) reasonably incurred by the Indemnified Parties in connection with the defense of such proceeding (other than when you have accepted defense of such claim); and (z) if any proceeding arising under this section is settled, any amounts to any third party agreed to by you in settlement of any such claims. The Indemnified Parties may control, in their sole discretion, the defense or settlement of any third-party claims.

9. Limitation on Liability

���DZ��� is not liable for: (a) any Content posted on our Services; (b) contracts or other obligations that may arise between Users; (c) any damages that result through Your use of our Services in violation of this Agreement; (d) any of the Third-Party Service(s) You may be provided pursuant to your use of the Services; (e) any third-party personally identifiable information you upload or provide to ���DZ��� pursuant to the Services, (f) any claims, actions, damages, losses, or the like that arise from your dependence on our guidance or recommendations as noted in Section 2, or (g) any losses, damages, fines, fees, or the like that result regarding the payroll, time and attendance, or other similar services.

‍IN NO EVENT WILL NOVO, OR ITS LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE PLATFORM, ANY WEBSITES LINKED TO IT, ANY CONTENT ON THE PLATFORM OR SUCH OTHER SERVICES OR ANY SERVICES OR ITEMS OBTAINED OR TRANSACTED THROUGH THE PLATFORM OR SUCH OTHER SERVICES, INCLUDING ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE.

TO THE EXTENT PERMITTED BY APPLICABLE LAW, NOVO’S MAXIMUM AGGREGATE LIABILITY TO YOU FOR ANY DAMAGES ARISING FROM OR RELATING TO THESE PAYROLL TERMS, THE PLATFORM OR OUR PROPERTY, WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, SHALL BE LIMITED TO THE AMOUNTS PAID BY YOU TO NOVO FOR USE OF THE PLATFORM IN THE PRIOR YEAR (OR, IF YOU ARE A NON-FEE PAYING USER, TO THE AMOUNT OF $10).THE FOREGOING DOES NOT AFFECT ANY LIABILITY, WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

10. Intellectual Property Rights

The entirety of the Services, along with any logos, features, trademarks, designs, content (other than Your content), or the like contained therein (“Marks”), are owned by or licensed to ���DZ���, subject to copyright and other intellectual property rights under United States and foreign laws and international conventions. ���DZ��� reserves all rights in and to the Services. You agree You will not use, copy, modify, or distribute any content contained within the Services beyond the authorized and lawful use hereunder. Any feedback, comments, or suggestions you provide to ���DZ��� (“Service Feedback”) is given voluntarily and ���DZ��� will be free to use, disclose, reproduce, or otherwise exploit such Service Feedback without limitation or restriction of any kind, with no payment or royalties owed to You.

11. Effect of Termination of Payroll Service

If either party terminates the Payroll Service, ���DZ��� is not responsible and has no obligation to make further payroll payments, tax payments, withholdings, or filings, or any other actions that occur as part of the Payroll Service. You acknowledge that if either party terminates your access to the Payroll Service, you shall immediately make other arrangements to process your next scheduled payroll to your employees and timely make any tax or other elections as necessary to keep your business and your employees in compliance with all applicable laws. Following termination, ���DZ��� and Service Provider may retain Your information, including Payroll Information ("Service Data"). ���DZ��� will handle any retained data in accordance with its Privacy Policy.

12. Prohibited Usage

In addition to all other usage restrictions, responsibilities, and requirements as set forth herein, You agree to only use the Service for lawful purposes, that you are responsible for your actions and inactions on the Payroll Service (including any and all uploads, transmissions, posting, or the like through the Payroll Service), and that we explicitly prohibit: (i) any use not authorized herein (ii) any interference, damage, interception, or the like of our Payroll Service, (iii) reselling, sublicensing, or the like of the Payroll Service, (iv) framing or mirroring of the Payroll Service, (v) use of the  Payroll Service for illegal, improper, unethical, or immoral activities, (vi) engaging in or encouraging conduct that could or does give rise to criminal, civil, or other liability in any jurisdiction either to yourself or to others (vii) posting infringing information or revealing confidential or trade secrets (unless you are the owner), (viii) your use of the Payroll Service in violation of any laws including export control laws, (ix) interfering with the Payroll Service or gaining unauthorized access to the Payroll Service or any computer system, and (x) permitting any third party to do any of the above, or violate any term set forth herein.

13. Beta Service

If ���DZ��� indicates any features of functionality as a beta or evaluation (referred to as the “Beta Service”), then You may use the Beta Service for a period of time as indicated by ���DZ���, pursuant to ���DZ���’s then current fees for the Beta Service, if applicable. NOTWITHSTANDING ANY OTHER PROVISION OF THE PAYROLL TERMS OR ANY AGREEMENT YOU MAY HAVE DIRECTLY WITH NOVO, YOUR USE OF THE BETA SERVICE WILL BE PURSUANT TO NOVO’S THEN CURRENT TERMS OF USE AND PRIVACY NOTICE. NOVO PROVIDES THESE BETA SERVICE(S) “AS IS” WITHOUT ANY REPRESENTATIONS, WARRANTIES, REFUNDS, OR INDEMNIFICATION OF ANY KIND. ���DZ��� may discontinue, modify, or begin to charge for use of a Beta service at any time, and at their sole discretion. Learn more about our Beta Service in our Terms of Use.

14. Questions

If you have any questions or concerns, please contact us at: support@novo.co