Payroll Terms
These Payroll Terms, together with any Additional Terms (defined below), constitute a legally binding agreement (collectively, the “Agreement”) between Priority Rollfi, LLC, a Delaware limited liability company (“Rollfi”), and the business that accepts these Payroll Terms (“Company”), and set forth the terms and conditions that govern the payroll related services (the “Payroll Service”) Rollfi provides to Company. Money transmission services related to the Payroll Service are provided by Finxera, Inc. (NMLS #1168701), an affiliate of Rollfi, or its authorized affiliates and contractors.
Please read the Agreement carefully. The individual agreeing to this Agreement on behalf of Company hereby represents and warrants that such individual has the authority to accept this Agreement on behalf of, and to bind, Company.
Other Terms
Additional Terms and Conditions. Depending on the type of Payroll Service or other ancillary services requested, Company may be required to agree to additional terms and conditions or complete authorizations (collectively “Additional Terms”) required by law, the third-party service provider of such services, or as otherwise necessary to provide the Payroll Service. Rollfi shall provide any necessary Additional Terms to Company.
No Legal, Tax, Financial, or Employee Benefits Advice. Company acknowledges and agrees that Rollfi is not a law firm, tax advisor, financial consultant, or employee benefits specialist. Any services, information or documents provided by Rollfi, including payroll processing, tax filings, and benefits-related functions, are purely administrative in nature and should not be construed as legal, tax, financial, or employee benefits advice. Company is solely responsible for its legal, tax, financial, and employee benefits obligations pursuant to applicable laws and is advised to consult its own advisors to ensure compliance with all applicable laws and regulations. Rollfi shall have no liability for any decisions made by Company based on information provided by Rollfi.
Privacy Policy. This Agreement incorporates by reference all policies, notices, and other content that appear on the Site, including Rollfi’s Privacy Policy and consumer privacy notice (provided through its parent company), each accessible at https://prioritycommerce.com/privacy-policy-at-priority-clarification/.
Payroll Service
Services Provided by Rollfi. Rollfi provides the Payroll Service to customers through a proprietary technology platform known as payroll.prioritycommerce.com or a customer-branded website (either, the “Site”). Additionally, the Payroll Service may be accessed through a technology platform (the “Third-Party Platform”) owned by a third-party intermediary (the “Intermediary”). Upon Rollfi’s approval of Company, Rollfi will provide Company with the Payroll Service for the purposes of (i) calculating payroll and its related obligations for Company; (ii) processing payroll and conducting 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. Rollfi will rely on the information or instructions that any Authorized Representatives or Account Administrators (as defined in Section 3.2) communicate to Rollfi through the Site or the Third-Party Platform to assist Rollfi in providing the Payroll Service, and any such information or instructions shall be deemed fully authorized. By utilizing the Payroll Service, Company agrees that Rollfi is not responsible or liable for any errors resulting from such reliance, including but not limited to IRS penalties and interest or other penalties. Notwithstanding the foregoing, Rollfi shall have the discretion to disregard any such information or instructions if Rollfi reasonably believes that acting on such information or instructions could create any business, legal, or regulatory liability. Rollfi will notify Company if it disregards any material information or instructions and the reasons therefor.
Enrollment, Underwriting. To use the Payroll Service, Company must enroll on the Site and create an account (the “Company Account”). In order to meet Rollfi’s legal obligations, evaluate risk and prevent fraud, prior to using the Payroll Service, Company shall provide to Rollfi all information and authorizations reasonably required by Rollfi that will allow Rollfi to identify Company and to otherwise perform certain diligence on Company in compliance with applicable laws and Rollfi’s internal fraud prevention policies and credit underwriting policies. In the event that Company fails to satisfy such diligence and underwriting, Rollfi may deny or limit Company’s access to the Payroll Service.
Rollfi Not a Fiduciary. By utilizing the Payroll Service, Company acknowledges and agrees that Rollfi is not acting in a fiduciary capacity on Company’s behalf or on behalf of any Company members, managers, directors, officers, employees, contractors, agents, or other related parties. Further, Company also acknowledges and agrees that by using the Payroll Service, Company is not relieved from any obligations under any local, state, or federal regulations requiring Company to retain any tax, financial or payroll related records.
Service Fees. Company agrees to pay all fees (the “Fees”) for the Payroll Service in accordance with the applicable fee schedules provided by Rollfi, made available on the Site, or provided by the Intermediary, as updated from time to time (either, the “Fee Schedules”). Rollfi will invoice Company on the 5th business day each month for all Fees incurred for the Payroll Service provided during the preceding month. And the invoices are due and payable upon receipt. Alternatively, Company may, and Company hereby authorizes Rollfi to, debit its designated bank account (the “Bank Account”) for all Fees pursuant to the Fee Schedules as they become payable. Notwithstanding the foregoing, if Company accesses the Payroll Service through a Third-Party Platform, the Fees may be invoiced by and payable to the Intermediary, and any such payment to the Intermediary shall constitute payment to Rollfi for the Payroll Service provided to Company. Rollfi may, and may cause the Intermediary to, upon thirty (30) days’ notice to Company, make changes to the Fee Schedule. Continued use of the Payroll Service following such notice and applicable change to the Fee Schedule constitutes Company’s agreement to those changes. In addition, Rollfi or the Intermediary may invoice Company from time to time for other additional services, sales taxes, or other costs or charges applicable to Company arising from Rollfi’s provision of the Payroll Service (the “Other Charges”). The invoices for such Other Charges are due and payable within fifteen (15) days of receipt. All Fees and Other Charges are non-refundable. If Rollfi or the Intermediary is unable to collect any Fees, whether caused by insufficient funds in the Bank Account or otherwise, Company will be liable for: (i) any applicable processing fees, bank fees, or charges for return items; (ii) interest of eighteen percent (18%) per annum or the maximum rate permitted by law, whichever is lower; and (iii) attorneys’ fees and other costs of collection as permitted by law.
Payroll Accounts
Account Setup. Upon the approval by Rollfi of Company for the Payroll Service and Company’s acceptance of this Agreement, Rollfi will establish one or more custodian accounts owned by Finxera for the benefit of Company to facilitate the Payroll Service (each, a “Payroll Account”) which will be used in connection with the provision of Payroll Service as provided herein.
Account Administrators and Authorized Representatives. Company shall provide Rollfi with a list of Account Administrators and a list of Authorized Representatives. Each of such Account Administrators and Authorized Representatives shall be granted login information to access or make changes to Company Account in connection with the Payroll Service.
“Account Administrators” are individuals who have authority to make changes to any information submitted to Rollfi through the Company Account and access confidential documentation related to (i) Company’s business; (ii) the Payroll Processing Documents; (iii) any Company employees, independent contractors, agents, or other persons who will receive compensation or other benefits through the Payroll Service; and (iv) other Company financial or payroll related records.
“Authorized Representatives” are Company employees who are members of Company’s human resources, payroll, or similar departments who will have authority to supply information to Rollfi related to the Payroll Service.
Authorization. Company represents and warrants that each Account Administrator and each Authorized Representative has the authority to take action on behalf of, and to bind, Company as provided in this Agreement. Company hereby authorizes Rollfi to accept any information, instruction or direction from any Account Administrator or Authorized Representative as provided in this Agreement.
Changes. If any individual is no longer an Account Administrator or an Authorized Representative for whatever reason, Company shall immediately deactivate such individual’s login credential for accessing the Company Account and shall promptly notify Rollfi in writing of any such change. Any actions taken by Rollfi in reliance of any information or instructions received from any such individual prior to receiving Company’s notification shall be binding on the Company.
Administrator Approvals. An Account Administrator must submit and approve the Payroll Processing Documents (as defined below) before Rollfi will effectuate any credit or debit entries (the “Entries”) for Company’s payroll and payroll tax transactions.
Payroll Processing Procedures
Required Documents. Before Rollfi can process any of Company’s payroll requests, Company must submit all documents that Rollfi requires for providing the Payroll Service (the “Payroll Processing Documents”). The Payroll Processing Documents include: (i) Company’s payroll and bank account information, (ii) applicable and required federal, state, or local powers of attorney, (iii) previous payroll history, and (iv) all other information requested by Rollfi that are necessary for providing the Payroll Service, as determined in Rollfi’s reasonable discretion. Company’s failure to timely provide the Payroll Processing Documents may negatively affect Rollfi’s ability to provide the Payroll Service, and Rollfi shall have no liability to Company or any third party as a result of any delay in processing any payroll request. Rollfi will promptly notify Company when all requisite Payroll Processing Documents have been received.
Payroll Information. In addition to the Payroll Processing Documents, Rollfi will also request, upon Company’s enrollment to receive Payroll Service and thereafter from time to time, payroll related information from Company, Account Administrators, Authorized Representatives, Company’s employees, Company’s independent contractors, or other Company representatives (the “Payroll Information”). Payroll Information includes but is not limited to: (i) personal and financial information; (ii) account and routing numbers; (iii) public keys and wallet addresses; (iv) employer identification numbers; and (v) other information necessary to process or issue payroll tax returns, W-2 statements, checks, and payment transfers. Company is responsible for ensuring that all Payroll Information is accurate and kept up to date.
Payment Authorizations. Rollfi will use reasonable efforts to verify that the individual providing an instruction to approve, release, cancel, or amend the Payroll Information used to create Entries (each, a “Payment Authorization”) is either an Account Administrator or an Authorized Representative. Notwithstanding the foregoing, it is Company’s sole responsibility to verify the accuracy of Payment Authorizations, and Company agrees to indemnify, hold harmless, and defend Rollfi and its affiliates from and against any claim, controversy, or other liability arising from Rollfi’s actions taken in response to a Payment Authorization as instructed or otherwise set forth herein. Rollfi shall notify Company in the event of any inconsistencies in a Payment Authorization (e.g., between a name and wallet address), and Company acknowledges that Rollfi shall have full discretion to reject or reasonably attempt to act upon any such inconsistent Payment Authorization.
Reliance. Company acknowledges that the provision of Payroll Service depends on receiving accurate information from Company. Company represents and warrants that all Payroll Processing Documents and Payroll Information provided to Rollfi are correct, complete and current at the time such documents or information are provided and at each time a payroll request is submitted. Company shall promptly notify Rollfi if any of the Payroll Processing Documents or the Payroll Information has changed. Rollfi shall have no liability to Company or any third party if any payroll request is processed incorrectly, or any processing fails, as a result of any incorrect or outdated information in the Payroll Processing Documents or in the Payroll Information.
Processing Schedule. Company agrees that Submitted Payroll Information will be processed in accordance with the applicable processing schedules provided by Rollfi or available on the Site, as may be updated from time to time (the “Processing Schedule”). Company further understands that if Submitted Payroll Information is received by Rollfi following the applicable cut-off time set forth in the Processing Schedule or ACH (as defined in Section 6) is closed for business that Rollfi may not be able to process the Submitted Payroll Information timely, and Rollfi shall not be responsible for such failure to process the Submitted Payroll Information timely. Notwithstanding the foregoing, Rollfi shall use reasonable efforts to attempt to process the Submitted Payroll Information as soon as practicable.
Failed Transactions. Should any payment or transfer initiated by Rollfi (whether a direct deposit, wallet transfer, or otherwise) fail to reach the intended recipient, any funds from that failed payment or transfer shall be returned to the Payroll Account and shall be deemed “Outstanding Funds”. Rollfi shall use reasonable efforts to promptly notify Company of the existence of such Outstanding Funds and shall transfer the Outstanding Funds to the Bank Account as soon as is practicable. Company shall then be solely responsible for contacting the intended recipient of the Outstanding Funds or otherwise resolving the existence of the Outstanding Funds. Company may update the required wage and payroll information as needed to reflect any required modifications in accordance with the provisions of this Agreement so that Rollfi may re-perform the direct deposit payroll payment on Company's behalf. Company must comply, and is solely responsible for complying, with all applicable unclaimed or abandoned property laws regarding Outstanding Funds. Company expressly releases Rollfi from all liability and Claims (as defined in Section 9) directly or indirectly arising from state unclaimed or abandoned property laws, including, without limitation, any penalties or interest. Company agrees that Rollfi shall have no obligation to indemnify Company or defend Company regarding any audit, examination, assessment, or other enforcement action by a state or local governmental authority, or any other entity, related to Outstanding Funds under unclaimed or abandoned property laws.
Suspicious Activities. Company acknowledges that Rollfi can refuse to process a payroll request if it reasonably concludes that the transaction is potentially fraudulent or may create undue risk to Rollfi. Company also acknowledges that Rollfi may be obligated, in accordance with its legal obligations or the legal obligation of the financial institutions maintaining the Payroll Account, to report any suspicious or irregular activity involving the Payroll Service.
Bank Account Procedures
Credit and Debit Authorization. By utilizing the Payroll Service, Company authorizes Rollfi to initiate debit and credit Entries to the Bank Account for purposes of running payroll, paying payroll taxes, correcting payroll entries, carry out all other necessary Payroll Service functions, and to pay the Fees, if applicable (“Rollfi Authorization”). The Rollfi Authorization shall remain in full force and effect until Rollfi has received a written notice of the termination of such Rollfi Authorization from Company and has had a reasonable amount of time to process such termination. Company may not use the Payroll Service upon the termination of the Rollfi Authorization. Should Company choose to provide Company’s employees’ bank account information on their behalf to Rollfi, Company certifies to Rollfi that Company is duly authorized by such employees to allow Rollfi to credit and, as legally necessary to correct an error or overpayment, debit funds from those employees’ accounts. Company will provide proof of all employee authorizations upon request. Rollfi is not responsible for determining whether the bank accounts of any payors or payees have deposit or withdrawal restrictions.
Maintenance of Bank Account. Company shall ensure that the Bank Account has sufficient funds at all times to cover all necessary fees, payroll payments, and other amounts due in connection with the Payroll Service as of the date that such payments are due. Rollfi will not make any payroll payment when there are insufficient funds in the Bank Account to cover both the Fees and the payroll payment. Rollfi shall have no liability to Company, any payee, or any other third party if it fails to make any payroll payment as a result of insufficient funds in the Bank Account. In addition, Rollfi may terminate the Payroll Service immediately in its entirety.
Handling of Funds. Rollfi will hold any sums withdrawn from the Bank Account for purposes of making payroll payments on behalf of Company (“Payroll Funds”) in the Payroll Accounts until such Payroll Funds are disbursed pursuant to Company’s instructions. Rollfi does not pay any interest on the Payroll Funds held in the Payroll Accounts. Company acknowledges that Rollfi may invest any amounts held in the Payroll Accounts, pursuant to applicable regulations and laws, and that Company and its related parties shall not be entitled to any gain or loss attributable to such investment activities. Notwithstanding the foregoing, Rollfi agrees to indemnify and hold Company harmless from and against any loss of the principal amount of the Payroll Funds directly caused by Rollfi or Rollfi’s investment activities. Further, Rollfi agrees to make required payroll transfers and fulfill payroll tax burdens for Company using Rollfi’s own funds or other assets should any such loss of the Payroll Funds be sustained. Company acknowledges that no state or federal agency monitors or assumes any responsibility for Rollfi’s financial solvency.
Payroll Tax Calculations. Rollfi may occasionally over-draw or under-draw amounts not exceeding one dollar ($1.00 USD) per payroll transaction from Company’s Bank Account due to rounding calculations when determining payroll tax liability. Company agrees that any such differences between Company’s actual payroll tax burden and the amount Rollfi withdraws from the Bank Account shall not be owed by Company to Rollfi or by Rollfi to Company, and that the parties will deem the withdrawal amount to be accurate and not seek a credit from the other party.
Excess Credits. Should Rollfi mistakenly credit to the Bank Account funds in excess of what it owed to Company, Company shall promptly notify Rollfi as soon as it becomes aware of such credit. Rollfi shall have the authority to debit the Bank Account for any such excess amounts or seek repayment by Company in any manner that Rollfi reasonably determines.
ACH Terms
Compliance with NACHA Rules and UCC. Company acknowledges that the origination of Automated Clearing House (“ACH”) transactions to the Payroll Account and to any recipient’s account must comply with applicable laws, rules, and regulations, including the Nacha Operating Rules and Operating Guidelines, as amended from time to time (the “NACHA Rules”) and Article 4A of the Uniform Commercial Code, as codified in the State of Georgia and as may be amended from time to time (as amended, the “UCC”). Company represents and warrants that all ACH transactions authorized by Company comply with the NACHA Rules and, where applicable, the UCC. Company agrees to provide Rollfi with a separate authorization upon request for Rollfi or any entity designated by Rollfi to initiate certain ACH debit or credit entries to the Bank Account. Company further agrees to provide the depository institution holding the Bank Account with any additional authorizations or information it may require.
Rejection for Non-Compliance; Corrections. If any Entry created based on the Payroll Information is rejected, Rollfi will make reasonable efforts to notify Company of such rejection (such notice a “Rejection Notice”). Rejection Notices will be effective upon delivery. However, Company agrees that, unless prohibited by applicable laws, Rollfi shall not be liable to Company in any way for (i) the rejection of any Entry; (ii) any delay or failure to provide a Rejection Notice; and (iii) any Claims arising directly or indirectly from the foregoing. Company is solely responsible for correcting any Payroll Information that is inaccurate, incomplete, or untimely. Company may request that Rollfi make corrections to an Entry after receipt of a Rejection Notice but understands that Rollfi is not obligated to make any such corrections and shall not be liable to Company in any way for any Claims or other consequences resulting from any Rollfi corrections.
Submitted Payroll Processing. Company acknowledges that once a payroll request is processed, Rollfi may not be able to amend or cancel it. If Company realizes an error was included in the Payroll Information submitted, it shall notify Rollfi as soon as possible. Rollfi will use reasonable efforts to make any amendments or cancellations requested by an Account Administrator but does not guarantee that a cancellation or amendment will be made. Company agrees to reimburse Rollfi for any costs incurred in attempting to make or making any such amendment or cancellation. Rollfi shall have no liability to Company or any third party if it is unable to amend or cancel the processed payroll request.
Tax Matters and Warranties
Important Tax Information. Although Company has appointed Rollfi to file payroll tax returns and make payroll tax payments, Company is solely responsible for the timely filing of employment tax returns and the timely payment of employment taxes. Rollfi and the IRS recommend that Company enroll in the U.S. Treasury Department’s Electronic Federal Tax Payment System (“EFTPS”) to monitor Company’s IRS account and ensure that timely tax payments are being made. Enrollment for EFTPS is available online at www.eftps.gov, or via phone by calling (800) 555-4477. Rollfi also recommends that Company contact appropriate state offices directly for details of similar state programs.
Tax Representations and Warranties. In utilizing the Payroll Service, Company represents and warrants to Rollfi that:
No Payroll Information submitted to Rollfi 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;
All wage and Payroll Information provided to Rollfi is accurate and shall be timely updated as necessary; and
All other information related to the Payroll Service submitted to Rollfi by Authorized Representatives or Account Administrations is and shall be complete, timely, and accurate.
Tax and Other Liability.
Liability for Inaccurate or Incomplete Information. Company acknowledges that Rollfi relies on the accuracy and completeness of information provided by Company, an Account Administrator, or an Authorized Representative. Rollfi shall not be liable for any Losses or Claims (each as defined in Section 9) resulting from inaccurate, incomplete, or untimely information supplied to Rollfi. Company shall be solely liable for such Claims and shall indemnify and hold Rollfi harmless from any such Claims.
Right to Withhold Payroll Tax Filings and Processing. Rollfi, at its reasonable discretion, may elect not to file Company’s payroll tax returns, pay Company’s payroll taxes, or otherwise process Company’s payroll if there are unresolved issues related to any information requested by Rollfi or submitted by Company. Rollfi shall have no liability for any Claims resulting from such unresolved issues, and Company agrees to indemnify and hold Rollfi harmless from any resulting liability.
Responsibility for Payroll Information and Corrections. Company acknowledges that Rollfi shall have no liability for any Claims resulting from errors or omissions in Payroll Information provided by Company unless Company has specifically requested Rollfi to correct such errors, and Rollfi has agreed to make those corrections. Any correction requests may result in additional fees, which will be reflected on an invoice. Furthermore, Company understands and agrees that it bears ultimate responsibility for any audits, assessments, or government inquiries related to payroll tax compliance. Rollfi has no obligation to verify the accuracy of any data provided by Company.
Tax Compliance Responsibility. Company acknowledges that tax laws and regulations vary by jurisdiction and are subject to frequent changes. While Rollfi will make reasonable efforts to stay informed of and comply with such changes, Company remains solely responsible for ensuring compliance with all applicable tax laws, including but not limited to payroll tax withholdings, filings, and payments. Rollfi shall not be liable for any late, unpaid, or improperly filed taxes, penalties, or interest resulting from changes in tax laws, incorrect or incomplete information provided by Company, or Company’s failure to review and confirm compliance. Company agrees to regularly monitor its tax obligations and consult with its own tax or legal advisors as necessary.
Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ROLLFI AND ITS OFFICERS, DIRECTORS, AGENTS, PARTNERS AND EMPLOYEES WILL NOT BE LIABLE TO COMPANY UNDER ANY THEORY OF LIABILITY, WHETHER BASED IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, WARRANTY, OR OTHERWISE FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, PUNITIVE OR SPECIAL DAMAGES OR LOST PROFITS, EVEN IF ROLLFI OR ITS OFFICERS, DIRECTORS, AGENTS, PARTNERS AND EMPLOYEES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT FOR (I) THE OBLIGATION TO REMIT FUNDS THAT ARE PROCESSED PURSUANT TO THIS AGREEMENT, (II) AMOUNTS THAT ARE IN ROLLFI’S POSSESSION THAT ARE RIGHTFULLY OWED TO COMPANY, OR (III) ROLLFI’S GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT, ROLLFI’S TOTAL LIABILITY FOR ANY CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT, REGARDLESS OF THE FORM OF THE ACTION, WILL NOT EXCEED THE FEES RECEIVED FROM COMPANY, DIRECTLY OR THROUGH AN INTERMEDIARY, FOR USE OF THE PAYROLL SERVICE IN THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENTS GIVING RISE TO THE APPLICABLE CLAIM. IF COMPANY BECOMES AWARE OF, OR REASONABLY SHOULD HAVE BEEN AWARE OF, ANY FACTS, ISSUES, INFORMATION, OR CIRCUMSTANCES WHICH ARE REASONABLY LIKELY, WHETHER ALONE OR IN COMBINATION WITH ANY OTHER FACTS, ISSUES, INFORMATION, OR CIRCUMSTANCES, TO LEAD TO A CLAIM AGAINST ROLLFI OR COMPANY IN CONNECTION WITH THIS AGREEMENT, COMPANY MUST NOTIFY ROLLFI PROMPTLY AND USE REASONABLE EFFORTS TO MITIGATE AGAINST ANY LOSS THAT MAY GIVE RISE TO SUCH A CLAIM.
Term and Termination
Term. This Agreement shall be in effect for the duration of Company’s use of the Payroll Service.
Termination with Notice. Either party may terminate the Agreement and the Payroll Service by providing written notice to the other party with thirty (30) days advance notice of the proposed date of termination. Except as otherwise provided elsewhere in this Agreement, including in Section 8.3, if either party is terminating the Agreement as a result of the other party’s breach of a material obligation hereunder, such termination notice shall specify such breach with reasonable detail; and the non-breaching party may terminate this Agreement if such breach is not cured within such 30-day period.
Immediate termination by Rollfi. If Rollfi reasonably believes that fraud has been or is being committed in connection with Company’s use of the Payroll Service, Rollfi may terminate this Agreement and Company’s access to the Payroll Service immediately upon written notice to Company.
Effect of Termination. As of the effective date of termination, Rollfi will have no obligation to make further payroll tax filings on Company’s behalf. Notwithstanding the foregoing, Company may elect to appoint Rollfi to make certain final payroll tax filings pursuant to the terms of the Agreement (the “Post-Termination Filings”). To the extent permissible by applicable law, Rollfi will have full discretion to accept appointment to file any Post-Termination Filings. Rollfi will Invoice Company for any Post-Termination Filings pursuant to the Fee Schedule. Following termination of the Payroll Service and excepting any Post-Termination Filings that Rollfi agrees to file, Rollfi shall not be responsible for depositing any federal, state, and local withholding liabilities or submitting any payroll returns to any applicable tax agencies for payroll tax liabilities.
Indemnification. In addition to any other indemnification obligations set forth in this Agreement, Company agrees to indemnify, defend and hold harmless Rollfi, its affiliates, and their respective officers, directors, employees, agents, and permitted assigns from and against any and all expenses, losses, liabilities, damages, fines, or costs, including reasonable attorneys’ fees (collectively, “Losses”) arising from any action, claim, counterclaim, demand, or proceeding made or brought by a third party, including any employees and any regulatory authorities (each, a “Claim”), as a result of (i) Company’s material breach of any representation, warranty, or covenant hereunder; (ii) Company’s fraud, gross negligence or intentional misconduct in connection with the Payroll Service; or (iii) any Payroll Service provided by Rollfi in reliance on instructions, documents, and information received from Company; provided, that the foregoing shall not apply if such Losses result from Rollfi’s (A) fraud, gross negligence or intentional misconduct, or (B) failure to comply with, or to perform its obligations under this Agreement, such as to give rise to such Loss or Claim.
Consent to Use Electronic Signatures and Communications.
Consent. To the fullest extent permitted by applicable laws, Company consents to use electronic signatures and to electronically receive all records, notices, statements, communications, and other items for the Payroll Service provided hereunder and in connection with Company’s relationship with Rollfi (collectively, “Communications”). Electronic Communications will be sent to the email address on Company’s profile on its Company Account. Rollfi may, and may request Company to, execute Communications electronically. Company agrees that such electronically executed Communications will have the same legal effect as a signed physical document. By accepting and agreeing to this Agreement electronically, Company represents that (i) Company has read and understands this consent to use electronic signatures and to receive Communications electronically; (ii) Company has the hardware and software necessary to receive and store electronic Communications; and (iii) Company’s consent will remain in effect until Company withdraws its consent as specified below. Company must keep its email address on its Company Account current and notify Rollfi of any change in its email address by updating Company’s profile on its Company Account. Company should print and save or electronically store a copy of all Communications that Rollfi sends to Company electronically. Company may also request paper copies of electronic Communications from Rollfi by contacting Rollfi as provided herein.
Hardware and Software Requirements. In order to access, view, sign and retain electronic Communications provided by Rollfi, Company must have:
An up-to-date device (e.g., computer, tablet, or mobile phone) which has internet access;
A current, compatible web browser, including the current or immediately preceding version of Chrome, Internet Explorer, Firefox, Safari and Edge;
A valid email account;
An operating system on the device capable of receiving, accessing and displaying Communications in electronic form via text-formatted email or gaining access to the Site using a supported browser, including any necessary software (e.g., Adobe to read PDF documents); and
A device capable of storing and printing Communications, if Company wishes to store or print any Communications.
Take all actions necessary to avoid Communications from Rollfi being blocked or going into any spam folder.
Right to Withdraw Consent. Company’s consent to receive Communications electronically will remain in effect until Company withdraws it. Company may withdraw its consent to receive further Communications electronically at any time by contacting Rollfi as provided herein. If Company revokes its consent to receive Communications electronically, Rollfi reserves the right to terminate this Agreement and Company’s right to use the Payroll Service. Such revocation will be effective after Rollfi has had a reasonable period to act on Company’s withdrawal request. Such revocation of consent to receive Communications electronically will not apply to any Communications that were sent before Company’s request to withdraw consent becomes effective.
Changes. Rollfi may, in its sole discretion, communicate with Company in paper form. In addition, Rollfi reserves the right to discontinue the provision of electronic Communications or to terminate or change the terms and conditions on which it provides electronic Communications. Except as otherwise required by applicable law, Rollfi will notify Company of any such termination or change by providing the updates on the Company Account or delivering notice of such termination or change electronically.
U.S. Federal Law. Company acknowledges and agrees that this Agreement is subject to the federal Electronic Signatures in Global and National Commerce Act (“E-SIGN Act”), and that the E-SIGN Act will apply to validate Company’s ability to engage electronically in transactions related to the Payroll Service.
Miscellaneous
Independent Contractors. Company agrees that Company and Rollfi are independent contractors and nothing in this Agreement shall establish any relationship of partnership, joint venture, employment, franchise, or agency between us. Except as otherwise provided for in this Agreement, neither Company nor Rollfi will have the power to bind the other or incur obligations on the other party’s behalf without the other party’s prior written consent.
Assignment. The obligations and rights established by this Agreement may not be assigned or transferred by Company without Rollfi’s prior written consent and any attempted assignment without such consent will be void. Notwithstanding the foregoing, Rollfi may assign or transfer this Agreement, including any of its rights and obligations without Company’s consent. This Agreement is binding on the parties hereto and their respective successors and permitted assigns.
Modification. Rollfi reserves the right, in its reasonable discretion, to modify or replace this Agreement from time to time. If Rollfi makes material modifications to this Agreement, Rollfi will post the modification on the Site and update the “Last Updated” date at the top of the document. Any change to this Agreement will be effective as of the Last Updated date. By continuing to access or use the Payroll Service after the Last Updated date, Company agrees to be bound by the modified terms and conditions set forth herein. Company agrees that it will check this Agreement periodically for changes and that the use of the Payroll Service following the posting of any changes to this Agreement constitutes acceptance of those changes. If the modified terms are not acceptable to Company, Company may not access or use the Payroll Service. Rollfi’s failure to enforce any term or condition shall not be deemed a waiver of the right to later enforce such term or condition or any other term or condition. If any provision of this Agreement is found to be void or unenforceable, that provision will be enforced to the maximum extent possible, and the remaining provisions will remain in full force and effect. Except as this Agreement (including in this Section) otherwise allows, Company and Rollfi will cooperate with one another and negotiate and enter into such additional agreements or provide additional documentation as may be reasonably necessary to fulfill the business understandings intended by these terms.
Force Majeure. Rollfi shall not be liable for any delay or failure to perform due to causes beyond Rollfi’s reasonable control, including acts of God, fires, floods, embargoes, governmental restrictions, strikes, riots, wars or other military action, acts of terrorism, civil disorders, or pandemics (each, a “Force Majeure Event”). Rollfi shall promptly notify Company with reasonable details if it encounters a Force Majeure Event. Rollfi’s obligations hereunder shall be suspended for the duration of such Force Majeure Event; provided that it shall use its commercially reasonable efforts to mitigate the impact of the Force Majeure Event and shall resume the performance as soon as such Force Majeure Event ends.
Entire Agreement; Construction. This Agreement contains the entire agreement and understanding between Company and Rollfi with respect to the subject matter thereof and supersedes all prior agreements, negotiations, representations, and proposals, written and oral, relating to such subject matter. This Agreement will not be construed in favor of or against any party by reason of the extent to which any party participated in the preparation of this Agreement.
Governing Law; Jurisdiction. This Agreement shall be governed by, subject to, and interpreted in accordance with the laws of the state of Georgia, without regard to conflict of laws principles. The parties irrevocably consent to the exclusive jurisdiction of, and venue in, any federal or state court of competent jurisdiction located in the State of Georgia, for the purposes of adjudicating any action or proceeding to enforce the terms of this Agreement. The parties agree that this Agreement and the transactions contemplated therein shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods or the Uniform Computer Information Transactions Act, as currently enacted by any jurisdiction or as may be codified or amended from time to time by any jurisdiction. English shall be the governing language of this Agreement. Both parties agree that they will use all reasonable commercial efforts to resolve any dispute between them before recourse to judicial or other forms of administrative process.
Notices. All notices and other communication required or permitted to be sent by Rollfi under this Agreement shall be in writing and delivered electronically as provided in Section 10. Notices shall be deemed given on the date when such notices are sent electronically. All notices and other communication required or permitted to be sent by Company to Rollfi shall be in writing and delivered electronically to support@payroll.prioritycommerce.com.
Conflicting Terms. The terms in this Agreement are not intended to replace any terms of any agreement Company has with any depository financial institution that governs Company’s Bank Accounts. To the extent any of the terms herein conflict with any term of Company’s Bank Account agreements, the terms of Company’s Bank Account agreements shall be the controlling terms with regard to the Bank Accounts.