CANADA PAYROLL SERVICE USER TERMS

Last Modified: November 19, 2025 

These Payroll Service User Terms (“Terms of Use”) and the privacy policy, available here (“Privacy Policy”) (collectively, the “Terms”) outline the terms and conditions under which Salsa Payroll Canada Inc. (“Payroll Provider”, “We” or “Our”) agrees to provide you, as both an Employer-User or Employee-User (collectively referred to as “You,” “Your,” “Yours” throughout), with select payroll and related services, including certain services provided by third-party financial institutions, further described below (the “Payroll Services”), through a third-party platform administered by a subscriber to Payroll Provider’s Payroll Services (“Payroll Provider Customer”). Please read the Terms carefully prior to using the Payroll Services. If You are in Québec, You are not permitted to use or access the Payroll Services. If You do not accept the Terms, do not use or access the Payroll Services. Your continued use of and/or access to the Payroll Services will be deemed acceptance of the Terms.  

A. License to Payroll Services

The Payroll Services include the provision of services by certain partner banks (“Partner Bank”). Subject to these Terms of Use, Payroll Provider grants You a non-exclusive, non-transferable, non-sublicensable and revocable license to use the Payroll Services. 

You may only use the Payroll Services if (a) You are an Employer User operating a business in Canada other than in the Province of Quebec, or (b) You are an Employee-User residing in Canada other than in the Province of Quebec. You may also only use the Payroll Services for Your own business purposes and not on behalf of any other party, and not for personal, family or household purposes. Note that an Employer-User means a business that has been provided access to the Payroll Services through a Payroll Provider Customer and will be making payments to an Employee-User. An Employee-User means an employee or contractor of an Employer-User who will be receiving payments from the Employer-User through the Payroll Services. 

We provide the Payroll Services by allowing Payroll Provider Customers to embed Our Payroll Services into their software, products and/or services and allow Employer-Users and Employee Users to use the Payroll Services. The Payroll Services are intended only for access and use by those individuals that are the age majority in their jurisdiction. If an Employee-User is not the age of majority in their jurisdiction the Employee-User is prohibited from both accessing and using the Payroll Services unless the Employee-User has provided Payroll Provider with, and Payroll Provider has accepted, express written consent of the Employee-User’s parent and/or guardian. Only where Employee-Users under the age of majority in their jurisdiction, who wish to use the Payroll Services through a Payroll Provider Customer, are required to provide the express written consent of their parent and/or guardian so that Payroll Provider may provide the Payroll Services as contracted between Payroll Provider and a Payroll Provider Customer.   Payroll Provider Customers and Users may not use the Payroll Services for any unlawful purposes and may not use the Payroll Services from a sanctioned jurisdiction. If You are a Payroll Provider Customer or an Employer-User, You or Your officers, directors, or beneficial owners are subject to applicable sanctions regimes.  

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B. Changes to the Terms of Use

Payroll Provider is permitted to revise and update these Terms of Use from time to time in its sole discretion, including to the extent required by Partner Bank. Payroll Provider shall provide advance notice of any material changes to these Terms of Use to Payroll Provider Customers. All changes are effective immediately upon notice to You and apply to all access to and use of the Payroll Services thereafter. Your continued use of the Payroll Services following notice of the revised terms, or the posting of revised Terms of Use on the Payroll Provider website, means You accept and agree to the changes. 

C. Payroll Services and Access

Payroll Provider works with Payroll Provider Customers and You to provide You with the Payroll Services directly and through Partner Bank. Employer-Users acknowledge and understand that it obtains these Payroll Services through a Payroll Provider Customer, regardless of whether such fees are paid directly to Payroll Provider, by the Payroll Provider Customer or by the Employer-User. Employee-Users acknowledge and understand that they obtain these Payroll Services through an Employer-User, regardless of whether such fees are paid directly to Payroll Provider by a Payroll Provider Customer or by an Employee-User. The Payroll Services provided to You are subject to the services agreement in place between Payroll Provider and the Payroll Provider Customer or Employer-User as applicable. 

By using the Payroll Services, You appoint Payroll Provider as Your agent for the limited purposes of providing You with the Payroll Services, consistent with the following purposes: 

1. Calculating payroll and any associated liabilities, including withholdings for Users based on information provided;
2. Processing payroll and facilitating, through Your account at the applicable Partner Bank, related payroll payments (which may appear on an Employee-User’s bank account as a payment from Payroll Provider  
3. Facilitating payroll tax payments and payroll tax filings electronically through Your bank account at a Partner Bank; and 
4. Sending wage garnishments to municipal, provincial, territorial, and/or federal agencies (as applicable) in compliance with applicable law.

Account Setup Assistance. From time to time, Payroll Provider or the Payroll Provider Customer may offer to help You set up or configure Your Payroll Provider account. This may include making recommendations or attempting to migrate certain settings or information from Your prior payroll provider. Any such assistance is provided as a convenience only. You remain solely responsible for reviewing, confirming, and maintaining the accuracy and completeness of all account settings, configurations, and information. Neither Payroll Provider nor the Payroll Provider Customer’s platform guarantees that any migrated or recommended settings will be correct or complete, and neither will be responsible for any errors, omissions, or issues arising from Your reliance on such assistance. You agree to indemnify and hold harmless Payroll Provider and applicable Payroll Provider Customer’s platform from any claims, losses, or liabilities that result from Your use of this setup or configuration assistance.

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Further, by using the Payroll Services, You represent and warrant the following: 

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1. Payroll Provider is not acting in a fiduciary capacity on Your behalf;
2. Payroll Provider is not Your employer;
3. You are independently and at all times be responsible for Your obligations under municipal, provincial, territorial and federal laws, regulations, or ordinances, including without limitation employment and wage and hour laws, regulations, and ordinances;
4. Payroll Provider is not providing legal, tax, or accounting advice through the Payroll Services; 
5. You, as an Employer-User, shall be fully responsible for any and all obligations related to compliance with legal requirements related to employment and wage and hour laws, regulations, and ordinances, including without limitation those relating to the payment of wages (including minimum wages, overtime wages, and all other forms of employment or service provider compensation), calculations relating to rate of pay,  pay frequency and timing of pay, methods of payment (cheque, electronic money transfer, payroll card, etc.), deductions from wages, pay equity, and appropriate consents to pay, deduct or withhold from wages, and the classification service providers as exempt or non-exempt for purposes of municipal, provincial, territorial, or federal wage and hour laws, regulations, and ordinances and the classification of service providers as an employee or an independent contractor as applicable in the jurisdiction where an Employer-User’s service providers are residing or providing services; 
6. You, as an Employer-User, have provided and obtained all notices and consent necessary to supply Payroll Provider with the information and permissions required to provide the Payroll Services, including information from Your employees and/or independent contractors (as applicable and appropriate). Further, Employer-User acknowledges and understands that in providing the Payroll Services, Payroll Provider may act as an intermediary between Employer-User and its employees and/or independent contractors (as applicable and appropriate) or, with the authorization of Employer-User, speak directly with its employees and/or independent contractors specifically and solely with respect to the delivery of payroll funds owed; 
7. Employee-Users have provided all notices and consent necessary to the applicable Payroll Provider Customer to supply Payroll Provider with the information and permissions required to provide the Payroll Services. Further, Employee-User acknowledges and understands that in providing the Payroll Services, Payroll Provider may act as an intermediary between Employee-User and its employer (as applicable and appropriate); and 
8. Payroll Provider shall have authorization to choose a frequency of tax remittance on Your behalf unless such remittance is set by municipal, provincial, territorial or federal specific rules and regulations (in such a case, Payroll Provider shall remit such in accordance with the specific municipal, provincial, territorial or federal requirements). 

You may be required to sign and agree to additional terms and complete additional forms or authorizations that we provide to You, as may be required by law or as we, or a Partner Bank, determine is otherwise necessary to provide the Payroll Services, including but not limited to Your payroll and bank account information, and municipal, provincial, territorial, federal and/or local powers of attorney (as may be required).

You may be required to provide additional information, sign and agree to additional terms, and complete additional forms or authorizations that we provide to You, as may be required by law or as We or Our Partner Bank determine is otherwise necessary to provide the Payroll Services, including but not limited to Pre-Authorized Debit (“PAD”) agreements as defined in Payments Canada Rule H1, Your payroll and bank account information, and municipal, provincial, territorial, and/or local powers of attorney (as may be required). 

As a condition of using the Payroll Services, You will provide Payroll Provider the information it requires, either directly or through the applicable Payroll Provider Customer platform, to perform and provide the Payroll Services, including but not limited to employee forms, authorizations, and previous payrolls (which pre-date Payroll Provider’s involvement in providing the Payroll Services).  

D. Identity Verification

Payroll Provider may require You to provide to Payroll Provider, or the applicable Payroll Provider Customer may require You to provide to it in order to provide to Payroll Provider, certain information to verify Your identity or the identity of Your business, to assess the financial risk of providing Payroll Services to You, and to screen Your information against various government or regulatory databases.  Payroll Provider or Payroll Provider Customer may request additional identification or verification documents in its sole discretion, including in response to any request from Your Partner Bank, and reserve the right to not provide or stop providing the Payroll Services at any time if Payroll Provider is unable to verify Your identity or for any other lawful business reason, including without limitation if Your Partner Bank suspends or terminates Your access to banking services provided by a Partner Bank pursuant to any applicable terms of Partner Bank.  Without limiting the foregoing, Payroll Provider may deny, revoke, or suspend Your access and use of the Payroll Services at any time for failure to comply with these requirements or otherwise. 

E. Accuracy of Information

You are responsible for maintaining and accurately providing information requested by Payroll Provider. Payroll Provider is not and will not be responsible or liable for any errors or inaccuracies in the information that You provide to us (or Your inability or failure to maintain original copies/documents, as may be required by law). 

Regardless of the information You provide to Payroll Provider, You are responsible (and Payroll Provider will have no liability) for: 

1. Remitting any municipal, provincial, territorial, or federal withholding liabilities incurred prior to Your access to and use of the Payroll Services.
2. Submitting any payroll returns to the applicable tax authority that were due for any tax liabilities incurred before enrolling in the Payroll Services. 

Further, by using the Payroll Services You authorize Payroll Provider to file payroll tax returns and make payroll tax payments on Your behalf. However, Employer-Users are held responsible by taxing authorities for the timely filing of employment tax returns, the accuracy of those returns, and the timely payment of employment taxes for Employee-Users or other applicable payees.   

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F. Payroll Information Provided to Payroll Provider; Approval, Submission, and Authorization of Payroll

Employer-Users will be required to approve and submit any payroll information Payroll Provider or banking partners requests and required to process payments in connection with the Payroll Services, including but not limited to information Employer-Users provide to Payroll Provider and information used by Payroll Provider to calculate and process employee payroll, track employee benefits, process payroll tax payments to applicable taxing authorities, and produce payroll tax returns and T4 statements, and to authorize Payroll Provider to create and transmit credit or debit entries necessary to process Employer-Users payroll and payroll tax transactions as provided through the Payroll Services. Employer-Users are required to submit accurate and up-to-date payroll information at all times.

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Payroll Provider will notify Employer-Users (via email or other electronic means) when Payroll Provider has received all necessary information to begin the Payroll Services. Prior to Payroll Provider submitting Employer-Users’ first payroll, Employer-Users will be responsible for reviewing and confirming the completeness and accuracy of any payroll information provided by Employer-Users to Payroll Provider. You shall have all responsibility and liability and are required to (and Payroll Provider shall have no liability nor responsibility for Employer-Users failure to) timely provide such information and maintain accurate and complete records of all payroll information at all times.

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As a condition of enrolling in the Payroll Services, Employer-Users represent and warrant the following for each payroll: 

1. Employer-Users have the appropriate consent to provide and approve of all payroll information provided by Employer-Users to Payroll Provider;
2. No payroll information submitted will result in a credit or debit entry that would result in violations of any sanctions program of any Canadian government agency or any applicable municipal, provincial, territorial, or federal, laws, rules, or regulations; 
3. Employer-Users waive and release any and all losses, liabilities, claims, damages, expenses or costs against Payroll Provider arising out of errors or omissions in the payroll information that Employer-Users provided or submitted to Payroll Provider for which Employer-Users have not corrected or requested Payroll Provider correct; 
4. Employer-Users understand and acknowledge that any subsequent change or correction requests may be considered special requests for which additional fees may be charged; 
5. Employer-Users, nor any of its Employee-Users, do not conduct business with any individual or entity that is subject to sanctions by the Canadian federal government or that is subject to any other government-maintained sanctions lists; and
6. Employer-Users’ obligation to its employees and/or independent contractors (as applicable and appropriate) that are entitled to receive funds via the Payroll Services is not extinguished if any such funds are not remitted through the Payroll Services to the applicable payee. 

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In providing the Payroll Services, Payroll Provider will use its best efforts to verify the authorization of anyone associated with Employer-Users providing Payroll Provider with instructions or directions related to payroll information and the creation of a debit or credit entry, however, at all times Employer-Users are responsible for reviewing and verifying that such order for entries is accurate. Payroll Provider may use its discretion to identify the correct payee or refuse to accept or return an order for an entry if such order has inconsistencies or inaccuracies in the payee or financial institution. 

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If applicable, Payroll Provider will only file tax returns on an Employer-User’s behalf once such Employer-User has processed payroll through the Payroll Services and the payroll has been paid out to the appropriate Employee-User(s) or other payees. Payroll Provider is under no obligation to file payroll tax returns or pay payroll taxes on behalf of an Employer-User if there are any unresolved problems with the payroll information submitted to Payroll Provider or requested from Employer-Users. 

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F. Bank Accounts; Debiting and Crediting

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Electronic Funds Transfer (“EFT”) Debit Authorization: By using the Payroll Services, Employer-User authorizes Payroll Provider to initiate debit or credit entries to Your applicable bank account at the financial institution supplied to Payroll Provider. You shall provide Payroll Provider (and as may be required, Your financial institution) with authorization (which may be captured via a consent during Your bank account setup in the onboarding process, or, at Payroll Provider’s request, via a written form provided by Payroll Provider) to initiate debit or credit entries to Your bank account via EFT. These authorizations will remain in full force and effect until You provide Payroll Provider with reasonable written notice of termination of any such authorizations. Your failure to provide these authorizations or the termination of the authorizations may be cause for immediate termination of the Payroll Services. 

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Employer-Users shall be responsible for maintaining and ensuring that its bank account has sufficient funds (as of the date and time Payroll Provider originates debit or credit entries) to cover all disbursements, fees, payroll taxes, or other amounts due in connection with the Payroll Services. If an Employer-User does not ensure that sufficient funds are available, Payroll Provider shall have no liability whatsoever for any resulting consequence directly or indirectly arising from such failure by Employer-User. In the event that Employer-User does not ensure that there are sufficient funds in its bank account, Employer-User shall reimburse Payroll Provider for any financial obligations or liabilities resulting from such failure. In addition, Payroll Provider (through its Partner Bank) may: 

1. Require an Employer-User to pay all outstanding disbursements directly to Employee-Users; 
2. Refuse to instruct Partner Bank to pay unremitted payroll taxes (at which point the Employer-User shall be solely responsible for any such payroll tax liability);
3. Instruct Partner Bank to pay some or all of the requisite funds and then take any and all actions necessary to recover the funds from the Employer-User; 
4. Attempt the debit entry/withdrawal a second or third time; 
5. Require Employer-User to provide an alternative funding source for future required payments; 
6. Refuse to perform the Payroll Services for Employer-User; and/or
7. Immediately terminate the Payroll Services provided to Employer-User.

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The amounts due in connection with the Payroll Services will be debited by Payroll Provider and held on Employer-Users’ behalf by Payroll Provider in account(s) owned and controlled by Payroll Provider until such amounts due are to be remitted to Employee-Users and the appropriate taxing authorities/agencies. Such accounts may be omnibus bank accounts in which funds are commingled for the benefit of Employer-Users. Payroll Provider has no ownership rights in, or access to or control over the funds held by Partner Bank. Payroll Provider holds funds in trust accounts in compliance with the Retail Payment Activities Act S.C. 2021, c. 23, s. 177. The role of Payroll Provider is limited to acting as an authorized third-party that transmits, on Employer-User’s behalf, the requests from an Employer-User to Partner Bank to initiate an EFT debit and credit entries to withdraw funds from and credit funds to an Employer-User’s trust account, and subsequently make payments to an Employer-User’s designated payees.  

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To the extent that You, as an Employer-User, wish to complete payment to Your designated payees in a shorter timeframe than as set forth in these Terms of Use, Payroll Provider and/or Partner Bank shall have the right to request, and Partner Bank to receive and retain, an advanced deposit to remain in Your account with Partner Bank. This deposit may be used at any time in order to cover any deficiencies pending settlement of funds from any other Employer-User account used to fund the Payroll Services, relative to amounts due to be remitted to Employer-User’s payees and the appropriate taxing authorities/agencies. In addition, or in the alternative, certain requests for payment to an Employer-User’s payees may require Employer-User to initiate a wire transfer or take other steps to securely and rapidly transmit funds from Employer-User’s account with Partner Bank in a timeframe sufficient to meet the Employer-User’s request. Payroll Provider reserves the right to make any such requests in its sole discretion. Employer-User agrees and understands that it is not entitled to any interest or other earnings associated with any funds held by Partner Bank on its behalf, and You assign to Payroll Provider and Partner Bank any and all rights that You may have to such earnings (if any). 

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If an Employer-User supplies an Employee-User’s bank account information directly to Payroll Provider or a Payroll Provider Customer, the Employer-User certifies that it has obtained and is maintaining authorizations (and shall provide such authorization upon Payroll Provider’s request) from those Employee-User’s Partner Bank, where applicable, to credit and debit funds (including to correct an error or overpayment) from those Employee-Users’ accounts. 

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If a credit or debit entry fails to be paid out, the Payroll Provider is unable to make a final payment on Employer-User’s behalf, and the funds are returned to the applicable bank, Payroll Provider will provide notice and the relevant details to the relevant Employer-User. Payroll Provider will facilitate the return of these funds to Employer-User pursuant to these Terms of Use, and Employer-Users are required to contact the applicable Employee-User(s) and/or otherwise resolve payment of the unpaid funds. Employer-Users may also update the required wage and payroll information as necessary in accordance with these Terms of Use to allow Payroll Provider to re-perform such credit or debit entry on the Employer-User’s behalf. Payroll Provider shall have no responsibility nor liability for compliance with an applicable unclaimed or abandoned property laws related to any funds that are unpaid and returned to Employer-User(s).  

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G. Payroll Processing

Employer-Users shall be required to submit all necessary and requested payroll information no later than the applicable cut-off time on the applicable business day so that Payroll Provider may process on Employer-Users’ behalf through the applicable bank the submitted payroll information and debit and/or credit entry requests/orders according to Payroll Provider’s then-current processing schedule applicable. Payroll Provider will use reasonable efforts to process payroll information submitted by Employer-Users and transmit such debit and/or credit entries to the applicable bank to transmit to banking system with the next regularly scheduled filing schedule Payroll Provider creates. Payroll Provider’s standard processing time for debit and/or credit entry requests/orders is four (4) business days, and Payroll Provider will process such entry requests/orders within such time. All such timely processing is subject to Employer-Users obligations and requirements related to payroll information submitted to Payroll Provider by the Employer-User and Employer-Users’ ability to ensure the sufficient funds are available. 

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After Payroll Provider has received payroll information from an Employer-User, the Employer-User may not be able to cancel or amend such submitted information. Payroll Provider will use reasonable efforts to act on any cancellation or amendment requests received prior to transmitting the debit or credit entries through the bank but Payroll Provider will have no liability if the cancellation or amendment is not affected. Employer-User shall reimburse Payroll Provider or the relevant Payroll Provider Customer for any expenses, losses, fines, penalties, or damages incurred in effecting or attempting to effect such a request. Except for credit or debit entries created from payroll information that has been re-approved by Employer-User and re-submitted in accordance with the requirements of these Terms of Use, Payroll Provider will have no obligation to retransmit a returned credit or debit entry if Payroll Provider complied with the Terms of Use with respect to the original debit or credit entry.

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Payroll Provider’s sole liability and Employer-Users’ sole remedy for its failure to perform the payroll tax portion of the Payroll Services (as provided above) shall be as follows:

1. Payroll Provider will remit the payroll taxes received from Employer-User to the appropriate taxing authority. 
2. Payroll Provider will reimburse Employer-User or pay directly to the appropriate taxing authority any penalties resulting from Payroll Provider’s error or omission, provided that Employer-User must use reasonable efforts to mitigate any penalties or losses. 

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The Payroll Services will enable Employer-Users to enter, approve and submit the requisite payroll information to Payroll Provider for creation, formatting and transmission of debit or credit entries in accordance with applicable law and regulations. Payroll Provider may reject such payroll information or debit or credit entries which do not comply with the requirements of these Terms of Use, applicable law or regulations. Partner Bank may also reject any such debit or credit entries that do not comply with applicable law or regulation. If any payroll information or debit or credit entry is rejected, Payroll Provider will make a reasonable effort to notify the applicable Employer-User promptly, either directly or through the Payroll Provider Customer’s platform, so that the Employer-User may correct such submitted payroll information or request that Payroll Provider correct the applicable entry and resubmit the payroll information. If an Employer-User requests that Payroll Provider correct any payroll information or credit or debit entries due to payroll information being incorrectly submitted or provided to Payroll Provider by Employer-User, Payroll Provider may attempt to correct such information but is under no obligation to make any requested correction. Payroll Provider shall not be liable for any consequences that may directly or indirectly result from Payroll Provider’s attempt to correct, or failure to correct, payroll information or debit or credit entries based on incorrect payroll information provided by an Employer-User. 

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Employer-Users assume all responsibility and liabilities of each applicable debit or credit entry provided to Payroll Provider. Employer-Users acknowledge that under applicable law and regulation, Payroll Provider may be required to make certain warranties on behalf of Employer-Users with respect to each debit or credit entry. Employer-Users agree that Payroll Provider is not required to indemnify certain persons for Employer-User’s failure to perform its obligations under applicable law and regulation. 

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H. Changes to the Payroll Services; Diligence; Refusal of Payroll Services

Payroll Provider may update the Content, defined below, on the Payroll Services from time to time. In order to meet Payroll Provider’s legal and contractual obligations (including obligations imposed by or through any Canadian regulatory body), to evaluate certain risks, and to prevent fraud, Payroll Provider may perform certain diligence on Employer-Users, for which such Employer-User’s compliance, including providing information or documents that Payroll Provider may request, is a requirement for Payroll Provider providing and/or continuing to provide the Payroll Services. In the event that an Employer-User declines certain authorization requests (such as authorization to run a credit report for the Employer-User), there may be an impact on Employee-Users access to and use of the Payroll Services. Payroll Provider may refuse or limit an Employer-User’s access and use of the Payroll Services in the event that Payroll Provider deems an Employer-User poses a risk of fraud or financial harm to Payroll Provider and a Payroll Provider Customer. Further, Payroll Provider may request, and You will be obligated to provide, additional information related to any such submitted payroll information or relevant transaction You request Payroll Provider perform as part of the Payroll Services. Payroll Provider may refuse to process a payroll transaction if it concludes that such transaction may be potentially fraudulent or create an undue risk to Payroll Provider or the Payroll Provider Customer through which Employer-User receive access to the Payroll Services. Employer-User hereby acknowledges and agrees that Payroll Provider may be required to report any suspicious activity involving the Payroll Services. 

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I. Restrictions on Use 

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These Terms of Use permit You to use the Payroll Services subject to the following restrictions: 

1. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on the Payroll Services, except as it is created and owned by You. 
2. You must not delete or alter any copyright, trademark, or other proprietary rights notices from copies of materials from this site.
3. No right, title, or interest in or to the Payroll Services or any Content, defined below, on the Payroll Services is transferred to You, and all rights not expressly granted are reserved by Payroll Provider. 
4. You shall not commercialize the Payroll Services or use them for another other than You.
5. You shall not use the Payroll Services to transmit funds on behalf of a third party. 
6. You shall not create a competitive service to the Payroll Services. 
7. You shall not use the Payroll Services to export any portion of the Payroll Services in violation of the export control laws and regulations of Canada. 
8. You shall not use the Payroll Services in any manner that is not authorized by Payroll Provider or complaint with these Terms of Use. 

J. Fees

Fees for the Payroll Services are outlined in the applicable services agreement between Payroll Provider and Payroll Provider Customer. Dependent on the terms of the specific service agreement with the applicable Payroll Provider Customer, Employer-User may pay fees directly to Payroll Provider, to the Payroll Provider Customer, and/or a combination of Payroll Provider and the Payroll Provider Customer. 

Payroll Provider reserves the right to modify its fee structure at any time and without advance notice; however, the specifics of the fee structure that may be applicable to Employer-User will be indicated in the applicable services agreement. Please contact the Payroll Provider Customer through which Employer-User have access to the Payroll Services if Employer-User has any questions. 

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K. Feedback

If You provide us any ideas, thoughts, criticisms, suggested improvements, or other feedback related to Payroll Services, You agree Payroll Provider may use such feedback for any purpose, including improving Payroll Provider’s Payroll Services and promoting the Payroll Services, You will not be due any compensation for this feedback. You grant to us a worldwide, royalty-free, fully paid, perpetual, irrevocable license to use, reproduce, modify, translate, distribute, perform, display, import, sell, offer for sale, make, have made, create derivative works of and otherwise exploit the feedback in any form, media, or technology, whether now known or hereafter developed, and to allow others to do the same. This is true whether You provide the feedback on the Payroll Services or through any other method of communication with us, unless Payroll Provider have entered into a separate agreement with You that provides otherwise.

L. Electronic Communication 

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By using the Payroll Services, You agree and give consent to Payroll Provider to provide communications, agreements, documents, notices and disclosures required by law and other information related to Your use of the Payroll Services (collectively, “Documentation”) electronically, by email or by posting them on the Payroll Provider website. You agree that any electronic communications are considered received by You at the time they are emailed to You. You may withdraw Your consent to electronic communication of the Documentation as outlined in Payroll Provider’s Privacy Policy, however, Payroll Provider may charge You additional fees for providing paper copies of any of the Documentation or decline to provide with paper copies of any of the Documentation. 

M. Intellectual Property Rights  

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The Payroll Services and its entire contents, features, and functionality (including but not limited to all information, software, text, displays, images, video and audio, and the design, selection, and arrangement thereof), and all other intellectual property rights therein (collectively, “Content”) are owned or controlled by the Payroll Provider, its licensors, or other providers of such material. All rights, titles, and interests, in and to the Payroll Services and any output made available to You through the Payroll Services and are protected by Canadian and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws to the fullest extent possible. 

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 Consistent with our General Terms of Use available here, Payroll Provider’s name and logo and all related names, logos, product and service names, designs and slogans are the property of Payroll Provider or its affiliates or licensors. You must not use such marks without the prior written permission of Payroll Provider. All other names, logos, product and service names, designs, and slogans You may encounter through the Payroll Services are the trademarks of their respective owners. You further agree not to use, change or delete any proprietary notices from any materials provided through the Payroll Services. All rights not expressly granted to You in these Terms of Use are reserved. 

N. Term, Termination and Effect of Termination

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These Terms of Use remain in full force and effect while
You use the Payroll Services unless otherwise terminated by Payroll Provider. 

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Payroll Provider has the right to:

1. Take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Payroll Services.
2. Terminate or suspend Your access to all or part of the Payroll Services for any or no reason, including without limitation, any violation of these Terms of Use, (i) including but not limited to Your repeated failure to provide Payroll Provider with accurate payroll information, unauthorized use of the Payroll Services, violation of Payroll Provider’s intellectual property rights, and any action that violates applicable municipal, provincial, territorial and federal law; or (i) termination of Our relationship with an applicable Partner Bank of a provision or all or part of the account services or any other Partner Bank services provided in connection with the Payroll Services.

Termination of the Payroll Services may be irreversible. If the Payroll Services are terminated (whether by Payroll Provider or by You), at the time of such termination, Payroll Provider will have no obligation with respect to any future payroll tax filings on Your behalf. Please note, however, Payroll Provider shall continue to provide its Services to the extent required to fulfil its regulatory obligations. Further, if the Payroll Services are terminated (whether by Payroll Provider or by You), then Payroll Provider may ask  You to make specific elections regarding whether Payroll Provider shall make certain final payroll tax filings on Your behalf. If You request that Payroll Provider make these certain final payroll tax filings on Your behalf, but does not provide Payroll Provider with the requisite information promptly following the termination of the Payroll Services, then You expressly authorize Payroll Provider to make the applicable tax filing on Your behalf. In such a situation, You acknowledge and agree that Payroll Provider may rely on any such elections and any action taken by Payroll Provider on Your behalf (in the face of Your failure to promptly supply the required information), and Payroll Provider is not and will not be responsible or liable for any consequences or third-party claims arising from such reliance or any resulting errors in any final payroll tax filings.    

O. Disclaimer of Warranties  

YOUR USE OF THE PAYROLL SERVICES, ITS CONTENT, AND ANY SERVICES OR ITEMS ACCESSED THROUGH THE PAYROLL SERVICES IS ENTIRELY AT YOUR OWN RISK. THE PAYROLL SERVICES, ITS CONTENT, AND ANY SERVICES OR ITEMS ACCESSED THROUGH THE PAYROLL SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY REPRESENTATIONS, WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER PAYROLL PROVIDER NOR ANY PERSON ASSOCIATED WITH PAYROLL PROVIDER MAKES ANY REPRESENTATION, WARRANTY OR CONDITION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE PAYROLL SERVICES. WITHOUT LIMITING THE FOREGOING, NEITHER PAYROLL PROVIDER NOR ANYONE ASSOCIATED WITH PAYROLL PROVIDER REPRESENTS OR WARRANTS THAT THE PAYROLL SERVICES, ITS CONTENT, OR ANY SERVICES OR ITEMS ACCESSED THROUGH THE PAYROLL SERVICES OR THE SERVER THAT MAKES THE PAYROLL SERVICES AVAILABLE WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT THE PAYROLL SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE PAYROLL SERVICES OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE PAYROLL SERVICES WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.

PAYROLL PROVIDER HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTIBLE QUALITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE.

THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

P. Limitation on Liability  

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IN NO EVENT WILL PAYROLL PROVIDER OR ITS LICENSORS, SERVICE PROVIDERS, DIRECTORS, OFFICERS, EMPLOYEES, OR AGENTS 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 PAYROLL SERVICES, ANY CONTENT ACCESSED ON OR THROUGH THE PAYROLL SERVICES, OR ANY SERVICES OR ITEMS ACCESSED THROUGH THE PAYROLL SERVICES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS, OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, BUSINESS INTERUPTION AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE.

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EXCEPT FOR PAYROLL PROVIDER’S OBLIGATIONS TO REMIT FUNDS THAT ARE PROCESSED BY PAYROLL PROVIDER DIRECTLY UNDER THESE TERMS OF USE  OR AMOUNTS THAT ARE IN PAYROLL PROVIDER’S POSSESSION THAT ARE RIGHTFULLY OWED TO YOU, IN NO EVENT WILL THE COLLECTIVE LIABILITY OF PAYROLL PROVIDER, ITS SUBSIDIARIES, AFFILIATES AND ITS LICENSORS, SERVICE PROVIDERS, DIRECTORS, OFFICERS, EMPLOYEES, OR AGENTS TO ANY PARTY (REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT OR OTHERWISE) EXCEED THE AMOUNT YOU HAVE PAID PREVIOUSLY FOR THE PAYROLL SERVICES DURING THE LAST 12 MONTHS PRIOR TO THE CAUSE OF ACTION.

THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

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Q. Indemnification  

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You agree to defend, indemnify, and hold harmless Payroll Provider, its subsidiaries, its affiliates, licensors, and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable legal fees) arising out of or relating to Your violation of these  Terms of Use or Your use of the Payroll Services, including, but not limited to, any violation of applicable law, rule or regulation in Canada or in any other country, any transaction submitted by You through the Payroll Services, any information that You provide to Payroll Provider, any actual or alleged breach of the representations and warranties outlined in these Terms of Use, any use of the Payroll Service’s Content, services, and products other than as expressly authorized in these Terms of Use or Your use of any information accessed or obtained from the Payroll Services.  

R. Governing Law

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All matters relating to the Payroll Services and these Terms of Use, and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, excluding any conflicts of laws principles. 

S. Choice of Language 

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The parties have required that these Terms of Use and all documents relating thereto be drawn up in English. Les parties ont demandé que cette convention ainsi que tous les documents que s’y attachent soient rédigés en anglaise. 

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T. Arbitration  

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Any dispute, controversy, or claim arising out of or relating to these Terms of Use including any question regarding its existence, interpretation, validity, breach or termination, or the business relationship created by it shall be referred to and finally resolved by final and binding arbitration under the ADR Chambers Arbitration Rules, as amended, of ADR Chambers. The place of arbitration shall be Toronto, Ontario. 

U. Waiver and Severability  

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No waiver by Payroll Provider of any term or condition set forth in these Terms of Use shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of Payroll Provider to assert a right or provision under these Terms of Use shall not constitute a waiver of such right or provision.

If any provision of these Terms of Use is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Use will continue in full force and effect.

V. Force Majeure

Payroll Provider shall not be liable or responsible for any delay or failure to perform due to causes outside of the direct, reasonable control of Payroll Provider.

W. Assignment

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The rights granted under these Terms of Use may not be transferred or assigned by You but may be assigned by Payroll Provider without restriction. 

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X. Data Retention

In order to meet Canada Revenue Agency (“CRA”) requirements and to support the provision of the Payroll Services, Payroll Provider will retain payroll records and related data collected during the provision of the Payroll Services, for a period of at least seven (7) years. Payroll Provider’s use of personal information and data handling processes is outlined in its Privacy Policy.  

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Y. Entire Agreement  

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The Terms of Use, along with any other supporting documentation requiring execution to provide You with the Payroll Services, constitute the sole and entire agreement between You and Payroll Provider with respect to the Payroll Services and supersede all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to the Payroll Services.

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