Salsa Payroll Service User Terms of Use

Applicability of These Terms
These Terms of Service apply to all users who sign up for our Payroll Services on or after October 31, 2025.

If you began using our Payroll Services before October 31, 2025, your use continues to be governed by our previous Terms of Service until December 31, 2025.

The previous Terms will automatically be replaced by these updated Terms, below, on January 1, 2026.

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Last Updated: September 12, 2025

These Salsa Payroll Service User Terms of Use (the “PSU Terms of Use”), our General Terms of Use (available here), and our Privacy Policy (available here) (collectively the “Terms”) outline the terms and conditions under which you obtain, through your Platform (as defined below), select payroll and related services (the “Payroll Services”). The Payroll Services include certain services provided to you by third-party financial institutions as described herein, as an Employer-User or Employee-User (“you,” “your,” “yours”).  Please read all of our policies carefully as you agree that you consent to the Terms by your use of this website and Salsa’s services, as described further below and in our General Terms of Use. As described further below, by agreeing to these terms, you are also agreeing to the Increase Terms of Service (the “Increase Terms”), as certain components of the Payroll Services are made available directly to you through Increase and certain partner banks of Increase (such banks, “Partner Banks”).  All capitalized terms not herein defined shall have the same meanings as defined within our General Terms of Use and/or our Privacy Policy.

Acceptance of the Terms of Use

These PSU Terms of Use of use are entered into by and between you and Salsa Software Inc. (“Payroll Provider,” “we,” “our,” or “us”), and they govern your access to and use of the Payroll Services (as defined in the General Terms of Use) and certain payroll services as further defined below. Please read the Terms carefully before you start to use the Payroll Services. If you do not agree to the PSU Terms of Use, our General Terms of Use, and our Privacy Policy, do not access or use the Payroll Services.

Term

This agreement remains in full force and effect while you use the Payroll Services and so long as you are subscribed to the Payroll Services and comply with the Terms. Notwithstanding the foregoing, termination of your agreement with your Platform and/or your inability to access the Payroll Services through your Platform will automatically terminate this agreement. All provisions of the Terms shall survive termination by either party, including, without limitation, ownership provisions, warranty disclaimers, indemnity, and limitations of liability. 

Eligibility

We provide modern payroll solutions by allowing platform users (each, a “Platform”) to embed a payroll product into their software, products, and/or services and allow their eligible customers/clients (i.e., Employer-Users) to enroll in Payroll Services.  The Payroll Services are made available to you (as an Employer-User) only through the Platform that is contracted with us to provide the services. You may use the Payroll Services only for your own business purposes and not on behalf of any other party, and not for personal, family or household purposes. You also not use the Payroll Services for any unlawful purposes or if you (as an Employer-User) or your officers, directors, or beneficial owners are subject to sanctions regimes or seeking to access the services from a sanctioned jurisdiction. 

Changes to the Terms of Use

We may revise and update these PSU Terms of Use from time to time in our sole discretion, including to the extent required by Partner Banks. If we make material changes, we will provide reasonable advance written notice to each Platform, and the Platform will notify its Employer-Users in advance of such changes. After notice has been provided, these changes will go into effect on the effective date reflected on the updated PSU Terms of Use when they are posted or otherwise made available to Employer-Users through your Platform. Notwithstanding the foregoing, you acknowledge and agree that, provided we provide notice to your Platform of updates or changes to the PSU Terms of Use, the Platform is obligated to communicate such changes to you, and your continued use of the Payroll Services or our Payroll Services following the effective date of revised PSU Terms of Use means you accept and agree to the changes. 

Access to the Payroll Services

Payroll Provider then works in connection with Platforms and you to provide you, directly and through Increase and Partner Banks, various payroll services. You acknowledge and understand that an Employer-User obtains these payroll services through a Platform, regardless of whether such fees are paid directly to Payroll Provider by the Platform or by an Employer-User. The Payroll Services provided to you and other various users are subject to the services agreement in place between us and the Platform. 

Payroll Services

By using the Payroll Services, you appoint Payroll Provider as your agent for the limited purposes of providing you with the Payroll Services, and consistent with the following purposes: 

• Calculating payroll and any associated withholdings for Employee-Users or Employer-Users based on information provided by Employee-Users or Employer-Users;
• Facilitating the establishment of an account with a bank on your behalf through Increase, which is a service that enables users to create accounts with Partner Banks as set forth in the Increase Terms and related applicable terms, which are linked to above and also available here, and then processing payroll and facilitating, through your account at Partner Bank, related payroll payments (which may appear on an Employee-User’s bank account as a payment from Payroll Provider); 
• Facilitating payroll tax payments and payroll tax filings electronically through your account at Partner Bank; and 
• Sending wage garnishments to local, state, and/or federal agencies (as applicable).

Account Setup Assistance. From time to time, Payroll Provider or your Platform may offer to help you set up or configure your Payroll Services 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 your 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 your Platform from any claims, losses, or liabilities that result from your use of this setup or configuration assistance.

Further, by using the Payroll Services, you agree and warrant the following: 

• Payroll Provider is not acting in a fiduciary capacity for you;
• Payroll Provider is not your employer;
• You are independently and at all times be responsible for your obligations under local, state, and federal laws, regulations, or ordinances, including without limitation employment and wage and hour laws, regulations, and ordinances;
• Payroll Provider is not providing legal, tax, or accounting advice through the Payroll Services; 
• 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 (check, ACH, 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 local, state, 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 state where an Employer-User’s service providers are residing or providing services. 
• 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.
• Payroll Provider shall have authorization to choose a frequency of tax remittance on your behalf unless such remittance is set by the state specific rules and regulations (in such case, Payroll Provider shall remit such in accordance with the specific state 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, Increase, or Partner Banks determine is otherwise necessary to provide the Payroll Services, including but not limited to your payroll and bank account information, and local, state, and/or local powers of attorney (as may be required).

As a condition of using the Payroll Services, you will provide information to us either directly or through Platform in order for Payroll Provider 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)).  We may require you to provide to us, or Platform may require you to provide in order to provide to us, 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 including the Office of Foreign Asset Control Sanctions List.  We or Platform may request additional identification or verification documents at our sole discretion, including in response to any request from Increase or Partner Bank, and reserve the right to not provide or stop providing the Payroll Services at any time if we are unable to verify your identity or for any other lawful business reason, including without limitation if Increase and/or Partner Bank suspend or terminate your access to the bank account services provided by Partner Bank pursuant to the Increase Terms and any applicable terms of Partner Bank.  Without limiting the foregoing, we 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. 

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: 

• Remitting any local, state, or federal withholding liabilities incurred prior to your access to and use of the Payroll Services.
• Submitting any payroll returns to the applicable tax authority that were due for any tax liabilities incurred before enrolling in the Payroll Services. 

Further, while using the Payroll Services authorizes Payroll Provider to file payroll tax returns and make payroll tax payments, ultimately, Employer-Users are 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. As such, Employer-Users should enroll in the U.S. Treasury Department's Electronic Federal Tax Payment System ("EFTPS"), to monitor Employer-User’s IRS account and ensure that timely tax payments are being made for you. You may learn more about EFTPS and enroll online at www.eftps.gov. Payroll Provider encourages Employer-User’s to contact any applicable state taxes authorities as they may offer similar services to verify tax payments and tax account information. 

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

You, as an Employer-User, will be required to approve and submit any payroll information Payroll Provider or Partner Bank requests and requires (including requests made through Increase) to process payments in connection with the Payroll Services, including but not limited to 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 W2 statements, and to authorize Payroll Provider and Partner Bank to create and transmit credit or debit entries necessary to process your payroll and payroll tax transactions as provided through the Payroll Services. You are required to submit accurate and up-to-date payroll information at all times.

You will be notified through Platform (via email or other electronic means) when we have received all necessary information to begin providing the Payroll Services. Prior to Payroll Provider submitting your first payroll, you will be responsible for reviewing and confirming the completeness and accuracy of any payroll information provided by you to Payroll Provider. You shall have all responsibility and liability and are required to (and Payroll Provider shall have no liability nor responsibility for your failure to) timely provide such information and maintain accurate and complete records of all payroll information at all times, including but not limited to any.

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

• You have and do approve of all payroll information provided by you to Payroll Provider;
• No payroll information submitted will result in a credit or debit entry that would result in violations of any sanctions program of any United States government agency or any applicable local, state, or federal, laws, rules, or regulations; 
• You 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 you provided or submitted to Payroll Provider for which you have not corrected or requested Payroll Provider correct; 
• You understand and acknowledge that any subsequent change or correction requests may be considered special requests for which additional fees may be charged; and 
• You do not conduct business with any individual or entity that is subject to sanctions by the United States Department of the Treasury or that is subject to any other government-maintained sanctions lists. 
• Your obligations, as an Employer-User, to your 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 payee.

In providing the Payroll Services, Payroll Provider will use its best efforts to verify the authorization of anyone associated with you providing Payroll Provider with instructions or directions related to payroll information and the creation of a debit or credit entry, however, at all times you 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. 

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 you. 

Bank Accounts; Debiting and Crediting

ACH Debit Authorization: By using the Payroll Services, Employer-User authorizes Partner Bank 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 ACH. 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. 

Employer-User shall be responsible for maintaining and ensuring that its bank account has sufficient funds (as of the date and time Payroll Provider processes debit 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 (as outlined in the previous sentence), Payroll Provider shall have no liability whatsoever for any resulting consequence directly or indirectly arising from such failure by Employer-User and Employer-User shall reimburse Payroll Provider for any financial obligations or liabilities resulting from such failure. In addition, Payroll Provider (through Increase and Partner Bank, as applicable) may: 

• Require an Employer-User to pay all outstanding disbursements directly to Employee-Users; 
• 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);
• 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; 
• Attempt the debit entry/withdrawal a second or third time; 
• Require Employer-User to provide an alternative funding source for future required payments; 
• Refuse to perform the Payroll Services; and/or
• Immediately terminate the Payroll Services.

The amounts due in connection with the Payroll Services will be debited by Partner Bank and held on your behalf by Partner Bank in account(s) owned and controlled by Partner Bank pursuant to the Increase Terms and Partner Bank’s terms (as incorporated therein) until such amounts due are to be remitted to Employer-User’s employees and/or independent contractors and the appropriate taxing authorities/agencies. Such accounts may be omnibus Partner Bank accounts in which funds are commingled for the benefit of Employer-Users.  You agree and understand that Payroll Provider has no ownership rights in, and access to or control over, the funds held by Partner Bank. The role of Payroll Provider is limited to acting as the authorized Third-Party Sender (as defined in the NACHA rules) that transmits, on your behalf, your requests that Partner Bank initiate ACH debit and credit entries to withdraw funds from and credit funds to your bank account, and subsequently make payments to your designated payees. 

To the extent you, as an Employer-User, wish to complete payment to your designated payees in a shorter timeframe than as set forth in these Terms, 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, which 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 employees and/or independent contractors and the appropriate taxing authorities/agencies. In addition, or in the alternative, certain requests for payment to your designated payees may require you to initiate a wire transfer or take other steps to securely and rapidly transmit funds your account with Partner Bank in a timeframe sufficient to meet the request, and Payroll Provider reserves the right to make any such requests at its sole discretion.  You agree and understand that you are not entitled to any interest or other earnings associated with any funds held by Partner Bank on your behalf, and you assign to Payroll Provider and Partner Bank any and all rights you may have to such earnings (if any). 

Payroll Provider may in the future and in accordance with applicable rules and laws cease acting as a Third-Party Sender or otherwise facilitating payments on your behalf through Partner Bank and may take responsibility for directly holding and remitting such amounts due. Payroll Provider may also be entitled to any interest accrued, derived, or realized from directly holding and remitting such amounts due, and no interest or any other fees or returns will be paid to you on these amounts.  

As an Employer-User, if you supply an Employee-User’s bank account information directly to Payroll Provider or through a Platform, you certify that you have obtained and are maintaining authorizations (and shall provide such authorization upon Payroll Provider’s request) from those Employee-Users for Partner Bank to credit and debit funds (including to correct an error or overpayment) from those Employee-Users’ accounts. 

If a credit or debit entry fails to be paid out, Payroll Provider is unable to make a final payment on Employer-User’s behalf, and the funds are returned to Partner 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 you pursuant to these Terms, and you are required to contact your 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 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 state’s unclaimed or abandoned property laws related to any funds that are unpaid and returned to Employer-User(s).  

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 your behalf through Partner Bank the submitted payroll information and debit and/or credit entry requests/orders according to Payroll Provider’s then-current processing schedule applicable to you, and subject to the FedACH processing schedule. Payroll Provider will use reasonable efforts to process payroll information submitted by you and transmit such debit and/or credit entries to Partner Bank (either directly or through Increase) to transmit to FedACH 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 from the time at which Partner Bank initiates the debit to the Employer-User’s account until disbursement to Employee Users and Payroll Provider will process such entry requests/orders within such time. All such timely processing is subject to your obligations and requirements related to payroll information submitted to Payroll Provider by you and your ability to ensure the sufficient funds are available. 

After Payroll Provider has received your submitted payroll information, you 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 to FedACH, but Payroll Provider will have no liability if the cancellation or amendment is not effected. You will reimburse Payroll Provider or the relevant Platform 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 you and re-submitted in accordance with the requirements of these Terms, Payroll Provider will have no obligation to retransmit a returned credit or debit entry if Payroll Provider complied with the Terms with respect to the original debit or credit entry.

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

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

Third-Party Compliance; NACHA and UCC

The Payroll Services will enable you 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 the NACHA Rules and Article 4A of the Uniform Commercial Code. We may reject such payroll information or debit or credit entries which do not comply with the requirements in these Terms, NACHA Rules, or the Uniform Commercial Code. Partner Bank also may reject any such debit or credit entries. 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 relevant Platform, so that the Employer-User may correct such submitted payroll information or request that Payroll Provider correct the applicable entry and resubmit it. If you request that Payroll Provider correct any payroll information or debit or credit entries on your behalf due payroll information incorrectly submitted or provided to Payroll Provider by you, Payroll Provider may attempt to correct such information, but is under no obligation to make any requested correction. Payroll Provider shall not liable for any consequences that may directly or indirectly result from our attempt to correct, or failure to correct, payroll information or debit or credit entries based on incorrect payroll information provided by you. 

As defined by NACHA Rules, you are the Originator of each debit or credit entry and assume the responsibilities and liabilities of an Originator under the NACHA Rules. You further acknowledge that under the NACHA Rules and the Uniform Commercial Code, Payroll Provider, as a Third-Party Sender is required to make certain warranties on behalf of the Originator with respect to each debit or credit entry. You also acknowledge that under the NACHA Rules and the Uniform Commercial Code, Payroll Provider is not required to indemnify certain persons, including, without limitation, the ODFI (as defined in the NACHA Rules), for the Originator’s failure to perform its obligations thereunder.

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

We may update the content on the Payroll Services from time to time. In order to meet our legal and contractual obligations (including Partner Bank obligations imposed by or through Increase), 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 or other affiliates), 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 Platform. 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 Platform through which you receive access to the Payroll Services. You understand and acknowledge that Payroll Provider may be required to report any suspicious activity involving the Payroll Services. 

Fees

Fees for the Payroll Services are outlined in the applicable services agreement between Payroll Provider and Platform. Based on this agreement, you may pay fees directly to Payroll Provider, to the Platform, and/or a combination of Payroll Provider and the Platform. 

Payroll Provider reserves the right to modify its fee structure at any time and without advanced notice; however, the specifics of the fee structure that may be applicable to you will be indicated in the applicable services agreement, so please contact the Platform through which you have access to the Payroll Services if you have any questions. 

Feedback

In the event that you provide us any ideas, thoughts, criticisms, suggested improvements, or other feedback related to Payroll Services, you agree we may use such feedback to: (a) improve our Payroll Services and (b) promote the Payroll Services, and that you will not be due any compensation for this feedback that is used in these ways. 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 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 we have entered into a separate agreement with you that provides otherwise.

Intellectual Property Rights  

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), are owned by the Payroll Provider, its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.

These Terms permit you to use the Payroll Services subject to the following restrictions: 

• 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. 
• You must not delete or alter any copyright, trademark, or other proprietary rights notices from copies of materials from this site.
• No right, title, or interest in or to the Payroll Services or any content on the Payroll Services is transferred to you, and all rights not expressly granted are reserved by Payroll Provider. 
• You may not commercialize the Payroll Services or use them for another other than you.

Trademarks  

Consistent with our General Terms of Use, Payroll Provider’s name and logo, and all related names, logos, product and service names, designs, and slogans are the property of the 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.

Termination  

We have the right to:

• Take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Payroll Services.
• Terminate or suspend your access to all or part of the Payroll Services for any or no reason, including without limitation, (i) any violation of these Terms, 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 local, state, and federal law; or (ii) termination of our relationship with Increase or the termination by 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. Further, if the Payroll Services are terminated (whether by Payroll Provider or 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 do request that Payroll Provider make these certain final payroll tax filings on your behalf, but do 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 agree and acknowledge 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.    

Disclaimer of Warranties  

YOUR USE OF THE PAYROLL SERVICES, ITS CONTENT, AND ANY SERVICES OR ITEMS ACCESSED THROUGH THE PAYROLL SERVICES IS 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 WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER PAYROLL PROVIDER NOR ANY PERSON ASSOCIATED WITH PAYROLL PROVIDER MAKES ANY WARRANTY OR REPRESENTATION 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 WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT THE SERVICES OR THE SERVER THAT MAKES IT AVAILABLE 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 MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE.

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

Limitation on Liability  

IN NO EVENT WILL PAYROLL PROVIDER, ITS AFFILIATES, OR THEIR 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 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, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE.

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

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

Indemnification  

You agree to defend, indemnify, and hold harmless Payroll Provider, 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 attorneys’ fees) arising out of or relating to your violation of these Payroll Service User Terms of Use or your use of the Payroll Services, including, but not limited to, information that you provide to Payroll Provider, your breach of the representations and warranties outlined in these Payroll Service User Terms of Use, any use of the Payroll Service’s content, services, and products other than as expressly authorized in these Terms or your use of any information accessed or obtained from the Payroll Services.

Governing Law

All matters relating to the Payroll Services and these Payroll Service User 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 internal laws of the State of California without giving effect to any choice or conflict of law provisions or rules.

Arbitration  

At Payroll Provider’s sole discretion, it may require you to submit any disputes arising from the use of these Terms, including disputes arising from or concerning their interpretation, violation, invalidity, non-performance, or termination, to final and binding arbitration under the Rules of Arbitration of the American Arbitration Association applying California law.

Waiver and Severability  

No waiver by Payroll Provider of any term or condition set forth in these Terms 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 shall not constitute a waiver of such right or provision.

If any provision of these Terms 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 will continue in full force and effect.

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.

Entire Agreement  

The Terms 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.