This is a legal AGREEMENT between (Licensor) WORKFUL LLC. a Georgia Corporation,945 Broad Street, Augusta, GA 30901, hereinafter referred to as WORKFUL, and you (either individual or entity), also known as LICENSEE, regarding your use of WORKFUL (the "SITE"). By registering and/or accessing an account on the SITE, you agree to be bound by the terms of this agreement. If you do not agree to the terms, you will not be granted any rights to use the SITE.
A. GRANT OF LICENSE:
Workful grants and the LICENSEE accepts on the terms and conditions contained herein, access
to Workful,
hereinafter referred to as the SITE, for use in Employee management and payroll processing. LICENSEE
agrees
that the SITE is not a source of any professional advice, including accounting, banking, tax, legal,
or any
other profession and WORKFUL cannot be held responsible for decisions made on the basis of data
produced
by the SITE. WORKFUL shall not be liable for delayed access of the SITE in the event changes in
federal or
state law or IRS regulations require changes in the SITE. The LICENSEE agrees that he is responsible
for
insuring that the results and documents produced by the SITE are correct. If the LICENSEE elects to
electronically
file, the LICENSEE further agrees that WORKFUL shall receive returns for electronic filing from
LICENSEE
as a transmitter only and shall assume no liability for any errors or delays; or the consequences
thereof,
whether caused by WORKFUL, LICENSEE, the taxpayer, the tax preparer, the internet, any computer, any
software,
any modem, telephone or data transmission companies, or any other cause.
B. CONFIDENTIALITY:
Any portion of the SITE and all copyrights, trade secrets, and intellectual and proprietary
rights therein
are and shall remain the valuable property of WORKFUL, and shall be treated by the LICENSEE with the
utmost
confidentiality.
C. DIRECT DEPOSIT
i. Sign Up/Activation. In order for you to access the Direct Deposit service you must have a
valid subscription
to the SITE and subscribe to the applicable Payroll Subscription Service. The Direct Deposit service
will
begin after WORKFUL receives and processes all the information, including any credit card or bank
account
information, requested by the sign up form. Processing your information may include submitting your
sign
up information to third parties such as your bank, credit reporting agencies and/or other agencies
WORKFUL
may use to validate your identity and/or credit history. We may also receive and review credit or
similar
reports on your business and its principals provided by such third parties. Therefore the
information you
provide WORKFUL must be accurate and complete or direct deposits may not be made, and we will be
unable to
perform the Direct Deposit service for you.
ii. Use and Restrictions. You may use Direct Deposit only for payroll direct deposits. You
may fund your
paychecks to your employees ("Payments") by initiating electronic withdrawals within the SITE from
the demand
deposit account of the financial institution you identified on the sign up form ("Your Account").
You may
identify other financial institutions in the future to fund the direct deposit payroll payments to
your employees.
Under certain circumstances WORKFUL may use wire draw down requests or other funding methods
(collectively
"Debits") to fund your payroll direct deposits. Debits may also be initiated to pay servicing fees,
e.g.
NSF's and reversals. When you send Payments over the Internet you will receive confirmation that the
Payments
were sent. However, a confirmation does not mean that your submission of Payments was error-free. If
errors
are detected later we may be unable to complete the submission of your Payments. We will make
reasonable
efforts to tell you if we cannot complete your Payments. Payments taking place after certain
processing deadlines
may be considered to occur on the next business day. Special processing fees may apply to some
Payments.
We may establish certain security limits on Payment submissions we process, such as a maximum number
or dollar
amount of Payments. We may change these limits from time to time and may choose not to disclose
them.The
Direct Deposit service does not include access to the Internet for connecting to the Direct Deposit
service,
nor does it include furnishing advice of deductions or direct deposit to employees.
a. User Responsibilities. You must send us your Payments at least five business banking days
before the
payroll pay date or your Payments may not be processed. Debits will be charged to Your Account four
business
banking days before the pay date, before the pay date of the applicable payroll and you must have
sufficient
funds in Your Account to fulfill your Payments on that date. After that, no interest or earnings
will accrue
to you and WORKFUL will hold the money until the Payments are made. Once your Payments are complete
and submitted
you may recall and resubmit them until we send them to Automated Clearing House (the "ACH") network.
You
are solely responsible for verifying that all Payments have been received and are accurate. You must
keep
any payroll, tax or other records you need for reference, even though we may have information about
the Payments
in our files.
b. Authorization and Agreement for Direct Payments (ACH Debits). You acknowledge and agree
that (i) most
Payments will go through the Automated Clearing House (the "ACH"), (ii) your Payments will be
governed by
the ACH rules, and (iii) the origination of ACH transactions to Your Account must comply with the
provisions
of U.S. law. You must indemnify and defend WORKFUL against any claims or lawsuits, including
attorneys' fees
that arise from or result from your Payments. If WORKFUL tells you that an account number or other
information
concerning your Payments has changed, you must use this corrected information to initiate future
Payments.
You authorize WORKFUL to (a) initiate debit entries to Your Account and to debit the same to such
account,
and (b) send Payments electronically or by any other commercially accepted method to Your Account.
You authorize
and direct the depository financial institution that holds Your Account to (x) charge each Debit to
Your
Account and pay that amount to WORKFUL, and (y) respond to inquiries from WORKFUL regarding your
information
and Your Account. This authorization will remain in full force and effect until WORKFUL has received
written
notification from you of its termination in such time and in such manner as to afford WORKFUL and
the depository
financial institution that holds Your Account a reasonable opportunity to act on it.
c. Representations and Warranties. You represent and warrant to WORKFUL that (i) each person
or entity to
whom you send Payments has authorized the Payments and any necessary adjustments to be applied to
his, her
or its account, (ii) at the time any Payment is made you have no actual knowledge that the
authorization
has been revoked or terminated, (iii) your Payments comply with the laws that apply to them, (iv)
that you
have authorization to make withdrawals to Your Account and (vi) that all the information you
provided to
enter into the Agreement is true and correct.
d. Your Account. WORKFUL may refuse to process your Payments if it reasonably believes that
Your Account
balance is insufficient to cover the dollar amount of the Payments or for any other reason WORKFUL
deems
reasonable. If any amount debited against you is dishonored or returned for any reason, such as, but
not
limited to, non-sufficient funds, account closed, inability to locate account, or reversal by you
and/or
your bank, WORKFUL may; a) reverse any corresponding credit issued to WORKFUL, you, your employees
or any
other party without liability to you or any other party, (b) reverse direct deposit transactions,
(c) refuse
to perform further Services, (d) apply any money currently held by WORKFUL to any amount owed to
WORKFUL
by you, (e) charge you a one-time insufficient funds penalty fee for each occurrence, (f) report
this information
to any and all credit agencies and/or financial institutions and/or (g) immediately terminate this
Agreement.
WORKFUL may assess and collect interest at the rate of one and one-half percent (1.5%) per month
(18% per
annum) on any amounts owing and unpaid ten (10) days after demand. If further collection attempts
are required,
all WORKFUL's collections costs, including any costs associated with termination of this Agreement
and including
but not limited to, attorney fees, where permitted by law, will be charged to you. This section
shall, to
the extent applicable, survive the termination of this Agreement.
e. General. Any sales, use or other taxes payable on the Direct Deposit service that we must
pay will be
collected in the same way your fees are paid. WORKFUL may review your use of the Direct Deposit
service,
your credit status or other factors periodically, including submitting your information to third
parties
such as your bank, credit reporting agencies and/or other agencies used to validate your identity
and/or
credit history, and/or reviewing credit or similar reports on your business and its principals
provided by
these third parties. WORKFUL may terminate your participation in the Direct Deposit service after
such a
review. If you (i) default in the payment of any sum of money hereunder, (ii) default in the
performance
of any other obligations under this Agreement, or (iii) commit an act of Bankruptcy or become the
subject
of any proceeding under the Bankruptcy Act or become insolvent, or if any substantial portion of
your property
becomes subject to levy, seizure, assignment, application for sale for or by any creditor or
governmental
agency, then, in any such event, WORKFUL, at its option, may, upon written notice thereof, (a)
terminate
the Agreement, (b) declare all amounts due and to become immediately due and payable and/or (c)
require you
to deposit an amount equal to its average future monthly or annual processing charges to prepay for
any future
processing.
f. Termination. Your access to and use of the Direct Deposit service may be terminated by
WORKFUL in accordance
with the Agreement. You may terminate your use of the Direct Deposit service by notifying us that
you no
longer wish to use the Direct Deposit service. Access to the Direct Deposit service will remain in
effect
until we have a reasonable opportunity to act on the notice. If you terminate the Direct Deposit
service,
no fees you have paid will be refunded.
g. You declare that the account used for the company is a business account. You acknowledge
that the Direct
Deposit will be completed as a corporate transaction and will only have a 24 hour reversal period as
stated
by NACHA regulations.
D. MISCELLANEOUS:
1. This Agreement is not assignable by the LICENSEE without the prior written consent of
WORKFUL. Any such
attempted assignment shall be void.
2. It is expressly understood and agreed there are no promises, agreements, or understanding
other than
those contained in this Service Agreement, that all prior understandings or agreements are hereby
superseded
whether written or oral and that no agent, employee, or other representative of WORKFUL has any
authority
to obligate WORKFUL by any terms, stipulations or conditions not herein expressed unless the same be
in writing
and attached to and made a part of this Agreement.
3. No failure to exercise, and no delay in exercising, on the part of either party, any
right, power or
privilege hereunder shall preclude further exercise of the same right or the exercise of any other
right
hereunder.
4. If any part of this Agreement shall be adjudged by any court of competent jurisdiction to
be invalid,
such judgment will not affect or nullify the remainder of this Agreement but the effect thereof will
be confined
to the part immediately involved in the controversy adjudged.
5. This Agreement shall be deemed to have been made in, and shall be construed pursuant to
the laws of the
State of Georgia. In the event of a dispute hereunder, it is agreed that venue lies exclusively in a
court
of competent jurisdiction in Columbia County, Georgia, and such court shall be a proper forum in
which to
adjudicate such dispute. The parties agree to waive any defense that they may have based upon
improper venue
or lack of personal jurisdiction, and to subject themselves to the jurisdiction and venue of any
such aforesaid
court.
6. LICENSEE ACKNOWLEDGES THAT HE HAS READ THE TERMS OF THIS AGREEMENT, AND UNDERSTANDS SAME
AND AGREES TO
BE BOUND THEREBY.
THIS AGREEMENT shall apply to any and all future updates of the SITE.