License and Service Agreement

License and Service Agreement

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.

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.

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.

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.

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.

THIS AGREEMENT shall apply to any and all future updates of the SITE.