TERMS OF USE

Introduction.

Welcome to PrimePay. We're a business that values integrity, and we're deeply committed to protecting your privacy and the security of the information you share with us. PrimePay, LLC (and its wholly-owned subsidiary, PrimePay Inc.) serves our clients with employee management solutions, including payroll services, HR services, business services, and workforce management services.  PrimePay is proud to be the nation’s largest wholly-independent privately-held business in the employee management services industry.

Please take a few minutes to review these Terms of Use ("Terms"). The Terms govern your use of this web site, application, or social media tool provided to you by PrimePay. Our websites (each a "Site") is made available by PrimePay Inc. or one of its subsidiaries ("we" or "us" or "our"). Use of the Site is governed by these Terms. Use of our applications ("Apps") are governed by the terms you accepted at the time of purchase or download, these Terms and the terms of your mobile service provider and mobile device operator. Our social media pages, which include but are not limited to Facebook, Twitter and LinkedIn (collectively "Social Media"), are delivered to you in accordance with these Terms and the terms of use of each of the Social Media operators. We may change these Terms from time to time, at any time without notice to you, by posting such changes here. BY USING THE SITE, APPS and SOCIAL MEDIA, YOU ACCEPT AND AGREE TO THESE TERMS.

User Information

During your use of the Site, Apps and Social Media and the services made available on or through them, you may be able to provide certain personalized information ("User Information") to us. Our Privacy Policy describes our information collection and use practices. By using the Site, Apps and Social Media you agree to the terms of our Privacy Policy and you agree that you are solely responsible for the accuracy and content of User Information you submit.

Submitted Materials

With the exception of Client Information (as defined in our Privacy Policy) that is provided to us under a secure client login and subject to a service agreement providing an obligation of confidentiality on our part, any information, creative works, ideas, testimonials, suggestions, concepts, methods, systems, designs, plans, techniques, pictures, biographical data or other materials submitted that you send to us or post on or through the Site, Apps or Social Media (including, for example items that you submit or post on our Facebook page, our message boards, in survey responses, on our blogs, or send to us by e-mail) ("Submitted Materials") shall be deemed not to be confidential or secret, and may be used by us in any manner consistent with our Privacy Policy. By submitting or sending Submitted Materials to us or posting it on or through the Site, Apps or Social Media, you represent and warrant that the Submitted Materials are original to you, that no other party has any rights thereto, and that any "moral rights" in Submitted Materials have been waived. We are not responsible for maintaining any Submitted Material that you provide to us, and we may delete or destroy any such Submitted Material at any time and for any reason and without advance notice to you.

Our Rights

By submitting or sending Submitted Materials to us or posting it on or through the Site, Apps or Social Media, you grant us and our subsidiaries and affiliates a royalty-free, unrestricted, worldwide, perpetual, irrevocable, non-exclusive and fully transferable, assignable and sublicensable right and license to use, copy, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform, display and incorporate in other works any Submitted Materials (in whole or part) in any form, media, or technology now known or later developed, including for promotional and/or commercial purposes. You agree that we may use, or permit others to use, without charge, your Submitted Materials in the promotion, marketing or advertising of the Site, Apps or Social Media or our goods or services, in any media, without any compensation or advance notice to you.

Blogs and Forums

Our Site, the Apps and social media contain forums, blogs and other areas where you can post information and view information that has been posted by other users without our advance review. You agree to follow all applicable third party rules and terms of use related to your use of the Apps and Social Media. In addition, you agree that you shall not upload, post, transmit, distribute or otherwise publish through the Site, Apps or Social Media any content which (i) prevents any other user from using and enjoying the Site, Apps or Social Media, (ii) is fraudulent, unlawful, threatening, abusive, harassing, libelous, defamatory, obscene, vulgar, offensive, pornographic or profane, (iii) constitutes or encourages conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any local, state, national or international law, ordinance or regulation, (iv) violates or infringes the rights of third parties including, without limitation, copyright, trademark, trade secret, confidentiality, contract, patent, rights of privacy or publicity or any other proprietary right, (v) contains a virus, spyware, or other harmful component, (vi) contains embedded links, advertising, chain letters or pyramid schemes of any kind, or (vii) constitutes or contains false or misleading indications of origin, endorsement or statements of fact. You further agree not to impersonate any other person or entity, whether actual or fictitious, including us or our personnel. You also may not offer to buy or sell any product or service on or through your comments. You alone are responsible for the content and consequences of any posts and activities made from your account. Do not provide anyone else with your login, password or credentials that would permit them to impersonate you. You, alone, are solely responsible for the security of your own username, password and login credentials. PrimePay does not retain your password information and thus you agree that PrimePay is not responsible for its use by an unauthorized person.

Prohibited User Conduct

You agree that, while using the Site, Apps and Social Media and any services and features offered on or through them , you shall not: (a) impersonate any person or entity or misrepresent your affiliation with any other person or entity; (b) insert your own or a third party's advertising, branding or other promotional content on the Site, Apps or Social Media; (c) use, redistribute, republish or exploit third party content for any commercial or promotional purposes; or (d) attempt to reverse engineer or to gain unauthorized access to PrimePay or other computer systems through the Site or Apps. You shall not obtain or attempt to obtain lists of users or other information from or through the Site, Apps or Social Media and you shall not use the Site, Apps or Social Media in violation of any applicable law, ordinance or regulation. We are not responsible to monitor your use of the Site, Apps and Social Media or to determine if such use violates any applicable law, ordinance or regulation. Please govern your use accordingly.

Right to Monitor and Editorial Control

We reserve the right, but do not have an obligation, to monitor and review all materials posted by you to the Site, Apps and Social Media. We are not responsible for the content of any materials posted by users. Please govern your use of that content accordingly. We reserve the right to edit, refuse to post or to remove any content you post for any reason or for no reason, in our sole discretion, at any time and without advance notice to you.. We may also limit your access to all or certain portions of the Site, Apps or Social Media without notice to you for any reason.

Posting Private or Sensitive Information

Your Submitted Material and content posted on the Site, Apps and Social Media are stored in multiple places on the Internet. We have no control over who will see this material and no ability to permanently remove it from public view. Please be careful about content and information that you post and avoid disclosing sensitive, embarrassing, proprietary, medical or confidential information.

Rights

As between you and us, we own, all rights, title and interest in and to the Site and Apps, including all of the content, code, data and materials, the look, feel and design of the Site, including but not limited to any copyrights, trademarks and service marks, patent rights, database rights, moral rights, sui generis rights and other intellectual property and proprietary rights therein. As between you and us, we own all rights, title and interest in and to all of our content on the Social Media, including but not limited to any copyrights, trademarks and service marks, patent rights, database rights, moral rights, sui generis rights and other intellectual property and proprietary rights therein. Your use of the Site, Apps and Social Media do not grant to you any ownership or rights to or in any of that content, code, data or other materials.

License

We grant you a limited, revocable license to access the Site and view the content on the Apps and Social Media on your personal computer or mobile device for your personal use only. We may revoke your license to access and/or use the Site, Apps and Social Media, at any time and for any reason without advance notice to you.

Prohibited Use

Any commercial or promotional distribution, publishing or exploitation of the Site, Apps or Social Media is prohibited unless you have received the express prior written permission from our authorized personnel. Other than as expressly permitted herein, you may not download, post, display, publish, copy, reproduce, distribute, transmit, modify, perform, broadcast, transfer, create derivative works from, sell or otherwise exploit any content, code, data or materials on or available through the Site, Apps or Social Media. You further agree that you may not alter, edit, delete, remove, otherwise change the meaning or appearance of, or repurpose, any of the content, code, data, or other materials on or available through the Site, Apps or Social Media including, without limitation, the alteration or removal of any trademarks, trade names, logos, service marks, or any other proprietary content or proprietary rights notices. Any of the above or other copying of, modifying or tampering with the Site, Apps, or Social Media or the content, code, data or materials thereon or available through them, with or without our express permission, may violate trademark, copyright, unauthorized computer access and other laws of the United States of America, other countries, as well as applicable state laws and may result in liability for such unauthorized use.

Trademarks

Our trademarks, logos, service marks and trade names (collectively the "Trademarks") displayed on the Site, Apps and Social Media or on content available through them are our registered and unregistered Trademarks and you may not use them in any manner without our express written consent. Your use of our Trademarks in connection with products and/or services that are not related to, associated with, or sponsored by us are likely to cause customer confusion, and therefore is prohibited. Use of the Site, Apps and Social Media does not grant you any license or right to use any Trademark.

Indemnification

You agree to defend, indemnify and hold us our directors, officers, employees, agents, contractors, successors and assigns (collectively the "Indemnified Parties") harmless from any and all claims, liabilities, costs and expenses, including attorneys' fees, arising in any way from your use of the Site, Apps and/or Social Media. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter subject to indemnification by you, and in such case, you agree to cooperate with our defense of such claim at your sole expense.

Third Party Sites

We frequently link to third party web sites on the Site, Apps and Social Media. You agree that we have no responsibility for the information, content, products, services, advertising, code or other materials which may be available on or through those third party sites. The inclusion of a link to a third party site does not necessarily imply our endorsement, sponsorship, or recommendation of that site.

DISCLAIMER OF WARRANTIES

THE SITE, APPS AND SOCIAL MEDIA ARE PROVIDED "AS IS," "AS AVAILABLE," WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND ANY WARRANTY FOR INFORMATION, DATA, DATA PROCESSING SERVICES, UPTIME OR UNINTERRUPTED ACCESS, ANY WARRANTIES CONCERNING THE AVAILABILITY, PLAYABILITY, DISPLAYABILITY, ACCURACY, PRECISION, CORRECTNESS, THOROUGHNESS, COMPLETENESS, USEFULNESS, OR CONTENT OF INFORMATION. WE HEREBY DISCLAIM ANY AND ALL SUCH WARRANTIES, EXPRESS AND IMPLIED. WE DO NOT WARRANT THAT THE SITE, APPS OR SOCIAL MEDIA WILL BE SECURE, PROVIDED UNINTERRUPTED OR ERROR FREE, OR THAT DEFECTS WILL BE CORRECTED.

NO ADVICE, RESULTS OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US OR THROUGH THE SITE, APPS OR SOCIAL MEDIA SHALL CREATE ANY WARRANTY. WE ASSUME NO RESPONSIBILITY, AND SHALL NOT BE LIABLE FOR ANY DAMAGES TO, OR VIRUSES THAT MAY INFECT, YOUR EQUIPMENT ON ACCOUNT OF YOUR ACCESS TO OR USE OF THE SITE, APPS OR SOCIAL MEDIA OR YOUR DOWNLOADING OF ANY MATERIALS, DATA, TEXT, IMAGES, VIDEO CONTENT, OR AUDIO CONTENT FROM THEM. IF YOU ARE DISSATISFIED WITH THE SITE, APPS OR SOCIAL MEDIA, YOUR SOLE REMEDY IS TO DISCONTINUE YOUR USE.

LIMITATION OF LIABILITY

IN NO EVENT SHALL THE INDEMNIFIED PARTIES BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES ARISING FROM, OR DIRECTLY OR INDIRECTLY RELATED TO, THE USE OF, OR THE INABILITY TO USE, THE SITE, APPS OR SOCIAL MEDIA, EVEN IF ANY OF THE INDEMNIFIED PARTIES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO CERTAIN USERS. IN NO EVENT SHALL THE INDEMNIFIED PARTIES BE LIABLE FOR OR IN CONNECTION WITH ANY CONTENT POSTED, TRANSMITTED, EXCHANGED OR RECEIVED BY OR ON BEHALF OF ANY USER OR OTHER PERSON ON OR THROUGH THE SITE, APPS OR SOCIAL MEDIA. IN NO EVENT SHALL THE TOTAL AGGREGATE LIABILITY OF THE INDEMNIFIED PARTIES FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT OR TORT, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE OR OTHERWISE) RELATED TO YOUR USE OF THE SITE, APPS AND SOCIAL MEDIA EXCEED, THE GREATER OF THE AMOUNT, IF ANY, PAID BY YOU TO US FOR YOUR USE OF THE SITE, APPS OR SOCIAL MEDIA AND TEN DOLLARS.

Applicable Law

These Terms and the relationship between you and us shall be governed by the laws of the Commonwealth of Pennsylvania, United States of America. You agree that any controversy or claim that you have arising out of or relating to these Terms, or the breach thereof, shall be settled by arbitration administered by the American Arbitration Association in accordance with its applicable Arbitration Rules. The place of arbitration shall be Chester County, Pennsylvania, USA. We operate the Site, Apps and Social Media from our locations in the United States of America. We do not represent that the Site, Apps or Social Media are appropriate or available for use in any other locations. If you choose to access the Site, Apps or Social Media from locations outside of the United States of America, do so on at your own risk. All parties to these terms and conditions waive their respective rights to a trial by jury.

Termination

We may terminate, change, suspend or discontinue any aspect of the Site, Apps or Social Media services at any time. We may restrict, suspend or terminate your access if we believe you are in breach of these Terms or applicable law, or for any other reason in our sole discretion without advance notice or liability.

Changes to Terms of Use

We reserve the right, at our sole discretion, to change, modify, add or remove any portion of the Terms, in whole or in part, at any time. Changes in the Terms will be effective when posted. Your continued use of the Site, Apps or Social Media after any changes to the Terms are posted will be considered acceptance of those changes.

Effective 4/1/2014