Last updated on April 11, 2019
You may not provide any Content or use the site in any way that violates any laws, infringes on anyone's rights, is offensive, or interferes with the Sites or any Site feature. Except as expressly provided above, you may not otherwise copy, display, download, distribute, modify, reproduce, republish or retransmit any Site Content or any portion of the Site Content in any electronic medium or in hard copy, or create any derivative work based on such Site Content, without our express written permission. The Site and Site Content are for informational purposes only and we do not make any recommendations on or via the Site; accordingly, you should not rely upon the Site or Site Content as the sole basis for any decision or action.
All trademarks, logos and service marks (“Marks") displayed on the Site are our property or the property of third parties. You are not permitted to use these Marks without the Marks' owner's prior written permission.
EverWage reserves the right to (i) modify the Site Content or to (ii) modify, suspend, or discontinue the Site or any part of the Site (including, for example, any Demo) at any time with or without notice to you. You agree that EverWage will not be liable to you or to any third party for any modification of the Site Content or any modification, suspension, or discontinuance of the Site.
All information, ideas, suggestions or other communications you submit or provide to us will be non confidential and non-proprietary (“Feedback”). Accordingly, do not submit or provide EverWage with any information you consider confidential or proprietary. Unless you and EverWage agree otherwise in a written agreement, EverWage will be entitled to use, disclose or distribute any Feedback for any purpose whatsoever (including commercial purposes) without any obligation to you (monetary or otherwise).
The Site may contain links to websites that are owned and/or operated by third parties. Such websites are not under our control. We provide these links only as a convenience and we do not review, approve, monitor, endorse, warrant, or make any representations with respect to such websites. We are not responsible for such websites' content or for any link(s) they may contain.
EVERWAGE DOES NOT MAKE ANY WARRANTIES OR PROMISES ABOUT THE SITE OR SITE CONTENT. FOR EXAMPLE, INFORMATION ON THIS SITE MAY NOT BE CURRENT, OR COMPLETE WHEN YOU VISIT THE SITE AND IT MAY CONTAIN ERRORS AND INACCURACIES. ADDITIONALLY, WE DO NOT MAKE ANY COMMITMENTS OF THE SITE'S FUNCTIONALITY, AVAILABILITY, RELIABILITY OR ABILITY TO MEET YOUR NEEDS. ZENEFITS PROVIDES THE SITE AND SITE CONTENT "AS IS" AND FOR YOUR USE AT YOUR OWN RISK. SOME JURISDICTIONS PROVIDE CERTAIN WARRANTIES, SUCH AS NON INFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE. TO THE EXTENT WE ARE PERMITTED BY LAW, EVERWAGE DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS IMPLIED, OR STATUTORY, INCLUDING ALL WARRANTIES LISTED ABOVE, AND ANY WARRANTIES OF TITLE, ACCURACY, AND QUIET ENJOYMENT. THE DEMO FEATURES AND TOOLS ARE OFFERED SOLELY FOR EXPERIMENTAL PURPOSES AND ARE WITHOUT ANY WARRANTY OF ANY KIND
You agree to indemnify and hold EverWage, its parents, subsidiaries, affiliates, officers, employees, agents, partners and licensors (collectively, the “EverWage Parties") harmless from any losses, costs, liabilities and expenses (including reasonable attorneys' fees) relating to or arising out of: (a) your Content or (b) your violation of any applicable laws, rules or regulations. EverWage reserves the right, at its own cost, to assume the exclusive defense and control of any matter requiring indemnification by you, in which event you will fully cooperate with EverWage in asserting any available defenses. You agree that the provisions in this section will survive your access or use of the Site.
EverWage is not responsible or liable for (i) User Content or anyone's reliance on User Content; (ii) Resulting Errors or or any consequences or Claims directly or indirectly arising from Resulting Errors; (iii) any consequences or Claims directly or indirectly resulting from your delay in providing, or your failure to provide, EverWage with information necessary for its provision of Services; (iv) unauthorized third-party actions taken in your Account and any transactions, consequences, or Claims arising therefrom; (v) Your negligence or any negligence of your Account Administrator or Authorized Representative; (vi) any Claims, or portions of any Claims, that could have reasonably been avoided or mitigated by you through reasonable efforts; (vii) any circumstances or Claims arising out of or related to a Partner's use of your Shared Information; (viii) any Requested Actions, or any consequences or Claims directly or indirectly resulting therefrom; or (ix) Your failure, or the failure of any Account Administrators or Authorized Representatives, to properly follow EverWage's instructions with respect to the Services.
NEITHER EVERWAGE NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE PLATFORM, SERVICES, OR EVERWAGE CONTENT WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE, OR SYSTEM FAILURE, OR THE COST OF SUBSTITUTE SERVICES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, OR FROM THE USE OF OR INABILITY TO USE THE PLATFORM, SERVICES, OR CONTENT, WHETHER SUCH DAMAGES ARE BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT EVERWAGE HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE, SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IN NO EVENT WILL EVERWAGE'S TOTAL LIABILITY FOR ANY CLAIMS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR FROM THE USE OF OR INABILITY TO USE THE PLATFORM, SERVICES, OR CONTENT EXCEED THE AMOUNTS YOU HAVE PAID TO EVERWAGE FOR USE OF THE PLATFORM, SERVICES, OR CONTENT IN THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENTS GIVING RISE TO THE APPLICABLE CLAIM. THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN EVERWAGE AND YOU.
The Site can be accessed from countries around the world and may contain references to products and services that are not available in your country. These references do not imply that EverWage intends to provide any product or service offerings in your country. We control and operate the Site, the Site Content and our offerings from our facilities in Ghana. EverWage makes no representations that the Site, the Site Content and any of our offerings are or will be appropriate or available for use in foreign countries. Those who access or use the Site or the Site Content from other jurisdictions do so at their own volition and are responsible for compliance with all applicable laws.
The Services and this Agreement will continue until they are terminated by either party. You may terminate the Services and this Agreement through your Account. EverWage may terminate the Services and this Agreement by giving you at least thirty (30) days' prior written notice. In addition to EverWage's foregoing termination right, EverWage may immediately suspend or restrict your Account; suspend or restrict your access to the Platform or any Services; block your ability to use any particular feature of a Service; or immediately terminate the Services and this Agreement, in each case with or without notice to you, in the event that: (i) EverWage has any reason to suspect or believe that you may be in violation of this Agreement; (ii) EverWage determines that your actions are likely to cause legal liability for or material negative impact to EverWage; (iii) EverWage believes that you have misrepresented any data or information or that you have engaged in fraudulent or deceptive practices or illegal activities; (iv) EverWage has determined that you are behind in payment of fees for the Services and you have not cured such non-payment within five (5) days of EverWage providing you with notice of the non-payment; or (v) You file a petition under the INSOLVENCY ACT- 1962 (ACT 153). Furthermore, while EverWage strives to support a multitude of business and organization types, in certain unique situations, if Everwage cannot support the payroll-related filings for your business or organization type, Everwage may immediately terminate the Services and this Agreement upon written notice to you.
The termination of any of the Services or this Agreement will not affect your or Everwage's rights with respect to transactions which occurred before termination. Everwage will have no liability for any costs, losses, damages, penalties, fines, expenses, or liabilities arising out of or related to Everwage's termination of this Agreement. Upon termination of any of the Service(s) and/or termination of this Agreement, your right to access and use such terminated Services(s) will automatically terminate; provided, however, that Everwage will generally continue to provide you with the ability to access your Account in a limited capacity with respect to such terminated Service(s) to view and download information that was available in your Account at the time of termination of such Service(s) (the “Limited Access Rights”). While you have Limited Access Rights, you must use reasonable efforts to adequately secure, and keep confidential, any passwords or credentials for your Account, and any information accessible via your Account. Everwage may deny the Limited Access Rights to you, or Everwage may revoke the Limited Access Rights at any time, in its sole discretion, if it has any reason to believe that you may have at any time breached Section 23 of this Agreement.
You agree to pay the fees for our services in accordance with the applicable fee schedules listed at https://everwage.com/product/pricing, and you authorize EverWage to debit your designated bank account, as specified by yourself through the Site, for all fees as they become payable. Unless otherwise stated in the applicable Service Terms, fees for the Services are typically based on the calendar months in which you are enrolled in any Services (so, for example, if you are enrolled in a Service Plan for a given calendar month, you would be charged for such month even if you do not run payroll in such month), and such fees are applied in full for a given calendar month, regardless of whether you is only enrolled in the Services for a portion of such month. Except for certain fees for particular add-on services that you have opted into, fees for the Services will be billed to you and debited from your Bank Account on a monthly calendar basis, in arrears. Notwithstanding the foregoing, EverWage may invoice you for any applicable, outstanding fees, and you shall pay such invoice within fifteen (15) days of receipt thereof via money transfer, ACH, check, or any other payment method EverWage may deem acceptable in its sole discretion. All fees are non-refundable. You agree to reimburse EverWage for any sales, use, and similar taxes arising from the provision of the Services that any federal, state, or local governments may impose. EverWage may charge additional fees for exceptions processing, setup, and other special services (including optional add-on services).
Everwage reserves the right to change the fees for its Services from time to time. You will be notified of any change to existing fees at least thirty (30) days before the fee change goes into effect. If a fee increase or change to this Agreement is not acceptable to you, You may cancel the Services as provided herein prior to the time when such fee increase or change to this Agreement takes effect. Your continued use of the Services beyond the cancellation window constitutes your agreement to those changes. If EverWage is unable to collect fees due because of insufficient funds in your Bank Account or for any other reason, You must pay the amount due immediately upon demand, plus any applicable exceptions processing fees, bank fees, or charges for return items, plus interest at the lesser of 18% per annum or the maximum rate permitted by law, plus attorneys' fees and other costs of collection as permitted by law.
To use the Platform, you must have an account with EverWage (an “Account"). You hereby authorizes everwage to obtain and store your Account Information as necessary to make the Platform available to you. You may use the Platform only if you are eighteen (18) years of age or older and is not barred from using the Services under applicable law.
You give EverWage permission to obtain, verify, and record information that identifies you when you create an Account, as the intended user of an Account, or accesses the Services. EverWage may ask for your name, address, date of birth, social security number, and other information that will allow EverWage to identify you. EverWage may also ask to see your driver's license or other identifying documents. You consent to and authorize EverWage to obtain credit reports about your business, and to report adverse credit information about your business to others, including but not limited to the Internal Revenue Service and any applicable state taxing authorities. EverWage may, at its discretion, decline to offer the Services for any reason, including in the event that the Services enrollment process is not satisfactorily completed, EverWage is unable to verify satisfactory credit of your business, and/or for other lawful business reasons.
Through the Platform, you will be able to elect to receive services from partners of EverWage (each such service, a “Third-Party Service," and each such partner, a "Partner"). You are solely responsible for, and assumes all risk arising from, your election to receive and your receipt of any Third-Party Service. EverWage is not responsible for Third-Party Services or any material, information, or results made available through Third-Party Services. The applicable Partners may require you to agree to the terms and conditions or agreements with respect to their provision of the Third-Party Services to you. If you elect to receive a Third-Party Service, you authorize everwage to submit to the applicable Partner any and all documents and information about you, your business and your business' employees that are necessary for such Partner to provide the Third-Party Service to you, including, without limitation, your payroll information, bank account information, your employees' bank account information, and any additional information, such as the personal information of your employees, requested by such Partner that you have provided to everwage in connection with this Agreement and your receipt of the Services (collectively, the “Shared Information”). You are responsible for the accuracy of all Shared Information. You represent and warrant that you have all the rights in and to any Shared Information necessary to provide Shared Information to EverWage and for EverWage to provide it to Partners, and that EverWage's use or disclosure of Shared Information as contemplated hereunder will not violate any rights of privacy or other proprietary rights, or any applicable local, state, or federal laws, regulations, orders, or rules. You agree that by electing to receive a Third-Party Service, and by consenting and authorizing EverWage to submit your Shared Information to a Partner, you have waived and released any Claim against EverWage and its directors, officers, and employees arising out of a Partner's use of your Shared Information, even if that use is not authorized by the applicable agreement between you and the Partner.
The Platform and the Services may contain links to third-party websites or resources. EverWage provides these links not responsible for the content, products, or services on or available from those websites or resources, or links displayed on such websites. You acknowledge its sole responsibility for, and assume all risk arising from your use of any third-party websites or resources.
“User Content" means any text, graphics, images, music, software, audio, video, works of authorship of any kind, and documents, information, or other materials that are uploaded to, posted to, stored on, or created using the Platform. For the avoidance of doubt, any templates, documents, or materials that EverWage provides to you via the Services shall constitute the Site Content. EverWage does not claim any ownership rights in any User Content and nothing in this Agreement will be deemed to restrict any rights that you may have to use and exploit User Content. However, by making any User Content available through the Services, you hereby grants to EverWage a non-exclusive, transferable, sublicensable, worldwide, royalty-free license to use, copy, modify, create derivative works based upon, publicly display, publicly perform, and distribute User Content in connection with operating and providing the Platform and the Services. You are solely responsible for all User Content. You represent and warrant that you own all User Content or you have all rights that are necessary to grant EverWage the license rights in User Content under this Agreement. User Content is subject to the provisions of Section 13, and EverWage has the right to remove User Content from the Platform.
You may generally remove User Content from the Platform, provided that certain types of User Content may not be removed from the Platform, as further specified in particular Service Terms. Moreover, in certain instances, some User Content may not be completely removed and copies of User Content may continue to exist on the platform. EverWage is not responsible or liable for the removal or deletion of (or the failure to remove or delete) any User Content.
By providing your mobile phone number to EverWage, you agree that EverWage may send autodialed Short Message Service (“SMS”) or Emails about activity in your account and service updates, as well as SMS or Emails soliciting your feedback about the Services and your experience interacting with EverWage's Customer Care team. Standard message and data rates may apply. You should not that EverWage will not send you autodialed marketing SMS messages or Emails unless you expressly agree in writing to receive such messages. If you would like to opt out of receiving SMS messages and Emails, you should contact [email protected]
You agree not to take any of the following actions:
Although EverWage is not obligated to monitor access to or use of User Content or to review or edit any User Content, EverWage has the right to do so for the purposes of operating the Platform and Services, ensuring compliance with this Agreement, and complying with applicable law or other legal requirements. EverWage reserves the right, but is not obligated, to remove or disable access to any User Content, at any time and without notice, for any reason, including, but not limited to, if EverWage, at EverWage's sole discretion, considers any User Content to be objectionable or in violation of this Agreement.
EverWage has the right to monitor access to and use of the Platform, Services, and Content and to investigate conduct that EverWage believes could affect the Platform, Services, or Content, including violations of this Agreement. EverWage may also consult and cooperate with law enforcement authorities and administrative agencies to prosecute Users who violate the law.
EverWage may provide an electronic signature service (the “E-Sign Service") which allows parties to sign documents electronically. Each time that you use the E-Sign Service, you are expressly (i) affirming that you are able to access and view the document (the “Document") you are electronically signing via the E-Sign Service; (ii) consenting to conduct business electronically with respect to the transaction contemplated by the Document; and (iii) agreeing to the use of electronic signatures for the Document.
While many Users prefer the convenience of electronic signatures, using the E-Sign Service to electronically sign Documents is optional, and you can choose to manually sign Documents if you prefer. If you would like to manually sign a Document, you should (i) inform the party that sent you the Document of your decision to manually sign such Document; (ii) make sure that you do not electronically sign the Document via the E-Sign Service; and (iii) obtain a physical copy of the Document for you to sign. Obtaining a physical, non-electronic copy of the Document is your sole responsibility, and EverWage has no responsibility or liability with respect to such matter.
EverWage has no responsibility or liability with respect to the content, validity, or enforceability of any Document, or is it responsible or liable for any matters or disputes arising from the Documents. EverWage makes no representations or warranties regarding the validity or enforceability of electronic documents or electronic signatures.
EverWage makes no representations or warranties about the Platform's uptime, availability, or permissibility in any particular geographical location. From time to time, scheduled system maintenance or emergency maintenance may occur, and during such maintenance periods, the Platform may be inaccessible and unavailable, with or without notice to you.
The Platform's performance of actions initiated by you may irrevocably modify and/or delete User Content. YOU ACKNOWLEDGE AND AGREE THAT EVERWAGE IS NOT RESPONSIBLE FOR THE LOSS OR MODIFICATION OF ANY USER CONTENT AND THAT YOUR USE OF THE PLATFORM IS AT YOUR OWN RISK.
EverWage is not responsible or liable for any delays or failures in performance from any cause beyond EverWage's control, including, but not limited to, acts of God, changes to laws or regulations, embargoes, wars, terrorist acts, acts or omissions of third-party technology providers, riots, fires, earthquakes, floods, power outages, strikes, weather conditions, acts of hackers, acts of internet service providers, acts of any other third party, or acts or omissions by you.
Without limiting the generality of the foregoing or Section 8, the Platform and the Services rely on third-party technology and services, such as application programming interfaces, for Third-Party Services and web hosting services. Any change to the products or services offered by any of these third-party providers may materially and adversely affect, or entirely disable, your use of or access to the Platform and the Services. Likewise, EverWage cannot guarantee that any User Content hosted on a third-party server will remain secure.