Effective Date: October 1, 2024
You can use the websites, software apps, mobile apps, and services provided by USPayrun, Inc. These rules explain how to use the websites, software apps, mobile apps, and services. You agree to follow these terms and the USPayrun Privacy Policy (found at uspayrun.com) when you access or use the applications. If you agree to these terms on behalf of a business or other legal entity (the “Organization”), you represent and warrant that you have the authority to bind the Organization to these terms. “YOU” or “YOUR” will refer to both you and the Organization.
Limitations on use of Software Applications
There are limits on how software applications can be used.
- The software programs might have “Third Party Software” that comes from third-party producers.
- You can’t: distribute the software applications or Third-Party Software
- Try to take apart the code of the software or Third-Party Software;
- Try to reconstruct, discover, reuse, or change any source code or underlying algorithms of the software or Third-Party Software, unless the law allows it and the contract doesn’t say otherwise.
Intellectual Property
Copyright, trademark, international treaties, and other intellectual property rules protect the information that you can get from the Applications. It belongs to Company or its licensors. The Applications belong to the Company or its partners. They own all rights, title, and interests in them, such as copyright, patent, trade secret, and any other intellectual property rights. If you are ever thought to own intellectual property rights in the Applications or any updates, changes, or fixes to the Applications, you give Company all of those rights, title, and interest without any rights to take them back. You have a limited, non-exclusive right to use and access the Applications. This right cannot be given to anyone else.
You are not allowed to change, copy, distribute, transmit, display, print, sell licenses, make derivative works, or use any other information from the Applications for business reasons. The Applications may contain trade secrets and other private information that belongs to the Company or third parties. You agree to this. You agree not to: (i) sell, lease, assign, sublicense, or otherwise transfer the Applications; (ii) duplicate, reproduce, or copy them; (iii) tell a third party about them or make them available to them in any other way; (iv) use them, unless the Company gives you permission to do so in these Terms or another agreement; or (v) decompile, disassemble, or otherwise look at them for reverse engineering purposes. You agree to let Company know right away if any trade secrets or confidential information is used or shared without your permission, and you will help them fix the problem.
The Company name, the terms on the Trademarks and Disclaimers page, the Company logo, and all names, logos, product and service names, designs, slogans, and links to those things are trademarks of the Company or its partners or owners. The company owns all the brands, service marks, trade names, trade dress, logos, designs, and/or sounds that are connected to the apps. You can’t use these marks without getting writing permission from the company first. Every other name, brand, product and service name, design, and slogan in the Applications is a trademark of its own owner. The company does not give anyone any kind of license or other permission to use this copyrighted material or any other intellectual property by putting it in the apps.
Security, Privacy, and Confidentiality
Any message you send to Company through the Applications will be seen by Company as one that you have given permission for. Your account information and the services and information you can access through your account are your sole responsibility to keep safe and secret. If you are not authorized to, you may not give or sell your account information to anyone else. If you think someone is using your account fraudulently or abusively, or if you lose, steal, or have your credentials compromised in any way, you agree to i) change your potentially compromised credentials right away, ii) notify the Organization, and iii) notify Company if you are using the Applications on behalf of the Organization.
You agree that Company can access your account to provide the services, help with setup, offer ongoing support, and handle administrative tasks. You agree and admit that you are in charge of (i) any information you send through the Applications and how accurate, complete, and legal it is; and (ii) any activity that happens on your account. You agree that you have given permission for the Company to receive and use your information, either directly or through the Organization. You also agree that the Organization is responsible for protecting your data privacy in relation to your information.
You agree and understand that the Company may hire outside companies to do some of the work for them that you access or get from the Company or through the Applications. Check out the Company Privacy Policy to learn more about how the Company sends, uses, shares, and safeguards personal, business, and financial data.
Content and Materials
You agree that Company is not giving you legal, tax, accounting, or business advice in connection with the services and/or the apps you use. Company is not in charge of making sure you follow all federal, state, local, or international laws, rules, or policies (collectively “Laws”). Additionally, Company will not give you legal or other financial advice about these “Laws.” You are responsible for following all laws that apply to you.
Consent to Communications
Company may get or collect information about you as part of the Services or your use of the Applications. This information may include, but isn’t limited to, your name, address, email address, phone number(s), including a cell phone number (“Contact Information”). When you access, use, or give information to or through the Applications, you agree that the Company can use that information in ways that are legal and in line with the USPayrun Privacy Policy, or in any other way we may describe and for which you give permission. You agree to receive messages from Company or third parties authorized by or on behalf of Company. These third parties may email you or post notices on or through the Applications as a way to interact with you. You agree that any agreements, notices, disclosures, or other messages sent to you online meet any legal requirements that they be in writing.
You promise that the information in your contact information is correct and that you own the phone number listed. You agree to let the Organization and/or Company know right away if any of your Contact Information changes. You agree that Company and anyone calling you on behalf of Company may also call you, including using an Automated Telephone Dialing System (ATDS), pre-recorded or artificial voice messages, or send text messages to the phone number in your Contact Information about the Applications. You also agree that you are okay with receiving these kinds of messages about the Applications. Even though you give Company permission to use an ATDS to send messages, this doesn’t mean that any text messages sent by or on behalf of Company are actually sent using an ATDS. Any text message may have message and data rates.
Some user settings, like whether to allow or reject text messages, can be changed by going to your notifications and contacts settings in the Applications. You can change how you want to be contacted by calling Company, or if that’s not possible, calling the Organization, or following the directions in the message you receive.
Duty to Notify and Indemnify Regarding Change to Phone Number(s)
If you ever stop using the phone number(s) in your Contact Information, like if you cancel your service plan or sell or give your cell phone number to someone else, you agree to let Company and/or the Organization know before you stop using that number. You can also remove your number from the Applications. You understand and agree that telling Company about any changes to your phone number is an important part of these Terms. In addition, you agree that if you change your phone number and don’t let Company or the Organization know, you will be responsible for all costs, including attorneys’ fees, and liabilities that Company or anyone acting on its behalf faces when someone tries to call you at that number and files a claim, including claims made by people who are later given that phone number. You agree to defend, indemnify, and hold Company harmless from any claim or liability that arises because you failed to let us know about a change in your Contact Information. This includes any claim or liability under the Telephone Consumer Protection Act or similar state and federal laws that arise from Company or someone acting on Company’s behalf calling you at the phone number you gave Company.
Termination
Company can limit, stop, or end your access to the Applications at any time and for any reason, without giving you any notice. Company can change or stop the Applications and the products and services that are available on them, either briefly or permanently. This includes, but isn’t limited to, adding or removing features or other information without warning. You agree that Company is not responsible for any harm you experience if it changes, suspends, stops, or deletes the Applications, any parts of the Applications, or any goods or services you can access on or through the Applications. We can stop or terminate your account and/or your ability to use the Applications for any reason, at any time, and for any reason, without giving you any notice.
Governing Law
The laws that apply to these Terms are set out in the Organization’s Services Agreement with Company. If the Organisation is accessing or using the Applications in a test environment and has not yet signed a Services Agreement, these Terms and the relationship between the Company and the Organisation will be governed by the laws of New York, regardless of its rules and laws that deal with conflicts of laws. If you are using the Applications on your own and don’t have a Services Agreement with Company, these Terms will only be governed by the laws of the State of New York. This includes its conflict of laws, rules, and principles. The only exception is the Dispute Resolution provision below, which will be governed by the Federal Arbitration Act, 9 U.S.C. section 1 et seq. (the “FAA”).
Dispute Resolution
If your claim is based on or related to a Service Agreement, that Agreement will control. Otherwise, any controversy, claim, or dispute arising from, related to, or connected with the Applications, regardless of the theory of liability used, shall only be settled by binding arbitration in Rochester, New York, run by the American Arbitration Association (“AAA”) in line with its Commercial Arbitration Rules. Arbitrable disagreements can be about anything related to these Terms, including how they were made, how they should be interpreted, how they should be used, or how they should be enforced. For each dispute, a separate, neutral arbitrator must be chosen and appointed, and no conflict will be heard by a group of more than one arbitrator. Any disagreements about the Terms must be made within two (2) years of the date the claim first came up. The judge won’t be able to give exemplary or punitive damages, or any other types of damages that aren’t covered by the Limit of Liability clause. You agree that the person who wins the arbitration and any subsequent court case to enforce the arbitration award will be given costs and attorneys’ fees, including in-house counsel fees. You also agree that an arbitration award can be entered as a judgement in any court that has jurisdiction over you or Company. You or Company will not be able to bring or take part in any claims that are made as a class action, coordinated action, aggregated action, or similar action or process. The arbitrator will also not have the power or authority to hear or decide on these claims. Both you and Company can only file claims against each other in your own names. This arbitration clause will stay in place even if you cancel or stop using the Applications.
Assignment
You may not give the Terms to anyone else without the written permission of the Company first. Any transfer that is made without this permission will not be valid.
Amendments
By changing the link to these Terms, Company can change any part of these Terms. If you keep using the Applications after the new Terms go into effect, that means you agree to the new Terms.