Common use of PAYROLL SOLUTION SERVICE Clause in Contracts

PAYROLL SOLUTION SERVICE. If the Financial Institution, through Direct Services for Small Business, makes the Payroll Solution Service available, You agree, and shall ensure that before permitting each Signing Officer or Delegate to access and use Payroll Solution Service, each Signing Officer or Delegate agrees, that the terms and conditions in this article 31, Payroll Solution Service, govern Your use and each Signing Officer’s and Delegate’s use of the Payroll Solution Service, and are binding upon You and each Signing Officer and Delegate. If there is any conflict between this article 31, Payroll Solution Service, and the terms and conditions in the rest of this Agreement, then this article 31, Payroll Solution Service, will apply in respect of the Payroll Solution Service. In addition, if You subscribe for the Payroll Solution Service, special terms and conditions will also apply, as more particularly set forth in the Payroll Solution Special Terms attached to and forming part of this Agreement. If there is any conflict between the Payroll Solution Special Terms and the terms and conditions in the rest of this Agreement or in respect of this article 31, then the Payroll Solution Special Terms will apply for the Payroll Solution Service. Further: a) in connection with the Payroll Solution Service, You agree, and shall ensure that each Signing Officer and Delegate agrees, to provide true, accurate, current, and complete information about You and Your Account(s). Further, You agree, and shall ensure that each Signing Officer agrees, to notify Us of any changes to such information within a reasonable period of time; b) We, Central 1, and the Payroll Solution Service Provider each, individually, have the right, in Our, Central 1’s and the Payroll Solution Service provider’s sole discretion, to refuse to carry out any payroll transaction or discontinue all or any part of the Payroll Solution Service for any reason, including, but not limited to, inability, cost, or inconvenience of completing a transaction; c) You agree, and shall ensure that each Signing Officer and Delegate agrees, to only use content delivered through the Payroll Solution Service on the Payroll Solution Service. You and each Signing Officer and Delegate must not copy, reproduce, distribute, or create derivative works from this content. Further, You agree, and shall ensure that each Signing Officer and Delegate agrees, not to reverse engineer or reverse compile any of the Payroll Solution Service technology, including, but not limited to, any Java applets associated with the Payroll Solution Service; d) You agree, and shall ensure that each Signing Officer and Delegate agrees, to license to Central 1, its service providers, and the Payroll Solution Service provider, any information, data, passwords, materials, or other content (collectively, “Content”) that You, a Signing Officer, or a Delegate provides through or to the Payroll Solution Service. Central 1 and the Payroll Solution Service provider may use, modify, display, distribute, and create new material using such Content to provide the Payroll Solution Service to You, a Signing Officer, or a Delegate. By submitting Content, You agree, or promise that the owner of such Content, which may include personal information, has expressly agreed that, without any particular time limit, and without the payment of any fees, Central 1 and the Payroll Solution Service provider may use the Content for the purposes set out above. Where a Signing Officer or Delegate submits Content, You will ensure that Signing Officer or Delegate agrees, or promises that the owner of such Content has expressly agreed that, without any particular time limit and without the payment of any fees, Central 1 and the Payroll Solution Service provider may use the Content for the purposes set out above. As between Central 1 and the Payroll Solution Service provider, Central 1 owns Your and each Signing Officer and Delegate’s confidential account information; e) You represent and warrant, and shall ensure that each Signing Officer and Delegate agrees to represent and warrant, that You and each Signing Officer and Delegate have obtained all consents and authorizations required by law in respect of any Third Party’s personal information that You, a Signing Officer, or a Delegate, disclose or provide to the Financial Institution, Central 1, or the Payroll Solution Service provider in using the Payroll Solution Service, and that such Third Parties have consented to the disclosure, collection, and use of their personal information to enable the Financial Institution, Central 1, and the Payroll Solution Service provider to carry out the Payroll Solution Service requested by You; f) For the purposes of the Payroll Solution Service, You hereby grant, and shall ensure that each Signing Officer and Delegate grants, Central 1 and the Payroll Solution Service provider a limited power of attorney, and appoint Central 1 and the Payroll Solution Service provider as Your and each Signing Officer and Delegate’s true and lawful attorney-in-fact and agent, with full power of substitution and re-substitution, for You and each Signing Officer and Delegate, in Your and each Signing Officer and Delegate’s name, place, and stead, in any and all capacities, to access Third Party Internet sites, servers, or documents, retrieve information, and use Your and each Signing Officer and Delegate’s information, all as described above, with the full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection with carrying out the Payroll Solution Service, as fully to all intents and purposes as You, a Signing Officer, or a Delegate might or could do in person. You further acknowledge and agree, and shall ensure that each Signing Officer and Delegate further acknowledges and agrees, that when Central 1 or the Payroll Solution Service provider accesses and retrieves or submits information from or to Third Party websites, Central 1 and the Payroll Solution Service provider are acting as Your or the Signing Officer or Delegate’s agent, and not the agent of or on behalf of the Third Party. You further agree, and shall ensure that each Signing Officer and Delegate further agrees, that such Third Parties will be entitled to rely on the foregoing authorization, agency, and limited power of attorney granted by You, a Signing Officer, or a Delegate, as the case may be. You further acknowledge and agree, and shall ensure that each Signing Officer and Delegate further acknowledges and agrees, that the Payroll Solution Service is not endorsed or sponsored by any Third Party accessible through the Payroll Solution Service. Notwithstanding the foregoing, this provision will not be deemed to in any way diminish Your duties and responsibilities to comply with the agreements in place with Third Parties, nor will any right of access to information You granted pursuant to this Agreement create any obligation on the part of the Financial Institution, Central 1, or the Payroll Solution Service provider to monitor or warn You of any unusual or unauthorized account activity on any Account; g) You acknowledge and agree, and shall ensure that each Signing Officer and Delegate acknowledges and agrees, that use of the Payroll Solution Service and all information, products, and other content (including that of Third Parties) included in or accessible from the Payroll Solution Service is at Your, the Signing Officer’s, or Delegate’s sole risk, as the case may be. The Payroll Solution Service is provided on an “as is” and “as available” basis. The Financial Institution, Central 1, and the Payroll Solution Service provider expressly disclaim all warranties of any kind as to the Payroll Solution Service and all information, products, and other content (including that of Third Parties) included in or accessible from the Payroll Solution Service, whether express or implied, including, but not limited to, the implied warranties of merchantability, fitness for a particular purpose, and non-infringement; h) You acknowledge and agree, and shall ensure that each Signing Officer and Delegate acknowledges and agrees, that the Financial Institution, Central 1, and the Payroll Solution Service provider make no warranty that: i) the Payroll Solution Service will meet Your, the Signing Officer’s, or the Delegate’s requirements; ii) the Payroll Solution Service will be uninterrupted, timely, secure, or error-free; iii) the results that may be obtained from the use of the Payroll Solution Service will be accurate or reliable; iv) the quality of any products, services, information, or other material purchased or obtained by You, a Signing Officer, or a Delegate through the Payroll Solution Service will meet Your, the Signing Officer’s, or the Delegate’s expectations; or v) any errors in the technology will be corrected; i) You acknowledge and agree, and shall ensure that each Signing Officer and Delegate acknowledges and agrees, that any material downloaded or otherwise obtained through the use of the Payroll Solution Service is done at Your, the Signing Officer’s, or the Delegate’s own discretion and risk and that You, the Signing Officer, or the Delegate, as the case may be, is solely responsible for any damage to Your, the Signing Officer’s, or the Delegate’s computer system or loss of data that results from the download of any such material. No advice or information, whether oral or written, obtained by You, a Signing Officer, or a Delegate from the Financial Institution, Central 1, or the Payroll Solution Service provider through or from the Payroll Solution Service will create any warranty not expressly stated in this Agreement; j) You agree, and shall ensure that each Signing Officer and Delegate agrees, that none of the Financial Institution, Central 1, or the Payroll Solution Service provider, nor any of their affiliates, account providers, or any of their affiliates will be liable for any xxxxx, whether direct, indirect, incidental, special, consequential, or exemplary damages, including, but not limited to, damages for loss of profits, goodwill, use, data, or other intangible losses, even if the Financial Institution, Central 1, or the Payroll Solution Service provider has been advised of the possibility of such damages, resulting from: i) the use or the inability to use the Payroll Solution Service; ii) the cost of getting substitute goods and services; iii) any products, data, information, or services purchased or obtained, or messages received or transactions entered into, through or from the Payroll Solution Service; iv) unauthorized access to or alteration of Your or the Signing Officer’s transmissions of data; v) statements or conduct of anyone on the Payroll Solution Service; vi) the use, inability to use, unauthorized use, performance or non- performance of any Third Party site, even if the Third Party has been advised previously of the possibility of such damages; or vii) any other matter relating to the Payroll Solution Service; k) You agree, and shall ensure that each Signing Officer and Delegate agrees, not to use or access the Payroll Solution Service if You or any Signing Officer or Delegate is a direct competitor of PaymentEvolution, and You and each Signing Officer or Delegate will not access the Payroll Solution Service for the purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes; l) You agree to protect and fully compensate the Financial Institution, Central 1, and the Payroll Solution Service provider and their affiliates from any and all Third Party claims, liability, damages, expenses, and costs (including, but not limited to, reasonable attorney fees) caused by or arising from Your or the Signing Officer’s use of the Payroll Solution Service, violation of this article 31, Payroll Solution Services, or infringement, or infringement by any other user of the Account, of any intellectual property or other right of anyone; and m) You agree, and shall ensure that each Signing Officer agrees, that the Central 1 and Payroll Solution Service provider is a Third Party beneficiary of the terms and conditions in this article 31, Payroll Solution Service, with all rights to enforce such provisions as if the Payroll Solution Service provider were a party to the agreements that You have provided in this article 31, Payroll Solution Service.