Effective date: May 16, 2018
NOTICE: Please read these Terms carefully. They cover important information about the Services and include information about future changes to these Terms, limitations of liability, a class action waiver, and resolution of disputes by arbitration instead of in court.
The information on the Site including, without limitation, all site design, text, graphics, interfaces, and the selection and arrangements of the foregoing is protected by copyright and/or other intellectual property laws.
Product names, logos, designs, titles, words or phrases may be protected under law as the trademarks, service marks or trade names of the Company or other entities. Such trademarks, service marks and trade names may be registered in the United States and internationally. The Company logos and service names are trademarks and registered trademarks of the Company (the “Company Marks”). You agree not to display or use Company Marks in any manner without the Company's express prior written consent. Nothing on the Site should be construed to grant any license or right to use any Company Mark without the express prior written consent of the Company.
You are responsible for complying with these Terms and with the terms and restrictions under any agreement with the Company for the provision of the Services. The Company is not your agent or trustee.
We may modify the Terms from time to time. If we make material changes to the Terms we will post the revised Terms on the Site, send you an email, and/or provide notice by some other means. The provisions contained herein supersede all previous notices or statements regarding our Terms. We include the effective date of our Terms at the top of the statement. By using the Site following any modifications to the Terms, you agree to be bound by such modifications.
By submitting information through this Site and using the Services, you represent and warrant that you are a resident of the United States and over the age of 16. If you are agreeing to these Terms on behalf of an organization or entity, you represent and warrant that you are authorized to agree to these Terms on that organization or entity’s behalf and bind them to these Terms (in which case, the references to “you” and “your” in these Terms, except for in this sentence, refer to that organization or entity).
Justworks Employment Group LLC, a professional employer organization and subsidiary of Justworks, Inc. (the “PEO”), provides payroll administration, human resources support, and access to employee benefits pursuant to customer service agreements (each, a “Customer Service Agreement”) executed by customers from time to time. The Company makes the Site, or certain portions of the Site, available to authorized users of the PEO’s customers, including Administrators and Non-Administrators (each as defined below), which may include employees and contractors of the customer (collectively, “Site User” or “Site Users”, as appropriate). The Company may at its sole discretion use third party services to validate a Site User’s identity, including credit checks.
“Administrators” are representatives of the customers who are responsible for setting-up the customer user account required for the customer to access the Services (“Customer Account"), enrolling customer employees, and providing the Company with current and accurate information about customer employees. Administrators are permitted access to certain portions of the Site using login names and passwords.
“Non-Administrators” of the Site include customer employees, contractors and vendors of the customer. Each Non-Administrator must be authorized by Administrators to access the Services.
All Site Users are responsible for providing current and accurate information through the Site and maintaining accurate and current personal information when using the Services.
All Site Users are required to register to use the Site and set up an account (each, a “Site User Account”) and are responsible for maintaining adequate security and control of all login credentials that are used to access Services. Any transactions conducted using Site User login credentials will be deemed to be authorized by the Site User. All Site Users are responsible for any activity associated with his or her login credentials.
Without limiting the scope of the Customer Service Agreement, the following shall apply to each Customer Account and/or Site User Account:
The PEO charges fees for PEO services provided under the Customer Service Agreement according to the pricing plan in effect as of the effective date of the Customer Service Agreement between the PEO and the customer. The PEO’s services include providing a Customer Account and associated Site User Accounts to Administrators and Non-Administrators. The current pricing plan is available through the PEO’s sales team, which may be contacted at the following address:
130 7th Avenue, #249, New York, New York 10011, Attn: Director Sales or firstname.lastname@example.org.
The Company may cancel, at its sole discretion, Services, and/or close a Customer Account and/or associated Site User Account at any time for any reason or for no reason, including, but not limited to, breach of these Terms. The Company will provide notice to the Administrator that it is closing the account. The Administrator may close its Customer Account by contacting email@example.com.
The Company may retain data, including personally identifiable information, for as long as required to fulfill legal and regulatory obligations.
The Company reserves the right, in its sole discretion and without notice to you, to terminate, change, suspend or discontinue any aspect of the Site for any reason, including, but not limited to, information, data, text, music, sound, photographs, graphics, video, messages or other materials (collectively, “Content”), features, and/or hours of availability. The Company will not be liable to you or to any third party for doing so. The Company may also impose rules for and limits on use of the Site or restrict Site User access to part, or all, of the Site without notice or penalty, and has the right to change these rules and/or limitations at any time.
The Services may be used only for lawful purposes by individuals using authorized services of the Company. You are responsible for your own communications, including the upload, transmission and posting of Content, and represent that you have all rights necessary to do so. You are responsible for the consequences of uploading, transmitting, and/or posting such Content on or through the Services. You represent that you will not contribute any Content or otherwise use the Site or interact with the Services to:
The Company will investigate actual, suspected or attempted violations of system or network security and may involve, and cooperate with, law enforcement authorities in prosecuting Site Users (for civil or criminal liability) who are involved in such violations. Site Users are prohibited from violating or attempting to violate the security of the Site, including, without limitation, the following:
The Company controls and operates the Site in the United States, and all Content is processed within the United States. The Company contracts for services with U.S. companies which apply to employees residing in the U.S. The Company does not target services to people in the European Union (EU) nor engage in any transfers of EU data subject personal information from the EU to the U.S. The Company does not represent that materials on the Site are appropriate or available for use in other locations. Site Users who choose to access the Site from other locations do so on their own initiative, and are responsible for compliance with local laws. By using this site, Site Users consent to the Company’s processing of personally identifiable information the Company receives (in the Company’s systems in the U.S.). The Company is not responsible for any unlawful use of the Site or Services.
You agree to comply with all applicable laws, rules and regulations in connection with your use of the Site and Services. Without limiting the generality of the foregoing, you agree to comply with all applicable laws regarding the transmission of Content exported from the United States or the country in which you access the Site or Services.
As between you and the Company, the Company is the owner and/or authorized user of any trademark, registered trademark and/or service mark appearing on the Site, and is the copyright owner and/or licensee of the Content and/or information on the Site, unless otherwise indicated.
Except as provided herein, use of the Site does not grant you a license to any Content, features or materials you may access on the Site, and you may not modify, rent, lease, loan, sell, distribute or create derivative works of such Content, features or materials, in whole or in part, or otherwise exploit any of the Content. Any commercial use of the Site is strictly prohibited, except as allowed herein or otherwise approved by the Company. You may not download or save a copy of any of the Content or screens for any purpose, and no material from the Site may be copied, reproduced, republished, uploaded, posted, transmitted or distributed in any way, except for as specifically allowed in the Site or as otherwise provided by the Company. If you make use of the Site, other than as provided herein, in doing so you may violate copyright and other laws of the United States, other countries, as well as applicable state laws and may be subject to liability for such unauthorized use. The Company does not grant any license or other authorization to any user of our trademarks, registered trademarks, service marks, other copyrightable material or any other intellectual property by including them on the Site.
You grant the Company a non-exclusive, royalty-free, perpetual, transferable, irrevocable, and worldwide license to use, translate, modify, reproduce, adapt, publish, create derivative works from, distribute, perform, display and otherwise act with respect to anything you post, upload, share, store, or otherwise provide through the Site, in each case to enable the Company to provide the Services.
Permission must be granted by us for any type of link to the Site. To seek our permission, you may write to the Company at 130 7th Avenue #249, New York, NY, 10011, Dir. Brand, Content & Communications or firstname.lastname@example.org. The Company reserves the right to deny any request or rescind any permission granted by it to link through such other type of link, and to require termination of any such link to the Site, at its discretion at any time.
You agree to defend, indemnify and hold the Company, its affiliates, directors, officers, employees, agents, successors, and assigns harmless from any and all claims, liabilities, damages, costs and expenses, including, but not limited to, attorneys’ fees, in any way arising from, related to or in connection with your use of the Site, your violation of the Terms or the posting or transmission of any materials on or through the Site by you in violation of the Terms, including, but not limited to, any third party claim that any information or materials you provide infringes any third party proprietary right.
The Company does not warrant that the Site or the function, Content or Services made available thereby will be timely, secure, uninterrupted or error free, or that defects will be corrected. Company makes no warranty that the Site will meet users’ expectations or requirements. No advice, results or information, or materials whether oral or written, obtained by you through the Site shall create any warranty not expressly made herein. If you are dissatisfied with the Site, your sole remedy is to discontinue using the Site. Any Content downloaded or otherwise obtained through the use of the Site is done at your own discretion and risk and you will be solely responsible for any damage that results from the download of any such Content. The Company does not endorse, warrant or guarantee any products or services offered or provided by or on behalf of third parties on or through the Site. The Company is not a party to, and does not monitor, any transaction between Site Users and third parties without the direct involvement of the Company.
YOU UNDERSTAND AND AGREE THAT THE SITE, INCLUDING, WITHOUT LIMITATION, ALL CONTENT, FUNCTION, MATERIALS AND SERVICES ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY FOR INFORMATION, DATA, DATA PROCESSING SERVICES OR UNINTERRUPTED ACCESS, ANY WARRANTIES CONCERNING THE AVAILABILITY, ACCURACY, COMPLETENESS, USEFULNESS, OR CONTENT OF INFORMATION, AND ANY WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR WARRANTIES ARISING FROM USAGE IN TRADE, COURSE OF PERFORMANCE OR COURSE OF DEALING. SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF IMPLIED WARRANTIES SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, IN NO EVENT SHALL THE COMPANY, ITS AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SUCCESSORS, AND ASSIGNS, OR CONTENT OR SERVICE PROVIDERS BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY 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 SERVICES OR THE SITE, OR THE CONTENT, MATERIALS AND FUNCTION RELATED THERETO, INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE, OR ANTICIPATED PROFITS, OR LOST BUSINESS, DATA OR SALES, OR COST OF SUBSTITUTE SERVICES, EVEN IF COMPANY OR ITS REPRESENTATIVE OR SUCH INDIVIDUAL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. IN NO EVENT SHALL THE TOTAL LIABILITY OF THE COMPANY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT OR TORT, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE OR OTHERWISE) ARISING FROM THE TERMS OR YOUR USE OF THE SITE EXCEED, IN THE AGGREGATE, $100.00.
You release the Company, its officers, employees, agents, and successors from claims, demands, and damages of every kind or nature, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way related to the Services or the Site, or the Content, materials and function related thereto. If you are a California resident, you shall and hereby do waive California Civil Code Section 1542, which says, “A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which, if known by him or her must have materially affected his or her settlement with the debtor.”
Choice of Law. These Terms are governed by and will be construed under the Federal Arbitration Act, applicable federal law, and the laws of the State of New York, without regard to the conflicts of laws provisions thereof.
Any claim or cause of action you may have with respect to the Company or the Site must be commenced within one (1) year after the claim or cause of action arose.
Arbitration Agreement. PLEASE READ THE FOLLOWING ARBITRATION TERMS CAREFULLY BECAUSE IT REQUIRES YOU TO ARBITRATE CERTAIN DISPUTES AND CLAIMS WITH COMPANY AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM IT. Both you and the Company acknowledge and agree that for the purposes of any dispute arising out of or relating to the subject matter of these Terms, the Company’s officers, directors, employees and independent contractors (collectively, “Personnel”) are third party beneficiaries of these Terms, and that upon your acceptance of these Terms, Personnel will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as the third party beneficiary hereof.
(a) Arbitration Rules; Applicability of Arbitration Agreement. Any dispute arising out of or relating to the subject matter of these Terms shall be finally settled by binding arbitration in New York, New York. The arbitration will proceed in the English language, in accordance with the Streamlined Arbitration Rules and Procedures of JAMS/Endispute, LLC ("JAMS") then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes, who shall be selected from the appropriate list of JAMS arbitrators in accordance with such Rules. Judgment upon the award rendered by such arbitrator may be entered in any court of competent jurisdiction. Notwithstanding the foregoing obligation to arbitrate disputes, each party shall have the right to pursue injunctive or other equitable relief at any time, from any court of competent jurisdiction.
(b) Costs of Arbitration. The JAMS rules will govern payment of all arbitration fees. The Company will pay all arbitration fees for claims less than $75,000. The Company will not seek its attorneys’ fees and costs in arbitration unless the arbitrator determines that your claim is frivolous
(c) Small Claims Court. Either you or the Company may assert claims, if they qualify, in small claims court in New York County, New York or any United States county where you live or work.
(d) Waiver of Jury Trial. YOU AND THE COMPANY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE AND/OR JURY. You and the Company are instead choosing to have claims and disputes resolved by arbitration. Arbitration procedures are typically more limited, more efficient, and less costly than rules applicable in court and are subject to very limited review by a court. In any litigation between you and the Company over whether to vacate or enforce an arbitration award, YOU AND THE COMPANY WAIVE ALL RIGHTS TO A JURY TRIAL, and elect to have the dispute resolved by a judge alone.
(e) Waiver of Class or Consolidated Actions. YOU WAIVE ANY RIGHTS TO CLASS OR CONSOLIDATED ACTIONS. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS. CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. If however, this waiver of class or consolidated actions is deemed invalid or unenforceable, neither you nor the Company are entitled to arbitration; instead all claims and disputes will be resolved in a court as set forth in (g) below.
(f) Opt-out. You have the right to opt out of the provisions of this Section by sending written notice of your decision to opt out to the following address: 130 7th Avenue, #249, New York, New York 10011, Attn: VP Compliance & Corp. Counsel postmarked within 30 days of first accepting these Terms. You must include (1) your name and residence address; (2) the email address and/or telephone number associated with your account; and (3) a clear statement that you want to opt out of these Terms’ arbitration agreement.
(g) Exclusive Venue. If you send the opt-out notice in (f), and/or in any circumstances where the foregoing arbitration terms permit either you or the Company to litigate any dispute arising out of or relating to the subject matter of these Terms in court, then the foregoing arbitration agreement will not apply to either party and both you and the Company agree that any judicial proceeding (other than small claims actions) will be brought in the state or federal courts located in New York, New York.
Notices to you may be made via either email or regular mail. Notices to the Company shall be by email, certified or overnight mail. The Site may also provide notices of changes to the Terms or other matters by displaying notices or links to notices to you on the Site.
Please contact the Company with any questions or concerns in connection with this Agreement, the Site or the Terms at email@example.com or 130 7th Avenue #249, New York, NY, 10011, Sr. Mgr., Customer Support.
The Terms constitute the entire agreement between you and the Company and govern your use of the Site, superseding any prior agreements between you and the Company. You also may be subject to additional terms and conditions that are applicable to certain parts of the Site, including the Customer Service Agreement. You agree that no joint venture, partnership, employment, or agency relationship exists between the Company and you as a result of the Terms or your use of the Site.
The failure of the Company to exercise or enforce any right or provision of the Terms shall not constitute a waiver of such right or provision. If any provision of the Terms is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of the Terms remain in full force and effect.
You may not assign, delegate or transfer the Terms or any of your rights or obligations under the Terms in any way, without the Company’s express prior written consent. The Company may transfer, assign, or delegate these Terms and our rights and obligations without your consent. The Terms inure to the benefit of the Company’s successors, assigns and licensees. The section titles in the Terms are for convenience only and have no legal or contractual effect. © Copyright 2013 – 2019 by Justworks, Inc. All rights reserved.