Terms of Service
Welcome to Online
Employer’s web site. Be
sure to read the Terms of Service below, as they cover the terms and
conditions that apply to your use of OnlineEmployer.com web site,
including any content or services accessible through such site (referred
to as the “Service”). Please
note: underlined words and phrases are links to other web pages or
websites where additional information about this service may be provided.
By accessing and/or
using this site you agree to be bound by all of the following terms and
conditions for using this site.
If you do not agree to be bound by all of the terms and conditions
contained herein, do NOT use or access this site or the Services.
We may from time to time change the Terms of Service.
By continuing to use the Service following such modifications, you
agree to be bound by such modifications to the Terms of Service.
The use by you of any
content or services accessible through the Service may be subject to your
acceptance of separate agreements with other third parties.
and Trademark. The
web site, software, screens, and information, except for your information,
available on or through this site is the property of Payroll Associate,
Inc. (“PAI”) and is protected by copyright, trademark, and other
intellectual property laws. Users may not modify, copy distribute, transmit, display,
publish, sell, license, create derivative works or otherwise use any
information available on or through this Site for commercial or public
purposes without the expressed prior written permission of PAI.
Users may not use the trademarks, logos, or service marks for any
purpose without the prior written permission of PAI
We use many techniques to identify our users when they register on our
site. However, because user verification on the Internet is difficult, we
cannot and will not confirm each user's purported identity. We also
encourage you to communicate directly with your service bureau through the
tools available on our site.
Online Employer is a venue by which services such as payroll may be
provided to you by a third party through the use of our web site and
software. Because we are a
venue, in the event that you have a dispute with another user or your
payroll service provider or any other third party providing service to you
via Online Employer, you agree to release and hold harmless Online
Employer (and its owner PAI, its officers, directors, agents,
subsidiaries, joint ventures and employees) from claims, demands and
damages (actual and consequential) of every kind and nature, known and
unknown, suspected and unsuspected, disclosed and undisclosed, arising out
of or in any way connected with such disputes.
Control. We do
not control the information provided by other users that is made available
through our system. You may find other user's information to be offensive,
harmful, inaccurate, or deceptive.
or Termination of Service. You agree that PAI reserves
the right at any time and from time to time to modify or discontinue,
temporarily or permanently, the Service (or any part thereof) with or
without notice. You agree
that PAI shall not be liable to you or any third party for any
modification, suspension, or discontinuance of the Service.
Without limiting any other remedies, Online Employer may suspend or
terminate your account if we suspect that you (by conviction, settlement,
insurance or otherwise) have engaged in fraudulent activity in connection
with our site.
6.1 Definition. "Your Information" is defined as any
information you provide or other authorized users provide, in any public
message area or through any email feature. You are solely responsible for
Your Information, and we act as a passive conduit for your online
distribution and publication of Your Information.
6.2 Restricted Activities. Your Information and your activities on
the site shall not: (a) be false, inaccurate or misleading; (b) be
fraudulent; (c) infringe any third party's copyright, patent, trademark,
trade secret or other proprietary rights or rights of publicity or
privacy; (d) violate any law, statute, ordinance or regulation; (e) be
defamatory, trade libelous, unlawfully threatening or unlawfully
harassing; (f) contain any viruses, Trojan horses, worms, time bombs,
cancelbots, easter eggs or other computer programming routines that may
damage, detrimentally interfere with, surreptitiously intercept or
expropriate any system, data or personal information; (g) create liability
for us or cause us to lose (in whole or in part) the services of our ISPs
or other suppliers; and (h) link directly or indirectly to or include
descriptions of goods or services that: (aa) are prohibited under this
Agreement; or (bb) you do not
have a right to link to or include.
6.3 Partners and Suppliers. Site
partners and suppliers to Online Employer may have independent security
and data storage policies. PAI shall have no liability or responsibility
for the retention or disclosure of information provided by you to Online
Employer or any of its site partners or suppliers in the course of your
utilization of onlineemployer.com.
6.4 Third-Party Services.
We allow access to or advertise third-party merchant sites
("Merchants") from which you may purchase certain goods or
services. You understand that we do not operate or control the products or
services offered by Merchants. Merchants are responsible for all
aspects of order processing, fulfillment, billing and customer
service. We are not a part to the transactions entered into between
you and Merchants. You agree that USE OF SUCH MERCHANTS IS AT YOUR
SOLE RISK AND IS WITHOUT WARRANTIES OF ANY KIND BY US, EXPRESSED, IMPLIED
OR OTHERWISE INCLUDING WARRANTIES OF TITLE, FITNESS FOR PURPOSE,
MERCHANTABILITY OR NON-INFRINGEMENT. UNDER NO CIRCUMSTANCES, ARE WE
LIABLE FOR ANY DAMAGES ARISING FROM THE TRANSACTIONS BETWEEN YOU AND
MERCHANTS OR FOR ANY INFORMATION APPEARING ON MERCHANT SITES OR ANY OTHER
SITE LINKED TO OUR SITE.
6.5 Third-Party Merchant Policies. All rules, policies
(including privacy policies) and operating procedures of Merchants will
apply to you while on such sites. We are not responsible for
information provided by you to Merchants. We and the Merchants are
independent contractors and neither party has authority to make any
respresenation or commitments on behalf of the other.
6.6 Links to Other Web Sites. The Site contains links
to other Web sites. We are not responsible for the content, accuracy
or opinions express in such Web sites, and such Web sites are not
investigated, monitored or checked for accuracy or completeness by
us. Inclusion of any linked Web site on our Site does not imply
approval or endorsement of the linked Web site by us. If you decide
to leave out Site and access these third-party sites, you do so at your
Solely to enable Online Employer to use the information you supply us
with, so that we are not violating any rights you might have in that
information, you agree to grant us a non-exclusive, worldwide, perpetual,
irrevocable, royalty-free, sublicensable (through multiple tiers) right to
exercise the copyright, publicity, and database rights (but no other
rights) you have in Your Information, in any media now known or not
currently known, with respect to Your Information. Online Employer will
require the Employer Identification Number (EIN) for each company for
which you wish to process payroll and cannot process your subscription
without it. We use the EIN information as a unique identifier for
providing the service, not for marketing purposes.
Our web site contains security features and you agree that you will not
use any robot, spider, other automatic device, or manual process to
monitor or copy our web pages or the content contained herein without our
prior expressed written permission. You agree that you will not use any
device, software or routine to bypass our security features, or to
interfere or attempt to interfere with the proper working of the Online
Employer site or any activities conducted on our site. You agree that you
will not take any action that imposes an unreasonable or
disproportionately large load on our infrastructure. Much of the
information on our site is updated on a real time basis and is proprietary
or is licensed to PAI by our users or third parties. You agree that you
will not copy, reproduce, alter, modify, create derivative works, or
publicly display any content (except for Your Information) from our
website without the prior expressed written permission of PAI or the
appropriate third party.
8.1 Access, Password and Security
designate up to the number of users under your account which corresponds
to the level of Service you are receiving from Online Employer, and you
may provide and assign access and passwords to such users. You will be
responsible for the confidentiality and use of login information including
company name, user name, and password. You will be responsible for all
electronic communications, including all changes made to your company’s
database ("Electronic Communications") under your login
information and password (Access Information”).
Electronic Communications include your business’s Human Resource
and Payroll data that you send through the Service.
Online Employer will be entitled to act as though any Electronic
Communications it receives under your Access Information have been sent by
you. You agree immediately to notify your Online Employer service provider
if you become aware of any loss or theft or unauthorized use of any of
your Access Information.
Without limiting other remedies, we may immediately issue a warning,
temporarily suspend, indefinitely suspend or terminate your access and
refuse to provide our services to you if: (a) you breach this Terms of
Service or the documents it incorporates by reference; (b) we are unable
to verify or authenticate any information you provide to us; or (c) we
believe that your actions may cause financial loss or legal liability for
you, our users or us.
We do not sell or rent your personal information to third parties for
marketing purposes without your consent and we only use your information
as described herein. We view protection of users' privacy as a very
important principle. We understand clearly that you and your information
is one of our most important assets. We store and process your information
on computers located in the United States that are protected by physical
as well as technological security devices. If you object to your
Information being transferred or used in this way please do not use our
services. Occasionally, we may contact you with product updates or
special offers that may interest you.
YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS
AVAILABLE” BASIS AND WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR
IMPLIED, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
PAI MAKES NO WARRANTY THAT (i) THE
SERVICE WILL MEET YOUR REQUIREMENTS, (ii) THE SERVICE WILL BE
UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii) THE RESULTS THAT
MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR
RELIABLE, OR (iv) ANY ERRORS IN THE SOFTWARE OR SERVICE WILL BE
CORRECTED. NO ACCOUNTING, FINANCIAL, LEGAL OR TAX ADVICE OR
COUNSEL IS GIVEN, OR SHALL BE DEEMED TO HAVE BEEN GIVEN, BY THE
SERVICE NOR SHALL SUCH SERVICE CREATE A WARRANTY NOT EXPRESSLY STATED
IN NO EVENT SHALL PAI BE LIABLE TO YOU OR ANYONE ELSE FOR ANY DAMAGES
SUFFERED BY YOU, INCLUDING ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL
DAMAGES (INCLUDING, WITHOUT LIMITATION, ANY LOST PROFITS OR DAMAGES FOR
BUSINESS INTERRUPTION, LOSS OF INFORMATION, PROGRAMS, OR OTHER DATA) THAT
RESULT FROM BREACH OF CONTRACT, BREACH OR WARRANTY, TORT, INCLUDING
NEGLIGENCE, PRODUCT LIABILITY, ACCESS TO, USE OF, OR INABILITY TO USE THIS SITE OR SERVICE OR
DUE TO ANY BREACH OF SECURITY ASSOCIATED WITH THE TRANSMISSION OF
INFORMATION THROUGH THE INTERNET, EVEN IF PAI WAS ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES.
THE NEGATION OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE
BASIS OF THE BARGAIN BETWEEN US AND YOU. THIS SITE AND THE
INFORAMTION WOULD NOT BE PROVIDED WITHOUT SUCH LIMITATIONS, NO ADVICE OR
INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US THROUGH THE
SITE SHALL CREATE ANY WARRANTY, REPRESENTATION OR GUARANTEE NOT EXPRESSLY
STAETD IN THIS AGREEMENT.
ANY EVENT, UNDER NO CIRCUMSTANCES SHALL PAI BE LIABLE FOR ANY LOSS, COST,
EXPENSE, OR DAMAGE TO YOU OR ANY THIRD PARTY THAT EXCEEDS THE AMOUNT ACTUALLY
PAID FOR THE SERVICE PROVIDED TO SUCH PARTY FOR THE
IMMEDIATELY PRECEEDING 12 MONTHS.
PAI shall not be liable for any loss resulting from a
cause over which PAI does not have direct control, including but not
limited to failure of electronic or mechanical equipment or communication
lines; telephone or other interconnect problems; bugs, errors,
configuration problems or incompatibility of computer hardware or
software; failure or unavailability of Internet access; problems with
Internet service providers or other equipment or services relating to your
computer; problems with intermediate computer or communications networks
or facilities; problems with data transmission facilities or your
telephone or telephone service; or unauthorized access, theft, operator
errors, severe weather, earthquakes or labor disputes. PAI is not
responsible for any damage to your computer, software, modem, telephone or
other property resulting from your use of the Service.
You agree to indemnify and hold PAI harmless from any claim or demand,
including reasonable attorneys' fees, made by any third party due to or
arising out of your breach of the Terms of Service or the documents it
incorporates by reference, or your violation of any law or the rights of a
third party. This obligation
will survive the termination of Service.
You shall comply with all applicable domestic and international laws,
statutes, ordinances and regulations regarding your use of our service.
You and PAI are independent, and no agency, partnership, joint venture,
employee-employer or franchiser-franchisee relationship is intended or
created by these Terms of Service.
Except as explicitly stated otherwise, any notices shall be given by email
to the email address you provide during the registration process. Notice
shall be deemed given 24 hours after email is sent, unless the sending
party is notified that the email address is invalid..
The user of Online Employer agrees that at the election of PAI any
controversy or claim arising out of or relating to this site and the
Service, excluding legal action taken by PAI to collect fees and/or
recover damages for or to obtain an injunction relating to, the Online
Employer site operations, intellectual property, and our services, shall
be settled by binding arbitration Moorestown, New Jersey in accordance
with the commercial arbitration rules of the American Arbitration
Association and judgment entered upon the award by the arbitrator may be
entered in any court having jurisdiction thereof.
Sole and exclusive jurisdiction and venue for any action for
equitable or injunctive relief (or any other claim, at PAI’s election)
shall be in the appropriate state court in Burlington County, New Jersey
or the United States District Court for the State of New Jersey.
You expressly submit the exclusive jurisdiction of said courts and consent
to extra-territorial service of process. Any such controversy or claim shall be arbitrated on an individual
basis, and shall not be consolidated in any arbitration with any claim or
controversy of any other party.
The validity and interpretation of this Terms of Service and the rights
and obligations of the parties shall be governed by the substantive laws
of the State of New Jersey, USA.
We do not guarantee continuous, uninterrupted or secure access to our
services, and operation of our site may be interfered with by numerous
factors outside of our control. If any provision of this Terms of Service
is held to be invalid or unenforceable, such provision shall be struck and
the remaining provisions shall be enforced. You agree that this Terms of
Service and all incorporations may be automatically assigned by PAI, in
our sole discretion, to a third party in the event of a merger or
acquisition. Headings are for reference purposes only and in no way
define, limit, construe or describe the scope or extent of such section.
Our failure to act with respect to a breach by you or others does not
waive our right to act with respect to subsequent or similar breaches. The
Terms of Service sets forth the entire understanding and agreement between
us with respect to the subject matters hereof and shall survive any
termination or expiration of this Agreement. The failure of PAI to
exercise or enforce any right or provision of the Terms of Service shall
not constitute a waiver of such right or provision.
You agree that regardless of any statute or law to the contrary,
any claim or cause of action arising out of or related to use of the
Service or the Terms of Service must be filed within one (1) year after
such claim or cause of action arose or forever be barred.
Online Employer is owned and made available by Payroll Associates Inc.,
located at 840 N. Lenola Road – Unit 6, Moorestown, NJ 08057. Disputes between you and your payroll provider regarding the
Service may be reported to Customer Support by emailing [email protected]
Trademarks and Service Marks Disclosures.
The following are registered trademarks and service marks of PAI: Payroll
Associates; ViewChoice; PeopleChoice HR; Payroll In A Flash; PayChoice
Online; Online Employer; PayChoice Encore; and PayChoice Connection.