Terms of Service
Last revised August 1, 2018
Please read these Terms of Service (“Terms”) carefully before using the BizRun.com website and/or ui.BizRun.com website (collectively, the “Websites”) operated by BizRun, LLC (“BizRun”, “the Company”, “us”, “we”, or “our”), including any service or material we provide on the Website (together with the Websites, the “Services”). These Terms govern your access to and use of the Services, including any content, functionality and services offered on or through your use of the Services.
Your access to and use of the Services is conditional to your acceptance of and compliance with these Terms. These Terms apply to all visitors to the Websites, administrative users of the Websites accessing administrative accounts (“Administrators”), employee users of the Websites accessing employee-specific functions via employee-specific subaccounts (“Employee Users”) and any others who access or use the Services (together with Administrators and Employee Users, “Users”).
By accessing or using the Services you agree to be bound by these Terms. If you disagree with any part of these Terms, you must not access the Services.
We reserve the right to withdraw or amend the Websites and the Services in our sole discretion, without notice. We will not be liable if for any reason all or any part of the Services are unavailable at any time or for any period. From time to time we may restrict access to the Services, in whole or in part, to users, including registered users.
You are responsible for:
Making all arrangements necessary for you to have access to the Services.
If you are an Administrator, making all arrangements necessary for your Employee Users to have access to such of the Services as you intend them to access, and to prevent your Employee Users from having access to such of the Services as you do not intend them to access.
Ensuring that all persons who access the Websites through your Internet connection are aware of these Terms and comply with them. Specifically, if you are an Administrator, ensuring that all Employee Users who access the Websites through your Internet connection are aware of these Terms and comply with them.
If you choose, or are provided with, a username, password or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your account is personal to you and agree not to provide any other person with access to the Websites or portions thereof using your username, password or other security information. You agree to notify us immediately of any unauthorized access to or use of your username or password or any other breach of security. You also agree to ensure that you exit from your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information.
We have the right to disable any username, password or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms.
The Websites and their entire contents, features and functionality (including but not limited to all information, software, text, displays, images, video and audio, and the design, selection and arrangement thereof) are owned by the Company, its licensors or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws.
You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store or transmit any of the material on our Websites, except as follows:
- Your computer may temporarily store copies of such materials in RAM incidental to your accessing and viewing those materials.
- You may store files that are automatically cached by your Web browser for display enhancement purposes.
- You may print or download one copy of a reasonable number of pages of the Website for your own personal, non-commercial use and not for further reproduction, publication or distribution.
- If we provide desktop, mobile or other applications for download, you may download a single copy to your computer or mobile device solely for your own personal, non-commercial use, provided you agree to be bound by our end user license agreement for such applications.
- If we provide social media features with certain content, you may take such actions as are enabled by such features.
You must not:
- Modify copies of any materials from this site.
- Use any illustrations, photographs, video or audio sequences or any graphics separately from the accompanying text.
- Delete or alter any copyright, trademark or other proprietary rights notices from copies of materials from this site.
You must not attempt to reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store or transmit for any commercial purposes any part of the Websites or any services or materials available through the Websites.
If you print, copy, modify, download or otherwise use or provide any other person with access to any part of the Websites except as expressly authorized by the Company, your right to use the Websites will cease immediately and you must, at our option, return or destroy any copies of the materials you have made. No right, title or interest in or to the Websites or any content on the Websites is transferred to you, and all rights not expressly granted are reserved by the Company. Any use of the Websites not expressly permitted by these Terms is a breach of these Terms and may violate copyright, trademark and other laws.
The Company name, the Company logo and all related names, logos, product and service names, designs and slogans are trademarks of the Company or its affiliates or licensors. You must not use such marks without the prior written permission of the Company. All other names, logos, product and service names, designs and slogans on this Websites are the trademarks of their respective owners.
You may use the Services only for lawful purposes and in accordance with these Terms. You agree not to use the Services:
- In any way that violates any applicable federal, state, local or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries).
- For the purpose of exploiting, harming or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information or otherwise.
- To transmit, or procure the sending of, any advertising or promotional material without our prior written consent, including any “junk mail”, “chain letter” or “spam” or any other similar solicitation.
- To impersonate or attempt to impersonate the Company, a Company employee, another user or any other person or entity (including, without limitation, by using e-mail addresses or screen names associated with any of the foregoing).
- To engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Services, or which, as determined by us, may harm the Company or users of the Services or expose them to liability.
Additionally, you agree not to:
- Use the Services in any manner that could disable, overburden, damage, or impair the site or interfere with any other party’s use of the Services, including their ability to engage in real-time activities through the Websites.
- Use any robot, spider or other automatic device, process or means to access the Services for any purpose, including monitoring or copying any of the material on the Websites.
- Use any manual process to monitor or copy any of the material on the Websites or for any other unauthorized purpose without our prior written consent.
- Use any device, software or routine that interferes with the proper working of the Website.
- Introduce any viruses, trojan horses, worms, logic bombs or other material which is malicious or technologically harmful.
- Attempt to gain unauthorized access to, interfere with, damage or disrupt any parts of the Websites, the server on which the Websites are stored, or any server, computer or database connected to the Websites.
- Attack the Websites via a denial-of-service attack or a distributed denial-of-service attack.
- Otherwise attempt to interfere with the proper working of the Websites.
The information presented on or through the Websites is made available solely for general information purposes. We do not warrant the accuracy, completeness or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Websites, or by anyone who may be informed of any of its contents.
Compliance with Law
Notwithstanding our provision of payroll processing, time-keeping services or other employment-related services, you are solely responsible for compliance with applicable laws, including, but not limited to, labor, employment, and tax laws. For example, your account Administrators are responsible for compliance with applicable minimum-wage laws, the Fair Labor Standards Act, and local unemployment and workers’ compensation laws, for filing tax returns, and for timely payment of employee payroll taxes. No product offered by BizRun is intended to be a legal compliance tool or to give legal or tax advice on any matter.
The Payroll Service does not include calculation of deductions or taxes other than those that apply only to payroll, nor does it include calculation or reporting of penalties or interest on delinquent tax payments.
Limited Warranty for Payroll Service
We may utilize the services of a third party to provide the Payroll Services. You hereby acknowledge and agree to the use of such third party. As used throughout this section, “Payroll Service” shall include payroll services provided directly by us or by such third-party provider.
We warrant to you the accuracy of payroll tax calculations on each pay stub and tax filing forms prepared using the Payroll Service, subject to the following terms and conditions. We will pay all government penalties and interest assessed against you due solely to calculation errors made by the Payroll Service. This warranty does not apply to any assessments, penalties or interest resulting from, among other things:
- Administrators’ use of the Payroll Service to process payroll data for which it is not appropriate,
- Administrators’ failure to make tax payments and filings in the manner and on the schedule recommended by the Payroll Service,
- Administrators’ failure to enter on the Payroll Service Website timely and accurate compensation information for the employer’s business employees,
- Administrators’ use of the Payroll Service to prepare pay stubs, tax payments, or tax filings based in whole or in part on payroll or tax payment information that you (or your clients) calculated or entered incorrectly, or
- Administrators’ failure to file an amended return or make an additional payment to avoid or reduce your (or their) penalty or interest after you (or they) have received notice from the government or the Payroll Service that you (or they) should do so.
In general, the Payroll Service calculates payroll taxes based on the assumption that wages are subject to all payroll taxes applicable in the indicated geographical area. Payroll Service guides you to make tax payments in full when due. We do not warrant that the Payroll Service will minimize payroll taxes automatically. [If you do not elect to use electronic payments for your federal or state liabilities, liability payments must be sent manually to the correct agency in a timely manner.]
If you believe you are entitled to payment under this warranty, please notify us in writing, as soon as you learn of the mistake and in no event later than 15 days after the assessment is made. You must include a copy of the government notice. By claiming payment, you and your clients authorize the Payroll Service to obtain and review any data files that may be in its possession or control in order to evaluate your claim and agree to provide assistance and additional information as reasonably requested by the Payroll Service. You and/or your clients remain responsible for paying any additional tax liability you or they may owe. You or your clients are also responsible for paying any penalties and interest that has been assessed until your claim has been evaluated. If you fail to do so, you will be responsible for any additional interest assessed. This warranty is for your benefit only and is not transferable, and will be null and void if you breach any terms or conditions of this Agreement.
If a penalty is assessed because of inaccuracy in tax calculations, the Payroll Service may file a request of abatement. In those circumstances you and your clients agree to cooperate with the Payroll Service on such requests.
We may update the content on the Websites from time to time, but its content is not necessarily complete or up to date. Any of the material on the Websites may be out of date at any given time, and we are under no obligation to update such material.
If the Websites contain links to other sites and resources provided by third parties, these links are provided for your convenience only. This includes links contained in advertisements, including banner advertisements and sponsored links. We have no control over the contents of those sites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third party websites linked from the Websites, you do so entirely at your own risk and subject to the terms and conditions of use for such websites.
The owner of the Websites is based in the State of Colorado in the United States. We provide the Services for use only by persons located in the United States. We make no claims that the Services are accessible or appropriate outside of the United States. Access to the Services may not be legal by certain persons or in certain countries. If you access the Services from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.
We may terminate or suspend access to the Services immediately, without prior notice or liability, for any reason whatsoever, without limitation, if you breach the Terms.
All provisions of the Terms which by their nature shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.
These Terms shall be governed and construed in accordance with the laws of the State of Colorado, without regard to its conflict of law provisions. Any legal suit, action or proceeding arising out of, or related to, these Terms or the Services shall be instituted exclusively in the federal courts of the United States or the courts of the State of Colorado, in each case located in the City and County of Denver, although we retain the right to bring any suit, action or proceeding against you for breach of these Terms in your country of residence or any other relevant country. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.
Our failure to enforce any right or provision of these Terms will not be considered a waiver of those rights. If any provision of these Terms is held to be invalid or unenforceable by a court, the remaining provisions of these Terms will remain in effect. These Terms constitute the entire agreement between you and us regarding our Services, and supersede and replace any prior agreements we might have between you and us regarding the Services.
We reserve the right, at our sole discretion, to modify or replace these Terms at any time. All changes are effective immediately when we post them, and apply to all access to and use of the Services thereafter. You are expected to check this page from time to time so you are aware of any changes, as they are binding on you.
By continuing to access or use our Services after those revisions become effective, you agree to be bound by the revised terms. If you do not agree to the new terms, please stop using the Services.
Except as expressly provided in these Terms, the Services are provided “as-is,” and, to the maximum extent permitted by applicable law, BizRun and its licensors, distributors, advertisers, dealers, or suppliers disclaim all other warranties, express or implied, regarding the Services and related materials, including their fitness for a particular purpose, their quality, their merchantability, or their non-infringement. BizRun does not warrant that the Services are free from bugs, interruptions, errors, or other program limitations. BizRun does not warrant that the Websites, or the servers that make them available, are free of viruses or other harmful components. You assume the entire cost of all necessary servicing, repair, or correction of problems caused by viruses or other harmful components to your PCs and connected equipment. As some states do not allow the exclusion of implied warranties, the above exclusions may not apply to you. In that event, any implied warranties are limited in duration to 60 days from the date of purchase of the Services. However, as some states do not allow limitations on how long an implied warranty lasts, the above limitation may not apply to you. This warranty gives you specific legal rights, and you may have other rights that vary from state to state.
THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
[Except to the extent of the limited warranty described above,] the entire liability of BizRun for any reason shall be limited with respect to any User to the aggregate amount of service fees paid by such User to BizRun during the twelve (12) months immediately preceding the date on which the claim accrued. To the maximum extent permitted by applicable law, BizRun is not liable for any indirect, special, incidental, or consequential damages (including damages for loss of business, loss of profits or investment, or the like), whether based on breach of contract, breach of warranty, tort (including negligence), product liability or otherwise, even if such person has been advised of the possibility of such damages and even if a remedy set forth in this Agreement is found to have failed of its essential purpose. As some states do not allow the limitation and/or exclusion of liability for incidental or consequential damages, the above limitation or exclusion may not apply to you.
The limitations of damages or liability set forth in this Agreement are fundamental elements of the basis of the bargain between BizRun and you. You acknowledge and agree that BizRun would not be able to provide the Services on an economic basis without such limitations.
You agree to indemnify and hold BizRun, its parents, subsidiaries, affiliates, officers, employees, agents, partners and licensors (collectively, the “BizRun 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. BizRun 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 BizRun in asserting any available defenses. You agree that the provisions in this section will survive your access or use of the Websites.