This End User License Agreement (hereinafter "EULA") describes the terms and conditions under which you may use the Services. Additionally, your use of Check's Services will be governed by the provisions outlined in Check's Payroll User Service Terms and Privacy Policy (hereinafter "Check's Terms"). By agreeing to this EULA, you also agree to Zoho’s GENERAL TERMS OF SERVICE and to comply with Check’s Terms. The EULA, GENERAL TERMS OF SERVICE, and Check’s Terms will collectively be referred to as the Agreement. If you do not agree to the terms, do not proceed or use Zoho Payroll in any manner.
In addition to agreeing to this Agreement, you will be required by Check to provide certain consents, authorizations, and documentation (hereinafter "Check Requirements") to avail the Services. You authorize Zoho to receive such Check Requirements from Check and verify such Check Requirements.
Definitions
- “Employee Data” means the data, content, and other materials specifically pertaining to your employees, which are submitted into or transmitted through the Services.
- “Employer Data” means the data, content, and other materials specifically pertaining to Employers, which are submitted into or transmitted through the Services.
- "Payroll Data" means the data created by Check through the processing of Employer Data and Employee Data (such as, by way of example, payroll calculation amounts and tax amounts).
- "You" or "Employer" refers to the entity agreeing to this Agreement.
You shall use the Services only for the purpose specified in the Agreement and shall not, directly or indirectly (i) use the Services for any other purpose or in any manner that violates the terms of this Agreement (ii) access or attempt to access through the Services any data other than the Payroll Data; (iii) sell, sub- license, distribute or otherwise commercially exploit the Services; or (iv) introduce any infringing, obscene, libelous, or otherwise unlawful data or material into the Services.
In order to avail the Services, you will be required to provide certain information, including the following information for all your active and terminated Employees for the current calendar year :
- Name
- Home address
- Social Security Number
- Bank account information (routing and account number)
- Withholding information, if applicable
- Tax deductions, if applicable
- Current workplace
- Other data as legally required or necessary for accurate and compliant payrolls
- Your current calendar year wages and taxes for active and terminated Employees
- Your filed payroll tax returns and reports
You shall provide lawful, accurate, timely and complete Employer Data and Employee Data, including but not limited to, (i) data that Zoho, Check and/or Bank requires to facilitate payroll payments and associated payments to respective employees and tax authorities, and (ii) your legacy data and information relating to payroll services provided by previous payroll providers, including any legal documents or information accurately transmitted from those documents. The Employer and Employee Data necessary for providing the Services may be updated from time to time.
Zoho has no obligation to verify the accuracy of Employer Data or Employee Data and will rely solely on the accuracy, timeliness, and completeness of the information you provide. For the avoidance of doubt, Zoho may refuse to onboard you if you fail to provide accurate Employer or Employee Data upon Zoho's request.
You acknowledge and agree that, in the event of incorrect or inconsistent data provided by you or your failure to provide required data for implementation of the Services, Zoho may (i) refuse to complete the implementation; (ii) request additional information from you or your employees; or (iii) require an absolution letter or other acknowledgment from you regarding data inconsistencies and its potential impact on tax return filing and associated liabilities.
In the event of any update or change to the Employer Data and Employee Data, you shall ensure that you promptly notify Zoho in writing of such update or change.
Zoho does not warrant or guarantee any partial or full correction of any errors resulting directly or indirectly from Zoho's reliance on information provided by you, changes to such information, or requests to change such information. Zoho also does not provide any warranty as to the timing of such corrections. If any interest or penalty arises from these errors, You acknowledge and agree that Zoho and/or Check will not be liable for such liabilities. Zoho reserves the right to charge additional fees for any error corrections or form amendments, require your written authorization for the corrections or amendments, or may refuse to effect such corrections or amendments.
In addition to the information required above, you will be required to provide all Employer Data and Employee Data, that Check may deem necessary or appropriate for Check’s due diligence of Employers and employees, that relates to
- (i) fulfillment of Check’s legal obligations,
- (ii) anti-fraud analysis, and
- (iii) Employer risk and credit analysis.
You acknowledge and agree that Check retains the right to conduct necessary due diligence on you and your employees before providing the Services. Following this due diligence process, or in the event that Check is unable to conduct such due diligence as a result of your or your employees' failure to provide required information, Check reserves the right, in its sole discretion, to deny the Services to an Employer or employee.
Check will maintain Employer Data and Employee Data for a reasonable period of time
- (i) where retention is required by applicable laws and regulations, and
- (ii) unless requested by the Employer in writing to Zoho, as required for Check to meet all quarter-end and year-end tax filing obligations on behalf of Employers.
Check will facilitate timely payment of all payroll and tax payments owed by Employers to Employees via Check Payments, another Check-affiliated entity duly licensed to conduct money transmission, or a custodial account owned and controlled by Bank in transactions involving Bank. Check will provide Bank with such information as required by Bank to allow Bank to facilitate the payments, including payroll files, pursuant to which Bank will transfer funds from an Employer-designated account via ACH into a designated custodial account and facilitate the payroll payments and associated tax payments from such custodial account. You will be required by Check to provide necessary authorizations, both on your behalf and on behalf of your employees, with respect to such ACH fund transfer.
You acknowledge and agree that Check will provide to Bank or other payment platform the calculation of payroll amounts due from you to each of your employees, and amounts due from you to each taxing authority, based on information Check assembles from Employer Data and Employee Data, as necessary to effect the payment transactions in connection with the Services provided hereunder.
Zoho and/or Check is not obligated to provide the Services including, without limitation, facilitating Bank’s payment of wages or taxes or the preparation or filing of tax returns, if you have not timely remitted to Bank the funds for wages and tax payments. Further, Zoho reserves the right to terminate an Employer or employee based upon any information or authorization request that remains unanswered for more than thirty (30) days.
Zoho will provide Services to you, contingent upon the successful enrollment of you and your employees and Check’s confirmation that all legal, data, and due diligence requirements have been satisfied.
You and your employees shall provide all necessary cooperation to Zoho, Check and any bank, insurance company, regulatory or law enforcement agency, or attorney or collections firm engaged by Check, related to,
- (i) fraud or illegality alleged against you or your employee,
- (ii) your failure to provide sufficient payroll or tax funds,
- (iii) recovery of funds erroneously issued or transferred to any payee or credited to any payee’s account, or (iv) remedy any other errors occurring due to fraud, mistake, or erroneous or changed payment information.
You shall reasonably cooperate
- (i) by providing reasonable copies of documents; and
- (ii) with any state or federal regulator, related to the maintenance of Check’s state-level licenses, federal registration as a Money Service Business, Soc 2 certifications, or any similar designations, as related to the performance of Check's obligations under this Agreement
Zoho will provide you or your employees with communications related to
- (i) successful or unsuccessful debiting or crediting of funds,
- (ii) reversal of funds,
- (iii) suspected fraud attempts,
- (iv) changes to Employer or employee bank account or other material information, or
- (v) any other communication initiated by a legal or regulatory authority, required by law or regulation, or reasonably determined by Check to be necessary for the effective and compliant operation of the Services, only upon receiving such communications from Check
You shall cooperate by providing necessary Employer and employee information to Zoho required for ongoing tax filing obligations, even after the termination of the agreement between Zoho and Check related to the Services.
You understand and agree that the provision of any add-on services required by you will be contingent upon your payment of the applicable fees for such services.
You, on your behalf and on behalf of your employees represent and warrant that
- (i) you have authorized Zoho to make the Services available to you through Zoho Payroll, and you have authorized Zoho to disclose Employer Data and Employee Data to Check in connection with this Agreement and for Check to disclose Employer Data and Employee Data to Bank(s);
- (ii) all data (including without limitation, data regarding wages, category of taxes, hours worked, location of services, and all other payroll-related information) provided for availing the Services is accurate;
- (iv) you have obtained all necessary consent from the employees in connection with your availing of the Services;
- (v) you have authorized Zoho to receive Payroll Data from Check; (vi) the Employers and Employee Data will not, to the best of your knowledge, infringe, or constitute an infringement or misappropriation of, any intellectual property rights or other proprietary rights of a third party, including any rights of publicity or privacy.
You shall indemnify, defend and hold harmless Zoho and their respective officers, directors, employees, agents, successors and assigns from and against any and all loss, damage, liability, and expense arising from any claim brought against Zoho
- (i) alleging that your use of Services in violation of the Agreement, infringes upon any patent, copyright, trademark, trade secret, or other proprietary right of a third party, or otherwise harms such third party (including any rights of publicity or privacy);
- (b) resulting from missed, delayed, or inaccurate payments to employees and/or taxing authorities resulting from Zoho's use of or reliance on information or data furnished by you;
- (c) resulting from actions taken by Zoho in connection with the Services at the direct request or instruction from you;
- (d) resulting from your use or disclosure of Employee Data without such Employee’s consent; or (d) resulting from your gross negligence, fraudulent activity, or willful misconduct.
Your use of the Services is at your own risk. Zoho is not in the business of providing legal, regulatory, financial, accounting, employment, or other professional services or advice, and neither the Services nor any statements or representations made by Zoho, either verbally or in writing of any kind, should be considered legal, tax, compliance, or accounting services or advice. You should consult with a professional who is credentialed or licensed in the relevant area for advice. Your use of the Services does not relieve you of, or cause Zoho or Check to assume, in part or in full, any obligations under applicable federal, state, or local laws, regulations, or ordinances, including to retain records relating to your data or your employees' data.
THE SERVICES ARE PROVIDED ON AN “AS IS” OR “AS AVAILABLE” BASIS. ZOHO SPECIFICALLY DISCLAIMS ALL OTHER REPRESENTATIONS, WARRANTIES, CONDITIONS, AND GUARANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, WITH RESPECT TO THE SERVICES, OR ANY OTHER ITEMS OR SERVICES COVERED BY OR FURNISHED UNDER THIS AGREEMENT, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY (A) OF MERCHANTABILITY, (B) OF FITNESS FOR A PARTICULAR PURPOSE, (C) OF NON-INFRINGEMENT OR (D) ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING, OR USAGE OF TRADE. ZOHO DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE AND MAKES NO WARRANTIES AS TO THE AVAILABILITY OR ACCESS TO THE SERVICES.
ZOHO WILL NOT BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES IN CONNECTION WITH THIS AGREEMENT, HOWEVER CAUSED AND UNDER WHATEVER THEORY OF LIABILITY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
You acknowledge and agree that Zoho and Check will each be responsible to you for their respective Services: Zoho for Zoho Payroll and Check for Check's Services.
Zoho shall not be liable for any damages (direct or indirect) that you may suffer in connection with (i) Check's or Bank's use of your data; or (ii) your use or inability to use the Services.
Complaints from you or your employees will be addressed by Check pursuant to Check’s complaints policy, available at https://www.checkhq.com/complaints-policy/
Zoho reserves the right, at any time to
- (i) modify the Services;
- (ii) temporarily or permanently disable the Services to any or all Employers and employees ;
- (iii) modify the Agreement, without any prior notice.