Skip to main content

Payroll Terms of Service

CHECK PAYROLL USER SERVICE TERMS AND

TERMS OF SERVICE

Check Payroll User Service Terms

Last updated July 3, 2023

These Payroll User Service Terms (“Payroll Terms”), along with the general Check Terms of Service available at www.checkhq.com/terms and the Check Banking Services Addendum available at https://www.checkhq.com/page/banking-addendum, which are expressly incorporated herein, set forth the terms and conditions under which Check Technologies, Inc. and/or any of its subsidiaries and affiliates (“We” or “Check”) agrees to provide the company (collectively, the “Company,” “You” or “Your”) with certain payroll services and other related services (the “Payroll Services”). The Payroll Services are provided by Check to You based upon information collected and communicated to Check by a service provider. You acknowledge and understand that You are purchasing the Payroll Services through Your service provider, which in turn pays fees to Check for the Payroll Services provided to You and other customers pursuant to a services agreement. You acknowledge and understand that Check is a separate business entity from Your service provider and has no control over Your service provider’s actions, and any agreement you make with Your service provider is entirely separate from the terms contained herein. You acknowledge and understand that these Payroll Terms are in addition to any terms You have with Your service provider, but that Your service provider is intended to be a third-party beneficiary of these terms.

Certain services offered as part of the Payroll Services may be regulated money transmission or similar services within the meaning of laws that apply to those services. Those services are provided to you by Check Payments LLC or by a licensed partner and/or affiliate of Check Payments LLC and not by Check Technologies, Inc. Please see the Check Payments LLC Licensing page for more information.

The individual agreeing to these terms, by checking the box, agrees to these Payroll Terms, certifies that you are authorized to make this agreement on behalf of the Company, and agrees that your acknowledgement of these Payroll Terms serves as your digital signature to this binding contract. If the Company does not agree to these Payroll Terms, do not use the Payroll Services.

1 Payroll Services

1.1 General.

We will provide the Payroll Services to You as long as You are subscribed to the Payroll Services and You comply with these Payroll Terms.

We provide You with the Payroll Services for the purposes of (i) calculating payroll and its associated liabilities for the Company; (ii) processing payroll and making related payroll payments (which will be reflected on employee bank statements as a payment from Check or from your service provider); (iii) making certain payroll tax payments and payroll tax filings electronically; and (iv) if applicable, sending wage garnishments to local, state, or federal agencies. You appoint Check as Your agent for the limited purpose of providing the Payroll Services.

You may be required to agree to additional terms and conditions and complete and sign additional forms or authorizations that We provide to You, as required by law or as otherwise necessary to provide the Payroll Services.

You may not commercialize the Payroll Services or use them for anyone other than the Company.

1.2 Information.

We rely on the information furnished by You to perform the Payroll Services. This includes information and forms created prior to Check providing the Payroll Services, including (but not limited to) employee W4 forms, ACH credit and debit authorizations, which You are required to maintain and relay accurately, and payrolls that pre-date Check’s involvement. We are not responsible or liable for any errors or inaccuracies in information furnished by You, or for your failure to maintain original documents as legally required.

Prior to Your initial payroll processing date, You must submit the completed and executed documents We require for providing the Payroll Services, including Your payroll and bank account information, any required federal, state, or local powers of attorney, and any additional information that We request. You are also responsible for: (i) remitting any federal, state, and local withholding liabilities incurred prior to enrolling in the Payroll Services; and (ii) submitting any payroll returns to tax agencies that were due for payroll tax liabilities incurred before using the Payroll Services.

1.3 No Fiduciary Duty; Your Legal Obligations; Necessary Consents.

You acknowledge and agree that, (i) in performing the Payroll Services, We are not acting in a fiduciary capacity for the Company; (ii) using the Payroll Services does not relieve You of Your obligations under federal, state, or local laws, regulations, or ordinances; (iii) You should not construe any information provided directly or indirectly by Check through Your use of the Payroll Services to be legal, tax, or accounting advice; and (iv) the Payroll Services may not include all functions necessary to operate the Company or to meet all federal, state, and local payroll reporting obligations applicable to the Company. You specifically acknowledge that general and specific determinations related to satisfaction of legal requirements related to minimum wage, overtime, pay frequency, and the classification of a worker as an employee vs. an independent contractor are your sole responsibility. In the event We provide gross wage calculation support, You acknowledge that calculating and providing employees’ regular rate of pay remains your sole responsibility.

You represent and warrant that You have provided all notices and obtained all consents necessary to provide Check with the information and permissions required to provide the Payroll Services, including information from your employees and/or independent contractors. You acknowledge and understand that in providing the Payroll Services, We act as an intermediary between You and Your employees and/or independent contractors specifically and solely with respect to the delivery of payroll funds owed. If you are a household employer, you agree to provide, and authorize Check to maintain, all personal information required to prepare the appropriate tax returns and schedules.

Although You will authorize Check to act as Your Reporting Agent with the Internal Revenue Service by signing the IRS Form 8655, Reporting Agent Authorization, You acknowledge and agree that such authorization does not relieve You of Your responsibility to (or from liability for failing to) ensure that all tax returns are filed timely and that all federal tax deposits and federal tax payments are made timely.

2 Payroll Information

2.1 Entries; Approval.

You must approve and submit Payroll Information (as defined below) to authorize Check to create and transmit credit or debit entries (the “Entries”) necessary to process Your payroll and payroll tax transactions.

You will be notified via electronic communication or by other means when We have received all information necessary to begin the Payroll Services and the enrollment process for the Payroll Services has been completed. Prior to Check submitting Your first payroll, You will review the Payroll Information for completeness and accuracy. For purposes of these Payroll Terms, “Payroll Information” means any information We collect in connection with the Payroll Services, including but not limited to information You provide to Check (or Your service provider, as applicable) (“Submitted Payroll Information”) and all information used to calculate and pay employee payroll, track Your defined employee benefits, pay payroll taxes to applicable taxing agencies (including Your legal name and address, employer identification number(s), unemployment insurance tax rates, and employment tax deposit schedule), produce payroll tax returns and W-2 statements. You must submit Payroll Information that is correct and up-to-date. You are responsible for any losses, liabilities, claims, demands, damages, expenses or costs (“Claims”), including but not limited to IRS penalties and/or interest, and other penalties and/or interest arising from the failure to timely provide and maintain accurate and complete Payroll Information at all times. You may be asked to acknowledge and accept liability for past mistakes or inaccuracies in Submitted Payroll Information; in the event you fail to do so, Check may refuse to provide the Payroll Services.

2.2 Entries; Representations and Warranties.

By allowing Check to submit each payroll, You agree to and represent and warrant the following for each and every payroll: (i) You approve all Payroll Information; (ii) You do not currently conduct business with any individual or entity that is subject to sanctions by the Office of Foreign Assets Control of the U.S. Department of the Treasury, businesses and individuals on other government-maintained sanctions lists, or businesses or individuals in Cuba, Iran, North Korea, the Crimea Region, or Syria; (iii) no Submitted Payroll Information will result in Entries that would violate the sanctions program of any U.S. government agency or any other applicable laws, rules, or regulations; (iv) You waive and release any Claim against Check arising out of any errors or omissions in the Payroll Information which You have not corrected or have not requested Check to correct; and (v) You acknowledge that any subsequent request for corrections will be considered special handling and additional fees may be charged. Final responsibility for any audits or assessments rests with You. We will not have any responsibility for verifying the accuracy of any data You provide via the Payroll Services or via any other method.

3 Payroll Authorizations

We will use reasonable efforts to verify that anyone providing an instruction to approve, release, cancel, or amend the Payroll Information used to create Entries (each, a “Payment Order”) to be originated by Check is authorized to do so. You are responsible for reviewing and verifying Payment Orders for accuracy.

If a Payment Order describes the payee or participating financial institution inconsistently by name and account number, We may use the information provided to identify the correct payee or refuse to accept or return the Payment Order.

4 Bank Account Debiting and Crediting

You understand and agree that Check, its depository institutions and service providers will use the Automated Clearing House (ACH) network to initiate debit, credit, and non-monetary Entries to and from the deposit account(s) You designate for our use in providing Payroll Services (each, a “Bank Account”). You authorize Check, its depository institution and service providers to initiate these ACH debit, credit, and non-monetary Entries to your Bank Account from time to time, in the amounts and on the days required for Check to provide Payroll Services on your behalf and for You to fulfill your payment obligations and promises Check under the Terms of Service. You promise that all ACH transactions You authorize and We process to perform Payroll Services on your behalf will comply with all applicable laws and the NACHA Operating Rules and Operating Guidelines, as amended from time to time. You agree to provide Check with a separate authorization upon request, via a Check-provided form, for Check or any entity designated by Check to initiate certain ACH debit, credit and non-monetary entries to your Bank Account. You further agree to provide the depository institution holding your Bank Account (the “Bank”) with any additional authorizations or information it may require. These authorizations will remain in full force and effect until You provide Check with written notice of termination of any such authorizations in such time and such manner as to afford Check and the Bank a reasonable opportunity to act upon such notice. You acknowledge that the failure to provide these authorizations or the termination of the authorizations for any reason may result in Check’s immediate termination of your access to the Payroll Services. Should you choose to provide Your employees’ bank account information on their behalf to Check or Your service provider, You certify that you are maintaining authorizations from those employees for Check to credit and, as legally necessary to correct an error or overpayment, debit funds from those employees’ accounts. You will provide proof of all employee authorizations upon request. Check is not responsible for determining whether the bank accounts of any payors or payees have deposit or withdrawal restrictions.

5 Requirements for Bank Account Funds

5.1 Available Funds; Amounts Due.

You will maintain in the Bank Account immediately available funds sufficient to cover all disbursements, fees, payroll taxes or any other amounts due (collectively, the “Amounts Due”) under these Payroll Terms; such funds must be available to Check as of the date and time We originate the Entries for the Amounts Due.

We will not be liable for any consequences or Claims directly or indirectly arising from a failure to pay Amounts Due to the applicable parties resulting from Your failure to make sufficient funds available to Check via the Bank Account. If there are not sufficient funds in the Bank Account We may (i) require you to pay all outstanding disbursements to employees and independent contractors directly; (ii) refuse to pay any unremitted payroll taxes to the applicable tax agencies, in which case You will be solely responsible for the payroll tax liability; (iii) pay some or all of the Amounts Due as requested, then take all appropriate actions as are necessary to recoup the funds from You, including via third-party collection agency or legal action; (iv) repeat the debit attempt up to two additional times; (v) require current and/or future payments to be remitted through an alternative payment method; (vi) refuse to perform further Payroll Services, including filing tax returns for current or future quarters; and/or (vii) immediately terminate these Payroll Terms. In the event that Check incurs any financial obligations or liabilities resulting from Your failure to make sufficient funds available to Check, including any legal or collection fees incurred in the course of collecting Amounts Due from You, You agree to reimburse Check for all such amounts.

5.2 Use of Amounts Due.

Amounts Due will be held for Your benefit in accounts at state- or federally-insured financial institutions (collectively, the “Payroll Account”) until such time as those payments are due to Your employees and/or independent contractors and the appropriate taxing agencies, and no interest will be paid to You on these amounts. You acknowledge that,, depending on Check’s depository institution and applicable legal requirements, we may or may not not have access to or control over such funds. In the event we do not control such funds, Check will follow the terms in the Banking Addendum attached hereto.

You acknowledge that We are entitled to invest the Amounts Due in accordance with Check’s investment guidelines established from time to time, and that Check, in its own capacity, is entitled to all income and gains derived from or realized from such investments and are not accountable to You, Your employees, or any other person for such income or gains. We may pledge any investments held in the Payroll Account in connection with a loan, rather than convert such investments to cash for each tax payment. To the extent We receive the Amounts Due, we will indemnify and hold You harmless from and against any loss of any portion of the principal amount of the Payroll Funds We cause while holding the funds in our Payroll Account. If We incur losses on the Payroll Funds or use the Payroll Funds for any other purpose, We will make the required payroll direct deposits and payroll tax deposits on Your behalf by using Check’s own funds or other assets.

You acknowledge that no state or federal agency monitors or assumes any responsibility for Check’s financial solvency.

6 ACH Origination, Transactions, and Entries

6.1 NACHA Rules; UCC.

The Payroll Services will enable You to enter, approve, and submit the Payroll Information to Check for creation, formatting, and transmission of Entries in accordance with the NACHA Rules and Article 4A of the Uniform Commercial Code as amended from time to time (“UCC”). We may reject any Payroll Information or Entry which does not comply with the requirements in these Payroll Terms, NACHA Rules, or the UCC. If any Payroll Information or Entry is rejected, We will make a reasonable effort to notify You promptly, either directly or through Your service provider, so that You may correct such Payroll Information or request that We correct the Entry and resubmit it. If You request that We correct any Payroll Information or Entries on Your behalf due to incorrect Payroll Information You have provided, We may attempt to do so; provided, however, that We are not obligated to make any requested correction, and We are not liable for any Claims or other consequences that may directly or indirectly result from Check’s attempt to correct, or failure to correct, such Payroll Information or Entries.

6.2 NACHA Roles.

You acknowledge that You are the Originator (as defined in the NACHA Rules) of each Entry and assume the responsibilities and liabilities of an Originator under the NACHA Rules. You further acknowledge that under the NACHA Rules and the UCC, We as a Third-Party Sender (as defined in the NACHA Rules), are required to make certain warranties on behalf of the Originator with respect to each Entry. You agree to indemnify Check for any Claim which results, directly or indirectly, from a breach of such a warranty made by Check on Your behalf, unless such breach results solely from Check’s own gross negligence or intentional misconduct. You also acknowledge that under the NACHA Rules and the UCC, We are required to indemnify certain persons, including, without limitation, the ODFI (as defined in the NACHA Rules), for the Originator's failure to perform its obligations thereunder. You agree to indemnify Check for any Claims which result from the enforcement of such an indemnity, unless the enforcement results solely from Check’s own gross negligence or intentional misconduct.

You acknowledge that we may, on a future date and in accordance with any licensing and other legal obligations, assume the responsibility for creating, formatting, and transmitting Entries necessary to process Your payroll and payroll tax transactions in accordance to NACHA rules and the UCC (“ACH Origination”). Check reserves the right to select a participant bank of its choice to act as the Originating Depository Financial Institution (“ODFI”) with respect to such ACH transfers.

You expressly acknowledge that Check does not intentionally or knowingly engage in or support International ACH Transactions (“IATs”), as defined by NACHA. You represent and warrant that (i) the direct funding for the Entries originated by Check on your behalf does not come from or involve a financial agency office that is located outside the territorial jurisdiction of the United States; (ii) You will not instruct Check to create, originate or transmit Entries that are IATs or Entries using a Standard Entry Class Code (as defined by NACHA) other than IAT if such Entries are required to be IATs under NACHA rules; and (iii) You will not engage in any act or omission that causes or results in Check creating, originating or transmitting an IAT or a payment that should have been categorized as an IAT pursuant to NACHA rules. Check may, in its sole discretion, temporarily or permanently suspend providing the Services to You, without liability, if Check has reason to believe that You have breached any of the foregoing representations and warranties in this paragraph. You shall indemnify and hold harmless Check from any losses incurred by Provider in connection with Company’s breach of the foregoing representations and warranties in this paragraph.

6.3 Changes; Corrections.

After Check has received Your Submitted Payroll Information, You may not be able to cancel or amend such Submitted Payroll Information. We will use reasonable efforts to act on any cancellation or amendment requests We receive prior to transmitting the Entries to the ACH or gateway operator, but We will have no liability if the cancellation or amendment is not effected. You will reimburse Check or your service provider for any expenses, losses, fines, penalties, or damages We may incur in effecting or attempting to effect such a request. Except for Entries created from Payroll Information that has been re-approved by You and re-submitted in accordance with the requirements of these Payroll Terms, We will have no obligation to retransmit a returned Entry to the ACH or gateway operator if We complied with the terms of these Payroll Terms with respect to the original Entry.

6.4 Entry Reversals.

We will make a reasonable effort to reverse an Entry upon Your request but will have no responsibility for the failure of any other person or entity to honor Your request and We cannot guarantee that the Entry will be successfully reversed. You agree to reimburse Check or your service provider for any costs or expenses incurred in attempting to honor such a reversal request. By initiating a request to reverse an Entry that was credited to a payee, You represent and warrant to Check that You have already obtained the payee’s consent for the reversal, if such consent is required under the NACHA Rules or the UCC.

7 Payroll Processing Schedule

We will process the Submitted Payroll Information and Entries in accordance with Check’s then-current processing schedule applicable to You, provided that (i) We receive the Submitted Payroll Information no later than the applicable cut-off time for Submitted Payroll Information on a business day; and (ii) the ACH is open for business on that day. If any of the requirements of clauses (i) or (ii) of this paragraph are not satisfied, We will use reasonable efforts to process the Submitted Payroll Information and transmit the Entries to the ACH as part of the next regularly-scheduled file We create.

Check’s standard processing time for Payment Orders is four (4) business days, but if You qualify for one of Check’s expedited payroll processing programs (each, an "Expedited Payroll Program"), then subject to the provisions of this paragraph, We will process the Payment Orders in less than four (4) business days. Whether You initially qualify for or continue to qualify for the Expedited Payroll Programs is decided by Check in its sole discretion; We have no obligation to provide expedited payroll processing services to you. Events including but not limited to making insufficient funds available for Amounts Due may cause Check to cancel expedited payroll processing services immediately and without notice to You.

8 Business Diligence

In order to meet Check’s legal obligations, evaluate risk and prevent fraud, We will perform certain diligence on the Company, either with or without notice to You. You acknowledge and agree that you will comply with Check’s efforts by providing Company information or documents upon request.

You understand that you may be asked to authorize a credit report for the Company or certain affiliated individuals; your refusal to provide such authorization may cause Check to decline to offer some or all of the Payroll Services to the Company.

In the event that Check determines the Company presents a risk of fraud or financial harm to Check or Your service provider, Check reserves the right to deny or limit Your access to the Payroll Services.

You also understand that We may request, and You will be obligated to provide, additional information or documentation related to Submitted Payroll Information or any transaction that You ask Check to perform. You acknowledge that Check can refuse to process a payroll if it concludes that the transaction is potentially fraudulent or creates undue risk to Check or Your service provider. You also acknowledge that Check may be obligated, in accordance with its legal obligations or the legal obligation of the financial institutions maintaining the Payroll Account, to report any suspicious or irregular activity involving the Payroll Services.

9 Taxes; Liability

We will only file tax returns on Your behalf once You have processed Your payroll through the Payroll Services and the payroll has been paid out to the payees. We may decide not to file Your payroll tax returns, or pay Your payroll taxes, if there are any unresolved problems with Payroll Information You submitted or We requested from you. Check’s sole liability and Your sole remedy for Check’s failure to perform the payroll tax portion of the Payroll Services shall be as follows: (i) We will remit the payroll taxes received from You to the appropriate taxing authority; and (ii) We will reimburse You or pay directly to the appropriate taxing authority any penalties resulting from Check’s error or omission, provided that You must use reasonable efforts to mitigate any penalties or losses resulting from Check’s negligent error or omission.

Check will choose a frequency of tax remittance on Your behalf unless You are located in a state where specific information from You is required (see “State-Specific Information,” below).

Important Tax Information: Even though You have authorized Check to file payroll tax returns and make payroll tax payments, ultimately, You are held responsible by taxing authorities for the timely filing of employment tax returns, the accuracy of those returns, and the timely payment of employment taxes for Your employees. We and the IRS recommend that You enroll in the U.S. Treasury Department's Electronic Federal Tax Payment System ("EFTPS"), to monitor Your IRS account and ensure that timely tax payments are being made for you. You may enroll in the EFTPS online at www.eftps.gov, or by calling (800) 555-4477 for an enrollment form. State tax authorities generally offer similar means to verify tax payments. You should contact the appropriate state offices directly for details.

10 Failed Direct Deposits

In the event that a Payment Order fails to be paid to the payee, We cannot ultimately make a successful payment on Your behalf to the payee, and the funds are returned to Check’s Payroll Account (“Unpaid Funds”), We will notify You of such Unpaid Funds and provide You with the appropriate details related to those funds. In addition, We will return the Unpaid Funds to You in accordance with Section 6 of these Payroll Terms. You are required to contact payees and/or otherwise resolve the Unpaid Funds. You acknowledge that You are responsible for complying with all applicable state unclaimed or abandoned property laws related to Unpaid Funds and You hereby expressly release Check from all liability and Claims directly or indirectly arising from state unclaimed or abandoned property laws, including any applicable penalties and/or interest. You may update the required wage and payroll information as necessary to reflect any necessary changes in accordance with the provisions of these Payroll Terms to allow Check to re-perform the Payroll Order on Your behalf.

11 Limitation of Liability

To the fullest extent permitted by applicable law, Check and its officers, directors, agents, partners and employees will not be liable to You under any theory of liability—whether based in contract, tort, negligence, strict liability, warranty, or otherwise—for any indirect, consequential, exemplary, incidental, punitive or special damages or lost profits, even if Check or its officers, directors, agents, partners and employees have been advised of the possibility of such damages.

Except for (i) the obligation to remit funds that are processed under these Payroll Terms, (ii) amounts that are in Check’s possession that are rightfully owed to you, or (iii) Check’s own gross negligence or intentional misconduct, Check’s total liability for any claim arising out of or relating to these Payroll Terms, regardless of the form of the action, will not exceed the amounts You have paid to Your service provider for use of the Payroll Services in the six (6) month period immediately preceding the events giving rise to the applicable claim.

If You become aware of, or reasonably should have been aware of, any facts, issues, information, or circumstances which are reasonably likely, whether alone or in combination with any other facts, issues, information, or circumstances, to lead to a claim against Check or You in connection with these Payroll Terms, You must notify Check promptly and use reasonable efforts to mitigate against any loss that may give rise to such a claim.

12 Termination of the Payroll Services

12.1 Grounds for Termination.

Check reserves the right to terminate the Payroll Services immediately in the event Your failure to adhere to these Payroll Terms or Check’s Terms of Use or Privacy Policy, or the actions of any business affiliated with You, creates a material risk to Check’s business operations. Actions that may give rise to immediate termination include (but are not limited to) repeated or systemic failure to provide accurate Submitted Payroll Information; misrepresentation of Company or individuals using the Payroll Services on behalf of Company; use of Payroll Services by unauthorized individuals or entities or in a manner other than their intended purpose; violation of Check’s intellectual property rights or attempts to reverse engineer any aspect of the Payroll Services; failure to adhere to privacy or other obligations related to payees’ personal information; any action that violates applicable state or federal law; or any action that endangers Check’s platform or the information contained therein.

12.2 Effect of Termination.

You acknowledge and understand that if You terminate the Payroll Services or We terminate the Payroll Services, then such termination may not be reversible. In the event that You or We terminate the Payroll Services, then as of the time of such termination, We will have no obligation to make further payroll tax filings on Your behalf. Notwithstanding the foregoing, if You or We terminate the Payroll Services, You will be asked to make specific elections regarding whether You would like Check to make certain final payroll tax filings (such filings, the "Final Payroll Tax Filings") on Your behalf following such termination of the Payroll Services (such elections, the "Post-Termination Filing Elections"). If You do not provide Check with Your Post-Termination Filing Elections promptly following termination of the Payroll Services, then You authorize Check to make the Post-Termination Filing Elections for You on Your behalf (the "Check Selections"). You acknowledge and agree that We may rely on Your Post-Termination Filing Elections and the Check Selections, and We are not responsible or liable for (i) any consequences or Claims arising (directly or indirectly) from such reliance; or (ii) any resulting errors, or any consequences or Claims arising (directly or indirectly) from any resulting errors, in the Final Payroll Tax Filings.

13 Miscellaneous

You agree that You and We are independent contractors and nothing in these Payroll Terms shall establish any relationship of partnership, joint venture, employment, franchise, or agency between us. Except as otherwise provided for in these Payroll Terms, neither You nor We will have the power to bind the other or incur obligations on the other party’s behalf without the other party’s prior written consent.

The obligations and rights established by these Payroll Terms may not be assigned or transferred by You without Check’s prior written consent and any attempted assignment without such consent will be void. Notwithstanding the foregoing, Check may assign or transfer these Payroll Terms, including any of its rights and obligations without the other party’s consent. These Payroll Terms are binding on the parties hereto and their respective successors and permitted assigns.

Check reserves the right, in its sole discretion, to modify or replace these Payroll Terms from time to time. If We make material modifications to these Payroll Terms, We will post the modification on our website and update the “Last Updated” date at the top of the Payroll User Service Terms. Any change to these Payroll Terms will be effective as of the Last Updated date at the top of this page. By continuing to access or use the Payroll Services after the Last Updated date, you are indicating that you agree to be bound by the modified Payroll Terms. You agree that it is your responsibility to check these Payroll Terms periodically for changes and that your use of the Payroll Services following the posting of any changes to these Payroll Terms constitutes acceptance of those changes. If the modified Payroll Terms are not acceptable to You, You may not access or use the Payroll Services. Check’s failure to enforce any term or condition shall not be deemed a waiver of the right to later enforce such term or condition or any other term or condition. If any provision of these Payroll Terms is found to be void or unenforceable, that provision will be enforced to the maximum extent possible, and the remaining provisions will remain in full force and effect. Except as these Payroll Terms (including in this Section) otherwise allow, You and We will cooperate with one another and negotiate and enter into such additional agreements or provide additional documentation as may be reasonably necessary to fulfill the business understandings intended by these terms.

We shall not be liable for any delay or failure to perform due to causes beyond Check’s reasonable control. These Payroll Terms contain the entire agreement and understanding between You and Check with respect to the subject matter thereof and supersedes all prior agreements, negotiations, representations, and proposals, written and oral, relating to such subject matter. These Payroll Terms will not be construed in favor of or against any party by reason of the extent to which any party participated in the preparation of these Payroll Terms.

These Payroll Terms shall be governed by, subject to, and interpreted in accordance with the laws of the state of New York, without regard to conflict of laws principles. The parties irrevocably consent to the exclusive jurisdiction of, and venue in, any federal or state court of competent jurisdiction located in the Borough of Manhattan, for the purposes of adjudicating any action or proceeding to enforce the terms of this Agreement. The parties agree that these Payroll Terms and the transactions contemplated therein shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods or the Uniform Computer Information Transactions Act, as currently enacted by any jurisdiction or as may be codified or amended from time to time by any jurisdiction. English shall be the governing language of these Payroll Terms. Both parties agree that they will use all reasonable commercial efforts to resolve any dispute between them before recourse to judicial or other forms of administrative process, which efforts shall include a meeting between the chief executive officers of each organization in which both parties will make a good faith effort to resolve such disputes.

14 State-Specific Information

For businesses located in Georgia or Massachusetts: Your frequency of tax remittance will be determined by Check based upon information provided by You. You are obligated to provide Check with all information required to choose a tax remittance frequency.

For businesses located in Indiana: in the event that Check fails to deposit or remit Your withholding taxes when due, and the failure is not caused by You, Check shall be responsible for, and assume all obligations for, the payment of any penalties or interest assessed by the Indiana Department of Revenue as a result of the failure.

[Updates for this page:https://www.checkhq.com/page/banking-addendum ]

Check Banking Services Addendum

Last Updated: July 3, 2023

This Check Banking Services Addendum (this “Addendum”) is incorporated into and made a part of the Payroll User Service Terms (the “Agreement”) between you (“you” or “Check User”) and Check Technologies, Inc. and/or any of its subsidiaries and affiliates (“Check”). Capitalized terms used in this Addendum that are not otherwise defined will have the meaning provided in the Agreement.

1. Definitions

“Bank” means any financial institution partner where Check maintains a "for benefit of" account for the benefit of a Check User.

“Bank Account” means a bank depository account provided by the Bank.

“Banking Services” means bank depository, payment and money movement services provided by Bank

2. The Bank Account. The Bank has established a deposit account for the benefit of Check’s Users. Bank will hold title to all funds deposited in the Bank Account for the proportionate benefit of Check’s Users as shown on the records maintained by Check and/or the Bank (or its third-party service provider), as applicable. The funds will be held in the Bank Account until such time as a Check User directs a transfer from the Bank Account. By providing transfer information to Check, Check User authorizes Check, acting as its designated agent, to instruct the Bank to make transfers to and from the Bank Account.

3. Check User Relationship with Bank. Check is not a bank. Check partners with the Bank to provide Banking Services to you. The Bank is an intended third party beneficiary of the Agreement, including this Addendum, and will provide the Banking Services and act as custodian of the funds in the Bank Account for the benefit of all Check Users who have deposited funds in the Bank Account. The funds deposited in the Bank Account will be held in the name of the Bank, as custodian. Check User acknowledges and agrees that funds transferred into the Bank Account may be pooled and commingled with funds of Check and other Check Users. Fees related to the Banking Services, if any, will be outlined in a fee schedule provided separately by Check or the Bank.

4. Check User Relationship with Check. Check User hereby appoints Check to act as Check User’s agent for the purpose of the fulfillment of the Banking Services, including without limitation, to: (i) receive and provide notices and communications on Check User’s behalf; (ii) maintain records of the Bank Account and transactions on the Bank Account; (iii) authorize and direct the Bank to debit and credit accounts at other financial institutions; (iv) make individual transaction information available to Check end users; (v) collect the information necessary to establish Check User’s interests in the Bank Account; (vi) disclose such information to the Bank; and (vii) take any other action that Check deems necessary or desirable to carry out the transactions constituting the Banking Services. Check User hereby authorizes the Bank to follow the instructions of Check (whether electronic, written or oral) and agrees that the Bank may completely rely on such instructions without further investigation or authorization.

5. Check’s Relationship with Bank. Check User acknowledges and agrees that Check provides certain services to and acts on behalf of the Bank, including without limitation marketing Banking Services, delivering communications on behalf of the Bank, collecting information from customers and authorizing, authenticating and completing transactions. Check User acknowledges and expressly agrees to Check acting as both Check User’s agent and as the agent for the Bank for purposes of the Agreement and the Banking Services. Check User hereby waives any conflict resulting from such relationships.

6. Identity; Cooperation. You authorize Check and Bank, directly or through third parties, to make any inquiries they consider necessary to validate your identity. This may include asking you for further information, including requiring you to provide a taxpayer identification number and other information that will allow them to reasonably identify you, requiring you to take steps to confirm ownership of your email address or financial accounts, ordering a credit report, and verifying your information against third-party databases or through other sources. The Bank reserves the right to close, suspend or limit access to the Banking Services in the event Check or Bank is unable to obtain or verify this information.

7. Disclaimer. THE BANKING SERVICES ARE PROVIDED "AS IS" AND WITHOUT ANY REPRESENTATION OR WARRANTY, WHETHER EXPRESS, IMPLIED OR STATUTORY. CHECK AND BANK SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. Neither Bank nor Check guarantees continuous, uninterrupted or secure access to the Banking Services. Check and Bank will make reasonable efforts to ensure that requests for electronic transactions are processed in a timely manner but make no representations or warranties regarding the amount of time needed to complete processing because the Banking Services are dependent upon many factors outside of Check and Bank’s control, such as delays in the banking system or the U.S. or international mail service.

Check Terms of Service

Last updated: September 3, 2021

These Terms of Service apply to all individuals that access or use products and services created by Check Technologies, Inc. or its affiliates, including all visitors to checkhq.com or checkpayments.com, all end users of Check services, all users of the Check sandbox environment, all Check customers and vendors, and all individuals receiving payroll funds from Check or its affiliates.

If you are an employer using Check’s payroll services, you are also bound by the Payroll User Service Terms.

If you are using Check’s sandbox environment, you are also bound by the Sandbox User Agreement.

Your (“User” or “you”) use of the Check Technologies, Inc. (“Check” or “we”) website (the “Site”) and other products and services offered by Check (collectively with the Site, the “Services”) are governed by these Terms of Service (“Terms”) together with our Privacy Policy. Check may change these Terms or the Privacy Policy from time to time at its discretion. Your access to the Services is evidence of your acceptance of these Terms. If you do not agree to these Terms, you may not use the Services. Your continued use of the Services means you accept changes to these Terms.

Our provision of the Services is subject to these Terms and any supplemental terms referenced herein or which we may present you with for acceptance (each, “Service Terms”), and the Service Terms will be incorporated into and form a part of these Terms. If these Terms conflict with any Service Terms, then the Service Terms will govern with respect to those services.

1. User Accounts and Account Security

You may need to register for an account (“Account”) to access some or all of the Services. If you register for an Account, you must provide accurate Account information and promptly update this information if it changes. You give us permission to obtain, verify, and record information that identifies the individual who creates or uses the Account or Services. To verify a User, we may ask for identifying documents. We retain full authority and discretion to grant or decline your use of the Services for any reason.

2. Ownership; Limited License

The Services, including the text, graphics, images, photographs, videos, illustrations and other content contained therein, are owned by us or our licensors and are protected under both United States and foreign laws. Except as explicitly stated in these Terms, all rights in and to the Services are reserved by us or our licensors. Subject to your compliance with these Terms, you are hereby granted a limited, nonexclusive, nontransferable, non-sublicensable license to access and use the Services for your own use. Any use of the Services other than as specifically authorized herein, without our prior written permission, is strictly prohibited, will terminate the license granted herein and violate our intellectual property rights.

3. User Content

The Services may allow you and other users to create, post, store or share content (collectively, “User Content”). Except for the license you grant below, you retain all rights in and to your User Content, as between you and us.

We may use and access your User Content subject to the Check Privacy Policy. We may also use and disclose User Content to third parties on an aggregated, anonymized basis and in a manner that does not identify you, in order to perform analytic sampling, improve our provision of the Services, or for any other purpose as provided in the Check Privacy Policy. Except as expressly provided in the foregoing, we will not use User Content for any purposes not expressly provided in these Terms or the Check Privacy Policy. You grant us a perpetual, irrevocable, nonexclusive, royalty-free, worldwide, fully paid, and sublicensable license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, publicly perform and display your User Content and any name, username or likeness provided in connection with your User Content or Account as permitted in these Terms.

You may not create, post, store or share any User Content that violates these Terms or for which you do not have all the rights necessary to grant us the license described above. You represent and warrant that your User Content, and our use of such content as permitted by these Terms, will not violate any rights of or cause injury to any person or entity. Although we have no obligation to screen, edit or monitor User Content, we may delete or remove User Content at any time and for any reason with or without notice.

4. Prohibited Conduct and Content

You will not violate any applicable law, contract, intellectual property right or other third-party right or commit a tort, and you are solely responsible for your conduct while using the Services. You will not:

  • Use or attempt to use another User’s Account without authorization from that User and Check;
  • Misrepresent your affiliation with a person or entity;
  • Sell, resell or commercially use the Services except as explicitly authorized by Check;
  • Copy, reproduce, distribute, publicly perform or publicly display all or portions of the Services, except as expressly permitted by us or our licensors;
  • Modify the Services, remove any proprietary rights notices or markings, or otherwise make any derivative works based upon the Services;
  • Use the Services other than for their intended purpose and in any manner that could interfere with, disrupt, negatively affect or inhibit other users from fully enjoying the Services or that could damage, disable, overburden or impair the functioning of the Services in any manner;
  • Collect from or store on the Services any personally identifiable information or protected health information of other Users without their express permission;
  • Reverse engineer any aspect of the Services or do anything that might discover source code or bypass or circumvent measures employed to prevent or limit access to any part of the Services;
  • Use any data mining, robots or similar data gathering or extraction methods designed to scrape or extract data from the Services;
  • Develop or use any applications that interact with the Services without our prior written consent;
  • Send, distribute or post spam, unsolicited or bulk commercial electronic communications, chain letters, or pyramid schemes;
  • Bypass or ignore instructions contained in our robots.txt file;
  • Violate any applicable law, rule, or regulation;
  • Use the Services for any illegal or unauthorized purpose, or engage in, encourage or promote any activity that violates these Terms; or
  • Encourage, assist, or enable any other individual to do any of the foregoing.

You may also post or otherwise share only User Content that you have all necessary rights to disclose. You may not create, post, store or share any User Content that:

  • Is unlawful, libelous, defamatory, harassing, threatening, invasive of privacy or publicity rights, abusive, inflammatory or fraudulent;
  • Would constitute, encourage or provide instructions for a criminal offense, violate the rights of any party or otherwise create liability or violate any local, state, national or international law;
  • May infringe any patent, trademark, trade secret, copyright or other intellectual or proprietary right of any party;
  • Misrepresents your affiliation with, any person or entity;
  • Contains any private or personal information of a third party without such third party’s consent;
  • Contains any viruses, corrupted data or other harmful, disruptive or destructive files or content; or
  • In our sole judgment, is objectionable, restricts or inhibits any other person from using or enjoying the Services, or may expose Check or others to any harm or liability of any type.

Enforcement of this Section 4 is solely at our discretion, and failure to enforce this section in some instances does not constitute a waiver of our right to enforce it in other instances. In addition, this Section 4 does not create any private right of action on the part of any third party or any reasonable expectation that the Services will not contain any content that is prohibited by such rules.

5. Feedback

You may voluntarily post, submit or otherwise communicate to us any questions, comments, suggestions, ideas, original or creative materials or other information about us or the Services (collectively, “Feedback”). You understand that we may use, disclose, reproduce, or license such Feedback for any purpose, commercial or otherwise, without acknowledgment or compensation to you, including to develop, copy, publish, or improve the Feedback in our sole discretion. You understand that we may treat Feedback as nonconfidential.

6. Trademarks

The Check name and our logos, our product or service names, our slogans and the look and feel of the Services are trademarks of Check and may not be copied, imitated or used, in whole or in part, without our prior written permission. All other trademarks, registered trademarks, product names and company names or logos mentioned on the Services are the property of their respective owners. Reference to any products, services, processes or other information by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation by us.

7. Repeat Infringer Policy; Copyright Complaints

In accordance with the Digital Millennium Copyright Act and other applicable law, we have adopted a policy of terminating, in appropriate circumstances, the accounts of users who repeatedly infringe the intellectual property rights of others. If you believe that anything on the Services infringes any copyright that you own or control, you may notify our designated agent as follows:

Designated Contact:Copyright AgentAddress:228 Park Ave. S, PMB 14961, New York, NY 10003 Telephone Number: (856) 393 6486 E-Mail Address:copyright@checkhq.com

Please see 17 U.S.C. § 512(c)(3) for the requirements of a proper notification. Also, please note that if you knowingly misrepresent that any activity or material on the Services is infringing, you may be liable to Check for certain costs and damages.

8. Third-Party Content

Aspects of the Services may be provided or facilitated by or in connection with our partners. By agreeing to these Terms, you acknowledge and understand that certain data or other User Content may be provided to our partners for purposes of operating the Services and that you may receive certain data or notices directly from our partners in connection with the Services.

In addition, we may provide information about third-party products, services, activities or events, or we may allow third parties to make their content and information available on or through the Services (collectively, “Third-Party Content”). We provide Third-Party Content as a service to those interested in such content. Your dealings or correspondence with third parties and your use of or interaction with any Third-Party Content are solely between you and the third party. We do not control or endorse, and make no representations or warranties regarding, any Third-Party Content, and your access to and use of such Third-Party Content is at your own risk. If you elect to receive Third-Party Content, you authorize us to submit your information to the third party to the extent necessary to facilitate the provision of Third-Party Content. You agree that by electing to receive Third-Party Content, and by consenting and authorizing us to submit your information to a third party, you have waived and released any Claim against Check and its directors, officers, and employees arising out of a third party’s use of your information, even if that use is not authorized by the applicable agreement between you and the third party.

9. Indemnification

To the fullest extent permitted by applicable law, you will indemnify, defend and hold harmless Check and our officers, directors, agents, partners and employees (individually and collectively, the “Check Parties”) from and against any third party losses, liabilities, claims, demands, damages, expenses or costs (“Claims”) arising out of or related to (a) your access to or use of the Services; (b) your User Content or Feedback; (c) your violation of these Terms; (d) your violation or alleged violation of any applicable law, rule, or regulation; (e) your violation, misappropriation or infringement of any rights of another (including intellectual property rights or privacy rights); or (f) your conduct in connection with the Services. You agree to promptly notify Check Parties of any third-party Claims, cooperate with Check Parties in defending such Claims and pay all fees, costs and expenses associated with defending such Claims (including attorneys' fees). You also agree that the Check Parties will have control of the defense or settlement, at our sole option, of any third-party Claims.

10. Disclaimers

Your use of the Services is at your sole risk. Except as otherwise provided in a writing by us, (i) the Services and any content therein are provided “as is” and “as available” without warranties of any kind, either express or implied, including implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement, and (ii) we do not represent or warrant that the Services are accurate, complete, reliable, timely, current or error-free. While we attempt to make your use of the Services and any content therein safe, we cannot and do not represent or warrant that the Services or servers are free of viruses or other harmful components. You assume the entire risk as to the quality and performance of the Services.

In providing the Services, Check relies on information provided by you. If any error results from that information, then we will attempt to correct such an error, but we make no warranties or guarantees that we will be able to partially or fully correct the error.

11. Limitation of Liability

  1. We or a Check Party are not responsible or liable for (i) User’s Content; (ii) errors resulting from our reliance on information provided by you; (iii) your delay in providing, or your failure to provide, us with information necessary for the provision of the Services; (iv) unauthorized third- party actions taken in your Account, and any transactions or claims arising therefrom; (vi) your negligence; (vii) any claims that could have been avoided or mitigated through reasonable efforts; (viii) any claims arising out of a third-party’s reliance on information provided by you; (ix) any claims arising from any action we take at your request; or (x) your failure to properly follow our instructions with respect to the Services.
  2. To the fullest extent permitted by applicable law, we and the other Check Parties will not be liable to you under any theory of liability—whether based in contract, tort, negligence, strict liability, warranty, or otherwise—for any indirect, consequential, exemplary, incidental, punitive or special damages or lost profits, even if we or the other Check Parties have been advised of the possibility of such damages.
  3. The total liability of Check and the other Check Parties for any claim arising out of or relating to these Terms or the Services, regardless of the form of the action, will not exceed the amounts you have paid to us for use of the Services in the six (6) month period immediately preceding the events giving rise to the applicable claim.
  4. The limitations set forth in this Section 11 will not limit or exclude liability for our gross negligence, fraud or intentional misconduct or those of the other Check Parties or for any other matters in which liability cannot be excluded or limited under applicable law. Additionally, some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitations or exclusions may not apply to you.
  5. Duty to Mitigate. If you become aware of, or reasonably should have been aware of, any facts, issues, information, or circumstances which are reasonably likely, whether alone or in combination with any other facts, issues, information, or circumstances, to lead to a claim against us or you in connection with this Agreement, you must use reasonable efforts to mitigate against any loss that may give rise to such a claim.

12. Release

To the fullest extent permitted by applicable law, you release Check and the other Check Parties from responsibility, liability, claims, demands and/or damages (actual and consequential) of every kind and nature, known and unknown (including claims of negligence), arising out of or related to disputes between users and the acts or omissions of third parties. If you are a consumer who resides in California, you hereby waive your rights under California Civil Code § 1542, which provides: “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.”

13. Governing Law and Venue

Any dispute arising from these Terms and your use of the Services will be governed by and construed and enforced in accordance with the laws of New York, except to the extent preempted by U.S. federal law, without regard to conflict of law rules or principles (whether of New York or any other jurisdiction) that would cause the application of the laws of any other jurisdiction. Any dispute between the parties that is not subject to arbitration or cannot be heard in small claims court will be resolved in the state or federal courts of New York and the United States, respectively, sitting in Borough of Manhattan.

14. Modifying and Terminating the Services

  1. Your ability to use or access the Services may be terminated by us immediately and without notice if you fail to comply with these Terms.
  2. Except as otherwise agreed by us in writing, we reserve the right to modify the Services or to suspend or stop providing all or portions of the Services at any time. We may immediately suspend or restrict your account or access to the Services, block your ability to use any feature of the Services, or immediately terminate the Services and these Terms, in each case in the event that: (i) we have any reason to suspect or believe that you may be in violation of these Terms; (ii) we determine that your actions are likely to cause legal liability for or material negative impact to us; (iii) we believe that you have misrepresented any data or information or that you have engaged in fraudulent or deceptive practices or other illegal activities; (iv) we have determined that you have failed to pay for the Services and such non-payment has not been cured within five (5) days of us providing you a notice of non-payment; of (v) you file a petition under the U.S. Bankruptcy Code or a similar state or federal law, or such a petition is filed against User. In addition, if we cannot support your business or organization type, we may immediately terminate the Services and this Agreement upon written notice to you.

15. Severability

If any provision or part of a provision of these Terms is unlawful, void or unenforceable, that provision or part of the provision is deemed severable from these Terms and does not affect the validity and enforceability of any remaining provisions.

16. Miscellaneous

  1. Electronic Communications. When you visit the Site or communicate with us via email or via the internet, you are communicating with us electronically. You consent to receive communications from us electronically. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communication be in writing. You are responsible for maintaining appropriate equipment to access the Site.
  2. Services Availability. Except as otherwise agreed by us in writing, we make no representations or warranties about the uptime or availability of the Services. From time to time, scheduled system maintenance or emergency maintenance may occur, and during such maintenance periods, the Services may be inaccessible and unavailable, with or without notice.
  3. No Waiver. Our failure to exercise or enforce any right or provision of these Terms will not operate as a waiver of such right or provision. These Terms reflect the entire agreement between the parties relating to the subject matter hereof and supersede all prior agreements, representations, statements and understandings of the parties. The section titles in these Terms are for convenience only and have no legal or contractual effect. Use of the word “including” will be interpreted to mean “including without limitation.” Except as otherwise provided herein, these Terms are intended solely for the benefit of the parties and are not intended to confer third-party beneficiary rights upon any other person or entity. You agree that communications and transactions between us may be conducted electronically.
  4. Contact Information. If you have any questions about these Terms or the Services, you may contact us at support@checkhq.com or (856) 393 6486. Check, the provider of the Services, is located at 228 Park Ave. S., PMB 14961, New York, NY 10003. If you are a California resident, you may report complaints regarding the Services by contacting the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs at:

Department of Consumer Affairs

Consumer Information Division

1625 North Market Blvd., Suite N 112

Sacramento, CA 95834

Phone Number: (800) 952 5210