Terms of Use

Welcome to the Zenith Innovative Solutions LLC and its website: https://zeffry.com (“Site”) and mobile application (“App”), and the services available through both the Site and the App (collectively, “Services”). These Terms of Use (“Terms”) sets forth the agreement between Zenith Innovative Solutions LLC , its parent, subsidiaries and other affiliated companies (collectively, "Zeffry" or "we") and each user ("you" or "user") governing the use by you of the Services. Please read these Terms carefully before using the Services. By using the Site, App and Services, you agree to be bound by these Terms. If you do not agree to the terms and conditions contained herein, you may not access or otherwise use the Services.

These Terms may change from time to time. We will notify you of any material changes to these Terms by posting a notice on the homepage of the App and Site for a reasonable period of time after such changes are made, email you notice of such changes to the email address on file through your registration and by changing the "Last Updated" date at the top of this webpage. We encourage you to check this page periodically for any changes. Your continued use of the App and/or Site following the posting of changes to these Terms will mean you accept those changes.

In addition, when using particular services or features, you shall be subject to any posted guidelines or policies applicable to such services, features or purchases that may be posted from time to time. All such guidelines or policies are hereby incorporated by reference into these Terms.

User Accounts

When you register on the Site, you are required to create an account (“Account”) by providing, at minimum, your first name, last name, email, your company address, FEIN, legal entity name, entity type, CA EDD account number, CA SUI ETT rate, bank account information, as well as employees’ information including name, address, and Social Security Number. You agree that all information you provide to us at all times, including during registration and any other information you upload to your Account and the Services will be true, accurate, current, and complete. You agree to promptly update any outdated personal or business information on the Services. You further understand and agree we cannot properly provide the Services without accurate and complete information. There may be more than one authorized user account set up for a single company, and each must be registered separately. You may not transfer or share your Account password with anyone. You shall be solely responsible for any and all uses on the Site under your Account and for maintaining confidentiality of your username and password. Zeffry reserves the right to take any and all action, as it deems necessary or reasonable, regarding the security of the Services and your Account Information. In no event and under no circumstances shall Zeffry be held liable to you for any liabilities or damages resulting from or arising out of your use of the Services, your use of the Account Information or your release of the Account Information to a third party. You may not use anyone else’s account at any time.

Zeffry reserve the rights to refuse Account registration and use of the Services if Zeffry is unable to verify User’s identity, their business, or User fails to fully and satisfactorily complete the Account registration process.

Account Eligibility Restrictions

The Services are offered and available to users who are 13 years of age or older and reside in the United States. If you are between the ages of 13 and 18, you must have authorization from your parent or guardian in order to sign up or use the Services. By using the Services, you represent and warrant that you are of legal age to form a binding contract with Zeffry and meet all of the foregoing eligibility requirements. If you do not meet all of these requirements, you must not access or use the Services. We do not conduct criminal background screenings on users. However, we reserve the right to conduct any criminal background check, at any time and using available public records, to confirm your compliance with this subsection.

User Responsibility

Each User is solely responsible for any and all of its own User Content and the accuracy and completeness of associated information provided to Zeffry through the Services. User agrees and understands it is User’s responsibility to timely provide Zeffry with the information required for Zeffry to appropriately provide the Services. Furthermore, User will be solely liable and accepts sole responsibility for all actions taken under any account that User has access to. Any actions taken under such account, regardless of User’s knowledge will be recognized as an “Authorized Actions”. Such Authorized Action includes but are not limited to

i. Actions taken by User, Account Administrator, Signatory, any authorized representative of User; or

ii. Actions that a User, Account Administrator, or an authorized representative (or anyone that Zeffry are reasonably to believe with the authorization to represent User or User’s company) direct or instruct Zeffry to take on behalf of such User or User’s company.

User agrees to give Zeffry permission to verify and/or obtain record information that identifies the individual who creates an Account with Zeffry or is the intended user of such Account. Users consent to authorize Zeffry to obtain credit reports about User and User’s business, and provide any adverse credit information pertaining to User or User’s business to others, which may include the IRS (Internal Revenue Service) or applicable state taxing authorities.

If any errors or inaccurate Services are caused directly or indirectly from any information provided by User, Zeffry will attempt to correct such error or inaccuracy, but makes no warranties or guarantees that any error or inaccuracy may be remedied in whole or in part.

Services

In performing the Services, User agrees that Zeffry is not acting in a fiduciary capacity for User or its benefit. In addition, neither use of the Services nor anything contained in these Terms relieves User of User’s obligations under federal or state laws or regulations to retain records relating to the data contained in Zeffry’s database. Zeffry will provide User the Services in accordance with these Terms. Within a minimum of ten (10) business days before the initial payroll processing date, User must submit all completed and executed documents and information Zeffry requires to provide the Services. Such documents may include any federal, state or local powers of attorney required by Zeffry, User Account information and any additional information requested by Zeffry. Subsequent to the initial payroll processing, User will complete and execute any renewals, amendments or replacements of the aforementioned documents which Zeffry deems necessary.

a) App Specific Services: Any employee Users may use the App to view and download any payroll related information available based on the applicable Services subscription plan, such as, paystubs, W2, request sick leave or clock in/clock out. Additionally, all Users may be able to edit certain personal or Account information which had already been provided using the Site.

ACCOUNT DATA VERIFICATION

a) Zeffry will notify User via email, SMS (if User has accepted text notifications), or by other means when all data necessary to begin the Services has been received and the Account enrollment process has been completed. User shall then, prior to submitting its first payroll, review for completeness and accuracy the Payroll Information (as hereinafter defined). For purposes of these Terms, “Payroll Information” shall mean all information posted for User’s review on the Services, including but not limited to, that which is used to calculate and pay employee payroll, track User defined employee benefits, pay payroll taxes to applicable taxing agencies in compliance with the laws and regulations of such taxing agencies, produce payroll tax returns and W-2 statements or remit federal and state tax returns. User must correct any and all incorrect or missing Payroll Information, either by itself or by notifying Zeffry within any time period as specified by Zeffry. User shall be fully responsible for the accuracy of all information supplied by it and/or approved by it, including, without limitation any IRS or other penalties and/or interest arising therefrom.

b) User agrees that by submitting each payroll (including the first payroll): (i) User has approved all Payroll Information, (ii) User has represented and warranted to Zeffry that no Payroll Information submitted to Zeffry will result in Entries that would violate the sanctions program of the Office of Foreign Assets Control of the U.S. Treasury or any other applicable laws or regulations, (iii) User has waived and released any claim against Zeffry arising out of any errors in the Payroll Information which User has not itself corrected or has not requested Zeffry to correct, and (iv) any subsequent request for corrections will be considered special handling and additional fees may be charged. Under all circumstances, final audit responsibility rests with User. Zeffry will not have any responsibility for verifying the accuracy of any data User provides or directly inputs via the Services or any other method.

c) Zeffry may permit, but shall not be obligated to permit a Payroll Approver user, a designated Signatory and/or designated Account Administrator user to communicate with Zeffry by telephone, email or any other means regarding the Services. Zeffry has implemented security procedures for the purpose of verifying the identity of the aforementioned Users, including the use of unique security identification numbers generated by the Services and other security protocols. User acknowledges that any such telephone communication or electronic mail communication or other means of communication will be made available for User’s benefit and convenience, that the security procedures instituted by Zeffry are commercially reasonable methods of providing security, that any Payroll Information, Entries or other instructions communicated to Zeffry will be deemed to have been fully authorized by User and User shall be fully responsible for the accuracy of such information including, without limitation, any IRS or other penalties and/or interest arising therefrom; and that, notwithstanding such deemed authorization, Zeffry may in its sole discretion refuse to accept or act upon any such instructions.

User’s Company Security Procedure

a) User will designate and authorize one or more individual users of the Services with authority to act on behalf of and to bind the User’s company actions (designated as “Payroll Approver,” “Signatory” and “Account Administrator”), which authorized individuals will access the Services by entering a confidential user ID and password created through their specific Account to have authority to review, modify and/or approve on behalf of User’s company. The Payroll Approver user will approve and submit the Payroll Information thereby authorizing Zeffry to create and transmit ACH credit or debit entries (“Entries”; each, an “Entry”) necessary to process User’s payroll and payroll tax transactions, by entering its confidential user ID and password which he or she has created by following the instructions provided on the specified portion of the Site.

b) User acknowledges that Zeffry has implemented the security procedures described above for the purpose of verifying the authenticity of an instruction approving, releasing, cancelling or amending the Payroll Information used to create Entries (each, a “Payment Order”) to be originated by Zeffry for the benefit of User, and not for the purpose of detecting errors in Payment Orders. User has reviewed various security procedures including the foregoing and has determined that the security procedures designated above constitute a commercially reasonable method of providing security against unauthorized Payment Orders and best meets User’s requirements, given the size, type and frequency of the Payment Orders it will issue to Zeffry.

c) If User believes or suspects that its ID or password or related instructions have been known or accessed by unauthorized persons, User will immediately notify Zeffry in a manner affording Zeffry a reasonable opportunity to act on the information, and User acknowledges that failure to immediately notify Zeffry could result in loss of funds and unauthorized access to confidential information concerning User and its company. Zeffry reserves the right to prevent access to the Service should Zeffry have reason to believe the confidentiality of the security procedure or the confidentiality of User.

d) User will be bound by any Payment Order received and verified by Zeffry in compliance with the designated security procedure, and User shall indemnify and not hold Zeffry liable from and against any loss suffered or liability incurred by, or arising from, the execution of a Payment Order in good faith and in compliance with such security procedures.

e) If a Payment Order describes the receiver inconsistently by name and account number, Zeffry may in its sole discretion refuse to accept or may return the Payment Order. If a Payment Order describes a participating financial institution inconsistently by name and identification number, the identification number may be relied upon as the proper identification of the financial institution. If a Payment Order identifies a non-existent or unidentifiable person or account as the receiver or the receiver’s account, Zeffry may in its sole discretion refuse to accept or may return the Payment Order.

ACH Origination

a) The Services will enable User to enter the Payroll Information and to approve and submit it to Zeffry for creation, formatting and transmission of Entries in accordance with the Rules (as defined below). Zeffry may reject any Payroll Information or Entry which does not comply with the requirements in these Terms or the Rules or with respect to which User’s Account does not contain sufficient available funds to pay for the Entry. If any Payroll Information or Entry is rejected, Zeffry will make a reasonable effort to notify User promptly so that User may correct such Payroll Information or request that Zeffry correct the Entry and resubmit. A notice of rejection will be effective when given. Zeffry will have no liability to User by reason of the rejection of any Payroll Information or Entry, the fact that notice is not given at an earlier time than that provided for in these Terms or for any loss resulting from Zeffry’s failure to provide notice. If User requests that Zeffry repair an Entry on User’s behalf, Zeffry may endeavor to do so; provided, however, that Zeffry will not be liable for its failure to make any requested repair.

b) User acknowledges it is the originator of all Entries. Furthermore, User will have no right to cancel or amend any Payroll Information received by Zeffry after it has been approved by a Payroll Approver User and submitted to Zeffry. However, if User’s request complies with the security procedure, Zeffry may use reasonable efforts to act on it prior to transmitting the Entries to the ACH or gateway operator, but will have no liability if the cancellation or amendment is not acted upon. User will reimburse Zeffry for any expenses, losses or damages Zeffry may incur in affecting or attempting to affect User’s request.

c) Except for Entries created from Payroll Information that has been reapproved and resubmitted by User in accordance with the requirements of these Terms, Zeffry will have no obligation to retransmit a returned Entry to the ACH or gateway operator if Zeffry complied with the terms of these Terms with respect to the original Entry.

d) At User’s request, Zeffry will make a reasonable effort to reverse an Entry, but will have no responsibility for the failure of any other person or entity to honor User’s request. User agrees to reimburse Zeffry for any expenses incurred in attempting to honor such request.

e) Zeffry will process the Payroll Information and Entries in accordance with its then current processing schedule, provided (i) the Payroll Information is approved by User and received by Zeffry no later than User’s applicable cut-off time on a business day and (ii) the ACH is open for business on that business day. If Zeffry receives approved Payroll Information after User’s cut-off time, Zeffry will not be responsible for failure to process the Payroll Information on that day. If any of the requirements of clause (i) or (ii) of this Subsection are not met, Zeffry will use reasonable efforts to process the Payroll Information and transmit the Entries to the ACH with the next regularly scheduled file created by Zeffry which is on a business day on which the ACH is open for business.

f) Origination, receipt, return, adjustment, correction, cancellation, amendment and transmission of Entries must be in accordance with the Operating Rules of the ACH in which Zeffry is a participant and, with respect to credit entries which constitute Payment Orders, Article 4A of the Uniform Commercial Code as adopted under California law, and as both are amended from time to time (the “Rules”). User agrees that it will not submit Payroll Information that will result in Entries that would violate the sanctions program of the Office of Foreign Assets Control of the U.S. Treasury or any other applicable laws or regulations. User acknowledges that it has had an opportunity to review and agrees to comply with and be bound by the Rules. User will be responsible for promptly obtaining all future amendments.

g) User expressly acknowledges that Zeffry does not intentionally or knowingly engage in or support International ACH Transactions (“IATs”), as defined in the Operating Rules of the National Automated Clearing House Association (“NACHA Rules”). User represents and warrants that (i) the direct funding for the Entries originated by Zeffry on behalf of User does not come from or involve a financial agency office that is located outside the territorial jurisdiction of the United States; (ii) User will not instruct Zeffry to create, originate or transmit Entries that are IATs or Entries using a Standard Entry Class Code (as defined in the NACHA Rules) other than IAT if such Entries are required to be IATs under the NACHA Rules; and (iii) User will not engage in any act or omission that causes or results in Zeffry creating, originating or transmitting an IAT or a payment that should have been categorized as an IAT pursuant to the NACHA Rules. Zeffry may, in its sole discretion, temporarily or permanently suspend providing the Service to User, without liability, if Zeffry has reason to believe that User has breached any of foregoing representations and warranties in this paragraph.

Tax Services; Liability

In order for the Service to be instituted, User must submit accurate wage and payroll information to Zeffry during the enrollment process. The wage and payroll information must be reconciled with User’s payroll tax returns for the current calendar year and User’s wage and payroll tax information for the current quarter. Thereafter, User shall timely and accurately (a) update all wage and payroll information as necessary to reflect changes and (b) respond with additional information requested from time to time by Zeffry. It is User’s responsibility to submit complete and accurate information to Zeffry in connection with the Service. Any penalty or interest incurred due to inaccurate information provided by User will be the sole responsibility of User. User further agrees to not hold Zeffry accountable for such liability. Zeffry, at its option, may decide not to file User’s payroll tax returns, pay User’s payroll taxes or otherwise process User’s payroll if there are any unresolved problems with any information requested by Zeffry or submitted by User. Zeffry’s sole liability and User’s sole remedy for Zeffry’s negligent failure to perform the payroll tax portion of the Service shall be (i) Zeffry will remit the payroll taxes received from User to the appropriate taxing authority and (ii) Zeffry will reimburse User or pay directly to the appropriate taxing authority any penalties resulting from such negligent error or omission by Zeffry.

Scope of License

These Terms granted to you for the App is limited to a worldwide, perpetual, non-transferable license to use the App on any IOS or Android mobile device. The Terms do not allow you to use the App or Site on any mobile device that you do not own or control, and you may not distribute or make the App available over a network where it could be used by multiple devices at the same time. You may not rent, lease, lend, sell, redistribute or sublicense the App. You may not copy, decompile, reverse engineer, disassemble, attempt to derive the source code of, modify, or create derivative works of the App, any updates, or any part thereof (except as and only to the extent any foregoing restriction is prohibited by applicable law or to the extent as may be permitted by the licensing terms governing use of any open-sourced components included with the App or the Site). Any attempt to do so is a violation of the rights of Zeffry and its licensors. If you breach this restriction, you may be subject to prosecution and damages. The Terms will govern any upgrades provided by Zeffry that replace and/or supplement the original App, unless such upgrade is accompanied by separate terms of use in which case those terms of use of use will govern.

Right to Change the App

Zeffry is committed to ensuring that the App is as useful and efficient as possible. For that reason, we reserve the right to make changes to the App or its Services, including its core functionality, at any time and for any reason.

App Store

When you download our App, you may do so through a third party’s App Store (ie – Apple App Store or Google Play Store). You acknowledge that these Terms are between you and Zeffry and not with the owner or operator of the App Store (“App Store Owner”). As between the App Store Owner and Zeffry, Zeffry and not the App Store Owner, are solely responsible for the Services, including the App, the content, maintenance, support services, and warranty, and addressing any claims relating thereto (e.g., product liability, legal compliance or intellectual property infringement). In order to use the App, you must have access to a wireless network, and you agree to pay all fees associated with such access. You also agree to pay all fees (if any) charged by the App Store Owner in connection with the Services, including the App. The following applies to any App download through the App Store Owner:

(a) Your use of the App must comply with the App Store’s “Terms of Service” or equivalent terms.

(b) You and we acknowledge that, in the event of any third-party claim that the App or your possession and use of that App infringes that third party’s intellectual property rights, as between Zeffry and the App Store Owner, Zeffry, not the App Store Owner, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by these Terms.

You acknowledge and agree that the App Store Owner, and the App Store Owner’s subsidiaries, are third-party beneficiaries of these Terms as related to your license of the App, and that, upon your acceptance of these Terms, the App Store Owner will have the right (and will be deemed to have accepted the right) to enforce these Terms as related to your license of the App against you as a third-party beneficiary thereof.

You represent and warrant that (1) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (2) you are not listed on any U.S. Government list of prohibited or restricted parties.

Without limiting any other terms in this Terms, you must comply with all applicable third-party terms of agreement when using the App.

Copyrights And Trademarks

Unless otherwise noted all materials, including images, illustrations, designs, coding, software, icons, photographs, sounds, video clips, written, and other materials that appear as part of the Services are copyrights, patents, trademarks, trade dress and/or other forms of intellectual property owned, controlled, and/or used under license or with other legal authority by Zeffry. The Services as a whole are protected by copyright and trade dress, all worldwide rights, titles and interest in and to which are owned by Zeffry.

The material and content accessible from this App, Site, and any other website or mobile application owned, operated, licensed, or otherwise controlled by Zeffry is the proprietary information of Zeffry or the party that provided or licensed the content to Zeffry, whereby such providing party retains all rights, title and interest in the content. Accordingly, the content may not be copied, distributed, republished, uploaded, posted, or transmitted in any way without the prior written consent of Zeffry. Modification or use of the content except as expressly provided in these Terms violates Zeffry’s intellectual property rights. Neither title nor intellectual property rights are transferred to you by access to this App or our Site. Subject to your compliance with these Terms, we grant to you a limited, non-exclusive, non-transferable license, with no right to sublicense, to download, view, and, display the content made available on the Services solely in connection with your permitted use of the Services and solely for your personal and non-commercial purposes.

Content License. You are solely responsible for, and assume all liability regarding, any information and content you provide or otherwise make available on the Services, including the text, personal and financial information in your Account and in your communications with Zeffry (“User Content”). By making available any User Content on or through the Services, you (i) hereby grant to Zeffry the right to use User Content as necessary to provide the Services, promote the Services and improve the Services, and (ii) waive any and all moral rights that you may have in and to User Content with respect to these uses. Zeffry does not claim any ownership rights in any of User Content and nothing in these Terms will be deemed to restrict any rights that you may have to use and exploit any of User Content.

By submitting any User Content, you grant Zeffry a perpetual, irrevocable, non-exclusive, transferable, sub-licensable, royalty-free, worldwide license to use any such User Content in connection with operating and providing the Services to you and other users, for internal research purposes, and for external research purposes (for external research, any information will be provided in anonymized and aggregated form).

Optional Tools

We may provide you with access to third-party tools over which we neither monitor nor have any control nor input. You acknowledge and agree that we provide access to such tools, “as is” and “as available” without any warranties, representations or conditions of any kind and without any endorsement. We shall have no liability whatsoever arising from or relating to your use of optional third-party tools. Any use by you of optional tools offered through the App or Site, or as a function of the Service, is entirely at your own risk and discretion and you should ensure that you are familiar with and approve of the terms on which tools are provided by the relevant third-party provider(s).We may also, in the future, offer new services and/or features through the App or Site (including, the release of new tools and resources). Such new features and/or services shall also be subject to these Terms.

Termination

You may deactivate or remove your Account at any time for any reason by contacting Zeffry at support@zeffry.com or directly through your Account. Zeffry may choose to suspend or terminate your use of the Services and/or your Account for any of the following reasons: (i) User is behind in payment of fees for the Services, and has not cured such non-payment within five (5) days of notice of non-payment; (ii) We believe User has misrepresented any data or information or is conducting fraudulent or deceptive practices or illegal activities; (iii) Zeffry determines User’s action will potentially cause legal liability for Zeffry; or (iv) Zeffry has any other reason to suspect User may be in violation of these Terms . Subject to applicable law, Zeffry reserves the right to maintain, delete or destroy all communications and materials posted or uploaded to the Services pursuant to its internal record retention and/or content destruction policies. After such termination, Zeffry will have no further obligation to provide any services, except to the extent we are obligated to provide you access to your company records (if applicable).

Prohibited Uses

You are responsible for your use of the Services, and for any use of the Services made using your Account. The Services are meant to be used strictly for the provision of payroll processing and related services. When you use the Services, you agree not to:

a) violate these Terms or any Zeffry rules regarding use of the Services;
b) violate any law or regulation;
c) Interfere with, or attempt to interfere with, the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the Services;
d) Attempt in any way to obtain the login information of or otherwise access an Account belonging to someone else;
e) impersonate any person or entity or perform any other similar fraudulent activity;
f) harvest or otherwise collect or store any information (including personally identifiable information) about other users of the Services, including e-mail addresses, without the express consent of such users or alter transmission data;
g) collect, distribute or gather personal or aggregate information, including Internet, e-mail or other electronic addresses, about other users;
h) Use, display, mirror or frame the Services or any individual element within the Services, our name, any Zeffry trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, without our express written consent;
i) Engage in any activity or use any program that could disable, overburden, or impair the proper working or our set appearance of the Services, such as a denial-of-service attack, interference with page rendering, or using a program that interferes with other Services functionality;
j) use any means to scrape or crawl any webpages or Content contained in the Site or App (although Zeffry may allow operators of public search engines to use spiders to index materials from the Site for the sole purpose of creating publicly available searchable indices of the materials, and Zeffry reserves the right to revoke these exceptions either generally or in specific cases);
k) attempt to circumvent any technological measure implemented by Zeffry or any of Zeffry’s providers or any other third party (including another user) to protect the Site or App; to the extent permitted by applicable law, attempt to decipher, decompile, disassemble, or reverse engineer any of the software used to provide the Site or App; and
l) advocate, encourage, or assist any third party in doing any of the foregoing.

We reserve the right, but are not obligated, to remove or disable access to any part of the Services, at any time and without notice, including, but not limited to, if we, at our sole discretion, consider any of the foregoing to be objectionable or in violation of these Terms. We have the right to investigate violations of these Terms or conduct that affects the Services. We may also consult and cooperate with law enforcement and other authorities as requested by law enforcement or as we, in our sole discretion, deem necessary to protect the safety or wellbeing of our users or any other person.

Fees and Payments

In order to use the Services, you must sign up for one of our monthly subscriptions with your Account. The fee for the Services differs depending on your selected subscription plan. User agrees to pay Zeffry for the Services at Zeffry’s then current rates. User will also reimburse Zeffry for sales, use and similar taxes arising from these Terms that federal, state or local governments may impose. Payment for all Services must be made at the time of purchase and will be processed solely through out internal payment processing systems. Please note that if you don’t provide accurate payment details (including type of card and number) or if your credit card company does not authorize payment, your Account registration will be deemed void. Zeffry will not accept any liability for costs incurred as a result of orders deemed void in this manner.

Zeffry will not provide refunds for any fees already charged, as the monthly fees are charged on the last day of each calendar month for the following month. Furthermore, your Account will be still be charged even if no activities have been conducted and the Services have not been used. In rare cases, Zeffry may, at its sole discretion, provide you with credit to be used for future charges.

Account Debiting

a) On or prior to User’s payroll direct deposit and/or payroll tax deposit date or other applicable settlement or due date, User authorizes Zeffry to initiate debit entries to User’s financial account (“User’s Bank Account”) at the depository financial institution the Routing Number of which is given during your Account registration (“Depository”), and to debit User’s Bank Account in such amounts as are necessary to (i) fund User’s direct deposits, (ii) pay any fees or charges associated with the Service, including, without limitation, finance charges, (iii) pay User’s payroll taxes, (iv) pay any debit, correcting or reversing entry initiated pursuant to these Terms which is later returned to Zeffry, and (v) pay any other amount that is owing under these Terms or in connection with the Service. This authorization is to remain in full force and effect until Zeffry has received written notice from User of its termination in such time and such manner as to afford Zeffry and Depository a reasonable opportunity to act upon it. User will maintain in User’s Bank Account as of the applicable settlement date and time immediately available funds sufficient to cover all credit entries User originates through Zeffry. Zeffry may set off against any amount it or an Affiliate owes to User in order to obtain payment of User’s obligation as set forth in these Terms. User acknowledges that the origination of ACH transactions to its account must comply with the provisions of U.S. law. Amounts withdrawn for payroll, state or federal taxes may be held by Zeffry until such time as those payments are due to the appropriate taxing agencies, and no interest will be paid to the User on these amounts.

b) If User does not have sufficient funds in User’s Bank Account to pay disbursements, fees, payroll taxes or any other amounts due under these Terms at the time required, or if User refuses to pay, Zeffry may (i) refuse to pay any unremitted payroll taxes, in which case the payroll tax liability will become the sole responsibility of User, (ii) refuse to perform further Services, and/or (iii) immediately terminate these Terms. Zeffry may assess finance charges on any amounts owing and unpaid ten (10) days after demand. Finance charges are assessed at a rate of 1% per month (12% per annum) or the highest amount permitted by law, whichever is less. Zeffry may recover from User any costs including, without limitation, reasonable attorneys’ fees and expert witnesses’ fees Zeffry may incur in connection with any termination of these Terms or collection of amounts due hereunder.

Risk Assumption

ZEFFRY AND ITS AFFILIATES DO NOT PROVIDE TAX, LEGAL, REGULATORY, FINANCIAL, EMPLOYMENT, ACCOUNTING OR OTHER PROFESSIONAL SERVICES OR ADVICE. ANY SERVICES PROVIDED BY ZEFFRY SHOULD NOT BE INTEREPRETED AS PROFESSIONAL ADVICE. THE SERVICES ARE PROVIDED FOR CONVENIENCE PURPOSES ONLY AND RELY SOLELY ON INFORMATION AND USER CONTENT PROVIDED BY YOU AND ARE NOT INTENDED TO PROVIDE, AND SHOULD NOT BE RELIED ON FOR, TAX, LEGAL OR ACCOUNTING ADVICE. YOU SHOULD CONSULT YOUR OWN TAX, LEGAL AND ACCOUNTING ADVISORS BEFORE ENGAGING IN ANY ASPECT OF THE SERVICES.

Indemnification

You agree to indemnify, defend and hold harmless Zeffry and our subsidiaries, affiliates, partners, officers, directors, agents, contractors, licensors, service providers, subcontractors, suppliers, interns and employees (each, an “Indemnified Party”), harmless against all liabilities, claims, demands, damages, losses, fines, judgments, disputes, costs, charges and expenses made by User or others resulting from, arising out of or related to Zeffry’s or any other Indemnified Party’s provision of the Service, reliance on information and data furnished by User or resulting from activities that Zeffry or any other Indemnified Party undertakes at User’s request, or at the request of anyone Zeffry or any other Indemnified Party believes in good faith to be an authorized agent of User including, without limitation, costs, reasonable attorneys’ fees and expert witnesses’ fees incurred in connection with such claims. Zeffry will have the right to disburse or withhold any sum which Zeffry is authorized to disburse or withhold. User agrees that neither Zeffry nor any other Indemnified Party will be liable for any loss or damage caused by Zeffry’s or any other Indemnified Party’s delay in furnishing products or the Services.

Disclaimer Of Warranties; Limitations of Liability

YOU EXPRESSLY AGREE THAT USE OF THE SERVICES IS AT YOUR SOLE RISK. THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. ZEFFRY EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE, NON-INFRINGEMENT, TITLE, OPERABILITY, CONDITION, QUIET ENJOYMENT, VALUE, ACCURACY OF DATA AND SYSTEM INTEGRATION. WE MAKE NO WARRANTY THAT THE SERVICES WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. WE MAKE NO WARRANTY REGARDING THE QUALITY, ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF THE SERVICES OR ANY CONTENT CONAINTED ON THE SITE OR APP. IF APPLICABLE LAW REQUIRES ANY WARRANTIES WITH RESPECT TO THE SERVICES, ALL SUCH WARRANTIES ARE LIMITED IN DURATION TO NINETY (90) DAYS FROM THE DATE OF FIRST USE.

YOU UNDERSTAND THAT TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL ZEFFRY NOR ANY OTHER INDEMNIFIED PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF REVENUES, PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES ARISING OUT OF OR RELATED TO OR ARISING OUT OF YOUR USE OF THE APP, SITE OR THE SERVICES, REGARDLESS OF WHETHER SUCH DAMAGES ARE BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), WARRANTY, STATUTE OR OTHERWISE. TO THE EXTENT THAT WE MAY NOT, AS A MATTER OF APPLICABLE LAW, DISCLAIM ANY IMPLIED WARRANTY OR LIMIT ITS LIABILITIES, THE SCOPE AND DURATION OF SUCH WARRANTY AND THE EXTENT OF OUR LIABILITY WILL BE THE MINIMUM PERMITTED UNDER SUCH APPLICABLE LAW.

YOU UNDERSTAND THAT WE CANNOT AND DO NOT GUARANTEE OR WARRANT THAT ANY ASPECT OF THE SERVICES WILL BE FREE OF VIRUSES OR OTHER DESTRUCTIVE CODE. YOU ARE RESPONSIBLE FOR IMPLEMENTING SUFFICIENT PROCEDURES AND CHECKPOINTS TO SATISFY YOUR PARTICULAR REQUIREMENTS FOR ANTI-VIRUS PROTECTION AND ACCURACY OF DATA INPUT AND OUTPUT, AND FOR MAINTAINING A MEANS EXTERNAL TO OUR APP AND SITE FOR ANY RECONSTRUCTION OF ANY LOST DATA. WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE SERVICES OR ITEMS OBTAINED THROUGH THE SERVICES OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON THEM, OR ON ANY PRODUCTS OR SERVICES LINKED TO THEM.

IN NO EVENT WILL ZEFFRY’S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR FROM THE USE OF OR INABILITY TO USE THE SERVICES EXCEED ONE HUNDRED DOLLARS ($100). THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.

Force Majeure

In case of force majeure, we are not obliged to fulfill our obligations. In that case we may either suspend our obligations for the duration of the state of force majeure or definitely repudiate these Terms.

Events of force majeure are all circumstances external to our will and control that render the respect of our obligations completely or partly impossible. Such events include, but are not limited to, strikes, fire, disruption of energy supplies or telecommunication networks or communication systems, the temporary down-time of the App or Site, inability to timely provide the Services, inability to process payment and/or any other third-party obligations.

Geographical Use

Although this Site and App may be accessible worldwide, we make no representation that materials on this App or the Services provided through this App are appropriate or available for use in locations outside the United States of America. We make no claims that the App or Site or any of 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.

Export

The Services may be subject to U.S. export control laws and may be subject to export or import regulations in other countries. You agree not to export, reexport, or transfer, directly or indirectly, any U.S. technical data acquired from Zeffry, or any products or services utilizing such data, in violation of the United States export laws or regulations.

Arbitration

In the event of any dispute, controversy or claim between the parties hereto arising out of or relating to these Terms, the parties shall first seek to resolve the dispute in good faith through informal discussion. You agree that before initiating any dispute or arbitration proceeding, the parties will attempt to negotiate an informal resolution of any dispute and then proceed with mediation.

If a resolution is not achieved through informal resolution or mediation, it will be settled by individual (not class or class-wide) binding arbitration administered by the American Arbitration Association (AAA) in accordance with the then current Commercial Financial Disputes Arbitration Rules, including any expedited procedures. A demand that a claim be submitted to arbitration may be made before the initiation of any legal proceeding or within ninety (90) days following the service of a complaint, third party complaint, cross-claim or counterclaim and if a party in a pending legal proceeding demands a claim to be submitted to arbitration, the party initiating the action will immediately dismiss the legal proceeding and file the claim in arbitration. Arbitration hearings will be held in the County of San Francisco, California. A single arbitrator will be appointed by the AAA and shall be a practicing attorney or retired judge having experience with and knowledge of payroll and online commerce law. The arbitrator will follow the law and will give effect to any applicable statutes of limitation. The prevailing party shall be entitled to an award of the costs and expenses of the arbitration, including attorneys’ fees and expert witness fees. A judgment on the award may be entered by any court having jurisdiction. The parties agree and acknowledge that this agreement evidences a transaction involving interstate commerce and that the Federal Arbitration Act (Title 9 of the United States Code) shall govern the interpretation, enforcement, and proceedings pursuant to the arbitration clause in these Terms.

CLASS ACTION AND JURY TRIAL WAIVER. TO THE EXTENT PERMISSIBLE BY LAW, ALL CLAIMS MUST BE BROUGHT IN THE PARTIES' INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR COLLECTIVE ACTION (COLLECTIVELY “CLASS ACTION WAIVER”). THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS OR ENGAGE IN ANY CLASS ARBITRATION. USER AGREES THAT, BY ENTERING INTO THESE TERMS, USER AND ZEFFRY ARE EACH VOLUNTARILY AND IRREVOCABLY WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION. Further, if the parties’ dispute is resolved through arbitration, neither AAA nor the arbitrator may consolidate another person’s claims with your claims or otherwise preside over any form of a representative or class proceeding for any purpose. If this specific provision is found to be unenforceable, then the entirety of this Section shall be null and void.

In any lawsuit in which (1) the complaint is filed as a class action or collective action; and (2) the civil court of competent jurisdiction in which the complaint was filed finds the Class Action Waiver is unenforceable (and such finding is confirmed by appellate review if review is sought), the Class Action Waiver shall be severable from these Terms and in such instances, the class action, collective action must be litigated in a civil court of competent jurisdiction and not as a class or collective.

Severability

In the event that any provision of these Terms is determined to be unlawful, void or unenforceable, such provision shall nonetheless be enforceable to the fullest extent permitted by applicable law, and the unenforceable portion shall be deemed to be severed from these Terms, such determination shall not affect the validity and enforceability of any other remaining provisions.

Assignment

You shall not have the right to assign these Terms, any documents incorporated by reference or any part of the results and proceeds to any third party. Zeffry may assign these Terms at their sole discretion to any other party.

Notice

All notices given hereunder shall be in writing (email acceptable), and shall be sent by registered mail to the parties at their respective addresses. Either party may, by like notice, designate a different address for the serving of notices.

Attorney Fees

In the event that any dispute between you and Zeffry should result in litigation or arbitration, the prevailing party in such dispute shall be entitled to recover from the other party all reasonable fees, costs and expenses of enforcing any right of the prevailing party, including without limitation, reasonable attorneys’ fees and expenses. In addition to the foregoing award of attorneys’ fees, the prevailing party shall be entitled to its attorneys’ fees incurred in any post judgment proceedings to enforce any such judgment.

Agreement Shall be Binding

These Terms shall be binding upon, and inure to the benefit of, the heirs, executors, administrators, successors and assigns of the parties [unless to the contrary specifically provided in any particular covenant, term or condition hereof.

Remedies Cumulative

The remedies under these Terms are cumulative and shall not exclude any other remedies to which any person may be lawfully entitled.

Headings

All headings herein are inserted only for convenience and ease of reference and are not to be considered in the construction or interpretation of any provision of these Terms.

Interpretation

In the event any claim is made by either party, relating to any conflict, omission or ambiguity in these Terms, no presumption or burden of proof or persuasion shall be implied by virtue of the fact that these Terms was prepared by or at the request of a particular party or their counsel.

ELECTRONIC SIGNATURE AGREEMENT

By selecting the “I Accept” button, you are agreeing to sign these Terms electronically. You agree your electronic signature is the legal equivalent of its manual signature on these Terms. By selecting “I Accept” you consent to be legally bound by these Terms and Conditions. You further agree that your use of a key pad, mouse or other device to select an item, button, icon or similar act/action, or to otherwise provide Zeffry instructions electronically, or making any acceptance of any agreement, acknowledgement, consent terms, disclosures or conditions constitutes your signature (herein after referred to as “E-Signature”), acceptance and agreement as if actually signed by you in writing. You further agree that no certification authority or other third party verification is necessary to validate your E-Signature and that the lack of such certification or third party verification will not in any way affect the enforceability of your E-Signature or any resulting these Terms between Zeffry and yourself.

Waiver And Entire Agreement

The waiver by Zeffry of any breach or default shall not be deemed to constitute a waiver of any other or succeeding breach or default. The failure of Zeffry to enforce or exercise any of the provisions hereof shall not be construed to be a waiver of the right of Zeffry thereafter to enforce such provisions.

These Terms, our Privacy Policy and any policies or operating rules posted by Zeffry on this Site or in respect to the App or Site constitute the entire agreement and understanding between you and Zeffry and govern your use of the App, superseding any prior or contemporaneous agreements, communications and proposals, whether oral or written, between you and Zeffry (including, but not limited to, any prior versions of the Terms). Any ambiguities in the interpretation of these Terms shall not be construed against the drafting party.

Governing Law And Jurisdiction

These Terms, our Privacy Policy and any separate agreements whereby we provide you services shall be governed by the laws of the State of California. The parties consent and voluntarily submit to personal jurisdiction in the in the courts in California located in San Francisco County in any proceeding dispute or claim arising out of or in connection herewith, including any dispute or claim regarding its subject matter, formation, validity, termination or breach thereof, whether sounding in contract, tort, or otherwise, and any such proceeding, dispute or claim shall be decided solely and exclusively by the state or federal courts located in San Francisco County, California and in no other.

Contact Information:

Zenith Innovative Solutions LLC dba. Zeffry
1475 Huntington Ave suite 101
South San Francisco, CA 94080
support@zeffry.com