3.1 You will designate and authorize either yourself and/or one or more Users with authority to act on your behalf and to bind you and/or your business in various roles such as Payroll Administrator/Authorized User, who may access the Services by entering a confidential user ID and password created by following the instructions provided via the Services and which will entitle them, depending on their designation and permissions given, to have authority to access, review, modify and/or provide approvals on your behalf. The Payroll Administrator or Authorized User with the permission to process payroll will approve and submit the payroll information thereby authorizing UZIO to process your payroll and tax calculations.
3.2 You will be responsible (i) for actions taken under User’s Account; (ii) to follow instructions that UZIO provides to User with respect to the Services; (iii) provide accurate, timely, and complete information required for UZIO to perform the Services and maintain the accuracy and completeness of such information; (iv) to notify UZIO of all third-party notices, such as Internal Revenue Service (“IRS”) penalty notices, which could affect UZIO’s ability to effectively provide the Services or which could increase the likelihood that a claim is brought against User or UZIO in connection with the Services.
3.3 A minimum of ten (10) business days before the initial Check Date, you will provide your bank account information and submit the completed and executed documents UZIO requires for providing the Services, which documents include all federal, state or local powers of attorney required by UZIO, and any additional information requested by UZIO. Subsequent to the initial payroll processing, you will complete and execute any renewals, amendments or replacements of the aforementioned documents which UZIO deems necessary.
3.4 You agree to provide accurate Payroll Data at least two (2) business days prior to Check Date. Failure to provide such information timely may result in delayed remittance of wages, taxes, and garnishments, and an additional processing fee. You acknowledge and agree that the accuracy of Payroll Data supplied to UZIO is your sole responsibility and UZIO shall not be held responsible for the production of inaccurate Payroll Data if the information submitted by you is inaccurate. By submitting information for the initial payroll processing, and each subsequent payroll, you agree that you have approved the submitted information, that no information will result in payroll processing 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. UZIO has no responsibility for verifying the accuracy of any information provided by you. You hereby agree to waive and release any claim against UZIO arising out of any errors or omissions in the Payroll Data which you have not corrected (whether directly or through Payroll Administrator) or have not requested UZIO to correct. For the sake of clarity, 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 User. UZIO will not have any responsibility for verifying the accuracy of any Payroll Data.
3.5 Your Payroll Administrator with the permission to process payroll shall approve and submit the Payroll Data, thereby authorizing UZIO to create and transmit credit or debit entries (the “Entries”) necessary to process your payroll and payroll tax transactions. If UZIO receives approved and Payroll Data after the cut-off time on a given business day, or if UZIO receives the Payroll Data on a non-business day, UZIO will not be responsible for failure to process the Payroll Data on that day. In such case, UZIO will use reasonable efforts to process the Payroll Data and transmit the Entries to the ACH with the next regularly-scheduled file created by UZIO (which will only occur on a business day on which the ACH is open for business).
3.6 You agree not to: (i) use the Services other than as authorized in this Agreement or ordering documents; (ii) resell, sublicense, time-share, or otherwise share the Services with any third party; (iii) frame or mirror the Services; (iv) decompile, disassemble or reverse-engineer the underlying software or application that is part of the Services or otherwise attempt to derive its source code; (v) use the Services either directly or indirectly to support any activity that is illegal; (vi) access the Services for purposes of benchmarking or competitive purposes; or (vii) authorize any third parties to do any of the above.