BACK OFFICE REMEDIES, INC.

USE OF SERVICE AND SOFTWARE

TERMS AND CONDITIONS

AGREEMENT

1 OVERVIEW

BOR-Go all-in-one HR & payroll solutions software consists of a cloud-based software program and App collectively referred to herein as “BOR-Go”. This Agreement pertains to your use of the service and software, regardless of the method used to access the service (i.e. computer, mobile app, smartphone, tablet or other device). Access to the various features and services is governed by the scope of services subscribed to. Access and use is by license only and the BOR-Go program is and shall remain the property of Back Office Remedies, Inc., (hereinafter, “BOR”). By accessing and using BOR-Go, you acknowledge that you have read and accept the terms and conditions of this Agreement. You further acknowledge and agree that by using BOR-Go you authorize BOR and its affiliates access to the personal and payroll information contained therein for the purpose of delivering the contracted services. BOR-Go is a pre-paid, “pay-as-you-go”, service and Back Office Remedies, Inc. and its affiliates are not obligated to provide any service without full payment in advance and all payments are subject to clearing and confirmation.

2 USE OF SERVICE

2.1 Eligibility

The parties represent to one another that the execution, delivery and performance of services hereunder has been authorized by all necessary corporate resolutions and that the individuals entering into this agreement for services have complete authority to bind their respective corporate entities. BOR-Go is designed and intended for use by authorized clients of Back Office Remedies, Inc. (hereinafter “BOR”) for use within the United States. Access to and use of BOR-Go is only available to active clients in good standing with BOR. BOR reserves the right to conduct due diligence on client companies both now and in the future and to deny or terminate services if material defects are discovered regarding such things as bank accounts, company status or changes in ownership.

2.2 Term

The term of this Agreement is indefinite and services contracted for will continue until canceled by either party as provided for herein. Services shall commence upon enrollment and payment. Commencement of payroll services are subject to final approval by an authorized agent of BOR and subject always to timely receipt of all required information, documentation and payments due. Payroll shall be performed at the frequency selected by the client at the time of enrollment. The initial term of this Agreement is dependent on the service or subscription selected and the pricing terms shall remain in effect for the period stated therein. Unless you notify us, as provided herein, that you wish to cancel our services, we will automatically renew any service that you subscribe to, including any weekly, monthly or annual service or subscription(s), subject to pricing modification.

2.3 BOR-Go account/registration

In order to access and use the BOR-Go software and services, eligible users will need to sign-up, register and pay for subscribed services. An account number will be assigned to the client. The client will need to setup login credentials, including password(s). Clients are responsible for securing their account and login credentials from unauthorized access and use.

2.4 Services and Products

In addition to the general terms, conditions, and obligations contained herein, the client may need to enter into other Client Service Agreement(s) or contracts with BOR or other third-party affiliates depending upon the specific services and products subscribed to now or in the future. The parties acknowledge there may be changes from time to time in the features, fees and costs of services and products provided. All modifications shall be made in conformance with the provisions contained herein.

A. ACCOUNT MANAGERS. Every Client, regardless of the service or product subscribed to, shall be assigned a dedicated account manager by BOR to facilitate communications between Client and BOR. Account Managers will be briefed on all relevant aspects of the Client company and the terms and provisions of this Agreement. In the event of personnel changes, Client will be advised as soon as practicable of any proposed change in assigned Account Manager.

B. COMMUNICATIONS. The BOR Account Manager will be the primary contact for the Client and Client shall designate a primary point of contact for BOR representatives to contact. Client shall advise BOR during the new account intake if there is a preferred method of contact with BOR.

C. ACCOUNTING AND RECORDS. Depending on the services being provided to Client, BOR will make available or provide payroll and other reports to Client as appropriate. BOR shall strive to accommodate special requests promptly, work load permitting. Custom designed reports may be available, subject to additional fees, by inquiring with your account manager. Upon client cancellation services, Client shall have 30 days to access and downloaded their data, reports and documents from the BOR-Go service. After 30 days, client may request their data, reports and documents from BOR-Go subject to additional fees for processing such requests. If an account is suspended or terminated by BOR due to non-payment or other breach, access to the BOR-Go system will be barred pending resolution of the outstanding issue(s).

D. PERFORMANCE. BOR shall provide those products and services specifically requested by Client subject always to timely receipt of all necessary information and documentation and payment in full of all amounts due. If at the time of cancellation, BOR is holding any escrowed funds, BOR will, subject to offset as provided herein, remit the funds on hand to the designated taxing or other authority for which they were intended.

E. PAYROLL PROCESSING. Following is a typical timeline for processing payroll using a Friday pay date as an example:

Tuesday – Payroll must be submitted in the BOR-Go system by 3pm (PST) and a preliminary invoice will be generated for client review. Any questions about the submitted payroll or the outstanding invoice must be raised prior to 5pm (PST) on Tuesday in order to be addressed prior to the ACH payment processing on Wednesday morning.

Wednesday – An ACH transaction to pay the outstanding invoice will be initiated at 10am (PST). Client’s must have sufficient funds in their designated ACH account to pay all outstanding invoices in full. If requested, physical checks will be express shipped to client for Thursday delivery. Charges for physical checks and shipping will be charged to the client’s credit card on file.

Thursday – PDF files will be released at 12pm (PST) for client’s who print their own checks. Employee direct deposit transactions will be processed by 5pm (PST) for deposit to employee accounts on Friday. Physical checks will be delivered to client for Friday distribution.

Friday – Direct deposits are available to employees.

2.5 Service Restrictions

A. BOR will not provide or be responsible for providing any services or products not specifically contracted for with Client. BOR assumes no responsibility for failing to comply with garnishment, child support or other legally mandated withholdings if Client fails to provide notice and supporting documentation to BOR on a timely basis. BOR is not acting in any fiduciary capacity on behalf of client, nor is BOR the employer or co-employer of Client’s employees.

B. BOR is not an insurance company or insurance agency and does not sell insurance of any kind. BOR works with third parties to facilitate client insurance and benefit needs.

C. No services or products provided under this Agreement shall extend to any third-parties, sub-contractors or individuals that are not directly employed by the Client.

2.6 Support

BOR will provide basic support services free of charge for clients that use BOR-Go software and associated App, free of charge. Upgraded support is available for an additional charge, please contact sales for further details. BOR will use commercially reasonable efforts to make the BOR-Go service available 24-hours a day, 7-days per week, with the exception of pre-planned downtime for system maintenance or other circumstances beyond BOR’s reasonable control such as contained in the Force Majeure provision herein below.

2.7 No Professional Advice

The BOR-Go software and App and the services provided to our clients do not include any legal, regulatory, accounting or tax advice. BOR cannot and will not provide legal advice to Clients. BOR will not represent Client in any legal proceedings that require a licensed attorney. Unless otherwise agreed in writing, Client shall be solely responsible for retaining and paying for legal counsel. This Agreement does not include representing Client in tax related audits, nor does it cover discovery production pursuant to subpoena or other proceedings. If BOR provides HR compliance, payroll or employment information in the course of providing client services, it is for informational purposes only and should not be construed as professional legal advice. No action should be taken based upon any such information without first seeking independent professional advice from a person who is properly licensed and qualified in the applicable area. You are solely responsible for consulting with or retaining your own qualified advisors with respect to such information.

2.8 Effective date

Services and subscriptions purchased by Client shall commence on the start date specified, subject to payment, and shall continue for the subscription term selected at the time of payment. Subscriptions renew automatically unless canceled by Client as provided in the BOR-Go software.

2.9 Publicity

You hereby authorize BOR to disclose your name as a customer of BOR and/or subscriber of our services in our marketing materials, subject to any branding guidelines you may request. If you wish to opt out of being mentioned in BOR marketing promotions, please notify BOR in writing as provided herein under the notices section below.

2.10 Changes to the Service

BOR offers BOR-Go and the associated App in various forms and levels of service, including free trial and pre-pay services. Not all program features and functionality are available in each version or level. BOR reserves the right, in its sole discretion, to modify, add, or remove portions and/or functionality of the service.

2.11 Notices

By providing your email address and telephone number, you authorize and consent to allowing BOR and its affiliates to send you electronic notices, rather than physical mail, of such things as: service changes; notices required by law; tax documents; benefit notices; COBRA notifications; enrollment information and plan amendments. Electronic notice could consist of email, text message, or posting information directly to the App or BOR-Go website. BOR reserves sole discretion to determine the form and means of providing notifications. Please adjust your spam and junk mail settings to accept emails from BOR.

NOTICES. Any notice required by this Agreement or given in connection with it, shall be in writing and shall be given by regular mail, email or facsimile, as specified below. Each party shall promptly advise the other of any changes to the designated contact, company name, physical address, email address, phone or facsimile numbers.

All notices to BOR shall be directed to: Back Office Remedies, Inc., 6212 W. Desert Inn Road, Las Vegas, NV 89146. Notice by email may be direct to: notices@backofficeremedies.com. Notices by fax can be sent to 702-776-8719. Customer service can be reached by phone at 702-776-8718.

2.12 Client Obligations
  1. Client shall, at its own expense, promptly comply with all reasonable requests for information and documentation necessary for BOR to perform its obligations under this Agreement. If the scope of this engagement includes payroll services, Client shall submit 100% of employee earnings through BOR for processing. Client shall obtain and submit accurate and complete new hire forms and information prior to any payroll processing for new hires. Client shall comply with all procedural requests in order to facilitate performance under the Agreement.

  2. Client shall at its own expense be solely responsible for complying with all Federal, State and local laws pertaining to the administration and operation of its business and its obligations as an employer. This includes, but is not limited to, reporting, record keeping and compliance with all licensing, permitting, Federal and State workplace safety regulations (i.e. California Division of Safety and Federal OSHA standards), and Federal, State and local labor laws.

  3. Client assumes all responsibility for informing its employees and affiliates of the relationship between Client and BOR and for obtaining consent from each and every employee to release his or her personal information to BOR and its affiliates as needed to perform the servicing of Client’s account. This also includes the release of information pertaining to family members of the employees in order to administer insurance and other benefits on behalf of the Client and its employees. Client shall be responsible for obtaining written authorization, on a form to be provided by BOR, from all employees requesting direct deposit of payroll.

  4. If Client contacts for BOR to administer garnishments, Client shall provide notice of garnishment, child support and other legally mandated withholding orders to BOR on a timely basis. BOR assumes no liability for administering garnishments and Client shall remain solely responsible for overseeing compliance.

  5. Client shall promptly notify BOR of any communications from Federal, State or local regulators or others pertaining to employment matters, benefits, or other issues that may affect BOR’s performance under this Agreement.

  6. Client shall utilize the designated BOR Account Manager as the primary contact with BOR and bring all issues, concerns and questions to the attention of the Account Manager. Likewise, Client shall designate a primary contact within Client’s company for BOR to contact.

  7. Client will be responsible for its own operating and administrative expenses.

  8. Client is solely responsible for obtaining and maintaining its own workers’ compensation insurance coverage. Client shall retain 100% of the employer/employee responsibilities and no “co-employment” relationship exists between Client and BOR.

  9. Client represents that it has fully and accurately completed all intake and onboarding forms and that any documentation provided to BOR in support thereof is accurate and complete.

2.13 Agreement to Terms

Your use of the services and products offered by BOR and the BOR-Go platform shall constitute acceptance of the terms and conditions contained herein. Should you object to any term or condition your sole remedy herein is to immediately stop using the service. Should you have any questions or concerns regarding the terms and conditions contained herein, please contact your designated Account Manager or our sales department.

2.14 Suspension of service and access

Certain circumstances could result in the suspension of services or denial of access to the BOR-Go system and associated App. Examples include but are not limited to:

  1. Non-payment;

  2. Expired credit card data on file;

  3. NSF or failed ACH transactions;

  4. Failure to maintain your corporation in good standing; material changes in ownership; or other business or operational deficiencies; and

  5. Unauthorized access or attempted access to the service.

2.15 Termination by BOR

BOR may terminate this Agreement at any time in the event you materially breach this Agreement and do not cure such breach in a timely manner. Access to services may be suspended for non-payment or other significant issues. Failure to cure default(s) will result in termination and complete denial of access after 30 days.

2.16 Cancellation by Client

You are solely responsible for the cancellation of your account. You may cancel your service or subscription(s) at any time, subject to applicable fees and costs as provided elsewhere herein. You may be subject to an early cancellation fee if you previously agreed to an annual subscription and have failed to maintain the service for the full period. There are no refunds for partial months or subscription services that are fully prepaid. All notices shall be given in accordance with the “Notices” provision herein. In the event of a material breach of this Agreement by either party, the aggrieved party may seek to terminate this Agreement without advanced prior notice in accordance with the provisions contained herein. Termination by the client shall only be effective at the end of a pay cycle. Termination by either party shall not relieve either party of its respective obligations herein, including payment of outstanding fees and costs, and the provisions of this Agreement shall remain in effect until each Party’s obligations herein have been fully performed.

2.17 Relationship of Parties

The relationship between the parties herein is that of independent contractors or traders, and not as principal-agent, franchisor-franchisee, partners or joint venture relationship. As such, subject to the rights retained or granted to, and the obligations undertaken by each party pursuant to this Agreement, each party shall conduct its business at its own initiative, responsibility and expense, and shall have no right or authority to assume, create or incur any liability or any obligation of any kind, expressed or implied, in the name of or on behalf of the other party, unless otherwise expressly provided herein, or otherwise agreed separately in writing. Nothing in this Agreement shall constitute or be deemed to constitute either party as the legal representative or agent of the other. Except as otherwise stated herein, all costs and expenses connected with each party’s activities and performance under this Agreement shall be borne solely by the party incurring such costs and expenses.

2.18 Signatures

This Agreement and any addendums hereto may be executed with counterpart signatures all of which taken together shall constitute an original without the necessity of the parties signing each document. This Agreement may also be executed by signatures to facsimile or electronic transmittal documents in lieu of an original document. The parties further agree that electronic signatures or the keeping of records in electronic form shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based record keeping system, as the case may be, to the extent and as provided for in any applicable law.

3 USE OF SOFTWARE AND LICENSE

3.1 Privacy Policy

A. Overview

Back Office Remedies, Inc. (hereinafter, “BOR”) is committed to the privacy and protection of client-employer and employee data. BOR gathers human resource and payroll data from a variety of sources utilizing a variety of means. BOR takes seriously the need to protect data at all stages of the process, including collection, utilization, dissemination, storage and destruction of data. To that end, BOR has implemented this Privacy Statement for the purpose of assuring client-employers and employees that BOR is committed to protecting your information and data. BOR utilizes affiliate companies and third-party vendors to perform certain tasks with regard to the service agreement(s). We do not share or sell personal information collected on the site or from the App with any third parties for their own marketing purposes. We limit the collection of personal information to that needed to service our contractual obligations and to fulfill any legal and regulatory requirements.

BOR requires certain information from Clients and their employees in order to perform its obligations under this Agreement. This information may include, but is not limited to, names, addresses, and social security numbers for employees and their family members. In turn, BOR may disclose non-public information provided by Client as required to conduct its business and as permitted or required by law, such as with regulators or law enforcement agencies. BOR may also share said information with its affiliates and third parties that assist BOR in processing and servicing Client’s account. BOR will not share Client’s non-public information with affiliated or non-affiliated companies who would use that information to market products or services to Client. Internal access to personal, non-public information, is limited to those individuals who need said information to provide the services and products covered by the service agreement(s). These individuals are expected to protect this information from inappropriate access, disclosure and modification. BOR recognizes the need to prevent unauthorized access to the information collected, including that information held in electronic format on BOR computer systems. BOR maintains physical, electronic and procedural safeguards intended to protect all non-public, personal information.

B. Security and Confidentiality

BOR utilizes commercially reasonable and industry standard administrative, physical, organizational and technical safeguards designed to prevent unauthorized access, use, alteration, destruction, or disclosure of client-employer and employee data.

        C. Client-employers and employees have a duty to safeguard all data transmitted to BOR and to safeguard access to the BOR-Go website and App, including securing access to any computer or device that is used to access such data.

D. Access to and Use Confidential Information

“Confidential Information” refers to any information that is reasonably understood to be restricted as to access and use. BOR limits access and use of confidential information to those essential parties performing tasks necessary to fulfill contractual service obligations or to exercise BOR’s rights under the service agreement(s). Again, essential information may be shared with affiliates, third party vendors, and various governmental agencies. BOR may also be required to release certain information pursuant to lawful orders arising from civil or criminal proceedings involving clients or their or employees.

E. HIPAA Data

Depending on the specific services being provided by BOR to the client, BOR may receive and retain protected health information. Any such information will be handled in compliance with the Health Insurance Portability and Accountability Act of 1996 and the rules and the regulations thereunder, as amended.

F. End User Responsibilities

It is the end user’s responsibility to safeguard login and password credentials. The end user should change device and App passwords on a regular basis and protect against unauthorized access to any device where the BOR-Go App is installed. It is also the end user’s responsibility to ensure that your employer and BOR have your current contact information, including home and mailing address, phone, and email address.

G. Termination and Records Retention

Access to the BOR-Go is restricted to active clients and their employees. Former employee will need to contact the appropriate Human Resources Department to obtain personal information following termination of employment. Upon cancellation of services by the client, the client will have 30 days to download client data, records and documents. After 30 days, client will need to request data, records and documents from BOR and additional fees may apply. Thereafter, BOR will retain and dispose of physical and electronic data and materials in accordance with applicable record retention statutes and industry standards for data destruction.

H. Contact Information

Any questions or concerns regarding this Privacy Statement can be directed to Back Office Remedies, Inc., 6212 W. Desert Inn Rd., Las Vegas, NV 89146.

I. California Privacy Rights

California Civil Code Section 1798 allows California residents to ask companies with whom they have an established business relationship to provide certain information about the companies’ sharing of personal information with third parties for direct marketing purposes. BOR does not share any California consumer personal information with third parties for marketing purposes without consent.

California customers who wish to request further information about our compliance with this law or have questions or concerns about our privacy practices may contact us by writing to: Back Office Remedies, Inc., 6212 W. Desert Inn Rd., Las Vegas, NV 89146

J. Data Breach Procedures

BOR will promptly notify you upon becoming aware of any incident that has or potentially has compromised the security, confidentiality or integrity of your data. As such, it is important to ensure that you keep your email address and phone number current with BOR. BOR will comply with all applicable state and federal laws and regulations regarding required notifications.

K. Modifications

BOR reserves the right to amend, modify, repeal or replace any or all of the terms contained in this agreement and in the privacy policy. The need for revisions could arise from legislative changes, changes in technology or our privacy practices or new uses of customer information not previously disclosed in this statement. Revisions are effective upon posting and your continued use of the BOR-Go system shall constitute acceptance of those changes. Periodic review of this Privacy Statement is recommended.

L. No Contract

This Privacy Statement is not a legal document or contract between the end user employee and Back Office Remedies, Inc. This document merely asserts BOR’s ideals and objectives with respect to handling the end user’s confidential data. Aside from the license agreement, the only contract with regard to this App is the Client Services Agreement entered into between BOR and the client-employer, to which the employee is not a party.

3.2 Scope of License Agreement

Eligible users are hereby granted a limited, non-exclusive, non-transferable, limited and revocable license to access and use the BOR-Go program software and associated App, on any compatible device that you own or control and as permitted by the Usage Rules set forth in the App Store Terms and Conditions or as provided by Google Play Store Terms and Conditions, (collectively the “Usage Rules”). This license prohibits distribution or network installation of this product. Unless later replaced in part or in whole, this license shall also apply to any subsequent updates to the BOR-Go program and associated App that may be issued by BOR. The software is protected by copyright and other laws and international copyright and other treaties. All title and intellectual property rights in and to the Software and all modifications, updates, enhancements and derivative works of the software are owned exclusively by BOR and you agree to execute any document reasonably requested by BOR to affirm and evidence such ownership rights. BOR reserves the right to modify, supplement, update and otherwise alter the software via software download or other modification procedures, and these terms will apply to such software as modified, supplements, updated, and otherwise altered.

BOR may pursue all available rights for any violations of this License Agreement, including civil and criminal remedies.

3.3 Confidentiality

Each party agrees that all information obtained during the course of this Agreement, whether or not in writing, relating to the business, technical or financial affairs of the other party (including but not limited to trade secrets, processes and procedures) that is generally understood in the industry as being confidential and/or proprietary information, is the exclusive property of the respective parties.  Each agrees to hold in a fiduciary capacity for the sole benefit of the other, all secret, confidential or proprietary information, knowledge, data, or trade secret relating to the other or any of its affiliates or their respective clients.  This mutual obligation shall survive the termination of this Agreement.  Each party agrees that it will not at any time, now or in the future, disclose to anyone any confidential information, or utilize such confidential information for its own benefit, or for the benefit of third parties without written approval by an officer of the company owning the confidential information.  Client acknowledges and agrees that all software programs, applications, employee manuals and other documents developed, created or compiled by BOR are copyrighted materials and that said materials, and any copies thereof, are and shall remain the property of BOR and that Client’s right to possess and use such materials and products shall cease upon the termination of this Agreement.

3.4 License Restrictions

The BOR-Go name, logo, software, and App are the property of BOR and are all protected by copyright, trademark, and other intellectual property laws. You may not modify, copy, distribute, transmit, display, publish, sell, license, create derivative works, decompile, reverse engineer, disassemble or unlawfully use or reproduce any of the software, copyrighted or trademarked material, trade secrets, or otherwise use any information available on or though this site for commercial or public purposes, except for information that is the sole and exclusive property of the client employer or yourself.

3.5 Software ownership and reservation of rights

The BOR-Go program and associated App are licensed, not sold, to you for use only under the terms of this license agreement, BOR is not transferring title or any ownership rights in the software to you and BOR reserved all rights not expressly granted to you. This license does not granted you any intellectual property rights in the software.

3.6 Location services – authorization

This App utilizes the geo location features in the user’s device to determine location when using the time and attendance features in the App. Within the App you will see the prompt screen “BOR-Go Would Like to Use Your Current Location”. You may respond by either allowing access or denying access to your location. The App only accesses location information upon clocking in or out of the App. Your authorization to allow the App to access the geo location features in your device is required in order to use the time and attendance features therein. Failure to authorize access will prevent use of those features.

3.7 Electronic Signature Service

BOR may utilize a third party provider and software service to allow Clients to sign documents. If you use the electronic signature service offered by BOR, you hereby authorize and agree to the use of said signature service. Each time you sign a document on the BOR-Go system, you affirmatively consent to the use of your electronic signature in lieu of an original signature and agree that the electronic signature shall have the same legal rights and obligations of a duly executed original signature.

3.8 Feedback

BOR appreciates any feedback or suggestions for improvement that may be provided. Such feedback is not requested or required and any such suggestions will become the property of BOR and may be used without compensation or credit of any kind to those providing the feedback.

4 DATA

4.1 Content and content rights

Client data will be available for download for a period of 30-days after a termination or cancellation event provided the termination or cancellation did not arise from non-payment or use or attempted use of the program and service in contravention of the terms and conditions contained in this Agreement. After the 30 day period, client will need to request such data, reports and documents from BOR and additional charges may apply.

4.2 Data and security breach

As the client, you will be inputing personal and confidential information into the program and your employees may be inputing their personal information via the App. You have a continuing duty to safeguard your data and that of your employees by restricting access to the BOR-Go program and App. You are responsible for maintaining the privacy of your login credentials. If your credentials are compromised, immediately change your password and contact your administrator. Further, you and your employees are responsible for the accuracy of the data entered into the program. Access and usage is subject to international, federal and state laws and you shall not use the BOR-Go program or associated App in contravention of applicable law.

BOR-Go will take commercially reasonable safeguards to protect the software and your data. BOR will not access your data except as may be requested by you or as necessary to provide the services required hereunder. BOR will not disclose your data to any third-party except as compelled by law. In the event BOR is lawfully compelled to release your data for any reason, BOR shall provide you with advance notice, if permitted by law.

Client shall be solely responsible for any security breach arising from the actions of its own employees, contractors, and agents. Client shall promptly notify BOR of any breach of the program or data and advise BOR on what remedial actions will be taken.

In the event of a security breach by anyone other than the Client’s employees, contractors, and agents, BOR will promptly initiate remedial actions to contain the breach, in accordance with industry standards and applicable laws. BOR will inform Client of the nature and scope of the breach and advise on containment efforts.

You agree that BOR may collect and use technical data and information that is gathered to facilitate software updates, product support and other services related to BOR-Go program and App. Further, BOR may use this data and information, as long as it is in a form that does not personally identify you, to improve its products or to provide services or technologies to you and your employees.

5 CHARGES AND PAYMENTS

5.1 Authority to bind and pay

By accepting the terms and conditions of the BOR-GO service, you acknowledge and represent that you are an authorized agent of the client company and that you have the authority to bind the company to such agreement as provided hereinabove.

5.2 Service Fees and Charges; Changes

As consideration for services and products provided to Client pursuant to the service agreement(s), client agrees to pay BOR fees, costs and expense reimbursements, as applicable, in accordance with the subscribed services. Your use of the service shall constitute acceptance of the fees, rates and costs associated with the subscribed services.

Client will be billed monthly for service charges including base plan fees and recurring employee charges. Payment for these recurring charges will be billed to the client credit card on file. Client will be billed each time payroll is submitted in the system for processing. Depending on the services requested, invoices could include: gross payroll, employer taxes, check printing and shipping. Payment for these charges will be made by ACH from the client’s designated bank account(s).

5.3 Bank Account Debiting

You hereby authorize BOR and its affiliates to initiate ACH transfers to your designated bank account(s) in such amount(s) as are necessary to: 1. Fund your direct deposits; 2. Pay all fees and charges for services rendered; 3. Pay your payroll tax deposits; 4. Pay any debit, correcting or reversing entry that has been returned unpaid to BOR; 5. Perform a test deposit or debit authorization as needed to establish payment mechanism; and 6. Pay any amount(s) due to BOR pursuant to the contracted services or expenses incident to the agreement. This authorization shall remain in full force and effect until such time as Client terminates in writing this authorization in accordance with the cancellation notice provisions contained herein.

Client shall maintain bank account balances sufficient to settle all ACH transactions initiated through BOR-Go.

5.4 Right of Offset.

BOR reserves the right to collect unpaid balances owed by client from any source or funds available. If charges cannot be made to the credit card on file, BOR may initiate an ACH transfer for any amounts due. If an ACH cannot be processed, BOR may charge client’s credit card on file, including a convenience fee, for any amounts due. If BOR cannot obtain payment by credit card or ACH for an outstanding balance due, then BOR has the right to deduct said amount(s) from any funds on hand that would otherwise be remitted for tax deposits, garnishments, benefits payments, etc., without limitation and without liability. Any shortages that arise in escrowed funds due to such an event are the sole responsibility of client.

5.5 Personal Guarantee

In consideration of BOR’s willingness to enter into this Agreement with Client, the undersigned hereby personally and unconditionally guarantees all financial obligations incurred by Client hereunder, including prompt payment thereof as required by this Agreement. Said guaranty is irrevocable for the duration of this Agreement and for so long as Client has any outstanding financial obligations to BOR.  Guarantor waives diligence, demand for payment, extension of time for payment, notice of acceptance of this guaranty, and notice of every kind, and consents to any and all forbearances and extensions of the time for payment or performance under this Agreement and to any and all changes in the terms of this Agreement.  BOR may enforce this guaranty without first resorting to or exhausting other remedies provided by the Agreement or the law.  Guarantor agrees to pay all reasonable costs and attorneys’ fees incurred by BOR in enforcing this guaranty. 

6 GENERAL PROVISIONS

6.1 Indemnity

Client shall defend, indemnify and hold harmless BOR and its officers, employees, agents and affiliates against: (a) all obligations, demands, claims, and liabilities claimed or asserted by any other party in connection with the transactions contemplated by this Agreement; and (b) all losses or expenses in any way suffered, incurred, or paid by BOR as a result of or in any way arising out of, following, or consequential to transactions between BOR and Client whether under this Agreement or otherwise (including without limitation reasonable attorneys' fees and expenses), except for losses caused by BOR's gross negligence or willful misconduct. Client shall be solely responsible for any liability or claims arising from failure to honor garnishment, child support or other legally mandated withholding orders.

6.2 Assignment

This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you without the prior written consent of BOR. Any guarantee shall remain in effect regardless of assignment, subject to release by BOR. Any attempted transfer or assignment in violation hereof shall be null and void. BOR reserves the right to transfer or assign this agreement to its successors in interest.

6.3 Waiver – BOR no waiver of rights

No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term, and BOR’s failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision. No waiver of any default or failure or delay to exercise any right or remedy by BOR shall operate as a waiver of any other default or of the same default in the future or as a waiver of any right or remedy with respect to the same or any other occurrence. Client shall be responsible for all reasonable attorneys’ fees and costs incurred by BOR in enforcing its rights under this Agreement. Any dispute arising under the Agreement shall be brought within one (1) year of when the claim was incurred. The remedies herein are cumulative and not exclusive of any remedies provided by law.

6.4 Disclaimer

To the maximum extent permitted by applicable law, the BOR-Go program, associated App and any services performed or provided by BOR and its affiliates are provided “As Is” and “As Available”, with all faults and without warranty of any kind, and BOR hereby disclaims all warranties and conditions with respect to the BOR-Go program and App and any services, either express, implied or statutory, including, but not limited to, the implied warranties and/or conditions of merchantability, of satisfactory quality, of fitness for a particular purpose, and accuracy. BOR does not warrant that operation of the service will be error free or uninterrupted.

To the extent not prohibited by law, in no event shall BOR or its affiliates be liable for injury, or incidental, special, indirect or consequential damages whatsoever, including, without limitation, damages for loss of profits, loss of data, business interruption or any other commercial damages or losses, arising out of or related to your use or inability to use BOR-Go or the App, however caused, regardless of the theory of liability (contract, tort or otherwise) and even if BOR has been advised of the possibility of such damages. In no event shall BOR’s total liability to you for all damages exceed the amount of five dollars ($5.00). The foregoing limitations will apply even if the above stated remedy fails of its essential purpose.

In providing services under this Agreement, BOR will endeavor to perform in a manner consistent with that degree of care and skill ordinarily exercised by members of the same industry providing substantially similar services and products. BOR makes no warranty, express or implied, as to services rendered under this Agreement. The parties recognize that work product may on occasion contain errors, omissions or inconsistencies. However, Client agrees to bring such matters to the attention of BOR promptly upon discovery and allow BOR to make corrections as necessary. Client acknowledges that errors arising in work product due to incorrect or incomplete data provided by Client to BOR may result in additional fees and/or costs being assessed to Client as necessary to correct the issue.

BOR shall be entitled to, in good faith, rely and act upon any report or other information furnished to it by any officer, employee, agent or affiliate of Client, including outside professionals acting on behalf of Client. To the maximum extent permitted by law, no officer, employee, agent or affiliate of BOR shall be liable to any person or entity for any action taken or omitted in connection with the services or products provided hereunder where BOR relied on incorrect, incomplete or false information provided by Client or by others on its behalf. BOR and its affiliates shall not be liable to Client for any special, indirect, incidental, consequential, or punitive damages, or lost profits arising from the products or services provided herein by BOR.

6.5 Dispute Resolution – ADR (mediation, Arbitration)
  1. DISPUTE RESOLUTION AND ESCALATION. The parties shall make reasonable good faith efforts to resolve all disputes in a timely and expeditious manner. Client shall initially contact the assigned BOR Account Manager as soon as practicable to advise him or her of the issue. In any event, Client shall notify BOR within 7 days of discovering any errors, as further delay shall constitute waiver of the error at the discretion of BOR management. If the BOR Account Manager is unable to resolve the matter on his or her own, the matter will then be escalated to the Supervising Account Manager. If the issue still cannot be resolved or requires special authorization to resolve, the matter will promptly be brought to the attention of the BOR President.

  2. If there is a dispute between Client and BOR in the interpretation, validity, construction or enforceability of this Agreement, the dispute shall be referred to non-binding mediation prior to the initiation of any legal proceeding. Both parties agree to meet with a qualified mediator in a good faith effort to negotiate a resolution of the dispute unless both parties agree in writing to waive this provision. The parties agree to split the cost of the mediator equally. If the parties cannot agree on the specifics of the mediation, including but not limited to date, time, and/or mediator, the mediation process will instead follow the Commercial Mediation Procedures of the American Arbitration Association in effect at the time of inception of this Agreement. The mediation will continue until the dispute is resolved; or the mediator notifies the parties that is unlikely that the dispute will be resolved through mediation; or any party elects to end the mediation. Client shall have (30) days to accept BOR’s written invitation to participate in mediation. Refusal to participate in mediation; respond to a request to participate in mediation, or, after agreeing to participate, refusal to agree to terms of mediation, or to pay its share of mediation expenses will result in a waiver of this clause.

6.6 Governing law/Choice of Laws/Forum

Use of the BOR-Go program and App is governed by agreement(s) between BOR and the client employer and any dispute arising out of such use is subject to the agreement(s) and choice of laws and venue selections contained therein. This license shall be governed by the laws of the State of Nevada and venue shall be in Clark County, Nevada. Your use of the App is also subject to national and international laws.

This Agreement shall be enforced in accordance with the laws of the State of Nevada and shall be construed in accordance therewith. The parties hereto agree that all actions or proceedings arising in connection with this Agreement shall be tried and litigated exclusively in the State and Federal courts located in the County of Clark, State of Nevada. The aforementioned choice of venue is intended by the parties to be mandatory and not permissive in nature thereby precluding the possibility of litigation between the parties with respect to or arising out of this Agreement in any jurisdiction other than that specified in this paragraph. Each party hereby waives any right it may have to assert the doctrine of forum non conveniens or similar doctrine or to object to venue with respect to any proceeding brought in accordance with this paragraph, and stipulates that the State and Federal courts located in the County of Clark, State of Nevada, shall have in personam jurisdiction and venue over each of them for the purpose of litigating any dispute, controversy, or proceeding arising out of or related to this Agreement. Each party hereby authorizes and accepts service of process sufficient for personal mail, return receipt requested, postage prepaid, to its address for the giving of notices as set forth in this Agreement. Any final judgment rendered against a party in any action or proceeding shall be conclusive as to the subject of such final judgment and may be enforced in other jurisdictions in any manner provided by law.

6.7 Waiver of Class Action and Jury Trial

Any legal proceedings must be brought in the parties’ individual capacity and not as a plaintiff or class member in any purported class action, collective action, private attorney general action or other representative proceeding. This waiver applies to class arbitration and, unless we agree otherwise, the arbitrator may not consolidate more than one person’s claim. You agree that by entering into this agreement, you are waiving the right to trial by jury or to participate in class action, collective action, private attorney general action or other representative proceeding of any kind.

6.8 Entire Agreement

This Agreement contains the entire understanding of the parties and there are no commitments, agreements, or understandings between the parties other than those expressly set forth herein. It is intended as a complete and exclusive statement of the terms of such agreement, and supersedes all negotiations, stipulations, understanding, agreements, representations and warranties, if any, which precede or accompany the execution of this Agreement, except for specifically identified addendums to this Agreement.

Access and use of BOR-Go and the App and related services is controlled by this license agreement, and the Client Service Agreement(s), if any, entered into between BOR and the client employer. These agreements, together with any amendments and any additional agreements you may enter into with in connection with the service, shall constitute the entire agreement between you and BOR concerning the service. If any provision of this Agreement is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect.

6.9 Modification of Agreement

This agreement shall not be altered, waived, modified, or amended except in writing signed by both parties hereto. For convenience of the parties, modifications can be confirmed by email or other electronic means until such time as the parties can execute an addendum to this Agreement.

BOR reserves the right to change any or all of the terms contained in this Agreement in its sole discretion at any time with or without advance notice to you. Your continued use of BOR-Go or services after notice constitutes your acceptance of this Agreement, as updated. If you do not agree to any of these terms or any future terms, you may not use or access the BOR-Go program or App.

The BOR-Go program and the services provided to the client may be modified or discontinued, either temporarily or permanently, by BOR at any time with or without advance notice. You agree that BOR shall not be liable to you or to any third party for any such changes to BOR-Go or services provided.

6.10 Severability

In the event any provision in the Agreement or the addendums hereto shall be declared invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

6.11 California Residents

The developer and provider of BOR-Go and the associated App and the services rendered to client employer is Back Office Remedies, Inc., located at 6212 W. Desert Inn Rd., Las Vegas, NV 89146. We can be contacted at 702-776-8718. In accordance with Cal. Civ. Code §1789.3, if you are a California resident, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112 Sacramento, CA 95834 or by telephone at either 800-952-5210 or 916-445-1254. With respect to Insurance Services, you may report any complaints to the insurance regulator in your state.

6.12 Force Majeure

Except for payment obligations, neither party shall be liable for a failure or delay in performing any of its obligations hereunder if, but only to the extent that, such failure or delay is due to causes beyond the reasonable control of the affected party.

The failure of a party to perform its obligations under this Agreement, (except for each party’s confidentiality and indemnity obligations and obligations to pay money when due hereunder), resulting from a case of force majeure, such as fires, floods, earthquakes, accidents or any other cause beyond the reasonable control of the party affected thereby and without the fault or negligence of the party so affected, which directly affect the ability of the party to perform its obligations under this Agreement, shall not be considered the basis for an event of default under this Agreement, provided that the party affected thereby shall: (i) give prompt notice to the other party of the date of commencement of the force majeure, the nature thereof, and expected duration; and (ii) use reasonable efforts to avoid or remove the force majeure to the extent it is so able to do; and (iii) make up, continue on and complete performance when such cause is removed to the extent it is able to do so. In the event any such failure to perform under this Agreement as a result of a case of force majeure continues for more than two (2) consecutive weeks, the aggrieved party shall have the right to terminate this Agreement with immediate effect by sending written notice as provided herein, subject to the rights and obligations of the parties which subsist at the effective date of termination.

6.13 Time of the Essence

The parties acknowledge that time is of the essence in the performance of each party’s obligations and commitments hereunder. Failure by either party to timely perform its respective services and obligations may impair or prevent the other party from performing its own obligations hereunder. Failure by the Client to timely and accurately submit requested information or to make payments when due shall constitute a material breach hereunder.