Terms of Service

IMPORTANT NOTICE: PLEASE READ THESE TERMS OF SERVICE CAREFULLY—THEY AFFECT YOUR LEGAL RIGHTS AND OBLIGATIONS, AND INCLUDE WAIVERS OF RIGHTS AND LIMITATIONS OF LIABILITY. THEY ALSO REQUIRE DISPUTES BETWEEN US TO BE RESOLVED THROUGH BINDING INDIVIDUAL ARBITRATION AND TO WAIVE ANY RIGHT TO A JURY TRIAL, CLASS OR COLLECTIVE ACTIONS OR PROCEEDINGS, AND ANY OTHER COURT PROCEEDING OF ANY KIND, SUBJECT TO LIMITED EXCEPTIONS. THE FULL TERMS OF THE ARBITRATION AGREEMENT ARE BELOW.

Auxilium Laboris, Inc., a Delaware corporation, d/b/a LaborAid (“LaborAid”) provides business-to-business software and payment services. These Terms of Service (the “Agreement”) are a legal agreement between LaborAid and the Company (as defined below), governing the Company’s access to and use of LaborAid’s proprietary online platform that offers software as a service for union fringe benefit fund contribution calculation, reporting, and ACH remittance. This Agreement governs the Company’s use of the Services made available by LaborAid through our website located at, the associated software and services, or access to our online platform through the website of one of our partners (collectively, the “Services”). PLEASE READ THIS AGREEMENT CAREFULLY BEFORE USING ANY LABORAID SERVICES. If the Company does not agree to this Agreement, do not use the Services.laboraid.com

As used in this Agreement, the words “Company,” “you,” and “your” refer to the signatory contractor or other business entity that is a customer of the Services and the party agreeing to this Agreement. This Agreement is entered into solely between LaborAid and the Company and does not extend to any individual employees, end-users, or other third parties. The words “we,” “us,” “our,” and any other variation thereof refer to LaborAid. Please note that Core Bank may also enforce any provisions of this Agreement that relate to the banking services or payment processing that they provide. Any reference to LaborAid and Core Bank in this Agreement also includes, as applicable, their respective affiliates, directors, officers, employees, contractors, owners, and agents.

ACCEPTANCE OF AGREEMENT

This Agreement is entered into by and between LaborAid and the Company. By accessing the Services, the Company accepts and is obligated to follow the terms outlined in this Agreement. If the Company does not consent to these terms, please refrain from using the Services.
AMENDMENTS

LaborAid reserves the right to alter this Agreement at its own discretion by revising this document as needed. We will make a reasonable effort to inform the Company of any significant updates to the Agreement. By continuing to use the Services following such changes, the Company indicates its acceptance of the revisions. For any inquiries regarding this Agreement, feel free to reach out to us at [email protected].

Notwithstanding the foregoing, any changes to the dispute resolution provisions set forth in Section 26 (Dispute Resolution; Agreement to Arbitrate) will not apply to any disputes for which the parties have actual notice on or prior to the date the change is posted or communicated.
OVERVIEW OF LABORAID SERVICES
1. Overview of Services. LaborAid offers tools designed to assist signatory union contractors, labor unions, and trustees in efficiently handling fringe benefit contribution and remittance processes. Through our Software Application (“Software”), signatory union contractors (“Payors”) can submit fringe benefit contributions to their associated labor union benefit funds, trustees, or fund administrators (as the case may be) (“Recipients”) through LaborAid’s platform and ACH payment infrastructure. LaborAid gathers information on fringe benefit rates, dues, and fees (“Union Dues”) from the Payor’s applicable labor union(s) by extracting data from collective bargaining agreements, rate schedules, and other pertinent union documents, and integrates this information into our Software. This enables Payors to swiftly and precisely calculate and submit Union Dues. Payors provide payroll reports for their union workers and LaborAid calculates the contributions due to each union benefit fund.
2. Payment Options. LaborAid facilitates payment transfers from Payors to Recipients through automated clearinghouse (“ACH”) or checks. LaborAid accommodates bank transfers initiated by Payors from any U.S.-based financial institution. For the purposes of this Agreement, “Eligible Payor(s)” refers to specific Payors that have satisfied LaborAid’s due diligence requirements and have engaged with the LaborAid platform. LaborAid reserves the right to adjust these eligibility standards periodically based on evolving risk factors.
3. Fund Ownership.
  1. Payments of Union Dues directed to Recipients (excluding LaborAid Fees) remain outside of LaborAid’s legal possession throughout the payment process, from the initiation of the payment to its successful completion, including any refunds that may follow.
  2. Each Payor shall have an individual account with Core Bank, for which LaborAid is authorized to give payment instructions. Each account shall be owned by the Company, and only the Company will have authority over where those funds are moved. For clarity, all funds that run through Core Bank are solely for the purpose of paying Union Dues and for no other purpose.
4. An Independent Third-Party.
  1. LaborAid operates as an independent, third-party service provider and does not have any formal affiliation with your Recipients or Payors. The Company understands and accepts that utilizing the Services does not create a three-way contract involving the Company, LaborAid, and the Company’s Recipients or Payors.
  2. As such, neither LaborAid nor the Banks assume responsibility or liability for any outcomes stemming from the Company’s dealings or agreements with Recipients or Payors. This includes, but is not limited to, payment conditions, delays or missed remittances, the timely and correct delivery of goods or services, and any disputes that may emerge. The Company also recognizes that using LaborAid Services does not modify or impact any payment terms set by Recipients. Neither LaborAid nor the Banks endorse, suggest, or accept responsibility or liability for any products, services, or claims made by Recipients.
  3. Recipient statements, opinions, company policies, or practices are not representative of LaborAid or its business partners.
5. Specified Purpose. The Services are made available to the Company solely for the purpose of calculating, reporting, and remitting fringe benefit contributions through LaborAid’s platform in accordance with the Company’s applicable collective bargaining agreements (“Specified Purpose”). Any use of the Services—or any data, output, or reports generated therefrom—for any purpose other than the Specified Purpose is prohibited and constitutes a material breach of this Agreement.
ELIGIBILITY AND ACCOUNT SETUP
1. Eligibility Requirements. In order to use the Services, the Company must: (i) be a validly formed and duly authorized business entity organized under applicable law, (ii) have a valid and active business email address; (iii) be a United States-domiciled signatory union contractor operating under one or more collective bargaining agreements; and (iv) maintain a valid deposit account at a United States-based financial institution. Other restrictions may apply.
2. Creating an Account. In order to access the Services, the Company must create an account (“Account”). When setting up an Account, the Company will be required to create log-in credentials by providing company information, including the Company’s legal name, a valid business email address, business information (such as an EIN or TIN), and a strong password (collectively, “Registration Information”). The Company agrees to provide true, accurate, and complete Registration Information and to notify LaborAid promptly if any Registration Information changes. The Company agrees to take reasonable precautions to safeguard its password and other authentication details and keep them confidential. The Company is responsible for all activity that occurs in association with its Account. LaborAid is not liable for any loss or damages caused by the Company’s failure to maintain the confidentiality of its Account credentials.
3. Multiple Users. The Company may invite additional persons who are authorized to act and to transact on behalf of the Company (each, an “Authorized Delegate”). Authorized Delegates are granted the right to access and use the Services on behalf of the Company. The Company may impose certain controls or limits on an Authorized Delegate’s access to the Services, including, but not limited to, setting maximum transaction amounts for an Authorized Delegate or requiring approval for certain transactions. The Company is responsible for all actions and omissions of its Authorized Delegates. Any act or omission by any Authorized Delegate that would constitute a breach of this Agreement if done by the Company shall be deemed a breach of this Agreement by the Company. The Company will manage its roster of Authorized Delegates and will promptly deactivate any Authorized Delegate whose access should be terminated. The Company will ensure the security and confidentiality of its Account and will use commercially reasonable efforts to prevent unauthorized access to or use of the Services.
4. Accountants. The Company may enable certified public accountants, bookkeepers, or others (“Accountants”) to utilize the Services on the Company’s behalf. Any Accountant who enrolls in the Services represents, warrants, and covenants that it has express authority from the Company to transact through the Services using any linked payment methods and shall provide written documentation of such authority upon LaborAid’s request. Accountants remain fully responsible for any and all activities associated with Company payment methods, including without limitation any payment of Fees, chargeback, clawback, or ACH return associated with a linked payment method.
5. Business Information and Identity Authentication.
  1. Business and financial information submitted via the Services is subject to our Privacy Policy, accessible at laboraid.com/privacy. By using the Services, the Company agrees to, and is bound by, the terms of LaborAid’s Privacy Policy, which is incorporated by reference into this Agreement as if set forth herein in its entirety.
  2. The Company grants LaborAid, either directly or via third parties, permission to conduct any inquiries LaborAid deems essential to confirm the identity or legal existence of the Company, including its authorized signatories. This could involve requesting additional corporate documentation, requiring actions to verify ownership of business email addresses, financial accounts, or business-related information, and cross-checking corporate information with third-party databases or other resources. Should LaborAid be unable to validate the Company’s identity or legal existence, LaborAid reserves the right to restrict the Company’s access to the Services or limit Account usage.
6. Data Retention and Access Upon Cancellation.
  1. Following the termination or cancellation of the Company’s Account or subscription, LaborAid will allow the Company to access its data (including payroll reports, remittance records, and contribution calculations) stored on the LaborAid platform for a period of one hundred eighty (180) days from the date of such termination or cancellation, unless a longer period is required by applicable law or regulation.
  2. During the post-cancellation access period, the Company may access its data via the standard LaborAid platform interface or, if the platform is inaccessible, via an alternative method provided by LaborAid. The Company will not have access to the full suite of LaborAid platform features, tools, or customer support reserved for active subscribers.
  3. After the foregoing one hundred eighty (180) day period, or longer if required by law, LaborAid reserves the right to delete or anonymize the Company’s data. The Company is encouraged to retrieve and back up its data within the applicable time frame. This provision does not apply to data subject to legal holds or other legal obligations requiring its retention, which shall be retained as required by applicable law.
7. Linking a Payment Method. After setting up an Account, the Company may associate different payment options, such as depository accounts at financial institutions (each referred to as a “Bank Account”), from which the Company will send Union Dues. The Company consents to LaborAid transferring, storing, and handling the Company’s financial and business information as outlined in our Privacy Policy, which can be found at laboraid.com/privacy.
8. Payment Method Verification. Upon addition to an Account, the Company’s Bank Account may be verified to confirm its validity. If so, a temporary, small authorization charge may appear on the bank statement. The Company authorizes LaborAid to credit its Bank Account with two different and random micro-deposits, which the Company will be required to confirm once prompted through the Services. The Company also authorizes LaborAid to debit its Bank Account for the amounts of the two micro-deposits within ten business days.
9. Payment Method Representations. When the Company adds a payment method to its Account, the Company agrees to the following:
  1. The Company has the authority to disclose the payment method information and to bind itself as an entity;
  2. The Company authorizes the initiation of debit or credit entries, as applicable, to the payment methods in accordance with instructions inputted through the Services, and, if necessary, the initiation of adjustments for any transactions debited or credited in error;
  3. The Company acknowledges that transactions initiated from its payment method must comply with laws in all applicable jurisdictions;
  4. The Company’s authorization will remain in effect until not later than thirty days after LaborAid receives written notice from the Company of its desire to cancel; and
  5. The Company will not use the Services for personal, family, or household purposes; the Services are offered solely for commercial, business purposes.
10. Existing Payment Method Terms. All payment method usage associated with payments submitted via the Services is subject to existing terms for the Company’s payment method, including any relevant transactional limits. Where applicable, LaborAid (and to the extent applicable, the Banks) retains all rights and authority for the treatment of payment methods via the Services, which may supersede the Company’s payment method program terms.
11. Restrictions on Payment Methods. To prevent fraud and comply with legal obligations, we may ask for additional information from the Company and from any third parties. We may place a payment or payment method on hold for review if the Company is not willing to cooperate with our review process. We reserve the right to limit or refuse the Company’s use of a particular payment method for any reason in our sole discretion.
12. Recipient Setup. To use the Services, a Payor may enter payment information for Recipients or, alternatively, a Recipient may provide payment information. Please note that the ability to effect electronic payment to new Recipients may depend on the Recipient’s willingness to provide us and the Banks with its banking details. If the Recipient does not provide this information, neither the Banks nor LaborAid will be able to complete the transaction electronically and we or our business partners will send such Recipient a paper check.
MAKING PAYMENTS THROUGH THE SERVICES
1. Payment Submission. Payments can be submitted for immediate or future processing via the Services. Payment submission requires at least the following to be specified with such payment’s submission: (1) a Recipient; (2) a payment method; and (3) the Company’s payroll data for its union member employees. Any or all of the above fields may be pre-filled. The Company agrees to allow LaborAid (and to the extent applicable, the Banks) to share this information with the applicable Recipient.
2. Payment Information. LaborAid may require additional information from the Company at the time a payment is submitted. This may include, but is not limited to, requesting additional documentation related to a specific payment or additional details regarding the designated Recipient or the Payor.
3. Satisfactory Goods or Services. By submitting a payment for processing through the Services, the Company agrees that the services provided by the Recipient in exchange for the payment have already been rendered to the Company’s satisfaction. The Company hereby waives any future claims regarding insufficient or unexpected quality or untimely performance of services provided in connection with the payment of Union Dues.
4. Processing Payments.
  1. Payments made through the Services require sufficient time for the Recipient Fund to receive payment. To make a payment, use the Services to select the date (“Process Date”) on which LaborAid (or its business partners) will debit the Company’s payment method to pay its Remittances. The Services will indicate the earliest possible Process Date for each payment. We will use commercially reasonable efforts to issue payment within standard banking timeframes. Payment Process Dates can be viewed in LaborAid’s Knowledge Base, found.here
  2. The Company will be solely responsible for scheduling payments and selecting a Process Date for each remittance that allows sufficient time for the payment to be delivered on or prior to the due date. Typically, it takes two to three full business days after the Process Date to post an electronic payment, and about five full business days (excluding all bank holidays) to deliver a check payment within the territorial United States by first class mail. Note, however, that the expected delivery timeframe is a projected estimate based on standard timelines for a given disbursement channel and is subject to change.
  3. Payments submitted for immediate processing will require successful payment method authorization at time of submission, while payments marked for future processing will require payment method authorization on the Process Date indicated for the payment. If a payment method fails to authorize, LaborAid and the Banks will be unable to continue to process the payment, and LaborAid will notify the Company via the Services.
5. Scheduled Payments.
  1. LaborAid may implement a solution wherein a payment may be submitted with a Process Date in the future (“Scheduled Payments”), in which case this option must be assigned to a payment method at time of submission which remains valid through the payment Process Date. The details of a Scheduled Payment, including associated Fees, are locked in at time of submission, except where noted otherwise.
  2. Prior to its Process Date, a Scheduled Payment may be cancelled or edited via the Services. Editing a Scheduled Payment is functionally treated as the deletion of the original Scheduled Payment and creation of a new Scheduled Payment, and accordingly may result in alterations not specifically requested, including but not limited to the timely submission of Union Dues to the Recipient fund, recalculation of associated fees (per Section 13), and reiteration of any applicable payment review processes (per Section 7).
6. Faster Payments. LaborAid may make available to approved Payors and/or Recipients a service that enables such Payors and/or Recipients, as applicable, to request that certain eligible payments be delivered more quickly via Same-Day ACH, real-time payments, and/or wire transfer (“Faster Payments”). Faster Payments may be subject to an additional fee, which will be displayed to an approved Payor and/or Recipient through the Services at the time such request is made. In connection with Faster Payments, Payors or Recipients, as applicable, remain responsible to LaborAid for chargebacks, clawbacks, and ACH returns pursuant to Section 11. LaborAid may disable the Faster Payments service for any payment at any time at its discretion based on eligibility requirements and will not charge a fee if it does so. LaborAid does not guarantee the availability of the Faster Payment service and may make changes to the service or discontinue it at any time. The Company acknowledges and agrees that real-time payments are processed immediately once initiated and therefore may not be canceled, reversed, refunded, or edited.
PAYMENT AUTHORIZATION
1. General Payment Authorization. By submitting the names and account details of Recipients the Company intends to pay, the Company grants LaborAid and the Banks permission to execute the payment directives provided. To enhance the speed and accuracy of payment processing, the Banks, following LaborAid’s guidance, may direct payments to the most current known address or bank account of the Recipient. If needed, the Banks, under LaborAid’s direction, may modify payment information or formats, or adjust or reconfigure a Recipient’s account number to align with the account number or format required by the Recipient for electronic payment handling.
2. ACH Authorization. The Company acknowledges that when using ACH to pay Recipients through the Platform, the Company authorizes LaborAid or the Banks to debit the Company’s payment method in increments or as a lump sum and remit funds in accordance with the Company’s collective bargaining agreements and rate notices through the ACH. Additionally, the Company authorizes LaborAid or the Banks to resubmit any ACH debit that is declined due to insufficient funds, uncollected amounts, or other reasons. The Standard Entry Class codes (“SEC Code”) used for our clients are primarily CCD, ARC, and ACK. The Company acknowledges that all payment activities will adhere to the regulations set forth by NACHA, the Electronic Payments Association, as updated periodically. In this context, the Company acts as the “Originator,” LaborAid serves as the “Third Party Service Provider,” and the Banks function as the “Originating Depository Financial Institutions.” The Company is responsible for all claims, demands, losses, liabilities, and expenses (including attorneys’ fees and costs) that result directly or indirectly from its failure to perform its obligations as a signatory under its respective collective bargaining agreement(s), ERISA, the Internal Revenue Code, or any other applicable laws relating to the remittance of benefit funds, and the Company indemnifies LaborAid and the Banks for the same.
PAYMENT REVIEW
1. Review. At any time post-submission, a payment may be subject to review, which serves to better understand the nature of and reason for the payment. During this review process and for any reason, LaborAid or the Banks may place a temporary hold on the delivery of a payment for as long as reasonably required to conduct an appropriate inquiry regarding the Company, the Recipient, payment history, and other relevant circumstances and factors.
2. Cooperation. The Company acknowledges that LaborAid’s ability to efficiently and effectively review a payment is reliant upon the Company’s cooperation, and the Company absolves LaborAid and the Banks from any negative impacts to the delivery of a payment arising from delayed, incomplete, or insufficient responses to LaborAid’s inquiries.
3. Result of Payment Review. Depending on the results of a review, LaborAid may instruct the Banks to clear the payment, reverse the payment, or hold the payment pending instructions from a government agency. LaborAid also reserves the right to cancel any payment. In such cases and as permitted by applicable law, funds will be returned to the Company via the original payment method, or if necessary, via other means.
RETURNED TRANSACTIONS

Recipients or the United States Postal Service may return payments for various reasons such as, but not limited to, the Recipient’s forwarding address having expired, an invalid bank routing number, an invalid bank account number, an incorrect Recipient remittance address, the Recipient’s inability to identify an account, or a Recipient account that is paid in full. In the case of a Recipient’s refusal to accept payment, neither LaborAid nor the Banks will have liability for any resulting loss or damage. LaborAid will use commercially reasonable efforts to provide the Company with notice of returned payments and will offer through the Services the choice whether to void and credit or void and reissue the payments. The Company agrees that neither LaborAid nor the Banks shall have any liability for any such returned payments. Unless otherwise directed, LaborAid will void such payments. The Company hereby authorizes LaborAid or the Banks to credit such payments to the Company’s payment method.
INSUFFICIENT FUNDS

The Company agrees to maintain sufficient funds throughout its relationship with LaborAid to satisfy all obligations including reversals, returns, and associated fees. The Company agrees to add funds immediately if notified that its funds are insufficient. Without limiting any other available remedies, if any payment initiated from the Company’s payment method is returned because of insufficient funds, the Company must reimburse LaborAid (or to the extent applicable, the Banks) for any corresponding payment amount immediately upon request, plus exceptions processing fees, plus any bank fees, charges, or penalties for return items. LaborAid reserves the right to suspend the Company’s access to the Services, including the ability to send Union Dues.

LaborAid retains the right to charge interest on any overdue balance at the rate of 1.5% per month, or the maximum amount permitted by applicable law (if lower). The Company will also be responsible for LaborAid’s reasonable costs of collection, including attorneys’ fees, if LaborAid deems it necessary to take any legal or administrative action to collect unpaid fees or amounts owed.
CANCELLATION REQUESTS

The Company can cancel, reschedule, or adjust scheduled payments by following the instructions provided within the Services. There is no fee for making these changes prior to payment processing. However, once LaborAid or the Banks start processing a payment, it cannot be canceled, rescheduled, or altered, and the Company will need to submit a stop payment request instead.
CHARGEBACKS

If the Company, as a Payor, triggers a chargeback, clawback, or ACH return outside the LaborAid system for a payment already sent to the Recipient, the Company agrees to transfer to LaborAid any claims it has against the Recipient related to that chargeback, clawback, or ACH return. The Company also permits LaborAid to directly contact the Recipient to seek repayment for any funds already delivered to them for which the Company has initiated such an action.

If LaborAid receives a chargeback, clawback, or ACH return from a Payor, the Company, as the Recipient, allows LaborAid to withdraw the amount of the chargeback, clawback, or ACH return (plus any related fees) from its registered payment method or to hold back funds from upcoming distributions. The Company understands and accepts that its Account and use of the Services, including payment capabilities, may be paused or restricted until the chargeback, clawback, or ACH return matter is resolved.
STOP PAYMENT REQUESTS AND REFUNDS
1. Stop Payment Requests. LaborAid’s capacity to handle a stop payment request depends on the payment method used and whether a check has already been cleared. Both LaborAid and the Banks need sufficient time to respond to a stop payment request once a payment has been processed. To halt a payment that has already been processed, the Company must reach out to LaborAid at [email protected] or by filing a support request through the contractor portal. While LaborAid will make every reasonable effort to fulfill stop payment requests, neither LaborAid nor the Banks will be held responsible if they are unable to do so. Additional fees may apply to stop payment requests.
LABORAID FEES
1. Service Fees. The Company acknowledges and accepts that LaborAid charges Fees for using its Services, and the Company commits to paying these Fees in full. These Fees will be applied to the Company’s payment method either as a distinct transaction separate from principal payments or combined into one transaction with both amounts, based on the relevant regulations. Applicable fees and charges may be amended from time to time at LaborAid’s sole discretion. All fees are exclusive of taxes, and the Company is obligated to pay such taxes as applicable. LaborAid will issue an invoice on a monthly basis reflecting all Fees incurred for Services rendered during the prior calendar month. Invoices shall be calculated automatically and dispatched to the Company via PDF download through its LaborAid account. Payment is due within thirty (30) days of the invoice date (“Net 30”). Failure to remit payment by the due date may result in suspension of Services and/or the assessment of late fees as permitted by applicable law.
2. Non-Payment Policy. The Company must pay all outstanding balances from prior remittance periods before submitting subsequent remittances. Failure to pay outstanding balances will result in the suspension of the Company’s ability to submit new remittances until all past-due amounts are paid in full.
3. Liability for Late Remittances. Non-payment of LaborAid’s fees due to returned ACH transactions, disputed transactions, or any other payment failure may result in delayed processing and late submission of remittances to their respective funds and union locals. The Company acknowledges and agrees that all liability for late remittances, including any penalties, interest, or other consequences imposed by benefit funds, union locals, or regulatory authorities, remains solely the responsibility of the Company. LaborAid is not a signatory to any collective bargaining agreement and does not assume liability as such. LaborAid shall not be liable for any late remittances or associated penalties resulting from the Company’s failure to timely pay LaborAid’s fees, regardless of the reason for such non-payment.
4. Fee Updates. Fees may vary depending upon factors including but not limited to the Company’s laborer headcount, the payment’s Recipient, the payment method, and other variables. Fees are subject to change at any time and are calculated in real time and presented to the Company during review of a payment, prior to submission.
APPLICABLE TAXES AND PENALTIES
1. Taxes. The Company is responsible for all applicable taxes arising from its use of the Services, if any. Additionally, the Company is responsible for all fees, fines, penalties, and other liability incurred by LaborAid, the Company itself, or a third party caused by or arising out of the Company’s breach of this Agreement and/or its use of the Services. The Company agrees to reimburse LaborAid or a third party for any and all such liability.
2. Collection of Funds Owed. In the event that the Company is liable for any amounts owed to LaborAid or the Banks, including for payments forwarded to Recipients for which the Company initiates a chargeback or ACH return, the Company authorizes LaborAid (on its own behalf and on behalf of the Banks) to collect such amounts from the Company’s default payment method or other available payment methods. If the Company has insufficient funds to fulfill such payment, LaborAid (on its own behalf and on behalf of the Banks) may engage in collection efforts and/or other legal actions to recover such amounts.
PROHIBITED USE; ANTI-CIRCUMVENTION
1. Prohibited Use of Calculation Tools. The Services include proprietary tools that calculate fringe benefit contribution amounts owed by the Company under its applicable collective bargaining agreements and rate schedules (“Calculation Tools”). The Calculation Tools are made available to the Company solely for the purpose of generating accurate contribution amounts to be remitted to the applicable Recipient funds through LaborAid’s ACH payment infrastructure. The Company is strictly prohibited from using the Calculation Tools—or any output, data, or reports generated therefrom—to determine contribution amounts that the Company then remits outside of LaborAid’s platform, including but not limited to remittances made directly by the Company to a Recipient fund, remittances made through a competing service provider, or remittances made by any other means that bypass LaborAid’s ACH processing infrastructure (“Circumvention”).
2. Additional Prohibited Uses. The Company may use the Services only for lawful purposes and in accordance with this Agreement. In addition to the Circumvention prohibition above, the Company agrees not to:
  1. use the Services in any way that violates any applicable federal, state, local, or international law or regulation;
  2. use any robot, spider, or other automated device, process, or means to access the Services for any purpose, including monitoring or copying any of the material on the platform;
  3. use any device, software, or routine that interferes with the proper working of the Services;
  4. introduce any viruses, Trojan horses, worms, logic bombs, or other malicious or technologically harmful material;
  5. attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the platform, the server on which the platform is stored, or any server, computer, or database connected to the platform;
  6. impersonate or attempt to impersonate LaborAid, a LaborAid employee, another user, or any other person or entity; or
  7. engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Services, or which may harm LaborAid or its users or expose them to liability.
3. Acknowledgment. The Company acknowledges that: (i) LaborAid has no ability to directly verify whether a remittance calculated through the Calculation Tools is ultimately processed through LaborAid’s platform; (ii) any Circumvention constitutes a material breach of this Agreement and a misappropriation of LaborAid’s proprietary platform and software; and (iii) the prohibition on Circumvention is a material term of this Agreement, without which LaborAid would not have agreed to provide the Services.
4. Consequences of Circumvention. In the event that LaborAid has reasonable grounds to believe the Company has engaged in Circumvention—including based on the Company’s submission of payroll data or use of Calculation Tools without corresponding ACH transactions processed through LaborAid’s platform within a given remittance period—LaborAid may, in addition to any other rights or remedies available at law or in equity:
  1. Immediately suspend or terminate the Company’s access to the Services and Account, with or without prior notice;
  2. Invoice the Company for all Fees that would have been owed to LaborAid had the applicable contributions been remitted through LaborAid’s platform (“Circumvention Fees”), which shall be immediately due and payable;
  3. Pursue any and all legal remedies available under this Agreement, including but not limited to injunctive relief, specific performance, and recovery of damages, attorneys’ fees, and costs; and
  4. Report the Circumvention to the applicable Recipient funds, union locals, or regulatory authorities where required or appropriate.
5. Survival. The obligations and restrictions set forth in this Section 15 shall survive termination of this Agreement.
INTELLECTUAL PROPERTY

“LaborAid” and all logos related to LaborAid are either trademarks or registered trademarks of LaborAid or its licensors. The Company may not copy, imitate, or use them without LaborAid’s prior written consent. All page headers, custom graphics, button icons, and scripts are service marks, trademarks, and/or trade dress of LaborAid. All right, title, and interest in and to the LaborAid website, any content thereon, the Services, the technology related to the Services, and any and all technology and content created or derived from any of the foregoing is the exclusive property of LaborAid and its licensors.

Subject to the terms and conditions of this Agreement, LaborAid grants the Company a non-exclusive, limited, revocable, non-transferable right to access and use the Services solely to the extent necessary for the Company to use the platform for the Specified Purpose only. LaborAid reserves all other rights. The Company must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any material from the platform, except as incidental to normal use of the Services for the Specified Purpose. The Company must not delete or alter any copyright, trademark, or other proprietary rights notices from LaborAid’s materials. Any use of the platform not expressly permitted by this Agreement is a breach of this Agreement and may violate copyright, trademark, and other laws.
THIRD PARTY SERVICES AND LINKS TO OTHER WEBSITES

The Services may enable the Company to link with third-party services or products (“Third Party Services”). Should the Company choose to engage with these Third-Party Services, it is the Company’s responsibility to review and understand their terms and conditions. LaborAid bears no responsibility or liability for how these Third-Party Services perform, including any Third-Party Services for which LaborAid is an implementation partner. The Company agrees to settle any disputes with such third party directly with them, based on their specific terms and conditions, without involving LaborAid. The Services might include links to third-party websites, but such links do not signify LaborAid’s approval, endorsement, or recommendation. LaborAid explicitly denies any responsibility for these sites. When a link from the Services to a third-party website is clicked, LaborAid’s Privacy Policy no longer applies. All activities and interactions on those third-party websites are governed by their own terms, rules, and policies.

The Company acknowledges and agrees that: (a) LaborAid provides the Services using cloud computing services and banking infrastructure of one or more third-party providers (collectively, “Third-Party Infrastructure Providers”); and (b) LaborAid shall not be responsible or liable to the Company for any act, omission, or failure of any Third-Party Infrastructure Provider, including Core Bank and any ACH network participants, except to the extent caused by LaborAid’s own negligence or willful misconduct.
LIMITATION OF LIABILITY

IN NO EVENT SHALL LABORAID, OUR SUPPLIERS AND OUR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, PARENTS, SUBSIDIARIES, AFFILIATES, BENEFICIARIES, SUCCESSORS, OR ASSIGNS (COLLECTIVELY, THE “LABORAID PARTIES”) OR THE BANKS, THEIR SUPPLIERS AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, PARENTS, SUBSIDIARIES, AFFILIATES, BENEFICIARIES, SUCCESSORS, OR ASSIGNS (COLLECTIVELY, THE “BANK PARTIES”) BE LIABLE FOR LOST PROFITS OR ANY SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES INCLUDING LOSS OF INCOME, DATA, PROFITS, REVENUE OR BUSINESS INTERRUPTION, OR COST OF SUBSTITUTE SERVICES, OR OTHER ECONOMIC LOSS, WHETHER OR NOT LABORAID OR THE BANKS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND WHETHER ANY CLAIM FOR RECOVERY IS BASED ON THEORIES OF CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY) OR OTHERWISE ARISING OUT OF OR IN CONNECTION WITH OUR SERVICES OR THIS AGREEMENT. THE TOTAL LIABILITY OF THE LABORAID PARTIES (IN AGGREGATE) TO THE COMPANY OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE IS LIMITED TO THE ACTUAL AMOUNT OF DIRECT DAMAGES ACTUALLY INCURRED IN THE SIX (6) MONTHS PRIOR TO THE DATE UPON WHICH THE APPLICABLE CAUSE OF ACTION AROSE. THE BANK PARTIES SHALL HAVE NO LIABILITY TO THE COMPANY UNDER THIS AGREEMENT.

Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply in all cases. In such case, the liability of the LaborAid Parties shall be limited to the greatest extent permitted under applicable law.

Notwithstanding the foregoing, in the event of a verified loss of funds directly resulting from LaborAid’s error, negligence, or failure to maintain reasonable security safeguards, LaborAid’s liability will be limited to the lesser of: (a) the actual amount of funds lost by the affected Company; or (b) the amount recoverable under LaborAid’s applicable insurance policy.

The Company acknowledges and agrees that the Company is responsible for maintaining appropriate security controls and monitoring of its own systems and accounts. LaborAid is not liable for losses resulting from the Company’s failure to implement reasonable safeguards, such as strong passwords, access restrictions, or the misuse of credentials.

The foregoing limitations do not apply to damages caused by LaborAid’s willful misconduct, gross negligence, or any liability that cannot be excluded or limited under applicable law.
DISCLAIMER OF WARRANTIES

THE LABORAID PARTIES AND THE BANK PARTIES PROVIDE THEIR RESPECTIVE SERVICES “AS IS” AND WITHOUT ANY REPRESENTATION, WARRANTY OR CONDITION OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY. THE LABORAID PARTIES AND THE BANK PARTIES SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. NEITHER THE LABORAID PARTIES NOR THE BANK PARTIES ARE RESPONSIBLE FOR THE COMPANY’S FAILURE TO PERFORM OBLIGATIONS UNDER THE AGREEMENT AND DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY THE COMPANY, LABORAID, THE BANKS, OR ANY THIRD PARTY.

LaborAid does not guarantee continuous, uninterrupted, or secure access to any part of the Services, and operation of the platform may be interfered with by numerous factors outside of LaborAid’s control. LaborAid will make reasonable efforts to ensure that requests for electronic payments are processed in a timely manner, but LaborAid makes no representations or warranties regarding the amount of time needed to complete processing because the Services are dependent upon many factors outside of LaborAid’s control, such as delays in the banking system.
INDEMNIFICATION

The Company actively agrees to defend, indemnify, and hold harmless the LaborAid Parties and the Bank Parties from any claim, demand, or cost (including attorneys’ fees) that any third party asserts or incurs due to: (a) the Company’s breach of any term within this Agreement, including any Circumvention under Section 15; (b) actions that LaborAid or the Banks take following the Company’s instructions, including claims tied to wage-and-hour laws; (c) the Company’s utilization of LaborAid Services or any Bank services; (d) the Company’s responsibility to pay fees, penalties, or fines owed to LaborAid, the Banks, or any third party; (e) negligence or intentional misconduct by the Company’s affiliates, employees, contractors, or agents; (f) all third-party indemnity obligations that LaborAid or the Banks bear—directly or indirectly—because of the Company’s actions or failures to act, including obligations to the Company’s financial institution or intermediary banks; and (g) any inconsistencies, errors, or miscalculations in wages, benefits, or related obligations stemming from LaborAid’s reliance on the Company’s instructions, data, or representations concerning any payroll data.

LaborAid shall indemnify, defend, and hold the Company and its respective subsidiaries, affiliates, officers, directors, employees, attorneys, and agents harmless from and against any and all claims, costs, damages, losses, liabilities, and expenses, including reasonable legal fees and costs, to the extent arising out of or in connection with: (a) a claim that any LaborAid content or software infringes the copyright, trademark, or patent rights of any third party; (b) any alleged conduct by LaborAid that constitutes a breach of LaborAid’s representations and warranties set forth herein, or other breach of this Agreement by LaborAid; or (c) any claim based on gross negligence or intentional acts by LaborAid, its officers, directors, employees, or agents.
CLOSING YOUR ACCOUNT; CANCELLATION OF SERVICES
1. The Company may request the closure of its Account at any time by emailing LaborAid at [email protected]. LaborAid also reserves the right to close a Company’s Account at any time with or without notice for any reason (including failure to pay Fees, inactivity, or breach of Section 15). The Company will remain liable for all obligations related to its Account even after the Account is closed, including any fees or charges already due to LaborAid.
2. The Company may not close its Account to evade an investigation. Any payments processed prior to Account closure will be completed by the Services, except those that may be cancelled following a payment review. All scheduled payments for which the Company has not yet been debited at the time of Account closure will be considered cancelled. LaborAid may deny a request to close the Account for any reason at its sole discretion without providing a reason.
3. Termination for Cause. Either party may terminate this Agreement upon written notice if: (a) the other party materially breaches this Agreement and does not cure such breach within thirty (30) days after receipt of written notice describing the breach in reasonable detail; or (b) the other party (i) becomes insolvent or is unable to pay its debts generally as they become due; (ii) becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law which is not dismissed or vacated within forty-five (45) days after filing; (iii) is dissolved or liquidated or takes any corporate action for such purpose; (iv) makes a general assignment for the benefit of creditors; or (v) has a receiver, trustee, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business. Notwithstanding the foregoing, LaborAid may terminate immediately, without a cure period, for any breach of Section 15 (Prohibited Use; Anti-Circumvention).
LABORAID’S SUSPENSION AND TERMINATION RIGHTS
LaborAid, at its own discretion, may choose to suspend or end this Agreement, or restrict, suspend, or terminate the Company’s access to or use of its Account or any portion or all of the Services, with notification provided to the Company. LaborAid retains the authority to discontinue the Services entirely at any point. While LaborAid will attempt to give the Company prior notice, it is not required to do so.
CONSENT TO ELECTRONIC DISCLOSURES
1. Consent to Communications. Because the Services are provided electronically, the Company agrees that LaborAid may provide important information electronically. LaborAid will issue the following information and disclosures (collectively, “Communications”) electronically via the LaborAid Services or via electronic mail: (1) This Agreement, the LaborAid Privacy Policy, any other policies the Company agrees to, and any amendments, modifications, or supplements to these agreements or policies; (2) Disclosures or notices provided in connection with the Services, including any required by applicable law; (3) Any customer service communications, including communications with respect to claims of error or unauthorized use of the Services; (4) Transaction history information; and (5) Any other communications related to the Services or the Company’s Account. The Company’s consent to do business electronically and LaborAid’s agreement to do so covers all transactions conducted through the Services.
2. No Obligation to Provide Paper Communication. While LaborAid may choose to send Communications in paper form at its discretion, the Company acknowledges that LaborAid is not required to do so, unless required as part of the Company’s remittance obligation. All Communications, whether delivered electronically or on paper, will be deemed as provided “in writing.” It is recommended that the Company retain copies of this Agreement and any significant Communications for its records.
3. Withdrawal of Consent. The Company can withdraw its consent to receive most Communications from LaborAid by emailing us at [email protected] or following the unsubscribe procedure contained in any Communication it receives from us. However, if consent is withdrawn, the Company may no longer be eligible to use certain portions of the Services. LaborAid may also close the Company’s Account if the Company revokes its consent to receive future electronic Communications. Any revocation of consent will take effect only after LaborAid has had a reasonable timeframe to process it, not exceeding fifteen days. Revoking consent will not impact the processing of payments already in progress or the legitimacy of payments already finalized.
4. Hardware and Software Requirements. In order to access and retain an electronic record of Communications, the Company will need: a computer or compatible device, a connection to an Internet service provider, Internet browser software that supports 128-bit encryption, and a valid business email address. By clicking the “Sign Up” or equivalent button, the Company confirms that it has the means to access, print, and download Communications.
5. Formal Notice. The Company agrees that email to the Company’s email address on record with LaborAid will constitute formal notice under this Agreement, unless otherwise required by applicable law or expressly stated elsewhere in this Agreement.
FEEDBACK

In connection with the Company’s use of the Services, the Company may elect to submit feedback, suggestions, and/or other comments regarding the website and/or the Services (collectively, the “Feedback”). LaborAid may, in its sole discretion, decide to incorporate some or all of this Feedback into the website and/or the Services. The Company hereby grants LaborAid a worldwide, perpetual, nonexclusive, sublicensable, royalty-free license to use, reproduce, distribute, transmit, disclose, display, modify, and create derivative works of all such Feedback. The Company further represents and warrants that it has all rights necessary to provide LaborAid the Feedback and that the use of the Feedback by LaborAid will not violate, infringe, or otherwise misappropriate any third-party rights.
CUSTOMER SUPPORT AND ACCEPTABLE USE POLICY

LaborAid is committed to providing expert, responsive, and professional support to all customers. To ensure productive and respectful interactions between customers and LaborAid personnel, LaborAid maintains standards of conduct expected when engaging with our team. By using LaborAid’s Services, the Company agrees to engage with LaborAid personnel in a professional and respectful manner. Violations of these standards—such as harassment, threats, or other abusive behavior directed at LaborAid personnel—may result in warnings, suspension of support privileges, or termination of access to LaborAid’s platform and Services, at LaborAid’s sole discretion.
DISPUTE RESOLUTION; AGREEMENT TO ARBITRATE; CLASS ACTION AND JURY WAIVER

PLEASE READ THIS SECTION (THE “ARBITRATION AGREEMENT”) CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS. IT PROVIDES FOR RESOLUTION OF MOST DISPUTES THROUGH INDIVIDUAL ARBITRATION INSTEAD OF COURT TRIALS AND CLASS ACTIONS. THIS SECTION ALSO CONTAINS A JURY TRIAL WAIVER AND A WAIVER OF ANY AND ALL RIGHTS TO PROCEED IN CLASS, COLLECTIVE, CONSOLIDATED, PRIVATE ATTORNEY GENERAL, OR REPRESENTATIVE ACTION IN ARBITRATION OR LITIGATION TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.
1. Mandatory Individual Arbitration. Any dispute, claim, or controversy between the Company and the LaborAid Parties (“Dispute”), including but not limited to disputes, claims, or controversies related to or arising from the Services, this Agreement, or any other agreements, addenda, or terms entered into by the Company and LaborAid or any other LaborAid Party, including without limitation those disputes, claims, or controversies relating to the formation, breach, termination, enforcement, interpretation, validity, scope, or applicability of this Agreement, if not resolved through the informal dispute resolution procedure set forth below, shall be exclusively resolved by individual, binding arbitration in accordance with this Arbitration Agreement. The arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve any Disputes relating to the interpretation, applicability, enforceability, or formation of this Arbitration Agreement.
  Notwithstanding the foregoing and the Class Action/Jury Trial Waiver below, the Company and the LaborAid Parties each retain the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of a party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights. Any legal action by the LaborAid Parties against a non-consumer or its interactions with governmental and regulatory authorities shall not be subject to arbitration. Either party may also elect to have Disputes heard in small claims court seeking only individualized relief, so long as the action is not removed or appealed to a court of general jurisdiction.
  
  To the fullest extent permissible by applicable law, all Disputes must be filed within one year after such claim or cause of action arose or it will be forever barred.
  
  If any Dispute is determined not to be subject to arbitration or resolution in small claims court, the exclusive jurisdiction and venue for proceedings concerning such Dispute shall be the federal or state courts of competent jurisdiction in the State of Idaho, and shall be interpreted, governed, and enforced in accordance with the substantive and procedural law of the State of Idaho without regard to choice of law or conflict of law provisions.
2. Class Action/ Jury Trial Waiver. The Company and the LaborAid Parties agree that, to the fullest extent permitted by law, each party is waiving the right to a trial by jury or to participate as a plaintiff, claimant, or class member in any class, collective, consolidated, private attorney general, or representative proceeding. This means that the Company and the LaborAid Parties may not bring a claim on behalf of a class or group. Unless both the Company and the LaborAid Parties agree in writing, any arbitration will be conducted only on an individual basis and not in a class, collective, consolidated, or representative proceeding. If any court or arbitrator determines that this Class Action/Jury Trial Waiver is void or unenforceable for any reason or that an arbitration can proceed on a class basis, then the Arbitration Agreement shall be deemed null and void in its entirety, and the Company and the LaborAid Parties shall be deemed not to have agreed to arbitrate Disputes.
3. Rules and Governing Law.
  1. Mandatory Pre-Arbitration Notice and Informal Dispute Resolution Procedures. The Company and LaborAid agree that good-faith, informal efforts to resolve disputes often can result in a prompt, cost-effective, and mutually beneficial outcome. Therefore, in the event of a Dispute, each party agrees to send the other party a written notice of Dispute. A Notice of Dispute from the Company to the LaborAid Parties must be emailed to [email protected] and must include: (i) the Company’s full legal name, complete mailing address, and business email address; (ii) a description of the nature and basis of the claim or dispute; (iii) any relevant facts regarding the Company’s use of the Services; and (iv) a signed statement from an authorized representative of the Company verifying the accuracy of the contents of the Notice of Dispute. The Notice of Dispute must be individualized, meaning it can concern only the Company’s dispute. After receipt of a Notice of Dispute, the parties shall engage in a good-faith effort to resolve the Dispute for a period of sixty (60) days. Compliance with this Mandatory Pre-Arbitration Notice and Informal Dispute Resolution Procedures section is a condition precedent to initiating arbitration.
  2. All Disputes not resolved through the informal dispute resolution procedures above shall be submitted to National Arbitration and Mediation, www.namadr.com (“NAM”), for arbitration before one arbitrator. The arbitration will be administered by NAM in accordance with the NAM rules and procedures then in effect, except as modified by this Arbitration Agreement. A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the NAM Rules. The parties agree that submission of a certification of compliance with the pre-arbitration requirements shall be required for the Dispute to be deemed properly filed.
  3. Notwithstanding any choice of law or other provision in this Agreement, the parties agree and acknowledge that this Arbitration Agreement evidences a transaction involving interstate commerce and that the Federal Arbitration Act, 9 U.S.C. § 1 et seq. (“FAA”), will govern its interpretation and enforcement and any proceedings under it. If the FAA is found not to apply to any issue that arises under this Arbitration Agreement, then that issue shall be interpreted, governed, and enforced in accordance with the substantive and procedural law of the State of Idaho, without regard to choice of law or conflict of law provisions.
4. Arbitrator’s Fees. The parties agree that arbitration should be cost-effective for all parties and that any party may engage with NAM and/or the arbitrator to address the apportionment of the arbitrator’s fees.
5. Confidentiality. The parties agree that the arbitrator is authorized to issue an order requiring that confidential information of either party disclosed during the arbitration may not be used or disclosed except in connection with the arbitration or a proceeding to enforce the arbitration award, and that any permitted court filing of confidential information must be done under seal to the furthest extent permitted by law.
6. Severability & Survival. If any provision of this Arbitration Agreement, or a portion thereof, is found to be void, invalid, or otherwise unenforceable, then that portion shall be deemed to be severable and, if possible, superseded by a valid, enforceable provision that matches the intent of the original provision as closely as possible. The remainder of this Arbitration Agreement shall continue to be enforceable and valid according to its terms. This Arbitration Agreement shall survive termination of this Agreement.
7. Opt-Out of Future Changes to Arbitration Agreement. Notwithstanding any provision to the contrary, if LaborAid makes any future change to this Arbitration Agreement (other than non-material changes), the Company may reject any such change by sending LaborAid an email to [email protected] within thirty (30) days of the posting of the amended arbitration agreement, providing: (i) the Company’s full legal name; (ii) the Company’s complete mailing address; (iii) a contact phone number; (iv) the change(s) being rejected; and (v) a statement, signed by an authorized representative of the Company, that the Company wishes to reject the specified change. This is not an opt-out of arbitration altogether.
RELEASE OF LABORAID AND THE BANKS

If the Company has a claim with one or more Recipients or other third parties, the Company releases LaborAid and the Banks (and their respective officers, directors, agents, joint ventures, and employees) from any and all claims, demands, and damages (actual and consequential) of every kind and nature arising out of or in any way connected with such claims.
GENERAL
1. Complete Agreement. This Agreement together with any other LaborAid documents, policies, and/or agreements referenced herein sets forth the entire understanding between the Company and LaborAid with respect to the Services. The following sections of this Agreement and all other terms which by their nature should survive will survive the termination of this Agreement: Section 15 (Prohibited Use; Anti-Circumvention), Section 16 (Intellectual Property), Section 18 (Limitation of Liability), Section 19 (Disclaimer of Warranties), Section 20 (Indemnification), Section 26 (Dispute Resolution and Arbitration), Section 27 (Release of LaborAid and the Banks), and Section 29 (General). If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced.
2. Force Majeure. Neither LaborAid nor the Banks shall be liable for any issues or delayed performance caused by circumstances beyond LaborAid’s or the Banks’ reasonable control, including without limitation, acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, pandemics, strikes or other labor problems, service provider failures or delays, or the acts of hackers or similar bad actors interfering with the platform or its data, absent LaborAid’s negligence or willful misconduct.
3. Assignment. The Company may not transfer or assign any rights or obligations it has under this Agreement without LaborAid’s prior written consent. Any purported assignment without such consent will be null and void. LaborAid reserves the right to transfer or assign this Agreement or any right or obligation under this Agreement at any time, including to any successor to or purchaser of LaborAid’s business, stock, or assets. This Agreement will be binding upon and inure to the benefit of the parties’ successors and permitted assigns.
4. Severability. If any provision of this Agreement is held to be contrary to law, such provision shall be changed and interpreted so as to best accomplish the objectives of the original provision to the fullest extent allowed by law, and the remaining provisions of this Agreement shall remain in full force and effect.
5. No Waiver. If LaborAid fails or delays in exercising any right, power, or remedy, or fails to take action against any breach of this Agreement, it does not mean that LaborAid waives its right at a later time to enforce the same.
6. Contacting LaborAid. Unless otherwise stated in this Agreement, notices, inquiries, and requests to LaborAid should be emailed to [email protected]. Please note that email communications sent to LaborAid for Account-related matters must come from the email address listed in the Company’s Account. Account-related communications initiated via other channels may require identity verification.

ACCEPTANCE OF AGREEMENT

AMENDMENTS

OVERVIEW OF LABORAID SERVICES

ELIGIBILITY AND ACCOUNT SETUP

MAKING PAYMENTS THROUGH THE SERVICES

PAYMENT AUTHORIZATION

PAYMENT REVIEW

RETURNED TRANSACTIONS

INSUFFICIENT FUNDS

CANCELLATION REQUESTS

CHARGEBACKS

STOP PAYMENT REQUESTS AND REFUNDS

LABORAID FEES

APPLICABLE TAXES AND PENALTIES

PROHIBITED USE; ANTI-CIRCUMVENTION

INTELLECTUAL PROPERTY

THIRD PARTY SERVICES AND LINKS TO OTHER WEBSITES

LIMITATION OF LIABILITY

DISCLAIMER OF WARRANTIES

INDEMNIFICATION

CLOSING YOUR ACCOUNT; CANCELLATION OF SERVICES

CONSENT TO ELECTRONIC DISCLOSURES

FEEDBACK

CUSTOMER SUPPORT AND ACCEPTABLE USE POLICY

DISPUTE RESOLUTION; AGREEMENT TO ARBITRATE; CLASS ACTION AND JURY WAIVER

RELEASE OF LABORAID AND THE BANKS

GENERAL