Terms and conditions of service

These Terms and Conditions of Service for Poppins Accounts (the “Terms”) are entered into between you as an individual user (“you,” or “User”) and Poppins Payroll Company, LLC, its service providers, agents, and contractors (collectively, “Poppins,” “Company,” “we,” “us,” and “our”). 

These Terms govern your access to and use of Company’s payroll and other financial services (“Services”)  offered on the website and related domains located at www.poppinspayroll.com  (the “Website”), as well as any access to the Services or interactions with the Company via mobile application, via phone or via other electronic communications, such as email and instant messaging.  The Website is published, owned, and operated by the Company and all Services are provided by the Company and its contracted service providers. 

These Terms contain very important information regarding your rights and obligations, as well as conditions, limitations, and exclusions that might apply to you. Please read these Terms carefully.  You may not use the Services if  (a) do not agree to these terms, (b) are not the older of (i) at least 18 years of age or (ii) legal age to form a binding contract with the Company, or (c) are otherwise prohibited from accessing the Website or Services by applicable law.  These Terms require the use of arbitration to resolve disputes, rather than jury trials or class actions. If you do not agree to these Terms, please do not accept these Terms, access the Website or use the Services.  By accessing, browsing, submitting information to and/or using the Website or Services, you agree and acknowledge on your own behalf that you have read, understand and agree to be bound by these Terms and to comply with all applicable laws including, without limitation, all federal, state and local tax and tariff laws, regulations, and/or directives. 

1. PURPOSE OF THE WEBSITE AND SERVICES

The Website is provided solely for informational purposes and the purposes of enabling communication between you and the Company and to provide you access to the Services. Any information you provide or that is collected by the Company through the Website or Services shall be handled in accordance with the Service’s Privacy Policy, which is hereby incorporated by reference.

2. USE OF THE WEBSITE AND SERVICES‍

The Company grants you, as a User, a non-exclusive right to access and use the Website, the Services and the data, material, content or information herein (collectively, the “Content”) solely for your personal use and only in accordance with these Terms. Your right to access and use the Website or the Services shall be limited to your individual, non-commercial purposes unless you are otherwise expressly authorized by the Company to use the Website or Services for commercial purposes other than those authorized under these Terms. You agree to use the Website and Services only for lawful purposes, comply with all rules governing any transactions on and through the Website and comply with applicable laws.

3. USERS AND ACCOUNT RESPONSIBILITY

A User may create or use an individual account to access the Services (“User Account”) in one of three of three capacities:  Employer, Employee, or Authorized User.  Each is a “User” under these Terms and agrees to comply with these Terms and Company policies and notices, as applicable. 

1. Employer.  As an Employer, you are the User solely responsible for creating, maintaining and terminating an account with Poppins through which you and others may access the Services (“Poppins Account”).  You are responsible for the payment of all Monthly Fees and other fees related to the Poppins Account. You have the sole authority to establish, maintain and terminate all User Accounts with access to the Services made available through your Poppins Account. 
   
2. Employee.  An Employer may grant you access to the certain parts of the Services as their employee.  As an Employee, you may have access to your own profile information, financial information and possibly other parts of the Services as authorized by the Employer. All Employee access is subject to review and approval by the Employer. 
   
3. Authorizer User.  In certain instances, an Employer may also establish a User Account in your name as an Authorized User on the Poppins Account.  Depending on an Employer’s requirements and direction, an Authorized User may have limited permissions to access the Services, or may be elevated to have the same permissions and authority as the Employer.  For example, an Employer might designate an attorney, accountant or an individual that functions as a Power of Attorney for the Employer to be an Authorized User.   

Please note these categories of Users are created solely for the purposes of administration of the Poppins Account under these Terms.  Accordingly, these categories are descriptive in nature only and do not establish, suggest or otherwise determine the individual’s legal status under applicable law.  Employers are solely responsible for determining the legal status of any individual User, to include whether such an individual is an employee, contractor, or other party under applicable law.   

4. USER REPRESENTATIONS

In consideration of use of the Website and in consideration of the Company providing the Services, you represent and warrant that:

1. You will use the Website and Services in accordance with these Terms and all posted Company policies. 
   
2. All information you provide to the Company is true, accurate, current, and complete and, if applicable, you are legally authorized to share any personal information about other individuals with the Company for purposes of the Services. 
   
3. You are responsible for updating any information provided to the Company to the extent necessary to keep it true, accurate, current and complete.
   
4. You are at least eighteen (18) years of age and lawfully reside in the United States, and have full legal authority to enter into these Terms.
   
5. You agree to indemnify and hold harmless the Company and its affiliates from and against any and all fines, losses, or other damages resulting from the inaccuracy of any of your representations and warranties set forth in these Terms or your failure to comply with these Terms or Company policies in your access and use of the Services.
   
6. You agree that the Company has full authority to condition, limit or terminate its provision of these Services to you and take any steps necessary for any reason, in its sole discretion, and to verify the accuracy of any information you provide to the Company and any representations and warranties you make hereunder.
   
7. You acknowledge and agree that you are solely responsible for all infrastructure, equipment, devices or software necessary to provide you access to the Website and Services through the Internet, including all related contracts and fees for such access.
   
8. You agree to comply with all state, federal and local laws and regulations in any use or access to the Website and Services. You further agree not to resell or transfer the Website or Services or use of or access to the Website and Services. 
   

5. USER ACCOUNTS  

If you are given, or if you create, a User Account (including any credentials) to access the Services, you are solely responsible for maintaining the confidentiality and security of your account, including all of your passwords.  When creating a User Account, you agree to provide us with accurate and complete information and detail, as required, and to keep it up to date.  You are responsible for all activities that occur under your User Account and you agree to notify the Company immediately of any unauthorized use of your User Account. 

You may have the option to use existing credentials on a third party application or website, such as Google or Apple, to create and access your User Account with Poppins.  If you choose to do so, you are solely responsible for authorizing such sharing of information and agree to comply with the applicable terms and conditions of any third party. 

The Company is not responsible for any loss that you may incur as a result of any unauthorized person using your account or your password. On any Poppins Account to which an Employer provides access to Employees or Authorized Users, the Employer is ultimately responsible and fully liable for all activity under any affiliated User Account.   

6. PROHIBITED USES 

With respect to the Website and the Services, you agree that you will not:

• Use another user’s account; 
• Use the Website and Services in any manner that could damage, disable, overburden, or impair the Website and Services or interfere with any other party’s use and enjoyment of them;
• Use the Services or Website in any way to assist or benefit a competitor of the Company;
• Upload, post, publish, transmit, reproduce, or distribute in any way, information, software or other material obtained through the Website and Services which is protected by copyright, or other proprietary right, or derivative works with respect thereto, without obtaining permission of the copyright owner; 
• Upload, post, publish, reproduce, transmit or distribute in any way any component of the Website or Services derivative works with respect thereto, as the Website is copyrighted as a collective work under U.S. copyright laws; 
• Attempt to gain unauthorized access to any account, computer systems or networks associated with the Company, the Website, the Services or the property of any other third party;
• Reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of the Website or Services, or any part thereof;
• Obtain or attempt to obtain any materials or information through the Website or Services by any means not intentionally made available or provided by the Company;
• Post or  transmit any unlawful, fraudulent, libelous, defamatory, obscene, pornographic, profane, threatening, abusive, hateful, offensive, or otherwise objectionable information of any kind, including without limitation any transmissions constituting or encouraging conduct that would constitute a criminal offense, give rise to civil liability, or otherwise violate any local, state, national or foreign law, including without limitation the U.S. export control laws and regulations;
• Post or  transmit any advertisements, solicitations, chain letters, pyramid schemes, investment opportunities or schemes or other unsolicited commercial communication (except as otherwise expressly permitted by Poppins) or engage in spamming or flooding; 
• Use any robot, spider, or other automatic device, process or means to access the Website or Services for any purpose, including monitoring or copying any of the material on the Website or Services;
• Introduce any viruses, Trojan horses, worms, logic bombs, or other material which is malicious or technologically harmful;
• Attack the Website or Services via a denial-of-service attack or a distributed denial-of-service attack; or
• Impersonate or attempt to impersonate the Company, a Company employee, another user or any other person or entity (including, without limitation, by using email addresses associated with any of the foregoing).

7. SECURITY; MONITORING‍

The Company has implemented commercially reasonably administrative, technical and physical safeguards for the Website and Services, including any information we maintain on your behalf.  Regardless of these efforts, due to the nature of the Internet, the Company cannot and does warrant these safeguards will prevent unauthorized use or access to your information.  In the event such access takes place, the Company will take all steps necessary to safeguard your information against misuse and provide you any legally required notices of any such compromise.

For pages and features that collect or display sensitive Personal Information, including Social Security Numbers and bank account details, we use industry-standard encryption in transit and at rest. Access to this information is limited to account holders and authorized personnel, and multifactor authentication. We also monitor our systems for unusual activity to help detect and respond to unauthorized access attempts.

While Poppins does not actively monitor the individual activities of all Users, you acknowledge and agree that Poppins has the right to monitor the Website and Services electronically from time to time and to disclose any information as necessary or appropriate to satisfy any law, contractual obligation, regulation or other governmental request, to operate the Website and Services properly, to safeguard against fraud or other criminal activity, or otherwise as necessary to protect the Company, its users, or any other applicable third parties. Poppins will not intentionally monitor or disclose any private electronic-mail message, unless required to do so by law. Poppins reserves the right, without notice, to refuse to post or to remove any Content, information or materials, in whole or in part, that, in its sole discretion, that are unacceptable, undesirable, inappropriate or in violation of these Terms and to block users from certain IP addresses from accessing the Website or Service. 

8. RECORDS 

Poppins will maintain all records for a minimum period of 5 years from record creation, or as otherwise required under our policies or applicable law.  However,  you are solely responsible for ensuring you have access to the records you require when you terminate your use of the Services.  The Company does not warrant or represent that has a duty to maintain your records post-termination other than as disclosed in these Terms and as required by applicable law.   
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9. LIMITATIONS ON SERVICES 

The Company is NOT a bank or financial institution.  The Company does NOT provide legal or tax advice or otherwise advise on state, federal or local labor laws and regulations or ensure that you are paying in accordance with applicable laws. You should always consult subject matter experts, including attorneys and accountants, on any compliance requirements specific to you and any use of the Services.   The Company does not provide workers’ compensation insurance. You should read your state statue regarding worker’s compensation to determine whether your situation requires you to purchase worker’s compensation insurance.

10. FEES

For its Services, the Company charges a monthly fee, which includes all applicable taxes and other amounts due, which you pay in advance on or about the first of every calendar month (“Monthly Fee”).

1. The Monthly Fee must be paid to maintain access to the Services.  Any failure to pay the Monthly Fee may result in the suspension or termination of access to the Services.

2. By providing your bank account information to the Company, you authorize the Company to charge you the Monthly Fee. 

3. Once incurred, the Monthly Fee is not refundable for any month in which it is incurred.  For purposes of clarity, any Monthly Fee, in whole or in part, shall not be refunded if you terminate for any reason after the Monthly Fee has been incurred. 

4. If you terminate your use of the Services prior to the last month of any particular quarter or calendar year, the Company will charge you additional fees for the Company to prepare and file tax documents at the end of the applicable quarter or year. For purposes of these Terms, a quarter is a three month period.  In any calendar year, there are four (4) quarters: January-March; April – June; July-September; October-November. 

5. If you are given a free month under a particular promotion or condition, the applicable fee will apply to the calendar month in which it is offered. 

Poppins also charges Users fees for various non-standard items such as insufficient funds, reactivation, back tax calculations, late payroll revision, and manual tax preparation. The terms of this section are not intended to be exhaustive of all fees and costs associated with the Services.  The Company reserves the right to implement additional fees at any time, provided the Company provides timely notice to you in advance of such changes. 
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11. AUTOMATIC RENEWAL OF SERVICES ‍

Unless or until you terminate your access to the Services in accordance with these Terms, your subscription to use the Services will automatically renew for successive one-month periods on or about the first of each month (“Renewal Date”) for your monthly subscription.  Accordingly, on each Renewal Date, the Company will charge you the Monthly Fee for the Services to be provided in that same month. 

12. TEXTING AND PHONE CALLS  

You may have the opportunity to receive SMS or "text" messages, pre-recorded voice messages or auto-dialed phone calls from the Company, its affiliates and related entities as well as third parties.  Such messaging may be used to authenticate your identity or mobile device, as well as provide you informational updates about services or products you may have requested.  In providing your mobile device number or cell phone number to the Company, you knowingly consent to such communications from or on behalf of the Company or for the Company to use your cell phone number or mobile device number in accordance with the Company’s Privacy Policy. In providing your number and accepting these Terms, you represent that you have the authority to agree to receive text messages at the telephone number that you provide to the Company, or from which you sent the text message request to us. You further acknowledge that no purchase is required to opt into this service, and you may opt out at any time by following instructions provided in our communications to you.

Not all mobile devices or handsets may be supported by this service. The Company and any mobile carriers are not liable for delayed or undelivered messages. Message and data rates may apply to any text messages. Message frequency depends on the nature of your request. You hereby agree to be responsible for all costs, charges and fees you incur from your service or device provider as a result of choosing to receive such messages from the Company. 

13. THIRD-PARTY WEBSITES

The Website and Services may contain links to websites and platforms controlled or operated by persons and companies other than the Company (“Linked Sites”). Linked Sites are not under the control of the Company or any of its co-branding providers, and the Company is not responsible for the contents of any Linked Site, including without limitation any link contained on a Linked Site, or any changes or updates to a Linked Site. The Company is not responsible if the Linked Site is not working correctly or for any viruses, malware, or other harms resulting from your use of a Linked Site.  The Company is providing these links to you only as a convenience, and the inclusion of any link does not imply endorsement by the Company of the site or any association with its operators.  You are responsible for viewing and abiding by the privacy policies and terms of use posted on the Linked Sites.  You are solely responsible for any dealings with third parties who support the Company or are identified in the Website, including any delivery of and payment for goods and services.

14. LINKING TO THE WEBSITE AND SOCIAL MEDIA FEATURES

You may link to our homepage, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval, or endorsement on our part without our express written consent. 

This Website may provide certain social media features that enable you to:

• Link from your own or certain third-party websites to certain Content on this Website; 
• Send emails or other communications with certain Content, or links to certain Content, on this Website;
• Cause portions of Content on this Website to be displayed or appear to be displayed on your own or certain third-party websites. 

You may use the feature solely as they are provided by us and solely with respect to the content they are displayed with and otherwise in accordance with any additional terms and conditions we provide with respect to such features, Subject to the foregoing, you must not:

• Establish a link from any website that is not owned by you;
• Cause our Website or any portion of it to be displayed, or appear to be displayed on any other website;
• Link to any part of the Website other than the homepage;
• Otherwise take any action with respect to the Content on this Website that is inconsistent with any other provision of these Terms.

You agree to cooperate with us in causing any unauthorized framing or linking immediately to cease. We reserve the right to withdraw linking permission without notice. We may, in our sole discretion, request that you remove any link to the Website, and upon receipt of such request, you shall immediately remove such link. We may also disable all or any social media features and any link at any time without notice in our sole discretion.

15. THIRD-PARTY APPLICATIONS

You acknowledge that your access and use of any third-party applications or software on our Website and Content (the “Third-party Applications”) is at your discretion and risk, and the Company has no liability to you arising from your use of the Third-party Applications.  The Company hereby disclaims any representation, warranty, or guaranty regarding the Third-party Applications, whether expressed, implied or statutory, including, without limitation, the implied warranties of merchantability or fitness for a particular purpose, and any representation, warranty, or guaranty regarding the availability, quality, reliability, features, appropriateness, accuracy, completeness, or legality of the Third-party Applications, and you agree to indemnify and hold the Company harmless for any direct, indirect, punitive, incidental, special, or consequential damages, or any damages whatsoever including, without limitation, damages for loss of use, arising out of or in any way connected with your use or performance of the Third-party Applications.

16. INTELLECTUAL PROPERTY NOTICES

The Website, Services and Content are protected by copyrights, trademarks, or are subject to other proprietary rights.  Accordingly, you are not permitted to use the Website, Services or Content in any manner, except as expressly permitted by the Company in these Terms. The Website, Services  and Content may not be copied, reproduced, modified, published, uploaded, posted, transmitted, performed, or distributed in any way, and you agree not to modify, rent, lease, loan, sell, distribute, transmit, broadcast, or create derivatives without the express written consent of the Company or applicable owner. 

Copyright. You should assume that everything you see or read on the Company’s Website is copyrighted unless otherwise noted and may not be used without the written permission of the Company. The Company neither warrants nor represents that your use of materials displayed on the Company’s Website will not infringe the rights of third parties. Content, images, photographs, data, or illustrations displayed on the Company’s Website is either property of, or used with permission by, the Company. The use of these materials by you, or anyone else authorized by you, is prohibited unless specifically permitted by these Terms or specific permission provided elsewhere on the Company’s Website. Any unauthorized use of any content, images, photographs, or illustrations may violate copyright laws, trademark laws, the laws of privacy and publicity, and communications regulations and statutes. You may not download and/or save a copy of any of the screens except as otherwise provided in these Terms, for any purpose. However, you may print a copy of the information on this Site for your personal use or records.

Your Content.  Any Content you create or own or to which you have a license and use on the Website is Your Content. In sharing Your Content on the Website, you warrant and represent you have the legal right to use Your Content and grant the Company an irrevocable, royalty-free, fully paid up, worldwide, non-exclusive license to use Your Content in providing any Website services as described in these Terms and in any posted policies on the Website. The Website services may also provide you with features like photo thumbnails, previews, easy sorting, editing, sharing, creating templates, and searching. These and other features may require our Company systems to access, store, and scan Your Content. You may also be able to share Your Content with others, so please think carefully about what you share.  

You acknowledge and agree that you are solely responsible for complying with the applicable restrictions on use of all Content, copyrighted materials and trademarks that you see, hear, and use on the Website. You understand that any unauthorized use of such intellectual property would result in irreparable injury for which money damages would be inadequate.  You further acknowledge that, in the event of any such unauthorized use, the Company or the applicable intellectual property owner will have the right, in addition to other remedies available at law and in equity, to immediate injunctive relief to prevent any such unauthorized use.  

Questions regarding the use of any intellectual property provided on the Website or through the Services should be directed to customercare@poppinspayroll.com.

17. UNITED STATES ONLY

The Company is based in the state of Colorado in the United States. The Company provides this Website for use only by persons located in the United States. We make no claims that the Website or any of its contents are accessible or appropriate outside of the United States. Access to the Website may not be legal by certain persons or in certain countries.

18. DISCLAIMER

EXCEPT AS MAY OTHERWISE BE EXPRESSLY PROVIDED IN THESE TERMS, ALL INFORMATION, CONTENT, OR SERVICES PROVIDED BY THE COMPANY TO YOU VIA THE WEBSITE, INCLUDING, WITHOUT LIMITATION, ALL CONTENT, ARE PROVIDED “AS IS” AND “WHERE IS” AND WITHOUT ANY WARRANTIES OF ANY KIND. THE COMPANY AND ITS THIRD-PARTY LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. NOTWITHSTANDING ANY PROVISION CONTAINED HEREIN TO THE CONTRARY, THE COMPANY AND ITS THIRD-PARTY LICENSORS MAKE NO REPRESENTATION, WARRANTY OR COVENANT CONCERNING THE ACCURACY, QUALITY, SUITABILITY, COMPLETENESS, SEQUENCE, TIMELINESS, SECURITY OR AVAILABILITY OF THE WEBSITE OR ANY CONTENT POSTED ON OR OTHERWISE ACCESSIBLE VIA THE WEBSITE. YOU SPECIFICALLY ACKNOWLEDGE THAT THE COMPANY AND ITS THIRD-PARTY LICENSORS ARE NOT LIABLE FOR THE DEFAMATORY, OBSCENE OR UNLAWFUL CONDUCT OF OTHER THIRD PARTIES OR USERS OF THE WEBSITE AND THAT THE RISK OF INJURY FROM THE FOREGOING RESTS ENTIRELY WITH YOU. NEITHER THE COMPANY NOR ANY OF ITS THIRD-PARTY LICENSORS REPRESENT, WARRANT OR COVENANT THAT THE WEBSITE WILL BE SECURE, UNINTERRUPTED OR ERROR-FREE. THE COMPANY FURTHER MAKES NO WARRANTY THAT THE WEBSITE WILL BE FREE OF VIRUSES, WORMS OR TROJAN HORSES OR THAT IT WILL FUNCTION OR OPERATE IN CONJUNCTION WITH ANY OTHER PRODUCT OR SOFTWARE. YOU EXPRESSLY AGREE THAT USE OF THE WEBSITE IS AT YOUR SOLE RISK AND THAT THE COMPANY, ITS AFFILIATES AND THEIR THIRD-PARTY LICENSORS SHALL NOT BE RESPONSIBLE FOR ANY TERMINATION, INTERRUPTION OF SERVICES, DELAYS, ERRORS, FAILURES OF PERFORMANCE, DEFECTS, LINE FAILURES, OR OMISSIONS ASSOCIATED WITH THE WEBSITE OR YOUR USE THEREOF. YOUR SOLE REMEDY AGAINST THE COMPANY FOR DISSATISFACTION WITH THE WEBSITE OR THE CONTENT IS TO CEASE YOUR USE OF THE WEBSITE AND/OR THE CONTENT. 

SOME JURISDICTIONS DO NOT PERMIT THE EXCLUSION OR LIMITATION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.  YOU MAY HAVE OTHER RIGHTS, WHICH VARY BY JURISDICTION.  WHEN THE IMPLIED WARRANTIES ARE NOT ALLOWED TO BE EXCLUDED IN THEIR ENTIRETY, YOU AGREE THAT THEY WILL BE LIMITED TO THE GREATEST EXTENT AND SHORTEST DURATION PERMITTED BY LAW.

19. LIMITATION OF LIABILITY

UNDER NO CIRCUMSTANCES SHALL THE COMPANY OR ANY OF ITS THIRD-PARTY LICENSORS BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, SPECIAL OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS, LOSS OF USE, LOSS OF DATA, LOSS OF INFORMATION OR PROGRAMS ON YOUR DATA HANDLING SYSTEM, TRANSACTION LOSSES, OPPORTUNITY COSTS, INTERRUPTION OF BUSINESS OR COSTS OF PROCURING SUBSTITUTE GOODS) RESULTING FROM, ARISING OUT OF OR IN ANY WAY RELATING TO THE WEBSITE, OR THE DATA, CONTENT OR INFORMATION ACCESSED VIA THE WEBSITE OR ANY HYPERLINKED WEBSITE, OR ANY DISRUPTION OR DELAY IN THE PERFORMANCE OF THE WEBSITE, REGARDLESS OF THE FORM OF THE CLAIM OR ACTION, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY, STATUTE OR OTHERWISE, AND REGARDLESS OF WHETHER OR NOT SUCH DAMAGES WERE FORESEEN, UNFORESEEN OR FORESEEABLE, EVEN IF THE COMPANY OR ITS THIRD-PARTY LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BY ACCESSING THE WEBSITE SUBJECT TO THESE TERMS OF USE, YOU UNDERSTAND THAT YOU ARE WAIVING RIGHTS WITH RESPECT TO CLAIMS THAT ARE AT THIS TIME UNKNOWN OR UNSUSPECTED, AND IN ACCORDANCE WITH SUCH WAIVER, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTOOD, AND HEREBY EXPRESSLY WAIVE, THE BENEFITS OF SECTION 1542 OF THE CIVIL CODE OF CALIFORNIA AND ANY SIMILAR LAW OF ANY STATE, COUNTRY OR TERRITORY, WHICH PROVIDES AS FOLLOWS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST MATERIALLY AFFECT HIS OR HER SETTLEMENT WITH THE DEBTOR.” 

SOME  STATES AND JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.  WHEN THE IMPLIED WARRANTIES ARE NOT ALLOWED TO BE EXCLUDED IN THEIR ENTIRETY, THEY WILL BE LIMITED TO THE SHORTEST DURATION PERMITTED BY LAW.  YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM STATE TO STATE.  IN ANY CASE, COMPANY’S AND ITS LICENSORS’ ENTIRE LIABILITY UNDER ANY PROVISION OF THESE TERMS WILL BE LIMITED TO THE AMOUNT ACTUALLY PAID BY YOU TO COMPANY FOR THE WEBSITE AND SERVICES IN THE SIX (6) MONTHS PRECEDING THE FIRST EVENT GIVING RISE TO LIABILITY, OR IF NO PAYMENT IS MADE BY YOU TO COMPANY, ONE HUNDRED DOLLARS ($100.00). 

20. INDEMNITY

You agree to defend, indemnify and hold harmless the Company and its affiliates, directors, officers, employees, and/or agents (collectively, “Company Indemnitees”) from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys' fees) that may be incurred by any of the Company Indemnitees arising out of or relating to Your Content, your violation of these Terms, your violation of any applicable laws, rules or regulations in connection with the Website, or from any other misuse of the Website or Services.  You agree that in the event any claim, allegation, suit or similar proceeding is commenced by a third party against any of the Company Indemnitees, that you will pay for the defense thereof, including reasonable attorneys’ fees and costs. Notwithstanding any of the foregoing, Company reserves the right to assume the exclusive defense and control of any proceeding that relates to the Company, the Website, Services, or any aspects thereof, whether or not subject to indemnification hereunder, and in such case you will cooperate fully with Company in our defense thereof. 

21. TERMINATION; COMPANY RESTRICTION OF ACCESS

You may terminate the Services at any time. You may terminate your account through the cancellation flow in your Poppins dashboard, or by contacting us at 855-420-1919 or info@poppinspayroll.com. Your access to the Services will remain in place until the expiration of the calendar month for which you have paid your Monthly Fee.  At the end of that calendar month, your access to the Services will be terminated by the Company.  Prior to your termination of your Poppins Account, you are solely responsible for running any reports and downloading any data you might require after access to the Services is terminated.  Unless otherwise agreed in writing, the Company is not responsible for maintaining records or data on your behalf after termination.   

In its sole discretion, the Company may terminate or suspend your access to the Website or Services for breach of these Terms or for any reason whatsoever, with or without notice. The Company shall not be liable for any losses or damages arising from any such suspension or termination.

22. ARBITRATION

Agreement to Arbitrate. This section is referred to in these Terms as the "Arbitration Agreement". Unless you opt-out in accordance with the opt-out procedures set forth below, you agree that any and all disputes or claims arising between you and the Company related to these Terms, the Website or the Services shall be resolved exclusively through final and binding arbitration, rather than a court in accordance with the terms of this Arbitration Agreement, except you may assert individual claims in small claims court, if your claims qualify. Your rights will be determined by a neutral arbitrator, not a judge or jury. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement.

a.  Prohibition of Class and Representative Actions and Non-Individualized Relief. YOU AND POPPINS AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. UNLESS BOTH YOU AND POPPINS AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON'S OR PARTY'S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING. ALSO, THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY'S INDIVIDUAL CLAIMS. ANY RELIEF AWARDED CANNOT AFFECT OTHER POPPINS CLAIMANTS.

b.  Opt-Out Procedure. You can choose to reject this Arbitration Agreement by mailing Poppins a written opt-out notice ("Opt-Out Notice") in accordance with the terms of this Section. The Opt-Out Notice must be postmarked no later than 30 Days after the date you accept these Terms for the first time (by using the Site or the Services). You must mail the Opt-Out Notice to Poppins Payroll, PO Box 44, Boulder, CO 80306. The Opt-Out Notice must state that you do not agree to the Arbitration Agreement and must include your name, address, phone number, and the email address used to log in to the Poppins account (if applicable) to which the opt-out applies. You must sign the Opt-Out Notice for it to be effective. This procedure is the only way you can opt out of the Arbitration Agreement. If you opt out of the Arbitration Agreement, all other terms of these Terms will continue to apply. Opting out of the Arbitration Agreement has no effect on any previous, other, or future arbitration agreements that you may have with Poppins or its affiliates.

c.  Arbitration Procedures. Arbitration will be conducted by a neutral arbitrator in accordance with the American Arbitration Association's ("AAA") rules and procedures, including the AAA's Supplementary Procedures for Consumer-Related Disputes (collectively, the "AAA Rules"), as modified by this Arbitration Agreement. For information on the AAA, please visit its website, http://www.adr.org. Information about the AAA's Rules and fees for consumer disputes can be found at the AAA's consumer arbitration page, http://www.adr.org/consumer_arbitration. If there is any inconsistency between the AAA Rules and this Arbitration Agreement, the terms of this Arbitration Agreement will control unless the arbitrator determines that the application of the inconsistent Arbitration Agreement terms would not result in a fundamentally fair arbitration. The arbitrator must also follow the provisions of these Terms as a court would, including without limitation, the limitation of liability limitations set forth herein. The arbitration shall be held in the county in which you reside or at another mutually agreed location. If the value of the relief sought is $10,000 or less you or Poppins may elect to have the arbitration conducted by telephone or based solely on written submissions, which election shall be binding on you and Poppins subject to the arbitrator's discretion to require an in-person hearing, if the circumstances warrant. Attendance at any in-person hearing may be made by telephone by you and/or Poppins, unless the arbitrator requires otherwise. The arbitrator will decide the substance of all claims in accordance with the laws of the State of Colorado, including recognized principles of equity, and will honor all claims of privilege recognized by law. The arbitrator shall not be bound by rulings in prior arbitrations involving different Poppins users, but is bound by rulings in prior arbitrations involving the same Poppins user to the extent required by applicable law.

d.  Costs of Arbitration. Payment of all filing, administration, and arbitrator fees (collectively, the "Arbitration Fees") will be governed by the AAA's Rules, unless otherwise provided in this Agreement to Arbitrate. If you demonstrate to the arbitrator that you are economically unable to pay your portion of the Arbitration Fees or if the arbitrator otherwise determines for any reason that you should not be required to pay your portion of the Arbitration Fees, Poppins will pay your portion of such fees. In addition, if you demonstrate to the arbitrator that the costs of arbitration will be prohibitive as compared to the costs of litigation, Poppins will pay as much of the Arbitration Fees as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive. Each party will be responsible for all other fees it incurs in connection with the arbitration, including without limitation, all attorney fees. In the event the arbitrator determines the claim(s) you assert in the arbitration to be frivolous, you agree to reimburse Poppins for all fees associated with the arbitration paid by Poppins on your behalf that you otherwise would be obligated to pay under the AAA's rules.  Confidentiality. All aspects of the arbitration proceeding, and any ruling, decision or award by the arbitrator, will be strictly confidential for the benefit of all parties.

f.  If a court decides that any term or provision of this Arbitration Agreement other than Section 21(a) is invalid or unenforceable, the parties agree to replace such term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Arbitration Agreement shall be enforceable as so modified. If a court decides that any of the provisions of 21(a) is invalid or unenforceable, then the entirety of this Arbitration Agreement shall be null and void. The remainder of the Terms will continue to apply

23. CLAIMS OUTSIDE OF ARBITRATION. 

These Terms, and any dispute between you and Poppins, shall be governed by the laws of the State of Colorado without regard to principles of conflicts of law, provided that the Federal Arbitration Act shall govern the interpretation and enforcement of the Arbitration Agreement. Unless you and Poppins agree otherwise, in the event that the Arbitration Agreement is found not to apply to you or to a particular claim or dispute (except for small-claims court actions), either as a result of your decision to opt-out of the Arbitration Agreement or as a result of a decision by the arbitrator or a court order, you agree that any claim or dispute between you and Poppins must be resolved exclusively by a state or federal court located in the State of Colorado. You and Poppins agree to submit to the personal jurisdiction of the courts located within the State of Colorado for the purpose of litigating all such claims or disputes. The prevailing party in any such dispute shall be entitled to reimbursement of its costs and expenses relating to the proceeding, including reasonable attorneys’ fees, from the non-prevailing party.

24. LIMITATION ON TIME TO FILE CLAIMS  

Any cause of action or claim you may have arising out of or relating to these Terms, the Services or the Website must be commenced within one (1) year after the cause of action accrues, otherwise, such cause of action or claim is permanently barred. 

25. GOVERNING LAW & JURISDICTION

These Terms are governed by the laws of the State of Colorado, U.S.A.  You hereby irrevocably consent to the exclusive jurisdiction and venue of the courts in Boulder, Colorado, U.S.A. in all disputes arising out of or relating to the use of the Website or Services. The parties have required that this agreement and all documents related to this agreement be drawn up in English.  As to any ambiguities resulting from translation from English to any other language, provisions in the English language shall be controlling in all respects.  PURSUANT TO ARTICLE 6 OF THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS (“UN CONVENTION”), THE PARTIES AGREE THAT THE UN CONVENTION WILL NOT APPLY TO THIS AGREEMENT.

26. CHANGES TO THESE TERMS OF USE

The Company may update or change these Terms from time to time in order to reflect changes in any offered services, changes in the law, or for other reasons as deemed necessary by the Company. The effective date of any Terms will be reflected in the “Last Revised” entry at the top of these Terms. Your continued use of the Website after any such change is communicated shall constitute your consent to such change(s).

27. GENERAL

These Terms shall be binding on and shall inure to the benefit of the legal representatives, successors and assigns of the parties hereto. The failure of the Company to exercise or enforce any right or provision of the Terms shall not constitute a waiver of such right or provision.  You agree that no joint venture, partnership, employment, or agency relationship exists between you and the Company as a result of these Terms or use of the Website or Services.  You may not assign these Terms without the prior written consent of the Company in all instances.  The Company may assign these Terms, in whole or in part, at any time.  The Company’s performance of these Terms is subject to existing laws and legal process, and nothing contained in these Terms is in derogation of the Company’s right to comply with governmental, court, and law enforcement requests or requirements relating to your use of the Website, Services,  or information provided to or gathered by the Company with respect to such use.  

If any part of these Terms are determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision, and the remainder of these Terms shall continue in effect.  

These Terms, including the Privacy Policy and all other documents expressly incorporated herein by reference, constitute the entire agreement between you and the Company with respect to the Website, and supersede all prior or contemporaneous communications and proposals, whether electronic, oral, or written, between you and the Company. A printed version of these Terms and of any notices given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.  

28. COMPANY CONTACT INFORMATION

Questions can be directed to the Company by email at info@poppinspayroll.com, by phone at (888) 543-1475,  or by mail at Poppins Payroll Company, LLC, 1150 Maxwell Ave, Boulder, CO 80304.

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