Terms of Service
A. GENERAL TERMS OF SERVICE. Thank you for selecting the Services offered by Monchilla, Inc. Please review these Terms of Service ("Agreement") thoroughly. This agreement is a legal agreement between you and Monchilla, Inc. (Monchilla will referred to as "Monchilla" or "we," "our," or "us" in this Agreement). By clicking "I ACCEPT," indicating acceptance electronically, accessing or using the Services, you agree to these terms. If you do not agree to this Agreement, then do not indicate acceptance of the Agreement, and do not use the Services.
1.1 This Agreement describes the terms governing your use of the online services provided to you on this website, including content, updates and new releases, (collectively, the "Services"). It includes by reference:
* Monchilla's Privacy Statement available on this website for the Services you selected.
* Additional Terms and Conditions for the Services that you have selected, including from third parties.
* Any terms provided separately to you for the Services, including for example, web or email product or program terms, ordering, activation, pricing and payment terms, if applicable, for the Services.
1.2 An "Affiliate" means all companies that directly or indirectly, control or are under the common control with Monchilla. As used in this Agreement, control means equity ownership of fifty percent (50%) or greater interest in the voting shares held by an entity.
2. YOUR RIGHT TO USE THE SERVICES AND RESTRICTIONS
2.1 The Services are protected by copyright, trade secret, and other intellectual property laws. You are only granted the right to use the Services, and we reserve all rights of ownership in the Services not granted to you in writing here. As long as you meet any applicable payment obligations and comply with this Agreement, we grant you a personal, limited, nonexclusive, nontransferable right to use the Services that is valid only for the period of use provided in the ordering and activation terms, and only for the purposes described on the website for the Services.
2.2 You agree not to use the Services or content on this website in a manner that violates any applicable law, regulation or this Agreement. For example, unless authorized by us in writing, you agree you will not:
* Provide access to or give any part of the Services to any third party.
* Modify, disrupt or interfere with the Services, supporting servers, or networks either manually or through the use of scripts, viruses, or worms.
* Reproduce, duplicate, copy, deconstruct, sell, trade or resell the Services.
* Attempt to access any other Monchilla systems that are not part of these Services.
* Excessively overload the Monchilla systems used to provide the Services.
If you violate any of these terms, we may terminate this Agreement and your right to use the Services in our sole discretion.
3. TRIAL PERIOD.
If you registered for a trial use of the Services ("Trial Period"), you must decide to purchase the Services within the Trial Period in order to retain any Content (defined in Section 6) that you have posted or uploaded during the Trial Period. If you do not purchase the Services by the end of the Trial Period, your Content will no longer be available to you, and we will not be responsible for any of it. To be very clear, after using the Services during the trial period, if you decide not to purchase the full version of the Services, you will not be able to access or retrieve any of the data you added/created during the trial.
4.1 We will charge the credit card or other payment method you designate on the website for the posted fees for the Service you select. We will also charge you for any sales, use or other taxes applicable to the Service. We charge additional fees for exceptions processing, setup and other special services, as posted on our website. We may change the schedule of fees or the terms of this Agreement from time to time. We will post the revised fees and/or Agreement on our website. You will be notified of any change in fees at least 30 days in advance of the effective date. If a fee increase or change to this Agreement is not acceptable, you may cancel the Service as provided herein prior to the time when it takes effect. Continuing to use the Service constitutes your agreement to all changes.
4.2 If we cannot collect fees due to credit limits on your credit card or any other reason, or if you sign up for electronic payment options and we cannot collect amounts due because of insufficient funds in your account or any other reason, you must pay the amount due immediately upon demand, plus our exceptions processing fees, plus any bank fees or charges for return items, plus interest at the lesser of 18% annually or the maximum allowed by law, plus attorney's fees and other costs of collection as allowed by law. In addition, we may terminate this Agreement, discontinue the Service (either entirely, or only with respect to electronic payment options, in our sole discretion) and avail ourselves of any other available remedy. We may make appropriate reports to credit reporting agencies, financial institutions, tax agencies and law enforcement authorities, and cooperate with them in any resulting investigation or prosecution.
5. YOUR PRIVACY AND PERSONAL INFORMATION.
You can view Monchilla's Privacy Statement on the website, or via a link on the website for the Services you have selected. You agree to be bound by the applicable Monchilla Privacy Statement, subject to change in accordance with its terms. Most importantly, you agree:
* To Monchilla maintaining your data according to the Monchilla Privacy Statement, as part of the Services.
* To give Monchilla permission to aggregate your uploaded, non-personally identifiable account data with that of other users of the Service. By way of example, this means that Monchilla may use that aggregated data to improve services, design promotions, or provide ways for you to compare business practices with other users.
* Monchilla is a global company and may access or store personal information in multiple countries, including countries outside of the European Union that may be deemed to have inadequate protections. When you agree to these Terms of Service, you agree to this practice.
6.1 You are responsible for your content. You are legally responsible for all information, data, text, software, music, sound, photographs, graphics, video, messages or other materials ("Content") uploaded, posted or stored through your use of the Services. You grant us a worldwide, royalty-free, non-exclusive license to host and use the Content in order to provide you with the Services. You agree to not use the Services for any illegal purpose or in violation of any applicable local, state, federal or international law. You are encouraged to archive your Content regularly and frequently. You are responsible for any Content that may be lost or unrecoverable through your use of the Services. You must provide all required and appropriate warnings, information and disclosure. You agree that you will not use the Services to share, store, or in any way distribute financial data that is not in accordance with the law. Any users suspected of having information which involves fraud, embezzlement, money laundering, insider trading, support for terrorism, or any other activity proscribed by law may have their accounts terminated, their financial data erased, and they also may be reported to law enforcement officials in the appropriate jurisdictions. We are not responsible for the Content or data you submit on the website.
You agree not to use the Services to upload, post, distribute, link to, publish, reproduce, engage in or transmit any of the following, including but not limited to:
a. Illegal, fraudulent, libelous, defamatory, obscene, pornographic, profane, threatening, abusive, hateful, harassing , offensive, inappropriate or objectionable information or communications of any kind, including without limitation conduct that would encourage or constitute an attack or "flaming" others, or criminal or civil liability under any local, state, federal or foreign law;
b. Content or data that would impersonate someone else or falsely represent your identity or qualifications, or that constitutes a breach of any individual's privacy, including posting images about children or any third party without their consent (or a parent's consent in the case of a minor);
c. Except as otherwise permitted by us in writing, advertisements, solicitations, investment opportunities, chain letters, pyramid schemes, other unsolicited commercial communication or engage in spamming or flooding;
d. Virus, Trojan horse, worm or other disruptive or harmful software or data; and
e. Any information, software or Content which is not legally yours and may be protected by copyright or other proprietary right, or derivative works, without permission from the copyright owner or intellectual property rights owner.
6.2 Community forums. The Services may include a community forum to exchange information with other users of the Services and the public. Please use respect when you interact with other users. We do not support and are not responsible for the accuracy of others' content in these community forums. Do not reveal information in the community forum that you do not want to make public. Users may post hypertext links to content hosted and maintained by third parties for which we are not responsible.
6.3 We may freely use feedback you provide. You agree that Monchilla and its Affiliates may use your feedback, suggestions, or ideas in any way, including in future modifications of the Services, other products or services, advertising or marketing materials. You grant us a perpetual, worldwide, fully transferable, sublicensable, non-revocable, fully paid-up, royalty free license to use the feedback you provide to us in any way.
6.4 We may monitor your content from time to time. We may, but have no obligation to, monitor content on the Services. We may disclose any information necessary or appropriate to satisfy our legal obligations, protect us or our customers, or operate the Services properly. We, in our sole discretion, may refuse to post, remove, or refuse to remove, any Content, in whole or in part, alleged to be unacceptable, undesirable, inappropriate, or in violation of this Agreement.
7. ADDITIONAL TERMS YOU AGREE TO
7.1 We do not give professional advice. We are not in the business of providing legal, financial, accounting, health care, real estate or other professional services or advice. Consult the services of a competent professional when you need this type of assistance.
7.2 We may tell you about other Monchilla services. You may be offered other services, features, products, applications, online communities, or promotions provided by Monchilla or any of its Affiliates ("Monchilla Services"). If you decide to use any of these Monchilla Services, additional terms and conditions and separate fees may apply as well as the terms and conditions of this Agreement. You acknowledge that in accessing some Monchilla Services you may upload or enter data from your account(s) such as names, addresses and phone numbers, purchases, and sales among others, to the Internet. You grant Monchilla permission to use information about your business and experience to help us to provide the Monchilla Services to you, including updating and maintaining your data, addressing errors or service interruptions, and enhancing the types of data and services Monchilla may provide to you in the future. You grant Monchilla permission to combine your business data, if any, with that of others in a way that does not identify you or any individual personally. We may use this data to improve services and to compare business practices with other company standards. We may use your data to create, market or promote new Monchilla offerings to you and others. You also grant Monchilla permission to share or publish summary results relating to research data and to distribute or license such data to third parties.
7.3 We may tell you about third party products or services. Subject to the Monchilla Privacy Statement, you may be offered products or services by third parties who are not affiliated with Monchilla ("Third Party Products") or the Services may contain links to third party websites ("Third Party Sites") and you agree that Monchilla can use your contact information, including name and address, for the purpose of offering these products to you. If you decide to use any Third Party Products or access any Third Party Sites, you are responsible for reviewing the third party's separate product terms, website terms and privacy policies. You agree that the third parties, and not Monchilla, are responsible for their product's performance and the content on their websites. Monchilla is not affiliated with these Third Party Products or Third Party Sites and has no liability for them.
7.4 Communications choices. We may be required by law to send you communications about the Services or Third Party Products. You agree that we may send these communications to you via email or by posting them on one of our sponsored websites, such as smallbusiness.Monchilla.com. If you later decide that you do not want to receive future Communications electronically, please review the Privacy statement provided on the Services website to review your communications choices.
7.5 You will track your passwords and accept updates. You are responsible for securely managing your password(s) for access to the Services. If you become aware of any unauthorized access to your Services account, theft or loss of your password, you agree to contact us as soon as possible. The Services may periodically be updated with tools, utilities, improvements, third party applications, or general updates to improve and enhance the features and performance of the Services. You agree to receive these updates automatically as part of the Services.
8. DISCLAIMER OF WARRANTIES
8.1 EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, YOUR USE OF THE SERVICES, SOFTWARE, AND CONTENT IS ENTIRELY AT YOUR OWN RISK. EXCEPT AS DESCRIBED IN THIS AGREEMENT, THE SERVICES ARE PROVIDED "AS IS." TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, MONCHILLA, ITS AFFILIATES, AND ITS THIRD PARTY SERVICE OR DATA PROVIDERS, LICENSORS, DISTRIBUTORS OR SUPPLIERS (COLLECTIVELY REFERRED TO AS, "SUPPLIERS") DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY THAT THE SERVICES ARE FIT FOR A PARTICULAR PURPOSE, TITLE, MERCHANTABILITY, DATA LOSS, NON-INTERFERENCE WITH OR NON-INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS, OR THE ACCURACY, RELIABILITY, QUALITY OR CONTENT IN OR LINKED TO THE SERVICES. MONCHILLA AND ITS AFFILIATES AND SUPPLIERS DO NOT WARRANT THAT THE SERVICES ARE SECURE, FREE FROM BUGS, VIRUSES, INTERRUPTION, ERRORS, THEFT OR DESTRUCTION. IF THE EXCLUSIONS FOR IMPLIED WARRANTIES DO NOT APPLY TO YOU, ANY IMPLIED WARRANTIES ARE LIMITED TO 60 DAYS FROM THE DATE OF PURCHASE OR DELIVERY OF THE SERVICES, WHICHEVER IS SOONER.
8.2 MONCHILLA AND ITS AFFILIATES AND SUPPLIERS DISCLAIM ANY REPRESENTATIONS OR WARRANTIES THAT YOUR USE OF THE SERVICES WILL SATISFY OR ENSURE COMPLIANCE WITH ANY LEGAL OBLIGATIONS OR LAWS OR REGULATIONS. THIS DISCLAIMER APPLIES TO BUT IS NOT LIMITED TO THE HEALTH INSURANCE PORTABILITY AND ACCOUNTABILITY ACT OF 1996 ("HIPAA"), THE GRAMM-LEACH-BLILEY ACT OF 1999, THE SARBANES-OXLEY ACT OF 2002, OR OTHER FEDERAL OR STATE STATUTES OR REGULATIONS. YOU ARE SOLELY RESPONSIBLE FOR ENSURING THAT YOUR USE OF THE SERVICES IS IN ACCORDANCE WITH APPLICABLE LAW.
9. LIMITATION OF LIABILITY AND INDEMNITY.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE ENTIRE LIABILITY OF MONCHILLA, AND ITS AFFILIATES AND SUPPLIERS FOR ALL MATTERS OR CLAIMS RELATING TO THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT YOU PAID FOR THE SERVICES DURING THE TWELVE (12) MONTHS PRIOR TO SUCH CLAIM. SUBJECT TO APPLICABLE LAW, MONCHILLA AND ITS AFFILIATES AND SUPPLIERS ARE NOT LIABLE FOR ANY OF THE FOLLOWING: (A) INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES; (B) DAMAGES RELATING TO FAILURES OF TELECOMMUNICATIONS, THE INTERNET, ELECTRONIC COMMUNICATIONS, CORRUPTION, SECURITY, LOSS OR THEFT OF DATA, VIRUSES, SPYWARE, LOSS OF BUSINESS, REVENUE, PROFITS OR INVESTMENT, OR USE OF SOFTWARE OR HARDWARE THAT DOES NOT MEET MONCHILLA SYSTEMS REQUIREMENTS. THE ABOVE LIMITATIONS APPLY EVEN IF MONCHILLA AND ITS AFFILIATES AND SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS AGREEMENT SETS FORTH THE ENTIRE LIABILITY OF MONCHILLA, ITS AFFILIATES AND YOUR EXCLUSIVE REMEDY WITH RESPECT TO THE SERVICES AND ITS USE.
You agree to indemnify and hold Monchilla and its Affiliates and Suppliers harmless from any and all claims, liability and expenses, including reasonable attorneys' fees and costs, arising out of your use of the Services or breach of this Agreement (collectively referred to as "Claims"). We reserve the right, in our sole discretion and at our own expense, to assume the exclusive defense and control of any Claims. You agree to reasonably cooperate as requested by us in the defense of any Claims.
10. CHANGES TO THIS AGREEMENT OR THE SERVICES.
We may change this Agreement from time to time, and the changes will be effective when posted on our website for the Services or when we notify you by other means. Please review the Agreement periodically on this website for changes. We have the right to change any of the terms of this Agreement upon reasonable notice to you. We may also change or discontinue the Services, in whole or in part, including but not limited to, the Internet based services, pricing, technical support options, and other product-related policies. Your continued use of the Services after we post or otherwise notify you of any changes, indicates your agreement to the changes.
11.1 Either you or Monchilla may terminate this Agreement (either entirely, or partially) for any reason or no reason by giving notice in accordance with the information then on the website, effective immediately. Reasons why we may terminate this Agreement include, without limitation: (1) you fail to provide and update credit card information that enables us to collect fees; (2) any information you give us is false, misleading or incomplete; or (3) you engage in conduct which, in our judgment, interferes with the operation or use of the Service (e.g., excessive use of the Service which disrupts the use of the Service by other users).
11.2 Upon termination, you will pay all outstanding amounts owed to us. Service fees paid to us are not refundable upon termination. Those sections of this Agreement, which by their nature should survive termination, shall survive. You may continue to access the data in your Services account up to six months after the end of the calendar year in which you terminate. You should make archival copies of all of your payroll data, payments, and tax forms during that time. After the end of this access period we reserve the right to permanently and irrevocably destroy your Services data in accordance with our standard practices.
12. EXPORT RESTRICTIONS.
You acknowledge that this website, the Services, and the underlying software may include U.S. technical data subject to restrictions under export control laws and regulations administered by the United States government. You agree that you will comply with these laws and regulations, and will not export or re-export the Services, or any part of the Services, in violation of these laws and regulations, directly or indirectly. You also agree not to provide access to any part of the Services to anyone who you have reason to know may use the Services in the development of nuclear, chemical, or biological weapons.
13. GOVERNING LAW AND JURISDICTION.
Washington state law governs this Agreement without regard to its conflicts of laws provisions. To resolve any legal dispute arising from this Agreement, you agree to the exclusive jurisdiction of state courts in King County, Washington U.S.A. or federal court for the Western District of Washington. We do not represent that information on the website for the Services is appropriate or available for use in all countries. We prohibit accessing materials from countries or states where contents are illegal. You are accessing this website on your own initiative and you are responsible for compliance with all applicable laws.
Any translation of this Agreement is done for local requirements and in the event of a dispute between the English and any non-English version, the English version of this Agreement shall govern. The parties hereby confirm that they have requested that this Agreement and all related documents be drafted in English.
This Agreement is the entire agreement between you and Monchilla and replaces all prior understandings, communications and agreements, oral or written, regarding its subject matter. This Agreement may be modified only by a written amendment signed by the parties or as provided in this Agreement. If any court of law, having the jurisdiction, rules that any part of this Agreement is invalid, that section will be removed without affecting the remainder of the Agreement. The remaining terms will be valid and enforceable. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement. You cannot assign or transfer ownership of this Agreement to anyone without our prior written approval. However, we may assign or transfer it without your consent to (a) an Affiliate, (b) another company through a sale of assets or (c) a successor by merger. Any assignment in violation of this Section shall be void. If you want to request a transfer of this Agreement or if your company is acquired by or merged into another company, contact us via an email to: transfer_license@Monchilla.com.
Failure by either party to exercise any right to require performance under this Agreement will not be construed as a waiver of any subsequent right to require performance or to claim of breach of contract. Except as otherwise provided herein, the rights and remedies provided for in this Agreement are not exclusive, and both you and Monchilla retain all rights and remedies now or hereafter provided by law in addition to those provided for in this Agreement. No delay in or failure of performance by us under this Agreement will be considered a breach of this Agreement and will be excused to the extent caused by any occurrence beyond our reasonable control including, but not limited to, acts of God, power outages, failures of the Internet or any funds transfer system, or compliance with applicable law or regulation. If any court, mediation or arbitration action is brought by either us or you to enforce any provision of this Agreement, the prevailing party in such action will be entitled to recover both attorneys' fees and costs from the other party. If the parties agree to settle their claims against each other, each party will be responsible for its own attorneys' fees and costs.
B. ADDITIONAL TERMS AND CONDITIONS
* Your use of the Services is subject to the General Terms of Service above including these Additional Terms and Conditions which govern your use of the Services indicated below. These Additional Terms and Conditions shall prevail over any conflict or inconsistency with the General Terms of Service above.
1. Terms Applicable to Monchilla Online Payment Service
1.1 You are responsible for maintaining the confidentiality of your User ID, password, and any applicable challenge questions ("Security Devices") according to the rules and guidelines that have been provided to you. If you grant access to your account to one or more additional users, you are responsible for ensuring that they maintain the confidentiality of their respective User IDs, passwords, and challenge questions, and comply with all terms and conditions of this Agreement. You are responsible for (i) all actions taken on the Services Web site using your Security Devices, whether or not authorized by you, and (ii) any transactions resulting from your failure to maintain the confidentiality of the Security Devices. You agree that your User ID and password have the same effect as your written signature authorizing electronic payments, filings and other actions on the Service's Web site. You may change your Security Devices in accordance with the procedures provided on the Service's Web site. You agree to notify us immediately if you become aware of any unauthorized use of your Security Devices. You acknowledge and agree that the Security Devices are intended to confirm authenticity of your instructions and not to detect errors in the contents or transmission of your instructions, and that the Security Devices are a commercially reasonable means of authentication for your business. You represent and warrant to us that you are authorized to use the Service on behalf of the business identified in your Services account (including authorization to pay us fees and to make electronic payments or filings on behalf of the business, if applicable) and to make on behalf of the business the representations and commitments required of the business by this Agreement and the Web site.
1.2 The Service does not include obtaining your access to the Internet for connecting to the Service. You acknowledge that the operation and availability of the communications systems used for accessing and interacting with the Service (e.g., the public telephone computer networks and the Internet) or to transmit information to the taxing authorities can be unpredictable and may, from time to time, interfere with or prevent access to the Service or its operation. We are not in any way responsible for any such interference with or prevention of your use of or access to the Service. When the Internet is not available, you must contact customer support by telephone or by other means for instructions on how to calculate paychecks for your employees and make tax payments and filings.
2.1 We will charge the credit card or other payment method you designate on the website for the posted fees for the Service you select. We will also charge you for any sales, use or other taxes applicable to the Service. We charge additional fees for exceptions processing, setup and other special services, as posted on our website. We may change the schedule of fees or the terms of this Agreement from time to time. We will post the revised fees and/or Agreement on our website. You will be notified of any change in fees at least 30 days in advance of the effective date. If a fee increase or change to this Agreement is not acceptable, you may cancel the Service as provided herein prior to the time when it takes effect. Continuing to use the Service constitutes your agreement to all changes.
2.2 If we cannot collect fees due to credit limits on your credit card or any other reason, or if you sign up for electronic payment options and we cannot collect amounts due because of insufficient funds in your account or any other reason, you must pay the amount due immediately upon demand, plus our exceptions processing fees, plus any bank fees or charges for return items, plus interest at the lesser of 18% annually or the maximum allowed by law, plus attorney's fees and other costs of collection as allowed by law. In addition, we may terminate this Agreement, discontinue the Service (either entirely, or only with respect to electronic payment options, in our sole discretion) and avail ourselves of any other available remedy. We may make appropriate reports to credit reporting agencies, financial institutions, tax agencies and law enforcement authorities, and cooperate with them in any resulting investigation or prosecution.
3. Payroll Accuracy Requirements
Our processing may include receiving and reviewing credit or similar reports on your business and its principals. Therefore the information you provide to us must be accurate and complete, otherwise the tax calculations may be wrong, and the Monchilla Payment service may not perform correctly. Monchilla will not be liable for any penalty, interest or other liability that results from inaccurate or incomplete information you supply.
4. Direct Deposit Option
If you use Monchilla Payment Service, you may request direct deposit ("Direct Deposit") of your employees' paychecks. If you use Monchilla Payment Service, you may also request Direct Deposit of your contractors' paychecks We reserve the right to delay or decline processing Direct Deposit transactions (i) that significantly differ, in our sole opinion, from your typical payment activity or volume of payment transactions, (ii) for which sufficient funds are not available in your account, (iii) that are otherwise in violation of this Agreement or the ACH rules (described below), or (iv) that, in our sole opinion, may pose a risk of loss to us.
Sign Up/Activation. The Direct Deposit service will begin after we receive and process all the information, including any credit card or bank account information, requested by the sign up form. Processing your information may include validating information such as your PIN, submitting your sign up information to third parties such as your bank, credit reporting agencies and/or other agencies we may use to validate your identity and/or credit history. We may also receive and review credit or similar reports on your business and its principals provided by such third parties. Therefore the information you provide to us must be accurate and complete or direct deposits may not be made, and we will be unable to perform the Direct Deposit service for you.
Use and Restrictions. You may fund your paychecks to your employees, contractors and suppliers, as authorized by this Agreement ("Payments") by initiating electronic withdrawals within the Service from the demand deposit account of the financial institution you identified on the sign up form ("Your Account"). You may identify other financial institutions in the future to fund the direct deposit payroll payments to your employees, contractors and suppliers. Under certain circumstances we may use wire draw down requests or other funding methods (collectively "Debits") to fund your direct deposits. Debits may also be initiated to pay servicing fees, e.g. NSF's and reversals. When you send Payments over the Internet you will receive confirmation that the Payments were sent. However, a confirmation does not mean that your submission of Payments was error-free. If errors are detected later we may be unable to complete the submission of your Payments. We will make reasonable efforts to tell you if we cannot complete your Payments. Payments taking place after certain processing deadlines may be considered to occur on the next business day.
Special processing fees may apply to some Payments. We may establish certain security limits on Payment submissions we process, such as a maximum number or dollar amount of Payments. We may change these limits from time to time and may choose not to disclose them.
Your Responsibilities. You must input all required Payment information on the Services website and approve the transaction no later than 5:00 p.m. Pacific Time on the date indicated on the website. You may not cancel or change transactions after that time. You must send us your Payments before the daily cut-off time in order for them to be processed on that day. Payments sent after the cut-off time may be processed the following banking day. You must have sufficient funds in Your Account to fulfill your Payments on the date when Monchilla initiates Debit transaction from Your account. After that, no interest or earnings will accrue to you, even if we retain amounts withdrawn for payroll taxes until they are due to the appropriate payroll tax agencies You are solely responsible for verifying that all Payments have been received and are accurate. It is your responsibility to keep any payroll, tax or other records you may need for reference, even though we may have information about the Payments in our files.
Authorization and Agreement for Direct Payments (ACH Debits). You acknowledge and agree that (i) Payments will typically go through the Automated Clearing House (the "ACH"), (ii) your Payments will be governed by the ACH rules, and (iii) the origination of ACH transactions to Your Account must comply with the provisions of U.S. law. You must indemnify and defend us against any claims or lawsuits, including attorneys' fees that arise from or result from your Payments. If we tell you that an account number or other information concerning your Payments has changed, this corrected information must be used to initiate future Payments. You authorize us to (a) initiate debit entries to Your Account and to debit the same to such account, and (b) send Payments electronically or by any other commercially accepted method to Your Account. You authorize and direct the depository financial institution that holds Your Account to (x) charge each Debit to Your Account and pay that amount to us, and (y) respond to inquiries from us regarding your information and Your Account. This authorization will remain in full force and effect until we have received written notification from you of its termination in such time and in such manner as to afford us and the depository financial institution that holds Your Account a reasonable opportunity to act on it.
Representations and Warranties. You represent and warrant that (i) each person or entity to whom you send Payments has authorized the Payments and any necessary adjustments to be applied to his, her or its account, (ii) at the time any Payment is made you have no actual knowledge that the authorization has been revoked or terminated, (iii) your Payments comply with the laws that apply to them, (iv) that you have authorization to make withdrawals to Your Account and (vi) that all the information you provided to enter into the Agreement is true and correct. You warrant everything that we must warrant as an ACH Originator, and you accept any liability you or we may incur which is caused by your payment transactions.
You agree that we may request, obtain and use credit reports and other information about you from third party sources.
Your Account. We may refuse to process your Payments if we reasonably believe that Your Account balance is insufficient to cover the dollar amount of the Payments or for any other reason we deem reasonable. If any amount debited against you is dishonored or returned for any reason, such as, but not limited to, non-sufficient funds, account closed, inability to locate account, or reversal by you and/or your bank, we may; a) reverse any corresponding credit issued to us, you, your employees or any other party without liability to you or any other party, (b) reverse direct deposit transactions, (c) refuse to perform further Services, (d) apply any money currently held by us to any amount owed to us by you, (e) charge you a one-time insufficient funds penalty fee for each occurrence, (f) report this information to any and all credit agencies and/or financial institutions and/or (g) immediately terminate this Agreement. We may assess and collect interest at the rate of one and one-half percent (1.5%) per month (18% per annum) on any amounts owing and unpaid ten (10) days after demand. If further collection attempts are required, all of our collections costs, including any costs associated with termination of this Agreement and including but not limited to, attorney fees, where permitted by law, will be charged to you. This section shall, to the extent applicable, survive the termination of this Agreement.
General. We may review your use of the Direct Deposit service, your credit status or other factors periodically, including submitting your information to third parties such as your bank, credit reporting agencies and/or other agencies used to validate your identity and/or credit history, and/or reviewing credit or similar reports on your business and its principals provided by these third parties. We may terminate your participation in the Direct Deposit service after such a review. If you (i) default in the payment of any sum of money hereunder, (ii) default in the performance of any other obligations under this Agreement, or (iii) commit an act of Bankruptcy or become the subject of any proceeding under the Bankruptcy Act or become insolvent, or if any substantial portion of your property becomes subject to levy, seizure, assignment, application for sale for or by any creditor or governmental agency, then, in any such event, we, at our option, may, upon written notice thereof, (a) terminate the Agreement, (b) declare all amounts due and to become immediately due and payable and/or (c) require you to deposit an amount equal to its average future monthly or annual processing charges to prepay for any future processing.
5. Limited Warranty
5.1 We warrant to you the accuracy of payroll tax calculations on each pay stub and tax filing prepared using the Service, subject to the following terms and conditions. As your sole and exclusive remedy and our sole and exclusive liability for breach of the foregoing warranty, we will pay all government penalties and interest assessed against you due solely to calculation errors made by the Service. This warranty does not apply to any assessments, penalties or interest resulting from, among other things, your use of the Service to process payroll data for which it is not appropriate (such as foreign payroll), your failure to make and record payroll, tax payments and filings in the manner and on the schedule recommended by us, your failure to enter on the Services website timely and accurate compensation information for your employees, your use of the Service to prepare pay stubs, tax payments or tax filings based in whole or in part on payroll or tax payment information that you calculated or input incorrectly or that you approved after it has been input and presented to you for review, or your failure to file an amended return or make an additional payment to avoid or reduce your penalty or interest after you have received notice from the government or us that you should do so. We will endeavor to post on our website notices of corrections and updates to the Service or to notify you according to the contact information that you provide on the website, which you agree to update promptly with all changes
5.2 In general, we calculate your payroll taxes based on the assumption that the wages you pay to employees (but not payments you make to contractors) are subject to all payroll taxes applicable to your geographical area. For example, we assume that you are subject to federal unemployment tax, although you may not be if you did not pay wages of at least $1,500 in at least one calendar quarter this year or last year. We encourage you to make tax payments in full when due, although some tax agencies do not assess penalties for small payment shortfalls that are made up by the end of a reporting period. In some cases, you can customize the Service for situations such as those described above. In other cases, you may have to make adjustments outside the Service in order to take advantage of certain payroll tax exemptions. We do not warrant that the Service will minimize your payroll taxes automatically.
5.3 If you believe you are entitled to payment under this warranty, you must notify customer support as directed on the website as soon as you learn of the mistake (and in no event later than 30 days after the assessment is made). You must include a copy of the government notice. By claiming payment, you authorize us to obtain and review any data files that may be in our possession or control in order to evaluate your claim. You remain responsible for paying any additional tax liability you may owe and providing assistance and additional information as we may reasonably request. This warranty is for your benefit only and is not transferable, and will be null and void if you breach any terms or conditions of this Agreement.