ePayroll Portal ? Terms of Service Agreement

This ePayroll Portal (?EPP?, or ?web site?) Terms of Service Agreement (the "Agreement") describes the terms and conditions on which Ovation Payroll. ("we" or "our company") offer services to you ("User", ?Employee?, ?Employer?, ?Client?, or "You"). By registering for or using ePayroll Portal services, User agrees to be bound by the following terms and conditions.

1. ePayroll Portal Services.

Subject to the terms and conditions of this Agreement, Ovation Payroll. makes certain Services available to User via the EPP. For the purposes of this Agreement: (a) "User" (or "you") means the individual (or ?Employee?) or business entity (or ?Employer?) that is using or registering to use the Services, including its employees (b) EPP "Services" means those electronic or interactive services offered by Ovation Payroll via the ePayroll Portal. Ovation Payroll reserves the right to change or discontinue any/all of the Services at any time.

1.1 Description of Services.

The Services provided via the EPP web site fall in two (2) categories ? Employee Services and Employer Services. Employee Services are the services provided to an individual employee of any client that is a customer of Ovation Payroll. These services allow an employee to access his/her payroll related information on the web site. Employer Services allow an employer to configure certain services to be made available to their employees via the EPP web site. Ovation Payroll. reserves the right to add, change or discontinue any/all of the services at any time without notice to any users of the web site.

2. Ownership.

You acknowledge that all materials (except those uploaded by users) provided on this Web site, including but not limited to information, documents, products, logos, graphics, sounds, images, software, and services (collectively "Materials"), are provided either by Ovation Payroll. or by their respective third party authors, developers and vendors (collectively "Third Party Providers") and the underlying intellectual property rights are owned by Ovation Payroll. and/or its Third Party Providers. Elements of the Web site are protected by trade dress and other laws and may not be copied or imitated in whole or in part. Ovation Payroll., the Ovation Payroll. logo, the EPP logo and other Ovation Payroll. products referenced herein are trademarks of Ovation Payroll., and may be registered in certain jurisdictions. All other product names, company names, marks, logos, and symbols may be the trademarks of their respective owners.

3. User Information.

User represents and warrants that the information it provides either to Ovation Payroll., or in the EPP contact information forms is true and accurate. Ovation Payroll. reserves the right to suspend or terminate and User's account and this Agreement in case the information entered by the User is untrue or inaccurate.

4. Use of e-mail addresses

We may communicate with the User from time to time via e-mail to send information about important changes to our products and services, and to send notices and other disclosures required by law. By providing your email address, you agree to these communications, but they will be primarily informational in nature rather than promotional and will be strictly limited in number. We follow a strict no-spam policy.

5. Acceptable Use

Ovation Payroll. neither sanctions nor permits site content or the transmission of data that contains illegal or obscene material or fosters or promotes illegal activity, including but not limited to, the promotion or publication of any material that may violate legislation. Ovation Payroll reserves the right to immediately suspend or terminate any account or transmission that violates this policy, without prior notice.

5.1 Upload / Download Information.

The EPP provides space for the Employers to upload a limited number of attachments and links (?Resources?) to the web site for the purposes of making these available to their employees in one convenient place. Ovation Payroll. reserves the right to allow/restrict certain or all types of files for upload/download. Ovation Payroll. does not verify, subscribe to, recommend, or in any form or manner approve the contents/validity of any of the files or links made available by the Employer to their Employees. It is the sole responsibility of the User to ascertain the validity, legality and contents of the files at his/her own risk.

5.2 Wrongful Conduct

User shall not commit or permit wrongful or damaging acts which justify civil action including, but not limited to, posting attachments or links containing defamatory, scandalous, or private information about a person without their consent or intentionally inflicting emotional distress.

5.3 Access and Interference

Violations or attempts to violate Ovation Payroll. systems or to interrupt Ovation Payroll services are strictly prohibited, and may result in criminal and civil liability. Examples of system violations include, without limitation:

(a) Unauthorized access to or use of Ovation Payroll. Services, including any attempt to probe, scan or test the vulnerability of a system or to breach security or authentication measures without express authorization of Ovation Payroll.; or (b) Interference with Service to any User or network including, without limitation, flooding, or deliberate attempts to overload a system and broadcast attacks; or (c) Use of any device, software, or routine to interfere or attempt to interfere with the proper working of the Services; or (d) Any action that imposes an unreasonable or disproportionately large load on Ovation Payroll.'s infrastructure

5.4 Copyright or Trademark Infringement

The EPP Services may be used only for lawful purposes. Transmission, distribution or storage of any material in violation of any applicable law or regulation, including export control laws, is prohibited. This includes, without limitation, material protected by patent, copyright, trademark, service mark, trade secret or other intellectual property rights. If you use another party's material, you must obtain prior authorization. By using the Services, you represent and warrant that you are the author and copyright owner and/or proper licensee with respect to any hosted content and you further represent and warrant that no content violates the trademark or rights of any third party. Ovation Payroll. reserves the right to suspend or terminate a User's transmission (s) that, in Ovation Payroll.'s discretion, violates these policies or violates any law or regulation.

5.5 Other Activities

Whether lawful or unlawful, Ovation Payroll. reserves the right to determine what is harmful to its Users, operations or reputation, including any activities that restrict or inhibit any other user from using and enjoying the Service or the Internet.

Please be aware Ovation Payroll. reserves the right to cancel any account or transmission they find in violation of any of the above policies or for any reason it considers appropriate. An explanation will not be provided. Complaints about violators of our Policy should be sent via our contact form on the web site.

6. No Warranty

You expressly understand and agree that: (a) your use of the Service is at your sole risk. Ovation Payroll. Services are provided on an "as is" and "as available" basis. Ovation Payroll. and its suppliers, to the fullest extent permitted by law, disclaim all warranties, including but not limited to warranties of title, fitness for a particular purpose, merchantability and non-infringement of proprietary or third party rights. Ovation Payroll. and its suppliers make no warranties about the accuracy, reliability, completeness, or timeliness of our Services, software, or content; (b) Ovation Payroll. makes no warranty that (i) the Service will meet your requirements, (ii) the service will be uninterrupted, timely, secure, or error-free, (iii) the results that may be obtained from the use of the service will be accurate or reliable, (iv) the quality of any products, services, information, or other material purchased or obtained by you through the Service will meet your expectations, and (v) any errors in the software will be corrected; (d) any material downloaded or otherwise obtained through the use of the Service is done at your own discretion and risk and that you will be solely responsible for any damage to your computer system or loss of data that results from the download of any such material; (e) no advice or information, whether oral or written, obtained by you from us or through or from the Service shall create any warranty not expressly stated in these terms and conditions.

7. Indemnity

You agree to defend, indemnify, and hold harmless Ovation Payroll., its affiliates, officers, directors, employees and agents, from and against any claims, actions or demands, including without limitation reasonable legal fees, alleging or resulting from your use the Service, or your breach of this Agreement or other Ovation Payroll. policies, terms and conditions.

8. Limitation of Liability

Your use of the EPP web site is at your own risk. If you are dissatisfied with any aspect of our Service or with these terms & conditions, or any other rules or policies, your sole remedy is to discontinue use of the Service. You expressly understand and agree that Ovation Payroll. shall not be liable for any direct, indirect, incidental, special, consequential exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses (even if we have been advised of the possibility of such damages), resulting from: (i) the use or the inability to use the Service; (ii) the cost of procurement of substitute goods and services resulting from any goods, data, information or services purchased or obtained or messages received or transactions entered into through or from the Service; (iii) unauthorized access to or alteration of your transmissions or data; (iv) statements or conduct of any third party on the service; or (v) any other matter relating to the Service.

9. Modifications to Agreements, Policies or to our Services

We reserve the right to change this Service Agreement at any time without notice. We also reserve the right at any time to modify or discontinue the Service, temporarily or permanently, with or without notice to you. You agree that we shall not be liable to you or any third party for any modification, suspension or discontinuance of the Service.
9.1 Upon termination of this Agreement by either User or Ovation Payroll., all of User rights under this Agreement, and Ovation Payroll.'s provision of Services, will terminate immediately.

10. Miscellaneous

These terms and conditions will be governed by and construed in accordance with the laws of The United States Of America.

10.1 Exceptions

Except for other agreements or terms appearing on the Web site, this Agreement set forth the entire understanding and agreement between us with respect to the subject matter hereof.

Additional Information

Any questions relating to our Legal Agreements and Policies may be directed to Ovation Payroll. using the contact form provided on the web site.