Terms of Service
TERMS OF SERVICE
Effective date: January 01, 2021
Respect others, obey the law, and process payroll!
KarbonPay, LLC (“KarbonPay,” “us”, “we”, or “our”) operates the Karbonpay.com website, which may include Service as a Software (Saas) and the KarbonPay.com mobile application (the “Service”).
KarbonPay provides the Service to you subject to the following terms and conditions:
THESE TERMS OF SERVICE INCLUDE (1) AN ARBITRATION PROVISION; (2) A WAIVER OF RIGHTS TO BRING A CLASS ACTION AGAINST US; AND (3) A RELEASE BY YOU OF ALL CLAIMS FOR DAMAGE AGAINST US THAT MAY ARISE OUT OF YOUR USE OF THE SERVICES.
BY USING THE SERVICE, YOU HEREBY AGREE TO THESE PROVISIONS.
KarbonPay provides a collection of content, resources, tools, and technologies that enable users to process payroll (the “Service”). KarbonPay reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice. You agree that KarbonPay shall not be liable to you or to any third-party for any modification, suspension or discontinuance of the Service.
You understand that all information, data, text, software, music, sound, photographs, graphics, video, messages, tags, or other materials (“Content”), whether publicly posted or privately transmitted, are the sole responsibility of the person from whom such Content originated. This means that you, and not KarbonPay, are entirely responsible for all Content that you upload, post, email, transmit or otherwise make available via the Service. KarbonPay does not control the Content posted via the Service and, as such, does not guarantee the accuracy, integrity or quality of such Content. You understand that by using the Service, you may unintentionally be exposed to Content that is offensive, indecent or objectionable. Under no circumstances will KarbonPay be liable in any way for any Content, including, but not limited to, any errors or omissions in any Content, or any loss or damage of any kind incurred as a result of the use of any Content posted, emailed, transmitted or otherwise made available via the Service.
You acknowledge that KarbonPay may or may not pre-screen Content, but that KarbonPay and its designees shall have the right (but not the obligation) in their sole discretion to pre-screen, refuse, or move any Content that is available via the Service. Without limiting the foregoing, KarbonPay and its designees shall have the right to remove any Content that violates these Terms of Service or is otherwise objectionable. KarbonPay may remove any Content on the Service for any reason and may suspend or terminate users or reclaim usernames at any time without liability or notice to you.
We also reserve the right to access, read, preserve, and disclose any information as we reasonably believe is necessary to (i) satisfy any applicable law, regulation, legal process, or governmental request, (ii) enforce the Terms of Service, including investigation of potential violations hereof, (iii) detect, prevent, or otherwise address fraud, security, or technical issues, (iv) respond to user support requests, or (v) protect the rights, property, or safety of KarbonPay, its users, and the public.
You understand that the Service and software embodied within the Service may include security components that permit digital materials to be protected, and that use of these materials is subject to usage rules set by KarbonPay and/or content providers who provide content to the Service. You may not attempt to override or circumvent any of the usage rules embedded into the Service. Any unauthorized reproduction, publication, further distribution or public exhibition of the materials provided on the Service, in whole or in part, is strictly prohibited without prior written consent of KarbonPay.
KarbonPay does not claim ownership of Content you submit or make available for inclusion on the Service. However, with respect to Content you submit or make available for inclusion on publicly accessible areas of the Service, you grant KarbonPay the following worldwide, royalty-free, perpetual, irrevocable, transferable, non-exclusive license, with right of sublicense, to use, distribute, reproduce, modify, adapt, publish, translate, transmit, publicly perform and publicly display any Content you submit or make available for inclusion on publicly accessible areas of the Service and to incorporate such Content into other works in any format or medium now known or later developed.
Minors & Children
KarbonPay is concerned about the safety and privacy of all its users, particularly children. For this reason, parents or guardians of children under the age of 18 who wish to allow their children access to the Service must create an account that is maintained by a legal guardian of at least 18 years old and monitor the child's usage. By allowing a child access to your account, you also give your child permission to access all areas of the Service. Please remember that the Service is designed to appeal to a broad audience. Accordingly, as the legal guardian, it is your responsibility to determine if the Service is appropriate for your child.
While many portions of the Service do not require registration, you may register as a user of KarbonPay to enjoy greater access or privileges. If you choose to register you will receive a username and password upon completing the Service's registration process. You are responsible for maintaining the confidentiality of the password and account and are fully responsible for all activities that occur under your password or account. You agree to (a) immediately notify KarbonPay of any unauthorized use of your password or account or any other breach of security, and (b) ensure that you exit from your account at the end of each session. KarbonPay cannot and will not be liable for any loss or damage arising from your failure to protect your account.
You acknowledge that KarbonPay may establish general practices and limits concerning your account and use of the Service. You agree that KarbonPay has no responsibility or liability for the deletion or failure to store any messages and other communications or other Content maintained or transmitted by the Service. You acknowledge that KarbonPay reserves the right to log off accounts that are inactive for an extended period of time.
NO LEGAL ADVICE
The Service and all Content are provided for general informational purposes only, and may not reflect current legal developments, verdicts or settlements. Any information contained in the Content or this Service should not be construed as legal advice, tax advice or accounting advice, for example, and is not intended to be a substitute for legal counsel on any subject matter. No recipient of Content from the Service should act or refrain from acting on the basis of any Content included in, or accessible through, the Service without seeking the appropriate legal or other professional advice on the particular facts and circumstances at issue from a lawyer licensed in the recipient's state, country or other appropriate licensing jurisdiction.
For the Service, if offered on a payment or subscription basis, the following terms apply, unless you are notified otherwise in writing by KarbonPay or a third party affiliate. These Terms of Service incorporate by reference and include any product ordering and payment terms provided to you via email or via the website, KarbonPay.com, for the Service.
Payments will be billed to you in the appropriate currency as shown in the product ordering or payment terms provided to you via email or via the website, and your account will be debited when you subscribe and provide your payment information.
You will notify us promptly if your payment information is not accurate, current, and complete. If you do not notify us of the updates to your payment information, to avoid interruptions of the Service, we may participate in programs supported by your payment provider to update your payment information and you authorize us to continue billing with the updated information we obtain.
We will automatically renew your Service at the then-current rates, unless the Service is cancelled or terminated. Additional cancellation or renewal terms may be provided to you via email or via the website.
You agree to not use the Service to:
upload, post, email, transmit or otherwise make available any Content that is unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, sexually explicit, pornographic, libelous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable;
impersonate any person or entity, including, but not limited to, a KarbonPay representative, or falsely state or otherwise misrepresent your affiliation with a person or entity;
upload, post, email, transmit or otherwise make available any Content that you do not have a right to make available under any law or under contractual or fiduciary relationships;
upload, post, email, transmit or otherwise make available any Content that includes the personal information of anyone else without their permission or that infringes any patent, trademark, trade secret, copyright, rights of publicity or other proprietary rights of any party;
upload, post, email, transmit or otherwise make available any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
maintain incorrect or untrue registration information;
disrupt the normal flow of dialogue or otherwise act in a manner that negatively affects other users' ability to engage in real time exchanges;
interfere with or disrupt the Service or servers or networks connected to the Service, or disobey any requirements, procedures, policies or regulations of networks connected to the Service;
access, tamper with, or use non-public areas of the Service, KarbonPay’s computer systems, or the technical delivery systems of KarbonPay’s providers;
probe, scan, or test the vulnerability of any system or network or breach or circumvent any security or authentication measures;
use any robot, spider, site search/retrieval application, or other manual or automatic device or process to retrieve, index, “data mine,” or in any way reproduce or circumvent the navigational structure or presentation of the Service or its contents;
intentionally or unintentionally violate any applicable local, state, national or international law, and any regulations having the force of law; and/or
collect or store personal data about other users in connection with the prohibited conduct and activities set forth in the paragraphs above.
You agree not to reproduce, duplicate, copy, sell, trade, resell or exploit for any commercial purposes, any portion of the Service, use of the Service, or access to the Service. You agree that your KarbonPay account is non-transferable.
You agree that KarbonPay may, with or without cause, and without prior notice, immediately terminate your KarbonPay account and access to the Service. KarbonPay may terminate with or without cause at any time and effective immediately, at KarbonPay’s sole discretion, including but not limited to your failure to conform with these terms and conditions of the Agreement.
Dealings With Advertisers
Your correspondence or business dealings with, or participation in promotions of, advertisers found on or through the Service, including payment and delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such advertiser. You agree that KarbonPay shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such advertisers on the Service.
The Service may provide, or third parties may provide, links to other World Wide Web sites or resources. Because KarbonPay has no control over such sites and resources, you acknowledge and agree that KarbonPay is not responsible for the availability of such external sites or resources and does not endorse and is not responsible or liable for any Content, advertising, products or other materials on or available from such sites or resources. You further acknowledge and agree that KarbonPay shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such Content, goods or services available on or through any such site or resource.
All right, title, and interest in and to the Service, including applicable copyrights, trademarks, and any other proprietary rights, are and will remain the exclusive property of KarbonPay and its licensors. All trademarks, service marks, logos, trade names, and any other proprietary designations of KarbonPay used herein are trademarks or registered trademarks of KarbonPay. Other product and company names that are mentioned on the Service may be trademarks of their respective owners. KarbonPay reserves all rights not expressly granted in these Terms of Service.
KarbonPay grants you a personal, non-transferable and non-exclusive right and license to use the object code of its Software on a single computer; provided that you do not (and do not allow any third party to) copy, modify, create a derivative work from, reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, sublicense, grant a security interest in or otherwise transfer any right in the Software. You agree not to modify the Software in any manner or form, nor to use modified versions of the Software, including (without limitation) for the purpose of obtaining unauthorized access to the Service. You agree not to access the Service by any means other than through the interface that is provided by KarbonPay for use in accessing the Service.
All KARBONPAY trademarks and service marks and other KarbonPay logos and product and service names are trademarks of KarbonPay. Without KarbonPay's prior permission, you agree not to display or use these trademarks in any manner.
KarbonPay respects the intellectual property rights of others and expects users of the Service to do the same. KarbonPay complies with the federal Digital Millennium Copyright Act (“DMCA”), the text of which may be found on the U.S. Copyright Office Website at http://www.copyright.gov/legislation/dmca.pdf. We will respond to notices of alleged copyright infringement that comply with the DMCA and other applicable law and are properly provided to us. If you believe that any Content has been copied or used in a way that constitutes copyright infringement, please provide us with the following information:
a physical or electronic signature of the copyright owner or a person authorized to act on their behalf;
identification of the copyrighted work claimed to have been infringed;
identification of the material that is claimed to be infringing or to be the subject of infringing activity, and information reasonably sufficient to permit us to locate the material (such as a url);
your contact information, including your address, telephone number, and an email address;
a written statement by you that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
a statement that the information in the notification is accurate, and, under penalty of perjury, that you are authorized to act on behalf of the copyright owner.
If you believe that your removed Content is not actually infringing, or that you have the necessary rights to post your Content, please send us a counter-notice containing the following information:
a physical or electronic signature of the copyright owner or a person authorized to act on their behalf;
your physical or electronic signature (with your full legal name);
identification of the Content that has been removed or to which access has been disabled and the location at which the content appeared before it was removed or disabled;
a statement that you have a good faith belief, under penalty of perjury, that the Content was removed or disabled as a result of mistake or a misidentification of the Content; and
your name, address, telephone number, and email address, and a statement that you will accept service of process from the person who provided the original notification of the alleged infringement.
If we receive a counter-notice, we may send a copy of the counter-notice to the person alleging copyright infringement and inform that person that we may replace the removed Content. Unless the original person alleging copyright infringement files an action seeking a court order against the Content provider, member, or user, the removed Content may be replaced, in ten to fourteen business days or more after receipt of the counter-notice, at KarbonPay’s sole discretion.
Please understand that filing a counter-notification may lead to legal proceedings between you and the complaining party to determine ownership. Be aware that there may be adverse legal consequences in your country if you make a false or bad faith allegation by using this process.
We reserve the right to remove Content alleged to be infringing without prior notice and at our sole discretion. In appropriate circumstances, KarbonPay may also terminate a user's account if the user is determined to be a repeat infringer. Our designated copyright agent for notice of alleged copyright infringement appearing on the Service is:
Export and Trade Restrictions
This Service is provided by KarbonPay from its offices in the United States of America. You represent and warrant that you are not located in a country that is subject to a U.S. government embargo or that has been designated by the U.S. government as a “terrorist supporting” country, and you are not listed on any U.S. government list of prohibited or restricted parties. You agree that you and your personnel that use the Service are not prohibited from receiving the Service in your country.
You agree to indemnify and hold KarbonPay and its subsidiaries, affiliates, officers, agents, employees, partners and licensors harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of Content you submit, post, transmit or otherwise make available through the Service, your use of the Service, your connection to the Service, your violation of the Terms of Service, or your violation of any rights of another.
DISCLAIMER OF WARRANTIES
YOU EXPRESSLY UNDERSTAND AND AGREE THAT:
YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, KARBONPAY EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY REGARDING THE KARBONPAY WEBSITE AND THE SERVICE, INCLUDING, BUT NOT LIMITED TO ANY WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
KARBONPAY AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS MAKE 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 USED TO ACCESS OR PROVIDE THE SOFTWARE WILL BE CORRECTED.
ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS ACCESSED AT YOUR OWN DISCRETION AND RISK, AND 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.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM KARBONPAY OR THROUGH OR FROM THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS OF SERVICE.
A SMALL PERCENTAGE OF USERS MAY EXPERIENCE EPILEPTIC SEIZURES WHEN EXPOSED TO CERTAIN LIGHT PATTERNS OR BACKGROUNDS ON A COMPUTER SCREEN OR WHILE USING THE SERVICE. CERTAIN CONDITIONS MAY INDUCE PREVIOUSLY UNDETECTED EPILEPTIC SYMPTOMS EVEN IN USERS WHO HAVE NO HISTORY OF PRIOR SEIZURES OR EPILEPSY. IF YOU, OR ANYONE IN YOUR FAMILY, HAVE AN EPILEPTIC CONDITION, CONSULT YOUR PHYSICIAN PRIOR TO USING THE SERVICE. IMMEDIATELY DISCONTINUE USE OF THE SERVICE AND CONSULT YOUR PHYSICIAN IF YOU EXPERIENCE ANY OF THE FOLLOWING SYMPTOMS WHILE USING THE SERVICE: DIZZINESS, ALTERED VISION, EYE OR MUSCLE TWITCHES, LOSS OF AWARENESS, DISORIENTATION, ANY INVOLUNTARY MOVEMENT, OR CONVULSIONS.
LIMITATION OF LIABILITY
YOU EXPRESSLY UNDERSTAND AND AGREE THAT KARBONPAY AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS SHALL NOT BE LIABLE TO YOU FOR ANY LOST PROFITS, LOST DATA, LOSS OF GOODWILL, EQUIPMENT DOWNTIME, OR FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, EVEN IF KARBONPAY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, RELATING TO KARBONPAY, THE SERVICE OR ANY CONTENT APPEARING ON OR UPLOADED TO THE SERVICE.
IF, FOR ANY REASON, A COURT FINDS KARBONPAY LIABLE FOR DAMAGES NOTWITHSTANDING THE FOREGOING, IN NO EVENT SHALL THE AGGREGATE LIABILITY OF KARBONPAY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OF SERVICE OR FROM THE USE OF OR INABILITY TO USE THE SERVICE OR ANY CONTENT AVAILABLE ON OR THROUGH THE SERVICE EXCEED ONE HUNDRED U.S. DOLLARS (U.S. $100.00).
THE LIMITATIONS OF THIS SECTION SHALL APPLY TO ANY THEORY OF LIABILITY, WHETHER BASED ON WARRANTY, CONTRACT, STATUTE, TORT (INCLUDING NEGLIGENCE), CONSUMER PROTECTION LAW, OR OTHERWISE, EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
EXCLUSIONS AND LIMITATIONS
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
Arbitration, Controlling Law, and Jurisdiction
You agree that if you have any dispute with KarbonPay relating in any way to these Terms of Service or from access to or use of the Service, you will first contact us and attempt to resolve the dispute with us informally. If we are unable to resolve the dispute informally, we each agree to resolve any claim, dispute, or controversy (excluding claims for injunctive or other equitable relief) arising out of or in connection with or relating to these Terms by binding arbitration by the American Arbitration Association (“AAA”) under the Commercial Arbitration Rules and Supplementary Procedures for Consumer Related Disputes then in effect for the AAA, except as provided herein. The Federal Arbitration Act (“FAA”) and federal arbitration law shall apply to these Terms of Service. Unless you and AAA agree otherwise, the arbitration will be conducted in the county where you reside. If you intend to seek arbitration you must first send written notice to KarbonPay of your intent to arbitrate (“Notice”). The Notice to KarbonPay should be sent by sending the Notice by email to: Support@KarbonPay.com.
The Notice must (i) describe the nature and basis of the claim or dispute; and (ii) set forth the specific relief sought. Each party will be responsible for paying any AAA filing, administrative, and arbitrator fees in accordance with AAA rules, except that KarbonPay will pay for your reasonable filing, administrative, and arbitrator fees if your claim for damages does not exceed $75,000 and is non-frivolous (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)). Any award rendered by the arbitrator shall include costs of arbitration, reasonable attorneys’ fees, and reasonable costs for expert and other witnesses, and any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Nothing in this section shall prevent either party from seeking injunctive or other equitable relief from the courts for matters related to data security, intellectual property, or unauthorized access to the Service. ALL CLAIMS MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING, AND, UNLESS WE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS. YOU AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND KARBONPAY ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.
If the prohibition against class actions and other claims brought on behalf of third parties contained above is found to be unenforceable, then all of the preceding language in this section will be null and void.
If for any reason a claim proceeds in court rather than in arbitration, the dispute will be governed by the laws of the State of Texas and the FAA without regard to or application of its conflict of law provisions or your state or country of residence and will be brought solely in the federal or state courts located in Dallas County, Texas, United States. You consent to the jurisdiction of and venue in such courts and waive any objection as to inconvenient forum.
Any translation of the Terms of Service is done for local requirements and in the event of a dispute between the English and any non-English version, the English version governs. In the event of a dispute, you confirm that you have requested that the Terms of Service and all related documents be drafted in English.
The Terms of Service constitutes the entire agreement between you and KarbonPay and governs your use of the Service, superseding any prior agreements between you and KarbonPay with respect to the Service. If any provision of these Terms of Service is held invalid, the remainder of the Terms of Service shall continue in full force and effect. These Terms of Service and the rights granted and obligations undertaken hereunder may not be transferred, assigned, or delegated in any manner by you.
KarbonPay may freely assign these Terms of Service, and you expressly agree that any intellectual property rights licensed to KarbonPay hereunder, including any rights to Content, are transferable to KarbonPay’s assignee without your consent. The failure of KarbonPay to exercise or enforce any right or provision of the Terms of Service shall not constitute a waiver of such right or provision.
If you have any questions or comments about these Terms of Service, please do not hesitate to contact us at:
CHANGES TO THE TERMS OF SERVICE
We reserve the right to amend our Terms of Service at our discretion and at any time. When we make changes to our Terms of Service, we will (i) let you know via email and/or a prominent notice on our Services and (ii) post the updated Terms of Service on the website and update the Terms of Service’s effective date. You are advised to review the Terms of Service periodically for any changes.
Your continued use of our website following the posting of changes constitutes your acceptance of such changes.