PayTrack360 LLC
Effective Date: _____________________
This Service Agreement (“Agreement”) is entered into as of the Effective Date by and between: PayTrack360 LLC, a [State] limited liability company, with its principal business address at [Company Address] (“Provider”), and [Customer Legal Name], a [State] [corporation/LLC/partnership], with its principal address at [Customer Address] (“Customer”). Provider and Customer may be referred to individually as a “Party” and collectively as the “Parties”.
Provider will deliver the software-as-a-service platform PayTrack360 (the “Service”) and any related services described in Exhibit A (Scope of Services). Customer will receive subscription access subject to this Agreement and any Order Form.
2.1 Initial Term. The Agreement begins on the Effective Date and continues for one (1) year, unless otherwise stated in an Order Form.
2.2 Renewal. After the Initial Term, the Agreement automatically renews for consecutive one-year terms, unless either Party gives written notice of non-renewal at least 30 days prior to the renewal date.
3.1 Fees. Customer will pay the fees outlined in Exhibit B (Pricing & Fees) or any executed Order Form.
3.2 Payment Terms. Invoices are due net 15 days from invoice date unless otherwise stated. Late payments may result in suspension of access.
3.3 Taxes. Fees exclude taxes. Customer is responsible for all taxes except Provider’s income taxes.
Customer is solely responsible for: (a) ensuring all configurations reflect Customer’s wage-and-hour, break, overtime, rounding, union, and jurisdictional requirements; (b) reviewing, approving, and correcting time entries, break attestations, GPS entries (if enabled), and exceptions; (c) providing legally required notices/consents to employees; (d) compliance with wage-and-hour and recordkeeping laws; and (e) account security and access control (e.g., enabling MFA). Provider does not provide legal advice or guarantee compliance.
Provider will: (a) maintain and operate the PayTrack360 platform; (b) provide support as outlined in Exhibit A; (c) maintain reasonable administrative, technical, and physical safeguards; (d) process Customer Data solely as a Service Provider/Processor per applicable privacy laws and the DPA; and (e) provide notifications for planned downtime.
6.1 Availability. Provider will use commercially reasonable efforts to achieve 99.5% monthly uptime, excluding scheduled maintenance, emergency maintenance, force majeure events, and failures outside Provider’s control.
6.2 Credits. If uptime falls below 99.5%, Customer may request service credits equal to a prorated amount of monthly subscription fees. Service credits are the exclusive remedy for availability issues.
7.1 Ownership. Customer retains all rights to Customer Data. Provider receives a limited license to host and process Customer Data solely to provide the Service.
7.2 Data Processing. Provider acts solely as a Service Provider/Processor and will not sell or share Customer Data for cross-context advertising, and will process it only as instructed by Customer, per the incorporated DPA.
Each Party may receive confidential information. The receiving Party will use such information only for performing this Agreement, protect it with at least reasonable care, and not disclose it to third parties except subcontractors bound by confidentiality. Obligations survive termination.
Provider will maintain industry-standard safeguards. If a Security Incident involving Customer Data occurs due to Provider’s breach of its obligations, Provider will (a) notify Customer without unreasonable delay, (b) investigate and mitigate, and (c) provide legally required cooperation. Liability for such incidents is capped as provided in Section 13.
If Customer enables integrations (e.g., payroll platforms), Customer authorizes Provider to exchange data and acknowledges that Provider is not responsible for third-party performance, calculations, or outages.
11.1 Mutual Warranties. Each Party warrants authority to enter this Agreement.
11.2 Provider Warranty. The Service will operate materially as described in the documentation.
11.3 Disclaimer. EXCEPT AS EXPRESSLY PROVIDED, THE SERVICE IS PROVIDED “AS IS,” WITHOUT WARRANTIES OF ANY KIND, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR LEGAL COMPLIANCE. PROVIDER DOES NOT WARRANT LABOR LAW OR WAGE-AND-HOUR COMPLIANCE.
12.1 Customer Indemnity. Customer will indemnify Provider for claims arising from employment, wage-and-hour, PAGA, missed break, rounding, overtime, or payroll disputes; misuse of the Service; Customer’s instructions or data; and third-party services Customer enables.
12.2 Provider Indemnity. Provider will indemnify Customer for third-party IP infringement claims and unauthorized disclosure of Customer Data caused by Provider’s breach of Section 7 or the DPA.
13.1 No Indirect Damages. Neither Party is liable for indirect, incidental, special, or consequential damages.
13.2 Liability Cap. Except for excluded claims, each Party’s total liability is capped at the fees paid by Customer in the 12 months preceding the claim.
13.3 Exclusions From Cap. The cap does not apply to breach of confidentiality, IP infringement, Provider’s data-security indemnity, or Customer’s payment obligations. For Provider’s data-security and IP indemnities, the cap is two (2) times the fees paid in the prior 12 months.
14.1 For Cause. Either Party may terminate for uncured material breach after a 30-day cure period.
14.2 For Convenience. Customer may terminate for convenience with 30-day written notice; Provider will refund unused prepaid fees.
14.3 Effect. Upon termination, Customer must stop using the Service; Customer may export data for 30 days; Provider may delete data thereafter unless required by law.
Governing Law: California. Binding arbitration under JAMS Commercial Rules in San Francisco, CA; either Party may use small claims court. Class/collective/representative actions are waived. Employment disputes between Customer and its workers are not governed by this clause.
Customer may not assign this Agreement without Provider’s written consent. Provider may assign to affiliates or in connection with a merger or sale.
This Agreement, including Exhibits and Order Forms, constitutes the entire agreement. Order of precedence: Order Form → DPA → This Agreement.
IN WITNESS WHEREOF, the Parties have executed this Service Agreement as of the Effective Date.
Provider: PayTrack360 LLC
By: ____________________________
Name: __________________________
Title: ___________________________
Date: __________________________
Customer: [Customer Legal Name]
By: ____________________________
Name: __________________________
Title: ___________________________
Date: __________________________