Terms of Service

Introduction

Welcome to Payologic. These Terms of Service ("Terms") govern your access to and use of the Payologic platform, website, and services (collectively, the "Service") provided by Payologic("Company," "we," "us," or "our"), a Nevada corporation.

By accessing or using our Service, you agree to be bound by these Terms. If you are using the Service on behalf of an organization, you represent and warrant that you have the authority to bind that organization to these Terms.

PLEASE READ THESE TERMS CAREFULLY. THEY CONTAIN IMPORTANT INFORMATION ABOUT YOUR RIGHTS AND OBLIGATIONS, INCLUDING LIMITATIONS OF LIABILITY AND A BINDING ARBITRATION CLAUSE.

1. Definitions

• "Account" means the account you create to access and use the Service.
• "Administrator" means a User with administrative privileges to manage an Organization's account.
• "Contractor" means an individual engaged by an Organization to provide services and who uses the Service to track time and receive payment.
• "Customer Data" means any data, information, or content that you or your Users submit, upload, or otherwise provide to the Service.
• "Organization" means the company, business, or entity that subscribes to the Service.
• "Subscription" means your paid plan for accessing the Service.
• "User" means any individual who accesses or uses the Service, including Administrators and Contractors.

2. Account Registration and Security

2.1 Account Creation

To use the Service, you must create an Account by providing accurate, complete, and current information. You agree to update this information as necessary to maintain its accuracy.

2.2 Account Security

You are responsible for maintaining the confidentiality of your Account credentials and for all activities that occur under your Account. You agree to:

• Use a strong, unique password
• Enable two-factor authentication when available
• Notify us immediately of any unauthorized access or security breach
• Not share your Account credentials with others

2.3 Account Requirements

You must be at least 18 years old (or the age of majority in your jurisdiction) to create an Account. Organizations must ensure that all Users meet these age requirements.

3. Service Description

Payologic provides a time tracking and payroll management platform for remote teams and contractors. The Service includes:

• Time tracking and timesheet management
• Approval workflows for time entries
• Contractor management and onboarding
• Payroll processing and payment facilitation
• Reporting and analytics
• Integrations with third-party services

We reserve the right to modify, suspend, or discontinue any aspect of the Service at any time. We will provide reasonable notice of material changes when possible.

4. Acceptable Use Policy

You agree to use the Service only for lawful purposes and in accordance with these Terms. You agree NOT to:

• Violate any applicable laws, regulations, or third-party rights
• Use the Service to misclassify employees as independent contractors
• Submit false, misleading, or fraudulent time entries or payment information
• Attempt to gain unauthorized access to the Service or other users' accounts
• Interfere with or disrupt the Service or its infrastructure
• Reverse engineer, decompile, or disassemble any part of the Service
• Use automated systems (bots, scrapers) to access the Service without permission
• Transmit malware, viruses, or other harmful code
• Use the Service to send spam or unsolicited communications
• Infringe on our intellectual property rights or those of others

We reserve the right to suspend or terminate accounts that violate this Acceptable Use Policy.

5. Customer Data

5.1 Ownership

You retain all rights, title, and interest in and to your Customer Data. We do not claim ownership of any Customer Data you submit to the Service.

5.2 License Grant

You grant us a limited, non-exclusive, worldwide license to use, process, and store your Customer Data solely to provide the Service to you, comply with legal obligations, and improve the Service. This license terminates when you delete your data or close your Account.

5.3 Data Accuracy

You are solely responsible for the accuracy, quality, and legality of your Customer Data. You represent that you have all necessary rights and consents to submit Customer Data to the Service.

5.4 Data Export

You may export your Customer Data at any time during your Subscription. We provide data export functionality within the Service or upon request.

6. Fees and Payment

6.1 Subscription Fees

Access to certain features of the Service requires a paid Subscription. Fees are described on our pricing page and in your order confirmation. All fees are:

• Quoted in U.S. Dollars unless otherwise specified
• Non-refundable except as required by law or stated in these Terms
• Subject to change with 30 days' advance notice

6.2 Billing

Subscriptions are billed in advance on a monthly or annual basis, depending on your plan. You authorize us to charge your payment method on a recurring basis until you cancel your Subscription.

6.3 Payment Processing

Payments are processed by our third-party payment processor (Stripe). By providing payment information, you agree to Stripe's terms of service. We do not store complete credit card numbers on our servers.

6.4 Failed Payments

If payment fails, we will attempt to charge your payment method again and notify you. If payment remains unsuccessful after 7 days, we may suspend your access to paid features until payment is resolved.

6.5 Taxes

Fees do not include taxes. You are responsible for paying all applicable taxes, including sales tax, VAT, and GST. We will collect taxes where required by law.

6.6 Contractor Payments

Organizations using the Service to process contractor payments acknowledge that:

• Payment processing fees may apply to contractor payouts
• Organizations are responsible for accurate payment amounts
• Currency conversion fees may apply for international payments
• Payment timing depends on banking networks and may vary

7. Subscription and Cancellation

7.1 Subscription Term

Subscriptions automatically renew at the end of each billing period unless you cancel before the renewal date. Annual subscriptions renew annually; monthly subscriptions renew monthly.

7.2 Cancellation

You may cancel your Subscription at any time through your Account settings or by contacting us at [click to reveal email]. Upon cancellation:

• You will retain access to paid features until the end of your current billing period
• Your Account will be downgraded to our free tier (if available)
• No refunds will be issued for partial billing periods

7.3 Refunds

Annual subscriptions may be eligible for a pro-rated refund within 30 days of purchase if you are not satisfied with the Service. Refund requests should be sent to [click to reveal email].

8. Intellectual Property

8.1 Our Intellectual Property

The Service, including all software, content, designs, trademarks, and documentation, is owned by Payologic or its licensors and is protected by copyright, trademark, and other intellectual property laws. We grant you a limited, non-exclusive, non-transferable license to use the Service for its intended purpose during your Subscription.

8.2 Feedback

If you provide feedback, suggestions, or ideas about the Service ("Feedback"), you grant us a perpetual, irrevocable, royalty-free license to use, modify, and incorporate that Feedback into our products and services without obligation to you.

8.3 Third-Party Materials

The Service may include third-party software, content, or integrations. These third-party materials are subject to their own licenses and terms.

9. Third-Party Services and Integrations

The Service integrates with third-party services (e.g., GitHub, Slack, Stripe). Your use of these integrations is subject to the third party's terms and privacy policies. We are not responsible for the availability, accuracy, or content of third-party services.

By enabling an integration, you authorize us to access and use data from that third-party service as necessary to provide the integration functionality.

10. Disclaimers

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR ACCURACY.

We do not warrant that:

• The Service will be uninterrupted, error-free, or secure
• Defects will be corrected
• The Service will meet your specific requirements
• Any data will be accurate or reliable

We are not responsible for determining whether your use of the Service complies with employment, tax, or contractor classification laws. You should consult with legal and tax professionals regarding your specific situation.

11. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, PAYOLOGIC SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, OR USE, ARISING OUT OF OR RELATED TO YOUR USE OF THE SERVICE.

OUR TOTAL CUMULATIVE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE SHALL NOT EXCEED THE GREATER OF: (A) THE AMOUNT YOU PAID US IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS ($100).

These limitations apply regardless of the theory of liability (contract, tort, or otherwise) and even if we have been advised of the possibility of such damages. Some jurisdictions do not allow the exclusion of certain warranties or limitations of liability, so some of the above may not apply to you.

12. Indemnification

You agree to indemnify, defend, and hold harmless Payologic, its officers, directors, employees, agents, and licensors from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from:

• Your use of the Service
• Your violation of these Terms
• Your violation of any third-party rights
• Your Customer Data
• Your relationships with Contractors

13. Termination

13.1 Termination by You

You may terminate your Account at any time by contacting us or using the Account deletion feature in your settings.

13.2 Termination by Us

We may suspend or terminate your access to the Service immediately if:

• You breach these Terms or our Acceptable Use Policy
• Your payment is overdue for more than 30 days
• We are required to do so by law
• We reasonably believe your use poses a security risk

13.3 Effect of Termination

Upon termination:

• Your right to access the Service immediately ceases
• We may delete your Customer Data after 30 days (or as required by law)
• Provisions that should survive (IP, limitations, indemnification) remain in effect

14. Dispute Resolution

14.1 Informal Resolution

Before initiating formal proceedings, you agree to contact us at [click to reveal email] to attempt to resolve any dispute informally. We will work in good faith to resolve the matter within 30 days.

14.2 Binding Arbitration

If informal resolution fails, any dispute arising from these Terms or the Service shall be resolved by binding arbitration administered by JAMS under its Streamlined Arbitration Rules. The arbitration will be conducted in San Diego, California, unless you and we agree otherwise.

14.3 Class Action Waiver

YOU AND PAYOLOGIC AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.

14.4 Exceptions

Notwithstanding the above, either party may seek injunctive relief in any court of competent jurisdiction to protect intellectual property rights or prevent imminent harm.

14.5 Opt-Out

You may opt out of the arbitration and class action waiver provisions by sending written notice to [click to reveal email] within 30 days of accepting these Terms.

15. Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of Nevada, United States, without regard to its conflict of law principles. For any matters not subject to arbitration, you consent to the exclusive jurisdiction of the state and federal courts located in San Diego County, California.

16. General Provisions

16.1 Entire Agreement

These Terms, together with our Privacy Policy and any order forms, constitute the entire agreement between you and Payologic regarding the Service and supersede all prior agreements.

16.2 Amendments

We may modify these Terms at any time. We will notify you of material changes by email or through the Service. Your continued use of the Service after changes take effect constitutes acceptance of the modified Terms.

16.3 Waiver

Our failure to enforce any provision of these Terms shall not be deemed a waiver of that provision or any other provision.

16.4 Severability

If any provision of these Terms is found to be unenforceable, the remaining provisions shall remain in full force and effect.

16.5 Assignment

You may not assign or transfer these Terms without our prior written consent. We may assign our rights and obligations under these Terms in connection with a merger, acquisition, or sale of assets.

16.6 Force Majeure

Neither party shall be liable for any failure or delay in performance due to circumstances beyond its reasonable control, including natural disasters, war, terrorism, pandemics, or government actions.

16.7 No Agency

Nothing in these Terms creates a partnership, joint venture, employment, or agency relationship between you and Payologic.

17. Contact Information

For questions about these Terms of Service, please contact us by email: