Terms and Conditions

2. Services

PayComp provides cloud-based software and related services for payroll administration, workers' compensation management, insurance operations, reporting, analytics, integrations, and related business workflows (collectively, the "Services").

Certain Services may be governed by separate agreements, including:

• Subscription Agreements
• Master Service Agreements ("MSAs")
• Statements of Work ("SOWs")
• Data Processing Agreements ("DPAs")
• Service Level Agreements ("SLAs")

In the event of a conflict between these Terms and a separately executed agreement, the separate agreement shall control.

3. Eligibility

You must:

• Be at least 18 years old
• Have legal capacity to enter into binding agreements
• Use the Services only for lawful business purposes
• Comply with all applicable laws and regulations

You may not use the Services if prohibited by applicable law.

4. Account Registration and Security

To access certain Services, users may be required to create accounts and provide accurate information.

You are responsible for:

• Maintaining confidentiality of credentials
• Restricting unauthorized access
• All activities conducted under your account
• Maintaining accurate account information

You must promptly notify PayComp of any suspected unauthorized access, security breach, or misuse of credentials.

PayComp may suspend or restrict access if suspicious or unauthorized activity is detected.

5. Acceptable Use

You agree not to:

• Use the Services for unlawful purposes
• Violate applicable laws or regulations
• Attempt unauthorized access to systems or accounts
• Interfere with platform operations or security
• Introduce malware, viruses, or malicious code
• Reverse engineer or attempt to extract source code
• Use automated scraping or unauthorized bots
• Circumvent authentication or access controls
• Upload unlawful, fraudulent, or infringing content
• Misuse APIs or exceed authorized usage limits
• Use staging or development environments for production-sensitive data unless expressly authorized

PayComp reserves the right to suspend or terminate access for violations of these Terms.

6. Customer Data

7. Privacy

Use of the Services is subject to the PayComp Privacy Policy.

By using the Services, you acknowledge and agree that information may be collected, processed, and disclosed as described in the Privacy Policy.

8. Intellectual Property

The Services, including all software, interfaces, designs, graphics, workflows, trademarks, logos, APIs, documentation, and related materials, are owned by PayComp or its licensors and are protected by intellectual property laws.

Except as expressly permitted, users may not:

• Copy
• Modify
• Distribute
• Reproduce
• Reverse engineer
• License
• Resell
• Create derivative works from
• Commercially exploit

any portion of the Services.

All rights not expressly granted are reserved.

9. APIs and Integrations

PayComp may provide APIs, developer tools, or integration capabilities.

Use of APIs is subject to:

• Applicable documentation
• Usage limits
• Authentication requirements
• Security requirements
• Rate limiting policies

PayComp may modify or discontinue APIs at any time.

Users may not:

• Abuse API infrastructure
• Circumvent rate limits
• Attempt unauthorized extraction of system data
• Use APIs in ways that compromise system integrity or security

10. Availability and Modifications

PayComp may:

• Modify Services
• Add or remove features
• Perform maintenance
• Interrupt access temporarily
• Discontinue portions of the Services

We do not guarantee uninterrupted or error-free operation.

Maintenance, outages, or third-party failures may affect availability.

11. Third-Party Services

The Services may integrate with third-party providers, including:

• Payroll systems
• Insurance carriers
• Government systems
• Authentication providers
• Cloud providers
• Analytics providers

PayComp is not responsible for third-party systems, content, or services.

Use of third-party services may be subject to separate agreements and privacy policies.

12. Security

PayComp implements commercially reasonable security measures designed to protect Customer Data and platform integrity, including:

• Encryption in transit
• Authentication controls
• Access restrictions
• Logging and monitoring
• Infrastructure security practices

However, no system can be guaranteed fully secure, and users acknowledge inherent internet and cloud-computing risks.

Users are responsible for:

• Maintaining secure passwords
• Protecting credentials
• Managing user permissions
• Implementing internal security controls

13. Confidentiality

Each party agrees to protect confidential information disclosed in connection with the Services using reasonable care.

Confidential information does not include information that:

• Is publicly available
• Was lawfully obtained from third parties
• Was independently developed
• Must be disclosed by law or legal process

14. Staging and Non-Production Systems

Certain PayComp environments may be designated as:

• Staging
• Development
• Sandbox
• Demonstration
• Preview
• Testing environments

These environments:

• May not contain full security controls
• May experience instability
• May be reset or deleted without notice
• May not be suitable for production-sensitive data

Users assume responsibility for any data submitted into non-production systems.

15. Disclaimers

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE."

TO THE MAXIMUM EXTENT PERMITTED BY LAW, PAYCOMP DISCLAIMS ALL WARRANTIES, INCLUDING:

• MERCHANTABILITY
• FITNESS FOR A PARTICULAR PURPOSE
• NON-INFRINGEMENT
• AVAILABILITY
• ACCURACY
• RELIABILITY
• ERROR-FREE OPERATION

PayComp does not guarantee:

• Continuous uptime
• Error-free functionality
• Compatibility with all systems
• Complete security
• Regulatory compliance for customer-specific obligations

16. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, PAYCOMP SHALL NOT BE LIABLE FOR:

• INDIRECT DAMAGES
• INCIDENTAL DAMAGES
• CONSEQUENTIAL DAMAGES
• SPECIAL DAMAGES
• LOSS OF PROFITS
• LOSS OF DATA
• BUSINESS INTERRUPTION
• LOSS OF GOODWILL

IN NO EVENT SHALL PAYCOMP'S TOTAL LIABILITY EXCEED THE AMOUNTS PAID BY CUSTOMER TO PAYCOMP DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

Some jurisdictions may not allow certain limitations, so portions of this section may not apply.

17. Indemnification

You agree to defend, indemnify, and hold harmless PayComp and its officers, employees, affiliates, and licensors from claims, damages, liabilities, and expenses arising from:

• Your use of the Services
• Violation of these Terms
• Violation of applicable law
• Infringement of third-party rights
• Customer Data submitted through the Services

18. Termination

PayComp may suspend or terminate access to the Services:

• For violations of these Terms
• For security concerns
• For unlawful activity
• For non-payment
• To comply with legal obligations

Upon termination:

• Access rights cease
• Certain data may be deleted pursuant to retention policies
• Provisions intended to survive termination remain effective

19. Governing Law

These Terms shall be governed by and construed under the laws of the United States and the State designated in the applicable customer agreement, without regard to conflict of law principles.

Any disputes shall be resolved in the appropriate state or federal courts located within the applicable governing jurisdiction.

20. Export Compliance

Users agree not to use or export the Services in violation of applicable United States export control laws or sanctions regulations.

21. Changes to Terms

PayComp may update these Terms periodically.

Updated Terms will be posted with a revised effective date. Continued use of the Services after changes become effective constitutes acceptance of the revised Terms.

22. Contact Information

For legal, compliance, or contractual inquiries, contact: