Terms of Service

Last Modified: April 26, 2024

1. Introduction

Please read these Terms of Service (“Terms”) fully and carefully before using North Star Payroll’s website (the “Site”) and the services, features, content, or applications offered by North Star Payroll (“we”, “us”, or “our”) (together with the Site, the “Services”). These Terms of Service set forth the legally binding terms and conditions for your use of the Site and the Services.

2. Acceptance of Terms

By using the Services in any manner, including but not limited to visiting or browsing the Site, you agree to these Terms of Service and all other operating rules, policies, and procedures that may be published from time to time on the Site by us, each of which is incorporated by reference and each of which may be updated from time to time without notice to you.

3. Content

a. Definition. For purposes of these Terms of Service, the term “Content” includes, without limitation, information, data, text, photographs, videos, generated, provided, or otherwise made available on or through the Services.

b. Intellectual Property Rights. Other than content you own, which you may have opted to include on this Website, under these Terms, we own all rights to the intellectual property and material contained in this Website, and all such rights are reserved.

c. Use License. Subject to these Terms of Service, we grant each user of the Services a worldwide, non-exclusive, non-sublicensable, and non-transferable license to use (i.e., to download and display locally) Content solely for purposes of using the Services. Use, reproduction, modification, distribution, or storage of any Content for other than purposes of using the Services is expressly prohibited without prior written permission from us. You shall not sell, license, rent, or otherwise use or exploit any Content for commercial use or in any way that violates any third-party right.

4. Rules of Conduct

As a condition of use, you represent, warrant, and covenant not to use the Services for any purpose that is prohibited by these Terms of Service or applicable laws, rules, and regulations applicable to you. You are responsible for all of your activity in connection with the Services.

You will use the Site or links to other Sites from the Site (the “Linked Sites”) in accordance with all applicable laws. You will not: (i) attempt to gain unauthorized access to the Site, or computer systems or networks connected to the Site, through hacking, password or data mining, or any other means to circumvent security procedure; (ii) use the Site in any manner that could damage, disable, overburden, or impair the Site or interfere with any other party’s use and enjoyment of the Site; (iii) use any device, software or routine to interfere or attempt to interfere with the proper working of the Site; (iv) use the Site to execute denial of service attacks or data scraping activity; or (v) use the Site to generate unsolicited email advertisements or spam.

5. Third-Party Services

North Star Payroll may permit you to link to other websites, services, or resources on the Internet, and other websites, services, or resources may contain links to the Services. When you access third-party resources on the Internet, you do so at your own risk. These other resources are not under our control, and you acknowledge that we are not responsible or liable for the content, functions, accuracy, legality, appropriateness, or any other aspect of such websites or resources. The inclusion of any such link does not imply our endorsement or any association between us and their operators. You further acknowledge and agree that we 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 the use of or reliance on any such content, goods, or services available on or through any such website or resource.

6. Termination

We may terminate your access to all or any part of the Services at any time, with or without cause, with or without notice, effective immediately. All provisions of these Terms of Service which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity, and limitations of liability.

7. Warranty Disclaimer

a. You release us from all liability for you having acquired or not acquired Content through the Services. We make no representations concerning any Content contained in or accessed through the Services, and we will not be responsible or liable for the accuracy, copyright compliance, or legality of material or Content contained in or accessed through the Services.

b. The Services and content are provided “AS IS,” “AS AVAILABLE” and without warranty of any kind, express or implied, including but not limited to, the implied warranties of title, non-infringement, merchantability, and fitness for a particular purpose, and any warranties implied by any course of performance or usage of trade, all of which are expressly disclaimed. We, and our directors, employees, agents, suppliers, partners, and content providers do not warrant that:

(i) THE SERVICES WILL BE SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION;

(ii) ANY DEFECTS OR ERRORS WILL BE CORRECTED;

(iii) ANY CONTENT AVAILABLE AT OR THROUGH THE SERVICES IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR

(iv) THE RESULTS OF USING THE SERVICES WILL MEET YOUR REQUIREMENTS.

8. Limitation of Liability

In no event shall we, nor our directors, employees, agents, partners, suppliers, or content providers, be liable under contract, tort, strict liability, negligence, or any other legal or equitable theory with respect to the services for any:

(i) LOST PROFITS, DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, COMPENSATORY, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, SUBSTITUTE GOODS OR SERVICES (HOWEVER ARISING);

(ii) BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION); OR

(iii) DIRECT DAMAGES IN EXCESS OF $50.00.

9. Governing Law and Jurisdiction

These Terms of Service shall be governed by and construed in accordance with the laws of the Province of Newfoundland and Labrador, including its conflicts of law rules. You agree that any dispute arising from or relating to the subject matter of these Terms of Service shall be governed by the exclusive jurisdiction and venue of the Province of Newfoundland and Labrador.

10. Miscellaneous

a. Modification. We reserve the right, in our sole discretion, to modify or replace any of these Terms of Service, or change, suspend, or discontinue the Services at any time. Your continued use of the Services following notification of any changes to these Terms of Service constitutes acceptance of those changes.

b. Entire Agreement and Severability. These Terms of Service are the entire agreement between you and us with respect to the Services, including use of the Site, and supersede all prior or contemporaneous communications and proposals (whether oral, written, or electronic) between you and us with respect to the Services. If any provision of these Terms of Service is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that these Terms of Service will otherwise remain in full force and effect and enforceable. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder.

c. Force Majeure. We shall not be liable for any failure to perform our obligations hereunder where such failure results from any cause beyond our reasonable control, including, without limitation, mechanical, electronic, or communications failure or degradation.

d. Assignment. These Terms of Service are personal to you and are not assignable, transferable, or sublicensable by you except with our prior written consent. We may assign, transfer, or delegate any of our rights and obligations hereunder without consent.