This Agreement governs the use of the payroll processing and related services offered by Clearworks to you, the business entity or individual. By accessing or using the Services, you agree to be bound by the terms and conditions set forth in this Agreement.

1. Services
   • Clearworks will process payroll for Clients employees in accordance with Clients instructions and applicable laws.
   • Services may include calculating wages, withholding taxes, generating pay stubs, and direct deposit of funds to employees.
   • Clearworks may offer additional services such as tax filing, benefits administration, and reporting.
2. Client Responsibilities
   • Client is responsible for providing Clearworks with accurate and timely employee data, including hours worked, wages earned, and tax withholding information.
   • Client agrees to comply with all applicable labor laws and regulations.
   • Client is responsible for reviewing and approving all payroll data before submission.
   • Client agrees to pay Clearworks fees for the Services in accordance with the agreed-upon schedule.
3. Data Security and Privacy
   • Clearworks will take reasonable measures to protect the confidentiality and security of Clients data.
   • Client agrees to comply with all applicable data privacy laws and regulations.
4. Limitations of Liability
   • Clearworks will not be liable for any damages arising from Clients failure to provide accurate or timely information.
   • Clearworks liability for any other claim will be limited to the amount paid by Client for the Services during the preceding three months.
5. Term and Termination
   • This Agreement will commence on the Effective Date (the date Client first accesses the Services) and will continue until terminated by either party upon written notice.
   • Clearworks may terminate this Agreement for cause, such as Clients failure to pay fees or comply with these terms.
6. Entire Agreement

   This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous communications, representations, or agreements.

7. Governing Law

   This Agreement will be governed by and construed in accordance with the laws of the State of [State Name].

8. Dispute Resolution

   Any dispute arising out of or relating to this Agreement will be settled by [dispute resolution method, e.g., binding arbitration] in accordance with the rules of [dispute resolution provider, e.g., American Arbitration Association].

9. Amendments

   Clearworks may amend these terms and conditions at any time by posting the amended terms on its website. Clients continued use of the Services after the amended terms are posted will constitute Clients acceptance of the amendments.

10. Severability

    If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall remain in full force and effect.

11. Notices

    All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given when delivered personally, sent by certified or registered mail, return receipt requested, postage prepaid, or sent by overnight courier to the addresses set forth below.

12. Waiver

    No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any subsequent breach or default.

13. Force Majeure

    Neither party shall be liable for any delay or failure to perform its obligations hereunder due to causes beyond its reasonable control, including, but not limited to, acts of God, war, terrorism, strikes, or natural disasters.

14. Assignment

    This Agreement may not be assigned by Client without the prior written consent of Clearworks.

BY ACCESSING OR USING THE SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT.