Terms of Service Agreement

This Terms of Service Agreement (the “Agreement”) is made and entered into by and between you and Salarium Pte Ltd., a Singapore corporation doing business as Salarium ( “Salarium”). This Agreement contains the terms and conditions that govern the use of, and the terms and conditions upon which Salarium will provide to you certain payroll, human resources and other related services through our website (collectively, the “Service”).

You are required to indicate your acceptance of the terms and conditions below in order to access and use the Service. By accessing or using the Service, you are consenting to be bound by the terms of this Agreement.

This Agreement is applicable to all persons who use or access the Service, in their company’s capacity or on an individual capacity, including authorized users representing the employer, its employees or other persons using or accessing the Service (collectively, “Users”). If you are agreeing to these terms on behalf of a business, you represent and warrant that you have authority to bind that business to this Agreement, and your agreement to these terms will be treated as the agreement of the business. In that event, “you” and “your” refer to that business.

1. Service

As long as you meet your payment or promotion obligations and comply with the terms this Agreement, Salarium will provide you the Service for the purpose of timekeeping, calculating payroll and its associated liabilities for your business, and making related payroll and tax payments, or for human resource management, for the period of time provided in your ordering and activation terms. You may not use the Service on a professional basis for anyone other than you.

Depending on the type of Service you request, you may need to agree to additional terms and conditions and complete and sign additional forms or authorizations that Salarium provides to you as required by law or otherwise necessary to provide the Service.

You give Salarium permission to obtain, verify, and record information that identifies the individual who opens an account or accesses the Service. Salarium may ask for your name, address, date of birth, tax identification number and other information that will allow us to identify you. We may also ask to see your driver’s license or other identifying documents. You consent to and authorize Salarium at any time to obtain credit and information reports about you and/or your business, and to report adverse credit information about you and/or your business, to others, including the Bureau Internal Revenue and any applicable taxing authorities. Salarium may, at its discretion, decline to offer the Service to you for any reason, including in the event that the enrollment process is not satisfactorily completed, Salarium is unable to verify satisfactory credit of you and/or your principals and/or for other lawful business reasons.

Prior to your initial payroll disbursement date using Salarium, you must submit the completed and executed documents Salarium requires for providing the Service, including your payroll and company information, any required service agreements with 3rdrd parties, powers of attorney, and any additional information requested by Salarium. The Service provided will be based and is dependent upon information provided to Salarium by User (including proof of tax identification numbers). In performing the Service, you acknowledge and agree that Salarium is not acting in a fiduciary capacity for you and/or your business and using the Service does not relieve you of your obligations under national laws or regulations to retain records relating to your data contained in Salarium’s files.

The Service does not include obtaining access to the Internet for connecting to the Service. You acknowledge that the operation and availability of the communications systems used for accessing and interacting with the Service or to transmit information to the taxing authorities can be unpredictable and may, from time to time, interfere with or prevent access to the Service or its operation. Salarium is not in any way responsible for any such interference with or prevention of your use of or access to the Service. In such cases, you must contact customer support by other means for instructions on how to calculate paychecks for your employees and make tax payments and filings. You will, at your own cost and expense, obtain, install and, at all times during its utilization of the Service, maintain in good working order all software, hardware and other equipment necessary for you to perform in accordance with this Agreement. In the event of any failure of such software, hardware or other equipment, you will deliver to Salarium all data which you would otherwise have provided that is necessary for Salarium to perform Salarium’s obligations in connection with the Services.

You agree not to: (i) use the Service other than as authorized in this Agreement; (ii) use any device, software, or routine that interferes with any application, function, or use of the Service, or is intended to damage, detrimentally interfere with, surreptitiously intercept, or expropriate any system, data, or communication; (iii) resell, sublicense, time-share, or otherwise share the Service with any third party; (iv) frame or mirror the Service; (v) decompile, disassemble or reverse-engineer the underlying software or application that is part of the Service or otherwise attempt to derive its source code; (vi) use the Service either directly or indirectly to support any activity that is illegal; (vi) access the Service for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes; or (vii) authorize any third parties to do any of the above.

2. Third Party Service

Through the Service, you’ll be able to elect to receive services from partners of Salarium (each such service, a “Third Party Service”, and each such partner, a “Partner”). Salarium is not responsible for Third Party Services or any material, information or results available through Third Party Services and the applicable Partners may require you to agree to terms and conditions or agreements with respect to their provision of the Third Party Services to you. You are solely responsible for, and assume all risk arising from, your election and receipt of any Third Party Service. If you elect to receive a Third Party Service, you authorize Salarium to submit to the applicable Partner any and all documents and information about you, your business and your business’ employees, necessary for such Partner to provide the Third Party Service to you, including without limitation your Payroll Information, bank account information, your employees bank account information, any required powers of attorney, and any additional information, such as the personal information of your employees, requested by such Partner that you have provided to Salarium in connection with this Agreement and your receipt of the Service (collectively, the “Shared Information”). You are responsible for the accuracy of all Shared Information you provide to us and approve to be submitted to Partners. You represent and warrant that you have all the rights in and to any Shared Information necessary to provide Shared Information to Salarium, and that Salarium’s use of Shared Information as contemplated hereunder will not violate any rights of privacy or other proprietary rights, or any applicable local, state or federal laws, regulations, orders or rules. You agree that by electing to receive a Third Party Service, and consenting and authorizing Salarium to submit your Shared Information to a Partner, you have waived and released any claim against Salarium arising out of a Partner’s use of your Shared Information. In no event will Salarium be liable to you or any third party for any direct, indirect, consequential, special, or punitive loss or damages regardless of whether such damages are based on contract, tort (including negligence), strict liability, or any other theory or form of action or whether Salarium knew or should have known of the likelihood of such damages in any circumstances, arising out of or related to a Partner’s use of your Shared Information.

3. Payroll Account

You will designate and authorize either yourself and/or one or more individual users of the Service with authority to act on your behalf and to bind you and/or your business (each a “Payroll Administrator”), who may access the Service by entering a confidential user ID and password created by following the instructions provided via the Service and which will entitle them, depending on their designation and permissions given, to have authority to access, review, modify and/or provide approvals on your behalf. The Payroll Administrator will approve and submit the Payroll Information thereby authorizing Salarium to create and transmit credit or debit entries ( “Entries”) necessary to process your payroll and payroll tax transactions.

You will, and will cause your authorized users to, take reasonable steps to maintain the confidentiality of the authorization procedures and the user IDs and passwords and related instructions provided by Salarium. If you believe or suspect that any such user IDs and passwords or related instructions have been known or accessed by unauthorized persons, you will immediately notify Salarium in a manner affording Salarium a reasonable opportunity to act on the information, and you acknowledge that failure to immediately notify Salarium could result in loss of funds and unauthorized access to confidential information concerning you and your employees. Salarium reserves the right to prevent access to the Service should Salarium have reason to believe the confidentiality of the security procedure or the confidentiality of the user IDs and passwords have been compromised. You are responsible for any actions taken on the Service by your Payroll Administrator and/or any other authorized users, and for any transactions resulting from your failure to maintain the confidentiality of your account. You agree that the provision of a user ID and password by you, your Payroll Administrator and/or any other authorized users, will have the same effect as providing a written signature authorizing electronic payments, filings and other actions on the Service.

4. Payroll Information

Salarium will notify you via electronic communication or by other means when all data necessary to begin the Service has been received and the enrollment process has been completed. You shall then review for completeness and accuracy the Payroll Information. For purposes of this Agreement, “Payroll Information” shall mean all information posted for your review on the Service such as, the information used to calculate and pay employee payroll, track your defined employee benefits, calculate taxes to applicable taxing agencies in compliance with the laws and regulations of such taxing agencies, produce payroll tax returns and (if applicable). You must correct incorrect or missing Payroll Information, either by itself or by notifying Salarium in the manner specified in the electronic communication and within the time period specified therein. You are fully responsible for the accuracy of all information you provide, submit and/or approve, including, without limitation any tax or other penalties and/or interest arising therefrom.

You agree that by submitting each payroll (including the first payroll): (i) you have approved all Payroll Information, (ii) you have represented and warranted to Salarium that no Payroll Information submitted to Salarium will result in Entries that would violate the sanctions program of the Office of Foreign Assets Control of the U.S. Treasury or any other applicable laws or regulations, (iii) you have waived and released any claim against Salarium arising out of any errors in the Payroll Information which you have not yourself corrected or have not requested Salarium to correct, and (iv) any subsequent request for corrections will be considered special handling and additional fees may be charged. Final audit responsibility rests with you. Salarium will not have any responsibility for verifying the accuracy of any data you provide or directly input via the Service or any other method.

Salarium may permit, but shall not be obligated to permit your Payroll Administrator or other a designated representative to communicate with Salarium by electronic mail or other means about the Service. You acknowledge that any such electronic mail communication or other means of communication will be made available for your benefit and convenience, that any Payroll Information, Entries or other instructions communicated to Salarium will be deemed to have been fully authorized by you and you shall be fully responsible for the accuracy of such information including, without limitation, any tax or other penalties and/or interest arising therefrom; and that, notwithstanding such deemed authorization, Salarium may in its sole discretion refuse to accept or act upon any such instructions.

Salarium, its employees and agents will hold in strict confidence all data furnished by you or produced by Salarium under this Agreement; provided, however, that such parties will not be held liable if such data is released through other sources, or if Salarium, its employees and agents release the data because of a reasonable belief that you have consented to such disclosure.

5. Taxes; Liability

In order to use the Service, you must submit accurate wage and payroll information to Salarium during the enrollment process. Salarium will not be liable for any penalty, interest or other liability that results from inaccurate or incomplete information you supply. You shall timely and accurately update all wage and payroll information as necessary to reflect changes and respond with additional information requested from time to time by Salarium. It is your responsibility to submit complete and accurate information to Salarium in connection with the Service. Any penalty or interest incurred due to inaccurate information provided by you will be your sole responsibility. You further agree to hold Salarium harmless from such liability.

You are responsible for: (i) depositing any withholding liabilities incurred to date (before the payroll processing with Salarium); (ii) submitting any payroll returns to tax agencies (state, federal, and/or local) that are now due; and (iii) cancelling any prior payroll service or leasing agency.

6. Services Fees and Charges

You agree to pay the fees for the Service in accordance with applicable fee schedule. You agree to reimburse Salarium for any sales, use and similar taxes arising from the provision of the Service that any federal, state or local governments may impose. Salarium may charge additional fees for exceptions processing, setup and other special services. Salarium reserves the right to change the schedule of fees from time to time. You will be notified of any change in fees at least 30 days in advance of the effective date. If a fee increase or change to this Agreement is not acceptable, you may cancel the Service as provided herein prior to the time when it takes effect. Your continued use of the Service constitutes your agreement to those changes. If Salarium is unable to collect fees due because of insufficient funds in your Charge Account or for any other reason, you must pay the amount due immediately upon demand, plus any applicable exceptions processing fees, bank fees or charges for return items, plus interest at the lesser of 18% annually or the maximum allowed by law, plus attorney’s fees and other costs of collection as allowed by law. In addition, Salarium may suspend the Service or terminate this Agreement and avail itself of any other available remedy. Salarium also reserves the right to make any appropriate reports to credit reporting agencies, financial institutions, tax agencies and law enforcement authorities, and cooperate with them in any resulting investigation or prosecution.

7. Proprietary Rights

Salarium owns all worldwide right, title and interest in and to the Service and the website, applications and software platform that Salarium uses to provide the Service ( “Salarium IP”). This Agreement does not convey any proprietary interest in or to any Salarium IP or rights of entitlement to the use thereof except as expressly set forth herein. You acknowledge and agree that the fees paid pursuant to this Agreement apply only to the use of the Service by you. Any feedback, comments and suggestions you may provide for improvements to the Service ( “Feedback”) is given entirely voluntary and Salarium will be free to use, disclose, reproduce, license or otherwise distribute, and exploit such Feedback as it sees fit, entirely without obligation or restriction of any kind.

8. Disclaimer

Your use of the Service is entirely at your own risk. Salarium is not in the business of providing legal, tax, financial, accounting, employment, or other professional services or advice. You should consult a professional trained in those areas if you need such assistance. The Service is provided “AS IS” and on an “AS AVAILABLE” basis. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SALARIUM DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, DATA LOSS, NON-INFRINGEMENT, OR THE ACCURACY, RELIABILITY, QUALITY OF ANY INFORMATION OR CONTENT IN OR LINKED TO THE SERVICE. SALARIUM DOES NOT WARRANT THAT THE SERVICE WILL BE COMPLETELY SECURE, FREE FROM BUGS, VIRUSES, INTERRUPTION, ERRORS, THEFT OR DESTRUCTION. If the exclusions for any implied warranties do not apply to you, any implied warranties are limited to 60 days from the date of delivery of the Service.

9. Term; Termination

The Service will continue until such time as you or Salarium gives 30 days’ prior written notice (which may be given by email or through a notice in your account), unless termination is for cause. Salarium may terminate or temporarily suspend your access to the Service in the event that: (i) you breach any material provision of this Agreement that, (if it is capable of being cured) is not cured within 10 days from notice to you (5 days in the case of non-payment); or (ii) Salarium determines that your actions are likely to cause legal liability for Salarium or that you have misrepresented any data or information required by Salarium in connection with the Service or at any other time. Salarium may immediately terminate this Agreement without notice to you if you file, or have filed against you, a petition under the U.S. Bankruptcy Code or a similar law. The termination of the Service or this Agreement will not affect your or Salarium’s rights with respect to transactions which occurred before termination. Upon any termination of the Service, your right to access and use the Service will automatically terminate, and you may not continue to access or use the Service. Salarium will have no liability for any costs, losses, damages, or liabilities arising out of or related to Salarium’s termination of this Agreement. Sections 6 through 18 will survive and remain in effect even if the Agreement is terminated, cancelled or rescinded.

10. Indemnity; Limitation of Liability

You agree to indemnify, defend and hold Salarium and its agents, contractors, services providers and affiliates (each, an “Indemnified Party”), harmless against all liabilities, claims, demands, damages, losses, fines, judgments, disputes, costs, charges and expenses (including, without limitation, reasonable attorneys’ fees incurred in connection with such claims) made by you or others resulting from, arising out of or related to (i) any acts or omissions by you, your Payroll Administrator and/or any other authorized users, or (ii) Salarium’s or any other Indemnified Party’s use of or reliance on information and data furnished by you or resulting from activities that Salarium or any other Indemnified Party undertakes at your request, or at the request of anyone Salarium or any other Indemnified Party believes in good faith to be your authorized agent, in providing the Service or otherwise in connection with this Agreement. In no event will Salarium’s or any other Indemnified Party’s liability for any act or omission relating to the Service exceed the total charge for services provided for the six (6) month period immediately preceding such act or omission by Salarium. IN NO EVENT WILL SALARIUM OR ANY OTHER INDEMNIFIED PARTY HAVE LIABILITY FOR ANY CONSEQUENTIAL, SPECIAL, PUNITIVE OR INDIRECT LOSS OR DAMAGES REGARDLESS OF WHETHER SUCH DAMAGES ARE BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER THEORY OR FORM OF ACTION OR WHETHER SALARIUM OR ANY OTHER INDEMNIFIED PARTY KNEW OR SHOULD HAVE KNOWN OF THE LIKELIHOOD OF SUCH DAMAGES IN ANY CIRCUMSTANCES.

11. Governing Law

This Agreement shall be interpreted and construed in accordance with the laws of the jurisdiction of Singapore, without regard to the conflicts of laws principles thereof. You irrevocably submit (for yourself and in respect of your property and business) to the jurisdiction of any state or federal court sitting in Singapore, in any action or proceeding arising out of, or relating to, this Agreement and acknowledge and agree that all claims in respect of the action or proceeding may be heard and determined in any such court. You also agree not to bring any action or proceeding arising out of, or relating to, this Agreement in any other court. You waive any defense of inconvenient forum to the maintenance of any action or proceeding so brought.

12. Changes to the Service

Salarium reserves the right to change the terms, conditions, and services at any time, which will be effective when posted on the Service or when you are notified by other means. Salarium will try to, but is not obligated to, provide thirty (30) days prior notice of any such material change. If you do not wish to be bound by such change, you may discontinue using and terminate the Service before the change becomes effective. Your continued use of the Service after the change becomes effective, indicates your agreement to the change.

13. General

This Agreement constitutes the entire agreement between Salarium and you regarding the Service and replaces all prior understandings, communications and agreements, oral or written, regarding its subject matter. This Agreement may be modified only by a written amendment signed by the parties or as otherwise provided herein. If any court of law, having the jurisdiction, rules that any part of this Agreement is invalid, that section will be removed without affecting the remainder of the Agreement. The remaining terms will be valid and enforceable. You may not assign this Agreement without the prior written consent of Salarium. The provisions of this Agreement shall inure to the benefit of, and be binding upon, the parties and their respective successors and permitted assigns.

14. Electronic Transmission

This Agreement, and any amendments hereto, by whatever means accepted, shall be treated in all manner and respects as an original contract and shall be considered to have the same binding legal effect as if it were an original signed version thereof delivered in person. Neither party hereto shall argue that a contract was not formed hereunder based on either (i) the use of electronic means to deliver a signature or to indicate acceptance of this Agreement or (ii) the fact that any signature or acceptance of this Agreement was transmitted or communicated through electronic means; and each party forever waives any related defense.