Global Payroll Terms of Use

Global Payroll Terms of Use

1. Introduction

1. The Oyster Global Payroll Product and related services are provided by Oyster HR, Inc., a Delaware public benefit corporation (“Oyster”), owning and operating a human resource consultancy platform located at http://app.oysterhr.com (“Platform”).

2. By subscribing to, and accessing, the Oyster Global Payroll product and related services, You agree to the Global Payroll Terms of Use (“Payroll Terms”), together with the Oyster Terms and Conditions (“Terms”) which set out the parties’ rights and responsibilities with respect to their actions in the Platform and payroll services available via the Platform. By creating an account in the Platform, You include Oyster’s Website Privacy Notice, Payroll Team Member Privacy Notice, Website Terms of Use, Data Processing Addendum, and any Additional Documents (collectively, “Agreement”).

1. For clarity, the related terms are incorporated into Your use of Global Payroll and will be interpreted with the following order of precedence:

1. Payroll Terms;

2. Terms;

 

3. Data Processing Addendum;

4. Payroll Team Member Privacy Notice;

5. Website Terms of Use; and

6. Website Privacy Notice.

        

The terms set out in any Additional Documents will supersede or add to the parties’ Agreement only as set forth in the Additional Document.        

3. Capitalized words have the same meaning as provided in the Terms unless defined otherwise in the Payroll Terms.

4. Pursuant to Your acceptance, compliance with, and payment of associated fees required pursuant to the Payroll Terms, Oyster will grant you access to payroll Platform and services available via the Platform (“Global Payroll”).

5. Your electronic acceptance of the Payroll Terms and any other action taken in the Platform will have the same binding legal effect as if it were a physical signature, delivered in person. The Website Terms of Use and Privacy Policy apply to Your use of the Website.

6. You represent and warrant that You have authority to bind Customer to the Payroll Terms.

7. By (i) taking any action to subscribe to Global Payroll, (ii) accept the Payroll Terms, and (iii) access or use Global Payroll, You agree to be bound by, and comply with, the Agreement, inclusive of the Payroll Terms effective as of the date of such action.

8. YOU ARE RESPONSIBLE FOR READING AND UNDERSTANDING EACH AND EVERY PROVISION OF THE PAYROLL TERMS, THE TERMS, AND THE RELATED LINKED TERMS AS THEY FORM THE BASIS OF THE PARTIES’ CONTRACTUAL RELATIONSHIP.

9. BY CREATING A CUSTOMER ACCOUNT, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THESE TERMS AS THEY APPLY TO THE PLATFORM AND THE SERVICES. 

2. Definitions.

10. An Entry or Entries is or are Payroll Information, inclusive of any ACH credit or debit entries provided by a third party Payment Processor, submitted in the Platform by You authorizing Oyster to provide data to Payment Processor, on the basis of which Payment Processor will create and transmit credit or debit entries in Your account, or at Your financial institution. Only a Customer can submit an Entry on the Platform for Global Payroll.

11. Global Payroll is a proprietary payroll services and processing Platform providing consultative support to Customers seeking to calculate and remit payments to a global workforce compliantly.

12. Global Payroll Team Member is an employee of Customer entitled to payment for their work on behalf of Customer with payments made arising out of the payroll calculations and payroll processing made available by Oyster via Global Payroll.

13. Payroll Information is any information provided to Oyster in connection with Global Payroll, including but not limited to information provided by You, Your Administrators, Your authorized representatives, Your employees, or Your independent contractors, and all information posted in connection with Global Payroll for Your review on the Platform or otherwise requested for review by Oyster, such as the information used to calculate and pay employee payroll, track Your defined employee benefits, pay payroll taxes to applicable taxing agencies, produce payroll tax returns and wage statements, and any other information applicable for Oyster perform its obligations under these Payroll Terms.

14. Payment Order an instruction to approve, release, cancel, or amend the Payroll Information used to create Entries such as ACH credit or debit entries, originated or triggered by Oyster in order for a third party to remit payment.

14. Payment Processor means Nium, Inc., a Delaware corporation, any related or affiliated company of Nium, Inc., or another third-party payment processor identified by Oyster to you. Payment Processor is a third party acting as a principal and not as an agent of Oyster. Payment Processor is not an affiliate of Oyster.

14. Settlement Account means a bank account in the name of the Payment Processor at [Community Federal Savings Bank in Woodhaven, NY]. The Payment Processor is the sole legal owner of the Settlement Account. See Section 10.1.2. below.

3. Global Payroll. 

15. If You are subscribed to Global Payroll, Oyster will provide You with Global Payroll to:

2. prepare payroll for Your business based solely on information submitted via the Platform or by any other means requested by Oyster, provided that Global Payroll does not include calculation of outside of, or incidental to, employment;

3. provide country-specific payroll processes for each individual country where You subscribe to Global Payroll and its related services;  

4. calculate employer and employee taxes specifically with respect to income tax deductions, required social contributions, required statutory payments such as sick pay or parental leave, and required pension contributions solely as required under applicable law;

5. process payroll;

5. engage a third-party Payment Processor to make payroll payments and certain payroll tax payments only in in countries where Oyster supports remitting payments as indicated by Oyster on the Platform or via other electronic means;

6. make certain payroll tax payments and payroll tax filings electronically only in countries where Oyster supports remitting payments as indicated by Oyster on the Platform or via other electronic means;

7. if applicable, send wage garnishments to an applicable regulatory agency in accordance with applicable local law.

16. In performing Global Payroll, Oyster will rely on the information furnished by You, Your Administrators, or Your authorized representatives.

17. Oyster is not responsible or liable for any errors resulting from relying on information submitted in the Platform or by any other means requested or provided by Oyster as You agree to be bound by Your conduct in the Platform.

18. You may not use Global Payroll on a professional basis for anyone other than the legal entity indicated in the Platform, which is referred to as Customer under the Terms.

19. You may need to agree to additional terms and conditions and complete and sign additional forms or authorizations from Oyster, as required by law or as otherwise necessary to provide Global Payroll. You will review and agree to any additional terms Oyster deems necessary in order to deliver Global Payroll in accordance with applicable law.

20. Before Your initial payroll processing date, You agree to submit any completed and executed documents required or requested by Oyster, or a third party, for providing Global Payroll, including Your payroll and bank account information, Your employees’ bank account information, and any required powers of attorney or evidence demonstrating or proving one’s  authority to act on behalf of Customer or individual payees, and any additional information requested by Oyster.

21. Delivery of Global Payroll depends on the information provided to Oyster by User (including proof of applicable identification numbers).

22. Your failure to provide the required documents may adversely impact Oyster’s ability to perform Global Payroll.

23. You are responsible for:

8. satisfying all past tax obligation before subscribing in Global Payroll;

9. submitting any payroll returns to tax agencies that were due for payroll tax liabilities incurred before subscribing to Global Payroll via the Platform;

10. cancelling any prior payroll service or services of professional employee organizations, employee leasing companies, or any other third-party service providers whose service may conflict with Oyster fulfilling our obligations as set out in these Payroll Terms to render Global Payroll unless specifically approved by Oyster; and 

11. maintaining a balance in your bank account sufficient to fund Entries prepared by Payment Processor via Global Payroll to facilitate timely payments via the required payment method set forth in these Payroll Terms. Any failure to maintain a sufficient account balance by you for fund an Entry relieves Oyster and any third party of its performance obligations under these Payroll Terms.

12. You acknowledge and agree that:

9. You are the employer of the Global Payroll Team Member and will provide sufficient information and documentation required by Oyster to verify the employment relationship between You and the Global Payroll Team Member for purposes of Oyster performing its obligations under the Payroll Terms;

9. Oyster, its employees, and agents will only collect, use, and disclose data furnished by User or produced by Oyster under this Agreement in accordance with Oyster’s Website Privacy Notice, Payroll Team Member Privacy Notice, and applicable Data Processing Addendum.

10. You are, and will be, responsible by a taxing authority for the timely filing of applicable tax returns and the timely payment of employment taxes for Your employees.

11. Oyster is not acting in a fiduciary capacity for You or Your business;

12. Oyster is not insured by the Federal Deposit Insurance Corporation and any such funds transferred by You to a Settlement Account are not insured by Oyster.

13. You will comply with applicable laws or regulations to retain records relating to Your data contained in Oyster’s files.

14. Any information provided related to Global Payroll is for informational purposes only and will not be construed as legal, tax, or accounting advice.

15. Oyster is not a payment processor or payment services provider, and is not remitting payments to payees via the Platform as all payment processing is performed by the Payment Processor.

16. The Payment Processor is solely responsible for settling funds and payments from you to your employees, to tax authorities or to other payees.

17. Funds transferred by you for payments are deposited in the Payment Processor’s Settlement Account and will be held in the Settlement Account until such time as those payments are due to Your employees and/or independent contractors and the appropriate taxing agencies, and no interest will be paid to you on such funds.

18. The Payment Processor has sole ownership and control over the Settlement Account and funds in the Settlement Account.

19. Oyster does not actually or constructively receive, take possession of, or hold any funds on behalf of you or your employees.

20. Oyster disclaims any legal, equitable or other beneficial entitlement, interest, or other claim to the Settlement Account or any portion of the funds deposited in the Settlement Account for purposes of delivering Global Payroll via the Platform.

21. Funds transferred to the Settlement Account are not insured by the Federal Deposit Insurance Corporation and in the event that the Payment Processor becomes insolvent, you may suffer a loss of funds transferred to the Settlement Account and Oyster will not be held responsible for any such loss.

22. You acknowledge that no regulatory authority monitors or assumes any responsibility for Oyster’s financial solvency.

23. Oyster bears no responsibility and has no independent obligation to create and transmit Entries without Your direction and approval as indicated in the Platform.

24. Payroll taxes are calculated in accordance with local law.

25. You are responsible for any Claims, including any penalties and interest, or Liabilities arising from the failure to timely provide and maintain accurate and complete Payroll Information at all times.

26. You waive and release any Claim against Oyster arising out of any errors or omissions in the Payroll Information which You have not corrected or have not requested Oyster to correct to the fullest extent allowed under applicable law.

27. Oyster will not have any responsibility for verifying the accuracy of any data You provide via the Platform or via any other method.

28. You acknowledge that You have had an opportunity to review, and agree to comply with, and be bound by, all applicable rules and regulations for Your Transactions and Entries.

29. You acknowledge Oyster may temporarily or permanently suspend Your access to Global Payroll, without liability, if Oyster has reason to believe that You have breached the Payroll Terms.

30. You acknowledge that You are the originator of each Entry and assume the responsibilities of an originator under applicable law.

31. Oyster may change or update these Payment Terms in its sole discretion with notice to You. Your continued access to Global Payroll after receipt of notice constitutes Your acceptance of any changes.

32. Oyster will not be liable for any costs, expenses, damages, liabilities or claims, including reasonable attorneys’ fees (collectively, "Losses") that you may incur resulting from Oyster’s action or inaction in connection with the Agreement, except for those Losses arising out of Oyster's own gross negligence, wilful misconduct or fraud. In no event will Oyster be responsible for (i) the acts or omissions or credit risk, insolvency or bankruptcy of any third party, including, without limitation, the Payment Processor, (ii) your decision to use the Payment Processor to make payments to your employees, to tax authorities or to other payees; or (iii) any payment processing services provided by the Payment Processor. No provision of the Agreement shall require Oyster to risk its own funds or otherwise incur any financial liability in the performance of any of its duties under the Agreement.

4. Obligations.

24. Platform Conduct. 

13. You will:

13. submit all requested Global Payroll information in the Platform or via any other means requested by Oyster;

14. be responsible for actions taken by You in the Platform;

15. ensure that a Global Payroll Team Member creates an account in the Platform and includes all information required by Oyster to deliver Global Payroll;

16. follow instructions that Oyster provides You with respect to Global Payroll;

17. provide accurate, timely, and complete information required for Oyster to perform Global Payroll and maintain the accuracy and completeness of such information;

18. notify Oyster of third-party notices, such as any penalty notices, which could affect Oyster’s ability to provide Global Payroll or which could increase the likelihood that a claim is brought against You or Oyster in connection with Global Payroll; and

19. refrain from taking certain prohibited actions as described in these Payroll Terms and the Oyster Terms.

20. be bound by all additional representations, warranties, covenants, disclaimers, limitations on liability, agreements, and indemnities contained in the Terms.

14. Oyster will:

21. use reasonable efforts to provide You with Global Payroll in accordance with the Payroll Terms, conditioned on Your performance of all obligations under these Payroll Terms, including but not limited to providing Oyster with accurate, timely information to deliver Global Payroll.

25. Global Payroll Account and Information.

15. Oyster will:

22. confirm via notice in the Platform when Oyster has received all information necessary, including receipt of payment, to initiate Global Payroll and related services;

16. You will:

23. submit accurate wage and payroll information to Oyster during and after the enrollment process;

24. update all wage and Payroll Information as necessary to reflect changes and respond with additional information, as may be requested from time to time by Oyster;

25. ensure You, an administrator(s), or any individual acting on behalf of a Customer in the Platform, approve and submit Entries necessary to process Your payroll and payroll tax transactions;

26. before submitting Your first payroll, review all Payroll Information in the Platform for completeness and accuracy;

27. correct or provide, respectively, any incorrect or missing Payroll Information, either through the Platform or by notifying Oyster in the manner specified in the applicable electronic communication received by You and within the time period specified by Oyster;

28. provide, and be responsible for providing, accurate Payroll Information in the Platform;

29. approve all Payroll Information in the Platform;

30. take all commercially reasonable steps to enroll in any applicable electronic filing system to facilitate the efficient delivery and use of Global Payroll;

31. monitor and update any of Your electronic accounts to ensure tax payments are timely made by You;

32. not submit Payroll Information in Entries that would violate any applicable sanctions program, such as that of the Office of Foreign Assets Control of the U.S. Department of the Treasury or any other applicable laws, rules, or regulations;

33. be bound by any information or instructions communicated to Oyster by You (or anyone Oyster reasonably believes to be User, an Account Administrator, or an Authorized Representative); and

34. pay any expedited processing fee arising out of any off-cycle request or corrections arising out of inaccurate Payroll Information provided by You in the Platform.

26. Payroll Authorizations. 

17. You will:

35. verify the accuracy of Payment Orders; and

36. be bound by any Payment Order received by Oyster in compliance with this designated authorization procedure, and You will indemnify and hold Oyster harmless from and against any Claims arising from the execution of a Payment Order in good faith and in compliance with such procedures.

18. Oyster will:

37. use reasonable efforts to verify that anyone providing a Payment Order is an appropriate individual authorized by You to initiate such action;

38. not verify or review Payment Orders for the purpose of detecting any errors.

39. If a Payment Order describes the payee or financial institution inconsistently, or identifies a non-existent or unidentifiable person or account as the payee or the payee’s account:

1. direct payment be made on the basis of the account number even if You identify a person different from the named payee in the Payment Order; or

2. refuse to accept or return the Payment Order as determined by Oyster in its sole discretion.

27. Global Payroll Funding.

19. You will:

40.  ensure timely funding via the applicable method on the required payment date of all Global Payroll amounts;

41. maintain a sufficient account balance in your bank account at the time an Entry is originated;

42. satisfy any and all obligations after the termination of Global Payroll including but not limited to funding any pending Amounts Due related to Your Entries;

43. fund Global Payroll on a per employee basis via a wire transfer via an appropriate, acceptable method as indicated in the Platform;

44. initiate a wire transfer from Your account to the applicable remitter of payments as indicated on the Platform on or before the applicable payroll date or other applicable due date;

45. authorize Oyster, or a third party, to initiate credit Entries to Your financial institution to return any unpaid funds to You;

46. provide written notice that any applicable authorization is terminated so Oyster, a third party, and/or any applicable financial institution can act on such notice.

47. pay any fees or charges associated with Global Payroll, including, without limitation, finance charges;

48. pay Your payroll taxes;

49. pay any costs to reverse an Entry initiated or process a returned Entry;

50. verify all information required between Your financial institution and the third party remitting payments pursuant to these Payroll Terms;

51. agree to any terms required by a third party in order to transmit money, or remit payments from You a Global Payroll Team Member;

52. complete any supplementary documentation required by Oyster in order for Global Payroll services to be rendered in a timely manner;

53. appoint Oyster as its agent to act on its behalf through any action taken in the Platform;

54. be bound by any actions taken by it in the Platform; and

55. pay any other amount owed in connection with Global Payroll.

28. Global Payroll Origination. 

20. Global Payroll will enable You to enter the Payroll Information and to approve and submit it to Oyster for creation, formatting, and transmission of Entries.

21. Any Payroll Information or Entry may be rejected if:

53. it does not comply with the requirements of these Payroll Terms or applicable law; or

54. the information is insufficient to trigger or originate a compliant transaction pursuant to these Payroll Terms.

22. If any Payroll Information or Entry is rejected, Oyster will make a reasonable effort to notify You promptly so You may correct such Payroll Information or request that Oyster correct the Entry and resubmit it.

23. Any notice of rejection will be effective when sent via the Platform or any other means of communication by Oyster.

24. Oyster will have no liability to You for:

55. rejecting any Payroll Information or Entry or any Claims directly or indirectly arising therefrom; and

56. any delay in providing, or any failure to provide, You with notice that Payroll Information was rejected.

25. If You request Oyster correct any Payroll Information or Entries on Your behalf, Oyster may attempt to do so; however, Oyster:

57. is not obligated to make any requested correction; and

58. is not liable for any Claims or other consequences that may directly or indirectly result from Oyster’s attempt to correct, or failure to correct, such Payroll Information or Entries.

26. After You have approved the Payroll Information and submitted to Oyster to initiate a payroll-related transaction which is received by Oyster, You cannot cancel or amend submitted Payroll Information unless approved by Oyster which may be subject to additional Fees.

27. Oyster, the Payment Processor and any other third party service, will use reasonable efforts to act on any cancellation or amendment requests received from You before transmitting the Entries, but neither will be liable if the cancellation or amendment is not completed.

28. You will reimburse Oyster for any expenses, losses, fines, penalties, or damages Oyster may incur in effecting or attempting to effect such a request.

29. Except for Entries created from Payroll Information reapproved and resubmitted by You, Oyster will have no obligation to retransmit a returned Entry or resubmit for payment if Oyster complied with these Payroll Terms with respect to the original Entry.

29. Global Payroll Processing Schedule.

30. Oyster and the Payment Processor and any designated third-party service provider, will process the submitted Payroll Information and Entries in accordance with Oyster’s then-current processing schedule applicable to You, provided that:

59. the submitted Payroll Information is received by Oyster no later than Your applicable cut-off time in the Platform for Submitted Payroll Information on a business day; and

60. the wire has been effectuated and completed on a day where the applicable financial institution is open for business on that business day.

31. Oyster will not be responsible for failure to process the Submitted Payroll Information if:

61. submitted Payroll Information is approved or received after the applicable cut-off time; or

62. submitted Payroll Information is approved and received on a non-business day.

32. If any of the requirements of this section are not satisfied, Oyster will use reasonable efforts to process the submitted Payroll Information and transmit the Entries for payment.

34. Oyster may expedite the processing time subject to Your payment of additional fees.

35. Oyster has no obligation to provide expedited payroll processing services to You.

30. Transactions and Entries.

36. Origination, receipt, return, adjustment, correction, cancellation, amendment, and transmission of Entries must be in accordance with applicable rules and regulations.

37. Credit given by the Payment Processor to You is provisional until the Payment Processor receives final settlement for such Entry as determined by the Payment Processor in its sole discretion.

38. If the Payment Processor does not receive such final settlement, You agree that Oyster is entitled to a refund from You in the amount credited to You in connection with such Entry, and the party making payment to You via such Entry will not be deemed to have paid You in the amount of such Entry.

39. Upon Your request, Oyster will request that the Payment Processor reverse an Entry, but will have no responsibility for the Payment Processor’s failure to honor Your request.

40. You agree to reimburse Oyster for any costs or expenses incurred in attempting to honor such a reversal request.

41. If required, You must obtain all applicable consents before attempting to reverse an Entry credited to a Global Payroll Team Member.

42. By initiating a request to reverse an Entry that was credited to a Global Payroll Team Member, You represent and warrant that You have any required consents for the reversal.

44. You acknowledge and understand that while You may not be notified via email of every Global Payroll transaction, such information will be accessible in the Platform in the ordinary course of Oyster’s business.

45. You represent and warrant that:

63. You will not violate applicable law in directing the funding for the Entries on Your behalf;

64. You will not instruct Entries to be created, originated, or transmitted in violation of applicable law;

65. You will not engage in any act or omission that causes or results in Oyster, or a designated third party, creating, originating, or transmitting payment in violation of applicable law.

31. Disclaimers.

46. If You fail to fund the Payment Processor’s Settlement Account timely as required under these Payroll Terms, Oyster will:

66. not pay Amounts Due to the applicable parties and will not be liable for any consequences or Claims directly or indirectly arising out of or relating to Your failure:

67. refuse to perform Global Payroll or any other Services provided pursuant to the Terms;

68. immediately terminate Global Payroll by providing notice via the Platform; and/or

69. assess finance charges on such amounts and recover certain fees and costs of collection associated with such amounts in accordance with the Terms.

47. Oyster is not responsible for determining whether the bank accounts of any payors or payees have deposit or withdrawal restrictions.

48. You authorize Oyster to take whatever actions necessary to effectuate payments in accordance with the requirements of the Payment Processor.

49. Oyster cannot guarantee that any Entry will be successfully reversed.

5. Use of Third Parties.

32. Oyster may use third parties to deliver Global Payroll via the Platform and, where such third parties are engaged, Oyster is not responsible for a third-party’s failure to comply with applicable law, including but not limited to engaging in unauthorized licensed activities.

33. In the event a third party provider is used to deliver Global Payroll and Your agreement to their terms is required, You will agree to those terms in order to access Global Payroll via the Platform. Your agreement to any third party terms is a condition precedent to Oyster performing its obligations under these Payroll Terms.

6. Fees.

35. You will pay all fees associated with accessing Global Payroll, including any applicable third-party fees incurred by Oyster and the applicable Subscription Fee for accessing the Platform in accordance with the Terms and as indicated in the Platform, the Order Form, or any other applicable agreement.

36. Such fees include, but are not limited to, a per month, per payee fee for Global Payroll made available via the Platform on a per payee basis.

37. Payees are defined as Payroll Team Members in the Platform.

38. Any changes to the applicable Subscription Fee per Payroll Team Member will be reflected in the Platform or in an electronic notification to the email address provided by You in the Platform subject to the notice requirements set forth in the Terms.

7. Failed Payment. 

39. If Your payment method as required under these Payroll Terms fails to the payee and Oyster cannot  direct or trigger a payment on Your behalf to the payee, and the funds are returned to Oyster (“Unpaid Funds”), Oyster will notify You of such Unpaid Funds and provide You with the appropriate details related to those funds.

40. The Payment Processor will return the Unpaid Funds to You in accordance with these Payroll Terms.

41. You, not Oyster or the Payment Processor, are required to contact payees and/or otherwise resolve the Unpaid Funds.

42. You acknowledge that You are responsible for complying with any and all applicable abandoned property laws related to Unpaid Funds, and You release Oyster from all liability and Claims directly or indirectly arising from any unclaimed or abandoned property laws, including any applicable penalties and/or interest.

43. Oyster will have no obligation to defend or otherwise indemnify You in the event of an audit, examination, assessment, or other enforcement action related to the Unpaid Funds under any applicable unclaimed or abandoned property laws.

44. You may update the required wage and payroll information as necessary to reflect any necessary changes in accordance with the provisions of these Payroll Terms to allow Oyster to re-perform the payroll payment, via direct deposit or any other payment method approved by Oyster, on Your behalf.

8. Effect of Termination of Global Payroll.

45. The termination provisions set forth in the Terms govern and control the parties’ rights to terminate Global Payroll.

46. Once a termination notice is received in the Platform, such termination may not be immediately reversible given the timing, applicable deadlines, and the internal Oyster processes.

47. At termination, Oyster will have no obligation to make further payroll tax filings on Your behalf.

48. Notwithstanding the foregoing, You may be asked to make specific elections regarding whether You would like Oyster to make certain final payroll tax filings (“Final Payroll Tax Filings”) on Your behalf following termination of Global Payroll (“Post-Termination Filing Elections”).

49. If You do not provide Oyster with Your Post-Termination Filing Elections promptly following termination of Global Payroll, then Oyster may make, but is under no obligation to make, the Post-Termination Filing Elections for You on Your behalf (“Oyster Selections”).

50. You acknowledge and agree that Oyster may rely on Your Post-Termination Filing Elections and the Oyster Selections, and Oyster is not responsible or liable for:

50. any consequences or Claims arising (directly or indirectly) from such reliance; or

51. any resulting errors, consequences, or Claims arising (directly or indirectly) from any resulting errors in the Final Payroll Tax Filings.

51. Oyster may, in its sole discretion, not make any Final Payroll Tax Filings after a termination notice has been sent or received, or termination notice occurs in the Platform, whichever is applicable, unless specifically directed by You.

9. Liability. 

52. Oyster will not be liable for any penalty, interest, or other Claim(s) resulting from inaccurate or incomplete information provided by You.

53. Any penalty or interest incurred, or any other Claim that arises, due to inaccurate or incomplete information provided by You will be Your sole responsibility.

54. You will hold Oyster harmless from any liabilities arising out of Your obligation to pay Your employees in accordance with applicable law, including failure to remit accurate taxes to an applicable regulatory authority.

55. Oyster, at its option, may decide not to file Your payroll tax returns, pay Your payroll taxes, or otherwise process Your payroll if there are any unresolved problems with any information requested by Oyster or submitted by You or Your representative(s) on the Platform, including Your Administrator as indicated on the Platform.

56. Oyster’s sole liability and Your sole remedy for a breach of the Payroll Terms is:

52. Oyster will arrange for the Payment Processor to remit the payroll taxes received from You to the appropriate taxing authority; and

53. Oyster will reimburse Your or pay directly to the appropriate taxing authority any penalties resulting from such negligent error or omission by Oyster, provided that You must use reasonable efforts to mitigate any penalties or losses resulting from such negligent error or omission by Oyster.

10. Consent to Share Certain Employee and Independent Contractor Information with Employer.

11. You acknowledge and understand that in providing Global Payroll, Oyster acts as an intermediary between third-party companies, third party services providers, and third-party employees, and/or third-party independent contractors.

12. If You are an employee or independent contractor, You authorize Oyster to share with Your employer any information that You have provided to Oyster in connection with Global Payrolls delivery.

10. Applicable Law and Dispute Resolution

1. The choice of law and dispute resolution section of the Terms is incorporated by reference into the Payroll Terms.

2. By subscribing to and accessing Global Payroll, You agree that New York law applies and that any dispute as to Your access to Global Payroll will be adjudicated in accordance with New York law in accordance with the dispute resolution procedure set forth more specifically in the Terms.