This Client Payroll Service Agreement is a legal agreement between "Provider" and "Client" regarding use of this Web site. In this Agreement, the "Service" refers to the payroll service provided on this Web site, "you" or "Client" refers to the employer whose payroll is processed by the Service, and "Provider" refers to Reece Capital Ventures, LLC, doing business as PayPro Services. This Agreement includes related content on the PayPro Services web site ( and and related web sites “Web site”, such as but not limited to the login page, which is incorporated by this reference. Provider may decline to initiate the Service for you in Provider's sole discretion.

Permitted Uses and Restrictions on Use

The Service may only be used for its intended purpose of calculating payroll and its associated liabilities for your business or household, and for making related payroll and tax payments or tax filings electronically (if you or Provider elect electronic payment or filing options). The Service also may be used for preparing and filing federal Form 1099-MISC for payments to contractors. Notwithstanding anything in this Agreement, Provider has no responsibility or liability for damages or claims relating to any use of the Service other than as described above. The Service does not include calculation of deductions or taxes other than those that apply only to payroll, nor does it include backup withholding on payments to contractors, nor does it include calculation or reporting of penalties or interest on delinquent tax payments.

You agree that your client log-in email address and password have the same effect as your written signature authorizing payments, filings and other actions on the Web site. If you give your password to another person, you will be deemed to have authorized that other person to use your account for any and all purposes supported by the Service.

The Service does not include obtaining your access to the Internet for connecting to the Web site. You acknowledge that the operation and availability of the communications systems used for accessing and interacting with the Web site (e.g., the public telephone computer networks and the Internet) or to transmit information to the taxing authorities can be unpredictable and may, from time to time, interfere with or prevent access to the Web site or its operation. Provider is not in any way responsible for any such interference with or prevention of your use of or access to the Web site. When the Internet is not available, you must contact your Provider by telephone or by other means for instructions on how to calculate paychecks and make tax payments and filings.

Electronic Transactions

You may elect direct deposit of employees' or contractors' paychecks. To use this option, you must input all required payroll information on the Web site before the cutoff time specified for the chosen payroll date. Subject to appropriate verification, the bank account you designate will be debited for amounts payable to the employees or contractors no later than the cutoff time. After that, no interest will accrue to the account holder. Typically, transactions will be sent through the Automated Clearing House (the "ACH") Network. You agree that payroll transactions will be governed by the ACH rules as in effect from time to time and that you will not initiate entries that violate the laws of the United States. You can learn more about the ACH at (NACHA - The Electronic Payments Association, develops operating rules and business practices for the ACH Network and for other areas of electronic payments.) You warrant to your Provider everything that must be warranted as an ACH Originator, and you accept any liability you or the Provider may incur which is caused by your payroll transactions.

If you sign up for electronic payment options and amounts due cannot be collected because of insufficient funds in your account or any other reason, you must pay the amount due immediately upon demand, plus exceptions processing fees, plus any 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, Provider may terminate this Agreement, discontinue the Service to you (either entirely, or only with respect to electronic payment options, at Provider's discretion) and utilize any other available remedy. Provider may make appropriate reports to credit reporting agencies, financial institutions, tax agencies and law enforcement authorities, and cooperate with them in any resulting investigation or prosecution.

Limited Warranty

Provider warrants to you the accuracy of payroll tax calculations on each paystub and tax filing prepared using the Service, subject to the following terms and conditions. As your sole and exclusive remedy and Provider's sole and exclusive liability for breach of the foregoing warranty, Provider will pay all government penalties and interest assessed against you due solely to calculation errors made by the Service. This warranty does not apply to any assessments, penalties or interest resulting from, among other things, your use of the Service to process payroll data for which it is not appropriate (as determined by Provider), your failure to make and record payroll tax payments and filings in the manner and on the schedule recommended by the Service, your failure to enter on the Web site timely and accurate compensation information for your employees, your use of the Service to prepare paystubs, tax payments, or tax filings based in whole or in part on payroll or tax payment information that you calculated or input incorrectly, or your failure to file an amended return or make an additional payment to avoid or reduce your penalty or interest after you have received notice from the government or your Provider that you should do so. Provider will endeavor to post on the Web site notices of corrections and updates to the Service or to notify you according to the contact information that you provide on the Web site, which you agree to update promptly with all changes.

In general, the Service calculates payroll taxes based on the assumption that wages paid to employees (but not payments made to contractors) are subject to all payroll taxes applicable to the indicated geographical area. For example, the Service assumes that each employer is subject to federal unemployment tax, although employers who did not pay wages of at least $1,500 in at least one calendar quarter this year or last year may be exempt. The Service guides you to make tax payments in full when due, although some tax agencies do not assess penalties for small payment shortfalls that are made up by the end of a reporting period. In some cases, you can customize the Service for situations such as those described above. In other cases, you may have to make adjustments outside the Service in order to take advantage of certain payroll tax exemptions. Provider does not warrant that the Service will minimize your payroll taxes automatically.

If you believe you are entitled to payment under this warranty, you must notify your Provider as soon as you learn of the mistake (and in no event later than 30 days after the assessment is made). You must include a copy of the government notice and your email address and password. By claiming payment, you authorize Provider to obtain and review any data files that may be in Provider's possession or control in order to evaluate your claim. You remain responsible for paying any additional tax liability you may owe and providing assistance and additional information as reasonably requested by your Provider. This warranty is for your benefit only and is not transferable, and will be null and void if you breach any terms or conditions of this Agreement.

Except as expressly provided above, the Service is provided "as-is" and, to the maximum extent permitted by applicable law, Provider and its licensors, distributors, advertisers, dealers or suppliers disclaim all other warranties, express or implied regarding the Service and its related materials, including their fitness for a particular purpose, their quality, their merchantability, or their non-infringement. Provider does not warrant that the Web site is completely secure or is free from bugs, interruptions, errors, or other program limitations. Provider does not warrant that the Web site, or the server that makes it available, is free of viruses or other harmful components. You assume the entire cost of all necessary servicing, repair, or correction of problems caused by viruses or other harmful components. Some states do not allow the exclusion of implied warranties, so the above exclusions may not apply to you. In that event, any implied warranties are limited in duration to 60 days from the date of purchase of the Service. However, some states do not allow limitations on how long an implied warranty lasts, so the above limitation may not apply to you. This warranty gives you specific legal rights, and you may have other rights that vary from state to state.

Limitation of Liability

Except to the extent of the limited warranty described above, the entire liability of Provider and its licensors, distributors, advertisers, dealers and suppliers for any reason shall be limited to the aggregate amount of payroll service fees paid by you to Provider during the twelve (12) months immediately preceding the date on which the claim accrued. To the maximum extent permitted by applicable law, Provider and its licensors, distributors, advertisers, dealers and suppliers are not liable for any indirect, special, incidental, or consequential damages (including damages for loss of business, loss of profits or investment, or the like), whether based on breach of contract, breach of warranty, tort (including negligence), product liability or otherwise, even if such person has been advised of the possibility of such damages and even if a remedy set forth in this Agreement is found to have failed of its essential purpose. Provider and its licensors, distributors, advertisers, dealers and suppliers are not liable for any loss, erasure or corruption of or unauthorized access to any data or other information transmitted or stored via the Service. Some states do not allow the limitation and/or exclusion of liability for incidental or consequential damages, so the above limitation or exclusion may not apply to you.

The limitations of damages and liability set forth in this Agreement are fundamental elements of the basis of the bargain between you and your Provider. You acknowledge and agree that Provider would not be able to provide the Service on an economic basis without such limitations.


Provider may change the terms of this Agreement from time to time. Provider will post the revised Agreement on the Web site. If a change to this Agreement is not acceptable to you, you may cancel the Service prior to the time when it takes effect. Continuing to use the Service constitutes agreement to all changes.

Term and Termination

The term of this Agreement shall commence on the Effective Date listed in front hereto and continue in full force and effect for the Services Term Length set forth on the order in front hereto (“Initial Term”), and will continue thereafter from year-to-year, unless you give written notice to Provider at least sixty (60) days prior to the then-current term of this Agreement. (The Initial Term and any renewal term collectively shall be referred to herein as the “Term”). Notwithstanding the preceding sentence and in addition to Provider’s termination rights provided elsewhere in this Agreement or Web site, Provider may terminate this Agreement for any reason or no reason by giving notice in accordance with the information then on the Web site, effective immediately. Reasons why Provider may terminate this Agreement include, without limitation: (1) you fail to provide and update information that enables the Service to collect for electronic transactions, (2) any information you give is false, misleading or incomplete; or (3) you engage in conduct which, in Provider's judgment, interferes with the operation or use of the Service (e.g., excessive use of the Service which disrupts the use of the Service by other users).

For you to terminate the Services, you must provide written notice of termination to PayPro Services/Reece Capital Ventures, LLC, P.O. Box 1391, Claremont, CA 91711. Termination of the Services will be effective at the end of the current billing period in which notice of termination is received. Upon termination, all related services will be terminated and all files and data stored on our servers will be deleted.

If you elect to cancel the Services during the Term hereof after expiration of the first 30 calendar days of service, “Acceptance Period”, you shall pay to Provider an early Termination fee in an amount equal to the total balance of all remaining payments due under the current Term of this Agreement or six months of Services, which ever is greater. In the event you elect to terminate this Agreement within the Acceptance Period (or as otherwise mutually agreed in writing), you may cancel the Services by giving written notification of termination during the Acceptance Period to Provider. The "Limited Warranty," "Limitation of Liability" and "Governing Law; Dispute Resolution" sections of this Agreement survive termination.

Governing Law; Dispute Resolution

This Agreement will be subject to and construed in accordance with the laws of the State of California and jurisdiction shall rest with applicable California courts. The parties agree and hereby irrevocably submit any suit, action or proceeding arising out of or related to this Agreement or any of the transactions contemplated by this Agreement to the jurisdiction and venue of the United States District Court for the Northern District of California or the jurisdiction and venue of any court located in Santa Clara County, California and waive any and all objections to jurisdiction and venue, unless the parties mediate or arbitrate their dispute as provided below. No action arising under or in connection with this Agreement, regardless of form, may be brought more than one (1) year after the cause of action accrued. The parties hereby agree to opt-out of any application of the Uniform Computer Information Transactions Act (UCITA), or any version thereof, adopted by any state.


This Agreement, including related content on the Web site, such as the login page, which is incorporated by this reference, sets forth Provider's entire liability and your exclusive remedy with respect to the Service, and is a complete statement of the agreement between you and Provider regarding the Service. Provider is not authorized to make modifications to this Agreement, or to make any additional representations, commitments or warranties regarding the Service, except in a writing signed by you and your Provider.

If any term, warranty, condition or provision of this Agreement is found by a court of competent jurisdiction to be invalid or unenforceable, such term, warranty, or provision will be struck from this Agreement, and the balance of the Agreement will remain in full force and effect. Failure by either party to exercise any right to require performance under this Agreement will not be construed as a waiver of any subsequent right to require performance or to claim of breach of contract. Except as otherwise provided herein, the rights and remedies provided for in this Agreement are not exclusive, and both you and Provider retain all rights and remedies now or hereafter provided by law in addition to those provided for in this Agreement. If any court, mediation or arbitration action is brought by either Provider or you to enforce any provision of this Agreement, the prevailing party in such action will be entitled to recover both attorneys' fees and costs from the other party. If the parties agree to settle their claims against each other, each party will be responsible for its own attorneys' fees and costs.

You shall not assign, transfer, delegate or otherwise dispose of this Agreement or any right or obligation hereunder (whether by express transfer, operation of law or otherwise) without the prior written consent of Provider. Provider shall be entitled to assign, transfer, delegate or otherwise dispose of, whether voluntarily or involuntarily, by operation of law or otherwise, this Agreement and any of its rights or obligations under this Agreement. Any attempted or purported assignment or other transfer not complying with the foregoing shall be null and void. Subject to the foregoing, this Agreement shall inure to the benefit of and bind the successors and assigns of the parties.

This Agreement may be executed in one or more counterparts, all of which together shall constitute a single agreement. Notwithstanding any additional rights provided elsewhere in this Agreement or Web site, you and Provider agree that any photocopy or facsimile copy of this agreement shall have the same legal force and effect as any copy bearing original signatures. Neither party shall be liable under this Agreement because of any failure or delay in the performance of its obligations (except for payment of money) on account of strikes, shortages, riots, fire flood, storm, earthquake, acts of God, hostilities or any other cause beyond its reasonable control.