Terms and Conditions

GTM Employee Self Service Platform Terms of Service

Last Modified: April 1, 2021

Acceptance of the Terms of Service

These Terms of Service are entered into as a legal and binding contract by and between you, as an Employee (“you” or “Employee”) and GTM Payroll Services Inc. (“Company,” “GTM,” “we,” or “us”).

The following terms and conditions (“Terms of Service”), together with any documents they expressly incorporate by reference, govern your access to and use of the GTM Employee Self Service Platform and any content, functionality, and services contained within the GTM Employee Self Service Platform (collectively the “Services”) whether as a guest or a registered Employee.

Please read the Terms of Service carefully before you start to use the Services.

By clicking to accept or agree to the Terms of Service when this option is made available to you, you accept and agree to be bound and abide by these Terms of Service, our Privacy Statement https://gtm.com/privacy/ and our Terms of Use https://gtm.com/legal/, found at www.gtm.com and incorporated herein by reference.

If you do not want to agree to these Terms of Service, our Privacy Statement, and our Terms of Use, you must not click the “I accept” (or similar) button.

By using the Services, you represent and warrant that you are of legal age to form a binding contract with GTM and meet all of the foregoing eligibility requirements.

You represent that you are not a person barred from providing this information or receiving services under the laws of any applicable jurisdiction.

If you do not meet all of these requirements, you must not access or use the Services.

Changes to the Terms of Service

We may revise and update these Terms of Service from time to time in our sole discretion. All changes are effective immediately when we post them, and apply to all access to and use of the Services thereafter. Your continued use of the Services following the posting of revised Terms of Service means that you accept and agree to the changes.

Authorized Employees

Registered users of the Services may include employees of GTM clients, employees authorized and appointed to assist employees of GTM clients, and any other authorized individual that may access the platform for the purposes of the Services provided (referred to as “you” or “Employee”). You agree that we may collect and use information you provide to GTM to provide Services and for purposes of your employment. If you are accessing the Services on behalf of your employer, you acknowledge and agree that your employer may access the information you provide on the Services and that your employer may restrict your access to the Services at any time. GTM shall not be responsible or liable for any modifications your employer may make to your information or for any restrictions your employer may place on your use of the Services. If you authorize another individual to assist you in uploading, entering, altering, or accessing your information, you acknowledge and agree that you are responsible and liable for any modifications made by that individual. GTM shall not be responsible or liable for any modifications made by individuals you authorize to upload, enter, alter, or access your information.

Accessing the Services and Account Security

We reserve the right to withdraw or amend the Services, and any material we provide on the platform, in our sole discretion without notice. We will not be liable if for any reason all or any part of the Services are unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Services, or the entire platform, to Employees. You or your employer are responsible for both:

• Making all arrangements necessary for you to have access to the Services.
• Ensuring that all persons who access the Services through your internet connection are aware of these Terms of Service and comply with them.

To access the Services, or some of the resources the Services may offer, you may be asked to provide certain registration details or other information. It is a condition of your use of the Services that all the information you provide on the Services is correct, current, and complete. You agree that all information you provide to register with the Services, including, but not limited to, through the use of any interactive features on the Services, is governed by our Privacy Statement and Terms of Use, and you consent to all actions we take with respect to your information consistent with our Privacy Statement. If you choose, or are provided with, a username, password, or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your account is personal to you and agree not to provide any other person with access to this Services, or portions of the Services, using your username, password, or other security information. You agree to notify us immediately of any unauthorized access to or use of your username or password or any other breach of security. You also agree to ensure that you exit from your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information. We have the right to disable any username, password, or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms of Service.

Employee Self Service

Our Services on the Employee Self Service Platform includes collection of information necessary for your employment purposes including but not limited to your name, billing and mailing addresses, e-mail address, telephone number, employer name and address, identification, social security number, unique personal identifiers/company identification, bank account information, detail of payments made on your behalf, and other details we may need for your tax information. Your employer is responsible for and shall verify your employment information. You acknowledge and agree to our collection of this information. You also acknowledge and agree that your employer may access the information you provide for the Services. Our Services include processing payroll information and required tax forms for wage reporting. We may process your paychecks and post your paystubs electronically. We may also process and post the applicable Internal Revenue Service tax form to report the wages paid to you. You agree and acknowledge that we may provide you with your paystubs and the applicable tax forms in an electronic format.

Time and Leave Management

Our Services may also encompass use of our Time and Leave Management System (“TLM”). If applicable to your account, our TLM Services may collect your working hours, start time, end time, location, and date for employment purposes. Information collected by use TLM will also include current date, time, and GPS location each time a user clocks in/out, while on the clock or clock in session locations if user has opted in. This information may be collected through geofencing, where your employer creates a virtual boundary for location collection. If your employer opts into our TLM Services, your employer is responsible for and shall determine what data we collect from you in certain locations. You acknowledge and agree to our collection of this information, your location, and device information for these purposes.

Intellectual Property Rights

The Services and its entire contents, features, and functionality (including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof), are owned by GTM, its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws. These Terms of Service permit you to use the Services for your employment purposes only. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on our Services, except as follows:

• Your device may temporarily store copies of such materials in RAM incidental to your accessing and viewing those materials.
• You may store files that are automatically cached by your Web browser for display enhancement purposes.
• You may print one copy of a reasonable number of pages of the Services for your own personal, non-commercial use and not for further reproduction, publication, or distribution.
• If we provide desktop, mobile, or other applications for download, you may download a single copy to your computer or mobile device solely for your employment purposes, provided you agree to be bound by this Terms of Service.

You must not:

• Modify copies of any materials from this Services.
• Use any illustrations, photographs, video or audio sequences, or any graphics separately from the accompanying text.
• Delete or alter any copyright, trademark, or other proprietary rights notices from copies of materials from this site.

You must not access or use the Services, or any or materials available through the Services for any purposes other than for your employment purposes. If you print, copy, modify, download, or otherwise use or provide any other person with access to any part of the Services in breach of the Terms of Service, your right to use the Services will stop immediately and you must, at our option, return or destroy any copies of the materials you have made. No right, title, or interest in or to the Services or any content on the Services is transferred to you, and all rights not expressly granted are reserved by GTM. Any use of the Services not expressly permitted by these Terms of Service is a breach of these Terms of Service and may violate copyright, trademark, and other laws. Trademarks GTM’s and all related names, logos, product and service names, designs and slogans are trademarks of GTM. You must not use such marks without the prior written permission of GTM. All other names, logos, product and service names, designs and slogans for these Services are the trademarks of their respective owners.

Prohibited Uses

You may use the Services only for lawful purposes and in accordance with these Terms of Service.

You agree not to use the Services:

• In any way that violates any applicable federal, state, local, or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries).
• For the purpose of exploiting, harming, or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information, or otherwise.
• To send, knowingly receive, upload, download, use, or re-use any material that is not you own or that you do not have permission to share.
• To transmit, or procure the sending of, any advertising or promotional material, including any “junk mail,” “chain letter,” “spam,” or any other similar solicitation.
• To impersonate or attempt to impersonate the GTM, a GTM employee, another Employee, or any other person or entity (including, without limitation, by using email addresses associated with any of the foregoing).
• To engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Services, or which, as determined by us, may harm GTM or other Employees, or expose them to liability.

Additionally, you agree not to:

• Use the Services in any manner that could disable, overburden, damage, or impair the Services or interfere with any other party’s use of the Services, including their ability to engage in real time activities through the Services.
• Use any robot, spider, or other automatic device, process, or means to access the Services for any purpose, including monitoring or copying any of the material on the Services.
• Use any manual process to monitor or copy any of the material on the Services, or for any other purpose not expressly authorized in these Terms of Service, without our prior written consent.
• Use any device, software, or routine that interferes with the proper working of the Services.
• Introduce any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful.
• Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Services, the server on which the Services are stored, or any server, computer, or database connected to the Services.
• Attack the Services via a denial-of-service attack or a distributed denial-of-service attack.
• Otherwise attempt to interfere with the proper working of the Services.

Employee Contributions

The Services may include fillable forms, interfaces, profiles, and other interactive features that allow Employees to post, submit, publish, display, or transmit their personal data to their employer, GTM, or other persons on or through Services (“Employee Contributions”). All Employee Contributions must comply with these Terms of Service. By providing any Employee Contribution on the Services, you grant us and our affiliates and service providers, and each of their and our respective licensees, successors, and assigns the right to use, reproduce, modify, perform, distribute, and otherwise disclose to third parties any such material necessary for the purposes of the Services.

You represent and warrant that:

• You own or control all rights in and to the Employee Contributions and have the right to grant the license granted above to us and our affiliates and service providers, and each of their and our respective licensees, successors, and assigns.
• All of your Employee Contributions do and will comply with these Terms of Service.

You understand and acknowledge that you are responsible for any Employee Contributions you submit or contribute, and you, not GTM, have full responsibility for such content, including its legality, reliability, accuracy, and appropriateness. We are not responsible or liable to any third party for the content or accuracy of any Employee Contributions posted by you or any other Employee on the Services. You understand and agree that GTM does not review, audit, or otherwise verify the accuracy of your information and Employee Contributions. You may be granted access to view and edit your individual employee records by your respective employers or directly through the Services. You are solely responsible for any information uploaded, entered, altered, or accessed on the Services even if such information is uploaded, entered, altered, or accessed on your behalf by someone else. GTM is not responsible for any issues that may arise with respect to information provided by or otherwise altered by you, GTM clients, or employees of GTM clients, or any other individual you authorize to upload information on your behalf. You also understand and acknowledge that you shall not use the GTM Services for any use not authorized herein. You shall not access any information other than your own.

Monitoring and Enforcement; Termination

We have the right to:

• Take any action with respect to any Employee Contribution that we deem necessary or appropriate in our sole discretion, including if we believe that such Employee Contribution violates the Terms of Services, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of other Employees of the Services, or the public, or could create liability for GTM.
• Take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Services.
• Terminate or suspend your access to all or part of the Services for any or no reason, including without limitation, any violation of these Terms of Service. Without limiting the foregoing, we have the right to cooperate fully with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Services.

YOU WAIVE AND HOLD HARMLESS THE COMPANY AND ITS AFFILIATES, LICENSEES, AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING, OR TAKEN AS A CONSEQUENCE OF, INVESTIGATIONS BY EITHER SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.

We assume no liability for any action or inaction regarding transmissions, communications, or content provided by any Employee or third party. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this section.

Reliance on Information Posted

The information presented by GTM through the Services is made available solely for employment purposes. We do not warrant the accuracy, completeness, or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor Services, or by anyone who may be informed of any of its contents. The Services may include content provided by third parties, including materials provided by other Employees, and third-party licensors, syndicators, aggregators, and/or reporting services. All statements and/or opinions expressed in these materials, and all articles and responses to questions and other content, other than the content provided by GTM, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of GTM. We are not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties. Security Transmission of information via the internet is not completely secure. Although we do our best to protect your information while within our control, we cannot guarantee the security of your information during transmission for our Services. You should not transfer or upload any data for our Services via an unsecured internet connection. Any transmission of your information is at your own risk. We cannot and do not ensure, represent, warrant, or guarantee the security of any information you transmit. We are not responsible for circumvention of any privacy settings or security measures contained on our Services. You acknowledge and agree that you are responsible for ensuring the security and safety of your internet connection and for the transfer of your information for our Services. Non-English Speaking Employees You represent that certain materials contained within the Services including but not limited to questionnaires, documents, instructions, and filings, are only available in English. Non-English translations of these Terms of Service, as well as other terms, conditions, and policies, are provided for convenience only. In the event of any ambiguity or conflict between translations, the English version is authoritative and controls. Disclaimer of Warranties You understand that we cannot and do not guarantee or warrant that files available for downloading from the internet or the Services will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our site for any reconstruction of any lost data.

TO THE FULLEST EXTENT PROVIDED BY LAW, WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE SERVICES OR ITEMS OBTAINED THROUGH THE SERVICES, OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON THE SERVICES, OR ON ANY WEBSITE LINKED TO IT. ALTHOUGH GTM USES REASONABLE EFFORTS TO EXERCISE STANDARD PRACTICES TO ENSURE COMPLIANCE WITH APPLICABLE LAW (TO THE EXTENT APPLICABLE) AND TO CORRECT REPORTED ISSUES WITH ANY PROVIDED SERVICES, INCLUDING SOFTWARE, WITHIN GENERAL INDUSTRY ACCEPTED STANDARDS, THE SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, AND GTM AND ITS LICENSORS DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OR TITLE, NON-INFRINGEMENT OF THIRD-PARTY RIGHTS, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. GTM IS NOT RESPONSIBLE FOR ACCURACY OF THE DATA COMMUNICATED. NO ORAL OR WRITTEN ADVICE OR CONSULTATION GIVEN BY GTM, ITS AGENTS OR EMPLOYEES WILL IN ANY WAY GIVE RISE TO A WARRANTY. GTM MAKES NO WARRANTIES WITH RESPECT TO, AND HAS NO RESPONSIBILITY OR LIABILITY IN CONNECTION WITH, THE OPERATION, PERFORMANCE OR SUITABILITY OF ANY THIRD-PARTY BENEFIT OR INSURANCE PRODUCT OR SERVICE AVAILABLE FOR ENROLLMENT, REGISTRATION, USE OR CONNECTION THROUGH ANY PROVIDED SERVICES. CLIENT ACKNOWLEDGES THAT GTM MAY WORK WITH THIRD-PARTY PROVIDERS AND GTM SHALL NOT BE LIABLE WITH RESPECT TO SUCH THIRD-PARTY ACTIONS OR OMISSIONS. TO THE FULLEST EXTENT PROVIDED BY LAW, THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE.

Limitation on Liability

TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL THE COMPANY, ITS AFFILIATES, OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE SERVICES, ANY WEBSITES LINKED TO IT, ANY CONTENT FOR THE SERVICES, OR OTHER WEBSITES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE. THE FOREGOING DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Indemnification

You agree to defend, indemnify, and hold harmless GTM, its affiliates, licensors, and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys’ fees) arising out of or relating to your violation of these Terms of Service or your use of the Services. Governing Law and Jurisdiction All matters relating to the Services and these Terms of Service, and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of New York without giving effect to any choice or conflict of law provision or rule (whether of the State of New York or any other jurisdiction). Any legal suit, action, or proceeding arising out of, or related to, these Terms of Service or Services shall be instituted exclusively in the New York State Supreme Court, County of Saratoga, or the United States District Court for the Northern District of New York if any such litigation is to be brought in Federal court and Client hereby submits to the jurisdiction of such courts. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

Limitation on Time to File Claims

ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OF SERVICE OR THE SERVICES MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

Waiver and Severability

No waiver by GTM of any term or condition set out in these Terms of Service shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of GTM to assert a right or provision under these Terms of Service shall not constitute a waiver of such right or provision. If any provision of these Terms of Service is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Service will continue in full force and effect. Entire Agreement The Terms of Service, along with all with incorporated documents, constitute the sole and entire agreement between you and GTM regarding the Services, and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding the Services.