Payroll Terms

These Payroll Terms (“Payroll Terms”), together with the Terms of Service located at https://www.rollfi.xyz/terms-of-service (the “Terms”) (collectively, the “Agreement”), set forth the legally binding terms and conditions that govern how rollfi, inc (“Rollfi”, “us”, “our”, and “we”) will provide your business (“Company”) with payroll related services (the “Payroll Service”). Capitalized terms herein shall have the meaning given to them in the Terms. Any references to “you”, “your”, or other similar pronouns contained in the terms shall apply to Company.

Please read the Agreement carefully. The individual(s) who are agreeing to these Payroll Terms on behalf of a Company hereby represent and warrant that such individual(s) has or have the requisite authority to bind Company to the Agreement.

1. Other Terms Incorporated Into Payroll Terms‍‍

• ‍1.1 Incorporation of Terms. All agreements, representations, warranties, terms, conditions, indemnifications, and other obligations contained in the Terms are expressly incorporated herein.
• 1.2 Conflicts. If any provisions or terms contained in these Payroll Terms conflict with the Terms, the applicable provisions or terms of these Payroll Terms shall control to the extent that the provisions or terms relate to the Payroll Service. THE TERMS AVAILABLE AT HTTPS://WWW.ROLLFI.XYZ/TERMS-OF-SERVICE REQUIRE THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS, AND LIMIT THE REMEDIES AVAILABLE TO YOU IN THE EVENT OF A DISPUTE.‍
• 1.3 Additional Terms and Conditions. Depending on the type of Payroll Service requested, Company may need to agree to additional terms and conditions or complete authorizations (collectively “Additional Terms”) not contained in the Agreement as required by law or as otherwise necessary to provide the Payroll Service. Rollfi shall provide any necessary Additional Terms to Company and may not be able to provide the Payroll Service until Company agrees to such Additional Terms.

2. Payroll Service

• ‍2.1 Services Provided by Rollfi. For the duration of Company’s subscription to the Payroll Service, Rollfi will provide Company with the Payroll Service for the purposes of (i) calculating payroll and its related obligations for Company; (ii) processing payroll and conducting payroll payments; (iii) making certain payroll tax payments and payroll tax filings electronically; and (iv) if applicable, sending wage garnishments, such as child support payments, to applicable local, state, or federal agencies. Rollfi will rely on the information and/or instructions that any Authorized Representatives or Account Administrators (as defined in Section 3.1) communicate to Rollfi to assist Rollfi in providing the Payroll Service, and any such information and/or instructions shall be deemed fully authorized. By utilizing the Payroll Service, Company agrees that Rollfi is not responsible or liable for any errors resulting from such reliance, including but not limited to IRS penalties and interest or other penalties. Notwithstanding the foregoing, Rollfi shall have full discretion to disregard any such information and/or instructions if Rollfi reasonably believes that acting on such information and/or instructions could create any business or legal liability.‍
• 2.2 Required Documents. Before Rollfi can process any of Company’s payroll requests, Company must submit all documents that Rollfi requires for providing the Payroll Service (the “Payroll Processing Documents”). The Payroll Processing Documents include: (i) Company’s payroll and bank account information, (ii) applicable and required federal, state, or local powers of attorney, and (iii) all other information requested by Rollfi that are required to provide the Payroll Service, as determined in Rollfi’s sole discretion. Company’s failure to timely provide the Payroll Processing Documents may negatively affect Rollfi’s ability to provide the Payroll Service.‍
• 2.3 Rollfi Not Responsible for Payroll Prior to Enrollment. Rollfi shall not be responsible for any of the following obligations if they were due, incurred, or required by Company prior to enrolling in the Payroll Service: (i) depositing any federal, state, and local withholding liabilities; (ii) submitting any payroll returns to any applicable tax agencies for pre-existing payroll tax liabilities; and (iii) canceling any prior payroll service.‍
• 2.4 Rollfi Not a Fiduciary. By utilizing the Payroll Service, Company acknowledges and agrees that Rollfi is not acting in a fiduciary capacity on Company’s behalf or on behalf of any Company members, managers, directors, officers, employees, contractors, agents, or other related parties. Further, Company also acknowledges and agrees that by using the Payroll Service, Company is not relieved from any local, state, or federal regulations requiring Company to retain any financial or payroll related records. Any information that Rollfi provides in connection with the Payroll Service is for informational purposes only and should not be construed as legal, tax, or accounting advice.‍
• 2.5 Service Fees. Company agrees to pay all fees for the Payroll Service in accordance with the applicable fee schedules provided by Rollfi or available on the Site, as updated from time to time, and Company authorizes Rollfi to debit your designated bank account (the “Bank Account”) for all fees as they become payable. Rollfi may, upon thirty (30) days’ notice to Company, make changes to the fee schedule. Continued use of the Payroll Service following such notice and applicable change to the fee schedule constitutes Company’s agreement to those changes. All fees are charged on a monthly basis, which shall be billed to Company and payable on the monthly anniversary of Company’s signing up for the Payroll Service (or, if the current month does not have a monthly anniversary date, the last date of the current month). Notwithstanding the foregoing, Rollfi may also invoice Company from time to time for any other additional services, outstanding fees, sales taxes, or other tax burdens arising from Rollfi’s provision of the Payroll Service, or other costs applicable to Company (each an “Invoice”). Each Invoice shall be payable within fifteen (15) days of receipt. All fees are non-refundable, and no portion of any monthly payment or Invoice shall be prorated for early termination. Services will remain available till the end of the final calendar month that was paid in full. A platform fee of $40 plus a per person fee of $10 charged monthly will begin once Rollfi services have been started. If Rollfi is unable to collect fees, whether caused by insufficient funds in the Bank Account or otherwise, Company will be liable for: (i) the underlying fees and any applicable processing fees, bank fees, or charges for return items; (ii) interest of eighteen percent (18%) per annum or the maximum rate permitted by law, whichever is lower; and (iii) attorneys’ fees and other costs of collection as permitted by law.

3. Payroll Account Setup

• ‍3.1 Account Administrators and Authorized Representatives. Company shall provide Rollfi with the following information related to authorized users of the Account belonging to the company, each of whom shall be granted login information to access and/or make changes to Company’s Account:‍

• ~3.1.1 A list of any individuals who have authority to make changes to any information submitted to Rollfi through Company’s Account and access confidential documentation related to (i) Company’s business; (ii) the Payroll Processing Documents; (iii) any Company employees, independent contractors, agents, or other persons who will receive compensation or other benefits through the Payroll Service; and (iv) other Company financial or payroll related records (each such individual an “Account Administrator”).‍
• ~3.1.2 A list of any individuals who are members of Company’s human resources, payroll, or similar department who will have authority to supply information to Rollfi related to the Payroll Service (each such individual an “Authorized Representative”).‍
• 3.2 Administrator Approvals. An Account Administrator must submit and approve the Payroll Processing Documents before Rollfi will effectuate any credit or debit entries (the “Entries”) for Company’s payroll and payroll tax transactions.

4. Payroll Processing Procedures

• ‍4.1 Notifications. Rollfi will promptly notify Company when all requisite Payroll Processing Documents to begin the Payroll Service have been received. Further, Rollfi will notify the appropriate party when making any request for additional Payroll Information (as defined below in Section 4.2). ‍
• 4.2 Payroll Information. From time to time as necessary, Rollfi may request additional information from Company, Account Administrators, Authorized Representatives, Company’s employees, Company’s independent contractors, or other Company representatives (the “Payroll Information”). Payroll Information may include but is not limited to: (i) personal and financial information; (ii) account and routing numbers; (iii) public keys and wallet addresses; (iii) employer identification numbers; and (iv) other information necessary to process or issue payroll tax returns, W-2 statements, checks, and payment transfers. Company is responsible for ensuring that all Payroll Information is accurate and kept up to date by promptly notifying Rollfi of any changes to the Payroll Information. By submitting each payroll request (whether submitted by an Account Administrator or Authorized Representative), Company is attesting that all Payroll Information is accurate.‍
• 4.3 Payment Authorizations. Rollfi will use reasonable efforts to verify the identity of anyone providing an instruction to approve, release, cancel, or amend the Payroll Information used to create Entries (each, a “Payment Authorization”). Notwithstanding the foregoing, it is Company’s sole responsibility to verify the accuracy of Payment Authorizations, and Company agrees to indemnify, hold harmless, and (at Rollfi’s election) defend Rollfi and its affiliates from and against any claim, controversy, or other liability arising from Rollfi’s actions taken in response to a Payment Authorization as instructed or otherwise set forth in these Payroll Terms. Rollfi shall notify Company in the event of any inconsistencies in a Payment Authorization (e.g., between a name and wallet address), and Company acknowledges that Rollfi shall have full discretion to reject or reasonably attempt to act upon any such inconsistent Payment Authorization.‍
• 4.4 Processing Schedule. Company agrees that Submitted Payroll Information will be processed in accordance with the applicable processing schedules provided by Rollfi or available on the Site, as may be updated from time to time (the “Processing Schedule”). Company further understands that if Submitted Payroll Information is received by Rollfi following the applicable cut-off time set forth in the Processing Schedule or ACH (as defined in Section 6) is closed for business that Rollfi may not be able to process the Submitted Payroll Information timely, and Rollfi shall not be responsible for such failure to process the Submitted Payroll Information timely. Notwithstanding the foregoing, Rollfi shall use reasonable efforts to attempt to process the Submitted Payroll Information as soon as practicable.‍
• 4.5 Failed Transactions. Should any payment or transfer initiated by Rollfi (whether a direct deposit, wallet transfer, or otherwise) fail to reach the intended recipient, any funds from that failed payment or transfer shall be returned to the Payroll Account (as defined in Section 5.3) and shall be deemed “Outstanding Funds”. Rollfi shall use reasonable efforts to promptly notify Company of the existence of such Outstanding Funds and shall transfer the Outstanding Funds back to the Bank Account as soon as is practicable. Company shall then be solely responsible for contacting the intended recipient of the Outstanding Funds or otherwise resolving the existence of the Outstanding Funds. Company may update the required wage and payroll information as needed to reflect any required modifications in accordance with the provisions of these Payroll Terms so that Rollfi may re-perform the direct deposit payroll payment on Company's behalf. Company must comply, and is solely responsible for complying, with all applicable unclaimed or abandoned property laws regarding Outstanding Funds. Company expressly releases Rollfi from all liability and Claims directly or indirectly arising from state unclaimed or abandoned property laws, including, without limitation, any penalties or interest. Company agrees that Rollfi shall has no obligation to indemnify Company or defend Company regarding any audit, examination, assessment, or other enforcement action by a state or local governmental authority, or any other entity, related to Outstanding Funds under unclaimed or abandoned property laws. 

5. Bank Account Procedures

• ‍5.1 Credit and Debit Authorization. By utilizing the Payroll Service, Company authorizes Rollfi to initiate debit and credit Entries to the Bank Account for purposes of running payroll, paying payroll taxes, correcting payroll entries, and all other necessary Payroll Service functions (“Rollfi Authorization”). The Rollfi Authorization shall remain in full force and effect unless and until Company cancels its subscription to the Payroll Service or Rollfi receives a formal notice of termination of Rollfi Authorization from Company, upon receipt of which Rollfi shall have a reasonable amount of time to relinquish the Rollfi Authorization.‍
• 5.2 Maintenance of Bank Account. Company agrees to maintain the Bank Account such that the immediately available funds and assets in the Bank Account cover all necessary fees, payments, payroll, and other amounts due pursuant to the Payroll Service as of the date that such payments are due. In the event that the Bank Account is not maintained in accordance with the foregoing, Company understands that Rollfi may not be able to complete portions of the Payroll Service for the Company, and that Rollfi shall have the right to refuse to complete the Payroll Service and/or terminate the Payroll Service immediately in its entirety.‍
• 5.3 Handling of Funds. Rollfi will hold any sums withdrawn from the Bank Account for purposes related to payroll transfers or payroll tax burdens (“Payroll Funds”) in Rollfi’s accounts (collectively the “Payroll Accounts”) until such Payroll Funds are required to be dispersed. Rollfi does not pay any interest on Payroll Funds held in the Payroll Accounts. Company acknowledges that Rollfi may invest any amounts held in its Payroll Accounts, pursuant to applicable regulations and laws, and that Company and its related parties shall not be entitled to any gain or loss attributable to such investment activities. Rollfi reserves the right to pledge any investments held in the Payroll Accounts in connection with a loan. Notwithstanding the foregoing, Rollfi agrees to indemnify and hold Company harmless from and against any loss the principal amount of the Payroll Funds directly caused by Rollfi or Rollfi’s investment activities. Further, Rollfi agrees to make required payroll transfers and fulfill payroll tax burdens for Company using Rollfi’s own funds or other assets should any such loss of the Payroll Funds be sustained. Company acknowledges that no state or federal agency monitors or assumes any responsibility for Rollfi’s financial solvency.‍
• 5.4 Payroll Tax Calculations. Rollfi may occasionally over-draw or under-draw amounts not exceeding one dollar ($1.00 USD) per payroll transaction from Company’s Bank Account due to rounding calculations when determining payroll tax liability. Company agrees that any such differences between Company’s actual payroll tax burden and the amount Rollfi withdraws from the Bank Account shall not be owed by Company to Rollfi or by Rollfi to Company, and that the parties will deem the withdrawal amount to be accurate and not seek a credit from the other party.‍
• 5.5 Excess Credits. Should Rollfi mistakenly credit funds in excess of that which are owed by Rollfi to Company to the Bank Account, Company shall promptly notify Rollfi as soon as it becomes aware of such credit. Company shall have the authority to debit the Bank Account for any such excess amounts, or seek repayment by Company in any manner that Rollfi reasonably determines.
• 5.6 Conflicting Terms. The terms in this section 5 are not intended to replace any of the terms of any agreement you have with any depository financial institution that governs your Bank Accounts. To the extent any of the Payroll Terms conflict with any term of your Bank Account agreements, the terms of your Bank Account agreements shall be the controlling terms.

6. ACH Terms

• ‍6.1 Compliance with NACHA and UCC. Company acknowledges that the origination of Automated Clearing House (“ACH”) transactions to the Payroll Account and to any recipient’s account must comply with applicable laws, rules, and regulations, including the NACHA Rules and Article 4A of the Uniform Commercial Code, as adopted in California and as may be amended from time to time (as amended, the “UCC”). Company acknowledges that Company has reviewed and agrees to comply with the NACHA Rules and the UCC.‍
• 6.2 Rejection for Non-Compliance; Corrections. Rollfi may reject any Payroll Information or Entry which does not comply with NACHA Rules or the UCC. Rollfi will make reasonable efforts to notify Company if any Payroll Information or Entry is rejected (such notice a “Rejection Notice”). Rejection Notices will be effective upon delivery. However, Company agrees that, to the extent permissible by applicable laws, Rollfi shall not be liable to Company in any way for (i) the rejection of any Payroll Information or Entry; (ii) any delay or failure to provide a Rejection Notice; and (iii) any Claims arising directly or indirectly from the foregoing. Company may request that Rollfi make corrections to Payroll Information or an Entry after receipt of a Rejection Notice but understands that Rollfi is not obligated to make any such corrections and shall not be liable to Company in any way for any Claims or other consequences resulting from any Rollfi corrections.‍
• 6.3 Submitted Payroll Information. Payroll Information that has been approved by an Account Administrator and received by Rollfi (“Submitted Payroll Information”) may not be able to be amended or cancelled. Rollfi will use reasonable efforts to make any amendments or cancellations requested by an Account Administrator prior to transmitting the Entries to the ACH or gateway operator but will have no liability if a cancellation or amendment is unable to be made. Company agrees to reimburse Rollfi for any liabilities incurred attempting to make any such amendment or cancellation, and Rollfi shall not be liable to Company in any way for Claims or other consequences resulting from any Rollfi amendments or cancellations to Submitted Payroll Information.
• 6.4 Conflicting Terms. The terms in this section 6 are not intended to replace any of the terms of any agreement you have with any depository financial institution that governs your Bank Accounts. To the extent any of the Payroll Terms conflict with any term of your Bank Account agreements, the terms of your Bank Account agreements shall be the controlling terms.

7. Tax Matters and Warranties

• ‍7.1 Important Tax Information. Although Company has appointed Rollfi to file payroll tax returns and make payroll tax payments, Company is solely responsible for the timely filing of employment tax returns and the timely payment of employment taxes. Rollfi and the IRS recommend that Company enroll in the U.S. Treasury Department’s Electronic Federal Tax Payment System (“EFTPS”) to monitor Company’s IRS account and ensure that timely tax payments are being made. Enrollment for EFTPS is available online at www.eftps.gov, or via phone by calling (800) 555-4477. Rollfi also recommends that Company contact appropriate state offices directly for details of similar state programs.‍

• 7.2 Tax Representations and Warranties. In utilizing the Payroll Service, Company represents and warrants that: ‍
• ~7.2.1 No Payroll Information submitted to Rollfi will result in Entries that would violate the sanctions program of the Office of Foreign Assets Control of the U.S. Department of the Treasury or any other applicable laws, rules, or regulations;‍
• ~7.2.2 All wage and payroll information provided to Rollfi is accurate and shall be timely updated as necessary; and‍
• ~7.2.3 All other information related to the Payroll Service submitted to Rollfi by Authorized Representatives or Account Administrations is and shall be complete, timely, and accurate.‍
• 7.3 Tax and Other Liability. Rollfi will not be liable for any penalty, interest, or other Claim that results from inaccurate or incomplete information that Company, an Account Administrator, or an Authorized Representative supplies to Rollfi. Rollfi shall only file tax returns on Company's behalf after payroll has been process and actually paid out to the intended recipients. For any Claim that arises, due to inaccurate or incomplete information provided by Company, including without limitation, any penalty or interest incurred, will be Company's sole responsibility; Company shall indemnify and hold Rollfi harmless from such liability. Rollfi, in its sole discretion, may elect not to file Company’s payroll tax returns, pay Company’s payroll taxes, or otherwise process Company’s payroll if there are unresolved problems with any information requested by Rollfi or submitted by Company, an Account Administrator, or an Authorized Representative. Company's sole remedy for Rollfi’s negligent failure to perform the payroll tax portion of the Payroll Service shall be that (i) Rollfi will remit the payroll taxes received from Company to the appropriate taxing authority; and (ii) Rollfi will reimburse User, or pay directly to the appropriate taxing authority, any penalties resulting from such negligent error or omission by Rollfi, provided that Company must use reasonable efforts to mitigate any penalties or losses resulting from such negligent error or omission by Rollfi. Company also agrees that, to the extent permissible by applicable law, Rollfi shall have no liability for any Claim resulting from any errors or omissions in the Payroll Information that Company, or an Account Administrator or Authorized Representative, has not requested Rollfi correct. Any such requests for corrections may result in additional fees being charged on an Invoice. Company understands that the responsibility for any audits or assessments are ultimately the Company’s, and that Rollfi will not have any responsibility for verifying the accuracy of any data provided by Company. 

8. Term and Termination

• 8.1 Term. This Agreement shall be in effect for the duration of Company’s subscription to the Payroll Service.‍
• 8.2 Termination for Convenience. Either party may terminate the Payroll Service for convenience by providing written notice to the other party with thirty (30) days advance notice of the purported date of termination.‍
• 8.3 Effect of Termination. As of the date of termination, Rollfi will have no obligation to make further payroll tax filings on Company’s behalf. Notwithstanding the foregoing, Company may elect to appoint Rollfi to make certain final payroll tax filings pursuant to the terms of the Agreement (the “Post-Termination Filings”). To the extent permissible by applicable law, Rollfi will have full discretion to accept appointment to file any Post-Termination Filings. Rollfi will Invoice Company for any Post-Termination Filings. Following termination of the Payroll Service and excepting any Post-Termination Filings that Rollfi agrees to file, Rollfi shall not be responsible for depositing any federal, state, and local withholding liabilities or submitting any payroll returns to any applicable tax agencies for payroll tax liabilities.