Salsa Terms of Use

Acceptance of the Terms of Use

These terms of use are entered into by and between you and Salsa Software Inc. (“Company,” “Salsa,” “we,” “our,” or “us”), and they govern your access to and use of the salsa.dev website, the Company’s products and services, and/or Company software (collectively the “Services”), including any content, functionality, and products or services offered on or through the Services, whether as a website visitor, a customer or client of one of our services (a “Salsa Customer”), a customer or client of a Salsa Customer (a “Employer-User”) or an employee of an Employer-User (a “Employee-User”).

Please read the Terms carefully before you start to use the Services. By using the website and/or Services, or by clicking to accept or agree to the Terms of Use when this option is made available to you, you accept and agree to be bound and abide by these Terms of Use and our Privacy Policy, incorporated herein by reference. If you do not agree to these Terms of Use or the Privacy Policy, do not access or use the Services or any Salsa Services, but please get in touch with us so we can try to help.

Additional policies

The Terms of Use page govern the access to and use of the Services for all users. The Terms of Use include and incorporate by reference other terms depending on how you are using the Services. If you are an Employer-User or an Employee-User (collectively, a “Payroll Service User”), you should also review the appropriate additional terms for your use, which may be found on our website (if available) or referenced in your agreement with the relevant Salsa Customer with respect to the Services. Your continued use of the Services indicates your understanding and acceptance of these additional terms. We encourage you to speak with the appropriate Salsa Customer through which you are granted access to the Services with any additional questions that you may have.

Term

This agreement remains in full force and effect while you use the Services. All provisions of the Terms shall survive termination by either party, including, without limitation, ownership provisions, warranty disclaimers, indemnity, and limitations of liability.

Eligibility

The Services is intended only for access and use by individuals at least eighteen (18) years old. If you are not at least eighteen (18) years old, unless you have provided Salsa with and Salsa has accepted the express written consent of your parent and/or guardian, you are prohibited from both the access and usage of the Services. Only users under the age of eighteen (18) who may be a user of the Services through their employer may be permitted to provide the express written consent of their parent and/or guardian such that Salsa may provide the Services as contracted between Salsa and a Salsa Customer.

Changes to the Terms of Use

We may revise and update these Terms 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 or our website following the posting of revised Terms means you accept and agree to the changes.

The Services; Use of the Services

Salsa provides modern payroll solutions by allowing Salsa Customer’s to embed Salsa’s payroll product into their software, products, and/or services and allow certain customers/clients to enroll in payroll services offered through Salsa. Salsa then works in connection with Salsa Customers, Employer-Users, and/or Employee-Users to provide various payroll services to Employer-Users and/or Employee-Users. In providing the Services, Salsa may employ the services of various third-party vendors or service providers in order to allow Salsa to verify bank details, process and move payments, assist with calculating payslip details and create the appropriate tax forms, assist with compliance with applicable laws and regulations relating to KYC, money laundering, national watchlists, and other compliance matters. Please make sure that you access and review the appropriate terms of use and privacy policies of these applicable third parties as Salsa makes them available to you as your continued use of the Services also signals your agreement to the relevant terms of use and privacy policies of those third parties.

Subject to your compliance with these Terms, Salsa grants you a limited, non-exclusive, non-sublicensable, revocable, non-transferrable license to access and use the website and the Services in accordance with these Terms. We reserve the right to refuse services, terminate account access, and remove or edit content provided by Company on or through the Services in our sole discretion. Salsa has the right to change or discontinue any aspect or feature of the Services, including, but not limited to, content, hours of availability, and equipment needed for access or use at any time and without specific notice.

User Content

The Services may contain interactive features (“Interactive Services”) that allow users to create, post, submit, publish, display, or transmit (hereinafter, “post”) content or materials (collectively, “User Content”) on or through the Services.

Any User Content you post to or through the Services will be considered non-confidential and non-proprietary, however, such User Content that contain personal identifiable information is not publicly posted on our website or through the Services (except as expressly provided through the Terms). Salsa may only use and access your User Content consistent with the Privacy Policy. By providing any User Content on the Services, you grant us and our affiliates and service providers, and each of their and our respective licensees, successors, and assigns a worldwide, perpetual, irrevocable, transferrable, sublicensable, royalty-free license to sublicense, use, reproduce, copy, modify, create derivative works of, publicly perform, publicly display, distribute, and otherwise disclose to third parties and/or exploit in any manner any such material for any purpose.

You represent and warrant that:

• You own or control all rights in and to the User Content 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 User Content do and will comply with these Terms of Use.
  
• Neither the User Content nor your making available such User Contents, nor Salsa’s use of the User Contents as permitted herein, will infringe, misappropriate, or violate a third party’s intellectual property or proprietary rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.

You understand and acknowledge that you are responsible for any User Content you submit or contribute, and you, not the Company, 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 User Content posted by you or any other user of the Services.

Accessing the Services and Account Security

We reserve the right to withdraw or amend the Services, and any service or material we provide on or through the Services, in our sole discretion without notice. We will not be liable if for any reason all or any part of the Services is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the website, or the entire Services.

To access the Services or some of the resources it offers, you may be asked to provide certain details or other information necessary for Salsa to provide the Services to all users. Depending on your use of the Services, you may be asked to create an account directly with Salsa and/or provide information about you to Salsa. It is a condition of your use of the Services that all the information you provide on or through the Services is correct, current, and complete. If applicable, you agree that all information you provide to create an account for the Services or otherwise allow Salsa to provide the Services is governed by our Privacy Policy, and you consent to all actions we take with respect to your information consistent with our Privacy Policy.

You are solely responsible for maintaining the confidentiality of your account information, as well as any and all activities that occur under your account. You must immediately notify us of any unauthorized use of your account and any other such security breach. We will not be liable for any loss that may occur as a result of someone else using your account or password, with or without your knowledge. 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 Use.

Changes to the Website

We may update the content on the website from time to time, but its content is not necessarily complete or up-to-date. Any of the material on the website may be out of date at any given time, and we are under no obligation to update such material.

Feedback

In the event that you provide us any ideas, thoughts, criticisms, suggested improvements, or other feedback related to Services (collectively “Feedback”), you agree we may use the Feedback to: (a) improve our Services and (b) promote the Services, and that you will not be due any compensation for your Feedback that is used in these ways. To the extent that we have your name, likeness, or voice, this will be part of the Feedback and you agree that we may use your name, likeness and voice in the same manner that we can use other Feedback. You grant to us a worldwide, royalty-free, fully paid, perpetual, irrevocable license to use, reproduce, modify, translate, distribute, perform, display, import, sell, offer for sale, make, have made and otherwise exploit the Feedback in any form, media, or technology, whether now known or hereafter developed, and to allow others to do the same. This is true whether you provide the Feedback on the Services or through any other method of communication with us, unless we have entered into a separate agreement with you that provides otherwise.

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 the Company, 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 Use permit you to use the Services subject to the following restrictions:

• You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on, of, or through the Services, except as it is created and owned by you.
• You must not delete or alter any copyright, trademark, or other proprietary rights notices from copies of materials from this site or the Services.
• You must not access or use for any commercial purposes (except for such commercial purposes as you are expressly authorized) any part of the Services or any services or materials available through the Services.
• 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 the Company.

Trademarks

The Company name and logo, and all related names, logos, product and service names, designs, and slogans are the property of the Company or its affiliates or licensors. You must not use such marks without the prior written permission of the Company. All other names, logos, product and service names, designs, and slogans on the Services are the trademarks of their respective owners.

Reporting Claims of Copyright Infringement

We take claims of copyright infringement seriously. If you believe that any copyrighted material owned by you has been infringed upon by someone using the Services, you may request removal of those materials from the Services by submitting written notification to our Copyright Agent at legal@salsa.dev. In accordance with the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act (17 U.S.C. § 512) (“DMCA”), the written notice (the “DMCA Notice”) must include substantially the following:

• Your name.
• The name and description of the work that is being infringed.
• Identification of the material you believe to be infringing in a sufficiently precise manner to allow us to locate that material.
• A statement that you have a good faith belief that use of the copyrighted material is not authorized by the copyright owner, its agent, or the law.
• Adequate information by which we can contact you (including your name, postal address, telephone number, and, if available, email address).
• A statement that the information in the written notice is accurate.
  
• A statement, under penalty of perjury, that you are authorized to act on behalf of the copyright owner.

If you fail to comply with all of these requirements, your DMCA Notice may not be effective. Additionally, if you knowingly misrepresent that material or activity on the Services is infringing your copyright, you may be held liable for damages under Section 512(f) of the DMCA.

It is our policy in appropriate circumstances to disable and/or terminate the accounts of users who are repeat infringers.

Prohibited Uses

You may use the Services only for lawful purposes and in accordance with these Terms of Use. 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 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 Company, a Company employee, another user, or any other person or entity.
• In any way that infringes upon the rights of others, or in any way is illegal, threatening, fraudulent, or harmful, or in connection with any unlawful, illegal, fraudulent, or harmful purpose or activity.
• 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 or offend the Company or users of the Services 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 unauthorized purpose 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 which is malicious or technologically harmful.
• Take any action that may damage or falsify the Company or Services rating.
• Otherwise attempt to interfere with the proper working of the Services.

Monitoring and Enforcement; Termination

We have the right to:

• Remove or refuse to upload, accept, or post any User Content for any or no reason in our sole discretion.
• Take any action with respect to any User Content that we deem necessary or appropriate in our sole discretion, including if we believe that such User Content violates the Terms of Use, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Services or the public, or could create liability for the Company.
• Disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy.
• 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 Use.

Without limiting the foregoing, we have the right to fully cooperate 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 AS A RESULT OF ITS INVESTIGATIONS AND FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.

However, we do not undertake to review all material before it is provided to Salsa, and cannot ensure prompt removal of objectionable material after it has been provided. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications, or content provided by any user 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

Except as expressly provided, we do not warrant the accuracy, completeness, or usefulness of any information on the website and/or Services. 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 to the website, 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 users 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 the Company, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of the Company. 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.

Links from the Services

If the Services contains links to other sites and resources provided by third parties, these links and resources are provided for your convenience only. We have no control over the contents of those sites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third party websites linked to or on the Services, you do so entirely at your own risk and subject to the terms and conditions of use for such websites.

Users Outside the U.S.

The Services is controlled and operated from the United States and is subject to its laws. If you choose to access the Services outside of the United States, you do so at your own risk and are responsible for complying with all applicable laws, rules, and regulations.

Disclaimer of Warranties

YOUR USE OF THE SERVICES, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICES IS AT YOUR OWN RISK. THE SERVICES, ITS CONTENT, AND ANY OTHER SERVICES OR ITEMS OBTAINED THROUGH THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER THE COMPANY NOR ANY PERSON ASSOCIATED WITH THE COMPANY MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE SERVICES. WITHOUT LIMITING THE FOREGOING, NEITHER THE COMPANY NOR ANYONE ASSOCIATED WITH THE COMPANY REPRESENTS OR WARRANTS THAT THE SERVICES, ITS CONTENT, OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICES WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT THE SERVICES OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE SERVICES OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICES WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.

IN PROVIDING THE SERVICES, THE COMPANY RELIES ON INFORMATION PROVIDED BY YOU OR ABOUT YOU THROUGH A THIRD-PARTY PROVIDER AUTHORIZED TO PROVIDE SUCH INFORMATION. IF AN ERROR RESULTS FROM THAT INFORMATION, THE COMPANY WILL ATTEMPT TO CORRECT SUCH INFORMATION AND/OR ERRORS, BUT THE COMPANY MAKES NO WARRANTIES OR GUARANTEES THAT IT WILL BE ABLE TO PARTIALLY OR FULLY CORRECT THE ERROR.

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.

THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Limitation on Liability

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 ON THE SERVICES, OR SUCH OTHER WEBSITES OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICES, 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.

IN NO EVENT WILL THE COLLECTIVE LIABILITY OF THE COMPANY AND ITS SUBSIDIARIES AND AFFILIATES, AND THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, AND DIRECTORS, TO ANY PARTY (REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT OR OTHERWISE) EXCEED THE AMOUNT PAID TO THE COMPANY FOR THE APPLICABLE SERVICES IN THE LAST 12 MONTHS OUT OF WHICH LIABILITY AROSE.

THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Indemnification

You agree to defend, indemnify, and hold harmless the Company, 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 Use or your use of the Services, including, but not limited to, your User Content, any use of the Services’ content, services, and products other than as expressly authorized in these Terms of Use or your use of any information obtained from the Services.

Governing Law

All matters relating to the Services and these Terms of Use 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 California without giving effect to any choice or conflict of law provisions or rules.

Arbitration

At the Company’s sole discretion, it may require you to submit any disputes arising from the use of these Terms of Use or the Services, including disputes arising from or concerning their interpretation, violation, invalidity, non-performance, or termination, to final and binding arbitration under the Rules of Arbitration of the American Arbitration Association applying California law.

Waiver and Severability

No waiver by the Company of any term or condition set forth in these Terms of Use 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 the Company to assert a right or provision under these Terms of Use shall not constitute a waiver of such right or provision.

If any provision of these Terms of Use 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 Use will continue in full force and effect.

Entire Agreement

The Terms of Use and our Privacy Policy constitute the sole and entire agreement between you and Salsa with respect to the Services and supersede all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to the Services.

Your Comments and Concerns

The Services is operated by Salsa Software Inc.

All feedback, comments, requests for technical support and other communications relating to the Services should be directed to: legal@salsa.dev.