Terms and Conditions

1. Agreement

These Terms and Conditions form a binding agreement between Diversified Payday and the person or entity accessing or using the Services.

These Services are provided by Diversified SaaS, Inc., a wholly owned company of Diversified Universal LLC. Diversified Payday is a SaaS (Software as a Service) product of Diversified SaaS, Inc.

Diversified Universal LLC maintains a centralized Legal Center and Universal Framework at diversifieduniversal.com/legal. Certain Universal Framework policies may apply across one or more companies, products, services, or brands. Applicability and precedence are determined on a policy-by-policy basis according to the language of the applicable documents. Product-specific and company-specific provisions, including these Terms, remain in effect unless expressly stated otherwise.

"Customer," "Employer," "you," and "your" refer to the business or other legal entity that establishes an account and, where applicable, the authorized individual acting for that entity.

"User" means any person authorized to access the Services through a Customer account.

"Services" means the Diversified Payday website, payroll platform, software, tools, reports, calculations, files, tax-compliance services, support, and related offerings.

By creating an account, selecting an acceptance checkbox, purchasing a subscription or add-on, or using the Services, you agree to these Terms.

The individual accepting these Terms for an organization represents that they have authority to bind that organization.

2. United States Service

Diversified Payday is designed for United States payroll activities.

The Services are not offered for international payroll processing, foreign employment administration, or compliance with non-United States payroll laws.

Customers are responsible for confirming that the Services are appropriate for each jurisdiction in which they operate.

3. Nature of the Services

Diversified Payday provides payroll software, calculation tools, reports, records, document-generation functions, bank-ready payroll instruction files, and tax-related services included in the Customer's plan or separately purchased.

Diversified Payday is not:

• A bank
• A financial institution
• A money transmitter
• A fiduciary
• A lender
• The Customer's attorney
• The Customer's accountant
• The Customer's tax adviser
• The employer of any worker entered into the platform

The Services do not replace professional legal, accounting, tax, banking, human-resources, or employment advice.

4. Employer Bank ACH and NACHA Model

The Services may prepare payroll instruction files, including NACHA-format ACH files, using information provided by the Customer.

The Customer must review, download, and submit the file through the Customer's own financial institution.

Diversified Payday does not:

• Move, hold, receive, debit, transmit, or distribute payroll funds
• Submit payroll files to a financial institution on the Customer's behalf
• Communicate with a bank concerning file acceptance on the Customer's behalf
• Verify ownership of employer or worker accounts
• Confirm the availability of funds
• Control bank cutoff times or settlement
• Guarantee acceptance, settlement, or delivery
• Recall, reverse, stop, or correct a file after the Customer submits it to a bank

The Customer's financial institution originates the payments.

The Customer is responsible for:

• Establishing ACH origination services with its bank
• Complying with the bank's requirements
• Confirming permitted file formats
• Meeting submission deadlines
• Funding the account
• Reviewing effective dates
• Confirming file acceptance
• Handling returns, reversals, corrections, disputes, and rejected payments

5. Customer Responsibilities

The Customer is responsible for:

• Providing complete and accurate information
• Reviewing every payroll before approval
• Reviewing every bank file before submission
• Confirming employee and contractor classifications
• Confirming wage and hour information
• Complying with minimum-wage, overtime, deduction, leave, benefits, tax, garnishment, and employment laws
• Maintaining required records
• Obtaining worker authorizations
• Safeguarding credentials
• Assigning appropriate user permissions
• Removing access promptly when no longer authorized
• Reviewing tax forms and filings
• Maintaining sufficient funds
• Completing obligations outside the purchased Services
• Consulting qualified professionals when appropriate

The Customer is responsible for activity performed through its account unless caused directly by Diversified Payday's failure to apply commercially reasonable security measures.

6. Bank Information Certification

When adding or changing employer or worker bank information, the submitting User may be required to certify:

"I certify that, to the best of my knowledge, the routing number and account information entered are accurate, and that I am authorized to use this bank account for payroll purposes."

The Customer must not enter or use an account without proper authorization.

Routing-number validation checks format and checksum logic only. It does not verify:

• Account ownership
• Account status
• Available funds
• Bank participation
• ACH eligibility
• Whether the account information belongs to the named person or business

7. Tax Services

Tax calculations, forms, filing assistance, and transmission services are provided only when included in the applicable plan or separately purchased.

Where authorized, Diversified Payday may use third-party filing providers to prepare or transmit forms or filings.

The Customer remains responsible for:

• Accurate and timely information
• Reviewing calculations and filings
• Providing authorizations
• Funding tax obligations
• Monitoring agency notices
• Confirming acceptance where appropriate
• Filing or paying items outside the purchased service
• Completing zero returns during inactive periods when not included in an active automated-compliance service
• Responding to government correspondence unless separately agreed

Government agencies may reject, delay, amend, or fail to process submissions. Diversified Payday does not control agency systems or processing times.

8. Employee and Contractor Classification

The Customer determines whether a worker is an employee or independent contractor.

Diversified Payday does not provide a legal determination of worker classification.

The Customer is responsible for:

• Classification decisions
• Required forms
• Withholding treatment
• Wage and hour compliance
• Benefit eligibility
• Unemployment and workers' compensation obligations
• Correcting misclassification

9. Account Eligibility

A Customer must:

• Be legally capable of entering a contract
• Provide accurate registration information
• Operate lawfully
• Use the Services only for authorized business purposes
• Maintain a valid payment method where required
• Cooperate with reasonable verification and security requests

Diversified Payday may reject or restrict an account where reasonably necessary for security, fraud prevention, legal compliance, platform protection, or enforcement of these Terms.

10. Authorized Users

The Customer controls which individuals may access its account and the permissions assigned to them.

The Customer is responsible for:

• Inviting only authorized persons
• Assigning least-necessary permissions
• Reviewing role assignments
• Protecting account credentials
• Using available authentication controls
• Reporting suspected compromise promptly

Credentials may not be shared among multiple individuals.

11. Subscriptions and Billing

Paid subscriptions are billed through the payment method associated with the account.

Subscriptions renew automatically unless cancelled or placed into an eligible inactive status under then-current platform rules.

Prices, included features, employee allowances, add-on charges, and billing intervals are displayed during purchase or in the applicable order information.

The Customer authorizes Diversified Payday and its subscription payment processor to charge:

• Recurring subscription fees
• Per-active-worker charges
• Purchased add-ons
• Year-end form charges
• Applicable taxes
• Other authorized fees

Subscription billing is separate from payroll funding. Stripe or another subscription processor may process payments owed to Diversified Payday, but does not fund employee payroll through the Services.

12. Free Trial and No-Charge Plans

Eligible new subscriptions may include a 30-day free trial.

A payment method may be required for paid plans.

Diversified Payday may offer a no-charge plan, currently the Free Payroll plan. No payment method is required to use a no-charge plan. A no-charge plan is provided without a subscription fee and is subject to the plan limits displayed at enrollment, including a maximum of 2 total active workers, counting W-2 employees and 1099 contractors together. Inactive, terminated, and archived workers do not count toward that limit. Features not included with a no-charge plan, including direct deposit and Premium Tax Compliance, require a qualifying paid subscription, and Diversified Workspace remains a separate paid subscription.

Unless cancelled before the trial ends, the subscription may automatically convert to a paid subscription at the applicable price.

Upgrading during the trial does not restart or extend the trial. The trial period is measured from the date the Customer account was created. A Customer upgrading from a no-charge plan within that original 30-day period receives only the unused remainder of the trial, and a Customer upgrading after that period has expired begins paid billing immediately.

Pay-per-use year-end W-2 and 1099-NEC form charges apply on all plans, including no-charge plans, and do not require an upgrade.

Trial extensions, discounts, or retention offers may be offered at Diversified Payday's discretion and do not create an obligation to provide the same offer to others.

13. Founding Member Pricing

Where offered, eligible Customers may receive a Founding Member Price Lock.

Eligibility and activation are determined under the program rules displayed or recorded at enrollment.

The program may lock the applicable subscription base price and per-active-worker add-on price.

Unless expressly stated otherwise:

• Variable transaction charges are not locked
• Year-end form charges are not locked
• Government fees and third-party charges are not locked
• Eligibility may be lost after full cancellation
• Seasonal inactive status does not by itself terminate an existing price lock
• Internal, test, demonstration, fraudulent, duplicate, and ineligible accounts may be excluded

Diversified Payday may correct eligibility errors and may restore eligibility through an authorized administrative exception.

No-charge plans, currently the Free Payroll plan, are not Founding Member subscriptions and do not reserve, hold, or consume one of the available Founding Member positions. A Customer on a no-charge plan may become a Founding Member only upon upgrading to an eligible paid subscription, provided a Founding Member position remains available at the time the paid subscription becomes active and the Customer otherwise satisfies the program requirements. If no position remains available at that time, Founding Member pricing and status are not granted. A Founding Member Price Lock already earned is not forfeited solely because the account returns to a no-charge plan, and it is restored automatically upon a subsequent upgrade to an eligible paid subscription.

14. Plan Changes

Upgrades may take effect immediately and may result in an immediate or prorated charge.

Downgrades may be subject to timing restrictions displayed in the platform, including delayed effectiveness until a future plan period or calendar date.

Changing plans does not erase obligations, filings, charges, or records created under a prior plan.

15. Seasonal Inactive Status

Eligible Customers may place an account into Seasonal Inactive Status.

Unless the platform expressly states otherwise:

• The inactive period begins at the end of the current paid billing cycle
• Partial-month proration is not provided
• Payroll-processing and automated-compliance functionality may be disabled
• Read-only access remains available
• Reactivation is Customer-initiated
• Reactivation takes effect immediately
• The reactivation date becomes the new billing date
• The account does not restart automatically
• The Customer remains responsible for required zero returns, filings, payments, and compliance activities not included during inactivity

Available year-end services may be purchased separately without reactivating a monthly subscription where the platform offers that option.

16. Cancellation and Read-Only Access

Cancellation ends active subscription functionality according to the applicable billing and cancellation rules.

Cancellation does not automatically delete account records.

Following cancellation, eligible Customers are intended to retain authenticated read-only access to historical payroll records, reports, and available tax documents for at least seven years, subject to:

• Applicable law
• Security requirements
• Technical feasibility
• Platform availability
• Account verification
• Legal holds
• Enforcement actions
• Other legitimate operational limitations

The Customer should maintain independent copies of records it is legally required to keep.

17. Refunds and Credits

Refunds, credits, cancellations, and charge disputes are governed by the Refund Policy.

Except where required by law or approved under the Refund Policy, fees are non-refundable.

Bank fees, ACH fees, government charges, penalties, interest, and third-party costs are not Diversified Payday subscription fees and generally remain the Customer's responsibility.

18. Acceptable Use

The Customer and Users must comply with the Acceptable Use Policy once published.

Even before separate publication, the Services may not be used to:

• Violate law
• Facilitate fraud
• Process unauthorized payroll
• Misuse personal or financial information
• Introduce malware
• Circumvent security
• Probe or disrupt systems
• Access another Customer's information
• Misrepresent identity or authority
• Infringe intellectual-property rights
• Harass or threaten others
• Resell or provide unauthorized payroll bureau services
• Reverse engineer protected portions of the Services except where law expressly prohibits restriction

19. Restricted Businesses and Activities

Diversified Payday may prohibit or restrict businesses and activities that create unacceptable legal, financial, security, reputational, or operational risk.

Restrictions may include illegal businesses, unlicensed regulated activities, fraudulent operations, unlawful gambling, illegal controlled-substance activity, deceptive financial services, unauthorized payroll-service bureaus, and businesses prohibited by applicable providers.

The existence of a business category in the platform does not represent approval.

20. Intellectual Property

Diversified Payday and its licensors retain all rights in:

• Software
• Designs
• Branding
• Logos
• Documentation
• Templates
• Platform content
• Databases
• Workflows
• Reports and formats not created solely from Customer Data
• Improvements and derivative technology

The Customer receives a limited, nonexclusive, nontransferable, revocable right to use the Services during the authorized subscription period.

No ownership rights are transferred.

21. Customer Data

As between Diversified Payday and the Customer, the Customer retains its rights in information submitted to the Services.

The Customer grants Diversified Payday the limited rights necessary to:

• Host
• Process
• Copy
• Transmit
• Display
• Generate records from
• Secure
• Back up
• Support

Customer Data for the purpose of providing and protecting the Services, complying with law, and enforcing agreements.

The Customer represents that it has lawful authority to provide and process Customer Data.

22. De-Identified and Aggregated Information

Diversified Payday may create and use aggregated or de-identified information that cannot reasonably be linked to a Customer or identifiable individual.

Such information may be used for:

• Analytics
• Security
• Capacity planning
• Product improvement
• Benchmarking
• Research
• Business operations

Diversified Payday will not intentionally attempt to reidentify information maintained solely in de-identified form except for lawful validation of de-identification controls.

23. Third-Party Services

The Services may rely on or link to third-party providers, including:

• Subscription payment processors
• Tax filing providers
• Banks selected by Customers
• Government systems
• Authentication providers
• Communication providers
• Hosting and infrastructure providers

Third-party services are governed by their own terms and policies.

Diversified Payday is not responsible for third-party systems, outages, decisions, processing times, fees, or acts outside its reasonable control.

24. Availability and Changes

Diversified Payday may:

• Maintain the Services
• Install updates
• Modify features
• Correct errors
• Add or remove integrations
• Suspend functions for security or compliance
• Change technical requirements

Diversified Payday does not guarantee uninterrupted or error-free availability.

Where reasonably practical, advance notice may be provided for material planned changes.

25. Beta, Preview, and Test Features

Beta, demonstration, preview, experimental, sandbox, and test features may be incomplete, unavailable, inaccurate, or changed without notice.

They are provided for evaluation and may not be used for live payroll unless expressly authorized.

Test NACHA files and demonstration outputs must not be submitted for actual financial processing.

26. Automated Processing

The Services use software automation to:

• Calculate payroll
• Validate data
• Generate files
• Prepare reports
• Identify inconsistencies
• Support fraud and security detection
• Assist tax and form workflows

Automation does not eliminate the Customer's duty to review and approve payroll, banking information, classifications, filings, and other outputs.

Diversified Payday does not act as the Customer's decision-maker concerning hiring, termination, discipline, compensation, promotion, classification, or other employment decisions.

27. Confidentiality

Each party must use reasonable care to protect confidential nonpublic information received from the other and use it only for authorized purposes.

Confidentiality obligations do not apply to information that:

• Becomes public without breach
• Was already lawfully known
• Is independently developed
• Is lawfully received without restriction
• Must be disclosed by law

28. Security

Diversified Payday maintains safeguards designed to protect Customer Data.

The Customer acknowledges that no Internet-based service can guarantee absolute security.

The Customer must:

• Protect credentials
• Maintain secure devices and networks
• Use authorized Users
• Review permissions
• Report suspected incidents promptly
• Avoid transmitting sensitive data through unapproved channels

29. Suspension and Termination

Diversified Payday may suspend or terminate access when reasonably necessary because of:

• Nonpayment
• Fraud
• Security risk
• Unauthorized access
• Violation of these Terms
• Violation of law
• Provider restrictions
• Threats to the Services or others
• Misrepresentation
• Abusive conduct
• Prohibited activity

Where appropriate, Diversified Payday may provide notice and an opportunity to cure.

Immediate action may be taken when delay could create harm or legal exposure.

30. Disclaimers

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE."

DIVERSIFIED PAYDAY DISCLAIMS IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

DIVERSIFIED PAYDAY DOES NOT WARRANT THAT:

• THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE
• EVERY CALCULATION OR OUTPUT WILL BE CORRECT WITHOUT CUSTOMER REVIEW
• A BANK WILL ACCEPT A FILE
• A GOVERNMENT AGENCY WILL ACCEPT OR TIMELY PROCESS A FILING
• THE SERVICES WILL SATISFY EVERY LEGAL REQUIREMENT APPLICABLE TO THE CUSTOMER
• THIRD-PARTY SERVICES WILL REMAIN AVAILABLE

Nothing in these Terms excludes warranties that cannot legally be excluded.

31. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, DIVERSIFIED PAYDAY, DIVERSIFIED SAAS, INC., AND DIVERSIFIED UNIVERSAL LLC WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, BUSINESS, DATA, OR GOODWILL.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE TOTAL AGGREGATE LIABILITY ARISING FROM OR RELATING TO THE SERVICES OR THESE TERMS WILL NOT EXCEED THE AMOUNT PAID BY THE CUSTOMER TO DIVERSIFIED PAYDAY FOR THE SERVICES DURING THE SIX MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

The limitation does not apply where prohibited by law.

32. Customer Indemnification

The Customer will defend, indemnify, and hold harmless Diversified Payday, Diversified SaaS, Inc., Diversified Universal LLC, and their owners, officers, employees, and agents from third-party claims, losses, liabilities, penalties, costs, and reasonable legal fees arising from:

• Customer Data
• Unauthorized payroll
• Customer bank submissions
• Insufficient funds
• Worker classification
• Wage and hour violations
• Customer tax obligations
• Customer instructions
• Customer violation of law
• Customer breach of these Terms
• Customer misuse of the Services
• Customer infringement of third-party rights

This obligation does not apply to the extent a claim results directly from Diversified Payday's willful misconduct or gross negligence.

33. Governing Law and Venue

These Terms are governed by Indiana law, without regard to conflict-of-law rules, except where federal law or another jurisdiction's mandatory law applies.

Any court proceeding not subject to a separately agreed dispute-resolution process must be brought in a state or federal court with jurisdiction over Porter County, Indiana.

Each party consents to that jurisdiction and venue.

34. Notices

Diversified Payday may provide notices through:

• The platform
• Email
• The public website
• Account contact information
• Other reasonable electronic methods

The Customer is responsible for maintaining current contact information.

Legal notices to Diversified Payday must be sent to:

Diversified Payday
A SaaS (Software as a Service) Product of Diversified SaaS, Inc.
A wholly owned company of Diversified Universal LLC
6212 US Highway 6, Suite 184
Portage, Indiana 46368-5057
Phone: 833-990-7297
Email: CustomerService@ChooseDiversified.com

35. Changes to These Terms

Diversified Payday may revise these Terms to reflect changes in law, services, risk, technology, or business practices.

The Last Revised date and version number will be updated.

Material changes may be communicated through the website, platform, or account contact information.

Continued use after the effective date of revised Terms constitutes acceptance where permitted by law.

36. General Provisions

These Terms and incorporated policies constitute the agreement concerning the Services unless a separate written agreement expressly controls.

If a provision is unenforceable, it will be modified to the minimum extent necessary, and the remaining provisions will remain effective.

Failure to enforce a provision is not a waiver.

The Customer may not assign these Terms without written consent. Diversified Payday may assign them in connection with a reorganization, financing, sale, merger, or transfer of the Services.

Headings are for convenience only.

Electronic acceptance and records have the same effect as paper acceptance and records where permitted by law.