Terms of Service

These Terms of Service along with the Privacy Policy (collectively, the “Agreement”), contain the terms and conditions that govern the use of and the terms and conditions upon which FinancialDocs FZCO, doing business as BlinkPayroll.com (“BlinkPayroll”), will provide certain payroll support services (“Services”). Effective 10/21/2024, Paystubs.com is now doing business as BlinkPayroll.com. All references to Paystubs.com ("PayStubs") in these Terms & Conditions shall be interpreted as referring to BlinkPayroll.com. The Services are provided through BlinkPayroll’s platform (“Platform”) and accessed either through this BlinkPayroll website (“the Site”) or a mobile application. This Agreement is applicable to all persons who use or access the Platform and/or the Services, whether in their individual capacity or on behalf of any third party (each, a "User", and collectively, the “Users”). If User is agreeing to these terms on behalf of a business or an individual other than User, User represents and warrants that User has authority to bind that business or other individual to this Agreement, and User’s agreement to these terms will be treated as the agreement of such business or individual. In that event, “User” also refers to that business or individual. By clicking the applicable button to indicate User’s acceptance of this Agreement, or by accessing or using the Platform, User agrees, effective as of the date of such action, to be bound by the Agreement. 

1. BLINKPAYROLL SERVICES

1.1 BlinkPayroll will provide User the Services requested in accordance with this Agreement, enabling Users to, e.g., generate pay stubs, tax forms, and related documents (“Payroll Documents'') for the User and/or User’s employees and contractors (“Personnel”) through User’s BlinkPayroll account (“User Account”) and to send Payroll Documents to Personnel electronically and by regular mail (provided, however, that in such case, the User explicitly warrants that the Personnel has given the requisite permission/consent for such actions). User may also run payrolls using a third-party payment processor integrated with the Platform. User shall submit the required information and completed and executed documents BlinkPayroll requires for providing the Service, e.g., any federal, state, or local powers of attorney required by BlinkPayroll, User account information, and any additional information requested by BlinkPayroll.

1.2 No Financial or Tax Advice. BlinkPayroll is not giving any financial or tax advice in its provision of the Services to User. By signing this Agreement, User represents and warrants that User has reviewed with User’s own tax advisors the federal, state, local, and foreign tax consequences, as applicable, of obtaining the Services from BlinkPayroll and the transactions contemplated by this Agreement and is relying solely on such advisors and not on any statements or representations of BlinkPayroll. User understands and agrees that User (and not BlinkPayroll) shall be solely responsible for any tax liability or any other penalties that may arise as a result of using the Platform and the transactions contemplated by this Agreement.

1.3 For the avoidance of doubt, the User shall not receive any refunds for any subscription payments and/or Fees (hereinafter defined) if the User cancels or terminates after the free trial period; provided, however, that BlinkPayroll, in its sole discretion, may elect to grant a refund under certain circumstances. Accordingly, if the User does not wish to continue/does not want to be billed following the free trial period, then the User should ensure that they cancel the subscription during the free trial period, as applicable.

2. FEES

User is responsible for paying to BlinkPayroll the fees corresponding to the pricing plan selected by the User or otherwise agreed with BlinkPayroll (“the Fees”). Pricing plans are tiered based on the number of User Personnel for whom the User is processing payrolls.  User may increase the number of Personnel covered and move to the next tier at any time, and User will be billed the increased Fees starting in that month. If User wishes to reduce covered Personnel and drop down a tier, such change will take effect at the end of the then-current billing month. User authorizes BlinkPayroll to automatically charge the Fees to the credit card BlinkPayroll has on file for the User.

3. PAYROLL INFORMATION.

3.1 For purposes of this Agreement, “Payroll Information” shall mean all information posted by User to the Platform, including, but not limited to, personal information of Personnel, information used to calculate and pay Personnel payroll, track User defined employee benefits, calculate applicable payroll taxes, comply with garnishment orders, produce payroll tax returns, W-2 statements, 1099 forms, and process payroll through third-party payment processor (if applicable). User shall be fully responsible for the accuracy of all Payroll Information submitted to the Platform and shall be liable, without cap or limitation, for any penalties and/or interest arising therefrom. 

3.2 In order for BlinkPayroll to provide the Services, User must submit accurate Payroll Information to the Platform. User explicitly warrants that it has approved all Payroll Information and User further waives and releases any claim against BlinkPayroll arising out of any errors or inaccuracies in the Payroll Information which User has not itself corrected or has not requested BlinkPayroll to correct. Final audit responsibility rests with User, and BlinkPayroll has no responsibility for verifying the accuracy of any Payroll Information User provides or directly inputs via the Platform or any other method. BlinkPayroll's Services are provided as a convenience and not as a replacement for User’s primary document and information storage system. User will retain originals and back-up copies of any documents and/or Payroll Information submitted to BlinkPayroll.

3.3 User shall promptly update all Payroll Information, as necessary, to reflect changes and shall respond with additional information requested from time to time by BlinkPayroll. It is User’s responsibility to submit complete and accurate information to BlinkPayroll in connection with the Services. BlinkPayroll is not liable for any losses incurred by User due to the information submitted by User. 

3.4 Payroll Information for Personnel must be reconciled with User’s payroll tax returns for the current calendar year and User’s wage and payroll tax information for the current quarter.

4. USER DISCLOSURE OF DATA

4.1 BlinkPayroll will hold all Payroll Information submitted by User or provided by BlinkPayroll under this Agreement in strict confidence; provided, however, that BlinkPayroll will not be held liable if such data is released through other sources, if BlinkPayroll, its employees, or agents release the data because of a reasonable belief that User has consented to such disclosure, or if compelled by regulatory or court order. 

4.2 In disclosing personal data relating to any Personnel, User represents and warrants: (i) that it has obtained such individuals’ consent; (ii) it has obtained the consents on behalf of such individuals to BlinkPayroll’ collection, use, and disclosure for the given purpose of providing the Services; (iii) User’s collection, use, disclosure, and destruction of any such personal data is in compliance with all applicable laws; (iv) User will ensure that all notifications, authorizations, and consents have been or will be obtained from respective Personnel in accordance with applicable laws; (v) User is not using the Services for legal or tax advice; and (vi) User is not using the Service as a repository for User’s Payroll Information and tax documents. 

5. PROPRIETARY RIGHTS

5.1 User Content and Licenses Granted. “User Content” means any text, graphics, images, music, software, audio, video, works of authorship of any kind, and documents, information, or other materials that are uploaded to, posted to, stored on, or created using the Platform by Users. For the avoidance of doubt, any templates, documents, or materials that BlinkPayroll provides to User via the Services shall constitute BlinkPayroll Content (as defined below) hereunder. BlinkPayroll does not claim any ownership rights in any User Content, and nothing in this Agreement will be deemed to restrict any rights that User may have to use and exploit User Content. However, by making any User Content available through the Services, User hereby grants to BlinkPayroll a non-exclusive, transferable, sublicensable, worldwide, royalty-free license to use, copy, modify, create derivative works based upon, publicly display, publicly perform, and distribute User Content in connection with operating and providing the Platform and the Services. User is solely responsible for all User Content. User represents and warrants that User owns all User Content or User has all rights that are necessary to grant BlinkPayroll the license rights in User Content under this Agreement and that User Content does not infringe upon the intellectual property rights of any third party.

5.2 User may generally remove User Content from the Platform, provided that certain types of User Content may not be removed from the Platform to comply with BlinkPayroll' regulatory obligations. Moreover, in certain instances, some User Content may not be completely removed, and copies of User Content may continue to exist on the Platform. BlinkPayroll is not responsible or liable for the removal or deletion of (or the failure to remove or delete) any User Content. 

5.3 “BlinkPayroll Content” means text, graphics, images, music, software, audio, video, works of authorship of any kind, and documents, information, or other materials that are posted, generated, provided, or otherwise made available through the Services by BlinkPayroll, other than User Content. User Content and BlinkPayroll Content shall be collectively referred to herein as “Content”. BlinkPayroll and its licensors exclusively own all worldwide right, title, and interest in and to the BlinkPayroll Content, and also in and to the Platform and the Services, including in each case all associated intellectual property rights (“BlinkPayroll IP”). User acknowledges that the Platform, Services, and BlinkPayroll Content are protected by copyright, trademark, and other laws of the United States and foreign countries. User agrees not to remove, alter, or obscure any copyright, trademark, service mark, or other proprietary rights notices incorporated in or accompanying the Platform, Services, or BlinkPayroll Content. This Agreement does not convey any proprietary interest in or to any BlinkPayroll IP or rights of entitlement to the use thereof except as expressly set forth herein. Any feedback, comments, and suggestions User may provide for improvements to the Platform, Services, or BlinkPayroll Content (“Feedback”) is given voluntarily, and BlinkPayroll will be free to use, disclose, reproduce, license, or otherwise distribute and exploit such Feedback as it sees fit, entirely without obligation or restriction of any kind. Feedback includes, without limitation, feedback that User provides to BlinkPayroll in response to any surveys BlinkPayroll conducts, through any available technology, about User’s experiences with, e.g., BlinkPayroll, the Services, the Platform, the Site, etc.

5.4 Subject to User’s compliance with this Agreement, BlinkPayroll grants User a limited, non-exclusive, non-transferable, non-sublicensable license to access, view, and download BlinkPayroll Content solely in connection with User’s permitted use of the Platform for User’s own behalf.

6. THIRD-PARTY SERVICES

6.1 Through the Platform, User will be able to elect to receive services from partners of BlinkPayroll, including third-party payment processors (each such service, a “Third-Party Service” and each such partner, a “Partner”). User is solely responsible for, and assumes all risk arising from, User’s election to receive and User’s receipt of any Third-Party Service. BlinkPayroll is not responsible for Third-Party Services, or any material, information, or results made available through Third-Party Services. The applicable Partners may require User to agree to terms and conditions or agreements with respect to their provision of the Third-Party Services to User. BlinkPayroll reserves the right to terminate this Agreement and the provision of Services in the event User breaches the terms of its agreement with any Partner.

6.2 User acknowledges that BlinkPayroll may receive a referral fee or discount from any Partner introduced to User through the Platform. 

6.3 If User elects to receive a Third-Party Service, User authorizes BlinkPayroll to submit to the applicable Partner any and all documents and information about User, User’s business, and User’s Personnel that are necessary for such Partner to provide the Third-Party Service to User, including Payroll Information, requested by such Partner that User has provided to BlinkPayroll in connection with this Agreement and User’s receipt of the Services (collectively, the “Shared Information”). User is responsible for the accuracy of all Shared Information. User represents and warrants that User has all the rights in and to any Shared Information necessary to provide Shared Information to BlinkPayroll and for BlinkPayroll to provide it to Partners, and that BlinkPayroll’ use or disclosure of Shared Information as contemplated hereunder will not violate any rights of privacy or other proprietary rights, or any applicable local, state, or federal laws, regulations, orders, or rules. User agrees that by electing to receive a Third-Party Service, and by consenting and authorizing BlinkPayroll to submit User’s Shared Information to a Partner, User has waived and released any and all liabilities, claims, demands, damages, losses, fines, judgments, disputes, costs, charges and expenses (each and collectively a “Claim”) against BlinkPayroll and its directors, officers, agents, contractors, and employees arising out of a Partner’s use of User’s Shared Information, even if that use is not authorized by the applicable agreement between User and the Partner.

7. PRIVACY POLICY

BlinkPayroll’s Privacy Policy details how BlinkPayroll collects, uses, and discloses personal information from Users. User acknowledges and understands that BlinkPayroll may collect, use, and disclose User’s information pursuant to BlinkPayroll’s Privacy Policy in order to provide the Services, as it may be updated from time to time.  BlinkPayroll’ Privacy Policy can be accessed at: https://www.blinkpayroll.com/legal/privacy-policy

8. TERMINATION.

8.1 The Services and this Agreement will continue until they are terminated by either party. User may terminate the Services and this Agreement in conjunction through User’s Account. BlinkPayroll may terminate the Services and this Agreement by giving User at least thirty (30) days’ prior written notice. 

8.2 In addition to BlinkPayroll’s foregoing termination right, BlinkPayroll may immediately suspend or restrict User’s Account; suspend or restrict User’s access to the Platform or any Services; block User’s ability to use any particular feature of a Service; or immediately terminate the Services and this Agreement, in each case with or without notice to User, in the event that: (i) BlinkPayroll has any reason to suspect or believe that User, whether directly or indirectly, may be in violation of this Agreement or User’s agreement with any Partner; (ii) BlinkPayroll determines that User’s actions are likely to cause legal liability for or material negative impact to BlinkPayroll; (iii) BlinkPayroll believes that User has misrepresented any data or information or that User has engaged in fraudulent or deceptive practices or illegal activities; (iv) BlinkPayroll has determined that User is behind in payment of fees for the Services and User has not cured such non-payment within five (5) days of BlinkPayroll providing User with notice of the non-payment; or (v) User files a petition under the U.S. Bankruptcy Code or a similar state or federal law, or a petition under the U.S. Bankruptcy Code or a similar state or federal law is filed against User. Furthermore, while BlinkPayroll strives to support a multitude of business and organization types, in certain unique situations, if BlinkPayroll cannot support the payroll-related filings for User’s business or organization type, BlinkPayroll may immediately terminate the Services and this Agreement upon written notice to User.

8.3 The termination of any of the Services or this Agreement will not affect User’s or BlinkPayroll’s rights with respect to transactions which occurred before termination. BlinkPayroll will have no liability for any costs, losses, damages, penalties, fines, expenses, or liabilities arising out of or related to BlinkPayroll’s termination of this Agreement. Any sections of this Agreement, which by their nature should survive, will survive and remain in effect even if this Agreement is terminated, canceled, or rescinded.

8.4 Upon termination of any of the Service(s) and/or termination of this Agreement, User’s right to access and use such terminated Services(s) will automatically terminate; provided, however, that BlinkPayroll, in its sole discretion, and for a limited time, will generally continue to provide User with the ability to access User’s Account in a limited capacity with respect to such terminated Service(s) to view and download information that was available in User’s Account at the time of termination of such Service(s) (the “Limited Access Rights”). While User has Limited Access Rights, User shall use reasonable efforts to adequately secure, and keep confidential, any passwords or credentials for User’s Account, and any information accessible via User’s Account, and User is further encouraged to immediately download any User Content or documents or information belonging to User that User wishes to retain. BlinkPayroll may deny the Limited Access Rights to User, or BlinkPayroll may revoke the Limited Access Rights at any time, in its sole discretion.

8.5 Upon termination, BlinkPayroll may retain User’s Payroll Information, including any personal information, to comply with its regulatory requirements and in accordance with its Privacy Policy. In performing the Services, User agrees that BlinkPayroll is not acting in a fiduciary capacity for User or to its benefit. In addition, neither use of the Services nor anything contained in this Agreement relieves User of User’s obligations under federal or state laws or regulations to retain Payroll Information and records relating to, e.g., User’s use of the Services, Payroll Documents, or information about Personnel.

9. DISPUTE RESOLUTION.

9.1 The choice of law shall be the law of the United Arab Emirates, without regard to its conflict of laws provisions, the legal seat of the arbitration (detailed below) shall be Dubai, and the language of the arbitration shall be English.

9.2 Arbitration. Any dispute or Claim arising out of or in connection with this contract, including any question regarding its existence, validity, or termination, shall be referred to the Dubai International Arbitration Centre and finally resolved by binding arbitration under the DIAC Arbitration Rules in force on the date of the submission of the request for arbitration (“the Rules”), which such Rules incorporated by reference into this clause. The number of arbitrators, to be appointed in accordance with the Rules, shall be one. 

9.3 JURY TRIAL WAIVER. USER AND BLINKPAYROLL HEREBY KNOWINGLY, VOLUNTARILY, INTENTIONALLY, AND IRREVOCABLY WAIVE THE RIGHT TO A TRIAL BY JURY IN RESPECT TO ANY LITIGATION BASED HEREON OR RELATING TO THE SERVICES OR ANY OTHER DISPUTE OR CONTROVERSY BETWEEN THE PARTIES. FURTHER, USER AND BLINKPAYROLL HEREBY AGREE THAT ANY LITIGATION WILL PROCEED ON AN INDIVIDUAL BASIS AND WILL NOT PROCEED AS PART OF A CLASS ACTION.

9.4 Injunctive Relief. User acknowledges that any breach of this Agreement shall give rise to irreparable injury to BlinkPayroll which may not be adequately compensated by damages. Accordingly, BlinkPayroll may seek and obtain injunctive relief against the breach or threatened breach of the undertakings contained herein, in addition to any other legal remedies which may be available, without the requirement of posting bond. User further acknowledges and agrees that the covenants contained herein are necessary for the protection of BlinkPayroll's legitimate business interests and are reasonable in scope and content.

10. ELECTRONIC SIGNATURE.

By selecting the “I Accept” button or by otherwise using the Services, User signs this Agreement electronically and agrees that User’s electronic signature is the legal equivalent of its ink signature on this Agreement. By selecting “I Accept'' or by otherwise using the Services, User represents that it is authorized to enter into this Agreement, whether individually or on behalf of a third party, and User, including all associated and bound third parties, consents to be legally bound by the Agreement and its terms and conditions. User further agrees that its use of a keypad, mouse, or other device to select an item, button, icon, or similar act/action, or to otherwise provide BlinkPayroll with instructions electronically, or making any acceptance of any agreement, acknowledgement, consent terms, disclosures or conditions constitutes its signature (hereinafter referred to as “E-Signature”), acceptance, and agreement as if actually signed by User in writing. User also agrees that no certification authority or other third-party verification is necessary to validate its E-Signature and that the lack of such certification or third-party verification will not in any way affect the enforceability of its E-Signature or any resulting contract between User and BlinkPayroll.

11. GENERAL PROHIBITIONS

11.1 User explicitly agrees not to take any of the following actions:

(a) Post, upload, publish, submit, share, distribute, or transmit any User Content that: (i) User lacks the authority to post, upload, publish, submit, share, distribute, or transmit; (ii) infringes, misappropriates, or violates a third party’s patent, copyright, trademark, trade secret, moral rights, or other intellectual property rights, or rights of publicity or privacy; (iii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iv) is fraudulent, false, misleading, or deceptive; (v) is defamatory, indecent, obscene, pornographic, vulgar, or offensive; (vi) promotes discrimination, bigotry, racism, hatred, harassment, or harm against any individual or group; (vii) is violent or threatening or promotes violence or actions that are threatening to any person or entity; (viii) promotes illegal or harmful activities or substances; or (ix) contains software viruses, worms, defects, Trojans, adware, spyware, malware, or other similar computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware device;

(b) Use the Services other than as authorized in this Agreement;

(c) Resell, sublicense, timeshare, or otherwise share the Services with any third party;

(d) Display, mirror, or frame (i) the Site or the layout or design of any page on the site or form contained on a page; (ii) the Platform; (iii) the Services; or (iv) Content or any individual element within the Site, Platform, or Services, including BlinkPayroll’s name and any BlinkPayroll trademark, logo, or other proprietary information, in each case, without BlinkPayroll’s express prior written consent;

(e) Access, tamper with, or use non-public areas of the Platform, Services, BlinkPayroll’s computer systems, or the technical delivery systems of BlinkPayroll’s providers;

(f) Attempt to probe, scan, or test the vulnerability of any BlinkPayroll system or network or breach any security or authentication measures;

(g) Avoid, bypass, remove, deactivate, impair, descramble, or otherwise circumvent any technological measure implemented by BlinkPayroll or any of BlinkPayroll’s providers or any other third party (including another User) to protect the Platform, Services, or Content;

(h) Send any unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, chain letters, or other form of solicitation through the Platform or Services;

(i) Use the Platform, Services, or Content, or any portion thereof, (i) for any purpose other than User’s internal business purposes, or (ii) for the benefit of any third party or in any manner not permitted by this Agreement;

(j) Attempt to decipher, decompile, disassemble, reverse engineer, or otherwise attempt to derive any source code, or underlying ideas, or algorithms of any of the software used to provide the Platform, Services, or Content;

(k) Modify, translate, or otherwise create derivative works of any part of the Platform, Services, or Content other than User’s own User Content;

(l) Interfere with, or attempt to interfere with, the access of any User, host, or network, or use any device, software, or routine that is intended to damage, surreptitiously intercept, or expropriate any system, data, or communication, including, without limitation, by sending a virus, overloading, flooding, spamming, or mail-bombing the Platform or Services;

(m) Collect from or store on the Platform or Services any personally identifiable information or protected health information of Users or any other third party without such party's express permission;

(n) Impersonate or misrepresent User’s affiliation with any person or entity;

(o) Engage in any fraudulent, deceptive, or illegal practices or activities, or use the Services to directly or indirectly support any such practices or activities;

11.2 BlinkPayroll reserves the right to immediately remove any User Content BlinkPayroll reasonably believes to be in violation of Section 11.1(a) above, and take such other steps as it deems necessary for any material breaches of this Section 11 by User, including terminating this Agreement, suspending User’s use of the Platform and the Services, and notifying the relevant authorities. 

12. INDEMNIFICATION

12.1 User agrees to indemnify, defend, and hold BlinkPayroll and its agents, contractors, partners, and affiliates, including its and their respective directors, officers, employees, agents and contractors (each, an “Indemnified Party”), harmless against all Claims made by User or any other third party resulting from, arising out of, or related to BlinkPayroll’s or any other Indemnified Party’s provision of the Service, reliance on information and data furnished by User, or resulting from activities that BlinkPayroll or any other Indemnified Party undertakes at User’s request, or at the request of anyone BlinkPayroll or any other Indemnified Party believes in good faith to be an authorized agent of User, including, without limitation, costs, reasonable attorneys’ fees, and expert witnesses’ fees incurred in connection with such Claims. User agrees that neither BlinkPayroll nor any other Indemnified Party will be liable for any loss or damage caused by BlinkPayroll’ or any other Indemnified Party’s delay in furnishing the Services. 

12.2 Liability Cap. In no event will BlinkPayroll’, or any other Indemnified Party’s, liability for any act or omission relating to the Services exceed the total charge for services provided for the six (6) month period immediately preceding such act or omission by BlinkPayroll. 

12.3 CONSEQUENTIAL LOSS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL BLINKPAYROLL OR ANY OTHER INDEMNIFIED PARTY HAVE LIABILITY FOR ANY CONSEQUENTIAL, SPECIAL, PUNITIVE, OR INDIRECT LOSS, OR DAMAGES REGARDLESS OF WHETHER SUCH DAMAGES ARE BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER THEORY OR FORM OF ACTION OR WHETHER BLINKPAYROLL OR ANY OTHER INDEMNIFIED PARTY KNEW OR SHOULD HAVE KNOWN OF THE LIKELIHOOD OF SUCH DAMAGES IN ANY CIRCUMSTANCES. USER ACKNOWLEDGES THAT NEITHER BLINKPAYROLL NOR ANY OTHER INDEMNIFIED PARTY MAKES ANY WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICES, THE PLATFORM, THE SITE, THE SOFTWARE MATERIALS, THE ONLINE SERVICES, AND ANY EQUIPMENT OR SOFTWARE USED IN CONNECTION WITH THE SERVICEs, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF MERCHANTABILITY AND OF FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

13. GENERAL

13.1 Changes. BlinkPayroll reserves the right to change the terms, conditions, and Fees for the Services, these Terms of Service, and the Privacy Policy at any time and in its sole discretion. User is responsible for checking, and explicitly agrees to periodically check, the Agreement from time to time for any changes to the Agreement. BlinkPayroll will endeavor to, but shall not be obligated, provide thirty (30) days prior notice of any material change, including Fees. Notice may be provided in writing, electronically, or via the Platform. If User does not wish to be bound by such change, it may discontinue using and terminate the Services before the change becomes effective. If User continues to use the Services after the change becomes effective, it will be bound by the change. User has the responsibility to ensure that User’s address, including any electronic address(es), and account information in BlinkPayroll’s records is accurate. The timing of an advance notice of change may be shortened when permitted or required by law.

13.2 Entire Agreement. This Agreement contains the entire understanding between BlinkPayroll and User concerning the matters addressed herein.

13.3 No Waiver. No waiver on behalf of any party of any breach of the provisions of this Agreement shall be effective or binding upon such party unless the same shall be expressed in writing and any waiver so expressed shall not limit or affect such party’s rights with respect to any future breach of any of the provisions of this Agreement.  No failure on the part of any party to exercise, and no delay in exercising, any right under this Agreement shall operate as a waiver of such right.  No single or partial exercise of any such right shall preclude any other or further exercise of such right or the exercise of any other right.

13.4 Independent Contractors. BlinkPayroll is an independent contractor with respect to the provision of the Services. BlinkPayroll and User both specifically and expressly disclaim any intention to create a partnership or joint venture or to constitute any party as agent of the other. Nothing in the Agreement will result in a party being a partner of the other party nor impose any partnership obligations on any party. Additionally, nothing in the Agreement shall give User the ability to act on behalf of or bind BlinkPayroll.

13.5 Severability. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision.

13.6 No Third-Party Beneficiaries. Nothing in this Agreement is intended, nor will be deemed, to confer rights or remedies upon any person or legal entity not a party to this Agreement.

13.7 Assignment. User shall not assign this Agreement without the prior written consent of BlinkPayroll. The provisions of this Agreement shall inure to the benefit of, and be binding upon, the parties and their respective successors and permitted assigns. BlinkPayroll may assign this Agreement at any time in its sole discretion, including as a result of any sale, merger, consolidation, or asset sale with or to any third party.