Payroll Terms

Last updated: March 22, 2023

These Payroll Program Terms ("Payroll Terms"), together with the Expensify Terms of Service available at www.expensify.com/terms (the "Expensify Terms") (collectively, the "Payroll Agreement"), set forth the terms and conditions under which Expensify, agrees to provide to Corporate Members and Members certain payroll services and other related services (the "Payroll Service").

These Payroll Terms are "Program Terms" under the Expensify Terms. Capitalized terms used but not otherwise defined in these Payroll Terms shall have the meanings ascribed to such terms in the Expensify Terms. The Payroll Agreement is a legally binding agreement between Corporate Member and Expensify or Member and Expensify, as applicable. Corporate Member and Member are encouraged to read the Payroll Agreement carefully and to save a copy of it for their records. If you are agreeing to these Payroll Terms on behalf of a business or other legal entity, you must register to create an Account as an administrator or policy holder for the Corporate Member (a "Corporate Administrator"), and you represent and warrant that you have the authority to bind that Corporate Member to the Payroll Agreement, and your agreement to these terms will be treated as the agreement of such Corporate Member. In that event, any reference to "Member" (as defined in the Expensify Terms) herein, also refers to you as Corporate Administrator, and the Corporate Member or Member covered by that Corporate Policy, as applicable. By (i) clicking the applicable button to indicate Member's acceptance of the Payroll Agreement or (ii) accessing or using the Payroll Service, Member accepts the Payroll Agreement, and Member agrees, effective as of the date of such action, to be bound by the Payroll Agreement.

1. These Payroll Terms Are Part of and Are Governed by the Expensify Terms

These Payroll Terms are incorporated into the Expensify Terms. If the terms and conditions of these Payroll Terms conflict with the terms and conditions of the Expensify Terms, the terms and conditions of these Payroll Terms shall control with respect to the provision of the Payroll Service.

THE EXPENSIFY TERMS, AVAILABLE AT WWW.EXPENSIFY.COM/TERMS, CONTAIN IMPORTANT INFORMATION REGARDING LIMITATIONS OF LIABILITY, DISPUTE RESOLUTION PROCEDURES, COMMUNICATION ABOUT NEW FEATURES AND PRODUCTS, AND MODIFICATION OF TERMS. Please read the Expensify Terms carefully as they provide important information to you.

2. Expensify's Provision of the Payroll Service Is Governed by the Payroll Agreement

Subject to the terms and conditions of the Payroll Agreement, Expensify agrees to use reasonable efforts to provide Member with the Payroll Service in accordance with the Payroll Agreement.

3. Obligations Under the Expensify Terms

In addition to the obligations specified in these Payroll Terms, Member has certain obligations under the Expensify Terms, including but not limited to obligations to (i) designate a Corporate Administrator (if applicable); (ii) be responsible for actions taken under Member's Account; (iii) follow instructions that Expensify provides to Member with respect to the Payroll Service; (iv) provide accurate, timely, and complete information required for Expensify to perform the Payroll Service and maintain the accuracy and completeness of such information; (v) notify Expensify of third-party notices, such as Internal Revenue Service ("IRS") penalty notices, which could affect Expensify's ability to effectively provide the Payroll Service or which could increase the likelihood that a Claim is brought against Member or Expensify in connection with the Payroll Service; and (vi) refrain from taking certain prohibited actions, as described in further detail in Section 6 (Acceptable Use Policy and Content Standards) of the Expensify Terms.

4. Payroll Service

Provided that Member meets Member's payment obligations and complies with the terms of the Payroll Agreement, then as long as Member is eligible for and subscribed to the Payroll Service, Expensify will provide Member with the Payroll Service for the purposes of (i) calculating payroll and its associated liabilities for Member's business; (ii) processing payroll and making related 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. In performing the Payroll Service, including for each of the foregoing purposes, Expensify will rely on the information furnished by Member, Member's Corporate Administrators, or Member's Authorized Representatives, and Expensify is not responsible or liable for any errors resulting from such reliance, as further described in Section 7 (Liability Matters and Indemnification) of the Expensify Terms. Member may not use the Payroll Service on a professional basis for anyone other than Member.

Member may need to agree to additional terms and conditions and complete and sign additional forms or authorizations that Expensify provides to Member, as required by law or as otherwise necessary to provide the Payroll Service.

Prior to Member's initial payroll processing date, Member must submit the completed and executed documents Expensify requires for providing the Payroll Service (if not already provided to Expensify as part of another Expensify Service), including Member's payroll information (name, address, social security number) and bank account information, W-4 information, federal, state, and local tax identification numbers, any required federal, state, or local powers of attorney, and any additional information requested by Expensify. The Payroll Service provided will be based on and is dependent upon information provided to Expensify by Member (including proof of federal, state, and local tax identification numbers). Failure to provide the required documents may adversely impact Expensify's ability to perform the Payroll Service. Member is also responsible for: (i) depositing any federal, state, and local withholding liabilities incurred prior to enrolling in the Payroll Service; (ii) submitting any payroll returns to tax agencies (state, federal, and/or local) that were due for payroll tax liabilities incurred prior to enrolling in the Payroll Service; and (iii) canceling any prior payroll service or services of professional employee organizations/employee leasing companies.

In performing the Payroll Service, Member acknowledges and agrees that (i) Expensify is not acting in a fiduciary capacity for Member and/or Member's business; (ii) using the Payroll Service does not relieve Member of Member's obligations under local, state, or federal laws or regulations to retain records relating to Member's data contained in Expensify's files; and (iii) any information that Expensify provides in connection with the Payroll Service is for informational purposes only and should not be construed by Member as legal, tax, or accounting advice.

5. Payroll Account Enrollment

In order to enroll in Expensify's Payroll Service, any Member or, if applicable, Member's Corporate Administrator or authorized representative ("Authorized Representative") may reach out to Expensify's Concierge and request to have the Payroll Service added to its Account. Once requested, Expensify will confirm that the Member is eligible to enroll in the Payroll Service. Thereafter, Member or, if applicable, Member's Corporate Administrator or Authorized Representative shall submit the Payroll Information (as defined below), thereby authorizing Expensify to create and transmit credit or debit "Entries", as such term is defined in the ACH Terms, as necessary to process Member's payroll and payroll tax transactions. Depending on their designation and the permissions given by such Member, the Corporate Administrator will be authorized to access the Payroll Service and will have the authority to input information and access, review, modify, and/or provide approvals on Member's behalf.

6. Payroll Information

Expensify will notify Member via electronic communication or by other means when all information necessary to begin the Payroll Service has been received and the enrollment process for the Payroll Service has been completed. Member shall then, prior to submitting Member's first payroll, review the Payroll Information for completeness and accuracy. For the purposes of the Payroll Agreement, "Payroll Information" shall mean any information provided to Expensify in connection with the Payroll Service, including but not limited to information provided by Member, Corporate Administrator, Authorized Representatives, Member's employees, or Member's independent contractors, and all information posted in connection with the Payroll Service for Member's review on the Platform or otherwise requested for review by Expensify, such as the information used to calculate and pay employee payroll, track Member's defined employee benefits, pay payroll taxes to applicable taxing agencies (including Member's employer identification number(s), unemployment insurance tax rates, and employment tax deposit schedule), produce payroll tax returns and W-2 statements, and print checks on Member's Account (if applicable). Member must correct or provide, respectively, any incorrect or missing Payroll Information, either through the Platform or by notifying Expensify in the manner specified in the applicable electronic communication received by Member and within the time period specified therein. Member is fully responsible for the accuracy of all information Member provides, submits, and/or approves (whether provided directly or through Member's Corporate Administrators or Authorized Representatives), and Member is solely responsible for any claims, including but not limited to IRS penalties and/or interest, and other penalties and/or interest arising from the failure to timely provide and maintain accurate and complete Payroll Information at all times.

Member agrees that by submitting each payroll (including the first payroll): (i) Member approves all Payroll Information; (ii) Member represents and warrants to Expensify that no Payroll Information submitted to Expensify 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; (iii) Member waives and releases any Claim against Expensify arising out of any errors or omissions in the Payroll Information which Member has not corrected (whether directly or through Member's Corporate Administrator or Authorized Representatives) or has not requested Expensify to correct; and (iv) Member acknowledges that any subsequent request for corrections will be considered special handling, and additional fees may be charged. Final responsibility for any audits or assessments rests with Member. Expensify will not have any responsibility for verifying the accuracy of any data Member provides via the Expensify Platform or via any other method.

Member acknowledges, agrees, and understands that (i) any information or instructions (including but not limited to Payroll Information and Entries) communicated to Expensify by Member, a Corporate Administrator, or an Authorized Representative (or anyone that Expensify reasonably believes to be Member, a Corporate Administrator, or an Authorized Representative) will be deemed fully authorized by Member, and Member shall be fully responsible for the accuracy of such information and instructions, and any claims, including but not limited to any IRS penalties and/or interest or other penalties and/or interest arising therefrom; and (ii) notwithstanding such deemed authorization, Expensify may in its sole discretion refuse to accept or act upon any such instructions.

In addition, Member, whether directly or through its Corporate Administrators, or Authorized Representative, is responsible for reviewing any reports, filings, information, documents or materials (collectively, the "Materials") posted to the Site by Expensify (or otherwise made available to Member by Expensify) for Member's review, and Member or its Corporate Administrator, or Authorized Representative must notify Expensify of any inaccuracies in the Materials as soon as possible, or within the time period specified in communications received from Expensify.

Expensify, its employees, and agents will only collect, use, and disclose data furnished by Member or produced by Expensify under this Agreement in accordance with Expensify's Privacy Policy.

7. Payroll Authorizations

Expensify will use reasonable efforts to verify that anyone providing an instruction to approve, release, cancel, or amend the Payroll Information used to create Entries (each, a "Payment Order") to be originated by Expensify is either Member, a Corporate Administrator, or an Authorized Representative. Expensify does not verify or review Payment Orders for the purpose of detecting any errors; it is Member's responsibility to verify the accuracy of Payment Orders. Member will be bound by any Payment Order that is received by Expensify in compliance with this designated authorization procedure, and Member shall indemnify and hold Expensify and the other Indemnified Parties harmless from and against any claims arising from the execution of a Payment Order in good faith and in compliance with such procedures.

If a Payment Order describes the payee inconsistently by name and account number, (i) payment may be made on the basis of the account number even if Member identifies a person different from the named payee; or (ii) Expensify may, in its sole discretion, refuse to accept or may return the Payment Order. If a Payment Order describes a participating financial institution inconsistently by name and identification number, the identification number may be relied upon as the proper identification of the financial institution. If a Payment Order identifies a non-existent or unidentifiable person or account as the payee or the payee's account, Expensify may, in its sole discretion, refuse to accept or may return the Payment Order.

8. Bank Account Debiting and Crediting

On or prior to Member's payroll direct deposit and/or payroll tax deposit date or other applicable settlement or due date, Member authorizes Expensify to initiate debit Entries to the Bank Account at the depository financial institution indicated by the routing number associated with the Bank Account that Member provides to Expensify (the "Bank"), and to debit the Bank Account in such amounts as are necessary to (i) fund Member's direct deposits; (ii) pay any fees or charges associated with the Payroll Service, including, without limitation, finance charges; (iii) pay Member's payroll taxes; (iv) pay any debit, correcting, or reversing Entry initiated pursuant to the Payroll Agreement which is later returned to Expensify; (v) verify the Bank Account through a test deposit or debit authorization; and (vi) pay any other amount that is owing under the Payroll Agreement or in connection with the Payroll Service. Member also authorizes Expensify to initiate credit Entries to the Bank Account in the event that Expensify is required to return Unpaid Funds to Member, as described in Section 15 of these Payroll Terms. These authorizations are to remain in full force and effect until Expensify has received written notice from Member of termination of any such authorizations in such time and such manner as to afford Expensify and the Bank a reasonable opportunity to act upon such notice. Expensify is not responsible for determining whether the bank accounts of any payors or payees have deposit or withdrawal restrictions.

Member acknowledges that the origination of Automated Clearing House ("ACH") transactions to the Payroll Account (as defined below) and the transmission of funds via ACH transactions to the payee'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") and are subject to Expensify's ACH Terms available at www.expensify.com/achterms, and which are incorporated into the Expensify Terms (the "ACH Terms").

9. Requirements for Bank Account Funds

Member will maintain in the Bank Account, as of the applicable payroll direct deposit date, payroll tax deposit date, or other settlement or due date and time, immediately available funds sufficient to cover all disbursements, fees, payroll taxes or any other amounts due (collectively, the "Amounts Due") under the Payroll Agreement. Member's obligation to have sufficient funds in the Bank Account to cover the Amounts Due matures at the time Expensify originates the applicable Entries for the Amounts Due and is unaffected by termination of the Payroll Service. Expensify may set off any amounts Member owes to it against any amounts it owes to Member in order for Expensify to obtain payment of Member's obligations as set forth in the Payroll Agreement.

If Member does not have sufficient funds in the Bank Account to pay the Amounts Due at the time required, or if Member refuses to pay the Amounts Due, then Expensify will not be able to pay out the Amounts Due to the applicable parties and will not be liable for any consequences or claims directly or indirectly arising from such failure to pay, and Expensify may (i) debit the Bank Account or any other account owned in whole or in part by Member to pay disbursements, fees or charges, payroll taxes, or other amounts due; (ii) refuse to pay any unremitted payroll taxes to the applicable tax agencies, in which case the payroll tax liability will become Member's sole responsibility; (iii) refuse to perform further services; and/or (iv) immediately terminate the Payroll Agreement. For any amounts due and unpaid, Expensify may assess finance charges on such amounts and recover certain fees and costs of collection associated with such amounts in accordance with the Expensify Terms.

10. Certain Member Agreements and Acknowledgments

Amounts withdrawn from the Bank Account for payroll direct deposits and payroll taxes ("Payroll Funds") will be held by Expensify in interest bearing accounts at Expensify's financial institutions (collectively, the "Payroll Account") until such time as those payments are due to Member's employees and/or independent contractors and the appropriate taxing agencies, but no interest will be paid to Member on these amounts. Member acknowledges that Expensify, in its own capacity, is entitled to retain all income and gains derived from or realized from such any interest on the Payroll Funds in accordance with its investment guidelines established from time to time, and is not accountable to Member, Member's employees, or any other person for such income or gains. To the extent Expensify receives the Payroll Funds, Expensify shall indemnify and hold Member harmless from and against any loss of any portion of the principal amount of the Payroll Funds (including any losses of principal resulting from the investment of the Payroll Funds) caused by Expensify while holding the funds in its Payroll Account. If Expensify incurs losses on the investment of the Payroll Funds or uses the Payroll Funds for any other purpose, Expensify will make the required payroll direct deposits and payroll tax deposits on Member's behalf by using Expensify's own funds or other assets. Member acknowledges that no state or federal agency monitors or assumes any responsibility for Expensify's financial solvency.

Expensify uses a third party, Symmetry, to calculate applicable payroll taxes in accordance with state requirements; however, due to differences in computational methods (e.g., rounding), it is possible that Symmetry's computation of Member's applicable taxes may deviate in a fractional manner from the amount charged by an applicable taxing authority (typically a difference of less than $0.10 per taxing authority per payroll). Sometimes, this will result in Expensify withdrawing slightly less than what ultimately is required to be remitted to the applicable taxing authority. In this case, Member agrees that Symmetry's computation is correct, but Expensify will cover the difference on Member's behalf and will not seek additional funds from Member. Sometimes, this will result in Expensify withdrawing slightly more than what ultimately is required to be remitted to the applicable taxing authority. In this case, Member agrees that Symmetry's computation is correct, and that Member is not entitled to a refund of or credit for the excess funds.

In the event that Expensify erroneously credits an amount to the Bank Account in excess of the amount that should have been credited (the "Excess Credit Amount"), if any, then Member shall promptly notify Expensify as soon as it becomes aware of such erroneous credit. Member authorizes Expensify to debit any Excess Credit Amounts from the Bank Account, and if the Bank Account contains insufficient funds to cover the Excess Credit Amount, Member agrees to promptly refund the Excess Credit Amount to Expensify through other payment methods that Expensify may deem acceptable at its sole discretion.

11. ACH Origination

The Payroll Service will enable Member to enter the Payroll Information and to approve and submit it to Expensify for creation, formatting, and transmission of Entries in accordance with the NACHA Rules, the UCC, and the ACH Terms. Expensify may reject any Payroll Information which does not comply with the requirements in the Payroll Agreement. Expensify may reject any Entry in accordance with the ACH Terms, or with respect to which the Bank Account does not contain sufficient available funds to complete the transaction set forth in the Entry. If any Payroll Information is rejected, Expensify will make a reasonable effort to notify Member promptly so that Member may correct such Payroll Information and resubmit it. A notice of rejection of Payroll Information (each, a "Rejection Notice") will be effective when given and may be delivered through any means, including via email or through Member's Account.

Expensify will have no liability to Member for (i) the rejection of any Payroll Information or Entry or any claims directly or indirectly arising therefrom; or (ii) any delay in providing, or any failure to provide, Member with a Rejection Notice, or any claims arising directly or indirectly therefrom. If Member requests that Expensify correct any Payroll Information or Entries on Member's behalf, Expensify may attempt to do so; provided, however, that Expensify is not obligated to make any requested correction, and Expensify is not liable for any claims or other consequences that may directly or indirectly result from Expensify's attempt to correct, or failure to correct, such Payroll Information or Entries.

Payroll Information that has been approved by a Corporate Administrator and submitted to Expensify for the purposes of initiating a payroll-related transaction (such action, to "Submit," and Payroll Information that has been submitted in the foregoing manner, "Submitted Payroll Information") shall constitute Instructions under the ACH Terms.

12. Payroll Processing Schedule

Expensify will process the Submitted Payroll Information and Entries in accordance with Expensify's then-current processing schedule applicable to Member, as set forth in the ACH Terms.

13. ACH Transactions and Entries

Origination, receipt, return, adjustment, correction, cancellation, amendment, and transmission of Entries must be in accordance with the NACHA Rules, and, with respect to credit Entries which constitute Payment Orders, the UCC, as both are varied by this Agreement, along with the ACH Terms. Member acknowledges that Member has had an opportunity to review, and agrees to comply with, and be bound by, the NACHA Rules, the UCC and the ACH Terms.

Under the NACHA Rules, which are applicable to ACH transactions involving Member's Account, Expensify is not required to give next day notice to Member of receipt of an ACH item and Expensify will not do so. However, Expensify will continue to inform Member of the receipt of payments in the periodic Bank Account transaction history report that Expensify makes available to Member in Member's Account. Member acknowledges and understands that while Member may not be notified via email of every Bank Account transaction initiated by Expensify in connection with the Payroll Service, Member may view its Bank Account transaction information in Member's Account.

14. Taxes; Liability

In order to use the Payroll Service, Member must submit accurate wage and payroll information to Expensify during and after the enrollment process. Expensify will not be liable for any penalty, interest, or other Claim that results from inaccurate or incomplete information that Member, a Corporate Administrator, or an Authorized Representative supplies. Expensify shall only file tax returns on Member's behalf once Member has processed Member's payroll through the Expensify Platform and the payroll has been paid out to the payees. Member shall timely and accurately update all wage and payroll information as necessary to reflect changes and respond with additional information, as may be requested from time to time by Expensify. It is Member's responsibility to submit complete, timely, and accurate information to Expensify in connection with the Payroll Service. Any penalty or interest incurred, or any other Claim that arises, due to inaccurate or incomplete information provided by Member will be Member's sole responsibility. Member further agrees to hold Expensify harmless from such liability. Expensify, at its option, may decide not to file Member's payroll tax returns, pay Member's payroll taxes, or otherwise process Member's payroll if there are any unresolved problems with any information requested by Expensify or submitted by Member, a Corporate Administrator, or an Authorized Representative. Expensify's sole liability and Member's sole remedy for Expensify's negligent failure to perform the payroll tax portion of the Payroll Service shall be as follows: (i) Expensify will remit the payroll taxes received from Member to the appropriate taxing authority; and (ii) Expensify will reimburse Member or pay directly to the appropriate taxing authority any penalties resulting from such negligent error or omission by Expensify, provided that Member must use reasonable efforts to mitigate any penalties or losses resulting from such negligent error or omission by Expensify.

Important Tax Information: Even though Member has authorized a third party, such as Expensify, to file payroll tax returns and make payroll tax payments, ultimately, Member is held responsible by taxing authorities for the timely filing of employment tax returns and the timely payment of employment taxes for Member's employees. Expensify and the IRS recommend that Member enroll in the U.S. Treasury Department's Electronic Federal Tax Payment System ("EFTPS"), to monitor Member's IRS account and ensure that timely tax payments are being made for Member. Member may enroll in the EFTPS online at www.eftps.gov, or by calling (800) 555-4477 for an enrollment form. State tax authorities generally offer similar means to verify tax payments. Member should contact the appropriate state offices directly for details. The Payroll Service may not be available in all states.

15. Failed Direct Deposits

In the event that a direct deposit payroll payment fails to be paid to the payee and Expensify cannot ultimately successfully make a payment on Member's behalf to the payee, and the funds are returned to Expensify ("Unpaid Funds"), Expensify will notify Member of such Unpaid Funds and provide Member with the appropriate details related to those funds. In addition, Expensify will return the Unpaid Funds to Member in accordance with Section 8 of these Payroll Terms. Member, not Expensify, is required to contact payees and/or otherwise resolve the Unpaid Funds. Member acknowledges that Member is responsible for complying with all applicable state unclaimed or abandoned property laws related to Unpaid Funds, and Member hereby expressly releases Expensify from all liability and claims directly or indirectly arising from state unclaimed or abandoned property laws, including any applicable penalties and/or interest. Expensify shall have no obligation to defend or otherwise indemnify Member in the event of an audit, examination, assessment, or other enforcement action by a state related to the Unpaid Funds under its unclaimed or abandoned property laws. Member may update the required wage and payroll information as necessary to reflect any necessary changes in accordance with the provisions of these Payroll Terms to allow Expensify to re-perform the direct deposit payroll payment on Member's behalf.

16. Effect of Termination of the Payroll Service

Member acknowledges and understands that if Member terminates the Payroll Service through Member's Account or Expensify terminates the Payroll Service pursuant to the Term and Termination Section of the Expensify Terms, then such termination may not be reversible. In the event that Member or Expensify terminates Member's Payroll Service, then as of the time of such termination, Expensify will have no obligation to make further payroll tax filings on Member's behalf. Notwithstanding the foregoing, if Member or Expensify terminates the Payroll Service, Member will be asked to make specific elections regarding whether it would like Expensify to make certain final payroll tax filings (such filings, the "Final Payroll Tax Filings") on Member's behalf following such termination of the Payroll Service (such elections, the "Post-Termination Filing Elections"). If Member does not provide Expensify with its Post-Termination Filing Elections promptly following termination of the Payroll Service, then Member authorizes Expensify to make the Post-Termination Filing Elections for Member on Member's behalf (the "Expensify Selections"). Member acknowledges and agrees that Expensify may rely on Member's Post-Termination Filing Elections and the Expensify Selections, and Expensify is not responsible or liable for (i) any consequences or claims arising (directly or indirectly) from such reliance; or (ii) any resulting errors, or any consequences or claims arising (directly or indirectly) from any resulting errors, in the Final Payroll Tax Filings.

17. Consent to Share Certain Employee and Independent Contractor Information with Employer

Member acknowledges and understands that in providing the Payroll Service, Expensify acts as an intermediary between employers and their employees and/or independent contractors. If Member is a full-time exempt employee or independent contractor, then Member hereby authorizes Expensify to share with Member's employer any information that Member has provided to Expensify in connection with the Payroll Service.