1. Acceptance of These Terms

These Terms of Use (“Terms”) govern your access to and use of the websites, employer and employee portals, mobile applications, timekeeping kiosks, software, communications, and related products and services provided under the ChattaPay brand, collectively referred to as the “Services.”

ChattaPay Payroll & HR Services (“ChattaPay,” “we,” “our,” or “us”) is operated by Bayview Payroll Services LLC.

By accessing, registering for, or using any part of the Services, you acknowledge that you have read, understand, and agree to these Terms and our Privacy Policy.

If you are using the Services on behalf of a company or other organization, you represent that you have authority to accept these Terms on its behalf.

If you do not agree to these Terms, you may not use the Services.

2. Relationship to Client Agreements

These Terms apply generally to the use of our websites, software, portals, mobile applications, and Services.

Employers receiving payroll, tax, HR, timekeeping, benefits, or other paid services from ChattaPay may also be subject to a separate service agreement, proposal, order form, authorization, pricing schedule, payroll policy, or similar document collectively referred to as the “Client Agreement.”

If these Terms conflict with an applicable Client Agreement, the Client Agreement will control with respect to the conflicting provision.

These Terms do not create an employment, agency, partnership, joint venture, fiduciary, insurance, legal, accounting, or tax-advisory relationship between ChattaPay and any user.

3. Eligibility and Authorized Use

The Services are intended for:

Employers and authorized business representatives;
Employees and contractors whose employers provide access;
Applicants and other workforce participants;
Accountants, brokers, advisers, and authorized service providers; and
Other individuals who have been granted legitimate access.

You may use the Services only for lawful business, payroll, employment, benefits, timekeeping, HR, or related purposes.

You may not use the Services if you are prohibited from doing so under applicable law or if your access has been suspended or terminated.

4. Account Registration and User Information

Certain areas of the Services require an account.

You agree to:

Provide accurate, current, and complete information;
Maintain and promptly update your information;
Use only accounts and information you are authorized to access;
Comply with all identity-verification and authentication requirements; and
Notify ChattaPay or your employer promptly if account information is inaccurate or has changed.

Providing false, incomplete, misleading, or unauthorized information may result in delayed service, rejected transactions, suspended access, additional fees, or termination.

ChattaPay may rely on information submitted through an authenticated account as having been authorized by the applicable user or employer unless we receive timely notice of suspected unauthorized use.

5. Account Credentials and Security

You are responsible for safeguarding your username, password, authentication codes, devices, and other account credentials.

You agree that you will not:

Share credentials with unauthorized persons;
Permit another person to use your account improperly;
Attempt to access another user’s account;
Circumvent multi-factor authentication or other security controls; or
Leave an authenticated device or session accessible to unauthorized individuals.

You are responsible for activity performed through your account to the extent permitted by law.

You must immediately notify ChattaPay or your employer if you suspect:

Unauthorized account access;
Loss or theft of a device containing account access;
Disclosure of a password or authentication code;
Submission of unauthorized payroll instructions; or
Any other security incident.

ChattaPay may require a password reset, restrict functionality, suspend access, or take other protective action when we reasonably believe an account or the Services may be at risk.

6. Employer and Client Responsibilities

Employers and their authorized representatives are responsible for:

Providing complete, accurate, and timely company and employee information;
Confirming that they are authorized to submit the information provided;
Maintaining accurate employee, tax, deduction, banking, and payroll records;
Submitting payroll information by the required deadlines;
Reviewing payroll registers, reports, tax information, employee payments, and other output before approval;
Obtaining employee authorizations and legally required consents;
Maintaining sufficient available funds for payroll, taxes, garnishments, fees, and other obligations;
Informing ChattaPay promptly of changes to ownership, banking, tax accounts, employee status, work locations, pay rates, deductions, or other relevant information;
Complying with wage-and-hour, tax, employment, benefits, privacy, recordkeeping, and other applicable laws;
Maintaining internal controls over who may enter, change, review, and approve payroll; and
Keeping copies of records the employer is legally required to retain.

Employers remain responsible for employment decisions, wage calculations, employee classifications, time records, benefit eligibility decisions, tax positions, and the accuracy and legality of instructions submitted to ChattaPay.

ChattaPay may assist with administration and processing, but the employer retains responsibility for reviewing and approving its payroll and employment information.

7. Employee and Individual User Responsibilities

Employees and other individual users are responsible for:

Providing accurate information;
Reviewing pay statements, tax elections, direct-deposit details, time entries, PTO balances, and personal information;
Reporting errors promptly to their employer;
Using timekeeping, scheduling, onboarding, and other features honestly;
Protecting account credentials and devices; and
Following their employer’s policies and instructions.

Employees should generally contact their employer or human resources department regarding payroll corrections, employment records, tax withholding elections, benefits, PTO, scheduling, or other employer-controlled information.

ChattaPay may be unable to modify employer-controlled information without authorization from the employer.

8. Payroll Submission and Approval

ChattaPay processes payroll based on information, instructions, approvals, and authorizations supplied by the employer or its authorized users.

The employer is responsible for confirming the accuracy of:

Employee names and identifying information;
Hours, salaries, rates, commissions, bonuses, and reimbursements;
Earnings and deductions;
Tax withholding elections;
Direct-deposit and payment instructions;
Garnishments and support orders;
Benefit and retirement deductions;
Work locations and taxing jurisdictions;
Hire, termination, and employment-status information; and
Payroll dates and funding amounts.

Payroll is not considered approved until the required approval is provided through the method accepted by ChattaPay.

ChattaPay may establish submission, approval, funding, and correction deadlines. Information received after a deadline may be processed later, require an off-cycle payroll, incur additional fees, or affect the scheduled pay date.

ChattaPay may decline to process instructions that are incomplete, inconsistent, suspicious, unlawful, unauthorized, or received too late for reasonable processing.

9. Payroll Funding and Direct Deposit

Employers must maintain sufficient collected funds to cover:

Employee net pay;
Payroll taxes;
Garnishments;
Benefit and retirement contributions;
Service fees;
Returned transactions; and
Other authorized payroll-related amounts.

Banking and direct-deposit transactions are subject to financial-institution schedules, banking holidays, automated clearing house rules, risk controls, and processing deadlines.

Standard direct deposit may require advance processing before the pay date. Next-day or same-day processing, where available, may require additional approval, funding verification, and fees.

ChattaPay may:

Require earlier funding;
Require wire funding or cleared funds;
Place a payroll on hold;
Delay processing;
Reverse or attempt to recover an erroneous or unauthorized payment;
Suspend direct-deposit privileges; or
Decline to process payroll

when funds are unavailable, information is incomplete, activity appears unusual, or reasonable risk concerns exist.

The employer is responsible for bank fees, returned transactions, funding failures, rejected deposits, incorrect banking information, and costs arising from inaccurate or untimely instructions, except to the extent caused solely by ChattaPay’s proven error.

10. Payroll Taxes and Government Filings

When tax services are included, ChattaPay or its authorized service providers may assist with calculating, remitting, and filing payroll taxes based on information supplied by the employer.

The employer remains responsible for:

Providing accurate tax identification numbers and account information;
Timely completing powers of attorney and registrations;
Maintaining active federal, state, and local tax accounts;
Providing tax notices promptly;
Informing ChattaPay of new work locations or taxing jurisdictions;
Maintaining sufficient funds for tax payments;
Reviewing filings and tax reports; and
Cooperating with requests for information.

ChattaPay is not responsible for penalties, interest, rejected filings, delayed registrations, or other consequences caused by inaccurate information, missing tax accounts, employer delay, insufficient funding, agency action, or circumstances outside ChattaPay’s reasonable control.

If a notice results solely from a verified ChattaPay processing error, ChattaPay will review the matter and provide assistance consistent with the applicable Client Agreement.

11. Timekeeping, Scheduling, PTO, and Location Features

The Services may include timekeeping, scheduling, attendance, PTO, geolocation, geofencing, photo capture, kiosk, biometric-device integration, or related workforce features.

The employer is responsible for:

Determining which features are lawful and appropriate;
Providing any legally required notices;
Obtaining employee consents where required;
Establishing timekeeping and PTO policies;
Reviewing time entries and exceptions;
Correcting missed or inaccurate punches;
Approving hours before payroll; and
Complying with applicable wage, privacy, biometric, surveillance, and employment laws.

Location or device information may be collected only when applicable features are enabled and permissions are granted.

ChattaPay does not determine whether an employer’s timekeeping, attendance, scheduling, or monitoring practices comply with the laws applicable to that employer.

12. Benefits, Retirement Plans, Workers’ Compensation, and Other Integrations

Certain Services may transmit information to or receive information from insurance carriers, benefit providers, retirement-plan providers, workers’ compensation providers, accounting systems, timekeeping platforms, financial institutions, government agencies, or other third parties.

The employer is responsible for:

Selecting and authorizing its third-party providers;
Confirming eligibility, elections, rates, contributions, and coverage;
Reviewing transmitted data;
Reporting discrepancies promptly; and
Complying with the terms and legal requirements governing those services.

ChattaPay is not an insurance carrier, investment adviser, retirement-plan fiduciary, workers’ compensation carrier, medical provider, or benefits plan administrator unless expressly stated in a written agreement.

Third-party services are subject to their own contracts, terms, privacy policies, availability, and processing rules.

13. Background Screening

Background-screening services may be provided through authorized third-party providers.

Employers are responsible for complying with all applicable laws governing background checks, including required disclosures, authorizations, notices, permissible purposes, adverse-action procedures, and restrictions on the use of screening information.

ChattaPay does not make hiring, promotion, disciplinary, or termination decisions and does not provide legal advice regarding the use of background-screening results.

14. Electronic Signatures, Records, and Communications

By using the Services, you consent to conducting transactions electronically to the extent permitted by law.

Electronic actions may include:

Accepting terms;
Signing forms;
Approving payroll;
Authorizing transactions;
Receiving notices;
Submitting information;
Acknowledging policies; and
Communicating through email, portals, mobile applications, or other electronic methods.

You agree that an electronic signature, approval, acknowledgment, or authenticated submission may have the same effect as a handwritten signature or paper record, subject to applicable law and any required consent.

You are responsible for maintaining a current email address and contact information.

Unless prohibited by law, electronic notices are considered delivered when sent to the email address associated with the account, posted within the platform, or otherwise made available electronically.

Email and text communications may not always be encrypted. You should avoid sending Social Security numbers, banking details, passwords, or other highly sensitive information through unsecured communication methods unless specifically instructed to do so securely.

15. Artificial Intelligence and Automated Features

The Services may include automation, machine learning, artificial intelligence, intelligent agents, recommendations, summaries, alerts, or similar tools.

These features may assist with:

Organizing information;
Identifying incomplete or inconsistent data;
Supporting workflows;
Answering routine questions;
Generating reminders or recommendations;
Improving navigation or customer support; and
Detecting potentially unusual activity.

Automated output may be incomplete, inaccurate, or inappropriate for a particular situation and should be reviewed by an authorized person.

Artificial intelligence and automated features do not replace the employer’s responsibility to:

Review payroll;
Make employment decisions;
Confirm legal compliance;
Validate tax, benefits, and HR information; or
Obtain advice from qualified professionals.

Users may not rely solely on automated output for employment, payroll, legal, tax, medical, insurance, investment, or benefits decisions.

16. Informational Materials and No Professional Advice

Information available through the Services, including articles, calculators, alerts, summaries, compliance materials, artificial-intelligence output, payroll guidance, templates, and educational resources, is provided for general informational and administrative purposes.

Unless expressly agreed in writing, ChattaPay does not provide:

Legal advice;
Tax advice;
Accounting advice;
Investment advice;
Insurance advice;
Medical advice; or
Employment-law advice.

Information may not address every legal requirement or be appropriate for every business or jurisdiction.

Employers and users should consult their own attorney, accountant, tax adviser, insurance professional, benefits adviser, or other qualified professional regarding specific circumstances.

Use of the Services does not create an attorney-client, accountant-client, doctor-patient, investment-adviser, insurance-broker, or fiduciary relationship.

17. Forms, Templates, and Sample Documents

The Services may include sample policies, handbooks, offer letters, notices, forms, agreements, job descriptions, or other templates.

Templates are provided “as is” for general informational convenience and may not:

Meet the requirements of a particular state or locality;
Address the employer’s specific circumstances;
Include every required term or disclosure; or
Remain current after legal or regulatory changes.

Employers are responsible for reviewing templates and obtaining appropriate legal or professional advice before using them.

ChattaPay does not guarantee that any template is complete, compliant, or suitable for a particular purpose.

18. Acceptable Use

You may not use the Services to:

Violate any law or regulation;
Submit false, fraudulent, deceptive, or unauthorized information;
Process payroll for an unauthorized company or person;
Impersonate another user;
Access information without permission;
Interfere with the operation or security of the Services;
Introduce malware, viruses, malicious code, or harmful content;
Probe, scan, or test system vulnerabilities without written authorization;
Bypass security, authentication, or access controls;
Scrape, harvest, extract, or copy data through unauthorized automated means;
Reverse engineer, decompile, disassemble, or attempt to derive source code;
Use bots, scripts, automated tools, or software agents except through an approved integration;
Overload or disrupt system infrastructure;
Upload content that infringes intellectual-property, privacy, or other rights;
Use the Services to harass, discriminate, threaten, or harm another person;
Resell, sublicense, or commercially exploit the Services without authorization; or
Assist another person in any prohibited activity.

ChattaPay may investigate suspected misuse and cooperate with employers, service providers, financial institutions, regulators, or law enforcement when appropriate.

19. Third-Party Services and Links

The Services may contain links to or integrations with websites, applications, products, and services operated by third parties.

ChattaPay does not control and is not responsible for:

Third-party availability;
Accuracy or completeness;
Security or privacy practices;
Terms and policies;
Processing delays;
Fees;
Products or services; or
Content.

A link or integration does not necessarily constitute an endorsement.

Your use of third-party services is governed by the terms and privacy policies of those third parties.

20. Fees, Billing, and Price Changes

Employers agree to pay all fees and charges described in the applicable Client Agreement, pricing plan, order form, fee schedule, or other written notice.

Fees may include:

Base fees;
Per-employee or per-person fees;
Per-payroll fees;
Monthly recurring fees;
Annual or year-end fees;
Implementation fees;
Integration fees;
Delivery or check-processing fees;
Expedited-processing fees;
Correction, amendment, research, or professional-service fees;
Returned-payment or insufficient-funds fees; and
Other applicable charges.

Fees may be debited from an authorized bank account or invoiced using the agreed payment method.

ChattaPay may update pricing or fees by providing notice as required under the applicable Client Agreement or law.

Failure to pay amounts when due may result in late fees, suspension, collection activity, termination, or withholding of non-required Services.

The employer is responsible for reasonable collection costs to the extent permitted by law and the applicable agreement.

21. Service Availability and Changes

ChattaPay works to maintain reliable Services but does not guarantee uninterrupted or error-free availability.

Services may be unavailable or delayed because of:

Scheduled maintenance;
Software updates;
Internet or telecommunications failures;
Bank or payment-network interruptions;
Government-agency systems;
Third-party-provider outages;
Security events;
Natural disasters;
Labor disruptions;
Power failures;
Acts of government;
Cyberattacks; or
Other circumstances outside reasonable control.

ChattaPay may modify, update, replace, suspend, discontinue, or restrict a feature or Service.

When reasonably practicable, ChattaPay will provide advance notice of material changes affecting paid Services. Emergency, security, regulatory, or third-party-driven changes may occur without advance notice.

22. Suspension and Termination

ChattaPay may suspend, restrict, or terminate access when:

Fees or funding obligations are unpaid;
Required information or authorization is missing;
Fraud, misuse, or unlawful activity is suspected;
Security or financial risk exists;
These Terms or a Client Agreement has been violated;
Continued service could expose ChattaPay or others to liability;
A user is no longer authorized by the employer;
A third-party provider requires suspension; or
Suspension is otherwise permitted by law or agreement.

Employers may terminate Services according to the notice and payment obligations contained in their Client Agreement.

Termination does not eliminate obligations arising before termination, including outstanding fees, funding shortages, tax obligations, corrections, returns, indemnification, confidentiality, and record-retention responsibilities.

Certain provisions of these Terms will survive termination when their nature requires survival.

23. Privacy and Confidentiality

Use of personal information is governed by the ChattaPay Privacy Policy.

Employers and users must maintain the confidentiality of payroll, tax, employee, benefits, banking, and other sensitive information accessed through the Services.

Users may access and use confidential information only for authorized business purposes.

Nothing in these Terms limits any confidentiality, data-security, or privacy obligation contained in a Client Agreement, applicable law, or another binding agreement.

24. Intellectual Property

The Services and their contents—including software, platform design, text, graphics, logos, trademarks, icons, images, videos, reports, documentation, workflows, and other materials—are owned by or licensed to ChattaPay or its technology and content providers and are protected by intellectual-property laws.

Subject to these Terms and any Client Agreement, ChattaPay grants authorized users a limited, revocable, non-exclusive, non-transferable right to access and use the Services for their intended business or employment-related purposes.

No user may, without written permission:

Copy or reproduce protected materials except for authorized internal use;
Modify, distribute, sell, sublicense, or create derivative works;
Remove ownership, trademark, or copyright notices;
Use ChattaPay names, logos, or trademarks;
Access or use source code;
Reverse engineer the Services; or
Use the Services or content to develop a competing product.

Employers and users retain ownership of information they lawfully submit, subject to the rights reasonably necessary for ChattaPay and its providers to process that information and deliver the Services.

25. Feedback

If you provide suggestions, ideas, enhancement requests, or other feedback regarding the Services, you grant ChattaPay a worldwide, perpetual, irrevocable, royalty-free right to use that feedback for lawful business purposes without compensation or attribution.

This provision does not transfer ownership of confidential payroll or employee information.

26. Disclaimer of Warranties

To the fullest extent permitted by law, the Services are provided on an “as is” and “as available” basis.

ChattaPay disclaims all express and implied warranties not expressly stated in a written Client Agreement, including implied warranties of:

Merchantability;
Fitness for a particular purpose;
Title;
Non-infringement;
Accuracy;
Availability; and
Error-free operation.

ChattaPay does not warrant that:

The Services will always be uninterrupted, secure, or error-free;
Every error will be corrected;
Information or automated output will be complete or accurate;
The Services will satisfy every legal or regulatory requirement applicable to a user; or
Third-party services will remain available.

Some jurisdictions do not permit certain warranty exclusions, so portions of this section may not apply.

27. Limitation of Liability

To the fullest extent permitted by law, ChattaPay and its owners, officers, employees, affiliates, agents, licensors, technology providers, and service providers will not be liable for indirect, incidental, special, exemplary, punitive, or consequential damages, including:

Lost profits;
Lost revenue;
Lost business opportunities;
Loss of data;
Reputational harm;
Business interruption; or
Costs of replacement services

arising from or related to the Services, even if advised that such damages may occur.

ChattaPay is not responsible for losses caused by:

Inaccurate, incomplete, late, or unauthorized information;
Employer or user actions or omissions;
Insufficient funds;
Bank, payment-network, government-agency, or third-party failures;
Unauthorized account access resulting from compromised user credentials;
Employment decisions;
Use of templates or informational materials;
Reliance on automated or artificial-intelligence output;
Events outside ChattaPay’s reasonable control; or
Failure to follow instructions or review payroll output.

Except where prohibited by law or expressly stated otherwise in a Client Agreement, ChattaPay’s aggregate liability arising from the Services will not exceed the total service fees paid by the applicable client to ChattaPay during the three months immediately preceding the event giving rise to the claim.

This limitation does not apply to liabilities that cannot legally be excluded or limited.

28. Indemnification

To the fullest extent permitted by law, employers and business users agree to defend, indemnify, and hold harmless ChattaPay and its owners, officers, employees, affiliates, agents, licensors, technology providers, and service providers from claims, liabilities, penalties, assessments, damages, losses, judgments, and reasonable professional fees arising from or related to:

Inaccurate, incomplete, late, fraudulent, or unauthorized information or instructions;
The employer’s payroll, tax, wage, HR, benefits, timekeeping, or employment practices;
Insufficient payroll or tax funding;
Employment decisions or disputes;
Violation of law or third-party rights;
Unauthorized use of an account;
Misuse of the Services;
Content or information submitted by the employer or its users;
Failure to obtain required notices, consents, or authorizations; or
Breach of these Terms or an applicable Client Agreement.

This provision does not require indemnification for losses finally determined to have resulted solely from ChattaPay’s gross negligence, willful misconduct, or other liability that cannot lawfully be limited.

29. Force Majeure

ChattaPay will not be responsible for delay or failure caused by circumstances beyond its reasonable control, including:

Natural disasters;
Severe weather;
Fire;
Flood;
Epidemic or pandemic;
War;
Terrorism;
Civil unrest;
Labor disruptions;
Utility or telecommunications failures;
Cyberattacks;
Government actions;
Banking-system interruptions;
Payment-network failures;
Government-agency outages; or
Third-party service-provider failures.

ChattaPay will use commercially reasonable efforts to restore affected Services when practicable.

30. Governing Law and Venue

These Terms are governed by the laws of the State of Tennessee, without regard to conflict-of-law principles.

Unless a Client Agreement states otherwise, any legal proceeding arising from or relating to these Terms or the Services must be brought in a state or federal court having jurisdiction in Hamilton County, Tennessee.

Each party consents to the personal jurisdiction and venue of those courts.

31. Notices

ChattaPay may provide notices through:

Email;
The platform or mobile application;
The ChattaPay website;
An invoice or account communication;
Postal mail; or
Another reasonable electronic or written method.

Users are responsible for maintaining current contact information.

Notices to ChattaPay should be sent to:

ChattaPay Payroll & HR Services
1100 Market Street, Suite 616
Chattanooga, TN 37402

Email: moc.yapattahc%40ofni
Phone: (855) 954-2995

Formal legal notices may be subject to additional delivery requirements contained in an applicable Client Agreement.

32. Changes to These Terms

ChattaPay may update these Terms to reflect changes in the Services, technology, business operations, security practices, or legal requirements.

The revised Terms will be posted with an updated “Last Updated” date.

When changes are material, ChattaPay may provide additional notice through the Services, email, or another reasonable method.

Continued use of the Services after revised Terms become effective constitutes acceptance to the extent permitted by law.

Changes to a signed Client Agreement will be governed by that agreement rather than solely by this section.

33. Assignment

Users may not assign or transfer their rights or obligations under these Terms without ChattaPay’s written consent.

ChattaPay may assign these Terms in connection with a merger, acquisition, restructuring, sale of assets, change of control, or transfer of the Services, subject to applicable law and contractual obligations.

34. Severability

If any provision of these Terms is determined to be invalid, illegal, or unenforceable, that provision will be enforced to the maximum extent permitted or modified as necessary, and the remaining provisions will remain in effect.

35. No Waiver

Failure to enforce a provision of these Terms does not waive the right to enforce that provision or any other provision later.

A waiver is effective only when made in writing by an authorized ChattaPay representative.

36. Entire Agreement

These Terms, the Privacy Policy, and any applicable Client Agreement constitute the agreement governing the matters they address.

They supersede prior or contemporaneous communications concerning those same matters, except that a signed Client Agreement controls where expressly provided in Section 2.

37. Contact Us

Questions about these Terms may be directed to:

ChattaPay Payroll & HR Services
Operated by Bayview Payroll Services LLC
1100 Market Street, Suite 616
Chattanooga, TN 37402

Email: moc.yapattahc%40ofni
Phone: (855) 954-2995