WEBSITE TERMS OF USE
Last Modified: June 1, 2026

Acceptance of the Terms of Use
These terms of use are entered into by and between you and Highland Talent Payments, Inc. (“HTP,” “Company,” “we,” or “us”). The following terms and conditions, together with any documents they expressly incorporate by reference (collectively, “Terms of Use”), govern your access to and use of the HTP website, including any content, functionality, and services offered on or through the website (the “Website”), as well as any payroll or payment processing and related services accessible through the Website. Please read the Terms of Use carefully before you start to use the Website. By using the Website, you accept and agree to be bound and abide by these Terms of Use and our Privacy Policy, incorporated herein by reference. If you do not want to agree to these Terms of Use or the Privacy Policy, you must not access or use the Website.

This Website is offered and available to users who are 18 years of age or older and who are authorized representatives of businesses or organizations seeking payroll or payment processing related services. By using this Website, you represent and warrant that you are of legal age to form a binding contract with the Company, that you have the authority to bind your organization to these Terms of Use, and that you meet all of the foregoing eligibility requirements. If you do not meet all of these requirements, you must not access or use the Website.

Changes to the Terms of Use
We may revise and update these Terms of Use from time to time in our sole discretion. All changes are effective immediately when we post them and apply to all access to and use of the Website thereafter. Your continued use of the Website following the posting of revised Terms of Use means that you accept and agree to the changes. You are expected to check this page from time to time so you are aware of any changes, as they are binding on you.

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

You are responsible for making all arrangements necessary for you to have access to the Website and ensuring that all persons who access the Website through your internet connection are aware of these Terms of Use and comply with them.

To access the Website or some of the resources it offers, you may be asked to provide certain registration details or other information, including business information, tax identification numbers, and banking details necessary for payroll or payment processing services. It is a condition of your use of the Website that all the information you provide on the Website is correct, current, and complete. You agree that all information you provide to register with this Website or otherwise, including through the use of any interactive features on the Website, is governed by our Privacy Policy, and you consent to all actions we take with respect to your information consistent with our Privacy Policy.

If you choose, or are provided with, a username, password, or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your account is personal to you and your company and agree not to provide any other person with access to this Website or portions of it using your username, password, or other security information, except to authorized users you designate in accordance with these Terms of Use. You agree to notify us immediately of any unauthorized access to or use of your username or password or any other breach of security. Given the sensitive nature of payroll and financial information accessible through your account, you acknowledge that unauthorized access could result in significant harm, and you agree to take all reasonable precautions to protect your login credentials. We have the right to disable any username, password, or other identifier, whether chosen by you or provided by us, at any time in our sole discretion, including if, in our opinion, you have violated any provision of these Terms of Use.

Intellectual Property Rights
The Website and its entire contents, features, and functionality (including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof), as well as all payroll and payment processing systems, algorithms, reports, and related materials, are owned by the Company, its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.

These Terms of Use permit you to use the Website for your commercial use only. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on our Website, except as follows: if you are a client you may download reports and other data available in the Client Portal or through other means we provide to you; your computer may temporarily store copies of such materials in RAM incidental to your accessing and viewing those materials; you may store files that are automatically cached by your Web browser for display enhancement purposes; and you may print one copy of a reasonable number of pages of the Website for your own personal, non-commercial use and not for further reproduction, publication, or distribution.

You must not modify copies of any materials from this site, delete or alter any copyright, trademark, or other proprietary rights notices from copies of materials from this site, or access or use for any commercial purposes any part of the Website or any services or materials available through the Website, except for HTP client use in connection with the intended purpose pursuant to an executed services agreement between HTP and your company. If you print, copy, modify, download, or otherwise use or provide any other person with access to any part of the Website in breach of the Terms of Use, your right to use the Website will stop immediately and you must, at our option, return or destroy any copies of the materials you have made. No right, title, or interest in or to the Website or any content on the Website is transferred to you, and all rights not expressly granted are reserved by the Company. Any use of the Website not expressly permitted by these Terms of Use is a breach of these Terms of Use and may violate copyright, trademark, and other laws.

Trademarks
The HTP name, the HTP logo, and all related names, logos, product and service names, designs, and slogans are trademarks of the Company or its affiliates or licensors. You must not use such marks without the prior written permission of the Company. All other names, logos, product and service names, designs, and slogans on this Website are the trademarks of their respective owners. These Terms of Use do not grant or imply any rights to any HTP trademark, trade name, or logo.

Prohibited Uses
You may use the Website only for lawful purposes and in accordance with these Terms of Use. You agree not to use the Website: in any way that violates any applicable federal, state, local, or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries, employment and labor laws, tax laws, or data privacy regulations); for the purpose of exploiting, harming, or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information, or otherwise; to send, knowingly receive, upload, download, use, or re-use any material that does not comply with the Content Standards set out in these Terms of Use; to transmit, or procure the sending of, any advertising or promotional material without our prior written consent, including any “junk mail,” “chain letter,” “spam,” or any other similar solicitation; to impersonate or attempt to impersonate the Company, a Company employee, another user, or any other person or entity; to submit false, fraudulent, or misleading payroll information, tax data, or payment instructions; or to engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Website, or which, as determined by us, may harm the Company or users of the Website, or expose them to liability.

Additionally, you agree not to: use the Website in any manner that could disable, overburden, damage, or impair the site or interfere with any other party’s use of the Website; use any robot, spider, or other automatic device, process, or means to access the Website for any purpose, including monitoring or copying any of the material on the Website; use any manual process to monitor or copy any of the material on the Website, or for any other purpose not expressly authorized in these Terms of Use, without our prior written consent; use any device, software, or routine that interferes with the proper working of the Website; introduce any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful; attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Website, the server on which the Website is stored, or any server, computer, or database connected to the Website; attack the Website via a denial-of-service attack or a distributed denial-of-service attack; or otherwise attempt to interfere with the proper working of the Website.

Client Portal Terms of Use
In addition to the general terms applicable to the Website, the following terms and conditions govern your access to and use of HTP’s client login portal (the “Client Portal”). The Client Portal is a secure, password-protected area of the Website that allows authorized clients to access payroll and payment-related reports and records, review payment information, authorize payroll and other payment processing, and access other account services. By accessing or using the Client Portal, you agree to be bound by these additional terms.

Client Portal Account Registration and Access
To access the Client Portal, you must register for an account by providing accurate, current, and complete information as requested during the registration process. You are responsible for maintaining the accuracy and completeness of your account information and for promptly updating such information as necessary. You agree to keep your login credentials, including your username and password, confidential and secure. You are solely responsible for all activities that occur under your account, whether or not authorized by you, including any payroll and payment processing-related instructions submitted through the Client Portal. You must notify us immediately at the contact information provided in this Terms of Use if you become aware of any unauthorized use of your account or any other breach of security. We reserve the right to suspend or terminate your access to the Client Portal at any time, without notice, if we suspect any unauthorized access or use of your account.

Payment Processing
The Client Portal allows you to submit payroll and payment processing-related instructions, view payment processing history, and manage billing information for HTP’s services, among other features. By using the payroll and payment features of the Client Portal, you authorize HTP to make such payments and shall be liable for the amount of such payments, any applicable payroll taxes, benefit plan contributions and service fees in accordance with your payroll and payment instructions and our service agreement. We are not responsible for any fees, charges, penalties, or failed transactions resulting from insufficient funds, inaccurate banking information, or errors in payment instructions submitted by you. All transactions are subject to verification and applicable banking rules. We reserve the right to delay, refuse, or reverse any transaction for any reason, including suspected fraud, payment delinquency, insufficient funds, or unauthorized activity.

Account Information and Data Accuracy
The Client Portal provides access to certain payroll and payment processing-related information, including but not limited to payroll and payment records, employee wage data, payment histories, and other payroll-related data. While we strive to ensure the accuracy of the information displayed in the Client Portal, we do not guarantee that such information is complete, current, or error-free at all times. You are responsible for reviewing your payroll and payment records and employee and payee information, regularly and for promptly notifying us of any discrepancies or errors. You acknowledge that payroll and payment processing-related data displayed in the Client Portal is based on information you have provided to us, and the accuracy of such data depends on the accuracy of the information you submit. Your use of payroll and other account information obtained through the Client Portal is at your own risk, and we disclaim any liability arising from your reliance on such information or from errors in information you have provided.

Authorized Users
If you are accessing the Client Portal on behalf of a business, organization, or other entity, you represent and warrant that you have the authority to bind such entity to these Terms of Use and to submit payroll and payment instructions and access employee payroll and payee information on behalf of such entity. You may authorize additional users to access the Client Portal, provided that you are responsible for ensuring that all authorized users comply with these Terms of Use and for designating appropriate access levels and permissions for each authorized user. You remain fully responsible for all actions taken by authorized users under your account, including payroll and payment authorizations, and changes to employee, payee, or banking information, and any breach of these Terms of Use by an authorized user shall be deemed a breach by you.

Client Portal Availability
We will use commercially reasonable efforts to make the Client Portal available for access; however, we do not guarantee that the Client Portal will be available at all times or without interruption. The Client Portal may be unavailable due to scheduled maintenance, system updates, technical issues, or circumstances beyond our control. We reserve the right to modify, suspend, or discontinue the Client Portal, or any features or functionality thereof, at any time without notice or liability to you.

Prohibited Client Portal Activities
In addition to the prohibited uses set forth elsewhere in these Terms of Use, you agree not to: (a) access or attempt to access any account, payroll and payment records, or employee information other than your own; (b) use the Client Portal to conduct any fraudulent, illegal, or unauthorized transactions, including submitting false payroll or payment information or unauthorized payment instructions; (c) share your login credentials with any other person; (d) use automated means, including bots, scripts, or other automated tools, to access the Client Portal; (e) attempt to circumvent, disable, or interfere with any security features of the Client Portal; (f) use the Client Portal in any manner that could damage, disable, overburden, or impair the Client Portal or interfere with any other party’s use of the Client Portal; or (g) use the Client Portal to access, collect, or misuse any employee or payee personal information, wage data, or tax information for purposes other than legitimate payroll, payment processing and employment purposes.

Payroll Data and Employee Information
You acknowledge that you are responsible for the accuracy, completeness, and legality of all employee and payee data, payroll-related information, and other information you submit through the Client Portal or other file sharing mechanisms used to share information with HTP. You represent and warrant that you have obtained all necessary consents and authorizations from your employees and payees to provide their personal information, including Social Security numbers, banking information, and wage data, to HTP for payroll and payment processing purposes. You agree to comply with all applicable federal, state, and local laws and regulations regarding the collection, use, and protection of employee information, including but not limited to employment, tax, and data privacy laws. HTP is not responsible for any errors, penalties, or liabilities arising from inaccurate, incomplete, or untimely information you provide. In addition to the above, you remain solely responsible for the accuracy of all payee and employee-related information, including employee withholding elections, tax identification numbers, and jurisdiction information. You acknowledge that HTP’s ability to make payments and file accurate and timely tax returns depends on your timely submission of accurate payroll information. HTP is not responsible for any penalties, interest, or other liabilities resulting from inaccurate information you provide, late submission of payroll data, or insufficient funds for payments.

Reliance on Information Posted
The information presented on or through the Website is made available solely for general information purposes and does not constitute tax, legal, or financial advice. We do not warrant the accuracy, completeness, or usefulness of this information. Any reliance you place on such information is strictly at your own risk. You should consult with qualified professionals regarding specific tax, legal, or financial matters. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Website, or by anyone who may be informed of any of its contents.

Information About You and Your Visits to the Website
All information we collect on this Website is subject to our Privacy Policy. By using the Website, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy. You acknowledge that the use of payroll and payment processing-related services requires the collection and processing of sensitive personal and financial information, including employee personal information, Social Security numbers, banking information, tax data, and wage information, and you consent to such collection and processing as necessary to provide the services.

Linking to the Website and Social Media Features
You may link to our homepage, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval, or endorsement on our part without our express written consent. You must not establish a link from any website that is not owned by you, cause the Website or portions of it to be displayed on, or appear to be displayed by, any other site (for example, framing, deep linking, or in-line linking), or link to any part of the Website other than the homepage. You agree to cooperate with us in causing any unauthorized framing or linking immediately to stop. We reserve the right to withdraw linking permission without notice.

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

Disclaimer of Warranties
You understand that we cannot and do not guarantee or warrant that files available for downloading from the internet or the Website will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our site for any reconstruction of any lost data, including maintaining your own records of payroll and payment data, employee information, and tax filings. TO THE FULLEST EXTENT PROVIDED BY LAW, WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE OR YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT.

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

TO THE FULLEST EXTENT PROVIDED BY LAW, THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Limitation on Liability
TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL THE COMPANY, ITS AFFILIATES, OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE WEBSITE, ANY WEBSITES LINKED TO IT, ANY CONTENT ON THE WEBSITE OR SUCH OTHER WEBSITES, OR ANY PAYROLL OR PAYMENT PROCESSING RELATED SERVICES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, TAX PENALTIES, INTEREST, LATE FEES, EMPLOYEE CLAIMS, OR REGULATORY FINES, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE.

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

Indemnification
You agree to defend, indemnify, and hold harmless the Company, its affiliates, licensors, and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys’ fees) arising out of or relating to your violation of these Terms of Use or your use of the Website, including, but not limited to: any use of the Website’s content, services, and products other than as expressly authorized in these Terms of Use; your use of any information obtained from the Website; any inaccurate, incomplete, or untimely payroll or payment processing-related information, employee or payee data, or tax information you provide; any failure by you to fund payroll and other payments; any claims by your employees or payees related to payroll, wages, or benefits; and any penalties, interest, or fines assessed by tax authorities resulting from information you provided or your failure to comply with applicable laws.

Governing Law and Jurisdiction
All matters relating to the Website and these Terms of Use, and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of Ohio without giving effect to any choice or conflict of law provision or rule. Any legal suit, action, or proceeding arising out of, or related to, these Terms of Use or the Website shall be instituted exclusively in the federal courts of the United States or the courts of the State of Ohio. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

Limitation on Time to File Claims
ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OF USE OR THE WEBSITE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

Waiver and Severability
No waiver by the Company of any term or condition set out in these Terms of Use shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of the Company to assert a right or provision under these Terms of Use shall not constitute a waiver of such right or provision. If any provision of these Terms of Use is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Use will continue in full force and effect.

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

Entire Agreement
The Terms of Use, our Privacy Policy, and any separate service agreement between you and HTP for payroll and payment processing-related services constitute the sole and entire agreement between you and HTP regarding the Website and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding the Website. In the event of any conflict between these Terms of Use and a separate service agreement, the terms of the service agreement shall control with respect to the payroll and payment processing-related services.

Your Comments and Concerns
This website is operated by Highland Talent Payments Inc. All feedback, comments, requests for technical support, inquiries regarding payroll and payment processing services, and other communications relating to the Website should be directed to: privacy@highlandtalent.com.