Website Terms of Use

Acceptance

These Website Terms of Use ("Terms") govern your access to and use of vertisourcehr.com and any related public web properties operated by VertiSource, Inc., doing business as VertiSource HR ("VertiSource HR," "we," "our," or "us") (collectively, the "Site"). By accessing or using the Site, you ("you" or "your") agree to be bound by these Terms. If you do not agree, please do not use the Site.

If you are using the Site on behalf of an organization, you represent that you have authority to bind that organization to these Terms.

Scope & Relationship to Service Agreement

PEO, payroll, benefits administration, workers' compensation, HR support, bookkeeping, and any other services offered by VertiSource HR are governed exclusively by the Master Services Agreement or other written service agreement signed between VertiSource HR and the client (the "Service Agreement").

2.1 Nothing on the Site Is an Offer or Quote

Nothing on the Site, including pricing tables, calculators, descriptions of services, marketing pages, blog content, comparison charts, FAQs, downloadable PDFs, or images, constitutes:

• An offer to provide services
• A binding quote or proposal
• A contract for services
• A modification to, or amendment of, any signed Service Agreement

2.2 Existing Clients

If you are an existing client, your signed Service Agreement and its exhibits control the terms of your engagement with VertiSource HR. In the event of any conflict between the Site and your Service Agreement, the Service Agreement controls with respect to the services it covers.

2.3 Prospective Clients

If you are a prospective client, no services are provided to you, and no service-related obligations are created on either side, until you and VertiSource HR have signed a written Service Agreement.

2.4 Privacy

Your privacy is addressed separately in our Privacy Policy, which describes how we collect, use, and protect personal information submitted through the Site. The Privacy Policy operates as a privacy notice; it is not incorporated into these Terms and does not create contractual warranties beyond obligations imposed by applicable law or set out in an executed written agreement.

Permitted Use

Subject to these Terms, you may:

• Browse public Site pages and read posted content
• Share links to public Site pages with proper attribution to VertiSource HR
• Submit information through Site forms (contact, quote request, demo booking, careers application, ROI inquiry) in good faith using accurate information
• Use the publicly available calculators and estimators on the Site for general informational purposes, subject to Section 5
• Download publicly-posted policy PDFs, white papers, and similar materials for your own reference or for internal use within your organization

Prohibited Use

You agree not to:

• Scrape, harvest, mirror, or systematically extract Site content using bots, scripts, or automated tools, except for legitimate search-engine crawlers obeying robots.txt
• Reverse engineer, decompile, or attempt to derive the source code of any calculator, estimator, or other interactive tool on the Site
• Submit false, misleading, or impersonating information through any Site form, or use a Site form to flood our inbox or otherwise interfere with our intake process
• Use the Site to transmit malware, viruses, denial-of-service traffic, or any code or activity intended to damage, disable, or overburden the Site or our infrastructure
• Frame, embed, or republish the Site (or substantial portions of it) on third-party sites in a way that misrepresents the source or that strips VertiSource HR branding
• Use Site content, branding, photographs, or copy to imply endorsement of any product or service not offered by VertiSource HR
• Use the Site for any unlawful purpose, or in any manner that violates these Terms or applicable law

We reserve the right to investigate suspected violations of this Section and to take appropriate technical or legal action, including blocking access to the Site.

Calculators & Estimators

The Site includes interactive calculators and estimators, such as the ROI calculator on our pricing page, and similar tools may be added or changed from time to time (collectively, "Estimators"). Estimators produce illustrative output based on the inputs you provide and assumptions VertiSource HR considers reasonable for general informational purposes.

5.1 What Estimators Are Not

Estimator output is not:

• A binding quote
• An offer to provide services at the calculated price
• A guarantee of cost savings, ROI, or any other business outcome
• A substitute for a signed Service Agreement
• Legal, tax, accounting, HR, benefits, insurance, or other professional advice

5.2 How Actual Pricing Is Determined

Actual pricing, scope, and terms are determined during a signed engagement with VertiSource HR based on factors specific to your business, which may include employee count, service tier, benefit elections, workers' compensation experience modifier, industry classification, geographic distribution, and underwriting review. Estimator output may differ materially from a final quote.

5.3 Your Acknowledgment

By using an Estimator, you acknowledge these limitations and agree that the output is provided for your reference only and is not a binding statement of price or outcomes.

Intellectual Property

6.1 VertiSource HR Ownership

All content on the Site is owned by VertiSource, Inc., its licensors, or its contributors, and is protected by U.S. copyright, trademark, and other intellectual property laws. This includes:

• Text, articles, blog posts, white papers, FAQs, glossary entries, and policy documents
• Photographs, illustrations, icons, diagrams, and graphics
• The VertiSource HR name, logo, brand marks, color palette, and visual identity
• Design system, layout, code, and presentation of the Site
• Calculators, estimators, and other interactive tools available on the Site

6.2 Limited Personal/Internal Use

You may not copy, modify, distribute, sell, lease, sublicense, or create derivative works based on Site content except for:

• Normal browser caching incidental to viewing the Site
• Personal or internal organizational reference
• Sharing links to public Site pages with attribution
• Use that is expressly permitted in writing by VertiSource HR

6.3 Trademarks

"VertiSource HR" and the VertiSource HR logo are trademarks of VertiSource, Inc. Other names, logos, and marks displayed on the Site are the property of their respective owners. Nothing on the Site grants any license or right to use any VertiSource HR or third-party trademark without prior written permission from the trademark owner.

6.4 Feedback

If you provide feedback, suggestions, or comments to VertiSource HR through the Site or related channels, you grant VertiSource HR a royalty-free, perpetual, non-exclusive, irrevocable, worldwide license to use, reproduce, modify, and incorporate that feedback for any business purpose, without obligation of compensation or attribution.

Third-Party Links & Content

7.1 Outbound Links

The Site contains links to third-party websites, services, and content, including industry associations, service and technology partners, benefits and insurance providers, and the HRIS platform vendor disclosed on our Security page. These links are provided for convenience and informational purposes only. VertiSource HR does not control, endorse, or assume responsibility for any third-party site, service, or content.

7.2 Your Interactions With Third Parties

Any interactions you have with third parties accessed through links on the Site are solely between you and that third party and are subject to that third party's own terms and privacy policy. VertiSource HR is not a party to those interactions and is not responsible for any goods, services, or content provided by third parties.

7.3 Third-Party Content on the Site

The Site may display content authored by third parties, including guest blog contributors, partner co-marketing material, licensed stock imagery, and embedded videos. Inclusion of such content does not constitute endorsement of the author's views or of any unrelated products or services.

Disclaimer of Warranties & Limitation of Liability

8.1 Site Provided "As Is"

THE SITE, ITS CONTENT, AND ALL ESTIMATORS ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, VERTISOURCE HR DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, COMPLETENESS, UNINTERRUPTED ACCESS, OR FREEDOM FROM ERRORS OR MALWARE.

8.2 No Professional Advice

Content on the Site (including blog posts, FAQ entries, compliance summaries, glossary terms, and calculator output) is general informational content. It does not constitute legal, tax, accounting, HR, benefits, insurance, or other professional advice. Do not act on Site content without consulting a qualified professional regarding your specific situation.

8.3 Limitation of Liability for Site Use

TO THE MAXIMUM EXTENT PERMITTED BY LAW, VERTISOURCE HR AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, BUSINESS, DATA, OR GOODWILL, ARISING OUT OF OR RELATED TO YOUR USE OF, OR INABILITY TO USE, THE SITE, EVEN IF VERTISOURCE HR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, VERTISOURCE HR'S TOTAL CUMULATIVE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO YOUR USE OF THE SITE, IN THE AGGREGATE, SHALL NOT EXCEED ONE HUNDRED U.S. DOLLARS ($100).

8.4 Services Liability Governed by Service Agreement

This Section addresses liability for use of the Site only. Liability between VertiSource HR and signed clients for services is governed exclusively by the limitation-of-liability, indemnification, and other provisions in the applicable signed Service Agreement.

8.5 Nothing That Cannot Be Limited

Nothing in these Terms limits or excludes liability that cannot lawfully be limited or excluded under applicable law, including liability for fraud or for gross negligence or willful misconduct.

Mutual Arbitration Agreement and Class Action Waiver

9.1 Informal Dispute Resolution

Before initiating arbitration, the party asserting a dispute must provide the other party with written notice reasonably describing the dispute, the factual basis for the dispute, and the relief requested, and the parties will have thirty (30) days after receipt of the notice to attempt in good faith to resolve the matter informally.

Notices to VertiSource HR must be sent to:

Email notices should use the subject line “Legal Dispute Notice.”

A notice from VertiSource HR to you may be sent to the most recent email or mailing address you provided to VertiSource HR, if any.

To the extent permitted by law, applicable limitations periods and arbitration filing deadlines will be tolled during this thirty-day informal-resolution period. Nothing in this subsection prevents either party from taking action reasonably necessary to preserve a claim, filing deadline, or request for temporary or emergency relief.

If the dispute is not resolved during the thirty-day period, either party may commence arbitration as provided below.

9.2 Mutual Agreement to Arbitrate

Except for the exclusions and exceptions stated in this Section, you and VertiSource HR mutually agree that any dispute, claim, or controversy arising out of or relating to your use of or interaction with the Site or these Website Terms of Use will be resolved through final and binding individual arbitration.

Covered disputes include, without limitation, disputes concerning:

1. access to or use of the Site;
2. Site content, calculators, estimators, forms, downloads, or other interactive Site features;
3. communications initiated through or arising directly from your interaction with the Site;
4. the collection, use, disclosure, storage, or other processing of information arising from Site activity, including cookies, tracking technologies, analytics, advertising measurement, or targeted advertising, whether or not those practices are also described in the Privacy Policy;
5. the interpretation, performance, breach, or alleged breach of these Terms; and
6. claims based in contract, tort, statute, regulation, fraud, misrepresentation, or another legal or equitable theory, to the extent the claim arises from Site use and is legally subject to arbitration.

This obligation is mutual. It applies equally to claims asserted by you against VertiSource HR and claims asserted by VertiSource HR against you.

This Section applies only to disputes arising on or after your acceptance of these Terms. It does not retroactively impose arbitration on a dispute that already existed before your acceptance.

9.3 Matters Outside This Website Arbitration Agreement

This Section does not govern or supersede:

1. a dispute governed by a Master Services Agreement, client service agreement, insurance agreement, employment agreement, independent-contractor agreement, benefit plan document, or other separately executed written agreement containing its own dispute-resolution provisions;
2. a claim arising from your application for employment, employment, termination of employment, workplace rights, wages, benefits, discrimination, harassment, retaliation, or another employer-worker relationship merely because you happened to use the Site;
3. workers’ compensation, unemployment, benefit-plan, or other proceedings that applicable law assigns to a particular administrative or statutory process; or
4. any claim that applicable law prohibits from being subjected to a predispute arbitration agreement.

Where a separate executed agreement governs a dispute, that agreement controls.

9.4 Federal Arbitration Act and Applicable Law

This arbitration agreement evidences transactions involving interstate commerce and is governed by the Federal Arbitration Act, 9 U.S.C. §§ 1–16, including its substantive provisions governing the interpretation and enforcement of arbitration agreements.

Nothing in this Section limits rights provided by 9 U.S.C. Chapter 4 or any other federal or state law that makes a particular predispute arbitration agreement or waiver unenforceable.

Except to the extent federal law controls or preempts state law, Utah law governs these Terms as provided in Section 10.

9.5 Who Decides Whether Arbitration Applies

A court of competent jurisdiction, and not the arbitrator, will decide disputes concerning:

1. whether an arbitration agreement was formed;
2. the existence, validity, or enforceability of this arbitration agreement;
3. whether a particular dispute falls within the scope of this arbitration agreement;
4. the validity or enforceability of the Class Action Waiver;
5. whether a party effectively opted out under Section 9.11; and
6. whether applicable law prohibits arbitration of a particular claim or remedy.

Except for those threshold questions reserved to a court, the arbitrator will decide the merits of the dispute and procedural issues properly submitted to arbitration.

This subsection controls over any arbitration-provider rule that would otherwise delegate the threshold questions identified above to an arbitrator.

9.6 Arbitration Administrator, Rules, and Procedure

Arbitration will be administered by the American Arbitration Association (“AAA”).

If AAA determines that its Consumer Arbitration Rules apply, the arbitration will proceed under the then-current AAA Consumer Arbitration Rules and Mediation Procedures.

If AAA determines that the dispute is not a consumer matter, the arbitration will proceed under the then-current AAA Commercial Arbitration Rules and Mediation Procedures unless another AAA rule set is legally required.

If AAA designates related filings as a mass arbitration, the then-current AAA Mass Arbitration Supplementary Rules and applicable fee schedule will apply in addition to the underlying AAA rules.

The arbitration will be heard by one neutral arbitrator unless the applicable AAA rules require otherwise.

Unless the parties agree otherwise or the applicable AAA rules provide otherwise, hearings may proceed by video conference, telephone, written submissions, or in person.

Where the applicable AAA Consumer Arbitration Rules or applicable law give an individual a right to an in-person hearing in or near the county where the individual resides, that right will be honored.

If AAA is unavailable or declines to administer an otherwise enforceable arbitration and the parties cannot agree upon a substitute administrator, either party may ask a court of competent jurisdiction to appoint an arbitrator or substitute administrator to the extent permitted by the Federal Arbitration Act or other applicable law.

9.7 Fees, Attorneys’ Fees, Discovery, and Remedies

Arbitration filing, administration, and arbitrator fees will be allocated in accordance with the applicable AAA rules and applicable law.

Where the AAA Consumer Arbitration Rules apply, VertiSource HR will pay all fees and arbitrator compensation that those rules or applicable law require the business to pay.

VertiSource HR will also pay any additional arbitration cost that applicable law requires it to pay in order for the arbitration agreement to remain enforceable.

Each party will otherwise bear its own attorneys’ fees and costs unless a statute, rule, these Terms, or other applicable law authorizes the arbitrator or a court to award attorneys’ fees or costs.

The parties will have access to the discovery permitted by the applicable AAA rules and any additional discovery the arbitrator determines is reasonably necessary for a fair opportunity to present the dispute.

The arbitrator may award any individual remedy or relief that a court could award to the individual party under applicable law, subject to the limitations and nonwaivable-right provisions in this Section.

The arbitrator will issue a written decision or award sufficient to explain the essential findings and conclusions on which the award is based if either party requests a reasoned award or applicable AAA rules require one.

Judgment on an arbitration award may be entered in any court having jurisdiction.

9.8 Exceptions to Arbitration

Notwithstanding the foregoing:

(a) Small Claims. Either party may bring an individual claim in a small claims court of competent jurisdiction if the claim qualifies for that court and remains on an individual basis.

(b) Emergency or Provisional Relief. Either party may ask a court for temporary, preliminary, or emergency relief when reasonably necessary to preserve the status quo, protect intellectual property or systems, prevent unauthorized access, or prevent immediate or irreparable harm while arbitration is pending. Seeking such relief does not waive arbitration of the underlying dispute.

(c) Government Agencies. Nothing in these Terms prevents either party from filing a complaint with, communicating with, or participating in an investigation or proceeding before a governmental agency where applicable law permits that activity. This arbitration agreement does not restrict a governmental agency from exercising authority granted to it by law.

(d) Claims Made Non-Arbitrable by Law. No claim or dispute is required to be arbitrated to the extent applicable law makes a predispute arbitration agreement unenforceable as to that claim, including rights provided under 9 U.S.C. Chapter 4.

(e) Nonwaivable Public Injunctive Relief. Nothing in this Section waives any right to seek public injunctive relief or another remedy that applicable law makes nonwaivable. If applicable law requires a request for such relief to proceed in court, that request may proceed in court while arbitrable individual claims are resolved in arbitration, subject to any stay the court determines appropriate.

9.9 Class Action, Collective Action, and Representative Action Waiver

Unless you and VertiSource HR expressly agree otherwise in writing, an arbitrator may not consolidate the merits of claims belonging to different individuals or preside over a class, collective, or representative arbitration.

Administrative treatment of multiple individual demands under AAA’s Mass Arbitration Supplementary Rules does not, by itself, convert those individual claims into class or representative arbitration.

The arbitrator may award relief in favor of an individual party only to the extent necessary to resolve that party’s individual arbitrable claim.

This waiver does not eliminate or waive:

1. a right or remedy that applicable law makes nonwaivable;
2. a right to seek public injunctive relief as described in Section 9.8(e);
3. a governmental agency’s authority; or
4. a claim that applicable law requires to proceed in another forum.

If a court finally determines that this Class Action Waiver is unenforceable as to a particular claim or requested remedy, that claim or remedy will proceed in court to the extent legally required, while the remaining arbitrable claims will remain subject to individual arbitration to the fullest extent permitted by law.

9.10 Waiver of Jury Trial

9.11 Thirty-Day Right to Opt Out of Arbitration

You may opt out of this arbitration agreement and the Class Action Waiver by sending VertiSource HR a written opt-out notice within thirty (30) days after the date you first affirmatively accept the version of these Terms containing this arbitration agreement.

You may send the notice by email to info@vertisourcehr.com with the subject line “Arbitration Opt-Out,” or by mail to:

The notice should provide:

• your name;
• the email address you used in your interaction with VertiSource HR, if any;
• a clear statement that you are opting out of the Website Terms arbitration agreement; and
• sufficient information to identify your acceptance of the Terms, if available.

You do not need to provide a Social Security number, a driver’s-license copy, a government ID, or any other unnecessary sensitive information to exercise this opt-out, and we will not ask you for one.

An opt-out is timely if the email is sent or the mailed notice is postmarked within the thirty-day period.

Opting out of this Website Terms arbitration agreement will not affect any other provision of these Terms, your ability to use the Site, or any separate arbitration agreement contained in a signed Service Agreement or other separately executed contract.

VertiSource HR will not deny Site access or retaliate against a person solely because that person timely exercises this opt-out.

9.12 Changes to This Arbitration Agreement

VertiSource HR may revise these Terms from time to time, but a material change to this arbitration agreement or Class Action Waiver will not apply retroactively to a dispute that arose before the change.

A materially adverse change to this Section will apply to a person who previously affirmatively accepted an earlier version only after legally sufficient notice and any new affirmative assent required by applicable law.

Changing a URL, physical address, email address, AAA rule reference, or other administrative information in a manner that does not materially reduce either party’s substantive rights is not a materially adverse change.

9.13 Severability

Except as specifically provided with respect to the Class Action Waiver and nonwaivable remedies, if a provision of this arbitration agreement is held invalid or unenforceable, the provision will be severed or limited to the minimum extent required by law and the remainder of this Section will continue in effect.

No severability provision may be applied in a manner that eliminates a substantive statutory right or remedy that applicable law makes nonwaivable.

9.14 Survival

This Section survives termination of Site use, deletion of cookies or local browser data, and any other termination of these Terms with respect to disputes that arose while the Section was in effect, subject to the opt-out and nonretroactivity provisions above.

Governing Law, Changes & Contact

10.1 Governing Law

These Terms are governed by the laws of the State of Utah, without regard to its conflict-of-law provisions. The Mutual Arbitration Agreement in Section 9 is governed by the Federal Arbitration Act as provided in Section 9.4.

10.2 Venue

This venue provision applies only to a court proceeding that Section 9 permits or does not require to be arbitrated, including a small claims action, a request for provisional or emergency relief, a request for relief that applicable law requires to proceed in court, and any dispute for which a party has effectively opted out of arbitration or that a court determines is not arbitrable. Except where applicable law requires otherwise, any such proceeding shall be brought exclusively in the state or federal courts located in Salt Lake County, Utah, and you consent to personal jurisdiction in those courts. Nothing in this Section 10.2 expands, limits, or waives Section 9. This venue clause governs disputes about Site use only and does not displace any dispute-resolution provisions of a signed Service Agreement, which control with respect to services.

10.3 Changes to These Terms

VertiSource HR may update these Terms from time to time. The current version is the one posted at this URL with a current "Last Updated" date. Changes apply from the date they are posted, and continued use of the Site after a revised version is posted means you accept the revised Terms. Changes to the Mutual Arbitration Agreement and Class Action Waiver are additionally governed by Section 9.12, which controls over this subsection to the extent of any conflict.

10.4 Severability

If any provision of these Terms is found unenforceable, that provision shall be enforced to the maximum extent permissible, and the remaining provisions shall continue in full force and effect.

10.5 Entire Agreement Regarding Site Use

These Terms constitute the entire agreement between you and VertiSource HR regarding your use of the Site. Other pages and notices posted on the Site, including our Privacy Policy, Security page, Accessibility statement, and workforce privacy notices, are informational and are not part of these Terms. These Terms do not modify, amend, or affect any signed Service Agreement between you and VertiSource HR.

10.6 No Third-Party Beneficiaries

These Terms are for the sole benefit of VertiSource HR and you. Nothing in these Terms, express or implied, creates any rights, remedies, or obligations in any other person.

10.7 Contact

For questions about these Terms or your use of the Site, please contact us:

If you are an existing client, the fastest path to resolution for service or billing issues is through your assigned account team. For privacy questions, see the contact information in our Privacy Policy.