Terms of Service 

These Terms of Service (the "Terms" or "Agreement") govern your access to and use of the Surf Payroll platform, including all related software, services, tools, and features (collectively, the "Services") provided by Vine and Twig Technologies Inc. (doing business as "Surf Payroll") ("Surf," "we," "us," or "our"). By registering for an account, clicking "I Agree," or otherwise accessing or using the Services, you ("Client," "you," or "your") acknowledge that you have read, understood, and agree to be bound by these Terms and all policies incorporated herein. If you do not agree, you must not access or use the Services. 

These Terms apply to all platform users, including businesses, employers, employees using self-service features, and accounting or HR professionals using the Surf CPA & Accountant Portal. References to "you" include your company, your authorized users, and any agents you designate within the platform. 

1. Definitions 

"Account" means the unique login credential set and associated profile created when you register to use the Services. 

"Authorized User" means any individual you authorize to access or use the Services on your behalf, including employees, contractors, and accounting professionals. 

"Client Content" means all data, records, documents, and information you or your Authorized Users submit to or process through the Services, including payroll data, employee records, tax identification numbers, and financial information. 

"AI Features" means any artificial intelligence, machine learning, or natural language processing tools made available within the Services, including the Surf AI Copilot. 

"CPA Portal" means the multi-client management interface available to accounting professionals and payroll bureaus. 

"Payment Services" means any Services through which Surf processes, transmits, or facilitates financial transactions, including payroll disbursements, tax remittances, and reimbursements. 

"Applicable Law" means all federal, state, and local statutes, regulations, rules, and ordinances applicable to your use of the Services and to your workforce, including the Fair Labor Standards Act, the Internal Revenue Code, ERISA, HIPAA, the Consumer Credit Protection Act, NACHA Operating Rules, Regulation E, applicable state wage and hour laws, state payroll tax laws, state privacy laws, and all other laws governing your payroll, employment, and data processing obligations in the jurisdictions where your employees work. For Surf's obligations as a Florida-incorporated entity, "Florida Law" includes the Florida Information Protection Act (FIPA) and the Florida Deceptive and Unfair Trade Practices Act. 

2. Eligibility and Account Registration

2.1 Eligibility 

The Services are intended for businesses and their authorized representatives operating lawfully within the United States. The platform is designed to support payroll and HR compliance obligations under applicable federal law and the laws of all US states and localities where your employees are located or where your business operates.By agreeing to these Terms, you represent and warrant that: (i) you are at least 18 years of age; (ii) you have the legal authority to enter into this Agreement on behalf of your organization; (iii) your organization is a validly formed legal entity registered to do business in an  applicable state or jurisdiction; and (iv) your use of the Services will comply with all applicable federal, state, and local laws and regulations. 

2.2 Account Creation 

You must provide accurate, current, and complete information during registration and maintain the accuracy of your account information at all times. You are responsible for all activity that occurs under your account. Surf reserves the right to suspend or terminate accounts containing materially false or misleading information. 

2.3 Account Security 

You are solely responsible for safeguarding your account credentials and for all actions taken under your account. You must notify Surf immediately at support@runsurf.co if you suspect unauthorized access or any breach of account security. Surf may require multi-factor authentication (MFA) and role-based access controls (RBAC) as a condition of accessing certain platform features. Surf will not be liable for any loss or damage arising from your failure to maintain the security of your credentials. 

3. Description of Services

3.1 Payroll Processing 

Surf provides payroll processing for salaried employees, hourly workers, contractors, and paid-time-off (PTO) accruals, supporting regular, off-cycle, and bonus payroll runs. Payroll may be configured to run automatically on your defined schedule. Surf will calculate gross-to-net pay, apply deductions, and generate pay statements based on Client Content you provide. You remain solely responsible for the accuracy of all payroll inputs. 

3.2 Tax Filing Services 

Subject to your eligibility and enrollment, Surf will calculate, prepare, and file payroll tax returns and remittances on your behalf, including federal obligations and state and local obligations in the jurisdictions where your employees work, and year-end forms such as W-2s and 1099s. Tax filing and remittance services are performed through MasterTax, Surf's integrated third-party tax engine and filing partner. Surf acts as Reporting Agent under IRS Form 8655 and applicable state equivalents where enrolled; however, you remain the taxpayer of record for all purposes under applicable federal and state law. The Reporting Agent designation does not transfer your statutory liability for employment taxes, penalties, or interest to Surf. Penalties or interest arising from insufficient funding in your designated account, late approval of a payroll run, or inaccurate Client Content are your sole responsibility.  

Notwithstanding Surf's provision of tax filing services, you remain solely responsible for the timely and accurate filing of all payroll tax returns and payment of all payroll taxes. You are responsible for ensuring that all state and local tax account numbers, unemployment insurance rates, and withholding registrations applicable to your workforce are accurate and provided to Surf before payroll is processed in each applicable jurisdiction. 

IRS Disclosure: The IRS recommends that employers independently enroll in the Electronic Federal Tax Payment System (EFTPS) at www.eftps.gov to verify that timely tax payments are being made on their behalf. State employers should similarly verify payments through their applicable state revenue department's online portal. 

3.3 Benefits and Deductions 

Surf supports administration of benefit plans including health insurance, retirement contributions, and custom deduction types. Deductions are automatically integrated with payroll processing. You are solely responsible for ensuring the accuracy, eligibility, and legal compliance of all benefit plans and deductions, including compliance with all federal and applicable state insurance and benefit laws governing employer-sponsored benefit plans. 

Surf performs purely ministerial, administrative functions in connection with benefit plan administration and does not act as, and shall not be deemed to be, the plan sponsor, plan administrator, or named fiduciary for any employee benefit plan under ERISA. Surf does not exercise discretionary authority or control over plan assets, plan terms, participant eligibility, or benefit determinations, and does not provide investment, legal, tax, or fiduciary advice in connection with any benefit plan. You are solely responsible for adopting all required plan documents, including any Section 125 written plan document, Summary Plan Description, and 401(k) adoption agreement, and for ensuring that all benefit plans comply with applicable law. 

Where your use of the benefits administration features results in Surf receiving, storing, or transmitting Protected Health Information (PHI) as defined under HIPAA on behalf of a group health plan that constitutes a covered entity, your access to those features is conditioned on the parties executing a Business Associate Agreement (BAA) prior to any such processing. You are responsible for notifying Surf if your benefit arrangements require a BAA. Use of the benefits module without a required BAA in place is a material breach of these Terms. 

3.4 Reimbursements 

The platform supports one-time and recurring employee expense reimbursements, customizable by category. Approved reimbursements are synchronized with payroll and included in disbursements. You are responsible for your internal reimbursement approval workflows and for ensuring that all reimbursements comply with applicable federal tax rules and the labor laws of all states where your employees are located, including states with mandatory expense reimbursement statutes.3.5 AI Features 

The Surf AI Copilot allows you to initiate and manage payroll workflows using natural language instructions, including running payroll, onboarding new hires, updating employee records, and retrieving compliance information. You acknowledge that AI Features are provided as productivity tools only and do not constitute legal, tax, or accounting advice. You remain responsible for reviewing and approving all AI-initiated actions before they take effect. 

3.6 CPA and Accountant Portal 

Accounting professionals and payroll bureaus may use the CPA Portal to manage multiple client accounts from a unified dashboard. Access to client accounts is subject to your client's express authorization. You are responsible for maintaining professional standards, obtaining client consent, and complying with applicable professional licensing and regulatory requirements of the jurisdiction in which you practise when using the Portal. 

3.7 Employee Self-Service 

Surf provides an employee-facing portal for access to pay statements, personal information updates, and onboarding steps. You are responsible for ensuring that employee access is appropriately provisioned and revoked promptly upon termination, in accordance with applicable federal and state wage payment laws. 

3.8 Service Modifications 

Surf reserves the right to modify, enhance, discontinue, or temporarily suspend any feature of the Services at any time. Where modifications materially affect your use, Surf will provide reasonable advance notice. Continued use following modification constitutes acceptance. 

4. Your Responsibilities

4.1 Accuracy of Information 

All Services are performed based on Client Content you provide. You are responsible for providing accurate, complete, and timely information, including: federal, state, and local tax identification numbers; valid employee Social Security numbers; correct wage rates, pay schedules, and hours worked; accurate benefit enrollment and deduction amounts; and correct employee work location information. Surf will not be liable for errors resulting from inaccurate Client Content. 

4.2 Multi State Compliance 

You are responsible for compliance with the employment, wage, payroll tax, and data protection laws of every state and locality where your employees work or where your business operates. This includes, without limitation: applicable state minimum wage laws and overtime rules, which vary by state and in some states by day as well as week; state final paycheck timing requirements, which differ significantly across jurisdictions; state unemployment insurance (SUTA) reporting, rate maintenance, and payment obligations; state paid sick leave, paid family leave, and state disability insurance obligations where applicable to your workforce; state paystub content requirements, which vary and are strictly enforced in certain states; workers' compensation insurance requirements under applicable state law; and state privacy and data protection laws applicable to employee personal data, including CCPA/CPRA for California-resident employees, and other applicable state privacy statutes. Surf will apply state-specific configurations to the extent available within the platform, but you remain solely responsible for confirming that all state and local compliance settings applicable to your workforce are accurate and activated. 

4.3 Compliance with Laws Generally 

You remain solely responsible for compliance with all applicable laws and regulations governing your business, including federal labor laws, the Fair Labor Standards Act (FLSA), anti-discrimination laws, IRS regulations, ERISA, and any applicable local ordinances. Surf is not a law firm and does not provide legal, tax, or accounting advice. 

4.4 Permitted Use 

You may use the Services solely for your internal business payroll and HR administration. You may not: (i) resell, sublicense, or make the Services available to third parties for commercial purposes; (ii) process payroll for other entities unless you are a CPA Portal subscriber acting with client authorization; (iii) reverse engineer or decompile any component of the Services; (iv) interfere with platform infrastructure; (v) use automated means to scrape data; or (vi) use the Services in violation of any applicable law. 

4.5 Data Backup 

Surf is not your designated record keeper. You are responsible for independently maintaining copies of all records submitted to Surf that you are required to retain under applicable law, including applicable state revenue department requirements and federal guidelines. Minimum retention periods vary by record type: payroll records must be kept at least three years under the FLSA; employment tax records at least four years under IRC §6001; and ERISA plan records at least six years. You should consult applicable law for the full retention schedule applicable to your records  

4.6 Worker Classification 

The platform supports payroll processing for both employees and independent contractors. Surf does not make, and nothing in the Services constitutes, any determination as to whether a worker should be classified as an employee or an independent contractor for tax, labor, or any other legal purpose. You are solely responsible for correctly classifying all workers whose compensation is processed through the Services. Surf's processing of a worker under any classification you designate does not constitute a classification determination by Surf and does not limit your liability for any resulting misclassification under applicable federal or state law.5. Payment Services 

5. Funds, Payment Processing and Compliance

5.1 Funding Obligations 

If you subscribe to Payment Services, you must maintain sufficient collected funds in your designated bank account to satisfy all payroll disbursements, tax remittances, and Surf fees by the deadlines Surf establishes. Payment Services are subject to NACHA operating rules. You agree to comply with applicable NACHA rules in connection with the use of Payment Services. 

5.2 Direct Debit Authorization 

By enrolling in Payment Services, you authorize Surf to initiate ACH debits from your designated account for payroll funding, federal, state, and local tax payments, benefit remittances, and applicable service fees. You represent that your designated account is validly held and that you have authority to authorize debits therefrom. 

5.3 Insufficient Funds 

If a debit is returned for insufficient funds or for any other reason, you unconditionally promise to pay Surf the full amount of the returned debit upon demand, together with interest at the lesser of 1.5% per month or the maximum rate permitted under applicable law  from the due date until the date of full payment. Surf reserves the right to suspend Payment Services immediately upon notice of a returned debit. 

5.4 Payment Processing Partner 

All ACH disbursements, tax remittances, garnishment payments, and benefit contribution payments are originated through NatPay (National Payment Corporation), Surf's ACH processing partner, subject to NACHA Operating Rules and Regulation E. Surf's obligations for payment timeliness and accuracy are limited to the contracted services Surf performs. Surf is not liable for delays, failures, or errors caused by NatPay, the ACH network, receiving financial institutions, or events outside Surf's reasonable control. Surf's liability for any MasterTax or NatPay failure is limited to remedies Surf can contractually recover from those parties. 

5.5 OFAC Compliance and Payment Blocking 

Surf and NatPay are required by federal law to screen all payment recipients against the Office of Foreign Assets Control (OFAC) Specially Designated Nationals list and other applicable sanctions lists. Surf or NatPay may delay, block, or refuse to process any payment that triggers or appears to trigger an OFAC match, without prior notice to you. No service level commitment, uptime warranty, or liability provision in these Terms applies to payments delayed or blocked due to OFAC screening. You warrant that no employee, contractor, or other payee whose payments you initiate through the Services is a sanctioned person or entity under applicable federal sanctions law. 

6. Fees, Billing, and Taxes 

6.1 Fees 

You agree to pay Surf the fees specified in your subscription plan, sales order, or digital purchase confirmation. Fees are based on the number of paid employees processed or other metrics as set forth in your plan. Changes in employee count or service tier will be reflected in subsequent invoices. 

6.2 Fee Adjustments 

Following the initial six months of service, Surf reserves the right to adjust base processing fees upon at least thirty (30) days' prior written notice. Continued use of the Services after the notice period constitutes acceptance of adjusted fees. 

6.3 Late Payment 

If any amount due is not received within thirty (30) days of the invoice date, Surf reserves the right to: (i) charge interest at the maximum rate permitted under applicable law; (ii) suspend access to all or part of the Services; and (iii) engage third-party collection agents. You agree to reimburse Surf for reasonable collection costs, including attorney fees, incurred in recovering unpaid amounts, as permitted under applicable law. 

6.4 Sales Tax 

Certain Services may be subject to sales or use tax in the jurisdictions where you or your employees are located. Surf will collect and remit sales tax where Surf determines it has a legal obligation to do so under applicable state law. You are responsible for determining and satisfying any additional sales, use, or similar tax obligations applicable to your use of the Services in your jurisdiction. Surf's failure to collect a particular state's sales tax does not relieve you of any applicable tax obligation under that state's law.7. Confidentiality 

Each party agrees to hold the other's Confidential Information in strict confidence using at least the same degree of care it applies to its own confidential information, and in no event less than reasonable care. "Confidential Information" includes all non-public, proprietary, or sensitive information including employee personal data, payroll records, pricing, and business processes. Confidential Information excludes information that is publicly available, independently developed, or received from a third party on a non-confidential basis. Surf may use Client Content in aggregated, de-identified form for product development and analytics, provided that such data cannot reasonably be used to identify you or any individual. 

Surf processes employee personal data submitted through the Services solely in accordance with your instructions as set out in these Terms and as further specified in the Data Processing Agreement incorporated herein. Surf will not process such data for any purpose other than delivering the Services, unless required by applicable law. The DPA governs all data processing obligations, subprocessor engagements, security requirements, and data subject rights in detail and forms part of the binding agreement between the parties.8. Disclaimer of Warranties 

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND. SURF DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. SURF DOES NOT WARRANT THAT THE SERVICES WILL BE ERROR-FREE, UNINTERRUPTED, SECURE, OR FREE OF HARMFUL COMPONENTS. THE SERVICES ARE OPERATIONAL TOOLS ONLY AND DO NOT CONSTITUTE LEGAL, TAX, ACCOUNTING, OR FINANCIAL ADVICE. 

7. Limitation of Liability 

7.1 Surf's Responsibility 

Surf will correct reports, filings, or data produced incorrectly as a direct result of a Surf error, at no charge to you. Surf will also reimburse you for: (i) direct damages resulting from Surf's willful misconduct or fraud; (ii) penalties imposed against you as a direct result of a Surf error in performing Tax Filing Services; and (iii) interest assessed against you due to Surf holding your tax funds past the applicable due date as a result of a Surf error. 

7.2 Aggregate Cap 

SURF'S TOTAL AGGREGATE LIABILITY TO YOU UNDER THESE TERMS IN ANY CALENDAR YEAR WILL NOT EXCEED THE LESSER OF: (I) YOUR ACTUAL DIRECT DAMAGES; OR (II) THE TOTAL FEES PAID BY YOU TO SURF FOR THE AFFECTED SERVICES IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM. 

7.3 Exclusion of Consequential Damages 

IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA, LOSS OF REVENUE, OR BUSINESS INTERRUPTION, HOWEVER CAUSED, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTHING IN THIS SECTION LIMITS LIABILITY TO THE EXTENT PROHIBITED BY APPLICABLE LAW. 

8. Intellectual Property

The Services, platform, software, AI models, documentation, trade names, and trademarks are the exclusive property of Surf or its licensors. These Terms grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Services solely for your internal business purposes. You retain ownership of all Client Content. By submitting Client Content, you grant Surf a limited license to process, store, and use your Client Content solely as necessary to deliver the Services. 

9. Term and Termination 

These Terms commence on the date you first access or use the Services and continue for the duration of your active subscription, renewing automatically unless either party provides at least thirty (30) days' written notice of non-renewal. Either party may terminate for material uncured breach upon thirty (30) days' written notice. Surf may immediately suspend or terminate access for: unauthorized activity, failure to fund Payment Services, violation of applicable law, or where your use poses a security or legal risk to Surf. Upon termination, your license immediately ceases. You will have ninety (90) days from the effective date of termination to export or retrieve any Client Content you wish to retain. After that period, Surf will permanently delete all Client Content from its active systems, subject to retention periods mandated by applicable law. Surf is not liable for any loss of Client Content resulting from your failure to retrieve it within this period. 

10. Indemnification

You agree to indemnify, defend, and hold harmless Surf and its officers, directors, employees, and agents from and against any claims, liabilities, damages, judgments, and expenses (including reasonable attorney fees as permitted under applicable law) arising from or related to: (i) your breach of these Terms; (ii) your violation of applicable law; (iii) your submission of inaccurate or fraudulent Client Content; (iv) your failure to obtain required employee consents; or (v) the fraudulent or criminal acts of your employees or agents. 

11. Governing Law and Dispute Resolution

11.1 Governing Law 

These Terms are governed by the laws of the State of Florida, without regard to its conflict of law provisions. Any disputes arising under or related to these Terms will be resolved in accordance with Florida law. 

11.2 Venue 

Subject to the arbitration provision below, the parties consent to the exclusive jurisdiction of the state and federal courts located in Hillsborough County, Florida, or the nearest federal district court, for resolution of any disputes not subject to arbitration. 

11.3 Informal Resolution 

Before initiating any formal proceeding, the parties agree to attempt in good faith to resolve any dispute through executive-level negotiation for a period of thirty (30) days following written notice of the dispute. 

11.4 Arbitration 

Any dispute not resolved informally will be submitted to binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules, with proceedings conducted in Hillsborough County, Florida. The arbitrator's decision will be final and binding and may be entered as a judgment in any court of competent jurisdiction. This arbitration clause is governed by the Federal Arbitration Act. 

11.5 Class Action Waiver 

YOU WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION. All claims must be brought in your individual capacity. To the extent this waiver is unenforceable under applicable law, the parties agree to sever only the class action waiver and proceed with individual arbitration. 

12. General Provisions

Entire Agreement: These Terms, together with the Privacy Policy, EULA, DPA, AUP, Cookie Policy, SLA, and Refund Policy contained in this document, constitute the entire agreement between you and Surf regarding the Services. 

Amendments: Surf may amend these Terms upon thirty (30) days' written notice or by posting updated Terms to its website. Your continued use constitutes acceptance of amended Terms. 

Waiver: Surf's failure to enforce any right or provision will not constitute a waiver of such right or provision. 

Severability: If any provision is found to be unenforceable under applicable law, the remaining provisions continue in full force and effect. 

Force Majeure: Neither party will be liable for delays resulting from causes beyond its reasonable control, including acts of God, natural disasters, governmental actions, or telecommunications failures. 

Notices: Notices must be in writing. You may contact Surf at support@runsurf.co or the address above. Surf will contact you at the email address registered in your account. Electronic notices satisfy written notice requirements and applicable state electronic signature and notice laws, including the federal E-SIGN Act. Assignment: Surf may assign these Terms or any rights hereunder in connection with a merger, acquisition, or sale of assets. You may not assign these Terms without Surf's prior written consent.