Welcome to the Online Employer website. Be sure to read the Terms of Service below, as they cover the terms and conditions that apply to your use of the OnlineEmployer.com website, including any content or services accessible through such site (referred to as the “Service” or “Services”). Please note: underlined words and phrases are links to other web pages or websites where additional information about the Service may be provided.

By accessing and/or using this site you agree to be bound by all of the following terms and conditions for using this site. If you do not agree to be bound by all of the terms and conditions contained herein, do NOT use or access this site or the Services. We may from time to time change the Terms of Service. By continuing to use the Service following such modifications, you agree to be bound by such modifications to the Terms of Service.

The use by you of any content or services accessible through the Service may be subject to your acceptance of separate agreements with other third parties.

1. Copyright and Trademark. The website, software, screens, and information, except for Your Information (defined in Section 6 below), available on or through this site is the property of Payroll Associates, Inc., an affiliate of Sage Software, Inc. (“Sage” or “we,” “us” or “our”) and is protected by copyright, trademark, and other intellectual property laws. Users may not modify, copy distribute, transmit, display, publish, sell, license, create derivative works or otherwise use any information available on or through this Site for commercial or public purposes without the expressed prior written permission of Sage. Users may not use the trademarks, logos, or service marks for any purpose without the prior written permission of Sage

2. Identity Verification. We use many techniques to identify our users when they register on our site. However, because user verification on the Internet is difficult, we cannot and will not confirm each user's purported identity. We also encourage you to communicate directly with your service bureau through the tools available on our site.

3. Release. The Online Employer website is a venue by which services such as payroll may be provided to you by a third party through the use of the website and software. Because it is a venue, in the event that you have a dispute with another user or your payroll service provider or any other third party providing service to you via the Online Employer website, you agree to release and hold harmless Sage and its officers, directors, employees, agents, subsidiaries, and affiliates) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes.

4. Information Control. We do not control the information provided by other users that is made available through the Online Employer website. You may find other user's information to be offensive, harmful, inaccurate, or deceptive.

5. Modification or Termination of Service. You agree that Sage reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice. You agree that Sage shall not be liable to you or any third party for any modification, suspension, or discontinuance of the Service. Without limiting any other remedies, we may suspend or terminate your account if we suspect that you (by conviction, settlement, insurance or otherwise) have engaged in fraudulent activity in connection with our site.

6. Your Information.
6.1 Definition. "Your Information" is defined as any information you provide or other authorized users provide, in any public message area or through any email feature. You are solely responsible for Your Information, and we act as a passive conduit for your online distribution and publication of Your Information.

6.2 Restricted Activities. Your Information and your activities on the site shall not: (a) be false, inaccurate or misleading; (b) be fraudulent; (c) infringe any third party's copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy; (d) violate any law, statute, ordinance or regulation; (e) be defamatory, trade libelous, unlawfully threatening or unlawfully harassing; (f) contain any viruses, Trojan horses, worms, time bombs, cancelbots, easter eggs or other computer programming routines that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information; (g) create liability for us or cause us to lose (in whole or in part) the services of our ISPs or other suppliers; or (h) link directly or indirectly to or include descriptions of goods or services that: (aa) are prohibited under this Agreement; or (bb) you do not have a right to link to or include.

6.3 Partners and Suppliers. Sage partners and Online Employer website Service providers may have independent security and data storage policies. Sage shall have no liability or responsibility for the retention or disclosure of information provided by you to the Online Employer website or any of it partners or suppliers in the course of your utilization of onlineemployer.com.

6.4 Third-Party Services. We allow access to or advertise third-party merchant sites ("Merchants") from which you may purchase certain goods or services. You understand that we do not operate or control the products or services offered by Merchants. Merchants are responsible for all aspects of order processing, fulfillment, billing and customer service. We are not a part to the transactions entered into between you and Merchants. You agree that USE OF SUCH MERCHANTS IS AT YOUR SOLE RISK AND IS WITHOUT WARRANTIES OF ANY KIND BY US, EXPRESSED, IMPLIED OR OTHERWISE INCLUDING WARRANTIES OF TITLE, FITNESS FOR A PARTICLUAR PURPOSE, MERCHANTABILITY OR NON-INFRINGEMENT. UNDER NO CIRCUMSTANCES, ARE WE LIABLE FOR ANY DAMAGES ARISING FROM THE TRANSACTIONS BETWEEN YOU AND MERCHANTS OR FOR ANY INFORMATION APPEARING ON MERCHANT SITES OR ANY OTHER SITE LINKED TO THE ONLINE EMPLOYER SITE.

6.5 Third-Party Merchant Policies. All rules, policies (including privacy policies) and operating procedures of Merchants will apply to you while on such sites. We are not responsible for information provided by you to Merchants or from Merchants to you. We and the Merchants are independent contractors and neither party has authority to make any representation or commitments on behalf of the other.

6.6 Links to Other Web Sites. The Online Employer website contains links to other websites. We are not responsible for the content, accuracy or opinions expressed in such websites, and such websites are not investigated, monitored or checked for accuracy or completeness by us. Inclusion of any linked website on the Online Employer website does not imply approval or endorsement of the linked website by us. If you decide to leave the Online Employer website and access these third-party sites, you do so at your own risk.

7. License. Solely to enable Sage to use the information you supply via the Online Employer website, so that we are not violating any rights you might have in that information, you agree to grant us a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sublicensable (through multiple tiers) right to exercise the copyright, publicity, and database rights (but no other rights) you have in Your Information, in any media now known or not currently known, with respect to Your Information. Sage will only use Your Information in accordance with its Sage Payroll Privacy Policy located at http://na.sage.com/us/legal. We require the Employer Identification Number (EIN) for each company for which you wish to process payroll and cannot process your subscription without it. We use the EIN information as a unique identifier for providing the Service, not for marketing purposes.

8.    Access and Interference. Our website contains security features and you agree that you will not use any robot, spider, other automatic device, or manual process to monitor or copy our web pages or the content contained herein without our prior expressed written permission. You agree that you will not use any device, software or routine to bypass our security features, or to interfere or attempt to interfere with the proper working of the Online Employer website or any activities conducted on our site. You agree that you will not take any action that imposes an unreasonable or disproportionately large load on our infrastructure. Much of the information on our site is updated on a real time basis and is proprietary or is licensed to us by our users or third parties. You agree that you will not copy, reproduce, alter, modify, create derivative works, or publicly display any content (except for Your Information) from our website without the prior expressed written permission of Sage or the appropriate third party.

8.1 Access, Password and Security.  You may designate up to the number of users under your account which corresponds to the level of Service you are receiving from the Online Employer website, and you may provide and assign access and passwords to such users. You will be responsible for the confidentiality and use of login information including company name, user name, and password and each of your user’s compliance with these Terms of Service. You will be responsible for all electronic communications, including all changes made to your company’s database ("Electronic Communications") under your login information and password (Access Information”). Electronic Communications include your business’s Human Resource and Payroll data that you send through the Service. Electronic Communications sent through the Service utilizing your Access Information will be identified as being sent by you. You agree immediately to notify your Online Employer service provider if you become aware of any loss or theft or unauthorized use of any of your Access Information.

9.    Breach.  Without limiting other remedies, we may immediately issue a warning, temporarily suspend, indefinitely suspend or terminate your access and refuse to provide our Services to you if: (a) you breach these Terms of Service or the documents it incorporates by reference; (b) we are unable to verify or authenticate any information you provide to us; or (c) we believe that your actions may cause financial loss or legal liability for you, other users or us.

10. Privacy.  We do not sell or rent your personal information to third parties for marketing purposes without your consent and we only use your information as described herein and in the Sage Payroll Privacy Policy. We store and process your information on computers located in the United States that are protected by physical as well as technological security devices. If you object to Your Information being transferred or used in this way please do not use our Services. Occasionally, we may use Your Information to contact you with product updates or special offers that may interest you.

11. No Warranty.  YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE MAKE NO WARRANTY THAT (i) THE SERVICE WILL MEET YOUR REQUIREMENTS, (ii) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE, OR (iv) ANY ERRORS IN THE SOFTWARE OR SERVICE WILL BE CORRECTED. NO ACCOUNTING, FINANCIAL, LEGAL OR TAX ADVICE OR COUNSEL IS GIVEN, OR SHALL BE DEEMED TO HAVE BEEN GIVEN, BY THE SERVICE NOR SHALL SUCH SERVICE CREATE A WARRANTY NOT EXPRESSLY STATED HEREIN.

12. Liability Limit.  IN NO EVENT SHALL WE BE LIABLE TO YOU OR ANYONE ELSE FOR ANY DAMAGES SUFFERED BY YOU, INCLUDING ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, ANY LOST PROFITS OR DAMAGES FOR BUSINESS INTERRUPTION, LOSS OF INFORMATION, PROGRAMS, OR OTHER DATA) THAT RESULT FROM BREACH OF CONTRACT, BREACH OF WARRANTY, TORT, INCLUDING NEGLIGENCE, PRODUCT LIABILITY, ACCESS TO, USE OF, OR INABILITY TO USE THE ONLINE EMPLOYER SITE OR SERVICE OR DUE TO ANY BREACH OF SECURITY ASSOCIATED WITH THE TRANSMISSION OF INFORMATION THROUGH THE INTERNET, EVEN IF WE WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE NEGATION OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN US AND YOU. THIS SITE AND THE SERVICES WOULD NOT BE PROVIDED WITHOUT SUCH LIMITATIONS, NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US THROUGH THE SITE SHALL CREATE ANY WARRANTY, REPRESENTATION OR GUARANTEE NOT EXPRESSLY STATED IN THESE TERMS OF SERVICE.
IN ANY EVENT, UNDER NO CIRCUMSTANCES SHALL WE BE LIABLE FOR ANY LOSS, COST, EXPENSE, OR DAMAGE TO YOU OR ANY THIRD PARTY THAT EXCEEDS THE AMOUNT ACTUALLY PAID FOR THE SERVICE PROVIDED TO YOU FOR THE IMMEDIATELY PRECEEDING 12 MONTHS FROM THE DATE THE CAUSE OF ACTION AROSE.
You acknowledge and agree that we are not liable for any loss resulting from a cause over which we do not have direct control, including but not limited to failure of electronic or mechanical equipment or communication lines; telephone or other interconnect problems; bugs, errors, configuration problems or incompatibility of computer hardware or software; failure or unavailability of Internet access; problems with Internet service providers or other equipment or services relating to your computer; problems with intermediate computer or communications networks or facilities; problems with data transmission facilities or your telephone or telephone service; or unauthorized access, theft, operator errors, severe weather, earthquakes or labor disputes. We are not responsible for any damage to your computer, software, modem, telephone or other property resulting from your use of the Service.

13.  Indemnity.  You agree to indemnify and hold Sage and its officers, directors, employees, agents, subsidiaries, and affiliates harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of your breach of the Terms of Service or the documents it incorporates by reference, your use of the Service or your violation of any law or the rights of a third party. This obligation will survive the termination of Service.

14. Legal Compliance. You shall comply with all applicable domestic and international laws, statutes, ordinances and regulations regarding your use of the Service.

15. No Agency.  You and Sage are independent contractors, and no agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by these Terms of Service.

16.  Notices.  Except as explicitly stated otherwise, any notices shall be given to you by email to the email address you provide during the registration process. Notice shall be deemed given 24 hours after email is sent, unless we are notified that the email address is invalid.  Any notices given by you shall be sent via overnight courier or U.S. Certified Mail, return receipt requested to the address provided in Section 21 below.

17.  Arbitration.  You agree that any controversy or claim arising out of or relating to this site and the Service, excluding legal action taken by Sage to collect fees and/or recover damages for or to obtain an injunction relating to, the Online Employer site operations, intellectual property, and our services, shall be settled by binding arbitration in Moorestown, New Jersey in accordance with the commercial arbitration rules of the American Arbitration Association and judgment entered upon the award by the arbitrator may be entered in any court having jurisdiction thereof. Sole and exclusive jurisdiction and venue for any action for equitable or injunctive relief shall be in the appropriate state court in Burlington County, New Jersey or the United States District Court for the State of New Jersey. You expressly submit the exclusive jurisdiction of said courts and consent to extra-territorial service of process. Any such controversy or claim shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any claim or controversy of any other party.

18. Governing Law.  The validity and interpretation of these Terms of Service and the rights and obligations of the parties shall be governed by the substantive laws of the State of New Jersey, USA, without regard to conflict of law principles.

19. General.  We do not guarantee continuous, uninterrupted or secure access to our services, and operation of our site may be interfered with by numerous factors outside of our control. If any provision of these Terms of Service is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced. You agree that these Terms of Service may be automatically assigned by us, in our sole discretion, in the event of a merger or acquisition. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. The Terms of Service set forth the entire understanding and agreement between us and you with respect to the subject matter hereof.

20. Statue of Limitations.  You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or the Terms of Service must be filed within one (1) year after such claim or cause of action arose or forever be barred.

21. Disclosures.  The Online Employer website is owned and made available by Payroll Associates Inc., located at 305 Fellowship Rd, Suite 300, Mt Laurel, NJ  08054. Disputes between you and your payroll provider regarding the Service may be reported to Customer Support by emailing [email protected].

Copyright © 2003 All Rights Reserved.

Use of this Web site constitutes acceptance of the User Agreement and Sage Payroll Privacy Policy.