Terms and Conditions
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Please read these terms and conditions carefully. The software and/or applications (collectively “Material”) made available to you by SurePayroll, Inc. and/or its parent company, Paychex, Inc. or any affiliates (“SurePayroll”) through this website (“Site”) are subject to the following terms and conditions (“Terms”), and by accessing or using the Material and/or the Site, including using the services and/or Material enabled via the Site, you agree to be bound by the Terms. If you agree to these Terms on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to these Terms and, in such event, "you" or "your" will also refer and apply to that company or other legal entity.
You acknowledge that you are responsible for the security of all usernames, passwords, or other login credentials used to access the Material and/or the Site. Unauthorized use of the Site, including but not limited to, unauthorized entry into SurePayroll’s systems or misuse of passwords or other login credentials is strictly prohibited. You acknowledge that SurePayroll may disclose and transfer any information that you provide through the Site to (i) any SurePayroll employees, agents, or vendors as needed to provide the services; (ii) to any other person or entity with your consent; or (iii) if we have a right or duty to disclose or are permitted or compelled to so disclose such information by law. Use of the Site may be monitored, tracked and recorded.
SurePayroll owns all rights, title, and interest, including, but not limited to, copyright, patent, trade secret, and all other intellectual property rights, in the Material and/or the Site. The Material is protected by copyright and other intellectual property laws and by international treaties. If you are ever held or deemed to be the owner of any copyright rights in the Material or any changes, modifications, or corrections to the Material, you hereby irrevocably assign to SurePayroll all such rights, title, and interest. You are granted a limited, non-transferable, non-exclusive right to access and use the Material and/or the Site.
You acknowledge that the Material contains valuable trade secrets and confidential information owned by SurePayroll or third parties. You agree that you will not, directly or indirectly: (i) sell, lease, assign, sublicense, or otherwise transfer; (ii) duplicate, reproduce, or copy; (iii) disclose, divulge, or otherwise make available to any third party; (iv) use, except as authorized by SurePayroll in these Terms or another agreement; or (v) decompile, disassemble, or otherwise analyze for reverse engineering purposes the Material. You agree to notify SurePayroll immediately of any unauthorized use or disclosure of any trade secrets or confidential information and to cooperate in remedying such unauthorized use or disclosure.
The trademarks, service marks, trade names, trade dress, logos, designs, and/or any sounds associated with the Site are owned by SurePayroll or third parties who have authorized their use. SurePayroll does not grant any license or other authorization to any user of such copyrightable material, or any other intellectual property, by including them on the Site.
Web Content and Materials
You acknowledge that SurePayroll is not rendering legal, tax, accounting, or investment advice in connection with the services or your use of the Material and/or the Site. SurePayroll is not responsible for your compliance with, nor will SurePayroll provide legal or other financial advice, with respect to applicable federal, state, or local laws, regulations, or ordinances (collectively “Laws”). You agree to be responsible for your compliance with all applicable Laws.
When you visit the Site or send e-mails to SurePayroll, you are communicating with SurePayroll electronically. You consent to receive communications from SurePayroll electronically, andSurePayroll may communicate with you by e-mail or by posting notices on the Site. You agree that all agreements, notices, disclosures, and other communications that SurePayroll provides to you electronically satisfy any legal requirement that such communications be in writing.
Links to Other Sites
This Site may contain links to third-party websites (“Third-Party Websites”), which are provided solely as pointers to information on topics that may be useful to the user. If you choose to link to a Third-Party Website, SurePayroll makes no warranties, either express or implied, concerning the content of such site, including the accuracy, completeness, reliability, or suitability thereof for any particular purpose, nor does SurePayroll warrant that such site or content is free from any claims of copyright, trademark, or other infringement of the rights of third parties or that such site or content is devoid of viruses or other contamination. Links to Third-Party Websites do not imply any endorsement of or responsibility for the opinions, ideas, products, information, or services offered at such sites.
Disclaimer of Warranties
YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOUR USE OF THIS SITE (INCLUDING ALL INFORMATION AND MATERIALS CONTAINED ON THE SITE) IS AT YOUR SOLE RISK, AND IS PROVIDED “AS IS” AND “AS AVAILABLE,” WITH ALL FAULTS. SUREPAYROLL EXPRESSLY DISCLAIMS ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND WITH REGARD TO THE SITE, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, TITLE, NONINFRINGEMENT OF THIRD PARTY RIGHTS, FREEDOM FROM VIRUSES OR OTHER HARMFUL CODE, OR ARISING FROM A COURSE OF DEALING, USUAGE OR TRADE PRACTICE. SUREPAYROLL WILL NOT BE LIABLE FOR ANY DELAY, DIFFICULTY IN USE, INACCURACY OF INFORMATION, COMPUTER VIRUSES, MALICIOUS CODE, OR OTHER DEFECTS IN THE SITE, OR FOR THE INCOMPATIBILITY BETWEEN THE SITE AND FILES AND THE USER’S BROWSER OR OTHER SITE ACCESSING PROGRAM.
Limitation of Liability
SurePayroll will, under no circumstances, be liable for any special, indirect, incidental, consequential, punitive or other indirect damages, including, without limitation, any damages resulting from loss of use, data, or profits arising out of any use of or inability to use the site or any portion thereof, however caused, on any theory of liability (including contract, tort, or warranty), or as a result of SurePayroll’s exercise of its rights under these Terms, even if SurePayroll has been advised of the possibility of such damages. This limitation of liability is in addition to and does not limit any additional liability limitations set forth in any separate SurePayroll services agreement.
You agree to indemnify, defend, and hold SurePayroll, its parents, subsidiaries, affiliates, officers, employees, agents, partners and licensors harmless from any and all claims, losses, costs, liabilities, and expenses (including reasonable attorneys’ fees) relating to or arising out of: (a) your misuse of, or inability to use, the Material and/or the Site; (b) your violation of any of the Terms; (c) your violation of any rights of another party, including any other user of the Material and/or the Site; or (d) your violation of any applicable Laws.
Potential Disruption of Service
Access to the Site may from time to time be unavailable, delayed, limited, or slowed due to, among other things, hardware and/or software failures, errors, or bugs; acts of God, war, or terrorism; or acts of any governmental body. SurePayroll shall not be liable for any delay or failure to perform resulting from these or other causes outside of its control.
Enforceability and Governing Law
Your use of the Site shall be governed by the laws of the State of Illinois without regard to, or application of, its conflicts of laws, rules, and principles, except for the arbitration agreement contained herein which shall be governed exclusively by the Federal Arbitration Act, 9 U.S.C. section 1 et seq (the “FAA”). Except as provided herein, any dispute arising out of, or in connection with, the Terms will be determined only by binding arbitration in Chicago, Illinois, in accordance with the commercial rules of the American Arbitration Association. Arbitrable disputes include, without limitation, disputes about the formation, interpretation, applicability, or enforceability of these Terms. Any dispute arising under the Terms will be brought within two (2) years of when the claim accrued. The arbitrator will not be authorized to award exemplary or punitive damages, or any damages excluded in the Limitation of Liability provision. The parties will not be permitted to bring, or participate in, and the arbitrator will not have any authority or jurisdiction to hear or decide, any claims brought as any type of purported class action, coordinated action, aggregated action, or similar action or proceeding. Each party must only bring claims against each other in their individual capacity. In the event any of the terms or provisions of these Terms shall be held to be unenforceable, the remaining terms and provisions shall be unimpaired and the enforceable term or provision shall be replaced by such enforceable term or provision as comes closest to the intention underlying the unenforceable term or provision.
Changes to the Site; Termination
SurePayroll reserves the right to change or discontinue, temporarily or permanently, the Site, and those products and services available at the site, including but not limited to revising and/or deleting features or other information without prior notice. You agree that SurePayroll will not be liable to you for any damages resulting from its modification, suspension, discontinuance, or deletion of the Site, any elements comprising the Site, or any products or services available on the Site. We reserve the right, at our sole discretion, immediately and without notice to you, to suspend or terminate your account and/or your ability to access the Site and the products and services available on the Site, for any reason.
About these Terms
These Terms were posted on the date set forth above. SurePayroll reserves the right to change, alter, or modify these Terms at its own discretion. Any revised Terms will be posted on the Site and will be effective immediately, unless otherwise stated.