Payroll Tax Management – Self-Service Terms and Conditions

Last updated September 16, 2024

These Payroll Tax Management – Self-Service Terms (these “PTM Self-Service Terms”), together with the Terms of Service Agreement available at https://asuresoftware.com/about/terms (the “Universal Terms” and, together with these PTM Self-Service Terms, the “PTM Self-Service Agreement”), set forth the terms and conditions under which Asure Customer & IP HoldCo LLC (including any applicable affiliate, “Provider”) agrees to provide to User certain payroll tax processing, management and other related services as set forth on the applicable Sales Order (the “PTM Self-Service”).

These PTM Self-Service Terms are “Service Terms” under the Universal Terms. Capitalized terms used but not otherwise defined in these PTM Self-Service Terms shall have the meanings ascribed to such terms in the Universal Terms. The PTM Self-Service Agreement is a legally binding agreement between User and Provider. User is encouraged to read the PTM Self-Service Agreement carefully and to save a copy of it for User’s records. If User is agreeing to these PTM Self-Service Terms on behalf of a business or an individual other than User, User represents and warrants that User has authority to bind that business or other individual to the PTM Self-Service Agreement, and User’s agreement to these terms will be treated as the agreement of such business or individual. In that event, “User” (as defined in the Universal Terms) also refers to that business or individual. By (i) executing the applicable Sales Order for PTM Self-Service, or (ii) accessing or using the PTM Self-Service, User accepts the PTM Self-Service Agreement, and User agrees, effective as of the date of such action, to be bound by the PTM Self-Service Agreement.

1. PTM Self-Service Terms Governed by Universal Terms.

The terms and conditions of the Universal Terms agreed to in connection with the execution of the Sales Order, including but not limited to all representations, warranties, covenants, disclaimers, limitations on liability, agreements, and indemnities relating to the Services, are incorporated herein by reference, and User acknowledges and agrees that the representations, warranties, covenants, disclaimers, limitations on liability, agreements, and indemnities contained in the Universal Terms shall remain in full force and effect to the full extent provided therein.

If the terms and conditions of these PTM Self-Service Terms conflict with the terms and conditions of the Universal Terms, the terms and conditions of these PTM Self-Service Terms shall control with respect to the provision of the PTM Self-Service.

THE UNIVERSAL TERMS, AVAILABLE AT HTTPS://ASURESOFTWARE.COM/ABOUT/TERMS, CONTAIN IMPORTANT INFORMATION REGARDING LIMITATIONS OF PROVIDER’S LIABILITY, PROVIDER’S WARRANTY DISCLAIMERS, USER’S INDEMNIFICATION OBLIGATIONS, USER’S DUTY TO MITIGATE DAMAGES, THE LAW GOVERNING THE PTM SELF-SERVICE AGREEMENT, AND DISPUTE RESOLUTION PROCEDURES THEREUNDER.

2. PTM Self-Service. Provider, through itself or through the use of third-party hosting services, can deliver the PTM Self-Service via the Provider’s hosting infrastructure which is designed to provide commercially reasonable levels of security and availability. Provider will provide hosting services at the User’s location of choice (the “Site”) to enable reasonable access to and use of the PTM Self-Service in accordance with Provider’s policies posted at the Site. Provider will not be responsible for impounding funds, remitting payments, money transmission or preparing and filing returns for or on behalf of User.

3. License.

Provider grants User a limited, non-exclusive, non-transferable license to access and use the PTM Self-Service through its Authorized Users during the Term to process payroll taxes (the “License”). User acknowledges that it does not have the right to, and shall not permit User to, grant to any third party a sublicense to any right, title, or interest in or to the PTM Self-Service. Provider will provide, via electronic download, user guides and all other materials necessary for User to use the PTM Self-Service (collectively, the “PTM Self-Service Documentation”). User may only copy the PTM Self-Service Documentation for its internal business use to satisfy its reasonable internal needs and may not disseminate such PTM Self-Service Documentation to third parties.

User shall not assign, loan, sublicense, or otherwise transfer the PTM Self-Service, or alter, modify, or adapt (or cause to be altered, modified, or adapted) the PTM Self-Service. User shall not, and shall cause its employees, contractors, and/or agents not to: (i) copy all or any portion of the PTM Self-Service Documentation except as expressly permitted in this Section; (ii) modify, translate, or create derivative works based upon any of the PTM Self-Service; (iii) reverse engineer, reverse assemble, decompile, or otherwise attempt to derive source code from any of the PTM Self-Service or any part thereof; (iv) make any of the PTM Self-Service available to any unauthorized third parties; (v) perform, or release the results of, benchmark tests or other comparisons of any of the PTM Self-Service with other software, services, or materials; or (vi) use any of the PTM Self-Service other than in accordance with the terms and conditions of the PTM Self-Service Agreement.

The PTM Self-Service contains trade secrets of Provider and its suppliers, and User agrees to protect these trade secrets with as much care as User protects its own trade secrets and, in any event, at least with reasonable care. Title to the PTM Self-Service and all rights are reserved to Provider and its suppliers. User does not acquire any rights, express or implied, in the PTM Self-Service other than those specified in the PTM Self-Service Agreement. Any unauthorized use of the PTM Self-Service will be deemed to be a material breach of the PTM Self-Service Agreement. Without limiting the foregoing, use of the PTM Self-Service for internal development, quality testing, or any other non-production purpose is not authorized under the PTM Self-Service Agreement.

4. Processing Responsibilities.

User is required to initiate funding transactions for itself and, if applicable, with the User Customers and is responsible for maintaining sufficient funds in User’s tax impound account to cover all of the User’s and, if applicable, the User Customers’ payroll tax liabilities. Provider will generate an ACH payment file for all electronic payroll tax deposits and will provide said ACH file to User. User is responsible for uploading such ACH file to User’s ACH provider on the date the file is made available by Provider. User will generate and submit all federal, state, and/or local tax returns for User and, if applicable, the User Customers in accordance with the taxing authority requirements. User must prepare and file the appropriate federal, state, and/or local payroll tax returns in a timely manner. User shall assume full responsibility for all NSF activity.

For the avoidance of doubt, Provider’s sole responsibility is to provide Provider’s proprietary software and shall not be liable for any processing related issues.

5. User Tax Impound Account Reconciliation.

User understands, acknowledges, and agrees that User is solely responsible for ensuring that each tax impound account is reconciled and that all of the User’s and, if applicable, the User Customers’ tax funds are accounted for. USERS ARE NOT COVERED BY PROVIDER’S CRIME BOND NOR PROVIDER’S SSAE 18 CONTROLS.

6. Quarter End Balancing.

User shall be fully responsible for all quarterly and annual payroll tax data and shall ensure that said data is balanced and that any and all variances are reconciled at the end of each quarter.

7. Tax Notices/Tracers/Amended Returns.

User will be responsible for researching and responding to all taxing authority notices and tracers, preparing and filing all amended returns, and handling other related responses of any nature and kind.

8. User Obligations.

User may enable access of the PTM Self-Service for use only by Authorized Users and solely for the business purposes set forth in the PTM Self-Service Agreement. User is responsible for any and all actions or inactions taken with or without User’s knowledge or consent, by Authorized Users in connection with the PTM Self-Service or the PTM Self-Service Agreement. Any such action or inaction of an Authorized User that would result in a breach of the PTM Self-Service Agreement, if undertaken by User, will be deemed a breach of the PTM Self-Service Agreement by User. User shall: (i) have sole responsibility for the accuracy, quality, and legality of all User Data and for obtaining all consents and permissions required for the use thereof in connection with the PTM Self-Service; (ii) prevent unauthorized access to, or use of, the PTM Self-Service; and (iii) notify Provider promptly of any such unauthorized access or use. Provider shall not: (i) use the PTM Self-Service in connection with committing tax fraud or otherwise in violation of applicable laws; (ii) send or store obscene, threatening, or otherwise unlawful or tortious material, including material that violates privacy rights, or material that infringes upon or violates any patent, copyright, trade secret, trademark, or other intellectual property right of any third party; (iii) send, upload, or otherwise provide or store malicious code; (iv) interfere with or disrupt the integrity or performance of the PTM Self-Service or the data contained therein; (v) violate or tamper with the security of any of Provider’s computer equipment or software or attempt to gain access to the PTM Self-Service or its related systems or networks; or (vi) insert or allow any data to be inserted relating to a person who is not physically residing in the United States or who does not have a Social Security Number or other US-issued identification number for tax purposes.