PayPrep - web based payroll solutions

1. Notice/Acceptance of Terms. 
This Terms and Conditions Agreement ("Agreement") is a contract between you and PAYPREP USA INC. ("PayPrep"). This Agreement governs your use of the PayPrep.com website (the "Site"). PayPrep is willing to provide you with access to the Site only on the condition that you accept all of the terms and conditions contained in this Agreement. You may not use the Site until you have read this Agreement and indicated your unconditional acceptance of it by clicking the "I accept" button. If you do not accept this Agreement, you should terminate your use of the Site by clicking the "I do not accept" button. PayPrep may change the terms of this Agreement from time to time by posting those changes on the Site. By continuing to use the Site following such changes, you agree to be bound by such changes to the Agreement.

USING THE PAYPREP WEBSITE
2. General Terms and Conditions. 
In using the Site, you agree to: (a) provide true, accurate, current and complete information about yourself as prompted, and (b) to maintain and update this information to keep it true, accurate, current and complete. If any information provided by you is untrue, inaccurate, not current or incomplete, PayPrep has the right to terminate your account and refuse any and all current and future use of the Site. 
3. Description of Services.
PayPrep’s sole obligation to you is to prepare the tax forms specified on the Site and make payments as you direct based on the information you disclose. PayPrep has no obligation to perform any additional services not expressly indicated on the Site , included but not limited to, (a) preparing corrected or subsequent filings for any reason whatsoever; (b) paying or collecting additional monies to/from the IRS or any other relevant tax authority and (c) paying interest to you on any amounts owed to you by the IRS or any other tax authority resulting from overpayment of your taxes.
4. Member Account; Password and Security. 
PayPrep may supply you with a password and account designation upon completing the Site registration process. You agree to cooperate with PayPrep in protecting the security of the Site and, if you choose to register, you agree not to use your access to enable anyone to gain unauthorized access to any area of the Site that is not accessible by the general public. You are responsible for maintaining the confidentiality of the password and account, and are fully responsible for all activities that occur under your password or account. You agree to immediately notify PayPrep of any unauthorized use of your password or account, or any other breach of security of which you are aware, and to ensure that you properly close out of your account at the end of each session. PayPrep assumes no liability for any loss or damage resulting from your failure to comply with this section.
5. Third Party Links. 
For your convenience, PayPrep may provide links to other websites, including links that cause other websites to appear in frames or new browser windows while you are viewing pages on the Site. These other websites are not part of the Site, and PayPrep is not responsible for them, for any information, goods, or services that you may obtain through them, or for any information that you may provide to them. PayPrep is not affiliated or associated with the sponsors or producers of any such websites that hyperlink to or from the Site, and PayPrep does not endorse or make any representations or warranties whatsoever with respect to any content appearing on such websites.

INTELLECTUAL PROPERTY
6. Copyrights. 
All content on the Site, including text, graphics, logos, icons, and images and the selection and arrangement thereof, but not including tax forms or other government works, is the exclusive property of PayPrep or its licensors and is protected by U.S. and international copyright laws. Copyright © 2001, PayPrep USA Inc. All rights not expressly granted are reserved. You may not remove, conceal, or alter any copyright notice, or other notice of proprietary rights. 
7. Trademarks, Names and Logos. 
"PayPrep" and any other PayPrep trademarks, names or logos appearing on the Site are owned by PayPrep. The use of any of these materials or any other content on the Site, except as expressly provided in the preceding paragraph, is strictly prohibited. You may not remove, conceal, or alter any trademark notice or other notice of proprietary rights.

DISCLAIMERS; INDEMNIFICATION; LIMITATIONS OF LIABILITY
8. Disclaimer of Liability. 
PayPrep disclaims all liability resulting from any inaccurate information provided by you, any information failed to be provided by you or resulting form late filings due to your failure to provide such information in a timely manner. PayPrep disclaims all liability resulting from any late fees assessed by the IRS or any other relevant tax authority, regardless of the reason for the assessment of any such late fees. PayPrep disclaims all liability to you resulting from errors in the computation of your taxes. PayPrep cannot guarantee the accuracy or completeness of any tax forms it prepares on your behalf. PayPrep disclaims all liability to you in the event that your taxes are not paid due to the discontinuance or interruption of the PayPrep services. PayPrep is not responsible for circumstances beyond its control, and it does not promise that the Site will be available at all times or at any particular time, or will be uninterrupted or error free. PayPrep cannot guarantee that the taxing authority will accept your return due to circumstances beyond PayPrep’s control (e.g., incorrect user information, malfunction of the taxing authority’s system, communication system problems, etc.). 
9. Disclaimer of Warranties. 
Except as expressly provided above, the Site is provided "as is," without warranty of any kind, either express or implied, including without limitation, any warranty for information, data, services, uninterrupted access, or products provided through or in connection with the Site. Specifically, PayPrep disclaims, to the maximum extent permitted by applicable law, any and all warranties, including but not limited to: (1) any warranties concerning the availability, accuracy, usefulness, or content of information, products or services and (2) any warranties of title, warranty of non-infringement, warranties of merchantability or fitness for a particular purpose. This disclaimer of liability applies to any damages or injury caused by any failure of performance, error, omission, interruption, deletion, defect, delay in operation or transmission, computer virus, communication line failure, theft or destruction or unauthorized access to , alteration of, or use of record, whether for breach of contract, tortuous behavior, negligence, or under any other cause of action. 
10. Limitations of Liability. 
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PAYPREP NOR ANY OF ITS EMPLOYEES, AGENTS, SUCCESSORS, ASSIGNS, AFFILIATES, OR CONTENT OR SERVICE PROVIDERS SHALL BE LIABLE TO YOU OR OTHER THIRD PARTIES RELATING IN ANY WAY TO ANY LOSS OR INJURY RESULTING FROM THE USE OF OR INABILITY TO USE THE SITE, OR ANY OTHER CONTENT, DATA, GOOD, OR SERVICE, WHETHER ARISING UNDER THIS AGREEMENT OR APPLICABLE LAW, FOR ANY DAMAGES, INCLUDING WITHOUT LIMITATION, ANY DIRECT, INDIRECT, EXEMPLARY, PUNITIVE, SPECIAL OR CONSEQUENTIAL EVEN IF PAYPREP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES, AND EVEN IF ANY LIMITED REMEDY IS DEEMED TO HAVE FAILED ITS ESSENTIAL PURPOSE. Because some jurisdictions prohibit certain limitations of warranties or liability, the above disclaimers and limitations may not apply to you in all respects. 
11. Indemnification. 
You agree to indemnify and hold PayPrep harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of your use of the Site, the violation of this Agreement by you, or the infringement by you, or other user of the Site using your computer, of any intellectual property or other right of any person or entity. PayPrep reserves the right, at PayPrep’s expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you. You hereby agree to indemnify PayPrep for all costs and attorney fees relating to any investigation by the IRS, any other tax authority, or governmental body related to services rendered on your behalf. 

MISCELLANEOUS
12. Governing Law; Jurisdiction. 
This Agreement is governed by the laws of the state of New York without reference to the principles of conflicts of laws thereof. Any dispute arising from these Terms shall be resolved exclusively in the state and federal courts of the County of New York.
13. Force Majeure. 
PayPrep shall not be deemed in default or otherwise liable under this Agreement or for any of the services it provides on the Site due to its inability to perform its obligations due to any cause beyond the reasonable control of PayPrep. 
14. Headings. 
Headings are included for convenience only, and shall not be considered in interpreting this Agreement.
15. Severability. 
If any provision of this Agreement is invalid or unenforceable under applicable law, then it shall be, to the extent, deemed omitted and the remaining provisions will continue in full force and effect.