Access and use of this website is subject to the following license agreement. Paylogix
is willing to grant you access to this website only on the condition that you accept
all of the terms of this agreement. Read the Acceptance of Terms carefully before
accessing this website. By clicking on the "I Agree" button, you are agreeing to
the Acceptance of Terms. If you do not agree to these terms, click on the "I Don't
Agree" button.
ACCEPTANCE OF TERMS
Paylogix, L.L.C., a New York Limited Liability Company ("Paylogix") provides this Paylogix.com web site ("Web Site") to you. This agreement is made between you and Paylogix, the provider of the products and services at this Web Site. The Web Site, all services such as access to on-line tools, information, and your statements ("Services") and text, pictures, graphics, logos, button items, images, works of authorship and other information and all revisions, modifications, and enhancements thereto ("Content") are subject to the following terms and conditions, which may be updated from time to time.
YOUR ACCESS TO AND USE OF THIS WEB SITE AND THE SERVICES PROVIDED ON THIS WEB SITE ARE SUBJECT TO THE FOLLOWING TERMS AND
CONDITIONS AND ALL APPLICABLE LAWS AND REGULATIONS (INCLUDING, WITHOUT LIMITATION, HEALTH INSURANCE PORTABILITY AND ACCOUNTABILITY
ACT (“HIPAA”)). PLEASE READ THESE TERMS CAREFULLY. IF YOU DO NOT AGREE WITH ANY OF THESE TERMS OR CONDITIONS, DO NOT ACCESS OR OTHERWISE
USE THIS WEB SITE, THE SERVICES, OR ANY INFORMATION CONTAINED ON THIS WEB SITE.
BY CLICKING “I ACCEPT” BELOW AND USING THIS WEB SITE, YOU AGREE TO ABIDE BY EACH OF THE TERMS AND CONDITIONS SET FORTH BELOW,
INCLUDING, WITHOUT LIMITATION, THAT YOU WILL USE PERSONAL HEALTH INFORMATION ONLY IN AN APPROPRIATE MANNER AND IN COMPLIANCE WITH HIPAA.
WE RESERVE THE RIGHT, IN OUR SOLE DISCRETION, AND WITHOUT NOTICE, TO UPDATE AND/OR REVISE THESE TERMS AND CONDITIONS. YOUR CONTINUED USE
OF THIS SITE FOLLOWING THE POSTING OF ANY CHANGES TO THE TERMS AND CONDITIONS CONSTITUTES ACCEPTANCE OF THOSE CHANGES. PLEASE CHECK THE
TERMS AND CONDITIONS PERIODICALLY FOR CHANGES.
USE OF THE SERVICES; INDEMNIFICATION
In consideration of your use of the Content and Services, you agree to provide true, accurate and current information as prompted
by this Web Site. By registering on this Web Site, you represent and certify that you are (a) eighteen (18) years of age or older,
(b) able to form legally binding contracts under applicable law, and (c) (if you are using this Site or Services on behalf of an entity)
authorized to bind such entity hereto. If any information you provide is untrue, inaccurate or not current, or if Paylogix suspects that
such information is untrue, inaccurate or not current, Paylogix, at its sole discretion, has the right to suspend or terminate your use
and refuse all current or future access to the Content and use of the Services or suspend or terminate any portion thereof. Further, you
agree that Paylogix will not be liable to you or any third party if Paylogix modifies, suspends or terminates your access to the Content or
Services for any reason, which Paylogix may do in its sole discretion. You agree to use the site solely for the purposes for which the
Services are intended and solely in compliance with the Terms and Conditions and any other agreement between yourself and Paylogix.
You agree that your use of the site, Content and Services will comply in all respects with the confidentiality and other provisions of all
applicable laws and regulations, including without limitation those of the Health Insurance Portability and Accountability Act of 1996, and
regulations from time to time promulgated thereunder (“HIPAA”).
You agree to defend, indemnify, and hold harmless Paylogix and its affiliates, parents, subsidiaries, and their respective employees,
agents, contractors, officers, directors, successors and assigns from all liabilities, claims, damages and expenses, including without
limitation attorneys’ fees and costs, that arise from your use or misuse of this site or a breach of your representations and warranties.
PASSWORDS/USER ID PROTECTION AND USE
To obtain use for the Services, you will be assigned a password and user ID upon completing the registration process. You agree to maintain
the confidentiality of your password and user ID and are fully responsible for all activities using your password or user ID. You agree that
under no circumstances will you provide your password or user ID to a third party. You agree to immediately notify Paylogix of any
unauthorized use of your password or your user ID or any other breach of security, and to log off from your account at the end of each
session. Paylogix cannot and will not be liable for any loss or damage arising from your failure to comply with this Section.
COPYRIGHTS, TRADEMARKS AND INTELLECTUAL PROPERTY
You acknowledge and agree that all Content is the copyrighted work of Paylogix or third party content suppliers and is protected by copyright
laws. You acknowledge that Paylogix, Paylogix.com, the Paylogix logo, all page headers, custom graphics, and button icons are service marks,
trademarks and/or trade dress of Paylogix and that all other trademarks, product names, company names or logos on the Web Site are the
property of their respective owners. In addition to complying with all applicable laws, you agree that you will not use, sell, reproduce,
transmit, edit or create derivative works from any such trademarks, service marks, trade dress or other logos from this Web Site. You
acknowledge that Paylogix has expended substantial time, effort and funds to create and deliver the Services and compile the data contained
therein. The Services and data are and will continue to be Paylogix's exclusive property.
PROPRIETARY SOFTWARE
All software used in connection with this Web Site ("Software") is the property of Paylogix or its suppliers and is protected by U.S.
patent and copyright laws. Any use of the Software other than as required to navigate and to utilize the functionality offered through this
Web Site is prohibited. You agree not to copy, distribute, publicly display, modify, decompile, disassemble, reverse engineer or otherwise
attempt to discover the source code of the Software.
CONNECTION REQUIREMENTS
You are responsible for providing and maintaining, at your own option and expense, all hardware, software and communication lines required
to access and use this Web Site. Paylogix reserves the right to change the requirements of the hardware, software and communication
configuration at any time.
MODIFICATION TO SERVICES
Paylogix may, at its sole discretion, modify or discontinue any of the Services or Content or a portion thereof, with or without notice.
You agree that Paylogix will not be liable to you or any third party for any modification or discontinuance of any of the Services or Content.
DISCLAIMERS
Information contained on this Web Site has been prepared by Paylogix as a convenience to its users and has been compiled based upon
information provided to Paylogix by users of this Web Site and by third parties. Paylogix has used reasonable efforts in collecting,
preparing and providing quality information and material, but makes no warranty or guarantee about the accuracy, completeness, or adequacy of
the information contained in this Web Site. The information contained on this Web Site does not constitute legal, tax, accounting or other
professional advice. Users relying on Content from this Web Site do so at their own risk and are encouraged to seek professional advice when
appropriate.
Paylogix may provide you with planning and educational tools, including calculators. Such tools and calculators may allow you to model
"what-if" scenarios, the results of which are illustrative and are based on the information and assumptions identified. There is no
guarantee that the results shown are necessarily accurate or will be achieved. In addition, these tools and calculators are not part of
any planning report for which you may have paid a fee, even if the tools and calculators include information derived from or contained in
a report. Paylogix makes no warranty regarding the accuracy of such calculators available for use on this Web Site.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THIS WEB SITE, THE SERVICES AND CONTENT IS AT YOUR SOLE RISK. ALL SERVICES, CONTENT
AND SOFTWARE ARE PROVIDED ON AN "AS IS" OR "AS AVAILABLE" BASIS. PAYLOGIX AND ITS SUPPLIERS EXPRESSLY DISCLAIM ALL WARRANTIES AND CONDITIONS
OF ANY KIND WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE, TITLE OR NONINFRINGEMENT. PAYLOGIX AND ITS SUPPLIERS MAKE NO WARRANTY THAT (i) THE SERVICES, CONTENT AND SOFTWARE ARE ACCURATE,
TIMELY, UNINTERRUPTED OR ERROR-FREE; (ii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES, CONTENT OR SOFTWARE WILL BE
RELIABLE; (iii) ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED; (iv) THE SERVER THAT MAKES THE SITE AVAILABLE IS SECURE AND FREE OF VIRUSES
OR OTHER HARMFUL COMPONENTS; AND/OR (v) USE OF, AND CONTENT AT, THE SITE (AND/OR ANY LINKS TO THIRD PARTY SITES) WILL BE FREE OF VIRUSES,
WORMS, BUGS, TROJAN HORSES OR THE LIKE, DEFAMATORY, HARASSING, OBSCENE OR OTHERWISE OBJECTIONABLE CONTENT.
LIMITATION OF LIABILITY
YOU UNDERSTAND AND AGREE THAT PAYLOGIX AND ITS SUPPLIERS WILL NOT BE LIABLE UNDER ANY CIRCUMSTANCES FOR ANY DIRECT, INDIRECT, INCIDENTAL,
SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES EVEN IF PAYLOGIX OR ITS SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF THOSE DAMAGES,
RESULTING FROM YOUR USE OR INABILITY TO USE THE WEB SITE, SERVICES, CONTENT OR SOFTWARE, AND/OR ANY USE OR RELIANCE ON ANY LINKED WEB SITE
OR ANY OTHER MATTER RELATED TO THE SERVICES OR CONTENT. IF, NOTWITHSTANDING THE ABOVE, LIABILITY IS IMPOSED ON PAYLOGIX, THEN YOU AGREE THAT
PAYLOGIX'S TOTAL LIABILITY FOR ANY OR ALL OF YOUR LOSSES OR INJURIES FROM PAYLOGIX'S ACTS OR OMISSIONS UNDER THIS AGREEMENT, REGARDLESS OF
THE NATURE OF THE LEGAL OR EQUITABLE RIGHT CLAIMED TO HAVE BEEN VIOLATED, SHALL NOT EXCEED THE AMOUNT OF FEES COLLECTED FROM YOU BY PAYLOGIX
DURING THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE ALLEGED BREACH BY PAYLOGIX OF THIS AGREEMENT.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY
TO YOU.
THE FOREGOING LIMITATIONS OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW AND SHALL SURVIVE ANY TERMINATION OR EXPIRATION
OF THIS AGREEMENT OR YOUR USE OF THIS SITE AND/OR THE SERVICES.
YOU SPECIFICALLY AGREE THAT ANY CLAIM AND/OR CAUSE OF ACTION RELATING TO THIS SITE AND/OR THE SERVICES MUST BE BROUGHT WITHIN ONE (1) YEAR
AFTER THE INITIAL DATE OF THE EVENT THAT GIVES RISE TO SUCH CLAIM OR CAUSE OF ACTION.
LINKS TO THIRD PARTIES
This Web Site may contain links to Web Sites maintained by third parties. Such links are provided for your convenience and reference only.
Paylogix does not operate or control in any respect, and is not responsible for, any information, software, products or services available
on such Web sites. Paylogix's inclusion of a link to a Web site does not imply any endorsement of the services or the site, its contents, or
its sponsoring organization.
GENERAL PROVISIONS
Entire Agreement
These terms and conditions, the Privacy Policy, and other policies Paylogix may post constitute the entire agreement between Paylogix and
you in connection with your use of this Web Site, the Services, and the Content and it supersedes all prior or contemporaneous communications,
promises and proposals, whether oral, written or electronic. Paylogix may update these terms and conditions from time to time by posting
revised terms and conditions on this Web Site, without notice to you, and your subsequent use of the Web Site is governed by those new terms
and conditions. The terms and conditions are effective until terminated or modified by Paylogix. In the event of termination, the copyrights,
trademarks, and intellectual property, disclaimers, limitations of liabilities, and jurisdiction provisions set forth in these terms and
conditions will survive. In the event of a conflict between any other notice, policy, disclaimer or other term contained in this Web Site,
these terms and conditions will control (provided, however, that in the event that a provision contained in an fully executed written
agreement between Paylogix and you is contrary to any provision hereof, the provision in that fully executed written agreement shall govern).
If any provision is deemed to be unlawful or unenforceable, it will not affect the validity and enforceability of the remaining provisions.
The section headings are for convenience only and do not have any force or effect.
Governing Law
These terms and conditions are governed by the laws of the State of New York without regard to choice or conflicts of law provisions. You
hereby consent to the exclusive jurisdiction and venue of the courts in Nassau County or Suffolk County, New York in connection with any legal
action arising in connection with these terms and conditions and/or the use of this site, and you hereby submit to the jurisdiction of any
such court.
Notice Regarding Foreign Use
Paylogix makes no representation that the content on this site is appropriate or available for use in locations outside the United States,
and accessing the content from territories where such content is illegal is prohibited. Those who choose to access this site from locations
outside the United States do so at their own initiative and are responsible for compliance with local laws.