Terms of Services | Sage Spark

Sage Spark General Terms and Conditions of Use

Thank you for your interest in the Sage Spark website (the “Website”). Please read carefully these Terms and Conditions of use (the "Terms and Conditions") before using the website and/or the services offered therein (the “services”).
Throughout these Terms and Conditions "you" and "your" refer to a customer or website visitor. "we", us" and "our" refer to Sage Software Canada, ltd. (“Sage”) and "services" refers to all services provided by us through the website.
By using the website and/or the services, you agree to comply with all of the Terms and Conditions set out below. These Terms and Conditions are a legal contract between you and Sage. By clicking on the "i agree" button on the registration page, or by using the website or the related services, you agree that you have read and understand these Terms and Conditions and agree to be bound by them. If you do not agree to these Terms and Conditions, do not click the "I Agree" button and do not use or otherwise access the website.

1. Website Use

1.1. You agree to use the Website and the Services offered through it for your own personal use in connection with your business. You may not exploit any of the content on the Website for any other commercial purpose, unless upon Sage’s consent. By using the Website you further represent to Sage that you will not use the Website and/or the Services for any purpose that is unlawful or prohibited by law or by these Terms and Conditions. If you violate these Terms and Conditions, Sage reserves the right to prohibit you from using the Website and/or any of the Services.

1.2. From time to time, we may establish policies, rules and limits (together, the “Policies”) concerning use of the Website and/or Services and Your use of the Services will be subject to these Policies. We may also change the Policies and the changes will become effective upon posting of the modified Policies on the Website. We also reserve the right to waive or modify any of these Terms and Conditions as they apply to a specific Website user without affecting the application of these terms to all other users. Your continued use of the Website or any materials or services accessible through it, after such time means you accept the modifications. In addition, when using certain Services, you may be subject to additional terms (which may be posted from time to time) applicable to such Services and which are incorporated by reference into these Terms and Conditions.

1.3. Sage reserves the right to, at any time and from time to time, modify or discontinue, temporarily or permanently, the Website (or any part thereof) or the Services. Sage will not be liable for any such modification, suspension or discontinuance except as expressly provided herein.

2. Services

2.1. The website offers various commercial services, such as, but not limited to, information technology services, human resources advisory services (the “services”). Additionally, as part of certain services offered through the website, Sage may provide you with certain equipment, subject to additional and specific Terms and Conditions. Certain services available through the website may be subject to additional Terms and Conditions.

2.3. The Website may contain third party services (“Third Party Services”), including, without limitation, products, articles, offers and promotions. The Third Party Services are not provided by Sage. If you decide to use Third Party Services, you shall review and understand the respective Terms and Conditions governing any Third Party Services. You agree that the third party, and not Sage, is responsible for the performance of the Third Party Services. The Website may also contain or reference links to third party websites and are provided to you as a convenience only. The inclusion of any link is not and does not necessarily imply an affiliation, sponsorship, endorsement, approval, investigation, verification or monitoring by Sage of any information or services contained in any third party website. Sage will not be responsible for the information contained in such third party website or for your use of or inability to use such website. Access to any other website is at your own risk and subject to the respective Terms and Conditions.

3. Content

3.1. The website is proprietary to Sage and/or its affiliated entities and is protected by applicable intellectual property laws of Canada, the United States and international treaties. Unless otherwise authorized by Sage, you may not download (other than page caching), or modify any portion of the website.

3.2. Subject to these Terms and Conditions, Sage allows users, including you, to publish postings on the website (the “postings”). Postings shall mean, but is not limited to, any communication, content, texts, links, documents, images, opinions, software, data, and any other information you provide on the website, including, without limitation, textual or graphic contributions to message boards, chats, discussion forums, blogs, podcasts or otherwise.

3.3. Postings and third party content available on the Website are, in each case, the copyrighted work of the respective third party user of the Website or third party. Sage has no responsibility over your Postings. You are fully and solely responsible for the Postings you submit to the Website. You are responsible for you Posting’s legality, reliability, appropriateness, originality and copyright. By submitting any Posting to the Website, including, without limitation, any Posting containing images, photographs, pictures or that are otherwise graphical in whole or in part ("Images"), you warrant and represent that (i) you are the copyright owner of the content of the Posting and any Images, or that the copyright owner of the content or Images has granted you permission to use such content or Images consistent with the manner and purpose of your use and as otherwise permitted by these Terms and Conditions, (ii) you have the rights necessary to grant the licenses and sublicenses described in these Terms and Conditions, and (iii) that each person depicted in such Images, if any, has provided consent to the use of the Images as set forth in these Terms and Conditions, including, by way of example, and not as a limitation, the distribution, public display and reproduction of such Images. No compensation will be paid with respect to the use of your Posting or any Image you submit.

3.4. By using the website and making any postings available therein, you grant Sage a perpetual, non-exclusive, transferable, royalty free and irrevocable license to (in any media now known or not currently known or invented) distribute, publicly perform, publicly display, link to, utilize, use, copy, reproduce, distribute, exploit, and prepare derivative works, including translations, of the posting and to sub-license all of the foregoing rights to others through multiple tiers of sub-licensees.

3.5. You shall not upload to, distribute to, or otherwise disseminate through the Website any material or information of any kind that is libellous, defamatory, obscene, pornographic, abusive, or otherwise violates any law or infringes or violates any rights of any other person or entity, or contains a solicitation of funds, advertising, or a solicitation for goods or services. You may not submit Postings that contain personally identifiable information about other people, such as their phone number, street address or email address, or information about other people that could result in an invasion of their privacy. You will be liable for any loss or damage resulting, directly or indirectly, from your making any material or information available through the Website. No Postings you submit shall be deemed confidential and you agree that Sage shall be free to use or disseminate your Posting on an unrestricted basis for any purpose. Sage can use the Posting without any compensation obligation to you or to any other person or entity. You acknowledge that Sage may have already developed, or is in the process of developing, and is not restricted in any way from developing and marketing, offerings, products, services, functions, features, ideas or plans similar to or competitive with any described in a Posting submitted by you.

3.6. Sage has no obligation to, and does not and cannot review, every Posting or information that you and other users make available through the Website, and therefore Sage is not responsible for any of this material or information. However, Sage reserves the right to monitor, delete and/or refuse to transmit, move, or edit any material or information, in whole or in part, without any obligation to provide notice to you, that Sage deems in its sole discretion, unacceptable, undesirable or in violation of any law. Without limiting the generality of the foregoing, Sage reserves the right to restrict or prohibit the sending of unsolicited bulk or commercial messages or the sending of numerous copies of the same or substantially similar messages or very large messages to a recipient. Sage disclaims all warranties with regard to postings and third party content, including all implied warranties of merchantability, fitness for a particular purpose and non-infringement.

4. Disclaimer of warranties

The website, and all of its content, material, information or postings found on or accessed through the website, are provided on an "as is" basis. Sage, its parent and affiliated companies (the “Sage entities”), and each of their respective directors, officers, employees, consultants and agents expressly disclaim any and all representations, warranties and conditions, express and implied, including, without limitation, any and all representations and warranties of title and non-infringement, and all implied warranties and conditions of merchantable quality, fitness for any particular purpose, suitability for any particular purpose, and any representations, warranties or conditions arising from any course of dealing or usage of trade, with respect to the website.

Neither Sage, nor the Sage entities, and each of their respective directors, officers, employees, consultants and agents make any representations or warranties as to (i) the accuracy, timeliness, reliability, truthfulness or completeness of the website or its content, including, but not limited to, the contents of any content, information, material, or posting found on the website (including, but not limited to, any press releases or financial information); (ii) any services provided through the website, or any links to other sites made available on, or the content contained on such site(s): (iii) the continuous or error free use and operation of the internet or the website; (iv) that the website will be free from defects, viruses or other harmful components. You expressly agree that use of the website is at your sole risk.

You understand that information provided on the website may contain references or cross references to Sage and/or the Sage entities’ products and services that may not be available in your local area. Sage and the Sage entities make no representations or warranties as to the availability of such products and services in your local area and such references do not imply that Sage and/or the Sage entities intend to provide such products or services in your local area.

Third parties’ web sites accessed via links or other means from the website have, unless otherwise indicated, been independently developed by third parties. The inclusion of any information, material, content or links on the website should not be construed as an express nor an implied endorsement by Sage of any third party products or services.

Some jurisdictions do not allow the exclusion of warranties, so the above exclusions may not apply to you.

5. Limitation of Liability

To the maximum extent permitted by applicable law, under no circumstances, shall Sage or the Sage entities, and each of their respective directors, officers, employees, consultants and agents be liable for any direct, indirect, incidental, special or consequential damages (including damages relating to loss of business or profits or investment, telecommunication failures, loss, corruption, security or theft of data, accounting positions taken by you, or the like), whether based on, without limitation, negligence, gross negligence, strict libility, product liability, breach of contract and/or breach of warranty, even if Sage or any of its representatives have been advised of the possibility of such damages and even if a remedy set forth herein is found to have failed of its essential purpose. The limitations of damages set forth above are fundamental elements of the basis of the bargain between you and Sage.

You specifically acknowledge and agree that (i) neither Sage nor the Sage entities, nor each of their respective directors, officers, employees, consultants and agents shall be liable for any defamatory, offensive or illegal conduct of any user, including you.

Some of the website’s content, including, without limitation, the postings and third party content, posted to the website is provided by registered third parties not affiliated with Sage or the Sage entities. Such third-party content is the sole responsibility of the person or entity originating that content. Sage is not liable or responsible for any content posted on or linked from the website, including, but not limited to, any errors or omissions in content, or for any losses or damage of any kind incurred as a result of the use of or reliance on any content.

Sage is not liable for, and you agree to indemnify and hold Sage, the Sage entities, their respective directors, officers, employees, consultants and agents from any claim, including reasonable attorneys' fees, made by any third party relating to or arising out of content you submit, post, transmit or make available through the website, your use of the website, your violation of these Terms and Conditions or your violation of third parties’ rights. You agree to promptly notify Sage immediately after you become aware of any unauthorized use of your account and to take reasonable steps to prevent any reoccurrence of such unauthorized event. Sage reserves the right, in its sole discretion and at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you and you agree to cooperate as fully as reasonably required in the defense of any claim.

6. Miscellaneous

6.1. If you are dissatisfied with the Website, the Services, and/or these Terms and Conditions, your sole and exclusive remedy is to discontinue using the Website and the Services. Sage reserves the right, in its sole discretion, to take action (technical, legal or otherwise) to block, nullify or deny your ability to access the Website if you violate these Terms and Conditions. Upon termination, (i) you must immediately cease accessing or using the Website; (ii) you agree not to re-register or otherwise make further use of the Website; and (iii) you agree to destroy all materials obtained by you through the Website.

6.2. You agree that you are in compliance with all applicable laws and regulations pertaining to or governing your use of the website, and you agree to indemnify and hold Sage, the Sage entities and their respective directors, officers, employees, consultants and agents harmless from and against any and all claims, damages, losses or obligations suffered or incurred by you arising from your failure to comply.

6.3. If any provision of the Terms and Conditions is found invalid or unenforceable under applicable law, then it shall be, to that extent, deemed omitted and the remaining provisions will continue in full force and effect.

6.4. Any disputes arising hereunder shall be governed exclusively by the laws of the province of British Columbia and the laws of Canada applicable therein, without giving effect to their conflict of laws principles. You expressly consent to the exclusive forum, jurisdiction, and venue of the courts of British Columbia and/or the federal court of Canada in British Columbia, or any other judicial district or jurisdiction as Sage may determine in any and all actions, disputes, or controversies relating hereto.

6.5. These Terms and Conditions and any rules, policies, guidelines or other agreements posted on the website by Sage constitute the entire agreement between Sage and you with respect to your use of the website. Notwithstanding the foregoing, any products or services which you purchase through the website shall be subject to Terms and Conditions specific to such purchase provided to you from time to time including, without limitation, all Terms and Conditions posted on the website and all Terms and Conditions delivered to you (in any manner or form) in connection with any products or services purchased.

6.6. No waiver by either Sage or you of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. These Terms and Conditions are binding on you, your heirs, successors and assigns. You may not transfer or assign your rights and/or obligations hereunder without our prior consent. Sage may transfer or assign its rights and/or obligations hereunder without your consent.

6.7. If any provisions contained herein shall be determined to be void, invalid, or otherwise enforceable by a court of competent jurisdiction, such termination shall not affect the remaining provisions contained herein. The parties have required that the Terms and Conditions and all documents relating thereto be drawn up in English. La présente convention a été rédigée en anglais à la demande expresse des parties.

By using the website and/or any services related thereto, you agree that you have read, understand and agree to the Terms and Conditions.

Sage Spark Terms of Service - Consumers

Thank you for your interest in the Sage Spark website (the “website”). Please read carefully these terms of service (the "terms”) before using the website and/or the services offered therein (the “services”).
Throughout these terms, "you" and "your" refer to a customer or website visitor. "we", us" and "our" refer to Sage Software Canada, ltd. (“sage”) and "services" refers to all services provided by us through the website.
By using the website and/or the services, you agree to comply with all of the terms set out below, including and in addition to the Sage Spark general Terms and Conditions of use . These terms are a legal contract between you and Sage. By clicking on the "i agree" button on the registration page, or by using the website or the related services, you agree that you have read and understand these terms and agree to be bound by them. If you do not agree to these terms, do not click the "i agree" button and do not use or otherwise access the website.

1. Your Account

1.1. To use the Website and the services available through it (the “Services”), you will be required to create a user’s account through the registration process (the “Account”). The information that you supply during the registration process must be accurate and complete and you agree not to (i) register under the name of another person; (ii) choose a user name that may be deemed offensive; (iii) choose a username for the purposes of deceiving or misleading Website users as to your true identity; or (iv) violates the intellectual property or other rights of any person or entity. You agree to not impersonate any other person, including any other Website user or any Sage employee, officer or director. You must maintain and promptly update your registration data as necessary to keep it true, accurate, current and complete. The Sage Privacy Policy available at www.sagespark.com/privacy also applies to your use of the Website and Services.

1.2. Sage will keep your email address, and first and last name, on your registration confidential. However, you may change your first and last name on your registration to "visible" in your member profile for friends and contacts. It will then be available to friends and contacts you designate. Additional information provided in your registration such as products and services used or of interest may be used by us to provide you with content unique and personalized to you and other registered users with similar profiles.

1.3. You agree that your account information may, from time to time, be disclosed to other Sage affiliated entities (affiliated entities means any other legal entity that controls, is controlled by or is under common control with Sager, where "control" means the ownership, directly or indirectly, of ownership interests which represent more than 50% of the voting power in such legal entity) and to our authorized dealers to service your account, respond to your questions and promote additional products and services offered by members of the Sage affiliated entities that may interest you. If you do not wish to receive offers or information from related Sage affiliated entities, please contact Sage at the address set out below.

1.4. We may change, at any time, any charges, features, content, structure or any other aspects of the services, as well as any term or provision of any related service agreement. In such case, we will provide notice to you. If you do not accept a change to the services, your sole remedy is to terminate the respective service agreement and the services, you shall provide us with notice of your intent to terminate the services and respective agreement within 30 days of your receipt of our notice of change to the services (unless we specify a different notice period), otherwise you will continue to be charged as per the terms of the agreement related to the services you have purchased (the “service agreement”). All applicable charges shall continue to apply until the end of the notice period or until the services are no longer accessible by you, whichever is later.

1.5. You do not own any identifier (e.g., username, email address, Sage and/or Sage Spark sub-domain.) Assigned to you, and we may change or remove any identifier at any time, in which case we will provide notice to you of any such change.

2. Account Charges and Payment

2.1. Charges to your account will commence on the date of the initial activation of the service(s) (the “activation date”). Unless otherwise agreed between us, we will bill you monthly. We may bill you, however, for a charge up to six months from the date the charge was incurred. You are liable for all charges to your account. Charges to your account are due and payable in full from the date of your invoice or statement.

2.2. If payment of an amount due on your account is not received by us by the required payment date specified by us, it will be considered a delinquent amount and will be subject to a late payment charge of 2% per month, calculated and compounded monthly on the delinquent amount (26.82% per year) from the date of the first invoice on which the delinquent amount appears until the date we receive such amount in full. You agree that we can charge any unpaid and outstanding amount, including any late payment charges, on your account to your credit card, bank account or any other payment method pre-authorized by you for payment of our charges. Any questions or discrepancies regarding charges must be reported to us within 30 days of the date of our invoice or other statement. Failure to notify us within this time period will constitute your acceptance of such charges.

2.3. We may require a deposit or impose other payment or credit requirements (e.g., interim payments; mandatory pre-payments) at any time and on such terms as determined in our sole discretion. You will not earn any interest on any deposits or other payments held by us. If your service is terminated, we will apply any deposits or other payments against the outstanding final balance on your account. Upon notice to you, we may assign, change or remove a credit limit on your account at any time. Service may be suspended, at any time, to any and all of your accounts, if your balance, including pending charges, fees and adjustments, exceeds this limit. Recurring service charges continue to apply during any suspension of services.

3. Software

3.1. Any software and accompanying documentation we provide to you as part of the services remains our property or that of our licensors. You will take reasonable steps to protect such software or documentation from theft, loss or damage. You must review and agree to the applicable end user license agreement before installing or using the software or documentation. Unless otherwise provided in the applicable end user license agreement, all end user license agreements will terminate upon termination of the service agreement.

4. Term and Termination

4.1. The term of the service agreement, starts on the activation date and shall continue indefinitely until terminated in accordance with the provisions of the service agreement or applicable law.

4.2. Unless otherwise permitted by applicable law: (i) you may terminate all or any part of your services upon no less than 30 days advance notice by contacting Sage at the appropriate points of contact specified in these terms; and (ii) Sage may terminate all or any part of your services or accounts upon no less than 30 days advance notice to you at your email address. All applicable charges continue to apply until the end of the notice period or until the services are no longer accessible by you, whichever is later.

4.3. We may restrict, block, suspend or terminate any or all of your services or accounts, without notice or liability to you, if: (i) you are in breach of the terms or in breach of the service agreement, including non-payment of your charges or noncompliance with any applicable services or website policies; (ii) you exceed reasonable usage limits, as determined by us; (iii) you have given us false, misleading or outdated information; and/or (iv) bankruptcy or insolvency proceedings are instituted by or against you. If we restrict, suspend, block or terminate your services or accounts, you must pay any amounts owing. We may also suspend, block or terminate, without notice or liability, your services under any other agreement or account that you may have with us or a related Sage entity (including accounts that may be in good standing);

5. Limitation of Liability

By using the website and/or any services related thereto, you agree that you have read, understand and agree to these terms and the Sage Spark general Terms and Conditions of use.

SCHEDULE "A"

Known Locally Business Profile and Domain Names Terms of Service

As a condition of using the Known Locally Business profile, you must comply with the following additional terms of service:

1. You represent, warrant and covenant that: (i) you have acquired or will acquire all authorization(s) necessary for hypertext links to third party websites or other content accessible from your website; (ii) you have verified or will verify the accuracy of materials distributed or made available for distribution via your website, including without limitation, the content, descriptive claims, warranties, guarantees, nature of business and address where business is conducted; (iii) the content you display on your website is suitable for publication, is not libelous or defamatory, does not breach intellectual property rights (including without limitation, copyright of any third party) and complies with all laws, regulations, court orders and other legal requirements; (iv) you are solely responsible for fulfillment of purchase orders and delivery of all products, services and information purchased or requested through your website and any and all collection activity, customs duties and local taxation requirements in respect thereto; (v) you have not and will not engage in any deep linking, framing, or use of robots, spiders, web crawlers or other intelligent agents in order to copy, use, display or distribute any content, data, software or technology owned or in the possession of a third party without the permission of such third party; and (vi) you have not and will not use, display or otherwise incorporate as part of your website or any domain name used in association therewith (including without limitation, as a metatag) any trademark, trade name, individual's name or other content in which a third party owns intellectual property, personality or privacy rights without the permission of such third party or with the intention of diverting or attracting users searching for or attempting to reach another website.

2. You agree that you are solely responsible for keeping copies of all content, software or other components of your website and that neither SageSpark.com and its affiliates, licensors, suppliers or agents shall have any responsibility or liability for any such lost content, software or other components of your website, even if such loss is the fault of SageSpark.com its affiliates, licensors, suppliers or agents.

3. You agree that all material, data and other content placed on our equipment is in a condition that is "server-ready" and is in a form requiring no further manipulation by SageSpark.com its affiliates, licensors, suppliers or agents. SageSpark.com will make no effort to validate any such information for content, correctness or usability. In the event that any material, data or content is not "server-ready", SageSpark.com reserves the option at any time to reject such material, data and/or content. SageSpark.com will notify you of such rejection in advance and provide you with a reasonable opportunity to amend or modify the material, data and/or content to satisfy its requirements.

4. All materials, including, but not limited to, any computer software (in object and source code form), data or information developed or provided by SageSpark.com or by its affiliates, licensors, suppliers or agents and any know-how, methodologies, equipment or processes used by SageSpark.com to provide the known locally business profile to you, including without limitation, all copyrights, trademarks, patents, trade secrets, and any other proprietary rights inherent therein shall remain the sole and exclusive property of SageSpark.com or its affiliates, licensors, suppliers or agents, as applicable. No express or implied license is granted by Sageto you for such materials or intellectual property.

5. SageSpark.com reserves the right, in its sole discretion, to suspend or terminate your known locally business profile immediately upon notice to you if: (i) SageSpark.com determines that you are adversely affecting server performance or the integrity of the network; (ii) your domain name registration is revoked or placed on "hold" or assigned to a third party; or (iii) SageSpark.com becomes aware of any complaints, conflicting claims or court orders regarding your domain name.

6. The provisions of sections 2, 3, 4 and 5 above will survive termination or expiration of the agreement.

7. Refunds – no refunds will be offered for the cancellation of this service.

DOMAIN NAME TERMS OF SERVICE

As a condition of using the Domain Name Services, you must comply with the following additional terms of service:

1. SageSpark.com is not a domain name registry. You agree that you are responsible for all applicable registration fees charged by any DNS registration authority for these services. You further agree that the inability to use a domain name shall not entitle you to a refund by Sage of any fee paid with respect to such unusable domain name.

2. You represent, warrant and covenant that: (i) any domain name requested or used by you will not interfere with the rights of, or infringe upon any trademark, trade name, copyright, personality right, privacy right or other right of a third party; (ii) all statements made on your domain name application are true and correct; and (iii) you have a legitimate business purpose for registering and using the domain name and you will not use the domain name in bad faith.

3. Sage reserves the right to terminate the provisioning of the domain name services immediately upon written notice to you if: (i) your domain name registration is revoked or placed on "hold" or assigned to a third party; or (ii) Sage becomes aware of any complaints, conflicting claims or court orders regarding your domain name.

4. You agree to be bound by the terms of the internet corporation for assigned names and numbers (ICANN) and the Canadian Internet Registration Authority's (CIRA) then current domain name policies, as applicable, and/or the policies of any DNS registration authority to which you become subject upon registration of your domain name.

Schedule "B"

HR Advisory

As a condition of using the HR Advisory, you must comply with the Sage Spark General Terms and Conditions of Use and the following additional terms of service:

1. The terms below are specific to the HR Advisory service and related downloadable materials and content (the HR Service) and are in addition to the Sage Spark General Terms and Conditions of Use. The HR Service are provided as general information only and does not in any way constitute employment, labor or legal advice. If you need specific legal advice, you should consult a licensed employment attorney in your jurisdiction regarding your specific circumstances and applicable legal requirements.

2. Your subscription to the HR Service is for the period of twelve (12) months (the "Subscription Period"). All sales of the HR Service subscriptions are final and Sage is not able to and will not provide any refunds, even if you decide to cancel your subscription before the end of the Subscription Period.

3. You agree that following the expiration of the Subscription Period or termination of the HR Service for any reason, Sage and its affiliates will not be liable for damages (including indirect, consequential, special, aggravated, exemplary or punitive damages) arising out of information provided while subscribed to the HR Service, whether based on contractual, tort or other grounds, even if Sage has been advised of the possibly of such damages. You agree that you assume all risks associated with use of the HR Service.

4. You acknowledge and agree that the HR Service and related downloadable materials are protected by domestic and international copyright laws and treaties and that Sage and its vendors reserve all applicable rights. The service and related materials are provided under a limited license for your use in connection with your business. You shall not copy, distribute or otherwise resell the service to any other third party. Any unauthorized use of the HR Service will give Sage the right to immediately terminate your subscription without notice and without prejudice to any other remedy available to Sage.

5. The provisions of this Schedule "B", Sub-Sections 2, 3 and 4 above will survive termination or expiration of the Agreement.

SCHEDULE "D"

Data Backup TERMS OF SERVICE

As a condition of using the Data Backup Service, you must comply with the Sage Spark General Terms and Conditions of Use and the following additional terms of service:

1. You are solely responsible for selecting data to be backed up. The data backup service will not backup or otherwise protect files unless those files have been specifically designed by you for backup. The data backup service may not be capable of backing up certain files and file types.

2. You will be issued a userid and password combination in order to access this service. You are solely responsible for the safekeeping and security of your userid and password. Sage is not responsible for any loss or damage suffered as a result of any unauthorized use of your userid and password.

3. You agree that your use of the data backup service will not exceed the data backup space limit for the applicable package you have selected. For clarity, data backup space is calculated as the sum of the sizes of all user-selected files on all of the computers associated with your data backup service plan. If you exceed this limit, Sage may, in its sole discretion, assess you with additional charges, suspend or terminate your access to any or all of the services (including without limitation, the data backup service) or terminate the agreement.

4. You represent, warrant and covenant that you will not use the data backup service (a) to store data that infringes intellectual property rights (including, without limitation, copyright of any third party) or which fails to comply with any law, regulation, court order or other legal requirements; (b) to store critical data, the loss of which could result in risk of death, personal injury, property loss or damage, or environmental damage, or (c) in connection with any medical application, device or system. Sage reserves the right at any time to remove any material, data and/or content that fails to comply with subsections (a) and/or (b) of this section 5. Sage will notify you of such removal in advance and provide you with a reasonable opportunity to amend, remove or modify the material, data and/or content to satisfy its requirements in case of a breach of this section.

5. In addition to any other rights and remedies that Sage may be entitled to under this agreement or otherwise, Sage reserves the right, in its sole discretion to suspend or terminate your access to any or all of the services (including, without limitation, the data backup service) or terminate the agreement.

6. All materials, including, but not limited to, any computer software (in object and source code form), data or information developed or provided by Sage or by its affiliates, licensors, suppliers or agents and any know-how, methodologies, equipment or processes used by Sage to provide the data backup service to you, including without limitation, all copyrights, trademarks, patents, trade secrets, and any other proprietary rights inherent therein shall remain the sole and exclusive property of Sage or its affiliates, licensors, suppliers or agents, as applicable.

7. All backed up data will be permanently deleted following the expiration or termination of your data secure backup account.
The provisions of Sections 3, 5, 6 and 7 of this Schedule "D" will survive termination or expiration of the Agreement.

SCHEDULE "E"

Virtual Helpdesk

As a condition of using the Virtual Helpdesk, you must comply with the Sage Spark General Terms and Conditions of Use and the following additional terms of service:

1. Prior to accessing the virtual helpdesk, you must have read and agreed to the terms of the end user license agreement (“eula”) governing your use of the service software (the “software”) together referred to herein as the product.

2. You will be issued a userid and password combination in order to access the secure mail service. You are solely responsible for the safekeeping and security of your userid and password. Sage is not responsible for any loss or damage suffered as a result of any unauthorized use of your userid and password.

3. You acknowledge that Sage does not control the transfer of data over telecommunications facilities, including the internet. Sage does not warrant secure operation of the virtual helpdesk software or service or that it will be able to prevent third party disruptions of the service.

4. Subject to the Terms and Conditions of this agreement and the eula, for so long as you have paid the fees for the virtual helpdesk, Sage grants you a non-exclusive, non-transferable, revocable license during the term to: (a) install and use one copy of the software on each computer from which you access the virtual helpdesk; and (b) print and use, but not further reproduce, one copy of the documentation (if available) solely for the purpose of accessing and using the Virtual Helpdesk.

5 The EULA is effective upon your acceptance as set out therein and shall continue until terminated by either party as permitted by this agreement. Billing for the virtual helpdesk will automatically begin upon activation of the software. The eula will terminate immediately without notice from Sage if you fail to comply with any of its provisions or the provisions of this agreement. The eula will terminate immediately without notice from Sage: (a) upon the termination or expiration of the agreement between Sage and its licensor pursuant to which the licensor grants Sage the right to provide the product to you; (b) upon the termination of your agreement with Sage relating to the virtual helpdesk to which the product relates; or (c) if sage ceases to offer you the virtual helpdesk to which the product relates. Upon any termination of this agreement, you must immediately cease all use of the product and destroy all copies of the product in your possession. In addition, Sage may immediately take such technical steps as may be necessary to bar any further use of the product by you.
The provisions of Sections 2 and 6 of this Schedule “E” will survive termination or expiration of the Agreement.

SCHEDULE “F”

Payment Solutions

As a condition of using the Payment Solutions, you must comply with the Sage Spark General Terms and Conditions of Use and the following additional terms of service:

1. You agree and accept the Terms and Conditions for the specific payment solution you subscribe to by the provider. SageSpark.com does not guarantee or warrant the availability of the service nor will be held liable for ensuring that their will be no service interruptions.

2. All payment solutions are provided in an “as is basis”

3. All hardware provided as part of the payment solution must be returned in good condition. SageSpark.com will not be responsible for ensuring the Sage delivery of the equipment and will not be involved in any disputes regarding the fitness of the equipment when received or returned to the payment solution provider.

SCHEDULE “G”

Sage Accountant Network (SAN) Bookkeeping Service

As a condition of using the Bookkeeping service, you must comply with the Sage Spark General Terms and Conditions of Use the following additional terms of service:

1. You agree and understand that this service is provided to assist in the day to day management and tracking of bookkeeping related activities and is not meant to replace the advice/consultation of a certified bookkeeper or accountant. Work completed by this service still requires the review and validation of a certified accountant or bookkeeper

2. Sage will have no liability for any services rendered based on information that you provide with errors. It is your responsibility to check the services for accuracy upon your receipt of the services. Unless you contact Sage within 15 (fifteen) days from the date of receipt of the services by you, the services will be deemed fully accepted by you and Sage will have no liability whatsoever for any discrepancies, inaccuracies or errors.

3. You agree that following the termination of this service for any reason, Sage and its affiliates will not be liable for damages (including indirect, consequential, special, aggravated, exemplary or punitive damages) arising out of services provided while subscribed to the service, whether based on contractual, tort or other grounds, even if Sage has been advised of the possibly of such damages.

4. You agree that you are not authorized to resell the service to any other party. Any charges will give Sage the right to immediately terminate your use of the service without notice.

The provisions of Sections 1,2,3,4 and 5 of this Schedule “G” will survive termination or expiration of the Agreement.