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Legal - Terms of Use
Terms of Use
PLEASE READ CAREFULLY
Do not install or use any A2000 Solutions Pte
Ltd (“A2000”) services or products until you
have carefully read this User Agreement, which
contains the terms and conditions for its use
(“Terms”). By installing or using any A2000
services or products or providing any
information to A2000 you indicate that you agree
to the Terms contained in this User Agreement
and in A2000’s Privacy Statement.
Acceptance of Terms
This User Agreement is a legally binding
agreement between you, any third party to whom
you provide or allow access to A2000.NET,
A21.NET, CLARITYSQL.NET (collectively called the
“Site”) or who otherwise benefits from your use
of the Services (as defined below) (collectively
sometimes referred to herein as “you” or
“your”), and A2000. You agree to print a copy of
this User Agreement for your files, along with
copies of any changes in Terms posted to the
Site in the future. If you do not agree to the
Terms, do not install or use these Services.
A2000 may amend the Terms from time to time
without notice to you, other than posting the
amended Terms to the Site. In addition, use of
particular Services may be subject to additional
terms and conditions that will be available in
connection with such Services. Unless otherwise
agreed to in writing between you and A2000, the
Terms, as amended, shall govern your use of the
Site and all Services.
Registration; Passwords and Security
In order to use any of the Services, A2000
requires you to register. In registering, you
agree to: (1) provide true, accurate, current
and complete information as prompted by the
applicable registration form and (2) maintain
and promptly update the information. If you
provide any information that is untrue,
inaccurate, not current or incomplete, or A2000
has reasonable grounds to suspect that such
information is untrue, inaccurate, not current
or incomplete, A2000 has the right to refuse any
and all current or future use of the Services
(or any portion thereof).
During the registration process, you will
designate a user name and password. You are
responsible for maintaining the confidentiality
of the user name and password, and are
responsible for all activities that occur under
your user name and password, whether or not
authorized by you. A2000 will not be liable for
any loss or damage arising from your failure to
comply with all Terms contained in this User
Agreement.
A2000 ‘s Privacy Statement
Information that you provide to A2000 via the
Site is subject to our Privacy Statement. For
more information, please read our full Privacy
Statement posted at our website. Among other
things, by using A2000’s Services or products to
prepare and submit your payroll and tax return,
you consent to the disclosure to the Internal
Revenue Service and any other tax or revenue
authority of all information pertaining to your
use of the Services or products.
Rules for and Limitations on Use of the
Services
A2000 may establish rules for and limitations on
use of the Services. A2000 reserves the right to
change these rules and limitations at any time,
in its sole discretion, with or without notice
to you. A2000 may modify or discontinue,
temporarily or permanently, the Services (or any
part thereof) and may remove content from the
Services, with or without notice to you. A2000
will not be liable to you or to any third party
for any modification or discontinuance of the
Services or removal of content from the
Services, including, the late filing of any tax
return due to the discontinuation of the
Services. You may not reproduce, duplicate,
copy, sell, or resell any portion of the
Services, use of the Services, or access to the
Services. Information provided by A2000 is not
warranted to be accurate or complete, and will
not constitute a warranty or representation by
A2000.
A2000 has no responsibility or liability for
damages or claims relating to your use of the
Services on a professional basis or any other
use for the benefit of any third party.
Nevertheless, if you use the Services on a
professional basis or for the benefit of any
third party, you agree to print a copy of this
User Agreement, along with copies of any changes
in Terms posted to the Site in the future, and
deliver such copies to all third parties, and
obtain their agreement to the Terms in writing.
By installing, copying or otherwise using any of
the Services for the benefit of any third party,
you and each third party agree to be bound by
the Terms. If any third party does not agree to
the Terms, you agree not to use these Services
for the benefit of that third party. A2000 may
amend the Terms from time to time without notice
to you or to any third party other than posting
the amended notice to the Site.
A2000 currently expects to make electronic
filing services available continuously into the
future; provided, however, that A2000 may modify
or discontinue, temporarily or permanently, such
Services (or any part thereof) with or without
notice to you. Moreover, the telecommunications
delivery systems used for A2000’s electronic
filing services can be unpredictable in their
performance, may negatively impact access to
A2000’s electronic filing service or other
Services, and A2000 does not guarantee such
performance. A2000 cannot guarantee that the
taxing authority will accept your information.
You are responsible for the information you
submitted to ensure it is acceptable according
to the applicable federal or state taxing
authority.
You agree and acknowledge that you are
responsible for filing your statutory
information as early as possible to meet any
Government filing deadlines. You also agree to
review your information for indications of
obvious errors prior to electronically filing or
printing your return. You are responsible for
acquiring and maintaining all equipment,
computers, software and communications services
relating to the access of the Site and use of
the Services, and for all expenses relating
thereto.
The payment of all applicable fees and charges
to A2000 must be made as provided on the Site
and, except as otherwise provided herein, all
fees and charges are non-refundable. You should
confirm that the fees for your use of the
Services each time you use the payroll
preparation and filing service.
User Content
Certain areas of the Site may allow users to
upload and post content (collectively, “User
Content”). You understand and expressly agree
that A2000 assumes no responsibility or
liability for any User Content and that you are
solely and entirely responsible for any User
Content you provide on the Site. By uploading
and posting User Content on the Site, you
warrant that: (1) you are the owner of such User
Content or have been granted by the owner all
the rights necessary to submit such User Content
to A2000; and (2) such User Content will not
infringe the intellectual property rights of or
otherwise violate the rights of any third party.
A2000 does not control the User Content you post
and as such assumes no responsibility for the
accuracy, integrity or quality of such User
Content. A2000 reserves the right to remove any
User Content on the Site at any time and for any
reason. A2000 is not responsible if the User
Content you post contains errors or omissions;
is offensive, objectionable, defamatory or
otherwise violates any intellectual property
right or any other proprietary right of a third
party; or for loss or damage of any kind
incurred as a result of such User Content.
A2000’s Proprietary Rights, Limited Licenses,
Trademarks & Trade Secrets
You acknowledge and agree that the Services and
any content used in connection with the
Services, including any software accessible
through the Site, contain A2000 proprietary and
confidential information that is protected by
copyrights, trademarks, service marks, patents
or other proprietary rights and laws.
“SimplePayroll” and all other A2000 product and
services names and design logos are trademarks
and/or service marks of A2000 (the “A2000
Marks”). As between you and A2000, A2000 shall
own all right, title and interest in and to the
Services, subject only to the express licenses
granted herein. Subject to the Terms, A2000
grants you a non-transferable and non-exclusive
right and license to use one copy of the
Services only on a single computer or terminal.
You may make a single backup copy of the
software for your own archives. You are not
permitted to (and may not allow any third party
to) copy, modify, adapt, translate, lease, ret,
loan, establish a hyperlink to, frame within any
website, distribute, create a derivative work
of, reverse engineer, disassemble, decompile,
reverse assemble or otherwise attempt to
discover any source code, sell, assign,
sublicense, grant a security interest in or
otherwise transfer any right in the Services.
You agree not to modify the software in any
manner or form, or to use modified versions of
the software, including (without limitation) for
the purpose of obtaining unauthorized access to
the Services. Without A2000’s prior permission,
you agree not to display or use the A2000 Marks
in any manner. A2000 reserves all patent,
copyright, trade secret, trade name, trademark,
license and other proprietary rights related to
its software, services and products and you
shall not infringe upon or violate such rights.
The license provided herein shall automatically
terminate on the date A2000 decides to remove or
terminate the Services. In addition, your
license shall terminate immediately if you
breach any of the Terms and A2000 is entitled to
enforce its rights under this User Agreement by
an action for damages or by specific
performance, injunctive or other equitable
relief. Upon such termination of your license,
you must immediately uninstall the A2000
software from your computer, return it to A2000
and destroy all backup copies. This User
Agreement does not limit any rights that A2000
may have under trade secret, copyright, patent
or other laws.
Termination
A2000, in its sole discretion, may terminate
your use of the Services for any reason without
prior notice to you. You acknowledge and agree
that A2000 may immediately deactivate or delete
your user account and all related information
and files in your user account and/or bar your
further access to the Services. A2000 will not
be liable to you or any third party for any
termination of your access to the Site and/or
use of the Services.
Dealings with A2000’s Affiliates
Your dealings with other entities promoted on or
through the Services, including payment and
delivery of related goods or services, and any
other terms, conditions, warranties or
representations associated with such dealings,
are solely between you and such other entity.
You agree that A2000 shall not be responsible or
liable for any loss or damage of any sort
incurred as the result of any such dealings or
as the result of the promotion of such other
entities on the Services.
Links
The Services may provide links to other World
Wide Web sites or resources. A2000 has no
control over or responsibility for such sites
and resources. You agree that A2000 is not
responsible for the availability of such
external sites or resources, and does not
endorse and is not responsible or liable for any
content, advertising, products, terms and
conditions, or other materials on or available
from such sites or resources. However, we
encourage you to read any applicable terms and
conditions or privacy policies at such sites.
A2000 provides these links to you only as a
convenience.
Satisfaction Guaranteed
If you are not satisfied with the Services, your
exclusive remedy shall be to immediately stop
using the Services, and within 10 days of
purchase return it to A2000 Solutions Pte Ltd at
Blk 5 Ang Mo Kio Industrial park 2A #07-17 AMK
TECH II Singapore 567760 along with a letter
requesting a full refund of any fees paid by you
for using the Services, and identifying your
name, address, date of purchase and contact
information.
Disclaimer of Warranties
YOU EXPRESSLY UNDERSTAND AND AGREE THAT:
YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK.
THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS
AVAILABLE” BASIS. A2000 EXPRESSLY DISCLAIMS ALL
WARRANTIES OF ANY KIND, WHETHER EXPRESS OR
IMPLIED, INCLUDING, BUT NOT LIMITED TO ANY
WARRANTIES OF TITLE, THE IMPLIED WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE AND NON-INFRINGEMENT AND ANY WARRANTY
FOR INFORMATION, DATA, SERVICES, UNINTERRUPTED
ACCESS OR PRODUCTS PROVIDED TO OR IN CONNECTION
WITH THE SERVICES.
A2000 MAKES NO WARRANTY THAT (1) THE SERVICES
WILL MEET YOUR EXPECTATIONS, (2) THE SERVICES
WILL BE UNINTERRUPTED, TIMELY, SECURE, OR
ERROR-FREE (3) ANY ERRORS IN THE SERVICES WILL
BE CORRECTED, OR (4) THAT THE SERVICES OR
SOFTWARE ARE SECURE, FREE FROM BUGS, VIRUSES,
ERRORS OR OTHER PROGRAM LIMITATIONS.
SOME STATES DO NOT ALLOW THE EXCLUSION OF
IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY
NOT APPLY IN WHOLE OR IN PART TO YOU. IN THAT
EVENT, EXCEPT AS PROHIBITED BY LAW, ANY IMPLIED
WARRANTIES ARE LIMITED IN DURATION TO 60 DAYS
FROM THE DATE OF PURCHASE OF THE SERVICES.
TAX LAWS AND REGULATIONS CHANGE FREQUENTLY. YOU
ARE RESPONSIBLE FOR AND AGREE TO REVIEW YOUR TAX
RETURN FOR INDICATIONS OF ERRORS PRIOR TO
ELECTRONICALLY FILING IT OR MAILING IT AND FOR
CONSULTING WITH YOUR TAX ADVISORS REGARDING
APPLICABLE LAWS AND REGULATIONS. A2000 DISCLAIMS
ANY RESPONSIBILITY FOR THE ACCURACY OR ADEQUACY
OF ANY TAX POSITIONS TAKEN BY YOU IN YOUR TAX
RETURN.
ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED
THROUGH THE USE OF THE SERVICES IS DONE AT YOUR
OWN DISCRETION AND RISK. YOU WILL BE SOLELY
RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER
SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE
DOWNLOAD OF ANY SUCH MATERIAL.
ALL WARRANTIES AND GUARANTEES GIVEN OR MADE BY
A2000 WITH RESPECT TO THE SERVICES (1) ARE FOR
THE BENEFIT OF THE REGISTERED USER OF THE
SERVICES ONLY AND ARE NOT TRANSFERABLE, AND (2)
SHALL BE NULL AND VOID IF YOU BREACH ANY TERMS
OF THIS USER AGREEMENT.
THIS DISCLAIMER OF WARRANTIES AND LIABILITIES
APPLIES TO ANY DAMAGES OR INJURY CAUSED BY ANY
FAILURE OR PERFORMANCE, ERROR, OMISSION,
INTERRUPTION, DELECTION, DEFECT, DELAY IN
OPERATION OR TRANSMISSION, COMPUTER VIRUS,
COMMUNICATION LINE FAILURE, THEFT OR DESTRUCTION
OR UNAUTHORIZED ACCESS TO, ALTERATION OF OR USE
OF RECORD OR SERVICES, WHETHER FOR BREACH OF
CONTRACT, TORTIOUS BEHAVIOR, NEGLIGENCE OR UNDER
ANY OTHER CAUSE OF ACTION.
Indemnity
You agree to indemnify, defend and hold harmless
A2000, its affiliates, officers, directors,
employees, consultants and agents from any and
all claims, liability, damages and/or costs
(including without limitation attorneys’ fees
and legal costs) arising out of or related to
any User Content that you upload or post to the
Site, including, but not limited to, any third
party claim that the User Content (or any part
thereof) you uploaded or posted infringes any
copyright, trademark, trade name or patent
rights of a third party, defames or invades any
right of publicity or privacy, or otherwise
infringes any other proprietary right; or
otherwise arising out of or related to your use
of the Services or your violation of the Terms.
Limitation of Liability
EXCEPT AS OTHERWISE PROVIDED IN THIS AGREEMENT,
YOU AGREE THAT THE MAXIMUM LIABILITY OF A2000
SHALL BE LIMITED TO THE AMOUNT ACTUALLY PAID BY
YOU FOR USE OF THE SERVICES. YOU AGREE THAT
A2000 SHALL NOT BE LIABLE FOR ANY DIRECT,
INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR
EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO,
DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA
OR OTHER INTANGIBLE LOSSES (EVEN IF A2000 HAS
BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES), RESULTING FROM: (1) THE USE OR THE
INABILITY TO USE THE SERVICES; (2) THE COST OF
PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES
RESULTING FROM THE SERVICES; (3) UNAUTHORIZED
ACCESS TO OR ALTERATION OF YOUR ACCOUNT BY
ANYONE OTHER THAN A2000; (4) STATEMENTS OR
CONDUCT OF ANY THIRD PARTY ON THE SERVICES; OR
(5) ANY OTHER MATTER RELATING TO THE SERVICES.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF
CERTAIN WARRANTIES OR THE LIMITATION OR
EXCLUSION OF LIABILITY FOR INCIDENTAL OR
CONSEQUENTIAL DAMAGES, THEREFORE, SOME OF THE
ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
THE LIMITATIONS OF DAMAGES AND LIABILITY
PROVIDED HEREIN ARE MATERIAL ELEMENTS OF THIS
USER AGREEMENT. YOU ACKNOWLEDGE AND AGREE THAT
A2000 WOULD NOT BE ABLE TO PROVIDE THE SERVICES
ON AN ECONOMIC BASIS WITHOUT SUCH LIMITATIONS.
NOTWITHSTANDING ANYTHING IN THIS AGREEMENT,
A2000 HAS NO RESPONSIBILITY OR LIABILITY FOR
DAMAGES OR CLAIMS RELATING TO ANY USE OF A2000’s
SOFTWARE, PRODUCTS OR SERVICES ON A PROFESSIONAL
BASIS, AND YOU AGREE TO INDEMNIFY A2000 AGAINST
ANY CLAIMS RELATING TO SUCH USE. YOU ALSO AGREE
NOT TO HOLD OR TRY TO HOLD A2000 LIABLE FOR ANY
LOSS OR DAMAGE INCURRED AS A RESULT OF YOUR
PARTICIPATION IN THIRD PARTY SERVICES OR
PROVISION OF SERVICES TO ANY THIRD PARTY.
International Use
Recognizing the global nature of the Internet,
you agree to comply with all local rules
regarding online conduct and acceptable content.
Without limiting the generality of the
foregoing, you agree to comply with all
applicable laws regarding the transmission of
technical data exported from the United States
or the country in which you reside. You agree
not to use the Services unless you are either a
citizen of the Republic of Singapore or
currently reside in the Republic of Singapore.
Notices
Notices to you may be made via either email or
regular mail. The Services may also provide
notices of changes to the Terms or other matters
by displaying notices or links to notices to you
on the Services. You are responsible for keeping
A2000 apprised promptly of any change in your
email address, mailing address and/or phone
number so that you can be provided with any
notices that A2000 wishes to send to you.
Records
Except to the extent required by applicable law,
A2000 has no obligation to store, maintain or
provide to you any information that you provide
to A2000. You agree to print and save a copy of
your information for your records. Upon your
written request within one year after your
payment for use of the Services, A2000 may, in
its sole discretion make reasonable efforts to
provide you with a copy of your tax return, if
such tax return was electronically filed and
retained by A2000; provided, however, that A2000
does not represent or warrant that such copy
will be available, and A2000 may choose to
impose a reasonable charge for obtaining and
providing you with such a copy of your tax
return.
General Information
The Terms and A2000’s Privacy Statement
constitute the entire agreement between you and
A2000 and govern your use of the Services,
superseding any prior agreements between you and
A2000. You also may be subject to additional
terms and conditions that are applicable to
certain Services. The failure of A2000 to
exercise or enforce any right or provision of
the Terms or this User Agreement shall not
constitute a waiver of such right or provision.
If any provision of the Terms or the User
Agreement is found by a court of competent
jurisdiction to be invalid, the parties agree
that the arbitrator should give effect to the
parties’ intentions as reflected in the
provision, and all other provisions will remain
in full force and effect. You may not assign the
Terms or any of your rights or obligations under
the Terms without A2000’s express written
consent. The Terms inure to the benefit of
A2000’s successors, assigns and licensees. The
section titles in the Terms are for convenience
only and have no legal or contractual effect.
You agree that regardless of any statute or law
to the contrary, any claim or cause of action
arising out of or related to the use of the
Services or the terms and conditions contained
in this User Agreement must be filed within one
year after such claim or cause of action arose
or the claim or cause of action shall be forever
barred.
Choice of Law and Arbitration
This User Agreement will be governed by and
construed in accordance with the laws of the
Republic of Singapore, excluding its conflict of
laws principles. Each party agrees to submit any
and all disputes concerning this User Agreement,
if not resolved between the parties, to binding
arbitration under a neutral, independent and
impartial arbitrator in accordance with the
Commercial Rules of the Small Claims Tribunal (“SCT”);
provided, however, the arbitrator may not vary,
modify or disregard any of the provisions
contained in this section. The decision and any
award resulting from such arbitration shall be
final and binding. The place of arbitration will
be at A2000’s offices. The arbitrator is not
empowered to award damages in excess of
compensatory damages and you irrevocably waive
any right to recover such damages with respect
to any dispute resolved by arbitration. The fees
of the arbitrator will be borne equally by you
and A2000. The language of arbitration will be
English; provided, however, that an interpreter
may be provided for any witness who requires an
interpreter. The costs of such interpretation
will be borne by the party requesting the
interpreter. Any final decision or award from
arbitration under this section will be in
writing and reasoned. Each party will bear their
own costs and expenses that are reasonable and
necessary for participating in arbitration under
this section. As part of any arbitration
conducted under this section, each party may:
(1) request from the other party documents and
other materials relevant to the dispute and
likely to bear on the issues in such dispute,
(2) conduct no more than three oral depositions,
each of which will be limited to a maximum of
seven hours in testimony, and (3) propound to
the other party no more than 30 written
interrogatories, answers to which the other
party will give under oath. All the dispute
resolution proceedings contemplated in this
section will be as confidential and private as
permitted by law. The parties will not disclose
the existence, content or results of any
proceedings conducted in accordance with this
section, and materials submitted in connection
with such proceedings will not be admissible in
any other proceeding; provided, however, that
this confidentiality provision will not prevent
a petition to vacate or enforce an arbitration
award, and shall not bar disclosures required by
law. The parties agree that any decision or
award resulting from proceedings in accordance
with this section shall have no preclusive
effect in any other matter involving third
parties. All applicable statutes of limitation
and defenses based upon the passage of time will
be tolled while the procedures specified in this
section are pending. The parties will take such
action, if any, required to effectuate such
tolling. The arbitration shall be governed by
the United States Arbitration Act and any court
having jurisdiction may enter judgment upon the
award rendered by the arbitrator.
Changes to the User Agreement
As A2000’s business changes from time to time,
this User Agreement is expected to change. A2000
reserves the right to amend the User Agreement
at any time, for any reason, without notice to
you, other than the posting of the amended User
Agreement at this Site. A2000 may email periodic
reminders of its notices and Terms, but you
should check the Site frequently to see the
current User Agreement in effect and any changes
that may have been made to it. Your installation
or use of A2000’s products or Services is
subject to the User Agreement and Privacy
Statement in effect at the most recent time of
use. The provisions contained herein supersede
all previous notices or statements regarding the
Terms or use of A2000’s products and Service.
Revision 1.00 - dated 15th April 2005
Revision 1.10 - dated 10th May 2007 |
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