Sage 50cloud Premium 2023

System Requirements: Sage 50—U.S. Edition 2023

Recommended configuration
2.4 GHz processor (3rd Generation and higher Intel® Core™ i3 and higher or AMD Ryzen™ 3 and higher) for single user and multiple users
8 GB of RAM for single user and 16 GB and higher for multiple users
Hard-wired high speed internet connection on any machine using Remote Data Access

Thank you for choosing Sage!
This agreement describes your rights and the conditions upon which you may use the Sage 50 accounting software. You
should review the entire agreement and any linked terms because all of the terms are important and together create
this agreement that applies to you.

By accepting this agreement or using the software, you agree to all of these terms and consent to the transmission of
certain information during activation and during your use of the software pursuant to the Sage Privacy Policy
described in Section 9a. If you are accepting this agreement on behalf of someone else (including a legal entity), you
must have the authority to bind them to this agreement. If you do not accept and comply with these terms, you may
not use the software.
PLEASE READ THE BINDING ARBITRATION CLAUSE AND CLASS ACTION WAIVER IN SECTION 13. IT AFFECTS HOW
DISPUTES ARE RESOLVED.
1. Overview.
a. Applicability. This agreement applies to the Sage 50 accounting software, the media on which you received the
software (if any), any fonts, icons, images or sound files included with the software, and also any updates,
upgrades, supplements or services for the software, unless other terms come with them.
b. Additional terms. Depending on your purchase of Sage 50 and your device’s capabilities, how they are
configured, and how you use them, additional Sage and third party terms may apply to your use of certain
features, services and applications. Some features of the software provide an access point to or rely on online
services, and the use of those services is sometimes governed by separate terms and privacy policies. You can
view these terms and policies by looking at the service terms of use and you should read them. The software
may include third party programs that Sage, not the third party, licenses to you under this agreement. Notices, if
any, for the third party program are included for your information only.
2. Installation and Use Rights.
a. License. The software is licensed, not sold. Under this agreement, we grant you the right to install and run the
software on your devices for use by your users, but only if you comply with this agreement. The number of
devices you may install the software on and the number of users that are permitted to use the software are
determined by the version of the software you acquired (see Section 2b) and the number of users you’ve paid
for (see Section 2c).
In this agreement, “device” means a hardware system (whether physical or virtual) with an internal storage
device capable of running the software. A hardware partition or blade is considered to be a device. “User”
means a person that is listed in the software’s maintenance screen. You may replace a user without purchasing
additional licenses but you may not share a license.
b. Versions. Sage offers different versions of the software. You can use certain versions on a subscription basis, a
perpetual license basis, or both. Subscribing to the software gives you access to the most updated version
you’ve chosen for as long as you pay the software’s recurring fees; if you don’t, then the software and that data
you input to the software will revert to “read-only” mode. Purchasing a perpetual license of the software gives
you indefinite access to the version you’ve purchased and the data you input to the software, but software
updates require additional fees. Certain of the software’s features and functionality are only available by
subscribing. Below is a general description of each version. The specific features and functionality of each
version are described in more detail in the software’s documentation. You can find the documentation by
visiting Sage 50 features or selecting “About” and then “Help” within the software.
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(i) Full retail version (subscription and perpetual licenses). If the software version you acquired is a full retail
version, you may use it only for your internal business purposes.
(ii) Not for resale/demo (perpetual license only). If you have a valid partner agreement with Sage, you may use
the software only for demonstration, marketing, promotional, end user support, training or development
purposes and only as permitted by your partner agreement.
(iii) SAN members (subscription only). If you are a member of the Sage Accountants Network and you have an
accountant edition of the software, you may only use the accountant edition of the software as permitted
by this agreement and your agreement to be part of the Sage Accountants Network. You may not install the
accountant edition of the software on any third party device. However, you may use a third party’s license
to the software to access that third party’s files as required by that relationship.
(iv) Educators and instructors (perpetual license only). If you meet our education qualifications (included on
the software’s packaging or online at www.sage.com/en-us/about-us/education-instructor/), you may use
the education version of the software for your personal educational purposes.
(v) Student (perpetual license only). If you meet our student qualifications (included on the software’s
packaging or online at www.sage.com/en-us/about-us/education-instructor/), you may use the student
version of the software for your personal educational purposes. Any data you enter in the student version
cannot be converted to a full retail version. Any “company” created in the student version and its data will
only be accessible for 14 months after that company was created.
c. Permitted users and add-ons.
(i) Single user. If you paid for a single user, the software may only be installed on one device and used by one
user. You may order an additional license of the software for back-up purposes or remote use on another
device. If you order an additional license, you may not access the software from more than one device at the
same time.
(ii) Multi-user. If you paid for more than one user, the software may be installed on the number of devices
equal to the number of users you’ve paid for or a local area network or server, but the number of devices
permitted to access the software must equal the number of users you’ve paid for. No matter how you install
the software, it may only be used by the number of users you’ve paid for and no user may access the
software from more than one device at the same time.
(iii) Add-ons.
• Remote Data Access. If you pay for Remote Data Access (formerly known as “Sage Drive” and described
in Section 5a), you may install the software on an additional device to share your data.
• System Administrative Account. You may use a system administrative account without paying any
additional fees unless you want to install this account on a separate device.
d. Activation. You must register and activate your license within the first 10 uses or the software will be disabled.
e. 60-Day Refund Policy. If you are a first time customer or if this is the initial term of your subscription, you may
only receive a full refund if you cancel your license or subscription within 60 days of your payment for the
software, as shown by our records (if you purchased the software directly from us) or your receipt (if you
purchased the software from someone else). You can submit a refund request online at
https://get.sage.com/subscriptioncancellation.
Sage 50 End User License Agreement (US, 2023) Page 3 of 15
3. Restrictions.
a. Generally. Sage and its licensors reserve all rights (such as rights under intellectual property laws) not expressly
granted in this agreement. For example, this license does not give you any right to and you may not:
(i) use or virtualize features of the software separately;
(ii) use hardware or software to multiplex or pool connections or to otherwise bypass restrictions on the
number of devices or users you have paid for;
(iii) publish, copy, rent, lease, or lend the software;
(iv) transfer the software (except as permitted by this agreement);
(v) obscure or remove any copyright or trademark notice from the software;
(vi) work around any technical restrictions or limitations in the software; or
(vii)reverse engineer, decompile, or disassemble the software, or attempt to do so, except if the laws where
your principal place of business is located permit this even when this agreement does not and in that case,
you may do only what your law allows.
b. Other restrictions. The Sage 50 Premium Accounting and Sage 50 Quantum Accounting products may only be
used within a Microsoft Windows terminal server environment in compliance with the requirements in the
software’s documentation.
4. Support.
a. Generally. Sage only provides customer support where (i) you’ve purchased a subscription to the software or
you’ve otherwise purchased “Sage Business Care” (described below), (ii) we’ve entered into a separate
agreement to do so, or (iii) we’ve provided you with a written promotional offering for such support. Sage does
not provide any support if you host the software with a third party and have any issues that relate to that
hosting arrangement.
b. Sage Business Care. By subscribing to the software, you will receive Sage Business Care for as long as your
subscription is current. You can also purchase Sage Business Care without subscribing to the software. Either
way, this is how Sage Business Care works:
(i) Sage Business Care runs for 12-month terms and includes varying levels of access to customer support and
all updates released during that 12-month term. Sage Business Care automatically renews at the end of
each 12-month period.
(ii) You must use the most current version of the software to receive all of the benefits of Sage Business Care.
(iii) Our customer support analysts may limit calls or chats to one hour or one incident.
(iv) If you cancel Sage Business Care or if we have to cancel it for non-payment, you will lose access to any
features that require Sage Business Care (including, but not limited to, payroll features, forms, or
functionality, payment solutions, Remote Data Access, integrations with Microsoft 365 or Sage Business
Cloud Accounting, customer or technical support, and software updates). If you subscribe to the software
and Sage Business Care is cancelled, then the software will also revert to “read-only” mode.
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5. Add-On Products and Services.
a. Remote Data Access. If you have the appropriate Sage Business Care plan, then you may also subscribe to
Remote Data Access (formerly known as “Sage Drive”). This add-on product permits you to access and share
access to your data over the internet during your Sage Business Care term. Remote Data Access can only be
accessed by users on devices with the software installed on it. With this functionality, you may install the
software on one additional device over the number of installations you’ve purchased. You must use a currently
supported version of the software in order to use Remote Data Access. If your Sage Business Care is cancelled,
you will no longer have access to your data via Remote Data Access.
(i) You should always maintain back-up copies of your data in this add-on product because we may delete your
data if Sage Business Care is cancelled or if you no longer subscribe to Remote Data Access.
(ii) We may change the amount of data that you can share, store or otherwise make available via Remote Data
Access. We will give you reasonable advance notice of any changes.
b. Others. This software may also be used with other add-on products and services, including, but not limited to:
payroll services, standalone direct deposit services (like those provided by iSolved HCM Services, LLC), bank
feeds services offered by Sage or third parties, services offered by Paya, Inc., Sage Data Cloud Connector, Sage
Business Cloud Accounting integration, Microsoft 365 integration, Automatic Cloud Backup, Online Bank
Reconciliation, and TAL Pro for Sage 50. Each of these may require a credit card, a valid email address, approval
by a third party, internet access, a subscription license to the software, a current Sage Business Care plan, a
subscription to Sage Business Cloud Accounting, a subscription to Microsoft 365 Business Premium, additional
fees, or a combination of the foregoing, and may also require your acceptance of a separate agreement to use
them. You must use a currently supported version of the software in order have access to any add-on products
and services.
(i) Sage is not responsible in any way for add-on products and services offered by third parties. Your use of
these add-on products and services is subject to the terms and conditions required by these third parties.
We do not endorse, make any warranty, or make any other promise about any third party add-on
products and services, regardless of whether they are described as “authorized”, “certified”,
“recommended” or the like. We have no obligation to make available or provide support for any third
party add-on products and services and cannot guarantee the initial or continuing ability of the software
to work with any third party add-on products and services.
(ii) All matters relating to credit transactions, such as chargebacks of credit card charges, are the responsibility
of the institution that handles your account.
(iii) If Sage Business Care is cancelled, you may lose access to add-on products and services.
6. Limited Warranty.
a. 90-day warranty. Sage warrants that properly licensed software will perform substantially as described in any
Sage materials that accompany the software. This limited warranty only applies to the software and not to any
third party add-on products and services. This limited warranty does not cover problems that you cause, or that
arise when you fail to follow instructions, or that are caused by events beyond Sage’s reasonable control. The
limited warranty starts when your first user acquires a copy of the software and lasts for 90 days. Any
supplements, updates, or replacement software that you may receive from Sage during that 90-day period are
also covered, but only for the remainder of that period or for 30 days, whichever is longer. Transferring the
software will not extend the limited warranty.
b. Exclusive Remedies. If Sage breaches its limited warranty, it will, at its election, either: (i) repair or replace the
software at no charge, or (ii) accept return of the software for a refund of the amount paid, if any. These are
your only remedies for breach of this limited warranty.
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c. Disclaimer. Sage gives no other express warranties, guarantees, or conditions. Sage disclaims all implied
warranties and conditions, including those of merchantability, fitness for a particular purpose, and noninfringement. If your local law does not allow the disclaimer of implied warranties, then any implied
warranties, guarantees, or conditions last only during the term of the limited warranty and are limited as
much as your local law allows. If your local law requires a longer limited warranty term, despite this
agreement, then that longer term will apply, but you can recover only the remedies this agreement allows.
7. Indemnification.
a. Infringement. If a third party brings a claim against you alleging the software infringes their intellectual property
rights, we will defend you in that claim at our expense, subject to you giving us prompt written notice of the
claim and sole control of the defense and settlement of the claim. If there is an adverse final judgment or
settlement of that claim, we will pay it for you. We may at any time, at our expense, obtain the right for you to
continue to use the software or modify the software so that it is non-infringing. If neither of those options are
feasible, then you may terminate this agreement by notifying us and we will refund you any prepaid fees (if any)
covering the period after you were no longer able to use the software.
b. Exclusive Remedy. Sage’s obligations under this section are your exclusive remedy for any third party claim
described in this section.
c. Exceptions. We will have no responsibility for any claim where the software was modified by anyone other than
us or where you used the software in combination with any hardware, operating system, or other software not
authorized in our software’s documentation.
8. Limitation of Liability.
a. Except for any repair, replacement, or refund Sage may provide, you may not recover under Sage’s limited
warranty, under any other part of this agreement, or under any theory, any damages or other remedy,
including lost profits or direct, consequential, special, indirect, or incidental damages. The damage exclusions
and remedy limitations in this agreement apply even if repair, replacement or a refund does not fully
compensate you for any losses, if Sage knew or should have known about the possibility of the damages, or if
the remedy fails of its essential purpose. Some states and countries do not allow the exclusion or limitation of
incidental, consequential, or other damages, so those limitations or exclusions may not apply to you.
b. If your local law allows you to recover damages from Sage even though this agreement does not, you cannot
recover more than you paid for the software (or up to $50 USD if you acquired the software for no charge).
9. Your Data.
a. Privacy. Your privacy is important to us. Some of the software features send or receive information when using
those features. Some of these features can be switched off in the user interface, or you can choose not to use
them. By accepting this agreement and using the software you agree that Sage may collect, use, and disclose the
information as described in the Sage Privacy Notice available at https://www.sage.com/company/privacynotice-and-cookies and as may be described in the user interface associated with the software features. (For
example, even though you may opt out of the Product Enhancement Program described below, the software
monitors, records and reports to Sage information about the installation and use of the software, including but
not limited to information about your devices and the frequency, type and manner of use to which the software
is put. You cannot opt out of these features and they cannot be turned off.)
b. Product Enhancement Program. If you are a new customer or an upgrading customer who has not previously
opted out of participating in our Product Enhancement Program (“PEP”), then you may automatically be
enrolled in PEP during installation of the software or applicable upgrade. With PEP, Sage collects information on
your hardware and how you use the software and its in-product help and services. This information helps us
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identify trends and usage patterns to improve the quality of the products and services we offer. Sage will not
collect any of your information (including any personally identifiable information) through PEP. Your
participation in PEP is voluntarily and you may opt-out at any time by going to the “Services” menu within the
application. If you have previously opted out of PEP, then you will continue to be opted out when you install any
updates. You may opt-in at any time by going to the “Services” menu within the application.
c. EU Data. If the European Union’s General Data Protection Regulation 2016/679 (the “GDPR”) governs Sage’s
processing or controlling of personal data, then the Data Processing Addendum posted at
https://www.sage.com/en-us/legal/eula/ (or such other URL as we notify you of) applies. We may update that
addendum from time to time. If there is any conflict between that addendum and this agreement, that
addendum will control.
10. Technical Data Collection; Automatic Updates.
a. Data Collection by Actian Corporation (formerly Pervasive Software, Inc.). The software uses a database that is
provided by Actian Corporation (“Actian”), and not Sage. To ensure that only valid versions of the software are
activated, Actian collects technical information from your systems, including but not limited to information
about your hardware, network and operating system to uniquely associate your device with a valid version of
the software. Actian also collects technical information from your systems during uninstalls, software updates
and license management activities. Actian does not collect any personal information from or about you.
b. Automatic Updates. The software uses automatic update technology to provide important updates like bug
fixes, patches, enhanced functions, missing plug-ins, and new versions. While you can disable this technology,
we recommend that you keep it enabled. When enabled, this technology will automatically download or install
(or prompt you to download or install) an available update.
11. Term and Termination. The term of this agreement begins on the date you accept it or install the software,
whichever occurs first, and continues until it is terminated or you accept a new agreement.
a. Your Termination Rights.
(i) Subscription Terminations. If you subscribe to the software, you may terminate this entire agreement at
any time by giving us 30 days’ prior written notice. Once the termination is effective, the software will revert
to “read-only” mode and you will lose access to any features that require Sage Business Care.
(ii) Other Terminations. If you do not subscribe to the software, you may terminate this entire agreement at
any time by notifying us in writing at: Sage Software, Inc., 1715 N. Brown Road, Building B, Lawrenceville,
Georgia 30043, Attn: Sage 50, Termination Request. You will not receive a refund for your purchase of the
software.
b. Our Termination Rights. If you breach your obligations under this Agreement (including by not paying any fees
when due), then this Agreement will automatically terminate.
c. Version-Specific Rights.
(i) Not for resale/demo. Your right to use a not for resale/demo version of the software terminates when you
no longer have a valid partner agreement with Sage.
(ii) SAN members. If you are a member of the Sage Accountants Network and you have an accountant edition
of the software, your right to use the accountant edition terminates when you no longer are a member of
the Sage Accountants Network and you will have “read-only” access to your data.
(iii) Educators and instructors. Your right to use the educational version of the software terminates when you
no longer meet our education qualifications.
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(iv) Student. A student’s right to use the student version of the software terminates 14 months from the initial
installation date.
d. Effect of Termination. Once terminated, all licenses and other rights granted to you will immediately terminate.
12. Compliance.
a. Sanctions. At all times during the term of this agreement and your use of the software, you confirm that: (i) you
will conduct your business in compliance with all sanctions laws, regulations and regimes imposed by relevant
authorities, including but not limited to the Office of Foreign Assets Control (OFAC), the United Nations, the
United Kingdom and the European Union; (ii) you are not named on any “denied persons list” (or equivalent
targeted sanctions list) in violation of any such sanctions restrictions, laws, regulations or regimes, nor are you
owned or controlled by a politically exposed person; and (iii) you have and will maintain appropriate procedures
and controls in place to ensure and be able to demonstrate your compliance with this Section 12a. You may not
permit your users to use or access the software in violation of any U.S. export or sanctions law or regulation or
in any Restricted Territories (defined below). Such access and/or use is not permitted by us and shall constitute
a material breach of this agreement, and where we are aware of or suspect you (or any of your users) to be
accessing, using, permitting or otherwise facilitating such access and/or use in any Restricted Territory in breach
of such laws or regulations, we may immediately suspend your use of the software to the extent that we
consider necessary without prior notice, and we shall promptly notify you of such suspension and investigate
any potential breach. You will promptly notify us if you have violated, or if a third party alleges that you have
violated, this Section 12a. If we have grounds to suspect that you are accessing and/or using the software in
violation of this Section 12a, you shall provide us with your full cooperation and assistance in respect of your
access and/or use of the software and in respect of your compliance with this Section 12a. You shall indemnify
us and our affiliates against any claims, costs, damages, losses, liabilities and expenses (including attorneys’ fees
and costs) as a result of your (or your users) breach of this Section 12a. As used in this Section 12a, “Restricted
Territories” means (i) Cuba, Iran, North Korea, Syria and the territory of Crimea / Sevastopol, and (ii) any other
country or territory that is subject to sanctions by the United Kingdom, the European Union, or the U.S.
b. Anti-Bribery & Anti-Corruption Laws. In using the software, you must comply with all applicable laws and
regulations, including anti-bribery, anti-corruption and tax evasion laws and regulations.
c. Audit. We may audit your use of the software at any time to ensure your compliance with this agreement. If an
audit shows that you have underpaid fees, then you will pay Sage an amount due based on Sage’s price list in
effect at the time of the audit.
13. Binding Arbitration and Class Action Waiver. We hope we never have a dispute, but if we do, you and Sage agree to
try for 60 days to resolve it informally. If we can’t, you and Sage agree to binding individual arbitration before the
American Arbitration Association (“AAA”) under the Federal Arbitration Act (“FAA”), and not to sue in court in
front of a judge or jury. Instead, a neutral arbitrator will decide and the arbitrator’s decision will be final except for a
limited right of appeal under the FAA. Both you and Sage agree to bring any dispute in arbitration on an individual
basis only. Class action lawsuits, class-wide arbitrations, private attorney-general actions, and any other
proceeding where someone acts in a representative capacity aren’t allowed. Nor is combining individual
proceedings without the consent of all parties. “We,” “our,” and “us” includes Sage and its affiliates.
a. Disputes covered—everything except IP. The term “dispute” is as broad as it can be. It includes any claim or
controversy between you and Sage concerning the software, its price, or this agreement, under any legal theory,
including contract, warranty, tort, statute, or regulation, except disputes relating to the enforcement or validity
of your, your licensors’, our, or our licensors’ intellectual property rights.
b. Mail a Notice of Dispute first. If you have a dispute and our customer service representatives can’t resolve it,
send a letter notifying us of a dispute by U.S. Mail to Sage Software, Inc., Attn: Legal Department, 271 17th Street
NW, Suite 1100, Atlanta, GA 30363. Tell us your name, address, how to contact you, what the problem is, and
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what you want. We’ll do the same if we have a dispute with you. After 60 days, you or Sage may start an
arbitration if the dispute is unresolved.
c. Small claims court option. Instead of mailing us a dispute notice, and if you meet the requirements of a small
claims court located within the United States, you may sue us in small claims court in (i) your county of
residence (or if a business, your principal place of business) in the United States or (ii) our principal place of
business in Fulton County, Georgia, USA. We hope you’ll mail us your dispute notice and give us 60 days to try to
work it out, but you don’t have to before going to small claims court.
d. Arbitration procedure. The AAA will conduct any arbitration under its Commercial Arbitration Rules. For more
information, see www.adr.org or call 1-800-778-7879. To start an arbitration, submit the forms required by the
AAA and mail a copy to Sage. All hearings will be telephonic unless the arbitrator finds good cause to hold an inperson hearing instead. If you are located in the United States, you may choose where any in-person hearing will
take place: either in the county of your principal place of business or in Fulton County, Georgia, which is our
principal place of business. If you are not located in the United States, the hearing will take place in Fulton
County, Georgia, USA. The arbitrator may award the same damages to you individually as a court could. The
arbitrator may award declaratory or injunctive relief only to you individually to satisfy your individual claim.
e. Arbitration fees and payments. If you start an arbitration we won’t seek any fees and expenses from you, unless
the arbitrator finds the arbitration frivolous or brought for an improper purpose. If we start an arbitration, we
will pay all filing and arbitrator’s fees and expenses. For any arbitration that we start, we won’t seek our
attorneys’ fees or expenses from you.
f. Must file within one year. Both of us must file in small claims court or arbitration any claim or dispute (except
intellectual property disputes – see Section 7) within one year from when it first could be filed. Otherwise, it’s
permanently barred.
g. Severability. If the class action waiver is found to be illegal or unenforceable as to all or some parts of a dispute,
those parts won’t be arbitrated but will proceed in court, with the rest proceeding in arbitration. If any other
provision of this Section 13 is found to be illegal or unenforceable, that provision will be severed but the rest of
Section 13 still applies.
h. Conflict with AAA rules. This agreement governs if it conflicts with the AAA’s Commercial Arbitration Rules or
Consumer Arbitration Rules.
14. Sage & Third Party Marks. Sage, the Sage logo, and TAL are registered trademarks or trademarks of Sage Software,
Inc. or its affiliates. Microsoft, Microsoft SQL Server, Windows, and the Windows logo are trademarks or registered
trademarks of Microsoft Corporation. For an up-to-date list of copyright and trademark statements, refer either to
the copyright page of the software’s user guide or the Help – About menu within the software. Other product names
mentioned may be service marks, trademarks, or registered trademarks of their respective owners.
15. Governing Law. The laws of the state of Georgia govern this agreement, including all claims and disputes concerning
the software, its price, or this agreement, including breach of contract claims, unfair competition laws, implied
warranty laws, for unjust enrichment, and in tort, regardless of conflict of law principles.
16. Entire Agreement. This agreement (together with the printed paper license terms or other terms accompanying any
software supplements, upgrades, updates, and services that we provide and that you use), and the terms contained
in web links listed in this agreement, are the entire agreement for the software and any such supplements, updates,
upgrades and services (unless we provide other terms with such supplements, updates, upgrades or services). You
can review this agreement after your software is running by going to https://www.sage.com/en-us/legal/eula/ or
selecting “About” and then “Help” within the software. You can also review the terms at any of the links in this
agreement after your software is running by typing the URLs into a browser address bar, and you agree to do so. You
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agree that you will read the terms before using the software or services, including any linked terms. You understand
that by using the software and services, you ratify this agreement and the linked terms.
Direct Deposit Services Addendum Page 10 of 15
Addendum for Direct Deposit Services
Provided by iSolved HCM Services, LLC
The terms set forth in this addendum govern your use of the direct deposit services provided by iSolved HCM Services,
LLC (“iSolved”). If you use iSolved’s direct deposit services with Sage 50 to help you process your payroll, then all of the
terms set forth in this addendum apply to you. iSolved used to be an affiliate of Sage Software, Inc. and had a doingbusiness-as name of “Sage Payroll Solutions”. On February 21, 2019, we sold this business and iSolved is now a separate
company. More information about this acquisition can be found here.
To use the direct deposit services, you must always use the most current version of Sage 50.
This addendum may be used as an application for credit and authorizes iSolved to (a) investigate you or your principals’
credit, including vendor references, bank account status and history; (b) conduct any additional investigations, like a
fraud check and identification and verification assessments (which may include U.S. Patriot Act or other federal law
requirements); and (c) initiate debit/credit entries to the checking/savings account at the financial institution you
provide to iSolved.
1. Direct Deposit Services.
a. Generally. The direct deposit services that iSolved provides under this addendum consist of iSolved, through an
“Originating Bank”, initiating debits to a bank account that you designate and making credits to your employees’
bank accounts based on the payroll information you provide (the “Services”). You shall provide iSolved with an
“Authorization to Debit Form” that identifies your financial institution (which must be a participating financial
institution in the ACH network) and account number (“Account”) together with a voided check from that
Account. For iSolved to set up and perform the Services, you must complete and execute all documentation that
iSolved reasonably requires and otherwise comply with this addendum.
b. Authorization to Debit.
(i) You authorize and direct iSolved to debit your Account up to five (5) business days (unless otherwise agreed
to in writing) before each of the dates you designate that direct deposits are to be remitted to your
employees (the “Payroll Check Dates”) in such amounts as you instruct iSolved are necessary to pay those
individuals who have elected to receive their wages by direct deposit (“Payees”). The credits to each Payee’s
account shall be on the applicable Payroll Check Date. You also authorize and direct your financial
institution to charge your Account in the amount of each debit and to honor and pay the debit in accordance
with its terms. The foregoing authorizations shall be standing authorizations and shall remain in full force
and effect until terminated in accordance with this addendum and your agreement with your financial
institution, and until iSolved and your financial institution have had a reasonable opportunity to act upon
such termination.
(ii) If you designate a different financial institution or a different account number at the existing financial
institution to serve as your Account, then you shall promptly notify iSolved of such change in writing and
furnish a new Authorization to Debit Form to iSolved together with a voided check from such new account.
iSolved must receive the new Authorization to Debit Form at least ten (10) days before the effective date of
any such change.
(iii) Prior to the initiation of the first credit to any Payee, you shall obtain a written authorization signed by such
Payee (the “Payee Authorization”) in a form that complies with National Automated Clearing House
Association (“NACHA”) rules. This form shall authorize the initiation from time to time of credits to such
Payees’ accounts as well as authorize the debiting of such accounts in order to recover any funds
Direct Deposit Services Addendum Page 11 of 15
erroneously credited to such accounts or if a debit entry to your Account is returned for any reason. You
will request that iSolved credit or debit Payees’ accounts for net changes to payrolls that are reprocessed for
any reason. You shall retain the original signed Payee Authorization, or duplicates of the original, regardless
of the manner in which stored (electronic, photocopied, etc.), during the period such Payee Authorization is
in effect and for a period of two years after the termination or revocation of such Payee Authorization, and
shall furnish such original or copy to iSolved upon request.
c. Available Funds. You must always have in your Account good, collected funds in an amount sufficient to cover
the debits initiated by iSolved no later than the beginning of the day that iSolved will debit your Account. If
sufficient funds are not available, then iSolved may require a wire transfer for the amounts due. You will be
debited by electronic entry unless: (i) any single payment to cover your direct deposit credits equals or exceeds
$100,000.00 or your credit limit designated by iSolved, whichever is less, or (ii) any initial electronic debit
request is returned by your financial institution for any reason, in which case you may, at iSolved’s option, be
required to fund such payroll file by wire transfer or other method. If iSolved requires payment via wire transfer
or other method, you shall provide iSolved with all information necessary to confirm receipt of the payment,
including, but not limited to, financial institution information and confirmation numbers. iSolved may, in its sole
discretion, require a security deposit. You hereby waive any right to interest that may accrue on said security
deposit or any funds held by iSolved. If iSolved is unable to confirm receipt of the funds by wire transfer or other
method prior to the funding deadline, remittance of wages may be delayed.
d. Timely Provision of Information. You acknowledge and agree that reporting direct deposit information after the
time associated with your Payroll Processing Schedule (as defined below) may result in late receipt of direct
deposits on or after the Payroll Check Date.
e. Investment Earnings. Any investment earnings (including interest earned) on funds held by iSolved between the
date of withdrawal from your Account and the date such funds are paid to the Payees shall be for iSolved’s benefit
and not for your or any Payee’s benefit.
f. NACHA / OFAC Compliance. All electronic transactions made hereunder shall comply with the NACHA rules and
this addendum. No entry made hereunder may knowingly or intentionally violate federal, state or local laws,
including, without limitation, regulations of the Office of Foreign Assets Control (“OFAC”). You shall ensure that
no transactions made hereunder constitute “prohibited transactions” under OFAC regulations.
2. Set Up and Credit Terms.
a. iSolved’s Review Process. Notwithstanding anything in this addendum to the contrary, iSolved has no obligation
to provide any Services to you unless and until iSolved approves your use. You shall provide iSolved with any and
all information and documentation (financial or otherwise) that iSolved reasonably requires to conduct its
review. iSolved’s review process will begin upon its receipt of such information and documentation. You certify
that the information it has provided or will provide to iSolved is true, accurate and complete.
b. Credit Approval. You understand that the Services require (and part of iSolved’s review process includes) credit
approval. You authorize iSolved to make whatever inquiries it deems necessary of others, including but not
limited to, requesting your and your principals’ consumer reports, bank credit information, business credit
reports or other credit reference review. The credit approval process will be dictated by your average net
payroll. The credit process may require up to five (5) business days. iSolved will advise you of your processing
schedule after credit approval (“Payroll Processing Schedule”). iSolved reserves the right not to provide the
Services based on negative information received from consumer reports in compliance with the applicable
provisions of the Fair Credit Reporting Act, 15 U.S.C. § 1681 et seq. and its corresponding regulations. You
authorize iSolved to utilize credit reports (including those of your principals) from time to time in connection
with the extension or continuation of the Services. After credit approval, if you do not process payroll for six (6)
months or more, or in iSolved’s reasonable judgement, you become a risk, iSolved may deactivate the Services
Direct Deposit Services Addendum Page 12 of 15
and you acknowledge and agree that you must re-apply for credit and obtain credit approval from iSolved if you
desire to re-start the Services.
c. Recovery of Funds. You will cooperate with iSolved to recover funds paid to any employee or any other
nonemployee account in error, or in the event a debit entry to your Account is returned for any reason.
3. Roles & Responsibilities.
a. iSolved as Processor Only. iSolved’s role is that of a processor of direct deposit information that you supply.
iSolved is not your agent, and specifically disclaims any fiduciary relationship with you. The Services do not
include any tax, financial, employment or legal advice. You should seek such advice from an attorney, certified
public accountant or other finance or tax professional.
b. Customer’s Responsibilities.
(i) The accuracy and the integrity of the Services is limited by the nature and timeliness of the information you
provide. You are solely responsible for (x) the timely provision of complete and accurate information as is
necessary for iSolved to provide the Services; (y) promptly reviewing all communications and records
furnished to you by iSolved, including but not limited to, details relating to credits and/or debits, billing and
other account information; and (z) the consequences of any instructions you give to iSolved. You shall notify
iSolved of any discrepancies between the information contained in the communications or records furnished
to you by iSolved and your own records within three (3) business days of receipt. Errors resulting from
inaccurate information you supplied or your failure to review all communications and records furnished to
you by iSolved, and report to iSolved any errors within the three (3) day period, shall be your sole liability
and you agree to indemnify and hold iSolved harmless from any such errors. If the data you submit is
incorrect, incomplete or not in proper form, whether due to you or iSolved, then you shall pay iSolved its
standard rate then in effect for any additional work performed to correct such data.
(ii) Notwithstanding anything in this addendum to the contrary, compliance with applicable federal, state or
other local laws is your sole responsibility. Without limiting the foregoing, you are solely responsible for
complying with any legal obligation to maintain records regarding your business or employees.
c. Customer’s Representations. You represent and warrant to iSolved that: (i) each credit to the account of a
Payee and each debit reversing one or more previous such credits will be requested timely and has been
authorized pursuant to a Payee Authorization signed by such Payee and held by you; (ii) at the time any credit is
made to the account of any such Payee, you have no actual knowledge of the revocation or termination ofsuch
Payee’s Authorization; (iii) each debit to the account of a Payee (reversing a prior credit) will be for a sum
which is due and owing; (iv) your payment by means of electronic credits complies with all laws applicable to
you and Payee with respect to such payments; and (v) you will have good, collected funds available in your
Account for the purpose of honoring every debit made by iSolved in connection with the Services.
4. Term and Termination.
a. Commencement. If iSolved approves your use of the Services, the Services will commence on the date advised by
iSolved and the term of this addendum shall continue in effect unless and until terminated as provided herein.
b. Termination Events. Notwithstanding anything in this addendum to the contrary, this addendum may be
immediately terminated at iSolved’s option and without prior notice, and iSolved will have no further obligation
to to provide any Services to you, if any one of the following occurs (a “Termination Event”): (i) any debit to your
Account for funding is dishonored or otherwise returned to iSolved or the Originating Bank for any reason, or
you default in the payment of any sum of money owed to iSolved; (ii) any representation you make is incorrect
in any material respect; (iii) you default under this addendum; (iv) your funds are, at any time, insufficient to
Direct Deposit Services Addendum Page 13 of 15
cover the net payroll and/or related taxes for your Payees, (v) (a) you cease operations, (b) a receiver, custodian,
trustee or liquidator becomes responsible in any manner for you or any of your assets, (c) you are unable to pay
your debts as they become due, (d) you make any assignment for the benefit of creditors, (e) you become a
bankrupt party under the United States bankruptcy code or either involuntarily or voluntarily becomes the
subject of any other law relating to bankruptcy, insolvency, reorganization, dissolution, liquidation, winding-up,
or composition or adjustment of debts; (vi) the Originating Bank notifies iSolved that it is no longer willing to
originate debits and credits for you for any reason whatsoever (including without limitation, the return of a
debit entry or insufficient or uncollected funds); (vii) the Payee Authorization is terminated (unless replaced by
another Payee Authorization); or (viii) iSolved’s agreement with the Originating Bank is terminated.
c. Termination for Convenience. Subject to the last sentence of Section 1(b)(i) above, either party may terminate
this addendum without cause with written notice to the other party.
d. Effect of Termination. The following sections will survive termination of this addendum: this Section 4d (Effect
of Termination), Section 6 (Limitation of Liability), Section 7 (Indemnification), Section 9 (Miscellaneous), and
any other provision when reasonably read as intended to survive termination.
5. Disclaimer of Warranties.
a. Provision. iSolved shall use due care in providing the Services. However, iSolved shall have no responsibility for
correcting errors which are due to your negligence or incompleteness or inaccuracy of information provided by
you or your employees or agents.
b. No Warranties. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE SERVICES ARE PROVIDED ON AN “AS
IS” BASIS AND ISOLVED DISCLAIMS TO THE FULLEST EXTENT PERMITTED BY LAW ALL OTHER REPRESENTATIONS,
WARRANTIES AND GUARANTEES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING THOSE
(I) OF MERCHANTABILITY OR SATISFACTORY QUALITY, (II) OF FITNESS FOR A PARTICULAR PURPOSE, (III) OF NONINFRINGEMENT AND (IV) ARISING FROM CUSTOM, TRADE USAGE, COURSE OF PRIOR DEALING OR COURSE OF
PERFORMANCE.
6. Limitation of Liability.
a. Generally. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ISOLVED SHALL NOT HAVE ANY
LIABILITY FOR ANY INDIRECT, SPECIAL, EXEMPLARY, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES.
SUBJECT TO SECTION 6B, ISOLVED’S AGGREGATE LIABILITY FOR DIRECT DAMAGES SHALL NOT EXCEED THE
VALUE OF THE FEES FOR THE SERVICES PAID OR PAYABLE IN THE 12-MONTH PERIOD IMMEDIATELY PRECEDING
THE EVENT GIVING RISE TO THE CLAIM, OR, IF SUCH CLAIM ARISES DURING THE FIRST 12-MONTH PERIOD OF
THIS AGREEMENT, DURING SUCH PERIOD.
b. Exception. iSolved’s sole liability under this addendum for the fraudulent or dishonest acts or omissions of
iSolved’s officers, employees or agents shall be limited to restoring any lost or misdirected funds (if any) to you
or the applicable Payee (as reasonably determined by you) caused solely and directly by such fraudulent or
dishonest acts or omissions.
c. Clarifications. iSolved shall have no liability for any failure to provide the Services due to causes or conditions
beyond its control. You recognize that Internet service provider interruptions that prevent you from entering
and/or transmitting direct deposit information are beyond iSolved’s control and agree that iSolved shall not be
liable for any resulting damages or losses resulting from such interruptions. iSolved also shall not be liable for any
fraudulent or dishonest acts or omissions of your officers, employees or agents, whether involving your use of the
Services or otherwise.
Direct Deposit Services Addendum Page 14 of 15
d. Application. The exclusions and limitations above apply to all causes of action, whether arising from breach of
contract, tort, breach of statutory duty or otherwise, even if such loss was reasonably foreseeable or if you had
advised iSolved of the possibility of such loss. The allocation of risk in this addendum is reflected in the level of
fees payable hereunder.
7. Indemnification. You shall indemnify and hold iSolved harmless from all losses, damages and expenses (including
reasonable attorneys’ fees) in any claim that arises out of or results from (i) your furnishing of incomplete or
inaccurate information to iSolved; (ii) a Termination Event; or (iii) your breach of any NACHA rules.
8. Fees; Payment.
a. Electronic Debit. You shall pay the applicable Services fees to iSolved via electronic debit (e.g., automatic
billing). iSolved may increase any prices and/or fees at any time upon fifteen (15) days’ written notice.
b. Wire Transfer and Other Fees. Wire transfer fees will be charged in accordance with reasonable and prevailing
fees. All wire transfer fees are in addition to, not in lieu of, any other fees payable to iSolved under this
addendum. Further, all financial institution fees charged by your financial institution shall be your sole
responsibility. You shall pay for any financial institution service charges iSolved may incur due to a debit
withdrawal request returned to iSolved as being dishonored.
c. Dishonored Items. You shall pay iSolved a service fee for any debit withdrawal request that is returned to
iSolved as being dishonored. The fee shall be charged at the current Non-Sufficient Funds Rates as published on
the iSolved fee schedule. Notwithstanding Section 8a, this schedule may be reviewed and adjusted at any time
in iSolved’s sole discretion.
d. Failure to Pay. If you fail to pay any amount due under this addendum, whether by acceleration or otherwise,
upon demand by iSolved, you shall pay interest at the rate of 1.5% per month (but not to exceed the maximum
allowed by law) on such delinquent amount from the due date thereof until the date of payment.
e. Refunds. No refund or adjustment will be processed by iSolved until verification is available that good, collected
and final funds from you are on deposit in iSolved’s account. If you do not honor a debit from iSolved correcting
a previous credit entry, then you will refund to iSolved the amount of such credit entry if iSolved already
refunded such amount, or iSolved may offset the amount against other funds in iSolved’s possession.
9. Miscellaneous.
a. Assignment. You shall not assign this addendum without iSolved’s prior written consent, which will not be
unreasonably withheld. Any attempt by you to assign any of your rights, duties or obligations that arise under
this addendum without such consent shall be void. iSolved may assign this addendum or any of its rights, duties
or obligations that arise under this addendum.
b. Entire Agreement. This addendum constitutes the entire agreement between you and iSolved regarding its
subject matter and supersedes all prior or contemporaneous written and oral agreements, negotiations and
discussions between the parties regarding the subject matter herein. You acknowledge that in entering into
this addendum you have not relied on and will have no rights or remedies in respect of any statement,
representation, assurance or warranty other than as expressly set out in this addendum.
c. Amendments. iSolved reserves the right to amend any of the Services and this addendum, any of which
amendmentsshall become effective upon fifteen (15) days’ written notice. Except as otherwise provided herein, this
addendum shall not be modified in any way except in writing, signed by duly authorized representatives of you and
iSolved.
Direct Deposit Services Addendum Page 15 of 15
d. Severability. If any provision of this addendum (or any portion thereof) is held to be invalid, illegal or
unenforceable, then to the extent possible such provision shall be construed to reflect the intent of the original
provision, with all other provisions in this addendum remaining in full force and effect.
e. No Waiver. iSolved’s failure to insist upon strict performance of any provision of this addendum shall in no way
constitute a waiver of any of iSolved’s rights, nor shall such failure be considered a waiver by iSolved of any
other provision or subsequent default by you in the performance of or in compliance with this addendum.
f. Governing Law; Dispute Resolution. The validity, construction and application of the addendum will be
governed by the internal laws of the State of North Carolina, excluding its conflict of laws provisions. Except as
provided in the last sentence of this Section 9f, any controversy, claim or action arising out of or relating to this
addendum, including the determination of the scope or applicability of this agreement to arbitrate, will be
settled by binding arbitration in Charlotte, North Carolina before one arbitrator. The arbitration shall be
administered in accordance with the Commercial Arbitration Rules of the American Arbitration Association.
Judgment on the award may be entered in any court having jurisdiction. iSolved may, in its sole discretion,
commence an action in any court of competent jurisdiction within the State of North Carolina for any monies
due and owing from you to iSolved.
g. Time for Customer to Bring Claims. ANY CLAIM OR CAUSE OF ACTION, REGARDLESS OF FORM, THAT YOU MAY
RAISE HEREUNDER MUST BE BROUGHT BY YOU NO MORE THAN ONE (1) YEAR AFTER IT AROSE, OTHERWISE THE
CLAIM OR CAUSE OF ACTION SHALL BE BARRED.
h. Attorneys’ Fees & Costs. If iSolved is required to arbitrate or take any legal action to enforce the terms of this
addendum and is successful in such arbitration or legal action, you shall pay all costs, attorneys’ fees and
interest reasonably incurred by iSolved as a result of the necessity of such arbitration or action (including those
incurred on appeal).

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