1.1. Welcome to Sage View (including the Sage View Connector tool, where applicable; hereinafter referred to collectively as “Sage View”), an online solution designed to make your work life easier, provided by Sage Software, Inc. (“Sage”). Your access to and use of any and all Sage View versions and/or editions and any related services not governed by a separate agreement is governed by and subject to the following terms and conditions and Sage’s applicable policies and procedures for Sage View (collectively, the “Terms”). These Terms are between you (“you” or “your”) and Sage. Any person or entity acting on your behalf shall also be bound by the Terms and you agree to be responsible for such person’s or entity’s actions. Sage may update the Terms from time to time without notice to you; however, you can review the most current version of the Terms at any time at: http://www.sage.com/us/accountant/sage-view/lp/terms-and-conditions by selecting the Terms and Conditions link for Accountant. Certain services may be subject to additional posted licenses, purchase or subscription terms, guidelines, or rules that may be modified from time to time.
1.2. By checking the box entitled “I have read and accepted the terms and conditions” and clicking “Sign up” on the Sage View registration page or by using Sage View, you represent and warrant that you are eighteen (18) years of age or older, that you have provided true, accurate, current, and complete information, that you have the power and authority to enter into and perform under these Terms, and acknowledge that you have read, understand and agree to be bound by the Terms and comply with all applicable laws, rules, and regulations. If you do not agree with the Terms, exit the registration form and your access to Sage View will terminate.
2.1. Sage will provide you access to Sage View in accordance with these Terms. If you are accessing Sage View through a “paid user” or “trial user” account, you will have full access to the features of the respective Sage View version and/or edition while your account is active.
2.2. If you breach any of these Terms, as determined by Sage in its sole discretion, you agree that Sage may disable access to your Sage View account (“Your Account”); and you may be prevented from accessing Sage View or your account details, data (including your clients’ data), or other material that you (and/or your clients) submit, post, incorporate, or display on or through Sage View (collectively “Your Material”) that become part of Your Account.
2.3. If Sage discovers that Your Material violates these Terms or applicable legal agreements, laws, regulations or policies, you agree that Sage may remove Your Material from Your Account at its sole discretion.
2.4. Sage makes no promises as to the availability of Your Material or Sage View or the functionality of Sage View.
3.1. In order to access Sage View, you will be required to provide information about yourself such as (but not limited to) your name, address, and billing details (if applicable). You agree that any such information you provide to Sage will always be accurate, correct, and up to date.
3.2. You understand and agree that to access and maintain access to Sage View, you must be an accountant or bookkeeper providing professional accounting or bookkeeping services for multiple fee-paying clients.
3.3. Eligibility for access to Sage View will be verified by Sage prior to initial account activation and periodically thereafter. You agree to cooperate with Sage in the eligibility verification process and to provide required information and materials reasonably requested by Sage regarding the operation of your professional accounting or bookkeeping services. You agree that any such information you provide to Sage will always be accurate, correct, and up to date.
3.4. You understand and agree that your client must grant you access to their data by agreeing to connect with Your Account and your client may terminate your access to their data by disconnecting from Your Account at any time. If your client terminates your access to their data, you understand and agree that you will no longer have access to that client’s data through Your Account. You further acknowledge and agree that Sage has no responsibility to you, your client, or to anyone else for your actions or the actions of your client including, without limitation, your access to and manipulation of your client’s data through Your Account.
3.6. At any time, if Sage determines, in its sole discretion, that you are not eligible for Sage View, you agree that Sage may terminate Your Account.
3.7. You agree that you will not: (a) engage in any activity, or (b) use any of Your Material in a way that interferes or disrupts Sage One or any servers, networks, or websites operated by Sage or any third party.
3.8. You agree that you are solely responsible for (and that Sage has no responsibility to you, your clients, or to anyone else) your use of Sage View, Your Material, your breach of any obligations under the Terms, and for the consequences (including loss or damage of any kind which you or Sage may suffer) of any breach of such obligations. You further agree to not use Sage View to store, host, or send unsolicited electronic messages. You further agree to not use Sage View to transmit any viruses, worms, or malicious content.
3.9. You agree to comply with all applicable export and import controls, including, but not limited to, the United States Department of Commerce’s Export Administration Regulations and sanctions programs administered by the United States Treasury Department's Office of Foreign Assets Control. By using Sage View, you represent and warrant that you are not prohibited from receiving exports, imports or services under United States or other applicable laws.
3.10. You agree not to access (or attempt to access) Sage View by any means other than through the interface made available by Sage, unless you have been specifically allowed to do so in a separate written agreement with Sage. You specifically agree not to access (or attempt to access) Sage View through any automated means (including use of scripts, crawlers, or similar technologies).
3.11. You agree that you will not: (a) engage in any activity, or (b) use any of Your Material in a way that interferes or disrupts Sage View or any servers, networks, or websites operated by Sage or any third party.
3.12. You agree that you are responsible for and shall comply with any and all applicable tax laws, including reporting and paying any taxes arising in connection with your use or purchase of Sage View.
3.13. You represent and warrant to Sage that you have all the rights in, power to and authority to enter into these Terms.
3.14. You agree that Sage owns all right, title, and interest in and to Sage View, including without limitation all applicable Intellectual Property Rights. “Intellectual Property Rights” means any and all rights existing under patent, copyright, trade secret and trademark law, unfair competition law, and any and all other proprietary rights worldwide.
4.1. Sage gives you a personal, worldwide, non-assignable, non-transferrable, and non-exclusive license to use Sage View for the sole purpose of enabling you to use and enjoy the benefits of the respective Sage View version and/or edition as delivered by Sage solely in the manner permitted by the Terms, and in accordance with instructions and documentation that Sage provides.
4.2. You shall not (and you shall not permit anyone else to): (a) copy, sell, license, distribute, transfer, modify, adapt, translate, prepare derivative works from, decompile, reverse engineer, disassemble or otherwise attempt to derive source code from Sage View; (b) take any action to circumvent or defeat the security or usage rules provided, deployed or enforced by any functionality (including without limitation digital rights management or forward-lock functionality) on Sage View; (c) use Your Material to access, copy, transfer, transcribe or retransmit anything in violation of any law or the rights of others; or (d) remove, obscure, or alter Sage’s copyright notices, trademarks, or other proprietary rights notices.
4.3. Unless Sage has given you express and specific written permission to do so, you shall not assign, transfer (by merger, acquisition, operation of law or otherwise), grant a sub-license or a security interest in, your license to use Sage View to someone else.
Sage may provide you with a mechanism to provide feedback, suggestions, and ideas about Sage View (“Feedback”). You agree that Sage may, in its sole discretion, use the Feedback in any way, including but not limited to future modifications of Sage View, multimedia works and/or advertising and promotional materials relating thereto. You hereby grant Sage a perpetual, worldwide, fully transferable, non-revocable, royalty free license to use, reproduce, modify, create derivative works from, perform, distribute, and display for any purpose any information you provide to Sage in the Feedback.
Sage View may contain technologies that monitor, record and report to Sage information regarding the use of Sage View, including but not limited to information concerning the devices used to access Sage View; and the frequency, type and manner of use of Sage View (collectively, “Usage Data”). You agree that Sage may, in its sole discretion, collect and use Usage Data to support, maintain, and improve Sage View, and to enforce Sage’s rights under the Terms. To the extent any Usage Data is personal information within the meaning of applicable law, You hereby: (a) consent to Sage’s collection, use and disclosure of such Usage Data for these purposes; and (b) represent and warrant that you have obtained the consent of any individual to whom such Usage Data relates to Sage’s collection, use and disclosure of such Usage Data for these purposes, or that the consent of any such individuals is not required to be obtained under applicable law.
Sage disclaims any responsibility to provide any customer support for Sage View except as described at http://help-sageview.na.sage.com/. Sage may change its customer support for Sage View at any time by updating the customer support description at http://help-sageview.na.sage.com/. You hereby understand and acknowledge that if you or Sage terminate Your Account (or if using a trial user account the time period of your trial expires) customer support for Sage View will no longer be available to you.
8.1. You are responsible for maintaining the confidentiality of passwords associated with Your Account and agree to be responsible to Sage for all activities that occur under Your Account, whether performed directly by you or by others.
8.2. If you become aware of any unauthorized use of your password or of Your Account, you shall notify Sage immediately at: 1-866-749-7243.
9.1. For information about Sage’s data protection practices, please read Sage’s privacy policy at http://www.sage.com/us/legal. This policy explains how Sage treats your personal information and protects your privacy when you use Sage View.
9.2. You agree that Sage may use Your Material, including any personal information you provide, in accordance with Sage’s privacy policies.
9.3. Sage utilizes industry standard technology resources to maintain its high security standards. You understand and agree that Your Material, including any personal information you provide and your clients’ data as part of or incorporated in Your Material, may be stored in countries outside of your country. You further understand and agree that, to the extent required by applicable laws, rules, and regulations, it is your responsibility to notify your clients that their data, as part of or incorporated in Your Material, may be stored in countries outside of your and/or their country.
To the maximum extent permitted by law, you agree to defend, indemnify and hold harmless Sage, its affiliates and their respective directors, officers, employees and agents from and against any and all claims, actions, suits or proceedings, as well as any and all losses, liabilities, damages, costs and expenses (including reasonable attorney fees) arising out of or accruing from your use of Sage View, Your Material or your violation of these Terms.
11.1. Your Account is a license subscription. If you are accessing Sage View as a “paid user,” you agree that Sage may automatically collect the applicable fees from you for each subscription term (in accordance with your selected subscription plan), including the monthly base fee, plus the applicable fees for each additional client company data account connection (client company data account connections include any and all client company data accounts connected to Your Account one or more days during the previous subscription term (month)). If you provided a credit card upon sign up, that credit card will be charged for each subscription term, until Your Account terminates in accordance with Section 12 below. If you purchased your Sage View license subscription from a reseller, Sage will contact you in advance of the renewal date for your subscription to collect payment information so that you may continue your service for an additional subscription term. If you are accessing Sage View as a “trial user,” Sage will not charge you a fee for accessing Your Account.
11.2. Each “paid user” account comes with two (2) administrator user licenses and up to 5 gigabytes of storage space for Your Material. Additional fees apply for additional users and storage space.
11.3. Sage may increase the fees for any and all Sage View versions and/or editions at any time by giving you not less than thirty (30) days prior notice. Any increase will become effective on your next billing date after this thirty (30) day notice.
11.4. Sage will not issue a refund to you of any pre-paid collected fees upon termination or cancellation of Your Account.
12.1. These Terms will remain in effect until you or Sage terminate the Terms as described below.
12.2. Termination by You: a.) If you are accessing Sage View as a “paid user,” you may terminate these Terms and Your Account by contacting Sage at 1-866-749-7243. Sage representatives are available by phone from 9 am to 8 pm ET Monday to Friday, except holidays. To be effective, your termination notice under this Section must be confirmed by Sage in an email response to you. The termination will take effect at the end of your subscription term. b.) If you are accessing Sage View as a “trial user,” you may terminate these Terms and Your Account by contacting Sage at 1-866-749-7243. Sage representatives are available by phone from 9 am to 8 pm ET Monday to Friday, except holidays. To be effective, your termination notice under this Section must be confirmed by Sage in an email response to you. The termination will take effect at the end of your subscription term.
12.3. Termination by Sage. Sage may at any time, terminate these Terms and Your Account if Sage determines in its sole discretion that: (a) you have not paid or Sage is unable to collect the applicable fees for Your Account when due; (b) you have breached any provision of these Terms, (c) you are no longer eligible for Sage View; (d) it is required to do so by law; (e) if using a trial user account the time period of your trial has expired; or (f) it will discontinue operation of Sage View. Further, Sage may at any time, terminate these Terms and Your Account upon ninety (90) days’ prior notice to you.
12.4. In the event Your Account is terminated or if you are using a trial user account and the time period of your trial expires: (a) you will not be able to access Your Account or Your Material; and (b) you agree that Sage shall have no obligation to maintain or provide you access or deliver to you any of Your Material. If you have a “paid user” account, Sage retains the right to delete Your Account and Your Material in its systems or otherwise in its possession or under its control at the end of the ninety-day (90) period following termination. If you are an “invited user” or a “trial user,” You will no longer be able to access Your Account or Your Material and Sage will have no obligation to retain any such material beyond ninety (90) days after your last login.
12.5. Notwithstanding termination of these Terms, the following sections will remain in force against you and Sage: 2, 3, 4.2, 4.3, 5, 6, 9, 11.4, 12.4, 12.5, and 13-17.
13.1. YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF SAGE VIEW AND ANY CONTENT OBTAINED THROUGH SAGE VIEW IS AT YOUR SOLE RISK AND THAT SAGE VIEW IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND. SAGE DOES NOT WARRANT THAT SAGE VIEW IS FREE OF BUGS, VIRUSES, IMPERFECTIONS, ERRORS, OR OMISSIONS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SAGE FURTHER EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED WITH RESPECT TO SAGE VIEW AND ALL OF YOUR MATERIAL, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES AND CONDITIONS OF AVAILABILITY, RELIABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
13.2. YOU EXPRESSLY UNDERSTAND AND AGREE THAT BECAUSE USE OF SAGE VIEW AND ALL OF YOUR MATERIAL IS AT YOUR SOLE RISK, SAGE IS NOT RESPONSIBLE FOR AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTERS, NETWORKS, MOBILE AND OTHER DEVICES, AND LOSS OF DATA THAT MAY RESULT FROM SUCH USE.
13.3. YOU EXPRESLY UNDERSTAND AND AGREE THAT SAGE VIEW IS NOT FAULT-TOLERANT AND IS NOT DESIGNED OR INTENDED FOR USE IN HAZARDOUS ENVIRONMENTS REQUIRING FAIL-SAFE PERFORMANCE, INCLUDING WITHOUT LIMITATION, IN THE OPERATION OF NUCLEAR FACILITIES, AIRCRAFT NAVIGATION OR COMMUNICATION SYSTEMS, AIR TRAFFIC CONTROL, WEAPONS SYSTEMS, LIFE-SUPPORT MACHINES, OR ANY OTHER APPLICATION IN WHICH THE FAILURE OF SAGE VIEW COULD LEAD DIRECTLY TO DEATH, PERSONAL INJURY, OR SEVERE PHYSICAL OR PROPERTY DAMAGE (COLLECTIVELY, “HIGH RISK ACTIVITIES”). SAGE EXPRESSLY DISCLAIMS ALL, WHETHER EXPRESS OR IMPLIED, WARRANTIES OF FITNESS FOR HIGH RISK ACTIVITIES.
14.1. YOU EXPRESSLY UNDERSTAND AND AGREE THAT SAGE AND ITS SUBSIDIARIES AND AFFILIATES SHALL NOT BE LIABLE TO YOU UNDER ANY THEORY OF LIABILITY (WHETHER CONTRACT, TORT (INCLUDING NEGLIGENCE OR OTHERWISE)) FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES THAT YOU MAY INCUR THROUGH USE OF SAGE VIEW, YOUR ACCOUNTANT’S USE OF SAGE VIEW, AND ANY OF YOUR MATERIAL ACCESSED OR OBTAINED FROM SAGE VIEW, WHETHER OR NOT SAGE OR ITS REPRESENTATIVES HAVE BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF SUCH DAMAGES.
14.2. SAGE’S SOLE LIABILITY TO YOU FOR DIRECT DAMAGES ARISING OUT OF YOUR RELATIONSHIP WITH SAGE BECAUSE YOU HAVE ACCESSED OR USED SAGE VIEW IS LIMITED TO TWO HUNDRED DOLLARS (US$200.00).
15.1. Sage may change, revise, update, or otherwise modify the features and functionality of any and all Sage View versions and/or editions. You may reject these changes by discontinuing use of Sage View and terminating Your Account.
15.2. You understand and agree that if you use Sage View after any such changes, you will be deemed to have agreed to the changes and your continued use of Sage View will be subject to and governed by these Terms.
16.1. Sage may change these Terms from time to time. When these changes are made, Sage will make the updated version of the Terms available at http://www.sage.com/us/accountant/sage-view/lp/terms-and-conditions, to view select the Terms and Conditions link for Accountant. It is your responsibility to check regularly for changes to the Terms.
16.2. You understand and agree that if you use Sage View after the date on which the Terms have changed, you will be deemed to have agreed to the changes and your continued use of Sage View will be subject to and governed by the updated Terms.
17.1. These Terms, along with anything referenced herein, constitute the entire legal agreement between you and Sage and govern your use of Sage View. The Terms completely replace any prior agreements between you and Sage in relation to Sage View.
17.2. To the fullest extent permitted by law and consistent with valid entry into a binding agreement, the controlling language of these Terms is English and any translation you have received has been provided solely for your convenience. In the event you have agreed to these Terms by means of the display of a translated version of these Terms in a language other than English, you may request an English language version of these Terms by notice to Sage. To the fullest extent permitted by law, all correspondence and communication between you and Sage under these Terms must be in the English language.
17.3. As a user of Sage View, you assume the responsibility for the selection of Sage View as being appropriate for your purposes. You understand and agree that: (a) you are solely responsible for the content and accuracy of all reports and documents prepared with Sage View; (b) using Sage View does not relieve you of any professional obligation concerning the preparation and review of such reports and documents; (c) you do not rely upon Sage or Sage View for any advice or guidance regarding the appropriate accounting and/or tax treatment of items reflected on such reports or documents; (d) you will review any calculations made by using Sage View and satisfy yourself that those calculations are correct; and (e) Sage’s customer support is designed to only offer technical support for issues regarding the features and functionality of Sage View in the supported browser environments.
17.4. You understand and agree that some Sage products and third party products marketed, integrated, and/or available with Sage View may be subject solely to terms and conditions of the respective Sage product or third party product and not to these Terms. You acknowledge and agree that under no circumstances shall Sage be responsible or liable in any way for the availability and/or functionality of services or products offered, or the content located on or through, any such third party product. You further acknowledge and agree that under no circumstances shall Sage be responsible or liable in any way, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such functionality, content, goods or services available on or through any such third party product. Sage may withdraw access to such third party products via Sage View at any time without notice.
17.5. You authorize Sage to send you information about Sage products and services, including but not limited to marketing and promotional material, via facsimile, email, telephone, and other reasonable means. If you do not wish to receive information from Sage, please contact Customer Service at 1-866-749-7243.
17.6. You agree that any failure by Sage to exercise or enforce any legal right or remedy contained in these Terms (or which Sage has the benefit of under any applicable law), will not constitute a waiver of Sage’s rights and that those rights or remedies will still be available to Sage.
17.7. If a court finds that any provision of these Terms (which includes any updated Terms) is invalid, then that provision will be removed from the Terms without affecting the rest of the Terms. The remaining provisions of the Terms will continue to be valid and enforceable.
17.8. These Terms and your relationship with Sage under these Terms shall be governed by the laws of the State of California without regard to its conflict of laws provisions. You and Sage agree to submit to the exclusive jurisdiction of the courts located within Orange County, California to resolve any legal matter arising from these Terms and your use of Sage View. In any and all instances, the United Nations Convention on Contracts for the International Sales of Goods shall not apply to these Terms. Notwithstanding the foregoing, you agree that Sage shall still be allowed to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction. In addition, you agree that any cause of action or claim will be litigated individually and that you will not consolidate or seek class treatment for any claims.
17.9. Sage View is provided with RESTRICTED RIGHTS. Use, duplication, or disclosure by the U.S. Government (including its agencies and instrumentalities) is subject to restrictions set forth in 48 CFR 52.227-19 or DFARS 252.227-7014, as applicable. The manufacturer is Sage located at 6561 Irvine Center Drive, Irvine, California 92618.
YOU HEREBY ACKNOWLEDGE THAT YOU HAVE CAREFULLY READ THE FOREGOING TERMS AND AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS, YOU MUST IMMEDIATELY TERMINATE YOUR USE OF SAGE VIEW.