Payroll TOS (PDF)

Oracle America, Inc. NetSuite US Payroll Service Terms of Service

IMPORTANT! THESE TERMS OF SERVICE ("PAYROLL TERMS OF SERVICE") ARE THE ONLY TERMS THAT GOVERN YOUR USE OF THE NETSUITE PAYROLL SERVICES DESCRIBED IN THIS PAYROLL TERMS OF SERVICE. THIS PAYROLL TERMS OF SERVICE WILL BE LEGALLY BINDING ON YOU WHEN YOU CLICK THE "I AGREE" BUTTON BELOW. CAREFULLY READ THIS PAYROLL TERMS OF SERVICE BEFORE CLICKING "I AGREE."

YOU REPRESENT THAT YOU HAVE AUTHORITY TO ENTER INTO THIS PAYROLL TERMS OF SERVICE ON BEHALF OF YOUR COMPANY (OR OTHER LEGAL ENTITY). IF YOU DO NOT HAVE SUCH AUTHORITY, OR YOU DO NOT AGREE WITH ANY OF THE TERMS AND CONDITIONS IN THIS PAYROLL TERMS OF SERVICE, DO NOT CLICK THE "I AGREE" BUTTON; INSTEAD, CLICK THE "I DECLINE" BUTTON.

This Payroll Terms of Service will be effective as of the date you click "I agree."

1. Parties. This Payroll Terms of Service is entered into by you, as an authorized agent of your company (or other legal entity), and Oracle America, Inc., a Delaware corporation ("Oracle"). You should retain a copy of this Payroll Terms of Service for your records. You have entered into an Oracle Master Agreement, Subscription Services Agreement, Cloud Services Agreement, or License Agreement ("Agreement") with Oracle regarding your access and use of the Service, as defined therein.

2. Services and Requirements

.

• A. Payroll Services. This Payroll Terms of Service, together with the documentation described in subsection B below and receipt of a satisfactory credit review (described below), authorizes you to access and use the NetSuite Payroll services (the "Payroll Services") via the Service (as defined in your Agreement). The Payroll Services include the NetSuite tax calculation tool and payroll processing services. Oracle may (i) retain the services of a third party to perform certain functions in connection with the Payroll Services (a "Fulfillment Partner") and (ii) require you to enter into a contract directly with Fulfillment Partner for such Payroll Services (the "Fulfillment Partner Agreement").
• B. Documentation and Required Information. You will be required to complete and submit to Oracle, or Fulfillment Partner, the following documents in order to use the payroll processing components of Payroll Services: (i) power of attorney forms for each jurisdiction in which you will use the Payroll Services (the "POA"), (ii) Authorization to Debit/Credit Bank Account(s)/Obtain Bank Account Information (the "Authorization Form"), (iii) an IRS proof of legal name/FEIN and (iv) an authorization form for Fulfillment Partner authorizing debiting and crediting your bank account. In addition, you will provide to Oracle, and authorize Oracle to provide to Fulfillment Partner, your (a) legal name, and "doing business as" name if applicable; (b) legal address (not a PO Box or PMB); (c) phone number; (d) Duns Number (if one exists); (e) voided pre-printed bank check or MICR spec sheet; (f) primary Federal Employer Identification Number ("FEIN"); (g) Processor payroll identification number; (h) average total payroll amount; (i) number of employees; and (j) complete American Bankers Association banking information. Oracle may require you to complete additional documentation or information. You hereby authorize Oracle to (i) provide your data to Fulfillment Partner for the purposes of performing the Payroll Service, and (ii) take such action as is necessary to perform the Payroll Services. You agree to promptly comply with Oracle's request for such additional documentation and understand that the Payroll Services may be impaired or delayed if you do not.