Terms of Service

These Terms of Service ("Terms") govern your access to and use of the PayrollPro platform ("Platform", "Service"), operated by Spartan Media LLC("Spartan", "we", "us", "our"), a Virginia limited liability company (EIN 92-1101699) with principal place of business at 9890 Liberia Ave, Ste 1147, Manassas, VA 20110. By creating an account, signing in, or otherwise accessing the Platform, you agree to be bound by these Terms and our Privacy Policy. If you do not agree, do not use the Platform.

1. Who can use the Platform

The Platform is offered to (a) accounting firms ("Firms") processing payroll for their clients, (b) employers ("Employers") onboarded by a Firm, and (c) employees ("Employees") of those Employers accessing pay stubs and tax forms. You must be at least 18 years old, legally able to enter into a binding contract, and authorised to act on behalf of any business you represent. Government-restricted persons and entities are not permitted.

2. Account responsibilities

• You are responsible for maintaining the confidentiality of your credentials and for all activity under your account.
• You must enable multi-factor authentication (MFA) on any account that accesses the Firm dashboard. Failure to do so does not shift liability for unauthorised access from you to us.
• You must promptly notify us at sales@espartan.net of any suspected unauthorised access.
• You agree not to share your account, sublicense access, or misrepresent your identity.

3. Description of Service

PayrollPro provides software tools to calculate payroll, generate pay stubs and tax forms, file federal and state payroll tax returns, and originate ACH debits and credits in connection with payroll and tax deposits. Spartan acts as a Reporting Agent for Firms that file IRS Form 8655 with us, as defined in IRS Pub. 1474. We are not your CPA, attorney, or financial advisor. Tax filings and payments remain the legal obligation of the taxpayer of record.

4. Fees and billing

Subscription fees are billed monthly in advance via Stripe. Per-use fees (additional payroll runs, ACH originations, filings) are billed monthly in arrears. All amounts are in U.S. dollars and exclude taxes you may owe in your jurisdiction. Failure to pay may result in suspension or termination of the Service after written notice and a 10-day cure period. Refunds for partial months are not provided unless required by law.

5. ACH and electronic payments (NACHA)

When you authorise an ACH debit (for payroll funding or tax deposits), you do so subject to the NACHA Operating Rules. Each authorisation captures your IP address, user agent, timestamp, and signed consent text. You may revoke an authorisation by written notice to us at least three (3) business days before a scheduled debit. You represent that you are an authorised signer on the bank account being debited and that funds will be available on the effective date. Returned items may incur the fees published on your account's invoice page.

6. Electronic signatures and records (E-SIGN Act)

You consent to receive and provide records electronically as permitted by the E-SIGN Act (15 U.S.C. § 7001) and applicable state law (including the UETA). Electronic signatures captured on the Platform — including W-4, NC-4, Form 8655, and ACH authorisations — are legally binding equivalents of handwritten signatures. Each captures your IP address, user agent, timestamp, document SHA-256 hash, and the assent text shown to you. You may withdraw consent to electronic records by contacting us at sales@espartan.net; doing so may require us to suspend portions of the Service that depend on electronic delivery.

7. Privacy and security

Our processing of personal data is described in the Privacy Policy. Our security controls (encryption at rest and in transit, NIST SP 800-63 AAL2 authentication, vulnerability management, etc.) are summarised at /security. You agree not to attempt to bypass, probe, or stress-test our security controls without prior written authorisation.

8. Acceptable use

You agree not to use the Platform to:

• process payroll for a business you are not authorised to act for;
• file false or fraudulent tax forms;
• infringe intellectual property, defame, or harass any person;
• distribute malware, run automated scrapers, or attempt to gain unauthorised access;
• resell, white-label to third parties beyond your own clients, or reverse engineer the Service.

9. Intellectual property

The Platform, including its source code, design, trademarks, and brand assets, is owned by Spartan Media LLC and is protected by U.S. and international IP laws. You retain ownership of the data you submit (employer, employee, payroll, and tax data); you grant us a limited licence to process it solely to provide the Service and as described in the Privacy Policy.

10. Confidentiality

Each party will protect the other's confidential information with the same degree of care it uses for its own confidential information of similar sensitivity, and not less than reasonable care. This obligation survives termination for three (3) years (indefinitely for trade secrets).

11. Disclaimers

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR THAT TAX CALCULATIONS WILL ALWAYS BE ACCEPTED BY EVERY TAXING AUTHORITY. You remain responsible for reviewing every filing before submission.

12. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, OUR AGGREGATE LIABILITY FOR ANY CLAIM ARISING OUT OF OR RELATING TO THE SERVICE WILL NOT EXCEED THE TOTAL FEES YOU PAID US IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. WE WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, DATA, OR GOODWILL, EVEN IF ADVISED OF THE POSSIBILITY.

13. Indemnification

You will indemnify and hold us harmless from any third-party claim arising out of (a) your breach of these Terms, (b) your violation of any law or regulation, (c) data you submit, or (d) your use of the Service. We will indemnify you against third-party claims that the Platform infringes their U.S. intellectual property rights, subject to your prompt notice and reasonable cooperation.

14. Termination

You may terminate at any time from your account settings. We may suspend or terminate access if you breach these Terms, fail to pay, or use the Service in a way that exposes Spartan to material legal or operational risk. On termination, we retain records to comply with tax-record retention requirements described in the Privacy Policy (typically 4 years for payroll, 7 years for tax filings).

15. Governing law and dispute resolution

These Terms are governed by the laws of the Commonwealth of Virginia, without regard to its conflict-of-laws principles. Any dispute will be resolved exclusively in the state or federal courts located in Prince William County, Virginia. You waive any objection to venue.

16. Changes to these Terms

We may update these Terms from time to time. Material changes will be communicated by in-app banner and email to Firm administrators at least 30 days before they take effect. Continued use after the effective date constitutes acceptance.

17. Contact

Email: sales@espartan.net
Postal: Spartan Media LLC · 9890 Liberia Ave, Ste 1147 · Manassas, VA 20110