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Terms of Service

Last updated: September 16, 2026

These Terms of Service (“Terms”) govern your access to and use of Sadie’s websites, applications, software, calculators, payroll tools, employee tools, documents, communications, and related services (collectively, the “Services”).

These Terms are an agreement between you and Archera, LLC, doing business as Sadie (“Sadie,” “we,” “us,” or “our”).

By creating an account, clicking to accept these Terms, purchasing a subscription, or accessing or using the Services after being presented with these Terms, you agree to be bound by these Terms.

PLEASE READ THESE TERMS CAREFULLY. SECTION 44 CONTAINS A BINDING ARBITRATION AGREEMENT AND CLASS ACTION WAIVER THAT AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO HAVE CERTAIN DISPUTES DECIDED BY A COURT OR JURY. SECTION 45 EXPLAINS HOW TO OPT OUT OF THE ARBITRATION AGREEMENT WITHIN THE SPECIFIED PERIOD.

Our collection, use, and disclosure of personal information are described in our Privacy Policy. By using the Services, you acknowledge that you have received or had access to the Privacy Policy.

If you do not agree to these Terms, do not use Sadie.

1. What Sadie is

Sadie is household payroll and employment-management software designed to help household employers calculate, organize, manage, and maintain information relating to household employment.

Depending on the features available to you and the payroll circumstances supported by Sadie, the Services may help you:

Sadie is not a payroll tax filing service, tax preparer, accounting firm, law firm, professional employer organization, employer of record, fiduciary, bank, money transmitter, or payroll funds processor unless a particular feature or separate written agreement expressly states otherwise.

Unless a particular Sadie feature expressly states otherwise, Sadie does not:

You remain responsible for taking the actions that the Services do not expressly perform for you, including sending wages, making tax payments, filing required returns or forms, and completing government registrations or reports where applicable.

2. You are the household employer

Using Sadie does not change the legal relationship between you and your household employee.

You, not Sadie, are the employer.

Sadie does not hire, supervise, employ, terminate, direct, control, or become the employer or joint employer of your household employee merely because you use the Services.

You remain responsible for the employer obligations applicable to your household employment relationship, including, where applicable:

Sadie may provide calculations, software tools, reminders, educational materials, or workflow assistance relating to these obligations. The availability of such tools does not transfer your status as employer to Sadie.

3. Supported Payroll Scenarios and payroll calculations

For purposes of these Terms, a “Supported Payroll Scenario” means a household-employment payroll situation that Sadie identifies as supported by the Services for the applicable employee type, pay arrangement, work jurisdiction, payroll period, payroll date, and other relevant circumstances.

For Supported Payroll Scenarios, Sadie calculates payroll and applicable tax or statutory payroll amounts using:

Sadie may support some payroll circumstances and not others.

Examples of circumstances that may require additional information, special handling, professional review, or functionality not yet supported by Sadie include:

Where a required payroll calculation is not supported or Sadie does not have information necessary to perform the calculation, Sadie may prevent the payroll from being finalized, require additional information, or identify the payroll as unsupported.

Sadie does not use a generic estimate as a substitute for a required statutory withholding calculation in a Supported Payroll Scenario.

The Services may distinguish among results such as:

An unsupported or unknown payroll obligation is not intended to be treated as a zero-dollar obligation merely because Sadie cannot calculate it.

Payroll and tax obligations may depend on facts that are not available to Sadie. These may include an employee’s complete tax circumstances, employment or compensation outside Sadie, benefits, prior wages not recorded in Sadie, residency or work performed in another jurisdiction, household-specific circumstances, exemptions, elections, local requirements, and other facts that have not been provided to the Services.

Sadie is responsible for applying its supported calculations to the information available to the Services; you remain responsible for providing complete and accurate information that is necessary for those calculations.

Sadie’s identification of a payroll scenario as supported does not constitute a determination regarding worker classification, employee or independent-contractor status, exempt or nonexempt status, immigration or work-authorization status, applicability of a particular employment law, or any other legal status or legal conclusion that depends on facts or legal judgments outside the payroll calculations expressly provided by the Services.

Government authorities may change payroll laws, tax rates, tax tables, forms, administrative interpretations, and other requirements. Sadie may update the Services in response to those changes.

4. Payroll calculation errors and corrections

Payroll software can contain errors, and government rules or guidance can change.

If you believe Sadie has made an error in a payroll calculation or payroll-related output, you should notify us promptly at hello@sadiepay.com and provide information reasonably necessary for us to investigate.

Sadie may review, as applicable:

If Sadie determines that a calculation should be corrected, Sadie may:

A later correction or update does not automatically alter a payroll record that was previously finalized.

Where corrections to finalized payroll are necessary, Sadie may create or require a separate correction, adjustment, or replacement record in order to preserve payroll history.

You agree to cooperate reasonably with an investigation into a reported calculation issue.

If an error results from inaccurate, incomplete, outdated, untimely, or misleading information provided to Sadie, you remain responsible for the consequences of that incorrect information to the extent the error resulted from that information.

Any liability relating to a calculation error remains subject to Section 37 except to the extent a separate written Sadie accuracy commitment or other written agreement expressly provides a different remedy.

5. Tax forms and year-end documents

Sadie may generate or provide:

Unless Sadie expressly states otherwise, generating a form, report, figure, number, or document does not mean that Sadie has filed, transmitted, mailed, delivered, or submitted that information to any government agency, employee, tax authority, or other recipient.

You are responsible for completing any filing, mailing, delivery, submission, or payment that Sadie does not expressly perform.

You should review factual information shown on generated documents, including employee names, addresses, identification information, wage history, pay dates, work locations, and similar employer- or employee-supplied facts.

If you identify an error, you should correct it before relying on or using the applicable document where possible.

6. No tax, legal, accounting, financial, employment, or professional advice

Sadie provides software, calculations, educational content, reminders, workflows, and general information.

Nothing provided through Sadie constitutes individualized tax, legal, accounting, financial, investment, employment-law, or other professional advice.

The fact that Sadie applies a payroll calculation rule to information entered into the Services does not mean Sadie is providing individualized legal or tax advice about your employment relationship.

Sadie is not a substitute for advice from an attorney, CPA, enrolled agent, tax professional, payroll-tax specialist, financial professional, or other qualified adviser familiar with your particular circumstances.

If your situation is unusual, disputed, uncertain, complex, or not supported by the Services, you should consult an appropriate qualified professional.

No professional relationship is created by your use of Sadie. Your use of the Services does not create an attorney-client, accountant-client, tax-adviser, fiduciary, financial-adviser, employment-agency, payroll-agent, or other professional advisory relationship between you and Sadie, Archera, LLC, or any Sadie employee, contractor, representative, or service provider.

No Sadie employee, support representative, contractor, or other representative is authorized merely by providing customer support, product guidance, educational information, or technical assistance to provide individualized legal, accounting, tax, or employment-law advice on behalf of Sadie.

7. Your information must be accurate

Sadie’s calculations and outputs depend on the information provided to the Services.

You agree to provide accurate, current, and complete information and to update that information when it changes.

Depending on the Services you use, relevant information may include:

You are responsible for reviewing the factual payroll information presented to you before finalizing payroll, including hours, compensation, schedules, work location, employee information, tax elections, reimbursements, and other facts that you or an authorized user supply.

Your obligation to review the information does not mean that you are expected to independently reconstruct Sadie’s supported statutory payroll calculations.

If information entered into Sadie is inaccurate, incomplete, late, or outdated, the resulting calculations, documents, reminders, and reports may also be inaccurate.

Sadie is not responsible for an incorrect output to the extent the output results from inaccurate, incomplete, outdated, untimely, or misleading information provided by you, an employee, another authorized account user, or another source acting at your direction.

8. Employee, household-member, and third-party information

You may provide Sadie with personal information about:

You represent that you have the legal right and authority to provide that information to Sadie and to instruct us to process it for purposes of providing the Services.

You are responsible for providing any notices and obtaining any permissions, authorizations, or consents required by law before providing another person’s information to Sadie.

You may not knowingly provide Sadie with information that you are prohibited from collecting, using, or disclosing.

9. Employee accounts and employee users

Sadie may allow a household employee to create or access an employee-facing Sadie account or portal.

Employee-facing features may allow an employee to:

An employee’s use of Sadie does not make Sadie the employee’s employer, joint employer, agent, union representative, tax adviser, or legal adviser.

An employee account does not independently create or modify an employment contract.

The household employer remains responsible for employment decisions and legal obligations relating to the employee.

Employees are responsible for providing accurate information through their own accounts.

If employee users under the age of 18 are permitted to use a particular Sadie feature, such use will be subject to any additional eligibility or consent requirements presented by Sadie and applicable law.

10. Household users and authorized account access

You may invite another household member or authorized person to access your Sadie household account.

You are responsible for deciding who receives account access and for selecting any permissions Sadie makes available.

Authorized users may be able to view or change payroll, employee, tax, billing, calendar, document, or account information.

You are responsible for:

Actions taken by an authorized account user may be treated as actions taken with the household account’s authorization.

11. Account security

You must provide accurate registration information and maintain the confidentiality and security of your login credentials.

You may not permit unauthorized individuals to access your account.

You are responsible for activity occurring through your account or through accounts you authorize, except to the extent caused by Sadie’s failure to use reasonable security practices.

You must notify us promptly if you believe:

You must maintain access to the email address, authentication provider, or other account you use to sign in to Sadie.

Sadie may require additional authentication or security steps where we reasonably believe they are necessary to protect accounts, employees, or the Services.

12. Eligibility and geographic scope

You must be at least 18 years old and legally capable of entering into a binding contract to create an employer account.

Sadie is currently intended primarily for household-employment relationships in the United States unless we expressly state otherwise.

Not every jurisdiction or payroll circumstance may be supported.

You may not use Sadie if your use of the Services would violate applicable law.

13. Free first payday and paid access

Sadie may allow an eligible household to complete its first payday without charge.

Unless Sadie expressly states otherwise:

Sadie may place an account into a limited or read-only state after the free first payday if the account does not have an active paid subscription.

Existing records may remain available after free access or a paid subscription ends, subject to:

We may change, limit, discontinue, or replace a free offer prospectively.

14. Pricing and active employees

Unless a different price, promotion, discount, sponsored benefit, or written agreement is presented to you, Sadie’s current standard subscription pricing is:

$12.99 per month for the first active employee, plus $4.99 per month for each additional active employee.

For example:

For billing purposes, an “Active Employee” generally means an employee profile that remains active in the household account and for whom ongoing paid Sadie functionality is enabled during the applicable billing period.

Employees who have been terminated, archived, or otherwise designated inactive may remain available for historical recordkeeping without necessarily being treated as Active Employees for future billing.

The Services or purchase flow may provide more specific information regarding:

If a billing rule displayed to you at the time of purchase is more specific than the general description in this Section, the specific billing disclosure presented at purchase will control with respect to that purchase.

Applicable sales, use, or similar taxes may be added to subscription fees where required.

15. Billing and payment authorization

You agree to pay all fees clearly disclosed to you before purchasing a paid Service.

Sadie may use one or more third-party payment processors to process subscription payments.

You authorize Sadie and its payment processors to charge your selected payment method for amounts that you expressly authorize.

Before you purchase a recurring subscription, Sadie will disclose material billing terms, including the applicable price and billing frequency.

By affirmatively purchasing a recurring subscription, you authorize the recurring charges disclosed to you until the subscription is canceled.

If a payment cannot be completed, Sadie may:

At certain stages of Sadie’s development, a payment or billing action may require separate instructions or an external payment flow.

We may change prices prospectively.

If we materially increase the recurring price of an existing subscription, we will provide advance notice where required by law and will obtain additional authorization where required.

16. Subscription renewal

Paid subscriptions renew according to the billing frequency disclosed when you subscribe unless canceled.

For a monthly subscription, your subscription generally renews monthly until canceled.

Sadie will charge the payment method associated with your account for the applicable subscription fee at each renewal.

Material recurring-payment terms will be presented before you subscribe.

Your silence at the end of the free first payday does not constitute authorization to begin a paid subscription.

17. Canceling a subscription

You may cancel your paid subscription through the cancellation method Sadie makes available.

Where self-service online cancellation is available, you may cancel through your account.

Cancellation prevents future subscription renewals after the cancellation becomes effective.

Unless otherwise disclosed:

Sadie will not require you to continue a subscription merely to access a legally required copy of information that applicable law requires Sadie to provide to you.

18. Sponsored and employer-sponsored access

Sadie may be offered through an employer, benefits provider, association, care provider, partner, or other third party that pays or subsidizes some or all of the cost of Sadie (“Sponsored Access”).

Sponsored Access does not:

Where necessary to administer Sponsored Access, Sadie may provide the sponsor with limited information such as:

Sadie will not provide a sponsor with detailed household payroll, tax, employee, wage, schedule, or employment information merely because the sponsor pays for the subscription, unless you authorize the disclosure or the disclosure is otherwise permitted or required by law.

Sponsored Access may be subject to additional terms disclosed to you.

If a sponsor stops paying for Sponsored Access, you may be offered the opportunity to continue Sadie through an individual paid subscription.

19. Closing your Sadie account

Closing your Sadie account is separate from canceling your subscription.

Only an account user with appropriate administrative authority may request that a household account be closed.

After a close-account request, the account will generally remain inactive for 14 days.

During that period, an authorized administrator may be able to reopen the account.

After the 14-day period, Sadie may permanently delete the account and associated information in accordance with our Privacy Policy and applicable law.

Once permanent deletion has occurred, the account and information deleted as part of that process cannot be restored through the Services.

This does not mean that every item of information associated with the account is necessarily erased immediately from every backup, legal record, security log, billing record, or other system where Sadie is permitted or required by law to retain limited information.

You are responsible for downloading any payroll records, tax figures, pay stubs, employee documents, reports, or other information you need before permanent deletion.

Sadie may retain limited information where required or permitted by law, including information reasonably necessary to:

20. Record retention

Household employers may be legally required to retain payroll, wage, tax, employment, or other records for a number of years.

Sadie may help you store records, but Sadie is not your legal records custodian.

You are responsible for determining:

You should download any records you need before permanently closing your account.

Sadie may establish retention limits for certain records or features, subject to applicable law and our Privacy Policy.

21. Schedules, time off, and payroll changes

Sadie may allow employers and employees to enter, request, modify, approve, deny, or record:

Where Sadie integrates schedule information with payroll, approved or employer-entered schedule changes may affect the hours or wage information presented during payroll review.

You remain responsible for ensuring that the underlying factual information is accurate.

An entry or approval in Sadie records information in the Services.

It does not, by itself:

The household employer remains responsible for ensuring that pay practices, schedules, leave policies, approvals, and employment arrangements comply with applicable law and any applicable employment agreement.

22. Reimbursements

Sadie may allow employees to submit expenses, receipts, mileage, or reimbursement requests and may allow employers to approve, deny, exclude, or record those requests.

Sadie may display approved reimbursements as part of a payday workflow.

Where Sadie identifies an amount as a reimbursement, the Services may keep that amount separate from wages for payroll-display or calculation purposes.

Sadie does not independently determine whether every expense:

Unless Sadie expressly provides a money-transfer feature, Sadie does not transfer reimbursement funds.

The household employer remains responsible for making any required reimbursement payment and providing accurate reimbursement information.

23. Calendar integrations

Sadie may permit you to connect calendars or other third-party services, including services provided by Google, Apple, Microsoft, or other providers.

If you connect a third-party calendar or account, you authorize Sadie to exchange information reasonably necessary to provide the synchronization or integration you request.

Third-party services are governed by their own terms and privacy policies.

Sadie does not control third-party services and is not responsible for their:

Disconnecting an integration may stop future synchronization but may not remove information previously transferred to the third-party service.

24. Other third-party services

Sadie may rely on or integrate with third-party providers for:

We are not responsible for acts, omissions, outages, failures, or changes of third-party services outside Sadie’s reasonable control.

Your use of third-party services may be governed by additional terms between you and the third-party provider.

Nothing in these Terms creates a warranty on behalf of a third-party provider.

25. Communications and reminders

Sadie may send transactional or service-related communications concerning:

These communications may be sent by email, SMS, in-product notification, or another channel that you enable or provide.

You may be able to manage certain notification preferences through your account.

Essential security, legal, billing, service, or operational communications may still be sent through channels permitted by applicable law while your account remains active.

Marketing communications will be subject to any additional consent required by applicable law.

Consent to receive marketing communications is not a condition of purchasing or using Sadie unless applicable law permits otherwise and the specific offer expressly provides otherwise.

26. SMS and text-message communications

Sadie may offer text-message programs for service-related, transactional, security, informational, or marketing communications.

A. Service and transactional text messages

If you provide a mobile telephone number and affirmatively request, enable, or otherwise consent to receiving service-related text messages from Sadie, you authorize Sadie to send text messages to that number regarding matters such as:

The specific categories of text messages available to you may depend on the notification preferences offered by Sadie.

Enabling service-related text messages does not constitute consent to receive marketing or promotional text messages where separate consent is required.

B. Marketing and promotional text messages

Sadie will obtain any consent required by applicable law before sending marketing or promotional text messages.

Where prior express written consent is required, Sadie will request that consent separately from acceptance of these Terms.

By separately opting in to Sadie marketing text messages, you authorize Archera, LLC d/b/a Sadie to send or cause to be sent recurring marketing and promotional text messages to the mobile telephone number you provide, including messages sent using automated technology where applicable.

Your consent to receive marketing or promotional text messages is not a condition of purchasing any goods or services from Sadie or maintaining a Sadie account.

Marketing message frequency may vary.

Message and data rates may apply.

C. Your telephone number

By providing a mobile number for text communications, you represent that:

You agree to promptly update or remove a mobile number if you stop using it, transfer it, surrender it, or otherwise cease to be authorized to receive communications at that number.

Sadie may take reasonable steps to identify reassigned, invalid, or disconnected telephone numbers and may suspend SMS delivery to such numbers.

D. Opting out and revoking consent

You may revoke consent to receive text messages in any manner recognized by applicable law.

For messages that permit reply texts, you may opt out by replying with words such as:

You may also use another reasonable method that clearly communicates your request to stop receiving applicable text messages.

Sadie will honor valid revocation requests within the time required by applicable law and intends to process them as promptly as reasonably practicable.

Sadie may send one nonmarketing confirmation message acknowledging an opt-out request.

If you have consented to multiple categories of messages and your opt-out request is ambiguous as to which categories you intend to stop, Sadie may send a single message requesting clarification where permitted by law. Unless and until you clarify that you wish to continue a category of messages for which consent is required, Sadie may cease the affected text communications.

Opting out of marketing text messages does not necessarily opt you out of separate service or transactional text-message programs to which you have separately consented, except where applicable law or the form of your revocation request requires otherwise.

You may also change available text-message preferences through Sadie where that functionality is provided.

E. HELP and customer support

Where supported, you may reply HELP to a Sadie text message for information about obtaining assistance.

You may also contact:

hello@sadiepay.com

for assistance with text-message preferences.

F. Delivery and carrier charges

Text-message delivery depends on telecommunications carriers, networks, devices, and other systems outside Sadie’s control.

Sadie does not guarantee that every text message will be delivered or delivered within a particular period.

Your wireless carrier’s message, data, roaming, or other charges may apply.

Sadie is not responsible for fees charged by your wireless carrier.

G. Automated technology

Some messages may be sent using automated messaging systems or other automated technology.

Any consent required for the use of such technology will be obtained in accordance with applicable law.

H. Separate consent records

Sadie may maintain records concerning:

Acceptance of these Terms alone does not constitute consent to receive marketing or promotional text messages where separate consent is required.

I. Additional SMS terms

A particular Sadie text-message program may be subject to additional disclosures or terms presented when you opt in.

Where those program-specific terms contain more specific information concerning message frequency, short codes, telephone numbers, or opt-out instructions, those specific terms will apply to that SMS program.

27. Deadlines and reminders

Sadie may display or send reminders concerning payroll, tax, employment, subscription, or other deadlines.

Reminders are provided as a convenience.

You remain responsible for meeting deadlines that legally apply to you even if:

You should not rely solely on Sadie reminders to satisfy legal obligations.

28. Beta, preview, and test features

Sadie may make certain features available as beta, preview, pilot, test, early-access, or prerelease features.

If a feature is expressly identified as a beta, preview, pilot, test, or early-access feature, it may:

We will not intentionally present a statutory payroll calculation as production-ready merely by labeling an unsupported calculation as a beta feature.

You should use clearly identified beta or preview functionality in accordance with any limitations disclosed with that functionality.

29. Acceptable use

You may use Sadie only for lawful purposes.

You may not:

We may investigate suspected misuse.

30. Intellectual property

Sadie and its software, branding, interfaces, designs, content, calculation systems, workflows, documentation, graphics, and other proprietary materials are owned by Archera, LLC or its licensors and are protected by applicable intellectual-property laws.

Subject to these Terms, Sadie grants you a limited, nonexclusive, nontransferable, nonsublicensable, revocable right to use the Services for lawful household-employment purposes during the period in which you are authorized to use them.

You may not copy, sell, license, distribute, commercially exploit, or create derivative works from Sadie’s software or proprietary materials except as expressly permitted by us or applicable law.

Nothing in these Terms transfers ownership of Sadie’s intellectual property to you.

31. Your content and data

You retain ownership of information and documents you submit to Sadie, subject to any rights held by employees or other individuals under applicable law.

You grant Sadie the rights reasonably necessary to host, store, process, reproduce, transmit, display, modify for technical purposes, and otherwise use that information for purposes of:

This license does not give Sadie ownership of your personal information.

Our handling of personal information is subject to our Privacy Policy and applicable law.

32. Feedback

If you voluntarily provide suggestions, ideas, comments, bug reports, feature requests, or other feedback about Sadie, you grant us a worldwide, perpetual, irrevocable, royalty-free right to use, reproduce, modify, distribute, commercialize, and otherwise use that feedback without restriction or compensation to you.

This provision does not give Sadie ownership of your personal information.

33. Changes to Sadie

We may add, modify, improve, suspend, replace, or discontinue features from time to time.

Payroll laws, tax rules, government publications, tax rates, government systems, technology platforms, and third-party systems change regularly, and Sadie may change the Services in response.

We do not guarantee that every feature will remain available indefinitely.

Where reasonably practical, we may provide notice before materially discontinuing a paid feature.

Nothing in this Section permits Sadie to continue presenting a known unsupported payroll calculation as supported.

34. Suspension or termination by Sadie

We may restrict, suspend, or terminate access to Sadie where we reasonably believe:

Where reasonable under the circumstances, we may provide notice or an opportunity to correct the issue.

Immediate action may be taken where necessary for security, fraud prevention, legal compliance, or protection of users.

Termination does not eliminate payment or other obligations that accrued before termination.

35. Service availability

We work to keep Sadie available, secure, and accurate.

However, software and internet services may experience:

We do not guarantee uninterrupted operation.

You should not wait until the final moment before a payroll, tax, filing, wage-payment, or legal deadline to use Sadie.

Where Sadie identifies a payroll calculation issue that may materially affect payroll, Sadie may temporarily block or restrict affected functionality while the issue is investigated or corrected.

36. Disclaimer of warranties

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT FOR ANY EXPRESS WARRANTY OR COMMITMENT SPECIFICALLY PROVIDED IN THESE TERMS OR IN A SEPARATE WRITTEN AGREEMENT, SADIE AND THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.”

ARCHERA, LLC DISCLAIMS WARRANTIES NOT EXPRESSLY PROVIDED IN THESE TERMS, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

WITHOUT LIMITING THE FOREGOING, WE DO NOT WARRANT THAT:

EVERY REMINDER WILL BE DELIVERED; OR USING SADIE, BY ITSELF, WILL CAUSE YOU TO COMPLY WITH EVERY TAX, PAYROLL, WAGE, EMPLOYMENT, OR OTHER LAW THAT APPLIES TO YOU.

WHERE SADIE IDENTIFIES A PAYROLL SCENARIO AS UNSUPPORTED OR REQUIRES ADDITIONAL INFORMATION, YOU SHOULD NOT TREAT THE ABSENCE OF A CALCULATION AS A DETERMINATION THAT NO OBLIGATION EXISTS.

CLAIMS RELATING TO AN ALLEGED ERROR IN A SUPPORTED PAYROLL CALCULATION ARE SUBJECT TO SECTIONS 4 AND 37.

Nothing in these Terms limits any warranty or consumer right that applicable law does not permit us to disclaim.

37. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ARCHERA, LLC AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AGENTS, AND SERVICE PROVIDERS WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO THE SERVICES OR THESE TERMS.

TO THE EXTENT PERMITTED BY LAW, THIS EXCLUSION INCLUDES DAMAGES ARISING FROM:

UNAUTHORIZED USE CAUSED BY A USER’S FAILURE TO PROTECT CREDENTIALS; OR USE OF SADIE FOR A PAYROLL SCENARIO THAT SADIE IDENTIFIED AS UNSUPPORTED.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, ARCHERA, LLC’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE SERVICES OR THESE TERMS WILL NOT EXCEED THE GREATER OF:

(A) THE AMOUNT YOU PAID SADIE DURING THE SIX MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR

(B) $100.

The limitations in this Section apply regardless of the form of action, whether based in contract, tort, negligence, strict liability, statute, or another legal theory, and even if Sadie has been advised of the possibility of damages.

The limitations in this Section reflect the allocation of risk between you and Sadie and are an essential basis of the agreement between the parties.

This Section does not limit liability to the extent such limitation is prohibited by applicable law.

This Section also does not limit liability for fraud, willful misconduct, or other liability that applicable law does not permit Sadie to limit or exclude.

If Sadie provides a separate written accuracy commitment, service guarantee, enterprise agreement, or other written remedy that expressly supersedes this Section for a particular issue, that written commitment will control to the extent of the conflict.

38. Indemnification

To the extent permitted by applicable law, you agree to defend, indemnify, and hold harmless Archera, LLC and its affiliates, officers, directors, employees, agents, and contractors from and against third-party claims, liabilities, damages, judgments, losses, and reasonable costs and expenses, including reasonable attorneys’ fees, arising from or relating to:

You are not required to indemnify Sadie for claims to the extent caused by Sadie’s own unlawful conduct, fraud, or willful misconduct.

If an indemnified claim arises, Sadie will provide reasonable notice where practicable.

You agree to provide reasonable cooperation in the defense of the claim.

Sadie may control the defense and settlement of an indemnified claim, provided that Sadie will not enter into a settlement that imposes a material nonmonetary obligation on you or requires an admission of wrongdoing by you without your consent, which will not be unreasonably withheld.

You may participate in the defense with counsel of your choosing at your own expense.

39. Privacy

Our collection, use, storage, processing, and disclosure of personal information are described in Sadie’s Privacy Policy.

The Privacy Policy is provided as a notice describing Sadie’s privacy practices and is not intended to expand contractual liability beyond obligations imposed by these Terms or applicable law unless the Privacy Policy expressly states otherwise.

Because Sadie may process sensitive payroll, employee, employment, identity, and tax-related information, you should review the Privacy Policy before using Sadie or providing employee information.

If you provide personal information about another person, you are responsible for complying with Section 8.

40. Electronic communications, records, and signatures

You consent to transact with Sadie electronically.

You agree that Sadie may provide Terms, notices, billing records, subscription disclosures, account communications, and other records electronically, subject to applicable law.

To the extent permitted by applicable law, your electronic acceptance, checkbox selection, button click, or other affirmative electronic action indicating agreement may have the same legal effect as a handwritten signature.

You are responsible for maintaining:

Sadie may maintain records showing:

41. Changes to these Terms

We may update these Terms from time to time.

For nonmaterial changes, we may post the revised Terms and update the “Last updated” date.

If a change materially affects your rights or obligations, we may provide advance notice through:

Where reasonably appropriate or required by law, Sadie may require you to affirmatively accept materially revised Terms before continuing to use affected Services.

We will not rely solely on passive continued use to establish acceptance of a material change where applicable law requires affirmative consent.

Material changes may include, for example, changes to:

If Sadie makes a material change to the Arbitration Agreement, Sadie will provide any notice or new opt-out opportunity required by applicable law.

If you do not agree to materially revised Terms, you may stop using Sadie and cancel any applicable subscription.

Changes will not retroactively alter finalized payroll calculations merely because a later version of these Terms becomes effective.

42. Informal dispute resolution

Before either you or Sadie initiates arbitration or files a lawsuit concerning a dispute arising out of or relating to the Services or these Terms, the complaining party agrees, where legally permitted, to provide the other party with an individualized written notice of the dispute and make a good-faith effort to resolve it informally.

A notice to Sadie should include:

Notices to Sadie may be sent to:

hello@sadiepay.com

with the subject line:

Legal Dispute Notice

or mailed to the address in Section 54.

Sadie will send dispute notices to the email address associated with your account unless another legally sufficient method is appropriate.

The parties will have at least 30 days after receipt of a substantially complete dispute notice to attempt to resolve the dispute informally before arbitration or litigation is initiated.

During that period, either party may request an individual telephone or video settlement conference, and the parties agree to participate personally and in good faith if such a conference is mutually scheduled.

This informal process is intended to give both parties a meaningful opportunity to resolve the dispute without arbitration or litigation.

The informal-resolution requirement does not apply where:

43. Notice of Arbitration Agreement, jury-trial waiver, and class-action waiver

THIS SECTION AND SECTION 44 ARE IMPORTANT. PLEASE READ THEM CAREFULLY.

Except for disputes specifically excluded below, you and Archera, LLC agree that disputes between you will be resolved through final and binding individual arbitration rather than in court.

Arbitration uses a neutral arbitrator rather than a judge or jury and is generally subject to more limited judicial review than a court proceeding.

YOU AND SADIE EACH WAIVE THE RIGHT TO A TRIAL BY JURY FOR CLAIMS SUBJECT TO THIS ARBITRATION AGREEMENT.

YOU AND SADIE ALSO AGREE THAT CLAIMS SUBJECT TO ARBITRATION WILL BE BROUGHT ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN A PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE ACTION, EXCEPT TO THE EXTENT APPLICABLE LAW PROVIDES A RIGHT THAT CANNOT BE WAIVED.

You have the right to opt out of this Arbitration Agreement as described in Section 45.

44. Binding Arbitration Agreement

A. Agreement to arbitrate

Except as expressly excluded by this Section, you and Archera, LLC agree to submit to binding individual arbitration any dispute, claim, or controversy arising out of or relating to:

whether based in contract, tort, statute, fraud, misrepresentation, negligence, consumer-protection law, common law, equity, or another legal theory, to the fullest extent permitted by applicable law.

This Arbitration Agreement is intended to be interpreted broadly.

B. Federal Arbitration Act

This Arbitration Agreement involves interstate commerce.

The Federal Arbitration Act, 9 U.S.C. §§ 1–16 (“FAA”), governs the interpretation and enforcement of this Arbitration Agreement to the fullest extent permitted by law.

C. Claims that are not required to be arbitrated

Notwithstanding the foregoing, either party may:

Seeking temporary relief from a court does not waive arbitration of the underlying dispute.

D. Arbitration administrator and rules

The arbitration will be administered by the American Arbitration Association (“AAA”) under the AAA Consumer Arbitration Rules and Mediation Procedures in effect when the arbitration is properly initiated, as modified by this Arbitration Agreement.

If the filing qualifies as a mass arbitration under the AAA’s then-current Mass Arbitration Supplementary Rules, those rules will also apply.

The AAA rules are available from the AAA.

If AAA is unable or unwilling to administer a particular arbitration and the parties cannot agree on another appropriate administrator, either party may ask a court with authority under the FAA to appoint an arbitrator or substitute administrator consistent with the parties’ intent to arbitrate.

E. Arbitrator authority

Subject to applicable law, the arbitrator may award any individualized remedy that would have been available to the individual party in court, including damages and declaratory or injunctive relief.

The arbitrator may not award relief for or against a person who is not a party to the arbitration except to the extent applicable law requires otherwise or the parties expressly agree.

The arbitrator will apply applicable substantive law and these Terms.

The arbitrator may resolve issues relating to the interpretation, applicability, scope, and enforceability of this Arbitration Agreement, except that a court of competent jurisdiction will decide disputes concerning:

F. Location and method of arbitration

For a consumer dispute, arbitration may be conducted:

as permitted by the AAA Consumer Arbitration Rules and selected or determined under those rules.

If an in-person hearing is required, it will occur at a location reasonably convenient for the consumer unless the parties agree otherwise or the arbitrator determines another location is appropriate under applicable rules and law.

G. Arbitration fees

Arbitration fees will be allocated according to the AAA Consumer Arbitration Rules, applicable fee schedules, and applicable law.

Sadie will pay arbitration fees that the applicable AAA consumer rules require the business to pay.

Each party will ordinarily bear its own attorneys’ fees and costs except where:

Nothing in this Section is intended to impose arbitration costs on a consumer that the AAA Consumer Arbitration Rules or applicable law require the business to bear.

H. Individual arbitration and class-action waiver

To the fullest extent permitted by law, you and Sadie agree that disputes subject to arbitration must be resolved individually.

Neither you nor Sadie may bring or participate in arbitration as:

except to the extent a particular right or form of relief cannot lawfully be waived.

The arbitrator may not combine or consolidate the claims of different individuals into a single merits proceeding except with the express consent of all affected parties or as required for administration under applicable AAA Mass Arbitration Supplementary Rules.

Administrative coordination of related demands under AAA mass-arbitration procedures does not, by itself, authorize class-wide or representative merits relief.

I. Mass arbitration

If multiple substantially similar individual arbitration demands involving Sadie qualify for treatment under the AAA Mass Arbitration Supplementary Rules, you and Sadie agree that the AAA may administer those demands pursuant to those rules.

The parties will cooperate in good faith with procedural directions issued by the AAA or any process arbitrator appointed under those rules.

Nothing in this provision converts individual claims into a class action or authorizes class-wide relief except where applicable law requires otherwise.

J. Written award

The arbitrator will issue an award in accordance with the applicable AAA rules.

Judgment on an arbitration award may be entered in any court having jurisdiction.

K. Survival

This Arbitration Agreement survives:

45. Right to opt out of Arbitration Agreement

You may opt out of the Arbitration Agreement in Sections 43 and 44 without affecting your ability to use Sadie.

To opt out, you must send Sadie a written opt-out notice within 30 days after the date you first affirmatively accept a version of these Terms containing this Arbitration Agreement, unless applicable law requires a longer period.

Your notice must clearly state that you are opting out of Sadie’s Arbitration Agreement and include:

a statement substantially similar to: “I opt out of the Sadie Arbitration Agreement.”

You may send the notice by email to:

hello@sadiepay.com

with the subject line:

Arbitration Opt-Out

or by mail to:

Archera, LLC
d/b/a Sadie
116 Agnes Rd, Ste 200
Knoxville, TN 37919
United States

An opt-out applies only to the individual who timely submits it.

Opting out of arbitration does not cancel your Sadie account, affect the price of Sadie, or reduce the Services available to you.

If you timely opt out, disputes between you and Sadie will be governed by the remaining dispute-resolution and venue provisions in these Terms rather than the Arbitration Agreement, except as otherwise required by law.

Sadie may retain records sufficient to establish whether and when an arbitration opt-out was submitted.

46. Governing law and venue for disputes not subject to arbitration

These Terms are governed by the laws of the State of Tennessee, without regard to conflict-of-law principles, except to the extent the Federal Arbitration Act or other applicable federal law controls or applicable law requires otherwise.

For any dispute that is not subject to arbitration, including a dispute for which a user validly opted out of arbitration, and except where applicable law requires another forum or venue, the dispute will be brought in the state or federal courts having jurisdiction in or over Knox County, Tennessee.

You and Archera, LLC consent to the personal jurisdiction and venue of those courts for disputes properly brought there.

Nothing in these Terms deprives a consumer of a substantive right or forum that applicable law does not permit the consumer to waive.

47. Force majeure and events outside reasonable control

Sadie will not be liable for delay or failure to perform an obligation to the extent caused by events outside Sadie’s reasonable control, including:

This Section does not excuse payment obligations that became due before the event or obligations that applicable law does not permit us to disclaim.

48. Notices

Sadie may provide notices to you through:

You are responsible for keeping your contact information current.

Formal legal notices to Sadie should be sent to:

Archera, LLC
d/b/a Sadie
116 Agnes Rd, Ste 200
Knoxville, TN 37919
United States

and, where appropriate:

hello@sadiepay.com

A notice is effective when delivered as required by applicable law or, where no specific legal rule applies, when reasonably transmitted to the designated recipient.

49. Severability

If any provision of these Terms is held invalid, unlawful, or unenforceable, that provision will be enforced to the maximum extent permitted by applicable law.

If it cannot be enforced, it will be severed to the minimum extent necessary.

The remaining provisions will remain in effect.

With respect specifically to Sections 43–45, if the Class Action Waiver or another limitation on representative proceedings is found unenforceable as to a particular claim or form of relief and applicable law does not permit that claim or relief to proceed in individual arbitration, then that particular claim or form of relief may be severed and heard in a court of competent jurisdiction, while the remaining arbitrable claims will remain subject to arbitration to the maximum extent permitted by law.

Nothing in this Section is intended to eliminate a substantive right or remedy that applicable law provides cannot be waived.

50. No waiver

If Sadie does not enforce a provision of these Terms at a particular time, that does not waive our right to enforce that provision later.

A waiver must be express and applies only to the particular circumstance for which it is given.

51. Assignment

You may not assign or transfer these Terms without Sadie’s prior written consent except where applicable law provides otherwise.

Archera, LLC may assign or transfer these Terms in connection with:

Subject to the foregoing, these Terms bind and benefit the parties and their permitted successors and assigns.

52. No third-party beneficiaries

Except as expressly stated in these Terms, these Terms do not create rights for any person or entity other than you and Archera, LLC.

An employee, household member, sponsor, benefits provider, third-party service provider, wireless carrier, or other person does not become a third-party beneficiary merely because the person interacts with or benefits from the Services.

This Section does not prevent an indemnified person identified in Section 38 from relying on the indemnification rights expressly provided there.

53. Order of precedence and additional terms

Certain Services, subscriptions, sponsored programs, promotions, integrations, SMS programs, or features may be subject to additional terms.

If additional terms expressly conflict with these Terms, the additional terms will control solely with respect to the subject matter of the conflict.

A specific subscription or checkout disclosure presented to you at purchase will control over a more general billing description in these Terms with respect to:

Specific SMS disclosures presented when you opt in may control with respect to message frequency, sending number or short code, program-specific opt-out procedures consistent with applicable law, and other details of that SMS program.

An enterprise, sponsored-benefits, or other written agreement signed by Archera, LLC may contain different terms.

54. Survival

Provisions that by their nature should continue after termination of your account or these Terms will survive, including provisions relating to:

55. Entire agreement

These Terms, together with:

constitute the agreement between you and Archera, LLC concerning your use of the Services.

They supersede prior agreements, representations, or understandings concerning the same subject matter except where otherwise expressly stated.

The Privacy Policy describes our privacy practices but does not expand these Terms except where expressly incorporated by a particular provision or required by law.

You acknowledge that you are not relying on any representation, promise, statement, or warranty regarding the Services other than those expressly set forth in these Terms or another written agreement expressly authorized by Archera, LLC, except to the extent applicable law provides otherwise.

56. Contact us

Questions regarding these Terms or the Services may be sent to:

Archera, LLC
d/b/a Sadie
116 Agnes Rd, Ste 200
Knoxville, TN 37919
United States

Email: hello@sadiepay.com

Terms of Service — Sadie