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PAYCHEX, INC. API LICENSE AGREEMENT

THIS LICENSE ("License") is made by and between Paychex, Inc., a Delaware corporation ("Paychex") and the person or entity (collectively "you" or "your" or "I") that accepts this License of the Paychex application program interface (API) and any sample code or scripts ("Sample Code") and any related documentation that are provided or made available by Paychex for use with the API (the API, Sample Code and related documentation are collectively referred to as the "API").

BY CLICKING THE "I ACCEPT" BUTTON, YOU EXPRESSLY AGREE TO AND CONSENT TO BE BOUND BY ALL OF THE TERMS OF THIS LICENSE.

  1. Grant of License. Subject to the provisions contained herein, Paychex hereby grants to you, during the License Term (as defined in Section 4 hereof), a non-exclusive, non-transferable license (without the right to sublicense) to use the API components to develop and implement applications to assist you to access and use various Paychex services (the "API Applications"); and (ii) to use, copy and modify any Sample Code provided as part of the API for the sole purposes of designing, developing, and testing your API Applications. You must register your API Applications with Paychex. You may not generally distribute (commercially or otherwise) your API Applications without a special license from Paychex, but you may make copies of and make the API Applications available for the purpose of accessing and using the Paychex services on behalf of Paychex clients who grant Paychex permission to provide you access to client data. You may not use the API for or in conjunction with any product or service offerings of third parties that are competitive with Paychex services.
  2. Restrictions; Acceptable Use. You agree not to remove, alter or destroy any copyright notices, other proprietary markings or confidentiality legends placed upon or contained within the API components. You may not use, copy, modify, display, rent, lease, loan, transfer, distribute, download, merge, make any translation or derivative work or otherwise deal with the API, except as expressly provided in this License. In no event may you cause or permit the disassembly, reverse compilation or other decoding of any portion of the API that is provided in object code only format, or otherwise attempt to obtain, derive or modify the source code or architecture of such portions of the API; provided, however, that the foregoing restriction is not intended to apply to Sample Code specifically provided for the purpose of modification and inclusion in your API Applications. You may not use the API in violation of any applicable law or to distribute content or links to content that Paychex reasonably believes:
    1. Constitutes, depicts, fosters, promotes or relates in any manner to pornography or the marketing of pornographic materials;
    2. Is unfair or deceptive under the consumer protection laws of any jurisdiction, including chain letters and pyramid schemes;
    3. Is defamatory, intended to harass or threaten or violates a person's privacy;
    4. Creates a risk to public safety or health in general or to any individual's safety or health;
    5. Improperly exposes trade secrets or other confidential or proprietary information of another person or company;
    6. Is intended to assist others in defeating technical copyright protections;
    7. Infringes a copyright in direct violation of the Digital Millennium Copyright Act ("DMCA") or any other similar legislation;
    8. Infringes on another's patent, trade or service mark, trade secret or other property right; or
    9. Is otherwise malicious or fraudulent.
  3. Support. This License does not grant you any continuing right to receive version enhancement updates, or to a continuous availability of the API, or to any support, telephone or other assistance. Limited product support and support resources may, however, be available for developers and Users such as you. Please consult Paychex' API Developer Center for current support information. Paychex may revise or cease to provide the API, Sample Code or its functionality or any part thereof, or API support assistance, from time to time without notice.
  4. Term and Termination. You may at your election terminate the License at any time by providing notice to Paychex and ceasing use of the API, and returning or destroying the API components. Paychex may terminate the License at any time. Upon termination of this License you agree to immediately destroy all copies of the API components in your possession and not to make further use of the API components without a special written license from Paychex. Without limiting the above provisions, you acknowledge that Paychex may change, from time to time, the Terms of Use or Acceptable Use Policy. You agree that your continuing to use the API and/or the API Applications beyond a period of thirty (30) days after a notice of such change has been made available at the Paychex API Developer Center, shall constitute your consent to the new or revised Terms of Use or Acceptable Use Policy as they apply to your continuing use of the API and the API Applications under this License.
  5. Confidentiality. "Confidential Information" means the API and all confidential and proprietary information transmitted to or from, stored on, or otherwise processed by the servers or other devices used in connection with the API. Confidential Information does not include information: (i) in the public domain at the time of delivery, (ii) subsequently published or otherwise made part of the public domain through no fault of the receiving party or its representatives, (iii) in the receiving party's possession at the time of disclosure, (iv) which becomes available to the receiving party on a non-confidential basis from a source not under an obligation of confidentiality to the disclosing party, or (v) information that is independently developed without reference to the Confidential Information, as evidenced by written records maintained in the ordinary course of business.
  6. No Warranty. The API and any related support services are provided by Paychex on an "AS IS" "AS AVAILABLE" basis, without warranty of any kind, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, OR ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICE. This disclaimer of warranty constitutes an essential part of this License. The foregoing disclaimer is in addition to and does not limit the additional disclaimers set forth in the Terms of Use.
  7. Limitation of Liability. PAYCHEX AND ITS LICENSORS SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE OR OTHER INDIRECT DAMAGES, OR FOR LOST PROFITS OR LOST DATA ARISING OUT OF THE USE OR INABILITY TO USE THE API OR ANY RELATED COMPONENT OR SERVICES SUPPLIED THEREWITH OR ANY FAILURE OR DELAY IN DELIVERING THE API OR RELATED COMPONENT OR SERVICES, EVEN IF PAYCHEX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. This foregoing limitation of liability is in addition to and does not limit the additional liability limitations set forth in the Terms of Use.
  8. Indemnification. Paychex shall defend, indemnify and hold you, your affiliates or any of your or their respective employees, agents or suppliers, harmless from and against any and all costs, liabilities, judgments, actions, losses and expenses (including, but not limited to, reasonable attorneys' fees and fees of experts) (collectively, "Losses") arising out of any threatened or actual claim, suit, action, arbitration or proceeding (collectively, "Claims") by any third party arising out of or relating to (i) a Claim that the API or any related Services as provided by Paychex under this License infringe upon the United States patent or copyright of a third party; provided that (a) you give Paychex prompt written notice of the Claim, (b) you permit Paychex sole control over the defense and settlement of the Claim and (c) you reasonably cooperate with Paychex in the defense and or settlement of the Claim. Notwithstanding the foregoing, Paychex shall have no responsibility for Losses to the extent arising from (i) modifications of its API or any related Services made by You or any third party if such claim would not have arisen but for such modifications, (ii) combination or use of API or any related Services with devices or software not supplied by Paychex if such claim would not have arisen but for such combination or use, or (iii) any use of its API or any related Services not conforming to the Paychex specifications for use if such claim would not have arisen but for such use. You shall defend, indemnify and hold Paychex, its affiliates or any of its respective employees, agents or suppliers, harmless from and against any and all Losses arising out of or relating to (i) your violation of this License or the law; provided that (a) Paychex gives you prompt written notice of the claim, (b) Paychex permits you sole control over the defense and settlement of the Claim and (c) Paychex reasonably cooperates with you in the defense and or settlement of the Claim. Your obligation under this Section 9 includes Claims arising out of acts or omissions by your employees, Users and any other person who gains access to the API as a result of your failure to use reasonable security measures. The foregoing indemnifications are in addition to and do not limit the indemnification provisions set forth in the Terms of Use.
  9. Ownership of Intellectual Property. All right, title and interest in the API, and all related intellectual property rights, shall remain in Paychex. The API is protected by copyright and other intellectual property laws and by international treaties. Any intellectual property used, developed or otherwise reduced to practice in providing the API or related services to you shall be the sole and exclusive property of Paychex and/or its licensors, unless we specifically agree in writing otherwise. You agree that we may use your feedback concerning the API for any purpose whatsoever, including product development purposes. Any intellectual property inherent in your feedback or arising from your testing of the API shall be owned exclusively by Paychex.
  10. Notice of Claim and Filing of Suit. You must present any claim in writing to Paychex within a reasonable time, and in no event longer than sixty (60) days after the event for which the claim is presented so as to permit the parties to attempt to resolve the claim. No action may be maintained against Paychex under this License, unless timely written claim has been given as provided above.
  11. Notices. Any notices under this License will be sufficient if they comply with the notice provisions in the Terms of Use.
  12. Survival. The provisions of Sections 2, 4, 5, 6, 7, 8, 9, 10, 11, 13, 14, 15, and 16, shall survive any termination or expiration of this License.
  13. Modification; Authority; Assignment. Without limiting Paychex's rights to modify the Terms of Use or Acceptable Use Policy as set forth therein, Paychex may modify any aspect of this License upon thirty (30) days prior notice. Should you wish to terminate this License as a result of such modification, you may do so. Otherwise such modification will remain in effect for the remainder of the License Term. You acknowledge that you have the authority to enter in to this License on behalf of your company. This License binds any of your authorized Users, as well as your successors, and assigns.
  14. Governing Law; Jurisdiction. This License is governed by the laws of the State of New York, excluding conflicts of laws principles that would result in application of the laws of any other jurisdiction. You hereby submit to the exclusive jurisdiction of the federal and state courts of the State of Texas; provided, however, that Paychex shall have the right to institute judicial proceedings against you or anyone acting by, through or under you, in other jurisdictions in order to enforce Paychex's rights hereunder through reformation of contract, specific performance, injunction or similar equitable relief.
  15. Export. You agree to abide by U.S. and other applicable export control laws and not to export, re-export or otherwise transfer, by electronic transmission or otherwise, any API component subject to restrictions under such laws to a national destination prohibited under such laws or to any person to whom exports, re-exports or transfers are prohibited under such laws, without first obtaining, and then complying with, any requisite government authorization.
  16. General. This License, and any amendments or modifications promulgated by Paychex constitutes the entire understanding between Paychex and you with respect to subject matter hereof. Terms and conditions as set forth in any purchase order which differ from, conflict with, or are not included in this License, shall not become part of this License unless specifically accepted by Paychex in writing.