These Terms and Conditions of Use ("Terms") are an agreement between ADP, Inc. ("ADP"), on behalf of its Small Business Services line of business ("SBS"), and You and apply to the ADP Online Client Appreciation program (the "Program") described in these Terms. By enrolling in or using the Program, You agree to be bound by these Terms, including any modifications and/or updates made by ADP from time to time and posted on any applicable web site, as they relate to the Program. If You do not agree to these Terms or any updates, do not enroll in or use the Program. "You" and "Your" means You, Your company, Your employees, Your subsidiaries, Your affiliates and Your agents whom You have enrolled as "users" of the Program, all of which agree to be bound by these Terms, any applicable additional terms, updates, policies and any other terms and guidelines found throughout the Program.

1. THE PROGRAM AND REFERRAL ACTIVITIES. The Program is designed to enable ADP's SBS clients that are processing payroll using ADP's RUN Powered by ADP® ("RUN") payroll processing platforms, to refer other RUN clients to ADP and receive the rewards set forth herein for such referrals. The Program consists of the ability by SBS clients to access the ADP client referral rewards web site currently located at www.www.adpreferralrewards.com, or such other address as ADP may determine from time to time, hosted by ADP or its third party vendor ("Rewards Site"), enroll in the Program, accept these Terms, either upon registration through the Rewards Site, or when otherwise prompted to accept these Program Terms, and make referrals to ADP and, in exchange for referrals that become new ADP Clients (as defined below) under and pursuant to these Terms, receive the rewards set forth herein. ADP is willing to perform the RUN payroll and payroll related tax filing data processing services (the "Services") for businesses referred to ADP by You that wish to receive any or all of such Services ("Prospects") and that sign ADP's standard forms of agreement and meet ADP's eligibility requirements covering such RUN Services (the "Clients"). In exchange for Your referrals, ADP shall, for each eligible Prospect referred to ADP under this Program that becomes an ADP RUN Client and begins processing Services with ADP and continues processing for thirty (30) consecutive days, award You the credit or reward (“Reward”) under the Program as set forth herein, and/or free payroll, as applicable, for as long as You remain a RUN client of ADP and process payroll which results in an invoice to You. If You are new to the Program or are re-enrolling in the Program, You will not be fully enrolled in the Program or begin receiving any rewards or credits until ADP acknowledges Your agreement to these Terms by sending You an electronic acknowledgment by e-mail confirming Your enrollment. You agree that You will provide a fully-completed and signed W9 form to ADP upon request which You acknowledge may be a pre-condition to receiving payments.

2. REWARDS AND/OR FREE PAYROLL. You will be awarded Rewards and/or free payroll as set forth below for each eligible RUN Client that You refer that starts processing Services with ADP during each twelve-month period of this Agreement during the Term (as defined below in Section 5) starting with and as measured by Your enrollment date ("Annual Period"). Referred Clients must each complete thirty (30) consecutive days of processing Services with ADP to qualify toward the Reward or free payroll. Rewards and free payroll will be awarded as follows:

 

• For each new referred Client that starts processing up to the first two (2) - 100 Reward points each;
• For 3 Clients - Free payroll processing for one year as set forth below to a maximum credit of $2,500;
• For each referred Client after the 3rd that starts processing during any Annual Period - $100 Reward points each.

 

Each Reward point shall be equal to $1.00 / point rewarded. Points shall accumulate in a rewards bank and shall be accessible and redeemable at the web site of ADP’s rewards redemption vendor (“Rewards Redemption Vendor”), and shall be issued as either a virtual or hard copy prepaid card, or such other merchant card as may be selected by You from available options at the Rewards Redemption Vendor’s website (“Rewards Website”). The Rewards Website shall be hosted and managed by ADP’s third party Rewards Redemption Vendor whose terms and conditions will apply, including with respect to the card issuance and redemption options. By using the Rewards Redemption Website, agreeing to receive or receiving any cards or other rewards accessible through the Program or the Rewards Redemption Website, You acknowledge and are agreeing that ADP may share Your information with ADP’s third party Vendors that administer or are involved with the Program and/or any card issuers that provide cards through the Program, including personal information of Yours. You also agree that such third party Vendor’s and card issuers may have terms, verification processes and procedures to which You may be subject in order to participate and with respect to which ADP may be required to share Your information, which shall include any identification verification or data. You further agree that ADP shall have no liability or responsibility with respect to such Vendors, sites, cards, card issuers or any rewards options available at the Rewards Website. You also acknowledge and agree that use of the Rewards Website and/or participation by You in this Program shall constitute Your express authorization for ADP to share Your information, including personal information, as may be required for You to access the Rewards Website and redeem points awarded to You under the Program. You also agree to provide and be responsible for any information as may be requested by the Rewards Redemption Vendor or its agents in order for the Rewards Redemption Vendor to fulfill its obligations under the Program or issue any cards and You acknowledge that Your failure to do so may result in cards being declined, suspended or cancelled or Your account being unavailable or inactivated. You also agree that You will be responsible for any email or physical shipment addresses You provide if different than the addresses You provided to ADP upon enrollment or thereafter.

You represent and warrant that the Card Program hereunder does not constitute payment of “commissions” or “compensation” to You or Your employees, and is therefore not subject to regulation under Regulation E of the Electronic Funds Transfer Act and its Official Staff Commentary as issued August 24, 2006. You acknowledge and agree that violation of the preceding representation and warranty entitles ADP or the issuer of the card to terminate Your participation in the Program and issuance of any Rewards may be suspended.

Free payroll for the referral of three (3) Clients will be applied to Your future payroll processing invoices as set forth below.

For the sake of clarity, You shall only be entitled to one free year of payroll for achieving a minimum of three (3) referrals during any Annual Period during the Term and each Annual Period under the Term shall begin anew so that any referrals made by You in any previous Annual Period during the Term shall not be carried over into the following Annual Period. To count as a referral toward any Annual Period all referred Clients must have started processing payroll with ADP within the Annual Period in which they were referred. Free payroll for the referral of 3 or more Clients in any Annual Period as set forth above will apply to You if You are enrolled in the Program and are processing payroll on RUN and refer a minimum of 3 Clients under the Program, each of which meet the 30-day processing requirement. Free payroll will be given after the third referred Client meets the 30-day processing requirement and will apply to all features of standard payroll processing invoiced on Your regular processing cycle including all recurring processing fees (including recurring "per employee" fees) chargeable to You for payroll services based upon ADP’s standard book pricing for the payroll services and billed to You for the applicable twelve month period beginning with the first eligible invoice for payroll service(s), excluding, without limitation, therefrom: (i) any discount applied to invoiced fees and any fees derived from set up, training, shipping, delivery and installation (except that any delivery charges that are included in Your standard RUN payroll services bundle will be included as part of Your free payroll), custom programming, the sale, rental or leasing of equipment or software, maintenance, or the provision by ADP of checks, forms or other supplies, (ii) any fees derived from Client conversion, consulting services, official bank checks, W 2 forms, or tax or special one time reports, (iii) sales, service or excise taxes, (iv) third party pass through charges, (v) fees derived from an ADP product or service that is not a payroll processing or tax filing service (e.g., non-payroll processing aspects of employee leasing services, benefit administration services, retirement services and insurances services), whether offered as ancillary services to the payroll and tax filing services or combined with such services into an integrated offering, (vi) any portion of fees representing, or reimbursing ADP for, the amount of employee wages paid in ADP's employee leasing/professional employer organization business and (vii) ADP products or services not in existence on the date hereof. In no event will credits or free payroll exceed fees paid or payable. In the event You have received any credits toward future payroll under these terms and You terminate Your payroll services with ADP prior to such credits having been applied toward eligible payroll services, You shall be required to immediately return the amount of any credits You have received that exceed any fees due from You to ADP for the services against which the credits were eligible.

In order to receive ANY Rewards or free payroll under the Program, all sales to Clients need to have been made as a direct result of Your direct "Involvement and/or Referral" (as defined below) and each referral must be accompanied by Your unique Partner Identification Code (PIC) assigned to You by ADP for appropriate tracking and points calculation. For purposes of the Program and these Terms, Your "Involvement and/or Referral" shall mean, with respect to a sale of any Services, that: (i) the initial contact regarding the sale of the Services to a Prospect was made by an authorized employee of Yours or as a result of a specific referral of the Services to such Prospect by Your authorized employee or (ii) Your referral under the Program resulted in an appointment with the Prospect by an ADP sales representative, or (iii) an ADP sales representative requested that Your personnel meet with one of Your Prospects to assist in closing a sale at any time prior to completion of a sale of the Services and Your personnel complied with such a request.

Free payroll due to You for referrals in accordance with these Terms will be credited and applied against Your payroll processing invoice(s) at the end of the ADP fiscal month close following the fiscal month the referred Client(s) completes processing Services with ADP for a period of thirty (30) consecutive days. All other Rewards earned under the Program will be issued in the form of a prepaid card which may be hard copy or digital and which may require that You log into a third party web site to redeem. You acknowledge and agree that third party Vendor and/or card issuer fees and terms may apply which may impact Your Reward amount. Neither ADP nor its third party Vendor is responsible for any lost, stolen or expired cards or rewards. Notification of Rewards may be by email to the email address provided by You upon enrollment, or such other updated email address provided by You. Rewards will be issued to the person who enrolled in the Program on Your behalf, or such other person as may be designated by You, regardless of who provided the referral, and will be sent, if by email, to the email address provided upon enrollment, or such updated email address provided, or to a physical address in the United States if such option is provided and selected, and that person will be responsible for disbursing and/or allocating the Reward on Your behalf in accordance with Your instructions. Rewards will be issued in the month following the month in which the referred Client completes processing the Services with ADP for a period of thirty (30) consecutive days. You will receive Rewards for new Clients only and in no event will You be awarded any Rewards for an existing ADP Client or for Clients referred by a third party prior to receipt by ADP of a referral from You. In no event will you be awarded any credit or Reward for an ADP Client following the termination of ADP's Services by a Client referred by You under this Agreement prior to the completion by the referred Client of thirty (30) consecutive days of processing payroll with ADP. In the event You terminate processing Your payroll with ADP, any credits, Rewards or free payroll You are due under the Program shall be relinquished and You shall not be entitled to any Rewards or payments for any credit balances or free payroll due to You at the time of termination. Rewards under the Program are not transferrable including to any company with which You have common ownership or with which You are or may be affiliated and may be subject to applicable expiration or time limits for redemption or use.

You shall not receive credit or Rewards for any Client for which You have common ownership or for which You have been previously paid through any other ADP agreement, or any other third party has been or will be paid by ADP for such Client, including revenue sharing, acquisition or wholesale agreements, and You understand that You are not eligible to participate in this Program if You are enrolled in any other referral program or being paid under any other such agreement, with ADP.

3. OWNERSHIP/LICENSE. (a) You acknowledge that all rights, title and interest in or to any copyright, trademark, service mark, trade secret, and other proprietary right relating to the Program and the related logos, names, etc. are reserved. The Program, and related software and systems, is the licensed and/or owned property, and embodies the proprietary trade secret technology, of ADP and/or its licensors and is protected by copyright laws and international copyright treaties, as well as other intellectual property laws. ADP grants You a non-exclusive, non-transferable license to use the Program to access Your account. ADP may terminate or suspend Your access to the Program (in whole or in part) at any time, with or without notice, if ADP has reason to believe that You have violated these Terms or are otherwise using the Program in an inappropriate manner. The right to use the Program and access the services provided by the Program is granted only to enrollees of the Program and their authorized employees for the sole purpose of utilizing the Program and this limited license terminates when You or ADP terminates the Program and/or these Terms.

(b) You agree that You will not (i) use ADP's name, or any affiliate or subsidiary of ADP, or any partner, or employee of ADP, or any trade name, trademark, trade device, logo, service mark, domain name, symbol or any abbreviation, contraction or simulation thereof owned by ADP or its affiliates or subsidiaries (collectively, the "ADP Marks"), (ii) use the ADP Marks in any manner that might express or imply ADP's affiliation, sponsorship, endorsement, or approval of You or Your services, or (iii) represent, directly or indirectly, that any product or any services provided by You has been approved or endorsed by ADP (unless specifically so approved or endorsed pursuant to a separate agreement). ADP may make available to You certain standard ADP advertising and/or promotional literature and marketing materials promoting the Services that You will be permitted to distribute to Prospects.

(c) Disclaimer of Warranties. ADP MAKES NO WARRANTIES EXPRESS, IMPLIED, STATUTORY OR OTHERWISE WITH RESPECT TO THE PROGRAM OR THE ADP MARKS, INCLUDING ANY WARRANTY OF NON-INFRINGEMENT, IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT WILL ADP BE LIABLE FOR ANY DAMAGES FOR TERMINATION OF THESE TERMS OR FOR YOUR USE OF THE PROGRAM OR THE ADP MARKS, INCLUDING, BUT NOT LIMITED TO, ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, PUNITIVE OR SPECIAL DAMAGES (INCLUDING LOSS OF BUSINESS PROFITS) ARISING FROM OR RELATED TO YOUR ENROLLMENT IN THE PROGRAM, ANY USE, SUSPENSION OR TERMINATION OF USE OF THE PROGRAM, THE REWARDS WEBSITE, OR ANY ADP MARKS OR WEBSITES, REGARDLESS OF WHETHER SUCH LIABILITY IS BASED ON BREACH OF CONTRACT, TORT, STRICT LIABILITY, BREACH OF WARRANTIES, FAILURE OF ESSENTIAL PURPOSE OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

(d) Your Indemnity Obligations. You agree to indemnify, defend, and hold harmless ADP from and against any and all claims, damages, costs, and expenses (including reasonable attorneys' fees) and pay the amount of any adverse final judgment (or settlement to which both parties consent) arising out of or related to any use by You of the Program, the Rewards, ADP Marks or any ADP or third party web site.

(e) These Terms and/or Your participation in the Program do not grant to You any right or license in, or to, any copyrights in any materials and/or documentation of ADP or to any rights of copyright in or to ADP's other services or web sites

4. CONFIDENTIALITY. You and ADP will treat all information provided to it by the other as confidential with the same degree of care and confidentially that it provides for its own confidential information; provided that any information provided by a referred Client to ADP shall not be covered by this Agreement even if identical information was provided to ADP by You. You acknowledge and agree that Your use of the Program and any web sites contained or linked to therein shall be subject to the terms of any Privacy Policies found at such web sites. Notwithstanding anything to the contrary, Your enrollment in and use of the Program will constitute Your express consent, agreement and acknowledgment to the use or transfer of any information provided by You, including any personally identifiable information of You or Your employees, to third parties, including any vendor used by ADP in order to administer, and provide the Rewards under, the Program.

5. TERMINATION/EXPIRATION OF CREDITS. These Terms, as well as any modifications or updates, shall apply to Your use of and participation in the Program for as long as You are enrolled in and use the Program and are processing payroll with ADP using RUN (“Term”). ADP may terminate these Terms at any time for any reason or no reason upon providing You thirty (30) days prior notice at which time Your participation in the Program shall terminate. Upon termination, all obligations under Paragraphs 1, 2, 3, 4, 5, 6, 7, 8 and 9 of these Terms shall survive with respect to any events which occurred, or any credits which accrued and are owing, prior to the effective date of any such termination, unless and until You cease processing payroll with ADP at which time any Rewards, credits or free payroll which have accrued and are owing, or which have been credited to You but not applied toward eligible payroll services, will be relinquished by and/or due from You as applicable pursuant to Section 2 above.

6. USE OF THE PROGRAM/COMPLIANCE WITH LAWS. You will use the Program as described in these Terms and in accordance with the instructions and reasonable policies established by ADP or its agents from time to time and communicated to You and/or as posted on any applicable Program web sites, including those of any ADP Vendor or subcontractor. By enrolling in or using the Program you are agreeing to any online terms or service agreements and any applicable Privacy Policies as such may be updated from time-to-time with or without notice to You, posted on any Program web-sites, as well as, any fees set forth on any Program web sites. You may not use the Program for any other purpose or interfere with or disrupt Program servers, databases or any network connected to them, or use the Program to violate any law, statute or regulation; or conduct any other illegal activity, or to harvest or otherwise collect information submitted by third parties, including e-mail addresses, without the express consent of such third parties. ADP does not guarantee against any loss or alteration to Your data. You confirm that all information provided by You to ADP or its third party Vendors is being provided voluntarily and is accurate and complete and that You or Your employee providing the information or any referral under the Program is authorized to do so. You also agree that ADP shall have no liability for any use of such information to administer the Program, or for any errors or inaccuracies in the Program based upon information provided by You or the person accepting these Terms on Your behalf. You will be responsible for Your compliance with all laws and governmental regulations affecting Your business generally, including any rules and regulations applicable to ADP regarding trade sanctions, export controls and trade with prohibited parties and for any use You may make of the Program. ADP may immediately terminate this Agreement if You have violated or, if conducting business with You or Your Subsidiary is in violation of, or causes ADP to be in violation of, any sanctions laws applicable to ADP or its Affiliates. You agree to pay any applicable taxes levied or based on any Rewards, payments or credits received by You under the Program and to comply with any professional rules regarding use of the Program or credits awarded thereunder. You understand that if You are an individual You are not eligible to enroll in the Program which is available solely for U.S. companies and sole proprietors.

The execution, delivery and performance by You of this Agreement will not (i) violate any statute, ordinance, rule, regulation, order, judgment or decree of any court or of any governmental or regulatory body, agency or authority applicable to You, (ii) require any filing with, or require You to obtain any permit, consent or approval of, or require You to give any notice to, any governmental or regulatory body, agency or authority or any other person or entity, except for a filing, consent, approval or notice which would not prevent Your ability to perform Your obligations hereunder and would not result in any liability to ADP, or (iii) result in a violation or breach by You under any of the terms of any agreement (including Your agreement with Your clients), license or other instrument or obligation to which You are a party, or by which You or any of Your properties or assets may be bound.

7. ACCOUNT SECURITY AND PASSWORDS. In order to access and use the Program You will be required to provide proper authentication including your User Name, Password and any other authentication required by ADP ("Authentication") to access the Program. You are responsible for safeguarding the confidentiality of Your account information (including user email address(es) and your Authentication selected by You or issued to You) and agree to take any and all actions necessary to maintain the privacy of your Authentication for the Program. You are responsible for any use or misuse of Your account or the Program resulting from any unauthorized third party or employee using any Authentication selected by You or issued to You and you agree to notify ADP immediately of any known or suspected unauthorized access to or use of Your account, Authentication of any individual user to whom You have issued Authentication or any other breach of security or misuse of the Program known to or suspected by You.

8. DISCLAIMER OF WARRANTIES/LIMITATION OF DAMAGES. NEITHER ADP NOR ITS LICENSORS OR VENDORS MAKE ANY REPRESENTATIONS OR WARRANTIES ABOUT THE CONDITION, SUITABILITY, RELIABILITY, AVAILABILITY, COMPLETENESS, SECURITY, TIMELINESS, OR ACCURACY OF THE PROGRAM OR ANY INFORMATION, CALCULATIONS, SOFTWARE OR OTHER MATERIALS OR RESULTS INCLUDED IN OR AVAILABLE THROUGH THE PROGRAM, FOR ANY PURPOSE.

ALL OF THE FOREGOING ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. ADP AND ITS LICENSORS HEREBY DISCLAIM ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED, WITH REGARD TO THE PROGRAM OR ANY INFORMATION, CALCULATIONS, SOFTWARE OR OTHER MATERIALS OR RESULTS INCLUDED IN OR AVAILABLE THROUGH THE PROGRAM, INCLUDING ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.

ADP WILL NOT BE RESPONSIBLE FOR ANY DAMAGES ARISING FOM YOUR USE OF THE PROGRAM, THE PROGRAM OR ANY VENDOR OR THIRD PARTY WEB SITE INCLUDING BUT NOT LIMITED TO ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR OTHER SIMILAR DAMAGES INCLUDING LOST PROFITS OR DAMAGES FOR BUSINESS INTERRUPTION OR LOSS OF INFORMATION THAT YOU MAY INCUR OR EXPERIENCE IN CONNECTION WITH THESE TERMS OR THE PROGRAM, HOWEVER CAUSED AND UNDER WHATEVER THEORY OF LIABILITY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBLITY OF SUCH DAMAGES.

ADP will not be liable for any damage or losses arising out of or otherwise related to (1) Your use of the Program or use by anyone to whom You have given access to the Program; (2) errors, bugs or other defects in the Program; (3) lost information; (4) illegal or criminal activities; (5) mistakes, omissions, interruptions, deletion of files or e-mail, loss of or damage to data, errors, defects, viruses, delays in operation, or transmission, or any failure of performance, whether or not limited to acts of God, communications failure, theft, destruction, unauthorized access to Program records, programs or services or any third party actions; or (6) Your actions with Your employees or vendors, or the use of their information.

9. GENERAL. Except as otherwise expressly set forth herein, these Terms and any updates supersede any prior agreements or terms of service on the same subject matter and will govern Your participation in the Program as well as all disclosures and exchanges of Confidential Information by the parties. These Terms do not modify or terminate any existing arrangements between You and ADP relating to the provision of official bank checks or relating to the provision of Services by ADP to You.

These Terms may be modified or updated by ADP from time to time at any time and you are responsible for any updates posted on the Program web site or sent or otherwise communicated to You by ADP. The failure of You or ADP at any time to enforce any right or remedy available to it under these Terms with respect to any breach or failure by the other party shall not be construed to be a waiver of such right or remedy with respect to any other breach or failure by the other party. These Terms are governed by the laws of the State of New York without giving effect to its conflict of law provisions. You and ADP agree that each is acting independently of the other, that You are not joint venturers, and that neither is an agent of the other. All notices, made under or in connection with these Terms, shall be in writing and shall be deemed to have been given three (3) days after mailed in any general or branch United States Post Office, enclosed in a registered or certified post-paid envelope, if to ADP addressed to: ADP, Attention: Manager, Client Appreciation Program-SBS, 71 Hanover Road, Florham Park, NJ 07932, with a copy to Automatic Data Processing, Inc., One ADP Boulevard, Roseland, New Jersey 07068, Attention: General Counsel, and if to You, at the address given for participation in the Program; provided, however, that any notice of change of address shall be effective only upon receipt. These Terms shall not be assigned by You without ADP's prior written consent and any attempted assignment without such consent shall be void. Nothing contained in these Terms is intended to create third-party beneficiaries of or under these Terms.

10. THESE TERMS. You should print a copy of these Terms for your records. If You do not have print capability or You otherwise desire to obtain a hard copy of these Terms please e-mail referralrewards@adp.com to request a hard copy.

By clicking "Accept" or otherwise signing or accepting these Terms, electronically or otherwise, You acknowledge that You have read, are authorized to sign and do agree to and do accept, these Terms.