These Terms and Conditions of Use ("Terms") are an agreement between ADP, LLC
("ADP") and You and apply to the ADP On-Line Referral Rewards program
(the "Program") described in these Terms. By enrolling in the Program, You agree to be
bound by these Terms, including any modifications from time to time, as they relate to the
Program. If You do not agree to these Terms, 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, policies and any
other terms and guidelines found throughout the Program.
1. THE PROGRAM AND MARKETING ACTIVITIES. The
Program consists of the ability to access the web site located at
hosted by ADP, or its third party Vendor ("Rewards Site"), accessible through the
Program web site, make referrals to ADP and, in exchange for referrals that become Clients
(as defined below), receive revenue share payment(s) in accordance with these Terms. ADP is
willing to perform certain payroll services ("Payroll Services") and payroll related
tax filing data processing services, and additional services which include Administrative
Services Offering ("ASO Services") and Human Resource Business Process Outsourcing
("ADP HR/BPO Services")(collectively the "Services") for Your customers,
franchisees, or members of your association wishing to receive any or all of such Services that
sign ADP's standard forms of agreement and meet ADP's eligibility requirements covering such
Services (the "Clients"). ADP and You will promote the Services to your customers,
franchisees or members of Your association ("Prospects") through joint marketing and
related activities, as more particularly set forth herein, to assist ADP in the sale of the
Services to Prospects. In exchange for Your reasonable commercial efforts to make the Services
known to Prospects, promotion of the Services through correspondence with Prospects, and Your
forwarding all inquiries made by Prospects to ADP, ADP shall, for each eligible Prospect
referred to ADP under this Program that becomes an ADP Client and begins processing Services
with ADP, award You revenue share payments under the Program. You will not be fully enrolled in
the Program or begin receiving revenue share payments until ADP receives a fully completed and
signed W9 form and acknowledges your agreement to these Terms by sending you an electronic
acknowledgment by e-mail confirming Your enrollment.
2. REVENUE SHARE PAYMENT CALCULATION. The amount of
the payment made to you for the referral of a Client with 1-49 employees for Payroll Services
will be determined based on the revenue generated by ADP for the first year such referred Client
uses the Payroll Services. You will receive a revenue share payment equal to ten (10%) percent
of the annualized "Net Processing Revenues" (as defined below and as rounded to the
nearest dollar) from the sale of Payroll Services by ADP to such referred Clients with 1-49
employees. If You refer a Client with 50-999 employees to ADP for Payroll Services
("Major Accounts Client"), you will receive a flat fee payment of four hundred
dollars ($400.00) In the event of a referral to ADP of a Client for ASO Services, you will
receive a flat fee payment of four hundred dollars ($400.00), and in the event of a referral to
ADP of a Client for ADP HR/BPO Services, you will receive a flat fee payment of eight hundred
dollars ($800.00). The one time payment awarded for the referral of a Client for ASO Services,
ADP HR/BPO Services, or for a Major Accounts Client, will be instead of any revenue share earned
by the Net Processing Revenues and You understand that no additional payment will be awarded to
You for any Payroll Services to Major Accounts Clients or Clients who receive ASO Services or
ADP HR/BPO Services. In order to receive ANY payment, 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) for appropriate tracking and payment calculation.
For purposes of calculating the revenue generated for Clients with 1-49 employees, "Net
Processing Revenues" for each eligible Client shall mean all recurring processing fees
from a new Client for the initial Payroll Services sold as result of Your Involvement and/or
Referral and billed to such Client by ADP for the one(1) year period beginning with such
initial sale, excluding therefrom: (i) any fees derived from set up, training, shipping,
delivery and installation, 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 service, including fees from any tax filing services, ASO Services or ADP HR/BPO
Services (e.g., non-payroll processing aspects of employee leasing services, benefit
administration services and insurance services), whether offered as ancillary services to the
payroll and tax filing services or combined with such services into an integrated offering, and
(vi) ADP products or services not in existence on the date hereof. Payment(s) will only be paid
to Your company, or Your subsidiary or affiliate, but not to both.
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 employee of Yours or as a result of a specific
referral of the Services to such Prospect by Your employee or (ii) Your marketing and
promotional activities 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.
Payment due to You for a referral in accordance with these Terms will be payable over six
months in one-sixth increments in arrears within forty-five (45) calendar days after the end of
each ADP fiscal month close. You will receive payment for new Clients only and in no event will
You be awarded any payment 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 payment for
an ADP Client following the termination of ADP's Services by a Client referred under this
Agreement or following six months of processing, whichever is earlier. In no event will you be
awarded more than five thousand dollars ($5,000.00) in the aggregate with respect to a sale of
Services to any single Client. You shall not receive payment for any Client for which You have
been previously paid through any other ADP agreement 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. Any points previously awarded to You under the Program may, at any time, be
converted to dollar amounts where one point equals one dollar, and may be paid pursuant to these
You agree, unless You are precluded from doing so by a confidentiality or other legal obligation
or You previously provided the referrals necessary to enroll in the Program, to provide five (5)
qualified referrals, as detailed on the enrollment screen upon, and as a condition to, Your
enrollment in the Program. ADP's receipt of these referrals is an integral part of these
Terms and these Terms shall not become effective unless and until You accurately complete all
the information required for these referrals.
3. MARKETING ACTIVITIES AND TRADEMARK USAGE GUIDELINES.
(a) You will be responsible for the costs of your own advertising and promotional activities.
Upon request, ADP may provide You such materials as may be reasonable to market and promote the
Services to prospective Clients. All materials not supplied by ADP, media releases, public
announcements by You or Your employees or agents relating to these Terms or the Services
(including, but not limited to, promotional or marketing material sent to Prospects) shall be
coordinated with and approved in writing by ADP prior to the release thereof. You agree that You
will not, without the prior written consent of ADP in each instance: (i) use in advertising,
publicity, or otherwise, 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 other than
as consistent with these Terms, 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). Any materials You plan to use for
advertising, media releases, marketing or educational purposes which involve these Terms and
identify ADP or the Services covered hereby, must be reviewed and approved in writing by ADP
before being used (such approval not to be unreasonably withheld). 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 as part of Your marketing
activities under these Terms. ADP agrees that it will not, without Your prior written consent
in each instance, (i) use in advertising, publicity, or otherwise, Your name, the name of Your
employee, affiliate or subsidiary, or any trade name, trademark, trade device, service mark,
domain name, symbol or any abbreviation, contraction or simulation thereof owned by You or (ii)
represent, directly or indirectly, that any product or any Services provided by ADP has been
approved or endorsed by You. Any materials ADP plans to develop on its own and use for
advertising, media releases, marketing or educational purposes which specifically relate to
these Terms and which identify You, must be reviewed and approved in writing by You before being
used (such approval not to be unreasonably withheld).
(b) Use of ADP Marks. Subject to and expressly conditioned upon compliance with these Terms
(including but not limited to section 3(a) above), ADP hereby grants You a worldwide,
nonexclusive, nontransferable, royalty-free, personal right to use the ADP Marks solely in the
manner described in any ADP Quality and Use or Logo Use Guidelines and as may be prescribed by
ADP from time to time, at ADP's sole discretion. ADP grants no rights other than those
expressly granted herein. You acknowledge ADP's sole ownership of the ADP Marks and all
associated goodwill and agree that, except for use of the ADP Marks as approved in advance in
writing by ADP in connection and consistent with these Terms, You will not directly or
indirectly at any time adopt, use, or register any ADP trade names, trademarks, logos, service
marks, certification marks, domain names, trade dress, or other similar or dilutive identifier,
in whole or in part, in connection with any business, goods or services. You agree that all use
of the ADP Marks by You will inure to the benefit of ADP. In all materials, display of the ADP
logo must include the ® symbol and the attribution clause: "The ADP logo is a registered
trademark owned by ADP, LLC in the United States and other countries." You agree that the
manner of use and display of the ADP Marks will conform to the quality and use standards set and
controlled by ADP, as amended from time to time. ADP reserves the right to periodically review
Your use of the ADP Marks and You agree to promptly correct any conditions as directed by ADP
but in no event later than five (5) days following notice from ADP. You shall cooperate fully
with ADP to facilitate periodic review of any use by You of the ADP Marks and of Your compliance
with the ADP Quality and Use Guidelines. You agree to notify ADP within 10 business days of any
changes to the information provided by You or to any approved use. Upon termination of this
Agreement or these Terms or notice to cease and desist use of the ADP Marks for any reason, You
agree to remove any links to ADP's web site within two business days of receiving ADP's
termination or cease and desist notice and to cease all use of the ADP Marks upon the earlier of
depletion of existing supply of approved materials or 30 days after receiving ADP's
termination or cease and desist notice.
(c) Disclaimer of Warranties. ADP MAKES NO WARRANTIES EXPRESS, IMPLIED, STATUTORY OR
OTHERWISE WITH RESPECT TO 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 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 MARKETING,
DISTRIBUTION, ANY USE OR TERMINATION OF USE OF THE ADP MARKS OR WEB SITE, 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
(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 ADP Marks or web site.
(e) ADP Indemnity Obligations. ADP agrees to indemnify, defend and hold You harmless from and
against any and all claims, damages, costs, and expenses (including reasonable attorney's
fees), and pay the amount of any adverse final judgment (or settlement to which both parties
consent) resulting from, third party claim(s) (hereinafter "Indemnified Claims") that
an ADP Mark infringes any trademark rights of such third party; provided ADP is notified
promptly in writing of the Indemnified Claim and has sole control over its defense or
settlement, and You provide reasonable assistance in the defense of the same. In the event ADP
receives information concerning an intellectual property infringement claim (including an
Indemnified Claim) related to the ADP Marks, ADP may, at its expense, without obligation to do
so: (i) procure for You the right to continue to distribute the alleged infringing ADP Mark,
(ii) replace or modify the ADP Mark to make it non-infringing, in which case, You shall
thereupon cease distribution of the alleged infringing ADP Mark, or (iii) instruct You to cease
use of the ADP Mark without providing a replacement. ADP shall have no liability for any
intellectual property infringement claim (including an Indemnified Claim) based on Your
manufacture, distribution, or use of the ADP Mark after ADP's notice that You should cease
use of such ADP Mark, or begin use of a substitute ADP Mark due to such a claim. For all claims
described in this Section, You agree to indemnify and defend ADP from and against all damages,
costs and expenses, including reasonable attorneys' fees.
(f) These Terms and/or Your participation in the Program does not grant to You or ADP any right
or license in, or to, any copyrights in any materials and/or documentation or to any rights of
copyright in or to each others other services or web sites.
(g) Except as provided for herein, neither party may modify, publish, transfer or assign any
material in any media provided by the other party, in whole or part, or without the providing
party's prior written permission. For the purposes of these Terms, re-formatting of
materials, without any modification or alteration of the substantive content of the materials is
permitted provided that the providing party's copyright and other intellectual property
rights are acknowledged. You and ADP shall each bear responsibility for the cost of its
respective joint advertising and promotional activities.
(h) ADP Logo Use Guidelines. The following terms and conditions apply when using the ADP Logo; any
use in violation of these terms and conditions is strictly prohibited. ADP reserves the right to
change these guidelines at any time at its sole discretion. You must comply with the guidelines as
amended from time to time. Amended Guidelines may be emailed to the current Contact address of
record. Please fax updates to contact information or any questions regarding these Guidelines to
The ADP Logo may only be used exactly as approved by ADP on packaging, collateral materials,
documentation, and advertising, including Internet advertising, solely for the purpose of
promoting ADP products.
Your company name, logo or products name must appear on any products or related materials
where the ADP Logo is used. The ADP Logo must be smaller and less prominent than your
product name, trademark, logo, or trade name.
The ADP Logo may not be used in any manner that expresses or might imply ADP's
affiliation, sponsorship, endorsement, or approval other than as consistent with the
You may not use the ADP Logo in a manner that might suggest co-branding or otherwise create
potential confusion as to the source of the products or ownership of the ADP Logo. You may not
display the ADP Logo in any manner that suggests that Your goods or services are an ADP product,
or in any manner that suggests that "ADP" is a part of your product name.
The ADP Logo may not be included in any non-ADP trade name, business name, product or
service name, logo, trade dress, design, slogan, or other trademark. For example, You may
not name Your product "ADP SuperPay."
The ADP Logo may not be combined with any other symbols, including words, logos, icons,
graphics, photos, slogans, numbers, or other design elements.
The ADP Logo, or any element thereof, including, but not limited to, ADP's logo,
logotypes, trade dress, and other elements of ADP's marketing, packaging, and web sites,
may not be imitated or used as a design feature in any of Your materials.
In all materials, the ADP Logo must include the ® symbol, as depicted below, and the
attribution clause: "The ADP Logo is a registered trademark owned by ADP, LLC in the
United States and in other countries."
Required Graphic Standards:
Acceptable Logo Usage and Colors (logos below are in color in original document)
Logo in Red: PMS-485 or
100% Magenta – 100% Yellow
Logo in Black:
Negative white logo on
ADP may provide You with artwork of the ADP Logo. If provided, You must use this artwork, which
You may not alter in any way. The ADP Logo may be used in only two formats: Positives – For red
or black use only; Negative – For reverse use (white logo on dark background). The logo has been
developed with different weight stroke for these two versions.
The ADP Logo must stand alone. A minimum amount of empty space must be left between a logo and
any other object such as type, photography, borders, edges, etc.
Additional requirements for web site use:
Required border of empty space around a logo must be minimum of 10 pixels.
Minimum print size for the ADP Logo is 7/8 inch wide.
Minimum online size for the ADP Logo is 56 pixels wide.
Position of the ADP Logo from a roll edge should be 30 pixels from the left and 10 pixels
from the top.
The ADP Logo must be reproduced in ADP's standard red color. The designated ADP Logo
color: Hexadecimal #CC0000, or RGB #R 204/G0/B0.
4. OWNERSHIP/LICENSE. 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
5. 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 Client to ADP shall not be covered by
this Agreement even if identical information was provided to ADP by You. ADP will not disclose or use
Non-Public Personal Information of any Consumer provided to it by a Bank, except in connection with the
purposes of this Agreement. Except for the terms otherwise defined herein, the capitalized terms used in this
Paragraph will have the meanings given to them in the privacy regulations applicable to a Bank that were
promulgated pursuant to Title V of the Graham-Leach-Bliley Act of 1999. To assist ADP in its compliance with
this Paragraph, any Bank enrolling in the Program agrees, that if and to the extent requested by ADP, the Bank
will specifically identify which information provided by it to ADP constitutes Non-Public Personal Information
of a Consumer.
6. TERMINATION. These Terms shall apply for so long as you are
enrolled in the Program unless and until, following twelve (12) months from your initial enrollment date,
these Terms are terminated by either party upon not less than 90 days' prior written notice to the
other. These Terms may also be terminated by ADP by a notice to you that it is terminated if ADP has not
made at least three (3) sales of the Services as a result of Your Involvement and/or Referral during the
immediately preceding 12-month period. Upon any termination, all obligations under Paragraphs
1, 2, 3, 4, 5, 6, 8, 9 and 10 of these Terms shall survive with respect to any events which occurred, and
any payments which accrued up through the termination date but in no event will ADP make any payments
following termination of these Terms. Following any termination, You will not be eligible to re-enroll in
7. 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. By enrolling in the Program you are agreeing to any on-line terms or
service agreements and 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 is accurate and complete and ADP shall have no
liability 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 and for any use You may make of the Program. You agree to
pay any applicable taxes levied or based on any payments or redemption of rewards points received by You
under the Program and to comply with any professional rules regarding use of the Program or points 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 proprieters.
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.
8. 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 or its third party agent ("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.
9. 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 AND
VENDORS 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 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 including those of any ADP Fulfillment Vendor; or (6) Your actions with Your
employees or vendors, or the use of their information.
10. GENERAL. Except as otherwise expressly set forth herein,
these Terms supersede any prior agreements 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.
These Terms may be modified by ADP from time to time at any time and you are responsible for any updates
posted on the Program web site or sent 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, Referral Rewards-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.
11. 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 firstname.lastname@example.org to request a hard
By entering Your name and title and clicking the "Accept" box below You acknowledge that You
have read, are authorized to sign and do agree to and do accept, these Terms, including any requirements
with respect to any ADP Marks.