ADP On-Line Referral Rewards Program

Terms and Conditions of Use

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 adpreferralrewards.com, 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 Terms.

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 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 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 tina_salem@adp.com.
  1. 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.
  2. 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.
  3. 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 agreement.
  4. 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.
  5. 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."
  6. The ADP Logo may not be combined with any other symbols, including words, logos, icons, graphics, photos, slogans, numbers, or other design elements.
  7. 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.
  8. 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:
    100% Black


    Negative white logo on
    Background

  9. 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.
  10. 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.
  11. 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 Terms.

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 the Program.

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 referralrewards@adp.com to request a hard copy.

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.

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