PAYLOCITY API END USER LICENSE AGREEMENT
Terms & Conditions
This API License Agreement (the “Agreement”), effective as of the date of acceptance of this Agreement (the “Effective Date”), is by and between Paylocity Corporation, an Illinois corporation (“Paylocity”) and you, or the individual, company, or other entity that you represent (“Licensee” or “you”). If you are entering into this Agreement on behalf of a company or other entity, you represent and warrant that you have authority to bind such company or other entity to this Agreement.
1. Grant of License. Subject to the provisions contained herein, Paylocity hereby grants to you, during the License Term (as defined in Section 4 hereof), a non-exclusive, non-transferable license, without the right to sublicense, to use its Application Programming Interface (“API”) to: (i) develop and implement applications to assist you to access and use various Paylocity services (the “API Applications”) and (ii) use, copy and modify any sample code provided as part of the API for the sole purposes of designing, developing, and testing your API Applications. You must register your API Applications with Paylocity. You may not generally distribute (commercially or otherwise) your API Applications without a special license from Paylocity, but you may make copies of and make the API Applications available for the purpose of accessing and using the Paylocity services on behalf of Paylocity clients who grant Paylocity permission to provide you access to client data. You may not use the API for or in conjunction with any product or service offerings of third parties that are competitive with Paylocity services.
2. Acceptable Use. You agree not to remove, alter, or destroy any copyright notices, other proprietary markings, or confidentiality legends placed upon or contained within the API. You may not use, copy, modify, display, rent, lease, loan, transfer, distribute, download, merge, make any translation or derivative work, or otherwise deal with the API, except as expressly provided in this Agreement. In no event may you cause or permit the disassembly, reverse compilation, or other decoding of any portion of the API that is provided in object code only format, or otherwise attempt to obtain, derive, or modify the source code or architecture of such portions of the API; provided, however, that the foregoing restriction is not intended to apply to sample code specifically provided for the purpose of modification and inclusion in your API Applications. You may not use the API in violation of any applicable law or to distribute content or links to content that Paylocity reasonably believes: (i) constitutes, depicts, fosters, promotes or relates in any manner to pornography or the marketing of pornographic materials; (ii) is unfair or deceptive under the consumer protection laws of any jurisdiction, including chain letters and pyramid schemes; (iii) is defamatory, intended to harass or threaten, or violates a person’s privacy; (iv) creates a risk to public safety or health in general or to any individual’s safety or health; (v) improperly exposes trade secrets or other confidential or proprietary information of another person or company; (vi) is intended to assist others in defeating technical copyright protections; (vii) infringes a copyright in direct violation of the Digital Millennium Copyright Act (“DMCA”) or any other similar legislation; (viii) infringes on another’s patent, trade or service mark, trade secret, or other property right; (ix) disrupts Paylocity’s services or creates conditions in which the use of Paylocity’s services is denied to others; or (x) is otherwise malicious or fraudulent.
3. Support. This Agreement does not grant you any continuing right to receive version enhancement updates, or to a continuous availability of the API, or to any support, telephone, or other assistance. Limited product support and support resources may, however, be available for developers and users such as you. Paylocity may revise or cease to provide the API, sample code, or its functionality or any part thereof, or API support assistance, from time to time without notice.
5. Confidentiality. “Confidential Information” means the API and all confidential and proprietary information transmitted to or from, stored on, or otherwise processed by the servers or other devices used in connection with the API. Confidential Information does not include information: (i) in the public domain at the time of delivery, (ii) subsequently published or otherwise made part of the public domain through no fault of the receiving party or its representatives, (iii) in the receiving party’s possession at the time of disclosure, (iv) which becomes available to the receiving party on a non-confidential basis from a source not under an obligation of confidentiality to the disclosing party, or (v) information that is independently developed without reference to the Confidential Information, as evidenced by written records maintained in the ordinary course of business. Each party agrees to hold the Confidential Information of the other party in confidence and not to disclose it to a third party unless explicitly authorized to do so by the sharing party. Each party agrees to employ mechanisms to safeguard the Confidential Information of the other party in its possession from unauthorized disclosure. The aforementioned safeguards must be equivalent to those used by the receiving party to protect its own Confidential Information, but in no case less than commercially reasonable measures.
6. No Warranty. The API and any related support services are provided by Paylocity on an “AS IS” and “AS AVAILABLE” basis, without warranty of any kind, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, OR ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICE. This disclaimer of warranty constitutes an essential part of this Agreement.
7. Limitation of Liability. PAYLOCITY AND ITS LICENSORS SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, OR OTHER INDIRECT DAMAGES, OR FOR LOST PROFITS OR LOST DATA ARISING OUT OF THE USE OR INABILITY TO USE THE API OR ANY RELATED COMPONENT OR SERVICES SUPPLIED THEREWITH OR ANY FAILURE OR DELAY IN DELIVERING THE API OR RELATED COMPONENT OR SERVICES, EVEN IF PAYLOCITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
8. Indemnification. Paylocity shall defend, indemnify and hold you, your affiliates, or any of your or their respective employees, agents or suppliers, harmless from and against any and all costs, liabilities, judgments, actions, losses, and expenses (including, but not limited to, reasonable attorneys’ fees and the fees of experts) (collectively, “Losses”) arising out of any threatened or actual claim, suit, action, arbitration, or proceeding (collectively, “Claims”) by any third party arising out of or relating to: (i) a Claim that the API or any related Services as provided by Paylocity under this Agreement infringe upon the United States patent or copyright of a third party; provided that (a) you give Paylocity prompt written notice of the Claim, (b) you permit Paylocity sole control over the defense and settlement of the Claim and (c) you reasonably cooperate with Paylocity in the defense and or settlement of the Claim. Notwithstanding the foregoing, Paylocity shall have no responsibility for Losses to the extent arising from (i) modifications of its API or any related Services made by You or any third party if such claim would not have arisen but for such modifications, (ii) combination or use of API or any related Services with devices or software not supplied by Paylocity if such claim would not have arisen but for such combination or use, or (iii) any use of its API or any related Services not conforming to the Paylocity specifications for use if such claim would not have arisen but for such use. You shall defend, indemnify, and hold Paylocity, its affiliates or any of its respective employees, agents or suppliers, harmless from and against any and all Losses arising out of or relating to: (i) your violation of this Agreement or the law; provided that: (a) Paylocity gives you prompt written notice of the claim, (b) Paylocity permits you sole control over the defense and settle¬ment of the Claim, and (c) Paylocity reasonably cooperates with you in the defense and or settlement of the Claim. Your obligation under this Section 8 includes Claims arising out of acts or omissions by your employees, users, and any other person who gains access to the API as a result of your failure to use reasonable security measures.
9. Ownership of Intellectual Property. All right, title, and interest in the API, and all related intellectual property rights, shall remain with Paylocity. The API is protected by copyright and other intellectual property laws and by international treaties. Any intellectual property used, developed, or otherwise reduced to practice in providing the API or related services to you shall be the sole and exclusive property of Paylocity and / or its licensors, unless we specifically agree in writing otherwise. You agree that we may use your feedback concerning the API for any purpose whatsoever, including product development purposes. Any intellectual property inherent in your feedback or arising from your testing of the API shall be owned exclusively by Paylocity.
10. Notice of Claim and Filing of Suit. You must present any claim in writing to Paylocity within a reasonable time, and in no event longer than sixty (60) days after the event for which the claim is presented, so as to permit the parties to attempt to resolve the claim. No action may be maintained against Paylocity under this Agreement, unless timely written claim has been given as provided above.
11. Notices. All notices to be provided by Paylocity to you under this Agreement may be delivered in writing by: (i) nationally recognized overnight delivery service (“Courier”), (ii) United States Mail to the contact mailing address provided by you to Paylocity, or (iii) electronic mail to the electronic mail address provided as the primary point of contact for your organization. You must give notice to Paylocity in writing by Courier or United States Mail to the following address: Paylocity, 1400 American Lane, Schaumburg, Illinois, USA, 60196. All notices shall be deemed to have been given immediately upon delivery by electronic mail, or if otherwise delivered upon receipt or, if earlier, two (2) business days after being deposited in the mail or with a Courier as permitted above.
12. Survival. The provisions of Sections 2, 4, 5, 6, 7, 8, 9, 10, 11, 13, 14, 15, and 16, shall survive any termination or expiration of this Agreement.
13. Modification; Authority; Assignment. Paylocity may modify any aspect of this Agreement upon thirty (30) days prior notice. Should you wish to terminate this Agreement as a result of such modification, you may do so. Otherwise such modification will remain in effect for the remainder of the License Term. You acknowledge that you have the authority to enter in to this Agreement on behalf of your company. This Agreement binds any of your authorized users, as well as your successors and assigns.
14. Governing Law; Jurisdiction. This Agreement is governed by the laws of the State of Illinois, excluding conflicts of laws principles that would result in application of the laws of any other jurisdiction. You hereby submit to the exclusive jurisdiction of the federal and state courts of the State of Illinois; provided, however, that Paylocity shall have the right to institute judicial proceedings against you or anyone acting by, through or under you, in other jurisdictions in order to enforce Paylocity’s rights hereunder through reformation of contract, specific performance, injunction, or similar equitable relief.
15. Export. You agree to abide by the export control laws of the United States and other applicable jurisdiction and not to export, re-export, or otherwise transfer, by electronic transmission or otherwise, any API component or API Application subject to restrictions under such laws to a national destination prohibited under such laws or to any person to whom exports, re-exports, or transfers are prohibited under such laws, without first obtaining, and then complying with, any requisite government authorization.
16. General. This Agreement, and any amendments or modifications promulgated by Paylocity constitutes the entire understanding between Paylocity and you with respect to subject matter hereof. Terms and conditions as set forth in any purchase order which differ from, conflict with, or are not included in this Agreement, shall not become part of this Agreement unless specifically accepted by Paylocity in writing.