PartnerStack Terms & Conditions

Paylocity (“we”, “our”, “Paylocity” or “Company”) is offering you (the “Affiliate” or “you” or “your”) the opportunity to refer clients via an Affiliate Program (“Program”) offered via a web link (the “Link”). 

1.        Binding Agreement.  By including the Link on your website or participating in the Program, you agree to be bound by these terms and conditions (“Terms”).  All of the Company's decisions regarding the Program are final and binding. 

2.        Right to Cancel, Modify or Terminate.  We reserve the right to cancel, modify or terminate the Program at any time for any reason. We reserve the right to disqualify any Affiliate at any time from participation in the Program if he/she does not comply with any of these Terms. You hereby grant Company the right to monitor your website to ensure your compliance with these Terms and to notify you of any changes we believe you should make to your website to remain in compliance. Company reserves the right to terminate your participation in the Program if you fail or refuse to make such changes after we have so notified you.

3.        How the Program Works.  You must be a legal resident of the United States of America and at least 18 years old to use the Link.  To be considered for participation in the Program as an Affiliate, you must complete the application process on PartnerStack. We may reject your application for any reason. If you become an approved member of the Program, you must set up the Link as provided by PartnerStack. Once you use the Link you become a “Referrer” and may receive compensation as outlined in Section 8. The person accessing the Link from your site will be known as a “Referral”.

4.        Content; Limited License. In order to facilitate your participation in the Program, we may make available to you data, images, text, link formats, widgets, links, and other linking tools, and other information in connection with the Program (“Content”). Subject to the terms of these Terms and solely for the limited purpose of directing visitors of your sites to the Paylocity as provided by PartnerStack and/or Paylocity] in connection with the Program, we hereby grant you a limited, revocable, non-transferable, non-sublicensable, non-exclusive, royalty-free license to (i) copy and display the Content solely on your site; and (ii) use only those of our trademarks and logos that we may make available to you as part of Content (collectively, the “Paylocity Marks”) solely on your sites.

The license set forth in this Section 4 will immediately and automatically terminate if at any time you breach any provision of these Terms, or otherwise upon deactivation of your account and/or termination of these Terms. In addition, we may terminate the license set forth in this Section 4, in whole or in part, for any reason, upon notice to you. Upon request or termination of the license set forth in this Section4, you will promptly remove from your site and delete or otherwise destroy all of the Content and Paylocity Marks, or as we may otherwise request from time to time.

5.        Responsibility for Your Site. You will be solely responsible for your site, including, without limitation, its development, operation, and maintenance and all materials that appear on or within it. For example, you will be solely responsible for: (i) the technical operation of your site and all related equipment; (ii) displaying the Link and other Content on your site in compliance with these Terms; (iii) creating and posting, and ensuring the accuracy, completeness, and appropriateness of, materials posted on your site; and (iv) using the Content, your site, and the materials on or within your site in a manner that does not infringe, violate, or misappropriate any of our rights or those of any other person or entity (including, without limitation, copyrights, trademarks, rights of privacy or publicity, or other intellectual property or proprietary rights). We will have no liability for these matters or for any of your visitors’ claims relating to these matters. It is your responsibility to ensure the Link is correctly implemented on your website. Company is not responsible for lost sales due to incorrect usage of the Link. 

6.        Ownership

Other than the limited license expressly set forth in Section 4, we reserve all right, title, and interest (including all intellectual property and proprietary rights) in and to the Program, our trademarks and logos (including, but not limited to, the Paylocity Marks) and other Content, and any other intellectual property and technology that we provide or use in connection with the Program. If you provide us with suggestions, reviews, modifications, data, images, text, or other information or content in connection with this Affiliate Agreement, any Content, or your participation in the Program (each, a “Submission”), you hereby irrevocably assign to us all right, title, and interest in and to such Submission, and acknowledge that we may, without limitation, use, reproduce, perform, display, and distribute such Submission in any manner, and adapt, modify, re-format, and create derivative works of such Submission for any purpose.  You hereby warrant that: (i) your Submission is your original work, or you obtained your Submission in a lawful manner; and (ii) our and our sublicensees’ exercise of rights under the license above will not violate any person’s or entity’s rights. You agree to provide us such assistance as we may require to document, perfect, or maintain our rights in and to your Submissions.

7.        Restrictions.  Referrers cannot refer themselves or create multiple, fictitious or fake accounts with the Company or participate in the Program as “Referrals”. Federal Government employees are not eligible to participate in the Program. Referrers must comply with all applicable laws and regulations, including but not limited to, any anti-bribery, anti-corruption, data privacy laws and any regulatory or disclosure requirements including those of the Federal Trade Commission. No user may use the Program to violate any law, infringe or violate the rights of any third party, or otherwise act in a manner that is deemed harassing, harmful, illegal, hateful, obscene or outside the spirit and intent of the Program.  In addition, you may not (i) tamper with the Program, (ii) act in an unfair or disruptive manner, or (iii) use any system, bot or other device or artifice to participate or receive any benefit in the Program.  CAUTION: ANY ATTEMPT TO DELIBERATELY DAMAGE OR UNDERMINE THE LEGITIMATE OPERATION OF THE PROGRAM MAY BE IN VIOLATION OF CRIMINAL AND CIVIL LAWS.  SHOULD SUCH AN ATTEMPT BE MADE, THE COMPANY RESERVES THE RIGHT TO SEEK REMEDIES AND DAMAGES (INCLUDING ATTORNEY FEES) TO THE FULLEST EXTENT OF THE LAW, INCLUDING CRIMINAL PROSECUTION.

Employees of the Company or any of its or their subsidiaries, affiliates or promotional agencies are not able to participate.

8.        Compensation.  Paylocity shall reward the Referrer as outlined in the PartnerStack portal. As referral amounts may vary over time, Referrers should review their PartnerStack portal for the most accurate and up-to-date compensation information.

a.        To be eligible to receive a payment, a Referral must be a new client to Paylocity.

b.        A 1099 will be issued to any Referrer who is paid over six hundred dollars ($600) per calendar year.

c.        Referrer or the Referrer Company will be paid through the PartnerStack platform.
 

9.        Liability.  YOU UNDERSTAND AND AGREE THAT THE RELEASED PARTIES (DEFINED BELOW) SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF THE COMPANY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES).  By participating in the Program, you agree to defend, indemnify, release and hold harmless the Company, and its respective parent companies, affiliates and subsidiaries, together with their respective employees, directors, officers, licensees, licensors, shareholders, attorneys and agents including, without limitation, their respective advertising and promotion entities and any person or entity associated with the production, operation or administration of the Program (collectively, the “Released Parties”), from any and all claims, actions, demands, damages, losses, liabilities, costs or expenses caused by, arising out of, in connection with, or related to the Program (including, without limitation, any property loss, damage, personal injury or death caused to any person(s)) and/or the awarding, receipt and/or use or misuse of any benefit in the Program.  To be clear, the Released Parties shall not be liable for any technical errors or malfunctions, data theft or corruption, any printing or typographical error, or any damage to any computer system resulting from participating in or accessing or downloading information in connection with the Program.  The Released Parties shall not be liable to any users for failure to supply any advertised benefit, by reason of any acts of God, any action or request by any governmental or quasi-governmental entity (whether or not valid), or any other activity or action that is beyond any of the Released Parties’ control. TO THE FULLEST EXTENT POSSIBLE BY LAW, THE RELEASED PARTIES’ MAXIMUM LIABILITY ARISING OUT OF OR IN CONNECTION WITH THE PROGRAM, REGARDLESS OF THE CAUSE OF ACTION (WHETHER IN CONTRACT, TORT, BREACH OF WARRANTY, OR OTHERWISE), WILL NOT EXCEED $100.

10.     Disclaimer of Warranties.  YOU EXPRESSLY UNDERSTAND AND AGREE THAT: (A) THE PROGRAM IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND THE COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES, CONDITIONS AND TERMS OF ANY KIND, WHETHER EXPRESS OR IMPLIED BY STATUTE, COMMON LAW OR CUSTOM, INCLUDING, BUT NOT LIMITED TO, WARRANTIES AS TO PRODUCTS OR SERVICES OFFERED THROUGH THE USE OF THE PROGRAM, IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT; (B) THE RELEASED PARTIES MAKE AND GIVE NO WARRANTY THAT (i) THE PROGRAM WILL MEET YOUR REQUIREMENTS, (ii) THE PROGRAM WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, AND (iii) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL OBTAINED BY YOU THROUGH THE PROGRAM WILL MEET YOUR EXPECTATIONS, AND (C) ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE PROGRAM IS ACCESSED AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR MOBILE DEVICE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR USE OF ANY SUCH MATERIAL.

11.     Bulk Distribution (“Spam”). To the extent Referrer sends the link via email, each Referrer is the actual sender of the emails and must comply with applicable law.  By submitting any email address as part of the Program, the Referrer represents that he/she has the appropriate permission and consent, including compliance with the Referrer Company’s corporate rules and regulations.  Any use of the services described herein in a manner that is not promoted is expressly prohibited and may be grounds for immediate termination and further legal action.  The Company has no obligation to monitor the Program or any communications; however, the Company may choose to do so and block any email messages, remove any such content, or prohibit any use of the Program.  Referrers who do not comply with the law, including anti-spam laws, are obligated to indemnify the Company and any Released Entities against any liabilities, costs and expenses it incurs as a result of such spam.

12.     Sign-In Credentials. Users are responsible for maintaining the confidentially of any sign-in credentials and are fully responsible for all activities that occur through the use of them.  Users agree to notify the Company immediately if they suspect unauthorized access to their account.  Users agree that the Company will not be liable for any loss or damage arising from unauthorized use of their credentials.

13.     Customer Relationship. Customers who purchase products and services through the Program will be deemed to be customers of Paylocity. Accordingly, all rules, policies, and operating procedures concerning customer licenses and services will apply to those customers, and customers shall enter into a separate contractual relationship with Paylocity for Paylocity’s services. Paylocity may change its policies, pricing structure and/or operating procedures at any time and at its sole discretion. Paylocity will have the right to contact these customers and send future marketing offers to them.

14.     Confidentiality. In the event that any information is disclosed to the Affiliate through the Affiliate’s participation in the Program related in any way to Paylocity and its business which Paylocity deems to be confidential and proprietary, the Affiliate agrees to hold such information in the strictest of confidence and not to disclose such information to any other party or to use any such information for the Affiliate’s own purposes. Confidential information will include any information regarding Paylocity’s changes or modifications to these Terms or this Program (which Paylocity shall have no obligation to make) or any special treatment that the Affiliate may receive (which Paylocity reserves the right to provide in its sole discretion to any affiliate). Confidential information shall also include any and all information related to Paylocity’s business, business plans, marketing plans, user statistics, financial information, pricing, profits, membership information, affiliations, sales information, and all other information which Paylocity considers to be confidential and proprietary.

15.     Governing Law. These Terms shall be governed by the laws of the State of Illinois without regard to its conflicts of law principles.

16.     Privacy. The personal information collected, processed and used by Company as part of the Program will be used in accordance with Company’s privacy policies, which can be found here: https://www.paylocity.com/who-we-are/protecting-our-clients/privacy-center/.  You acknowledge and agree: (a) that you are an independent controller (as defined under applicable data protection laws) of the personal information that you collect, process or share pursuant to the Terms; (b) shall individually determine the purposes and means of processing of personal information; and (c) shall comply with the obligations applicable to you under applicable data protection laws with respect to the processing of personal information. The Parties agree that they are acting independently as a controller and not joint controllers as defined under applicable data protection laws. Nothing in this Section 2 shall modify any restrictions applicable to either Party’s rights to use or otherwise process personal information under the Terms.

17.     Arbitration. The parties will attempt in good faith to resolve through negotiation any dispute, controversy or claim arising out of or relating to these Terms, or the breach thereof (collectively, “Dispute”). Any party may initiate negotiations by providing written notice to the other party. If the parties do not resolve the Dispute within 30 days after delivery of written notice thereof (or such other period and any extensions agreed to by the parties), then, upon written notice by either party to the other party, such Dispute shall be finally settled by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules. Judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The panel shall consist of one (1) arbitrator, selected by agreement in writing between the parties, and the place of arbitration shall be Illinois. The arbitrator will apply the substantive laws of Illinois and the United States. Each party shall bear its own costs and expenses and an equal share of the arbitrators’ and administrative fees of arbitration.

18.     Term and Termination. The term of this Agreement begins at your acceptance of these Terms and shall continue for as long as you are an Affiliate. Either party hereto may terminate Affiliate’s participation in the Program for any reason on sixty (60) days’ written notice. Such notice to Paylocity shall be sent by email to LegalNotices@paylocity.com. Termination results in the immediate closure of the Affiliate’s access to the Program, in the form of and if the Affiliate breaches any term or condition of these Terms, the loss of all rights regarding referrals and the forfeiture of any unpaid commissions that remain in connection with the breach of these Terms. In addition, upon termination, all rights and obligations will immediately terminate except that any terms or conditions that by their nature should survive such termination will survive, including terms and conditions relating to intellectual property rights and confidentiality, disclaimers, indemnification, limitations of liability and termination, dispute resolution.

19.     Relationship of the Parties. The parties are independent contractors, and nothing in these Terms will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. The Affiliate has no authority to make or accept any offers or representations on Paylocity’s behalf. The Affiliate will not make any statement, whether on its sites or otherwise, that reasonably would contradict the foregoing.