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Terms & Conditions

Paylocity API End User License Agreement

This API License Agreement (this "Agreement") is a binding contract between you ("you" or "your") and Paylocity Corporation ("Company," "we," or "us"). This Agreement, and the API Documentation, if any, govern your access to and use of Company application programming interfaces.

BY SUBMITTING AN ORDER FORM OR OTHER TRANSACTION DOCUMENT OR BY ACCESSING OR USING AN API, YOU:

  1. ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT;
  2. REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS AGREEMENT
  3. REPRESENT AND WARRANT THAT YOU ARE ACCEPTING THIS AGREEMENT ON BEHALF OF A COMPANY THAT IS A CLIENT OR PARTNER, AS DEFINED BELOW; AND
  4. ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS. IF YOU DO NOT ACCEPT THESE TERMS, YOU MAY NOT ACCESS OR USE ANY API.

1. Definitions.

  1. "API" means the specific Company application programming interface and any associated API Documentation made available by Company.
  2. "API Documentation" means the documentation for a specific API described here, as may be updated from time to time.
  3. "API Key" means the security key Company makes available for you to access an API, if any.
  4. “Client” means an entity that is a current Company client subject to a subscription services or similar agreement.
  5. "Company Marks" means Company's proprietary trademarks, trade names, branding, or logos made available for use in connection with an API pursuant to this Agreement.
  6. "Company Offering" means Company's cloud-based payroll and human resources platform and associated functionality.
  7. “Integration” means any application developed by you to communicate and interact with an API.
  8. “Integration Service Provider” means a third-party engaged as a subcontractor of Client to create one or more Integrations for Client.
  9. “Partner” means an entity that is a current Company Partner with an active Partner Agreement.
  10. “Term” has the meaning set forth in Section 12.

2. License Grants.

  1. License to Clients. Subject to and conditioned on your compliance with all of the terms and conditions in this Agreement, we hereby grant you a limited, revocable, non-exclusive, non-transferable license during the Term to: (a) use the API to develop one or more Integrations that will communicate and interoperate with the Company Offering solely for your internal business use; and (b) display certain Company Marks in compliance with usage guidelines that we may specify from time to time solely in connection with the use of the API and the Company Offerings and not in connection with the advertising, promotion, distribution, or sale of any other products or services, and (c) grant a sublicense to one (1) or more Integration Service Providers, provided that Client has an agreement in place with each such Integration Service Provider. Such agreement must be at least as protective of Company as this Agreement and require that any Integration created by such Integration Service Provider be made available solely to Client and to no other customers of the Company Offerings or other third parties.
  2. License to Partners. Subject to and conditioned on your compliance with all of the terms and conditions in this Agreement, we hereby grant you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license during the Term to: (a) use the API to develop one or more Integrations for customers of Company Offerings provided that Partner has an agreement in place with each such customer of the Company Offerings and such agreement is at least as protective of Company as this Agreement, and requires such customer of the Company Offerings to use the Integration solely for its internal use; or (b) display certain Company Marks in compliance with usage guidelines that we may specify from time to time solely in connection with the use of the API and the Company Offerings and not in connection with the advertising, promotion, distribution, or sale of any other products or services.
  3. You acknowledge that there are no implied licenses granted under this Agreement. We reserve all rights that are not expressly granted. You may not use any API or any Company Mark for any other purpose without our prior written consent. If applicable, you must obtain an API Key through a registration process we make available. You may not share any API or any API Key with any third party, must keep the API and your API Key and all log-in information secure, and must use the API Key as your sole means of accessing the API, if applicable. Your API Key, if any, may be revoked at any time by us.

3. Use Restrictions. Except as expressly authorized under this Agreement, you may not:

  1. copy, modify, or create derivative works of an API, in whole or in part;
  2. rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available an API;
  3. reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of an API, in whole or in part;
  4. remove any proprietary notices from an API;
  5. use an API in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law.
  6. combine or integrate an API with any software, technology, services, or materials not authorized by Company.
  7. design or permit an Integration to disable, override, or otherwise interfere with any Company-implemented communications to end users, consent screens, user settings, alerts, warning, or the like;
  8. use an API in any Integration to replicate or attempt to replace the user experience of the Company Offering; or
  9. attempt to cloak or conceal your identity or the identity of the Integration when requesting authorization to use an API.

You will comply with all terms and conditions of this Agreement, all applicable laws, rules, and regulations, and all guidelines, standards, and requirements, and any API Documentation that may be posted from time to time. In addition, you will not use an API in connection with or to promote any products, services, or materials that constitute, promote, or are used primarily for the purpose of dealing in spyware, adware, or other malicious programs or code, counterfeit goods, items subject to U.S. embargo, unsolicited mass distribution of email ("spam"), multi-level marketing proposals, hate materials, hacking, surveillance, interception, or descrambling equipment, libelous, defamatory, obscene, pornographic, abusive, or otherwise offensive content, stolen products, and items used for theft, hazardous materials, or any illegal activities.

4. Integrations. You agree to monitor the use of the Integrations for any activity that violates applicable laws, rules, and regulations or any terms and conditions of this Agreement, including any fraudulent, inappropriate, or potentially harmful behavior, and promptly restrict any offending users from further use of the Integration. You agree to provide a resource for users of your Integration to report abuse of the Integrations. As between you and us, you are responsible for all acts and omissions of Integration end users and their use of an API, if any. You agree that you are solely responsible for posting any privacy notices and obtaining any consents from end users of the Integration required under applicable laws, rules, and regulations for their use of the Integrations. You agree that your use of the Company Marks in connection with this Agreement will not create any right, title, or interest in or to the Company Marks in favor of you, and all goodwill associated with the use of the Company Marks will inure to the benefit of Company.

5. No Support; Updates. During the Term, Company will answer questions about the API and the API Documentation via email, in the English language, at [email protected] (“Support”). Support shall not include any development assistance with respect to any Integration or any testing support. WE PROVIDE SUPPORT ON AN AS-IS, AS-AVAILABLE BASIS WITH NO WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED. You acknowledge that we may update or modify the APIs from time to time and at our sole discretion (in each instance, an "Update") and may require you to obtain and use the most recent version of the API. Updates may adversely affect how the Integrations communicate with the Company Offering. You must make any changes to the Integrations required for integration as a result of such an Update at your sole cost and expense. Your continued use of an API following an Update constitutes binding acceptance of the Update and this Agreement.

6. Fees. You acknowledge and agree that Company may charge license fees for the APIs in exchange for the rights granted under this Agreement. Such fees may change from time to time. You agree to pay such fees in the manner set forth in your subscription agreement, partner agreement, order form, or other transaction document, as applicable. Notwithstanding anything to the contrary in such documents, in no event will we refund fees paid pursuant to this Section 6.

7. Collection and Use of Your Information. We may collect certain information through the API or the Licensor Offering about you or any of your employees, contractors, or agents. By accessing, using, and providing information to or through an API or the Company Offering, you consent to all actions taken by us with respect to your information in compliance with the then-current version of our Notice of Privacy Practices for Clients and Business Contacts available here.

8. Intellectual Property Ownership; Feedback. You acknowledge that, as between you and us, (a) we own all right, title, and interest, including all intellectual property rights, in and to the APIs, the Company Offering, and the Company Marks and (b) you own all right, title, and interest, including all intellectual property rights, in and to the Integrations, excluding our rights described in Section 8(a). You will use commercially reasonable efforts to safeguard the APIs (including all copies thereof) from infringement, misappropriation, theft, misuse, or unauthorized access. You will promptly notify us if you become aware of any infringement of any intellectual property rights in any API and will fully cooperate with us, in any legal action taken to enforce our intellectual property rights. If you or any of your employees, contractors, and agents sends or transmits any communications or materials to us by mail, email, telephone, or otherwise, suggesting or recommending changes to an API, or the Company Offering, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like ("Feedback"), all such Feedback is and will be treated as non-confidential. You hereby assign to us all right, title, and interest in, and we are free to use, without any attribution or compensation to you or any third party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although we are not required to use any Feedback.

9. Disclaimer of Warranties. THE API, API DOCUMENTATION, AND COMPANY MARKS ARE PROVIDED "AS IS" AND COMPANY SPECIFICALLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. COMPANY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. COMPANY MAKES NO WARRANTY OF ANY KIND THAT THE API, THE API DOCUMENTATION, OR COMPANY MARKS, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET YOUR OR ANY OTHER PERSON'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY OF YOUR OR ANY THIRD PARTY'S SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.

10. Indemnification. You agree to indemnify, defend, and hold harmless Company and its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including attorneys' fees, arising from or relating to (a) your use or misuse of an API, (b) your breach (or, if you are a Partner, your Integration customer's breach) of this Agreement, and (c) the Integrations, including any end user's use thereof. In the event we seek indemnification or defense from you under this provision, we will promptly notify you in writing of the claim(s) brought against us for which we seek indemnification or defense. We reserve the right, at our option and in our sole discretion, to assume full control of the defense of claims with legal counsel of our choice. You may not enter into any third-party agreement that would, in any manner whatsoever, constitute an admission of fault by us or bind us in any manner, without our prior written consent. In the event we assume control of the defense of such claim, we will not settle any such claim requiring payment from you without your prior written approval which shall not be unreasonably withheld.

11. Limitations of Liability. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL WE BE LIABLE TO YOU OR ANY THIRD PARTY UNDER ANY TORT, CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHER LEGAL OR EQUITABLE THEORY FOR (a) ANY LOST PROFITS, LOST OR CORRUPTED DATA, COMPUTER FAILURE OR MALFUNCTION, INTERRUPTION OF BUSINESS, OR OTHER SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF THE USE OR INABILITY TO USE THE API; OR (b) ANY DAMAGES, IN THE AGGREGATE, OFMORE THAN FIFTY DOLLARS, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES AND WHETHER OR NOT SUCH LOSS OR DAMAGES ARE FORESEEABLE OR COMPANY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ANY CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THIS AGREEMENT MUST BE BROUGHT WITHIN ONE (1) YEAR AFTER THE OCCURRENCE OF THE EVENT GIVING RISE TO SUCH CLAIM.

12. Term and Termination. The term of this Agreement commences on the earlier of (a) when you access the API, or (b) when you submit an order form or other transaction document and will continue in effect until terminated in accordance with this Section 12 (“Term”). We may immediately terminate or suspend this Agreement, any rights granted herein, and/or your licenses under this Agreement, in our sole discretion at any time and for any reason, upon notice to you. If you are a Client, you must provide us sixty (60) days’ prior written notice of your intent to terminate this Agreement. If you are a Partner, you must provide us ninety (90) days’ prior written notice of your intent to terminate this Agreement and, during the twelve (12) month period following such termination, you must continue to either provide support for the Integration for any Integration customers or provide such Integration customers with reasonable transition assistance to a new Integration. Upon termination of this Agreement for any reason, all licenses and rights granted to you (including any sublicenses granted by Client to Integration Service Providers) under this Agreement will also terminate and, except as required for Partners to comply with the provisions of this Section 12, you must cease using, destroy, and permanently erase from all devices and systems you directly or indirectly control all copies of the API. Any terms that by their nature are intended to continue beyond the termination or expiration of this Agreement will survive termination. Termination will not limit any of Company's rights or remedies at law or in equity.

13. Export Regulation. The APIs may be subject to US export control laws, including the Export Control Reform Act and its associated regulations. You will not, directly, or indirectly, export, re-export, or release any API to, or make any API accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation. You will comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), before exporting, re-exporting, releasing, or otherwise making any API available outside the US.

14. US Government Rights. Each API is a "commercial product" as that term is defined at 48 C.F.R. § 2.101, consisting of "commercial computer software" and "commercial computer software documentation" as such terms are used in 48 C.F.R. § 12.212. Accordingly, if you are an agency of the US Government or any contractor therefor, you receive only those rights with respect to an API as are granted to all other end users under license, in accordance with (a) 48 C.F.R. § 227.7201 through 48 C.F.R. § 227.7204, with respect to the Department of Defense and their contractors, or (b) 48 C.F.R. § 12.212, with respect to all other US Government licensees and their contractors.

15. Modifications. You acknowledge and agree that we have the right, in our sole discretion, to modify this Agreement from time to time. You will be notified of modifications through notifications or posts on our websites or through a direct email communication from us at the email address you have provided. You will be responsible for reviewing and becoming familiar with any such modifications. However, any changes to the dispute resolution provisions set out in Section 17 will not apply to any Disputes, as defined therein, arising on or before the date any modification thereto is made available to you.

16. Governing Law. This agreement is governed by and construed in accordance with the internal laws of the State of Illinois without giving effect to any choice of conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of Illinois.

17. Dispute Resolution.

  1. Escalation Process. If the parties cannot resolve any dispute in any way arising from or relating to this Agreement, including any API Document, order form, or other transaction document associated herewith (each a “Dispute”), by mutual agreement, then either party shall be entitled to escalate the matter to the appropriate executive management level within each party’s organization to resolve such Dispute. Executive management of each party will use commercially reasonable efforts to resolve the Dispute within ten (10) calendar days of escalation.
  2. Arbitration. If a Dispute is not resolved to the satisfaction of both parties in accordance with Section 17(a), within thirty (30) calendar days from the date of escalation, the Parties will submit such Dispute to arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules and judgment on the award rendered may be entered in any court of competent jurisdiction. Claims shall be heard by a single arbitrator. The arbitrator shall have experience with software development agreements. Time is of the essence for any arbitration under this agreement, and arbitration hearings shall take place within ninety (90) days of filing and awards rendered within one hundred twenty (120) days. The arbitrator shall agree to these limits before accepting an appointment. Pursuant to the Commercial Arbitration Rules, the arbitrator will have the authority to allocate the costs of the arbitration process among the Parties but will only have the authority to allocate attorneys' fees if a particular law permits them to do so. Except as may be required by law, neither a party nor an arbitrator may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of both Parties. Notwithstanding the foregoing, Company reserves the right to seek injunctive relief in any court of competent jurisdiction.

18. Miscellaneous. This Agreement constitutes the entire agreement and understanding between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter. In the event of a conflict between this Agreement and any subscription agreement or partner agreement in effect between you and us, the terms of this Agreement shall prevail solely with respect to the subject matter hereof. Any notices to us must be sent to our corporate headquarters address at 1400 American Lane, Schaumburg, IL 60173, ATTN: General Counsel, and must be delivered either in person, by certified or registered mail, return receipt requested and postage prepaid, or by recognized overnight courier service, and are deemed given upon receipt by us. Notwithstanding the foregoing, you hereby consent to receive electronic communications from us. These electronic communications may include notices about applicable fees and charges, transactional information, and other information concerning or related to the API or API Documentation. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that such communications be in writing. The invalidity, illegality, or unenforceability of any provision herein does not affect any other provision herein or the validity, legality, or enforceability of such provision in any other jurisdiction. Any failure to act by us with respect to a breach of this Agreement by you or others does not constitute a waiver and will not limit our rights with respect to such breach or any subsequent breaches. This Agreement may not be assigned or transferred for any reason whatsoever without our prior written consent, and any action or conduct in violation of the foregoing will be void and without effect. We expressly reserve the right to assign this Agreement and to delegate any of our obligations hereunder.

Rev. July 31, 2023

Paylocity Developer Tools Terms of Service

This PAYLOCITY DEVELOPER TOOLS TERMS OF SERVICE (this “Agreement”) is a binding contract between you (“you,” “Developer,” or “your”) and Paylocity Corporation ("Company," "we," or "us"). This Agreement governs your access to and use of applicable application programing interfaces (“APIs”), development tools, and environment. 

BY REGISTERING AN ACCOUNT AND/OR LOGGING INTO THAT ACCOUNT ON THE PAYLOCITY PLATFORM, YOU REPRESENT AND WARRANT THAT YOU (A) HAVE READ AND UNDERSTAND THE TERMS OUTLINED IN THIS AGREEMENT; (B) HAVE THE RIGHT, POWER, AND AUTHORITY TO AGREE TO THESE TERMS OF SERVICE; AND (C) HEREBY ACCEPT AND CONSENT TO BE BOUND BY ALL OF ITS TERMS AND CONDITIONS. SHOULD YOU DISAGREE WITH ANY PART OF THESE TERMS, YOU ARE ADVISED NOT TO PROCEED WITH THE ACCOUNT REGISTRATION OR ACCESS THE PLATFORM. INSTEAD, PLEASE DISCONTINUE THE REGISTRATION PROCESS AND REFRAIN FROM USING OUR SERVICES.

1. Definitions:

Capitalized terms not defined in this section are defined elsewhere in this Agreement.

  1. “Application(s)” means one or more software application programs developed by Developer with reference to the Paylocity Materials, including bug fixes, updates, upgrades, new releases and new versions of such software application programs.
  2. “Client” means a licensed user of the Paylocity Software.
  3. “Client Agreement” means Developer’s then-current end user license agreement between Developer and each applicable Client, which must comply with the minimum developer end user license agreement guidelines attached as Exhibit A, pursuant to which Developer shall make the Applications available to Clients.
  4. “Client Authorization” means the written authorization, in a form determined by Paylocity, by which a Client may elect to authorize a Developer to access such Client’s (a) Production Environment of the Paylocity Software for the purposes of connecting an Application to designated and integrated Client Endpoints hereunder and pursuant to Developer’s separate agreement with such applicable Client, and/or (b) Non-Production Environment for the purposes of developing and/or testing an Application.
  5. “Derivative Work” means a work that is based upon one or more preexisting works, such as a revision, modification, translation, abridgement, condensation, expansion, or any other form in which such preexisting works may be recast, transformed, or adapted, and that, if prepared without authorization of the owner of the copyright in such preexisting work, would constitute a copyright infringement under the United States Copyright Act.
  6. “Developer Community” means the Paylocity developers’ online community moderated by Paylocity and made available to developers for the purpose of facilitating the development of Applications, in which developers can review Paylocity Materials and participate in community-based support.
  7. “Endpoint” means an entry and/or access point to a Paylocity Service, process, queue or topic and/or feed defined by Paylocity to which a Developer may connect an Application and/or execute a request for Paylocity to perform one or more actions and return a predetermined dataset. 
  8. “Integration Agreement” means that certain agreement, or Order Form, entered between Paylocity and Developer, wherein Paylocity defines the applicable program fees to develop an integration of Developer’s Application against Paylocity’s APIs.
  9. “Intellectual Property Rights” means all brand names, trademarks, service marks, trade names, logos, copyrights, patents, licenses, designs and rights in a design, look and feel, know-how, trade secrets, inventions, technical data, concepts, ideas, moral rights and all other similar property, whether or not registered, in the course of being registered or unregistered and any analogous rights worldwide.
  10. “Non-Production Environment” means a single, non-production instance of the Paylocity Software with access only to Paylocity’s APIs, which is made available to developers by Paylocity for the purposes of developing and testing Applications. All other non-production environments are made available at Paylocity’s sole discretion and at the then prevailing rates prescribed by Paylocity, if applicable.
  11. “Paylocity Certification” means the process by which Paylocity reviews each Application and determines in its sole discretion whether it meets certain interoperability criteria for the Paylocity Software as a precondition to any such Application being enabled to access any API in a Production Environment.
  12. “Paylocity Materials” means any and all Paylocity materials made available by Paylocity to Developer through the Developer Community or otherwise pursuant to this Agreement, from time to time, including but not limited to program support resources and other related information. As between the parties, any Client materials provided by Paylocity to Developer hereunder (if any) shall be deemed Paylocity Materials for purposes of this Agreement.
  13. “Paylocity Properties” means the Paylocity Services, Paylocity API Documentation, Paylocity trademarks, Paylocity Materials, Paylocity’s Confidential Information and other technologies, information, and materials made available by Paylocity to Developer under this Agreement.
  14. “Paylocity Registered Developer Program” means the program contemplated by this Agreement, in which a developer, upon acceptance by Paylocity, may register with Paylocity and upon execution of the applicable agreements, be provided access to the Developer Community, a single non-production instance of Paylocity Software for development and testing purposes, if applicable, and the Paylocity Materials for the purposes of developing one or more Applications subject to the terms hereof.
  15. “Paylocity Software” means the Paylocity Services software and related platforms provided on a software-as-a-service basis, and all future versions and derivative products.
  16. “Personally Identifiable Information” means any information that identifies, relates to, describes, is capable of being associated with, or could reasonably be linked, directly or indirectly, with a particular individual or household that Paylocity provides or discloses to Developer or that Developer otherwise collects, stores, or processes on behalf of Paylocity in connection with the Agreement.
  17. “Production Environment” means a live instance of the Paylocity Software in which services to a Client are performed.
  18. “Third-Party Materials” means materials and information, in any form or medium, including any software, documents, data, content, specifications, products, equipment, or components of or relating to the Integration that are not proprietary to Developer, specifically excluding any open source software.

2. Developer’s License to Use the Paylocity Materials:

  1. Paylocity Materials are Licensed Solely for Developer’s Individual Use - Developer shall use the Paylocity Materials solely in accordance with the terms of this Agreement. Developer may not provide, directly or indirectly, the Paylocity Materials (or any copy, portion, extract or summary thereof), or provide or facilitate access to the Developer Community to any other individual or third party, other than to employees or independent contractors of Developer (collectively, a “Third Party”) having a need to review such Paylocity Materials, or to access the Developer Community, for the sole purpose of facilitating Developer’s development of an Application, subject at all times to the below provisions of Section 2(ii).
  2. Disclosure of Paylocity Materials to Third Parties - Developer acknowledges and agrees that it shall not, under any circumstances or for any reason, disclose the Paylocity Materials, or any copy, portion, extract or summary thereof to any Third Party, or facilitate any Third Party to access the Developer Community without Paylocity’s prior written consent, which consent shall be conditioned upon, without limitation, the execution of a Nondisclosure and Confidentiality Agreement satisfactory to Paylocity between Paylocity and such Third Party. Developer further acknowledges and agrees that Developer’s failure to adhere to the provisions of this Section 2(ii) shall be deemed to be a material, non-curable breach of this Agreement, which, among other things, shall result in immediate termination of this Agreement and termination of Developer’s access to the Developer’s website, any instance(s) of the Paylocity Software to which Developer has been granted access and the Paylocity Materials. Paylocity reserves all rights to seek any and all remedies available at law and in equity arising from any such breach.
  3. License for Paylocity Materials
  4. Internal Use of Paylocity Materials - Subject to the terms and conditions of this Agreement, Paylocity hereby grants to Developer a non-exclusive, non-transferable, non-sublicensable, revocable, personal license to internally use the Paylocity Materials solely for the purpose of developing and testing Applications, and not for purposes of any distribution, commercial or otherwise, until such time, if ever, as (i) the Application has received Paylocity Certification, (ii) a Client has executed a Paylocity Automated Data Exchange Form in a Client Agreement and (iii) Paylocity and Developer have executed an Technology Partner Agreement or Customer Agreement, as applicable, for such Client, and (iv) any other terms and conditions required by Paylocity pursuant to Paylocity Certification, and then only in strict adherence to the terms, conditions and restrictions set forth in this Agreement. EXCEPT AS EXPRESSLY PERMITTED IN THIS AGREEMENT, DEVELOPER MAY NOT SUBLICENSE, PROVIDE, OR REDISTRIBUTE ANY PORTION OF THE PAYLOCITY MATERIALS TO ANY THIRD PARTY ; 
  5. Reservation of Rights - Except as expressly provided herein, no other right or license is granted by Paylocity to Developer under this Agreement. As between the parties, all rights not expressly granted hereunder are expressly reserved to Paylocity, its licensors and the Clients. 
  6. No Endorsement - Developer acknowledges and agrees that irrespective of whether any Application developed by Developer is certified by Paylocity, unless Developer receives the express prior written authorization of Paylocity, Developer will not: (a) market any Application in any manner which implies that Paylocity or its suppliers endorse such Application; or (b) use any Paylocity trademark or other image or likeness (e.g., photograph, drawing, etc.) of a Paylocity product for any purpose (including, without limitation, in any advertisements, on Developer’s website, or within or on the packaging, marketing materials or collateral for any Applications).
  7. Third-Party Materials - Certain portions of the Paylocity Materials may be provided by third parties, including other developers participating in the Paylocity Registered Developer Program. Such third parties may require separate or different terms for use of their materials. In connection therewith, Developer acknowledges that it may be required to agree to any applicable terms and conditions provided to it through an email notification, a posting on the Developer Community, via a click-through agreement or other mechanism required by such third party to access and use applicable portions of the Paylocity Materials (if any).
  8. General Restrictions - Except as expressly provided herein, Developer shall not (and shall not allow or enable any third party, including end users of its Application(s) to):
    1. Copy, modify, create a Derivative Work of, sublicense, rent, sell, lease or otherwise transfer or distribute the Paylocity Materials, or any portion, extract or summary thereof, to any person or entity, except as expressly provided in this Agreement; 
    2. Decompile, disassemble, or otherwise reverse engineer or attempt to reconstruct or discover any source code or underlying ideas or algorithms of the Paylocity Materials, the Paylocity Software, any APIs or services made available hereunder, and any other Paylocity Property, by any means whatsoever; 
    3. Remove any product identification, legal, copyright, trademark or other proprietary rights notices contained in the Paylocity Materials or any other Paylocity Property; 
    4. Engage in any activity with the Paylocity Materials, including development and distribution of an Application, that interferes with, disrupts, damages or accesses in an unauthorized manner the Paylocity Software, and/or the servers, networks, or other properties or services of Paylocity or any third party; 
    5. Use the Paylocity Materials or any Paylocity Property for any fraudulent, unlawful or illegal activity, including developing an Application that would commit or facilitate the commission of a crime, or other tortious, unlawful, or illegal act; 
    6. Use the Paylocity Materials or any Paylocity Property to defame, abuse, harass, stalk, threaten or otherwise violate the law or rights of others, including developing an Application that would facilitate any such activities; 
    7. use the Paylocity Materials or any Paylocity Property to use, display, transmit or otherwise make available content that, with any part of the Paylocity Materials as determined by Paylocity in its sole discretion, promotes disruptive commercial messages or advertisements, including developing an Application that would facilitate any such activities; 
    8. Sell, lease, with any part of the Paylocity Materials as determined by Paylocity in its sole discretionary, transfer, sublicense or derive income from the use or provision of the Client Endpoints, whether for direct commercial or monetary gain or otherwise, without Paylocity’s prior written permission in its sole discretion. If Developer wishes to monetize the Integrations, it shall enter into a Technology Partner Agreement with Paylocity, setting forth the terms of any revenue share between the parties; and
    9. Use any API in a manner that exceeds the applicable maximum number of API requests that a user, application, or device is allowed to make within a specified time period  (the “API Rate Limit”), constitutes excessive or abusive usage with any part of the Paylocity Materials as determined by Paylocity in its sole discretion, or otherwise fails to comply with or is inconsistent with any part of the Paylocity Materials as determined by Paylocity in its sole discretion. Paylocity API Rate Limit information is described at https://developer.paylocity.com/integrations/reference/rate-limits-weblink (for weblink APIs) and https://developer.paylocity.com/integrations/reference/rate-limits (for next-generation APIs).

3. Developer’s Ownership and Ability to Distribute Its Applications:

  1. Ownership of Applications -  Developer shall retain all rights, title and interest in and to Applications and all Intellectual Property Rights therein. Paylocity obtains no right, title or interest from Developer under this Agreement in or to any Application that Developer develops except to the extent expressly set forth herein. Further, Developer acknowledges and agrees that nothing in this Agreement shall be construed as limiting Paylocity’s right to develop, license or otherwise acquire the rights to, and make commercially available to Clients and/or other end users, products that compete with Developer’s Application(s).
  2. Paylocity Certification - Developer will submit each Application to Paylocity for Paylocity Certification review. 
    1. Review of Application. Upon receipt of each Application, Paylocity shall provide confirmation of such receipt within one week. Paylocity shall Review and test the Application to confirm whether the Application is consistent with Paylocity’s then-current standards, including but not limited to the Paylocity Materials, and as amended from time to time during the Term. The timeline for Application review and testing will depend on the then-existing volume of certification review requests. Developer acknowledges and agrees that Paylocity may grant or deny Paylocity Certification in its sole discretion. 
    2. No Use of Application Prior to Certification. Developer acknowledges and agrees that it shall not use or attempt to use any Application in any Production Environment prior to receipt of Paylocity Certification, if Paylocity deems Paylocity Certification is required. Developer further acknowledges that any use or attempted use of an Application prior to Paylocity Certification is a material, non-curable breach of this Agreement. 
  3. Integration - Developer understands that Developer’s Applications, even upon receipt of Paylocity Certification, may not necessarily properly operate with the Client Endpoints until such time as Paylocity has enabled such Application to be interoperable with a specific Client’s Endpoint. Configuration of Client Endpoints shall be provisioned on a per-Application, per-Client basis, following receipt by Paylocity of all appropriate Client Authorizations and Developer has executed an Integration Agreement provided by Paylocity and paid Paylocity all applicable fees. The Integration Agreement shall run conterminously and be subject to all the terms of this Agreement. Developers must assume all costs set forth in the Integration Agreement. Upon reasonable request by the Developer, Paylocity will provide an estimate of program fees or an outline of the said Integration Agreement. The outline is not binding on either party and is subject to change based on outcome and delivery of Developer’s Application. Pursuant to the confidentiality terms of this Agreement, program fees set forth in the Integration Agreement must not be shared by the Developer with Client(s) or Paylocity’s and/or Developer’s prospects. Paylocity reserves the right to require certification of Developer’s Application(s). In the event Paylocity exercises its right to certify Developer’s Application, then only upon certification of Developer’s Application and payment of applicable program fees will Paylocity provide activation of a designated Client’s Production Environment Endpoint, notwithstanding the terms and conditions applicable to such activation. Paylocity’s requirements for integration are set forth at Integration Requirements. 
  4. Developer Hosting, Systems and Infrastructure - Developer acknowledges that it shall be solely responsible for providing and maintaining all services and infrastructure necessary to make any of its Application(s) available to any Client, including but not limited to computer servers and associated software, hosting services and data connectivity. 
  5. Suspension of Access - Developer agrees that following deployment of any of Developer’s Application(s) hereunder, Paylocity reserves the right, in its sole discretion, to either suspend Developer’s access to any Production Environment and/or require that any such Application(s) be recertified, as a result of, but not limited to, any of the following: 
    1. An application being substantially updated (e.g. a major release); 
    2. An application introducing the use of one or more new Paylocity APIs, Paylocity Services, or any third-party API; 
    3. If applicable, an application exhibiting behavior inconsistent with use cases presented by Developer during Paylocity Certification review; 
    4. An application being suspected of compromising the integrity of any Paylocity system, including but not limited to the Paylocity Software; 
    5. An application being suspected of adversely impacting the performance of any Paylocity system, including but not limited to the Paylocity Software; 
    6. An Application’s Certification being revoked by Paylocity for any reason; 
    7. At the Developer’s request; 
    8. As may be required for regulatory compliance, including but not limited to PCI-DSS and/or PA-DSS (as such terms are hereafter defined); 
    9. Developer’s suspension from or extended inactivity in the Paylocity Registered Developer Program. 

4. Privacy, PCI Standards, Disabling Code:

  1. Use of Personally Identifiable Information
     
    1. If any public-facing Application accesses, uses, associates or collects information that constitutes Personally Identifiable Information under applicable law from end users, Developer must disclose such activities to each end user and obtain each end user’s consent in a manner consistent with applicable law before allowing the Application to perform such activities. Developer shall indemnify, defend and hold Paylocity, its officers, directors, owners, employees and agents harmless from any breach by Developer of this provision, or any action brought by any third party arising from Developer’s collection, use and storage of any such Personally Identifiable Information.
    2. If Developer acquires the ability to access, accesses, or is otherwise provided with any Personally Identifiable Information (including without limitation pursuant to a Client Authorization), Developer agrees that it will hold in strict confidence all such Personally Identifiable Information; (b) it will use the Personally Identifiable Information solely for the purposes of (as applicable) developing the Application in connection with Paylocity Certification and/or enabling the Application for the Client; (c) it will only permit access to its employees and other designated individuals who need to know the information to carry out the purposes of this Agreement and the Client Authorization Form (if any); (d) it will only copy the Personally Identifiable Information to the extent necessary to carry out the purposes of this Agreement and the Client Authorization Form (if any); (e) that it shall not, during the term of this Agreement, or any time thereafter, disclose, discuss or otherwise make available to any third-party any Personally Identifiable Information without the express written consent of Paylocity and the Client, and (f) it shall at all times comply with all applicable laws, rules and regulations governing Personally Identifiable Information in any applicable jurisdiction. Notwithstanding anything in this Agreement to the contrary, Developer acknowledges that it does not have the right to use or permit the use of any Personally Identifiable Information acquired through the integration of an Application for any Client for the purpose of compiling, enhancing, verifying, supplementing, adding to, or deleting from any mailing list, geographic or trade directories, classified directories, classified advertising, or other compilation of information which is sold, rented, furnished or in any manner provided to a third party without obtaining prior written consent of the Client. Developer further represents and warrants that it will maintain industry standard data security measures and will immediately notify Paylocity in the event of any breach or suspected breach and that Paylocity, on behalf of the applicable Client, reserves the right to be the only party to notify end users in the event of any breach of Personally Identifiable Information security requiring notice pursuant to any applicable law. Paylocity reserves the right (on its own behalf and on behalf of the Clients) to request that Developer return, delete and/or destroy any Personally Identifiable Information in its possession at any time for any reason and Developer shall comply with any such request within twenty-four (24) hours and, in any event, shall return, delete and/or destroy any Personally Identifiable Information in its possession upon the expiration or termination of this Agreement for any reason unless otherwise agreed in writing by Paylocity in (as between the parties) its sole discretion. 
       
  2. PCI Standards

As between the Parties, Developer represents and warrants that it is fully responsible for the security of data gathered and stored by/within the Applications or otherwise in Developer’s possession. Developer agrees to comply with all applicable state and federal laws and rules in connection with the collection, security and dissemination of any personal, financial, credit card, or transaction information (defined as “Data”) on or via the Applications. Developer agrees that at all times it will be compliant with the Payment Card Industry Data Security Standards (“PCI-DSS” ) and the Payment Application Data Security Standards ( “PA-DSS” ), as applicable. Developer agrees to promptly provide Paylocity with documentation evidencing Developer’s compliance with PCI DSS and/or PA DSS if requested by Paylocity. Developer also agrees that it will use only PCI compliant service providers in connection with the storage, or transmission of credit card Data defined as a cardholder’s account number, expiration date, and CVV2. Developer shall not store magnetic stripe, CVV2 or PIN data at any time. With respect to the collection, storage, and/or transmission of any Personally Identifiable Information and payment card Data of United States residents, Developer acknowledges it (and any third-party service provider engaged by Developer) is and shall at all times be compliant with applicable laws regarding the protection and security of the personal data (as defined therein). 

5. Developer Community and Tools:

  1. Developer Community Information - Paylocity may make optional communication tools, including editorial and community-based support content (“Tools”) available to Developer via the Developer Community. Developer may use such Tools to share information, interact with other developers, and use or contribute information, data, comments, code, or other materials Developer chooses to use, contribute, share or distribute through the Tools (“Developer Community Information” or “DCI”). Paylocity, at its sole discretion, may require Developer to register with Paylocity and/or agree to additional terms and conditions to use any or all of such Tools.
  2. Developer’s License Grant to Community - Developer hereby grants to Paylocity, its affiliates, and any developer with lawful access to the Developer Community (a “Community Developer”), a worldwide, perpetual, irrevocable, non-exclusive, royalty-free, sublicensable (through multiple tiers) and transferable license, under Developer’s Intellectual Property Rights, to use, reproduce, distribute, prepare Derivative Works of, display, perform, modify, adapt, publish and otherwise exploit the DCI which Developer contributes, shares or distributes through use of the Tools (“Developer’s Contribution”) in any media formats and through any media channels now known or later developed. Nothing herein shall require Developer to make any Developer Contribution, which shall be at Developer’s sole discretion. 
  3. No Infringing Material - Developer represents and warrants that Developer’s Contributions will not include any material that is copyrighted, protected by trade secret or otherwise subject to third party Intellectual Property Rights, including privacy and publicity rights, unless Developer is the owner of such rights or has written permission from their rightful owner (and is able to produce a copy of same to Paylocity) to post the material and to grant all of the license rights granted herein. Developer represents and warrants that Developer will faithfully reproduce any copyright or other intellectual property markings which may be required from the owner of any such material. Developer represents and warrants that Developer has the right and authority to grant the rights and licenses granted hereunder.
  4. No Obligation to Post - Developer acknowledges and agrees that Paylocity has no obligation to post or store Developer’s Contribution or the contributions of any other developer, and that Paylocity may at any time delete, change or modify any DCI. Paylocity has no responsibility or liability for the deletion or accuracy of any DCI, including Developer’s Contribution, or the failure to store, transmit or receive transmission of any DCI, or the security, privacy or storage of any DCI.
  5. No Endorsement - Developer acknowledges and agrees that Paylocity does not endorse any DCI or any opinion, recommendation, or advice expressed in any DCI or through the Tools, and Paylocity expressly disclaims any and all liability in connection with DCI. Paylocity does not permit copyright infringing activities and infringement of Intellectual Property Rights through use of the Tools, and Paylocity will remove Developer’s Contribution or any other DCI if properly notified that Developer’s Contribution or any DCI infringes on another’s Intellectual Property Rights. Paylocity reserves the right to remove Developer’s Contribution and any other DCI without prior notice.
  6. USE OF DCI AT DEVELOPER’S RISK - DEVELOPER EXPRESSLY ACKNOWLEDGES AND AGREES THAT DEVELOPER’S USE OF DCI IS AT DEVELOPER’S SOLE RISK. EXCEPT AS EXPRESSLY PROVIDED HEREUNDER, DCI IS PROVIDED “AS IS” AND WITHOUT WARRANTY OF ANY KIND AND Paylocity AND ITS SUPPLIERS EXPRESSLY DISCLAIM ALL WARRANTIES, TERMS AND CONDITIONS, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES, TERMS AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD-PARTY RIGHTS AND SATISFACTORY QUALITY. NEITHER Paylocity NOR ITS SUPPLIERS WARRANT THAT THE DCI IS SUITABLE FOR DEVELOPER’S USE OR THAT DEFECTS OR ERRORS IN THE DCI WILL BE CORRECTED. FURTHERMORE, NEITHER Paylocity NOR ITS SUPPLIERS WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE DCI OR IN TERMS OF ITS CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY Paylocity SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF ANY WARRANTY. THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THE AGREEMENT.

6. Developer’s Licenses to Paylocity:

  1. Limited License to Application - If Developer chooses to submit any Application intended for distribution in executable object code form to Paylocity for review, analysis or assistance, Developer concurrently grants to Paylocity a worldwide, non-exclusive, royalty-free license to use, reproduce, display, perform and distribute the Application in executable object code form, in order to evaluate, test and analyze the Application to the extent necessary to accomplish the intention(s) of this Agreement, including but not limited to providing the Application to Paylocity personnel and third party distribution partners. This Section 6(i) only grants a limited license and is not a sale of the Application or any portion or copy thereof.
  2. License to Developer Data - Developer acknowledges and agrees that certain Applications may access APIs that require Paylocity to pass information generated by Developer’s Application (the “Developer Data”) to third party partners of Paylocity as required by such third-party partners to enable the functionality of the APIs. Developer hereby grants Paylocity a worldwide, non-exclusive, royalty-free license to use, reproduce, display, perform and distribute the Developer Data (including providing Developer Data to third party partners of Paylocity which require such data) solely for the purposes of (i) enabling an Application or any service used by an Application; (ii) monitoring the performance, quality and security of the APIs and Applications; or (iii) improving Paylocity’s products or services. Developer represents and warrants that it has all rights necessary to grant the foregoing rights and that all Developer Data was and will be collected and provided in compliance with all applicable laws, rules and regulations.

7. Support and Maintenance:

  1. Development Support - Provided that Developer participates in the Paylocity Registered Developer Program and is currently in good standing, Paylocity shall make available to Developer all current support resources and Paylocity Materials as published on the Paylocity Website. Notwithstanding any other provisions of this Agreement, Paylocity shall have no obligation to provide any maintenance or support for any of Developer’s Applications certified by Paylocity in accordance with this Agreement.
  2. End User Support - Developer shall be solely responsible for providing training and support to end users of its Applications.

8. Ownership and Trademarks:

  1. Ownership of Paylocity Materials. This Agreement only grants a license and is not a sale, conveyance or any other alienation of the Paylocity Materials or any portion or copy thereof. As between the Parties, Paylocity exclusively owns all right, title and interest in and to Paylocity Materials any updates thereof and all Intellectual Property Rights therein. Paylocity reserves all right, title and interest in and to the Paylocity Materials not expressly granted to Developer under this Agreement, and except for the licenses granted by Paylocity to Developer under this Agreement, no right, title, ownership, interest or license in or to the Paylocity Materials, whether by implication, estoppel or otherwise, is granted, assigned or transferred to Developer under or in connection with this Agreement.
  2. Paylocity Trademarks. Developer acknowledges that Paylocity and/or its affiliates are the sole owners of all trademark rights in the marks used by Paylocity to designate the company itself, its products and/or services. Developer agrees to do nothing inconsistent with such ownership. Developer acknowledges that this Agreement does not grant any rights to use any of the foregoing trademarks or any other trademark of Paylocity or any of its affiliates, even if such marks are included in any of the Paylocity Materials. If Developer receives notice that a third party claims an Intellectual Property Right in particular functionality or code contained in the Paylocity Materials (or their utilization under this Agreement), Developer must notify Paylocity of the same in writing in reasonable detail.

9. Confidentiality:

Each party shall maintain in confidence all Confidential Information (as defined below) disclosed by the other party. Any party disclosing Confidential Information shall be known as the “Disclosing Party” and any party receiving said Confidential Information shall be known as the “Receiving Party.” The Receiving Party shall not use, disclose or grant use of such Confidential Information except as expressly authorized by this Agreement without the prior written consent of the Disclosing Party. The Receiving Party shall not disclose any part of the Confidential Information to any third party, other than its employees or authorized advisers solely for the purpose of performing its obligations under this Agreement. The Receiving Party shall maintain, at a minimum, the same precautions and standard of care which a reasonable person in such business would use to safeguard Confidential Information of its own and its clients or suppliers. The Receiving Party shall promptly notify the Disclosing Party upon discovery of any unauthorized use or disclosure of the Confidential Information. Notwithstanding the foregoing, if Confidential Information is required to be disclosed by law, regulation or court order by either party, such disclosure shall be permitted to the extent legally required, provided that to the extent legally permissible, the Disclosing Party is given reasonable prior notice by the Receiving Party to enable it to seek a protective order or confidential treatment prior to such disclosure by the Receiving Party.

  1. Confidential Information - Shall mean any information, knowledge or data with respect to the Disclosing Party’s business, services, trade secrets, technologies, systems, customers, and sales, marketing and service methods, including but not limited to, the Disclosing Party’s financial information, information relating to past, present or prospective customers, information belonging to the Disclosing Party’s customers, and information of another person or entity which the Disclosing Party is legally obligated to keep confidential. All of the foregoing information, whether oral or written, together with analyses, compilations, studies, notes of conversations, or other documents prepared for or by the Disclosing Party or the Receiving Party that contain or otherwise reflect Confidential Information, is also included within the term Confidential Information. Confidential Information shall not include information that (i) is or becomes generally available to the public other than as a result of disclosure, directly or indirectly, by the Receiving Party, (ii) is obtained by the Receiving Party on a non-confidential basis from a third-party that was not legally or contractually restricted from disclosing such information, (iii) the Receiving Party establishes by documentary evidence was in the Receiving Party’s possession prior to the Disclosing Party’s disclosure, or (iv) the Receiving Party establishes by documentary evidence was or is independently developed by the Receiving Party without using any Confidential Information. Upon the termination or expiration of this Agreement or upon the written request of the Disclosing Party, the Receiving Party shall immediately (1) return to the Disclosing Party all Confidential Information and all copies and abstracts thereof, or (2) destroy all such Confidential Information. The Receiving Party shall certify in writing to the Disclosing Party that the Receiving Party does not retain original copies or abstracts of any Confidential Information or has destroyed all such Confidential Information. For the avoidance of doubt, notwithstanding anything to the contrary herein, the Paylocity Materials and the terms and existence of this Agreement are and shall remain the Confidential Information of Paylocity.
  2. Ownership Rights. Each party hereby acknowledges and agrees that the Disclosing Party shall retain all ownership rights in and to all of its Confidential Information, and nothing contained herein or in any disclosure of Confidential Information shall be construed to grant the Receiving Party any license or other rights in or to any such Confidential Information.

10. Publicity; Marketing:

Developer shall not make any formal public announcements relating to this Agreement e.g., including, but not limited to, any press release or other public announcement, without the prior written approval of Paylocity (and, if applicable, any applicable Client) in its and/or their respective sole discretion.

11. Limited Warranties:

  1. General Warranties - Each party warrants to the other party (a) that it has and will continue to have the full authority to enter into this Agreement and to bind itself legally to its undertakings set forth in this Agreement, and (b) that its entry into this Agreement will not violate any law, statute or regulation, or impose on it any obligations contrary to or otherwise inconsistent with its current obligations to any other party.
  2. Compliance with Laws - Developer further represents and warrants that, in its performance hereunder, Developer and the Application(s) and any other Developer materials provided or developed hereunder shall comply with all applicable laws, regulations and rules of any government body or agency or other competent authority, including all applicable privacy, privacy-related, data security and data security-related laws and regulations (including, in each case, any applicable foreign laws and regulations), and that the Application(s) and any other Developer materials provided or developed hereunder do not infringe on the rights of any other party, however denominated, including without limitation any Intellectual Property Rights of any third party, Paylocity, or any Client.
  3. No Disabling Code - Developer represents and warrants to Paylocity that the users of any Application will not receive or experience any virus, worm, trap door, back door, timer, clock, counter, or other limiting routine, instruction, or design that would modify or erase data or programming or otherwise cause end user’s system to become inoperable or incapable of being used in the full manner for which it was designed and created (collectively, a “Disabling Code”). In the event a Disabling Code is identified, without limiting any other obligation of Developer or right of Paylocity, Developer shall immediately take all steps necessary, at no additional cost to Paylocity or any end user, to restore and/or reconstruct any and all data lost by each effected party as a result of such Disabling Code.
  4. Data Access Authorization - Developer acknowledges and agrees that prior to Paylocity providing any services to Developer which may contain or be comprised of information or confidential data belonging to a Client (“Client Data”), such Client must provide the Client Authorization.
  5. Paylocity Materials - DEVELOPER EXPRESSLY ACKNOWLEDGES AND AGREES THAT:
    1. USE OF THE PAYLOCITY MATERIALS IS AT DEVELOPER’S SOLE RISK AND THE PAYLOCITY MATERIALS ARE PROVIDED “AS IS” AND WITHOUT WARRANTY OF ANY KIND AND PAYLOCITY AND ITS SUPPLIERS EXPRESSLY DISCLAIM ALL WARRANTIES, TERMS AND CONDITIONS, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES, TERMS AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD-PARTY INTELLECTUAL PROPERTY RIGHTS AND SATISFACTORY QUALITY;
    2. NEITHER PAYLOCITY NOR ITS SUPPLIERS WARRANT THAT THE PAYLOCITY MATERIALS ARE SUITABLE FOR DEVELOPER’S USE, THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL OBTAINED BY DEVELOPER THROUGH THE PAYLOCITY MATERIALS WILL MEET DEVELOPER’S EXPECTATIONS, OR THAT DEFECTS IN THE PAYLOCITY MATERIALS WILL BE CORRECTED;
    3. NEITHER PAYLOCITY NOR ITS SUPPLIERS WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE PAYLOCITY MATERIALS OR IN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE;
    4. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED VIA THE DEVELOPER COMMUNITY IS DONE AT DEVELOPER’S OWN DISCRETION AND RISK AND DEVELOPER WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO DEVELOPER’S COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL;
    5. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY PAYLOCITY SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTY. THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT AND NO USE OF ANY PORTION OF THE PAYLOCITY MATERIALS IS AUTHORIZED HEREUNDER EXCEPT UNDER THIS DISCLAIMER.

12. Indemnification:

Developer shall, at its sole expense: (a) indemnify, defend and hold harmless Paylocity, the Clients, Paylocity’s affiliates and their respective officers, directors, employees, agents, suppliers or customers (the “Paylocity Indemnified Parties”) to the extent such claim, suit or proceeding arises out of or is in relation to (1) any breach or claim of breach of any of Developer’s covenants or warranties under this Agreement or (2) by reason of any claims arising from any distribution, license or sale of any Application, including, but not limited to, products liability and intellectual property infringement claims, which are not due to any violation or breach by Paylocity of its covenants under this Agreement; and (b) pay all costs and expenses incurred by Paylocity Indemnified Parties (including other reasonable costs incurred by any Paylocity Indemnified Party, including without limitation reasonable attorney’s fees). Paylocity agrees to notify Developer of, render reasonable assistance (at Developer’s sole expense), and permit Developer to direct the defense or settlement of, such action or claim, except that Developer may not enter into any settlement arrangement which would result in any liability to, or admission of liability by, Paylocity without Paylocity’s prior written consent.

13. Insurance:

Developer shall carry and maintain during the Term, at its own cost and expense, commercial general liability insurance of at least one million U.S. dollars ($1,000,000) per-occurrence with a two- million U.S. dollars ($2,000,000) aggregate covering claims for bodily injury, death, personal injury or property damage. The coverage required herein may be obtained through any combination of primary and excess or umbrella liability insurance. Developer will provide Paylocity with certificate(s) of insurance which evidence such coverage upon reasonable request and provide at least thirty (30) days prior written notice of policy cancellation.

14. Limitation of Liability:

TO THE EXTENT PERMITTED BY LAW, UNDER NO CIRCUMSTANCES SHALL Paylocity, ITS AFFILIATES OR ITS SUPPLIERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, LOSS OF PROFITS OR REVENUE, OR INTERRUPTION OF BUSINESS IN ANY WAY ARISING OUT OF OR RELATED TO THE USE OR INABILITY TO USE THE Paylocity MATERIALS, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT PRODUCT LIABILITY OR OTHERWISE, EVEN IF Paylocity, ITS AFFILIATES OR SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ADDITION, UNDER NO CIRCUMSTANCES SHALL Paylocity, ITS AFFILIATES OR ITS SUPPLIERS BE LIABLE FOR ANY LOSS OR DAMAGE WHICH MAY BE INCURRED BY DEVELOPER AS A RESULT OF (I) ANY RELIANCE PLACED BY DEVELOPER ON THE COMPLETENESS, ACCURACY OF THE SERVICE OR CONTENT, (II) ANY CHANGES WHICH Paylocity OR ITS SUPPLIERS MAY MAKE TO THE Paylocity MATERIALS OR FOR ANY PERMANENT OR TEMPORARY CESSATION IN THE PROVISION OF THE SERVICES PROVIDED THROUGH THE Paylocity MATERIALS (OR ANY FEATURES WITHIN THE SERVICES), (III) THE DELETION OF, CORRUPTION OF, OR FAILURE TO STORE, ANY CONTENT AND OTHER COMMUNICATIONS DATA MAINTAINED OR TRANSMITTED BY OR THROUGH DEVELOPER’S USE OF THE Paylocity MATERIALS; (IV) DEVELOPER’S FAILURE TO PROVIDE Paylocity WITH ACCURATE ACCOUNT INFORMATION; OR (V) DEVELOPER’S FAILURE TO KEEP DEVELOPER’S PASSWORD OR ACCOUNT DETAILS SECURE AND CONFIDENTIAL. TO THE EXTENT PERMITTED BY LAW, IN NO EVENT SHALL PAYLOCITY’S, THE Paylocity CLIENTS’ OR PAYLOCITY’S SUPPLIERS’ TOTAL AGGREGATE LIABILITY EXCEED IN THE AGGREGATE, THE FEES PAID OR PAYABLE TO PAYLOCITY BY DEVELOPER IN THE SIX (6) MONTHS PRECEDING THE CLAIM. 

15. Term and Termination:

  1. Term of Agreement - The term of this Agreement commences when you acknowledge your acceptance of this Agreement by registering an account and/or logging into that account on the Paylocity Platform. Such term will continue in effect until terminated as set forth in this Section. Paylocity may immediately terminate or suspend this Agreement, any rights granted herein, and/or your licenses under this Agreement, in Paylocity’s sole discretion at any time and for any reason, by providing notice to you or revoking access to the Paylocity Materials and Paylocity Trademarks. In addition, this Agreement will terminate immediately and automatically without any notice if you violate any of the terms and conditions of this Agreement. 
  2. Termination - Upon any expiration or termination of this Agreement or upon Paylocity’s written request, Developer shall immediately (a) cease all use of the Paylocity Materials, (ii) return to Paylocity the Paylocity Materials, or destroy the Paylocity Materials and have an officer of Developer certify the destruction of the Paylocity Materials in writing, and (iii) pay to Paylocity all amounts then payable during the Term in accordance with the terms of this Agreement, including but not limited to any minimum fees guaranteed during the Term. The provisions set forth in Section 19(iii) (Survival) below will survive an expiration or termination of this agreement for any reason. 

16. Dispute Resolution:

  1. Escalation Process - If the parties cannot resolve any dispute arising from or relating to this Agreement (a “Dispute”) by mutual agreement, then either party may escalate the matter to the appropriate executives within each party’s organization to resolve such Dispute. Each party will use commercially reasonable efforts to resolve the Dispute within ten (10) calendar days of escalation or such other mutually agreed period.
  2. Arbitration - If a Dispute is not resolved to the satisfaction of both parties in accordance with Section 17(i), within thirty (30) calendar days from the date of escalation, the parties will submit such Dispute to arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules and judgment on the award rendered may be entered in any court of competent jurisdiction. Claims shall be heard by a single arbitrator. The arbitrator shall have experience with software and developer agreements. Time is of the essence for any arbitration under this agreement, and arbitration hearings shall take place within ninety (90) days of filing and awards rendered within one hundred twenty (120) days. The arbitrator shall agree to these limits before accepting an appointment. Pursuant to the Commercial Arbitration Rules, the arbitrator will have the authority to allocate the costs of the arbitration process among the parties but will only have the authority to allocate attorneys' fees if a particular law permits them to do so. Except as may be required by law, neither a party nor an arbitrator may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of both Parties. The Parties consent to personal jurisdiction and venue of such arbitration proceedings exclusively in Chicago, Illinois. 

17. Irreparable Harm:

Developer acknowledges and agrees that the copying, disclosure or use of the Paylocity Materials or Confidential Information in a manner inconsistent with any provision of this Agreement may cause irreparable injury to Paylocity for which Paylocity will not have an adequate remedy at law. Accordingly, notwithstanding Section 17, Paylocity shall be entitled to seek equitable relief in court, including but not limited to temporary restraining orders, preliminary injunctions and permanent injunctions. 

18. Changes to Terms of this Agreement; Paylocity Materials:

Paylocity reserves the right, at any time, to change and otherwise modify the terms of this Agreement upon written notice to Developer. Developer acknowledges and agrees that the form and nature of the Paylocity Materials that Paylocity provides may change without prior notice to Developer and that future versions of the Paylocity Materials may be incompatible with applications developed on previous versions of the Paylocity Materials. Developer acknowledges and agrees that Paylocity may stop (either permanently or temporarily) providing the Paylocity Materials (or any features within the Paylocity Materials, or any functionality that is enabled by the APIs included in the Paylocity Materials) to Developer or end users of Applications, at Paylocity’s sole discretion, without prior notice to Developer.

19. Miscellaneous:

  1. Survival - The obligations, agreements and covenants which are intended by their nature to survive termination or expiration of this Agreement shall survive the expiration or termination of this Agreement for any reason.
  2. Force Majeure - Neither party will be liable or in default or otherwise responsible for delays or failures in performance to the extent resulting from acts of God, acts of war or civil disturbance, epidemics, pandemics, governmental action or inaction, fires, earthquakes, unavailability of labor, materials, power, or communication.
  3. Governing Law - This Agreement shall be construed in accordance with and governed by the laws of the State of Illinois without regard to principles of conflict of laws.
  4. Severability - All provisions of this Agreement are intended to be severable and constitute separate and distinct covenants. In the event any term, provision or restriction is held to be illegal, invalid or unenforceable in any respect, such finding shall in no way affect the legality, validity or enforceability of any other provision of this Agreement. The parties agree that any such unenforceable term, provision or restriction shall be deemed modified to the extent necessary to permit its enforcement to the maximum extent permitted by applicable law.
  5. Amendment; Waiver - Paylocity may update these Terms of Service from time to time. Paylocity shall provide Developer notice of these updates. No term or provision hereof applicable to a party shall be deemed waived and no breach by a party excused unless the waiver or consent shall be in a writing signed by the other party. Any waiver or failure to insist upon strict compliance with any term or provision by any party hereto shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure to comply.
  6. Binding Effect; Assignment - This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns. Except as specifically provided for herein, neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned, directly or indirectly, by Developer without the prior written consent of Paylocity, which consent may be withheld in Paylocity’s sole discretion; and any attempted transfer or assignment is null and void and shall be deemed a material breach of this Agreement.
  7. Relationship of the Parties - Each party agrees that it is acting independently of the other, that neither is an employee or agent of the other, and that they are not a joint venture. Neither party shall hold itself out or represent that it is an employee or agent of the other or that it has formed a joint venture with the other.
  8. No Third-Party Beneficiaries - This Agreement does not create any rights, claims or benefits inuring to any person that is not a party hereto nor create or establish any third-party beneficiary hereto.
  9. Entire Agreement - These terms contain the entire agreement and understanding of the parties with respect to the subject matter hereof, and no other representations, promises, agreements or understandings regarding the subject matter hereof shall be of any force or effect.

 

Recognition & Rewards Terms and Conditions

Recognition & Rewards Additional Service Terms updated as of July 2024, can be found here.