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:
2. License Grants.
3. Use Restrictions. Except as expressly authorized under this Agreement, you may not:
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 firstname.lastname@example.org (“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.
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