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 webservices@paylocity.com (“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

Recognition & Rewards Terms and Conditions

Notwithstanding anything to the contrary in the applicable Paylocity Subscription Agreement, the following terms shall apply for purposes of Client’s use of the Recognition & Rewards Product (“Recognition & Rewards Service”):

  1. Client is solely responsible for enrolling employees and determining employee eligibility for the Recognition & Rewards Service.
  2. Client is solely responsible for specifying any limitations or restrictions regarding the Recognition & Rewards Service, including complying with any applicable laws or regulations.
  3. Paylocity may modify the terms of the Recognition & Rewards Service from time to time upon notice to Client, which may be provided electronically or by in product notification.
  4. Paylocity can terminate the Recognition & Rewards Service at any time upon notice to Client, which may be provided electronically or by in product notification.
  5. Upon termination of Paylocity Services or the Recognition & Rewards Service, Paylocity will have the right to use any funds remaining in Client’s pre-funded Recognition & Rewards Service account to offset any amounts owed to Paylocity or any claim to funds which Paylocity may have against Client in connection with this Agreement.
  6. Client will comply with all laws and regulations, including but not limited to, wage and hour compliance laws, IRS regulations or other applicable laws and Client further agrees Paylocity will have no liability whatsoever for Client’s failure to comply with such laws and regulations.
  7. Client shall indemnify, hold harmless and defend Paylocity from and against all liability, actions, claims, demands, losses or damages incurred by Paylocity to the extent caused by, or arising out of Client’s (i) use or misuse of the Recognition & Rewards Service and (ii) failure to comply with any applicable laws or regulations. Any cap on liability or disclaimer of damages contained in the applicable Subscription Agreement shall not apply to Client’s indemnification obligation in this Section 7.