AsureForce Terms and Conditions

These AsureForce® Services Terms (these “AsureForce®  Terms”), together with the Terms of Service Agreement available at https://asuresoftware.com/about/terms (the “Universal Terms” and together with these AsureForce® Terms, the “AsureForce® Agreement”), set forth the terms and conditions under which Asure Customer & IP HoldCo LLC (including any applicable affiliate, “Asure” or “Provider”) agrees to provide User certain AsureForce®  products, AsureForce®  services and other related services as set forth on the applicable Sales Order (collectively, the “AsureForce®  Services”).

These AsureForce® Terms are “Service Terms” under the Universal Terms. Capitalized terms used but not otherwise defined in these AsureForce®  Terms shall have the meanings ascribed to such terms in the Universal Terms. The Agreement is a legally binding agreement between User, on the one hand, and Provider, on the other hand. Users are encouraged to read the Agreement carefully and to save a copy of it for their own records. If a User is agreeing to these AsureForce®  Terms on behalf of a business or an individual other than such User, such User represents and warrants that such User has authority to bind that business or other individual to the Agreement, and such User’s agreement to these terms will also be treated as the agreement of such business or individual. In that event, Client (as defined herein) also refers to that business or individual. By (i) executing the applicable Sales Order for AsureForce®  Services, or (ii) accessing or using the AsureForce®  Services, User accepts the Agreement, and  agrees, effective as of the date of such action, to be bound by the Agreement.

1.     AsureForce®  Terms Governed by Universal Terms.

The terms and conditions of the Universal Terms agreed to in connection with the execution of the Sales Order, including, but not limited to, all representations, warranties, covenants, disclaimers, limitations on liability, agreements and indemnities relating to the Services, are incorporated herein by reference, and User acknowledges and agrees that the representations, warranties, covenants, disclaimers, limitations on liability, agreements and indemnities contained in the Universal Terms shall remain in full force and effect to the full extent provided therein.

If the terms and conditions of these AsureForce®  Terms conflict with the terms and conditions of the Universal Terms, the terms and conditions of these AsureForce®  Terms shall control with respect to the provision of the AsureForce®  Service(s).

THE UNIVERSAL TERMS, AVAILABLE AT WWW.ASURESOFTWARE.COM/TERMS, CONTAIN IMPORTANT INFORMATION REGARDING LIMITATIONS OF PROVIDER’S LIABILITY, PROVIDER’S WARRANTY DISCLAIMERS, USERS’ INDEMNIFICATION OBLIGATIONS, USERS’ DUTY TO MITIGATE DAMAGES, THE LAW GOVERNING THE AGREEMENT AND DISPUTE RESOLUTION PROCEDURES THEREUNDER.

2.     Asure’s Services; Protection of Client Data and User Data.

  • 2.1 Subject to the terms and conditions of the Agreement, including the payment of all applicable Service Fees, Asure agrees to provide User with the Services, and make the Services available for use.
  • 2.2 Asure agrees to maintain administrative, physical, and technical controls designed to protect the security, confidentiality, and integrity of Client Data and User Data.
  • 2.3 Asure reserves the right to update or modify its policies at any time provided that such updates and modifications do not result in a material change to Asure’s obligations therein or the Services to be provided pursuant to the Agreement. and acknowledges that in connection with the use of any third-party resource ( for example,

3.     Grant of Subscription; Title to Intellectual Property.

  • 31. Subscription Subject to the Agreement, Asure hereby grants Users a nonexclusive, non-transferable/non-sublicensable, limited subscription (the “Subscription”) to access and use the Services for the Term as set forth in the Sales Order. Except as set forth below, the use of the Services are solely for the use of Users. User is responsible for the use of the Services by its employees and others under its control. Affiliates of User may use the licenses granted to User, provided that (a) such use is only for the aggregate benefit of User and its affiliates, (b) User remains responsible for each of such affiliate’s (and such affiliates’ employees, representatives, consultants, contractors and/or agents) compliance with the terms and conditions of the Agreement, (c) subject to the following clause (d), use of the Services by Users and all affiliates of User (and their respective employees, representatives, consultants, contractors and/or agents) in the aggregate must be within the restrictions in the applicable Sales Order, and (d) Affiliates of User (and their respective employees, representatives, consultants, contractors and/or agents) may not use User’s rights under any unlimited license unless such Affiliates’ usage is specifically designated in a Sales Order. All Subscriptions are subject to the usage limits specified in the Sales Orders. If User exceeds a usage limit, User will execute a Sales Order for prospective additional quantities promptly upon request and pay any invoice for back excess usage at Provider’s then applicable rates. Provider reserves the right to adjust term duration for additional subscriptions.
  • 3.2 Subscription Restrictions. User agrees to (a) use the Services solely for its own internal business purposes and agrees not to rent, lease, sublicense, time-share, or otherwise distribute the Services for resale, or to host applications to provide service bureau, time-sharing, or other computer services to third parties, or otherwise make available the Services to any third parties, (b) not to reverse-engineer, decompile, disassemble, modify, create derivative works of, or copy all or any part of the Services, (c) not to use the Services to store, transmit, or publish infringing, libelous, or otherwise unlawful or tortious material, material in violation of third party privacy rights, personal information in violation of any applicable law, or material containing malicious code and (d) to take appropriate actions to protect the Services and all parts thereof from unauthorized copying, modification, or disclosure by its Users and other third parties. Client and its Users may not use the Services or access the Services if User is a direct competitor of Provider or for purposes of monitoring the availability, performance, or functionality of the Services or for any other benchmarking or competitive purposes.

4. Quality and Accuracy of Available Information. User acknowledges that the information available from the use of the Services, Provider’s systems and/or through the interconnecting networks may not be accurate. Provider makes no representation or warranty of any kind, either express or implied, regarding the quality, accuracy or validity of User Data or any data or information available from or through use of the Services and such systems and networks. Use of information obtained from or through Asure’s system and networks and the use of the Services are at User’s sole and absolute risk. PROVIDER SPECIFICALLY DISCLAIMS AND DENIES ANY RESPONSIBILITY FOR THE COMPLETENESS, ACCURACY OR QUALITY OF THE SERVICES PROVIDED BY IT UNDER THE TERMS OF THE AGREEMENT.

AF-V6.8-TOS

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