Payroll Reseller Terms and Conditions

Last updated October 1, 2023

These Payroll Reseller Terms (these “Payroll Reseller Terms”), together with the Terms of Service Agreement available at https://asuresoftware.com/terms (the “Universal Terms” and, together with these Payroll Reseller Terms, the “Payroll Reseller Agreement”), set forth the terms and conditions under which Asure Customer & IP HoldCo LLC (including any applicable affiliate, “Provider”) agrees to provide to User and, if applicable, User’s customers utilizing the Payroll Reseller Service (each a “User Customer”) certain payroll services, service bureau process and other related services and functions as set forth on the applicable Sales Order (the “Payroll Reseller Service”).

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

1. Payroll Reseller 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 Payroll Reseller Terms conflict with the terms and conditions of the Universal Terms, the terms and conditions of these Payroll Reseller Terms shall control with respect to the provision of the Payroll Reseller Service.

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

2. License.

Provider grants User a limited, non-exclusive, non-transferable license to access, use and sell the Payroll Reseller Service through its Authorized Users during the Term (the “License”). User acknowledges that it does not have the right to, and shall not permit User Customers to, grant to any third party a sublicense to any right, title, or interest in or to the Payroll Reseller Service. Provider will provide, via electronic download, user guides and all other materials necessary for User to use the Payroll Reseller Service (collectively, the “Payroll Reseller Documentation”). User may only copy the Payroll Reseller Documentation for its internal business use to satisfy its reasonable internal needs and may not disseminate such Payroll Reseller Documentation to third parties.

User shall not assign, loan, sublicense, or otherwise transfer the Payroll Reseller Service, or alter, modify, or adapt (or cause to be altered, modified, or adapted) the Payroll Reseller Service. User shall not, and shall cause its employees, contractors, and/or agents not to: (i) modify, copy or create any derivative works based on the Payroll Reseller Service or Payroll Reseller Documentation; (ii), sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share, or otherwise make the Payroll Reseller Service or Payroll Reseller Documentation available to any third party, other than to User Customers as permitted herein who are not competitors of Provider; (iii) reverse engineer, decompile or disassemble any portion of the Payroll Reseller Service or Payroll Reseller Documentation, including but not limited to, any software utilized by Provider or otherwise attempt to obtain or perceive the source code from which any software component of the Payroll Reseller Service is compiled or interpreted and User agrees that nothing in this Payroll Reseller Agreement shall be construed to grant User any right to obtain or use such source code and; (iv) access the Payroll Reseller Service or Payroll Reseller Documentation in order to build any commercially available product or service; (v) copy any features, functions, integrations, interfaces or graphics or software component of the Payroll Reseller Service or Payroll Reseller Documentation; (vi) use the Payroll Reseller Service or permit it to be used for purposes of performing or publishing the results of a product evaluation, benchmarking or other comparative analysis without Provider’s prior written consent; or (vii) use the Payroll Reseller Service in any manner, or in connection with any content, data, hardware, software or other materials provided by or on behalf of User or any Authorized User that contains code, including without limitation, open source code and freeware, that would directly or indirectly: (A) create, or purport to create obligations with respect to the use or distribution of any software that incorporates, is combined with, or derived from the Payroll Reseller Service; (B) grant, purport to grant, or require User to grant to any third party any rights or immunities in any software that incorporates, is combined with, or is derived from the Payroll Reseller Service; and/or (C) require as a condition of its use, modification, and/or distribution, that any software incorporated into, derived from, or distributed with the Payroll Reseller Service must be disclosed or distributed in any form.

The Payroll Reseller Service contains trade secrets of Provider and its suppliers, and User agrees to protect these trade secrets with as much care as User protects its own trade secrets and, in any event, at least with reasonable care. Title to the Payroll Reseller Service and all rights are reserved to Provider and its suppliers. User does not acquire any rights, express or implied, in the Payroll Reseller Service other than those specified in the Payroll Reseller Agreement. Any unauthorized use of the Payroll Reseller Service will be deemed to be a material breach of the Payroll Reseller Agreement. Without limiting the foregoing, use of the Payroll Reseller Service for internal development, quality testing, or any other non-production purpose is not authorized under the Payroll Reseller Agreement.

3. Non-Compete.

During the term of this Payroll Reseller Agreement and for a period of twelve (12) months following the expiration of the Term, (i) Provider shall not, directly or indirectly, offer or provide payroll processing services to the User Customers and (ii) User shall not, directly or indirectly, offer or provide any payroll processing services or any other products or services competitive with Provider to any of the Provider’s customers.

4. User Obligations.

User may enable access of the Payroll Reseller Service for use only by Authorized Users and solely for the business purposes set forth in the Payroll Reseller Agreement. User is responsible for any and all actions or inactions taken with or without User’s knowledge or consent, by Authorized Users in connection with the Payroll Reseller Service or the Payroll Reseller Agreement. Any such action or inaction of an Authorized User that would result in a breach of the Payroll Reseller Agreement, if undertaken by User, will be deemed a breach of the Payroll Reseller Agreement by User. User shall: (i) have sole responsibility for the accuracy, quality, and legality of all User Data and for obtaining all consents and permissions required for the use thereof in connection with the Payroll Reseller Service; (ii) prevent unauthorized access to, or use of, the Payroll Reseller Service; and (iii) notify Provider promptly of any such unauthorized access or use. Provider shall not: (i) use the Payroll Reseller Service in connection with committing tax fraud or otherwise in violation of applicable laws; (ii) send or store obscene, threatening, or otherwise unlawful or tortious material, including material that violates privacy rights, or material that infringes upon or violates any patent, copyright, trade secret, trademark, or other intellectual property right of any third party; (iii) send, upload, or otherwise provide or store malicious code; (iv) interfere with or disrupt the integrity or performance of the Payroll Reseller Service or the data contained therein; (v) violate or tamper with the security of any of Provider’s computer equipment or software or attempt to gain access to the Payroll Reseller Service or its related systems or networks; or (vi) insert or allow any data to be inserted relating to a person who is not physically residing in the United States or who does not have a Social Security Number or other US-issued identification number for tax purposes.

5. Service Availability.

Excluding Planned Downtime (as defined below), Force Majeure Events, internet service disruptions, or any other cause beyond Provider’s reasonable control, the Payroll Reseller Service will be available (i) during the first year of the Term, 99.5% of the time and (ii) thereafter, 99.95% of the time. Any period in which the Payroll Reseller Service is not available will be measured from the time such condition is properly reported to Provider and shall end when Provider resolves, in Provider’s sole discretion, such condition.

“Planned Downtime” means that User or User Customers occurs have no access to the Payroll Reseller Service due to (i) regularly scheduled maintenance (i.e., every day between 23:00 to 24:00 in the US time zone specified by User) (“Regularly Scheduled Maintenace”) or (ii) Non-Regularly Scheduled Maintenance (defined below).

“Non-Regularly Scheduled Maintenance” means maintenance required to be undertaken outside of the Regularly Scheduled Maintenace. Provider will use commercially reasonable efforts to mitigate any impact of Non-Regularly Scheduled Maintenance on User and User Customers and to notify User of such Non-Regularly Scheduled Maintenance at least twenty-four (24) hours prior to the commencement of such Non-Regularly Scheduled Maintenance.

Provider will make dedicated support specialists available to User and User Customers to resolve any issues or problems with the Payroll Reseller Service. Such support specialists will be available from 7:30 am CT to 7 pm CT Monday through Thursday and from 7:30 am CT to 6 pm CT on Friday. User shall be solely responsible for providing support services to User Customers in connection with the use of the Payroll Reseller Services by Authorized Users who are employees of User Customers.

6. User Trademarks.

User grants Provider a non-exclusive, non-sublicensable, non-transferable license during the Term to use any colors, logos and trademarks provided by User (collectively, “User Marks”) solely for purposes of providing User with a “private label” version of the Payroll Reseller Service and Payroll Reseller Documentation. All use of the User Marks shall be subject to User’s prior written approval and trademark usage guidelines in effect from time to time and shall inure to the benefit of User. Upon termination of this Payroll Reseller Agreement, this license shall automatically terminate and Provider shall cease all use of the User Marks. Except for the limited license granted in this Section, User retains all right, title and interest, including all intellectual property rights, in and to the User Marks.

7. Federal Government End Use Provisions (if applicable).

If applicable, Provider provides the Payroll Reseller Service, including related software and technology, for federal government end use solely in accordance with the following: Government technical data and software rights related to the Payroll Reseller Service include only those rights customarily provided to the public as defined in this Payroll Reseller Agreement. This customary commercial license is provided in accordance with FAR 12.211 (Technical Data) and FAR 12.212 (Software) and, for Department of Defense transactions, DFAR 252.227-7015 (Technical Data – Commercial Items) and DFAR 227.7202.3 (Rights in Commercial Computer Software or Computer Software Documentation). If a government agency has a “need for” right not conveyed under these terms, it must negotiate with Provider to determine whether there are acceptable terms for transferring additional rights. A mutually acceptable addendum specifically conveying such rights must be executed by the parties in order to convey such rights beyond those set forth in this Payroll Reseller Agreement.