Software Limitations. The Software may contain software obtained from third party licensors ("Third Party Software"). You may not:
- use the Software or Third-Party Software for software development or application development purposes;
- distribute Software or Third-Party Software;
- attempt to disassemble Software or Third-Party Software code;
- attempt in any manner to reconstruct, discover, reuse or modify any source code or underlying algorithms of Software or Third-Party Software, except to the limited extent as is permitted by law notwithstanding contractual prohibition.
Liability of Paychex' Licensors and Suppliers. You acknowledge and agree that, to the maximum extent permitted by law, Paychex and its licensors or suppliers will not be liable for any damages, claims, losses, costs, or any other liabilities arising out of or in connection with the Software or your use of or inability to use the Software, whether in contract, tort (including negligence), product liability, or any other legal theory.
Security, Privacy, and Confidentiality. Any communication to Paychex through the Software will be treated by Paychex as a communication authorized by you. It is solely your responsibility to maintain the security and confidentiality of your account credentials and the information and services accessible through your account. If you suspect fraudulent or abusive activity relating to your account, or if your credentials have been lost, stolen or compromised in any way, you agree to immediately i) change your potentially compromised credentials, ii) notify Client, and iii) notify Paychex, if you are using the Software on behalf of a Client.
You agree that Paychex may access your account to assist in configuration, provide ongoing support, and perform administrative functions.
You understand and acknowledge that, in order to provide Services to Client and/or in order to provide you with access to the Software, Paychex has contact information which may include but not be limited to full name, street address, email address and phone number, including mobile phone number (“Contact Information”). You acknowledge that Paychex and/or Client may use Contact Information to contact you regarding the Services or Software, regardless of the individual user preferences that you may set for certain notifications or communications, and that you consent to such use. If you wish to withdraw your consent to use Contact Information, you must either remove the Contact Information from the Software or contact Client directly to remove it.
You understand and acknowledge that third parties may perform and/or be involved in the performance of some of the services you access or receive through the Software and/or from Paychex. See the Paychex Privacy Statement for more information on how Paychex transmits, uses, shares and protects business, financial and personal information.
Amendments: Paychex may modify any provision of these Terms by updating the link to these Terms on the login page. Your continued use of the Software after the effective date of the revised Terms constitutes acceptance of the Terms.
Termination: Paychex reserves the right to limit or terminate your access at any time for any reason.
No Warranty: The Software is provided by Paychex on an "AS IS" "AS AVAILABLE" basis, without warranty of any kind, INCLUDING WITHOUT LIMITATION, ANY EXPRESS, IMPLIED, OR STATUTORY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICE. PAYCHEX MAKES NO WARRANTY OF ANY KIND THAT THE SOFTWARE, 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.
Limitation of Liability. You acknowledge and agree that Paychex is not liable for any consequences, losses, claims, expenses, demands, damages, or liability resulting from your breach or failure to comply with these terms, including for any unauthorized access to, or use of, the Software. You further understand and agree that PAYCHEX AND ITS LICENSORS SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE OR OTHER INDIRECT DAMAGES, OR FOR LOST PROFITS OR LOST DATA OR COMPUTER FAILURE OR MALFUNCTION ARISING OUT OF THE USE OR INABILITY TO USE THE SOFTWARE OR ANY RELATED COMPONENT OR SERVICES SUPPLIED THEREWITH OR ANY FAILURE OR DELAY IN DELIVERYING SERVICES, EVEN IF PAYCHEX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Governing Law: These Terms are governed by the Governing Law of the Client’s Paychex Services Agreement with Paychex.
Assignment. The Agreement may not be assigned by you to any third parties without the prior written consent of Paychex. Any assignment made without such consent will be null and void.