Paychex Insiders Program
Terms and Conditions of Use
This Paychex Insiders Program (“Program”) Terms and Conditions of Use ("Terms") is an agreement between Paychex, Inc. (“Paychex”), and clients participating in the Program. The Program will be in effect from June 1, 2015, through May 31, 2018, and will expire on May 31, 2018, unless sooner terminated by Paychex. By enrolling in or using The Program, You agree to be bound by these Terms, including any modifications and/or updates made by Paychex from time to time and posted on any applicable web site. If You do not agree to these Terms, do not enroll in or use the Program. "You" and "Your" means You, Your company, Your employees, Your subsidiaries, and Your affiliates whom You have enrolled as "users" of the Program, all of which agree to be bound by these Terms, any applicable additional terms, policies and any other terms and guidelines found throughout the Program. You are not eligible to participate in this Program if You are enrolled in any other referral program, the CPA Free Payroll Program or being paid under any other agreement with Paychex.
1. PAYCHEX INSIDERS.
Participation in the Program is open (by invitation only) to select current Paychex Core, MMS, PEO and ASO clients. The Paychex Program is designed to enable eligible clients to participate in “challenges”, earn points, and ultimately redeem points toward rewards and/or credits toward future Paychex payroll processing services as described below. Eligible clients may also engage in topics in “Discussions”. The Program web site is currently located at www.paychex.com/insiders (the “Website”), administered by Paychex, and hosted by a third party vendor, Influitive.
“Challenges” are interactive activities that Program participants (“Participants”) may complete to earn points. Challenges may range in length and complexity. For example, some challenges may ask Participants to read Paychex material (ranging from a white paper, to a press release, to an e-book, etc.), while other require participating in surveys and polls, sharing Paychex content on a social media property (content may range from an article to a press release), or joining one of our social media properties, providing a referral, or writing an online review. Some challenges may require a question/answer phase at the conclusion. Some answers may be visible to other Program participants. Program participants have the ability to comment or like responses when the answers are public. Any direct advertising, marketing, and/or solicitation from a Program participant is prohibited during the question/answer phase.
(a) Discussions can be found at www.paychex.influitive.com/discussions/ and is open to all Program participants. Program participants may log onto Discussions at their discretion or through a challenge. Discussions is a closed community, but is an open forum for Program participants. The intent of Discussions is for Program participants to interact/network with each other and/or comment on or like topics generated by Paychex administrators. Program participants have the opportunity to create business related topics/questions which can be used to solicit feedback. For example, clients may ask for feedback on marketing strategies, employee handbooks, etc. Program participants have the ability to comment on or like such posted topics.
(b) Program participants may not create any posts/comments that directly promote, advertise or market products and services without prior approval from Paychex Insiders’ administrators. Furthermore, any posts/comments that directly promote, advertise or market products and services that compete with Paychex’ portfolio of products and services will be removed at the discretion of Paychex Program administrators.
After completion of challenges, points may be earned and displayed. The points and Your name will be displayed on a “Leaderboard” inside of the Paychex Insiders Hub. If You wish to be removed from the Leaderboard, you may click on the “Remove me” button to be removed from the Leaderboard, but you may still participate in the Program and earn points.
Points will not be awarded for client referrals that do not sell or are determined to be ineligible. Referrals must not be existing clients or affiliates of, or under common ownership or control of any existing clients. Referrals must be new Paychex clients not previously referred by another client. The client must provide all information (company name, contact’s first and last name, email address, phone number, and zip code) required to process the referral. If the referral doesn’t convert into a sale within 90 days of receipt of the referral, the referral will be rejected and the remaining points will not be awarded. If any of the referral’s information (company name, contact’s first and last name, email address, phone number, and ZIP code) is inaccurate, the referral will be rejected.
Any unused points will terminate when the Program expires or is terminated.
Points may be redeemed for rewards. Paychex reserves the right to change rewards without prior notice. Rewards may include electronic gift cards, a $100 credit toward Your future Paychex payroll processing services, or a charitable donation. Visit the Website anytime for descriptions of currently available rewards. Electronic gift cards will be fulfilled through www.tangocard.com and there is no expiration date on such gift cards. The assortment of gift cards may vary based on availability. The $100 credit will be applied toward Your future Paychex service fees for payroll processing, tax payment services, employee pay services, and any bundled service package. Credits must be used within 90 days of receipt and prior to May 31, 2017, and will not be paid or refunded. Credits may not be shared or transferred and may be used only by You. Your credits will be applied toward Your future payroll processing invoices until the credits are consumed or until You are no longer a client of Paychex, whichever occurs sooner. If You select a charitable donation as a reward, You must select the charity through First Giving, and Paychex will make a charitable donation on Your behalf.
Prior to receiving a reward, Paychex will issue You a blank W-9 which You are required to complete and return to Paychex. W-9 forms may be mailed to: Paychex, Inc., Attention: Karee Tantalo, 911 Panorama Trail South, Rochester, New York 14625. W-9 forms may also be sent electronically secured to email@example.com. In accordance with the applicable law, in the event You receive rewards under the Program having aggregate value of $600 or more, Paychex is required to report information regarding such rewards to the Department of the Treasury Internal Revenue Service. If Your rewards do not reach or exceed $600, Paychex will not report your rewards to the Department of the Treasury Internal Revenue Service.
(a) You acknowledge that all rights, title and interest in or to any copyright, trademark, service mark, trade secret, and other proprietary right relating to the Program and the related logos, names, etc. are reserved. Program- related software and systems are licensed to and/or owned by Paychex, and embody the proprietary trade secret technology, of Paychex and/or its licensors, and is protected by copyright laws and international copyright treaties, as well as other intellectual property laws. Paychex grants You a non-exclusive, non-transferable license to use the Program to access Your account. Paychex may terminate or suspend Your access to the Program (in whole or in part) at any time, with or without notice, if Paychex in its sole discretion has reason to believe that You have violated these Terms or are otherwise using the Program in an inappropriate manner. The right to use the Program is granted only to enrollees of the Program and their authorized employees for the sole purpose of utilizing the Program and this limited license terminates when You or Paychex terminates the Program and/or these Terms. Termination also occurs when and if You leave Paychex services.
(b) You agree that You will not negatively use Paychex’ name, or any affiliate or subsidiary of Paychex, or any partner, or employee of Paychex, or any trade name, trademark, trade device, logo, service mark, domain name, symbol or any abbreviation, contraction or simulation thereof owned by Paychex or its affiliates or subsidiaries (collectively, the "Paychex Marks"). You agree that You will not negatively use the Paychex Marks in any manner that might express or imply negatively on Paychex’ affiliation, sponsorship, endorsement, or approval of You or Your services, or misrepresent, directly or indirectly, that any product or any services provided by You has been approved or endorsed by Paychex (unless specifically so approved or endorsed pursuant to a separate agreement). Paychex may make available to You certain standard Paychex advertising and/or promotional literature and marketing materials promoting the Services that You will be permitted to distribute to Prospects.
(c) Disclaimer of warranties. Paychex makes no warranties express, implied, statutory or otherwise with respect to the Program or the Paychex Marks, including any warranty of non-infringement, implied warranties of merchantability or fitness for a particular purpose. In no event will Paychex be liable for any damages for termination of these Terms or for your use of the Program or the Paychex Marks, including, but not limited to, any direct, consequential, incidental, indirect, punitive or special damages (including loss of business profits) arising from or related to your enrollment in the Program, any use, suspension or termination of use of the Program, the rewards website, or any Paychex Marks or websites, regardless of whether such liability is based on breach of contract, tort, strict liability, breach of warranties, failure of essential purpose or otherwise, even if advised of the possibility of such damages. The Program and Website are provided “as-is”, and Paychex does not warrant that that the Program or the Website will operate continuously or error-free.
(d) Your Indemnity Obligations. You agree to indemnify, defend, and hold harmless Paychex from and against any and all claims, damages, costs, and expenses (including reasonable attorneys' fees) and pay the amount of any adverse final judgment (or settlement to which both parties consent) arising out of or related to any use by You of the Program, the Paychex Marks, the Website or any other Paychex or third party web site.
The information presented on the Website, is provided for informational purposes only and should not be considered, nor should it substitute for, legal, accounting, financial, human resources, marketing, and/or other professional advice. If you require legal advice, or need other professional assistance, you should always consult your attorney to discuss your particular facts, circumstances, and business needs.
(e) Neither these Terms nor Your participation in the Program entitle You to any right or license in, or to any copyrights in, any materials, documentation, services or websites of Paychex .
You and Paychex will treat all information provided as confidential with the same degree of care and confidentially that it provides for its own confidential information of a like nature; provided that any information provided by a referred Client to Paychex shall not be covered by this Agreement even if identical information was provided to Paychex by You. Notwithstanding the foregoing, You acknowledge and agree that Your use of the Program and any web sites contained therein shall be subject to the terms of any Privacy Policies found at such web sites.
i. Privacy & Third-Party Content.
We may link or repost third-party content if we feel it relevant to the community. Links to third-party content do not constitute official endorsements of any site, product, or company. We share content for informational and educational value. Paychex has not verified, nor is it responsible for, information contained within any of these materials. Any opinions expressed within such materials from outside sources are not necessarily the opinion of, or supported by, Paychex.
8. TERMINATION/EXPIRATION OF POINTS AND CREDITS.
These Terms, as well as any modifications or updates, shall apply to Your use of and participation in the Program for as long as You are enrolled in and use the Program and are processing payroll with Paychex, or until the Program is terminated. Paychex may terminate these Terms at any time for any reason or no reason and Your participation in the Program shall thereupon terminate. If your service with Paychex is terminated, you will no longer have access to the Program and website. After you leave Paychex, You will be sent an email which will allow you 30 days from which the date the email is sent to re-access the Program’s website and redeem any unused points for applicable rewards. After the 30 days has lapsed, you will no longer have access to the Program and website.
9. USE OF THE PROGRAM/COMPLIANCE WITH LAWS.
You may only use the Program as described in these Terms and in accordance with the instructions and reasonable policies established by Paychex or its agents from time to time and communicated to You and/or as posted on any applicable Program web sites. By enrolling in or using the Program you are agreeing to any online terms or service agreements and any applicable Privacy Policies as such may be updated from time-to-time with or without notice to You, posted on any Program web-sites, as well as, any fees set forth on any Program web sites. You may not use the Program for any other purpose or interfere with or disrupt Program servers, databases or any network connected to them, or use the Program to violate any law, statute or regulation; or conduct any other illegal activity, or to harvest or otherwise collect information submitted by third parties, including e-mail addresses, without the express consent of such third parties. Paychex does not guarantee against any loss or alteration to Your data. You confirm that all information provided by You is being provided voluntarily and is accurate and complete and that You or Your employee providing the information or any referral under the Program is authorized to do so. You also agree that Paychex shall have no liability for any use of such information to administer the Program, or for any errors or inaccuracies in the Program based upon information provided by You or the person accepting these Terms on Your behalf. You will be responsible for Your compliance with all laws and governmental regulations affecting Your business and for any use You may make of the Program. You agree to pay any applicable taxes levied or based on any rewards or credits received by You under the Program and to comply with any professional rules regarding use of the Program, challenges, points or rewards awarded thereunder.
You represent and warrant that the execution, delivery and performance by You of this Agreement will not (i) violate any statute, ordinance, rule, regulation, order, judgment or decree of any court or of any governmental or regulatory body, agency or authority applicable to You, (ii) require any filing with, or require You to obtain any permit, consent or approval of, or require You to give any notice to, any governmental or regulatory body, agency or authority or any other person or entity, except for a filing, consent, approval or notice which would not prevent Your ability to perform Your obligations hereunder and would not result in any liability to Paychex, or (iii) result in a violation or breach by You under any of the terms of any agreement (including Your agreement with Your clients), license or other instrument or obligation to which You are a party, or by which You or any of Your properties or assets may be bound.
10. ACCOUNT SECURITY AND PASSWORDS.
In order to access and use the Program You will be required to provide proper authentication including your User Name, Password and any other authentication required by Paychex ("Authentication") to access the Program. You are responsible for safeguarding the confidentiality of Your account information (including user email address(es) and your Authentication selected by You or issued to You) and agree to take any and all actions necessary to maintain the privacy of your Authentication. You are responsible for any use or misuse of Your account or the Program resulting from any unauthorized third party or employee using Your Authentication, and you agree to notify Paychex immediately of any known or suspected unauthorized access to or use of Your account, Authentication, or any other breach of security or misuse of the Program known to or suspected by You.
11. DISCLAIMER OF WARRANTIES/LIMITATION OF DAMAGES.
NEITHER PAYCHEX NOR ITS LICENSORS OR VENDORS MAKE ANY REPRESENTATIONS OR WARRANTIES ABOUT THE CONDITION, SUITABILITY, RELIABILITY, AVAILABILITY, COMPLETENESS, SECURITY, TIMELINESS, OR ACCURACY OF THE PROGRAM OR ANY INFORMATION, CALCULATIONS, SOFTWARE OR OTHER MATERIALS OR RESULTS INCLUDED IN OR AVAILABLE THROUGH THE PROGRAM, FOR ANY PURPOSE.
ALL OF THE FOREGOING ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. PAYCHEX AND ITS LICENSORS HEREBY DISCLAIM ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED, WITH REGARD TO THE PROGRAM OR ANY INFORMATION, CALCULATIONS, SOFTWARE OR OTHER MATERIALS OR RESULTS INCLUDED IN OR AVAILABLE THROUGH THE PROGRAM, INCLUDING ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.
PAYCHEX WILL NOT BE RESPONSIBLE FOR ANY DAMAGES ARISING FOM YOUR USE OF THE PROGRAM OR ANY PROGRAM WEBSITE INCLUDING BUT NOT LIMITED TO ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR OTHER SIMILAR DAMAGES INCLUDING LOST PROFITS OR DAMAGES FOR BUSINESS INTERRUPTION OR LOSS OF INFORMATION THAT YOU MAY INCUR OR EXPERIENCE IN CONNECTION WITH THESE TERMS OR THE PROGRAM, HOWEVER CAUSED AND UNDER WHATEVER THEORY OF LIABILITY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBLITY OF SUCH DAMAGES.
Paychex will not be liable for any damage or losses arising out of or otherwise related to (1) Your use of the Program or use by anyone to whom You have given access to the Program; (2) errors, bugs or other defects in the Program; (3) lost information; (4) illegal or criminal activities; (5) mistakes, omissions, interruptions, deletion of files or e-mail, loss of or damage to data, errors, defects, viruses, delays in operation, or transmission, or any failure of performance, whether or not limited to acts of God, communications failure, theft, destruction, unauthorized access to Program records, programs or services or any third party actions; or (6) Your actions with Your employees or vendors, or the use of their information.
Except as otherwise expressly set forth herein, these Terms supersede any prior agreements or terms of service on the same subject matter and will govern Your participation in the Program as well as all disclosures and exchanges of Confidential Information by the parties. These Terms may be modified by Paychex from time to time at any time and you are responsible for any updates posted on the Program Website or sent to You by Paychex. The failure of You or Paychex at any time to enforce any right or remedy available to it under these Terms with respect to any breach or failure by the other party shall not be construed to be a waiver of such right or remedy with respect to any other breach or failure by the other party. The Terms, the Website, and the Program shall be governed exclusively by the laws of the State of New York without regard to, or application of, its conflict of laws, rules, and principles, except for the arbitration agreement contained herein which shall be governed exclusively by the Federal Arbitration Act, 9 U.S.C. section 1 et seq. (the “FAA”). Except as provided herein, any dispute arising out of, or in connection with these Terms, the Website, or the Program will be determined only by binding arbitration in Rochester, New York, in accordance with the commercial rules of the American Arbitration Association. A separate neutral arbitrator must be selected and appointed for each dispute. Any dispute will be brought within two (2) years of when the claim accrued. The arbitrator will not be authorized to award exemplary or punitive damages, or any damages excluded in these Terms. The parties agree that the prevailing party in arbitration, and any subsequent judicial proceeding to enforce an arbitration award, will be awarded costs and attorneys’ fees (including in-house counsel fees) and that an arbitration award may be entered as a judgment in any court having jurisdiction over either party. The parties will not be permitted to bring, or participate in, and the arbitrator will not have any authority or jurisdiction to hear or decide, any claims brought as any type of purported class action, coordinated action, aggregated action, or similar action or proceeding. Each party must only bring claims against each other in their individual capacity. You and Paychex agree that each is acting independently of the other, that You are not joint venturers, and that neither is an agent of the other.
13. THESE TERMS.
You should print a copy of these Terms for your records. If You do not have print capability or You otherwise desire to obtain a hard copy of these Terms please e-mail firstname.lastname@example.org to request a hard copy.
By entering Your name, title, (phone and email where requested) and clicking the "Accept" box below You acknowledge that You have read, are authorized to sign and do agree to and do accept, these Terms, including any restrictions with respect to use of any Paychex Marks.