These Terms and Conditions of Use (“Terms”) are an agreement between Paychex and You and apply to the Paychex Referral Network program (the "Program") described in these Terms. By enrolling in the Program, You agree to be bound by these Terms, including any modifications from time to time, as they relate to the Program. If You do not agree to these Terms, do not enroll in or use the Program. "You" and "Your" means You, Your company, and Your employees 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.



1. THE PROGRAM. The Program consists of the ability to access the web site located at www.refer.paychex.com hosted by Paychex, or its’ third party Vendor (Amplifinity), accessible through the Program web site, and make referrals to Paychex.
 
  1. Enrolled and Participating in the Program. You can enroll and become active in the Program one of the following ways:
    1. You are enrolled in the Program on the date in which Your invitation to join the Program is sent to You from Paychex’s CRM system. Once Your invitation is sent to You, You must complete the required fields on the Program’s landing page to become active in the Program.
    2. You may you log onto www.refer.paychex.com and complete the required fields on the registration form. Once the form is complete, You are enrolled and active in the Program.
    3. If you are actively participating in the Paychex Name Dropper program you have been automatically enrolled in the Program and are active in the Program. Your referrals in progress and/or successful referrals from the Paychex Name Dropper program dating back to October 1, 2017 have been rolled over to the Program. In progress referrals are still eligible for their referral credit.
    4. If You leave Paychex’s services, Your Program account will be suspended and You will not have access into the Program. If You return as a Paychex payroll client, You will be required to re-use your existing email address as a form of re-entry into the Program and/or your new client ID (if applicable). If You are not issued a new client ID, You may re-use your former client ID.

  2. Program Term. Your term begins on the date your invitation is sent to You and expires 364 days after your term date begins (“Term”). You will be reenrolled annually following expiration of your initial Term and any renewal Term for an additional Term of 364 days.

  3. Referring Paychex clients enrolled in any other referral Program or being paid under any other agreement with Paychex are ineligible for this Program. This Program does not apply to Core Advantage, HROi, Oasis and SurePayroll clients.


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By participating in the Program, You will be able to submit referrals in the Program in exchange for rewards/credits for Your successful referrals (as defined below). Your credits will be applied to service fees on Your account in accordance with these terms and conditions.
 
  1. A qualified referral meets the following criteria:
    1. You have completed the registration form on the Program’s website to become a member of this Program. Completion of the form means that you are “active”.
    2. Your referral is submitted through this Program by You (You submitting a referral on the Prospect behalf) through the “Suggest a Referral” button on the Program’s website or is generated by the Prospect (the Prospect completes a form on their own behalf) as a result of You sharing one the social media marketing assets from the Program’s website on Your social media network (Twitter, LinkedIn, or Facebook). Your referral can also be submitted by your Paychex sales representative on your behalf. In all of the aforementioned instances, all of the required fields are completed on the respective referral form.
    3. Your referral cannot be a Paychex current client, nor can it be in the process of being “worked” by a Paychex sales representative within the last 120 days.
    4. Returning Paychex clients that were previously with Paychex must have been gone from Paychex’s service for a minimum of 30 days to be considered a new prospective client.
    5. The referral is not an affiliate of the referring client. An affiliate of a client is an entity owning, owned by, or under common ownership with such referring client.

  2. A successful referral meets the following criteria:
    1. Your referral has met all of the aforementioned qualified referral criteria.
    2. Your referral sold and processed payroll for 90 days with Paychex.

  3. There is no maximum number of qualified referrals you can submit annually. Once You earn a year of free payroll, You will not be eligible to earn additional referral credits until Your next Term begins. Your first date for submitting referrals will begin on the date You are sent an invitation to enroll in the Program and will expire 364 days following Your enrollment date. Subsequent Terms are annual rolling time frames starting from your enrollment date plus 364 days and will reset every year. You will automatically be enrolled annually.


2. REWARDS/CREDITS. For each successful referral (up to 3) by You, You will earn a credit of $200 or $500 per referral. A fourth successful referral by You will earn You up to the lesser of (i) one year of free payroll or (ii) a maximum credit of $2,500. The referral credit earned may then take up to 30 days to be awarded.
 
  • Successful referrals with 1 to 9 employees at the time of their first payroll are eligible for a $200 credit.
    Successful referrals with 10 or more employees at the time of their first payroll are eligible for a $500 credit.
  • Successful referrals with 10 or more employees at the time of their first payroll are eligible for a $500 credit.
Credits earned in the Paychex Referral Network program will be applied only to Paychex service fees. One-year free payroll must be used over the course of twelve (12) months and will not be paid or refunded. Any amount not used within this timeframe will be forfeited. Credits may not be shared or transferred and may be used only by the referring client.


3. MARKETING ACTIVITIES AND TRADEMARK USAGE GUIDELINES. You can promote Paychex to your network (“Prospects”) through joint marketing related activities, as more particularly set forth herein, to assist Paychex in the promotion and sale of the Services to Prospects. In exchange for Your reasonable commercial efforts to make the Paychex Services known to Prospects, promotion of the Services through correspondence with Prospects, and Your forwarding all inquiries made by Prospects to Paychex, Paychex shall, for each eligible Prospect referred to Paychex under this Program that becomes a Paychex client and begins processing payroll with Paychex, award You with credits to be applied to service fees under the Program.
  1. On the Program website, Paychex will provide You with marketing assets to use to market and promote Paychex services to Prospective clients. Assets may include, but not limited to: A personalized sharable url, a precomposed email for You to email to your network, and precomposed social media posts for Facebook, LinkedIn, and Twitter.

  2. Use of #Sponsored and Disclosure of Incentive. Each precomposed social media post must include #sponsored in accordance with FTC guidelines and to openly disclose You are being receiving an incentive. Each marketing asset will present a hyperlink for the Prospect to use. The hyperlink will direct the Prospect to a landing page where he/she can complete a form to be contacted by Paychex regarding payroll service. The Prospect must complete all required fields for the form to be submitted. In addition to marketing assets from Paychex, You may submit referrals/Prospects on a “Suggest a Referral” form found on the Program website. All required fields must be completed by You for the referral to be submitted. If you fail to include required disclosures Paychex may disqualify you from the Program and forfeit any credits.

  3. Referrals may also be given Paychex sales representatives verbally. You are responsible for notifying Paychex if the referral is not showing on the Program website within sixty (60) days of providing a verbal referral to the sales representative.

  4. All materials not supplied by Paychex, media releases, public announcements by You relating to these terms and conditions or the Services (including, but not limited to, promotional or marketing material sent to Prospects) shall be coordinated with, and approved in writing by, Paychex prior to the release thereof. You agree that Y ou will not, without the prior written consent of Paychex in each instance: (i) use in advertising, publicity, or otherwise, Paychex’s 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”), (ii) use the Paychex Marks in any manner that might express or imply Paychex’s affiliation, sponsorship, endorsement, or approval other than as consistent with these terms and conditions, or (iii) represent, 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). Any materials You plan to use for advertising, media releases, marketing or educational purposes which involve these terms and conditions and identify Paychex or the Services covered hereby, must be reviewed and approved in writing by Paychex before being used. Paychex may make available to You certain standard Paychex marketing and/or promotional literature and marketing materials promoting the Services that You will be permitted to distribute as part of Your marketing activities under these terms and conditions. Paychex agrees that it will not, without Your prior written consent in each instance, (i) use in advertising, publicity, or otherwise, Your name, Your company, affiliate or subsidiary, or any trade name, trademark, trade device, service mark, domain name, symbol or any abbreviation, contraction or simulation thereof owned by You or (ii) represent, directly or indirectly, that any product or any Services provided by Paychex has been approved or endorsed by You. Any materials Paychex plans to develop on its own and use for advertising, media releases, marketing or educational purposes which specifically relate to these Terms and which identify You, must be reviewed and approved in writing by You before being used (such approval not to be unreasonably withheld).

  5. Use of Paychex Marks. Subject to and expressly conditioned upon compliance with these Terms (including but not limited to section 3(a) above), Paychex hereby grants You a worldwide, nonexclusive, nontransferable, royalty-free, personal right to use the Paychex Marks solely as provided by Paychex to you or as approved by Paychex prior to their use. Paychex grants no rights other than those expressly granted herein. You acknowledge Paychex’s sole ownership of the Paychex Marks and all associated goodwill and agree that, except for use of the Paychex Marks as approved in advance in writing by Paychex in connection and consistent with these terms and conditions, You will not directly or indirectly at any time adopt, use, or register any Paychex trade names, trademarks, logos, service marks, certification marks, domain names, trade dress, or other similar or dilutive identifier, in whole or in part, in connection with any business, goods or services. You agree that all use of the Paychex Marks by You will inure to the benefit of Paychex. In all materials, display of the Paychex trademark must include the ® symbol and the attribution clause: “Paychex is a registered trademark owned by Paychex of New York, LLC.” You agree that the manner of use and display of the Paychex Marks will conform to the quality and use standards set and controlled by Paychex, as amended from time to time. Paychex reserves the right to periodically review Your use of the Paychex Marks and You agree to promptly correct any conditions as directed by Paychex but in no event later than five (5) days following notice from Paychex. You shall cooperate fully with Paychex to facilitate periodic review of any use by You of the Paychex Marks and of Your compliance with the Paychex Quality and Use Guidelines. You agree to notify Paychex within 10 business days of any changes to the information provided by You or to any approved use. Upon termination of this Agreement or these Terms or notice to cease and desist use of the Paychex Marks for any reason, You agree to remove any links to Paychex’s web site within two business days of receiving Paychex’s termination or cease and desist notice and to cease all use of the Paychex Marks upon the earlier of depletion of existing supply of approved materials or 30 days after receiving Paychex’s termination or cease and desist notice.

    Disclaimer of Warranties. PAYCHEX MAKES NO WARRANTIES EXPRESS, IMPLIED, STATUTORY OR OTHERWISE WITH RESPECT TO 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 PAYCHEX MARKS, INCLUDING, BUT NOT LIMITED TO, ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, PUNITIVE OR SPECIAL DAMAGES (INCLUDING LOSS OF BUSINESS PROFITS) ARISING FROM OR RELATED TO YOUR MARKETING, DISTRIBUTION, ANY USE OR TERMINATION OF USE OF THE PAYCHEX MARKS OR WEB SITE, 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.

  6. 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 Paychex Marks or web site.

  7. These Terms and/or Your participation in the Program does not grant to You or Paychex any right or license in, or to, any copyrights in any materials and/or documentation or to any rights of copyright in or to each other’s services or web sites.

  8. Except as provided for herein, neither party may modify, publish, transfer or assign any material in any media provided by the other party, in whole or part, or without the providing party’s prior written permission. For the purposes of these Terms, re-formatting of materials, without any modification or alteration of the substantive content of the materials is permitted provided that the providing party’s copyright and other intellectual property rights are acknowledged. You and Paychex shall each bear responsibility for the cost of its respective joint advertising and promotional activities.

  9. Paychex Use Guidelines. The following terms and conditions apply when using the Paychex trademark; any use in violation of these terms and conditions is strictly prohibited. Paychex reserves the right to change these guidelines at any time at its sole discretion. You must comply with the guidelines as amended from time to time. Amended Guidelines may be emailed to the current Contact address of record. Please fax updates to contact information or any questions regarding these Guidelines to Paychex_Referral_Network@paychex.com.

    Paychex will provide You with artwork of the Paychex trademark embedded in the marketing assets as part of this Program. If used, You must use this artwork, which You may not alter in any way.


  10.  
  1. The Paychex trademark may only be used exactly as approved by Paychex on marketing materials, documentation, and advertising, including Internet advertising, solely for the purpose of promoting Paychex products.
  2. The Paychex trademark may not be used in any manner that expresses or might imply Paychex’s affiliation, sponsorship, endorsement, or approval other than as consistent with the agreement.
  3. You may not use the Paychex trademark in a manner that might suggest co-branding or otherwise create potential confusion as to the source of the products or ownership of the Paychex trademark. You may not display the Paychex trademark in any manner that suggests that Your goods or services are a Paychex product, or in any manner that suggests that “Paychex” is a part of your product name.
  4. The Paychex trademark may not be included in any non-Paychex trade name, business name, product or service name, logo, trade dress, design, slogan, or other trademark. For example, You may not name Your product “Paychex.”
  5. The Paychex trademark may not be combined with any other symbols, including words, logos, icons, graphics, photos, slogans, numbers, or other design elements.
  6. The Paychex trademark, or any element thereof, including, but not limited to, Paychex’s logo, logotypes, trade dress, and other elements of Paychex’s marketing, packaging, and web sites, may not be imitated or used as a design feature in any of Your materials.


4. OWNERSHIP/LICENSE. 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. The Program, and related software and systems, is the licensed and/or owned property, and embodies 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 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 and access the services provided by the Program is granted only to enrollees of the Program, Paychex current clients for the sole purpose of utilizing the Program and this limited license terminates when You or Paychex terminates the Program and/or these Terms. If You and/or Your company leave Paychex’s services, You and/or Your company will no longer have access to the Program.

5. CONFIDENTIALITY. You and Paychex will treat all information provided to it by the other as confidential with the same degree of care and confidentially that it provides for its own confidential information; provided that any information provided by a Client to Paychex shall not be covered by this Agreement even if identical information was provided to Paychex by You.

6. TERMINATION. These Terms shall apply for so long as You are enrolled in the Program unless and/or until, you are no longer a Paychex client. You do not need to re-enroll in the Program annually as you will be auto-enrolled. If You leave Paychex’s service and return as a “new client”, you will need to re-enroll in the Program.

7. USE OF THE PROGRAM/COMPLIANCE WITH LAWS. You will 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 the Program you are agreeing to any on-line terms or service agreements and 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 accurate and complete and Paychex shall have no liability 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 payments or redemption of rewards points received by You under the Program and to comply with any professional rules regarding use of the Program or points awarded thereunder. You understand that if You are an individual You are not eligible to enroll in the Program which is available solely for U.S. companies and sole proprietors.

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.

8. ACCOUNT SECURITY AND PASSWORDS. In order to create an account, You will need to complete the required fields on www.paychex.refer.com. You are responsible for safeguarding the confidentiality of Your account information (including user email address, your password selected by You or issued to You) and agree to take any and all actions necessary to maintain the privacy of your Authentication for the Program. You are responsible for any use or misuse of Your account or the Program resulting from any unauthorized third party or employee using any Authentication selected by You or issued to You and you agree to notify Paychex immediately of any known or suspected unauthorized access to or use of Your account, Authentication of any individual user to whom You have issued Authentication or any other breach of security or misuse of the Program known to or suspected by You.

9. 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 AND VENDORS 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 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.

10. GENERAL. Except as otherwise expressly set forth herein, these terms and conditions supersede any prior agreements 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 and conditions do not modify or terminate any existing arrangements between You and Paychex relating to the provision of official bank checks.

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 web site 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 and conditions 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. These terms and conditions are governed by the laws of the State of New York without giving effect to its conflict of law provisions. 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. All notices, made under or in connection with these terms and conditions, shall be in writing and shall be deemed to have been given three (3) days after mailed in any general or branch United States Post Office, enclosed in a registered or certified post-paid envelope, if to Paychex addressed to: Paychex, Attention: Manager, Paychex Referral Network, 911 Panorama Trail South, Rochester, New York 14625. These terms and conditions shall not be assigned by You without Paychex’s prior written consent and any attempted assignment without such consent shall be void. Nothing contained in these terms and conditions is intended to create third-party beneficiaries of or under these terms and conditions.

11. THESE TERMS. You should print a copy of these terms and conditions for your records. If You do not have print capability or You otherwise desire to obtain a hard copy of these terms and conditions please ask your Paychex sales representative or mail you request to Paychex, Attention: Manager, Paychex Referral Network, 911 Panorama Trail South, Rochester, New York to request a hard copy.

By clicking the “Accept” box, You acknowledge that You have read, are authorized to sign and do agree to and do accept, these terms and conditions, including any requirements with respect to any Paychex Marks.
 

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