Terms & Conditions:

These Terms and Conditions of Use (“Terms”) are an agreement between Paychex and You and apply to the Paychex Referral Network program (the "Program"). By enrolling in the Program, You agree to be bound by the Terms, including any modifications as they relate to the Program. If You do not agree to the 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 the Terms and any other applicable Program terms and guidelines.

1. Program. The Program consists of the ability to make referrals to Paychex through the Program website (refer.paychex.com). You must be enrolled and active in the Program to receive Program Credits
2. Eligibility. You must be receiving Paychex payroll services to be eligible for the Program. If You stop receiving Paychex payroll services for any reason Your Program account will be deactivated. If You begin receiving Paychex payroll services again You will be required to re-enroll and re-activate your account using your existing email address and new client ID, or your former client ID if you are not issued a new client ID. You are not eligible for the Program if you enrolled in any other referral Program with Paychex, paid under any other agreement with Paychex or are a Core Advantage, HROi, Oasis or SurePayroll client.
3. Enrollment. To enroll and/or be active in the Program You must log on to refer.paychex.com and create an account (“Account”) by completing the required fields. If you have received an invitation to join the Program you still must complete the required fields on refer.paychex.com to become enrolled and active in the Program.
4. Program Term. A Program Term is one year. Your first Program Term commences on the date You enroll and become active in the Program and expires 364 days after your term date begins (“Program Term”). You will be automatically reenrolled annually for additional Program Terms. These Terms shall apply for so long as You are enrolled in the Program or until you are no longer a Paychex client. If You leave Paychex’s service and return as a “new client” or terminate from the Program, you will need to re-enroll in the Program.
5. Qualified Referral. You will be able to submit referrals in the Program in exchange for rewards/credits as defined below (“Credits”) up to the maximum Credits allowed during a Program Term. Credits will be applied to service fees on Your payroll service account in accordance with the Terms. Once You earn the maximum Credits during a Program Term You will not be eligible to earn additional Credits until Your next Program Term begins. Qualified Referrals do not carry-over into a new Program Term. Your first date for submitting referrals will begin on the date You are enrolled and active in the Program. Only Qualified Referrals may earn Credits. A Qualified Referral meets the following criteria.
   1. The referral is submitted through the Program by (i) You through the “Suggest a Referral” button on the Program’s website; (ii) the Prospect by completing a form the Prospect accessed through a marketing asset from the Program’s website (“Marketing Asset”) shared on Your social media network; or (iii) Your Paychex sales representative on Your behalf. 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. All required fields must be completed on the referral form.
   2. Your referral enters into an agreement with Paychex and processes payroll for ninety (90) days with Paychex.
   3. Your referral cannot be (i) a current Paychex client; (ii) a prospective Paychex client during the period one hundred twenty (120) days immediately prior to the referral; (iii) a prior client of Paychex payroll services that received Paychex payroll services within the thirty (30) days prior to the referral; or (iv) 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.

6. Credits. Each Qualified Referral will earn a Credit as defined below. The Credit earned may take up to 30 days to be awarded and will be applied only to Paychex service fees. Credits are not redeemable in cash. One-year free payroll must be used over the course of twelve (12) months following receipt of the Credit. Any Credit not used will be forfeited. Credits may not be shared or transferred and may be used only by Your company. The maximum Credit during a Program Term shall consist of the Credit earned by making four (4) Qualified Referrals.
   1. First 3 Qualified Referrals during a Program Term.
      1. Qualified Referrals with 1 to 9 employees at the time of their first payroll receive a $200 credit.
      2. Qualified Referrals with 10 or more employees at the time of their first payroll receive a $500 credit.
   2. Fourth Qualified Referral During a Program Term. The lesser of (i) one year of free payroll or (ii) $2,500.

7. Marketing Activities and Trademark Usage Guidelines. You can promote Paychex to your network (“Prospects”) as follows:
   1.  Marketing Assets. Paychex will provide You with Marketing Assets on the Program website to use to market and promote Paychex services to your network (“Prospects”). Marketing Assets may include, but not limited to: A personalized sharable URL, a precomposed email for You to email to your Prospects, and precomposed social media posts. Each Marketing Asset will contain a hyperlink for a Prospect to use. The hyperlink directs Prospects to a landing page where the Prospect can complete a form to be contacted by Paychex regarding payroll service. Any materials You plan to use relating to the Program, the Terms, or which identify Paychex or the Services which have not been supplied by Paychex, must be reviewed and approved in writing by Paychex before being used. You shall be solely responsible for the cost of Your marketing and promotional activities related to the Program.
   2. Use of #Sponsored and Disclosure of Incentive. Each social media post must include #sponsored in accordance with FTC guidelines and to openly disclose You are receiving an incentive. If you fail to include required disclosures Paychex may disqualify you from the Program and forfeit any credits.
   3. Modification of Marketing Assets. You may not modify any Marketing Assets in whole or part, without Paychex’s prior written permission. You may re-format Marketing Assets, without any modification or alteration of the substantive content provided that all Paychex copyright and other intellectual property rights are acknowledged.
   4. Use of Your Name or Trademark. Paychex agrees that it will not, without Your prior written consent, use Your name or trademark, or represent, directly or indirectly, that You have approved or endorsed any product, or any Services provided by Paychex.

8. Ownership/License. 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 for the sole purpose of utilizing the Program and this limited license terminates when You or Paychex terminates the Program and/or these Terms.
9. Indemnity Obligations. You agree to indemnify, defend, and hold harmless Paychex from and against all claims, damages, costs, and expenses (including reasonable attorneys' fees) and pay the amount of any adverse final judgment (or settlement) arising out of or related to any use by You of the Paychex Marks or Program.
10. 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 referral to Paychex shall not be covered by this Agreement even if identical information was provided to Paychex by You.
11. Use of Program/Compliance with Laws. You will use the Program as described in these Terms and any Terms on the Program web site. 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 Credits You receive and to comply with any professional rules regarding use of the Program or Credits 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.
12. Account Security. You are solely responsible for (i) designating all users who are authorized to have access to the Account (“User(s)”); (ii) setting and enforcing Your internal policies related to use of Account by any User; (iii) safeguarding all passwords, usernames, logins or other security features used to access the Account ("Account Access"); (iv) use of the Account under any usernames, logins or passwords; (v) ensuring that use of the Account complies fully with the provisions of the Terms; and (vi) any unauthorized access, or use, of the Account caused by Users' actions or inactions, including, without limitation, its failure to safeguard Account or Account Access. You agree to immediately notify Paychex of any actual or suspected unauthorized use of Your Account and acknowledges that You are solely responsible for damages resulting from any unauthorized use or Your failure to timely notify Paychex. Paychex reserves the right to limit, suspend, or terminate Your and/or a User’s access to the Account should Paychex have reason to believe that the security or confidentiality of the Account or Account Access has been compromised.
13. Disclaimer of Warranties/Limitations of Liability. PAYCHEX DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE WITH RESPECT TO THE PAYCHEX MARKS OR THE PROGRAM, FOR ANY PURPOSE. PAYCHEX WILL NOT BE LIABLE FOR ANY DAMAGE OR LOSSES ARISING OUT OF OR OTHERWISE RELATED TO YOUR USE OF THE PROGRAM, INCLUDING WITHOUT LIMITATION YOUR USE OF MARKETING MATERIALS. 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, YOUR USE OF THE PAYCHEX MARKS OR THE PROGRAM, HOWEVER CAUSED AND UNDER WHATEVER THEORY OF LIABILITY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBLITY OF SUCH DAMAGES.
14. General. Except as otherwise expressly set forth herein, the Terms supersede any prior agreements on the same subject matter and will govern Your participation in the Program. You agree that the Terms may be modified by Paychex from time to time at any time by updating the Terms on the Program website and you are responsible for any updates posted on the Program website or sent to You by Paychex. The failure by 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. The Terms 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. The Terms 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 the Terms is intended to create third-party beneficiaries of or under the Terms.
15. These Terms. You should print a copy of the Terms for your records.  To request a hard copy of the Terms please ask your Paychex sales representative or mail you request to Paychex, Attention: Manager, Paychex Referral Network, 911 Panorama Trail South, Rochester, New York.

By clicking the “Accept” box, You acknowledge that You have read, are authorized to sign and agree to and accept, the Terms.