These Terms set forth the terms and conditions pursuant to which We will permit You to access certain payroll management and processing and related services (the “Services”). If You do not accept these Terms, then You may not access or use the Services.
Further, by using or accessing the Services and as part of this Agreement, You also agree to and acknowledge Our Privacy & Security Statement (the “Privacy Statement”).
You are eligible to receive the Services via Your (if You are an authorized representative of the entity subscribing to the Services) or Your employer’s (if You are an individual user of the Services) payroll service provider (“Service Provider”). To the extent that these Terms conflict with any contract You may have with Service Provider, these Terms shall control and supersede any conflicting term of such contract with respect to the Services. These Terms constitute the entire agreement between You and Apex pertaining to Your use of , or access to, the Services. Any and all prior agreements existing between You and Apex regarding Your use of, or access to, the Services are expressly cancelled.
You acknowledge that Your or Your employer’s, as applicable, subscription to the Services may be for a specified term and that any cancellation or termination of such access prior to the end of the applicable term does not relieve You or Your employer, as applicable, of the obligation to pay for the Services for the entire term of Your or Your employer’s, as applicable, subscription.
Content available through the Services (“Content”) may be subject to copyright, trademark, service mark, trade dress and other intellectual property rights or licenses held by Service Provider, Apex or third parties. Apex grants You a limited license to access and use the Services in connection with the payroll processing and management functions of Your employer, and in accordance with any access permissions or restrictions set by Service Provider, your employer or Apex. You may not use the trademarks, service marks, trade dress and copyrighted material displayed on the Services. Other than as set forth above, Apex, its licensors and the Service Provider retain all right, title and interest in and to the Services and Content, including all copyrights, patents, trade secrets and trademarks, and reserve all rights not expressly granted herein. You must abide by all trademark and copyright notices, information, or restrictions contained in or attached to any Content or portion of the Services.
You may not, directly or indirectly, (i) license, sell, redistribute, lease or otherwise transfer or assign any of the Services or the Content, (ii) alter or permit a third party to alter any part of the Services or the Content; (iii) permit any third party to access or use the Services or the Content; (iv) disassemble, decompile, reverse engineer or otherwise attempt to derive source code or other trade secrets from the Services or the Content; or (v) use the Services or the Content for any unlawful purpose; or (vi) attempt to gain or gain access or use of Services or Content for which you are not authorized to access or use.
By uploading files, inputting data or transmitting any other type of communication or information (collectively, the “Data”) within or through the Services, You warrant and represent each time You transmit such Data through the Services that You have the right to do so, and You hereby grant to Apex a perpetual, worldwide, irrevocable, unrestricted, non-exclusive, royalty free license to use, copy, license, sublicense, adapt, distribute, display, publicly perform, reproduce, transmit, modify, edit and otherwise use such Data, in all media now known or hereafter developed, in connection with its provision of the Services; provided, however, that Apex will not disclose any personally identifiable data except as permitted by applicable law or as required to provide You with the Services. You hereby waive all rights to any claim against Apex or for any alleged or actual infringements of any proprietary rights, rights of privacy and publicity, moral rights, and rights of attribution in connection with such Data.
You agree and acknowledge that, when You access the Services through the Mobile Application, We may collect and process information about Your then-current geographic location through the use of GPS, IP address, and other sensor technology. Your employer and other authorized administrative users on Your account may view this information to determine Your geographic location at the time of Your access to the Services through the Mobile Application. Your use and access of the Services via the Mobile Application constitutes Your consent to such collection and use of geographic location data. Except as set forth in our Privacy Statement, We will not share this information with any third parties.
You agree not to disclose to any third parties the username and password You use to access Services. You also acknowledge and agree to be solely and fully responsible for the configuration and security of Your account, software and equipment and assume all risks for all activities that occur under Your configuration, username and password. Apex may suspend or disconnect Your account or the Services due to abuse that occurs as a result of Your compromised system or account, such as when a system becomes infected with a worm or Trojan horse program. You agree to notify Apex or Service Provider immediately of any impending or actual breach of security or other event known to You that may negatively affect the Services. You also agree to properly exit from your account at the end of each session.
Although Apex attempts to ensure the integrity of the Services, it makes no guarantees whatsoever as to the integrity, quality or accuracy of the Services or Content. It is possible that the Services or Content could include inaccuracies or errors, and that additions, deletions and alterations could be made to the Services or Content by third parties. You agree to be fully responsible for all Data that You input, upload or transmit. You understand and agree that some of the Content may be incorrect or inaccurate. Under no circumstances will Apex be liable for any Content or Data, errors or omissions in any Content or Data or for any loss or damage of any kind incurred as a result of the use of any Content or Data.
TO THE FULLEST EXTENT PERMISSIBLE BY LAW, THE SERVICES, INCLUDING ANY DATA CONTAINED WITHIN THE SERVICES, ARE PROVIDED “AS IS.” APEX AND ITS AFFILIATES, LICENSORS AND SERVICE PROVIDERS EXPRESSLY DISCLAIM ALL REPRESENTATIONS OR WARRANTIES OF ANY KIND RELATING IN ANY WAY TO THE SERVICES (HOWEVER ACCESSED), EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NONINFRINGEMENT. YOU ASSUME FULL RESPONSIBILITY AND RISK FOR YOUR USE OF THE SERVICES AND CONTENT. APEX AND ITS AFFILIATES, LICENSORS AND SERVICE PROVIDERS DO NOT WARRANT THAT ANY CONTENT OR FUNCTIONS IN THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE, THAT DEFECTS WILL BE CORRECTED OR THAT THE SERVICES OR THE SERVER THAT MAKES IT AVAILABLE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. APEX, ITS LICENSORS, SERVICE PROVIDERS AND ALL AFFILIATES OF THE FOREGOING SHALL NOT BE LIABLE FOR THE USE OF THE SERVICES, INCLUDING, WITHOUT LIMITATION, THE CONTENT AND ANY ERRORS CONTAINED THEREIN.
YOU ASSUME ALL RISKS ASSOCIATED WITH OBTAINING DATA OR INFORMATION THROUGH THE SERVICES AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE OR OTHER LOSS THAT MAY RESULT FROM SUCH ACTIVITIES.
IN ADDITION, TO THE FULLEST EXTENT PERMISSIBLE BY LAW, APEX AND ITS AFFILIATES, LICENSORS AND SERVICE PROVIDERS ARE NEITHER RESPONSIBLE NOR LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE OR OTHER DAMAGES ARISING OUT OF OR RELATING IN ANY WAY TO THE SERVICES OR CONTENT OR INFORMATION CONTAINED WITHIN THE SERVICES.
THIS POLICY IS ENTERED INTO IN THE STATE OF GEORGIA AND SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF GEORGIA, EXCLUSIVE OF ITS CHOICE OF LAW RULES. EACH PARTY TO THIS AGREEMENT SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL COURTS HAVING JURISDICTION OVER GWINNETT COUNTY, GEORGIA, AND WAIVES ANY JURISDICTIONAL, VENUE, OR INCONVENIENT FORUM OBJECTIONS TO SUCH COURTS. Any cause of action You may have with respect to Your use of the Services must be commenced within one (1) year after the claim or cause of action arises. In the event that any of the provisions of this Agreement are held by a court or other tribunal of competent jurisdiction to be unenforceable, such provisions shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect. Apex’s service providers related to the Services are express third party beneficiaries hereunder.
The Services are owned and made available by Apex Software Technologies, Inc., located at 500 Colonial Center Parkway, Suite 650, Roswell, GA 30076. Disputes between User and User’s Service Provider regarding the Service may be reported to Customer Support by emailing firstname.lastname@example.org.
BY ACCESSING AND USING THE SERVICES, YOU REPRESENT THAT YOU ARE AT LEAST 18 YEARS OLD (OR THAT THIS AGREEMENT HAS OTHERWISE BEEN RATIFIED AND CONSENTED TO BY YOUR LEGAL GUARDIAN) AND AN EMPLOYEE OR AUTHORIZED SIGNATORY OF THE COMPANY SUBSCRIBING TO THE SERVICES AND HAVE THE RIGHT TO ENTER INTO THIS AGREEMENT.