TERMS OF USE

IMPORTANT – THIS IS A LEGAL AGREEMENT (“AGREEMENT”) BETWEEN YOU (“USER”), YOUR PAYROLL SERVICE PROVIDER (SERVICE PROVIDER) AND APEX SOFTWARE TECHNOLOGIES, INC. (“APEX”). IT IS ESSENTIAL THE USER READS THESE TERMS OF USE CAREFULLY. BY ACCESSING AND/OR USING THIS SITE THE USER AGREES AND ACKNOWLEDGES THAT THE USER HAS READ THIS AGREEMENT, THAT THE USER UNDERSTANDS IT AND THAT THE USER AGREES TO BE BOUND BY ITS TERMS. IF THE USER DOES NOT AGREE TO BE BOUND BY ALL THE TERMS AND CONDITIONS CONTAINED HEREIN, DO NOT USE OR ACCESS THIS SITE OR THE SERVICES. WE MAY FROM TIME TO TIME CHANGE THE TERMS OF USE. BY CONTINUING TO USE THE SERVICE FOLLOWING SUCH MODIFICATIONS, THE USER AGREES TO BE BOUND BY SUCH MODIFICATIONS TO THE TERMS OF USE. FOR YOUR CONVENIENCE AND YOUR RECORDS, IT IS SUGGESTED THAT THE USER PRINT AND RETAIN OR SAVE A COPY OF THIS AGREEMENT.

These Terms of Use (the “Terms”) set forth the terms and conditions pursuant to which the Service Provider and/or Apex will provide you with access to certain payroll management and/or processing services (the “Services”). If you do not accept these Terms, then you may not access or use the Services.

The User and certain of its employees are eligible to receive the Services through their Service Provider. To the extent that these Terms conflict with any contract the User 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 the User and Apex pertaining to your use of the Services and access to the Services. Any and all written or oral agreements heretofore existing between the User and Apex regarding your use of, or access to, the Services are expressly cancelled.

Content available through the Services 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 User a limited license to access and use the Services in connection with the payroll processing and management functions of User’s Company, and in accordance with any access permissions or restrictions set by Service Provider, your Company 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 Service Providers retain all right, title and interest in and to the Services, 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 shall not, directly or indirectly, (i) license, sell, redistribute, lease or otherwise transfer or assign any of the Services, (ii) alter or permit a third party to alter any part of the Services; (iii) permit any third party to access or the use the Services; (iv) disassemble, decompile, reverse engineer or otherwise attempt to derive source code or other trade secrets from the Services; or (v) use the Services for any unlawful purpose; or (vi) attempt to gain or gain access or use of Services for which you are not authorized to use or access.

By uploading files, inputting data or transmitting any other type of communication or information (collectively, the “Data”) within or through the Services, User warrants and represents each time User transmits such Data through the Services that User has the right to do so, User hereby grants 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. User hereby waives 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.

User agrees 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 User’s 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. User also agrees to properly exit from your account at the end of each session.

Apex may, in Apex’s sole and absolute discretion, and without prior notice, restrict, change, suspend or discontinue any aspect of the Services at any time, including the availability of any Services feature, in the event that (i) Service Provider fails to pay any fees attributable to the Services or other services provided by Apex to Service Provider; (ii) User violates any terms made in favor of Apex or Service Provider; or (iii) you or another user associated with your Company breaches any terms of use applicable to their use of, or access to, the Services. Apex shall not be liable to User or User’s Company for any such suspension or termination of User’s account or access to the Services.

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. It is possible that the Services could include inaccuracies or errors, and that additions, deletions and alterations could be made to the Services by third parties. User agrees to be fully responsible for all Data that User inputs, uploads or transmits. User understands and agrees that some of the content available on the Services may be incorrect or inaccurate. Under no circumstances will Apex be liable for any Data, errors or omissions in any Data or for any loss or damage of any kind incurred as a result of the use of any Data.

The Services provide a venue by which services, such as payroll may, be provided to User by a third party through the use of Apex’s web site and software. Because we are a venue, in the event that User has a dispute with Service Provider or another user or any other third party providing service to User via the Services, you agree to release and hold harmless Apex (and its officers, directors, agents, subsidiaries, joint ventures and employees) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes.

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, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NONINFRINGEMENT. USER ASSUMES TOTAL RESPONSIBILITY AND RISK FOR USER’S USE OF THE SERVICES. APEX AND ITS AFFILIATES, LICENSORS AND SERVICE PROVIDERS DO NOT WARRANT THAT ANY MATERIAL 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.

USERS ASSUMES 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 AND/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 POLICY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL COURTS HAVING JURISDICTION IN THE COUNTY OF COWETA IN THE STATE OF GEORGIA, AND WAIVES ANY JURISDICTIONAL, VENUE, OR INCONVENIENT FORUM OBJECTIONS TO SUCH COURTS. Any cause of action User 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.

Use for Statistical Analyses. Notwithstanding anything to the contrary, Customer permits Apex to use data obtained from Customer and Clients to prepare statistical analyses, provided that Apex will not reveal information identifiable to any person or specific Client.

Employer OnDemand, Employer on the GO, My Employer on the GO, and Trilogy Timekeeping 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 sales@apexpayroll.com.

USER REPRESENTS THAT USER IS AT LEAST 18 YEARS OLD AND AN EMPLOYEE OR OWNER OF THE COMPANY AND HAS THE RIGHT TO ENTER INTO THIS AGREEMENT.