ADP COMMUNITY TERMS OF USE

IMPORTANT: PLEASE CAREFULLY READ THESE ADP COMMUNITY TERMS OF USE (“TERMS OF USE”) BEFORE USING THE ADP COMMUNITY SITE (THE “SITE”). BY CLICKING ON THE “ACCEPT” BUTTON OR OTHERWISE USING THE SITE, YOU REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, AUTHORITY AND CAPACITY TO CONSENT TO THESE TERMS IN THEIR ENTIRETY AND YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND AND FULLY ACCEPT AND AGREE TO ALL OF THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS IN THEIR ENTIRETY, YOU ARE NOT AUTHORIZED TO ENROLL IN OR OTHERWISE USE THE SITE.

ADP Canada Co. and its affiliates and/or subsidiaries (“ADP”) reserves the right, in our sole discretion, to modify these Terms of Use without further notice and at any time.  Your continued use of the Site after any such change constitutes your acceptance of the revised Terms of Use.  Any changes to these Terms of Use will be effective immediately upon the posting of the revised Terms of Use on the Site. Please note that your use of certain content and features of the Site may be subject to additional terms. By using such content and features, you also agree to be bound by such additional terms.

A. General.

i. You may use and view the Site solely for your personal lawful use as a client, employee or prospective clientof ADP (the “Content”). Any other copying, whether in electronic, hard copy or other format, is prohibited. Any unauthorized attempt to modify the Site or any Content, to defeat or circumvent our security features, or to utilize the Site or any part of the Content for any purpose other than its intended purposes is strictly prohibited.

ii. You may not reproduce, transmit, publicly perform, distribute, adapt, translate, modify, bundle, merge, share or make available to any person, or create derivative works of the Site or any Content contained herein (other than your own User Submission(s) as defined below), or use the Site or such Content for any commercial purpose, without our prior written consent. All other rights are reserved by ADP.

iii. ADP does not formally provide technical support on the Site. Any information that is provided by ADP or ADP employees on the Site is offered on an “AS IS” basis without warranties of any kind.

B. User Submissions.

i. The ADP Community is here to help ADP clients use ADP products and technologies more effectively.  In connection with the Site, you may submit comments, materials, information or other content, including technical support questions, technical support answers or constructive feedback about product features (collectively, “User Submissions”).

ii. User Submissions may be reviewed by human moderators to ensure that they comply with these Terms of Use. In connection with User Submissions, you agree that you will not:

1. submit material that is copyrighted, protected by trade secret or otherwise subject to third party proprietary rights, including trademark, privacy and publicity rights, unless you are the owner of such rights or have permission from their rightful owner to post the material and to grant us all of the license rights granted herein;
2. publish falsehoods or misrepresentations that could damage us or any third party;
3. submit material that is unlawful, obscene, defamatory, libelous, threatening, pornographic, harassing, hateful, racially or ethnically offensive or encourages conduct that would be considered a criminal offense, give rise to civil liability, violate any law or is otherwise inappropriate;
4. post advertisements or solicitations of business; or
5. impersonate another person or business or provide false information regarding yourself, your business, another person or any other business.

iii. ADP does not endorse any User Submission or any opinion, recommendation or advice expressed therein, and we expressly disclaim any and all liability in connection with User Submissions. If notified by a user or a content owner of a User Submission that allegedly does not conform with the terms of these Terms of Use, ADP may investigate the allegation and determine in its sole discretion whether to remove the User Submission or terminate the user’s account, both of which we reserve the right to do at any time.

iv. You understand and agree that when using the Site, you will be exposed to User Submissions posted and/or submitted by other users. ADP does not have any obligation to, and you agree that ADP: (1) has no obligation to review the User Submissions posted and/or submitted by users accessing the Site, (2) is not in any manner responsible for User Submissions, (3) does not guarantee the accuracy, integrity, quality or intellectual property rights of or relating to User Submissions, and (4) cannot assure that harmful, inaccurate, deceptive, offensive, threatening, defamatory, unlawful or otherwise objectionable User Submissions will not appear on the Site. Without limiting the generality of the foregoing, you acknowledge and agree that the information, materials and opinions expressed or included in any User Submissions are not necessarily those of ADP.

v. Notwithstanding the foregoing, you acknowledge and agree that ADP has the absolute right to monitor User Submissions posted to the Site in its sole discretion. In addition, ADP reserves the right to refuse to post or remove any such User Submissions, in whole or in part, or to delete your profile in its entirety, for any reason or for no reason, and to disclose such User Submissions and the circumstances surrounding their transmission to any third party.

vi. Your User Submissions are not confidential or proprietary. You grant to ADP and its designees a non-exclusive, non-revocable, perpetual, irrevocable, worldwide, sublicensable, royalty-free right and license to exploit and/or use your User Submissions and/or your name, likeness and image in any manner or media now or later known, including, without limitation, the right to sublicense and assign and commercialize your User Submissions, without any approval, compensation, or notice to you.  ADP shall have all rights to use the User Submissions, including without limitation, the right to reproduce, record, alter, amend, edit, publish, publicly use, and license your User Submissions.

vii. If you do not want to grant to ADP the rights set out above, do not submit your User Submission to the Site.

C. User Code of Conduct.

i. You agree that you will not and/or will not attempt to:

1. harvest or collect email addresses or other contact information of other Site users for the purposes of sending unsolicited emails or other unsolicited communications or use automated scripts to collect information from or otherwise interact with the Site;
2. use the Site in any unlawful manner or in any other manner that could damage, disable, overburden or impair the Site;
3. upload, post, transmit, share, store or otherwise make available any content that we deem to be harmful, threatening, unlawful, defamatory, infringing, abusive, inflammatory, harassing, vulgar, obscene, fraudulent, invasive of privacy or publicity rights, hateful, or racially, ethnically or otherwise objectionable;
4. upload, post, transmit, share or otherwise make available any unsolicited or unauthorized advertising, solicitations, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation;
5. upload, post, transmit, share, store or otherwise make publicly available on the Site any confidential company information (including your company code), or private information of  your employees or of any third party, including, addresses, phone numbers, email addresses, social insurance numbers (or other similar form of government issued identification numbers), credit card numbers, and any other personal data;
6. upload, post, transmit, share or otherwise make available any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
7. intimidate or harass another user;
8. upload, post, transmit, share, store or otherwise make available content that would constitute, encourage or provide instructions for a criminal offense or other illegal activity, violate the rights of any party, or that would otherwise create liability or violate any local, state, provincial, national or international law; or
9. upload, post, transmit, share, store or otherwise make available content that, in ADP’s sole judgment, is objectionable or which restricts or inhibits any other person from using or enjoying the Site, or which may expose ADP, the Site or its users to any harm or liability of any type.

D. Disclaimers.

i. ADP CANNOT CONTROL THE ACTIONS OF OTHER USERS WITH WHOM YOU MAY CHOOSE TO SHARE YOUR INFORMATION. THUS, WE CANNOT AND DO NOT GUARANTEE THAT USER SUBMISSIONS WILL NOT BE VIEWED BY UNAUTHORIZED PERSONS OR USED FOR IMPROPER PURPOSES. ADP IS NOT RESPONSIBLE FOR ANY CIRCUMVENTION OF PRIVACY SETTINGS OR SECURITY MEASURES CONTAINED ON THE SITE. YOU ACKNOWLEDGE AND UNDERSTAND THAT, EVEN AFTER REMOVAL, COPIES OF USER SUBMISSIONS MAY REMAIN VIEWABLE IN CACHED OR ARCHIVED PAGES OR IF OTHER USERS HAVE COPIED OR STORED YOUR USER SUBMISSION.

ii. ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH YOUR USE OF THE SITE IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH CONTENT.

iii. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US OR FROM THE SITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.  ADP MAKES NO WARRANTIES WHATSOEVER WITH RESPECT TO THE SITE.  YOU ACKNOWLEDGE THAT YOUR USE OF THE SITE IS AT YOUR OWN RISK. THE SITE IS PROVIDED SOLELY ON AN “AS-IS” AND “AS-AVAILABLE” BASIS.  ADP MAKES, AND YOU RECEIVE, NO WARRANTIES, EXPRESS OR IMPLIED, IN FACT OR BY OPERATION OF LAW, STATUTORY OR OTHERWISE, IN EACH CASE TO THE MAXIMUM EXTENT PERMITTED BY LAW.  ADP EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTIBILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, AND/OR NONINFRINGEMENT.  ADP DOES NOT WARRANT THAT THE OPERATION OF THE SITE SHALL BE UNINTERRUPTED, FREE OF VIRUSES, WORMS, TROJAN HORSES OR ANY OTHER MALICIOUS CODE, ERROR FREE OR THAT IT WILL FUNCTION OR OPERATE IN CONJUNCTION WITH ANY OTHER PRODUCT.  ADP FURTHER DISCLAIMS ANY WARRANTY THAT THE RESULTS OBTAINED THROUGH THE USE OF THE SITE WILL MEET YOUR NEEDS.

iv. TO THE EXTENT PERMITTED BY LAW, UNDER NO CIRCUMSTANCES SHALL ADP BE LIABLE FOR ANY DAMAGES SUFFERED BY YOU, INCLUDING, WITHOUT LIMITATION, ANY DIRECT, INCIDENTAL, INDIRECT, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES INCLUDING, WITHOUT LIMITATION, (I) LOSSES ARISING FROM THE USE OR THE INABILITY TO USE THE SITE, (II) LOSSES ARISING FROM UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA, OR (III) LOSS OF INFORMATION, PROGRAMS OR OTHER DATA THAT RESULT FROM ACCESS TO, USE OF, OR INABILITY TO USE THE SITE OR DUE TO ANY BREACH OF SECURITY ASSOCIATED WITH THE TRANSMISSION OF INFORMATION THROUGH THE INTERNET.  THIS LIMITATION OF LIABILITY SHALL BE IN FULL FORCE REGARDLESS OF WHETHER SUCH LIABILITY IS BASED ON BREACH OF CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, AND EVEN IF ADP OR ITS LICENSORS HAD PREVIOUSLY BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

E. General

i. ACCESS TO PASSWORD PROTECTED/SECURE AREAS.  Access to and use of password protected and/or secure areas of the Site is restricted to authorized users only.  Unauthorized access to such areas is prohibited and may lead to criminal prosecution.

ii. PROCEDURE FOR MAKING CLAIMS OF COPYRIGHT INFRINGEMENT. Pursuant to the Digital Millennium Copyright Act, ADP has registered an agent with the U.S. Copyright Office. Notices of claimed copyright infringement on the Site should be directed to: Automatic Data Processing, Inc., One ADP Boulevard, MS 325, Roseland, NJ 07068-1728, Attn: John Gevertz. NOTE: THIS ADDRESS IS FOR COPYRIGHT INFRINGEMENT ISSUES ONLY.  ALL OTHER COMMUNICATIONS REGARDING THE SITE SHOULD BE DIRECTED TO THE COMMUNITY ADMINISTRATOR.

iii. GOVERNING LAW & JURISDICTION.  If you are located in Canada, these Terms of Use shall be governed by and construed in accordance with the laws of the Province of Ontario, and the federal laws of Canada, applicable therein, excluding any conflicts of laws rules, regardless of where any action may be brought you agree to submit to the exclusive jurisdiction of the courts of the province of Ontario.

If you are located in the United States of America, these Terms of Use shall be governed by and construed according to the laws of the state of New Jersey, excluding its conflicts of laws rules, regardless of where any action may be brought.  You agree to submit to the exclusive jurisdiction of the state and federal courts of the state of New Jersey.

If you are not located in the United States or Canada, these Terms of Use shall be governed by and construed in accordance with the laws which apply to your employer’s related service agreement(s) with ADP and to the exclusive jurisdiction of the courts or arbitration tribunals having competence under such agreement(s).

Click here to acknowledge you have read and accept the preceding ADP Community Terms of Use.  If you select “Decline/Do not Accept”, you will not be permitted to access the ADP Community.