Terms of Use
Paycor API License Agreement, dated August 30, 2016
This Paycor API License Agreement (“Agreement”), effective as of the date of acceptance of this Agreement (“Effective Date”), is by and between Paycor, Inc. (“Paycor,” “we,” “us” or their derivatives) and you, or the individual, company or other entity that you represent (“Licensee,” or “you”). If you are entering into this Agreement on behalf of a company or other entity, you represent and warrant that you have authority to bind such company or other entity to this Agreement.
Before building applications on Paycor's platform, particularly those using the Paycor API (defined below), you are required to agree to this Agreement. If you do not agree to this Agreement, you are not permitted to access or use the Paycor API. By building applications that interact with Paycor's products and services (the “Paycor Services”) or by accessing or using the Paycor API, including but not limited to requesting authentication credentials or making calls to the Paycor API, you unconditionally accept this Agreement and consent and agree to be bound by, and a party to, this Agreement.
This Agreement sets forth the rules around use of the Paycor Services, the Paycor API, and content shared on Paycor that is accessible (through the Paycor API or otherwise) for application development.
BECAUSE THIS IS A BINDING LEGAL AGREEMENT, WE ENCOURAGE YOU TO SAVE A COPY OF THIS AGREEMENT FOR YOUR RECORDS.
If you feel that we should make changes to this Agreement, or if you seek a waiver from certain provisions herein, please contact us at api@paycor.com. Note that, in addition to the terms of this License Agreement, you may also be required to agree to other contract terms, including (a) the Paycor Privacy Policy, and (b) the Paycor Trademark Usage Guidelines (available upon request) in order to use any Paycor trademarks or service marks (the "Trademark Guidelines") and (c) other terms and agreements that may be presented to you with respect to other elements of the Service or related opportunities, including those where you may click "accept" or "agree" to become a party thereto (each of which are a "Separate Agreement"). If there is any conflict between the terms of a Separate Agreement and this Agreement, then this Agreement controls with respect to your use of the API and the terms of the Separate Agreement controls with respect to the subject matter of such Separate Agreement. We may update this Agreement from time to time by posting the updated Agreement on our website. We will endeavor to include a notice on our website that the Agreement has been updated, and encourage you to check the Agreement from time to time for changes. Your continued use of the Paycor API or the Paycor Services will be deemed consent to any updated terms in the Agreement. If you disagree with the updated terms of the Agreement, you must stop using the Paycor API immediately.
1. Description, Licenses, and Restrictions
1.1 Paycor API. The “Paycor API” consists of Paycor’s programmatic web application programming interface (“API”) together with any accompanying source code, executable applications, interface definitions, code libraries and associated tools and documentation that allow you to create a software or web-based application (your "App") that create, read, update or delete certain content from Paycor (the "Content"). The Paycor API, Content and Keys (defined below) are, collectively, the “Licensed Materials.”
1.2 API Modifications. Paycor may modify the Service and the API at any time, and may release subsequent versions of the API. Paycor will endeavor to notify you of any material release or update, but is not obligated to do so. You may be required to obtain and use the most recent version of the API in order to maintain functionality of your App with the Service or to access new or updated features.
1.3 Developer Keys. You must register for a unique Paycor API key from Paycor in order to access the API. You will be issued one or more unique security keys, tokens, passwords and/or other credentials (collectively, "Keys"), for accessing the API and managing your account. You may only access the API with Keys issued to you by Paycor. Access may not always be available. You may not sell, transfer, sublicense or otherwise disclose your Keys to any other party or use them with any other App other than that for which you initially applied for it. You are responsible for maintaining the secrecy and security of your Keys. You are fully responsible for all activities that occur using your Keys, regardless of whether such activities are undertaken by you or a third party. You are responsible for maintaining up-to-date and accurate information (including a current email address and other required contact information) for your account. Paycor may discontinue your access to the Paycor API if such contact information is not up-to-date and/or you do not respond to communications directed to such coordinates. Keys remain the property of Paycor and may be revoked at any time in the discretion of Paycor.
1.4 Prohibited Uses and Restrictions on Use. The Paycor API is made available to allow developers to create Apps that interface with the products and tools offered by the developers or third parties. Without limiting other restrictions in this Agreement, you agree to the following:
End-User Consent is Required. To access any user’s information through the Paycor API you must obtain written consent from that user. Failure to do so is a breach of this Agreement and may subject you to criminal and civil liability. For the avoidance of doubt, you are required to indemnify and hold Paycor harmless from any claim that you accessed information through the Paycor API without a user’s consent. Paycor is not required to confirm your compliance with this requirement, but upon Paycor’s request you shall provide Paycor with copies of such written consent.
Compliance with the Agreements. You must comply with this Agreement and the Separate Agreements in all uses of the Licensed Materials. If Paycor believes, in its sole discretion, that you have violated or attempted to violate any term, condition, or the spirit of this Agreement, your license to and ability to use and access the Licensed Materials may be temporarily or permanently revoked, with or without notice.
No Material Replication. You will not substantially replicate products or services offered by Paycor, but are explicitly permitted to create specialized versions or extensions of such products or services. For example, you must not fully replicate the Paycor dashboard or Paycor mobile applications, but may create specialized views of Content. In addition, you may not use the Licensed Materials or information collected from users of Apps to create or maintain a service in competition with Paycor.
No Export for the Purpose of Replication, Repackaging or Resale. You are not permitted to export Content in a manner intended to replicate, in whole or in part, the Paycor Services, nor will you repackage and/or resell the Licensed Materials, including any Content, in any manner, including but not limited to by offering access to the Licensed Materials through your own API. For the sake of clarity, this restriction is not intended to apply to Apps that may, at the request of a user, export such user’s Content for the purposes of data portability.
No Syndication or Distribution. Apps must not syndicate or distribute Content in any manner, public or private, including but not limited to public redisplay of any Content.
Paycor Security. You must not use the Licensed Materials or Keys in any manner that does or could potentially breach or otherwise undermine the security of the Paycor Services or the Licensed Materials. In addition, you must not, and will not attempt to, (a) interfere with, modify or disable any features, functionality or security controls of the Paycor Services or Paycor API, (b) defeat, avoid, bypass, remove, deactivate or otherwise circumvent any protection mechanisms for the Licensed Materials, or (c) reverse engineer, decompile, disassemble or derive source code, underlying ideas, algorithms, structure or organizational form from the Paycor Services or Paycor API. You will immediately report to Paycor any security flaws you discover in any of the Paycor Services or the Licensed Materials. Paycor reserves the right, in its sole discretion, to determine what constitutes a security flaw. You will also immediately report any actual or suspected unauthorized access to the Licensed Materials or Paycor Services using your credentials. Failure to report such flaws or unauthorized accesses, particularly prior to public disclosure, shall be considered a material breach of this Agreement.
Interference with the Paycor Services. You must not use the Licensed Materials in any manner that might (a) interfere with or disrupt services or servers or networks connected to the Paycor Services, or disobey any requirements, procedures, policies or regulations of networks connected to the Paycor Services, or (b) restrict or inhibit any user from using and enjoying the Paycor Services.
No Phishing, Malware, or Identity Theft. You will not publish or link to malicious content intended to damage, disrupt, compromise, or exploit a user’s browser, computer, mobile (or other) device, or Paycor account or to compromise a user’s privacy in any manner. In addition, you must not collect, or try to collect, a user’s Paycor credentials, including but not limited to usernames or passwords.
Illegal Usage. You must not use the Licensed Materials for any illegal or unauthorized purpose. Your usage of the Licensed Materials and Paycor Services must be in accordance with all applicable laws, regulations, ordinances and court orders. You shall not use the Licensed Materials or Paycor Services in any manner, or in furtherance of any activity that may cause Paycor to be subject to investigation, prosecution, or legal action.
Viruses and Malware. You must not use the Licensed Materials to transmit any viruses, worms, defects, Trojan horses or any items of a destructive nature.
Respect for Limitations. You will respect the letter and the spirit of the programmatic limitations of the Paycor API and Paycor Services and the restrictions of this Agreement in designing and implementing App. For example, you won’t work around any explicit Paycor API limitation, even if such is possible by avoiding use of the Paycor API. Specific prohibited actions include “page scraping”, which is the process of downloading and parsing whole Paycor pages in order to build Apps with capabilities beyond those provided by the Paycor API. In addition, you will comply with any limitations imposed by Paycor on the frequency of access, calls and use of the Paycor API.
No Content Modifications. Unless you are legally permitted to do so, you must not use the Licensed Materials to make any modifications to any Content, other than to modify the formatting of such Content in order to display it in a manner appropriate for the pertinent App.
No Circumvention or Reverse Engineering; Maintenance of Proprietary Notices. You must not, and will not attempt to: (a) interfere with, modify or disable any features or functionality of the Paycor Services or Paycor API including, without limitation, any mechanisms used to restrict or control the Paycor Services or Paycor API such as anti-circumvention measures; (b) translate, reverse engineer, decompile, disassemble or derive source code, underlying ideas, algorithms, structure or organizational form from the Paycor Services or the Licensed Materials; (c) defeat, avoid, bypass, remove, deactivate or otherwise circumvent any protection mechanisms for the Paycor Services or the Licensed Materials; or (d) remove or modify any proprietary notices, attribution or marks from or delivered as part of the Paycor Services or the Licensed Materials.
Inaccurate or Misleading Statements. You may not, under any circumstances, whether within an App or in materials discussing or concerning an App, mislead, confuse or cause misapprehension or confusion among users as to the features, functionality, origin, capabilities, or other aspects of that App, Paycor, the Paycor Services, or the Licensed Materials. You should not advertise or otherwise discuss your application in a way that confuses or misleads users about the application or about Paycor.
Reporting and Statistics. You will ensure that all Licensee Applications properly and accurately use all reporting functionality that is made available through aspects of the Paycor API that are used by such App. When you register an application or report other data to us, you’ll make an effort to ensure that that information is accurate.
1.5 Monitoring Use of the Paycor API. You agree to provide us with access to your App and/or other materials related to your use of the API as reasonably requested by us to verify your compliance with this Agreement. Paycor reserves the right to monitor your use of the Licensed Materials for any reason or no reason, including to ensure your compliance with the terms and conditions of this Agreement. You agree that we may crawl or otherwise monitor online Apps and you agree not to block or interfere with such efforts by Paycor.
1.6 Usage Limitations. Paycor may limit the number of network calls that your App may make via the Paycor API, and/or the maximum file size, and/or the maximum Content that may be accessed, or anything else about the Paycor API and the Content it accesses as Paycor deems appropriate, in its sole discretion; these limitations may on occasion be without notice. In addition, Paycor may post usage limitations at the Developers area of its web site, and change such usage limits at any time. In addition to its other rights under this Agreement, Paycor may utilize technical measures to prevent over-usage and/or stop usage of the Paycor API by an App after any usage limitations are exceeded.
1.7 Support. Paycor has no obligation to provide you or your users with support, software upgrades, enhancements or modifications to the Licensed Materials ("Support"). You understand and agree that you are solely responsible for providing user support and any other technical assistance for your App. Paycor may redirect users and potential users of your App to your email address on your account for purposes of answering general App inquiries and support questions. If Paycor elects at any time to provide Support, it shall be subject to the terms and conditions of this Agreement, and Paycor may terminate the Support at any time without notice to you for any or no reason.
1.8 Sandbox Account. At Paycor’s option, Paycor may make a sandbox account (“Sandbox Account”) available to you in order to facilitate your testing of the Paycor APIs with your App. To the extent Paycor offers such Sandbox Account and subject to your compliance with the terms and conditions of this Agreement, Paycor grants you a personal, nonexclusive, nonsublicensable, nontransferable, revocable and limited license to use the Sandbox Account to test integration with the Paycor APIs; submit and download test transactions; test batch features; simulate sample reports; provide account demonstrations to prospective clients; and test and simulate transaction responses. Any additional usage rights made available to you shall be subject to the terms of this Agreement. You agree that: (a) Paycor has no obligation to maintain test data on its servers and will delete from its systems all Sandbox Account data on regular intervals without notice; (b) only simulated, test data may be submitted or uploaded on or through the Sandbox Account, i.e., real names, address, etc. may not be used for testing purposes; (c) load testing the Sandbox Account or Paycor Services is not permitted; (d) you shall not submit or upload real user data through the Sandbox Account; and (e) Paycor will not monitor or validate any information submitted or uploaded by you on or through the Sandbox Account. You acknowledge that the Sandbox Account is not intended for use in a production environment, and might not have security features or protections enabled.
1.9 Fees. The Licensed Materials, including the Paycor API and associated Keys, are currently provided by Paycor at no charge, but Paycor reserves the right to charge for all or part of the Licensed Materials (or additional features or functionality therefor) in the future. Paycor shall post notice of its intent to charge for the Licensed Materials (in whole or in part) at least thirty (30) days prior to implementing such charge.
2. Proprietary Rights
2.1 Paycor Property. As between you and Paycor, Paycor retains all right, title and interest, including without limitation all intellectual property rights, in and to, (a) the Licensed Materials and any and all elements and components thereof, including content, technology, software, code, user interfaces and any derivative works and/or compilations thereof; (b) the Paycor Marks (defined below), and (iii) any feedback, including suggestions comments, improvements, and ideas (collectively, “Feedback”) about the Paycor Service or any part of the Licensed Materials (collectively, the "Paycor Property").
2.2 License Grant. Subject to the terms and conditions in, and only during the term of, this Agreement, Paycor grants you the limited, nonexclusive, revocable, non-sublicensable and non-transferable license to access and use the Paycor API and Keys solely to develop, test, display, distribute and execute your App; to access and display in your App the Content obtained through the Paycor Service; and to allow others to access your App. You will not, and will not permit any person, directly or indirectly, to (a) reverse engineer, disassemble, reconstruct, decompile, translate, modify, copy or, other than as explicitly permitted hereunder (except to the extent the foregoing restriction is expressly prohibited by applicable law notwithstanding this limitation), or (b) create derivative works of the Paycor API or the Paycor Services, or any aspect or portion thereof, including without limitation, source code and algorithms. You shall not distribute or otherwise disseminate the Paycor API by any means or in any form, except as an integral part of your App. You are ineligible for this license if you are a competitor of Paycor, including without limitation a provider of payroll processing, time and attendance, onboarding, applicant tracking, or HRIS products or services (a “Paycor Competitor”).
2.3 Trademark License. Subject to the terms and conditions in, and during the term of, this Agreement, Paycor grants you a limited, nonexclusive, revocable, non-sublicensable and non-transferable license to display the trade names, trademarks, service marks, logos, copyright notices, domain names and other distinctive brands of Paycor (cumulatively, the "Paycor Marks") in accordance with this Agreement and the Paycor Trademark Usage Guidelines and solely for attributing the source of the Licensed Materials and the Paycor Service, and for the purpose of promoting or advertising that you use the Paycor API and Content in your resulting App. All use by you of the Paycor Marks (including any goodwill associated therewith) shall inure solely to the benefit of Paycor. In a prominent location in all Apps, you should, to the extent reasonable based on the nature of the App, indicate that the application has been created using the Paycor Services and/or the Licensed Materials. You will comply with the Paycor Trademark Usage Guidelines when making that indication.
At no time during or after the term of this Agreement shall you challenge or assist others to challenge the Paycor Marks (except to the extent such restriction is prohibited by law) or the registration thereof by Paycor, nor shall you attempt to register any Paycor Marks or brand identifiers (including domain names) that are confusingly similar in any way (including but not limited to, sound, appearance and spelling) to any of the Paycor Marks.
In using the Paycor Marks, you must not do the following (and for purposes of this Section "use" shall include any use or display of an Paycor Mark):
use a Paycor Mark in any manner that implies a relationship or affiliation with, sponsorship or endorsement by Paycor, other than your licensed right to use the Paycor API;
use a Paycor Mark as part of any names, domain names, logos, or other identifiers of App;
use a Paycor Mark in any manner that can be reasonably interpreted to suggest Content has been authored by or represents the views or opinions of Paycor or Paycor personnel;
use a Paycor Mark to disparage Paycor, its products or services;
use a Paycor Mark in a way that tarnishes, dilutes or otherwise impairs the Paycor Marks;
use a Paycor Mark on your site if it contains or promotes illegal actions or activities;
use a Paycor Mark as the largest or most prominent brand in your App;
use a Paycor Mark in a manner that is misleading, defamatory, infringing, libelous, disparaging, obscene or otherwise objectionable to Paycor; or remove, obscure, distort or alter any element of a Paycor Mark.
2.4 Developer Marks. Paycor may establish a directory of developers using the API and/or the Apps resulting from developer use of the API (a "Directory"). Whether or not you or your App is included in such a Directory would be within Paycor's sole discretion. Paycor may establish a submission process with certain requirements in order to be included within such Directory, including additional information about and possibly an evaluation version of your App (which would be provided to Paycor free of any fees or subscriptions usually associated with the App). You hereby grant Paycor a non-exclusive license to display the trade names, trademarks, service marks, logos, copyright notices, domain names and other distinctive brands associated with you and your App (the "Licensee Brands") in accordance with this Agreement for the sole purposes of identifying your App in the Directory and promoting or advertising your use of the API. Paycor shall not intentionally modify or distort any Licensee Brands. Such display will be at no charge to Paycor.
2.5 Your Warranty, Ownership and License Grants. You represent and warrant that: (a) your App and the Licensee Brand is your original work or was legally obtained; (b) our use of your App and the Licensee Brands as permitted by the licenses granted herein will not violate any third party's rights, and (c) your use of the Licensed Materials and your provision of the App will comply with all applicable laws, regulations, ordinances and court orders. Except to the extent your App and its content contains Paycor Property, Paycor claims no ownership or control over your App or the content sent, posted or displayed through your App, or any of the Licensee Brands. During the term of this Agreement you hereby grant to us a paid-up, royalty-free, nonexclusive, worldwide, irrevocable right and license, under all of your intellectual property rights, to: (a) use, perform and display your App (to the extent you have provided us the means to do so) and Licensee Brands; (b) link to and direct users to your App and (iii) sublicense the foregoing rights to our affiliates or any third parties that are working with us as development partners, hosting facilities and in similar capacities in order to enable them to perform their services for us. Following the termination of this Agreement and upon written request from you, Paycor shall make commercially reasonable efforts, as determined in its sole discretion, to remove all references and links to your App and any Licensee Brands from the Paycor website and service. Paycor shall have no other obligation to delete copies of, or references or links to, your App.
2.6 Paycor Application Development. You acknowledge and agree that Paycor may be independently creating applications, content and other products or services that may be similar to or competitive with your App and its content, and nothing in this Agreement will be construed as restricting or preventing Paycor from creating and fully exploiting such applications, content and other items, without any obligation to you. If you elect to provide us with any Feedback you assign all right, title and interest in and to such Feedback to us, and acknowledge that we will be entitled to use, implement and exploit any such feedback in any manner without restriction, and without any obligation of confidentiality, attribution, accounting or compensation or other duty to account.
3. Privacy and Legal Compliance
3.1 Paycor Privacy Policy. Paycor's collection and use of personal information from its users and developers is governed by Paycor's Privacy Policy, with the exception that Paycor may reveal personal information about you as noted in this Agreement (e.g., for attribution purposes and handling inquiries from users or potential users). You understand and agree that Paycor may access, preserve and disclose your contact information and your App details if required to do so by law or in a good faith belief that such access, preservation or disclosure is reasonably necessary to comply with legal process or protect the rights, property and/or safety of Paycor, its affiliates or partners, the Paycor Service users or the general public.
3.2 Your Privacy Policy. For information you obtain from users of your App, you will, at all times, maintain a high standard privacy policy reasonably consistent with Paycor's Privacy Policy and all applicable laws and regulations. You must clearly post a link to your privacy policy at the point such information is collected. You agree to comply with your privacy policy in the collection, use and storage of such information.
3.3 User Passwords. If your App runs as a "client" on a computer or mobile device owned by an Paycor user, you: (a) may not store the user's password on that device without consent from the user; (b) may not transmit or store that password to any system other than the Paycor service; (c) must protect the password using the standard protection mechanism for the platform (the password must not be stored in cleartext); and (d) must provide a mechanism for the user to log out, which must completely remove the username and password from your application and its persistent storage. If your App runs as an Internet service on a multi-user server, you must not ask for, view, store or cache the sign-in name or password of Paycor user accounts. Authorization to access the user's account is only permitted via the "web service" authentication scheme in the API.
4. Publicity
You are free to promote your App, including advertising in traditional and online media and communicating with your users about your App, so long as you do so truthfully and without implying that your App is created or endorsed in any manner by Paycor (or otherwise embellishing your relationship with Paycor). For example, you may factually state that your App is "used with the Paycor Service" (during the term of this Agreement), provided that your use of any Paycor Marks is in compliance with the Paycor Trademark Usage Guidelines. In addition, you must submit to us a copy or image of any media release or advertising you create including any Paycor Marks, and we request that you provided us a copy of any other media release concerning your App. You will immediately cease any use of the Paycor Marks that we deem unauthorized or incorrect.
5. Indemnity
You agree to indemnify and hold Paycor, its subsidiaries, affiliates, directors, officers, agents, employees, advertisers and partners harmless from and against any and all claims, liabilities, damages (actual and consequential), losses and expenses (including legal and other professional fees) arising from or in any way related to any third party claims relating to your use of the Licensed Materials (including the Paycor API), your App, any violation of this Agreement, any violation of law or regulation, or any other actions connected with your use of or interaction with, or the App's use of or interaction with, the Paycor Services. In the event of such claim, we will provide notice of the claim, suit or action to the contact information we have for you, provided that any failure to deliver such notice to you shall not eliminate or reduce your indemnification obligation hereunder.
6. Disclaimer of Warranties
YOU EXPRESSLY UNDERSTAND AND AGREE THAT: (a) YOUR USE OF THE LICENSED CONTENT AND THE PAYCOR SERVICE IS AT YOUR SOLE RISK. THE LICENSED CONTENT AND THE PAYCOR SERVICE ARE EACH PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, PAYCOR EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. (b) PAYCOR DOES NOT WARRANT THAT (i) THE LICENSED CONTENT OR THE PAYCOR SERVICE WILL MEET ALL OF YOUR REQUIREMENTS; (ii) THE OPERATION OF THE PAYCOR API OR THE PAYCOR SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE, OR THAT KNOWN OR DISCOVERED ERRORS WILL BE CORRECTED; (iii) THE PAYCOR API OR PAYCOR SERVICE WILL PROVIDE RESULTS THAT ARE ACCURATE OR RELIABLE; OR (iv) THE PAYCOR API OR PAYCOR SERVICE WILL MEET YOUR EXPECTATIONS. (c) PAYCOR IS NOT RESPONSIBLE FOR ANY CONTENT OR OTHER MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE LICENSED MATERIALS OR THE PAYCOR SERVICE, ALL OF WHICH IS OBTAINED AT YOUR OWN DISCRETION AND RISK, AND YOU ACKNOWLEDGE AND AGREE THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER OR OTHER DEVICE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD AND/OR USE OF ANY SUCH MATERIAL. (d) NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM PAYCOR'S EMPLOYEES OR AGENTS, OR THROUGH OR FROM THE USE OF THE LICENSED MATERIALS API OR PAYCOR SERVICE, SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.
7. Limitation of Liability
YOU EXPRESSLY UNDERSTAND AND AGREE THAT PAYCOR, ITS SUBSIDIARIES, AFFILIATES AND LICENSORS, AND EACH OF ITS RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS, SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, COVER OR OTHER INTANGIBLE LOSSES (EVEN IF PAYCOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) RESULTING FROM: (i) THE USE OF OR THE INABILITY TO USE THE PAYCOR API; (ii) UNAUTHORIZED ACCESS TO, OR THE LOSS, CORRUPTION OR ALTERATION OF, YOUR APPLICATION, TRANSMISSIONS, CONTENT OR DATA; (iii) STATEMENTS OR CONDUCT OF ANY THIRD PARTY USING THE APP OR THE PAYCOR SERVICE; (iv) PAYCOR'S ACTIONS OR OMISSIONS IN RELIANCE UPON YOUR ACCOUNT INFORMATION AND ANY CHANGES THERETO OR NOTICES RECEIVED THEREFROM; (v) YOUR FAILURE TO PROTECT THE CONFIDENTIALITY OF ANY PASSWORDS OR ACCESS RIGHTS TO YOUR ACCOUNT INFORMATION OR THE ACCOUNT INFORMATION OF ANY USER OF YOUR APP; (vi) THE ACTS OR OMISSIONS OF ANY THIRD PARTY USING THE APP OR THE PAYCOR SERVICE; (vii) THE TERMINATION OF AVAILABILITY OF THE PAYCOR API OR THIS AGREEMENT; OR (viii) ANY OTHER MATTER RELATING TO THE LICENSED MATERIALS, INCLUDING THE PAYCOR API.
8. Confidential Information
The term "Paycor Confidential Information" means any information of or relating to Paycor that becomes known to you through disclosure, observation or otherwise, and that either is designated as confidential by Paycor or that is not generally known or readily ascertainable to the public, including, without limitation, nonpublic information regarding the Licensed Materials (including the Paycor API) and Paycor's products, services, programs, features, data, techniques, technology, code, ideas, inventions, research, testing, methods, procedures, know-how, trade secrets, business and financial information and other activities. All Paycor Confidential Information remains the property of Paycor, and no license or other right in any Paycor Confidential Information is granted hereby. You will not disclose any Paycor Confidential Information to any third party, and will take all reasonable precautions to prevent its unauthorized dissemination, both during and after the term of this Agreement. If you are an organization, you will limit your internal distribution of Paycor Confidential Information to your personnel and agents who have a need to know, and will take steps to ensure that dissemination is so limited, and in no event will you disclose Paycor Confidential Information to Paycor Competitors. You will not use any Paycor Confidential Information for the benefit of anyone other than Paycor. Upon Paycor's written request, you will destroy or return to Paycor all Paycor Confidential Information in your custody or control. In addition to the terms of this provision, you and Paycor will continue to be subject to any nondisclosure agreement that you and Paycor have entered into separately. This provision will survive any termination of this Agreement.
9. Term and Termination
9.1 Term. You agree that this Agreement shall be deemed to be in effect upon the date on which you download, access or use the Paycor API or, if this is a second or later version of this Agreement, the date on which this Agreement is posted at the Paycor web site.
9.2 Paycor Termination. Paycor may change, suspend or discontinue the availability of the Licensed Materials (including the Paycor API), or the functioning of the Paycor API with the Paycor Service, at any time and without advance notice. Furthermore, Paycor may limit, suspend or terminate your use of the Paycor API (and your rights under this Agreement) at any time. In addition, this Agreement shall terminate automatically and without notice immediately upon any breach of the terms of this Agreement by you.
9.3 Your Termination. You may terminate this Agreement (subject to Section 9.6) for any reason or no reason at all, at your convenience, by ceasing your use of the Paycor API and all other Licensed Materials.
9.4 Refusal of Certain Apps. Paycor shall have the right, in its sole discretion, to refuse to permit your use of the Licensed Materials with a particular App. Unless Paycor states otherwise, such rejection will not terminate this Agreement with respect to any other App. Paycor shall have no liability to you for such refusal.
9.5 Effect of Termination. Upon the termination of this Agreement for any reason the rights granted to you herein, including all licenses to the Licensed Materials (including the Paycor API) and Paycor Marks shall terminate. Neither party shall be liable to the other party for damages of any sort resulting solely from the termination of this Agreement.
9.6 Survival. Notwithstanding any termination of this Agreement, Sections 1.4, 1.9, 2, 3, 5, 6, 7, 8, 9.6, and 10 will continue to apply and survive termination.
10. Miscellaneous
10.1 Headings. The section headings in this Agreement are for convenience only and have no legal or contractual effect.
10.2 Third-Party Beneficiaries. You acknowledge and agree that each licensor of Paycor that has any information included in the Content shall be a third party beneficiary to this Agreement, and that such other parties shall be entitled to directly enforce, and rely upon, any provision of this Agreement which confers a benefit on (or provides rights in favor of) them. Other than this, no other person or company shall be a third party beneficiary to this Agreement.
10.3 Waiver. The failure or delay by Paycor to exercise or enforce any right or provision of this Agreement or rights under applicable law shall not constitute a waiver of any such provisions or rights. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of the Agreement remain in full force and effect.
10.4 Statute of Limitations. You agree that regardless of any statute or law to the contrary, any claim or cause of action you may have arising out of or related to use of the Service or otherwise under this Agreement must be filed within one (1) year after such claim or cause of action arose or you hereby agree to be forever barred from bringing such claim.
10.5 Assignment. You may not assign or transfer your rights or obligations (by operation of law or otherwise) under this Agreement, except that both you and Paycor may assign this Agreement to a third party into which it has merged or which has otherwise succeeded to all or substantially all of its business and assets to which this Agreement pertains, by purchase of stock, assets, merger, reorganization or otherwise, and which has assumed in writing or by operation of law its obligations under this Agreement.
10.6 Government Restrictions. Paycor does not make the Paycor API or Licensed Materials available to the United States Government under this Agreement. Any desired usage by the United States Government must be under separate terms agreed upon by the parties.
10.7 Export Controls. You shall comply with all applicable export and re-export control laws and regulations, including the Export Administration Regulations, the International Traffic in Arms Regulations and country-specific economic sanctions programs implemented by the Office of Foreign Assets Control in connection with your use of the Paycor API.
10.8 Remedies. You acknowledge that your breach of this Agreement may cause irreparable harm to Paycor, the extent of which would be difficult to ascertain. Accordingly, you agree that, in addition to any other remedies to which Paycor may be legally entitled, Paycor shall have the right to seek immediate injunctive relief in the event of a breach of this Agreement by you or any of your officers, employees, consultants or other agents.
10.9 Force Majeure. Paycor will not be responsible for any losses arising out of the delay or interruption of its performance of obligations under the Agreement due to any acts of God, acts of civil or military authorities, civil disturbances, wars, strikes or other labor disputes, fires, transportation contingencies, interruptions in telecommunications, utility, Internet services or network provider services, acts or omissions of a third party, infiltration or disruption of the Paycor Services by a third party by any means, including without limitation, DDoS attacks, software viruses, Trojan horses, worms, time bombs or any other software program or technology designed to disrupt or delay the Paycor Services, or other catastrophes or any other occurrences which are beyond Paycor’s reasonable control.
10.10 Governing Law. This Agreement and the relationship between you and Paycor shall be governed by and construed in accordance with the laws of the State of Ohio without regard to conflicts of law principles. You agree that any and all proceedings relating to this Agreement and the subject matter contained herein shall be maintained in the courts of the State of Ohio located in Hamilton County, Ohio, or the federal district courts located in Hamilton County, Ohio, which courts shall have exclusive jurisdiction over all such matters.
10.11 Entire Agreement. This Agreement constitutes the entire agreement between you and Paycor and governs your use of the Paycor API and other Licensed Materials, except and then only to the extent that you have entered into a Separate Agreement. If, through accessing or using the Paycor API or the Paycor Service, you utilize or obtain any product or service from a third party, you may additionally be subject to such third party's terms and conditions applicable thereto, and this Agreement shall not affect your legal relationship with such third party.
Last updated: August 30, 2016