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https://www.paycor.com/terms-and-conditions-january-25-2021/
Submission: On October 25 via api from IE — Scanned from DE
Submission: On October 25 via api from IE — Scanned from DE
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Terms and Conditions January 25 2021
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PAYCOR, INC.
--------------------------------------------------------------------------------
PAYCOR TERMS AND CONDITIONS
These Paycor Terms and Conditions (“Paycor Terms”) apply to all Orders between
Paycor, Inc. (“Paycor”) and Client. All references to “Client” hereunder shall
refer to the entity that is receiving Services. These Paycor Terms are effective
as between Paycor and Client as of the date of the Order for Services.
References in these Paycor Terms to the “Agreement” mean collectively these
Paycor Terms, the Order, any related Statements of Work, and any related
Supplemental Agreements.
1. Definitions. For purposes of this Agreement, the terms and phrases listed
below shall have the following meanings:
1.1. “Annual Subscription Fees” as described in Section 21.2.
1.2. “Client Data” means all data and information supplied by Client, or by a
third party on behalf of Client, to Paycor for the performance of the Services.
1.3. “Confidential Information” means all information disclosed by the
Disclosing Party to the Receiving Party, whether orally or in writing, that is
designated as confidential or that reasonably should be understood to be
confidential given the nature of the information and the circumstances of the
disclosure, including, without limitation, each party’s respective business
plans and processes, financial and employee data, proprietary technology and
product information and designs, the Services and the terms of the Agreement.
Without limitation, Paycor’s prices and discounts are its Confidential
Information. Confidential Information excludes information that: (i) is or
becomes generally known to the public other than due to an act or omission of
the Receiving Party; (ii) was known to the Receiving Party prior to its
disclosure by the Disclosing Party without breach of any obligation to the
Disclosing Party; (iii) is received from a third-party on a non-confidential
basis without a known breach of any obligation to the Disclosing Party; or (iv)
was independently developed by the Receiving Party without use of or reference
to any Confidential Information.
1.4. “Disclosing Party” means the Party disclosing Confidential Information.
1.5. “Documentation” means the then-current documentation published and made
generally available by Paycor for the Paycor Services and Paycor Products, as
may be provided to Client upon request or made electronically available to
Client, in the form of manuals and functional descriptions, as the same may be
modified by Paycor from time to time to reflect the latest release of the Paycor
Services and Paycor Products.
1.6. “Fees” means the fees payable by Client to Paycor for Paycor Services and
Paycor Products provided by Paycor, which include but are not limited to Annual
or Monthly Subscription Fees, and Third-Party Products provided by a Third-Party
Provider.
1.7. “Monthly Subscription Fees” as described in Section 21.2.
1.8. “Order” means an Order for Services executed by Paycor and Client that
describes the Services to be purchased by Client.
1.9. “Party” means either Paycor or Client, as the context determines.
1.10. “Paycor Products” means all software programs, including Paycor’s payroll,
human resources, and other systems used to perform the Paycor Services,
tutorials, and Documentation made available, directly or indirectly, by Paycor
to Client in connection with the Paycor Services pursuant to an Order.
1.11. “Paycor Services” means all payroll processing services, payroll tax
filing services, human resource information services, human resource information
systems, Perform Time services, and related payroll processing services provided
by Paycor or any of Paycor’s affiliates to Client pursuant to an Order or
pursuant to Paycor provided free trials or promotions or elected as a services
within the Paycor Products. Paycor Services include, but are not limited to, all
services described herein.
1.12. “Payday” means the pay date/check date of the applicable payroll.
1.13. “Pricing” means the pricing set forth in the Agreement.
1.14. “Receiving Party” means the party receiving Confidential Information.
1.15. “Services” means Paycor Services, Paycor Products and Third-Party
Products, collectively.
1.16. “SOW” means a statement of work for Paycor Services.
1.17. “Third-Party Products” means third-party applications and/or services made
available through Paycor for use in connection with the Paycor Services and/or
Paycor Products.
1.18. “Third-Party Terms” means the general terms and conditions pursuant to
which Client may use Third-Party Products to the extent Client has purchased a
license from Paycor for such Third-Party Products.
2. Paycor Services.
2.1. Performance of Paycor Services. Provided that Client is not in material
default of any of its obligations under this Agreement, Paycor will, based on
the Paycor Services subscribed to and information provided by Client, (i) remit
all applicable tax filings and related payments to the appropriate taxing
authorities or third parties; (ii) remit applicable payroll amounts in the
manner designated by Client; and (iii) provide Client with such Paycor Services
as Client (or any other party on Client’s behalf) may purchase or subscribe to
from time to time pursuant to an Order or SOW. Paycor’s Third-Party Providers
will provide any other applicable services that Client has elected to receive
under any Order in accordance with these Paycor Terms and the applicable Order.
2.2. Credit Approval. Certain Paycor Services are subject to credit approval and
are available only for as long as Client meets Paycor’s credit eligibility
requirements. Paycor shall not be obligated to provide any Paycor Services or
Paycor Products if it is determined by Paycor, in Paycor’s sole discretion, that
Client does not meet Paycor’s credit eligibility requirements.
2.3. Modifications to Services or Products. Paycor reserves the right to modify,
enhance, or terminate any of the Paycor Services and Paycor Products from time
to time. Paycor shall provide reasonable advance notice to Client in the event
of any material modifications to the Paycor Services or Paycor Products being
provided to Client.
3. Tax Filing Services; Designation as Reporting Agent.
3.1. If Client subscribes to tax filing services, Client hereby appoints Paycor
as its reporting agent under Form 8655 of the Internal Revenue Service
(“Reporting Agent”) for the limited purposes of permitting Paycor to represent
Client and to act on behalf of Client with all persons (including, without
limitation, third-party vendors and federal, state and local governmental
agencies and taxing authorities including the Internal Revenue Service) for all
employment tax matters and in all other matters reasonably related to Paycor’s
performance of the Paycor Services. The completion of Internal Revenue Service
Form 8655 by Client shall appoint Paycor as the Reporting Agent with authority
to sign and file federal, state, and local employment tax forms and reports
either electronically or on paper and to make federal, state, and local tax
deposits and other federal, state, or local tax payments on behalf of Client.
3.2. Where permitted by taxing authorities, Paycor is authorized as a designee
of Client to receive returns and copies of notices, correspondence, and
transcripts with respect to employment tax returns filed and deposits made by
the designee. This authorization shall include the appropriate federal, state
and local forms beginning with the tax period indicated on the Form 8655 and
will remain in effect through subsequent tax periods until Client or Paycor
notifies the Internal Revenue Service of termination or revocation of this
authorization.
3.3. Consistent with IRS regulations as stated on Form 8655, this authorization
does not absolve Client of the responsibility to ensure that all returns are
timely filed and the related taxes are paid on time. If, as a result of an error
or omission made by Paycor in performing the tax filing services hereunder, an
applicable taxing authority imposes a penalty on or assesses interest against
Client, Paycor will pay all penalties and interest to the extent resulting from
Paycor’s error or omission. In any such case, Client shall be responsible for
all additional taxes and any other interest charges.
3.4. If Client subscribes to Paycor’s payroll and tax filing services beginning
on a date other than Client’s first pay period of a calendar year, Client hereby
acknowledges and agrees that: (i) Client is responsible for providing to Paycor
complete and accurate information regarding employment tax liabilities,
payments, and filings under Client’s federal EIN for the calendar year during
which such services begin; (ii) Paycor will prepare tax returns, including
applicable quarterly and annual filings, beginning with the period in which
Client first subscribes to such services based on information provided by Client
to Paycor; (iii) Paycor will remit to taxing authorities only those funds which
Paycor has collected from Client regardless of whether those funds represent
Client’s entire tax liability for the period(s) for which such funds are
remitted; and (iv) Client is and shall be responsible for any penalties,
interest, amended return fees, and/or any other fees that may result from
inaccurate, incomplete, and/or late tax filings and/or tax payments caused by
incomplete, inaccurate, or missing tax liability and/or tax payment information
provided by Client.
4. Funding of Obligations. Client’s payment obligations for certain Services
designated by Paycor must be funded using Client’s demand deposit account(s)
(“DDA”). Client agrees to maintain sufficient available funds in its DDA to
cover all of Client’s payment obligations. Paycor may debit Client’s DDA in
order to collect Fees and any other fees and expenses invoiced under this
Agreement as authorized by Client on a bank authorization form. Client requests
for refunds or adjustments will not be processed until Paycor verifies that
sufficient funds were received by Paycor from Client to cover all payments made
by, or amounts due to, Paycor.
5. Wire Transfers. If Client is subject to the Federal $100,000 Next-Day Rule as
specified in Internal Revenue Service Publication 15 (Circular E, Employer’s Tax
Guide), Paycor may require, and Client agrees if so required, that funds
representing the total tax liability will be wire transferred from the Client’s
DDA to Paycor’s account at least one day prior to Payday for the applicable
payroll. In consideration for the cost of this wire service, Client agrees to
pay Paycor a wire transfer fee for each wire transfer. In lieu of Paycor
initiating an Automated Clearing House (“ACH”) debit against Client’s DDA,
Paycor reserves the right, based on Client’s DDA funding history, Client’s
payment history, Paycor’s internal risk policies, and other factors, to require
Client to fund any or all future payment obligations via direct wire transfer or
reverse wire transfer prior to disbursing any funds to any third party. Client
agrees to pay a wire transfer fee for each such transfer.
6. Insufficient or Non-Confirmed Funds.
6.1. If sufficient funds are not available in Client’s DDA to cover Client’s
payment obligations under this Agreement (an “NSF Event”), Paycor may deem
Client to be in breach of this Agreement and Paycor may assess an NSF Event
charge. Upon any NSF Event, (i) Paycor will use commercially reasonable efforts
to promptly notify Client of the NSF Event, and will provide Client with an
opportunity to timely cure the NSF Event, and (ii) Client shall immediately
remit all tax deposits and filings, all employee wages, all wage garnishments,
and all related penalties and interest due then and thereafter during any
suspension or resulting from any suspension or termination. Notwithstanding the
above, Paycor and Client also agree that, upon any NSF Event, Paycor may: (y)
require that any or all future fundings and payment obligations by Client be
made via wire transfer, and Client agrees to pay Paycor’s then current wire
transfer fee for each transfer; and/or (z) elect to terminate certain Services
subscribed to by Client and may require Client to issue corporate checks to its
employees in lieu of termination. The foregoing remedies are in addition to such
other remedies as may be provided herein or otherwise available to Paycor by
law.
6.2. In the event that Paycor’s electronic funds transfer (“EFT”) transactions
on Client’s DDA are returned due to insufficient funds or for any other reason,
Client may request Paycor to reissue the EFT transaction. If so, Paycor will
charge Client a reissuance fee.
6.3. Client shall be liable for all debits initiated by Paycor hereunder in the
performance of the Services. Client unconditionally promises to pay to Paycor
the amount of any unfunded payroll liabilities (including any debit which is
returned to Paycor because of insufficient or uncollected funds or for any other
reason) upon demand, together with interest thereon at the lesser of one and
one-half percent (1.5%) per month or the maximum permitted by law. Also, if any
debit to an employee or other payee’s account reversing or correcting a
previously submitted credit(s) is returned for any reason, Client
unconditionally promises to pay the amount of such debit upon demand and
interest thereon at the rate set forth in this Section. Client shall cooperate
with Paycor and any other parties involved in processing any transactions
hereunder to recover funds credited to any employee as a result of an error made
by Paycor or another party processing a transaction on behalf of Paycor. Paycor
may charge back any amount that Paycor advanced and which Client failed to have
available for Paycor.
7. Supplemental Agreements. Client will execute any other agreements, addendums
or other applicable documents Paycor reasonably deems necessary in order for
Paycor to perform and provide Services (collectively referred to as
“Supplemental Agreements”), including, without limitation, any and all
documentation needed by Paycor to originate EFT transactions on the Client’s DDA
referenced in bank authorization(s) executed by Client, and any and all
documentation, including powers of attorney, requested by any federal, state, or
local governmental agency or taxing authority to evidence the appointment of
Paycor as Client’s Reporting Agent. In addition to any termination rights
provided in these Paycor Terms, a Supplemental Agreement may also be separately
terminated according to its terms.
8. Third-Party Products. Third-Party Products are separately licensed by such
product’s copyright holder (“Third-Party Provider”). In the event Client
purchases licenses for Third- Party Products from a Third-Party Provider through
Paycor, such Third- Party Products are subject to these Paycor Terms and the
applicable Third-Party Terms between such Third-Party Provider and Client. Any
such Third-Party Products will be set forth in an applicable Order. Client
agrees that its signature to the Order constitutes its acceptance of and
signature to the Third-Party Terms applicable to Third-Party Products purchased
thereunder. Notwithstanding anything to the contrary, no additional rights or
remedies are granted by Paycor to Client with respect to Third-Party Products.
All references to Paycor Products or Paycor Services in the Paycor Terms shall
be deemed to exclude such Third- Party Products. Further, Paycor shall not have
any obligation or duty under any provision related to warranty or
indemnification included in the Third-Party Terms. All licenses of Third-Party
Products are granted subject to Client’s payment of all applicable license fees
and compliance with all applicable terms of these Paycor Terms and the
Third-Party Terms. Third-Party Providers include, but are not limited to
Attendance on Demand, Inc., Callidus Software Inc., and Newton Software, LLC.
9. Client Acknowledgments.
9.1. CLIENT ACKNOWLEDGES THAT: (I) PAYCOR IS NOT RENDERING LEGAL, TAX, BENEFIT,
ACCOUNTING OR INVESTMENT ADVICE IN CONNECTION WITH PROVIDING ANY OF THE
SERVICES; (II) PAYCOR IS NOT, AND SHALL NOT BE DEEMED TO BE, A FIDUCIARY OF
CLIENT FOR ANY PURPOSE; AND (III) PAYCOR SHALL NOT BE DEEMED THE EMPLOYER OR A
JOINT EMPLOYER OF CLIENT’S EMPLOYEES FOR ANY PURPOSE.
9.2. Services are designed to assist Client in complying with its applicable
legal and regulatory responsibilities. Nevertheless, Client, and not Paycor,
will be responsible for: (i) compliance by Client with all Applicable Laws (as
such term is defined herein) and governmental regulations; and (ii) any use
Client may make of the Services to assist in complying with such laws and
regulations. Paycor may rely upon information provided by Client in Paycor’s
implementation or provision of Paycor Services, whether received directly from
Client or through a prior or current third-party service provider of Client.
Client will use the Services only for the internal business purposes of the
Client.
10. NACHA Compliance.
10.1. All Paycor Services, Paycor Products, or other services utilizing EFTs
shall be provided to Client in accordance with the operating rules of National
Automated Clearing House Association (“NACHA”) and Office of Foreign Assets
Control (“OFAC”). Client will not provide funding sourced from a non-U.S. bank
account, nor shall Client’s funding cause any employee direct deposit of wages
to be subject to NACHA’s International ACH Transactions rules (“IAT”). If
Client’s funding method results in any employee direct deposit of wages being
subject to IAT, then Client must change the payment method to live check prior
to running the payroll. Client accepts and acknowledges that Paycor has no way
to identify which fundings or payments would cause it to become subject to IAT.
Therefore, Client shall immediately notify Paycor if its payroll becomes subject
to IAT. Client certifies and warrants that it has not been suspended and does
not appear on a national list of suspended originators, and that Client will
immediately notify Paycor if it becomes suspended or subsequently appears on any
such list. Notwithstanding anything to the contrary set forth herein or in any
other writing between Paycor and Client, Client, and not Paycor, shall be
considered the originator in connection with any EFTs made by Paycor for or on
behalf of Client (“Originator”) (including, without limitation, any direct
deposit payments) under all applicable NACHA and OFAC rules. As the Originator,
(i) Client authorizes Paycor and Originating Depository Financial Institution
(“ODFI”) to originate ACH debits and credits to Client’s accounts, Client’s
employees’ accounts, and third party accounts authorized by Client on Client’s
behalf; (ii) Client agrees to be bound by the NACHA rules; (iii) Client agrees
to not originate ACH debits and credits that violate the laws of the United
States; (iv) Client agrees that if Client breaches the NACHA rules, the ODFI and
Paycor have the right to immediately terminate or suspend the Client’s ability
to originate entries in a manner that permits the ODFI and Paycor to comply with
the NACHA rules; (v) Client grants the ODFI and Paycor the right to audit
Client’s compliance with the NACHA rules; and (vi) Client, and not Paycor, shall
be solely liable to the bank with respect to any representations or other
obligations or liabilities whatsoever relating to any such EFTs. Paycor and
Client each agree to comply with the NACHA rules applicable to it with respect
to Paycor Services and Paycor Products.
10.2. If utilizing direct deposit services, Client agrees to its
responsibilities under the NACHA rules to (i) obtain verbal or written
authorization from the employee when setting up direct deposits; (ii) keep any
authorization forms and voided checks stored in a secure manner for the required
two (2) years from the termination or revocation of the direct deposit
authorization; and (iii) provide a copy of any written authorization forms to
employees.
11. Client Data.
11.1. Provision of Client Data. Client shall timely supply to Paycor all Client
Data that is necessary for the performance of the Services including, without
limitation: (i) accurate and complete payroll and tax information, which
information shall be provided to Paycor at least two banking days prior to each
Payday; (ii) copies of all federal, state, and local tax forms, documents and
other related employment tax information; and (iii) copies of any notices or
correspondence received from any federal, state, or local authority with respect
to any tax return or deposit made by Paycor. Based upon a credit risk analysis
and other factors and upon notice to Client, Paycor reserves the right, in its
sole discretion, to require Client to provide accurate and complete payroll and
tax information prior to the timeframe listed in the preceding sentence. Failure
to promptly provide all such information may result in one or more of the
following: additional fees, late deposits to employee accounts, or late payments
or deposits of required taxes. Paycor uses Client Data, including payroll data,
and federal, state and local deposit frequencies and identification numbers, to
perform the Services and Client accepts responsibility for the verification,
accuracy, and timely provision of such Client Data. Paycor is not responsible
for any failure to make deposits or filings if the failure is due to Client’s
failure to provide accurate, adequate, or timely Client Data or sufficient
funds. Client acknowledges that the accuracy of the Paycor Services is dependent
upon Client’s data; therefore, Client agrees that Paycor is not responsible for
any errors in data, including but not limited to, federal, state or local
regulatory violations or other employment policies or practices which may
violate the law.
11.2. Verification by Client. Services are dependent upon Client Data provided
to Paycor by Client. Client agrees that Client, and not Paycor, is responsible
for the accuracy of all Client Data provided to Paycor in connection with the
Services. Client will promptly review, for each pay period, the accuracy of all
Client Data supplied to Paycor and the accuracy of all paychecks, disbursements,
payroll registers, and reports produced for Client by Paycor or Paycor’s
Third-Party Providers. Client agrees to promptly notify Paycor of any errors,
omissions, or discrepancies in the Client Data, and Client releases Paycor from
any liability incurred due to the use of or errors resulting from inaccurate or
incomplete Client Data or the failure of Client to review the accuracy of Client
Data. In the event of any discrepancies in Client Data, Client must promptly
inform Paycor of the correct information. Client will be responsible for the
consequences of any instructions Client provides to Paycor. Client represents
and warrants that it has all requisite right, title and interest to provide
Client Data to Paycor.
11.3. Client Data. Except as otherwise expressly stated herein, (i) Client
retains all right, title and interest in and to Client Data and Client Data
shall remain Client’s sole and exclusive property, including, without
limitation, all copyrights, trademarks, patents, trade secrets, and any other
proprietary rights associated with the Client Data. Client represents and
warrants to Paycor that it has: (i) all right, title and interest in and to all
Client Data; and (ii) obtained the consent of its employees and/or contractors
to use Client Data in connection with the Services. The Parties agree that
Client grants Paycor the right to use Client Data solely for purposes of
performing the Services and nothing in this Agreement shall be construed to
grant Paycor any ownership right in or license to Client Data. Furthermore,
Paycor may collect and use certain Statistical Data, as such term is defined
below, to enable, optimize, support and improve performance of the Services, to
develop and market new products and services, or for industry benchmarking
purposes. “Statistical Data” means non-personal statistical, demographic, or
usage data or metadata generated in connection with any use of the Services.
Statistical Data does not include any personally identifiable information or any
personal data.
11.4. Record Keeping. Client acknowledges and agrees that it is the Client’s and
its employees’ responsibility to store and update records relating to Client
Data and any other information provided by Client to Paycor or Paycor’s
Third-Party Providers. Further, Client acknowledges and agrees that Paycor is
not, and shall not be, Client’s or Client’s employees’ record keeper, and that
Paycor archives various reports it generates (based on information provided by
Client in any form) only as a convenience to Client. Client shall, to the extent
it deems necessary, keep copies of all source documents, records and other
information delivered to Paycor.
12. Data Integration Services.
12.1. If Client subscribes to Paycor’s data integration services, whereby data
is transmitted between Paycor and one or more third parties identified by Client
(“Data Integration Services”), which third parties may include, without
limitation, retirement plan administrators, point of sale systems operators, and
benefit plan administrators (each a “Transmission Partner”), then Paycor’s
provision of Data Integration Services is contingent upon: (i) the agreement of
Paycor, Client, and the Transmission Partner as to the means (e.g., Application
Programming Interface (“API”) or Secure File Transfer Protocol (“SFTP”)),
frequency, and format of the transmission, including whether such transmission
is solely with Paycor as transmitter or recipient, or as both; and (ii) to the
extent that any fees are payable to Paycor in association with the creation or
maintenance of the transmission interface, or transmissions using such
interface, that such fees are documented in an Order, SOW, or such other
documentation as required by Paycor.
12.2. To the extent that Paycor and Client have agreed to use an existing Paycor
interface for Data Integration Services, Client acknowledges and agrees that
Paycor has no obligation to customize such standard interface, and that any
customization required by Client and agreed to by Paycor will incur additional
charges.
12.3. Client expressly consents to data transmissions by Paycor to and from
Transmission Partners as part of the Data Integration Services and agrees that
Paycor has no responsibility with respect to the use or handling of data
transmitted by Paycor to Transmission Partners following transmission, and that
Paycor’s use and handling of any data received by Paycor will be governed solely
by this Agreement.
12.4. Subject to the conditions herein, Paycor agrees to transmit to and receive
from, as applicable, data from designated Transmission Partners, and to use
commercially reasonable efforts to transmit information timely and accurately.
It is Client’s responsibility to verify that the data is received by a
Transmission Partner.
12.5. Client understands and agrees that all funds payable by Client and
associated with such transmission (e.g., retirement plan funds) shall be
remitted directly by Client to the Transmission Partner and shall not be
Paycor’s responsibility. Paycor is not responsible for transmission failures or
errors in the data beyond ensuring that the data and associated files meet the
specifications agreed to by Paycor. Paycor may terminate its Data Integration
Services with any Transmission Partner at any time at Paycor’s discretion.
13. W2 Export Service. Client acknowledges and agrees that Client will be
automatically enrolled in Paycor’s W2 Export Service, which allows Client’s
employees to request, through participating online tax preparation provider
(“OTPPs”), that earnings information (i.e., information from Form W2 and similar
income tax forms) prepared by Paycor for the requesting employee be
electronically transferred to an OTPP for the purpose of facilitating the
completion of the employee’s individual income tax filings. Paycor, in its
discretion, shall determine participating OTPPs and the earnings information
provided through this service. Paycor is not responsible for the actions of any
OTPP, or an OTPP’s use of earnings information, which shall instead be governed
by the relevant OTPP’s privacy policy and terms of use which may exist between
the relevant participating employee and OTPP. For the purposes of this Section,
participating employees are those Client employees for whom Paycor has prepared
an income tax-related document (e.g., a Form W-2), and who have requested
through a participating OTPP that tax information be automatically imported from
Paycor. Paycor may terminate Paycor’s W2 Export Service with any OTPP at any
time at Paycor’s discretion.
14. Workers’ Compensation Services. If Client subscribes to Workers’
Compensation Services, Paycor will calculate workers’ compensation premiums
(“Premiums”) for Client’s employees for the applicable state based on the
National Council on Compensation Insurance (“NCCI”) manual classification(s) as
provided by Client and file and pay the Premiums timely on Client’s behalf to
the Ohio Bureau of Workers’ Compensation (“OBWC”) or applicable insurance
carrier (“Insurance Carrier”). Client will supply to Paycor accurate and
complete data, including NCCI manual classifications and Premium rates issued by
the OBWC or Insurance Carrier, necessary for the timely performance of the
Workers’ Compensation Service. Client will check and verify, for each pay
period, the accuracy of employee NCCI classifications and all Premiums and
timely and fully review reports. Client agrees to immediately notify Paycor of
any errors or changes in rates. If Paycor notices any potential inaccuracy in
data supplied by Client, Paycor will attempt to advise Client of the same;
however, Paycor is not liable for any failure to notify and/or failure to advise
Client of inaccuracies. Client will maintain sufficient funds in its bank
account to cover any direct-debit of Premiums and applicable Fees. Client
understands that Paycor’s provision of these Workers’ Compensation Services does
not absolve Client as the Employer covered by OBWC or Insurance Carrier of the
responsibility to ensure that all Premiums are filed and paid accurately and on
time.
The Workers’ Compensation Services include the option for the Client to
calculate premiums per applicable state payroll guidelines. Client is
responsible for understanding the state guidelines, including without limitation
those governing proper classification of employees under assigned NCCI manual
classifications. Paycor assumes no responsibility or liability for Client’s
improper NCCI classification of employees or Client’s incorrect calculation of
Premiums.
OHIO CLIENTS: Paycor requires Client to sign and deliver form AC-2, which allows
Paycor to act as risk-management representative, on behalf of Client.
15. Paycor Analytics. “Paycor Analytics” is a people analytics and workforce
planning solution that provides Client’s human resources leaders with answers to
pre-built questions across human resource and business topics. If Client
subscribes to Paycor Analytics services, Client represents and warrants that,
during the term of this Agreement, (i) it has all necessary right and licenses
to Client Data for use by Paycor in providing Paycor Analytics, and (ii) such
necessary consents, permissions, and assurances from its employees to provide
Client Data to Paycor and its third-party analytics provider, and permits the
collection, transfer to and processing of Client Data by Paycor for the purposes
contemplated under this Agreement.
16. ACA IRS Filing Services. If Client subscribes to Paycor’s Affordable Care
Act (“ACA”) Internal Revenue Service (“IRS”) filing services (collectively “ACA
Services”), Paycor will: (i) provide Client access to a portal for data entry
and validation (“ACA Portal”); (ii) aggregate Client data available in the
Paycor Products with Client Data entered directly by Client into the ACA Portal
(collectively, the “Aggregated Data”), provided that such data is in the format
specified by Paycor; (iii) inform Client of required data Paycor believes to be
missing from the Aggregated Data; (iv) provide Client the ability to verify
Aggregated Data used for the filing and/or distribution of IRS forms 1094-C,
Transmittal of Employer-Provided Health Insurance Offer and Coverage Information
Return, and 1095-C, Employer-Provided Health Insurance Offer and Coverage; (v)
prepare, file, and distribute a single IRS form 1094-C per federal Employer
Identification Number to the IRS on behalf of Client; (vi) provide a copy of IRS
form 1094-C to Client; (vii) provide forms 1095-C to Client for distribution to
Client’s employees; and (viii) assist Client in the resolution of IRS notices
related to the ACA Services provided by Paycor.
16.1. Client Acknowledgments. Client acknowledges that: (i) the ACA Services
provided by Paycor rely upon data provided by Client to Paycor and that such
Client specific data may not reside in Paycor Products; (ii) the ACA Services
provided by Paycor are not intended to fulfill all Client responsibilities and
requirements under the Patient Protection and Affordable Care Act (“PPACA”);
(iii) Paycor’s ACA Services do not include preparation of forms 1094-B and
1095-B; and (iv) Client must subscribe to ACA Services through December 31 in
order for Paycor to prepare forms 1094-C and 1095-C.
16.2. Client Responsibilities. Client agrees that Client, and not Paycor, is
responsible for: (i) timely verifying the reports and forms compiled or created
by Paycor in the performance of the ACA Services; (ii) Client’s compliance with
any and all provisions of the Employer Share Responsibility provisions of the
PPACA; and (iii) any penalties, interest, and/or fines resulting from Client’s
non-compliance with the Employer Share Responsibility provisions of the PPACA
except for those penalties, interest and/or fines that are the direct result of
Paycor’s errors or omissions in providing ACA Services.
17. Time Clocks; Time Services. Client may purchase or rent time clocks
(“Clocks”) from Paycor in order to facilitate Client’s tracking of employee
time. In conjunction with the purchase or rental of Clocks, Paycor or a
Third-Party Provider shall provide Client with such time services as Client may
request from time to time pursuant to an Order (“Time Services”).
17.1. Rented Clocks. This Section 17.1 applies only if Client has agreed to rent
Clocks from Paycor pursuant to any Order (“Rented Clocks”).
(a) Payment; Billing. Rental payments for Rented Clocks shall be due monthly on
the date and in the amount set forth on the applicable Order.
(b) Rental Term. “Rental Term” shall mean the period that Client is receiving
Time Services.
(c) Termination; Security Charge. If Time Services are terminated by Client or
Paycor, Client shall be charged and debited for the price of a new clock (the
“Security Charge”) for all Rented Clocks in Client’s possession as of the date
such Time Services are terminated (the “Termination Date”). However, for each
Rented Clock that Client returns to Paycor (i) within thirty (30) days of the
Termination Date and (ii) in good condition, reasonable wear and tear excepted,
Paycor will refund the Security Charge.
(d) Lost or Damaged Clocks. If any Rented Clock is lost or damaged due to
Client’s negligent, reckless, or intentional act, Client shall be responsible
for the cost of the repair, up to the then-current replacement value of the lost
or damaged Clock.
(e) Client shall keep the Rented Clocks at all times free and clear of all
claims, levies, liens, encumbrances and process, and shall not pledge, lend,
create a security interest in, or attempt in any manner to dispose of, the
Rented Clocks or any part thereof. Client shall give Paycor prompt notice of any
attachment or other judicial process affecting any part of a Rented Clock.
(f) Unless otherwise set forth in the applicable Order, all subscriptions for
Time Services shall begin (and shall be invoiced from) the first day of the
month in which the Rented Clock is shipped to Client (unless that Rented Clock
has been returned) regardless of when in the month those Rented Clock(s) are
ordered and shipped to Client.
17.2 Purchased Clocks. This Section 17.2 applies only if Client has agreed to
purchase Clocks from Paycor pursuant to any Order (“Purchased Clocks”).
(a) Payment; Billing. The purchase price for the Purchased Clocks is the amount
set forth on the Order, which amount is due and payable prior to Client’s taking
possession of the Purchased Clocks.
(b) Clock Returns. Client may return certain Purchased Clocks to Paycor within
thirty (30) days of Client’s receipt of such Clocks, and if the Purchased Clock
is unopened and still in original packaging (including the back plate and power
cord) Paycor will refund the full purchase price of such Purchased Clock to
Client. If such returned Purchased Clock is returned open and not in its
original packaging or is missing components but is in like-new condition, as
determined by Paycor in Paycor’s sole discretion, Paycor will refund the full
purchase price of such Clock to Client less the restocking fee. Paycor shall pay
any refund due to Client within sixty (60) days of Paycor’s receipt of such
returned Purchased Clock. In all cases, shipping and transportation costs and
charges for any returned Purchased Clocks shall be paid by Client.
(c) Remedy. Client’s remedy for breach of the Clock Warranty (as such term is
defined below) is expressly limited to repair or replacement of the defective
Clock with a Clock of similar functionality in good working condition. Any
Purchased Clock which, under normal use and service, is proven to breach the
warranty described in this Section will, upon examination by Paycor, and at
Paycor’s option, be repaired or replaced with a similar Clock by Paycor. Paycor
reserves the right to replace any Clock with a used or refurbished Clock.
(d) Subject to the manufacturer’s ownership of any intellectual property rights
it may have in a Purchased Clocks, title to the Purchased Clocks shall pass to
the Client when Paycor has received full payment for the Purchased Clocks.
17.3 Use by Client. Client hereby agrees to (a) not use the Clocks except as
part of Paycor’s applications; (b) not modify, reverse engineer, reverse
compile, or disassemble the object code for the Clocks; (c) use commercially
reasonable efforts to prevent unauthorized access to or use of the Clocks, and
notify Paycor immediately of any such unauthorized access or use, (d) sell,
resell, rent or lease the Clocks to any other third parties, (e) not use the
Clocks to store or transmit infringing, libelous, or otherwise unlawful or
tortious material, or to store or transmit material in violation of third-party
privacy rights, (f) not interfere with or disrupt the integrity or performance
of the Clocks or third-party data contained therein, (g) not attempt to gain
unauthorized access to the Clock software, hardware or its related systems or
networks, (h) not remove any proprietary notices, labels, or marks from the
Clocks; (i) frame or mirror any content forming part of the software or
services; or (j) access the Clocks in order to build a competitive product or
service, or copy any ideas, features, functions or graphics of the Clocks.
17.4 Acceptance of Delivery. Client shall give Paycor written notice of damage
to or issues with any Clock within five (5) days after delivery thereof.
17.5 Installation of Clocks. Client shall install, maintain and use the Clocks
at Client’s location(s), and shall arrange for network and Internet connectivity
at the locations. Upon Paycor’s request, the Client will provide a list of all
Clock location(s) and Clocks installed at each such location.
17.6 Maintenance. Paycor, at its cost, will be responsible for maintaining the
Clocks during the period of time that Client subscribes to Time Services (in the
case of Rental Clocks, during the Rental Term). Maintenance of Clocks includes
(i) repairing any defective Clock, and (ii) if Paycor determines that a Clock
cannot be reasonably repaired, replacing such Clock with a comparable Clock. In
the case of maintenance related to a Purchased Clock, Client may be charged a
fee for examination of such Clock. Any Rented Clock and Purchased Clock that is
eligible for replacement services shall collective and individually be
considered a “Covered Device”. In the event that any of the Covered Devices no
longer functions properly, Paycor shall replace the non-functioning Covered
Device. If Client provides Paycor with notice of use of these replacement
services, Paycor will ship (via overnight courier) a replacement of the
equivalent Covered Device with the same fitted accessories for the
non-functioning Covered Device to the Client at a delivery location specified by
the Client. Thereafter, Client (if asked to do so by Paycor) shall return such
Covered Device to Paycor’s place of business within ten (10) days of request of
Paycor. Any replacement clock shall be shipped with a pre-paid return shipping
label. Replacement devices may be new or refurbished units, as determined by
Paycor. If not so returned, Paycor may assess a charge for the replacement
Covered Device equal to the purchase price. Paycor reserves the right to charge
Client the full cost of any repairs and/or the replacement devices if: (i) the
non-functioning Covered Device is not returned within ten (10) days of Paycor’s
written request to return the Covered Device; (ii) Paycor reasonably concludes
that a defect or damage to the Covered Device occurred because Client failed to
follow Paycor’s instructions as to the storage, installation, commissioning, use
or maintenance of the Covered Device or good trade practice, (iii) Paycor
reasonably concludes that Client altered or repaired or attempted to alter or
repair the Covered Device without the written consent of Paycor; or (iv) Paycor
reasonably concludes that a defect or damage occurred as a result of Client’s
willful damage, negligence, improper installation, misuse or abnormal working
conditions.
17.7 Warranties.
(a) Paycor Warranties. Paycor warrants that the Clocks will be of good material
workmanship and will be free of defects if properly installed and operated (the
“Clock Warranty”). In the case of Rented Clocks, such Clocks are covered under
the Clock Warranty during the Rental Term. In the case of Purchased Clocks,
Paycor agrees to pass through to the Client any warranties it receives from the
manufacturer with respect to any Purchased Clocks (the “Purchased Clock
Warranty”). Paycor further warrants that the Clocks shall perform materially in
accordance with the documentation.
(b) Client Warranties. Client represents, covenants and warrants (i) that it has
the right to disclose and provide to Paycor any data collected by Client and its
users through the use of the Clocks, (ii) that Client’s use, distribution,
marketing, dissemination, and/or provision of the Clocks will comply with all
applicable federal, state and local laws, rules and regulations, (iii) that the
Client will not use, nor knowingly permit its users, or other third parties, to
access, use, make available, provide, distribute, or disseminate all or any
portion of the Clock software or hardware in any manner which would violate the
terms of these Terms or any applicable federal, state or local laws, rules, or
regulations, (iv) that the Client’s use and distribution of the Clocks will
comply with the terms of any third party product agreements included with the
Clocks and (v) that the Client has or shall obtain and maintain all necessary
licenses, permissions and consents which may be required for the Clocks hardware
and/or software before installing the Clocks.
(c) Disclaimer of Warranties. THE CLOCK WARRANTY AND PURCHASED CLOCK WARRANTY
ARE EXPRESSLY IN LIEU OF ALL WARRANTIES, EXPRESSED OR IMPLIED, AND ALL OTHER
WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED, INCLUDING, WITHOUT LIMITATION, THE
IMPLIED WARRANTY OF MERCHANTABILITY, THE IMPLIED WARRANTY OF FITNESS FOR A
PARTICULAR PURPOSE, AND ANY WARRANTY OF NON-INFRINGEMENT, NON-INTERRUPTION OF
USE, AND FREEDOM OF ERRORS. IN NO EVENT SHALL PAYCOR BE LIABLE TO CLIENT FOR ANY
CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTAL, OR OTHER DAMAGES OF ANY SORT. IN
NO EVENT WILL PAYCOR’S CUMULATIVE LIABILITY EXCEED THE REPLACEMENT VALUE OF THE
CLOCKS (IN THE CASE OF RENTED CLOCKS) OR THE PURCHASE PRICE OF THE CLOCK AS SET
FORTH ON THE APPLICABLE ORDER (IN THE CASE OF PURCHASED CLOCKS). The Clock
Warranty and Purchased Clock Warranty shall not be deemed as breached for any
Clocks that have been (i) damaged, tampered with, abused, improperly installed,
or damaged in shipping, or (ii) repaired or altered by any person other than an
authorized Paycor representative.
17.8 Liability for Damage. Client shall bear the entire risk of loss and shall
be responsible for any loss of or damage to any Clock not covered under the
Clock Warranty or Purchased Clock Warranty (“Non-covered Device”). In the event
of loss or damage of any kind to all or any portion of the Non-covered
Device(s), Client shall notify Paycor and, at Paycor’s option, Paycor shall: (a)
place the same in good repair, condition and working order; (b) replace the same
with like equipment in good repair, condition and working order, and furnish
Paycor with the necessary documents to vest in Paycor the same title which
Paycor now possesses in the Non-covered Device(s); or (c) if the Partner
determines that the Non-covered Device(s) is or are beyond repair, pay to Paycor
the value of so much of the Non-covered Device(s), or any part thereof, as may
be damaged or destroyed, which value shall conclusively be presumed to be the
amount of the remaining rental fee payments due for the balance of the term
applicable to such Non-covered Devices.
17.9 Indemnification. Client shall indemnify and hold Paycor harmless from and
against any loss, liability, cost, damage, expense, or claim arising from
Client’s use of the Clock(s). 17.10 Effect of Termination. Upon expiration or
termination of the Agreement, the Client shall cease using the Rented Clock and
associated Time Services (provided in connection with a Rented Clock or
Purchased Clock) and within thirty (30) days of Paycor’s request, Client will
return all Rented Clocks to such address within the United States that Paycor
may direct. Client agrees to pay reasonable replacement charges as invoiced by
Paycor for any Rented Clocks not returned to Paycor within such timeframe.
18. Payroll-Related Third-Party Payment Services. If Client subscribes to
“Electronic Child Support”, “Electronic Wage Garnishment” (or other similar
services as designated by Paycor), Client may electronically request that
payroll-related payments be made to third parties by EFT or check as designated
by Client (although EFT payments will only be permitted to the extent Paycor has
approved Client for EFT-related services). Client shall be responsible for
providing payee and amount information electronically from Client and Paycor
shall have no responsibility for calculating payment amounts.
If Client subscribes to Paycor’s garnishment processing service(s) (including
“Wage Garn Processing – Child Support”, “Wage Garn Processing – Garnishment”, or
other similar services as otherwise designated by Paycor), (collectively,
“Garnishment Processing Services”), Client may request that payroll-related
payments be calculated by and/or made to third parties by Paycor, to the extent
permitted. Client must provide Paycor with all documentation (e.g. a wage
garnishment or child support order) required by Paycor to perform this service,
after receipt of which Paycor will use commercially reasonable efforts to
calculate required payments in accordance with Applicable Laws and to enter into
its systems such calculated amounts and payee information. The form of payment
for Garnishment Processing Services (check or EFT) will be at the discretion of
Paycor and Paycor will endeavor to include with such payments, any notices that
are required by statute to accompany payments. Paycor will not prepare or
transmit other notices that are not included with payments, which may be
required for payees, courts, regulatory authorities, or employees.
Checks issued in support of third-party payment services will be issued as
Paycor official checks. Client is legally responsible for reviewing and ensuring
the accuracy of any wage garnishment, child support, or other third-party
payments scheduled by Paycor regardless of payment method, and Client is legally
responsible for ensuring that such payments and associated notices comply with
Applicable Laws. Client further authorizes Paycor to collect funds and initiate
payments to the extent required for any services described herein and subscribed
to by Client.
19. Benefits Administration Services. Client shall be responsible for complying
with the rules and requirements of all health care plans, flexible spending
accounts, health savings accounts, and other benefit plans offered by Client to
its employees. If Client subscribes to Paycor’s benefits administration services
(“Benefits Administration Services”), Client: (i) consents to data transmissions
by Paycor to and from bswift, LLC (ii) will review any and all reports received
from Client’s health insurance carriers and fund managers including, without
limitation, error reports; (iii) will fully cooperate with Paycor and Client’s
health insurance carriers and fund managers to resolve all error reports; and
(iv) will use the Paycor Product to document, update, and correct health
information of Client’s employees as the sole source of data transmitted by
Paycor in connection with the Benefits Administration Services. It is Client’s
responsibility to verify the accuracy and completeness of all health information
maintained in the Paycor Product and supplied to Paycor in connection with the
Benefits Administration Services.
20. Consulting Services. Paycor offers consulting services to assist clients in
configuring the Paycor Services. Paycor shall provide Client with such services
as Client may request from time to time pursuant to an Order or SOW, which shall
be subject to and incorporate these Paycor Terms (“Consulting Services”).
20.1. Place of Performance. Unless otherwise expressly agreed to by Paycor,
Paycor shall perform any purchased Consulting Services at Paycor facilities. In
conjunction with the Consulting Services, Client shall provide Paycor with
remote access to necessary Client systems and appropriate access levels.
20.2. Period of Performance. Paycor shall not be liable if any purchased
Consulting Services exceed the projected timeline set forth on the related SOW.
20.3. Termination of Consulting Services. In addition to any termination rights
provided herein, Consulting Services may also be separately terminated according
to the SOW.
21. Fees for Services.
21.1. In consideration of the rights granted and Services provided hereunder,
Client shall pay Paycor the Fees set forth in the Order or as purchased within
the Paycor Product.
21.2. Subscription Fees. This Section shall apply if Client purchases either an
Annual or Monthly Subscription as set forth on the Order:
(a) Annual Subscription. If Client purchases an annual subscription, Client
agrees to an initial payment for one full year of Service(s). After one year and
annually thereafter, Client will be billed a recurring annual subscription
renewal fee at the then-current annual subscription rate (“Annual Subscription
Fees”). Client accepts responsibility for all recurring charges until Client
cancels the annual subscription in accordance with the terms of Section 24 in
this Agreement.
(b) Monthly Subscriptions. If Client purchases a monthly subscription, Client
agrees to an initial and recurring monthly subscription fee at the monthly
subscription rate set forth in the Agreement, or if no such rates are set forth,
at Paycor’s standard rates for such Services (“Monthly Subscription Fees”).
Client accepts responsibility for all recurring charges until Client cancels the
monthly subscription in accordance with the terms of Section 24 in this
Agreement.
(c) Modification to Subscription Fees. Clients who desire to upgrade their
subscription package to the next package level or enhance their subscription
package to the next subscription tier level may do so in writing at any time.
Any amount remaining under Client’s partially used subscription period will be
credited to the Client’s account and applied to the subsequent payment due.
(d) Billing for Paycor recruiting will begin on the first day of the month that
the Paycor Service is activated. Billing for Annual and Monthly Subscription
Fees will begin on the date of Client’s first payroll processing.
Notwithstanding the foregoing, all Subscription Fees paid are non-refundable.
Unless otherwise set forth in the Agreement, Paycor has the right to change the
Subscription Fees from time to time upon thirty (30) days’ prior written notice
to Client. Paycor may charge additional fees, at the unit rate listed in the
Agreement, in the event of any change in processing method by Client (for
example, increasing employee count over the tier level referenced in the
Agreement.)
21.3. If Client purchases Paycor Services which are subject to bundled pricing,
Paycor will begin billing Client for Fees for the month during which Client
first processes payroll. If Client purchases Paycor Services which are not
subject to bundled pricing, Paycor will begin billing Client for Fees either for
the month during which the Paycor Service is activated or when Client first
processes payroll, whichever occurs later. Paycor shall have the right to assess
a late payment charge on any overdue amounts equal to the lesser of: (i) two
percent (2%) per month; or (ii) the highest rate allowed by Applicable Law.
Unless otherwise set forth in the Agreement, Paycor has the right to change the
Fees and any other charges, fees and any expenses contemplated herein from time
to time upon thirty (30) days’ prior written notice to Client. Paycor may charge
additional fees for Services not enumerated in an Order if such additional
Services are requested by Client. Paycor may charge reasonable miscellaneous
fees including but not limited to stop payment fees, overage fees (in the case
of an annual or monthly subscription early check cashing fees, wire transfer
fees, and inactive account fees, as applicable, and all such fees may be
adjusted at any time without notice. For a full listing of such miscellaneous
fees, see https://www.paycor.com/miscellaneousfees. Fees are subject to change
in the event of any change in processing method or processing frequency by
Client (for example, changing from bi-weekly to semi-monthly payroll
processing). All Fees paid pursuant to this Agreement or any applicable Order
are non-refundable. In the event Paycor seeks legal recourse for the collection
of any unpaid Fees from Client, Paycor will be entitled to collect reasonable
attorney’s fees and other costs incurred by Paycor in such matter. AS ADDITIONAL
CONSIDERATION, PAYCOR MAY INVEST CLIENT’S FUNDS AS PAYCOR DEEMS APPROPRIATE; ANY
AND ALL PROFITS, ACCUMULATIONS, AND ANY OTHER FORMS OF GAIN RESULTING FROM SUCH
INVESTMENTS SHALL ACCRUE FOR THE BENEFIT OF AND SHALL BE THE SOLE PROPERTY OF
PAYCOR, AND CLIENT HEREBY ASSIGNS TO PAYCOR ALL BENEFITS DERIVED ON CLIENT FUNDS
HELD BY PAYCOR. ANY AND ALL LOSSES INCURRED DUE TO PAYCOR’S INVESTMENT OF
CLIENT’S FUNDS WILL BE BORNE SOLELY BY PAYCOR AND WILL NOT BE SUBJECT TO THE
LIMITATION OF LIABILITY.
21.4. Fees are exclusive of all taxes, including without limitation, sales, use,
value-added or other taxes or levies on transactions made under this Agreement.
Client shall pay Paycor an amount equal to any tax Paycor is required to collect
or pay upon the sale, license, or delivery of deliverables to Client by Paycor
exclusive of taxes imposed upon Paycor’s net income.
21.5. Unless otherwise stated herein or agreed to in writing, Paycor shall debit
Client’s DDA for the Fees and all other fees. Implementation fees as described
in the Agreement or any Orders are non-refundable. Client has fifteen (15) days
from the date of a debit or the date of an invoice, whichever is later, to
dispute any charges or withdrawals and if not disputed in such time frame then
Client waives any claims related to such charges or withdrawals.
21.6. In the event that Client is overdue on payment of Fees, Paycor may offer
Client a one-time option to pay Fees via credit card. If Client elects to make
the payment of any Fees via credit card payment, Client agrees to be responsible
for any associated convenience fee up to four percent (4%) of the invoiced
amount and any related late fees and interest charges. Client acknowledges and
understands that payroll and tax liability may not be paid via credit card.
21.7. If applicable, deposits paid by Client upon execution of this Agreement
shall be applied to Client’s invoice for the first payroll processed by Paycor
on behalf of Client. Client shall forfeit deposits in the event Client
terminates this Agreement prior to such initial processing of payroll.
22. Warranties; Remedies; Exclusions.
22.1. Paycor represents and warrants that: (i) it shall provide the Paycor
Services using personnel having a level of skill in the area commensurate with
the requirements of the Paycor Services to be performed; (ii) the functionality
of the Paycor Products will not be materially decreased during the term of this
Agreement, subject to Paycor’s right to modify, enhance or terminate any of the
Paycor Products from time to time upon notice; (iii) it shall utilize software
and other security means designed to prevent the Paycor Products from containing
or transmitting malicious code; (iv) the Paycor Products will perform in
accordance with the Documentation; and (v) to its knowledge, it owns or
otherwise has sufficient rights in the Paycor Products and the Documentation
granted herein. Paycor’s warranty is conditioned on Client’s (a) use of Paycor
Services and Paycor Products in accordance with Paycor’s instructions, (b) not
making any unauthorized repairs or alterations to Paycor Products or Paycor
Services, and (c) not being in default of any payment obligation to Paycor.
Paycor does not warrant that: (i) the Paycor Services or Paycor Products will
meet Client’s specific requirements, regardless of whether Paycor or any Paycor
representative knew or should have known of such requirements; (ii) the Paycor
Services and Paycor Product will be uninterrupted or error-free; (iii) the
results that may be obtained from use of the Paycor Services or Paycor Product
will be accurate or reliable; (iv) the quality of any products, services,
information, or other materials purchased or obtained by Client through the
Paycor Services or Paycor Product will meet Client’s expectations; or (v) any
errors in the Paycor Services or Paycor Product will be corrected.
22.2. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN HEREIN, PAYCOR MAKES NO
ADDITIONAL REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED
IN FACT OR BY OPERATION OF LAW, OR STATUTORY, AS TO ANY MATTER WHATSOEVER.
PAYCOR EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY,
NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. PAYCOR MAY NOT MAKE OR
PASS ANY OF ITS REPRESENTATIONS OR WARRANTIES SET FORTH HEREIN TO ANY
THIRD-PARTY. TO THE MAXIMUM EXTENT PERMITED BY LAW, ALL SERVICES AND PRODUCTS
PROVIDED PURSUANT TO THIS AGREEMENT ARE PROVIDED “AS-IS.”.
22.3. THE WARRANTIES SET FORTH IN THIS SECTION ARE THE SOLE AND EXCLUSIVE
WARRANTIES PROVIDED BY PAYCOR TO CLIENT AND ARE SUBJECT TO LIMITATIONS OF
LIABILITY SET FORTH BELOW.
22.4. CLIENT REPRESENTS AND WARRANTS THAT IT WILL COMPLY WITH ALL APPLICABLE
FEDERAL, STATE AND LOCAL LAWS, RULES AND REGULATIONS (“APPLICABLE LAWS”), WHICH
INCLUDES BUT IS NOT LIMITED TO ALL APPLICABLE LAWS ADDRESSING THE COLLECTION,
STORAGE, NOTIFICATION AND RECEIPT OF CONSENTS RELATED TO PRIVACY, DATA SECURITY,
AND BIOMETRIC INFORMATION AFFECTING BOTH CLIENT’S INFORMATION AND ANY
INFORMATION COLLECTED BY CLIENT AND PROVIDED TO PAYCOR AND ITS THIRD-PARTY
PROVIDERS REGARDING CLIENT’S EMPLOYEES, AGENTS AND INDEPENDENT CONTRACTORS.
23. Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY LAW, EXCEPT FOR
(i) INTEREST CHARGES AND PENALTIES IMPOSED BY TAXING AUTHORITIES TO THE EXTENT
PROVEN TO BE THE DIRECT RESULT OF PAYCOR’S NEGLIGENCE; (ii) ACTUAL DAMAGES
INCURRED BY CLIENT AS A DIRECT RESULT OF THE CRIMINAL, FRAUDULENT ACTS OR
WILLFUL MISCONDUCT OF PAYCOR; AND (iii) THIRD-PARTY CLAIMS AS DESCRIBED IN
SECTION 27.4 BELOW, THE CUMULATIVE LIABILITY OF PAYCOR TO CLIENT FOR ALL CLAIMS
RELATING TO OR ARISING FROM PAYCOR SERVICES, PAYCOR PRODUCTS, CLOCKS OR THE
AGREEMENT, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS THE TOTAL FEES PAID BY
CLIENT TO PAYCOR FOR THE AFFECTED SERVICES FOR ONLY THE PAY PERIOD(S) FROM WHICH
SUCH LIABILITY ARISES (THOUGH IN NO EVENT MORE THAN ONE (1) MONTH’S AVERAGE FEES
FOR THE AFFECTED SERVICES EVEN IF LIABILITY ARISES FROM MULTIPLE PAY PERIODS,
SUCH AVERAGE BEING MEASURED OVER THE TWELVE MONTH PERIOD PRECEDING THE
LIABILITY). IN THE CASE OF AN ANNUAL OR MONTHLY SUBSCRIPTION, THE “TOTAL FEES
PAID BY CLIENT TO PAYCOR FOR THE AFFECTED SERVICE” SHALL BE THE ANNUAL
SUBSCRIPTION FEE OR MONTHLY SUBSCRIPTION FEE, AS APPLICABLE, PAID BY CLIENT. IN
NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR TO ANY THIRD-PARTY
FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTAL OR OTHER DAMAGES OF ANY
SORT (INCLUDING LOST PROFITS, LOST REVENUE, LOST INCOME, OR ANY REVENUE ARISING
FROM LOSS OF ANTICIPATED BUSINESS) NOT SPECIFICALLY PROVIDED FOR HEREIN AS A
RESULT OF THE PERFORMANCE OR NON-PERFORMANCE OF ANY OBLIGATION UNDER THIS
AGREEMENT, EVEN IF A PARTY HAS ADVISED THE OTHER PARTY OF THE POSSIBILITY OF
SUCH POTENTIAL LOSS OR DAMAGE, AND EVEN IF SUCH DAMAGES WERE OR SHOULD HAVE BEEN
FORESEEABLE. FURTHER, UNDER NO CIRCUMSTANCES WILL EITHER PARTY BE LIABLE TO THE
OTHER PARTY OR ANY THIRD-PARTY WITH RESPECT TO ACTIONS, FACTS OR CIRCUMSTANCES
OCCURRING OR EXISTING PRIOR TO THE DATE OF THIS AGREEMENT. THE FOREGOING
LIMITATION OF LIABILITY AND EXCLUSION OF DAMAGES APPLIES REGARDLESS OF ANY OTHER
REMEDIES A PARTY MAY HAVE. CLIENT ACKNOWLEDGES THAT THIS SECTION IS AN INTEGRAL
PART OF THE AGREEMENT THAT HAS BEEN BARGAINED FOR BY THE PARTIES, AND THAT THIS
SECTION WILL REMAIN IN EFFECT EVEN IF ANY OTHER PROVISION OF THIS AGREEMENT
FAILS OF ITS ESSENTIAL PURPOSE.
24. Term and Termination.
24.1. Term. This Agreement shall commence on the date of written acceptance by
Paycor and shall continue until terminated in accordance with the provisions of
the Agreement.
24.2. Termination for Convenience. Unless otherwise provided in this Agreement
either Party may terminate this Agreement at any time by providing thirty (30)
days’ advance written notice to the other Party. Unless otherwise provided on
the relevant Order, if Client terminates an individual Service, Client shall pay
any Fees related to such terminated Service through the termination date.
Monthly Fees will not be prorated in the event of such termination. Client
acknowledges that Pricing is determined based on anticipated cumulative volume,
and that, in the event Client terminates an individual Service or Client fails
to initiate a purchased Service, Paycor reserves the right to re-price
continuing Services up to Paycor’s then-current standard pricing. Until
execution of this Agreement by Client and Paycor, and after termination of this
Agreement for any reason, Paycor has no obligation to perform any Services for,
or on behalf of, Client.
24.3. Termination and Suspension for Cause. Paycor may, in its sole discretion,
immediately terminate this Agreement without prior notice should Client not
remedy any suspension of Services as provided in this Agreement, within a
reasonable time as determined by Paycor and to Paycor’s satisfaction, or if
Paycor suspends the Services more than once within a twelve (12) month period.
If Paycor suspects any unlawful activity by Client or any of Client’s employees
or if Client fails to pay any Fees, fails to maintain sufficient funds in its
DDA, becomes the subject of a proceeding under the Bankruptcy Code, seeks
appointment of a trustee, receiver or custodian, seeks liquidation, dissolution
reorganization or the like, fails to maintain a credit rating reasonably
acceptable to Paycor, or fails to perform any other obligation under this
Agreement, Paycor may, at its discretion, in addition to other available
remedies: (i) indefinitely suspend any combination of payrolls in process,
future payrolls, or any and all Services under this Agreement, whether provided
by Paycor or a third party until such time as the underlying cause is remedied
to Paycor’s satisfaction; (ii) terminate this Agreement, upon written notice to
Client; or (iii) take any and all other actions it deems appropriate to secure
payment of all amounts owed to Paycor by Client under this Agreement including
termination of this Agreement immediately and without prior notice. In addition
to and not in limitation of any of Paycor’s remedies, Client grants Paycor the
right to offset for any amounts owed by Client to Paycor in any Paycor account.
Client agrees to pay for all collection costs, including reasonable attorneys’
fees, which Paycor may incur as a result of Client’s failure to perform any
obligation under this Agreement.
24.4. Effects of Termination. If either Party terminates this Agreement for any
reason, Paycor shall not be responsible for making any further payroll tax
deposits or filings, and Paycor may retain deposits to offset any amounts owed
from Client. Notwithstanding the foregoing, if this Agreement is terminated for
any reason other than Client’s breach or default: (i) Paycor will, at Client’s
request, prepare and file any outstanding employment tax forms and reports,
prepare employee W2s and perform other reasonable and customary actions related
to the terminated Services provided that Client has paid for such Services; (ii)
Client will remit any and all tax and third party payments beginning with the
date of termination; and (iii) Paycor will return to Client any uncommitted
Client funds held in any Paycor account net of all payment obligations and Fees
for Services performed through the date of termination.
24.5. Data Access Upon Termination. If this Agreement is terminated for any
reason other than Client’s breach or default hereunder, Client shall, for up to
thirty (30) days after the date of termination, be provided with access to
online reports and custom reporting as previously subscribed to by Client, for
the sole purpose of obtaining an electronic copy of its Client Data. Paycor is
not responsible for Client’s failure to obtain an electronic copy of its data
within such thirty (30) day period, and Client releases Paycor from any and all
claims related thereto. Client acknowledges and agrees that Paycor shall have no
obligation to provide Client with access to its Client Data: (i) in the event
Client is in breach or default hereunder, or (ii) beyond the thirty (30) day
period referenced herein.
25. Intellectual Property. Paycor Products and Paycor Services are the exclusive
property of Paycor or the third parties from whom Paycor has secured the rights
to license. Client is being granted a limited, non-exclusive, non-transferable,
non-sublicensable, revocable right to access and use the Paycor Products solely
for purposes of inputting and providing certain data in order for Paycor to
provide the Paycor Services, and subject to these Paycor Terms. No rights are
granted to Client hereunder other than as expressly set forth herein. All
rights, title and interest in or to any copyright, trademark, service mark,
trade secret, and any other proprietary right relating to the Paycor Products
and the Paycor Services and their related logos, product names, etc., as well as
any modifications that are derivative works of the foregoing, are reserved by
Paycor. Client agrees that it shall not remove, obscure, or alter any
proprietary rights notices (including copyright and trademark notices) which may
be affixed to or contained within the Paycor Products or Paycor Services. Client
shall not (i) use Paycor trademarks in any manner without Paycor’s advance
written consent; (ii) change, modify, adapt, disassemble, decompile, reverse
engineer or enhance any portion of the Paycor Products or Paycor Services being
provided to Client hereunder, (iii) modify, copy, or create any derivative works
based on the Paycor Products or Paycor Services; (iv) license, sublicense, sell,
resell, rent, lease, transfer, assign, distribute, time share, offer in a
service bureau, or otherwise make the Paycor Products or Paycor Services
available to any third-party, other than as otherwise permitted herein; (v)
access the Paycor Products or Paycor Services in order to build any commercially
available product or service; or (vi) copy any features, functions,
integrations, interfaces, or graphics of the Paycor Products or Paycor Services,
and any attempt to do so (whether by Client or a third party directed by Client)
shall be deemed a breach of this Agreement by Client.
26. Confidentiality and Security.
26.1. Non-public Personally Identifiable Information. Paycor agrees to treat all
non-public personally identifiable information (“Information”) that Client
discloses to Paycor (including but not limited to employee pay rates, employee
names, addresses, social security numbers, telephone numbers, e-mail addresses,
credit information, account numbers, or account balances) in accordance with
applicable privacy laws, rules, and regulations. Except as provided herein,
Paycor will use Information solely for the purpose of performing the Services.
Client agrees that Paycor may disclose Information to: (i) Paycor’s employees or
agents (including its attorneys, auditors, or accountants) in the ordinary
course of Paycor’s business; (ii) non-affiliated third parties who need access
in order for Paycor to carry out the Services or any other services requested by
Client, including but not limited to Third-Party Providers; (iii) employees,
agents, affiliates, or contractors of Client that supplied such Information to
Paycor or that Client has authorized to receive such Information from Paycor; or
(iv) as is otherwise required by Applicable Law (including but not limited to
responding to subpoenas and investigations by government regulatory
authorities). Paycor shall take appropriate measures to maintain the security
and confidentiality of Information, treating such Information in a manner
similar to which Paycor treats its own Information.
26.2. Confidentiality. The Receiving Party shall use the same degree of care to
protect the Disclosing Party’s Confidential Information against unauthorized
use, access, or disclosure that it uses to protect its own Confidential
Information (but in no event less than reasonable care). Further, the Receiving
Party shall not use Confidential Information except to the extent necessary to
exercise its rights and perform its obligations under the Agreement. The
Receiving Party shall not disclose any of the Disclosing Party’s Confidential
Information to anyone other than: (i) those employees, representatives, and
agents of the Receiving Party who have a need to know such Confidential
Information in order for Paycor to perform the Services and who are bound to
maintain the confidentiality of, and not misuse, such Confidential Information;
or (ii) as is otherwise required by Applicable Law (including but not limited to
complying with subpoenas, investigations by government regulatory authorities,
and disclosing such information to Paycor’s attorneys, auditors, and
accountants). To the extent necessary under this Agreement, each Party may
disclose the Confidential Information of the other Party to employees or
subcontractors who are bound by written obligations of confidentiality and
non-disclosure at least as protective as those set forth herein. In the event of
a court order or government regulation compelling disclosure of any Confidential
Information, the Receiving Party shall provide the Disclosing Party with prompt
written notice thereof, and shall reasonably cooperate with the other Party to
seek confidential or other protective treatment. Confidential Information is and
at all times will remain the property of the Disclosing Party. The foregoing
obligations as to confidentiality shall remain in full force and effect
notwithstanding any termination of the Agreement for whatever reason.
26.3. Data Security. Paycor shall maintain commercially reasonable
administrative, physical, and technical measures that are designed to protect
the security, confidentiality, and integrity of Client Data, and that are
reasonably appropriate to the risks represented by the processing and nature of
the provided Client Data to be protected, and designed to guard against the
accidental or unauthorized access, use, loss, or disclosure of Client Data while
it is in the Paycor Products. Client acknowledges that Client has an independent
duty to comply with any and all Applicable Laws in connection with its provision
of Client Data to Paycor. Client may not perform any security penetration tests
or security assessment activities without the express advance written consent of
Paycor.
26.4. Online Access. Certain Paycor Products or Paycor Services may be accessed
by Client and its authorized employees through the internet at a website
provided by Paycor or on behalf of Paycor, including those hosted by Paycor on
behalf of Client. In addition, and notwithstanding anything to the contrary
contained herein, Client acknowledges that security of transmissions over the
internet cannot be guaranteed. Paycor is not responsible for (i) Client’s access
to the internet, (ii) interception or interruptions of communications through
the internet, or (iii) changes or losses of data through the internet, in each
case other than to the extent caused solely by Paycor.
26.5. Password Protection. Client agrees to maintain the privacy of usernames
and passwords associated with Paycor Services and Paycor Products provided
through the internet. Client is fully responsible for all activities that occur
under Client’s password or internet account. Client agrees to (i) immediately
notify Paycor of any unauthorized use of Client’s password or internet account
or any other breach of security; and (ii) ensure that Client exits from Client’s
internet account at the end of each session. Paycor shall not be liable for any
damages incurred by Client or any third party arising from Client’s failure to
comply with this Section.
26.6. Client Data Protection. In order to protect Client Data, if Paycor
suspects any breach of security, Paycor may immediately suspend any or all of
Client’s and Client’s employees’ use of Paycor Services and Paycor Products
provided through the internet without prior notice.
26.7. Paycor’s Pricing. Client acknowledges and agrees that the Pricing is
proprietary to Paycor, that Paycor takes reasonable measures to maintain the
confidentiality of the Pricing, and that Paycor derives value from the Pricing
not being generally known to the public. Accordingly, Client acknowledges and
agrees that, during the term, it will not disclose the Pricing to any third
party (other than to Client’s employees and advisors who have a need to know the
Pricing in connection with Client’s legitimate business purposes), and that
Client will use commercially reasonable efforts, consistent with how Client
treats its own confidential and proprietary information, to maintain the
confidentiality of the Pricing.
26.8. Paycor Branding. Client shall not use the nomenclature, copyrighted
information, branded materials, or information otherwise derived of Paycor or
its affiliates for purposes of internal security training.
26.9. Data Processing Agreement. Client may request a Data Processing Addendum,
as may be required by the General Data Protection Regulation (“GDPR”), by
sending such request to privacy@paycor.com. Client understands and acknowledges
that the Paycor HR AnswerLink service does not meet GDPR compliance
requirements.
27. Indemnification.
27.1. Fraudulent/Criminal Acts. Each Party shall indemnify the other Party
against any loss, liability, cost, damage or expense (each a “Loss”) arising
from, or in connection with, any fraudulent or criminal acts of said Party or
said Party’s employees, representatives or agents.
27.2. Client’s General Indemnification. Except to the extent a Loss arises
solely and exclusively from Paycor’s negligence, Client shall indemnify and hold
Paycor harmless from and against any Loss arising from or otherwise relating to:
(i) Client’s breach of any representation or warranty set forth in this
Agreement; (ii) Client’s failure to perform any covenant or other obligation set
forth in this Agreement; (iii) the timeliness or accuracy of information
supplied by Client to Paycor; (iv) actions taken by Paycor pursuant to
instructions provided by the Client; or (v) Client’s use, misuse, or resale of
the Services.
27.3. Paycor’s General Indemnification. Subject to the limitation of liability
contained in Section 23, Paycor shall indemnify and hold Client harmless from
and against any Loss arising from or otherwise relating to: (i) Paycor’s breach
of any representation or warranty set forth in this Agreement; or (ii) Paycor’s
failure to perform any covenant or other obligation set forth in this Agreement.
27.4. Third-Party Claims of Infringement. Paycor shall indemnify and hold
harmless Client from and against any Loss directly arising from a claim that
Client’s use of any of the Paycor Products infringes the intellectual property
rights of a third party; provided, however, that: (i) Client has not modified or
otherwise altered any of the intellectual property comprising or contained in
the Paycor Products; (ii) Client shall give prompt written notice to Paycor of
the third-party claim (except that the failure to provide prompt notice will
only limit the indemnification obligations to the extent Paycor is prejudiced by
the delay or failure); (iii) Paycor has full and complete control over the
defense and settlement of the third-party claim; and (iv) Client shall assist
Paycor in connection with the defense and settlement of the third-party claim as
reasonably requested by Paycor. If Client is enjoined or otherwise prohibited
from using any of the Paycor Products or a portion thereof based on a claim that
such Paycor Products infringe the intellectual property rights of a third party,
then Paycor may, at its sole expense and at its option, either: (x) obtain for
Client the right to use the allegedly infringing portions of the Paycor
Products; (y) modify the allegedly infringing portions of the Paycor Products so
as to render them non-infringing without substantially diminishing or impairing
their functionality; or (z) replace the allegedly infringing portions of the
Paycor Products with non-infringing items of substantially similar
functionality. If Paycor determines that the foregoing options are not
commercially possible or reasonable, Paycor may terminate the Agreement upon
thirty (30) days advance written notice to Client. Without limiting Paycor’s
obligation to indemnify Client as set forth above, the remedy set out in this
Section 27.4. is Client’s sole and exclusive remedy for any actual or alleged
infringement by Paycor of any third-party intellectual property rights in the
event that Client is enjoined or otherwise prohibited from using any Paycor
Products.
28. General Provisions.
28.1. Independent Contractor. This Agreement establishes an independent
contractor relationship only, by which Paycor will perform the Services for
Client. It is not intended as, and may not be construed to establish, a
partnership, joint venture, agency or master/servant relationship between Paycor
and Client.
28.2. Telephone Conversations. Client acknowledges and agrees that any telephone
conversations between representatives of Paycor and Client may be recorded by
Paycor for training purposes.
28.3. Agent. Paycor is not an agent of Client except where required for federal,
state and local payroll tax deposits, filings and correspondence and except for
purposes of any unclaimed property act. For the purpose of any unclaimed
property act, Paycor shall be deemed to hold property as Client’s agent for
Client alone and Client shall be deemed to be the holder of property insofar as
the interest of any other person and the property is concerned. Should an agency
relationship be found to exist, it will automatically terminate (except for the
purpose of any unclaimed property act) upon return to Paycor of any check or
pre-authorized charge of Client for insufficient or uncollected funds.
28.4. Severability. If any provision of this Agreement or any portion thereof is
held to be invalid, illegal or unenforceable, the validity, legality or
enforceability of the remainder of this Agreement will not in any way be
affected or impaired.
28.5. Assignment. This Agreement may not be assigned by Client without prior
written consent of Paycor, and any assignment made without such consent is null
and void.
28.6. Governing Law and Inducement. This Agreement shall be construed in
accordance with and governed by the law of the State of Ohio (without regard to
principles of conflict of laws), including the application of any applicable
statutes of limitations. Any action, suit or proceeding brought by any party
with respect to, or to enforce the terms of, this Agreement, shall be brought by
such party exclusively in the courts of the State of Ohio located in Hamilton
County, Ohio, or in the courts of the United States for the Southern District of
Ohio, Western Division. Each party hereby agrees that the courts are proper
personal jurisdictions and venues and are convenient for the parties and the
resolution of disputes between them. Each party forever waives and forfeits, and
agrees not to pursue, any defense for lack of personal jurisdiction, lack of
venue, or forum non conveniens to an action filed in the courts. EACH PARTY
HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY
RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR
INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH ANY AGREEMENT. EACH PARTY
HERETO (I) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER
PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT,
IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (II)
ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER
INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND
CERTIFICATIONS CONTAINED HEREIN.
28.7. Waiver. A waiver by either Party of its rights hereunder is not binding
unless contained in a writing signed by an authorized representative of the
Party waiving its rights. The non-enforcement or waiver of any provision on one
occasion does not constitute a waiver of such provision on any other occasions
unless expressly so agreed in writing.
28.8. Conflict of Terms. In the event of a conflict between the terms of an
Order and these Paycor Terms, these Paycor Terms shall prevail, unless the Order
contains provisions that explicitly supersede these Paycor Terms. In the event
of a conflict between any Supplemental Agreement and these Paycor Terms, the
Supplemental Agreement shall prevail and govern. In the event of a conflict
between any SOW and these Paycor Terms, the SOW shall prevail and govern with
respect to the Consulting Services set forth in such SOW.
28.9. Amendment. This Agreement may not be modified except by a writing signed
by the authorized representatives of both Paycor and Client. Handwritten changes
and modifications, even if initialed, are invalid and shall be of no force or
effect.
28.10. Force Majeure. Any Party hereto will be excused from performance under
this Agreement for any period of time that the Party is prevented from
performing its obligations hereunder as a result of an act of God, war, utility
or communication failures, or other cause beyond such Party’s reasonable
control. Both Parties will use reasonable efforts to mitigate the effect of a
force majeure event.
28.11. Entire Agreement. This Agreement constitutes the entire understanding of
the parties, and supersedes all prior agreements between the parties, whether
oral or written.
28.12. Non-Hire. During the term of this Agreement, Client shall not solicit the
employment of any Paycor employee who has been involved in furnishing Paycor
Services hereunder. Nothing contained in this Section, however, shall prohibit
Client from hiring any Paycor employee who responds to a general advertisement
for employment, provided Client did not initiate contact with the employee or
otherwise alert the employee to the advertisement.
28.13. No Publicity. Client may not use Paycor’s name(s) or trademark(s) in any
marketing, publication, advertising, training, phishing, or similar activity
without Paycor’s prior written consent, which may be withheld in Paycor’s
discretion.
Effective starting: 25 January 2021
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*Represents approximately 29,000 corporate clients covering 40,000 businesses
employing people
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