Peer Terms of Use

By signing a PayFactors® Subscription Agreement (the “Subscription Agreement”), each customer (a “Customer”) of PayFactors Group, LLC (“PayFactors”) agrees to these Peer Terms of Use (the “Terms of Use”) and, together with the Subscription Agreement, the “Agreement”), and together such documents constitute the entire agreement between PayFactors and a Customer and governs each Customer’s use of the Peer services subscribed for by such Customer in the Subscription Agreement. Any Peer Services ordered by Customer is governed by these Terms of Use and all services or goods offered in connection therewith are being rendered exclusively on the basis of these Terms of Use. By executing a Subscription Agreement, the Customer accepts these Peer Terms of Use.

PayFactors hereby grants Customer a limited license to have access to PayFactors’ peer services, which are services offered by PayFactors whereby Customer shares anonymized employee data with other companies and has access to the aggregated data of such companies for internal purposes (the “Peer Services”). PayFactors reserves the right to terminate Customer’s access to all or any part of the Peer Services and the license granted herein, at any time, with or without notice to Customer, but termination of the Peer Services shall not affect the Services provided under the Master Agreement (as defined below). Except as expressly set forth in the Terms of Use, Customer’s use of the Peer Services shall be governed by Customer’s Subscription Agreement with PayFactors, or other equivalent agreement that grants Customer access to PayFactors’ services (the “Master Agreement”).

In consideration for the Peer Services being provided hereunder, Customer (a) has granted PayFactors the right to utilize its employee data as part of the Peer Services so long as such data is used only in aggregated and anonymous format (i.e. so that personally identifiable information allowing the identification of individual employees is removed, the names of Customer’s clients are removed, and data is aggregated such that none of such data is reported or made available other than on an aggregated basis) and (b) hereby grants PayFactors the right to utilize Customer’s name to identify Customer as the member of any group that Customer joins as part of the Peer Services. Once (a) PayFactors has revoked Customer’s access to the Peer Services or (b) Customer notifies PayFactors in writing that it is requesting that PayFactors terminate its access to the Peer Services, Customer’s employee data and name shall be removed from the Peer Services. For the avoidance of doubt, except for the license granted in the section above, no license, right or interest in any Peer IP (or other PayFactors intellectual property) is granted under the Terms of Use. In addition, Customer represents and warrants to PayFactors that it has the right to allow the use of its employee data and name as contemplated by this section above and agrees to indemnify PayFactors against any third party claims with respect to a breach of this representation and warranty.

THE CUSTOMER ACKNOWLEDGES THAT (A) THE DATA PROVIDED THROUGH PEER SERVICES AND THE PEER SERVICES ARE BEING PROVIDED “AS IS” AND “AS AVAILABLE” AND (B) THE DATA IN THE PEER SERVICES IS BEING PROVIDED TO PAYFACTORS BY THIRD PARTIES AND PAYFACTORS DOES NOT WARRANT THE ACCURACY, ADEQUACY,
TIMELINESS OR COMPLETENESS OF SUCH DATA. ANY USE BY CUSTOMER OF THE PEER SERVICES OR DATA CONTAINED THEREIN IS AT CUSTOMER’S SOLE RISK AND IN NO EVENT WILL PAYFACTORS HAVE ANY LIABILITY FOR CLAIMS RELATING TO BUSINESS DECISIONS MADE BY CUSTOMER IN RELIANCE UPON ANY OF THE PEER SERVICES OR DATA CONTAINED THEREIN.

Customer agrees (a) the data contained in the Peer Services other than the data provided by Customer (collectively, “Peer Confidential Information”) may not be used by Customer for any purpose other than as expressly permitted under the Terms of Use, (b) not to disclose any Peer Confidential Information to any third party without the prior written consent of PayFactors and (c) to take commercially reasonable security measures to prevent the unauthorized use, duplication, or distribution of the Peer Confidential Information.

The Terms of Use (together with the Master Agreement and any other agreements contemplated thereby) constitutes the entire agreement between Customer and PayFactors with respect to its subject matter and supersedes all preceding agreements and proposals, whether oral, written, or otherwise that relate to the Peer Services. The Terms of Use may be amended by PayFactors at any time by giving Customer prior notice of the amendment, which may be by posting notice on this website, email, or other form that PayFactors determines appropriate. Customer’s continued use of the Peer Services after notice, will constitute Customer’s agreement to the amended terms. Paragraphs 3-6 will survive any termination of the Terms of Use. If the Services ordered under the Master Agreement are terminated or expire, the Terms of Use and the applicable provisions of the Master Agreement shall continue in full force and effect until the Terms of Use is terminated by either party. Terms and conditions of the Terms of Use are severable. If any provision is deemed illegal or unenforceable, all other provisions will remain in effect.

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