Terms & Conditions

Effective Date: March 13, 2023

These Terms and Conditions ("Terms") are an agreement between ADP, INC ("ADP"), on behalf of its Small Business Services line of business (“Small Business Services"), and you and apply to the ADP Advisory Circle Program (the "Program") described in these Terms. By enrolling in or using the Program, you agree to be bound by these Terms, including any modifications and/or updates made by ADP from time to time and posted on any applicable web site, as they relate to the Program. If you do not agree to these Terms, do not enroll in or use the Program. By enrolling on the Program, you agree to be bound by these Terms, any applicable additional terms, policies and any other terms and guidelines found throughout the Program.

PARTICIPATION IN THE PROGRAM. By accepting these Terms, you acknowledge and agree that you have confirmed that your participation in the Program does not violate your employer’s policies (including, without limitation, any of your employer’s ethics or employee conduct policies. Your Legal and/or Compliance Department can help you determine this.).
ADP CLIENT ADVOCACY PROGRAM OVERVIEW.
Program
The Program is an invitation only group of Small Business Services clients and enables them to regularly engage with ADP in a meaningful way and be recognized for their ongoing relationship and support of ADP.

Membership
Program membership is limited to business owners and employees of companies who use RUN Powered by ADP. Enrollment, membership and all related benefits of the Program are offered at ADP’s discretion. In accepting to join or to continue your Program membership, you acknowledge that ADP assumes no legal responsibility to you. The Program administrators reserve the right to remove any member at their discretion. Program members may request to be removed from the Program by sending an email to the following email address with "Please Remove" in the subject line: ADPAdvisoryCircle@adp.com

ADP specifically reserves the right to make changes to the Program, any benefit, or any reward with or without notice. Any such changes may also affect Program Points, already accumulated or any future accumulation of Program Points. Member understands ADP has no liability to members whatsoever for any loss, injury or damage caused by any rewards supplied or requested in connection with Program.

Points
Points and rewards will be awarded by ADP, and point value and rewards are subject to change from time to time. Rewards supplies are limited and may not always be available. Program points have no monetary value whatsoever and will not under any circumstances form the basis of a monetary claim against ADP. The accumulation of Program points does not entitle members to any vested rights in the Program, and members may not rely upon the continuing availability of any reward, award level, premium or other benefit.

Program points or rewards are personal and intended for a specific individual in their current role with their current employer, and cannot be transferred or assigned and any assignment or transfer in violation of these rules is void and may, at the discretion of ADP, result in the loss of membership or the cancellation of the affected reward or Program points.

Member Content
As a member of the Program you may choose to post content. ADP reserves the right to remove content at its sole discretion; however, ADP is not responsible for any content posted by you or other members of the Program.
You may not post any materials or comments that fall into any of the following categories:
-Defame, abuse, harass, stalk, threaten, or otherwise violate the legal rights (such as rights of privacy and publicity) of others.
-Publish, post, distribute, or disseminate any defamatory, infringing, obscene, indecent, misleading or unlawful material or information.
-Upload or attach files that contain software or other materials protected by intellectual property laws (or by rights of privacy publicity) unless you own or control the rights thereto or have received all necessary consents.
-Upload or attach files that contain viruses, corrupted files, or any other similar software or programs that may damage the operation of another’s computer.
-Falsify the origin or source of software or other material contained in a file that is uploaded.

OWNERSHIP/LICENSE OF THE PROGRAM. (a) You acknowledge that all rights, title and interest in or to any copyright, trademark, service mark, trade secret, and other proprietary right relating to the Program and the related logos, names, etc. are reserved for ADP. The Program, and related software and systems, is the licensed and/or owned property, and embodies the proprietary trade secret technology, of ADP and/or its licensors and is protected by copyright laws and international copyright treaties, as well as other intellectual property laws. ADP grants you a non-exclusive, non-transferable license to use the Program to access your account. ADP may terminate or suspend your access to the Program (in whole or in part) at any time, with or without notice, if ADP has reason to believe that you have violated these Terms or are otherwise using the Program in an inappropriate manner. The right to use the Program and access the services provided by the Program is granted only to enrollees of the Program for the sole purpose of utilizing the Program and this limited license terminates when either you or ADP terminates the Program, your enrollment in the Program or these Terms. ADP owns all content on the Program website or otherwise presented in the Program, including but not limited to content provided by members. For example, from time to time, you may be asked to provide information, via the activities. If you choose to provide this information, or any other content, you affirm that you are authorized to do so and irrevocably grant ADP the perpetual right to use, copy and publish your name and initials, the name and location of your company, your title and any statements, copy, photographs or videos provided including, but not limited to, the right to use in the advertising and promotion of ADP products and services without further approval. (b) You agree that you will not use ADP's name, or any affiliate or subsidiary of ADP, or any partner, or employee of ADP, or any trade name, trademark, trade device, logo, service mark, domain name, symbol or any abbreviation, contraction or simulation thereof owned by ADP or its affiliates or subsidiaries (collectively, the "ADP Marks"). (c) These Terms and/or your participation in the Program do not grant to you any right or license in, or to, any copyrights in any materials and/or documentation of ADP or to any rights of copyright in or to ADP’s other services or web sites.
TERMINATION. These Terms, as well as any modifications or updates, shall apply to your use of and participation in the Program for as long as you are enrolled in and use the Program and are using any of the Services ("Term"). Should you cease to be enrolled in the Program for whatever reason, or the Program or these Terms is terminated by ADP for any reason , all obligations under Paragraphs 1, 3, 5, 7 and 8 of these Terms shall survive and shall continue in full force and effect, and all Program points that you have accrued and not applied toward a reward prior to such cessation, will be relinquished.
USE OF THE PROGRAM/COMPLIANCE WITH LAWS. By enrolling in or using the Program you are agreeing to any on-line terms or service agreements and any applicable and reasonable policies (including but not limited to ADP’s Client Advocacy Program Overview referenced in Section 2 above) as such may be updated from time-to-time with or without notice to you, posted on any Program web-sites. You may not use the Program for any other purpose not described in these Terms or to damage any ADP system or software, or use the Program to violate any law, statute or regulation; or conduct any other illegal activity, or to harvest or otherwise collect information submitted by third parties, including e-mail addresses, without the express consent of such third parties. ADP does not guarantee against any loss or alteration to your data. You confirm that all information provided by you is being provided voluntarily and is accurate and complete and that you are not prohibited from doing so. You also agree that ADP shall have no liability for any use of such information to administer the Program, or for any errors or inaccuracies in the Program based upon information provided by you or the person accepting these Terms on your behalf. You will be responsible for your compliance with all laws and governmental regulations affecting your business and for any use you may make of the Program. You agree to pay any applicable taxes levied or based on any rewards received by you under the Program.
ACCOUNT SECURITY AND PASSWORDS. In order to access and use the Program you will be required to provide proper authentication including your User Name, Password and any other authentication required by ADP ("Authentication") to access the Program. Safeguard the confidentiality of your account information (including your email address and Authentication selected by, or issued to, you) and take any and all precaution necessary to maintain the privacy of your Authentication for the Program. You are responsible for any use or misuse of your account or the Program resulting from any unauthorized third party and you agree to promptly notify ADP if you become aware of any known or suspected unauthorized access to or use of your account or Authentication.
GENERAL. Except as otherwise expressly set forth herein, these Terms supersede any prior agreements on the same subject matter and will govern your participation in the Program going forward.

The failure of you or ADP at any time to enforce any right or remedy available to it under these Terms with respect to any breach or failure by the other party shall not be construed to be a waiver of such right or remedy with respect to any other breach or failure by the other party. These Terms are governed by the laws of the State of New York without giving effect to its conflict of law provisions. You and ADP agree that each is acting independently of the other, without any agency relationship. All notices to ADP, made under or in connection with these Terms, shall be in writing and shall be deemed to have been given three (3) days after mailed in any general or branch United States Post Office, enclosed in a registered or certified post-paid envelope, if to ADP addressed to: ADP, INC, Attention: ADP Advisory Circle Program ADPAdvisoryCircle@adp.com with a copy to ADP, INC, 71 Hanover Road., Florham Park, NJ 07932. Attention: Legal Department. All notices to you made under or in connection with these Terms shall be in writing and sent to the e-mail address given for participation in the Program. You and ADP may change any notice address, with such change being effective upon receipt of a written notice of same. These Terms and your enrollment in the Program shall not be assigned by You without ADP’s prior written consent and any attempted assignment without such consent shall be void. Nothing contained in these Terms is intended to create third-party beneficiaries of or under these Terms.
You agree to indemnify, defend, and hold harmless ADP from and against any and all claims, damages, costs, and expenses (including reasonable attorneys' fees) and pay the amount of any adverse final judgment (or settlement to which both parties consent) arising out of or related to any use by you of the Program, the ADP Marks or any ADP or third party web site.

DISCLAIMER OF WARRANTIES/LIMITATION OF DAMAGES; INDEMNIFICATION. NEITHER ADP NOR ITS LICENSORS OR VENDORS MAKE ANY REPRESENTATIONS OR WARRANTIES ABOUT THE CONDITION, SUITABILITY, RELIABILITY, AVAILABILITY, COMPLETENESS, SECURITY, TIMELINESS, OR ACCURACY OF THE PROGRAM OR ANY INFORMATION, CALCULATIONS, SOFTWARE OR OTHER MATERIALS OR RESULTS INCLUDED IN OR AVAILABLE THROUGH THE PROGRAM, FOR ANY PURPOSE. ALL OF THE FOREGOING ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. ADP AND ITS LICENSORS HEREBY DISCLAIM ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED, WITH REGARD TO THE PROGRAM OR ANY INFORMATION, CALCULATIONS, SOFTWARE OR OTHER MATERIALS OR RESULTS INCLUDED IN OR AVAILABLE THROUGH THE PROGRAM, INCLUDING ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.

ADP WILL NOT BE LIABLE FOR ANY DAMAGE OR LOSSES ARISING OUT OF OR OTHERWISE RELATED TO (1) YOUR USE OF THE PROGRAM OR THE PROGRAM WEBSITE, OR THE USE BY ANYONE TO WHOM YOU HAVE GIVEN ACCESS TO THE PROGRAM; (2) ERRORS, BUGS OR OTHER DEFECTS IN THE PROGRAM; (3) LOST INFORMATION; (4) ILLEGAL OR CRIMINAL ACTIVITIES; (5) MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES OR E-MAIL, LOSS OF OR DAMAGE TO DATA, ERRORS, DEFECTS, VIRUSES, DELAYS IN OPERATION, OR TRANSMISSION, OR ANY FAILURE OF PERFORMANCE, WHETHER OR NOT LIMITED TO ACTS OF GOD, COMMUNICATIONS FAILURE, THEFT, DESTRUCTION, UNAUTHORIZED ACCESS TO PROGRAM RECORDS, PROGRAMS OR SERVICES OR ANY THIRD PARTY ACTIONS; OR (6) YOUR ACTIONS WITH YOUR EMPLOYEES OR VENDORS, OR THE USE OF THEIR INFORMATION. FURTHER, ADP SHALL NOT BE LIABLE, AND YOU AGREE THAT ADP SHALL NOT BE LIABLE, FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR OTHER SIMILAR DAMAGES INCLUDING LOST PROFITS OR DAMAGES FOR BUSINESS INTERRUPTION OR LOSS OF INFORMATION THAT YOU MAY INCUR OR EXPERIENCE IN CONNECTION WITH THESE TERMS OR THE PROGRAM, HOWEVER CAUSED AND UNDER WHATEVER THEORY OF LIABILITY, EVEN IF YOU HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.