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Secure Employee Password Role Show Settings Updating Roles Service ID Client I accept this website’s Terms and Conditions Change Password | Forgot Password Copyright © 2024 Asure × Asure Online Terms of Use and Software License Agreement 1. Definitions (a) "Licensed Software" shall mean Asure Online Web Personnel Role, Asure Online Web PayrollHR Role, Asure Online Web Employee Role, Asure Online Web Manager Role, and/or Asure Online Custom Roles. The Licensed Software shall only include software designed for the purpose of entering, processing, and reporting of Human Resource and payroll data and directly related processing; including processing of Federal compliance reports, payroll checks, payroll tax depositing and filing, and other payroll analysis reporting. Licensed Software shall consist of programs in executable form only and related user manuals and documentation, together with any additional computer programs that may be provided by Asure Software such as updates, S. export control laws. (f) Licensee may not alter (except as provided for in Section 2(g)), disassemble, de-compile, or reverse-engineer the Licensed Software. (g) The Licensed Software includes source code embedded in reports, screens, database stored procedures, and database table definitions. Licensee acknowledges Asure Software’s copyright of all source code in reports, screens, database stored procedures, and database table definitions, and Licensee agrees not to distribute or use any source code except as otherwise provided herein. Licensee’s right to modify the source code in the reports is limited to modifying or producing new functionality designed to work exclusively with Licensee’s authorized use of the Licensed Software. In no event shall the reports, any derivatives or adaptations, be used with any other payroll or human resource software, without prior written consent of Asure Software. (h) The Licensed Software is licensed as a single product. Neither the software programs comprising the Licensed Software or any update or(k) Licensee agrees not to install or post the Licensed Software, or allow the Licensed Software to be installed or posted on a publicly accessible network, including, but not limited to, the Internet, provided that such restriction shall not apply to Licensee’s collecting and transmitting data and reports for use on the Licensed Software. Licensee indemnifies and agrees to pay for the defense of any action which might be brought arising out of any unauthorized disclosure caused by Licensee’s intentional or negligent acts. Licensee further indemnifies and agrees to pay for the defense of any action which might be brought by a client or customer of Licensee to the extent Licensee causes the unauthorized disclosure of such client or customer data. (l) No license is granted to Licensee for the human readable code of the software (source code). (m) Except as provided for in this Agreement, Licensee shall not lease, rent, sell, transfer, distribute, re-license or sublicense the Licensed Software or use it or permit its use in a time-sharing arrangement or in any other unauthorized manner nor shall Licensee copy, manufacture, modify, or prepare derivative works of the Licensed Software or the accompanying printed materials. 3. Development Materials and Enhancements to the Licensed Software Licensee agrees that all training and procedural materials developed by Asure Software, in conjunction with the installation or use of the Licensed Software for use by Licensee, shall be the property of Asure Software and are copyrighted, trade secret information belonging to Asure Software. Licensee further agrees that additions and supplements to the Licensed Software which may be developed for Licensee through reimbursed efforts of Asure Software employees or its agents, whether or not in conjunction with Licensee’s employees or agents, shall become the exclusive property of Asure Software. Licensee agrees to cause to be executed all documents necessary to perfect Asure Software’s rights in such additions and supplements. To the extent that such additions and supplements are copyrightable, Licensee hereby acknowledges that such additions and supplements are works for hire for the benefit of Asure Software and that Licensee has received adequate consideration for providing all rights in such copyrights to Asure Software. Asure Software hereby agrees that the Licensee shall have the right, at no additional cost, to use in its own operations such training and procedural materials and such additions or supplements to Licensed Software developed in conjunction with or for Licensee. 4. Limitation of Liability (a) Except as provided in Section 6 of this Agreement, in no event shall Asure Software or its suppliers be liable to Licensee or any other party for incidental, special or consequential damages, loss of data or data being rendered inaccurate, loss of profits or revenue, or interruption of business in any way arising out of or related to the use or inability to use the software and/or documentation, regardless of the form of action, whether in contract, tort (including negligence), strict product liability or otherwise, even if any representative of Asure Software or its suppliers has been advised of the possibility of such damages. This disclaimer of liability for damages will not be affected by any failure of the sole and exclusive remedies hereunder. (b) Except as provided in Section 6 of this Agreement, in no case shall Asure Software’s liability exceed the fees paid under this agreement during the 12 months immediately prior to the date the claim arises hereunder. 5. Miscellaneous (a) Severability. In the event any provision of this Agreement is found to be invalid, illegal or unenforceable, the validity, legality and enforceability of any of the remaining provisions shall not in any way be affected or impaired and a valid, legal and enforceable provision of similar intent and economic impact shall be substituted therefor. (b) Confidentiality. Licensee acknowledges Asure Software’s claim that the Licensed Software embodies valuable confidential and proprietary property and trade secrets consisting of algorithms, logic, design, and coding methodology, which is proprietary to Asure Software. Licensee shall safeguard the confidentiality of the Licensed Software, using at least reasonable care. Such care shall include, without limitation, instituting reasonable procedures to ensure that copies of the Licensed Software are made only as expressly authorized herein, and that access to the Licensed Software is made available only to (i) Licensee employees who are authorized hereunder, and (ii) to contractors who are in direct support of Licensee’s payroll processing operations. (c) Governing Law. This Agreement shall be governed by and interpreted in accordance with the internal laws of the State of Florida, and, where such laws are preempted by the laws of the United States, by the internal laws of the United States, in each case without regard to (a) conflicts of law principles and (b) the applicability, if any, of the United Nations Convention on Contracts for the International sale of goods. (c) Interim and Permanent Relief. Upon the application of either party to this Agreement, and whether or not a mediation has yet to be initiated, all courts having jurisdiction over one or more of the parties are authorized to: (i) issue and enforce in any lawful manner such temporary restraining orders, preliminary injunctions and other interim measures or relief as may be necessary to prevent harm to a party’s interest or as otherwise may be appropriate pending the conclusion of mediation proceedings pursuant to this Agreement; and (ii) enter and enforce in any lawful manner such judgments for permanent equitable relief including injunctive relief as may be necessary to prevent harm to a party’s interests or as otherwise may be appropriate following the issuance of awards...