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Secure Employee Password Role Updating Roles Show Settings Service ID Client I accept this website's Terms and Conditions Change Password | Forgot Password Copyright © 2021 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, upgrades, enhancements, or modifications to the Licensed Software . (b) "Proprietary Rights." All rights in and to copyrights, rights to register copyrights, trade secrets, inventions, patent rights, trademarks, trademark rights, confidential and proprietary information protected under contract or otherwise under law, and other similar rights or interests in intellectual or industrial property. (c) "Asure Online" shall mean any website domain hosting the Licensed Software that is owned and operated by Asure for the purpose of providing Human Resource or Payroll Processing functionality. (d) "End Users" shall mean the employees of the Licensee and its subsidiaries who have authorized access to the Licensed Software. 2. Grant of License (a) Subject to and expressly conditioned upon Licensee's compliance with the terms and conditions of this Agreement, Asure Software hereby grants to Licensee during the term of this Agreement, a nontransferable (except as provided in Section 7) and nonexclusive right to access the Licensed Software as described in this Agreement (the "Production Software"). Licensee shall have the right to customize the screens that are viewed by End Users with its branding; however, Licensee shall not remove, alter, obscure or modify any copyright notices of Asure Software, nor shall Licensee remove, alter, obscure or modify the "About this Software" link in the Licensed Software which identifies Asure Software as the provider of the software. Licensee may purchase additional licenses as described in Exhibit "B" of this Agreement. Additionally, during the term of this Agreement, Licensee may use, access and customize the Licensed Software (without paying an additional license fee) in a testing, backup, and development environment(s) provided that the copy of the Licensed Software being operated in either the testing, backup, and development environment(s) shall in no event be used for production purposes concurrently with the Production Software. (b) All title and copyrights in and to the Licensed Software (including but not limited to any reports, scripts, images, photographs, text, and objects incorporated into the Licensed Software, except those designed and developed by Licensee without the assistance of Asure Software), the accompanying printed materials, and any copies of the Licensed Software, are owned by Asure Software or its suppliers or used with permission. The Licensed Software is owned by Asure Software, is represented by Asure Software to be non-infringing and not misappropriating any rights of a third party (including any patent, copyright, trademark, Proprietary Rights, or trade secret rights), and the Licensed Software is protected by copyright laws and international treaty provisions, as well as other intellectual property laws and treaties. The Licensed Software is licensed, not sold. (c) Licensee is granted the right to copy and make derivative works of the printed materials accompanying the Licensed Software for internal use and to provide copies to End Users, provided the title and copyright notice is included conspicuously on all copies. (d) Licensee has the right to make back-up copies of the Licensed Software for archival purposes only. Licensee agrees that backup or archival copies of the Licensed Software will not be stored, transported or located outside the United States. (e) Licensee acknowledges that export of the Licensed Software or its technical data from the United States may be restricted by U.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 upgrade may be separated for use other than as specified in this Agreement or any other agreement between the parties. (i) Licensee agrees to make good faith efforts to protect Asure Software's Proprietary Rights and the rights arising from this Agreement, including, but not limited to, making good faith efforts to prevent Licensee's employees or agents from violating Licensee's obligations herein and requiring their execution of non-disclosure and non-use agreements. (j) Licensee acknowledges that the Licensed Software is a work in process and may be modified substantially during the term of this Agreement, provided that no such modifications will be made by Asure Software that impair or materially reduce Licensee's use and functional operation of the Licensed Software as it existed prior to such modification. (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 tha...