Effective Date: January 1, 2021

Introduction
ConnectPay, LLC develops and offers proprietary payroll solutions software and sells use licenses for
such proprietary software programs together with accompanying copyrighted material and documentation.

These are the terms and conditions (the “End User License Agreement”, or “Agreement”) ConnectPay, LLC (“we”, “us”, “our”, “ConnectPay”) uses to govern our proprietary payroll software (“Software”) and
the services and documentation related to the Software. If you do not want to or cannot agree to the terms of this Agreement, you must not buy, use, or otherwise access the Software. By buying, using, or otherwise
accessing the Software you are agreeing to the terms of this Agreement. As the company or individual who buys, uses, or accesses the Software, you are considered an “End User.”
ConnectPay agrees to provide a use license to its Software and accompanying documentation to you subject to the following terms and conditions:
I. Exclusive Source
You agree to obtain all ConnectPay Software and accompanying documentation through ConnectPay and
no other source. You agree not to make copies of any kind of any of the Software or other materials made
available to you by ConnectPay.
II. Intellectual Property
You agree that ConnectPay and/or its licensors retain exclusive ownership and rights to all intellectual
property embodied by or related to the Software and accompanying documentation.
Such intellectual property includes but is not limited to: (1) the trademarks represented by company names,
logos, product names, and all of the documentation and computer recorded data related thereto; (2) all
techniques, algorithms, processes, and source code contained in the Software and any modification or
extraction thereof constituting trade secrets or subject to patent or copyright protection in any jurisdiction;
and (3) all documentation or other materials protected by applicable copyright law in any jurisdiction.
You agree to exercise due diligence and an appropriate standard of care in accordance with all applicable
laws in using the Software to protect the intellectual property rights of ConnectPay and/or its licensors.
You agree to not copy, reproduce, re-manufacture or in any way duplicate all or any part of the Software
and associated documentation or other materials provided by ConnectPay, whether modified or translated
into another language or not.
You agree that unauthorized distributing, copying, duplications, or otherwise reproducing all or any part
or translated part of the Software and associated documentation provided by ConnectPay or the failure to
protect such Software and associated documentation will actually and materially damage ConnectPay.
You agree that in the event you breach this agreement, you will be liable for damages as may be
determined by a court of competent jurisdiction, including injunctive remedies as set forth in Section XIII.
III. Limited Use License
ConnectPay grants you (and by buying, using, or accessing the Software you accept) a limited,
revocable, non-exclusive license to use the Software and associated documentation according to the
terms of your subscription and subject to the terms of this Agreement. ConnectPay does not grant you
any ownership right whatsoever to the Software and associated documentation.
You are receiving a license to use the Software. You do not have any title or ownership of the Software. All right, title, and interest in the Software and documentation remains with ConnectPay and/or its licensors, including any copyright, design right, database right, patents and any rights to inventions, know-how, trade and business names, trade secrets and trade marks (whether registered or unregistered) and any applications therefore and other intellectual property rights, in or connected with the Software and each part thereof are owned by, belong to, and vest in ConnectPay or its licensors. All rights are asserted and reserved.
IV. Restrictions on Transfer of End User License
You may not transfer your rights and obligations under this Agreement. ConnectPay may transfer our rights and obligations under this Agreement to another organization (such as in the event of a company restructure, assignment, or a sale or all or part of our assets).
V. Restrictions on Specific End User Conduct
You may not use the Software in any way that is illegal, immoral, unethical, a breach of privacy rights or that would impede the rights of ConnectPay or any other person or organization.
You agree not to copy, sell, distribute, or otherwise provide access to the Software to any third party, whether by purported transfer, sublicense, or otherwise.
You agree not to reverse engineer, modify, or adapt the Software or create any derivative works based on the Software, except where applicable law provides otherwise; in such situations, you agree to irrevocably and exclusively assign all such work, results, and associated intellectual property to ConnectPay.
You agree not to remove, circumvent, or disable any notices or protection measures contained in the Software, including but not limited to notices relating to legal obligations, intellectual property rights, or contractual terms, and any tools used to prevent modification or copying.
You agree not to disrupt or interfere with ConnectPay’s operation of the Software, whether by damaging software, hardware, networks, or in any other manner.
ConnectPay reserves all rights to take any and all action available to prevent and terminate any user activity in violation of the above restrictions.

VI. LIMITED WARRANTY
THE SOFTWARE, INCLUDING DOCUMENTATION, IS MADE AVAILABLE FOR USE “AS IS” AND NO WARRANTY OF ANY KIND, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, IS MADE BY OR AUTHORIZED TO BE MADE ON BEHALF OF CONNECTPAY. YOU ASSUME THE ENTIRE RISK OF THE RESULTS OF PERFORMANCE OF THE SOFTWARE OR OF THE FAILURE OF THE SOFTWARE TO PERFORM. CONNECTPAY MAKES NO EXPRESS OR IMPLIED WARRANTY OF ANY KIND WITH REGARD TO PERFORMANCE OR ACCURACY OF DATA OF ANY KIND NOR FOR ANY CONSEQUENTIAL DAMAGES RESULTING THEREFROM WHETHER THROUGH LOSS OR INACCURACY OF DATA OF ANY KIND NOR FOR ANY CONSEQUENTIAL DAMAGES RESULTING THEREFROM WHETHER THROUGH CONNECTPAY’S NEGLIGENCE OR NOT.

VII. Software Updates
ConnectPay may, from time-to-time, update, modify, or revise its Software and accompanying documentation. ConnectPay has sole discretion to determine the manner and method of making such updates, modifications, or revisions available to you for use, including determining whether your current license extends to such updates, modifications, or revisions. ConnectPay has no obligation to provide you with access to use updates, modifications, or revisions of the Software.
VIII. Termination
If any one or more of the provisions of this Agreement is breached, the license granted by this Agreement is thereby terminated and you are not entitled to a refund or compensation. Nevertheless, in the event of such termination, all the provisions of this Agreement which operate to protect the rights of ConnectPay shall continue in force.
IX. Privacy
Global data privacy laws require ConnectPay to provide certain information about our company, the types of data we collect and process, and the reasons for such collection and processing. ConnectPay is also obligated to provide certain information about your rights and enforcement methods regarding your personal data. This information is provided in ConnectPay’s Privacy Policy. You agree that you have reviewed and consent to the terms of ConnectPay’s Privacy Policy.

X. LIMITATIONS OF LIABILITY; ASSUMPTION OF RISK
YOU USE THIS SOFTWARE (INCLUDING ANY AND ALL CONTENT, RELATED MATERIALS, SERVICES AND UPDATES AS AND WHEN THEY MAY BE MADE AVAILABLE AT OUR DISCRETION) AT YOUR OWN RISK.
CONNECTPAY AND ITS LICENSORS DO NOT WARRANT THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED, BUG OR ERROR FREE, OR THAT ERRORS OR BUGS CAN BE CORRECTED.
WE USE OUR REASONABLE SKILL AND CARE TO PROVIDE ACCESS TO THE SOFTWARE AND ITS CONTENT AND UPDATES, BUT WE DO NOT GUARANTEE THAT THERE WILL NOT BE ERRORS, BUGS, OR INTERRUPTIONS IN OR WHEN USING THE SOFTWARE (INCLUDING WITHOUT LIMITATION ANY CONTENT OR UPDATES), OR THAT IT WILL NOT CAUSE ANY PROBLEMS WITH YOUR DEVICE.
CONNECTPAY AND ITS LICENSORS WILL NOT IN ANY EVENT BE LIABLE IN ANY WAY FOR ANY CONSEQUENTIAL LOSS OR DAMAGE RESULTING FROM THE USE OF OR INABILITY TO USE THE SOFTWARE, ERRORS OR DEFICIENCIES IN IT, DAMAGE TO PROPERTY, LOST DATA, LOSS OF GOODWILL, COMPUTER FAILURE OR MALFUNCTION, LOSS OF BUSINESS, LOSS OF INFORMATION, OR LOST PROFIT, WHETHER CAUSED BY NEGLIGENCE OR OTHERWISE, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS, AND WHETHER CLAIMED UNDER THIS LICENSE OR OTHERWISE.
CONNECTPAY AND ITS LICENSORS WILL NOT BE HELD LIABLE FOR ANY DAMAGE, INJURY OR LOSS IF CAUSED AS A RESULT OF YOUR NEGLIGENCE, ACCIDENT, OR MISUSE, OR IF THE SOFTWARE HAS BEEN MODIFIED IN ANY MANNER (NOT BY CONNECTPAY OR ITS LICENSORS).
OTHER THAN WHERE OUR LIABILITY CANNOT BE LIMITED BY APPLICABLE LAW, OUR OVERALL LIABILITY TO YOU IS LIMITED TO THE PRICE YOU PAID FOR USE OF THE SOFTWARE.

XI. Severability
In the event that any provision of this Agreement is held by a court of competent jurisdiction to be unenforceable, such provision will be enforced to the maximum extent permissible and the remaining portions of this Agreement shall remain in full force and effect.
XII. Applicable Law and Jurisdiction
This End User License Agreement shall be governed and construed in accordance with the laws of the State of Massachusetts, USA, and applicable federal laws, without regard to conflicts of law principles. You agree that any and all proceedings relating to the Software, documentation, and the subject matter of this Agreement shall be maintained in the courts of the State of Massachusetts or the federal district courts sitting in Massachusetts, which courts shall have exclusive jurisdiction for such purpose. You agree to the jurisdiction and venue of such courts.
XIII. Injunctive Relief
It is understood and agreed that, notwithstanding any other provisions of this Agreement, ConnectPay has the unequivocal right to obtain timely injunctive relief to protect its proprietary rights. You agree that monetary damages may be insufficient to compensate ConnectPay for damage caused by a breach of this Agreement and that a court of competent jurisdiction may issue preliminary and permanent injunctions to protect the interests of ConnectPay.
XIV. Limitations on Actions; Waiver
No action, regardless of form, may be brought by either party more than one (1) year after the cause of action has arisen, except that an action for non-payment may be brought by ConnectPay within two (2) years after your last payment.
Except as set forth above, any delay on the part of ConnectPay in enforcing its rights under this Agreement does not constitute waiver of any claims.
XV. Modification of this Agreement
ConnectPay may revise or update this Agreement at any time. If you buy, use, or otherwise access the Software, the most recent version of this Agreement will apply when you take such action. You should periodically check www.connectpayusa.com to ensure you are aware of the most recent version of this Agreement.

XVI. Company and Contact Information
ConnectPay, LLC
10 Lincoln Road
Suite 110
Foxborough, MA 02035
www.connectpayusa.com

Contact us using our contact form at: https://www.connectpayusa.com/payroll-services-near-me