APS Legal Agreements

These API License Terms (this “API License”) are a part of the APS Subscription Agreement, available at https://apspayroll.com/legal/agreements/subscription, and are hereby incorporated into the APS Subscription Agreement by reference. All capitalized terms used but not defined in herein shall have the meanings set forth in the APS Subscription Agreement. This API License sets forth the additional terms and conditions under which APS will provide to Customer access to and use of the API Materials (as defined herein). In the event of conflict between this API License and the APS Subscription Agreement, the terms and conditions of this API License shall take precedence. All terms of the APS Subscription, including without limitation all disclaimers, limitations of liability, agreements and indemnities, apply to this API License. 

PLEASE REVIEW THIS API LICENSE CAREFULLY. BY ACCEPTING THIS API LICENSE OR OTHERWISE ACCESSING OR USING THE API MATERIALS, YOU AGREE TO BE BOUND BY THIS API LICENSE, INCLUDING ANY UPDATES OR REVISIONS POSTED HERE OR OTHERWISE COMMUNICATED TO YOU. IF YOU DO NOT AGREE WITH THE TERMS AND CONDITIONS OF THIS API LICENSE, YOU MAY NOT ACCESS OR USE THE API MATERIALS.

• CERTAIN DEFINITIONS
  
  • “API” means each application programming interface that APS makes accessible to Customer.
  • “API Materials” means, collectively, the APIs and Documentation. The API Materials are deemed to be “Services” under the APS Subscription Agreement.
  • “Documentation” means any manual, specifications, use guide and related documentation for access to and use of the APIs provided by APS. For the avoidance of doubt, the API Materials shall be included within the definition of Policies in the APS Subscription Agreement.
• GRANT OF RIGHTS
  
  • Grant of Rights. During the term(s) set forth in each applicable Order Form, and subject to Customer’s and its Authorized Users’ compliance with the terms and conditions of this API License (including any limitations on use set forth in the Order Form, APS Subscription Agreement, and Documentation), APS hereby grants Customer a limited, non-exclusive, non-sublicensable and revocable right to access and use the API Materials solely as necessary for developing an integration between the Customer Facilities and the Services (the “Integration”) in order to facilitate the transfer of documents, data (including Customer Data) and other information from the Services to its own Customer Facilities.
  • Usage Restrictions. APS sets and enforces limits on your use of the APIs (e.g., limiting the number of API requests that you may make or the number of users you may serve), in our sole discretion as communicated to Customer. Customer agrees to, and will not attempt to circumvent, such limitations documented with each API. If Customer would like to use any API beyond these limits, Customer must obtain APS’ express written consent (and APS may decline such request or condition acceptance on Customer’s agreement to additional terms and/or charges for that use).
  • Updates. APS reserves the right to modify, update or discontinue its APIs and any versions thereof, with or without notice, and APS shall not be liable for any such modification, update or discontinuance. In the event APS modifies or updates the APIs, APS may require Customer to use the most current version of the APIs at Customer’s sole expense
  • Third Party Providers. Customer may allow unaffiliated third party service providers (“Third Party Providers”) to access and use the APIs on APS’ behalf, solely as necessary to provide Customer with development, implementation, and related services for the Integration, provided that Customer shall: (i) ensure that such Third-Party Provider complies with the terms and conditions of this API License; and (ii) be liable for any breach of this API License by such Third Party Provider.
  • Tokens or Electronic Keys. If APS issues any tokens or electronic keys to APS for the access to or use of the APIs, such tokens and electronic keys shall be deemed to be Credentials under the APS Subscription Agreement and subject to the relevant terms set forth therein.
• CUSTOMER RESPONSIBILITIES
  
  • Customer is solely responsible for obtaining, configuring and maintaining any hardware, network connectivity and third-party software required for the Integration, including computers, mobile devices, operating systems, web browsers and storage devices.
  • Customer shall at all times implement and maintain appropriate security policies and procedures and access control methodologies (including administrative, technical and physical safeguards) that are consistent with prevailing industry standards, but in no case less than reasonable care, to: (i) safeguard Customer Data within its custody or control against unauthorized processing; and (ii) comply with all data privacy and data security laws and regulations applicable to its processing of Customer Data. Customer shall promptly provide APS written notice if Customer becomes aware of any security incident that adversely impacts the security of the Integration or of joint user personal data in APS’ custody or control (“Security Incident”). Customer shall be solely responsible for remediating the Security Incident. Notwithstanding the foregoing, APS has the right to participate in the investigation and response to any Security Incident suffered by Customer, and Customer will fully cooperate with APS, including carrying out remedial actions at APS’ direction and at Customer’s cost. Customer shall reimburse APS for any costs APS incurs as a result of any such Security Incident.
• APS RIGHT TO MONITOR
  APS reserves the right to monitor Customer’s use of the APIs in order to assess compliance with this API License and the APS Subscription Agreement and to make improvements to the APIs.
• NO WARRANTIES
  APS MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT THE AVAILABILITY, UPTIME OR PERMISSIBILITY OF THE APIS. EXCEPT AS OTHERWISE SET FORTH IN AN ORDER FORM, APS SHALL HAVE NO OBLIGATION TO PROVIDE, SUPPORT OR MAINTAIN THE APIS.