BY CLICKING OR TAPPING ON I AGREE BELOW AND/OR BY ACCESSING OR USING THE SITE IN ANY MANNER, YOU ACKNOWLEDGE THAT YOU HAVE READ AND AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS.* If you do not agree to all of the Terms, you are not authorized to access or otherwise use the Site (as defined below).

1. SITE OVERVIEW. The Site is available only to users who have a registered User ID and Password and are employees or plan participants of the employer indicated on the Site (the "Employer"). If you do not have a valid registered User ID and Password or are no longer an employee or plan participant of the Employer, you are not authorized to use or access the Site; however, in certain limited instances, the Employer may permit certain of its terminated employees to access the Site for very limited purposes. The Employer, through its service agreement(s) with ADP, LLC and/or ADP Canada Co., as applicable, ("ADP"), is providing you with access to the information and services on the Site under these terms and conditions ("Terms"). Please note that not all terms and conditions set out below may be applicable to you. Only the terms applicable to the products and services purchased by your Employer under its service agreement(s) with ADP apply. The "Site" shall refer to the site which makes available certain ADP Services (the "Services") to employee users, plan participant users and administrator users, as applicable, as authorized by the Employer.

A. EMPLOYEE/PLAN PARTICIPANT USERS. On the Site, you will be able to access certain employment-related or plan-related information and documents made available by Employer and to participate in the "Services". These Services may permit you to update certain personal information and to make certain elections through the Site, in each case through the use of certain software proprietary to ADP and its licensors (the "Software"). You acknowledge and agree that it is your responsibility to submit information relating to the Services and to verify the accuracy and completeness of all such information. ADP does not review the accuracy or completeness of the information you submit.

You acknowledge and understand that ADP is merely making the Site available on behalf of the Employer and is not acting as an investment advisor, broker-dealer, insurance agent or intermediary or a financial or benefit planner or tax advisor. ADP is not providing any benefits or any information related thereto. The Employer is responsible for making available all benefits and information related thereto referenced or included on the Site.

You acknowledge that ADP is not rendering legal advice or other professional services. While every effort is made to provide current information, the law changes regularly and laws may vary depending upon the country, state, province or municipality. The materials in the Site are made available for informational purposes only and are not a substitute for legal advice or your professional judgment. You should review applicable law in your jurisdiction and consult counsel for legal advice. You assume all responsibility for and risk arising from your use of and reliance upon the contents of the Site.

A summary of the benefits provided under a workplace plan is usually contained in the plan's "summary plan description," or "SPD." Full details are provided in the actual governing plan documents, which govern the operation of the plan. In the event that the content of the Site is inconsistent with an SPD, the terms of the SPD will control (and if the terms of the SPD are inconsistent with the governing plan documents, the governing plan documents control). The information presented on the Site is not intended to create, nor is it to be construed to create, a contract between (1) the Employer or ADP, or their respective affiliates and (2) any one of the Employer's employees or other plan participants.

B. ADMINISTRATOR USERS. On behalf of the Employer, you will be able to access and input certain information relating to the Employer, the Employer's employees and/or the Employer's plan participants. The information that you input may be used and relied upon by ADP and by the Employer's employees and plan participants who participate in the Services. The Services may permit employees/plan participants of the Employer to make certain elections through the Site and to update certain personal information, in each case through the use of the Software. As an authorized administrator for the Employer, you acknowledge and agree, on behalf of the Employer, that it is the Employer's responsibility to submit instructions and information relating to the Services and to verify the accuracy and completeness of all such instructions and information submitted by the Employer and the Employer's employees and plan participants.

As an authorized administrator for the Employer, you acknowledge and understand, on behalf of the Employer, that ADP is merely making the Site available and is not acting as an investment advisor, broker-dealer, insurance agent or intermediary or a financial or benefit planner. ADP is not providing any benefits or any information related thereto. As an authorized administrator for the Employer, you acknowledge, on behalf of the Employer, that the Employer is responsible for making available all benefits and information related thereto referenced or included on the Site.

* Note on Binding Effect: As an authorized administrator for the Employer, your acceptance of these Terms will serve to bind BOTH you and the Employer and in accepting such terms, you represent that you are authorized to so bind the Employer. The portion of the Terms specifically applicable to "Administrator Users" will be binding upon you in your capacity as an authorized administrator and on the EMPLOYER, and the terms specifically applicable to "Employee/Plan Participant Users" or "Employees" or "Participants" will be binding upon you as an employee or a plan participant, and not upon your Employer. All other terms will be binding upon both you and the Employer.

2. REGISTRATION AND PASSWORD. In order to access and use the Site, you must provide your current User ID and Password. You agree to take any and all actions necessary to maintain the privacy of your User ID and Password, including, without limitation, safeguarding your User ID and Password in a private and secure place, adopting special precautions when accessing the Site from a computer that is available for use by other users and exiting from the Site at the end of each session. In the event that you have reason to believe that a third party has access to your account, you should immediately change your Password and notify your security administrator or your HR Department. You agree not to adopt any obscene, vulgar or profane User ID or password.

3. LAWS AND REGULATIONS. Access to and use of the Site (including the Software and Services) is subject to all applicable international, federal, state, provincial and local laws and regulations. You agree to abide by these laws and not use the Site (including the Software and Services) in any way that violates such laws or regulations. If the Services use premised-based Software, you may not use or otherwise export or re-export the Software except as authorized by United States law and the laws of the jurisdiction in which the Software was obtained. In particular, but without limitation, the Software may not be exported or re-exported (a) into any U.S. embargoed countries or (b) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person's List or Entity List. By using the Software, you represent and warrant that you are not located in any such country or on any such list. You also agree that you will not use these products for any purposes prohibited by United States law, including, without limitation, the development, design, manufacture or production of nuclear, missiles, or chemical or biological weapons.

4. PRIVACY. Any personal information provided to ADP through the Site is subject to the ADP privacy statement located at: click or tap here.

5. SECURITY. Data transmitted to and from the Site is encrypted for the user's protection. However, the security of information transmitted through the Internet can never be guaranteed. ADP is not responsible for any interception or interruption of any communications through the internet or for changes to or losses of data. User is responsible for maintaining the security of any password, user ID or other form of authentication involved in obtaining access to password protected or secure areas of ADP sites. In order to protect you and your data, ADP may suspend your use of the Site, without notice, pending an investigation, if any breach of security is suspected.

6. COPYRIGHTS AND TRADEMARKS. The Software available on or through the Site is the sole and exclusive property of ADP, LLC or its licensors, and is protected by copyright, trademark, and other intellectual property laws. Users may not use the trademarks, logos and service marks ("Marks") found on the Site for any purpose, including, but not limited to, use as "hot links" or meta tags in other pages or sites on the World Wide Web, without the written permission of ADP or such third party that may own the Mark. Please click or tap here for a list of ADP Marks.

7. RIGHTS TO USE SOFTWARE; NO TAMPERING. The Software includes certain computer software that is subject to copyright protection by ADP and/or ADP's licensors. You agree and acknowledge that ADP and/or its licensors retain title to the Software and any copies thereof. You are not purchasing title to the Software or copies thereof. ADP reserves all rights not expressly granted to you. You may not copy, distribute, transmit, display, publish, sell, rent, license, create derivative works or otherwise use any Software available on or through the Site for commercial or public purposes. You are granted access to use the Software on a limited, revocable, non-exclusive, and non-transferable basis, subject to these Terms. You may not decompile, reverse engineer, disassemble, attempt to derive the source code of, modify, or create derivative works of the Software, any updates, or any part thereof (except as and only to the extent any foregoing restriction is prohibited by applicable law or to the extent as may be permitted by the licensing terms governing use of any open sourced components included with the Software). You agree not to modify, move, add to, delete or otherwise tamper with the Software contained in the Site. Any attempt to do so is a violation of the rights of ADP and its licensors.

8. USE OF SITE NOT TRANSFERABLE/ASSIGNABLE. The right to use the Site (including the Software and Services) is personal to each user that is authorized to use the Site and is not transferable by such user by assignment, sublicense, or any other method to any other person or entity. Any attempt by a user to transfer such user's rights shall be void and shall constitute a breach of these Terms.

9. OFFENSIVE, DESTRUCTIVE OR INAPPROPRIATE USE. You shall not exploit the Site or the Services in any unauthorized way whatsoever, including but not limited to, by trespass or burdening network capacity. You acknowledge and agree you are not permitted to use any personally identifiable information for personal use and you agree not to copy, transfer or distribute any personally identifiable information other than in compliance with all laws and as permitted in connection with the Services. You further agree not to use the Services in any manner to harass, abuse, stalk, threaten, defame or otherwise infringe or violate the rights of any other party, and that ADP is not in any way responsible for any such use by you, nor for any harassing, threatening, defamatory, offensive or illegal messages or transmissions that you may receive as a result of using any of the Services.

10. YOUR REPRESENTATIONS. You represent, warrant and covenant that: (a) you are authorized to access and use the Site; (b) all instructions and information you enter into the Site related to the Services will be accurate and complete; (c) you will verify and remain solely responsible for all instructions and information entered into the Site related to the Services; (d) you will not upload, transmit, distribute or otherwise publish through the Site any materials that contain a virus, worm or other harmful component or that would cause the Site to malfunction; (e) you will not decompile, reverse engineer, disassemble or unlawfully use or reproduce any of the Software or other copyrighted or trademarked material, trade secrets or other proprietary information contained in the Site; and (f) if you are accessing ADP's background screening services, you shall not attempt to obtain any background report on yourself, associates, or any other person, except in the exercise of your official duties.

11. LINKS FROM THIRD PARTY SITES. ADP prohibits unauthorized links to the Site and the framing of any information contained on the Site or any portion of the Site. ADP reserves the right to disable any unauthorized links or frames. ADP has no responsibility or liability for any material on other Web sites that may contain links to the Site.

12. LINKS TO THIRD PARTY SITES; OTHER CONTENT; THIRD PARTY SERVICES. The Services may display, include or make available, content, data, information, applications or materials from third parties or provide links to certain third party web sites. Third party materials and links to other web sites are provided solely as a convenience to you. You acknowledge and agree that ADP is not responsible for examining or evaluating the content, accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect of such third party materials or web sites. ADP does not warrant or endorse and does not assume and will not have any liability or responsibility to you or any other person for any third party services, third party materials or web sites, or for any other materials, products, or services of third parties. You also agree that any third party charges that are necessary to use the Site, such as internet charges and service provider charges, are your responsibility and not that of ADP. You understand that by using any of the third party services, you may encounter content that may be deemed offensive, indecent, or objectionable, which content may or may not be identified as having explicit language, and that the results of any search or entering of a particular URL may automatically and unintentionally generate links or references to objectionable material. Nevertheless, you agree to use such services at your sole risk and ADP shall not have any liability to you for content that may be found to be offensive, indecent, or objectionable. ADP DOES NOT ENDORSE, WARRANT, OR GUARANTEE ANY PRODUCT, INFORMATION OR SERVICE OFFERED BY A THIRD PARTY THROUGH THE SITE, AND WILL NOT BE A PARTY TO OR IN ANY WAY MONITOR ANY TRANSACTION BETWEEN ANY USER OF THE SITE AND ANY SUCH THIRD-PARTY PROVIDER.

13. NO WARRANTIES. ADP AND ITS LICENSORS MAKE NO WARRANTIES WHATSOEVER WITH RESPECT TO THE SITE AND THE LICENSED APPLICATION (INCLUDING THE SOFTWARE AND SERVICES). YOU ACKNOWLEDGE THAT YOUR USE OF THE SITE AND THE LICENSED APPLICATION (INCLUDING THE SOFTWARE AND SERVICES) IS AT YOUR OWN RISK. THE SITE AND LICENSED APPLICATION (INCLUDING THE SOFTWARE AND SERVICES) IS PROVIDED SOLELY ON AN "AS-IS" AND "AS-AVAILABLE" BASIS. ADP AND ITS LICENSORS MAKE, AND YOU RECEIVE, NO WARRANTIES, EXPRESS OR IMPLIED, IN FACT OR BY OPERATION OF LAW, STATUTORY OR OTHERWISE. ADP AND ITS LICENSORS EXPRESSLY DISCLAIM ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, AND/OR NONINFRINGEMENT. NEITHER ADP NOR ITS LICENSORS WARRANTS THAT THE OPERATION OF THE SITE AND THE LICENSED APPLICATION (INCLUDING THE SOFTWARE AND SERVICES) SHALL BE UNINTERRUPTED, FREE OF VIRUSES, WORMS, TROJAN HORSES OR ANY OTHER MALICIOUS CODE, ERROR FREE OR THAT IT WILL FUNCTION OR OPERATE IN CONJUNCTION WITH ANY OTHER PRODUCT. ADP AND ITS LICENSORS FURTHER DISCLAIM ANY WARRANTY THAT THE RESULTS OBTAINED THROUGH THE USE OF THE SITE AND LICENSED APPLICATION (INCLUDING THE SOFTWARE OR SERVICES) WILL MEET YOUR NEEDS.

14. LIMITATION OF LIABILITY. TO THE EXTENT PERMITTED BY LAW, UNDER NO CIRCUMSTANCES SHALL ADP OR ITS LICENSORS BE LIABLE FOR ANY DAMAGES SUFFERED BY YOU, INCLUDING, WITHOUT LIMITATION, ANY DIRECT, INCIDENTAL, INDIRECT, SPECIAL, EXEMPLERY OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, (I) LOSSES ARISING FROM THE FAILURE TO RECEIVE ANY BENEFITS, (II) ANY TRADING LOSSES, (III) LOSSES ARISING FROM THE USE OR THE INABILITY TO USE THE SITE AND LICENSED APPLICATION (INCLUDING THE SOFTWARE AND/OR THE SERVICES), (IV) LOSSES ARISING FROM UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA, OR (V) LOSS OF INFORMATION, PROGRAMS OR OTHER DATA THAT RESULT FROM ACCESS TO, USE OF, OR INABILITY TO USE THE SITE AND LICENSED APPLICATION (INCLUDING THE SOFTWARE AND/OR SERVICES) OR DUE TO ANY BREACH OF SECURITY ASSOCIATED WITH THE TRANSMISSION OF INFORMATION THROUGH THE INTERNET. THIS LIMITATION OF LIABILITY SHALL BE IN FULL FORCE REGARDLESS OF WHETHER SUCH LIABILITY IS BASED ON BREACH OF CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, AND EVEN IF ADP OR ITS LICENSORS HAD PREVIOUSLY BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

15. ACCESS TO PASSWORD PROTECTED/SECURE AREAS. Access to and use of password protected and/or secure areas of the Site is restricted to authorized users only. Unauthorized access to such areas is prohibited and may lead to criminal prosecution.

16. TERMINATION. The Site and/or access to the Software and Services may be discontinued, temporarily or permanently, by ADP at any time without notice to users. ADP shall not be liable to any employee or plan participant of Employer or to any third party for any suspension or discontinuance of the Site, the Software or the Services. Your rights to access the Site and the Software shall terminate if you cease to be an employee or plan participant of the Employer, except as contemplated under Section 1 of these Terms. Upon termination of your access to the Site or Software, you shall cease use of the Site or Software.

17. CHANGES TO SERVICE AND TERMS. ADP is not responsible for any technical inaccuracies or typographical errors that may be contained in these Terms. ADP reserves the right to changes these Terms in its sole discretion at any time. Any such changes to the Terms will become effective immediately upon being posted on the Site. You will be able to view the changed Terms by clicking or tapping on the link for Terms and Conditions after you login and your continued use of the Site shall constitute acceptance of such changed terms. The Site and/or the Software and any Services may be modified, temporarily or permanently, by ADP at any time without notice to you. You agree that ADP shall not be liable to you or to any third party for any modification of the Site and/or the Software or the Services.

18. TRANSMISSIONS OF DATA. You acknowledge that transmissions to and from the Site could be read or intercepted by others. You acknowledge that by submitting communications through the Site, no confidential, fiduciary, contractually implied or other relationship is created between you and ADP other than pursuant to these Terms. The Site is hosted in the U.S. Data that you transmit through the Site may be accessed and/or processed by ADP, its affiliates or its trusted third party vendors within the U.S. or outside the U.S. in connection with the provision of Services by ADP to the Employer. As a result, your data may be subject to the laws of such jurisdictions, and may be accessible to the courts and law enforcement authorities in the U.S. or such other jurisdictions. By your use of the Site and your transmitting your personal information and other data, you consent to the use of your personal information and other data as required by ADP to provide these Services in accordance with the terms of ADP's applicable service agreement with the Employer.

19. CONSENT TO USE OF DATA. You agree that ADP may collect and use technical data and related information, including but not limited to technical information about your Device, system and application software, and peripherals, that is gathered periodically to facilitate the provision of software updates, product support and other services to you (if any) related to the Software. ADP may use this information, as long as it is in a form that does not personally identify you, to improve its products or to provide services or technologies to you or the Employer. In some circumstances, ADP may share information you voluntarily provide us, such as your email address, with trustworthy service providers.

20. PROCEDURE FOR MAKING CLAIMS OF COPYRIGHT INFRINGEMENT. Pursuant to the Digital Millennium Copyright Act, ADP has registered an agent with the U.S. Copyright Office. Notices of claimed copyright infringement on the Site should be directed to: Automatic Data Processing, Inc., One ADP Boulevard, MS 325, Roseland, NJ 07068-1728, Attn: John Gevertz. NOTE: THIS ADDRESS IS FOR COPYRIGHT INFRINGEMENT ISSUES ONLY. ALL OTHER COMMUNICATIONS REGARDING YOUR PLAN OR YOUR EMPLOYMENT SHOULD BE DIRECTED TO YOUR PLAN ADMINISTRATOR OR YOUR EMPLOYER, AS APPLICABLE.

21. GOVERNING LAW. THESE TERMS SHALL BE GOVERNED BY AND CONSTRUED ACCORDING TO THE LAWS OF THE STATE OF NEW JERSEY, EXCLUDING ITS CONFLICTS OF LAWS RULES, REGARDLESS OF WHERE ANY ACTION MAY BE BROUGHT. YOU AGREE TO SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL COURTS OF THE STATE OF NEW JERSEY. NOTWITHSTANDING ANYTHING TO THE CONTRARY ABOVE, IF YOU AND YOUR EMPLOYER ARE LOCATED IN CANADA, THESE TERMS SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE PROVINCE OF ONTARIO, AND THE FEDERAL LAWS OF CANADA, APPLICABLE THEREIN, EXCLUDING ANY CONFLICTS OF LAWS RULES, REGARDLESS OF WHERE ANY ACTION MAY BE BROUGHT. YOU AGREE TO SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE PROVINCE OF ONTARIO.

22. THIRD PARTY BENEFICIARIES. ADP's licensors and vendors shall be considered third party beneficiaries of these terms for purposes of Sections 13 and 14.



Revised July 1, 2014