ADP IA

Terms and Conditions of Service

ADP welcomes you to the Health Plan Portal. We provide the tools and services on this website subject to the terms below. Please read them carefully.

Note: You must accept these terms before entering the site.

Terms and Conditions of Service

These Terms and Conditions of Service are an agreement between ADP, Inc (“ADP”), Automatic Data Processing Insurance Agency, Inc. (“ADPIA”)  (collectively referred to as “ADP”)and You. They apply to any insurance products or services and any administrative services (the “Services”) as defined below. By subscribing to these Services, You agree to be bound by these Terms and Conditions of Service, including any modifications from time to time.

“You” and “Your” means You, Your company, Your employees and Your agents whom You have designated as “users” of the Services. You agree to be bound by these Terms and Conditions of Service, any applicable additional terms and any other terms and guidelines. “Services” means the services which the licensed agents of ADPIA provide to clients in relation to the maintenance and administration of clients’ health and benefit insurance plans.

THIS IS A LEGAL AGREEMENT BETWEEN YOU AND ADP FOR USE OF THE SERVICES DESCRIBED HEREIN.  BY CLICKING ON THE “I ACCEPT” BUTTON BELOW, YOU ARE CONSENTING TO THESE TERMS AND CONDITIONS OF SERVICE.  IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY OR PERSON, YOUR ACCEPTANCE REPRESENTS THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY OR PERSON TO THESE TERMS.  IF YOU DO NOT AGREE WITH THESE TERMS, OR IF YOU DO NOT HAVE THE AUTHORITY TO BIND YOUR ENTITY OR PERSON, DO NOT CLICK THE “I ACCEPT” BUTTON BELOW.

1. The Services

  1. Performance Standard ADP will perform the Services in a professional manner, using personnel having a level of skill in the area commensurate with the requirements of the Services to be performed. If ADP employees are providing services on Your property, ADP shall advise such employees to observe Your reasonable security policies as such are communicated to ADP sufficiently in advance from time to time.
  2. Use of Services/Protection of Data  You will use the Services in accordance with the instructions and reasonable policies established by ADP from time to time and communicated to You. You will use the Services only for Your internal business purposes and You may not use the Services, or any software or system used to provide them, for commercial software hosting services. You may not interfere with or disrupt Servers, databases or any network connected to them. You may not use the Services provided through or in connection with such Services to violate any law, statute or regulation; or conduct any other illegal activity; or to harvest or otherwise collect information submitted by third parties, including e-mail addresses, without the express consent of such third parties. You will not provide, directly or indirectly, any of the Services or any portion thereof, including any contents, information, tools, calculators and resources therein, to any party other than Yourself. ADP will take reasonable precautions to prevent the loss of or alteration to Your data files in its possession in connection with the Services, including employing regular back-up procedures, but ADP does not undertake to guarantee against any such loss or alteration. ADP is not and will not be Your record keeper. Accordingly, You will, to the extent You deem necessary, keep copies of all source documents of information delivered to ADP in connection with the Services. You are solely responsible for maintaining and backing-up any information You are providing or using in connection with the Services.
  3. Payment Services If You are receiving any of the Services that require ADP to, impound funds from Your account to pay Your third-party payment obligations (e.g., Insurance Premiums, Pay-by-Pay,) (“Payment Services”), You shall have sufficient, collected funds in Your account within the deadline established by ADP to satisfy such third-party payment obligations together with ADP’s fees for Services, in their entirety. You further acknowledge that any Insurance Premium payments are ultimately Your responsibility and any audit adjustments and/or payments are Your sole responsibility.  ADP will not pay Insurance Premiums on Your behalf.  Payment Services are subject to the operating rules of the National Automated Clearing House Association (“NACHA”). ADP and You agree to comply with the NACHA rules applicable to it with respect to the Payment Services. ADP may commingle Your impounded funds with other clients’, ADP’s or ADP-administered funds of a similar type. ALL AMOUNTS EARNED ON SUCH FUNDS WHILE HELD BY ADP WILL BE FOR THE SOLE ACCOUNT OF ADP.
  4. Accuracy of Your Information, Review of Data  All Services provided hereunder will be based upon information provided to ADP by You and/or Your employees (including proof of federal, state and local tax identification numbers). The person agreeing to these Terms and Conditions of Service or such other person designated in writing by the person agreeing to this order is Your authorized contact from whom ADP will take all instructions and ADP will not be liable for following such instructions. To help prevent employee fraud, ADP recommends that You have someone other than Your designated contact review Your disbursement reports; a prompt and thorough review allows You to spot and correct errors and inconsistencies. You therefore agree to promptly review all records and other reports You receive from ADP for validity and accuracy according to Your records. You shall promptly deliver to ADP Your Client Content required by ADP to perform the initial setup services. Such information and materials shall be in an electronic file format specified by and accessible to ADP. “Your Client Content” shall mean any information regarding Your payroll information and employees and any other information or materials of Yours, regardless of form (e.g., images, graphics, text, etc.), to be included in the Services, whether included therein by ADP as part of its setup services or by You or any of Your employees. Upon completion of any setup services, You will review the Client Content provided to ADP as part of the setup services, as such content is included in the Services. By commencing “live” processing or using the Services, You confirm that all Client Content is accurate and complete. ADP shall have no liability to You for any errors or inaccuracies in Client Content included in the Services that has been reviewed and approved by You.
  5. Responsibility for Compliance with Laws The Services are designed to assist You in complying with applicable laws and governmental regulations. Nevertheless, You (and not ADP) will be responsible (i) for Your compliance with all laws and governmental regulations affecting Your business and (ii) for any use You may make of the Services to assist You in complying with such laws and governmental regulations. You will not rely solely on use of the Services in complying with any laws and governmental regulations. Many states have certain requirements, such as employers must obtain consent from their employees, in connection with direct deposit and/or the use of electronic statements.  State laws vary and it is Your responsibility to ensure You are compliant with these state laws regarding electronic statements and direct deposit as well as any other applicable state or other laws and governmental regulations affecting Your business. No state or federal agency monitors or assumes any responsibility for the financial solvency of third-party tax filers.

2. Your Responsibilities.

  1. Selection Of Insurance Carrier You acknowledge that ADPIA has and/or may in the future assist You with obtaining insurance from Carriers.  The selection of a Carrier is your sole decision and ADPIA does not provide coverage or set any underwriting rates or guidelines. ADPIA is not affiliated with any Carriers. You acknowledge that ADPIA works with a limited number of Carriers, that ADPIA may not obtain quotes from all available insurance carriers, and in most instances will obtain only one quote.  ADPIA does not guarantee the financial stability or performance of any such insurance Carriers.  The purchase of an insurance policy from a particular insurance carrier is Your decision.   You further acknowledge that ADPIA may receive compensation from the Carriers for placing policies with the Carriers.
  2. You agree to provide ADP with timely notice of employee-level changes (i.e., life events).  If You do not notify ADP in a timely manner, any liability associated with this lack of information will be Your responsibility and not ADP’s.

3. Fees; Taxes; Payments.

  1. Fees/Taxes You agree to pay ADP for the Services at the rates specified on the sales order, pricing order or similar document, whether produced on-line, sent to You via email or otherwise provided to You by ADP. You shall pay ADP for any Services added by You in the future at ADP’s then prevailing prices for such Services. ADP does not impose a charge for accessing its mobile application, but third party providers may charge fees to You to access data. You are solely responsible for any third party fees or charges associated with accessing any mobile application. ..
  1. FOR PBP CLIENTS ONLY   Please review and sign the Client Account Agreement and Debit Authorization terms to set up the pre-authorized debit required for Money Movement Services.  This fee when applicable is separate from any payment received by ADPIA from the Carrier.  This fee is Your responsibility and is not tied in any way to the premium designated by the Carrier. After the initial six months of Money Movement Service, ADP may increase fees for the Money Movement Services at any time upon at least 30 days prior notice to You.
  1. You also agree to reimburse ADP for any expenses incurred, including interest and reasonable attorney fees, in collecting amounts due ADP hereunder. There shall be added to all payments hereunder amounts equal to any applicable taxes levied or based on this Agreement, exclusive of taxes based on ADP’s net income. In the event that, due to changes in legal requirements, product modifications or enhancements or new product offerings, as the same may be modified, enhanced or changed by ADP from time to time, such additional services shall be provided subject to an additional charge
  1. Payments ADP accepts direct debit of funds (“DDF”) as payment for the Services. ADP is unable to accept cash, checks, C.O.D. orders and wire transfers for the Services. Your bank account will be debited, as applicable. ADP does not accept credit cards.
  2. Insurance Carrier Applications and Paperwork.    You will be responsible for reviewing all applications and paperwork required to be submitted to Carriers and will promptly notify ADPIA of any incorrect information included in such applications and paperwork.  ADPIA will not be responsible for any incorrect information included in such applications and/or paperwork.  ADPIA may assist You with the completion of said paperwork but it is Your responsibility to accurately complete.
  3. Notifications to Agency.  If You wish to request a policy change, change payment terms and/or terminate Your policy and desire ADPIA to assist You in facilitating these changes with the Carrier, You will provide ADPIA with a formal written notice of such request.  If You fail to provide ADPIA with a formal written notice of such request, the Carrier may decline to process the request and in certain cases, could cancel Your policy.  All such notices shall be provided to ADPIA at 71 Hanover Road, MS 625, Florham Park, NJ 07932 or such other address as ADPIA may provide to you in writing from time to time.

4. Account Security and Passwords.

In order to access and use the Services, You will be required to provide proper Authentication including Your User Name, Password and any other authentication required by ADP (“Authentication. You are responsible for safeguarding the confidentiality of Your account information (including user email address (es) and Your Authentication selected by You or issued to You) and agree to take any and all actions necessary to maintain privacy. You are responsible for any use or misuse of Your account resulting from any third party using any Services selected by You or issued to You. You agree to notify ADP immediately of any known or suspected unauthorized access to or use of Your account, or any other breach of security or misuse known to or suspected by You. The security of transmissions over the Internet can never be guaranteed. ADP is not responsible for any interception or interruption of any communications through the Services or related software or systems or for changes to or losses of data. In order to protect You and Your data, ADP may suspend Your use of the Services immediately, without notice, pending an investigation, if any breach of security is suspected.

5. Disclaimer of Warranties.

  1. NEITHER ADP NOR ITS LICENSORS OR VENDORS MAKE ANY REPRESENTATIONS OR WARRANTIES ABOUT THE CONDITION, SUITABILITY, RELIABILITY, AVAILABILITY, COMPLETENESS, SECURITY, TIMELINESS, OR ACCURACY of THE SERVICES OR any information, calculations, software or other materials or results included in or available through  THE SERVICES, FOR ANY PURPOSE. ALL OF THE FOREGOING ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. THE SERVICES ARE PROVIDED AS A PRODUCT ENHANCEMENT TOOL ONLY AND DO NOT, AND ARE NOT INTENDED TO, CONSITITUTE LEGAL ADVICE. ADP AND ITS LICENSORS AND VENDORS HEREBY DISCLAIM ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED, WITH REGARD TO  any information, calculations, software or other materials or results included in or available through THE SERVICES, INCLUDING ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.
  1. WITHOUT LIMITING THE GENERALITY OF the FOREGOING, You will be responsible for (AND nEITHER ADP NOR ITS LICENSORS OR VENDORS WILL BE LIABLE FOR): (1) the consequences of any instructions YOU may give to ADP; (2) YOUR failure to use THE SERVICES in the manner prescribed by ADP; (3) YOUR FAILURE TO PROTECT YOUR Authentication; (4) MAINTAINING AND BACKING-UP ANY INFORMATION YOU ARE PROVIDING OR USING IN CONNECTION WITH THE  SERVICES; and (5) YOUR failure to supply accurate input information.
  2. ADP will not be liable for any damage or losses, including damage, loss or disclosure of data, accounts, revenue or business, arising out of or otherwise related to (1) use of the Services by You or by any other party to whom You have given access to; (2) errors, bugs or other defects provided through use of the Services; (3) lost company, employee or vendor information (e.g., payroll information, social security numbers, lost records regarding withholdings, etc.); (4) illegal or criminal activities; (5) mistakes, omissions, interruptions, deletion of files or e-mail, loss of or damage to data, errors, defects, viruses, delays in operation, or transmission, or any failure of performance, whether or not limited to acts of God, communications failure, theft, destruction or unauthorized access to ADP’s records, programs or services; or (6) Your actions with Your employees or vendors, or the use of their information.
  3. Third party links, web sites, content and services. 
    1. ADP prohibits unauthorized links to the Site or the Services and the framing of any information contained on the Site or any portion of the Site or the Services. 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 or the Services. The Services and any web sites may display, include or make available, content, data, information, applications, links or materials from third parties or provide links to certain third party web sites not under the control of ADP. 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 or the Services, 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 OR SERVICES, AND WILL NOT BE A PARTY TO OR IN ANY WAY MONITOR ANY TRANSACTION BETWEEN ANY USER OF THE SITE OR SERVICES AND ANY SUCH THIRD-PARTY PROVIDER.
    2. Feedback. You may have the opportunity to provide suggestions, comments or other feedback regarding the Services (“Feedback”) either within or through links to third party sites that may collect such information from You on behalf of ADP. You agree that all Feedback is and shall be given entirely voluntarily and any Feedback, even if designated or deemed as confidential by You, shall not create any confidentiality obligation for ADP. Furthermore, You hereby acknowledge and understand that, with respect to any Feedback, ADP is and shall be free to use, disclose, reproduce, license or otherwise distribute, and exploit the Feedback provided to it as it sees fit, entirely without obligation or restriction of any kind on account of intellectual property rights or otherwise.

6. Intellectual Property.

  1. Ownership of Proprietary Rights  All computer programs (other than pre-packaged third-party software), tutorials and related documentation made available, directly or indirectly, by ADP to You as part of the Services are the exclusive property of ADP or the third parties from whom ADP has secured the rights to such Services. All rights, title and interest in or to any copyright, trademark, service mark, trade secret, and other proprietary right relating to the Services and the related logos, names, etc. are reserved. The use of any software included in, or supplied by ADP for use with, the Services shall be governed by the license terms of this Agreement and any additional license (whether written, shrink-wrapped or on-line) that may be delivered to You in connection with Your use of the Services. In the event of a conflict, the terms of this Agreement shall prevail.
  2. ADP Indemnity Subject to the remainder of this Section 8B, ADP shall defend You in any suit or cause of action, and indemnify and hold You harmless against any damages payable to any third party in any such suit or cause of action, alleging that the Services as used in accordance with this Agreement infringe any U.S. patent, copyright, trade secret or other proprietary right of any third party. The foregoing obligations of ADP are subject to the following requirements: You shall take all reasonable steps to mitigate any potential damages which may result; You shall promptly notify ADP of any and all such suits and causes of action; ADP controls any negotiations or defense of such suits and causes of action, and You assist as reasonably required by ADP. The foregoing obligations of ADP do not apply to the extent that the infringing Services or portions or components thereof or modifications thereto were not supplied or directed by ADP, or were combined with other services, processes or materials not supplied or directed by ADP (where the alleged infringement relates to such combination).
  3. Use of Your Authorized Marks  In the event that ADP makes available branding of any materials, cards and/or websites associated with the Services and You request such branding, You grant to ADP, to the card issuers and any third party service providers designated by ADP (collectively, “Authorized Users”) the right to display Your trademarks, trade names, service marks, logos and designs designated by You (the “Authorized Marks”), subject to Your right to review and approve the copy prior to the use of such Authorized Marks. This authorization shall cover the term of this Agreement.

7. Your Warranties.

By subscribing to the Services, You make the following representations and warranties: (1) You have the legal capacity and authority to (a) enter into and be bound by these Terms and Conditions of Service, (b) if You are acting in a corporate capacity, to bind Your company; and (c) You agree to use the Services in accordance with these Terms and Conditions;(2) You will not use the Services for any purpose that is unlawful, or prohibited by these Terms and Conditions of Service (as may be modified from time to time); and (3) All information supplied by You or by others using Your account is true and accurate, including information submitted as part of the registration, subscription and billing process.

8. Confidentiality/Privacy.

All Confidential Information disclosed hereunder will remain the exclusive and confidential property of the disclosing party. The receiving party will not disclose the Confidential Information of the disclosing party and will use at least the same degree of care, discretion and diligence in protecting the Confidential Information of the disclosing party as it uses with respect to its own confidential information. The receiving party will limit access to Confidential Information to its employees and authorized representatives with a need to know and will instruct them to keep such information confidential. Notwithstanding the foregoing, the receiving party may disclose Confidential Information to the extent necessary to enforce its rights under this Agreement. Additionally, ADP may (i) disclose Confidential Information to the extent necessary for ADP to perform the Services, (ii) disclose Confidential Information among ADP affiliates or companies under common control with ADP, and  (iii)  disclose Confidential Information to a third party to the extent that disclosure of such information is required to perform the Services.  It is acknowledged that ADP or its affiliates may from time to time communicate directly with You and/or Your employees for the purpose of marketing its products and services or those of its recommended vendors and may use certain Confidential Information to do so. Additionally, ADP may contact your employees directly to provide specific services as outlined in the Services you have agreed to.  Upon the request of the disclosing party, the receiving party will return or destroy all Confidential Information of the disclosing party that is in its possession. Notwithstanding the foregoing, ADP may retain information for regulatory purposes or in back-up files, provided that ADP’s confidentiality obligations hereunder continue to apply. You also agree that ADP may use Your or Your employees’ and participants’ information for purposes other than performance of the Services but only in an aggregated, anonymized form, such that neither You nor Your employees or participants may be identified, nor will You have any ownership interest in such aggregated, anonymized data. For purposes of this Section, “Confidential Information” shall mean: all information of a confidential or proprietary nature provided by the disclosing party to the receiving party for use in connection with the Services but does not include (i) information that is already known by the receiving party, (ii) information that becomes generally available to the public other than as a result of disclosure by the receiving party in violation of this Agreement, and (iii) information that becomes known to the receiving party from a source other than the disclosing party on a non-confidential basis. Confidential Information of ADP also includes all ADP trade secrets, processes, proprietary data, information or documentation related thereto, or any pricing or service information furnished to You by ADP. Your Confidential Information also includes all personally identifiable payroll and employee-level data.

Information about You submitted for the Services is subject to ADP’s privacy statement, located at http://www.adp.com/privacy.aspx

9. Limitation of Liability.

This Section 11 sets forth the full extent of ADP’s liability for damages resulting from this Agreement or the Services rendered or to be rendered hereunder, regardless of the form in which such liability or claim for damages may be asserted, and sets forth the full extent of Your remedies. Each of ADP and You acknowledges that the fees for the Services to be provided hereunder reflect the allocation of risk set forth in this Section 11.

  1. ADP Responsibility ADP shall correct any of Your reports, as the case may be, produced incorrectly as a result of an ADP error, at no charge to You. Additionally, ADP shall reimburse You for (i) actual damages incurred by You as a direct result of the criminal or fraudulent acts or willful misconduct of ADP or any of its employees, or (ii) any penalty imposed against You as a result of an error or omission made by ADP in performing the Services.
  2. Your Responsibility You will be responsible for (i) the consequences of any instructions You may give to ADP, (ii) Your failure to use the Services in the manner prescribed by AP, and (iii) Your failure to supply accurate input information.
  3. Limit on Monetary Damages  Notwithstanding anything to the contrary contained in this Agreement (other than as set forth in Section 11.A. and any direct damages incurred by You as a result of ADP’s breach of Section 8.B. above), ADP’s aggregate liability under this Agreement during any calendar year for damages (monetary or otherwise) under any circumstances for claims of any type or character made by You or any third party arising from or related to the Services, will be limited to the lesser of (i) the amount of actual damages incurred by You or (ii) ADP’s charges for the affected Services; provided however, that ADP’s aggregate liability hereunder in any calendar year will not exceed the average charge for one  processing period paid by You to ADP for the  Services during such calendar year. ADP will issue You a credit(s) equal to the applicable amount and any such credit(s) will be applied against subsequent fees owed by You.  Please note, premiums owed to the carrier are always Your responsibility and ADP will not have any liability for insurance premiums owed related to the Services.
  4. No Consequential Damages  NEITHER ADP, NOR YOU WILL BE RESPONSIBLE FOR SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR OTHER SIMILAR DAMAGES (INCLUDING LOST PROFITS OR DAMAGES FOR BUSINESS INTERRUPTION OR LOSS OF INFORMATION) THAT THE OTHER PARTY MAY INCUR OR EXPERIENCE IN CONNECTION WITH THIS AGREEMENT OR THE SERVICES, HOWEVER CAUSED AND UNDER WHATEVER THEORY OF LIABILITY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBLITY OF SUCH DAMAGES.

10. Term and Termination; Your Default; Remedies Upon Default.

  1. Termination   ADP or You may terminate this Agreement without cause upon at least sixty (60) days prior written notice. Either Party may also suspend performance and/or terminate this Agreement immediately upon written notice at any time if: (i) the other Party is in material breach of any material warranty, term, condition or covenant of this Agreement and fails to cure that breach within thirty (30) days after written notice thereof; (ii) the other party ceases business operations; or (iii) the other Party becomes insolvent, generally stops paying its debts as they become due or seeks protection under any bankruptcy, receivership, trust deed, creditors arrangement, composition or comparable proceeding, or if any such proceeding is instituted against the other (and not dismissed within 90 days after commencement of one of the foregoing events). ADP may also suspend performance and/or terminate this Agreement immediately without prior notice in the event You, Your employee(s) or any other third party (i) includes in any Services any Client Content, or undertakes any action(s), which is obscene, offensive, inappropriate, threatening, or malicious; which violates any applicable law or regulation or any contract, privacy or other third party right; or which otherwise exposes ADP to civil or criminal liability or (ii) wrongfully uses or accesses the Services or any other systems of ADP used in the performance of its obligations under this Agreement or You have any material adverse change in Your financial condition.
  2. Post-Termination  If any of the Services are or may be terminated by ADP, ADP shall be entitled to allocate any funds remitted or otherwise made available by You to ADP in such priorities as ADP (in its sole discretion) may determine appropriate (including reimbursing ADP for payments made by ADP hereunder on Your behalf to a third party) and You will immediately: (i) become solely responsible for all third party payment obligations now or hereafter due (ii) reimburse ADP for all payments made by ADP hereunder on Your behalf to any third party.

11. General.

  1. Inducement  You have not been induced to enter into this Agreement by any representation or warranty not set forth in this Agreement. This Agreement contains the entire agreement of the parties with respect to its subject matter and supersedes and overrides all prior agreements on the same subject matter, including any printed terms You may have signed, and shall govern all disclosures and exchanges of Confidential Information made by the parties previously hereto. In the event of any conflict between these terms and any other previously signed agreements, these terms shall apply to the provision of Services.
  2. No Third Party Beneficiaries  ADP has no obligation to any third party (including, without limitation, Your employees and/or any Carrier) by virtue of this Agreement. Other than with respect to ADP’s vendors/licensors as set forth under sections 7 and 11 above, there shall be no third party beneficiaries to this Agreement.
  3. Force Majeure  Any party hereto will be excused from performance under this Agreement for any period of time that the party is prevented from performing its obligations hereunder as a result of an act of God, war, utility or communication failure or other cause beyond the party’s reasonable control.
  4. Non-Solicitation.  During the term of this Agreement, You shall not solicit the employment of any ADP employee who has been involved in furnishing Services hereunder.
  5. Waiver  The failure of either party at any time to enforce any right or remedy available to it under this Agreement with respect to any breach or failure by the other party shall not be construed to be a waiver of such right or remedy with respect to any other breach or failure by the other party.
  6. Severability  If any of the provisions of this Agreement shall be invalid or unenforceable, such invalidity or unenforceability shall not invalidate or render unenforceable the entire Agreement, but rather the entire Agreement shall be construed as if not containing the particular invalid or unenforceable provision or provisions, and the rights and obligations of You and ADP shall be construed and enforced accordingly.
  7. Relationship of the Parties  The parties hereto expressly understand and agree that each party is an independent contractor in the performance of each and every part of this Agreement, is solely responsible for all of its employees and agents and its labor costs and expenses arising in connection therewith.
  8. Governing Law  This Agreement is governed by the laws of the State of New York without giving effect to its conflict of law provisions.
  9. Pricing  The prices relating to the Services provided herein are not contingent or dependent on, or in any way related to, Your purchase of other products or services from ADP not covered hereunder, and will be honored regardless of whether or not such other products or services are purchased.

Effective April 1, 2014

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The information contained in this website represents the products and services available through one of the business groups of Automatic Data Processing Insurance Agency, Inc. (ADPIA). ADPIA services mid and large size clients with various insurance products and services through its other business groups.

All insurance products will be offered and sold only through Automatic Data Processing Insurance Agency, Inc., its licensed agents or its licensed insurance partners, 1 ADP Blvd., Roseland, NJ 07068. CA license # 0D04044. Licensed in 50 states. Automatic Data Processing Insurance Agency, Inc. is an affiliate of ADP, Inc. Certain services may not be available in all states. ADP and the ADP Logo are registered trademarks of ADP, Inc. Copyright ©2020 ADP, Inc.