ADP Marketplace Terms of Use
These Terms of Use (the “Terms”) apply to those software applications that we operate and that contain a link to or reference these Terms in connection with use of the bswift/ADP Workforce Now Connector (an “Application” or together the “Applications”). The Terms described below include the terms and conditions on which bswift LLC (hereinafter referred to as “bswift” or “Developer”) provides its Customers and User(s)with access to and the use of the Application.
By using our Applications, you are agreeing to these Terms. Please read them carefully.
bswift may modify these Terms at any time by posting the revised Terms on the Applications. You can determine when these Terms were last revised by referring to the “LAST UPDATED” legend at the bottom of these Terms. Any modifications will be effective immediately upon such posting. Your use of or access to the Applications after such modifications are posted will signify your acceptance of the modifications and your agreement to be bound by them. Notwithstanding the foregoing, any modifications to these Terms shall not apply to any dispute between us arising prior to the date on which we post the revised Terms that contain such modifications.
Unauthorized access, or inappropriate use of the information and data available through this Application, will be prosecuted to the fullest extent permitted by law.
You shall use and access the Application solely for the intended purpose of exchanging and syncing data, including demographic and deductions, and earnings API, between bswift and ADP Workforce Now clients. You shall not use the Application in any manner that is illegal or inconsistent with applicable law or the rights of any other person or entity. You shall not disclose to any third party any authorized user ID, password or other user identification, account number, account profile or personally identifiable information used in connection with or gathered or processed by the Application.
The Applications and all software incorporated therein are provided “AS IS” without warranty of any kind, either express or implied, including, but not limited to, the implied warranties of merchantability, fitness for a particular purpose, or non-infringement. Some jurisdictions do not allow the exclusion of implied warranties, so the above exclusion may not apply to you. The data and information set forth in or accessible through the Application comes from third parties and is for informational purposes only. No warranty is made that the information is error-free. Without limitation of anything contained herein, BSWIFT expressly disclaims any and all warranties, whether express or implied, with respect to the accuracy of information and data (including with respect to the accuracy, manner of use, disclosure, integrity and loss thereof) transmitted or accessible through the Applications, third party software, open source software and you and your employer’s software (without regard in the case of each of the foregoing software to whether such software was recommended or incorporated into the software by bswift).
Please note that once you leave the Application or arrive at an application, website or software from another non-bswift location, either by using a link we may have provided for your convenience or by specifying your own destination, bswift accepts no responsibility for the content, products and/or services provided at these non-bswift locations (including, but not limited to, ADP and the ADP Marketplace) or their access to or use or handling of data. bswift does not control, endorse, promote or have any affiliation with any other website or software application unless expressly stated herein.
bswift HEREBY DISCLAIMS ON BEHALF OF itself, ADP AND APPDIRECT ANY EXPRESS, IMPLIED OR STATUTORY REPRESENTATIONS OR WARRANTIES, AND ALL OTHER WARRANTIES INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NONINFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE.
Limitation of Liability
Subject to the remainder of this Section, bswift shall indemnify, defend and hold harmless Customer that has a right to access and use the Application and its employees from and against any and all suits, actions, damages, costs, losses, expenses (including reasonable outside attorneys’ fees) and other liabilities (each, a “Claim”) to the extent arising from or in connection with allegations that the Application or any related services provided by bswift violates or infringes any United States based intellectual property right of a third party, invades or infringes any right of privacy, or right of publicity, of any person or entity. Developer shall, at its sole expense, conduct the defense of any such Claim and all negotiations for its settlement or compromise; provided, however, that: (i) no settlement or compromise of such a Claim shall be entered into or agreed to without Customer’s prior approval (not to be unreasonably withheld, conditioned or delayed): and (ii) Customer shall have the right to participate, at its own expense, in the defense and/or settlement of any such Claim to the extent necessary to protect its own interests.
NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO THE CONTRARY, IN NO EVENT WILL BSWIFT BE LIABLE TO ANY PARTY FOR ANY DIRECT, INDIRECT, SPECIAL OR OTHER CONSEQUENTIAL DAMAGES ARISING OUT OF ANY USE OF THE APPLICATIONS, OR ANY OTHER HYPER-LINKED WEBSITE OR SOFTWARE APPLICATION (INCLUDING MOBILE APPLICATIONS), INCLUDING, WITHOUT LIMITATION, ANY LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF PROGRAMS OR DATA ON YOUR EQUIPMENT, OR OTHERWISE, EVEN IF WE ARE EXPRESSLY ADVISED OF THE POSSIBILITY OR LIKELIHOOD OF SUCH DAMAGES.
CUSTOMER’S SOLE AND EXCLUSIVE REMEDIES RELATING TO THE APPLICATION SHALL BE AGAINST BSWIFT. ADP AND APP DIRECT SHALL HAVE NO LIABILITY OR OBLIGATION TO CUSTOMERS RELATED TO THE APPLICATION.
Confidentiality
You shall protect the confidentiality of the Application, its features and functions and the information (including but not limited to the Application related documentation and member information) to which you have access through or in connection with use of the Application using at least the degree of care and security you and your employer use to protect your and your employer’s own confidential information.
Changes to the Applications
Information may be changed or updated without notice. bswift has no obligation to update information presented on the Applications, so information contained herein may be out of date at any given time. bswift may also make improvements and/or changes in the products and/or programs described in this information at any time without notice.
Support Services
bswift, and not ADP or its vendors, is solely responsible for providing, maintaining, supporting and updating the Application and bswift’s associated services. bswift shall provide product support for the Application. Customer may access support via the following means: In-app help center through the help icon in the Application.
Trademarks
All trademarks, service marks, trade names, logos, domain names, URLs and icons (“Marks”) appearing on this Application, registered or not, are the property of BSWIFT, its affiliates or their respective owners. Nothing on this Application grants you any right or license to use any of the Marks on this site without the express written permission of BSWIFT or the third-party owners of the Marks. Unauthorized use may violate trademark and other laws. bswift, Aetna and CVS are part of the CVS Health family of companies.
Ownership of the Applications
The Applications are the property of bswift (or its licensors) and are protected by applicable intellectual property laws. The Applications are licensed, not sold, to you. You may utilize the Applications only as permitted by these Terms and in accordance with the terms of the license and services agreement between your employer and BSWIFT or your employer’s consultant’s agreement with bswift. You may not, and will not permit any other party to: (1) modify, adapt, alter, translate, post, publish or create derivative works of the Applications or ADP Marketplace; (2) use or merge the Applications, or any component or element thereof, with other software, databases or services not provided by bswift; (3) sublicense, distribute, sell or otherwise transfer the Applications to any third party; (4) use the Applications as a service bureau, or lease, rent or loan the Applications to any third party; (5) reverse engineer, decompile, disassemble or otherwise attempt to derive the source code, structure or underlying ideas or algorithm of any component of the Applications, including ADP Marketplace; (6) interfere in any manner with the operation of the Applications; (7) circumvent, or attempt to circumvent, any electronic protection measures in place to regulate or control access to the Applications or information or data contained or accessible through the Application; (8) create a database by systematically downloading and storing the Applications; (9) use any robot, spider, site search/retrieval application or other manual or automatic device to retrieve, index, “scrape,” “data mine” or in any way gather the Applications or reproduce or circumvent the navigational structure or presentation of the Applications without our express prior written consent; (10) use the Applications for any commercial purposes; (11) copy the ADP Marketplace; or, (12) remove any copyright notice, trade or service marks, brand names and the like from the Application, ADP Marketplace or related documentation. You agree not to develop, distribute or sell any software or other functionality capable of launching, being launched from or otherwise integrated with the Applications. You may not remove, alter or obscure any copyright notice or any other proprietary notice that appears on or in the Applications.
Compliance with Law
You will access and use the Application and any information accessed or derived using the Application in compliance with applicable law, including but not limited to the Health Insurance Portability and Accountability Act of 1996 and rules promulgated there under, including but not limited to the privacy rule at 45CFR parts 160 and 164. To the extent you access information on behalf of a plan sponsor, all plan documents required by 45 CFR Section 164.504(f) are in place and you will act in accordance with any restrictions contained therein.
Termination
bswift may suspend or terminate your use of or access to the Applications if you fail to comply with these Terms. Such suspension or termination may result in the permanent deletion of your information or other previously available content.
Miscellaneous
ADP and AppDirect are third party beneficiaries of the above described terms and each are entitled to enforce such terms as if they were a party to this agreement.
If Customer has any questions about the Service or this Agreement, Customer may email bswift at IntegrationPartners@bswift.com
Terms of Use update: 06/26/2020