Terms and Conditions for ADP Workforce Now

ADP Workforce NOW SellPro Terms and Conditions
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SELLPRO TERMS OF SERVICE 

Effective February 10, 2021 

PLEASE READ THESE TERMS OF SERVICE CAREFULLY BEFORE CREATING YOUR ACCOUNT. These Terms of Service (“Terms”) govern your use of the free and paid services, software, websites, and applications (the “Service”) provided by mVentix, Inc., d/b/a SellPro, a California Corporation (“mVentix”, “we”, “our”, etc.), and any data, text, files, information, usernames, images, graphics, photos, profiles, audio or video clips, sounds, musical works, works of authorship, links, and other materials (“Content”) uploaded to, downloaded from, or appearing on our websites or applications. We work with third-party partners to provide trainings, awards, and other content for the Service, including without limitation manufacturers, authorized retailers, resellers, strategic partners, and others (“Partners”). 

By deploying our Service, you signify that you have read, understand, and agree to be bound by all of these Terms on behalf of your Organization or entity and you represent and warrant that you have the authority to bind the Organization to these Terms. In that case, “Client”, “you” and “your” refers to that Organization. You may continue to use the Service as long as you adhere to these Terms. PLEASE READ THESE TERMS CAREFULLY. THEY CONTAIN A MANDATORY ARBITRATION PROVISION AND CLASS ACTION WAIVER. 

  1. License

    1. Subject to your agreement and continuing compliance with these Terms and any of our other relevant policies, we grant you a non-exclusive, non-transferable, revocable limited license to use the Service solely for its intended purposes. You agree not to use the Service for any other purpose. We provide downloadable apps or browser-accessible software for your use in connection with the Service (the “Software”). This Software may update automatically and if such Software is designed for use on a specific mobile or desktop operating system, then a compatible system is required for use. So long as you comply with these Terms, we grant you a limited, nonexclusive, nontransferable, revocable license to use the Software, solely to access the Service; provided, however, that this license does not constitute a sale of the Software or any copy thereof, and as between you and us, we retain all right, title and interest in the Software. 

  2. Account Creation

    1. You must provide accurate information when you create your administrator account. You are responsible for safeguarding the password and for all activities that occur under your account. You should notify us immediately if you become aware of any breach of security or unauthorized use of your account. You may never use another user’s account without permission. 

  3. Use Restrictions

    • By using this Service, you represent and warrant that you have the right, authority, and capacity to enter into and abide by these Terms and that you are at least 18 years of age or older. You agree to access or use the Service solely for legal purposes as allowed by these Terms. Amongst other things, you agree not to:
      • change, modify, adapt, or alter the Service or change, modify, or alter another website so as to falsely imply that it is associated with the Service or with us.
      • use the Service for any illegal or unauthorized purpose.
      • disassemble, decompile, or reverse engineer the Service or attempt or assist anyone else to do so.
      • interfere or disrupt the Service or servers or networks connected to the Service, including by transmitting any worms, viruses, spyware, malware, or any other code of a destructive or disruptive nature, or inject content or code or otherwise alter or interfere with the Service.
      • attempt to restrict another user from using or enjoying the Service or encourage or facilitate violations of these Terms or any of our other terms.
      • 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 Content from the Service or reproduce or circumvent the navigational structure or presentation of the Service.
      • Copy, reproduce, republish, frame, download, transmit, modify, display, reverse engineer, sell, or participate in any sale of, rent, lease, loan, assign, distribute, license, sublicense, or exploit in any way, in whole or in part, Our Content, the Service or any related Software, except as expressly stated in these Terms. 

  4. General Conditions

    • Your continued use of the Service is subject to the following conditions:
      • You acknowledge that our ability to provide the Service or to make SellPro available on any particular platform or geography is dependent on the conduct of third parties beyond our control, including, without limitation, those entities that control or regulate distribution of mobile apps and government regulatory authorities. In the event that any such third party takes an action that materially interferes with mVentix’s ability to perform or impairs mVentix’s ability to distribute SellPro, mVentix may, in its sole discretion, terminate this Agreement, modify SellPro, or restrict the distribution of SellPro on certain platforms or through certain channels without any liability. 
      • We reserve the right, in our sole discretion, to change these Terms or our Service offered from time to time. You agree that we may notify you of updates to the Terms by posting them on the Service, and that your use of the Service after the effective date of the updated Terms constitutes your agreement to them. 
      • We reserve the right to refuse access to the Service to anyone for any reason at any time.
      • You hereby authorize us, directly or through third parties, to make any inquiries we consider necessary to validate your identity or authenticate your account information. 
      • We may, but have no obligation to, remove, edit, block, or monitor Content or accounts containing Content that we determine in our sole discretion violates these Terms.
      • You agree that you are responsible for all third-party data or other telecommunications charges you incur through use of the Service.
      • You agree to comply with all laws, rules, and regulations applicable to your use of the Service.
      • In connection with providing you the Service, we may transfer, store, or process your Content or account information in the U.S. or in any other country in which we or our third-party Service providers maintain facilities. By using the Service, you consent to this transfer, processing, and storage of your Content. 

  5. External Services and Third-Party Materials

    • The Service may enable access to third-party websites (“External Services”). Use of External Services may require you to accept additional terms. Certain External Services may display, include, or make available content, data, information, apps or materials from third parties (“Third Party Materials”) or provide links to certain third-party web sites. By using the External Services, you acknowledge and agree that we have no liability for and are 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. We reserve the right to change, suspend, remove, or disable or limit access to any External Services at any time without notice and without any liability.  

  6. Payment

    • Access to the Service and creation of an account is subject to the Service Plan, associated pricing and payment terms that you select on the ADP Marketplace (“Service Plan”).  

  7. Your Content 

    • We claim no ownership rights over the Content submitted or created exclusively by you for use in connection with the Service or in your trademarks, products, or logos (“Your Content”). You hereby grant us a non-exclusive, non-transferable, royalty-free license (i) to use, reproduce, distribute, and display Your Content in connection with the Service and (ii) to make reference to you in our marketing materials, provided that any such use not contain any confidential or proprietary information. We acknowledge that we acquire no rights or interest of any kind in Your Content, except for such license. 

    • You represent and warrant that: (i) you own Your Content or otherwise have the right to grant the rights and licenses set forth in these Terms; (ii) the posting and use of Your Content does not violate, misappropriate, or infringe on the rights of any third party, including, without limitation, privacy rights, publicity rights, copyrights, trademark, or other intellectual property rights; (iii) you agree to pay for all royalties, fees, and any other monies owed as a result of the use of Your Content in connection with the Service; and (iv) you will indemnify, defend, and hold us harmless against any claim that Your Content infringes the rights of any third party.  

    • You acknowledge and agree that we have no obligation to prescreen, monitor, edit, or remove any of Your Content, but that we may do so at our sole discretion on a case by case basis. You further agree that with respect to Your Content, we may do one or all of the following, at our sole discretion: (i) monitor your submissions; (ii) alter, remove, or refuse to post or allow it to be posted or stored; or (iii) disclose it, and the circumstances surrounding the transmission thereof, to (1) any third party as permitted in our Privacy Policy; (2) comply with applicable laws, (3) respond to governmental inquiries or requests, (4) comply with valid legal process, (5) protect the rights, privacy, safety or property of mVentix, users of the Service, or the public, (6) permit us to pursue available remedies or limit the damages that we may sustain, or (7) enforce these Terms. 

  8. Our Content 

    • We own all rights and interest in the Service, any Content contained within the Service other than Your Content, any applications that operate in connection with the Service, all methods and materials we create to implement the Service, and any data regarding use of the Service by you or any other users. You acknowledge that “SellPro,” any related trademarks, and subsequent marks used by mVentix to identify SellPro are the sole property of mVentix, that we own all rights and interest therein, you disclaim any interest in them, and agree not to challenge rights therein or to register any domain names that contain the “SellPro” mark or any variation thereof.  

  9. Awards 

    • SellPro uses an award system to reward users based on their skill in learning about products or services featured within the app as well as for engaging with other activities on the app. To activate certain content through the Service, including, but not limited to courses, campaigns, and surveys, you must purchase at least a minimum inventory of in-app digital Mall Credits to provide as awards for users. You will need to provide credit card information for every purchase of Mall Credits inventory. We do not store your credit card information. It is provided solely to a third-party Service provider on a one-time basis to process your purchase. By providing your credit card information, you are authorizing us to charge your card for the amount stated.  

    • Subject to the limitations of your Service Plan, you may request to enable other in-app award types by contacting SellPro Client Services by email to ClientServices@sellpro.net. Other awards types may include physical product, digital gift cards, discount codes, employee purchase program e-rebates and branded premiums. Activation of additional award types requires a separate signed Addendum to this Agreement and is subject to additional award fulfilment cost, which will be invoiced separately and directly by mVentix. 

    • We will be responsible for identifying obtaining all necessary information from award winners, verification of award winners’ eligibility, and fulfillment of awards. 

  10. Confidentiality 

    • The parties acknowledge that in the course of this Agreement they may exchange with each other certain confidential, proprietary, or trade secret information, consisting of information relating to their respective services and products, customers, business methods, strategies, and practices, internal operations, pricing and billing, financial data, costs, personnel information, customer and supplier contacts and needs, sales lists, technology, software, computer programs, usage and traffic reports, and other documentation, computer systems, inventions, developments, that have not been disclosed to any third parties, information designated by the parties as, or otherwise known to be, confidential, and all other information that might reasonably be deemed confidential (“Confidential Information”). The parties may use such Confidential Information only during the Term of, and in connection with, this Agreement. They further agree not to divulge or use for their own benefit or for the benefit of any other person for any reason, except as specifically authorized in writing in advance by the other party, any such Confidential Information at any time during the term of this Agreement or after its termination. Nothing in this Agreement prohibits the parties from disclosing Confidential Information if compelled to do so by valid legal process, but such party shall give the other sufficient notice to formally object prior to disclosure. Either party may also disclose Confidential Information (i) to government officials or counsel solely for the purpose of investigating a suspected violation of law or (ii) in a document filed under seal in a legal proceeding. The parties further acknowledge that a breach of this provision will cause irreparable injury for which legal remedies are insufficient, therefore entitling the injured party to injunctive relief in addition to any other available remedies. 

    • In the course of providing services under this Agreement, mVentix will collect personal information relating to SellPro users and award winners (“User Data”). The parties agree that User Data shall be considered private and shall be maintained as confidential. mVentix shall not disclose User Data to Client unless it is necessary to do so for purposes of awarding or fulfillment verification, confirming trainings completed, or confirming users authorized to access Client data through SellPro. If Client does receive any User Data, it shall use such information solely for the foregoing purposes. Under no circumstances shall Client disclose User Data to third parties or use it for any other purpose, such as product marketing or promotion, unless the user or award winner provides express consent to mVentix for such use. 

  11. Warranties and Indemnification 

    • Each party warrants to the other party that (a) it has the full corporate right, power and authority to enter into this Agreement and to perform the acts required of it hereunder, (b) its execution of this Agreement and performance of its obligations hereunder, do not and shall not violate any agreement to which it is a party or by which it is bound, and (c) when executed and delivered, this Agreement shall constitute the legal, valid and binding obligation of such party, enforceable against it in accordance with its terms.

    • THE EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT ARE IN LIEU OF ALL OTHER WARRANTIES, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO ANY: (A) IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR (B) IMPLIED WARRANTY ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OR TRADE. CLIENT ACKNOWLEDGES THAT MVENTIX MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING THE QUALITY, RELIABILITY, TIMELINESS, OR SECURITY OF THE SERVICES AND DOES NOT REPRESENT OR WARRANT THAT THE SERVICES SHALL BE ERROR-FREE, UNINTERRUPTED, OR FREE FROM UNAUTHORIZED ACCESS (INCLUDING THIRD PARTY HACKERS OR DENIAL OF SERVICE ATTACKS). SERVICES ARE PROVIDED TO CLIENT ‘AS IS.’ IN ADDITION, NEITHER MVENTIX NOR CLIENT AUTHORIZES ANYONE TO MAKE A WARRANTY OF ANY KIND ON ITS BEHALF, AND NEITHER PARTY NOR SUCH PARTY’S USERS SHOULD RELY ON ANYONE MAKING SUCH STATEMENTS. 

    • mVentix shall defend, indemnify, and hold Client and its owners, employees, agents, and affiliates harmless against any damages, losses and expenses (including reasonable attorneys’ fees and disbursements) arising out of or relating to any third party claims, actions, or other proceedings arising from any content created for Client by mVentix, the presentation or fulfillment of any awards through SellPro by mVentix, or any breach by mVentix of its obligations hereunder. 

    • Client shall defend, indemnify, and hold mVentix and its owners, employees, agents, and affiliates harmless against any damages, losses and expenses (including reasonable attorneys’ fees and disbursements) arising out of or relating to any third party claims, actions, or other proceedings arising from any content provided to mVentix by Client, the awards provided by Client to mVentix, or any representations regarding the quality or performance of Client’s products or services, or any breach by Client of its obligations hereunder. 

  12. Limitation of Liability

    • Except for any obligation to indemnify, each party’s maximum aggregate liability arising from or relating to this Agreement shall not exceed the amount of fees payable under this Agreement.

    • UNLESS PROHIBITED BY APPLICABLE LAW, NEITHER PARTY SHALL BE LIABLE FOR ANY CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES OR EXPENSES (INCLUDING, WITHOUT LIMITATION, SPECIAL, INCIDENTAL OR INDIRECT DAMAGES, WHETHER FOR PERSONAL INJURY, LOSS OF PROFITS, LOST SAVINGS OR COMPENSATION, BUSINESS INTERRUPTION OR OTHERWISE), IN ARBITRATION OR IN A COURT, WHETHER OR NOT FORESEEABLE, AND REGARDLESS OF HOW CHARACTERIZED AND EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, UNDER OR IN CONNECTION WITH THIS AGREEMENT, REGARDLESS OF THE FORM OF ACTION (WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, STATUTORY LIABILITY OR OTHERWISE). 

  13. Governing Law 

    • These Terms are governed by the laws of the State of California, United States of America, without regard to conflict of laws rules. You irrevocably consent to the exclusive jurisdiction of the state or federal courts in Los Angeles County, California, United States of America for purposes of any legal action arising out of or related to the use of the Service, the distribution of awards, or these Terms, and you hereby waive any claim that such forum is inconvenient. Any disputes or differences between the parties arising out of these Terms which the parties are unable to resolve themselves shall be submitted to and resolved by arbitration as provided below. Notwithstanding the arbitration obligations, we are entitled to seek injunctive or other equitable relief in any court of competent jurisdiction.  

  14. Arbitration 

    • THIS AGREEMENT REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS, AND ALSO LIMITS THE REMEDIES AVAILABLE TO YOU IN THE EVENT OF A DISPUTE. PLEASE READ THIS CAREFULLY. IT AFFECTS YOUR RIGHTS. 

    • Except for a claim by mVentix of infringement or misappropriation of its patent, copyright, trademark, or trade secret and/or mVentix’s ability to seek injunctive or other equitable relief, any and all disputes between you and mVentix arising under or related in any way to these Terms must be resolved through binding arbitration as described in this section. This agreement to arbitrate is intended to be interpreted broadly. It includes, but is not limited to, all claims and disputes relating to your use of the Service. You agree that by entering into these Terms, you and mVentix are each waiving the right to trial by jury or to participate in a class action. You and mVentix agree that each may bring claims against the other only in your or its individual capacity, and not as a plaintiff or class member in any purported class or representative proceeding. Any arbitration will take place on an individual basis; class arbitrations and class actions are not permitted. 

    • The arbitration will be governed by the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes of the American Arbitration Association (“AAA”), as modified by this section. For any claim where the total amount of the award sought is $10,000 or less, the AAA, you and mVentix must abide by the following rules: (a) the arbitration shall be conducted solely based on written submissions; and (b) the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties. If the claim exceeds $10,000, the right to a hearing will be determined by the AAA rules, and the hearing (if any) must take place in Los Angeles, California. The arbitrator’s ruling is binding and may be entered as a judgment in any court of competent jurisdiction. In the event this agreement to arbitrate is held unenforceable by a court, then the disputes that would otherwise have been arbitrated shall be exclusively brought in the state or federal courts located in Los Angeles, California. Any arbitration proceedings held hereunder shall be confidential. 

    • You shall have thirty (30) days to opt-out of this arbitration agreement beginning on the date that you (i) register your account, or (ii) if already registered, from the first time you use or log in to the Service. To opt out of arbitration you must email us at legal@sellpro.net. If more than thirty (30) days have passed, you are not eligible to opt out of arbitration. 

  15. Attorney’s Fees and Costs 

    • Should it become necessary for any party to these Terms to bring a claim in arbitration and/or litigation to enforce any provision herein, or for damages on account of any breach of these Terms, each party shall bear its own costs and expenses incurred in the arbitration and/or litigation, which includes but is not limited to any attorney’s fees and court costs. 

  16. Time Limitation on Claims 

    • You agree that any claim you may have arising out of or related to your relationship with us must be filed within one year after such claim arose; otherwise, your claim is permanently barred. 

  17. Termination 

    • Either party may terminate this Agreement at its convenience and without any breach by the other party upon thirty (30) days’ written notice to the other party without any liability to the other party, except for your obligation to pay any outstanding amounts due. 

    • Either party may immediately terminate this Agreement for cause if (a) the other party files a petition in bankruptcy or otherwise becomes subject to bankruptcy proceedings, or makes an assignment for the benefit of its creditors, or (b) the other party materially breaches its obligations under this Agreement and fails to cure the breach within fourteen (14) days after receiving written notice of such breach. 

    • Upon termination of the Service, your content and all other data will no longer be accessible through your account and all licenses and other rights granted to you in these Terms will immediately cease. 

  18. General Legal Provisions 

    • You agree that mVentix’ agents, Partners, Service providers, and licensors are third party beneficiaries to this Agreement and may rely upon its provisions, including but not limited to, the provisions concerning warranties and liability. 

    • These Terms (and any other document referred to in these Terms and any other terms and conditions specifically agreed between you and us in writing) contain all the terms agreed between us and you regarding their subject matter and supersedes and excludes any prior terms and conditions, understanding or arrangement between us and you, whether oral or in writing. No representation, undertaking or promise shall be taken to have been given or be implied from anything said or written in negotiations between us and you prior to these Terms except as expressly stated in these Terms.  

    • No waiver of any breach of any provision of these Terms shall constitute a waiver of any prior, concurrent, or subsequent breach of the same or any other provisions hereof, and no waiver shall be effective unless made in writing and signed by an authorized representative of the waiving party. You may not assign your rights under this Agreement to any party; we may assign our rights under this Agreement without condition. This Agreement will otherwise be binding upon and will inure to the benefit of the parties, their successors, and permitted assigns. If any of these Terms shall be deemed invalid, void, or for any reason unenforceable, those terms shall be deemed severable and shall not affect the validity and enforceability of any remaining terms.  

  19. Information or Complaints 

    • Under California Civil Code Section 1789.3, California users are entitled to the following consumer rights notice: If you have a question or complaint regarding the Service, please send an email to clientService@sellpro.net. You may also contact us by writing to mVentix, Inc., 21600 Oxnard Street, Suite 1700, Woodland Hills, CA 91367, Attn: SellPro Client Services. California residents may reach the Complaint Assistance Unit of the Division of Consumer Service of the California Department of Consumer Affairs by mail at 1625 North Market Blvd., Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210.