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IMPORTANT!

PLEASE READ THE FOLLOWING PROVISIONS CAREFULLY BEFORE USING THIS SITE OR ANY OF DELUXE’S SERVICES, INCLUDING BUT NOT LIMITED TO THE ARBITRATION CLAUSE IN SECTION 19 BELOW. IF YOU DO NOT AGREE WITH ANY OF THESE TERMS AND CONDITIONS, PLEASE DO NOT USE THE SERVICES.

BY ACCESSING OR USING DELUXE’S SERVICES YOU AGREE TO BE BOUND BY THESE WEBSITE TERMS OF USE OR BY CLICKING “I AGREE” YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS SERVICES AGREEMENT.   

DELUXE RESERVES THE RIGHT TO CHANGE THESE TERMS OF USE AT ANY TIME, AND BY CONTINUING TO USE THE SERVICES OR THIS SITE AFTER DELUXE POSTS A CHANGE, YOU WILL BE DEEMED TO HAVE ACCEPTED THE NEW TERMS OF USE. THEREFORE, YOU SHOULD CHECK THESE TERMS OF USE FOR UPDATES FROM TIME TO TIME.

 

SERVICES AGREEMENT

This Services Agreement (the “Agreement”) is made and entered into by and between Deluxe Corporation, a Delaware corporation, (“Deluxe”) and you (either a “Client” or “You”) as of the date set forth on the time stamp collected when accepting this Agreement online (the “Effective Date”).

IF YOU ARE ENTERING INTO THIS AGREEMENT AS A REPRESENTATIVE OF AN ORGANIZATION, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ORGANIZATION AS THE CLIENT TO THIS AGREEMENT INCLUDING ALL OF THE TERMS AND CONDITIONS HEREIN, IN WHICH CASE THE TERMS “YOU” OR “YOUR” SHALL REFER TO SUCH CLIENT FOR WHICH YOU ARE A REPRESENTATIVE.

WHEREAS, Deluxe provides the People Platform Employee Management services (the “Deluxe People Platform”), including payroll management, HR administration, and other employee management solutions as further described in this Agreement or as found at https://www.deluxe.com/business-operations/hr/payroll (the “Services”) to You.

WHEREAS, You desire to purchase some or all of such Services and Deluxe is willing to provide the same to You pursuant to the terms as set forth in this Agreement.

1.      GENERAL.

1.1.        General.  You will purchase Services from Deluxe and Deluxe will sell Services to You in accordance with this Agreement and as set forth in an applicable invoice or order form for specific products or services selected by You.  The types of and prices for such Services may be amended from time to time.  You shall provide Deluxe all information and approvals reasonably required by Deluxe to provide the Services.  Deluxe may discontinue Services or modify the fit, form, features and/or functionality of Services from time to time.  Deluxe will provide You reasonable notice of material modifications.  The Parties are independent contractors, and neither is, nor shall either Party purport to act as, the other’s agent, partner, fiduciary, joint venturer, or representative.

1.2.        Legal Relationship.  Deluxe Corporation is extending all rights and obligations under this Agreement to the specific Deluxe Corporation Affiliate (i.e. Deluxe Small Business Sales, Inc.) that provides the Services directly to You. The term “Deluxe” as used in this Agreement may be read as the company name of the respective Affiliate or Subsidiary providing Services to You.  Deluxe Corporation shall remain responsible for its Affiliates’ and Subsidiaries’ compliance with the terms and conditions of this Agreement. For the purposes of this Agreement, the term “Affiliates” means business entities that control, are controlled by, or are under common control with Deluxe Corporation. 

2.      DELUXE PEOPLE PLATFORM OFFERING EMPLOYEE MANAGEMENT SERVICES

2.1.        Services. Deluxe will provide access to Deluxe’s Employee Management platform (the “Platform”) which includes the following services:

·            Deluxe Payroll

·            Deluxe HR

·            Deluxe Payroll and HR

·            Additional Add-ons: Benefit administration, Workflows &HR automation, Time tracking, Paid Time Off Accrual tracking, Applicant Tracking System, and HR Support Center

2.2.        User Account, Passwords, & Security. You will create your own username and passwords (“Logons”) where applicable. You are responsible for maintaining the confidentiality of Logons and shall immediately notify Deluxe of any unauthorized use of Logons or any other breach of security. Deluxe is not liable for any loss that may incur as a result of improper use of Logons.

2.3.        Fees.  The Client will pay all fees specified in an invoice or other such order form for the applicable Services selected by Client. Except as otherwise specified in this Agreement or an invoice, the fees are based on Services subscriptions purchased according to the usage tiers specified in the applicable invoice or order form.  Fees for Services are non-cancelable, fees paid are non-refundable, and quantities purchased cannot be decreased during the relevant subscription term unless otherwise agreed upon by the parties in writing.  Deluxe reserves the right to change the fees associated with any of the Services at any time. Deluxe will provide you with notice of any pricing changes within sixty (60) days of any pricing change.  

2.4.        Prior Payroll RelationshipsPLEASE NOTE that Deluxe is not responsible for filing taxes, processing payroll or paying any associated taxes for any information not processee through the Deluxe People Platform.  This means that if another payroll service provider or tax service company provided You with payroll services in any form, then you must use a different service provider other than Deluxe People Platform to file or pay taxes for that time period used by another tax service.  In order to file taxes, process payroll or pay any associated taxes that occurred prior to the date that any Payroll Services started with Deluxe, you must contact your prior service provider to file or pay taxes for the prior time period.    

2.5.        Your Obligations. You agree that you are responsible for auditing and validating any data you provide for use in the Deluxe People Platform. You are further responsible for ensuring that the Deluxe People Platform is properly implemented into Your system or environment.

3.      LICENSE GRANT.  Deluxe hereby grants to You a non-exclusive, non-transferable, non-assignable, right and license to access and use the Services for Your business purposes only during the term and only as outlined this Agreement.  You shall not: (i) transfer, lease, modify, decompile, reverse engineer, create derivative works of, store, time-share, display, publish, broadcast, circulate, market, donate, copy, duplicate, create, recreate, disseminate, retransmit, or otherwise commercially exploit the Services to provide or operate Application Service Deluxe (ASP), service bureau, marketing, training, outsourcing services, cloud services, web services or consulting services or any other commercial service related to the Services, (ii) use the Services to develop software or products which are competitive with the Deluxe Services, (iv) sell, license, sublicense, distribute, assign or otherwise transfer to a third party the Services or any copy therefore, in whole or in part, without Deluxe’s written consent, (v) remove or obfuscate any trademark, copyright or other proprietary notices provided or affixed by Deluxe or its licensor(s) in connection with Services, or (iii) use the Services for any purpose other than is expressly contemplated by this Agreement or applicable product/service order form.

4.      TERM AND TERMINATION.  This Agreement becomes effective upon the Effective Date of any subscription term (as set forth in Your invoice or order form for Services) and shall remain in effect until Your subscription for Services is expires or is terminated by either Party (the “Term”).  Deluxe may terminate this Agreement for any reason immediately by revoking Client’s access to the Services. The term of each subscription associated with this Agreement shall be set forth in an applicable invoice or order form for Services.  Except as otherwise specified in an invoice or order form, subscriptions for Services will automatically renew for additional one (1) year periods, unless either party gives the other notice of non-renewal at least thirty (30) days prior to the end of an applicable subscription term.

5.      EFFECT OF TERMINATION.  Upon expiration or termination of this Agreement, Deluxe’s obligations to provide any Service shall cease.  This means that Deluxe will not file taxes or W2s, process any payroll or associated taxes on your behalf.  Upon termination, Deluxe shall be entitled to the immediate payment of, and Client shall within three (3) business days after termination pay to Deluxe, all accrued and unpaid amounts for Services performed prior to the date of termination or expiration.  If this Agreement is terminated by Client for cause, then Deluxe will refund a pro-rata share of any pre-paid fees for Services after the termination date.  Upon the expiration or termination of this Agreement you shall have access to the Platform to export your data for the Payroll Services for thirty (30) days.

6.      OWNERSHIP.

6.1.        Intellectual Property Rights. All IP of Deluxe shall remain the sole and exclusive property of Deluxe except as otherwise licensed in this Agreement.  “IP” means any and all completed or in-progress works of authorship, materials, information and other intellectual property including, but not limited to: trade secrets, service marks, logos, internet URLs, copyrights, patents, inventions, original works of authorship, ideas, designs, technology, database rights, computer programs, rights of publicity, application programming interfaces, formulas, systems, techniques, know-how, data, writings, compositions, content, documents, designs, processes, procedures, all source code or object code related to any of the foregoing, or any other item, material or works that are made, conceived, developed, acquired or otherwise obtained, in any country or jurisdiction in the world. 

6.2.        Assignment of Deliverables.  Upon full payment to Deluxe and subject to the terms herein, Deluxe hereby (i) assigns to You all rights in and to the Deliverables, other than any Deluxe IP included therein; and (ii) grants to You a non-exclusive, non-transferable, revocable right and license to access and use, for Your internal business purposes only, any Deluxe IP included in the Deliverables in connection with Your use of the Deliverables and pursuant to the terms of this Agreement. Except for such license grant, Deluxe or its licensors retain all rights in and to all Deluxe IP. “Deliverables” means any document, plan, report, or any other material provided by Deluxe pursuant to the Services or as outlined in an applicable order form.  Subject to the limited rights granted herein, Deluxe (including its Affiliates) and its licensors reserve all rights, title, and interest in and to the Services and all content therein, including Deluxe IP. 

7.      CONFIDENTIALITY.

7.1.        Use of Confidential Information. Each Party will protect the other’s Confidential Information from unauthorized use, access or disclosure in the same manner as each Party protects its own Confidential Information, but with no less than reasonable care. Except as otherwise expressly permitted pursuant to this Agreement, each Party may use the other Party’s Confidential Information solely to exercise its respective rights and perform its respective obligations under this Agreement.  Each Party may disclose such Confidential Information: (a) solely to the employees and/or non-employee service providers and contractors who have a need to know such Confidential Information and who are bound by terms of confidentiality intended to prevent the misuse of such Confidential Information; (b) as necessary to comply with an order or subpoena of any administrative agency or court of competent jurisdiction; or (c) as reasonably necessary to comply with any applicable law or regulation. The provisions of this section shall control over any non-disclosure agreement by and between the Parties and any such non-disclosure agreement shall have no further force or effect with respect to the exchange of Confidential Information after the execution of this Agreement. To be clear, any exchange of Confidential Information prior to the execution of this Agreement shall continue to be governed by any such non-disclosure agreement.  “Confidential Information” means all non-public information disclosed by one Party to the other Party which is in any form and is either designated as confidential or is information, regardless of form, that a reasonable person would understand to be confidential given the nature of the information and circumstances of disclosure. 

7.2.        Exceptions.  Notwithstanding the foregoing, Confidential Information shall not include information that (a) was already known to the receiving Party at the time of disclosure by the disclosing Party; (b) was or is obtained by the receiving party from a third party not known by the receiving Party to be under an obligation of confidentiality with respect to such information; (c) is or becomes generally available to the public other than by violation of this Agreement or another valid agreement between the parties; or (d) was or is independently developed by the receiving Party without the use of the disclosing Party’s Confidential Information.

7.3.        Injunctive Relief.  The receiving Party acknowledges that money damages may not be a sufficient remedy for any breach of this section, and the disclosing Party will be entitled to seek specific performance and injunctive relief as remedies for any such breach. Such remedies will not be deemed to be the exclusive remedies for a breach of this Agreement but will be in addition to all other remedies available at law or equity to the disclosing Party.

8.      CLIENT DATA

8.1.        Your Data License.  You grant to Deluxe a worldwide, license to host, copy, use, transmit, and display Your Data for Deluxe’s internal business purposes and to deliver the Services to You.  You warrant and represent that You have all necessary rights and licenses to use or share such Your Data with Deluxe.  You shall continue to retain ownership rights to all Your Data that is processed, collected, or used by Deluxe under the terms of this Agreement.  Deluxe will not sell, rent, or lease Your Data to any third party in a manner that would identify You or your business without Your prior written permission. “Data” means (i) data, information, or other material regarding Your business that is provided to Deluxe in connection with the Services, and (ii) data and information, or other material from You or Your customers that is used, processed or stored by Deluxe as part of the Services.  Your Data does not include Deluxe’s internal data on Your usage statistics or usage information on how You use the Services.  Your Data shall also include any personal data or Personally Identifiable Information (“PII”), as further defined below, that is collected, used, processed, stored, or generated as the result of the use of the Services.  PII includes any information that identifies an individual’s social security number or other government-issued identification number, date of birth, address, telephone number, biometric data, mother’s maiden name, email address, credit card information, or an individual’s name in combination with any other of the elements listed herein.

8.2.        Deluxe Use of You Usage Data. Deluxe may share aggregated and/or anonymized information regarding Your use of the Services with third parties for marketing purposes based on Deluxe’s legitimate interest under the applicable data protection laws in order to develop and promote its Services.  Deluxe never discloses aggregated and/or anonymized information to a third party in a manner that would identify You as the source of the information or in any way that discloses any PII provided by You.  Deluxe may collect or engage third-party analytics providers to collect Usage Data to develop new features, improve existing features, inform sales and marketing strategies, or conduct general research for new products based on Deluxe’s legitimate interest under applicable data protection laws.  “Usage Data” means metrics and information regarding Your use of the Service, including evaluating how Your end-users use the Service.  Any PII included in Your Data shall be anonymized and/or aggregated in such a manner that it no longer constitutes Your Data or PII under applicable data protection laws. 

9.      WARRANTIES.  EXCEPT AS OTHERWISE AGREED UPON IN THIS AGREEMENT, THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND TO THE FULLEST EXTENT PERMITTED BY LAW, AND DELUXE EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.  CLIENT ACKNOWLEDGES THAT DELUXE DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE OR FREE FROM VIRUSES OR OTHER MALICIOUS SOFTWARE, AND NO INFORMATION OR ADVICE OBTAINED BY CLIENT FROM DELUXE OR THROUGH THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.

 

10.   SECURITY AND DATA PRIVACY.  Deluxe has implemented and will maintain an appropriate data privacy and information security program, including physical, technical, administrative, and organizational safeguards that are designed to secure Your Data and prevent accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to Your Data.  These security measures govern all areas of security applicable to the Services, including physical access, system access, data access, transmission and encryption, input, data backup, data segregation and security oversight, enforcement and other security controls and measures.

11.   INDEMNIFICATION

11.1.     Deluxe Indemnification. Deluxe agrees to indemnify, defend and hold harmless You and its personnel from all third-party claims against You alleging that Deluxe’s Services infringe the third-party’s intellectual property rights, except to the extent that such infringement or unauthorized use arises from: (i) modification of the Services other than by Deluxe or its subcontractors, or Your use thereof in a manner not contemplated by the Agreement; (ii) the failure of the indemnified party to use any corrections or modifications made available by Deluxe; (iii) information, materials, instructions, specifications, requirements or designs provided by or on behalf of the indemnified party; or (iv) the use of Services in combination with any platform, product, network or data not provided by Deluxe and not contemplated for use by Deluxe with the Services. If Your use of any Services, or any portion thereof, is or is likely to be enjoined by order of a court of competent jurisdiction as such an infringement or unauthorized use, Deluxe, at its option and expense, shall have the right to: (x) procure for You the continued use of such Service, (y) replace such Service with a non-infringing Service, or (z) modify such Service so it becomes non-infringing; provided that, if (y) or (z) is the option chosen by Deluxe, the replacement or modified Service is capable of performing substantially the same function. In the event Deluxe cannot reasonably procure, replace or modify such Services in accordance with the immediately preceding sentence, Deluxe may require You to cease use of such Service and refund the fees paid to Deluxe with respect to the Services. The foregoing provisions of this sub-section constitute the sole and exclusive remedy of the indemnified parties, and the sole and exclusive obligation of Deluxe, relating to a claim that any of Deluxe's Services infringes any patent, copyright or other intellectual property right of a third party.

11.2.     Your Indemnification.  You will indemnify, defend, and hold harmless Deluxe from and against any and all claims to the extent arising out of, or relating to: (i) handling or disclosure of any Your Data or Confidential Information (including the accuracy of such data or information) by Deluxe (or its subcontractors) that is used or processed in accordance with Your (or its user’s) instructions; (ii) Your use of the Services; (iii) any allegation that, if true, would constitute a breach of Your obligations under this Agreement; (iv) fraud, theft or embezzlement by You (including subcontractors) or its personnel; (v) an intentional tort, intentional misconduct (including intentional breach of contract), unlawful conduct, or gross negligence of You (or any entity or person for which You is responsible; and (vi) any actual or alleged infringement or misappropriation of any IP rights owned by a third party arising from Your performance of its obligations hereunder, the Your Data, Customer Information, or any other material provided by You.

11.3.     Notice. The indemnified Party shall provide the indemnifying Party with prompt written notice of any claim, liability, or expense for which indemnification is sought under this Agreement (an “Indemnity Claim”) and shall cooperate in all reasonable respects with the indemnifying Party in connection with any such Indemnity Claim; provided, however, that the indemnified Party’s failure to comply with such notice and cooperation obligations shall not relieve the indemnifying Party of its indemnification obligations, except to the extent the indemnifying Party has been actually prejudiced by such failure. The indemnifying Party shall be entitled to defend and control the handling of any such Indemnity Claim, with counsel of its own choosing that is reasonably satisfactory to the indemnified Party. The indemnifying Party shall not settle or compromise any Indemnity Claim that results in liability or admission of liability without the prior written consent of the indemnified Party which shall not be unreasonably withheld.

12.   LIMITATIONS OF LIABILITY.  UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (WHETHER IN CONTRACT, TORT, NEGLIGENCE OR OTHERWISE) WILL EITHER PARTY TO THIS AGREEMENT, OR THEIR AFFILIATES, SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, SUPPLIERS OR LICENSORS BE LIABLE TO THE OTHER PARTY OR ANY AFFILIATE FOR ANY LOST PROFITS, LOST SALES OR BUSINESS, DATA, DATA USE,  BUSINESS INTERRUPTION, LOSS OF GOODWILL, REPLACEMENT COSTS, OR FOR ANY TYPE OF INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE LOSS OR DAMAGES, OR ANY OTHER INDIRECT LOSS OR DAMAGES INCURRED BY THE OTHER PARTY OR ANY AFFILIATE IN CONNECTION WITH THIS AGREEMENT OR THE SERVICES REGARDLESS OF WHETHER SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF OR COULD HAVE FORESEEN SUCH DAMAGES.

NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, UNDER NO CIRCUMSTANCES SHALL DELUXE’S AGGREGATE LIABILITY TO CLIENT, ANY AFFILIATE, OR ANY THIRD PARTY ARISING OUT OF THIS AGREEMENT OR THE SERVICES, WHETHER IN CONRACT, TORT, OR OTHERWISE EXCEED THE TOTAL FEES PAID OR PAYABLE BY CLIENT DURING THE THREE (3) MONTHS PRIOR TO THE FIRST EVENT OR OCCURRENCE GIVING RISE TO SUCH LIABILITY. THE LIMITATION OF LIABILITY PROVIDED FOR HEREIN WILL APPLY IN AGGREGATE TO CLIENT AND ITS AFFILIATES AND SHALL NOT BE CUMULATIVE.

THE LIMITATIONS SET FORTH IN THIS SECTION SHALL NOT APPLY TO CLAIMS OR DAMAGES RESULTING FROM A PARTY’S: (i) INDEMNITY OBLIGATIONS; OR (ii) GROSS NEGLIGENCE, BAD FAITH OR INTENTIONAL MISCONDUCT.

13.   FORCE MAJEURE. Neither Deluxe nor You shall be liable for any delays or nonperformance directly or indirectly resulting from circumstances or causes beyond its reasonable control, including fire, epidemic or other casualty, act of God, strike or labor dispute, war or other violence, or any law, order, or requirement of any governmental agency or authority.

14.   NOTICES. Any notice required or permitted under this Agreement shall be in writing and shall be hand delivered, sent by an overnight courier, or mailed by registered or certified United States mail, return receipt requested, postage prepaid, and addressed to the applicable entity set forth below. Each such notice is effective upon receipt.

To Deluxe:

Jeffrey L. Cotter, Chief Administrative Officer, SVP and General Counsel

Deluxe Corporation
3680 Victoria Street North
Shoreview, MN 55126

 

To You:

NAME

ADDRESS

 

A Party may change its notice contact information by giving prior notice of the new information (and the effective date thereof) in conformity with the foregoing.

15.   ASSIGNMENT. Neither Party may assign this Agreement or any of its rights and obligations hereunder without the prior written consent of the other Party and such consent shall not be unreasonably withheld.  However, Deluxe may assign this Agreement or any of its rights and obligations hereunder to an Affiliate or subsidiary without the consent of You. Either Party may assign this Agreement and all of its rights and obligations hereunder, without the prior written consent of the other Party, if a Change in Control occurs, provided that, where You is the assigning or merging party, in each case, such entity is not a competitor of Deluxe. Any attempted assignment that does not comply with the terms of this Section is null and void. This Agreement shall be binding on the Parties and their respective successors and permitted assigns.

16.   SURVIVAL. All provisions that are intended by their nature to survive performance of the Services shall survive such performance, or the expiration or termination of this Agreement. 

17.   SEVERABILITY. If any term of this Agreement is unenforceable, such term shall not affect the other terms, but such unenforceable term shall be deemed modified to the extent necessary to render it enforceable, preserving to the fullest extent permitted the intent of Deluxe and You set forth in this Agreement.

18.   WAIVERS AND AMENDMENTS. No delay or omission by a Party in enforcing its rights or remedies under this Agreement shall impair such right or remedy or be deemed to be a waiver thereof. No waiver of any right or remedy under this Agreement with respect to any occurrence or event on one occasion shall be deemed a waiver of such right or remedy with respect to such occurrence or event on any other occasion. No amendment or waiver of this Agreement shall be valid unless in writing and signed by the parties thereto.

19.   ARBITRATION

PLEASE READ CAREFULLY AS THIS AFFECTS YOUR RIGHTS.  BECAUSE YOUR USE OF SERVICES REQUIRES THAT YOU CONSENT TO ARBITRATION OF YOUR CLAIMS OR DISPUTES, YOU WILL NOT HAVE THE RIGHT TO PURSUE YOUR CLAIM IN COURT OR BEFORE A JUDGE OR JURY OR TO PARTICIPATE IN A CLASS ACTION OR ANY OTHER COLLECTIVE OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR'S DECISION WILL BE FINAL AND BINDING. OTHER RIGHTS THAT EITHER PARTY WOULD HAVE IF THAT PARTY WENT TO COURT, INCLUDING WITHOUT LIMITATION THE RIGHT TO CONDUCT DISCOVERY OR TO APPEAL, MAY BE LIMITED OR UNAVAILABLE IN ARBITRATION. IF ANY COURT WERE TO FIND THAT THE ARBITRATION CLAUSE WERE UNENFORCEABLE FOR ANY REASON, THEN YOU AGREE TO PURSUE YOUR CLAIM EXCLUSIVELY IN A STATE OR FEDERAL COURT IN MINNEAPOLIS, MINNESOTA, AND AGREE THAT A JUDGE RATHER THAN A JURY IS TO ADJUDICATE YOUR CLAIM.     

19.1.     General.  You agree that any dispute or claim arising out of or relating in any way to your use of the Services must be resolved exclusively by binding arbitration in accordance with the terms and procedures set forth in below. The only exception would be if you have violated or threatened to violate the intellectual property rights of Deluxe or any third party, in which case Deluxe or that third party may go to court to seek an injunction or other appropriate relief.  This Agreement will be governed by, construed and enforced in accordance with the laws of the State of Minnesota, as it is applied to agreements entered into and to be performed entirely within that State.

19.2.     Notice Required.  Deluxe will attempt in good faith to resolve any issue you have with our Services if you bring that issue to the attention of our customer service department. However, Deluxe realizes that there may be rare cases where it may not be able to resolve an issue to a customer's satisfaction.

If you intend to seek arbitration you must first send, by certified mail, a written notice of dispute to us at the following address: Deluxe Corporation, ATTN: General Counsel, 3680 Victoria St N, Shoreview, MN 55126. The notice must describe the nature and basis of the claim or dispute and set forth the specific relief you seek from Deluxe. If an agreement to resolve the claim is not reached within thirty (30) days after the notice is received, you may commence an arbitration proceeding.

19.3.     Arbitration Rules and Procedures.  Unless a different procedure is required by applicable law, the arbitration will be conducted before a single arbitrator in accordance with the rules of the American Arbitration Association ("AAA"), including the AAA's Supplementary Procedures for Consumer-Related Disputes. Unless a different result is required by applicable law, no claims of any other parties may be joined or otherwise combined into another’s arbitration proceeding. In other words, You agree that You will not be allowed to file a class action or any kind of class or joint arbitration.

Any arbitration dispute shall be conducted before a single arbitrator.  Such arbitrator shall be a lawyer knowledgeable and experienced in the field related to the Services, and shall not be affiliated with either party, or otherwise have any current or previous relationship or association with either party.  The arbitrator’s decision shall be final and legally binding on both parties and judgment may be entered thereon.  Each party shall be responsible for its share of the costs of the arbitration hearing as specified in the AAA rules.  In the event a party fails to participate in the arbitration after having been provided notice of the arbitration, unsuccessfully challenges the arbitrator’s decision, or fails to comply with the arbitrator’s decision, the other party is entitled to costs of the associated litigation, including reasonable attorney’s fees for having to compel arbitration or defend or enforce the award.

The award of the arbitrators may be enforced by the prevailing party in any court having jurisdiction. Each party consents to the non-exclusive jurisdiction of the courts of the State of Minnesota or to any Federal Court located within the State of Minnesota for any action: (i) to compel arbitration; (ii) to enforce any award of the arbitrators; or (iii) at any time prior to the qualification and appointment of the arbitrator, for temporary, interim, or provisional equitable remedies.

If these arbitration terms are held to be invalid or otherwise unenforceable for any reason, it will be severed from this Agreement and the parties agree that exclusive jurisdiction and venue for any claims will be in state or federal courts in Minneapolis, Minnesota.

You agree that, even if a statute of limitations or other law provides for a longer time period, any action against Deluxe, its officers, directors, employees, agents, licensors, suppliers and any third-party providers of information, products, or services relating to the Services must be brought within twelve (12) months after the event that gave rise to the cause of action or it is forever barred.

20.   ENTIRE AGREEMENT. This Agreement shall constitute the entire agreement with respect to the subject matter herein and shall supersede all other oral or written representations, understandings, or agreements relating to or in connection with the subject matter thereof. In making its determination to proceed with this Agreement, neither Party thereto will have relied on any representations of the other Party except as expressly set forth in this Agreement.

21.   AUTHORITY. Each Party has the power and authority to enter into this Agreement, and the person signing this Agreement on behalf of each Party has been duly authorized by their respective Party to bind the Party to the terms and conditions of this Agreement.