Terms & Conditions

Please read the following terms below carefully. BY CLICKING OR TAPPING ON “I AGREE” BELOW AND/OR BY ACCESSING OR USING THE SITE IN ANY MANNER, YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE READ AND WILL BE BOUND BY THESE TERMS AND CONDITIONS (the “Terms” or the/this “Agreement”).

In consideration of access to the StandOut® Now website granted to you by ADP, Inc., including its affiliate The Marcus Buckingham Company (TMBC) (collectively, “ADP”), you agree as follows:

1. SITE OVERVIEW. The Site is available only to users who have a registered User ID and Password and are a certified StandOut® Coach/Facilitator (“Certified StandOut Coach/Facilitator(s)”). If you do not have a valid registered User ID and Password or are not or are no longer a Certified StandOut Coach/Facilitator, you are not authorized to use or access the Site. ADP is providing you with access to the information and services on the Site under these terms and conditions (“Terms”). The “Site” shall refer to the site which makes available certain ADP StandOut materials (the “Program Materials”) to Certified StandOut Coach/Facilitator(s). On the Site, you will be able to access the Program Materials.

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

3. LAWS AND REGULATIONS. Access to and use of the Site is subject to all applicable international, federal, state, provincial and local laws and regulations. You agree to abide by these laws and not use the Site (including the Program Materials) in any way that violates such laws or regulations.

4. PRIVACY. Any personal information provided to ADP through the Site, if any, is subject to ADP’s privacy policies, located at: https://www.adp.com/privacy.aspx.

5. SECURITY. ADP is not responsible for any interception or interruption of any communications through the Internet or for changes to or losses of data. You are responsible for maintaining the security of any password, user ID or other form of authentication involved in obtaining access to password protected or secure areas of ADP sites. In order to protect you and your data, ADP may suspend your use of the Site, without notice, pending an investigation, if any breach of security is suspected.

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

8. USE OF THE STANDOUT® LOGO AND ARTWORK. ADP grants Company a license to use and reproduce content available in StandOut Now, including images and icons. The StandOut Logo, StandOut®, and other trademarks of ADP may be used by Company solely in connection with ADP-provided content that already bears such logos or trademarks. Company agrees that the right to use and reproduce content available in StandOut Now is granted to Company for the sole purpose of promoting the StandOut platform and programs. StandOut Now content may only be used or reproduced in electronic or printed, paper formats. Unless provided otherwise in this Agreement, Company may not use or copy ADP or ADP affiliate trademarks without the express written approval of ADP.

9. PROMOTION AND MARKETING. Upon completion of each Certification Program, Coach/Facilitator will be provided a digital badge that can only be obtained via this Site and that may be used in e-mail signatures, on LinkedIn or other social media, on a website, or via other printed or electronic media. The digital badge may not be altered in any way. If certified in multiple Programs, Coach/Facilitator may display the different digital badges side-by-side. Coach/Facilitator may describe themselves as a “Certified Strengths Coach” or a “Certified Strengths Facilitator,” as applicable, when referring to Coach’s/Facilitator’s credentials. When describing specific credentials, Coach/Facilitator may describe themselves as follows: “Certified StandOut® Debrief Coach” (or applicable Program). In addition to the digital badge, ADP will provide descriptions specific to each Program that can be used in Company’s promotion and marketing, with the understanding that any such descriptions must be used verbatim, with no editing or alteration.

10. RIGHTS TO USE PROGRAM MATERIALS. You may use the Site and the Program Materials solely in connection with your participation in the StandOut Certification program offered by ADP. Program Materials are subject to copyright protection by ADP. You agree and acknowledge that ADP, Inc. (“ADP”) and/or its affiliates or licensors retain title to the Site, Program Materials, and any copies thereof. You are not purchasing title to the Program Materials or copies thereof. ADP reserves all rights not expressly granted to you. You may not copy, distribute, transmit, display, publish, sell, rent, license, create derivative works or otherwise use any Program Materials available on or through the Site for commercial or public purposes. You are granted access to use the Site on a limited, revocable, non-exclusive, and non-transferable basis, subject to these Terms. You agree not to modify, move, add to, delete, or otherwise tamper with the Program Materials contained in the Site. Any attempt to do so is a violation of the rights of ADP.

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

12. OFFENSIVE, DESTRUCTIVE, OR INAPPROPRIATE USE. You shall not exploit the Site in any unauthorized way whatsoever, including but not limited to, by trespass or burdening network capacity.

13. YOUR REPRESENTATIONS. You represent, warrant and covenant that: (a) you are authorized to access and use the Site; (b) you will not upload, transmit, distribute, or otherwise publish through the Site any materials that contain a virus, worm or other harmful component or that would cause the Site to malfunction.

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

15. NO WARRANTIES. ADP MAKES NO WARRANTIES WHATSOEVER WITH RESPECT TO THE SITE. YOU ACKNOWLEDGE THAT YOUR USE OF THE SITE IS AT YOUR OWN RISK. THE SITE IS PROVIDED SOLELY ON AN “AS-IS” AND “AS-AVAILABLE” BASIS. ADP MAKES, AND YOU RECEIVE, NO WARRANTIES, EXPRESS OR IMPLIED, IN FACT OR BY OPERATION OF LAW, STATUTORY OR OTHERWISE. ADP AND ITS LICENSORS EXPRESSLY DISCLAIM ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, AND/OR NONINFRINGEMENT. ADP DOES NOT WARRANT THAT THE OPERATION OF THE SITE SHALL BE UNINTERRUPTED, FREE OF VIRUSES, WORMS, TROJAN HORSES OR ANY OTHER MALICIOUS CODE, ERROR FREE OR THAT IT WILL FUNCTION OR OPERATE IN CONJUNCTION WITH ANY OTHER PRODUCT.

16. LIMITATION OF LIABILITY. TO THE EXTENT PERMITTED BY LAW, UNDER NO CIRCUMSTANCES SHALL ADP BE LIABLE FOR ANY DAMAGES SUFFERED BY YOU, INCLUDING, WITHOUT LIMITATION, ANY DIRECT, INCIDENTAL, INDIRECT, SPECIAL, EXEMPLERY OR CONSEQUENTIAL DAMAGES IN ANY WAY RELATED TO OR ARSSING FROM THE USE OF THIS SITE, THE SITE’S CONTENTS, AND/OR THIS AGREEMENT. THIS LIMITATION OF LIABILITY SHALL BE IN FULL FORCE REGARDLESS OF WHETHER SUCH LIABILITY IS BASED ON BREACH OF CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, AND EVEN IF ADP OR ADP HAD PREVIOUSLY BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

17. ACCESS TO PASSWORD PROTECTED AREAS. Access to and use of the Site is restricted to authorized users only. Unauthorized access to such areas is prohibited and may lead to criminal prosecution.

18. TERMINATION. The Site and/or access thereto may be discontinued, temporarily or permanently, by ADP at any time without notice to users. Your rights to access the Site shall terminate if you cease to be a Certified StandOut Coach/Facilitator. Upon termination of your access to the Site or termination of your status of a StandOut Coach/Facilitator, you shall cease use of the Site and the Program Materials and either return to ADP or destroy any copies of the Program Materials in your possession.

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

20. DATA. You acknowledge that no confidential, fiduciary, contractually implied or other relationship is created between you and ADP other than pursuant to these Terms. The Site is hosted in the U.S.

21. PROCEDURE FOR MAKING CLAIMS OF COPYRIGHT INFRINGEMENT. Pursuant to the Digital Millennium Copyright Act, ADP has registered an agent with the U.S. Copyright Office. Notices of claimed copyright infringement on the Site should be directed to: Automatic Data Processing, Inc., One ADP Boulevard, MS 325, Roseland, NJ 07068-1728, Attn: General Counsel. NOTE: THIS ADDRESS IS FOR COPYRIGHT INFRINGEMENT ISSUES ONLY.

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

Revised October 19, 2023