End User Terms of Use

Hello and welcome! Thank you for signing up to use the Platform. Our Platform is enabled via the Site and App (our App is currently available for iOS and Android). We offer various modules, features, and other services through the Platform and App on a Software-as-a-Services basis. These User Terms of Use (“User Terms”) apply to your use of the Services. Definitions for capitalized terms are set out in Exhibit A of these User Terms.

1. Who We Are. We are a group of companies that is comprised of different entities, which provide different Services to you. These entities include (i) YourPeople, Inc. (ii) ManageYourPeople, LLC, (iii) PayYourPeople, LLC, (iv) InsureYourPeople, LLC, and (v) such other affiliates or subsidiaries of YourPeople, Inc., that may provide Services from time to time.
   
2. A Binding Agreement. These User Terms are between you and the specific entity providing the Services to you. Please read these User Terms carefully because they are a legally binding agreement and govern your access and use of the Services. The Effective Date of these User Terms are the day you agree to them or access the Services, whichever comes first. You may only access or use the Services after you agree to these User Terms. If you do not agree to User Terms, you may not access or use our Services, irrespective of the Subscriber’s subscription.
   
3. ACCEPTING THESE USER TERMS. BY CLICKING THE “I AGREE” BUTTON, COMPLETING THE REGISTRATION PROCESS, DOWNLOADING OUR APP, OR ACCESSING OR USING THE SERVICES, YOU CONFIRM TO US THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THESE USER TERMS.
   
4. Upfront Notices. (i) THESE USER TERMS CONTAIN AN ARBITRATION CLAUSE AND A CLASS ACTION AND JURY TRIAL WAIVER UNLESS YOU OPT-OUT AS PROVIDED IN SECTION 13.6; AND (iii) BY ACCESSING THE SERVICES OR ACCEPTING THESE USER TERMS, YOU ARE DESIGNATING US AS YOUR ATTORNEY-IN-FACT FOR THE LIMITED PURPOSES OF PROVIDING THE SERVICES TO YOU IN CONNECTION WITH THIRD-PARTY SERVICES AND USING YOUR SIGNATURE AS DESCRIBED IN THESE USER TERMS. PLEASE NOTE THAT WE MAY CHANGE THESE USER TERMS AND ANY ASAS AT ANY TIME AND IN OUR SOLE DISCRETION. WHEN CHANGES ARE MADE, WE WILL MAKE A NEW COPY OF THE USER TERMS AVAILABLE WITHIN THE SERVICES. WE WILL ALSO UPDATE THE “LAST UPDATED” DATE AT THE TOP OF THESE USER TERMS. IF WE MAKE ANY MATERIAL CHANGES, WE WILL ALSO SEND AN EMAIL TO YOU AT THE LAST EMAIL ADDRESS YOU PROVIDED TO US IN YOUR ACCOUNT. ANY CHANGES TO THESE USER TERMS WILL BE EFFECTIVE IMMEDIATELY FOR NEW USERS AND WILL BE EFFECTIVE FOR EXISTING USERS UPON THE EARLIER OF 30 DAYS AFTER WE POST NOTICE OF SUCH CHANGES WITHIN THE SERVICES OR 30 DAYS AFTER WE DISPATCH AN EMAIL WITH NOTICE OF SUCH CHANGES. WE MAY REQUIRE YOU TO PROVIDE CONSENT TO THE UPDATED USER TERMS IN A SPECIFIED MANNER BEFORE FURTHER USE OF THE SERVICES IS PERMITTED. IF YOU DO NOT AGREE TO ANY CHANGE(S) AFTER RECEIVING A NOTICE OF SUCH CHANGE(S), YOU WILL STOP USING THE SERVICES; OTHERWISE, YOUR CONTINUED USE OF THE SERVICES CONSTITUTES YOUR ACCEPTANCE OF SUCH CHANGE(S). PLEASE REGULARLY CHECK THE SERVICES TO VIEW THE THEN-CURRENT TERMS.
   
5. Services
   
   1. General. We provide The Services using a commercially reasonable level of skill and care. All the Services are governed by these User Terms, together with any applicable ASAs.
   2. Additional Terms. You may have to agree to one or more ASAs before accessing or using certain offerings that are part of the Services. ASAs are specific to certain offerings of the Services and will be available when you access the relevant Services. Each ASA is solely between you and the entity identified in the ASA, and unless otherwise indicated in an ASA, these User Terms expressly incorporate applicable ASAs, if any. If for any reason these User Terms have terms that are inconsistent with an ASA, the ASA will control with respect to the relevant Services.
   3. Your Relationship to Subscriber. Your access and use of the Services is conditioned upon the Subscriber’s granting you such access and use rights under their subscription to the Services and such Subscriber’s compliance with its agreements with us, including payment obligations. You acknowledge and agree that upon termination of the applicable Subscriber’s rights to use the Services, your use of the Services will automatically terminate. You hereby grant such Subscriber and its Administrator(s) permission to access, use, download, export, disclose, share, restrict and/or remove your User Content. You acknowledge and agree that Subscriber and its Administrator(s) may restrict or terminate your access to or use of all or part of the Services.
   4. Changes to User Terms. You understand our Services are evolving; as a result, from time to time, we may make changes to these User Terms, ASAs and other applicable agreements as set forth in Section 4 (Upfront Notices). If you do not accept applicable changes, you will not be able to access or use the Services; instead, you will be required to deactivate your account and stop accessing and using our Services. By continuing to use our Services after any updated terms become effective, you are representing to us that you agree to the updates.
   5. Changes to Services. We may update, modify or discontinue the Services (including any of its portions or features) at any time without prior notice or liability to you or anyone else.
   6. Third-Party Services & Partners. The Services may contain links to, integrate with, or provide the ability for you to access Third-Party Services. Your use of or reliance on any Third-Party Services are at your own risk. We are not responsible for and we do not make any promises, endorsements, representations or warranties regarding such Third-Party Services. We may stop making any Third-Party Services available at any time with or without advance notice to you. Some Third-Party Services are provided by are our partners and we sometimes receive compensation from such partners.
   7. Compliance with Law. You will comply with applicable laws and regulations in connection with your use of the Services.
   8. No Professional Advice. Except as may be expressly provided in an applicable ASA, any information, materials or Content you may receive through the Services or in connection with the Services is for informational purposes only, and it is not financial, tax, legal, regulatory, or other professional advice.

1. Ownership, Use Rights & Restrictions
   
   1. Ownership. Except with respect to your User Content, as between you and us, we own all rights, title and interest in the Services and the Content.
   2. Your Use Rights. Subject to your full and ongoing compliance with these User Terms and the Subscriber’s full and ongoing compliance with applicable agreements and obligations, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable right, during the applicable Subscriber’s subscription term to access and use the Services subject to Section 5.3. We (and our suppliers) reserve all rights not granted in these User Terms.
   3. Your Account with Us. You must register for an account in order to use the Services. In registering for or opening an account, you agree to provide accurate and complete registration information and to keep such information up to date. You will take reasonable steps to prevent unauthorized use of your account and to keep your password(s) secure and confidential, even if you are an Administrator(s). We encourage you to use “strong” passwords with your account (for example, passwords that use a combination of upper and lowercase letters, numbers and symbols, with a minimum of eight characters). We will not be liable for any losses caused by any unauthorized use of your account. You must notify Subscriber immediately of any breach of security or unauthorized use of your account.
   4. Your Responsibilities. You are responsible for all activities that occur under your account.
   5. Certain Restrictions. The use rights granted are limited and subject to the restrictions outlined in this Section. Any unauthorized use of the Services terminates all granted use rights. Any use of or access to the Services by anyone under 13 years of age is strictly prohibited. If you are an Administrator, you must be at least 18 years of age. Currently, the Services are designed and directed only for use by Users within the United States, use of or access to the Service by anyone located outside of the United States is prohibited and at your own risk. Except as expressly provided in these User Terms, you will not (and will not permit any third party) to (i) sell, rent, lease, transfer, assign, reproduce, distribute, host or otherwise commercially exploit the Services; (ii) frame or utilize framing techniques to enclose any of our trademarks or logos; (iii) use any metatags or other “hidden text” using our names or trademarks; (iv) modify, translate, adapt, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of the Services; (v) use any manual or automated software, devices or other processes to “scrape” or download data from any web pages contained in the Services; (vi) access the Services in order to build a similar or competitive product or service; (vii) copy, reproduce, or distribute any part of the Services in any form or by any means; or (viii) remove or destroy any proprietary markings contained on or in the Services.
   6. Your Conduct. You agree not to use the Services for any purpose that is prohibited by these User Terms or by law. You will not (and will not permit any third party) to (i) provide or make available any data, information, materials, graphics, text, video, recordings, and the like, through or for the Services that or (ii) take any action through the Services that (a) infringes any third party’s rights; (b) is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortious, obscene, offensive, or profane; (c) constitutes unauthorized or unsolicited advertising, junk or bulk e-mail; (d) involves commercial activities and/or sales without Our prior written consent; (e) impersonates any person or entity; (f) interferes with or attempts to interfere with the proper functioning of the Services; or (g) engages in or attempts to engage in any potentially harmful acts that are directed against the Services. We may, but we are not obligated to, monitor or review your conduct at any time. If we become aware of any possible violations of these User Terms or an ASA, if any, we may investigate such violations, and we may terminate these User Terms or your access and use of the Services.
   7. Passwords & Reassignment. You will have unique login credentials (i.e., login ID and corresponding password), which may not be shared with any other individual or User. If, however, your Subscriber reassigns your seat under Subscriber’s subscription to a new User, you will no longer have access to or use of the Services.
   8. Equipment and Software. You are responsible for procuring all equipment and software necessary to connect to and use the Services, including for example, computer(s), internet access, and a suitable mobile device for using the App if you wish to do so. You are responsible for any fees, including internet or mobile fees, that you may incur when accessing or using the Services. By providing your mobile number and using the Services, you consent to our use of your mobile number for calls and texts in order for us to perform and/or improve the Services. We will not assess or charge for any calls or texts, but standard message charges and/or other charges from your wireless carrier may apply. You may opt out of receiving text messages from us by notifying us.

1. Consents & Authorizations
   
   1. Users’ Consents. Access to and use of the Services may require you to provide certain consents and information. You are responsible for providing all applicable information and consents from us or your Subscriber. You agree that if you do not provide the necessary information or consents will not be able to access or use the Services.
   2. Consent & Authorization to Use Account Information. You agree to provide us with all the necessary Account Information in order for us to provide the Services to you. In addition, you consent for us to take certain actions on your behalf in order for us to provide the Services to you, such as acting on your behalf to: (i) access or connect with Third-Party Services, (ii) access or retrieve your information or data from Third-Party Services, or (iii) access or manage your account with Third-Party Services. Accordingly, you designate us as your agent and attorney-in-fact (which appointment is coupled with interest) in connection with such Third-Party Services, and you authorize us to take any action in connection with such Third-Party Services, including (a) storing your Account Information; (b) accessing or connecting with the relevant Third-Party Services; (c) accessing and retrieving your data or other information from Third-Party Services; (d) opening accounts and making account changes on your behalf with Third-Party Services to provide Services to you; or (e) taking any other action necessary with Third-Party Services to provide the Services to you. You agree that Third-Party Services may rely on our use of these authorizations.
      You represent and warrant that you have the required permission to give us the Account Information and to provide us with the consents set forth above without any obligations on us (including payment obligations) other than those agreed to in these User Terms. You also agree that we are not responsible for your inability to use the Services or receive any benefit from the Services due to inaccurate or incomplete Account Information that you provide us with. Further, you, and not us, will be solely responsible for the consequences resulting from any instructions you provide us with and that we follow.
      

1. Electronic Communications’ Consent. For contractual purposes and without affecting your statutory rights, you consent to receive all communications, notices and disclosures from us electronically via the Platform; this includes tax document notices, payroll documents, and employee benefits notices (e.g., summary plan descriptions, other ERISA notices, COBRA notifications, enrollment information, and plan amendments). You also agree that all communications we provide to you electronically satisfy any legal requirement that the communications would satisfy if it were in a written hard copy, including, for example, agreements, notices or disclosures. You also authorize us to receive such communications electronically on your behalf. You may withdraw your consent to electronic communications at any time by notifying us. If you do withdraw such consent, you acknowledge that we will not be able to provide the Services to you and you will be required to deactivate your account and stop accessing or using the Services.
2. Electronic Signature.
1. Designation of Agent and Attorney-in-Fact. You designate us as your agent and attorney-in-fact (which appointment is coupled with interest and will be irrevocable so long as these User Terms and Subscriber’s subscription is in effect) to act on your behalf for the limited purposes, as necessary, to perform the Services, with the same legal force and effect as if you signed and filed each such Document. You may revoke your designation with Us as your agent and attorney-in-fact at any time by sending us notice of your revocation; however, you acknowledge that we will not be able to provide Services to you and you may no longer access or use the Services; accordingly, you will be required to deactivate your account and stop accessing and using our Services.
2. Signature Authorization & Consent. You authorize us to use or re-use your Signature in certain cases without having to obtain your Signature each time. By using the Services (and for example, by clicking the approval or submit prompt), you consent to Us (a) using your Signature on the specific Documents you authorize for Signature, (b) re-using your Signature on a Document previously authorized for Signature in the event that same Document is not materially updated or modified, or (c) repurposing your signature to sign or file Documents on your behalf (for example, benefits enrollment forms or tax documents). You represent and warrant that all Signatures will be that of an individual with the authority to bind you in such Documents. Further, by using the Services, entering into these User Terms, and by voluntarily providing us with your electronic signature (i) you agree to do business with us electronically; (ii) you intend your electronic signature to be the same as your handwritten signature for the purposes of validity, enforceability, and admissibility; (iii) you agree to maintain the necessary software and equipment as provided in Section 6.8 (Equipment and Software) to access and use the Services; and (iv) and agree you may access your signed documents through the Services. The Services are provided on a software-as-a-services basis, so we only do business electronically. If you do not want to do business with us electronically or sign documents electronically, you acknowledge that we will not be able to provide Services to you and you may no longer access or use the Services; accordingly, you will be required to deactivate your account and stop accessing and using our Services. In this event, you may request a copy of your previously signed Documents and we may charge you a transactional fee of up to $500 to retrieve those Documents for you.

1. Content
   
1. Required Content. You are required to provide certain data, information and/or materials to enable us to provide the Services to you and/or the Subscriber (i.e., your User Content).
2. Responsibility for User Content. As between you and Us and with the exception of our confidentiality or data security obligations, you agree that you are solely responsible for all your User Content submitted, posted, communicated, provided, or otherwise made available through or for the Services.
3. Ownership of User Content. As between you and Us, you retain all ownership rights in your User Content.
4. License (to Us). You grant us a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive and fully-sublicensable right and license (i) to use your User Content as necessary to perform, analyze and improve the Services; and (ii) to collect, use and disclose Usage Data; and/or (iii) to use and disclose your User Content or Usage Data for other uses identified in our Privacy Policy. You represent and warrant you have to right to grant these rights and licenses. Without such rights and licenses, you acknowledge that we will not be able to provide the Services to you and that you will no longer be able to access or use the Services; accordingly, you will be required to deactivate your account and stop accessing and using the Services.
5. Removal of Provided Content. We may remove your User Content we host in the Platform’s systems for any reason (or no reason), including if such User Content violates these User Terms or applicable law.

1. Feedback. The submission of any Feedback is at your own risk and We have no obligations with respect to such Feedback. You grant to us a royalty-free, worldwide, transferable, sublicensable, irrevocable, perpetual license to use or incorporate into the Services and otherwise use and exploit any Feedback in any manner, without restriction and without any compensation to you. You represent and warrant that you have all rights necessary to submit the Feedback.
   
2. Term, Automatic Renewal & Termination
1. Term of the User Terms. The term of these User Terms starts on day you agree to these User Terms or on the day you access the Services and it continues while you use the Services. Your use of the Services will automatically terminate upon the termination or your Subscriber’s subscription or when instructed by your Subscriber. In addition, We may suspend or terminate your rights to use the Services (including your account) at any time for any reason at our sole discretion, including for any use of the Services in violation of these User Terms.
2. Termination of User Terms. Your use of the Services will automatically terminate upon the termination or your Subscriber’s subscription or when instructed by your Subscriber. In addition, We may suspend or terminate your rights to use the Services (including your Account) at any time for any reason at our sole discretion, including for any use of the Services in violation of these User Terms.
3. Effect of Termination. Upon the effective date of termination of these User Terms for any reason: (i) your right to access or use the Services will terminate immediately and (ii) we will cease providing the Services to you and we will deactivate or delete your account, and all associated materials, including your User Content. All ASAs, if any, will terminate immediately upon termination of these User Terms.
4. Survival. All provisions of these User Terms which by their nature should survive, will survive termination of these User Terms, including without limitation, ownership provisions, warranty disclaimers, and limitation of liability.

1. Disclaimer of Warranties and Conditions. THERE ARE CERTAIN THINGS THAT WE DON’T PROMISE ABOUT THE SERVICES. OTHER THAN AS EXPRESSLY PROVIDED IN THESE USER TERMS OR ASAS, WE AND OUR PARENTS, AFFILIATES, RELATED COMPANIES, AND EACH OF THEIR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, PARTNERS, AND LICENSORS DO NOT MAKE ANY SPECIFIC PROMISES ABOUT THE SERVICES. FOR EXAMPLE, WE DON’T MAKE ANY COMMITMENTS ABOUT THE CONTENT WITHIN THE SERVICES. ADDITIONALLY, WE DO NOT MAKE ANY COMMITMENTS ABOUT THE SPECIFIC FUNCTIONS OF THE SERVICES, OR THE SERVICES’ RELIABILITY, AVAILABILITY, OR ABILITY TO MEET YOUR NEEDS, INCLUDING YOUR COMPLIANCE REQUIREMENTS. WE PROVIDE THE SERVICES “AS IS” AND FOR YOUR USE AT YOUR OWN RISK. TO THE EXTENT WE ARE PREMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, WHETHER EXPRESS IMPLIED, OR STATUTORY, INCLUDING ALL THE WARRANTIES LISTED ABOVE, AND ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, TITLE, ACCURACY, AND QUIET ENJOYMENT. THE DEMO FEATURES AND TOOLS ARE OFFERED SOLELY FOR EXPERIMENTAL PURPOSES AND ARE WITHOUT ANY WARRANTY OF ANY KIND.
   
2. Limitation of Liability
   
1. Disclaimer of Certain Damages. TO THE EXTENT PERMITTED BY APPLICABLE LAW, WE AND OUR PARENTS, AFFILIATES, RELATED COMPANIES, AND EACH OF THEIR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, PARTNERS, AND LICENSORS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA (INCLUDING USER CONTENT), USE, GOOD-WILL, OR OTHER INTANGIBLE LOSSES, WHETHER OR NOT WE HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING FROM OR RELATING TO THE SERVICES (INCLUDING YOUR AND YOUR USERS’ USE OF THE SERVICES), THESE USER TERMS OR ASAS, IF ANY, WHETHER BASED ON WARRANTY, COPYRIGHT, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER THEORY OF LIABILITY.
2. Limitations of Liability. TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL THE AGGREGATE LIABILITY FOR US AND OUR PARENTS, AFFILIATES, RELATED COMPANIES, AND EACH OF THEIR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, PARTNERS, AND LICENSORS TO YOU OR YOUR USERS REGARDING THESE USER’S TERMS (INCLUDING ASAS OR SERVICE ORDERS) OR THE SERVICES, WHETHER IN CONTRACT, TORT, OR OTHERWISE, EXCEED $100.00.
3. Exclusions. THE LIMITATIONS OF LIABILITY ABOVE APPLY TO THE FULLEST EXTENT ALLOWED BY LAW AND WILL NOT APPLY TO LIABILITY TO US OR OUR PARENTS, AFFILIATES, RELATED COMPANIES, AND EACH OF THEIR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, PARTNERS, AND LICENSORS FOR (I) DEATH OR PERSONAL INJURY CAUSED BY US OR OUR PARENTS, AFFILIATES, RELATED COMPANIES, AND EACH OF THEIR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, PARTNERS, AND LICENSORS NEGLIGENCE OR (II) ANY INJURY CAUSED BY US OR OUR PARENTS, AFFILIATES, RELATED COMPANIES, AND EACH OF THEIR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, PARTNERS, AND LICENSORS FRAUD OR FRAUDULENT MISREPRESENTATION.
4. Basis of Bargain. THE LIMITATIONS OF LIABILITY ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN US AND YOU.

1. Arbitration & Dispute Resolution. PLEASE READ THE FOLLOWING ARBITRATION AGREEMENT (“ARBITRATION AGREEMENT”) CAREFULLY AS IT REQUIRES YOU TO ARBITRATE DISPUTES WITH US AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM US.
   
1. Applicability of Arbitration Agreement. You agree that any dispute or claim arising out of or relating in any way to these User Terms, the Services or to any aspect of your relationship with us will be resolved by binding arbitration, rather than in court, except that (i) you may assert claims in small claims court if your claims qualify and (ii) you or We may seek equitable relief in court for infringement or other misuse of intellectual property rights.
2. Arbitration Rules and Forum. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement. To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your claim to our registered agent: The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, DE 19801. The arbitration will be conducted by JAMS, an established alternative dispute resolution provider. Disputes involving claims and counterclaims under $250,000, not inclusive of attorneys’ fees and interest, will be subject to JAMS’s most current version of the Streamlined Arbitration Rules and procedures available at http://www.jamsadr.com/rules-streamlined-arbitration/; all other claims will be subject to JAMS’s most current version of the Comprehensive Arbitration Rules and Procedures, available at http://www.jamsadr.com/rules-comprehensive-arbitration/. JAMS’s rules are also available at www.jamsadr.com or by calling JAMS at 800-352-5267. If JAMS is not available to arbitrate, the parties will select an alternative arbitral forum. If you are an individual and the arbitrator finds that you cannot afford to pay JAMS’s filing, administrative, hearing and/or other fees and cannot obtain a waiver from JAMS, We will pay them for you. In addition, if you are an individual, We will reimburse all such JAMS’s filing, administrative, hearing and/or other fees for claims totaling less than $10,000 unless the arbitrator determines the claims are frivolous. If you are an individual, you may choose to have the arbitration conducted by telephone, based on written submissions, or at another mutually agreed location. If you are a legal entity, the arbitration will be conducted in person in Dublin, California. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
3. Authority of Arbitrator. The arbitrator will have exclusive authority to (i) determine the scope and enforceability of this Arbitration Agreement and (ii) resolve any dispute related to the interpretation, applicability, enforceability or formation of this Arbitration Agreement including, but not limited to any claim that all or any part of this Arbitration Agreement is void or voidable. The arbitration will decide the rights and liabilities, if any, of you and us. The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator will have the authority to grant motions dispositive of all or part of any claim. The arbitrator will have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under applicable law, the arbitral forum’s rules, and these terms (including the Arbitration Agreement). The arbitrator will issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and us.
4. Waiver of Jury Trial. YOU WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and We are instead electing that all claims and disputes be resolved by arbitration, except as specified in Section 13.1 (Application of Arbitration Agreement). An arbitrator can award on an individual basis the same damages and relief as a court and must follow these User Terms as a court would. However, there is no judge or jury in arbitration, and a court’s ability to review an arbitration award is very limited.
5. Waiver of Class or Other Non-Individualized Relief. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION CLAUSE MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS OR COLLECTIVE BASIS. ONLY INDIVIDUAL RELIEF IS AVAILABLE. CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. If a decision is issued stating that applicable law precludes enforcement of any of this Section’s limitations as to a given claim for relief, then the claim must be severed from the arbitration and brought into state courts located in Alameda County, California or the federal courts of the United States in the Northern District of California. All other claims will be arbitrated.
6. 30-Day Right to Opt Out. If you are an individual, you have the right to opt out of the provisions of this Arbitration Agreement by submitting written notice (as provide in these User Terms) of your decision to opt out within 30 days after first becoming subject to this Arbitration Agreement. Your notice must include your name and address, your username (if any), the email address you used to set up your account (if you have one), and an unequivocal statement that you want to opt out of this Arbitration Agreement. If you opt out of this Arbitration Agreement, all other parts of these terms will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may currently have, or may enter in the future, with us.
7. Severability. Except as provided in Section 13.5 (Waiver of Class or Other Non-Individualized Relief), if any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable, then such specific part or parts will be of no force and effect and will be severed and the remainder of the Arbitration Agreement will continue in full force and effect.
8. Survival of Agreement. This Arbitration Agreement will survive termination of these terms.
9. Modification. Notwithstanding any provision in this Agreement to the contrary, we agree that if we make any future material change to this Arbitration Agreement, you may reject that change within thirty 30 days of such change becoming effective by providing notice as set forth in these User Terms.

1. App
   
1. License. Subject to these User Terms, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to download, install and use the App solely for your internal business purposes.
2. Updates. You acknowledge that we may issue updates to the App, and may automatically upgrade the version of the App that you are using on your mobile device. You consent to such automatic upgrades, and agree that the terms and conditions of these terms will apply to all such upgrades.
3. Third Party Code. Any open source or third-party code that may be incorporated in the App is covered by the applicable open source or third-party terms, if any, authorizing use of such code. Such terms may expressly override some of these User Terms.
4. App Store’s Rules. With respect to any App accessed through or downloaded from the Apple App Store (an “App Store Sourced Application”):
1. you acknowledge that these terms are solely between you and Us, not Apple, and that Apple has no responsibility for the App Store-Sourced Application or its content;
2. your use of the App Store-Sourced Application must comply with the App Store Terms of Service;
3. you acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the App Store-Sourced Application;
4. in the event of any failure of the App Store-Sourced Application to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price, as applicable, for the App Store-Sourced Application to you. To the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App Store-Sourced Application;
5. you acknowledge that Apple is not responsible for addressing your claims or those of any third party relating to the App Store-Sourced Application or your possession and/or use of the App Store-Sourced Application, including, but not limited to: (a) product liability claims; (b) any claim that the App Store-Sourced Application fails to conform to any applicable legal or regulatory requirement; and (c) claims arising under consumer protection or similar legislation;
6. you acknowledge that, in the event of any third-party claim that the App Store-Sourced Application or your possession and use of that App Store-Sourced Application infringes that third party’s intellectual property rights, We, not Apple, will be solely responsible for the investigation, defense, settlement, and discharge of any such claim to the extent required by these terms; and
7. you and Us acknowledge and agree that Apple, and Apple’s subsidiaries, are third-party beneficiaries of these terms as it relates to your license of the App Store-Sourced Application, and that, upon your acceptance of these terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these terms as it relates to your license of the App Store-Sourced App against you, as a third-party beneficiary thereof.
5. Google Play’s Rules. With respect to any App accessed through or downloaded from the Google Play Store (“Google Play Sourced Application”):
1. you acknowledge that these terms are between you and Us only, and not Alphabet, Google, or any of their affiliates (“Google”);
2. your use of Google Play Sourced Application must comply with Google’s then-current Google Play Store Terms of Service;
3. Google is only a provider of the Google Play Store where you obtained the Google Play Sourced Application;
4. We, and not Google, are solely responsible for the Google Play Sourced Application;
5. Google has no obligation or liability to you with respect to Google Play Sourced Application; and
6. you acknowledge and agree that Google is a third-party beneficiary to these terms as it relates to the Google Play Sourced Application.

1. General Provisions
   
1. Assignment. These User Terms, and your rights and obligations under these User Terms may not be assigned or otherwise transferred by you without Our prior written consent. We may assign these User Terms as part of a corporate reorganization, upon a change of control, consolidation, merger, or sale of all or substantially all of its assets related to these User Terms or for commercial purposes. Any attempted assignment or transfer without required consent will be null and void.
2. Force Majeure. We will be liable for any delay or failure to perform resulting from causes outside our reasonable control.
3. Notice. We will provide notice(s) to you via the Services and/or the email address you have provided to us. Sending notices to the last e-mail address you have provided to us will satisfy our notice requirements to you under these User Terms and such notices will be effective as of the date sent. You may give us notice by sending written notice to TriNet, One Park Place, Suite 600, Dublin, CA 94568 and submitting the applicable written notice (or request) and such notices will be effective as of the date received by Us and confirmed by the Services.
4. Waiver; Severability. Any waiver or failure to enforce any provision of these User Terms on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion. If any part of these User Terms is held invalid or unenforceable, that part will be modified to reflect the original intention of the parties, and the other parts will remain in full force and effect.
5. Export. You may not use, export, import, or transfer the Services except as authorized by U.S. law, and any other applicable laws.
6. Entire Agreement. These User Terms (including all applicable ASAs, exhibits and addenda), which are incorporated in these User Terms and form a single integrated agreement between you and us. These User Terms expressly overrides and supersedes all prior or contemporaneous discussions, negotiations, understandings and agreements, written and oral, including the Terms of Use with respect to your access or use of the Services. In the event of any conflict in the documents which constitute these User Terms, the order of precedence will be (i) these User Terms; (ii) the ASAs, and (iii) any other schedules, exhibits and other documents referenced and incorporated herein and therein.
7. Headings. Section titles in these User Terms are for convenience only.
8. Consumer Complaints. In accordance with California Civil Code §1789.3, consumers may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 400 R Street, Sacramento, CA 95814, or by telephone at (800) 952-5210.
   

Exhibit A to User Terms

Definitions

The following definitions apply to terms used in the User Terms, applicable addenda, if any:

“Account Information” means all the collective information (such as Signatures, data, passwords, usernames, PINs, materials, and content), necessary for us to, for example, access, connect with or mange your account with Third-Party Services.

“Additional Services Addendum” (“ASA”) means terms and conditions that apply to a specific feature or product offering of the Services and that are in addition to the terms and conditions of the User Terms.

“Administrator(s)” means the individual(s) Subscriber names as administrator(s) to oversee the provision of the Services to Subscriber’s Users (as defined below) and that Subscriber authorize to make decisions on Subscriber’s behalf as it relates to (i) the Services and (ii) Subscriber’s Users’ access to and use of the Services. Such Administrators also have the ability to access, monitor, use, modify, export and disclose User Content and to specify permissions for the Users.

“App” means Our mobile application.

“Content” means all information, data, text, software, images, graphics, audio, video, messages, and/or other materials included in the Services.

“Document” means a document providing your consent, or a filed document or a document for filing, a form, or other documents required as part of the Services to you and/or your Users (i.e., in your and/or your Users’ use of the Services).

“Effective Date” means the date the User Terms takes effect as set forth in Section 2.

“Feedback” means any ideas, proposals, and/or suggestions you may choose to provide to us. Feedback is not your Confidential Information, it is not your proprietary information nor your intellectual property and it is not User Content.

“Platform” means Our platform.

“Restricted Business” means those certain entities or individuals to whom we may not or will not provide the Services to as a matter of policy, risk, contractual obligations, regulation, or law.

“Services” means the services we offer (which include the various modules, features, and other services offered through the Platform and App on a Software-as-a-Services basis) together with the Platform and App.

“Signature” means your physical or electronic signature, your consent or your confirmation in connection with the Services (i.e., in your and/or your respective Users’ use of the Services).

“Site” means the website: www.trinet.com.

“Subscriber” means the entity or company that has subscribed to the Services and authorized you to access and use the Services pursuant to these User Terms.

“Terms of Use” means the Site’s Terms of Use Agreement available at: www.trinet.com/terms-of-use/.

“Third-Party Services” means materials or services that are owned or controlled by third-parties, and not by Us, and which are governed by the respective agreements and policies of the applicable third party.

“Usage Data” means aggregated and anonymized data about the use of the Services by you and your Users.

“User” means an individual who Subscriber has authorized to access and use a Service, for whom Subscriber has purchased a subscription and to whom Subscriber (or, when applicable, we, at Subscriber’s request) has provided login credentials. Users include all Subscriber’s Administrators, employees and may also include, for example, Subscriber’s former employees who require continued access to and use of the Services for a particular time period, Subscriber’s consultants, contractors, agents, and third parties with which Subscriber’s transact business.

“User Content” means the data, information, images, recordings (audio or video) and/or materials Users provide (or that is provided on the Users’ behalf) for our provision of the Services to Subscriber and/or Users, which may include names, contact information, Social Security numbers, compensation information, and other sensitive, proprietary, personal, or identifying information. User Content does not include data related to User and obtained from sources other than you or the User.

“You” means the User using or accessing the Services and/or agreeing to the User Terms.

“We” (and “Our” or “Us”) means the entity that provides the Services you subscribe to.