Terms of Use Agreement

Introduction

Welcome to Zenefits.com, the website and online service of YourPeople, Inc., dba Zenefits FTW Insurance Services (Zenefits, we, our or us). Zenefits provides one place, online, for employers and their employees to manage their payroll, benefits, insurance and other human resources needs. This Terms of Use Agreement (Agreement) is a contract between you and Zenefits and explains the terms that govern your use of the online services, mobile services, website (and any materials on the website), software, and other services that we provide or otherwise make available on Zenefits.com (collectively, Service). You must read and agree to these terms before using the Service, and if you do not agree with them, you may not use the Service.

By accessing or using the Service or by clicking “I Agree”, you signify that you have read, understood and agree to be bound by this Agreement and to the collection and use of your information as set forth in the Zenefits Privacy Policy, which is part of this Agreement. Please also review the Insurance Licensing page if you would like to entrust Zenefits with your insurance needs and make us your broker of record.

This Agreement applies to all visitors of the website or users of the Service, including, as applicable, individual employees at a company (collectively, Users). If you open a Zenefits account or are otherwise a registered User and/or are using the website or Service on behalf of a company and/or its employees, you represent and warrant that you have the authority to act on behalf of and bind that company and/or its employees to this Agreement. References to “User” or “you” in this Agreement shall include that company and/or its employees.

PLEASE READ THIS AGREEMENT CAREFULLY TO ENSURE THAT YOU UNDERSTAND EACH PROVISION. THIS AGREEMENT CONTAINS A MANDATORY INDIVIDUAL ARBITRATION AND CLASS ACTION/JURY TRIAL WAIVER PROVISION THAT REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS.

1. Use of Our Service

A. Eligibility

The products and services described on the Service are only available for persons in those jurisdictions in which they may legally be sold. Nothing on the Service shall be considered a solicitation to buy or an offer to sell anything to any person in any jurisdiction in which such offer, solicitation, purchase or sale would be unlawful. Any use of or access to the Service by anyone under 13 years of age is strictly prohibited and in violation of this Agreement.

The Service is designed for use by employers and employees in the United States, except for those other countries expressly supported for the onboarding function as reflected in the Service. Other than for expressly supported international onboarding, you are not authorized to use the other features of the Service for employees located outside of the United States. Unless otherwise expressly stated, all materials found on the Service are solely directed to individuals, companies or other entities located in the United States. Those who access or use the Service from other jurisdictions do so at their own risk and are entirely responsible for compliance with all applicable United States and local laws and regulations, including, but not limited to, export and import regulations. You may not use the Service if you are a resident of a country embargoed by the United States, or are a foreign person or entity blocked or denied by the United States government.

B. License for the Service

Subject to the terms and conditions of this Agreement, Zenefits grants you a non-exclusive, limited, non-transferable, revocable license to use the Service solely as permitted by the features of the Service we provide to you. We reserve all rights not expressly granted in the Service and the Zenefits Content (defined below).

C. Zenefits Accounts; Electronic Disclosure Consent

Your Zenefits account gives you access to the Service and any additional functionality that we may develop (and that you may choose to subscribe to, as applicable) from time to time. We may maintain different types of accounts for different types of Users.

You may never use another User’s account without permission. When creating your account, you must provide accurate and complete information, and you must keep this information up to date. You are solely responsible for the activity that occurs on your account, and you must keep your account password secure. We encourage you to use “strong” passwords (passwords that use a combination of upper and lower case letters, numbers and symbols, with a minimum of eight characters) with your account. You must notify Zenefits immediately of any breach of security or unauthorized use of your account. Zenefits will not be liable for any losses caused by any unauthorized use of your account.

By providing your email address, you consent to Zenefits using that email address, instead of physical mail, to send you Service-related notices, including any notices required by law. We may also use your email address and any telephone number you provide when setting up your account to send you other messages, such as changes to features of the Service and Service-related offers.

You also consent to the electronic disclosure (for yourself and for any person for whom you are the legal guardian) of any notices, including, but not limited to, tax document notices and employee benefits notices, including summary plan descriptions, COBRA notifications, enrollment information and plan amendments, by us to you. Further, you authorize us to receive such notices electronically on your behalf, and you agree to be notified of such notices electronically. If you are using the Service on behalf of a company and/or its employees, you represent that you have affirmative consent from the individual employees of such company to receive electronic disclosures from Zenefits through the Service. You are entitled to withdraw your consent to electronic disclosure at any time by contacting Zenefits Support at support@zenefits.com. However, you acknowledge that if you withdraw such consent: (i) we cannot guarantee that you will be able to obtain such disclosures, whether in paper or electronic form, (ii) you may be required to obtain paper copies of your notices or plan information directly from your insurance provider or employer, as applicable, (iii) you may incur additional fees for requesting paper copies, to the extent permitted by applicable law, and (iv) we may terminate your use of the Service in whole or in part if you are using the Service on behalf of a company and/or its employees and withdraw electronic consent for such company and/or its employees.

D. Authorizations; Authorization of Recurring ACH Debit

In order to access or use certain aspects of the Service, we need your authorization to retrieve and manage information of yours maintained by certain third-party institutions, such as payroll and health insurance companies with which you have customer relationships, manage accounts or engage in transactions. Further, in order for us to provide those aspects of the Service to you, you must provide us with all relevant information, signatures, data, passwords, usernames, PINs and other necessary information, materials and content. Collectively, the information described in this paragraph is Account Information. As between you and Zenefits, you own and retain all right, title and interest in and to your Account Information and such information will be used and protected as set forth in Section 7 below and in the Zenefits Privacy Policy.

You represent and warrant that the Account Information you provide us is accurate and complete, and that you are authorized to submit it to us without any obligations on Zenefits, including, but not limited to, the payment of fees. We have no liability or other responsibility for inaccuracy or incompleteness, or your inability to use the Service due to such inaccuracy or incompleteness. You are responsible for the consequences of any instructions you provide us and that we follow.

In order to connect the Service with any third-party service, you designate Zenefits as your agent and attorney-in-fact in connection with such services and further specifically authorize us to: (i) store your Account Information, (ii) access the relevant service using the Account Information you provide us, (iii) use and apply any signatures or other materials you provide us in order to provide you the Service, such as to complete a benefits enrollment form or tax document, (iv) gather and export from such service any data or other information reasonably necessary for us to provide the Service to you, and (v) otherwise take any action in connection with such service as reasonably necessary for us to provide the Service to you, including, but not limited to, opening accounts on your behalf at third-party institutions and making changes on your behalf with such third-party institutions and services in order to manage your benefits programs, such as informing your carrier of changes to your company contacts. You agree that those third-party service providers are entitled to rely on the foregoing authorization, agency and power of attorney granted by you.

Authorization of Recurring ACH Debit

When you subscribe to a paid product that is part of the Service, you authorize us and our designated payment processors to store your designated bank account information and other related information. You authorize us to automatically debit all applicable charges for such paid product from your designated bank account via ACH debit on the date such charges become due, as described in the Individual Service Agreement or other applicable agreement for such paid product. You agree to follow National Automated Clearinghouse Association (NACHA) rules applicable to ACH transactions.

You understand that this authorization to initiate ACH debit transactions will remain in full force and effect until we have received written notice from you by email at support@zenefits.com at least thirty days (30) in advance of the date the applicable charges for the paid product become due. You understand that because these are electronic transactions, these funds may be withdrawn from your designated bank account immediately. In the case of an ACH debit transaction that is rejected for insufficient funds, you understand that we may at our discretion attempt to process the debit in the amount of the applicable paid product again within thirty (30) days and we may separately impose a fee of $25 for each transaction returned for insufficient funds, as permitted by applicable law. You certify that you are an authorized user of your bank account and will not dispute these scheduled transactions with your bank so long as the transactions correspond to this Agreement, the Individual Service Agreement (defined below) and any other applicable agreement for such paid product.

E. Service Rules

You will not (and you will ensure that your individual Users, such as employees and contractors, will not) engage in any of the following prohibited activities: (i) copying, distributing or disclosing any part of the Service in any medium, including, without limitation, by any automated or non-automated “scraping”, (ii) using any automated system, including, without limitation, “robots,” “spiders” and “offline readers,” to access the Service in a manner that sends more requests to the Zenefits servers than a human can reasonably produce in the same period of time by using a conventional on-line web browser, (iii) transmitting spam, chain letters or other unsolicited email, (iv) attempting to interfere with, compromise the system integrity or security of or decipher any transmissions to or from, the Service or the servers running the Service, (v) taking any action that may impose an unreasonable or disproportionately large load on our infrastructure, as determined by Zenefits, (vi) uploading invalid data, viruses, worms or other software agents through the Service, (vii) collecting or harvesting any personally identifiable information, including account names, from the Service, (viii) using the Service for any commercial solicitation purposes, (ix) impersonating another person or otherwise misrepresenting your affiliation with a person or entity, conducting fraud, hiding or attempting to hide your identity, (x) using the Service in order to obtain information about Zenefits, the Service or our customers for the purpose of competing with Zenefits or otherwise replicating some or all of the Service for any reason, (xi) modifying, disassembling, decompiling or reverse engineering the Service or any part of the Service, (xii) accessing any content on the Service through any technology or means other than those provided or authorized by the Service, or (xiii) bypassing the measures we may use to prevent or restrict access to the Service, including, without limitation, features that prevent or restrict use or copying of Zenefits Content or enforce limitations on use of the Service or Zenefits Content.

Without prior notice to you, we may change the Service, stop providing the Service or features of it, to you or to all of our Users generally or create usage limits for the Service. We may permanently terminate or temporarily suspend your access to the Service without notice and liability to you for any lawful reason, including, if in our sole determination, you violate any provision of this Agreement, or for no reason if lawfully permitted. Upon any termination, you will continue to be bound by any terms of this Agreement that by their nature extend beyond termination.

Zenefits will comply with all laws and regulations applicable to Zenefits in its provision of the Service to you.

F. Insurance Services

You are not required to use Zenefits for insurance services in order to obtain an account and use the Service. If you choose to use Zenefits to obtain professional advice with respect to any line of insurance that Zenefits is licensed to transact (Insurance Services), you agree to (i) designate Zenefits as your broker of record or agent of record, (ii) authorize Zenefits to communicate such designation as broker or agent of record to any insurance carrier, your prior insurance broker and any other person or entity Zenefits determines should be advised, (iii) work exclusively with Zenefits for such Insurance Services unless we have expressly agreed to collaborate with another insurance broker, and (iv) permit Zenefits to receive any commission or other form of compensation that any insurance carrier agrees to pay to Zenefits in connection with the provision of Insurance Services. If you do not choose to make us your broker or agent of record for Insurance Services, certain functionality related to Insurance Services may not be available to you in the Service.

2. Our Proprietary Rights

Except for materials such as logos, trademarks and service marks owned by our business partners or licensors, the Service and all materials in or accessible through the Service, including, without limitation, software, images, text, graphics, illustrations, logos, patents, trademarks, service marks, copyrights, photographs, audio, videos and music (Zenefits Content), and all related intellectual property rights in the Zenefits Content, are the exclusive property of Zenefits. Except as explicitly provided herein, nothing in this Agreement grants you a license in or under any of our intellectual property rights, and you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from any Zenefits Content. The website and any Zenefits Content on the website are solely for your personal, informational and non-commercial use. Use of the Zenefits Content for any purpose not expressly permitted by this Agreement is strictly prohibited.

You may choose to, or we may invite you to, submit comments or ideas about the Service, including how to improve the Service (Ideas). By submitting any Ideas, you agree that you have the rights necessary to submit the Ideas and that Zenefits is free to use and disclose the Ideas, including incorporating the Ideas in our Service, without restriction and without any additional compensation to you. By accepting your Ideas, we do not waive any rights to use similar or related ideas previously known to us, or developed by Zenefits’ employees or obtained from sources other than you.

3. Individual Service Agreements. Certain products that are part of the Service (Individual Services) may have their own terms and conditions that you agree to when you subscribe to that particular product (Individual Service Agreement or ISA). The terms and conditions of an ISA supplement this Agreement. If any term of this Agreement expressly conflicts with any term of an ISA, the ISA will control. Except as otherwise modified in the ISA, all other terms and conditions in this Agreement remain in force. For clarity, “Service”, as used herein, includes the applicable Individual Service(s).

4. Preferred Partners. For certain services provided directly to you by third parties you choose, such as insurance products from an insurance company, Zenefits may highlight certain providers as Zenefits “Preferred Partners”. Zenefits sometimes receives additional compensation from such partners. While our preferred partners have committed to delivering an exceptional product and customer experience at competitive prices, Zenefits is not responsible for the services provided to you by these preferred partners.

5. Use of Vendors & Contractors. Zenefits, in its sole discretion, may use vendors or contractors to help provide the Service to you, and we may change our use of vendors or contractors without notice to you. Zenefits will remain responsible for the acts and omissions of such vendors and/or contractors.

6. Third-Party Services, Links and Information

The Service may contain links to or the ability to access third-party materials or services that are not owned or controlled by Zenefits. We do not endorse or assume any responsibility for any such third-party sites, information, materials, products or services, even though any of the foregoing may be integrated with your use of or directly accessible from the Service. If you access a third-party website or service from the Service, you do so at your own risk, and this Agreement and Zenefits’ Privacy Policy do not apply to your use of the same.

7. Privacy and Data Security; Confidentiality

A. Zenefits will implement and maintain commercially reasonable and industry standard administrative, physical, organizational and technical safeguards designed to prevent unauthorized use, access, processing, destruction, loss, alteration or disclosure of any Account Information and other information which you provide us through the Service and that we host (collectively, the Hosted Data). Such safeguards will include, at minimum, an industry standard information security program to safeguard your Hosted Data as well as procedures to help ensure that only those with a “need to know” have access to your Hosted Data. Zenefits will also treat Hosted Data in accordance with the Zenefits Privacy Policy. Zenefits will promptly notify you upon becoming aware of an incident that has or potentially has compromised the security, confidentiality or integrity of your Hosted Data. Zenefits will comply with all notification obligations that may be required by applicable state and federal laws and regulations. Additional terms will apply if and when you transmit or otherwise disclose any Protected Health Information to Zenefits, as such term is defined in the Health Insurance Portability and Accountability Act of 1996 and the rules and the regulations thereunder, as amended. Protected Health Information will be deemed to be Hosted Data and Hosted Data is your Confidential Information (defined below).

You will transmit Hosted Data to us through the Service. To the extent you transmit Hosted Data to us by any other means, such as email, you will appropriately protect such Hosted Data. For clarity, as between you and Zenefits, you own and retain all right, title and interest in and to Hosted Data. Upon termination of your use of the Service, Zenefits will reasonably cooperate with you to facilitate a final export of your Hosted Data from Zenefits’ systems and thereafter delete any and all remaining Hosted Data from the same, unless otherwise prohibited by law.

B. “Confidential information” means any information that should reasonably be understood to be confidential given the circumstances surrounding its disclosure. Each party will protect any Confidential Information of the other party which it may receive or otherwise be exposed to in the course of exercising its rights or performing its obligations hereunder. Each party will use the same care to protect the other party’s Confidential Information as it would use to protect its own similar information, but in no event less than reasonable care. Each party will use Confidential Information only for the purpose of fulfilling its obligations or exercising its rights under this Agreement. Neither party will disclose any Confidential Information of the other party to any third party without the prior written consent of the disclosing party.

8. Mobile Software

A. Mobile Software. From time to time, we may make available software to access the Service via a mobile device (Mobile Software). To use the Mobile Software, you must have a mobile device that is compatible with the Mobile Software. We do not warrant that the Mobile Software will be compatible with your mobile device. You agree that you are solely responsible for any mobile data usage or other similar charges incurred by you in connection with the Mobile Software. Subject to the terms and conditions of this Agreement, Zenefits grants you a non-exclusive, non-transferable, revocable license to use the Mobile Software for one Zenefits account on one mobile device owned or leased solely by you and in accordance with the features made available to you. You may not: (i) modify, disassemble, decompile or reverse engineer the Mobile Software, except to the extent that such restriction is expressly prohibited by law, (ii) rent, lease, loan, resell, sublicense, distribute or otherwise transfer the Mobile Software to any third party or use the Mobile Software to provide time sharing or similar services for any third party, (iii) make any copies of the Mobile Software, (iv) remove, circumvent, disable, damage or otherwise interfere with security-related features of the Mobile Software, features that prevent or restrict use or copying of any content accessible through the Mobile Software or features that enforce limitations on use of the Mobile Software, or (v) delete the copyright and other proprietary rights notices on the Mobile Software.

You acknowledge that Zenefits may from time to time issue updates to the Mobile Software, and may automatically upgrade the version of the Mobile Software that you are using on your mobile device. You consent to such automatic upgrades, and agree that the terms and conditions of this Agreement will apply to all such upgrades. Any open source or third-party code that may be incorporated in the Mobile Software is covered by the applicable open source or third-party terms, if any, authorizing use of such code. Zenefits or its third-party partners or licensors retain all right, title and interest in the Mobile Software (and any copy thereof).

B. Mobile Software from the Apple App Store. The following applies to any Mobile Software you acquire from Apple’s App Store (App Store-Sourced Software): You acknowledge that this Agreement is solely between you and Zenefits, not Apple, and that Apple has no responsibility for the App Store-Sourced Software or content thereof. Your use of the App Store-Sourced Software must comply with the App Store Terms of Service. You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the App Store-Sourced Software. In the event of any failure of the App Store-Sourced Software to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price, as applicable, for the App Store-Sourced Software 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 Software. You acknowledge that Apple is not responsible for addressing your claims or those of any third party relating to the App Store-Sourced Software or your possession and/or use of the App Store-Sourced Software, including, but not limited to: (i) product liability claims, (ii) any claim that the App Store-Sourced Software fails to conform to any applicable legal or regulatory requirement, and (iii) claims arising under consumer protection or similar legislation. All such claims as well as any claims losses, liabilities damages, costs or expenses attributable to any failure to conform to any warranty, are governed solely by this Agreement and any law applicable to Zenefits as provider of the software.

You acknowledge that, in the event of any third-party claim that the App Store-Sourced Software or your possession and use of that App Store-Sourced Software infringes that third party’s intellectual property rights, Zenefits, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such claim to the extent required by this Agreement. You and Zenefits acknowledge and agree that Apple, and Apple’s subsidiaries, are third-party beneficiaries of this Agreement as it relates to your license of the App Store-Sourced Software, and that, upon your acceptance of this Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce this Agreement as it relates to your license of the App Store-Sourced Software against you, as a third-party beneficiary thereof.

C. Mobile Software from Google Play Store. The following applies to any Mobile Software you acquire from the Google Play Store (Google-Sourced Software): (i) you acknowledge that this Agreement is between you and Zenefits only, and not Google, Inc. (Google), (ii) your use of Google-Sourced Software must comply with Google’s then-current Google Play Store Terms of Service, (iii) Google is only a provider of the Google Play Store where you obtained the Google-Sourced Software, (iv) Zenefits, and not Google, is solely responsible for the Google-Sourced Software, (v) Google has no obligation or liability to you with respect to Google-Sourced Software, and (vi) you acknowledge and agree that Google is a third-party beneficiary to this Agreement as it relates to the Google-Sourced Software.

9. No Professional Advice

If we provide you any professional information in the course of providing the Service, it is for informational purposes only and should not be construed as professional advice. No action should be taken based upon any such information without first seeking independent professional advice from a person who is licensed and/or qualified in the applicable area.

For clarity, you will be solely responsible for: (i) compliance with any and all applicable laws, rules and regulations affecting your business, and (ii) any use you may make of the Service to assist you in complying with any such laws, rules or regulations. The Service does not include any legal, regulatory, accounting or tax advice. You will retain and rely solely upon your own advisors with respect to such advice.

Notwithstanding the foregoing, if you elect to use Zenefits for Insurance Services and you request and are provided with professional advice from a Zenefits benefits advisor or licensed sales representative, then you are authorized to use and rely upon such professional advice.

10. Indemnity

A. Your Indemnity. You agree to defend, indemnify and hold Zenefits and its affiliated companies, and its and their employees, contractors, agents, officers and directors, harmless from and against any and all third party claims and pay all awarded damages, losses, liabilities, costs and expenses or settlement related thereto arising from: (i) your unauthorized use of and access to the Service, (ii) your violation of any term of this Agreement, (iii) your violation of any third-party right, including, without limitation, any right of privacy, any right provided by any labor or employment law, rule, or regulation or any intellectual property right, (iv) your violation of any applicable law, rule or regulation, (v) the Hosted Data, (vi) your gross negligence or willful misconduct, or (vii) any other party’s access to and use of the Service (or access and use of any third-party service via the Service) with your unique username, password or other appropriate security code (or, with respect to third-party services, your Account Information). In order to receive the benefit of the foregoing indemnity, Zenefits must give you prompt written notice of the claim and all reasonable cooperation, at your expense, in your defense and settlement of the claim.

B. Zenefits Indemnity. Zenefits agrees to defend, indemnify and hold you and your affiliated companies harmless from and against any and all third party claims and pay all awarded damages, losses, liabilities, costs and expenses or settlement related thereto arising from: (i) allegations that the Service or any portion thereof infringe(s) or otherwise violate(s) such third-party’s U.S. intellectual property rights, or (ii) Zenefits’ gross negligence or willful misconduct. In order to receive the benefit of the foregoing indemnity, you must give Zenefits prompt written notice of the claim, sole control to defend and settle such claim and all reasonable cooperation, at Zenefits’ expense, in Zenefits’ defense and settlement of the claim.

If a claim under 10.B.(i) is made or likely to be made, Zenefits may: (x) procure a license to allow you to continue using the allegedly infringing component(s) of the Service, (y) modify the infringing component(s) to make them non-infringing, or (z) if (x) and (y) are not reasonably available, terminate your right to use the infringing component(s) effective immediately.

11. No Warranty

THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. USE OF THE SERVICE IS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE IS PROVIDED WITHOUT WARRANTIES OF ANY KIND AND ZENEFITS EXPRESSLY DISCLAIMS ANY SUCH WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM ZENEFITS OR THROUGH THE SERVICE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN. WITHOUT LIMITING THE FOREGOING, ZENEFITS, ITS AFFILIATES AND ITS LICENSORS DO NOT WARRANT THAT THE ZENEFITS CONTENT IS ACCURATE, RELIABLE OR CORRECT, THAT THE SERVICE WILL MEET YOUR REQUIREMENTS, WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION OR WILL BE UNINTERRUPTED OR SECURE, THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED OR THAT THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH YOUR USE OF THE SERVICE IS DOWNLOADED AT YOUR OWN RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM SUCH CONTENT.

ZENEFITS DOES NOT WARRANT, ENDORSE, GUARANTEE OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SERVICE OR ANY HYPERLINKED WEBSITE OR SERVICE, AND ZENEFITS WILL NOT BE A PARTY TO OR IN ANY WAY MONITOR ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES, EXCEPT IN THOSE CIRCUMSTANCES IN WHICH ZENEFITS EXPRESSLY AGREES TO BE A PARTY TO A TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.

FEDERAL LAW, SOME STATES, PROVINCES AND OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION AND LIMITATIONS OF CERTAIN IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. THIS AGREEMENT GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS THAT VARY FROM STATE TO STATE. THE DISCLAIMERS AND EXCLUSIONS UNDER THIS AGREEMENT WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

12. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ZENEFITS, ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS AND LICENSORS SHALL NOT BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATING TO THIS AGREEMENT, INCLUDING YOUR USE OF, OR INABILITY TO USE, THE SERVICE.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ZENEFITS ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES OR INACCURACIES OF THE SERVICE, (II) PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF THE SERVICE, (III) THE CONTENT OF YOUR HOSTED DATA, (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICE, (V) ANY BUGS, VIRUSES, TROJAN HORSES OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH OUR SERVICE BY ANY THIRD PARTY, (VI) ANY ERRORS OR OMISSIONS IN THE SERVICE OR FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED OR OTHERWISE MADE AVAILABLE THROUGH THE SERVICE, AND/OR (VII) THE DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF ANY THIRD PARTY. ZENEFITS, ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS AND LICENSORS SHALL NOT BE LIABLE TO YOU FOR DIRECT DAMAGES, IN THE AGGREGATE, EXCEEDING THE AMOUNT YOU PAID TO ZENEFITS HEREUNDER IN THE 12 MONTHS PRECEDING THE CLAIM THAT GAVE RISE TO THE LIABILITY.

NOTWITHSTANDING THE FOREGOING, SOLELY AS TO INSURANCE SERVICES, ZENEFITS WILL BE LIABLE TO YOU FOR DIRECT DAMAGES (AND ONLY FOR DIRECT DAMAGES) CAUSED BY ZENEFITS’ NEGLIGENT ERRORS AND/OR OMISSIONS, SUBJECT TO APPLICABLE PRINCIPLES OF CONTRIBUTORY NEGLIGENCE. FOR CLARITY, ZENEFITS WILL HAVE NO LIABILITY TO YOU UNDER THIS PARAGRAPH FOR NEGLIGENT ERRORS AND/OR OMISSIONS CAUSED BY YOU, YOUR CARRIERS OR ANYONE OTHER THAN ZENEFITS.

THE LIMITATIONS IN THIS SECTION APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION, AND WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR ANY OTHER BASIS, EVEN IF ZENEFITS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. THIS AGREEMENT GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM STATE TO STATE. THE EXCLUSIONS AND LIMITATIONS OF LIABILITY UNDER THIS AGREEMENT WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

13. Governing Law, Arbitration, and Class Action/Jury Trial Waiver

A. Governing Law. You agree that the Service shall be deemed: (i) solely based in California, and (ii) a passive one that does not give rise to personal jurisdiction over us, either specific or general, in jurisdictions other than California. This Agreement shall be governed by the laws of the State of California, without respect to its conflict of laws principles. The parties acknowledge that this Agreement evidences a transaction involving interstate commerce. Notwithstanding the foregoing, with respect to Insurance Services requested by you, the substantive insurance laws of the state in which the Insurance Services are provided or any insurance policy is issued, shall apply to the policy and any arbitration conducted pursuant to the terms of this Agreement shall be governed by the Federal Arbitration Act (9 U.S.C. §§ 1-16). The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. You agree to submit to the personal jurisdiction of the federal and state courts located in San Francisco County, California for any actions for which we retain the right to seek injunctive or other equitable relief in a court of competent jurisdiction, as set forth in the Arbitration provision below. You agree that San Francisco County, California is the proper forum for any appeals of an arbitration award or for trial court proceedings in the event that the arbitration provision below is found to be unenforceable.

B. Arbitration. READ THIS SECTION CAREFULLY BECAUSE IT REQUIRES THE PARTIES TO ARBITRATE THEIR DISPUTES AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM ZENEFITS. For any dispute with Zenefits, you agree to first contact us at zenelegal@zenefits.com and attempt to resolve the dispute with us through good faith discussions. In the unlikely event that we have not been able to resolve a dispute after 60 days, we each agree to resolve any claim, dispute or controversy (excluding any claims for injunctive or other equitable relief as provided below) arising out of or in connection with this Agreement (collectively, Claims), by binding arbitration by JAMS, under the Optional Expedited Arbitration Procedures then in effect for JAMS, except as provided herein. JAMS may be contacted at www.jamsadr.com. The arbitration will be conducted in San Francisco County, California, unless you and Zenefits agree otherwise. If you are using the Service for commercial purposes, each party will be responsible for paying any JAMS filing, administrative and arbitrator fees in accordance with JAMS rules, and the award rendered by the arbitrator shall include costs of arbitration, reasonable attorneys’ fees and reasonable costs for expert and other witnesses. If you are an individual using the Service for non-commercial purposes: (i) JAMS may require you to pay a fee for the initiation of your case, unless you apply for and successfully obtain a fee waiver from JAMS, (ii) the award rendered by the arbitrator may include your costs of arbitration, your reasonable attorneys’ fees and your reasonable costs for expert and other witnesses, and (iii) you may sue in a small claims court of competent jurisdiction without first engaging in arbitration, but this does not absolve you of your commitment to engage in the informal dispute resolution process. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Nothing in this Section shall be deemed as preventing either you or Zenefits from seeking injunctive or other equitable relief from the courts as necessary to prevent the actual or threatened infringement, misappropriation or other violation of either party’s confidential information or intellectual property or other proprietary rights.

C. Class Action/Jury Trial Waiver. WITH RESPECT TO ALL PERSONS AND ENTITIES, REGARDLESS OF WHETHER THEY HAVE OBTAINED OR USED THE SERVICE FOR PERSONAL, COMMERCIAL OR OTHER PURPOSES, ALL CLAIMS MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION OR OTHER REPRESENTATIVE PROCEEDING. THIS WAIVER APPLIES TO CLASS ARBITRATION, AND, UNLESS WE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS. YOU AGREE THAT BY ENTERING INTO THIS AGREEMENT, YOU AND ZENEFITS ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION OR OTHER REPRESENTATIVE PROCEEDING OF ANY KIND.

14. General

A. Assignment. This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you without the prior written consent of Zenefits. Any attempted transfer or assignment in violation hereof shall be null and void.

B. Notification Procedures and Changes to the Agreement. Zenefits may provide notifications, whether such notifications are required by law or are for marketing or other business related purposes, to you via email notice, text message, written or hard copy notice, or through posting of such notice on the Service, as determined by Zenefits in our sole discretion. Zenefits reserves the right to determine the form and means of providing notifications to our Users, provided that you may opt out of certain means of notification as provided in the Service. Zenefits is not responsible for any automatic filtering you or your network provider may apply to email notifications we send to the email address you provide us. Zenefits may, in its sole discretion, modify or update this Agreement from time to time, so you should review this page periodically. When we materially change this Agreement, we will update the ‘last modified’ date at the bottom of this page and notify you that material changes have been made to this Agreement. Your continued use of the Service after any such change constitutes your acceptance of this Agreement, as updated. If you do not agree to any of these terms or any future terms, you may not use or access the Service.

C. Entire Agreement/Severability. This Agreement, together with any amendments and any additional agreements you may enter into with Zenefits in connection with the Service, including, but not limited to, an ISA, shall constitute the entire agreement between you and Zenefits concerning the Service. If any provision of this Agreement is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect, except that in the event of unenforceability of the universal Class Action/Jury Trial Waiver, the entire arbitration agreement shall be unenforceable.

D. No Waiver. No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term, and Zenefits’ failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision.

E. California Residents. The provider of the Service is YourPeople, Inc. dba Zenefits FTW Insurance Services, 303 Second St., Ste. 401, North Tower, San Francisco, CA 94107. You can reach us by telephone at 1.888.249.3263. If you are a California resident, in accordance with Cal. Civ. Code §1789.3, you 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 1625 North Market Blvd., Suite N 112 Sacramento, CA 95834 or by telephone at either 1.800.952.5210 or 1.916.445.1254. With respect to Insurance Services, you may report any complaints to the insurance regulator in your state.

F. Force Majeure. Except for payment obligations, neither party shall be liable for a failure or delay in performing any of its obligations hereunder if, but only to the extent that, such failure or delay is due to causes beyond the reasonable control of the affected party.

G. Contact. Please contact us at zenelegal@zenefits.com with any questions regarding this Agreement.

Effective date: September 15th, 2016.