1. Program License

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2. Definitions

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3. Warranties and Remedies

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4. Termination

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Last updated February 22, 2022

This Terms of Service Agreement (this “Agreement”) is made and entered into by and between you, as a User (as defined below), and DelShan, Inc., a Tennessee corporation doing business as ExpandHR, and its subsidiaries and affiliates (collectively, “ExpandHR”). This Agreement contains the terms and conditions that govern the use of ExpandHR’s all-in-one HR platform (the “Platform”). ExpandHR directly, and through its website (https://www.expandhr.co) and the associated domains thereof (the “Site”), offers customers the products and services listed at https://www.expandhr.co/pricing/ (as such list may be updated, modified, or otherwise changed from time to time, collectively, the “Services”).

This Agreement is applicable to all persons who use or access the Platform and/or the Services, in their company’s capacity or in an individual capacity, including authorized users representing the company, its employees, or other persons using or accessing the Services (collectively, “Users” and each, a “User”). If User is agreeing to these terms on behalf of a business or an individual other than User, User represents and warrants that User has authority to bind that business or other individuals to this Agreement, and User’s agreement to these terms will be treated as the agreement of such business or individual. In that event, “User” also refers to that business or individual. By clicking the applicable button to indicate User’s acceptance of this Agreement, or by accessing or using the Platform, User agrees, effective as of the date of such action, to be bound by the Agreement.

Please review Section 25 of this Agreement carefully, as it contains an arbitration provision and class action waiver which requires User to resolve disputes with ExpandHR through final, binding arbitration on an individual basis. By entering into this Agreement, User is acknowledging that User has read, and that User understands the terms of this Agreement and that User agrees to be bound by the arbitration provision and class action waiver.

1. Additional Terms for Services

ExpandHR’s provision of any Service is subject to the terms of this Agreement and any supplemental terms referenced herein or which ExpandHR may present User with for review and acceptance at the time User subscribes to such Service (each, “Service Terms”), and any Service Terms shall be incorporated into and form a part of this Agreement. If the terms hereof conflict with any Service Terms, the Service Terms will govern with respect to the matters contemplated thereby.

In order to receive any Service, User must be enrolled in one of the following plans (each, a “Service Plan”), each of which is governed by the Service Terms listed next to such Service Plan and incorporated herein by reference, as applicable to User. User accepts the Service Terms listed next to the Service Plan which coincides with User’s Plan Selection (as defined below) or Service Plan access by (i) clicking the applicable button to indicate User’s Service Plan choice (the “Plan Selection”); (ii) clicking the applicable button to indicate User’s acceptance of this Agreement (in the event that User is already enrolled in a Service Plan); or (iii) accessing or using the Services. By taking any of the aforementioned actions, User agrees to be bound by the applicable Service Terms as of the time that such action occurs.

Service Plan         Service Terms                        

Start                       Payroll Service Terms and Human Resources Service Terms

Grow                      Payroll Service Terms and Human Resources Service Terms

If User chooses to subscribe to one or more of the following add-on services, then User agrees to be bound by the Service Terms listed next to such add-on service(s), each of which is incorporated herein by reference, as applicable to User:

ExpandHR’s provision of any Service is contingent upon User being actively enrolled in the Payroll Service (as defined in the Payroll Service Terms).

2. Services Fees and Charges

User agrees to pay the fees for the Services in accordance with the applicable fee schedules listed at https://ExpandHR.com/product/pricing, and User authorizes ExpandHR to debit User’s designated bank account, as specified by User through the Platform (the “Bank Account”), for all fees as they become payable. Unless otherwise stated in the applicable Service Terms, fees for the Services are typically based on the calendar months in which User is enrolled in any Services (so, for example, if User is enrolled in a Service Plan for a given calendar month, User would be charged for such month even if User does not run payroll in such month), and such fees are applied in full for a given calendar month, regardless of whether User is only enrolled in the Services for a portion of such month. Except for certain fees for particular add-on services that User has opted into, fees for the Services will be billed to User and debited from User’s Bank Account on a monthly calendar basis, in arrears. Notwithstanding the foregoing, ExpandHR may invoice User for any applicable, outstanding fees, and User shall pay such invoice within fifteen (15) days of receipt thereof via money transfer, ACH, check, or any other payment method ExpandHR may deem acceptable in its sole discretion. All fees are non-refundable. User agrees to reimburse ExpandHR for any sales, use, and similar taxes arising from the provision of the Services that any federal, state, or local governments may impose. ExpandHR may charge additional fees for exceptions processing, setup, and other special services (including optional add-on services).

ExpandHR reserves the right to change the fees for its Services from time to time. User will be notified of any change to existing fees at least thirty (30) days before the fee change goes into effect. If a fee increases or changes to this Agreement is not acceptable to User, User may cancel the Services as provided herein prior to the time when such fee increase or change to this Agreement takes effect. User’s continued use of the Services beyond the cancellation window constitutes User’s agreement to those changes. If ExpandHR is unable to collect fees due because of insufficient funds in User’s Bank Account or for any other reason, User must pay the amount due immediately upon demand, plus any applicable exceptions processing fees, bank fees, or charges for return items, plus interest at the lesser of 18% per annum or the maximum rate permitted by law, plus attorneys’ fees and other costs of collection as permitted by law.

3. Switching Service Plans

ExpandHR currently offers several Service Plans with varying features and fee schedules, as well as multiple add-on services that User can choose to opt into for additional fees, unless otherwise stated. Before User may begin to use the Services, User will be asked to select a Service Plan from those detailed at https://ExpandHR.com/product/pricing. User may request to change User’s Service Plan via the Platform.

If User chooses to upgrade from User’s current Service Plan (the “Current Plan”) to a more expensive Service Plan (the “New Upgrade Plan”), then such upgrade will promptly go into effect, and User will begin receiving access to the features and Services available under the New Upgrade Plan at the time of such upgrade. The fee schedule for the New Upgrade Plan will be applied to User’s Service Plan charge for the calendar month in which User upgraded and for each calendar month thereafter for so long as User is subscribed to the New Upgrade Plan.

If User chooses to downgrade from User’s Current Plan to a less expensive Service Plan (the “New Downgrade Plan”), then the downgrade will not go into effect until the beginning of the calendar month following the calendar month in which User elected to downgrade (the “Downgrade Election Month”). User will still receive access to the features and Services available with User’s Current Plan until the end of the Downgrade Election Month. After the Downgrade Election Month, User will lose access to some of the features and Services available with User’s Current Plan and will only have access to the features and Services available under User’s New Downgrade Plan. The fee schedule for User’s Current Plan will be applied to User’s Service Plan charge for the Downgrade Election Month, and the fee schedule for the New Downgrade Plan will be applied to User’s Service Plan charge for the calendar month following the Downgrade Election Month and for each calendar month thereafter for so long as User is subscribed to the New Downgrade Plan.

4. User Accounts

To use the Platform, User must have an account with ExpandHR (an “Account”). User hereby authorizes ExpandHR to obtain and store User’s Account information as necessary to make the Platform available to User.

5. Who May Use the Platform

User may use the Platform only if User is thirteen (13) years of age or older and is not barred from using the Services under applicable law.

6. Privacy Policy

Please refer to ExpandHR’s Privacy Policy for information on how ExpandHR collects, uses, and discloses information from Users. User acknowledges and understands that ExpandHR may collect, use, and disclose User’s information pursuant to ExpandHR’s Privacy Policy, as it may be updated from time to time.

7. User’s Compliance with the Agreement

Use of the Platform and the Services are each conditioned upon User’s full compliance with this Agreement and all applicable laws, rules, and regulations.

8. User Is Responsible for Certain Information and Obligations Relating to the Services

User will designate and authorize either itself and/or one or more individuals with authority to (i) act on User’s behalf, (ii) provide information on User’s behalf, and (iii) bind User and/or User’s business with respect to the Services (each such individual, an “Account Administrator”). An Account Administrator is authorized by User to access the Services by entering a confidential user ID and password. Such Account login information will entitle the Account Administrator, depending on their designation and the permissions given by User, to have the authority to input information and access, review, modify, and/or provide approvals on User’s behalf.

User is solely responsible for all actions taken under any Account that User has access to. Any actions taken under Accounts that User has access to will be deemed authorized by User, regardless of User’s knowledge of such actions (the “Authorized Actions”). Authorized Actions include but are not limited to (i) actions taken by User, an Account Administrator, or an authorized representative of User (an “Authorized Representative”), and (ii) actions that User, an Account Administrator, or an Authorized Representative (or anyone that ExpandHR reasonably believes to be User, an Account Administrator, or an Authorized Representative) directs or instructs ExpandHR to take on its behalf.

In addition, User is solely responsible for (i) following instructions that ExpandHR provides to User with respect to the Services, whether such instructions are provided via the Platform, email, or otherwise, (ii) obtaining, maintaining, and keeping secure any equipment and ancillary services necessary to connect to, access, or otherwise utilize the Platform, including but not limited to internet access, networking equipment, hardware, software, and operating systems, and (iii) maintaining applicable accounts with providers of Third-Party Services (as defined below) utilized by User.

User will, and will cause authorized users of User’s Account, including but not limited to Account Administrators and Authorized Representatives, to take reasonable steps to adequately secure, and keep confidential, any User Account passwords or credentials, and any information accessible via the User Account. If User believes or suspects that User’s Account or passwords or credentials for User’s Account have been disclosed to, accessed by, or compromised by unauthorized persons, User must immediately notify ExpandHR. ExpandHR reserves the right to prevent access to the Services if ExpandHR has reason to believe that User’s Account or passwords or credentials for User’s Account have been compromised.

User is responsible for timely providing ExpandHR with the information required for ExpandHR to perform the Services. User may furnish such information directly to ExpandHR or via an Account Administrator or Authorized Representative, such as User’s accountant. Furthermore, User represents and warrants to ExpandHR that for any information that User shares with ExpandHR, whether directly, via its Account Administrator, or via its Authorized Representative, User will have the authority to share such information. User is responsible for the accuracy and completeness of information provided to ExpandHR, and User will ensure that any such information, whether provided by User, an Account Administrator, or Authorized Representative, is accurate and complete. Moreover, User is required to maintain the accuracy and completeness of such information on an ongoing basis and will promptly notify ExpandHR, whether directly or through an Account Administrator or Authorized Representative, of any changes to the information provided to ExpandHR.

In addition, User, whether directly or through its Account Administrators or Authorized Representatives, is responsible for reviewing any reports, filings, information, documents or materials (collectively, the “Materials”) posted to the Platform by ExpandHR (or otherwise made available to User by ExpandHR) for User’s review, and User or its Account Administrators or Authorized Representatives must notify ExpandHR of any inaccuracies in the Materials as soon as possible, or within the time period specified in communications received from ExpandHR.

User, whether directly or through its Account Administrators or Authorized Representatives, is also obligated to promptly notify ExpandHR of any third-party notices that User may receive which could affect ExpandHR’s ability to effectively provide the Services or increase the likelihood that a Claim (as defined below) is brought against User or ExpandHR in connection with the Services, such as notices from the Internal Revenue Service or other government agencies regarding penalties or errors relating to the Services, and, if User subscribes to the Benefits Service (as defined in the Health Insurance Benefits Service Terms), notices from insurance carriers regarding eligibility, enrollment, payment, or any other communications affecting the contract of services with that insurance carrier.

User agrees that, to the fullest extent permitted by law, the provision of Account login credentials (e.g., username and password) or identity verification credentials to ExpandHR by User, an Account Administrator, or an Authorized Representative, together with any actions authorized by such foregoing parties via the Platform (e.g., clicking the “Submit Payroll” or other buttons) or otherwise (e.g., verbally telling a ExpandHR Customer Care representative to take an action), will have the same effect as such parties providing a written signature authorizing electronic payments, filings, or any other actions in connection with the Services.

9. User Verification

User gives ExpandHR permission to obtain, verify, and record information that identifies the individual who creates an Account, is the intended user of an Account, or accesses the Services. ExpandHR may ask for User’s name, address, date of birth, social security number, and other information that will allow ExpandHR to identify User. ExpandHR may also ask to see User’s driver’s license or other identifying documents. User consents to and authorizes ExpandHR to obtain credit reports about User’s business, and to report adverse credit information about User’s business to others, including but not limited to the Internal Revenue Service and any applicable state taxing authorities. ExpandHR may, at its discretion, decline to offer the Services for any reason, including in the event that the Services enrollment process is not satisfactorily completed, ExpandHR is unable to verify satisfactory credit of User’s business, and/or for other lawful business reasons.

10. Third-Party Services, Websites, and Resources

Through the Platform, User will be able to elect to receive services from partners of ExpandHR (each such service, a “Third-Party Service,” and each such partner, a “Partner”). User is solely responsible for, and assumes all risk arising from, User’s election to receive and User’s receipt of any Third-Party Service. ExpandHR is not responsible for Third-Party Services or any material, information, or results made available through Third-Party Services. The applicable Partners may require User to agree to terms and conditions or agreements with respect to their provision of the Third-Party Services to User. If User elects to receive a Third-Party Service, User authorizes ExpandHR to submit to the applicable Partner any and all documents and information about User, User’s business and User’s business’ employees that are necessary for such Partner to provide the Third-Party Service to User, including, without limitation, User’s payroll information, bank account information, User’s employees’ bank account information, and any additional information, such as the personal information of User’s employees, requested by such Partner that User has provided to ExpandHR in connection with this Agreement and User’s receipt of the Services (collectively, the “Shared Information”). User is responsible for the accuracy of all Shared Information. User represents and warrants that User has all the rights in and to any Shared Information necessary to provide Shared Information to ExpandHR and for ExpandHR to provide it to Partners, and that ExpandHR’s use or disclosure of Shared Information as contemplated hereunder will not violate any rights of privacy or other proprietary rights, or any applicable local, state, or federal laws, regulations, orders, or rules. User agrees that by electing to receive a Third-Party Service, and by consenting and authorizing ExpandHR to submit User’s Shared Information to a Partner, User has waived and released any Claim against ExpandHR and its directors, officers, and employees arising out of a Partner’s use of User’s Shared Information, even if that use is not authorized by the applicable agreement between User and the Partner.

The Platform and the Services may contain links to third-party websites or resources. ExpandHR provides these links only as a convenience and is not responsible for the content, products, or services on or available from those websites or resources, or links displayed on such websites. User acknowledges its sole responsibility for, and assumes all risk arising from, User’s use of any third-party websites or resources.

11. Proprietary Rights

User Content and Licenses Granted

“User Content” means any text, graphics, images, music, software, audio, video, works of authorship of any kind, and documents, information, or other materials that are uploaded to, posted to, stored on, or created using the Platform by Users. For the avoidance of doubt, any templates, documents, or materials that ExpandHR provides to User via the Services shall constitute ExpandHR Content (as defined below) hereunder. ExpandHR does not claim any ownership rights in any User Content and nothing in this Agreement will be deemed to restrict any rights that User may have to use and exploit User Content. However, by making any User Content available through the Services, User hereby grants to ExpandHR a non-exclusive, transferable, sublicensable, worldwide, royalty-free license to use, copy, modify, create derivative works based upon, publicly display, publicly perform, and distribute User Content in connection with operating and providing the Platform and the Services. User is solely responsible for all User Content. User represents and warrants that User owns all User Content or User has all rights that are necessary to grant ExpandHR the license rights in User Content under this Agreement. User Content is subject to the provisions of Section 13, and ExpandHR has the right to remove User Content from the Platform in accordance with Section 14.

User may generally remove User Content from the Platform, provided that certain types of User Content may not be removed from the Platform, as further specified in particular Service Terms. Moreover, in certain instances, some User Content may not be completely removed and copies of User Content may continue to exist on the Platform. ExpandHR is not responsible or liable for the removal or deletion of (or the failure to remove or delete) any User Content.

ExpandHR’s Intellectual Property Rights

“ExpandHR Content” means text, graphics, images, music, software, audio, video, works of authorship of any kind, and documents, information, or other materials that are posted, generated, provided, or otherwise made available through the Services by ExpandHR, other than User Content. User Content and ExpandHR Content shall be collectively referred to herein as “Content.” ExpandHR and its licensors exclusively own all worldwide right, title, and interest in and to the ExpandHR Content, and also in and to the Platform and the Services, including in each case all associated intellectual property rights (“ExpandHR IP”). User acknowledges that the Platform, Services, and ExpandHR Content are protected by copyright, trademark, and other laws of the United States and foreign countries. User agrees not to remove, alter, or obscure any copyright, trademark, service mark, or other proprietary rights notices incorporated in or accompanying the Platform, Services, or ExpandHR Content. This Agreement does not convey any proprietary interest in or to any ExpandHR IP or rights of entitlement to the use thereof except as expressly set forth herein. Any feedback, comments, and suggestions User may provide for improvements to the Platform, Services, or ExpandHR Content (“Feedback”) is given entirely voluntarily and ExpandHR will be free to use, disclose, reproduce, license, or otherwise distribute and exploit such Feedback as it sees fit, entirely without obligation or restriction of any kind. Feedback includes, without limitation, feedback User provides to ExpandHR in response to any surveys ExpandHR conducts, through any available technology, about User’s experience.

Subject to User’s compliance with this Agreement, ExpandHR grants User a limited, non-exclusive, non-transferable, non-sublicensable license to access, view, and download ExpandHR Content solely in connection with User’s permitted use of the Platform for User’s own behalf.

12. Consent to Receive SMS/MMS Messages About User’s Account

ExpandHR will send SMS to end users who have opted in to receive one time PIN Code and/or messages about activity in User’s Account and service updates as well as SMS messages soliciting User’s feedback about the Services and User’s experience interacting with ExpandHR’s Customer Care team. Message frequency may vary. Standard message and data rates may apply. Note that ExpandHR will not send User autodialed marketing SMS or MMS messages unless User expressly agrees in writing to receive such messages. If User would like to opt out of receiving SMS messages, User should reply HELP for help or STOP to cancel.

13. General Prohibitions

User agrees not to take any of the following actions:

  • Post, upload, publish, submit, share, distribute, or transmit any User Content that: (i) User lacks the authority to post, upload, publish, submit, share, distribute, or transmit; (ii) infringes, misappropriates, or violates a third party’s patent, copyright, trademark, trade secret, moral rights, or other intellectual property rights, or rights of publicity or privacy; (iii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iv) is fraudulent, false, misleading, or deceptive; (v) is defamatory, indecent, obscene, pornographic, vulgar, or offensive; (vi) promotes discrimination, bigotry, racism, hatred, harassment, or harm against any individual or group; (vii) is violent or threatening or promotes violence or actions that are threatening to any person or entity; (viii) promotes illegal or harmful activities or substances; or (ix) contains software viruses, worms, defects, Trojans, adware, spyware, malware, or other similar computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware device;
  • Use the Services other than as authorized in this Agreement;
  • Resell, sublicense, timeshare, or otherwise share the Services with any third party;
  • Display, mirror, or frame (i) the Site, or the layout or design of any page on the Site or form contained on a page; (ii) the Platform; (iii) the Services; or (iv) ExpandHR Content or any individual element within the Site, Platform, or Services, including ExpandHR’s name and any ExpandHR trademark, logo, or other proprietary information, in each case, without ExpandHR’s express prior written consent;
  • Access, tamper with, or use non-public areas of the Platform, Services, ExpandHR’s computer systems, or the technical delivery systems of ExpandHR’s providers;
  • Interfere or attempt to interfere with the proper working of the Platform or the Services (including but not limited to any application, function, or use of the Services) or any activities conducted on the Services;
  • Take any action that imposes or may impose (as determined by ExpandHR in ExpandHR’s sole discretion) an unreasonable or disproportionately large load on ExpandHR’s (or Partners’) infrastructure;
  • Use manual or automated software, devices, or other processes to “crawl” or “spider” any page of the Site;
  • Harvest or scrape any Content from the Platform or Services;
  • Attempt to probe, scan, or test the vulnerability of any ExpandHR system or network or breach any security or authentication measures;
  • Avoid, bypass, remove, deactivate, impair, descramble, or otherwise circumvent any technological measure implemented by ExpandHR or any of ExpandHR’s providers or any other third party (including another User) to protect the Platform, Services, or Content;
  • Attempt to access or search the Platform, Services, or Content or download Content from the Platform or Services through the use of any engine, software, tool, agent, device, or mechanism (including spiders, robots, crawlers, data mining tools, or the like), other than the software and/or search agents provided by ExpandHR or other generally available third-party web browsers;
  • Access the Services for the purposes of monitoring its availability, performance, or functionality, or for any other benchmarking or competitive purposes;
  • Send any unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, chain letters, or other form of solicitation through the Platform or Services;
  • Use any meta tags or other hidden text or metadata utilizing a ExpandHR trademark, logo, URL, or product name without ExpandHR’s express written consent;
  • Use the Platform, Services, or Content, or any portion thereof, (i) for any purpose other than User’s internal business purposes, or (ii) for the benefit of any third party or in any manner not permitted by this Agreement;
  • Forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Platform, Services, or Content to send altered, deceptive, or false source-identifying information;
  • Attempt to decipher, decompile, disassemble, reverse engineer, or otherwise attempt to derive any source code, or underlying ideas, or algorithms of any of the software used to provide the Platform, Services, or Content;
  • Modify, translate, or otherwise create derivative works of any part of the Platform, Services, or Content other than User’s own User Content;
  • Interfere with, or attempt to interfere with, the access of any User, host, or network, or use any device, software, or routine that is intended to damage, surreptitiously intercept, or expropriate any system, data, or communication, including, without limitation, by sending a virus, overloading, flooding, spamming, or mail-bombing the Platform or Services;
  • Collect from or store on the Platform or Services any personally identifiable information or protected health information of other Users without their express permission;
  • Impersonate or misrepresent User’s affiliation with any person or entity;
  • Engage in any fraudulent, deceptive, or illegal practices or activities, or use the Services to directly or indirectly support any such practices or activities;
  • Violate any applicable law, rule, or regulation, or the National Automated Clearing House Association Operating Rules, as they may be amended from time to time (as amended, the“NACHA Rules”); or
  • Encourage, assist, or enable any other individual to do any of the foregoing.
  1. ExpandHR’s Rights to Monitor User Content and Conduct

Although ExpandHR is not obligated to monitor access to or use of User Content or to review or edit any User Content, ExpandHR has the right to do so for the purposes of operating the Platform and Services, ensuring compliance with this Agreement, and complying with applicable law or other legal requirements. ExpandHR reserves the right, but is not obligated, to remove or disable access to any User Content, at any time and without notice, for any reason, including, but not limited to, if ExpandHR, at ExpandHR’s sole discretion, considers any User Content to be objectionable or in violation of this Agreement.

ExpandHR has the right to monitor access to and use of the Platform, Services, and Content and to investigate conduct that ExpandHR believes could affect the Platform, Services, or Content, including violations of this Agreement. ExpandHR may also consult and cooperate with law enforcement authorities and administrative agencies to prosecute Users who violate the law.

16. E-Signatures

ExpandHR provides an electronic signature service (the “E-Sign Service”) which allows parties to sign documents electronically. Each time that User uses the E-Sign Service, User is expressly (i) affirming that User is able to access and view the document (the “Document”) User is electronically signing via the E-Sign Service; (ii) consenting to conduct business electronically with respect to the transaction contemplated by the Document; and (iii) agreeing to the use of electronic signatures for the Document.

While many Users prefer the convenience of electronic signatures, using the E-Sign Service to electronically sign Documents is optional, and User can choose to manually sign Documents if User prefers. If User would like to manually sign a Document, User should (i) inform the party that sent User the Document of User’s decision to manually sign such Document; (ii) make sure that User does not electronically sign the Document via the E-Sign Service; and (iii) obtain a physical copy of the Document for User to sign. Obtaining a physical, non-electronic copy of the Document is User’s sole responsibility, and ExpandHR has no responsibility or liability with respect to such matter.

ExpandHR has no responsibility or liability with respect to the content, validity, or enforceability of any Document, nor is it responsible or liable for any matters or disputes arising from the Documents.

ExpandHR makes no representations or warranties regarding the validity or enforceability of electronic documents or electronic signatures. UNDER APPLICABLE U.S. STATE AND FEDERAL LAWS, ELECTRONIC SIGNATURES ARE NOT ENFORCEABLE ON SOME DOCUMENTS. IT IS USER’S RESPONSIBILITY TO CONSULT WITH AN ATTORNEY TO DETERMINE WHETHER A DOCUMENT WILL BE ENFORCEABLE IF IT IS ELECTRONICALLY SIGNED VIA THE E-SIGN SERVICE.

16. ExpandHR Makes No Representations Regarding Platform Availability

ExpandHR makes no representations or warranties about the Platform’s uptime, availability, or permissibility in any particular geographical location. From time to time, scheduled system maintenance or emergency maintenance may occur, and during such maintenance periods, the Platform may be inaccessible and unavailable, with or without notice to User.

17. The Platform Can Cause Irrevocable Damage to User Content

The Platform’s performance of actions initiated by User may irrevocably modify and/or delete User Content. USER ACKNOWLEDGES AND AGREES THAT EXPANDHR IS NOT RESPONSIBLE FOR THE LOSS OR MODIFICATION OF ANY USER CONTENT AND THAT USER’S USE OF THE PLATFORM IS AT USER’S OWN RISK.

18. Warranty Disclaimers

User’s use of the Platform, Services, and Content is entirely at User’s own risk. ExpandHR is not in the business of providing legal, regulatory, tax, financial, accounting, employment, or other professional services or advice. Any information provided by ExpandHR via the Platform or otherwise is meant for informational purposes only and should not be interpreted as professional advice. User should consult a professional that is trained or licensed in the relevant area if User needs such assistance. Notwithstanding the foregoing, ExpandHR’s licensed health insurance brokers may provide professional advice regarding health insurance to Users that subscribe for ExpandHR’s health insurance brokerage services. In addition, certain Partners have licensed professionals who may provide professional advice.

TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, THE PLATFORM, SERVICES, AND EXPANDHR CONTENT ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND MADE BY EXPANDHR. WITHOUT LIMITING THE FOREGOING, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EXPANDHR DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, DATA LOSS, AND NON-INFRINGEMENT. FURTHERMORE, EXPANDHR MAKES NO WARRANTIES REGARDING THE ACCURACY, RELIABILITY, TIMELINESS, TRUTHFULNESS, COMPLETENESS, OR QUALITY OF ANY INFORMATION OR EXPANDHR CONTENT IN OR LINKED TO THE SERVICES. EXPANDHR CANNOT GUARANTEE THE ACCURACY OR COMPLETENESS OF USER CONTENT AND MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO USER CONTENT. EXPANDHR DOES NOT WARRANT THAT THE PLATFORM, SERVICES, OR EXPANDHR CONTENT WILL (I) MEET USER’S EXPECTATIONS OR REQUIREMENTS; (II) BE COMPLETELY SECURE OR FREE FROM ERRORS, BUGS, VIRUSES, OR OTHER HARMFUL COMPONENTS; OR (III) BE FREE FROM INTERRUPTION, THEFT, OR DESTRUCTION. IN ADDITION, EXPANDHR EXPRESSLY DISCLAIMS ANY RESPONSIBILITY FOR MAKING SURE THAT DOCUMENTS WHICH ARE ELECTRONICALLY SIGNED VIA THE E-SIGN SERVICE ARE VALID AND ENFORCEABLE UNDER ANY APPLICABLE U.S. LOCAL, STATE, OR FEDERAL LAWS, OR THE LAWS OF ANY OTHER JURISDICTION.

If any error results, whether directly or indirectly, from ExpandHR’s reliance on information (or modifications to information) provided by User, an employee or independent contractor of User, an Account Administrator, an Authorized Representative, or anyone that ExpandHR reasonably believes to be User, an employee or independent contractor of User, an Account Administrator, or an Authorized Representative of User (each such error, a “Resulting Error”), then ExpandHR will attempt to correct the Resulting Error, but ExpandHR makes no warranties or guarantees that it will be able to partially or fully correct the Resulting Error.

ExpandHR does not warrant, endorse, guarantee, or assume responsibility for any product or service, including without limitation Third-Party Services, advertised or offered by a third party through the Platform or any hyperlinked website or service, and ExpandHR will not be a party to or in any way be responsible for monitoring any transaction between User and third-party providers of products or services.

ExpandHR works with third-party service providers to provide the Services, and unless otherwise stated in an agreement between User and any such third-party service provider, the third-party service providers (i) make no warranty as to the accuracy or completeness of information provided to User, and (ii) disclaim express warranties or implied warranties imposed by law with respect to the services they provide, whether directly or indirectly, to User.

19. Indemnity

User will indemnify and hold harmless ExpandHR and its officers, directors, employees, and agents (the “Indemnified Parties”), from and against any claims, disputes, demands, liabilities, damages, losses, costs, judgements, penalties, fines, and expenses (including, without limitation, reasonable legal and accounting fees) (collectively, the “Claims”), arising out of or in any way connected with (i) User’s access to or use of the Platform, Services, or Content; (ii) User Content; (iii) User’s violation or alleged violation of this Agreement; (iv) User’s violation or alleged violation of any third party right, including without limitation any right of privacy or publicity, or any right provided by any labor or employment law, rule, or regulation, or any intellectual property right; (v) User’s violation or alleged violation of any applicable law, rule, or regulation, including but not limited to wage and hour laws; (vi) User’s violation of the NACHA Rules; (vii) User’s gross negligence, fraudulent activity, or willful misconduct; (viii) ExpandHR’s or any other Indemnified Party’s use of or reliance on information or data furnished by User, an employee or independent contractor of User, User’s Account Administrator, or User’s Authorized Representative in providing the Services, or otherwise in connection with this Agreement; (ix) actions or activities that ExpandHR or any other Indemnified Party undertakes in connection with the Services or this Agreement at the direct request or instruction of anyone that ExpandHR or any other Indemnified Party reasonably believes to be User, an Account Administrator, or an Authorized Representative (each such action or activity, a “Requested Action”); (x) ExpandHR’s or any other Indemnified Party’s use of or reliance on information or data resulting from such Requested Actions; or (xi) User’s failure, or the failure of any Account Administrators or Authorized Representatives, to properly follow ExpandHR’s instructions with respect to the Services.

20. Limitation of Liability

ExpandHR is not responsible or liable for (i) User Content or anyone’s reliance on User Content; (ii) Resulting Errors or any consequences or Claims directly or indirectly arising from Resulting Errors; (iii) any consequences or Claims directly or indirectly resulting from User’s delay in providing, or User’s failure to provide, ExpandHR with information necessary for its provision of Services; (iv) User’s violation of the NACHA Rules; (v) unauthorized third-party actions taken in User’s Account and any transactions, consequences, or Claims arising therefrom; (vi) User’s negligence or any negligence of User’s Account Administrator or Authorized Representative; (vii) any Claims, or portions of any Claims, that could have reasonably been avoided or mitigated by User through reasonable efforts; (viii) any circumstances or Claims arising out of or related to a Partner’s use of User’s Shared Information; (ix) any Requested Actions, or any consequences or Claims directly or indirectly resulting therefrom; or (x) User’s failure, or the failure of any Account Administrators or Authorized Representatives, to properly follow ExpandHR’s instructions with respect to the Services.

NEITHER EXPANDHR NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE PLATFORM, SERVICES, OR EXPANDHR CONTENT WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE, OR SYSTEM FAILURE, OR THE COST OF SUBSTITUTE SERVICES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, OR FROM THE USE OF OR INABILITY TO USE THE PLATFORM, SERVICES, OR CONTENT, WHETHER SUCH DAMAGES ARE BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT EXPANDHR HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO USER. IN NO EVENT WILL EXPANDHR’S TOTAL LIABILITY FOR ANY CLAIMS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR FROM THE USE OF OR INABILITY TO USE THE PLATFORM, SERVICES, OR CONTENT EXCEED THE AMOUNTS USER HAS PAID TO EXPANDHR FOR USE OF THE PLATFORM, SERVICES, OR CONTENT IN THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENTS GIVING RISE TO THE APPLICABLE CLAIM. THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN EXPANDHR AND USER.

21. Duty to Mitigate

If User becomes aware of, or reasonably should have been aware of, any facts, issues, information, or circumstances which are reasonably likely, whether alone or in combination with any other facts, issues, information, or circumstances, to lead to a Claim against ExpandHR or User in connection with this Agreement, User must use reasonable efforts to mitigate any loss that may give rise to such a Claim.

22. Term; Termination; Suspension

The Services and this Agreement will continue until they are terminated by either party. User may terminate the Services and this Agreement through User’s Account. ExpandHR may terminate the Services and this Agreement by giving User at least thirty (30) days’ prior written notice. In addition to ExpandHR’s foregoing termination right, ExpandHR may immediately suspend or restrict User’s Account; suspend or restrict User’s access to the Platform or any Services; block User’s ability to use any particular feature of a Service; or immediately terminate the Services and this Agreement, in each case with or without notice to User, in the event that: (i) ExpandHR has any reason to suspect or believe that User may be in violation of this Agreement; (ii) ExpandHR determines that User’s actions are likely to cause legal liability for or material negative impact to ExpandHR; (iii) ExpandHR believes that User has misrepresented any data or information or that User has engaged in fraudulent or deceptive practices or illegal activities; (iv) ExpandHR has determined that User is behind in payment of fees for the Services and User has not cured such non-payment within five (5) days of ExpandHR providing User with notice of the non-payment; or (v) User files a petition under the U.S. Bankruptcy Code or a similar state or federal law, or a petition under the U.S. Bankruptcy Code or a similar state or federal law is filed against User. Furthermore, while ExpandHR strives to support a multitude of business and organization types, in certain unique situations, if ExpandHR cannot support the payroll-related filings for User’s business or organization type, ExpandHR may immediately terminate the Services and this Agreement upon written notice to User.

The termination of any of the Services or this Agreement will not affect User’s or ExpandHR’s rights with respect to transactions which occurred before termination. ExpandHR will have no liability for any costs, losses, damages, penalties, fines, expenses, or liabilities arising out of or related to ExpandHR’s termination of this Agreement. Sections 2 (to the extent that there are any unpaid fees for services rendered as of the time of termination of this Agreement), 4, 5, 6, 11, 13, 14, and 16 through 28 of this Agreement, and any sections of the Service Terms which by their nature should survive, will survive and remain in effect even if this Agreement is terminated, cancelled, or rescinded.

Upon termination of any of the Service(s) and/or termination of this Agreement, User’s right to access and use such terminated Services(s) will automatically terminate; provided, however, that ExpandHR will generally continue to provide User with the ability to access User’s Account in a limited capacity with respect to such terminated Service(s) to view and download information that was available in User’s Account at the time of termination of such Service(s) (the “Limited Access Rights”). While User has Limited Access Rights, User must use reasonable efforts to adequately secure, and keep confidential, any passwords or credentials for User’s Account, and any information accessible via User’s Account. ExpandHR may deny the Limited Access Rights to User, or ExpandHR may revoke the Limited Access Rights at any time, in its sole discretion, if it has any reason to believe that User may have at any time breached Section 13 of this Agreement.

23. Changes to the Agreement, Platform, or Service

ExpandHR may modify the Agreement at any time, in ExpandHR’s sole discretion. If ExpandHR does so, ExpandHR shall let User know either by posting the modified Agreement on the Platform or Site or through other communications. It is important that User reviews the Agreement whenever ExpandHR modifies it because if User continues to use the Platform or Services after ExpandHR has notified User of the modification and the modified Agreement has been posted on the Platform or Site, User is indicating to ExpandHR that User agrees to be bound by the modified Agreement. If User does not agree to be bound by the modified Agreement, then User may not continue to use the Platform or Services. Because the Platform and Services are evolving over time, ExpandHR may change or discontinue all or any part of the Platform, Services, or ExpandHR Content at any time and without notice, at ExpandHR’s sole discretion.

24. Governing Law

This Agreement shall be interpreted and construed in accordance with the laws of the State of California, without regard to the conflicts of laws principles thereof.

25. Arbitration

Notwithstanding any other provision in this Agreement, and except as otherwise set forth in this section, if either User or ExpandHR has any dispute, controversy, or claim, whether founded in contract, tort, statutory, or common law, concerning, arising out of, or relating to this Agreement, the Platform, or the Services, including any claim regarding the applicability, interpretation, scope, or validity of this arbitration clause and/or this Agreement (each of the foregoing, a “Legal Claim”) that cannot be resolved directly between User and ExpandHR, then such Legal Claim will be settled by individual (not class or class-wide), confidential, binding arbitration administered by the American Arbitration Association (“AAA”) in accordance with the then-current Commercial Arbitration Rules and Mediation Procedures of the AAA (the “AAA Rules”), including any expedited procedures. To initiate an arbitration proceeding, an arbitration claim must be submitted by the claimant (the “Claimant”) to the AAA, and a written Demand for Arbitration must be provided to the other party (the “Opposing Party”), pursuant to the AAA Rules. Arbitration hearings will be held in San Francisco, California or any other location that is mutually agreed upon by User and ExpandHR. A single arbitrator will be mutually selected by ExpandHR and User and shall be (i) a practicing attorney licensed to practice law in California or a retired judge; and (ii) selected from the arbitrators on the AAA’s roster of commercial dispute arbitrators who have a background in payroll, health insurance, human resources, and/or online commerce law (or if there are no such arbitrators, then from the arbitrators on the AAA’s roster of commercial dispute arbitrators) (collectively, the “Arbitrator Requirements”). If ExpandHR and User cannot mutually agree upon an arbitrator within ten (10) days of the Opposing Party’s receipt of the Demand for Arbitration from the Claimant, then the AAA shall appoint a single arbitrator that satisfies the Arbitrator Requirements. The arbitrator will follow the law and will give effect to any applicable statutes of limitation. The prevailing party shall be entitled to an award of the costs and expenses of the arbitration, including reasonable attorneys’ fees and expert witness fees. The award rendered by the arbitrator shall be final and binding upon User and ExpandHR. A judgment on the award may be entered and enforced in any court of competent jurisdiction. ExpandHR may, in its sole discretion, commence an action in any state or federal court of competent jurisdiction within the County of San Francisco, California, for any monetary amounts that User owes to ExpandHR (each, an “Action”). User hereby waives any objection to jurisdiction or venue, or any defense claiming lack of jurisdiction or improper venue, in any Action brought by ExpandHR in such courts.

User and ExpandHR agree and acknowledge that this Agreement evidences a transaction involving interstate commerce and that the Federal Arbitration Act (Title 9 of the United States Code) shall govern the interpretation, enforcement, and proceedings pursuant to the arbitration clause in this Agreement. USER FURTHER ACKNOWLEDGES, UNDERSTANDS, AND AGREES THAT USER AND EXPANDHR ARE EACH WAIVING THEIR RESPECTIVE RIGHTS TO A TRIAL BY JURY AS TO DISPUTES HEREUNDER AND THAT USER IS WAIVING ITS RIGHT TO PARTICIPATE IN ANY CLASS ACTION PROCEEDING ARISING FROM THIS AGREEMENT.

26. ExpandHR Is Not Responsible for Things ExpandHR Cannot Control

ExpandHR is not responsible or liable for any delays or failures in performance from any cause beyond ExpandHR’s control, including, but not limited to, acts of God, changes to laws or regulations, embargoes, wars, terrorist acts, acts or omissions of third-party technology providers, riots, fires, earthquakes, floods, power outages, strikes, weather conditions, acts of hackers, acts of internet service providers, acts of any other third party, or acts or omissions of User.

Without limiting the generality of the foregoing or Section 18, the Platform and the Services rely on third-party technology and services, such as application programming interfaces, for Third-Party Services and web hosting services. Any change to the products or services offered by any of these third-party providers may materially and adversely affect, or entirely disable, User’s use of or access to the Platform and the Services. Likewise, ExpandHR cannot guarantee that any User Content hosted on a third-party server will remain secure.

27. General

This Agreement, including all applicable Service Terms, constitutes the entire agreement between ExpandHR and User regarding the Platform, Services, and Content and replaces all prior understandings, communications, and agreements, oral or written, regarding this subject matter. This Agreement may be modified only by a written amendment signed by the parties or as otherwise provided in Section 23. If any part of this Agreement is deemed to be unenforceable or invalid, that section will be removed without affecting the remainder of the Agreement. The remaining terms will be valid and enforceable. User may not assign this Agreement, by operation of law or otherwise, without ExpandHR’s prior written consent. Any attempt by User to assign or transfer this Agreement, without such consent, will be null. ExpandHR may freely assign or transfer this Agreement without restriction. The provisions of this Agreement shall inure to the benefit of, and be binding upon, the parties and their respective successors and permitted assigns.

Any notices or other communications provided by ExpandHR under this Agreement, including those regarding modifications to this Agreement, will be given: (i) via email; or (ii) by posting to the Platform. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is given. For notices made by posting to the Platform, the date of such posting will be deemed the date that notice is given. ExpandHR’s failure to enforce any right or provision of this Agreement will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of ExpandHR. Except as expressly set forth in this Agreement, the exercise by either party of any of its remedies under this Agreement will be without prejudice to its other remedies under this Agreement or otherwise.

28. Electronic Transmission

This Agreement, and any amendments hereto, by whatever means accepted, shall be treated in all manner and respects as an original contract and shall be considered to have the same binding legal effect as if it were an original signed version thereof, delivered in person. Neither party hereto shall argue that a contract was not formed hereunder based on either (i) the use of electronic means to deliver a signature or to indicate acceptance of this Agreement or (ii) the fact that any signature or acceptance of this Agreement was transmitted or communicated through electronic means; and each party forever waives any related defense.

29. Contact Information

If User has any questions about this Agreement, the Platform, or the Services, User may contact ExpandHR at support@ExpandHR.com or (855) 880-1886. ExpandHR, the provider of the Services, mailing address is at 1490 Union Ave #165 Memphis, TN 38104 If User is a California resident, User may report complaints regarding the Services by contacting the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs at:

Department of Consumer Affairs
Consumer Information Division
1625 North Market Blvd., Suite N 112
Sacramento, CA 95834
Phone Number: (800) 952-5210

ExpandHR Human Resources Service Terms

Last updated March 1, 2022

These Human Resources Service Terms (these “HR Terms”), together with the ExpandHR Terms of Service Agreement available at www.expandhr.co/terms  (the “ExpandHR Terms”) (collectively, the “HR Agreement”), set forth the terms and conditions under which DelShan, Inc., a Tennessee corporation doing business as ExpandHR (“ExpandHR”), agrees to provide to Users certain human resources (“HR”) services (the “HR Services”), through Expand’s website, www.expandhr.co (the “Site”).

These HR Terms are “Service Terms” under the ExpandHR Terms. Capitalized terms used but not otherwise defined in these HR Terms shall have the meanings ascribed to such terms in the ExpandHR Terms. The HR Agreement is a legally binding agreement between User and ExpandHR. User is encouraged to read the HR Agreement carefully and to save a copy of it for User’s records. If User is agreeing to these HR Terms on behalf of a business or an individual other than User, User represents and warrants that User has authority to bind that business or other individual to the HR Agreement, and User’s agreement to these terms will also be treated as the agreement of such business or individual. In that event, “User” (as defined in the ExpandHR Terms) also refers to that business or individual. By (i) clicking the applicable button to indicate User’s choice of a Complete or Concierge Service Plan, (ii) clicking the applicable button to indicate User’s choice to upgrade to a Complete or Concierge Service Plan, (iii) clicking the applicable button to indicate User’s acceptance of the HR Agreement, or (iv) accessing or using the HR Services, User accepts the HR Agreement, and User agrees, effective as of the date of such action, to be bound by the HR Agreement.

1. These HR Terms Are Part of and are Governed by the ExpandHR Terms

The terms and conditions of the ExpandHR Terms agreed to in connection with the creation of User’s Account, including but not limited to all representations, warranties, covenants, disclaimers, limitations on liability, agreements, and indemnities relating to the Services, are incorporated herein by reference, and User acknowledges and agrees that the representations, warranties, covenants, disclaimers, limitations on liability, agreements, and indemnities contained in the ExpandHR Terms shall remain in full force and effect to the full extent provided therein.

If the terms and conditions of these HR Terms conflict with the terms and conditions of the ExpandHR Terms, the terms and conditions of these HR Terms shall control with respect to the provision of the HR Services.

THE EXPANDHR TERMS, AVAILABLE AT WWW.EXPANDHR.COM/ABOUT/TERMS, CONTAIN IMPORTANT INFORMATION REGARDING LIMITATIONS OF EXPANDHR’S LIABILITY, EXPANDHR’S WARRANTY DISCLAIMERS, USER’S INDEMNIFICATION OBLIGATIONS, USER’S DUTY TO MITIGATE DAMAGES, THE LAW GOVERNING THE HR AGREEMENT, AND DISPUTE RESOLUTION PROCEDURES THEREUNDER.

  1. ExpandHR’s Provision of the HR Services is Governed by the HR Agreement

Subject to the terms and conditions of the HR Agreement, ExpandHR agrees to use commercially reasonable efforts to provide User the HR Services in accordance with the HR Agreement.

  1. The HR Support Center is Governed by the HR Support Center Terms

ExpandHR partners with HRAnswerLink, Inc., an independent third party (“HRAnswerLink”), to provide additional HR resources (the “HR Support Center”) that are separate from ExpandHR’s HR Services. The HR Support Center is directly provided to Users by HRAnswerLink and is made available to Users that have subscribed to the Enterprise or Concierge Service Plan and agreed to the HR Support Center Terms. ExpandHR makes the HR Support Center available to such Users via links published on the HR Resource Center page on the ExpandHR Platform. The HR Support Center includes resources such as (i) informational materials on HR topics, and (ii) online forms and an “Ask the Pro” hotline for Users to submit HR questions to HRAnswerLink’s HR Pros. If you do not agree to the HR Support Center Terms, then you may not use the HR Support Center.

User agrees to not share any Protected Health Information (as that term is defined in 45 C.F.R. Part 160) with HRAnswerLink at any time, in any format, including, but not limited to, electronically through the HR Support Center or verbally through the “Ask the Pro” hotline.

  1. Obligations Under the ExpandHR Terms

In addition to the obligations specified in these HR Terms, User has certain obligations under the ExpandHR Terms, including but not limited to obligations to (i) designate an Account Administrator; (ii) be responsible for actions taken under User’s Account; (iii) provide accurate, timely, and complete information required for ExpandHR to perform the HR Services and maintain the accuracy and completeness of such information; (iv) refrain from taking certain prohibited actions, as described in further detail in Section 8 (User Is Responsible for Certain Information and Obligations Relating to the Services), Section 10 (Third-Party Services, Websites, and Resources), and Section 13 (General Prohibitions) of the ExpandHR Terms.

  1. HR Services

Provided that User meets User’s obligations and complies with the terms of the HR Agreement, then as long as User is enrolled in the Enterprise or Concierge Plan, as detailed at https://ExpandHR.com/product/pricing, ExpandHR will provide User with the HR Services. The HR Services shall include ExpandHR (i) providing certain customizable letters, agreements, and personnel documents (the “HR Templates”); (ii) assisting with employee onboarding; and (iii) providing the paid-time off requests, employee directory, organizational chart, Document Vault (as defined below), and employee surveys features.

User acknowledges that any information provided by ExpandHR through the HR Services is intended for User’s general use, does not constitute legal advice, and should only be used as a starting point. To the extent legal advice is required, User should consult with an attorney. User is ultimately responsible for its compliance with all federal, state, and local laws, and any citations, fines, penalties, or costs associated with noncompliance. ExpandHR encourages Users to consult with attorneys or HR professionals in their jurisdiction with regards to employment issues or questions specific to their organization and/or circumstances. ExpandHR neither controls nor takes responsibility for any decisions made by User or User’s organization as to hiring, employment, advancement, termination, or compensation of any employee or contractor.

  1. Proprietary Rights

User acknowledges that the HR Templates constitute ExpandHR Content. User acknowledges and affirms that User shall not use ExpandHR Content contrary to any provisions set forth in the ExpandHR Terms, including but not limited to, Section 11 (Proprietary Rights) and Section 13 (General Prohibitions).

Through the HR Services, ExpandHR may expressly permit User to modify or edit certain HR Templates. HR Templates are ExpandHR Content; however, once personalized or modified, HR Templates become “Modified Content.” ExpandHR grants User a limited, revocable, non-sublicensable license to use, reproduce, copy, and distribute the ExpandHR Content contained within the Modified Content, solely for User’s internal business purposes, for as long as User meets User’s payment obligations and complies with the terms of the HR Agreement.

User agrees that User has no ownership rights in any of the ExpandHR Content contained within the Modified Content, including, without limitation, the ExpandHR logo, designs, text, graphics, pictures, information, and the selection and arrangement thereof. User agrees that User shall not (i) resell, (ii) publicly distribute, perform or display, (iii) modify or make derivative works of; or (iv) use for any commercial, improper, or unauthorized purpose, any ExpandHR Content or Modified Content. Notwithstanding the foregoing, User may individually distribute and otherwise use the Modified Content, such as offer letters, for User’s internal business use.

  1. Document Vault

Certain Users may upload User Content and Modified Content to be stored on the Site (the “Document Vault”) and post User Content and Modified Content to specific user accounts (the “Employee Pages”). User acknowledges and affirms that all files such User digitally uploads or posts to the Document Vault or Employee Pages, on an individual basis or on behalf of the organization, comply with the ExpandHR Terms, including the first bullet of Section 13 (General Prohibitions), Section 14 (ExpandHR’s Rights to Monitor User Content and Conduct), and Section 17 (The Platform Can Cause Irrevocable Damage to User Content). If User digitally uploads or posts files to the Document Vault that violate the ExpandHR Terms or ExpandHR’s storage quota, as determined by ExpandHR in its sole discretion, ExpandHR may suspend or terminate User’s access to the Document Vault. If User is an employer, then User represents that User has provided any and all notices and information to its employees regarding the foregoing, in compliance with all applicable laws. User further represents that User has obtained consent from any party, to the extent User is legally or contractually obligated to obtain such consent, prior to the uploading and sharing of User Content and Modified Content to Employee Pages.

User may view and/or download certain documents that User uploads to the Document Vault or to which User has been given viewing and/or downloading rights by another User. If User is an employer, then if User has granted its employees with viewing and/or downloading access to documents accessible via their Employee Pages, User may not be able to restrict or terminate such access at a later point. User acknowledges that ExpandHR is not responsible for the content, validity, or enforceability of any documents uploaded to the Document Vault or any data contained within those documents.

From time to time, scheduled system maintenance or emergency maintenance may occur, and during such periods, the documents uploaded to the Document Vault may be inaccessible and unavailable, with or without notice to User.

ExpandHR Payroll Terms

SurePayroll User Terms Of Use

Effective Date: October 15, 2021

THE SOFTWARE APPLICATIONS MADE AVAILABLE TO YOU BY SUREPAYROLL, INC. AND/OR ITS PARENT COMPANY, PAYCHEX, INC. (“SUREPAYROLL” OR “COMPANY”) THROUGH ITS WEBSITE(S) AND/OR MOBILE APPLICATIONS (“SITE”) ARE SUBJECT TO THE FOLLOWING TERMS OF USE (“TERMS”), AND THE SUREPAYROLL PRIVACY STATEMENT (ACCESSIBLE ON SUREPAYROLL.COM). BY ACCESSING OR USING THE SITE, SOFTWARE APPLICATIONS, AND/OR THE SERVICE(S) (COLLECTIVELY REFERRED TO AS “SOFTWARE”, YOU AGREE TO BE BOUND BY THESE TERMS. IF YOU AGREE TO THESE TERMS ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY (THE “ORGANIZATION”), YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND THE ORGANIZATION TO THESE TERMS AND, IN SUCH EVENT, “YOU” OR “YOUR” WILL REFER AND APPLY TO YOU AS AN INDIVIDUAL AND TO THE ORGANIZATION. IF YOU HAVE ENTERED INTO ANOTHER AGREEMENT WITH COMPANY, THEN THESE TERMS SHALL CONTROL WHERE ANY CONFLICT EXISTS.

Software Limitations. The Software may contain software obtained from third party licensors (“Third Party Software”). You may not:

  1. use the Software or Third-Party Software for software development or application development purposes;
  2. distribute Software or Third-Party Software;
  3. attempt to disassemble Software or Third-Party Software code; or
  4. attempt in any manner to reconstruct, discover, reuse or modify any source code or underlying algorithms of Software or Third-Party Software, except to the limited extent as is permitted by law notwithstanding contractual prohibition.

Intellectual Property. The information available through the Software is the property of Company, or its licensors, and is protected by copyright, trademark, international treaties and other intellectual property laws. Company, or its licensors, owns all rights, title, and interest, including, but not limited to, copyright, patent, trade secret, and all other intellectual property rights, in the Software. If you are ever held or deemed to be the owner of any copyright rights in the Software or any changes, modifications, or corrections to the Software, you hereby irrevocably assign to Company all such rights, title, and interest. You are granted a limited, non-transferable, non-exclusive right to access and use the Software.

You may not modify, copy, distribute, transmit, display, publish, sell licenses, create derivative works, or otherwise use any information available through the Software for commercial purposes. You acknowledge that the Software contains valuable trade secrets and confidential information owned by Company or third parties. You agree that you will not, directly or indirectly: (i) sell, lease, assign, sublicense, or otherwise transfer; (ii) duplicate, reproduce, or copy; (iii) disclose, divulge, or otherwise make available to any third party; (iv) use, except as authorized by Company in these Terms or another agreement; or (v) decompile, disassemble, or otherwise analyze for reverse engineering purposes the Software. You agree to notify Company immediately of any unauthorized use or disclosure of any trade secrets or confidential information and to cooperate in remedying such unauthorized use or disclosure.

The Company name, the Company logo, and all related names, logos, product and service names, designs, and slogans are trademarks of Company or its affiliates or licensors. The trademarks, service marks, trade names, trade dress, logos, designs, and/or any sounds associated with the Software are owned by Company. You must not use such marks without the prior written permission of Company. All other names, logos, product and service names, designs, and slogans in the Services or Software are the trademarks of their respective owners. Company does not grant any license or other authorization to any user of such copyrightable material, or any other intellectual property, by including them in the Software.

Liability of Company’s Licensors and Suppliers. You acknowledge and agree that, to the maximum extent permitted by law, Company and its licensors or suppliers will not be liable for any damages, claims, losses, costs, or any other liabilities arising out of or in connection with the Software or your use of or inability to use the Software, whether in contract, tort (including negligence), product liability, or any other legal theory.

Security, Privacy, and Confidentiality. Any communication to Company through the Software will be treated by Company as a communication authorized by you. It is solely your responsibility to maintain the security and confidentiality of your account credentials and the information and services accessible through your account. You are not permitted to share or sell your account credentials to any third-party, unless authorized. If you suspect fraudulent or abusive activity relating to your account, or if your credentials have been lost, stolen or compromised in any way, you agree to immediately i) change your potentially compromised credentials, ii) notify the Organization, and iii) notify Company, if you are using the Software on behalf of  the Organization.

You agree that Company may access your account to assist in configuration, provide ongoing support, and perform administrative functions. You acknowledge and agree that you are responsible for: (i) the accuracy, integrity, and legality of any information you submit through the Software; and (ii) any action taken with respect to your account.  You acknowledge and agree that you, either directly or through the Organization, have consented to Company’s collection and use of your information, and that the Organization is responsible for your data privacy in relation to your information.

You understand and acknowledge that, in order to provide services to the Organization and/or in order to provide you with access to the Software, Company has contact information which may include but not be limited to full name, street address, email address and phone number, including mobile phone number (“Contact Information”). You acknowledge that Company and/or the Organization may use Contact Information to contact you regarding the services or Software, regardless of the individual user preferences that you may set for certain notifications or communications, and that you consent to such use. If you wish to withdraw your consent to use Contact Information, you must either remove the Contact Information from the Software or contact the Organization directly to remove it.

You understand and acknowledge that third parties may perform and/or be involved in the performance of some of the services you access or receive through the Software and/or from Company. See the Company Privacy Statement for more information on how business, financial and personal information is transmitted, used and protected.

Prohibited Uses.
You may use the Software as authorized by the Organization and/or Company and only for lawful purposes and in accordance with these Terms. You agree not to use the Software:

  • In any way that violates any applicable federal, state, local, or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries).
  • For the purpose of exploiting, harming, or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information, or otherwise.
  • To send, knowingly receive, upload, download, use, or re-use any material that does not comply with these Terms.
  • To transmit, or procure the sending of, any advertising or promotional material, without our prior written consent, including any “junk mail,” “chain letter,” “spam,” or any other similar solicitation.
  • To impersonate or attempt to impersonate Company, a Company employee, another user, or any other person or entity (including, without limitation, by using email addresses or account log-in information associated with any of the foregoing).
  • To engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Software, or which, as determined by us, may harm the Company or users of the Software, or expose them to liability.

Additionally, you agree not to:

  • Use the Software in any manner that could disable, overburden, damage, or impair the Site or interfere with any other party’s use of the Software, including their ability to engage in real time activities through the Software.
  • Use any robot, spider, or other automatic device, process, or means to access the Software for any purpose, including monitoring or copying any of the material on the Software.
  • Use the Software for any other purpose not expressly authorized in these Terms or the Organization’s Services Agreement with Company, if applicable, without our prior written consent.
  • Use any device, software, or routine that interferes with the proper working of the Software.
  • Introduce any malicious software which may include viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful.
  • Attempt to gain unauthorized access to, interfere with, damage, or disrupt any part of the Software, the server on which the Software is stored, or any server, computer, or database connected to the Software.
  • Attack the Software via a denial-of-service attack or a distributed denial-of-service attack.
  • Otherwise attempt to interfere with the proper working of the Software.‌

Content and Materials. You acknowledge that Company is not rendering legal, tax, accounting, or investment advice in connection with the services and/or your use of the Software. Company is not responsible for your compliance with, nor will Company provide legal or other financial advice, with respect to applicable federal, state, or local and international laws, regulations, or ordinances (collectively “Laws”). You and the Organization are responsible for your compliance with all applicable Laws.

Electronic Communications. When you use the Software or send emails to Company, you are communicating with Company electronically. You consent to receive communications from Company electronically, and Company may communicate with you by emails or by posting notices on or through the Software. You agree that all agreements, notices, disclosures, and other communications that Company provides to you electronically satisfy any legal requirement that such communications be in writing.

Potential Disruption of Service. Access to the Software may from time to time be unavailable, delayed, limited, or slowed due to, among other things, hardware and/or software failures, errors, or bugs; acts of God, war, or terrorism; or acts of any governmental body. Company shall not be liable for any delay or failure to perform resulting from these or other causes outside of its control.

Amendments. Company may modify any provision of these Terms by updating the link to these Terms on the login page. Your continued use of the Software after the effective date of the revised Terms constitutes acceptance of the Terms.

Termination. Company reserves the right to limit, suspend, or terminate your access to the Software, without notice, at any time for any reason. Company reserves the right to change or discontinue, temporarily or permanently, the Software, and those products and services available on the Software, including but not limited to revising and/or deleting features or other information without prior notice. You agree that Company will not be liable to you for any damages resulting from its modification, suspension, discontinuance, or deletion of the Software, any elements comprising the Software, or any products or services available on or through the Software. We reserve the right, at our sole discretion, immediately and without notice to you, to suspend or terminate your account and/or your ability to access the Software for any reason.

Disclaimer of Warranties.

YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOUR USE OF THIS SOFTWARE (INCLUDING ALL INFORMATION AND MATERIALS CONTAINED ON THE SOFTWARE) IS AT YOUR SOLE RISK, AND IS PROVIDED “AS IS” AND “AS AVAILABLE,” WITH ALL FAULTS. COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND WITH REGARD TO THE SOFTWARE, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, TITLE, NONINFRINGEMENT OF THIRD PARTY RIGHTS, FREEDOM FROM VIRUSES OR OTHER HARMFUL CODE, OR ARISING FROM A COURSE OF DEALING, LOSS OF DATA OR LOST PROFITS, USAGE OR TRADE PRACTICE. COMPANY WILL NOT BE LIABLE FOR ANY DELAY, DIFFICULTY IN USE, INACCURACY OF INFORMATION, COMPUTER VIRUSES, MALICIOUS CODE, OR OTHER DEFECTS IN THE SOFTWARE, OR FOR THE INCOMPATIBILITY BETWEEN THE SOFTWARE AND FILES AND THE USER’S BROWSER OR OTHER SITE ACCESSING PROGRAM. COMPANY MAKES NO WARRANTY OF ANY KIND THAT THE SOFTWARE, OR ANY SERVICES OR RESULTS OF THE USE THEREOF, WILL MEET YOUR OR ANY OTHER PERSON’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY OF YOUR OR ANY THIRD PARTY’S SOFTWARE, SYSTEM OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.

Limitation of Liability. YOU ACKNOWLEDGE AND AGREE THAT COMPANY is not liable for any consequences, losses, claims, expenses, demands, damages, or liability resulting from your breach or failure to comply with these terms, including any unauthorized access to, or use of, the Software. YOU FURTHER UNDERSTAND AND AGREE THAT COMPANY AND ITS LICENSORS SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE DAMAGES, OR FOR LOST PROFITS OR LOST DATA OR COMPUTER FAILURE OR MALFUNCTION ARISING OUT OF THE USE OR INABILITY TO USE THE SOFTWARE OR ANY RELATED COMPONENT OR SERVICES OR ANY FAILURE OR DELAY IN DELIVERING SERVICES, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Indemnification. You agree to indemnify, defend, and hold Company, and its affiliates, respective officers, directors, and employees harmless from any and all claims, costs, attorneys’ fees (including in-house counsel fees), and expenses resulting from or arising in connection with : (i) your misuse of, or inability to use, the Software; (ii) your violation of any of the Terms; (iii) your violation of any rights of another party, including any other user of the Software; or (iv) your violation of any applicable Laws.

Governing Law. These Terms are governed by the Governing Law of the Organization’s Services Agreement with Company. In the event the Organization is accessing or using the Software in a test environment and has not yet entered into a Services Agreement, these Terms and all aspects of the relationship between Company and the Organization shall be governed by the laws of Illinois, without regard to, or application of, its conflict of laws, rules and principles.

Assignment. The Agreement may not be assigned by you to any third parties without the prior written consent of Company. Any assignment made without such consent will be null and void.

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