Trez: Terms of Service
Payroll Terms of Service
Last updated: 10/08/23
Welcome to Trez! These Payroll Terms of Service (the "Payroll Terms") are entered into between you (referred to in these Payroll Terms as “you” or “your”) and Trez, Inc., its subsidiaries and affiliates (collectively, “Trez”). The Payroll Terms outline the rules and regulations governing your use of the Payroll Services provided by Trez. By using the Payroll Services, you agree to be bound by these Payroll Terms, and our General Terms of Service. Please read these terms carefully before using the Payroll Services. In providing the Payroll Services, Trez may integrate services from another party. By using the Payroll Services, you agree to be bound by the terms of use from said service provider. Currently, Trez partners with Salsa who has the current terms of use:
The Payroll Services provided by Trez allow you to manage payroll calculations, payments, and tax reporting for your employees and independent contractors. By using the Payroll Services, you represent that you have the authority to bind the business or entity you are using the services for to these Payroll Terms. Additionally, you understand and acknowledge that you are solely responsible for ensuring that all information you provide to Trez for payroll processing purposes is accurate, reliable, and complete. You further acknowledge and agree that Trez is not responsible for any errors or omissions in the information you provide, and that you assume all liability for any penalty, interest, or other liability that may result from inaccurate or incomplete information.
You are also responsible for verifying the identity and work authorization of your employees and independent contractors in accordance with applicable laws. Trez will rely on the information you provide. You acknowledge and agree that Trez is not obligated to independently verify the accuracy of this information.
You agree to indemnify and hold Trez Inc. harmless from any liability resulting from your failure to comply with applicable laws or to provide accurate information. While the Payroll Services provide tools to help you manage your payroll obligations, it is your sole responsibility to comply with all applicable laws, including wage and hour laws. Additionally, the Payroll Services may not include all of the features and functionality necessary to meet the specific requirements of your business. Therefore, you should consult with qualified legal and financial professionals to ensure that you are complying with all applicable laws and regulations.
Finally, if any of your employees or independent contractors request access to their personal payroll information from Trez Inc., we may, at our discretion, provide this information directly to them without further notice to you. You agree to indemnify and hold Trez Inc. harmless from any liability resulting from your failure to respond to such requests in a timely and appropriate manner. If, in your use of the Payroll Services, Trez believes that you may be or alleged to be, in violation of the these Payroll Terms, Terms of Service Agreement, any applicable laws or regulations, Trez may prohibit your use of the Payroll Services.
Thank you for using Trez! If you have any questions or concerns about these Payroll Terms, please contact us at hola@trez.co.
Terms of Service Agreement
Last updated October 8, 2023
This Terms of Service Agreement (this “Agreement”) is made and entered into by and between you, as a User (as defined below), and Trez, Inc. and its subsidiaries and affiliates (collectively, “Trez”). This Agreement contains the terms and conditions that govern the use of Trez’s all-in-one platform (the “Platform”). Trez directly, and through its website (https://Trez.co) and the associated domains thereof (the “Site”), offers customers the products and services listed at https://Trez.com/product/pricing (as such list may be updated, modified, or otherwise changed from time to time, individually, a “Service” and 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 individual 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 Trez 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
Trez’s provision of any Service is subject to the terms of this Agreement and any supplemental terms referenced herein or which Trez 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.
Service Plan Service Terms
Core Payroll Service Terms
Trez’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://Trez.com/product/pricing, as updated from time to time. User authorizes Trez 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 (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). 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 or the whole 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, Trez 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 Trez may deem acceptable in its sole discretion. All fees are non-refundable. User agrees to reimburse Trez for any sales, use, and similar taxes arising from the provision of the Services that any federal, state, or local governments may impose. Trez may charge additional fees for exceptions processing, setup, and other special services (including optional add-on services).
Trez 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 increase or change 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 Trez is unable to collect fees owed 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
Trez 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://Trez.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 Trez (an “Account”). During registration the Platform may ask you for information, which may include, your name and other personal information “Account Information”. You must provide accurate and complete information in response to our questions, and you must keep that information current. User hereby authorizes Trez to obtain and store User’s Account information as necessary to make the Platform available to User. Trez reserves the right to change the account type, suspend or terminate the Account of any User who provides inaccurate, untrue, or incomplete information, or who fails to comply with the account registration requirements.
5. Who May Use the Platform
User may use the Platform only if: User is eighteen (18) years of age or older, is of legal capacity to enter into agreements int the jurisdiction where User resides and is not barred from using the Services under applicable law. User represents and warrants that it: has authority and capacity to enter into these Terms, and has authorized representative authority to enter into this Agreement if User is accessing the Platform on behalf of a legal entity, company, partnership, or organization.
6. Privacy Policy
Please refer to Trez’s Privacy Policy for information on how Trez collects, uses, and discloses information from Users. User acknowledges and understands that Trez may collect, use, and disclose User’s information pursuant to Trez’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 Trez reasonably believes to be User, an Account Administrator, or an Authorized Representative) directs or instructs Trez to take on its behalf.
In addition, User is solely responsible for (i) following instructions that Trez 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 Trez. Trez reserves the right to prevent access to the Services if Trez 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 Trez with the information required for Trez to perform the Services. User may furnish such information directly to Trez or via an Account Administrator or Authorized Representative, such as User’s accountant. Furthermore, User represents and warrants to Trez that for any information that User shares with Trez, 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 Trez, 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 Trez, whether directly or through an Account Administrator or Authorized Representative, of any changes to the information provided to Trez.
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 Trez (or otherwise made available to User by Trez) for User’s review, and User or its Account Administrators or Authorized Representatives must notify Trez of any inaccuracies in the Materials as soon as possible, or within the time period specified in communications received from Trez.
User, whether directly or through its Account Administrators or Authorized Representatives, is also obligated to promptly notify Trez of any third-party notices that User may receive which could affect Trez’s ability to effectively provide the Services or increase the likelihood that a Claim (as defined below) is brought against User or Trez 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 Trez 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 Trez 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 Trez 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. Trez may ask for User’s name, address, date of birth, social security number, and other information that will allow Trez to identify User. Trez may also ask User to submit a driver’s license or other form of identification. User consents to and authorizes Trez 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. Trez 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, Trez 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 Trez (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. Trez 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. User’s election to receive a Third-Party Service authorizes Trez 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 Trez 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 Trez and for Trez to provide it to Partners, and that Trez’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 Trez to submit User’s Shared Information to a Partner, User has waived and released any Claim against Trez 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. Trez 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. Trez does not maintain control and assumes no responsibility for any third-party links, websites or resources that the Platform may contain. All third party links on the Platform are subject to their own content, privacy, and use policies. User acknowledges its sole responsibility for, and assumes all risk arising from, User’s use of any third-party websites or resources. Trez expressly disclaims all responsibility for any liability or damage or loss, direct or indirect, incurred by the User through third party links.
YOU AGREE THAT TREZ WILL NOT, UNDER ANY CIRCUMSTANCES, BE RESPONSIBLE OR LIABLE, DIRECTLY OR INDIRECTLY, FOR ANY GOODS, SERVICES, INFORMATION, RESOURCES AND/OR CONTENT AVAILABLE ON OR THROUGH ANY THIRD-PARTY SITES AND/OR THIRD-PARTY DEALINGS OR COMMUNICATIONS, OR FOR ANY HARM RELATED THERETO, OR FOR ANY DAMAGES OR LOSS CAUSED OR ALLEGED TO BE CAUSED BY OR IN CONNECTION WITH YOUR USE OR RELIANCE ON THE CONTENT OR BUSINESS PRACTICES OF ANY THIRD-PARTY. Any reference on the Site to any product, service, publication, institution, organization of any third-party entity or individual does not constitute or imply the endorsement or recommendation of Trez.
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 Trez provides to User via the Services shall constitute Trez Content (as defined below). Trez 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 Trez a non-exclusive, transferable, sublicensable, worldwide, royalty-free license, in perpetuity, to use, copy, modify, create derivative works based upon, publicly displayed, publicly performed, and distributed 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 Trez the license rights in User Content under this Agreement. You represent and warrant that your User Content is a) your sole and exclusive property, b) that the posting of your User Content, or our reposting, distribution, display, or transmission of your User Content, does not or will not violate any patent, copyright, or trademark belonging to a third-party. You are fully and solely responsible for the legality of any User Content posted, uploaded, distributed, or shared by you. User Content is subject to the provisions of Section 13, and Trez has the right to remove User Content from the Platform in accordance with Section 14.
Trez respects the intellectual property rights of others. Per the Digital Millennium Copyright Act (“DMCA”), Trez will respond expeditiously to claims of copyright infringement on the Platform if submitted to Trez’s Copyright Agent as described below. Upon receipt of a notice alleging copyright infringement, Trez will take whatever action it deems appropriate within its absolute and sole discretion, including removal of the allegedly infringing materials and termination of access for repeat infringers of copyright protected content.
If you believe that your intellectual property rights have been violated by Trez or by a third-party who has uploaded materials to our website, the use of Services or use of the Platform, please provide the following information to the designated Copyright Agent; a) description of the copyrighted work or other intellectual property that you claim has been infringed; b) description of where the material that you claim is infringing is located; c) an address, telephone number, and email address where we can contact you and, if different, an email address where the alleged infringing party, if not Trez, can contact you; d) a statement that you have a good-faith belief that the use is not authorized by the copyright owner or other intellectual property rights owner, by its agent, or by law; e) a statement by you under penalty of perjury that the information in your notice is accurate and that you are the copyright or intellectual property owner or are authorized to act on the owner's behalf; f) your electronic or physical signature or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest.
Trez may request additional information before removing any allegedly infringing material. In the event Trez removes the allegedly infringing materials, Trez will immediately notify the person responsible for posting such materials that Trez removed or disabled access to the materials. Trez may also provide the responsible person with your email address so that the person may respond to your allegations.
Pursuant to 17 U.S.C. 512(c). Trez’s designated Copyright Agent can be reached by emailing support@trez.com Attn: Trez Copyright Agent.
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. Trez is not responsible or liable for the removal or deletion of (or the failure to remove or delete) any User Content.
YOU AGREE THAT IF ANYONE BRINGS A CLAIM AGAINST TREZ RELATED TO USER CONTENT THAT YOU POST, THEN, TO THE EXTENT PERMITTED BY LAW, YOU AGREE TO INDEMNIFY AND HOLD TREZ HARMLESS FROM AND AGAINST ALL DAMAGES, LOSSES, AND EXPENSES OF ANY KIND (INCLUDING REASONABLE ATTORNEYS’ FEES) ARISING FROM ANY SUCH CLAIM.
Trez’s Intellectual Property Rights; Limited Licenses Granted
“Trez 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 Trez, other than User Content. User Content and Trez Content shall be collectively referred to herein as “Content.” Trez and its licensors exclusively own all worldwide right, title, and interest in and to the Trez Content, and also in and to the Platform and the Services, including in each case all associated intellectual property rights (“Trez IP”). User acknowledges that the Platform, Services, and Trez 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 Trez Content. This Agreement does not convey any proprietary interest in or to any Trez IP or rights of entitlement to the use thereof except as expressly set forth herein. Under no circumstances will you acquire any ownership rights or other interest in any content by or through your use of this Platform. Any feedback, comments, and suggestions User may provide for improvements to the Platform, Services, or Trez Content (“Feedback”) is given entirely voluntarily and Trez 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 Trez in response to any surveys Trez conducts, through any available technology, about User’s experience.
Subject to User’s compliance with this Agreement, Trez grants User a limited, non-exclusive, non-transferable, non-sublicensable license to access, view, and download Trez 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
Trez 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 Trez’s Customer Care team. Message frequency may vary. Standard message and data rates may apply. Note that Trez 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) Trez Content or any individual element within the Site, Platform, or Services, including Trez’s name and any Trez trademark, logo, or other proprietary information, in each case, without Trez’s express prior written consent;
Access, tamper with, or use non-public areas of the Platform, Services, Trez’s computer systems, or the technical delivery systems of Trez’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 Trez in Trez’s sole discretion) an unreasonable or disproportionately large load on Trez’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 (such prohibited “scraping” includes, but is not limited to, (i) the use of any automated process or software that sends more requests to Trez’s Platform than a human could reasonably produce in the same period of time in order to extract Content from the Platform or Services, and; (ii) the sharing of User’s Account credentials with a third party service in order for such third party service to impersonate User and extract Content from the Platform or Services via automatic processes) without Trez’s express written consent;
Attempt to probe, scan, or test the vulnerability of any Trez system or network or breach any security or authentication measures;
Avoid, bypass, remove, deactivate, impair, descramble, or otherwise circumvent any technological measure implemented by Trez or any of Trez’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 Trez 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 Trez trademark, logo, URL, or product name without Trez’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.
14. Trez’s Rights to Monitor User Content and Conduct
Although Trez is not obligated to monitor access to or use of User Content or to review or edit any User Content, Trez 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. Trez 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 Trez, at Trez’s sole discretion, considers any User Content to be objectionable or in violation of this Agreement.
Trez has the right to monitor access to and use of the Platform, Services, and user content and to investigate conduct that Trez believes could affect the Platform, Services, or Content, including violations of this Agreement. Trez may also consult and cooperate with law enforcement authorities and administrative agencies to prosecute Users who violate the law.
15. E-Signatures
Trez 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 Trez has no responsibility or liability with respect to such matter.
Trez 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.
Trez 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. Trez Makes No Representations Regarding Platform Availability
Trez 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 TREZ 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. Trez is not in the business of providing legal, regulatory, tax, financial, accounting, employment, or other professional services or advice. Any information provided by Trez 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, Trez’s licensed health insurance brokers may provide professional advice regarding health insurance to Users that subscribe for Trez’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 Trez CONTENT ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND MADE BY Trez. WITHOUT LIMITING THE FOREGOING, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, Trez DOES NOT MAKE AND DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, DATA LOSS, AND NON-INFRINGEMENT. FURTHERMORE, Trez MAKES NO WARRANTIES REGARDING THE ACCURACY, RELIABILITY, TIMELINESS, TRUTHFULNESS, COMPLETENESS, OR QUALITY OF ANY INFORMATION OR Trez CONTENT IN OR LINKED TO THE SERVICES. Trez CANNOT GUARANTEE THE ACCURACY OR COMPLETENESS OF USER CONTENT AND MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO USER CONTENT. Trez DOES NOT WARRANT THAT THE PLATFORM, SERVICES, OR Trez 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, Trez 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. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
If any error results, whether directly or indirectly, from Trez’s reliance on information (or modifications to information) provided by User, an employee, agent or independent contractor of User, an Account Administrator, an Authorized Representative, or anyone that Trez reasonably believes to be User, an employee, agent or independent contractor of User, an Account Administrator, or an Authorized Representative of User (each such error, a “Resulting Error”), then Trez will attempt to correct the Resulting Error, but Trez makes no warranties or guarantees that it will be able to partially or fully correct the Resulting Error.Trez 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 Trez 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.
Trez 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 Trez 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) Trez’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 Trez or any other Indemnified Party undertakes in connection with the Services or this Agreement at the direct request or instruction of anyone that Trez 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) Trez’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 Trez’s instructions with respect to the Services.
20. Limitation of Liability
Trez 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, Trez 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 Trez’s instructions with respect to the Services.
NEITHER Trez NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE PLATFORM, SERVICES, OR Trez CONTENT WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY (PUNITIVE), OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF REVENUE, 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 Trez 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 Trez’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 Trez 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 Trez AND USER.THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW. THIS SECTION SHALL SURVIVE THE EXPIRATION OR TERMINATION OF THIS AGREEMENT. THIS SECTION SHALL SURVIVE THE EXPIRATION OR TERMINATION OF THIS AGREEMENT.
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 Trez 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. Trez may terminate the Services and this Agreement by giving User at least thirty (30) days’ prior written notice. In addition to Trez’s foregoing termination right, Trez 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) Trez has any reason to suspect or believe that User may be in violation of this Agreement; (ii) Trez determines that User’s actions are likely to cause legal liability for or material negative impact to Trez; (iii) Trez believes that User has misrepresented any data or information or that User has engaged in fraudulent or deceptive practices or illegal activities; (iv) Trez 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 Trez 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 Trez strives to support a multitude of business and organization types, in certain unique situations, if Trez cannot support the payroll-related filings for User’s business or organization type, Trez 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 Trez’s rights with respect to transactions which occurred before termination. Trez will have no liability for any costs, losses, damages, penalties, fines, expenses, or liabilities arising out of or related to Trez’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 Trez 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. Trez may deny the Limited Access Rights to User, or Trez 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. Notwithstanding this Section any Release, terms of Arbitration, Disclaimer of Warranties, Limitation of Liabilities, and Indemnification survive any Termination.
23. Changes to the Agreement, Platform, or Service
Trez may modify the Agreement at any time, in Trez’s sole discretion, without notice. If Trez does so, Trez will make its best efforts to 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 Trez modifies it. If User continues to use the Platform or Services after Trez after the changes and modifications have taken effect, User will be deemed to have agreed to be bound by the modified Agreement and terms. 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, Trez may change or discontinue all or any part of the Platform, Services, or Trez Content at any time and without notice, at Trez’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. Subject to and without waiver of the arbitration provisions below, you agree to submit to the personal jurisdiction and venue of the courts located within San Francisco County, California, and waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.
25. Arbitration
Notwithstanding any other provision in this Agreement, and except as otherwise set forth in this section, if either User or Trez 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 Trez, 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. YOU AND TREZ AGREE THAT EACH PARTY MAY BRING DISPUTES AGAINST THE OTHER PARTY ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE PROCEEDING, INCLUDING WITHOUT LIMITATION FEDERAL OR STATE CLASS ACTIONS, OR CLASS ARBITRATIONS. CLASS ACTION LAWSUITS, CLASS-WIDE ARBITRATIONS, PRIVATE ATTORNEY-GENERAL ACTIONS, AND ANY OTHER PROCEEDING WHERE SOMEONE ACTS IN A REPRESENTATIVE CAPACITY ARE NOT ALLOWED. ACCORDINGLY, UNDER THE ARBITRATION PROCEDURES OUTLINED IN THIS SECTION, AN ARBITRATOR SHALL NOT COMBINE OR CONSOLIDATE MORE THAN ONE PARTY'S CLAIMS WITHOUT THE WRITTEN CONSENT OF ALL AFFECTED PARTIES TO AN ARBITRATION PROCEEDING.
You may elect to opt-out (exclude yourself) from the final, binding, individual arbitration procedure and waiver of class and representative proceedings specified in this Agreement by sending us an opt-out notice ( the “Opt-Out”) within thirty (30) days after you create an Account.
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 Trez. A single arbitrator will be mutually selected by Trez 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 Trez 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 Trez. A judgment on the award may be entered and enforced in any court of competent jurisdiction. Trez 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 Trez (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 Trez in such courts.
User and Trez 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 Trez 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. Trez Is Not Responsible for Things Trez Cannot Control (Force Majeure)
Trez is not responsible or liable for any delays or failures in performance from any cause beyond Trez’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, Trez cannot guarantee that any User Content hosted on a third-party server will remain secure.
27. General
This Agreement, including all applicable Service Terms, Payroll Terms constitutes the entire agreement between Trez 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 Trez’s prior written consent. Any attempt by User to assign or transfer this Agreement, without such consent, will be null. Trez 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 Trez 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. Trez’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 Trez. 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. No party to this Agreement 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 Trez at support@Trez.com or (855) 546-1818. Trez, the provider of the Services, is located at 2261 Market St. Ste 5144 San Francisco, CA 94114. 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
Last updated: 10/08/23
Welcome to Trez! These Payroll Terms of Service (the "Payroll Terms") are entered into between you (referred to in these Payroll Terms as “you” or “your”) and Trez, Inc., its subsidiaries and affiliates (collectively, “Trez”). The Payroll Terms outline the rules and regulations governing your use of the Payroll Services provided by Trez. By using the Payroll Services, you agree to be bound by these Payroll Terms, and our General Terms of Service. Please read these terms carefully before using the Payroll Services. In providing the Payroll Services, Trez may integrate services from another party. By using the Payroll Services, you agree to be bound by the terms of use from said service provider. Currently, Trez partners with Salsa who has the current terms of use:
The Payroll Services provided by Trez allow you to manage payroll calculations, payments, and tax reporting for your employees and independent contractors. By using the Payroll Services, you represent that you have the authority to bind the business or entity you are using the services for to these Payroll Terms. Additionally, you understand and acknowledge that you are solely responsible for ensuring that all information you provide to Trez for payroll processing purposes is accurate, reliable, and complete. You further acknowledge and agree that Trez is not responsible for any errors or omissions in the information you provide, and that you assume all liability for any penalty, interest, or other liability that may result from inaccurate or incomplete information.
You are also responsible for verifying the identity and work authorization of your employees and independent contractors in accordance with applicable laws. Trez will rely on the information you provide. You acknowledge and agree that Trez is not obligated to independently verify the accuracy of this information.
You agree to indemnify and hold Trez Inc. harmless from any liability resulting from your failure to comply with applicable laws or to provide accurate information. While the Payroll Services provide tools to help you manage your payroll obligations, it is your sole responsibility to comply with all applicable laws, including wage and hour laws. Additionally, the Payroll Services may not include all of the features and functionality necessary to meet the specific requirements of your business. Therefore, you should consult with qualified legal and financial professionals to ensure that you are complying with all applicable laws and regulations.
Finally, if any of your employees or independent contractors request access to their personal payroll information from Trez Inc., we may, at our discretion, provide this information directly to them without further notice to you. You agree to indemnify and hold Trez Inc. harmless from any liability resulting from your failure to respond to such requests in a timely and appropriate manner. If, in your use of the Payroll Services, Trez believes that you may be or alleged to be, in violation of the these Payroll Terms, Terms of Service Agreement, any applicable laws or regulations, Trez may prohibit your use of the Payroll Services.
Thank you for using Trez! If you have any questions or concerns about these Payroll Terms, please contact us at hola@trez.co.
Terms of Service Agreement
Last updated October 8, 2023
This Terms of Service Agreement (this “Agreement”) is made and entered into by and between you, as a User (as defined below), and Trez, Inc. and its subsidiaries and affiliates (collectively, “Trez”). This Agreement contains the terms and conditions that govern the use of Trez’s all-in-one platform (the “Platform”). Trez directly, and through its website (https://Trez.co) and the associated domains thereof (the “Site”), offers customers the products and services listed at https://Trez.com/product/pricing (as such list may be updated, modified, or otherwise changed from time to time, individually, a “Service” and 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 individual 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 Trez 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
Trez’s provision of any Service is subject to the terms of this Agreement and any supplemental terms referenced herein or which Trez 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.
Service Plan Service Terms
Core Payroll Service Terms
Trez’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://Trez.com/product/pricing, as updated from time to time. User authorizes Trez 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 (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). 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 or the whole 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, Trez 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 Trez may deem acceptable in its sole discretion. All fees are non-refundable. User agrees to reimburse Trez for any sales, use, and similar taxes arising from the provision of the Services that any federal, state, or local governments may impose. Trez may charge additional fees for exceptions processing, setup, and other special services (including optional add-on services).
Trez 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 increase or change 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 Trez is unable to collect fees owed 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
Trez 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://Trez.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 Trez (an “Account”). During registration the Platform may ask you for information, which may include, your name and other personal information “Account Information”. You must provide accurate and complete information in response to our questions, and you must keep that information current. User hereby authorizes Trez to obtain and store User’s Account information as necessary to make the Platform available to User. Trez reserves the right to change the account type, suspend or terminate the Account of any User who provides inaccurate, untrue, or incomplete information, or who fails to comply with the account registration requirements.
5. Who May Use the Platform
User may use the Platform only if: User is eighteen (18) years of age or older, is of legal capacity to enter into agreements int the jurisdiction where User resides and is not barred from using the Services under applicable law. User represents and warrants that it: has authority and capacity to enter into these Terms, and has authorized representative authority to enter into this Agreement if User is accessing the Platform on behalf of a legal entity, company, partnership, or organization.
6. Privacy Policy
Please refer to Trez’s Privacy Policy for information on how Trez collects, uses, and discloses information from Users. User acknowledges and understands that Trez may collect, use, and disclose User’s information pursuant to Trez’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 Trez reasonably believes to be User, an Account Administrator, or an Authorized Representative) directs or instructs Trez to take on its behalf.
In addition, User is solely responsible for (i) following instructions that Trez 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 Trez. Trez reserves the right to prevent access to the Services if Trez 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 Trez with the information required for Trez to perform the Services. User may furnish such information directly to Trez or via an Account Administrator or Authorized Representative, such as User’s accountant. Furthermore, User represents and warrants to Trez that for any information that User shares with Trez, 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 Trez, 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 Trez, whether directly or through an Account Administrator or Authorized Representative, of any changes to the information provided to Trez.
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 Trez (or otherwise made available to User by Trez) for User’s review, and User or its Account Administrators or Authorized Representatives must notify Trez of any inaccuracies in the Materials as soon as possible, or within the time period specified in communications received from Trez.
User, whether directly or through its Account Administrators or Authorized Representatives, is also obligated to promptly notify Trez of any third-party notices that User may receive which could affect Trez’s ability to effectively provide the Services or increase the likelihood that a Claim (as defined below) is brought against User or Trez 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 Trez 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 Trez 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 Trez 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. Trez may ask for User’s name, address, date of birth, social security number, and other information that will allow Trez to identify User. Trez may also ask User to submit a driver’s license or other form of identification. User consents to and authorizes Trez 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. Trez 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, Trez 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 Trez (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. Trez 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. User’s election to receive a Third-Party Service authorizes Trez 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 Trez 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 Trez and for Trez to provide it to Partners, and that Trez’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 Trez to submit User’s Shared Information to a Partner, User has waived and released any Claim against Trez 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. Trez 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. Trez does not maintain control and assumes no responsibility for any third-party links, websites or resources that the Platform may contain. All third party links on the Platform are subject to their own content, privacy, and use policies. User acknowledges its sole responsibility for, and assumes all risk arising from, User’s use of any third-party websites or resources. Trez expressly disclaims all responsibility for any liability or damage or loss, direct or indirect, incurred by the User through third party links.
YOU AGREE THAT TREZ WILL NOT, UNDER ANY CIRCUMSTANCES, BE RESPONSIBLE OR LIABLE, DIRECTLY OR INDIRECTLY, FOR ANY GOODS, SERVICES, INFORMATION, RESOURCES AND/OR CONTENT AVAILABLE ON OR THROUGH ANY THIRD-PARTY SITES AND/OR THIRD-PARTY DEALINGS OR COMMUNICATIONS, OR FOR ANY HARM RELATED THERETO, OR FOR ANY DAMAGES OR LOSS CAUSED OR ALLEGED TO BE CAUSED BY OR IN CONNECTION WITH YOUR USE OR RELIANCE ON THE CONTENT OR BUSINESS PRACTICES OF ANY THIRD-PARTY. Any reference on the Site to any product, service, publication, institution, organization of any third-party entity or individual does not constitute or imply the endorsement or recommendation of Trez.
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 Trez provides to User via the Services shall constitute Trez Content (as defined below). Trez 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 Trez a non-exclusive, transferable, sublicensable, worldwide, royalty-free license, in perpetuity, to use, copy, modify, create derivative works based upon, publicly displayed, publicly performed, and distributed 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 Trez the license rights in User Content under this Agreement. You represent and warrant that your User Content is a) your sole and exclusive property, b) that the posting of your User Content, or our reposting, distribution, display, or transmission of your User Content, does not or will not violate any patent, copyright, or trademark belonging to a third-party. You are fully and solely responsible for the legality of any User Content posted, uploaded, distributed, or shared by you. User Content is subject to the provisions of Section 13, and Trez has the right to remove User Content from the Platform in accordance with Section 14.
Trez respects the intellectual property rights of others. Per the Digital Millennium Copyright Act (“DMCA”), Trez will respond expeditiously to claims of copyright infringement on the Platform if submitted to Trez’s Copyright Agent as described below. Upon receipt of a notice alleging copyright infringement, Trez will take whatever action it deems appropriate within its absolute and sole discretion, including removal of the allegedly infringing materials and termination of access for repeat infringers of copyright protected content.
If you believe that your intellectual property rights have been violated by Trez or by a third-party who has uploaded materials to our website, the use of Services or use of the Platform, please provide the following information to the designated Copyright Agent; a) description of the copyrighted work or other intellectual property that you claim has been infringed; b) description of where the material that you claim is infringing is located; c) an address, telephone number, and email address where we can contact you and, if different, an email address where the alleged infringing party, if not Trez, can contact you; d) a statement that you have a good-faith belief that the use is not authorized by the copyright owner or other intellectual property rights owner, by its agent, or by law; e) a statement by you under penalty of perjury that the information in your notice is accurate and that you are the copyright or intellectual property owner or are authorized to act on the owner's behalf; f) your electronic or physical signature or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest.
Trez may request additional information before removing any allegedly infringing material. In the event Trez removes the allegedly infringing materials, Trez will immediately notify the person responsible for posting such materials that Trez removed or disabled access to the materials. Trez may also provide the responsible person with your email address so that the person may respond to your allegations.
Pursuant to 17 U.S.C. 512(c). Trez’s designated Copyright Agent can be reached by emailing support@trez.com Attn: Trez Copyright Agent.
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. Trez is not responsible or liable for the removal or deletion of (or the failure to remove or delete) any User Content.
YOU AGREE THAT IF ANYONE BRINGS A CLAIM AGAINST TREZ RELATED TO USER CONTENT THAT YOU POST, THEN, TO THE EXTENT PERMITTED BY LAW, YOU AGREE TO INDEMNIFY AND HOLD TREZ HARMLESS FROM AND AGAINST ALL DAMAGES, LOSSES, AND EXPENSES OF ANY KIND (INCLUDING REASONABLE ATTORNEYS’ FEES) ARISING FROM ANY SUCH CLAIM.
Trez’s Intellectual Property Rights; Limited Licenses Granted
“Trez 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 Trez, other than User Content. User Content and Trez Content shall be collectively referred to herein as “Content.” Trez and its licensors exclusively own all worldwide right, title, and interest in and to the Trez Content, and also in and to the Platform and the Services, including in each case all associated intellectual property rights (“Trez IP”). User acknowledges that the Platform, Services, and Trez 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 Trez Content. This Agreement does not convey any proprietary interest in or to any Trez IP or rights of entitlement to the use thereof except as expressly set forth herein. Under no circumstances will you acquire any ownership rights or other interest in any content by or through your use of this Platform. Any feedback, comments, and suggestions User may provide for improvements to the Platform, Services, or Trez Content (“Feedback”) is given entirely voluntarily and Trez 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 Trez in response to any surveys Trez conducts, through any available technology, about User’s experience.
Subject to User’s compliance with this Agreement, Trez grants User a limited, non-exclusive, non-transferable, non-sublicensable license to access, view, and download Trez 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
Trez 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 Trez’s Customer Care team. Message frequency may vary. Standard message and data rates may apply. Note that Trez 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) Trez Content or any individual element within the Site, Platform, or Services, including Trez’s name and any Trez trademark, logo, or other proprietary information, in each case, without Trez’s express prior written consent;
Access, tamper with, or use non-public areas of the Platform, Services, Trez’s computer systems, or the technical delivery systems of Trez’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 Trez in Trez’s sole discretion) an unreasonable or disproportionately large load on Trez’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 (such prohibited “scraping” includes, but is not limited to, (i) the use of any automated process or software that sends more requests to Trez’s Platform than a human could reasonably produce in the same period of time in order to extract Content from the Platform or Services, and; (ii) the sharing of User’s Account credentials with a third party service in order for such third party service to impersonate User and extract Content from the Platform or Services via automatic processes) without Trez’s express written consent;
Attempt to probe, scan, or test the vulnerability of any Trez system or network or breach any security or authentication measures;
Avoid, bypass, remove, deactivate, impair, descramble, or otherwise circumvent any technological measure implemented by Trez or any of Trez’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 Trez 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 Trez trademark, logo, URL, or product name without Trez’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.
14. Trez’s Rights to Monitor User Content and Conduct
Although Trez is not obligated to monitor access to or use of User Content or to review or edit any User Content, Trez 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. Trez 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 Trez, at Trez’s sole discretion, considers any User Content to be objectionable or in violation of this Agreement.
Trez has the right to monitor access to and use of the Platform, Services, and user content and to investigate conduct that Trez believes could affect the Platform, Services, or Content, including violations of this Agreement. Trez may also consult and cooperate with law enforcement authorities and administrative agencies to prosecute Users who violate the law.
15. E-Signatures
Trez 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 Trez has no responsibility or liability with respect to such matter.
Trez 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.
Trez 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. Trez Makes No Representations Regarding Platform Availability
Trez 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 TREZ 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. Trez is not in the business of providing legal, regulatory, tax, financial, accounting, employment, or other professional services or advice. Any information provided by Trez 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, Trez’s licensed health insurance brokers may provide professional advice regarding health insurance to Users that subscribe for Trez’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 Trez CONTENT ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND MADE BY Trez. WITHOUT LIMITING THE FOREGOING, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, Trez DOES NOT MAKE AND DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, DATA LOSS, AND NON-INFRINGEMENT. FURTHERMORE, Trez MAKES NO WARRANTIES REGARDING THE ACCURACY, RELIABILITY, TIMELINESS, TRUTHFULNESS, COMPLETENESS, OR QUALITY OF ANY INFORMATION OR Trez CONTENT IN OR LINKED TO THE SERVICES. Trez CANNOT GUARANTEE THE ACCURACY OR COMPLETENESS OF USER CONTENT AND MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO USER CONTENT. Trez DOES NOT WARRANT THAT THE PLATFORM, SERVICES, OR Trez 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, Trez 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. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
If any error results, whether directly or indirectly, from Trez’s reliance on information (or modifications to information) provided by User, an employee, agent or independent contractor of User, an Account Administrator, an Authorized Representative, or anyone that Trez reasonably believes to be User, an employee, agent or independent contractor of User, an Account Administrator, or an Authorized Representative of User (each such error, a “Resulting Error”), then Trez will attempt to correct the Resulting Error, but Trez makes no warranties or guarantees that it will be able to partially or fully correct the Resulting Error.Trez 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 Trez 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.
Trez 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 Trez 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) Trez’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 Trez or any other Indemnified Party undertakes in connection with the Services or this Agreement at the direct request or instruction of anyone that Trez 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) Trez’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 Trez’s instructions with respect to the Services.
20. Limitation of Liability
Trez 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, Trez 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 Trez’s instructions with respect to the Services.
NEITHER Trez NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE PLATFORM, SERVICES, OR Trez CONTENT WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY (PUNITIVE), OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF REVENUE, 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 Trez 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 Trez’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 Trez 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 Trez AND USER.THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW. THIS SECTION SHALL SURVIVE THE EXPIRATION OR TERMINATION OF THIS AGREEMENT. THIS SECTION SHALL SURVIVE THE EXPIRATION OR TERMINATION OF THIS AGREEMENT.
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 Trez 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. Trez may terminate the Services and this Agreement by giving User at least thirty (30) days’ prior written notice. In addition to Trez’s foregoing termination right, Trez 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) Trez has any reason to suspect or believe that User may be in violation of this Agreement; (ii) Trez determines that User’s actions are likely to cause legal liability for or material negative impact to Trez; (iii) Trez believes that User has misrepresented any data or information or that User has engaged in fraudulent or deceptive practices or illegal activities; (iv) Trez 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 Trez 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 Trez strives to support a multitude of business and organization types, in certain unique situations, if Trez cannot support the payroll-related filings for User’s business or organization type, Trez 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 Trez’s rights with respect to transactions which occurred before termination. Trez will have no liability for any costs, losses, damages, penalties, fines, expenses, or liabilities arising out of or related to Trez’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 Trez 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. Trez may deny the Limited Access Rights to User, or Trez 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. Notwithstanding this Section any Release, terms of Arbitration, Disclaimer of Warranties, Limitation of Liabilities, and Indemnification survive any Termination.
23. Changes to the Agreement, Platform, or Service
Trez may modify the Agreement at any time, in Trez’s sole discretion, without notice. If Trez does so, Trez will make its best efforts to 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 Trez modifies it. If User continues to use the Platform or Services after Trez after the changes and modifications have taken effect, User will be deemed to have agreed to be bound by the modified Agreement and terms. 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, Trez may change or discontinue all or any part of the Platform, Services, or Trez Content at any time and without notice, at Trez’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. Subject to and without waiver of the arbitration provisions below, you agree to submit to the personal jurisdiction and venue of the courts located within San Francisco County, California, and waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.
25. Arbitration
Notwithstanding any other provision in this Agreement, and except as otherwise set forth in this section, if either User or Trez 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 Trez, 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. YOU AND TREZ AGREE THAT EACH PARTY MAY BRING DISPUTES AGAINST THE OTHER PARTY ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE PROCEEDING, INCLUDING WITHOUT LIMITATION FEDERAL OR STATE CLASS ACTIONS, OR CLASS ARBITRATIONS. CLASS ACTION LAWSUITS, CLASS-WIDE ARBITRATIONS, PRIVATE ATTORNEY-GENERAL ACTIONS, AND ANY OTHER PROCEEDING WHERE SOMEONE ACTS IN A REPRESENTATIVE CAPACITY ARE NOT ALLOWED. ACCORDINGLY, UNDER THE ARBITRATION PROCEDURES OUTLINED IN THIS SECTION, AN ARBITRATOR SHALL NOT COMBINE OR CONSOLIDATE MORE THAN ONE PARTY'S CLAIMS WITHOUT THE WRITTEN CONSENT OF ALL AFFECTED PARTIES TO AN ARBITRATION PROCEEDING.
You may elect to opt-out (exclude yourself) from the final, binding, individual arbitration procedure and waiver of class and representative proceedings specified in this Agreement by sending us an opt-out notice ( the “Opt-Out”) within thirty (30) days after you create an Account.
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 Trez. A single arbitrator will be mutually selected by Trez 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 Trez 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 Trez. A judgment on the award may be entered and enforced in any court of competent jurisdiction. Trez 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 Trez (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 Trez in such courts.
User and Trez 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 Trez 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. Trez Is Not Responsible for Things Trez Cannot Control (Force Majeure)
Trez is not responsible or liable for any delays or failures in performance from any cause beyond Trez’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, Trez cannot guarantee that any User Content hosted on a third-party server will remain secure.
27. General
This Agreement, including all applicable Service Terms, Payroll Terms constitutes the entire agreement between Trez 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 Trez’s prior written consent. Any attempt by User to assign or transfer this Agreement, without such consent, will be null. Trez 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 Trez 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. Trez’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 Trez. 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. No party to this Agreement 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 Trez at support@Trez.com or (855) 546-1818. Trez, the provider of the Services, is located at 2261 Market St. Ste 5144 San Francisco, CA 94114. 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
