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Terms of Use

Agreement to Terms

These Terms of Use constitute a legally binding agreement made between you, whether personally or on behalf of an entity (“you”) and SynCentra, Inc., doing business as HR Kangaroo, Inc. (“HR Kangaroo”, “we”, “us” or “our”), concerning your access to and use of the HRKangaroo.com website as well as any other media form, channel, and services or otherwise connected thereto (collectively, the “Site”). You agree that by accessing the site, you have read, understood, and agree to be bound by all of these Terms of Use. IF YOU DO NOT AGREE WITH ALL OF THESE TERMS OF USE, THEN YOU ARE PROHIBITED FROM USING THE SITE.

Supplemental terms and conditions or documents that may be posted on the Site from time to time are hereby expressly incorporated herein by reference. We reserve the right, in our sole discretion, to make changes or modifications to these Terms of Use, and you waive any right to receive specific notice of each such change. It is your responsibility to periodically review these Terms of Use to stay informed of updates. You will be subject to, and will be deemed to have been made aware of and to have accepted, the changes in any revised Terms of Use by your continued use of the Site after the date such revised Terms of Use are posted.

The information provided on the Site is not intended for distribution or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject us to any registration requirement within such jurisdiction or country. Accordingly, those persons who choose to access the Site from other locations do so on their own initiative and are solely responsible for compliance with local laws, if and to the extent local laws are applicable.

With your purchase of a subscription on behalf of a client of HR Kangaroo, you confirm that (a) you have the proper authority to represent the legal entity for which the client operates and any affiliates that will use the Service as part of that subscription, (b) you accept the terms of this Agreement on behalf of such legal entity and affiliates, and (c) any references to “you” in this Agreement refer to such legal entity, affiliates and all of the employees, contractors, consultants and agents as users of the subscription. You are responsible for all activity on the HR Kangaroo platform, also known as the Site, that occurs under your account.

1. Intellectual Property Rights

1.1 Unless otherwise indicated, the Site is our proprietary property and all source code, databases, functionality, software, website designs, audio, video, text, photographs, and graphics on the Site (collectively, the “Content”) and the trademarks, service marks, and logos contained therein (the “Marks”) are owned or controlled by us or licensed to us, and are protected by copyright and trademark laws, and international conventions. The Content and the Marks are provided on the Site “AS IS” for your information and personal use only. Except as expressly provided in these Terms of Use, no part of the Site and no Content or Marks may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without our express prior written permission.

1.2 You retain all rights and ownership in and to your data. HR Kangaroo has no right, title, or interest in any personally identifiable information in your data.

2. Service Terms

2.1 HR Kangaroo provides multiple tiers of service. Various tiers of service include specific additional terms (i.e. “Additional Terms”). Those Additional Terms will apply to your use of the Site and subscription instead beyond even which is contained in this Agreement.

2.2This agreement will remain in force during the duration with your active subscription, including during the Free Trial period.

2.3 The subscription you purchase begins on the date of purchase. Please refer to Section 4 for further details on fees and payment.

2.4 HR Kangaroo will provide basic supportin connection with your Standard Plan Subscription. Pro Plans provide HR-related advice to both the account holder and its employees with an active User Account. However, this advice is not to be construed as legal advice. HR Kangaroo employees are not attorneys and do not substitute for the advice of an attorney. HR Kangaroo Pro Plans do not include the drafting of policy, procedures or protocol, but instead provide access to the answering of HR-related questions by trained HR professionals of which can be contained in the call. You should always seek legal advice from a qualified attorney authorized to practice law in your jurisdiction.

2.5 HR Kangaroo strives to provide service 24 hours a day, 7 days a week except for during planned down time (in which HR Kangaroo will plan outside of Pacific Standard Time business hours). However, We cannot guarantee the Site will be available at all times. We may experience hardware, software, or other problems or need to perform maintenance related to the Site, resulting in interruptions, delays, or errors. We reserve the right to change, revise, update, suspend discontinue, or otherwise modify the Site at any time for any reason without notice to you. You agree that we have no liability whatsoever for any loss, damage, or inconvenience caused by your inability to access or use the Site during downtime or discontinuance of the Site. Nothing in these Terms of Use will be construed to obligate us to maintain and support the Site or to supply corrections, updates, or releases in connection herewith. Unavailability may be caused beyond HR Kangaroo’s reasonable control in instances including but not limited to acts of God, acts of government, natural disasters, Internet service provider failures, and cyber attacks. HR Kangaroo provides customer support between the hours of 9:00am and 5:00pm Pacific Standard Time via phone and email.

3. Governing Law

These Terms of Use and your use of the Site are governed by and construed in accordance with the laws of the State of Nevada applicable to agreements made and to be entirely performed within the State of Nevada, without regard to its conflict of law principles.

4. Fees, Payment, and Cancellation

4.1 YOUR SUBSCRIPTION RENEWS AUTOMATICALLY MONTH-TO-MONTH. Credit card information is required upon sign-up. However, the card will not be charged until the end of the first month and each month following. Fees include the subscription fee per your plan choice upon initial setup (which can be changed and will follow accordingly to that changed plan indication month-to-month after the change) and per user is calculated based on number of active employee accounts on the account upon the First of every month. The initial admin account is charged for the subscription fee and each subsequent employee account is calculated and accordingly charged as an employee account, irrespective of their level of admin access. Separated and off-boarded employee accounts do not count as an active employee account and will not be charged as an active user. HR Kangaroo will email you a receipt when your card has been charged. If your card cannot be charged, you will be notified for failed payment via email and if the card information has not been updated within 30 days of the initial failed payment, HR Kangaroo may suspend your service until you have provided updated card information to resume service. No refunds or credits are provided for partial months of service.

4.2An active subscription is required for access to your account information. Data on your account will be maintained for 12 months after cancelling to allow for reactivation. After the 12 months, HR Kangaroo is authorized to delete all account informationfrom our systems unless we are legally prohibited from doing so.

4.3 Fees may include applicable sales tax that HR Kangaroo may be required to collect. However, you are solely responsible for all other taxes and duties required by your taxing authorities in your jurisdiction.

4.4 HR Kangaroo accepts Visa, Mastercard, American Express, and Discover.

4.5 You are solely responsible for the proper cancellation of your subscription. Cancellations can be done by calling our Customer Support team at +1 (866) 823-7358.

4.6 Pricing for HR Kangaroo is subject to change at any time, provided that HR Kangaroo gives 60-day notice to current account holders. Notice for price changes may extend if required by applicable law.

4.7 Free Trial is available for 7 days without a credit card requirement. After the free trial period, you will no longer have access to the account or its contained data until you have provided a credit card with the purchase of a subscription.

5. Prohibited Activities

5.1 You may not access or use the site for any purpose other than that for which we make the Site Available. The Site may not be used in connection with any commercial endeavors except that are specifically endorsed or approved by HR Kangaroo. With a paid subscription, HR Kangaroo provides you with limited, revocable, non-sublicensable, non-exclusive right to use and access our hosted, cloud-based software.

5.2 As a Site subscriber, you agree not to:

Decipher, decompile, dissemble, or reverse engineer any of the software comprising or in any way making up a part of the Site or copy or adapt the Sites software, including but not limited to Flash, PHP, HTML, Javascript, or other code.

Make any unauthorized use of the Site, including collecting usernames and/or email addresses of users by data mining, electronic, or other means

Sell, sublicense, or otherwise transfer your profile and/or account rights to a third party

Remove or alter our proprietary rights notices of the Site

Circumvent, disable, or otherwise interfere with security-related features of the site

Use the site to trick, defraud, mislead, or otherwise fraudulent purposes (as determined by HR Kangaroo)

Use the site to harass, abuse, threaten, or otherwise reflect unlawful or objectionable behavior as reasonably determined by HR Kangaroo

Upload or transmit (or attempt to upload or transmit) viruses, Trojan horses, or other material including excessive use of capital letters, spamming (continuous posting of repetitive text), that interferes with any party’s uninterrupted use and enjoyment of the Site or modifies, impairs, disrupts, alters, or interferes with the use, features, functions, operation, or maintenance of the Site.

6. Feedback and Publicity

You are under no obligation to provide feedback to HR Kangaroo. However, we appreciate all comments, requests, suggestions, and feedback (“Feedback”) to improve the Site, Service, and experience of our customers. Consequently, by providing feedback, you grant HR Kangaroo a non-exclusive, perpetual, irrevocable, worldwide, royalty-free license to use any Feedback or modifications suggested for but not limited to advertising, publicity, and improvement of the Site and Service per HR Kangaroo’s sole discretion. Unless otherwise agreed to, HR Kangaroo may also disclose your name as a customer and include your name, logo, and company on our Site as well in marketing materials.

7. Limitation and Liabilities & Indemnification

7.1 IN NO EVENT WILL WE OR OUR DIRECTORS, EMPLOYEES, OFFICERS, SHAREHOLDERS, AGENTS, OR AFFILIATES BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNATIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFIT, LOST REVENUE, LOSS OF DATA, OR OTHER DAMAGES ARISING FROM YOUR USE OF THE SITE, EVENIF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION WILL AT ALL TIMES BE LIMITED TO $250.00 OR THE FEES COLLECTED BY HR KANGAROO FOR THE 2 MONTHS PRECEDING THE EVENT FROM WHICH THE LIABILITY AROSE, WHICHEVER IS GREATER.

7.2 You agree to defend, indemnify, and hold us harmless, including our subsidiaries, affiliates, and all of our respective officers, agents, partners, and employees, from and against any loss, damage, liability, claim, or demand, including reasonable attorney’s fees and expenses, made by any third party arising out of: (1) your Contributions; (2) use of the Site or Service (3) breach of these Terms of Use; (4) any breach of your representations and warranties set forth in these Terms of Use; (5) your violation of the rights of the a third party, including but not limited to intellectual property rights; or (6) any overt harmful act toward any other user of the Site with whom you connected via the Site. Notwithstanding the foregoing, we reserve the right at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify HR Kangaroo, and you agree to cooperate, at your expense, with our defense of such claims. We will use reasonable efforts to notify you of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it.

8. Security Breach

8.1External Breach:If HR Kangaroo knows that customer confidential information or customer data (“User Data”) has been accessed, disclosed, or acquired without proper authorization and contrary to the terms of this agreement, HR Kangaroo will alert the client of any such data breach as soon as reasonably possible according to industry standards, and take such actions as may be necessary to preserve forensic evidence and eliminate the cause of the data breach. HR Kangaroo will give highest priority to correcting any data breach and devote such resources as may be required to accomplish that goal. HR Kangaroo will provide client with all information necessary to enable client to fully understand the nature and scope of the data breach. To the extent that Customer, in its sole reasonable discretion, deems warranted, Customer may provide notice to any or all parties affected by any data breach. In such case, HR Kangaroo will consult with Customer in a timely fashion regarding appropriate steps required to notify third parties. HR Kangaroo will provide Customer with information about what HR Kangaroo has done or plans to do to minimize any harmful effect or the unauthorized use or disclosure of, or access to, Confidential Information.

8.2 Internal Breach: In the case of a security breach perpetrated by your affiliate, employee, contractor or agent, as a result of your internal security and/or protocol failures, you are solely responsible for alerting HR Kangaroo and taking necessary action to resolve the breach. HR Kangaroo reserves the right to suspend your account and access in order to prevent further harm or damage to you, us, or users. You also waive the right to make a claim against HR Kangaroo for any losses as a result if the internal breach.

9. No Legal Advice

9.1 HR Kangaroo provides general HR answers and opinions and sample templates for policies and agreements for initial drafting purposes, and while we attempt to make our information accurate and useful, HR Kangaroo is not a law firm and does not provide legal advice, legal opinions, or legal recommendations. Statements made by any member or affiliate of HR Kangaroo should not be construed as legal advice. You are always advised to consult with an attorney. HR Kangaroo is not involved in agreements between you and your users.

9.2 HR Kangaroo provides document samples and templates (“Material”) for informational and educational purposes only without representation or warranty of any kind, and is not a substitute for legal advice or your professional judgment. We do not give legal advice. Your reliance upon Material obtained by you on or through the Site is solely at your own risk. All rights not expressly granted in this Agreement are reserved to us.

10. Electronic Signature Services

10.1 HR Kangaroo provides eSignature services as part of the Site for the electronic signing of documents between two parties (usually the company and its employees and/or contractors). These documents often include but are not limited to agreements, policies, acknowledgements, forms, etc. By using the eSignature service in HR Kangaroo, you acknowledge and agree to these terms of use in this section. By using the eSignature service in HR Kangaroo to sign documents, you affirmatively consent to using electronic signatures, consent to electronic business transactions, and consent to the agreements and acknowledgements in the documents you sign. You also waive any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records. However, HR Kangaroo provides the option to download any documents that you as the user have uploaded to the site and created for signature as part of our Site services at no additional cost.

10.2 You are not required to use eSignatures within your user content and the responsibility to maintain the rights and duties within those user content documents remain your responsibility and that of the signing parties. If you choose not to use eSignatures, it is your responsibility to obtain non-electronic version of documents. If you choose not to use electronic signatures after having already done so, it is your responsibility to notify the affected parties and you should stop using the service. Withdrawing your use of electronic signatures after having already done so does not change the validity or enforceability of the documents you have already signed.

10.3 HR Kangaroo is not a party to the documents on the Site, both in the Material and user uploaded documents, agreements, policies, etc. HR Kangaroo does not hold any liability or responsibility with respect to the correctness, validity, or enforcements of the documents used for eSignature. HR Kangaroo’s sole responsibility is to provide the eSignature service and customer support for the Site.

11. Compliance with Laws

11.1 Each Party shall comply with all Applicable Laws in connection with its own activities under this Agreement. HR Kangaroo allows for unique tailoring and usage of many of its Site tools. As such, your use of tools may not be in compliance with Applicable Laws and it is your sole responsibility to monitor the use of the tools provided to ensure yours and your employees’ or contractors’ use of the Site is in compliance with Applicable laws. HR Kangaroo shall not be held liable whatsoever for your failure to comply with Applicable Law with your use of the Site or services.

11.2 HR Kangaroo provides human resources opinions for general compliance and works hard to provide value. However, these are strictly general opinions for information and educational purposes only without warranty of any kind and not to be construed as legal advice. We do not give legal advice and your reliance on these documents and opinions should be used at your own risk. You are always advised to consult with an attorney.

Disclaimer

12 HR Kangaroo is not involved in and does not have control over your human resource practices. Any information provided by HR Kangaroo both for general customer support and HR questions are for educational purposes and any decisions you make based on that information is made at your own risk. By using HR Kangaroo, you acknowledge that the human resource practices exercised by you on our Site and/or based on our services is your responsibility and HR Kangaroo is not responsible or liable for any employment decisions you make including but not limited to separations, notifications, promotions, demotions, terminations, compensation adjustments, etc.