Effective Date: July 5, 2018
I. Policy Overview
This is a legal agreement between you and TriNet Group, Inc., and its subsidiaries ("TriNet") regarding your use of the TriNet Platform ("Platform"). The Platform is owned and operated by TriNet. Your use of the Platform and the services available through the Platform is subject to (a) all applicable laws and regulations and (b) to this Agreement, including any future modifications (collectively, the "Agreement"), even if you or your employer has another agreement in place with TriNet. By accessing or using the Platform, whether online or through a mobile app, you acknowledge that you have read and understand this Agreement, and that you agree to be bound by its terms and conditions. As long as you comply with this Agreement, TriNet grants you the personal, non-exclusive, non-transferable, limited right to enter and use the Platform.
II. Platform Content
All user interfaces, visual interfaces, photos, videos, text, graphics, trademarks, logos, symbols, sounds, software, scripting, and computer code (collectively, "Content"), including but not limited to the design, structure, selection, coordination, and arrangement of such Content contained on the Platform, is owned, controlled, or licensed by or to TriNet and is protected by U.S. and international copyright, patent, trademark, and other applicable laws.
Unless expressly authorized by TriNet (through this Agreement or otherwise) or otherwise permitted by law, no part of the Platform and no Content may be copied, reproduced, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, or distributed in any way (including "mirroring") to any other computer, server, website, or other medium for publication or distribution or for any commercial enterprise, without TriNet’s express prior written consent.
Nothing on this Platform shall be interpreted as offering legal, tax, or financial advice.
III. Acceptable Use of Platform
You represent and warrant that you possess the legal right and ability to enter into this Agreement and to use this Platform and its Content in accordance with all terms and conditions and this Agreement. The right to access and use the Platform and its Content is personal to you and is not transferable to any other person. You may not assign, transfer, or sublicense any of your rights under this Agreement. You agree to comply with all laws, rules, and regulations applicable to your use of the Platform and its Content. You will not use the Platform or any Content in any way that is unlawful or harms the Platform, TriNet, TriNet’s customers, or any other users of the Platform.
You are solely and entirely responsible for any information you upload, post, display, or otherwise transmit to or via the Platform, including but not limited to any feedback or personal information. Any feedback or suggestions you provide to TriNet regarding the Platform will become TriNet information and TriNet will have a perpetual, irrevocable, transferable, worldwide, royalty-free, and non-exclusive right to reproduce, adapt, modify, translate, publish, publicly display, and distribute any such feedback.
Without limiting the generality of the foregoing, you agree not to:
- submit information to TriNet that is known by you to be false, inaccurate, or misleading, or otherwise engage in any fraud or misrepresentation;
- share your password, let anyone else access your account, or do anything else that might jeopardize the security of your account;
- infringe or violate another person’s rights, including privacy and intellectual property rights;
- collect or store information about other users of the Platform;
- modify, reverse engineer, decompile, disassemble, scrape, or otherwise tamper with the Platform or create any derivative works based on the Platform or its Content;
- attempt to gain unauthorized access to any portion or feature of the Platform, or any other systems or networks connected to the Platform, or any TriNet server, or any of the services offered on or through the Platform, by hacking, password "mining," or any other illegitimate means;
- probe, scan, or test the vulnerability of the Platform or any network connected to the Platform, or breach the security or authentication measures on the Platform or any network connected to the Platform;
- reverse look-up, trace, or seek to trace any information on any other user of the Platform, or exploit the Platform in any way to reveal any information other than your own information;
- interfere with or disrupt the operation of the Platform or server networks connected to the Platform, or disobey any requirements, procedures, policies, or regulations of networks connected to the Platform; or
distribute any virus or other malware.
You may not use the Platform or its Content for any purpose that is unlawful or prohibited by this Agreement, or to solicit the performance of any illegal activity or other activity that infringes the rights of TriNet or others.
IV. Your Personal Information
You consent to TriNet providing you any information that TriNet is required by law to send to you regarding the Platform in electronic form.
V. Control of Your Login Credentials
You are responsible for all activity under your account. You are responsible for maintaining the confidentiality of your login credentials.
Except as specifically permitted by this section, you may not disclose your login credentials to access the Platform to any third party. If you disclose or otherwise fail to protect the confidentiality of your login credentials, you may lose substantial control over your personal information and may be subject to the consequences of any actions taken by others through the use of your account. You may be held liable for losses incurred by TriNet or any other user of the Platform due to someone else using your login ID, password, or account as a result of your disclosing your account information or failing to keep your account information secure and confidential. You agree to notify TriNet immediately of any suspected unauthorized use of your account or password, or any other suspected breach of security.
VI. Access and Integrity of Information
Although we attempt to maintain the integrity and accuracy of the information and any Content on the Platform, we make no guarantees as to correctness, completeness, or accuracy. The Platform may contain typographical errors, inaccuracies, or other errors or omissions. Also, unauthorized additions, deletions, or alterations could be made to the Platform by third parties without our knowledge. If you believe that information found on the Platform is inaccurate or unauthorized, please inform us by contacting us at the contact information below.
The Platform is not intended for use by children, especially those under age 13. No one under age 13 is allowed to use the Platform. Minors between the ages of 13 and 17 must be properly employed as a worksite employee or have the permission of a parent or legal guardian in order to use the Platform.
VIII. Links to Third-Party Content
The Platform may link to or provide access to content, applications, or websites that are controlled and/or maintained by third parties. TriNet is not responsible for and does not endorse any features, content, advertising, products, services, or other materials on or available through other websites or applications. These other websites are not under our control, and we are not responsible for the accuracy, collection and use of your information, copyright compliance, legality, decency, or any other aspect of content, applications, or websites. You assume all risk and TriNet disclaims all liability arising from your use of such third-party content and functions.
IX. Copyright Notice and Takedown Policy
We respect the intellectual property rights of others. If you believe that any material posted to the Platform infringes your copyright, contact TriNet’s Copyright Agent pursuant to the United States Digital Millennium Copyright Act ("DMCA").
TriNet’s designated Copyright Agent to receive notification of claimed infringement is the Legal Department, TriNet Group, Inc., One Park Place, Dublin, CA 94568, 800-638-0461 or [email protected]. We note that you should send notices only with respect to genuine infringement claims and that you may be liable for damages if you make an unsubstantiated infringement claim under the DMCA.
Please provide TriNet’s Copyright Agent with the following information in writing:
- A physical or electronic signature of a person authorized to act on behalf of the owner of a copyright that is allegedly infringed;
- A description of the copyrighted work claimed to have been infringed or if multiple copyrighted works, a representative list of such works;
- A description of the material that is claimed to be infringing or to be the subject of infringing activity you request to be removed;
- Contact information including name, address, telephone number, and, if available, an e-mail address;
- A statement that you have a good faith belief that use of the Content in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
A statement, under the penalty of perjury, that the information in the notification is accurate, and you are authorized to act on behalf of the owner of the copyright allegedly being infringed.
After receiving your notice of infringement, TriNet may remove the material that is allegedly infringing and notify the user that posted such material that we have done so. If you fail to comply with the requirements listed above, your notice may not be effective. TriNet may also provide the notice information to the user who posted the allegedly infringing material.
If, in response to necessary notice of an alleged copyright infringement, TriNet removes your material and you believe that you have a right to post such material, you may send a counter-notice to TriNet’s Copyright Agent containing the following information:
- Your physical or electronic signature;
- A description of the content that has been removed or to which access has been disabled and the location at which the content appeared before it was removed or disabled;
- A statement, submitted under penalty of perjury, that you have a good faith belief that the Content was removed or disabled as a result of mistake or a misidentification; and
Your or other authorized representative’s name, address, telephone number, and, if available, e-mail address and a statement that you or such person or entity consents to the jurisdiction of the Federal Court for the judicial district in which your or such person’s address is located.
If a counter-notice is received by TriNet’s Copyright Agent, TriNet may send a copy of the counter-notice to the original complaining party informing that person it may replace the removed material or cease disabling it in ten (10) business days unless the copyright owner files an action seeking a court order against the content provider.
It is our policy in appropriate circumstances to either disable or terminate the accounts of users who are repeat infringers.
If you have any questions about this DMCA policy, please contact us at [email protected].
X. Availability of and Changes to the Platform
TriNet reserves the right to do any of the following, at any time, without notice: (1) modify, suspend, or terminate operation of or access to the Platform, or any portion of the Platform, for any reason; (2) modify or change the Platform, or any portion of the Platform, and any applicable policies or terms; and (3) interrupt the operation of the Platform, or any portion of the Platform, as necessary to perform routine or non-routine maintenance, error correction, or other changes.
XI. Disclaimer of Warranties
THE PLATFORM AND ALL MATERIALS, INFORMATION, SOFTWARE, PRODUCTS, AND SERVICES INCLUDED IN OR AVAILABLE THROUGH THE PLATFORM ARE PROVIDED "AS IS" AND "AS AVAILABLE" FOR YOUR USE. THE PLATFORM AND ALL MATERIALS, INFORMATION, SOFTWARE, PRODUCTS, AND SERVICES INCLUDED IN OR AVAILABLE THROUGH THE PLATFORM ARE PROVIDED WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS, IMPLIED, OR BY OPERATION OF LAW, TO THE FULLEST EXTENT PERMITTED BY LAW, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. TRINET AND ITS AFFILIATES DO NOT WARRANT THAT THE MATERIALS, INFORMATION, SOFTWARE, PRODUCTS, AND SERVICES INCLUDED IN OR AVAILABLE THROUGH THE PLATFORM ARE ACCURATE, TIMELY, RELIABLE, OR COMPLETE; THAT THE PLATFORM MEETS ANY PARTICULAR CRITERIA OF PERFORMANCE OR QUALITY; THAT THE OPERATION OF THE PLATFORM WILL BE UNINTERRUPTED OR ERROR FREE; THAT THE PLATFORM WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE PLATFORM IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOUR USE OF THE PLATFORM IS AT YOUR SOLE RISK. THESE EXCLUSIONS OF WARRANTIES WILL APPLY TO YOU TO THE FULLEST EXTENT ALLOWED BY LAW.
XII. TriNet Benefit Plans Disclaimer
TriNet is not an insurance company and nothing contained herein constitutes an offer to sell, buy, or procure insurance. We are the single employer sponsor of all our benefit plans. We make these plans available to qualifying worksite employees with whom we have established an employment relationship and who perform services for our customers in a Professional Employer Organization ("PEO") service model. Under this model, we incur all expenses associated with our plan sponsorship and maintenance, and we bill the customer for our services.
Other than compliance with TriNet’s contract terms, customers have no other financial obligation to us, our other customers, worksite employees or any of our insurance carriers for benefit plans sponsorship or provision. Our carriers have recourse against TriNet and not against our customers for premiums and expenses associated with plan sponsorship.
Any references to "your benefit programs or plans" are not legal terms or terms of art and should not be confused with legal plan sponsorship, participation, or fiduciary compliance. These terms and others, such as "your employees" or "your selections, plan, or investments," are used solely as lay terms of convenience so that you understand we are referring only to the decisions made and TriNet plans available in a specific worksite or to a specific group of worksite employees.
Insurance coverage exclusions and limitations apply. In the event there is a conflict between any of the information contained in any benefits guidance materials we provide (including but not limited to information contained in the Platform, the Benefits Confirmation Statement, any written or electronic pamphlets, letters, emails, text messages and statements made by TriNet employees) and TriNet's Plan document, the Plan document will control. Also, if there is a conflict between an official certificate provided by our insurance carrier(s) (the "Carrier Certificate") and either TriNet's Plan document, any TriNet Summary Plan Description, statements made by a TriNet employee, or any other benefits guidance materials provided by TriNet, the Carrier Certificate will control.
XIII. Legal Disclaimer
The Platform contains a great deal of Content regarding legal and human resource matters. The content has been prepared for educational and informational purposes only and does not provide legal advice or legal opinions on any specific matters. Transmission of information over the internet is not intended to create, and receipt does not constitute, an attorney-client relationship between TriNet, the author(s) or the publishers and you. You should not act or refrain from acting on any legal matter based on Platform Content without seeking professional counsel.
XIV. Limitation of Liability
UNDER NO CIRCUMSTANCES SHALL TRINET OR ITS AFFILIATES BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF, OR INABILITY TO USE, THE PLATFORM. THIS LIMITATION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHER LEGAL THEORY, EVEN IF TRINET HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN THE EVENT SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF DAMAGES TO THE EXTENT INDICATED ABOVE, OUR LIABILITY IN SUCH JURISDICTIONS SHALL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY LAW.
You agree to immediately notify TriNet of and defend, indemnify, and hold harmless TriNet, its parents, affiliates, subsidiaries, joint ventures, third-party service providers, and their respective employees, contractors, agents, officers, and directors from all liabilities, claims, and expenses (including reasonable attorneys' fees) that arise out of or are related to your violation of this Agreement, your misuse of the Platform, or your violation of any third-party rights.
XVI. Violation of This Agreement
Violations of this Agreement may result in civil or criminal liability. TriNet reserves the right (but has no obligation) to investigate occurrences that may involve such violations and take appropriate action in TriNet’s sole discretion against you if you violate this Agreement. Such action may include, without limitation, refusing to provide access to and use of the Platform, reporting you to law enforcement authorities, and taking legal action against you.
If TriNet does take any legal action against you as a result of your violation of this Agreement, TriNet will be entitled to recover from you, and you agree to pay, all reasonable attorneys’ fees and costs of such action, in addition to any other relief granted to TriNet. You agree that TriNet will not be liable to you or to any third party for termination of your access to the Platform as a result of any violation of this Agreement.
XVII. Governing Law
You agree that all matters relating to your access to or use of the Platform, including all disputes, will be governed by the laws of the United States and by the laws of the State of Delaware without regard to its conflicts of law provisions. You agree to the personal jurisdiction of and venue in the state and federal courts in Alameda County, California, and waive any objection to such jurisdiction or venue. The preceding provision regarding venue does not apply if you are a consumer based in the European Union. If you are a consumer based in the European Union, you may make a claim in the courts of the country where you reside.
If any of the provisions of this Agreement are held by a court or other tribunal of competent jurisdiction to be void or unenforceable, then the void or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the validity, legality, and enforceability of the remaining provisions shall remain in full force and effect.
Any waiver by us of a breach of any provision of this Agreement shall not operate as or be construed to be a waiver of any other breach of such provision or of any breach of any other provision of this Agreement. Any waiver must be in writing. Failure by us to insist upon strict adherence to any term of this Agreement on one or more occasions shall not be considered a waiver or deprive us of the right to insist upon strict adherence to that term or any other term of this Agreement.
We reserve the right to terminate or block your access to all or part of the Platform, with or without notice, for reasonable cause, including without limitation your violation of this Agreement. You agree that TriNet may, in its sole discretion and without prior notice, terminate your access to the Platform and/or block your future access to the Platform if we determine that you have violated this Agreement or other agreements or guidelines associated with your use of the Platform, or if we are unable to verify or authenticate the information you submit to the Platform. You agree that TriNet may, in its sole discretion and without prior notice, terminate your access to the Platform, for cause, which
includes (but is not limited to): (1) requests by law enforcement or other government agencies, (2) a request by you (self-initiated account deletions), (3) discontinuance or material modification of the Platform or any service offered on or through the Platform, or (4) unexpected technical issues or problems.
XXI. Changes and Applicable Law
The information on the Platform may have general applicability to TriNet customers and worksite employees and is not deemed to amend, alter or supersede specific contracts or agreements. TriNet may revise the information on this Platform or otherwise change or update the Platform, including this Agreement, without notice to you. TriNet may also make improvements to and/or changes in services or features of the Platform at any time without notice. We encourage you to periodically read this Agreement to see if there have been any changes to our policies that may affect you. Your continued use of the Platform will signify your continued agreement to such changes.
XXII. Contact Us
If you have any questions about this Agreement or the practices of TriNet, or if you would like to register a complaint, notify TriNet of a dispute, notify TriNet of inaccurate or misleading information, or notify us of improper use of the Platform, please contact us at the mailing or email address below:
TriNet Group, Inc.
One Park Place
Dublin, CA 94568, USA
Attention: Chief Legal Officer
Or send an email to [email protected]