EquiLeave, LLC Terms of Service

Effective as of December 4, 2023

Welcome to EquiLeave!

EquiLeave, LLC, operates a website that makes it easier for employers to manage paid parental leave. Our products help employers calculate how much money employees should receive from state-funded paid family leave programs so they can supplement those payments up to 100% of an employee’s usual compensation. Paying employees equally across state lines helps ensure equity for employees who take paid parental leave.

This document is the EquiLeave Terms of Service. It outlines the terms regarding your use of our products and services. These Terms are a legally binding contract between you and EquiLeave, so please read them carefully. If you do not agree with these Terms, do not register or use any of the Services.

By using, accessing or browsing the EquiLeave Service, platform and products including applications, mobile, software, websites or other properties owned or operated by EquiLeave or by registering for a EquiLeave account (“Services”) you are agreeing to be bound by these Terms for the Services provided by EquiLeave, LLC ("EquiLeave" or "we").

If you are using the Services on behalf of an organization, you are agreeing to these Terms for that organization and promising to EquiLeave that you have the authority to bind that organization to these Terms (in which event, “you” and “your” will refer to that organization) unless that organization has a separate paid contract in effect with us, in which event the terms of that contract will govern your use of the Services.

In order to use the Service, you must be legally permitted to accept these Terms.

1. PRIVACY

In order to operate and provide the Services, we collect certain information about you. We use and protect that information as described in our Privacy Policy. You acknowledge your use of the Services is subject to our Privacy Policy and understand that it identifies how EquiLeave collects, stores, and uses certain information.

We proudly take a forward-thinking approach to privacy by only collecting and using information that we absolutely need to compute pay calculations and to run and grow our business. We do not collect personally identifiable information about your employees. When you ask us to create a pay plan, we ask you for the numbers and information needed to calculate those plans – that doesn’t include our employee’s name.

2. CHANGES TO THESE TERMS

We reserve the right to modify these Terms. We will post the most current version of these Terms at www.EquiLeave.com (the "Site"). If we make material changes to these Terms, we will notify you via the Services and/or by email to the address associated with your account. If you do not accept the changes, you must stop using and cancel your account by emailing admin@EquiLeave.com. Your continued use of our Services after we publish or send a notice about our changes to these Terms means that you are consenting to the updated terms.

3. YOUR ACCOUNT

Certain aspects of the Services may require you to obtain an account by completing a registration form and designating a user ID and password. When registering with EquiLeave you must: (a) provide true, current and complete information about yourself on the registration form and (b) maintain such information so it continues to be true, current and complete.

You are entirely responsible for all materials and information that you upload, post or otherwise transmit via the Services (please also see our Acceptable Use Policy in Section 10). If your account includes an administrative console, that console may include options to configure your use of some of the features in the EquiLeave Services.

Only you may use your EquiLeave account and you are responsible for all aspects of your account. Each employer must have a separate account. You may not use your account on behalf of multiple employers without specific prior written authorization from EquiLeav.e You may not share, loan or transfer your ID or password. If you become aware of any unauthorized use of the Services or your account, or have any questions about your account please contact us.

4. EMAIL SELECTED FOR YOUR ACCOUNT

You choose the email address(es) you use to register for an account. Please be aware, however, that if the domain of the email address associated with your account is owned or controlled by an organization (such as your work) and that organization establishes a direct relationship with us and wishes to add your account to such relationship, then you may be rolled into that organization’s account after a reasonable attempt to notify you of the change. Fourteen (14) days after that attempted notice, if you do not respond or change the email address associated with your account, your account may be deactivated, and Content associated with your account may be deleted.

If an organization provided you with your account (e.g., an employer), or if you agree to have your account managed by an organization, you understand that this organization has rights to your account and may: (a) manage your account (including suspending or canceling); (b) reset your password; (c) view your usage and profile data, including how and when your account is used; and (d) manage the Content in your account.

5. CONSENT TO ELECTRONIC COMMUNICATIONS AND SOLICITATION

By registering with EquiLeave or signing up for Services, you understand and consent to us sending you (including but not limited to via email, SMS text messaging, and/or in-app messaging) information regarding the Services, such as: (a) notices about your use of the Services, including notices of violations of use; (b) updates to the Services and new features or products; (c) administrative messages and other information; and (d) advertising, marketing, and other materials regarding EquiLeave's products and services. If you have previously unsubscribed and are a U.S. user, you consent that you’re resubscribing to receive commercial content by taking such actions like submitting a “Contact Us” form, registering for a EquiLeave event or webinar, downloading a EquiLeave resource, along with other activities. Please review your settings in your account to control the service notifications you receive from us. You may unsubscribe from commercial content at any time by emailing admin@EquiLeave.com.

6. CONTENT

The information and data you upload and store on your EquiLeave account is your “Content.” All Content uploaded by you into your account is yours.

You agree to provide EquiLeave (as well as agents or service providers acting on EquiLeave’s behalf to provide the Services) the right to transmit, process, use and disclose Content and other information which we may obtain as part of your use of the Services but only: (i) as necessary for us to provide the Services, (ii) as otherwise permitted by these Terms, (iii) as otherwise required by law, regulation or order, and/or (iv) to respond to an emergency.

7. CONFIDENTIAL INFORMATION

During your use of the Services, EquiLeave may share with you information that is confidential, sensitive or should be kept secret. For example, if we tell you about our product roadmaps, product designs and architecture, technology and technical information, provide you with security audit reviews, business and marketing plans, or share with you our business processes, these should always be considered confidential to EquiLeave.

Similarly, we agree that your Content, credit card/banking information and information contained in your account is confidential to you.

Also, if either of us provide any documents to the other that are labeled "confidential" (or something similar), or provide information (either in writing or verbal) that is of a type that a reasonable person should understand to be confidential such information is to be treated as confidential information.

However, if you tell us information that: (a) we already know at the time you tell us; (b) was told to us by a third party who had the right to tell us; (c) is generally available to the public; or (d) was independently developed by us without using any of your confidential information, then that information will not be considered confidential. The same goes for information that we tell you that falls into any of these categories.

Lastly, we both agree that: (i) we will treat each other’s information with the same degree of care that we treat our own confidential information; (ii) will use each other’s confidential information only in connection with these Terms and the Services; (iii) only share the information with others who have a need to know and who have agreed in writing to treat it as confidential (as we’ve outlined in this section); and (iv) not share the information with any third party except as allowed in these Terms or through the Services. Of course, confidential information will always remain the property of its owner.

8. CONTENT STORAGE

The Services are provided from the United States and for users in the United States. By using and accessing the Services, you understand and agree to the storage of Content and any other personal information in the United States. However, you understand that you (or other people that you collaborate with) can access the Services (including Content) from outside of the United States (subject to applicable law) and that nothing prohibits the processing of other information outside of the United States.

9. ACCEPTABLE USE POLICY

EquiLeave is to be used by employers to manage their paid family leave policies. Unless you have advance written permission in a signed contract with EquiLeave, you may not use EquiLeave as a consultant, third-party administrator, SaaS company, or other external leave administrator to manage leave matters for other employers.

You must not: (a) damage, disable, overburden, or impair the Service (or any network connected to the Services); (b) resell or redistribute the Services or any part of it; (c) use any unauthorized means to modify, reroute, or gain access to the Services or attempt to carry out these activities; (d) use any automated process or service (such as a bot, a spider, or periodic caching of information stored by EquiLeave) to access or use the Services; (e) use the Services beyond the features allocation and amounts provided in that Service or in violation of our fair use policy; (f) use the Services for your own commercial purpose instead of providing payroll and leave management for the employer that employs you. As part of our efforts to protect the Service, protect our customers, or to stop you from breaching these Terms we retain the right to block or otherwise prevent delivery of any type of file, email or other communication to or from the Services.

You also agree that if you learn of any unauthorized or unacceptable use of any account, Content or the Service, you will promptly contact EquiLeave and take all reasonable steps to cooperate with EquiLeave and assist in the termination of such use.

10. SUSPENSION AND TERMINATION OF THE SERVICE

We reserve the right to suspend or terminate your access to the Service at any time in our sole discretion or disable any Content if a) you are in breach of these Terms; or b) your use of the Services could cause a risk of harm or loss to EquiLeave or our other users; or c) EquiLeave declines to renew your Subscription Period. When reasonable and as permitted by law, EquiLeave will provide you reasonable advance notice of this change as well as an opportunity to correct any actions that led to EquiLeave’s decision. We will not be able to provide this advance notice if you are in material breach of these Terms, or if such notice would lead to civil or criminal liability for EquiLeave, or if providing notice would compromise our ability to provide the Services to our other users. For the avoidance of doubt, EquiLeave may still make a determination that it does not want to continue offering you access to the Service at any time for any or no reason.

11. UPDATES TO THE SERVICE

EquiLeave may make deployments of changes, updates or enhancements to the Services or modifications to EquiLeave’s default settings at any time. We may also add or remove functionalities or features, or we may suspend or stop the Services altogether.

12. THIRD PARTY PRODUCTS

EquiLeave may make available to you optional third-party applications, services or products, for use in connection with the Services ("Third-Party Products"). These Third-Party Products are not necessary for the use of the Services and your use of the Third-Party Products (and any exchange of any information, license, payments etc.) is solely between you and the applicable third-party provider. EquiLeave makes no warranties of any kind and assumes no liability of any kind for your use of such Third-Party Products.

If you have any questions or concerns regarding the Third-Party Products, then please contact the applicable third-party provider.

13. EQUILEAVE PROPRIETARY RIGHTS

All contents of the Site and Services including but not limited to logo, design, text, software, technical drawings, configurations, graphics, other files, and their selection and arrangement and EquiLeave Confidential Information belong to EquiLeave, and/or its suppliers, affiliates, or licensors.

EquiLeave or its licensors own and reserve all rights, title and interest in and to the Services and all hardware, software and other items used to provide the Services, other than the rights we expressly grant to you to use the Services and EquiLeave Confidential Information. No title to or ownership of any proprietary rights related to the Services or EquiLeave Confidential Information is transferred to you pursuant to these Terms.

If you provide comments, suggestions and recommendations to EquiLeave about a Service (e.g., modifications, enhancements, improvements) (collectively, "Feedback"), you are automatically assigning this Feedback to EquiLeave.

14. NO WARRANTY OR CONDITIONS

There are certain things that we do not promise about the Services. Other than as expressly stated, we do not make any commitments about the specific functionality available through the Services, their reliability, availability, or ability to meet your needs.

To the extent not prohibited by law, EquiLeave and its affiliates (and associated service providers) (A) provide the services “as is”, “with all faults”, and “as available”; (B) make no representations or warranties or conditions whether express or implied (e.g., warranty of merchantability, satisfactory quality, fitness for a particular purpose, or non-infringement), and © do not guarantee that the services will be uninterrupted, error-free, or free of harmful components, or that the content will be secure or not otherwise lost or damaged.

If you are dissatisfied with any portion of the service or with these terms of service, your sole and exclusive remedy is to discontinue use of the services.

15. INDEMNIFICATION

You agree to defend, indemnify, and hold EquiLeave and its subsidiaries, affiliates, service providers, licensors, and suppliers, and their respective officers, directors, employees, and agents harmless from and against any claims, actions or demands, including, without limitation, reasonable legal and accounting fees, arising or resulting from your breach of these Terms, your uploading of, access to, or use or misuse of the EquiLeave’s materials, content, or Services. EquiLeave shall provide notice to you of any such claim, suit, or proceeding and you shall assist EquiLeave, at your expense, in defending any such claim, suit or proceeding. EquiLeave reserves the right to assume the exclusive defense and control of any matter which is subject to indemnification under this section. In such case, you agree to cooperate with any reasonable requests assisting EquiLeave’s defense of such matter.

16. LIMITATION OF LIABILITY

To the extent not prohibited by law, in no event will you or EquiLeave and its affiliates, resellers, officers, employees, agents, partners, suppliers or licensors be liable for: any indirect, incidental, special, punitive, cover or consequential damages (including, without limitation, damages for lost profits, revenue, goodwill, use or content) however caused, under any theory of liability, including, without limitation, contract, tort, business interruption, loss of opportunity, warranty, negligence or otherwise, even if EquiLeave has been advised as to the possibility of such damages.

The aggregate liability of you or EquiLeave and its affiliates, officers, resellers, employees, agents, suppliers or licensors, relating to the services, save in respect of liability arising under Section 16 of these terms, will be limited to the greater of (A) 1.5 times the most recent monthly or yearly fee that you paid for that service; or (B) one hundred dollars ($100.00). The limitations and exclusions also apply if this remedy does not fully compensate you for any losses or fails of its essential purpose.

The limitation or exclusion of incidental, consequential or other damages will not apply to you to the extent prohibited by applicable law.

In jurisdictions where the above types of exclusions and limitations are not allowed, we are responsible to you only for losses and damages that are a reasonable result of our failure to use reasonable skill and care or our breach of our contract with you.

Nothing in these terms affects consumer rights that cannot by law be waived or limited by any contract or agreement.

The provisions of this "Limitation of Liability" section allocates the risks under these Terms between you and EquiLeave, and you and EquiLeave have relied on these limitations in determining whether to enter into these Terms and the pricing for the Services.

17. DISPUTE RESOLUTION AND GOVERNING LAW

You agree that the Terms and your relationship with EquiLeave will be governed by the laws of the State of Missouri regardless of conflict of laws principles. Claims can only be litigated in the federal or state courts in St. Louis County, Missouri, and we each agree to personal jurisdiction in those courts.

To the extent that the following provision is not in conflict with applicable law, you may only resolve disputes with us on an individual basis and may not bring a claim or proceed in a group arbitration proceeding as a plaintiff or a class member in a class, consolidated, or representative action.

18. TRIAL PERIODS

You can sign-up for a trial period for some of the Services and your trial period starts on the day you create the trial account and lasts for 14 days. If you are on a trial, you may cancel at any time until the last day of your trial. If you do not wish to incur charges, you must cancel the account by the end of the 14th day.

If you do not cancel your account and we have told you the account will be converted to a paid subscription at the end of the trial period, then you authorize us to charge your credit card for that specific Service. You may, however, cancel your subscription before the next billing cycle in accordance with these Terms, but no credits or refunds will be available.

19. FEES

EquiLeave offers both free and paid Services. If you choose to subscribe to a paid Service, you agree to pay the fees ("Fees") as quoted to you when you purchase that Service. We may calculate taxes payable by you based on the billing information that you provide us at the time of purchase. You are responsible for all charges related to using the purchased Service (for example, data charges and currency exchange settlements). You will pay the Fees in the U.S. currency.

EquiLeave reserves the right to change its prices at any time, however, if we have offered a specific duration and Fee for your use of the Service, we agree that the Fee will remain in force for that duration. After the offer period ends, your use of the Service will be charged at the then-current Fee(s). If you don't agree to these changes, you must stop using the Service and cancel via email to admin@EquiLeave.com (with cancellation confirmation from an EquiLeave representative). If you cancel, your Service ends at the end of your current Service period or payment period, and no refunds for previously paid services will be issued.

If you do not cancel in accordance with these Terms, the subscription for the Service will automatically renew at the then-current price and term length for the next subscription period. We will charge your credit card on file with us on the first day of the renewal of the subscription period.

20. BILLING/PAYMENT

If you select a paid Service, you must provide us with current, complete, accurate and authorized payment method information (e.g., credit card information). You authorize us to charge your provided payment method for the Services you have selected and for any paid feature(s) that you choose. We may bill: (a) in advance; (b) at the time of purchase; (c) shortly after purchase; or (d) if you have elected a subscription service, on a recurring basis. To the extent EquiLeave has not received your payment, in order to bring your account up to date, we may bill you simultaneously for both past due and current amounts. If you do not cancel your account, we may automatically renew your Service(s) and charge you for any renewal term. You understand that failure to pay any charges or fees may result in the suspension or cancellation of your Services.

21. SUBSCRIPTION PERIOD

You may elect one of the following subscription plans and billing options (please note that there might be only one of these options available depending on the Service purchased):

A monthly subscription plan (“Monthly Subscription Plan”). The subscription period for the Monthly Subscription Plan will be for one month and will automatically renew (without the need to go through the Services-interface "check-out" or execute a renewal order form) unless you cancel your Monthly Subscription Plan at least three (3) business days prior to the renewal date. You will be billed on or about the same day each month until such time that you cancel.

An annual subscription plan (“Annual Subscription Plan”). The subscription period for the Annual Subscription Plan will be for one year and will automatically renew (without the need to go through the Services-interface "check-out" or execute a renewal Order Form) for additional periods equal to one (1) year each year on the anniversary unless you cancel at least three (3) business days prior to your renewal date. You will be billed annually on or about the same day each year until such time that you cancel. Note that under the Annual Subscription Plan you will not be permitted to cancel, reduce the number of seats, or downgrade the EquiLeave Service you have selected until the anniversary date. Be aware that you are committing to a one-year plan; if you are not certain, we recommend choosing the Monthly Subscription Plan.

If you select the Monthly Subscription Plan, you can switch to the Annual Subscription Plan at any time. If you select the Annual Subscription Plan, you may not change to the Monthly Subscription Plan until the end of the one-year term of your Annual Subscription Plan.

Where required by law, you may have a legal right to cancel your subscription during the prescribed timeframe of your initial subscription period. If you are entitled to this right by law, your cancellation request will be processed within three (3) business days, and you will receive a prorated refund of any unused prepaid fees.

22. EQUILEAVE SUBSCRIPTION SPECIFIC TERMS

If you are purchasing a EquiLeave subscription plan, the following additional terms apply to you and your organization:

You: (a) are required to have a EquiLeave account for each user, (b) will only receive the features and functionality that are included in the specific subscription plan that you have purchased, (c) are responsible for setting your configurations of the EquiLeave Service, and (d) are responsible for managing your users’ activity and any of your devices and/or any systems that you use to access the EquiLeave Service.

EquiLeave considers the following categories of users as your organization’s users:

Users whose accounts are controlled by your organization’s administrator;

Users who are permitted to access, store, retrieve or manage your Content and (i) are employed by your organization, or (ii) whose accounts are associated with an email address controlled by your organization.

These categories include, for the avoidance of doubt, any such users with individual plan accounts.

If EquiLeave provides you with a report showing that your organization has more users than purchased accounts, then you will promptly (but in any event with seven (7) days of receiving such report) purchase additional accounts or permanently delete the excess accounts.

If your organization has more users than purchased accounts, EquiLeave may place reasonable restrictions on your account until you adequately address your excess users (such as restricting or limiting your organization’s ability to deploy additional accounts).

23. EQUILEAVE SOFTWARE

Your use of the Service may include use of optional downloadable user software ("Software"). This Software may update automatically on your device once a new version or feature is available. EquiLeave gives you a personal, worldwide (subject to applicable law), royalty-free, non-assignable and non-exclusive license to use the Software provided to you by EquiLeave as part of Service, for the sole purpose of enabling you to use and enjoy the benefit of the Service.

24. TRAINING OR CONSULTING SERVICES

24.1 Consulting Services.

In the event you order any professional, educational, operational or technical services (collectively, "Consulting Services)", the nature, details and duration of the Consulting Services will further be described in the datasheet or statement of work which is referenced.

24.2 EquiLeave Materials and EquiLeave Tools.

EquiLeave shall own all rights, title and interest in and to the documentation, templates, training materials, recordings and other items (collectively the "EquiLeave Materials") EquiLeave may provide to Customer as part of this consulting services engagement (including any intellectual property rights therein, but excluding any Customer Confidential Information and Customer logos and trademarks that may be included in the EquiLeave Materials, collectively, "Customer Property"). EquiLeave shall have the right to use any such Customer Property solely for the purpose of providing the consulting services to Customer as set forth hereunder. During the term specified in the applicable Order, EquiLeave hereby provides Customer with a royalty free, limited, non-exclusive, non-sublicensable, non-transferable and terminable license to use such EquiLeave Materials solely for Customer’s internal operations in connection with its authorized use of the EquiLeave Service. Nothing herein shall be construed to assign or transfer any intellectual property rights in the proprietary tools, libraries, know-how, techniques and expertise ("EquiLeave Tools") used by EquiLeave to develop the EquiLeave Materials, and to the extent such EquiLeave Tools are delivered with or as part of the EquiLeave Materials, they are licensed, not assigned, to Customer, on the same terms as the EquiLeave Materials.

24.3 Consulting Services Warranty.

In regard to Consulting Services only, EquiLeave warrants that: (a) it and each of its employees, consultants and subcontractors, if any, have the necessary knowledge, skills, experience, qualifications, and resources to provide and perform the Consulting Services in accordance with the applicable datasheet or statement of work; and (b) the Consulting Services will be performed in a professional and workmanlike manner in accordance with industry standards and in accordance with the scope of services outlined in the applicable datasheet or statement of work. You acknowledge that EquiLeave’s ability to successfully perform the Consulting Services is dependent upon your provision of timely information, access to resources, and participation as outlined in the applicable Consulting Services. If through no fault or delay of yours the Consulting Services do not conform to the foregoing warranty, and you notify EquiLeave within seven (7) calendar days of EquiLeave’s delivery of the Consulting Services, EquiLeave will re-perform the non-conforming portion(s) of the Consulting Services at no additional cost to you.

25. GENERAL TERMS

25.1 Severability; Entire Agreement.

These Terms apply to the maximum extent permitted by relevant law. If a court holds that we cannot enforce a part of these Terms as written, you and we will replace those terms with similar terms to the extent enforceable under the relevant law, but the rest of these Terms will remain in effect. This is the entire contract between you and us regarding the Service. It supersedes any prior contract or oral or written statements regarding your use of the Services.

25.2 Assignment and transfer.

We may assign, transfer, or otherwise dispose our rights and obligations under this contract, in whole or in part, at any time without notice. You may not assign this contract or transfer any rights to use the Service, unless we provide written consent for you to do so.

25.3 Independent Contractors; No third-party beneficiaries.

EquiLeave and you are not legal partners or agents; instead, our relationship is that of independent contractors. This contract is solely for your and our benefit. It is not for the benefit of any other person, except for permitted successors.

25.4 Waiver.

The failure of either of us to insist upon or enforce strict performance of any of the provisions of these Terms or to exercise any rights or remedies under these Terms will not be construed as a waiver or relinquishment to any extent of such right to assert or rely upon any such provision, right or remedy in that or any other instance; rather, the same will remain in full force and effect, unless expressly waived in writing.

25.5 Government Terms.

If Customer is a U.S. government entity or if this Agreement otherwise becomes subject to the Federal Acquisition Regulations (FAR), Customer acknowledges that elements of the EquiLeave Service constitute software and documentation and are provided as "Commercial Items" as defined at 48 C.F.R. 2.101, and are being licensed to U.S. government User as commercial computer software subject to the restricted rights described in 48 C.F.R. 2.101 and 12.212.

25.6 Mobile restrictions.

The Service is available on mobile devices. Do not use the Service in a way that distracts you and prevents you from obeying traffic or safety laws, or that may put the physical safety of others in danger.