This Service Agreement (“Agreement”) is entered into between Hourly, Inc., a Delaware Corporation (“Hourly”), and Hourly's Customer (“Customer”). The Agreement between the Company and the Customer begins when signed ("Effective Date").
Subject to the terms of this Agreement, Hourly will use commercially reasonable efforts to provide Customer the Services outlined (“Services”) in the corresponding Pricing Plan (“Plan”), Platinum or Gold, chosen by Customer. Further, Hourly will provide the Customer with reasonable technical support services (“Technical Support”).
Hourly may incorporate Services that are provided by another party, including, but not limited to, its regulated banking providers (the “Processing Bank)”), which transfers funds through the Automated Clearing House (“ACH”) to the Payee (e.g., Employee or Tax Agency) pursuant to an Authorization Agreement between Hourly and the Processing Bank. Customer expressly authorizes Processing Bank to debit Customer’s account for the above-stated purpose.
Hourly uses industry best practices to secure data that is submitted by Customer to Hourly. Upon notice from the Customer/Employer, Hourly will send instructions to the Processor Account to distribute wages and/or payments to the appropriate Employees and/or government agencies. Hourly communicates a debit or credit ACH transfer instruction to the Processing Bank, and the Processing Bank performs the transaction directly to the affiliated Employee bank account. The Customer expressly authorizes Hourly to provide the aforementioned instructions to the Processing Bank. In the event that a Customer/Employer wishes to pay the Employee with a live paper check, the amount of the check will be excluded from the transaction, and a check drawn upon the Customer/Employer’s Processor Account will be issued to the Employee.
A third-party service provider will calculate the Customer/Employer’s tax liability owed to federal and state tax authorities in the manner identified by the relevant tax authority and the Employer. Upon submission of the payroll run by the Employer, a third-party service provider will send disbursement instructions to the Processor Account outlining the tax payments to be debited from the Employer’s Processor Account. Of particular relevance, Hourly will never hold Employers’ payroll funds, which are held and distributed from the Processor Account.
The current third-party Processing Banks are:
• SouthState Bank N.A. / Account type: For Benefit Of (FBO) / Nationwide
• Heritage Bank of KY / Account Type: For Benefit Of (FBO) / Nationwide
• Wells Fargo Bank N.A. / Account type: Funds Held For (FHF) / California Customers Only
• Checks written to employees will be provided from a Wells Fargo account from an Hourly, Inc. pre-funded account
Hourly reserves the right to change the Processing Bank from time to time, subject to customary regulatory compliance.
The Customer is in a contractual relationship with Hourly and not with any third-party service providers. In the case of any dispute, the Customer should contact Hourly and has no recourse against the Processor Bank.
Third-Party Liability Disclaimer. Hourly shall not be liable for the acts or omissions of any third-party service providers, including but not limited to Processing Banks or payroll tax authorities. Hourly’s sole responsibility is to transmit instructions provided by the Customer to the designated third parties. Hourly is not responsible for any delays, errors, or failures caused by third-party systems, including ACH or tax remittance systems.
Customer shall not (directly or indirectly: reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, know-how, or algorithms relevant to the Services or any software, documentation, or data related to the Services (“Software”); modify, translate, or create derivative works based on the Services or any Software (except to the extent expressly permitted by Hourly in writing); use the Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third; or remove any proprietary notices or labels.
Customer represents, covenants, and warrants that Customer shall use the Services only in compliance with all applicable laws and regulations. Further, Customer shall not remove or export from the United States, or allow the export or reexport of, the Services, Software or anything related to the Services or Software, or any direct product thereof in violation of any restrictions, laws, or regulations of the United States Department of Commerce, the United States Department of Treasury, Office of Foreign Assets Control, or any other United States or foreign agency or authority. As defined in FAR section 2.101, the Software and documentation are “commercial items,” and according to DFAR section 252.2277014 (a) (1) and (5) are deemed to be “commercial computer software” and “commercial computer software documentation.” Consistent with DFAR section 227.7202 and FAR section 12.212, any use, modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of this Agreement. It will be prohibited except to the extent expressly permitted by the terms of this Agreement.
The Customer understands that the Customer is responsible for the accuracy and completeness of all information necessary for Hourly to provide the Services. Further, Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access, or otherwise use the Services, including but not limited to modems, hardware, servers, software, operating systems, networking, web servers, and the like (“Equipment”). Customer shall also be responsible for maintaining the security of the Equipment, Customer account, and files, and for all uses of Customer account or the Equipment, with or without Customer’s knowledge or consent.
Customer Obligation to Provide Accurate Information. The Customer acknowledges and agrees that it is solely responsible for verifying the accuracy and completeness of all employee and payroll information submitted to Hourly. Hourly is not responsible for verifying the validity of such information, and any errors or liabilities arising from incorrect or incomplete data shall be borne exclusively by the Customer.
Hourly reserves the right to audit the Customer’s records and processes to ensure compliance with this Agreement, applicable laws, and NACHA Rules. Such audits may include verification of employee information, payroll records, and other data necessary to confirm the accuracy of information provided by the Customer. The Customer agrees to cooperate fully with such audits and provide requested information promptly. Hourly may charge a reasonable fee for conducting such audits.
Office of Foreign Assets Control – Sanctions List Search: Hourly conducts queries on all Customers via the Specially Designated Nationals and Blocked Persons List. This list is provided by the Office of Foreign Assets Control of the U.S. Department of the Treasury and may be accessed at https://sanctionssearch.ofac.treas.gov/. A true match on the list is grounds for Hourly to decline to open an account for Customer on Hourly’s Platform or to terminate Customer’s account on Hourly’s Platform. Customer understands, agrees, and acknowledges that Customer is responsible for verifying Customer’s Employees are not listed on the Specially Designated Nationals and Blocked Persons List. Customer further understands, agrees, and acknowledges that Customer shall perform this verification both a) before employee onboarding and b) annually.
Although Hourly has no obligation to monitor Customer’s use of the Services, Hourly may do so and may prohibit any use of the Services Hourly believes may be, or alleged to be, in violation of the terms of this Agreement or any applicable laws or regulations.
Each party (“Receiving Party”) understands that the other party (“Disclosing Party”) has disclosed or may disclose business, technical, or financial information relating to the Disclosing Party’s business (“Proprietary Information” of the Disclosing Party). Proprietary Information of Hourly includes non-public information regarding features, functionality, and performance of the Services. Proprietary Information of Customer includes nonpublic data provided by Customer to Hourly to enable the Services (“Customer Data”). The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in the performance of the Services or as otherwise permitted by the terms of this Agreement) or divulge to any third person any such Proprietary Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure or any information that the Receiving Party can document (a) is or becomes generally available to the public, (b) was in its possession or known by it prior to receipt from the Disclosing Party, (c) was rightfully disclosed to it without restriction by a third party, (d) was independently developed without use of any Proprietary Information of the Disclosing Party or (e) is required to be disclosed by law. Notwithstanding the confidentiality obligations set forth herein, Hourly may disclose Customer Data as required by law, regulation, or legal process. Hourly shall notify the Customer of such disclosure unless prohibited by law.
Hourly shall own and retain all rights, titles, and interests in and to (a) the Services and Software, including all improvements, enhancements, or modifications, (b) any software, applications, inventions, or other technology developed in connection with the Services or support, and (c) all intellectual property rights related to any of the foregoing. No rights or licenses are granted except as expressly outlined in the terms of this Agreement.
Under no circumstances shall Hourly sell Customer Data. Notwithstanding anything to the contrary, Hourly shall have the right to collect and analyze data and other information relating to the provision, use, and performance of various aspects of the Services and related systems and technologies (including, without limitation, information concerning Customer Data and data derived from Customer Data). Hourly will be free to (i) use such information and data to improve and enhance the Services and for other development, diagnostic, and corrective purposes in connection with the Services and other Hourly offerings and (ii) disclose such data solely in aggregate or other de-identified form in connection with its business. Further, Hourly may share Customer Data with affiliates and third-party partners as necessary to perform the Services.
While Hourly employs industry-standard practices to secure Customer Data, the Customer acknowledges that no system is completely immune to breaches. Hourly shall not be liable for any unauthorized access, use, or disclosure of Customer Data unless caused solely by Hourly's gross negligence or willful misconduct. The Customer agrees to indemnify Hourly for any claims, losses, or damages arising from the Customer’s failure to adequately secure its systems or credentials.
Hourly must retain certain records in compliance with federal and state laws, as outlined in our Document Retention Policy. Any questions about data retention should be directed to the Records Management Officer or Legal Department.
By using the Hourly’s services, you agree to our collection, use, and protection of your personal data as this Privacy Policy outlines. We collect and retain various forms of personal information, including contact details, financial data, and usage information, to provide and maintain our services, comply with legal obligations, and improve user experience. The Hourly may be required to share your data with service providers or in cases of legal necessity. We employ industry-standard best practices to protect your data. For data rights, such as access or deletion requests, please contact us at support@hourly.io.
Hourly has implemented a Data Breach Policy to detect, respond to, and report data breaches, ensuring our users are protected and we comply with legal obligations. The policy covers all employees, contractors, and third-party providers and any data incidents. Affected parties may be notified based on legal requirements, and breaches are investigated and documented to enhance security and prevent future incidents.
Subject to the terms of this Agreement, Hourly shall provide Services to Customer with the purpose of: (a) calculating payroll and its associated liabilities, (b) processing payroll and making related payroll payments, and (c) making certain payroll tax payments and payroll tax filings. Hourly’s third-party provider will be responsible for certain activities relating to the Services, including (1) withholding, filing, and remitting payroll tax payments and filings and (2) remitting certain wage garnishments on behalf of Customer to local, state, or federal agencies.
Before Customer’s first payroll processing date, Customer must submit the completed and executed documents Hourly requires to provide the Services, including Customer’s payroll and bank account information, any required powers of attorney, and any additional information as requested by Hourly. If Customer provides Hourly access to Customer’s previous payroll provider account, Hourly may, as a courtesy, enter information from the previous payroll provider account to Hourly’s platform. By providing Hourly this access and requesting this courtesy, Customer grants full permission to Hourly to view and transfer information. The Customer shall review all related information (“Payroll Information”) for completeness and accuracy before each payroll. The Customer must immediately correct or provide any missing Payroll Information upon the Customer realizing the mistake. Further, the Customer is fully responsible for the accuracy of all information the Customer provides, submits, or approves. The Customer is solely responsible for any Claims, including but not limited to IRS penalties or interest, and other penalties or interest, arising from the failure to timely provide and maintain accurate and complete Payroll Information at all times.
Customer Obligation to Provide Accurate Information: The Customer accepts, acknowledges, and agrees that the Customer is solely responsible for the accuracy, completeness, and legality of all information provided to Hourly and in Hourly’s platform. The Customer shall diligently verify and confirm the accuracy of all information submitted to Hourly before processing payroll, including ensuring all tax information is current, complete, and accurate. To remove any doubt, this obligation extends to ensuring the most up-to-date and accurate version of forms are available to and signed by Employees, notably, the W-4 Form. In lieu of form W-4, the Customer may submit the information in any other format. The Customer shall immediately notify Hourly of any errors or inaccuracies the Customer discovers after the submission of information.
Customer Liability: Customer shall be fully liable for any errors, inaccuracies, or omissions in Customer’s or Employee(s) information. The Customer agrees to indemnify and hold Hourly harmless from any claims, losses, damages, or liabilities arising out of or in connection with inaccuracies in the submitted information. If inaccuracies in the information provided by Customer result in financial or legal consequences for the Employee, Customer unequivocally agrees to be fully liable to the Employee. By continuing to use Hourly’s platform, Customer agrees to be bound by the terms outlined in this Section.
In performing the Services, the Customer acknowledges that (a) Hourly is not acting in a fiduciary capacity for the Customer, (b) using the Services does not relieve the Customer of the Customer’s obligations under local, state, or federal laws or regulations to retain records relating to the Customer’s data, and (c) any information that Hourly provides in connection with the Services is for informational purposes only and shall not be construed as legal, tax, or accounting advice.
In order to use the Services, the Customer must submit accurate wage and Payroll Information to Hourly during and after Onboarding. Hourly shall not be liable for any penalty, interest, or other Claim that results from inaccurate or incomplete information that Customer supplies. Customer shall timely and accurately update all wage and Payroll Information as necessary to reflect changes and respond with additional information, as may be requested from time to time by Hourly. Hourly shall be solely liable for any tax-related penalties or interest arising exclusively from its own errors, and the Customer shall not bear responsibility in such cases.
The Customer understands and acknowledges that once Payroll is submitted by the Customer, payments are made in a timely manner by a third-party service provider to the corresponding Tax Agencies. Neither Hourly nor the third-party service provider is obligated to correct any mistakes related to the transaction. In the case of a mistake in payment due to information provided by the Customer, the Tax Agency(ies) will not return payment(s) to the Customer. The only method of correction is a filed return, which will typically result in a tax refund. Once a corrected tax return has been filed, it is solely the Customer’s responsibility to claim the actual refund from the Agency(ies). Please note if the Customer owes other monies to government agencies, refunds may be forfeited by other government agencies.
The Customer acknowledges that it assumes all risks associated with the use of the Services, including risks arising from reliance on third-party providers, delays in payroll processing, and errors resulting from incorrect information provided by the Customer. Hourly shall not be responsible for any losses or liabilities except as explicitly stated in this Agreement.
Prior to Quarter End: To remove any doubt – Hourly has no obligation to correct any mistake with the Tax Agency(ies) as a result of incorrect or incomplete information submitted by Customer. Hourly may, in its sole and absolute discretion, assist the Customer in correcting a mistake as long as the Customer has communicated the mistake to Hourly prior to the end of the Quarter in which the mistake occurred and, in any event, no later than the 5th of the month immediately following the end of the Quarter.
After Quarter End: If the mistake occurred in a quarter that has ended, and the additional grace period has likewise ended, Hourly may still, in its sole and absolute discretion, choose to assist the Customer with this process. The assistance from Hourly will incur an extra minimum fee of $250 for each corrected federal tax return and $350 for each corrected state tax return that requires refiling. The applicable fee will be added to the Customer’s regular monthly billing.
If an Accounting Professional brings to Hourly’s platform Customers of the Accounting Professional (“Third-Party Customers”), the Accounting Professional agrees to be subject to the full terms and conditions of this Agreement, in addition to the terms in Section “Accounting Professional Relationship – Third-Party Customers.”
By Accounting Professional submitting Third-Party Customers to Hourly’s platform, Accounting Professional certifies to Hourly: a) Accounting Professional has Power of Attorney (“POA”) that includes the ability of Accounting Professional to act on behalf of Third-Party Customer in payroll-related matters, including authorization to sign on behalf of Third-Party Customer; b) Accounting Professional will complete a Beneficial Owner Form for each Third-Party Customer; c) Accounting Professional will complete, or ask Third-Party Customer to complete, required bank account verification prior to processing payroll, and d) Accounting Professional has received consent from each Third-Party Customer that joins Hourly’s platform.
Hourly agrees to follow the directives of the Accounting Professional, acting under POA for Third-Party Customers. Hourly will cease to act based on the POA if there are any changes to, or termination of, the Accounting Professional’s POA. The Accounting Professional shall immediately inform Hourly in writing if there are changes to the Accounting Professional’s POA or if the Accounting Professional’s POA is terminated. Any consequences, including legal and financial ones, that occur due to the failure of the Accounting Professional to immediately inform Hourly of a change or termination in the Accounting Professional’s POA shall be the sole responsibility of the Accounting Professional.
Accounting Professional agrees to provide full and accurate information related to all Third-Party Customers to Hourly during the onboarding process and on an ongoing basis. If any information is incomplete or inaccurate, the Accounting Professional shall be responsible for making any necessary corrections and/or providing remedies to the Third-Party Customer. To remove any doubt, Hourly shall not be responsible for any errors resulting from reliance on information provided to Hourly by Accounting Professional.
As part of Hourly’s obligations to Hourly’s banking provider, Hourly will regularly require the most up-to-date Third-Party Customer Lists from the Accounting Professional, including a) Hourly Name, b) Address, c) City, d) State, e) Zip Code, f) Business Phone Number, g) Tax Identification Number, and h) Nature of the Business. Accounting Professional expressly agrees to provide Third-Party Customer Lists to Hourly on or before the deadline communicated by Hourly. Accounting Professional understands the information required in the Third-Party Customer Lists is subject to change, and Accounting Professional expressly agrees to update the information submitted if and when the requirements from Hourly’s banking provider change.
Accounting Professional further understands, due to Hourly’s obligations to Hourly’s banking provider, information regarding and/or receipt of Accounting Professional’s policies and procedures, risk assessments, audits, and Third-Party Customers may be requested from time to time. Accounting Professional agrees to provide Hourly with any requested information in a prompt and timely manner and no later than seven (7) business days.
Accounting Professional acknowledges responsibility for maintaining an Anti-Money Laundering Program appropriate for the Accounting Professional’s particular risk assessment, including identity verification procedures sufficient for the Accounting Professional to have a reasonable belief as to the identity of each Third-Party Customer. Possible procedures to verify Third-Party Customer’s identity include but are not limited to a) face-to-face interaction, b) verification of an unexpired Government ID, c) completion of OFAC Screens, and, if appropriate, d) enhanced due diligence.
Accounting Professional acknowledges Hourly may communicate with Third-Party Customer to perform services offered by Hourly’s platform for multiple reasons, including but not limited to ACH processing discrepancies, tax-related questions, or clarification resulting from transaction monitoring. Accounting Professional understands and acknowledges that Hourly may, at any time, remove Third-Party Customer’s access to Hourly’s platform. This may occur as a result of fraud detection, security concerns, the mandate from a banking provider, or any other reason deemed necessary by Hourly. Hourly will provide Accounting Professional with written notice of the decision to remove a Third-Party Customer’s access to Hourly’s platform in a prompt and timely manner.
Customer acknowledges that Customer has had an opportunity to review and agrees to comply with and be bound by the NACHA Rules. Customer acknowledges that Customer is the Originator (as defined in the NACHA Rules) of each Entry and assumes the responsibilities of an Originator under the NACHA Rules. Customer explicitly acknowledges that all ACH Entries originated by Customer comply with U.S. Laws. The Customer understands and acknowledges that the Customer may only originate CCD and PPD Entries. Employees of Customer (“Employee(s)”) have the option to enter their Direct Deposit information directly into Hourly’s Platform. Customer understands that it is the Customer’s responsibility to retain records of all Direct Deposit Authorization Forms signed by Employees.
The Customer provides authorization for payroll fees to be debited from the Customer’s account. Further, Customer hereby authorizes Hourly to initiate debit entries to its bank account and, if necessary, initiate adjustments for any transactions credited or debited in error. This authority will remain in effect until the Customer provides written notice to Hourly canceling authority, affording the Hourly and the financial institution a reasonable opportunity to act upon the notice.
Customer further acknowledges that under the NACHA Rules, Hourly, as a Third-Party Sender (as defined in the NACHA Rules), is required to make certain warranties on behalf of the Originator with respect to each Entry. Customer agrees to indemnify Hourly for any Claim which results, directly or indirectly, from a breach of such a warranty made by Hourly on behalf of Customer, unless such breach results solely from Hourly’s own gross negligence or intentional misconduct. Customer acknowledges that Hourly, as the Third-Party Sender, has the right to terminate or suspend this Agreement within 10 banking days for Customer’s breach of the NACHA Rules. Customer acknowledges that Hourly and Originating Depository Financial Institution (“ODFI”) have the right to audit Customer’s, as the Originator’s, compliance with this Agreement and the NACHA Rules.
Notice to Originator for Non-Consumer Credit Entries – a) The Entry may be transmitted through the ACH; b) the rights and obligations of the Originator concerning the Entry are governed by, and construed in accordance with, the laws of the State of California; c) credit given by the Receiving Depository Financial Institution (“RDFI”) to the Receiver for the Entry is provisional until the RDFI has received final settlement through a Federal Reserve Bank or otherwise has received payment as provided for in Section 4A-403(a) of Article 4A; and d) if the RDFI does not receive such payment for the Entry, the RDFI is entitled to a refund from the Receiver in the amount of the credit to the Receiver’s account, and the Originator will not be considered to have paid the amount of the credit Entry to the Receiver.
The Customer is primarily responsible for ensuring that any ACH debit transactions initiated by Hourly are authorized and accurate. In the event of an erroneous payment, the Customer is responsible for initiating an ACH debit return to rectify the error. Regarding ACH credit transactions, should the Customer provide incorrect account information resulting in a payment being sent to the wrong account, Hourly will not be held liable for the lost funds. It is imperative that the Customer verifies all account information and transaction details before authorizing any ACH transactions.
The Customer agrees to make payment to the Originating Depository Financial Institution for any Credit Entries originated and for any Debit Entries returned by a Receiving Depository Financial Institution if the Originating Depository Financial Institution does not receive payment from Hourly. Essentially, if any problems arise with a transaction, it will be the Customer’s responsibility, and not Hourly’s or the bank’s.
FBO payments are made on behalf of the Customer to a third-party recipient, with the understanding that the funds belong to the Customer and not the recipient. The Customer is responsible for providing accurate and complete instructions for FBO payments, including the recipient's name and account information. Hourly is not responsible for any errors resulting from incorrect or incomplete information provided by the Customer.
FHF payments are made on behalf of the Customer and held by Hourly until certain conditions are met, such as the completion of a project or the delivery of goods or services. The Customer acknowledges that FHF payments may be subject to hold periods and agrees to comply with all applicable laws and regulations governing the holding of such funds. Hourly will not be responsible for any losses or damages resulting from the holding of FHF payments in accordance with applicable laws and regulations.
By using FBO and FHF payment services provided by Hourly, the Customer agrees to abide by all applicable laws and regulations, including but not limited to the Uniform Commercial Code (UCC) and the Electronic Fund Transfer Act (EFTA).
When the Customer pays an Employee by paper check, the check may be printed against and drawn from Hourly’s pre-funded Wells Fargo Bank, N.A. Funds Held For Account (referenced in Section 2, Third-Party Service Providers). Hourly replenishes the previously described account from Hourly’s SouthState Bank, N.A. or Heritage Bank of KY For Benefit Of Accounts (referenced in Section 2, Third-Party Service Providers) after a check clears. The Customer understands and acknowledges that checks drawn from Hourly’s Wells Fargo Bank, N.A. account are valid for sixty (60) calendar days after the date of issuance unless particular state or federal law requires checks to be valid for a longer period of time.
If a check does not clear within the maximum amount of time permitted by law or within sixty (60) calendar days, Hourly will refund the Customer the full amount of the uncashed check and place a stop payment on the uncashed check. The Customer will be charged a stop payment fee of thirty-five dollars ($35.00) and shall be solely responsible for distributing the funds to the applicable Employee directly. The Hourly reserves the right to put a stop payment on any check at any time and either refund the amount to the Customer or remit the amount of the uncashed checks to the State Unclaimed Property Division.
The Customer understands and acknowledges that in choosing to pay an Employee by paper check, the Customer unequivocally agrees to and accepts the terms in Section 10.
The Customer must choose a Plan, either Platinum or Gold, prior to starting payroll with Hourly. Customer shall pay Hourly the applicable payroll fees due to Hourly for the Services in accordance with the chosen Plan (“Base Fee”). In addition to the Base Fee, a separate fee will be applied to each Active Employee in the Customer’s account. The Customer agrees to maintain accurate classifications of all Employees entered in Hourly’s Platform. The Customer expressly authorizes Hourly to debit the Customer’s account for the Fees. Hourly reserves the right to change the Fees at Hourly’s sole discretion. In the event of a change in Fees, notice will be provided to the Customer. If Customer is not agreeable to the change in Fees, written notice must immediately be provided to Hourly. Continued use of the Services by Customer implies acceptance of the change in Fees. Notwithstanding the foregoing, if Customer’s Plan has an approved discount (“Discount”), the Discount will remain in full force and effect. If Customer believes that Hourly has billed Customer incorrectly, to receive an adjustment or credit, Customer must contact Hourly no later than sixty (60) days after the closing date on the first billing statement in which the error or problem appeared.
Unpaid amounts are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection and may result in immediate termination of the Services. Further, if the Fees are returned and remain unpaid, the Services may be suspended or placed on hold at Hourly’s sole discretion.
NSF Fees: An NSF (non-sufficient funds) Return is a transaction that fails due to insufficient funds in the bank account from which the payment was attempted. In the event a failed transaction occurs due to insufficient funds in Customer’s bank account, Customer shall receive an NSF Fee in the amount of seventy-five dollars ($75.00). The NSF Fee shall apply for every individual instance of an NSF Return. The amount of the NSF Fee may be subject to change.
Hourly may provide the Customer with access to Human Resource Templates (HR Templates) on Hourly’s platform. The HR Templates are for Customer to use, at Customer’s own discretion. The provision of the HR Templates is not intended to, nor does it, constitute legal or tax advice, and the Customer is encouraged to have the HR Templates reviewed by legal counsel to ensure compliance with all applicable federal and state laws and that the HR Templates are appropriate for Customer’s particular situation. The Customer acknowledges the HR Templates are provided on an as-is basis.
Handbook: The HR Template “Handbook” is for Customers with under 50 employees only, and is solely for use by Customer with its employees. Customer is not permitted to sell or use the Handbook, or any of the HR Templates, for any other purpose.
Paid Sick Time Policy: For State of California Customers, the Paid Sick Time Policy included in the Handbook details the minimum state requirement. The Customer understands and acknowledges that different jurisdictions and counties may have different requirements and that the Customer is solely responsible for ensuring the Customer’s policy and practices comply with the local requirements applicable to the Customer.
Hourly’s product offerings include the option for Customers to access HR and compliance services via a third-party portal owned and operated by Mineral, Inc. (“Mineral’s Portal” or “Mineral” or “Portal”). By utilizing the Portal, Customers may access vital HR and compliance resources, including but not limited to a) assessments of Customer’s HR practices, b) expert advice on HR & legal issues, c) assistance creating an employee handbook, d) assistance creating job descriptions, e) employee training on essential skills, and f) assistance creating benefits documents.
Hourly does not endorse, guarantee, or assume any responsibility for the accuracy, completeness, or reliability of the information, content, or functionality provided by the Portal. Customer understands, accepts, and acknowledges that a) information in the Portal is provided by Mineral, and Hourly is not responsible for the functionality or security of the Portal; b) the responsibility for compliance ultimately belongs to the Customer; and c) use of the Portal is at Customer’s own risk and discretion. Further, Customer acknowledges that any decisions or actions taken by Customer based on information obtained from the Portal are solely the Customer's responsibility. Hourly shall not be held responsible for any consequences arising from such decisions or actions.
The Customer acknowledges the Portal is independent from, and is not under the direct control of, Hourly. In no event shall Hourly be liable for any direct, indirect, incidental, consequential, or special damages arising out of or in any way connected with the Customer’s use of, or reliance on, the Portal, including but not limited to any issues related to the accuracy of information, system interruptions, or data security breaches.
The Customer accepts and acknowledges that any disputes, claims, or issues related to the functionality, security, or content of the Portal shall be addressed directly with Mineral. Further, Customer agrees to indemnify and hold Hourly harmless from any claims, liabilities, damages, costs, and expenses arising out of or in connection with Customer's use of the Portal.
Billing: Access to the Portal is available only to Customers enrolled in the Platinum Plus Billing Plan. To remove any doubt, Customers enrolled in the Gold Billing Plan or Platinum Billing Plan will not have access to the Portal.
Termination: If the Customer is enrolled in the Platinum Plus Billing Plan, including access to Mineral’s Portal, and the Customer chooses to downgrade billing plans, the Customer agrees to provide thirty (30) days written notice to Hourly. Customer understands, accepts, and acknowledges that downgrading from the Platinum Billing Plan will remove Customer’s access to Mineral’s Portal, including all HR and compliance services and any information that has been uploaded or stored in the Portal.
Hourly offers a GPS Tracking feature for the legitimate business purposes of the Customer. By using the GPS Tracking feature, Customer accepts and acknowledges that data collected through the GPS Tracking feature shall be used solely for legitimate business purposes and shall not be used for personal or non-business-related activities. Customer further acknowledges that Customer has safeguards to protect the privacy and security of GPS tracking data, ensuring that it is only accessible to authorized personnel.
The Customer understands that Employees must authorize the tracking of their location and that the GPS Tracking feature only tracks locations while Employees are on the clock. Customer accepts and acknowledges that Customer is solely responsible for obtaining written consent from the applicable Employees and acknowledges that Customer has received written consent from the applicable Employees prior to the use of the GPS Tracking feature. Consent from Employees shall be voluntary and revocable at any time.
Hourly may modify the terms of the Agreement at any time, in Hourly’s sole discretion. If Hourly does so, Hourly will notify Customer either by posting the modified Agreement on Hourly’s Website or through other communications. If Customer continues to use the Services after Hourly has notified Customer of the modifications, Customer is indicating to Hourly that Customer agrees to be bound by the terms of the modified Agreement. If Customer does not agree to be bound by the terms of the modified Agreement, Customer shall notify Hourly in writing immediately and shall not continue to use the Services. Because the Services are evolving over time, Hourly may change or discontinue all or any part of the Services at any time, at Hourly’s sole discretion.
The Agreement between Hourly and Customer begins on the date the Agreement is signed ("Effective Date") and will continue for a period of three (3) years ("Initial Term"). Customer may cancel services provided by Hourly at any time during the Initial Term, subject to the terms of this Agreement. Customer agrees to provide written notice to Hourly thirty (30) days before the intended cancellation date. At the conclusion of the Initial Term, the Agreement will automatically renew for consecutive one (1) year terms. Customer may cancel services provided by Hourly at any time during the consecutive one (1) year terms, subject to the terms of this Agreement.
Either party may terminate the Agreement at any time upon providing thirty (30) days' notice in writing to the other party. Hourly shall have the right to terminate the Agreement immediately if: (i) Hourly has any reason to suspect or believe that Customer may violate this Agreement; (ii) Hourly determines that Customer’s actions are likely to cause legal liability for or material negative impact to Hourly; (iii) Hourly believes that Customer has misrepresented any data or information or that Customer has engaged in fraudulent or deceptive practices or illegal activities; (iv) Hourly has determined that Customer is behind in payment of fees for the Services and Customer has not cured such non-payment within five (5) days of Hourly providing Customer with notice of the non-payment; or (v) Customer 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 Customer. Upon termination of the Agreement, Customer shall pay in full for the Services up to and including the last day on which the Services are provided.
All sections of this Agreement that by their nature should survive termination of the Agreement shall survive termination, including but not limited to rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.
Hourly reserves the right to terminate this Agreement immediately upon written notice to the Customer if:
(i) the Customer fails to make timely payments,
(ii) the Customer provides false or misleading information,
(iii) the Customer engages in unlawful activities or breaches any applicable laws, regulations, or NACHA Rules, or
(iv) Hourly determines, in its sole discretion, that the Customer’s continued use of the Services poses a reputational, financial, or legal risk to Hourly.
Hourly shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner that minimizes errors. It shall also perform the Services in a professional and workmanlike manner. Hourly makes no representations or warranties about the availability of the Services. From time to time, scheduled system maintenance or emergency maintenance may occur, and during such maintenance periods, the Services may be inaccessible and unavailable, with or without notice to Customer. Hourly does not guarantee uninterrupted or error-free operation of the Services. The Customer acknowledges that occasional service disruptions may occur due to maintenance, updates, or third-party system failures. Hourly shall not be liable for any damages or losses resulting from such disruptions except as otherwise explicitly stated in this Agreement. Hourly will use reasonable efforts to provide advance notice in writing of any scheduled service disruption. Hourly does not make any warranty as to the results that may be obtained from the use of the Services. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES ARE PROVIDED “AS IS” AND Hourly DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
Notwithstanding anything to the contrary, except for bodily injury of a person, Hourly and its officers, affiliates, representatives, contractors, and employees shall not be responsible or liable with respect to any subject matter of this Agreement under any contract, negligence, strict liability, or other theory: (a) for error or interruption of use, loss or inaccuracy or corruption of data, cost of procurement of substitute goods, services or technology, or loss of business; (b) for any indirect, exemplary, incidental, special, or consequential damages; (c) for any matter beyond Hourly’s reasonable control; or (d) for any amounts that, together with amounts associated with all other claims, exceed the Fees paid by Customer to Hourly for the Services under this Agreement in the three (3) months prior to the act that gave rise to the liability, in each case, whether or not Hourly has been advised of the possibility of such damages.
Hourly’s total liability arising out of or relating to this Agreement, regardless of the form of action, shall not exceed the total fees paid by the Customer to Hourly in the six (6) months immediately preceding the event giving rise to the claim. In no event shall Hourly be liable for indirect, incidental, special, consequential, or punitive damages, even if advised of the possibility of such damages.
Customer shall indemnify and hold harmless Hourly and its officers, directors, employees, and agents (“Indemnified Parties”), from and against any claims, disputes, demands, liabilities, damages, losses, costs, judgments, 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) Customer’s access to or use of the Services; (ii) Customer content; (iii) Customer’s violation or alleged violation of this Agreement; (iv) Customer’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) Customer’s violation or alleged violation of any applicable law, rule, or regulation, including but not limited to wage and hour laws; (vi) Customer’s violation of the NACHA Rules; (vii) Customer’s gross negligence, fraudulent activity, or willful misconduct; (viii) Hourly’s or any other Indemnified Party’s use of or reliance on information or data furnished by Customer in providing the Services, or otherwise in connection with this Agreement; (ix) actions or activities that Hourly or any other Indemnified Party undertakes in connection with the Services or this Agreement at the direct request or instruction of anyone that Hourly or any other Indemnified Party reasonably believes to be Customer (“Requested Action”); (x) Hourly’s or any other Indemnified Party’s use of or reliance on information or data resulting from such Requested Actions; or (xi) Customer’s failure to properly follow Hourly’s instructions with respect to the Services.
Hourly is not responsible or liable for any delays or failures in performance due to circumstances beyond Hourly’s reasonable control, including but not limited to acts of God, natural disasters, labor disputes, cyberattacks, governmental actions, 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 Customer.
If any provision of the Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that the Agreement will otherwise remain in full force and effect and enforceable. This Agreement is not assignable, transferable, or sub-licensable by Customer, except with Hourly’s prior written consent. Hourly may transfer and assign any rights and obligations under the Agreement without Customer’s consent. The Agreement is the complete and exclusive statement of the parties' mutual understanding and supersedes. It cancels all previous written and oral agreements, communications, and other understandings relating to the subject matter of the Agreement. Further, no agency, partnership, joint venture, or employment is created by the terms of the Agreement, and Customer does not have the authority to bind Hourly in any respect.
This Agreement shall be governed by the laws of the State of California, without regard to its conflict of laws provisions. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees. The Customer waives the right to enforce rights under this Agreement as a class action and shall solely pursue any action in an individual capacity. Further, both parties hereby and unequivocally waive the right to a jury trial.
Any dispute, claim, or controversy arising out of or relating to this Agreement shall be resolved exclusively through binding arbitration conducted under the rules of the American Arbitration Association. The arbitration shall take place in California, and the arbitrator’s decision shall be final and binding. Each party shall bear its own legal fees and costs associated with the arbitration.
Hourly may send Customer a) email messages and b) text messages related to Customer’s use of the Services. Message frequency may vary. Standard message and data rates may apply. If the Customer wants to opt-out, click on the “unsubscribe” link in the email.
Hourly will provide Technical Support to the Customer via telephone and electronic mail on weekdays from 9:00 AM to 5:00 PM Pacific Time, with the exception of Federal Holidays (“Support Hours”). The Customer may initiate a helpdesk ticket during Support Hours by calling (844) 800-2211 or at any time by emailing support@hourly.io. Hourly will use commercially reasonable efforts to respond to all Helpdesk tickets within one (1) business day.
Our pledge is simple: if our platform doesn’t meet your needs, we will refund 100% of your subscription cost for the first 90 days of service.
