Terms of Service
These are the Terms of Service when you use Eddy.
Effective date: October 26, 2026
1. Welcome and Introduction
Welcome to Eddy HR! Eddy HR is an online platform offering next-generation business tools, applications, APIs and data integrations that give our customers and users a streamlined, human-centric approach to managing their Human Resources.
Please carefully read through this Platform License and Terms of Service (“Agreement”), since they are a binding agreement between our website visitors, users, mobile application users, current and potential customers, clients, their potential and current employees, our potential and employees, and other business partners ("you" or "your") and Eddy HR, LLC. (“Eddy HR,” “Company,” “we,” “us,” “our”). The Agreement is effective when you sign up or otherwise use any of the Services or access any content or material that is made available by Eddy HR through the Services (the “Content”).
This Agreement incorporates our Privacy Policy. You acknowledge that you have read and understood the Privacy Policy and agree to be bound by it. If you don’t agree with (or cannot comply with) the Privacy Policy, then you may not use the Service or consume any Content.
The term “Services” includes all the software, mobile and web applications, widgets, tools, and functionality made available through the Services, including our platform and any help desk system, connectivity API’s, and related support services. The term "Services" also includes features for our customers to post job information and for individuals to apply for said jobs, both through our platform and through integration with third-party job sites. Any new features which augment or enhance the current Services, including the release of new features or products, including those that require additional fees, are also included in the term “Services.” However, the term “Services” does not include Professional Services. “Professional Services” means any work we do at your request to develop features, modifications, or customizations for your specific use, as well as any other work we do for you that is not included in our standard Services. If you ever require Professional Services, we will enter into a separate written agreement with you outlining the Professional Services and the terms under which they will be provided.
The term “Services” also includes our electronic signature functionality, which allows you to create documents and forms, send them to individuals for review and signature, capture Electronic Signatures, and store the resulting records (“E-Signature Service”). The E-Signature Service is subject to the Electronic Signature Service Terms of Service that follow the Payroll Terms (“E-Signature Terms”), which are incorporated into this Agreement.
An individual who is invited by you to review or sign a document through the E-Signature Service (“Signer”) and who does not otherwise have an account is not required to accept this entire Agreement to sign a document or form. A Signer must, however, accept the Electronic Records and Signature Disclosure and Consent described in the E-Signature Terms before signing, and our Privacy Policy applies to the Signer’s information.
You may access the Services via a mobile phone or other mobile device. You acknowledge that your mobile carrier's standard charges and data rates apply to any access to the Services from any mobile device. Further, your access to the Services may be limited by your mobile carrier's terms and policies or by your mobile device's settings, software, and hardware. We are not responsible to provide the Services to you based on your mobile carrier's or mobile device's requirements or limitations.
2. Exchange and Use of Information
As part of the Services, we may provide you access to certain third-party data that may originate with third parties and other users (“Third-Party Data”). All the information we provide to you through the Services that we obtain from third parties and other users is included in the term “Third-Party Data.” Our license to you includes access to the Third-Party Data, but we do not offer any warranty or representation regarding the Third-Party Data, including its accuracy, timeliness, or completeness. You are solely responsible to ensure that the Third-Party Data you access or use is accurate, timely, and complete.
Your use of the Services may involve the processing of information concerning you or your business activities, including specific information regarding your employees, customers, clients, services, and finances. Such information may include information that is considered sensitive information under certain data privacy laws, such as (a) social security number, passport number, driver’s license number, or similar identifier, (b) credit or debit card number (other than truncated digits), financial information, banking account numbers or passwords, (c) employment, financial, genetic, biometric or health information, (d) racial or ethnic information, (e) account passwords, (f) criminal history, or (g) any other information or combinations of information that falls within the definition of “special categories of data” under data privacy laws. This specific information (“Your Data”) belongs to you and we will process Your Data subject to the provisions of our Privacy Policy.
You grant us a non-exclusive, transferable, assignable, royalty-free, worldwide license to use User Content and Your Data for the purpose of providing you the Services, as restricted by the Privacy Policy.
3. Received Materials; User-Generated Content
If you send us any comments, reviews, materials, or letters including, without limitation, questions, feedback, comments, suggestions, criticisms or the like (“Received Materials”), those Received Materials may be deemed by us to be non-confidential and free of any claims of proprietary or personal rights. Company shall have no obligation of any kind with respect to such Received Materials, and Company will be free to reproduce, use, disclose, exhibit, display, transform, edit, abridge, create derivative works from and/or distribute the Received Materials without limitation or restriction; provided that if we ever wish to use your name or likeness, we will get your specific written permission. Furthermore, Company is free to use any ideas, concepts, know-how, or techniques contained in any communication you send to Company for any purpose whatsoever, including, but not limited to, developing, manufacturing, and marketing products using such information or ideas, without compensation or any other obligations to anyone, including you.
You may post, upload, and contribute (“post”) content to the Services (which may include, for example, pictures, text, information, messages, compilations, resumes, personal job information, or other types of content) (“User Content”). For the avoidance of doubt, “User Content” includes any such content posted to any support community we may establish, as well as to any other part of the Services.
You represent and warrant that, with respect to any User Content you post, (1) you have the right to post such User Content, and (2) such User Content, or its use by Company as contemplated by the Agreement, does not violate the Agreement, applicable law, or the intellectual property right, including without limitation copyright, publicity, personality, or other rights of others or imply any affiliation with or endorsement of you or your User Content by Company or any entity or individual without express written consent from such individual or entity.
We may, but we have no obligation to, monitor or review User Content. In all cases, we reserve the right to remove or disable access to any User Content for any or no reason, including but not limited to, User Content that, in our sole discretion, violates the Agreement. We may take these actions without prior notification to you or any third party. Removal or disabling of access to User Content shall be at our sole discretion, and we do not promise to remove or disable access to any specific User Content.
When you upload User Content, you acknowledge that the User Content may be viewed by other individuals, including recruiters, our customers, or other users.
We may provide you the ability to share User Content via social media, on a resume, C.V., or otherwise. You are solely responsible for the User Content, including for all intellectual property rights contained in the User Content, when you share User Content in any manner.
You grant us a non-exclusive, transferable, sub-licensable, royalty-free and fully paid up, perpetual, irrevocable, worldwide license to use, reproduce, make available, publish, translate, modify, create derivative works from, and distribute any of your User Content in connection with the Services through any medium, whether alone or in combination with other content or materials, in any manner and by any means, method or technology, whether now known or hereafter created. Aside from the rights specifically granted herein, you retain ownership of all rights, including intellectual property rights, in the User Content. Where applicable and permitted under applicable law, you also agree to waive any “moral rights” (or the equivalent under applicable law) such as your right to be identified as the author of any User Content.
You are solely responsible for all User Content that you post and share in any manner. We are not responsible for User Content, nor do we endorse any opinion contained in any User Content. YOU AGREE THAT IF ANYONE BRINGS A CLAIM AGAINST US RELATED TO USER CONTENT THAT YOU POST, THEN, TO THE EXTENT PERMISSIBLE UNDER LOCAL LAW, YOU WILL DEFEND, INDEMNIFY AND HOLD US HARMLESS FROM AND AGAINST ALL DAMAGES, LOSSES, AND EXPENSES OF ANY KIND (INCLUDING REASONABLE ATTORNEY FEES AND COSTS) ARISING OUT OF OR RELATED TO SUCH CLAIM.
Notwithstanding any other provision of this Agreement, “User Content” does not include Documents, Signed Documents, or Signature Records (each as defined in the E-Signature Terms). The license granted in this Section 3, and the statement above that User Content may be viewed by other individuals, do not apply to such documents and information. Documents, Signed Documents, and Signature Records are treated as Your Data, and our rights in them are limited to those stated in Section K of the E-Signature Terms.
4. Changes to this Agreement
At certain times, we may in our discretion need to make revisions to this Agreement. If we do, we will notify you by posting notices on the website or by e-mailing you, as appropriate in the circumstances. If you continue using the Services after the effective date of the changes, you will be deemed to have accepted the revisions. If you do not agree to the revisions, you may terminate this Agreement by notifying us via e-mail at support@eddy.com. Any other changes to this Agreement must be in writing signed by both parties. Changes to the E-Signature Terms are governed therein.
5. Services, Payment, and Term
When you sign up using a credit card or other payment method, you authorize us to make the charges disclosed to you at the time you sign up, including recurring payments, where applicable.
We may periodically increase the pricing of the Services. If we do so, we will notify you of any such increase at least thirty (30) days before the increase takes effect.
The term of this Agreement shall be a period of one year, with a one-year renewal occurring automatically at the end of each year unless a party notifies the other not less than thirty (30) days prior to the end of the then-current term that it intends to terminate this Agreement or if either party terminates the Agreement as otherwise provided herein.
6. Trials and Beta Testing
From time to time, we or others on our behalf may offer access to beta models of the Services or trials of paid subscriptions for a specified period without payment or at a reduced rate (each, a “Trial”). We reserve the right, in our absolute discretion, to determine your eligibility for a Trial, and, subject to applicable laws, to withdraw or to modify a Trial at any time without prior notice and with no liability, to the greatest extent permitted under the law.
For some Trials, we’ll require you to provide your payment details to start the Trial. AT THE END OF SUCH TRIALS, WE MAY AUTOMATICALLY START TO CHARGE YOU THE APPLICABLE FEES ON THE FIRST DAY FOLLOWING THE END OF THE TRIAL, ON A RECURRING MONTHLY BASIS. BY PROVIDING YOUR PAYMENT DETAILS IN CONJUNCTION WITH THE TRIAL, YOU AGREE TO THIS CHARGE USING SUCH PAYMENT DETAILS. IF YOU DO NOT WANT THIS CHARGE, YOU MUST CANCEL THE APPLICABLE PAID SUBSCRIPTION THROUGH YOUR ACCOUNT’S SUBSCRIPTION PAGE OR TERMINATE YOUR ACCOUNT BEFORE THE END OF THE TRIAL. IF YOU DO NOT WANT TO CONTINUE TO BE CHARGED ON A RECURRING MONTHLY BASIS, YOU MUST CANCEL THE APPLICABLE PAID SUBSCRIPTION THROUGH YOUR ACCOUNT’S SUBSCRIPTION PAGE OR TERMINATE YOUR ACCOUNT BEFORE THE END OF THE RECURRING MONTHLY PERIOD. PAID SUBSCRIPTIONS CANNOT BE TERMINATED BEFORE THE END OF THE PERIOD FOR WHICH YOU HAVE ALREADY PAID, AND EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, WE WILL NOT REFUND ANY FEES THAT YOU HAVE ALREADY PAID.
IF THE TRIAL CONSISTS OF ACCESS TO A BETA MODEL, YOU ACKNOWLEDGE THAT THE BETA MODEL HAS NOT BEEN FULLY DEVELOPED AND MAY BE SUBJECT TO DEFECTS THAT WOULD BE UNACCEPTABLE IN A FULLY DEVELOPED VERSION. YOU AGREE THAT THE LICENSE GRANTED UNDER A BETA TRIAL IS WITHOUT WARRANTY OF ANY NATURE, INCLUDING THE IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE AND MERCHANTABILITY, AS WELL AS NON-INFRINGEMENT, AND ANY OTHER WARRANTY. BETA USERS HAVE NO CLAIM WHATSOEVER AGAINST US FOR ANY REASON WHATSOEVER WITH RESPECT TO THEIR USE OF THE SERVICES IN CONNECTION WITH A BETA TRIAL.
7. License and Acceptable Use
Company hereby grants you, subject to this Agreement, a limited non-exclusive, non-sublicensable, non-transferable, license to use the Services for your internal business purposes. You have no rights in the Services other than as expressly provided in this Agreement. You may not download any portion of the website, any Company mobile application, or use any Services other than for your own personal business use. You may not use any data mining, robots, or similar data gathering tools or otherwise exploit your access to the Services for any commercial purpose. You may not use any of the trademarks, logos, or other proprietary graphics without express written permission, which may be denied in Company’s absolute discretion. Company’s logos and product and service names are trademarks of Company. All other trademarks appearing on the website, any Company mobile application, or in connection with the Services are trademarks of their respective owners, and our reference to them does not imply or indicate any approval or endorsement by their owners unless such approval or endorsement is expressly made.
In addition to any other things that might constitute a misuse of the Services, you must not, and must not attempt to do the following things:
- modify, alter, tamper with, repair or otherwise create derivative works of any of the Services;
- reverse engineer, disassemble or decompile the software used to provide or access the Services, or attempt to discover or recreate the source code used to provide or access the Services, except and only to the extent that the applicable law expressly permits doing so;
- use the Services for research or benchmarking or any related endeavor with the intent of creating a competing or similar product;
- use the Services in any manner or for any purpose other than as expressly permitted by this Agreement, the Privacy Policy, or any other policy, instruction or terms applicable to the Services;
- sell, lend, rent, resell, lease, sublicense or otherwise transfer any of the rights granted to you with respect to the Services to any third party;
- remove, obscure or alter any proprietary rights notice pertaining to the Services;
- access or use the Services in a way intended to improperly avoid incurring fees or exceeding usage limits or quotas;
- use the Services to: (i) engage in any unlawful or fraudulent activity or perpetrate a hoax or engage in phishing schemes or forgery or other similar falsification or manipulation of data; (ii) send unsolicited or unauthorized junk mail, spam, chain letters, pyramid schemes or any other form of duplicative or unsolicited messages, whether commercial or otherwise; (iii) advertise or promote a commercial product or service that is not available through Company; (iv) store or transmit inappropriate content, such as content: (1) containing unlawful, defamatory, threatening, pornographic, abusive, libelous or otherwise objectionable material of any kind or nature, (2) containing any material that encourages conduct that could constitute a criminal offense, or (3) that violates the intellectual property rights or rights to the publicity or privacy of others; (v) store or transmit any content that contains or is used to initiate a denial of service attack, software viruses or other harmful or deleterious computer code, files or programs such as Trojan horses, worms, time bombs, cancelbots, or spyware; or (vi) abuse, harass, stalk or otherwise violate the legal rights of a third party;
- interfere with or disrupt servers or networks used by Company to provide the Services or used by other users to access the Services, or violate any third party regulations, policies or procedures of such servers or networks or harass or interfere with another user’s full use and enjoyment of any of the Services;
- access or attempt to access Company’s other accounts, computer systems or networks not covered by this Agreement, through password mining or any other means;
- cause, in Company’s sole discretion, inordinate burden on the Services or Company’s system resources or capacity; or
- share passwords or other access information or devices or otherwise authorize any third party to access or use the Services; provided that this restriction does not prohibit you from sending a Document to a Signer through the E-Signature Service, or prohibit a Signer from using the unique link, access code, or other credential issued to that Signer to access and sign that Document.
8. Third-Party Applications
The Services may be integrated with third-party applications, websites, mobile applications, and services (“Third Party Applications”) to make available content, products, and/or services to you. Although you may pay for these Third-Party Applications through our Services, these Third-Party Applications may have their own terms and conditions of use and privacy policies and your use of these Third-Party Applications will be governed by and subject to such terms and conditions and privacy policies. You understand and agree that we do not endorse and are not responsible or liable for the behavior, features, or content of any Third-Party Application or for any transaction you may enter into with the provider of any such Third-Party Applications despite integration with our Services.
9. Your Account and Collaborators
You are responsible for maintaining the confidentiality of any account information, including your login and password, and for restricting access to your computer, mobile device, tablet, or other electronic device you use to access the Services, and accept responsibility for all activities that occur under your account or password. Company reserves the right to refuse service, terminate accounts, remove or edit content in its sole discretion. You are also solely responsible for the accuracy and currency of the data entered into the Services under your user account. You agree to indemnify and hold Company harmless from and against any claim related to (a) unauthorized access to your account, including through fraudulent actions of third parties as a result of your actions or omissions (including failing to maintain a strong password), and (b) the content, accuracy, or currency of the information you provide through the Services.
The Services may provide you with the opportunity to invite employees, contractors, attorneys, and other service providers (“Collaborators”) to access Your Data and User Content associated with your account. If this functionality is made available to you and you use this functionality, you shall be solely responsible for the actions of your Collaborators. Company may limit the number of licensees with whom an individual Collaborator may collaborate and may require a Collaborator to obtain a paid license at any time, in Company’s sole and absolute discretion. Collaborators are not third-party beneficiaries of this Agreement and are not entitled to any remedies or rights under this Agreement. Signers invited to review or sign a Document are not Collaborators.
Further, you may have an option to link your third-party email account to the Services, which function allows us to access and edit the calendar associated with said email account. When you link third-party, you authorize us to collect, store, and use any Data (as defined in our Privacy Policy) the third-party platform may give us (i.e. email address, username, etc. Please note that any third-party platform you link to the Services likely has its own privacy policy that governs its use and processing of your data. Please refer to any applicable third-party privacy policy for information regarding their use and processing of your information.
You acknowledge that Company will never ask you to disclose your password to Company or any other person. You shall not share your account information, including username and password, with any other person other than your authorized Collaborators. You shall maintain a strong and unique password (using a mix of numbers, letters, and symbols and is only used for this account) and periodically change your password. You shall always log out of your account when you use a computer you share with other people.
10. Confidentiality
10.1 Confidential Information. During the term of this Agreement, each party or its employees, consultants, or agents may receive information of the other party that is proprietary or confidential (“Confidential Information”). Each party agrees to hold the Confidential Information of the other party in confidence and not to disclose such Confidential Information to any third parties except as expressly authorized by this Agreement or to use such Confidential Information for purposes outside the scope of this Agreement. Each party may disclose the Confidential Information of the other party only to its employees, consultants and agents who need to know such Confidential Information for the purposes of this agreement and who are subject to confidentiality obligations at least as protective of the Confidential Information as those set out herein. Each party will advise its employees, consultants and agents of their responsibilities under this Agreement and be responsible for any breach of this section by its employees, consultants or agents. Confidential Information shall not include information that is: (a) part of, or becomes part of, the public domain (other than by disclosure by the receiving party in violation of this Agreement); (b) previously known to the receiving party without an obligation of confidentiality; (c) independently developed by the receiving party outside this Agreement and without use of the Confidential Information; (d) rightfully obtained by the receiving party from third parties without an obligation of confidentiality; or (e) otherwise addressed in this Agreement.
10.2 Exceptions. Notwithstanding the foregoing, either party may disclose the Confidential Information of the other party to the extent such disclosure is required to comply with applicable law or the valid order or requirement of a governmental or regulatory agency or court of competent jurisdiction, provided that the disclosing party (a) restricts such disclosure to the maximum extent legally permissible; (b) notifies the party to whom the Confidential Information belongs as soon as practicable of any such requirement and cooperate with such party to seek a protective order or other legal remedy attempting to prevent the public disclosure of the Confidential Information; and (c) that subject to such disclosure, such disclosed materials shall in all respects remain subject to the restrictions set forth in this Agreement.
10.3 Remedies. The parties acknowledge that their respective Confidential Information is unique and valuable, and that breach by a party of the obligations of this section regarding the other party’s Confidential Information could result in irreparable injury to the other party for which monetary damages alone would not be an adequate remedy. Therefore, the parties agree that in the event of a breach or anticipated breach of this section, the affected party shall be entitled to seek injunctive or other equitable relief as a remedy for any such breach or anticipated breach without the necessity of posting a bond. Any such relief shall be in addition to and not in lieu of any appropriate relief in the way of monetary damages.
11. Links and Third-Party Rights
Company may provide links to other websites, resources, or mobile applications. Because we have no control over such sites and resources, you acknowledge and agree that Company is not responsible for the availability or content of such external sites, resources, or mobile applications.
12. Copyright and Title
The Services and all copyrights, trade secrets and other proprietary rights therein, including any derivative work, are, and will remain the sole property of Company, regardless of the use made by you; and are protected by certain United States and international copyright laws and trademark laws. The Services are licensed, not sold, to you. This Agreement confers no title of ownership in the Services and are not a sale of any rights in the Services, including any intellectual property rights related thereto.
13. Disclaimer of Warranty
EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SERVICES AND EVERY ELEMENT THEREOF, INCLUDING WITHOUT LIMITATION THIRD-PARTY CONTENT, ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND, ORAL, WRITTEN, STATUTORY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF PERFORMANCE OR MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. COMPANY DOES NOT WARRANT OR GUARANTEE THE AVAILABILITY, CURRENCY, COMPLETENESS, ACCURACY, OR TRUTHFULNESS OF ANY INFORMATION PROVIDED BY OR WITH RESPECT TO THE SERVICES. WITHOUT LIMITING THE FOREGOING, COMPANY DOES NOT WARRANT THAT ALL ERRORS CAN BE CORRECTED, OR THAT OPERATION OF THE WEBSITE, MOBILE APPLICATION, AND DELIVERY OF THE SERVICES SHALL BE UNINTERRUPTED, ERROR-FREE, OR MEET YOUR DESIRED REQUIREMENTS.
Because some jurisdictions may not allow the exclusion of implied warranties, such limitation may not apply in its entirety to Licensee. Any warranties made in this Agreement are for your benefit only.
14. Limitation of Liability
IN NO EVENT WILL COMPANY, ITS SUPPLIERS, SHAREHOLDERS, OFFICERS, EMPLOYEES OR AGENTS BE LIABLE FOR ANY LOST PROFITS, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING DAMAGES ARISING OUT OF THIS AGREEMENT OR THE USE OF OR RELIANCE UPON THE SERVICES, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. UNDER NO CIRCUMSTANCES WILL COMPANY’S TOTAL LIABILITY OF ANY KIND ARISING OUT OF OR RELATED TO THIS AGREEMENT AND USE OF THE SERVICES (INCLUDING BUT NOT LIMITED TO WARRANTY CLAIMS), REGARDLESS OF THE FORUM AND REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED ON CONTRACT, TORT, OR OTHERWISE, EXCEED THE AMOUNT PAID BY YOU DURING THE 12-MONTH PERIOD PRIOR TO SUCH CLAIM ARISING. THE PARTIES AGREE THAT THIS SECTION SHALL SURVIVE AND CONTINUE IN FULL FORCE AND EFFECT DESPITE ANY FAILURE OF CONSIDERATION OR OF AN EXCLUSIVE REMEDY. THE PARTIES ACKNOWLEDGE THAT THE PRICES HAVE BEEN SET AND THE AGREEMENT ENTERED INTO IN RELIANCE UPON THESE LIMITATIONS OF LIABILITY AND THAT ALL SUCH LIMITATIONS FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES. BECAUSE SOME JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OR LIMITATION OF CONSEQUENTIAL OR INCIDENTAL DAMAGES, SUCH LIMITATIONS MAY NOT APPLY.
15. Service Limitations and Modifications
Company will make reasonable efforts to keep the Services operational. However, certain technical difficulties or maintenance may, from time to time, result in temporary interruptions. To the extent permissible under applicable law, we reserve the right, periodically and at any time, to modify or discontinue, temporarily or permanently, functions and features of the Services, with or without notice, all without liability to you, except where prohibited by law, for any interruption, modification, or discontinuation of the Services or any function or feature thereof. You understand and agree that Company has no obligation to maintain, support, upgrade, or update the Services, or to provide all or any specific content through the Services. Company and/or the owners of any Content may, from time to time, remove any such Content without notice to the extent permitted by applicable law. Notwithstanding the foregoing, we will not modify or discontinue the Services in a manner that eliminates your ability to access and export your Signed Documents and Signature Records during your account term or the Retrieval Period described in Section 17.
16. Termination; Survival
This Agreement may be terminated by either party upon the breach of any material provision of this Agreement that is not cured within thirty (30) days after notice of breach. However, in the event of termination for any reason, you acknowledge and agree that the perpetual license granted by you in relation to User Content is irrevocable and will therefore continue after expiry or termination of this Agreement. We may terminate this Agreement or suspend your access to the Services at any time, and with or without notice, in the event of your actual or suspected unauthorized use of the Services and/or Content. You may terminate this Agreement at any time, but in no event shall you receive a refund of fees or other payments, whether paid in arrears or in advance.
Any provisions of this Agreement that, either explicitly or by their nature, must remain in effect even after termination of the Agreements to give effect to those provisions, shall survive termination.
17. Post-Termination Assistance
For a period of ninety (90) days following termination for any reason (“Retrieval Period”), Company agrees to provide Your Data to you in a reasonably approved format, upon request and at no additional charge, in a reasonably approved format, including all Signed Documents and Signature Records. Company will not delete Signed Documents or Signature Records before the end of the Retrieval Period. After the Retrieval Period, Company may delete Your Data in accordance with the Privacy Policy and its retention practices, except as otherwise required by law. You are solely responsible for retrieving and retaining Signed Documents and Signature Records for the periods required by law before the Retrieval Period ends. If you desire any other assistance to transition to a new provider of similar services, Company may do so in its discretion after receipt of reasonable fees at Company’s standard hourly rates for the provision of such transition services.
18. Governing Law and Jurisdiction
The Services are operated by Company from its offices in Utah in the United States. The validity, construction, and performance of this Agreement shall be governed by and construed in accordance with the laws of the State of Utah, without reference to choice of law principles. You expressly agree that exclusive jurisdiction for any claim or dispute with Company, this Agreement, or relating in any way to your use of the Services resides in the federal and state courts located in Salt Lake County, State of Utah, and you do hereby submit to and consent to jurisdiction and venue in the courts of that state. You agree to waive any defense pertaining to jurisdiction and venue. In the event any provision hereof shall be held by a tribunal of competent jurisdiction to be contrary to law, the remaining provisions of this Agreement shall remain in full force and effect.
19. Attorney Fees
In case of an action to enforce any rights or conditions of this Agreement, or appeal from said proceeding, it is mutually agreed that the losing party in such suit, action, proceeding or appeal shall pay the prevailing party’s reasonable attorney fees and costs incurred.
20. Entire Agreement
This Agreement, combined with our Payroll Terms and E-Signature Terms, where applicable, is a binding contract and constitutes the entire agreement and understanding of the parties, whether oral or written, relating to the subject matter hereof; are intended as the parties’ final expression and complete and exclusive statement of the terms hereof, superseding all prior or contemporaneous agreements, representations, communications, and understandings, whether written or oral; and may be amended or modified only by an instrument in writing signed by both parties.
21. Non-Waiver
No waiver of any provision of this Agreement shall constitute a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver. Failure to enforce any provision of this Agreement shall not operate as a waiver of such provision or any other provision or of the right to enforce such provision or any other provision.
22. Severability; Binding Effect
If any provision of this Agreement shall be invalid or unenforceable in any respect for any reason, the validity and enforceability of any such provision in any other respect and of the remaining provisions of this Agreement shall not be impaired. This Agreement shall be binding on and inure to the benefit of the parties and their permitted heirs, personal representatives, successors, and assigns.
23. Force Majeure
Company will not be liable for or be considered to be in breach of or default under this Agreement on account of, any delay or failure to perform as required by this Agreement as a result of any cause or condition beyond Company’s reasonable control.
24. Defense and Indemnification
In addition to the other provisions of this Agreement, you agree to defend Company, and Company's employees, officers, directors, agents, subsidiaries, affiliates, representatives, successors, and assigns (collectively "Company Parties") from any actual or threatened third-party claim arising out of or based upon (1) your and your Collaborators’ use of the Services, including without limitation any claim by your client or customer based on the inaccuracy, untimeliness, or incompleteness of any Third-Party data, (2) your failure to comply with any of the provisions of applicable law, and (3) your breach of any of the provisions of this Agreement. In addition, you agree to indemnify, defend, and hold harmless the Company Parties from and against: (a) all damages, costs, and attorney fees finally awarded against the Company Parties in any proceeding under this section; (b) all out-of-pocket costs (including reasonable attorney fees) reasonably incurred by the Company Parties in connection with the defense of such proceeding (other than when you have accepted defense of such claim); and (c) if any proceeding arising under this section is settled, any amounts to any third party agreed to by you in settlement of any such claims. The Company Parties may control, in their sole discretion, the defense or settlement of any third-party claims.
Company agrees to indemnify and hold you harmless from any final judgment (except through confession of judgment) obtained by a third party you due to Company's actual (not alleged or perceived) infringement of a third-party's intellectual property rights through Company's Services or platform.
25. Electronic Communications
When you visit us at EddyHR.com, download and use any Company mobile application, submit job applications through the Services posted by our customers and business partners, or send emails to us, you are communicating with us electronically, and you consent to receive communications from us electronically. We will communicate with you by email or by posting notices on our website or through notifications on any Company mobile applications. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.
Your use of some features of our Services, including submission of job applications and information (i.e. resumes), may include our communicating with you via SMS or other text messages mechanisms ("Messages"). Your participation in these features, including by entering your phone number into the Services, constitutes your prior express written consent to receive Messages from Eddy HR, either directly or through our service providers, or from our customers and business partners; provided, however, that Eddy HR is not responsible and carries no liability for text messages, emails, or other electronic notifications sent directly by our customers to such users.
You certify, warrant, and represent that the telephone number(s) that you have provided to us are your contact numbers and that you are permitted to receive calls or Messages at such telephone numbers. You shall promptly alert us whenever you stop using a particular telephone number.
Your consent includes your express consent for us to send you promotional, marketing, informational, and administrative Messages. You can unsubscribe from further Messages by replying STOP. Further, you acknowledge that your mobile carrier's standard charges and data rates may apply received by you.
For our customers, you acknowledge that Messages sent by us may include a "Powered by Eddy" moniker.
Electronic signatures and records. The consent in this Section 25 applies to communications between you and Company. It does not take the place of the separate agreement to conduct transactions electronically that each Signer must give before signing a Document, as described in the E-Signature Terms. Messages that relate to a Document (such as signature requests, reminders, and completion notices) are transactional. No person is required to consent to promotional or marketing Messages to use the E-Signature Service or to sign a Document, and the consent to promotional Messages described in this Section 25 does not apply to a Signer unless the Signer separately and expressly agrees to it.
26. Independent Contractors
The parties to this Agreement are independent contractors, and there is no actual or intended relationship of agency, partnership, joint venture, employment or franchise between the parties. Neither party is an agent of the other party, and neither party has the authority to bind the other party, or to incur any obligation on the other party’s behalf.
27. Privacy Rights
Use of the Services may involve the processing of the personal information of various individuals, including your employees, administrators, officers, vendors, contractors, and others. We comply with all applicable laws related to privacy protection, and you agree to also comply with all such laws. Signature Records and other data we process in connection with the E-Signature Service are processed in accordance with the Privacy Policy.
For purposes of complying with the General Data Protection Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (“EU GDPR”) and United Kingdom General Data Protection Regulation, as it forms part of the law of England and Wales, Scotland and Northern Ireland by virtue of section 3 of the European Union (Withdrawal) Act 2018 ("UK GDPR") (collectively, when applicable, the "GDPR"), we have adopted a Data Processing Agreement (“DPA”) located at https://eddyhr.com/data-processing-agreement/, which governs how we process the personal data we receive in connection with your use of the Services. The DPA is incorporated into this Agreement as if it were set forth in full herein. For individuals residing in the EU and the UK, the DPA incorporates the appropriate transfer mechanisms attached thereto for purposes of authorizing and allowing data controllers to transfer personal data for processing in the United States.
We also comply with the provisions of the California Consumer Privacy Act and the California Privacy Rights Act, to the extent such laws apply to us, as described in our Privacy Policy.
As other laws related to privacy protection are adopted in jurisdictions across the world, we attempt to comply with those laws to the extent such laws apply to us, and you must also comply with those laws as they are adopted.
28. SECURITY BREACH
In the event of a security breach, as defined by applicable local, state, national, and international laws, rules and regulations, by Company or its employees, contractors or agents (in their capacity as such), upon discovery of such breach, Company will: (a) initiate remedial actions that are in compliance with applicable law and consistent with industry standards; and (b) promptly notify you of the security breach, its nature and scope, the remedial actions Company will undertake. You will be responsible for fulfilling your obligations under applicable law.
PAYROLL SERVICE TERMS OF SERVICE
These payroll service terms of service (“Payroll Terms”) are incorporated into our Agreement. All provisions of the Agreement are still applicable to your use of the Payroll Service; provided, however, that to the extent any provisions of these Payroll Terms conflict with provisions of the Agreement, these Payroll Terms control. All capitalized terms not otherwise defined in these Payroll Terms have the meanings given them in the Agreement.
These Payroll Terms apply to you when you enroll in our full-service payroll service (“Payroll Service”). When you enroll in the Payroll Service, you agree to abide by these Payroll Terms. We encourage you to carefully read these Payroll Terms as they represent a legally binding agreement between us and you.
The Payroll Service is included in the term “Services” under the Agreement.
A. Payroll Service
The term “Payroll Service” includes our provision of a platform that allows you to automate payroll processes, including but not limited to approval of paid-time off requests, reimbursements, bonuses, calculate taxes and withholdings, review and submit payroll through direct deposit and printed check options, automate quarterly and annual tax filings and payments, distribute end-of-year W-2 and 1099 documents, and supply your employees with their personal payroll information.
To the extent that you satisfy your obligations under these Payroll Terms, including payment of all fees associated with your use of the Payroll Service, including but not limited to transferring the necessary funds to our Service Providers or ensuring that such funds are available to process payroll deposits (“Payroll Fees”), we will provide you the Payroll Service in a professional manner.
B. Your Obligations, Representations, and Warranties
Our provision of the Payroll Service relies on you providing and uploading complete and accurate Payroll Information into the Payroll Service. “Payroll Information” means any information provided to us through the Payroll Service, including but not limited information to calculate and pay employee payroll, such as wage and salary information and hours worked, if applicable, paid-time off information, employee benefit information, bank information, information related to payroll tax obligations, such as your employer identification number, unemployment insurance tax rates, payroll schedule, federal and state tax information, local powers of attorney (if necessary), and any other information provided by you and necessary for our provision of the Payroll Service.
You shall upload complete and accurate Payroll Information into the Payroll Service and shall keep all Payroll Information up-to-date and accurate. You shall immediately correct any inaccurate or missing Payroll Information either through the Payroll Service or by contacting us directly. When you upload Payroll Information to the Payroll Service: (1) such upload constitutes your approval for us and our Service Providers to manage and run your payroll and any other services contemplated by the Payroll Service; (2) you represent and warrant that: (a) the Payroll Information is accurate and complete; (b) the Payroll Information processed through the Payroll Service will not violate any applicable law; (c) the Payroll Information does not infringe on the intellectual property, moral, or other rights of any third party; and (3) you waive and release Company and its Service Providers from any claims related to the inaccuracy, errors, or omissions of the Payroll Information by your employees, regulators, administrative agencies, or other third parties. YOU ARE SOLELY RESPONSIBLE FOR THE ACCURACY AND COMPLETENESS OF ALL PAYROLL INFORMATION. Neither we nor our Service Providers are responsible for the accuracy or completeness of any Payroll Information uploaded to the Payroll Service.
You shall obtain all necessary consents from your employees to include their personal information as Payroll Information in the Payroll Services. While you are primarily responsible to obtain all legal consents necessary to process payroll, make tax payments or withholdings, file tax documents, or any other action that is part of the Payroll Service, we may provide assistance through the Services to collect and maintain any such consents.
You shall appoint at least one point of contact (“Payroll Administrator”) with which we may communicate as needed to provide the Payroll Service. You may have the option to appoint more than one Payroll Administrator in your discretion. We will look solely to the Payroll Administrator(s) for any instructions, changes, authentication of information, and any other process to operate the Payroll Service.
You shall ensure that you timely pay and make available all Payroll Fees. If you do not have sufficient funds available to satisfy payroll payments, we may terminate the Payroll Service upon five (5) days written notice. Further, you are solely responsible and acknowledge that we and our Service Providers are not responsible for any failed payroll payments due to: (a) your failure to ensure that funds are available to make all necessary payroll and tax payments, or (b) any fraud or bank account diversion attempts for your employees. We will alert you to any changes in your employees’ bank account information but you are solely responsible for confirming and ensuring that your employees’ bank account information is accurate within the Payroll Service.
You are required to satisfy all legal obligations before you begin using the Payroll Service, including but not limited to deposits of all federal, state, and local withholding liabilities, payroll returns to tax agencies due for tax liabilities, cancelling any previous payroll services of professional employee organizations or leasing companies, submitting appropriate tax filings, and any other obligation or liability incurred prior to enrolling and using the Payroll Service.
C. Third-Party Service Providers
We have engaged third-party service providers (“Service Providers”) to assist us in providing the Payroll Services. Specifically, we use Check (www.checkhq.com) to process payroll payments and manage tax payments, distributions, withholdings, and filings. To use the Payroll Service, you must agree to Check’s terms of service and payroll user service terms, as applicable. By using the Payroll Service, you agree to our use of Check’s services to operate the Payroll Service. You acknowledge that certain parts of the Payroll Service are operated through Check and governed by Check’s terms of service. You shall timely pay all Payroll Fees to ensure that we and our Service Providers can timely operate and process the Payroll Service.
D. License to and Processing of Payroll Information
You hereby consent and grant us and our Service Providers’ a limited, transferable, sub-licensable, royalty-free, revocable, non-exclusive license to use and access the Payroll Information to provide the Payroll Service. Your license to us and our Service Providers includes the right to use and disclose Payroll Information in an aggregated, de-identified, or anonymized manner to perform analytics, improve the Payroll Services, or for any other legal purpose.
Further, you consent to our or our Service Providers’ disclosure of Payroll Information to banks or other financial institutions to operate the Payroll Service.
You acknowledge that as part of the Payroll Service, we may process Payroll Information in our systems. We will take commercially reasonable efforts to maintain the integrity, security, and privacy of all Payroll Information. You further acknowledge that as part of the Payroll Service, we act as an intermediary between you and your employees and consent to us sharing certain Payroll Information with your employees.
E. Indemnification
In addition to the other provisions of the Agreement, you shall defend, indemnify, and hold harmless Company, and Company's employees, officers, directors, agents, subsidiaries, affiliates, representatives, successors, and assigns (collectively "Company Parties") from any actual or threatened third-party claim arising out of or based upon (1) you and your Payroll Administrator’s use of the Payroll Service, including without limitation any claim by your employees or any governmental entity based on the inaccuracy, untimeliness, or incompleteness of any Payroll Information, (2) your failure to comply with any of the provisions of applicable law, and (3) your breach of any of the provisions of these Payroll Terms. Your indemnification obligations under this section include: (x) all damages, costs, and attorney fees finally awarded against the Company Parties in any proceeding under this section; (y) all out-of-pocket costs (including reasonable attorney fees) reasonably incurred by the Company Parties in connection with the defense of such proceeding (other than when you have accepted defense of such claim); and (z) if any proceeding arising under this section is settled, any amounts to any third party agreed to by you in settlement of any such claims. The Company Parties may control, in their sole discretion, the defense or settlement of any third-party claims.
F. Effect of Termination of Payroll Service
If either party terminates the Payroll Service, Company is not responsible and has no obligation to make further payroll payments, tax payments, withholdings, or filings, or any other actions that occur as part of the Payroll Service. You acknowledge that if either party terminates your access to the Payroll Service, you shall immediately make other arrangements to process your next scheduled payroll to your employees and timely make any tax or other elections as necessary to keep your company and your employees in compliance with all applicable laws.
ELECTRONIC SIGNATURE SERVICE TERMS OF SERVICE
These electronic signature service terms of service (“E-Signature Terms”) are incorporated into our Agreement. All provisions of the Agreement continue to apply to your use of the E-Signature Service; provided, however, that to the extent any provision of these E-Signature Terms conflicts with a provision of the Agreement, these E-Signature Terms control. All capitalized terms not otherwise defined in these E-Signature Terms have the meanings given them in the Agreement.
These E-Signature Terms apply to you when you use any feature of the Services that allows you to create documents or forms, send them to others for review or signature, capture Electronic Signatures, or store signed records (“E-Signature Service”). The E-Signature Service is included in the term “Services” under the Agreement. We encourage you to read these E-Signature Terms carefully, as they represent a legally binding agreement between us and you. In these E-Signature Terms, “you” and “Customer” mean the business or other organization that holds the account and uses the E-Signature Service to send Documents, together with its Authorized Users.
A. E-Signature Service; Definitions
A.1 E-Signature Service. The E-Signature Service allows you to (a) create, upload, and populate Documents and Templates; (b) send Documents to Signers for review, completion, and signature; (c) capture Electronic Signatures and other responses; (d) generate Signed Documents and Signature Records; and (e) store and retrieve them. Features of the E-Signature Service may change as provided in Section 15 of the Agreement and Section O of these E-Signature Terms.
A.2 Definitions. In these E-Signature Terms:
“Authorized User” means an employee, Collaborator, or other individual whom you permit to use the E-Signature Service on your behalf, including to create Templates, send Documents, or sign on your behalf.
“Document” means any form, agreement, notice, disclosure, acknowledgment, policy, letter, or other record that is created, uploaded, populated, sent, or stored through the E-Signature Service, including Templates.
“E-Signature Laws” means the federal Electronic Signatures in Global and National Commerce Act, 15 U.S.C. § 7001 et seq. (“ESIGN”); the Utah Uniform Electronic Transactions Act, Utah Code Ann. § 46-4-101 et seq. (“UETA”); and any other federal or state law that applies to electronic signatures or electronic records in connection with a Document.
“Electronic Signature” means an electronic sound, symbol, or process attached to or logically associated with a record and executed or adopted by a person with the intent to sign the record.
“Signature Record” means the audit trail, certificate of completion, record of consent, and associated metadata that the E-Signature Service generates for a Document, as further described in Section G.1.
“Signed Document” means a Document that has been signed by every Signer whose signature is required and has been finalized in the E-Signature Service.
“Signer” means any individual who is asked to review, complete, or sign a Document through the E-Signature Service, including your employees, job applicants, contractors, and Collaborators, and including your own Authorized Users when they sign.
“Template” means a reusable Document or form created using the Services.
B. Agreement to Transact Electronically; Right to Decline
B.1 Your Agreement. By using the E-Signature Service, you, on behalf of yourself and your Authorized Users, shall conduct by electronic means, through the E-Signature Service, the transactions for which you send Documents, and to be bound by Electronic Signatures applied to Signed Documents in accordance with these E-Signature Terms.
B.2 Signer’s Agreement Required. Each Signer must separately agree to conduct transactions electronically before signing. The E-Signature Service is designed to require each Signer to review and affirmatively accept the Electronic Records and Signature Disclosure and Consent in the form attached as Exhibit A, as it may be updated under Section O (“Signer Disclosure”), before the Signer may sign any Document. You will not instruct, permit, or assist any person to bypass, pre-accept, or accept the Signer Disclosure on a Signer’s behalf, and you will not rely on the Electronic Signature of a Signer who has not accepted the Signer Disclosure or who has withdrawn consent. The parties intend this express agreement to satisfy UETA § 46-4-105(2) and ESIGN § 7001(c).
B.3 No Obligation to Use Electronic Means. Nothing in the Agreement requires any Signer or other person to use or accept Electronic Signatures or electronic records. A person who has agreed to conduct one transaction by electronic means may refuse to conduct other transactions by electronic means, and that right cannot be waived by agreement. Nothing in the Agreement, the Signer Disclosure, or any Document is intended to waive that right.
B.4 Non-Electronic Alternative. If a Signer declines to sign electronically, withdraws consent, or asks for a paper version of a Document, you are responsible for providing a reasonable non-electronic alternative for that Document, unless applicable law permits you to require electronic means. You are solely responsible for determining under applicable law whether you may condition employment, engagement, benefits, or any other matter on a Signer’s use of electronic means, and the E-Signature Service does not make that determination for you. You will not take any adverse action against a Signer for exercising the rights described in this Section B to the extent prohibited by law.
B.5 Withdrawal of Consent. A Signer may withdraw consent at any time by following the procedures in the Signer Disclosure. Withdrawal takes effect within a reasonable time after it is received, does not affect the legal effectiveness, validity, or enforceability of Documents provided, signed, or made available electronically before it takes effect, and is not subject to any fee charged by Company. You are responsible for providing any non-electronic alternative that is needed after a Signer withdraws consent. You shall immediately notify us in writing of any withdrawal of consent.
C. Legal Effect of Electronic Signatures and Records
C.1 Equivalent Effect. You acknowledge, on behalf of yourself and your Authorized Users, that an Electronic Signature applied through the E-Signature Service is intended to have the same legal effect, validity, and enforceability as a handwritten signature, and that a Document or Signed Document will not be denied legal effect, validity, or enforceability solely because it is in electronic form or because an Electronic Signature or electronic record was used in its formation, in each case to the fullest extent permitted by the E-Signature Laws.
C.2 Intent to Sign. The E-Signature Service is designed so that an Electronic Signature is applied only after the Signer has been given access to the complete Document and takes an affirmative action, such as clicking a button that is labeled to show the Signer is signing, after being shown a statement that the action is the Signer’s legally binding signature. You will not configure or use the E-Signature Service in a manner that applies a signature without that affirmative act by the Signer, including by applying a stored or pre-populated signature for a Signer without the Signer’s action.
C.3 Signature Methods. Depending on the Document and your configuration, a Signer may adopt an Electronic Signature by typing a name or drawing a signature as made available by the E-Signature Service. You are responsible for confirming that the signature method is appropriate for each Document.
C.4 Counterparts; Originals. A Document may be executed in counterparts and by different Signers at different times. To the extent permitted by applicable law, a Signed Document stored by the E-Signature Service in accordance with Section G is an original, and a printed copy is a copy.
C.5 No Assurance of Enforceability; No Legal Advice. The legal effect of a Signed Document depends on its content, the identity and capacity of the parties, and applicable law, including law outside the E-Signature Laws. Company does not represent or warrant that any Document, Template, or Electronic Signature is valid, enforceable, or sufficient for any particular purpose.
D. Signer Authentication; Attribution; Review and Correction
D.1 Identity of Signers. You decide who is asked to sign each Document. You are responsible for (a) providing an accurate name and contact information (email address or mobile number) for each Signer; (b) confirming that each Signer is the person you intend to sign; and (c) selecting an authentication method suited to the Document and the risk of misuse.
D.2 Authentication Methods; Security Procedures. The E-Signature Service makes available the authentication methods described in your account settings or our documentation, which may include delivery of a unique signing link to the Signer’s designated email address or phone number (via text message). You acknowledge that each authentication method you select, together with the tamper-evidence measure described in Section D.5, is a “security procedure” within the meaning of UETA § 46-4-102(14), used to verify that an Electronic Signature is that of a specific person and to detect changes or errors in the content of a Document. We do not verify the identity of any Signer beyond the authentication method you select, do not offer identify proofing, and do not guarantee that any method will prevent impersonation, fraud, or unauthorized access.
D.3 Attribution. An Electronic Signature applied through the E-Signature Service after the Signer has completed the authentication method you selected is attributable to that Signer. As provided in UETA § 46-4-203, the act of a person may be shown in any manner, including by the Signature Record and by the efficacy of the security procedure applied. The Signer Disclosure instructs each Signer to keep signing links, passcodes, and access codes confidential.
D.4 Review and Correction. Before an Electronic Signature becomes final, the E-Signature Service is designed to (a) display the complete Document to the Signer for review; (b) give the Signer an opportunity to correct information the Signer has entered and to decline to sign or exit without signing; and (c) require the Signer to confirm the decision to sign. If a Signer believes that the Signer signed in error, or that a signature was applied without the Signer’s authorization, the Signer should promptly notify you and Company using the contact information in Section P. You shall cooperate in good faith to address any such notice, including by voiding and re-issuing a Document where appropriate. Nothing in these E-Signature Terms limits any right a Signer has under UETA § 46-4-204 or other applicable law that cannot be varied by agreement.
D.5 Tamper-Evidence; No Alteration. Company applies a cryptographic hash or equivalent tamper-evident measure to each Signed Document so that changes made after signature can be detected. You shall not alter, or attempt to alter, any Signed Document or Signature Record. Corrections or amendments to a Signed Document must be made by issuing a new or amended Document for signature.
E. Access, Printing, and Storage by Signers
E.1 Access, Printing, and Storage. The E-Signature Service is designed to permit each Signer to view, download, print, and store each Document sent to the Signer and, once completed, the Signed Document. You shall not use, enable, or configure any feature, setting, or Template, and will not take any other action, that inhibits a Signer’s ability to print or store a Document or Signed Document.
E.2 Copies to Signers. Upon completion of a Document, the E-Signature Service will make a copy of the Signed Document and the certificate of completion available to each Signer by email or secure link. You shall ensure that each Signer receives a copy of the Signed Document where required by law or by your agreement with the Signer, and for providing, upon request and without charge, a paper copy of any Document or Signed Document to a Signer who asks for one. Company does not charge Signers a fee for copies.
E.3 Accessibility. You shall provide reasonable accommodations to Signers with disabilities as required by applicable law, including by providing Documents in alternative formats or through alternative means where necessary. Company will use commercially reasonable efforts to maintain the accessibility of the Signer-facing features of the E-Signature Service. You are solely responsible for the accessibility of the content of the Documents you create or upload to the Services.
F. Electronic Notices; Time of Sending and Receipt
F.1 Notifications. The E-Signature Service sends signature requests, reminders, completion notices, and related notifications to Signers and Authorized Users by email, text message, or in-app notice, using the contact information provided by you or the Signer.
F.2 Time of Sending and Receipt. Unless a Document or applicable law expressly provides otherwise, a notification is sent when it is properly addressed to the email address or mobile number designated for the Signer, is in a form capable of being processed by the Signer’s system, and enters an information processing system outside the control of Company and of the Authorized User that sent it on your behalf. It is received when it enters an information processing system that the Signer has designated or uses for such communications and from which the Signer is able to retrieve it, even if no individual is aware of its receipt. The parties intend this Section F.2 to be consistent with UETA § 46-4-402.
F.3 Current Contact Information. You shall keep Signer contact information accurate and complete. Company is not responsible for any failure or delay in delivery or receipt caused by incorrect or outdated contact information, email filtering, carrier or network issues, or device settings.
F.4 Text Messages. To the extent you opt into sending text messages to Signers, you represent and warrant that you have a lawful basis to provide the Signer’s mobile number to us for that purpose and have obtained any consent required by law. Text messages that relate to a Document are transactional and informational. A Signer’s consent to receive them is not conditioned on consent to receive promotional or marketing messages, and a Signer who replies STOP may still receive and sign Documents by email or another available means.
F.5 Deadlines. You are solely responsible for tracking and meeting every legal, regulatory, contractual, or internal deadline associated with a Document, such as deadlines for tax withholding certificates, benefit enrollment elections, required notices, and onboarding forms. Reminders and status displays in the E-Signature Service are conveniences only. Sections 15 and 23 of the Agreement apply to any interruption or delay.
G. Signature Records; Retention; Admissibility
G.1 Signature Records. For each Document, Company will generate and maintain a Signature Record that includes: (a) the Signer’s name and the email address or mobile number to which the Document was sent; (b) the authentication method used; (c) time-stamped (UTC) events for sending, viewing, signing, and completion; (d) the Signer’s acceptance of the Signer Disclosure; (e) the IP address and device and browser information associated with each event; and (f) a unique identifier and cryptographic hash of the Document. You and each Signer authorize Company to process this information to operate the E-Signature Service, to evidence signing, to detect and prevent fraud and misuse, and to comply with law, as described in the Privacy Policy. Company does not collect biometric identifiers, such as fingerprints or facial geometry, in connection with Electronic Signatures.
G.2 Retention; Your Responsibility. Company will retain Signed Documents and Signature Records in a form that (a) accurately reflects the information in the Signed Document as finalized; (b) remains accessible to you and, while you use the E-Signature Service, to Signers entitled to access; and (c) is capable of being accurately reproduced for later reference by download or printing. This obligation applies for as long as your account is active and during the Retrieval Period described in Section 17 of the Agreement. You are solely responsible for (i) determining how long each category of Document must be retained under federal, state, and local law and your own policies (for example payroll, tax, wage-and-hour, immigration, benefit-plan, and personnel-record requirements, any of which may be longer than the term of the Agreement); (ii) exporting and retaining Signed Documents and Signature Records for those periods; and (iii) placing any legal hold. Deletion of a Signed Document or Signature Record by you or your Authorized Users may be permanent, and we are not required to restore it. We may migrate stored records among formats and systems if the accuracy and accessibility required by this Section G.2 are preserved.
G.3 Evidentiary Matters. Signed Documents and Signature Records maintained by Company in the ordinary course of operating the E-Signature Service are business records. You shall not contest the admissibility of a Signed Document or Signature Record in any proceeding solely because it is in electronic form, consistent with UETA § 46-4-302 and ESIGN § 7001(a). Upon your reasonable written request, Company will provide a certification from its custodian of records regarding a Signature Record at Company’s then-current standard hourly rates.
H. Excluded Documents; Notarization
H.1 Excluded Documents. The E-Signature Service is not designed for, and you will not use it to satisfy a legal requirement for a signature, writing, or delivery of, any of the following (“Excluded Documents”):
(a) a will, codicil, or testamentary trust, or any document to the extent governed by law governing their creation and execution;
(b) a document to the extent governed by state law governing adoption, divorce, or other family law matters;
(c) a record governed by the Uniform Commercial Code as enacted in Utah or any other state, other than the provisions of the Uniform Commercial Code to which the E-Signature Laws expressly apply;
(d) a court order or notice, or an official court document, including a brief, pleading, or other writing required to be executed in connection with court proceedings;
(e) a notice of cancellation or termination of utility services (including water, heat, and power);
(f) a notice of default, acceleration, repossession, foreclosure, or eviction, or the right to cure, under a credit agreement secured by, or a rental agreement for, an individual’s primary residence;
(g) a notice of the cancellation or termination of health insurance or benefits or life insurance benefits (excluding annuities), including any notice of loss of coverage, unless you have determined with your counsel that the E-Signature Laws and any other applicable law permit electronic delivery;
(h) a notice of recall, or of material failure, of a product that risks endangering health or safety;
(i) a document required to accompany the transportation or handling of hazardous materials, pesticides, or other toxic or dangerous materials; or
(j) any other document that applicable law requires to be signed in ink, witnessed in person, or otherwise executed or delivered in a non-electronic manner.
You are solely responsible for determining whether a Document is an Excluded Document. The foregoing list is not a substitute for that determination. We do not provide legal advice on the sufficiency of any Document including if a Document constitutes an Excluded Document.
H.2 Notarization and Witnessing. The E-Signature Service does not provide notarial services, and Company is not a notary public or a witness. If a Document must be notarized, acknowledged, verified, or made under oath, that requirement must be satisfied by an authorized notary public in compliance with applicable law, outside the E-Signature Service. The notarized Document may then be uploaded for storage. The same applies to any witnessing requirement, unless the E-Signature Service expressly offers a witness workflow for that purpose.
I. Regulated Forms; Your Responsibility for Documents
I.1 Your Responsibility for Documents. As between you and Company, you are solely responsible for: (a) the content, accuracy, form version, and legal sufficiency of every Document and Template, including any Template accessed through the Services; (b) determining whether, and on what conditions, an Electronic Signature or electronic delivery is permitted for a Document under applicable federal, state, and local law; (c) providing, in the manner and at the time required by law, any notice, disclosure, or statement that must accompany or precede a Document, including any stand-alone disclosure or sworn statement; (d) complying with employment, tax, immigration, benefits, privacy, and other laws applicable to the Documents and to your relationship with Signers; and (e) configuring access permissions in your account so that Signed Documents containing confidential or sensitive information, such as medical, immigration, tax, benefits, or background-check information, are accessible only to personnel who are authorized to see them.
I.2 Regulated Forms. Certain Documents are subject to laws that impose requirements beyond those that apply to ordinary contracts, which may include requirements about the electronic system used, how a Signer is authenticated, the form and placement of the signature or of a sworn statement, delivery of a hard copy on request, stand-alone presentation, consent, or retention (“Regulated Forms”). Examples include but are not limited to IRS Form W-4 and other withholding certificates; Form I-9, Employment Eligibility Verification; credit-reporting and background-check disclosures and authorizations; benefit-plan disclosures, elections, and enrollment materials; authorizations for the release of health information; and state-specific new-hire, wage-notice, and wage-deduction forms.
I.3 Supported Regulated Forms. Except for the Regulated Forms that Company expressly identifies in its documentation as supported by a specific feature of the E-Signature Service (and then only when used as that documentation directs), the E-Signature Service is a general-purpose tool, and you will not use it for a Regulated Form unless you have independently determined that your use of the E-Signature Service, as configured, satisfies the requirements that apply to that form.
I.4 No Legal Advice. Company is not a law firm and does not provide legal advice, including as to the sufficiency of any Document or Template to satisfy legal requirements. Any sample Template, form language, workflow suggestion, or help content provided by Company is for general informational purposes, may not reflect the requirements of every jurisdiction or your circumstances, and should be reviewed by your own counsel before use. Your use of the E-Signature Service does not create an attorney-client relationship with Company.
J. Customer Representations and Prohibited Uses
J.1 Representations and Covenants. You represent, warrant, and covenant that: (a) you and each Authorized User who sends or signs a Document on your behalf have authority to do so and to bind you; (b) the Signer information you provide is accurate and you have the right to provide it; (c) you have given Signers all notices and obtained all consents required by applicable law for your use of the E-Signature Service with respect to them, including notices about the processing of their personal information; (d) you will give each Signer a reasonable opportunity to review each Document before signing and, on request, to ask questions or obtain a paper copy; and (e) your use of the E-Signature Service will comply with applicable law and the Agreement.
J.2 Prohibited Uses. In addition to the restrictions in Section 7 of the Agreement, you shall not, and shall not permit anyone else to: (a) apply, or cause to be applied, an Electronic Signature for another person unless that person has expressly authorized it in a manner permitted by applicable law, and then only in a way that accurately identifies who is signing and in what capacity; (b) forge, falsify, backdate, or misrepresent a signature, date, identity, or Signature Record; (c) induce a Signer to sign by deception or duress or by concealing the contents of a Document; (d) use the E-Signature Service for an Excluded Document, or for a Regulated Form in violation of Section I.3; (e) alter, remove, or interfere with the Signer Disclosure, the consent steps, the security procedures, or the tamper-evidence measures; (f) access or sign a Document using another person’s link, passcode, or credentials; or (g) require or request that a Signer waive any right that cannot lawfully be waived, including the right described in Section B.3.
K. Company’s Role; Rights in Documents and Signature Records
K.1 Company’s Role. Company provides the technology through which Documents are created, sent, signed, and stored. Company is not a party to, and has no obligation under, any Document or any transaction between you and a Signer; is not your agent or the Signer’s agent in connection with any Document; and does not review, and has no duty to review, the content of any Document.
K.2 Documents and Signature Records Are Your Data. As between you and Company, Documents (other than sample Templates provided through the Services, if any), Signed Documents, and Signature Records are Your Data as defined in the Agreement. Notwithstanding Sections 2 and 3 of the Agreement, Documents and Templates do not constitute User Content, and Company does not receive the license described in Section 3 of the Agreement in Documents. You grant Company and its Service Providers a limited, non-exclusive license, which terminates when the Agreement and the Retrieval Period end, to host, store, process, transmit, display, reproduce, and disclose them only: (a) to operate, maintain, secure, and support the E-Signature Service for you; (b) to display and deliver them to you, your Authorized Users, and the relevant Signers; (c) to generate Signature Records and to detect and prevent fraud and misuse; (d) to comply with law or valid legal process; and (e) to enforce the Agreement, in each case subject to the Privacy Policy and any applicable DPA. Company may create aggregated or de-identified operational data about use of the E-Signature Service, but not from the content of Documents or the identity of Signers, to operate and improve the Services. Company will not make Documents publicly available.
K.3 Company Templates. Sample Templates and other content that Company makes available remain Company’s property and are licensed to you under Section 7 of the Agreement for your internal business use.
L. Fees and Usage Limits
The E-Signature Service is subject to the fees and any usage limits (for example, a maximum number of Documents or Signers) disclosed to you when you sign up, in your order, or on our website, as updated in accordance with Section 5 of the Agreement. If you exceed a usage limit, Company may charge additional fees at its then-current rates or suspend your ability to send additional Documents until the limit resets or you upgrade. Company does not charge Signers a fee.
M. Suspension; Termination; Retrieval of Records
M.1 Suspension. Company may suspend your ability to send Documents, without prior notice, if Company reasonably believes that your use of the E-Signature Service violates the Agreement or applicable law, involves fraud or forgery, or threatens the security or integrity of the Services. Company will use reasonable efforts to restore access when the issue is resolved. While your access is suspended, Signers may be unable to complete pending Documents.
M.2 Pending Documents. Documents that have been sent but not fully signed when your account is terminated or your access to the E-Signature Service ends may expire and become unavailable for signature. You are responsible for completing or re-issuing them by other means.
M.3 Retrieval of Records. Following termination for any reason, you may retrieve Signed Documents and Signature Records during the Retrieval Period described in Section 17 of the Agreement. You are responsible for retrieving them, and we recommend that you export them before termination. After the Retrieval Period, Company has no obligation to retain Signed Documents or Signature Records or to provide you or any Signer with access to them through the E-Signature Service, except as required by applicable law.
N. Disclaimers; Indemnification
N.1 Disclaimers. Section 13 of the Agreement applies to the E-Signature Service. Without limiting it, Company does not warrant that any Electronic Signature, Signed Document, or Signature Record will be accepted by any court, agency, insurer, carrier, plan administrator, financial institution, or other third party, or in any jurisdiction outside the United States, or that the E-Signature Service satisfies any legal requirement applicable to a particular Document. You are responsible for confirming that a third party will accept Electronic Signatures before relying on them.
N.2 Indemnification. In addition to Section 24 of the Agreement, you shall defend, indemnify, and hold harmless the Company Parties from any actual or threatened third-party claim, including any claim by a Signer, job applicant, current or former employee, or governmental authority, arising out of or based upon: (1) the content, accuracy, or legal sufficiency of any Document or Template; (2) your decision to use Electronic Signatures or electronic delivery for a Document, including any claim that a Document, Electronic Signature, or Signed Document is invalid, unenforceable, or noncompliant because it is an Excluded Document or a Regulated Form, or because of any notice, consent, disclosure, or non-electronic alternative that you failed to provide; (3) inaccurate Signer information, or your use of the E-Signature Service to send a Document to, or obtain a signature from, the wrong person; (4) any act described in Section J.2; or (5) your breach of these E-Signature Terms. Your indemnification obligations include those described in clauses (a) through (c) of the second sentence of the first paragraph of Section 24 of the Agreement, and the Company Parties may control the defense or settlement of any such claim as provided therein.
N.3 Limitation of Liability. Section 14 of the Agreement applies to any claim arising out of or relating to the E-Signature Service.
O. Changes; Renewed Consent
O.1 Updates. Company may update the Signer Disclosure, the hardware and software requirements stated in it, and the features of the E-Signature Service at any time without prior notice. An updated Signer Disclosure applies to a Signer after notice to the Signer and, where applicable law requires the Signer’s renewed consent, only after the Signer gives it.
O.2 Material Changes to Requirements. If a change in the hardware or software needed to access or retain electronic records creates a material risk that a Signer cannot access or retain a subsequent electronic record to which the Signer consented, then before the change takes effect for that Signer, the E-Signature Service will give the Signer a statement of the revised requirements and of the Signer’s right to withdraw consent without any fee and without any condition or consequence that was not previously disclosed, and will again obtain the Signer’s consent in a manner that reasonably demonstrates that the Signer can access the electronic form. Section 4 of the Agreement (continued use constitutes acceptance) does not apply to this renewed consent, and you shall not rely on a Signer’s continued use of the E-Signature Service as that consent.
P. Contact; Non-Waivable Rights; Survival
P.1 Contact. Questions, notices of error or unauthorized signature, withdrawals of consent, and requests for paper copies relating to the E-Signature Service may be directed to Company at support@eddy.com, and, in the case of requests for paper copies or non-electronic alternatives, to the Customer that sent the Document, which is responsible for fulfilling them.
P.2 Non-Waivable Rights. If any provision of these E-Signature Terms or the Signer Disclosure would, if enforced as written, deprive a Signer of a right that cannot be waived under the E-Signature Laws or other applicable law, or would cause an Electronic Signature or electronic record to be unenforceable under them, that provision will be limited or reformed to the minimum extent necessary, and the remainder will continue in effect. Nothing in the Agreement waives any such right.
P.3 Survival. Any provision that by its nature should survive termination of the Agreement does survive.
