TriNet Strategic Services Terms and Conditions

In connection with a Schedule of Strategic Services, Statement of Work, or other offering document (an “SOW”), the party thereto (“Customer”, “You”, or “Your”) and TriNet HR III, Inc. or its wholly-owned affiliate (“TriNet”, "We", “Our”, or "Us") agree to commence certain Services (as defined below) in accordance with these terms (“Terms”) and as may be set forth in an SOW subject hereto.

  1. Services. We shall provide You the various services (“Services”) in each SOW, which shall at all times be subject to these Terms.  In a conflict or inconsistency between the terms of an SOW and these Terms, or between these Terms and a TriNet Requisition Form or other PEO contract between the parties, if any, these Terms shall control in all respects.  Unless otherwise agreed upon in writing, We reserve the right to improve, revise, or amend the Services at any time, without charge to You, after giving You reasonable notice.
  2. Fees. If you are a current PEO customer of TriNet, fees will be billed with the first payroll following Your execution of these Terms. Otherwise, fees will be invoiced and paid in accordance with TriNet’s then current invoicing terms.
  3. No Co-Employment. The parties acknowledge that an SOW and these Terms provide no co-employment, employee leasing, contract labor, extended employee staffing or supply, partnership, joint-venture, or other arrangement, under contract or otherwise.
  4. Confidentiality.  You and We have disclosed and will continue to disclose non-public information about the other. You and We agree that this information will be treated confidentially, not shared with any third parties except to the extent necessary to provide Our Services, and that each have the responsibility to implement procedures to provide safeguards against unauthorized disclosure of such confidential information.  This Section 4 shall survive termination of Your SOW(s) indefinitely.
  5. Warranties & Disclaimer.  TriNet represents and warrants that We will perform the Services in a reasonable and workmanlike manner.  Except as set forth in the foregoing, We expressly disclaim any and all other expressed or implied warranties, or those by operation of law, concerning any good or Service provided, including but not limited to warranties of fitness for a particular purpose, to the fullest extent permitted under law.  To the extent a Service is advisory in nature, no result is assured or guaranteed.  Customer acknowledges that none of Our Services shall constitute legal, tax, accounting, or other advice.
  6. Limitation of Liability.  Notwithstanding anything herein or in any other agreement between the parties: (a) in no event will TriNet be liable to Customer for consequential, special, indirect, incidental, punitive, or exemplary losses or damages under these Terms, an SOW, or in connection with the Services; (b) Customer agrees and acknowledges that TriNet’s total, aggregate liability under these Terms and all SOWs, and for all goods and Services provided hereunder, whether arising from statute, breach of contract, tort, equity, strict liability, common law, or other theory of recovery, and Customer’s sole and exclusive remedy for all claims arising hereunder, under an SOW, or in connection with a good or Service, shall be limited to the aggregate amount(s) paid by Customer for all Services under all SOWs during the previous twelve (12) months.
  7. Term. An SOW will remain in force for twelve (12) months commencing on the effective date set forth therein, and will automatically renew for successive twelve (12) month periods.  Either party may terminate an SOW at any time for convenience, upon thirty (30) days' written notice; provided, however, that termination of one SOW shall not terminate other SOWs or these Terms, and that notwithstanding termination of Your SOW, these Terms shall survive such termination and shall continue to govern any SOWs then in effect or Services thereafter being provided.  Either party may terminate an SOW immediately upon a material breach of the terms herein or therein.
  8. Miscellaneous.
    1. Except for claims for non-payment of fees and claims for injunctive relief, the parties agree that any claim, dispute or controversy (“Dispute”) arising out of these Terms or an SOW, which would otherwise require or allow resort to any court or other governmental dispute resolution forum, will be submitted to binding arbitration conducted in Alameda County, California. You waive any right to bring any Dispute on a class, private attorney general, representative, or similar basis. The arbitration will be conducted in accordance with the rules and processes of either the American Arbitration Association or Judicial Arbitration and Mediation Services, Inc.. You and We hereby knowingly, voluntarily, and irrevocably waive the right to trial by jury, and agree that if the foregoing binding arbitration provision is determined for any reason to be unenforceable or inapplicable to a particular Dispute, then such Dispute will be decided solely by a judge, without the use of a jury, sitting in a court of competent jurisdiction for Our office closest to Your headquarters. In a court proceeding, the judge will have the power to award attorneys’ fees and costs.
    2. Any and all copyrights, ideas, inventions, discoveries, know-how, processes, proprietary data, or other intellectual property shared, transmitted, or received by Customer, in connection with a Service or otherwise, shall remain the sole and exclusive intellectual property of TriNet. If You provide TriNet with comments or suggestions for the modification, correction, improvement or enhancement a Service (collectively, “Feedback”), then You hereby grant to TriNet a non-exclusive, irrevocable, worldwide, royalty-free license in the Feedback, including the right to reproduce, sublicense and disclose, the Feedback in any manner TriNet chooses.
    3. If We are delayed, hindered, or prevented from the performance of any of Our obligations under these Terms by reason of Force Majeure beyond Our reasonable control, We will be excused from the performance of Our obligations under an SOW, but We will be obligated to make commercially reasonable efforts to resume performance as soon as practicable.
    4. These Terms and any SOWs constitute the entire agreement between the parties concerning the subject matter, and hereby supplants and supersedes in all respects all prior agreements and understandings between the parties, whether written or verbal.
    5. Should any part of these Terms be found invalid or unenforceable, the remainder of the Agreement will remain in full force and effect as if the unenforceable part did not exist.
    6. Delaware law governs these Terms and Your SOW(s), except for its rules concerning Conflicts of Laws. Neither party may assign an SOW without the written consent of the other party, which will not be unreasonably withheld. All notices under these Terms or Your SOW must be in writing and delivered personally or by an express delivery service (effective as of the confirmed delivery date). Both parties represent and warrant that each has the full power and authority to enter into each SOW.
    7. Delaware law governs these Terms and Your SOW(s), except for its rules concerning Conflicts of Laws. Neither party may assign an SOW without the written consent of the other party, which will not be unreasonably withheld. All notices under these Terms or Your SOW must be in writing and delivered personally or by an express delivery service (effective as of the confirmed delivery date). Both parties represent and warrant that each has the full power and authority to enter into each SOW.