Terms of Service

Last updated: January 1, 2025

These Terms of Service (“Terms”) govern your access to and use of the services, platform, and website provided by Symply, Inc. (“Symply,” “we,” “us,” or “our”). By accessing or using our Services, you agree to be bound by these Terms. If you do not agree, you may not use the Services.

1. Scope of Services

Symply provides cloud-based payroll processing, human resources management, employee onboarding, tax filing, compliance tools, and related services (collectively, the “Services”). The specific features and functionality available to you depend on your subscription plan. We reserve the right to modify, suspend, or discontinue any part of the Services at any time with reasonable notice.

2. License Grant

Subject to your compliance with these Terms and payment of applicable fees, Symply grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Services for your internal business purposes. This license does not include the right to:

  • Sublicense, resell, or distribute the Services to third parties (except through our authorized reseller program)
  • Modify, adapt, translate, or create derivative works based on the Services
  • Reverse engineer, decompile, or disassemble any portion of the Services
  • Remove or alter any proprietary notices, labels, or marks on the Services
  • Use the Services for any unlawful purpose or in violation of any applicable laws

3. Service Access and Accounts

To use the Services, you must create an account and provide accurate, current, and complete information. You are responsible for:

  • Maintaining the confidentiality of your account credentials
  • All activities that occur under your account
  • Notifying us immediately of any unauthorized access or security breach
  • Ensuring that all users authorized under your account comply with these Terms

We reserve the right to suspend or terminate accounts that we reasonably believe have been compromised or are being used in violation of these Terms.

4. Your Responsibilities

When using the Services, you agree to:

  • Provide accurate and complete employee and business information
  • Review and approve all payroll submissions before processing
  • Maintain sufficient funds in your designated bank account for payroll processing and tax payments
  • Comply with all applicable federal, state, and local employment and tax laws
  • Promptly report any errors or discrepancies you discover
  • Maintain proper records and documentation as required by law
  • Cooperate with us in connection with any audit, investigation, or regulatory inquiry

You acknowledge that Symply processes payroll and files taxes based on the information you provide. Errors in the information you provide may result in incorrect payroll calculations, tax filings, or compliance issues for which Symply shall not be held responsible.

5. ACH and Payment Processing

By using our payroll processing services, you authorize Symply and our banking partners to initiate ACH (Automated Clearing House) debit and credit entries to and from your designated bank account(s) for the purpose of:

  • Employee payroll disbursements
  • Federal, state, and local tax payments
  • Service fees and subscription charges
  • Any other payments authorized by you through the Services

You agree to maintain sufficient funds in your designated account(s) to cover all authorized transactions. If a transaction fails due to insufficient funds, you will be responsible for all resulting fees, penalties, and interest, in addition to any fees charged by Symply for failed transactions.

6. Term and Termination

These Terms are effective as of the date you first access the Services and continue until terminated. Either party may terminate these Terms:

  • For Convenience: By providing 30 days' written notice to the other party.
  • For Cause: Immediately upon written notice if the other party materially breaches these Terms and fails to cure such breach within 15 days of receiving notice.

Upon termination:

  • Your access to the Services will be discontinued
  • All outstanding fees will become immediately due and payable
  • We will process any pending payroll and tax filings through the effective date of termination
  • You may request a copy of your data for up to 30 days after termination
  • We will retain your data as required by applicable laws and regulations

7. Fees and Payment

You agree to pay all fees associated with your subscription plan as described on our pricing page or in your service agreement. Fees are subject to the following terms:

  • Subscription fees are billed in advance on a monthly basis
  • Per-employee fees are calculated based on the number of active employees processed each pay period
  • All fees are non-refundable unless otherwise specified in your service agreement
  • We may adjust pricing with 30 days' notice; continued use after the adjustment constitutes acceptance
  • Late payments may incur interest at the rate of 1.5% per month or the maximum rate permitted by law

8. Warranties and Disclaimers

Symply warrants that the Services will perform materially in accordance with our published documentation. EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

We do not warrant that the Services will be uninterrupted, error-free, or completely secure. We do not warrant that any defects will be corrected or that the Services will meet your specific requirements beyond the published functionality.

9. Indemnification

You agree to indemnify, defend, and hold harmless Symply, its officers, directors, employees, agents, and affiliates from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:

  • Your use of the Services
  • Your violation of these Terms
  • Your violation of any applicable law or regulation
  • Inaccurate, incomplete, or misleading information provided by you
  • Any claim that your use of the Services infringes the rights of a third party

10. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL SYMPLY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS OPPORTUNITY, REGARDLESS OF THE CAUSE OF ACTION OR THEORY OF LIABILITY, EVEN IF SYMPLY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

SYMPLY'S TOTAL AGGREGATE LIABILITY UNDER THESE TERMS SHALL NOT EXCEED THE TOTAL AMOUNT OF FEES PAID BY YOU TO SYMPLY DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

11. Confidentiality

Each party agrees to maintain the confidentiality of the other party's confidential information and not to disclose such information to third parties except as necessary to perform obligations under these Terms or as required by law. Confidential information includes, but is not limited to:

  • Employee personal information and payroll data
  • Business financial information
  • Proprietary technology and trade secrets
  • Pricing and contract terms

This confidentiality obligation survives termination of these Terms for a period of three (3) years.

12. Governing Law and Dispute Resolution

These Terms shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of law principles. Any dispute arising out of or relating to these Terms shall be resolved as follows:

  • Informal Resolution: The parties shall first attempt to resolve any dispute informally by contacting each other directly.
  • Mediation: If informal resolution fails, the parties agree to participate in good-faith mediation before a mutually agreed-upon mediator.
  • Arbitration: If mediation fails, any remaining disputes shall be resolved through binding arbitration in accordance with the rules of the American Arbitration Association, conducted in Orange County, California.

EACH PARTY WAIVES ITS RIGHT TO A JURY TRIAL AND TO PARTICIPATE IN A CLASS ACTION.

13. AI-Powered Features

Certain features of the Services may utilize artificial intelligence and machine learning technologies (“AI Features”). By using AI Features, you acknowledge and agree that:

  • AI Features are designed to assist and augment human decision-making, not replace it
  • AI-generated outputs may not always be accurate, complete, or appropriate for your specific situation
  • You are responsible for reviewing and validating all AI-generated recommendations before acting on them
  • Symply is not liable for decisions made based on AI-generated outputs
  • Your data may be used to improve AI models, but always in compliance with our Privacy Policy and applicable data protection laws
  • AI Features are subject to the same security and confidentiality protections as all other Services

14. General Provisions

Entire Agreement

These Terms, together with our Privacy Policy and any applicable service agreements, constitute the entire agreement between you and Symply regarding the Services.

Severability

If any provision of these Terms is found to be unenforceable, the remaining provisions shall continue in full force and effect.

Waiver

The failure of either party to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.

Assignment

You may not assign your rights or obligations under these Terms without our prior written consent. We may assign our rights and obligations without restriction.

Force Majeure

Neither party shall be liable for any delay or failure to perform resulting from causes beyond its reasonable control, including but not limited to natural disasters, acts of government, labor disputes, power failures, or internet disruptions.

Notices

All notices under these Terms shall be sent to the email address associated with your account (for notices to you) or to legal@symply.io (for notices to us).

15. Contact

If you have questions about these Terms, please contact us at:

Symply, Inc.
Email: legal@symply.io
Website: www.symply.io/contact