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PEO TOOLS SERVICE AGREEMENT

Nick Angeli

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PEO TOOLS SERVICE AGREEMENT

This Service Agreement ("Agreement") is entered into between:

PROVIDER:
PEO Tools "IHT Services LLC"


Email:

CUSTOMER:
Name: [esigtemptextfield name="esig-sif-1779043579868" verifysigner="III1ud1" size="undefined" label="Your Name" displaytype="border" required="1" ] 
Company: {{signer_company}}
Email: {{signer_email}}
Billing Address: {{billing_address}}
Order Number: {{order_number}}
Plan Selected: {{product_name}}
Billing Term: {{billing_period}}
Subscription Amount: {{order_total}}

By signing below, Customer agrees to the terms set forth in this Agreement.


1. SERVICES PROVIDED

1.1 Description of Service. PEO Tools provides a Software-as-a-Service ("SaaS")
platform consisting of an embeddable lead-generation calculator that performs
real-time tax and benefit calculations, captures phone-verified leads via TOTP
verification, delivers verified lead data to Customer, and provides a broker
portal for account management, analytics, and lead review (collectively, the
"Service").

1.2 Service Tier. The specific features, lead volume caps, domain limits,
support response times, and other tier-specific entitlements applicable to
Customer are those published on the Provider's website for the plan identified
above ("{{product_name}}") as of the Effective Date of this Agreement. The
plan description published at the time of purchase is incorporated by reference
and stored as part of Customer's order record.

1.3 No Quoting or Advisory Service. Customer acknowledges that the Service is a
financial estimation and lead-qualification tool only. The Service does not
provide insurance quotes, tax advice, legal advice, or PEO recommendations.
All calculator outputs are estimates based on Customer-supplied rate cards and
prospect-supplied inputs. Customer is solely responsible for the accuracy of
rate cards configured in their account and for any advice or recommendations
made to their prospects based on calculator outputs.


2. SUBSCRIPTION TERM AND AUTO-RENEWAL

2.1 Initial Term. The subscription begins on the date of successful payment
and continues for the billing period selected by Customer (monthly or annual).

2.2 AUTOMATIC RENEWAL. CUSTOMER EXPRESSLY ACKNOWLEDGES AND AGREES THAT THIS
SUBSCRIPTION WILL AUTOMATICALLY RENEW AT THE END OF EACH BILLING PERIOD FOR
SUCCESSIVE TERMS OF EQUAL LENGTH AT THE THEN-CURRENT RATE, UNTIL CUSTOMER
CANCELS IN ACCORDANCE WITH SECTION 4. PROVIDER WILL CHARGE CUSTOMER'S
PAYMENT METHOD ON FILE FOR EACH RENEWAL WITHOUT FURTHER AUTHORIZATION.

2.3 Renewal Notifications. Provider will send renewal reminder emails as
follows: thirty (30) days and seven (7) days prior to annual renewals; three
(3) days prior to monthly renewals. Reminder emails are sent to the email
address on file. It is Customer's responsibility to maintain a current email
address and to monitor renewal notifications.

2.4 Price Changes. Provider may change subscription pricing for renewal terms
upon thirty (30) days' written notice to Customer. If Customer does not agree
to the new pricing, Customer may cancel before the renewal date in accordance
with Section 4.


3. PAYMENT TERMS

3.1 Payment Authorization. Customer authorizes Provider (and Provider's
payment processor) to charge the payment method on file for the subscription
amount listed above and for all subsequent renewals at the then-current rate,
plus any applicable taxes.

3.2 Billing Descriptor. Charges from Provider will appear on Customer's
statement as "PEOTOOLS.COM" or a substantially similar descriptor.

3.3 Failed Payments. If a payment fails, Provider will attempt to recharge
the payment method on file. If payment is not collected within fourteen (14)
days of the original charge attempt, Provider may suspend or terminate the
Service without further notice. Restoration of suspended accounts requires
successful payment of all outstanding amounts.

3.4 Taxes. All fees are exclusive of taxes. Customer is responsible for all
applicable sales, use, value-added, or similar taxes.


4. CANCELLATION AND REFUNDS

4.1 How to Cancel. Customer may cancel the subscription at any time by:
(a) Logging into the broker portal and selecting "Cancel Subscription"
under account settings; or
(b) Emailing from the email address associated with the
account, requesting cancellation.

4.2 Effect of Cancellation. Cancellation takes effect at the end of the
current paid billing period. Customer retains access to the Service through
the end of that period. No further charges will be made after cancellation
is processed.

4.3 No Refunds for Partial Periods. Provider does not provide refunds,
credits, or proration for unused portions of any billing period after the
subscription has been activated and access has been granted, except as
expressly stated in Section 4.4 or as required by applicable law.

4.4 Limited Refund Window. For Customer's initial subscription term only,
Customer may request a full refund within seven (7) days of the initial
charge, provided that:
(a) Customer has not deployed the embed script on a live website;
(b) Customer has not received any phone-verified leads through the
Service; and
(c) Customer submits the refund request in writing from the email
address on file.

Refunds for renewal terms are not available. Refund requests outside the
seven-day window or after deployment will not be granted except where
required by law.

4.5 Chargebacks. Customer agrees to contact Provider's support team to
resolve any billing concerns before initiating a chargeback or payment
dispute with their card issuer. Chargebacks filed without first attempting
resolution with Provider may result in immediate account termination and
collection of any disputed amounts plus reasonable administrative costs.


5. CUSTOMER OBLIGATIONS AND ACCEPTABLE USE

5.1 Account Security. Customer is responsible for maintaining the
confidentiality of account credentials and for all activity occurring under
the account.

5.2 Authorized Domains. The embed script is licensed for use on the
domain(s) registered in Customer's account, up to the limit included in
Customer's plan. Use on unauthorized domains is a breach of this Agreement.

5.3 Prohibited Uses. Customer agrees not to:
(a) Reverse-engineer, decompile, or attempt to extract the source code
or calculation logic of the Service;
(b) Resell, sublicense, or white-label the Service to third parties
outside of Customer's own brokerage operations;
(c) Use the Service to violate any applicable law, including TCPA,
CAN-SPAM, GDPR, CCPA, or state insurance regulations;
(d) Submit false rate card data designed to mislead prospects;
(e) Use the Service to generate leads for purposes unrelated to
Customer's licensed insurance or PEO brokerage activities.

5.4 Compliance with Lead Communication Laws. Customer is solely responsible
for compliance with all laws governing communication with leads generated
through the Service, including TCPA consent requirements, state do-not-call
lists, and email opt-out laws. Provider provides phone verification of lead
contact information but does not provide consent to be contacted; Customer
must obtain such consent independently as required by applicable law.


6. SERVICE AVAILABILITY AND DATA

6.1 Availability. Provider will use commercially reasonable efforts to
maintain Service availability of 99.5% uptime measured monthly, excluding
scheduled maintenance and force majeure events.

6.2 Lead Data Ownership. Lead data generated through Customer's calculator
deployments is owned by Customer. Provider retains a license to process,
transmit, and store such data solely as necessary to provide the Service.

6.3 Data Export. Upon cancellation, Customer may export lead data via the
broker portal for thirty (30) days after the subscription end date, after
which Provider may delete Customer data in accordance with Provider's
data retention policy.

6.4 Provider's Use of Aggregate Data. Provider may use anonymized,
aggregated usage data (e.g., calculator completion rates, average savings
calculated) for product improvement and benchmarking purposes. No
individually identifiable Customer or lead data will be shared without
Customer's consent.


7. LIMITATION OF LIABILITY

7.1 Disclaimer. THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE."
PROVIDER DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES
OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
PROVIDER DOES NOT WARRANT THAT THE SERVICE WILL BE ERROR-FREE OR
UNINTERRUPTED.

7.2 Calculation Accuracy. Provider uses reasonable efforts to keep tax
tables, ACA thresholds, and other calculation inputs current. However, tax
law changes frequently and Customer acknowledges that calculator outputs
are estimates only and should not be relied upon as definitive tax or
financial advice. Customer is responsible for verifying outputs before
relying on them in client communications.

7.3 Cap on Liability. PROVIDER'S TOTAL LIABILITY ARISING FROM OR RELATED TO
THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID BY CUSTOMER TO PROVIDER IN
THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE
CLAIM.

7.4 No Indirect Damages. IN NO EVENT WILL PROVIDER BE LIABLE FOR ANY
INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES,
INCLUDING LOST PROFITS, LOST COMMISSIONS, OR LOST BUSINESS OPPORTUNITY,
EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.


8. INDEMNIFICATION

Customer agrees to indemnify and hold harmless Provider, its officers,
employees, and agents from any claims, damages, or expenses (including
reasonable attorneys' fees) arising from:
(a) Customer's use of the Service in violation of this Agreement;
(b) Customer's communication with leads generated through the Service;
(c) Customer's violation of any law or regulation, including TCPA,
CAN-SPAM, or state insurance regulations;
(d) Any rate card data, advice, or representations Customer provides to
prospects based on or alongside Service outputs.


9. TERMINATION

9.1 Termination by Customer. Customer may terminate this Agreement by
canceling the subscription in accordance with Section 4.

9.2 Termination by Provider. Provider may suspend or terminate this
Agreement immediately upon written notice if:
(a) Customer fails to pay any amount when due and does not cure within
fourteen (14) days;
(b) Customer breaches Sections 5.3 (Prohibited Uses) or 5.4 (Compliance);
(c) Customer files a chargeback in violation of Section 4.5;
(d) Provider reasonably determines Customer's use of the Service poses
legal, security, or reputational risk to Provider.

9.3 Effect of Termination. Upon termination, Customer's access to the
Service ends, the embed script will be deactivated, and Customer's data
will be retained for thirty (30) days for export, after which it may be
deleted.


10. GENERAL PROVISIONS

10.1 Entire Agreement. This Agreement, together with the Terms of Service,
Refund Policy, and Recurring Billing Authorization referenced at checkout,
constitutes the entire agreement between the parties.

10.2 Governing Law. This Agreement is governed by the laws of the State of
, without regard to
conflict of laws principles.

10.3 Dispute Resolution. Any dispute arising under this Agreement shall
first be addressed through good-faith negotiation between the parties. If
unresolved within thirty (30) days, the dispute shall be submitted to
binding arbitration administered by the American Arbitration Association
under its Commercial Arbitration Rules, with arbitration to take place in
. Judgment on the award may
be entered in any court of competent jurisdiction.

10.4 Waiver of Class Actions. CUSTOMER AGREES THAT ANY DISPUTE WILL BE
RESOLVED ON AN INDIVIDUAL BASIS AND WAIVES ANY RIGHT TO PARTICIPATE IN A
CLASS ACTION OR CLASS ARBITRATION.

10.5 Modifications. Provider may modify this Agreement upon thirty (30)
days' notice. Continued use of the Service after the effective date of
modifications constitutes acceptance. Customer's signed version of this
Agreement (Version 1.0) governs any disputes arising from facts occurring
under this version.

10.6 Assignment. Customer may not assign this Agreement without Provider's
written consent. Provider may assign this Agreement to any successor in
interest.

10.7 Severability. If any provision is held unenforceable, the remaining
provisions remain in full force.

10.8 No Waiver. Provider's failure to enforce any provision is not a waiver
of its right to enforce that provision later.

10.9 Notices. Notices to Provider should be sent to .
Notices to Customer will be sent to the email address on file.


11. ACKNOWLEDGMENT AND SIGNATURE

By signing below, Customer acknowledges and agrees that:

(a) Customer has read and understands this Agreement in its entirety;

(b) Customer is authorized to enter into this Agreement on behalf of
the company identified above;

(c) Customer authorizes recurring charges to the payment method on
file as described in Sections 2 and 3;

(d) Customer understands that this subscription auto-renews until
canceled and that no refunds are provided for renewal terms;

(e) Customer has had the opportunity to review the Terms of Service
and Refund Policy at and
.


CUSTOMER SIGNATURE:

Signature: {{signature}}

Printed Name: {{signer_name}}

Title: {{signer_title}}

Company: {{signer_company}}

Date: {{signed_date}}

IP Address: {{signer_ip}}

User Agent: {{signer_user_agent}}


PROVIDER ACKNOWLEDGMENT:

PEO Tools

By: ________________________________
Name:
Title:
Date:


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This Agreement Version 1.0 was executed on {{signed_date}}.
A copy of this executed Agreement has been delivered to the Customer's
email address on file and is stored in the Provider's records.

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PEO TOOLS SERVICE AGREEMENT

Nick Angeli

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