The TriNet Expense Terms of Service was updated on April 1, 2015.

Terms of Use

THESE TERMS OF SERVICE GOVERN YOUR USE OF OUR SERVICE.

1. ACCEPTANCE OF TERMS

TriNet Cloud provides its Service (as defined below) to the User ("You" or "Your") through its multiple web sites located at www.TriNetcloud.com, www.ExpenseCloud.com, www.TriNetPerform.com, www.TriNetHire.com, ("Site"), subject to these Terms of Service (“Terms” or “Agreement”). The Site and Service are operated by TriNet Group, Inc., and/or its subsidiaries (“We,” “Us,” “Our,” or “TriNet Cloud ”).

By accepting these Terms, which is done by registering to use the Service or Site, You represent and acknowledge that You have read, understood, and agree to be bound by these Terms, and that the information You provide in registering for the Service is accurate, complete, and is Yours or within Your right to use. If You are entering into these Terms on behalf of a company or another legal entity, You represent that You have the authority to bind such entity and its affiliates to these Terms, in which case the terms "You," "Your" or related capitalized terms herein will refer to such entity and its affiliates. If You do not have such authority, or if You do not agree with these Terms, You are not eligible to accept these Terms and may not use the Service.

You acknowledge that these Terms constitute a contract between You and TriNet Cloud, even though it is electronic and is not physically signed by You and TriNet Cloud, and that these Terms govern Your use of the Service and supersede any prior agreements between You and TriNet Cloud.

2. DESCRIPTION OF SERVICE

TriNet Cloud offers a variety of cloud-based HR solutions for expense management, performance management, applicant tracking, time tracking, travel, marketplace and other HR-related services (“Service”). The charges for the Service are set forth in the Sites and will apply unless superseded by a separate agreement with Us.

TriNet Hire is a cloud-based HR solution that makes applicant tracking simple and agile for companies of all sizes. TriNet Hire encourages collaborative hiring management, posting User Content (“User Content”) to both free and paid job boards websites and applicant tracking from initial resume view to hire.

TriNet Perform is a cloud-based HR solution that makes performance management simple and agile for companies of all sizes. TriNet Perform encourages collaborative User Content for goal management, regular feedback loops and performance reviews without the clutter of paper.

TrINet Expense is a cloud-based expense management solution for individuals and businesses the ability to capture, track, share, submit and approve expense reports derived from their business expenditures from a computer browser or mobile application.

TriNet Travel is on online travel booking and management application.

TriNet Marketplace is an exclusive discounts and sales hub for TriNet clients and employees - a ready-made, credible and vetted channel to sell to other TriNet clients and their employees.

3. PRIVACY POLICY

TriNet Cloud is committed to protecting your privacy. Our use of Your personal information is governed by the terms of the TriNet Cloud Privacy Policy and the TriNet Privacy Policy. Except as set forth in the TriNet Cloud Privacy Policy, TriNet Cloud will not sell, exchange, or release Your personal information or account access information to a third party without Your express permission, unless required by law or court or governmental order. We may, however, share or publicly disclose compiled, aggregated data in a non-personally identifiable manner.

TriNet Cloud may contact You regarding account status and other matters relevant to the underlying Service and/or the information collected. TriNet Cloud may also use Your account access information for the purpose of maintaining and improving the operation of the Service, as well as providing You with offers targeted toward Your usage of the Service. You can cancel Your registration with the Service at any time and have Your personally-identifiable information deleted from Our records. TriNet Cloud may retain certain information past cancellation date, however, to meet record retention requirements.

4. MEMBER ACCOUNT, PASSWORD AND SECURITY

You warrant that You are at least eighteen (18) years old and are responsible for maintaining the confidentiality of Your password which, together with Your LoginID e-mail address, allows

Your to access the Service. That Login ID and password, together with any mobile number or other contact information You provide form Your "Registration Information." You agree to provide true, accurate, current and complete information about Yourself and agree to not misrepresent Your identity or Your account information.

You agree to: (a) notify Us immediately of any unauthorized use of Your password or account, or if You believe Your password has been lost or stolen or any other breach of security; (b) ensure that You exit and log off from Your account at the end of each session; and (c) accept responsibility for all usage of the Service and any fees associated with use of other services accessed through the Service on Your account whether or not authorized by You, except in the unlikely event of a data breach by another party. TriNet Cloud cannot and will not be liable for any loss or damage arising from Your failure to comply with this Section 4.

5. ONLINE AND MOBILE ALERTS

Part of TriNet Cloud’s Service is providing voluntary account-related alerts. Voluntary account alerts may be turned on by default as part of the Service. They may then be customized, deactivated or reactivated by You. These alerts allow You to choose alert messages for Your accounts. TriNet Cloud may add new alerts from time to time, or cease to provide certain alerts at any time upon its sole discretion. Each alert has different options available, and You may be asked to select from among these options upon activation of Your alerts service.

Electronic alerts will be sent to the email address You have provided as Your primary email address or preferred email address to receive alerts from TriNet Cloud. In order to receive mobile device alerts, You will need to provide Us a proper mobile number. If Your email address or Your mobile device’s number changes, You are responsible for informing Us of that change. Changes to Your email address or mobile number will apply to all of Your alerts.

Because alerts are not encrypted, We will never include Your passcode. However, alerts may include Your TriNet Cloud Login ID and some information about Your accounts. Depending upon which alerts You select, information such as an account balance or the due date for Your credit card payment may be included. Anyone with access to Your email will be able to view the content of these alerts. You may disable future alerts at any time.

6. TERM

This Agreement will be in effect from the date of Your completed registration with TriNet Cloud. Either You or TriNet Cloud may terminate this Agreement at any time with or without notice. The provisions and all obligations of and restrictions on You and any user of Your account with respect to the Service will survive any termination of this Agreement. You hereby expressly authorize TriNet Cloud to act as Your agent and to process requests for Your accounts through or with any service provider for whom You provide Us account access information. You authorize TriNet Cloud to legally represent You to Your service providers through this interface. You are granting Us the legal power of attorney to access Your accounts and take whatever actions necessary to provide services under this Agreement. You agree that TriNet Cloud, in its sole and absolute discretion, may terminate Your password, account (or any part thereof) or use of the Service, for any reason, including, without limitation, for lack of use or if TriNet Cloud believes that You have violated or acted inconsistently with the letter or spirit of the Agreement. TriNet Cloud may, also, in its sole and absolute discretion, and at any time, discontinue providing the Service, or any part thereof, with or without notice. You agree that any termination of Your access to the Service under any provision of this Agreement may be effected without prior notice, and acknowledge and agree that TriNet Cloud may immediately deactivate or delete Your account and all related information and files in Your account and/or prohibit any further access to all files or the Service by You. Further, You agree that TriNet Cloud will not be liable to You or any third party for any termination of Your access to the Service.

7. INDEMNITY

You agree to indemnify and hold TriNet Cloud, and its parents, subsidiaries, affiliates, officers, agents, co-branders or other partners, and employees, harmless from any claim or demand, including reasonable attorneys' fees, made by any third party (including but not limited to Your service providers) due to or arising out of Your use of the Service, Your reliance on any content contained on the Site or accessible or made available through the Site, Your connection to the Service, Your violation of the Agreement, or Your violation of any rights of another.

8. DISCLAIMER

THE SERVICE, INFORMATION, DATA, FEATURES AND ALL CONTENT, IS OFFERED AND MADE AVAILABLE HEREIN ON AN "AS IS" BASIS.

TriNet Cloud may rely on third party information providers whom TriNet Cloud believes are reliable. TriNet Cloud makes no representation or warranty of any kind whatsoever as to the accuracy, truthfulness, usefulness, timeliness or completeness of any of the content herein or accessible through the Site in whole or in part. Such information may contain errors, defects or be unreliable, and TriNet Cloud makes no effort to review, check or verify and assumes no responsibility for the accuracy, truthfulness or usefulness of the data, information or other content on the Site or accessible through the Site. TriNet Cloud will have no responsibility to correct or update any data, information or content on the Site. You assume full and complete responsibility for reviewing and verifying any and all data, information, and content, including without limitation its usefulness, truthfulness, accuracy, completeness or currency.

TRINET CLOUD MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND WHATSOEVER REGARDING ANY CONTENT CONTAINED ON THIS SITE, INCLUDING, WITHOUT LIMITATION, SERVICE, NEWS, DATA, INFORMATION OR CONTENT OF ANY KIND, OF THE USEFULNESS, RELIABILITY, TRUTHFULNESS, ACCURACY, TIMELINESS OR COMPLETENESS TO YOU OR ANYONE ELSE, INCLUDING WITHOUT LIMITATION WARRANTY OF MERCHANTABILITY, WARRANTY OF FITNESS FOR PARTICULAR PURPOSE OR USE, WARRANTY OF NON-INFRINGEMENT, WARRANTY OF TITLE, OR WARRANTY OF ANY KIND. TRINET CLOUD MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND THAT THE SITE OR ANY CONTENT HEREIN OR AVAILABLE FROM OTHER SITES ACCESSIBLE HEREBY, INCLUDING, WITHOUT LIMITATION, SOFTWARE OR FILES ACCESSIBLE OR MADE AVAILABLE FOR DOWNLOAD HEREFROM, ARE FREE OF OR FROM TECHNOLOGICALLY UNSTABLE FILES OR CHARACTERISTICS, OR BUGS, VIRUSES, ERRORS, DEFECTS, PROBLEMS, TROJAN HORSES, WORMS, OTHER LIMITATIONS OR OTHER CODES OR DEFECTS THAT MAY HAVE CONTAMINATING OR DESTRUCTIVE PROPERTIES OR CHARACTERISTICS OR ADVERSE EFFECTS ON YOUR SOFTWARE OR HARDWARE. YOU ASSUME ALL RISKS AND RESPONSIBILITY FOR USE OR RELIANCE UPON THE SITE OR ANY INFORMATION OR DATA SET FORTH IN THE SITE.

9. LIMITATION OF LIABILITY

YOU EXPRESSLY UNDERSTAND AND AGREE THAT TRINET CLOUD WILL NOT BE LIABLE FOR ANY DAMAGES, INCLUDING WITHOUT LIMITATION DIRECT OR INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, LOSSES OR EXPENSES (EVEN IF TRINET CLOUD HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING IN CONNECTION WITH THIS SERVICE OR ANY LINKED SITE OR USE THEREOF OR INABILITY TO USE BY ANY PARTY, OR IN CONNECTION WITH ANY FAILURE OR HINDERANCE, ERROR, OMISSION, INTERRUPTION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, VIRUS, NETWORK OR SYSTEM FAILURE OR RESULTING FROM: (a) THE USE OR THE INABILITY TO USE THE SERVICE; (b) THE TIMELINESS OR ACCURACY OF SERVICE AND INFORMATION, DATA, NEWS, AND OTHER INFORMATION CONTAINED, ACCESSIBLE OR MADE AVAILABLE THROUGH THE SITE; (c) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICE; (d) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (e) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; OR (f) ANY OTHER MATTER RELATING TO THE SERVICE. THE TERM "DAMAGES' AS USED HEREIN INCLUDES, WITHOUT LIMITATION, ANY AND ALL LIABILITY, LOSS, DAMAGE, INJURY, CLAIM, FOUNDED OR UNFOUNDED, EXPENSE, FEE OF ANY KIND, INCLUDING, WITHOUT LIMITATION, ATTORNEYS OR ACCOUNTANTS FEES.

In the event that a court should hold that the limitations of liabilities or remedies available as set forth in this Agreement, or any portions thereof, are unenforceable for any reason, or that any of Your remedies under this Agreement fail of their essential purpose, You expressly agree that under no circumstances will TriNet Cloud's total liability to You or any party claiming by, through or under You for any cause whatsoever, and regardless of the form of action, whether in contract or in tort, including negligence or strict liability, in the aggregate, exceed the amounts paid to Us for your use of the Service for a Twelve (12) month period prior to the claim.

10. EXCLUSIONS AND LIMITATIONS

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. IN SUCH STATES LIABILITY IS LIMITED TO THE EXTENT PERMITTED BY LAW. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS OF SECTIONS 8 AND 9 MAY NOT APPLY TO YOU.

11. REMEDIES OF USER

In the event of any failure of the Service including any associated software or other materials supplied in connection with the Service, TriNet Cloud will use commercially reasonable efforts to effectuate an adjustment or repair of the Service. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or the Agreement must be filed within one (1) year after such claim or cause of action arose or be forever barred.

IF YOU ARE DISSATISFIED WITH THE SERVICE OR THE SITE OR ANY FEATURES OR INFORMATION IN THE SITE OR ACCESSIBLE FROM THE SITE, OR ANY PART OF THE AGREEMENT, OR OPERATION OF THE SITE OR ANY OF ITS FEATURES, YOUR SOLE REMEDY WILL BE TO DISCONTINUE USE OF THE SITE AND ITS FEATURES.

12. MODIFICATIONS TO SERVICE

TriNet Cloud reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice. You agree that TriNet Cloud will not be liable to You or to any third party for any modification, suspension or discontinuance of the Service.

13. EXPORT COMPLIANCE AND USE RESTRICTIONS.

Certain content and software components of the Service may be subject to U.S. export control and economic sanctions laws. If You are subject to U.S. laws, You agree to comply with all such laws and regulations as they relate to such software and content, and access and use of the Service. You agree not to access or use the Service if You are located in any country in which the U,S. is currently prohibited from doing business with by the federal government, which, in 2014, are Balkans, Belarus, Burma (Republic of the Union of Myanmar), Cote d’ Ivoire (Ivory Coast), Cuba, Democratic Republic of the Congo, Iran, Iraq, Liberia, Libya, North Korea, Somalia, Sudan, Syria, or Zimbabwe ("Prohibited Jurisdictions"), and You will also not provide access to the Service to any government, entity or individual located in the Prohibited Jurisdictions.

14. THIRD PARTY SERVICES

The Service may contain links to, or otherwise may allow You to connect to and use, certain third party products, services or software under separate terms and conditions (collectively, "Other Services") in conjunction with Our Service. If You decide to access and use such Other Services, be advised that Your use is governed solely by the terms and conditions of such Other Services, and We do not endorse, are not responsible for, and make no representations as to such Other Services, their content or the manner in which they handle Your data. TriNet Cloud is not liable for any damage or loss caused or alleged to be caused by or in connection with Your access or use of any such Other Services, or Your reliance on the privacy practices or other policies of such Other Services.

The Service may contain features that enable various Other Services (such as the social media services of Facebook and Twitter) to be directly integrated into Your TriNet Cloud experience. To take advantage of these features, You will be required to opt-in, register for or log into such Other Services on their respective websites. By enabling third party services within the Service, You are allowing TriNet Cloud to pass Your log-in information to these Other Services for this purpose.

15. NO UNLAWFUL OR PROHIBITED USE

As a condition of Your use of the Service or Other Services, You represent and warrant to TriNet Cloud that You will not use the Service for any purpose that is unlawful or prohibited by this Agreement. You may not use the Service in any manner which could damage, disable, overburden, or impair the Service and You may not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the Service.

You agree not post any User Content or information that is unlawful, fraudulent, discriminatory, threatening, abusive, libelous, defamatory, obscene or otherwise objectionable or that contains sexual, ethnic or racial or other discriminating slurs, or material which contains no relevant or constructive content, which goes beyond profanity into obscenity or abhorrence, or which is otherwise in violation of the law. Users are also prohibited from posting any User Content that contains proprietary information, trade secrets or confidential information. User Content may not contain any advertisements, solicitations, chain letters, pyramid schemes, investment opportunities, or other unsolicited commercial communication (except as otherwise expressly permitted by Us), or encourage or cause spamming or flooding.

You are prohibited from posting any User Content within TriNet Cloud containing official identification information (whether Your own or of another person) on the Website, such as social security number, passport number, national identification number, insurance number, driver’s license number, immigration number, or any other similar number, code, or identifier. Posting such identification information may lead to identity theft and other adverse consequences. TriNet Cloud may remove such numbers but does not undertake any obligation to do so and undertakes no responsibility and disclaims all liability for posting of such numbers.

Although any of Our Other Services has no obligation to do so, they may monitor messages posted on the Website and reserves the right to delete any User Content or portion thereof which violate the above rules, messages, topics that are unrelated to the specific portion of the Website on which they are posted, advertisements, recruiting or other commercial messages, and any other User Content that Other Services deems in its sole discretion is inappropriate. If You believe a message violates Our policies, please contact the Other Services immediately so that We can consider its editing or removal. Other Services do not promise to remove any User Content and interpretation of whether User Content violates any applicable policy always remains within the sole discretion of third party. We and each Other Service reserve the right to disclose all User Content and other relevant information and the circumstances surrounding transmission to any third party in order to operate the Site properly; to protect itself, its partners and its visitors; and to comply with legal obligations or governmental requests. This means Other Services may honor court-mandated requests to reveal a user’s electronic address and identity.

Without limiting the generality of the foregoing, We and each Other Service reserve the right (but are under no obligation) to remove any content that directly or indirectly discriminate in violation of applicable law. You understand and agree that it is Your responsibility to refrain from posting any content that contain direct or indirect discrimination or otherwise violate applicable law.

16. INTELLECTUAL PROPERTY

All content on this Service, including, without limitation, any and all materials, information, text, data, contents, names, trade names, trademarks, service marks, lay out, logos, designs, images, graphics, illustrations, artwork, icons, photographs, displays, sound, music, video, animation, organization, assembly, arrangement, and all intellectual property of any kind whatsoever, is owned exclusively by TriNet Cloud, or the licensors or suppliers of TriNet Cloud and is protected by U.S. and international copyright and intellectual property laws. All rights are hereby reserved. Without limiting the foregoing, no content on this Service may be copied, reproduced, duplicated, published, or distributed in any form or by any means whatsoever without the express prior written permission of TriNet Cloud or the appropriate licensor or supplier.

17. LICENSE

TriNet Cloud grants You a personal, non-transferable and non-exclusive right and license to use the object code of its software on a single computer and access the Service; provided that You do not (and do not allow any third party to) copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, sublicense, grant a security interest in or otherwise transfer any right in the software. You agree not to modify the software in any manner or form, or to use modified versions of the software, including (without limitation) for the purpose of obtaining unauthorized access to the Service. You agree not to access the Service by any means other than through the interface that is provided by TriNet Cloud for use in accessing the Service.

Any feedback, questions, comments, suggestions, ideas or the like, which You send to TriNet Cloud will be treated as being non-confidential and nonproprietary. TriNet Cloud will also be free to use any ideas, concepts, know-how or techniques contained in all information for any purpose, whatsoever, including, but not limited to, developing, manufacturing and marketing products and services incorporating all information. Any submission to this Service will be deemed and remain the property of TriNet Cloud. TriNet Cloud will be free to use, for any purpose, any idea, concepts, know-how or techniques contained in information that You provide to Us. All product and service marks contained on or associated with the Service that are not TriNet Cloud marks are the trademarks of their respective owners. References to any names, marks, products or services of third parties or hypertext links to third party sites or information do not necessarily constitute or imply TriNet Cloud's endorsement, sponsorship or recommendation of the third party, information, product or service.

18. NOTICE

By providing Us with Your e-mail address, You agree to receive all required notices electronically to that e-mail address. It is Your responsibility to update or change that address, as appropriate. Notices will be provided in HTML (or, if Your system does not support HTML, in plain-text) in the text of the e-mail or through a link to the appropriate page on Our site, accessible through any standard, commercially available internet browser. Also, TriNet Cloud may provide notices to You in writing to the last address You supply to Us and notices of changes to this Agreement, the Service or other matters may be provided by displaying notices or links to notices generally on the Site.

19. GOVERNING LAW; DISPUTES

Delaware law governs this Agreement. You and We will make good faith efforts to negotiate and mediate any claim, dispute or controversy ("Dispute") arising out of the Agreement, which would otherwise require or allow resort to any court or other governmental dispute resolution forum. If the Dispute is not resolved within thirty (30) days, You and We agree that the Dispute will be submitted to binding arbitration and each party will pay its own attorneys' fees and costs. Claims for non-payment of fees and claims for injunctive relief are exceptions, can be brought in a court, and the judge will have the power to award attorneys' fees and costs. You waive any right to bring any Dispute on a class, private attorney general, representative, or similar basis. Arbitration of a Dispute will be conducted in accordance with the rules and processes of either the American Arbitration Association or Judicial Arbitration and Mediation Services, Inc. Unless otherwise agreed, the arbitration will be held in the Alameda County, California and awards exceeding fifty thousand dollars ($50,000) will include the arbitrator’s written opinion providing reasoned explanations for the decision. 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 in Alameda County, California.

20. DELETING YOUR ACCOUNT

If You want to terminate Your legal agreement with TriNet Cloud, You may do so by closing Your account for the Service. The provisions and all obligations of and restrictions on You and any user of Your account with respect to the Service will survive any termination of this Agreement. Please use the directions below to cancel Your account: Send an email from Your LoginID e-mail address to support@TriNetCloud.com with the following subject line - Delete Account. You will be provided with an email confirming Your request and Your TriNet Cloud account data will be removed within 48 hours, except to the extent required to meet record retention requirements.

21. BILLING, PLAN MODIFICATIONS AND PAYMENTS

Billing and Payments. The Service is made available on a pay-as-you-go basis and is charged at the start of Your elected subscription term (generally monthly or annually). Your subscription will renew automatically based on Your plan’s renewal cycle. The Service provides an interface for the account owner to change credit card information (e.g., upon card renewal) or in some circumstances via other payment methods. The account owner will receive a receipt upon each payment received, or they may obtain a receipt from within the application to be able to track the status of Your subscription.

Modifying Your Subscription. If You choose to upgrade Your plan during Your elected subscription period, any incremental cost will be prorated over the remaining term of the subscription period and charged to Your account. Subsequently, You will be charged the adjusted rate on Your next billing cycle. If You are on a monthly billing cycle, You will not see a prorated charge or credit in the current month, but Your new billing rate will be reflected on Your next monthly bill. Regardless of Your billing cycle, there are no refunds or credits for partial months of Service, plan downgrades, or refunds for unused time if You close Your account before the end of Your subscription period. Downgrading Your plan level may cause the loss of content, features, or capacity of Your account and TriNet Cloud does not accept any liability for such loss. TriNet Cloud reserves the right to terminate the subscription if You maintain exceptionally high usage or impose other excessive stress on the Service.

Overdue charges. If You fail to pay Your subscription fee on time, or if Your credit card payment information is entered in error or does not go through for processing and You do not update payment information upon Our request, Your entire subscription may be suspended or cancelled.

Billing Privacy. TriNet Cloud uses a third-party intermediary to manage credit card processing and this intermediary is not permitted to store, retain, or use Your billing information except to process Your credit card information for TriNet Cloud. For more information about how We handle Your personal information, please visit Our TriNet Cloud Privacy Policy.

Taxes. Unless otherwise stated, Our charges do not include any taxes, levies, duties or similar governmental assessments, including value-added, sales, use or withholding taxes assessable by any local, state, provincial or foreign jurisdiction (collectively "Taxes"). You are responsible for paying Taxes except those assessable against TriNet Cloud based on its income. We will invoice You for such Taxes if We believe We have a legal obligation to do so.

22. FEDERAL GOVERNMENT END USE PROVISIONS.

If You are a U.S. federal government end user, this Service is a "Commercial Item" as that term is defined at 48 C.F.R. §2.101, consisting of "Commercial Computer Software" and "Commercial Computer Software Documentation", as those terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1 through §227.7202-4, as applicable, this Service is licensed to You with only those rights as provided under the terms and conditions of this Agreement.

23. MISCELLANEOUS

This Agreement shall be interpreted according to its fair meaning and will not be interpreted strictly against or for either party. This Agreement constitutes the entire agreement with respect to the subject matter hereof and supersedes all prior or contemporaneous communications and proposals, whether, electronic, oral or written, between TriNet Cloud and the user of the Service. Headings used herein are for convenience only and will not limit, control or add to the meaning of any term, provision or condition.