MEMBER TERMS AND CONDITIONS

Effective date: March 13, 2023

These Member Terms and Conditions (“Agreement”) are a binding contract between you and OVERALLS, INC. (“Overalls,” “we” and “us”). When we use the word “you” in this Agreement, it refers to the party who has purchased a subscription to the Services (defined below) on behalf of Authorized Users (defined below). You agree to all the terms in this Agreement, and this Agreement will remain in effect for the duration of the subscription(s) you purchase. This Agreement includes the provisions in this document as well as those in the Privacy Policy and the Terms of Use .

 Please read this Agreement carefully. It covers important information about the Platform and Services provided and any charges, taxes, and fees we bill you. This Agreement includes information about future changes to this Agreement, automatic renewals, and limitations of liability. PLEASE NOTE THAT YOUR SUBSCRIPTION(S) ARE SUBJECT TO THE FOLLOWING AGREEMENT; IF YOU DO NOT AGREE TO ALL OF THE FOLLOWING, YOU MAY LOSE ACCESS TO THE PLATFORM AND YOUR AUTHORIZED USERS MAY NOT USE OR ACCESS THE SERVICES IN ANY MANNER.

1. DEFINITIONS.
   
   
   1. “Active User” means any Authorized User who uses the Platform.
      
      
   2. “Authorized User” means any individual with respect to whom Member identifies as an “Authorized User” by including their name and email in an eligibility file shared with Overalls. 
      
      
   3. “Member” means the party to this Agreement who purchases subscriptions to the Services on behalf of Authorized Users.
      
      
   4. “Platform” means the platform provided through getoveralls.com, as the same may be updated from time to time.
      
      
   5. “Services” means the services provided by Overalls to Active Users through the Platform.
      
      
2. PLATFORM; IMPLEMENTATION.
   
   
   1. Implementation. Member and Overalls shall coordinate launch timing, technical integrations (e.g. SSO, if any), employment notifications and other best practices regarding implementation of the Services for Authorized Users. Member shall provide Overalls with an eligibility file identifying all Authorized Users, and shall promptly update Overalls with respect to any individual ceasing to be an Authorized User.
      
      
   2. Registration. All Authorized Users shall register through Overalls’ standard registration process and agree to the Terms of Use, Privacy Policy and other applicable terms required by Overalls for such registration.
      
      
3. PAYMENTS AND BILLING.
   
   
   1. The Services may be provided as part of a free trial or Overalls may charge a subscription fee for using the Services. If Member has selected a free trial, Overalls will notify Member before any fees are charged, and if Member wishes to continue having Services made available to its Authorized Users, Member must pay all applicable fees for such Services. Any free trial or other promotion that provides access to a paid subscription must be used within the specified time of the trial.
      
      
   2. Fees. A subscription purchased by a Member (“Paid Service”) allows Authorized Users to access the Services. Please see our Pricing page, https://getoveralls.com/pricing for a description of the current subscription pricing plans. Member agrees to pay Overalls all fees in the amounts and at the times specified in the subscription pricing plan that Member selects on the Platform. Any payment terms presented to Member in the process of using or signing up for a subscription are deemed part of this Agreement. Overalls uses a third-party payment processor (“Payment Processor”) to charge Member. The processing of payments will be subject to the terms of the Payment Processor in addition to the terms of this Agreement. Currently, Overalls use Stripe, Inc. as our Payment Processor. Member can access Stripe’s Terms of Service at https://stripe.com/us/checkout/legal and their Privacy Policy at https://stripe.com/us/privacy. Overalls is not responsible for any error by, or other acts or omissions of, the Payment Processor. By choosing to use Paid Services, Member agrees to pay Overalls, through the Payment Processor, all charges at the prices then in effect for any use of such Paid Services in accordance with the applicable payment terms, and Member authorizes Overalls, through the Payment Processor, to charge Member’s chosen payment provider (“Payment Method”). Member agrees to make payment using that selected Payment Method. Overalls reserves the right to correct any errors or mistakes that the Payment Processor makes even if it has already requested or received payment. The terms of Member’s payment will be based on Member’s Payment Method and may be determined by agreements between Member and the financial institution, credit card issuer or other provider of Member’s chosen Payment Method. If Overalls, through the Payment Processor, does not receive payment from Overalls, Member agrees to pay all amounts due on Member’s Billing Account upon demand. Member must provide current, complete and accurate information for Member’s account and must promptly update all information to keep Member’s account current, complete and accurate (such as a change in billing address, credit card number, or credit card expiration date). Member agrees to notify Overalls if Member becomes aware of a potential breach of security of its account.
      
      
   3. Auto-Renewal. Certain Services are made available on a subscription basis that automatically renews based on Member’s selection of a subscription pricing plan. Unless Member opts out of auto-renewal, which can be done through the account settings, any Paid Services that Member has selected will be automatically extended for successive renewal periods of the same duration as the subscription term originally selected, at the then-current non-promotional rate. If an Authorized User decides to terminate their account or their use of the Services, Member will continue to be responsible to Overalls for all payments owed. If Member terminates a Paid Service, Active Users may continue using the Platform until the end of the then-current term, and the subscription will not be renewed after the then-current term expires.
      
      
4. TERM AND TERMINATION. Subscriptions commence when Member purchases a subscription and this Agreement will remain effective until all subscriptions have expired or until the Agreement is terminated by either party upon 30 days written notice from one party of any breach by the other party remaining uncured at the end of such notice period. Overalls may terminate this Agreement for convenience upon 30 days prior written notice. Any fees paid hereunder are non-refundable.
   
   
5. WARRANTY; DISCLAIMER.
   
   
   1. General. Each party represents and warrants that: (a) it is a duly organized, validly existing, and in good standing under the laws of the jurisdiction in which it is organized; (b) it has full power and authority, and has obtained all approvals, permissions and consents necessary, to enter into this Agreement and to perform its obligations hereunder; (c) this Agreement is legally binding upon it and enforceable in accordance with its terms; and (d) the execution, delivery and performance of this Agreement does not and will not conflict with any agreement, instrument, judgment or understanding, oral or written, to which it is a party or by which it may be bound.
      
      
   2. Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, OVERALLS HEREBY DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, WITH RESPECT TO THE SERVICES INCLUDING, WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE AND ALL WARRANTIES ARISING FROM ANY COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE. OVERALLS DOES NOT WARRANT THAT (A) THE USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR (B) THE SERVICES WILL MEET MEMBER’S OR ANY AUTHORIZED USERS’ REQUIREMENTS OR EXPECTATIONS.
      
      
6. LIMITATION OF LIABILITY. IN NO EVENT SHALL OVERALLS BE LIABLE CONCERNING THE SUBJECT MATTER OF THIS AGREEMENT, REGARDLESS OF THE FORM OF ANY CLAIM OR ACTION (WHETHER IN CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE), FOR ANY (A) INDIRECT, PUNITIVE, INCIDENTAL, RELIANCE, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR (B) DAMAGES, IN THE AGGREGATE, IN EXCESS OF THE AMOUNTS PAID OR PAYABLE HEREUNDER DURING THE PREVIOUS 6 MONTHS, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
   
   
7. General provisions. Each party is an independent contractor. All Member suggestions, enhancement requests, recommendations or other feedback provided by Member relating to the Services or Platform (collectively, “Feedback”), will be the sole and exclusive property of Overalls and Member shall and hereby does assign any rights in such Feedback to Overalls. Member grants Overalls a non-exclusive, limited, non-transferable license, and royalty-free license to use its trademarks, service marks, trade names and logos for promotional and marketing purposes in order to identify Member as a customer of Overalls. This Agreement supersedes all prior written or oral understandings between the parties regarding the subject matter of the Agreement and it may be waived only in writing. This Agreement shall be governed by the laws of New York, without regard to its conflict of law rules, and any legal action must be brought exclusively within New York. If any provision of this Agreement is determined to be illegal or unenforceable, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect. The terms of this Agreement may change from time to time and we will provide a notice on our Platform or notify you by some other means if so. Additionally, since we are always trying to improve our Platform and Services, we may, in our sole discretion, make changes to, suspend or discontinue certain parts of the Platform of Services. We will try to give you notice on our Platform or through some other means when we make material changes to the Platform or Services.   Any new or modified terms will be immediately effective and will apply for the duration of the subscriptions(s) that you have selected. Except for changes by us as described here, no other amendment or modification of this Agreement will be effective unless in writing and signed by both you and us.
   
   
8. In the event Overalls is prevented from performing, or is unable to perform, any of its obligations under this Agreement due to any cause beyond its reasonable control, its performance shall be extended for the period of delay or inability to perform due to such occurrence. Overalls has the right to assign this Agreement without Member’s prior written consent.