Master Software as a Service Terms and Conditions
Last Updated: October 19, 2026
These Terms and Conditions (Terms), each mutually accepted order form (Order Form), and any expressly incorporated addendum form the Agreement between TreeRing Workforce Solutions, Inc.® (TreeRing) and the customer identified in the Order Form (Customer). In the event of conflict, the following order controls solely for the subject matter addressed: (1) a mutually signed amendment expressly overriding a provision; (2) an applicable product-specific addendum or data processing agreement; (3) the Order Form for commercial details; and (4) these Terms. A customer purchase order does not modify the Agreement unless expressly accepted in writing by TreeRing. The individual accepting on behalf of Customer represents authority to bind Customer.
Services means the hosted TreeRing Time®, TreeRing HRIS®, TreeRing Payroll®, or other subscribed offerings identified in an Order Form or an approved Statement of Work, including associated documentation and generally released updates. Customer Data means data submitted to or processed through the Services by or on behalf of Customer. Authorized Users are individuals authorized by Customer. Subscription Term means the initial term and renewal periods specified in the Order Form. Equipment means separately purchased devices identified in an Order Form. Third-Party Services means separately operated products, services, APIs, or systems used with the Services. Confidential Information includes Customer Data and other nonpublic information reasonably understood to be confidential.
The Subscription Term, Billing Start Date, renewal period, and any minimum commitment are specified in the Order Form. If the Order Form specifies a fixed term, it renews for the renewal period identified there unless either party gives 60 days written notice before the term ends. Customer may request early termination of a fixed-term subscription, but remains responsible for accrued charges and the remaining committed minimum subscription fees, subject to applicable law and any express termination-for-cause remedy. Neither termination nor suspension accelerates unearned professional services charges. No customer is converted from a signed fixed-term commitment to month-to-month merely because these Terms are posted online.
Customer shall pay subscription, implementation, integration, equipment, and other fees stated in the Order Form or an approved Statement of Work. Unless the Order Form states otherwise, recurring subscriptions are billed and undisputed invoices are due net 30 days. Per-employee, transaction, access-point, and minimum usage measures shall be specified in the Order Form. Customer shall dispute invoices in good faith within 30 days and timely pay undisputed amounts. TreeRing may suspend Services for undisputed amounts more than 30 days overdue after at least 7 days written notice, subject to law and emergency restrictions. TreeRing may charge lawful late fees and reasonable collection costs if expressly stated on the Order Form or an approved Statement of Work. Taxes other than TreeRing income taxes are Customer’s responsibility.
For fixed-term subscriptions, recurring rates remain as stated in the Order Form or an approved Statement of Work through the then-current term unless the Order Form expressly permits a change. At renewal, TreeRing may increase recurring rates upon at least 60 days advance written notice, subject to 5% or CPI. For month-to-month subscriptions, TreeRing may change prices with at least 60 days notice and no more than once per calendar year for the same subscription package, except changes attributable to usage, taxes, or separately approved services. Any legally required longer notice controls.
TreeRing grants Customer a limited, nonexclusive, nontransferable right during the Subscription Term to access the subscribed Services for its internal business purposes. Customer controls its Authorized Users and is responsible for their activity, credential confidentiality, appropriate permissions, and enabling supported multifactor authentication where required by the applicable security policy. Customer shall not reverse engineer, sublicense, resell, unlawfully use, interfere with, or maliciously test the Services, nor use automated tools in ways that impair their performance. Reasonable authorized security assessments require TreeRing’s prior written coordination. TreeRing may suspend access reasonably necessary to address an active security threat or serious misuse, with notice when practicable.
TreeRing will provide the subscribed Services substantially in accordance with applicable documentation. Generally released enhancements and security updates may be deployed automatically. TreeRing may change features or delivery methods, provided it does not materially reduce core purchased functionality during the committed term without reasonable substitute functionality or a negotiated remedy. Basic support is available 8:30 a.m.–5:30 p.m. Eastern Time, weekdays excluding published holidays, through published support channels. Availability targets, exclusions, planned maintenance, severity definitions, escalation, and service credits apply only as stated in an incorporated Service Level Agreement; no numerical uptime guarantee is created by these Terms alone.
Implementation, training, migration, integration, and custom development scope, assumptions, dependencies, deliverables, pricing, acceptance criteria, and change-control procedures shall be specified in an Order Form or Statement of Work. Customer shall timely provide access, decisions, testing, data, and approvals. Additional requirements, third-party API changes, rework caused by inaccurate Customer specifications, and out-of-scope changes require a mutually approved change order. Unless expressly agreed otherwise, TreeRing retains all intellectual property in its software, methods, tools, improvements, and custom deliverables; Customer receives a limited license to use deliverables with its subscribed Services during the Term. Customer retains ownership of its data and preexisting materials.
Customer is responsible for obtaining and maintaining rights to Customer-selected Third-Party Services and authorizing data exchange. TreeRing may apply reasonable API limits, credential restrictions, and throttling to protect service stability. TreeRing does not control third-party platforms, their availability, interfaces, pricing, or security, except to the extent expressly undertaken in an Order Form or Statement of Work. TreeRing shall remain responsible for its own integration code and contractual obligations. Material redesigns necessitated by changes in external APIs or requirements are outside standard subscription maintenance unless expressly included.
Customer is the employer or responsible
business operator and controls its policies, employee classification,
schedules, rounding, overtime, meal/rest rules, attestations, approval
workflows, payroll instructions, and legally required notices. Customer is
responsible for selecting lawful configurations, reviewing time and payroll
records, correcting exceptions, and approving payroll outputs.
Customer-Directed Configuration and Wage-and-Hour Compliance. TreeRing’s role
is to configure the Services based on the business rules, policies, procedures,
and requirements selected, approved, or authorized by Customer. While TreeRing
may provide guidance regarding available system functionality, configuration
options, and implementation practices, such guidance is for technical and
operational purposes only and does not constitute legal advice. TreeRing is not
Customer’s legal counsel and does not determine, certify, or warrant whether
Customer’s policies, pay practices, or configurations comply with federal,
state, or local wage-and-hour laws or other employment regulations. Customer
retains responsibility for establishing, reviewing, approving, and maintaining
legally compliant policies, including overtime, time rounding, meal and rest
periods, employee classifications, attendance, and payroll practices, and for
consulting qualified legal counsel or other professional advisors as
appropriate. TreeRing shall not be responsible for claims, penalties, or
liabilities arising from Customer-directed policies or configurations to the
extent caused by Customer’s instructions, decisions, or noncompliance with law;
however, this provision does not excuse TreeRing from liability to the extent
directly caused by its failure to implement the mutually agreed configuration
correctly or by its own breach of this Agreement.
Any payroll processing, tax filing, funding, or related services are governed
by a separate Payroll Services Agreement.
Customer owns Customer Data and grants TreeRing and authorized subprocessors a limited right to process it to deliver, secure, support, and improve the Services as permitted by the Agreement and applicable law. During the Term, Customer may use available standard exports; custom extraction or migration services may be separately priced by approved SOW. Subject to security controls and applicable law, TreeRing will make a commercially reasonable standard export available for 30 days after expiration or termination, including where payment is disputed, without requiring waiver of outstanding lawful charges. Thereafter TreeRing may delete production Customer Data according to a documented retention schedule, except legal holds, backups pending ordinary expiration, and payroll records required to be retained under a product-specific agreement or law. Neither party shall intentionally withhold legally required records.
TreeRing shall maintain commercially reasonable administrative, technical, and physical safeguards appropriate to the Services and personal data processed, including encryption in transit and at rest where implemented, access controls, logging, vulnerability management, and backup/recovery procedures described in an applicable Security Addendum. Each party shall promptly notify the other of a confirmed Security Incident affecting Customer Data for which notice is required by law or contract; TreeRing’s target notice period is 72 hours after confirmation, unless a shorter period is legally required. Notices may be supplemented as facts develop. Each party shall reasonably cooperate on investigation, containment, and legally required notices. Data-processing terms and subprocessor obligations shall be governed by the applicable Data Processing Addendum.
Unless a signed Business Associate Agreement expressly authorizes it, Customer shall not submit protected health information requiring TreeRing to act as a HIPAA business associate. Any healthcare exception must be approved in writing before such processing begins. Customer shall provide notices and obtain consents required for its collection and use of biometric information and shall configure retention and deletion in accordance with law; TreeRing shall comply with its own applicable processing obligations. Payment-card information must be submitted only through approved payment-processing channels, not general-purpose data fields.
Each party shall use the other party’s Confidential Information only for purposes authorized by the Agreement, protect it with at least reasonable care, and disclose it only to authorized persons under suitable confidentiality duties or as required by law. Confidentiality survives five years after termination, except trade secrets for so long as protected by law and personal data for as long as applicable obligations require. TreeRing may use aggregated or properly de-identified operational statistics to improve services and create benchmarking insights, but shall not reidentify individuals or disclose Customer confidential information. Customer grants TreeRing a nonexclusive right to use voluntary product feedback without disclosing Customer confidential information. Public use of Customer names or logos requires prior written approval.
Equipment purchases, rentals, warranty periods, replacement services, delivery terms, and return requirements shall be set forth in the Order Form and an incorporated Equipment Addendum. Rented Equipment remains TreeRing property, subject to ordinary wear and tear and agreed insurance responsibilities. Customer shall return rented Equipment within 30 days after termination or pay the replacement amount stated in the Order Form. Equipment warranties and remedies are limited to those expressly specified in the applicable addendum and mandatory law.
TreeRing warrants that during the Subscription Term the Services will perform substantially in accordance with applicable published documentation and that professional services will be performed in a professional and workmanlike manner. Customer shall report reproducible material nonconformities and reasonably cooperate with remediation. TreeRing will use commercially reasonable efforts to correct them; if a material failure remains uncured after a reasonable period, Customer may terminate the affected Services and receive a prorated refund of prepaid unused fees for those affected Services. Except as expressly stated and to the extent permitted by law, all other warranties are disclaimed. Beta features are provided as-is, are optional, and must not be used with live sensitive data unless specifically authorized.
TreeRing shall defend Customer against third-party claims that authorized use of the unmodified Services infringes intellectual property rights and pay finally awarded damages or approved settlements, subject to customary exclusions for unauthorized modifications, combinations, or misuse. TreeRing may procure continued use, replace or modify the affected component, or terminate the affected Service with a prorated refund if other remedies are commercially impracticable. Customer shall defend TreeRing against third-party claims arising from Customer Data infringement, Customer’s unlawful use or instructions, and Customer’s employment decisions or configurations to the extent caused by Customer rather than TreeRing’s breach. The indemnified party shall promptly notify the other, permit defense control subject to settlement protections, and reasonably cooperate.
Except for excluded claims, each party’s total aggregate liability arising out of the Agreement shall not exceed the fees paid or payable for the affected Services in the 12 months preceding the event giving rise to liability. Neither party shall be liable for indirect, consequential, exemplary, or punitive damages or lost profits, except where prohibited by law. Customer’s payment obligations and each party’s fraud, willful misconduct, and infringement of the other party’s intellectual property are excluded from the general cap.
Either party may terminate for material breach if the other fails to cure within 30 days after written notice, except for breaches incapable of cure. TreeRing may immediately suspend Services to address imminent threats, illegal activity, credential compromise, or serious misuse, using the least disruptive reasonable measure and providing prompt notice when lawful and practicable. For nonpayment, the notice and cure procedures in Section 4 apply. Upon termination, access ends subject to Section 11 export rights, accrued and surviving obligations remain due, and prepaid unused fees are refunded only where expressly provided by the Agreement.
Formal notices may be delivered to the legal and billing contacts designated in the Order Form by recognized courier, certified mail, or verified email to designated notice addresses [confirm addresses and deemed receipt]. Order Forms and amendments may be accepted by electronic signature or authenticated electronic acceptance by an authorized representative. Operational policies may be updated with notice, but material changes to signed fixed-term commercial or liability provisions require written mutual agreement unless a lawful and expressly agreed amendment mechanism applies. Website publication alone does not override signed customer terms.
This Agreement shall be governed by and construed in accordance with the laws of the state in which TreeRing Workforce Solutions, Inc. is incorporated, which is currently the State of Georgia, United States of America, without regard to its conflict-of-laws principles. Any legal action or proceeding arising out of or relating to this Agreement shall be brought exclusively in the state or federal courts of competent jurisdiction located in the State of Georgia. Each party irrevocably consents to the personal jurisdiction and venue of such courts. Neither party may assign the Agreement without the other’s consent, not unreasonably withheld, except in connection with a merger, acquisition, or sale of substantially all relevant assets subject to assumption of obligations. Force majeure excuses nonpayment obligations only to the extent required by law; each party shall provide reasonable notice of qualifying events.
The following apply only when incorporated and relevant: (A) Payroll Services Agreement, including processing, tax, funding, and retention obligations; (B) HRIS/Benefits Administration Addendum; (C) Service Level Agreement; (D) Data Processing and Security Addendum; (E) HIPAA Business Associate Agreement; (F) Equipment Addendum; (G) Professional Services Statement of Work; (H) Partner/Reseller Addendum; (I) Mobile/eSignature Addendum; (J) Beta/AI Addendum if and when the specific functionality is offered. No reference to a product or addendum represents that the product or functionality is currently offered.
23.1 Optional SMS Services. TreeRing may offer SMS notifications concerning attendance updates, missing punches, available shifts, pending timesheet approvals, and other workforce-related activity. Customer controls the configuration of available notification categories, subject to the Services and applicable law.
23.2 Consent. Customer shall obtain and document any legally required prior consent before enabling SMS notifications for an individual, including any required disclosures regarding message purpose, frequency, rates, and opt-out methods. TreeRing may also require recipients to complete a direct opt-in process. Consent to optional SMS notifications is not a condition of purchasing the Services. Customer shall not upload or use phone numbers for messaging without appropriate authorization.
23.3 Opt-Out and Help. Recipients may reply STOP to opt out and HELP for assistance where supported by the messaging channel. TreeRing will process applicable opt-out requests and maintain suppression controls; Customer shall not re-enroll an opted-out recipient without obtaining any required new consent. Operational instructions and support contact information may also be provided through the application.
23.4 Frequency, Charges, and Delivery. Message frequency varies based on configuration and activity. Message and data rates may apply. TreeRing may separately charge Customer for SMS usage as set forth in an Order Form. Wireless carriers and messaging providers may delay, filter, or fail to deliver messages; TreeRing does not guarantee delivery or receipt of every message.
23.5 Privacy and Compliance. Each party shall comply with applicable laws and messaging-provider requirements relevant to its activities. Customer is responsible for message configuration, accurate contact information, and lawful workforce communications. TreeRing shall handle SMS-related personal information in accordance with its Privacy Policy and applicable data-protection obligations. Sensitive personal information should not be included in SMS content unless expressly authorized and appropriately protected.
23.6 Changes and Suspension. TreeRing may reasonably modify or suspend SMS capabilities to address security, abuse, legal compliance, or telecommunications provider requirements. Such action does not excuse accrued payment obligations.