VimOne Platform — Terms of Service

Last Updated and Effective Date: January 1, 2026

1. Introduction and Acceptance

These Terms of Service ("Terms") govern your access to and use of VimOne, a proprietary workforce management and back-office platform owned and operated by VimHR Group, an Arizona LLC ("Platform Owner"). VimOne includes all associated web portals, mobile applications, reporting tools, onboarding systems, APIs, and integrated technologies (collectively, the "Platform").

Access to the Platform may be granted directly by the Platform Owner or through an authorized channel partner, service administrator, or licensee ("Authorized Provider"). Regardless of how access was granted, these Terms govern your use of the Platform.

By accessing or using the Platform, you ("User," "you," or "your") agree to be bound by these Terms. If you are accessing the Platform on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that entity to these Terms. If you do not agree to these Terms, you must immediately cease using the Platform.

These Terms supplement and are in addition to any Agreement for Employer of Record Services, Channel Partner Agreement, or other service agreement ("Service Agreement") between you or your organization and the Platform Owner or an Authorized Provider. In the event of a direct conflict between these Terms and a Service Agreement, the Service Agreement shall control with respect to the subject matter of the conflict. In all other matters, these Terms shall govern your use of the Platform.

2. Account Access and Credentials

2.1. Access to the Platform is provided in connection with an active Service Agreement. Access is limited to authorized personnel and is provided solely for the purposes contemplated by the applicable Service Agreement.

2.2. You are responsible for maintaining the confidentiality and security of your login credentials. You agree not to share, transfer, or disclose your credentials to any unauthorized individual or entity. You shall immediately notify the Platform Owner of any unauthorized use of your account or any other breach of security.

2.3. The Platform Owner reserves the right to disable, suspend, or terminate any User account at any time, with or without notice, if it reasonably believes that the account is being used in violation of these Terms, any applicable Service Agreement, or applicable law.

2.4. You are responsible for all activity that occurs under your account, whether or not you have authorized such activity. The Platform Owner shall not be liable for any loss or damage arising from your failure to maintain the security of your account credentials.

3. Permitted Use

3.1. You may use the Platform solely for the following purposes in connection with your Service Agreement:

(a) Submitting employee onboarding information and documentation.

(b) Submitting timesheets, payroll data, and assignment information.

(d) Requesting invoice financing and reviewing disbursement reports.

(e) Viewing payroll reports, invoicing data, and account activity.

(f) Accessing employee benefits enrollment and HR administrative tools.

(g) Any other function expressly made available to you through the Platform.

4. Prohibited Conduct

4.1. You shall not, and shall not permit any third party to:

(a) Copy, reproduce, modify, adapt, translate, reverse engineer, decompile, disassemble, or create derivative works based on the Platform or any component thereof.

(b) Sublicense, resell, distribute, lease, or grant access to the Platform to any third party without the Platform Owner's prior written consent.

(d) Attempt to gain unauthorized access to any portion of the Platform, other User accounts, or any systems or networks connected to the Platform.

(e) Use automated tools, bots, scrapers, or other means to extract, harvest, or collect data from the Platform.

(f) Upload, transmit, or distribute any viruses, malware, or other harmful code through the Platform.

(g) Interfere with or disrupt the integrity, performance, or availability of the Platform.

(h) Access, extract, or export data from the Platform beyond what is necessary for your authorized functions.

(i) Use any data obtained through the Platform to compete with the Platform Owner or to solicit the Platform Owner's clients, employees, or business relationships.

5. Intellectual Property and Ownership

5.1. All rights, title, and interest in and to the Platform — including all software, code, databases, interfaces, designs, documentation, trademarks, trade names, logos, and all other intellectual property — are and shall remain the exclusive property of the Platform Owner. No rights or licenses are granted to you except the limited right to access and use the Platform as expressly permitted by these Terms and your Service Agreement.

5.2. The VimOne name, logo, and all related product and service names, design marks, and slogans are trademarks of the Platform Owner. You are not authorized to use any such marks without the Platform Owner's prior written consent.

5.3. Any feedback, suggestions, ideas, or recommendations you provide regarding the Platform ("Feedback") shall become the exclusive property of the Platform Owner. You hereby assign all rights in such Feedback to the Platform Owner and agree that the Platform Owner may use, implement, and commercialize Feedback without restriction or obligation to you.

6. Data Ownership and Privacy

6.1. All data processed, stored, or generated within the Platform — including but not limited to employee records, payroll data, tax information, insurance records, client account data, invoicing data, and financial records — is and shall remain the exclusive property of the Platform Owner ("Platform Data").

6.2. You acknowledge that the Platform processes personally identifiable information ("PII") of employees and clients, including Social Security numbers, dates of birth, financial information, and health information. You agree to access, view, and use PII only as necessary to perform your obligations under your Service Agreement and in compliance with all applicable federal, state, and local privacy laws and regulations.

6.3. You shall not download, export, copy, screenshot, or otherwise extract Platform Data in bulk or for any purpose other than your authorized use under the applicable Service Agreement. Incidental downloads of reports and documents expressly made available for download through the Platform's standard functionality are permitted.

6.4. Upon termination of your Service Agreement or these Terms, you shall have no right to retain, copy, or access any Platform Data, except as required by law or as expressly agreed in writing by the Platform Owner.

6.5. In the event of any actual or suspected data breach involving Platform Data or PII accessed through the Platform, you shall notify the Platform Owner immediately and in no event later than twenty-four (24) hours after discovery, and shall cooperate fully in investigating and remediating the breach.

7. Confidentiality

7.1. All information accessed through or available on the Platform constitutes Confidential Information of the Platform Owner, including but not limited to Platform Data, system architecture, pricing structures, client lists, business processes, and operational methodologies.

7.2. You agree to hold all Confidential Information in strict confidence and not to disclose it to any third party without the Platform Owner's prior written consent, except as required by law or as necessary to perform your obligations under the applicable Service Agreement.

7.3. The obligations under this section shall survive the termination of these Terms and your access to the Platform for a period of five (5) years, except with respect to trade secrets, which shall be protected for as long as such information qualifies as a trade secret under applicable law.

8. Payment Obligations, Service Continuity, and Insurance Coverage

8.1. Your continued access to the Platform and the provision of services associated with your account — including payroll processing, tax administration, and all associated insurance coverages (workers' compensation, general liability, and professional liability) — are conditioned upon your timely payment of all amounts owed under your Service Agreement.

8.2. If you have outstanding invoices, past-due balances, or any unpaid obligations under your Service Agreement, the Platform Owner reserves the right to immediately and without prior notice:

(a) Suspend or restrict your access to the Platform, including all reporting, onboarding, and invoicing functionality.

(b) Suspend all services under your Service Agreement, including payroll processing and the issuance of all paychecks and direct deposits.

(c) Suspend all insurance coverages associated with your account, including workers' compensation, general liability, and professional liability coverage for all employees on your payroll.

(d) Decline to process, administer, or pay any workers' compensation claims, injury claims, or other insurance claims arising during any period in which your account is delinquent, regardless of when the underlying incident occurred.

(e) Withhold any pending disbursements, reserves, or credits owed to you and apply them against outstanding balances.

(f) Charge late penalties and interest on unpaid balances as set forth in your Service Agreement.

8.3. You acknowledge and agree that the Platform Owner shall have no obligation to cover, pay, administer, or otherwise be responsible for any workplace injuries, workers' compensation claims, general liability claims, or any other losses, damages, or liabilities arising during any period in which your account is delinquent. During any such period, employees shall not be considered to be in active payroll status, and insurance policies maintained in connection with the Platform shall not apply to such employees. You assume full and unconditional liability for all claims, injuries, wages, taxes, insurance obligations, and any other costs or liabilities arising from employee work performed during a period of delinquency.

8.4. If the Platform Owner elects, in its sole discretion, to continue processing payroll or maintaining services during a period of delinquency as a business accommodation, such election shall not constitute a waiver of any rights under these Terms or your Service Agreement, shall not create a course of dealing or expectation of continued service, and shall not guarantee that any insurance carrier will provide coverage for claims arising during such period.

8.5. You are solely responsible for ensuring that employees do not report to or perform work at any worksite location during any period in which services have been suspended due to non-payment. If an employee continues to perform work during a suspension period, you shall indemnify and hold the Platform Owner harmless from all claims, losses, and liabilities arising from such work.

8.6. Reinstatement of services and Platform access following a suspension for non-payment shall be at the Platform Owner's sole discretion and may be conditioned upon full payment of all outstanding balances, late penalties, interest, and any additional fees or deposits that may be required.

9. Third-Party Integrations and Services

9.1. The Platform may integrate with, connect to, or provide access to third-party services, applications, software, data providers, insurance carriers, financial institutions, payment processors, and other external systems ("Third-Party Services"). These integrations are provided for convenience and operational efficiency.

9.2. The Platform Owner does not own, operate, control, endorse, or guarantee any Third-Party Services. Third-Party Services are provided by independent companies and are governed by their own terms of service, privacy policies, and licensing agreements. Your use of any Third-Party Service is at your own risk and subject to the applicable third party's terms.

9.3. The Platform Owner makes no representations or warranties regarding the accuracy, reliability, availability, security, or performance of any Third-Party Service. The Platform Owner shall not be liable for any errors, interruptions, data loss, security breaches, or other issues arising from or related to any Third-Party Service, including but not limited to:

(a) Failures or outages of third-party payment processors, banking systems, or financial institutions.

(b) Errors, omissions, or delays by third-party insurance carriers in processing claims or issuing coverage.

(d) Changes to third-party terms, pricing, availability, or functionality that affect the Platform or your use of it.

(e) Security breaches or unauthorized access occurring within a Third-Party Service's systems.

9.4. If a Third-Party Service becomes unavailable, modifies its terms, or ceases operations, the Platform Owner shall use commercially reasonable efforts to identify alternatives but shall not be liable for any disruption or loss resulting from such events.

9.5. You are solely responsible for reviewing and complying with the terms and conditions of any Third-Party Service you access through or in connection with the Platform. Any disputes regarding Third-Party Services shall be resolved directly between you and the applicable third party.

10. Platform Availability and Modifications

10.1. The Platform Owner shall use commercially reasonable efforts to maintain the availability of the Platform but does not guarantee uninterrupted, error-free, or secure access. The Platform may be subject to scheduled and unscheduled downtime for maintenance, updates, or other reasons.

10.2. The Platform Owner reserves the right to modify, update, enhance, or discontinue any feature or functionality of the Platform at any time without prior notice. The Platform Owner shall not be liable for any loss or inconvenience resulting from such changes.

10.3. Access to the Platform may be suspended immediately in the event of a security breach, suspected unauthorized access, misuse, violation of these Terms, or as otherwise permitted under the applicable Service Agreement (including suspension for non-payment).

11. Disclaimer of Warranties

THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. THE PLATFORM OWNER DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE PLATFORM OWNER DOES NOT WARRANT THE ACCURACY, COMPLETENESS, OR RELIABILITY OF ANY THIRD-PARTY SERVICES ACCESSED THROUGH OR IN CONNECTION WITH THE PLATFORM. YOU USE THE PLATFORM AND ANY ASSOCIATED THIRD-PARTY SERVICES AT YOUR OWN RISK.

12. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE PLATFORM OWNER SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO YOUR USE OF OR INABILITY TO USE THE PLATFORM OR ANY THIRD-PARTY SERVICES, INCLUDING WITHOUT LIMITATION LOSS OF PROFITS, DATA, BUSINESS OPPORTUNITIES, OR GOODWILL, EVEN IF THE PLATFORM OWNER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE PLATFORM OWNER'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR USE OF THE PLATFORM SHALL NOT EXCEED ONE HUNDRED DOLLARS ($100.00).

13. Indemnification

You agree to indemnify, defend, and hold harmless the Platform Owner, its officers, directors, employees, agents, and affiliates from and against any and all claims, demands, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (i) your use of the Platform in violation of these Terms; (ii) your breach of any representation or warranty in these Terms; (iii) any unauthorized access to the Platform through your account; (iv) your violation of any applicable law or regulation in connection with your use of the Platform; or (v) any claims, injuries, or liabilities arising during a period in which your account was delinquent and services or insurance coverages were suspended.

14. Termination

14.1. Your right to access and use the Platform shall terminate automatically upon the termination or expiration of your Service Agreement, unless otherwise agreed in writing.

14.2. The Platform Owner may terminate or suspend your access to the Platform at any time, with or without cause and with or without notice, including but not limited to suspension for non-payment under a Service Agreement.

14.3. Upon termination:

(a) Your right to access and use the Platform shall immediately cease.

(b) You shall immediately destroy or return any materials, data, or information obtained through the Platform.

(c) The following sections shall survive termination: Sections 4 (Prohibited Conduct), 5 (Intellectual Property), 6 (Data Ownership), 7 (Confidentiality), 8 (Payment Obligations), 11 (Disclaimer), 12 (Limitation of Liability), 13 (Indemnification), and 16 (Governing Law).

15. Modifications to Terms

15.1. The Platform Owner reserves the right to modify these Terms at any time. Updated Terms will be posted on the Platform and will include a revised "Last Updated" date. Material changes may also be communicated to you via email or through a notice within the Platform.

15.2. Your continued use of the Platform after the effective date of any modifications constitutes your acceptance of the updated Terms. If you do not agree to the updated Terms, you must immediately cease using the Platform and notify the Platform Owner.

16. Governing Law and Dispute Resolution

16.1. These Terms shall be governed by and construed in accordance with the laws of the State of Arizona, without regard to its conflict of law provisions.

16.2. Any dispute arising out of or relating to these Terms or your use of the Platform shall be subject to the dispute resolution provisions set forth in your Service Agreement. If no Service Agreement is in effect, disputes shall be resolved exclusively in the state or federal courts located in Maricopa County, Arizona.

17. Miscellaneous

17.1. Entire Agreement. These Terms, together with the applicable Service Agreement, constitute the entire agreement between you and the Platform Owner with respect to your use of the Platform.

17.2. Severability. If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

17.3. Waiver. No waiver of any provision of these Terms shall be effective unless made in writing. The Platform Owner's failure to enforce any provision shall not constitute a waiver of such provision.

17.4. Assignment. You may not assign or transfer any rights or obligations under these Terms without the Platform Owner's prior written consent. The Platform Owner may assign these Terms to a successor entity or affiliate without notice.

17.5. Contact. For questions regarding these Terms, please contact VimHR Group at: support@vimhrgroup.com

By accessing or using the VimOne platform, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service. If you are accessing VimOne on behalf of a company, you represent that you have the authority to bind that company to these Terms. If you do not agree, do not access or use the platform.