Participant Information Sheet & Beta Participant Agreement

Participant information sheet

Before agreeing to participate in the new Xero US Payroll beta program, it’s important to review and understand the following constraints and ways of working:

1. Product constraints:

a) We will provide access to software that is still being actively developed. Some features might function or appear differently throughout the beta program.

b) You must switch from your current method of running payroll (outside of Xero) to running it inside of Xero. You will not be able to run both your current payroll method and Xero US payroll, you must select one.

i) For this initial beta period, we are only able to invite customers that are not past or current users of Gusto payroll.

2. Feedback mechanism:

a) We will ask you to rate your satisfaction with the beta software over the course of the beta period via online surveys.

b) We may invite you to participate in short online interviews, scheduled at your convenience.

3. Participation

a) To participate in the beta, you must be the subscriber of your Xero organization (the user who set up the Xero organisation, or had the subscriber role transferred to them).

b) Your practice must be located in the United States.

c) Please note: the expected time you will need to onboard to Xero US payroll (for up to nine employees) is about two hours.

Beta Participant Agreement

Introduction

Thank you for your interest in participating in our research study project or workshop (Project). In order for you to participate in the Project, we (Xero, Inc.) need you to read and accept the terms in this Agreement. We’ve tried not to use too much jargon, so it’s clear what we expect from you and what you can expect from us.

When we say “Participant”, “I”, “you” or “your”, we mean both you and any entity or firm you’re authorised to represent. When we say 'we', 'us', or 'our', we mean Xero, Inc. and its affiliates, and the third-party service providers, including Gusto, Inc., that power the US Payroll beta software.

Xero’s Terms of Use and Privacy Policy also apply to the Project, except to the extent of any inconsistency with this Agreement, in which case the terms in this Agreement will take precedence with respect to the Project.

Things to note

If you decide to participate in the Project, you should also be aware of the following changes to your current workflows or use of Xero:

• Switching your payroll method will change the way your expenses and liabilities related to payroll are captured in your Xero chart of accounts. This means you will be required to do some data entry to enter in the year to date balances when you join Xero US Payroll and again if you leave.

Software

We may provide you with access to unfinished “in development” software to access or use in connection with the Project (Software). The Software may not operate correctly and we might make significant changes before we release it commercially, or we might withdraw it. You understand that using a beta product for live payroll carries significant risks, including but not limited to, errors in tax calculations, payments, and filings, which could result in financial loss, tax penalties, or other damages. You voluntarily assume these risks and agree to release and hold harmless both Xero and Gusto, Inc. from any and all claims, liabilities, or losses arising from such errors.

We do not warrant that the Software will meet any particular requirements or be fit for any particular purpose, and we may remove your access to the Software at any time. You accept all of the risks associated with using the Software and indemnify us against any liability or loss we incur arising in connection with your use.

By participating in the Project, you agree to:

• use any Software only in the way we requested you to, and not for any other purpose or use;
• comply with any additional technical requirements we may request for the Software to operate fully; and
• be responsible for the accuracy, quality and legality of any data that you transmit via the Software.

You specifically acknowledge that you are required to switch your entire payroll function to this beta product to participate in this Project.

As a beta participant, we will be providing you with free access to the Software for nine (9) months from the date that you add the Software to your Xero subscription . You will not have to pay us anything for participating in the Project. However, after nine (9) months you will need to pay for use of the Software. Cancel before your billing cycle end date in the last month of your free period to avoid being charged for the next month.

Feedback

We grant you a non-exclusive, non-transferable, non-sublicensable, and revocable licence to use and test the Software or any other material we may provide you under the Project for a period of nine (9) months so that you can provide us with your feedback, including the details of any problems you experience, along with ideas you may have for enhancements, and any other information you think may be relevant (Feedback). You must ensure that the Feedback does not contain any confidential or proprietary information belonging to any other person.

We will own all rights in and to the Feedback, but we’ll only ever use it to improve our services. If we collect your Feedback as part of an interview, your interview (including your screen) will be recorded. We own all rights in and to this recording, but we’ll only ever use it to help us collect your Feedback. We’ll also delete this recording within 6 months from the date of your interview.

If you provide us with Feedback that we’d like to use for another purpose, for example as a testimonial to advertise our services, we’ll always reach out to you first to confirm you’re okay with that.

Confidentiality

During the course of the Project, you may be given access to our confidential information about Xero or Gusto, which includes the details of the Project and any Software and any details or information about our products or services that are not yet commercially available, along with any other information that is obviously confidential. Your Feedback is also our confidential information.

You must only use our confidential information in relation to the Project, and otherwise keep it secret and take all reasonable steps to protect it from unauthorised disclosure on an ongoing basis. You can share our confidential information with your directors, officers or agents only if they have a reasonable need to know that information for the purposes of the Project, in which case you will be responsible for ensuring that they comply with the terms of this Agreement.

Other Important Stuff

We may choose to subcontract any of our rights or obligations under this Agreement (including the performance of any part of the Project) to a third party.

You are not entitled to any payment or reimbursement of any kind from Xero under any circumstances, for your participation in the Project or in relation to the Feedback.

To participate in the Project or gain access to our confidential information, you must be at least 18 years of age, and you must not be a director, officer, employee or a 5% or more shareholder of any business that competes with the Xero business.

Neither you nor we will be liable for any indirect or consequential loss in connection with the Project. Other than liability that we can’t exclude by law, our liability in connection with the Project is limited to USD$100.00.

The confidentiality obligations and any other terms in this Agreement that are intended to survive the conclusion of this Project (or your withdrawal from the Project) will continue to apply beyond the Project’s conclusion and/or your participation in the Project.

We may choose to end the Project or your participation in the Project at any time.

This Agreement is governed by the laws of New York, United States and each party submits to the exclusive jurisdiction of the New York courts.

Your agreement and consent:

• I understand and agree that Xero will handle my personal data in accordance with Xero’s Privacy Notice.
• I understand and agree to Gusto’s Terms of Service.
• I understand that I am free to withdraw from the study and/or request any recording is deleted at any time.
• I understand that even if I withdraw from the Project, some elements of the Software experience may not be able to be reset to the same experience I had before the Project.

You’ve made it to the end. Thanks for reading and agreeing to our terms!