Terms of Service

1. Acceptance of Terms

Welcome to Merot HR Solutions ("Merot," "we," "us," or "our"). These Terms of Service ("Terms") govern your use of our website located at merot.com and our remote team building, recruitment, payroll, and HR services (collectively, the "Services").

By accessing or using our Services, you agree to be bound by these Terms. If you disagree with any part of these terms, then you may not access or use our Services.

2. Our Services

Merot provides comprehensive remote team solutions including:

• Talent Recruitment: Identifying and vetting qualified professionals from North Macedonia and Kosovo
• Payroll Management: Complete payroll processing, tax compliance, and financial administration
• HR Services: Full-service human resources support including benefits administration
• Office Space Solutions: Physical workspace options for remote teams when needed
• Compliance Support: Legal and regulatory compliance in relevant jurisdictions

2.1 Service Scope

The specific services provided will be detailed in your Service Agreement. These Terms apply to all Services unless specifically modified in writing.

2.2 Service Availability

While we strive to provide uninterrupted service, we do not guarantee that our Services will be available at all times. We may experience hardware, software, or other problems that may require scheduled or unscheduled maintenance.

3. User Accounts

3.1 Account Registration

To access certain features of our Services, you may be required to register for an account. When you register, you agree to:

1. Provide accurate, current, and complete information
2. Maintain and promptly update your account information
3. Maintain the security of your password and account
4. Accept responsibility for all activities that occur under your account
5. Notify us immediately of any unauthorized use of your account

3.2 Account Types

4. Payment Terms

4.1 Fees and Charges

You agree to pay all fees and charges associated with your use of our Services as set forth in your Service Agreement. Our fees may include:

• Recruitment fees
• Monthly service fees
• Payroll processing fees
• Additional service charges as specified

4.2 Payment Methods

We accept payment via wire transfer, ACH, credit card, and other methods as specified. All payments are due according to the terms in your Service Agreement.

4.3 Late Payments

Late payments may incur interest at the rate of 1.5% per month (or the maximum rate permitted by law, whichever is lower) and may result in suspension of Services.

4.4 Taxes

You are responsible for all taxes associated with your use of our Services, excluding taxes based on our net income.

5. Intellectual Property Rights

5.1 Our Intellectual Property

All content, features, and functionality of our Services, including but not limited to text, graphics, logos, icons, images, audio clips, digital downloads, data compilations, and software, are the exclusive property of Merot or its licensors and are protected by international copyright, trademark, patent, trade secret, and other intellectual property laws.

5.2 Your Use of Our Intellectual Property

You are granted a limited, non-exclusive, non-transferable, revocable license to access and use our Services for your business purposes in accordance with these Terms.

5.3 User Content

You retain ownership of any content you submit through our Services. By submitting content, you grant us a worldwide, non-exclusive, royalty-free license to use, reproduce, modify, and display such content for the purpose of providing our Services.

6. Confidentiality

6.1 Confidential Information

Both parties agree to maintain the confidentiality of any proprietary or confidential information disclosed during the course of the business relationship. This includes but is not limited to:

• Business strategies and plans
• Financial information
• Customer lists and data
• Technical information and trade secrets
• Employee information

6.2 Exceptions

Confidentiality obligations do not apply to information that:

1. Is or becomes publicly available through no breach by the receiving party
2. Was rightfully known before receipt from the disclosing party
3. Is rightfully obtained from a third party without breach of confidentiality
4. Is required to be disclosed by law or court order

7. Warranties and Disclaimers

7.1 Our Commitments

We warrant that we will provide our Services in a professional and workmanlike manner consistent with industry standards.

7.2 Disclaimers

EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS, OUR SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. WE SPECIFICALLY DISCLAIM ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

7.3 No Employment Relationship

Remote team members are employed by Merot or its local entities, not by client companies. We are responsible for all employment-related obligations including payroll, taxes, and benefits.

8. Limitation of Liability

8.1 Limitation on Damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL MEROT BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES ARISING OUT OF OR RELATING TO THE USE OF, OR INABILITY TO USE, OUR SERVICES.

8.2 Cap on Liability

IN NO EVENT SHALL OUR TOTAL LIABILITY EXCEED THE GREATER OF ONE HUNDRED DOLLARS ($100) OR THE AMOUNT YOU HAVE PAID US IN THE PAST TWELVE MONTHS.

8.3 Exceptions

Some jurisdictions do not allow the exclusion or limitation of certain damages, so some of the above limitations may not apply to you.

9. Indemnification

You agree to defend, indemnify, and hold harmless Merot, its affiliates, licensors, and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or relating to:

• Your violation of these Terms
• Your use of our Services
• Your violation of any rights of another party
• Your violation of any applicable laws or regulations

10. Termination

10.1 Term

These Terms remain in effect until terminated by either party in accordance with this section.

10.2 Termination by You

You may terminate your account and these Terms by providing written notice in accordance with your Service Agreement.

10.3 Termination by Us

We may terminate or suspend your account and access to our Services immediately, without prior notice or liability, for any reason, including without limitation if you breach these Terms.

10.4 Effect of Termination

Upon termination:

• All rights granted to you under these Terms will immediately cease
• You must cease all use of our Services
• All fees owed to us become immediately due and payable
• Sections relating to intellectual property, confidentiality, limitation of liability, and dispute resolution survive termination

11. Dispute Resolution

11.1 Informal Resolution

We prefer to resolve disputes informally. Before filing a claim, each party agrees to try to resolve the dispute by contacting the other party through the contact information provided.

11.2 Binding Arbitration

If we cannot resolve a dispute informally, all disputes arising out of or relating to these Terms shall be resolved through binding arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association.

11.3 Arbitration Location

Arbitration shall take place in Wilmington, Delaware, or at another mutually agreed location.

11.4 Class Action Waiver

YOU AND MEROT AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.

12. General Provisions

12.1 Governing Law

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

12.2 Entire Agreement

These Terms, together with your Service Agreement and our Privacy Policy, constitute the entire agreement between you and Merot regarding our Services.

12.3 Amendments

We reserve the right to modify these Terms at any time. We will notify you of any material changes by posting the new Terms on our website and updating the effective date.

12.4 Waiver

No waiver of any term of these Terms shall be deemed a further or continuing waiver of such term or any other term.

12.5 Severability

If any provision of these Terms is held to be unenforceable or invalid, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law, and the remaining provisions will continue in full force and effect.

12.6 Assignment

You may not assign or transfer these Terms without our prior written consent. We may assign our rights and obligations without restriction.

12.7 Force Majeure

Neither party shall be liable for any failure or delay in performance under these Terms which is due to fire, flood, earthquake, pandemic, governmental action, war, terrorism, or other unforeseeable cause that is beyond the reasonable control of such party.

13. Contact Information

If you have any questions about these Terms of Service, please contact us: