Incivia Terms of Service

DRAFT — not legal advice, not yet reviewed by counsel. This is an AI-assisted first draft grounded in Incivia's actual product behavior (see docs/product/incivia_prd.md), written to give a lawyer a real starting point instead of a blank page. Every bracketed [ ] item is a fact only the business can supply. Do not publish until a qualified attorney has reviewed it for your actual entity, jurisdiction, and insurance posture.

Effective Date: [DATE] · Version: Draft 1

1. Agreement to Terms

These Terms of Service ("Terms") are a binding agreement between [LEGAL ENTITY NAME], doing business as Incivia ("Incivia," "we," "us," or "our"), and the business or individual that creates an Incivia account ("Employer," "you," or "your"). By creating an account, clicking "I agree," or using the Service, you accept these Terms on behalf of yourself and, if applicable, the organization you represent.

If you do not agree to these Terms, do not use the Service.

Section 7 of these Terms also governs the conduct of individuals your organization invites to complete onboarding through Incivia ("Hires"). A Hire's use of the hire portal is likewise conditioned on acceptance of the applicable parts of these Terms, presented to them at the relevant step.

2. The Service

Incivia is a web-based new-hire onboarding platform. Through your account, you can:

Build reusable onboarding templates (offer letters, personal-information intake, tax withholding, direct deposit setup, document requests, e-signature steps, and read-and-acknowledge steps);
Invite a new hire to a no-login, token-based onboarding portal built from a template;
Collect, store, and route the information a Hire submits through that portal, including federal and state tax withholding elections, direct deposit bank details, and signed documents;
Track onboarding progress, employer-side tasks, and reminders on your dashboard;
Store and retrieve documents generated or collected during onboarding in a per-organization document vault.

What the Service is not. Incivia is not a payroll provider, a professional employer organization, a law firm, or an accounting firm. Incivia does not file taxes, remit withholding, run payroll, or provide legal or tax advice. Incivia does not collect, store, or transmit Form I-9 or any U.S. employment-eligibility verification document, in any format, at any point in the Service. I-9 compliance is your sole responsibility as the employer, and the Service only ever surfaces an informational reminder about it — never a document upload.

3. Eligibility and Accounts

You must be at least 18 years old and have the authority to bind the business on whose behalf you register. You are responsible for the accuracy of the information in your account and for maintaining the confidentiality of your login credentials. You must notify us promptly of any unauthorized use of your account.

Agency accounts. If you register on an Agency plan to manage onboarding on behalf of multiple client businesses, you represent that you have each client's authorization to collect and process their new hires' personal information through the Service, and you remain responsible under these Terms for every workspace under your account.

4. Subscription Plans, Fees, and Billing

4.1 Plans. The Service is offered on Free, Starter, Growth, and Agency plans, each with its own limits on active templates, concurrent onboardings, document storage, and branding, as described at [incivia.com/pricing]. We may introduce, modify, or retire plans; material changes to a plan you are subscribed to will be communicated in advance.

4.2 Billing. Paid plans are billed in advance on a recurring monthly basis through our payment processor, Stripe. By subscribing, you authorize us to charge your payment method on file for all fees due. All fees are exclusive of applicable taxes, which you are responsible for.

4.3 Failed payment. If a payment fails, we will attempt to collect it automatically and send you notice at intervals over a 14-day grace period. During this period the Service remains fully functional, with a visible notice on your dashboard. A Hire's onboarding portal is never suspended, degraded, or otherwise affected by your organization's billing status, at any point — a Hire mid-onboarding will not be blocked or interrupted by a failed charge. If payment is not resolved within the grace period, your dashboard becomes read-only (no new invites, no edits to existing records) until payment succeeds; no data is deleted for nonpayment alone.

4.4 Cancellation and downgrade. You may cancel or downgrade your plan at any time from your dashboard. Downgrading enforces the new plan's limits going forward: templates in excess of the new limit are archived (not deleted) and can be restored on upgrade; onboardings in progress in excess of the new plan's concurrency limit are paused, not cancelled, until brought back under the limit. Cancelling a paid plan takes effect at the end of the current billing period; we do not provide partial-period refunds except where required by law.

4.5 Changes to fees. We may change our fees on a going-forward basis with at least 30 days' notice to the email on file for your account.

5. Employer Responsibilities

As the Employer, you are solely responsible for:

Accuracy. The truth and accuracy of every field you enter about a Hire — name, role, start date, work state, salary, and any other detail used to populate templates, calculate withholding defaults, or generate documents.
Legal compliance. Complying with all applicable federal, state, and local employment, tax-withholding, wage-notice, and data-privacy laws in every jurisdiction where you employ someone through the Service — including laws requiring specific notices, forms, or consents beyond what Incivia's templates provide by default.
I-9 and eligibility verification. Completing Form I-9 and any other employment-eligibility verification entirely outside the Service. Incivia's I-9 step is an informational reminder only; it is not a substitute for your legal obligations.
Consent to electronic transactions. Obtaining and maintaining whatever consent is legally required from each Hire to conduct onboarding, receive notices, and sign documents electronically, in the jurisdiction where that Hire works.
Document content. The accuracy and legal sufficiency of the offer letters, agreements, and policies you author or upload into your templates. Incivia provides the platform to author, resolve merge fields in, and route these documents; it does not review, draft, or vouch for their content.
State withholding accuracy. State tax-withholding form links and no-income-tax-state designations provided in the Service are maintained on a best-effort basis and may not reflect the current form or requirement for every state at every time. You are responsible for confirming the correct form and process for each Hire's declared work state.

6. Acceptable Use

You will not, and will not permit any user of your account to:

Use the Service to collect, store, or transmit a Form I-9, passport, visa, or other immigration or employment-eligibility document — the Service is not designed or permitted to be used this way, regardless of the block type used to attempt it;
Use the Service for any unlawful purpose, or to violate any Hire's legal rights;
Attempt to access another organization's data, probe or bypass access controls, or interfere with the Service's normal operation;
Reverse-engineer, decompile, or attempt to extract the source code of the Service, except to the extent applicable law expressly permits;
Use the Service to send unsolicited communications, or upload malicious code;
Resell or provide the Service to third parties outside the scope of an Agency plan's intended use.

We may suspend or terminate accounts that violate this section, with or without notice, depending on severity.

7. Electronic Signatures and Hire-Facing Terms

7.1 How signing works. Documents requiring a signature (offer letters, NDAs, handbook acknowledgments, and similar) are signed inside the hire portal by the Hire typing their full legal name and checking an explicit consent checkbox. The Service is not a third-party e-signature platform; it is Incivia's own implementation, designed to satisfy the U.S. federal ESIGN Act's requirements — intent to sign, consent to transact electronically, association of the signature with the record, and retained record-keeping — through this typed-name-and-consent flow together with a stored audit record (timestamp, IP address, browser user-agent, and the associated one-time-code verification event described below).

7.2 Phone verification and attribution. Before a Hire's first signature or consent action in a given portal visit, the Service sends a one-time verification code to the phone number the Employer provided for that Hire. Successful entry of that code constitutes the Hire's acknowledgment that they, and no one else, are completing the action that follows. Actions taken in the portal after a one-time code is successfully entered are attributed to the Hire who was sent that code. A Hire is responsible for keeping their device and any code sent to it secure; Incivia is not responsible for, and disclaims liability for, actions taken by a third party who gains unauthorized access to a Hire's phone or one-time code.

7.3 Direct deposit. Bank account and routing information is verified by a one-time code sent to the Hire's email on every submission and every resubmission, and the Employer is notified by email whenever direct deposit details are added or changed on a Hire's record. The Hire is responsible for the accuracy of the bank details they submit.

7.4 Hire acknowledgment. By proceeding past the introductory screen of an onboarding portal, entering information, or signing a document, a Hire acknowledges: (a) they are completing this process at their employer's direction and for their employer's business purposes; (b) the sections of these Terms addressed to Hires (this Section 7, and Sections 9–11 as they concern a Hire's own information); and (c) Incivia's Privacy Policy, which explains how their information is collected and used.

8. Intellectual Property

8.1 Our property. Incivia and its licensors own all right, title, and interest in the Service itself — its software, design, trademarks, and underlying technology. These Terms grant you a limited, non-exclusive, non-transferable license to use the Service for your internal business purposes during your subscription; nothing here transfers ownership of the Service to you.

8.2 Your content. You (and, where applicable, your Hires) retain ownership of the content you submit through the Service — company information, template text, hire records, uploaded documents, and signed documents ("Customer Data"). You grant Incivia a limited license to host, process, transmit, and display Customer Data solely to provide and support the Service to you, as further described in our Privacy Policy.

9. Data Processing and Roles

For personal information about your Hires that you submit or direct the Service to collect, you are the data controller and Incivia acts as your service provider / processor, handling that information only as necessary to provide the Service and on your instructions, as described in our Privacy Policy. You represent that you have the legal right to direct Incivia to collect and process that information on your behalf.

10. Third-Party Services

The Service relies on third-party infrastructure providers to operate, including a database and file-storage provider, a transactional email provider, and a payment processor (Stripe, for billing). Our Privacy Policy lists these providers and their role. Your use of the Service is also subject to Stripe's own terms for any payment you submit through it.

11. Confidentiality

Each party may have access to the other's non-public business information. Each party agrees to use the other's confidential information only to perform its obligations under these Terms, and to protect it with the same degree of care it uses for its own confidential information, and no less than reasonable care.

12. Disclaimers

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. We do not warrant that the Service will be uninterrupted or error-free, that defects will be corrected, or that the Service, or the templates, state-withholding information, or generated documents it provides, satisfy any particular employer's legal obligations. Incivia does not provide legal, tax, or accounting advice, and nothing in the Service should be relied upon as such.

13. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, INCIVIA'S TOTAL LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE WILL NOT EXCEED THE AMOUNT YOU PAID TO INCIVIA IN THE 12 MONTHS PRECEDING THE CLAIM. IN NO EVENT WILL INCIVIA BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST DATA, OR BUSINESS INTERRUPTION, even if advised of the possibility. Some jurisdictions do not allow these limitations, so some of the above may not apply to you.

[Placeholder — confirm with counsel: whether any carve-outs are needed here (e.g., for gross negligence, willful misconduct, confidentiality breaches, or a Hire's SSN/bank data specifically), and whether Incivia's insurance coverage supports the cap as drafted.]

14. Indemnification

You will defend, indemnify, and hold Incivia harmless from any claim, loss, or expense (including reasonable attorneys' fees) arising from: (a) your breach of these Terms; (b) your violation of applicable law, including employment or tax law; (c) the accuracy of information you submit about a Hire; or (d) a dispute between you and a Hire arising from your use of the Service.

15. Term and Termination

These Terms remain in effect while you maintain an account. Either party may terminate for the other's material, uncured breach on 30 days' written notice. We may suspend or terminate your account immediately for conduct that violates Section 6 or creates legal or security risk.

On termination, your right to use the Service ends. You may request export of your Customer Data for [30] days following termination, after which it may be deleted, except that Employer-initiated deletion of a specific Hire's data (available at any time from your dashboard) is immediate and irreversible.

16. Governing Law and Disputes

[Placeholder: These Terms are governed by the laws of [STATE], without regard to conflict-of-law principles. Disputes will be resolved in the state or federal courts located in [COUNTY, STATE], and each party consents to that jurisdiction. — Confirm governing-law state, venue, and whether arbitration/class-action-waiver language is desired before publishing.]

17. Changes to These Terms

We may update these Terms from time to time. We will notify you of material changes by email or an in-product notice at least [14] days before they take effect. Continued use of the Service after that date constitutes acceptance of the updated Terms.

18. General

Assignment. You may not assign these Terms without our written consent; we may assign these Terms in connection with a merger, acquisition, or sale of assets.

Severability. If any provision of these Terms is found unenforceable, the remaining provisions remain in effect.

Entire agreement. These Terms, together with our Privacy Policy and any order form, constitute the entire agreement between you and Incivia regarding the Service.

Force majeure. Neither party is liable for delay caused by events outside its reasonable control.

19. Contact

Questions about these Terms: [LEGAL@INCIVIA.COM] · [MAILING ADDRESS]