·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:

11. 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.

22. 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.

33. 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!

·Start using Xero for free

·Access Xero features for 30 days, then decide which plan best suits your business. Try Xero for free See all features

·Terms and conditions

·No purchase or payment necessary to enter or win. A purchase or payment will not affect your chances of winning a prize. You have not yet won. Void where prohibited by law. Subject to all federal, state, and local laws, regulations and ordinances.

11. This giveaway (Giveaway) is conducted by the Xero entity for the region in which you are a resident of (as set out in the list at the bottom of these Terms and Conditions) (Xero, we, our or us), and is open from 8am, 16 July, 2024 GMT, until 7pm, 9 August, 2024 GMT. (Giveaway Period). Xero may, at its sole discretion, extend the Giveaway Period. By entering the Giveaway, an entrant (Entrant, you or your) agrees to be bound by these terms and conditions (the T&Cs) and the additional terms and conditions set out in Schedule 1 for residents of the United States (the Additional Terms, and collectively, with the Terms when applicable, the Terms).

·Eligibility

22. To be eligible to enter the Giveaway, an Entrant must (a) at the start of the Giveaway Period, be the age of majority in your Region; (b) be confirmed by Xero to be an existing subscriber to Xero's services preceding the Giveaway Period; and (c) for the duration of the Giveaway Period, be a resident of one of the following regions (Regions):

• 1Australia
• 2United Kingdom
• 3United States (excluding Puerto Rico and the U.S. Virgin Islands and other U.S. territories and possessions)
• 4New Zealand

·(an Eligible Entrant).

33. Eligibility for the Giveaway is subject to all applicable federal, state and local laws, rules and regulations (Laws). You are responsible for confirming if your participation in the Giveaway or acceptance of the Prize violates any Laws or contract between you and any third party. Employees of Xero, or any affiliates thereof, and members of their immediate families are not eligible to enter the Giveaway.

·How to Enter

44. To enter the Giveaway, an Eligible Entrant must, during the Giveaway Period, complete the Payments Power Users survey which can be found in an email invitation from Xero, and elect to be entered into the survey by providing your details at the completion of the survey (Entry Criteria). Following which, you will be deemed to have registered as a participant in this Giveaway and accepted these Terms.

55. There will be a limit of one (1) entry per Entrant. No purchase is required to enter the Giveaway. Submissions for entry into the Giveaway received other than during the Giveaway Period, duplicate submissions, or submissions that are incomplete, illegible, or that do not conform to, or satisfy, any condition of the Terms and any submissions received by automated means or means that subvert the entry process described in the Terms will be void. Xero will determine in its sole discretion, what constitutes a valid entry. Proof of submission will not be deemed to be proof of receipt of entry by Xero. Xero has no obligation to notify you if your submission is void. No communication or correspondence will be exchanged with any Entrant except with those selected as a potential Giveaway Winner.

66. If you opt to access the Giveaway via your wireless mobile device, data rates may apply for each message sent or received according to the terms and conditions of your service agreement with your wireless carrier.

·Prize and Timing

77. The prize is a gift card issued by www.tremendous.com worth (Prize). Depending on the Winner's Region, the value of the Prize will be:

• 1United States: $250 USD
• 2Australia: $375 AUD
• 3United Kingdom: £200 GBP
• 4New Zealand: $400 NZD

·There is one (1) Prize available to be won in each Region. The Prize will be awarded in a manner of Xero's choosing, in its own discretion. The Prize cannot be replaced if lost or stolen and is not transferable, for sale, re-sale or auction. Xero gives no warranties, representations or advice in respect of the Prize and it is provided on an "as is" basis. No prize substitutions, except by Xero, who reserves the right to substitute the Prize with another prize of comparable or greater value if the Prize is not available for any reason as determined by Xero in its sole discretion. The odds of winning a Prize depends on the number of entries that meet the Entry Criteria.

88. For each Region, Xero will select one (1) Eligible Entrant at random from the entries that have met the Entry Criteria in that Region (Winner). There will be a total of four (4) Winners (one from each Region). The Winner will be notified by Xero and will be advised as to how the Prize will be made available to them. In order receive their Prize, the Winner will be required to (a) within seven (7) days of email notification by Xero, reply to Xero via email, confirming the Winner's e-mail address, full mailing address and phone number; and (b) where applicable, sign and return a Release Form (or similar document) to be provided by Xero, which, among other things: releases the Released Parties (as defined in Section 13) from any and all liability in connection with this Giveaway, the Winner's participation therein and the acceptance, use or misuse of the Prize and confirms the Winner's consent to the publication, reproduction and/or other use of their firm name in any publicity or advertising carried out by Xero in connection with the Giveaway (together the Prize Claim Steps). The Winner must also complete any and all additional documents (e.g., legal or tax-related documents) provided by Xero (if any) in connection with the awarding of the Prize and return them as instructed within the time frame specified or Winner may forfeit Prizes at Xero's sole discretion. Once eligibility has been verified and Xero receives the Winner's requested information, Xero will arrange to award the Prize. If the potential Winner is unable to participate in or accept the Prize or any portion of the Prize for any reason, Xero will have no further obligation to the potential Winner. Prize or Prize Claim Steps returned as undeliverable will result in forfeiture of the Prize. In addition, Xero reserves the right to, in its sole discretion, select an alternate Winner in the event that any potential winner fails to comply with the Terms.

99. Winner is responsible for any and all applicable federal, state, territorial, local or foreign taxes (and the reporting thereof), if any, and for all other unspecified expenses, fees, charges, or duties associated with acceptance or use of the Prize. It is the individual Winner's responsibility to understand and abide by any federal, state, territorial, local or foreign tax laws that may apply to receipt of the Prize.

1010. Xero's decisions on all matters relating to this Giveaway (including but not limited to registration of Participants and determination of the Winner, the awarding of the Prize and the operation of the Giveaway) will be final and no correspondence will be entered into regarding any of the foregoing.

1111. By entering the Giveaway you agree to the Terms set forth herein, Xero's Privacy Notice and to comply with all applicable Laws. You agree that the responses you provide as part of the Giveaway will be collected and used by Xero in accordance with Xero's Terms of Use and Xero's Privacy Notice. By registering as a participant in the Giveaway, you consent to the collection, use and disclosure of your personal information for the purposes of administering the Giveaway. You further agree that Xero may use any responses or other feedback you provide for any purpose, without any restriction, and you hereby consent to such use, and you understand that no payment or other compensation will be paid to you or your firm in connection with such use. Xero may publish or make available details of the Giveaway, including the name and region of the Winner. You can object to your details being published or made available, or reduce the amount of information published or made available, by emailing privacy@xero.com - note Xero may still be required to provide your details if required by law.

1212. Neither Xero nor its subsidiaries or affiliates, nor any of their respective Representatives (defined below) are responsible for (a) theft, alteration, destruction or unauthorized access to entries; (b) problems downloading or uploading any Giveaway-related information or data to or from any website or platform; (c) any other technical failures or malfunctions of, or experienced by, any electronic equipment, computer systems, servers, or service or other providers, phone lines, the public internet; or (d) failure of any electronic mail entry to be received by Xero on account of technical problems which may limit your ability to participate in this Giveaway.

1313. To the extent permitted by law, Xero and its affiliates and each of their respective directors, officers, employees, representatives, and agents (together, the Representatives, and together with Xero and its affiliates, the Released Parties) shall not be liable in any way (including, without limitation, in negligence), for any loss or damage whatsoever suffered (including, without limitation, direct, indirect or consequential loss, or the right to have damages multiplied or increased) or for any loss or damage or personal injury suffered or sustained in connection with the Giveaway, or acceptance, possession, or use or misuse of the Prize, and you hereby release the Released Parties from any claims or damages arising out of or related to your participation and/or entry in the Giveaway and/or your receipt, acceptance, possession or use or misuse of the Prize awarded in this Giveaway. For the avoidance of doubt, and without prejudice to the generality of the foregoing, you release the Released Parties from any loss, damages or cause of action in relation to (a) any technical errors associated with the Giveaway; (b) unauthorized human intervention in the Giveaway; and (c) any other errors or problems in connection with the Giveaway, including, without limitation, errors that may occur in the administration of the Giveaway.

1414. In the event that Xero receives an insufficient number of entries that meet the Entry Criteria and/or Xero is prevented from awarding a Prize or continuing with the Giveaway as contemplated herein by any event beyond its control, including without limitation, fire, flood, natural or man-made epidemic of health of other means, satellite, technical or equipment failure, then Xero shall have the right to modify, suspend, or terminate the Giveaway. If the Giveaway is terminated before the designated end date, Xero will (if possible) award the Prizes from among the entries that meet the Entry Criteria or the US Entry Criteria, as applicable, received as of the date of the event giving rise to the termination.

1515. Xero reserves the right, in its sole discretion, to cancel, modify or suspend the Giveaway if any fraud or any other factor impairs the integrity or proper functioning of the Giveaway, for any other reason whatsoever without liability. In the event of termination of the Giveaway, Xero may award the Prize from among the eligible entries received up to the time of the suspension or termination, whichever date occurred first.

1616. If there's any part or provision of these Terms that is declared illegal or unenforceable by a court of competent jurisdiction, then the remainder of these Terms shall remain in full force and effect.

1717. This Giveaway is in no way sponsored, endorsed or administered by any social media platforms on which the Giveaway may have been promoted and/or publicized and/or used to announce the Winner. Any questions or comments regarding a Giveaway must be directed to Xero and not to any social media platforms.

1818. You acknowledge that a copy of these Terms has been provided to you. If you have any questions regarding the Giveaway, or if you would like confirmation of the Giveaway Winner once they are named, please contact Xero at: researchoperations@xero.com.

1919. The following list sets out, for the Region you reside in, the applicable Xero entity and the laws that govern the Terms and the Giveaway. By participating, you irrevocably consent and submit to the jurisdiction of such courts. Country: Australia

·Xero entity and registered office: Xero Australia Pty Limited 1/6 Elizabeth Street Hawthorn Melbourne VIC 3122 Governing Law: Victoria, Australia Country: United Kingdom

·Xero entity and registered office: Xero (UK) Limited Bank House 171 Midsummer Boulevard Milton Keynes, MK9 1EB Governing Law: England Country: United States

·Xero entity and registered office:

·Xero, Inc. 1615 Platte Street Suite 400 Denver, CO 80202 Governing Law: State of Colorado, USA Country: New Zealand

·Xero entity and registered office: Xero (NZ) Limited 19-23 Taranaki Street Wellington Central, Wellington 6011 New Zealand Governing Law: New Zealand

Schedule 1Schedule 1 - US Additional Terms

11. The following additional terms and conditions (US Schedule) apply to Giveaway Entrants located in the United States of America. If there is a conflict between this US Schedule and the T&Cs, this US Schedule will control. Capitalized, but undefined terms in this US Schedule have the meanings given to them in the T&Cs.

22. The Giveaway is open from 12am, 16 July, 2024 PDT, until 11am, 9 August, 2024 PST (the Giveaway Period). Xero may, at its sole discretion, extend the Giveaway Period.

33. There are two methods of entry, both of which are online. An Eligible Entrant must complete one of the following steps during the Giveaway Period:

• 1Enter via survey. To enter, you must during the Giveaway Period, complete the Payments without invoices Survey which can be found in an email invitation from Xero, and elect to be entered into the survey by providing your details at the completion of the survey.
• 2Enter via email. To enter, you must email researchoperations@xero.com stating that you wish to be entered into the Drawing (the effective time and date for an email entry in order to be eligible is the date and time of receipt of the email by Xero).

·(the US Entry Criteria) after which you will be deemed to have registered as a participant in this Giveaway and accepted these Terms.

44. You agree that unless you are prohibited from law in doing so, you promise you will bring any and all disputes, claims and causes of action against the Released Parties, without resort to any form of class action. Each Entrant agrees to fully indemnify Released Parties from any and all claims by third parties relating to the Giveaway, without limitation.