Terms of Service

Product

PayrollFerry (the "Software")

Licensor

OBB Holdings LLC, a [ATTORNEY: governing-law state] limited liability company, doing business as "HalyardCo" ("Licensor")

Effective upon

First installation or use of the Software by the Licensee.

1. Definitions

For purposes of this End User License Agreement (this "Agreement"):

• "Licensor" means OBB Holdings LLC, a [ATTORNEY: governing-law state] limited liability company, doing business as "HalyardCo," the licensor of the Software and the entity that grants the license, disclaims warranties, and limits its liability under this Agreement. "HalyardCo" is a trade name (DBA) of OBB Holdings LLC and any reference to "HalyardCo" in this Agreement refers to OBB Holdings LLC acting under that trade name.
• "Software" means the desktop payroll-report conversion application identified as PayrollFerry, including any updates, patches, documentation, and license-key files provided by Licensor. The Software reads payroll reports (including, without limitation, exports from Paychex, ADP Run, QuickBooks, and isolved-style formats) and produces an isolved-format time-import file. The Software runs locally on the Licensee's machine.
• "Output" means any file, data, conversion result, or other material produced by the Software, including without limitation the isolved-format time-import files it generates.
• "Licensee" (also "you" or "your") means the individual or entity that has been issued a license key by Licensor and that installs, accesses, or uses the Software.
• "License Key" means the signed, expiring credential issued by Licensor that authorizes a single Licensee to use the Software for the License Term.

2. License Grant

2.1. Subject to the Licensee's continuous compliance with this Agreement, Licensor (OBB Holdings LLC) grants the Licensee a personal, limited, non-exclusive, non-transferable, non-sublicensable license to install and use the Software on machines controlled by the Licensee, solely for the Licensee's internal business purposes, for the duration of the License Term.

2.2. License Key and expiration. The license is tied to a signed License Key that carries an expiration date. The Software may cease to function, in whole or in part, upon expiration of the License Key. The Licensee is responsible for renewing the License Key to maintain continued use.

2.3. Restrictions. The Licensee shall NOT, and shall not permit any third party to:

• (a) resell, rent, lease, lend, sublicense, assign, distribute, or otherwise transfer the Software or the License Key to any third party;
• (b) reverse-engineer, decompile, disassemble, or otherwise attempt to derive the source code, structure, or underlying ideas of the Software, except to the extent this restriction is expressly prohibited by applicable law;
• (c) modify, adapt, translate, or create derivative works of the Software;
• (d) remove, alter, or obscure any proprietary notices, labels, or License Key controls in the Software; or
• (e) circumvent, disable, or tamper with the License Key, its expiration, or any licensing or security mechanism.

2.4. Reservation of rights. The Software is licensed, not sold. Licensor (OBB Holdings LLC) retains all right, title, and interest in and to the Software and all intellectual property rights therein. No rights are granted except as expressly set forth in this Agreement.

3. The Software Is a Data-Conversion Utility Only - It Is Not a CPA and Provides No Professional Advice

THIS SECTION IS FUNDAMENTAL. READ IT CAREFULLY.

3.1. The Software is strictly a data-format conversion utility. It mechanically reads payroll-report files and reformats their contents into an isolved-format time-import file. That is all it does.

3.2. The Software is NOT an accountant, NOT a Certified Public Accountant (CPA), NOT a tax advisor, NOT a payroll professional, and NOT a provider of any professional, financial, tax, accounting, payroll, or legal advice or service. The Software does not exercise professional judgment, does not validate the correctness of the underlying payroll data, and does not guarantee that its Output is accurate, complete, compliant, or fit for any filing, payment, or reporting purpose.

3.3. The Output is unverified machine conversion only. The Output may contain errors, omissions, mis-mappings, or inaccuracies arising from (without limitation) source-file formatting, ambiguous or incorrect source data, unsupported edge cases, or software defects.

3.4. MANDATORY INDEPENDENT VERIFICATION. Before any use, filing, submission, payment, disbursement, or other reliance, EVERY Output MUST be independently reviewed and verified by a qualified professional (such as a CPA or a qualified payroll specialist) competent to confirm its accuracy and appropriateness. The Licensee must not rely on the Output without such independent review.

3.5. Sole responsibility of the Licensee. The Licensee is solely and exclusively responsible for reviewing, verifying, and confirming the accuracy, completeness, and appropriateness of all Output before any use. The Licensee assumes all risk arising from any failure to do so. This independent-verification obligation is the Licensee's primary safeguard and is a material condition of the license granted herein. Any use of or reliance on Output without such independent verification is at the Licensee's sole risk and constitutes the Licensee's own independent intervening act, and the Licensee waives any claim against Licensor arising from such unverified reliance.

4. Version Check - What Leaves Your Machine, and What Never Does

PLEASE READ THIS SECTION CAREFULLY. IT DESCRIBES EXACTLY WHAT INFORMATION LEAVES YOUR MACHINE.

4.1. The only information transmitted is the Software's version. The Software transmits to Licensor a single item, associated with the Licensee's License ID: the version number of the Software the Licensee is running. That is all that leaves the machine. The Software does not send usage counts, file names, format identifiers, or any measure of what the Licensee converts.

4.2. Purpose. The version number is used solely so that Licensor can tell which version a Licensee is running and provide accurate support and updates. Licensor is a support provider, not a monitoring or analytics service. For further detail on Licensor's information practices, see the Privacy Notice at [URL]. [ATTORNEY: confirm whether a standalone privacy notice is required.]

4.3. WHAT IS NEVER COLLECTED OR TRANSMITTED. Licensor does NOT collect, transmit, receive, store, or have any access to any of the following, and none of it ever leaves the Licensee's device:

• Payroll data of any kind;
• Employee personal information, including names, Social Security Numbers (SSNs), wages, compensation, hours, bank or account details, or any other personally identifiable information;
• File contents of any source report or any Output;
• The number of files or records processed, or which report formats were used; or
• any other substantive data from the files the Software processes.

Only the Software's version number and the associated License ID leave the machine. ALL payroll data and file contents remain local on the Licensee's device at all times.

4.4. Consent. By installing or using the Software, the Licensee consents to the transmission of the Software version number described in this Section 4.

5. Warranty Disclaimer

5.1. THE SOFTWARE AND ALL OUTPUT ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LICENSOR (OBB HOLDINGS LLC) EXPRESSLY DISCLAIMS ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, COMPLETENESS, TITLE, AND NON-INFRINGEMENT.

5.2. LICENSOR DOES NOT WARRANT THAT THE SOFTWARE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, OR THAT THE OUTPUT WILL BE ACCURATE, COMPLETE, RELIABLE, OR SUITABLE FOR ANY PARTICULAR PURPOSE, FILING, OR PAYMENT.

5.3. No advice or information, whether oral or written, obtained from Licensor or through the Software, creates any warranty not expressly stated in this Agreement.

5.4. Some jurisdictions do not allow the exclusion of certain warranties, so some of the above exclusions may not apply to a given Licensee.

5.5. Nothing in Sections 5 or 6 limits liability for fraud, willful misconduct, or gross negligence, or any liability that cannot be excluded under applicable law. [ATTORNEY: confirm whether to include this carve-out.]

6. Limitation of Liability

6.1. No liability for Output errors. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LICENSOR (OBB HOLDINGS LLC) SHALL NOT BE LIABLE FOR ANY ERRORS, OMISSIONS, MIS-MAPPINGS, OR INACCURACIES IN THE OUTPUT, OR FOR ANY LOSS OR DAMAGE ARISING FROM THE LICENSEE'S USE OF, OR RELIANCE ON, THE OUTPUT. The Licensee's independent-verification obligation under Section 3 is the Licensee's safeguard against such errors.

6.2. Exclusion of damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL LICENSOR (OBB HOLDINGS LLC) BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, BUSINESS INTERRUPTION, OR REGULATORY OR TAX PENALTIES, ARISING OUT OF OR RELATED TO THE SOFTWARE, THE OUTPUT, OR THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, AND EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

6.3. Liability cap. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL AGGREGATE LIABILITY OF LICENSOR (OBB HOLDINGS LLC) ARISING OUT OF OR RELATED TO THE SOFTWARE OR THIS AGREEMENT SHALL NOT EXCEED THE LESSER OF (a) THE TOTAL LICENSE FEES ACTUALLY PAID BY THE LICENSEE TO LICENSOR FOR THE SOFTWARE DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (b) FIFTY U.S. DOLLARS (US $50.00). [ATTORNEY: confirm the $50 figure - a near-zero cap paired with full damages exclusion can be found unconscionable in some states.]

6.4. Allocation of risk. The Licensee acknowledges that the disclaimers and limitations in Sections 5 and 6 reflect a reasonable allocation of risk and are an essential basis of the bargain, and that Licensor would not provide the Software on the pricing or terms offered without them.

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

7. Term and Termination

7.1. Term. This Agreement is effective upon the Licensee's first installation or use of the Software and continues until the expiration of the License Key or until terminated in accordance with this Section 7 (the "License Term").

7.2. Expiration. The license automatically terminates upon expiration of the License Key, unless renewed by Licensor.

7.3. Termination for breach. Licensor may terminate this Agreement and the license immediately upon any breach by the Licensee, including without limitation any violation of the restrictions in Section 2.3.

7.4. Effect of termination. Upon any termination or expiration, the Licensee must cease all use of the Software and destroy or remove all copies in its possession or control. Sections 1, 2.4, 3, 4, 5, 6, 8, 9, 10, 11, 12, 13, 14, 15, and 16 survive any termination or expiration of this Agreement.

8. Indemnification

8.1. The Licensee shall defend, indemnify, and hold harmless Licensor (OBB Holdings LLC) and its officers, members, employees, and agents from and against any and all third-party claims, demands, losses, liabilities, damages, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to the Licensee's use, misuse, or unverified reliance on the Software or the Output, the Licensee's breach of this Agreement, or the Licensee's violation of any applicable law. [ATTORNEY: finalize indemnification scope.]

9. Force Majeure

9.1. Licensor shall not be liable or responsible for any failure or delay in performance under this Agreement to the extent caused by events or circumstances beyond its reasonable control, including without limitation acts of God, natural disasters, fire, flood, epidemic or pandemic, war, terrorism, civil unrest, labor disputes, governmental action, power or telecommunications failures, internet or hosting-provider outages, or failures of third-party services.

10. Assignment and Successors

10.1. Licensor may assign, transfer, or delegate this Agreement or any of its rights or obligations hereunder, in whole or in part, without the Licensee's consent. The Licensee may not assign, transfer, or delegate this Agreement or any of its rights or obligations hereunder, in whole or in part, without Licensor's prior written consent, and any attempted assignment in violation of this Section is void. Subject to the foregoing, this Agreement binds and inures to the benefit of the parties and their respective permitted successors and assigns.

11. Export and Sanctions Compliance

11.1. The Licensee shall comply with all applicable U.S. export control and economic sanctions laws and regulations. The Licensee shall not use, export, re-export, or transfer the Software, directly or indirectly, in violation of such laws, including to any country, entity, or person subject to U.S. embargo or sanctions, and represents that it is not located in, or a national or resident of, any such embargoed or sanctioned jurisdiction and is not on any U.S. government restricted-party list.

12. Notices

12.1. Any formal notice required or permitted under this Agreement shall be in writing and shall be deemed given: (a) when delivered personally; (b) when sent by confirmed email to the address associated with the Licensee's License ID (for notices to the Licensee) or to the notice address designated by Licensor (for notices to Licensor); or (c) when sent by recognized overnight courier or certified mail, return receipt requested, to the most recent address provided by the receiving party. Licensor's notice address is [ATTORNEY: insert Licensor notice address].

13. Data Handling and Security

13.1. Local-only data model. Licensor represents and covenants that the Software operates on a local-only data model: as described in Section 4, no payroll data, file contents, employee personal information, or other personally identifiable information processed by the Software is transmitted to, collected by, or accessible to Licensor, and all such data remains local on the Licensee's device at all times. Only the Software's version number and the associated License ID described in Section 4.1 leave the Licensee's machine.

13.2. Licensee's responsibility for its own data. The Licensee is solely responsible for the security, handling, storage, backup, retention, and disposal of all payroll files, source reports, Output, and other data on the Licensee's own machines and systems, including compliance with all applicable data-protection, privacy, and recordkeeping obligations. Licensor has no responsibility or liability for the Licensee's handling, storage, or security of such files or data.

14. Dispute Resolution

14.1. [ATTORNEY: add dispute-resolution / arbitration + class-action waiver per FAA + chosen venue, or confirm litigation in the Section 15 courts.]

15. Governing Law

15.1. This Agreement is governed by and construed in accordance with the laws of the State of [GOVERNING-LAW STATE - TO BE SUPPLIED BY ATTORNEY], without regard to its conflict-of-laws principles. The parties consent to the exclusive jurisdiction and venue of the state and federal courts located in [VENUE - TO BE SUPPLIED BY ATTORNEY] for any dispute arising out of or relating to this Agreement.

16. General Provisions

16.1. Entire Agreement. This Agreement constitutes the entire agreement between the Licensee and Licensor regarding the Software and supersedes all prior or contemporaneous understandings, communications, and agreements, whether written or oral, regarding its subject matter.

16.2. Severability. If any provision of this Agreement is held invalid, illegal, or unenforceable, that provision shall be modified to the minimum extent necessary to make it enforceable, or if it cannot be so modified, severed, and the remaining provisions shall remain in full force and effect.

16.3. No waiver. No failure or delay by Licensor in exercising any right under this Agreement constitutes a waiver of that right.

16.4. Acceptance by use. BY INSTALLING, ACCESSING, OR USING THE SOFTWARE, THE LICENSEE ACKNOWLEDGES THAT IT HAS READ THIS AGREEMENT, UNDERSTANDS IT, AND AGREES TO BE BOUND BY ITS TERMS - INCLUDING THE INDEPENDENT-VERIFICATION OBLIGATION IN SECTION 3, THE VERSION-CHECK CONSENT IN SECTION 4, THE WARRANTY DISCLAIMER IN SECTION 5, AND THE LIMITATION OF LIABILITY IN SECTION 6. If the Licensee does not agree to these terms, the Licensee must not install or use the Software. [ATTORNEY/ENG: confirm affirmative click-accept ("I Agree" at install) vs. acceptance-by-use.]