Thank You for choosing the Primo Payday Product offered by NAV Accounting Solutions, LLC and/or its subsidiaries and affiliates (referred to as "Primo Payday”). Review this User Agreement carefully. This User Agreement constitutes a legal agreement between You and Primo Payday and governs Your use of the Primo Payday Product. By downloading, installing, accessing, copying, or using the Primo Payday Product, You agree to be bound by the terms of this User Agreement. If You do not agree to this User Agreement, then You must not use the Primo Payday Product.
1. Definitions For the purposes of this User Agreement, the following definitions apply.
1.1 You/Your. “You”/“Your” or “End User” means you, as an individual, or the single entity you represent. If You are agreeing to this User Agreement on behalf of an entity, You represent and warrant that You have full authority to bind that entity to this User Agreement.
1.2 Product. “Product” or “Primo Payday Product” means, collectively, Primo Payday’s software products and content, including any Updates and Upgrades and all accompanying Documentation.
1.3 Documentation. “Documentation” means Product program documentation, accompanying manuals and other materials delivered to You by Primo Payday describing the use, design, installation, operation and maintenance of the Product.
1.4 Support Services. “Support Services” means any Product support services provided to You by Primo Payday, which in all events are subject to the Support Terms.
1.5 Configurations. “Configurations” means any Product modifications or additions made by a person or entity other than Primo Payday.
1.6 Subscription Fee. “Subscription Fee” means the payment identified by Primo Payday as due from You to license the Product. The Subscription Fee will be calculated as of the date the Product is first downloaded, accessed, copied, used, or installed.
2. Grant of License. Subject to the terms and conditions of this User Agreement, Primo Payday hereby grants You a non-exclusive, non-sublicensable, and non-transferable license to use the Product for Your internal operations with as many logins as Your current Microsoft D365 Business Central license allows. You may only install the Product in accordance with the Documentation.
3. Restrictions and Limitations. You agree that You will not, nor will You permit any third party to: (1) Reproduce, copy, modify, translate, create derivative works of, decompile, disassemble, reverse-engineer, sell, market, trade, redistribute, lease, lend, or resell the Product; (2) Provide Product access to any third party except as expressly permitted in Section 9; or (3) Use the Product in a manner contrary to applicable law.
4. Reservation of Rights. Primo Payday reserves all rights not expressly granted to You pursuant to this User Agreement. This User Agreement is not an agreement of sale, and no title, intellectual property rights, or ownership rights to the Product are transferred to You pursuant to this User Agreement. You acknowledge and agree that the Product and all ideas, methods, algorithms, formulae, processes, and concepts used in developing or incorporated into the Product, and all updates and upgrades, and all other improvements, revisions, supplements, add-on components, corrections, bug-fixes, hot-fixes, patches, modifications, enhancements, and releases in, of, or to the Product (“Updates and Upgrades”), and all derivative works based upon any of the foregoing, and all copies of the foregoing (“Primo Payday IP”) are trade secrets, confidential information, and proprietary property of Primo Payday, having great commercial value to Primo Payday. You may not use in any way, for Your own account or the account of any third party, such Primo Payday IP, except as authorized under this User Agreement, and You will protect such Primo Payday IP at least to the same extent as You protect Your own confidential and proprietary information and to the same extent that a reasonable person would protect such data, information, and material. Upon termination or expiration of this User Agreement, You will promptly return or destroy all Primo Payday IP in Your possession or under Your control.
5. Infringement and Export Restrictions. You agree to notify Primo Payday, in writing, as soon as is reasonably possible, if You learn of any actual or threatened infringement of the Product, or if any infringement claim is made against You by a party other than Primo Payday in connection with Your use of the Product. You agree that You will not export the Product or any copies thereof except in compliance with all relevant international and national laws that apply to the Product.
6. Ownership. You acknowledge and agree that copyright and other intellectual property laws protect the Product. All rights, title and interest in and to the Product (including associated Documentation), including without limitation all copyrights, patent rights, trademark and service mark rights, trade secret rights and other intellectual property and proprietary rights are and will remain the sole and exclusive property of Primo Payday, except that You may use such items only to the extent expressly permitted by this User Agreement. You shall not remove, obscure, alter or otherwise modify any copyright, trademark or other notices of proprietary interest contained in the Product (including related Documentation).
7. Product Support Services. Primo Payday will make Support Services available to You for purchase, so long as You are current on the Subscription Fee and Support Services fees. The terms and conditions applicable to such Support Services (“Support Terms”) shall be provided by Primo Payday and are deemed incorporated herein and a part hereof by reference; provided, however, unless stated otherwise in such terms and conditions, either party may terminate the Support Services upon thirty (30) days’ prior written notice to the other party. Primo Payday reserves the right to deny access to and to refuse to provide Support Services to anyone who is not current on the Subscription Fee and Support Services fees, at any time.
8. Payment of Subscription Fees and Support Services Fees. Primo Payday will apply payment to overdue invoices in the order that the invoices were issued or, in Primo Payday’s discretion, in the order of the date Primo Payday provided services identified in the invoices. Primo Payday reserves the right to terminate the Product license and this User Agreement for Your failure to timely pay Subscription Fees and/or Support Services fees, which Primo Payday may do immediately upon written notice to You. Upon Primo Payday request and subject to reasonable advance notice, You shall provide Primo Payday or its designee with access to any books, computers, records, or other information that relate or may relate to Your use of the Product or Support Services as Primo Payday may request to show compliance with this User Agreement. Such audit will not unreasonably interfere with Your business activities. If an audit reveals use of the Product in violation of this User Agreement, You will reimburse Primo Payday for its costs of the audit.
9. Third Party Use. You may permit a third party to use the Product (including Documentation) only if such use is for Your internal operations, complies with this User Agreement, and is solely for Your behalf. Any breach by the third party of this User Agreement will be a breach by you of this User Agreement and You will be responsible and liable for all third party use that you permit.
10. Updates and Upgrades
10.1 Additional Software and Support Services. This User Agreement applies to Updates and Upgrades and Support Services that Primo Payday may make available to You, after the date You obtain Your initial Product license or at any other time, unless they are accompanied by separate terms in which case those separate terms (and this User Agreement, as applicable) will govern.
10.2 Product Updates. Due to the ongoing revisions of the tax code, Primo Payday may make one or more annual updates to the Product tax table via a web service. Tax table updates require that You have access and a connection via a web service to Primo Payday’s tax table, as we direct. To be eligible for a particular Product update (or other Update and Upgrade), You must first be licensed for the Product identified by Primo Payday as eligible for the update, be fully paid up for all Subscription Fees and Support Services fees, and not be in breach of this User Agreement.
10.3 Product Upgrades. To be eligible for a particular Product upgrade (or other Update and Upgrade), You must first be licensed for the Product identified by Primo Payday as eligible for the upgrade, be fully paid up for all Subscription Fees and Support Services fees, and not be in breach of this User Agreement. After installing the upgrade, You may no longer use the original Product that formed the basis for Your upgrade eligibility (other than as part of the upgraded Product).
11. Consent to Data Use. You agree and consent that Primo Payday and its affiliates may collect and use technical information gathered as part of the Support Services provided to You and otherwise as described in the Primo Payday Privacy Policy at https://www.primopayday.com/privacy-policy. Primo Payday may use this information solely to improve Products and to provide services or technologies to You or for other purposes as prescribed in the Primo Payday Privacy Policy. You will secure any and all privacy-related rights and permissions from individual persons as may be required by law or other requirement in order to disclose to Primo Payday, in connection with its performance of this User Agreement, applicable personally identifiable information, data, and material.
12. Links to Third Party Sites. Primo Payday is not responsible for the contents of any third-party sites or services, any links contained in third-party sites or services, or any changes or updates to third-party sites or services. Primo Payday is providing these links and access to third-party sites and services, if any, to You only as a convenience, and the inclusion of any link or access does not imply an endorsement by Primo Payday of the third-party site or service. Do not access or use any of these sites or services unless You understand and agree to all applicable terms and conditions.
13. Term and Termination
13.1 Term and Termination. This User Agreement shall take effect on date that You first download, access, copy, use, or install the Product and is effective until terminated by You or Primo Payday as provided herein. This User Agreement and Your rights under this User Agreement will terminate automatically without notice from Primo Payday if You fail to comply with any term(s) of this User Agreement.
13.2 Effect of Termination. In the event of expiration or termination of this User Agreement, You have no right to receive any Updates and Upgrades or any Support Services and all rights granted to You hereunder will immediately cease. Primo Payday may, in its sole discretion and without notice, restrict or terminate your use of the Product under this User Agreement, or suspend the Product or related services, immediately, in whole or in part, for suspicion of fraud, security, illegal activity or unauthorized access or to protect the integrity of the Product. You may terminate this Agreement anytime upon written notice to Primo Payday delivered to support@primopayday.com; Primo Payday may terminate this Agreement anytime, for any or no reason, upon 90 days’ written notice, which may be provided to You using contact information Primo Payday has on file for You or by posting on www.PrimoPayday.com (or a successor web site). Upon the expiration or termination of this User Agreement, all amounts due from You and outstanding amounts will become immediately payable, and You will not be entitled to receive any refund for any Subscription Fees or Support Service fees. No termination of this User Agreement shall affect Primo Payday’s rights to any payments due it. In the event of expiration or termination of this User Agreement, obligations that require or contemplate performance subsequent to any termination or expiration, either expressly or by reasonable implication, will survive termination or expiration.
14. Amendment to User Agreement. Primo Payday reserves the right, in its sole discretion, to amend this User Agreement. Amendments or amended versions of this User Agreement will be posted at least sixty (60) days in advance at www.PrimoPayday.com (or a successor web site), or communicated to You using contact information Primo Payday has on file for You, before becoming effective. If You do not accept any amendments made to this User Agreement, You must do so before the amendments become effective and You must terminate this User Agreement as provided in Section 13. Without limiting the foregoing, Your continued use of the Product and receipt of Support Services following any amendment of this User Agreement shall be conclusively deemed an acceptance of all such amendments.
15. DISCLAIMER OF WARRANTIES.
15.1 YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PRIMO PAYDAY, ITS AFFILIATES AND SUPPLIERS DISCLAIM AND EXCLUDE ALL, AND DO NOT MAKE ANY, WARRANTIES, REPRESENTATIONS, AND CONDITIONS RELATED TO THE PRODUCT AND SUPPORT SERVICES AND ANY OTHER PRODUCTS OR SERVICES PROVIDED OR MADE AVAILABLE BY PRIMO PAYDAY, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, OR ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE IN TRADE, OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, SYSTEMS INTEGRATION, OR NON-INFRINGEMENT. DUE TO THE COMPLEX NATURE OF THE PRODUCT, YOU RECOGNIZE THAT ERRORS AND INTERRUPTIONS MAY ARISE AND THAT PRIMO PAYDAY DOES NOT REPRESENT OR WARRANT THAT THE PRODUCT WILL OPERATE WITHOUT ERROR OR INTERRUPTION. PRIMO PAYDAY MAKES NO REPRESENTATION OR WARRANTY THAT PRODUCT WILL FUNCTION CORRECTLY IN CONNECTION WITH ANY PARTNER OR THIRD PARTY CONFIGURATION OR THAT SUCH CONFIGURATIONS WILL CONTINUE TO FUNCTION PROPERLY WITH SUBSEQUENT VERSIONS OF THE PRODUCT. IF APPLICABLE LAW REQUIRES THAT THE EXCLUSIONS FOR IMPLIED WARRANTIES DO NOT APPLY TO YOU, ANY IMPLIED WARRANTIES RELATED TO THE PRODUCT OR ANY SERVICES ARE LIMITED TO 60 DAYS FROM THE FIRST DATE OF YOUR DOWNLOADING, INSTALLATING, ACCESSING, COPYING, OR USING OF THE PRODUCT OR THE AVAILABILITY OF THE SERVICE, WHICHEVER IS SOONEST. PRIMO PAYDAY, ITS AFFILIATES AND SUPPLIERS DISCLAIM ANY REPRESENTATIONS OR WARRANTIES THAT YOUR USE OF THE PRODUCT WILL SATISFY OR ENSURE COMPLIANCE WITH ANY LEGAL OBLIGATIONS, STATUTES, REGULATIONS, OR OTHER LAWS OR REQUIREMENTS.
15.2 YOU ARE RESPONSIBLE FOR VERIFYING THE RESULTS FROM ANY TAX TABLE FUNCTION AND ENSURING THAT RESULTS MATCH CURRENT FEDERAL, STATE AND LOCAL TAX REQUIREMENTS. PRIMO PAYDAY, ITS AFFILIATES AND SUPPLIERS DISCLAIM AND EXCLUDE ALL, AND DO NOT MAKE ANY, REPRESENTATION, WARRANTY OR CONDITION THAT ANY TAX TABLE OR TAX TABLE FUNCTION WILL BE COMPLETE OR ACCURATE OR WILL MEET ALL YOUR REQUIREMENTS, OR THAT THE USE OF THE TAX TABLES WILL BE UNINTERRUPTED OR ERROR FREE.
15.3 THE PRODUCT PROVIDES INFORMATION CONCERNING THE SUBJECT MATTER COVERED AND IS PROVIDED WITH THE UNDERSTANDING THAT PRIMO PAYDAY IS NOT ENGAGED IN PROVIDING LEGAL, TAX, ACCOUNTING OR OTHER REGULATORY COMPLIANCE ADVICE OR SERVICES, INCLUDING AFFORDABLE CARE ACT (ACA) COMPLIANCE ADVICE. IF LEGAL ASSISTANCE OR OTHER EXPERT ADVICE IS REQUIRED, YOU SHOULD SEEK THE SERVICE OF A COMPETENT PROFESSIONAL. WHILE EFFORTS ARE MADE TO PROVIDE CURRENT INFORMATION AS PART OF THE PRODUCT, YOU UNDERSTAND THAT STATUTES, REGULATIONS, AND OTHER LAWS AND REQUIREMENTS APPLICABLE TO THIS INFORMATION AND THE PRODUCT ARE SUBJECT TO INTERPRETATION AND CHANGE AND MAY VARY DEPENDING UPON THE APPLICABLE, STATE, MUNICIPALITY, OR OTHER JURISDICTION. YOU SHOULD REVIEW APPLICABLE LAW AND CONSULT EXPERIENCED LEGAL COUNSEL FOR LEGAL ADVICE. YOU ARE SOLELY RESPONSIBLE FOR COMPLIANCE WITH, AND YOU WILL COMPLY WITH, ALL APPLICABLE STATUTES, REGULATIONS, AND OTHER LAWS AND REQUIREMENTS. PRIMO PAYDAY WAIVES ANY AND ALL CLAIMS FOR ANY LOSS, DAMAGE, COST, OR EXPENSE RESULTING FROM YOUR USE OF THE PRODUCT OR ANY SERVICES.
16. LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PRIMO PAYDAYOR ANY OF ITS AFFILIATES, MEMBERS, EMPLOYEES, AFFILIATES, SUPPLIERS, SUCCESSORS OR ASSIGNS SHALL IN ANY EVENT BE LIABLE FOR ANY LOST PROFITS, BUSINESS, GOODWILL, OR REVENUE, BUSINESS INTERRUPTION, LOSS OF DATA OR USE, SUBSTITUTE GOODS OR SERVICES, OR ANY SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES OF ANY KIND, WHETHER FORESEEABLE OR UNFORESEEABLE, WHICH MAY ARISE OUT OF OR IN CONNECTION WITH THIS USER AGREEMENT OR ANY PRODUCTS OR SERVICES, REGARDLESS OF WHETHER EITHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OR LIKELIHOOD OF SUCH DAMAGES, EVEN IF THE EXCLUSIVE REMEDIES PROVIDED BY THIS USER AGREEMENT FAIL OF THEIR ESSENTIAL PURPOSE. THESE LIMITATIONS APPLY IRRESPECTIVE OF WHETHER SUCH LIABILITY IS BASED IN TORT, CONTRACT, WARRANTY, NEGLIGENCE, STRICT LIABILITY OR ANY OTHER THEORY.
17. LIMITATION ON DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AND REGARDLESS OF WHETHER THE LIABILITY IS BASED IN TORT, CONTRACT, WARRANTY, NEGLIGENCE, STRICT LIABILITY OR ANY OTHER THEORY, IN NO EVENT SHALL THE TOTAL CUMULATIVE LIABILITY OF PRIMO PAYDAY, ITS AFFILIATES, MEMBERS, EMPLOYEES, AFFILIATES, SUPPLIERS, SUCCESSORS AND ASSIGNS WHICH MAY ARISE OUT OF OR IN CONNECTION WITH THIS USER AGREEMENT OR ANY PRODUCTS OR SERVICES EXCEED THE AMOUNTS YOU ACTUALLY PAID TO PRIMO PAYDAY IN THE ONE (1) YEAR PERIOD IMMEDIATELY PRIOR TO THE DATE THE LIABILITY AROSE. THIS USER AGREEMENT SETS FORTH THE ENTIRE LIABILITY OF PRIMO PAYDAY, ITS AFFILIATES AND SUPPLIERS AND YOUR EXCLUSIVE REMEDIES WITH RESPECT TO THE PRODUCT, ANY SERVICES, AND ITS AND THEIR USE.
18. Indemnification. You agree to indemnify and hold Primo Payday and its affiliates harmless from any and all claims, losses, damages, costs, liabilities, and expenses, including reasonable attorneys' fees and costs, arising out of Your use of the Product or Support Services, Your violation of Primo Payday’s intellectual property rights, or any breach by You of this User Agreement (collectively referred to as "Claims"). Primo Payday reserves the right, in its sole discretion and at Your expense, to assume the exclusive defense and control of any Claims. You agree to immediately notify Primo Payday of any Claims and to reasonably cooperate as requested by Primo Payday in the defense of any Claims.
19. U.S. Government License Rights. The Product is commercial computer software, as such term is defined in 48 C.F.R. §2.101. Accordingly, if You are the US Government or any contractor therefor, You shall receive only those rights with respect to the Product as are granted to all other end users under license, in accordance with (a) 48 C.F.R. §227.7201 through 48 C.F.R. §227.7204, with respect to the Department of Defense and their contractors, or (b) 48 C.F.R. §12.212, with respect to all other US Government licensees and their contractors.
20. Applicable Law. This User Agreement and all disputes arising out of or relating to this User Agreement or its subject matter shall be governed by and interpreted and construed in accordance with the laws of the State of Texas, USA, conflicts of law excluded. You agree that any legal action or proceeding arising out of or relating to this User Agreement or its subject matter may be brought and resolved only in the state and federal courts located in the State of Texas, County of Tarrant, and the courts of appeal therefrom. The Uniform Computer Information Transaction Act or any version thereof adopted by any state in any form will not apply to this User Agreement and, to the extent that such is otherwise applicable, the parties hereby opt-out of the applicability thereof pursuant to the opt-out provisions(s) contained therein. The U.N. Convention on the International Sale of Goods shall not apply to this User Agreement or the rights or duties hereunder the Agreement.
21. Entire Agreement; Severability. This User Agreement (including any amendments to this User Agreement and any documents incorporated herein) is the entire agreement between You and Primo Payday relating to the Product and the Support Services (if any) and supersedes all prior or contemporaneous oral or written communications, proposals and representations with respect to the Product or any other subject matter covered by this User Agreement. Primo Payday may assign this User Agreement, in whole or in part, at any time, with or without notice to You, including as to any assignment resulting from or as part of a merger, consolidation, acquisition of all or substantially all of the assets of Primo Payday, or internal restructuring or reorganization. No provision hereof shall be deemed waived unless such waiver is in writing and signed by Primo Payday. To the extent the terms of any Primo Payday’s policies or Support Services conflict with the terms of this User Agreement, the terms of this User Agreement shall control. If any provision of this User Agreement is held to be void, invalid, unenforceable or illegal, then such provision will be deemed restated to reflect the original intention of the parties as nearly as possible in accordance with applicable law and the other provisions shall continue in full force and effect.