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 the End User (“You”) and Primo Payday and governs Your use of the Primo Payday Product. By 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 may 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” means the End User (either an individual or a single entity) that enters into a User Agreement to use the Product for purposes other than redistributing or reselling the Product.
1.2 Product(s).“Product(s)” means Primo Payday’s software products and content, including any subsequent upgrades and updates and all accompanying Documentation.
1.3 Documentation.“Documentation” means Product program documentation, accompanying manuals and other materials describing the use, design, installation, operation and maintenance of the Product.
1.4 Support Services.“Support Services” means any Product support services made available by Primo Payday.
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 due to license the Product.
2. Grant of License. Subject to the terms and conditions of this User Agreement, Primo Payday hereby grants You a non-exclusive 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. The terms of this User Agreement will govern any upgrades provided by Primo Payday that replace and/or supplement the original Product, unless such upgrade is accompanied by a separate User Agreement in which case the terms of that User Agreement will govern.
3. Restrictions and Limitations. You agree that You will not, nor permit any third party to: (1) Reproduce, copy, reverse-engineer, sell, trade or resell the Product; (2) Provide Product access to any third party except as expressly permitted in Section 9; (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.
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 and associated Documentation, including without limitation all copyrights, patent rights, trademark and service mark rights, trade secret rights and other intellectual property rights are and will remain the property of Primo Payday, and You may only use such items as expressly permitted by this User Agreement. You shall not remove, alter or otherwise modify any copyright, trademark or other notices of proprietary interest contained in the Product or related Documentation.
7. Product Support Services. Primo Payday will make Support Services available so long as You are current on the Subscription Fee and/or Support Service fees. Primo Payday reserves the right to deny access to Support Services to anyone 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. Primo Payday reserves the right to terminate the Product license for failure to timely pay Subscription Fees and/or Support Services fees.
9. Third Party Use. You may permit a third party to use the Product and accompanying materials if such use is for internal operations and is solely for Your behalf. Third party use described in this section must comply with all terms and conditions of this User Agreement.
10. Updates and Upgrades
10.1 Additional Software and Support Services. This User Agreement applies to updates, upgrades, supplements, add-on components, or Support Services that Primo Payday may make available to You after the date You obtain Your initial Product license, unless they are accompanied by separate terms in which case the terms of that User Agreement will govern.
10.2 Product Updates. Due to the ongoing revisions of the tax code, Primo Payday will make one or more annual updates to the 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. To be eligible for a particular Product update, You must first be licensed for the Product identified by Primo Payday as eligible for the update.
10.3 Product Upgrades. To be eligible for a particular Product upgrade, You must first be licensed for the Product identified by Primo Payday as eligible for the upgrade. 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 that Primo Payday and its affiliates may collect and use technical information gathered as part of the Support Services provided to You. Primo Payday may use this information solely to improve products or to provide customized services or technologies to You.
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 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.
13. Term and Termination
13.1 Term and Termination. This User Agreement shall take effect on date that You install the Product and is effective until terminated by You or Primo Payday. 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, Primo Payday will cease all Product updates and upgrades and suspend all 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 issues to protect the integrity of the Product, or if You fail to comply with this User Agreement. Upon the expiration or termination of this User Agreement, You will pay all amounts due and outstanding amounts will become immediately due, and You will not be entitled to receive any refund for any Subscription Fees or Support Service fees. Any termination of this User Agreement shall not affect Primo Payday’s rights to any payments due to it. In the event of expiration or termination of this User Agreement, obligations that require performance will survive.
14. Amendment to User Agreement. Primo Payday reserves the right, in its sole discretion, to amend this User Agreement. If there is a conflict between this User Agreement and the most current version of the Primo Payday User Agreement, posted at www.PrimoPayday.com, the latter will prevail. If You do not accept amendments made to this User Agreement, then this User Agreement will be immediately terminated pursuant to Section 13. Your continued use of the Product and Support Services following any amendment of this User Agreement shall be conclusively deemed an acceptance of all such amendments.
15. DISCLAIMER OF WARRANTIES. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, PRIMO PAYDAY DISCLAIMS AND EXCLUDES ALL WARRANTIES ON THE PRODUCT, MAINTENANCE AND SUPPORT SERVICES, AND PROFESSIONAL SERVICES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. DUE TO THE COMPLEX NATURE OF THE PRODUCT, YOU RECOGNIZE THAT PRODUCT ERRORS AND INTERRUPTION MAY ARISE AND THAT PRIMO PAYDAY DOES NOT WARRANT THAT THE PRODUCT WILL OPERATE WITHOUT ERROR OR INTERRUPTION. PRIMO PAYDAY MAKES NO 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 THE EXCLUSIONS FOR IMPLIED WARRANTIES DO NOT APPLY TO YOU, ANY IMPLIED WARRANTIES ARE LIMITED TO 60 DAYS FROM THE DATE OF PURCHASE OR DELIVERY OF THE SERVICES, WHICHEVER IS SOONER. 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 OR LAWS OR REGULATIONS. YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION.
YOU ARE RESPONSIBLE FOR VERIFYING RESULTS FROM ANY TAX TABLE FUNCTION AND ENSURING THAT RESULTS MATCH CURRENT FEDERAL, STATE AND LOCAL TAX REQUIREMENTS. PRIMO PAYDAY DISCLAIMS AND EXCLUDES ANY TERM, REPRESENTATION, WARRANTY OR CONDITION THAT ANY TAX TABLE OR TAX TABLE FUNCTION WILL MEET ALL YOUR REQUIREMENTS, OR THAT THE USE OF THE TAX TABLES WILL BE UNINTERRUPTED OR ERROR FREE.
THE PRODUCT PROVIDES PRACTICAL 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 EVERY EFFORT IS MADE TO PROVIDE CURRENT INFORMATION, YOU UNDERSTAND THAT LAWS, REGULATIONS AND OTHER COMPLIANCE ISSUES ADDRESSED BY THE PRODUCT ARE SUBJECT TO INTERPRETATION AND CHANGEAND MAY VARY DEPENDING UPON THE STATE OR MUNICIPALITY. YOU SHOULD REVIEW APPLICABLE LAW IN YOUR JURISDICTION AND CONSULT EXPERIENCED COUNSEL FOR LEGAL ADVICE. YOU ARE SOLELY RESPONSIBLE FOR COMPLIANCE WITH APPLICABLE LAWS AND REGULATIONS. PRIMO PAYDAY WAIVES ANY CLAIM FOR ANY LOSS, DAMAGE AND EXPENSE RESULTING FROM YOUR USE OF THE PRODUCT.
16. LIMITATION OF LIABILITY. SUBJECT TO APPLICABLE LAW, PRIMO PAYDAY AND ITS AFFILIATES SHALL IN NO EVENT BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, WHETHER FORESEEABLE OR UNFORESEEABLE, WHICH MAY ARISE OUT OF OR IN CONNECTION WITH THIS USER AGREEMENT (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, LOSS OF USE, DATA, OR PROFITS OR BUSINESS INTERRUPTION), REGARDLESS OF WHETHER EITHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OR LIKELIHOOD OF SUCH DAMAGES OCCURRING. THIS LIMITATION APPLIES IRRESPECTIVE OF WHETHER SUCH CLAIM IS BASED ON TORT, CONTRACT, WARRANTY, NEGLIGENCE, STRICT LIABILITY OR ANY OTHER THEORY. THIS SECTION DOES NOT APPLY TO LIMIT YOUR OBLIGATIONS IN RESPECT TO ANY PAYMENT AMOUNTS DUE OR ARISING OUT OF A BREACH UNDER SECTION 3.
17. LIMITATION ON DAMAGES. EXCEPT AS EXPRESSLY PROVIDED BY THIS USER AGREEMENT, IN NO EVENT SHALL EITHER PARTY’S TOTAL CUMULATIVE LIABILITY FOR ANY DAMAGES EVER EXCEED THE AMOUNTS YOU ACTUALLY PAID TO PRIMO PAYDAY IN ONE (1) YEAR PERIOD PRIOR TO THE INCIDENT. THIS SECTION DOES NOT APPLY TO LIMIT YOUR OBLIGATIONS IN RESPECT TO ANY PAYMENT AMOUNTS DUE OR ARISING OUT OF A BREACH UNDER SECTION 3. THIS USER AGREEMENT SETS FORTH THE ENTIRE LIABILITY OF PRIMO PAYDAY, ITS AFFILIATES AND YOUR EXCLUSIVE REMEDY WITH RESPECT TO THE PRODUCT AND ITS USE.
18. Indemnification. You agree to indemnify and hold Primo Payday and its affiliates harmless from any and all claims, liability and expenses, including reasonable attorneys' fees and costs, arising out of Your use of the Product or breach of this User Agreement (collectively referred to as "Claims"). Primo Payday reserves the right, in its sole discretion and at its own expense, to assume the exclusive defense and control of any Claims. You agree to reasonably cooperate as requested by Primo Payday in the defense of any Claims.
19. U.S. Government License Rights. All Software provided to the U.S. Government pursuant to solicitations issued on or after December 1, 1995, is provided with the commercial license rights and restrictions described elsewhere herein. All Software provided to the U.S. Government pursuant to solicitations issued prior to December 1, 1995, is provided with “Restricted Rights” as provided for in FAR, 48 CFR 52.227-14 (JUNE 1987) or DFAR, 48 CFR 252.227-7013 (OCT 1988), as applicable.
20. Applicable Law. This User Agreementshall 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 with respect to this User Agreementmay be initiated only in the state courts located in the State of Texas, County of Tarrant. This User Agreementmay also be subject to other local, state, national or international laws.
21. Entire Agreement; Severability. This User Agreement (including any amendments to this User Agreement) is the entire agreement between You and Primo Payday relating to the Product and the Support Services (if any) and they supersede 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. 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, the other provisions shall continue in full force and effect.