Harvester Gear Software License Agreement (SLA)
Terms of Service
These Terms of Service ("Terms") govern the use of software, services, and data provided by TS Management, LLC d/b/a HarvesterGear and its Affiliates ("Licensor") by you ("Customer" or "User"). By accessing or using any software, services, or data provided by Licensor, the User agrees to be bound by these Terms, the Software Services Subscription Agreement, and any other written agreements between Licensor and the User.
1. Ownership of Data and Intellectual Property Rights
Licensor retains all rights, title, and interest to any and all data and intellectual property, including rights under patent law, copyright law, trademark law, trade secret law, and other proprietary rights. User may not copy, distribute, modify, create derivative works, or otherwise use the data without prior written consent from Licensor.
2. Use of the Software for Employment-Related Processes
The software provided by Licensor allows Users to enter data for enrolling individuals as full-time employees, H2A workers, or contract workers. This data may be used to auto-populate employment forms, tax documents, payroll information, and other employment-related materials.
Responsibility for Accuracy and Compliance: It is the sole responsibility of the User to ensure that all forms, documents, tax information, payroll data, and any other outputs generated by the software are accurate, complete, and fully compliant with all applicable federal, state, and local laws. Licensor does not guarantee the legality, accuracy, or completeness of any documents or data generated through its software.
No Legal Liability: Under no circumstances shall Licensor be held responsible for any errors, omissions, inaccuracies, or legal non-compliance resulting from the use of the software. User assumes full responsibility for reviewing and verifying the accuracy and compliance of all data and forms before submission to any government entity or third party.
3. Use Restrictions
User agrees to the following restrictions:
The software and data provided by Licensor are for internal business use only and may not be used to compete with Licensor.
User shall not circumvent security measures or usage rules set by Licensor.
Access and use of the data outside North America are prohibited unless explicitly authorized by Licensor in writing.
4. Disclaimer of Liability and Responsibility
User acknowledges and agrees that the use of the software, data, and services is entirely at their own risk. Licensor disclaims all responsibility for any errors, omissions, or inaccuracies in the data, output, documents, forms, payroll, tax calculations, or employment forms generated by the software.
User Responsibility: It is the User's responsibility to verify the accuracy and legality of all documents, forms, tax information, payroll data, and other materials generated by the software, ensuring compliance with all federal, state, and local laws and regulations.
No Liability for Inaccurate Data: Licensor is not responsible for any incorrect data entry, document formatting errors, non-compliance with legal standards, or any failure to meet legal or employment-related requirements. The User assumes all risks and responsibilities for the use of the software and any actions taken based on its outputs.
5. No Warranties
LICENSOR PROVIDES THE SOFTWARE, DATA, AND SERVICES ON AN "AS IS" AND "AS AVAILABLE" BASIS. LICENSOR EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
LICENSOR MAKES NO REPRESENTATIONS OR WARRANTIES THAT THE SOFTWARE OR DATA WILL MEET USER’S REQUIREMENTS OR THAT OPERATION WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLIANT WITH STATE, FEDERAL, OR LOCAL LAWS.
6. Limitation of Liability
IN NO EVENT SHALL LICENSOR BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO BUSINESS INTERRUPTION, LOSS OF PROFITS, TAX LIABILITIES, OR LEGAL NON-COMPLIANCE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
LICENSOR’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS SHALL NOT EXCEED THE AMOUNTS PAID BY USER FOR THE SERVICES IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.
7. Updates to the Data
Any updates provided by Licensor during the subscription period are subject to the same terms and conditions.
8. Injunctive Relief
User acknowledges that any breach of these Terms may cause irreparable harm to Licensor, for which monetary damages may be inadequate. In such cases, Licensor shall be entitled to seek injunctive relief in addition to any other remedies available by law.
9. Legal Compliance
User agrees that they will not use the software, services, or data for any unlawful purposes. This includes, but is not limited to, the submission of falsified employment records, illegal content, or data that violates federal, state, or local laws.
10. Governing Law and Dispute Resolution
These Terms shall be governed by the laws of the State of [Insert State]. Any legal action arising out of or in connection with these Terms shall be brought exclusively in the courts of [Insert State].
11. Modification
These Terms may not be modified except by a written agreement signed by authorized representatives of both parties. The failure to enforce any provision of these Terms shall not constitute a waiver of any right to enforce such provision.
12. Entire Agreement
These Terms, along with the Software Services Subscription Agreement and any related Order Forms, constitute the entire agreement between Licensor and User.
