ROBLAR INNOVATION LLC
RootsPayroll
End User License Agreement
Terms governing access to and use of RootsPayroll Home Healthcare software
This Agreement is designed for electronic presentation and acceptance within the Software or on a publicly accessible product page.
This End User License Agreement (the “Agreement”) is a binding agreement between Roblar Innovation LLC (“Roblar,” “Licensor,” “we,” “us,” or “our”) and the individual or legal entity that obtains or uses the Software (“Customer,” “you,” or “your”). The Agreement applies to the RootsPayroll Home Healthcare software, its desktop components, hosted services, documentation, updates, and related features that Roblar makes available to Customer (collectively, the “Software”).
1 Eligibility and authority
1.1 Authority. You must be legally capable of entering into this Agreement. If you use the Software on behalf of an employer, health care provider, payroll processor, or other organization, “Customer” means that organization, and you represent that you are authorized to accept this Agreement for it.
1.2 Authorized users. Customer may permit its employees, contractors, and professional advisers to use the Software solely for Customer’s internal business purposes and only when they are bound by confidentiality and use restrictions at least as protective as this Agreement. Customer is responsible for their acts and omissions.
1.3 Account information. Customer will provide accurate account and licensing information and keep it current. Customer may not use the Software if applicable law prohibits that use or if Roblar has suspended or terminated access under this Agreement.
2 License grant and scope
2.1 Limited license. Subject to Customer’s compliance with this Agreement and payment of any applicable fees, Roblar grants Customer a limited, revocable, non-exclusive, non-transferable, non-sublicensable license during the Term to install, access, and use the Software for Customer’s internal payroll, workforce, home-health-care administrative, accounting-integration, reporting, and related operational purposes.
2.2 Permitted copies. Customer may install or access the Software only on devices, environments, and for users covered by Customer’s order, subscription, or other written authorization from Roblar. Customer may make a reasonable number of backup copies of installable components, provided all proprietary notices remain intact.
2.3 Documentation. Customer may use and reproduce the documentation solely as reasonably necessary for authorized use of the Software. Documentation may describe features that are optional, separately licensed, in development, or unavailable in a particular configuration.
2.4 Reservation of rights. The Software is licensed, not sold. Roblar and its licensors retain all right, title, and interest in and to the Software, documentation, interfaces, designs, workflows, and all related intellectual property. No rights are granted except those expressly stated in this Agreement.
3 Use restrictions
3.1 Prohibited conduct. Except to the limited extent a restriction is prohibited by applicable law, Customer will not: copy, modify, translate, or create derivative works of the Software; reverse engineer, decompile, disassemble, or attempt to discover source code or nonpublic interfaces; bypass license, authentication, access-control, or security mechanisms; rent, lease, sell, sublicense, distribute, timeshare, or provide the Software as a service bureau; remove notices; use the Software to build a competing product; or use it unlawfully or in a manner that infringes another person’s rights.
3.2 Technical misuse. Customer will not introduce malicious code, perform unauthorized penetration testing, interfere with operation, access data or systems without permission, overwhelm services, or use automated means in a way that exceeds documented limits or materially degrades service.
3.3 High-risk uses. The Software is not designed for life-support, emergency dispatch, autonomous clinical decision-making, or any use in which a failure could reasonably be expected to cause death, personal injury, or severe physical or environmental damage. Customer must not use the Software as the sole control for such activities.
4 Customer accounts and access security
4.1 Credentials. Customer is responsible for maintaining the confidentiality of user credentials, using appropriately strong authentication, restricting administrative rights, promptly disabling access for separated or reassigned personnel, and notifying Roblar without unreasonable delay of suspected unauthorized access.
4.2 Customer environment. Customer is responsible for devices, networks, operating systems, identity services, internet connectivity, remote-access tools, and other systems under Customer’s control. Customer will maintain supported software, security updates, malware protection, and reasonable physical and logical safeguards.
4.3 Monitoring and audit. Roblar may collect and review technical, authentication, transaction, and audit information reasonably necessary to provide support, protect the Software, investigate misuse, meet legal obligations, and verify license compliance, subject to applicable law and Roblar’s privacy disclosures.
5 Customer data
5.1 Ownership. As between the parties, Customer retains its rights in data, records, files, instructions, mappings, content, and other information submitted to or processed through the Software (“Customer Data”). Customer grants Roblar and its service providers a non-exclusive right to host, copy, transmit, transform, display, and otherwise process Customer Data only as reasonably necessary to provide, secure, support, maintain, and improve the Software; comply with Customer’s instructions; prevent fraud or abuse; and comply with law.
5.2 Customer responsibility. Customer represents that it has all rights, permissions, notices, authorizations, and lawful bases required to collect, use, disclose, and direct the processing of Customer Data. Customer is responsible for the accuracy, quality, legality, and integrity of Customer Data and for configuring access according to job responsibilities and the minimum-necessary principle where applicable.
5.3 Sensitive information. The Software may process confidential payroll, employment, tax, banking, benefit, patient, and health-care-related information when Customer enables relevant features. Customer must use only supported fields and workflows, must not place sensitive authentication data or other specially regulated data into free-text or attachment fields unless the Software expressly supports that use, and must apply any additional safeguards required by law or contract.
5.4 Data export and backup. Customer is responsible for maintaining appropriate source records, exports, reconciliations, and backups. Hosted storage, cached records, audit logs, or integration history do not replace Customer’s legal record-retention program or independent disaster-recovery plan.
6 Privacy and security
6.1 Privacy. Roblar will process personal information in connection with the Software as described in applicable privacy disclosures and written service terms. Customer remains responsible for providing legally required notices to its workforce, patients, clients, vendors, and other data subjects and for responding to their requests unless the parties agree otherwise in writing.
6.2 Safeguards. Roblar will use commercially reasonable administrative, technical, and physical safeguards appropriate to the nature of information processed and the Software’s design. No safeguard, encryption method, network, or storage system can guarantee absolute security, uninterrupted availability, or prevention of every unauthorized event.
6.3 Service providers and transfers. Customer authorizes Roblar to use hosting, cloud, identity, communications, support, accounting-integration, and other service providers to operate the Software. Those providers may process Customer Data in locations where they or their facilities operate, subject to applicable legal requirements and contractual protections.
6.4 Security cooperation. Customer will reasonably cooperate with investigation and mitigation of suspected incidents affecting Customer’s account or environment. Customer will not make public statements identifying Roblar as the source of an incident before the parties have had a reasonable opportunity to investigate, except when disclosure is required by law.
7 Health information and regulated health-care use
7.1 Administrative tool. RootsPayroll supports administrative and operational workflows. It is not a medical device, electronic prescribing system, emergency system, or substitute for clinical judgment, professional licensure, or compliance review. The Software does not diagnose, treat, recommend care, or determine medical necessity.
7.2 HIPAA and similar laws. Customer is solely responsible for determining whether it is a covered entity, business associate, or otherwise subject to HIPAA, HITECH, 42 C.F.R. Part 2, state health-privacy laws, or similar requirements. Customer must configure and use the Software lawfully, conduct required risk assessments, train users, and limit use and disclosure of protected health information.
7.3 Business associate agreement. This Agreement is not a business associate agreement. If Roblar will create, receive, maintain, or transmit protected health information on behalf of Customer in circumstances requiring a business associate agreement, the parties must execute an appropriate separate agreement before that processing begins. No provision of this Agreement authorizes a use or disclosure prohibited by that separate agreement or applicable law.
8 Payroll tax and accounting responsibilities
8.1 Customer review. Customer controls payroll policies, employee classifications, rates, deductions, benefits, taxes, schedules, approvals, bank instructions, general-ledger mappings, and accounting treatment. Before finalizing payroll or transmitting accounting entries, checks, reports, or files, Customer must review source data, calculations, pay dates, payees, amounts, accounts, classes, locations, and balancing totals for completeness and accuracy.
8.2 Compliance. Customer is responsible for determining and meeting all wage-and-hour, payroll, tax, garnishment, benefit, employment, record-retention, escheatment, accounting, and reporting obligations. Roblar does not act as Customer’s employer, payroll tax filer, accountant, attorney, fiduciary, bank, money transmitter, or professional adviser unless the parties expressly agree otherwise in a separate signed writing.
8.3 No professional advice. Software outputs, defaults, examples, reports, and support communications are informational and operational only and are not legal, tax, accounting, medical, or financial advice. Customer should consult qualified professionals regarding its circumstances.
8.4 Corrections. Customer will promptly investigate discrepancies and make required corrections in the applicable system of record. Reversals, voids, deleted accounts, renamed accounts, duplicate transactions, stale mappings, and prior-period adjustments may require manual review or action in RootsPayroll, QuickBooks, banking systems, or government portals.
9 QuickBooks and Intuit integration
9.1 Third-party service. The Software may connect to QuickBooks or other services supplied by Intuit Inc. (“Intuit Services”). Intuit Services are third-party services governed by Intuit’s agreements and privacy practices. Roblar is independent of Intuit, and Intuit does not sponsor, endorse, warrant, or control RootsPayroll. QuickBooks and Intuit names and marks belong to Intuit Inc.
9.2 Authorization. An authorized Customer user must connect the correct Intuit account and company and grant requested permissions through Intuit’s authorization process. Customer directs the Software to access, retrieve, cache, create, update, or transmit permitted data for the selected QuickBooks company. Customer is responsible for verifying the company identifier, environment, permissions, chart-of-accounts mappings, and all proposed transactions.
9.3 Accounting data. Depending on enabled features, the Software may retrieve account and company information and may create or transmit journal entries, checks, or other supported accounting records. Entries sent to a production QuickBooks company can affect Customer’s books. Customer must use sandbox companies for testing and must independently review and reconcile production transactions.
9.4 Availability and changes. Intuit controls its services, APIs, data models, rate limits, authentication, security requirements, and availability. Intuit may change, suspend, or discontinue any feature without Roblar’s control. The integration may be unavailable or delayed because of Intuit outages, maintenance, authorization expiration, permission changes, account status, connectivity, or API changes. RootsPayroll may continue to offer cached or offline functionality where designed to do so, but cached data may be stale.
9.5 Disconnection. Customer may revoke RootsPayroll’s Intuit authorization through available Intuit or RootsPayroll controls. Disconnection prevents future authorized access after it takes effect but does not automatically reverse transactions already posted to QuickBooks or erase records that Roblar must retain for security, audit, backup, contractual, or legal purposes. Customer remains responsible for reconciliation and any required deletion request.
10 Third-party services and components
10.1 Separate terms. The Software may interoperate with third-party databases, cloud platforms, identity providers, payment or banking services, operating systems, libraries, and other products. Customer’s acquisition and use of those products are governed by their providers’ terms, fees, and privacy practices. Customer authorizes data exchange when it configures an integration.
10.2 No control. Roblar is not responsible for third-party products, content, acts, omissions, security, accuracy, support, or availability. A third-party change or outage may reduce or prevent a Software feature. Roblar may modify, suspend, or discontinue an integration when reasonably necessary for security, compliance, compatibility, or provider requirements.
10.3 Open-source software. Third-party or open-source components may be included with the Software and are governed by their applicable notices and license terms. To the extent such terms expressly supersede this Agreement for a component, those terms control for that component only.
11 Updates support and availability
11.1 Updates. Roblar may provide patches, updates, upgrades, feature changes, or new versions. Some may install automatically or be required for security, legal compliance, support, or continued access. Unless Roblar states otherwise, updates are part of the Software and subject to this Agreement.
11.2 Support. Support scope, hours, response targets, maintenance, and professional services are governed by Customer’s order or separate written support terms. Roblar may require reasonable diagnostic information and cooperation before resolving an issue.
11.3 Availability. Roblar will use commercially reasonable efforts to operate supported services, but does not promise uninterrupted or error-free operation. Planned maintenance, emergency maintenance, internet failures, cloud outages, third-party failures, force majeure events, and security responses may affect availability.
11.4 Preview features. Features identified as beta, preview, sandbox, evaluation, test, or not for production may be changed or withdrawn at any time and are provided for evaluation without service commitments. Customer must not use them for live payroll, live accounting, clinical, or other production decisions unless Roblar expressly authorizes that use.
12 Fees and taxes
12.1 Charges. If Customer purchases the Software, fees, billing frequency, licensed scope, renewal, and payment terms are stated in the applicable order, invoice, or subscription terms. Except as required by law or expressly stated in writing, fees are noncancelable and nonrefundable.
12.2 Taxes. Fees exclude sales, use, excise, value-added, and similar transaction taxes. Customer is responsible for taxes arising from its purchase or use, excluding taxes based on Roblar’s net income. Customer will provide valid exemption documentation when applicable.
13 Confidentiality
13.1 Confidential information. Each party may receive nonpublic information that a reasonable person would understand to be confidential, including business plans, pricing, security information, software, credentials, Customer Data, payroll records, and health information (“Confidential Information”). The receiving party will use it only to perform under this Agreement and will protect it with at least reasonable care.
13.2 Permitted disclosure. The receiving party may disclose Confidential Information to personnel and service providers who need to know it and are bound by protective obligations. Confidential Information does not include information the receiving party can document was lawfully known without restriction, independently developed, rightfully received from another source, or publicly available without breach.
13.3 Required disclosure. A party may disclose Confidential Information when required by law, subpoena, or court order, provided it gives advance notice when legally permitted and reasonably cooperates in seeking protective treatment. Each party may disclose this Agreement to its legal, tax, financial, insurance, and investment advisers under confidentiality obligations.
14 Intellectual property feedback and usage data
14.1 Feedback. If Customer voluntarily provides suggestions, ideas, or feedback, Customer grants Roblar a worldwide, perpetual, irrevocable, royalty-free right to use and incorporate it without restriction or attribution, provided Roblar does not identify Customer publicly without permission.
14.2 Usage data. Roblar may generate and use aggregated or de-identified operational and usage information that does not reasonably identify Customer or an individual to operate, secure, analyze, and improve the Software and to report general trends.
14.3 Marks. Neither party may use the other’s name, logos, or trademarks in publicity without prior written permission, except Roblar may identify Customer internally and as necessary to provide support. Any public customer-reference right must be separately agreed in writing.
15 Warranty
15.1 Limited performance warranty. For thirty days after initial paid delivery, Roblar warrants that the Software will perform in all material respects according to its then-current documentation when used in a supported environment. Customer’s exclusive remedy, and Roblar’s entire liability, is for Roblar to use commercially reasonable efforts to correct the verified nonconformity or, if Roblar cannot do so, terminate the affected license and refund prepaid fees allocable to the unused portion of the affected term.
15.2 Exclusions. The warranty does not apply to issues caused by Customer Data, unauthorized changes, misuse, unsupported environments, failure to install updates, third-party products, internet or provider outages, accidents, malware, or use contrary to documentation.
15.3 Disclaimer. EXCEPT FOR THE EXPRESS WARRANTY ABOVE AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SOFTWARE, DOCUMENTATION, SUPPORT, INTEGRATIONS, AND ALL OUTPUTS ARE PROVIDED “AS IS” AND “AS AVAILABLE.” ROBLAR AND ITS LICENSORS DISCLAIM ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, QUIET ENJOYMENT, AND WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. ROBLAR DOES NOT WARRANT THAT RESULTS WILL BE COMPLETE, COMPLIANT, ERROR-FREE, OR SUITABLE FOR CUSTOMER’S PARTICULAR PURPOSE.
16 Limitation of liability
16.1 Excluded damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER ROBLAR NOR ITS LICENSORS OR SERVICE PROVIDERS WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES; LOSS OF PROFITS, REVENUE, GOODWILL, USE, OR DATA; BUSINESS INTERRUPTION; COST OF SUBSTITUTE SERVICES; OR FINES, PENALTIES, TAXES, WAGES, BENEFITS, INTEREST, OR THIRD-PARTY CLAIMS, EVEN IF ADVISED THAT SUCH DAMAGES WERE POSSIBLE.
16.2 Liability cap. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF ROBLAR AND ITS LICENSORS AND SERVICE PROVIDERS ARISING OUT OF OR RELATING TO THE SOFTWARE OR THIS AGREEMENT WILL NOT EXCEED THE FEES CUSTOMER PAID TO ROBLAR FOR THE AFFECTED SOFTWARE DURING THE TWELVE MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM. IF CUSTOMER USED THE SOFTWARE WITHOUT CHARGE, THE CAP IS ONE HUNDRED U.S. DOLLARS.
16.3 Essential allocation. The disclaimers and limits in this Agreement apply regardless of the form of action and even if a remedy fails of its essential purpose. They reflect the parties’ allocation of risk and are an essential basis of the bargain. They do not limit liability that cannot lawfully be limited, including liability for a party’s fraud or willful misconduct where applicable law so provides.
17 Indemnification
17.1 Customer indemnity. To the extent permitted by law, Customer will defend, indemnify, and hold harmless Roblar, its affiliates, licensors, service providers, and their personnel from third-party claims, damages, judgments, penalties, costs, and reasonable attorneys’ fees arising from Customer Data; Customer’s unlawful or unauthorized use; Customer’s payroll, employment, health-care, tax, accounting, or privacy practices; Customer’s violation of another person’s rights; or Customer’s breach of Sections 3, 5, 7, or 8.
17.2 Procedure. Roblar will give prompt notice of an indemnified claim and reasonable cooperation at Customer’s expense. Customer may control the defense with counsel reasonably acceptable to Roblar, but may not settle a claim in a manner that admits fault by Roblar, imposes nonmonetary obligations on Roblar, or fails to provide a full release without Roblar’s prior written consent.
18 Term suspension and termination
18.1 Term. This Agreement begins when Customer first accepts, installs, accesses, or uses the Software and continues until all licenses and subscriptions expire or are terminated (the “Term”). Subscription renewal is governed by the applicable order or subscription terms.
18.2 Suspension. Roblar may suspend access when reasonably necessary to address a security threat, unlawful use, material breach, nonpayment, risk to the Software or other customers, or a third-party provider requirement. When practicable, Roblar will give notice and an opportunity to cure and will limit suspension to the affected feature or account.
18.3 Termination for cause. Either party may terminate this Agreement for a material breach not cured within thirty days after written notice. Roblar may terminate immediately for breach of license or security restrictions, unlawful conduct, insolvency proceedings not dismissed within sixty days, or conduct creating material risk to persons, data, systems, or Roblar’s legal compliance.
18.4 Effect. Upon termination, Customer must stop using the Software and delete or return Roblar’s Confidential Information and installable copies, except archival copies required by law. Customer remains responsible for accrued fees and for reviewing, exporting, retaining, reconciling, or correcting its records. Termination does not reverse transactions already sent to a third-party system.
18.5 Data after termination. Subject to applicable law, separate written terms, and technical feasibility, Roblar may provide a limited period for Customer to export available Customer Data after termination. Roblar may thereafter delete or de-identify Customer Data, except information retained in backups, security records, audit logs, or as required by law. Customer should export needed data before access ends.
18.6 Survival. Sections that by their nature should survive will survive, including ownership, restrictions, confidentiality, disclaimers, limitations, indemnification, payment obligations, effect of termination, dispute terms, and general provisions.
19 Compliance with law
19.1 General compliance. Each party will comply with laws applicable to its performance under this Agreement. Customer is responsible for laws applicable to its industry, workforce, patients, data, business processes, geographic locations, and use of outputs.
19.2 Export and sanctions. Customer will not use, export, re-export, transfer, or permit access to the Software in violation of export-control, economic-sanctions, or import laws. Customer represents that it is not prohibited from receiving the Software under applicable trade restrictions.
19.3 Government users. The Software is commercial computer software and documentation developed at private expense. Government use is subject to the rights and restrictions customarily provided to commercial end users and any mandatory procurement laws.
20 Disputes and governing law
20.1 Good-faith resolution. Before filing a claim, each party will provide written notice describing the dispute and will allow at least thirty days for authorized representatives to attempt a good-faith resolution, unless immediate relief is reasonably necessary to prevent misuse, infringement, unauthorized disclosure, or irreparable harm.
20.2 Governing law and forum. This Agreement is governed by the laws of the U.S. state in which Roblar’s principal place of business is located when the claim arises, without regard to conflict-of-laws rules. The state and federal courts serving that location have exclusive jurisdiction, and each party consents to personal jurisdiction and venue there. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
20.3 Injunctive relief. A breach involving intellectual property, confidentiality, data security, or access restrictions may cause harm not adequately remedied by money damages. Either party may seek appropriate equitable relief without waiving other remedies and, where permitted by law, without posting bond.
21 Changes to this Agreement
21.1 Updates to terms. Roblar may update this Agreement to reflect changes in law, security practices, third-party requirements, or Software features. Roblar will provide notice of material changes through the Software, a product page, email, or another reasonable channel and will state the effective date. Changes do not retroactively reduce rights for a claim that arose before the new effective date.
21.2 Acceptance of changes. If Customer does not agree to a material update, Customer must stop using the affected Software and may terminate as permitted by its order or applicable law. Continued use after the stated effective date constitutes acceptance where permitted by law.
22 Notices
22.1 Notices to Customer. Roblar may provide operational or legal notices through the Software, the account or subscription contact, email, invoice, or the support channel supplied with the Software. Customer will keep its contact information current. Notices are effective when displayed, sent, or delivered, as applicable.
22.2 Notices to Roblar. Customer may provide notices to Roblar Innovation LLC through the support or legal contact identified in the Software, Customer’s order, invoice, or Roblar’s then-current product page. A notice of breach or legal claim must clearly identify Customer, the relevant account or license, and the nature of the matter.
23 General provisions
23.1 Entire agreement and order of precedence. This Agreement, together with applicable orders, privacy disclosures, a signed business associate agreement, and other signed addenda, is the entire agreement regarding the Software and supersedes prior or contemporaneous discussions on that subject. If terms conflict, a signed business associate agreement controls for protected health information, then a signed addendum, then an order, then this Agreement, unless the later document expressly states otherwise.
23.2 Assignment. Customer may not assign or transfer this Agreement or any right to use the Software without Roblar’s prior written consent. Roblar may assign this Agreement in connection with a merger, reorganization, sale of substantially all relevant assets, or to an affiliate. An unauthorized assignment is void.
23.3 Independent parties. The parties are independent contractors. This Agreement does not create a partnership, joint venture, franchise, fiduciary, employment, agency, or exclusive relationship. Neither party may bind the other.
23.4 Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control, including natural disasters, epidemics, labor disputes, war, terrorism, civil unrest, government action, utility or internet failures, cyberattacks, cloud or third-party outages, or widespread service disruptions. This provision does not excuse payment obligations for services already provided.
23.5 Severability and waiver. If a provision is unenforceable, it will be modified to the minimum extent necessary to make it enforceable, and the remainder will remain effective. A waiver must be in writing and applies only to the specific instance. Delay in exercising a right is not a waiver.
23.6 Interpretation. Headings are for convenience only. “Including” means “including without limitation.” “Written” and “in writing” include electronic communications where legally effective. No ambiguity will be construed against a party solely because it drafted the language.
23.7 No third-party beneficiaries. Except for Roblar’s licensors and service providers with respect to protections expressly provided to them, this Agreement creates no third-party beneficiary rights.
24 Electronic acceptance
Customer acknowledges that electronic acceptance, installation, access, or use of the Software is intended to have the same legal effect as a handwritten signature. The individual accepting this Agreement confirms that the individual has read and understands it and has authority to bind Customer. Customer should retain a copy for its records.