UBCC HRM Terms of Service

These Terms of Service (“Terms”) govern access to and use of the UBCC HRM human resources and payroll management platform, including any associated mobile applications, APIs, and support services (collectively, the “Platform”), provided by UBCC HRM, LLC, a Delaware limited liability company (“UBCC HRM,” “we,” or “us”). By creating an account, clicking “I Agree,” or otherwise accessing or using the Platform, the person or entity agreeing to these Terms (“Customer,” “you,” or “your”) accepts them in full. If you are accepting on behalf of an employer or other organization, you represent that you have authority to bind that organization.

1. Eligibility and Accounts

You must be at least 18 years old and have the authority to enter into these Terms on behalf of your organization. You are responsible for maintaining the confidentiality of your login credentials and for all activity that occurs under your account. You agree to provide accurate registration information and to keep it current.

2. Accountant and Third-Party Administrator Access

You may invite a bookkeeper, accountant, or other professional you authorize (an “Administrator”) to access your account on the Platform on your behalf. By sending that invitation, you represent that you have authority to do so, and you authorize the Administrator to act as your representative on the Platform, including entering, reviewing, or correcting Customer Data, configuring account settings and Platform features, inviting other Administrators, and, if you choose to permit it, paying your Fees on your behalf. You are responsible for ensuring that each Administrator you invite complies with these Terms, and for that Administrator’s acts and omissions on the Platform as though they were your own. You may remove an Administrator’s access at any time through the Platform; if you are unable to do so, contact us at info@ubcc.com and we will revoke that access.

3. Description of the Platform

The Platform provides tools for payroll processing, employee records management, benefits administration, time tracking, and related human-resources functions. Certain features (e.g., tax filing, direct deposit, benefits enrollment) may be provided in cooperation with third-party financial institutions, payment processors, or benefits carriers, and are subject to their additional terms, which will be presented to you before those features are enabled. UBCC HRM does not process or store payment card data directly; any card transactions are handled by a third-party, PCI DSS-compliant payment processor.

4. Customer Data; License Grant

As between you and UBCC HRM, you and your organization retain all right, title, and interest in the data you or your employees submit to the Platform, including employee records, payroll data, and related business information (“Customer Data”). You grant UBCC HRM a worldwide, non-exclusive, royalty-free license to access, host, process, transmit, and display Customer Data solely as necessary to (a) provide, maintain, and support the Platform, (b) comply with applicable law (including tax filing and remittance you have authorized), and (c) as otherwise directed by you. UBCC HRM may also generate de-identified and aggregated data derived from Customer Data that cannot reasonably be used to identify you or any individual, and may use that de-identified data to operate, secure, and improve the Platform and its other products.

5. Customer Responsibilities

You are solely responsible for the accuracy, completeness, and legality of all Customer Data you submit, including wage, hour, tax withholding, and benefits information, and for your organization’s compliance with applicable employment, wage-and-hour, tax, immigration, and benefits laws. UBCC HRM is not obligated to independently verify Customer Data and is not responsible for errors, penalties, or liabilities resulting from inaccurate, incomplete, or untimely information you provide. You authorize UBCC HRM and its payment partners to initiate debits and credits to your designated bank account(s) as needed to process payroll, benefits, and tax payments you direct through the Platform.

6. Fees and Payment

Fees are as described in your order form or the pricing then in effect. Fees are non-refundable except as expressly stated. UBCC HRM may suspend access for non-payment after providing notice and a reasonable opportunity to cure, except where immediate suspension is necessary to prevent harm to the Platform or other customers.

7. Intellectual Property

UBCC HRM and its licensors own all right, title, and interest in the Platform, including all software, designs, trademarks, and documentation. Except for the limited right to access and use the Platform granted under these Terms, no rights are granted to you by implication or otherwise. You may not copy, modify, reverse-engineer, resell, or create derivative works of the Platform except to the extent such restriction is prohibited by applicable law.

8. Confidentiality

Each party may receive confidential business, technical, or financial information of the other party. Each party agrees to use the other’s confidential information only to perform its obligations under these Terms, to protect it with at least the same degree of care it uses for its own confidential information (and no less than a reasonable degree of care), and not to disclose it to third parties except to personnel, contractors, or advisors with a need to know and who are bound by confidentiality obligations at least as protective as those in this Section.

9. Data Protection and Security

UBCC HRM will implement and maintain administrative, technical, and physical safeguards designed to protect Customer Data, as further described in the UBCC HRM Privacy Policy and Security Policy, each incorporated into these Terms by reference. Where UBCC HRM processes personal data as a service provider/processor on your behalf, the parties will enter into a Data Processing Addendum governing that processing.

10. Disclaimer of Warranties

EXCEPT AS EXPRESSLY STATED IN THESE TERMS, THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. UBCC HRM DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE.

11. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, OR GOODWILL, ARISING OUT OF OR RELATED TO THESE TERMS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT FOR EACH PARTY’S INDEMNIFICATION OBLIGATIONS, BREACHES OF CONFIDENTIALITY, OR A PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, EACH PARTY’S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS WILL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER TO UBCC HRM IN THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

12. Indemnification

You will indemnify, defend, and hold harmless UBCC HRM from third-party claims arising out of (a) your breach of these Terms, (b) your violation of applicable law, or (c) Customer Data or your use of the Platform in violation of another party’s rights. UBCC HRM will indemnify, defend, and hold harmless Customer from third-party claims alleging that the Platform, as provided by UBCC HRM and used in accordance with these Terms, infringes that third party’s intellectual property rights, subject to customary exclusions (e.g., modified or misused versions of the Platform, or combination with non-UBCC HRM products).

13. Term and Termination

These Terms remain in effect until terminated. Either party may terminate for the other party’s uncured material breach following thirty (30) days’ written notice, or immediately if the other party becomes insolvent. You may terminate for convenience as described in your order form or by canceling your subscription. UBCC HRM may suspend or terminate access immediately, with notice where practicable, to prevent harm to the Platform, other customers, or third parties, or where required by law.

14. Effect of Termination; Data Export and Deletion

For sixty (60) days following termination (the “Retrieval Period”), UBCC HRM will make Customer Data available for export in a commonly used format upon request. Following the Retrieval Period, UBCC HRM will delete or de-identify Customer Data within ninety (90) days, except for data UBCC HRM must retain to comply with tax, employment, or other legal record-keeping obligations, or as reasonably needed for backups, fraud prevention, or dispute resolution, which will be handled in accordance with the Privacy Policy.

15. Dispute Resolution; Arbitration; Class Action Waiver

Except for claims for injunctive relief or claims that may be brought in small claims court, any dispute arising out of or relating to these Terms will be resolved by binding arbitration administered by the American Arbitration Association (AAA), rather than in court, following a required thirty (30)-day period of informal good-faith negotiation. YOU AND UBCC HRM EACH WAIVE THE RIGHT TO A JURY TRIAL AND THE RIGHT TO PARTICIPATE IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. You may opt out of this arbitration agreement by sending written notice to info@ubcc.com within thirty (30) days of first accepting these Terms.

16. Governing Law and Venue

These Terms are governed by the laws of the State of Delaware, without regard to conflict-of-laws principles. Subject to Section 15, the Delaware Court of Chancery will have exclusive jurisdiction over any dispute not subject to arbitration; if a dispute falls outside that court’s subject-matter jurisdiction, it will instead proceed in the state or federal courts located in New Castle County, Delaware.

17. General Provisions

These Terms, together with any order form, the Privacy Policy, the Security Policy, and any Data Processing Addendum, constitute the entire agreement between the parties and supersede all prior agreements on the subject matter. Neither party may assign these Terms without the other’s consent, except in connection with a merger, acquisition, or sale of substantially all assets. Neither party is liable for delays caused by events beyond its reasonable control. If any provision is held unenforceable, the remaining provisions remain in full force. UBCC HRM may update these Terms from time to time and will provide reasonable notice of material changes (e.g., by email or in-Platform notice) before they take effect. Notices to UBCC HRM under these Terms should be sent to UBCC HRM, LLC, 919 North Market Street, Suite 950, Wilmington, DE 19801, Attn: Legal, or to info@ubcc.com.

Version 1 · published 2026-10-07