Terms of Service


**Last Updated:** January 18, 2025


These Terms of Service ("Terms") govern your access to and use of Number Ready's payroll calculation platform ("Service") operated by Number Ready ("we," "our," or "us"). By creating an account or using the Service, you agree to be bound by these Terms.


PLEASE READ THESE TERMS CAREFULLY BEFORE USING THE SERVICE.



1. Acceptance of Terms


By accessing or using the Service, you agree to:

  • These Terms of Service
  • Our Privacy Policy
  • All applicable laws and regulations

    • If you do not agree to these Terms, you may not use the Service.


    **We reserve the right to modify these Terms at any time.** Material changes will be communicated via email or prominent notice on the Service with 30 days' advance notice. Continued use after changes take effect constitutes acceptance.



    2. Service Description


    Number Ready provides a payroll calculation platform designed for fitness and wellness businesses. The Service includes:

  • **Payroll calculations:** Calculate employee wages, bonuses, commissions, and other compensation
  • **Time tracking integration:** Sync hours worked from ClubReady or manual entry
  • **Compensation plans:** Configure complex pay structures (hourly, tiered commissions, bonuses)
  • **Payroll export:** Export payroll data to Gusto or other payroll processors
  • **Period management:** Organize payroll by periods (bi-weekly, monthly, etc.)
  • **Employee management:** Track employee information and compensation history
  • **Reporting and analytics:** View payroll summaries and trends

    • **The Service is provided "as is" without warranties of any kind.** We do not guarantee:

  • Uninterrupted or error-free operation
  • Accuracy of calculations (you are responsible for verifying all payroll data)
  • Compliance with specific tax or employment laws (consult qualified professionals)
  • Compatibility with all third-party services


    • 3. Eligibility


    To use the Service, you must:

  • Be at least 18 years of age
  • Have legal authority to enter into binding contracts
  • Provide accurate and complete information during registration
  • Comply with all applicable federal, state, and local laws

    • If you are using the Service on behalf of a business or organization:

  • You represent that you have authority to bind that entity to these Terms
  • References to "you" include both you individually and the entity you represent


    • 4. Account Registration


    4.1 Account Creation

    To access the Service, you must create an account by providing:

  • Valid email address
  • Secure password
  • Company/business name
  • Billing information (for paid subscriptions)

    • 4.2 Account Security

    You are responsible for:

  • Maintaining the confidentiality of your account credentials
  • All activities that occur under your account
  • Notifying us immediately of any unauthorized access or security breach

    • **We will never ask for your password via email or phone.** If you suspect unauthorized access, change your password immediately and contact support@numbeready.com.


    4.3 Account Termination

    We reserve the right to suspend or terminate your account if you:

  • Violate these Terms
  • Provide false or misleading information
  • Engage in fraudulent or illegal activities
  • Abuse the Service or harm other users
  • Fail to pay applicable fees


    • 5. Subscription and Payment


    5.1 Subscription Plans

    The Service offers:

  • **Free Tier:** Limited features for evaluation purposes
  • **Paid Subscriptions:** Unlock full payroll calculation features, unlimited employees, advanced reporting

    • Subscription details and pricing are available at numbeready.com/pricing.


    5.2 Billing

  • All payments are processed securely through Stripe (we do not store your payment card information)
  • Subscriptions auto-renew unless cancelled before the renewal date
  • You authorize us to charge your payment method for all applicable fees
  • All fees are non-refundable except as required by law or at our sole discretion

    • 5.3 Price Changes

    We may change subscription prices with 30 days' advance notice. Price changes will apply to:

  • New subscriptions immediately
  • Renewing subscriptions at the next billing cycle

    • Your continued use after a price change constitutes acceptance of the new pricing.


    5.4 Refund Policy

    We do not offer refunds for partial subscription periods. If you cancel:

  • Your subscription remains active until the end of the current billing period
  • You will not be charged for subsequent periods
  • You retain access to paid features until subscription expires

    • 5.5 Payment Failures

    If payment fails:

  • We will attempt to charge your payment method multiple times
  • You will receive email notifications about failed payments
  • After 7 days, your account may be downgraded to the free tier or suspended
  • Data retention policies apply (see Section 12)


    • 6. Acceptable Use Policy


    6.1 Permitted Use

    You may use the Service to:

  • Calculate payroll for your legitimate business operations
  • Export payroll data to authorized payroll processors
  • Store employee and compensation information securely
  • Generate reports for business purposes

    • 6.2 Prohibited Use

    You may NOT:

  • **Submit inaccurate data:** Provide false or misleading payroll information
  • **Violate laws:** Use the Service to violate wage/hour, tax, or employment laws
  • **Unauthorized access:** Access accounts, data, or systems you're not authorized to access
  • **Share credentials:** Allow unauthorized users to access your account
  • **Reverse engineer:** Decompile, disassemble, or reverse engineer the Service
  • **Automated abuse:** Use bots, scrapers, or automated tools to access the Service
  • **Resell data:** Resell, redistribute, or sublicense Service features or data
  • **Interfere with operations:** Introduce viruses, malware, or disrupt Service infrastructure
  • **Harass others:** Use the Service to harass, threaten, or harm other users
  • **Circumvent limits:** Attempt to bypass usage restrictions or security measures

    • Violation of these prohibitions may result in immediate account termination and legal action.



    7. Intellectual Property


    7.1 Our Intellectual Property

    Number Ready owns all rights, title, and interest in:

  • The Service software, code, and infrastructure
  • Trademarks, logos, and branding
  • Documentation, guides, and educational content
  • Algorithms, processes, and calculation methodologies

    • You may not copy, modify, distribute, sell, or lease any part of our Service without written permission.


    7.2 Your Data

    You retain all rights to:

  • Employee data you input or upload
  • Payroll calculations and results
  • Reports and exports you generate

    • **However:** Your data is subject to:

  • These Terms
  • Applicable employment and tax laws
  • Retention requirements (see Section 12)
  • Third-party service terms (e.g., ClubReady, Gusto)

    • 7.3 Feedback and Suggestions

    If you provide feedback, suggestions, or ideas about the Service:

  • You grant us a perpetual, worldwide, royalty-free license to use them
  • We have no obligation to implement your suggestions
  • We may use your feedback without compensation or attribution


    • 8. Data and Privacy


    8.1 Privacy Policy

    Your use of the Service is governed by our Privacy Policy, which explains:

  • What data we collect
  • How we use and share your data
  • Your rights and choices
  • Data security measures

    • Please review the Privacy Policy at numbeready.com/privacy.


    8.2 Third-Party Integrations

    When you connect third-party services (ClubReady, Gusto):

  • You authorize us to access data necessary to provide the Service
  • OAuth tokens are encrypted and stored securely
  • You can revoke access at any time through your account settings
  • Third-party services have their own terms and privacy policies

    • 8.3 Data Security

    We implement industry-standard security measures:

  • Encryption in transit (TLS 1.3) and at rest (AES-256)
  • Multi-factor authentication for administrative access
  • Regular security audits and monitoring
  • Incident response procedures

    • **However:** No system is 100% secure. You are responsible for:

  • Maintaining secure passwords
  • Verifying accuracy of all payroll data before submission
  • Complying with data protection laws applicable to your business


    • 9. Employment Law Compliance


    9.1 Your Responsibilities

    As the employer, you are solely responsible for:

  • **Wage/hour compliance:** Ensuring payroll complies with federal, state, and local wage laws (FLSA, state minimum wage, overtime rules)
  • **Tax withholding:** Properly calculating and remitting payroll taxes (consult a tax professional)
  • **Employee classification:** Correctly classifying employees as exempt/non-exempt, W-2/1099
  • **Record keeping:** Maintaining accurate payroll records per legal requirements (typically 3-7 years)
  • **Legal compliance:** Complying with all applicable employment, labor, and tax laws

    • 9.2 Not Legal or Tax Advice

    Number Ready provides calculation tools only. **We do NOT provide:**

  • Legal advice on employment law compliance
  • Tax preparation or filing services
  • Accounting or financial advice
  • HR compliance consulting

    • **Consult qualified professionals** (attorneys, CPAs, payroll specialists) for guidance specific to your situation.


    9.3 Accuracy of Calculations

    While we strive for accuracy:

  • **You are responsible for verifying all calculations** before processing payroll
  • Calculation errors may occur due to incorrect input data, software bugs, or complex scenarios
  • We are not liable for payroll errors, underpayments, overpayments, or tax penalties
  • Always review payroll results before submission to processors or payment to employees


    • 10. Disclaimers and Limitation of Liability


    10.1 Disclaimers

    THE SERVICE IS PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO:


  • **No warranty of accuracy:** We do not guarantee that payroll calculations are accurate, complete, or compliant with laws
  • **No warranty of availability:** We do not guarantee uninterrupted, timely, or error-free operation
  • **No warranty of compatibility:** We do not guarantee compatibility with all third-party services
  • **No warranty of merchantability or fitness:** The Service may not be suitable for your specific use case

    • Some jurisdictions do not allow disclaimer of implied warranties, so some of these disclaimers may not apply to you.


    10.2 Limitation of Liability

    TO THE MAXIMUM EXTENT PERMITTED BY LAW:


    We are NOT liable for:

  • Indirect, incidental, consequential, or punitive damages
  • Loss of profits, revenue, data, or business opportunities
  • Cost of substitute services or procurement
  • Payroll errors, tax penalties, or employment law violations
  • Damages arising from third-party services (ClubReady, Gusto, Stripe)
  • Damages exceeding the amount you paid us in the last 12 months

    • Our total liability is capped at the lesser of:

  • $100, OR
  • The amount you paid for the Service in the 12 months prior to the claim

    • This limitation applies even if we've been advised of the possibility of such damages.


    10.3 Exceptions

    Some jurisdictions do not allow limitation of liability for certain types of damages. If these laws apply to you, some or all of the above limitations may not apply.



    11. Indemnification


    You agree to indemnify, defend, and hold harmless Number Ready, its officers, directors, employees, and agents from any claims, damages, losses, liabilities, and expenses (including attorney's fees) arising from:

  • Your use or misuse of the Service
  • Violation of these Terms
  • Violation of any law or regulation
  • Violation of any third-party rights
  • Inaccurate or misleading information you provide
  • Payroll errors or employment law violations
  • Claims by your employees related to payroll or compensation

    • We reserve the right to assume exclusive defense and control of any matter subject to indemnification by you.



    12. Term and Termination


    12.1 Term

    These Terms remain in effect for as long as you use the Service.


    12.2 Termination by You

    You may cancel your subscription at any time through your account settings. Upon cancellation:

  • Your subscription remains active until the end of the current billing period
  • You will not be charged for subsequent periods
  • Your data is retained per our data retention policy (see Section 12.3)

    • 12.3 Termination by Us

    We may suspend or terminate your account immediately if:

  • You violate these Terms
  • You engage in fraudulent or illegal activities
  • Your account is inactive for more than 12 months (free tier accounts)
  • Required by law or legal process

    • Upon termination:

  • Your access to the Service is immediately revoked
  • We are not liable for any damages or losses resulting from termination

    • 12.4 Data Retention After Termination

    After account termination:

  • **30-day grace period:** Data is soft-deleted but recoverable upon request
  • **After 30 days:** Data is permanently deleted and cannot be recovered
  • **Legal retention:** Payroll records may be retained for 7 years for legal compliance (tax, employment law)
  • **Backups:** Automated backups are retained for 30 days, then deleted

    • You are responsible for exporting your data before termination if you want to retain it.


    12.5 Survival

    The following sections survive termination:

  • Intellectual Property (Section 7)
  • Disclaimers and Limitation of Liability (Section 10)
  • Indemnification (Section 11)
  • Dispute Resolution (Section 13)
  • General Provisions (Section 16)


    • 13. Dispute Resolution


    13.1 Informal Resolution

    Before filing a legal claim, you agree to:

    1. Contact us at legal@numbeready.com

    2. Provide a detailed description of the dispute

    3. Attempt to resolve the matter informally for 30 days


    Most disputes can be resolved through this process.


    13.2 Governing Law

    These Terms are governed by the laws of the United States and the State of [Your State], without regard to conflict of law provisions.


    13.3 Arbitration

    Any dispute that cannot be resolved informally shall be resolved through binding arbitration, not in court.


  • Arbitration is conducted by the American Arbitration Association (AAA)
  • Arbitration is held in [Your State]
  • Each party pays their own attorney's fees (unless awarded by arbitrator)
  • The arbitrator's decision is final and binding
  • You waive your right to a jury trial
  • You waive your right to participate in class action lawsuits

    • **Exception for small claims:** You may bring claims in small claims court if the claim qualifies.


    13.4 Class Action Waiver

    YOU AGREE TO RESOLVE DISPUTES WITH US ON AN INDIVIDUAL BASIS ONLY.


    You waive any right to:

  • Participate in class action lawsuits
  • Join in consolidated proceedings with other users
  • Serve as a representative or class member in class or representative actions


    • 14. Service Changes and Availability


    14.1 Right to Modify

    We reserve the right to:

  • Modify, suspend, or discontinue any part of the Service at any time
  • Change features, functionality, or user interface
  • Add or remove integrations with third-party services
  • Update calculation methodologies or algorithms

    • For material changes:

  • We will provide 30 days' advance notice via email
  • You may cancel your subscription if you disagree with changes
  • Continued use after changes take effect constitutes acceptance

    • 14.2 Downtime and Maintenance

    The Service may be temporarily unavailable due to:

  • Scheduled maintenance (announced in advance when possible)
  • Emergency maintenance or security patches
  • Third-party service outages (Vercel, Neon, Stripe, etc.)
  • Force majeure events

    • We are not liable for any damages resulting from Service unavailability.



    15. General Provisions


    15.1 Entire Agreement

    These Terms, together with our Privacy Policy, constitute the entire agreement between you and Number Ready regarding the Service. They supersede all prior agreements or understandings.


    15.2 Severability

    If any provision of these Terms is found to be invalid or unenforceable:

  • That provision is severed from the Terms
  • The remaining provisions remain in full force and effect
  • The invalid provision is replaced with a valid provision that most closely matches the original intent

    • 15.3 No Waiver

    Our failure to enforce any provision of these Terms does not constitute a waiver of that provision or our right to enforce it in the future.


    15.4 Assignment

    You may not assign or transfer these Terms or your account without our written consent. We may assign these Terms to any successor entity in connection with a merger, acquisition, or sale of assets.


    15.5 Force Majeure

    We are not liable for any failure to perform due to causes beyond our reasonable control, including:

  • Natural disasters, wars, or terrorism
  • Internet or telecommunications failures
  • Government actions or regulations
  • Third-party service outages

    • 15.6 Relationship of the Parties

    These Terms do not create any partnership, joint venture, employment, or agency relationship between you and Number Ready.


    15.7 Export Compliance

    You agree to comply with all applicable export and import laws when using the Service.



    16. Contact Information


    For questions, concerns, or notices regarding these Terms:


    Number Ready

  • **General Support:** support@numbeready.com
  • **Legal Inquiries:** legal@numbeready.com
  • **Security Issues:** security@numbeready.com

    • Notices to Number Ready must be sent via email to legal@numbeready.com and will be deemed received when we acknowledge receipt.


    Notices to you will be sent to the email address associated with your account and will be deemed received 24 hours after sending.



    17. Acknowledgment


    By using Number Ready, you acknowledge that:

  • You have read and understood these Terms
  • You agree to be bound by these Terms
  • You understand that payroll calculations require verification
  • You are responsible for employment law compliance
  • You have consulted qualified professionals for legal/tax advice as needed

    • Thank you for using Number Ready. We're committed to providing a reliable, secure payroll calculation platform for your business.


    For questions about these Terms, contact legal@numbeready.com