Terms of Service Beta

The agreement

Willow Workbench is a set of tools for UKG Pro Workforce Management implementers, run by Purple Willow Consulting, LLC ("we", "us"). By accepting an invitation or using the service you agree to these terms and to our Privacy Policy, which explains how we handle data.

If you use the service for an organization (your "customer organization"), you confirm that you can accept these terms on its behalf, and "you" includes that organization. If your organization has signed a separate written agreement with us, that agreement wins where it differs from these terms.

Beta service

The service is currently offered as a beta. By using it you accept that:

• tools are still being tested, and may contain errors, give incomplete or incorrect results, or stop working;
• features, plans and prices may change, and tools may be added or withdrawn, as we learn from the beta;
• the service may be interrupted or taken down for updates without notice, and there is no uptime commitment;
• we may ask for your feedback, and may contact you about problems you or the service run into.

We'll tell account holders by email when the service leaves beta, and these terms will be updated at that time.

Accounts and access

• Accounts are by invitation only. Each account belongs to one person and one customer organization.
• Keep your password private and don't share your account. We recommend turning on two-factor authentication.
• Customer administrators are responsible for who they invite and for removing people who should no longer have access.
• Tell us straight away at [email protected] if you think someone has used your account without permission.
• You're responsible for what happens under your account, unless it was caused by our failure to protect it.

Subscriptions and payment

Access to the tools depends on your organization's plan. Plans are billed monthly or yearly in advance, at the price in your order or invoice, plus any applicable taxes.

• Renewal. Subscriptions renew automatically for the same period unless cancelled before the renewal date.
• Cancelling. You can cancel at any time by emailing us. Access continues until the end of the period you've paid for.
• Refunds. Fees already paid are non-refundable, including for partly used periods, except where the law requires otherwise or we end your subscription without cause.
• Price changes. We'll give you at least 30 days' notice by email before a new price applies, starting at your next renewal.
• Late payment. If an invoice is unpaid 30 days after it's due, we may suspend access after telling you.
• Plan contents. We may add tools to a plan at any time. We won't remove a tool you rely on from your plan during a paid period without offering a fair adjustment.

Your data and client data

You (or your clients) keep all rights to the data you bring to the service: SDM exports, configuration fetched from UKG, and the results the tools produce from them. You give us permission to process that data only as needed to provide the service, support you and keep it secure.

Client data may include personal data about your clients' employees. You confirm that you have the right and any authorization or consent required to connect each UKG environment and upload each file, and that doing so doesn't breach your agreements with your clients or with UKG. For that data we act on your instructions, and we handle it as described in our Privacy Policy: uploaded files and UKG data are processed and not kept (an upload waits, encrypted, only until its tool reads it), results are kept, encrypted, for at most 24 hours, and UKG credentials are encrypted. The most any tool keeps about a real employee is their person number; the only names it keeps belong to made up test employees. The exceptions are the changed copy of your own file that a file utility hands back, API Probe, which only our administrators can use, and Pay Policy Analysis's usage check, which also keeps the shifts people worked on work rule transfers, each with the person number, date, punch in and punch out times, total hours and the hours (or money amount) of each pay code it paid.

We keep client data confidential and don't use it to train models, build products or market to anyone.

Our Data Processing Addendum is part of these terms. It sets out how we process client data for you, our sub-processors, how we tell you about a security incident, and when data is deleted.

Acceptable use

When you use the service, you agree not to:

• connect to a UKG environment, or upload data, you aren't authorized to use;
• share your account, or give access to anyone outside your customer organization;
• try to get around plan limits, access controls, rate limits or security measures, or probe or scan the service for weaknesses;
• overload the service or UKG, for example with automated scripts or unreasonable volumes of requests;
• upload malware or anything unlawful;
• copy, resell, or reverse engineer the service, or use it to build a competing product (see No competing products);
• share our confidential information, except as Confidential information allows;
• use the service in a way that breaks the law or anyone else's rights.

If you find a security problem, please tell us at [email protected] rather than testing it further.

UKG and other services

Purple Willow Consulting is independent and is not affiliated with, endorsed by or sponsored by UKG. UKG and UKG Pro Workforce Management are trademarks of their owner.

The tools use UKG's APIs and data formats under your own credentials, and your use of UKG remains subject to your (or your client's) agreement with UKG. UKG can change its APIs, exports or limits without notice, which may stop a tool working until we update it. We aren't responsible for UKG's services or for changes made to a UKG environment by anyone other than us.

Using the results

The tools read and summarize configuration to help you review it. They don't change your UKG environments unless a tool clearly says it will and you ask it to. Results can be incomplete; for example, some rule types aren't available from the UKG API and are marked as such.

You're responsible for checking results before you rely on them, including before making pay, timekeeping or configuration decisions. The service is not legal, payroll, tax or compliance advice.

Changes to the service

We improve the service regularly, and may add, change or retire features. Some tools may be offered as previews or marked as in development; they may change or be withdrawn at any time. We aim to keep the service available but don't promise any particular uptime, and we may pause it for maintenance.

Our intellectual property

The service, its software, its design and how its tools work belong to Purple Willow Consulting. During your subscription you may use the service for your own and your clients' work. These terms don't give you any other rights in it.

If you send us ideas or feedback, we may use them freely and without owing you anything.

Confidential information

How the tools work is our trade secret. That means their own methods, logic, rules and settings, and how they work out their results, wherever you see them. It doesn't include your data, your clients' data, your UKG setup or your results themselves. How the tools work, and anything else we share with you that isn't public, such as our security policies and questionnaire answers, is our confidential information. You agree to:

• keep it confidential, and share it only with people in your customer organization who need it to use the service, with your own auditors and advisers, and, for our security information, with the clients whose data you bring to the service, as long as each is bound to keep it confidential. You're responsible for anyone you share it with;
• use it only for using the service, or checking our security, for your own and your clients' work;
• protect it with at least the care you give your own confidential information, and never less than reasonable care;
• tell us straight away if you learn it has been shared or used without permission;
• when the agreement ends, delete or return any of our confidential information you hold, such as copies of our security policies, if we ask.

Your results are yours (or your clients') to use and share as the tools produce them (see Your data and client data). Don't add anything else you've learned about how the tools worked them out.

This doesn't cover information that is or becomes public through no fault of yours, that you already knew or developed independently without using ours, or that you received from someone free to share it. It also doesn't stop you using your own UKG skills and general know-how, or explaining to your clients what a result means for their setup, or showing them the service while you work with them. If the law makes you disclose it, tell us first where the law allows, and disclose only what's required.

This duty lasts while the agreement does and for 3 years afterwards, and for our trade secrets for as long as they stay secret. Because a breach could harm us in ways money can't put right, we may ask any court that can hear it, not only those named in Governing law, to stop it, as well as seeking any other remedy.

We'll treat your non-public business information, such as which clients you work with, the same way.

No competing products

The tools and how they work are our know-how and trade secrets, and what they produce reflects that know-how. In return for access, you agree that while you use the service and for 12 months afterwards, you won't, and won't help anyone else to:

• develop, or have developed, a product or tool that copies or is based on the service, its features, workflows, analyses, report layouts or design;
• use the service, its results, or anything you learn about how it works, to build or improve a product that competes with it;
• reverse engineer, decompile, scrape or otherwise try to extract the service's logic or source code.

This doesn't stop you doing your ordinary implementation and consulting work, using UKG's own tools, or using tools you built independently without reference to the service. If you're unsure whether something is allowed, ask us first at [email protected].

Disclaimer

Except as expressly stated in these terms, the service, including every beta feature, is provided "as is" and "as available". To the fullest extent the law allows, we disclaim all other warranties, express or implied, including merchantability, fitness for a particular purpose, accuracy and non-infringement, and we don't promise that the service will be uninterrupted or error-free.

Limitation of liability

To the fullest extent the law allows, neither party is liable for any indirect, incidental, special, consequential or punitive damages, or for lost profits, revenue, data or goodwill, arising out of or relating to these terms or the service, even if told they were possible. Our total liability for all claims relating to the service is limited to the fees you paid us for it in the 12 months before the event giving rise to the claim.

These limits don't apply to liability that can't be limited by law, such as for fraud. These limits also don't apply to a breach of the Confidential information or No competing products sections.

Indemnity

You'll defend and indemnify Purple Willow Consulting against third-party claims arising from data you brought to the service without the right to do so, or from your breach of the acceptable use rules.

Suspension and termination

You can stop using the service at any time. We may suspend or close an account that breaks these terms, puts the service or other customers at risk, or is unpaid, and we'll tell you why unless the law or a security risk prevents it. Your organization's administrator can also remove your account.

When an account is closed, we delete its UKG environments and saved credentials. The sections on your data, intellectual property, confidential information, no competing products, disclaimer, limitation of liability, indemnity and governing law continue to apply after the agreement ends.

Governing law

These terms are governed by the laws of the Commonwealth of Pennsylvania, without regard to its conflict of laws rules. Any dispute will be heard in the state or federal courts located in Lancaster County, Pennsylvania, and both parties agree to those courts' jurisdiction.

If any part of these terms can't be enforced, the rest still applies. Not enforcing a term straight away doesn't mean we've waived it. You may not transfer these terms without our consent; we may transfer them as part of a sale or reorganization of our business.

Changes to these terms

We may update these terms as the service changes. We'll change the date at the top, and for significant changes we'll let account holders know by email at least 30 days before they take effect. Continuing to use the service after that means you accept the new terms.