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Counting Carrots Terms of Use

Version of October 19, 2026

These terms are an agreement between you and One Part Rain, LLC, a Georgia limited liability company ("Counting Carrots", "we", "us"), the maker of the Counting Carrots payroll and bookkeeping app ("the app"). They cover using the app and buying a license for it. Please read them: by choosing "I agree" in the app, or by using the app or buying a license, you agree to them. If you use the app for a business, you agree to them for that business too, and you confirm you're authorized to.

1. What Counting Carrots is, and isn't

Counting Carrots is software that helps a small business with its books, its payroll, its contractors, and the forms, deadlines, notices and reminders that go with them: books kept from your bank and card transactions, with categories, reconciliation, budgets, reports, income and expenses by tax-return line, and amounts to bring into tax software such as TurboTax; paychecks and tax withholding; employer taxes and the deposit schedule; the federal and state returns and forms it fills in, such as Forms 941, 940 and 945, W-2s and 1099s; which contractors need a 1099, backup withholding, and whether you must e-file; estimated-tax reminders for owners; corrections; new-hire forms and Form I-9; electronic consent to get forms by email; the notices states require; and the year-end packet for your accountant. It does arithmetic, fills in forms, and keeps lists and reminders from the information you give it.

Where the app decides something for you (for example who needs a 1099, which deposit schedule you're on, whether a consent counts, whether you must e-file, which notices apply, when a form is due, whether a credit might apply, which category or tax-return line a transaction goes on, or which transactions are duplicates or match a payday), that is the app's reading of the rules from the information you entered, not a determination by a professional. Check it, including the tax-return-line amounts before you file with them. The app's lists, reminders and checklists may be incomplete: something not on a checklist may still be due.

It is not tax, legal, accounting, or financial advice, and using it doesn't make us your tax preparer, accountant, or payroll provider. The app doesn't move money, pay anyone, or file anything for you. You do those things yourself.

2. You're responsible for your payroll and books

You are responsible for your payroll and books and everything that comes from them, including:

  • paying your people the right amounts, on time;
  • withholding, depositing, and paying the right taxes, on time;
  • filing the right tax returns and forms, on time;
  • keeping the records the law requires, for as long as it requires them, including after you stop using the app: your company file and its backups, the signed and filed copies of forms (such as W-4s, state withholding certificates, and I-9s), the returns you filed and their confirmations, your pay records, and your books and the receipts behind them; and
  • making sure the information you enter is correct, and that you're allowed to keep your employees' and contractors' personal information.

Tax rules are complicated, they change, and they have exceptions the app may not handle. Check every amount, form, and due date before you pay anyone or file anything, and have your accountant or tax professional look over your payroll and filings. Any taxes, penalties, or interest you owe are yours to pay, even if an amount or date from the app was wrong.

3. Your license to use the app

The app is for businesses in the United States, for business use. It isn't for personal, family, or household purposes, and it isn't for household employers (for example someone paying a nanny or caregiver for their own home). By using it you confirm you're an adult, in the United States, using the app for a business.

We let you install and use the app to run payroll and keep books for your own business (or businesses), and, if you're a bookkeeper or accountant, for your clients' businesses. This permission is personal to you: you can't sell, rent, or give it to someone else.

Some use of the app is free, as the app and our website explain. Beyond that, the app needs a license, and each business whose payroll or books it keeps needs its own license, including each client of a bookkeeper or accountant. A license is good for one year from the day it's bought: it covers that business's paydays and contractor payments dated through the day before the anniversary of its purchase, and changes to its books made through that day, including the updates we release. You may put your licenses on the computers used for that business's payroll and books.

If a business lets other people use the app for it (an employee, a bookkeeper, or someone it shares its company file with), these terms apply to them too, and the business is responsible for what they do with the app.

Please don't share or post your license, get around the app's license checks, or copy, change, or take apart the app except as the law allows. We may cancel a license that was refunded, charged back, or shared publicly.

Licenses are paid for through our payment provider, which handles checkout, sales tax, receipts, and refunds under its own terms.

4. Your data stays on your computer

Your company file, with your books, payroll, company, and employee information, is kept on your computer (or wherever you choose to save it). There's no Counting Carrots account, and no Counting Carrots server keeps your company file. Apart from what this section lists, the app doesn't send your books, payroll, company, or employee information to us. We can't see your company file, and we can't get it back for you if it's lost, so keep backups and keep your computer secure.

When it starts, the app asks our website whether a newer version is available. That request contains the app's version number and, like any internet request, shows our web host your computer's IP address; it contains nothing from your company file. If you choose to install an update, it's downloaded from our website or from GitHub, where our downloads are kept.

Other information leaves your computer only when you choose it:

  • pay stubs and forms you email go through the email provider you set up in the app;
  • backups you put in a cloud-drive folder (such as iCloud Drive, Dropbox, OneDrive, or Google Drive) are kept by that provider under its terms;
  • if you connect a bank, you sign in to it at SimpleFIN Bridge, a paid service run by us, One Part Rain, LLC, doing business as SimpleFIN, under its own terms and privacy policy. SimpleFIN Bridge (and the services it uses to reach banks) gets your bank sign-in and those accounts' balances and transactions, as its terms and privacy policy say. The app gets them from SimpleFIN Bridge directly, on your computer;
  • feedback and crash reports you send from the app (Help → Feedback…, or the form shown when something goes wrong) go to us, through our website, with what you wrote, your email address, the app's version, and whatever you choose to include: the app's log, a screenshot of the window (with dollar amounts if you choose to show them), and pictures you add, which are sent as they are; and
  • if you share a company file with other people over your network, it goes directly between your computers, not through us.

When you buy a license, our payment provider handles your payment details. We use your name and email address to make your license, email it to you, and help you if you contact us. We don't sell your information. Our privacy policy, at countingcarrots.com/privacy, says what we collect when you buy a license, visit our website, or write to us, and what we do with it.

5. Government agencies, their forms, and other websites

Counting Carrots isn't affiliated with, endorsed by, or certified by the IRS, the Social Security Administration, the U.S. Department of Labor, or any state or local revenue, labor, unemployment, or new-hire agency. It isn't a "certified payroll" product, it isn't an Authorized IRS e-file Provider, and it doesn't send anything to any agency. The agencies' names belong to them.

The agency forms the app fills in are reproductions of the official forms as they were published when that version of the app was released, and the agency may have revised them since. The agency's current form and instructions govern. Where an agency requires an official or approved form (for example the red-ink Copy A of a W-2 or 1099), getting and using it is your job.

The app links to, and gives step-by-step "Show me how" instructions for, websites we don't control: agency sites (such as EFTPS, the SSA's Business Services Online, IRIS, and state portals), notice sources, email providers, and cloud drives. Those sites and what's on them are theirs, under their own terms, and they can change without telling us. Our steps are a convenience and can be wrong or out of date. Where they differ, the agency's own instructions and deadlines control (see also section 13).

6. Keeping the app up to date

Tax rules in a version of the app are the ones we knew of when we released it. Before each payday and filing, install the current version, or check countingcarrots.com and the app's Tax tables tab. Amounts from a version we have superseded, or from a payday or payment dated after the period a version's tables cover, are at your risk, and section 8 applies to them.

We try to release updates when rules change, but we don't promise that one will be available by any date; rules sometimes change mid-year or retroactively.

7. NO WARRANTY

We provide Counting Carrots "as is" and "as available". We don't promise that it is free of errors, that it handles your situation, or that any amount, form, rate, or due date it gives you is correct, complete, or up to date. To the fullest extent the law allows, we disclaim all warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, and non-infringement.

8. LIMITS ON OUR LIABILITY

To the fullest extent the law allows, we are not liable for any indirect, incidental, special, consequential, or punitive damages, or for any taxes, penalties, interest, fines, wages, lost profits, lost data, or the cost of substitute services or of re-doing your payroll or filings, that come from using (or not being able to use) the app, even if we were told they might happen.

If the app doesn't work as it should, your only remedy is a refund of the price paid for the Counting Carrots license for the business concerned.

Separately, and to the fullest extent the law allows, our total liability for anything to do with the app or these terms is limited to the greater of (a) the total price paid for your Counting Carrots licenses in the 12 months before the claim arose and (b) US $100.

These limits apply whether a claim is in contract, tort (including negligence), statute, or otherwise, and even if a remedy fails of its essential purpose. Nothing in these terms limits liability that can't be limited by law, including for our fraud, gross negligence, or willful misconduct. Some places don't allow some of these limits. Where that's so, they apply as far as the law allows.

9. YOU'LL COVER US FOR CLAIMS ABOUT YOUR PAYROLL

The law makes the employer, and the people responsible for its payroll, liable for paying its people and for withholding, depositing, and paying its taxes. This section puts that in our agreement.

You (and the business you use the app for) will defend, indemnify, and hold harmless One Part Rain, LLC and its members, managers, employees, contractors, and successors from any claim by someone else (such as an employee, a contractor, the IRS, the Social Security Administration, a state or local agency, a payment processor, or anyone whose information was entered in the app), and from the penalties, interest, damages, settlements, and costs (including reasonable attorneys' fees) that come from it, that arises from your payroll, your filings and payments, the information you or your users entered or kept in the app, or your (or your users') use of the app or breach of these terms. That includes claims that an amount, form, or date from the app was wrong. It doesn't cover claims caused by our fraud, gross negligence, or willful misconduct.

We'll tell you in writing promptly about a claim this covers. We may control the defense with counsel we choose, and you'll reasonably cooperate. You won't settle a claim in a way that admits fault for us or puts an obligation other than paying money on us without our written consent.

10. Changes to these terms

We may update these terms. The date at the top shows which version this is. When they change, the app will ask you to agree to the new terms. If you've agreed to an earlier version, the app may let you put off agreeing for a short time; until you agree, the version you agreed to still applies, and after that time you must agree to keep using the app. The current terms are always on our website.

11. Ending

You can stop using the app at any time. If you break these terms, your permission to use the app ends. Sections 2, 4, 5, 6, 7, 8, 9, 12, and 13 keep applying after that.

12. Law and disputes

These terms, and anything to do with the app, are governed by the laws of the State of Georgia, USA, without regard to its rules about which place's law applies. Any dispute about the app or these terms will be decided only in the state or federal courts located in Georgia, and you and we agree to those courts' jurisdiction.

This doesn't stop either of us from bringing a small claim in a Georgia magistrate court, or us from asking any court to stop someone misusing the app or its licenses.

13. The rest of the agreement

These terms are the whole agreement between you and us about the app and its licenses. The app's help, hints, examples, and checklists, and our website, are there to help you; they aren't promises or warranties, and they aren't part of these terms.

If any part of these terms can't be enforced, it applies as far as the law allows and the rest of the terms still apply. If we don't enforce a part of these terms right away, we can still enforce it later.

You can't transfer these terms or your license to someone else without our written permission. We may transfer them to someone who takes over the app.

Notices to us go to support@countingcarrots.com. We'll send notices to you at the email address you bought a license with, or show them in the app.

14. Questions

Write to us at support@countingcarrots.com. Our privacy policy is at countingcarrots.com/privacy.