Terms of Service

To use Payroom you must be at least 18 years old and either:

• a resident of Canada, excluding the province of Quebec; or
• a resident of the United States.

Payroom is not available to residents of Quebec. If you are a resident of Quebec, you are not permitted to create an account or use the Service. We will announce availability in Quebec once we have the required compliance controls in place.

By using the Service you represent that you meet the requirements above and that all information you provide is accurate.

You are responsible for keeping your Payroom account credentials confidential and for all activity under your account. Notify us immediately at security@payroom.app if you suspect unauthorized access. Multi-factor authentication using a time-based one-time password (TOTP) authenticator app is required to sign up and to sign in to Payroom; the full enrollment flow is part of account creation and cannot be skipped.

Payroom is a read-only personal finance tool. With your permission, we connect to your financial accounts, read transaction and balance information, and present projections and recommendations back to you. Payroom:

• Does not move money. We do not initiate transfers, payments, or any funds-flow on your behalf.
• Does not hold deposits. We are not a bank, a credit union, a broker-dealer, a payment processor, or a licensed financial advisor in any jurisdiction.
• Does not provide financial, investment, insurance, accounting, tax, or legal advice. Projections and payment recommendations are informational estimates based on the data we observe; they are not a guarantee of any future balance, transaction outcome, or fee avoidance.

Your use of Payroom is at your sole risk, and you are solely responsible for the financial decisions you make, including any payments you initiate with your bank. We encourage you to verify figures in Payroom against your bank’s own records before acting on them.

To provide the Service, Payroom relies on third parties including Plaid (for secure bank connections), your financial institutions, and cloud infrastructure providers. Your relationship with your bank is governed by the agreements you have with that bank, not by these Terms. We are not responsible for the acts or omissions of any third party or for the availability of any third-party service.

When you connect an institution, you authorize Payroom to retrieve information from that institution via Plaid on an ongoing basis until you disconnect the institution or close your Payroom account.

You agree not to:

• Use the Service for any unlawful, fraudulent, or deceptive purpose, or to connect any account that you are not authorized to access.
• Attempt to probe, scan, reverse-engineer, or interfere with the security or integrity of the Service.
• Use automated systems (bots, scrapers) to access the Service except as explicitly permitted by us in writing.
• Upload or transmit any content that is malicious, infringing, or violates the privacy or rights of another person.
• Resell, sublicense, or commercially exploit the Service.

We may suspend or terminate accounts that violate these rules.

The Service, including all software, text, graphics, and design, is owned by Payroom and is protected by intellectual-property laws. We grant you a limited, revocable, non-exclusive, non-transferable license to use the Service for your personal, non-commercial use, subject to these Terms. All rights not expressly granted are reserved.

You retain ownership of any information you provide to Payroom (including transaction data retrieved from your accounts). You grant us a limited license to use that information solely to operate, improve, and secure the Service as described in the Privacy Policy.

The Service is provided “as is” and “as available” without warranty of any kind, whether express, implied, or statutory, including without limitation any implied warranty of merchantability, fitness for a particular purpose, non-infringement, accuracy, or availability. We do not warrant that the Service will be uninterrupted, error-free, or that any particular forecast, balance, or recommendation will be accurate.

To the maximum extent permitted by law, Payroom and its officers, directors, employees, and agents will not be liable for any indirect, incidental, special, consequential, or punitive damages, or any loss of profits, revenues, data, goodwill, or other intangible losses, arising out of or in connection with your use of the Service. Our total liability for any claim arising out of or relating to the Service will not exceed the greater of (a) the amount you paid to us in the twelve months before the claim or (b) one hundred Canadian dollars (CAD $100).

Some jurisdictions do not allow the exclusion of certain warranties or limitation of liability, so some of the above limitations may not apply to you. In particular, nothing in this section limits any liability that cannot be excluded or limited under applicable law, including under Ontario’s Consumer Protection Act, 2002 and equivalent consumer protection laws in other Canadian provinces or US states where you reside.

You agree to defend, indemnify, and hold harmless Payroom from and against any claim, damage, loss, or expense (including reasonable legal fees) arising out of (a) your violation of these Terms, (b) your misuse of the Service, or (c) your violation of any law or the rights of a third party.

You may stop using the Service and delete your account at any time from the Accounts page in Payroom, or by emailing security@payroom.app. When you delete your account we soft-delete it for a 30-day grace window during which you can contact support to restore it; after the grace window the deletion is permanent. We may suspend or terminate your access to the Service at our discretion if we believe you have violated these Terms or if we are required to do so by law. Provisions that by their nature should survive termination (including disclaimers, limitations of liability, and indemnities) will survive.

We may update these Terms from time to time. If we make material changes we will notify you by email or through an in-app prompt before the changes take effect. Your continued use of the Service after the effective date constitutes acceptance of the updated Terms.

These Terms are governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict-of-laws rules. Any dispute arising out of or relating to the Service or these Terms will be resolved exclusively in the courts located in Ontario, Canada, and you consent to the personal jurisdiction of those courts.

Nothing in these Terms limits or removes any rights you may have under applicable consumer protection laws in your province, state, or country that cannot be waived by contract. If any provision of these Terms is found to conflict with those laws, the applicable consumer protection law will govern to the extent of the conflict, and the remaining provisions of these Terms will continue in full force and effect.

Questions about these Terms? Reach us at:

• Email: security@payroom.app
• Mailing address: 462 William Dunn Cres, Newmarket, ON, Canada, L3X 3L2