Terms of Service

1. Agreement and authority

“Customer” means the business or other legal entity for which an authorized person creates or uses a PayCanvas workspace. “PayCanvas,” “we,” “us,” and “our” mean AJAI LLC. By checking the acceptance box, creating a workspace, signing an order form, or using the service after being presented with these Terms, you represent that you are at least 18 years old, have authority to bind Customer, and accept this agreement for Customer. If you lack that authority or do not agree, do not use PayCanvas.

This agreement consists of these Terms, the Payroll Calculation Addendum, AI and Connector Terms, Acceptable Use Policy, applicable order forms, and, where applicable, the Data Processing Addendum. The Privacy Policy explains our own privacy practices but is not an order form. A signed order form controls over these online Terms for conflicting commercial terms; a service-specific addendum controls for its subject; and the Data Processing Addendum controls for personal-data processing.

2. Service and limited license

PayCanvas is a hosted business software service for connecting authorized data sources, configuring reviewed payroll policies, preparing and explaining calculations, preserving evidence, and supporting payroll review. Subject to this agreement and payment of fees, we grant Customer a limited, non-exclusive, non-transferable, non-sublicensable right during the subscription term for its authorized users to access and use PayCanvas for Customer’s internal business purposes.

Customer may not copy, sell, rent, sublicense, reverse engineer, bypass access controls, build a competing service from non-public PayCanvas materials, or remove proprietary notices, except where a restriction is prohibited by law. No software is sold. This hosted-service license serves the function of an end-user license for the current web product; separately distributed software may have additional license terms.

3. Payroll boundary

PayCanvas helps prepare and review payroll information. It is not an employer, co-employer, professional employer organization, payroll funds transmitter, bank, fiduciary, tax preparer, accounting firm, or law firm. Unless a separately signed agreement expressly says otherwise, PayCanvas does not approve payroll, determine whether Customer’s employment practices comply with law, file tax returns, remit taxes, submit payroll to another provider, debit payroll funds, or pay workers.

Customer remains responsible for employment decisions; worker classification; wage-and-hour compliance; pay rates and policies; deductions; notices and consents; record retention; review and approval of every payroll result; and all filings, payments, and deadlines. PayCanvas status labels such as “Complete” or “final” describe calculation completeness only and are not payroll approval, legal compliance certification, submission, or payment.

4. Customer data and instructions

Customer retains its rights in data submitted to or made available to PayCanvas (“Customer Data”). Customer grants us and our subprocessors the rights necessary to host, copy, transmit, transform, analyze, secure, back up, display, and otherwise process Customer Data to provide, support, and protect the service and as Customer directs.

Customer represents that its data, instructions, connected accounts, and use of PayCanvas are accurate, timely, complete, lawful, and supported by all required rights, notices, consents, and authorizations. PayCanvas may rely on Customer Data and instructions without independently verifying them. Customer must promptly correct errors, review source connections and mappings, keep provider access authorized, and mitigate known payroll issues.

5. Accounts, administrators, and security

Customer controls its workspace and designates tenant administrators and payroll operators. Customer is responsible for its users, permissions, account activity, and compliance with this agreement. Users must protect passwords, MFA factors, API credentials, and devices; use individual accounts; and promptly report suspected unauthorized access. We may require identity, authority, ownership, or security verification before granting or restoring access.

6. Connected services

Customer may direct PayCanvas to access or exchange information with third-party providers and AI clients. Customer authorizes the actions reasonably necessary to provide the selected integration, including using stored credentials or tokens and importing or exporting selected data within the approved scope. Third-party services remain governed by their own terms and privacy practices. We do not control and are not responsible for their availability, security, changes, outputs, retention, or acts or omissions.

7. Fees, renewal, taxes, and cancellation

Unless an order form says otherwise, the public PayCanvas subscription is month-to-month, renews automatically each month until canceled, and is billed in advance through our billing provider. Optional priority support is a separate recurring charge. Customer authorizes recurring charges for the selected plan and is responsible for applicable sales, use, and similar taxes other than taxes on AJAI LLC’s net income.

Customer may cancel through the billing portal. Cancellation takes effect at the end of the current paid period. Fees are non-refundable and not prorated except where required by law or expressly stated in an order form. Failed or overdue payment may suspend access. We may change future pricing with at least 30 days’ notice, effective on a later renewal.

8. Confidentiality, privacy, and security

Each party may receive non-public information that a reasonable person would understand is confidential. The receiving party will use it only to perform this agreement, protect it with reasonable care, and disclose it only to personnel and service providers who need it and are bound to protect it. These duties do not apply to information independently developed, rightfully received without restriction, or made public without breach. A legally required disclosure may be made after notice where lawful.

Our Privacy Policy describes our privacy practices. The Data Processing Addendum applies when PayCanvas processes covered personal data for Customer. No system is completely secure; Customer must use the service’s security controls and report suspected incidents promptly.

9. Ownership and feedback

PayCanvas, its software, documentation, workflows, designs, and branding are owned by AJAI LLC and its licensors. Except for the limited access right above, no rights are transferred. Customer may provide feedback, and grants us a perpetual, worldwide, royalty-free right to use it without identifying Customer or disclosing Customer Data.

10. Availability, changes, and beta features

We may maintain, modify, or discontinue features. Unless an order form provides a service level, we do not guarantee uninterrupted availability. Preview, pilot, beta, trial, and evaluation features may be incomplete, change materially, and be withdrawn. We may suspend access to protect the service or others, investigate misuse or fraud, comply with law, address nonpayment, or prevent material harm.

11. Termination and data handling

Either party may terminate as permitted by an order form or these Terms. We may terminate or suspend for material breach, unlawful use, security risk, or nonpayment. Upon termination, Customer must stop using PayCanvas and amounts already due remain payable. Data return, deletion, and retention follow the Privacy Policy, Data Processing Addendum, legal holds, payroll-record obligations, and any controlling order form. Provisions concerning ownership, confidentiality, accrued payment, indemnity, disclaimers, liability, disputes, and any terms that should by their nature survive will survive.

12. Disclaimers

TO THE MAXIMUM EXTENT PERMITTED BY LAW, PAYCANVAS AND ALL OUTPUTS ARE PROVIDED “AS IS” AND “AS AVAILABLE.” AJAI LLC DISCLAIMS ALL EXPRESS, IMPLIED, AND STATUTORY WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, COMPLETENESS, AND ANY WARRANTY THAT THE SERVICE WILL BE ERROR-FREE, UNINTERRUPTED, OR ENSURE LEGAL COMPLIANCE. INFORMATION OR SUPPORT FROM PAYCANVAS DOES NOT CREATE A WARRANTY OR PROFESSIONAL ADVICE.

13. Customer indemnity

Customer will defend AJAI LLC and its officers, employees, contractors, and affiliates against third-party claims arising from Customer Data or instructions; Customer’s or its users’ unlawful use, violation of this agreement, or infringement of another person’s rights; or Customer’s employment, compensation, tax, or payroll decisions. Customer will indemnify those parties for finally awarded damages, approved settlements, and reasonable external legal fees. We will give prompt notice, reasonable cooperation at Customer’s expense, and control of the defense, except Customer may not settle a claim in a way that admits our fault or imposes obligations on us without consent.

14. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, GOODWILL, BUSINESS OPPORTUNITY, OR DATA, EVEN IF ADVISED THAT SUCH DAMAGES WERE POSSIBLE.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, AJAI LLC’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO PAYCANVAS OR THIS AGREEMENT WILL NOT EXCEED THE GREATER OF (A) THE FEES CUSTOMER PAID TO AJAI LLC FOR PAYCANVAS DURING THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM OR (B) $100. THE LIMITATIONS APPLY REGARDLESS OF THE FORM OF ACTION AND EVEN IF A LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE. THEY DO NOT LIMIT LIABILITY THAT CANNOT LAWFULLY BE LIMITED. Customer’s payment obligations and indemnity obligations are not limited by this paragraph.

15. Disputes and governing law

Before filing a claim, each party will give written notice describing the dispute and allow 30 days for good-faith informal resolution. Alabama law governs this agreement without regard to conflict-of-law rules. Subject to applicable law, the state courts located in Baldwin County, Alabama, and the federal courts in the Southern District of Alabama have exclusive jurisdiction, and each party consents to that venue. Either party may seek temporary injunctive relief to protect security, confidential information, or intellectual property.

16. Electronic communications and changes

Customer consents to receive agreements, notices, disclosures, records, and transactional communications electronically and is responsible for maintaining a current account email. Customer may retain these Terms by printing or saving them. Material changes will be posted with a new effective date and, where appropriate, notified to an account administrator or presented for renewed acceptance. Changes do not retroactively alter claims that arose before the effective date.

17. General terms and contact

Customer may not assign this agreement without our written consent, except with a merger or sale of substantially all assets if the successor assumes the agreement. We may assign it in connection with a reorganization, financing, merger, acquisition, or asset sale. The parties are independent contractors. There are no third-party beneficiaries. Failure to enforce a provision is not a waiver. If a provision is unenforceable, it will be limited to the minimum extent necessary and the rest remains effective. This agreement is the entire agreement about its subject and may be amended only as stated here or in a writing signed by both parties.

Legal notices to PayCanvas must be sent to hello@paycanvas.io and AJAI LLC, 26897 Spyglass Dr, Orange Beach, AL 36561. Customer notices may be sent to the current account administrator email.