Terms of Service

1. Who we are and what these terms cover

PayrollFerry is a desktop software product provided by OBB Holdings LLC ("PayrollFerry," "we," "us," or "our"). These Terms of Service (the "Terms") form a binding agreement between you, or the firm you represent ("you" or "Customer"), and OBB Holdings LLC governing your access to and use of the PayrollFerry application, license keys, updates, and any related support (together, the "Service").

By downloading, installing, activating a license key for, or otherwise using the Service, you agree to these Terms. If you are agreeing on behalf of a firm, you represent that you have authority to bind that firm. If you do not agree, do not install or use the Service.

2. License grant

Subject to your compliance with these Terms and payment of the applicable subscription fees, we grant you a limited, non-exclusive, non-transferable, revocable license to install and use the Service on machines within your firm for your firm's internal business purposes, for the duration of your active subscription.

One license key covers your firm and permits unlimited conversions. The key is issued to your firm and may not be shared with, sold, sublicensed, or transferred to any third party outside your firm.

2.1 What you may not do

• Copy, distribute, or resell the Service except as expressly permitted here.
• Reverse engineer, decompile, or attempt to derive the source code, except to the extent that restriction is prohibited by applicable law.
• Circumvent, disable, or tamper with license activation or any security or usage-control measure.
• Use the Service to build a competing product or to provide a service bureau to third parties.
• Use the Service in violation of any applicable law, regulation, or third-party right.

3. How the Service works and your responsibilities

PayrollFerry runs on your own Windows or Mac machine. It reads payroll reports you supply, maps and reconciles the data, and writes an isolved import file locally. Client payroll data is processed on your machine and is not uploaded to us. The only network communication required for normal operation is a lightweight license check to confirm your key is active.

You are responsible for the input you provide and the output you load. PayrollFerry flags values it cannot verify against the source reports rather than guessing them. You agree that a qualified person on your team will review each import file before it is loaded into isolved or any production system. You remain responsible for the accuracy of payroll processed using output from the Service.

4. Subscriptions, fees, and renewals

The Service is offered on a subscription basis. Fees, billing periods, and any applicable taxes are presented at the point of purchase. Subscriptions renew automatically at the end of each billing period (monthly plans every month and annual plans every year) until you cancel. You may cancel at any time, effective at the end of your current paid period; cancellation is as straightforward as signing up.

Except where required by applicable law, fees already paid are non-refundable. We may change pricing for future billing periods with reasonable advance notice.

5. Updates and changes to the Service

We may release updates, fixes, and new source-module functionality. Some functionality, including additional source systems beyond the base release, may be offered as paid add-on modules. We may modify, suspend, or discontinue parts of the Service, and will give reasonable notice of material changes that adversely affect your use.

6. Intellectual property

The Service, including the application, license-key system, documentation, and all related intellectual property, is and remains the exclusive property of OBB Holdings LLC and its licensors. These Terms grant you a license to use the Service; they do not transfer any ownership to you. Your input data and the import files you generate remain yours.

7. Confidentiality and data

We do not take custody of your clients' payroll data in the ordinary operation of the Service, because processing happens on your machine. Our handling of the limited account and license information you do share with us is described in our Privacy Policy. You are responsible for safeguarding your clients' data on your own systems and for complying with your obligations to your clients and under applicable law.

8. Disclaimers

The Service is provided "as is" and "as available," without warranties of any kind, whether express, implied, or statutory, including any implied warranties of merchantability, fitness for a particular purpose, and non-infringement, to the fullest extent permitted by law. We do not warrant that the Service will be uninterrupted, error-free, or that every report format will map without manual review. PayrollFerry is a tool that assists your team; it does not replace professional judgment or your review of the output.

9. Limitation of liability

To the fullest extent permitted by law, OBB Holdings LLC will not be liable for any indirect, incidental, special, consequential, or punitive damages, or for lost profits, revenue, or data, arising out of or relating to the Service or these Terms. Our total aggregate liability for any claim arising out of or relating to the Service or these Terms will not exceed the fees you paid to us for the Service in the twelve months preceding the event giving rise to the claim.

10. Indemnification

You agree to indemnify and hold harmless OBB Holdings LLC from any claims, damages, liabilities, and reasonable expenses arising out of your use of the Service in violation of these Terms, your violation of applicable law, or your infringement of any third-party right.

11. Term and termination

These Terms apply for as long as you use the Service. We may suspend or terminate your license if you materially breach these Terms and do not cure the breach after notice, or immediately for misuse that threatens the security or integrity of the Service. On termination, your right to use the Service ends and you must stop using it and remove it from your machines. Sections that by their nature should survive (including intellectual property, disclaimers, limitation of liability, and indemnification) survive termination.

12. Governing law

These Terms are governed by the laws of the State of Wisconsin, United States, without regard to its conflict-of-laws rules. The parties consent to the exclusive jurisdiction of the state and federal courts located in Wisconsin for any dispute not subject to other agreed dispute resolution.

13. Changes to these Terms

We may update these Terms from time to time. When we do, we will revise the "last updated" date above and, for material changes, provide reasonable notice. Your continued use of the Service after a change takes effect constitutes acceptance of the revised Terms.

14. Contact

Questions about these Terms can be sent to support@payrollferry.com. PayrollFerry is a product of OBB Holdings LLC.