1. Introduction & Acceptance
These Terms of Service ("Terms") constitute a legally binding agreement between Parsify, Inc. ("Parsify", "we", "us", or "our") and the entity or individual ("Customer", "you", or "your") that accesses or uses the Parsify payroll document extraction and normalization platform (the "Service").
This is a business-to-business (B2B) agreement. By creating an account, accessing the API, or using any part of the Service, you represent that: (a) you are authorized to enter into this agreement on behalf of the entity you represent; (b) that entity agrees to be bound by these Terms; and (c) you are not a consumer accessing the Service for personal, family, or household purposes.
If you do not agree to these Terms, you must not access or use the Service. If you are accepting these Terms on behalf of an organization, the organization is the "Customer" for all purposes herein.
2. Service Description
Parsify provides a provider-agnostic payroll document extraction API and dashboard designed for Human Capital Management (HCM) vendors and payroll professionals. The Service:
- Accepts payroll journals, payroll registers, and payroll reports in PDF format from any payroll provider (including ADP, Gusto, Paylocity, and others);
- Extracts structured payroll data from those documents using machine-learning inference;
- Normalizes extracted data into a canonical payroll JSON schema;
- Supports payroll provider migration workflows, including cross-run validation and comparison reporting; and
- Provides programmatic access via REST API for integration into Customer's own applications and workflows.
Parsify reserves the right to modify, enhance, or discontinue features of the Service with reasonable notice, subject to Section 13.
3. Data Processing Agreement (Inline DPA)
This section constitutes the Data Processing Agreement ("DPA") between Customer (as data controller) and Parsify (as data processor) for the purposes of applicable data protection law, including the GDPR and UK GDPR where applicable.
3.1 Controller / Processor Relationship
Customer is the data controller of the personal data contained in payroll documents submitted to the Service. Parsify is the data processor, processing that personal data solely on Customer's instructions as described in these Terms and any applicable order form or statement of work.
3.2 Processing Instructions
Parsify shall process personal data only: (a) to provide the Service as described in Section 2; (b) as necessary to comply with applicable law; or (c) as otherwise agreed in writing. Parsify will promptly notify Customer if it believes any instruction violates applicable data protection law.
3.3 Sub-Processors
Customer grants Parsify general authorization to engage sub-processors, subject to the notice requirements in our Privacy Policy (Section 5). Parsify remains responsible for sub-processor compliance.
3.4 Security
Parsify shall implement appropriate technical and organizational measures to protect personal data as described in Section 7 of these Terms and Section 8 of the Privacy Policy.
3.5 Assistance
Parsify will provide reasonable assistance to Customer in responding to data subject requests, conducting data protection impact assessments, and meeting obligations under applicable law, to the extent Parsify has relevant information.
3.6 Standard Contractual Clauses
Where Customer is subject to GDPR and transfers personal data to Parsify in the United States, the EU Standard Contractual Clauses (Module 2: Controller to Processor) are incorporated by reference and shall govern such transfers. Customers requiring signed SCCs should contact legal@parsifyhq.com.
4. Data Ownership
Customer retains all rights, title, and interest in and to: (a) the payroll documents uploaded to the Service; (b) the structured data extracted from those documents; and (c) any reports, outputs, or derivative works generated from Customer's data.
Parsify does not acquire any ownership interest in Customer data. Parsify's right to access and process Customer data is limited to providing the Service as described herein.
Customer grants Parsify a limited, non-exclusive, non-transferable license to access, process, and store Customer data solely as necessary to provide the Service during the term of the agreement.
5. Acceptable Use
Customer agrees to use the Service only for lawful payroll extraction and migration workflows. The following uses are prohibited:
- Unlawful processing: Processing personal data in violation of applicable privacy, employment, or financial regulation.
- Reselling or sublicensing: Reselling, sublicensing, or otherwise making the Service available to third parties as a standalone offering without Parsify's prior written consent.
- Reverse engineering: Reverse engineering, decompiling, or attempting to derive the source code, ML models, or proprietary algorithms underlying the Service.
- Non-payroll uses: Using the Service to process documents that are not payroll journals, payroll registers, or payroll reports (e.g., using the extraction engine for tax returns, insurance claims, or other document types outside its intended scope).
- Harmful use: Using the Service in any way that could damage, disable, overburden, or impair the Service or interfere with other customers' use.
- FCRA-regulated purposes: Using extracted data as a consumer report or for any purpose regulated by the Fair Credit Reporting Act.
Parsify reserves the right to suspend or terminate access for violations of this section without prior notice, where required to protect the integrity of the Service or comply with law.
6. API Use & Security
6.1 API Keys
Programmatic access to the Service is authenticated via API keys issued to Customer. Customer is responsible for: (a) keeping API keys confidential; (b) not sharing API keys with unauthorized parties; and (c) promptly revoking and reissuing keys if compromise is suspected. API keys are stored by Parsify as bcrypt hashes — the plaintext key is provided only once at creation.
6.2 Rate Limits
Parsify may impose rate limits on API usage to protect service reliability. Rate limits and quotas are specified in the API documentation and may be adjusted upon request. Parsify will endeavor to provide reasonable notice of material rate limit changes.
6.3 Suspension Rights
Parsify may suspend API access immediately without notice if: (a) Customer's account is in arrears; (b) Parsify reasonably believes the account has been compromised; or (c) usage patterns suggest abuse, denial-of-service activity, or violation of these Terms. Parsify will notify Customer of any suspension as soon as practicable and work to restore access after the issue is resolved.
7. Security & Incident Notification
7.1 Parsify Security Obligations
Parsify will maintain a security program that includes the measures described in our Privacy Policy (Section 8), including AES-256 encryption at rest, TLS 1.2+ in transit, access controls, and incident response procedures.
7.2 Customer Security Obligations
Customer is responsible for: (a) securing access credentials and API keys; (b) ensuring that users authorized to access the Service are appropriately trained; and (c) promptly notifying Parsify of any suspected unauthorized access to Customer's account.
7.3 Breach Notification
In the event of a confirmed personal data breach involving Customer's data, Parsify will notify Customer without undue delay and in any event within 72 hours of Parsify becoming aware of the breach. Parsify will provide: (a) a description of the nature of the breach; (b) the categories and approximate number of data subjects affected; (c) the likely consequences; and (d) the measures taken or proposed to address the breach.
8. Warranties & Disclaimers
8.1 Parsify Warranties
Parsify warrants that: (a) it has the authority to enter into these Terms; (b) the Service will perform materially in accordance with its documentation; and (c) Parsify will comply with applicable law in providing the Service.
8.2 ML Extraction Disclaimer
THE EXTRACTION ENGINE USES MACHINE LEARNING AND IS PROVIDED ON A BEST-EFFORT BASIS. Confidence scores are provided as informational indicators of extraction quality — they are not guarantees of accuracy. Customer is responsible for validating extracted data before using it in payroll processing, migration decisions, or any other downstream workflow. Parsify does not warrant that extraction results will be error-free, complete, or suitable for any particular purpose.
8.3 General Disclaimer
EXCEPT AS EXPRESSLY SET FORTH IN SECTION 8.1, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR UNINTERRUPTED OR ERROR-FREE OPERATION. PARSIFY DOES NOT WARRANT THAT THE SERVICE WILL MEET CUSTOMER'S REQUIREMENTS.
9. Limitation of Liability
9.1 Cap on Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PARSIFY'S TOTAL CUMULATIVE LIABILITY TO CUSTOMER ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, SHALL NOT EXCEED THE TOTAL FEES PAID BY CUSTOMER TO PARSIFY IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.
9.2 Exclusion of Consequential Damages
IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF DATA, OR LOSS OF BUSINESS OPPORTUNITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS EXCLUSION APPLIES REGARDLESS OF THE FORM OF ACTION AND WHETHER THE CLAIM ARISES IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE.
9.3 Exceptions
The limitations in Sections 9.1 and 9.2 do not apply to: (a) damages arising from a party's gross negligence or willful misconduct; (b) a party's indemnification obligations under Section 10; or (c) liability that cannot be limited under applicable law.
10. Mutual Indemnification
10.1 Customer Indemnification
Customer will defend, indemnify, and hold harmless Parsify and its officers, directors, employees, and agents from and against any claims, damages, losses, and expenses (including reasonable attorneys' fees) arising from: (a) Customer's violation of these Terms; (b) Customer's violation of applicable law in connection with the Service; (c) the content of documents uploaded by Customer, including any unauthorized transfer of personal data; or (d) Customer's use of extracted data in downstream payroll or HR systems.
10.2 Parsify Indemnification
Parsify will defend, indemnify, and hold harmless Customer from and against any third-party claims alleging that the Service infringes or misappropriates any third-party intellectual property right, provided that Customer: (a) promptly notifies Parsify in writing of the claim; (b) gives Parsify sole control of the defense and settlement; and (c) provides reasonable assistance. Parsify's obligations do not apply if the alleged infringement arises from Customer's misuse of the Service, Customer data, or modifications made by Customer.
11. Termination & Data Deletion
11.1 Termination by Customer
Customer may terminate these Terms at any time by closing their account through the dashboard or by providing written notice to legal@parsifyhq.com. Termination does not entitle Customer to a refund of prepaid fees except as required by law or as specified in a separate order form.
11.2 Termination by Parsify
Parsify may terminate these Terms: (a) immediately for cause if Customer materially breaches these Terms and fails to cure within 10 days of written notice; or (b) for convenience upon 30 days' written notice. Parsify will refund any prepaid fees for the unused portion of a prepaid term in the case of termination for convenience.
11.3 Export Window
Following termination or expiration of the agreement, Customer has 30 days to export their data via the API or dashboard. Parsify will maintain read-only access to Customer's data during this window.
11.4 Data Deletion
After the 30-day export window, Parsify will delete all of Customer's payroll documents, extracted results, and associated data within 90 days. Upon written request, Parsify will provide written confirmation of deletion.
11.5 Survival
The following sections survive termination: Section 4 (Data Ownership), Section 8.2–8.3 (Disclaimers), Section 9 (Limitation of Liability), Section 10 (Indemnification), Section 12 (Governing Law), and any accrued payment obligations.
12. Governing Law & Dispute Resolution
12.1 Governing Law
These Terms and any dispute arising from them shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict-of-law principles.
12.2 Binding Arbitration
Except for claims seeking emergency injunctive relief, any dispute, claim, or controversy arising out of or relating to these Terms or the Service shall be resolved by binding arbitration administered by JAMS under its Comprehensive Arbitration Rules. Arbitration shall be conducted on an individual basis — class actions and class arbitrations are not permitted. The arbitration shall take place in Delaware, or remotely by mutual agreement. The arbitrator's award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.
12.3 Exceptions
Either party may seek emergency injunctive or other equitable relief in a court of competent jurisdiction in Delaware to protect intellectual property rights or confidential information without waiving the right to arbitrate.
13. Changes to Terms
Parsify may update these Terms from time to time. For material changes (changes that adversely affect Customer's rights or materially increase Customer's obligations), Parsify will provide at least 30 days' prior written notice via email to the account's registered address and/or an in-app notice.
For non-material changes (e.g., clarifications, corrections, or new optional features), Parsify may update these Terms with shorter notice by posting the updated Terms on this page and updating the effective date.
Continued use of the Service after the effective date of a material change constitutes Customer's acceptance of the updated Terms. If Customer objects to a material change, Customer may terminate the agreement in accordance with Section 11.1 without penalty prior to the effective date of the change.
14. Contact
For legal inquiries, contract questions, or DPA execution, please contact:
- Email: legal@parsifyhq.com
For privacy-specific matters, please contact legal@parsifyhq.com or refer to our Privacy Policy.