Last Updated: January 15, 2026
PLEASE READ THESE TERMS CAREFULLY. By accessing or using the Root Payroll platform, you agree to be bound by these Terms of Service.
Root Payroll ("Root," "we," "us") provides a software-as-a-service (SaaS) platform designed to assist small businesses in calculating payroll taxes, generating tax forms, and facilitating payment instructions.
WE ARE NOT A BANK, MONEY TRANSMITTER, OR FIDUCIARY.
You acknowledge and agree that Root Payroll acts strictly as a Data Processor. We calculate tax liabilities based on the data you provide. We do not take possession of your funds, hold your funds in trust, or transmit money on your behalf. All money movement is executed directly between your bank account and the payee (Employees, Contractors, IRS, or State Agencies) based on instructions generated by our software.
Because we do not impound funds, you are solely responsible for ensuring that sufficient funds are available in your designated bank account on the specific dates that tax payments and net pay are scheduled to be drafted.
By using the Service, you authorize Root Payroll to transmit payment instructions to the Automated Clearing House (ACH) network, the Electronic Federal Tax Payment System (EFTPS), and applicable State agencies. You agree that these agencies will debit your account directly. If a debit is returned for Insufficient Funds (NSF), you are solely responsible for any resulting overdraft fees, penalties, or interest charged by your bank or the tax agencies.
The accuracy of our calculations depends entirely on the accuracy of the data you provide. You are responsible for:
Root Payroll is not liable for tax penalties resulting from incorrect data entry, failure to update state tax rates, or failure to report external payments (such as hand-written checks).
Root Payroll provides tools designed to assist with S-Corporation compliance, including the "Reasonable Compensation Monitor" and "Shareholder Health Insurance Wizard." However, these are software tools, not legal or tax advice.
You acknowledge that:
To facilitate tax filings, you must sign IRS Form 8655 (Reporting Agent Authorization) and applicable state power of attorney forms. This authorizes Root Payroll to sign and file tax returns (Forms 941, 940, W-2) on your behalf and to discuss these filings with the IRS.
This authorization does not make Root Payroll liable for your tax debts. If you fail to fund a tax payment, the IRS will look to you, the taxpayer, for payment.
Root Payroll charges a flat monthly subscription fee for access to the platform. This fee is billed automatically via credit card through our payment processor (Stripe).
Certain services incur additional usage fees, which are billed in arrears:
We reserve the right to suspend your access to the Service if your billing method fails or becomes delinquent.
Our Service integrates with third-party providers to function. By using Root Payroll, you agree to the terms of these partners:
Root Payroll is not responsible for service outages or errors caused by these third-party providers.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, ROOT PAYROLL SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES.
OUR AGGREGATE LIABILITY FOR ANY CLAIM ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE SHALL NOT EXCEED THE AMOUNT YOU PAID TO ROOT PAYROLL IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.
You may cancel your subscription at any time via the dashboard. Upon cancellation, your access to the Service will cease at the end of the current billing cycle. You are responsible for downloading all necessary reports and tax forms prior to termination. Root Payroll is not obligated to retain your data indefinitely after account closure.