Docyt, Inc. Terms of Service

Effective Date: September 01, 2024

PART A: OVERVIEW

The agreement between you (“You,” “Your,” “Customer,” “Client,” or “Yourself”) and Docyt Inc (“Docyt,” “We,” “Us,” or “Our”) is defined by (1) this Master Services Agreement (“MSA”); (2) the Statement of Work (“SOW”); and (3) the documents and policies incorporated and referenced in these Terms (the “Agreement”).

This Agreement governs Your use of or interactions with products, services, or other offerings through Docyt (collectively, the “Service”), including but not limited to Our Services for Bill Payments, Accounts Receivables, Expense Reports, Bookkeeping, Financial Reporting, Catchup Bookkeeping, Data Migration, Data Export, Docyt mobile applications, Your Docyt account and/or any other services, features, functionalities, offers or promotions through Docyt. All capitalized terms have the meanings given to them in these Terms, unless otherwise indicated. You should read this Agreement carefully.
By electronically accepting this Agreement or by establishing a Docyt account or using the Service after the Effective Date of these Terms, You consent and agree to comply with the Agreement including these Terms.
When You agree to these Terms and accept this Agreement, You do so on behalf of Yourself and any person that You entitle or authorize to use Your Docyt account (with You, each a “User” of Your Docyt account), as well as on behalf of Your Customer(s) and Your Vendor(s) to the extent provided in these Terms. You are responsible for obtaining all consents and authorizations needed to accept this Agreement for others.
USING THE SERVICE ON BEHALF OF ANOTHER. If You use the Service on behalf of another, whether a natural person (an “Individual”) or legal non-natural person or entity (an “Organization”), You represent and warrant that You: (1) are duly authorized and empowered by and for that Individual or Organization to agree to these Terms and accept this Agreement on behalf of the Individual or Organization; and (2) accept this Agreement on behalf of the Individual or Organization, unless the Individual or Organization has a separate paid contract with Docyt, in which event the terms of that separate paid contract will control. You also represent and warrant that You are duly authorized and empowered to use the Service on behalf of the Individual or Organization.
AGREEMENT TO ARBITRATE. You understand that this Agreement contains an agreement to arbitrate disputes (“Agreement to Arbitrate”), and You agree to the Agreement to Arbitrate as well as the included jury trial and class action waiver.

6. This Agreement covers:

Privacy
Consent to Electronic Communications
Using the Service
Protection of Your Account
Rights We Grant to You
Restrictions on Use
Rights You Grant to Us
Anti-Money Laundering and Know Your Customer Requirements
User Data
Fees and Payment Terms
Deactivating a User or Canceling Your Docyt Account
Warranty and Disclaimer
Third Party Websites, Services, and Products
Limitation of Liability
Indemnity
Dispute Resolution and Agreement to Arbitrate
Governing Law; Choice of Forum
Other Provisions
Updates and Changes to This Agreement

Schedule 1: Bill Payment Service

Using the Bill Payment Service
Vendor Set Up and Management
Choosing a Payment Method
Scheduling Bill Payment
Debits from Your Payment Account
Payment Cancelation or Modification
Returned Transactions
Document Management
Artificial Intelligence-Powered Automatic Data Entry
Electronic Payments
The Docyt Virtual Card Services
Docyt Checks

Schedule 2: Docyt Accountant Platform

Using the Accountant Platform
Client Authorizations
Client Data
Customization of Your Accountant Platform Account
Marketing and Promotion
Relationship of the Parties

PART B: GENERAL TERMS

Privacy: By enrolling in or using the Service, You acknowledge our Privacy Policy, which governs Our collection, use, sharing, and protection of Your information.
Consent to Electronic Communications: Through this Agreement, and by enrolling in our using the Service, You agree and consent to accept electronic communications and that We may, in Our sole discretion, send You Communications (as defined below) electronically by email, text, or by making them accessible via the Docyt websites or applications. All Communications provided electronically to You under this Consent will be considered to have been provided “in writing.”

Communications covered by this Consent include, but are not limited to: (1) agreements, disclosures, policies and notices related to Your Docyt account or Your use of the Service (such as Docyt’s MSA, Privacy Policy, and Order Form and Statement of Work, (2) In app chats & messages (3) transaction records, account statements and history, (4) federal and state tax statements we are required to make available to you; and (5) any disclosure or notice required under applicable federal, state or local law to be provided “in writing”.

This Consent also allows Us to use electronic signatures and obtain them from You. You should print or download for your records a copy of this Consent and any other Communications.

Using the Service

The Service. The Service includes a platform that enables You to record financial transactions, perform financial record reconciliations, generate financial statements, make payments to third parties (Your “Vendors”), receive payments from third parties (Your “Customers”), and manage (on Your own behalf or on behalf of third parties who authorize You to do so) accounts payable and accounts receivable electronically. Your level of access to the features and functions offered through the Service will depend on Your Docyt account type, if any, how You interact with the Service and/or, in certain instances, where You are located.
Eligibility to Use the Service. You represent and warrant that: (a) all Users are at least 18 years of age; (b) all Users and Your Organization or Individual, as appropriate, reside in the United States; and (c) You have not previously been suspended or removed from the Service.

You understand and agree that if You are a corporation, partnership, or other Organization, then Your User(s) may access Your Docyt account from outside of the country where You hold Your Docyt account. You consent to Docyt obtaining Your personal and/or business credit report from a credit reporting agency at account opening and whenever We reasonably believe there may be an increased level of risk associated with Your account.
Third Party Service Providers. You grant to Docyt and We reserve the right to use third parties to provide or facilitate the Service. If Docyt uses third parties to provide or facilitate the Service, We will remain responsible to You for providing the Service under this Agreement.
Account Administrators. Each account registered with Docyt (a “Docyt account”) must have at least one User in the “Administrator” role to manage and control access to the Docyt account. The Administrator may invite and authorize other Users to access, establish login credentials for, and use the Docyt account. The Administrator may revoke access and authorization of a User. Information about User(s) and their use of the Service may be provided by Us to the Administrator. If You are an Administrator, You understand and agree that You are responsible for any actions or inactions of a User that are not in compliance with this Agreement. You acknowledge and agree that notice to your Administrator or to the primary email address associated with your account is effective notice on You for any purpose.
Updates to the Service. Docyt reserves the right, from time to time to update the Service and/or make new applications, tools, features or functionalities available through the Service, the use of which may be contingent upon Your agreement to additional terms and/or service fees. Docyt reserves the right to discontinue the Service, or certain applications, tools, features or functionalities of the Service, for any reason at any time, in Docyt’s sole discretion, without Docyt incurring any liability to You.

Protection of Your Account

User Account Creation and Login Credentials. To use the Service, You may be required to register a Docyt account and/or to enroll as a User. To register a Docyt account and/or enroll as a User, You will be required to provide Us with information about Yourself, including but not limited to Your name, address, email address and other contact or identifying information, and about Your Organization or Individual, as appropriate. You agree that the information You provide to Us will be accurate and that You will keep it up-to-date at all times. Users will be asked to create a strong password and provide a device on which to receive a multi-factor authentication code, one-time password or similar authentication token or mechanism (collectively, the User’s “Login Credentials”).
Control of User Login Credentials. Users are solely responsible for maintaining the confidentiality of Login Credentials. To the extent allowed by law, You accept responsibility for all activities on Your account authenticated through User Login Credentials, including all payment instructions provided to Docyt, whether authorized or not. Each User agrees to keep User Login Credentials confidential and secure, and Users will not give or make Login Credentials available, directly or indirectly, to any unauthorized individual. You acknowledge and agree that if Users allow, whether through action or inaction, a person to gain access to Login Credentials, with or without permission, (including, but not limited to, a person that gains access to a User’s Login Credentials in relation to SMS forwarding to email and/or User email password compromise), the User is authorizing that person to use the Service, and You will be responsible for all transactions that result from such access, even if they are unauthorized, fraudulent, or you did not want the transactions performed.
Security Procedures. You acknowledge and agree that Our security procedures are a commercially reasonable method of verifying Your identity and payment instructions, providing security against unauthorized payment instructions and fraud, and protecting Your Docyt account.
Lost, Stolen or Compromised Account or Login Credentials. You agree to immediately notify Docyt’s Customer Support through Our customer support email if You believe that Your Docyt account has been compromised or accessed without authorization, or any User’s Login Credentials have been lost, stolen or compromised, or someone has attempted or may attempt to make or request payments through Your Docyt account without authorization.
Responsibility for Payment Instructions. To the extent allowed by law, You agree to be bound by all payment instructions or transactions initiated in compliance with Docyt’s security procedures and this Agreement, whether or not authorized. You agree that You will be liable for all losses or payments resulting from (1) the theft, loss, compromise, or unauthorized use of Your Docyt account or User Login Credentials and/or (2) any losses or unauthorized payments resulting from any fraudulent or illegal compromise of Your systems or processes. You agree that You will be responsible and liable for payments or transfers containing inaccurate instructions or other errors, unless limited by law.

Upon Your timely report, We may, in Our sole discretion, use good faith measures to attempt to reverse and recover any unauthorized or erroneous payments or transfers on Your behalf, but Docyt will have no responsibility, obligation, or liability in relation to such payments or transfers or any reversal or recovery attempts.
Debit and Credit Entries. Docyt may send ACH debit and credit instructions under Standard Entry Class Codes CCD, PPD and Web entries all in accordance with the National Automated Clearing House Association (“Nacha”) Operating Rules.You agree to the Nacha Operating Rules and all other laws and regulations that apply to Your use of Services that provide payments through ACH.
Access through Third Party Platforms. If Users choose to access Your account through a third-party platform, You are making a determination that the third-party platform and its login protocol are sufficiently secure to protect User Login Credentials and Your Docyt account, and You accept full responsibility and liability if access through the third-party platform leads to the compromise of User Login Credentials or Your Docyt account.
Access to Third Party Accounts. You may be required to connect Third Party accounts (e.g. Bank, Point of Sale systems, etc.) to your Docyt account. For any Third Party Accounts that don’t directly connect through a secure connection, You may have to provide read-only access to Docyt. However, we strongly recommend that You do not share any access credentials (read-only or otherwise) with Docyt. You should instead use secure methods such as the Docyt Business Mailroom for submitting necessary documents and information. Under no circumstance shall Docyt be held liable for any unauthorized access, transfers, download of data, or misuse arising from Your sharing of any passwords or credentials with Docyt to any of Your or a Third Party’s system.

Rights We Grant to You

License We Grant to You. Subject to this Agreement, including payment of all Service Fees, Docyt grants to You a personal, limited, non-exclusive, non-assignable, non-transferable and non-sublicensable license to access and use the Service, including without limitation the software that enables the Service, together with any updates, bug fixes, help content, and other related materials that Docyt provides to You (collectively, the “Software”), solely for Your own use for so long as You are authorized to use the Service. You acknowledge and agree that if You are in violation of this Agreement, Docyt may, in its sole discretion and without notice to You, immediately suspend or terminate Your license and/or access to the Service.
Reservation of Rights by Docyt. Docyt reserves and retains all rights in the Service not expressly granted to You in this Agreement. The Service is protected by copyright, trade secret, and other intellectual property laws. Docyt and its licensors, if any, own the title, copyright, and other worldwide intellectual property rights in the Service and all copies thereof. This Agreement does not give You any rights in Docyt’s or its licensors’ intellectual property, including its trademarks or service marks.

Restrictions on Use

Service for Authorized and Lawful Purposes Only. You agree that You will use the Service only as permitted by applicable law and exclusively for authorized purposes, consistent with this Agreement. You will not, and You will not allow any third party, to:

access, monitor, or attempt to access or monitor any Docyt materials, systems, programs, or data that are not available for Your or public use, or in any way not expressly permitted under this Agreement;
copy, reproduce, republish, upload, post, transmit, or distribute in any way, any material or content from the Service, excluding Your User Data and relevant transactional information Docyt makes available to You in connection with Your payment transactions using the Service (example: limited third-party customer or vendor information in connection with Your payment transactions);
license, sell, rent, lease, transfer, assign, host or otherwise commercially exploit any Software, APIs, application keys, test accounts, widgets, information and content available with the Service, including the Website, as updated and improved from time to time (collectively, the “Docyt Properties”) or any portion of Docyt Properties;
remove, destroy or modify any copyright notices, trade names or other proprietary markings contained on or in Docyt Properties;
work around any technical limitations in the Software or Service, or decompile, disassemble, or otherwise reverse engineer the Software or Service;
perform or attempt to perform any actions that could interfere with the proper operation of the Software or Service, prevent access to or use of the Software or Service by Docyt’s other licensees or users, or impose an unreasonable or disproportionately large load on Docyt’s infrastructure;
intentionally distribute malware, viruses, worms, Trojan horses, corrupted files, spyware, adware, or other items of a destructive or deceptive nature through the Service;
perform any fraudulent activity, including but not limited to impersonating any person or entity, claiming a false affiliation, accessing any other Service account without permission, or falsifying Your information;
use the Service other than in compliance with all applicable controls of export laws and regulations, and if the Service is provided to You in the United States, You will not export the Service, which may be subject to export restrictions imposed by US law;
use or upload any harmful, obscene, abusive or offensive language through the Service; modify, translate, adapt, merge, make derivative works of Docyt Properties or use or alter any intellectual property of Docyt;
use any manual or automated software, devices or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools or the like) to “scrape” or download data from any web pages contained in the Website;
transfer or assign the rights granted to You under this Agreement; or
otherwise use the Service except as expressly allowed under this Agreement.

No Assignment or Transfer. You may not assign or transfer the Agreement, in whole or in part, without Docyt’s written consent. Any attempted assignment or transfer in violation of this Section or this Agreement will be null and void. Docyt may assign its rights or delegate its obligations hereunder without Your consent. Subject to these restrictions, the Agreement will inure to the benefit of the successors and permitted assigns of the parties.
No Marketing. If Docyt provides You with information about another User of the Service, You acknowledge and agree that You will not use the information for any purpose other than the purpose for which the information is provided to You. You may not disclose, sell, rent, or distribute another User’s information for any purpose unrelated to Your use of the Service. You may not use the information for marketing purposes, unless You separately obtain the appropriate consent of the specific User to do so.

Rights You Grant to Us

Right to Refuse to Make Payment. You grant to Us and Docyt reserves the right to limit, delay, investigate, or to refuse to make, process or issue any payment initiated or requested through the Service, in Our reasonable discretion, without Docyt incurring any liability to You. Docyt will use commercially reasonable efforts to provide notice promptly if We decide to limit, delay, investigate or to refuse to make, process or issue a payment. This notification is not required if the payment or notice is prohibited by law or this Agreement.
Transaction Limits. When You use the Service, You grant to Us and We reserve, in Our sole discretion, the right to impose limits on the amount of money sent or received through the Service, on a per transaction or a cumulative basis, and to change those limits at any time, without Docyt incurring any liability to You. If We impose or change such limits, We will use commercially reasonable efforts to provide notice to You, but will not be required to do so.
Right of Set Off. To the extent permitted by law, You grant to us the right to apply or set off any money or credit balance in which You have an interest and which is in Our possession, custody or control, in satisfaction of any amounts or liabilities that You owe to Us.
Account Termination. Docyt reserves the right to suspend or terminate Your account or Your access to the Service at any time, for any reason (including for a violation of this Agreement, the failure to pay applicable Service Fees, or inactivity), in Our reasonable discretion, without Docyt incurring any liability to You. If We suspend or terminate Your account or access to the Service, We will use commercially reasonable efforts to provide notice to You, but will not be required to do so and will not be liable for failure to do so.
Feedback. If You provide any feedback to Docyt concerning the functionality and performance of the Service (including by identifying potential errors and improvements), You agree to assign to Docyt all rights, title, and interest in and to such feedback, and Docyt is free to use such feedback without payment or restriction.
Marketing. To the extent permitted by law, You agree and consent that Docyt may list or identify You as a customer of Docyt, including through the use of Your brand or logo, for Our marketing or promotional purposes. You may revoke this consent at any time by changing Your account profile settings, or by contacting Docyt Customer Support through Our customer support email.
Right to Contact You. As permitted by law, Your use of or interaction with the Service provides Your consent to receive informational calls, marketing calls, and text messages from Docyt at any telephone number provided to Us in connection with Your Docyt account including by automated means. We may place these calls or texts for any purpose consistent with this Agreement or Our Privacy Notice, including but not limited to providing multi-factor authentication or a one-time password, notifying You regarding Your account, and regarding new account functions, features, and Services, and helping You with Your Docyt account, or to resolve a dispute. Standard rates and text charges may apply. You can opt out of receiving calls from Docyt at any time by contacting Docyt Customer Support through Our customer support portal.
Monitoring/Recording of Telephone Calls and Web Conference Meetings. You understand and agree that Docyt may, without further notice or warning and in Our sole discretion, where permitted by law, directly or through a third-party service, monitor and/or record any telephone calls and web conference meetings between You and Our employees, contractors, or agents for purposes of quality control and/or training purposes, as required by applicable law, or for Docyt’s protection. While Your communications with Docyt may be overheard, monitored, or recorded, not all telephone lines or calls may be recorded by Docyt, and We do not guarantee that recordings of any particular telephone calls will be retained or retrievable.
Chatbots. The Website may provide interactive services, including chatbot and managed chat and session replay technology. By accessing or using any of these features, You agree that We may record and retain a transcript of all communications with You through these interactive tools, and/or may record or recreate Your activity while using the Website, in order to provide services, enhance Your Website experience, and for quality and verification purposes. We may work with trusted service providers to analyze, store, and/or use this data on our behalf. Your use or access of any of these tools or of Our Website is governed by this section of our Terms and our Privacy Notice.
Docyt Properties. Docyt Properties are protected by copyright and other applicable intellectual property rights throughout the world. You agree that Docyt owns all rights, title and interest in Docyt Properties, including but not limited to, any computer code, methods of operation, moral rights and documentation and, all work produced by Docyt, including all changes to, and improvements to the Website.
Trademarks. The name “Docyt” and all related graphics, logos, service marks and trade names used on or in connection with any Docyt Properties or in connection with the Services are the trademarks and property of Docyt and may not be used without Our permission or as permitted by this Agreement in connection with Your use of the Service. Other trademarks, service marks and trade names that may appear on or in Docyt Properties are the property of their respective owners.

Anti-Money Laundering and Know Your Customer Requirements

US Patriot Act. To help the U.S. government fight the funding of terrorism and money laundering activities, federal and state law requires financial institutions, including banks that offer services through Docyt, to obtain, verify, and record information that identifies every customer.
What this means for You. When You use the Service, We, and banks that offer services through Docyt, will ask You for Your name, address, date of birth, and if You are located within the United States, Your social security number (SSN) and/or Employer Identification Number (EIN) and other information that will allow Us to identify You. We may also ask to see other identifying documents, including but not limited to, Your driver’s license and business related documents. We will let You know if additional information is required.
Verification Required. We, and banks that offer services through Docyt, reserve the right to refuse to allow any User, Vendor or Customer to use or participate in the Service if We (or the bank) are unable to obtain or verify information relating to identity or financial condition, such as identifying information for an Organization’s representatives or beneficial owners. Notwithstanding any steps that We (or the bank) take to verify the information provided to Us (or the bank), You represent and warrant that all information You provide is complete, truthful, accurate, and up-to-date. You also agree to provide updated information if the information You have provided changes.
Review of Accounts and Payments. You grant to Us and Docyt reserves the right to review or place on hold any Docyt account or any payment requested or initiated, through the Service for any reason, including but not limited to credit and fraud risk or compliance with applicable laws (such as anti-money, laundering regulations, combating terrorist financing laws, OFAC sanctions and sanctions laws applicable in a country where You are located), conflicting ownership claims and legal orders. In Our sole discretion, Docyt may place a hold on a payment for as long as reasonably necessary to conduct an appropriate inquiry regarding the payment, a Docyt account, a User, an Organization or Individual, a Customer, a Vendor, or any related facts or circumstances. Depending on the results of this review, Docyt reserves the right to take any appropriate action, including canceling the payment, reversing the payment, or continuing to hold the payment pending instructions from a government agency.
Reports. You acknowledge that We and banks that offer services through Docyt may make appropriate reports regarding your activities made through the Service, including but not limited to financial institutions, regulators, tax agencies and law enforcement authorities, and We and banks that offer services through Docyt, will cooperate with the appropriate authorities in any resulting investigation or prosecution, all as required or permitted by law.

User Data

Docyt Access to User Data. If You upload, store, share, or otherwise process Your documents, information, data and content (“Your User Data”) or synch Your User Data from Your accounting software to the Service, You consent to Docyt’s access and processing of Your User Data in accordance with Our Privacy Policy, this Agreement, the settings on Your Docyt account, or the features of the Service You elect to use. Docyt reserves the right to remove or delete Your User Data from the Service for any reason, including if Your User Data violates this Agreement or applicable law, in Docyt’s reasonable discretion, without Docyt incurring any liability to You.
No Monitoring. You acknowledge and agree that Docyt has no responsibility to monitor or police Your use of the Service, including but not limited to communications, information or data transmitted through the Service, such as Your User Data, and Docyt will not be responsible for the content of any such communications, data or transmissions. However, Docyt reserves the right, at all times, to review, retain and disclose any such information as necessary to ensure compliance with this Agreement or as required or permitted by law.
Data Aggregation. In order to use Docyt, you grant Us and Our third-party partners and Service Providers, a non-exclusive, fully paid, world-wide and irrevocable license to use your Data as required to provide the Service, and to copy, anonymize, aggregate, process and display your Data, to derive anonymous statistical and usage data related to the Service (“Anonymous Data”) to compile, combine or incorporate such Anonymous Data with or into other similar data and information available, derived or obtained from other clients, customers, services, service providers, licensees or users of Docyt, or otherwise (collectively, Anonymous Data and such compiled, combined or incorporated data and information shall be referred to as “Aggregate Data”), to permit Docyt to provide additional services to its customers, including the copying, publication, distribution, display, licensing or sale of Aggregate Data and related or similar other statistics or data to third parties pursuant to a separate licensing or services arrangement or agreement. Docyt will be the owner of all right, title and interest in and to Anonymous Data and Aggregate Data. Your grant of license to copy, anonymize, aggregate, process, use and display your Data and Use Data shall survive the expiry or termination of this Agreement.
Docyt Access to Technical Data. You agree that Docyt may collect, use and disclose to Docyt’s service providers technical data and related information (including but not limited to information about Your device, system and application software, and peripherals), to provide You with the Service, Software updates, product support, risk and fraud management and other services related to the Service, and to track and report Your activity inside of the Service. You understand that Docyt may use Aggregated Data and Anonymous Data for analytics purposes. Please see Our Privacy Policy for more details on how Docyt collects, uses, shares and protects Your information.
No Liability. Subject to Our Privacy Notice, You agree that Docyt will have no responsibility or liability with respect to Your User Data that You request or choose to have processed, transmitted, disclosed, or stored in connection with the Service, including with respect to any of Your User Data that You request to have deleted from the Service, other than as provided under this Agreement.

Fees and Payment Terms

Service Fees. Access to the Service, or to certain features of the Service, may require You to pay certain fees applicable to the Service used or subscribed by You (individually and collectively, “Service Fees”), including but not limited to account subscription fees, transaction fees, payment processing fees, and other clerical support fees. Transaction, payment processing or other clerical support fees are separate from subscription fees associated with subscription plans. Information on Service Fees can be found on the Docyt Website, Your sales quote, or your Statement of Work agreement. You agree to pay when due all Service Fees applicable to Your use of the Service. You agree that You are responsible for the full amount of applicable Service Fees for each billing cycle in which You use the Service or maintain a Docyt account, even if You don’t use the Service during the billing cycle or use the Service for only a portion of the billing cycle. Docyt reserves the right to refuse to cancel Your Docyt account if Your account is not in good standing or has any overdue Service Fees.
Changes to Service Fees. Docyt reserves the right to change the Service Fees from time to time, in its sole discretion. Docyt will provide advanced notice of any material increase of a change in Service Fees. If the increase in Service Fees is not acceptable, Your sole and exclusive remedy will be to stop using the Service and/or cancel Your Docyt account, as applicable. By continuing to use the Service after notice of the new Service Fees, You accept all changes in Service Fees. All Service Fees are non-refundable, except in the sole discretion of Docyt.
Payment of Service Fees. You authorize Docyt to use the credit card You have provided to Us (as updated by You from time to time), or the bank account associated with Your Docyt account (each a “Billing Account”) to automatically charge You, in U.S. dollars, for the Service Fees applicable to Your Docyt account or Your use of the Service, plus any applicable taxes. If Docyt is unable to charge the Billing Account for any reason, You agree to pay all past due Service Fees and taxes within 5 business days of notice of non-payment from Docyt. If amounts owed are not paid within 5 days of that notice, interest will accrue on all past due amounts at the rate of 1.5% per month or the highest rate of interest allowed by law (whichever is less), calculated from the date the amount was due until the date that payment is received. If Your Docyt account becomes overdue, Docyt will be entitled to reimbursement for the reasonable costs of collection, including reasonable attorneys’ fees and expenses.
Docyt uses third-party payment processors (e.g. Stripe) for processing of Service Fees and does not directly store or manage Your bank account or credit card information. Docyt shall not be liable for any unauthorized access, loss, or theft of payment information processed by such Third Party payment processors, and You agree to indemnify Docyt against any claims or damages arising from such incidents.
Discounts and Credits. Docyt may, in its sole discretion, or as a result of a sales process, may add certain discounts on your Service fees and subscription costs (“Discounts”). Such Discounts are neither permanent, nor fixed in value, and We reserve the right to increase, decrease, or entirely remove them at any given moment, with or without notice. In its sole discretion. Docyt will provide advanced notice of any material reduction or a change in Discounts to your account. If such changes are not acceptable, Your sole and exclusive remedy will be to stop using the Service and/or cancel Your Docyt account, as applicable. By continuing to use the Service after notice of the changes to your Discounts, You accept all changes in Service Fees.

Docyt may, for a variety of reasons, add credits to your billing account. Such credits will automatically apply to your next invoice. Credits are not redeemable for cash or refunds, and will expire in 12 months or end of your billing contract (whichever is later).
Taxes. You will be responsible for paying, withholding, filing, and reporting all taxes, including sale and use tax and other governmental assessments now in force, enacted, or imposed in the future associated with Your use of our Services and/or any related transactions, provided that We may, in Our sole discretion, do any of the foregoing on your behalf and seek reimbursement from You for the cost of doing so. You are responsible for filing and providing any Form 1099-Ks to Your Vendors.

If we request that you provide your tax identification number and/or a US tax form such as W-9 or W-8, you must provide this information. If you do not provide us the requested information and documentation, you understand and agree that you may be subject to account limitations and federal and state withholding tax at the applicable rates on all US source income payments received. Where Docyt has determined in its reasonable discretion that withholding is applicable, you consent to Docyt withhold tax at the applicable rate from payments to you. We will send all withholding taxes to the appropriate taxing authorities and cannot refund those amounts.
Inactive Accounts. If Your Docyt account becomes inactive because You did not use the Service for an extended period of time, or because You have not linked a valid bank account, You may have a balance that is deemed “unclaimed” or “abandoned” under applicable state law. Docyt may transfer any such “unclaimed” or “abandoned” funds in Your Docyt account as required or permitted by applicable law. As provided by law, Docyt may deduct a dormancy fee from any funds transferred under this paragraph.

Deactivating a User or Canceling Your Docyt Account

Your Right to Cancel. You may request to deactivate a User or cancel Your Docyt account at least thirty (30) days prior to the end of your subscription term or billing cycle as stated in your sales quote or Statement of Work, by submitting a request through Your Docyt account or through Our customer support email.
Effective Date of Cancelation: Subscription Accounts. This section applies to You if Your Docyt account is an account with agreed upon subscription Service Fees (“Subscription Account”). Your Subscription Account will automatically renew each billing cycle unless You request to deactivate a User or cancel Your account. You may cancel Your Subscription Account in the manner described above. When You request to deactivate a User, the User deactivation will be effective on the last billing day of the then-current billing cycle for the Subscription Account or the date such request is processed and completed by Us, whichever is earlier. When You request to cancel a Subscription Account, the cancelation will be effective on the last day of the then-current billing cycle for Your Subscription Account, if there are no pending payments on the Docyt account or if all pending payments will be posted and completed before the end of that billing cycle. If there are pending payments that will not be posted and completed by the last day of the billing cycle in which You request to cancel Your Subscription Account, the account cancelation will be effective on the last day of the next billing cycle or the date on which the last requested payment is posted and completed, whichever is later. Docyt reserves the right to void any payments that have not been processed and paid on or before the effective date of account cancellation. You will be responsible for all Service Fees that accrue up to the effective date of cancelation. If You have any outstanding loan, the account cancellation will be effective on the date on which all principal, interest and indebtedness have been paid in full.
Effective Date of Cancelation: Non-Subscription Accounts. If You do not have a Subscription Account with Docyt, Your request to deactivate a User or to cancel Your Docyt account will be effective on the date the request is processed or the date on which the last requested payment is posted and completed, whichever is later. You will be responsible for all Service Fees that accrue up to the effective date of cancelation. If You have any outstanding loan, the account cancellation will be effective on the date on which all principal, interest and indebtedness have been paid in full.
Your Documents. If You cancel Your Docyt account, Docyt, its Partners, and the banks that offer services through Docyt may maintain copies of any information or data that You upload to or create in the Service, such as Your User Data, Bills, and Documents, as required or permitted by law, this Agreement or Our Privacy Notice.
Transition Period. After the Effective Date of Cancellation, upon Your request from Docyt for any assistance provided, data export facility, ERP or Accounting Software release, technical assistance, accounting assistance, manual or clerical support, Docyt may charge You additional fees on a fixed price or hourly billable basis.

Warranty and Disclaimer

THE SERVICE IS PROVIDED “AS-IS” WITHOUT ANY WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT. YOU ASSUME ALL RISK AS TO THE RESULTS AND PERFORMANCE OF THE SERVICE AND YOUR DEALING WITH ANY OTHER SERVICE USER. DOCYT DOES NOT WARRANT THAT THE SERVICE IS COMPLETELY SECURE OR IS FREE FROM BUGS, INTERRUPTIONS, ERRORS, OR OTHER PROGRAM LIMITATIONS, OR THAT ALL ERRORS WILL BE CORRECTED. DOCYT FURTHER DISCLAIMS ANY AND ALL WARRANTIES ARISING FROM THE COURSE OF DEALING OR USAGE OF TRADE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM DOCYT OR ELSEWHERE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT. YOU UNDERSTAND AND AGREE THAT YOU USE THE SERVICE, AND USE, ACCESS, DOWNLOAD, OR OTHERWISE OBTAIN MATERIALS OR CONTENT THROUGH THE SERVICE AND ANY ASSOCIATED SITES OR SERVICES, AT YOUR OWN DISCRETION AND RISK, AND THAT YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM OR MOBILE DEVICE USED IN CONNECTION WITH THE SERVICE), OR THE LOSS OF DATA THAT RESULTS FROM THE USE OF THE SERVICE OR THE DOWNLOAD OR USE OF THAT MATERIAL OR CONTENT.

From time to time, the Company may offer new “beta” features or tools with which its users may experiment. Such features or tools are offered solely for experimental purposes and without any warranty of any kind, and may be modified or discontinued at the Company’s sole discretion. The provisions of this section apply with full force to such features or tools.

Third-Party Services, Websites, and Products

Third-Party Services. Through the Service, You may access third-party websites, databases, networks, servers, information, software, programs, systems, directories, applications, or products or services offered through such third-party platforms (collectively, “Third-Party Services”).
No Control Over Third-Party Services. Docyt does not have or maintain any control over Third-Party Services, and is not responsible for their content, operation, or use. By linking or otherwise displaying information from or providing access to any Third-Party Services, Docyt does not give any representation, warranty or endorsement, express or implied, with respect to the legality, accuracy, quality, or authenticity of content, information, or services provided by those Third-Party Services.
Terms of Third-Party Services. Third-Party Services may have their own terms of use, licenses or privacy policies, and may have different practices and requirements from Docyt. For example, if You access or use the Plaid Platform (“Plaid”) through the Service, Your use of Plaid is subject to Plaid’s Terms of Service and the Plaid Privacy Policy. You are solely responsible for reviewing any terms of use, privacy policies or other terms governing Your use of these Third-Party Services, which You use at Your own risk. You are advised to make reasonable inquiries and investigations before entering into any transaction, financial or otherwise, and whether online or offline, with any third party related to any Third-Party Services.
Disclaimer of Liability for Third-Party Services. You are solely responsible for taking the precautions necessary to protect Yourself from fraud when using Third-Party Services, and to protect Your computer systems from viruses, worms, Trojan horses, and other harmful or destructive content and material that may be included on or may emanate from any Third-Party Services. Docyt disclaims any and all responsibility or liability for any harm resulting from Your use of Third-Party Services, and You irrevocably waive any claim against Docyt with respect to the content or operation of any Third-Party Services.
Third-Party Software. The software You download consists of a package of components, including certain third-party software (“Third-Party Software”) provided under separate license terms (the “Third-Party Terms”). Your use of the Third-Party Software in conjunction with the Service in a manner consistent with this Agreement is permitted, however, You may have broader rights under the applicable Third-Party Terms and nothing in this Agreement is intended to impose further restrictions on Your use of the Third-Party Software.
Synching Your Docyt Account with Your Accounting Software. If You choose to synchronize Your Docyt account and Your accounting software, You agree and consent to sharing, collection, use and storage of all of Your accounting data (including but not limited to, bills, invoices and payments, costs, charts of accounts, customer and vendor information, classifications and items, financial statements (ie, balance sheets, cashflow, P&L) journal entries and company information) between Your accounting software service and Docyt and any third party providers Docyt uses in relation to the synchronization (“Accounting Data Sharing Consent”). This Accounting Data Sharing Consent covers up to one year of data for any Docyt Payments or Account Receivables Services and up to three years of data for Financial Reports and Tax Forms. You understand and agree that You are solely responsible, and Docyt is not responsible, for the information and data that You choose to synchronize and share between Your Docyt account and Your accounting software. If You choose to link Your Docyt account to Your accounting software, You are making a determination that the accounting software is sufficiently secure to protect Your Docyt account. When You use third-party accounting software, You understand and agree that use is subject to the terms of service and privacy policy of the software provider.
Third-Party Disputes. DOCYT IS NOT AFFILIATED WITH ANY OTHER DOCYT USER, CARRIER, SERVICE PROVIDER, THIRD-PARTY, OR THIRD-PARTY SERVICE, AND ANY DISPUTE YOU HAVE WITH ANY OTHER DOCYT USER, CARRIER, SERVICE PROVIDER, THIRD-PARTY SERVICE, OR OTHER THIRD PARTY ARISING FROM YOUR USE OF THE SERVICE, INCLUDING, WITHOUT LIMITATION, YOUR EMPLOYER, IS SOLELY BETWEEN YOU AND SUCH THIRD PARTY, AND YOU IRREVOCABLY RELEASE DOCYT (AND OUR OFFICERS, DIRECTORS, AGENTS, SUBSIDIARIES, JOINT VENTURES, EMPLOYEES AND SERVICE PROVIDERS) FROM ANY AND ALL CLAIMS, DEMANDS AND DAMAGES (INCLUDING BUT NOT LIMITED TO DIRECT AND CONSEQUENTIAL DAMAGES AND OTHER SPECIAL, INDIRECT OR INCIDENTAL DAMAGES) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES. DOCYT WILL NOT, AND WILL NOT ATTEMPT, TO REVERSE OR OTHERWISE RECOVER ANY PAYMENT OR TRANSACTION THAT IS SUBJECT TO A BONA FIDE DISPUTE BETWEEN YOU AND ANY THIRD PARTY.
Limited Third-Party Rights to Enforce this Agreement. You acknowledge and agree that certain distributors of the Service, including but not limited to mobile app store providers, such as Apple, Inc. and Google Inc., are intended beneficiaries of this Agreement and have a limited right to enforce this Agreement directly against You. Other than as set out in this Section or in Section 18, this Agreement is not intended to grant rights to anyone except You and Docyt, and in no event shall the Agreement create any third-party beneficiary rights. No additional consents are required to exercise any rights to terminate, rescind, or agree to any variation, waiver, or settlement of this Agreement.
Mobile Applications. When You download a Docyt mobile application (“mobile app”) from the Apple App Store, the Google Play Store, or other authorized app store provider (collectively and individually, “Mobile Provider”) for use on a mobile device, You acknowledge and agree to that this Agreement is between You and Docyt only, not the Mobile Provider, and the Mobile Provider is not responsible for the Service or the content thereof. The Mobile Provider has no obligation whatsoever to furnish any maintenance and support services with respect to the Service. You agree that the Mobile Provider is not responsible for addressing any claims by You or any third party relating to the Service or your possession and/or use of the Service. The Mobile Provider is not responsible for the investigation, defense, settlement and discharge of any third-party claim that the Service or Your possession and use of the Service infringes that third party’s intellectual property rights. You agree to comply with any applicable third-party terms when using the Service through a mobile app.

Limitation of Liability

IN NO EVENT SHALL DOCYT OR ITS SERVICE PROVIDERS BE LIABLE TO YOU, YOUR ORGANIZATION OR INDIVIDUAL, ANY USER, OR ANY THIRD PARTY IN CONNECTION WITH THIS AGREEMENT OR THE SERVICE, FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL DAMAGES, LOSS OF INCOME, DATA, PROFITS, REVENUE OR BUSINESS INTERRUPTION, OR COST OF SUBSTITUTE SERVICES, OR OTHER ECONOMIC LOSS, WHETHER OR NOT DOCYT OR ITS SERVICE PROVIDERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND WHETHER ANY CLAIM FOR RECOVERY IS BASED ON THEORIES OF CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY) OR OTHERWISE. DOCYT AND ITS SERVICE PROVIDERS WILL NOT BE LIABLE FOR ATTORNEYS’ FEES, EXCEPT AS REQUIRED BY LAW.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, DOCYT MAKES NO WARRANTY AND ASSUMES NO RESPONSIBILITY OR LIABILITY FOR ANY DISPUTES, CHARGEBACKS, OVERCHARGES, DELAYED PAYMENTS, INSUFFICIENT FUNDS, EXPIRED CARDS, CIRCUMSTANCES BEYOND OUR CONTROL (INCLUDING WITHOUT LIMITATION POWER OUTAGES, SERVICE INTERRUPTIONS OR OTHERWISE), OR OTHER ISSUES RELATING TO THE TRANSACTIONS MADE THROUGH DOCYT OR OTHER SERVICES OFFERED BY THE RELEVANT THIRD-PARTY SERVICES. DOCYT IS UNDER NO OBLIGATION TO PAY YOU IF THE AMOUNT FUNDED BY YOUR CUSTOMER IS INSUFFICIENT TO COVER THE TOTAL AMOUNT DUE FROM YOUR CUSTOMER.

NOTWITHSTANDING ANY OTHER PROVISIONS OF THIS AGREEMENT, IN NO EVENT SHALL DOCYT’S OR ITS SERVICE PROVIDERS’ AGGREGATE LIABILITY TO YOU, YOUR ORGANIZATION OR INDIVIDUAL, ANY USER, OR ANY THIRD PARTY IN CONNECTION WITH THIS AGREEMENT OR THE SERVICE EXCEED THE TOTAL FEES PAID BY YOU OR YOUR ORGANIZATION TO DOCYT IN THE THREE MONTH PERIOD PRECEDING THE EVENT(S) THAT GAVE RISE TO SUCH LIABILITY, OR ONE HUNDRED DOLLARS ($100.00), WHICHEVER IS GREATER, REGARDLESS OF THE FORM OR THEORY OF THE CLAIM OR ACTION.

Each provision of this Agreement that provides for a limitation of liability, disclaimer of warranties, or exclusion of damages is intended to and does allocate the risks between the parties under this Agreement. Each of these provisions is severable and independent of all other provisions of this Agreement. All limitations of liability, disclaimers of warranties, and exclusions of consequential damages or other damages or remedies will remain fully valid, effective and enforceable in accordance with their respective terms, even under circumstances that cause an exclusive remedy to fail of its essential purpose. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF DAMAGES, LIABILITY OR CERTAIN WARRANTIES IN CERTAIN CIRCUMSTANCES. ACCORDINGLY, IN THOSE JURISDICTIONS, SOME OF THESE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY.

Indemnity

You agree to full liability and responsibility for Your use of the Service, and You will defend and indemnify Docyt and its officers, directors, employees, consultants, affiliates, subsidiaries and agents from and against every claim, liability, damage, loss, and expense, including reasonable attorneys’ fees and costs, arising out of or in any way connected with: (a) Your violation of any portion of this Agreement, or any applicable law or regulation; (b) Your violation of any third-party right, including any intellectual property right, or publicity, confidentiality, other property or privacy right; or (c) any dispute or issue between You and any third party. We reserve the right, at Our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by You (without limiting Your indemnification obligations with respect to that matter), and in that case, You agree to cooperate with Our defense of that claim.

Dispute Resolution and Agreement to Arbitrate

Mandatory Arbitration of Disputes. In the interest of resolving disputes between You and Docyt or the third parties that offer services through Docyt (the “Docyt Parties”) in the most expedient and cost-effective manner, YOU AND THE DOCYT PARTIES AGREE THAT EVERY EXCEPT AS PROVIDED BELOW, ANY DISPUTE, CLAIM, OR CONTROVERSY ARISING OUT OF OR RELATING IN ANY WAY TO THE SERVICE, THE WEBSITE, OR THIS AGREEMENT (A “CLAIM”) WILL BE RESOLVED ON AN INDIVIDUAL BASIS BY BINDING ARBITRATION OR IN SMALL CLAIMS COURT. You and the Docyt Parties agree that the U.S. Federal Arbitration Act governs the interpretation and enforcement of this arbitration provision and that You and Docyt are each waiving the right to a trial by jury or to participate in a class action. This arbitration provision shall survive termination of this Agreement. Arbitration is less formal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, may allow for more limited discovery than in court, and is subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award (although the arbitrator must abide by the contractual limits on damages in this Agreement) and must enforce applicable statutes of limitation and legal defenses.

Either You or the Docyt Parties can seek to have a Claim resolved in small claims court if all the requirements of small claims court are satisfied. Either You or the Docyt Parties may seek to have a Claim resolved in small claims court in your county of residence or the small claims court in closest proximity to Your residence, and You may also bring a Claim in small claims court in the Superior Court of California, County of Santa Clara.
Class Action Waiver. TO THE FULLEST EXTENT PERMITTED BY LAW, YOU AND THE DOCYT PARTIES AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. YOU AND THE DOCYT PARTIES AGREE THAT CLASS ACTIONS, CLASS ARBITRATIONS, REPRESENTATIVE ACTIONS, AND/OR CONSOLIDATION OF ACTIONS OR ARBITRATIONS ARE NOT ALLOWED. If this specific Class Action Waiver provision is found to be unenforceable, then the entirety of this Dispute Resolution section shall be null and void.
Notice of Claim and Good Faith Efforts to Resolve a Claim. If You intend to seek arbitration, You must first send a written notice of Your Claim (“Notice”) to Docyt. The Notice of Claim to Docyt should be sent to: Docyt Inc, 5255 Stevens Creek Blvd, STE 220, Santa Clara CA 95051. The Notice should include both the mailing address and email address You would like Docyt to use to contact You. A Notice, whether sent by You or Docyt, must describe: (a) the nature and basis of the Claim; and (b) the remedy sought. You and Docyt or the Docyt Parties as applicable agree to make good faith efforts to resolve the Claim directly. The statute of limitations and any filing fee deadlines shall be tolled while the parties engage in the informal dispute resolution process set forth in this section. If we do not reach an agreement within 60 days after the Notice is received, You or the Docyt Parties may commence an arbitration proceeding by filing a Demand for Arbitration or, alternatively, by filing a Claim in small claims court. If a Claim qualifies for small claims court, but a party commences an arbitration proceeding, You and the Docyt Parties agree that either party may elect instead to have the Claim resolved in small claims court, and upon written notice of a party’s election, the Judicial Arbitration and Mediation Services Inc. (“JAMS”) will administratively close the arbitration proceeding. Any dispute about whether a Claim qualifies for small claims court shall be resolved by that court, not by an arbitrator. In the event of any such dispute, the arbitration proceeding shall remain closed unless and until a decision by the small claims court that the Claim should proceed in arbitration.
Arbitration Procedures. A party who wishes to commence arbitration must submit a written Demand for Arbitration under the Streamlined Arbitration Rules and Procedures of JAMs then in effect, where the claim limit for application of the Streamlined Rules is not exceeded. Where the Streamlined Rules do not apply, then the JAMS Comprehensive Rules will apply. The applicable JAMS Rules apply, excluding any rules or procedures governing or permitting class, representative or consolidated actions. The arbitrator is bound by this Agreement and the parties agree that the provisions of this Agreement override any inconsistent, conflicting or contrary Rules by JAMS. JAMS may be contacted at www.jamsadr.com. The arbitration will be decided by one commercial arbitrator with substantial experience in resolving commercial disputes, who shall be selected from the appropriate list of JAMS arbitrators in accordance with applicable Rules. Unless You and the Docyt Parties agree otherwise, any arbitration hearings will take place in the county (or parish) of either Your residence or of the mailing address provided in Your Notice. Except as otherwise expressly provided herein, all issues are for the arbitrator to decide, including issues relating to the interpretation, scope and enforceability of this Agreement. The arbitrator shall issue a written decision sufficient to explain the essential findings and conclusions on which the award is based. The award shall be binding only among the parties and shall have no preclusive effect in any other arbitration or other proceeding involving a different party. Judgment on any award may be entered in any court having jurisdiction. This Agreement shall not preclude any party to the arbitration from at any time seeking injunctions or other forms of equitable relief in aid of arbitration from a court of appropriate jurisdiction including whether a Demand for Arbitration is filed in violation of this Agreement.
Injunctive and Declaratory Relief. Except as provided elsewhere in this Agreement, unless You or the Docyt Parties seek to have a Claim resolved in small claims court, the arbitrator shall determine all issues of liability on the merits of any Claim asserted by You or the Docyt Parties and may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual Claim. To the extent that You or the Docyt Parties prevail on a Claim and seek public injunctive relief (that is, injunctive relief that has the primary purpose and effect of prohibiting unlawful acts that threaten future injury to the public), the entitlement to and extent of such relief must be litigated in a civil court of competent jurisdiction and not in arbitration. The parties agree that litigation of any issues of public injunctive relief shall be stayed pending the outcome of the merits of any individual Claims in arbitration. Before a court of competent jurisdiction issues any public injunctive relief, it shall review the factual findings of the arbitration award on which any injunction would issue with no deference to the arbitrator. Notwithstanding any other provision of this Agreement, we each retain the right to seek injunctive or other equitable relief from a court to prevent (or enjoin) the infringement or misappropriation of our intellectual property.
Arbitration Costs. Payment of all filing, administrative, and arbitrator fees will be governed by the JAMS Rules. Docyt will reimburse You for the JAMS filing fee up to the amount of the filing fee You would have incurred if You had brought Your Claim in Court. However, if the arbitrator finds that either the substance of Your Claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), You agree to reimburse Docyt for any fees paid on Your behalf that would otherwise be Your obligation under the JAMS Rules. The parties agree that JAMS has discretion to modify the amount or timing of any administrative or arbitration fees due under the JAMS Rules where it deems appropriate, provided that such modification does not increase the JAMS fees to You or the Docyt Parties and YOU and the Docyt Parties waive any objection to such fee modification.
Severability. With the exception of the provisions in the Class Action Waiver section of this Agreement, if any part of this arbitration provision is found to be invalid or unenforceable, the remaining provisions of this Agreement will still apply.

Governing Law; Choice of Forum

This Agreement and all matters arising out of or relating to this Agreement, including any disputes between You and Docyt, will be governed by the laws of the State of California, without regard to its conflicts of law provisions. To the extent that any dispute or action relating to this Agreement is permitted to be brought in a court of law, You agree that the legal action or proceeding will be brought exclusively in the state courts located in Santa Clara County, California, or the federal courts in the Northern District of California. Subject to the provisions of Section 16, You and Docyt agree to submit to the exclusive jurisdiction of and agree that venue is proper in the state courts located in Santa Clara County, California, or the federal courts in the Northern District of California in any legal action or proceeding.

Other Provisions

Headings. The headings in this Agreement are for convenience only and have no legal effect.
Force Majeure. Docyt will not be liable for any delay or failure to perform any obligation related to the Service if the delay or failure is due to unforeseen events that are beyond Docyt’s reasonable control, such as strikes, blockade, war, terrorism, riots, natural disasters, epidemic, or governmental action.
Waiver. The waiver of any default or breach of this Agreement will not constitute a waiver of any other or subsequent default or breach. Except as otherwise stated in this Agreement, the exercise of any remedy under this Agreement will be without prejudice to other remedies available under this Agreement or otherwise.
Severability. In the event any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions of the Agreement will remain in full force and effect.
Compliance with Laws. You and Docyt each agree to comply with all applicable laws and regulations with respect to the Service and Your use of the Service, including without limitation any export laws and regulations of the United States.
No Agency. Except as otherwise expressly provided in Our Agreement with You, nothing in this Agreement, will be construed to create a partnership, joint venture, agency or fiduciary relationship between You and Docyt.
Third-Party Beneficiaries. This Agreement is intended for the sole and exclusive benefit of You and Docyt and the banks that provide products or services through Docyt (as third party beneficiaries of this Agreement and have a limited right to enforce this Agreement directly against You with respect to such bank products or services), and is not intended to benefit any third party, except as otherwise stated.
Entire Agreement. This Agreement constitutes the complete and exclusive agreement between You and Docyt concerning the Service and supersedes all other agreements or understandings, written or oral, about the Service.

Updates and Changes to This Agreement

We may modify or change this Agreement (including adding and deleting any terms), as well as its policies incorporated in this Agreement (collectively for purposes of this paragraph “Agreement”), at any time, in Our sole discretion by posting the updated Agreement on Our Website with such update effective on the new effective date of the Agreement. For material changes, We will provide notice of the change by posting the updated Agreement on Our Website or in any other reasonable manner of notice, 30 days in advance of the effective date (or where required by law or regulations upon shorter notice) of the Agreement. You will be deemed to have accepted and agreed to any revisions or changes to this Agreement at the time of (i) Your electronic acceptance of the revised, changed or new Agreement, or (ii) Your use of the Service after the effective date of the revised, changed or new Agreement. If the revised, changed or new Agreement is not acceptable to You, Your sole and exclusive remedy will be to stop using the Service and/or to cancel Your account as provided in Section 11.

SCHEDULE 1

Bill Payment Service

This Schedule 1 sets forth additional Terms that apply to all uses of the accounts payable services, features and functionalities (“Bill Payment Service”) of the Service. This Schedule is supplemental to and incorporated into the Agreement that governs the Service. All capitalized terms used but not defined herein have the meanings given to them in the Terms.

Using the Bill Payment Service

Using the Bill Payment Service. The “Bill Payment Service” is a set of services, features and functionalities that enables You to make payments to Vendors through the Service.
Payment Accounts. To use the Bill Payment Service, You must associate one or more valid bank account(s), credit card(s), or debit card(s) (individually and collectively, Your “Payment Account”) with Your Docyt account. Any bank account that You may associate with Your Docyt account will be considered to be a “Payment Account.” When You enter Payment Account information for purposes of the Bill Payment Service, You represent and warrant:

You have the authority to provide and disclose the Payment Account information to Docyt;

You have the authority to and do authorize the initiation of ACH debit or credit entries, as applicable, to the Payment Account in accordance with any payment instructions provided in connection with Your Docyt account or use of the Service, and, as necessary, the initiation of adjustments or reversals as provided under this Agreement, or applicable law, rules or regulations;

You will provide complete and accurate information to Docyt about the Payment Account, including, but not limited to, information on the ownership of the account, and will notify Us promptly if the Payment Account information or ownership changes; and

Each payment that You request through the Service complies with this Agreement and applicable law, regulations and rules.
Authorized Payers. By entitling a User to make payments through the Service (a “Payer”), You represent and warrant to Us that the Payer is authorized to instruct Docyt to make payments and to initiate debit or credit entries, as applicable, to or from any Payment Account, as provided under this Agreement, the terms of the financial institution holding the Payment Account, and any applicable laws, regulations or rules. You will be responsible for any and all payments requested or made by a Payer, whether or not authorized by You.
Payment Instructions. When We receive a payment instruction from You or any Payer, We will use commercially reasonable efforts to make and deliver the payment, subject to this Agreement, and You authorize Us to debit Your Payment Account and remit funds on Your behalf, all in accordance with the payment instruction. You agree to be bound by any payment instructions that You or any Payer provides to Us, to the fullest extent allowed by law.
Rights We Reserve. Docyt reserves the right to limit or cap or to refuse to make any payment transaction requested or initiated through the Bill Payment Service, for any reason, in Docyt’s sole discretion, without Docyt incurring any liability to You. By using the Bill Payment Service, You grant to Us and Docyt reserves the right to suspend or cancel any payments requested or initiated by You or a Payer, including if Your Docyt account is not in good standing. In the event that We suspend or cancel Your payment, Docyt will credit the amount of any electronic ACH debit(s) received by Us to fund the payment (as described in Section 10 of this Schedule) to Your Payment Account, and You authorize Docyt, in its sole discretion, to withhold and collect from any such credit(s) any Service Fees or other amounts owed by You to Docyt.
Docyt Wallet. If You have an eligible Docyt account, You will be able to hold a balance of funds in Your Docyt Wallet account (a “Docyt Wallet). Docyt Wallet allows eligible Docyt accounts to receive money, hold money, transfer money to pay Vendors, and move money from Your Docyt Wallet to Your Payment Account. You will pay the standard transaction fees for any transfers from Your Docyt Wallet to pay Vendors.

Receiving funds into Docyt Wallet. You may elect to have monies sent to You through the Payments Service to placed into Your Docyt Wallet. You may change your election at any time through Your Docyt Account settings. When You adjust Your account settings to allow money sent to You through the Accounts Receivable Service to be placed in Your Docyt Wallet, You authorize Docyt and its third-party providers to receive and hold payments directed to You into the Docyt Wallet.
Funding your Docyt Wallet. You may use funds from Your Payment Account to fund Your Docyt Wallet. Each time You instruct Docyt to add funds from Your Payment Account to Your Docyt Wallet, You authorize Us to immediately debit the Payment Account at the time of the transfer for the amount instructed. You also authorize Docyt to return funds to Your Payment Account in the event that a transfer of funds to Your Docyt Wallet is canceled or not possible for any reason. If We are unable to return funds from Your Docyt Wallet to your Payment Account, We will request that You provide us with a new Payment Account or an address to mail a check to return those funds to You.
Funds added to Your Docyt Wallet will be stored in a master bank account owned by Docyt or a Docyt partner (such as “Dwolla”), as custodian and for Your benefit. Docyt Wallet funds may be commingled with other funds similarly collected by and held by Docyt for purposes of making payments requested through the Service. Even though Docyt Wallet funds will be held in an account owned by Docyt or a Docyt Partner, the funds are held solely for the benefit of the User, not Docyt, and the Docyt Wallet User will be the principal with respect to those funds. Docyt will not mix Your funds with Docyt’s corporate funds and Docyt will not use Your funds for any corporate purposes, nor will Docyt voluntarily make Your funds available to its creditors in the event of bankruptcy. Funds in Your Docyt Wallet will be held in U.S. dollars.
Transferring funds out of Docyt Wallet. You may electronically transfer funds from Your Docyt Wallet to Your Payment Account by instructing Docyt to transfer funds to Your Payment Account. Docyt will settle these electronic transfers to Your Payment Account based on the method You choose, including but not limited to, a wire or an ACH credit to your Payment Account through the National Automated Clearing House Association (“NACHA”). These transfers from Your Docyt Wallet will typically arrive in Your Payment Account within three (3) business days from the date of Your payment instruction. We may limit how many withdrawals You can initiate from Your Docyt Wallet to Your Payment Account and the amount of funds You can transfer in a single transaction. We may also delay a withdrawal, in certain situations, including to confirm that You have authorized the withdrawal or if there are insufficient funds in Your Docyt Wallet. We will charge our standard transaction fees to transfer funds from Your Docyt Wallet to Your Payment Account via an ACH or check. If You request a paper check from Us, You must cash it within 180 days of the date of issuance, or We will return the funds to Your Docyt Wallet.
Funds in Docyt Wallet. You acknowledge and agree that You will not receive interest on or other monetary benefits derived from funds that You have in Your Docyt Wallet. Docyt may freeze, withhold, or remand funds in Your Docyt Wallet in response to a facially valid subpoena, court order, search warrant, notice, or other binding order from a governmental authority or third party, including but not limited to tax levies, garnishment orders, or lien notices, to the extent permitted by law and without incurring any liability to You. We will decide, in Our sole discretion, what action is required of Us. Unless the court order, applicable law, regulatory requirement or other legal process (“Legal Order”) requires otherwise, We will notify you of these actions. When We implement a hold or limitation as a result of a Legal Order the hold or limitation may remain in place longer than 180 days.
Closing Docyt Wallet. You cannot close Your Docyt Account without closing Your Docyt Wallet. You can terminate Your relationship with Us, but You will remain liable for all obligations related to Your Docyt Wallet and Docyt Account, even after those accounts are closed. In certain circumstances, such as the following, You may not turn off the Docyt Wallet feature or close Your Docyt Account: (1) to evade investigation; (2) if You have a pending transaction using Your Docyt Wallet as the payment method or an open dispute or claim related to Your Docyt Wallet; (3) if Your Docyt Wallet has a negative balance; or (4) if Your Docyt Wallet is subject to a hold or limitation. You are responsible for all reversals, chargebacks, claims, fees, fines, penalties, or other liability incurred by Docyt, or a Docyt customer, or a third party caused by or arising out of the Terms applicable to your use of Docyt Wallet.
If You do not log in to Your Docyt Account for at least two years, Docyt may close Your Docyt Wallet and send any funds in the Docyt Wallet to Your primary address or, if required, send those funds to Your state of residency. We will determine your state of residency based on the state listed as the address for your Docyt Account.
Docyt Remedies. We may immediately suspend or close your Docyt Wallet for any reason (including but not limited to violation of the Agreement, these Payment Terms, or the law and the failure to pay applicable Service Fees), in Our reasonable discretion, without Docyt incurring any liability to You. If We suspend or terminate Your Docyt Wallet, We will use commercially reasonable efforts to provide notice to You, but will not be required to do so and will not be liable for failure to do so. Upon such suspension or termination, We will make any unrestricted funds available for withdrawal or send those funds to You via check.

You agree to create a Dwolla Account. In order to use the ACH payment functionality of our application, you must open a “Dwolla Platform” account provided by Dwolla, Inc. and you must accept the Dwolla Terms of Service and Privacy Policy. Any funds held in the Dwolla account are held by Dwolla’s financial institution partners as set out in the Dwolla Terms of Service. You authorize us to collect and share with Dwolla your personal information including full name, date of birth, social security number, physical address, email address and financial information, and you are responsible for the accuracy and completeness of that data. You understand that you will access and manage your Dwolla account through our application, and Dwolla account notifications will be sent by us, not Dwolla. We will provide customer support for your Dwolla account activity, and can be reached at support@docyt.com

Vendor Set Up and Management

Setting Up Your Vendors. To use the Bill Payment Service, You will be required to provide information for Your Vendors, including for Vendors that are not part of the Docyt Business Network. For each Vendor, You agree to provide correct and current information as requested by Docyt. By providing, entering, connecting, or uploading any Vendor information to the Service, You represent and warrant that You have obtained all necessary authorizations or consents from the Vendor to share such information. You represent and warrant that the Vendor agrees, or You have the authority to agree on behalf of the Vendor, to be subject to and comply with this Agreement and all applicable laws, rules and regulations. You authorize Us to send emails, text messages and to call Your Vendors as needed to facilitate the Services provided to You and to provide Your Vendors with information regarding other products or Services. You represent and warrant that Your Vendor has agreed to receive such communications from Us. You further represent and warrant that when We send Your Vendor transactional communications that relate to payments that those communications facilitate a previously agreed upon commercial transaction between You and Your Vendor.

You are solely responsible and Docyt is not responsible for verifying the accuracy of any Vendor information provided in connection with Your Docyt account or use of the Service. Docyt will have no liability for losses or damages resulting from the accuracy or inaccuracy of Your Vendor’s information, including bank account information, or Your or Your Vendor’s actions or inactions. If You invite a Vendor to set up a Docyt account, You acknowledge that it may take several business days to set up the Vendor in the Service. Docyt does not guarantee that a Vendor will be set up in the Service.
Vendor Selection. If You choose to connect with, link or pay a Vendor in the Docyt Business Network, You acknowledge and agree that You are solely responsible for selecting and paying the correct Vendor. Docyt will have no liability or responsibility if You select or pay an incorrect Vendor.
Payment Instruction Authorizations. When You create or link a Vendor to Your Docyt account, You authorize Us to follow the payment instructions that We receive from You or a Payer to pay that Vendor. In order to process payments more efficiently and effectively, We may submit check payments to the best known Vendor address, alter payment data or data formats for a Vendor, or send a payment through the Docyt Virtual Card Service as provided in Section 12 of this Schedule, all in Our sole discretion and without notice to You. Docyt reserves the right to refuse to make payments to any Vendor, in Docyt’s sole discretion.

Choosing a Payment Method

To use the Bill Payment Service, for each payment transaction, You must choose a payment method to pay Your Vendor. Available payment methods may include electronic ACH payment, check payment, Card payments, or virtual card payment. The payment method selected may be governed by additional Terms, including as set forth in other Schedules to this Agreement. Docyt reserves the right to change or limit the payment method options available to any Payer or Vendor, or to select the method by which a payment transaction will be made, all in Docyt’s sole discretion.

Scheduling Bill Payment

Process Dates. Payment transactions made through the Bill Payment Service require sufficient time for Docyt to debit Your Payment Account and for Your Vendor to receive payment. When making a payment through the Bill Payment Service, You must select an available date on which Docyt will process the ACH debit from Your Payment Account to fund the payment (“Process Date”). You agree that You are solely responsible for scheduling payments and selecting an appropriate Process Date for each payment transaction. You understand that the selection of a future Process Date may not be available for all products and services.
No Warranty or Representation. When provided by Docyt, estimated payment dates are for convenience only, and Docyt does not guarantee that a payment to a Vendor will be made within any specific time frame of the Process Date, and Docyt disclaims any responsibility or liability if a payment scheduled through the Bill Pay Service is not made to a Vendor on or before any specific date. It is Your sole responsibility to ensure that payment to a Vendor is made as required by agreement, contract or law. Except as otherwise agreed or required by law, You will be solely responsible and Docyt will not be responsible for all penalties, interest charges, and other late payment fees associated with payments that are delivered after their due date.

Debits from Your Payment Account

Debits. When You use the Bill Payment Service to pay a Vendor, You are responsible for the payment amount and agree to fund the payment to Docyt. To fund the payment, You authorize Docyt to process a debit or charge to Your Payment Account, pursuant to your Payment Instructions, in the full amount of each payment You or a Payer has requested. If a debit or charge to Your Payment Account to fund a payment made by You through the Service is rejected or returned by Your bank for any reason, YOU UNDERSTAND AND AGREE THAT YOU CONTINUE TO BE RESPONSIBLE FOR FUNDING THE PAYMENT AMOUNT AND AGREE TO PAY THE AMOUNT OF THE RETURNED DEBIT DIRECTLY TO Docyt WITHIN 5 BUSINESS DAYS. You agree that We may resubmit a returned or rejected debit to any Payment Account in Our sole discretion. You agree to pay all penalties, interest charges, late payment fees, service fees, and/or interest related to the rejected or returned funding debit. If an ACH debit or Card payment processed by Us from Your Payment Account is rejected or returned for any reason, We reserve the right to suspend all payments from Your Docyt account, or to terminate Your Docyt account, all in Our sole discretion in addition to other rights and remedies We have under the law and this Agreement.
ACH Debits from Your Payment Account. You certify that Your Payment Account is enabled for ACH debits, and agree to reimburse Docyt for all penalties and fees incurred if any funding ACH debit is returned because Your Payment account was not properly configured to accept ACH debits.

Payment Cancelation or Modification

Payment Cancelation. You understand and agree that when You authorize a payment to be made to a Vendor through the Service, Your authorization remains in effect for up to 30 days. Payments that are scheduled but have not yet begun to be processed may be canceled and, if a change is needed, reissued, through Your Docyt account. Once Docyt has begun to process a payment, the payment cannot be canceled, and You must request to void the payment.
Void Payment Requests. To stop a payment after Docyt has begun to process it, You must request to void the payment (“Void Payment Request”) through the Service. If You submit a Void Payment Request, Docyt will use commercially reasonable efforts to stop the payment, but You understand and agree that Docyt may not be able to stop the payment. Docyt’s ability to stop a payment depends on a number of factors, including but not limited to the payment method and whether the payment has cleared the Vendor’s account. You agree that Docyt will not have any liability for failing to stop a payment that has begun to process. A Void Payment Request may be subject to a fee.
Rights We Reserve. Docyt reserves the right to expire, void or cancel any payment if the payment is not deposited or otherwise received and processed by a Vendor within a reasonable amount of time, as determined by Docyt in Our sole discretion. If We expire, void or cancel any payment, You authorize and We will credit the amount of the payment to Your Payment Account, less any Service Fees or other amounts owed by You to Docyt.

Returned Transactions

You are solely responsible for the accuracy of the payment information or the payment instructions provided to Docyt. If a payment is refused or returned, Docyt will void the payment, unless Docyt in its sole discretion agrees to take other action on the payment such as crediting or reissuing the payment. If a returned or refused payment is voided, You authorize Docyt to credit the amount of the payment to Your Payment Account, less any Service Fees or other amounts owed by You to Docyt.

Document Management

You may upload invoices, bills, statements of accounts from Vendors, or other documents (“Bills”) to the Inbox of Your Docyt account. You may also authorize Vendors to send electronic Bills to Your Docyt account, or You can create Bills using the Service. You are solely responsible for the Bills uploaded, created, recorded, processed, approved, paid, and/or synced or shared with third parties through Your Docyt account. Docyt is not responsible for any Bills, including those that are misdirected or not received.

Various modules in Docyt can receive documents like Bills, Receipts, Point of Sale data, etc. via emails sent to unique email ids associated with your Docyt account. If these email IDs are shared with Your Vendors, Employees, or other Individuals, then they can submit documents to Your Docyt account without restriction, and is outside the control of Docyt. As a result, Docyt will not be held liable for, and you accept the risk of loss arising from, any error, delay, failure or inaccuracy of Bills and other data getting processed in Your Docyt account through this process.

Artificial Intelligence Powered Automatic Data Entry

Docyt offers, and You may choose to use, an Autopilot setting (“Autopilot”) that can assist You in extracting information from Bills & Invoices, Receipts, Revenue Reports, Bank & Credit Card Transactions, and other similar back-office data, and further processing them for accounting categorization, and eventually automatically entering such information in to your connected accounting software. The accuracy of the Autopilot feature varies based on the quality and volume of data and is available to you only as an additional convenience. Autopilot is not designed to completely replace human oversight, and Docyt will not be held liable for, and you accept the risk of loss arising from, any error, delay, failure or inaccuracy of Docyt Autopilot.

Electronic Payments

ACH Applicable Rules and Law. Your use of the Bill Payment Service will include Your consent and authorization for Docyt and its third party Partners (such as “Dwolla”) to process and originate electronic ACH debits and credits. You agree that all electronic ACH transactions requested or processed in connection with Your Docyt account or Your use of the Service are subject to this Agreement, the Operating Rules of the National Automated Clearing House Association (“Nacha Rules”), and all other applicable laws, rules and regulations, which may include Uniform Commercial Code Article 4A or Regulation E. For purposes of the Nacha Rules, Docyt is an “Originator” or a “Third Party Service Provider” or a “Third Party Sender.” Docyt reserves the right to refuse to make any payment through the ACH Network, for any reason, in Docyts sole discretion.
Your Agreement and Representations. For purposes of ACH debits and credits, You:

understand and agree that all payments processed through the Service via ACH are funded by an electronic withdrawal (an “ACH debit”) processed for Docyt through the ACH Network from the bank account of the party making payment (the “Payor”);
authorize Docyt to initiate and process ACH debits and credits in accordance with Your payment instructions and as provided under this Agreement;
agree to be subject to and comply with this Agreement, the Nacha Rules, and all other applicable laws, rules and regulations; and
represent and warrant that Your Vendor or Customer agrees, or You have the authority to agree on behalf of Your Customer or Vendor, to be subject to and comply with this Agreement, the Nacha Rules, and all other applicable laws, rules and regulations.

Returns and Maintaining Sufficient Funds. When using the Service, including the Bill Payment Service, You understand and agree that it may take more than 60 days for Docyt to receive notice of the return or reversal of an ACH debit and/or to exercise any rights granted or reserved under this Agreement. You agree at all times to maintain sufficient funds in Your Payment Account to satisfy all obligations to Docyt in connection with Your Docyt account or Your use of the Service, including returns, reversals, and associated fees, and to add funds immediately if Docyt notifies You that Your funds are insufficient.
Ownership of Funds Collected for Payment. In the event that Docyt processes an ACH debit or charges a Card to fund a payment before Docyt makes the associated bill payment disbursement, the funds collected through the ACH debit from Your Payments Account or through a charge to Your Card will be held in a master bank account owned by Docyt, as custodian and for the benefit of the Payor. These funds may be commingled with other funds similarly collected and held by Docyt for purposes of making payments requested through the Service. Even though the funds will be held in an account owned by Docyt, the funds are held solely for the benefit of the Payor, not Docyt, and the Payor will be principal with respect to those funds.

The Docyt Virtual Card Service

Docyt Virtual Card Service. If Your Vendor has confirmed that it accepts payment by virtual card, Your payments to the Vendor through the Bill Pay Service may be made using the virtual card payment method (“Virtual Card Service”). Docyt reserves the right to refuse to make any payment using the Virtual Card Service, or to change the payment method from the Virtual Card Service to check or ACH for any payment transaction, for any reason, in Docyt’s sole discretion, without Docyt incurring any liability to You.
Virtual Card Payments. You understand and agree that Docyt may use a third-party service provider (the “Virtual Card Provider”) to issue or manage the virtual cards used to execute payments requested or initiated through the Virtual Card Service, subject to Docyt’s responsibilities and representations under this Agreement.

You understand and agree that the virtual card payment option will be available only to pay Vendors that have confirmed that they accept virtual cards as a method of payment. You grant to Us, and Docyt reserves, the right to choose, together with the Virtual Card Provider and/or Your Vendor, the manner in which the virtual card payments will be provided or delivered to Your Vendor. You understand and agree that neither Docyt nor the Virtual Card Manager is responsible for any costs incurred by Your Vendor in connection with the use of the Virtual Card Service. The Vendor will be solely responsible for any costs or fees related to the receipt or processing of the virtual card payment.

A Vendor that participates in the Virtual Card Service may opt out of receiving virtual card payments at any time. If a Vendor opts out of the Virtual Card Service and/or virtual card payments from You, Your payments to that Vendor through the Service will be made by check or electronic ACH payment, based on Your account settings and/or as provided under this Agreement. You acknowledge and agree that You are solely responsible for any payment owed by You to a Vendor, and that Docyt has no responsibility or liability related to the acceptance or return of virtual card payments by a Vendor or the Vendor’s participation in or opt out of the Virtual Card Service. You grant Us the right to credit to Your Payment Account the amount(s) of any unprocessed virtual card payments, less any Service Fees or other amounts owed by You to Docyt, as provided in this Agreement.
Business Payments Only. Our Virtual Card Service is intended for business payments. Docyt reserves the right, without Docyt incurring any liability to You, to refuse to make any payment using the Virtual Card Service or to change Your originally selected payment method from virtual card to check or ACH payment if Docyt determines based on commercially reasonable diligence that Your payment is not being made for a commercial purpose.
Communications. When You use the Bill Payment Service, You authorize Docyt and/or the Virtual Card Provider, on behalf of Docyt, to contact Your Vendors to determine their ability to accept virtual card payments. You represent and warrant to Docyt and/or the Virtual Card Provider that You have all authorization or consents required to permit Docyt or the Virtual Card Provider to contact Your Vendors.

Docyt Checks:

Docyt provides a way to send paper checks for bill payments and other business payment transactions. This is an optional paid service that uses Docyt’s third-party check printing partners for printing, postage, mailing, and delivery via the United States Postal Service’s First-Class Mail (collectively referred to as “Docyt Check”).
Information Printed on Docyt Checks: Docyt Checks are connected to Your business bank account, which You set up inside your Docyt account, and visibly display your business bank account number, bank routing number, business name, and address information. You accept that the authorized signatory on your business bank account will provide their digital signature image to Docyt during Your account setup, and You grant Docyt a license to print this digital signature image on your Docyt Checks. You agree that this digital signature image carries the full force of the bank authorized signatory’s approval, similar to a physical signature on a physical bank check, for processing and redemption of the Docyt Check by the recipient.
Scheduling and Delivery of Docyt Checks: You are solely responsible for scheduling Docyt Check payments on a date that allows sufficient time for delivery on or before the bill’s due date. Typically, it takes ten full business days to deliver a check payment within the territorial United States by First-Class Mail. However, the expected delivery time frame is an estimated projection, and actual times may vary based on seasonality, holidays, cancellation windows, USPS delays, and the mail acceptance processes of the receiving party. Docyt is not responsible for any delays in delivery of checks or any associated penalties for late payment fees.
Check Attachments: Docyt provides an optional feature to add up to eight (8) pages of attachments to the Docyt Check, utilizing both the front and back of letter-sized paper, up to a maximum of four sheets in addition to the actual check stock paper. These attachments must be part of the original invoice or document uploaded in the Docyt Bill Pay application, and the authorized Payer on Your Docyt account must select the necessary attachments before payment generation. The printing quality and resolution of such attachments are not guaranteed by Docyt and depend on various factors, including the resolution and quality of Your uploaded image, image compression algorithms used by our third-party printing partners, and the quality of paper used for such attachments. Docyt is not responsible for the readability or quality of the final print outcome of attachments.
Financial Institution Notification: You agree to notify Your bank or financial institution regarding Your use of Docyt’s services, including the Docyt Bill Pay service and Docyt Check service, and Your use of a digital signature on paper checks generated by Docyt. Any Docyt Checks rejected by Your financial institution or bank, and any associated fees and penalties, will be Your responsibility. Docyt will not be liable for such fees or penalties.
Insufficient Funds in Bank Account: You agree to maintain sufficient funds in Your bank account connected to Docyt Checks to satisfy all pending obligations. This includes the amounts printed on the checks, fees associated with any bank processing, check stop fees, returns, reversals, and fees due to insufficient balance. Docyt will not be liable for any vendor claims, fees, or penalties arising from declined checks due to bank account closure, insufficient balance, or rejection of processing of a Docyt Check by Your financial institution or bank.
Voiding, Cancellation, Stop Payment of a Docyt Check: Docyt has a default check cancellation window of four (4) hours, within which it is possible to cancel a Docyt Check. Once this cancellation window has passed, the printing and shipping of the Docyt Check cannot be stopped. The physical check will be printed, mailed, and sent to the recipient’s address. If You need to stop the Docyt Check from being processed, You must work directly with Your bank or financial institution as well as the recipient of the Docyt Check. You will be liable for any penalties or fees associated with such check cancellations. Docyt cannot assist in communication or processing of such stop payment requests. If You stop a check, void a check, or otherwise cancel a check after it has been processed by Docyt, We will not refund any portion of the Docyt Check fee.
Refunds for Check Payments: Docyt does not issue refunds for lost, stolen, delayed, or undelivered checks. You are responsible for paying all relevant check costs and fees to Docyt.
Stolen, Undelivered, Delayed and Misuse of Docyt Checks: Docyt does not guarantee that the Docyt Check will be received by the intended party. As with any other USPS mail, a Docyt Check can get lost in transit, be delivered to the wrong address, be stolen by an unauthorized recipient, or be lost in the internal processing of the receiving party. Docyt is not responsible for any such lost, undelivered, delayed, or stolen checks or any costs and penalties associated with such cases. You agree to monitor your financial transactions for any fraud or misuse of a stolen or lost check and to work with the intended recipient.
International Check Shipping: Docyt does not ship or mail Docyt Checks to international addresses or recipients. You may use the “Self-print Check” option within the Docyt application to manually print and ship such payments. Docyt Checks can only print United States Dollars as the currency amount on Docyt Checks and Docyt Self-print Checks.

SCHEDULE 2

Docyt Accountant Platform

This Schedule 2 sets forth additional Terms that apply to all uses of the Docyt Accountant Platform features and functionalities (“Accountant Platform”) of the Service, unless otherwise agreed by and between You and Docyt. This Schedule is supplemental to and incorporated into the Agreement that governs the Service. All capitalized terms used but not defined herein have the meanings given to them in the Terms.

Using the Accountant Platform

The Accountant Platform enables accountants and other financial services professionals (as subscribed to Docyt, each an “Accountant”) to manage and operate Docyt accounts for and/or on behalf of their professional services clients (“Clients”). To gain access to the features and functions of the Accountant Platform, You must subscribe to the Accountant Platform and pay all applicable Service Fees.

Client Authorizations

Your subscription to the Accountant Platform will enable You to: (a) invite Clients to create a Docyt account that will be linked to Your Accounting Firm’s Docyt account; (b) create a Docyt account on behalf of a Client, which will be linked to Your Accountant Platform; (c) invite Clients to link previously created Docyt accounts to Your Accountant Platform; (d) link previously created Client accounts to Your Accountant Platform; and (e) configure, manage, and/or operate the Service on behalf of Your Clients.

When You create or link a Docyt account on behalf of a Client through Your Accountant Platform account, You represent and warrant to Docyt that: (a) You have obtained all required consents and authorizations to accept this Agreement for the Client; and (b) the Client has agreed to be bound by this Agreement; (c) the Client has authorized You to manage and operate their Docyt account for and/or on the Client’s behalf; and (d) You have an existing business relationship with the Client where You are providing separate professional financial consulting or accounting services for the benefit of such Client. Each Accountant and Client understands and agrees that the Client accepts this Agreement separately from the Accountant. You represent and warrant to Docyt that You have obtained all required rights, consents or authorizations from Your Client to use the Service on the Client’s behalf and will provide proof of such consent upon reasonable request by Us.

Initiating Payments on Behalf of Your Clients. When You initiate a payment transaction or issue payment instructions on behalf of a Client through Your Accountant Platform account, You represent and warrant to Docyt that You have obtained all required rights, consents and authorizations to request or initiate ACH credit(s) or debit(s) to or from the Client’s Payment Account.

Client Data

Ownership of Client User Data. All rights, title and interests, including all intellectual property rights, in a Client’s User Data (“Client Data”) uploaded, stored, shared, or otherwise processed in connection with an Accountant Platform Account will be owned by the Client; provided that, any data created by the Accountant will be owned by the Accountant. In the event of a conflict between a Client and the Accountant regarding ownership of documents, data, or other information related to a Client’s Docyt account, Docyt reserves the right to refuse to release the documents, data or other information to either party, absent the consent to release from the other party or the receipt of a legally binding order from an authority of competent jurisdiction. Docyt does not monitor and Docyt shall not be responsible for the content of any Client Data.
Uploading Client Data. Prior to uploading any Client Data to the Service, You represent and warrant to Docyt that You have obtained and maintain all required consents and authorizations necessary to permit the processing of such Client Data. You are solely responsible and Docyt is not responsible for the Client Data that You manage in connection with Your Accountant Platform account.

Customization of Your Accountant Platform Account

With an Accountant Platform Service subscription, You may customize the Client Docyt accounts linked to Your Accountant Platform Account with Your logo or brand. If You choose to use this customization feature, You acknowledge and agree that You have all necessary rights, licenses, and authorizations to do so and the customization does not infringe the rights or licenses of any third party. You acknowledge and agree that You are not an agent of Docyt and You have no authority to provide any representations, warranties or covenants with respect to the Accountant Platform Service or any other Service, and You will not purport to make any such representations, warranties or covenants on behalf of Docyt.

Marketing and Promotion

If You subscribe to the Accountant Platform Service, We grant You permission to state publicly that You are a customer of Docyt’s Accountant Platform Service, and a limited, revocable, non-exclusive, non-transferable right and license to use and display the Docyt brand in accordance with our branding policies and guidelines, as updated and available on the Docyt Website or as provided to You. You agree to use commercially reasonable efforts to cooperate with Docyt in monitoring the use of the Docyt brand in relation to Your Accountant Platform account. We reserve the right to revoke or restrict any right or license granted under this subsection if You fail to comply with Docyt’s branding policies and guidance. All goodwill developed from Your use of the Docyt brand will accrue solely to the benefit of Docyt.

From time to time, Docyt may provide You with materials (Accountant Platform Materials”) related to the Accountant Platform Service. You agree to use Accountant Platform Materials only in the form provided and as directed by Docyt, and You will not alter Accountant Platform Materials without the express written permission of Docyt.

We reserve the right to revoke or restrict any right or license granted under this subsection if You fail to comply with Docyt’s branding policies, guidance, or directives.

Relationship of the Parties

No agency, partnership, joint venture, employment, or other similar relationship is created between an Accountant and Docyt as a result of this Agreement or the Accountant’s use of the Accountant Platform Service. This Agreement does not grant You the right to resell the Service, in whole or in part, to any person or entity.

Docyt, Inc. Terms of Service

PART A: OVERVIEW

Schedule 1: Bill Payment Service

Schedule 2: Docyt Accountant Platform

PART B: GENERAL TERMS

SCHEDULE 1

Bill Payment Service

SCHEDULE 2

Docyt Accountant Platform

Solutions

Use Cases

Resources

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