Effective December 20, 2021
These Provider Terms of Service (“Agreement”) are between Doxo, Inc., a Delaware corporation (“Doxo”, “we” or “us”) and the business or organization agreeing to these terms and conditions in order to use the Doxo Provider Service (“Provider” or “you”) and contains the terms and conditions governing your access to and use of the Doxo ProviderService.
By accepting this Agreement, either by clicking a box indicating your acceptance or by executing an Order Form that references this Agreement you agree to the terms of this Agreement. If you are entering into this Agreement on behalf of a company or other legal entity, you represent that you have the authority to bind that company or legal entity and its Affiliates to this Agreement, in which case the terms “you” and “your” will refer to that company or legal entity and its Affiliates. If you do not have that authority, or if you do not agree to the terms and conditions of this Agreement, you must not accept this Agreement and you may not use the Doxo Provider Service.
1. Doxo Provider Service:
1.1 License, Proper Uses, Affiliates. We grant to you a limited, non-exclusive right during the Term to access and use the Doxo Provider Service only in the manner permitted by this Agreement. We grant you no rights other than those expressly set forth in this Agreement. We may request, and if we do, you will provide information to us to allow us to verify your identity. Once we have verified you, which will be in our sole discretion, you may use the Doxo Provider Service to manage and maintain the information and elements of your profile in the Doxo Provider Service. You may also use the Doxo Provider Service to send Your Data only to, and communicate only with, Doxo Users that establish a Connect with you or from whom you elect to receive payment and are your existing customers. At all times you must comply with the terms of this Agreement. You may allow one or more of your Affiliates to access and use the Doxo Provider Service in compliance with the terms of this Agreement, as long as they utilize the same Doxo identification, profile and identity in the Doxo Provider Service directory as you. You are fully responsible for the acts and omissions of any of your Affiliates.
1.2. Authorized Persons, Account Security: You may register an Authorized Person to administer your use of the Doxo Provider Service and we will provide the Authorized Person with a unique username and password. You may replace an individual Authorized Person with another Authorized Person at any time in accordance with the terms of this Agreement. You will provide accurate and complete information about you and your Authorized Persons in the account management page of the Doxo Provider Service, and in any registration, forms, or other communication you provide to us, and will keep that information current at all times. You will maintain the security of your usernames, passwords, and other similar information. You will promptly notify us if you discover or otherwise suspect any security breaches relating to your Authorized Person, including any unauthorized use or disclosure of a username or password. You understand that any person with your or your Authorized Person’s usernames, passwords, or similar information may be able to access the Doxo Provider Service, including Your Data and other confidential information.
2. Use of the Doxo Provider Service:
2.1 Our Responsibilities. We agree that we are solely responsible for: (a) providing the Doxo Provider Service in accordance with the terms of this Agreement; (b) using commercially reasonable efforts to prevent unauthorized access to or use of the Doxo Provider Service; and (c) complying with applicable laws and regulations when providing the Doxo Provider Service to you. For the avoidance of doubt, and notwithstanding anything in this Agreement to the contrary, this Agreement is not binding on us until we verify you and deliver Doxo Provider Service credentials to you.
2.2 Your Responsibilities. You agree that you are solely responsible for: (a) preserving your corporate status as validly domiciled, organized, and in good standing under the laws of the United States, and providing to us evidence of this on request; (b) your Authorized Persons’ and Affiliates’ compliance with the terms of this Agreement and all actions and omissions of your Authorized Persons and Affiliates under this Agreement; (c) the accuracy, quality, integrity, and legality of Your Data; (d) preventing unauthorized use of your credentials, usernames, and passwords; (e) using the Doxo Provider Service in accordance with the terms of this Agreement; (f) complying with all applicable laws and regulations with respect to your use of the Doxo Provider Service; and (g) keeping your profile (including company information, name, and logo) and other information you provide to us complete, accurate, and current. You agree that your compliance with applicable laws and regulations means, without limitation, that you, and not we, are responsible for verifying and complying with all requirements applicable to electronic delivery of Your Data to your customers. This Agreement includes and incorporates by reference the Doxo Terms of Service, the Doxo Privacy and Security Policy, the AUP and the doxoPAY Guide and you are responsible for complying with them. Capitalized terms used but not defined in this Agreement will have the meanings defined in the AUP or the doxoPAY Guide. To send pay Documents and receive payments from Doxo Users, you must activate doxoPay in the Doxo Provider Service. By activating doxoPAY, you agree to comply with the doxoPAY Guide.
3. Order Forms, Fees, and Taxes:
3.1 Order Forms. If you and we have mutually agreed and executed an Order Form, then, subject to the terms of this Agreement we will make the Doxo Provider Service available to you as specified in this Agreement and the relevant Order Form during the term specified in the Order Form.
3.2 Fees. You agree to pay fees in accordance with this Agreement and any applicable Order Form. Amounts payable to us under this Agreement are due 30 days after invoicing, unless you and we otherwise agree in an Order Form. Terms or conditions accompanying any purchase orders will have no effect and will not be binding on us unless separately agreed to by us in writing. If you do not pay fees owed to us by the due date, then at our discretion: (a) those fees may accrue late interest at the rate of 1.0% of the outstanding balance per month or the maximum rate permitted by law, whichever is lower, from the date the payment was due until the day you pay it; or (b) we may terminate or otherwise suspend your access to and use of the Doxo Provider Service until your fees are paid in full.
3.3. Taxes. Our fees do not include any taxes, levies, duties, or similar governmental assessments of any nature, including but not limited to value-added, sales, use, or withholding taxes, assessable by any local, state, or federal jurisdiction (but, excluding taxes based on our income, property, or employees) (collectively, “Taxes”). You are responsible for paying Taxes except those assessable against Doxo based on its income. We will invoice you for such Taxes if we believe we have a legal obligation to do so.
4. Intellectual Property, Proprietary Rights, Marks, Suggestions: We or our suppliers own the Doxo Provider Service, and, subject to the limited rights granted in this Agreement, reserve all right, title, and interest in and to the Doxo Provider Service (including, without limitation, all trade secrets, patents, trademarks, copyrights, and other intellectual property rights). Subject to the terms of this Agreement and for the purposes of telling customers that you are a Provider available to Connect on the Doxo Provider Service, or directing them to our website, each party grants to the other party a limited, revocable, non-transferable, non-sublicensable, non-exclusive, royalty-free license to use those of its Marks that party makes available to the other party, and in accordance with the guidelines and specifications provided to the other party. You and we acknowledge that nothing contained in this Agreement will give the other party any interest in the other party’s Marks. Neither party will take any action inconsistent with the other party’s ownership of its Marks and any benefits accruing from use of a party’s Marks will automatically vest in that party. You grant to us a royalty-free, worldwide, transferable, sublicensable, irrevocable, perpetual license to use or incorporate into the Doxo Provider Service and otherwise fully exploit any suggestions, enhancement requests, recommendations, or other feedback you or your Authorized Persons provide to us.
5. Confidentiality, Privacy: During the course of your use of the Doxo Provider Service or the parties discussions regarding the Doxo Provider Service, you may receive information relating to us or to the Doxo Provider Service that is not known to the general public (“Confidential Information”). You agree that: (a) all Confidential Information will remain our exclusive property; (b) you will use Confidential Information only as is reasonably necessary for your use of the Doxo Provider Service; and (c) you will not disclose Confidential Information to any individual, company, or other third party.
7. Restrictions. Notwithstanding anything in this Agreement to the contrary, when using the Doxo Provider Service you may not: (a) allow access or use by anyone other than your Authorized Person; (b) send information on behalf of a third party; (c) store or transmit material that is infringing, libelous, otherwise unlawful or tortious, or that violates third party privacy rights; (d) provide identification, password, or other information of you or your Authorized Person to any service that, as determined by us in our sole discretion, scrapes, crawls, data-mines, or otherwise uses such information; (e) interfere with or disrupt the integrity or performance of the Doxo Provider Service or any third party data it contains; (f) attempt to gain unauthorized access; (g) store or transmit any malicious code (e.g. time bomb, automatic shut-down, virus, software lock, drop dead device, malicious logic, worm, Trojan horse, or trap or back door); (h) post or distribute any updates, advertisements, or other information, or send any information through the Doxo Provider Service, that denigrates, or discourages use of the Doxo Provider Service, or promotes or solicits the use of services that are an alternative to or compete with the Doxo Provider Service (whether yours or a third party’s); (i) reproduce, reverse engineer, distribute, publish, transmit, modify, adapt, translate, sell, resell, rent, lease, license, or otherwise commercially exploit the Doxo Provider Service or any part thereof; (j) copy, frame, or mirror any part or content of the Doxo Provider Service (other than as expressly allowed by Doxo); or (k) access it in order to build a competitive product or service or copy any features, functions, or graphics of the Doxo Provider Service.
9. Indemnification: You will indemnify and hold harmless us, our officers, directors, employees, agents, and representatives (each, an “Indemnified Party”) from and against any and all third party damages, costs, judgments, penalties, and expenses of any kind (including reasonable legal fees and disbursements) brought against an Indemnified Party as a result of: (a) your use of the Doxo Provider Service; (b) you or your Affiliates breach of any of your representations, warranties, covenants, or obligations set forth in this Agreement.
10. Limitation of Liability: EXCEPT FOR A PARTY’S OBLIGATIONS UNDER SECTION 9, IN NO EVENT WILL: (A) EITHER PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT, OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED THE LESSER OF: (I) THE AMOUNT PAID OR PAYABLE BY YOU HEREUNDER IN THE 12 MONTHS PRECEDING THE INCIDENT GIVING RISE TO SUCH LIABILITY; (II) OR ACTUAL DAMAGES INCURRED; OR (B) EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY LOST PROFITS OR REVENUES OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER, OR PUNITIVE DAMAGES HOWEVER CAUSED, WHETHER IN CONTRACT, TORT, OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
11.1 Term, Termination. The term of this Agreement starts on your acceptance of this Agreement and ends upon termination of this Agreement or at the conclusion of the term specified in an applicable Order Form, whichever is later (“Term”). Unless otherwise specified in an Order Form, either party may terminate this Agreement at any time, with or without cause, by providing notice to the other party as set forth in this Agreement.
11.2 Effects of Termination. You must stop using the Doxo Provider Service upon the effective date of termination. Following termination or expiration of this Agreement, we will have no obligation to maintain or provide any of Your Data and may delete all of Your Data in our systems or otherwise in our possession or under our control. All provisions which are intended to survive termination or expiration of this Agreement will survive, including Sections 1.2, 2, 3 and 5-13.
11.3 Suspension of Your Account: We may, with or without prior notice to you, immediately suspend your access to and use of the Doxo Provider Service if and when: (a) you breach this Agreement; (b) you use or attempt to use the Doxo Provider Service in any manner that does not comply with this Agreement; or (c) we believe suspicious activity, by you or a third party, has occurred in connection with your account, in which case we will use commercially reasonable efforts to investigate the cause of the suspicious activity, resolve it and, in our discretion, restore your account. We will notify you of that suspension via the email address in your account settings. We may provide you with an opportunity to cure the issue that resulted in suspension and reinstate your access to the Doxo Provider Service. If we determine that you have not logged into your account for more than ninety days we may terminate or suspend your access to and use of the Doxo Provider Service upon thirty days’ prior notice to you. Our suspension of your account does not limit our right to terminate this Agreement pursuant to its terms.
12. General Provisions: This Agreement constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals, or representations, written or oral, concerning its subject matter except as agreed and executed by the parties in an Order Form, or in written agreements expressly accepted and executed by both parties. This Agreement will be governed by the laws of the State of Washington, without regard to its conflict of law principles to the contrary. You agree that you may only file any action at law or in equity arising out of or relating to this Agreement in the state or federal courts located in Seattle, Washington, and you hereby irrevocably and unconditionally consent and submit to the exclusive jurisdiction of those courts over any suit, action, or proceeding arising out of this Agreement. If any provision of this Agreement is held to be unlawful, void, or for any reason unenforceable, that provision will be deemed severable and will not affect the validity and enforceability of the remaining provisions. No failure or delay by a party in exercising any right, power, or privilege under this Agreement will operate as a waiver thereof. Any waiver must be set forth in a signed writing. You agree that, except as otherwise provided under this Agreement, all notices and other communications may be sent to you by e-mail to the email address for your Authorized Person in your account settings or by delivering Documents to you via the Doxo Provider Service. You must send us all notices and other communication relating to us, the Doxo Provider Service, or this Agreement by using the Contact link found on the bottom of our website. The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties. There are no third party beneficiaries to this Agreement. We may assign or transfer this Agreement, in whole or in part, without restriction, provided the assignee agrees to be fully bound by this Agreement. We may modify any of the terms and conditions contained in this Agreement (including the Doxo Terms of Service, the Doxo Privacy and Security Policy, the AUP or doxoPAY Guide) at any time and in our discretion by posting a change notice or a new agreement on our website. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT. YOUR CONTINUED PARTICIPATION IN THE DOXO PROVIDER SERVICE FOLLOWING OUR POSTING OF A CHANGE NOTICE OR NEW AGREEMENT ON OUR WEBSITE WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE. We reserve the right to modify or discontinue offering all or any part of the Doxo Provider Service at any time without notice. You acknowledge and agree that we may use subcontractors to provide the Doxo Provider Service and perform our obligations under this Agreement.
13. Definitions: In addition to capitalized terms defined elsewhere in this Agreement, capitalized terms used in this Agreement will have the following meanings: “Affiliate” means any entity which directly or indirectly controls, is controlled by, or is under common control with you. “Control,” for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity. “AUP” means the Doxo Acceptable Use Policy as made available within the Doxo Provider Service. “Authorized Person” is an individual who has been authorized by you to access and use the Doxo Provider Service on your behalf in accordance with the terms of this Agreement. “Connect(s)” is the functionality that, with the approval of both a specific Doxo User and you, allows you to communicate and share Your Data with the Doxo User using the Doxo Provider Service. This functionality will cease to be available in the event that the Connect is terminated. “Document” is an electronic document and/or other information which may be sent by you to a Doxo User via the Doxo Provider Service in accordance with the terms of this Agreement. “Doxo Data” means all electronic data or information provided by us via the Doxo Provider Service. “Doxo User” is our customer who has created an account on the Doxo network. “Doxo User Information” means information, including personally identifiable information, that a Doxo User may share with you or us. “Doxo Provider Service” means the website, computer networks, servers, APIs, and other data and information we provide or make available to enable you to send Documents to, receive payments from and establish Connects with Doxo Users. “Marks” means the trademarks, service marks, logos, or similar items provided by one party to the other party for use pursuant to this Agreement. “Order Form” means the documents or online forms used for placing orders, that are entered into between you and us. By entering into an Order Form, an Affiliate agrees to be bound by the terms of this Agreement as if it were an original party to this Agreement. Order Forms are incorporated into this Agreement by reference and any conflict between these Provider Terms of Service and an Order Form will be resolved in favor of the Order Form. “Your Data” means all electronic data or information (including without limitation, Documents) provided by you to Doxo Users via the Doxo Provider Service.