Terms of Service | Escochex Payroll Software Company

ESCOCHEX INC. TERMS OF SERVICE FOR FULL SERVICE PAYROLL SERVICES AND ACCOUNTING PROFESSIONALS

Effective Date: January 1, 2026

IMPORTANT — PLEASE READ CAREFULLY. THIS AGREEMENT CONTAINS A BINDING ARBITRATION PROVISION AND A CLASS-ACTION WAIVER (SECTION 22). BY ACCEPTING THIS AGREEMENT, YOU AGREE TO RESOLVE DISPUTES WITH ESCOCHEX THROUGH FINAL AND BINDING INDIVIDUAL ARBITRATION AND WAIVE THE RIGHT TO PARTICIPATE IN A CLASS ACTION OR JURY TRIAL, EXCEPT AS EXPRESSLY PROVIDED.

Thank you for selecting the payroll services offered by Escochex Inc. (“Escochex,” “we,” “our,” or “us”). These Terms of Service (this “Agreement”) form a legally binding contract between you (“you,” “Customer,” “Employer,” or “Accounting Professional,” as applicable) and Escochex Inc., a corporation registered to do business in California, with principal offices at 21900 Burbank Blvd., Suite 300, Woodland Hills, CA 91367.

This Agreement governs your access to and use of the Escochex Full-Service Payroll platform, the Escochex Accounting Professional Program, and all related applications, websites, content, updates, releases, mobile features, APIs, and ancillary services (collectively, the “Services”). By electronically accepting this Agreement (e.g., clicking “I Agree,” “Accept,” “Submit,” or a similar control), by signing an Escochex order form or engagement letter that incorporates this Agreement by reference, or by accessing or using the Services, you represent that you have read, understood, and agree to be bound by this Agreement. If you do not agree, you must not access or use the Services.

If you are accepting this Agreement on behalf of a company, firm, partnership, or other legal entity, you represent and warrant that you have full legal authority to bind that entity, and “you” and “Customer” refer to that entity.

1. DEFINITIONS

In addition to terms defined elsewhere in this Agreement, the following defined terms apply throughout:

“Account” means the Customer account established with Escochex to access the Services.
“Accounting Professional” means a certified public accountant, enrolled agent, bookkeeper, tax preparer, payroll firm, or other professional services provider that uses the Services on behalf of one or more Clients under the Accounting Professional Program.
“Administrator” means any individual the Customer authorizes to access the Account, including the Customer’s designated principal, an Accounting Professional, or any employee or representative granted permissions.
“Client” means a small business or other employer that has engaged an Accounting Professional and is enrolled in the Services through that Accounting Professional’s firm Account.
“Content” means all data, files, records, documents, images, text, payroll information, employee information, banking information, tax forms, and other materials submitted to, generated by, or processed through the Services.
“Kotapay” means Kotapay, a licensed money transmitter retained by Escochex to provide certain Money Movement Services.
“Natpay” means National Payment Corporation, doing business as Natpay, a licensed money transmitter retained by Escochex to provide certain Money Movement Services.
“Money Transmitter Partner” means each of Kotapay and Natpay, and any other licensed money transmitter that Escochex designates from time to time to provide some or all of the Money Movement Services (each, a “Money Transmitter Partner,” and collectively, the “Money Transmitter Partners”). The Money Transmitter Partner responsible for a given Customer or transaction may vary based on the Service plan, payment type, jurisdiction, or other factors determined by Escochex.
“Money Movement Services” means the funds transmission features of the Services, including ACH debits and credits used for direct deposit, tax payments, and related disbursements.
“Payee” means a recipient of a payment initiated through the Services, including an employee, independent contractor, taxing authority, garnishment agency, benefits provider, or other authorized recipient.
“Payor” means the Customer initiating a Payment.
“Payment” means any funds transfer initiated through the Money Movement Services.
“Setup Information” has the meaning set forth in Section 12 (Setup Services).

2. ELIGIBILITY AND ACCOUNT REGISTRATION

2.1 Eligibility

You must be at least eighteen (18) years old, legally able to enter into binding contracts, domiciled or operating a principal place of business in the United States (excluding U.S. territories and possessions, where Money Movement Services are unavailable), and not listed on any U.S. government sanctions, denied-persons, or terrorism-related list. You must not be a person or entity barred from receiving services under the laws of the United States or any other applicable jurisdiction.

2.2 Account Registration

To use the Services, you must create an Account and designate at least one Administrator. You agree to provide accurate, current, and complete information during registration and to keep that information up to date at all times. Escochex may suspend or terminate the Account if any registration information is, or becomes, inaccurate, incomplete, or fraudulent.

2.3 Account Security

You are responsible for maintaining the confidentiality of all Account credentials (usernames, passwords, multi-factor authentication tokens, API keys, and similar). You are responsible for all activity occurring under your Account. You agree to notify Escochex immediately of any unauthorized access, suspected breach, or compromise of credentials. Escochex is not liable for any loss or damage arising from your failure to safeguard credentials or to promptly report unauthorized access.

2.4 Administrators and Authorized Users

You may grant access to additional Administrators with role-based permissions, which may include the ability to enter payroll data, approve payroll runs, initiate Payments, view sensitive information, accept additional terms, and authorize the deduction of fees. Each Administrator’s actions are deemed to be your actions, and you are bound by them. You are solely responsible for promptly revoking access of any Administrator who is no longer authorized. If you cannot remove an Administrator yourself, you must contact Escochex in writing without delay.

2.5 Account Ownership Disputes

In the event of a dispute regarding ownership or control of an Account, Escochex reserves the right (but has no obligation) to investigate, request supporting documentation (including formation documents, ownership records, government-issued identification, and proof of authority), and determine, in its sole discretion, who is entitled to access and control of the Account. Escochex may suspend access pending resolution of any such dispute and is not liable for any losses arising from such suspension.

3. LICENSE AND PERMITTED USE

3.1 License Grant

3.2 Reservation of Rights

The Services, including all software, technology, interfaces, content, designs, trademarks, logos, documentation, and related intellectual property, are owned by Escochex and its licensors and are protected by U.S. and international copyright, trademark, trade secret, patent, and other intellectual property laws. Except for the limited license expressly granted, no rights are granted to you, and Escochex reserves all rights.

3.3 Use Restrictions

You agree not to, and not to permit any third party to, directly or indirectly:

Resell, sublicense, lease, rent, distribute, or otherwise make the Services available to any third party not authorized under this Agreement;
Reverse engineer, decompile, disassemble, derive source code from, or attempt to discover the underlying ideas, algorithms, file formats, or non-public APIs of the Services, except to the extent expressly permitted by applicable law;
Modify, translate, or create derivative works based on the Services;
Remove, alter, or obscure any proprietary notices, labels, or marks;
Use the Services to build, support, or assist a competitive product or service;
Use any automated means, including bots, scrapers, or crawlers, to access the Services other than through Escochex-authorized APIs;
Conduct security testing, penetration testing, vulnerability scanning, or load testing without Escochex’s prior written authorization;
Upload or transmit any code, file, or content that is malicious, infringing, defamatory, obscene, harassing, fraudulent, or otherwise unlawful;
Interfere with or disrupt the integrity, performance, or operation of the Services or the data of any other customer;
Use the Services in violation of any applicable federal, state, or local law, regulation, rule, or order, or in a manner that exposes Escochex to liability under any such law.

3.4 Acceptable Use Policy

Escochex may publish an Acceptable Use Policy and other supplemental policies from time to time. You agree to comply with all such policies, which are incorporated by reference into this Agreement. The list of high-risk and prohibited activities, business types, and transactions is determined by Escochex and its banking and payment partners (including the Money Transmitter Partners) and may be updated from time to time. If you become ineligible due to engaging in any such activity, business type, or transaction, Escochex may suspend or terminate the Services immediately and without prior notice.

4. DESCRIPTION OF SERVICES

4.1 Full-Service Payroll

The Escochex Full-Service Payroll platform provides the following functions, subject to your selected service plan and applicable fees:

Calculation of gross-to-net wages, withholdings, employer and employee taxes, and applicable deductions;
Initiation of net pay direct deposits and printed-paycheck workflows;
Calculation, withholding, deposit, and filing of federal, state, and (where supported) local payroll taxes and related returns;
Preparation, distribution, and filing of Form W-2 (for employees) and Form 1099-NEC (for independent contractors);
Online employee self-service for paystubs, year-end forms, and personal information updates;
New-hire reporting to applicable state agencies, where required;
Standard payroll, tax liability, and contribution reports, including general-ledger export to supported accounting platforms;
Optional integrations with time-tracking, benefits, retirement, workers’ compensation, and accounting software.

4.2 Accounting Professional Program

If you enroll as an Accounting Professional, you receive a centralized firm dashboard, multi-client management tools, accountant-specific reporting, and (where eligible) revenue share, wholesale pricing, or partner benefits as published from time to time. You acknowledge that:

You are an independent contractor and not an employee, agent, or representative of Escochex;
You may not hold yourself out as a representative, employee, agent, partner, joint venturer, or franchisee of Escochex, and may not make any representation, warranty, or commitment on behalf of Escochex;
You are solely responsible for the engagement, scope of work, fees, deliverables, professional advice, and quality of services provided to your Clients;
Escochex does not have a contractual or fiduciary relationship with your Clients arising from your use of the Services on their behalf, except where Escochex enters into a separate Client agreement directly with the Client;
You will obtain each Client’s informed, written consent to (a) be enrolled in the Services, (b) the disclosure and processing of Client and employee personal information by Escochex and its service providers, and (c) the application of this Agreement and any Client-facing terms Escochex may publish, before adding such Client to your firm Account.

4.3 Services Are Not Professional Advice

The Services are tools that enable you to administer payroll, tax filings, and related functions. Escochex does not provide legal, tax, accounting, investment, fiduciary, human-resources, immigration, benefits, employment-law, or financial advice through the Services, except where such services are expressly identified as a separate professional engagement under a written engagement letter. Any informational content, calculators, tax tables, suggested classifications, default settings, calendar reminders, AI-assisted summaries, or compliance prompts are general in nature, may not reflect your specific facts and circumstances, and are not a substitute for advice from a qualified professional. You are solely responsible for the accuracy of payroll, tax, and employment classifications and for compliance with all laws applicable to you and your workforce.

4.4 Beta and Preview Features

From time to time, Escochex may offer features, products, or functionality identified as “beta,” “preview,” “early access,” “pilot,” or by similar designation (collectively, “Beta Features”). Beta Features are provided “AS IS” and “AS AVAILABLE,” without any representation or warranty whatsoever, and may be modified, suspended, or discontinued at any time without notice. Escochex disclaims all liability arising from your use of Beta Features.

4.5 Artificial Intelligence and Automated Tools

The Services may include features that use artificial intelligence, machine learning, automation, large language models, and similar technologies (collectively, “Automated Tools”) to suggest entries, summarize documents, classify transactions, surface anomalies, generate notices, or otherwise assist with payroll administration. Automated Tools are decision-support aids, not decision-makers. Output from Automated Tools may be incomplete, outdated, or incorrect. You are solely responsible for reviewing and verifying all output before relying on it, and Escochex disclaims all liability arising from your reliance on Automated Tools. You will not submit to Automated Tools any data that you are not permitted to share with Escochex and its service providers under applicable law.

4.6 Service Plans and Modifications

Escochex offers the Services under one or more service plans, which may include base, mid-tier, premium, accountant-wholesale, or other tiers, with features and pricing posted on the Escochex website or in your order form. Escochex may modify, add, or discontinue features, plans, integrations, or supported jurisdictions at any time, with reasonable notice where material. Continued use of the Services after such notice constitutes your acceptance of the change.

5. CUSTOMER OBLIGATIONS AND ACCURACY OF INFORMATION

5.1 Accurate Information

You represent and warrant that all information you provide to Escochex — including company information, federal and state tax identification numbers, employee and contractor information, banking information, wage information, prior-payroll information, classifications (employee vs. independent contractor; exempt vs. non-exempt), wage rates, deductions, garnishments, benefits elections, jurisdictions of work, and tax-residence information — is and will remain true, accurate, current, and complete. You will promptly update this information whenever it changes.

5.2 Customer Responsibility for Filings and Calculations

Tax calculations, withholdings, filings, and payments depend on the accuracy and timeliness of the information you provide and on your timely submission and approval of payroll runs. Escochex is not liable for any penalty, interest, fee, assessment, or other liability resulting from (i) inaccurate, late, or incomplete information you supply; (ii) your failure to fund payroll timely; (iii) your failure to register with, or maintain good standing with, an applicable taxing authority; (iv) your failure to provide required notices to employees or contractors; or (v) any retroactive change in law or agency interpretation. If Escochex becomes aware of information that appears inaccurate (for example, an invalid agency account number), Escochex may, but is not obligated to, correct the information or contact you for correction.

5.3 Worker Classification

You are solely responsible for the proper classification of workers, including determinations of employee vs. independent contractor status, exempt vs. non-exempt status under the Fair Labor Standards Act and applicable state law, jurisdictional residency, and applicable union, prevailing-wage, or contract requirements. Escochex does not determine worker classification, and any default settings, suggestions, or templates are not classification advice.

5.4 Maintenance of Records and Authorizations

You are solely responsible for obtaining and maintaining all employee and contractor authorizations required by law, including direct-deposit authorizations, withholding allowances, garnishment orders, benefit elections, and tax forms (e.g., Form W-4, Form W-9, state withholding equivalents, and Form I-9). You will retain records as required by federal, state, and local law and will make them available to Escochex upon request to the extent reasonably required to deliver the Services.

5.5 Notice of Reversals

Before initiating any reversing entry to a Payee’s account, you will notify the affected Payee and obtain any required consent. You are responsible for all communications with your employees, contractors, and other Payees regarding payroll and Payments. Escochex is not your designated employee-relations contact and does not represent you to your workforce.

6. FEES, BILLING, AND TAXES

6.1 Fees

Fees for the Services are set forth in your order form, Account, or on the Escochex pricing pages, and may include setup fees, recurring subscription fees, per-employee fees, per-payroll-run fees, multi-state fees, special-processing fees, off-cycle fees, year-end fees, exception fees, expedited-processing fees, reactivation fees, and fees for amended, corrected, or supplemental filings (W-2c, 1099 corrections, entity changes, third-party sick pay reporting, and similar). Free trial periods, promotional pricing, partner pricing, and bundle pricing are subject to the additional terms posted at the time of offer.

6.2 Payment Method and Authorization

All Fees are payable in U.S. dollars. You will provide and maintain a valid payment method (credit card, debit card, or U.S.-based ACH-enabled checking or savings account) and authorize Escochex (and the Money Transmitter Partners, where applicable) to charge or debit that payment method for all Fees, taxes, payroll funding amounts, tax deposits, and other amounts due under this Agreement. You authorize Escochex to update payment-method information using account-updater services provided by card networks or issuers. If a payment method becomes invalid or insufficient, Escochex may suspend the Services until payment is made.

6.3 Taxes

Fees are exclusive of all sales, use, value-added, gross-receipts, withholding, and other applicable taxes (other than taxes on Escochex’s net income). You are responsible for all such taxes, and Escochex will charge them where required by law.

6.4 Automatic Renewal

Unless your order form expressly states otherwise, subscriptions automatically renew for successive periods of the same length at the then-current rates. You may cancel auto-renewal in accordance with Section 18 (Term, Suspension, and Termination).

6.5 Changes to Fees

Escochex may change Fees and pricing structures at any time. Escochex will provide at least thirty (30) days’ prior notice (by email, in-product notice, or website posting) of any material increase to recurring Fees applicable to existing customers. Continued use of the Services after the effective date of the change constitutes acceptance. If you do not accept the change, your sole remedy is to cancel the affected Services before the change takes effect.

6.6 Past-Due Amounts

If any amount is not collected when due, the unpaid balance accrues interest at the lesser of one and one-half percent (1.5%) per month (eighteen percent (18%) per annum) or the maximum rate permitted by law, until paid in full. Escochex may charge a returned-item fee for any debit that fails to clear and may suspend or terminate the Services without further notice. You will reimburse Escochex for all reasonable costs of collection, including attorney’s fees, court costs, and collection-agency fees. Escochex may report past-due balances to credit bureaus, tax agencies, banking partners, and law enforcement as it deems appropriate.

6.7 Joint and Several Liability of Accounting Professionals

If an Accounting Professional submits payroll on behalf of a Client, and the Accounting Professional has agreed (in the firm’s onboarding, billing settings, or otherwise) to pay the Client’s Fees, the Accounting Professional and the Client are jointly and severally liable for all such Fees, returned-item fees, interest, and collection costs. Escochex may pursue collection from either party in any order. No agreement between the Accounting Professional and the Client may modify Escochex’s rights under this Section.

7. IDENTITY VERIFICATION AND COMPLIANCE SCREENING

7.1 KYC and BSA Compliance

To comply with federal anti-money-laundering laws and regulations, including the USA PATRIOT Act, the Bank Secrecy Act (“BSA”), Office of Foreign Assets Control (“OFAC”) sanctions programs, and applicable state laws, Escochex and the applicable Money Transmitter Partner(s) are required to obtain, verify, record, and monitor information that identifies the Customer’s business entity, Administrators, beneficial owners, and designated responsible party / signatory (collectively, “Information Subjects”). You authorize Escochex and the Money Transmitter Partners to collect and use the following information (“Identification Information”), as applicable:

Full legal name, residential address, date of birth, and Social Security Number or other government-issued tax identification number for each Information Subject;
Government-issued identification documents (such as a passport, driver’s license, or state ID);
Business legal name, doing-business-as (“DBA”) names, Employer Identification Number (“EIN”), state of formation, entity type, ownership and beneficial-ownership documentation, business address, telephone number, business website, and a description of business activities;
Banking information sufficient to confirm bank-account ownership and Account-related transactional history; and
Financial statements, tax returns, utility bills, or other supporting documentation that may be requested from time to time.

7.2 Sanctions and Watchlist Screening

You authorize Escochex and the Money Transmitter Partners to screen Information Subjects against U.S. government sanctions lists (including the OFAC Specially Designated Nationals list), politically-exposed-persons databases, third-party fraud-prevention databases, and other watchlists, and to do so on an ongoing basis. If a match cannot be cleared, Escochex may decline to provide Services, hold Payments, or terminate the Account.

7.3 Credit and Underwriting

You authorize Escochex and the Money Transmitter Partners to obtain consumer and business credit reports, to verify your creditworthiness and ability to perform your obligations under this Agreement, and to update information about your business as needed.

7.4 Bank Account Verification

Before the Money Movement Services may be used, Escochex and the applicable Money Transmitter Partner will verify ownership of your designated Bank Account. Verification may occur by any of the following methods, at Escochex’s option: (i) initiating one or more micro-deposits and reverse-debits in trivial amounts (generally between $0.01 and $0.99) to your Bank Account, which you will confirm; (ii) instant verification through a Bank Account aggregator using your online-banking credentials, which are transmitted over an encrypted channel; (iii) review of a recent bank statement or voided check; or (iv) any other method permitted by NACHA rules and the policies of Escochex and the applicable Money Transmitter Partner.

7.5 Limited Power of Attorney

You grant Escochex and each Money Transmitter Partner a limited power of attorney for the sole purposes of (i) performing identity, sanctions, credit, and Bank Account verification described in this Section 7; (ii) initiating ACH credits and debits as required to provide the Money Movement Services described in Section 8; and (iii) filing payroll-tax returns and making payroll-tax deposits described in Section 10, including signing and submitting Form 8655 and equivalent state authorizations. This power of attorney is coupled with an interest and remains in effect until terminated in accordance with this Agreement and applicable law.

7.6 Failure to Verify

If you fail to complete any verification step, or if Escochex or a Money Transmitter Partner cannot verify any Information Subject or the Bank Account to its reasonable satisfaction, Escochex may suspend or terminate the Services, refuse to process any Payment, and apply any remaining funds in accordance with applicable law.

8. MONEY MOVEMENT SERVICES

8.1 Providers of Money Movement Services

Money Movement Services are provided to you by one or more Money Transmitter Partners — currently Kotapay and Natpay — as Escochex’s authorized third-party service providers, each a licensed money transmitter. The specific Money Transmitter Partner responsible for a given transaction depends on the Service plan, payment type, jurisdiction, and other factors determined by Escochex, and Escochex may route or re-route transactions among the Money Transmitter Partners at any time without notice to you. All references in this Agreement to “Escochex,” “we,” “us,” or “our” mean the applicable Money Transmitter Partner solely with respect to the provision of Money Movement Services. Escochex remains responsible for the platform, customer support, and payroll-calculation functions of the Services.

8.2 Service Area

Money Movement Services are available only within the fifty (50) United States and the District of Columbia. The Services are not available in the U.S. Virgin Islands, Puerto Rico, Guam, American Samoa, the Northern Mariana Islands, or any other U.S. territory or possession. You may not use the Money Movement Services to transmit funds to any person, entity, or jurisdiction outside the United States.

8.3 Authorization of ACH Entries

By initiating a Payment or authorizing a Payment to be initiated, you (a) authorize the applicable Money Transmitter Partner to originate ACH credit and debit entries to your Bank Account and to the accounts of your designated Payees, in accordance with the National Automated Clearing House Association (“NACHA”) Operating Rules; (b) authorize the depository financial institutions holding those accounts to honor and process such entries; and (c) represent and warrant that you have obtained all required authorizations from each Payee, including written or compliant electronic direct-deposit authorizations, before requesting credit entries to the Payee’s account. You will retain Payee authorizations for at least two (2) years following termination of the authorization and will provide them to Escochex upon request. This authorization remains in effect until the applicable Money Transmitter Partner receives written notice from you of its termination, with reasonable time to act.

8.4 Funding Timeline

You must ensure that sufficient and immediately available funds are in the Bank Account by the funding deadline applicable to your Service plan, which is generally not later than 8:00 a.m. Pacific Time on the second (2nd) banking day before the scheduled paycheck date (or earlier as required for tax deposits or premium payment options). Funding deadlines may vary for same-day or next-day pay features, off-cycle payrolls, and certain tax-deposit categories. Funds for payroll and tax obligations are debited from the Bank Account on the schedule disclosed in your Account. No interest accrues to your benefit on funds held after the debit and before remittance to Payees or taxing authorities.

8.5 Insufficient Funds and Returned Items

If a debit is returned for non-sufficient funds, account closure, stop-payment, lack of authorization, or any other reason, the applicable Money Transmitter Partner may, at its option: (i) reverse corresponding credit entries to your Payees, the Money Transmitter Partner, Escochex, or others; (ii) re-present the debit; (iii) charge a returned-item fee; (iv) suspend further Payments or move the Account to a more secure funding method (such as wire transfer or pre-funded reserve); (v) require Customer to maintain a Reserve Amount under Section 8.10; (vi) report the return to credit bureaus, financial institutions, and law enforcement; and (vii) pursue collection of any amount you owe under this Agreement. You are responsible for all losses, penalties, and interest arising from a failed funding event, including penalties assessed by taxing authorities.

8.6 Processing Limits, Holds, and Review

The applicable Money Transmitter Partner may set processing limits (per-Payment, per-payroll, per-day, per-month, or otherwise) and may at any time, in its sole discretion, hold, delay, or reject any Payment to manage fraud, credit, or compliance risk. Reasons for holds include limited processing history, changes in volume or risk profile, anomalies in transactions or banking behavior, sanctions or watchlist concerns, and indications of identity theft or unauthorized access. The Money Transmitter Partners and Escochex are not liable for any losses, direct or indirect, arising from any review, hold, delay, suspension, or rejection of a Payment.

8.7 Error Resolution

You must promptly review confirmations, payroll reports, and bank statements and notify Escochex of any error, unauthorized transaction, or discrepancy. Notice must be provided no later than the earlier of (i) sixty (60) days from the date the entry first appears on the Bank Account or in the Account, or (ii) the deadline required by applicable law (including 12 C.F.R. Part 1005 for any consumer transactions). Failure to provide timely notice may result in your inability to recover funds and in your sole responsibility for the loss.

8.8 Reversals and Recalls

Reversals and recalls of completed ACH entries are subject to NACHA rules and the cooperation of the receiving financial institution. There is no guarantee that funds can be recovered once transmitted. If Escochex or a Money Transmitter Partner attempts a reversal at your request, you authorize all debits and credits necessary to complete the reversal and agree to indemnify Escochex and the Money Transmitter Partners against any loss arising from your reversal request.

8.9 Same-Day, Next-Day, and Instant Pay

Where offered, expedited payment options (same-day ACH, next-day ACH, instant pay, or real-time payments) are subject to additional eligibility criteria, cut-off times, transaction-amount limits, and fees, and may not be available for all Customers or Payees. Once initiated, certain expedited Payments are irrevocable and cannot be canceled through the payment network. Escochex and the Money Transmitter Partners are not liable for losses arising from your selection or use of an expedited Payment option.

8.10 Reserve Amount

Escochex and the Money Transmitter Partners may, in their sole discretion, require you to maintain a reserve of immediately available funds (the “Reserve Amount”) sufficient to cover anticipated payroll funding, tax deposits, returned items, and credit exposure. The Reserve Amount may be funded by your direct deposit, by withholding from Payments, or by debit to your Bank Account. You grant Escochex and the Money Transmitter Partners a continuing first-priority security interest in the Reserve Amount and in any account holding such funds, and you will execute any additional documentation required to perfect that security interest. The Reserve Amount may be adjusted at any time, and any unused balance will be returned to you within a reasonable period after termination, subject to settlement of outstanding obligations.

9. PAYROLL PROCESSING

9.1 Submission and Approval

You are responsible for submitting payroll runs and approving them by the cut-off times posted in your Account. Payrolls submitted after a cut-off time may be processed on the next banking day, may incur expedited-processing fees, or may not be processed in time to meet your intended paycheck date. Escochex is not liable for late or missed Payments caused by late submission, late approval, or insufficient funding.

9.2 Special Processing

Optional special-processing services, such as off-cycle bonuses, manual checks, void/reissue, third-party sick-pay reporting, manual amendments, and reciprocity calculations, may be available for additional fees as published in your Account.

9.3 Local Tax Jurisdictions

Escochex supports a broad set of federal and state payroll tax obligations. Local jurisdictions (county, municipal, school district, transit, and similar taxes) vary widely, and not all local jurisdictions are supported. Where a local jurisdiction is not supported, you remain responsible for the calculation, deposit, and filing of those local taxes, even if related amounts are withheld from employee pay. The current list of supported jurisdictions is published in your Account.

9.4 Garnishments, Levies, and Other Withholding Orders

Escochex may support the calculation and remittance of court-ordered or administratively-ordered withholdings (such as child-support, creditor-garnishment, tax-levy, and bankruptcy orders) as a separately fee-bearing feature. Whether or not this feature is enabled, you remain solely responsible for receiving, validating, prioritizing, and complying with all withholding orders, for notifying affected employees as required, and for responding to issuers of those orders.

9.5 Non-Payroll Withholdings

The Services do not include the administration of insurance premium remittances, retirement-plan contributions, or other non-tax withholdings, except where Escochex expressly enables and supports such administration through an integration. Even where supported, you remain responsible for the underlying benefit elections, plan documents, eligibility determinations, and applicable plan-administrator and ERISA obligations.

10. TAX SERVICES

10.1 Federal and State Tax Filings

Subject to your timely funding and the accuracy of the information you provide, Escochex will calculate, withhold, deposit, and file the federal and state payroll-tax returns and deposits supported by your Service plan, including (as applicable) Forms 940, 941, 943, 944, 945, W-2/W-3, 1099-NEC, and state equivalents. You authorize Escochex to act as your Reporting Agent under IRS Form 8655 and equivalent state authorizations, to receive correspondence and notices from taxing authorities on your behalf, and to file returns electronically using Escochex’s electronic-filing identification numbers.

10.2 Tax Notices

If you receive a notice from a taxing authority concerning a period for which Escochex provided Services, you will forward the notice to Escochex within five (5) business days. Escochex will review the notice and assist in responding, subject to applicable fees. Escochex is responsible only for penalties and interest directly caused by Escochex’s error in performing the Services. You remain responsible for any liability arising from (i) inaccurate or incomplete information you provided; (ii) late funding; (iii) failure to forward notices promptly; (iv) periods before or after Escochex provided Services; (v) underlying tax liability (as distinct from penalties and interest); and (vi) any tax obligation Escochex does not administer.

10.3 Year-End and Amended Filings

Year-end Forms W-2 and 1099-NEC are prepared based on data through year-end as reflected in your Account. Corrections, late additions, and amendments (such as Forms W-2c, 1099 corrections, and amended quarterly returns) may be available for additional fees. You will review year-end filings promptly and notify Escochex of any error before the applicable deadlines.

10.4 Agency Account Numbers and Enrollment

You acknowledge that Escochex cannot file or deposit taxes in a jurisdiction until you have obtained the applicable agency account number and authorized Escochex as your Reporting Agent. Application turnaround times vary by jurisdiction and are outside Escochex’s control. Escochex may provide guidance, templates, and (where supported) facilitated enrollment, but you remain responsible for completing each agency enrollment timely. Escochex is not liable for penalties or interest caused by delayed enrollment.

10.5 No Tax or Legal Advice

The Services and any communications from Escochex personnel are not tax, legal, accounting, or compliance advice. You are responsible for retaining a qualified professional to evaluate your specific facts and circumstances. To the extent Roy Escosar, MAFM, or any other Escochex affiliate provides tax-preparation or advisory services to you, those services are governed by a separate engagement letter and are not covered by this Agreement.

10.6 Final Filings on Termination

Upon termination of the Services, you will be asked to elect whether and how Escochex should make any final tax filings associated with the termination (“Final Filings”). Escochex strongly encourages you to consult an accountant or tax professional regarding these elections. If you fail to provide elections promptly, Escochex may, in its sole discretion, make or decline to make any Final Filings, and Escochex is not responsible or liable for any consequences of doing so or declining to do so. Escochex cannot assist in winding down your business or closing your taxing-agency accounts.

11. ACCOUNTING PROFESSIONAL PROGRAM

11.1 Eligibility and Enrollment

Participation in the Accounting Professional Program is subject to Escochex’s acceptance and to your continuing compliance with the program’s eligibility criteria, which may include licensure, PTIN/EFIN registration, errors-and-omissions insurance, minimum-client volume, and other criteria as published from time to time.

11.2 Authority to Act for Clients

You represent and warrant that you have, and will maintain throughout your enrollment in the program, all authorizations required to (i) enter information about each Client into the Services; (ii) act on each Client’s behalf in the Services, including submitting and approving payroll, initiating Payments, signing Form 8655 and equivalent state authorizations, and accepting additional terms on behalf of the Client; and (iii) share each Client’s information (including employee personal information) with Escochex and its service providers. You agree to obtain each Client’s informed, written agreement to the Client-facing terms applicable to the Services before enrolling such Client.

11.3 Wholesale Pricing and Revenue Share

Where Escochex offers wholesale pricing or revenue-share arrangements to Accounting Professionals, the terms, eligibility, and payout schedule are as published in the Accounting Professional portal. Promotional credits and rebates may be subject to additional terms, including minimum-Client thresholds and good-standing requirements, and may be modified or discontinued. Promotional credits are not redeemable for cash and may be forfeited on termination.

11.4 Joint Liability for Fees

As described in Section 6.7, an Accounting Professional that has agreed to pay a Client’s Fees is jointly and severally liable with the Client for those Fees.

11.5 Client Transitions

If a Client wishes to leave the Accounting Professional’s firm Account, the Client may transfer to a direct Account or to another Accounting Professional in accordance with Escochex’s transfer procedures. The Accounting Professional will cooperate with any transfer authorized by the Client. Escochex will rely on documentation provided by the Client demonstrating its choice of representation.

11.6 No Misrepresentation

You will not make any representation, warranty, or commitment regarding Escochex, the Services, pricing, performance, or compliance, except as expressly authorized in writing by Escochex. You will not use Escochex trademarks, logos, or trade dress except as permitted by Escochex’s brand guidelines.

11.7 Independent Contractor

You and Escochex are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, fiduciary, franchise, or employment relationship between you and Escochex.

12. SETUP SERVICES AND DATA IMPORT

12.1 Setup Information

To begin Services promptly, you will provide Escochex with the information necessary to configure the Account (“Setup Information”), which may include prior-payroll registers, year-to-date wage and tax data, employee and contractor records, banking information, tax-agency account numbers and login credentials, benefits configuration, and accounting-system data files. Setup Information may be transmitted by secure email, secure portal upload, integration, online aggregator, or by Escochex acting as an authorized user of your prior payroll system with credentials you provide.

12.2 Grant of Setup Access Rights

You represent that you own or have the right to share all Setup Information, and you authorize Escochex (and Escochex’s designated service providers) to access, retrieve, store, transform, and use such information solely to configure and operate the Services for you. You are responsible for ensuring that this access does not violate your agreements with third parties.

12.3 Customer Verification

Upon completion of setup, Escochex will notify you, and you will verify all configured information promptly (typically within five (5) business days). Once you confirm the configuration or commence the first payroll run, the Setup Services are complete, and Escochex is entitled to rely on the configuration. You are solely responsible for any error not identified in your review.

12.4 No Advice; Right to Refuse

Setup Services are administrative and do not constitute legal, financial, tax, or investment advice. Escochex reserves the right to decline to provide Setup Services for any reason and to refund any setup fee paid in connection with a declined engagement.

13. DATA, CONTENT, AND CUSTOMER MATERIALS

13.1 Customer Ownership of Content

As between you and Escochex, you retain all right, title, and interest in and to your Content. You grant Escochex a worldwide, non-exclusive, royalty-free license to host, store, process, transmit, display, and back up Content, and to use Content as necessary to provide, secure, support, improve, and protect the Services and to comply with legal obligations. You are solely responsible for the legality, accuracy, and completeness of Content.

13.2 Content Backup

Although Escochex maintains commercially reasonable backups, you are responsible for retaining your own copies of Content and for archiving Content frequently. Escochex is not responsible for any loss, corruption, or unrecoverable Content.

13.3 Prohibited Content

You will not, and will not permit any third party to, upload, post, distribute, link to, publish, transmit, or store any Content that:

Is illegal, fraudulent, defamatory, obscene, pornographic, threatening, abusive, harassing, hateful, or otherwise objectionable;
Impersonates any person or misrepresents your affiliation, identity, or qualifications;
Constitutes unsolicited commercial communication or spam;
Contains malware, viruses, worms, trojans, ransomware, or other harmful code;
Infringes any intellectual-property right, right of publicity, or right of privacy, or violates any duty of confidentiality;
Includes payment-card numbers, full Social Security Numbers, government identification numbers, or other sensitive personal information except where the Services are designed to collect and process such data;
Otherwise violates this Agreement or any applicable law.

13.4 Monitoring

Escochex may, but is not obligated to, monitor Content to enforce this Agreement, comply with legal obligations, protect Escochex and its customers, or operate the Services. Escochex may, in its sole discretion, remove, refuse to post, restrict access to, or refuse to remove any Content.

13.5 Feedback

If you provide feedback, suggestions, ideas, or improvements regarding the Services, you grant Escochex a perpetual, irrevocable, worldwide, sublicensable, royalty-free license to use, modify, and exploit such feedback for any purpose without compensation or attribution.

13.6 Aggregated Data

Escochex may compile, derive, and use de-identified, aggregated information from the Services (“Aggregated Data”) for purposes including benchmarking, analytics, research, product improvement, fraud detection, and the development of new features and services. Aggregated Data does not identify you or any individual.

14. PRIVACY, SECURITY, AND DATA PROTECTION

14.1 Privacy Notice

Escochex’s Privacy Notice describes how Escochex collects, uses, and discloses personal information in connection with the Services. The Privacy Notice is incorporated by reference and is available on the Escochex website. You agree to the Privacy Notice and any updates Escochex publishes. You will provide to your employees, contractors, and other individuals whose personal information you submit to the Services any notices required by applicable law and obtain any required consents.

14.2 Roles Under Data Protection Laws

For purposes of the California Consumer Privacy Act, as amended by the California Privacy Rights Act (“CCPA/CPRA”), and analogous U.S. state privacy laws, you act as a “business” with respect to the personal information you submit to the Services, and Escochex generally acts as a “service provider” or “processor” processing such information on your documented instructions. You represent and warrant that you have provided all required notices and obtained all required consents to permit Escochex to process such information in connection with the Services.

14.3 Security Program

Escochex maintains a written information-security program that is designed to protect personal information against unauthorized access, use, disclosure, alteration, or destruction. The program includes administrative, technical, and physical safeguards consistent with industry standards, including access controls, encryption of data in transit and at rest where appropriate, vulnerability management, secure software development, employee training, and incident-response procedures. No security program can eliminate all risk.

14.4 Security Incidents

If Escochex becomes aware of a confirmed security incident affecting your Account or personal information you submitted to the Services, Escochex will notify you without undue delay, in accordance with applicable law and Escochex’s incident-response procedures. You are responsible for satisfying any notification obligations that apply to you under federal or state law (including notifications to affected individuals, state regulators, and consumer reporting agencies). You agree to cooperate with Escochex in the investigation and response to any such incident.

14.5 Customer Security Responsibilities

You are responsible for maintaining the security of your own systems and environment, including (i) safeguarding Account credentials and multi-factor authentication tokens, (ii) restricting Administrator access to authorized personnel, (iii) ensuring that endpoints used to access the Services are reasonably secure, and (iv) implementing reasonable controls against phishing, social engineering, and business-email compromise. Escochex is not responsible for losses resulting from compromise of your systems, credentials, or personnel.

14.6 Government Requests

Escochex may disclose Content and Account information when required by law, subpoena, court order, or governmental request, or when Escochex believes in good faith that disclosure is necessary to (i) comply with legal obligations, (ii) protect the rights, property, or safety of Escochex, its customers, or others, (iii) enforce this Agreement, or (iv) investigate fraud, security, or other technical issues. Where lawful and practicable, Escochex will provide notice to the affected Customer.

15. THIRD-PARTY SERVICES AND INTEGRATIONS

15.1 Third-Party Services Generally

The Services may interoperate with, depend on, or offer access to products and services provided by third parties, including the Money Transmitter Partners (Kotapay and Natpay), banking partners, tax-filing service providers, identity-verification vendors, accounting platforms, time-tracking platforms, benefits administrators, retirement-plan providers, workers’ compensation carriers, the IRS, state taxing authorities, and the Drake Tax software platform (collectively, “Third-Party Services”). Use of Third-Party Services may be subject to separate terms and pricing between you and the applicable provider.

15.2 No Endorsement

Escochex’s integration with a Third-Party Service does not constitute an endorsement of, or any representation regarding, that Third-Party Service. Escochex is not responsible for the acts, omissions, products, services, or content of any Third-Party Service, including any interruption, error, defect, or change in functionality that affects the Services.

15.3 W-2 Transfer to Drake Tax

If enabled, the W-2 Transfer feature allows your employees to import their W-2 data from the Services into Drake Tax software or services through an encrypted connection during the active subscription period. You may disable this feature in the Account at any time. If disabled, employees will be unable to import W-2 data electronically into Drake Tax. Drake Tax’s use of imported data is governed by its own terms and privacy policy.

16. COMMUNICATIONS, MARKETING, AND ELECTRONIC RECORDS

16.1 Operational Communications

By providing your email address and phone number, you consent to receive operational communications about the Services, including notices regarding payroll runs, funding, returned items, tax filings, security events, identity verification, billing, and changes to this Agreement. Operational communications may be sent by email, in-product notice, SMS/MMS text message, or voice call (including automated or pre-recorded calls), and you authorize Escochex (and the Money Transmitter Partners, where applicable) to send such communications to the contact information you provide.

16.2 Marketing Communications

Marketing communications are subject to your applicable preferences, which you may manage in your Account or by following the unsubscribe link in any marketing email. Unsubscribing from marketing does not affect operational communications, which are required to provide the Services.

16.3 Electronic Signatures and Records

You agree that all agreements, notices, disclosures, authorizations, and other communications that Escochex provides electronically satisfy any legal requirement that such communications be in writing. You consent to enter into agreements, including this Agreement, electronically. You may withdraw consent to electronic records as provided in the federal E-SIGN Act, but doing so may make it impossible for Escochex to continue providing the Services.

16.4 Quality Monitoring

Escochex may record or monitor calls with you for quality-assurance, training, security, and compliance purposes. By contacting Escochex, you consent to such monitoring and recording where lawful.

17. MOBILE ACCESS

17.1 Mobile Use

Use of the Services through a mobile device is provided as a convenience, requires Internet access and a compatible device, and may require installation of an Escochex mobile application or third-party application. You are solely responsible for any device-related and telecommunications charges and for compliance with the terms of your mobile-device, app-store, and telecommunications providers.

17.2 No Warranty Regarding Mobile Access

Escochex makes no warranties or representations regarding the operation, availability, or functionality of telecommunications services, third-party mobile platforms, app stores, or your mobile device, or regarding the timeliness, accuracy, or security of any transmission of data over those networks.

17.3 Apple App Store Terms

If you downloaded an Escochex mobile application from the Apple App Store, you acknowledge that (i) this Agreement is between you and Escochex, not Apple, and Escochex is solely responsible for the application; (ii) Apple has no obligation to provide maintenance or support for the application; (iii) in the event the application fails to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price (if any) of the application; (iv) Escochex, not Apple, is responsible for addressing any claims relating to the application; (v) Apple and its subsidiaries are third-party beneficiaries of this Agreement and may enforce it against you; and (vi) you must comply with all applicable third-party terms when using the application, including any usage rules in the Apple Media Services Terms and Conditions.

18. TERM, SUSPENSION, AND TERMINATION

18.1 Term

This Agreement begins on the earlier of the date you first accept it and the date you first use the Services, and continues until terminated as provided in this Agreement.

18.2 Termination for Convenience

You may terminate this Agreement and your subscription at any time in accordance with the cancellation procedure published in your Account. Termination is effective at the end of the then-current billing period unless an earlier termination date is permitted by Escochex in writing. Escochex may terminate this Agreement for convenience upon at least thirty (30) days’ prior notice.

18.3 Suspension

Escochex may suspend the Services, in whole or in part, immediately and without prior notice, if (i) Escochex reasonably suspects fraud, unauthorized access, money laundering, or other illegal or prohibited activity; (ii) you have a returned item, NSF event, or past-due Fee; (iii) you fail to complete required verification or provide requested documentation; (iv) you breach this Agreement; (v) continued provision of the Services would pose a security, legal, or reputational risk to Escochex, the Money Transmitter Partners, or their partners; or (vi) required by applicable law, regulatory authority, or banking partner.

18.4 Termination for Cause

Either party may terminate this Agreement for cause if the other party materially breaches the Agreement and fails to cure the breach within fifteen (15) days after written notice of the breach, except that Escochex may terminate immediately and without an opportunity to cure for any of the conditions described in Section 18.3.

18.5 Effect of Termination

Upon termination: (i) your right to access and use the Services ends; (ii) all unpaid Fees and other amounts due to Escochex become immediately due and payable; (iii) Escochex may complete the processing of Payments already initiated, but is not obligated to initiate new Payments; (iv) you will provide elections regarding Final Filings as described in Section 10.6; (v) Escochex will, upon written request received within thirty (30) days after termination, provide you with reasonable access to export your data, after which Escochex may delete data in accordance with its data-retention policies and applicable record-retention laws.

18.6 Free Accounts

Escochex may terminate any free, trial, or promotional account at any time without notice.

19. DISCLAIMER OF WARRANTIES

19.1 THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITH ALL FAULTS, AND WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ESCOCHEX, KOTAPAY, AND THEIR RESPECTIVE AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, LICENSORS, AND SUPPLIERS (COLLECTIVELY, THE “ESCOCHEX PARTIES”) DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, QUIET ENJOYMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, OR TRADE USAGE.

19.2 WITHOUT LIMITING THE FOREGOING, THE ESCOCHEX PARTIES DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE, FREE OF VIRUSES OR HARMFUL COMPONENTS, OR THAT ANY DATA WILL BE ACCURATE, COMPLETE, OR PRESERVED. THE ESCOCHEX PARTIES DO NOT WARRANT THAT USE OF THE SERVICES WILL ENSURE COMPLIANCE WITH ANY LAW, REGULATION, RULE, ORDER, OR INDUSTRY STANDARD.

19.3 SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF CERTAIN WARRANTIES, SO SOME OR ALL OF THESE DISCLAIMERS MAY NOT APPLY TO YOU. IN SUCH JURISDICTIONS, ANY APPLICABLE IMPLIED WARRANTIES ARE LIMITED TO SIXTY (60) DAYS FROM THE DATE OF FIRST DELIVERY OR PURCHASE OF THE SERVICES, WHICHEVER IS LATER.

20. LIMITATION OF LIABILITY

20.1 EXCLUSION OF DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL THE ESCOCHEX PARTIES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES; FOR LOST PROFITS, LOST REVENUE, LOST SAVINGS, LOST GOODWILL, BUSINESS INTERRUPTION, OR LOSS OF DATA; OR FOR THE COST OF PROCUREMENT OF SUBSTITUTE SERVICES, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SERVICES, WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER THEORY, EVEN IF ANY ESCOCHEX PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND EVEN IF A LIMITED REMEDY HAS FAILED OF ITS ESSENTIAL PURPOSE.

20.2 CAP ON LIABILITY. THE AGGREGATE LIABILITY OF THE ESCOCHEX PARTIES ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SERVICES WILL NOT EXCEED THE TOTAL FEES YOU ACTUALLY PAID TO ESCOCHEX FOR THE SERVICES DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THIS LIMITATION APPLIES IN THE AGGREGATE TO ALL CLAIMS AND CAUSES OF ACTION.

20.3 TAX-RELATED LIABILITY. WITHOUT LIMITING SECTIONS 20.1 AND 20.2, IF ESCOCHEX MAKES AN ERROR IN PERFORMING TAX-RELATED SERVICES, ESCOCHEX’S OBLIGATION IS LIMITED TO CORRECTING THE FILING OR DEPOSIT AND PAYING ANY PENALTY OR INTEREST IMPOSED BY THE TAXING AUTHORITY THAT IS DIRECTLY CAUSED BY ESCOCHEX’S ERROR. ESCOCHEX IS NOT RESPONSIBLE FOR THE UNDERLYING TAX LIABILITY, FOR PENALTIES OR INTEREST CAUSED BY YOUR ACT OR OMISSION, OR FOR ANY OTHER DAMAGES.

20.4 INDEPENDENT ALLOCATION OF RISK. THE LIMITATIONS IN THIS SECTION 20 ARE A FUNDAMENTAL PART OF THE BASIS OF THE BARGAIN BETWEEN YOU AND ESCOCHEX AND APPLY EVEN IF YOUR REMEDIES UNDER THIS AGREEMENT FAIL OF THEIR ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO PART OF THIS SECTION MAY NOT APPLY TO YOU.

21. INDEMNIFICATION

21.1 By Customer

You will defend, indemnify, and hold harmless the Escochex Parties from and against any third-party claim, action, demand, or proceeding (“Claim”), and all losses, damages, liabilities, settlements, judgments, fines, penalties, costs, and expenses (including reasonable attorney’s fees), arising out of or related to: (i) your use of the Services in violation of this Agreement or applicable law; (ii) your breach of any representation, warranty, or covenant in this Agreement; (iii) Content submitted by you or any Administrator; (iv) any inaccurate or incomplete information you supplied; (v) any tax, wage, benefit, classification, or employment-law obligation owed by you to a Payee or taxing authority; (vi) any dispute between you and a Payee, Client, Administrator, or other third party; or (vii) your gross negligence or willful misconduct.

21.2 Procedure

Escochex will provide you with prompt written notice of any Claim, reasonable cooperation in the defense (at your expense), and the right to participate in the defense and settlement at your expense and through counsel of your choice (subject to Escochex’s right to participate using its own counsel at its own expense). You may not settle any Claim that imposes any liability or obligation on, or requires any admission by, any Escochex Party without Escochex’s prior written consent.

22. DISPUTE RESOLUTION; BINDING ARBITRATION; CLASS-ACTION WAIVER

22.1 PLEASE READ THIS SECTION CAREFULLY. IT REQUIRES YOU AND ESCOCHEX TO RESOLVE DISPUTES THROUGH INDIVIDUAL ARBITRATION AND LIMITS THE WAY YOU CAN SEEK RELIEF.

22.2 Informal Resolution

Before initiating any formal proceeding, the party raising a dispute will send a written notice describing the dispute and proposed resolution to the other party at the address in Section 25. The parties will negotiate in good faith for at least thirty (30) days to resolve the dispute informally.

22.3 Binding Arbitration

If the dispute is not resolved within the thirty-day informal period, the parties agree that any dispute, claim, or controversy arising out of or relating to this Agreement, the Services, or the relationship between the parties (a “Dispute”) will be resolved exclusively by final and binding individual arbitration, except as expressly provided below. The arbitration will be administered by the American Arbitration Association (“AAA”) under the AAA’s Commercial Arbitration Rules and, where applicable, the AAA’s Consumer Arbitration Rules (collectively, the “Rules”), as modified by this Agreement. The Federal Arbitration Act governs the interpretation and enforcement of this provision. The arbitrator will apply California substantive law and federal substantive law where applicable.

22.4 Class-Action Waiver

EACH PARTY AGREES THAT ANY DISPUTE MUST BE BROUGHT IN AN INDIVIDUAL CAPACITY ONLY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN A PURPORTED CLASS, COLLECTIVE, MASS, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON’S CLAIMS AND MAY NOT PRESIDE OVER ANY CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING. EACH PARTY ALSO WAIVES THE RIGHT TO A TRIAL BY JURY. IF THIS CLASS-ACTION WAIVER IS HELD UNENFORCEABLE AS TO ANY PARTICULAR CLAIM, THAT CLAIM WILL BE SEVERED AND PROCEED IN A COURT OF COMPETENT JURISDICTION; ALL OTHER CLAIMS WILL CONTINUE IN ARBITRATION.

22.5 Initiating Arbitration; Location; Fees

To initiate arbitration, the claimant must send written notice describing the Dispute and the relief sought to the other party at the address in Section 25. The arbitration may be conducted by telephone, by written submissions, or in person in Los Angeles County, California, or at another location mutually agreed by the parties. Filing, administrative, and arbitrator fees will be allocated under the Rules. For Disputes in which a consumer claimant cannot afford the applicable fees, Escochex will pay them as provided in the Rules. The arbitrator’s award is final and may be entered as a judgment in any court of competent jurisdiction.

22.6 Exceptions

Notwithstanding the foregoing: (i) either party may bring an individual claim in small-claims court for claims within that court’s jurisdiction; (ii) either party may seek injunctive or other equitable relief in a court of competent jurisdiction to prevent actual or threatened infringement, misappropriation, or violation of intellectual-property rights, breaches of confidentiality, or violations of Section 3 (License and Permitted Use); and (iii) nothing in this Section prevents the parties from cooperating with regulatory inquiries or filings.

22.7 30-Day Opt-Out

You may opt out of the agreement to arbitrate and the class-action waiver in this Section 22 by sending a written notice of your decision to opt out to Escochex Inc., 21900 Burbank Blvd., Suite 300, Woodland Hills, CA 91367, Attention: Legal, within thirty (30) days after first accepting this Agreement. The notice must include your name, business name, address, Account identifier, and a clear statement that you wish to opt out. Opting out does not affect any other provision of this Agreement.

22.8 Survival

This Section 22 survives the termination of this Agreement.

23. GOVERNING LAW AND JURISDICTION

This Agreement is governed by the laws of the State of California, without regard to its conflicts-of-laws principles, and, where applicable, by the Federal Arbitration Act and other applicable federal law. The United Nations Convention on Contracts for the International Sale of Goods does not apply. Subject to Section 22, any judicial proceeding arising out of or related to this Agreement that is not subject to arbitration will be brought exclusively in the state or federal courts located in Los Angeles County, California, and each party submits to the personal jurisdiction of those courts.

24. EXPORT CONTROL AND COMPLIANCE WITH LAW

The Services, and any underlying software, may include U.S. technical data and software subject to U.S. export control and economic sanctions laws and regulations, including the Export Administration Regulations and the regulations administered by OFAC. You will not, directly or indirectly, export, re-export, transfer, or release any portion of the Services to any country, person, or entity prohibited by U.S. law or to any person or entity on a U.S. government denied-persons or sanctioned-persons list. You represent and warrant that neither you nor any Information Subject is so prohibited or listed.

You will comply with all federal, state, and local laws and regulations applicable to your use of the Services, including laws governing wages and hours, taxation, employment, immigration, equal opportunity, occupational safety, retirement plans, benefits, data privacy, and consumer financial protection.

25. NOTICES

Notices to Escochex must be in writing and sent to:

Escochex Inc. Attn: Legal Department 21900 Burbank Blvd., Suite 300 Woodland Hills, CA 91367

Email: legal@escochex.com

Phone: (818) 436-4688

Notices to you may be sent to the email address, postal address, or phone number associated with your Account, or through in-product notification. Notices are deemed given on the date delivered (for email and in-product notices) or three (3) business days after deposit in the U.S. mail (for postal notices).

26. CHANGES TO THIS AGREEMENT

Escochex may modify this Agreement from time to time. If the change is material, Escochex will provide at least thirty (30) days’ prior notice (by email, in-product notification, or website posting). Non-material changes are effective when posted. The “Effective Date” at the top of this Agreement reflects the most recent material change. Your continued use of the Services after the effective date of a change constitutes your acceptance of the change. If you do not accept a change, your sole remedy is to terminate the Services before the change takes effect.

27. FORCE MAJEURE

No Escochex Party will be liable for any delay or failure to perform that is caused by an event beyond its reasonable control, including acts of God, fire, flood, earthquake, pandemic, epidemic, public-health emergency, war, terrorism, civil unrest, governmental action, labor disturbance, telecommunications or Internet outage, failure of utilities, failure of upstream service providers or banking partners, cybersecurity event, or unavailability of materials or supplies (each, a “Force Majeure Event”). The affected party will use reasonable efforts to resume performance as soon as practicable

28. GENERAL PROVISIONS

28.1 Entire Agreement

This Agreement, together with any order forms, engagement letters, the Privacy Notice, Acceptable Use Policy, and any other policies or supplemental terms referenced or incorporated by reference, constitutes the entire agreement between you and Escochex regarding the Services and supersedes all prior or contemporaneous oral or written agreements, communications, and proposals on the same subject.

28.2 Order of Precedence

In the event of any conflict among the components of this Agreement, the order of precedence is: (i) a fully signed order form or engagement letter; (ii) any supplemental terms applicable to a specific Service; (iii) these Terms of Service; and (iv) the Privacy Notice and other policies. The body of this Agreement controls over any pre-printed terms on a purchase order or similar Customer-issued document, which are rejected.

28.3 Severability

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions remain in full force and effect. The invalid provision will be modified to the minimum extent necessary to be valid and enforceable while preserving the parties’ intent.

28.4 Waiver

No failure or delay by a party in exercising any right under this Agreement constitutes a waiver of that right. Any waiver must be in writing and signed by the waiving party to be effective.

28.5 Assignment

You may not assign or transfer this Agreement, by operation of law or otherwise, without Escochex’s prior written consent, and any attempted assignment in violation of this Section is void. Escochex may assign or transfer this Agreement, in whole or in part, without consent to (i) an affiliate, (ii) a successor in interest in connection with a merger, reorganization, or sale of all or substantially all of Escochex’s assets relating to this Agreement, or (iii) a financing party in connection with the financing of Escochex’s business. To request a transfer, contact transfer_license@escochex.com.

28.6 Independent Contractors

The parties are independent contractors. This Agreement does not create any agency, partnership, joint venture, fiduciary, employment, or franchise relationship.

28.7 No Third-Party Beneficiaries

Except as expressly provided (including with respect to Apple under Section 17.3 and the Money Transmitter Partners under this Agreement), there are no third-party beneficiaries to this Agreement.

28.8 Survival

Provisions of this Agreement that by their nature should survive termination will survive, including Sections 1 (Definitions), 3.2 (Reservation of Rights), 6 (Fees, Billing, and Taxes) with respect to amounts accrued before termination, 8.5 (Insufficient Funds and Returned Items), 8.7 (Error Resolution), 8.10 (Reserve Amount), 10.6 (Final Filings on Termination), 13.5 (Feedback), 13.6 (Aggregated Data), 14 (Privacy, Security, and Data Protection), 18.5 (Effect of Termination), 19 (Disclaimer of Warranties), 20 (Limitation of Liability), 21 (Indemnification), 22 (Dispute Resolution), 23 (Governing Law), 24 (Export Control), 25 (Notices), and this Section 28.

28.9 Headings and Construction

Section headings are for convenience only and do not affect interpretation. “Including” and similar terms mean “including without limitation.” References to “days” mean calendar days unless otherwise specified. The English-language version of this Agreement controls.

29. CONTACT US

If you have any questions about this Agreement or the Services, please contact us:

Escochex Inc. 21900 Burbank Blvd., Suite 300 Woodland Hills, CA 91367

Phone: (818) 436-4688

Customer Care: customercare@escochex.com

Legal: legal@escochex.com

License Transfers: transfer_license@escochex.com