USER'S TERMS AND CONDITIONS

Effective Date: January 1, 2026

IMPORTANT — PLEASE READ CAREFULLY. THESE TERMS OF USE GOVERN YOUR ACCESS TO THE ESCOCHEX PAYROLL WEBSITES, MOBILE APPLICATIONS, AND ONLINE PLATFORM. THESE TERMS INCLUDE A BINDING ARBITRATION PROVISION AND A CLASS-ACTION WAIVER (SECTION 22). IF YOU PURCHASE OR USE THE ESCOCHEX FULL-SERVICE PAYROLL OR ACCOUNTING PROFESSIONAL PROGRAM, YOUR USE IS ALSO GOVERNED BY THE SEPARATE ESCOCHEX INC. TERMS OF SERVICE FOR FULL-SERVICE PAYROLL SERVICES AND ACCOUNTING PROFESSIONAL PROGRAM (THE “PAYROLL SERVICE AGREEMENT”).

Welcome to Escochex Payroll. These Website and Platform Terms of Use (these “Terms”) are a legal contract between you (“you” or “User”) and Escochex Inc., a corporation registered to do business in California, with principal offices at 21900 Burbank Blvd., Suite 300, Woodland Hills, CA 91367 (“Escochex,” “we,” “us,” or “our”).

These Terms govern your access to and use of (i) the Escochex Payroll websites and any subdomain operaed by Escochex that promotes or supports Escochex Payroll (including pricing pages, marketing pages, blog content, knowledge base, demo environments, lead-capture forms, and partner directories) (the “Sites”); (ii) the Escochex Payroll online platform, customer portal, and mobile applications (the “Platform”); (iii) any free-tier, trial, demo, freemium, or evaluation access to the Platform; and (iv) any related content, calculators, tools, APIs, integrations, communications, and online services we make available (collectively with the Sites and the Platform, the “Services”).

By accessing or using any Services, you represent that you have read, understood, and agree to be bound by these Terms and our Privacy Notice, which is incorporated by reference. If you do not agree, you must not access or use the Services.

1. RELATIONSHIP TO OTHER AGREEMENTS

1.1 Payroll Service Agreement

If you purchase, subscribe to, or use the Escochex Full-Service Payroll service, the Escochex Accounting Professional Program, or any related fee-bearing payroll service (collectively, the “Payroll Services”), your access and use are also governed by the Escochex Inc. Terms of Service for Full-Service Payroll Services and Accounting Professional Program (the “Payroll Service Agreement”), which is a separate, paid-service agreement. In the event of any conflict between these Terms and the Payroll Service Agreement with respect to your access to or use of the Payroll Services, the Payroll Service Agreement controls.

1.2 Other Agreements

You may also be subject to additional terms applicable to specific features, products, programs, promotions, or services (such as the Escochex Value-Added Partner (“VAP”) program, the Reconzyle service offering, the Escochex Academy, or third-party integrations). Where additional terms apply, you will be required to accept them separately. Those additional terms are incorporated by reference into these Terms.

1.3 Privacy Notice

Our Privacy Notice describes how we collect, use, share, and protect personal information in connection with the Services and your rights regarding that information. The Privacy Notice is incorporated by reference and is available on the Sites.

2. ELIGIBILITY AND ACCOUNT REGISTRATION

2.1 Eligibility

You must be at least eighteen (18) years old, legally able to enter into a binding contract, and not barred from receiving services under U.S. law or the laws of your jurisdiction to use the Services. The Platform is intended for use by U.S.-based businesses, accounting professionals, and authorized representatives. The Services are not directed to children under thirteen (13), and we do not knowingly collect personal information from children under thirteen (13).

2.2 Account Registration

Some Services require you to create an account, register for a demo, request a quote, download gated content, or otherwise provide information. You agree to provide accurate, current, and complete information and to keep it up to date. You are responsible for maintaining the confidentiality of any credentials issued to you, for all activity that occurs under your account, and for notifying Escochex promptly of any unauthorized access or suspected security incident. We may, in our sole discretion, refuse, suspend, or terminate any account at any time.

2.3 Authority to Represent an Organization

If you create an account or use the Services on behalf of an organization, you represent and warrant that you have full legal authority to bind that organization, and the terms “you” and “User” refer to that organization. The organization is responsible for the acts and omissions of its representatives.

3. LICENSE TO USE THE SERVICES

3.1 License Grant

Subject to your compliance with these Terms, Escochex grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Services for your personal or internal business purposes. This license does not include any right to use the Services on behalf of third parties except as expressly permitted under the Payroll Service Agreement (for example, by an Accounting Professional acting on behalf of an enrolled Client).

3.2 Reservation of Rights

All right, title, and interest in and to the Services, including all software, code, content, designs, user interfaces, look and feel, trademarks, logos, trade dress, audio, video, images, illustrations, text, white papers, knowledge-base articles, marketing materials, calculators, templates, documentation, and other materials made available through the Services (the “Escochex Materials”), and all intellectual-property rights therein, are owned by Escochex and its licensors. Except for the limited license expressly granted in Section 3.1, no rights are granted to you, and Escochex reserves all rights.

4. ACCEPTABLE USE AND PROHIBITED CONDUCT

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

Use the Services in violation of any applicable federal, state, local, or foreign law, regulation, rule, or court order;
Use the Services to commit, plan, facilitate, or further any unlawful, fraudulent, deceptive, abusive, infringing, or tortious act, including identity theft, wage theft, tax evasion, money laundering, sanctions evasion, human trafficking, or fraud against employees, contractors, customers, taxing authorities, or financial institutions;
Reproduce, modify, translate, adapt, distribute, publicly display, publicly perform, prepare derivative works of, or otherwise exploit the Services or Escochex Materials, except as expressly permitted by these Terms or applicable law;
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 that cannot be waived by contract;
Remove, alter, or obscure any proprietary, copyright, trademark, or other intellectual-property notice;
Use the Services to develop, train, support, market, or improve any product or service that competes with the Services, or to build a substantially similar product;
Use any automated means — including bots, scrapers, crawlers, harvesters, spiders, data-mining tools, or AI agents — to access, monitor, copy, or extract content from the Services, except through APIs that Escochex has expressly authorized;
Conduct security testing, vulnerability scanning, penetration testing, denial-of-service testing, or load testing without Escochex’s prior written authorization;
Upload, transmit, or distribute any malware, virus, worm, trojan, ransomware, spyware, keylogger, or other malicious code;
Impersonate any person or entity, misrepresent your identity, qualifications, licensure, or relationship to any person or entity, or falsely state or imply an endorsement by Escochex or any third party;
Use the Services to send unsolicited commercial communications, phishing attempts, or any communication in violation of the CAN-SPAM Act, the Telephone Consumer Protection Act, A2P 10DLC requirements, or other applicable laws;
Interfere with, disrupt, or attempt to gain unauthorized access to any portion of the Services, any other user’s account, or any servers, networks, or systems connected to the Services;
Use the Services in a manner that imposes an unreasonable or disproportionate load on Escochex’s infrastructure;
Collect, harvest, or process personal information about other users, employees, contractors, or third parties except as expressly permitted by the Services and applicable law;
Submit or transmit through the Services any content that is illegal, infringing, defamatory, obscene, harassing, hateful, threatening, sexually explicit, exploitative, or that violates any person’s privacy, publicity, intellectual-property, or other rights;
Use the Services in any manner intended to deceive consumers, regulators, employees, or other third parties about the nature, source, or accuracy of payroll, tax, employment, or financial information.

Escochex may, but is not obligated to, investigate any suspected violation, cooperate with law-enforcement authorities, and take action including warning, suspending, or terminating access without prior notice.

5. ACCOUNTS, FREE TRIALS, AND DEMONSTRATIONS

5.1 Free Trials and Demos

From time to time, Escochex may offer free trials, demonstration environments, sandboxes, pilot programs, freemium access, or limited-feature evaluations (each, a “Free Tier”). Free Tiers are provided for the limited purpose of evaluation only, are not intended to process real payroll or production data unless expressly designated, and are subject to additional time, feature, user, or transactional limits as Escochex specifies. Escochex may modify, suspend, or discontinue any Free Tier at any time.

5.2 “As Is” Basis

Free Tiers and any pre-release, beta, preview, or early-access features are provided “AS IS” and “AS AVAILABLE,” without any representation or warranty, express or implied. Escochex disclaims all liability arising from your use of any Free Tier or pre-release feature, and the limitations of liability in Section 19 apply with full force.

5.3 Conversion to Paid Services

If you elect to convert a Free Tier into a paid subscription to the Payroll Services, you must accept the Payroll Service Agreement and complete identity, banking, and tax-agency verification before the paid Services may be used. Escochex may require additional information or documentation as part of that conversion.

6. USER CONTENT, COMMUNITY FEATURES, AND FEEDBACK

6.1 User Content

Some Services may permit you to submit, post, upload, or transmit content — including reviews, testimonials, survey responses, support inquiries, community forum posts, knowledge-base contributions, ratings, comments, photographs, videos, or other material (collectively, “User Content”). You retain ownership of your User Content, subject to the rights you grant Escochex below.

6.3 Representations and Warranties

You represent and warrant that (i) you have all rights necessary to grant the license in Section 6.2; (ii) your User Content is accurate, lawful, and not misleading; (iii) your User Content does not infringe any third-party right or duty of confidentiality; (iv) where applicable, you have obtained any required consents (including those required for any individual whose name, image, voice, likeness, or personal information is included in the User Content); and (v) your User Content complies with Section 4.

6.4 No Obligation to Monitor

Escochex has no obligation to monitor User Content but may, in its sole discretion, review, remove, refuse to post, or restrict any User Content for any reason or no reason. Escochex is not responsible for any User Content or for any loss or damage arising from User Content.

6.5 Feedback

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

7. INTELLECTUAL PROPERTY

7.1 Escochex Marks

“Escochex,” “Escochex Payroll,” “Escochex Inc.,” “Escochex Insurance Agency,” “escoHR,” “Escochex Academy,” “Reconzyle,” “Escosar Studios,” and related names, logos, designs, product names, service names, and trade dress (collectively, the “Escochex Marks”) are trademarks, service marks, or trade dress of Escochex. You may not use any Escochex Mark without Escochex’s prior written permission, and any permitted use must comply with Escochex’s brand guidelines. All other trademarks, service marks, and trade names appearing in the Services are the property of their respective owners.

7.2 Copyright Notice

7.3 Copyright Complaints (DMCA)

Escochex respects intellectual-property rights and responds to clear notices of alleged copyright infringement under the Digital Millennium Copyright Act (“DMCA”). If you believe content on the Services infringes your copyright, please send a written notice to our designated agent that includes:

A physical or electronic signature of the owner (or person authorized to act on behalf of the owner) of the allegedly infringed right;
Identification of the copyrighted work claimed to be infringed;
Identification of the material claimed to be infringing, with sufficient detail to permit us to locate it;
Your contact information (name, address, telephone number, and email);
A statement that you have a good-faith belief that the use is not authorized by the copyright owner, its agent, or the law; and
A statement, made under penalty of perjury, that the information in the notice is accurate and that you are authorized to act.

DMCA Designated Agent: Escochex Inc., Attn: DMCA Agent 21900 Burbank Blvd., Suite 300 Woodland Hills, CA 91367 Email: dmca@escochex.com

Escochex may, at its discretion, remove or restrict access to allegedly infringing material and terminate the accounts of repeat infringers.

8. COMMUNICATIONS, EMAIL, AND SMS

8.1 Operational Communications

By creating an account, requesting a demo, downloading content, or otherwise providing contact information, you consent to receive operational communications from Escochex relating to the Services. Operational communications may be sent by email, in-product notice, SMS/MMS text message, or voice call (including automated or pre-recorded calls), to the contact information you provide.

8.2 Marketing Communications and Email

Escochex may send marketing emails about the Services, related Escochex products, partner offerings, and educational content. You may unsubscribe from marketing emails by following the instructions in any such email. Unsubscribing from marketing emails does not affect operational communications, which are required to provide the Services.

8.3 SMS and A2P 10DLC

If you opt in to receive text messages from Escochex (for example, by submitting a phone number on a marketing form or by selecting SMS notifications in the Platform), you consent to receive recurring automated text messages, including marketing messages, at the number you provide. Message and data rates may apply. Message frequency varies. You may opt out at any time by texting STOP to any message you receive from Escochex. Text HELP for assistance. Carriers are not liable for delayed or undelivered messages. Escochex’s SMS program is registered under applicable A2P 10DLC requirements, and we comply with the rules of the CTIA and applicable mobile carriers.

8.4 Telephone Calls

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

9. PROFESSIONAL CONTENT, CALCULATORS, AND NO ADVICE

9.1 Informational Content

The Sites and Platform may include calculators, tax tables, salary guides, paystub estimators, withholding tables, year-end deadlines, jurisdictional summaries, blog posts, knowledge-base articles, white papers, webinars, sample policies, FAQs, and similar content (“Informational Content”). Informational Content is provided for general information only, is not customized to your specific circumstances, may not reflect the most current law or guidance, and is not a substitute for professional advice.

9.2 No Professional Advice

Nothing on the Services constitutes legal, tax, accounting, financial, investment, immigration, insurance, employment-law, human-resources, or other professional advice. The display or transmission of Informational Content does not create any professional-client, fiduciary, attorney-client, accountant-client, advisor-client, or similar relationship between you and Escochex or any of its personnel. Before relying on Informational Content, you should consult a qualified professional concerning your specific facts and circumstances. Where Roy Escosar, MAFM, an Escochex affiliate, or another qualified Escochex professional provides advisory services to you, those services are governed by a separate written engagement letter and are not covered by these Terms.

9.3 No Warranty of Accuracy

Escochex does not warrant that Informational Content is accurate, complete, current, or reliable. Tax laws, withholding rates, agency requirements, filing deadlines, and other regulatory information change frequently and may differ across federal, state, and local jurisdictions. You bear sole responsibility for verifying the accuracy and applicability of any Informational Content before relying on it.

10. AI-ASSISTED AND AUTOMATED FEATURES

10.1 AI Features

The Services may include features powered by artificial intelligence, machine learning, large language models, generative AI, predictive analytics, intelligent assistants, chat interfaces, and similar technologies (collectively, “AI Features”). AI Features may be used to surface suggestions, summarize content, classify entries, generate draft messages or documents, answer support questions, detect anomalies, or otherwise assist you. AI Features are decision-support tools, not decision-makers. Output may be incomplete, outdated, inaccurate, biased, or otherwise unsuitable for your circumstances.

10.2 Human Review Required

You are solely responsible for reviewing, verifying, and confirming any output generated by AI Features before relying on it, particularly with respect to payroll calculations, tax positions, employment decisions, classifications, or communications. Escochex disclaims all liability for your reliance on AI Feature output. Where you use AI Features to draft communications to employees, contractors, regulators, or third parties, you are solely responsible for the content of those communications.

10.3 Automated Decision Systems and Employment Decisions

If you are an employer (or an Accounting Professional acting on behalf of an employer Client), you acknowledge that applicable law — including the California Civil Rights Council’s regulations on automated-decision systems effective October 1, 2025, and analogous laws in other jurisdictions — may require disclosure, recordkeeping, bias-audit, human-review, and similar obligations when AI Features or other automated tools are used to make or facilitate employment decisions. You are solely responsible for evaluating whether and how you use AI Features, for compliance with applicable laws (including anti-discrimination and labor laws), and for providing any disclosures, notices, or opt-outs required of you as the employer or decision-maker. Escochex makes no representation that any AI Feature is suitable for, or complies with the legal requirements applicable to, your use case.

10.4 Inputs and Outputs

You will not submit to any AI Feature any data, content, or information that you are not permitted to share with Escochex and its service providers under applicable law and your agreements with third parties (including employees and contractors). Escochex may use de-identified inputs and outputs to monitor, improve, and develop the Services, as described in our Privacy Notice.

11. MOBILE ACCESS AND APP STORES

11.1 Mobile Devices

Access to certain Services via mobile device requires a compatible device, an active Internet connection, and may require installation of an Escochex mobile application. You are solely responsible for device charges, telecommunications fees, and compliance with the terms of your mobile-device, app-store, and telecommunications providers.

11.2 Apple App Store

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

11.3 Google Play

If you downloaded an Escochex mobile application from Google Play, your use is also subject to the Google Play Terms of Service. Google is not a party to these Terms, and Escochex is solely responsible for the application.

12. THIRD-PARTY LINKS, INTEGRATIONS, AND SERVICES

The Services may contain links to or interoperate with third-party websites, products, or services (collectively, “Third-Party Services”), including banking partners, Money Transmitter Partners, identity-verification vendors, accounting platforms, time-tracking platforms, benefits administrators, retirement-plan providers, workers’ compensation carriers, tax authorities, payment networks, app stores, and analytics providers. Third-Party Services are governed by their own terms and privacy policies. Escochex does not control and is not responsible for Third-Party Services, and any link or integration does not constitute endorsement. Your use of Third-Party Services is at your own risk.

13. SECURITY AND ACCOUNT INTEGRITY

13.1 Customer Security Responsibilities

You are responsible for (i) maintaining the confidentiality of credentials, multi-factor authentication tokens, and API keys; (ii) restricting access to authorized personnel only; (iii) using reasonably secure devices and networks; (iv) keeping anti-malware tools current; and (v) implementing reasonable controls against phishing, business-email compromise, and social engineering. You must notify Escochex promptly of any suspected unauthorized access, security incident, or compromised credentials.

13.2 Escochex Security Program

Escochex maintains a written information-security program designed to protect personal information and customer data with administrative, technical, and physical safeguards consistent with industry standards. No security program eliminates all risk.

13.3 Suspension for Security

Escochex may suspend access immediately and without prior notice if it reasonably suspects fraudulent, unauthorized, or unsafe access to the Services, or if such suspension is necessary to protect Escochex, its customers, or third parties.

14. PRIVACY AND DATA PROTECTION

14.1 Privacy Notice

Our Privacy Notice describes the personal information we collect through the Services and how we use, disclose, and protect that information. By using the Services, you acknowledge the Privacy Notice.

14.2 State Privacy Rights

Residents of certain U.S. states have rights regarding personal information under state privacy laws, which may include the California Consumer Privacy Act, as amended by the California Privacy Rights Act (CCPA/CPRA), the Virginia Consumer Data Protection Act, the Colorado Privacy Act, the Connecticut Data Privacy Act, the Utah Consumer Privacy Act, the Texas Data Privacy and Security Act, the Oregon Consumer Privacy Act, the Montana Consumer Data Privacy Act, the Iowa Consumer Data Protection Act, the Delaware Personal Data Privacy Act, the New Hampshire data-privacy law, the New Jersey Data Privacy Act, the Tennessee Information Protection Act, the Indiana Consumer Data Protection Act, and other applicable state laws. These rights may include the right to know what personal information we collect, the right to access or obtain a copy, the right to correct, the right to delete, the right to opt out of sale or sharing (including for targeted advertising), the right to opt out of certain profiling, the right to limit the use of sensitive personal information, and the right to be free from retaliation for exercising these rights. To exercise your rights, see the Privacy Notice or contact privacy@escochex.com.

14.3 Roles Under Data Protection Laws

When you use the Services as an employer or as an Accounting Professional acting on behalf of an employer Client, you act as the “business” (or “controller”, under state law) with respect to personal information about your employees, contractors, and other personnel, and Escochex acts as a “service provider” (or “processor”, under state law) processing such information on your documented instructions and for the limited purposes set forth in the Privacy Notice and the Payroll Service Agreement. You represent and warrant that you have provided all required notices and obtained all required consents to permit Escochex to process such information.

14.4 “Do Not Sell or Share” and Global Privacy Control

Where required by applicable law, the Sites honor browser-based opt-out preference signals, including the Global Privacy Control (GPC). You may also exercise opt-out rights through the mechanisms described in our Privacy Notice.

15. ACCESSIBILITY

Escochex is committed to making the Services accessible to users with disabilities, consistent with applicable law including the Americans with Disabilities Act and Section 508 of the Rehabilitation Act. We work to align the Sites and Platform with the Web Content Accessibility Guidelines (WCAG) 2.1 Level AA. If you experience any accessibility barrier or need assistance accessing any portion of the Services, please contact accessibility@escochex.com, and we will work with you to provide the information, service, or accommodation you need.

16. AVAILABILITY, CHANGES, AND DISCONTINUATION

16.1 Availability

Escochex strives to make the Services available continuously but does not guarantee uninterrupted availability. The Services may be unavailable from time to time for maintenance, upgrades, security responses, or events outside Escochex’s reasonable control.

16.2 Changes

Escochex may modify, add, remove, or discontinue any part of the Services at any time, in its sole discretion, with or without notice. Where a change materially and adversely affects a paid Service to which you subscribe, Section 26 of the Payroll Service Agreement (or the equivalent provision of any other applicable paid-service agreement) governs.

17. TERMINATION

Escochex may suspend or terminate your access to the Services, or to any feature within the Services, at any time, with or without cause and with or without notice, including for any violation of these Terms. You may stop using the Services at any time. Upon termination, all licenses granted to you under these Terms cease. Sections of these Terms that by their nature should survive (including Sections 3.2, 4, 6, 7, 9, 10, 13, 14, 18 through 25, and this Section 17) survive termination.

18. CONSENT TO ELECTRONIC RECORDS AND SIGNATURES

You consent to receive electronically all communications, notices, agreements, disclosures, authorizations, and other records that Escochex provides in connection with the Services (collectively, “Electronic Records”). Electronic Records satisfy any legal requirement that such communications be in writing. You may withdraw consent to Electronic Records as provided in the federal Electronic Signatures in Global and National Commerce Act (E-SIGN Act), but doing so may make it impossible for Escochex to continue providing the Services to you. To withdraw consent, contact us at legal@escochex.com.

19. DISCLAIMER OF WARRANTIES

19.1 THE SERVICES, INCLUDING THE SITES, THE PLATFORM, ESCOCHEX MATERIALS, INFORMATIONAL CONTENT, AI FEATURES, AND ANY FREE TIER, 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 AND ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, LICENSORS, AND SUPPLIERS (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, AND 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, OR ERROR-FREE; THAT CONTENT, INCLUDING INFORMATIONAL CONTENT AND AI FEATURE OUTPUT, WILL BE ACCURATE, RELIABLE, COMPLETE, CURRENT, OR USEFUL FOR YOUR PURPOSES; OR THAT THE SERVICES WILL ENSURE OR ACHIEVE COMPLIANCE WITH ANY LAW, REGULATION, RULE, OR INDUSTRY STANDARD.

19.3 SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF CERTAIN WARRANTIES; IN SUCH JURISDICTIONS, ANY APPLICABLE IMPLIED WARRANTIES ARE LIMITED TO SIXTY (60) DAYS FROM THE DATE OF FIRST ACCESS TO THE SERVICES.

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 THESE TERMS 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 THESE TERMS, THE SITES, OR YOUR USE OF ANY FREE TIER, INFORMATIONAL CONTENT, OR AI FEATURE WILL NOT EXCEED ONE HUNDRED U.S. DOLLARS (US$100). IF YOU HAVE ALSO ENTERED INTO THE PAYROLL SERVICE AGREEMENT, THE LIMITATION OF LIABILITY IN THAT AGREEMENT APPLIES TO CLAIMS RELATING TO THE PAYROLL SERVICES, AND THIS SECTION 20.2 APPLIES TO ALL OTHER CLAIMS.

20.3 INDEPENDENT ALLOCATION OF RISK. THE LIMITATIONS IN THIS SECTION 20 ARE A FUNDAMENTAL PART OF THE BASIS OF THE BARGAIN BETWEEN YOU AND ESCOCHEX. SOME JURISDICTIONS DO NOT ALLOW LIMITATION OF CERTAIN LIABILITY; IN SUCH JURISDICTIONS, PART OF THIS SECTION MAY NOT APPLY TO YOU.

21. INDEMNIFICATION

You will defend, indemnify, and hold harmless the Escochex Parties from and against any third-party claim, demand, action, or proceeding (“Claim”), and all losses, damages, liabilities, settlements, judgments, fines, penalties, costs, and expenses (including reasonable attorneys’ fees), arising out of or related to: (i) your use of the Services; (ii) your User Content; (iii) your violation of these Terms or any applicable law; (iv) your infringement or misappropriation of any third-party right; (v) any dispute between you and a third party (including an employee, contractor, Client, regulator, or other user); or (vi) your gross negligence or willful misconduct. Escochex will provide prompt notice of the Claim and reasonable cooperation (at your 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 arbitration, 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 24. The parties will negotiate in good faith for at least thirty (30) days to resolve the dispute informally.

22.3 Arbitration

Any dispute, claim, or controversy arising out of or relating to these Terms, the Services, or your relationship with Escochex (a “Dispute”) that is not resolved within thirty (30) days after the informal-resolution notice will be resolved exclusively by final and binding individual arbitration, administered by the American Arbitration Association (“AAA”) under the AAA’s Commercial Arbitration Rules and, where applicable, the AAA’s Consumer Arbitration Rules, as modified by these Terms. The Federal Arbitration Act governs the interpretation and enforcement of this provision.

22.4 Class-Action Waiver

EACH PARTY AGREES THAT ANY DISPUTE WILL BE BROUGHT ONLY IN AN INDIVIDUAL CAPACITY, 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 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 4 (Acceptable Use); and (iii) nothing in this Section prevents the parties from cooperating with regulatory authorities.

22.6 30-Day Opt-Out

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

22.7 Survival

This Section 22 survives the termination of these Terms.

23. GOVERNING LAW AND VENUE

These Terms are 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 U.S. 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 these Terms 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. 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 contact record, or by posting in the Platform or on the Sites. 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).

25. CHANGES TO THESE TERMS

Escochex may modify these Terms from time to time. If a change is material, Escochex will provide notice (by email, in-product notification, or posting on the Sites) reasonably in advance of the effective date. Non-material changes are effective when posted. The Effective Date at the top reflects the most recent material change. Your continued use of the Services after the effective date of any change constitutes your acceptance. If you do not accept a change, you must stop using the Services.

26. INTERNATIONAL USERS AND EXPORT CONTROLS

The Services are intended for use within the United States. If you access the Services from outside the United States, you do so at your own risk and are responsible for compliance with local laws. You agree not to access or use the Services in any U.S.-embargoed country or jurisdiction or in violation of U.S. export-control or sanctions laws, including those administered by the Office of Foreign Assets Control. You represent and warrant that you are not listed on any U.S. government denied-persons or sanctioned-persons list.

27. STATE-SPECIFIC NOTICES

27.1 California Residents — Civil Code § 1789.3

California residents are entitled to the following consumer-rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Suite N-112, Sacramento, CA 95834, or by telephone at (800) 952-5210. The Services are provided by Escochex Inc., 21900 Burbank Blvd., Suite 300, Woodland Hills, CA 91367, (818) 436-4688. No fee is charged for the Sites; fees for paid Services are disclosed in the Payroll Service Agreement and at sign-up.

27.2 Other State Privacy Rights

Residents of states with comprehensive privacy laws have additional rights under Section 14.2 and the Privacy Notice.

28. GENERAL PROVISIONS

28.1 Entire Agreement

These Terms, together with the Privacy Notice, any applicable additional terms, and — if applicable — the Payroll Service Agreement and other paid-service agreements, constitute the entire agreement between you and Escochex regarding your use of the Services and supersede all prior or contemporaneous agreements and communications on the same subject.

28.2 Order of Precedence

In the event of any conflict among the documents that govern your relationship with Escochex, the order of precedence is: (i) a fully signed order form or engagement letter; (ii) the Payroll Service Agreement (with respect to the Payroll Services); (iii) any other applicable paid-service agreement; (iv) these Terms; and (v) the Privacy Notice and other policies.

28.3 Severability

If any provision of these Terms is held invalid or unenforceable, the remaining provisions remain in full force and effect, and the invalid provision will be modified to the minimum extent necessary to be valid and enforceable.

28.4 Waiver

No failure or delay by a party in exercising any right under these Terms is a waiver of that right. Any waiver must be in writing and signed by the waiving party.

28.5 Assignment

You may not assign or transfer these Terms without Escochex’s prior written consent, and any attempted assignment in violation of this Section is void. Escochex may assign or transfer these Terms, in whole or in part, without consent, to (i) an affiliate, (ii) a successor in interest in connection with a merger, reorganization, or sale, or (iii) a financing party.

28.6 Independent Contractors

The parties are independent contractors. These Terms do 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 11.2), there are no third-party beneficiaries to these Terms.

28.8 Headings and Construction

Section headings are for convenience only. “Including” means “including without limitation.” References to “days” mean calendar days unless otherwise specified. The English-language version of these Terms controls.

29. CONTACT US

If you have questions about these Terms or the Services, please contact us:

Escochex Inc. / Escochex Payroll

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

Phone: (818) 436-4688

Customer Care: customercare@escochex.com

Legal: legal@escochex.com

Privacy: privacy@escochex.com

DMCA: dmca@escochex.com

Accessibility: accessibility@escochex.com

BY ACCESSING OR USING THE SERVICES, YOU AGREE TO BE BOUND BY THESE TERMS.

Log In