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

Effective Date:

Thank you for selecting the Services offered by Escochex Inc. and/or its affiliates (referred to as "Escochex," "we," "our," or "us"). Please review these Terms of Service ("Agreement") thoroughly. This Agreement is a legal contract between you and Escochex. By accepting electronically (e.g., clicking “I Agree”), installing, accessing, or using the Services, you agree to these terms. If you do not agree to this Agreement, you may not use the Services.​​

I. GENERAL TERMS

1. Agreement

This Agreement governs your use of Escochex’s online services, including content, updates, and new releases (collectively referred to as "Services").

  • Escochex’s Privacy Statement: Provided in the Services and available on the website.

  • Additional Terms and Conditions: May include those from third parties.

  • Any terms provided separately: For the Services, including product or program terms, ordering, activation, payment terms, etc.

2. Your Rights to Use the Services

2.1. The Services are protected by copyright, trade secret, and other intellectual property laws. You are only granted the right to use the Services for the purposes described by Escochex. Escochex reserves all other rights in the Services. If you meet any applicable payment obligations and comply with this Agreement, Escochex grants you a personal, limited, non-exclusive, non-transferable right and license to use the Services.

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2.2. You agree not to use, or allow any third party to use, the Services in violation of applicable laws, regulations, or this Agreement. You agree not to:

  • 2.2.1 Provide access to or give any part of the Services to any third party.

  • 2.2.2 Reproduce, modify, copy, deconstruct, sell, trade, or resell the Services.

  • 2.2.3 Make the Services available on any file-sharing or application hosting service.

3. Payment Terms

3.1. For Services offered on a payment or subscription basis, the following terms apply unless Escochex notifies you otherwise in writing. This Agreement also incorporates by reference and includes program ordering and payment terms provided to you on the website for the Services.

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3.2. Payments will be billed to you in U.S. dollars, and your account will be debited when you subscribe and provide your payment information, unless stated otherwise in the program ordering or payment terms on the website.​

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3.3. You must pay with one of the following:

  • 3.3.1 A valid credit card acceptable to Escochex.

  • 3.3.2 A valid debit card acceptable to Escochex.

  • 3.3.3 Sufficient funds in a checking or savings account to cover an electronic debit of the payment due.

  • 3.3.4 Another payment option Escochex provides you in writing.

3.4. If your payment and registration information are not accurate, current, and complete, and you do not promptly notify us of changes, we may suspend or terminate your account and refuse any use of the Services.

3.5.If you do not update your payment method (e.g., credit card expiration date), we may use services provided by your card issuer to automatically update the information. By doing so, you authorize us to continue billing your account with the updated details.

3.6. Escochex will automatically renew your monthly or annual Services at the current rates unless the Services are cancelled or terminated under this Agreement.

3.7. Additional cancellation or renewal terms may be provided to you on the website for the Services.

4. Use with Your Mobile Device

4.1. Use of these Services may be available through a compatible mobile device, Internet access, and may require software. You agree that you are solely responsible for these requirements, including any applicable charges, updates, and fees, as well as the terms of your agreement with your mobile device and telecommunications provider.

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4.2.Escochex makes no warranties or representations of any kind, whether express, statutory, or implied, regarding...

  • 4.2.1 The availability of telecommunication services from your provider and access to the Services at any time or from any location.

  • 4.2.2 Any loss, damage, or security intrusion of the telecommunication services.

  • 4.2.3 Any disclosure of information to third parties or failure to transmit any data, communications, or settings connected with the Services.

5. Personal Information and Privacy

5.1. You can view Escochex’s Privacy Statement provided with the Services and on the website. You agree to the applicable Escochex Privacy Statement and any changes published by Escochex. You agree that Escochex may use and maintain your data according to the Escochex Privacy Statement as part of the Services. You give Escochex permission to combine information
you enter or upload for the Services with that of other users of the Services and/or other Escochex services.

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5.2. California Consumer Privacy Act (CCPA): For the purposes of the CCPA, Escochex is considered a Business and/or Third Party, as applicable. Where Escochex acts as a Third Party, you represent, warrant, and covenant that all Personal Information provided to Escochex is done so in compliance with applicable law.

6. Content

6.1. You are responsible for all materials ("Content") uploaded, posted, or stored through your use of the Services. You must archive your Content frequently, as you are responsible for any lost or unrecoverable Content. Escochex is not responsible for the Content or data you submit through the Services.

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6.2.You agree not to use, or allow any third party to use, the Services to upload, post, distribute, link, publish, reproduce, or transmit any of the following, including but not limited to:

  • 6.2.1 Illegal, fraudulent, defamatory, obscene, pornographic, profane, threatening, abusive, hateful, harassing, offensive, inappropriate, or objectionable information or communications of any kind.

  • 6.2.2 Content that impersonates someone else or falsely represents your identity.

  • 6.2.3 Unsolicited commercial communication or engage in spamming or flooding.

  • 6.2.4 Virus, trojan horse, worm, or other disruptive or harmful software or data.

  • 6.2.5 Any information, software, or Content that is not legally yours and without permission from the copyright owner.

6.3. Community Forums: The Services may include a community forum or other social features to exchange Content and information. Please use respect when interacting with other users.


6.4. Escochex May Use Feedback: You agree that Escochex may use your feedback, suggestions, or ideas in any way, including in future modifications of the Services. You grant Escochex a perpetual, worldwide, fully transferable, sublicensable, non-revocable, fully paid-up, royalty-free license to use your feedback in any way.


6.5. Monitoring Content: Escochex may, but is not obligated to, monitor content on the Services. We may disclose any information necessary to satisfy our legal obligations or protect Escochex or its customers.

7. Additional Terms

7.1. No Professional Advice: Unless specifically included with the Services, Escochex does not provide legal, financial, tax, healthcare, or other professional services or advice. Consult a competent professional for this type of assistance.


7.2. Other Escochex Services: You may be offered other services, products, or promotions by Escochex ("Escochex Services"). Additional terms and conditions and fees may apply.


7.3. Communications: Escochex may be required by law to send you communications about the Services or Third-Party Products. You agree that Escochex may send these communications to you via email or by posting them on our websites.


7.4. Password Management: You are responsible for securely managing your password(s) for the Services and must contact Escochex if you become aware of any unauthorized access to your account.

8. Use of Services on Mobile Devices

8.1. The Services may be available through a compatible mobile device, Internet access, and may require software. You are solely responsible for ensuring that you meet these requirements, including any applicable charges, updates, and fees, as well as compliance with your mobile device and telecommunications provider agreements.

 

8.2. ESCOCHEX MAKES NO WARRANTIES OR REPRESENTATIONS OF ANY KIND, EXPRESS, STATUTORY, OR IMPLIED, REGARDING:

  • 8.2.1 The availability of telecommunication services from your provider and access to the Services at any time or from any location.

  • 8.2.2 Any loss, damage, or security intrusion of telecommunication services.

  • 8.2.3 Any disclosure of information to third parties or failure to transmit any data, communications, or settings connected with the Services.

9. Personal Information

9.1. You can view Escochex’s Privacy Statement provided with the Services and on the website. You agree to the applicable Escochex Privacy Statement and any changes published by Escochex. You agree that Escochex may use and maintain your data according to the Privacy Statement as part of the Services. You give Escochex permission to combine information you enter or upload for the Services with that of other users of the Services and/or other Escochex services. For example, this means that Escochex may use your data to improve services, design promotions, and provide ways to compare business practices with other users using aggregated non-identifiable data.

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9.2. California Consumer Privacy Act (CCPA): For the purposes of the CCPA, Escochex shall be considered a Business and/or Third Party, as applicable. Where Escochex acts as a Third Party, you represent, warrant, and covenant that all Personal Information provided or made available to Escochex complies with applicable law and that you have provided all necessary notices and opt-outs. This enables Escochex to use the Personal Information in connection with its internal operations and functions, such as improving products/services, operational analytics, reporting, internal financial reporting, audit functions, and archival purposes. Sharing of Personal
Information within Escochex or its affiliates does not constitute a “sale” under the CCPA. Capitalized terms in this paragraph have the meanings given under the CCPA.

10. Content and Responsibility

10.1. Your Responsibility: You are responsible for all materials ("Content") uploaded, posted, or stored through your use of the Services. You must archive your Content frequently and are responsible for any lost or unrecoverable Content. You must provide all required and appropriate warnings, information, and disclosures. Escochex is not responsible for the Content or data you submit through the Services.


10.2. Prohibited Uses: You agree not to use, or permit any third party to use, the Services to upload, post, distribute, link to, publish, reproduce, or transmit any of the following, including but not limited to:

10.3. Community Forums: The Services may include a community forum or other social features to exchange Content and information with other users of the Services and the public. Please use respect when interacting with other users and do not reveal information you do not want to make public. Users may post hypertext links to third-party content, for which Escochex is not responsible.


10.4. Use of Feedback: You agree that Escochex may use your feedback, suggestions, or ideas in any way, including future modifications of the Services, other products or services, advertising, or marketing materials. You grant Escochex a perpetual, worldwide, fully transferable, sublicensable, non-revocable, fully paid-up, royalty-free license to use your feedback in any way.


10.5. Monitoring Content: Escochex may, but is not obligated to, monitor content on the Services. We may disclose any information necessary to satisfy our legal obligations, protect Escochex or its customers, or operate the Services properly. Escochex, at its sole discretion, may refuse to post, remove, or refuse to remove any Content, in whole or in part, that is deemed unacceptable, undesirable, inappropriate, or in violation of this Agreement.

  • 10.2.1 Illegal, fraudulent, defamatory, obscene, pornographic, profane, threatening, abusive, hateful, harassing, offensive, inappropriate, or objectionable information or communications of any kind.

  • 10.2.2 Content that impersonates someone else or falsely represents your identity or qualifications.

  • 10.2.3 Unsolicited commercial communication or engagement in spamming or flooding, except as permitted by Escochex in writing.

  • 10.2.4 Virus, trojan horse, worm, or other disruptive or harmful software or data.

  • 10.2.5 Any information, software, or Content not legally yours and without permission from the copyright or intellectual property rights owner.

11. Additional Terms

11.1. Professional Advice: Escochex does not provide legal, financial, accounting, tax, health care, real estate, or other professional services or advice, unless specifically included with the Services. For such assistance, you should consult a competent professional.


11.2. Additional Services: You may be offered other services, products, or promotions by Escochex ("Escochex Services"). Additional terms, conditions, and fees may apply. For some Escochex Services, you may upload or enter data from your accounts (e.g., names, addresses, phone numbers, purchases) to the Internet. You grant Escochex permission to use your business and experience information to provide these Services and to enhance the Services. You also grant Escochex permission to combine your business data with others' data in a non-identifiable manner and to share or publish summary results for research, promotion, or licensing purposes.


11.3. Communications: Escochex may be required by law to send you communications about the Services or Third-Party Products. You agree that Escochex may send these communications to you via email or by posting them on our websites.


11.4. Password Management and Updates: You are responsible for securely managing your password(s) for the Services. Contact Escochex if you become aware of unauthorized access to your account. The Services may be periodically updated with tools, utilities, improvements, third-party applications, or general updates to improve the Services. You agree to receive these updates.

12. Disclaimer of Warranties

12.1. Use at Your Own Risk: Your use of the Services, software, and content is entirely at your own risk. Except as described in this Agreement, the Services are provided "AS IS." To the maximum extent permitted by applicable law, Escochex, its affiliates, and its third-party providers, licensors, distributors, or suppliers (collectively, "Suppliers") disclaim all warranties, express or implied, including any warranty that the Services are fit for a particular purpose, title, merchantability, data loss, non-interference with or non-infringement of any intellectual property rights, or the accuracy, reliability, quality, or content in or linked to the Services.


12.2. No Security Guarantees: Escochex and its Suppliers do not warrant that the Services are secure, free from bugs, viruses, interruption, errors, theft, or destruction. If exclusions for implied warranties do not apply to you, any implied warranties are limited to 60 days from the date of purchase or delivery of the Services, whichever is sooner.


12.3. Compliance Disclaimer: Escochex, its affiliates, and Suppliers disclaim any representations or warranties that your use of the Services will satisfy or ensure compliance with any legal obligations or laws or regulations.

13. Limitation of Liability and Indemnity

13.1. Limitation of Liability:

To the maximum extent permitted by applicable law, the entire liability of Escochex, its affiliates, and Suppliers for all claims relating to this Agreement is limited to the amount you paid for the Services during the 12 months prior to such claim. Subject to applicable law, Escochex, its affiliates, and suppliers are not liable for:

  • 13.1.1 Indirect, special, incidental, punitive, or consequential damages.

  • 13.1.2 Damages relating to failures of telecommunications, the Internet, electronic communications, corruption, security, loss or theft of data, viruses, spyware, loss of business, revenue, profits, or investment, or use of software or hardware that does not meet Escochex system requirements.

These limitations apply even if Escochex and its affiliates and Suppliers have been advised of the possibility of such damages. This Agreement sets forth the entire liability of Escochex, its affiliates, and your exclusive remedy with respect to the Services and its use.


13.2. Indemnity: You agree to indemnify and hold Escochex, its affiliates, and Suppliers harmless from any and all claims, liability, and expenses, including reasonable attorneys' fees and costs, arising from your use of the Services or breach of this Agreement (collectively referred to as "Claims"). Escochex reserves the right, at its own expense, to assume the exclusive defense and control of any Claims. You agree to reasonably cooperate with Escochex in the defense of any Claims.

14. Changes to the Agreement

We reserve the right to change this Agreement at any time. Changes will be effective when posted through the Services, on our website, or when we notify you by other means. We may also change or discontinue the Services, in whole or in part. Your continued use of the Services indicates your agreement to the changes.

15. Termination

Escochex may immediately, at its sole discretion and without notice, terminate this Agreement or suspend the Services if you fail to comply with this Agreement or if you no longer agree to receive electronic communications. Upon termination, you must immediately stop using the Services, and any outstanding payments will become due. Termination of this Agreement shall not affect Escochex’s rights to any payments due. Escochex may terminate a free account at any time. Sections 2.2, and 3 through 15 will survive and remain in effect even if the Agreement is terminated.

16. Export Restrictions

You acknowledge that the Services, including the mobile application and underlying software, may include U.S. technical data subject to restrictions under export control laws and regulations administered by the United States government. You agree to comply with these laws and regulations and will not export or re-export any part of the Services in violation of these laws and regulations, directly or indirectly.

17. Governing Law

This Agreement is governed by California state law, without regard to its conflicts of laws provision.

18. Disputes

Binding Arbitration: Any dispute or claim related to the Services or this Agreement will be resolved through binding arbitration instead of court, except for small claims. In binding arbitration, both parties agree to settle the dispute outside of the courtroom. The Federal Arbitration Act governs the interpretation and enforcement of this provision; the arbitrator shall apply California law to all other matters.


Injunctions and Equitable Relief: Notwithstanding anything to the contrary, any party to the arbitration may at any time seek injunctions or other forms of equitable relief from any court of competent jurisdiction.

Class Action Waiver: WE EACH AGREE THAT ANY AND ALL DISPUTES MUST BE BROUGHT IN THE PARTIES' INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. BY ENTERING INTO THIS AGREEMENT AND AGREEING TO ARBITRATION, YOU AGREE THAT YOU AND ESCOCHEX ARE EACH WAIVING THE RIGHT TO FILE A LAWSUIT AND THE RIGHT TO A TRIAL BY JURY. IN ADDITION, YOU AGREE TO WAIVE THE RIGHT TO PARTICIPATE IN A CLASS ACTION OR LITIGATE ON A CLASS-WIDE BASIS. YOU AGREE THAT YOU HAVE EXPRESSLY AND KNOWINGLY WAIVED THESE RIGHTS.

Initiating Arbitration: To begin an arbitration proceeding, send a letter requesting arbitration and describing your claim to Escochex Inc., in care of our registered agent Corporation Service Company, 2711 Centerville Road, Wilmington, DE 19808. Arbitration will be conducted by the American Arbitration Association (AAA) before a single AAA arbitrator under the AAA’s rules, which are available at www.adr.org or by calling 1-800-778-7879.


Fees and Costs: Payment of all filing, administration, and arbitrator fees and costs will be governed by the AAA's rules. If you are unable to pay any of these fees, Escochex will pay them for you. Additionally, Escochex will reimburse all such fees and costs for claims totaling less than $75,000 unless the arbitrator determines the claims are frivolous. Likewise, Escochex will not seek its attorneys’ fees or costs in arbitration unless the arbitrator determines your claims or defenses are frivolous.

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Arbitration Location and Procedure: You may choose to have the arbitration conducted by telephone, based on written submissions, or in person in the county where you live or at another mutually agreed location. The decision of the arbitrator shall be final and not appealable, and judgment on the arbitration award may be entered in any court having jurisdiction thereof. This Section 14 shall survive expiration, termination, or rescission of this Agreement.

19. General Terms

This Agreement, including the Additional Terms below, constitutes the entire agreement between you and Escochex and replaces all prior understandings, communications, and agreements, oral or written, regarding its subject matter.

  • Severability: If any court of law with jurisdiction rules that any part of this Agreement is invalid, that Section will be removed without affecting the remainder of the Agreement. The remaining terms will be valid and enforceable.

  • Assignment: The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement. You cannot assign or transfer ownership of this Agreement to anyone without written approval from Escochex. However, Escochex may assign or transfer it without your consent to:

  • (a) an affiliate,

  • (b) a company through a sale of assets by Escochex, or

  • (c) a successor by merger.

Any assignment in violation of this Section shall be void. If you want to request a transfer of this Agreement, contact Escochex via email at: transfer_license@escochex.com.

II. ADDITIONAL TERMS AND CONDITIONS FOR THE SERVICES

Your use of the Services provided by Escochex Inc. is subject to the General Terms of Service above, as well as the following Additional Terms and Conditions, which govern your use of the specific Services indicated below. These Additional Terms and Conditions shall prevail over any conflict or inconsistency with the General Terms of Service.

1. ESCOCHEX FULL SERVICE PAYROLL SERVICES AND FOR ACCOUNTING PROFESSIONALS ("SERVICE")

1.1. Use Limitations

If you are using the Escochex Service, the following terms apply in addition to the General Terms of Service above. Capitalized terms not otherwise defined below have the meanings provided in the General Terms of Service.

 

1.2. Cooperation with Kotapay

Escochex Inc., in cooperation with Kotapay, has arranged for you to receive payroll tax services, including related tax filings and preparation of W-2s through the Service.


1.3. Service Limitations

You may use the Service only for paycheck direct deposits and/or state and federal payroll tax payments, related tax filings, and preparation of W-2s. The Service does not include providing Internet access or devices for connecting to the Service, furnishing paychecks, or advising on deductions or direct deposits to your employees. The Service may not cover local tax processing or taxes not deducted as part of payroll. It does not include processing of non-state or federal tax funds withheld from employee paychecks, such as wage garnishments, retirement contributions, or insurance premiums. The Service may not be available to employers with employees in certain states, and there may be restrictions on the number of employees for whom payroll can be processed. Optional special processing requests (“Special Processing”) may be available for an additional charge.

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1.4. Client Payroll Service Agreement for Accounting Professionals

By accepting this Agreement, Accounting Professionals also accept the Client Payroll Service Agreement for each client for whom they enable client login and agree to obtain their clients’ agreement to the Client Payroll Service Agreement. This ensures that Accounting Professionals will perform their rights and obligations under the Client Payroll Service Agreement to support Escochex's rights and obligations under this Agreement. No agreement between you and any of your clients can modify Escochex’s rights and obligations under the Client Payroll Service Agreement.

2. Fees

2.1. Sign-Up Fees

Any applicable sign-up fee for the Service is due when you first contact us to arrange for the Service. We may charge your bank account or credit card at that time.


2.2. Service Fees and Taxes

We will charge the payment method you designated on the website for the posted fees for the Service you select, as well as any sales, use, or other taxes applicable to the Service. Additional fees may apply for exceptions, special processing, setup, and supplemental services, which may include support for tax notices, corrections, amendments, W2C/1099, entity change, third-party sick pay, cancellations, year-end filings, and reactivations. These additional fees will be posted on our website.


2.3. Changes to Fees and Terms

We may change the schedule of fees or the terms of this Agreement from time to time and will post the revised fees and/or Agreement on our website. You will be notified of any changes at least 30 days in advance of the effective date. If a fee increase or change is not acceptable, you may cancel the Service as provided herein before it takes effect. Continuing to use the Service constitutes your agreement to all changes.


2.4. Payment Collection Issues

If we cannot collect fees due to limits on your financial account, insufficient funds, or any other reason, you must pay the amount due immediately upon demand, plus any applicable exceptions processing fees, bank fees, or charges for return items, interest at the lesser of 18% annually or the maximum allowed by law, plus attorney's fees and other costs of collection as allowed by law. We may terminate this Agreement, discontinue the Service (entirely or only with respect to electronic payment options), and pursue any other available remedy. We may also report to credit agencies, financial institutions, tax agencies, and law enforcement authorities and cooperate in any resulting investigation or prosecution.

3. Customer Support

3.1. Support for Accounting Professionals

We provide customer support to help you set up your payroll or your clients’ payroll correctly and run payroll using the Service. We will answer questions about your clients' payrolls, as well as questions about your own payroll. Free live support may be available by telephone or online, according to our standard practices as described on the website.

4. Payroll Accuracy Requirements

4.1. Accurate Information Requirement

The information you provide must be accurate and complete. Otherwise, tax calculations may be incorrect, and the Service may not perform properly. Escochex is not liable for any penalty, interest, or other liability resulting from inaccurate or incomplete information you supply. If Escochex becomes aware of any inaccurate tax agency information, Escochex reserves the right to input the correct information.


4.2. Service Limitations

Escochex will not be liable if the Service cannot be performed completely or accurately due to factors outside our control, such as Internet issues or inaccurate information you provide. If we make a mistake in performing the Service, our responsibility is limited to correcting the Payment or report and paying any tax interest or penalty caused by our mistake. We are not liable for any indirect, special, or consequential damages, even if we are aware of the possibility. If these remedies fail, Escochex’s maximum liability will be equal to the fees you have paid for the Service.

5. Money Movement Services

5.1. Kotapay
Escochex Inc. and its subsidiaries and/or affiliates offer payments functionality as features of the Service (the “Ancillary Payments Services”). If your use of the Ancillary Payments Services involves the transmission of funds in connection with payroll processing, payroll tax payments, or related payment services (collectively, “Money Movement Services”), such Money Movement Services are provided to you by Kotapay (“Kotapay”), a licensed money transmitter. Please note that while the Money Movement Services are provided by KOTAPAY, under certain circumstances KOTAPAY is not required to provide such services under its money transmission licenses. All references in this Agreement to “Escochex,” “we,” “us,” “our,” or similar terms, shall be understood to mean KOTAPAY solely concerning the provision of Money Movement Services.


5.2. General Conditions for Money Movement Services

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5.2.1. Availability of Services

The Money Movement Services are available only in the United States (excluding the U.S. Virgin Islands, Puerto Rico, and other U.S. territories and possessions). To use the Money Movement Services, you must:

  • Be domiciled, reside, or have a principal place of business in the United States.

  • Not engage in any illegal activity or any activity likely to cause notoriety, harm, or damage to the reputation of Escochex, KOTAPAY, or any banks or service providers we use.

  • Not be listed on any third-party or governmental sanctions lists.

  • Comply with the Acceptable Use Policy.

If you are involved in any prohibited activities, business types, or transactions described in our Acceptable Use Policy, you are not eligible (or may become ineligible) to use the Money Movement Services. Additionally, you may not use the Money Movement Services for any funds transfers not part of the Ancillary Payments Services or transfer funds to any person, entity, or jurisdiction outside the United States, where such transactions are prohibited by law.


5.2.2. Policies and Guidelines

From time to time, KOTAPAY may publish additional guidelines, policies, and rules (collectively “KOTAPAY Policies”) regarding the Money Movement Services and will provide appropriate notice to you. Your use of the Money Movement Services must comply with such KOTAPAY Policies, and you agree to provide any information we deem necessary to verify your compliance.


5.2.3. Compliance with Anti-Money Laundering Laws

To comply with applicable federal laws relating to anti-money laundering and terrorism financing, including the USA PATRIOT Act and the Bank Secrecy Act, KOTAPAY may request additional information, such as:

  • A government-issued ID (passport or driver's license).

  • Business license.

  • Taxpayer ID number.

  • Financial or bank statements.

  • Utility bills.

  • Personal or business tax returns.

You authorize KOTAPAY to make any inquiries necessary to verify your identity or to determine your ongoing creditworthiness, financial status, and/or ability to perform the obligations under this Agreement. This may include using third-party databases to obtain information about you, such as your individual and business credit reports. You consent to KOTAPAY updating your account information from time to time based on data provided by you, your bank, other payment service providers, or other sources used to evaluate your current status.

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5.2.4. Processing Limits and Holds

KOTAPAY may establish processing limits and assign a maximum dollar amount for Money Movement Services provided to you during any applicable period. KOTAPAY, at its sole discretion, may place holds on any Payments initiated by you to protect against potential risk or fraud. Reasons for holds may include but are not limited to:

  1. No or limited payments processing history with Escochex.

  2. Past performance or standing of your account, including changes in charge volume.

  3. Businesses offering higher-risk goods or services.

KOTAPAY reserves the right to review and reject any Payment. If a Payment is cleared after review, KOTAPAY will notify you. Otherwise, KOTAPAY will attempt to cancel the Payment and return your funds. KOTAPAY will have no liability for any losses, direct or indirect, resulting from any hold, review, delay, or suspension of a Payment.


5.2.5. Suspension or Termination of Services

KOTAPAY reserves the right, with or without notice, to suspend or terminate the provision of Money Movement Services if:

  1. Fraudulent transactions or other prohibited activities are detected.

  2. Such action is necessary to prevent loss to us.

  3. You violate any part of this Agreement, including the Acceptable Use Policy.

Upon termination, your ability to use the Ancillary Payments Services may be limited. Any remaining funds in your account may be remitted to your state of residence or handled in accordance with unclaimed property laws.


5.3. Provision of Money Movement Services


5.3.1. Functionality and Responsibilities

The Ancillary Payments Services enable you to track, calculate, and initiate payroll and other payments to employees and tax payments to authorities. This section outlines your rights, responsibilities, and obligations concerning the transmission of funds.


5.3.2. Payor and Payee Designation

For the Money Movement Services, As the “Payor,” you are responsible for initiating payments, while the person or entity receiving the payment (e.g., vendor, taxing authority, or employee) is the “Payee.” When you initiate a valid Payment request, KOTAPAY receives funds from you and transmits them to the Payee per your instructions.

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5.3.3. Bank Account Requirements

To use the Money Movement Services and initiate a Payment, your bank account must be a demand deposit account with an eligible financial institution capable of enabling Automated Clearing House (“ACH”) transactions. You can change your account information following the Service settings. KOTAPAY reserves the right to use wire drawdown requests or other funding methods to fund your Payments under certain circumstances.


5.3.4. Payment Transactions

You may request that KOTAPAY initiate a Payment to a Payee online. After submitting your Payment Transaction, KOTAPAY will confirm receipt of the Payment request. A confirmation does not guarantee the Payment Transaction is error-free, and if errors are detected, KOTAPAY may be unable to complete the transaction. Payment Transactions occurring after certain processing deadlines may be processed the next business day.

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5.3.5. ACH Transactions

KOTAPAY generally processes Payment Transactions using the ACH network, governed by the National Automated Clearing House Association (“NACHA”) rules. By initiating a Payment, you authorize KOTAPAY to initiate credit and debit entries to your account and send Payments to the designated Payee. You also authorize the financial institution holding your account to process these transactions. This authorization remains in effect until KOTAPAY receives written notification of its termination, allowing sufficient time to act. For Payees receiving disbursements via ACH, you agree to obtain the Payee’s consent in a compliant manner.


5.3.6. Refusal of Payment Transactions

KOTAPAY may refuse to process your Payment Transaction if:

  • Your account balance is insufficient.

  • KOTAPAY deems any other reason reasonable.

If any amount debited against you is dishonored or returned for any reason (e.g., non-sufficient funds, account closure), KOTAPAY may:

  1. Reverse corresponding credits issued to KOTAPAY, you, your Payees, or any other party.

  2. Refuse to perform further services.

  3. Apply any money held by KOTAPAY to any amount owed by you.

  4. Charge a one-time insufficient funds penalty fee.

  5. Report this information to credit agencies and financial institutions.

5.4. Login Information for Tax Agencies
In some cases, we may need your username and password to access the websites of federal and state tax agencies to file payroll taxes on your behalf. By enrolling in the Service, you agree to provide Escochex with this login information.


6. Bank Verification


6.1. Account Verification Process
As a condition of using the Service and before Escochex Inc. processes your first payment transaction, Escochex will verify the account information you provide. The verification process may include sending you texts, voice calls, or automated voice calls. By providing your mobile phone number, you agree that we may send text or voice messages, including autodialed or pre-recorded calls, to that number.


6.2. Verification Steps
Escochex Inc. may perform the following actions as part of the verification process:

  • 6.2.1. Micro-Deposits: Verify your account information by debiting between $0.01 and $0.99 from your account and then crediting the same amount back. You will be required to verify the exact amount debited and/or credited to your account.

  • 6.2.2. Login Credentials: Verify your account by using your login credentials to your bank or financial institution. We may also ask you questions related to your bank balance and/or recent credit/debit transactions. You agree to input your login credentials through an online portal provided by Escochex as part of this verification process.

6.3. Limited Power of Attorney
You hereby grant Escochex Inc. a limited power of attorney to initiate the actions described in this section as part of the bank account verification process.


6.4. Verification Failure
If you fail to successfully verify the micro-deposits and/or credits, or if you do not log in to your bank or financial institution within the specified time, Escochex will not be able to process your payment transactions.


6.5. Use of Verification Process
Escochex will only use this verification process to screen for fraud and will not otherwise debit your account, except for your use of the Service.


7. Funding


7.1. Sufficient Funds Requirement
You are responsible for ensuring that, no later than 8:00 a.m. Pacific Time on the second banking day before a scheduled payment date, sufficient funds are available in your account to cover your payments. If funds are not available, additional charges may apply, or your payroll may not be processed. Debits will be made from your account one banking day before the check date. No interest or earnings will accrue to you by your financial institution after this debit.


7.2. Direct Deposit Authorization
If you or your clients request direct deposit ("Direct Deposit") of employees' or contractors' paychecks, you represent and warrant that:

  • (a) Each person or entity to whom you send payments has authorized the payments and any necessary adjustments to their account.

  • (b) At the time of payment, you have no actual knowledge that the authorization has been revoked or terminated.

  • (c) Your payments comply with applicable laws.

In case of a reversing entry for a paycheck direct deposit, you must notify the affected person before sending the entry. You are responsible for maintaining employee authorizations and all applicable records. The Service does not include providing direct deposit advice to your or your clients’ employees.


8. Customer Agent of Third Party


8.1. Authorization as Agent
If you are using the Service as the agent of your client, you warrant that you have obtained all necessary authorizations from your client to act on their behalf in authorizing and using the Service. You accept all liability arising from using the Service as your client’s agent.


9. Monitoring of Calls


9.1. Quality Assurance
For quality assurance purposes, Escochex Inc. may monitor or record telephone calls you make to us in connection with the Service.


10. W-2 Transfer Option


10.1. W-2 Data Transfer to Drake Tax
When you sign up for the Services, you may have the option to send W-2 information to Drake Tax software or services for the benefit of your employees or your clients' employees, as long as you are an active subscriber. This means that W-2 data will be transmitted via an encrypted, secure connection to Drake Tax servers for automatic download if your employees elect to use the tax filing software or services and choose to import their W-2 data automatically.


You have the option to turn off this functionality within the product. If you disable this functionality, your employees will not be able to download their W-2 data electronically into Drake Tax software or services.

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11. Setup Services


11.1. Providing Setup Information
To begin using the payroll services promptly, you agree to provide Escochex Inc. with all necessary information (collectively "Setup Information") to establish payroll services as outlined in the Agreement. You will provide Escochex with Setup Information through one or more of the following methods:

  • 11.1.1. Submission of Information: Provide Escochex, via email, fax, or other electronic means, with accurate and complete business information (including payroll, tax, and employee data) and any other setup information required to facilitate the Setup Services.
     

  • 11.1.2. Authorization as a User: Designate Escochex as an authorized user of your existing payroll service and provide credentials unique to Escochex with limited access rights necessary to complete the Setup Services.
     

  • 11.1.3. Online Portal Access: You may be asked to use a web-based portal to enter your username, password, and other login details for your existing online payroll service. This information is encrypted and transmitted securely. Escochex may use this data to automate the retrieval of Setup Information. If credentials are stored, they will be maintained and encrypted on Escochex's secure servers.
     

  • 11.1.4. Coordination with Payroll Providers: Participate in calls with your existing payroll service provider and an Escochex representative to obtain necessary Setup Information.
     

  • 11.1.5. Financial Management Software Access: Provide uninterrupted access to your financial management software data files, either via upload to Escochex's FTP site as instructed or through remote desktop access.
     

  • 11.1.6. Communication and Review: Respond to Escochex communications, requests for information, and review the information provided or prepared by Escochex promptly, informing Escochex of any discrepancies during the Setup Service process.

11.2. Grant of Access Rights
You represent that you are the legal owner of your Setup Information and have the authority to appoint Escochex as your agent, granting a limited power of attorney to access and retrieve your Setup Information on your behalf. You grant Escochex and its representatives the right to use the Setup Information in accordance with this Agreement. You are responsible for ensuring that these rights comply with your agreements with third parties.


11.3. Taxpayer ID Numbers
You acknowledge that Escochex will not be able to complete the Setup Services for all tax jurisdictions until you have obtained your agency account ID(s) in connection with enrollment with the appropriate payroll taxing authorities. Escochex will assist you in applying for these ID(s), but turnaround times vary and are not within Escochex's control. The process may take approximately ten (10) business days or longer, depending on the jurisdiction.


11.4. Verification of Information
Upon completion of the Setup Services, Escochex will notify you. It is your responsibility to verify the accuracy of all the information and confirm that it is acceptable before commencing payroll services with Escochex.


11.5. Commencement of Setup Services
After verifying and confirming your information, Escochex will assist you in commencing payroll services. At this point, the Setup Services will be considered complete.

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11.6. No Legal or Financial Advice
Escochex is not providing legal, financial, or investment advice through the Setup Services. You should consult your own legal, financial, or investment advisors as needed. Escochex acts solely as an agent for accessing Setup Information and not as a fiduciary.


11.7. Right to Refuse Services
Escochex reserves the right to refuse to provide the Setup Service and will refund any fees paid if it declines to provide the service.


12. Mobile Device Option


12.1. Mobile Access
Mobile access requires an active subscription to the Service and may not be available for all devices or telecommunications providers. Check the Services website to ensure compatibility. Escochex is not obligated to provide a compatible version of the Services for all devices or providers, and changes may occur with reasonable notice. Your access via a mobile device is subject to:

  • (i) Telecommunications provider rates and fees, which are your responsibility.

  • (ii) The terms of your agreement with your mobile device and telecommunications provider.

12.2. Warranty Disclaimer
In addition to the disclaimers set forth in the Agreement, Escochex makes no warranties or representations regarding:

  • 12.2.1. The operation, functionality, or availability of telecommunications services from your provider.

  • 12.2.2. Any loss, destruction, damage, corruption, attack, viruses, interference, hacking, or security intrusion.

  • 12.2.3. Any disclosure of information, timeliness, deletion, misdelivery, or failure to transmit data related to your use of the Service.

12.3. Apple Requirements

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If you downloaded the Services from the Apple iTunes App Store, the following terms apply:

  • 12.3.1. Acknowledgement: This Agreement is between you and Escochex Inc., not Apple. Escochex is solely responsible for the Services and content.

  • 12.3.2. Scope of License: You are granted a limited, non-transferable license to use the Services on an iPhone OS Product that you own or control, as permitted by the Apple iTunes App Store Terms of Service.

  • 12.3.3. Maintenance and Support: Escochex, not Apple, is responsible for maintenance and support. Apple has no obligation to provide maintenance or support for the Services.

  • 12.3.4. Warranty: Escochex is solely responsible for any warranties. If the Services fail to conform to any warranty, you may notify Apple for a refund of the purchase price. Apple has no other warranty obligation.

  • 12.3.5. Product Claims: Escochex is responsible for addressing claims related to the Services, including product liability, legal compliance, and consumer protection claims.

  • 12.3.6. Intellectual Property Rights: Escochex will handle any claims of intellectual property infringement.

  • 12.3.7. Legal Compliance: You warrant that you are not located in a country subject to a U.S. Government embargo or designated as a terrorist-supporting country, and are not on any U.S. Government list of prohibited or restricted parties.

  • 12.3.8. Developer Contact Info: For questions or claims, contact Escochex Inc., 2632 Marine Way, Mountain View, CA 94043.

  • 12.3.9. Third Party Terms of Agreement: Comply with applicable third-party terms when using the Services.

  • 12.3.10. Third Party Beneficiary: Apple and its subsidiaries are third-party beneficiaries of this Agreement and may enforce it against you.

13. Online Data Transfer


13.1. Data Transfer Option
You may choose to transfer your data files from the Service to facilitate data integration between the Service and supported ancillary services (the “Ancillary Services”). Separate fees may apply. To use the Online Data Transfer option, you must:

  • (i) Have registered select versions of the Service.

  • (ii) Have Internet access.

  • (iii) Be an active subscriber to the Ancillary Services.

If you opt for Online Data Transfer, a copy of your company data files will be transferred to Escochex's servers (“Transferred Files”). You grant Escochex the right and license to:

  1. Host and maintain the Transferred Files.

  2. Use the Transferred Files to provide the Ancillary Services to you.

  3. Reformat and manipulate the Transferred Files as necessary for integration.

Your original data files will remain in the Service. If you discontinue an Ancillary Service, you will no longer be able to use the Online Data Transfer feature with that service.

13.2. Third-Party Ancillary Services
If you authorize Online Data Transfer for a third-party Ancillary Service, you authorize Escochex to provide the Transferred Files to the third-party provider. Escochex is not responsible for any third-party actions or inactions affecting your use of the Online Data Transfer feature.


14. Termination of Agreement


14.1. Termination by You
You may terminate this Agreement by giving notice according to the current termination policies set forth on the website or otherwise provided by Escochex.


14.2. Termination by Escochex

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Escochex may terminate this Agreement and discontinue the Service if:

  • 14.2.1. There is a non-sufficient funds return against any tax or direct deposit debit from your bank.

  • 14.2.2. You have ceased trading, become insolvent, entered bankruptcy, or cannot pay your debts.

  • 14.2.3. Regulatory changes limit our ability to provide the Service.

  • 14.2.4. You violate the terms of any agreement with Escochex.

Upon termination, you must immediately stop using the Service, and any outstanding fees will become due. Termination will not affect Escochex's rights to any fees due.


15. Modification of Services or Agreement


15.1. Changes to Terms
From time to time, Escochex may change these terms, including fees and processing requirements. Current terms, fees, and requirements will be provided upon request. You will be notified of any changes as required by law. Continued use of the Service after notification indicates your agreement to the changes.


16. Acceptance of Terms
By accepting these terms or continuing to use the Service, you agree to operate the Service as described in this Agreement. This Agreement will be governed by California law, excluding choice or conflict of law rules, and will remain in effect until terminated.

CONTACT DETAILS

Please contact us if you have any questions or concerns. Our contact details are as follows:

(818) 436-4688
customercare@escochex.com
21900 Burbank Blvd Ste 300 Woodland Hills, CA 91367

You can also contact us through the feedback form available on our Site.

Click here to read about our Privacy Policy.

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