Terms of Service

These Terms of Service set forth the terms under which DUPAY ("Company") shall provide services and technology to clients who purchase a coverage product from DUPAY (the "Client")

  1. 1. Services
    1. 1.1 Company will provide commercial accounts receivable services and technology ("Services") to Client
    2. 1.2 Clients can engage Company and initiate Services by purchasing a coverage product via DUPAY's website and Stripe
      1. 1.2.1 Client will indicate agreement and acceptance of these Terms of Service in the Stripe checkout process, or by using free tools offered by Company
    3. 1.3 DUPAY Unlimited: for clients who purchase the DUPAY Unlimited coverage product, Company, and its agents and representatives, will provide Services, while coverage is active, for an unlimited number of invoices, owed by one or more non-paying parties, which are past the due date for payment
      1. 1.3.1 Invoice Collection: For each unpaid invoice covered by DUPAY Unlimited ("Unpaid Invoice"), while coverage is active Company will provide:
        1. 1.3.1.1 Active Collection: for 45 days following submission of the Unpaid Invoice, Company will pursue Active Collection, which will include some or all of the following services:
          1. 1.3.1.1.1 Reviewing Client's correspondence and confirming details of the Unpaid Invoice
          2. 1.3.1.1.2 Drafting demand letters for Client approval
          3. 1.3.1.1.3 Contacting Counterparty via email, phone, social media post, direct message, US Postal Service, or any other method deemed appropriate by Company
          4. 1.3.1.1.4 Using advanced research and tracing tactics to locate and contact Counterparty, including social profiles, corporate records, background checks, and government databases
          5. 1.3.1.1.5 Requesting payment on behalf of Client
          6. 1.3.1.1.6 Providing payment instructions to Counterparty to facilitate payment (per Client instructions)
          7. 1.3.1.1.7 Negotiating a settlement with Counterparty (in accordance with instructions provided by Client)
          8. 1.3.1.1.8 Working with Client to gather and provide any documentation required by Counterparty for payment
          9. 1.3.1.1.9 Referring Contract Agreement for mediation between Client and Counterparty
          10. 1.3.1.1.10 Referring Contract Agreement to a third-party lawyer for legal action in a court of appropriate jurisdiction
          11. 1.3.1.1.11 Company has full discretion to determine which services listed above will be utilized for a given Unpaid Invoice, and does not guarantee any or all will be used in a given situation
        2. 1.3.1.2 Monitoring: after 45 days of Active Collection, the Unpaid Invoice will be put in Monitoring status, during which Company will:
          1. 1.3.1.2.1 Continue to contact the Counterparty (using the contact information on file) about the Unpaid Invoice on a biweekly basis
          2. 1.3.1.2.2 Monitor Counterparty websites and social handles for new information related to the Counterparty that might enable collection of the Unpaid Invoice
      2. 1.3.2 Creator Tools: As part of DUPAY Unlimited, Client has access to the following tools and features while coverage is active:
        1. 1.3.2.1 Protected by DUPAY Stamp
          1. 1.3.2.1.1 In the onboarding email, Client will receive a digital file of a stamp with a unique coverage code
          2. 1.3.2.1.2 Client may include the digital image of the stamp on any invoices they issue while coverage is active
          3. 1.3.2.1.3 The unique coverage code can be looked up via a public facing database to validate coverage
          4. 1.3.2.1.4 Client's name as recorded in DUPAY's system during sign up will be displayed in the database when an active coverage code is entered; Client gives permission to disclose this name as part of the coverage validation process
        2. 1.3.2.2 Invoice Generator
          1. 1.3.2.2.1 While DUPAY Unlimited coverage is active, Client has access to Invoice Generator to create professional invoices
          2. 1.3.2.2.2 Invoices are created based on information provided by Client in the electronic form accessible via Client's Account Dashboard; Company is not responsible for errors or misprints in invoices generated using the tool
          3. 1.3.2.2.3 Invoices will be printed with the Client's "Protected by DUPAY" stamp with unique coverage code
          4. 1.3.2.2.4 All invoices are tracked on Client's Account Dashboard, accessible via DUPAY's website, where Client can view invoices and mark them as paid or unpaid
          5. 1.3.2.2.5 For tracking integrity, invoices cannot be edited once created; Client must create a new invoice if corrections are needed
          6. 1.3.2.2.6 For security, invoices will only be emailed to Client upon creation, and cannot be sent to any third-party by DUPAY (except as needed to provide Invoice Collection service)
        3. 1.3.2.3 Contract Check Report
          1. 1.3.2.3.1 DUPAY Contract Check Report generates a report for contracts uploaded by Client to help Client better understand and negotiate the terms
          2. 1.3.2.3.2 DUPAY Contract Check Report does not provide legal advice and is not a substitute for a lawyer
          3. 1.3.2.3.3 The Contract Check Report tool generates an analysis of the contract's terms, not legal analysis, and can make mistakes; Client should review all contract terms independently and thoroughly
          4. 1.3.2.3.4 While DUPAY Unlimited coverage is active, Client has unlimited access to generate Contract Check Reports
        4. 1.3.2.4 Grade My Invoice (free tool)
          1. 1.3.2.4.1 Grade My Invoice is an informational tool to help creators evaluate the factors that make it more or less likely that they will be able to collect an unpaid invoice
          2. 1.3.2.4.2 The grading is based on Company's historical analysis of similar invoices, but is not guaranteed for accuracy and does not guarantee any invoice will be successfully collected by Company
          3. 1.3.2.4.3 Analysis and recommendations provided by Grade My Invoice are for general informational purposes only and may not apply to Client's specific situation
          4. 1.3.2.4.4 Company may update or modify the grading criteria and analysis methods at any time without notice
        5. 1.3.2.5 Free Invoice Generator (free tool)
          1. 1.3.2.5.1 Company offers a free version of the Invoice Generator tool that is available to users without a DUPAY Unlimited subscription
          2. 1.3.2.5.2 The Free Invoice Generator does not include invoice tracking, Account Dashboard functionality, or Protected by DUPAY stamp
          3. 1.3.2.5.3 The Free Invoice Generator creates invoices based on information provided by user in the electronic form; Company is not responsible for errors or misprints in invoices generated using the tool
          4. 1.3.2.5.4 For security, invoices will only be emailed to user upon creation and cannot be sent to any third-party by Company
          5. 1.3.2.5.5 Company may modify or discontinue the Free Invoice Generator at any time without notice
        6. 1.3.2.6 Service Availability
          1. 1.3.2.6.1 Client acknowledges that access to the Account Dashboard and Creator Tools may be unavailable from time to time for maintenance, technical issues, or reasons beyond Company's control
          2. 1.3.2.6.2 Company is not liable for any damages or losses resulting from such unavailability
          3. 1.3.2.6.3 Company will make reasonable efforts to minimize disruption to services but makes no guarantees about uptime or availability
      3. 1.3.3 DUPAY Unlimited is billed on a recurring monthly basis through Stripe
        1. 1.3.3.1 Clients can cancel DUPAY Unlimited for future months through the Account Dashboard (dupay.me/magiclink) or Stripe self-service portal (https://billing.stripe.com/p/login/6oEeWA3OI1kvgKcfYY)
        2. 1.3.3.2 DUPAY Unlimited must be canceled 1 business day prior to the billing date to avoid charges for the next billing cycle
      4. 1.3.4 For the avoidance of doubt, if Client cancels DUPAY Unlimited coverage (via Stripe self-service), Services will stop for all Unpaid Invoices submitted by Client, even if the Active Collection stage is not complete
      5. 1.3.5 DUPAY Unlimited is available to individual creators, freelancers, and small businesses (< 10 employees). Company reserves the right to limit or cancel Invoice Collection Services for Clients that submit an excessive number of invoices for Invoice Collection in a given month (in Company's sole discretion) to ensure service quality for all Clients
    4. 1.4 Company reserves the right to terminate Services to a Client who makes unreasonable demands on Company or acts in bad faith using Company's Services
      1. 1.4.1 If Service Package is terminated by Company under 1.4, termination will be effective immediately. Company will notify Client of termination and transfer ownership of all correspondence to Client (as well as forward any correspondence received after termination date for up to 30 days)
      2. 1.4.2 No refund will be provided if Services are terminated under this section
    5. 1.5 Legal Services Disclaimer
      1. 1.5.1 This Agreement does not provide for the provision of legal services by Company. Company is not a law firm and does not provide legal advice or legal representation. No attorney-client relationship is created through Client's use of any Company Services or tools, including but not limited to Invoice Collection and the Contract Check Report. Company will NOT file legal actions in any form on behalf of client, and such services are NOT included in DUPAY Unlimited.
      2. 1.5.2 Where Client desires to pursue legal action, Company may assist with referring Client to a third-party lawyer. lient will enter into a separate agreement for the provision of legal services directly with that lawyer. Company is not responsible for any acts or omissions of referred lawyers.
      3. 1.5.3 Any analysis, review, or guidance provided by Company's tools or Services is for informational purposes only and should not be relied upon as legal advice.
  2. 2. Business debt only
    1. 2.1 Company will only work on Contract Agreements related to Client's transactions with businesses
    2. 2.2 Company will not provide any Services for an invoice or agreement where the Counterparty is a consumer not acting in a business capacity
    3. 2.3 Company has the sole right to determine whether an Unpaid Invoice involves, or could be deemed, a consumer debt
    4. 2.4 Company will immediately terminate any Services it determines involve a consumer debt
  3. 3. No Guarantees
    1. 3.1 Company makes no representations or warranties about the likelihood of success in collecting Unpaid Invoices owed to Client. Company provides Services on a "best efforts" basis, and in no event shall the Company be liable in any respect for the ability or inability to collect any money owed to Client. It is expressly understood and agreed that Company is not the guarantor of any specific result whatsoever with respect to collecting unpaid amounts owed to Client. Client understands that Company does not issue refunds for Services, including when an Unpaid Invoice is deemed non-collectible by Company.
  4. 4. Use of Client Information
    1. 4.1 Client and Company agree that any oral or written information provided by Client to Company in connection with the Services may be shared with Company's employees, contractors, and vendors as required to provide the Services. Company is permitted to upload oral or written information provided by Client into any technology platforms required to provide the Services.
    2. 4.2 By using any of Company's Services or tools, whether paid or free, Client agrees to receive marketing and promotional communications from Company via email. Client may opt out of marketing communications by sending an email request to info@dupay.me.
  5. 5. Indemnification
    1. 5.1 Client shall defend, indemnify and hold harmless Company and its officers, directors, agents, employees, contractors, and representatives from and against any and all demands, claims, counterclaims or suits brought by Counterparty, damages, losses, taxes, suits, judgments, liabilities, and expenses of whatever nature, including, but not limited to court costs and reasonable attorney's fees, arising in any way out of or resulting from:
      1. 5.1.1 Client's actions towards and communications with Counterparty
      2. 5.1.2 Inaccurate or misleading information provided by Client to Company in providing Services
      3. 5.1.3 Client mischaracterizing business debt as consumer debt, or otherwise misleading Company about the Unpaid Invoice
      4. 5.1.4 The incurring of the unpaid amount and / or any component thereof due to acts and / or omissions by Client
      5. 5.1.5 Any other acts or omissions of Client, or others engaged or authorized by Client in connection with the unpaid amounts owed
    2. 5.2 Client shall give notice in writing as soon as practicable to Company of the commencement or threatened commencement of any claim against Company which indemnification will or could be sought under this Agreement.
  6. 6. Limitation of Liability
    1. 6.1 COMPANY WILL NOT BE LIABLE FOR ANY LOSS OF USE, INTERRUPTION OF BUSINESS, LOST PROFITS, LEGAL MALPRACTICE, OR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND REGARDLESS OF THE FORM OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT PRODUCT LIABILITY, OR OTHERWISE, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL COMPANY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT EXCEED THE FEES PAID TO COMPANY HEREUNDER.
  7. 7. Compliance
    1. 7.1 Each party shall perform all of its obligations under this Agreement in compliance at all times with all foreign, federal, state and local statutes, orders and regulations, including those relating to privacy and data protection.
  8. 8. Choice of Law
    1. 8.1 This Agreement and all matters or issues collateral thereto shall be governed by the laws of the State of California applicable to contracts made and performed within the State of California without regard to its conflicts of law rules. Each of the parties consent to the exclusive jurisdiction of the state and federal courts situated in the County of Los Angeles, State of California.
  9. 9. Remedies
    1. 9.1 Company reserves all remedies available at law or equity for any disputes that arise under this Agreement. In the event of a suit or proceeding under this Agreement, Client agrees to pay all attorneys' fees if the federal or state court renders judgment substantially in Company's favor.
  10. 10. General
    1. 10.1 Neither party may assign this Agreement without the prior written consent of the other party and any attempt to do so will be void. Any notice or consent under this Agreement will be in writing to the email address specified below. If any provision of this Agreement is adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect. Any waivers or amendments shall be effective only if made in writing signed by a representative of the respective parties. Both parties agree that this Agreement is the complete and exclusive statement of the mutual understanding of the parties, and supersedes and cancels all previous written and oral agreements and communications relating to the subject matter of this Agreement.
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