Terms of Service — DUPAY (Draft v3)

Terms of Service

Last Updated: March 31, 2026

These Terms of Service set forth the terms under which DUPAY ("Company") shall provide services and technology to clients who purchase a subscription or use free tools offered by 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 engage Company by purchasing a subscription plan via DUPAY's website and Stripe, or by using free tools offered by Company.
      1. 1.2.1 Client indicates agreement and acceptance of these Terms of Service in the Stripe checkout process, or by using free tools offered by Company.
      2. 1.2.2 Company may update these Terms from time to time. Continued use of the Services after such updates constitutes acceptance of the revised Terms.
    3. 1.3 Contact: Clients may contact Company with questions or notices regarding these Terms or the Services via the contact form at dupayme.com/contact-us.
  2. 2. Subscription Plans
    1. 2.1 Company offers paid subscription plans that provide access to Creator Tools and, on eligible plans, Protection Features and the Reimbursement Benefit as described in these Terms. Plan availability, features, and pricing may change from time to time at Company's discretion with notice to active subscribers.
    2. 2.2 Available Plans:
      1. (a) Tools Plan (for individual creators and freelancers): Provides access to Creator Tools (Section 3). Does not include Protection Features (Section 4), Invoice Collection Services (Section 4.3), or the Reimbursement Benefit (Section 5).
      2. (b) Tools + Protection Plan (for individual creators and freelancers): Provides access to Creator Tools (Section 3), Protection Features (Section 4), Invoice Collection Services (Section 4.3), and the Reimbursement Benefit (Section 5).
      3. (c) Business Plan (for businesses): Provides access to Creator Tools (Section 3), Protection Features (Section 4), and Invoice Collection Services (Section 4.3) for multiple authorized users within a single business account, as further described in Section 6. Does not include the Reimbursement Benefit (Section 5).
      4. (d) Legacy Plan (for individual creators and freelancers): Grandfathered subscription providing access to Creator Tools (Section 3), Protection Features (Section 4), and Invoice Collection Services (Section 4.3). Does not include the Reimbursement Benefit (Section 5). Legacy Plan terms and pricing are maintained at Company's discretion and are subject to change with advance notice.
    3. 2.3 Free Trial: New subscribers to the Tools Plan may be eligible for a free trial period as offered by Company from time to time.
      1. 2.3.1 Where a free trial is offered, Client will have access to the full features of the Tools Plan during the trial period. The free trial is available for the Tools Plan only and does not include Protection Features, Invoice Collection Services, or the Reimbursement Benefit.
      2. 2.3.2 At the end of the trial period, Client's subscription will automatically convert to a paid Tools Plan subscription and Client will be billed for the first paid billing period, unless Client cancels before the trial period ends.
      3. 2.3.3 If Client upgrades to a Tools + Protection Plan or any other paid plan during the free trial period, Client will be charged immediately upon upgrading and the free trial will end.
      4. 2.3.4 These Terms of Service apply in full during the free trial period, including all provisions related to Services used during the trial.
      5. 2.3.5 Company reserves the right to offer, modify, or discontinue free trials at any time. Free trials are limited to one per customer and may not be combined with other offers.
    4. 2.4 Billing and Cancellation:
      1. 2.4.1 Subscription plans are billed on a recurring monthly or annual basis through Stripe, as selected by Client at the time of purchase.
      2. 2.4.2 Clients can cancel their subscription for future billing periods through the Account Dashboard or Stripe self-service portal (https://billing.stripe.com/p/login/6oEeWA3OI1kvgKcfYY).
      3. 2.4.3 Subscriptions must be canceled at least 1 business day prior to the billing date to avoid charges for the next billing cycle.
      4. 2.4.4 Clients may upgrade or downgrade their subscription plan through the Account Dashboard. Plan changes take effect as described in the Account Dashboard at the time of the change. Company does not issue partial refunds for mid-cycle downgrades.
      5. 2.4.5 Client understands that Company does not issue refunds for Services, including when an Unpaid Invoice is deemed non-collectible by Company (see Section 10).
  3. 3. Creator Tools
    1. 3.1 All paid subscription plans include access to the following Creator Tools while the subscription is active.
    2. 3.2 Contract Creator
      1. (a) While a paid subscription is active, Client has access to Contract Creator to create professional service agreements.
      2. (b) Contracts 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 contracts generated using the tool.
      3. (c) The Contract Creator generates a Statement of Work paired with Terms and Conditions selected by Client; Contract Creator does not provide legal advice and is not a substitute for a licensed attorney.
      4. (d) Client is responsible for providing accurate and complete information on the Statement of Work to create a valid contract; while Contract Creator performs basic validation, Client is responsible for completeness and accuracy of all information.
      5. (e) For security and audit purposes, the Statement of Work cannot be modified once approved and generated; if edits are required, Client must generate a new contract.
      6. (f) Terms and Conditions provided by Company should be reviewed by Client prior to use to ensure appropriateness for their circumstances; Company makes no warranty regarding enforceability of any provided Terms and Conditions.
      7. (g) For high-value or complex projects, Client should consult a licensed attorney for contract review; Client is responsible for sending contract outputs to counterparties for execution.
      8. (h) Counterparty Countersignature: After Client signs a generated contract, Client may request a countersignature link to share with the counterparty for electronic countersignature.
        1. (i) Client will receive a secure countersignature link to deliver to the counterparty. Upon accessing the link, the counterparty may review and sign the contract electronically; their signature constitutes consent to the use of electronic signatures and agreement to the contract terms.
        2. (ii) Upon completion of countersignature, both Client and counterparty will receive a copy of the fully executed contract.
        3. (iii) Company is not responsible for a counterparty's failure to receive, review, or sign the contract. Client is responsible for following up with counterparties independently.
        4. (iv) Client represents that they have the right to initiate a countersignature request to the intended counterparty, and that the contract submitted for countersignature is accurate and complete.
        5. (v) Alternatively, if a contract is signed offline, Client may upload the countersigned version to their Account Dashboard for record-keeping purposes.
      9. (i) Company's e-signature technology is intended to fulfill common e-signature requirements, but Client may use alternative signature methods; Client is responsible for selecting appropriate signature methods for their jurisdiction.
      10. (j) Company may discontinue Contract Creator at any time and is not required to retain contracts for any specific duration.
    3. 3.3 Contract Check Report
      1. (a) While a paid subscription is active, Client has unlimited access to generate Contract Check Reports.
      2. (b) DUPAY Contract Check Report generates a report for contracts uploaded by Client to help Client better understand and negotiate the terms.
      3. (c) DUPAY Contract Check Report does not provide legal advice and is not a substitute for a lawyer.
      4. (d) 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. 3.4 Invoice Generator
      1. (a) While a paid subscription is active, Client has access to Invoice Generator to create professional invoices.
      2. (b) 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. (c) All invoices are tracked on Client's Account Dashboard, where Client can view invoices and mark them as paid or unpaid.
      4. (d) For tracking integrity, invoices cannot be edited once created; Client must create a new invoice if corrections are needed.
      5. (e) 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 Services).
  4. 4. Protection Features
    1. 4.1 Protection Features are available to clients on the Tools + Protection Plan, Business Plan, and Legacy Plan ("Protection Plans") while the subscription is active.
    2. 4.2 Protected by DUPAY Stamp
      1. (a) Upon activation of a Protection Plan, Client will receive a unique coverage code associated with their account.
      2. (b) Client may access the Protected by DUPAY stamp as a downloadable image through their Account Dashboard. The stamp is also automatically applied to invoices and contracts generated through DUPAY's tools while the Protection Plan is active. Client may include the stamp on any documents they issue while coverage is active.
      3. (c) The unique coverage code can be looked up via a public-facing database to validate coverage.
      4. (d) 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.
    3. 4.3 Invoice Collection Services: For each unpaid invoice submitted by Client for collection ("Unpaid Invoice") while a Protection Plan subscription is active, Company will provide the following services.
      1. (a) Active Collection: for up to 45 days following submission of the Unpaid Invoice, Company will pursue Active Collection, which will include some or all of the following services. Company has full discretion to determine which services will be utilized for a given Unpaid Invoice, and does not guarantee any or all will be used in a given situation.
        1. (i) Reviewing Client's correspondence and confirming details of the Unpaid Invoice
        2. (ii) Drafting demand letters for Client approval
        3. (iii) Contacting Counterparty via email, phone, social media post, direct message, US Postal Service, or any other method deemed appropriate by Company
        4. (iv) Using advanced research and tracing tactics to locate and contact Counterparty, including social profiles, corporate records, background checks, and government databases
        5. (v) Requesting payment on behalf of Client
        6. (vi) Providing payment instructions to Counterparty to facilitate payment (per Client instructions)
        7. (vii) Negotiating a settlement with Counterparty (in accordance with instructions provided by Client)
        8. (viii) Working with Client to gather and provide any documentation required by Counterparty for payment
        9. (ix) Referring Contract Agreement for mediation between Client and Counterparty
        10. (x) Referring Contract Agreement to a third-party lawyer for legal action in a court of appropriate jurisdiction
      2. (b) Monitoring: after the Active Collection period, the Unpaid Invoice will be put in Monitoring status, during which Company will continue to contact the Counterparty on a regular basis using contact information on file, and will monitor Counterparty websites and social handles for new information that might enable collection.
      3. (c) Invoice Collection Services are available to individual creators, freelancers, and small businesses (fewer than 10 employees). Company reserves the right to limit or cancel Invoice Collection Services for Clients that submit an excessive number of invoices in a given month (in Company's sole discretion) to ensure service quality for all Clients.
      4. (d) Where Client submits multiple Unpaid Invoices for collection, Company will work on them in the order received.
      5. (e) For the avoidance of doubt, if Client cancels their Protection Plan subscription, Invoice Collection Services will stop for all Unpaid Invoices submitted by Client, even if the Active Collection stage is not complete.
  5. 5. Reimbursement Benefit
    1. 5.1 Overview: The Reimbursement Benefit is available exclusively to clients on the Tools + Protection Plan while the subscription is active. Company will provide a Reimbursement Benefit to eligible Clients for Unpaid Invoices that remain uncollected, subject to the eligibility requirements and limits set forth in this Section 5. Activation of the Reimbursement Benefit requires Client to complete the Reimbursement Benefit Activation process and sign the Reimbursement Benefit Activation Agreement.
    2. 5.2 Eligibility: To be eligible for the Reimbursement Benefit with respect to a given Unpaid Invoice, all of the following conditions must be met:
      1. (a) DUPAY Contract Required. The invoice must relate to a project covered by a service agreement generated through DUPAY's Contract Creator while Client held an active Tools + Protection Plan. Pre-existing contracts, third-party contracts, and contracts generated through DUPAY when Client did not hold an active Tools + Protection Plan are not eligible.
      2. (b) Countersigned Contract. The contract must have been countersigned through DUPAY's countersignature platform, or if signed offline, the countersigned version must have been uploaded to Client's Account Dashboard.
      3. (c) Work Completed as Agreed. Client must have delivered the work as described in the contract. Company may request records evidencing delivery to verify eligibility.
      4. (d) Invoice Submitted. The invoice must be complete and accurate, include a clear payment method, and match the terms of the contract.
      5. (e) Collection Submitted by October 15. Client must submit the Unpaid Invoice for Invoice Collection Services by October 15 of the applicable Protection Year to be eligible for that year's payout, allowing sufficient time for a full collection attempt before year-end.
      6. (f) Active Coverage at Payout. Client's Tools + Protection Plan subscription must remain active through December 1 following the close of the Protection Year to receive that year's payout.
    3. 5.3 Benefit Amount: The Reimbursement Benefit for eligible Unpaid Invoices is equal to 50% of the unpaid balance of each eligible invoice. The maximum aggregate Reimbursement Benefit payable to any Client in a single Protection Year is set forth in Client's Reimbursement Benefit Activation Agreement, and will not exceed $200.00 USD.
    4. 5.4 Protection Year: The "Protection Year" runs from December 1 through November 30 of the following calendar year. The Reimbursement Benefit resets at the start of each new Protection Year.
    5. 5.5 Calculation and Payment: Eligible Unpaid Invoices that remain uncollected at the close of the Protection Year are automatically processed for reimbursement in the December following the close of that Protection Year — no separate claim submission is required. Reimbursement will be paid via the payment method designated by Client during DUPAY's December reimbursement period.
    6. 5.6 Exclusions: The Reimbursement Benefit does not apply to:
      1. (a) Invoices that do not meet all eligibility requirements in Section 5.2;
      2. (b) Invoices relating to contracts entered into prior to Client obtaining a Tools + Protection Plan, or relating to contracts generated through DUPAY at a time when Client did not hold an active Tools + Protection Plan;
      3. (c) Invoices relating to pre-existing or third-party contracts not generated through DUPAY's Contract Creator;
      4. (d) Invoices determined by Company to involve consumer debt (see Section 9);
      5. (e) Invoices where the Invoice Collection submission was terminated due to Client cancelling their subscription before December 1 following the close of the Protection Year;
      6. (f) Invoices where Company determines, in its sole judgment, that the work was not completed in full as agreed under the contract;
      7. (g) Invoices where Client has provided inaccurate or materially incomplete information; or
      8. (h) Any Unpaid Invoice for which Client has already received full or partial payment from the Counterparty.
    7. 5.7 The Reimbursement Benefit is a service feature of the subscription, not an insurance product. It is intended to encourage and reward sound contracting practices, and Client understands that the Reimbursement Benefit does not guarantee collection of any invoice and is not a substitute for Client's own diligence in contracting, delivery, and invoicing.
  6. 6. Business Plan
    1. 6.1 The Business Plan allows a single business to provide multiple team members with access to DUPAY tools and services under one subscription.
    2. 6.2 The individual who purchases the Business Plan subscription is the "Account Administrator." The Account Administrator accepts these Terms of Service on behalf of their organization and all Authorized Users added to the account.
    3. 6.3 The Account Administrator may invite up to five (5) additional team members ("Authorized Users") to access the subscription through the Account Dashboard.
    4. 6.4 Billing Contact: The Account Administrator may designate one team member as the "Billing Contact" for the account.
      1. (a) The Billing Contact will receive copies of all invoices, contracts, unpaid invoice requests, and contract check reports submitted or generated by any user on the account.
      2. (b) All other Authorized Users will receive copies of only their own submissions and generated documents.
      3. (c) All users on the account — including the Account Administrator, Billing Contact, and Authorized Users — have full visibility into all activity, invoices, contracts, and tasks associated with the business account through the Account Dashboard.
    5. 6.5 The Account Administrator is responsible for: (a) ensuring all Authorized Users comply with these Terms of Service; (b) managing Authorized User access, including revoking access for individuals who are no longer part of the organization; and (c) all actions taken by Authorized Users within the account.
    6. 6.6 If the Account Administrator cancels the subscription, access for all Authorized Users will be terminated simultaneously.
  7. 7. Free Tools
    1. 7.1 Company offers the following tools at no charge to users without a paid subscription. Free tool users are subject to these Terms of Service with respect to their use of such tools.
    2. 7.2 Grade My Invoice
      1. (a) 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. (b) 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. (c) Analysis and recommendations provided by Grade My Invoice are for general informational purposes only and may not apply to Client's specific situation.
      4. (d) Company may update or modify the grading criteria and analysis methods at any time without notice.
    3. 7.3 Free Invoice Generator
      1. (a) Company offers a free version of the Invoice Generator tool that is available to users without a paid subscription.
      2. (b) The Free Invoice Generator does not include invoice tracking, Account Dashboard functionality, or Protected by DUPAY stamp.
      3. (c) 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. (d) For security, invoices will only be emailed to user upon creation and cannot be sent to any third-party by Company.
      5. (e) Company may modify or discontinue the Free Invoice Generator at any time without notice.
  8. 8. Service Terms
    1. 8.1 Service Availability: 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. Company is not liable for any damages or losses resulting from such unavailability. Company will make reasonable efforts to minimize disruption to services but makes no guarantees about uptime or availability.
    2. 8.2 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. (a) If a subscription is terminated by Company under Section 8.2, 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. (b) No refund will be provided if Services are terminated under this section.
    3. 8.3 Legal Services Disclaimer:
      1. (a) 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, Contract Check Report, and Contract Creator. Company will NOT file legal actions in any form on behalf of Client, and such services are NOT included in any subscription plan.
      2. (b) Where Client desires to pursue legal action, Company may assist with referring Client to a third-party lawyer. Client 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. (c) 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.
      4. (d) Company acts as a service provider and not as Client's agent, attorney, or representative in any legal capacity.
  9. 9. Business Debt Only
    1. 9.1 Company will only provide Invoice Collection Services related to Client's transactions with businesses.
    2. 9.2 Company will not provide any Services for an invoice or agreement where the Counterparty is a consumer not acting in a business capacity.
    3. 9.3 Company has the sole right to determine whether an Unpaid Invoice involves, or could be deemed, a consumer debt.
    4. 9.4 Company will immediately terminate any Services it determines involve a consumer debt.
  10. 10. No Guarantees
    1. 10.1 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.
  11. 11. Use of Client Information
    1. 11.1 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. 11.2 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 via the contact form at dupayme.com/contact-us.
    3. 11.3 For Business Plan accounts, the Account Administrator's acceptance of these Terms of Service constitutes consent under this Section 11 on behalf of all Authorized Users.
  12. 12. Indemnification
    1. 12.1 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. (a) Client's actions towards and communications with Counterparty
      2. (b) Inaccurate or misleading information provided by Client to Company in providing Services
      3. (c) Client mischaracterizing business debt as consumer debt, or otherwise misleading Company about the Unpaid Invoice
      4. (d) Any counterclaim, defense, or offset asserted by Counterparty arising from Client's acts or omissions in connection with the underlying transaction giving rise to the Unpaid Invoice
      5. (e) Any other acts or omissions of Client, or others engaged or authorized by Client in connection with the unpaid amounts owed
      6. (f) Client's use of contracts generated by the Contract Creator, including but not limited to disputes over contract terms, enforceability, completeness, or accuracy of information provided by Client
      7. (g) Any claims related to e-signatures facilitated through Company's platform or any signature method chosen by Client for contracts generated by the Contract Creator, including any claims arising from counterparty countersignature
      8. (h) Any claim by a counterparty arising from receipt of a countersignature link shared by Client, including any claim that the underlying contract terms are inaccurate, incomplete, or unenforceable
      9. (i) Any claim arising from Client's misrepresentation regarding eligibility for the Reimbursement Benefit, including Client's provision of false or misleading information in connection with an Unpaid Invoice submitted for collection
      10. (j) For Business Plan accounts: any acts or omissions of Authorized Users within Client's account
    2. 12.2 Procedure:
      1. (a) Client shall give written notice to Company as soon as practicable upon becoming aware of any claim, demand, or proceeding for which indemnification may be sought under this Agreement.
      2. (b) Client shall cooperate fully with Company in the investigation, defense, and settlement of any such claim, including making available relevant personnel, documents, and records upon request.
      3. (c) Company shall have the right, at its option and at Client's expense, to assume sole control of the defense and settlement of any claim for which indemnification is sought under this Agreement, using counsel of Company's choosing.
      4. (d) Client shall not settle, compromise, or consent to the entry of judgment in any such claim without Company's prior written consent, which shall not be unreasonably withheld.
  13. 13. Limitation of Liability
    1. 13.1 EXCLUSION OF CONSEQUENTIAL DAMAGES: 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.
    2. 13.2 PRODUCT-SPECIFIC EXCLUSIONS: COMPANY IS SPECIFICALLY NOT LIABLE FOR ANY CLAIMS RELATED TO THE ENFORCEABILITY, COMPLETENESS, ACCURACY, OR LEGAL SUFFICIENCY OF CONTRACTS GENERATED BY THE CONTRACT CREATOR, OR ANY OMISSIONS, ERRORS, OR LEGAL MALPRACTICE CLAIMS RELATED TO CONTRACT CREATOR OUTPUTS, INCLUDING ANY COMPANY-PROVIDED TERMS AND CONDITIONS. COMPANY IS NOT LIABLE FOR ANY CLAIMS ARISING FROM COUNTERPARTY COUNTERSIGNATURE, INCLUDING BUT NOT LIMITED TO DISPUTES OVER WHETHER A COUNTERPARTY'S ELECTRONIC SIGNATURE WAS AUTHORIZED OR BINDING.
    3. 13.3 LIABILITY CAP: IN NO EVENT SHALL COMPANY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT EXCEED THE FEES PAID TO COMPANY HEREUNDER IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.
  14. 14. Compliance
    1. 14.1 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.
  15. 15. Electronic Signatures
    1. 15.1 By accepting these Terms of Service, Client consents to the use of electronic signatures on contracts, agreements, and documents executed through Company's platform, including contracts generated by the Contract Creator and the Reimbursement Benefit Activation Agreement. Client agrees that electronic signatures executed through Company's platform are legally binding to the same extent as handwritten signatures.
    2. 15.2 Electronic signatures executed through Company's platform are intended to comply with the requirements of the U.S. Electronic Signatures in Global and National Commerce Act (ESIGN, 15 U.S.C. § 7001) and the Uniform Electronic Transactions Act (UETA). Client is responsible for ensuring that use of electronic signatures is appropriate for their specific circumstances and jurisdiction.
  16. 16. Choice of Law
    1. 16.1 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.
  17. 17. Remedies
    1. 17.1 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.
  18. 18. General
    1. 18.1 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 and submitted via the contact form at dupayme.com/contact-us. 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, except that Company may update these Terms of Service as provided in Section 1.2.2. 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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