Effective date: the date this Agreement is accepted electronically ("Effective Date"). Between: PayCure Technologies, Inc., a Delaware corporation ("PayCure," "we," "us"), and the business identified at acceptance ("Customer," "you").
This Agreement governs your use of PayCure's accounts-payable and procurement platform (the "Service"). The Service is offered to businesses only, not to consumers. By accepting this Agreement, the individual acting for the Customer represents that they are authorized to bind the Customer.
1.1 What PayCure is. PayCure is business software for managing vendor bills, approvals, purchase orders, and payment instructions. PayCure is not a bank, money transmitter, or money services business, and does not hold, control, or take custody of your funds at any time.
1.2 How payments work. When you approve a payment in the Service, PayCure transmits your instruction to regulated financial-services partners — payment programs operated by Increase and the chartered bank(s) providing its banking services — which execute the movement of funds from your linked bank account to your vendor. Payment execution is subject to those partners' terms, cutoff times, holds, and compliance requirements, and to the rules of the banking networks involved.
1.3 Modules and changes. The Service comprises the modules identified in your plan (Accounts Payable and/or Procurement). We improve the Service continuously and may modify features, provided we do not materially degrade the core functionality of your plan during a paid term.
1.4 Free evaluations. A trial workspace is provided free of charge, "as is," and may be structurally restricted (including that no payment will be executed and no vendor will be contacted) until converted to a paid plan.
2.1 Accuracy. You are responsible for the accuracy and completeness of the information you submit — vendor identities, bank details, amounts, and approvals. PayCure applies verification controls (including bank-account verification and segregation-of-duties checks); these support, and do not replace, your own internal controls. A payment executed as you instructed is an authorized payment, even if the underlying data you supplied was wrong.
2.2 Your users. You control who has access to your workspace, the roles they hold, and the safeguarding of their credentials. Actions taken under your users' credentials are your actions. You will notify us promptly at support@paycure.ai of any suspected unauthorized access.
2.3 Lawful use. You will use the Service only for lawful, business-purpose payments. You will not use the Service for consumer purposes; for payments prohibited by applicable law, including sanctions administered by the U.S. Office of Foreign Assets Control; for gambling, virtual-currency dealing, or money-services activity; or to pay parties you are not genuinely obligated to pay.
2.4 Bank authorization. Funding payments requires a separate ACH Debit Authorization for each bank account you link. You warrant that every account you link is a business account that you are authorized to bind, and that you will maintain funds sufficient to cover the payments you approve.
2.5 Your records. The Service maintains an audit trail, but you remain responsible for retaining the business records the law requires of you.
3.1 Subscription fees. Fees for your plan are stated at purchase and are billed in advance for each billing period (monthly or annual, per your plan). Fees are non-refundable except as expressly stated in this Agreement, and are exclusive of taxes, which you are responsible for (excluding taxes on our income).
3.2 Per-transaction fees. Optional services — for example expedited payments or mailed checks — carry the per-item fees disclosed in the Service at the moment you select them. Selecting the option is your agreement to its fee.
3.3 Amounts you cause. If a debit initiated on your authorization is returned, or a payment you instructed must be funded after the fact, the amount is immediately due from you, and we may collect it by ACH debit under your ACH Debit Authorization.
3.4 Changes. Subscription fees may change effective on your next renewal, with at least thirty (30) days' notice.
4.1 Term. This Agreement runs from the Effective Date until terminated. Either party may terminate for convenience, effective at the end of the then-current billing period, by notice as provided in Section 12.
4.2 Suspension. We may suspend the Service, or decline to transmit a payment instruction, if we reasonably believe it involves fraud or a security risk, a violation of law or sanctions, a breach of this Agreement, or a requirement of our financial-services partners. We will notify you unless prohibited from doing so, and will limit the suspension to what is reasonably necessary.
4.3 Termination for cause. Either party may terminate immediately if the other materially breaches this Agreement and fails to cure within thirty (30) days of notice, or upon the other's insolvency.
4.4 Effect of termination. In-flight payments complete or are cancelled per the payment partners' rules. Your records remain exportable for ninety (90) days after termination; after that we may delete them, except records we are required to retain (including ACH authorization records under the Nacha Operating Rules). Sections that by their nature survive — including 3 (amounts owed), 5.1, 6, 8, 9, 10, 11, and 12 — survive termination.
5.1 Your data is yours. As between the parties, you own the data you submit. You grant us the right to process it to provide, secure, and improve the Service, as described in the Data Processing Addendum. We do not sell your data and we do not use the contents of your workspace for advertising.
5.2 Security. We maintain administrative, technical, and physical safeguards appropriate to the sensitivity of the data, including encryption in transit, encryption at rest for bank details and tax identifiers, role-based access, and logged access to sensitive records.
5.3 Financial partners. You authorize us to share the information reasonably required by our financial-services partners to execute payments and to satisfy their legal obligations, including know-your-business and sanctions screening.
5.4 Confidentiality. Each party will protect the other's non-public information with at least the care it uses for its own, and use it only to perform under this Agreement. This obligation does not apply to information that is public through no fault of the recipient, independently developed, or lawfully received from a third party, and disclosure required by law is permitted with notice where lawful.
The Service, its software, and everything we make available through it (other than your data) are owned by PayCure and its licensors, and no rights are granted except the right to use the Service under this Agreement. If you give us feedback, we may use it without restriction or obligation.
7.1 We warrant that the paid Service will perform materially as described in your plan. Your exclusive remedy for breach of this warranty is that we re-perform; if we cannot within a reasonable time, you may terminate and receive a pro-rata refund of prepaid, unused fees.
7.2 EXCEPT AS STATED IN SECTION 7.1, THE SERVICE IS PROVIDED "AS IS." WE DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT ANY PAYMENT WILL SETTLE BY A PARTICULAR TIME — SETTLEMENT IS PERFORMED BY REGULATED PARTNERS AND BANKING NETWORKS OUTSIDE OUR CONTROL.
8.1 Cap. EACH PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT IS LIMITED TO THE GREATER OF (A) THE FEES PAID OR PAYABLE BY CUSTOMER FOR THE SERVICE IN THE TWELVE (12) MONTHS PRECEDING THE FIRST EVENT GIVING RISE TO LIABILITY, OR (B) ONE HUNDRED U.S. DOLLARS (US$100).
8.2 Exclusions. NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, OR DATA, EVEN IF ADVISED OF THEIR POSSIBILITY.
8.3 Carve-outs. The cap and exclusions do not apply to a party's indemnification obligations under Section 9, to a breach of Section 5.4 (Confidentiality), to amounts you owe for payments you initiated or fees you incurred, or to liability that cannot be limited by law.
8.4 Payment errors. For an error in the execution of a payment caused by our transmission of an instruction different from the one you approved (as distinct from incorrect data you supplied), our responsibility is to pursue correction, recall, or reversal through our payment partners with commercially reasonable diligence, and Section 8.1 applies to any resulting liability.
You will defend and indemnify PayCure against third-party claims arising from (a) data or instructions you submit, including payments to a party you were not entitled to pay; (b) your breach of Section 2 or of your ACH Debit Authorization; or (c) your violation of law. We will defend and indemnify you against third-party claims that the Service, as provided by us and used as permitted, infringes their intellectual-property rights; our obligation does not apply to combinations with things we did not supply, and if the Service is enjoined we may modify it, procure the right, or terminate and refund prepaid unused fees.
Portions of the Service are delivered through regulated financial-services partners. You agree that: (a) we may share your information with them as described in Section 5.3; (b) a partner may decline, delay, hold, or reverse a payment to meet its legal or risk obligations; (c) terms that a partner requires of end customers, as posted or presented to you in the Service, form part of this Agreement from the date they are presented; and (d) your continued use of payment features after such terms are presented constitutes your acceptance of them. If you do not accept partner terms, your remedy is to stop using the payment features and terminate under Section 4.1.
11.1 Governing law and venue. This Agreement is governed by the laws of the State of Delaware, excluding its conflict-of-laws rules. The state and federal courts located in Delaware have exclusive jurisdiction, and each party consents to their jurisdiction and venue.
11.2 No class actions; jury waiver. EACH PARTY WAIVES ANY RIGHT TO A JURY TRIAL AND ANY RIGHT TO PARTICIPATE IN A CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION AGAINST THE OTHER. CLAIMS MAY BE BROUGHT ONLY IN THE PARTIES' INDIVIDUAL CAPACITIES.
11.3 Time to bring claims. Except for amounts you owe under Section 3, a claim under this Agreement must be brought within one (1) year after the claiming party knew or should have known of the facts giving rise to it.
11.4 Injunctive relief. Either party may seek injunctive relief in any court of competent jurisdiction to protect its confidential information or intellectual property.
12.1 Notices. Notices to you may be given in the Service or to your account email, and are effective when sent. Notices to PayCure must be sent to legal@paycure.ai and are effective on receipt.
12.2 Assignment. Neither party may assign this Agreement without the other's consent, except to an affiliate or in connection with a merger, reorganization, or sale of substantially all assets, with notice.
12.3 Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control, including acts of banking networks, internet or utility failures, and government action; this does not excuse your payment of amounts owed.
12.4 Export and anti-corruption. Each party will comply with applicable export-control and anti-corruption laws in connection with this Agreement.
12.5 Relationship. The parties are independent contractors. This Agreement creates no partnership, agency, or fiduciary relationship, and no third-party beneficiaries other than as stated in Section 10.
12.6 Severability; waiver. If a provision is unenforceable, it is limited to the minimum extent necessary and the rest remains in effect. A failure to enforce is not a waiver.
12.7 Entire agreement; order of precedence. This Agreement, the Data Processing Addendum, your ACH Debit Authorization(s), partner terms under Section 10, and your plan order form are the entire agreement and supersede prior discussions. If they conflict, the ACH Debit Authorization controls as to debits, then partner terms under Section 10 as to payment execution, then this Agreement, then the order form.
12.8 Amendments. We may update this Agreement prospectively. Material changes take effect on your next renewal or thirty (30) days after notice, whichever is later; continued use after that date constitutes acceptance. Every version you have accepted, and the record of your acceptance, remains available to you in the Service.
Version 2026-08-08.2, effective 2026-08-08. Customers accept this agreement electronically inside the PayCure service, where a permanent record of each acceptance (version, signer, time) is kept and always available to them.