Terms of Service

• The Service

  1. The Docuvisory Service may include additional services that you subscribe to receive specifically from or through Docuvisory.  Some of these services have specific additional terms that apply to your use (the “Additional Terms”), and those Additional Terms become part of this Agreement.  In the event an Additional Term directly conflicts with any term in this Agreement, the Additional Term will apply to your use of the additional service instead of the term contained in this Agreement.

• Term and Termination

  1. Except as noted in Paragraph 14.4, this Agreement will remain in effect as long as you are using the Service.  If you elect to use the Service for a free trial period, and do not purchase access to the Service before the end of such period, this Agreement will expire at the end of the free trial period.  You will be able to access information provided, inputted or uploaded to the Service by you or on your behalf during the free trial period in accordance with the provisions of Paragraph 2.5.
  2. Your use of the Service renews automatically on a month-by-month basis.  If you add additional or  new Docuvisory services or modules at a later date, they will also renew automatically on a month-by-month basis commencing on the starting day of existing Service.
  3. You are solely responsible for the proper cancellation of your use of the Service.  You may cancel at any time by emailing billing@Docuvisory.com.  You will then be invoiced for the balance of the billing month.
  4. Docuvisory may suspend your access to the Service (and any additional service) and terminate this Agreement and your use of the Service at any time in the event you materially breach this Agreement (including failure to pay, which may occur in the event when your credit card cannot be charged) and do not cure such breach within 30 days of Docuvisory providing you with written notice (including notice by email), or earlier if a specific service provides otherwise.  Notwithstanding the foregoing, Docuvisory may immediately suspend or terminate your access to the Service without liability if you are in violation of Sections 4.1, 4.5 or 13 of this Agreement, as determined by Docuvisory in its sole discretion.  Docuvisory may also downgrade, suspend or terminate your access to the Service without liability, after providing you with 30 days’ advance written notice, if: (a) you fail to affirmatively agree to material modifications of this Agreement pursuant to Section 3.2 below; or (b) you do not log in to or otherwise use the Service for a period of 180 days or more.  
  5. In the event your use of the Service is terminated, you will continue to have the ability to download the information provided, inputted or uploaded to the Service by you or on your behalf (“Data”) for 30 days after the effective date of expiration or termination.  After such 30-day period, Docuvisory shall have no obligation to maintain any Data and may thereafter, unless legally prohibited to do so, delete all of your Data, as well as access through the Service to any stored documents, contained in Docuvisory’s systems or otherwise in its possession or under its control.

• Modification of Service or This Agreement

  1. The Service may be made available in free or paid versions at different levels.  Not all features and functionality of the Service may be available in each version or level.  Docuvisory reserves the right, in its sole discretion, to modify, add, or remove portions and/or functionality of the Service on a temporary or permanent basis, without liability to you or any third party.
  2. Docuvisory may modify or update this Agreement at any time.  In the event Docuvisory determines it is necessary to make a material modification to this Agreement, you will be notified of such change and may be asked to affirmatively agree to such modified version of the Agreement.  Note, however, that your use of the Service after modifications to the Agreement become effective constitutes your binding acceptance of such changes.  You may review the most current version of this Agreement at: our Terms of Service Page.
  3. If you are dissatisfied with the terms of this Agreement or any modifications to this Agreement or the Service, you agree that your sole and exclusive remedy is to terminate this Agreement and discontinue any use of the Service.
  4. From time to time in connection with your use of and/or access to Docuvisory Services, it may be necessary for you to consent to policies or terms and conditions in addition to these Terms of Service.  You should read carefully any such additional terms and conditions before making any use of materials subject to such additional terms and conditions.  Any such terms or conditions will not vary or replace these Terms of Service regarding any use of Docuvisory, unless otherwise expressly stated.

• Usage Rights; Restrictions; Support

  1. During the Term, Docuvisory grants you a limited, non-transferable, non-sublicensable, non-exclusive right to access and use the hosted software products and related documentation included in the Service and all modifications and/or enhancements to any of the foregoing (“Software”) via a web browser or other device owned or controlled by you for your business use.  Nothing in this Agreement obligates Docuvisory to deliver or make available any copies of computer programs or code from the Software to you, whether in object code or source code form.  You agree to use the Service only in compliance with all applicable local, state, national, and international laws, rules and regulations (“Applicable Law”).  You shall not, and shall not agree to, and shall not authorize, encourage or permit any third party to:
     • use the Service to upload, transmit or otherwise distribute any content that is unlawful, inaccurate, misleading, misappropriated, infringing, defamatory, harassing, abusive, fraudulent, obscene, threatening, abusive, discriminatory, malicious, or is otherwise objectionable as reasonably determined by Docuvisory, with the exception of using the Service to document worker conduct;
     • use the Service to upload, transmit or otherwise distribute any content that contains viruses or malware;
     • use the Service for any fraudulent or inappropriate purpose, or in a manner for which it is not intended to be used (as determined by Docuvisory in its sole discretion);
     • attempt to decipher, decompile, delete, alter or reverse engineer any of the Software;
     • duplicate, make derivative works of, reproduce or exploit any part of the Service without the express written permission of Docuvisory;
     • use any robot, spider, other automated device, or manual process to monitor or copy any content from the Service other than copying or exporting of the Data as contemplated in the documentation; or
     • rent, lease, distribute, or resell the Software, or access or use the Software or Services for developing a competitive solution (or contract with a third party to do so), or remove or alter any of the logos, trademark, patent or copyright notices, confidentiality or proprietary legends or other notices or markings that are on or in the Software or displayed in connection with the Service.
  2. Docuvisory shall: (i) provide you with basic support in connection with your use of the Service at no additional charge, and with upgraded support if available and purchased separately; (ii) use commercially reasonable efforts to make the Service available 24 hours a day, 7 days a week, except for: (a) planned downtime; or (b) any unavailability caused by circumstances beyond Docuvisory’s reasonable control, including acts of God, acts of government, floods, fires, earthquakes, civil unrest, acts of terror, strikes or other labor problems (other than those involving our employees), Internet service provider failures or delays, or denial of service attacks; and (iii) provide the Service only in accordance with Applicable Law.
  3. Docuvisory shall maintain commercially reasonable technical safeguards for protection of the Service, and the security of your Data. Docuvisory does not have access to the documents that you create or maintain using Docuvisory Services. Docuvisory shall not: (a) disclose your Data except as compelled by Applicable Law or as you expressly authorize in writing; or (b) access your Data except to provide the Service and prevent or address service or technical problems, or at your express request in connection with customer support matters. In the event we are compelled by Applicable Law to disclose your Data, we will provide you with notice thereof, (in advance, if possible) if permitted by Applicable Law.
  4. You are solely responsible for your Data, and all uses of your Data that occur through your account.
  5. If you integrate with Docuvisory using an API, you must use efficient programming, which will not cause too many requests to be made in too short a period of time, as-determined solely by Docuvisory. If this occurs, Docuvisory reserves the right to throttle your API connections, or suspend or terminate your Docuvisory account.

• Payment Terms

  1. You agree that Docuvisory may charge to Your credit card or other payment mechanism selected by You and approved by Docuvisory (“Your Account”) all amounts due and owing for the Services, including taxes and service fees, set up fees, or any other fee or charge associated with Your Account. Docuvisory may change prices at any time, provided, however, that Docuvisory will provide you with prior notice and an opportunity to terminate Your Account if Docuvisory changes the price of a Service to which you are subscribed. You agree that in the event Docuvisory is unable to collect the fees owed to Docuvisory for the Services through Your Account, Docuvisory may take any other steps it deems necessary to collect such fees from You and that You will be responsible for all costs and expenses incurred by Docuvisory in connection with such collection activity, including collection fees, court costs and attorneys’ fees. You further agree that Docuvisory may collect interest at the lesser of 1% per month or the highest amount permitted by law on any amounts not paid when due. You may cancel your use of the Service at any time. If you cancel, you will not be billed for any additional terms of Service, and Service will continue until the end of the current billing month. If you cancel, you will not receive a refund for any Service already paid for.
  2. All fees are exclusive of all taxes or duties imposed by governing authorities. Other than sales taxes which Docuvisory may be required to collect from you and remit to appropriate taxing authorities, you alone are responsible for payment of all such taxes or duties.

• Intellectual Property Rights

  1. As between the parties, Docuvisory owns and shall retain all right, title and interest in and to: (a) the Software and the Service, including all intellectual property rights; and (b) transactional and performance data related to your use of the Service. Docuvisory may collect, use and disclose all such transactional and performance data for its business purposes (including software use optimization and product marketing) provided that such use does not reveal your identity, any of your confidential information or any personally identifiable information that belongs to you or your employees.
  2. You retain all right, title and ownership interest in and to your Data. Docuvisory has no right, title or interest in any personally identifiable information contained in or related to your Data.
  3. You have no obligation to give Docuvisory any suggestions, enhancement requests, recommendations, comments or other feedback (“Feedback”) relating to the Service. To the extent you provide any Feedback to Docuvisory, Docuvisory may use and include any such Feedback to improve the Service or for any other purpose. Accordingly, if you provide Feedback, you agree that Docuvisory shall own all such Feedback and Docuvisory and its affiliates, licensees, clients, partners, third-party providers and other authorized entities may freely use, reproduce, license, distribute, and otherwise commercialize the Feedback in the Service or other related technologies, and you hereby assign all rights in such Feedback to Docuvisory.
  4. From time to time during the Term, Docuvisory may develop, author or prepare custom documents, templates, designs, computer programs, computer documentation and other tangible materials (“Deliverables”). Docuvisory shall own and retain all right, title and interest in and to such Deliverables and hereby grants to you a limited, non-transferable, non-sublicensable, non-exclusive license for you to use such Deliverables for your internal use only during the Term. Docuvisory may reuse any Deliverables, provided that such use does not reveal your identity or your confidential information.

• Publicity

  1. Unless you send a written opt-out email for this paragraph to Docuvisory at legal@docuvisory.com, during the Term, Docuvisory may disclose your name as a customer of Docuvisory and/or subscriber of the Service, and you hereby grant Docuvisory the right to display your name, company, and logo in Docuvisory’s marketing materials and on Docuvisory’s public website, in each case in accordance with any branding guidelines you may provide to Docuvisory.

• Warranties and Limitation of Liability

  1. Docuvisory represents, warrants, and covenants as follows: (a) the Service will perform substantially in accordance with the specifications generally provided by Docuvisory in connection with the Service (“Documentation”); and (b) any professional services performed for you by Docuvisory will be performed in a professional and workmanlike manner, with the degree of skill and care that is required by sound professional procedures and practices.
  2. LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL DOCUVISORY OR ITS AFFILIATES, AGENTS, SUPPLIERS OR RESELLERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS OR DAMAGE) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SERVICES OR THE PROVISION OF OR FAILURE TO PROVIDE TECHNICAL OR OTHER SUPPORT SERVICES, WHETHER ARISING IN TORT (INCLUDING NEGLIGENCE) CONTRACT OR ANY OTHER LEGAL THEORY, EVEN IF DOCUVISORY, ITS AFFILIATES, AGENTS, SUPPLIERS OR RESELLERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY CASE, DOCUVISORY’S, ITS AFFILIATES’, AGENTS’ SUPPLIERS’ AND RESELLERS’ MAXIMUM CUMULATIVE LIABILITY AND YOUR EXCLUSIVE REMEDY FOR ANY CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT OR YOUR USE OF DOCUVISORY WILL BE LIMITED TO THE AMOUNT ACTUALLY PAID BY YOU FOR THE SERVICES (IF ANY) IN THE TWELVE (12) MONTHS PRECEDING THE EVENT OR CIRCUMSTANCES GIVING RISE TO SUCH CLAIMS. Because some states and jurisdictions do not allow the exclusion or limitation of liability, the above limitation may not apply to You.
  3. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT FOR THE LIMITED WARRANTY PROVIDED ABOVE, DOCUVISORY HEREBY DISCLAIMS ALL OTHER WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE SERVICE, SOFTWARE, DOCUMENTATION, DELIVERABLES AND OTHER MATERIALS AND/OR SERVICES. DOCUVISORY DOES NOT WARRANT THAT OPERATION OF THE SERVICE WILL BE ERROR-FREE OR UNINTERRUPTED.

• Registration and Passwords

  1. You must have a password and provide authentication to access Docuvisory and its services. Passwords and authentication depend on your provision of accurate user information. You are responsible for providing accurate user information. You are responsible for maintaining the confidentiality of any password(s) and encryption keys you are given to access Docuvisory or any portion hereof, and you are fully responsible for all activities that occur under your password(s). You agree to notify us immediately of any unauthorized use of your password(s). We reserve the absolute right to refuse to issue a password to any person or entity.

• Security Breach

  1. External Breach: In the event of a security breach, as defined by Applicable Law, by anyone other than your employee, contractor or agent, upon discovery of such breach, Docuvisory will: (a) initiate remedial actions that are in compliance with Applicable Law and consistent with industry standards; and (b) notify you of the security breach, its nature and scope, the remedial actions Docuvisory will undertake, and the timeline within which Docuvisory expects to remedy the breach.
  2. Internal Breach: In the event of a security breach, as defined by Applicable Law, by your employee, contractor or agent, you shall have sole responsibility for initiating remedial actions and you shall notify Docuvisory immediately of the breach and steps you will take to remedy the breach.

• Indemnification

  1. You agree to indemnify, defend and hold harmless Docuvisory, and its affiliates, officers, agents, and employees from and against any costs, damages, expenses (including reasonable attorneys’ fees), judgments, losses and other liabilities (including amounts paid in settlement) (“Liabilities”) incurred as a result of any third-party action, claim, demand, proceeding or suit, including such actions brought by a present or former employee, contractor, consultant or agent(“Claim”) to the extent arising from or in connection with your use of the Software and/or Service in violation of this Agreement.
  2. Docuvisory agrees to indemnify, defend and hold harmless you, and your affiliates, officers, agents, and employees from and against any Liabilities incurred as a result of any third-party Claim to the extent arising from or connected with an allegation that your use of the Software and/or Service in accordance with this Agreement infringes the intellectual property rights of a third party. Notwithstanding the foregoing, in no event shall Docuvisory have any obligations or liability arising from: (a) use of the Software and/or Service in a modified form or in combination with materials or software not furnished by Docuvisory; and (b) any User Content, information or Data provided by you, your end users, or other third parties.
  3. A party seeking indemnification hereunder shall: (a) promptly notify the other party in writing of the Claim; (b) give the indemnifying party sole control of the defense of such Claim and all negotiations for the compromise or settlement thereof (provided that if any settlement requires any action or admission by the indemnified party, then the settlement will require the indemnified party’s prior consent); and (c) provide the indemnifying party with all reasonable cooperation, information and assistance in connection with such Claim; provided, however, that failure by the indemnified party to provide prompt notice of a Claim, grant such sole control, and/or provide such cooperation, information and assistance, shall not relieve the indemnifying party of its obligations under this Article 11, except to the extent that the indemnifying party is materially prejudiced by such failure. The indemnified party may be represented by its own counsel, at its own expense. If the indemnified party’s required consent is reasonably withheld, it shall not relieve the indemnifying party of its obligations under this Article 11. Materials or information turned over to the indemnifying party in connection with the defense or settlement of such Claim shall not lose their status as confidential or proprietary information, as permitted by Applicable Law.

• Governing Law

  1. This Agreement shall be governed by and construed in accordance with the substantive laws of the State of New York, without reference to conflict of laws principles. Any legal action or proceeding with respect to this Agreement must be brought in the courts of the State of New York, and or the courts of the United States of America for the Eastern District of New York. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement.

• Compliance With Laws; Disclaimers

  1. Each Party shall comply with all Applicable Laws in connection with its own activities under this Agreement. The Service can be configured and used in ways that do not comply with Applicable Laws and it is your sole responsibility to monitor your use (which includes the use by your employees, contractors and agents) of the Service to ensure that such use complies with and is in accordance with Applicable Law. In no event shall Docuvisory be responsible or liable for your failure to comply with Applicable Law in connection with your use of the Service. You agree that use of a template created by Docuvisory should be reviewed by your employment counsel and Docuvisory is not providing any legal or human resources advice in connection with Services.
  2. Docuvisory does not represent that the Service is ADA compliant. You may need to provide accommodations for certain users.
  3. Docuvisory does not provide its customers with legal advice regarding compliance, data privacy or other relevant Applicable Laws in the jurisdictions in which you use the Service, and any statements made by Docuvisory to you shall not constitute legal advice.
  4. You acknowledge that Docuvisory exercises no control over your specific human resource practices implemented using the Service or your decisions regarding your employees, contractors or agents, including but not limited to decisions as to employment, promotion, assignment, advancement, discipline, termination, notification, or compensation of any employee, contractor, agent or authorized user of the Service. You further agree and acknowledge that Docuvisory does not have a direct relationship with your employees and/or contractors and that you are responsible for all contact, questions, data updates and collection, with your employees and/or contractors. In addition, you are responsible for the privacy (including adopting and posting your own privacy policies governing your treatment of your employees’ data), collection, use, retention and processing of your employees’ data, and providing any and all notices and information to your employees regarding the foregoing, in compliance with all Applicable Laws. Docuvisory hereby disclaims all liability arising from your decisions and from harmful data or code uploaded to the Service by you and/or your employees, contractors or agents.
  5. You agree that you will not, directly or indirectly, ship, transfer, transmit, export or re-export, or knowingly permit any of the foregoing with respect to the Service or Software, or any technical information about the Service or Software, to any country for which the United States Export Administration Act, any regulation thereunder, or any similar United States law or regulation, requires an export license or other United States Government approval, unless the appropriate export license or approval has been obtained.
  6. You represent and warrant that: (a) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (b) you are not listed on any U.S. Government list of prohibited or restricted parties.

• General Provisions

  1. Entire Agreement. This Agreement encompasses the entire agreement between you and Docuvisory with respect to the subject matter hereof and supersedes all prior representations, agreements and understandings, written or oral. No purchase order or other form submitted by you will modify, supersede, add to or in any way vary the terms of this Agreement, except as described within this Agreement.
  2. No Waiver. The failure of Docuvisory to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision.
  3. Severability. If any part of this Agreement is found invalid or unenforceable by a court of competent jurisdiction, the remainder of the Agreement shall be interpreted so as to reasonably effectuate the intention of the parties, and shall not affect the validity and enforceability of any remaining provisions.
  4. Survival. The provisions of this Agreement that should, by their nature survive termination and/or expiration, shall and do survive such termination and/or expiration.
  5. Assignment. You may not assign or otherwise transfer any of your rights or obligations under this Agreement without Docuvisory’s prior written consent, which consent shall not be unreasonably withheld. This Agreement shall be binding upon and will inure to the benefit of the parties and their respective successors and permitted assigns. Any assignment in violation of the foregoing will be null and void.
  6. No Legal Advice; Reliance. No part of this Agreement is intended or shall be construed as legal advice. Docuvisory shall not be liable for an errors or omissions in the content of this Agreement or for any actions taken in reliance thereon.

• Contact Information

  1. Notices via email from Docuvisory will be sent to you at the email address you have provided in your Employer Profile.
  2. If you have any questions about the Service or this Agreement, you may call us at 833-DOCS4HR, email us at info@docuvisory.com, or write to us at:

Docuvisory, LLC Attn: Legal