These Terms of Service (the “Terms”) are between Joltly, a Wyoming corporation (“Joltly”), and the customer (“Customer”), and govern access to and use of the Joltly platform and related services. By signing an order form that references these Terms, by using the Services, or by purchasing the Services through an authorized Joltly partner whose agreement incorporates these Terms, Customer agrees to be bound by them.
Joltly provides an accounts-payable automation platform, including invoice capture and processing, approval workflows, and vendor payment facilitation (the “Services”). Payment execution (including ACH transfers and check issuance) is performed through Joltly’s third-party payment services providers and is subject to those providers’ terms, which Customer agrees to as a condition of using payment features. Joltly is a software provider; it is not a bank, and deposit accounts and money movement are provided by its regulated partners.
Customer will pay the fees set out in its order form or partner agreement, including the platform base fee, per-invoice processing fees, and payment transaction fees per Joltly’s then-current payments rate card. Joltly invoices monthly; invoices are due on receipt and payable within fifteen (15) days. Late amounts accrue interest at the lesser of 1.5% per month or the maximum lawful rate, and Joltly may suspend Services for accounts more than thirty (30) days past due after notice. Fees exclude taxes, which are Customer’s responsibility (other than taxes on Joltly’s income). Payment transaction fees may be updated by Joltly upon thirty (30) days’ notice.
Customer will: (a) provide accurate, current, and complete information, including vendor and bank details; (b) cooperate with identity verification (KYC) and compliance checks required by Joltly or its payment providers; (c) use the Services only for lawful business purposes and in compliance with applicable law, including sanctions and anti-money-laundering laws; (d) maintain the confidentiality of its account credentials and be responsible for activity under its accounts; and (e) hold sufficient funds for payments it initiates. Customer authorizes Joltly and its providers to originate debits and credits to Customer’s designated accounts to fund and execute payments Customer initiates, and to reverse erroneous entries.
Customer bears losses arising from payments initiated or approved using its credentials or approval workflows, including losses resulting from fraudulent payment instructions that Joltly or its providers process consistent with Customer’s configured approvals. Customer is responsible for maintaining its own internal controls for verifying vendor identities and payment instructions.
Customer is responsible for payments returned due to insufficient funds, closed accounts, or inaccurate information supplied by Customer, and for associated return fees per the rate card. Joltly will use commercially reasonable efforts to assist in recovering misdirected payments caused by Customer error but does not guarantee recovery.
Customer must notify Joltly of any suspected payment error within thirty (30) days of the date of the invoice or statement on which the error first appears; claims not raised within that period are waived to the extent permitted by law. For payment errors caused by Joltly, Joltly’s sole obligation and Customer’s exclusive remedy is for Joltly to correct or reprocess the affected payment and refund the associated transaction fees. Joltly is not responsible for errors resulting from payment instructions approved by Customer or information supplied by Customer.
Joltly may set off amounts Customer owes under these Terms — including returned payments, reversals, chargebacks, and fees — against amounts otherwise payable to Customer or held for Customer’s benefit. Customer will reimburse Joltly for losses, fines, or fees that Joltly or its payment providers incur as a result of payments initiated or approved by Customer, information supplied by Customer, or Customer’s breach of these Terms.
As between the parties, Customer owns its data submitted to the Services (“Customer Data”). Customer grants Joltly a license to host, process, and use Customer Data to provide, maintain, secure, and improve the Services and to comply with law. Joltly may use data in aggregated or de-identified form that does not identify Customer or any person. Joltly will maintain commercially reasonable administrative, technical, and physical safeguards for Customer Data. Upon termination, Customer may export its data for thirty (30) days, after which Joltly may delete it subject to legal retention requirements.
Joltly and its licensors own the Services and all related software, models, integrations, and documentation, including improvements and modifications. Customer receives a limited, non-exclusive, non-transferable right to use the Services during the term for its internal business purposes. Customer will not copy, modify, reverse engineer, resell, or build competing products using the Services. If Customer provides feedback, Joltly may use it without restriction or obligation.
Each party will protect the other’s non-public business, technical, and pricing information with at least reasonable care, use it only to perform under these Terms, and not disclose it to third parties except to representatives bound by confidentiality obligations, or as required by law with notice where permitted.
Joltly will provide the Services with commercially reasonable skill and care and will use commercially reasonable efforts to keep the Services available. EXCEPT AS EXPRESSLY STATED, THE SERVICES ARE PROVIDED “AS IS,” AND JOLTLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. JOLTLY DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT ANY PAYMENT WILL SETTLE BY A PARTICULAR TIME.
NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR LOST PROFITS OR REVENUE, EVEN IF ADVISED OF THE POSSIBILITY. EACH PARTY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS WILL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER TO JOLTLY IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THESE LIMITS DO NOT APPLY TO CUSTOMER’S PAYMENT OBLIGATIONS, EITHER PARTY’S BREACH OF CONFIDENTIALITY, OR CUSTOMER’S MISUSE OF THE SERVICES. NOTWITHSTANDING THE FOREGOING, JOLTLY’S TOTAL LIABILITY ARISING OUT OF ANY PAYMENT ERROR OR MISDIRECTED PAYMENT WILL NOT EXCEED THE LESSER OF THE AMOUNT OF THE AFFECTED PAYMENT AND THE AGGREGATE CAP DESCRIBED ABOVE.
Customer will defend and indemnify Joltly against third-party claims arising from Customer Data, Customer’s breach of these Terms, or Customer’s violation of law. Joltly will defend and indemnify Customer against third-party claims that the Services, as provided by Joltly, infringe a third party’s intellectual-property rights, and may resolve such claims by modifying the Services, obtaining rights, or terminating with a pro-rata refund.
These Terms apply for the term stated in Customer’s order form or partner agreement; if none is stated, the Services run month-to-month and either party may terminate on thirty (30) days’ notice. Either party may terminate for material breach not cured within thirty (30) days of notice. Joltly may suspend the Services immediately where required by its payment providers, by law, or to prevent fraud or harm, and may hold or delay in-flight payments where required by its payment providers or applicable law, or where Joltly reasonably suspects fraud, unauthorized use, or a security incident; such holds are not a breach of these Terms. Sections concerning fees owed, data, IP, confidentiality, disclaimers, liability, and general terms survive termination.
Where Customer purchases the Services through an authorized Joltly partner, the partner’s agreement governs commercial terms (such as pricing and term length), and these Terms govern Customer’s use of the Services as a required minimum. Any provision of a partner agreement that would expand Joltly’s obligations or liability beyond these Terms is effective against Joltly only with Joltly’s written approval.
These Terms are governed by the laws of the State of Utah, without regard to conflicts-of-law rules, and the state and federal courts located in Washington County, Utah have exclusive jurisdiction and venue. Customer may not assign these Terms without Joltly’s consent, except to a successor in a merger or sale of substantially all assets; Joltly may assign to an affiliate or successor. Neither party is liable for delay caused by events beyond its reasonable control, including failures or delays of banking networks, ACH operators, or payment services providers. EACH PARTY WAIVES ANY RIGHT TO A JURY TRIAL IN ANY DISPUTE ARISING OUT OF OR RELATING TO THESE TERMS, AND ALL CLAIMS MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Notices must be in writing to the addresses on the order form (email suffices). These Terms, together with the order form or partner agreement and the rate card, are the entire agreement regarding the Services. Joltly may update these Terms upon thirty (30) days’ notice; continued use after the effective date constitutes acceptance. If any provision is unenforceable, the remainder stays in effect.
Questions about these Terms? Contact us at harrison@joltly.io.
