Terms of Service

Information Collection and Use

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Product Terms of Service

The below agreement (“Agreement”) refer to users of the DocuBridge product “The Product” used by customers “CUSTOMER” and maintained by Ganymede X, LLC d/b/a DocuBridge (“DOCUBRIDGE”).

CUSTOMER and DOCUBRIDGE hereby agree as follows:

Provision of Services

DOCUBRIDGE shall provide services to CUSTOMER through the use of its product ("The Product"), as further identified in Exhibit A. DOCUBRIDGE further agrees to provide the customization and support of The Product as identified in Exhibit A.

DOCUBRIDGE’s provision of The Product shall not constitute an agreement of sale. No title, patent, copyright, trademark, trade secret, intellectual property, or other ownership rights of DOCUBRIDGE are transferred to CUSTOMER by virtue of this Agreement. From time to time, DOCUBRIDGE may solicit or collect feedback from CUSTOMER personnel regarding The Product and its services. DOCUBRIDGE shall own all right, title and interest in and to the products or services it develops or improves as a result of such feedback or information.

Term of Agreement

The term of this Agreement is specified in the Stripe link that CUSTOMER agrees to as a part of the onboarding process. If CUSTOMER chooses a monthly payment term, and if neither party terminates this Agreement by providing written notice of at least one (1) week before the end of the current month, the Agreement will automatically renew for a one (1) month term. If CUSTOMER chooses a yearly payment term, and if neither party terminates this Agreement by providing written notice of at least one (1) month before the end of the current year, the Agreement will automatically renew for a one (1) year term.

Fee Rates

CUSTOMER will pay DOCUBRIDGE in accordance with the fee schedule specified in the Stripe link CUSTOMER agrees to as part of the onboarding process. All dollar ($) amounts specified in this Agreement are United States dollar amounts. 

Payment Terms

All payments will be automatically billed through the Stripe Link CUSTOMER agrees to as part of the onboarding process. On bank statements, expect to see “DOCUBRIDGE” at the times set forth in the Stripe billing procedure, either monthly or yearly. Payments shall not be unreasonably withheld or delayed. If CUSTOMER disapproves any amount submitted for payment by DOCUBRIDGE, CUSTOMER shall give DOCUBRIDGE specific reasons for disapproval in writing. Upon resolution of any disputed charges, DOCUBRIDGE shall re-invoice such remaining charges to CUSTOMER. Payment of these agreed upon charges shall be payable within fifteen (15) days of receipt of invoice by CUSTOMER. Fifteen (15) days after failure of payment receipt, CUSTOMER shall lose access to The Product.

Representations and Warranties

Corporate Standing. DOCUBRIDGE represents that it is a limited liability company (LLC) duly organized, validly existing, and in good standing under the laws of the State of Delaware. It has all necessary corporate authority and approvals to execute and deliver this Agreement, and the individual signing this Agreement on behalf of DOCUBRIDGE is duly authorized to act for and bind DOCUBRIDGE.

CUSTOMER represents that it is an entity duly organized, validly existing, and in good standing under the laws of its jurisdiction, with the necessary authority and approvals to execute and deliver this Agreement, and the individual signing on behalf of CUSTOMER is authorized to bind CUSTOMER.

Functionality; Definition. DOCUBRIDGE represents and warrants to CUSTOMER that The Product possesses the functional capabilities described in Exhibit A.

Intellectual Property. DOCUBRIDGE represents and warrants to CUSTOMER that The Product and CUSTOMER’s use of The Product in accordance with the Agreement do not and shall not infringe upon, or constitute a theft or misappropriation of, any intellectual property rights, or any other proprietary right, of any third party.

Exceptions and Disclaimer. EXCEPT AS EXPRESSLY STATED IN THIS SECTION OF THE AGREEMENT, DOCUBRIDGE MAKES NO REPRESENTATIONS OR WARRANTIES, ORAL OR WRITTEN, EXPRESS OR IMPLIED, ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR TITLE. ADDITIONALLY, DOCUBRIDGE MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING, NOR SHALL DOCUBRIDGE HAVE ANY LIABILITY WITH RESPECT TO, ANY THIRD PARTY PRODUCTS OR SERVICES.

Proprietary Information and Confidentiality

Confidential Information of DOCUBRIDGE. CUSTOMER agrees that DOCUBRIDGE’s software, training methods and materials, and associated documents and work products contain proprietary information, including trade secrets ("Proprietary Information") that are the exclusive property of DOCUBRIDGE. CUSTOMER and its employees and agents shall maintain the confidentiality of such Proprietary Information and not sell, license, publish, display, distribute, disclose or otherwise make available such Proprietary Information to any third party nor use such Proprietary Information except for CUSTOMER’s internal purposes in accordance with this Agreement. Title to all of DOCUBRIDGE’s proprietary information and all related patent, copyright, trademark, trade secret, intellectual property and other ownership rights of DOCUBRIDGE shall be and remain exclusively with DOCUBRIDGE, even with respect to such items that were created by DOCUBRIDGE specifically for or on behalf of CUSTOMER. This obligation of non-disclosure and non-use of Proprietary Information shall be effective during the term of this Agreement and shall remain in force following the expiration or termination of this Agreement. It is acknowledged and agreed that the potential harm to DOCUBRIDGE of any breach of this confidentiality obligation cannot be adequately compensated by money damages. Thus, DOCUBRIDGE shall be entitled to seek and obtain equitable and injunctive relief in the event of a breach or threatened breach of the confidentiality obligations. 

Notwithstanding the foregoing, in no event shall CUSTOMER have any obligation of confidentiality relative to any information which (i) is in the public domain or comes into the public domain other than through breach of this Agreement by CUSTOMER; (ii) was known to CUSTOMER prior to disclosure by DOCUBRIDGE as shown by written records; (iii) is disclosed to CUSTOMER by a third party having legal right to do so; or, (iv) is required to be disclosed by law or court order.

Confidential Information of CUSTOMER.  DOCUBRIDGE agrees that all information concerning CUSTOMER’s affairs, its trade secrets, and techniques, workflow information, or processes (collectively "Data"), which DOCUBRIDGE may learn while performing service hereunder shall neither be disclosed by DOCUBRIDGE nor used by DOCUBRIDGE for any purpose other than on behalf of and in furtherance of CUSTOMER’s business interests in accordance with the terms of this Agreement. Without the prior, written content of CUSTOMER, to be granted or withheld in its sole discretion, DOCUBRIDGE shall not disseminate or divulge the Data to any person or entity, other than as set forth herein. DOCUBRIDGE shall limit access to the Data to such persons who have a need for access to the Data for the purpose of developing, upgrading, maintaining, servicing, installing or providing technical support in connection with completing DOCUBRIDGE’s requirements under this Agreement. This obligation of non-disclosure and non-use of Data shall be effective during the term of this Agreement and shall remain in force following the expiration or termination of this Agreement. It is acknowledged and agreed that the potential harm to CUSTOMER of any breach of this confidentiality obligation cannot be adequately compensated by money damages. Thus, CUSTOMER shall be entitled to seek and obtain equitable and injunctive relief in the event of a breach or threatened breach of the confidentiality obligations. 

Notwithstanding the foregoing, in no event shall DOCUBRIDGE have any obligation of confidentiality relative to any information which (i) is in the public domain or comes into the public domain other than through breach of this Agreement by CUSTOMER; (ii) was known to DOCUBRIDGE prior to disclosure by CUSTOMER as shown by written records; (iii) is disclosed to DOCUBRIDGE by a third party having legal right to do so; or, (iv) is required to be disclosed by law or court order.  

Notwithstanding anything to the contrary in this Agreement, DOCUBRIDGE may disclose results, findings and conclusions resulting from CUSTOMER’s use of The Product (collectively, “Information”) to third parties, including without limitation in case studies.

Ability for Public Acknowledgement

DOCUBRIDGE acknowledges that CUSTOMER owns all rights to the name, logos, and symbols of CUSTOMER ("CUSTOMER Marks"). No displays or other advertising may state or imply that CUSTOMER endorses DOCUBRIDGE's products and services. CUSTOMER hereby grants DOCUBRIDGE a term-limited, non-exclusive, royalty-free license to use the CUSTOMER Marks and marketing materials on DOCUBRIDGE’s website and marketing materials in order to disclose that CUSTOMER is a user of The Product. 

Indemnification

CUSTOMER. CUSTOMER agrees to indemnify and hold harmless DOCUBRIDGE, its agents, officers and employees from and against any liability, cost or expense, arising out of or associated with any claim for damages and/or personal injury, including death therefrom, to any person, or property damage or loss, (collectively, "Claims"), arising solely from CUSTOMER’s grossly negligent acts, omissions or willful misconduct. Provided however, CUSTOMER shall not indemnify, defend or hold harmless DOCUBRIDGE from and against any liability, cost or expense arising out of the negligent acts or omissions or willful misconduct of DOCUBRIDGE or the independent acts of third parties not affiliated with CUSTOMER. 

DOCUBRIDGE. DOCUBRIDGE shall indemnify, defend and hold harmless the CUSTOMER, and its agents, officers and employees (the "Indemnified Parties") from and against any Claims (a) arising from DOCUBRIDGE’s negligent acts or omissions or willful misconduct; (b) resulting from any third-party claim asserted against CUSTOMER: (i) arising out of or in connection with the provision of The Product under this Agreement, except to the extent the damage was caused by reason of an Indemnified Party’s negligence; or (ii) with respect to the breach or alleged breach by DOCUBRIDGE of the warranties, representations or covenants contained in this Agreement; or (c) alleging that The Product or CUSTOMER’s use of The Product in accordance with the provisions of this Agreement infringe any third party’s intellectual property rights. Notwithstanding the foregoing, DOCUBRIDGE shall not be required to indemnify, defend or hold harmless the Indemnified Parties from and against any liability, cost or expense to the extent arising out of the negligent acts or omissions or willful misconduct of the Indemnified Parties or the independent acts of third parties not affiliated with DOCUBRIDGE.

Limitations on Consequential Damages

TO THE EXTENT ALLOWED BY LAW, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY OR ANY OTHER PERSON FOR LOST REVENUES, LOST PROFITS, LOSS OF BUSINESS, PERSONAL INJURY, WRONGFUL DEATH, OR ANY INCIDENTAL, INDIRECT, EXEMPLARY, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES OF ANY KIND, INCLUDING SUCH DAMAGES ARISING FROM ANY BREACH OF THIS AGREEMENT OR ANY TERMINATION OF THIS AGREEMENT, WHETHER SUCH LIABILITY IS ASSERTED ON THE BASIS OF CONTRACT, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY), OR OTHERWISE AND WHETHER OR NOT FORESEEABLE, EVEN IF SUCH PARTY HAS BEEN ADVISED OR WAS AWARE OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES.

NOTWITHSTANDING THE FOREGOING, IN NO CASE WILL DOCUBRIDGE’S LIABILITY TO CUSTOMER UNDER THIS AGREEMENT EXCEED THE AMOUNT PAID BY CUSTOMER IN THE TWELVE (12) MONTHS PRECEDING ANY CLAIM LEADING TO SUCH LIABILITY.

Termination and Default

Breach. In the event of a material failure by a party to this Agreement to perform in accordance with the terms of this Agreement ("default"), the other party may terminate this Agreement upon thirty (30) days written notice of termination setting forth the nature of the material failure; provided that, the material failure is through no fault of the terminating party. The termination will not be effective if the material failure is fully cured prior to the end of the thirty-day period. 

Effect of Termination. Upon a termination of this Agreement, whether under this “Termination and Default” Section or otherwise, CUSTOMER shall: (a) discontinue all use of The Product and related documentation, (b) promptly return to DOCUBRIDGE all copies of The Product and related documentation then in CUSTOMER's possession, and (c) upon DOCUBRIDGE’s written request, give written notice to DOCUBRIDGE certifying that all copies of The Product and related documentation have been permanently deleted from its computers. Termination under this Section does not relieve the party’s from liability for any default or breach under this Agreement, including, without limitation, CUSTOMER’s obligation to pay DOCUBRIDGE in accordance with this Agreement. The provisions of Sections “Proprietary Information and Confidentiality”, “Indemnification”, and “Limitations on Consequential Damages” shall survive any termination of this Agreement.

Relationship of the Parties

For all purposes of this Agreement and notwithstanding any provision of this Agreement to the contrary, DOCUBRIDGE is an independent entity and is not an employee, joint venturer, or agent of CUSTOMER. DOCUBRIDGE will not bind nor attempt to bind CUSTOMER to any agreement or contract. As an independent entity, DOCUBRIDGE is solely responsible for all taxes, withholdings, and other statutory or contractual obligations of any sort, including without limitation workers’ compensation insurance.

For all purposes of this Agreement and notwithstanding any provision of this Agreement to the contrary, CUSTOMER is an independent entity and is not an employee, joint venturer, or agent of DOCUBRIDGE. CUSTOMER will not bind nor attempt to bind DOCUBRIDGE to any agreement or contract. As an independent entity, CUSTOMER is solely responsible for all taxes, withholdings, and other statutory or contractual obligations of any sort, including without limitation workers’ compensation insurance.

Governing Law

This Agreement and all of the rights and obligations of the parties hereto and all of the terms and conditions hereof shall be construed, interpreted and applied in accordance with and governed by and enforced under the laws of the State of California.

Miscellaneous

Entire Agreement; Modifications. This Agreement supersedes all prior agreements, written or oral, between DOCUBRIDGE and CUSTOMER and will constitute the entire agreement and understanding between the parties with respect to the subject matter of this Agreement. This Agreement and each of its provisions will be binding upon the parties and may not be waived, modified, amended or altered except by a writing signed by both CUSTOMER and DOCUBRIDGE.

Assignment. DOCUBRIDGE shall not assign this Agreement or any of its rights hereunder, nor delegate any of its obligations hereunder, without CUSTOMER’s prior written consent.

Force Majeure. Neither party hereto will be liable or responsible to the other for any loss or damage or for any delays or failure to perform due to causes beyond its reasonable control including, but not limited to, acts of God, strikes, epidemics, war, riots, flood, fire, sabotage, or any other circumstances of like character.

Captions. The captions of sections and subsections in this Agreement are for convenience only and will not be considered or referred to in resolving questions of interpretation or construction.

Waivers. No delay or omission in exercising any right accruing upon a default in performance of this Agreement will impair any right or be construed to be a waiver of any right. A waiver of any default under this Agreement will not be construed to be a waiver of any subsequent default under this Agreement.

Notices. Except as otherwise provided in this Section, all notices, consents, approvals, demands, requests, or other communications provided for or permitted under any provisions of this Agreement shall be in writing and deemed duly given when sent via email to the designated email addresses below or as updated by either party in writing:

If to CUSTOMER: Shall be designated by CUSTOMER in Stripe onboarding.

If to DOCUBRIDGE: admin@docubridge.ai

Either party may update their email address by giving written notice to the other party in accordance with this Section.

Severability. In case any provision of this Agreement will, for any reason, be held invalid or unenforceable in any respect, the invalidity or unenforceability will not affect any other provision of this Agreement, and this Agreement will be construed as if the invalid or unenforceable provision had not been included.

Exhibit A; The Product.

DOCUBRIDGE will provide to CUSTOMER The Product in accordance with the terms of this Agreement:

DOCUBRIDGE will provide an Excel add-in designed to automate financial modeling, tracking, and related automation tasks for finance workflows. The software enables customers to accelerate financial modeling, data cleaning, tracking, and searching, and document workflows with the usage of artificial intelligence.