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Payactiv Master Services Agreement Review & Rating

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Top 12% contract ranking
Contract
Ranking
Top 12%
Ranking

The vendor's agreements were benchmarked against thousands of vendor forms and are in the top 12% for customer favorability.

0
Deal Breakers

70% customer favorability, based on 750 plus contract signals powered by Certify.

70%
Customer Favorable

Indicates balanced, low-risk terms favorable to the customer.

Verified

Top 12% IT contract. No structural blockers. Procurement-ready.

Risk Summary

A concise snapshot of key risks, their impact, and priority concerns.

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Topic
Rating
Details
Liability and Risk Allocation
90% Customer Favorable

Insurance

Insurance requirements

  • Payactiv is not required to carry any form of insurance

Summary

Liability cap

  • Payactiv's liability is capped at 12 months' fees
  • There is no secondary cap on Payactiv's liability
  • Customer's liability is capped at 12 months' fees
  • There is no secondary liability cap on Customer's liability

Exceptions to the liability cap

  • Indemnification obligations relating to data are excluded from the cap on Payactiv's liability
  • Indemnification obligations relating to IP infringement are excluded from the cap on Payactiv's liability
  • At least some indemnification obligations (other than relating to data or IP infringement) are excluded from the cap on Payactiv's liability - see citation
  • Claims related to payment obligations by Customer are excluded from the cap on Customer's liability
  • At least some indemnification obligations (other than relating to data or IP infringement) are excluded from the cap on Customer's liability

Excluded damages

  • One or more forms of indirect damages are excluded from Payactiv's liability
  • One or more forms of indirect damages are excluded from Customer's liability

Exceptions to excluded damages

  • There are no exceptions to the damages excluded from Payactiv's liability
  • There are no exceptions to the damages excluded from Customer's liability

Timing of claims

  • There are no limits on when claims must be brought by Customer
  • There are no limits on when claims must be brought by Payactiv

Claims

  • Payactiv indemnifies Customer for claims based on third-party IP infringement
  • Payactiv indemnifies Customer for data related claims (e.g., data breach, loss of data, etc.)
  • Payactiv indemnifies Customer for claims arising from fraud or willful misconduct
  • Payactiv indemnifies Customer for claims arising from gross negligence or recklessness
  • Payactiv indemnifies Customer for certain claims that TermScout was unable to classify - see citation
  • Payactiv indemnifies Customer for claims based on breach of any provision in the contract
  • Customer indemnifies Payactiv for claims arising from fraud or willful misconduct
  • Customer indemnifies Payactiv for claims arising from gross negligence or recklessness
  • Customer indemnifies Payactiv for claims arising from violation of laws
  • Customer indemnifies Payactiv for claims based on Customer's breach of any provision of the contract

Scope of obligations

  • Payactiv's IP indemnification covers all types of IP
  • Payactiv's indemnification obligations are not the exclusive remedy for indemnified claims
  • Payactiv's indemnification includes the obligation to provide a defense
  • Payactiv's indemnification includes the obligation to hold harmless
  • Customer's indemnification obligations are limited to third-party claims
  • Customer's indemnification obligations are not the exclusive remedy for indemnifiable claims
  • Customer's indemnification includes the obligation to provide a defense
  • Customer's indemnification includes the obligation to hold harmless

Limitations, conditions, or exclusions

  • Obligations include conditions regarding Customer's cooperation or Payactiv's control of the defense
  • Payactiv's indemnity obligations include conditions regarding settlements
  • There are time constraints on when Customer must notify Payactiv of an indemnifiable claim
  • Obligations include conditions regarding Payactiv's cooperation or Payactiv's control of the defense
  • Customer's indemnity obligations include conditions regarding settlements
  • There are time constraints on when Payactiv must notify Customer of an indemnifiable claim

Warranties Offered

SLAs

  • Payactiv does not offer an SLA regarding uptime
  • Payactiv does not offer any other form of SLA

Implied warranties

  • Payactiv disclaims some or all implied warranties
Data & Privacy
70% Customer Favorable

Data Rights

Data provided by Customer

  • Payactiv does not claim ownership of any data provided by Customer
  • Payactiv receives rights to use data provided by Customer to comply with applicable law

Data Security

Subprocessor obligations

  • The contract does not list subprocessors
  • Payactiv is required to ensure that subprocessors are bound by data or privacy requirements similar to those in this contract

Security commitments

  • Payactiv makes contractually binding data security commitments

Third party audits, standards, or certifications

  • Payactiv commits to comply with at least one third-party data security audit, standard, or certification
  • Payactiv commits to Soc 1 audits
  • Payactiv commits to Soc 2 audits
  • Payactiv commits to ISO 27001 standards and/or certification
  • There are no qualifications and/or limitations to Payactiv's commitments to comply with third-party data security audits, standards, or certifications

Data breach notification policy

  • Payactiv commits to notifying Customer of a security breach impacting Customer's data

Summary

Vendor's confidential information

  • Customer must provide some protection of Payactiv's confidential information

Customer's confidential information

  • Payactiv must provide some protection of Customer's confidential information
  • Payactiv explicitly commits not to disclose Customer's confidential information, except as necessary to provide the services
  • Payactiv explicitly commits not to use Customer's confidential information, except as necessary to provide the services

Mutuality

  • All commitments concerning confidential information are mutual

Residuals clause

  • There is no residuals clause

Warranties Offered

Compliance with documentation/specifications

  • Payactiv does not warrant that the services will comply with documentation or specifications

Other warranties

  • Payactiv provides warranties regarding data or data security
Commercial & Payment Terms
60% Balanced Favoring Customer

Payment Terms

Late payment penalties

  • There are no penalties for late payments

Payments due

  • Customer's payment terms are either less than 30 days or not specified in the Agreement

Vendor's expenses

  • Payactiv does not reserve the right to bill Customer for any expenses incurred by Payactiv
Term, Termination, & Control
70% Customer Favorable

Summary

Customer's termination rights

  • Customer has certain rights to terminate for cause

Refunds

  • Customer's termination rights do not include the right to a refund

Auto-renewal

  • The contract has auto-renew language, but Customer may opt out
  • The contract has auto-renewal language and Customer may opt out by giving greater than 45 days' notice

Vendor's termination and suspension rights

  • Payactiv does not receive the right to terminate the contract for convenience
  • Customer has between 11 and 30 days to cure a breach before Payactiv can terminate for cause
  • Payactiv may suspend Customer's access to the service for material breach of the contract
  • Payactiv may suspend Customer's access to the service for violation of Payactiv's policies and/or guidelines
  • Payactiv may suspend Customer's access in order to prevent material harm
  • Payactiv may suspend Customer's access to the service for reasons TermScout was unable to classify - see citation
IP & Ownership
60% Balanced Favoring Vendor

Customer's IP

Licenses to Customer IP

  • Payactiv receives a right to Customer's suggestions and/or feedback
  • Payactiv receives a right to Customer trademarks
  • Payactiv receives the right to use Customer's name and/or marks publicly

Publicity rights

  • Payactiv's use of Customer's name and/or marks is subject to Customer's guidelines

Assignment of Customer IP or work product

  • Customer does not assign any work product or other IP to Payactiv

Warranties Offered

Other warranties

  • Payactiv provides warranties regarding its authority to enter into this contract and/or the validity of this contract
Restrictions & Controls
80% Customer Favorable

Summary

Non-compete

  • There are no restrictions on Customer's right to compete with Payactiv

Non-solicit

  • There are no restrictions on Customer's right to solicit

Exclusivity

  • There are no restrictions on Customer's ability to procure similar products or services from other vendors

Vendor's assignment rights

  • Payactiv is allowed to assign in the event of a merger or acquisition
  • Payactiv is allowed to assign in the event of a corporate reorganization
  • There are no consent requirements restricting Payactiv's ability to assign the contract
  • There are notice requirements restricting Payactiv's ability to assign the contract
  • Notice requirements apply to Payactiv's assignment rights in the event of a merger or acquisition
  • Notice requirements apply to Payactiv's assignment rights in the event of a corporate reorganization
  • There are no restrictions or conditions on Payactiv's right to assign to a competitor of Customer

Customer's assignment rights

  • Customer is allowed to assign in the event of a merger or acquisition
  • Customer is allowed to assign in the event of a corporate reorganization
  • There are no consent requirements restricting Customer's ability to assign the contract
  • There are notice requirements restricting Customer's ability to assign the contract
  • Notice requirements apply to Customer's assignment rights in the event of a merger or acquisition
  • Notice requirements apply to Customer's assignment rights in the event of a corporate reorganization
  • There are no restrictions or conditions on Customer's right to assign to a competitor of Payactiv

Access the complete methodology and detailed breakdown by downloading the full report for in depth insights

Why this Matters

See value, risks, and position at a glance for better decisions.

A certified contract gives buyers an immediate signal that the agreement has already been independently reviewed against objective standards, so they do not need to start from a blank slate. That means procurement and legal can focus on any truly exceptional issues instead of re-litigating the whole paper, helping the vendor get to usage faster.

When a contract is benchmarked and certified as Balanced or Customer Favorable, buyers know the core terms are already aligned with market norms and defined fairness criteria. That reduces the instinct to redline broadly, because the agreement has already cleared a credibility threshold before negotiation begins.

Certification gives internal stakeholders a common, data-backed basis for approval, which lowers the time spent debating whether the contract is “acceptable”. In practice, that lets procurement, legal, and finance move from review mode to decision mode much faster.

A certified contract signals transparency: the vendor is willing to have its terms independently assessed and publicly displayed as fair, balanced, and market-aligned. That kind of external proof reduces suspicion about hidden risk and makes buyers more comfortable moving forward.

Because certification removes uncertainty early, buyers can spend less time negotiating standard terms and more time deciding whether the product is the right fit. TermScout positions this as a way to cut negotiation friction and accelerate time to signature, which directly shortens the overall deal cycle.

How TrustMark™ Works?

1

Data Extraction

Scans and converts legal text into structured data.

2

Objective Scoring

Clauses benchmarked against market data.

3

Deal Breakers

Risks and non-negotiables flagged early.

4

Benchmarking

Compares your contract to market standards.

5

Certification

Contract validated after meeting risk and score thresholds.

Based on 750 plus contract signals benchmarked against market data.

Certified Contract Reports, Explained

Verified™ contract reviews are reviews of contracts that have been carefully checked by contract experts. This review is designed to help users understand the rights and obligations associated with the Master Services Agreement ("MSA") for Payactiv, Inc.. We looked at the issues found in 'Term Sheets' and did not look for any other issues.

For more information on TermScout's contract review process, visit our methodology page.

In order to qualify for Certification, a contract must meet the following criteria:

  • Achieve a TermScout rating of Balanced or Customer Favorable, and
  • Be free of all designated Deal Breaker clauses.

The difference between certified Balanced and certified Customer Favorable is the TermScout favorability rating achieved by the contract. Each of these criteria is more fully described below.

A contract is balanced when it allocates risks between the parties in a roughly equal manner, as determined by TermScout's two-step, data-driven analysis. First, we use our proprietary AI to abstract over 750 defined data points from each contract we analyze. Then, we use an algorithm to objectively score that data. Because TermScout looks at the exact same set of data points and uses the exact same scoring algorithm in every contract analysis we conduct, you can now compare contracts on an apples-to-apples basis. (You can read more about the data points that TermScout analyzes in every IT contract here.)

This enables us to objectively rate contracts at both the agreement level and by key topic area (e.g., limitations of liability, indemnification, warranties, etc.) and show you which contracts are vendor favorable, which are customer favorable, and which are balanced.

Not all risks are created equal. Even if a contract shifts only a single risk to the buyer, the contract still may not merit certification if that risk is material enough. Examples of these types of Deal Breakers include exclusivity, complete disclaimers of liability, etc. Accordingly, TermScout will not certify a contract if it contains any of the following Deal Breaker clauses,² which TermScout identified by reference to market data and input from prominent buy-side and sell-side legal experts from TermScout's Innovation Advisory Council:

This makes it nearly impossible for a customer to recover from a vendor, no matter what goes wrong - even if the vendor violates other provisions of the contract.

Signing non-competes means contractually promising not to engage in a certain line of business. This is something most businesses want to avoid where possible.

Agreeing not to solicit a vendor's employees, customers, or vendors sounds reasonable, but it places challenging burdens on the customer to ensure they comply.

Agreeing not to procure similar services from other companies can severely hinder a company's ability to do business.

Privacy laws require companies to follow strict rules with respect to how they handle certain types of data. This clause presents major risks to a company's ability to comply with such laws.

It's extremely rare for a customer to need to assign IP rights to an IT vendor. Doing so can materially jeopardize a company's rights in its own IP.

Since most IT services today are delivered "as a service", customers often upload wide varieties of information onto vendors' servers. Confidentiality commitments are expected by most customers.

The goal of TermScout's reports is to provide users with the data necessary to make an informed decision about whether they can accept the terms. The data provided in TermScout's reports includes:

  • Term Sheet: A full report of the key rights and obligations contained in the agreement.
  • Overall Ratings: TermScout's overall impression of the favorability of the contract vis a vis the parties. These ratings are algorithmic approximations of favorability that are based on market data and the subject views of contract experts with experience in the specific type of contract.
  • Rare Clause Radar: TermScout identifies and surfaces a list of the most rare and material clauses that favor your counterparty.
  • Playbooks: Playbooks are a way of programming into TermScout's software a specific set of acceptance criteria for a contract type. All accounts have access to sample Playbooks for select templates, and Pro accounts have the ability to build custom Playbooks.
  • Comparable Contracts: We'll show a list of contracts sorted by favorability ratings and allow for the comparison of similar contracts based on position, industry, and contract type.
  • Market Data: Any right or obligation in a contract can be compared to market data for similar contract types, including data from TermScout's Contract Market Database™ of thousands of public contracts and anonymized and aggregated data from hundreds of negotiated contracts.

Certified Contract Reports contain only a subset of the above data. To access all of the data available, create a free account here and search for the desired contract in Triage.

Please note that this report focuses on the identification of terms from the contract documents listed under 'Scope of Review' and compares them against a defined set of criteria. Certain services may be subject to additional terms not available to TermScout, such as purchase orders and other deal-specific documents. You should always review the terms associated with the specific service you are using and know that TermScout's ratings generally do not cover (a) services purchased through a reseller, (b) offline variants of any of the Agreements, (c) service-specific terms that override any of the terms discussed here, or (d) free services. You also should consult your legal counsel if you have any questions about the meaning, significance or assessment of any agreement or provision.

TermScout prepared this report with an average use-case customer in mind and operated under the assumptions listed below (the "Key Assumptions"). To the extent that provisions in a contract vary based on specific circumstances that differ from the Key Assumptions, TermScout ignores those variations. Additional contract-level assumptions, if any, are disclosed in 'Notes to Customer'.

Key Assumptions

  1. Customer is an average "end user" of the service (i.e. not a partner, distributor, or developer).
  2. Customer is not a government entity.
  3. Customer is a US-based company and is using the service in the US.
  4. Customer is a paying user (i.e. not a user of free services).
  5. Customer is not using beta services.
  6. Unless otherwise noted, service-specific terms that may override or supersede the terms of the Agreement are not reviewed by TermScout.

We reviewed the MSA for Payactiv and any documents specifically listed under 'Scope of Review'. For purposes of this report, "Customer" means the party contracting with Payactiv and "Vendor" means Payactiv.

References herein to the "Agreement" are to the following documents:

TermScout did not review any documents other than those listed above. If other documents form part of this Agreement, the answers provided by TermScout may be incomplete or incorrect. TermScout's accuracy commitments only cover documents specifically identified in this section.

TermScout did not take product-specific terms into account for this review as their applicability will vary.

View a full breakdown of our contract certification deal breakers.

Frequently Asked Questions

Find quick answers to the most common questions about our platform, process, and agreements.

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Compliance and legal teams often escalate agreements when retention obligations for employee information are vague, overly broad, or disconnected from operational necessity. Additional scrutiny is common when vendors reserve indefinite storage rights for analytics, platform optimization, or historical reporting purposes without clear deletion procedures. Enterprise buyers increasingly expect HR technology providers to define retention timelines precisely because workforce data frequently carries heightened regulatory, employment, and reputational sensitivity.

HR platforms often manage information tied directly to employee records, payroll, benefits, performance management, and sensitive personnel workflows. As a result, retention practices can affect compliance obligations long after the operational relationship ends. Procurement and compliance teams therefore evaluate whether the agreement creates manageable governance controls around archival storage, backup environments, and downstream access by subprocessors or affiliates. Ambiguous retention rights frequently create approval friction because the long-term exposure may be difficult to monitor operationally.

Agreements often attract additional scrutiny when vendors rely on broad “business purposes” language to justify extended retention periods or when deletion obligations exclude operationally significant systems and derivative datasets. Buyers also react cautiously to contracts that provide limited transparency around backup destruction timelines or reserve unilateral authority to modify retention practices after onboarding. Enterprise review standards increasingly favor narrowly scoped retention rights tied to defined operational and regulatory needs.

Compliance teams frequently treat retention provisions as indicators of broader governance maturity and operational discipline. Vendors generally build more confidence when agreements explain how employee data is retained, segregated, deleted, and audited across the service lifecycle. In contrast, inconsistent or heavily discretionary retention frameworks may signal that operational controls are not fully aligned with enterprise workforce governance expectations. These concerns often lead to extended legal review before procurement approval can proceed.

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