| | User Agreement
THE FOLLOWING DESCRIBES THE TERMS ON WHICH INVOICE.COM OFFERS YOU ACCESS TO OUR
SERVICES.
This User Agreement ("Agreement") is a contract between you
and Invoice.com, Inc. and applies to your use of the Invoice.com service and any
related products and services available through www.Invoice.com (collectively the
"Service"). If you do not agree to be bound by the terms and conditions of this
Agreement, please do not use or access our Services.
You must read, agree with, and accept all of the terms and conditions contained in this
Agreement and the Privacy Policy, which include those terms and conditions
expressly set out below and those incorporated by reference, before you may
become a member of Invoice.com. We strongly recommend that, as you read this
Agreement, you also access and read the information contained in the other pages
and websites referred to in this document, as they may contain further terms and
conditions that apply to you as a Invoice.com user. Please note: underlined words and
phrases are links to these pages and websites. By accepting this Agreement, you
also agree that your use of other Invoice.com websites and Services will be governed
by the terms and conditions posted on those websites.
For additional information about the Service and how it works, please also consult
the Invoice.com Help Center.
We may amend this Agreement at any time by posting the
amended terms on our site. Except as stated below, all amended terms shall be
effective 30 days after they are initially posted on our site.
In this Agreement, "you" or "your" means any person or entity using the Service
("Users"). Unless otherwise stated, "Invoice.com," "we"
or "our" will refer collectively to Invoice.com, Inc. and any of its subsidiaries.
This Agreement was last modified on March 26, 2003.
- Eligibility.
In order to use the Service, you must register for a Business account. Users
may only hold one business account. Our Services are only available to individuals
or businesses that can form legally binding contracts under applicable law. Without
limiting the foregoing, our Service is not available to minors, or persons who are
suspended from our Service.
- The Legal Relationship between You and Invoice.com.
2.1 Appointed Agent. Invoice.com acts as a facilitator
to help you accept payments from your customers. We act as
your agent based upon your direction and your requests to use our Services that
require us to perform tasks on your behalf. You acknowledge that (i) Invoice.com
is not a bank and the Service is
an invoice presentment service rather than a banking service, and (ii) Invoice.com
is not acting as a trustee, fiduciary or escrow with respect to your funds, but is
acting only as a facilitator.
If you intend to accept on-line
payments/credit card transactions for your invoices, you will be receiving services
provided by a third party "Payment Processor", and the terms
of the Payment Processors user agreement and privacy policies will govern your rights,
obligations and liabilities with respect to such transactions.
2.2 Internet Service Provider. Invoice.com acts as an Internet
service provider by creating, hosting, maintaining and providing our Service to
you via the Internet. We do not have any control over the products or services
that are paid for with our Service. We cannot ensure that the customer you are
dealing with will actually complete the transaction.
2.3 Identity Authentication. We use many techniques to
identify our users when they register on our site. Verification of Users is only
an indication of increased likelihood that a User's identity is correct. You
authorize Invoice.com, directly or through third parties, to make any inquiries we
consider necessary to validate your registration. This may include ordering a
credit report and performing other credit checks or verifying the information
you provide against third party databases. However, because user verification on
the Internet is difficult, Invoice.com cannot and does not guarantee any user's
identity.
2.4 Release. In the event that you have a dispute with one or more customers,
you release Invoice.com (and our officers, directors, agents, subsidiaries, joint
ventures and employees) from any and all claims, demands and damages (actual and
consequential) of every kind and nature
arising out of or in any way connected with such disputes.
2.5 No Warranty. WE, OUR SUBSIDIARIES, EMPLOYEES AND OUR SUPPLIERS PROVIDE
OUR SERVICES "AS IS" AND
WITHOUT ANY WARRANTY OR CONDITION, EXPRESS, IMPLIED OR STATUTORY. WE, OUR
PARENT, SUBSIDIARIES, EMPLOYEES AND OUR SUPPLIERS SPECIFICALLY DISCLAIM ANY
IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE
AND NON-INFRINGEMENT.
2.6 Limitation of Liability. IN NO EVENT SHALL WE, OUR SUBSIDIARIES, EMPLOYEES OR
OUR SUPPLIERS BE LIABLE FOR LOST PROFITS OR ANY SPECIAL, INCIDENTAL OR
CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH OUR WEB SITE, LOSS OF
DATA, OUR
SERVICE, OR THIS AGREEMENT (HOWEVER ARISING, INCLUDING NEGLIGENCE). Some states
do not allow the exclusion of limitation of incidental or consequential damages
so the above limitation or exclusion may not apply to you.
OUR LIABILITY, AND THE LIABILITY OF OUR SUBSIDIARIES, EMPLOYEES AND
SUPPLIERS, TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE IS LIMITED TO THE
ACTUAL AMOUNT OF DIRECT DAMAGES.
2.7 Indemnification. You agree to indemnify and hold Invoice.com, its
subsidiaries, affiliates, officers, directors and employees harmless from any
claim or demand (including attorneys' fees) made or incurred by any third party
due to or arising out of your breach of this Agreement or the documents it
incorporates by reference, or your violation of any law or the rights of a third
party relating to your use of the Service.
- Fees.
3.1 Invoice fees are refundable up to 7-days from the date of purchase. After 7
days, Invoice purchase fees are not refundable.
3.2 All fees will be assessed in U.S. dollars unless otherwise specified.
- International Use.
To be eligible for an account, you warrant that you are
violating no law or regulation by your use of Invoice.com.
- Receiving Payments.
5.1 If you opt to set-up a payment gateway with a third
party "Payment Processor" you will be bound by the privacy policy,
terms and conditions of the Payment Processor.
5.2 Invoice.com will not be held liable for any failed transactions
initiated through a third party Payment Processor.
- Your Information and Restricted Activities
6.1 Definition. "Your Information" is defined as
any information you provide to us or other users in the registration or other
features of our Service. You are solely responsible for
Your Information, as we act as a passive conduit for your online distribution
and publication of Your Information.
6.2 Restricted Activities. Your Information and your activities
through our Service shall not: (a) be false, inaccurate
or misleading; (b) be fraudulent or involve the sale of counterfeit or stolen
items; (c) be related in any way to gambling and/or
gaming activities, including but not limited to payment or the acceptance of
payments for wagers, gambling debts or gambling winnings, regardless of the
location or type of gambling activity (including online and offline casinos,
sports wagering and office pools), with the exception of payments for gaming
transactions that are expressly authorized by law in the jurisdiction of both
the sender and the recipient of the payment; (d) infringe on any third party's
copyright, patent, trademark, trade secret or other property rights or rights of
publicity or privacy; (e) violate any law, statute, ordinance, contract or
regulation (including, but not limited to, those governing financial services,
consumer protection, unfair competition, anti-discrimination, or false
advertising); (f) be defamatory, trade libelous, unlawfully threatening or
unlawfully harassing; (g) be obscene or contain child pornography; (h) contain
any viruses, spyware, Trojan horses, worms, time bombs cancelbots, easter eggs or other
computer programming routines that may damage, detrimentally interfere with,
surreptitiously intercept or expropriate any system, data or other personal
information; and (i) create liability for us or cause us to lose (in whole or in
part) the services of our ISP's or other suppliers. If you use, or attempt to
use the Service for purposes other than sending invoices and
managing your account, including but not limited to tampering, hacking,
modifying or otherwise corrupting the security or functionality of Service, your
account will be terminated and you will be subject to damages and other
penalties, including criminal prosecution where available.
6.3 License. Solely to enable Invoice.com to use the information
you supply us with, so that we are not violating any rights you might have in
that information, you agree to grant us a non-exclusive, worldwide,
royalty-free, perpetual, irrevocable, sublicensible (through multiple tiers)
right to exercise the copyright, publicity, and database rights (but no other
rights) you have in Your Information, in any media now known or not currently
known, with respect to Your Information. Invoice.com will use and protect Your
Information in accordance with our Privacy Policy.
6.4 Trademarks. Invoice.com, and all related logos,
products and services described in this website are either trademarks or
registered trademarks of Invoice.com, Inc., or its licensors, and (aside from the
circumstances described below) may not be copied, imitated or used, in whole or
in part, without the prior written permission of Invoice.com. In addition, all page
headers, custom graphics, button icons, and scripts are service marks,
trademarks, and/or trade dress of Invoice.com and may not be copied, imitated, or
used, in whole or in part, without the prior written permission of Invoice.com.
Notwithstanding the above, HTML logos provided by Invoice.com may be used without
prior written consent for the purpose of
directing web traffic to the Service. These Logos may not be altered, modified,
or changed in any way, or used in a manner that is disparaging to Invoice.com or the
Service. Logos may not be displayed in any manner that implies sponsorship or
endorsement by Invoice.com. Invoice.com is a presentment service, and no partnership, joint
venture, employee-employer or franchiser-franchisee relationship is intended or
created by this Agreement.
- Access and Interference.
Our web site contains
robot exclusion headers and you agree that you will not use any robot, spider,
other automatic device, or manual process to monitor or copy our web pages or
the content contained herein without our prior expressed written permission. You
agree that you will not use any device, software or routine to bypass our robot
exclusion headers, or to interfere or attempt to interfere with the proper
working of the Invoice.com site or any activities conducted on our site. You agree
that you will not take any action that imposes an unreasonable or
disproportionately large load on our infrastructure. Much of the information on
our site is proprietary or is licensed to Invoice.com by our users or third parties.
You agree that you will not copy, reproduce, alter, modify, create derivative
works, publicly display or frame any content (except for Your Information) from
our web site without the prior expressed written permission of Invoice.com or the
appropriate third party. If you use, or attempt to use the Service for purposes
other than sending and receiving payments and managing your account, including
but not limited to tampering, hacking, modifying or otherwise corrupting the
security or functionality of Service, your account will be terminated and you
will be subject to damages and other penalties, including criminal prosecution
where available.
- Privacy and Security.
We do not sell or rent your personal information to third parties for marketing
purposes without your consent and we only use Your Information as described in
the Privacy Policy. We
view protection of users' privacy as a very important principle. We understand
clearly that you and Your Information are one of our most important assets. We
store and process Your Information on computers located in the United States
that are protected by physical as well as technological security devices. You
should only log in to your Invoice.com account on a page which begins with
https://www.invoice.com/. All of our pages begin with https://www.invoice.com/ and
therefore you should not use any other site that does not begin as such. We use
third parties to verify and certify our privacy principles. Our current Privacy
Policy is available at
http://www.invoice.com/company/privacy_policy.asp.
If you object to your information being transferred or used in this way, please
do not use our Services.
- Termination or Closing Your Account.
You may close your account at any time by clicking the "Close Business" link in the
"Business" section of your account on the Invoice.com website. You may not
use closure of your account as a means of evading investigation. You will remain
liable for all obligations related to your account even after such account is
closed.
- Assignability.
You may not transfer any rights or
obligations you may have under this Agreement without the prior written consent
of Invoice.com. Invoice.com reserves the right to transfer this Agreement or any right or
obligation under this Agreement without your consent.
- Legal Compliance.
You shall comply with all applicable domestic and international laws, statutes,
ordinances, regulations, contracts and applicable licenses regarding your use
of our Services.
- Additional Terms.
The following policies are incorporated into this Agreement by reference and
provide additional terms and conditions related to specific Services we offer:
Privacy Policy
Each of these policies may be changed from time to time and are effective immediately
after we post the changes on our Service, except our Privacy Policy for which we will
provide you with thirty days prior notice. In addition, when using particular Services,
you agree that you are subject to any posted policies or rules applicable which may
be posted in conjunction with those Services. All such posted polices or rules
are hereby incorporated by reference into this Agreement.
- Notices.
13.1 Electronic Communications. You agree that
this Agreement constitutes "a writing signed by You" under any applicable law or
regulation. To the fullest extent permitted by applicable law, this Agreement
and any other agreements, notices or other communications regarding your account
and/or your use of the Service ("Communications"), may be provided to you
electronically and you agree to receive all Communications from Invoice.com in
electronic form. Electronic Communications may be posted on the pages within the
Invoice.com website and/or delivered to your e-mail address. You may print a copy of
any Communications and retain it for your records. All Communications in either
electronic or paper format will be considered to be in "writing," and to have
been received no later than five (5) business days after posting or
dissemination, whether or not you have received or retrieved the Communication. Invoice.com
reserves the right but assumes no obligation to provide Communications in
paper format.
13.2 Credit Report. You agree
that Invoice.com may order and review your credit report with the sole purpose of
assessing your fitness to hold a Invoice.com account and/or your ability to use the
Service or features thereof.
13.3 Procedure.
Except as explicitly stated otherwise, any notices shall be given by postal mail
to Invoice.com Inc., 15821 NE 8th St. Suite #W200, Bellevue WA 98008 (in the case of
Invoice.com) or to our online message center or the
email address you provide to Invoice.com during the registration process (in your
case). Notice shall be deemed given 24 hours after posted or email is sent,
unless the sending party is aware that the electronic communication was not
received. Alternatively, we may give you notice by mail to the address provided
to Invoice.com during the registration process. In such case, notice shall be deemed
given 3 days after the date of mailing.
- Legal Disputes. In the event a dispute arises
between you and Invoice.com, our goal is to provide you with a neutral and cost
effective means of resolving the dispute quickly. Accordingly, you and Invoice.com
agree that any controversy or claim at law or equity that arises out of this
Agreement or Invoice.com's services ("Claims") shall be resolved in accordance with
one of the subsections below, or as otherwise mutually agreed upon in writing by
the parties. Before resorting to these alternatives, Invoice.com strongly encourages
users first to contact Invoice.com directly to seek a resolution. Invoice.com will
consider reasonable requests to resolve the dispute through alternative dispute
resolution procedures, such as mediation, as an alternative to litigation.
14.1 Arbitration. For any Claim (excluding Claims
for injunctive or other equitable relief) where the total amount of the award
sought is less than $10,000, you or Invoice.com may elect to resolve the dispute
through binding arbitration conducted by telephone, on-line, and/or based solely
upon written submissions where no in-person appearance is required. In such
cases, the arbitration shall be administered by the American Arbitration
Association or JAMS, in accordance with their applicable rules, or any other
established ADR provider mutually agreed upon by the parties. Any judgment on
the award rendered by the arbitrator may be entered in any court having
jurisdiction thereof.
14.2 Court.
Alternatively, any Claim may be adjudicated by a court of competent jurisdiction
located in Bellevue, Washington. You and Invoice.com agree to submit to the personal
jurisdiction of the courts located within the county of Bellevue, Washington.
14.3 Alternative Dispute Resolution. Invoice.com
will consider use of other alternative forms of dispute resolution, such as
binding arbitration to be held in Bellevue, Washington.
14.4 Violations of Section 14. All Claims (excluding requests for injunctive
or equitable relief) between the parties must be resolved using the dispute
resolution mechanism that is selected in accordance with this Section by the
party first to assert a Claim, either through a court filing or commencement of
arbitration.
- General.
This Agreement is governed by and interpreted under the laws of the state of
Washington, U.S. as such laws are
applied to agreements entered into and to be performed entirely within
Washington by Washington residents. Notwithstanding the foregoing sentence, the
Federal Arbitration Act ("FAA"), and all of its rules and procedures, shall
govern Section 14 hereof, to the extent that the FAA is inconsistent with
Washington law. We do not guarantee continuous, uninterrupted or secure access
to our service, and operation of our site may be interfered with by numerous
factors outside of our control. If any provision of this Agreement is held to be
invalid or unenforceable, such provision shall be struck and the remaining
provisions shall be enforced. You agree that this Agreement and all incorporated
agreements may be automatically assigned by Invoice.com, in our sole discretion, to a
third party in the event of a merger or acquisition. Headings are for reference
purposes only and in no way define, limit, construe or describe the scope or
extent of such section. Our failure to act with respect to a breach by you or
others does not waive our right to act with respect to subsequent or similar
breaches. This Agreement and the documents it incorporates set forth the entire
understanding between us with respect to the subject matter hereof. Sections (3)
Fees, (2.4) Release, (7) Access and Interference, (2.6) Limitation of Liability,
(2.7) Indemnity, and (14) Legal Disputes shall survive any termination or
expiration of this Agreement.
- Disclosures.
The Services are offered by Invoice.com Inc., located at 15821 NE 8th St. Suite
#W200, Bellevue, Washington, 98008. If you are
a Washington resident, you may have this same information emailed to you by
sending a letter to the address above with your email address and a request for
this information.
Disputes between you and Invoice.com regarding our Services may
be reported to Customer Support by going to the Invoice.com Help Center.
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