Please read this agreement carefully before using this service.
This agreement is between Invoiced, Inc., a Delaware corporation (Invoiced), and the customer agreeing to these terms (Customer).
By using the Service, clicking “agree,” submitting an order to Invoiced, or otherwise signaling its acceptance of this agreement, Customer is agreeing to be bound by this agreement. If Customer is using the Service or agreeing to this agreement on behalf of or for the benefit of its employer or principal, then: (a) Customer represents and warrants that it has the necessary authority to agree to this agreement on its employer’s or principal’s behalf; (b) Customer does hereby accept this agreement on its employer’s or principal’s behalf, and (c) all references below to “Customer” refer instead to that employer or principal.
This agreement provides Customer access to and usage of an Internet based software service as specified on an order and as further outlined at: invoiced.com (Service).
2. Use of Service
a. Customer Owned Data
All data and logos uploaded by Customer remains the property of Customer, as between Invoiced and Customer (Customer Data). Customer grants Invoiced the right to use, publicly display and distribute the Customer Data for purposes of performing under this agreement. See the Invoiced FAQs (invoiced.com/faq) regarding export of Customer Data.
b. Contractor Access and Usage
Customer may allow its contractors to access the Service in compliance with the terms of this agreement, which access must be for the sole benefit of Customer. Customer is responsible for the compliance with this agreement by its contractors.
c. Customer Responsibilities
Customer (i) must keep its passwords secure and confidential; (ii) is solely responsible for Customer Data and all activity in its account in the Service; (iii) must use commercially reasonable efforts to prevent unauthorized access to its account, and notify Invoiced promptly of any such unauthorized access; and (iv) may use the Service only in accordance with the Service’s Knowledge Base and applicable law.
d. Technical Support
Invoiced must provide customer support for the Service under the terms of Invoiced’s Customer Support Policy (Support) which is located at invoiced.com/support, and is incorporated into this agreement for all purposes.
Invoiced provides access to its application-programming interface (API) as part of the Service for no additional fee. Subject to the other terms of this agreement, Invoiced grants Customer a non-exclusive, nontransferable, terminable license to interact with the API only for purposes of the Service as allowed by the API.
- Customer may not use the API in a manner that fails to comply with the API technical documentation or with any part of the API. If any of these occur, Invoiced can suspend or terminate Customer’s access to the API on a temporary or permanent basis.
- Invoiced may change or remove existing endpoints or fields in API results upon at least 30 days’ notice to Customer, but Invoiced will use commercially reasonable efforts to support the previous version of the API for at least 6 months. Invoiced may add new endpoints or fields in API results without prior notice to Customer.
- The API is provided on an ‘AS IS’ and ‘WHEN AVAILABLE’ basis. Invoiced has no liability to Customer as a result of any change, temporary unavailability, suspension, or termination of access to the API.
f. 14-Day Trial Version
If Customer has registered for a trial use of the Service, Customer may access the Service for a 14-day time period (unless extended by Invoiced in writing). The Service is provided AS IS, with no warranty during this time period. All Customer data will be deleted after the trial period, unless Customer converts its account to a paid Service. Customer’s use of separately-charged functions of the Service (such as sending payments through Vendor Pay) during the trial period may nevertheless incur fees.
g. Vendor Pay
The following additional terms apply to Customer’s use of Vendor Pay as a sender or recipient of payments:
- Customer may not register for or use Vendor Pay unless it is a resident of the United States and (if Customer is a natural person) 18 years of age or older. (For clarity, Customer may be a United States resident even if individual Customer users or personnel are not themselves United States residents.) Customer may not conduct any Vendor Pay transactions for personal, family, or household purposes.
- Subject to any delays caused by financial institutions independent of the Dwolla platform or delays due to fraud or compliance reviews initiated by Invoiced or Dwolla, transfers will normally process in the following time frames: (i) within 3 to 4 business days for transfers from a Bank Account to a Dwolla Account, and (ii) within 1 to 2 business days for transfers from a Dwolla Account to a Bank Account. However, transfer times are not guaranteed in any way.
- Invoiced may (but is not required to) verify Customer’s ownership of any Bank Account Customer links to its Invoiced account. Invoiced may perform this verification directly, through Dwolla or through another vendor.
- As among Customer, Invoiced and Dwolla, Customer is solely responsible for Customer’s payment activity initiated using Vendor Pay, including without limitation any fraudulent activity. Neither Invoiced nor Dwolla has any obligation to ensure that the funds required to complete a payment will be available. Any payment sent or received by Customer may: (i) be reversed in accordance with Invoiced’s, Dwolla’s or its Financial Institution Partners’ risk management policies, (ii) be reversed in accordance with applicable law, including without limitation, by ACH return as defined under the Operating Rules of the National Automated Clearing House Association, (iii) fail due to Customer’s error, (iv) fail due to the provision of inaccurate information by Customer or its end user; or (v) be cancelled or rejected by an end user or the end user’s financial institution (each, a Reversal). Except for any Reversal made in error by Invoiced or Dwolla, Invoiced will charge Customer a returned payment fee (in an amount specified on Invoiced’s pricing page), and CUSTOMER IS LIABLE TO INVOICED, DWOLLA AND ITS FINANCIAL INSTITUTION PARTNERS FOR ANY AND ALL LOSSES (INCLUDING ALL PENALTIES, INTEREST CHARGES, LATE PAYMENT FEES, SERVICE FEES AND INTEREST) CAUSED BY REVERSALS AND ANY OTHER VENDOR PAY OR DWOLLA ACCOUNT ACTIVITY, WHETHER OR NOT AUTHORIZED BY CUSTOMER, INCLUDING UNAUTHORIZED OR ERRONEOUS ACTIVITY INITIATED BY OR ON BEHALF OF CUSTOMER, WHETHER THROUGH MISCONDUCT, NEGLIGENCE, ERROR, OR OTHERWISE. Customer authorizes Invoiced, Dwolla and its Financial Institution Partners to recover any such amounts due to Invoiced, Dwolla and/or its Financial Institution Partners by debiting the available balance in Customer’s Dwolla Account. If the available balance in Customer’s Dwolla account is insufficient or the debit is otherwise not permitted, Customer authorizes Invoiced, Dwolla and its Financial Institution Partners to take any of the following actions to recover the remaining amounts from Customer: (x) debit Customer’s Bank Account(s); (y) request immediate payment from Customer, and, if payment is not received timely, engage in collection efforts; and (z) pursue any rights or remedies available under any of Customer’s agreements with Invoiced or Dwolla (as applicable) for failure to pay amounts owed such party, including, without limitation, termination for non-payment. Invoiced or Dwolla may require that Customer (or its principal) provide a personal guaranty for any amounts owed under this agreement.
- In the event of a dispute between Customer and Invoiced with respect to the Service, Invoiced may provide Dwolla regarding the status and/or resolution of the dispute, as well as any other information Dwolla may reasonably request.
- Invoiced or Dwolla may decline, restrict, or otherwise limit any Vendor Pay transaction and/or Customer’s ability to use Vendor Pay in accordance with Invoiced or Dwolla’s respective risk management policies.
- Dwolla may contact Customer for Dwolla’s fraud investigation or risk management purposes.
INVOICED DISCLAIMS ALL WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE AND FITNESS FOR A PARTICULAR PURPOSE. WHILE INVOICED TAKES REASONABLE PHYSICAL, TECHNICAL AND ADMINISTRATIVE MEASURES TO SECURE THE SERVICE, INVOICED DOES NOT GUARANTEE THAT THE SERVICE CANNOT BE COMPROMISED. CUSTOMER UNDERSTANDS THAT THE SERVICE MAY NOT BE ERROR FREE, AND USE MAY BE INTERRUPTED.
Customer must pay all fees as specified on the order, but if not specified then within 30 days of receipt of an invoice. Customer is responsible for the payment of all sales, use, withholding, VAT and other similar taxes. This agreement contemplates one or more orders for the Service, which orders are governed by the terms of this agreement.
5. Mutual Confidentiality and Data Protection
a. Definition of Confidential Information
Confidential Information means all non-public information disclosed by a party (Discloser) to the other party (Recipient), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure (Confidential Information). Invoiced’s Confidential Information includes without limitation the Service (including without limitation the Service user interface design and layout, and pricing information).
b. Protection of Confidential Information
The Recipient must use the same degree of care that it uses to protect the confidentiality of its own confidential information (but in no event less than reasonable care) not to disclose or use any Confidential Information of the Discloser for any purpose outside the scope of this agreement. The Recipient must make commercially reasonable efforts to limit access to Confidential Information of Discloser to those of its employees and contractors who need such access for purposes consistent with this agreement and who have signed confidentiality agreements with Recipient no less restrictive than the confidentiality terms of this agreement.
Confidential Information excludes information that: (i) is or becomes generally known to the public without breach of any obligation owed to Discloser, (ii) was known to the Recipient prior to its disclosure by the Discloser without breach of any obligation owed to the Discloser, (iii) is received from a third party without breach of any obligation owed to Discloser, or (iv) was independently developed by the Recipient without use or access to the Confidential Information. The Recipient may disclose Confidential Information to the extent required by law or court order, but will provide Discloser with advance notice to seek a protective order.
d. State Data Protection
The Invoiced State Data Processing Addendum located at invoiced.com/legal/united-states-data-protection-addendum is incorporated into this agreement for all purposes to the extent that Customer is required to have a data processing addendum under a US state’s data protection law.
e. UK, EU and US State Data Protection
The Invoiced State Data Processing Addendum located at invoiced.com/legal/global-data-protection-addendum is incorporated into this agreement for all purposes to the extent that Customer located in the EU or UK is required to have a data processing addendum under applicable laws.
6. Proprietary Property
a. Reservation of Rights
The software, workflow processes, user interface, designs, know-how, and other technologies provided by Invoiced as part of the Service are the proprietary property of Invoiced and its licensors, and all right, title and interest in and to such items, including all associated intellectual property rights, remain only with Invoiced. Customer may not remove or modify any proprietary marking or restrictive legends in the Service. Invoiced reserves all rights unless expressly granted in this agreement.
Customer may not (i) sell, resell, rent or lease the Service or use it in a service provider capacity; (ii) use the Service to store or transmit infringing, unsolicited marketing emails, libelous, or otherwise objectionable, unlawful or tortious material, or to store or transmit material in violation of third-party rights; (iii) interfere with or disrupt the integrity or performance of the Service; (iv) attempt to gain unauthorized access to the Service or their related systems or networks; (v) reverse engineer the Service; or (vi) access the Service to build a competitive service or product, or copy any feature, function or graphic for competitive purposes.
c. Aggregate Data
During and after the term of this agreement, Invoiced may use non-personally identifiable Customer Data within the Service for purposes of enhancing the Service, aggregated statistical analysis, technical support and other business purposes.
7. Term and Termination
This agreement continues until all orders have terminated, or (if sooner) until otherwise terminated as provided in this agreement.
b. Mutual Termination for Material Breach
If either party is in material breach of this agreement, the other party may terminate this agreement at the end of a written 14-day notice/cure period, if the breach has not been cured.
c. Suspension for Non-Payment
Invoiced may temporarily suspend or terminate, or both, the Service if Customer’s payment on any invoice is more than 15 days past due. See the Invoiced FAQs (invoiced.com/faq) for details.
d. Maintenance of Customer Data
- Within 90-days after termination, Customer Data will be available as specified in the Invoiced FAQs (invoiced.com/faq).
- After such 90-day period, Invoiced has no obligation to maintain the Customer Data and may destroy it.
e. Return Invoiced Property Upon Termination
Upon termination of this agreement for any reason, Customer must pay Invoiced for any unpaid amounts, and destroy or return all property of Invoiced. Upon Invoiced’s request, Customer will confirm in writing its compliance with this destruction or return requirement.
f. Suspension for Violations of Law
Invoiced may temporarily suspend the Service or remove the applicable Customer Data, or both, if it in good faith believes that, as part of using the Service, Customer has violated a law. Invoiced will attempt to contact Customer in advance.
8. Liability Limit
a. Exclusion of indirect damages
To the maximum extent allowed by law, Invoiced is not liable for any indirect, special, incidental or consequential damages arising out of or related to this agreement (including, without limitation, costs of delay; loss of data, records or information; and lost profits), even if it knows of the possibility of such damage or loss.
b. Total limit on liability
To the maximum extent allowed by law, Invoiced’s total liability arising out of or related to this agreement or the Service (whether in contract, tort or otherwise) shall not exceed the amount paid by Customer to Invoiced within the 6-month period prior to the event that gave rise to the liability.
If any third-party brings a claim against Invoiced, or requires Invoiced to respond to a legal process, related to Customer’s acts, omissions, data or information within the Software, Customer must defend, indemnify and hold Invoiced harmless from and against all damages, losses, and expenses of any kind (including reasonable legal fees and costs) related to such claim or request.
10. Governing Law and Forum
This agreement is governed by the laws of the State of Texas (without regard to conflicts of law principles) for any dispute between the parties or relating in any way to the subject matter of this agreement. Any suit or legal proceeding must be exclusively brought in the federal or state courts for Travis County, Texas, and Customer submits to this personal jurisdiction and venue. Nothing in this agreement prevents either party from seeking injunctive relief in a court of competent jurisdiction. The prevailing party in any litigation is entitled to recover its attorneys’ fees and costs from the other party.
11. Other Terms
a. Entire Agreement and Changes
This agreement and the order constitute the entire agreement between the parties and supersede any prior or contemporaneous negotiations or agreements, whether oral or written, related to this subject matter. Customer is not relying on any representation concerning this subject matter, oral or written, not included in this agreement. No representation, promise or inducement not included in this agreement is binding.
No modification of this agreement is effective unless both parties agree to it (including, without limitation, by signaling acceptance in any way that would have constituted acceptance of the original agreement), and no waiver is effective unless the party waiving the right signs a waiver in writing. If Customer declines to accept a modification of this agreement offered by Invoiced, Invoiced may terminate this agreement or Customer’s ability to make continued use of all or part of the Service.
b. No Assignment
Neither party may assign or transfer this agreement or an order to a third party, except that this agreement with all orders may be assigned, without the consent of the other party, as part of a merger, or sale of substantially all the assets, of a party.
c. Independent Contractors
The parties are independent contractors with respect to each other.
d. Enforceability and Force Majeure
If any term of this agreement is invalid or unenforceable, the other terms remain in effect. Except for the payment of monies, neither party is liable for events beyond its reasonable control, including, without limitation force majeure events.
e. Money Damages Insufficient
Any breach by a party of this agreement or violation of the other party’s intellectual property rights could cause irreparable injury or harm to the other party. The other party may seek a court order to stop any breach or avoid any future breach.
f. No Additional Terms
Invoiced rejects additional or conflicting terms of any Customer form-purchasing document.
g. Order of Precedence
If there is an inconsistency between this agreement and an order, the order prevails.
h. Survival of Terms
Any terms that by their nature survive termination of this agreement for a party to assert its rights and receive the protections of this agreement, will survive. The UN Convention on Contracts for the International Sale of Goods does not apply.
By submitting ideas, suggestions or feedback to Invoiced regarding the Service, Customer agrees that such items submitted do not contain confidential or proprietary information; and Customer hereby grants Invoiced an irrevocable, unlimited, royalty-free and fully-paid perpetual license to use such items for any business purpose.