Nutzungsbedingungen von Invoice2go
Effective Date: June 29, 2021.
Important: By using, downloading or installing any element of the Product (as defined in Section 1 below), you indicate that you have read, understood, and agree to be bound by these Invoice2go Terms of Service (“Terms”). These Terms govern your use of the Product and form a legal contract between Invoice2go, Inc., including its corporate affiliates in your local jurisdiction, such as Cimrid Pty Ltd for Australia (or as otherwise applicable) (“Invoice2go”, “we” or “us”), and you (“Customer” or “you”). If you are an individual using, downloading or installing any element of the Product on behalf of a company or entity, then you are binding the company or entity to these Terms and represent and warrant that you have full power and authority to do so. Invoice2go may modify these Terms from time to time as described in Section 16 (Modifications to Terms) below.
THESE TERMS CONTAIN A MANDATORY INDIVIDUAL ARBITRATION REQUIREMENT, A CLASS ACTION WAIVER, AND A JURY TRIAL WAIVER THAT REQUIRE THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS. DETAILS APPEAR BELOW IN SECTION 17 (Governing Law, Arbitration, and Class Action/Jury Trial Waiver).
- Introduction. Thank you for using the Invoice2go Product. The “Product” means (a) our suite of services and features that helps you run your small business, manage customer relationships, send invoices, accept payments, improve cash flow, create an online presence, and more, (b) our related mobile applications and software (“Software”), (c) any Updates (defined below) and (d) Invoice2go’s standard user documentation.
- Your Account. You must be at least 18 years of age to use the Product. Use of the Product may require you to create an account and register your email address and a password. You are solely responsible for any and all actions taken using your account and you must keep your passwords secure.
- The Product.
- Use of the Product. Subject to these Terms, including Section 4 (Usage Plans, Fees and Beta Releases) below, you may access and use the Product during the applicable Subscription Term for your internal business purposes and for the benefit of your customers, business partners or other applicable individuals (“End Customers”), in accordance with our standard user documentation. This includes the right to download and use the Software on compatible devices that you own or control, to use the Product to send to End Customers bona fide invoices, estimates and quotes (“Invoices”), to create and display a website for your business, and to manage data regarding your End Customers, all as permitted under this Agreement and your Usage Plan. You may permit your employees and agents to use the Product on your behalf, but you agree that you remain responsible for their acts, omissions and compliance with these Terms.
- Restrictions. Your rights to use the Product are non-exclusive, non-transferable and non-sublicenseable. You will not (or permit anyone else to): (i) rent, lease, reproduce, modify, create derivative works of, distribute or transfer the Product; (ii) use the Product for the benefit of any third party or incorporate the Product into any other product or service; (iii) circumvent mechanisms in the Product intended to limit your use; (iv) reverse engineer, disassemble, decompile, or translate the Product or attempt to derive the source code of the Software or any non-public APIs; (v) publicly disseminate information regarding the performance of the Product; (vi) access the Product to build a competitive product or service; (vii) submit any viruses, worms or other harmful code to the Product or otherwise interfere with or cause harm to the Product; (viii) seek to access information or data of other Invoice2go customers; (ix) use the Product to transmit spam or other unsolicited email; or (x) use the Product except as expressly permitted herein.
- Reviews. The reviews feature of the Product allows End Customers and other third parties to leave reviews and ratings of the Customer. While Invoice2go may allow such third parties the opportunity to revise their reviews and ratings, Invoice2go itself has no obligation to remove or revise a review or rating or to allow the Customer to do so.
- Usage Plans, Fees and Beta Releases.
- Usage Plans. Invoice2go offers various usage plans for the Product, as described at https://invoice2go.com/pricing. Your permitted scope of use – such as features available and number of Invoices and users – depends on the usage plan you select. Your specific plan will be identified in the Order Terms (as defined below).
- Order Terms. The set term of your subscription to the Product (“Subscription Term”), usage plan and other order details will be identified in the terms presented when you register, order or pay for the Product (“Order Terms”) and as further described in our Billing Policy. These Terms incorporate the Order Terms and any URLs and Invoice2go policies they reference, including the Billing Policies. Depending on how you use the Product, the Order Terms may be presented by Invoice2go (e.g., through our website), by a third party application store or marketplace (“App Marketplace”), or through the Product itself.
- Subscription Term. The Product is provided on a subscription basis for a set term designated in the Order Terms (“Subscription Term”). Unless renewed, the Product will revert to limited (or no) functionality upon expiration of a Subscription Term.
- Renewals and Other Important Terms. Renewals, subscription upgrades and other important billing terms are governed by our Billing Policy.
- Fees. You must pay all fees and taxes to Invoice2go or the authorized third party (e.g., App Marketplace) through which you made your purchase, as specified in the Order Terms and further detailed in our Billing Policy. All fees are non-refundable except as expressly specified in Section 11.2 (Termination or Suspension by Invoice2go), Section 16 (Modifications to Terms), Section 19 (Apple-Related Terms), the Order Terms or our Billing Policy.
- Free Trials. If specified in the Order Terms, Invoice2go may offer you free access to the Product during a limited Subscription Term (“Free Trial”). Important: Depending on the Order Terms, at the end of your Free Trial, either (i) you will be asked to subscribe to one of the plans for the Product, or (ii) the subscription will begin automatically if you have not cancelled your Trial by the deadline specified in the Order Terms. Your usage plan and the fees for the Subscription Term may be specified in the Order Terms when you begin the Free Trial or may be presented when the Free Trial ends. See the Billing Policy and Order Terms for further details.
- Beta Releases. As part of Invoice2go’s effort to expand the functionality of the Product, certain features of the Product may be made available to customers on a “beta” basis (“Beta Releases”). If Customer chooses to use a Beta Release, Customer acknowledges that the Beta Release may not be complete or fully functional and may contain bugs, errors, omissions and other problems. Invoice2go does not guarantee that future versions of a Beta Release will be made available under these Terms or otherwise.
- Invoice2go Money, Stripe, PayPal. If you register for or use Invoice2go Money, or connect your instance of the Product to Stripe and/or PayPal (whether or not you receive payments from End Customers through the Product), the additional terms in Section 8 apply.
- Support and Updates.
Invoice2go uses reasonable efforts to provide email, live chat and online self-help. All support is governed by Invoice2go then-current support policies. We may provide updates or upgrades to the Product (“Updates”). All Updates are governed by these Terms unless we specify otherwise. In certain cases, we may require you to download Updates to continue to use the Product. Updates and other Product changes are made in our discretion; we have no liability to you for any such changes and do not guarantee that any changes will meet your needs.
- Customer Data
- Your Rights. As between Invoice2go and Customer, Customer retains all of its rights to any business information that Customer submits to the Product (including through Third-Party Services) or that End Customers provide to Customer through the Product (“Customer Data”).
- Use of Customer Data. Customer grants Invoice2go a worldwide, non-exclusive, royalty-free right to use, copy, store, transmit, distribute, publicly perform and display, create derivative works of and modify any Customer Data in order to provide the Product to Customer and otherwise to operate, improve and maintain the Product. This includes Invoice2go’s distribution of Invoices containing Customer Data to the End Customers designated by Customer through the Product. Invoice2go may use, disclose and retain Customer Data collected for you from End Customers only to provide the Product to Customer, comply with legal requirements, and exercise its rights under this Agreement and applicable law. Invoice2go may use the services of subcontractors to provide the Product and permit them to exercise our rights to Customer Data. Customer Data submitted by the Customer may be used as part of the Instant Websites feature, which allows the Customer to create a website (the “Instant Website”). While Customer retains its rights in the Customer Data, Customer receives no license to use the code underlying the Instant Website or to copy, export, publish or republish, create derivative works from, or otherwise exploit the Instant Website outside of the Product. The Instant Website as a whole, and the components of it that are supplied by Invoice2go or its suppliers, are not Customer Data, and such components and the Instant Website as a whole will not be available to the Customer after the Subscription Term.
- Storage of Customer Data. Invoice2go does not provide an archiving service. Invoice2go agrees only that it will not intentionally delete Customer Data prior to termination or expiration of your Subscription Term. We expressly disclaim all other storage obligations to the extent permitted by applicable law. You are solely responsible for maintaining backups of Customer Data on your own systems.
- Aggregate/Anonymous Data. In addition to its other rights above, Invoice2go may aggregate Customer Data with other data so that the results are non-personally identifiable to Customer and may collect or create anonymous or deidentified technical and other data about Customer’s use of the Product (“Aggregated/Anonymous Data”). Invoice2go owns all Aggregate/Anonymous Data and may use and disclose Aggregate/Anonymous Data for its marketing, reporting and other lawful business purposes.
- Compelled Disclosures. Invoice2go may share Customer Data when we have a good faith belief that access, use, preservation or disclosure of such information is reasonably necessary and appropriate to: (i) satisfy any applicable law, subpoena, legal process or governmental request; (ii) enforce these Terms, including investigation of potential violations hereof; or (iii) protect against imminent harm to the Product or the rights, property or safety of Invoice2go, its users or the public as required or permitted by applicable law.
- Other Data Collection and Handling. You agree to Invoice2go’s use, disclosure, and other handling of your account information (as described in Section 2), personal information in Customer Data and certain other information about your use of the Product in accordance with our Privacy Notice.
- Your Responsibilities.
- Prohibited Uses. Except in the specific fields designated by Invoice2go, Customer agrees not to submit to the Product any tax identification numbers, bank account numbers or credit or debit card numbers. In addition, Customer agrees not to include in any Invoices or otherwise submit to the Product any of the following: (i) patient, medical or other protected health information regulated by any applicable laws, rules or regulations, including the Health Insurance Portability and Accountability Act (as amended and supplemented) (“HIPAA”) (including without limitation any health insurance information); (ii) other special categories of data enumerated in European Union Regulation 2016/679, Article 9(1) or any successor legislation, including personal data revealing racial or ethnic origin, political opinions, religious or philosophical beliefs, trade union membership, genetic data, biometric data, or data concerning an individual’s sex life or sexual orientation (iii) social security numbers or similar; (iii) driver’s license numbers or governmental identification card numbers; (iv) other information subject to regulation or protection under specific laws such as the Children’s Online Privacy Protection Act or Gramm-Leach-Bliley Act (or related rules or regulations); or (v) any data similar to the above protected under foreign or domestic laws (collectively, “Prohibited Data”). Customer further agrees not to use the Product for activities where use or failure of the Product could lead to death, personal injury or environmental damage, including life support systems, emergency services, nuclear facilities, autonomous vehicles or air traffic control (“High Risk Activities”). Customer acknowledges that the Product is not intended to meet any legal obligations for Prohibited Data or High Risk Activities, including HIPAA requirements, and that Invoice2go is not a Business Associate as defined under HIPAA. Notwithstanding anything else in these Terms, Customer acknowledges that Invoice2go has no liability for Prohibited Data or use of the Product for High Risk Activities.
- Responsibility for Customer Data. Invoice2go takes no responsibility and assumes no liability for any Customer Data, and Customer is solely responsible for Customer Data and the consequences of its use.
- Customer Indemnity. Customer will indemnify, defend (at Invoice2go’s request) and hold harmless Invoice2go and its affiliates including Cimrid Pty Ltd and their respective employees, agents, officers, directors and other customers (collectively, the “Invoice2go Parties”) from and against any and all claims, costs, damages, losses, liabilities and expenses (including reasonable attorneys’ fees) arising out of or in connection with (i) any Customer Data, (ii) Customer’s negligence, misconduct or breach or alleged breach of these Terms, or (iii) any Customer business, service, product or offering used in connection with the Product and (iv) Customer’s relationships or disputes with any third parties in connection with such business, service, product or offering, including End Customers, Payment Partners or Capital or Lending Partners. Customer may not settle or compromise any matter subject to this paragraph without the prior written consent of Invoice2go, which it may withhold in its sole discretion. Invoice2go, along with any affected Invoice2go Party, may appoint their own counsel and participate in and control the defense, compromise and settlement of any such matter, even where Invoice2go has invoked its right to defense under this paragraph.
- Third-Party Services. You may choose to use the Product and share Customer Data with Third-Party Services that are made available to you by Invoice2go in connection with your use of the Product or for which Invoice2go otherwise facilitates your use with the Product. Third-Party Services are not considered part of the Product. “Third-Party Service” means any platform, add-on, service or product that you elect to use, integrate or enable for use with or through the Product, including accounting software, Payment Partners and Capital or Lending Partners (as defined below). Use of Third-Party Services is subject to your agreement with the relevant provider and not these Terms, except that these Terms require you to comply with your agreement with the relevant provider. Invoice2go does not control and has no liability for Third-Party Services, including their security, functionality, operation, availability or interoperability or how the Third-Party Services or their providers use Customer Data. If you choose to enable a Third-Party Service with the Product, Invoice2go may access and exchange Customer Data with the Third-Party Service, including as further described in these Terms (See Section 8 (Invoice2go Money) and Section 9 (Third Party Capital and Lending Partners)).
- Invoice2go Money, including Banking, Debit Card, Bank Transfers, and Card Payments.
- General. Certain Third-Party Services that may be used with the Product allow you to receive payments from your End Customers for Invoices you generate through the Product or to use other financial services (collectively “Invoice2go Money”). The payments are processed and financial services are provided through the Third-Party Services, which currently include Stripe, PayPal, Unit and the Third-Party Service that provides the Invoice2go Money banking and debit card service, which is Blue Ridge Bank, N.A. (“Payment Partners”). If you use Invoice2go Money, you will be required to provide certain underwriting and other information requested by the applicable Payment Partner, and Invoice2go may share certain of your Customer Data and other information about you and your business with the Payment Partners and related integration partners, as described in our Privacy Notice, and Invoice2go may further handle the information as Customer Data under these Terms and our Privacy Notice. For clarity, your relationship with any Payment Partner (including their use of your information and any fees you owe them) is governed by your separate agreement or terms with the Payment Partner, not by these Terms.
- Banking services. If you establish an account with Blue Ridge Bank, N.A. (the “Bank”) under the Bank’s Business Deposit Account Agreement (“Bank Account”), Invoice2go will be responsible for the following, which are subject to these Terms and Invoice2go’s Privacy Notice: (i) providing the interface for the Bank Account and related functionality within the Invoice2go app and website, subject to the proper functioning of the Bank’s interconnected systems, (ii) placing certain disclaimers and disclosures related to the Bank Account and Bank Account-powered transactions in the Invoice2go app and website, (iii) administering your login access to the Bank Account through the Invoice2go app and website, and (iv) providing first-line customer support for certain matters, subject to the Bank’s cooperation and authority to override Invoice2go’s support decisions.
- Your Responsibilities. Any purchase or payment is solely between you and the End Customer; the Invoice2go Parties are not party to your transactions and assume no liability or responsibility for your products, services or offerings. The Invoice2go Parties are not your bank, agent, or trustee or otherwise involved in the flow of funds or payments. Any payment dispute must be resolved between you and the End Customer. WITHOUT LIMITING SECTION 12 (DISCLAIMER OF WARRANTIES) OR SECTION 13 (LIMITATION OF LIABILITIES) BELOW, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE INVOICE2GO PARTIES MAKE NO WARRANTY AND ASSUME NO RESPONSIBILITY OR LIABILITY FOR INVOICE2GO MONEY OR ANY DISPUTES, CHARGEBACKS, OVERCHARGES, DELAYED PAYMENTS, INSUFFICIENT FUNDS, EXPIRED CARDS, CIRCUMSTANCES BEYOND OUR CONTROL (INCLUDING WITHOUT LIMITATION POWER OUTAGES, SERVICE INTERRUPTIONS OR OTHERWISE) OR OTHER ISSUES RELATING TO TRANSACTIONS MADE THROUGH INVOICE2GO MONEY OR OTHER SERVICES OFFERED BY THE RELEVANT THIRD-PARTY SERVICES. Notwithstanding anything in these Terms to the contrary, Invoice2go may modify, suspend or terminate Invoice2go Money or any portion of it at any time, without notice or liability to you.
- Third Party Capital and Lending Partners.
Invoice2go has relationships with certain Third-Party Services (“Capital or Lending Partners”) that may provide Invoice2go customers (and their End Customers) with offers for working capital, loans, lines of credit, merchant cash advances, invoice factoring or the like (“Capital or Loans”). These offers may be presented through the Product or separately, and unless you opt-out, Invoice2go may share certain information about you with the Capital or Lending Partners, as described in our Privacy Notice. Any Capital or Loans will be provided by the Capital or Lending Partners, subject to a separate agreement or terms between you and them. Invoice2go is not a lender or broker and does not provide Capital or Loans or make credit decisions. WITHOUT LIMITING SECTION 12 (DISCLAIMER OF WARRANTIES) OR SECTION 13 (LIMITATION OF LIABILITIES) BELOW, INVOICE2GO HAS NO LIABILITY FOR THE CAPITAL OR LENDING PARTNERS, THEIR ACTS OR OMISSIONS, OR ANY CAPITAL OR LOANS (OR CREDIT DECISIONS) OF THE CAPITAL OR LENDING PARTNERS.
Invoice2go and its licensors retain all right, title and interest (including all intellectual property rights) in and to the Product and any and all related and underlying technology and documentation. Customer is obtaining only a limited usage right to the Product, regardless of use of words like “purchase”, “sale” or similar terms. If Customer submits any comments, suggestions or other feedback regarding the Product, Invoice2go may freely exploit it (including as part of the Product) without restriction on account of intellectual property rights or otherwise.
- Termination and Suspension.
These Terms will continue until terminated.
- Termination by Customer. You may terminate these Terms at any time by ceasing all use of the Product and deleting any Software and then emailing a clear notice of termination to firstname.lastname@example.org, which must be sent from the email address you previously have provided to us, if any
- Termination or Suspension by Invoice2go. Invoice2go may terminate or suspend these Terms if Customer fails to cure any material breach within fifteen (15) days after written notice, except that Invoice2go may terminate or suspend these Terms immediately as a result of Customer’s breach of the express obligations under Sections 3.2 (Restrictions), 7 (Your Responsibilities) or 8.2 (Invoice2go Money: Your Responsibilities) or to prevent harm to the Product or other customers. In addition, for Free Trials and Beta Releases, Invoice2go may terminate or suspend these Terms at any time for any or no reason. Further, if Invoice2go ceases to offer the Product, or if Invoice2go’s right or ability to offer the Product is restricted, suspended or terminated (whether pursuant to Laws or by App Marketplaces or other third parties), Invoice2go may immediately terminate or suspend these Terms and you will receive a pro-rated refund of any fees paid for the unused portion of your Subscription Term.
- Effect of Termination. Upon termination of these Terms, your right to the Product will automatically terminate and you must cease using the Product and delete any Software. Following termination, you will have no further access to any Customer Data in the Product and Invoice2go may delete all Customer Data in its possession along with any Instant Website or other material at any time unless prohibited by applicable law. You will delete all Confidential Information (or return it to Invoice2go) upon any termination of these Terms or request by Invoice2go. The following will survive termination: Section 3.2 (Restrictions), Sections 6.4 (Aggregate/Anonymous Data) through 6.6 (Other Data Collection and Handling), Section 7 (Your Responsibilities), the disclaimers in Sections 8 (Invoice2go Money) and 9 (Third Party Capital and Lending Partners), and Sections 10 (Ownership) through 19 (Apple-Related Terms). The effect of termination of these Terms on your relationship with Third-Party Services is a matter to be resolved between you and the Third-Party Services, but in any case, you will no longer have access to the Product
- Disclaimer of Warranties.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE PRODUCT IS PROVIDED “AS IS” AND THE INVOICE2GO PARTIES AND THEIR LICENSORS EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND REPRESENTATIONS OF ANY KIND, INCLUDING ANY WARRANTY OF NON-INFRINGEMENT, TITLE, FITNESS FOR A PARTICULAR PURPOSE, FUNCTIONALITY OR MERCHANTABILITY, WHETHER EXPRESS, IMPLIED OR STATUTORY.
THE PRODUCT IS NOT INTENDED TO PROVIDE PROFESSIONAL ACCOUNTING, TAX OR OTHER ADVICE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW: (A) THE INVOICE2GO PARTIES EXPRESSLY DISCLAIM ANY WARRANTY THAT USE OF THE PRODUCT WILL ENSURE YOUR COMPLIANCE WITH ANY ACCOUNTING STANDARDS OR LEGAL OR REGULATORY OBLIGATIONS OR THAT THE RESULTS OF THE PRODUCT WILL BE ACCURATE OR SUFFICIENT FOR YOUR PURPOSES, (B) THERE IS NO WARRANTY THAT THE PRODUCT WILL BE ERROR FREE, THAT ACCESS WILL BE CONTINUOUS OR UNINTERRUPTED, THAT ANY INFORMATION PROVIDED OR USED WITH THE PRODUCT WILL BE SECURE, ACCURATE, COMPLETE OR TIMELY, OR THAT ANY CUSTOMER DATA WILL BE PRESERVED OR MAINTAINED WITHOUT LOSS, AND (C) THE INVOICE2GO PARTIES SHALL NOT BE LIABLE FOR ANY PRODUCT FAILURES OR OTHER PROBLEMS INHERENT IN USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS OR OTHER SYSTEMS OUTSIDE THE REASONABLE CONTROL OF INVOICE2GO. YOU MAY HAVE OTHER STATUTORY RIGHTS; HOWEVER, THE DURATION OF STATUTORILY REQUIRED WARRANTIES, IF ANY, WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.
- Limitation of Liabilities.
- Consequential Damages Waiver and Liability Cap. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL THE INVOICE2GO PARTIES OR THEIR LICENSORS BE LIABLE TO YOU OR TO ANY THIRD PARTY (I) FOR ANY LOST PROFITS, LOSS OF USE, LOST DATA, INTERRUPTION OF BUSINESS, FAILURE OF SECURITY MECHANISMS OR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES OR (II) IN ANY EVENT, FOR AMOUNTS EXCEEDING THE GREATER OF (A) THE AMOUNT PAID OR PAYABLE BY CUSTOMER TO INVOICE2GO IN THE PRIOR SIX (6) MONTH PERIOD OR (B) ONE HUNDRED DOLLARS (US$100).
- Nature of Limitations. Customer acknowledges that the foregoing limitations are an essential element of these Terms and a reasonable allocation of risk between the parties, and that in the absence of such limitations the pricing and other provisions in these Terms would be substantially different. The waivers and limitations in this Section 13 apply regardless of the form of action, whether in contract, tort (including negligence), strict liability or otherwise and will survive and apply even if any limited remedy in this Agreement fails of its essential purpose
- Operated from United States.
The Product is controlled and operated from facilities in the United States and other locations and may involve transmission of data or utilization of third party services globally. Invoice2go makes no representations that the Product is appropriate or available for use outside the United States. Those who access or use the Product from other jurisdictions do so at their own volition and all users are entirely responsible for compliance with all Laws.
- Consumer Law.
Notwithstanding any other provision of these Terms, If Customer is a Consumer (as defined in Schedule 2 of the Competition and Consumer Act 2010 (Cth) and the corresponding provisions of the Australian Consumer Law (New South Wales) (“Australian Consumer Law”)):
- Sections 12 (Disclaimer of Warranties) and 13 (Limitation of Liabilities) do not apply to any liability of Invoice2go to comply with an applicable consumer guarantee under the Australian Consumer Law
- Subject to part (c) below, the liability of Invoice2go for any liability, loss, cost or damage, however caused (including by the negligence of Invoice2go), suffered or incurred by Customer because of a failure to comply with a consumer guarantee is limited to Invoice2go (at its election):
- resupplying the services; or
- paying the cost of having the services supplied again; an
- Part (b) does not apply if it is not fair or reasonable for Invoice2go to rely on it for the purposes of section 64A of the Australian Consumer Law
- Confidential Information.
In connection with access to the Product, Customer may receive access to confidential or proprietary information of Invoice2go (“Confidential Information”). Confidential Information includes the Software, all non-public elements of the Product and any performance information regarding the Product. Confidential Information excludes information that Customer already lawfully knew or that becomes public through no fault of Customer. Customer will (a) use a reasonable degree of care to protect all Confidential Information, (b) not use Confidential Information except in support of its authorized use of the Product and (c) not disclose Confidential Information except to employees and agents with a legitimate need to know and who have agreed in writing to keep it confidential. Customer may also disclose Confidential Information to the extent required by law after reasonable notice to Invoice2go and cooperation to obtain confidential treatment. Unauthorized disclosure of Confidential Information may cause harm not compensable by damages, and Invoice2go may seek injunctive or equitable relief in a court of competent jurisdiction, without posting a bond, to protect its Confidential Information.
- Modifications to Terms.
Invoice2go may modify these Terms (including Product pricing and plans) from time to time, with notice given to you by email or through the Product. If you have a Free Trial or are using Beta Releases, then any modifications will become effective immediately, and if you disagree with the modifications, your exclusive remedy is to terminate these Terms. You must notify Invoice2go within fifteen (15) days of notice of the modifications that you do not agree to such changes (or thirty (30) days with respect to changes to Section 17), and Invoice2go (at its option and as your exclusive remedy) may either: (a) permit you to continue under the prior version of these Terms until your next subscription expiration or renewal date (after which the modified Terms will apply) or (b) allow you to terminate these Terms and receive a pro-rated refund of any fees paid to Invoice2go for the unused portion of Invoice2go fees for your Subscription Term, not including any fees for Third-Party Services, for which the effect of termination is between you and such Third Party Services. Upon any changes to these Terms, you may be required to click to agree to the modified Terms in order to continue using the Product, and in any event your failure to terminate the Terms pursuant to Section 11.1 before the modifications take effect constitutes your acceptance of the modifications. As an exception to these rules regarding changes to these Terms, (i) if we make changes to the Billing Policy, the version of the Billing Policy in effect at the time of your most recent purchase (or renewal) shall apply to that usage plan, and (ii) any changes to our Privacy Notice will automatically become effective upon posting as described in the Privacy Notice.
- Governing Law, Arbitration, and Class Action/Jury Trial Waiver.
- Governing Law. These Terms will be construed in accordance with the laws of the State of California, USA without reference to its choice of law provisions and without regard to the United Nations Convention on Contracts for the International Sale of Goods. For any dispute not subject to arbitration, the Federal and State courts located in the County of Santa Clara, California will be the exclusive venue for any claim or dispute between the parties and the parties hereby consent to the personal jurisdiction of those courts for such purposes. The prevailing party in any dispute under these Terms will be entitled to its costs and reasonable attorneys’ fees.
- Arbitration. READ THIS SECTION CAREFULLY BECAUSE IT REQUIRES THE PARTIES TO ARBITRATE THEIR DISPUTES AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM INVOICE2GO.
You and Invoice2go and its affiliates agree that these Terms affect interstate commerce and that the Federal Arbitration Act governs the interpretation and enforcement of these arbitration provisions. This Section 17 is intended to be interpreted broadly and governs any and all disputes between us including but not limited to claims arising out of or relating to any aspect of the relationship between us, whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory; claims that arose before these Terms or any prior agreement (including, but not limited to, claims related to advertising); and claims that may arise after the termination of these Terms (collectively, “Claims”). The only disputes excluded from this broad prohibition are the litigation of certain claims regarding intellectual property rights and small claims court claims, as provided below
For any dispute with Invoice2go or its affiliates, you agree to first contact us at email@example.com and attempt to resolve the dispute with us informally. With the exception of claims regarding intellectual property rights, the parties agree to use their best efforts to settle any dispute, claim, question, or disagreement directly through consultation, and reasonable attempt to conduct good-faith negotiations shall be a condition to either party initiating a lawsuit or arbitration
In the unlikely event that Invoice2go and its affiliates have not been able to resolve a dispute with you after sixty (60) days, we each agree to resolve any Claims by binding arbitration by JAMS, under the Streamlined Arbitration Rules and Procedures, excluding any rules or procedures governing or permitting class or representative actions. JAMS may be contacted at www.jamsadr.com.
If your use of the Product as relevant to the dispute was for commercial purposes, (i) the arbitration will be conducted in Santa Clara County, California, unless you and Invoice2go agree otherwise, and (ii) each party will be responsible for paying any JAMS filing, administrative and arbitrator fees in accordance with JAMS rules, and (iii) each party will also be responsible for their own attorneys’ fees
This paragraph applies only if your use of the Product as relevant to the dispute was only for non-commercial purposes. If you are an individual located in the United States, the arbitration will be conducted (i) at a location determined pursuant to the Applicable Rules (provided that such location is reasonably convenient for You and does not require travel in excess of 100 miles from Your home); or (ii) at such other location as may be mutually agreed upon by You and Invoice2go. If you are in individual located outside the United States, the arbitration shall be conducted in Santa Clara County, California, and you agree to submit to the personal jurisdiction of any federal or state court in Santa Clara, California, in order to compel arbitration, to stay proceedings pending arbitration, or to confirm, modify, vacate or enter judgment on the award entered by the arbitrator. If you commence arbitration in accordance with these Terms, you will be required to pay $250 to initiate the arbitration. To the extent the filing fee for the arbitration exceeds the cost of filing a lawsuit, the arbitrator may require Invoice2go to pay the additional cost. You are responsible for your own attorneys’ fees unless the arbitration rules and/or applicable law provide otherwise. If the arbitrator finds the arbitration to be non-frivolous, Invoice2go will pay all of the actual filing and arbitrator fees for the arbitration, provided your claim does not exceed $75,000. For claims above $75,000, fees and costs will be determined in accordance with applicable JAMS rules. The arbitration rules permit you to recover attorney’s fees in certain cases.
Except as set forth in Section 17.3, the arbitrator, and not any federal, state or local court or agency, shall have exclusive authority to resolve all disputes arising out of or relating to the interpretation, applicability, enforceability or formation of these Terms, including, but not limited to any claim that all or any part of these Terms are void or voidable, whether a claim is subject to arbitration, and any dispute regarding the payment of JAMS administrative or arbitrator fees (including the timing of such payments and remedies for nonpayment). The arbitrator shall be empowered to grant whatever relief would be available in a court under law or in equity. The parties agree that the arbitrator may allow the filing of dispositive motions if they are likely to efficiently resolve or narrow issues in dispute. The arbitrator’s award shall be written, and binding on the parties and may be entered as a judgment in any court of competent jurisdiction. No arbitration award or decision will have any preclusive effect as to issues or claims in any dispute with anyone who is not a named party to the arbitration.
Any arbitration demand or counterclaim asserted by either party must contain sufficient information to provide fair notice to the other party of the asserting party’s identity, the claims being asserted, and the factual allegations on which they are based. The arbitrator and/or JAMS may require amendment of any demand or counterclaim that does not satisfy these requirements. The arbitrator has the right to impose sanctions in accordance with JAMS Rule 24 for any claims the arbitrator determines to be frivolous or improper (under the standard set forth in Federal Rule of Civil Procedure 11).
The parties agree that JAMS has discretion to modify the amount or timing of any administrative or arbitration fees due under JAMS’ Rules where it deems appropriate, provided that such modification does not increase the costs to you, and you waive any objection to such fee modification. The parties also agree that a good-faith challenge by either party to the fees imposed by JAMS does not constitute a default, waiver, or breach of this Section 17 while such challenge remains pending before JAMS, the arbitrator, and/or a court of competent jurisdiction.
The parties understand that, absent this mandatory provision, they would have the right to sue in court and have a jury trial. They further understand that, in some instances, the costs of arbitration could exceed the costs of litigation and the right to discovery may be more limited in arbitration than in court.
Notwithstanding the parties’ decision to resolve all disputes through arbitration, either party may bring an action in state or federal court to protect its intellectual property rights (“intellectual property rights” means patents, copyrights, moral rights, trademarks, and trade secrets, but not privacy or publicity rights). Either party may also elect to have disputes or claims resolved in a small claims court that are within the scope of that court’s jurisdiction. Either party may also seek a declaratory judgment or other equitable relief in a court of competent jurisdiction regarding whether a party’s claims are time-barred or may be brought in small claims court in your state and county of residence. Seeking such relief shall not waive a party’s right to arbitration under this agreement
- Class Action/Jury Trial Waiver. WITH RESPECT TO ALL PERSONS AND ENTITIES, REGARDLESS OF WHETHER THEY HAVE OBTAINED OR USED THE PRODUCT FOR PERSONAL, COMMERCIAL OR OTHER PURPOSES, ALL CLAIMS MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION OR SIMILAR, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION OR OTHER REPRESENTATIVE PROCEEDING. THIS WAIVER APPLIES TO ALL METHODS OF DISPUTE RESOLUTION, INCLUDING CLASS ARBITRATION, AND YOU AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND INVOICE2GO (FOR ITSELF AND ON BEHALF OF ITS AFFILIATES) ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING OF ANY KIND TO THE EXTENT PERMITTED BY APPLICABLE LAW. IF THERE IS A FINAL JUDICIAL DETERMINATION THAT APPLICABLE LAW PRECLUDES ENFORCEMENT OF THIS PARAGRAPH’S LIMITATIONS AS TO A PARTICULAR REMEDY, THEN THAT REMEDY (AND ONLY THAT REMEDY) MUST BE SEVERED FROM THE ARBITRATION AND MAY BE SOUGHT IN COURT. THE PARTIES AGREE, HOWEVER, THAT ANY ADJUDICATION OF REMEDIES NOT SUBJECT TO ARBITRATION SHALL BE STAYED PENDING THE OUTCOME OF ANY ARBITRABLE CLAIMS AND REMEDIES.
- 30-Day Right to Opt Out. This paragraph applies only if you are an individual using the Product only for non-commercial purposes. Subject to the rest of this paragraph, you have the right to opt-out and not be bound by the arbitration and class action waiver provisions set forth above by sending written notice of your decision to opt-out to the following address: Invoice2go, 555 Bryant St. #263, Palo Alto, CA 94301, Email: firstname.lastname@example.org. The notice must be sent within 30 days of the effective date of these Terms or your first use of the Product, whichever is later, otherwise you shall be bound to arbitrate disputes in accordance with the terms of those paragraphs. If you opt out of these arbitration provisions, Invoice2go also will not be bound by them.
Invoice2go will provide 30 days’ notice of any changes to this Section 17, and changes will become effective on the 30th day, as further described in Section 16. When the updated version of this Section 17 takes effect, any unfiled claims of which Invoice2go does not have actual notice are subject to the revised clause.
- Contract Mechanics and Interpretation. These Terms constitute the entire agreement between you and Invoice2go and any of its affiliates related to the Product and supersede any prior or contemporaneous agreements relating to the Product. If any provision of these Terms is held unenforceable, that provision will be enforced to the extent permissible by law and the remaining provisions will remain in full force. No provision of these Terms will be deemed waived unless the waiver is in writing and signed by Invoice2go. Except as set forth in Section 16 (Modifications to Terms), all amendments to these Terms must be in writing and signed by both parties. In these Terms headings are for convenience only and “including” and similar terms will be construed without limitation.
- Assignment; Invoice2go Affiliates. You may not assign or transfer these Terms or any rights hereunder, and any attempted assignment or transfer in violation of the foregoing will be void. Invoice2go may freely assign or transfer its rights or obligations hereunder at its sole discretion. These Terms will bind and inure to the benefit of each party’s permitted successors and assigns. Invoice2go may permit its corporate affiliates (including Invoice2go, Inc, and CIMRID PTY LTD) and its agents and contractors to exercise its rights and perform its obligations under these Terms. Without limiting the foregoing, all limitations of liability and disclaimers in these Terms, including Section 12 (Disclaimer of Warranties) and 13 (Limitation of Liabilities), also extend to Invoice2go’s corporate affiliates.
- Invoice2go Contact Information. If you have any questions, complaints or claims regarding the Product, please contact:
555 Bryant St. #263
Palo Alto, CA 94301
If you are a California resident, in accordance with Cal. Civ. Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112 Sacramento, CA 95834, or by telephone at (800) 952-5210 or (916) 445-1254.
- Notices to You. We may send notices to your email on file or through the Product. All notices are effective upon delivery.
- Publicity. Invoice2go may use Customer’s name, logo and marks on Invoice2go’s customer lists and marketing materials.
- Export Control. The Product is subject to U.S. export control laws and regulations and may be subject to foreign export or import laws or regulations. You agree to comply strictly with all such laws and regulations and not to use or transfer the Product for any use relating to nuclear, chemical, or biological weapons or missile technology. You also represent and warrant that you are not located in a country that is subject to a U.S. government embargo or that has been designated by the U.S. government as a “terrorist supporting” country and that you are not listed on any U.S. government list of prohibited or restricted parties.
- Open Source Software. The Product may contain or be provided with components licensed under “open source” software licenses (“OSS”). We list the OSS here and may update the list from time to time as our usage of OSS changes. To the extent required by the applicable OSS license, the terms of such licenses will apply in lieu of the terms of these Terms with respect to such OSS.
- Government Users. The Product includes commercial computer software and commercial computer software documentation. If the user or licensee of the Product is an agency, department, or other entity of the United States Government, the use, duplication, reproduction, release, modification, disclosure, or transfer of the Product or any related documentation of any kind, including technical data and manuals, is restricted by a license agreement or by these Terms in accordance with Federal Acquisition Regulation 12.212 for civilian purposes and Defense Federal Acquisition Regulation Supplement 227.7202 for military purposes. The Product was developed fully at private expense. All other use is prohibited.
- Force Majeure. Invoice2go and its affiliates and their respective employees, agents, officers, and directors will not be liable to Customer in any way whatsoever for any failure or delay in performance of any of its obligations under these terms arising out of any event or circumstance beyond the reasonable control of Invoice2go, including a strike, blockade, pandemic, war, act of terrorism, riot, Internet or utility failures, refusal of government license or natural disaster.
- Apple-Related Terms.
If you downloaded the Software from Apple’s App Store, then the following terms apply: These Terms are between you and Invoice2go, and not with Apple. However, as required by Apple, Apple and its subsidiaries will be third party beneficiaries of these Terms and will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third party beneficiary. As described in Section 12 (Disclaimer of Warranties), to the maximum extent permitted by law, we do not make any warranties about the Software. If the Software is nonetheless deemed not to conform to any warranty that may be implied at law, you may notify Apple and Apple will refund the purchase price (if any) for the Software to you. To the maximum extent permitted by applicable law, Apple will have no other warranty obligation with respect to the Software, and, as between Apple and Invoice2go, any other claims, losses, liabilities, damages, costs or expenses attributable to a failure of the Software to conform to a Invoice2go warranty will be Invoice2go’s responsibility. Apple has no obligation whatsoever to furnish any maintenance or support services with respect to the Software. As between Invoice2go and Apple, Invoice2go is solely responsible for the Software and for addressing any claims you or any third parties have about the Software or your possession or use of the Software, including (i) product liability claims specific to the Software, (ii) any claim that the Software fails to conform to any applicable legal or regulatory requirement and (iii) claims specific to the Software arising under consumer protection or similar legislation. In the event of any third party claim that the Software or your possession or use of the Software infringes that third party’s intellectual property rights, Apple will not be responsible for the investigation, defense, settlement or discharge of such claim.