Invoice Simple End User Terms
Last Modified: 11/16/2022
As a current or prospective end user of the Invoice Simple Customer(s) (each, a “Customer”) with whom You (“You”, “Your” or “End User”) have conducted or plan to conduct business and that directed You to this website, (including invoicesimple.com, and any other website where these End User Terms are posted the “Sites”), You have the option to use certain services provided by Zenvoice Software Inc., doing business as Invoice Simple, which may include Invoice Simple’s invoicing service (the “Invoice Services”), and Invoice Simple’s integrated payment service, including any mobile device application created by Invoice Simple, our web-based payment application, and any other payment service that links hereto (the “Payment Services”). The Payment Services, together with the Sites, and Invoice Services, are referred to as our “Services”. As a condition of your use of any of these Services, you must agree to these End User Terms of Service, (the “End User Terms”)
1. DESCRIPTION OF SERVICE
The Services may include an online invoicing, payments, and related services to assist the Customer in its business. The Services may allow You to electronically receive invoices via email from the Customer and allow You to make electronic payment on such invoices, or to process other payments to a Customer, using one of the electronic payment methods made available to You by the Customer (for example, via an integration with a third-party provider of payment card or automated clearing house (“ACH”) transactions) or through our online portal.
All payments will be processed via an integration with a third-party payment processing service selected by the Customer, and all payments will be charged to the payment card or bank account for which You provide account information and will be deposited into the bank account selected by the Customer.
From time to time, Invoice Simple may develop and incorporate other features into the Services. Your use of such additional features, if any, is governed by these End User Terms.
2. REPRESENTATIONS AND WARRANTIES; ACKNOWLEDGEMENTS
You represent and warrant to Invoice Simple and the Customer, and You covenant, that: (a) You or any company, organization or entity on behalf of which You are using the Services, has the power and authority to accept and enter into these End User Terms; (b) the Services or content contained on or available through the Services are not an endorsement of the Customer by Invoice Simple; and (c) Invoice Simple is not responsible for any repercussions arising from Your use of the Services and You shall seek remedies arising from disputes in connection with invoices delivered to You, the amounts you are charged, and Your payment thereof, solely from the Customer.
If You access the Sites to use the Services, You further represent and warrant to Invoice Simple, and covenant, that: (i) You are willing and capable of electronically receiving, reviewing, printing and saving all invoices, bills, receipts, materials, disclosures, terms or other content delivered to You through the Services and consent to the disclosure by the User of the information and invoice details required to create and distribute invoices to, and receive payment from, You; (ii) You are wholly responsible for any third-party accounts and associated user credentials you access/enter via an integration with the Services; (iii) You will provide Your complete and accurate information regarding payment information; (iv) Your liability for any payment You make through the Payment Services using a credit or debit card or ACH will be governed by the agreement for the credit or debit card company or bank You use.
3. INTERNATIONAL TRANSACTIONS AND CUSTOMER DATA
Invoice Simple, in its sole discretion, may accept and process payments and personal data which originate from certain customers and/or accounts located outside the United States and Canada. You acknowledge and agree that:
- Invoice Simple operates in Canada and administers the Sites and Services from servers and data centers located in the United States and Canada.
- Using the system delete function to remove any of Your personal data from Invoice Simple merely prevents You or the Customer from viewing or utilizing that data for any system function. It does not delete the data from Invoice Simple systems. To have Your personal data deleted from Invoice Simple systems, you must contact the Customer or Customers with which You conduct business via Invoice Simple and have the Customer(s) make a written delete request to Invoice Simple.
- You may not provide information that You are not authorized to provide us under laws applicable to You in Your jurisdiction.
- Invoice Simple may, at any time and without prior notice to You, cease processing transactions from and/or data relating to customers located in any country other than the United States or Canada.
EXCEPT TO THE EXTENT OF INVOICE SIMPLE’S REPRESENTATIONS, WARRANTIES OR COVENANTS EXPRESSLY SET FORTH IN THESE CUSTOMER TERMS, YOUR USE OF THE SERVICE IN NON-US JURISDICTIONS IS AT YOUR OWN RISK AND INVOICE SIMPLE EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO (I) INVOICE SIMPLE’S COMPLIANCE WITH APPLICABLE NON-US LAW; (II) THE LEGALITY OF THE USE OF THE SERVICE IN ANY NON-US OR NON-CANADIAN JURISDICTION OR WITH REPECT TO THE INFORMATION OF ANY NON-US OR NON-CANADIAN CITIZENS AND RESIDENTS; AND (III) THE LEGALITY OF ANY TRANSFER OF INFORMATION FROM ANY NON-US OR NON-CANADIAN JURISDICTION TO INVOICE SIMPLE. INVOICE SIMPLE WILL NOT, DIRECTLY OR INDIRECTLY, BE LIABLE FOR ANY FINES, JUDGEMENTS, CLAIMS, PENALATIES, OR OTHER LIABILITIES (COLLECTIVELY, “LOSSES”) AS A RESULT OF INVOICE SIMPLE’S NON-COMPLIANCE WITH APPLICABLE LAW.
EU and UK Privacy Laws. To the extent any EU or UK resident’s personal data or personal data otherwise subject to EU law/UK law is knowingly processed hereunder (as defined by EU Privacy Laws and UK Privacy Laws, “EU/UK Personal Data”), such processing may be subject to and treated in accordance with additional EU, UK, and Canadian laws.
If You are located in the EEA/UK, You have certain rights under European/United Kingdom law with respect to Your personal data, including the right to request access to, correct, amend, delete, port to another service provider, or object to certain uses of Your personal data. You can learn more about these rights from www.knowyourprivacyrights.org
- Invoice Simple is the data “processor,” and the Customer is the data “controller;”
- The Customer may be responsible for providing certain notices required under applicable EU/UK Privacy Laws;
- The Customer may provide additional information and may set forth additional terms and conditions, or describe the Customer’s own privacy practices, in separate agreements between You and the Customer; and
- You shall not provide any personal data revealing racial or ethnic origin, political opinions, religious or philosophical beliefs, trade-union membership, and data concerning health or sex life, nor personal data relating to children under the age of 13 or the applicable age of minority in Your jurisdiction.
4. EXPORT COMPLIANCE
You must comply with all applicable laws and regulations related to the export, use, and/or license of services.
You represent and warrant that Your use of the Services does not involve any Prohibited Use, and You shall indemnify Invoice Simple for any violation by You of any applicable export controls and/or economic sanctions laws and regulations. Invoice Simple may terminate your access to and use of the Service immediately if Invoice Simple determines, in its sole discretion, that You have breached, intend to breach, or appear to be imminently breaching any of the provisions in this Section.
5. CHANGES TO TERMS OF SERVICE
Invoice Simple reserves the right to revise these End User Terms and the documents referenced herein at any time in its sole discretion. You may view the current version of the terms governing Your use of the Services by clicking on the appropriate link included in the footer of our Sites. Any changes shall be effective immediately after the time at which such changes are posted on the Sites. Your continued use of the Services after the terms have been changed constitutes Your affirmative acknowledgment of, and agreement to abide and be bound by, the modified End User Terms.
6. LICENSE AND USE OF THE SITE
You are hereby granted a limited license to use during the Term (as described below) including making incidental copies arising from the operation of Your browser, the Services, the Sites and the content contained on the Sites solely to receive invoices and make and schedule payments. You are prohibited from modifying, copying, distributing, transmitting, displaying, publishing, selling, licensing, creating derivative works from, decompiling, reverse engineering, disassembling, transferring or using the Services or any content available on the Sites for any other purpose. Your license to use the Services is expressly conditioned on your compliance with applicable law, rules, regulations, and orders, and, and you represent and warrant that you comply with all such requirements, and you will not use the Services for any unauthorized and illegal purpose.
7. ACCEPTABLE USE
You are responsible for using the Services in a manner that does not violate the law, including laws relating to maintaining the confidentiality of information about the Customers’ or Invoice Simple’s other customers. You also acknowledge that You will not: (a) upload photos or documents without the express consent and permission of all parties pictured or mentioned; (b) knowingly input or post through or to the Services any content that is illegal, threatening, harmful, lewd, offensive, or defamatory or that infringes the intellectual property rights, privacy rights or rights of publicity of others; (c) use the Services to store or process, any information relating to (i) PHI as defined by the Health Insurance Portability and Accountability Act in the United States or PHI as defined by the Personal Information Protection and Electronic Documents Act in Canada (ii) information defined as Sensitive Information under EU/UK Privacy Laws (e.g. racial or ethnic origin, political opinions, religious or philosophical beliefs, trade union membership, information specifying the sex life of the individual), (iii) Social Security Numbers, (iv) user credentials (Username/UserID, Password, PIN, Security Questions, etc.) for any third party system or account, nor (v) any other information prohibited by laws or regulations in a country in which the User does business; (d) use the Services to input, upload, or store any financial account information (credit card data, bank account data, etc.) in anything but a data field specifically designated for that purpose; (e) input or transmit through or to the Services any virus, worm, Trojan Horse, or other mechanism that could damage or impair the operation of the Services or grant unauthorized access thereto. Invoice Simple may remove any materials without notice to You or the Customer that, in our sole discretion, may be illegal, may subject us to liability, or which may violate these terms.
You are responsible for using any password issued to You responsibly. You will be solely responsible for all claims and losses that result from a third party’s misuse of the Services using Your password and login information.
8. TERM, CANCELLATION, AND DATA RETENTION
These End User Terms, as amended, changed and modified from time to time, remain in effect until the earlier of (a) such time as You no longer use the Services to pay invoices or process payments and (b) such time as it is canceled or terminated, as provided herein (the “Term”). The Customer and Invoice Simple each may cancel Your access to, or any aspect of, the Services at any time by providing written notice to You at the most current email address the Customer or Invoice Simple, as applicable, has for You. You may discontinue use of the Services at any time by providing written notice to the Invoice Simple Customer(s) with which you conduct business.
9. PROPERTY RIGHTS
Invoice Simple and other third parties, as applicable, own all rights, title and interest in and to Services and the Sites, and all portions thereof, including, without limitation, all intellectual property rights in connection therewith.
10. NO WARRANTIES
YOUR USE OF THE SERVICE IS AT YOUR OWN RISK. THE SERVICE AND ALL CONTENT MADE AVAILABLE ON OR THROUGH THE SITE OR VIA THE SERVICE ARE PROVIDED TO YOU BY INVOICE SIMPLE, AT THE REQUEST OF THE CUSTOMER, ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTY OF ANY KIND EITHER EXPRESS OR IMPLIED INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, SECURITY, OR ACCURACY. THE CUSTOMER AND INVOICE SIMPLE MAKE NO WARRANTY THAT (A) THE SERVICE WILL MEET YOUR REQUIREMENTS, (B) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE.
THE CUSTOMER AND INVOICE SIMPLE ARE NOT RESPONSIBLE FOR (A) THE ACCURACY, TIMELINESS OR RELIABILITY OF ANY INVOICE, OR OTHER BILL, STATEMENT OR OTHER ITEM GENERATED THROUGH THE SERVICE OR (B) THE ACCURACY, TIMELINESS OR RELIABILITY OF ANY PAYMENT MADE THROUGH THE SERVICE.
OTHER THAN AS REQUIRED UNDER APPLICABLE LAW, UNDER NO CIRCUMSTANCE WILL THE CUSTOMER OR INVOICE SIMPLE, OR ANY OF THEIR RESPECTIVE AGENTS, AFFILIATES, OFFICERS, DIRECTORS OR EMPLOYEES, BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY YOUR RELIANCE ON THE SERVICE OR ON INFORMATION OBTAINED THROUGH THE SERVICE OR THE SITE, OR BY YOUR RELIANCE ON ANY PRODUCT OR SERVICE OBTAINED FROM A LINKED SITE.
THE CUSTOMER AND INVOICE SIMPLE DO NOT WARRANT THAT THE SITE IS COMPATIBLE WITH YOUR EQUIPMENT OR THAT THE SITE IS FREE OF VIRUSES, WORMS, BOTS OR ANY OTHER HARMFUL, INVASIVE OR CORRUPTED FILES.
11. LIMITATION OF LIABILITY
THE INFORMATION, SOFTWARE, PRODUCTS, SERVICES, SITES, CONTENT ON THE SITES, AND DESCRIPTIONS OF THE SERVICES PUBLISHED ON THE SITES OR LINKED SITES MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS, AND THE CUSTOMER AND INVOICE SIMPLE SPECIFICALLY DISCLAIM ANY LIABILITY FOR SUCH INACCURACIES OR ERRORS. THE CUSTOMER AND INVOICE SIMPLE DO NOT WARRANT OR REPRESENT THAT THE CONTENT ON THE SITES IS COMPLETE OR UP-TO-DATE. THE CUSTOMER AND INVOICE SIMPLE ARE UNDER NO OBLIGATION TO UPDATE THE SITES, THE SERVICES OR THE CONTENT ON THE SITES. INVOICE SIMPLE MAY CHANGE THE SITES, THE SERVICES AND THE CONTENT CONTAINED ON THE SITES, AND MAY MAKE IMPROVEMENTS OR CHANGES THERETO, AT ANY TIME WITHOUT NOTICE.
YOU AGREE THAT THE NEITHER THE CUSTOMER NOR INVOICE SIMPLE, NOR ANY OF THEIR RESPECTIVE AGENTS, AFFILIATES, OFFICERS, DIRECTORS OR EMPLOYEES, WILL BE LIABLE, WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, FOR ANY DIRECT, PUNITIVE, SPECIAL, CONSEQUENTIAL, INCIDENTAL OR INDIRECT DAMAGES (INCLUDING WITHOUT LIMITATION LOST PROFITS, COST OF PROCURING SUBSTITUTE SERVICES OR LOST OPPORTUNITY) ARISING OUT OF, OR IN CONNECTION WITH, THE USE OF THE SITES, THE SERVICES, THE CONTENT ON THE SITES OR LINKED SITES, OR ARISING OUT OF, OR IN CONNECTION WITH, THE DELAY OR INABILITY TO USE THE SITES OR LINKED SITES, EVEN IF THE CUSTOMER OR INVOICE SIMPLE, OR ANY OF THEIR RESPECTIVE AGENTS, AFFILIATES, OFFICERS, DIRECTORS OR EMPLOYEES, WERE MADE AWARE OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION ON LIABILITY INCLUDES, WITHOUT LIMITATION, THE TRANSMISSION OF ANY VIRUSES THAT MAY INFECT A CUSTOMER’S EQUIPMENT, FAILURE OF MECHANICAL OR ELECTRONIC EQUIPMENT OR COMMUNICATION LINES, TELEPHONE OR OTHER INTERCONNECT PROBLEMS (E.G., YOU CANNOT ACCESS YOUR INTERNET SERVICES PROVIDER), UNAUTHORIZED ACCESS, THEFT, DATA LOSS, OPERATOR ERRORS, STRIKES OR OTHER LABOR PROBLEMS, OR ANY FORCE MAJEURE EVENT. THE CUSTOMER AND INVICE SIMPLE CANNOT, AND DO NOT, GUARANTEE CONTINUOUS, UNINTERRUPTED OR SECURE ACCESS TO THE SITES, THE SERVICES OR THE CONTENT RELATED THERETO.
12. VIOLATIONS OF SERVICE TERMS
The Customer or Invoice Simple may, each in their respective sole discretions, immediately terminate Your use of the Services if it believes that You are violating or have violated these End User Terms or the terms and conditions of any other documents referenced herein. Any such termination will be without prejudice to any other rights that Invoice Simple may have against You arising from a violation of these End User Terms or of any other documents referenced herein.
These End User Terms will be governed by and construed in all respects in accordance with the laws of the Province of British Columbia and the law of Canada, without regard to its conflicts of laws principles. In the event any proceeding or lawsuit is brought in connection with this Agreement, the prevailing party in such proceeding will be entitled to receive its reasonable costs, expert witness and attorneys’ fees.
14. PRIVACY & SECURITY
You are solely responsible for maintaining the confidentiality and security of the username(s) and password(s) for Your account(s) with the Customer(s) who use the Services, and with any third-party accounts you access via the Services, and You assume all liability for sharing or disclosing such username(s) and password(s). You agree to immediately contact the applicable Customer or third-party if You become aware that the security of the username(s) and password(s) for Your account(s) with such Customer/third-party may have been compromised or if there has been unauthorized access to the username(s) and password(s) for Your account(s) with such Customer/third-party. You are solely responsible for all activity occurring under the username(s) and password(s) for Your account(s) with the Customer who use the Services. Access to and use of password-protected and/or secure areas of the Sites and Services is restricted to authorized users only.
You acknowledge that this is an online service. A printed version of these electronically presented End User Terms and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to these End User Terms to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.
You agree that regardless of any statute or law to the contrary, any claim or cause of action You bring arising out of or related to Your use of the Services, or these End User Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred.
Notwithstanding any cancellation or termination of these Services, or of Your account or Your enrollment, Sections 2-5, and 8-15 of these End User Terms shall survive any such cancellation or termination.
Your acceptance of these End User Terms and use of the Services do not create a joint venture, partnership, employment or agency relationship between You and Invoice Simple. You shall not represent in any way that You are in partnership with, are a joint venturer of, or have any employment of agency relationship with Invoice Simple. You may not assign, delegate or transfer Your rights or obligations under these End User Terms and any such prohibited assignment, delegation or transfer shall be null and void.
The section titles in these End User Terms are solely used for the convenience of the parties and have no legal or contractual significance.