Last updated: November 19, 2020
We reserve the right to modify or add to this Agreement at any time, and to change, delete, discontinue, or impose conditions on any feature or aspect of the Service with notice that we in our sole discretion deem to be reasonable in the circumstances, including but not limited to notice on our website or any other website maintained or owned by us and identified to you.
These Payments by Invoice Simple Terms of Service (this “Agreement”) constitute a legal agreement between you (“Merchant”, “User,” “You” or “Your”) and Zenvoice Software Inc. (“Invoice Simple,” “We,” “Our” or “Us”) and govern your access to and use of Invoice Simple’s payment services (the “Service” or “Payments by Invoice Simple”). To use the Service, you must agree to all the terms of this Agreement. “You” includes the business registering for the Service, the business owner or principal and the individual registering the business for the Service.
PLEASE READ THIS AGREEMENT AND THE INVOICE SIMPLE TOU CAREFULLY BEFORE USING OR ACCESSING THE SERVICE. EACH TIME YOU USE THE SERVICE, YOUR USE INDICATES YOUR FULL ACCEPTANCE OF AND AGREEMENT TO ABIDE BY THIS AGREEMENT AND THE INVOICE SIMPLE TOU IN THEIR THEN CURRENT FORM. IF YOU DO NOT ACCEPT THE TERMS AND CONDITIONS IN THIS AGREEMENT AND THE INVOICE SIMPLE TOU, DO NOT USE OR ACCESS PAYMENTS BY INVOICE SIMPLE. YOUR CONTINUED USE OF AND/OR ACCESS TO THE SERVICE WILL BE DEEMED YOUR CONCLUSIVE ACCEPTANCE OF THE THEN-CURRENT VERSION OF THIS AGREEMENT AND THE INVOICE SIMPLE TOU.
If at any time you do not, cannot or no longer wish to comply with this Agreement and/or the Invoice Simple TOU, your sole and exclusive remedy is to discontinue using and/or accessing the Service, and you shall have no other recourse or remedy against Invoice Simple or any of its employees, agents or representatives. By using the Service, you agree to be bound by the terms and conditions of this Agreement. Your failure to comply with these terms and conditions may result in immediate suspension or termination, or both, of Payments by Invoice Simple and/or any other Service(s).
The Payments by Invoice Simple Service
This Service allows you to accept card payments initiated with cards bearing the trademarks of Visa MasterCard, American Express, Discover, and other payment card networks, and electronic bank account payments over the Automated Clearing House (ACH) Network (collectively, the “Networks”). These transactions are between you and the people who pay you (“Customers”). To facilitate your receipt of payment, Invoice Simple initiates the payment process by providing information to a payment processor. Invoice Simple is not a bank, a money services business, or a payment processor and will not hold funds from a payment transaction at any time. The payment processor relays the information to a bank (the “Bank”) that is a member of the Networks.
The Bank’s obligation to pay you as the Merchant is subject to:
- the provisions of its agreement with Invoice Simple, or
- the “Operating Regulations” of the particular Network.
- The “Operating Regulations” are the guidelines, by-laws, operating regulations and all other rules, policies and procedures of the Networks supported by Invoice Simple including the payment card network operating rules for Visa, MasterCard, Discover or the American Express networks; and the NACHA operating rules governing the ACH network.
Registration and Account
The Service is offered to persons in the United States operating a business selling goods or services. To use the Service, you must register with Invoice Simple to create a Payments by Invoice Simple account (the “Invoice Simple Payment Account”) and you must be at least 18 years old. You may register as an individual (sole proprietor) or as a company or other business entity. If you register as a company or other business entity, you must provide information about the business, as well as information about an owner or principal of the business and you (meaning the individual registering) must be authorized to act on behalf of the business. By registering for an Invoice Simple Account, you represent and warrant that you are registering on your own behalf, or that you are registering on behalf of a business or nonprofit organization and you have the authority to enter into this agreement on its behalf. Your acceptance of this Agreement constitutes acceptance by the business or nonprofit organization.
During the registration process, Invoice Simple collects information about the business owner, including (at a minimum) their:
- Date of birth,
- Social Security Number (SSN),
- Business Name,
- Tax Identification Number (TIN),
- Business Address,
- Telephone Number,
Invoice Simple may request supplemental documentation for identity verification at any time and you agree to provide said documentation upon request. This documentation may include, but is not limited to:
- Government issued identification (such as passport, driver’s license),
- Business licence
- Articles of incorporation
We also require additional information for underwriting and other purposes as set forth below.
Only businesses (including sole proprietors) and nonprofit organizations may register for the Service. You must be either:
- a United States citizen,
- a legal permanent resident of the United States, or
- an authorized United States business or non-profit organization having physical presence in the United States.
Each Invoice Simple Payment Account requires a valid United States bank account.
Verification & Accuracy
You must provide accurate and complete information. If we cannot verify that the information you provide is complete and accurate, we may deny your use of the Service, or close your Invoice Simple Payment Account. You agree to immediately notify us if you discover that any information which you provided to us is inaccurate or out of date and to immediately correct and update all such information as necessary from time to time.
You authorize Invoice Simple, directly or through inquiry of third parties, to verify the accuracy of any information you provide. If you are the business owner or principal of the business registering, you authorize Invoice Simple to obtain a consumer report on you from a consumer reporting agency.
Underwriting and Sharing Information
Invoice Simple may share some or all of the information about you, your website and business, your use of this Service, and your transactions with our partners and service providers (and their respective affiliates, agents, subcontractors, and employees), who may use this information to perform their obligations under their agreements with Invoice Simple, to operate and promote their respective networks, to perform analytics and create reports, to prevent fraud, and for any other lawful purpose. You agree that Invoice Simple, its partners and service providers (and their respective affiliates, agents, subcontractors and employees) are permitted to conduct monitoring of your Merchant website and payment transactions. The Networks may use your name, address, and website address (URL) in any media from time to time in lists of Merchants published by the Networks. At any time, Invoice Simple, its processor or its other partners may conclude that you will not be permitted to use the Service.
If you are the business owner or principal of the business registering, You authorize Invoice Simple, directly or through inquiry of third parties, to request a consumer credit report from a consumer credit reporting agency. We may periodically obtain additional credit reports to determine whether you continue to meet the requirements for the Service.
for regulatory or compliance purposes,
for use in connection with the management and maintenance of the Service,
for the maintenance of customer records about you and to assist us in better serving you, and
to conduct Invoice Simple’s risk management process.
We collect, disclose, use and process information to share and exchange reports and information with credit reporting agencies, credit bureaus and/or any other person, corporation, firm or enterprise with whom you have or propose to have a financial relationship including merchants that accept our cards and to use other third party databases (including registries, licensing authorities, identification services, telecom providers) or references provided by you to obtain or verify information about your financial circumstances, your background, to identify you and detect fraud; We may verify name, address, phone number, email, and other information;
You consent to our collection, disclosure, use and processing of Information about you for the purposes described above. You authorize third parties to give us the Information for these purposes.
By agreeing to this Agreement, you authorize the Bank to hold, receive, and disburse funds on your behalf. You authorize Invoice Simple to instruct the Bank on the manner in which your card transaction settlement funds should be disbursed and the timing of such disbursements. Any funds held by the Bank on your behalf will be referred to as your “Settlement Account,” but such funds are held by the Bank and commingled with other Merchants’ funds in one or more pooled accounts. These pooled accounts are established in the Bank’s name for this purpose. Creation and maintenance of pooled accounts is done at the sole discretion of the Bank. Invoice Simple has no ownership or control, and no right, title or interest in any account in which Merchant funds are held.
Funds associated with your Settlement Account will be held by the Bank, separate from any account used for Invoice Simple corporate funds. Invoice Simple will not and cannot use your funds for our corporate purposes (including the granting of any security or similar interest), will not voluntarily make funds available to our creditors in the event of bankruptcy or for any other purpose, and will not knowingly permit our creditors to attach the funds. You will not receive interest or any other earnings on any funds held by the Bank in association with your Settlement Account. As consideration for using the Service, you irrevocably assign to us or the Bank all rights and legal interests to any interest and/or other earnings or benefits that may accrue or are attributable to the Bank holding your funds in the Settlement Account or Reserve (defined below).
You agree that you have no right to direct the funds in the Settlement Account, and that you may not assign any interest or grant any security interest or lien in the Settlement Account.
Your authorizations set forth herein will remain in full force and effect until your Invoice Simple Payment Account is closed or terminated.
If you carry a negative balance in your Settlement Account for an extended period of time (as defined by Invoice Simple or the Bank in their discretion), the Bank may close your Settlement Account, we may terminate the Service provided to you and we may pursue legal action or other collection efforts.
Designated Merchant Bank Account
You will be required to provide information regarding a valid United States bank account (“Designated Merchant Bank Account”), and you must authorize us and the Bank to debit or credit the Designated Merchant Bank Account for amounts owed to you or by you in connection with the Service. You agree that we and the Bank shall have the right to deduct funds from the Designated Merchant Bank Account to cover any amounts owed by you to either of us.
At any time and from time to time, we or the Bank may temporarily suspend or delay payments to you and/or designate an amount of funds that you must maintain in your Settlement Account (“Reserve”) to secure the performance of your payment obligations under this Agreement. We or the Bank may require a Reserve for any reason, including high chargeback risk or indications of performance problems related to your use of the Service.
The Reserve will be in an amount as reasonably determined by us or the Bank to cover anticipated chargebacks on a payment card network and returns or disputes on the Automated Clearinghouse (ACH) network, returns, unshipped merchandise and/or unfulfilled services or credit risk based on your processing history or such amount designated by our processor. The Reserve may be raised, reduced or removed at any time by Invoice Simple or the Bank, in their sole discretion, based on your payment history, a credit review, the amount of any arbitration award or court judgment against you, or otherwise as Invoice Simple or its processor or the Bank may determine or require.
If you do not have sufficient funds in your Reserve, the Bank may fund the Reserve from any funding source associated with your Settlement Account, including the Designated Merchant Bank Account or any amount Bank owes you, including but not limited to any funds:
- credited to you or your Settlement Account, Designated Merchant Bank Account or any other funding source associated with your Settlement Account,
- due to you under this Agreement, or
- available in any account, or other payment instrument registered with us.
You grant us a security interest in the funds in your Settlement Account, including any Reserve, and those funds will be available to Invoice Simple and the Bank for amounts you owe to us. You agree to execute any additional documentation required for us to perfect our security interest in any funds in your Settlement Account or the Reserve. This security interest survives for as long as there are funds in your Settlement Account or Reserve; however, it does not apply to any funds for which the grant of a security interest would be prohibited by law.
You irrevocably assign to us or the Bank all rights and legal interests to any interest or other earnings that accrue or are attributable to your Reserve.
You agree to pay our fees (the “Fees”) for use of the Service as described in the Fee Schedule below. The Bank withholds these Fees from amounts due to you from your payment transactions, and the Bank remits such Fees to us. You are charged additional Fees for exceptions processing, such as when you receive a chargeback, return or dispute. These Fees are netted by the Bank against other funds due to you or debited by the Bank from your Settlement Account or your Designated Merchant Bank Account.
Charging your customers a fee to pay with a credit card is permitted in some, but not all, states and must be done in compliance with the Operating Regulations of each Network.
Subject to the terms of this Agreement, we reserve the right to change our Fees at any time by notifying you at least thirty (30) days in advance of the change. By continuing to use the Service after being notified of a change, you consent to the change in Fees. To withdraw your consent, you must discontinue using the Service. All Fees, charges, and payments collected or paid through the Service are in U.S. dollars.
You are responsible for determining any and all taxes assessed, incurred, or required to be collected, paid, or withheld, in connection with your use of the Service (“Taxes”). You are solely responsible for collecting, withholding, reporting and remitting correct any Taxes to the appropriate tax authority. Invoice Simple is not obligated to, nor will we determine whether taxes apply, or calculate, collect, report or remit any Taxes to any tax authority arising from your use of the Service.
Invoice Simple or the Bank will report payments and other information related to this Service to regulatory or government authorities as required by law. For example, Invoice Simple or the Bank will report to the Internal Revenue Service (“IRS”) on Form 1099-K as required by law, your name, address, Tax Identification Number (such as Employment Identification Number or Social Security Number), the total dollar amount of the payments you receive in a calendar year, and the total dollar amount of the payments you receive for each month in a calendar year.
You will not, and will use commercially reasonable efforts to make sure a third party does not:
- Act as a money services business, money transmitter, payment intermediary, aggregator or service bureau or otherwise resell our services on behalf of any third party.
- Use the Service to handle, process or transmit funds for any third party.
- Abuse the payment system or violate the Operating Regulations, in the reasonable opinion of the Networks or Invoice Simple;
- Transferring funds between bank accounts held in the same name;
- Use the Service to process cash advances.
- Sell, resell, lease or the functional equivalent, the Service to a third party;
- Attempt to create a substitute or similar service through use of, or access to, the Service;
- Use the Payments by Invoice Simple to export or re-export any Service(s) or content thereon or any portion thereof, in violation of the export control laws and regulations of the United States of America.
- Use the Services, or a component of the Services, in a manner not authorized by Invoice Simple or outside of the intended use of the Service.
- Over in the legal section is a list of payments things you can’t do. You also need to make sure you’re not enabling other people to do these things either.
In addition, you agree not to, and not to allow third-parties, agents, affiliates or designees to, access or use the Service:
- Except as required in connection with the Payments by Invoice Simple Service, to post, store, e-mail, upload, scan or otherwise provide to Invoice Simple, either directly or indirectly, otherwise confidential information to the Service, including, without limitation, any third party’s payment information, or your or any third party’s social security, social insurance, or alternate government-issued identity numbers, non-public phone numbers, or non-public email addresses. This prohibition includes but is not limited to the posting or storing of images or scans containing such prohibited information;
- To post, transmit, or distribute content that is false, misleading, unlawful, obscene, indecent, lewd, pornographic, hateful, abusive, inflammatory, or that violates the rights of others;
- To violate, or encourage the violation of, the legal rights of others;
- For any illegal, unlawful, invasive, infringing, defamatory or fraudulent purpose;
- To collect, or attempt to collect, personal information about users or third parties without their consent, or using such information except as necessary to use the Service;
- To send unsolicited offers, advertisements, proposals, or junk mail or spam to others;
- To, intentionally or otherwise, distribute viruses, worms, Trojan horses, corrupted files, hoaxes or other items of a destructive or deceptive nature;
- To interfere with the use of the Service, or the equipment used to provide the Service, by customers, or other authorized users;
- To alter, disable, interfere with or circumvent any aspect of the Service;
- To violate the security of Payments by Invoice Simple or attempt to gain unauthorized access to any Service, or Invoice Simple’s computer systems or networks connected to any server associated with Invoice Simple; or
- To attempt to reverse engineer Payments by Invoice Simple or any other Service or any component thereof;
Unauthorized or Illegal Use
In addition, you will use commercially reasonable efforts to prevent unauthorized use of the Service and to immediately disable and terminate any unauthorized use. You are responsible for all use of your Invoice Simple Payment Account and your User ID and other access information (e.g. passwords, if any). You will promptly notify Invoice Simple of any unauthorized use of, or access to, the Service of which you become aware.
Invoice Simple may suspend, disable, or change your Invoice Simple Payment Account or User ID (or password) at any time if Invoice Simple believes that any such of your access information has been compromised, that you or someone using your Invoice Simple Payment Account is a threat to the integrity or security of any Service(s), or if Invoice Simple has another reasonable basis for doing so.
Invoice Simple may decide to instruct the Bank to not authorize or settle any transaction that you submit to us if we believe that the transaction is in violation this Agreement, or exposes you, other Payments by Invoice Simple users, our processor, or us to potential harm. Harm includes, but is not limited to, any risk of loss or damage, fraud and other criminal acts.
If we have reason to suspect unauthorized, illegal, or criminal activity, we will share information about you, your Invoice Simple Payment Account, your Settlement Account and any of your transactions with law enforcement.
Prohibited Payment Activities
By registering for Payments by Invoice Simple as a Merchant, you also confirm that you will not accept payments or use the Service in connection with the following activities, items or services:
- Adult content
- Alimony, child support, or other court-ordered payments
- Bail bonds
- Bankruptcy lawyers
- Buyers’ clubs, discount clubs or membership clubs
- Check cashing, or payment for a dishonored check
- Computer repair or maintenance services
- Cruise lines
- Credit counseling or credit repair agencies
- Credit protection or identity theft protection services
- Counterfeit goods
- Debt collection, consolidation, or reduction services
- Digital currencies
- Direct marketing of subscription offers
- Distressed property sales and marketing
- Door to door sales
- Drugs, drug paraphernalia, or items that may represent them
- Factoring, liquidators, bailiffs, bail bondsmen
- Financial services, such as cash advances, bill payment, loans, prepaid cards, wire transfers, or sales of money orders or foreign currency
- Gambling or betting, including lottery tickets, casino gaming chips, fantasy football, memberships on gambling-related internet sites
- Hate, violence, racial intolerance, or the financial exploitation of a crime
- Infomercial merchants
- Internet pharmacies or pharmacy referral sites
- Inbound or outbound telemarketing businesses including lead generation businesses
- Licensed or franchised goods or services
- Medical equipment
- Multi-level marketing businesses
- Obscene or pornographic items
- Pharmaceuticals, including medical marijuana
- Prepaid phone cards or phone services
- Prostitution, escort services, massage parlors, and related sexual services
- Real estate or motor vehicle sales
- Rebate or upsell programs
- Scrip-dispensing terminal
- Timeshares, timeshare resales and related marketing
- Tobacco, cigarettes, or e-cigarettes
- Unlawful activities or items, or activities or items that encourage, promote, facilitate others regarding the same
- Violent acts or activities or items that encourage, promote, facilitate others regarding the same
- Weapons, ammunition or other accessories
- Weight loss programs
This list is the types of business that Invoice Simple or our partners have decided won’t be supported with this service.
If you fall within the following exclusions, you will not accept cards bearing the trademarks of American Express:
- Equities (including stocks, bonds, or any other ownership position in a corporation)
- Goods or services to be delivered more than four (4) months in the future, with an intention of gaining return on investment
- Internet auctions
- Political parties
- Telecommunications (including wireless, cable, satellite, wireline, and ISP)
- Travel industry (including car rental, lodging, and other travel tour operators)
Accepted Forms Of Payment
Payment Cards: Invoice Simple supports most credit, debit, prepaid or gift cards bearing Visa, MasterCard, Discover or American Express trademarks. We may add or remove support for certain payment cards at any time without prior notice. We may elect only to process cards that receive an authorization from the applicable issuer. You agree to accept all of the cards issued by Networks that Invoice Simple supports in accordance with the terms of this Agreement and the Operating Regulations.
ACH Bank Payments: Invoice Simple permits you to accept an electronic ACH payment from a Customer’s bank account. The Automated Clearinghouse (ACH) network is controlled and managed by the National Automated Clearinghouse Association (NACHA) and member banks. When submitting payments over the ACH network, you are required to and agree to comply with the Operating Regulations for use of the ACH Network on NACHA’s web site.
You understand and accept your role as the originator of ACH payments and you understand that your customers’ consent is required to debit their bank account and initiate a payment over the ACH network. This consent must be in a form and manner that complies with Operating Regulations and the required documentation for ACH transactions. You may not attempt to send or receive funds to or from a person, entity or state where such transactions are prohibited by US law.
Payment Transactions are indicated as Payment, Recurring Payment or Refund.
“Payment” indicates that a transaction has been initiated and when cleared the funds will be available in your Settlement Account. If Invoice Simple determines that the transaction is related to a restricted or prohibited business or activity or that the transaction is the result of fraudulent activity, Invoice Simple may reverse or refund the transaction at any time.
“Recurring Payment” You may use some Services to receive recurring or subscription payments from your Customers. If you use the Service to submit these recurring or subscription Payments, you agree to comply with applicable Laws, including clearly informing Customers in advance of submitting the initial Payment that they will be charged on an ongoing basis and explaining the method for unsubscribing or cancelling their recurring billing or subscription.
“Refund” indicates that a transaction has been reversed, in whole or in part, or canceled. This could be due to you issuing a refund or due to inaccurate or incomplete information about your Account, our inability to validate the legitimacy of the payment, Customer, or you. You may contact Invoice Simple Support for more information. Although payments are refunded, the removal of an authorization on a Customer account or a return of funds to a Customer account may not be immediate and Invoice Simple cannot guarantee funds availability within a specific timeframe. You understand that as the Merchant, you will be responsible and liable for any refunds, chargebacks and returns of Payments.
Upon the submission of transaction information by Invoice Simple to our processor, a Customer account will be debited or credited by the Bank.
You agree that the Customer’s obligation to you is treated as paid at the time of: our submission of this transaction to our processor; and the resulting initiation of processing by the Bank.
After the initiation of processing by the Bank, you agree not to attempt to collect or otherwise seek payment from the Customer, because you agree that the Customer’s obligation to you has been conclusively discharged. You agree that the Customer is a third-party beneficiary of the preceding two sentences.
At any time, generally up to 90 days, or longer as defined by the Networks, from the transaction date, a transaction may be disputed by the Customer. Any such disputes resolved in favor of the Customer may result in reversal of the disputed transaction.
Invoice Simple reserves the right to limit or restrict transaction size or volume at any time. We will consider a variety of factors in making this decision and will make this determination at our sole discretion.
You authorize the Bank to hold, receive, disburse and settle funds on your behalf. Your authorization permits the Bank to generate a paper draft or electronic funds transfer to process each payment transaction that you or your Customers may authorize. Subject to this Agreement, you also authorize the Bank to debit or credit any payment card or other payment method Invoice Simple accepts.
You authorize the Bank to initiate electronic ACH entries to each Designated Merchant Bank Account, and to initiate adjustments for any transactions credited or debited in error.
Your authorization will remain in full force and effect until you notify us that you revoke it by contacting customer support, terminating the Service or by closing your Invoice Simple Payment Account. You understand that Invoice Simple requires a reasonable time to act on your revocation, generally not to exceed five (5) business days.
Bank Payments are processed through the ACH/EFT network and require 2 to 5 business days to clear. The Bank will process Bank Payments and deposit funds to your Designated Merchant Bank Account within 2 business days of Bank Payments being verified. Bank Payments are usually verified in 2 business days, however in some circumstances we may deposit funds to your Designated Merchant Bank Account before the Bank Payment is verified. This means Bank Payments could be deposited into your Designated Merchant Bank Account as early as 2 business days and as late as 7 business days.
Note: If your bank payment is settled to your Designated Merchant Bank Account before it is verified, the bank payment is at risk of returning after you receive funds. If you are shipping products you may choose to wait until the payment is verified. The only way to be certain the bank payment has been verified is if a return is not received within 5 business days of the original sale.
Funds will be transferred by the Bank to your Designated Merchant Bank Account according to the transfer schedule displayed in the Service. Regardless of the transfer schedule, the Bank will transfer funds to the Designated Merchant Bank Account no more than thirty (30) days after funds settle to the Bank, subject to any Reserve imposed, as described in the Reserve section of this Agreement and any set-off rights we or the Bank may have against such funds. Neither the Bank nor Invoice Simple shall have any liability for refunds, reversal or returns of transactions.
Settlements by the Bank to your Designated Merchant Bank Account may be limited or delayed based on your perceived risk and history with Invoice Simple. We will consider a variety of factors in making this decision and will make this determination at our sole discretion.
Should Invoice Simple need to conduct an investigation or resolve any pending dispute related to your Settlement Account or the Service provided to you, Invoice Simple or the Bank may defer payout or restrict access to your funds for the entire time it takes us to do so. The Bank may also defer payout or restrict access to your funds as required by law or court order, or if otherwise requested by law enforcement or governmental entity.
All settlements to Merchants are subject to review for risk and compliance purposes and can be delayed or postponed at Invoice Simple’s sole discretion.
Invoice Simple’s Security
We have implemented technical and organizational measures designed to secure your personal information from accidental loss and from unauthorized access, use, alteration or disclosure. You acknowledge that you provide your personal information at your own risk.
If you discover a security related issue, you agree to inform us of the issue immediately by contacting the Invoice Simple Security Team at [email protected] You also agree not to disclose the issue until Invoice Simple has addressed it.
Cardholder Data Security
“Cardholder Data” is information associated with a payment card, such as account number, expiration date, and CVV / CVC.
If you handle, transmit, or store any Cardholder Data in connection with your use of the Service or the Invoice Simple API, you agree to comply at all times with the Payment Card Industry Data Security Standards (“PCI DSS”). Further, you agree to certify such compliance and provide documentation in accordance with the Operating Regulations, or when asked by Invoice Simple to do so. You also agree that you will use only PCI compliant service providers in connection with the storage, processing, or transmission of Cardholder Data.
You are fully responsible for the security of data (including but not limited to Cardholder Data) on your website or otherwise in your possession or control. You agree to comply with all applicable laws and rules in connection with your collection, security and dissemination of any personal, financial, or transaction information.
Unless you receive the express consent of your Customer, you may not retain, track, monitor, store, disclose or otherwise use Cardholder Data except for the transaction for which it was given.
Roles and Responsibilities
Invoice Simple provides data processing services for Merchants. Invoice Simple is a Payment Service Provider (“PSP”), not a bank, money transmitter, or Money Services Business (“MSB”), and we do not offer banking or MSB services as defined by the United States Department of Treasury.
As a PSP, Invoice Simple collects, analyzes and relays information generated in connection with payments between Customers and Merchants. you authorize Invoice Simple to provide this information to the Bank in order for the Bank to facilitate payments from Customers to you through the Networks. As a result, the Bank – and not Invoice Simple – actually conducts the settlement of payment transactions to you. Invoice Simple does not at any point hold, own or control funds in connection with the Services, nor does Invoice Simple transmit money or monetary value. In connection with the Services, Invoice Simple does not actually or constructively receive, take possession of or hold any money or monetary value for transmission, and does not advertise, solicit or hold itself out as receiving money for transmission. The Bank is the party with sole responsibility for conducting the settlement of funds between Customers and Merchants.
In order to act as a PSP, Invoice Simple must enter into agreements with the Networks, processors and the Bank. You are not a third-party beneficiary of these agreements. Each of the Networks is a third-party beneficiary of this Agreement and has beneficiary rights, but not obligations, and may enforce this Agreement against you. Some of these third parties may require a direct agreement with you. If you are required to enter into such an agreement and decline to do so, we may suspend or terminate your Account.
You agree to be bound by the Merchant Services Agreement set forth in Exhibit A to this Agreement if it applies to you. The Merchant Services Agreement applies to you if, for example, you receive more than $1,000,000 in Visa payments or $1,000,000 in MasterCard payments in a twelve month period. By accepting this Agreement (by “click through” or otherwise), you also agree to the terms and conditions of the Merchant Services Agreement, which constitutes a legal binding contract between you, on the one hand, and, if applicable, VANTIV, LLC and its designated Member Bank.
You acknowledge that, if you have either:
- $1,000,000 or greater in American Express charge volume in period of twelve consecutive months, or
- greater than $100,000 in American Express charge volume in any three consecutive months,
you will be converted to a direct card acceptance relationship with American Express and, upon conversion, you will be bound by the then-current American Express Card acceptance agreement and American Express will set the discount and other fees payable by you for American Express Card acceptance.
You also agree to comply with the Networks’ regulations and rules applicable to merchants. The Networks make excerpts of their respective Operating Regulations available on their websites (including usa.visa.com, mastercard.com, discover.com, americanexpress.com/merchantopguide and nacha.org).
Customer Service Provided by Merchants
You are solely responsible for all customer service issues relating to your goods or services, including pricing, order fulfillment, order cancellation by you or the Customer, returns, refunds and adjustments, rebates, functionality and warranty, technical support and feedback concerning experiences with your personnel, policies or processes. In performing customer service, you will always present yourself as a separate entity from Invoice Simple. If your Customer’s payment is rejected or returned for any reason, Invoice Simple shall not be liable for any fees, including a nonsufficient funds (“NSF”) fee, that you may choose to charge your Customer. Invoice Simple does not permit a Merchant to charge a Customer an electronic NSF fee through the Service. You will cooperate with Invoice Simple to assure that Customers have access to clear customer service information, including an active customer service email address or telephone number.
Refunds Provided by Merchants
You agree to process returns of, and provide refunds and adjustments for goods or services through your Invoice Simple Payment Account in accordance with this Agreement and the Operating Regulations.
The Operating Regulations require that you will:
maintain a fair return, cancellation or adjustment policy;
disclose your return or cancellation policy to Customers at the time of purchase,
not give cash refunds to a Customer in connection with a payment card sale, unless required by law, and
not accept cash or any other item of value for preparing a payment card sale refund.
The amount of the refund or adjustment must include all taxes required to be refunded and must not exceed the original sales total excepting for any reimbursement to the customer to cover shipping costs for the return of merchandise.
You may process refunds and adjustments through the Service at any time. These refunds and adjustments are subject to this Agreement and the Operating Regulations. If your Settlement Account balance is insufficient to cover the refund, you authorize Invoice Simple to process a request to the Bank to withdraw sufficient funds from your Designated Merchant Bank Account to credit back to your Customer’s account.
Your refund policies must be the same for all payment methods. When processing a full refund, Invoice Simple will refund the Fees for the transaction so your Customer receives the full purchase amount. If your refund policy prohibits returns or your Customer is dissatisfied with your refund policy, the Customer may chargeback the payment.
Merchant’s Liability for Chargebacks and Returns
The amount of a payment may be charged back to you and deducted from your Settlement Account or Designated Merchant Bank if
- it is disputed by a Customer,
- it is reversed for any reason,
- it was not authorized or we have any reason to believe that the transaction was not authorized, or
- it is unlawful, suspicious, or in violation of the terms of this Agreement.
You are liable for all chargebacks and returns, whether or not the chargeback or return complies with the Operating Regulations.
How Invoice Simple Handles Chargebacks and Returns
In the event of a disputed transaction, Invoice Simple will issue a request to the Bank to withdraw funds for the amount of any chargeback or return and any associated Fees, fines, or penalties assessed by the Bank, our processor or the Networks. If you do not have sufficient funds in your Settlement Account or Designated Merchant Bank Account, we will have the remedies set forth in the “Our Set-off and Collection Rights” section of this Agreement. If you have pending chargebacks or returns, the Bank may delay or reduce payouts to you.
If Invoice Simple reasonably believes that a chargeback or return is likely with respect to any transaction, we may instruct the Bank to withhold the amount of the potential chargeback or return from payments otherwise due to you under this Agreement until such time that:
- a chargeback or return is assessed due to a Customer’s complaint, in which case the Bank will retain and refund the funds;
- the period of time under applicable law or Operating Regulation by which the Customer may dispute that the transaction has expired; or
- we determine that a chargeback or return on the transaction will not occur.
If we determine that you are incurring an excessive amount of Chargebacks or returns, Invoice Simple or the Bank may establish controls or conditions governing your Settlement Account and Service, including without limitation, by
- assessing additional Fees,
- creating a Reserve in an amount reasonably determined by us to cover anticipated chargebacks and related fees,
delaying payouts, and
- terminating or suspending the Service or closing your Invoice Simple Payment Account.
You acknowledge that we may be required to report your name to one or more of the Networks if you experience excessive chargebacks or excessive returns, and you waive any claims you may have a result of such reporting. You agree to assist us when requested, at your expense, in the investigation of any transactions you have processed through the Service. To that end, you permit us to share information about a chargeback or return with the Customer, the Customer’s financial institution, and your financial institution in order to investigate and/or mediate a chargeback. We may request necessary information from you to contest the chargeback or return. If the chargeback or return is contested successfully, we will instruct the Bank to release the reserved funds to you. If a chargeback dispute is not resolved in your favor by the Networks or issuing bank or you choose not to contest the chargeback or return, Invoice Simple may recover the chargeback or returned amount and any associated Fees as described in this Agreement. You acknowledge that your failure to assist us in a timely manner when investigating a transaction, including providing us the necessary documentation within seven (7) days of our request, may result in an irreversible chargeback. We reserve the right, upon notice to you, to charge a fee for mediating and/or investigating such disputes.
Our Set-off and Collection Rights
To the extent permitted by law, the Bank may set off against any balances in your Settlement Account and your Designated Merchant Bank Account, or against any amounts due to you, for any obligation you owe us under this Agreement, including without limitation any chargebacks or returns. All Fees are charged at the time of transaction processing and are first deducted from the transferred or collected funds and thereafter from your Settlement Account and then from your Designated Merchant Bank Account. If you do not have sufficient funds in such accounts, the Bank may collect from any funding source associated with your Settlement Account, or from any other account under your control, or from any funding source associated with such other account, including but not limited to any funds:
- deposited by you,
- due to you under this Agreement, or
- available in your bank account, or other payment instrument registered with the Bank.
Your failure to pay, in full, amounts that you owe us on demand will be a breach of this Agreement. You will be liable for all costs and expenses incurred by or on behalf of us in association with collection in addition to the amount owed, including without limitation legal fees and expenses, collection agency fees, and interest at the lesser of one-and-one-half percent (1.5%) per month or the highest rate permitted by law. In its discretion, Invoice Simple may make appropriate reports to credit reporting agencies and law enforcement authorities, and cooperate with them in any resulting investigation or prosecution. You hereby expressly agree that all communication in relation to delinquent accounts will be made by electronic mail or by phone, as provided by you to Invoice Simple. Such communication may be made by Invoice Simple or by anyone on its behalf, including but not limited to a third-party collection agent.
If there is no activity in your Settlement Account (including access or payment transactions) and the Bank has been unable to transfer the funds to your Designated Merchant Bank Account for the period of time set forth in the applicable unclaimed property laws, and you have a credit, we may notify you by sending an email to your registered email address. We may also notify you by U.S. mail. We may give you the option of keeping your Settlement Account open, requesting a transfer to a Designated Merchant Bank Account, or requesting a check. If you do not respond to our notice within the time period specified in the notice, we may close your Settlement Account and the Bank will escheat your funds in accordance with applicable law.
By accepting this Agreement, you agree and give consent that Invoice Simple can provide all communications, agreements, documents, notices, and disclosures (collectively, “Communications”), required by law and other information related to your Account electronically, by email sent to the address listed in your Account registration, by emailing you a link or instructions how to access them on a website, or (if permitted by law) by posting them on our website. Communications include, but are not limited to:
- annual disclosures;
- transaction receipts or confirmations;
- communication in relation to delinquent accounts (which may also be by phone, and may be made by Invoice Simple or by anyone on its behalf, including a third party collection agent);
- Invoice Simple Payments Account statements and history; and
- federal and state tax statements.
You agree that any such electronic Communications have the same meaning and effect as if we had provided you with paper Communications. Communications are considered received by you within 24 hours of the time they are emailed to you or posted to our Site. You further agree that your electronic signature (e-signature) has the same effect as your manual, physical signature.
By agreeing to this Agreement, you are confirming that you are able to receive, open, and print or download a copy of any Communications for your records. It is important for you to retain copies of Communications because they may not be accessible in your Invoice Simple Payment Account at a later date.
How to Withdraw Your Consent
You may withdraw your consent to receive IRS Form 1099-K electronically, independently of your consent to receive electronic Communications in general, by contacting us as described above. You will continue to receive all other Communications electronically, but we will send IRS Form 1099-K to you by U.S. mail, free of charge.
Requesting Paper Copies of Electronic Communications
You may request a paper copy of any Communication we send you within 180 days of the original send date, by contacting us as described above. We will send the paper copy to you by U.S. mail. In order for us to send you paper copies, you must have a current street address on file in your Account. You understand and agree that Invoice Simple may charge you an exceptions fee for each paper copy of a Communication. Invoice Simple will not charge a fee if you request a Form 1099-K in paper form.
Updating Your Contact Information</h3<
You are responsible for ensuring your contact information is kept up to date, including without limitation your primary email address. You understand and agree that if Invoice Simple sends you an electronic Communication but you do not receive it because our record of your primary email address is incorrect, blocked by your service provider, or you are otherwise unable to receive electronic Communications, Invoice Simple will be deemed to have provided the Communication to you. Please note that if you use a spam filter that blocks or re-routes emails from senders not listed in your email address book, you must add Invoice Simple to your email address book so that you will be able to receive the Communications we send to you.
You can update your contact information at any time by logging into your Invoice Simple account, selecting “Your Profile” from the dropdown menu that appears when you click the down arrow next to “Account” at the top right of the screen, and entering your up to date information. If your primary email address becomes invalid such that electronic Communications sent to you by Invoice Simple are returned, Invoice Simple may close your Invoice Simple Payment Account, and you will not be able to transact any activity using your Invoice Simple Payment Account until we receive a valid, functional primary email address from you.
If your Account is terminated for any reason, you agree:
- to continue to be bound by this Agreement,
- to immediately stop using the Service,
- that the license provided under this Agreement shall end,
- that Invoice Simple shall not be liable to you or any third party for termination of access to the Service, deletion of your information or Invoice Simple Payment Account data, or export of your information or Invoice Simple Payment Account data.
Your Right to Terminate
If you choose to terminate this Agreement, you may do so at any time by terminating the Service. Any funds held for you by the Bank at the time of termination of the Service, less any applicable Fees, will be paid out to you according to your payout schedule, assuming all payout-related authentication requirements have been fulfilled (for example, you may not close your Invoice Simple Payment Account as a means of evading your payout schedule). If an investigation is pending at the time you close your Invoice Simple Payment Account, the Bank may hold your funds as described herein. If you are later determined to be entitled to some or all of the funds in dispute, the Bank will release those funds to you.
Our Right to Terminate
Upon notice to you, we may terminate this Agreement and terminate the Service for any reason with or without cause. We may choose to terminate providing the Service to you without terminating your other Invoice Simple services. We may also suspend your access to the Service and instruct the Bank to suspend access to your Settlement Account (including the funds in your Account) if you:
- have violated the terms of Invoice Simple’s policies or this Agreement,
- have been reasonably deemed to pose an unacceptable credit or fraud risk to us, or
- have provided any false, incomplete, inaccurate, or misleading information or have otherwise engaged in fraudulent or illegal conduct.
Effect of Termination
We will not be liable to you for compensation, reimbursement, or damages in connection with any termination or suspension of the Service. Any termination of this Agreement does not relieve you of any obligations to pay any Fees or costs accrued prior to the termination and any other amounts owed by you to us as provided in this Agreement.
Warranties and Limitation of Liability
Limitations on Invoice Simple’s Responsibility
Invoice Simple makes no representations or guarantees regarding Merchants or Customers utilizing our Service. Use of our Service in no way represents any endorsement by Invoice Simple or by any Network, of a Merchant’s or Customer’s existence, legitimacy, policies or practices. Invoice Simple does not have control of, or liability for, goods or services that are paid for with the Service.
Invoice Simple’s providing a service, but making no claims about the quality of the people using it (even though I’m sure most of you are great people!) or the good/services being sold.
If you operate a charitable organization, you may use Invoice Simple to accept payments by registering as a Merchant. It is the responsibility of the Merchant and specifically not Invoice Simple, to appropriately classify their organization and transactions, issue any required reports and receipts, and make any required tax or other filings. Not all charitable organizations are tax-exempt, and not all contributions to charitable organizations are tax-deductible. Contributors are responsible for verifying the status of organizations to which they donate and reporting their donations correctly for tax and other purposes. Invoice Simple specifically disclaims any liability in this regard.
We may require you to submit proof such as your IRS determination letter to verify your tax-exempt status.
You can still use Invoice Simple if you’re a charity, but you’re responsible for understanding the tax rules around this.
We’re being really very clear about this: It is up to you to make sure that your taxes are done correctly.
Representations and Warranties
You represent and warrant to us that:
- you are eligible to register and use the Service and have the right, power, and ability to enter into and perform under this Agreement;
- the name provided by you when you registered for the Service is your name, or the business name, under which you sell goods and services;
- any payment transaction submitted by you will represent a bona fide sale by you;
- any payment transactions submitted by you will accurately describe the goods and/or services sold and delivered to a customer;
- you will fulfill all of your obligations to each Customer for which you submit a transaction and will resolve any consumer dispute or complaint directly with the Customer;
- you and all transactions initiated by you will comply with all federal, state, and local laws, rules, and regulations applicable to your business, including any applicable tax laws and regulations and the Operating Regulations of the applicable Network;
- except in the ordinary course of business, no transaction submitted by you through the Service will represent a sale to any principal, partner, proprietor, or owner of your entity;
- you will not use the Service, directly or indirectly, for any fraudulent undertaking or in any manner so as to interfere with the use of the Service;
- your use of the Service will be in compliance with this Agreement.
This is the section where you’re telling us that you have all the rights and permissions necessary to use Invoice Simple. You’re also saying you’ll comply with the law.
Invoice Simple makes no representations that the Service is appropriate or available for use in other locations. Those who access or use the Service from other jurisdictions do so at their own volition and are entirely responsible for compliance with all applicable United States and local laws and regulations, including but not limited to export and import regulations. You may not use the Service unless you are a resident of the United States. You may not use the Service if you are a foreign person or entity blocked or denied by the United States government. Unless otherwise explicitly stated, all materials found on the Service are solely directed to individuals, companies, or other entities located in the United States.
This service is available to people in the United States of America, but it isn’t available everywhere. By using it, you’ve got to make sure you’re not breaking any embargo rules.
Disclaimer of Warranties by Invoice Simple
THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. USE OF THE SERVICE IS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE IS PROVIDED WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM INVOICE SIMPLE OR THROUGH THE SERVICE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN. WITHOUT LIMITING THE FOREGOING, INVOICE SIMPLE, ITS PROCESSORS, ITS PROVIDERS, ITS LICENSORS AND THE BANK (AND THEIR RESPECTIVE SUBSIDIARIES, AFFILIATES, AGENTS, DIRECTORS, AND EMPLOYEES) DO NOT WARRANT THAT THE CONTENT IS ACCURATE, RELIABLE OR CORRECT; THAT THE SERVICE WILL MEET YOUR REQUIREMENTS; THAT THE SERVICE WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
INVOICE SIMPLE DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SERVICE OR ANY HYPERLINKED WEBSITE OR SERVICE, OR FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND INVOICE SIMPLE WILL NOT BE A PARTY TO OR IN ANY WAY MONITOR ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.
While typically the hardest sections to read, these all-caps blocks are intended to be conspicuous so that you’ll read them. There’s some very important (and fairly standard) butt-covering material in there. Please read it.
This service is as-is. We’re also being very clear that we’re not responsible for the people that use the service or what they’re selling.
You will indemnify, defend and hold us and our processors and partners harmless (and our and their respective employees, directors, agents, affiliates and representatives) from and against any and all claims, costs, losses, damages, judgments, tax assessments, penalties, interest, and expenses (including without limitation reasonable attorneys’ fees) arising out of any claim, action, audit, investigation, inquiry, or other proceeding instituted by a third party person or entity that arises out of or relates to:
- Any actual or alleged breach of your representations, warranties, or obligations set forth in this Agreement, including without limitation any violation of our policies or the Operating Regulations;
- your wrongful or improper use of the Service;
- Any transaction submitted by you through the Service (including without limitation the accuracy of any product information that you provide or any claim or dispute arising out of products or services offered or sold by you);
- your violation of any third-party right, including without limitation any right of privacy, publicity rights or intellectual property rights;
- your violation of any law, rule or regulation of the United States or any other country; or
- Any other party’s access and/or use of the Service with your unique username, password or other appropriate security code.
- If anyone sues us because you used Invoice Simple for less-than-seemly purposes or in a way that violates the agreement, you agree to pay our legal fees and any other penalties.
Limitation of Liabilities and Damages
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL INVOICE SIMPLE, ITS PROCESSORS, SUPPLIERS, LICENSORS, NETWORKS OR THE BANK (OR THEIR RESPECTIVE AFFILIATES, AGENTS, DIRECTORS AND EMPLOYEES) BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, THAT RESULT FROM THE USE OF, INABILITY TO USE, OR UNAVAILABILITY OF THE SERVICE. UNDER NO CIRCUMSTANCES WILL INVOICE SIMPLE BE RESPONSIBLE FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICE OR YOUR ACCOUNT OR THE INFORMATION CONTAINED THEREIN.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, INVOICE SIMPLE, ITS PROCESSORS, THE NETWORKS AND THE BANK (AND THEIR RESPECTIVE AFFILIATES, AGENTS, DIRECTORS, AND EMPLOYEES) ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT; (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF THE SERVICE; (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN; (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICE, OR ANY DELAY IN PERFORMING OUR OBLIGATIONS UNDER THIS AGREEMENT, REGARDLESS OF WHETHER THE FAILURE OR DELAY IS CAUSED BY AN EVENT OR CONDITION BEYOND OUR CONTROL; (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH THE SERVICE BY ANY THIRD PARTY; (VI) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH THE SERVICE; AND/OR (VII) USER CONTENT OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY. IN NO EVENT SHALL INVOICE SIMPLE, ITS PROCESSORS, AGENTS, SUPPLIERS, LICENSORS, NETWORKS OR THE BANK (OR THEIR RESPECTIVE AFFILIATES, AGENTS, DIRECTORS, AND EMPLOYEES) BE LIABLE TO YOU FOR ANY CLAIMS, PROCEEDINGS, LIABILITIES, OBLIGATIONS, DAMAGES, LOSSES OR COSTS IN AN AMOUNT EXCEEDING THE AMOUNT OF FEES EARNED BY US IN CONNECTION WITH YOUR USE OF THE SERVICE DURING THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM FOR LIABILITY.
As noted above, this is conspicuous because it is important. You should read the whole document, but you should really really read these bits.
The lawyers are in full swing here, limiting as much as legally possible what Invoice Simple (and everyone else involved on our end) is liable for.
THIS SECTION AFFECTS YOUR RIGHTS. PLEASE READ CAREFULLY BEFORE AGREEING TO THIS PROVISION.
GENERALLY. In the interest of resolving disputes between you and Payments by Invoice Simple in the most expedient and cost effective manner, you and Payments by Invoice Simple agree that any and all disputes arising in connection with the Service will be resolved by binding arbitration. Arbitration is an alternative to a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, may allow for more limited discovery than in court, and can be subject to very limited review by courts. Arbitration procedures are generally simpler than the rules that apply in court, and discovery is more limited. Arbitrators can award the same damages and relief that a court can award. Our agreement to arbitrate disputes includes all claims arising out of or relating to any aspect of the Service, whether based in equity, contract, tort, statute, fraud, misrepresentation or any other legal theory, and regardless of whether the claims arise during or after the termination of the Service. The arbitrator’s decisions are as enforceable as any court order and are subject to very limited review by a court.
YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THIS AGREEMENT, YOU AND PAYMENTS BY INVOICE SIMPLE ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION IN COURT OR IN ARBITRATION.
EXCEPTIONS. We both agree that nothing in this Agreement will be deemed to waive, preclude, or otherwise limit either of our right to (i) bring an individual action in small claims court, or (ii) pursue enforcement actions through applicable federal, state, or local agencies where such actions are available.
ARBITRATION RULES. Any arbitration between you and Payments by Invoice Simple will be governed by the Commercial Arbitration Rules of the American Arbitration Association (“AAA”), as modified by any other instructions that the parties may agree upon at the time (collectively, the “AAA Rules”), and will be administered by the AAA. The AAA Rules and filing forms are available online at www.adr.org, or by calling the AAA at 1-800-778-7879. Your arbitration filing fees will be governed by the AAA Rules. You will be responsible for paying your share of any arbitration fees (including filing, administrative, hearing or other fees).
HEARING. Any arbitration hearings will take place at a location to be agreed upon in Hamilton County, Ohio, provided that if the claim is for $10,000 or less, you may choose whether the arbitration will be conducted (i) solely on the basis of documents submitted to the arbitrator; (ii) through a nonappearance based telephonic hearing; or (iii) by an in-person hearing as established by the AAA Rules.
NO CLASS ACTIONS. YOU AND PAYMENTS BY INVOICE SIMPLE AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE
PROCEEDING. Further, unless both you and Payments by Invoice Simple agree otherwise, the arbitrator may not join more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding.
ENFORCEABILITY. You agree that the enforceability of these arbitration provisions will be determined by the arbitrator as provided in the AAA Rules. You agree that the arbitration provisions of this Agreement in effect at the time of demand or action, and not the time of your or our alleged injury, will be the provisions that will be applied by the arbitrator or a court. If class actions provisions are found to be unenforceable or if the entirety of the arbitrations provisions are found to be unenforceable, then the entirety of the arbitration provisions will be null and void and, in such case, the parties agree that the exclusive jurisdiction and venue described in Governing Law Section below will govern any action arising out of or related to this Agreement.
This section affects your rights to file suit as you will be agreeing to resolve disputes by arbitrating them – please read it carefully and thoroughly.
These Terms shall be governed by, and interpreted and enforced in accordance with, the laws in the Province of British Columbia and the laws of Canada, as applicable.
If any provision of these Terms is held to be invalid or unenforceable by a court of competent jurisdiction, then any remaining provisions of these Terms will remain in effect. These Terms constitute the entire agreement between us regarding our Service, and supersede and replace any prior agreements, oral or otherwise, regarding the Service.
When we say ‘law’ we mean the laws of Province of British Columbia.
This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Invoice Simple without restriction or consent.
You can’t assign this agreement over to anyone else; we can have someone stand in for us.
Amendment of Agreement
We reserve the right to modify or add to this Agreement at any time, and to change, delete, discontinue, or impose conditions on any feature or aspect of the Service with notice that we in our sole discretion deem to be reasonable in the circumstances, including but not limited to notice on our website or any other website maintained or owned by us and identified to you. Any use of the Service after our publication of any such changes shall constitute your acceptance of the then current version of this Agreement. You may not modify or amend this Agreement unless we agree to such modification or amendment in a written instrument signed by a duly authorized representative of Invoice Simple. For the purposes of this section, a written instrument shall expressly exclude electronic communications such as email and electronic notices including facsimiles.
Invoice Simple can change this agreement and we’ll give you reasonable notice. Using the service means you agree to the version of the agreement that is current at that time. You can’t make changes to this agreement without getting us to agree to them in writing, which in this case actually means ‘pen to paper’.
Any provision that is reasonably necessary to accomplish or enforce the purpose of this Agreement shall survive and remain in effect in accordance with its terms upon the termination of this Agreement.
Some of the sections of this agreement stay in force after your account has been closed.
All provisions of this Agreement, notwithstanding the manner in which they have been grouped together or linked, are severable from each other. If any of these terms should be determined to be unenforceable, the remaining terms of this Agreement shall survive and remain in full force and effect and continue to be binding and enforceable.
This document isn’t “all or nothing.” If some parts of it don’t hold up, the rest is still in effect.
Headings and Construction
The headings used in this Agreement are inserted for convenience only and will not affect the interpretation of any provision.
Terms for Additional Services
The use of certain Additional Services are subject to and governed by additional terms of service (i.e. the Specific Additional Service Terms, noted in the recitals at the beginning of this agreement). If you use any of the Services listed immediately below, such party’s legal terms apply to you, which includes but may not be limited to the hyperlinked terms of service. In the event such additional or specific terms are inconsistent with the Specific Additional Service Terms, those Specific Additional Service Terms will control.