Terms of Service
Last updated on April 26, 2017.
Important: By using, downloading or installing any element of the Product (as defined below), you indicate that you have read, understood, and agree to be bound by these InvoiceReady Terms of Service (“Terms”). These Terms govern your use of the Product and form a legal contract between Ready Soft LLC (“InvoiceReady”, “we” or “us”) and you (“Customer” or “you”). If you are an individual accepting these Terms 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. InvoiceReady may modify these Terms from time to time as described in Section 14 (Modifications to Terms) below.
PLEASE READ THESE TERMS CAREFULLY TO ENSURE THAT YOU UNDERSTAND EACH PROVISION. THESE TERMS CONTAIN A MANDATORY INDIVIDUAL ARBITRATION AND CLASS ACTION/JURY TRIAL WAIVER PROVISION THAT REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS.
Thank you for using the InvoiceReady Product! The “Product” means (a) our suite of services and features related to business management, including creation of invoices and related reports, (b) our related mobile applications and software (“Software”), (c) any Updates (defined below) and (d) InvoiceReady’s standard user documentation.
2. 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.
3. 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 for your internal business purposes and 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. You may permit your employees and agents to use the Product on your behalf, but you must 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 InvoiceReady customers; (ix) use the Product to transmit spam or other unsolicited email; or (x) use the Product except as expressly permitted herein.
4. Usage Plans and Beta Releases.
- Usage Plans. InvoiceReady offers only a free plan at this time. InvoiceReady reserves the right to start charging for the software without notice.
- Beta Releases. As part of InvoiceReady’s effort to extend 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. InvoiceReady does not guarantee that future versions of a Beta Release will be made available under these Terms or otherwise.
- InvoiceReady Payments. If you use InvoiceReady Payments, the additional terms in Section 7 apply.
5. Support and Updates.
InvoiceReady uses reasonable efforts to provide email support. All support is governed by InvoiceReady’s 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.
6. Customer Data.
- Your Rights. As between InvoiceReady and Customer, Customer retains all of its rights to any business information or other data that Customer submits to the Product (“Customer Data”).
- Use of Customer Data. Customer grants InvoiceReady 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 InvoiceReady’s distribution of invoices containing Customer Data to the recipients designated by Customer through the Product. InvoiceReady may use the services of subcontractors to provide the Product and permit them to exercise our rights to Customer Data.
- Storage of Customer Data. InvoiceReady does not provide an archiving service. InvoiceReady agrees only that it will not intentionally delete Customer Data prior to termination or expiration of your Paid Subscription or Invoice Package. 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.
- Customer Obligations.
- (B) Certain Customer Data Prohibited. Except in the specific fields designated by InvoiceReady, 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 HIPAA (including without limitation any health insurance information); (ii) social security numbers or similar; or (iii) driver’s license numbers or California identification card numbers.
- (C) Attorney Use. While attorneys are welcome to use the Product, they should not submit anything that constitutes or could reasonably be considered “confidential” or “attorney-client privileged” information. InvoiceReady 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.
- (D) Responsibility for Customer Data. InvoiceReady 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 InvoiceReady’s request) and hold harmless InvoiceReady (and its affiliates and their respective employees, agents, officers, directors and customers) 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, (iii) Customer’s relationships or disputes with any of its own customers or business partners, including any invoice recipients, and (iv) any service, product or offering of Customer used in connection with the Product.
- Third Party Products. If you use the Product with (or to send Customer Data to) any third party products or services (as permitted through the standard functionality of the Product), then you (not InvoiceReady) shall be fully responsible for and assume all risk arising from your use of such third party products or services and from the use of Customer Data by such third parties. InvoiceReady is not responsible for how third parties use Customer Data once it has left our systems.
- Aggregate/Anonymous Data. In addition to its other rights above, InvoiceReady may aggregate Customer Data with other data so that the results are non-personally identifiable to Customer and may collect anonymous technical and other data about Customer’s use of the Product (“Aggregated/Anonymous Data”). InvoiceReady owns all Aggregate/Anonymous Data and may use Aggregate/Anonymous Data for its marketing, reporting and other lawful business purposes.
- Compelled Disclosures. InvoiceReady may share Customer Data when we have a good faith belief that access, use, preservation or disclosure of such information is reasonably necessary to: (i) satisfy any applicable law, 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 InvoiceReady, its users or the public as required or permitted by applicable law.
7. InvoiceReady Payments.
- Your Responsibilities.
Any purchase or payment is solely between you and the End Customer; InvoiceReady is not party to your transactions and assumes no liability or responsibility for your products, services or offerings. InvoiceReady is 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 10 (DISCLAIMER OF WARRANTIES) OR SECTION 11 (LIMITATION OF LABILITY) BELOW, InvoiceReady MAKES NO WARRANTY AND ASSUMES NO RESPONSIBILITY OR LIABILITY FOR InvoiceReady PAYMENTS 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 InvoiceReady PAYMENTS TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. Notwithstanding anything in these Terms to the contrary, InvoiceReady may modify, suspend or terminate InvoiceReady Payments at any time, without notice or liability to you.
InvoiceReady 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, InvoiceReady may freely exploit the feedback (including as part of the Product) without restriction on account of intellectual property rights or otherwise.
9. 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.
- Termination or Suspension by InvoiceReady. For Paid Subscriptions and Invoice Packages, InvoiceReady may terminate or suspend these Terms if Customer fails to cure any material breach within fifteen (15) days after written notice, except that InvoiceReady may terminate or suspend these Terms immediately as a result of Customer’s breach of the express obligations under Sections 3.2 (Restrictions) or 6.4 (Customer Obligations) or to prevent harm to the Product or other customers. For Trial Plans and Beta Releases, InvoiceReady may terminate or suspend these Terms at any time for any or no reason. Further, if InvoiceReady ceases to offer the Product, or if InvoiceReady’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), InvoiceReady may immediately terminate or suspend these Terms. In such case, if you have a Paid Subscription or Invoice Package, you will receive a pro-rated refund based on the unused portion of your subscription term or the number of unused invoices remaining in your Invoice Package.
- 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 InvoiceReady may delete all Customer Data in its possession at any time unless prohibited by applicable law. You will delete all Confidential Information (or return it to InvoiceReady) upon any termination of these Terms or request by InvoiceReady. The following will survive termination: Section 3.2 (Restrictions), Sections 6.4 (Customer Obligations) through 6.9 (Other Data Collection and Handling), Section 7.2 (Your Responsibilities), and Sections 8 (Ownership) through 17 (Apple-Related Terms).
10. Disclaimer of Warranties.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE PRODUCT IS PROVIDED “AS IS” AND InvoiceReady AND ITS 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 OR OTHER ADVICE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW InvoiceReady EXPRESSLY DISCLAIMS 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. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW 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. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW InvoiceReady 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 InvoiceReady. 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.
11. Limitation of Liabilities.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL InvoiceReady OR ITS 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 InvoiceReady IN THE PRIOR SIX (6) MONTH PERIOD OR (B) ONE HUNDRED DOLLARS (US$100). THIS SECTION WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY IN THESE TERMS IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. 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 Product is controlled and operated from facilities in the United States but may involve transmission of data or utilization of third-party services globally. InvoiceReady makes no representations that the Product is appropriate or available for use in other locations. Those who access or use the Product from other jurisdictions do so at their own volition and are entirely responsible for compliance with all Laws. Unless otherwise explicitly stated, all materials found on the Product are solely directed to users located in the United States.
12. Updates to the website and mobile application.
InvoiceReady may from time to time and at any time change or discontinue any feature of the website including content, hours or availability and equipment required for access.
13. Confidential Information.
In connection with access to the Product, Customer may receive access to confidential or proprietary information of InvoiceReady (“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 InvoiceReady and cooperation to obtain confidential treatment. Unauthorized disclosure of Confidential Information may cause harm not compensable by damages, and InvoiceReady may seek injunctive or equitable relief in a court of competent jurisdiction, without posting a bond, to protect its Confidential Information.
Any claim relating to InvoiceReady's web site shall be governed by the laws of the State of Oregon without regard to its conflict of law provisions.
16. Questions and Contact information.
For any questions, comments or complaints please contact us via email at email@example.com