By accessing this web site, you are agreeing to be bound by these web site Terms and Conditions of Use, all applicable laws and regulations, and agree that you are responsible for compliance with any applicable local laws. If you do not agree with any of these terms, you are prohibited from using or accessing this site. The materials contained in this web site are protected by applicable copyright and trade mark law.
This agreement provides Customer access to and usage of a software service as specified on an order and as further outlined at: www.freeinvoicemaker.com ( Service).
USE OF SERVICE
Customer Owned Data.
All data and images uploaded by Customer remains the property of Customer, as between Free Invoice Maker and Customer ( Customer Data). Customer grants Free Invoice Maker the right to use the Customer Data solely for purposes of invoicing your customers.
Customer (i) must keep its passwords secure and confidential; (ii) is solely responsible for Customer Data and all activity in its account in the Service; (iii) must use commercially reasonable efforts to prevent unauthorized access to its account, and notify Free Invoice Maker promptly of any such unauthorized access; and (iv) may use the Service only in accordance with the Service’s terms and conditions and applicable law.
Free Invoice Maker Support
Free Invoice Maker must provide customer support for any paid subscriptions.
30-Day Trial Version
If Customer has registered for a trial use of the Service, Customer may access the Service for a 30-day time period (unless extended by Free Invoice Maker in writing). The Service is provided AS IS, with no warranty during this time period. All Customer data will be deleted after the trial period, unless Customer converts its account to a paid Service.
Third Party Services
The Service interoperates with PayPal.com, and depends on the continuing availability and access to PayPal. If for any reason Free Invoice Maker cannot access or use PayPal (including without limitation, change in terms or increase in fees charged by PayPal), Free Invoice Maker may not be able to provide all of the functions of its Service. No refund or credit will be provided for temporary unavailability of any PayPal (for example, maintenance or downtime), however if access to a PayPal is permanently not available then Customer may terminate the affected order and Free Invoice Maker will provide a refund to Customer of any prepaid and unused fees for that time period.
Free Invoice Maker disclaims all warranties, including, without limitation, the implied warranties of merchantability, title and fitness for a particular purpose. While Free Invoice Maker takes reasonable physical, technical and administrative measures to secure the Service, Free Invoice Maker does not guarantee that the Service cannot be compromised. Customer understands that the Service may not be error free, and use may be interrupted.
Customer must pay all fees as specified on the order, but if not specified then within 30 days of receipt of an invoice. Customer is responsible for the payment of all sales, use, withholding, VAT and other similar taxes. This agreement contemplates one or more orders for the Service, which orders are governed by the terms of this agreement.
Definition of Confidential Information
Confidential Information means all non-public information disclosed by a party (Discloser) to the other party (Recipient), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure (Confidential Information). Free Invoice Maker’s Confidential Information includes without limitation the Service (including without limitation the Service user interface design and layout, and pricing information).
Protection of Confidential Information
The Recipient must use the same degree of care that it uses to protect the confidentiality of its own confidential information (but in no event less than reasonable care) not to disclose or use any Confidential Information of the Discloser for any purpose outside the scope of this agreement. The Recipient must make commercially reasonable efforts to limit access to Confidential Information of Discloser to those of its employees and contractors who need such access for purposes consistent with this agreement and who have signed confidentiality agreements with Recipient no less restrictive than the confidentiality terms of this agreement.
Confidential Information excludes information that: (i) is or becomes generally known to the public without breach of any obligation owed to Discloser, (ii) was known to the Recipient prior to its disclosure by the Discloser without breach of any obligation owed to the Discloser, (iii) is received from a third party without breach of any obligation owed to Discloser, or (iv) was independently developed by the Recipient without use or access to the Confidential Information. The Recipient may disclose Confidential Information to the extent required by law or court order, but will provide Discloser with advance notice to seek a protective order.
Reservation of Rights
The software, workflow processes, user interface, designs, and other technologies provided by Free Invoice Maker as part of the Service are the proprietary property of Free Invoice Maker and its licensors, and all right, title and interest in and to such items, including all associated intellectual property rights, remain only with Free Invoice Maker. Customer may not remove or modify any proprietary marking or restrictive legends in the Service. Free Invoice Maker reserves all rights unless expressly granted in this agreement.
Customer may not (i) sell, resell, rent or lease the Service or use it in a service provider capacity; (ii) use the Service to store or transmit infringing, unsolicited marketing emails, libelous, or otherwise objectionable, unlawful or tortious material, or to store or transmit material in violation of third-party rights; (iii) interfere with or disrupt the integrity or performance of the Service; (iv) attempt to gain unauthorized access to the Service or their related systems or networks; (v) reverse engineer the Service; or (vi) access the Service to build a competitive service or product, or copy any feature, function or graphic for competitive purposes.
During and after the term of this agreement, Free Invoice Maker may use non-personally identifiable Customer Data within the Service for purposes of enhancing the Service, aggregated statistical analysis, technical support and other business purposes.
TERM AND TERMINATION
This agreement continues month to month until all orders have terminated.
Suspension for Non-Payment. Free Invoice Maker may temporarily suspend or terminate, or both, the Service if Customer’s payment on any invoice is more than 30 days past due.
Mutual Termination for Material Breach
If either party is in material breach of this agreement, the other party may terminate this agreement at the end of a written 30-day notice/cure period, if the breach has not been cured.
Return Free Invoice Maker Property Upon Termination
Upon termination of this agreement for any reason, Customer must pay XOXCO for any unpaid amounts, and destroy or return all property of XOXCO. Upon XOXCO’s request, Customer will confirm in writing its compliance with this destruction or return requirement.
Suspension for Violations of Law
Free Invoice Maker may temporarily suspend the Service or remove the applicable Customer Data, or both, if it in good faith believes that, as part of using the Service, Customer has violated a law. Free Invoice Maker will attempt to contact Customer in advance.
If customer terminates their subscription, Free Invoice Maker will retain their account information for up to 60 days, at which point all data will be permanently deleted.
EXCLUSION OF INDIRECT DAMAGES
Free Invoice Maker is not liable for any indirect, special, incidental or consequential damages arising out of or related to this agreement (including, without limitation, costs of delay; loss of data, records or information; and lost profits), even if it knows of the possibility of such damage or loss.
TOTAL LIMIT ON LIABILITY
Free Invoice Maker’s total liability arising out of or related to this agreement (whether in contract, tort or otherwise) does not exceed the amount paid by Customer within the 12 month period prior to the event that gave rise to the liability.
If a third-party claims against Free Invoice Maker that any part of the Customer Data infringes or violates that party’s patent, copyright or other right, Customer will defend Free Invoice Maker against that claim at Customer’s expense and pay all costs, damages, and attorney’s fees, that a court finally awards or that are included in a settlement approved by Customer, provided that Free Invoice Maker: promptly notifies Customer in writing of the claim; and allows Customer to control, and cooperates with Customer in, the defense and any related settlement.
GOVERNING LAW AND FORUM
This agreement is governed by the laws of the State of California (without regard to conflicts of law principles) for any dispute between the parties or relating in any way to the subject matter of this agreement. Any suit or legal proceeding must be exclusively brought in the federal or state courts for Los Angeles County, California and Customer submits to this personal jurisdiction and venue. Nothing in this agreement prevents either party from seeking injunctive relief in a court of competent jurisdiction. The prevailing party in any litigation is entitled to recover its attorneys’ fees and costs from the other party.
Entire Agreement and Changes
This agreement and the order constitute the entire agreement between the parties and supersede any prior or contemporaneous negotiations or agreements, whether oral or written, related to this subject matter. Customer is not relying on any representation concerning this subject matter, oral or written, not included in this agreement. No representation, promise or inducement not included in this agreement is binding. No modification of this agreement is effective unless both parties sign it, and no waiver is effective unless the party waiving the right signs a waiver in writing.
Neither party may assign or transfer this agreement or an order to a third party, except that this agreement with all orders may be assigned, without the consent of the other party, as part of a merger, or sale of substantially all the assets, of a party.
The parties are independent contractors with respect to each other.
Enforceability and Force Majeure
If any term of this agreement is invalid or unenforceable, the other terms remain in effect. Except for the payment of monies, neither party is liable for events beyond its reasonable control, including, without limitation force majeure events.
Money Damages Insufficient
Any breach by a party of this agreement or violation of the other party’s intellectual property rights could cause irreparable injury or harm to the other party. The other party may seek a court order to stop any breach or avoid any future breach.
No Additional Terms
Free Invoice Maker rejects additional or conflicting terms of any Customer form-purchasing document.
Order of Precedence
If there is an inconsistency between this agreement and an order, the order prevails.
Survival of Terms
Any terms that by their nature survive termination of this agreement for a party to assert its rights and receive the protections of this agreement, will survive. The UN Convention on Contracts for the International Sale of Goods does not apply.
By submitting ideas, suggestions or feedback to Free Invoice Maker regarding the Service provided to customer, Customer agrees that such items submitted do not contain confidential or proprietary information; and Customer hereby grants Free Invoice Maker an irrevocable, unlimited, royalty-free and fully-paid perpetual license to use such items for any business purpose.
General Terms and Conditions applicable to Use of a Web Site.