Invoice Connector Terms of Service

Please read these Terms of Use (together with ServiceChannel’s Invoice Connector Privacy Policy, available at http://servicechannel.info/invoice-connector-privacy-policy, the “Terms of Use” or “Agreement”) fully and carefully before using the ServiceChannel Invoice Connector mobile application (the “Application”) offered by ServiceChannel.com, Inc. (“ServiceChannel”, “we”, “us” or “our”). These Terms of Use set forth the legally binding terms and conditions for your use of the Application.

You acknowledge and agree that your use of any and any services, products, features, content or applications other than (or additional to) the Application offered by or for ServiceChannel may be governed by separate terms and conditions and privacy policies.

1. Acceptance of Terms of Use.

  1. By downloading and/or using the Application, you agree to these Terms of Use and all other operating rules, policies and procedures that may be published from time to time by us, each of which is incorporated by reference and each of which may be updated from time to time without notice to you.
  2. ARBITRATION NOTICE AND CLASS ACTION WAIVER: EXCEPT FOR CERTAIN TYPES OF DISPUTES DESCRIBED IN THE ARBITRATION SECTION BELOW, YOU AGREE THAT DISPUTES BETWEEN YOU AND US WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION. ADDITIONALLY, THESE TERMS OF USE INCLUDE YOUR CONSENT TO RELEASE SERVICECHANNEL FROM LIABILITY BASED ON CERTAIN CLAIMS AS FURTHER DESCRIBED IN THE “WARRANTY DISCLAIMER; RELEASE” SECTION BELOW.

2. Eligibility. You represent and warrant that you are at least 18 years of age. If you are under age 18, you may not, under any circumstances or for any reason, use the Application. You are solely responsible for ensuring that these Terms of Use are in compliance with all laws, rules and regulations applicable to you and the right to access the Application is revoked where these Terms of Use or use of the Application is prohibited or to the extent offering, sale or provision of the Application conflicts with any applicable law, rule or regulation. Further, the Application is offered only for your use, and not for the use or benefit of any third party.

3. The Application. The Application enables users to upload their invoices from Intuit QuickBooks to ServiceChannel.

4. Third Party Services. The Application may permit you to link to other websites, services or resources on the Internet, including without limitation Intuit QuickBooks, and other websites, services or resources may contain links to the Application. When you access third party resources on the Internet, you do so at your own risk. These other resources are not under our control, and you acknowledge that we are not responsible or liable for, nor do we endorse, the availability, content, functions, accuracy, legality, appropriateness or any other aspect of such websites, services or resources. The inclusion of any such link does not imply our endorsement or any association between us and their operators. You further acknowledge and agree that we shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods or services available on or through any such website, service or resource. Your use of any third party websites, services or resources may be subject to additional terms and conditions, including, in the case of Intuit QuickBooks, those available here.

5. Application.

  1. Use License. Subject to these Terms of Use, we grant each user of the Application a worldwide, non-exclusive, non-sublicensable and non-transferable license to use (i.e., to download and display locally) the Application solely for purposes of using the ServiceChannel Application with the specified third party services. Use, reproduction, modification, distribution or storage of the Application for other than purposes of using the Application in accordance with these Terms of Use is expressly prohibited without prior written permission from us.
  2. Application Ownership.  All right, title and interest (including all intellectual property rights) in, to or connected with the Application or any related software, documentation or information, in whole or in part, shall remain the exclusive property and confidential information of ServiceChannel or its third-party licensors.  ServiceChannel will retain all right, title and interest (including all intellectual property rights) in, to and relating to any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any third party relating to the Application, any ServiceChannel services or any related software, which you hereby irrevocably assign to ServiceChannel.

6. Termination. We may terminate your access to all or any part of the Application at any time, with or without cause, with or without notice, effective immediately. In addition to any of the other remedies available to ServiceChannel under the Agreement or applicable law, ServiceChannel may terminate your right to use the Application to manage your invoices immediately upon written notice if ServiceChannel becomes aware that your use thereof constitutes (or is likely to constitute) a breach of your obligations under the Agreement or otherwise violates (or is likely to violate) any applicable law, rule, regulation or contractual obligation of yours (including under any agreement with a third party related to your invoices). All provisions of these Terms of Use which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.

7. Warranty Disclaimer. THE APPLICATION IS PROVIDED “AS IS”, “AS AVAILABLE” AND WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. WE, AND OUR DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, PARTNERS AND CONTENT PROVIDERS DO NOT WARRANT THAT: (I) THE APPLICATION WILL BE SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (II) ANY DEFECTS OR ERRORS WILL BE CORRECTED; (III) ANY CONTENT OR SOFTWARE AVAILABLE AT OR THROUGH THE APPLICATION IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (IV) THE RESULTS OF USING THE APPLICATION WILL MEET YOUR REQUIREMENTS. YOUR USE OF THE APPLICATION IS SOLELY AT YOUR OWN RISK.

8. Indemnification. You shall defend, indemnify, and hold harmless ServiceChannel, our affiliates and each of our and their respective employees, contractors, directors, agents, suppliers and representatives (the “ServiceChannel Parties”) from all claims that arise from or relate to (i) your use or misuse of, or access to, the Application (including related to your invoices), (ii) violation of these Terms of Use or applicable law, rules or regulations, (iii) any transaction or agreement between you and any third party (including related to your invoices), (iv) your access to or use of any third party services or resources, including Intuit QuickBooks, whether accessed through the Application or otherwise or (v) infringement by you, or any third party that you permit (directly or indirectly) to access or use the Application, of any intellectual property or other right of any person or entity. We reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will assist and cooperate with us in asserting any available defenses.

9. Limitation of Liability. IN NO EVENT SHALL THE SERVICECHANNEL PARTIES OR OUR PARTNERS, BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE APPLICATION (I) FOR ANY LOST PROFITS, DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, COMPENSATORY OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER (HOWEVER ARISING), INCLUDING WITHOUT LIMITATION THOSE ARISING OUT OF ANY TRANSACTION OR AGREEMENT WITH ANY THIRD PARTY, WHETHER RELATED TO YOUR INVOICES OR OTHERWISE, (II) FOR ANY BUGS, VIRUSES, TROJAN HORSES OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION) OR (III) FOR ANY DIRECT DAMAGES IN EXCESS (IN THE AGGREGATE) OF $500.00.

10. ARBITRATION CLAUSE & CLASS ACTION WAIVER – IMPORTANT – PLEASE REVIEW AS THIS AFFECTS YOUR LEGAL RIGHTS.

  1. Arbitration. YOU AGREE THAT ALL DISPUTES BETWEEN YOU AND US (WHETHER OR NOT SUCH DISPUTE INVOLVES A THIRD PARTY) WITH REGARD TO YOUR RELATIONSHIP WITH US, INCLUDING WITHOUT LIMITATION DISPUTES RELATED TO THESE TERMS OF USE OR YOUR USE OF THE APPLICATION, WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION UNDER THE AMERICAN ARBITRATION ASSOCIATION’S RULES FOR ARBITRATION OF CONSUMER-RELATED DISPUTES AND YOU AND WE HEREBY EXPRESSLY WAIVE TRIAL BY JURY; PROVIDED, HOWEVER, THAT TO THE EXTENT THAT YOU HAVE IN ANY MANNER VIOLATED OR THREATENED TO VIOLATE OUR INTELLECTUAL PROPERTY RIGHTS, WE MAY SEEK INJUNCTIVE OR OTHER APPROPRIATE RELIEF IN ANY STATE OR FEDERAL COURT IN THE STATE OF NEW YORK. DISCOVERY AND RIGHTS TO APPEAL IN ARBITRATION ARE GENERALLY MORE LIMITED THAN IN A LAWSUIT, AND OTHER RIGHTS THAT YOU AND WE WOULD HAVE IN COURT MAY NOT BE AVAILABLE IN ARBITRATION. As an alternative, you may bring your claim in your local “small claims” court, if permitted by that small claims court’s rules and if within such court’s jurisdiction, unless such action is transferred, removed or appealed to a different court. You may bring claims only on your own behalf.  Neither you nor we will participate in a class action or class-wide arbitration for any claims covered by this agreement to arbitrate. YOU ARE GIVING UP YOUR RIGHT TO PARTICIPATE AS A CLASS REPRESENTATIVE OR CLASS MEMBER ON ANY CLASS CLAIM YOU MAY HAVE AGAINST US INCLUDING ANY RIGHT TO CLASS ARBITRATION OR ANY CONSOLIDATION OF INDIVIDUAL ARBITRATIONS. You also agree not to participate in claims brought in a private attorney general or representative capacity, or consolidated claims involving another person’s account, if we are a party to the proceeding. This dispute resolution provision will be governed by the Federal Arbitration Act and not by any state law concerning arbitration. In the event the American Arbitration Association is unwilling or unable to set a hearing date within one hundred and sixty (160) days of filing the case, then either we or you can elect to have the arbitration administered instead by the Judicial Arbitration and Mediation Services. Judgment on the award rendered by the arbitrator may be entered in any court having competent jurisdiction. Any provision of applicable law notwithstanding, the arbitrator will not have authority to award damages, remedies or awards that conflict with these Terms of Use.  You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of, related to or connected with the use of the Application or these Terms of Use must be filed within one (1) year after such claim of action arose or be forever banned.
  2. Severability. If the prohibition against class actions and other claims brought on behalf of third parties contained above is found to be unenforceable, then all of the preceding language in this “Arbitration Clause & Class Action Waiver” section will be null and void. This arbitration agreement will survive the termination of your relationship with us.
  3. Updates to Arbitration Clause & Class Action Waiver Section. Notwithstanding the provisions of the modification-related provisions above, if ServiceChannel changes this “Arbitration Clause & Class Action Waiver” section after the date you first accepted these Terms of Use (or accepted any subsequent changes to these Terms of Use), you may reject any such change by providing ServiceChannel written notice of such rejection by mail or hand delivery to: ServiceChannel.com, Inc. Attn: Dispute Resolutions, 18 East 16th Street, 2nd Floor, New York, NY 10003, or by email to: legal@servicechannel.com, within thirty (30) days of the date such change became effective, as indicated by the “Effective Date of Terms of Use” below. In order to be effective, the notice must include your full name and clearly indicate your intent to reject changes to this “Arbitration Clause & Class Action Waiver” section. By rejecting changes, you are agreeing that you will arbitrate any Dispute between you and ServiceChannel in accordance with the provisions of this “Arbitration Clause & Class Action Waiver” section as of the date you first accepted these Terms of Use (or accepted any subsequent changes to these Terms of Use).

11. Rules of Conduct.

  1. As a condition of use, you promise not to use the Application for any purpose that is prohibited by these Terms of Use. You are responsible for all of your activity in connection with the Application, including any activities of your employees, agents or subcontractors.
  2. You shall not: (i) take any action that imposes or may impose (as determined by us in our sole discretion) an unreasonable or disproportionately large load on our (or our third party providers’) infrastructure; (ii) bypass, circumvent or attempt to bypass or circumvent any measures we may use to prevent or restrict access to the Application (or other accounts, computer systems or networks connected to the Application); (iii) decipher, decompile, disassemble, reverse engineer or otherwise attempt to derive any source code or underlying ideas or algorithms of any part of the Application, except to the limited extent applicable laws specifically prohibit such restriction, (iv) modify, translate, or otherwise create derivative works of any part of the Application, or (v) copy, rent, lease, distribute, or otherwise transfer any of the rights that you receive hereunder. You shall abide by all applicable local, state, national and international laws and regulations.

12. The Application; Mobile Devices. The Application may allow you to access certain third party services, download our Application, upload content to certain third party services and receive information on your mobile device (collectively, “Mobile Features”). Your mobile device carrier may prohibit or restrict certain Mobile Features, and certain Mobile Features may be incompatible with your mobile device carrier or mobile device. In addition, your mobile device carrier may charge you for standard messaging, data and other fees to participate in Mobile Features. We have no responsibility or liability for any fees or charges you incur when using the Mobile Features. You should check with your mobile device carrier to find out whether any fees or charges will apply, what plans are available and how much they cost. You should also contact your mobile device carrier with any other questions regarding these issues. You acknowledge that your use of the Application is subject to any terms set forth in the terms of use of the third party providing the mobile device on which the Application operates.

13. Miscellaneous.

  1. Publicity.  You consent to inclusion of your name and logo as a user of the Application on ServiceChannel’s website and in its marketing materials.
  2. Force Majeure. We shall not be liable for any failure to perform our obligations hereunder where such failure results from any cause beyond our reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation.
  3. Governing Law and Jurisdiction. These Terms of Use shall be governed by and construed in accordance with the laws of the State of New York, including its conflicts of law rules, and the United States of America.
  4. Modification. We reserve the right, in our sole discretion, to modify or replace any of these Terms of Use, or change, suspend, or discontinue the Application (including without limitation, the availability of any feature, database, or content) at any time by posting a notice to the Application or by sending you notice through the Application, via e-mail or by another appropriate means of electronic communication. We may also impose limits on certain features and functionality or restrict your access to parts or all of the Application without notice or liability. While we will timely provide notice of modifications, it is also your responsibility to check these Terms of Use periodically for changes. Your continued use of the Application following notification of any changes to these Terms of Use constitutes acceptance of those changes, which will apply to your continued use of the Application going forward.  Your use of the Application is subject to the Terms of Use in effect at the time of such use.
  5. Notices. Unless otherwise specified in these Terms of Use, all notices under these Terms of Use will be in writing and will be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; or the day after it is sent, if sent for next day delivery by recognized overnight delivery service. Electronic notices should be sent to legal@servicechannel.com.
  6. General. This Agreement is the entire agreement between you and ServiceChannel with respect to the Application, including use thereof, and supersedes all prior or contemporaneous communications and proposals (whether oral, written or electronic) between you and ServiceChannel with respect to the Application. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. The section and paragraph headings in this Agreement are for convenience only and shall not affect their interpretation. This Agreement is not assignable, transferable or sublicensable by you except with ServiceChannel’s prior written consent. ServiceChannel may assign, transfer or delegate any of its rights or obligations hereunder, in whole or in part, without consent. Any purported assignment in violation of this section shall be void. The parties hereto shall each be independent contractors in the performance of their obligations under this Agreement, no joint venture, partnership, employment, or agency relationship exists between you, ServiceChannel or any third party as a result of this Agreement or use of the Application, and neither you nor ServiceChannel has any authority of any kind to bind the other in any respect. ServiceChannel’s failure to enforce any part of this Agreement shall not constitute a waiver of its right to later enforce that or any other part of this Agreement. Waiver of compliance in any particular instance does not mean that ServiceChannel will waive compliance in the future. In order for any waiver of compliance with this Agreement to be binding, ServiceChannel must provide you with written notice of such waiver through one of ServiceChannel’s authorized representatives.

 

Effective Date of Terms of Use: September 1, 2016