Invoice Avenue Terms of Service

Terms of Service

Please carefully review these Terms of Service ("Agreement") and our Privacy Policy. This Agreement is a legal agreement between you and Metric Media, Inc. dba Invoice Avenue (Invoice Avenue.) By checking the box “I have read and agree to the Terms of Service,” indicating acceptance, accessing or using the Services, you agree to these terms and the terms of the Privacy Policy. If you do not agree to this Agreement, then do not indicate acceptance of the Agreement, and do not use the Services.

  1. Agreement. This Agreement, together with our Privacy Policy which is incorporated into this Agreement by reference, describes the terms governing your use of the Invoice Avenue invoice tracking services (“Services”).
  2. License to Use the Services.

    2.1. The Services are protected by copyright, trade secret, and other intellectual property laws. You are only granted the right to use the Services. Invoice Avenue reserves all rights of ownership in the Services not expressly granted to you in this Agreement. As long as you meet any applicable payment obligations and comply with this Agreement, Invoice Avenue grants to you a personal, limited, nonexclusive, nontransferable right to use the Services that is valid only for the period of use and for the number of users or transactions provided in the ordering and activation terms.

    2.2. You agree not to use the Services or content on this website in a manner that violates any applicable law, regulation or this Agreement. For example, unless authorized by Invoice Avenue in writing, you agree you will not:

    • Provide access to or give any part of the Services to any third party.
    • Modify, disrupt or interfere with the Services, supporting servers, or networks either manually or through the use of scripts, viruses, or worms.
    • Reproduce, duplicate, copy, deconstruct, sell, trade or resell the Services.
    • Attempt to access any other Invoice Avenue systems that are not part of these Services.
    • Excessively overload the Invoice Avenue systems used to provide the Services.
    • If you violate any of these terms, this Agreement and your right to use the Services may be terminated by Invoice Avenue in its sole discretion.
  3. Payment. This Agreement incorporates by reference and includes program ordering and payment terms provided to you on the website for the Services:
    1. Payments will be billed to you in U.S. dollars, and your account will be debited when you subscribe and provide your payment information, unless stated otherwise in the program ordering or payment terms on the website for the Services.
    2. If your payment and registration information is not accurate, current, and complete and you do not notify us promptly when such information changes, we may suspend or terminate your account and refuse any use of the Services.
    3. Invoice Avenue will automatically renew your monthly or annual Services at the then current rates, unless the Services are cancelled or terminated under this Agreement. You may cancel the renewal before or within thirty days following the beginning of the renewed subscription period.
    4. Additional cancellation or renewal terms may be provided to you on the website for the Services.
    5. You are responsible for all costs of collection, including legal fees, Invoice Avenue may incur as a result of its efforts to collect past due payments.
  4. Registration Data. You must register for an account to use the Invoice Avenue Services. You agree to (i) provide true, accurate, current and complete information as prompted by the sign-up process (the "Registration Data"), and (ii) maintain and promptly update the Registration Data to keep it accurate, current and complete. If you provide any Registration Data that is inaccurate, not current or incomplete, or Invoice Avenue has reasonable grounds to suspect is inaccurate, not current or incomplete, Invoice Avenue may, in its sole discretion, suspend or terminate your account and refuse any and all current or future access to and use of the Services.
  5. Access Information and Account Data. You are solely responsible for (i) maintaining the confidentiality and security of your access code(s), password(s), security question(s) and answer(s), account number(s), login information, and any other security or access information, used by you to access the Services, and (ii) preventing unauthorized access to or use of the information, files or data that you store or use in or with the Services (collectively, " Account Data"). You will be responsible for all electronic communications, including account registration and other account holder information, email and financial, accounting and other data entered or distributed through your account. You agree to immediately notify Invoice Avenue if you become aware of any loss, theft or unauthorized use of your account.
  6. Payment; Cancellation. Upon termination or cancellation of your subscription, Invoice Avenue reserves the right to (a) collect all fees incurred or accrued by you; (b) delete any of your Account Data and other information in connection with your account; (c) prohibit your access to your account, including without limitation by deactivating your password; and (d) refuse your future access to the Services. In no event shall Invoice Avenue be required to refund, redeem, or pay amounts to you upon termination or cancellation or return any of your Account data or other information. Invoice Avenue reserves the right to change the pricing, payment and/or cancellation polices for the Services from time to time in its sole discretion. Notice of any such changes will be either posted on the Invoice Avenue website or sent to you directly from Invoice Avenue by other means.
  7. Services Use, Storage and Access. Invoice Avenue shall have the right, in its sole discretion and with reasonable notice posted on the Invoice Avenue website and/or sent to your email address provided in your Registration Data, to revise, update, discontinue or otherwise modify all or any part of the Invoice Avenue Services, temporarily or permanently, including but not limited to the amount of storage space you have on the Invoice Avenue servers. Invoice Avenue reserves the right to make any such changes effective immediately to maintain the security of the system or to comply with any laws or regulations, and to provide you with electronic or written notice within thirty (30) days after such change. You may reject changes by discontinuing use of the Services to which such changes relate. Your continued use of the Services will constitute your acceptance of and agreement to such changes. Invoice Avenue may, from time to time, perform maintenance upon the Services resulting in interrupted service, delays or errors in the Services. Invoice Avenue will attempt to provide prior notice of scheduled maintenance but cannot guarantee that such notice will be provided.
  8. Trial Period. If you registered for a trial use of the Services ("Trial Period"), you must decide to purchase the Services within the Trial Period in order to retain any Account Data that you have created or uploaded during the Trial Period. If you do not purchase the Services by the end of the Trial Period, your Account Data will no longer be available to you, and Invoice Avenue will not be responsible for any of it. To be very clear, after using the Services during the trial period, if you decide not to purchase the full version of the Services, you will not be able to access or retrieve any of the data you added/created during the trial.
  9. Privacy and Personal Information. You can view Invoice Avenue’s Privacy Policy on the website, or via a link on the website for the Services you have selected. You agree to be bound by Invoice Avenue’s Privacy Policy, subject to change in accordance with its terms. Most importantly, you agree:
    • that Invoice Avenue will maintain your data according to the Invoice Avenue Privacy Statement, as part of the Services.
    • that, in the course of providing the Services to you, Invoice Avenue may have access to financial information and other information contained in the invoices you send using the Services (“Invoice Content”). Invoice Avenue uses commercially reasonable efforts to prevent inadvertent disclosure of Invoice Content and other Account Data (defined below). Absent reckless acts or omissions by Invoice Avenue, in no event will Invoice Avenue be liable for any disclosure of Invoice Content or Account Data. You are solely responsible for ensuring the security of your computers, computer networks, internet connections, email and other transmissions, and for verifying the accuracy of your Invoice recipient’s contact information. This obligation shall survive the termination of this Agreement.
  10. Information in your Account and Invoices

    10.1. Your Account Data. Invoice Avenue exercises no control or responsibility over the information delivered to your invoice recipient on your behalf. You are responsible for all information, data, text, contact information, Invoice Content or other materials ("Account Data") uploaded, distributed or stored through your use of the Services. It is solely your responsibility to ensure that the information sent and received through your account complies with all applicable laws and regulations. You agree that you will not use the Services to share, store, or in any way distribute financial data that is not in accordance with the law. You agree not to use the Services for any illegal purpose. Any users suspected of having information which involves fraud, embezzlement, money laundering, insider trading, support for terrorism, or any other activity proscribed by law may have their accounts terminated, their financial data erased, and they also may be reported to law enforcement officials in the appropriate jurisdictions.

    10.2. Back-up of Account Data. You are encouraged to archive your Account Data and recipient notification information regularly and frequently. You are responsible for any information that may be lost or unrecoverable through your use of the Services.

    10.3. Invoice Recipients. You are responsible for ensuring the accuracy of your invoice recipients’ contact information. If the contact information is inaccurate, Invoice Avenue is not responsible for misdirected or undeliverable communications. Invoice Avenue has no control over and is not responsible for whether, when and how your invoice recipient responds to invoice notifications and your invoice.

  11. Invoice Avenue does not give professional advice. Invoice Avenue is not in the business of providing legal, financial, accounting or other professional services or advice. Consult the services of a competent professional when you need this type of assistance.
  12. Email Communications. Invoice Avenue may be required by law to send you communications about the Services. You agree that Invoice Avenue may send these communications to you via email or by posting them on our website.
  13. DISCLAIMER OF WARRANTIES

    13.1. YOUR USE OF THE SERVICES IS ENTIRELY AT YOUR OWN RISK. EXCEPT AS DESCRIBED IN THIS AGREEMENT, THE SERVICES ARE PROVIDED "AS IS." TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, INVOICE AVENUE AND ITS AFFILIATES DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY THAT THE SERVICES ARE FIT FOR A PARTICULAR PURPOSE, TITLE, MERCHANTABILITY, DATA LOSS, NON-INTERFERENCE WITH OR NON-INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS, OR THE ACCURACY, RELIABILITY, QUALITY OR CONTENT IN OR LINKED TO THE SERVICES. INVOICE AVENUE AND ITS AFFILIATES DO NOT WARRANT THAT THE SERVICES ARE SECURE, FREE FROM BUGS, VIRUSES, INTERRUPTION, ERRORS, THEFT OR DESTRUCTION. IF THE EXCLUSIONS FOR IMPLIED WARRANTIES DO NOT APPLY TO YOU, ANY IMPLIED WARRANTIES ARE LIMITED TO 60 DAYS FROM THE DATE OF PURCHASE OR DELIVERY OF THE SERVICES, WHICHEVER IS SOONER.

    13.2. INVOICE AVENUE AND ITS AFFILIATES DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES THAT YOUR USE OF THE SERVICES WILL SATISFY OR ENSURE COMPLIANCE WITH ANY LEGAL OBLIGATIONS OR LAWS OR REGULATIONS. THIS DISCLAIMER APPLIES TO BUT IS NOT LIMITED TO THE HEALTH INSURANCE PORTABILITY AND ACCOUNTABILITY ACT ("HIPAA"), THE GRAMM-LEACH-BLILEY ACT, THE SARBANES-OXLEY ACT, OR OTHER FEDERAL OR STATE STATUTES OR REGULATIONS. YOU ARE SOLELY RESPONSIBLE FOR ENSURING THAT YOUR USE OF THE SERVICES IS IN ACCORDANCE WITH APPLICABLE LAW.

  14. LIMITATION OF LIABILITY AND INDEMNITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE ENTIRE LIABILITY OF INVOICE AVENUE, AND ITS AFFILIATES AND SUPPLIERS FOR ALL MATTERS OR CLAIMS RELATING TO THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT YOU PAID FOR THE SERVICES DURING THE TWELVE (12) MONTHS PRIOR TO SUCH CLAIM. INVOICE AVENUE AND ITS AFFILIATES ARE NOT LIABLE FOR ANY OF THE FOLLOWING: (A) INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES; (B) DAMAGES RELATING TO FAILURES OF TELECOMMUNICATIONS, THE INTERNET, ELECTRONIC COMMUNICATIONS, CORRUPTION, SECURITY, LOSS OR THEFT OF DATA, VIRUSES, SPYWARE, LOSS OF BUSINESS, REVENUE, PROFITS OR INVESTMENT, OR USE OF SOFTWARE OR HARDWARE THAT DOES NOT MEET INVOICE AVENUE SYSTEMS REQUIREMENTS. THE ABOVE LIMITATIONS APPLY EVEN IF INVOICE AVENUE AND ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS AGREEMENT SETS FORTH THE ENTIRE LIABILITY OF INVOICE AVENUE, ITS AFFILIATES AND YOUR EXCLUSIVE REMEDY WITH RESPECT TO THE SERVICES AND ITS USE.

    You agree to indemnify and hold Invoice Avenue and its Affiliates and Suppliers harmless from any and all claims, liability and expenses, including reasonable attorneys' fees and costs, arising out of your use of the Services or breach of this Agreement (collectively referred to as “Claims”). Invoice Avenue reserves the right, in its sole discretion and at its own expense, to assume the exclusive defense and control of any Claims. You agree to reasonably cooperate as requested by Invoice Avenue in the defense of any Claims.

  15. Termination. Invoice Avenue may immediately and without notice terminate this Agreement or suspend the Services provided to you, if you fail to comply with these terms or if you no longer agree to receive electronic communications. Upon termination you must immediately stop using the Services and any outstanding payments will become due. Any termination of this Agreement shall not affect Invoice Avenue’s rights to any payments due to it. Upon termination of the Services provided to you, you will no longer have access to any Account Data, recipient notifications or other data store in your account.
  16. Force Majeure. Invoice Avenue shall not be liable for any failure to perform any obligation hereunder, or from any delay in the performance thereof, due to causes beyond its control, including without limitation industrial disputes of whatever nature, acts of God, public enemies or of government, failure of telecommunications, system malfunctions, fire or other casualty.
  17. Governing Law and Jurisdiction. This Agreement is governed by the laws of the state of Washington, without regard to its conflicts of laws provisions. To resolve any legal dispute arising from this Agreement, you and Invoice Avenue agree to the exclusive jurisdiction of courts in Seattle, King County, Washington U.S.A. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.
  18. No Third-Party Beneficiaries. The parties do not intend to confer any right or remedy on any third party.
  19. Survival. All provisions of this Agreement that would reasonably be expected to survive the termination of this Agreement will do so.
  20. Severability. If any court of law, having the jurisdiction, rules that any part of this Agreement is invalid, that section will be removed without affecting the remainder of the Agreement. The remaining terms will be valid and enforceable.
  21. Assignment, Entire Agreement, Modification and Waiver. Customer shall not assign, voluntarily, by operation of law, or otherwise, any rights or delegate any duties under this Agreement without Invoice Avenue’s prior written consent, and any attempt to do so without that consent will be void. This Agreement constitutes the entire agreement of the parties with respect to the subject matter of this Agreement, and the use of the Services. Changes, amendments, modifications, termination or the waiver of any of the provisions shall be binding only if documented in writing and signed by an authorized representative of both parties.
  22. Alternative Dispute Resolution. Either party may elect to resolve any controversy or claim arising out of or relating to this Agreement, or its breach by either party, by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules. Judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction.
  23. Attorneys' Fees. If a law suit, arbitration or other proceeding is instituted in connection with any controversy arising out of this agreement, the prevailing party shall be entitled to recover its attorneys' fees and all other fees, costs and expenses actually incurred and reasonably necessary in connection therewith.