1. Client relationship with IDS Invoice
1.1 Your use of Invoice Delivery Services LP (the "Service Provider") products, software, services and web sites (referred to collectively as the "Services" in this document) is subject to the terms and conditions set forth below. Your use of the Services constitutes your agreement to be bound by these terms and conditions (the "Universal Terms").
1.2 Subject to section 18 below, no amendment or other agreement between you and the Service Provider shall be effective unless expressly otherwise agreed in writing with the Service Provider as general partner of Invoice Delivery Services LP.
2. Eligibility to Use the Services
2.1 You may not use the Services and may not accept the Terms if (a) you are not of legal age to form a binding contract with the Service Provider, or (b) you are a person barred from receiving the Services under the laws of United States, or other countries including the country in which you are resident or from which you use the Services.
3. Language of the Terms
3.1 Where the Service Provider has provided you with a translation of the English language version of the Terms, then you agree that the translation is provided for your convenience only and that the English language versions of the Terms will govern your relationship with the Service Provider
3.2 If there is any contradiction between what the English language version of the Terms says and what a translation says, then the English language version shall take precedence.
4. Provision of the Services by the Service Provider
4.1 the Service Provider has subsidiaries, affiliated legal entities and contractors around the world ("Subsidiaries and Affiliates"). Sometimes, these companies will be providing the Services to you on behalf of the Service Provider itself. You acknowledge and agree that Subsidiaries and Affiliates will be entitled to provide the Services to you.
4.2 the Service Provider is constantly innovating in order to provide the best possible experience for its users. You acknowledge and agree that the form and nature of the Services which the Service Provider provides may change from time to time without prior notice to you.
4.3 As part of this continuing innovation, you acknowledge and agree that the Service Provider may stop (permanently or temporarily) providing the Services (or any features within the Services) to you or to users generally at the Service Provider's sole discretion, without prior notice to you. You may stop using the Services at any time. You do not need to specifically inform the Service Provider when you stop using the Services.
4.4 You acknowledge and agree that if the Service Provider disables access to your account, you may be prevented from accessing the Services, your account details or any files or other content which is contained in your account.
4.5 You acknowledge and agree that while the Service Provider may not currently have set a fixed upper limit on the number of transmissions you may receive through the Services or on the amount of storage space used for the provision of any Service, such fixed upper limits may be set by the Service Provider at any time, at the Service Provider's discretion.
4.6 You acknowledge and agree that your Company Taxation ID that is provided during registration is the key identifier of your company and the information provided to you. You provide the Service Provider permission to provide your Taxation ID to organizations providing content so that they may identify the content that relates to your company.
4.7 You acknowledge and agree that the name of your company can be listed on the the Service Provider websites, presentation material and other communications. The sole purpose is to inform other organizations who are utilizing the Services.
5. Use of the Services by you
5.1 In order to access certain Services, you may be required to provide information about yourself (such as identification or contact details) as part of the registration process for the Service, or as part of your continued use of the Services. You agree that any registration information you give to the Service Provider will always be accurate, correct and up to date.
5.2 You agree to use the Services only for purposes that are permitted by (a) these Terms and (b) any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions, including without limitation any laws regarding handling of personal and health care information, and the export of data or software to and from the United States and Canada or other relevant countries and the Health Insurance Portability and Accountability Act (USA) and related rules and regulations - "HIPAA").
5.3 You agree not to access (or attempt to access) any of the Services by any means other than through the interface that is provided by the Service Provider, unless you have been specifically allowed to do so in a separate agreement with the Service Provider. You specifically agree not to access (or attempt to access) any of the Services through any automated means (including use of scripts or web crawlers) and shall ensure that you comply with the instructions set out in any robots.txt file present on the Services.
5.4 You agree that you will not engage in any activity that interferes with or disrupts the Services (or the servers and networks which are connected to the Services).
5.5 You agree that should you view information that does not relate to your company, you will immediately inform the Service Provider of such information at contactIIT@InvoiceDeliveryServices.com.
5.6 Unless you have been specifically permitted to do so in a separate agreement with the Service Provider, you agree that you will not reproduce, duplicate, copy, sell, trade or resell the Services for any purpose
5.7 You agree that you are solely responsible for (and that the Service Provider has no responsibility to you or to any third party for) any breach of your obligations under the Terms and for the consequences (including any loss or damage which the Service Provider may suffer) of any such breach.
6. Your passwords and account security
6.1 You agree and understand that you are responsible for maintaining the confidentiality of passwords associated with any account you use to access the Services.
6.2 Accordingly, you agree that you will be solely responsible to the Service Provider for all activities that occur under your account.
6.3 If you become aware of any unauthorized use of your password or of your account, you agree to notify the Service Provider immediately, at contactIIT@InvoiceDeliveryService.com.
7. Privacy and your corporate information
7.1 Information about the Service Provider's data protection practices is available upon request. Our information policy explains how the Service Provider treats corporate information, and protects privacy, when you use the Services.
7.2 You agree to the use of your data in accordance with the Service Provider's privacy policies.
7.3 You acknowledge that, although the Service Provider endeavours to comply with all relevant obligations of a Business Associate pursuant to HIPAA and related acts, rules and regulations, the Service Provider asserts that its duties and exposure to PHI from you or your customers do not rise to the level of establishing a business associate relationship as defined by HIPAA.
Notwithstanding anything to the contrary contained in these Universal Terms or any related agreement, you acknowledge and agree:
- (i) That the Services do not require and nothing in these Universal Terms or any related agreement shall be construed so as to require the Service Provider to receive, review, handle, store, manipulate or alter Protected Health Information (including electronic Protected Health Information) for or on your behalf or on behalf of your customers.
- (ii) Any disclosure of Protected Health Information to the Service Provider is incidental and unintentional.
- (iii) The Service Provider has no control over and only randomly reviews the Content of the invoices provided by you for the purposes of quality control and spot-checking.
- (iv) You shall make commercially reasonable and appropriate efforts to ensure and cause your suppliers and customers to ensure that Protected Health Information is not disclosed to the Service Provider or in any event only in the form of a Limited Data Set.
8. Content in the Services, Your Content and Your Obligations With Your Customers
8.1 You understand that all information (such as data files, written text, computer software, music, audio files or other sounds, photographs, videos or other images) which you may have access to as part of, or through your use of, the Services is the sole responsibility of the person from which such content originated. All such information is referred to below as the "Content".
8.2 You should be aware that Content presented to you as part of the Services, including but not limited to advertisements in the Services and sponsored Content within the Services may be protected by intellectual property rights which are owned by the sponsors or advertisers who provide the Content to the Service Provider (or by other persons or companies on their behalf). You may not modify, rent, lease, loan, sell, distribute or create derivative works based on the Content (either in whole or in part) unless you have been specifically told that you may do so by the Service Provider or by the owners of the Content, in a separate agreement.
8.3 the Service Provider reserves the right (but shall have no obligation) to pre-screen, review, flag, filter, modify, refuse or remove any or all Content from any Service. For some of the Services, the Service Provider may provide tools to filter out inappropriate content.
8.4 You understand that by using the Services you may be exposed to Content that you may find inappropriate and that, in this respect, you use the Services at your own risk.
8.5 You agree that you are solely responsible for (and that the Service Provider has no responsibility to you or to any third party for) any Content that you create, transmit or display while using the Services and for the consequences of your actions (including any loss or damage which the Service Provider may suffer) by doing so. You are responsible for taking all necessary steps to check and approve such Content, and for the accuracy, reliability and completeness of such Content. The Service Provider will not be obliged or responsible and the Services do not include any verification, supplementation, editing or vetting of the Content you provide other than as strictly necessary for the purposes of tracking and formatting your Content in accordance with the Services, which, except for spot checking and related remediation, is automated.
8.6 You are responsible for ensuring your use of the Services complies with your obligations to any customers, regulators, or other third parties, including without limitation any transactions you may enter with them and your obligations in respect of such transactions.
8.7 You are solely responsible for any VAT taxes, levies or other government or regulatory charges ("Taxes") arising from any transaction you enter with any third parties notwithstanding that you use the Services in connection with any such transaction. The Service Provider shall only be responsible for Taxes levied against it, arising from its provision of the Services to you.
9. Proprietary rights
9.1 You acknowledge and agree that the Service Provider (or the Service Provider's licensors) own all legal right, title and interest in and to the Services, including any intellectual property rights which subsist in the Services (whether those rights happen to be registered or not, and wherever in the world those rights may exist).
9.2 Unless you have agreed otherwise in writing with the Service Provider, nothing in the Terms gives you a right to use any of the Service Provider's trade names, trade-marks, service marks, logos, domain names, and other distinctive brand features without prior written consent.
9.3 Other than the limited license set forth in Section 11, the Service Provider acknowledges and agrees that it obtains no right, title or interest from you (or your licensors) under these Terms in or to any Content that you submit, post, transmit or display on, or through, the Services, including any intellectual property rights which subsist in that Content (whether those rights happen to be registered or not, and wherever in the world those rights may exist). Unless you have agreed otherwise in writing with the Service Provider, you agree that you are responsible for protecting and enforcing those rights and that the Service Provider has no obligation to do so on your behalf.
9.4 You agree that you shall not remove, obscure, or alter any proprietary rights notices (including copyright and trade mark notices) which may be affixed to or contained within the Services.
9.5 Unless you have been expressly authorized to do so in writing by the Service Provider, you agree that in using the Services, you will not use any trade mark, service mark, trade name, logo of any company or organization in a way that is likely or intended to cause confusion about the owner or authorized user of such marks, names or logos, provided that as long as you comply with these Universal Terms, we encourage you to refer to your use of the Services in communications with your clients and associates.
10. License from the Service Provider
10.1 the Service Provider gives you a worldwide, royalty-free, non-assignable and non-exclusive license to use the software provided to you by the Service Provider as part of the Services as provided to you by the Service Provider (referred to as the "Software" below). This license is for the sole purpose of enabling you to use and enjoy the benefit of the Services as provided by the Service Provider, in the manner permitted by these Universal Terms and the terms associated with the Software.
10.2 You may not (and you may not permit anyone else to) copy, modify, create a derivative work of, reverse engineer, decompile or otherwise attempt to extract the source code of the Software or any part thereof, unless this is expressly permitted by written agreement with the Service Provider or required by law.
10.3 Unless the Service Provider has given you specific written permission to do so, you may not assign (or grant a sub-license of) your rights to use the Software, grant a security interest in or over your rights to use the Software, or otherwise transfer any part of your rights to use the Software.
11. Ending your relationship with the Service Provider
11.1 The Terms will continue to apply until terminated by either you or the Service Provider as set out below.
11.2 If you want to terminate your legal agreement with the Service Provider, you may do so by (a) notifying the Service Provider at any time and (b) closing your accounts for all of the Services which you use, where the Service Provider has made this option available to you.
11.3 the Service Provider may at any time, terminate its legal agreement with you if:
(A) you have breached any provision of the Universal Terms (or have acted in manner which clearly shows that you do not intend to, or are unable to comply with the provisions of the Universal Terms, or any other agreement that you have with the Service Provider); or
(B) the Service Provider is required to do so by law (for example, where the provision of the Services to you is, or becomes, unlawful); or
(C) the partner with whom the Service Provider offered the Services to you has terminated its relationship with the Service Provider or ceased to offer the Services to you; or
(D) the Service Provider is transitioning to no longer providing the Services to users in the country in which you are resident or from which you use the service; or
(E) the provision of the Services to you by the Service Provider is, in the Service Provider's opinion, no longer commercially viable.
11.4 Nothing in this Section shall affect the Service Provider's rights regarding provision of Services under Section 4 of these Universal Terms.
11.5 When these Universal Terms come to an end, all of the legal rights, obligations and liabilities that you and the Service Provider have benefited from, been subject to (or which have accrued over time whilst the Terms have been in force) or which are expressed to continue indefinitely, shall be unaffected by this cessation, and the provisions of paragraph 19.7 shall continue to apply to such rights, obligations and liabilities indefinitely.
11.6 When these Terms come to an end, all unpaid amounts owing by either party to the other party will be paid in full subject to the Service Provider's exclusive right to set-off amounts .
12. RESERVED
13. EXCLUSION OF WARRANTIES
13.1 NOTHING IN THESE TERMS, INCLUDING WITHOUT LIMITATION SECTIONS 14 AND 15, SHALL EXCLUDE OR LIMIT THE SERVICE PROVIDER'S WARRANTY OR LIABILITY FOR LOSSES WHICH MAY NOT BE LAWFULLY EXCLUDED OR LIMITED BY APPLICABLE LAW. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR CONDITIONS OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR LOSS OR DAMAGE CAUSED BY NEGLIGENCE, BREACH OF CONTRACT OR BREACH OF IMPLIED TERMS, OR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, ONLY THE LIMITATIONS WHICH ARE LAWFUL IN YOUR JURISDICTION WILL APPLY TO YOU AND OUR LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.
13.2 YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK AND THAT THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE."
13.3 IN PARTICULAR, THE SERVICE PROVIDER, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS , INCLUDING THE DIRECTORS, OFFICERS, SHAREHOLDERS, UNITHOLDERS, TRUSTEES, EMPLOYEES, AGENTS, ADVISORS AND CONSULTANTS OF EACH OF THEM, (COLLECTIVELY "RELEASEES") DO NOT REPRESENT OR WARRANT TO YOU THAT:
(A) YOUR USE OF THE SERVICES WILL MEET YOUR REQUIREMENTS,
(B) YOUR USE OF THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR,
(C) ANY INFORMATION OBTAINED BY YOU AS A RESULT OF YOUR USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE, AND
(D) THAT DEFECTS IN THE OPERATION OR FUNCTIONALITY OF ANY SOFTWARE PROVIDED TO YOU AS PART OF THE SERVICES WILL BE CORRECTED.
13.4 ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR OTHER DEVICE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.
13.5 NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM IDS INVOICE TRACKER OR THROUGH OR FROM THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS.
13.6 IDS INVOICE TRACKER FURTHER EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
14. LIMITATION OF LIABILITY
14.1 YOU EXPRESSLY UNDERSTAND AND AGREE THAT THE RELEASEES SHALL NOT BE LIABLE TO YOU FOR:
(A) ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL CONSEQUENTIAL OR EXEMPLARY DAMAGES WHICH MAY BE INCURRED BY YOU, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY. THIS SHALL INCLUDE, BUT NOT BE LIMITED TO, ANY LOSS OF PROFIT (WHETHER INCURRED DIRECTLY OR INDIRECTLY), ANY LOSS OF GOODWILL OR BUSINESS REPUTATION, ANY LOSS OF DATA SUFFERED, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR OTHER INTANGIBLE LOSS;
(B) ANY LOSS OR DAMAGE WHICH MAY BE INCURRED BY YOU, INCLUDING BUT NOT LIMITED TO LOSS OR DAMAGE AS A RESULT OF:
(I) ANY RELIANCE PLACED BY YOU ON THE COMPLETENESS, ACCURACY OR EXISTENCE OF ANY ADVERTISING, OR AS A RESULT OF ANY RELATIONSHIP OR TRANSACTION BETWEEN YOU AND ANY ADVERTISER OR SPONSOR WHOSE ADVERTISING APPEARS ON THE SERVICES;
(II) ANY CHANGES WHICH IDS MAY MAKE TO THE SERVICES, OR FOR ANY PERMANENT OR TEMPORARY CESSATION IN THE PROVISION OF THE SERVICES (OR ANY FEATURES WITHIN THE SERVICES);
(III) THE DELETION OF, CORRUPTION OF, OR FAILURE TO STORE, ANY CONTENT AND OTHER COMMUNICATIONS DATA MAINTAINED OR TRANSMITTED BY OR THROUGH YOUR USE OF THE SERVICES;
(IV) YOUR FAILURE TO PROVIDE INVOICE DELIVERY SERVICES INC. WITH ACCURATE ACCOUNT INFORMATION;
(V) YOUR FAILURE TO KEEP YOUR PASSWORD OR ACCOUNT DETAILS SECURE AND CONFIDENTIAL;
14.2 THE LIMITATIONS ON IDS'S LIABILITY TO YOU IN PARAGRAPH 14.1 ABOVE SHALL APPLY WHETHER OR NOT IDS HAS BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING.
15. Copyright policies
15.1 It is the Service Provider's policy to respond to notices of alleged copyright infringement that comply with applicable international intellectual property law (including, in the United States, the Digital Millennium Copyright Act) and to terminate the accounts of repeat infringers.
16. Advertisements
16.1 Some of the Services may be supported by advertising revenue and may display advertisements and promotions. These advertisements may be targeted to the content of information stored on the Services, queries made through the Services or other information.
16.2 The manner, mode and extent of advertising by the Service Provider on the Services are subject to change without specific notice to you.
16.3 In consideration for the Service Provider granting you access to and use of the Services, you agree that the Service Provider may place such advertising on the Services.
17. Other content
17.1 The Services may include hyperlinks to other web sites or content or resources. the Service Provider may have no control over any web sites or resources which are provided by companies or persons other than the Service Provider.
17.2 You acknowledge and agree that the Service Provider is not responsible for the availability of any such external sites or resources, and does not endorse any advertising, products or other materials on or available from such web sites or resources.
17.3 You acknowledge and agree that the Service Provider is not liable for any loss or damage which may be incurred by you as a result of the availability of those external sites or resources, or as a result of any reliance placed by you on the completeness, accuracy or existence of any advertising, products or other materials on, or available from, such web sites or resources.
18. Changes to the Terms
18.1 The Service Provider may make changes to the Universal Terms from time to time. When these changes are made, the Service Provider will make a copy of the Universal Terms available on its website with reasonable notice to allow you to consider whether or not you wish to continue using the Services (the "Notice Period").
18.2 You understand and agree that if you use the Services after the expiry of the Notice Period you will be bound by the Universal Terms as so amended by the Service Provider.
19. General legal terms
19.1 Sometimes when you use the Services, you may (as a result of, or through your use of the Services) use a service or download a piece of software, or purchase goods, which are provided by another person or company. Your use of these other services, software or goods may be subject to separate terms between you and the company or person concerned. If so, the Universal Terms do not affect your legal relationship with these other companies or individuals.
19.2 The Universal Terms constitute the whole legal agreement between you and the Service Provider and govern your use of the Services (but excluding any services which the Service Provider may provide to you under a separate written agreement), and completely replace any prior agreements between you and the Service Provider in relation to the Services.
19.3 You agree that the Service Provider may provide you with notices, including those regarding changes to the Terms, by email, regular mail, or postings on the Services.
19.4 You agree that if the Service Provider does not exercise or enforce any legal right or remedy which is contained in the Universal Terms (or which the Service Provider has the benefit of under any applicable law), this will not be taken to be a formal waiver of the Service Provider's rights and that those rights or remedies will still be available to the Service Provider.
19.5 If any court of law, having the jurisdiction to decide on this matter, rules that any provision of these Universal Terms is invalid, then that provision will be removed from the Universal Terms without affecting the rest of the Universal Terms. The remaining provisions of the Universal Terms will continue to be valid and enforceable and these Universal Terms shall be construed, to the extent permissible at law, so as to place the parties in the same position economically and as concerns liability as each would have been had any such severed term been enforceable.
19.6 You acknowledge and agree that each of the Releases, and each person with which the Service Provider contracts for the provision of the Services herein, shall be third party beneficiaries to the Universal Terms and that such other companies shall be entitled to directly enforce, and rely upon, any provision of the Universal Terms which confers a benefit on (or rights in favor of) them. Other than this, no other person or company shall be third party beneficiaries to the Universal Terms.
19.7 The Universal Terms, and your relationship with the Service Provider, shall be governed by the laws of the Province of Alberta, Canada without regard to its conflict of law's provisions. You and the Service Provider agree to submit to the exclusive jurisdiction of the courts of Alberta to resolve any legal matter arising from the Universal Terms. Notwithstanding this, you agree that the Service Provider shall still be allowed to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.