Customer Features
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Dedicated Customer Interface
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Customize Doc Templating
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Email Delivery System
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Integrated Messaging
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Auto Customer Pay Deposits
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Payment Scheduling
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Security
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Encrypted, Offsite Backup
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128-Bit SSL Encryption
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Manage Users
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Support
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Email
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Chat
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Phone
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Knowledge Base
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Administrative Features
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Admin Workflow Panel
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Auto Customer Pay Deposits
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Batch Payment Processing
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Collection Services
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Custom Reporting
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Custom Pay Rule Permissions
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Customize Analytics
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Desktop Notifications
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Drag and Drop file storage
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Performance Metrics
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Reminder Calendar
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Status Summary Reports
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Transaction Reporting
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User Summary Reports
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|
NUMERASAVE LLC
Master Subscription and License Agreement BY CLICKING
THE "I ACCEPT" BUTTON DISPLAYED AS PART OF THE ORDERING PROCESS, YOU AGREE TO THE
FOLLOWING TERMS AND CONDITIONS (THE "AGREEMENT") GOVERNING YOUR USE OF NumeraSave LLC'S ONLINE
SERVICE,INCLUDING ANY OFFLINE COMPONENTS (COLLECTIVELY, THE "SERVICE"). IF YOU ARE
ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT
AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS AND CONDITIONS,
IN WHICH CASE THE TERMS "YOU" OR "YOUR" SHALL REFER TO SUCH ENTITY. IF YOU DO NOT
HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU
MUST SELECT THE "I DECLINE" BUTTON AND MAY NOT USE THE SERVICE.
Welcome
As part of the Service,
NumeraSave, LLC, a [Florida] limited liability company (the “Company”),
will provide you with use of the Service, including a browser interface and online
billing, invoicing and payment processing services for your customers’ convenience
(each a “Customer”). Your registration for, or use of, the Service shall be deemed
to be your agreement to abide by this Agreement including any materials available
on the Company website incorporated by reference herein, including but not limited
to Company’s privacy and security policies and general terms and conditions for
use of the Company’s website and Services. For reference, a Definitions section
is included at the end of this Agreement.
The Service is offered in the following subscription service levels:
[TBP]
1. Privacy & Security
The Company's privacy and security policies may be viewed at http://[LINK TBP].
The Company reserves the right to modify its privacy and security policies in its
reasonable discretion from time to time.
2. License Grant & Restrictions
The Company hereby grants you a non-exclusive, non-transferable, worldwide right
to use the Service, solely for your own business purposes with your Customers, subject
to the terms and conditions of this Agreement. All rights not expressly granted
to you are reserved by the Company and its licensors.
You shall not (i) license, sublicense, sell, resell, transfer, assign, distribute
or otherwise commercially exploit or make available to any third party the Service
or the Content in any way; (ii) modify or make derivative works based upon the Service
or the Content; (iii) "frame" or "mirror" any Content on any other server or wireless
or Internet-based device; or (iv) reverse engineer or access the Service in order
to (a) build a competitive product or service, (b) build a product using similar
ideas, features, functions or graphics of the Service, or (c) copy any ideas, features,
functions or graphics of the Service. User licenses cannot be shared or used by
more than one individual User but may be reassigned from time to time to new Users
who are replacing former Users who have terminated employment or otherwise changed
job status or function and no longer use the Service.
You may use the Service only for your internal business purposes (which includes
you sending invoices to your business clients and Customers and processing payments
from such Customers) and shall not: (i) send spam or otherwise duplicative or unsolicited
messages in violation of applicable laws; (ii) send or store infringing, obscene,
threatening, libelous, or otherwise unlawful or tortious material, including material
harmful to children or violative of third party privacy rights; (iii) send or store
material containing software viruses, worms, Trojan horses or other harmful computer
code, files, scripts, agents or programs; (iv) interfere with or disrupt the integrity
or performance of the Service or the data contained therein; or (v) attempt to gain
unauthorized access to the Service or its related systems or networks.
3. Your Responsibilities
You are responsible for all activity occurring under your User and Customer accounts
and shall abide by all applicable local, state, national and foreign laws, treaties
and regulations in connection with your use of the Service, including those related
to data privacy, international communications and the transmission of technical
or personal data. You shall: (i) notify the Company immediately of any unauthorized
use of any password or account or any other known or suspected breach of security;
(ii) report to the Company immediately and use reasonable efforts to stop immediately
any copying or distribution of Content that is known or suspected by you or your
Users; and (iii) not impersonate another user or Customer, or provide false identity
information to gain access to or use the Service. Each of your user’s will be required
to accept these terms and conditions of this Agreement. Each of your Customers will
be required to accept the Company’s general Terms and Conditions
[INCLUDE LINK] in connection with their use of the Service and consent to the Company
having access to their Customer Data and other personal information necessary for
the Company to provide the Service.
4. Account Information and Data
The Company does not own any data, information or material that you submit to the
Service in the course of using the Service ("Customer Data"). You, not the Company,
shall have sole responsibility for the accuracy, quality, integrity, legality, reliability,
appropriateness, and intellectual property ownership or right to use of all Customer
Data, and the Company shall not be responsible or liable for the deletion, correction,
destruction, damage, loss or failure to store any Customer Data. The Company reserves
the right to withhold, remove and/or discard Customer Data without notice for any
breach, including, without limitation, your non-payment. Upon termination for cause,
your right to access or use Customer Data immediately ceases, and the Company shall
have no obligation to maintain or forward any Customer Data.
5. Intellectual Property Ownership
The Company alone (and its licensors, where applicable) shall own all right, title
and interest, including all related Intellectual Property Rights, in and to the
Company Technology, the Content and the Service and any suggestions, ideas, enhancement
requests, feedback, recommendations or other information provided by you or any
other party relating to the Service. This Agreement is not a sale and does not convey
to you any rights of ownership in or related to the Service, the COMPANY Technology
or the Intellectual Property Rights owned by the Company. The Company name, the
Company logo, and the product names associated with the Service are trademarks of
the Company or third parties, and no right or license is granted to use them.
6. Charges and Payment of Fees
You shall pay all fees or charges to your account at the time a fee or charge is
due and payable in accordance with the following fees, charges, and billing terms;
a) a one-time Setup & Configuration Fee of $
b) monthly usage fees calculated at
1.
of the payments collected on any account loaded to The Company's database and serviced
as an active account with an assigned date age more than days.
Calculated and payable monthly
2.
of the payments collected on any account loaded to The Company's database and serviced
as an active account with an assigned date age more than days.
Calculated and payable monthly
3.
of the payments collected on any account loaded to The Company's database and serviced
as an active account with an assigned date age more than
days. Calculated and payable monthly
You are responsible for paying for all licenses ordered for the entire License Term,
whether or not such licenses are actively used. You must provide the Company with
valid credit card, direct debit account or approved purchase order information as
a condition to signing up for the Service. An authorized License Administrator may
add licenses by executing an additional written Order Form or using the Online Order
Center. Added licenses will be subject to the following: (i) added licenses will
be coterminous with the preexisting License Term (either Initial Term or renewal
term); (ii) the license fee for the added licenses will be the then current, generally
applicable license fee; and (iii) licenses added in the middle of a billing month
will be charged in full for that billing month. The Company reserves the right to
modify its fees and charges and to introduce new charges at any time, upon at least
30 days prior notice to you, which notice may be provided by e-mail. All pricing
terms are confidential, and you agree not to disclose them to any third party.
7. Excess Data Storage Fees
The maximum disk storage space provided to you at no additional charge is as dictated
by the level of service that you subscribed to. If the amount of disk storage required
exceeds these limits, you will be charged the then-current storage fees. The Company
will use reasonable efforts to notify you when the average storage used per license
reaches approximately 90% of the maximum; however, any failure by the Company to
so notify you shall not affect your responsibility for such additional storage charges.
The Company reserves the right to establish or modify its general practices and
limits relating to storage of Customer Data.
8. Billing and Renewal
The Company charges and collects in advance for use of the Service. The Company
will automatically renew and bill your credit card, directly debit your bank account,
or issue an invoice to you (a) every month for monthly licenses, (b) every quarter
for quarterly licenses, (c) each year on the subsequent anniversary for annual licenses,
or (d) as otherwise mutually agreed upon. The renewal charge will be equal to subscription
level that you are currently subscribed. Fees for other services will be charged
on an as-quoted basis. The Company’s fees are exclusive of all taxes, levies, or
duties imposed by taxing authorities, and you shall be responsible for payment of
all such taxes, levies, or duties, excluding only United States (federal or state)
taxes based solely on the Company’s income.
You agree to provide the Company with complete and accurate billing and contact
information. This information includes your legal company name, street address,
e-mail address, and name and telephone number of an authorized billing contact and
License Administrator. You agree to update this information within 30 days of any
change to it. If the contact information you have provided is false or fraudulent,
the Company reserves the right to terminate your access to the Service in addition
to any other legal remedies. If you believe your bill is incorrect, you must contact
us in writing within 60 days of the invoice date of the invoice containing the amount
in question to be eligible to receive an adjustment or credit.
9. Non-Payment and Suspension
In addition to any other rights granted to COMPANY herein, the Company reserves
the right to suspend or terminate this Agreement and your access as well as your
Customers’ access to the Service (and Customer Data) if your account becomes delinquent
(falls into arrears). Delinquent invoices (accounts in arrears) are subject to interest
of 1.0% per month on any outstanding balance, or the maximum permitted by law, whichever
is less, plus all expenses of collection. You will continue to be charged for User
licenses during any period of suspension. If you or the Company initiates termination
of this Agreement, you will be obligated to pay the balance due on your account
computed in accordance with the Charges and Payment of Fees section above. You agree
that the Company may charge such unpaid fees to your credit card or otherwise bill
you for such unpaid fees.
The Company reserves the right to impose a reconnection fee in the event you are
suspended and thereafter request access to the Service. You agree and acknowledge
that the Company has no obligation to retain Customer Data and that such Customer
Data may be irretrievably deleted if your account is 30 days or more delinquent.
10. Termination upon Expiration
This Agreement commences on the Effective Date. Except where you elect for a specific
term as you sign up and the Company agrees to such term, the term is indefinite
and may be terminated at any time in the Company’s sole discretion. For where you
elect a specific term during the online subscription process or as otherwise mutually
agreed upon, the Initial Term commences on the date you agree to pay for the Service
by completing the online subscription form or otherwise. Upon the expiration of
the Initial Term, this Agreement will automatically renew for successive renewal
terms equal in duration to the Initial Term (or one year, if the Initial Term is
greater than one year) at the Company’s then current fees. Either party may terminate
this Agreement or reduce the level of service, effective only upon the expiration
of the then current License Term, by notifying the other party in writing at least
five (5) business days prior to the date of the invoice for the following term.
You agree and acknowledge that the Company has no obligation to retain the Customer
Data, and may delete such Customer Data, more than 30 days after termination.
11.Termination for Cause
Any breach of your payment obligations to the Company or unauthorized use of the
Company Technology or Service will be deemed a material breach of this Agreement.
The Company, in its sole discretion, may terminate your password, account or use
of the Service if you breach or otherwise fail to comply with this Agreement. You
agree and acknowledge that the Company has no obligation to retain the Customer
Data, and may delete such Customer Data, if you have materially breached this Agreement,
including but not limited to failure to pay outstanding fees, and such breach has
not been cured within 30 days of notice of such breach.
12. Representations & Warranties
Each party represents and warrants that it has the legal power and authority to
enter into this Agreement. The Company represents and warrants that it will provide
the Service in a manner consistent with general industry standards reasonably applicable
to the provision thereof and that the Service will perform under normal use and
circumstances. You represent and warrant that you have not falsely identified yourself
nor provided any false information to gain access to the Service or Customer Data
and that your billing information is correct. You represent and warrant that each
of your Customers has consented (or will consent prior to your use a Customer’s
Data) to your use of this Service, their access and use of the Service, and our
access and use of Customer Data.
13. Indemnification
You shall indemnify and hold the Company, its licensors and each such party's parent
organizations, subsidiaries, affiliates, officers, directors, employees, attorneys
and agents harmless from and against any and all claims, costs, damages, losses,
liabilities and expenses (including attorneys' fees and costs) arising out of or
in connection with: (i) a claim alleging that use of the Customer Data infringes
the rights of, or has caused harm to, a third party or a Customer; (ii) a claim,
which if true, would constitute a violation by you of your representations and warranties;
or (iii) a claim arising from the breach by you or your Users of this Agreement,
provided in any such case that the Company (a) gives written notice of the claim
promptly to you; (b) gives you sole control of the defense and settlement of the
claim (provided that you may not settle or defend any claim unless you unconditionally
release the Company of all liability and such settlement does not affect the Company’s
business or Service); (c) provides to you all available information and assistance;
and (d) has not compromised or settled such claim.
14. Disclaimer of Warranties
THE COMPANY AND ITS LICENSORS MAKE NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO
THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY
OR COMPLETENESS OF THE SERVICE OR ANY CONTENT. COMPANY AND ITS LICENSORS DO NOT
REPRESENT OR WARRANT THAT (A) THE USE OF THE SERVICE WILL BE SECURE, TIMELY, UNINTERRUPTED
OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM
OR DATA, (B) THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (C) ANY STORED
DATA WILL BE ACCURATE OR RELIABLE, (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION,
OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR
REQUIREMENTS OR EXPECTATIONS, (E) ERRORS OR DEFECTS WILL BE CORRECTED, OR (F) THE
SERVICE OR THE SERVER(S) THAT MAKE THE SERVICE AVAILABLE ARE FREE OF VIRUSES OR
OTHER HARMFUL COMPONENTS. THE SERVICE AND ALL CONTENT IS PROVIDED TO YOU STRICTLY
ON AN "AS IS" BASIS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS,
IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY
OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD
PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE
LAW BY COMPANY AND ITS LICENSORS.
15. Internet Delays
THE COMPANY'S SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS
INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. THE COMPANY IS
NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM
SUCH PROBLEMS.
16. Limitation of Liability
IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY EXCEED THE AMOUNTS ACTUALLY
PAID BY AND/OR DUE FROM YOU IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING
THE EVENT GIVING RISE TO SUCH CLAIM. IN NO EVENT SHALL EITHER PARTY AND/OR ITS LICENSORS
BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL,
CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE,
PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED
WITH THIS SERVICE, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE
SERVICE, OR FOR ANY CONTENT OBTAINED FROM OR THROUGH THE SERVICE, ANY INTERRUPTION,
INACCURACY, ERROR OR OMISSION, REGARDLESS OF CAUSE IN THE CONTENT, EVEN IF THE PARTY
FROM WHICH DAMAGES ARE BEING SOUGHT OR SUCH PARTY'S LICENSORS HAVE BEEN PREVIOUSLY
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
17. Local Laws and Export Control
This site provides services and uses software and technology that may be subject
to United States export controls administered by the U.S. Department of Commerce,
the United States Department of Treasury Office of Foreign Assets Control, and other
U.S. agencies. The user of this site ("User") acknowledges and agrees that the site
shall not be used, and none of the underlying information, software, or technology
may be transferred or otherwise exported or re-exported to countries as to which
the United States maintains an embargo (collectively, "Embargoed Countries"), or
to or by a national or resident thereof, or any person or entity on the U.S. Department
of Treasury's List of Specially Designated Nationals or the U.S. Department of Commerce's
Table of Denial Orders (collectively, "Designated Nationals"). The lists of Embargoed
Countries and Designated Nationals are subject to change without notice. By using
the Service, you represent and warrant that you are not located in, under the control
of, or a national or resident of an Embargoed Country or Designated National. You
agree to comply strictly with all U.S. export laws and assume sole responsibility
for obtaining licenses to export or re-export as may be required.
You agree that you will comply with all applicable laws in connection with your
use of the Service and will obtain the consent of all of your Customers who wish
to use the Service and use of Customer Data.
18. Notice
The Company may give notice by means of a general notice on the Service, electronic
mail to your e-mail address on record in the Company’s account information, or by
written communication sent by first class mail or pre-paid post to your address
on record in the Company’s account information. Such notice shall be deemed to have
been given upon the expiration of 48 hours after mailing or posting (if sent by
first class mail or pre-paid post) or 12 hours after sending (if sent by email).
You may give notice to the Company (such notice shall be deemed given when received
by the Company) at any time by any of the following: letter delivered by nationally
recognized overnight delivery service or first class postage prepaid mail to the
Company at the following addresses (whichever is appropriate): NumeraSave, LLC,
[INSERT ADDRESS], addressed to the attention of: __________.
19. Modification to Terms
The Company reserves the right to modify the terms and conditions of this Agreement
or its policies relating to the Service at any time, effective upon posting of an
updated version of this Agreement on the Service. You are responsible for regularly
reviewing this Agreement. Continued use of the Service after any such changes shall
constitute your consent to such changes.
20. Assignment; Change in Control
This Agreement may not be assigned by you without the prior written approval of
the Company but may be assigned without your consent by the Company to (i) a parent
or subsidiary, (ii) an acquirer of assets, or (iii) a successor by merger. Any purported
assignment in violation of this section shall be void. Any actual or proposed change
in control of you that results or would result in a direct competitor of the Company
directly or indirectly owning or controlling 50% or more of you shall entitle the
Company to terminate this Agreement for cause immediately upon written notice.
21. General
This Agreement shall be governed by Florida law and controlling United States federal
law, without regard to the choice or conflicts of law provisions of any jurisdiction,
and any disputes, actions, claims or causes of action arising out of or in connection
with this Agreement or the Service shall be subject to the exclusive jurisdiction
of the state and federal courts located in ____________ County, Florida. Except
as expressly agreed to in writing by the Company and you, no text or information
set forth on any other purchase order, preprinted form or document (other than an
Order Form, if applicable) shall add to or vary the terms and conditions of this
Agreement. If any provision of this Agreement is held by a court of competent jurisdiction
to be invalid or unenforceable, then such provision(s) shall be construed, as nearly
as possible, to reflect the intentions of the invalid or unenforceable provision(s),
with all other provisions remaining in full force and effect. No joint venture,
partnership, employment, or agency relationship exists between you and the Company
as a result of this agreement or use of the Service. The failure of the Company
to enforce any right or provision in this Agreement shall not constitute a waiver
of such right or provision unless acknowledged and agreed to by the Company in writing.
This Agreement, together with any applicable Order Form, comprises the entire agreement
between you and the Company and supersedes all prior or contemporaneous negotiations,
discussions or agreements, whether written or oral, between the parties regarding
the subject matter contained herein.
24. Definitions
As used in this Agreement and in any Order Forms now or hereafter associated herewith:
"Agreement" means these online terms of use, any Order Forms, whether written or
submitted online via the Online Order Center, and any materials available on the
Company website specifically incorporated by reference herein, as such materials,
including the terms of this Agreement, may be updated by the Company from time to
time in its sole discretion; "Content" means the audio and visual information, documents,
software, products and services contained or made available to you in the course
of using the Service; “Customer” means your customer who you wish to provide access
to their online invoice, bill and payment processing services for services provided
by you to the Customer; "Customer Data" means any data, information or material
provided or submitted by you to the Service relating to a Customer in the course
of using the Service; "Effective Date" means the earlier of either the date this
Agreement is accepted by selecting the "I Accept" option presented on the screen
after this Agreement is displayed or the date you begin using the Service; "Initial
Term" means the initial period during which you are obligated to pay for the Service
equal to the billing frequency selected by you during the subscription process (e.g.,
if the billing frequency is quarterly, the Initial Term is the first quarter); "Intellectual
Property Rights" means unpatented inventions, patent applications, patents, design
rights, copyrights, trademarks, service marks, trade names, domain name rights,
mask work rights, know-how and other trade secret rights, and all other intellectual
property rights, derivatives thereof, and forms of protection of a similar nature
anywhere in the world; "License Administrator(s)" means those Users designated by
you who are authorized to purchase licenses online using the Online Order Center
or by executing written Order Forms and to create User accounts and otherwise administer
your use of the Service; "License Term(s)" means the period(s) during which a specified
number of Users are licensed to use the Service pursuant to the Order Form(s); "Order
Form(s)" means the form evidencing the initial subscription for the Service and
any subsequent order forms submitted online or in written form, specifying, among
other things, the number of licenses and other services contracted for, the applicable
fees, the billing period, and other charges as agreed to between the parties, each
such Order Form to be incorporated into and to become a part of this Agreement (in
the event of any conflict between the terms of this Agreement and the terms of any
such Order Form, the terms of this Agreement shall prevail); "Online Order Center"
means COMPANY’s online application that allows the License Administrator designated
by you to, among other things, add additional Users to the Service; "Company" means
NumeraSave,
LLC, a Florida limited liability company, having a principal place of business at
257 Barefoot Beach Blvd. Bonita Springs, Fl 34134; "Company Technology" means all
of the Company's proprietary technology (including software, hardware, products,
processes, algorithms, user interfaces, know-how, techniques, designs and other
tangible or intangible technical material or information) made available to you
by the Company in providing the Service; "Service(s)" means the specific edition
of the Company's online invoicing, billing and payment processing services identified
during the ordering process, developed, operated, and maintained by the Company,
accessible via http://www.epaywizard.net or another designated web site or IP address,
or ancillary online or offline products and services provided to you by the Company,
to which you are being granted access under this Agreement, including the Company
Technology and the Content; "User(s)" means your employees, representatives, consultants,
contractors or agents who are authorized to use the Service and have been supplied
user identifications and passwords by you (or by the Company at your request).
Questions or Additional Information:
If you have questions regarding this Agreement or wish to obtain additional information,
please send an e-mail to info@epaywizard.net
|
|
 
|
User Type
|
|
Customer Features
|
|
Dedicated Customer Interface
|
|
Customize Doc Templating
|
|
Email Delivery System
|
|
Integrated Messaging
|
|
Auto Customer Pay Deposits
|
|
Payment Scheduling
|
|
Security
|
|
Encrypted, Offsite Backup
|
|
128-Bit SSL Encryption
|
|
Manage Users
|
|
Support
|
|
Email
|
|
Chat
|
|
Phone
|
|
Knowledge Base
|
|
|
Administrative Features
|
|
Admin Workflow Panel
|
|
Auto Customer Pay Deposits
|
|
Batch Payment Processing
|
|
Collection Services
|
|
Custom Reporting
|
|
Custom Pay Rule Permissions
|
|
Customize Analytics
|
|
Desktop Notifications
|
|
Drag and Drop file storage
|
|
Performance Metrics
|
|
Reminder Calendar
|
|
Status Summary Reports
|
|
Transaction Reporting
|
|
User Summary Reports
|
|
|
NUMERASAVE LLC
Master Subscription and License Agreement BY CLICKING
THE "I ACCEPT" BUTTON DISPLAYED AS PART OF THE ORDERING PROCESS, YOU AGREE TO THE
FOLLOWING TERMS AND CONDITIONS (THE "AGREEMENT") GOVERNING YOUR USE OF NumeraSave LLC'S ONLINE
SERVICE,INCLUDING ANY OFFLINE COMPONENTS (COLLECTIVELY, THE "SERVICE"). IF YOU ARE
ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT
AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS AND CONDITIONS,
IN WHICH CASE THE TERMS "YOU" OR "YOUR" SHALL REFER TO SUCH ENTITY. IF YOU DO NOT
HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU
MUST SELECT THE "I DECLINE" BUTTON AND MAY NOT USE THE SERVICE.
Welcome
As part of the Service,
NumeraSave, LLC, a [Florida] limited liability company (the “Company”),
will provide you with use of the Service, including a browser interface and online
billing, invoicing and payment processing services for your customers’ convenience
(each a “Customer”). Your registration for, or use of, the Service shall be deemed
to be your agreement to abide by this Agreement including any materials available
on the Company website incorporated by reference herein, including but not limited
to Company’s privacy and security policies and general terms and conditions for
use of the Company’s website and Services. For reference, a Definitions section
is included at the end of this Agreement.
The Service is offered in the following subscription service levels:
[TBP]
1. Privacy & Security
The Company's privacy and security policies may be viewed at http://[LINK TBP].
The Company reserves the right to modify its privacy and security policies in its
reasonable discretion from time to time.
2. License Grant & Restrictions
The Company hereby grants you a non-exclusive, non-transferable, worldwide right
to use the Service, solely for your own business purposes with your Customers, subject
to the terms and conditions of this Agreement. All rights not expressly granted
to you are reserved by the Company and its licensors.
You shall not (i) license, sublicense, sell, resell, transfer, assign, distribute
or otherwise commercially exploit or make available to any third party the Service
or the Content in any way; (ii) modify or make derivative works based upon the Service
or the Content; (iii) "frame" or "mirror" any Content on any other server or wireless
or Internet-based device; or (iv) reverse engineer or access the Service in order
to (a) build a competitive product or service, (b) build a product using similar
ideas, features, functions or graphics of the Service, or (c) copy any ideas, features,
functions or graphics of the Service. User licenses cannot be shared or used by
more than one individual User but may be reassigned from time to time to new Users
who are replacing former Users who have terminated employment or otherwise changed
job status or function and no longer use the Service.
You may use the Service only for your internal business purposes (which includes
you sending invoices to your business clients and Customers and processing payments
from such Customers) and shall not: (i) send spam or otherwise duplicative or unsolicited
messages in violation of applicable laws; (ii) send or store infringing, obscene,
threatening, libelous, or otherwise unlawful or tortious material, including material
harmful to children or violative of third party privacy rights; (iii) send or store
material containing software viruses, worms, Trojan horses or other harmful computer
code, files, scripts, agents or programs; (iv) interfere with or disrupt the integrity
or performance of the Service or the data contained therein; or (v) attempt to gain
unauthorized access to the Service or its related systems or networks.
3. Your Responsibilities
You are responsible for all activity occurring under your User and Customer accounts
and shall abide by all applicable local, state, national and foreign laws, treaties
and regulations in connection with your use of the Service, including those related
to data privacy, international communications and the transmission of technical
or personal data. You shall: (i) notify the Company immediately of any unauthorized
use of any password or account or any other known or suspected breach of security;
(ii) report to the Company immediately and use reasonable efforts to stop immediately
any copying or distribution of Content that is known or suspected by you or your
Users; and (iii) not impersonate another user or Customer, or provide false identity
information to gain access to or use the Service. Each of your user’s will be required
to accept these terms and conditions of this Agreement. Each of your Customers will
be required to accept the Company’s general Terms and Conditions
[INCLUDE LINK] in connection with their use of the Service and consent to the Company
having access to their Customer Data and other personal information necessary for
the Company to provide the Service.
4. Account Information and Data
The Company does not own any data, information or material that you submit to the
Service in the course of using the Service ("Customer Data"). You, not the Company,
shall have sole responsibility for the accuracy, quality, integrity, legality, reliability,
appropriateness, and intellectual property ownership or right to use of all Customer
Data, and the Company shall not be responsible or liable for the deletion, correction,
destruction, damage, loss or failure to store any Customer Data. The Company reserves
the right to withhold, remove and/or discard Customer Data without notice for any
breach, including, without limitation, your non-payment. Upon termination for cause,
your right to access or use Customer Data immediately ceases, and the Company shall
have no obligation to maintain or forward any Customer Data.
5. Intellectual Property Ownership
The Company alone (and its licensors, where applicable) shall own all right, title
and interest, including all related Intellectual Property Rights, in and to the
Company Technology, the Content and the Service and any suggestions, ideas, enhancement
requests, feedback, recommendations or other information provided by you or any
other party relating to the Service. This Agreement is not a sale and does not convey
to you any rights of ownership in or related to the Service, the COMPANY Technology
or the Intellectual Property Rights owned by the Company. The Company name, the
Company logo, and the product names associated with the Service are trademarks of
the Company or third parties, and no right or license is granted to use them.
6. Charges and Payment of Fees
You shall pay all fees or charges to your account at the time a fee or charge is
due and payable in accordance with the following fees, charges, and billing terms;
a) a one-time Setup & Configuration Fee of $
b) monthly usage fees calculated at
1. %
of the payments collected on any account loaded to The Company's database and serviced
as an active account with an assigned date age more than days.
Calculated and payable monthly
2. %
of the payments collected on any account loaded to The Company's database and serviced
as an active account with an assigned date age more than days.
Calculated and payable monthly
3. %
of the payments collected on any account loaded to The Company's database and serviced
as an active account with an assigned date age more than
days. Calculated and payable monthly
You are responsible for paying for all licenses ordered for the entire License Term,
whether or not such licenses are actively used. You must provide the Company with
valid credit card, direct debit account or approved purchase order information as
a condition to signing up for the Service. An authorized License Administrator may
add licenses by executing an additional written Order Form or using the Online Order
Center. Added licenses will be subject to the following: (i) added licenses will
be coterminous with the preexisting License Term (either Initial Term or renewal
term); (ii) the license fee for the added licenses will be the then current, generally
applicable license fee; and (iii) licenses added in the middle of a billing month
will be charged in full for that billing month. The Company reserves the right to
modify its fees and charges and to introduce new charges at any time, upon at least
30 days prior notice to you, which notice may be provided by e-mail. All pricing
terms are confidential, and you agree not to disclose them to any third party.
7. Excess Data Storage Fees
The maximum disk storage space provided to you at no additional charge is as dictated
by the level of service that you subscribed to. If the amount of disk storage required
exceeds these limits, you will be charged the then-current storage fees. The Company
will use reasonable efforts to notify you when the average storage used per license
reaches approximately 90% of the maximum; however, any failure by the Company to
so notify you shall not affect your responsibility for such additional storage charges.
The Company reserves the right to establish or modify its general practices and
limits relating to storage of Customer Data.
8. Billing and Renewal
The Company charges and collects in advance for use of the Service. The Company
will automatically renew and bill your credit card, directly debit your bank account,
or issue an invoice to you (a) every month for monthly licenses, (b) every quarter
for quarterly licenses, (c) each year on the subsequent anniversary for annual licenses,
or (d) as otherwise mutually agreed upon. The renewal charge will be equal to subscription
level that you are currently subscribed. Fees for other services will be charged
on an as-quoted basis. The Company’s fees are exclusive of all taxes, levies, or
duties imposed by taxing authorities, and you shall be responsible for payment of
all such taxes, levies, or duties, excluding only United States (federal or state)
taxes based solely on the Company’s income.
You agree to provide the Company with complete and accurate billing and contact
information. This information includes your legal company name, street address,
e-mail address, and name and telephone number of an authorized billing contact and
License Administrator. You agree to update this information within 30 days of any
change to it. If the contact information you have provided is false or fraudulent,
the Company reserves the right to terminate your access to the Service in addition
to any other legal remedies. If you believe your bill is incorrect, you must contact
us in writing within 60 days of the invoice date of the invoice containing the amount
in question to be eligible to receive an adjustment or credit.
9. Non-Payment and Suspension
In addition to any other rights granted to COMPANY herein, the Company reserves
the right to suspend or terminate this Agreement and your access as well as your
Customers’ access to the Service (and Customer Data) if your account becomes delinquent
(falls into arrears). Delinquent invoices (accounts in arrears) are subject to interest
of 1.0% per month on any outstanding balance, or the maximum permitted by law, whichever
is less, plus all expenses of collection. You will continue to be charged for User
licenses during any period of suspension. If you or the Company initiates termination
of this Agreement, you will be obligated to pay the balance due on your account
computed in accordance with the Charges and Payment of Fees section above. You agree
that the Company may charge such unpaid fees to your credit card or otherwise bill
you for such unpaid fees.
The Company reserves the right to impose a reconnection fee in the event you are
suspended and thereafter request access to the Service. You agree and acknowledge
that the Company has no obligation to retain Customer Data and that such Customer
Data may be irretrievably deleted if your account is 30 days or more delinquent.
10. Termination upon Expiration
This Agreement commences on the Effective Date. Except where you elect for a specific
term as you sign up and the Company agrees to such term, the term is indefinite
and may be terminated at any time in the Company’s sole discretion. For where you
elect a specific term during the online subscription process or as otherwise mutually
agreed upon, the Initial Term commences on the date you agree to pay for the Service
by completing the online subscription form or otherwise. Upon the expiration of
the Initial Term, this Agreement will automatically renew for successive renewal
terms equal in duration to the Initial Term (or one year, if the Initial Term is
greater than one year) at the Company’s then current fees. Either party may terminate
this Agreement or reduce the level of service, effective only upon the expiration
of the then current License Term, by notifying the other party in writing at least
five (5) business days prior to the date of the invoice for the following term.
You agree and acknowledge that the Company has no obligation to retain the Customer
Data, and may delete such Customer Data, more than 30 days after termination.
11.Termination for Cause
Any breach of your payment obligations to the Company or unauthorized use of the
Company Technology or Service will be deemed a material breach of this Agreement.
The Company, in its sole discretion, may terminate your password, account or use
of the Service if you breach or otherwise fail to comply with this Agreement. You
agree and acknowledge that the Company has no obligation to retain the Customer
Data, and may delete such Customer Data, if you have materially breached this Agreement,
including but not limited to failure to pay outstanding fees, and such breach has
not been cured within 30 days of notice of such breach.
12. Representations & Warranties
Each party represents and warrants that it has the legal power and authority to
enter into this Agreement. The Company represents and warrants that it will provide
the Service in a manner consistent with general industry standards reasonably applicable
to the provision thereof and that the Service will perform under normal use and
circumstances. You represent and warrant that you have not falsely identified yourself
nor provided any false information to gain access to the Service or Customer Data
and that your billing information is correct. You represent and warrant that each
of your Customers has consented (or will consent prior to your use a Customer’s
Data) to your use of this Service, their access and use of the Service, and our
access and use of Customer Data.
13. Indemnification
You shall indemnify and hold the Company, its licensors and each such party's parent
organizations, subsidiaries, affiliates, officers, directors, employees, attorneys
and agents harmless from and against any and all claims, costs, damages, losses,
liabilities and expenses (including attorneys' fees and costs) arising out of or
in connection with: (i) a claim alleging that use of the Customer Data infringes
the rights of, or has caused harm to, a third party or a Customer; (ii) a claim,
which if true, would constitute a violation by you of your representations and warranties;
or (iii) a claim arising from the breach by you or your Users of this Agreement,
provided in any such case that the Company (a) gives written notice of the claim
promptly to you; (b) gives you sole control of the defense and settlement of the
claim (provided that you may not settle or defend any claim unless you unconditionally
release the Company of all liability and such settlement does not affect the Company’s
business or Service); (c) provides to you all available information and assistance;
and (d) has not compromised or settled such claim.
14. Disclaimer of Warranties
THE COMPANY AND ITS LICENSORS MAKE NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO
THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY
OR COMPLETENESS OF THE SERVICE OR ANY CONTENT. COMPANY AND ITS LICENSORS DO NOT
REPRESENT OR WARRANT THAT (A) THE USE OF THE SERVICE WILL BE SECURE, TIMELY, UNINTERRUPTED
OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM
OR DATA, (B) THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (C) ANY STORED
DATA WILL BE ACCURATE OR RELIABLE, (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION,
OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR
REQUIREMENTS OR EXPECTATIONS, (E) ERRORS OR DEFECTS WILL BE CORRECTED, OR (F) THE
SERVICE OR THE SERVER(S) THAT MAKE THE SERVICE AVAILABLE ARE FREE OF VIRUSES OR
OTHER HARMFUL COMPONENTS. THE SERVICE AND ALL CONTENT IS PROVIDED TO YOU STRICTLY
ON AN "AS IS" BASIS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS,
IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY
OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD
PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE
LAW BY COMPANY AND ITS LICENSORS.
15. Internet Delays
THE COMPANY'S SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS
INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. THE COMPANY IS
NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM
SUCH PROBLEMS.
16. Limitation of Liability
IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY EXCEED THE AMOUNTS ACTUALLY
PAID BY AND/OR DUE FROM YOU IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING
THE EVENT GIVING RISE TO SUCH CLAIM. IN NO EVENT SHALL EITHER PARTY AND/OR ITS LICENSORS
BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL,
CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE,
PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED
WITH THIS SERVICE, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE
SERVICE, OR FOR ANY CONTENT OBTAINED FROM OR THROUGH THE SERVICE, ANY INTERRUPTION,
INACCURACY, ERROR OR OMISSION, REGARDLESS OF CAUSE IN THE CONTENT, EVEN IF THE PARTY
FROM WHICH DAMAGES ARE BEING SOUGHT OR SUCH PARTY'S LICENSORS HAVE BEEN PREVIOUSLY
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
17. Local Laws and Export Control
This site provides services and uses software and technology that may be subject
to United States export controls administered by the U.S. Department of Commerce,
the United States Department of Treasury Office of Foreign Assets Control, and other
U.S. agencies. The user of this site ("User") acknowledges and agrees that the site
shall not be used, and none of the underlying information, software, or technology
may be transferred or otherwise exported or re-exported to countries as to which
the United States maintains an embargo (collectively, "Embargoed Countries"), or
to or by a national or resident thereof, or any person or entity on the U.S. Department
of Treasury's List of Specially Designated Nationals or the U.S. Department of Commerce's
Table of Denial Orders (collectively, "Designated Nationals"). The lists of Embargoed
Countries and Designated Nationals are subject to change without notice. By using
the Service, you represent and warrant that you are not located in, under the control
of, or a national or resident of an Embargoed Country or Designated National. You
agree to comply strictly with all U.S. export laws and assume sole responsibility
for obtaining licenses to export or re-export as may be required.
You agree that you will comply with all applicable laws in connection with your
use of the Service and will obtain the consent of all of your Customers who wish
to use the Service and use of Customer Data.
18. Notice
The Company may give notice by means of a general notice on the Service, electronic
mail to your e-mail address on record in the Company’s account information, or by
written communication sent by first class mail or pre-paid post to your address
on record in the Company’s account information. Such notice shall be deemed to have
been given upon the expiration of 48 hours after mailing or posting (if sent by
first class mail or pre-paid post) or 12 hours after sending (if sent by email).
You may give notice to the Company (such notice shall be deemed given when received
by the Company) at any time by any of the following: letter delivered by nationally
recognized overnight delivery service or first class postage prepaid mail to the
Company at the following addresses (whichever is appropriate): NumeraSave, LLC,
[INSERT ADDRESS], addressed to the attention of: __________.
19. Modification to Terms
The Company reserves the right to modify the terms and conditions of this Agreement
or its policies relating to the Service at any time, effective upon posting of an
updated version of this Agreement on the Service. You are responsible for regularly
reviewing this Agreement. Continued use of the Service after any such changes shall
constitute your consent to such changes.
20. Assignment; Change in Control
This Agreement may not be assigned by you without the prior written approval of
the Company but may be assigned without your consent by the Company to (i) a parent
or subsidiary, (ii) an acquirer of assets, or (iii) a successor by merger. Any purported
assignment in violation of this section shall be void. Any actual or proposed change
in control of you that results or would result in a direct competitor of the Company
directly or indirectly owning or controlling 50% or more of you shall entitle the
Company to terminate this Agreement for cause immediately upon written notice.
21. General
This Agreement shall be governed by Florida law and controlling United States federal
law, without regard to the choice or conflicts of law provisions of any jurisdiction,
and any disputes, actions, claims or causes of action arising out of or in connection
with this Agreement or the Service shall be subject to the exclusive jurisdiction
of the state and federal courts located in ____________ County, Florida. Except
as expressly agreed to in writing by the Company and you, no text or information
set forth on any other purchase order, preprinted form or document (other than an
Order Form, if applicable) shall add to or vary the terms and conditions of this
Agreement. If any provision of this Agreement is held by a court of competent jurisdiction
to be invalid or unenforceable, then such provision(s) shall be construed, as nearly
as possible, to reflect the intentions of the invalid or unenforceable provision(s),
with all other provisions remaining in full force and effect. No joint venture,
partnership, employment, or agency relationship exists between you and the Company
as a result of this agreement or use of the Service. The failure of the Company
to enforce any right or provision in this Agreement shall not constitute a waiver
of such right or provision unless acknowledged and agreed to by the Company in writing.
This Agreement, together with any applicable Order Form, comprises the entire agreement
between you and the Company and supersedes all prior or contemporaneous negotiations,
discussions or agreements, whether written or oral, between the parties regarding
the subject matter contained herein.
24. Definitions
As used in this Agreement and in any Order Forms now or hereafter associated herewith:
"Agreement" means these online terms of use, any Order Forms, whether written or
submitted online via the Online Order Center, and any materials available on the
Company website specifically incorporated by reference herein, as such materials,
including the terms of this Agreement, may be updated by the Company from time to
time in its sole discretion; "Content" means the audio and visual information, documents,
software, products and services contained or made available to you in the course
of using the Service; “Customer” means your customer who you wish to provide access
to their online invoice, bill and payment processing services for services provided
by you to the Customer; "Customer Data" means any data, information or material
provided or submitted by you to the Service relating to a Customer in the course
of using the Service; "Effective Date" means the earlier of either the date this
Agreement is accepted by selecting the "I Accept" option presented on the screen
after this Agreement is displayed or the date you begin using the Service; "Initial
Term" means the initial period during which you are obligated to pay for the Service
equal to the billing frequency selected by you during the subscription process (e.g.,
if the billing frequency is quarterly, the Initial Term is the first quarter); "Intellectual
Property Rights" means unpatented inventions, patent applications, patents, design
rights, copyrights, trademarks, service marks, trade names, domain name rights,
mask work rights, know-how and other trade secret rights, and all other intellectual
property rights, derivatives thereof, and forms of protection of a similar nature
anywhere in the world; "License Administrator(s)" means those Users designated by
you who are authorized to purchase licenses online using the Online Order Center
or by executing written Order Forms and to create User accounts and otherwise administer
your use of the Service; "License Term(s)" means the period(s) during which a specified
number of Users are licensed to use the Service pursuant to the Order Form(s); "Order
Form(s)" means the form evidencing the initial subscription for the Service and
any subsequent order forms submitted online or in written form, specifying, among
other things, the number of licenses and other services contracted for, the applicable
fees, the billing period, and other charges as agreed to between the parties, each
such Order Form to be incorporated into and to become a part of this Agreement (in
the event of any conflict between the terms of this Agreement and the terms of any
such Order Form, the terms of this Agreement shall prevail); "Online Order Center"
means COMPANY’s online application that allows the License Administrator designated
by you to, among other things, add additional Users to the Service; "Company" means
NumeraSave,
LLC, a Florida limited liability company, having a principal place of business at
257 Barefoot Beach Blvd. Bonita Springs, Fl 34134; "Company Technology" means all
of the Company's proprietary technology (including software, hardware, products,
processes, algorithms, user interfaces, know-how, techniques, designs and other
tangible or intangible technical material or information) made available to you
by the Company in providing the Service; "Service(s)" means the specific edition
of the Company's online invoicing, billing and payment processing services identified
during the ordering process, developed, operated, and maintained by the Company,
accessible via http://www.epaywizard.net or another designated web site or IP address,
or ancillary online or offline products and services provided to you by the Company,
to which you are being granted access under this Agreement, including the Company
Technology and the Content; "User(s)" means your employees, representatives, consultants,
contractors or agents who are authorized to use the Service and have been supplied
user identifications and passwords by you (or by the Company at your request).
Questions or Additional Information:
If you have questions regarding this Agreement or wish to obtain additional information,
please send an e-mail to info@epaywizard.net
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