Invoice
Terms and Conditions of Use
Last Updated: May 31st, 2013
Minerva Systems Corporation, operating as UPA Invoice ("UPA", "we", "us" and terms of similar meaning) provides this web site (in these terms we call this site and any successor websites, and any software provided by UPA for use with the site, the "Site") to you subject to these terms and conditions of use (these "Terms"). Please read these Terms carefully before using the Site. By accessing or using the Site or by merely browsing the Site you agree to be legally bound by these Terms and all terms, policies and guidelines incorporated by reference in these Terms. If you do not agree with these Terms in their entirety, you may not use the Site.
This Site is not intended to be used by children. You must be at least of the age of majority to use this Site.
In these Terms, our customers and their staff members to whom they give "staff" access to their UPA account are called "Subscribers", and our customers' customers who use the Site (for example, to view or pay Subscribers' invoices) are called "Customers". In these Terms users of the Site, whether they are Subscribers, Customers, people who post comments on the Site's blogs or Community Features forums, or casual browsers of the Site, are called "Users".
UPA reserves the right to change or modify any of the terms and conditions contained in these Terms, or any policy or guideline of the Site, at any time and in its sole discretion. If we do so, we will notify you at the email address you provide in your registration information, if any. If you do not agree with the changes, you can cancel your account with us without further obligation, except for the amount due for the balance of the billing period in which you cancel your account (if your billing period is monthly, we will prorate your account to the nearest month-end after cancellation). Unless otherwise specified, any changes or modifications will be effective immediately upon posting of the revisions on the Site, and your continued use of the Site after such time will constitute your acceptance of such changes or modifications. You should from time to time review the Terms and any policies and documents incorporated in them to understand the terms and conditions that apply to your use of the Site. The Terms will always show the 'last updated' date at the top. If you do not agree to any amended Terms, you must stop using the Site. If you have any questions about the Terms, please email us at info@upainvoice.com.
The services we provide through the Site are for your own use only. You may not resell, lease or provide them in any other way to anyone else.
A. Privacy Policy
Please refer to UPA'Ss privacy policy, available at (the "Privacy Policy") for information on how UPA collects, uses and discloses personally identifiable information from its users. By using the Site you agree to our use, collection and disclosure of personally identifiable information in accordance with the Privacy Policy.
B. Registration Data; Account Security
If you register for an account on the Site, you agree to (a) provide accurate, current and complete information as may be prompted by any registration forms on the Site ("Registration Data"); (b) maintain the security of your password; (c) maintain and promptly update the Registration Data, and any other information you provide to UPA, and to keep it accurate, current and complete; and (d) accept all risks of unauthorized access to the Registration Data and any other information you provide to UPA. You are responsible for all activity on your UPA account, and for all charges incurred by your UPA account.
C. Fees; Charges; Taxes
Fees and any other charges for the use of the Site are described on the Site. They may change from time to time. If we change them, we will give you at least 30 days' notice. If they do change, your continued use of the Site after the change indicates your agreement with the new fees and charges after the effective date of the change. Any change to fees and other charges will not be applicable to the billing period in which the change occurs.
You are responsible for all taxes applicable to the fees in any applicable jurisdiction.
D. Ownership, Copyright and Trademarks
In these Terms the content on the Site, including all information, data, logos, marks, designs, graphics, pictures, sound files, other files, and their selection and arrangement, is called "Content". Content provided by Users, whether they are Subscribers, Customers or other Users, is called "User Content". For example, data about its Customers, products and services sold by the Subscriber to its Customers and amounts owing by its Customers that a Subscriber provides to the Site is User Content of that Subscriber, data about its payments that a Customer provides to the Site is User Content of that Customer, and Content that a User enters into the UPA Community Features are User Content of the User.
User Content is that User's property. UPA'S only right to that User Content is the limited licenses to it granted in these Terms. Those licenses are described in Section E and Section P of these Terms.
Other than the User Content, the Site, all Content and all software available on the Site or used to create and operate the Site is the property of UPA or its licensors, and is protected by Canadian and international copyright laws, and all rights to the Site, such Content and such software are expressly reserved. All trademarks, registered trademarks, product names and company names or logos mentioned in the Site are the property of their respective owners. Reference to any products, services, processes or other information, by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation thereof by UPA.
Your User Content is your responsibility. We have no responsibility or liability for it, or for any loss or damage your User Content may cause to other people. Although we have no obligation to do so, we have the absolute discretion to remove, screen or edit without notice any User Content posted or stored on the Site, and we may do this at any time and for any reason. You are solely responsible for maintaining copies of and replacing any User Content you post or store on the Site.
You assume sole responsibility for and shall ensure that any information, data, documents or materials entered into or created on the system shall be accurate, reliable and complete. UPA accepts no responsibility for the accuracy of any information, data, documents or materials entered into or created using the system except as otherwise set out herein. The input, posting or uploading of any information and the storage of any information, data, documents or materials on the system by us does not constitute our endorsement nor warranty as to the accuracy, timeliness, materiality, completeness or reliability of such information or materials.
E. Your Limited License of Your User Content to UPA
We do not claim any ownership interest in your User Content, but we do need the right to use your User Content to the extent necessary to operate the Site, and provide the services provided by the Site, now and in the future. For example, if you leave comments on the UPA Community Features, such as blogs or forums, we need your license to display that User Content on the Site, and we need the right to sublicense that User Content to our other Users so that they can view that User Content. If you are a Subscriber and enter sales data in relation to a Customer, we need your license to that User Content to use it in the operation of the Site, and we need the right to sublicense that User Content to your Customers for that purpose.
Therefore, by posting or distributing User Content to or through the Site, you (a) grant UPA and its affiliates and subsidiaries a non-exclusive, royalty-free, transferable right to use, display, perform, reproduce, distribute, publish, modify, adapt, translate, and create derivative works from such User Content on the Site, in the manner in and for the purposes for which the Site from time to time uses such User Content; (b) represent and warrant that (i) you own and control all of the rights to the User Content that you post or otherwise distribute, or you otherwise have the lawful right to post and distribute that User Content, to or through the Site; and (ii) the use and posting or other transmission of such User Content does not violate these Terms and will not violate any rights of or cause injury to any person or entity.
If your User Content is intended for the use of other Users, you also grant us and our affiliates and subsidiaries a non-exclusive, royalty-free, transferable right to sublicense such User Content to such Users for their use in connection with their use of the Site, as described in Section E of these Terms.
These licenses from you are non-exclusive because you have the right to use your User Content elsewhere. They are royalty-free because we are not required to pay you for the use of your User Content on the Site. And they are transferable because we need the right to transfer these licenses to any successor operator of the Site. Our rights to "modify, adapt, translate, and create derivative works from" are necessary because the normal operation of the Site does this to your User Content when it processes it for use in the Site.
F. Our Limited License of Content to You
UPA grants you a limited, revocable, non-exclusive, non-sublicensable license to access the Site and to view, copy and print the portions of the Content available to you on the Site. Such license is subject to these Terms, and specifically conditioned upon the following: (i) you may only view, copy and print such portions of the Content for your own use; (ii) you may not modify or otherwise make derivative works of the Site or the Content, or reproduce, distribute or display the Site or any Content (except for page caching) except as expressly permitted in these Terms; (iii) you may not remove or modify any copyright, trademark, or other proprietary notices that have been placed in the Content; (iv) you may not use any data mining, robots or similar data gathering or extraction methods; and (v) you may not use the Site or the Content other than for its intended purpose.
Except as expressly permitted above, any use of any portion of the Content without the prior written permission of its owner is strictly prohibited and will terminate the license granted in this Section, this Agreement and your account with us. Any such unauthorized use may also violate applicable laws, including without limitation copyright and trademark laws. Unless explicitly stated herein, nothing in these Terms may be construed as conferring any license to intellectual property rights, whether by estoppel, implication or otherwise. The license in this Section is revocable by UPA at any time.
You represent and warrant that your use of the Site and the Content will be consistent with this license and will not infringe or violate the rights of any other party or breach any contract or legal duty to any other parties, or violate any applicable law.
To request permission for uses of Content not included in this license, you may contact UPA at the address set out at the bottom of these Terms.
G. Use of Community Features and the Site
The Site may contain discussion forums, bulletin boards, review services or other forums in which you or third parties may post reviews or other content, messages, materials or other items on the Site ("Community Features"). If UPA provides such Community Features, you are solely responsible for your use of such Community Features and use them at your own risk. User Content submitted to any public area of the Site will be considered non-confidential. By using any Community Features, you expressly agree not to post, upload to, transmit, distribute, store, create or otherwise publish through the Site any of the following:
- Any message, data, information, text, music, sound, photos, graphics, code or other material that is unlawful, libelous, defamatory, obscene, pornographic, indecent, lewd, suggestive, harassing, threatening, invasive of privacy or publicity rights, abusive, inflammatory, fraudulent or otherwise objectionable;
- Content that would constitute, encourage or provide instructions for a criminal offense, violate the rights of any party, or that would otherwise create liability or violate any local, state, national or international law;
- Content that may infringe any patent, trademark, trade secret, copyright or other intellectual or proprietary right of any party;
- Content that impersonates any person or entity or otherwise misrepresents your affiliation with a person or entity;
- Unsolicited promotions, political campaigning, advertising or solicitations;
- Private information of any third party, including, without limitation, addresses, phone numbers, email addresses and credit card numbers, unless that third party has expressly consented to such use;
- Viruses, corrupted data or other harmful, disruptive or destructive files;
- Content that is unrelated to the topic of the Interactive Area(s) in which such Content is posted; or
- Content that, in the sole judgment of UPA, is objectionable or which restricts or inhibits any other person from using or enjoying the Community Features or the Site, or which may expose UPA or its affiliates or its users to any harm or liability of any type.
Finally, UPA has a "zero-tolerance" policy towards SPAM: you may not use the Community Features or the Site generally to send commercial or other messages to any third-party if those messages are not solicited, authorized or welcomed by the third-party, and in your use of the Site you must comply with all applicable laws, including laws that apply in any jurisdiction to SPAM and marketing practices, and with any applicable marketing association guidelines on ethical marketing practices.
Any use of the Community Features or other portions of the Site in violation of the foregoing violates these Terms and may result in, among other things, termination or suspension of your rights to use the Community Features and/or the Site.
H. Credit Card Information
UPA does not store credit card information unless the Subscriber inputs credit card data into the auto-billing feature within UPA's recurring or pre-authorized payment convenience feature. To safeguard credit card information, UPA encrypts all stored credit card numbers, uses restrictive firewalls to protect stored data and uses encryption technology to transfer data between you and the Site.
However, no system is perfectly secure or reliable, the internet is an inherently insecure medium, and the reliability of hosting services, internet intermediaries, your internet service provider, and other service providers cannot be assured. When you use UPA, you accept these risks, and the responsibility for choosing to use a technology that does not provide perfect security or reliability. In particular, Subscribers who enable auto-billing or pre-authorized features and choose to store the credit card information of their Customers accept these risks to the security of that credit card information. When storing credit card information using the UPA recurring or pre-authorized features Subscribers acknowledge that they are aware of, and accept as satisfactory, UPA's credit card protection procedures. Ultimately, credit card data is provided by Subscribers and their Customers, and they are responsible for its protection.
I. Links to Other Sites
The Site may contain links to third-party Web sites, such as VersaPay, Stripe, Chase and Beanstream, ("Third-Party Sites") and third-party content ("Third-Party Content") as a service to those interested in this information. Third-Party Sites include payment processors and other payment intermediaries that you may use in connection with your use of the Site. You use links to Third-Party Sites, and any Third-Party Content or service provided there at your own risk. UPA does not monitor or have any control over, and makes no claim or representation regarding, Third-Party Content or Third-Party Sites. UPA provides these links only as a convenience, and a link to a Third-Party Site or Third-Party Content does not imply UPA'S endorsement, adoption or sponsorship of, or affiliation with, such Third-Party Site or Third-Party Content. UPA accepts no responsibility for reviewing changes or updates to, or the quality, content, policies, nature or reliability of, Third-Party Content, Third-Party Sites, or Web sites linking to the Site. When you leave the Site, our terms and policies no longer govern. You should review applicable terms and policies, including privacy and data gathering practices, of any Third-Party Site, and should make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third party.
J. Advertisements and Promotions
UPA may run advertisements and promotions from third parties on the Site. Your business dealings or correspondence with, or participation in promotions of, advertisers other than UPA, and any terms, conditions, warranties or representations associated with such dealings, are solely between you and such third party. UPA is not responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of third-party advertisers on the Site.
K. Warranty Disclaimer
The Site, the Content and the services provided by the Site are provided to you on an "as is" basis without warranties from UPA of any kind, either express or implied. UPA expressly disclaims all other warranties, express or implied, including without limitation implied warranties of merchantability, fitness for a particular purpose, title and non-infringement. UPA does not represent or warrant that Content is accurate, complete, reliable, current or error-free, and expressly disclaims any warranty or representation as to the accuracy or proprietary character of the Site, the Content or any portion thereof.
While UPA attempts to make your access to and use of the Site safe, UPA does not represent or warrant that the Site or any Content are free of viruses or other harmful components.
L. Limitation of Liability; Indemnity
You waive and shall not assert any claims or allegations of any nature whatsoever against UPA, its affiliates or subsidiaries, their sponsors, contractors, advertisers, vendors or other partners, any of their successors or assigns, or any of their respective officers, directors, agents or employees (collectively, the "Released Parties") arising out of or in any way relating to your use of the Site or the Content, including, without limitation, any claims or allegations relating to the alleged infringement of proprietary rights, alleged inaccuracy of Content, or allegations that any Released Party has or should indemnify, defend or hold harmless you or any third party from any claim or allegation arising from your use or other exploitation of the Site. You use the Site at your own risk.
You agree that you are solely responsible for ensuring compliance with sales tax legislation, credit card brand rules, including regulations related to convenience fees charged to customers for paying you by credit card, and any other laws or regulations. UPA does not warranty that its software features, such as sales tax calculators and convenience fee settings are in compliance with your local regulations.
Without limitation of the foregoing, neither UPA nor any other Released Party shall be liable for any direct, special, indirect or consequential damages, or any other damages of any kind, including but not limited to loss of use, loss of profits or loss of data, whether in an action in contract, tort (including but not limited to negligence) or otherwise, arising out of or in any way connected with the use of the Site or the Content, including without limitation any damages caused by or resulting from your reliance on the Site or other information obtained from UPA or any other Released Party or accessible via the Site, or that result from mistakes, errors, omissions, interruptions, deletion of files or email, defects, viruses, delays in operation or transmission or any failure of performance, whether or not resulting from acts of god, communications failure, theft, destruction or unauthorized access to UPA or any other Released Party's records, programs or Services.
In no event shall the aggregate liability of UPA, whether in contract, warranty, tort (including negligence, whether active, passive or imputed), product liability, strict liability or other theory, arising out of or relating to the use of the Site exceed any compensation paid by you for access to or use of the Site during the month prior to the date of any claim.
You shall defend, indemnify and hold harmless UPA and the other Released Parties from any loss, damages, liabilities, costs, expenses, claims and proceedings arising out of your use of the Site, and if you are a Subscriber, from your Customers' use of the Site and from the use of the Site by any person to whom you give access to your account (including as staff), including any claims made by any person that any of your, and if you are a Subscriber, your Customers', User Content infringes the rights, including the intellectual property rights, of any third party.
M. Communications
Notices that we give you (other than notice of amendment of these Terms, which is discussed in the introduction of these Terms) may be provided in any of the following ways. First, we may email you at the contact information you provide in your Registration Data. Second, we may post a notice to Subscribers and Customers in the dashboard area of your account on the Site. Third, we may post the notice elsewhere on the Site. When we post notices on the Site, we post them in the area of the Site suitable to the notice. It is your responsibility to periodically review the Site for notices.
Subject to the Privacy Policy, if you send to UPA or post on the Site in any public area any information, ideas, inventions, concepts, techniques or know-how ("User Submissions"), for any purpose, including the developing, manufacturing and/or marketing or products or services incorporating such information, you acknowledge that UPA can use the User Submissions without acknowledgement or compensation to you, and you waive any claim of ownership or compensation or other rights you may have in relation to the User Submissions. We actively review User Submissions for new ideas. If you wish to preserve any interest you might have in your User Submissions, you should not post them to the Site or send them to us.
N. Communications and Marketing to Your Transaction Partners
Subject to the Privacy Policy, UPA may contact your transaction partners, including your customers and suppliers, using their contact information you provided on the site. This may include contacting your transaction partners using email address and telephone numbers. UPA's primary objective in contacting your transaction partners is to ensure that they are able to understand how to use the site and to ensure that they have a good user experience. During the communications process, UPA may also encourage your transaction partners to sign up and use UPA for their own invoicing and payments.
O. Applicable Law and Venue
This Agreement shall in all respects be governed by and interpreted, construed and enforced in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein as applied to agreements entered into and to be performed entirely within Ontario, without regard to its choice of law or conflicts of law principles that would require application of law of a different jurisdiction. This agreement and any actions whatsoever taken by you in connection herewith and with any software, tool, application or functionality, will be deemed to have been performed in Ontario, Canada. The parties hereto irrevocably submit and attorn to the exclusive jurisdiction and venue of the courts of the Province of Ontario, Canada.
P. Termination/Modification of License and Site Offerings
Notwithstanding any provision of these Terms, UPA reserves the right, without notice and in its sole discretion, without any notice or liability to you, to (a) terminate your license to use the Site, or any portion thereof; (b) block or prevent your future access to and use of all or any portion of the Site or Content; (c) change, suspend or discontinue any aspect of the Site or Content; and (d) impose limits on the Site or Content.
Q. Inactive Accounts; Termination of Agreement
If your account is inactive for at least six months, we may deactivate your account. Deactivated accounts are not deleted – they are placed in storage and can be restored. We will notify you by email if we decide to deactivate your account. If you know in advance that your account will be inactive at some time and don't want us to deactivate it, let us know in advance at the support email address on the Site. If after your account has been deactivated it stays inactive and we don't hear from you, we may terminate it at any time and without notice.
You and UPA may terminate these Terms and your use of the Site at any time. If you terminate your use of the Site you must pay the fees applicable for the balance of the then current billing period (if your billing period is monthly, we will prorate your account to the nearest month-end after termination). When your UPA account is terminated, your User Content will, shortly thereafter, not appear on the Site, except for User Content submitted to our Community Features which may remain on the Site after termination. We may also retain an archival copy of your User Content after termination, and you hereby grant us a non-exclusive, perpetual, irrevocable license to maintain such archival copy for our internal business purposes.
If these Terms expire or terminate for any reason, Sections D, H, K, L, N, O, P and Q, and any representation or warranty you make in these Terms, shall survive indefinitely.
R. Miscellaneous
If any provision of these Terms shall be deemed unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions. UPA may assign any or all of its rights hereunder to any party without your consent. You are not permitted to assign any of your rights or obligations hereunder without the prior written consent of UPA, and any such attempted assignment will be void and unenforceable. These Terms constitute the entire agreement between you and UPA regarding your use of the Site, and supercede all prior or contemporaneous communications whether electronic, oral or written between you and UPA regarding your use of the Site. The parties confirm that it is their wish that these Terms, as well as any other documents relating to this Terms, including notices, have been and shall be drawn up in the English language only. Les parties reconnaissent avoir convenue que la présente convention ainsi que tous documents, avis et procédures judiciaires qui pourront être exécutés, donnés ou intentées à la suite des présentes ou ayant un rapport, direct ou indirect, avec la présente convention soient rédigée en anglais.
S. Questions and Comments
If you have any questions regarding these Terms or your use of the Site, please contact us here
UPA Invoice8 Janna Court
Markham, Ontario
L3R 8Z3, Canada
Phone:(416) 855-4028
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