1. Initial Acceptance of Terms. By completing the registration process and clicking on the "Agree" button below, you and the business which you represent ("You") agree to the terms set forth in this Agreement. If you do not agree to all of these terms or are not an authorized representative of your company, and click on the Do Not Agree button below, you will not be entitled to use online services at iPro Invoice.

2. Overview of iPro Invoice online services. iPro Invoice online services web site (the "Site"), consists of the following services:

   1. The creation, management and tracking of invoices over the Internet

   2. The ability for customers to pay invoices online using credit cards

   3. Data storage retrieval and editing of invoices

3. Changes to this Agreement. You agree that iPro Invoice may change the terms of this Agreement at any time. Changes to this Agreement will be posted online and will be effective upon posting. Your continued use of the Site thereafter, will constitute your acceptance of the changes and your agreement to be bound by this Agreement, as amended. If you do not agree to the changes, you must notify iPro Invoice in writing at sales@iproinvoice.com or by telephone at 866-200-6464 of your refusal and discontinue your use of the Site.

4. Use of Your Information. By clicking the "Agree" button, you agree that iPro Invoice may store the information you provide in the registration process and through your use of the Site. iPro Invoice may use the information to inform you about other products and services from iPro Invoice and its affiliates as described in the Customer Privacy Notice posted on the Site.

5. Changes to online services at iPro Invoice iPro Invoice will not be required to notify you of any change in the Site's features or content. In addition, iPro Invoice may at any time, with or without notice, restrict the use and accessibility of the Site. iPro Invoice may also temporarily suspend or revoke your rights to use the Site based on iPro Invoice's belief or suspicion that your use of the services exceeds or violates this Agreement.

6. Your Responsibilities. You are responsible for all statements made and acts or omissions that occur while your user identification name (or "User Name") and password is being used. You are responsible for protecting and securing your User Name and password from unauthorized use and disclosure. If you become aware of, or believe there has been, any breach of security for any of your information stored on iPro Invoice's online services, such as the theft or unauthorized use of your User Name, password, or any other information, you will notify iPro Invoice immediately by telephone at 866-200-6464 or by e-mail at sales@iproinvoice.com. You certify to iPro Invoice that you have provided, and will continue to provide, the complete, accurate, and current information required of iPro Invoice's online services clients. This information includes, for example, your name, home address, e-mail address and telephone number. You will notify iPro Invoice within fifteen (15) days of any change in your information. If you do not comply with these requirements, iPro Invoice reserves the right to suspend and/or terminate your right to use the Site. 

7. Third Party Software and Services. iPro Invoice requires the certain third party software and services to operate the online payment features (Software and Services). iPro Invoice is not responsible for performance, efficiency, downtime or any activities by these third party Software and Service providers that may adversely effect the performance of the iPro Invoice services.  iPro Invoice is not responsible for your use either directly or indirectly of the Software and Services, its performance, or to notify you of any upgrades, fixes or enhancements to Software and Services. When you use Software and Services, you agree to the license terms that may be provided with such Software and Services. Until notified otherwise by iPro Invoice, you agree to use Software and Services that supports the Payment Gateway, Merchant Account and Secure Socket Layer (SSL) protocols, terms and conditions.

8. Fees and Payments to Third Parties. You are responsible for any charges incurred to access the online services at iPro Invoice through an Internet access provider or other third party service. You agree to pay all charges billed to you by third parties in connection with your access to online services at iPro Invoice iPro Invoice shall not be liable for any amounts billed to you by a third party, whether or not these amounts were authorized by you.

9. Copyright and Limitations on Your Use of Information. The information available on the Site, including, but not limited to text, images, illustrations, audio clips and video clips (if any) is protected by copyrights, trademarks, services marks, and/or other property rights under the laws of various states, the United States, and foreign jurisdictions, and is owned and controlled by iPro Invoice, its affiliates, agents and/or their respective Providers. You may use and print a copy of the information contained herein for your personal, non-commercial use only. You may not copy, reproduce, retransmit, distribute, disseminate, sell, publish, broadcast or circulate (including by e-mail or other electronic means) the information available on the Site for any commercial purpose or use, without the prior express written consent of iPro Invoice, its affiliates, and/or their respective agents or Providers (as applicable). Transmission or use of any information in violation of this Agreement, or any applicable law, rule or regulation (whether of any state, the United States, or other countries), or the rights of any third party is prohibited. This includes, but is not limited to, copyrighted information, information which is defamatory, threatening, obscene, lewd and indecent, information protected by trademark, trade secret, or patent laws, or information that results in an invasion of privacy. You may not use on another web site any trademarks, service marks or copyrighted materials appearing on the Site, including but not limited to any logos or characters, without the express written consent of the owner of the mark or copyright. You may not frame or otherwise incorporate into another web site any of the information on the Site without the prior written consent of iPro Invoice You agree to access the information on the Site manually after logging onto the Site and not programmatically by macro or other automated means.

10. Links to and from Other Sites. In the event you use iPro Invoice’s online services or the links included on the Site to gain access to another Internet site or information on any company, organization or person other than iPro Invoice, you acknowledge that such other sites are not under the control of iPro Invoice You agree that iPro Invoice shall not be responsible for any information or other links found at any such sites, or for your use of such information. iPro Invoice provides such links only as a convenience to you, and has not tested any software or verified any information found at such sites. The fact that iPro Invoice has provided a link to another site does not signify iPro Invoice's endorsement of the site, its contents or any participants in the site. There are inherent risks in the use of any software or information found on the Internet, and you acknowledge that you understand these risks before making any use of iPro Invoice’s online services. You understand that third parties not affiliated with iPro Invoice may link to the Site. You agree that this link does not imply iPro Invoice's endorsement or sponsorship of such third parties or the contents of the third party sites.

11. Termination. Your use of online services at iPro Invoice will continue until terminated by iPro Invoice or until you notify iPro Invoice by telephone or by regular mail of your decision to terminate the services. Thirty days (30) advanced written notice is required prior to any cancellation of iPro Invoice services. There are no cancellation fees. No refunds will be provided. iPro Invoice may, in its sole and absolute discretion, and without notice to you, discontinue or change the online services or suspend your access to all or any part of the services for any reason. In the event of a termination by iPro Invoice, iPro Invoice, its affiliates and their respective directors, officers, employees, agents, and Providers shall have no liability to you.

12. Disclaimer of Warranty. There may be service downtime, programming omissions or inaccuracies in iPro Invoice’s online services, and the information and services available through the Sites. You understand and agree that your use of the service is at your sole risk. Neither iPro Invoice, its affiliates, nor any of their respective directors, officers, employees, agents, or providers represent or warrant that online services at iPro Invoice will be uninterrupted or error free. Nor do any of them make any representation or warranty as to the result that may be obtained from the use of online services at iPro Invoice or as to the timeliness, sequence, accuracy, completeness, reliability or content of any information, service or transaction provided for use in accessing or using all or a portion of online services at iPro Invoice The service is provided on an “as is”, “as available” basis without warranties of any kind, either express or implied, including, but not limited to, those of information access, merchantability and fitness for a particular purpose.

13. Release of Liability. You agree to release iPro Invoice (and our officers, directors, agents, subsidiaries, joint ventures and employees) from any and all claims, demands and damages (actual and consequential) of every kind and nature arising out of or in any way connected with disputes arising from or related to the performance of iPro Invoice online services, its affiliates, partners or parties related in any way. If you are a California resident, you waive California Civil Code §1542, which says: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if not known by him must have materially affected his settlement with the debtor."

14. Limitation of Liability. In the event that Section 14 may not apply due to state laws that do not allow the exclusion or limitation of incidental or consequential damages the following applies: IN NO EVENT SHALL WE, OUR PARENT, SUBSIDIARIES, EMPLOYEES OR OUR SUPPLIERS BE LIABLE FOR LOST PROFITS OR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH OUR WEB SITE, OUR SERVICE, OR THIS AGREEMENT (HOWEVER ARISING, INCLUDING NEGLIGENCE). OUR LIABILITY, AND THE LIABILITY OF OUR PARENT, SUBSIDIARIES, EMPLOYEES AND SUPPLIERS, TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE IS LIMITED TO THE ACTUAL AMOUNT OF DIRECT DAMAGES.

15. Indemnification by You. You will indemnify and hold harmless iPro Invoice, its affiliates and their respective employees, officers, directors, agents, and Providers from any and all claims, losses, expenses and damages, including reasonable attorneys' fees, imposed on, incurred or asserted as a result of or relating to, (a) any violation of this Agreement by you; and/or (b) your unauthorized receipt or use of information or services provided through the Site; and/or (c) any third-party actions related to your receipt and use of information or services available through the Site, whether authorized or unauthorized under this Agreement.

16. Assignment of rights. This Agreement is personal to you. You may not assign your rights or obligations to anyone without the express written consent of an authorized representative of iPro Invoice. If any provision in this Agreement is invalid or unenforceable under applicable law, the remaining provisions will continue in full force and effect.

17. Survival. Sections 4, 5, 6, 8, 9, 10, 11, 13, 13, 14, 15, 16, 19, 20 and 21 shall survive termination of this Agreement.

18. Governing Law. This Agreement, your rights and obligations, and all actions contemplated by this Agreement shall be governed by the laws of the United States of America and New York State, as if the Agreement was a contract wholly entered into and wholly performed within New York State, without regard to conflict of laws principles.

19. Third Party Rights under this Agreement. Certain sections of this Agreement are for the benefit of iPro Invoice and its affiliates and their respective officers, directors, employees, agents and Providers. You understand that each of these entities and individuals shall have the right to enforce those sections directly against you on its own behalf.

20. Headings. The headings contained in this Agreement are for reference and convenience only and shall not be considered in the interpretation of this Agreement.

I have read and understand this user agreement and agree to be bound by its terms.