1. Client relationship with IDS Invoice Tracker

1.1 Your use of Invoice Delivery Services Inc.'s products, software, services and web sites (referred to collectively as the "Services" in this document and excluding any services provided to you by Invoice Delivery Services Inc. under a separate written agreement) is subject to the terms of a legal agreement between the client and Invoice Delivery Services Inc., whose principal place of business is at 251 Consumers Road, Suite 1200, North York, Ontario, Canada, M2J 4R3. This document explains how the agreement is made up, and sets out some of the terms of that agreement.

1.2 Unless otherwise agreed in writing with Invoice Delivery Services Inc., your agreement with Invoice Delivery Services Inc. will always include, at a minimum, the terms and conditions set out in this document. These are referred to below as the "Universal Terms".

1.3 Your agreement with Invoice Delivery Services Inc. will also include the terms of any Legal Notices applicable to the Services, in addition to the Universal Terms. All of these are referred to below as the "Additional Terms". Where Additional Terms apply to a Service, these will be accessible for you to read either within, or through your use of, that Service.

1.4 The Universal Terms, together with the Additional Terms, form a legally binding agreement between you and Invoice Delivery Services Inc. in relation to your use of the Services. It is important that you take the time to read them carefully. Collectively, this legal agreement is referred to below as the "Terms".

1.5 If there is any contradiction between what the Additional Terms say and what the Universal Terms say, then the Additional Terms shall take precedence in relation to that Service.

2. Accepting the Terms

2.1 In order to use the Services, you must first agree to the Terms. You may not use the Services if you do not accept the Terms.

2.2 You can accept the Terms by:

(A) clicking to accept or agree to the Terms, where this option is made available to you by Invoice Delivery Services Inc. in the user interface for any Service; or

(B) by actually using the Services. In this case, you understand and agree that Invoice Delivery Services Inc. will treat your use of the Services as acceptance of the Terms from that point onwards.

2.3 You may not use the Services and may not accept the Terms if (a) you are not of legal age to form a binding contract with Invoice Delivery Services Inc., or (b) you are a person barred from receiving the Services under the laws of United States, or other countries including the country in which you are resident or from which you use the Services.

2.4 Before you continue, we recommended you print off or save a local copy of the Universal Terms for your records.

3. Language of the Terms

3.1 Where Invoice Delivery Services Inc. has provided you with a translation of the English language version of the Terms, then you agree that the translation is provided for your convenience only and that the English language versions of the Terms will govern your relationship with Invoice Delivery Services Inc.

3.2 If there is any contradiction between what the English language version of the Terms says and what a translation says, then the English language version shall take precedence.

4. Provision of the Services by Invoice Delivery Services Inc.

4.1 IDS has subsidiaries, affiliated legal entities and contractors around the world ("Subsidiaries and Affiliates"). Sometimes, these companies will be providing the Services to you on behalf of Invoice Delivery Services Inc. itself. You acknowledge and agree that Subsidiaries and Affiliates will be entitled to provide the Services to you.

4.2 Invoice Delivery Services Inc. is constantly innovating in order to provide the best possible experience for its users. You acknowledge and agree that the form and nature of the Services which Invoice Delivery Services Inc. provides may change from time to time without prior notice to you.

4.3 As part of this continuing innovation, you acknowledge and agree that Invoice Delivery Services Inc. may stop (permanently or temporarily) providing the Services (or any features within the Services) to you or to users generally at Invoice Delivery Services Inc.'s sole discretion, without prior notice to you. You may stop using the Services at any time. You do not need to specifically inform Invoice Delivery Services Inc. when you stop using the Services.

4.4 You acknowledge and agree that if Invoice Delivery Services Inc. disables access to your account, you may be prevented from accessing the Services, your account details or any files or other content which is contained in your account.

4.5 You acknowledge and agree that while Invoice Delivery Services Inc. may not currently have set a fixed upper limit on the number of transmissions you may receive through the Services or on the amount of storage space used for the provision of any Service, such fixed upper limits may be set by Invoice Delivery Services Inc. at any time, at Invoice Delivery Services Inc.'s discretion.

4.6 You acknowledge and agree that your Company Taxation ID that is provided during registration is the key identifier of your company and the information provided to you. You provide Invoice Delivery Services Inc. permission to provide your Taxation ID to organizations providing content so that they may identify the content that relates to your company.

4.7 You acknowledge and agree that the name of your company can be listed on the Invoice Delivery Services Inc. websites, presentationmaterial and other communications. The sole purpose is to inform other organizations who are utilizing Invoice Delivery Services Inc. Invoice Tracker.


5. Use of the Services by you

5.1 In order to access certain Services, you may be required to provide information about yourself (such as identification or contact details) as part of the registration process for the Service, or as part of your continued use of the Services. You agree that any registration information you give to Invoice Delivery Services Inc. will always be accurate, correct and up to date.

5.2 You agree to use the Services only for purposes that are permitted by (a) the Terms and (b) any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions (including any laws regarding the export of data or software to and from the United States and Canada or other relevant countries).

5.3 You agree not to access (or attempt to access) any of the Services by any means other than through the interface that is provided by Invoice Delivery Services Inc., unless you have been specifically allowed to do so in a separate agreement with Invoice Delivery Services Inc.. You specifically agree not to access (or attempt to access) any of the Services through any automated means (including use of scripts or web crawlers) and shall ensure that you comply with the instructions set out in any robots.txt file present on the Services.

5.4 You agree that you will not engage in any activity that interferes with or disrupts the Services (or the servers and networks which are connected to the Services).

5.5 You agree that should you view information that does not relate to your company, you will immediately inform Invoice Delivery Services Inc. of such information at contactIIT@InvoiceDeliveryServices.com.

5.6 Unless you have been specifically permitted to do so in a separate agreement with IDS invoice Tracker, you agree that you will not reproduce, duplicate, copy, sell, trade or resell the Services for any purpose.

5.7 You agree that you are solely responsible for (and that Invoice Delivery Services Inc. has no responsibility to you or to any third party for) any breach of your obligations under the Terms and for the consequences (including any loss or damage which Invoice Delivery Services Inc. may suffer) of any such breach.

6. Your passwords and account security

6.1 You agree and understand that you are responsible for maintaining the confidentiality of passwords associated with any account you use to access the Services.

6.2 Accordingly, you agree that you will be solely responsible to Invoice Delivery Services Inc. for all activities that occur under your account.

6.3 If you become aware of any unauthorized use of your password or of your account, you agree to notify Invoice Delivery Services Inc. immediately, at contactIIT@InvoiceDeliveryService.com.

7. Privacy and your corporate information

7.1 Information about Invoice Delivery Services Inc.'s data protection practices is available upon request. Our information policy explains how Invoice Delivery Services Inc. treats corporate information, and protects privacy, when you use the Services.

7.2 You agree to the use of your data in accordance with Invoice Delivery Services Inc.'s privacy policies.

8. Content in the Services

8.1 You understand that all information (such as data files, written text, computer software, music, audio files or other sounds, photographs, videos or other images) which you may have access to as part of, or through your use of, the Services are the sole responsibility of the person from which such content originated. All such information is referred to below as the "Content".

8.2 You should be aware that Content presented to you as part of the Services, including but not limited to advertisements in the Services and sponsored Content within the Services may be protected by intellectual property rights which are owned by the sponsors or advertisers who provide that Content to Invoice Delivery Services Inc. (or by other persons or companies on their behalf). You may not modify, rent, lease, loan, sell, distribute or create derivative works based on this Content (either in whole or in part) unless you have been specifically told that you may do so by Invoice Delivery Services Inc. or by the owners of that Content, in a separate agreement.

8.3 Invoice Delivery Services Inc. reserves the right (but shall have no obligation) to pre-screen, review, flag, filter, modify, refuse or remove any or all Content from any Service. For some of the Services, Invoice Delivery Services Inc. may provide tools to filter out inappropriate content.

8.4 You understand that by using the Services you may be exposed to Content that you may find inappropriate and that, in this respect, you use the Services at your own risk.

8.5 You agree that you are solely responsible for (and that Invoice Delivery Services Inc. has no responsibility to you or to any third party for) any Content that you create, transmit or display while using the Services and for the consequences of your actions (including any loss or damage which Invoice Delivery Services Inc. may suffer) by doing so.

9. Proprietary rights

9.1 You acknowledge and agree that Invoice Delivery Services Inc. (or Invoice Delivery Services Inc.'s licensors) own all legal right, title and interest in and to the Services, including any intellectual property rights which subsist in the Services (whether those rights happen to be registered or not, and wherever in the world those rights may exist). You further acknowledge that the Services may contain information which is designated confidential by Invoice Delivery Services Inc. and that you shall not disclose such information without Invoice Delivery Services Inc.'s prior written consent.

9.2 Unless you have agreed otherwise in writing with Invoice Delivery Services Inc., nothing in the Terms gives you a right to use any of Invoice Delivery Services Inc.'s trade names, trade-marks, service marks, logos, domain names, and other distinctive brand features.

9.3 If you have been given an explicit right to use any of these brand features in a separate written agreement with Invoice Delivery Services Inc., then you agree that your use of such features shall be in compliance with that agreement, and any applicable provisions of the Terms.

9.4 Other than the limited license set forth in Section 11, Invoice Delivery Services Inc. acknowledges and agrees that it obtains no right, title or interest from you (or your licensors) under these Terms in or to any Content that you submit, post, transmit or display on, or through, the Services, including any intellectual property rights which subsist in that Content (whether those rights happen to be registered or not, and wherever in the world those rights may exist). Unless you have agreed otherwise in writing with Invoice Delivery Services Inc., you agree that you are responsible for protecting and enforcing those rights and that Invoice Delivery Services Inc. has no obligation to do so on your behalf.

9.5 You agree that you shall not remove, obscure, or alter any proprietary rights notices (including copyright and trade mark notices) which may be affixed to or contained within the Services.

9.6 Unless you have been expressly authorized to do so in writing by Invoice Delivery Services Inc., you agree that in using the Services, you will not use any trade mark, service mark, trade name, logo of any company or organization in a way that is likely or intended to cause confusion about the owner or authorized user of such marks, names or logos.

10. License from Invoice Delivery Services Inc.

10.1 Invoice Delivery Services Inc. gives you a worldwide, royalty-free, non-assignable and non-exclusive license to use the software provided to you by Invoice Delivery Services Inc. as part of the Services as provided to you by Invoice Delivery Services Inc. (referred to as the "Software" below). This license is for the sole purpose of enabling you to use and enjoy the benefit of the Services as provided by Invoice Delivery Services Inc., in the manner permitted by the Terms.

10.2 You may not (and you may not permit anyone else to) copy, modify, create a derivative work of, reverse engineer, decompile or otherwise attempt to extract the source code of the Software or any part thereof, unless this is expressly permitted or required by law, or unless you have been specifically told that you may do so by Invoice Delivery Services Inc., in writing.

10.3 Unless Invoice Delivery Services Inc. has given you specific written permission to do so, you may not assign (or grant a sub-license of) your rights to use the Software, grant a security interest in or over your rights to use the Software, or otherwise transfer any part of your rights to use the Software.

11. Ending your relationship with Invoice Delivery Services Inc.

11.1 The Terms will continue to apply until terminated by either you or Invoice Delivery Services Inc. as set out below.

11.2 If you want to terminate your legal agreement with Invoice Delivery Services Inc., you may do so by (a) notifying Invoice Delivery Services Inc. at any time and (b) closing your accounts for all of the Services which you use, where Invoice Delivery Services Inc. has made this option available to you. Your notice should be sent, in writing, to Invoice Delivery Services Inc.'s address which is set out at the beginning of these Terms.

11.3 Invoice Delivery Services Inc. may at any time, terminate its legal agreement with you if:

(A) you have breached any provision of the Terms (or have acted in manner which clearly shows that you do not intend to, or are unable to comply with the provisions of the Terms); or

(B) Invoice Delivery Services Inc. is required to do so by law (for example, where the provision of the Services to you is, or becomes, unlawful); or

(C) the partner with whom Invoice Delivery Services Inc. offered the Services to you has terminated its relationship with Invoice Delivery Services Inc. or ceased to offer the Services to you; or

(D) Invoice Delivery Services Inc. is transitioning to no longer providing the Services to users in the country in which you are resident or from which you use the service; or

(E) the provision of the Services to you by Invoice Delivery Services Inc. is, in Invoice Delivery Services Inc.'s opinion, no longer commercially viable.

11.4 Nothing in this Section shall affect Invoice Delivery Services Inc.'s rights regarding provision of Services under Section 4 of the Terms.

11.5 When these Terms come to an end, all of the legal rights, obligations and liabilities that you and Invoice Delivery Services Inc. have benefited from, been subject to (or which have accrued over time whilst the Terms have been in force) or which are expressed to continue indefinitely, shall be unaffected by this cessation, and the provisions of paragraph 20.7 shall continue to apply to such rights, obligations and liabilities indefinitely.

11.6 When these Terms come to an end, all unpaid amounts owing by either party to the other party will be paid in full.

13. EXCLUSION OF WARRANTIES

13.1 NOTHING IN THESE TERMS, INCLUDING SECTIONS 14 AND 15, SHALL EXCLUDE OR LIMIT IDS INVOICE TRACKER'S WARRANTY OR LIABILITY FOR LOSSES WHICH MAY NOT BE LAWFULLY EXCLUDED OR LIMITED BY APPLICABLE LAW. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR CONDITIONS OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR LOSS OR DAMAGE CAUSED BY NEGLIGENCE, BREACH OF CONTRACT OR BREACH OF IMPLIED TERMS, OR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, ONLY THE LIMITATIONS WHICH ARE LAWFUL IN YOUR JURISDICTION WILL APPLY TO YOU AND OUR LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

13.2 YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK AND THAT THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE."

13.3 IN PARTICULAR, IDS, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS DO NOT REPRESENT OR WARRANT TO YOU THAT:

(A) YOUR USE OF THE SERVICES WILL MEET YOUR REQUIREMENTS,

(B) YOUR USE OF THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR,

(C) ANY INFORMATION OBTAINED BY YOU AS A RESULT OF YOUR USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE, AND

(D) THAT DEFECTS IN THE OPERATION OR FUNCTIONALITY OF ANY SOFTWARE PROVIDED TO YOU AS PART OF THE SERVICES WILL BE CORRECTED.

13.4 ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR OTHER DEVICE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.

13.5 NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM IDS INVOICE TRACKER OR THROUGH OR FROM THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS.

13.6 IDS INVOICE TRACKER FURTHER EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

14. LIMITATION OF LIABILITY

14.1 SUBJECT TO OVERALL PROVISION IN PARAGRAPH 14.1 ABOVE, YOU EXPRESSLY UNDERSTAND AND AGREE THAT IDS, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS SHALL NOT BE LIABLE TO YOU FOR:

(A) ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL CONSEQUENTIAL OR EXEMPLARY DAMAGES WHICH MAY BE INCURRED BY YOU, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY. THIS SHALL INCLUDE, BUT NOT BE LIMITED TO, ANY LOSS OF PROFIT (WHETHER INCURRED DIRECTLY OR INDIRECTLY), ANY LOSS OF GOODWILL OR BUSINESS REPUTATION, ANY LOSS OF DATA SUFFERED, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR OTHER INTANGIBLE LOSS;

(B) ANY LOSS OR DAMAGE WHICH MAY BE INCURRED BY YOU, INCLUDING BUT NOT LIMITED TO LOSS OR DAMAGE AS A RESULT OF:

(I) ANY RELIANCE PLACED BY YOU ON THE COMPLETENESS, ACCURACY OR EXISTENCE OF ANY ADVERTISING, OR AS A RESULT OF ANY RELATIONSHIP OR TRANSACTION BETWEEN YOU AND ANY ADVERTISER OR SPONSOR WHOSE ADVERTISING APPEARS ON THE SERVICES;

(II) ANY CHANGES WHICH IDS MAY MAKE TO THE SERVICES, OR FOR ANY PERMANENT OR TEMPORARY CESSATION IN THE PROVISION OF THE SERVICES (OR ANY FEATURES WITHIN THE SERVICES);

(III) THE DELETION OF, CORRUPTION OF, OR FAILURE TO STORE, ANY CONTENT AND OTHER COMMUNICATIONS DATA MAINTAINED OR TRANSMITTED BY OR THROUGH YOUR USE OF THE SERVICES;

(IV) YOUR FAILURE TO PROVIDE INVOICE DELIVERY SERVICES INC. WITH ACCURATE ACCOUNT INFORMATION;
(V) YOUR FAILURE TO KEEP YOUR PASSWORD OR ACCOUNT DETAILS SECURE AND CONFIDENTIAL;

14.2 THE LIMITATIONS ON IDS'S LIABILITY TO YOU IN PARAGRAPH 15.1 ABOVE SHALL APPLY WHETHER OR NOT IDS HAS BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING.

15. Copyright policies

15.1 It is Invoice Delivery Services Inc.'s policy to respond to notices of alleged copyright infringement that comply with applicable international intellectual property law (including, in the United States, the Digital Millennium Copyright Act) and to terminating the accounts of repeat infringers.

16. Advertisements

16.1 Some of the Services may be supported by advertising revenue and may display advertisements and promotions. These advertisements may be targeted to the content of information stored on the Services, queries made through the Services or other information.

16.2 The manner, mode and extent of advertising by Invoice Delivery Services Inc. on the Services are subject to change without specific notice to you.

16.3 In consideration for Invoice Delivery Services Inc. granting you access to and use of the Services, you agree that Invoice Delivery Services Inc. may place such advertising on the Services.

17. Other content

17.1 The Services may include hyperlinks to other web sites or content or resources. Invoice Delivery Services Inc. may have no control over any web sites or resources which are provided by companies or persons other than Invoice Delivery Services Inc.

17.2 You acknowledge and agree that Invoice Delivery Services Inc. is not responsible for the availability of any such external sites or resources, and does not endorse any advertising, products or other materials on or available from such web sites or resources.

17.3 You acknowledge and agree that Invoice Delivery Services Inc. is not liable for any loss or damage which may be incurred by you as a result of the availability of those external sites or resources, or as a result of any reliance placed by you on the completeness, accuracy or existence of any advertising, products or other materials on, or available from, such web sites or resources.

18. Changes to the Terms

18.1 IDS Invoice Tracker may make changes to the Universal Terms or Additional Terms from time to time. When these changes are made, IDS Invoice Tracker will make a new copy of the Universal Terms available at InvoiceDeliveryService.com//Tracker and new Additional Terms will be made available to you from within, or through, the affected Services.

18.2 You understand and agree that if you use the Services after the date on which the Universal Terms or Additional Terms have changed, IDS Invoice Tracker will treat your use as acceptance of the updated Universal Terms or Additional Terms.

19. General legal terms

19.1 Sometimes when you use the Services, you may (as a result of, or through your use of the Services) use a service or download a piece of software, or purchase goods, which are provided by another person or company. Your use of these other services, software or goods may be subject to separate terms between you and the company or person concerned. If so, the Terms do not affect your legal relationship with these other companies or individuals.

19.2 The Terms constitute the whole legal agreement between you and Invoice Delivery Services Inc. and govern your use of the Services (but excluding any services which Invoice Delivery Services Inc. may provide to you under a separate written agreement), and completely replace any prior agreements between you and Invoice Delivery Services Inc. in relation to the Services.

19.3 You agree that Invoice Delivery Services Inc. may provide you with notices, including those regarding changes to the Terms, by email, regular mail, or postings on the Services.

19.4 You agree that if Invoice Delivery Services Inc. does not exercise or enforce any legal right or remedy which is contained in the Terms (or which Invoice Delivery Services Inc. has the benefit of under any applicable law), this will not be taken to be a formal waiver of Invoice Delivery Services Inc.'s rights and that those rights or remedies will still be available to Invoice Delivery Services Inc..

19.5 If any court of law, having the jurisdiction to decide on this matter, rules that any provision of these Terms is invalid, then that provision will be removed from the Terms without affecting the rest of the Terms. The remaining provisions of the Terms will continue to be valid and enforceable.

19.6 You acknowledge and agree that each member of the group of companies of which IDS is the parent, or with which IDS contracts for the provision of the Services herein, shall be third party beneficiaries to the Terms and that such other companies shall be entitled to directly enforce, and rely upon, any provision of the Terms which confers a benefit on (or rights in favor of) them. Other than this, no other person or company shall be third party beneficiaries to the Terms.

19.7 The Terms, and your relationship with IDS Invoice Tracker under the Terms, shall be governed by the laws of the Province of Ontario, Canada without regard to its conflict of law's provisions. You and IDS Invoice Tracker agree to submit to the exclusive jurisdiction of the courts of Ontario to resolve any legal matter arising from the Terms. Notwithstanding this, you agree that IDS Invoice Tracker shall still be allowed to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.