Welcome to the Factura Softwares (“Factura”, “us” “we” or “our”) website. Please read these Terms of Service (the “Terms”) carefully. They govern your use of our website; our mobile and desktop applications (“Apps”), and our collaboration tools and other products and services we may later own or operate (collectively, with the Sites, and Apps, the “Services”).
We may, in our sole discretion, modify the Terms via email or by posting notice on any part of the Website or Services. The “Last Updated” date at the top the Terms indicates when the latest modifications were made to the Terms. The then-current version of the Terms will supersede all earlier versions. By continuing to access and use the Website or Services, you agree to any such modifications.
Agreement to these TermsBy using the Services, you agree to be bound by these Terms. If you don’t agree to these Terms, do not use the Services. If you are accessing and using the Services on behalf of a company (such as your employer) or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to these Terms. In that case, “you” and “your” will refer to that company or other legal entity.
- Who may use the Services. You may only use the Services if you are old enough to consent (by yourself and not by a parent or guardian) to share your data under applicable law.
- Use Restrictions. Except as otherwise expressly authorized in these Terms, you will not, and will ensure your employees, contractors, and other persons associated with your Factura account (“Authorized Users”) do not, and will not encourage or assist third parties to: (i) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, know-how, or algorithms relevant to the Services (except to the extent that such a restriction is impermissible under applicable law); (ii) provide, sell, resell, transfer, sublicense, lend, distribute, rent, or otherwise allow others to access or use the Services; and (iii) copy, modify, create derivative works of, or remove proprietary notices from the Services.
- Trial Access. If you receive free access or a trial for evaluation (“Trial Access”), then you may use Services in accordance with the Terms for a period granted by us (the “Trial Period”). Trial Access is permitted solely for your use to determine whether to purchase a paid subscription of the Services. Certain Trial Access may include pre-release and beta services or components (“Beta Releases”). Trial Access may not include all functionality and features accessible as part of a full paid subscription. If you do not purchase a paid subscription, the Terms, and your right to access and use the paid Services will terminate at the end of the Trial Period and your account access may be terminated. AT THE END OF THE TRIAL ACCESS, ALL USER CONTENT MAY BE PERMANENTLY LOST UNLESS YOU: (a) PURCHASE A PAID SUBSCRIPTION TO SERVICES; OR (b) EXPORT SUCH DATA BEFORE THE END OF THE TRIAL PERIOD. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE TERMS, WE WILL HAVE NO WARRANTY, INDEMNITY, SERVICE LEVEL, OR SUPPORT OBLIGATIONS WITH RESPECT TO TRIAL ACCESS, AND IF YOU HAVE A TRIAL ACCESS, YOU WAIVE ALL CLAIMS AGAINST US ARISING OUT OF THE TRIAL ACCESS, THE USE OF THE SERVICES, AND THE TERMS
- Authorized Users; Accounts. As part of the registration process, you will identify an administrative username and password for your Factura account. You represent and warrant that all registration information, including with respect to the list of domains owned or controlled by you for purposes of domain capture, you provide is truthful, accurate, and complete, and that you will maintain the accuracy of such information. You are responsible and liable for maintaining control over your account, including the confidentiality of your username and password, and are solely responsible and liable for all activities that occur on or through your account and all Authorized Users’ accounts, whether authorized by you or not.
- Feedback; Use Rights. Your Feedback to improve the Services. We welcome your Feedback and you hereby irrevocably transfer and assign all right, title, and interest (including all intellectual property rights, such as copyrights or trade secrets) in and to the Feedback, including any and all “moral rights” that you might have in such Feedback, and you hereby forever waive and agree never to assert any and all “moral rights” you may have in the Feedback.
- Reservation of Rights. As between the parties, Factura owns all right, title, and interest in the Services, and you own all right, title, and interest in any application(s) and/or material(s) that are developed by you on the Services or uploaded to the Services by you (“User Content”). Except as expressly set forth in these Terms, each party retains all right, title, and interest in and to its intellectual property rights. All rights not expressly granted are reserved, and no license, covenant, immunity, transfer, authorization, or other right will be implied, by reason of statute, estoppel, or otherwise, under these Terms.
LicenseSubject to the terms and conditions of these Terms, we hereby grant you a limited, non-exclusive, non-transferable, non-sublicensable license worldwide (with the exception of jurisdictions whose laws do not permit engaging in business with Factura or use of the Services) for you to access and use the Services for your internal business purposes.
Subscription and Payment terms
- Subscription. The prices, features, and options of the Services depend on the Subscription Plan selected as well as any changes instigated by you (“Subscription Plan”). We do not represent or warrant that a particular Subscription Plan will be offered indefinitely and reserves the right to change the prices for or alter the features, usage limits and options in a particular Subscription Plan with a prior notice. You shall not, and shall not permit others, to use the Services or allow access to them in a manner that circumvents contractual usage restrictions or matrices set forth in these Terms, applicable Subscription Plan incorporated herein by reference.
- Payment terms. When you purchase a Subscription Plan, you must provide accurate and complete information for a valid payment method that you are authorized to use. You must promptly notify us of any change in its invoicing address and must update its Account with any changes related to its payment method. The Authorization continues through the applicable Subscription Term and any Renewal Term until you cancel the same.
- Billing. We will provide billing and usage information to you at the time of your selection of the respective Subscription Plan. We reserve the right to correct any errors or mistakes that it identifies even if it has already issued an invoice or received payment. You agree to notify us about any billing problems or discrepancies within thirty (30) days after they first appear on your invoice. If You do not bring such problems/discrepancies to our attention within thirty (30) days, you agree to waive your right to dispute such discrepancies.
- Refund, taxes and withholding. Except as expressly set forth anywhere in these Terms, all fees are non-refundable. You are required to pay any sales, use, GST, value-added, withholding, or similar taxes or levies, whether domestic or foreign, other than taxes based on our income. You hereby confirm that we can rely on the name and address set forth in its registration for a Subscription Plan as being the place of supply for Tax purposes. You must make all payments without any setoffs, withholdings, or deduction of any kind. Any late payments will be subject to a service charge equal to 1% per month of the amount due or the maximum amount allowed by law, whichever is less. You will reimburse any costs or expenses (including, but not limited to, reasonable attorneys’ fees) incurred by us to collect any amount that is not paid when due. Amounts due to us may not be withheld or offset by you for any reason against amounts due from us.
- Non-payment. We may, without liability to anyone, disable the password, account and access to all or part of the Services if any payment is not received within thirty (30) days after such payment first becoming due and payable under the Terms. In the event of the foregoing, we shall not be obligated to provide any and/or all of the Services until such fees are paid in full. Accounts that have been terminated may be reactivated if valid payment information is provided.
- Confidential Information. We (the “Discloser”) have disclosed or may disclose proprietary or non-public business, technical, financial, or other information (“Confidential Information”) to you (the “Recipient”). Our Confidential Information expressly includes non-public information regarding features, functionality, and performance of the Services, including security related information.
- Obligations. The Recipient will use the Discloser’s Confidential Information only for the purpose of evaluating whether or not to use (or continue to use) the Services. The Recipient will not disclose the Discloser’s Confidential Information to parties other than the Recipient’s employees, contractors, affiliates, agents, or professional advisors (“Representatives”) who need to know it and who have a legal obligation to keep it confidential. The Recipient will ensure that its Representatives are subject to no less restrictive confidentiality obligations than those herein. Notwithstanding the foregoing, the Recipient may disclose the Discloser’s Confidential Information: (a) if directed by Discloser; or (b) to the extent required by applicable legal process, provided that the Recipient uses commercially reasonable efforts to (i) promptly notify the Discloser in advance, to the extent permitted by law, and (ii) comply with the Discloser’s reasonable requests regarding its efforts to oppose the disclosure. The obligations set forth herein will survive for so long as these Terms are in effect between the parties and for five years thereafter.
Term and Termination
- Term. With reference to Services, these Term shall begin on the date you are granted access to the Services and continues until your Subscription Plan expires or your use of the Services ceases (including as a result of termination in accordance with the Terms), whichever is later. The Subscription Plan will automatically renew on an annual basis, depending upon the Subscription Term (“Renewal Term”) unless, prior to the end of the current period of effectiveness of the Subscription Plan (“Subscription Term”): (a) you terminate your Account; (b) we decline to renew your Subscription Plan; or (c) these Terms are otherwise terminated as expressly permitted herein. Upon renewal, you agree to pay the then-current applicable fee associated with the Subscription Plan.
- Termination for convenience. You may terminate your Account at any time upon at least thirty (30) days’ advance written notice to us. We will not terminate your Account for convenience.
- Termination for cause. Either party may terminate these Terms if the other party (a) fails to cure any material breach of the Terms (including a failure to pay fees) within thirty (30) days after written notice; (b) ceases operation without a successor; or (c) seeks protection under any bankruptcy, receivership, trust deed, creditors’ arrangement, composition, or comparable proceeding, or if any such proceeding is instituted against that party (and not dismissed within sixty (60) days).
- Effect of termination. Upon any expiration or termination, you will immediately cease any and all use of and access to all Services and delete (or, at our request, return) any and all copies of the Documentation, any passwords or access codes and our Confidential Information in your possession. You acknowledge that following termination you will have no further access to any User Content and that we may delete any such data at any time as per our policies. Unless termination is under Section 6.3, any Fees accrued but not paid for the Subscription Term (including for unexpired period of the Subscription Term) shall become immediately due and payable upon termination.
- In the event of any loss or corruption of any data associated with the Services, Factura will use commercially reasonable efforts to restore the lost or corrupted data from the latest relevant backup maintained by Factura. EXCEPT FOR THE FOREGOING, Factura WILL NOT BE RESPONSIBLE FOR ANY LOSS, DESTRUCTION, ALTERATION, UNAUTHORIZED DISCLOSURE OR CORRUPTION OF ANY DATA.
- We make no warranty that the Services will meet your requirements or be available on an uninterrupted, secure, or error-free basis. We make no warranty regarding the quality, accuracy, timeliness, truthfulness, completeness or reliability of any Services, and we make no guarantees around data retention or preservation. EXCEPT AS SET FORTH IN SECTION 7.1, THE SERVICES ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, WE EXPLICITLY DISCLAIM ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, AND NON-INFRINGEMENT AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE.
- FACTURA DOES NOT WARRANT OR SUPPORT, AND WILL NOT HAVE ANY RESPONSIBILITY OR LIABILITY OF ANY KIND FOR, ANY APPLICATION(S) AND/OR MATERIAL(S) THAT ARE DEVELOPED BY A PARTY OUTSIDE OF FACTURA’SORGANIZATION, INCLUDING DESIGN FILES, PLUGINS, COMPONENT LIBRARIES, AND CODE COMPONENTS (“NON-FACTURA RESOURCES”). NON-FACTURA RESOURCES ARE PROVIDED BY THIRD PARTIES, NOT FACTURA, AND ANY USE OF NON-FACTURA RESOURCES IS SOLELY BETWEEN YOU AND THE APPLICABLE THIRD-PARTY PROVIDER.
IndemnityYou will indemnify and hold harmless Factura and its officers, directors, employees, and agents, from and against any claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with (i) your access to or use of the Services; (ii) your User Content; or (iii) your violation of these Terms.
Limitations of Liability
- NEITHER FACTURA NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICES (“SUPPLIERS”) WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE, SYSTEM FAILURE, OR THE COST OF SUBSTITUTE SERVICES ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOTFACTURAHAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE.
- IN NO EVENT WILL FACTURA OR SUPPLIERS’ TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES EXCEED THE AMOUNTS YOU HAVE PAID TO FACTURA IN THE PRECEDING TWELVE MONTHS FOR THE SERVICES, OR IF YOU HAVE NOT HAD ANY SUCH PAYMENT OBLIGATIONS, ONE HUNDRED UNITED STATES DOLLARS ($100).
- EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS OF THESE TERMS BETWEEN THE PARTIES. THIS ALLOCATION IS REFLECTED IN THE PRICING OFFERED BY FACTURA TO YOU AND IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION 9 WILL APPLY TO THE MAXIMUM EXTENT NOT PROHIBITED BY LAW AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY IN THESE TERMS.
- These Terms are the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements and communications relating to the subject matter of these Terms. No supplement, modification, or amendment of these Terms will be binding, unless executed in writing by a duly authorized representative of each party to these Terms. No waiver will be implied from conduct or failure to enforce or exercise rights under these Terms, nor will any waiver be effective unless in a writing signed by a duly authorized representative on behalf of the party claimed to have waived. No provision of any purchase order or other business form employed by you will supersede the terms and conditions of these Terms. The unenforceability of any provision or provisions of these Terms shall not render unenforceable or impair its remainder. If any provision of these Terms is deemed invalid or unenforceable in whole or in part, these Terms shall be deemed amended to delete or modify, as necessary, the offending provision to render it valid, enforceable, and, insofar as possible, consistent with the original intent of the parties.
- These Terms will bind and inure to the benefit of each party’s permitted successors and assigns. Neither party may assign these Terms without the advance written consent of the other party, except that either party may assign these Terms in connection with a merger, reorganization, acquisition, or other transfer of all or substantially all of such party’s assets or voting securities. Any attempt to transfer or assign these Terms except as expressly authorized will be null and void.
- These Terms will be governed by the laws of the Republic of India with courts of Mumbai, India having exclusive jurisdiction over any disputes arising out of these Terms. The prevailing party in any action to enforce these Terms will be entitled to recover its attorneys’ fees and costs incurred.
- While the parties may communicate by any means in the performance of these Terms, any notice of termination or other legal notice to a party shall be effective only if it is in writing and sent using (a) nationally-known courier service that confirms delivery in writing or email, in which case notice will be deemed given upon receipt or (d) registered or certified mail, postage prepaid and return receipt requested, in which case notice is deemed given the third business day after such notice is deposited in the mail. Such notices can be sent at the address set forth in the Account or to [email protected]. Email notices are effective only if the sender receives confirmation of receipt from the recipient.
- Neither party will be liable to the other for any delay or failure to perform any obligation under these Terms (except for a failure to pay money) if the delay or failure is directly attributable to unforeseen events that occur after these Terms becoming effective and that are beyond the reasonable control of such party (each, a “Force Majeure Event”), such as a strike, blockade, war, pandemic, act of terrorism, riot, natural disaster, failure or diminishment of power or data or telecommunications networks or services.
- The parties to these Terms are independent contractors. There is no relationship of partnership, joint venture, employment, franchise, or agency between the parties. Neither party will have the power to bind the other or incur obligations on the other party’s behalf.
- We may use your name and logo on our website and other marketing materials solely to identify you as a customer.