Last updated: September 9th, 2017
Please read the terms and conditions of this User Agreement carefully. This agreement constitutes a legally binding and enforceable agreement between you and 12th Door Inc., 340 S Lemon Ave #2412 Walnut CA 91789 USA. This Agreement governs the terms and conditions subject to which you may use the Services provided by 12th Door Inc. through the Website and Applications.
The terms and conditions contained herein may be amended from time to time with or without notice to you. Whenever this User Agreement is amended, the revised version of the User Agreement will be posted on our Website and Application and when you click on the ‘User Agreement’ link you will be directed to such revised version of the User Agreement. You should therefore read this User Agreement periodically so as to keep yourself updated with the terms and conditions applicable to the Services in force at any given time. Your acceptance of the terms and conditions includes acceptance of any amendments to such terms and conditions done from time to time.
1.1 The Services
12th Door provides cloud based ‘Software as a Service’ for invoicing and related services aimed at small businesses and individuals.
1.2 Eligibility. To be eligible to use the Services, you must be at least 18 years old.
1.3 Information. In order to open and maintain an Account, you must provide us with correct and up-to-date Information. You will be required to provide this Information at the time you register with us.
(b) Primary e-mail. At the time of registration, you will be required to provide an e-mail address which will function as your primary e-mail address when we communicate with you electronically. It is your responsibility to keep your primary email address up to date and operational at all times. You understand, acknowledge and agree that if we send you an electronic Communication but you do not receive it because your primary email address on file is incorrect, out of date, blocked by your service provider, or you are otherwise unable to receive electronic Communications, we will be deemed to have provided the Communication to you effectively.
1.4 Service plans and fees
In order to use the Services you must sign-up for a Plan, which, at present, consists of a free Plan and paid Plans, which you can select and subscribe to through the Website.
(a) Free Plan: When you subscribe for our free Plan, you become entitled to use the Services coming within such plan for free. You may however use the Services only in accordance with these Terms of Service notwithstanding that the Service is free. The free Plan may not include all the Services available to paying subscribers. You may upgrade to a paid Plan at any time.
We reserve the right to vary, add to, remove or replace some or all of the features of the Services covered by our free Plan. In the case of any such variation, you will be notified in advance.
We also reserve the right to discontinue the free Plan at any stage by giving you not less than sixty (60) days’ notice of such discontinuation. In such event, you will be given the option to upgrade to a paying Plan so as to continue using the Services.
(b) Paid Plans: For and in consideration for the use of the Services made available under any paid Plan, you shall be bound to pay the fees and charges payable for such Services as indicated in the Service Plan to which you have subscribed together with any other fee or charge that 12th Door may at its discretion levy for the Services from time to time and which will be displayed on the Application.
We reserve the right to vary the fees charged by us for the Services from time to time with prior notice to you. The change will apply from the next billing cycle.
Payment for the Services will be through credit card or such other means as indicated on the Website and selected by you when you register for the Services, and you give us the authority to charge you automatically when the relevant fee becomes due. Subscriptions are renewed automatically at the end of the subscription period unless you discontinue the Services, downgrade to a free Plan or terminate your Account before the end of the relevant subscription period.
You may downgrade your Account to the free Plan, in which case you will not be charged commencing the next billing cycle. If you wish to downgrade, you should do so before the expiration of the relevant subscription period in order to avoid your paid subscription being renewed for a further period.
In the event of a downgrade, you will not be entitled to any refund, discount or credit for the unexpired period of your subscription period [if the subscription has been renewed for such period at the time of downgrade].
You may also change your Plan, or modify/vary the Plan by adding to or removing any of the Services subscribed to by clicking on the ‘change Plan’ link in your Account. You will be notified of the changes in fees consequent to any such change or variation, and such new fees will become payable from the next billing cycle.
Payments that have been made by you and processed through the Website and Application will not be refunded under any circumstances.
You can learn more about the fees and charges levied by us, and the currently applicable rates, levies, fees and charges for the Services here.
(a) While we have taken all precautions to ensure that our Application, Website and the Services, are secure and that your information is protected, you acknowledge and agree that you are also responsible for ensuring the security of your Account.
(b) You agree that you will take all measures to keep your password secure and secret at all times, and that you will take all steps to prevent the unauthorised use of your User ID. Protecting your password is your responsibility.
(c) You MUST inform us immediately of any unauthorized access to your Account Profile or any unauthorized transaction or instruction which you know of or if you suspect that someone else knows your Password and/or has access to your Account. Such notification should be provided via email to firstname.lastname@example.org. You will be required in such circumstances to change your Password immediately to a different password that has not been used before.
2.1 Scope of Services. You may use the Services available on the Plan to which you have subscribed. Guidelines, instructions and help for using the Services, Website and Application are available on the Website.
2.2 User content. All content created or generated or stored by you by using the Services belongs to you [subject to any third party rights in respect of such content and/or data or information included in such content], provided always that your ownership over the content does not give you any rights in or to the software and/or Application and/or Services used to create/generate/store such content. Unless specifically permitted by you, your use of the Services does not grant 12th Door the license to use, reproduce, adapt, modify, publish or distribute the content created by you or stored in your user account for 12th Door’s commercial, marketing or any similar purpose. But you grant 12th door permission to access, copy, distribute, store, transmit, reformat, publicly display and publicly perform the content of your user account solely as required for the purpose of providing the Services to you.
2.3 Responsibility for content. You may transmit or publish content created by you using any of the Services or otherwise. However, you shall be solely responsible for such content and the consequences of its transmission or publication. Any content made public will be publicly accessible through the internet and may be crawled and indexed by search engines. You are responsible for ensuring that you do not accidentally make any private content publicly available. Any content that you may receive from other users of the Services, is provided to you AS IS for your information and personal use only and you agree not to use, copy, reproduce, distribute, transmit, broadcast, display, sell, license or otherwise exploit such content for any purpose, without the express written consent of the person who owns the rights to such content. In the course of using any of the Services, if you come across any content with copyright notice(s) or any copy protection feature(s), you agree not to remove such copyright notice(s) or disable such copy protection feature(s) as the case may be. By making any copyrighted/copyrightable content available on any of the Services you affirm that you have the consent, authorization or permission, as the case may be from every person who may claim any rights in such content to make such content available in such manner.
Further, by making any content available in the manner aforementioned, you expressly agree that 12th Door will have the right to block access to or remove such content made available by you if 12th Door receives complaints concerning any illegality or infringement of third party rights in such content. By using any of the Services and transmitting or publishing any content using such Service, you expressly consent to determination of questions of illegality or infringement of third party rights in such content by the agent designated by 12th Door for this purpose.
By using the Services to publish, use or disseminate content, you warrant and undertake that you have the necessary right and authority to so, and that such publication and/or use and/or dissemination will not violate or infringe any third party copyrights or other intellectual property rights in or to the content or any data or information included in the content or breach any non-disclosure obligation. You will indemnify and keep indemnified 12th Door against any claim, loss, damage, suit, prosecution, action or charge arising from a breach of this warranty and undertaking.
2.4 Restrictions on use. You are solely responsible for the contents of your transmissions through the Services. You agree not to use the Services (i) for illegal purposes; (ii) for the transmission of material that is unlawful, defamatory, harassing, libelous, invasive of another’s privacy, abusive, threatening, harmful, vulgar, pornographic, obscene, or is otherwise objectionable, offends religious sentiments, promotes racism, contains viruses or malicious code; ((iii) in a manner that infringes or may infringe intellectual property or other rights of another; (iv) for the transmission of “junk mail”, “spam”, “chain letters”, “phishing” or unsolicited mass distribution of email; (v) in a manner that could damage, compromise, over-burden or otherwise impede the proper functioning of the 12th Door systems, servers or resources. You shall also not use any false identity to mislead any person as to the source of any communication originating from the Services. We reserve the right to terminate your access to the Services and/or suspend and/or cancel your Account if there are reasonable grounds to believe that you have used the Services for any illegal or unauthorized activity or you have otherwise breached these Terms of Service.
2.5 Inactive accounts. We reserve the right to terminate Inactive User Accounts without notice to you. Upon termination, you will be given the opportunity to reactivate your Account with a period of thirty (30) days from the date of termination. Failure to reactivate during such period may result in the permanent deletion of all Information, content and data associated with such Account. We shall not be responsible or liable for any loss of Information, content or data arising from the termination of Inactive User Accounts.
2.6 Beta Services. We may, from time to time, offer Services as Beta Services for testing purposes. Subscription for any Beta Services offered from time to time will not obligate you to subscribe for any paid Service that is subsequently offered pursuant to such Beta Service. We have the sole discretion to decide the period for which any such Beta Service may be available. We shall likewise have the sole discretion and authority to modify, extend, discontinue or suspend any such Beta Service in whole or in part, with or without notice. We shall not be liable to you or any third party for any loss or harm occasioned by the modification, extension, discontinuation or suspension of any Beta Service.
3.1 We reserve the right to modify or withdraw, temporarily or permanently, the Services and/or the Application (or any part thereof) with or without notice to you and you agree and acknowledge that we shall not be liable to you or any third party for any modification to or withdrawal of the Services and/or the Application. We have no obligation to continue producing or releasing updates to or new versions of the Services and/or Applications.
3.2 We do not warrant an error free or uninterrupted performance of the Application and/or the Services and/or any part or feature of the Application or the Services.
3.3 We will use all reasonable endeavours to maintain the Application and the Services and keep same operational so as to provide you with an uninterrupted service. However, there may be situations that render the Application and/or the Services and/or any part or feature thereof temporarily not operational due to reasons beyond our control and/or where we may be compelled to take the Application and/or the Services and/or any part or feature thereof offline and/or interrupt the Services or any part or feature thereof for, inter alia, maintenance, rectification or updating. In such event we will use our best endeavours to keep you informed and updated of the operational status of the Application and the Services so as to minimise any inconvenience to you. However, notwithstanding anything to the contrary contained elsewhere in this Agreement, 12th Door shall not be liable to you and/or any third party for any damages, including lost profits, lost savings or other incidental, consequential or special damages arising from or attributable or incidental to the Application and/or the Services and/or any part or feature of the Application or the Services being offline and/or not operational and/or taken down and/or suspended and/or inaccessible and/or interrupted and/or due to any error in the Application or the Services due to any reason whatsoever even if we had been advised of the possibility of such damages.
4.1 Limitation of liability. IN NO EVENT SHALL WE, OUR PARENT, SUBSIDIARIES AND AFFILIATES, OUR OFFICERS, DIRECTORS, AGENTS, JOINT VENTURES, EMPLOYEES OR SUPPLIERS BE LIABLE FOR LOST PROFITS OR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF DATA OR LOSS OF BUSINESS) ARISING OUT OF OR IN CONNECTION WITH THE APPLICATION, THE SERVICES, OR THIS AGREEMENT (HOWEVER ARISING, INCLUDING NEGLIGENCE) AND ALL SUCH LIABILITY TO YOU OR TOO ANY THIRD PARTY WHATSOEVER IS EXCLUDED TO THE FULLEST EXTENT PERMITTED BY LAW. IN ANY EVENT, AND WITHOUT PREJUDICE TO THE FOREGOING, THE ABSOLUTE MAXIMUM EXTENT OF OUR LIABILITY TOWARDS YOU IN RESPECT OF ANY SERVICE SHALL BE THE FEES PAID BY YOU FOR SUCH SERVICE.
4.2 No Warranty. THE SERVICES ARE PROVIDED “AS IS” AND WITHOUT ANY REPRESENTATION OF WARRANTY, WHETHER EXPRESS, IMPLIED OR STATUTORY. 12th Door, OUR PARENT AND AFFILIATES, OUR OFFICERS, DIRECTORS, AGENTS, JOINT VENTURES, EMPLOYEES AND OUR SUPPLIERS SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
4.3 Indemnification. You agree to defend, indemnify and hold 12th Door, Affiliates and our officers, directors, agents, joint ventures, employees and suppliers harmless from any claim, demand (including reasonable attorneys’ fees), fine, or other liability incurred by any third party due to or arising out of your breach of this Agreement and/or use of the Services.
4.5 Assignment. You may not transfer or assign any rights or obligations you have under this Agreement without 12th Door’s prior written consent. 12th Door reserves the right to transfer or assign this Agreement or any right or obligation under this Agreement at any time.
4.5 No Waiver. Our failure or delay to act with respect to a breach by you or others does not waive our right to act with respect to such breach or any subsequent or similar breaches.
5.1 Trademarks. The 12th Door name, 12th Door logo and all names and logos associated with the Services are trademarks of 12th Door Inc., and you agree that you will not display or use in any manner any such trademarks without the prior express consent of 12th Door Inc.
5.2 Copyrights, patents and design rights. 12th Door Inc. is the owner of all copyrights, patents, design rights and other intellectual property rights in and to the Application, the Services, the Website and all software incorporated therein or associated therewith [subject to any third party rights in any software used in the development of the Application, the Services and the Website. 12th Door hereby grants to you a limited non-exclusive licence in respect of same so as to enable you to use the Application, the Services and the Website Services.
Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination, shall, if the Parties are unable to resolve such dispute through direct negotiations, be referred for final resolution by arbitration by a sole arbitrator. The place of arbitration shall be California, USA.
This Agreement shall be governed by and construed in accordance with the laws of the State of California.