ExpenseCloud - Termsofuse

Date Last Revised: June 19, 2010

Terms of Use

THIS IS A LEGAL AGREEMENT BETWEEN YOU AND APP7, INC, DOING BUSINESS AS EXPENSECLOUD. BY USING THE SERVICE, YOU SIGNIFY YOUR AGREEMENT WITH THE TERMS AND CONDITIONS CONTAINED IN THIS AGREEMENT. ANY REFERENCE TO "EXPENSECLOUD" IN THIS AGREEMENT INCLUDES ANY DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, OWNERS, AGENTS, LICENSORS OR LICENSEES OF EXPENSECLOUD. AS USED IN THIS AGREEMENT, THE WORDS "YOU" AND "YOUR" REFER TO YOU AS THE PARTY AGREEING TO THE TERMS AND CONDITIONS TO USE THE SERVICE; THE WORDS "WE", "US", "OUR" AND ANY OTHER VARIATION THEREOF REFER TO EXPENSECLOUD.

1. ACCEPTANCE OF TERMS

EXPENSECLOUD PROVIDES ITS SERVICE TO YOU, SUBJECT TO THE FOLLOWING AGREEMENT, WHICH MAY BE UPDATED BY US FROM TIME TO TIME. THIS AGREEMENT CONSTITUTES THE ENTIRE AGREEMENT BETWEEN YOU AND EXPENSECLOUD AND SUPERSEDES ALL OTHER AGREEMENTS OR UNDERSTANDING, WRITTEN OR ORAL, REGARDING THIS SERVICE. YOU AGREE THAT EXPENSECLOUD DOES NOT NEED TO NOTIFY YOU OF ANY CHANGES TO THIS AGREEMENT. YOU CAN REVIEW THE MOST CURRENT VERSION OF THE AGREEMENT ONLINE AT ANY TIME.

2. DESCRIPTION OF SERVICE

The Service allows individuals and small businesses the ability to capture, track, share and submit expense reports derived from their business expenditures. (collectively, the "Service"). Based on such information, the Service may also present information relating to third party products or services. In order to receive the Service, you will need to provide ExpenseCloud your account access information and any information necessary for us to access your accounts with the service providers you choose. You agree that your provision of the account access and/or personal information is your agreement and authorization for ExpenseCloud to serve as your agent to transact with your selected service providers. Further, you warrant that you are authorized to appoint ExpenseCloud as your agent to interact with such service providers. Each time you use the Service, you are appointing ExpenseCloud as your agent to process your request through or with such service providers. ExpenseCloud may also elect to engage with other service providers in order to access your information from certain websites. If you grant access to others, you also explicitly authorize this third party to access and use your personal information on your behalf based on your relationship with that third party. If you are the third party receiving such information, you warrant that you have an established legal relationship to access and use such information.

The service allows you to invite, add or share your personal data with other "Users" you give access too or accept access from. For example you can share your subscription license with other Users by inviting them to your account. You can add Users to your account and automatically them up for the service by entering in a valid email address. In these Terms users of the Site, whether they are Subscribers, Customers, Employees, or casual browsers of the Site, are called "Users". On some pages, you can submit your personal information to other people. For example, if you submit an expense report online and want it sent directly to the recipient, you will need to submit the recipient's email address. You agree that the email address and any information about the User is valid. You agree not upload, post, host, or transmit unsolicited email, SMSs, or "spam" messages.

ExpenseCloud may modify the terms of this Agreement, and may discontinue or revise any or all other aspects of the Service in its sole and absolute discretion and without prior notice.

In order to use the Service, you must obtain access to the Internet, either directly or through devices that access web-based content, and pay any service fees associated with such access. In addition, you must provide all equipment necessary to make such connection to the Internet, including a computer and modem or other access device.

3. PRIVACY POLICY

ExpenseCloud is committed to protecting your privacy. Our use of your personal information is governed by the terms of the ExpenseCloud Privacy Policy. Except as set forth in the Privacy Policy, ExpenseCloud will not sell, exchange, or release your personal information or account access information to a third party without your express permission, unless required by law or court or governmental order. We may, however, share or publicly disclose compiled, aggregated data in a non-personally identifiable manner. ExpenseCloud may contact you regarding account status and other matters relevant to the underlying Service and/or the information collected. ExpenseCloud may also use your account access information for the purpose of maintaining and improving the operation of the Service, as well as providing you with offers targeted toward your usage of the Service. You can cancel your registration with the Service at any time and have your information deleted from our records. ExpenseCloud may retain certain information past cancellation date to meet record retention requirements. This provision and the policies outlined herein do not imply contractual or other legal rights of any other party.

4. MEMBER ACCOUNT, PASSWORD AND SECURITY

You warrant that you are at least eighteen (18) years old, a United States or Canadian Citizen and are responsible for maintaining the confidentiality of your password which, together with your LoginID e-mail address, allows you to access the Service. That Login ID and password, together with any mobile number or other contact information you provide form your "Registration Information."

By providing us with your e-mail address, you agree to receive all required notices electronically, to that e-mail address. It is your responsibility to update or change that address, as appropriate. Notices will be provided in HTML (or, if your system does not support HTML, in plain-text) in the text of the e-mail or through a link to the appropriate page on our site, accessible through any standard, commercially available internet browser.
You agree to: (a) notify us immediately of any unauthorized use of your password or account, or if you believe your password has been lost or stolen or any other breach of security; (b) ensure that you exit and logoff from your account at the end of each session; and (c) accept responsibility for all usage of the Service and any fees associated with use of other services accessed through the Service on your account whether or not authorized by you. ExpenseCloud cannot and will not be liable for any loss or damage arising from your failure to comply with this Section 4.
You, agree to provide true, accurate, current and complete information about yourself and agree to not misrepresent your identity or your account information.

5. ONLINE AND MOBILE ALERTS
Part of ExpenseCloud's "Service" is providing voluntary account-related alerts. Voluntary account alerts may be turned on by default as part of the Service. They may then be customized, deactivated or reactivated by you. These alerts allow you to choose alert messages for your accounts. ExpenseCloud may add new alerts from time to time, or cease to provide certain alerts at any time upon its sole discretion. Each alert has different options available, and you may be asked to select from among these options upon activation of your alerts service.

Electronic alerts will be sent to the email address you have provided as your primary email address or preferred recipient for ExpenseCloud. If your email address or your mobile device’s email address changes, you are responsible for informing us of that change. Changes to your email address or mobile number will apply to all of your alerts.

Because alerts are not encrypted, we will never include your passcode. However, alerts may include your ExpenseCloud.com Login ID and some information about your accounts. Depending upon which alerts you select, information such as an account balance or the due date for your credit card payment may be included. Anyone with access to your email will be able to view the content of these alerts. At any time you may disable future alerts.

6. TERM

This Agreement will be in effect from the date of your completed registration with ExpenseCloud. Either you or ExpenseCloud may terminate this Agreement at any time with or without notice. The provisions and all obligations of and restrictions on you and any user of your account with respect to the Service shall survive any termination of this Agreement. You hereby expressly authorize ExpenseCloud to act as your agent and to process requests for your accounts through or with any service provider for whom you provide us account access information. You authorize ExpenseCloud to legally represent you to your service providers through this interface. You are granting us the legal power of attorney to access your accounts and take whatever actions necessary to provide services under this Agreement.

You agree that ExpenseCloud, in its sole and absolute discretion, may terminate your password, account (or any part thereof) or use of the Service, for any reason, including, without limitation, for lack of use or if ExpenseCloud believes that you have violated or acted inconsistently with the letter or spirit of the Agreement. ExpenseCloud may, also, in its sole and absolute discretion, and at any time, discontinue providing the Service, or any part thereof, with or without notice. You agree that any termination of your access to the Service under any provision of this Agreement may be effected without prior notice, and acknowledge and agree that ExpenseCloud may immediately deactivate or delete your account and all related information and files in your account and/or prohibit any further access to all files or the Service by you. Further, you agree that ExpenseCloud shall not be liable to you or any third party for any termination of your access to the Service.

7. INDEMNITY

You agree to indemnify and hold ExpenseCloud, and its subsidiaries, affiliates, officers, agents, co-branders or other partners, and employees, harmless from any claim or demand, including reasonable attorneys' fees, made by any third party (including but not limited to your service providers) due to or arising out of your use of the Service, your connection to the Service, your violation of the Agreement, or your violation of any rights of another.

8. DISCLAIMER

ExpenseCloud may rely on third party information providers whom ExpenseCloud believes are reliable. Information, data, news and other information contained, accessible or made available through this Site, however, is generated or provided by third parties and ExpenseCloud makes no representation or warranty of any kind whatsoever as to the accuracy, truthfulness, usefulness, timeliness or completeness of any of the content herein or accessible hereby in whole or in part. Further, any information, data, news or other information accessible or made available through this Site may contain errors, defects or be unreliable, and ExpenseCloud makes no effort to review, check or verify any news, data or other information accessible or made available through this Site. ExpenseCloud assumes no responsibility for the accuracy, truthfulness or usefulness of the data, information or other content on this Site or accessible though this Site, and ExpenseCloud shall have no responsibility to correct or update any data, information or content on this Site. You assume full and complete responsibility for reviewing and verifying any and all data, information, and content, including without limitation its usefulness, truthfulness, accuracy, completeness or currency. You are responsible for usefulness or verifying the accuracy, completeness, truthfulness, timeliness, usefulness and value to you to whatever extent you deem necessary, in reliance on other advisers, consultants, experts and resources you deem necessary and you shall indemnify and hold ExpenseCloud, its agents, employees, officers, directors, partners, subsidiaries and affiliates harmless from and against any and all liability, loss, damage, claim, cost, expense, including, without limitation, attorneys and accountants' fees and costs caused by your reliance on any content contained on this Site or accessible or made available through this Site.

THE SERVICE, INFORMATION, DATA, FEATURES AND ALL CONTENT, IS OFFERED AND MADE AVAILABLE HEREIN ON AN “AS IS” BASIS. IN NO EVENT SHALL EXPENSECLOUD BE LIABLE TO YOU, YOUR COMPANY, EMPLOYEES, AGENTS, THIRD PARTIES, ASSOCIATES, PARTNERS, OR ANYONE ELSE FOR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE, OR INDIRECT DAMAGES OF ANY KIND WHATSOEVER, INCLUDING WITHOUT LIMITATION THOSE RESULTING FROM LOSS OR IMPAIRMENT OF USE, DATA, OR PROFITS, YOU OR ANYONE ELSE MAY INCUR RELATING TO YOUR USE OR ACCESS TO THIS SITE, OR THE USE OR ACCESS HERETO BY ANYONE ELSE, EVEN IF ADVISED OF THE POSSIBILITY OF ANY SUCH DAMAGES, AND AS A CONDITION TO USE OR ACCESS ANY SUCH INFORMATION, YOU EXPRESSLY WAIVE ANY AND ALL CLAIMS YOU MAY HAVE OR ASSERT AGAINST EXPENSECLOUD RELATING DIRECTLY OR INDIRECTLY TO ACCESSING OR USING OR RELIANCE UPON ANY SUCH INFORMATION OR DATA BY YOU OR ANYONE ELSE. THE TERM “DAMAGES' AS USED HEREIN INCLUDES, WITHOUT LIMITATION, ANY AND ALL LIABILITY, LOSS, DAMAGE, INJURY, CLAIM, FOUNDED OR UNFOUNDED, EXPENSE, FEE OF ANY KIND, INCLUDING, WITHOUT LIMITATION, ATTORNEYS OR ACCOUNTANTS FEES.

EXPENSECLOUD MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND WHATSOEVER REGARDING ANY CONTENT CONTAINED ON THIS SITE, INCLUDING, WITHOUT LIMITATION, SERVICE, NEWS, DATA, INFORMATION OR CONTENT OF ANY KIND, OF THE USEFULNESS, RELIABILITY, TRUTHFULNESS, ACCURACY, TIMELINESS OR COMPLETENESS TO YOU OR ANYONE ELSE, INCLUDING WITHOUT LIMITATION WARRANTY OF MERCHANTABILITY, WARRANTY OF FITNESS FOR PARTICULAR PURPOSE OR USE, WARRANTY OF NON-INFRINGEMENT, WARRANTY OF TITLE, OR WARRANTY OF ANY KIND.

EXPENSECLOUD MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND THAT THIS SITE OR ANY CONTENT HEREIN OR AVAILABLE FROM OTHER SITES ACCESSIBLE HEREBY, INCLUDING, WITHOUT LIMITATION, SOFTWARE OR FILES ACCESSIBLE OR MADE AVAILABLE FOR DOWNLOAD HEREFROM, ARE FREE OF OR FROM TECHNOLOGICALLY UNSTABLE FILES OR CHARACTERISTICS, OR BUGS, VIRUSES, ERRORS, DEFECTS, PROBLEMS, TROJAN HORSES, WORMS, OTHER LIMITATIONS OR OTHER CODES OR DEFECTS THAT MAY HAVE CONTAMINATING OR DESTRUCTIVE PROPERTIES OR CHARACTERISTICS OR ADVERSE EFFECTS ON YOUR SOFTWARE OR HARDWARE. YOU ASSUME ALL RISKS AND RESPONSIBILITY FOR USE OR RELIANCE UPON THIS SITE OR ANY INFORMATION OR DATA SET FORTH HEREIN.

IF YOU ARE DISSATISFIED WITH THIS SITE OR ANY FEATURES OR INFORMATION HEREIN OR ACCESSIBLE HEREFROM, OR ANY OF THE AGREEMENT, OR OPERATION OF THE SITE OR ANY OF ITS FEATURES, YOUR SOLE REMEDY SHALL BE TO DISCONTINUE USE OF THE SITE AND ITS FEATURES.

9. LIMITATION OF LIABILITY

YOU EXPRESSLY UNDERSTAND AND AGREE THAT EXPENSECLOUD SHALL NOT BE LIABLE FOR ANY DAMAGES, INCLUDING WITHOUT LIMITATION DIRECT OR INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, LOSSES OR EXPENSES (EVEN IF EXPENSECLOUD HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING IN CONNECTION WITH THIS SERVICE OR ANY LINKED SITE OR USE THEREOF OR INABILITY TO USE BY ANY PARTY, OR IN CONNECTION WITH ANY FAILURE OR PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, VIRUS, NETWORK OR SYSTEM FAILURE OR RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE SERVICE; (ii) THE TIMELINESS OR ACCURACY OF SERVICE (iii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICE; (iv) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (v) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; OR (vi) ANY OTHER MATTER RELATING TO THE SERVICE.

In the event that a court should hold that the limitations of liabilities or remedies available as set forth in this Agreement, or any portions thereof, are unenforceable for any reason, or that any of your remedies under this Agreement fail of their essential purpose, you expressly agree that under no circumstances shall ExpenseCloud's total liability to you or any party claiming by, through or under you for any cause whatsoever, and regardless of the form of action, whether in contract or in tort, including negligence or strict liability, in the aggregate, exceed $200 (U.S.). If your Account Login Information is improperly disclosed to a third party without your consent, and this disclosure is the direct result of ExpenseCloud's gross negligence in operating the Service, then you and ExpenseCloud agree that ExpenseCloud's liability for your direct and actual damages in this circumstance shall not, in the aggregate, exceed $200 (U.S.).

10. EXCLUSIONS AND LIMITATIONS

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. IN SUCH STATES LIABILITY IS LIMITED TO THE EXTENT PERMITTED BY LAW. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS OF SECTIONS 7 AND 8 MAY NOT APPLY TO YOU.

11. REMEDIES OF USER

Your sole and exclusive remedy for any failure or non-performance of the Service including any associated software or other materials supplied in connection with the Service shall be for ExpenseCloud to use commercially reasonable efforts to effectuate an adjustment or repair of the Service.

You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or the Agreement must be filed within one (1) year after such claim or cause of action arose or be forever barred.

12. MODIFICATIONS TO SERVICE

ExpenseCloud reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice. You agree that ExpenseCloud shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Service.

13. DEALINGS WITH THIRD PARTIES

Your correspondence or business dealings with, or participation in promotions of, third parties found on or through the Service, including payment and delivery of related goods or services, and any other terms, conditions, warranties or representations associated with these dealings, are solely between you and the third party. You agree that ExpenseCloud shall not be responsible or liable for any loss or damage of any sort incurred as the result of any of these dealings or as the result of the presence of such third party on the Service.

14. NO UNLAWFUL OR PROHIBITED USE

As a condition of your use of the Service, you represent and warrant to ExpenseCloud that you will not use the Service for any purpose that is unlawful or prohibited by this Agreement. You may not use the Service in any manner, which could damage, disable, overburden, or impair the Service. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the Service.

15. OFFERS AND THIRD-PARTY LINKS

The Service will provide links to other web sites and may rely on advertisers to help fund the Service that we offer to our users. In order to continue with the Service, you agree that ExpenseCloud may display advertisements and promotions. You understand that ExpenseCloud may have agreements with websites including revenue sharing from advertising or transactions, and new user bounties. ExpenseCloud does not endorse, warrant or guarantee the products or services available through the advertisers, promotions or savings opportunities (or any other third-party products or services advertised on or linked from our site), and ExpenseCloud is not an agent or broker or otherwise responsible for the activities or policies of those web sites. ExpenseCloud does not guarantee any savings opportunity, coupon, promotion or offer by any particular advertiser or other third party on ExpenseCloud.com are actually the terms that may be offered to you if you pursue the offer or that they are the best terms or lowest price available in the market.

16. INTELLECTUAL PROPERTY

All content on this Service, including, without limitation, any and all materials, information, text, data, contents, names, trade names, trademarks, trade dress, service marks, lay out, logos, designs, images, graphics, illustrations, artwork, icons, photographs, displays, sound, music, video, animation, organization, assembly, arrangement, and all intellectual property of any kind whatsoever, is owned exclusively by ExpenseCloud, or the licensors or suppliers of ExpenseCloud and is protected by U.S. and international copyright and intellectual property laws. All rights are hereby reserved. Without limiting the foregoing, no content on this Service may be copied, reproduced, duplicated, published, or distributed in any form or by any means whatsoever without the express prior written permission of ExpenseCloud or the appropriate licensor or supplier.

17. LICENSE

ExpenseCloud grants you a personal, non-transferable and non-exclusive right and license to use the object code of its software on a single computer and access the Service; provided that you do not (and do not allow any third party to) copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, sublicense, grant a security interest in or otherwise transfer any right in the software. You agree not to modify the software in any manner or form, or to use modified versions of the software, including (without limitation) for the purpose of obtaining unauthorized access to the Service. You agree not to access the Service by any means other than through the interface that is provided by ExpenseCloud for use in accessing the Service.

Any feedback, questions, comments, suggestions, ideas or the like, which you send to ExpenseCloud will be treated as being non-confidential and nonproprietary. ExpenseCloud will also be free to use any ideas, concepts, know-how or techniques contained in all information for any purpose, whatsoever, including, but not limited to, developing, manufacturing and marketing products and services incorporating all information. Any submission to this Service shall be deemed and remain the property of ExpenseCloud. ExpenseCloud shall be free to use, for any purpose, any idea, concepts, know-how or techniques contained in information that you provide to us.

All product and service marks contained on or associated with the Service that are not ExpenseCloud Marks are the trademarks of their respective owners. References to any names, marks, products or services of third parties or hypertext links to third party site or information do not necessarily constitute or imply ExpenseCloud's endorsement, sponsorship or recommendation of the third party, information, product or service.

18. NOTICE

Notices to you may be made via email. The Service may, also, provide notices of changes to this Agreement, the Service or other matters by displaying notices or links to notices generally on this Site.

19. JURISDICTION; GOVERNING LAW

This Agreement shall be deemed and treated as though it were entered into, executed, and performed solely in California, and the laws of the State of California, without regard for conflict of law rules thereof, apply to all matters relating to use of the Service and shall without limitation govern this Agreement. You agree by use of the Service you do hereby submit to jurisdiction of the courts of California with appropriate subject matter jurisdiction and that any conflict brought or filed with respect to use of the Service or concerning this Agreement shall be brought in a court of competent jurisdiction in Los Angeles County, California. In any legal action relating to enforcement or breach of this Agreement, the prevailing party shall be entitled to recovery of costs, fees and expenses of any action, including, without limitation, attorney fees and accounting fees.

20. DELETING YOUR ACCOUNT

If you want to terminate your legal agreement with ExpenseCloud, you may do so by closing your account for the Service.
Please use the directions below to cancel your account:

Send an email from your LoginID e-mail address to support@expensecloud.com with the following subject line - Delete Account
You will be provided with an email confirming your request
Your ExpenseCloud account data will be removed within 48 hours.

21. PAYMENT, REFUNDS, UPGRADING AND DOWNGRADING TERMS

a. A valid credit card is required for paying accounts. Free accounts are not required to provide a credit card number.

b. An upgrade from our Free plan to any paying plan will immediately bill your credit card upon upgrading.

c. The Service is billed in advance on a monthly basis and is non-refundable. There will be no refunds or credits for partial months of service, upgrade/downgrade refunds, or refunds for months unused with an open account. In order to treat everyone equally, no exceptions will be made.

d. All fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties, excluding only United States (federal or state) taxes.

e. For any upgrade or downgrade in plan level, your credit card that you provided will automatically be charged the new rate on your next billing cycle.

f. Downgrading your Service may cause the loss of Content, features, or capacity of your Account. App7 does not accept any liability for such loss.

g. Prices of all Services, including but not limited to monthly subscription plan fees to the Service, are subject to change upon 30 days notice from us. Such notice may be provided at any time by posting the changes to the ExpenseCloud Site or the Service itself.

22. MISCELLANEOUS

This Agreement shall be interpreted according to its fair meaning and shall not be interpreted strictly against or for either party. This Agreement constitutes the entire agreement with respect to the subject matter hereof and supersedes all prior or contemporaneous communications and proposals, whether, electronic, oral or written, between ExpenseCloud and the user of the Service. Headings used herein are for convenience only and shall not limit, control or add to the meaning of any term, provision or condition.

ExpenseCloud may notify the user in writing or electronically either of which shall be deemed fully and completely adequate and effective to notify the user of the contents therein at the time sent to the last address or email address supplied by the user in writing or electronically to ExpenseCloud.