This agreement (the "Agreement") is between you and Maxyfi. It is a legal document that governs your access to, and use of, Maxyfi"s online service for receiving and paying invoices from your suppliers (the "Service"). In this Agreement, the terms:
"Maxyfi", "we", "us" and "our" refer to Maxyfi Corporation, a corporation with its principal place of business at LLC1, East Erie Street, Suite 525-4595, Chicago, IL 60611; and "you" and "your" refer to the business entity (whether in the form of a corporation, partnership, sole proprietorship, unincorporated association or other entity that carries on business) on behalf of which you are using the Service.
By registering to use the Service you agree to be bound by the terms and conditions of this Agreement. If you do not agree to be bound by this Agreement you must not use or access the Service. When you register to use the Service you are asked to confirm that you have read and agree to this Agreement. Notwithstanding the foregoing, Maxyfi reserves the right to reject any registration for any reason. Unless explicitly stated otherwise, any new features or products that change, augment or enhance the current Service shall be subject to this Agreement.
Maxyfi may, from time to time, need to update or revise certain provisions of this Agreement. This Agreement will be updated on our website and posted at the time of publication. Changes will be effective upon posting of the revised version of the Agreement (or such later effective date as may be specified at the top of the revised Agreement). In the case of material revisions, we will notify you via the Service and/or by email to the email address in your Registration Data. You must stop using the Service immediately if you do not agree to the changes or to any terms in this Agreement.
"Electronic Channel" means any telecommunication or electronic transmission method which may be used in connection with our Services, including computer, internet, network, telephone, mobile phone, smart phone, SWIFT, email, facsimile or bank wire.
"Electronic Communication" means any statement, information, disclosure, notice, request, agreement, consent or other communication sent, received or accepted using an Electronic Channel.
By registering to use the Service, you understand that we may communicate with you, by Electronic Communication, regarding the Service, including but not limited to: (i) notices about your use of the Service, including any notices concerning violations of use; (ii) updates; and (iii) promotional information and materials regarding Maxyfi"s products and services, via electronic mail. We give you the opportunity to opt-out of receiving promotional electronic mail from us by following the opt-out instructions provided in the message.
Any Electronic Communication that we receive from you, or in your name, or purporting to be from you or in your name or any other person on your behalf in connection with our Services, will be considered to be duly authorized by and enforceable against you. Maxyfi will be authorized to rely and act on any such Electronic Communication.
To the extent that the Service contains content and information from third party providers and/or links to their websites ("Third Party Content"), such content is not under the control of Maxyfi and Maxyfi is not responsible for such content, including, without limitation, any link contained in such content, or any changes or updates to such content. Maxyfi is providing such Third Party Content to you only as a convenience, and the inclusion of such content does not imply endorsement by Maxyfi of such content or the affiliate. You may be subject to additional and/or different terms, conditions, and privacy policies when you use third party services, content, software, or sites. Maxyfi does reserve the right to remove content that, in Maxfyi"s judgment, does not meet its standards, but Maxyfi is not responsible for any failure or delay in removing such material. Maxyfi is not and will not be responsible for (i) the terms and conditions of any transaction between you and any third party, (ii) any insufficiency of or problems with any such third party"s background, insurance, credit or licensing, or (iii) the quality of services performed by any such third party or any other legal liability arising out of or related to the performance of such services. In the event that you have a dispute with any such third party, you release Maxyfi (and its affiliates, suppliers, agents and employees) from any and all claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes.
"Maxyfi", and all related logos, marks and trade names relating to the Service are either trade-marks or registered trade-marks of Maxyfi and our subsidiaries and affiliates. The Service, related software and source code and all content (other than your data and information) are the exclusive property of Maxyfi, our subsidiaries, affiliates and licensors, and are protected by International copyright and other intellectual property laws.
You may not sell, rent, lease, copy, alter, reproduce, redistribute, reverse engineer, modify, decompile or otherwise derive the source code or architecture of, nor create derivative works from or use the Service or any of the content (except as set out in Section 7). We reserve all rights not granted under this Agreement. Any reproduction, modification or redistribution of the software is expressly prohibited, and may result in severe civil and criminal penalties.
Maxyfi"s software, its structure, sequence and organization and source code are considered trade secrets of Maxyfi, its affiliates or its suppliers and are protected by trade secret laws.. Without Maxyfi"s prior permission, you agree not to display or use in any manner, any of Maxyfi"s trademarks, whether registered or not.
If your head office is in the United States, Maxyfi grants you a limited, non-exclusive, non-transferable, non-sub-licensable license to use the Service in the United States while the Agreement is in effect.
Your use of the Service is subject always to the terms of this Agreement. To the extent that the Service includes materials that are downloaded to a server, computer, device or other platform, you must comply with the reasonable implementation and use requirements provided by Maxyfi. This license is revocable upon termination or expiration of this Agreement and when the Service is discontinued.
However, (i) such license is subject to all obligations and restrictions imposed on you in this Agreement; (ii) such license extends only to your use of the Service solely to perform the functions specified and in compliance therewith; (iii) such license extends only to your employees, agents and contractors, but only to the extent that such employees, agents and contractors use the Services solely for the purposes permitted under this Agreement, and (iv) at all times you shall treat the Service, related software and source code and all content (other than your data) as Maxyfi"s confidential information.
Maxyfi and our subsidiaries and affiliates require the use of your Registration Data to provide the Service. Therefore, by providing your Registration Data to Maxyfi, you grant Maxyfi and our subsidiaries and affiliates a worldwide, non-exclusive, transferable and sublicensable, fully paid up, royalty-free license, while the Agreement is in effect, to use, transmit, communicate by telecommunication, display, publish, reproduce, distribute, modify, and create derivative works from your Registration Data solely in connection with providing and to the extent necessary to provide the Service to you.
You agree to indemnify, defend, and hold harmless Maxyfi, its employees, members, directors, managers, officers or agents from and against any loss, liability, damage, penalty or expense (including attorneys" fees, expert witness fees and cost of defense) they may suffer or incur as a result of (i) any claim by you for reimbursement of a pre-authorized debit initiated by Maxyfi pursuant an AutoPay arrangement made by a supplier on your behalf if you have not given us notice that you do not agree to use AutoPay, (ii) any failure by you or any of your employees, agents or subcontractors to comply with the terms of this Agreement; (iii) any warranty or representation made by you being false or misleading; (iv) any representation or warranty made by you or any of your employees, agents or subcontractors to any third person other than as specifically authorized by this Agreement, (v) negligence of you or any of your employees, agents or subcontractors, or (vi) any alleged or actual violations by you or any of your employees, agents or subcontractors of any payment card association rules, governmental laws, regulations or rules.
Maxyfi reserves the right at anytime 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 Maxyfi shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Service.
The Company reserves the right to modify any plans, subscription fees, payment, cancellation, and refund policies at any time by amending these Terms.
In the event of any change in the subscription fees and if you're accounted to pay higher fees, we'll notify you through email. If you do not agree with such changes, you can always raise your concern to us.
1. It is possible for you to cancel your use of the Service at any time. Any payments in progress or outstanding invoices from any of your suppliers will not be affected by your cancellation.
2. You agree that your right to cancel your use of the Service shall be your sole right and remedy if you object to:
(i) any term of this Agreement or Maxyfi"s enforcement or application of any such term;
(iii) the content available through the Service or any change in content provided through the Service; or
(iv) the amount or type of fees, surcharges, applicable taxes, billing methods, or any change to the fees, applicable taxes, surcharges or billing methods.
You can easily cancel your subscription at any time. There are no cancellation fees, though no refunds are provided.
Except as set out in Section 12(b), the rights, remedies, and powers provided to a party under this Agreement are cumulative and in addition to, and are not exclusive of or in substitution for, any rights, remedies, and powers otherwise available to that party.
Except as otherwise specified in this Agreement, all notices, permissions and approvals hereunder shall be in writing and shall be deemed to have been given upon: (i) personal delivery, (ii) the second business day after mailing, (iii) the second business day after sending by confirmed facsimile, or (iv) the first business day after sending by email (provided email shall not be sufficient for notices of termination or an indemnifiable claim.
If there is any inconsistency between the terms of this Agreement and those in the Pad Agreement or in any document entered into or delivered under this Agreement, the terms of this Agreement will prevail.
Even if any term of this Agreement is invalid or unenforceable, its validity or enforceability will not be affected or limited in any way.
No term or condition of this Agreement may be waived unless both parties sign a written waiver.
"Force Majeure" means any act, occurrence, condition, or event beyond the control of a party that materially affects the performance of that party"s obligations under this Agreement that could not reasonably have been foreseen or provided against, including such events as fires, power or equipment failures, labor strife, civil unrest, non-performance of our vendors or our suppliers and acts of God, but not including general economic conditions.
Neither party handles damage caused by delay or the failure to perform any of its obligations under this Agreement when the delay or failure is the result of Force Majeure. If a party contends that any of its obligations is suspended by reason of Force Majeure, that party must give notice to the other party, providing all necessary details. That party must give a similar notice as promptly as reasonably practicable when Force Majeure has ended.
Without limiting the applicability of other terms and conditions of this Agreement, the terms of this Agreement that, by their nature, are intended to survive any purported or actual termination or expiry of this Agreement will so survive, including but not limited to Section 2 (Use of the Service), 3 (Registration), 4 (Consent to Electronic Communications and Solicitation), 5 (Third Party Content), 6 (Intellectual Property), 7 & 8 (License Grants) 9 (Indemnification), and all additional terms and conditions necessary for the correct interpretation of the foregoing.
Further, all monetary and non-monetary obligations of the parties owing and/or to be performed or discharged prior to the date of termination will survive termination until they have been performed or discharged.
No provision of this Agreement shall be construed against any party merely because that party or counsel drafted or revised the provision in question. All parties have been advised and have had an opportunity to consult with legal counsel of their choosing regarding the force and effect of the terms set forth herein.
Upon written notice to the other party, either party may assign this Agreement to an affiliate or to a buyer of all or substantially all of the shares or assets of the party.
The headings used in this Agreement and its division into articles, sections, schedules, exhibits, appendices, and other subdivisions do not affect its interpretation. Unless the context requires otherwise, words importing the singular number include the plural and vice versa; words importing gender include all genders.
This Agreement enures to the benefit of and binds the parties and their respective successors and permitted assigns.
This agreement and any related documents will be drawn up in English at the express request of the parties. It is the express intention of the parties that this convention and all documents related to it be written in English.