TERMS OF SERVICE
Effective: March 2017
The following sets forth the terms and conditions on which Itemize Corp. provides its services and the terms and conditions on which users agree to use the services. In these Terms of Service, we refer to Itemize Corp., a Delaware corporation, as “Itemize,” “we” or “our” and we refer to a subscriber to our services as “you” or “user.”
Eligibility of Users
You must be of legal age to enter into a binding contract in the place where you live or work. If you are acting on behalf of a company or other entity, you must be authorized to act on behalf of the entity and to bind it to this contract.
When you establish an Itemize account, you must furnish Itemize with an e-mail address. You may also be requested to provide your name and the country in which you reside or work. If you subscribe to Itemize accounting integration or transaction matching services, you will be required to specify the accounting software with which your Itemize account is to be integrated or the commercial bank at which you maintain an account. All of this information must be accurate and complete at all times.
You must live or work in a jurisdiction in which it is not illegal for Itemize to provide its services.
You may not use Itemize services if you are a professional providing accounting, bookkeeping or similar services to unrelated third persons, unless you subscribe to one of Itemize’s special plans available to such professionals.
Itemize provides automated processing services utilizing its proprietary technology that is able to digitally read and store the information contained in digital and conforming paper purchase documents, such as receipts, bills, invoices, hotel folios, purchase orders, shipping notices and reservations. Itemize also provides manual processing services with respect to nonconforming paper purchase documents on a limited basis. Itemize provides reports and data sets to its users in several formats, as requested by a user, as well as marketing materials from time to time and related tools and services. We may sub-contract or delegate the provision of any or all of our services to third persons in our sole discretion. Itemize has entered into a contract with a nationally recognized third party provider of cloud-based storage services and forwards the information that you upload to your Itemize account for storage under this contract.
You may establish an Itemize account in one of several ways. You can access the Itemize SaaS services at https://app.itemize.com/ and follow the prompts provided. You may also download the Itemize iOS App or Android App by going to the App Store or to Google Play.
Itemize provides its services under several plans that provide for different levels of monthly or annual purchase document processing and reporting for different fees. These plans are described at https://www.itemize.com/pricing. The plans under which Itemize services are offered, the features of these plans and the associated fees may change from time to time. These plans, and changes to them (“Plans”), may include terms and conditions that are different from those included in these Terms of Services, and may provide for more limited or additional rights and obligations for users. If there is a manifest conflict between these Terms of Service and any Plan, the Plan will govern and control your use of Itemize services under the Plan. Itemize will post changes on its website in advance of the effectiveness of a change in any Plan. You will be deemed to have agreed to, and will be bound by, any change if you continue to use Itemize services covered by your Plan after a change to the Plan becomes effective.
Itemize provides a service that permits a user to integrate its Itemize account with its account with a provider of accounting software services and permits the transfer of financial data Itemize extracts from the user’s payment documents to the user’s accounting records. However, Itemize is not an accounting service. This Itemize service allows integration only with certain accounting software. Before a user attempts to integrate its Itemize account with a particular accounting software, or attempts to change the accounting software with which its Itemize account is integrated, the user should verify with Itemize that the accounting software is available for integration with its Itemize account.
While we believe that we take reasonable and customary measures to ensure that information stored in users’ accounts is reliable for its intended use, we do not provide any assurances as to the accuracy, correctness or completeness of any data, images, documents or other information (referred to collectively as “information”) that we process from the purchase documents you upload to your Itemize account, that is transferred to your accounting records or that is used to match your credit card or bank records. Further, we have no responsibility for the any errors in your accounting, credit card or bank records, any errors in integrating your information with your accounting records or matching your credit card of bank records, or for any act or omission by Plaid in providing its services. We also disclaim other representations and warranties about the Itemize services as set forth below in the section of these Terms of Service entitled “Disclaimer of Warranties; Limitations on Liability.”
Proprietary Rights of Itemize
The technology, trade secrets, know how and other intellectual property that Itemize uses to provide its services is proprietary. It is owned exclusively by Itemize and protected by applicable law. By establishing an Itemize account or using the Itemize services, you do not acquire any ownership or other interest of any kind in any of this property. However, you are granted a limited, non-exclusive, non-assignable and non-sublicensable license to use the intellectual property solely in connection with your individual use of Itemize services in accordance with these Terms of Service and the terms and conditions of any Plan for which you have subscribed. This license is automatically revoked and terminates when you or we terminate your Itemize services for any reason.
Your Use of the Itemize Services
You may only use the Itemize services in strict compliance with the terms and conditions set forth in these Terms of Service and any Plan to which you have subscribed and in accordance with all laws, rules and regulations of any governmental entity that are applicable to you. You shall be solely responsible for all activities in and transmissions to and from your Itemize account. Itemize shall have no responsibility or liability for any such activity or transmission.
You are solely responsible for the secrecy and for maintaining the confidentiality of your user ID or password. You shall immediately notify Itemize if you become aware of any unauthorized use of your password or Itemize account. Itemize shall not be responsible or liable in any way if you are unable to locate or reset a password.
You are also solely responsible for the information that you upload to your Itemize account. You may only upload to your account information that is relevant to your purchase transactions. All information in your account remains your property and Itemize does not acquire any ownership interest in it, except the limited rights to use it as described in these Terms of Service.
You shall use reasonable efforts to upload to your Itemize account clear images of purchase documents that are legible for Itemize’s machine reading technology. If you attempt to upload to your account an image of a purchase document that is not legible, Itemize may not be able to process the document correctly, or at all. Itemize will have no responsibility or liability for failing to process an illegible purchase document or for processing it inaccurately, incorrectly or incompletely.
You may not upload to your account any document that contains personally identifiable or sensitive information pertaining to you or any other person, such as a driver’s license, passport, social security card, birth certificate, a personal check, a bank or credit card statement or other financial record that contains the bank account name or account number or other personally sensitive information, unless all personally identifiable and sensitive information is first deleted or redacted from the document. You agree that Itemize may delete any information described in this paragraph in its sole discretion, but we shall have no responsibility or liability if we fail to do so.
You also agree that you will not upload to your Itemize account any information relating to your health, medical condition or care, or the health, medical condition or care of anyone else. However, you may upload to your account pharmacy receipts and other purchase documents provided by health care providers as long as an individual cannot be identified therefrom. By uploading such documents, you expressly waive any privacy or other protections afforded under the US Health Insurance Portability and Accountability Act.
You have the right at any time to change or delete any information contained in your account by logging into your account and following the appropriate prompts provided.
You may not, or allow any other person to, upload to your account any information that:
misappropriates, violates or infringes any patent, trademark, copyright or other intellectual or other property right of any third person;
violates, or encourages any conduct that would violate, any applicable law, rule or regulation, promotes illegal or harmful activities or substances or could give rise to civil liability;
is violent or threatens or promotes violence or conduct that would be threatening to any person;
is defamatory, disparaging, abusive or harassing of any person or fraudulent, misleading or deceptive; or
is vulgar, obscene or pornographic.
Itemize may delete any information described in this paragraph in its sole discretion.
Furthermore, you shall not take or engage in, or permit any other person to take or engage in, any action or conduct that does or attempts to:
decipher, decompile, disassemble or reverse engineer the Itemize system or any of our services, or any portion of them;
probe, scan or test the vulnerability of any Itemize system or network or breach or otherwise compromise any of our security or authentication measures;
avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by Itemize to protect Itemize services or information stored by Itemize;
access or search Itemize services or the information stored by Itemize through the use of any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than the software and search engines provided by Itemize or web browsers generally available to the public;
interfere with any other user’s access to our services, whether by sending a virus, overloading, flooding, spamming or mail-bombing, or otherwise;
access the account or information of any other user of Itemize services; or
reproduce, copy, sell, resell, assign, sublicense, create any derivative work or otherwise commercially exploit any of the Itemize services.
You agree that you will not remove, alter, modify or obscure any element, part or feature of any product identification, trademark, service mark, logo or legal notice included in the Itemize services or used by Itemize to market, promote or provide Itemize services. You may not use any Itemize technology, trade secret, know how or other intellectual property, including any trademark, service mark or logo, for any purpose other than in connection with your use of the Itemize services in compliance with these Terms of Service.
You may terminate your account with Itemize at any time for any reason in your discretion by providing notice of termination to Itemize at www.itemize.com/contact or by e-mail to firstname.lastname@example.org. Itemize may terminate your account at any time for any reason in its discretion. Itemize will terminate your account immediately if it determines that you have violated these Terms of Service, if you use your account in violation of any applicable law or if Itemize is required to do so by applicable law. Upon any termination, you must cease all use of our services; however, you will be entitled to access and retrieve any information in your account after termination if and for so long as we continue to offer such access without a fee.
Itemize will no longer bill you after any termination of your account; however, you will be responsible for any fees or other charges you have incurred through the date of termination. You will not be entitled to a refund of any amount you have paid us if the termination occurs in the middle of a monthly or annual payment period.
Notwithstanding any termination of your Itemize account, all of your obligations under these Terms of Service shall survive and remain unaffected, except that you will no longer be obligated for any further fees or other charges that have not accrued as of the date of termination.
Disclaimer of Warranties; Limitations of Liability
Itemize provides its services on an “as is” and “as available” basis and assumes no responsibility or liability for the availability of its services or the timeliness with which services are provided.
Itemize shall in no event be responsible or liable for or as a result of your use or inability to use Itemize services or any information stored by Itemize in your account for any reason, including loss of electric or other power or internet connection, a security breach of your account, governmental intervention or any other matter. Nor are we responsible or liable for the loss, unauthorized use, corruption or lack of accuracy, completeness or correctness of any such information or of any information provided to you by Itemize in rendering Itemize services to you. We are also not responsible or liable for any damage to your computer or other hardware or systems as a result of any download or transfer of information from your account or for any damage, loss, liability, cost or expense you suffer or incur as a result of furnishing to any third person any report or data obtained from our services that is inaccurate, incomplete or incorrect. These limitations of liability apply even if Itemize is negligent.
ITEMIZE DOES NOT MAKE, AND EXPRESSLY DISCLAIMS, ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO THE ITEMIZE SERVICES, INCLUDING ANY REPRESENTATION OR WARRANTY WITH RESPECT TO THE MERCHANTABILITY OF THE SERVICES; THEIR FITNESS FOR ANY PARTICULAR PURPOSE; THAT THE SERVICES WILL BE USEFUL FOR, OR MEET THE REQUIREMENTS OR EXPECTATIONS OF, ANY USER; THAT THE SERVICES WILL BE FREE FROM ERROR OR WILL PRODUCE ACCURATE, COMPLETE OR CORRECT INFORMATION; OR THAT THE USE OF THE SERVICES DOES NOT INFRINGE UPON THE INTELLECTUAL PROPERTY OR OTHER PROPRIETARY RIGHTS OF ANY THIRD PERSON.
Itemize licenses software, tools and other intellectual property from Plaid and other third persons (“Licensors”). The licensed intellectual property may be incorporated into our system and/or used to provide our services. The Licensors do not make, and expressly disclaim, any representation or warranty with respect to such licensed intellectual property or the use of it, or otherwise. As between us and our Licensors, only we have any responsibility to our users under these Terms of Service.
No advice or other information you obtain from Itemize about our services or any other matter, whether orally or in writing, shall constitute a representation or warranty by Itemize unless it is also expressly set forth in these Terms of Service.
IN NO EVENT WILL ITEMIZE BE LIABLE OR RESPONSIBLE FOR ANY EXEMPLARY, INDIRECT, INCIDENTAL, CONSEQUENTIAL (INCLUDING LOST REVENUE, LOST PROFITS, OPPORTUNITY COSTS OR THE COST OF SUBSTITUTE OR REPLACEMENT SERVICES) OR OTHER SPECIAL DAMAGES OR PUNITIVE DAMAGES FOR OR IN RESPECT OF ANY ACT OR OMISSION IN CONNECTION WITH OR RELATING TO THE PROVISION OF ITEMIZE SERVICES, THE FAILURE TO PROVIDE SERVICES, ANY ERROR OR OMISSION IN PROVIDING THE SERVICES, ANY BUGS, VIRUSES, TROJAN HORSES OR THE LIKE (REGARDLESS OF SOURCE) OR ANY OTHER MATTER WHATSOEVER, WHETHER OR NOT ANY SUCH DAMAGES COULD BE FORESEEN AND WHETHER OR NOT ITEMIZE HAS BEEN WARNED THAT SUCH DAMAGES COULD ARISE.
In the event of any breach by Itemize of these Terms of Service with respect to any user, the liability of Itemize to such user for any such breach shall be limited to the amount of fees actually paid to and received by Itemize from such user in the twelve months prior to such breach.
Certain Regulatory Matters
You may not use, export, re-export, import or transfer Itemize Apps except in full compliance with the laws of the United States. The laws of the United States prohibit the export or re-export of the Apps into any country embargoed by the United States, or to any person on the list of Specially Designated Nationals of the US Department of the Treasury or the Denied Person’s List or Entity List of the US Department of Commerce.
If you believe that any information Itemize provides to you infringes any of your copyrights, you should immediately notify Itemize Designated Copyright Agent by e-mail at email@example.com (subject line: “Designated Copyright Agent”) or by mail at Itemize Corp., 307 Seventh Avenue, New York, Suite 2201, New York 10001 (Attention: General Counsel). To be effective, the notice must be physically signed, electronically or manually, by the owner of the copyright claimed to be infringed or by a person authorized to act on its behalf and must contain the following information:
a description of the copyrighted work that you claim has been infringed;
a description of the location in the Itemize services of the claimed infringing material that is reasonably sufficient to enable Itemize to identify and locate the material;
the address, telephone number and e-mail address at which Itemize can contact you;
a statement that you believe in good faith that the use of the material by Itemize has not been authorized by the owner of the copyright, its agent or applicable law; and
a statement under the penalty of perjury that the information provided in the notice is accurate and complete and that you are either the owner of the copyright that is alleged to be infringed or are duly authorized to act by the copyright owner, its agent or applicable law.
Other Miscellaneous Terms of Service
Itemize may amend or otherwise modify any provision of these Terms of Service at any time and from time to time in its sole discretion. Itemize will post on its website any amendment or modification and it shall become effective immediately, provided that Itemize will use reasonable commercial efforts to provide at least five business days’ prior notice of any material amendment or modification either by e-mail to users or by posting the notice on its website. By continuing to use Itemize services after any amendment or other modification becomes effective, you automatically accept and agree to be bound by the amendment or modification and it becomes part of the contract between you and Itemize.
You may notify Itemize for any of the following reasons at firstname.lastname@example.org or by mail at 307 Seventh Avenue, Suite 2201, New York, New York 10001 (to the attention of General Counsel):
to notify Itemize of any unauthorized use of your password or Itemize account;
to ask any questions about these Terms of Service;
to provide any comment or suggestion concerning your account or Itemize services, generally; or
to lodge a complaint about the implementation of these Terms of Service with respect to your account.
Any such notice shall include your exact name and postal or email address.
These Terms of Service shall be governed by, interpreted and enforced in accordance with the laws of the State of New York applicable to contracts made and to be performed entirely in the State of New York, without reference to the principles of conflict of laws of the State of New York. Any dispute that arises under or relates to these Terms of Service (or the breach or alleged breach of these Terms of Service) or Itemize services shall be brought before a State or Federal court located in the City, County and State of New York. You irrevocably and unconditionally agree and submit to the exclusive jurisdiction of any such court for the purpose of resolving any such dispute and agree that you will not in any forum object to such jurisdiction on the grounds that such court is an inconvenient forum, or that there is a more convenient forum, for the resolution of such dispute. YOU FURTHER AGREE THAT YOU WILL NOT REQUEST, AND IRREVOCABLY AND UNCONDITIONALLY WAIVE, ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION, SUIT OR OTHER PROCEEDING TO RESOLVE SUCH DISPUTE.
In any action, suit or other proceeding to interpret or enforce these Terms of Service, the prevailing party shall be entitled to recover its costs and expenses (including reasonable fees and expenses of counsel) in connection with such action, suit or other proceeding and enforcing any judgment or order obtained.
You agree that you will not commence or participate in any claim or claims brought as any type of class, coordinated or aggregated action, suit or other proceeding, or receive or retain, and you irrevocably and unconditionally waive any and all right to, any monetary or other benefit as a result of any such action, suit or proceeding.
If any provision of these Terms of Service is held by a court of competent jurisdiction to be illegal, invalid or otherwise unenforceable as applied to any user in any jurisdiction, the remaining provisions of these Terms of Service shall be unaffected thereby and shall be enforced in accordance with their respective terms; such illegal, invalid or unenforceable provision shall be enforced in accordance with its terms against any user in any jurisdiction as to which or in which such provision is not held to be illegal, invalid or unenforceable; and such illegal, invalid or unenforceable provision shall be modified by such court to the minimum extent possible (by adding or deleting words or phrases, limiting the scope or duration of such provision, substituting therefor another, enforceable, provision or otherwise) so as to be enforceable against such user in such jurisdiction to the maximum extent possible.
You shall indemnify and hold Itemize (and its stockholders, directors, officers and employees) harmless from and against any and all demands, claims, actions, suits or other proceedings (whether based on warranty, contract, tort (including negligence), product liability or any other legal or equitable theory), and any settlement or compromise of any thereof, damages, losses, liabilities, costs and expenses (including fees and expenses of attorneys and other professionals in connection with investigating, prosecuting or defending any such demand, claim, action, suit or other proceeding) that Itemize suffers or incurs as a result of, in connection with or arising out of any breach by you of any provision of these Terms of Service. You shall also indemnify our Licensors with respect to your use of Itemize services. Our Licensors are third party beneficiaries of these Terms of Service and may enforce its provisions directly against you.
These Terms of Service shall inure to the benefit of you and us and our respective successors and permitted assigns. There are no third party beneficiaries of these Terms of Service other our Licensors and the persons you have agreed to indemnify under these Terms of Service.
Neither we nor any Licensor is responsible or liable for events or circumstances beyond its reasonable control.
You may not assign or transfer any rights under these Terms of Service without our express prior written consent, and any such assignment is null and void. We may assign our agreement with you pursuant to these Terms of Service in connection with a merger, consolidation or other business combination to which we are a party or by which our ownership is affected or in connection with the sale of all or substantially all of our business and assets.
The headings of the Sections in these Terms of Service are inserted for convenience of reference only and shall not alter or affect the meaning or interpretation of any provision hereof. Any reference herein to a “Person” shall include natural persons, corporations, limited liability companies, limited liability partnerships, general and limited partnerships, companies, associations, trusts and other entities of any kind or nature. As used herein, the words “including” and “includes” shall mean “including, without limitation,” or “includes, without limitation,” as the case may be, whether or not so expressed. The use of the singular form shall include the plural, and vice versa; the use of a masculine, feminine or neuter pronoun shall refer to any other appropriate pronoun, as the context requires; the word “any” means one or more; and the word “or” shall be read in the conjunctive and the disjunctive. All references in these Terms of Service to “dollars” or “$” shall mean and refer to US dollars.
These Terms of Service express our mutual intent. If any provision of these Terms of Service is deemed to be ambiguous, such provision shall be enforced in accordance with our mutual intent and shall not be construed against either of us because one of us or one of our representative drafted such provision, nor shall any other principle of “strict construction” apply to the interpretation or enforcement of any provision of these Terms of Service.
Additional Terms of Service Applicable to Itemize Team Services
In addition to the foregoing Terms of Service, the following terms of service (the “Additional Terms”) are applicable to Itemize Team Services:
Itemize Team Services permit a user to create an Itemize team account that allows a designated number of the user’s employees and consultants to process their payment documents through the team account. The user pays, in advance, a non-refundable, periodic fee for each team member it designates. A user may increase or decrease the number of team members at any time by logging on to its account and following the appropriate prompts. An increase in the designated number will require the payment of additional periodic fees. A reduction in the designated number will not entitle the user to any refund within its periodic billing cycle.
A user opens a team account by causing its team administrator to log on to https://app.itemize.com, provide an e-mail address and establish a password. By establishing a team account, users automatically agree to the Itemize Terms of Service, including these Additional Terms. Upon opening a team account, the team administrator must provide to Itemize his or her name and email address, designate the number of employees or consultants who will become team members on the account and authorize Itemize to open an account for each designated person.
Team members are invited to open an account with Itemize by their team administrator. To open an account, team members must respond as provided in the invitation. By establishing an account, team members automatically agree to the Itemize Terms of Service in addition to these Additional Terms. Team members may only upload to their accounts payment documents relating to his or her own purchase of goods and services. A team member may not submit any payment document of any other individual.
Team members may access their accounts at any time, but may not terminate their accounts. If a Team member wishes to change or delete any information in his or her account, an appropriate request must be submitted to the team administrator in accordance with procedures established by the administrator. No team member will have access to the accounts of any other member of the same team. The team administrator will at all times have access to the accounts of all team members and will be entitled to deal with the accounts of team members in accordance with any rights and procedures the administrator establishes.
Itemize team services are provided to its users only. Itemize is responsible solely to such users with respect to the provision of team services and has no direct, indirect, express or implied responsibility, obligation or liability or any kind or nature to any team member with respect thereto. Itemize shall have no direct, indirect, express or implied responsibility, obligation or liability of any kind or nature to a team member as a result of any action or inaction by the team administrator with respect to the information in the team member’s account, or otherwise. Team members shall indemnify and hold Itemize (and its stockholders, directors, officers and employees) harmless as and to the same extent that users are obligated to do so under the Terms of Service.
Team services renew automatically from period to period, according to the user’s periodic billing cycle, until terminated by the user or Itemize. A user is responsible for all of the actions of its team members. In addition to any rights Itemize has under the Itemize Terms of Service, Itemize may terminate a team member’s account, or the user’s team account, upon any breach by such team member of these Additional Terms. Upon termination of a team account, team members will no longer be able to access their accounts with Itemize. Itemize will permit a terminated user to retrieve the information in its team account for thirty calendar days after termination. If there is any conflict between these Additional Terms and any other provision of the Itemize Terms of Service, the foregoing Additional Terms shall apply and be controlling.