Terms of Service

1. Acceptance of Terms

Welcome to ClientPay. By accessing or using our invoicing and payment platform at clientpay.app (the "Service"), you agree to be bound by these Terms of Service ("Terms"). If you do not agree to these Terms, please do not use our Service.

These Terms constitute a legally binding agreement between you and ClientPay ("we," "our," or "us"). We reserve the right to modify these Terms at any time, and your continued use of the Service constitutes acceptance of any changes.

2. Description of Service

ClientPay provides an online platform for businesses to:

• Create and send professional invoices to clients
• Generate estimates and proposals
• Track payment status and manage customer relationships
• Set up recurring invoices and automated reminders
• Provide clients with a payment portal to view and pay invoices
• Accept payments through integrated payment processors

3. Account Registration

To use our Service, you must create an account. You agree to:

• Provide accurate, current, and complete information during registration
• Maintain and promptly update your account information
• Keep your password secure and confidential
• Accept responsibility for all activities that occur under your account
• Notify us immediately of any unauthorized use of your account

You must be at least 18 years old and have the legal authority to enter into these Terms on behalf of yourself or the business entity you represent.

4. Acceptable Use

You agree to use the Service only for lawful purposes and in accordance with these Terms. You agree not to:

• Use the Service for any fraudulent, illegal, or unauthorized purpose
• Send invoices for goods or services that are illegal or violate any applicable laws
• Impersonate any person or entity or misrepresent your affiliation
• Interfere with or disrupt the Service or servers connected to the Service
• Attempt to gain unauthorized access to any part of the Service
• Use the Service to send spam, phishing attempts, or malicious content
• Violate any applicable local, state, national, or international law
• Collect or store personal data about other users without their consent

5. Your Content and Data

You retain ownership of all content and data you submit to the Service, including business information, customer data, and invoice details ("Your Content"). By using the Service, you grant us a limited license to use, store, and process Your Content solely to provide the Service to you.

You are solely responsible for the accuracy, legality, and appropriateness of Your Content. You represent and warrant that you have all necessary rights to submit Your Content and that it does not infringe on any third party's rights.

6. Payment Processing

ClientPay integrates with third-party payment processors to facilitate payments between you and your clients. You acknowledge that:

• Payment processing is subject to the terms and conditions of the payment processor
• We are not responsible for any errors, delays, or issues related to payment processing
• Transaction fees may apply as determined by the payment processor
• You are responsible for complying with all applicable tax laws and regulations

7. Email Communications

By using our Service to send invoices, estimates, and reminders, you agree that:

• You have proper consent to send communications to your clients
• You will comply with all applicable anti-spam laws (including CAN-SPAM, GDPR, CASL)
• You will not use the Service to send unsolicited commercial messages
• You are responsible for the content of all messages sent through the Service

8. Intellectual Property

The Service, including its original content, features, and functionality, is owned by ClientPay and is protected by international copyright, trademark, and other intellectual property laws. Our trademarks and trade dress may not be used in connection with any product or service without our prior written consent.

You may not copy, modify, distribute, sell, or lease any part of our Service, nor may you reverse engineer or attempt to extract the source code of our software.

9. Service Availability

We strive to maintain high availability of the Service, but we do not guarantee uninterrupted access. The Service may be temporarily unavailable due to:

• Scheduled maintenance and updates
• Unplanned technical issues or outages
• Factors beyond our reasonable control

We reserve the right to modify, suspend, or discontinue any part of the Service at any time with or without notice.

10. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, CLIENTPAY SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, USE, OR GOODWILL, ARISING OUT OF OR RELATED TO YOUR USE OF THE SERVICE.

OUR TOTAL LIABILITY FOR ANY CLAIMS ARISING FROM OR RELATED TO THESE TERMS OR THE SERVICE SHALL NOT EXCEED THE AMOUNT YOU PAID US IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

11. Disclaimer of Warranties

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

We do not warrant that the Service will be uninterrupted, error-free, or secure, or that any defects will be corrected.

12. Indemnification

You agree to indemnify, defend, and hold harmless ClientPay and its officers, directors, employees, agents, and affiliates from and against any claims, liabilities, damages, losses, and expenses, including reasonable attorney's fees, arising out of or in any way connected with:

• Your use of the Service
• Your violation of these Terms
• Your violation of any third party's rights
• Any content you submit to the Service

13. Termination

You may terminate your account at any time by contacting us. We may suspend or terminate your access to the Service immediately, without prior notice, if:

• You breach any provision of these Terms
• We are required to do so by law
• We decide to discontinue the Service

Upon termination, your right to use the Service will cease immediately. You may request export of your data prior to termination.

14. Governing Law

These Terms shall be governed by and construed in accordance with the laws of the United States, without regard to its conflict of law provisions. Any disputes arising from these Terms or your use of the Service shall be resolved in the courts located within the United States.

15. Severability

If any provision of these Terms is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary, and the remaining provisions shall continue in full force and effect.

16. Entire Agreement

These Terms, together with our Privacy Policy, constitute the entire agreement between you and ClientPay regarding the Service and supersede all prior agreements and understandings.

17. Contact Us

If you have any questions about these Terms of Service, please contact us at: