Terms of Service

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1. Introduction

These Terms of Service ("Terms") constitute a legally binding agreement between you ("Client," "you," or "your") and iPendio, Inc., a Delaware corporation with its principal office at 580 Howard Street, Suite 210, San Francisco, CA 94105 ("iPendio," "we," "us," or "our"). By accessing or using the iPendio platform, you accept and agree to be bound by these Terms.

If you are accepting these Terms on behalf of an organization, you represent and warrant that you have the authority to bind that organization. If you do not agree to these Terms, you must not access or use our services.

2. Service Description

iPendio provides a cloud-based Spend Intelligence and Accounts Payable automation platform designed for multi-location businesses. Our services include:

• InvoiceFlow: Automated invoice capture, OCR processing, and 3-way matching against purchase orders and receipts.
• SpendLens: Real-time spend analytics, budget monitoring, and financial reporting dashboards aggregated across all business locations.
• VendorVault: Centralized vendor management, onboarding workflows, compliance tracking, and contract administration.
• PaySync: Configurable payment approval workflows, scheduled payment runs, early-pay optimization, and general ledger reconciliation.

The platform generates transactional notifications (invoice confirmations, payment approvals, budget alerts, security notices) to authorized users. iPendio does not provide marketing email services, newsletter delivery, or promotional communication tools.

3. Eligibility & Access

Our platform is available to businesses operating lawfully in their respective jurisdictions. To use iPendio, you must:

• Be at least 18 years of age or the age of legal majority in your jurisdiction.
• Represent a legitimate business entity with a verifiable identity.
• Provide accurate, current, and complete registration information.
• Maintain the security and confidentiality of your account credentials.

Account access is role-based. Administrators control user invitations, permissions, and access levels within their organization. Each user receives individual credentials and must not share login information.

4. Client Obligations

As a client of iPendio, you agree to:

• Use the platform exclusively for lawful business purposes consistent with its intended function.
• Ensure that all data submitted to the platform (invoices, vendor information, payment instructions) is accurate and that you have authorization to process it.
• Maintain appropriate internal controls over financial data managed through iPendio.
• Promptly report any suspected unauthorized access or security incidents to security@ipendio.com.
• Comply with all applicable laws, regulations, and industry standards relevant to your use of the platform.
• Abide by our Acceptable Use Policy and refrain from activities that could harm the platform, its users, or third parties.

5. Prohibited Uses

You shall not, and shall not permit any third party to, use the iPendio platform for:

• Spam or unsolicited messaging: Sending marketing emails, newsletters, promotional content, or cold outreach through the platform or its notification systems.
• Purchased or rented lists: Using contact lists that were acquired, purchased, rented, or scraped from third-party sources.
• Fraudulent activities: Submitting fabricated invoices, manipulating financial records, or engaging in any deceptive practices.
• Malware distribution: Uploading or transmitting viruses, worms, trojans, or any malicious software through the platform.
• Unauthorized data collection: Scraping, harvesting, or extracting data from the platform beyond what is necessary for your authorized use.
• Illegal content or activities: Any use that violates applicable local, state, federal, or international laws and regulations.
• Reverse engineering: Decompiling, disassembling, or attempting to derive the source code or underlying algorithms of the platform.
• Competitive benchmarking: Using the platform to develop a competing product or service.

Violation of these prohibitions constitutes grounds for immediate account suspension and potential termination.

6. Fees & Payment

iPendio offers subscription-based pricing. Payment terms include:

• Subscription fees are billed monthly or annually, as selected during onboarding, in advance of the service period.
• All fees are stated in U.S. Dollars and are exclusive of applicable taxes.
• Payment is due within 30 days of invoice date, unless otherwise specified in your service agreement.
• Late payments may incur interest at a rate of 1.5% per month or the maximum rate permitted by law, whichever is lower.
• iPendio reserves the right to suspend access to delinquent accounts after providing 15 days' written notice.
• Fee changes will be communicated at least 30 days before the next renewal period.

7. Intellectual Property

All intellectual property rights in the iPendio platform — including software, algorithms, machine learning models, dashboards, documentation, trademarks, and visual elements — are and remain the exclusive property of iPendio, Inc. or its licensors.

You retain ownership of all data you submit to the platform. By using iPendio, you grant us a limited, non-exclusive license to process your data solely for the purpose of delivering the services described in these Terms.

Feedback, suggestions, or feature requests you provide may be incorporated into the platform without obligation or compensation.

8. Confidentiality

Both parties agree to maintain the confidentiality of information exchanged during the course of the service relationship. Confidential information includes, but is not limited to:

• Financial data, invoices, payment records, and vendor information processed through the platform.
• Business strategies, pricing, and proprietary methodologies.
• Technical details about the platform's architecture and security measures.

Confidentiality obligations do not apply to information that is publicly available, independently developed, rightfully received from a third party without restriction, or required to be disclosed by law or regulatory order.

9. Data Protection

iPendio processes personal and financial data in accordance with our Privacy Policy, which forms an integral part of these Terms. Key commitments include:

• We process data exclusively for service delivery, system operation, and legal compliance.
• We never sell, rent, or share personal data with third parties for marketing purposes.
• We implement industry-standard technical and organizational measures to protect data integrity and confidentiality.
• We support data subject rights as mandated by GDPR, CCPA, and other applicable data protection regulations.

10. Service Availability & SLA

iPendio targets 99.9% uptime measured on a monthly basis, excluding planned maintenance. Our SLA commitments include:

• Planned maintenance: Scheduled during off-peak hours (Saturdays 2:00–6:00 AM Pacific Time) with at least 72 hours' advance notice via in-app notification and email.
• Incident response: Critical issues are acknowledged within 30 minutes and updates are provided every 2 hours until resolution.
• Service credits: If monthly uptime falls below 99.9%, clients are eligible for prorated service credits as described in their service agreement.
• Exclusions: Force majeure events, client-side infrastructure issues, or scheduled maintenance windows are excluded from uptime calculations.

11. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:

• iPendio's total cumulative liability arising out of or related to these Terms shall not exceed the fees paid by the client during the twelve (12) months immediately preceding the claim.
• In no event shall iPendio be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, data, business opportunities, or goodwill.
• iPendio is not liable for errors, delays, or losses resulting from inaccurate data submitted by the client, including incorrect invoice amounts, vendor details, or payment instructions.

These limitations apply regardless of the theory of liability (contract, tort, strict liability, or otherwise) and even if iPendio has been advised of the possibility of such damages.

12. Indemnification

You agree to indemnify, defend, and hold harmless iPendio, Inc., its officers, directors, employees, agents, and affiliates from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from:

• Your use of the platform in violation of these Terms or applicable law.
• Content or data you submit to the platform that infringes or violates the rights of any third party.
• Your failure to maintain adequate security controls for your account credentials.
• Any dispute between you and your vendors or business partners arising from the use of iPendio.

13. Termination

Either party may terminate these Terms as follows:

• By client: You may cancel your subscription at any time by providing 30 days' written notice. Access continues until the end of the current billing period.
• By iPendio for convenience: We may discontinue services with 90 days' written notice and a prorated refund for any unused portion of prepaid fees.
• By iPendio for cause: We may suspend or terminate access immediately upon material breach of these Terms, including violations of our Acceptable Use Policy, fraudulent activity, or non-payment exceeding 30 days.

Upon termination, your right to access the platform ceases. We will provide a 30-day data export window following termination. After that window, your data will be securely deleted within 90 days, except where retention is required by law.

14. Dispute Resolution & Governing Law

These Terms are governed by and construed in accordance with the laws of the State of California, without regard to conflict of law principles.

Any dispute arising under these Terms shall first be subject to good-faith negotiation between the parties for a period of 30 days. If negotiation fails, the dispute shall be resolved through binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. The arbitration shall take place in San Francisco, California.

Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent the actual or threatened infringement of intellectual property rights or breach of confidentiality obligations.

15. Contact Information

For questions or concerns regarding these Terms, please contact us:

iPendio, Inc.
580 Howard Street, Suite 210
San Francisco, CA 94105
Email: legal@ipendio.com
Phone: +1 (415) 829-7143

For abuse or policy-related inquiries, contact abuse@ipendio.com. For security concerns, reach us at security@ipendio.com.