weintegrate Website Terms of Service

Last Updated on: August 16, 2020

1. Introduction

We Integrate, LLC is a provider of accounting automation and business operations services that synchronize business transactions between disparate applications such as e-commerce and accounting applications.  These Terms of Service contained herein on this webpage, shall govern your use of the website and related services, including all pages within this website and all features of the We Integrate Application (collectively referred to herein below as the "Services"). These Terms of Service apply in full force and effect your use of these Services.  By using these Services, you expressly accept and agree to be bound by all terms and conditions contained herein in full.

As used in these Terms of Service, "we", "us" and "We Integrate" means We Integrate, and "you" and "your" means the person who registers to use the Services, and, where the context permits, includes any entity on whose behalf that person registers to use the Services.

We Integrate reserves the right to update and change the Terms of Service at any time without notice.  Any new features or tools, including but not limited to enhancements, upgrades and new capabilities, shall also be subject to the Terms of Service.  You can review the most current version of the Terms of Service at any time via /terms

You must read, agree with and accept all of the terms and conditions contained or expressly referenced in these Terms of Service before you may sign up for a We Integrate Account or use any of the Services.

2. Use of Services

We Integrate grants you a non-exclusive, non-transferable right to access and use the Services in accordance with your subscription type, limited by and subject to this Agreement.  You must only use the Services and Website for your own lawful internal business purposes, in accordance with these Terms of Service and any notice sent by We Integrate or condition posted on the Website.  You may use the Services and Website on behalf of others or in order to provide services to others but if you do so you must ensure that you are authorized to do so and that all persons for whom or to whom services are provided comply with and accept all terms of the Terms of Service that apply to you.

To access and use the Services you must register for a We Integrate Account (the "Account") providing all information on the registration form that is deemed a requirement for registering for an Account.  We Integrate may reject your request for an Account, or cancel an existing Account, for any reason, in our sole discretion.

To access and use the Services you confirm and acknowledge:

  1. You must be at least 18 years of age
  2. You are using the Services for the purpose of conducting business activity and not for any personal, household or family reasons
  3. You are responsible for keeping your password secure.  We Integrate shall not be liable for any loss or damage from your failure to maintain the security of your Account and your password
  4. You are responsible for all content and activity in connection with your Account ("Materials")
  5. A breach or violation of any term in the Terms of Service, as determined in the sole discretion of We Integrate, may result in the immediate termination of your Account as it relates to the Services

You may not use the Services for any illegal or unauthorized purpose nor may you, in the use of the Services, violate any laws in your jurisdiction (including but not limited to copyright laws), or the laws applicable to you in your customer's jurisdiction.  You shall comply with all applicable laws, rules and regulations in your use of the Services and your performance of obligations under the Terms of Service.

As a condition of these Terms of Service, you may use any communication tools available through the Website (such as any forum, chat room or message center), and you agree only to use such communication tools for lawful and legitimate purposes.  You must not use any such communication tool for posting or disseminating any material unrelated to the use of the Services, including but not limited to: offers of goods or services for sale, unsolicited commercial email, files that may damage any other person's computing devices or software, content that may be offensive to any other users of the Services or the Website, or material in violation of any law (including material that is protected by copyright or trade secrets which you do not have the right to use).

When you make any communication on the Website, you represent that you are permitted to make such communication.  We Integrate is under no obligation to ensure that the communications on the Website are legitimate or that they are related only to the use of the Services.  As with any other web-based forum, you must exercise caution when using the communication tools available on the Website.  However We Integrate does reserve the right to remove any communication at any time in its sole discretion.

3. Beta Services

From time to time, We Integrate may, in its sole discretion, invite you to use, on a trial basis, pre-release or beta features that are in development and not yet available to all merchants ("Beta Services").  Beta Services may be subject to additional terms and conditions, which We Integrate will provide to you prior to your use of the Beta Services.  Such Beta Services and all associated conversations and materials relating thereto will be considered We Integrate Confidential Information and subject to the confidentiality provisions in the Terms of Service.  Without limiting the generality of the foregoing, you agree that you will not make any public statements or otherwise disclose your participation in the Beta Services without We Integrate's prior written consent.  We Integrate makes no representations or warranties that the Beta Services will function.  We Integrate may discontinue the Beta Services at any time in its sole discretion.  We Integrate will have no liability for any harm or damage arising out of or in connection with a Beta Service.  The Beta Services may not work in the same way as a final version.  We Integrate may change or not release a final or commercial version of a Beta Service in our sole discretion.

4. Payment and Fees

You will pay the Fees applicable to your subscription of the Services ("Subscription Fees") and any other applicable fees, jointly and collectively referred to as the "Fees".

You must keep a valid payment method on file related to the Services to pay for all incurred and recurring Fees.  We Integrate will charge applicable Fees to any valid payment method that you authorize ("Authorized Payment Method"), and We Integrate will continue to charge the Authorized Payment Method for applicable Fees until the Services are terminated, and any and all outstanding Fees have been paid in full.  Unless otherwise indicated, all Fees and other charges are in US Dollars, and all payments shall be in US Currency.

Subscription Fees are paid in advance and will be billed in 30 day intervals (each such date, a "Billing Date").  Additional Fees will be charged from time to time at We Integrate's discretion.  You will be charged on each Billing Date for all outstanding Fees that have not previously been charged, including any balances that remain past due.  Fees will appear on an invoice, which will be sent to the Account Owner via the email stored in your Account profile.  Users shall have two (2) weeks to dispute and settle any issues with the billing of Subscription Fees, after which all fees are accepted by you.

If we are not able to process payment of Fees using an Authorized Payment Method, we will make a second attempt to process payment using any Authorized Payment Method 3 days later.  If the second attempt is not successful, we will make a final attempt 3 days following the second attempt.  If our final attempt is not successful, we may suspend and revoke access to your Account and the Services.  Your Account will be reactivated upon your payment of any outstanding Fees, plus the Fees applicable to your next billing cycle.  You may not be able to access your Account nor will your integrations synchronize during any period of suspension.  If the outstanding Fees remain unpaid for 60 days following the date of suspension, We Integrate reserves the right to terminate your Account.

All Fees are exclusive of applicable federal, provincial, state, local or other governmental sales, goods and services, harmonized or other taxes, fees or charges now in force or enacted in the future ("Taxes").

You are responsible for all applicable Taxes that arise from or as a result of your subscription to or purchase of the Services.  To the extent that We Integrate charges the Taxes, they are calculated using the tax rates that apply based on the billing address you provide to us.  Such amounts are in addition to the Fees for such Services and will be billed to your Authorized Payment Method.  If you are exempt from payment of such Taxes, you must provide us with evidence of your exemption, which in some jurisdictions includes an original certificate that satisfies applicable legal requirements attesting to the tax-exempt status.  Tax exemption will only apply from and after the date we receive evidence satisfactory to We Integrate of your exemption.  If you are not charged Taxes by We Integrate, you are responsible for determining if Taxes are payable, and if so, self-remitting Taxes to the appropriate tax authorities in your jurisdiction.

For the avoidance of doubt, all sums payable by you to We Integrate under these Terms of Service shall be paid free and clear of any deductions or withholdings whatsoever.  Other than Taxes charged by We Integrate to you and remitted to the appropriate tax authorities on your behalf, any deductions or withholdings that are required by law shall be borne by you and paid separately to the relevant taxation authority.  We Integrate shall be entitled to charge the full amount of Fees stipulated under these Terms of Service to your Authorized Payment Method ignoring any such deduction or withholding that may be required.

You must maintain an accurate location in the administration menu of your Account so that taxes can be properly determined.  If you change jurisdictions you must promptly update your location in the administration menu.

Note that We Integrate does not provide refunds under any circumstances.

5. Modifications to the Services and Fees

Prices for using the Services are subject to change upon 30 days' notice from We Integrate.  Such notice may be provided at any time by posting the changes to the We Integrate Site (weintegrate.co) or the administration menu of the Services via a notification.

We Integrate reserves the right at any time, and from time to time, to modify or discontinue, the Services (or any part thereof) with or without notice (unless otherwise required by applicable law).

We Integrate shall not be liable to you or to any third party for any modification, price change, suspension or discontinuance of the Services.

6. Intellectual Property Rights

The parties agree that We Integrate shall exclusively own and retain all Intellectual Property Rights in and to the "We Integrate IP", as defined as (i) the Services, (ii) all works of authorship, programs, code, processes, tools, reports, manuals, supporting materials, drawings, diagrams, flowcharts, and concepts, any of which existed prior to the Last Update Date of these Terms of Service, whether created by or for We Integrate ("Pre-Existing Materials"), including but not limited to We Integrate's business, templates, documents, materials, technology, trademarks, software, source code, website(s), modifications, updates and enhancements, and (iii) any and all works of authorship, programs, code, processes, tools, reports, manuals, supporting materials, drawings, diagrams, flowcharts, and concepts that Customer or We Integrate develops during the term of the Terms of Service that are derived from or related to the Services or Pre-Existing Materials.  To the extent We Integrate is not automatically deemed to be the author, inventor or owner of any We Integrate IP, Customer agrees to assign and hereby assigns, all right, title and interest it may have in any We Integrate IP to We Integrate, and agrees to execute all documents necessary to effect We Integrate's full ownership in and to all We Integrate IP.  Customer appoints We Integrate its attorney in fact to execute such documents.  This appointment is coupled with an interest and is therefore irrevocable.  The term "Intellectual Property Rights" means copyrights, trademarks, service marks, patents, applications and registration for each of the preceding, trade secrets, moral rights, contractual rights of non-disclosure and/or any other intellectual property or proprietary rights, however arising, throughout the world.

We Integrate grants Customer a non-exclusive, non-transferable, limited license to use the We Integrate IP in accordance with the terms of the Terms of Service, and only for the purpose of utilizing the Services.

Except as otherwise expressly provided in the Terms of Service, no other license or right shall be deemed granted or implied with respect to the We Integrate IP.  Except as otherwise expressly allowed in the Terms of Service, Customer shall not (i) use, distribute, sell, sublicense or disclose any of the We Integrate IP without written authorization of We Integrate; or (ii) reproduce, modify, prepare derivatives of, reverse assemble, reverse compile or otherwise reverse engineer the We Integrate IP.

Nothing herein will be construed as granting Customer, by implication, estoppel or otherwise, any license or other right to any Intellectual Property Rights of We Integrate or its licensors except for the rights and license expressly granted herein.  We Integrate and its licensors retain all rights not so granted.

Customer acknowledges and agrees that the source code of the Services constitutes both "Confidential Information" and "We Integrate IP," as defined in the Terms of Service.  Subject to the limited license granted to Customer by We Integrate under the Terms of Service, We Integrate reserves all of its right, title and interest in the Services and any and all Intellectual Property Rights (as defined in the Terms of Service) in or in connection with the Services and Website.  We Integrate retains exclusive editorial control over the Services and Website, and may make administrative or operational decisions it deems necessary or helpful in the normal course of business.

Title to, and all Intellectual Property Rights in the Data remain your property.  However, your access to the Data is contingent on full payment of the Fees when due.  You grant We Integrate a license to use, copy, transmit, store and back-up your information and Data for the purposes of enabling you to access and use the Services and for any other purpose related to provision of Services to you.

You must maintain copies of all Data inputted into the Services.  We Integrate adheres to its best practice policies and procedures to prevent data loss, including a daily system data back-up regime, but does not make any guarantees that there will be no loss of Data.  We Integrate expressly excludes liability for any loss of Data no matter how caused.

If you enable third-party applications for use in conjunction with the Services, you acknowledge that We Integrate may allow the providers of those third-party applications to access your data as required for the interoperation of such third-party applications with the Services.  We Integrate shall not be responsible for any disclosure, modification or deletion of your data resulting from any such access by third-party application providers.

7. Confidentiality

As used herein, the term "Confidential Information" shall mean all proprietary or non-public information disclosed hereunder, whether written or oral, that is designated as confidential or that, given the nature of the information or the circumstances surrounding its disclosure, reasonably should be considered as confidential.  Confidential Information shall include We Integrate IP, Customer Materials and other information deemed proprietary or confidential by the party disclosing the Confidential Information (the "Disclosing Party"), and all record-bearing media containing or disclosing such information.

A party receiving Confidential Information ("Receiving Party") shall not directly or indirectly, at any time, without the prior written consent of the Disclosing Party, use or disclose the Confidential Information or any part thereof in a manner detrimental to the Disclosing Party or for any use other than necessary for the performance of Receiving Party's obligations under the Terms of Service.  The Receiving Party shall be responsible for any breach of the Terms of Service by its employees and/or agents and by any other person to whom the Receiving Party has disclosed the Confidential Information to the same extent that the Receiving Party would be responsible to the Disclosing Party if the Receiving Party had breached the Terms of Service.  Receiving Party agrees to and shall take all reasonable steps to protect the confidentiality of the Confidential Information.

The term Confidential Information does not include information which:

  1. Has been or becomes published and publicly available or is now, or in the future, in the public domain without breach of the Terms of Service or breach of a similar terms of service by a third-party;
  2. Prior to disclosure hereunder, is properly within the legitimate possession of the Receiving Party which can be verified;
  3. Subsequent to disclosure hereunder, is lawfully received from a third-party having rights therein without restriction of third-party's or the Receiving Party's rights to disseminate the information and without notice of any restriction against its further disclosure; or
  4. Is independently developed by the Receiving Party through persons who have not had, either directly or indirectly, access to or knowledge of such Confidential Information which can be verified.
  5. Is disclosed pursuant to a requirement of a governmental entity or the disclosure of which is required by law.

If Receiving Party is requested by a court, governmental entity or through legal process to disclose any Confidential Information, it will promptly notify the Disclosing Party to permit the Disclosing Party to seek a protective order or take other appropriate action.  Receiving Party will also cooperate in Disclosing Party's efforts to obtain a protective order or other reasonable assurance that confidential treatment will be afforded the Confidential Information as is required by law to be disclosed and the Receiving Party will use its best efforts to obtain confidential treatment therefore.

Confidential Information shall not, without the prior written consent of the Disclosing Party, be disclosed to any person or entity other than employees, Representatives or agents of the Receiving Party who need to know the Confidential Information and in those instances only to the extent justifiable by that need.  The Receiving Party shall use reasonable efforts to ensure that all such entities and personnel comply with the terms of the Terms of Service.  The Receiving Party shall be responsible for any unlawful disclosure of the Disclosing Party's Confidential Information by the Receiving Party's employees, Representatives and/or agents and by any other person to whom the Receiving Party has disclosed the Confidential Information, to the same extent that the Receiving Party would be responsible to the Disclosing Party under the Terms of Service.

  1. Receiving Party agrees to and shall take all reasonable steps to protect the confidentiality of the Confidential Information.
  2. Receiving Party acknowledges that, as between the parties, the Confidential Information is the exclusive property of and belongs solely to the Disclosing Party and shall not claim otherwise for any purpose.
  3. The Receiving Party will return all Confidential Information in written or electronic form, including any copies made, to the disclosing party, upon termination of the Services or at the Disclosing Party's request (provided that We Integrate will not request the return of Confidential Information during the Terms of Service that would impede Customer's use of the Services), whichever first occurs.
  4. In addition to any other rights and remedies available to Disclosing Party hereunder or at law, Receiving Party acknowledges and agrees that due to the nature of the Confidential Information its confidentiality obligations to the Disclosing Party hereunder are of a unique character and agrees that any breach of such obligations may result in irreparable and continuing damage to Disclosing Party for which there may be no adequate remedy in damages.  Notwithstanding anything to the contrary in the Terms of Service, Disclosing Party will be authorized and entitled to seek injunctive relief, without the necessity of posting a bond or other security, even if otherwise normally required, and/or a decree for specific performance, and such further relief as may be proper from a court with competent jurisdiction.

8. Restrictions

You are expressly and emphatically restricted from all of the following:

  1. publishing any Services or Website material in any media;
  2. selling, sublicensing and/or otherwise commercializing any Services or Website material;
  3. publicly performing and/or showing any Services or Website material;
  4. using the Services or Website in any way that is, or may be, damaging to the Services or Website;
  5. using the Service or Website in any way that impacts user access to the Services or Website;
  6. using the Services or Website contrary to applicable laws and regulations, or in a way that causes, or may cause, harm to the Services or Website, or to any person or business entity;
  7. engaging in any data mining, data harvesting, data extracting or any other similar activity in relation to the Services or Website, or while using the Services or Website;
  8. using the Services or Website to engage in any advertising or marketing;

Certain areas of the Services and Website are restricted from access by you, and We Integrate may further restrict access by you to any areas of the Services and Website, at any time, in its sole and absolute discretion. Any user ID and password you may have for the Services and Website are confidential and you must maintain confidentiality of such information.

9. No Warranties

By using the Services, you agree that use of the Services is solely at your own risk.  The Services are provided as an "as is" and "as available" basis.  You agree that your use of the Services is solely and entirely at your own risk.  Furthermore, We Integrate does not warrant that the Services are free from bugs, errors, viruses or other program limitations including but not limited to that We Integrate does not warrant the Services will meet your requirements or that it will be suitable for your needs.  We Integrate does not warrant access to the Internet or to any other services or content through the Services.

Additionally, nothing contained via the Services or on this Website shall be construed as providing consult or advice to you.

10. Limitation of Liability

In no event shall We Integrate, nor any of its officers, directors and employees, be liable to you for anything arising out of or in any way connected with your use of the Services or Website, whether such liability is under contract, tort or otherwise, and We Integrate, including its officers, directors and employees shall not be liable for any indirect, consequential or special liability arising out of or in any way related to your use of the Services or Website.

Neither Party shall be liable to the other Party for any technical malfunction, telecommunication or internet outages or problems, computer error, corruption or loss of information beyond such Party's control or any Acts of God, nature or terror.

If you suffer loss or damage as a result of We Integrate's negligence or failure to comply with these Terms, any claim by you against We Integrate arising from We Integrate's negligence or failure will be limited in respect to any one incident, or series of connected incidents, to the Fees paid by you in the previous 12 months.

If you are not satisfied with the Services, your sole and exclusive remedy is to terminate these Terms in accordance with Clause 11.

11. Cancellation and Termination

You may cancel your Account and terminate the Terms of Service at any time by contacting We Integrate Support and then following the specific instructions indicated to you in our response.

Upon termination of the Services by either party for any reason (i) We Integrate will cease providing you with the Services and you will no longer be permitted to access your Account; (ii) unless otherwise provided in the Terms of Service, you will not be entitled to any refunds of any Fees, pro rata or otherwise; and (iii) any outstanding balance owed to We Integrate for your use of the Services through the effective date of such termination will immediately become due and payable in full.

If at the date of termination of the Services, there are any outstanding Fees owing by you, you will receive one final invoice via email.   Once that invoice has been paid in full, you will not be charged again.

We reserve the right to modify or terminate the Services, the Terms of Service and/or your Account for any reason, without notice at any time (unless otherwise required by applicable law).  Termination of the Terms of Service shall be without prejudice to any rights or obligations which arose prior to the date of termination.

Fraud: Without limiting any other remedies, We Integrate may suspend or terminate your Account if we suspect that you (by conviction, settlement, insurance or escrow investigation, or otherwise) have engaged in fraudulent activity in connection with the use of the Services.

Trial Policy: When you first sign up for access to the Services you can evaluate the Services under the defined trial usage conditions, with no obligation to continue to use the Services.  If you choose to continue using the Services thereafter, you will be billed from the day you first added your billing details into the Services.  Between the date of the end of your trial period and the date when you first add billing details into the Services, you may not have access to the Services and your Data.

Prepaid Subscriptions: We Integrate will not provide any refund for any remaining prepaid period for a prepaid Fees subscription.

No-fault termination: The Terms of Service will continue for the period covered by the Fees paid or payable under clause 4.  At the end of each billing period these Terms of Service will automatically continue for another period of the same duration as that period, provided you continue to pay the prescribed Fees when due, unless either party terminates these Terms of Service by giving notice to the other party at least 30 days before the end of the relevant payment period.  If you terminate these Terms of Service you shall be liable to pay all relevant Fees on a pro-rata basis for each day of the then current period up to and including the day of termination of these Terms of Service.

Breach:  If you

  1. Breach any of these Terms (including, without limitation, by non-payment of any Fees) and do not remedy the breach within 14 days after receiving notice of the breach if the breach is capable of being remedied.
  2. Breach any of these Terms of Service and the breach is not capable of being remedied (which includes (without limitation) any breach of clause 4 or any payment of Fees that are more than 30 days overdue), or
  3. You or your business become insolvent or your business goes into liquidation or has a receiver or manager or administrator appointed of any of its assets or if you become insolvent, or make any arrangement with your creditors, or become subject to any similar insolvency event in any jurisdiction.

We Integrate may take any or all of the following actions, at its sole discretion:

  1. Terminate your use of the Services and the Website
  2. Suspend for any definite or indefinite period of time, your use of the Services and the Website;
  3. Suspend or terminate access to all or any Data
  4. Take either of the actions in sub-clauses (a), (b) and (c) of this section in respect of any or all other persons whom you have authorized to have access to your information or Data.

For the avoidance of doubt, if payment of any invoice for Fees due in relation to any of your Billing Contacts, Billing Plans or any of Your Organizations (as defined at clause 4) is not made in full by the relevant due date, We Integrate may suspend or terminate your use of the Services, the authority for all or any of Your Organizations to use the Services, or your rights of access to all or any Data.

Accrued Rights: Termination of these Terms of Service is without prejudice to any rights and obligations of the parties accrued up to an including the date of termination.  On termination of the Services you will:

  1. Remain liable for any accrued charges and amounts which become due for payment before or after termination; and
  2. Immediately cease to use the Services and the Website

Clauses 3, 4, 6, 7, 9, 10, 11, 12, 13, 15, 16, 17, 18 and 19 survive the expiry or termination of these Terms of Service.

12. Feedback and Reviews

We Integrate welcomes any ideas and/or suggestions regarding improvements or additions to the Services.  Under no circumstances shall any disclosure of any idea, suggestion or related material or any review of the Services, Third Party Services or any Third Party Provider (collectively "Feedback") to We Integrate be subject to any obligation of confidentiality or expectation of compensation.  By submitting Feedback to We Integrate (whether submitted directly to We Integrate or posted on any We Integrate hosted forum or page), you waive any and all rights in the Feedback and that We Integrate is free to implement and use the Feedback if desired, as provided by you or as modified by We Integrate, without obtaining permission or license from you or from any third party.  Any reviews of a Third Party Service or Third Party Provider that you submit to We Integrate must be accurate to the best of your knowledge, and must not be illegal, obscene, threatening, defamatory, invasive of privacy, infringing of intellectual property rights, or otherwise injurious to third parties or objectionable. We Integrate reserves the right (but not the obligation) to remove or edit Feedback of Third Party Services or Third Party Providers, but does not regularly inspect posted Feedback.

13. Indemnification

You hereby indemnify to the fullest extent We Integrate from and against any and all liabilities, claims, costs, demands, causes of action, damages and expenses (including reasonable attorney's fees) arising out of or in any way related to your breach of any of the provisions of these Terms of Service, including but not limited to any costs and claims related to the recovery of any Fees that are due but have not been paid by you.

14. Severability

If any provision of these Terms of Service is found to be unenforceable or invalid under any applicable law, such unenforceability or invalidity shall not render these Terms of Service unenforceable or invalid as a whole, and such provisions shall be deleted without affecting the remaining provisions herein.

15. Notices

Any notice given under these Terms of Service by either party to the other must be in writing by email and will be deemed to have been given on transmission.  Notices to We Integrate must be sent to compliance@weintegrate.co or any other email address notified by email to you by We Integrate.  Notices to you will be sent to the email address you have stored in your Account profile.

16. Variation of Terms

We Integrate is permitted to revise these Terms of Service at any time as it sees fit, and by using this Website you are expected to review such Terms of Service on a regular basis to ensure you understand all terms and conditions governing use of these Services and Website.

17. Assignment

We Integrate shall be permitted to assign, transfer, and subcontract its rights and/or obligations under these Terms of Service without any notification or consent required. However, you shall not be permitted to assign, transfer, or subcontract any of your rights and/or obligations under these Terms of Service.

18. Entire Agreement

These Terms of Service, including any legal notices and disclaimers contained on the Services and Website, constitute the entire agreement between We Integrate and you in relation to your use of the Services and Website, and supersede all prior agreements and understandings with respect to the same.

19. Governing Law & Jurisdiction

These Terms of Service will be governed by and construed in accordance with the laws of the State of New York, and you submit to the non-exclusive jurisdiction of the state and federal courts located in New York for the resolution of any disputes.