Buyer Terms

PLEASE READ THESE TERMS. YOU ACCEPT THEM BEFORE YOU USE A PORTAL PAGE. IF YOU DO NOT AGREE, DO NOT USE THE PORTAL, AND ASK THE MERCHANT FOR YOUR INVOICE DIRECTLY.

IN SHORT: THE MERCHANT, NOT US, IS RESPONSIBLE FOR YOUR PURCHASE AND YOUR INVOICE. THE PORTAL IS FREE AND PROVIDED "AS IS". CHECK YOUR INVOICE BEFORE YOU USE IT (SECTION 2.6). THE DETAILS THAT YOU ENTER ARE YOUR OWN STATEMENTS (SECTION 3). OUR LIABILITY IS LIMITED (SECTION 8). SECTION 9.1 CONTAINS A JURY TRIAL WAIVER. IF YOU LIVE IN THE UNITED STATES, SECTION 9.2 CONTAINS AN ARBITRATION AGREEMENT AND A CLASS ACTION WAIVER, WITH A RIGHT TO OPT OUT OF ARBITRATION. IF YOU ARE A CONSUMER, YOUR MANDATORY RIGHTS STAY (SECTION 9.3).

These Buyer Terms are an agreement between you and Latent Software LLC, a Wyoming limited liability company, 30 N Gould St, Ste N, Sheridan, WY 82801, United States ("we," "us" or "our"). They govern your use of the InvoiceCow portal pages (the "Portal"), where you find your purchases from a merchant, add or change your billing details, and download your invoices.

1. WHO IS WHO

1.1 You deal with the merchant

You bought from the merchant whose name is on the Portal page and on your invoice (the "Merchant"). The Merchant is the seller and the issuer of your invoice. We are not. We provide the software that the Merchant uses to issue its invoices and to run the Portal. We are not a party to your purchase, and we did not sell you anything. The content of your invoice is the Merchant's responsibility. We provide the Portal functions that these Buyer Terms describe. We do not take on the Merchant's obligations as seller, and we give no tax advice. Our responsibility for the Portal is subject to Sections 7 and 8 and to your mandatory rights.

1.2 Questions about your purchase

Ask the Merchant about your purchase, its price, its refund, the tax that was charged, and the content, the correction or the validity of your invoice. We cannot decide those questions, and we may refer you to the Merchant.

1.3 Who "you" is

"You" means the person who uses the Portal. If you enter the details of a company or another organization, you confirm that you may ask for an invoice for it, and these Buyer Terms bind that organization too if you have the authority to act for it. You do not take on the organization's obligations personally only because you act for it.

1.4 Which invoices the Portal covers

The Portal shows the invoices and credit notes that the Merchant issued through InvoiceCow. If a payment provider or a platform issued your invoice (for example Stripe, or a platform that sold to you as the seller, such as Paddle), that issuer's own process applies to it, and the Portal does not replace, correct or credit it.

2. USING THE PORTAL

2.1 Access

You enter the email address that you used for the purchase, and we send a link to that address. The link works once and expires. You may use the Portal only for purchases made by you, or by the organization that you act for, with an email address that you control. Do not share or forward a link.

2.2 What you can do

Through the Portal, you can see your purchases from the Merchant, add or change your billing details (such as a company name, an address, a country, a tax or VAT identifier, a purchase order number, a cost centre and the language of the invoice), preview an invoice and download it.

2.3 How changes work

Before anyone downloads, sends or exports an invoice, and before a credit note is issued for it, a change of your details updates it in place under the same number. After that, a change of your details produces a credit note that cancels the invoice and a new invoice that replaces it, both issued in the Merchant's name. This is the default method of the software, not a statement about the rules of any country; where the Service applies a verified correction method for the Merchant's country, it uses that method instead. Where a refund has already been recorded, the credit note and the new invoice take it into account and do not credit it twice. The earlier invoices and credit notes stay on record. A request that changes an amount or the tax treatment goes to the Merchant, who decides. Any refund is made by the Merchant, through its payment provider. We never move money.

2.4 Tax

The tax on your invoice is the tax that the Merchant or its payment provider charged. Adding a VAT or tax identifier after payment does not change that tax. If you think that the tax treatment is wrong, ask the Merchant.

2.5 Checks of tax identifiers

The Portal may check the format of a tax identifier and may check an EU VAT number against the European Commission's VIES service. These checks are information only. A positive result does not confirm that you may use the identifier, or that any tax treatment applies to you.

2.6 Check your invoice before you use it

Before you use an invoice for a deduction, a refund, an expense claim, a payment, a filing or any other purpose, check that it is correct and complete for that purpose. If it is not, ask the Merchant to correct it. Whether an authority accepts an invoice, or allows a deduction or a refund, is a matter between you, the Merchant and that authority. Keep your own copies of your invoices; the Portal is not an archive for you.

3. YOUR STATEMENTS

3.1 What you confirm

Each time you submit or change details in the Portal, you confirm that:

(a) the details are true, accurate and complete;

(b) you are the buyer of the purchase, or you have the authority to act for the organization whose details you enter;

(d) the invoice will reflect a purchase that you, or that organization, actually made; and

(e) you will use the invoice only for lawful purposes.

3.2 False information

False or misleading information can be fraud, and it can lead to civil and criminal liability. Examples are an invoice in the name of a company that did not buy, a VAT identifier that is not yours, or an invoice for a false expense claim or a false tax claim.

3.3 Records

We keep a record of your details, of each change, of each confirmation and of each download, with the time, the IP address, the browser and, for your acceptance of these Buyer Terms and each confirmation, an approximate location derived from the IP address. We may give these records to the Merchant, and to courts, authorities and law enforcement where the law requires it, or where the disclosure is necessary and proportionate and our Privacy Policy names a legal basis for it, including to investigate fraud.

3.4 Who may rely on your statements

We and the Merchant may rely on your statements in Section 3.1, without checking them. An invoice that the Merchant issues or replaces because of your details reflects your statements.

4. WHAT YOU MAY NOT DO

You may not:

(a) get, or try to get, an invoice for a purchase that you or your organization did not make;

(b) enter an email address that is not yours, or try to find out which email addresses bought from a merchant;

(d) scrape, crawl or bulk-extract the Portal, or use automated means to access it;

(e) get around a rate limit, a link expiry or any other control of the Portal;

(f) use the Portal to send spam, to phish or to harm the Portal or its users; or

(g) use the Portal in breach of any law.

We may block your access, refuse a change or report misuse to the Merchant and to the authorities.

5. YOUR DATA

5.1 For the Merchant

We process your details for the Merchant, as its service provider (its "processor"), to issue and show your invoices and to run the Portal. The Merchant decides why your data is processed, and its privacy notice applies. To use your privacy rights about your purchase or your invoice, write to the Merchant. If you write to us, we will pass your request to the Merchant.

5.2 For us

For the records of your acceptance of these Buyer Terms and of your confirmations under Section 3, for the security of the Portal (for example, rate limits and the prevention of fraud and misuse), and for the records that we need to establish, exercise or defend our own legal claims, we decide how your data is processed. Our Privacy Policy explains it, and you can write to us about it at [email protected].

5.3 Retention

Invoices and their records are kept for the period that the Merchant's records need, which in the Service is normally ten years from issue. See the Privacy Policy.

6. LICENCE

We give you a limited, personal, non-exclusive, non-transferable and revocable licence to use the Portal to obtain your invoices, as these Buyer Terms allow. We keep all other rights in the Portal. Your invoices are the Merchant's documents, issued to you.

7. NO ADVICE; NO WARRANTY

We give no tax, legal or accounting advice. Nothing in the Portal is advice. We do not check the content of your invoice, and we do not promise that your invoice is correct, complete, timely or legally sufficient, that it meets any law, or that any person or authority will accept it or allow a deduction or a refund on it. Ask the Merchant, or a professional, if you need advice.

THE PORTAL IS FREE AND IS PROVIDED "AS IS" AND "AS AVAILABLE". TO THE FULLEST EXTENT THE LAW ALLOWS, WE DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, COMPLETENESS, COMPLIANCE WITH ANY LAW AND NON-INFRINGEMENT. We do not promise that the Portal will be available, will be free of errors, will deliver each email or link, or will keep any data for you. Outages, lost emails, wrong or late VIES results and other technical issues, and the acts of the Merchant and of other third parties, are at your risk, subject to Sections 8.2, 8.3 and 8.6. Keep your own copies of your invoices.

8. LIABILITY

8.1 Limits

TO THE FULLEST EXTENT THE LAW ALLOWS:

(a) WE ARE NOT LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, FOR ANY LOSS OF PROFITS, REVENUE, DATA OR TAX BENEFITS (SUCH AS A DENIED DEDUCTION, REFUND OR CREDIT), FOR ANY TAX, PENALTY, INTEREST OR FINE, OR FOR THE FEES OF ACCOUNTANTS, TAX ADVISERS OR LAWYERS, UNDER ANY THEORY OF LIABILITY, INCLUDING NEGLIGENCE; and

(b) OUR TOTAL AGGREGATE LIABILITY TO YOU, AND TO ANY ORGANIZATION THAT YOU ACT FOR, FOR ALL CLAIMS TOGETHER ABOUT THE PORTAL OR THESE BUYER TERMS WILL NOT EXCEED ONE HUNDRED UNITED STATES DOLLARS (USD 100).

8.2 What these limits do not cover

Section 8.1 does not limit or exclude liability for fraud, for intent or willful or wanton misconduct, for gross negligence where you are a consumer or where the applicable law does not allow a contract to limit liability for it, for death or personal injury caused by negligence, under mandatory product liability law, or any other liability that the applicable law does not allow a contract to limit or exclude. For that liability, the limits do not apply. For all other liability, they remain fully in effect.

8.3 German law, and other consumers in the European Economic Area

German law. Where German law applies to the limitation of our liability, Section 8.1 does not apply, and the liability that Section 8.2 preserves stays unlimited. We are liable without limit for intent and for gross negligence. For a slightly negligent breach of an essential obligation (an obligation whose performance makes the proper performance of these Buyer Terms possible, and on whose performance you may regularly rely), our liability is limited to the damage that is typical of this contract and that was foreseeable when you accepted these Buyer Terms. We are not liable for any other slightly negligent breach of duty.

Other consumers in the European Economic Area. If you are a consumer who lives in the European Economic Area and the paragraph above does not apply, Section 8.1 does not apply to you, and the applicable law determines our liability. We do not take on the Merchant's obligations as seller, and we do not become responsible only because a claim concerns an invoice that you obtained through the Portal.

8.4 Your claims against the Merchant

These Buyer Terms do not affect any right that you have against the Merchant about your purchase or your invoice.

8.5 Your responsibility

You are responsible, under the applicable law, for the loss that you cause by entering details that you know, or should know, are materially false, or by misusing the Portal. If you are a consumer, no duty to indemnify us applies to you, and you are not responsible for loss that our fault causes. If you act for a business, the next paragraph governs that business's indemnity, including its express allocation of contributing ordinary negligence.

If you act for a business, that business (and not you personally) will defend, indemnify and hold harmless Latent Software LLC and its members, managers, officers, employees and agents, to the extent the law allows, against the claims, losses, penalties and costs (including reasonable attorneys' fees) that the Merchant, an authority or any other third party asserts, and that result from false or misleading details that it or its people entered, from misuse of the Portal, or from a breach of these Buyer Terms, even where the ordinary negligence of one of those persons (such as not detecting the false details) contributed to them, but not to the extent that our fraud, intent, willful or wanton misconduct or gross negligence caused them. Where German law applies to this indemnity, it covers only claims that the business's culpable breach caused, and not loss that our own fault caused.

8.6 Every exclusion is subject to Sections 8.2 and 8.3

Every disclaimer, exclusion, limitation and release in these Buyer Terms, including Sections 7 and 8.7, is subject to Sections 8.2 and 8.3. If you are a consumer, Section 7 does not limit your statutory rights about the conformity of the Portal.

8.7 Claims about your purchase belong to the Merchant

Claims about your purchase, its price, its refund, the tax charged, the content of your invoice, a correction or a replacement, and the Merchant's use of your data, are claims against the Merchant. If you act for a business, that business releases Latent Software LLC and its members, managers, officers, employees and agents from those claims, known or unknown, to the extent the law allows, and waives California Civil Code Section 1542 for this release if it applies. It reads: "A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party." If you are a consumer, you give no release; we are still not responsible for the acts of the Merchant (Section 1.1).

8.8 Only Latent Software LLC is responsible

To the extent the law allows, no member, manager, officer, employee or agent of Latent Software LLC is personally liable to you for anything about the Portal or these Buyer Terms, and you will bring any claim only against Latent Software LLC. This Section is subject to Sections 8.2 and 8.3, and each of these persons may enforce it.

8.9 Time limit for businesses

If you act for a business, to the extent the law allows, a claim of that business about the Portal or these Buyer Terms must be started within one year after it knew, or should reasonably have known, of the facts that give rise to it, or it is barred. This does not apply to liability under Sections 8.2 and 8.3, or to a claim that the law does not allow a contract to shorten.

9. DISPUTES AND GOVERNING LAW

9.1 Governing law and courts

Wyoming law governs these Buyer Terms, without regard to its conflict-of-laws rules. Subject to Sections 9.2 and 9.3, the state and federal courts for Sheridan County, Wyoming have exclusive jurisdiction. IN A PROCEEDING IN A COURT WHOSE APPLICABLE LAW ALLOWS A PRE-DISPUTE CONTRACTUAL JURY WAIVER, YOU AND WE EACH KNOWINGLY AND VOLUNTARILY WAIVE TRIAL BY JURY, TO THE EXTENT THAT LAW ALLOWS. This waiver does not apply in a California state court, or in any other court whose procedural law prohibits it. It does not widen the scope of arbitration.

9.2 Arbitration and class action waiver (United States)

This Section 9.2 applies only if you live in the United States.

(a) Talk first. Before you start a proceeding, write to [email protected] with a description of the dispute. We will both try in good faith to settle it for at least 30 days. The time limit in Section 8.9 is suspended from our receipt of your notice until those 30 days end. Neither of us must delay a filing that is needed to preserve a claim or to obtain urgent relief; that party may ask for a stay while the talks continue.

(b) Arbitration. If we cannot settle, any dispute between you and us that arises out of or relates to these Buyer Terms or the Portal will be resolved by binding arbitration on an individual basis. The American Arbitration Association administers it under its Consumer Arbitration Rules where you are a consumer, and otherwise under its Commercial Arbitration Rules. The AAA's rules govern fees. If the arbitration fees that you must pay would prevent your effective access to arbitration under the applicable law, we pay or advance the part of them that is necessary to prevent that result, including fees due before an arbitrator is appointed; you may ask the AAA for that relief and, where the law allows, a court. The arbitrator may make a final allocation only as the applicable law allows. This does not require us to pay your lawyers or other costs, unless the applicable law or the AAA's rules require it. One arbitrator decides, in English. Hearings are by videoconference by default, or in the county where you live. If 25 or more similar demands are filed against us by claimants that the same or coordinated counsel represents, the AAA's Mass Arbitration Supplementary Rules and fee schedule then in effect apply, and every limitation period is tolled for a claim from the date it is queued or batched under those rules until it is opened. The Federal Arbitration Act governs this Section 9.2. A court may enter judgment on the award.

(c) Class action waiver. YOU AND WE EACH MAY BRING CLAIMS ONLY IN AN INDIVIDUAL CAPACITY, AND NOT IN A CLASS, COLLECTIVE OR REPRESENTATIVE PROCEEDING, IN ARBITRATION AND, TO THE EXTENT THE LAW ALLOWS, IN COURT. If a court finds this waiver unenforceable for a claim, that claim (and only that claim) goes to the courts in Section 9.1. Nothing in this agreement waives a non-waivable right to public injunctive relief. The restrictions on representative proceedings and on relief that benefits persons other than the claimant do not prohibit that relief, and the arbitrator may award it where lawful. If the applicable law requires a court to decide the claim for that relief, that claim alone goes to a court of competent jurisdiction, and the other arbitrable claims stay in arbitration. The court decides whether a stay is lawful and appropriate; nothing in this agreement prevents an application for interim relief that is needed to preserve that right.

(d) Small claims. Either of us may bring an individual claim in a small claims court.

(e) Protected persons. The persons that Section 8.8 protects are intended third-party beneficiaries of this Section 9.2 for claims about their work for Latent Software LLC, with the same exceptions, opt-out and protections.

(f) Opt out. You may opt out of this Section 9.2 by writing to [email protected] within 30 days after you first accept these Buyer Terms, with your name, your email address and a statement that you opt out. Opting out does not affect the class action waiver in paragraph (c), which then applies in court to the extent the law allows, or the jury waiver in Section 9.1.

9.3 Consumers

If you are a consumer, nothing in these Buyer Terms removes the protection of the mandatory law of your country of residence, or your right to sue in its courts. If you live in the European Economic Area, the United Kingdom or Switzerland and you are a consumer, Sections 9.1 (as to the courts) and 9.2 do not apply to you: you may sue us in the courts of your country of residence or in Wyoming, and we may sue you only in the courts of your country of residence.

10. GENERAL

10.1 Changes

We may offer revised Buyer Terms for your express acceptance. They apply from your acceptance, and they do not change a claim that arose before it. Until you accept, your existing agreement continues. If we decide to end your access under that agreement, Section 10.2 governs the notice and the grounds; during any notice period that it requires, you may still obtain your existing invoices under the earlier terms.

10.2 Ending your use

You may stop using the Portal at any time. We may suspend or end your access, or the Portal, at any time and for any reason, without liability to you, for example if you break these Buyer Terms, if we suspect misuse, or if the Merchant stops using the Service. If you are a consumer, or German law applies to the ending of this agreement, we may end your access on reasonable notice; we restrict it at once only as far as reasonably needed to address unlawful use, a material security risk or another urgent lawful ground; we end it without notice only where sufficiently serious grounds, considering all the circumstances and the interests of both parties, make it unreasonable to continue; and for a remediable breach we first give a reasonable chance to remedy it or a warning, unless the applicable law allows an immediate ending. If we end the Merchant's use of the Service, or the Portal, for our own reasons, or discontinue the Service, the Portal stays open for at least 30 days after the Portal page tells you that it will close, so that you can download the invoices already issued; during that period it takes no new details. If the Merchant ends its use of the Service, lawfully instructs us to delete its data, or we lose the right to process the data for it, we may not lawfully keep the Portal open, so it may close at once; the Portal page then tells you to ask the Merchant for your invoices. The same applies where we act because of the Merchant's serious breach or unlawful conduct, or a risk of fraud, unlawful use or harm to security. Ending your access does not remove rights that arose before it, or rights that Sections 8.2, 8.3 and 9.3 preserve. You can always ask the Merchant for your invoice directly. Sections 2.6, 3, 5, 7, 8, 9 and 10 survive.

10.3 Other terms

If a court finds a provision unenforceable, the rest stays in force, and the provision stays in force for every other claim and every other person. Where the applicable law allows it, the provision applies to the maximum extent that the law allows; for a limitation, an exclusion, an indemnity or a release, that means the most protective version that the law allows, not its deletion. Where the applicable law does not allow a court to reduce a standard term to its permitted extent (as under German law), the provision is ineffective to the extent that the law requires, and the statutory rule takes its place. Nothing in these Buyer Terms excludes a right that the law does not allow a contract to exclude. These Buyer Terms give no rights to any person who is not a party, except the Merchant under Section 3.4 and the persons named in Sections 8.5, 8.7 and 8.8. We write them in English, and if we give a translation, the English text controls, except where the law that protects you as a consumer requires that the version given to you applies.

10.4 No reliance; force majeure

These Buyer Terms are the whole agreement between you and us about the Portal, except for statements or rights that the applicable law makes binding despite this clause. If you act for a business, that business agrees, to the extent the law allows, that statements outside these Buyer Terms are not part of its agreement and that it did not rely on them. This does not exclude liability for fraud, and it does not ask a consumer to admit anything or to give up a right about a misleading statement. Where German law applies, this paragraph identifies the documents of the agreement only: it is not an admission of non-reliance, it does not change the burden of proof, it does not exclude responsibility for an actionable statement before the contract, and it does not override an individually agreed term. We are not liable for a failure or a delay that an event beyond our reasonable control causes, including a failure of a hosting, network or email provider, of the VIES service or of the internet, or a cyberattack. This paragraph is subject to Sections 8.2, 8.3 and 8.6.

10.5 Contact

Latent Software LLC 30 N Gould St, Ste N Sheridan, WY 82801 United States

Questions about the Portal: [email protected] Privacy: [email protected] Legal notices: [email protected]

For questions about your purchase or your invoice, contact the Merchant.