Terms of Service
Last Revised: September 24, 2020
Agreement between User and Amalgam Software Inc.
The Amalgam website, (the “Site”) is comprised of various web pages operated by Amalgam Software Inc. (“Amalgam”), including but not limited to the Amalgam App. Amalgam provides the Site to its customers and visitors of this Site (“you,” “your”) conditioned on your acceptance without modification of the terms, conditions, and notices contained herein (the “Terms”).
By using the information, tools, features, software and functionality provided by Amalgam (the “Services”), you agree to be bound by this Agreement, whether you merely browse the site (a “Visitor”), or you have registered for an account with us to use any one of our Services (a “Customer”).
If you are a Customer, you further agree to execute and be bound by Amalgam’s SaaS Agreement, incorporated herein by reference.
These Terms require the use of arbitration on an individual basis to resolve disputes, rather than jury trials or class actions, and also limit the remedies available to you in the event of a dispute.
YOU AGREE THAT BY USING THIS SITE OR THE SERVICES, YOU ARE AT LEAST 18 YEARS OF AGE AND LEGALLY ABLE TO ENTER INTO A CONTRACT.
If you do not agree to the Terms, you must not access or use the Site. You may end your agreement with Amalgam by deactivating your account and discontinuing your use of the Services.
Amalgam reserves the right, in its sole discretion, to change or revise the Terms under which the Site and Services are offered at any time. These changes will not be retroactive and the most current version of the Terms will supersede all previous versions. Amalgam encourages you to periodically review the Terms to stay informed of our updates. New Terms will be indicated by an updated “last revised” date at the top of this page.
For the purposes of the California Consumer Privacy Act (“CCPA”), Amalgam shall be considered a Business and/or Third Party, as applicable. Where Amalgam acts as a Third Party, you represent, warrant and covenant that all Personal Information provided or otherwise made available to Amalgam is done so in compliance with applicable law, and that you have provided all necessary and appropriate notices and opt-outs, and otherwise have all necessary and appropriate rights, to enable Amalgam to (i) share any and all Personal Information you provided with Amalgam Software Inc. and any parent, subsidiary, affiliate, or related company (collectively “Amalgam Entities”); and (ii) use any such Personal Information in connection with any and all of the Amalgam Entities’ internal operations and functions, including, but not limited to, improving Amalgam Entities’ products and/or services, operational analytics and reporting, internal financial reporting and analysis, audit functions and archival purposes.
Notwithstanding the foregoing, the parties agree that the sharing of Personal Information between Amalgam Entities does not constitute a “sale” of such Personal Information under the CCPA. Capitalized terms in this paragraph have the meanings given those terms under the CCPA.
Intent of the Services
Amalgam is not a substitute for an accountant or other certified financial adviser. As such, the SERVICES ARE NOT INTENDED TO PROVIDE LEGAL, TAX OR INVESTMENT PLANNING ADVICE OR INTENDED TO SERVE AS TAX PREPARATION SERVICES. The Services are intended to assist you in your financial organization and decision-making. Before implementing any financial strategy, you should consider obtaining additional information and advice from an accountant or other certified financial adviser.
Amalgam’s Services allow you to retrieve information maintained online by third-parties with which you have customer relationships, maintain accounts or engage in financial transactions (“Account Information”). Amalgam does not review Account Information for accuracy, legality or non-infringement, nor is Amalgam responsible for the Account Information or products and services offered by or on third-party sites.
By submitting information such as data, passwords, usernames, PINs, other log-in information, materials and other content to Amalgam through the Services, you grant a worldwide, royalty-free license to that content to Amalgam for the purpose of providing the Services. By using the Services, you expressly authorize Amalgam to access your Account Information, on your behalf as your agent, and you expressly authorize such third-parties to disclose your information to us.
Amalgam’s Services may include providing functions that connect to or integrate data from other applications, including but not limited to Quickbooks, Stripe or Google ("Integrated Services"). All data obtained from any of the Integrated Services is subject to the respective privacy policies of such Integrated Services.
You may use Amalgam’s Services to access and modify data within the Integrated Services. Data obtained from Integrated Services may pass through the Amalgam Services (such as the Amalgam App) and be transmitted, as requested by you. For example, example Amalgam may access your Quickbooks data and transmit it to a Google Sheet. Amalgam does not retain any information that it passes through to, or between, the Integrated Services.
Your access and use of the Site or Services may be interrupted from time to time for any of several reasons, including, without limitation, periodic updates, equipment malfunction, maintenance or repair, or other actions that Amalgam, in its sole discretion, may elect to take. In no event will Amalgam be liable to any party for any loss, cost, or damage that results from any scheduled or unscheduled downtime.
Amalgam is not responsible for technical or other difficulties which may result in failure to obtain data or loss of data, personalization settings or other service interruptions. Amalgam assumes no responsibility for the timeliness, accuracy, deletion, non-delivery or failure to store any user data, communications or personalization settings maintained with any Integrated Services or other third-parties.
No Unlawful or Prohibited Use / Intellectual Property
You are granted a personal, non-exclusive, non-transferable, worldwide, royalty-free, revocable license to access and use the Site strictly in accordance with these Terms. As a condition of your use of the Site, you warrant to Amalgam that you will not use the Site for any purpose that is unlawful or prohibited by these Terms.
You may not use the Site in any manner that could damage, disable, overburden or impair the Site or interfere with any other party’s use and enjoyment of the Site. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the Site.
All content included on the Site or in connection with the Services, such as text, graphics, logos, images, domain names, distinctive brand features or proprietary rights, as well as the compilation thereof (collectively “Content”), and any software used on the Site, is the property of Amalgam or its suppliers and is protected by copyright and other laws that protect intellectual property and proprietary rights. You agree to observe and abide by all copyright and other proprietary notices, legends or other restrictions contained in any such Content, and you agree to not make any changes thereto.
You will not modify, publish, transmit, reverse engineer, participate in the transfer or sale, create derivative works, or in any way exploit any of the Content, in whole or in part, found on the Site. Your use of the Site does not entitle you to make any unauthorized use of any protected Content, and in particular, you will not delete or alter any proprietary rights or attribution notices in any Content. You will use protected Content solely for your personal use. We do not grant you any licenses, express or implied, to the intellectual property of Amalgam or our licensors, except as expressly authorized by these Terms.
In order access the Services, you will need to register for an account. You authorize us to make any inquiries we consider necessary to validate your identity to register your account. Inquiries may include requests further information, including your full address, date of birth, contact information and/or requiring you to take steps to confirm ownership of your email address or verifying information you provide against third party databases or through other sources. If you do not provide this information or Amalgam cannot verify your identity, Amalgam may refuse to permit your use of the Services.
Your right to access and use the Sites and the Services is personal to you and is not transferable or assignable by you to any other person or entity. You are only entitled to access and use the Sites and Services for lawful purposes. You are responsible for maintaining the confidentiality of your account and password and for restricting access to your computer, and you agree to accept responsibility for all activities that occur under your account or password.
You acknowledge that Amalgam is not responsible for third-party access to your account that results from theft or misappropriation of your account. Amalgam and its associates reserve the right to refuse or cancel service, terminate accounts, or remove or edit content in our sole discretion.
Amalgam does not knowingly collect, either online or offline, personal information from persons under the age of thirteen.
Visiting the Site, contacting or sending emails to Amalgam constitutes electronic communications. You consent to receive electronic communications, and you agree that all agreements, notices, disclosures and other communications that we provide to you electronically, via email and on the Site, satisfy any legal requirement that such communications be in writing.
By providing us with your e-mail address, you consent to receive all required notices and information. Electronic communications may be posted on the Services site and/or delivered to your e-mail address that we have on file for you.
You agree to indemnify, defend and hold harmless Amalgam, its officers, directors, employees, agents and third parties for any losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of your use or inability to use the Site or Service, your violation of any Terms of this Agreement, your violation of any rights of a third party, or your violation of any applicable laws, rules or regulations. Amalgam reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with Amalgam in asserting any available defenses.
THE INFORMATION, SOFTWARE, PRODUCTS AND SERVICES INCLUDED IN OR AVAILABLE THROUGH THIS SITE MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS. CHANGES ARE PERIODICALLY MADE TO THE INFORMATION HEREIN. AMALGAM SOFTWARE INC. AND/OR ITS AFFILIATES OR SUPPLIERS MAY MAKE IMPROVEMENTS AND/OR CHANGES TO THE SITE AT ANY TIME.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AMALGAM SOFTWARE INC. AND/OR ITS AFFILIATES OR SUPPLIERS MAKE NO REPRESENTATIONS ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, AND ACCURACY OF THE INFORMATION, SOFTWARE, PRODUCTS SERVICES AND RELATED GRAPHICS CONTAINED ON THE SITE FOR ANY PURPOSE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALL SUCH INFORMATION, SOFTWARE, PRODUCTS, SERVICES, AND RELATED GRAPHICS ARE PROVIDED “AS IS” WITHOUT WARRANTY OR CONDITION OF ANY KIND. AMALGAM SOFTWARE INC. AND/OR ITS SUPPLIERS HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH REGARD TO THIS INFORMATION, SOFTWARE, PRODUCTS, SERVICES, AND RELATED GRAPHICS, INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.
Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL AMALGAM SOFTWARE INC. AND/OR ITS SUPPLIERS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF USE, DATA OR PROFITS, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OR PERFORMANCE OF THE SITE, WITH THE DELAY OR INABILITY TO USE THE SITE OR RELATED SERVICES, THE PROVISION OF OR FAILURE TO PROVIDE SERVICES, OR FOR ANY INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS OBTAINED THROUGH THE SITE, OR OTHERWISE ARISING OUT OF THE USE OF THE SITE, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF AMALGAM SOFTWARE INC. OR ANY OF ITS SUPPLIERS HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE LIABILITY FOR DAMAGES HEREUNDER EXCEED THE AMOUNTS ACTUALLY PAID TO AMALGAM FOR SERVICES PROVIDED TO YOU.
SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OR EXCLUSION OF CERTAIN WARRANTIES OR THE DISCLAIMER, EXCLUSION OR LIMITATION OF CERTAIN LIABILITIES. TO THE EXTENT THAT THEY ARE HELD TO BE LEGALLY INVALID, DISCLAIMERS, EXCLUSIONS AND LIMITATIONS SET FORTH IN THESE TERMS DO NOT APPLY AND ALL OTHER TERMS SHALL REMAIN IN FULL FORCE AND EFFECT.
Termination or Restriction of Access
Amalgam reserves the right, in its sole discretion, to refuse or terminate your access to the Site and the Services or any portion thereof at any time, without notice. Such refusal or termination may be for no or any reason, including but not limited to, if Amalgam reasonably believes: (a) you have violated any Terms; (b) you create a risk or possible legal exposure to Amalgam or any of its affiliates; (c) your account has engaged in unlawful conduct; or (d) your account should be removed due to prolonged inactivity or the provision of services to you is no longer commercially viable. Amalgam will make reasonable efforts to notify you of any such refusal or termination. In any case, upon termination, your license to use the Services shall terminate.
This agreement is governed by the laws of the State of New York. Any dispute or claim arising under or relating in any way to your use of the Service, or to any products or Services sold or distributed by Amalgam, is to be governed by the laws of the State of New York, without respect to choice of law provisions.
Any dispute or claim arising under or relating in any way to your use of the Site or Service, or to any products or Services sold or distributed by Amalgam, is to be settled by binding arbitration in the state of New York or another location mutually agreeable to the parties. The arbitration shall be conducted on a confidential basis pursuant to the Commercial Arbitration Rules of the American Arbitration Association (the “AAA”).
Any decision or award as a result of any such arbitration proceeding shall be in writing and shall provide an explanation for all conclusions of law and fact and shall include the assessments of costs, expenses, and reasonable attorneys’ fees. Any such arbitration shall include a written record of the arbitration hearing. An award of arbitration may be confirmed in a court of competent jurisdiction.
The arbitration will be conducted by the AAA under its rules, which are available at www.adr.org or by calling 1-800-778-7879. Payment of filing, administration and arbitrator fees will be governed by the AAA’s rules.
Amalgam will not seek attorneys’ fees and costs in arbitration unless the arbitrator determines the claims are frivolous. You may choose to have the arbitration conducted by telephone, based on written submissions, or at a mutually agreed location. Amalgam and you agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action.
Use of the Site or the Services is unauthorized in any jurisdiction that does not give effect to all provisions of these Terms, including without limitation this section.
You agree that no joint venture, partnership, employment or agency relationship exists between you and Amalgam as a result of this agreement or use of the Site. Amalgam’s performance of this agreement is subject to existing laws and legal process, and nothing contained in this agreement is in derogation of Amalgam’s right to comply with governmental, court and law enforcement requests or requirements relating to your use of the Site or information provided to or gathered by Amalgam with respect to such use. Amalgam reserves the right at all times to disclose any information as necessary to satisfy any applicable law, regulation, legal process or governmental request.
If any part of this agreement is determined to be invalid or unenforceable pursuant to applicable law, including but limited to the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision, and the remainder of the Agreement shall continue in effect.
Unless otherwise specified herein, including but not limited to the execution of any SAAS agreement, this agreement constitutes the entire agreement between the user and Amalgam with respect to the Site, and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between the user and Amalgam with respect to the Site.