The agreement
These terms, including the end-user license agreement in License, are a contract between the business that uses Merch Invoice ("you") and Karma Holdings LLC, doing business as Merchly ("Merchly", "we", "us"). You accept them when you create an account or use Merch Invoice. If you accept on behalf of a business, you confirm you have authority to bind it. Our privacy policy explains how we handle information.
Who can use Merch Invoice
Merch Invoice is for businesses based in the United States that invoice in US dollars using QuickBooks Online. Accounts are opened by invitation. You must be at least 18, give us accurate information, and keep it up to date.
License (end-user license agreement)
While these terms are in effect, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use Merch Invoice, including its web app, pay pages and related software, for your internal business purposes. People you invite to your account may use it on your behalf, and you're responsible for their use. We and our licensors keep all rights, title and interest in Merch Invoice, including all intellectual property. Feedback you give us may be used without obligation to you.
What you can't do
- Copy, modify, reverse engineer or create derivative works of Merch Invoice, except where the law allows despite this restriction.
- Resell, rent or sublicense Merch Invoice, or use it to provide services to others.
- Get around security controls, probe for vulnerabilities without permission, or access another business's data.
- Use Merch Invoice for illegal activity, prohibited business types under our processing partners' rules, or fraudulent charges.
- Interfere with the service, overload it, or scrape it with automated tools.
Your account
Keep sign-in details confidential. Two-step sign-in is required for every user. You're responsible for activity under your account, and you must tell us promptly at support@merchly.io if you suspect unauthorized access.
QuickBooks Online
When you connect QuickBooks Online, you authorize us to access and update your QuickBooks company as described on How Merch Invoice works with QuickBooks Online. Intuit Inc. is not a party to these terms and is not responsible for Merch Invoice. Your use of QuickBooks is governed by your agreement with Intuit. You can disconnect at any time. We aren't responsible for QuickBooks outages or changes Intuit makes, or for the accuracy of data you enter in QuickBooks. Merch Invoice doesn't give accounting, tax or legal advice; review your books with your own advisor.
Payment processing
Card and bank (ACH) payments are processed by our payment processing partners and their sponsor bank under a separate merchant processing agreement that you must accept before taking payments. That agreement governs approval, settlement, chargebacks, reserves and processing fees. Merchly is not a bank or money transmitter, and funds settle from our processing partners to your bank account. Merchly is a registered DBA of Karma Holdings LLC, an Independent Sales Organization of Commercial Bank of California, Irvine, CA.
Fees you charge customers
Merch Invoice lets you add a card fee, a bank-transfer fee or a late fee to invoices. You decide whether to charge them and how much. You are solely responsible for making sure each fee complies with card-network rules (including any registration, disclosure and cap requirements for surcharges) and with federal, state and local laws on surcharges, cash discounts, convenience fees and late fees where you and your customers are located. We provide the tools to apply fees; we don't give legal advice about them.
Messages to your customers
We send invoices, reminders and receipts to your customers in your name. You confirm that you have the right to contact them about their invoices. If you use text messages, you're responsible for having each customer's consent, and we'll honor opt-out requests.
Subscription fees
Merch Invoice subscription fees are set out in your quote or order, in US dollars, and are billed monthly in advance to the payment method on file. Prices exclude taxes, which we'll add where required. We'll give you at least 30 days' notice of a price change. If a payment fails, we may suspend the service until it's resolved. Fees for a month already started aren't refunded unless the law requires it. Processing fees are governed by your merchant processing agreement.
Your data
You own your data and your customers' data. You grant us a license to host, copy, process and transmit it only as needed to provide and secure Merch Invoice, to meet legal obligations, and to create aggregated or de-identified data that doesn't identify you or your customers.
Availability and changes
We work to keep Merch Invoice available and accurate, but we don't guarantee uninterrupted service. We may change features, and we'll give notice of changes that materially reduce what you can do. Features marked as early access may change or end.
Ending the agreement
You can stop using Merch Invoice at any time by disconnecting QuickBooks and asking us to close your account. We may suspend or end your access if you breach these terms, if your use creates risk for us, your customers or our partners, or if your merchant processing agreement ends. When the agreement ends, your license ends; you have 30 days to ask us for an export of your data, after which we handle it as described in our privacy policy. Sections that by their nature should survive, such as fees owed, disclaimers, limitation of liability and indemnity, survive.
Disclaimers
TO THE EXTENT THE LAW ALLOWS, MERCH INVOICE IS PROVIDED "AS IS" AND "AS AVAILABLE", WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
Limitation of liability
TO THE EXTENT THE LAW ALLOWS, NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR FOR LOST PROFITS OR REVENUE, AND OUR TOTAL LIABILITY UNDER THESE TERMS IS LIMITED TO THE SUBSCRIPTION FEES YOU PAID US IN THE 12 MONTHS BEFORE THE CLAIM.
Indemnity
You'll defend and indemnify us against third-party claims arising from fees you charge your customers, your data, your products and services, or your breach of these terms or the law.
Governing law
These terms are governed by the laws of the Commonwealth of Virginia, without regard to conflict-of-law rules. The state and federal courts located in Richmond, Virginia have exclusive jurisdiction, and both parties consent to them.
General
These terms, with any quote or order and your merchant processing agreement, are the entire agreement about Merch Invoice. We may update these terms by posting a new version and, for material changes, emailing account owners at least 30 days in advance; continuing to use Merch Invoice after that means you accept them. You may not assign these terms without our consent. If a provision is unenforceable, the rest stays in effect. Not enforcing a provision isn't a waiver. Neither party is liable for delays caused by events beyond its reasonable control.
Intuit and QuickBooks are registered trademarks of Intuit Inc. Used with permission.
Contact
Karma Holdings LLC, d/b/a Merchly
701 E Franklin St, Ste 105-1413, Richmond, VA 23219
support@merchly.io · 844-327-6247