Terms of Service

These Terms of Service ("Terms") form a binding agreement between the operator of the Aegis platform ("Aegis", "we", "our", or "us") and the organization or individual ("Customer", "you", or "your") that accesses or uses the Aegis invoicing platform available at aegisinvoice.com (the "Service"). By creating an account, signing in, clicking "I accept", or otherwise using the Service, you accept these Terms. If you do not accept them, you must not use the Service.

1. The Service

Aegis is a software-as-a-service invoicing platform that lets Customers create, send, and track invoices, accept payments through third-party payment providers (such as Authorize.Net), and manage users, teams, and roles within a multi-tenant environment.

Non-custodial. Aegis does not hold, escrow, or otherwise take custody of Customer funds. Payment funds settle directly to the Customer's own merchant account with the third-party payment provider the Customer has configured. Aegis is not a money transmitter, bank, or payment processor.

2. Eligibility and Accounts

You represent that you are at least 18 years old, are authorized to bind the organization you claim to represent, and will use the Service only for lawful business purposes. The Service implements a role hierarchy (Aegis team, Admin, Manager, Team Lead, User). You are responsible for:

• confirming that every user you invite is authorized to access and use the Service on your behalf;
• the security of your users' credentials, and for all activity that occurs under your account;
• promptly notifying Aegis of any unauthorized use of your account or suspected security incident.

3. Acceptable Use

You agree that you will not, and will not permit any user to:

• use the Service for any unlawful, fraudulent, infringing, or deceptive purpose, or for any purpose prohibited by your payment provider;
• attempt to probe, scan, or test the vulnerability of the Service, circumvent any security or authentication mechanism, or scrape the platform;
• upload or transmit malware, viruses, or harmful code;
• invoice for prohibited, regulated, or restricted goods or services;
• reverse engineer, decompile, or disassemble any part of the Service, or access it to build a competing product;
• share, resell, sublicense, or time-share access to the Service without our prior written consent.

4. Fees and Payment

Subscription fees for the Service are set out on our Pricing page and are charged on a recurring monthly or annual basis in advance. Fees charged by your third-party payment provider are separate and are your responsibility. All fees are non-refundable except as expressly stated in writing. We may change pricing on at least thirty (30) days' written notice, with the new pricing taking effect at the start of your next billing period.

5. Customer Data

You retain all rights to the data you upload to or generate within the Service ("Customer Data"). You grant us a worldwide, non-exclusive, royalty-free license to host, process, transmit, cache, back up, and display Customer Data solely to provide, secure, and improve the Service and to comply with law.

Payment data exclusion. The Service is designed so that cardholder data (including full primary account numbers, card verification values, and expiration dates) is entered only into the payment provider's hosted form and is never persisted by Aegis. Aegis stores only tokenized confirmations, card brand, and the last four digits of the card number as returned by the provider.

6. Privacy

Our handling of personal data is described in our Privacy Policy, which is incorporated into these Terms by reference.

7. Third-Party Services

The Service integrates with third-party payment providers, email delivery services, and infrastructure providers. Your use of those services is governed by their own terms. We are not responsible for third-party availability, fees, decisions, or policies, and we have no liability for any loss or damage arising from your use of any third-party service.

7A. Chargeback Alerts (Chargeblast) Disclaimer

The Service can integrate with Chargeblast and similar third-party chargeback-alert providers to surface inbound dispute signals on the Customer's payment activity. By connecting any such provider, you acknowledge and agree to all of the following.

• Alerts are signals, not chargebacks. A chargeback alert means a third party believes a dispute is likely or in progress. It is not a confirmation that a dispute has actually been filed, that the cardholder has been refunded, or that liability has shifted. Alerts can be late, duplicated, mismatched, withdrawn, or wrong.
• You decide whether to refund. Aegis does not initiate refunds in response to alerts. Any refund, void, settlement, or acceptance you trigger from the Chargebacks page is your independent business decision. You are responsible for verifying the dispute with your acquirer, payment processor, or merchant account before taking any irreversible action.
• Refunds are irreversible. Once you refund a transaction, the funds (and any provider fees) are gone. If a chargeback later proceeds anyway - because the alert was filed against the wrong transaction, the cardholder also disputed, the issuer ignored the deflection, or the alert provider was wrong - you can lose both the refunded amount and the chargeback amount, plus fees.
• Refund is not the same as a deflection program. Some alert networks operate formal pre-dispute deflection flows (for example, Visa Rapid Dispute Resolution / RDR). The Chargebacks page in Aegis surfaces alerts only and does not perform RDR submission, merchant-initiated refunds through the alert network, or any other automated action against the cardholder's issuer. Submitting a refund through Aegis runs through your normal payment provider, not through the alert network.
• Mapping accuracy. Aegis attempts to match each alert to a single Aegis invoice and merchant account using the transaction id and card fingerprint reported by the alert provider. Matches are best-effort. You agree to review the matched invoice, customer, and amount before acting on any alert flagged as "ambiguous" or "unmatched".
• Tenant isolation. Each Chargeblast connection is scoped to a single Aegis organization and merchant account. You are responsible for configuring the correct external merchant identifier and webhook secret on Chargeblast's side so that alerts are delivered only to the intended Aegis tenant.
• Liability. To the maximum extent permitted by law, Aegis disclaims all liability for any loss arising from your action or inaction in response to a chargeback alert, including refunds you issue based on an alert, refunds you fail to issue based on an alert, disputes you accept or contest, fees imposed by your payment provider or card network, and any consequential losses. The limitation of liability in Section 12 applies.
• Third-party data. Chargeblast and similar providers are independent third parties. Their availability, accuracy, latency, pricing, and terms are outside our control and are governed by their own agreements with you. Aegis is not a party to those agreements and is not liable for the conduct of any alert provider.

Plain-English summary, for non-lawyers: a chargeback alert is an early warning, not a court ruling. Always confirm the dispute with your merchant or acquirer before refunding. Refunds cannot be undone. Aegis surfaces the alert and the best-guess match; the refund decision and its consequences are yours.

8. Intellectual Property

Aegis, the Aegis shield logo, and all related software, user interface elements, documentation, and trademarks are our property or the property of our licensors. We grant you a limited, revocable, non-exclusive, non-transferable, non-sublicensable right to use the Service in accordance with these Terms. No other rights are granted by implication or otherwise.

9. Feedback

If you provide us with feedback, suggestions, or ideas about the Service, you grant us a perpetual, irrevocable, worldwide, royalty-free license to use, modify, and incorporate that feedback into the Service without attribution or compensation.

10. Confidentiality

Each party agrees to protect the other's confidential information with the same degree of care it uses for its own confidential information (and in no event less than reasonable care), and to disclose it only as necessary to perform these Terms or as required by law.

11. Warranties and Disclaimers

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE". TO THE MAXIMUM EXTENT PERMITTED BY LAW, AEGIS AND ITS AFFILIATES, LICENSORS, AND SERVICE PROVIDERS DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE, OR THAT ANY DEFECTS WILL BE CORRECTED.

12. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL AEGIS OR ANY OF ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, OR SERVICE PROVIDERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES; ANY LOSS OF PROFITS, REVENUE, GOODWILL, DATA, BUSINESS, OR CUSTOMERS; ANY COSTS OF SUBSTITUTE SERVICES; OR ANY DAMAGES ARISING OUT OF OR RELATED TO YOUR USE OF, OR INABILITY TO USE, THE SERVICE OR ANY THIRD-PARTY SERVICE INTEGRATED WITH IT, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, STATUTE, STRICT LIABILITY, OR OTHERWISE), EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

OUR TOTAL, AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE WILL NOT EXCEED THE LESSER OF (A) THE FEES YOU ACTUALLY PAID US FOR THE SERVICE IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS (USD $100). MULTIPLE CLAIMS DO NOT ENLARGE THIS CAP.

No liability for payment-provider activity. Because Aegis is non-custodial, we are not liable for chargebacks, failed transactions, declined authorizations, fraudulent charges, or any other loss arising from your relationship with your payment provider or from the actions of your customers.

13. Indemnification

You will defend, indemnify, and hold harmless Aegis and its affiliates, officers, directors, employees, and agents from and against any and all claims, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) your or your users' use of the Service; (b) Customer Data, including any claim that it infringes or violates any third-party right; (c) your violation of these Terms or any applicable law; or (d) any dispute between you and a customer you invoice through the Service.

14. Termination and Suspension

Either party may terminate these Terms with written notice if the other party materially breaches the Terms and fails to cure the breach within thirty (30) days. We may suspend or terminate the Service immediately, with or without notice, if we reasonably believe your use of the Service poses a security, legal, or operational risk, or if your account is past due. On termination, your access ends; Customer Data remains exportable for thirty (30) days, after which it is permanently deleted. Sections that by their nature should survive termination (including Sections 5, 8, 11, 12, 13, 15, and 16) will survive.

15. Governing Law; Venue; Waiver of Jury Trial

These Terms are governed by the laws of the State of Delaware, United States, without regard to its conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply. Subject to Section 16, the parties irrevocably consent to the exclusive personal jurisdiction and venue of the state and federal courts located in New Castle County, Delaware for any action not subject to arbitration. EACH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY PROCEEDING ARISING OUT OF THESE TERMS OR THE SERVICE.

16. Binding Arbitration; Class-Action Waiver

Any dispute, claim, or controversy arising out of or relating to these Terms or the Service that is not resolved within thirty (30) days of written notice will be resolved by final and binding individual arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, seated in Wilmington, Delaware, and conducted in English. The arbitrator's award is final and enforceable in any court of competent jurisdiction. THE PARTIES MAY BRING CLAIMS ONLY IN THEIR INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. Nothing in this Section prevents either party from seeking injunctive or equitable relief in court to protect its intellectual property or confidential information.

17. Time Limit on Claims

Any cause of action arising out of or related to these Terms or the Service must be commenced within one (1) year after the cause of action accrued. After that period, the cause of action is permanently barred.

18. Force Majeure

We are not liable for any failure or delay in performance caused by events beyond our reasonable control, including acts of God, war, terrorism, civil unrest, labor disputes, governmental action, network or power failures, pandemics, or outages of third-party services.

19. Changes to the Terms

We may update these Terms from time to time. Material changes will be communicated at least thirty (30) days before they take effect. Continued use of the Service after the effective date of the revised Terms constitutes acceptance of them.

20. Miscellaneous

These Terms are the entire agreement between the parties regarding the Service and supersede all prior agreements on the subject. If any provision is held unenforceable, the remaining provisions will remain in full force and effect, and the unenforceable provision will be modified to the minimum extent necessary to make it enforceable. No waiver is effective unless in writing. You may not assign these Terms without our prior written consent; we may assign freely. Notices to you may be given via the email address associated with your account or by posting on the Service. Notices to us must be sent to support@aegisinvoice.com.

21. Contact

Questions about these Terms? Email us at support@aegisinvoice.com.