Terms of Service

Welcome to XpensePro! These Terms of Service ("Terms," "Agreement") constitute a legally binding agreement between you ("you," "your," "User") and Gershon Consulting ("we," "us," "our," "Company") governing your access to and use of the XpensePro expense management application, website, and related services (collectively, the "Service").

BY ACCESSING OR USING THE SERVICE, YOU AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT USE THE SERVICE.

1. Acceptance of Terms

1.1 Binding Agreement

By creating an account, downloading our mobile application, accessing our website, or using any part of the Service, you acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy, which is incorporated herein by reference.

1.2 Changes to Terms

We reserve the right to modify these Terms at any time. We will notify you of material changes by:

• Posting the updated Terms on our website with a revised "Last Updated" date
• Sending an email notification to the address associated with your account
• Displaying an in-app notification for significant changes

Your continued use of the Service after such modifications constitutes your acceptance of the updated Terms. If you do not agree to the modified Terms, you must stop using the Service and may terminate your account.

1.3 Additional Terms

Certain features of the Service may be subject to additional terms and conditions, which will be presented to you when you access those features. Such additional terms are incorporated into these Terms by reference.

2. Description of Service

XpensePro is an expense management platform that provides:

• Expense Tracking: Tools to record, categorize, and manage business expenses
• AI-Powered Validation: Automated expense validation and fraud detection
• Analytics Dashboard: Reporting and analytics for expense insights
• Multi-Currency Support: Support for multiple currencies and currency conversion
• Data Export: Export capabilities for expense data
• Mobile and Web Access: Access via mobile applications and web browser

2.1 Service Modifications

We reserve the right to:

• Modify, suspend, or discontinue any part of the Service at any time
• Change features, functionality, or pricing with reasonable notice
• Impose limits on certain features or restrict access to parts of the Service
• Perform scheduled and unscheduled maintenance

We are not liable for any modification, suspension, or discontinuation of the Service.

2.2 Beta Features

We may offer beta, pilot, or experimental features ("Beta Features") that are still in development. Beta Features are provided "as is" and may contain bugs or errors. We may discontinue Beta Features at any time without notice.

3. Eligibility

3.1 Age Requirement

You must be at least 18 years of age to use the Service. By using the Service, you represent and warrant that you are at least 18 years old and have the legal capacity to enter into this Agreement.

3.2 Authority to Bind

If you are using the Service on behalf of an organization or entity ("Organization"), you represent and warrant that:

• You have the authority to bind the Organization to these Terms
• The Organization agrees to be bound by these Terms
• You and the Organization will comply with all applicable laws and regulations

3.3 Geographic Restrictions

The Service is controlled and operated from the United States. We make no representation that the Service is appropriate or available for use in other locations. If you access the Service from outside the United States, you do so at your own risk and are responsible for compliance with local laws.

4. Account Registration and Security

4.1 Account Creation

To access certain features of the Service, you must create an account. When creating an account, you agree to:

• Provide accurate, current, and complete information
• Maintain and promptly update your account information
• Keep your password confidential and secure
• Not share your account credentials with others
• Notify us immediately of any unauthorized access or security breach

4.2 Account Security

You are responsible for all activities that occur under your account, whether or not authorized by you. We are not liable for any loss or damage arising from your failure to maintain the security of your account.

4.3 Account Accuracy

You represent and warrant that all information you provide is truthful, accurate, and complete. Providing false information may result in account suspension or termination.

4.4 One Account Per Person

Each person may maintain only one individual account. Creating multiple accounts may result in suspension or termination of all accounts.

5. Subscription and Payment

5.1 Subscription Plans

XpensePro offers various subscription plans with different features and pricing. Current plans and pricing are available at xpensepro.com/pricing.

5.2 Free Plan

We offer a free plan with limited features. We reserve the right to modify or discontinue the free plan at any time with reasonable notice.

5.3 Paid Subscriptions

Paid subscriptions provide access to additional features. By subscribing to a paid plan, you agree to:

• Pay all applicable fees and charges
• Provide valid payment information
• Authorize automatic recurring charges
• Update your payment information if it changes

5.4 Billing and Renewal

• Billing Cycle: Subscriptions are billed on a monthly or annual basis, as selected
• Automatic Renewal: Subscriptions automatically renew at the end of each billing period unless canceled
• Payment Authorization: By providing payment information, you authorize us to charge your payment method for the subscription fees
• Failed Payments: If a payment fails, we may retry charging your payment method or suspend your account

5.5 Price Changes

We may change subscription prices at any time. For existing subscribers:

• We will provide at least 30 days' notice of price increases
• New prices will take effect at your next renewal after notice
• You may cancel your subscription before the new price takes effect

5.6 Cancellation and Refunds

• Cancellation: You may cancel your subscription at any time through your account settings
• Effect of Cancellation: Upon cancellation, you will retain access to paid features until the end of your current billing period
• No Refunds: Except as required by law, subscription fees are non-refundable. We do not provide refunds or credits for partial periods
• Downgrade: If you downgrade your plan, the change will take effect at your next billing cycle

5.7 Taxes

All fees are exclusive of applicable taxes (including sales, use, and VAT), which you are responsible for paying. We will charge applicable taxes if required by law.

6. User Content and Data

6.1 Your Content

"User Content" means any data, information, documents, images, or other materials you upload, submit, or transmit through the Service, including expense records, receipts, notes, and other business information.

6.2 Ownership

You retain all ownership rights to your User Content. By using the Service, you grant us a limited, non-exclusive, royalty-free, worldwide license to:

• Store, process, and transmit your User Content
• Use your User Content to provide and improve the Service
• Create aggregated, anonymized data for analytics and research
• Back up your User Content for disaster recovery

This license terminates when you delete your User Content or terminate your account, except for aggregated, anonymized data.

6.3 Responsibility for User Content

You are solely responsible for your User Content. You represent and warrant that:

• You own or have the necessary rights to your User Content
• Your User Content does not violate any third-party rights
• Your User Content complies with these Terms and applicable laws
• Your User Content does not contain malicious code, viruses, or harmful elements

6.4 Prohibited Content

You may not upload User Content that:

• Is illegal, fraudulent, or violates any law or regulation
• Infringes intellectual property rights of others
• Contains malware, viruses, or other harmful code
• Is obscene, offensive, defamatory, or harassing
• Violates the privacy rights of others

6.5 Data Backup

While we perform regular backups, you are solely responsible for maintaining your own backup copies of your User Content. We are not liable for any loss or corruption of User Content.

6.6 Content Removal

We reserve the right to remove or disable access to any User Content that violates these Terms or applicable laws, without prior notice.

7. Acceptable Use Policy

You agree not to use the Service to:

7.1 Prohibited Activities

• Violate any local, state, national, or international law or regulation
• Infringe or misappropriate the intellectual property rights of others
• Transmit viruses, malware, or other harmful code
• Attempt to gain unauthorized access to the Service or other accounts
• Interfere with or disrupt the Service or servers
• Engage in fraudulent or deceptive practices
• Harass, abuse, threaten, or harm others
• Scrape, crawl, or use automated tools without permission
• Reverse engineer, decompile, or disassemble the Service
• Remove or alter any copyright, trademark, or proprietary notices

7.2 Prohibited Business Uses

You may not use the Service to:

• Compete with or create a competing service
• Resell, sublicense, or redistribute the Service
• Build a similar or competitive product using our features or ideas
• Conduct benchmarking or competitive analysis without permission

7.3 Enforcement

We reserve the right to investigate violations of this Acceptable Use Policy and take appropriate action, including:

• Removing or disabling prohibited content
• Suspending or terminating your account
• Reporting violations to law enforcement authorities
• Taking legal action against violators

8. Intellectual Property Rights

8.1 Our Intellectual Property

The Service and all associated materials, including software, designs, text, graphics, logos, icons, images, audio clips, and data compilations (collectively, "Company Content") are owned by or licensed to us and are protected by copyright, trademark, patent, and other intellectual property laws.

8.2 Limited License

Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Service for your personal or internal business purposes.

8.3 Trademarks

"XpensePro," our logo, and other marks are trademarks of Gershon Consulting. You may not use our trademarks without our prior written permission.

8.4 Restrictions

You may not:

• Copy, modify, distribute, or create derivative works from Company Content
• Use any Company Content for commercial purposes without permission
• Remove, alter, or obscure any proprietary notices
• Frame or mirror any part of the Service

8.5 Feedback

If you provide us with feedback, suggestions, or ideas about the Service ("Feedback"), you grant us an unlimited, perpetual, irrevocable, royalty-free license to use the Feedback without attribution or compensation.

9. Disclaimers and Warranties

9.1 "AS IS" and "AS AVAILABLE"

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

9.2 No Warranty

We do not warrant that:

• The Service will be uninterrupted, timely, secure, or error-free
• The results obtained from the Service will be accurate or reliable
• The quality of any products, services, or information obtained through the Service will meet your expectations
• Any errors in the Service will be corrected

9.3 No Financial Advice

The Service is a tool for expense management and does not constitute financial, tax, legal, or accounting advice. You are solely responsible for:

• Determining the tax treatment of your expenses
• Complying with applicable financial regulations
• Verifying the accuracy of expense data
• Consulting with professional advisors as needed

9.4 Third-Party Services

The Service may integrate with or link to third-party services. We are not responsible for the availability, accuracy, or content of third-party services. Your use of third-party services is at your own risk and subject to their terms and policies.

9.5 Data Accuracy

While we strive to provide accurate expense tracking and categorization, we do not guarantee the accuracy or completeness of any data, AI-generated categorizations, or fraud detection results. You are responsible for reviewing and verifying all expense data.

10. Limitation of Liability

10.1 No Consequential Damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL WE, OUR AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OF OR INABILITY TO USE THE SERVICE.

10.2 Maximum Liability

OUR TOTAL LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE SHALL NOT EXCEED THE GREATER OF: (A) THE AMOUNT YOU PAID US IN THE 12 MONTHS PRECEDING THE CLAIM, OR (B) $100 USD.

10.3 Basis of the Bargain

These limitations of liability are an essential basis of the bargain between you and us and shall apply even if any limited remedy fails of its essential purpose.

10.4 Jurisdictional Limitations

Some jurisdictions do not allow certain warranty disclaimers or limitations of liability. In such jurisdictions, our liability is limited to the maximum extent permitted by law.

11. Indemnification

You agree to indemnify, defend, and hold harmless XpensePro, Gershon Consulting, and our affiliates, officers, directors, employees, agents, and licensors from and against any claims, liabilities, damages, losses, costs, or expenses (including reasonable attorneys' fees) arising out of or related to:

• Your use or misuse of the Service
• Your violation of these Terms
• Your violation of any rights of another party
• Your User Content
• Your violation of any applicable laws or regulations

We reserve the right to assume the exclusive defense and control of any matter subject to indemnification by you, and you agree to cooperate with our defense of such claims.

12. Termination

12.1 Termination by You

You may terminate your account at any time by:

• Using the account deletion feature in your account settings
• Contacting us at [email protected]

Upon termination, your subscription will remain active until the end of your current billing period, and you will not receive a refund for unused time.

12.2 Termination by Us

We may suspend or terminate your account immediately, without prior notice or liability, for any reason, including if you:

• Breach these Terms or our policies
• Engage in fraudulent or illegal activity
• Violate the Acceptable Use Policy
• Fail to pay subscription fees
• Create risk or legal exposure for us

12.3 Effect of Termination

Upon termination:

• Your right to use the Service will immediately cease
• Your account and User Content will be deleted according to our data retention policy
• We may retain certain information as required by law or for legitimate business purposes
• Provisions that by their nature should survive termination will continue (including limitations of liability, indemnification, and dispute resolution)

12.4 Data Export

We recommend exporting your data before terminating your account. After termination, we are not obligated to provide access to your User Content.

13. Dispute Resolution

13.1 Informal Resolution

Before filing any formal legal action, you agree to first contact us at [email protected] to attempt to resolve any dispute informally. We will attempt to resolve the dispute within 60 days.

13.2 Arbitration Agreement

If we cannot resolve a dispute informally, you and we agree to resolve any claims through final and binding arbitration, except as provided below.

• Arbitration Rules: Arbitration will be conducted under the Commercial Arbitration Rules of the American Arbitration Association (AAA)
• Location: Arbitration will take place in San Francisco, California, or another mutually agreed location
• Costs: Each party will bear its own costs, except as otherwise required by AAA rules
• Individual Basis: Arbitration must be conducted on an individual basis, not as a class, collective, or representative action

13.3 Exceptions to Arbitration

Either party may seek equitable relief in court to prevent unauthorized use of intellectual property. Additionally, you may bring claims in small claims court if they qualify.

13.4 Class Action Waiver

YOU AND WE AGREE THAT EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A CLASS MEMBER OR REPRESENTATIVE IN ANY CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING.

13.5 Governing Law

These Terms shall be governed by the laws of the State of California, United States, without regard to its conflict of laws principles.

13.6 Venue

To the extent arbitration does not apply, you agree to submit to the personal and exclusive jurisdiction of the state and federal courts located in San Francisco, California.

14. General Provisions

14.1 Entire Agreement

These Terms, together with the Privacy Policy and any additional terms incorporated by reference, constitute the entire agreement between you and us regarding the Service and supersede all prior agreements and understandings.

14.2 Severability

If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions will continue in full force and effect.

14.3 Waiver

Our failure to enforce any right or provision of these Terms will not be considered a waiver of those rights. Any waiver must be in writing and signed by us.

14.4 Assignment

You may not assign or transfer these Terms or your rights under these Terms without our prior written consent. We may assign these Terms without restriction.

14.5 Force Majeure

We are not liable for any delay or failure to perform due to causes beyond our reasonable control, including acts of God, natural disasters, war, terrorism, riots, labor disputes, or internet failures.

14.6 Export Control

The Service may be subject to U.S. export control laws. You agree to comply with all applicable export and re-export control laws and regulations.

14.7 Government Users

If you are a U.S. government entity, the Service is a "Commercial Item" as defined in 48 C.F.R. §2.101, and you have only the rights specified in these Terms.

14.8 Electronic Communications

By using the Service, you consent to receive electronic communications from us. These communications may include notices, agreements, and other information. You agree that electronic communications satisfy any legal requirement for written communications.

14.9 Language

These Terms are drafted in English. Any translations are provided for convenience only. In case of conflict, the English version controls.

15. Contact Information

If you have questions about these Terms, please contact us: