BY SIGNING A CONGA ORDER FORM OR PAYING AN INVOICE WITH THESE TERMS PROVIDE, YOU AGREE TO THE FOLLOWING TERMS AND CONDITIONS (THE “INVOICE EVENT TERMS“) GOVERNING THE PAYMENT OF INVOICE EVENTS PROVIDED BY APPEXTREMES, LLC. DBA CONGA (“CONGA”), AND YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THESE INVOICE EVENT TERMS. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE POWER AND AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS “CUSTOMER” SHALL REFER TO SUCH ENTITY. THESE INVOICE EVENT TERMS ARE EFFECTIVE WHEN CUSTOMER PAYS, SIGNS AN ORDER FORM, OR USES THE INVOICE EVENTS (“EFFECTIVE DATE”).
“Invoice Event” means (i) the execution of a single Conga Invoice Generation URL triggered via link, a button with Salesforce Billing, Conga Workflow, Conga Conductor, or any programmatic means, (ii) the generation of any document output file from Conga Invoice Generation containing one or more documents, or (iii) the scheduled execution of an individual Conga Composer schedule or Conga Conductor, regardless of whether any output file is distributed. Invoice Events are calculated per document generated.
“License Agreement” means the agreement between Customer and Conga for the use of the Conga Invoice Generation service.
Fees
Fees for Invoice Events are described in an associated Conga order form. All fees are payable in U.S. Dollars and are non-refundable except for breach of these Invoice Event Terms or the License Agreement terms by Conga. Any such refund due to Conga’s breach will be pro-rated from the date of the breach by Conga. Conga’s fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and Customer shall be responsible for payment of all such taxes, levies, or duties, excluding only United States (federal or state) taxes based solely on Conga’s income.
Billing; Payment
Conga issues invoices on or about the Effective Date. Such fees shall be paid annually in advance. Unless otherwise stated on the Conga order form, fees are due net 30 days from the invoice date. Customer is responsible for providing complete and accurate billing and contact information and notifying Conga of any changes to such information. All Invoice Event fees in a Conga order form are non-cancellable.
Non-Payment
Conga reserves the right to suspend Customer’s access to and use of Invoice Events if Customer fails to pay any undisputed amount owed on or before its due date.
Invoice Events
Invoice Events purchased under these Invoice Event Terms are a monthly allotment of the number of Invoice Events provided in a Conga order form. Unused Invoice Events under these Invoice Event Terms roll over from month-to-month and are in addition to the Invoice Events provided in the License Agreement. Invoice Events purchased in a Conga order form expire at the end of the term specified on the Conga order form. Invoice Events shall be provided by Conga to Customer in accordance with the License Agreement except as provided herein or explicitly stated otherwise in a Conga order form.
Conflicting Terms
In the event of a conflict between these terms and the terms a signed Conga order form relating to Invoice Events, the Conga order form will control. Any terms or conditions provided by Customer in a purchase order or similar document will be void and have no force or effect and Customer acknowledges and agrees that these Invoice Event Terms, in conjunction with a signed Conga order form, shall control. Invoice Event terms of use shall be in accordance with the License Agreement except where expressly provided in this Invoice Event Term.