Terms of Service

These Terms of Service (the "Terms") govern your access to and use of InvoCert, including the website, application, public payment pages, invoice tools, payment verification tools, generated documents, notifications, and related services (collectively, the "Service").

InvoCert is operated by Lorithmic LLC, a Wyoming limited liability company ("Lorithmic", "we", "us", or "our"). InvoCert is the product name of the Service.

By creating an account, accessing the Service, creating a workspace, creating an invoice, using a payment page, verifying a transaction, downloading a document, or otherwise using the Service, you agree to these Terms on behalf of yourself and, if applicable, the company or other legal entity you represent. If you are accepting these Terms on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that entity to these Terms, and all references to "you"  in these Terms refer to both you individually and that entity.

If you do not agree to these Terms, do not use the Service.

1. Contact Information

For product support, contact:

[email protected]

For legal notices or legal questions, contact:

Lorithmic LLC30 N Gould St, STE 21289 Sheridan, WY 82801USA[email protected]

2. What InvoCert Does

InvoCert provides software tools that help merchants create invoices and organize payment proof for crypto payments.

The Service may allow merchants to:

• create commercial invoices;
• create public payment pages;
• share payment links with buyers;
• display payment instructions;
• collect transaction references submitted by buyers or merchants;
• verify submitted transaction references against supported blockchain data;
• record payment verification results;
• receive notifications;
• generate invoice, receipt, and subscription billing documents.

Currently, merchant invoice payment verification supports USDT on TRON (TRC20)  only. Subscription billing for Pro plans is also processed in USDT TRC20. Supported payment methods may expand over time as described in Section 19.

3. What InvoCert Does Not Do

InvoCert is a software tool. It is not a bank, wallet provider, exchange, broker, escrow service, payment processor, payment facilitator, blockchain monitoring service, money services business, money transmitter, or financial institution.

InvoCert does not:

• custody, hold, receive, transmit, route, or control merchant funds;
• create or manage wallets for users;
• provide private keys, seed phrases, or wallet recovery;
• process payments on behalf of merchants;
• monitor wallets automatically for incoming payments;
• guarantee that a buyer has paid unless a submitted transaction reference is verified by the Service;
• guarantee that a verified payment satisfies any legal, tax, customs, accounting, or commercial requirement;
• reverse, cancel, refund, or recover blockchain transactions;
• recover funds sent to the wrong wallet, wrong network, wrong contract, or wrong recipient;
• resolve disputes between merchants and buyers;
• provide legal, tax, customs, accounting, financial, investment, or compliance advice.

Crypto funds flow directly between buyer and merchant wallets. InvoCert never touches merchant funds.

4. Accounts and Workspaces

You must be at least 18 years old and have the legal capacity to enter into binding agreements in your jurisdiction to create an account or use the Service. The Service is offered for lawful business use only and is not intended for personal or consumer use. By creating an account, you represent that you meet these requirements.

To use the authenticated parts of the Service, you must create an account.

A workspace represents a business or operating identity inside InvoCert. You are responsible for all activity under your account and workspaces, including invoices, wallet addresses, payment links, branding, notification settings, and subscription activity.

You agree to:

• provide accurate account and workspace information;
• keep your login credentials secure;
• promptly update inaccurate information;
• use the Service only for lawful business purposes;
• ensure that anyone using your account or workspace is authorized to do so;
• notify us promptly if you suspect unauthorized access.

You are responsible for all invoices, payment links, wallet addresses, documents, transaction references, and other content created or submitted through your account or workspaces.

Electronic Communications.  By creating an account and using the Service, you consent to receive communications from Lorithmic electronically, including by email or by posting to the Service. You agree that electronic communications satisfy any legal requirement that such communications be in writing, to the extent permitted by applicable law, including Wyoming's Uniform Electronic Transactions Act (Wyo. Stat. §§ 40-21-101 et seq.) and the federal Electronic Signatures in Global and National Commerce Act (E-SIGN Act, 15 U.S.C. § 7001 et seq.). You are responsible for keeping your account email address current. You may withdraw your consent to receive electronic communications by closing your account, but doing so will terminate your access to the Service.

5. Merchant Responsibilities

As a merchant, you are solely responsible for:

• the accuracy of invoice information;
• the accuracy of buyer information;
• the accuracy of trade details, line items, prices, quantities, due dates, notes, and related commercial information;
• the correctness of receiving wallet addresses;
• ensuring that the wallet address shown on an invoice or payment page belongs to you or is otherwise authorized by you;
• ensuring that your goods, services, transactions, and trade activity are lawful;
• communicating with your buyers;
• fulfilling orders, shipments, services, and commercial obligations;
• handling refunds, returns, disputes, chargebacks, claims, customs matters, taxes, and compliance obligations;
• reviewing payment verification results before treating an invoice as paid in your own workflow.

You understand that sending crypto to the wrong address, wrong network, or wrong contract may result in permanent loss of funds. InvoCert cannot recover lost funds.

6. Buyer and Payment Flow

Buyers do not need an InvoCert account to use public payment pages.

By accessing a public payment page, submitting a transaction reference, downloading a generated document through a public payment page, or otherwise interacting with the Service without a merchant account, you agree to these Terms to the extent applicable to your use of the Service, including Sections 3, 7, 12, 13, 21, 22, 23, 24, 25, and 26 of these Terms.

A buyer may open a payment page, review payment instructions, send payment directly to the merchant wallet shown on the page, and submit a transaction reference for verification.

For USDT TRC20 payments, the transaction reference is the TRON transaction hash.

InvoCert verifies submitted transaction references using supported blockchain data and provider responses. Verification may be delayed, queued, retried, fail, or remain unavailable if blockchain data, provider data, network access, or Service functionality is delayed or unavailable.

A payment page may show invoice status, total paid, payment history, PDF download links, and related invoice information according to the Service's functionality and the merchant workspace plan.

A merchant workspace may use the same receiving wallet address across multiple open invoices for the same payment method. InvoCert verifies that a submitted transaction reference reflects a qualifying on-chain transfer to the correct wallet for the correct amount and timing; InvoCert does not verify the identity of the person or entity that sent the underlying transaction. A payment recorded against an invoice through this process is not reversed or reattributed by InvoCert. Merchants are responsible for verifying the sender of an unexpected or unrecognized payment, particularly when more than one invoice sharing the same wallet address is open at the same time, before treating an invoice as paid in their own workflow.

7. Crypto and Blockchain Risks

You understand and accept the risks of crypto and blockchain transactions, including:

• blockchain transactions are generally irreversible;
• wallet addresses are difficult or impossible to recover if entered incorrectly;
• funds sent to the wrong wallet may be permanently lost;
• funds sent on the wrong network may be permanently lost;
• token contracts, blockchain networks, wallets, exchanges, infrastructure providers, or RPC providers may fail, delay, censor, or return inaccurate or incomplete information;
• network fees are outside InvoCert's control;
• blockchain congestion may delay confirmation;
• stablecoins may lose value, be frozen, be restricted, or become unavailable;
• transaction verification may depend on third-party infrastructure and publicly available blockchain data.

InvoCert is not responsible for blockchain failures, wallet errors, exchange errors, network fees, failed or delayed confirmations, lost funds, wrong-wallet payments, wrong-network payments, stablecoin risks, or third-party infrastructure failures.

8. Plans, Billing, and Subscriptions

InvoCert may offer Free and Pro plans. Plans, limits, features, pricing, discounts, and billing periods may be shown on the pricing page, billing page, or inside the Service.

Billing is generally per workspace.

Pro subscriptions are prepaid. InvoCert may support subscription durations such as 1, 3, 6, or 12 months. Pro subscriptions do not renew automatically.  To continue uninterrupted access to Pro features, you must initiate renewal before your current subscription period ends. The available durations, pricing, and discounts may change over time. Existing paid subscription invoices record the billing terms at the time of payment. InvoCert does not retroactively modify completed subscription invoices.

Pro subscriptions are paid in USDT TRC20  unless we state otherwise.

Subscription payments for InvoCert platform billing are separate from merchant invoice payments between merchants and buyers.

Workspace Credit.  Subscription overpayments — amounts received on-chain in excess of the amount due on a subscription invoice — are automatically recorded as workspace credit. Workspace credit is automatically applied to reduce the amount due on your next Pro subscription invoice. Workspace credit has no cash value and may only be applied toward Pro subscription payments on the Service.

Taxes.  Subscription prices are exclusive of applicable taxes unless otherwise stated. You are responsible for all sales, use, value-added, goods and services, withholding, or similar taxes or levies, domestic or foreign, applicable to your subscription or use of the Service, other than taxes based on Lorithmic's net income. If Lorithmic is required by applicable law to collect taxes on your subscription, those taxes will be added to your subscription invoice.

We may suspend, limit, or downgrade workspace access if a subscription expires, payment is not completed, a workspace violates these Terms, or we reasonably believe the workspace creates legal, regulatory, security, reputational, or platform-abuse risk.

9. Refunds and Credits

Pro subscriptions are prepaid and generally non-refundable, except where required by law.

If you cancel a pending or partially paid subscription invoice before it is completed, any workspace credit reserved for that invoice will be automatically returned to your workspace credit balance. If a partial on-chain payment was received against a subscription invoice that you cancel, that on-chain amount will also be converted to workspace credit for use on a future Pro subscription invoice. Payment records are preserved for audit purposes. Workspace credit has no cash value and is not redeemable for cash.

If you believe there was a mistake, duplicate payment, technical issue, or unusual circumstance outside the automatic credit-return mechanism described above, contact us at [email protected]. We may, at our discretion, provide a refund, workspace credit, subscription extension, or other adjustment.

Any approved crypto refund may require additional information from you, may be reduced by network fees or third-party costs, and may be returned only to a wallet address that we can reasonably verify.

We do not guarantee cash refunds unless required by law or expressly agreed by us in writing.

10. Generated Documents

The Service may generate documents such as:

• commercial invoice PDFs;
• payment receipt PDFs;
• subscription invoice PDFs.

Generated documents are created from data provided by users and data recorded by the Service.

You are responsible for reviewing generated documents for accuracy before using, sending, relying on, or submitting them to any buyer, supplier, customs broker, freight forwarder, tax authority, accountant, government authority, or other third party.

InvoCert does not guarantee that any invoice, receipt, subscription invoice, or generated document satisfies the legal, tax, accounting, customs, import/export, recordkeeping, or commercial requirements of any jurisdiction, industry, buyer, bank, freight forwarder, customs broker, or government authority.

Generated documents are not legal, tax, accounting, customs, or financial advice.

11. Notifications

The Service may provide Telegram and email notifications for certain events, depending on your workspace plan, settings, and integrations.

Certain billing, security, and platform communications are sent to your account email address regardless of your workspace plan, notification preferences, or Telegram connection status. These include subscription confirmation emails, subscription renewal reminders, account email verification, password reset emails, and notifications of platform-level actions affecting your workspace. You cannot opt out of these communications while your account remains active.

All other invoice activity notifications — including payment received, partial payment, fraud alerts, and invoice status changes — are available on Pro plans only and are subject to your configured notification preferences.

Delivery of all notification types, including always-sent communications, is not guaranteed. Notifications may be delayed, duplicated, blocked, filtered, misdelivered, or fail due to email providers, Telegram, user settings, network issues, third-party services, rate limits, or Service issues.

Your dashboard and records inside the Service should be treated as the primary place to review invoice and payment activity. You are responsible for monitoring important invoice, payment, subscription, and account activity.

12. Acceptable Use

You may use InvoCert only for lawful business purposes and only in accordance with these Terms.

You may not use the Service for goods, services, transactions, or activity that involve:

• illegal activity or unlawful goods or services;
• sanctions evasion, sanctioned persons, sanctioned entities, or comprehensively restricted jurisdictions;
• terrorism, terrorist financing, money laundering, or fraud;
• scams, phishing, impersonation, fake invoices, deceptive payment requests, or social engineering;
• weapons, ammunition, explosives, military goods, or related restricted items;
• controlled substances, illegal drugs, drug paraphernalia, or unauthorized pharmaceutical products;
• counterfeit goods, stolen goods, or goods that infringe intellectual property rights;
• human trafficking, exploitation, forced labor, or abuse;
• gambling, betting, casinos, lotteries, games of chance, or related services;
• adult sexual services, sexually exploitative content, or non-consensual sexual content;
• regulated financial services, custody, exchange, brokerage, lending, investment products, securities, derivatives, money transmission, or similar regulated activity without required authorization;
• attempts to bypass rate limits, security controls, access controls, verification rules, or plan restrictions;
• malware, credential theft, scraping, automated abuse, denial-of-service attacks, or unauthorized access;
• activity that violates the rights of others;
• activity that we reasonably believe creates legal, regulatory, security, reputational, operational, financial, or platform-abuse risk.

We may investigate, suspend, restrict, or terminate accounts, workspaces, invoices, payment pages, or access to the Service if we believe these Terms have been violated or if we believe continued access creates risk.

13. Sanctions and Compliance

You represent and warrant that:

• you are not located in, organized under the laws of, or ordinarily resident in a country or territory subject to comprehensive U.S. government sanctions where use of the Service would be prohibited;
• you are not a sanctioned person or entity, including any person or entity listed on the U.S. Department of the Treasury's Office of Foreign Assets Control (OFAC) Specially Designated Nationals and Blocked Persons List, the Denied Persons List, the Entity List, or any comparable sanctions list maintained by the United States, European Union, United Nations, or other applicable authorities;
• you are not using the Service on behalf of a sanctioned person or entity;
• you will not use the Service for sanctions evasion, money laundering, terrorist financing, fraud, or other unlawful activity;
• your use of the Service complies with all laws and regulations that apply to you.

Export Controls.  You agree to comply with all applicable export and import laws and regulations, including the U.S. Export Administration Regulations (EAR) administered by the U.S. Department of Commerce Bureau of Industry and Security, and economic sanctions programs administered by OFAC. You represent that you are not located in, or ordinarily resident in, a country or territory subject to a comprehensive U.S. government embargo, and that you will not export, re-export, transfer, or otherwise provide access to the Service in violation of applicable export control or sanctions laws.

You are solely responsible for determining whether your use of the Service is lawful in your jurisdiction and for your own compliance obligations.

We may restrict access to the Service from certain countries, regions, users, entities, wallets, transactions, or activities at our discretion.

14. Workspace Suspension and Termination

We may suspend, restrict, or terminate your account, workspace, invoices, payment pages, documents, or access to the Service at any time if:

• you violate these Terms;
• your activity appears fraudulent, abusive, deceptive, illegal, or high-risk;
• your activity may expose us, users, buyers, third parties, or the Service to legal, regulatory, security, reputational, operational, or financial risk;
• you fail to pay applicable subscription amounts;
• we are required or advised to do so by law, regulation, court order, government request, legal process, or risk-control practice;
• continued access may harm the Service or other users.

Suspension may disable actions such as creating invoices, submitting payment verifications, modifying wallet addresses, changing workspace settings, connecting integrations, upgrading, or renewing subscriptions. Existing records and documents may remain accessible where technically and legally appropriate.

You are responsible for exporting any invoice, payment, or document records you need before requesting account closure or before your access is suspended or terminated. Data retention after termination is described in our Privacy Policy.

You may stop using the Service at any time. If you want to request account closure or data-related assistance, contact [email protected].

15. User Content and License

You retain ownership of content you submit to the Service, such as workspace names, logos, invoice details, buyer details, line items, notes, wallet addresses, and transaction references.

You grant Lorithmic a limited, worldwide, non-exclusive, royalty-free license to host, store, process, display, transmit, reproduce, format, and use your content as needed to operate, secure, support, improve, and provide the Service.

You represent that you have the rights and permissions necessary to submit and use your content through the Service.

You may not submit content that is illegal, infringing, deceptive, abusive, harmful, or violates these Terms.

If you submit feedback, suggestions, ideas, bug reports, or feature requests about the Service, you grant Lorithmic a perpetual, irrevocable, worldwide, royalty-free license to use, incorporate, and act on that feedback without restriction or compensation to you.

16. Intellectual Property

The Service, including its software, source code, design, user interface, verification logic, document templates, branding, trademarks, trade names, logos, and all related intellectual property, is owned by or licensed to Lorithmic and is protected by applicable intellectual property laws.

These Terms do not grant you any right, title, or interest in the Service beyond the limited right to use it as described in these Terms.

You may not copy, modify, reverse engineer, disassemble, decompile, reproduce, sublicense, distribute, or create derivative works from any part of the Service without our prior written consent.

The InvoCert name, logo, and related marks are trademarks of Lorithmic LLC. Nothing in these Terms grants you any right to use Lorithmic or InvoCert trademarks, trade names, logos, or branding without our prior written consent.

17. Third-Party Services

The Service may rely on third-party services, networks, infrastructure, or integrations, including:

• blockchain networks;
• blockchain data providers;
• TRON infrastructure providers;
• Telegram;
• email delivery providers;
• S3-compatible storage providers;
• hosting providers;
• analytics, logging, or security infrastructure.

We do not control third-party services and are not responsible for their actions, omissions, delays, outages, data, security incidents, costs, fees, terms, or availability.

Your use of third-party services may be subject to their own terms and policies.

18. Data and Privacy

Our collection, use, storage, and disclosure of personal information is described in our Privacy Policy.

By using the Service, you agree that we may process account, workspace, invoice, payment-reference, subscription, usage, technical, and integration data as needed to provide, secure, support, maintain, and improve the Service.

If you submit personal data relating to third parties — such as buyer names, company names, or other contact information — you represent that you have a lawful basis to share that information with us for processing as described in these Terms and our Privacy Policy, and that you have complied with applicable data protection laws in doing so.

Do not submit personal data, confidential data, or sensitive information unless it is necessary for your use of the Service and you have the right to provide it.

International Users.  InvoCert is operated from the United States. If you access the Service from outside the United States, your personal data may be transferred to and processed in the United States. Data protection laws in the United States may differ from those in your jurisdiction. Additional data protection rights may apply to you depending on your location, including rights under the General Data Protection Regulation (GDPR) for users in the European Economic Area, the United Kingdom, and Switzerland, or under the California Consumer Privacy Act (CCPA) for California residents. Our Privacy Policy describes how we handle data subject requests and cross-border data transfers.

19. Service Availability and Changes

We may modify, update, suspend, discontinue, or limit any part of the Service at any time.

We do not guarantee that the Service will be uninterrupted, error-free, secure, or available at all times.

We may release new features, change existing features, change limits, update supported payment methods, change supported integrations, or discontinue features.

Pricing Changes.  We may change subscription pricing at any time. For active subscriptions, pricing changes will take effect at the start of the next subscription period following the change. We will provide at least thirty (30) days' advance notice of any pricing change affecting your active subscription, by email to the address on file or by in-app notice. Your continued renewal or use of the Service after a pricing change takes effect constitutes your acceptance of the new pricing.

Where practical, we will provide reasonable notice of other material changes to the Service, but we are not required to provide advance notice for changes needed for security, legal compliance, risk management, or Service integrity.

20. Beta and Experimental Features

Some features may be new, experimental, limited, or available on an early-access basis.

Early-access features may change, break, be removed, produce inaccurate results, or have limited support.

You should not rely on early-access features for critical business, legal, tax, accounting, customs, or compliance decisions without independent review.

21. Force Majeure

Lorithmic is not liable for any delay or failure to perform resulting from causes outside its reasonable control, including acts of God, natural disasters, fire, flood, earthquake, pandemic, epidemic, war, terrorism, civil unrest, government actions, laws or regulations, embargoes or sanctions, internet or telecommunications outages, power failures, blockchain network failures, stablecoin restrictions or failures, third-party service outages, cyberattacks, or any other cause beyond Lorithmic's reasonable control.

22. Disclaimers

The Service is provided on an "as is"  and "as available"  basis.

To the maximum extent permitted by law, Lorithmic disclaims all warranties, whether express, implied, statutory, or otherwise, including warranties of merchantability, fitness for a particular purpose, title, non-infringement, availability, accuracy, reliability, security, and uninterrupted operation.

We do not warrant that:

• the Service will meet your requirements;
• the Service will be uninterrupted, timely, secure, or error-free;
• blockchain data or third-party provider data will be accurate, complete, or available;
• payment verification will always be successful, instant, or available;
• generated documents will satisfy legal, tax, customs, accounting, or commercial requirements;
• notifications will be delivered;
• any payment, invoice, receipt, transaction, or commercial relationship will be valid, enforceable, collectible, or dispute-free.

Some jurisdictions do not allow certain warranty disclaimers, so some of these disclaimers may not apply to you.

23. Limitation of Liability

To the maximum extent permitted by law, Lorithmic and its owners, officers, employees, contractors, agents, affiliates, suppliers, and service providers will not be liable for any indirect, incidental, special, consequential, exemplary, punitive, or enhanced damages, including lost profits, lost revenue, lost business, lost data, loss of goodwill, business interruption, commercial disputes, buyer disputes, shipment issues, customs issues, tax issues, or lost crypto assets.

To the maximum extent permitted by law, Lorithmic will not be liable for:

• funds sent to the wrong wallet;
• funds sent on the wrong network;
• failed, delayed, or irreversible blockchain transactions;
• blockchain, wallet, exchange, stablecoin, or provider failures;
• incorrect invoice data entered by users;
• incorrect wallet addresses entered by users;
• buyer or merchant disputes;
• goods, services, shipping, customs, refunds, taxes, or commercial obligations;
• unauthorized account or workspace activity caused by your failure to secure credentials;
• third-party service failures;
• suspension, restriction, or termination under these Terms.

To the maximum extent permitted by law, Lorithmic's total liability for all claims arising out of or relating to the Service or these Terms will not exceed the greater of:

1. the amount you paid to Lorithmic for the affected workspace in the three months before the event giving rise to the claim; or
2. 100 USDT.

This limitation applies whether the claim is based on contract, tort, negligence, strict liability, statute, or any other legal theory, even if we have been advised of the possibility of such damages.

Claim Limitation Period.  Any claim or cause of action arising out of or relating to these Terms or the Service must be filed within one (1) year after the date on which the claim arose, regardless of any statute of limitations to the contrary. Claims not filed within this period are permanently barred, to the maximum extent permitted by applicable law.

Some jurisdictions do not allow certain limitations of liability, so some of these limitations may not apply to you.

24. Indemnification

You agree to defend, indemnify, and hold harmless Lorithmic and its owners, officers, employees, contractors, agents, affiliates, suppliers, and service providers from and against all claims, damages, losses, liabilities, costs, and expenses, including reasonable attorneys' fees, arising out of or related to:

• your use of the Service;
• your account, workspace, invoices, payment pages, documents, wallet addresses, transaction references, or content;
• your goods, services, buyers, suppliers, shipments, refunds, disputes, taxes, customs, or commercial activity;
• your violation of these Terms;
• your violation of any law or regulation;
• your infringement or violation of any third-party rights;
• your fraud, misrepresentation, negligence, or misconduct;
• any claim by a buyer, customer, supplier, regulator, customs authority, tax authority, or other third party related to your use of the Service.

Lorithmic reserves the right to assume exclusive control and direction of the defense of any matter subject to indemnification by you, at your expense. You agree to cooperate fully with Lorithmic in asserting any available defenses and to not settle any such claim without Lorithmic's prior written consent.

25. Governing Law

These Terms are governed by the laws of the State of Wyoming, United States, without regard to conflict-of-law principles.

26. Dispute Resolution

Informal Resolution.  Before filing a claim, you agree to contact Lorithmic at [email protected]  and attempt to resolve the dispute informally. Both parties will make reasonable good-faith efforts to resolve the dispute before initiating formal proceedings. The informal resolution period begins when Lorithmic receives written notice of your dispute and lasts thirty (30) days, unless both parties agree in writing to extend it.

Binding Arbitration.  If the dispute is not resolved informally, any dispute, claim, or controversy arising out of or relating to these Terms, the Service, or the breach, termination, enforcement, interpretation, or validity thereof, including questions of arbitrability, will be resolved by binding arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules, except as stated otherwise in these Terms. If applicable AAA rules or a court of competent jurisdiction determines that AAA Consumer Arbitration Rules apply to a particular dispute, those rules will govern that dispute instead. The arbitrator will have exclusive authority to resolve all disputes submitted to arbitration, including threshold questions of arbitrability. The arbitrator's award will be final and binding and may be entered as a judgment in any court of competent jurisdiction.

Seat and Conduct of Arbitration.  The seat of arbitration will be Wyoming, United States. Unless both parties agree otherwise, and unless the applicable AAA rules require an in-person hearing, arbitration will be conducted remotely via written submissions, videoconference, or telephone. If an in-person hearing is required, it will be held in Wyoming, United States.

Arbitration Fees.  Allocation of AAA filing, administrative, and arbitrator fees will be governed by the applicable AAA rules, except that for claims where the total amount in controversy does not exceed 10,000 USDT, Lorithmic will pay all AAA filing, administrative, and arbitrator fees unless the arbitrator determines that the claim was frivolous or asserted for an improper purpose.

Confidentiality of Arbitration.  The existence of any arbitration proceeding, all submissions and evidence presented in arbitration, and the arbitrator's award will be kept confidential by both parties, except as necessary to enforce an arbitration award, as required by applicable law, legal process, or applicable AAA rules.

Injunctive and Equitable Relief.  Notwithstanding the arbitration requirement, either party may seek temporary or permanent injunctive or other equitable relief from a court of competent jurisdiction to protect intellectual property rights, prevent unauthorized use of or access to the Service, or address a threat of irreparable harm, without waiving the right to arbitrate all other claims.

Opt-Out.  You may opt out of binding arbitration within thirty (30) days of the date you first accept these Terms by sending written notice to [email protected]  with the subject line "Arbitration Opt-Out" and including your name and the email address associated with your account. If you opt out, disputes will be resolved in the state or federal courts located in Wyoming as described below.

Small Claims Exception.  Either party may bring an individual claim in a small claims court of competent jurisdiction if the claim qualifies under that court's jurisdictional rules, without first engaging in arbitration or the informal dispute resolution process.

Class Action Waiver.  To the maximum extent permitted by law, you waive any right to bring or participate in a class action, collective action, consolidated proceeding, representative proceeding, or private attorney general action against Lorithmic. All disputes must be brought solely in your individual capacity. If any portion of this class action waiver is found unenforceable in a particular case, that portion will be severed and the remaining waiver will continue in full effect.

Arbitration Fallback.  If the AAA is unavailable, unwilling, or unable to administer a particular arbitration, the parties will select an alternative arbitration provider by mutual written agreement. If the parties cannot agree on an alternative provider within thirty (30) days, either party may request that a court of competent jurisdiction in Wyoming appoint an arbitrator.

Court Jurisdiction for Non-Arbitrable Matters.  For disputes not subject to arbitration, or if the arbitration agreement is found unenforceable in whole or in part, the parties consent to the exclusive personal jurisdiction and venue of the state and federal courts located in Wyoming, United States, unless applicable law requires otherwise.

27. Changes to These Terms

We may update these Terms from time to time.

If we make material changes, we will provide at least thirty (30) days' advance notice by posting the updated Terms on the Service, sending an email to the address on file, displaying an in-app notice, or using another reasonable method, before the changes take effect. Changes required for security, legal compliance, or risk management may take effect immediately upon notice.

Your continued use of the Service after updated Terms take effect means you accept the updated Terms.

If you do not agree to the updated Terms, you must stop using the Service before the updated Terms take effect.

28. Miscellaneous

Entire Agreement.  These Terms, together with our Privacy Policy and any other policies or terms expressly incorporated by reference, are the entire agreement between you and Lorithmic regarding the Service and supersede all prior or contemporaneous agreements, representations, or understandings relating to the same subject matter.

Severability.  If any provision of these Terms is found to be invalid, illegal, or unenforceable under applicable law, that provision will be limited or eliminated to the minimum extent necessary, and the remaining provisions will continue in full force and effect.

No Waiver.  Our failure to enforce any provision of these Terms at any time is not a waiver of our right to enforce that provision in the future. No waiver of any provision will be effective unless made in writing and signed by an authorized representative of Lorithmic.

Assignment.  You may not assign, transfer, delegate, or sublicense your rights or obligations under these Terms without our prior written consent. Any purported assignment without consent is void. Lorithmic may freely assign or transfer these Terms in connection with a merger, acquisition, reorganization, sale of assets, change of control, or by operation of law, without notice to you.

No Third-Party Beneficiaries.  These Terms do not create any third-party beneficiary rights, except that Lorithmic's affiliates, successors, officers, employees, contractors, and agents are intended third-party beneficiaries of the Limitation of Liability and Indemnification provisions.

Notices.  Lorithmic will send notices to you at the email address associated with your account or by posting to the Service. Notices sent by email are effective when sent to the address on file. Notices posted to the Service are effective when posted. You are responsible for keeping your account email address current. Notices from you to Lorithmic for legal matters must be sent to [email protected]  or to: Lorithmic LLC, 30 N Gould St, STE 21289, Sheridan, WY 82801, USA. Notices from you to Lorithmic are effective when actually received and acknowledged by Lorithmic in writing. Notices to Lorithmic for product support should be directed to [email protected].

Survival.  The following Sections survive expiration or termination of these Terms for any reason: Sections 7, 10, 13, 15, 16, 22, 23, 24, 25, 26, and 28. Any provision that by its nature should survive termination will also survive, regardless of whether it is explicitly listed above.

Relationship of the Parties.  The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, employment, franchise, or agency relationship between you and Lorithmic. Neither party has authority to bind the other.

Language.  These Terms are written in English. To the extent any translated version of these Terms conflicts with the English version, the English version controls.

29. Summary of Key Points

This summary is for convenience only and does not modify or replace the full Terms above. In any conflict, the full Terms control.

• InvoCert is operated by Lorithmic LLC, a Wyoming limited liability company.
• InvoCert is software for invoicing and payment verification.
• InvoCert does not custody, receive, transmit, route, or control merchant funds. Buyers pay merchants directly.
• You must be at least 18 years old and use the Service for lawful business purposes only.
• If you accept these Terms on behalf of a company, you represent you have authority to bind that company.
• Buyers agree to these Terms by accessing a public payment page or submitting a transaction reference.
• Crypto transactions are irreversible and risky.
• Merchants are responsible for invoice accuracy, wallet addresses, buyer data, trade activity, disputes, refunds, taxes, and compliance.
• Generated documents are not legal, tax, accounting, customs, or financial advice.
• Pro subscriptions are prepaid, do not auto-renew, and are generally non-refundable in cash. Subscription overpayments become workspace credit automatically. Pending or partially paid subscription invoices may be cancelled and any reserved workspace credit or received on-chain payment will be returned as workspace credit.
• You may not use the Service for illegal, sanctioned, fraudulent, abusive, or high-risk activity.
• Billing, security, and platform emails are sent regardless of your plan or notification preferences.
• Export your records before closing your account or before suspension.
• All claims must be filed within one (1) year of the date they arise.
• Disputes are subject to binding arbitration under AAA Commercial Arbitration Rules, seated in Wyoming, unless you opt out within 30 days of first accepting these Terms.
• These Terms are governed by Wyoming law.