Terms of Service and License Agreement

1. Who we are and what this covers

InvoiceOffline is a desktop invoicing app for macOS made by Open Cloud LLC, a United States limited liability company ("Open Cloud", "we", "us"). This document is an agreement between you and Open Cloud LLC. Part A (Sections 3 to 14) covers the InvoiceOffline software, in both its free version and its paid Pro license. Part B (Sections 15 and 16) covers this website. The Refund Policy and the Privacy Policy are part of this agreement by reference.

2. Acceptance

You accept this agreement by downloading, installing, copying, or using InvoiceOffline, or by purchasing a Pro license. If you do not agree, do not install or use the app. If you have already purchased a license and do not agree, you may request a refund within the window described in the Refund Policy and stop using the app.

3. The short version of what you get

This summary exists so you can understand your purchase without a lawyer. If anything in it ever differs from the detailed sections below, the detailed sections control.

4. Your license

Free version. Open Cloud grants you a personal, worldwide, non-exclusive, non-transferable license to install and use the free version of InvoiceOffline on computers you own or control, for your own invoicing, including invoicing for your own business or freelance work.

Pro license. When you purchase a Pro license, Open Cloud grants you a personal, worldwide, non-exclusive, non-transferable, perpetual license to install and use InvoiceOffline Version 1 with all Pro features on any number of computers that you personally own or control, for your own invoicing, including invoicing for your own business or freelance work.

The license is granted to a single licensee: one person, or one legal entity when purchased for a business. It may not be sold, rented, lent, sublicensed, or transferred to anyone else. The software is licensed, not sold; Open Cloud keeps all rights not expressly granted here.

5. License keys

Your Pro license key is delivered by email after purchase. Keep it confidential: do not share it, publish it, or provide it to anyone outside your own use as the licensee. Open Cloud may revoke a license key that has been refunded, charged back, publicly shared, resold, or obtained fraudulently. A revoked key may stop being accepted for activation.

6. What you may not do

• Reverse engineer, decompile, or disassemble the app, except to the extent a law expressly permits it despite this restriction.
• Redistribute, resell, rent, or bundle the app or any part of it.
• Share, publish, resell, or give away license keys.
• Circumvent, disable, or interfere with license validation or the free version's limits.
• Remove or alter proprietary notices, or present the app as your own product.

7. Updates and future versions

A Pro license includes every update in the Version 1 line (all 1.x releases): features, improvements, and fixes, at no extra cost. Updates are delivered as new downloads. We decide what to build and when; nothing in this agreement obligates Open Cloud to develop any particular feature or to release updates on any schedule.

If Open Cloud ever releases a major Version 2, it would be a separate paid upgrade and is not included in the Version 1 license. Your Version 1 license would keep working exactly as before; you would never be forced to upgrade.

If you purchased at the founder price, you are entitled to at least 50% off the Version 2 upgrade price, should a Version 2 ever be released.

8. Your data and backups

InvoiceOffline stores your invoices, clients, and business data locally on your device. Open Cloud does not receive, store, or have any copy of that data, and therefore cannot restore it for you. You are solely responsible for backing up your data (the app includes a backup feature) and for keeping your device secure. To the maximum extent permitted by law, Open Cloud is not liable for any loss of or damage to data stored on your device.

9. Not tax, accounting, or legal advice

InvoiceOffline is a tool for creating and managing invoices. It does not provide tax, accounting, or legal advice, and it does not verify that the documents you create comply with the laws of any jurisdiction. You are solely responsible for the accuracy, completeness, and legal compliance of every invoice and document you create with the app, including tax rates, required fields, numbering rules, and filing or reporting obligations. When in doubt, consult a qualified professional.

10. Purchases and Merchant of Record

Pro licenses are sold through Lemon Squeezy, our Merchant of Record. Lemon Squeezy is the seller of record for your purchase: it processes your payment, issues your receipt, and handles applicable sales tax and VAT. Billing questions, payment issues, and refunds are handled through Lemon Squeezy, and you can always reach us at support@invoiceoffline.com and we will help or route the request. Open Cloud receives your order information (such as your email address) to generate and deliver your license key.

11. Refunds

Pro purchases can be refunded within 14 days, as described in the Refund Policy. When a purchase is refunded, the license key is revoked.

12. Termination

Your license terminates automatically if you materially breach this agreement, for example by sharing or reselling a license key, circumventing license validation, or redistributing the app. On termination you must stop using the app and delete your copies. Sections that by their nature should survive (including Sections 8, 9, 13, 14, and 18) survive termination.

13. No warranties

InvoiceOffline is provided "AS IS" and "as available", without warranties of any kind, express or implied, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement. Open Cloud does not warrant that the app will be error-free or uninterrupted, or that it will meet your requirements. Some jurisdictions do not allow the exclusion of implied warranties, so parts of this section may not apply to you; in that case the exclusions apply to the maximum extent permitted, and any statutory rights you have as a consumer remain unaffected.

14. Limitation of liability

To the maximum extent permitted by law, Open Cloud LLC will not be liable for any indirect, incidental, special, consequential, or exemplary damages, or for lost profits, lost revenue, lost data, or business interruption, arising out of or related to this agreement or the app, even if advised of the possibility of such damages. To the same extent, Open Cloud's total aggregate liability for all claims will not exceed the amount you paid for your InvoiceOffline license, or, if you use the free version and have paid nothing, fifty US dollars (USD 50). These limits do not apply where the law does not allow them to, including liability that cannot be excluded under applicable consumer protection law.

15. Using this website

You may use this website to learn about InvoiceOffline, download the app, and purchase a license. You agree not to disrupt or attack the site, probe or breach its security, scrape it at scale, or use it for anything unlawful. The site relies on third-party services (such as Lemon Squeezy for checkout); their use of your data is described in our Privacy Policy.

16. Intellectual property

The InvoiceOffline software, this website, and the InvoiceOffline name and logo belong to Open Cloud LLC. Documents you create with the app (your invoices and their content) are yours. If you send us feedback or suggestions, we may use them to improve the product without any obligation to you.

17. Changes to these terms

We may update these terms from time to time. Changes apply from the moment they are published and to future purchases; they do not shrink what you already bought. If you purchased a Pro license, the license scope in effect at the time of your purchase (perpetual Version 1 license, included 1.x updates, and any founder benefit) continues to apply to you. The "Last updated" date at the top reflects the current revision.

18. Governing law and disputes

This agreement is governed by the laws of the State of Delaware, USA, excluding its conflict-of-law rules. Before starting any formal dispute, contact us at support@invoiceoffline.com and give us 30 days to try to resolve it informally; most issues are fixed this way. Any dispute that cannot be resolved informally will be brought in the state or federal courts located in Delaware, and both parties consent to their jurisdiction. If you are a consumer in a jurisdiction whose law gives you mandatory rights or requires disputes to be heard in your local courts, nothing in this section takes those rights away.

19. General

If any part of this agreement is found unenforceable, the rest remains in effect. A failure to enforce a provision is not a waiver of it. You may not assign this agreement; Open Cloud may assign it to a successor of the InvoiceOffline product or business. This agreement, together with the Refund Policy and Privacy Policy, is the entire agreement between you and Open Cloud about InvoiceOffline.

20. Contact

Open Cloud LLC, publisher of InvoiceOffline. Questions about these terms: support@invoiceoffline.com. A real person answers.