Effective Date: January 20, 2023
The agreement between you (“You,” “Your” or “Yourself”) and Bill.com, LLC (along with its affiliates, successors and assigns, including but not limited to DivvyPay, LLC, Invoice2go, Inc., and Cimrid Pty Ltd. (“BILL,” “We,” “Us,” or “Our”)) is defined by (1) these General Terms of Service (“Terms”), (2) any additional terms that may apply to the particular Services you use, including the Payment Terms and/or International Supplements, and (3) the documents and policies incorporated and referenced in these Terms (the “Agreement”). This Agreement governs Your use of or interactions with the BILL websites (“Website”) and BILL’s products, services, or other offerings, including any updates, bug fixes, help content, and other related materials that BILL provides to You (collectively, the “Service”), including, but not limited, to the BILL Payment Service, BILL mobile applications, any services governed by the International Supplements (“International Services”), Your BILL account and/or any other services, features, functionalities, offers or promotions of BILL. All capitalized terms have the meanings given to them in these Terms, unless otherwise indicated. You should read this Agreement carefully.
By electronically accepting this Agreement or by establishing a BILL account or using the Service after the Effective Date of these Terms, You consent and agree to comply with the Agreement including these Terms. Unless You have chosen one of our International Services which expressly excludes one or more of the following agreements, this Agreement includes and You are consenting to:
Any terms or conditions provided separately to You for the Service.
When You agree to these Terms and accept this Agreement, You do so on behalf of Yourself and any person that You entitle or authorize to use Your BILL Account (with You, each a “User” of Your BILL Account), as well as on behalf of Your Customer(s) and Your Vendor(s) to the extent provided in these Terms. You are responsible for obtaining all consents and authorizations needed to accept this Agreement for others.
USING THE SERVICE ON BEHALF OF ANOTHER. If You use the Service on behalf of another, whether a natural person (an “Individual”) or legal non-natural person or entity (an “Organization”), You represent and warrant that You: (1) are duly authorized and empowered by and for that Individual or Organization to agree to these Terms and accept this Agreement on behalf of the Individual or Organization and (2) accept this Agreement on behalf of the Individual or Organization, unless the Individual or Organization has a separate paid contract with BILL, in which event the terms of that separate paid contract will control. You also represent and warrant that You are duly authorized and empowered to use the Service on behalf of the Individual or Organization.
AGREEMENT TO ARBITRATE. You understand that this Agreement contains an agreement to arbitrate disputes (“Agreement to Arbitrate”), and You agree to the Agreement to Arbitrate as well as the included jury trial and class action waiver.
This Agreement covers:
PRIVACY
By enrolling in or using the Service, You acknowledge and consent to Our Privacy Notice, which governs Our collection, use, sharing, and protection of Your information.The provisions of the Data Processing Addendum are incorporated herein by reference. The Data Processing Addendum is supplemental to and comprises an integral part of this Agreement, and reflects the parties’ agreement with respect to BILL’s Processing of Personal Data, as those terms are defined in the Data Processing Addendum.
CONSENT TO ELECTRONIC COMMUNICATIONS
Through this Agreement, You consent to accept electronic communications as described in Our Consent to Electronic Delivery of Communications and Use of Electronic Signatures.
USING THE BILL SERVICES
Your level of access to the features and functions offered through the Service will depend on Your account type, how You interact with the Service and/or, in certain instances, where You are located, and whether You elect Services that are governed by Our International Supplements.
Eligibility to Use the Service. You represent and warrant that: (a) all Users are at least 18 years of age; (b) all Users and Your Organization or Individual, as appropriate, reside in the United States (except if You have created a Canadian BILL.com account or an IBR account pursuant to the Supplemental Terms of Service for Canadian Users or IBR Users, respectively, in which case this section (b) does not apply); (c) You have not previously been suspended or removed from the Service; and (d) You will provide any and all documentation as requested by BILL, including as needed to verify identity and creditworthiness.
You understand and agree that if You are a corporation, partnership, or other Organization, then Your User(s) may access Your BILL account from outside of the country where You hold Your BILL account. You consent to BILL obtaining Your personal and/or business credit report from a credit reporting agency at account opening and whenever We reasonably believe there may be an increased level of risk associated with Your account.
Payment Services. The Service includes a platform that enables You to make payments to third parties (Your “Vendors”), receive payments from third parties (Your “Customers”), and manage (on Your own behalf or on behalf of third parties who authorize You to do so) accounts payable and accounts receivable electronically (“Payment Services”). Use of the Payment Services is subject to the Payment Terms and Network Rules. BILL is a money services business and a licensed money transmitter in the United States and Canada, and a provider of money transmission services in the US and Canada.
Third-Party Service Providers. You grant to BILL and We reserve the right to use third parties to provide and/or facilitate the Service. If BILL uses third parties to provide or facilitate the Service, We will remain responsible to You for providing the Service under this Agreement.
Account Administrators. Each account registered with BILL (a “BILL Account”) must have at least one User in the “Administrator” role to manage and control access to the BILL Account (see here for more information about roles and permissions). The Administrator may invite and authorize other Users to access, establish login credentials for, and use the BILL Account. The Administrator may revoke access and authorization of a User. Information about User(s) and their use of the Service may be provided by Us to the Administrator. If You are an Administrator, You understand and agree that You are responsible for any actions or inactions of a User that are not in compliance with this Agreement.
Account Registration. Some of the Services require You to register to create an Account. Users will be asked to create a strong password and provide a device on which to receive a multi-factor authentication code, one-time password or similar authentication token or mechanism (collectively, the User’s “Login Credentials”). When registering You agree to: (a) provide true, accurate, current and complete information about Yourself and/or the Organization which, depending on the type of account, may include name, address, date of birth, Employee Identification Number, Social Security Number and Beneficial Ownership information; (b) provide other identifying documents including your driver’s license and related business documents as requested by Us; and (c) maintain and promptly update this information to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or we have grounds to suspect that such information is untrue, inaccurate, not current or incomplete, we may suspend or terminate your account and refuse any and all current or future use of our Services (or any portion thereof).
Updates to the Service. BILL reserves the right, from time to time to update the Service and/or make new applications, tools, features or functionalities available through the Service, the use of which may be contingent upon Your agreement to additional terms and/or service fees. BILL reserves the right to discontinue the Service, or certain applications, tools, features or functionalities of the Service, for any reason at any time, in BILL’s sole discretion, without BILL incurring any liability to You.
ACCOUNT SECURITY
Security of User Login Credentials. Users are solely responsible for maintaining the confidentiality of Login Credentials. To the extent allowed by law, You accept responsibility for all activities on Your account authenticated through User Login Credentials, including all payment instructions provided to BILL, whether authorized or not. Each User agrees to keep User Login Credentials confidential and secure, and Users will not give or make Login Credentials available, directly or indirectly, to any unauthorized individual. You acknowledge and agree that if Users allow, whether through action or inaction, a person to gain access to Login Credentials, with or without permission, the User is authorizing that person to use the Service, and You will be responsible for all transactions that result from such access, even if they are unauthorized, fraudulent, or you did not want the transactions performed.
Commercially Reasonable Security Procedures. You acknowledge and agree that Our security procedures are a commercially reasonable method of verifying Your identity and payment instructions, providing security against unauthorized payment instructions and fraud, and protecting Your BILL account.
Lost, Stolen or Compromised Account or Login Credentials. You agree to immediately notify BILL’s Customer Support by clicking on Help once You have logged in (if You are unable to log in, please click on the chat modal here to connect with Us) if You believe that Your BILL account has been compromised or accessed without authorization, or any User’s Login Credentials have been lost, stolen or compromised, or someone has attempted or may attempt to make or request payments through Your BILL account without authorization.
Responsibility for Instructions. To the extent allowed by law, You agree to be bound by all instructions, including payment instructions, bank account changes, currency conversion, etc. and/or transactions initiated in compliance with BILL’s security procedures and this Agreement, whether or not authorized. You agree that You will be liable for all losses or payments resulting from (1) the theft, loss, compromise, or unauthorized use of Your BILL account or User Login Credentials and/or (2) any losses or unauthorized payments resulting from any fraudulent or illegal compromise of Your systems or processes. You agree that You will be responsible and liable for payments or transfers containing inaccurate instructions or other errors, unless limited by law.
Upon Your timely report, We may, in Our sole discretion, use good faith measures to attempt to reverse and recover any unauthorized or erroneous payments or transfers on Your behalf, but BILL will have no responsibility, obligation, or liability in relation to such payments or transfers or any reversal or recovery attempts.
If You are an Individual consumer, please see our Electronic Funds Transfer Agreement and Disclosures & Error Resolution Notice for more information regarding Your rights and liabilities for unauthorized electronic payments and other errors.
Access through Third Party Platforms. If Users choose to access Your account through a third-party platform, You are making a determination that the third-party platform and its login protocol are sufficiently secure to protect User Login Credentials and Your BILL account, and You accept full responsibility and liability if access through the third-party platform leads to the compromise of User Login Credentials or Your BILL account.
RESTRICTIONS ON USE
Acceptable Use Policy. If You use certain Services, such as our Payment Service, a line of credit, bank account, or loan, You represent and warrant that You will not use the Service in connection with any business or industry prohibited under BILL’s Acceptable Use Policy. BILL reserves the right, in its sole discretion, to update or change the Acceptable Use Policy at any time. You are solely responsible for ensuring that Your use of the Service complies with the current Acceptable Use Policy. You acknowledge and agree that if You are in violation of the Acceptable Use Policy, BILL may, in its sole discretion and without notice to You, immediately suspend or terminate Your access to the Service.
Service for Authorized and Lawful Purposes Only. You agree that You will use the Service only as permitted by applicable law and exclusively for authorized purposes, consistent with this Agreement. You agree that you will not, and You will not allow any third party, to:
Access, monitor, or attempt to access or monitor any BILL materials, systems, programs, or data that are not available for Your or public use, or in any way not expressly permitted under this Agreement;
Copy, reproduce, republish, upload, post, transmit, or distribute in any way, any material or content from the Service, except for Your User Data and relevant transactional information BILL makes available to You in connection with the Payment Services;
Work around any technical limitations in the Service, or decompile, disassemble, or otherwise reverse engineer the Service;
Perform or attempt to perform any actions that could interfere with the proper operation of the Service, prevent access to or use of the Service by BILL’s other licensees or users, or impose an unreasonable or disproportionately large load on BILL’s infrastructure;
Intentionally distribute malware, viruses, worms, Trojan horses, corrupted files, spyware, adware, or other items of a destructive or deceptive nature through the Service;
Perform any fraudulent activity or any activity that jeopardizes the security of Your account or anyone else’s account, including but, not limited to, attempting to obtain the password or other security information from another User, impersonating any person or entity, claiming a false affiliation, accessing any other Service account without permission, or falsifying Your information;
Use the Service other than in compliance with all applicable controls of export laws and regulations, and if the Service is provided to You in the United States, You will not export the Service, which may be subject to export restrictions imposed by US law;
Use or upload any harmful, obscene, abusive or offensive language through the Service;
Use or alter any intellectual property of BILL, except as permitted under this Agreement;
Use the Service in a way that infringes or violates the intellectual property rights of BILL or any other third party;
Use the Service to transmit spam or other unsolicited email, or any processes that run or are activated while You are not logged into our Services, or that otherwise interfere with the proper working of our Services (including by placing an unreasonable load on our Services’ infrastructure);
“Crawl,” “scrape,” or “spider” any page, data, or portion of or relating to our Services (through use of manual or automated means);
Transfer or assign the rights granted to You under this Agreement; or
Otherwise use the Service except as expressly allowed under this Agreement.
No Assignment or Transfer. You may not assign or transfer the Agreement, in whole or in part, without BILL’s written consent. Any attempted assignment or transfer in violation of this section or this Agreement will be null and void. BILL may assign its rights or delegate its obligations hereunder without Your consent. Subject to these restrictions, the Agreement will inure to the benefit of the successors and permitted assigns of the parties.
No Office of Foreign Assets Control (“OFAC”) Sanctions. You represent and warrant that: (a) You are not located in a country that is subject to U.S. Government sanctions or embargoes, including Iran, Syria, Cuba, North Korea, and the Crimea, DNR and LNR regions of Ukraine, or are a State Sponsor of Terrorism as defined by the US Department of State, or are a person, group or entity that has been designated by the U.S. Government as a Specially Designated National (SDN); (b) You are not listed on any U.S. Government list of prohibited or restricted parties; and (c) You will not use the BILL Service to send money, either directly or indirectly, to a sanctioned country/region, person, group or entity. Furthermore, you will not access the BILL platform or use BILL services in a sanctioned country or region.
No Marketing. If BILL provides You with information about another User of the Service, You acknowledge and agree that You will not use the information for any purpose other than the purpose for which the information is provided to You. You may not disclose, sell, rent, or distribute another User’s information for any purpose unrelated to Your use of the Service. You may not use the information for marketing purposes, unless You separately obtain the appropriate consent of the specific User to do so.
RIGHTS WE GRANT TO YOU
License We Grant to You. Subject to this Agreement, including payment of all Service Fees, BILL grants to You a personal, limited, non-exclusive, non-assignable, non-transferable and non-sublicensable license to access and use the Service, including without limitation the software that enables the Service, together with any updates, bug fixes, help content, and other related materials that BILL provides to You , solely for Your own use for so long as You are authorized to use the Service. You acknowledge and agree that if You are in violation of this Agreement, BILL may, in its sole discretion and without notice to You, immediately suspend or terminate Your license and/or access to the Service.
Reservation of Rights by BILL. BILL reserves and retains all rights in the Service not expressly granted to You in this Agreement. The Service is protected by copyright, trade secret, and other intellectual property laws. BILL and its licensors, if any, own the title, copyright, and other worldwide intellectual property rights in the Service and all copies thereof. This Agreement does not give You any rights in BILL’s or its licensors’ intellectual property, including its trademarks or service marks.
RIGHTS YOU GRANT TO US
Right of Set Off. To the extent permitted by law, You grant to Us the right to apply or set off any money or credit balance in which You have an interest and which is in Our possession, custody or control, including BILL Balance, in satisfaction of any amounts or liabilities that You owe to Us.
Account Termination. BILL reserves the right to suspend or terminate Your account or Your access to the Service at any time, for any reason (including for a violation of this Agreement, the failure to pay applicable Service Fees, or inactivity), in Our reasonable discretion, without BILL incurring any liability to You. If We suspend or terminate Your account or access to the Service, We will use commercially reasonable efforts to provide notice to You, but will not be required to do so and will not be liable for failure to do so.
Feedback. If You provide any feedback, suggestions, or comments to BILL regarding the Service, including concerning the functionality and performance of the Service, You agree to assign to BILL all rights, title, and interest in and to such feedback, and BILL is free to use such feedback, suggestion, or comment without payment or restriction on account of intellectual property rights or otherwise.
Right to Contact You. As permitted by law, Your use of or interaction with the Service provides Your consent to receive informational calls, marketing calls, and text messages from BILL at any telephone number provided to Us in connection with Your BILL account including by automated means. We may place these calls or texts for any purpose consistent with this Agreement or Our Privacy Notice, including but not limited to providing multi-factor authentication or a one-time password, notifying You regarding Your account, and regarding new account functions, features and Services, and helping You with Your BILL account, or to resolve a dispute. Standard rates and text charges may apply. You can opt out of receiving calls from BILL at any time by contacting BILL Customer Support by clicking on Help once You have logged in (if You are unable to log in, please click on the chat modal here to connect with Us).
Monitoring/Recording of Telephone Calls. You understand and agree that BILL may, without further notice or warning and in Our sole discretion, where permitted by law, directly or through a third-party service, monitor and/or record any telephone calls between You and Our employees, contractors, or agents for purposes of quality control and/or training purposes, as required by applicable law, or for BILL’s protection. While Your communications with BILL may be overheard, monitored, or recorded, not all telephone lines or calls may be recorded by BILL, and We do not guarantee that recordings of any particular telephone calls will be retained or retrievable.
ANTI-MONEY LAUNDERING AND KNOW YOUR CUSTOMER REQUIREMENTS
Under the US Patriot Act, to help the U.S. government fight the funding of terrorism and money laundering activities, federal and state law requires financial institutions, including money services businesses, to obtain, verify, and record information that identifies every customer.
What this means for You. In certain cases, when You use the Service, We will ask You for Your name, address, date of birth, and, if You are located in the United States, Your social security number (SSN) and/or Employer Identification Number (EIN) and other information that will allow Us to identify You. We may also ask to see other identifying documents, including but not limited to, Your driver’s license and business related documents. We will let You know if additional information is required.
Verification Required. We reserve the right to refuse to allow any User, Vendor, or Customer to use or participate in the Service if We are unable to obtain or verify information relating to identity or financial condition, such as identifying information for an Organization’s representatives or beneficial owners. Notwithstanding any steps that We take to verify the information provided to Us, You represent and warrant that all information You provide is complete, truthful, accurate, and up-to-date. You also agree to provide Us with updated information if the information You have provided to Us changes.
Review of Accounts and Payments. You grant to Us and BILL reserves the right to review or place on hold any BILL account or any payment requested or initiated through the Service for any reason, including but not limited to credit and fraud risk or compliance with applicable laws (such as anti-money, laundering regulations, combating terrorist financing laws, and OFAC sanctions and sanctions laws applicable in the country where You are located), conflicting ownership claims, and legal orders. In Our sole discretion, BILL may place a hold on a payment for as long as reasonably necessary to conduct an appropriate inquiry regarding the payment, a BILL account, a User, an Organization or Individual, a Customer, a Vendor, or any related facts or circumstances. Depending on the results of this review, BILL reserves the right to take any appropriate action, including canceling the payment, reversing the payment, or continuing to hold the payment pending instructions from a government agency.
Reports. You acknowledge that We may make appropriate reports regarding payments made through the Service, including but not limited to financial institutions, regulators, tax agencies and law enforcement authorities, and We will cooperate with the appropriate authorities in any resulting investigation or prosecution, all as required or permitted by law.
USER DATA
BILL Access to User Data. If You upload, store, share, or otherwise process Your documents, information, data and content ("User Data"), You consent to BILL’s access and processing of User Data in accordance with Our Privacy Notice, this Agreement, the settings on Your BILL account, or the features of the Service You elect to use. BILL reserves the right to remove or delete User Data from the Service for any reason, including if User Data violates this Agreement or applicable law, in BILL’s reasonable discretion, without BILL incurring any liability to You. Except as otherwise provided in this Agreement, We do not claim ownership of User Data.
No Monitoring. You acknowledge and agree that BILL has no responsibility to monitor or police Your use of the Service, including but not limited to communications, information or data transmitted through the Service, such as User Data, and BILL will not be responsible for the content of any such communications, data or transmissions. However, BILL reserves the right, at all times, to review, retain and disclose any such information as necessary to ensure compliance with this Agreement or as required or permitted by law.
BILL Access to Technical Data. You agree that BILL may collect, use and disclose to BILL’s service providers technical data and related information (including but not limited to information about Your device, system and application software, and peripherals), to provide You with the Service, Service updates, product support, risk and fraud management and other services related to the Service, and to track and report Your activity inside of the Service. You understand that BILL may use aggregated and anonymized data for analytics purposes. Please see Our Privacy Notice for more details on how BILL collects, uses, shares and protects Your information.
No Liability. Subject to Our Privacy Notice, You agree that BILL will have no responsibility or liability with respect to User Data that You request or choose to have processed, transmitted, disclosed, or stored in connection with the Service, including with respect to any of User Data that You request to have deleted from the Service, other than as provided under this Agreement.
FEES AND PAYMENT TERMS
Service Fees. Access to the Service, or to certain features of the Service, may require You to pay certain fees (individually and collectively, “Service Fees”), including but not limited to account subscription fees, transaction fees, payment processing fees, and other special services fees. Transaction, payment processing or other special service fees are separate from subscription fees associated with subscription plans. Additional information on pricing tiers and Service Fees can be found here. You agree to pay when due all Service Fees applicable to Your use of the Service. You agree that You are responsible for the full amount of applicable Service Fees for each billing cycle in which You use the Service or maintain a BILL account, even if You don’t use the Service during the billing cycle or use the Service for only a portion of the billing cycle. BILL reserves the right to refuse to cancel Your BILL account if Your account is not in good standing or has any overdue Service Fees.
Changes to Service Fees. BILL reserves the right to change the Service Fees from time to time, in its sole discretion. BILL will provide advanced notice of any material increase of a change in Service Fees. If the increase in Service Fees is not acceptable, Your sole and exclusive remedy will be to stop using the Service and/or cancel Your BILL account, as applicable. By continuing to use the Service after notice of the new Service Fees, You accept all changes in Service Fees. All Service Fees are non-refundable, except in the sole discretion of BILL.
Payment of Service Fees. You authorize BILL to use the credit or debit card You have provided to Us and/or that We (along with our bank partner) have provided to You (as updated by You from time to time), and/or the bank account associated with Your BILL account (each a "Billing Account") to automatically charge You in U.S. dollars for the Service Fees applicable to Your BILL account or Your use of the Service, plus any applicable taxes. If BILL is unable to charge the Billing Account for any reason, You agree to pay all past due Service Fees and taxes within 5 business days of notice of non-payment from BILL. If amounts owed are not paid within 5 days of that notice, interest will accrue on all past due amounts at the rate of 1.5% per month or the highest rate of interest allowed by law (whichever is less), calculated from the date the amount was due until the date that payment is received. If Your BILL account becomes overdue, BILL will be entitled to reimbursement for the reasonable costs of collection, including reasonable attorneys’ fees and expenses.
Inactive Accounts. If Your BILL account becomes inactive because You do not process a payment for an extended period of time, or because You have not linked a valid bank account, You may have a balance that is deemed “unclaimed” or “abandoned” under applicable state law. BILL may transfer any such "unclaimed" or "abandoned" funds in Your BILL account as required or permitted by applicable law. As provided by law, BILL may deduct a dormancy fee from any funds transferred under this paragraph.
DEACTIVATING A USER OR CANCELING YOUR BILL ACCOUNT
Your Right to Cancel. If you are an Administrator on the BILL Account, You may request to deactivate a User or cancel Your BILL Account at any time by submitting a request to BILL’s Customer Support by clicking on Help once You have logged in (if You are unable to log in, please click on the chat modal here to connect with Us). Deactivating Users may impact your pricing tier, please see additional information on pricing tiers and Service Fees.
Effective Date of Cancellation: Subscription Accounts. This section applies to You if Your BILL Account is an account with agreed upon subscription Service Fees (“Subscription Account”). Your Subscription Account will automatically renew each billing cycle unless You request to deactivate a User or cancel Your account. You may cancel Your Subscription Account in the manner described above. When You request to deactivate a User, the User deactivation will be effective on the last billing day of the then-current billing cycle for the Subscription Account or the date such request is processed and completed by Us, whichever is earlier. When You request to cancel a Subscription Account, the cancellation will be effective on the last day of the then-current billing cycle for Your Subscription Account, if there are no pending payments on the BILL account or if all pending payments will be posted and completed before the end of that billing cycle. If there are pending payments that will not be posted and completed by the last day of the billing cycle in which You request to cancel Your Subscription Account, the account cancellation will be effective on the last day of the next billing cycle or the date on which the last requested payment is posted and completed, whichever is later. BILL reserves the right to void any payments that have not been processed and paid on or before the effective date of account cancellation. You will be responsible for all Service Fees that accrue up to the effective date of cancellation.
Effective Date of Cancellation: Non-Subscription Accounts. If You do not have a Subscription Account with BILL, Your request to deactivate a User or to cancel Your BILL Account will be effective on the date the request is processed or the date on which the last requested payment is posted and completed, whichever is later. You will be responsible for all Service Fees that accrue up to the effective date of cancellation.
Your Documents. If You cancel Your BILL Account, BILL may maintain copies of any information or data that You upload to or create in the Service, such as Your User Data, BILLs, and Documents, as required or permitted by law, this Agreement or Our Privacy Notice.
WARRANTY AND DISCLAIMER
BILL WARRANTS THAT IT WILL PROVISION THE SERVICE IN A PROFESSIONAL AND WORKMANLIKE MANNER. EXCEPT AS SET FORTH ABOVE, THE SERVICE IS PROVIDED "AS-IS" WITHOUT ANY WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT. YOU ASSUME ALL RISK AS TO THE RESULTS AND PERFORMANCE OF THE SERVICE AND YOUR DEALING WITH ANY OTHER SERVICE USER. BILL DOES NOT WARRANT THAT THE SERVICE IS COMPLETELY SECURE OR IS FREE FROM BUGS, INTERRUPTIONS, ERRORS, OR OTHER PROGRAM LIMITATIONS, OR THAT ALL ERRORS WILL BE CORRECTED. BILL FURTHER DISCLAIMS ANY AND ALL WARRANTIES ARISING FROM THE COURSE OF DEALING OR USAGE OF TRADE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM BILL OR ELSEWHERE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT. YOU UNDERSTAND AND AGREE THAT YOU USE THE SERVICE, AND USE, ACCESS, DOWNLOAD, OR OTHERWISE OBTAIN MATERIALS OR CONTENT THROUGH THE SERVICE AND ANY ASSOCIATED SITES OR SERVICES, AT YOUR OWN DISCRETION AND RISK, AND THAT YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM OR MOBILE DEVICE USED IN CONNECTION WITH THE SERVICE), OR THE LOSS OF DATA THAT RESULTS FROM THE USE OF THE SERVICE OR THE DOWNLOAD OR USE OF THAT MATERIAL OR CONTENT.
THIRD-PARTY SERVICES, WEBSITES, AND PRODUCTS
Third-Party Services. Through the Service, You may access third-party websites, databases, networks, servers, information, software, programs, systems, directories, applications, or products or services (collectively, “Third-Party Services”).
No Control Over Third-Party Services. BILL does not have or maintain any control over Third-Party Services, and is not responsible for their content, operation, or use. By linking or otherwise displaying information from or providing access to any Third-Party Services, BILL does not give any representation, warranty or endorsement, express or implied, with respect to the legality, accuracy, quality, or authenticity of content, information, or services provided by those Third-Party Services.
Terms of Third-Party Services. Third-Party Services may have their own terms of use, licenses or privacy policies, and may have different practices and requirements from BILL. For example, if You access or use the Google Maps Platform (“Google Maps”) through the Service, Your use of Google Maps is subject to Google’s Terms of Service and the Google Privacy Policy. You are solely responsible for reviewing any terms of use, privacy policies or other terms governing Your use of these Third-Party Services, which You use at Your own risk. You are advised to make reasonable inquiries and investigations before entering into any transaction, financial or otherwise, and whether online or offline, with any third party related to any Third-Party Services.
Disclaimer of Liability for Third-Party Services. You are solely responsible for taking the precautions necessary to protect Yourself from fraud when using Third-Party Services, and to protect Your computer systems from viruses, worms, Trojan horses, and other harmful or destructive content and material that may be included on or may emanate from any Third-Party Services. BILL disclaims any and all responsibility or liability for any harm resulting from Your use of Third-Party Services, and You irrevocably waive any claim against BILL with respect to the content or operation of any Third-Party Services.
Third-Party Software. If you download any BILL application onto your mobile device, the software You download consists of a package of components, including certain third-party software (“Third-Party Software”) provided under separate license terms (the “Third-Party Terms”). Your use of the Third-Party Software in conjunction with the Service in a manner consistent with this Agreement is permitted, however, You may have broader rights under the applicable Third-Party Terms and nothing in this Agreement is intended to impose further restrictions on Your use of the Third-Party Software.
Synching Your BILL Account with Your Accounting Software. If You choose to synchronize Your BILL Account and Your accounting software, You understand and agree that You are solely responsible, and BILL is not responsible, for the information and data that You choose to synchronize and share between Your BILL account and Your accounting software. If You choose to link Your BILL account to Your accounting software, You are making a determination that the accounting software is sufficiently secure to protect Your BILL account. When You synch Your BILL Account and/or Your User Data with third-party accounting software, You understand and agree that: (1) Your BILL Account data and User Data synched with the accounting software is subject to the terms of service and privacy policy of the accounting software provider and (2) any data synced from the accounting software to the Service is subject to BILL’s Terms and Privacy Notice.
Third-Party Disputes. BILL IS NOT AFFILIATED WITH ANY OTHER BILL USER, CARRIER, SERVICE PROVIDER, THIRD-PARTY, OR THIRD-PARTY SERVICE, AND ANY DISPUTE YOU HAVE WITH ANY OTHER BILL USER, CARRIER, SERVICE PROVIDER, THIRD-PARTY SERVICE, OR OTHER THIRD PARTY ARISING FROM YOUR USE OF THE SERVICE, INCLUDING, WITHOUT LIMITATION, YOUR EMPLOYER, IS SOLELY BETWEEN YOU AND SUCH THIRD PARTY, AND YOU IRREVOCABLY RELEASE BILL (AND OUR OFFICERS, DIRECTORS, AGENTS, SUBSIDIARIES, JOINT VENTURES, AND EMPLOYEES) FROM ANY AND ALL CLAIMS, DEMANDS AND DAMAGES (INCLUDING BUT NOT LIMITED TO DIRECT AND CONSEQUENTIAL DAMAGES AND OTHER SPECIAL, INDIRECT OR INCIDENTAL DAMAGES)) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES. BILL WILL NOT, AND WILL NOT ATTEMPT, TO REVERSE OR OTHERWISE RECOVER ANY PAYMENT OR TRANSACTION THAT IS SUBJECT TO A BONA FIDE DISPUTE BETWEEN YOU AND ANY THIRD PARTY.
Limited Third-Party Rights to Enforce this Agreement. You acknowledge and agree that certain distributors of the Service, including but not limited to mobile app store providers, such as Apple, Inc. and Google Inc., are intended beneficiaries of this Agreement and have a limited right to enforce this Agreement directly against You. Other than as set out in this section, this Agreement is not intended to grant rights to anyone except You and BILL, and in no event shall the Agreement create any third-party beneficiary rights. No additional consents are required to exercise any rights to terminate, rescind, or agree to any variation, waiver, or settlement of this Agreement.
Mobile Applications. When You download a BILL mobile application (“mobile app”) from the Apple App Store, the Google Play Store, or other authorized app store provider (collectively and individually, “Mobile Provider”) for use on a mobile device, You acknowledge and agree to that this Agreement is between You and BILL only, not the Mobile Provider, and the Mobile Provider is not responsible for the Service or the content thereof. The Mobile Provider has no obligation whatsoever to furnish any maintenance and support services with respect to the Service. You agree that the Mobile Provider is not responsible for addressing any claims by You or any third party relating to the Service or your possession and/or use of the Service. The Mobile Provider is not responsible for the investigation, defense, settlement and discharge of any third-party claim that the Service or Your possession and use of the Service infringes that third party’s intellectual property rights. You agree to comply with any applicable third-party terms when using the Service through a mobile app.
LIMITATION OF LIABILITY
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL BILL BE LIABLE TO YOU, YOUR ORGANIZATION OR INDIVIDUAL, ANY USER, OR ANY THIRD PARTY IN CONNECTION WITH THIS AGREEMENT OR THE SERVICE FOR ANY INCIDENTAL, INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, LOSS OF INCOME, DATA, PROFITS, REVENUE OR BUSINESS INTERRUPTION, OR COST OF SUBSTITUTE SERVICES, OR OTHER ECONOMIC LOSS, WHETHER OR NOT BILL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND WHETHER ANY CLAIM FOR RECOVERY IS BASED ON THEORIES OF CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY) OR OTHERWISE. BILL WILL NOT BE LIABLE FOR ATTORNEYS’ FEES, EXCEPT AS REQUIRED BY LAW.
NOTWITHSTANDING ANY OTHER PROVISIONS OF THIS AGREEMENT, IN NO EVENT SHALL BILL’S AGGREGATE LIABILITY TO YOU, YOUR ORGANIZATION OR INDIVIDUAL, ANY USER, OR ANY THIRD PARTY IN CONNECTION WITH THIS AGREEMENT OR THE SERVICE EXCEED THE TOTAL FEES PAID BY YOU OR YOUR ORGANIZATION TO BILL IN THE TWELVE MONTH PERIOD PRECEDING THE EVENT(S) THAT GAVE RISE TO SUCH LIABILITY, OR ONE HUNDRED DOLLARS ($100.00), WHICHEVER IS GREATER, REGARDLESS OF THE FORM OR THEORY OF THE CLAIM OR ACTION.
Customer acknowledges that each provision of this Agreement that provides for a limitation of liability, disclaimer of warranties, or exclusion of damages is an essential element of these Terms and is intended to and does allocate the risks reasonably between the parties under this Agreement, and that in the absence of such limitations the pricing and other provisions in these Terms would be substantially different. Each of these provisions is severable and independent of all other provisions of this Agreement. All limitations of liability, disclaimers of warranties, and exclusions of consequential damages or other damages or remedies will remain fully valid, effective and enforceable in accordance with their respective terms, even under circumstances that cause an exclusive remedy to fail of its essential purpose. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF DAMAGES, LIABILITY OR CERTAIN WARRANTIES IN CERTAIN CIRCUMSTANCES. ACCORDINGLY, IN THOSE JURISDICTIONS, SOME OF THESE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY.
INDEMNITY
You agree to full liability and responsibility for Your use of the Service, and You will defend and indemnify BILL and its officers, directors, employees, consultants, affiliates, subsidiaries and agents from and against every claim, liability, damage, loss, and expense, including reasonable attorneys' fees and costs, arising out of or in any way connected with: (a) Your violation of any portion of this Agreement, or any applicable law or regulation; (b) Your violation of any third-party right, including any intellectual property right, or publicity, confidentiality, other property or privacy right; or (c) any dispute or issue between You and any third party. We reserve the right, at Our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by You (without limiting Your indemnification obligations with respect to that matter), and in that case, You agree to cooperate with Our defense of that claim.
DISPUTE RESOLUTION
Mandatory Arbitration of Disputes. YOU AND BILL EACH AGREE THAT, EXCEPT AS PROVIDED BELOW, ANY DISPUTE, CLAIM, OR CONTROVERSY ARISING OUT OF OR RELATING IN ANY WAY TO THE SERVICE, THE WEBSITE, OR THIS AGREEMENT (A “CLAIM”) WILL BE RESOLVED ON AN INDIVIDUAL BASIS BY BINDING ARBITRATION OR IN SMALL CLAIMS COURT. You and BILL agree that the U.S. Federal Arbitration Act governs the interpretation and enforcement of this arbitration provision and that You and BILL are each waiving the right to a trial by jury or to participate in a class action. This arbitration provision shall survive termination of this Agreement.
Arbitration is less formal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, may allow for more limited discovery than in court, and is subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award (although the arbitrator must abide by the contractual limits on damages in this Agreement) and must enforce applicable statutes of limitation and legal defenses.
Either You or BILL can seek to have a Claim resolved in small claims court if all the requirements of small claims court are satisfied. Either You or BILL may seek to have a Claim resolved in small claims court in your county of residence or the small claims court in closest proximity to Your residence, and You may also bring a Claim in small claims court in the Superior Court of California, County of Santa Clara.
Class Action Waiver. TO THE FULLEST EXTENT PERMITTED BY LAW, YOU AND BILL AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. YOU AND BILL AGREE THAT CLASS ACTIONS, CLASS ARBITRATIONS, REPRESENTATIVE ACTIONS, AND/OR CONSOLIDATION OF ACTIONS OR ARBITRATIONS ARE NOT ALLOWED. If this specific Class Action Waiver provision is found to be unenforceable, then the entirety of this Dispute Resolution section shall be null and void.
Notice of Claim and Good Faith Efforts to Resolve a Claim. If You intend to seek arbitration, You must first send a written notice of Your Claim (“Notice”) to BILL. The Notice of Claim to BILL should be sent in care of our registered agent: Incorporating Services, Ltd., 3500 South DuPont Hwy, Dover, Delaware 19901. The Notice should include both the mailing address and email address You would like BILL to use to contact You. A Notice, whether sent by You or BILL, must describe: (a) the nature and basis of the Claim; and (b) the remedy sought. You and BILL agree to make good faith efforts to resolve the Claim directly. The statute of limitations and any filing fee deadlines shall be tolled while the parties engage in the informal dispute resolution process set forth in this section. If we do not reach an agreement within 60 days after the Notice is received, You or BILL may commence an arbitration proceeding by filing a Demand for Arbitration or, alternatively, by filing a Claim in small claims court. If a Claim qualifies for small claims court, but a party commences an arbitration proceeding, You and BILL agree that either party may elect instead to have the Claim resolved in small claims court, and upon written notice of a party’s election, the American Arbitration Association (“AAA”) will administratively close the arbitration proceeding. Any dispute about whether a Claim qualifies for small claims court shall be resolved by that court, not by an arbitrator. In the event of any such dispute, the arbitration proceeding shall remain closed unless and until a decision by the small claims court that the Claim should proceed in arbitration.
Arbitration Procedures. A party who wishes to commence arbitration must submit a written Demand for Arbitration to the AAA and give notice to the other Party. The AAA provides a form Demand for Arbitration at www.adr.org. Any arbitration between You and BILL will be administered by the AAA before a single arbitrator under the AAA Commercial Arbitration Rules and Mediation Procedures, unless the Claim is by or against a natural person and involves a product or service for personal or household use, in which case the arbitration shall be governed by the AAA Consumer Arbitration Rules (collectively, “AAA Rules”), which are available at https://www.adr.org/Rules or by calling 1-800-778-7879, except as modified by this Agreement. Unless You and BILL agree otherwise, any arbitration hearings will take place in the county (or parish) of either Your residence or of the mailing address provided in Your Notice. The arbitrator is bound by this Agreement. Except as otherwise expressly provided herein, all issues are for the arbitrator to decide, including issues relating to the interpretation, scope and enforceability of this Agreement.
The arbitrator shall issue a written decision sufficient to explain the essential findings and conclusions on which the award is based. The award shall be binding only among the parties and shall have no preclusive effect in any other arbitration or other proceeding involving a different party. Judgment on any award may be entered in any court having jurisdiction. This Agreement shall not preclude any party to the arbitration from at any time seeking injunctions or other forms of equitable relief in aid of arbitration from a court of appropriate jurisdiction including whether a Demand for Arbitration is filed in violation of this Agreement.
Injunctive and Declaratory Relief. Except as provided elsewhere in this Agreement, unless You or BILL seek to have a Claim resolved in small claims court, the arbitrator shall determine all issues of liability on the merits of any Claim asserted by You or BILL and may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual Claim. To the extent that You or BILL prevail on a Claim and seek public injunctive relief (that is, injunctive relief that has the primary purpose and effect of prohibiting unlawful acts that threaten future injury to the public), the entitlement to and extent of such relief must be litigated in a civil court of competent jurisdiction and not in arbitration. The parties agree that litigation of any issues of public injunctive relief shall be stayed pending the outcome of the merits of any individual Claims in arbitration. Before a court of competent jurisdiction issues any public injunctive relief, it shall review the factual findings of the arbitration award on which any injunction would issue with no deference to the arbitrator. Notwithstanding any other provision of this Agreement, we each retain the right to seek injunctive or other equitable relief from a court to prevent (or enjoin) the infringement or misappropriation of our intellectual property.
Arbitration Costs. Payment of all filing, administrative, and arbitrator fees will be governed by the AAA Rules. BILL will reimburse You for the AAA filing fee up to the amount of the filing fee You would have incurred if You had brought Your Claim in Court. However, if the arbitrator finds that either the substance of Your Claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), You agree to reimburse BILL for any fees paid on Your behalf that would otherwise be Your obligation under the AAA Rules. The parties agree that the AAA has discretion to modify the amount or timing of any administrative or arbitration fees due under the AAA Rules where it deems appropriate, provided that such modification does not increase the AAA fees to You or BILL and YOU and BILL waive any objection to such fee modification.
Severability. With the exception of the provisions in the Class Action Waiver section of this Agreement, if any part of this arbitration provision is found to be invalid or unenforceable, the remaining provisions of this Agreement will still apply.
GOVERNING LAW; CHOICE OF FORUM
This Agreement and all matters arising out of or relating to this Agreement, including any disputes between You and BILL, will be governed by the laws of the State of California, without regard to its conflicts of law provisions. To the extent that any dispute or action relating to this Agreement is permitted to be brought in a court of law, You agree that the legal action or proceeding will be brought exclusively in the state courts located in Santa Clara County, California, or the federal courts in the Northern District of California. Subject to the provisions of Section XVI, You and BILL agree to submit to the exclusive jurisdiction of and agree that venue is proper in the state courts located in Santa Clara County, California, or the federal courts in the Northern District of California in any legal action or proceeding. The United Nations Convention on Contracts for the International Sale of Goods will not apply to any matters arising out of or relating to this Agreement.
OTHER PROVISIONS
Language. If BILL provides a translation of the English language version of this Agreement, the translation is provided solely for convenience, and the English version will prevail.
Headings. The headings in this Agreement are for convenience only and have no legal effect.
Force Majeure. BILL will not be liable for any delay or failure to perform any obligation related to the Service if the delay or failure is due in whole or in part to unforeseen events that are beyond BILL’s reasonable control, such as strikes, blockade, war, terrorism, riots, natural disasters, pandemic or epidemic events, or governmental action.
Waiver. The waiver of any default or breach of this Agreement will not constitute a waiver of any other or subsequent default or breach. Except as otherwise stated in this Agreement, the exercise of any remedy under this Agreement will be without prejudice to other remedies available under this Agreement or otherwise.
Severability. In the event any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions of the Agreement will remain in full force and effect.
Compliance with Laws. You and BILL each agree to comply with all applicable laws and regulations with respect to the Service and Your use of the Service, including without limitation any export laws and regulations of the United States.
No Agency. Except as otherwise expressly provided in Our Agreement with You, nothing in this Agreement, will be construed to create a partnership, joint venture, agency or fiduciary relationship between You and BILL.
Third-Party Beneficiaries. This Agreement is intended for the sole and exclusive benefit of You and BILL, and is not intended to benefit any third party, except as otherwise stated.
Entire Agreement. This Agreement constitutes the complete and exclusive agreement between You and BILL concerning the Service and supersedes all other agreements or understandings, written or oral, about the Service.
UPDATES AND CHANGES TO THIS AGREEMENT
BILL reserves the right to modify or change this Agreement (including adding and deleting any terms), as well as its policies relating to the Service, at any time, in Our sole discretion. BILL will post revised Terms or policies on Our Website, and will provide notice to You of material changes to this Agreement. You will be deemed to have accepted and agreed to any revisions or changes to this Agreement at the time of (i) Your electronic acceptance of the revised, changed or new Agreement or (ii) Your use of the Service after the effective date of the revised, changed or new Agreement. If the revised, changed or new Agreement is not acceptable to You, Your sole and exclusive remedy will be to stop using the Service and/or to cancel Your account as provided in Section XI.