Conditions of Use
CONDITIONS OF USE FOR BILL360, INC. SOFTWARE AND SERVICES
Last Updated December 1, 2023
IMPORTANT - READ CAREFULLY:
These Conditions of Use (“COU”) establish a legal agreement between you and Bill360, Inc. (“Bill360”) for the Bill360 products or services accompanying this COU, which includes computer software and may include associated media, printed materials, online or electronic documentation, and Internet-based services (collectively, “Bill360 Services”). YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS COU, BY USING THE BILL360 SERVICES. IF YOU DO NOT AGREE TO ANY TERM OR CONDITION IN THIS COU, DO NOT USE THE BILL360 SERVICES.
1. Bill360 Services Protection and License Only.
The Bill360 Services are protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. The Bill360 Services are licensed to you for use only in accordance with the terms and conditions of this COU, and not sold in any sense whatsoever. Bill360 and its suppliers shall retain title and all ownership rights to the Bill360 Services, and this COU shall not be construed in any manner as transferring any rights of ownership or license to the Bill360 Services or to any feature or information contained therein, except the limited rights to use as specifically stated in Sections 2 and 3 below.
2. Grant of License.
Bill360 hereby grants you a limited, nonexclusive, non-transferrable, non-sublicensable, royalty- free license to use the Bill360 Services solely for the purpose of evaluating or operating the accounts receivable management solutions supplied by Bill360 (the “Purpose”).
4. Product Updates and Maintenance.
You understand and agree that Bill360 may provide updates or maintenance to the Bill360 Services from time to time but Bill360 shall have no obligation to provide any updates or maintenance to you in relation to the Bill360 Services licensed to you under this COU. In case that Bill360 provides any update or maintenance to the Bill360 Services, this COU shall automatically apply to such update or maintenance, unless Bill360 provides other terms along with such update or maintenance.
5. Further Use Restrictions.
Use of the Bill360 Services for any purpose other than as specifically permitted hereunder or in writing by Bill360 is a violation of this COU and you agree that such use constitutes a blatant and flagrant violation and fundamental breach of this COU and will be subject to any and all remedies and/or penalties available to Bill360 and/or its supplier(s) under applicable law. To the extent applicable, you have the exclusive responsibility to calculate, charge, collect and remit state and other taxes applicable to your sales of goods and services, if any. You shall be solely responsible for your actions and the actions of your employees, agents and representatives, and you shall insure that your employees, agents and representatives comply with this COU in all respects. You shall provide connectivity and security to the Internet for your location(s) for purposes of providing access to the Bill360 Services. Bill360 shall not be responsible for the reliability, speed or continued availability of the communications lines, or the corresponding security configurations you use in accessing the Internet to access the Bill360 Services. You are responsible for ensuring that all your data used in connection with the Bill360 Services is accurate, not corrupt in any way, does not contain vulgar or illegal content, does not infringe the rights of any third party, and does not contain any viruses. You shall not, intentionally or otherwise, permit the introduction of or introduce viruses, bugs, errors, inaccuracies or any malicious software into the Bill360 Services.
6. Confidentiality and Feedback.
You understand that the Bill360 Services contain confidential, proprietary or trade secret information (together “Confidential Information”) of Bill360 and/or its suppliers and shall be maintained in strictest confidentiality. You agree that the confidentiality obligations, including without limitation the following, are an essential part of this COU and any unauthorized disclosure by you constitutes a fundamental breach to this COU. You agree to: (i) not use the Confidential Information disclosed by Bill360 for any purposes other than the Purpose; (ii) protect Bill360's Confidential Information in the same manner and with the same degree of care, but not less than a reasonable degree of care, against unauthorized use, dissemination, publication or disclosure, as you protect your own confidential or proprietary information of a like nature; (iii) limit the use, circulation of and access to Bill360’s Confidential Information to your directors, officers and employees, if any, who have a need to know in connection with the Purpose, are under binding obligations of confidentiality no less restrictive than those of this COU, and have been notified that such information is Confidential Information for the Purpose, and you shall be held liable if such persons do not adhere to such requirements; (iv) not copy any of Bill360’s Confidential Information except as reasonably required for the Purpose; (v) reproduce Bill360’s proprietary rights notices on any such authorized copies, in the same manner in which such notices were set forth in or on the original; (vi) not reverse engineer, disassemble or decompile any prototype, software or other tangible object that embody Bill360’s Confidential Information; and (vii) notify Bill360 in writing immediately upon the occurrence of any unauthorized release, disclosure or other breach or upon presence of threat of such occurrence. You understand and agree that disclosure or use of the Bill360 Services except as authorized above will result in irreparable harm to Bill360 and/or its suppliers and that monetary damages may be inadequate to compensate Bill360 and/or its suppliers for such breach. Accordingly, you agree that Bill360 will, in addition to any other remedies available to it at law or in equity, be entitled to injunctive reliefs to enforce the terms of this Agreement. Additionally, from time to time, you may submit to Bill360 comments, questions, enhancement requests, suggestions, ideas, process descriptions or other information related to the Services (“Feedback”). You hereby grant Bill360 a worldwide, perpetual, irrevocable, royalty-free license to use, share, exploit and incorporate the Feedback for any purpose without restriction, attribution or payment to you.
All title, copyrights and other intellectual property rights in and to the Bill360 Services (including but not limited to any images, photographs, animations, video, audio, music, text, and applets incorporated into the Bill360 Services), the accompanying printed materials, and any copies of the Bill360 Services are owned by Bill360 and/or its suppliers. The Bill360 Services are protected by copyright laws, other intellectual property laws and international treaty provisions. Therefore, you must treat the Bill360 Services like any other copyrighted material. You may not copy any printed materials accompanying the Bill360 Services without express authorization in this COU or prior written permission of Bill360.
8. U.S. Government License Rights.
All Bill360 Services provided to the U.S. Government pursuant to solicitations issued on or after December 1, 1995, are provided with the commercial license rights and restrictions described elsewhere herein. All Bill360 Services provided to the U.S. Government pursuant to solicitations issued prior to December 1, 1995, are provided with “Restricted Rights” as provided for in FAR, 48 CFR 52.227 -14 (JUNE 1987) or DFAR, 48 CFR 252.227-7013 (OCT 1988), as applicable.
9. Export Restrictions.
You acknowledge that the Bill360 Services licensed for use hereunder are subject to the export control laws and regulations of the U.S.A., and any amendments thereof. You confirm that with respect to the Bill360 Services, you will not export or re-export the Bill360 Services, directly or indirectly, either to (i) any countries that are subject to U.S.A export restrictions; (ii) any end user who you know or have reason to know will utilize them in the design, development or production of nuclear, chemical or biological weapons; or (iii) any end user who has been prohibited from participating in the U.S.A. export transactions by any federal agency of the U.S.A. government. You further acknowledge that the Bill360 Services may include technical data subject to export and re-export restrictions imposed by the laws of the U.S.A.
10. Warranty Disclaimer.
The Bill360 Services are provided "AS IS" AND “WITH ALL FAULTS”, WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, BILL360 FURTHER DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR BY ESTOPPEL, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, CORRESPONDENCE TO DESCRIPTION OR SAMPLE, NO DEFECT IN WORKMANSHIP OR MATERIAL, LACK OF VIRUSES, AND LACK OF NEGLIGENCE. ALSO, THERE IS NO WARRANTY TO TITLE, QUIET ENJOYMENT, QUIET POSSESSION, AND NON-INFRINGEMENT WITH REGARD TO THE BILL360 SERVICES. THE ENTIRE RISK ARISING OUT OF THE USE OR PERFORMANCE OF THE BILL360 SERVICES AND DOCUMENTATION REMAINS WITH YOU. NO ACTIVITY, SERVICE, ADVERTISING, PACKAGING, STATEMENT OR COMMUNICATION BY BILL360 OR ITS SUPPLIER(S) IN RELATION TO THE BILL360 SERVICES, EVEN IF PRESENTED IN THE FORM OF A PRODUCT WARRANTY, WHETHER PRIOR TO, ON OR AFTER THE DATE OF THIS COU, SHALL BE INTERPRETED AS AN ANNULMENT, IMPAIRMENT OR MODIFICATION TO THIS DISCLAIMER.
11. Exclusion of Claims. Remedies.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL BILL360 AND/OR ITS SUPPLIER(S) BE LIABLE FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS OR CONFIDENTIAL OR OTHER INFORMATION, FOR BUSINESS INTERRUPTION, FOR PERSONAL INJURY, FOR LOSS OF PRIVACY, FOR FAILURE TO MEET ANY DUTY INCLUDING OF GOOD FAITH OR OF REASONABLE CARE, FOR NEGLIGENCE, AND FOR ANY OTHER PECUNIARY OR OTHER LOSS WHATSOEVER) ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OF OR INABILITY TO USE THE BILL360 SERVICES, THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT OR OTHER SERVICES, INFORMATON, SOFTWARE, AND RELATED CONTENT THROUGH THE BILL360 SERVICES OR OTHERWISE ARISING OUT OF THE USE OF THE BILL360 SERVICES, OR OTHERWISE UNDER OR IN CONNECTION WITH ANY PROVISION OF THIS COU, EVEN IN THE EVENT OF THE FAULT, TORT (INCLUDING NEGLIGENCE), MISREPRESENTATION, STRICT LIABILITY, BREACH OF CONTRACT OR BREACH OF WARRANTY OF BILL360 AND/OR ANY OF ITS SUPPLIERS, AND EVEN IF BILL360 AND/OR ANY OF ITS SUPPLIERS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU UNDERSTAND AND AGREE THAT YOU HAVE WAIVED ALL RIGHTS TO ALL REMEDIES, WHETHER IN LAW OR IN EQUITY, EXCEPT IN THE EVENT OF A FUNDAMENTAL BREACH BY BILL360 AND/OR ANY OF ITS SUPPLIERS, IN WHICH CASE YOU HAVE THE EXCLUSIVE AND SOLE REMEDY TO REQUEST AN UPDATED VERSION OF THE BILL360 SERVICES, WHICH BILL360 HAS THE SOLE DISCRETION TO DETERMINE WHETHER TO SATISFY.
12. Governing Law and Dispute Settlement.
This COU shall be governed by and construed in accordance with the laws of the State of Florida. In case of any dispute arising out of or in connection with this COU, you have consented to the exclusive jurisdiction of the federal and state courts sitting in Hillsborough County, Florida, U.S.A. You agree that Bill360 shall be entitled to recover all reasonable attorney’s fees if Bill360 prevails in any case or dispute arising out of or in connection with this COU.
14. Electronic Communications
When you use Bill360 Services, or send e-mails, text messages, and other communications from your desktop or mobile device to us, you will be communicating with Bill360 electronically. You consent to receive communications from Bill360 electronically, such as e-mails, texts, mobile push notices, or notices and messages on this site or through the other Bill360 Services, and you can retain copies of these communications for your records. You agree that all agreements, notices, disclosures, and other communications that Bill360 provides to you electronically satisfy any legal requirement that such communications be in writing. Except to the limited extent that (i) opt out provisions are required by applicable law, or (ii) the Bill360 Services specifically offer functionality permitting certain opt out features, any attempt to opt out of receiving electronic communications in any form from Bill360 shall be null and void.
15. Saving a Payment Method.
The Bill360 Services may enable you, in certain circumstances, to instruct us to save bank account and/or payment card information (collectively, “Payment Information”) for potential future use. This Payment Information may belong to you, or it may belong to a customer, supplier or other third-party that you have a business relationship with. In any instance where you instruct us to save Payment information, you represent and warrant that you have the authority to instruct us to save such Payment Information for potential future use, and you agree to indemnify us and hold us harmless from any third-party claims related to such instructions. You are responsible for providing complete and accurate Payment Information, and you are responsible for promptly updating all Payment Information as needed.
Except for any signed written agreement that is in effect between you and Bill360, this COU (including any of its addendums or amendments) constitutes the entire agreement between you and Bill360 relating to the Bill360 Services and the support or maintenance services therein (if any) and shall replace and supersede all prior or contemporaneous oral or written communications, proposals and representations with respect to the Bill360 Services or any other subject matter covered by this COU. To the extent the terms of any Bill360 policies or programs for support services conflict with the terms of this COU, the terms of this COU shall control. If any provisions of this COU are held to be void, invalid, unenforceable or illegal, the other provisions shall continue in full force and effect. No delay in enforcing a right or remedy under this COU shall be deemed to be a waiver. You cannot transfer or assign this COU or any right or obligation herein to any person without prior written consent from Bill360. In the event of any conflict between this COU and any other signed written agreement between you and Bill360, the terms and conditions set forth in such signed written agreement will control.