This End-User License Agreement (“EULA”) is a legal agreement between you and Bill My Bank LLC, the author of Bill My Bank software, including all HTML files, XML files, Java files, graphics files, animation files, data files, technology, development tools, scripts and programs, both in object code and source code (the “Software”), as well as the deliverables provided pursuant to this EULA, which may include associated media, printed materials, and “online” or electronic documentation (the “Documentation”).
By creating a Bill My Bank account or otherwise using the Software, you agree to be bound by the terms and conditions set forth in this EULA. If you do not agree to the terms and conditions set forth in this EULA, do not download, install, or use the Software.
The Software is provided to you as is, and you agree to accept the Software without modification. You agree that your use of the Software and the Documentation is subject to all of the terms and conditions contained herein and all other operating rules, policies and procedures that may be published from time to time by Bill My Bank. In addition, some services offered through the Software may be subject to additional terms and conditions promulgated by Bill My Bank or third parties from time to time; your use of such services is subject to those additional terms and conditions, which are incorporated into this EULA by this reference.
The Software is licensed to you and not sold. You further represent you are a U.S. citizen or legal U.S. resident and are at least 18 years old. You further represent that any information you provide to Bill My Bank is truthful and accurate.
ARBITRATION NOTICE: YOU AGREE THAT DISPUTES BETWEEN YOU AND US WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION. WE EXPLAIN SOME EXCEPTIONS AND HOW YOU CAN OPT OUT OF ARBITRATION BELOW.
- Grant of License.
A) Scope of License. Subject to the terms of this EULA, Bill My Bank hereby grants to you a limited, royalty-free, non-exclusive, non-sublicensable and non-transferable license to use the Software. You do not need to pay a license fee for the use of the Software.
B) Use. The Software is intended to be used solely between parties in the United States of America that are establishing or have contractual relationships with Bill My Bank, including members of the Bill My Bank network (“Network Member”). You agree that you will not modify or use the Software in any way or for any purpose other than in a manner approved by Bill My Bank, including but not limited to any activity that is inconsistent with the applicable local laws where you use the Software.
Bill My Bank reserves the right in its sole discretion to terminate any Network Member’s license and/or use of the Software at any time, including yours.
In order to access the Software, you will be required to create an account (“Account”) and to provide certain registration information. When creating your Account, you agree to (a) provide accurate, truthful, current and complete information; and (b) maintain and promptly update your Account information if there are any changes. You may be required to provide us with personal information and documentation including, but not limited to, your email address, a self-selected password, street address, telephone number, government issued identification, date of birth, articles of formation, financial statements, passports, and/or a business license. You authorize Bill My Bank, directly or through third parties, to make inquiries or verify that this information is accurate. If we cannot verify that the information provided by you is complete and accurate, we may deny access to your Account, your use of the Software or any services, or close your Account. We reserve the right to suspend or terminate the Account of anyone who provides inaccurate, untrue, or incomplete information, or who fails to comply with the account registration requirements.
You agree that we may share some or all of the information about you and your transactions with third parties who provide the services hereunder. Anyone that we share information with may use the information to perform their obligations under their agreements with us, to operate and promote their respective networks, to perform analytics and create reports, to prevent fraud, and for any other lawful purpose. You agree that any third parties who provide services hereunder can make independent eligibility determinations and conclude that you are not permitted to use their services.
- Description of Rights and Limitations.
A) Limitations. You agree that you have no rights whatsoever to make modifications to the Software or this EULA. You agree you will not, directly or through third parties, reverse engineer, decompile, or disassemble the Software.
B) Update and Maintenance. Bill My Bank, at its sole discretion, may modify or replace this EULA, the Software or the Bill My Bank Network any time, and will provide you with a notice posted on our company website and an email to your registered email address.
- Feedback and Data.
- Intellectual Property. All now known or hereafter known tangible and intangible rights, title, interest, copyrights, and moral rights in and to the Software and Documentation, including but not limited to all images, photographs, animations, video, audio, music, text, data, computer code, algorithms, and information, are owned by Bill My Bank. The Software and Documentation are protected by all applicable copyright laws and international treaties. You agree you will not remove or alter any copyright notices on the Software and Documentation.
- Agency Relationship.
(a) Bill My Bank acts as your agent based upon your direction and your requests to perform tasks on your behalf relating to the services we provide through our Software. Bill My Bank acts solely as a facilitator to help facilitate payments between members of the Bill My Bank Network. You acknowledge that Bill My Bank is not: (i) a bank or a depository institution; nor (ii) acting as a trustee, fiduciary or escrow with respect to your Account. You hereby acknowledge and agree that you are not an employee, agent, partner, or joint venturer of Bill My Bank.
(b) Each consumer member of the Bill My Bank Network (“Customer”) hereby appoints Bill My Bank as its limited agent for the sole purpose of facilitating payments to a merchant member of the Bill My Bank Network (a “Merchant”) through payments processed by, received and held by a depository institution identified by Bill My Bank (the “Institution”). Bill My Bank shall cause the Institution to debit the designated amount of funds from the Customer’s bank account and transfer such funds directly or indirectly to the Merchant. Payment through the Institution as directed by the Customer will be considered the same as a payment made directly to the Merchant and the Merchant will provide the purchased merchandise to the Customer in the agreed-upon manner as if the Merchant received the payment directly from the Customer. Each Merchant understands that the Institution’s obligation to pay the Merchant is subject to and conditional upon the Institution’s successful receipt of the associated payments from the Customer. In accepting appointment as a limited agent Bill My Bank assumes no liability for any acts or omissions by a Customer, Merchant or Institution. Each Customer acknowledges and agrees that, notwithstanding the fact that Bill My Bank and the Institution are not parties to the agreement between the Customer and the Merchant, Bill My Bank acts as the Merchant’s payment collection agent for the limited purpose of the Institution accepting payments from the Customer on behalf of the Merchant. Upon a Customer’s delivery of collected funds for the payment, the Customer’s payment obligation to the Merchant for the agreed upon amount shall be complete, and the Institution shall be responsible for remitting the collected funds to the Merchant. In the event that the Institution does not remit any such collected funds, the Merchant will have recourse only against the Institution and not the Customer directly.
- Transaction Management. The Software is a software platform that only provides transaction management, facilitation, and reconciliation services. Bill My Bank acts as a financial technology provider by creating, hosting, maintaining and providing services to you via the internet directly or through third parties.
Merchants are solely responsible for the products they offer. Bill My Bank is not responsible for any dispute between Customer and Merchant. You agree that all disputes with a Merchant or any product or service will be addressed directly with the Merchant and that you have no right to involve Bill My Bank in such dispute in any manner, including disputing any transaction with Bill My Bank other than unauthorized transactions that did not result in you receiving any merchandise. If you return any product to a Merchant, you agree to wait for the Merchant to process a refund in accordance with its policies and procedures and agree you have no right to dispute any transaction initiated through the Software pending the Merchant’s action.
All transactions are subject to Bill My Bank’s then applicable fee schedule.
- Duration. Each time you use the Software you agree to the current terms of this EULA and any other agreement between you and us. We reserve the right to suspend or terminate any user of the Software temporarily or permanently in our sole discretion.
- Governing Law and Arbitration. This EULA shall be exclusively governed by, interpreted and construed in accordance with the laws of the State of Nevada, without regard to the choice of law or conflicts of law provisions of any jurisdiction.
YOU AND BILL MY BANK SPECIFICALLY WAIVE THE RIGHT TO A JUDGE OR JURY TRIAL IN CONNECTION WITH ANY ACTION, DISPUTE, OR PROCEEDING ARISING OUT OF THIS AGREEMENT, OR BETWEEN US FOR ANY REASON, AND AGREE THAT ANY SUCH ACTION, DISPUTE, OR PROCEEDING SHALL BE RESOLVED EXCLUSIVELY IN BINDING ARBITRATION IN ACCORDANCE WITH THE AGREEMENTS SET FORTH HEREIN AND THE APPLICABLE ARBITRATION RULES AND PROCEDURES. The arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures and in accordance with the Expedited Procedures in those Rules. Judgment on the award may be entered in any court having jurisdiction. The Parties shall mutually select one neutral arbitrator to preside over the dispute and enter a binding decision, provided that if the Parties cannot agree or one Party fails to participate in the selection of an arbitrator within fifteen (15) business days of receipt of written notice, the arbitrator shall be selected by JAMS. The language of the arbitration shall be English. The arbitrator shall apply the standards of a reasonable, prudent businessperson. The arbitrator shall not be empowered to add to, subtract from, delete or in any other way modify the terms of this EULA, and the arbitrator shall be obligated to follow the applicable law in deciding all matters to be arbitrated. Notwithstanding anything to the contrary herein, any party shall have the limited right to seek equitable relief in the form of a temporary restraining order or preliminary injunction in a court of competent jurisdiction to protect itself from actual or threatened irreparable injury resulting from an alleged breach of this EULA pending a final decision in arbitration, provided that all filings and orders shall, to the maximum extent permissible under applicable law, be protected as confidential information. The arbitration, all submissions and negotiations in or related to the arbitration, any award, any judgment on the award and any enforcement of the judgment on the award shall, to the maximum extent permissible under applicable law, be protected as confidential information, and, except as may be expressly required by law, neither you, Bill My Bank nor the arbitrator may disclose the existence, content, or results of any arbitration without the prior consent of all parties, unless such disclosure is expressly necessary to protect or pursue a legal right or such disclosure is in connection with enforcement proceedings or associated with any arbitration award, in which event such proceedings shall be filed confidentially and pursued in a confidential manner as and to the fullest extent provided for by law. The provisions related to confidentiality hereunder shall not be construed so as to limit the entry of any additional orders deemed necessary or appropriate to protect the confidentiality of any proprietary information, trade secrets, confidential information, or other sensitive information of a party. As a consequence of any action, suit or proceeding (“Action”) brought in arbitration or a court of competent jurisdiction under this EULA, the prevailing party shall be entitled to recover from the non-prevailing party its costs and reasonable attorneys’ fees at all levels and in all tribunals (including pre-Action and post-Action proceedings, proceedings to enforce collection, and reasonable fees for in-house attorneys). The entitlement and amount of any such costs and reasonable attorneys’ fees and costs shall be determined by the arbitrator.
- Non-Transferable. This EULA is not assignable or transferable by you, and any attempt to do so is void.
- Severability. No failure to exercise, and no delay in exercising, on the part of either party, any privilege, any power or any rights hereunder will operate as a waiver thereof, nor will any single or partial exercise of any right or power hereunder preclude further exercise of any other right hereunder. If any provision of this EULA shall be adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this EULA shall otherwise remain in full force and effect and enforceable.
- WARRANTY DISCLAIMER. THE SOFTWARE, DOCUMENTATION AND SERVICES ARE PROVIDED WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. YOU ACCEPT ANY AND ALL RISKS ARISING OUT OF THE USE OR PERFORMANCE OF THE SOFTWARE, DOCUMENTATION AND SERVICES. BILL MY BANK DOES NOT WARRANT THAT THE SOFTWARE, DOCUMENTATION, OR ANY OF THE SERVICES WILL BE ERROR-FREE OR UNINTERRUPTED, OR THAT ANY DEFECTS WILL BE CORRECTED, OR THAT YOUR USE OF THE SERVICES WILL PROVIDE SPECIFIC RESULTS. THE SOFTWARE, DOCUMENTATION OR SERVICES COULD INCLUDE TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS. THE SOFTWARE, DOCUMENTATION AND SERVICES ARE DELIVERED ON AN “AS-IS” AND “AS-AVAILABLE” BASIS. ALL SERVICES AND INFORMATION PROVIDED ON OR THROUGH THE SOFTWARE OR DOCUMENTATION IS SUBJECT TO CHANGE WITHOUT NOTICE. BILL MY BANK DOES NOT WARRANT THAT ANY FILES, DOCUMENTS OR OTHER DATA YOU DOWNLOAD FROM THE SOFTWARE OR SERVICES WILL BE FREE OF VIRUSES OR CONTAMINATION OR DESTRUCTIVE FEATURES.
- LIMITATION OF LIABILITY. UNDER NO CIRCUMSTANCES WILL BILL MY BANK BE LIABLE TO YOU, OR ANY OTHER PERSON OR ENTITY CLAIMING THROUGH YOU, FOR ANY LOSS OF PROFITS, INCOME, SAVINGS, OR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES ARISING FROM OR RELATED TO THE SOFTWARE, DOCUMENTATION OR SERVICES, EVEN IF BILL MY BANK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER ARISING IN CONTRACT, TORT, WARRANTY, OR OTHERWISE. THESE LIMITATIONS SHALL APPLY REGARDLESS OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. NOTWITHSTANDING THE FOREGOING, YOU AGREE THAT UNDER NO CIRCUMSTANCES SHALL BILL MY BANK’S AGGREGATE LIABILITY TO YOU, OR ANY OTHER PERSON OR ENTITY CLAIMING THROUGH YOU, EXCEED THE FINANCIAL AMOUNT ACTUALLY PAID BY YOU TO BILL MY BANK FOR USE OF THE SOFTWARE IN THE MOST RECENT CALENDAR YEAR.
BILL MY BANK DISCLAIMS ANY AND ALL LIABILITY FOR THE ACTS, OMISSIONS AND CONDUCT OF ANY THIRD PARTIES IN CONNECTION WITH OR RELATED TO YOUR USE OF THE SOFTWARE, DOCUMENTATION OR SERVICES. YOU ASSUME TOTAL RESPONSIBILITY FOR YOUR USE OF THE SOFTWARE, DOCUMENTATION OR SERVICES. YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR DEVICES USED IN CONNECTION WITH THE SERVICES) OR LOSS OF DATA THAT RESULTS FROM THE USE OF THE SOFTWARE, DOCUMENTATION OR SERVICES OR THE DOWNLOAD OR USE OF MATERIALS OR CONTENT. SOME JURISDICTIONS MAY PROHIBIT A DISCLAIMER OF WARRANTIES AND THEREFORE THIS DISCLAIMER WOULD NOT BE APPLICABLE IN THOSE JURISDICTIONS. YOU MAY ALSO HAVE OTHER RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION. YOUR SOLE REMEDY AGAINST BILL MY BANK IS TO STOP USING THE SOFTWARE, DOCUMENTATION OR SERVICES OR ANY SUCH CONTENT.
- INDEMNIFICATION. You agree to defend, indemnify, and hold harmless Bill My Bank, its affiliates, and its and their respective employees, officers, directors, agents, and third-party service providers from and against any and all claims, suits, liabilities, damages (actual and consequential), losses, fines, penalties, costs, and expenses (including reasonable attorneys’ fees) arising from or in any way related to any third-party claims relating to your use of the Software, Documentation or services, violation of this EULA, applicable law or any third-party rights, or your fraud or willful misconduct, as determined by us in our sole discretion. Such indemnified parties reserve the right to assume the exclusive defense and control of any matter subject to indemnification by you, in which event you will cooperate in asserting any available defenses.
- Security. As a condition of your use of the Software, you agree that you will not, and you will not take any action intended to: (i) access data that is not intended for you or attempt to reverse engineer the Software; (ii) invade the privacy of, obtain the identity of, or obtain any personal information about any customer or user of the Software; (iii) probe, scan or test the vulnerability of the Software or the Bill My Bank Network, or breach security or authentication measures without proper authorization; (iv) attempt to interfere with service to any user, host or network or otherwise attempt to disrupt our business, including, without limitation, via means of submitting a virus, worm, Trojan Horse, or other destructive feature to the Service, overloading, “flooding,” “spamming,” “mail bombing” or “crashing;” (v) send unsolicited mail, email, texts or notifications, including promotions and/or advertising of products and services; or (vi) attempt to use robots, spiders, intelligent agents, software, tools, engines, or other means to navigate or search the Software other than those generally available through third-party web browsers such as Microsoft Explorer or Google Chrome. Violations of system or network security may result in termination of your Account and civil or criminal liability.
- Links to Other Web Sites and Services. The Software may contain links to outside services and resources (“Third-Party Content”), the availability and content of which Bill My Bank does not control. We are not responsible for examining or evaluating, and we do not warrant the offering of, these businesses or individuals or the content of their web sites or mobile applications. Bill My Bank does not assume any responsibility or liability for the actions, products, or content of these or any other third-parties. Bill My Bank does not guarantee that any service offered by Third-Party Content will be offered to you. Bill My Bank may receive compensation from third-parties for referring you to the third-party or to their website or mobile application. Any services that you obtain through Third-Party Content will be subject to the terms and conditions and privacy policies of the Third-Party Content. Any concerns regarding any such service or resource, or any link thereto, should be directed to the particular outside service or resource.
- Entire Agreement. This EULA constitutes the entire agreement between you and Bill My Bank with respect to the Software and Documentation, and supersedes all prior understandings between you and Bill My Bank, including any prior representation, statement, condition, or warranty with respect to the subject matter of this EULA. To the extent you have another agreement with Bill My Bank, any inconsistency between such agreement and this EULA shall be governed by such agreement.
For additional information regarding this EULA, please contact: firstname.lastname@example.org