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BILL.COM GENERAL TERMS OF SERVICE
Effective Date: March 11, 2022
The agreement between you (“You,” “Your” or “Yourself”) and Bill.com LLC (along
with its affiliates, successors and assigns (“Bill.com,” “We,” “Us,” or “Our”)
is defined by (1) these General Terms of Service (“Terms”); (2) the Service
Schedules and/or International Supplements You choose and that are available to
You; and (3) the documents and policies incorporated and referenced in these
Terms (the “Agreement”). This Agreement governs Your use of or interactions with
Bill.com’s products, services, or other offerings (collectively, the “Service”),
including but not limited to Our Bill Payment Service, Our Accounts Receivable
Service, Our Console Service, the Bill.com websites (“Website”), Bill.com mobile
applications, any services governed by the International Supplements
(“International Services''), Your Bill.com account and/or any other services,
features, functionalities, offers or promotions of Bill.com. 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.com 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 Service Schedules, this Agreement includes and You are consenting to:
* Service Schedules to these Terms.
* Bill.com’s Privacy Notice.
* Data Processing Addendum.
* Bill.com Network Rules.
* Bill.com’s ESIGN Disclosure and Consent.
* Bill.com’s Electronic Funds Transfer Agreement and Disclosure & Error Notice
(US Consumers Only).
* Bill.com’s Acceptable Use Policy.
* Payment network rules, as applicable.
* Any terms or conditions provided separately to You for the Service, including
but not limited to any product or program terms, ordering, activation or
promotion terms, or data processing agreement, including as applicable:
* Supplemental Terms of Service for Canadian Users (applicable only if You
are creating a Canadian Bill.com Account).
* Supplemental Terms of Service for International Business Receivable Users
(applicable only if You are creating a Bill.com Account in an eligible
country).
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.com
account (with You, each a “User” of Your Bill.com 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.com, 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
* Consent to Electronic Communications
* Using the Bill.com Service
* Account Security
* Rights We Grant to You
* Restrictions on Use
* Rights You Grant to Us
* Anti-Money Laundering and Know Your Customer Requirements
* User Data
* Fees and Payment Terms
* Deactivating a User or Canceling Your Bill.com Account
* Warranty and Disclaimer
* Third Party Websites, Services, and Products
* Limitation of Liability
* Indemnity
* Agreement to Arbitrate
* Governing Law; Choice of Forum
* Other Provisions
* Updates and Changes to This Agreement
* Schedule 1: Bill Payment Service
* Using the Bill Payment Service
* Vendor Set Up and Management
* Choosing a Payment Method
* Scheduling Bill Payment
* Debits from Your Payment Account
* Payment Cancelation or Modification
* Returned Transactions
* Document Management
* Auto Bill Entry
* Electronic Payments
* American Express Vendor Pay by Bill.com
* The Vendor Direct Service
* The International Payments Service
* Schedule 2: Accounts Receivable Service
* Using the Accounts Receivable Service
* Customer Set Up and Management
* Customer Authorizations
* Invoice Creations and Management
* ACH Payments
* Receiving Card Payments
* Instant Transfer Service
* Virtual Card Disbursements
* Schedule 3: Console Service
* Using the Console Service
* Clients Authorizations
* Client Data
* Customization of Your Console
* Marketing and Promotion
* Relationship of the Parties
* International Supplements
* Supplemental Terms of Service for Canadian Users
* Supplemental Terms of Service for International Business Receivables Users
1. 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.com’s Processing of Personal Data, as those terms are defined in
the Data Processing Addendum.
2. 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.
3. Using the Bill.com Service
The Service. 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. Bill.com 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. Your level of access to the features
and functions offered through the Service will depend on Your Bill.com account
type, if any, how You interact with the Service and/or, in certain instances,
where You are located and whether You elect services governed by Our
International Supplements. Our International Supplements may contain eligibility
criteria and limitations on the Service which will prevail over more general
provisions in these Terms. Notwithstanding more general provisions in these
Terms, Our International Business Receivables (IBR) Service does not offer
payment capabilities or the ability to hold funds and is expressly limited to
the functions and features set forth in the Supplemental Terms of Service for
IBR Users.
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.com, 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.com account from outside of
the country where You hold Your Bill.com account. You consent to Bill.com
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.
Third Party Service Providers. You grant to Bill.com and We reserve the right to
use third parties to provide or facilitate the Service. If Bill.com 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.com (a “Bill.com
account”) must have at least one User in the “Administrator” role to manage and
control access to the Bill.com account. The Administrator may invite and
authorize other Users to access, establish login credentials for, and use the
Bill.com 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.
Updates to the Service. Bill.com 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.com 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.com’s sole
discretion, without Bill.com incurring any liability to You.
4. Account Security
User Account Creation and Login Credentials. To use the Service, You may be
required to register a Bill.com account and/or to enroll as a User. To register
a Bill.com account and/or enroll as a User, You will be required to provide Us
with information about Yourself, including but not limited to Your name,
address, email address and other contact or identifying information, and about
Your Organization or Individual, as appropriate. You agree that the information
You provide to Us will be accurate and that You will keep it up-to-date at all
times. 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”).
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.com,
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 the
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.com account.
Lost, Stolen or Compromised Account or Login Credentials. You agree to
immediately notify Bill.com’s Customer Support through Our customer support
portal if You believe that Your Bill.com 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.com account without authorization.
Responsibility for Payment Instructions. To the extent allowed by law, You agree
to be bound by all payment instructions or transactions initiated in compliance
with Bill.com’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.com 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.com 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.com 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.com account.
5. Rights We Grant to You
License We Grant to You. Subject to this Agreement, including payment of all
Service Fees, Bill.com 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.com provides to You (collectively, the "Software"), 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.com 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.com. Bill.com 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.com 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.com’s or its
licensors’ intellectual property, including its trademarks or service marks.
6. Restrictions on Use
Acceptable Use Policy. You represent and warrant that You will not use the
Service in connection with any business or industry prohibited under Bill.com’s
Acceptable Use Policy. Bill.com 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.com 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 will not, and You will not allow
any third party, to:
* access, monitor, or attempt to access or monitor any Bill.com 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, excluding Your User Data and
relevant transactional information Bill.com makes available to You in
connection with Your payment transactions using the Service (example: limited
third-party customer or vendor information in connection with Your payment
transactions);
* work around any technical limitations in the Software or Service, or
decompile, disassemble, or otherwise reverse engineer the Software or
Service;
* perform or attempt to perform any actions that could interfere with the
proper operation of the Software or Service, prevent access to or use of the
Software or Service by Bill.com’s other licensees or users, or impose an
unreasonable or disproportionately large load on Bill.com’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, including but not limited to 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.com, except as permitted under
this Agreement;
* transfer or assign the rights granted to You under this Agreement; or
* otherwise use the Service except as expressly allowed under this Agreement.
Prohibited Payments. You acknowledge and agree that You will not use the Service
for payment of alimony; child support; marijuana related businesses; taxes or
other court-directed or government payments, fines or penalties; or payments to
settle securities transactions.
No Assignment or Transfer. You may not assign or transfer the Agreement, in
whole or in part, without Bill.com’s written consent. Any attempted assignment
or transfer in violation of this Section or this Agreement will be null and
void. Bill.com 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 region 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.com Service to send money, either
directly or indirectly, to a sanctioned country, person, group or entity.
No Marketing. If Bill.com 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.
“Business Associate” under HIPAA. Bill.com may, upon request, operate as a
“business associate” of certain Users of the Service, including You, for the
purposes of The Health Insurance Portability and Accountability Act of 1996, as
amended (“HIPAA”). You agree that You will not send or transmit any electronic
“Protected Health Information” (“ePHI”, as defined in HIPAA) to Bill.com or
otherwise in any manner through the Service unless and until you have a Business
Associates Agreement (“BAA”) with Bill.com. You are solely responsible for
ensuring that Your use of the Service complies with all applicable laws and
regulations, including HIPAA. If We become aware that You have sent or
transmitted ePHI in any manner through the Service in violation of this
Agreement or the BAA, We may delete the ePHI without notice to You and without
Bill.com incurring any liability to You. You agree to pay any costs or fees
associated with that ePHI deletion.
7. Rights You Grant to Us
Right to Refuse to Make Payment. You grant to Us and Bill.com reserves the right
to limit, delay, investigate, or to refuse to make, process or issue any payment
initiated or requested through the Service, in Our reasonable discretion,
without Bill.com incurring any liability to You. Bill.com will use commercially
reasonable efforts to provide notice promptly if We decide to limit, delay,
investigate or to refuse to make, process or issue a payment. This notification
is not required if the payment or notice is prohibited by law or this Agreement.
Transaction Limits. When You use the Service, You grant to Us and We reserve, in
Our sole discretion, the right to impose limits on the amount of money sent or
received through the Service, on a per transaction or a cumulative basis, and to
change those limits at any time, without Bill.com incurring any liability to
You. If We impose or change such limits, We will use commercially reasonable
efforts to provide notice to You, but will not be required to do so.
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, in satisfaction of any amounts
or liabilities that You owe to Us.
Account Termination. Bill.com 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.com 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 to Bill.com concerning the functionality
and performance of the Service (including by identifying potential errors and
improvements), You agree to assign to Bill.com all rights, title, and interest
in and to such feedback, and Bill.com is free to use such feedback without
payment or restriction.
Marketing. To the extent permitted by law, You agree and consent that Bill.com
may list or identify You as a customer of Bill.com, including through the use of
Your brand or logo, for Our marketing or promotional purposes. You may revoke
this consent at any time by changing Your account profile settings, or by
contacting Bill.com Customer Support through Our customer support portal.
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.com at any telephone number provided to Us in
connection with Your Bill.com 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.com account, or to resolve a dispute. Standard rates and text charges
may apply. You can opt out of receiving calls from Bill.com at any time by
contacting Bill.com Customer Support through Our customer support portal.
Monitoring/Recording of Telephone Calls. You understand and agree that Bill.com
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.com’s protection. While Your communications with
Bill.com may be overheard, monitored, or recorded, not all telephone lines or
calls may be recorded by Bill.com, and We do not guarantee that recordings of
any particular telephone calls will be retained or retrievable.
8. Anti-Money Laundering and Know Your Customer Requirements
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. When You use the Service, We will ask You for Your
name, address, date of birth, and if You are located within 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.com reserves the right
to review or place on hold any Bill.com 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, OFAC sanctions and
sanctions laws applicable in a country where You are located), conflicting
ownership claims and legal orders. In Our sole discretion, Bill.com may place a
hold on a payment for as long as reasonably necessary to conduct an appropriate
inquiry regarding the payment, a Bill.com 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.com 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.
9. User Data
Bill.com Access to User Data. If You upload, store, share, or otherwise process
Your documents, information, data and content ("Your User Data") or synch Your
User Data from Your accounting software to the Service, You consent to
Bill.com’s access and processing of Your User Data in accordance with Our
Privacy Notice, this Agreement, the settings on Your Bill.com account, or the
features of the Service You elect to use. Bill.com reserves the right to remove
or delete Your User Data from the Service for any reason, including if Your User
Data violates this Agreement or applicable law, in Bill.com’s reasonable
discretion, without Bill.com incurring any liability to You. Except as otherwise
provided in this Agreement, We do not claim ownership of Your User Data.
No Monitoring. You acknowledge and agree that Bill.com 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
Your User Data, and Bill.com will not be responsible for the content of any such
communications, data or transmissions. However, Bill.com 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.com Access to Technical Data. You agree that Bill.com may collect, use and
disclose to Bill.com’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,
Software 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.com may use aggregated and anonymized data for
analytics purposes. Please see Our Privacy Notice for more details on how
Bill.com collects, uses, shares and protects Your information.
No Liability. Subject to Our Privacy Notice, You agree that Bill.com will have
no responsibility or liability with respect to Your 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 Your User Data that You
request to have deleted from the Service, other than as provided under this
Agreement.
10. 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. Information on Service
Fees can be found on the Bill.com Website. 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.com 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.com reserves the right to refuse to cancel Your Bill.com
account if Your account is not in good standing or has any overdue Service
Fees.
Changes to Service Fees. Bill.com reserves the right to change the Service Fees
from time to time, in its sole discretion. Bill.com 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.com 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.com.
Payment of Service Fees. You authorize Bill.com to use the credit or debit card
You have provided to Us (as updated by You from time to time), or the bank
account associated with Your Bill.com account (each a "Billing Account") to
automatically charge You, in U.S. dollars, for the Service Fees applicable to
Your Bill.com account or Your use of the Service, plus any applicable taxes. If
Bill.com 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.com. 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.com account becomes overdue, Bill.com will be entitled to
reimbursement for the reasonable costs of collection, including reasonable
attorneys’ fees and expenses.
Inactive Accounts. If Your Bill.com 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.com may transfer any such
"unclaimed" or "abandoned" funds in Your Bill.com account as required or
permitted by applicable law. As provided by law, Bill.com may deduct a dormancy
fee from any funds transferred under this paragraph.
11. Deactivating a User or Canceling Your Bill.com Account
Your Right to Cancel. You may request to deactivate a User or cancel Your
Bill.com account at any time by submitting a request through Your Bill.com
account or through Our customer support portal. Bill.com reserves the right to
require up to 60 days’ prior notice of cancelation or User deactivation.
Effective Date of Cancelation: Subscription Accounts. This section applies to
You if Your Bill.com account is an account with agreed upon subscription Service
Fees (“Subscription Account”). 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 cancelation 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.com 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
cancelation 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.com reserves the right to void any payments that have not been
processed and paid on or before the effective date of account cancelation. You
will be responsible for all Service Fees that accrue up to the effective date of
cancelation.
Effective Date of Cancelation: Non-Subscription Accounts. If You do not have a
Subscription Account with Bill.com, Your request to deactivate a User or to
cancel Your Bill.com 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 cancelation.
Your Documents. If You cancel Your Bill.com account, Bill.com 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.
12. Warranty and Disclaimer
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.COM 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.COM 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.COM 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.
13. 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.com 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.com 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.com. 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.com 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.com with
respect to the content or operation of any Third-Party Services.
Third-Party Software. 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.com Account with Your Accounting Software. If You choose to
synchronize Your Bill.com account and Your accounting software, You understand
and agree that You are solely responsible, and Bill.com is not responsible, for
the information and data that You choose to synchronize and share between Your
Bill.com account and Your accounting software. If You choose to link Your
Bill.com account to Your accounting software, You are making a determination
that the accounting software is sufficiently secure to protect Your Bill.com
account. When You use third-party accounting software, You understand and agree
that use is subject to the terms of service and privacy policy of the software
provider.
Third-Party Disputes. BILL.COM IS NOT AFFILIATED WITH ANY OTHER BILL.COM USER,
CARRIER, SERVICE PROVIDER, THIRD-PARTY, OR THIRD-PARTY SERVICE, AND ANY DISPUTE
YOU HAVE WITH ANY OTHER BILL.COM 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.COM (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.COM
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.com, 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.com 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.com 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.
14. Limitation of Liability
IN NO EVENT SHALL BILL.COM 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, SPECIAL, EXEMPLARY, CONSEQUENTIAL DAMAGES, LOSS OF INCOME,
DATA, PROFITS, REVENUE OR BUSINESS INTERRUPTION, OR COST OF SUBSTITUTE SERVICES,
OR OTHER ECONOMIC LOSS, WHETHER OR NOT BILL.COM 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.COM WILL NOT BE LIABLE FOR ATTORNEYS’ FEES, EXCEPT AS
REQUIRED BY LAW.
NOTWITHSTANDING ANY OTHER PROVISIONS OF THIS AGREEMENT, IN NO EVENT SHALL
BILL.COM’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.COM 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.
Each provision of this Agreement that provides for a limitation of liability,
disclaimer of warranties, or exclusion of damages is intended to and does
allocate the risks between the parties under this Agreement. 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.
15. Indemnity
You agree to full liability and responsibility for Your use of the Service, and
You will defend and indemnify Bill.com 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.
16. Agreement to Arbitrate
Agreement to Arbitrate. In the interest of resolving disputes between You and
Bill.com in the most expedient and cost-effective manner, You and Bill.com agree
that every dispute arising in connection with this Agreement will be resolved by
binding arbitration. 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 can be 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. This Agreement to Arbitrate disputes includes all claims arising out
of or relating to any aspect of this Agreement, whether based in contract, tort,
statute, fraud, misrepresentation, or any other legal theory, and regardless of
whether a claim arises during or after the termination of this Agreement. BY
ENTERING IN THIS AGREEMENT, YOU AND BILL.COM ARE EACH WAIVING THE RIGHT TO FILE
A LAWSUIT AND THE RIGHT TO A TRIAL BY JURY. YOU UNDERSTAND AND AGREE THAT ANY
ARBITRATION UNDER THIS AGREEMENT WILL BE ON AN INDIVIDUAL BASIS.
Waiver of Class Actions and Right to Trial by Jury. To the fullest extent
permitted by law, You acknowledge and agree that You may bring claims against
Bill.com only in Your individual capacity and not as a plaintiff or class member
in any purported class or representative proceeding. CLASS ACTIONS, CLASS
ARBITRATIONS, REPRESENTATIVE ACTIONS, AND/OR CONSOLIDATION OF ACTIONS OR
ARBITRATIONS ARE NOT ALLOWED. YOU AGREE THAT YOU HAVE EXPRESSLY AND KNOWINGLY
WAIVED YOUR RIGHTS TO PARTICIPATE IN A CLASS ACTION AND TO A TRIAL BY JURY.
Procedures. Any arbitration between You and Bill.com will be resolved under the
Federal Arbitration Act, administered by the American Arbitration Association
(“AAA”) and governed by the Commercial Dispute Resolution Procedures of the AAA,
and where the claim is by or against a natural person and involves a product or
service for personal or household use, then the arbitration will be governed by
the AAA Consumer Rules (collectively, “AAA Rules”), as modified by this
Agreement. The AAA Rules and filing forms are available online at www.adr.org.
Notice. If You intend to seek arbitration, You must first send a written notice
(“Notice”) of Your claim or dispute to Bill.com by certified U.S. Mail or by
Federal Express (signature required). Bill.com's address for Notice is
Bill.com’s address of record as listed on the Bill.com Website, ATTN: LEGAL. The
Notice must describe: (a) the nature and basis of the claim or dispute; and (b)
the remedy that You want (“Demand”). You and Bill.com agree to make good faith
efforts to resolve the claim directly, but if You and Bill.com do not reach an
agreement within 30 days after the Notice is received, You or Bill.com may
commence an arbitration proceeding. During the arbitration, the amount of any
settlement offer made by You or Bill.com must not be disclosed to the arbitrator
until after the arbitrator makes a final decision and award, if any.
Fees. If You commence arbitration in accordance with this Agreement, the payment
of fees related to the arbitration will be decided by the AAA Rules. If Your
claim is less than ten thousand dollars ($10,000.00), Bill.com will reimburse
You for the payment of the filing fee. 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.com
for any fees paid on Your behalf that would otherwise be Your obligation under
the AAA Rules.
Location. The arbitration hearing will take place at a location to be agreed
upon in Santa Clara County, California. If Your claim is for twenty five
thousand ($25,000) or less, You may choose whether the arbitration will be
conducted: (a) solely on the basis of documents submitted to the arbitrator; (b)
through a non-appearance based telephone hearing; or (c) by an in-person hearing
as established by the AAA Rules in the county (or parish) of Your billing
address.
Severability. The arbitrator has exclusive authority to resolve any dispute
relating to the interpretation, applicability, or enforceability of this
Agreement. If this Agreement to Arbitrate is found to be, in whole or in part,
invalid or unenforceable, the remaining provisions of this Agreement will remain
in effect, and, where this Section 16 cannot be enforced, You agree that the
exclusive jurisdiction and venue described in Section 17 will govern any action
arising out of or related to this Agreement.
Exceptions to Agreement to Arbitrate. Notwithstanding any other provision of
Section 16, nothing in this Agreement will be deemed to waive, preclude, or
otherwise limit the right to: (a) bring an individual (non-class,
non-representative) action in small claims court so long as such action remains
in small claims court; (b) pursue a private general attorney action where
arbitration cannot be required under applicable law; (c) seek injunctive relief
in a court of law; or (d) to file suit in a court of law to address an
intellectual property infringement claim.
17. 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.com, 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 16, You and Bill.com 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.
18. Other Provisions
Language. If Bill.com 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.com will not be liable for any delay or failure to perform
any obligation related to the Service if the delay or failure is due to
unforeseen events that are beyond Bill.com’s reasonable control, such as
strikes, blockade, war, terrorism, riots, natural disasters, epidemic, 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.com 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.com.
Third-Party Beneficiaries. This Agreement is intended for the sole and exclusive
benefit of You and Bill.com, 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.com concerning the Service and supersedes all
other agreements or understandings, written or oral, about the Service.
19. Updates and Changes to This Agreement
Bill.com 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.com 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 11.
SCHEDULE 1
Bill Payment Service
This Schedule 1 sets forth additional Terms that apply to all uses of the
accounts payable services, features and functionalities (“Bill Payment Service”)
of the Service. This Schedule is supplemental to and incorporated into the
Agreement that governs the Service. All capitalized terms used but not defined
herein have the meanings given to them in the Terms.
1. Using the Bill Payment Service
Using the Bill Payment Service. The “Bill Payment Service” is a set of services,
features and functionalities that enables You to make payments to Vendors
through the Service.
Payment Accounts. To use the Bill Payment Service, You must associate one or
more valid bank account(s), credit card(s), or debit card(s) (individually and
collectively, Your "Payment Account") with Your Bill.com account. Any bank
account that You may associate with Your Bill.com account will be considered to
be a “Payment Account.” When You enter Payment Account information for purposes
of the Bill Payment Service, You represent and warrant:
* You have the authority to provide and disclose the Payment Account
information to Bill.com;
* You have the authority to and do authorize the initiation of ACH debit or
credit entries, as applicable, to the Payment Account in accordance with any
payment instructions provided in connection with Your Bill.com account or use
of the Service, and, as necessary, the initiation of adjustments or reversals
as provided under this Agreement, or applicable law, rules or regulations;
* You will provide complete and accurate information to Bill.com about the
Payment Account, including, but not limited to, information on the ownership
of the account, and will notify Us promptly if the Payment Account
information or ownership changes; and
* Each payment that You request through the Service complies with this
Agreement and applicable law, regulations and rules.
Authorized Payers. By entitling a User to make payments through the Service (a
“Payer”), You represent and warrant to Us that the Payer is authorized to
instruct Bill.com to make payments and to initiate debit or credit entries, as
applicable, to or from any Payment Account, as provided under this Agreement,
the terms of the financial institution holding the Payment Account, and any
applicable laws, regulations or rules. You will be responsible for any and all
payments requested or made by a Payer, whether or not authorized by You.
Payment Instructions. When We receive a payment instruction from You or any
Payer, We will use commercially reasonable efforts to make and deliver the
payment, subject to this Agreement, and You authorize Us to debit Your Payment
Account and remit funds on Your behalf, all in accordance with the payment
instruction. You agree to be bound by any payment instructions that You or any
Payer provides to Us, to the fullest extent allowed by law.
Rights We Reserve. Bill.com reserves the right to limit or cap or to refuse to
make any payment transaction requested or initiated through the Bill Payment
Service, for any reason, in Bill.com’s sole discretion, without Bill.com
incurring any liability to You. By using the Bill Payment Service, You grant to
Us and Bill.com reserves the right to suspend or cancel any payments requested
or initiated by You or a Payer, including if Your Bill.com account is not in
good standing. In the event that We suspend or cancel Your payment, Bill.com
will credit the amount of any electronic ACH debit(s) received by Us to fund the
payment (as described in Section 10 of this Schedule) to Your Payment Account,
and You authorize Bill.com, in its sole discretion, to withhold and collect from
any such credit(s) any Service Fees or other amounts owed by You to Bill.com.
Making Card Payments. The Bill Payment Service enables certain Bill.com Users to
fund payments to Vendors via credit or debit card (“Card(s)”). To fund a payment
to a Vendor using a Card, You will need to associate one or more valid Cards
with Your Bill.com account. If Your Bill.com account is eligible to make
payments via Card, You may use Cards issued on the following payment
networks: MasterCard®, Visa®, Discover®, JCB®, Diners Club® networks. Certain
restrictions may apply. Upon the addition of a Card to Your Bill.com account,
You agree that Bill.com may verify the validity of Your Card pursuant to any
reasonable method in Bill.com's sole discretion, including validating Your
authority to use the Card. A temporary, small authorization charge may appear on
Your card statement provided by the issuing bank for this purpose. All of the
following apply when You use a Card to fund a payment to a Vendor:
* All Cards associated with Your Bill.com account are subject to the existing
terms for the Card, including, but not limited to, any relevant credit or
transaction limits, credit and interest terms, rewards programs, or other
applicable terms set by Your issuing bank.
* We may impose limits on the size, frequency, and timing of Card payments sent
through the service, on a per transaction, or a cumulative basis, and change
those limits at any time.
* Use of Your Card to fund a payment is governed by the terms set by Your
issuing bank. Bill.com will prepare, code, and submit Your Card
authorizations as bill payments or purchases rather than cash advances. Your
Card transactions, however, may be treated as a cash advance by the issuing
bank.
* If You choose to fund a payment to a vendor via Card, Bill.com will first
charge the Card You have selected to fund the payment. Once Bill.com charges
Your Card successfully, Bill.com will disburse the funds to Your Vendor,
pursuant to the Choosing a Payment Method Section below and other applicable
terms.
* Each payment to a Vendor that You fund by using a Card complies with this
Agreement and applicable law, regulations and rules.
* Bill.com Remedies. If (i) You initiate excessive Card Payment Disputes
(defined below) seeking to reverse, chargeback, or dispute payments You have
funded through use of Card or have a material number of such disputes
unresolved for longer than 60 days; (ii) You materially breach this
Agreement; (iii) Bill.com forms a reasonable belief that You may be unable to
cover future liabilities under this Agreement (including if there is a
material risk of Your insolvency, or if You are the subject of a large number
of Vendor complaints); (iv) You have committed compliance violations,
including being placed on any watchlist maintained by a regulator; or (v) You
violate Bill.com’s Acceptable Use Policy, each as reasonably determined by
Bill.com, Bill.com, upon notice to You, may do any or all of the following in
order to mitigate the risk to Bill.com: (i) delay the payout of settlement
funds to Your Vendors; (ii) suspend Your ability to submit Card Payments.
Bill.com balance. If You have an eligible Bill.com account, You will be able to
hold a balance of funds in Your Bill.com account (a “Bill.com Balance”). You can
use Your Bill.com Balance to fund payments to Vendors and receive payments from
Your Customers, among other benefits. Bill.com Balance allows eligible Bill.com
accounts to receive money, hold money, transfer money to pay Vendors, and move
money from Your Bill.com Balance to Your Payment Account. Your Bill.com Balance
consists of the funds You have in your Bill.com account for new payments and
that are not subject to pending transactions. You will pay the standard
transaction fees for any transfers from Your Bill.com Balance to pay Vendors.
* You may use funds from Your Payment Account to fund Your Bill.com
Balance. Each time You instruct Bill.com to add funds from Your Payment
Account to Your Bill.com Balance, You authorize Us to immediately debit the
Payment Account at the time of the transfer for the amount instructed. You
also authorize Bill.com to return funds to Your Payment Account in the event
that a transfer of funds to Your Bill.com Balance is canceled or not possible
for any reason. If We are unable to return funds from Your Bill.com Balance
to your Payment Account, We will request that You provide us with a new
Payment Account or an address to mail a check to return those funds to You.
* You may electronically transfer funds from Your Bill.com Balance to Your
Payment Account by instructing Bill.com to transfer funds to Your Payment
Account. Bill.com will settle these electronic transfers to Your Payment
Account based on the method You choose, including but not limited to, a wire
or an ACH credit to your Payment Account through the National Automated
Clearing House Association (“NACHA”). These transfers from Your Bill.com
Balance will typically arrive in Your Payment Account within one (1) business
day from the date of Your payment instruction. We may limit how many
withdrawals You can initiate from Your Bill.com Balance to Your Payment
Account and the amount of funds You can transfer in a single transaction. We
may also delay a withdrawal, in certain situations, including to confirm that
You have authorized the withdrawal or if there are insufficient funds in Your
Bill.com Balance. We will charge our standard transaction fees to transfer
funds from Your Bill.com balance to Your Payment Account via an ACH or
check. If You request a paper check from Us, You must cash it within 180 days
of the date of issuance, or We will return the funds to Your Bill.com
balance.
* Funds added to Your Bill.com Balance will be stored in a master bank account
owned by Bill.com, as custodian and for Your benefit. Bill.com Balance funds
may be commingled with other funds similarly collected by and held by
Bill.com for purposes of making payments requested through the Service. Even
though Bill.com Balance funds will be held in an account owned by Bill.com,
the funds are held solely for the benefit of the User, not Bill.com and the
Bill.com Balance User will be the principal with respect to those funds.
Bill.com will not mix Your funds with Bill.com’s corporate funds and Bill.com
will not use Your funds for any corporate purposes, nor will Bill.com
voluntarily make Your funds available to its creditors in the event of
bankruptcy. Funds in Your Bill.com Balance will be held in U.S. dollars.
* You will not receive interest on the funds that You have in Your Bill.com
Balance, and You agree that You will not receive any interest on or other
monies derived from the funds that Bill.com holds in the master bank account.
* Bill.com may freeze, withhold, or remand funds in Your Bill.com Balance in
response to a facially valid subpoena, court order, search warrant, notice,
or other binding order from a governmental authority or third party,
including but not limited to tax levies, garnishment orders, or lien notices
without incurring any liability to You. We will decide, in Our sole
discretion, what action is required of Us. Unless the court order, applicable
law, regulatory requirement or other legal process (“Legal Order”) requires
otherwise, We will notify you of these actions. When We implement a hold or
limitation as a result of a Legal Order the hold or limitation may remain in
place longer than 180 days.
* You can close Bill.com Balance without closing Your Bill.com account, but You
cannot close Your Bill.com account without closing Your Bill.com
Balance. Closing a Bill.com account will result in Bill.com automatically
closing Your Bill.com Balance and sending any balance to You via check. You
can terminate Your relationship with Us, but You will remain liable for all
obligations related to Your Bill.com Balance and Bill.com account, even after
those accounts are closed. You must withdraw or transfer any funds held in a
Bill.com Balance before closing your Bill.com Balance or Bill.com Account. In
certain circumstances, such as the following, You may not turn off the
Bill.com balance feature or close Your Bill.com account: to evade
investigation; if You have a pending transaction using Your Bill.com Balance
as the payment method or an open dispute or claim related to Your Bill.com
Balance; if Your Bill.com Balance has a negative balance; or if Your Bill.com
Balance is subject to a hold or limitation.
* If We believe that You: breach the Terms or Our Acceptable Use Policy;
violate any law, statute, ordinance, or regulation; send or receive what We
in Our discretion believe to be fraudulent funds; are using Bill.com Balance
or the Service for what We in Our discretion believe is a fraud or crime;
refuse to cooperate in an investigation or provide confirmation of Your
identity or any information You provide to Us; or conduct business in a
manner the results in complaints, fees, fines, penalties or other financial,
legal, regulatory or reputational risk, liability or losses to Bill.com,
other Bill.com customers, third parties, or You, then we may take a number of
actions to protect Bill.com, Our customers, and others in Our sole
discretion. These actions include, but are not limited to: Limiting Your use
of Bill.com Balance, closing or suspending Your Bill.com Balance immediately,
without any penalty to Bill.com; limiting Your ability to send money or make
withdrawals from Bill.com Balance; holding Your Bill.com Balance for up to
180 days if reasonably needed to protect against the risk of liability or if
You have violated our Acceptable Use Policy.
* If We deactivate Your Bill.com Balance or terminate Your use of the Service
for any reason, we’ll provide You with notice of our actions and make any
unrestricted funds held in Your Bill.com balance available for withdrawal to
the extent permitted by law. You are responsible for all reversals,
chargebacks, claims, fees, fines, penalties, or other liability incurred by
Bill.com, or a Bill.com customer, or a third party caused by or arising out
of the Terms applicable to your use of Bill.com Balance.
* If You do not log in to Your Bill.com account for at least two years,
Bill.com may close Your Bill.com Balance and send any funds in the Bill.com
Balance to Your primary address or, if required, escheat (send) those funds
to Your state of residency. We will determine your state of residency based
on the state listed as the address for your Bill.com Account.
2. Vendor Set Up and Management
Setting Up Your Vendors. To use the Bill Payment Service, You will be required
to provide information for Your Vendors, including for Vendors that are not part
of the Bill.com network. For each Vendor, You agree to provide correct and
current information as requested by Bill.com. By providing, entering,
connecting, or uploading any Vendor information to the Service, You represent
and warrant that You have obtained all necessary authorizations or consents from
the Vendor to share such information. You represent and warrant that the Vendor
agrees, or You have the authority to agree on behalf of the Vendor, to be
subject to and comply with this Agreement and all applicable laws, rules and
regulations. You authorize Us to send emails, text messages and to call Your
Vendors as needed to facilitate the Services provided to You and to provide Your
Vendors with information regarding other products or Services. You represent and
warrant that Your Vendor has agreed to receive such communications from Us. You
further represent and warrant that when We send Your Vendor transactional
communications that relate to payments that those communications facilitate a
previously agreed upon commercial transaction between You and Your Vendor.
You are solely responsible and Bill.com is not responsible for verifying the
accuracy of any Vendor information provided in connection with Your Bill.com
account or use of the Service. Bill.com will have no liability for losses or
damages resulting from the accuracy or inaccuracy of Your Vendor’s information,
including bank account information, or Your or Your Vendor’s actions or
inactions. If You invite a Vendor to set up a Bill.com account, You acknowledge
that it may take several business days to set up the Vendor in the Service.
Bill.com does not guarantee that a Vendor will be set up in the Service.
Vendor Selection. If You choose to connect with, link or pay a Vendor in the
Bill.com network, You acknowledge and agree that You are solely responsible for
selecting and paying the correct Vendor. Bill.com will have no liability or
responsibility if You select or pay an incorrect Vendor.
Payment Instruction Authorizations. When You create or link a Vendor to Your
Bill.com account, You authorize Us to follow the payment instructions that We
receive from You or a Payer to pay that Vendor. In order to process payments
more efficiently and effectively, We may submit check payments to the best known
Vendor address, alter payment data or data formats for a Vendor, or send a
payment through the Vendor Direct Service as provided in Section 12 of this
Schedule, all in Our sole discretion and without notice to You. Bill.com
reserves the right to refuse to make payments to any Vendor, in Bill.com’s sole
discretion.
3. Choosing a Payment Method
To use the Bill Payment Service, for each payment transaction, You must choose a
payment method to pay Your Vendor. Available payment methods may include
electronic ACH payment, check payment, Card payments, or virtual card (Vendor
Direct) payment. The payment method selected may be governed by additional
Terms, including as set forth in other Schedules to this Agreement. Bill.com
reserves the right to change or limit the payment method options available to
any Payer or Vendor, or to select the method by which a payment transaction will
be made, all in Bill.com’s sole discretion.
4. Scheduling Bill Payment
Process Dates. Payment transactions made through the Bill Payment Service
require sufficient time for Bill.com to debit Your Payment Account and for Your
Vendor to receive payment. When making a payment through the Bill Payment
Service, You must select an available date on which Bill.com will process the
ACH debit from Your Payment Account to fund the payment ("Process Date"). You
agree that You are solely responsible for scheduling payments and selecting an
appropriate Process Date for each payment transaction. You understand that the
selection of a future Process Date may not be available for all products and
services.
No Warranty or Representation. When provided by Bill.com, estimated payment
dates are for convenience only, and Bill.com does not guarantee that a payment
to a Vendor will be made within any specific time frame of the Process Date, and
Bill.com disclaims any responsibility or liability if a payment scheduled
through the Bill Pay Service is not made to a Vendor on or before any specific
date. It is Your sole responsibility to ensure that payment to a Vendor is made
as required by agreement, contract or law. Except as otherwise agreed or
required by law, You will be solely responsible and Bill.com will not be
responsible for all penalties, interest charges, and other late payment fees
associated with payments that are delivered after their due date.
5. Debits from Your Payment Account
Debits. When You use the Bill Payment Service to pay a Vendor, You are
responsible for the payment amount and agree to fund the payment to Bill.com. To
fund the payment, You authorize Bill.com to process a debit or charge to Your
Payment Account, pursuant to your Payment Instructions, in the full amount of
each payment You or a Payer has requested. If a debit or charge to Your Payment
Account to fund a payment made by You through the Service is rejected or
returned by Your bank for any reason, YOU UNDERSTAND AND AGREE THAT YOU CONTINUE
TO BE RESPONSIBLE FOR FUNDING THE PAYMENT AMOUNT AND AGREE TO PAY THE AMOUNT OF
THE RETURNED DEBIT DIRECTLY TO BILL.COM WITHIN 5 BUSINESS DAYS. You agree that
We may resubmit a returned or rejected debit to any Payment Account in Our sole
discretion. You agree to pay all penalties, interest charges, late payment fees,
service fees, and/or interest related to the rejected or returned funding debit.
If an ACH debit or Card payment processed by Us from Your Payment Account is
rejected or returned for any reason, We reserve the right to suspend all
payments from Your Bill.com account, or to terminate Your Bill.com account, all
in Our sole discretion in addition to other rights and remedies We have under
the law and this Agreement.
ACH Debits from Your Payment Account. You certify that Your Payment Account is
enabled for ACH debits, and agree to reimburse Bill.com for all penalties and
fees incurred if any funding ACH debit is returned because Your Payment account
was not properly configured to accept ACH debits.
6. Payment Cancelation or Modification
Payment Cancelation. You understand and agree that when You authorize a payment
to be made to a Vendor through the Service, Your authorization remains in effect
for up to 30 days. Payments that are scheduled but have not yet begun to be
processed may be canceled and, if a change is needed, reissued, through Your
Bill.com account. Once Bill.com has begun to process a payment, the payment
cannot be canceled, and You must request to void the payment.
Void Payment Requests. To stop a payment after Bill.com has begun to process it,
You must request to void the payment (“Void Payment Request”) through the
Service. If You submit a Void Payment Request, Bill.com will use commercially
reasonable efforts to stop the payment, but You understand and agree that
Bill.com may not be able to stop the payment. Bill.com’s ability to stop a
payment depends on a number of factors, including but not limited to the payment
method and whether the payment has cleared the Vendor’s account. You agree that
Bill.com will not have any liability for failing to stop a payment that has
begun to process. A Void Payment Request may be subject to a fee.
Rights We Reserve. Bill.com reserves the right to expire, void or cancel any
payment if the payment is not deposited or otherwise received and processed by a
Vendor within a reasonable amount of time, as determined by Bill.com in Our sole
discretion. If We expire, void or cancel any payment, You authorize and We will
credit the amount of the payment to Your Payment Account, less any Service Fees
or other amounts owed by You to Bill.com.
7. Returned Transactions
You are solely responsible for the accuracy of the payment information or the
payment instructions provided to Bill.com. If a payment is refused or returned,
Bill.com will void the payment, unless Bill.com in its sole discretion agrees to
take other action on the payment such as crediting or reissuing the payment. If
a returned or refused payment is voided, You authorize Bill.com to credit the
amount of the payment to Your Payment Account, less any Service Fees or other
amounts owed by You to Bill.com.
8. Document Management
You may upload invoices, bills, statements of accounts from Vendors, or other
documents ("Bills") to the Inbox of Your Bill.com account. You may also
authorize Vendors to send electronic Bills to Your Bill.com account, or You can
create Bills using the Service. You are solely responsible for the Bills
uploaded, created, recorded, processed, approved, paid, and/or synced or shared
with third parties through Your Bill.com account. Bill.com is not responsible
for any Bills, including those that are misdirected or not received.
Certain electronic bills may be uploaded to the Inbox of Your Bill.com account
and identified as “eBills.” Where this option is provided, You may elect to turn
on the eBills service. The eBill service is supported by one or more third
parties who interact with Your Vendors through their own separate processes and
agreements with Your Vendors, which are outside the control of Bill.com. As a
result, Bill.com will not be held liable for, and you accept the risk of loss
arising from, any error, delay, failure or inaccuracy of any eBill.
9. Auto Bill Entry
Bill.com offers, and You may choose to use, if available, an auto bill entry
service (“Auto Bill Entry”) that can assist You in entering information into the
Service from Bills that you upload or receive. The Auto Bill Entry option may be
provided, in part, by third party service providers, including CloudFactory. By
choosing to use the Auto Bill Entry option, You understand that Auto Bill Entry
is governed by this Agreement and by the terms of service and privacy policy, as
applicable, of any third party service provider. CloudFactory’s Terms of Service
are available at https://info.cloudfactory.com/bdc/tos.
10. Electronic Payments
ACH Applicable Rules and Law. Your use of the Bill Payment Service will include
Your consent and authorization for Bill.com to process and originate electronic
ACH debits and credits. You agree that all electronic ACH transactions requested
or processed in connection with Your Bill.com account or Your use of the Service
are subject to this Agreement, the Operating Rules of the National Automated
Clearing House Association (“Nacha Rules”), and all other applicable laws, rules
and regulations, which may include Uniform Commercial Code Article 4A or
Regulation E. For purposes of the Nacha Rules, Bill.com is an “Originator” or a
“Third Party Service Provider” or a “Third Party Sender.” Bill.com reserves the
right to refuse to make any payment through the ACH Network, for any reason, in
Bill.com’s sole discretion.
Your Agreement and Representations. For purposes of ACH debits and credits,
You:
* understand and agree that all payments processed through the Service via ACH
are funded by an electronic withdrawal (an “ACH debit”) processed for
Bill.com through the ACH Network from the bank account of the party making
payment (the “Payor”);
* authorize Bill.com to initiate and process ACH debits and credits in
accordance with Your payment instructions and as provided under this
Agreement;
* agree to be subject to and comply with this Agreement, the Nacha Rules, and
all other applicable laws, rules and regulations; and
* represent and warrant that Your Vendor or Customer agrees, or You have the
authority to agree on behalf of Your Customer or Vendor, to be subject to and
comply with this Agreement, the Nacha Rules, and all other applicable laws,
rules and regulations.
Returns and Maintaining Sufficient Funds. When using the Service, including the
Bill Payment Service, You understand and agree that it may take more than 60
days for Bill.com to receive notice of the return or reversal of an ACH debit
and/or to exercise any rights granted or reserved under this Agreement. You
agree at all times to maintain sufficient funds in Your Payment Account to
satisfy all obligations to Bill.com in connection with Your Bill.com account or
Your use of the Service, including returns, reversals, and associated fees, and
to add funds immediately if Bill.com notifies You that Your funds are
insufficient.
Ownership of Funds Collected for Payment. In the event that Bill.com processes
an ACH debit or charges a Card to fund a payment before Bill.com makes the
associated bill payment disbursement, the funds collected through the ACH debit
from Your Payments Account or through a charge to Your Card will be held in a
master bank account owned by Bill.com, as custodian and for the benefit of the
Payor. These funds may be commingled with other funds similarly collected and
held by Bill.com for purposes of making payments requested through the Service.
Even though the funds will be held in an account owned by Bill.com, the funds
are held solely for the benefit of the Payor, not Bill.com, and the Payor will
be principal with respect to those funds.
11. American Express Vendor Pay By Bill.com
If You are eligible to use American Express Vendor Pay by Bill.com, You may
elect to use American Express’s Card Tokenization Service to make payments to
Vendors who accept American Express. You acknowledge and agree that the Card
Tokenization Service is provided by American Express, a third party and a
Bill.com partner. Your use of the Card Tokenization Service is governed by the
American Express Terms of Service. Bill.com expressly disclaims any liability to
You for any damages incurred solely as a result of Your use of the Card
Tokenization Service.
12. The Vendor Direct Service
Vendor Direct Service. If Your Vendor has confirmed that it accepts payment by
virtual card, Your payments to the Vendor through the Bill Pay Service may be
made using the Vendor Direct virtual card payment method (“Vendor Direct
Service”). You understand and agree that the Vendor Direct Service is a payment
method available only for the Bill Payment Service. Bill.com reserves the right
to refuse to make any payment using the Vendor Direct Service, or to change the
payment method from the Vendor Direct Service to check or ACH for any payment
transaction, for any reason, in Bill.com’s sole discretion, without Bill.com
incurring any liability to You.
Virtual Card Payments. You understand and agree that Bill.com may use a
third-party service provider (the “Virtual Card Provider”) to issue or manage
the virtual cards used to execute payments requested or initiated through the
Vendor Direct Service, subject to Bill.com’s responsibilities and
representations under this Agreement.
You understand and agree that the Vendor Direct Service, and the virtual card
payment option, will be available only to pay Vendors that have confirmed that
they accept virtual cards as a method of payment. You grant to Us, and Bill.com
reserves, the right to choose, together with the Virtual Card Provider and/or
Your Vendor, the manner in which the virtual card payments will be provided or
delivered to Your Vendor. You understand and agree that neither Bill.com nor the
Virtual Card Manager is responsible for any costs incurred by Your Vendor in
connection with the use of the Vendor Direct Service. The Vendor will be solely
responsible for any costs or fees related to the receipt or processing of the
virtual card payment.
A Vendor that participates in the Vendor Direct Service may opt out of receiving
virtual card payments at any time. If a Vendor opts out of the Vendor Direct
Service and/or virtual card payments from You, Your payments to that Vendor
through the Service will be made by check or electronic ACH payment, based on
Your account settings and/or as provided under this Agreement. You acknowledge
and agree that You are solely responsible for any payment owed by You to a
Vendor, and that Bill.com has no responsibility or liability related to the
acceptance or return of virtual card payments by a Vendor or the Vendor’s
participation in or opt out of the Vendor Direct Service. You grant Us the right
to credit to Your Payment Account the amount(s) of any unprocessed virtual card
payments, less any Service Fees or other amounts owed by You to Bill.com, as
provided in this Agreement.
Business Payments Only. Our Vendor Direct Service is intended for business
payments. Bill.com reserves the right, without Bill.com incurring any liability
to You, to refuse to make any payment using the Vendor Direct Service or to
change Your originally selected payment method from virtual card to check or ACH
payment if Bill.com determines based on commercially reasonable diligence that
Your payment is not a business-to-business payment being made for a commercial
purpose.
Communications. When You use the Bill Payment Service, You authorize Bill.com
and/or the Virtual Card Provider, on behalf of Bill.com, to contact Your Vendors
to determine their ability to accept virtual card payments. You represent and
warrant to Bill.com and/or the Virtual Card Provider that You have all
authorization or consents required to permit Bill.com or the Virtual Card
Provider to contact Your Vendors.
13. The International Payments Service
International Payments Service. If You have an eligible Bill.com account, You
may use the International Payments Service to make payments (“International
Payments”) to Vendors located in certain eligible foreign countries. You
understand and agree that the International Payments Service is part of and
available only for the Bill Payment Service, and the International Payments
Service is not available for the Accounts Receivable Service.
Bill.com reserves the right to select and change, at any time, for any reason,
in Bill.com’s sole discretion, the eligible countries to which or the eligible
currencies in which You may request payments to be made using the International
Payment Service. Bill.com reserves the right to refuse any payment transaction
requested or initiated through the International Payments Service, for any
reason, in Bill.com’s sole discretion, without Bill.com incurring any liability
to You.
Process Dates. You understand and agree that, for certain International
Payments, You may not be able to select or schedule a future Process Date. We
will provide You with an estimated delivery date for Your International Payment
when You instruct Us to make the payment, but You understand and agree that
actual delivery date may vary. It is Your sole responsibility to ensure that
payment to Your Vendor is made as required by agreement, contract or law.
Currency Conversion Rates. You understand and agree that (i) International
Payments may require the conversion of currency, and (ii) when making
International Payments, the applicable rate of currency conversion may vary from
the indicative rate displayed when You request the payment and You will be bound
by the applicable rate of currency conversion. We and Our third-party service
providers include a margin on foreign exchange, which is an indirect cost to
You. A margin is the difference between the wholesale exchange rate and the
actual exchange rate used to convert the payment to the foreign currency. You
agree that Bill.com is not responsible and will not be liable to you for any
loss suffered by You due to any rate fluctuations.
Third Party Service Providers. You understand and agree that Bill.com may use
one or more third-party service provider(s) to process or execute International
Payments, to convert currency, and/or to transmit and distribute funds to
Vendors outside the United States.
Applicable Rules. You understand and agree that International Payments may be
governed by rules of payment networks used to process such payments, OFAC
regulations, and may be subject to the laws of jurisdictions outside the United
States, including the jurisdictions where the Vendors are located. The
application of foreign laws or regulations to Your International Payments may
impact the rights and remedies that You have with respect to the International
Payments.
Void and Canceled Payment Requests. You acknowledge and agree that Bill.com
cannot stop or void an International Payment after the payment has begun to
process. If You void or cancel an International Payment request that requires a
currency conversion, then any costs We incur with regard to that currency
conversion will be borne by You and We are entitled to debit such costs from
Your Billing Account during Your next fee payment cycle. Costs include any loss
to Bill.com from a fluctuation in the rate We provided for the currency
conversion. If Bill.com is unable to charge the Billing Account for any reason,
You agree to pay all such costs within 5 business days of notice of non-payment
from Bill.com. 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.
Currency Conversion Preferences. Where currency conversion is available,
Bill.com will facilitate a payment transaction in the currency accepted or
chosen by the receiver. If the receiver has not chosen or accepted a currency,
then the transaction will be completed in the currency initiated by the sender.
Business Payments Only. Our International Payments Service is intended for
business payments or payments made by business entities.
No Payments to OFAC Sanctioned Countries or Specially Designated Nationals
(SDNs). Our International Payments Service cannot be used, directly or
indirectly, to facilitate payments to OFAC sanctioned countries or to SDNs which
are both prohibited by U.S. law.
SCHEDULE 2
Accounts Receivable Service
This Schedule 2 sets forth additional Terms that apply to the accounts
receivable features and functionalities (“Accounts Receivable Service”) of the
Service. This Schedule is supplemental to and incorporated into the Agreement
that governs the Service. All capitalized terms used but not defined herein have
the meanings given to them in the Terms.
1. Using the Accounts Receivable Service
Using the Accounts Receivable Service. The “Accounts Receivable Service” is a
set of services, features and functionalities of the Service that enable You to
receive payments from Customers through the Service.
Payment Accounts. To use the Accounts Receivable Service, You must associate a
Payment Account with Your Bill.com account. When You enter Payment Account
information for purposes of the Accounts Receivable Service, You represent and
warrant:
* You have authority to provide and disclose the Payment Account information to
Bill.com;
* You have authority to and do authorize the initiation of ACH debit or credit
entries, as applicable, to the Payment Account in accordance with Your
payment instructions and use of the Service, and, as necessary, the
initiation of adjustments or reversals as provided under this Agreement, or
applicable law, rules or regulations; and
* Each payment that You receive through the Service complies with this
Agreement and applicable law, regulations and rules.
Payment Instructions. You are solely responsible for the accuracy of the payment
information and the payment instructions provided in connection with Your use of
the Accounts Receivable Service.
Agent of the Payee; Receipt of Funds. When You use the Accounts Receivable
Service, You appoint Bill.com to act as Your agent in connection with the
receipt of funds from Your Customer. Receipt of funds from Your Customer by
Bill.com will be deemed to be receipt of funds by You, and will satisfy any
payment obligations of Your Customer even where You have elected to receive the
payment from Your Customer through Our expedited payment services or are enabled
to receive Vendor Direct payments or are enabled for a Bill.com Balance
(collectively “Vendor Payment Methods”). When at least one of these Vendor
Payment Methods is elected or enabled, You authorize Bill.com to designate a
Bill.com account held for the benefit of Our customers as Your primary receiving
account for receipt of funds for all payments or transfers made from Your
Customers to You. The Bill.com account will serve as Your Bill.com primary and
default account for receipt of the funds from Your Customers. All other bank
accounts that You may have added to Your Bill.com profile as Payment Accounts
will be secondary to the Bill.com primary account.
Bill.com Balance. If You have Bill.com Balance enabled for Your Bill.com
account, money sent to You through the Accounts Receivable Service may be placed
into Your Bill.com Balance based on Your account settings. You can change the
setting at any time to have funds received through the Accounts Receivable
Service transferred directly into Your Payment Account or into Your Bill.com
Balance. When You adjust Your account settings to allow money sent to You
through the Accounts Receivable Service to be placed in Your Bill.com Balance,
You authorize Bill.com and its third-party providers to receive and hold
payments directed to You into the Bill.com Balance.
Rights We Reserve. Bill.com reserves the right to refuse to process a payment
from a Customer for any reason, including any reason related to the Customer’s
financial condition and creditworthiness, in Bill.com’s sole discretion, without
Bill.com incurring any liability to You. Bill.com may contact, in its sole
discretion, for any reason, a Customer regarding any payments made, or to be
made, by the Customer through the Accounts Receivable Service. Bill.com will not
process any payment transaction requested from any Customer located outside the
United States unless one of Our International Services supports such payment.
2. Customer Set Up and Management
To use the Accounts Receivable Service, You may be required to provide accurate
and current information about Your Customers. You agree to provide any
information or documentation requested by Bill.com, including to verify the
identity of the Customer and its payment information. When using the Accounts
Receivable Service, You represent and warrant to Bill.com that:
* The information You provide for a Customer is complete and accurately
identifies the Customer.
* All of the invoices that You create or upload to the Service are issued
pursuant to a contractual relationship with the Customer and/or for goods or
services provided to the Customer.
* Each payment transaction initiated by You or from the Customer complies with
the terms of Your contract or arrangement with the Customer, and with
applicable law, regulations and rules.
* Your Customer agrees, or You have the authority to agree on behalf of the
Customer, to be subject to and comply with this Agreement, and all applicable
laws, rules and regulations.
3. Customer Authorizations
Customer Consents and Authorizations. By providing, entering, connecting, or
uploading Customer information to the Service, You represent and warrant that
You have obtained all required authorizations or consents from the Customer to
share the Customer’s information. You are solely responsible for verifying the
accuracy of Customer information provided by You in connection with Your
Bill.com account or use of the Service. Bill.com will have no liability for
losses or damages resulting from the accuracy or inaccuracy of a Customer’s
information, or Your or Your Customer’s actions or inactions.
Payment Authorizations. When requesting or initiating a payment from a Customer
using the Accounts Receivable Service, You represent and warrant that You have
obtained all necessary approvals and authorizations from the Customer to
initiate the payment and to authorize ACH debits and credits from the Customer’s
bank account, including to fund the payment. Bill.com will have no liability for
losses or damages resulting from ACH debits or credits that you initiate without
authorization from your Customer.
4. Invoice Creation and Management
You may create invoices through the Service, or import invoices from Your
accounting software if the import is supported by both Bill.com and Your
accounting software. You may use the Accounts Receivable Service to send and
track Your invoices, and to send reminders related to Your invoices. By using
these features of the Accounts Receivable Service, You represent and warrant
that You have all rights and consents necessary to send invoices and reminders
to Customers in accordance with any governing agreements and applicable law.
Bill.com is not responsible for any invoices or reminders that You send using
the Service, including those that are misdirected or not received.
5. ACH Payments
ACH Payments. Your use of the Accounts Receivable Service will include Your
consent and authorization, and Your representation and warranty that You have
obtained necessary consents and authorization from Customer(s), for Bill.com to
process and originate electronic ACH debits and credits to or from Your
Customer(s).
Debits from the accounts of Your Customers. When You use the Accounts Receivable
Service, You represent and warrant to Bill.com that You have all necessary
authorizations and approvals from Your Customer for Bill.com to originate an ACH
debit from the Customer’s bank account to fund the full amount of each payment
requested, and will provide proof of such authorizations upon our reasonable
request. You represent and warrant that Your Customer certifies, or You have the
authority to certify on behalf of Your Customer, that the Customer’s bank
account is enabled for ACH payments, and You agree to reimburse Bill.com for all
penalties and fees incurred if any funding ACH debit is returned because the
Customer’s bank account was not properly configured to accept ACH debits. You
represent and warrant that Your Customer agrees, or You have the authority to
agree on behalf of Your Customer, that the Customer will not dispute any ACH
debit by Bill.com that funds a payment made through the Service. If an ACH debit
from a Customer’s account to fund a payment requested by You through the
Accounts Receivable Service is rejected or reversed for any reason, YOU
AUTHORIZE BILL.COM TO REVERSE THE CORRESPONDING PAYMENT TO YOU VIA DEBIT FROM
YOUR PAYMENT ACCOUNT, OR IF THERE ARE INSUFFICIENT FUNDS IN YOUR PAYMENT ACCOUNT
AT THE TIME OF DEBIT, YOU AGREE TO PAY THE AMOUNT OF THE PAYMENT BACK TO
BILL.COM WITHIN 5 BUSINESS DAYS. You represent and warrant that Your Customer
agrees, or You have the authority to agree on behalf of Your Customer, that
Bill.com may resubmit a rejected or reversed funding debit to the Customer’s
account, in Bill.com’s sole discretion. You also agree to pay all penalties,
interest charges, late payment fees and service fees related to any rejected,
reversed or returned funding ACH debit. For additional terms regarding ACH
payments, please see Schedule 1, Section 10.
Returns and Maintaining Sufficient Funds. When using the Service, including the
Accounts Receivable Service, You understand and agree that it may take more than
60 days for Bill.com to receive notice of the return or reversal of an ACH debit
and/or to exercise any rights granted or reserved under this Agreement. You
agree at all times to maintain sufficient funds in Your Payment Account to
satisfy all obligations to Bill.com in connection with Your Bill.com account or
Your use of the Service, including returns, reversals, and associated fees, and
to add funds immediately if Bill.com notifies You that Your funds are
insufficient.
6. Receiving Card Payments
General. Bill.com provides features and services that allow You to accept card
payments from Your Customers (“Card Payments”). Card Payments are processed
through third-party service providers, which currently include Adyen (“Card
Payment Providers”). To enable Card Payment acceptance, You will need to accept
certain agreements with the Card Payment Provider for each type of Card Payment
method that You enable (“Card Payment Agreements”). These Card Payment
Agreements will be provided to You by the specific Card Payment Provider. In the
event of any inconsistency between these Terms and the Card Payment Agreements,
these Terms will govern the relationship between You and Bill.com, and the Card
Payment Agreements will govern the relationship between You and the Card Payment
Provider(s).
Card Payment Disputes. A “Card Payment Dispute” is an instruction initiated by
the party making a Card Payment to reverse or invalidate a processed Card
Payment (including “chargebacks” and “disputes” as those terms may be used by
Card Payment Providers). Bill.com may withhold the payout of the amount of a
Card Payment from settlement funds owed to You under this Agreement if Bill.com,
acting in good faith and using its industry knowledge and platform-wide
algorithms, reasonably believes that a Card Payment Dispute is likely to occur
with respect to that Card Payment. Bill.com may, with notice to You (which may
be concurrent), withhold the payout of amounts subject to (i) a potential Card
Payment Dispute until Bill.com reasonably believes the Card Payment Dispute is
no longer likely to occur; and (ii) an actual Card Payment Dispute until the
Card Payment Dispute is resolved by the Card Payment Provider.
If a Card Payment Dispute occurs for a Card Payment for which funds (“Card
Payment Funds”) have already settled and been disbursed to You, the Card Payment
Dispute results in Your unconditional obligation to return the settled Card
Payment Funds to Bill.com. Card Payment Funds are credited to Your Payment
Account on the condition that there is no Card Payment Dispute. If a Customer
claims a Card Payment Dispute in accordance with relevant network and issuer
rules, You lose entitlement to the relevant Card Payment Funds and must return
that amount to Bill.com.
For every Card Payment Dispute where Bill.com is obliged to pay the Card Payment
Dispute amount to any third-party, You give Bill.com authority to deduct the
same amount from your Payment Account. If there are insufficient funds in Your
Payment Account to cover the debit for the Chargeback, this will result in a
“Negative Balance”. A Negative Balance represents an amount that you owe to
Bill.com, and, in this situation, You must immediately add funds to your Payment
Account to resolve the Negative Balance. If you don’t immediately add funds to
cover Your Negative Balance, Bill.com may: (1) engage in collection efforts to
recover the amount due from You to Bill.com; (2) place a limitation on Your
Bill.com Account; or (3) take other action on Your Bill.com account as provided
in this Agreement.
Bill.com Remedies. If (i) You incur excessive (over 0.5% of total monthly
processing volume) Card Payment Disputes in three consecutive months or have a
material number of such disputes unresolved for longer than 60 days; (ii) You
materially breach this Agreement; (iii) Bill.com forms a reasonable belief that
You may be unable to cover future liabilities under this Agreement (including if
there is a material risk of Your insolvency, or if You are the subject of a
large number of Customer complaints); (iv) You issue a large volume of refunds
of Card Payment Funds that result in a Negative Balance; (v) You have committed
compliance violations, including being placed on any watchlist maintained by a
regulator; or (vi) You violate Bill.com’s Acceptable Use Policy, each as
reasonably determined by Bill.com, Bill.com, upon notice to You, may do any or
all of the following in order to mitigate the risk to Bill.com: (i) initiate
reversals; (ii) delay the payout of settlement funds to Your Payment Account;
and/or (iii) suspend Your ability to submit Card Payments.
Challenging a Dispute. You are immediately responsible to us for all Card
Payment Disputes, refunds, reversals, or returns regardless of the reason,
timing, or method of payment. In many but not all cases, You may have the
ability to challenge a chargeback or dispute by submitting evidence to Us. To
challenge a Card Payment Dispute, you will need to provide documents and other
evidence that Bill.com requests in order to meet the evidentiary requirements of
the applicable card network. Bill.com may provide You with guidance on preparing
the required evidence, but We cannot guarantee that Your challenge will be
successful. You agree to provide any documents that Bill.com requests regarding
challenging a Card Payment Dispute within the timeframe requested by Bill.com.
Third-parties such as the applicable card network may deny Your challenge for
any reason they deem appropriate. Where a challenge is entirely or partially
successful, a third-party may credit funds associated with the Card Payment that
is the subject of the Card Payment Dispute (or a portion thereof) to Your
appropriate account.
Dispute Fees. For every Card Payment Dispute, You will be charged a
non-refundable fee (“Card Payment Fees”). Card Payment Fees charged for
executing the original Card Payment will not be refunded in part or in whole to
You if the Card Payment is made subject to a Card Payment Dispute.
Limitation of Liability. WITHOUT LIMITING SECTION 12 (DISCLAIMER OF WARRANTIES)
OR SECTION 14 (LIMITATION OF LIABILITIES) IN THE TERMS, TO THE MAXIMUM EXTENT
PERMITTED BY APPLICABLE LAW, BILL.COM MAKES NO WARRANTY AND ASSUMES NO
RESPONSIBILITY OR LIABILITY FOR ANY DISPUTES, CHARGEBACKS, OVERCHARGES, DELAYED
PAYMENTS, INSUFFICIENT FUNDS, EXPIRED CARDS, CIRCUMSTANCES BEYOND OUR CONTROL
(INCLUDING WITHOUT LIMITATION POWER OUTAGES, SERVICE INTERRUPTIONS OR
OTHERWISE), OR OTHER ISSUES RELATING TO TRANSACTIONS MADE THROUGH BILL.COM OR
OTHER SERVICES OFFERED BY THE RELEVANT THIRD-PARTY SERVICES.
Card Payment Disputes can arise from both authorized and unauthorized Card
Payments. Bill.com is not responsible for or liable to You for authorized and
completed charges or payments that are later the subject of a Card Payment
Dispute, refund, or reversal, are submitted without authorization or in error,
or violate any laws.
7. Expedited Payment Services Including Instant Transfer
Expedited Payment Services. For certain payments made to You through the
Accounts Receivable Service, You may have the option to receive the funds
quickly through Our expedited payment services, including as soon as thirty
minutes through the Instant Transfer Service. Expedited payment services,
including Instant Transfer transactions may be facilitated by Us through a
variety of payment networks, all in Our discretion, including but not limited to
Real Time Payments (“RTP”) network (where Your bank accepts RTP), Next Day ACH,
Same Day ACH, or may be paid to the account associated with a debit card that
You provide when You elect the Instant Transfer Service. We may charge a fee for
completed expedited payment services, including Instant Transfer transactions.
Use of the Instant Transfer Service is conditioned on Your acceptance of and
will be governed by this Agreement and the agreement of our third party service
provider, which will be provided to You when You elect Instant Transfer.
Expedited payment services may also be subject to The Clearing House RTP System
Operating Rules, the Uniform Commercial Code Article 4A, Nacha Rules, and
applicable card network rules.
Representations and Warranties with our Expedited Payment Services. When You use
Our expedited payment services, in addition to other representations and
warranties, You represent and warrant the following as of the date You elect any
expedited payment transaction:
* Each expedited payment transaction funds an obligation of Your Customer to
You that arose in the ordinary course of business between You and the
Customer and is unconditionally owed to You without any defenses, disputes,
offsets, counterclaims, or rights of return or cancellation;
* To the best of Your knowledge, Your Customer is not insolvent or unable to
pay its obligations in the ordinary course, is not contemplating filing for
bankruptcy, and is not subject to any bankruptcy, insolvency, receivership,
conservatorship or other similar proceedings;
* You have a reasonable basis to believe that Your Customer has funds available
in such Customer’s bank account to fund the expedited payment transaction;
and
* You are not aware of any circumstance indicating that there is a significant
risk that the method Your Customer used to fund the expedited payment
transaction (i.e., ACH or Card) will be returned, rejected, dishonored, or
disputed.
By using Our expedited payment services, You are requesting that Bill.com
provide expedited availability of funds for Your Customer’s payment pending
settlement of such payment, and You acknowledge that Bill.com’s willingness to
provide such expedited funds availability is contingent on Your representations
and warranties above. You agree and acknowledge that providing You with advance
availability of funds is not a loan, but a feature of Bill.com’s payment
services, and You agree not to characterize any expedited payment transaction as
a loan.
Remedies for Breach of the Representations and Warranties in this Section.
Without limited other available remedies, if the method of funding Your Customer
provided for an expedited payment transaction is rejected, reversed or returned
and We reasonably believe that You breached any representation or warranty to
Us; then YOU AUTHORIZE BILL.COM TO REVERSE THE CORRESPONDING PAYMENT TO YOU VIA
DEBIT FROM YOUR PAYMENT ACCOUNT, OR IF THERE ARE INSUFFICIENT FUNDS IN YOUR
PAYMENT ACCOUNT AT THE TIME OF DEBIT, YOU AGREE TO PAY THE AMOUNT OF THE PAYMENT
BACK TO BILL.COM UPON DEMAND. You also agree to pay all penalties, interest
charges, late payment fees and service fees related to any breach of Your
representations and warranties.
Canceled Expedited Payments. Payment with Our expedited payment services may be
canceled for various reasons including “time-outs” of the RTP network, as
defined by The Clearing House, in which case the payment may be resubmitted if
possible. If Your expedited payment, including Instant Transfer payment, cannot
be resubmitted, You may receive Your payment via electronic ACH payment.
Rejected Expedited Payments. If a payment with Our expedited payment service,
including Instant Transfer payment, is rejected by Your financial institution or
any third party provider, Bill.com is not responsible to You for the payment, or
any other loss, damages, or costs related to the payment.
8. Virtual Card Disbursements
Vendor Direct Service. You may elect to receive disbursements from Your
Customers through our Vendor Direct virtual card payment method (the “Vendor
Direct Service”) where this option is made available to You on Our platform.
Where we have reasonably determined that You accept card payments, You also
grant to Us, and Bill.com reserves the right to choose, together with our third
party providers and/or Your Customer, to pay You through our Vendor Direct
Service, and the manner in which the virtual card payments will be provided or
delivered to You. Where such determination is made, You consent to disbursements
to You through the Vendor Direct Service for payments from any of Your
Customers.
You may also opt out of receiving disbursements through the Vendor Direct
Service at any time by contacting Your Customer or Us to update Your
preferences. We will discontinue the Vendor Direct Service to You within a
reasonable time after We receive notice from You or Your Customer. If You opt
out of the Vendor Direct Service, disbursements to You will be made by check,
electronic ACH payment or through other disbursement services available to
You. Bill.com reserves the right to refuse to make any payment using the Vendor
Direct Service, or to change the payment method from the Vendor Direct Service
to check or ACH for any transaction, for any reason, in Bill.com’s sole
discretion, without Bill.com incurring any liability to You.
You understand and agree that neither Bill.com nor its third party providers are
responsible for any costs incurred by You in connection with a disbursement
pursuant to the Vendor Direct Service and that You will be solely responsible
for any costs or fees related to the receipt or processing of the virtual card
payment.
Business Payments Only. Our Vendor Direct Service is intended for business
payments. Bill.com reserves the right, without Bill.com incurring any liability
to You, to refuse to make any payment using the Vendor Direct Service or to
change Your originally selected payment method from virtual card to check or ACH
payment if Bill.com determines based on commercially reasonable diligence that
Your payment is not a business-to-business payment being made for a commercial
purpose.
SCHEDULE 3
Console Service
This Schedule 3 sets forth additional Terms that apply to all uses of the
accounting console features and functionalities (“Console Service”) of the
Service, unless otherwise agreed by and between You and Bill.com. This Schedule
is supplemental to and incorporated into the Agreement that governs the Service.
All capitalized terms used but not defined herein have the meanings given to
them in the Terms.
1. Using the Console Service
The Console Service enables accountants and other financial services
professionals (as subscribed to Bill.com, each a “Console”) to manage and
operate Bill.com accounts for and/or on behalf of their professional services
clients (“Clients”). To gain access to the features and functions of the Console
Service, You must subscribe to the Console Service and pay all applicable
Service Fees.
2. Client Authorizations
Your subscription to the Console Service will enable You to: (a) invite Clients
to create a Bill.com account that will be linked to Your Console account; (b)
create a Bill.com account on behalf of a Client, which will be linked to Your
Console account; (c) invite Clients to link previously created Bill.com accounts
to Your Console account; (d) link previously created Client accounts to Your
Console account; and (e) configure, manage, and/or operate the Service on behalf
of Your Clients.
When You create or link a Bill.com account on behalf of a Client through Your
Console account, You represent and warrant to Bill.com that: (a) You have
obtained all required consents and authorizations to accept this Agreement for
the Client; and (b) the Client has agreed to be bound by this Agreement; (c) the
Client has authorized You to manage and operate their Bill.com account for
and/or on the Client’s behalf; and (d) You have an existing business
relationship with the Client where You are providing separate professional
financial consulting or accounting services for the benefit of such Client. Each
Console and Client understands and agrees that the Client accepts this Agreement
separately from the Console. You represent and warrant to Bill.com that You have
obtained all required rights, consents or authorizations from Your Client to use
the Service on the Client’s behalf and will provide proof of such consent upon
reasonable request by Us.
Initiating Payments on Behalf of Your Clients. When You initiate a payment
transaction or issue payment instructions on behalf of a Client through Your
Console account, You represent and warrant to Bill.com that You have obtained
all required rights, consents and authorizations to request or initiate ACH
credit(s) or debit(s) to or from the Client’s Payment Account.
3. Client Data
Ownership. All rights, title and interests, including all intellectual property
rights, in a Client’s User Data (“Client Data”) uploaded, stored, shared, or
otherwise processed in connection with a Console Account will be owned by the
Client; provided that, any work product created by the Console will be owned by
the Console. In the event of a conflict between a Client and a Console regarding
ownership of documents, data, or other information related to a Client’s
Bill.com account, Bill.com reserves the right to refuse to release the
documents, data or other information to either party, absent the consent to
release from the other party or the receipt of a legally binding order from an
authority of competent jurisdiction. Other than as provided in this Agreement,
Bill.com does not claim any ownership of the Client Data. Bill.com does not
monitor and Bill.com shall not be responsible for the content of any Client
Data.
Uploading Client Data. Prior to uploading any Client Data to the Service, You
represent and warrant to Bill.com that You have obtained and maintain all
required consents and authorizations necessary to permit the processing of such
Client Data. You are solely responsible and Bill.com is not responsible for the
Client Data that You manage in connection with Your Console account.
4. Customization of Your Console
With a Console subscription, You may customize the Client Bill.com accounts
linked to Your Console with Your logo or brand. If You choose to use this
customization feature, You acknowledge and agree that You have all necessary
rights, licenses, and authorizations to do so and the customization does not
infringe the rights or licenses of any third party. You acknowledge and agree
that You are not an agent of Bill.com and You have no authority to provide any
representations, warranties or covenants with respect to the Console Service or
any other Bill.com Service, and You will not purport to make any such
representations, warranties or covenants on behalf of Bill.com.
5. Marketing and Promotion
If You subscribe to the Console Service, We grant You permission to state
publicly that You are a customer of Bill.com’s Console Service, and a limited,
revocable, non-exclusive, non-transferable right and license to use and display
the Bill.com brand in accordance with our branding policies and guidelines, as
updated and available on the Bill.com Website or as provided to You. You agree
to use commercially reasonable efforts to cooperate with Bill.com in monitoring
the use of the Bill.com brand in relation to Your Console account. We reserve
the right to revoke or restrict any right or license granted under this
subsection if You fail to comply with Bill.com’s branding policies and guidance.
All goodwill developed from Your use of the Bill.com brand will accrue solely to
the benefit of Bill.com.
From time to time, Bill.com may provide You with materials (“Console Materials”)
related to the Console Service. You agree to use Console Materials only in the
form provided and as directed by Bill.com, and You will not alter Console
Materials without the express written permission of Bill.com.
We reserve the right to revoke or restrict any right or license granted under
this subsection if You fail to comply with Bill.com’s branding
policies, guidance, or directives.
6. Relationship of the Parties
No agency, partnership, joint venture, employment, or other similar relationship
is created between a Console and Bill.com as a result of this Agreement or the
Console’s use of the Console Service. This Agreement does not grant You the
right to resell the Service, in whole or in part, to any person or entity.
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