Terms and conditions

Effective date: Thursday 1st August 2019

Our terms and conditions

We’ve tried to keep our terms and conditions as simple and easy to understand as we can. It’s just part of who we are to avoid confusing our customers with complicated legalese or confusing stipulations. That said, if you’ve any questions about our terms, just click the chat button on the bottom right hand corner of the screen and we’ll be happy to help.

Introduction

These terms and conditions (the “agreement” or “terms“) govern your access and use of the billing software and related products and services (“services“) provided by Billsby. By using our services, you’re agreeing to be bound by these terms. If you’re using our services for a company or an organization, you’re agreeing to these terms on behalf of that organization, and in these terms, “you” or “your” refers to that organization.

We may modify these terms from time to time by posting the latest version on this page of our website. New features that we add to our service are subject to these terms. If a modification reduces your rights, we’ll let you know by, for example, sending a message to the email address associated with your account, posting on our website or our blog, or providing a notification within the Billsby application). If you continue to use our services after we’ve changed the terms, you’re agreeing to be bound by the new version.

Privacy policy

Alongside our terms, if you use our services you consent to the collection, use and handling of your information as set forth in our privacy policy. For more information, see our privacy policy at https://www.billsby.com/privacy.

Billsby service

You are granted a non-exclusive right during the term to use the services subject to the terms, conditions and restrictions in this agreement and any other restrictions stipulated to you by us in writing.

You agree to pay for the services in accordance with our service fees, as detailed below, and you agree that Billsby may revise its fees at any time, providing at least 15 days notice.

Billsby’s card vaulting partner keeps a protected copy of the credit card numbers of your users. This billing data belongs to you and your customers and by utilizing this service you grant Billsby a license to use this data for the purposes of fulfilling our service obligations to you and Billsby shall otherwise use commercially reasonable efforts to keep this information confidential and secure in line with general industry standards. Billsby is PCI complaint and agrees to comply with all applicable state and federal laws and regulations (including those relating to privacy and data security) with regards to its use, access and storage of billing data on your behalf.

Following termination or expiration of this agreement or your Billsby account, Billsby will retain a copy of your billing data for a period of thirty (30 days). You acknowledge and agree that you are solely responsible for arranging the transfer of your billing data to another PCI complaint vault prior to any such termination or expiration, and professional services fees may apply for this service.

Term and termination

The term of this agreement (the “term“) starts on the day you first register for, access or use the service and continues until terminated as detailed below. You may terminate this agreement at any time by notifying Billsby that you wish to terminate your account. Billsby may terminate this agreement at any time, for any reason or no reason (including, without limitation, for your breach of this agreement, violation of applicable law, or fraudulent practices or behavior). Upon any termination of this agreement, any amounts owed to Billsby which accrued prior to such termination will become immediately due and payable. Any amounts prepaid to Billsby will not be refundable.

Modification to service

Billsby may change, suspend, or discontinue all or any part of the service at any time, with or without reason (including, without limitation, for any nonpayment of any fees due hereunder). You acknowledge that the operation of the service may from time to time encounter technical or other problems and may not necessarily continue uninterrupted or without technical or other errors and Billsby shall not be responsible to you or others for any such interruptions, errors or problems or an outright discontinuance of the service. Billsby has no obligation to continue producing or releasing new versions of the service.

Service implementation, registration and payment terms

You agree to use the service only through your website or software application that you own and control (the “site“) and we reserve approval authority as to the implementation and use of the service on the site. We may suspend or rate limit the service in the event we find any implementation issues with the site. Such suspension or limitation shall remain in effect until you correct any issues specified by Billsby and a suspension or rate limitation shall not relieve you of your payment obligations under the agreement.

You agree to provide us with current, complete and accurate registration information as prompted by the service registration process and to maintain and properly update such information (“registration data“). You authorize us to obtain credit reports or other background inquiries from time to time to assess your eligibility to continue use of the service. You further agree that, in providing such registration data, you will not knowingly omit or misrepresent any material facts or information and that you will promptly enter corrected or updated registration data via the service, or otherwise advise us promptly in writing of any such changes or updates. You further consent and authorize us to verify your registration data as required for your use of and access to the service. Once you subscribe to the Service, you shall receive a unique user ID and password in connection with your account (collectively referred to herein as “IDs“). You agree that you will not allow another person to use your IDs to access and use the service under any circumstances. You are solely and entirely responsible for maintaining the confidentiality of your IDs and for any charges, damages, liabilities or losses incurred or suffered as a result of you failure to do so. We are not liable for any harm caused by or related to the theft of your IDs, your disclosure of your IDs, or your authorization to allow another person to access and use the service using your IDs. Furthermore, you are solely and entirely responsible for any and all activities that occur under your account including any charges incurred relating to the service. You agree to immediately notify us of any unauthorized use of your account or any other breach of security known to you. You acknowledge that the complete privacy of your data and messages transmitted while using the service cannot be guaranteed.

Billsby will submit your customers’ payment information to the applicable payment gateway and will charge you a fee based on the dollar amount of the transactions processed by the service. Monthly charges for the service will be at the rates set forth by service type and agreed upon by you in the registration process. Unless otherwise specified on the services, any fees which are calculated as a percentage of customer billings shall be calculated based on gross billings (i.e., following the addition of any sales or similar taxes that are applicable to such billings). Such charges may be modified by Billsby upon thirty (30) days prior written notice. Payments reflecting charges for the prior month’s use of the service will be billed by Billsby and deducted from your authorized credit card promptly following the end of each billing month, or shall otherwise be due and payable in accordance with Billsby’s then-current payment policies. Prices established in this agreement, and in any schedule, exhibit or related agreement hereto, are exclusive of taxes and other fees which may be imposed on Billsby or you for the provision or use of the service. You will be responsible for such taxes and other fees. Tax exempt status will be granted to you upon presentation of a satisfactory certificate of exemption. All fees associated with your chosen payment gateway are also separate and not included in Billsby’s fees. Without limiting any remedy available to Billsby, if you fail to pay any fees due hereunder, Billsby may suspend your access to the service.

Billsby is not liable for any losses relating to chargebacks, fraudulent charges, or other actions by you or your customers that are deceptive, fraudulent or otherwise invalid (“fraudulent actions“). By using the service, you hereby release Billsby from any liability arising from fradulent actions. You will also use best efforts to promptly notify Billsby of any fraudulent actions which may affect the service. Billsby reserves the right, in its sole discretion, to terminate your account if you engage in, or permit any other user or customer to engage in, fraudulent actions.

Service use and limitations

We will make reasonable efforts to keep the service operational 24 hours a day / 7 days a week, except for: (i) planned downtime (of which we will use reasonable efforts to provide at least 72 hours prior notice, but in no event fewer than 8 hours prior notice); or (ii) any unavailability caused by circumstances beyond our control, including but not limited to, acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labor problems or Internet service provider failures or delays.

We will be sending information to your payment gateway service provider; however, we make no representation as to the availability of your payment gateway service provider and are not responsible for any downtime or system outage of your payment gateway service provider.

Billsby is a subscription management and billing software service. You acknowledge and agree that: (i) We are not a bank or other chartered depository institution; and (ii) We will not be holding any monies for you or your customers. Accordingly, you agree that we will not be responsible or liable for any amounts related to any credit-card or payment transaction.

You represent, warrant and agree that you will only use the service in compliance with all applicable laws and regulations, and that you will not use the Service to violate, infringe, or misappropriate any intellectual property or other proprietary right of any third party (including, without limitation, any rights of privacy or publicity). In addition, when using or otherwise accessing the Service, you shall at all times comply with Billsby’s then-current Acceptable Use Policy for the Service set forth at https://www.billsby.com/terms/acceptable-use (the “AUP“), which is hereby incorporated into this agreement by this reference.

In addition to the other terms and conditions of this agreement, your use of any sandbox accounts on the service (“sandbox accounts“) shall be subject to the following additional limitations:

  • Billsby reserves the right to impose upper limits on various aspects of sandbox accounts, including without limitation: API requests, subscription creation, account creation, push notifications and transactions.
  • Sandbox accounts which have been inactive for 60 days may be deleted at any time by Billsby, including all data or information stored within them

Third party products

The service may provide you with access to, be integrated with, or contain links or references to, products, services, data, information, sites or other materials which are provided or operated by third parties (collectively, “third party products“). Third party products are not under Billsby’s control, and you acknowledge that Billsby is not responsible or liable for the content, functions, accuracy, legality, appropriateness or any other aspect of such third party products. Any purchase or use of third party products by you shall be subject to the additional terms for such third party products that are specified on within their terms and conditions (“third party terms“). You shall comply with all third party terms, and shall indemnify and hold Billsby harmless from all damages, costs, settlements, attorneys’ fees and expenses arising from or related to your breach of any third party terms. Any provision by Billsby of third party products, and any exchange of data between you and any third-party provider of a third party product, is solely between you and the applicable third party product.

Proprietary rights

The service contains content and technology of Billsby that is protected by copyright, trademark, patent, trade secret and other laws. As between the parties, Billsby owns all intellectual property and other proprietary rights to the service, including but not limited to the design, artwork, logos, functionality, and documentation relating thereto (collectively, the “Billsby property“). You may not: (i) copy, modify, or reverse engineer any part of the service or any Billsby property (except to the extent such restriction is prohibited by applicable law); (ii) rent, sell, lease, distribute, provide on a service bureau basis, or otherwise use the service for the benefit of any third party; or (iii) remove or otherwise alter any proprietary notices or labels from the service or any portion thereof. The names, logos or trademarks of any third party companies and products mentioned on the service (including, without limitation, Billsby partners and partner sites) may be the trademarks of their respective owners.

Subject to the terms and conditions hereof, Billsby hereby grants you a limited, revocable, nonsublicensable license to display the Billsby property (excluding any software code) solely for personal, non-commercial use in connection with viewing the service or other uses which are expressly permitted by Billsby in writing. Notwithstanding such permitted uses and license, you acknowledge that all derivative designs and artwork which utilize the service’s logo or other Billsby property (collectively, “derivative works“) are the sole property of Billsby. No other rights are granted to you with respect to the Billsby Property other than those rights granted explicitly herein, including with respect to any derivative works.

Any text, images, or other audiovisual information posted on the service by a user (collectively, “user content“) shall belong to the user that posted such user content. You may use any user content posted by you in any other way without restriction. You may only use user content posted by others in the ways described in this agreement.

In order to operate the service, Billsby needs the right to make certain uses of your publicly posted user content (for example, you may provide Billsby with user content to enable us to send communications on your behalf to your customers regarding their subscription billing). Therefore, when you post user content on the service, you agree that Billsby may use and make available such user content, solely as reasonably necessary to provide the service to you. By posting user content to the service, you hereby represent and warrant that you have the right to post that user content and to grant the foregoing rights to Billsby. In addition, you agree that Billsby may use your name and logo to identify you as a Billsby customer on its website or in other sales or marketing materials (provided that Billsby will not issue any press release regarding your use of the Service without your prior consent). In addition, you acknowledge that Billsby may (i) internally use (but not disclose) information and data collected by Billsby regarding your use of the service to create aggregated anonymous data (as defined below), and (ii) may freely use and make available aggregated anonymous data. “Aggregated anonymous data” means merchant-level information and data that is in an aggregated, anonymized form, and which can in no way be specifically linked to you or to any of your customers.

Billsby reserves the right to remove any content (including, without limitation, user content) from the service, at its sole discretion.

Billsby respects the intellectual property of others. It may, in appropriate circumstances and at its discretion, disable and/or terminate the accounts of users who repeatedly infringe others’ rights. If you believe that your work has been copied in a way that constitutes copyright infringement, or your intellectual property rights have been otherwise violated, please provide the following information to Billsby’s copyright agent:

  • An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;
  • A description of the copyrighted work or other intellectual property that you claim has been infringed;
  • Description of where the material that you claim is infringing is located on the site;
  • Your address, telephone number, and email address;
  • A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;
  • A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright or intellectual property owner or are authorized to act on the copyright or intellectual property owner’s behalf.

Billsby’s agent for notice of claims of copyright or other intellectual property infringement can be reached as follows:

By email hello@billsby.com

Disclaimer of warranties

You expressly understand and agree that:

  • Your use of the service is at your sole risk
  • The service is provided on an “as is” and “as available” basis
  • Billsby and its subsidaries, affiliates, officers, empoyees, agents, partners and licensors expressly disclaim all warranties of any kind, whether express or implied, including, but not limited to the implied warranties of merchantability, fitness for a particular purpose and non-infringement

Billsby makes no warranty that:

  • The service will meet your requirements or expectations
  • That your access to or use of the service will be uninterrupted, timely, secure or error free
  • That any defects in the service will be corrected
  • That the service or any server through which you access the service is free of viruses or other harmful components

You understand that in using the service, sensitive information will travel through third party infrastructures which are not under Billsby’s control (such as third party servers). Billsby makes no warranty with respect to the security of such third party infrastructures.

Any material downloaded or otherwise obtained through the use of the service is at your own discretion and risk, and you will be solely responsible for any damage to your computer system or loss of data that results from the download of any such material.

No advice or information, whether oral or written, obtained by you from Billsby or through or from the service shall create any warranty not expressly stated in this agreement.

Indemnification

Billsby shall defend, indemnify and hold you harmless from any amounts paid or due to unaffiliated third parties (including reasonable attorney’s fees) which result from a third party claim that the service infringes any United States patent, copyright, or trademark, or misappropriates any trade secret, provided that you provide Billsby with (a) prompt written notice of such claim, (b) the option to assume sole control over the defense and settlement of such claim, and (c) reasonable assistance in connection with such defense and settlement (at Billsby’s expense). Without limiting the foregoing, Billsby will not be responsible for any settlement it does not approve. The foregoing obligations do not apply with respect to the service or portions or components thereof to the extent (i) not created by Billsby, (ii) made in whole or in part in accordance to your specifications, (iii) modified after delivery by Billsby, (iv) combined with other products, services, processes or materials where the alleged infringement relates to such combination, (v) where you continues allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement, or (vi) where your use of the Service is not strictly in accordance with this Agreement. You will indemnify and hold Billsby harmless from all damages, costs, settlements, attorneys’ fees and expenses arising from or related to the exclusions set forth in the preceding sentence.

Limitation of liability

Except for any indemnification obligations of the parties set out herein, to the fullest extent permitted by applicable law, under no circumstances shall either party be liable to the other party on account of any claim (whether based upon principles of contract, warranty, negligence or other tort, breach of any statutory duty, the failure of any limited remedy to achieve its essential purpose, or otherwise) for (i) any special, consequential, incidental or exemplary damages, including but not limited to lost profits, even if the party has been advised of the possibility of such damages or, (ii) any amount in excess (in the aggregate) of the fees paid (or payable) by you under this agreement during the twelve (12) month period immediately preceding any claim. Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the above limitations may not apply to you.

Miscellaneous

  • This agreement (including the privacy policy and AUP) constitutes the entire agreement between you and Billsby and supersedes any and all previous agreements, written or oral, between you and Billsby, including previous versions of this Agreement.
  • Billsby may assign these terms of service in whole or part at any time.
  • Any notice required or permitted in this agreement shall be sent via email (and shall be deemed to have been duly given upon receipt), (i) if to company, at hello@billsby.com, or (ii) if to you, at the email address that you provide when registering your account. Either party may update its email address for notice purposes via a notice delivered in accordance with this paragraph.
  • Neither party may assign or transfer its rights or obligations under this agreement without the other party’s prior written consent; provided that either party may assign or transfer all of its rights and obligations under this agreement without such consent to a successor-in-interest to all or substantially all of such party’s assets, business or equity interests relating to this agreement (whether effected by merger, acquisition, sale of assets, change of control, or otherwise). Billsby may subcontract its obligations hereunder (provided that Billsby shall at all times remain fully responsible for the performance of any subcontractor).
  • This Agreement and the relationship between you and Billsby shall be governed by the laws of the State of Delaware without regard to its conflict of law provisions. You and Billsby agree to submit to the personal and exclusive jurisdiction of the courts located within the county of Kent County, Delaware.
  • The provisions of this agreement are intended for the benefit of, and are enforceable solely by, the parties hereto, and nothing in this agreement shall be construed as giving any other person any right, remedy or claim under or in respect of this agreement or any provision hereof.
  • The parties shall be independent contractors under this agreement, and nothing herein shall constitute either party as the employer, employee, agent or representative of the other party, or both parties as joint venturers or partners for any purpose.
  • Any failure of Billsby to enforce or exercise a right provided in these terms is not a waiver of that right.
  • Should any provision of these terms be found invalid or unenforceable, such provision shall be limited or deleted to the minimum extent necessary so that this agreement shall otherwise remain in full force and effect and enforceable.
  • You and Billsby both agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the service, agreementprivacy policy or AUP must be filed within ONE (1) YEAR after such claim or cause of action arose or be forever barred.
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