Effective Date: 03, 07, 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”); and (2) 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 Sync integration, the Bill.com websites (“Website”), 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. This Agreement includes and You are consenting to:
- Service Schedules to these Terms.
- Bill.com’s Privacy Notice.
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:
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.
2. 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, and where You are located.
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 ; (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.
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.
3. 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.
4. 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.
5. 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.
Not a “Business Associate” under HIPAA. You acknowledge and agree that Bill.com is not, and will not at any time be, a “business associate” of any user 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. 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, We may delete the ePHI without any liability or notice to You, and You agree to pay any costs or fees associated with that ePHI deletion.
6. Rights You Grant 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, 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 contacting Divvy customer support of Divvy Customer Success Managers.
Right to Contact You. As permitted by law, Your use of or interaction with the Service provides Your consent to receive informational calls and text messages from Bill.com at any telephone number provided to Us in connection with Your Bill.com account. We may place these calls or texts for any purpose consistent with this Agreement or Our Privacy Notice, including to notify You regarding Your account, help You with Your Bill.com account, or 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 Divvy customer support of Divvy Customer Success Managers.
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.
7. 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.
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 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.
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.
8. 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 Divvy customer support of Divvy Customer Success Managers. Bill.com reserves the right to require up to 60 days’ prior notice of cancelation or User deactivation.
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 as required or permitted by law, this Agreement or Our Privacy Notice.
9. 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.
10. 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.
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.
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.
11. 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.
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.
13. 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 13 cannot be enforced, You agree that the exclusive jurisdiction and venue described in Section 14 will govern any action arising out of or related to this Agreement.
Exceptions to Agreement to Arbitrate. Notwithstanding any other provision of Section 13, 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.
14. 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 13, 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.
15. 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.
16. Updates and Changes to This Agreement
Bill.com reserves the right to modify or change this Agreement, 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.