These 123Bill (r) Terms of Use ("Terms of Use") explain a contractual agreement between you ("you", "your"), on one hand, and 123Bill, Inc. the party who offers the 123Bill service (referred to as "123Bill", "we", "us", "our") on the other hand, regarding your use of this web site ("123Bill web site") and access to your 123Bill account information through the 123Bill web site. You should print a copy of these Terms of Use for your records. Please note, however, that these Terms of Use may be updated and amended by us from time to time as provided herein.
USERS OF THE 123BILL WEBSITE
There are different types of users of the 123Bill web site:
"Visitors" are only able to review general information about the 123Bill service and cannot access "Customer" areas of the 123Bill web site. Visitors are bound by these Terms of Use by visiting the 123Bill web site.
"Customers" are 123Bill customers, who, after registering with 123Bill, are provided with access to their 123Bill account information through the 123Bill web site. In order to use the 123Bill web site as a Customer, you must acknowledge agreement with these Terms of Use as part of the 123Bill registration process. If you choose not to register as a Customer and remain only a Visitor, your use of this web site constitutes your automatic agreement to the applicable provisions in these Terms of Use. If you have any questions about these Terms of Use, please contact us at 1-866-BILL-123 (1-866-245-5123) or use the email form under the "help" area of the web site.
THE FOLLOWING PROVISIONS APPLY TO CUSTOMERS ONLY:
1) Account Information
Customers are permitted to access certain data, information and services concerning their 123Bill account (the "Account Information") through the 123Bill web site. Access to your Account Information is provided for your personal, noncommercial use only and you agree not to publish, broadcast, retransmit or commercially exploit any Account Information so provided. The terms and conditions for your 123Bill account can be found at http://www.123bill.com.
2) User ID And Passwords
Your access to the Account Information requires use of a unique user ID and password which must be maintained as confidential and must not be distributed or disclosed to third parties. It is your responsibility to notify us if you need to change or discontinue your user ID and password and you may do so by contacting us at 1-866-BILL-123 (1-866-245-5123). You may change your password through this web site. You agree to immediately notify us if there is any unauthorized use of, discrepancy involving or any suspicious or unexplained occurrence relating to your user ID, password or Account Information.
3) Applicable Fees
We currently do not charge any fees for access to the Account Information or other services provided through the 123Bill web site; however we reserve the right to do so in the future. You will be notified of any such fee implementation in advance.
THE REMAINING PROVISIONS APPLY TO BOTH VISITORS AND CUSTOMERS:
1) Change To Terms
We reserve the right, at our discretion, to change, modify, add, or remove portions of these Terms of Use at any time. Please check these Terms of Use periodically for changes. Your continued use of this web site after the posting of changes to these Terms of Use will mean you agree to abide by those changes. Furthermore, your use of the 123Bill web site signifies your agreement to both our Consumer Privacy Policy and our Security Statement, which may also change from time to time. Any amendment to these Terms of Use by a Visitor or a Customer must be agreed to by Customer and 123Bill, Inc. in writing.
2) Ownership
The 123Bill web site, and all intellectual property rights included in or associated with the 123Bill web site (including but not limited to patents, copyrights, trademarks and service marks), are owned or licensed by us, and all right, title and interest in and to the 123Bill web site remains with 123Bill. Except as ordinarily occurs when a web site is downloaded to your computer in the normal course of browsing such web site, material from the 123Bill web site may not be copied, distributed, re-published, uploaded, posted, modified, reverse engineered, or transmitted in any way, without the prior written consent of 123Bill. Certain content on the 123Bill web site may be licensed from third parties and all such third party content and intellectual property rights related to such content belong to the respective third parties. You may not remove any copyright, trademark or other intellectual property or proprietary notice or legend contained on the 123Bill web site or its content.
3) Submissions
Except as noted in the Consumer Privacy Policy, all remarks, suggestions, ideas, graphics, or other information communicated to us (collectively known as a "Submission") will become and remain the property of 123Bill. 123Bill will not be required to treat any Submission as confidential (except as noted in the Consumer Privacy Policy). Without limitation, 123Bill will have exclusive ownership of all present and future existing rights to the Submission. 123Bill will be entitled to use the Submission for any commercial or other purpose whatsoever without compensation to you or any other person sending the Submission. You acknowledge that you are responsible for whatever material you submit, and you have full responsibility for such Submissions
4) Disclaimer of Warranties
The material in this site could include technical inaccuracies or typographical errors. 123Bill may make changes or improvements at any time to correct these errors and inaccuracies. YOU USE THE 123BILL WEB SITE AT YOUR OWN RISK. WE PROVIDE THE 123BILL WEB SITE AND OUR SERVICES "AS IS", WHERE IS, WITH ALL FAULTS AND WITHOUT ANY WARRANTY OR CONDITION OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY. THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORTS IS WITH YOU. WE SPECIFICALLY DISCLAIM THE IMPLIED WARRANTIES OF FITNESS FOR PARTICULAR PURPOSE, MERCHANTABILITY, QUALITY, ACCURACY OR TITLE. FURTHERMORE, THERE IS NO WARRANTY AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF THE WEB SITE OR AGAINST INFRINGEMENT. 123Bill also does not guarantee uninterrupted or secure access to the 123Bill web site, that defects will be corrected, or that the 123Bill web site or the servers that make it available are free of viruses or other harmful components. You (and not 123Bill) assume the entire cost of all necessary servicing, repair, or correction resulting from your access of the 123Bill web site.
5) Limitation Of Liability
In the event that you have a dispute with one or more other users of the 123Bill web site, you release us (and our agents and employees) from claims, demands and damages (actual, consequential and punitive) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with the 123Bill web site or any such disputes. You waive the provisions of any state law limiting or prohibiting a general release.
The 123Bill web site may be unavailable due to maintenance or other factors and we will have no liability for any such unavailability. We will also not have any liability for any loss of data, degraded data or errors in data resulting from non-deliveries, mis-deliveries or service interruptions caused by us, any third party acts or any other web host provider or the Internet infrastructure and network external to the 123Bill web site.
IN NO EVENT SHALL 123Bill, Inc. BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES, OR FOR ANY LOSS OF PROFITS OR REVENUE, REGARDLESS OF WHETHER WE KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES, AND IN NO EVENT SHALL OUR TOTAL CUMULATIVE LIABILITY UNDER THIS AGREEMENT EXCEED $500.
Some jurisdictions do not allow excluding or limiting implied warranties or limiting liability for incidental or consequential damages, and some jurisdictions have special statutory consumer protection provisions that may supersede the foregoing limitations. As a result, this limitation of liability may not apply to you if prohibited by law.
The limitations of liability provided in these Terms of Use inure to the benefit of 123Bill, our affiliates and to all of our respective officers, directors, employees, attorneys and agents.
No agency, partnership, joint venture, employee-employer or franchisor-franchisee relationship is intended or created by these Terms of Use between you and 123Bill. These Terms of Use are an agreement between you and us and are not intended to be for the benefit of any third party. We are a site providing general information about the 123Bill service and in the case of Customers, providing specific 123Bill account information to such Customers.
6) Termination
123Bill may, in its sole discretion and at any time, discontinue the 123Bill web site, either in part or in whole, with or without notice. You agree that any termination of your access to the 123Bill web site may be affected without prior notice, and you agree that 123Bill shall not be liable to you or any third-party for any such termination.
7) Prohibited Activities
You may not use any device, software or routine, including but not limited to any viruses, trojan horses, worms, time bombs or cancelbots, intended to damage or interfere with the proper working of the 123Bill web site or to surreptitiously intercept or expropriate any system, data or personal information from the 123Bill web site. You may not take any action that imposes an unreasonable or disproportionately large load on our infrastructure, including but not limited to denial of service attacks, "spam" or any other such unsolicited overload technique.
8) Linking and Third Party Content
Unless you have an agreement in effect with us which states otherwise, hypertext links to the 123Bill web site are governed by the following requirements. The link must be a text-only link clearly marked "123Bill" or "www.123bill.com." The link must "point" to the URL "http://www.123bill.com" and not to other pages within the 123Bill web site. The link, when activated by a user, must display the 123Bill web site full-screen and not within a "frame" on the linking web site. The appearance, position and other aspects of the link must not be such as to damage or dilute the goodwill associated with our name and trademarks or create the false appearance we are associated with or sponsor the linking web site. You may not use any trademark, service mark or logo of 123Bill as a part of any such link without our express consent. We reserve the right to revoke our consent to any link at any time in our sole discretion.
The 123Bill web site may contain links to third-party web sites not under the control or operation of 123Bill. We provide any such links only as a convenience and do not endorse and are not responsible for the contents of any linked site or any link contained in a linked site. The 123Bill web site may contain news and information published by various third party providers, including national securities exchanges and associations. Use of any third party content may be conditioned upon terms and conditions as provided, from time to time, by such third party providers.
9) Laws and Regulations
You must comply with all applicable laws, statutes, ordinances and regulations regarding: (i) use of the 123Bill web site and (ii) release of information to and retrieval of information from the 123Bill web site. To the extent that any applicable taxes apply to your use of the 123Bill web site, you are responsible for the payment of such taxes.
10) Indemnification
We reserve the right to report any wrongdoing, if and when we become aware of it, to any applicable government agencies. You agree to indemnify, defend and hold us harmless from and against any and all claims, demands, actions, costs, liabilities, losses and damages of any kind (including attorneys' fees) resulting from: (i) your use of the 123Bill web site; (ii) your breach of any provision of these Terms of Use; (iii) the illegality, reliability, appropriateness, originality or copyright of any Submission; and/or (iv) any intentional wrongdoing by you. Any such indemnification shall be conditioned on our: (a) notifying you in writing of any such claim, demand, action, cost, liability, loss or threat of any thereof; (b) cooperating with you in the defense or settlement thereof; and (c) allowing you to control such defense or settlement. We shall be entitled to participate in such defense at our own cost and expense.
11) Assignment
You will not have the right to assign or transfer your rights under these Terms of Use to any other person or entity without our prior written consent, which consent may be withheld for any reason or no reason. Furthermore, you acknowledge and agree that your access to and use of the 123Bill web site may not be sublicensed or otherwise transferred voluntarily or by operation of law to any third party. Any attempted assignment, license, sublicense or transfer by you, whether voluntary or involuntary, is void and grounds for termination of your rights under these Terms of Use.
12) Miscellaneous
Headings are for reference purposes only. The failure of 123Bill to exercise or enforce any right or provision of the Terms of Use shall not constitute a waiver of such right or provision. You recognize that, although the Internet can be accessed from anywhere in the world, the 123Bill web site is located in the State of Michigan, United States of America, and that when you access this web site, you are doing so in the State of Michigan, United States of America. These Terms of Use shall be governed by and construed in accordance with the internal substantive laws of the State of Michigan without giving effect to any principles of conflicts of law and the federal laws of the United States of America. YOU AGREE THAT ANY ACTION BROUGHT BY YOU, AT LAW OR IN EQUITY, ARISING OUT OF OR RELATING TO THESE TERMS OF USE OR THE 123BILL WEB SITE SHALL BE FILED ONLY IN THE STATE OR FEDERAL COURTS IN AND FOR [SOUTHFIELD, MICHIGAN] AND YOU HEREBY CONSENT AND SUBMIT TO THE PERSONAL JURISDICTION OF SUCH COURTS FOR THE PURPOSES OF LITIGATING ANY ACTION BROUGHT BY EITHER OF US IN SUCH COURTS. If any provision of these Terms of Use shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these Terms of Use and shall not affect the validity and enforceability of any remaining provisions. Recognizing the global nature of the Internet, you agree to comply with all local rules regarding online conduct and acceptable materials. Specifically, you agree to comply with all applicable laws regarding the transmission of technical or other data exported from the United States or the country in which you reside. These Terms of Use, and any web pages or other documents incorporated by reference, set forth the entire understanding and agreement between us with respect to the subject matter hereof.
BY USING THE 123BILL WEB SITE AND/OR ACKNOWLEDGING ACCEPTANCE OF THESE TERMS OF USE ON THE CUSTOMER REGISTRATION SCREEN(S) YOU ACCEPT AND AGREE TO THESE TERMS OF USE.
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