Terms & Conditions
Standard Terms and Conditions
These Standard Terms and Conditions (or “Standard Terms”) constitute a legal agreement between billups LLC (“billups,” “us” or “we”)and you as a Client, Vendor, or other party (in each case, “you”) to one or more written agreement(s) with billups (e.g., Client Authorization, Client Master Services Agreement, or Vendor Authorization; each an “Agreement”)to receive one or more services or products from billups (collectively, our “Services”).These Standard Terms govern your access to and use of the Services set forth in the applicable Agreement(s). Additional separate terms may apply to some of the Services, each of which will be governed by these Standard Terms. You and billups maybe referenced herein each as a “Party” or together as the “Parties.”References to these Standard Terms herein also include any Agreement(s) with billups to which you are a party. These Standard Terms contain important information regarding your legal rights, remedies, and obligations with respect to your use of the Services. Please read them carefully.
THESE STANDARD TERMS INCLUDE A CLASS ACTION WAIVER AND AN ARBITRATION PROVISION THAT GOVERNS ANY DISPUTES BETWEEN YOU AND BILLUPS WITH RESPECT TO THE SERVICES.
Questions? Our service team is available to assist you between 9:00 am and 5:00 pm PST on days we are open for business by email at support@billups.com.
1. Standard Terms Acceptance. To use the Services in any manner, you must agree to be unconditionally bound by these Standard Terms and you must be of legal age and capacity to form a binding contract with billups. You must comply with these Standard Terms in their entirety and with any directions provided to you by billups in relation to the Services. If you are accessing the Services on behalf of a company or other legal entity, you represent and agree that you are authorized to act on behalf of such entity and to bind such entity to these Standard Terms. You accept these Standard Terms by signing, clicking to accept or agree or other wise executing a contract for Services with billups or by using such Services in any manner. These Standard Terms will remain in effect as long as you use the Services in any manner. If you are a Client, you agree to these Standard Terms on behalf of yourself as the Client and your advertiser clients to which you act as an authorized agent, if applicable.
2. Services. billups offers a suite of services and technology products to support advertisers, agencies, inventory-holders, and vendors within the out-of-home advertising (“OOH”) industry. billups and you hereby agree to the exchange of Services for consideration as specified in the applicable Agreement(s) executed by the Parties and incorporated herein by reference, and pursuant to these Standard Terms. If you are a Client, billups has the right to determine the method, details, and means of performing the Services for you. In the event of a conflict between these Standard Terms and an executed Agreement, these Standard Terms shall be controlled by such other written agreement only to the extent expressly stated in such other written agreement and these Standard Terms shall govern in all other respects.
3. Invoices. Pursuant to the Agreement, the Party issuing invoices under the Agreement (“Payee”) will issue monthly invoices to the Party paying for Services (“Payor”) for all fees or other costs incurred during the preceding month (“Fees”) in accordance with industry standards with respect to applicable cycles, which, in the aggregate, will add up to the full amount of Fees set forth in the applicable Agreement(s). All amounts will be stated in USD, unless otherwise agreed in writing by the Parites. Payment is due within thirty (30) days of your receipt of an invoice. The Payor will communicate to the Payee within ten (10) business days if there are any issues that are likely to affect your timely payment of Fees.
4. Payments to billups. If the Payee is billups, you agree to use a valid payment method (credit or debit card, or a bank account for ACH transactions) for all payments and you expressly authorize billups to charge its payment method for the applicable Fees, along with any sales or use taxes, at the time such Fees are due. You represent and warrant that the payment information provided to billups is correct and accurate and you are using a payment method that you are legally authorized to use for this purpose. You agree that you are solely liable for any payment or credit card fraud, abuse, or unauthorized use by you or others. In the event of non payment or late payment, you shall be liable for and pay billups interest charges on such delinquent amount at one and one-half percent (1.5%) per month or eighteen percent (18%) per annum (or such lesser rate permitted by law), commencing with such due date and ending upon the payment of such delinquent amount and accrued interest thereon. billups may suspend or terminate Services due to non payment or repeated late payment of undisputed Fees after giving you written notice setting forth the details of any such payment issues and thirty (30) days to cure any such issues. You acknowledge and agree that billups shall not be deemed to be in breach of its own obligations under this Agreement by reason of withholding Services during a period of non-payment by you, provided that such benefits are reinstated and furnished to you promptly following billups’ receipt of full payment. If your unpaid fees are referred to an attorney or collections agency, you shall pay all reasonable attorney’s fees or collections agency fees. You understand that, in connection with providing services, billups may receive or be entitled to participate in receiving (for example, but not limited to) risk-based discounts, performance-based credits, and financial orother forms of benefits and you acknowledge and agree that you have no objection to billups receiving such benefits.
5. Compliance with Applicable Laws. You represent and warrant that you will engage in activities related to the Agreement in compliance with all applicable laws, statute, rules, and regulations (“Applicable Laws”),including without limitation all Applicable Laws and regulations governing privacy, data security, intellectual property rights, and laws and regulations relating to anti-bribery and corruption. Without limiting the foregoing, you are expressly prohibited from using the Services or performing the Agreement in any manner that may result in a violation of any individual’s legal rights (including without limitation the right to privacy), the endangerment of human life, or in any manner that relates to terrorism, harassment, or any unlawful activities.
6. Privacy. Any personal information you provide to billups related to your use of the Services is governed by our Privacy Policy available at https://billups.com/privacy-policy/.
7. Confidential Information. The Parties agree that a Party may receive information relating to the other Party that is not generally known or that is of a proprietary nature, including but not limited to trade secrets, communications between the Parties that are not otherwise publicly available(including without limitation these Standard Terms and all Agreements),creative content, media plans, OOH locations, contracts, rates, performance data, information which is either marked or designated as confidential or proprietary, or information that should be reasonably understood to be treated as confidential (collectively, “ConfidentialInformation”). Each Party agrees not to disclose any ConfidentialInformation except for the purpose of meeting its obligations under theseStandard Terms and will not use Confidential Information for any other purpose whatsoever. Confidential Information shall not include any information that is(i) non-your sensitive information, such as software packages used, system configurations, number of users, and pricing, (ii) generally known or available to the public; (iii) already known at the time of receiving the Confidential Information through no wrongful act of the other Party; (iv) furnished by a third party with the right to do so; or (v) independently developed. If either Party is required to disclose Confidential Information relating to the other Party to a court or government agency, it shall, prior to disclosure, as soon as practicable, notify the other Party and allow it an adequate opportunity to object to the disclosure order or take other action to preserve the confidentiality of the information. The confidentiality obligations set forth herein shall survive the expiration or earlier termination of these Standard Terms.
8. Proprietary Rights. Except as otherwise expressly provided in the Agreement, the Parties agree that billups owns, and shall at all times retain, all right, title, and interest in and to the Services and all contents and applications thereof (collectively, “Billups IP”), which includes without limitation (i) all Billups Technology (defined in Section 9 herein) and all tools, software, code, concepts, analytics, and patented inventions that billups has created or implemented to develop and provide Billups Technology; (ii) all intellectual property contained in Billups Technology, including without limitation all ideas, logos, copyrights, trademarks, or other information;(iii) any data or other information derived or produced from your use of Billups Technology, including without limitation all data collected or processed by Billups relating to OOH or user media campaigns; and (iv) any enhancements, improvements, or modifications of Billups Technology by any party or any feedback you provide regarding the Services; and (v) know-how, methods, designs, documents, templates developed by or for billups by any party or in any manner. Billups IP may contain licensed materials, and our licensors may act to protect their rights. All trademarks are the property of their respective owners. You hereby acknowledge billups’ ownership and intellectual property rights to Billups IP, and you agree to not take any action to interfere in any manner with billups or our suppliers’ or licensors’ ownership of or rights with respect thereto. You acknowledge and agree that the Agreement does not grant you any title or right of ownership in or to Billups IP. You agree to use the Billups IP only as permitted herein. You shall not, at any time, take or cause any action that would be inconsistent with or tend to impair the rights of billups or its licensors.
9. Billups Technology. billups, in its sole discretion, may provide access to its software platform(s) or other technology products or services, including without limitation Billups Discovery or Billups Analytics, or share certain data with other parties regarding consumers of advertising or other matters (“BillupsTechnology”). Parties agree to adhere to any and all applicable terms and conditions when using Billups Technology. billups does not represent or endorse the quality, accuracy, or reliability of any shared data or information contained in BillupsTechnology. BILLUPS TECHNOLOGY AND ALL DATA IS PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ORNON-INFRINGEMENT. YOU HEREBY ACKNOWLEDGE THAT USE OF THE DATA PROVIDED IN BILLUPS TECHNOLOGY IS AT YOUR OWN RISK.
10. Your Data. Data transmitted or otherwise disclosed by you to billups, including Confidential Information, is “Your Data.” You hereby grant billups and its affiliates a nonexclusive, worldwide, royalty-free, fully paid, transferable license to host, cache, record, copy, view, and display Your Data for: (i) internal use by billups and its affiliates for the purpose of providing the Services to you; (ii)any purpose related to the billing, activation, provision, maintenance, upgrades, updates, deactivation and/or use of the Services and/or related products and/or services; (iii) any purposes permitted by any Applicable Law. You are solely responsible for your customers’ and other end users’ (each a “YourEnd User”) (a) use of the Services; (b) accuracy, quality and legality of Your Data and the means by which Your Data is acquired or used; (c) commercially reasonable efforts to prevent unauthorized access to or use of the Services or Your Data, and notifying billups promptly of any such unauthorized access or use; and (d) use of the Services only in accordance with your license for use and applicable laws and regulations. You agree to not use the Services for processing: (x) personal information (except for contact information for Your End Users); (y) credit card, bank account, or other sensitive financial account information; or (z) data that is classified on the U.S. Munitions list or governed by the International Traffic in Arms Regulations (each of the foregoing, “Prohibited Data”). You shall not, and shall not permit any person or entity to, provide any Prohibited Data via the Services. You are solely responsible for ensuring that none of Your Data constitutes or contains any Prohibited Data. billups will endeavor to safeguard your advertising materials in its possession, if any, but billups will not be responsible should materials be lost, damaged, or destroyed while in possession of billups or a third party appointed by billups.
11. Insurance. Without limiting or diminishing your obligation to indemnify or hold billups harmless as set forth herein, you shall procure and maintain or cause to be maintained, at your sole cost and expense, the following insurance coverages with a company or companies who shall have at least an A-VII Best’s rating during the Term and for no less than two years thereafter: (i)Commercial General Liability insurance coverage, including but not limited to, which includes advertising liability insurance, with a minimum of One Million United States Dollars ($1,000,000.00 USD) per occurrence, Two Million United States Dollars ($2,000,000.00 USD) in the aggregate; (ii) workers’ compensation insurance (including employer’s liability coverage) as is required by Law. You shall also provide media liability/errors and omissions liability insurance with a minimum limit of Five Million Dollars ($5,000,000.00 USD) per occurrence; (iii) cyber liability insurance, data privacy insurance, or similar insurance that protects against all risks associated with a network security incident or failure, privacy law violation, and data security breach covering claims which may arise from or out of the performance of the Agreement with a per claim policy limit of not less than One Million U.S. Dollars ($1,000,000) and an aggregate policy limit of not less than the Two Million U.S. Dollars ($2,000,000) or an amount equal to ten percent (10%) of your annual revenue, whichever is greater. All policies should include “billups and their members, owners, and partners, and all of their respective parent, subsidiary and affiliated entities, whether direct or indirect, and all officers, directors, trustees, shareholders, licensees(including cable networks and cable systems), designees, managers, employees, agents, successors and assigns of any of the foregoing as may have existed, may now exist, or hereafter exist” as additional insureds. All policies must be primary and non-contributory and contain a waiver of subrogation in favor of the additional insureds. A certificate of insurance certifying the existence of such insurance shall be furnished to billups prior to billups’ delivery of any benefits hereunder. The policies will not be materially altered to affect said certificate or cancelled without thirty (30)days prior written notice to billups. The Parties acknowledge and agree that the insurance requirements set forth herein are independent of and shall not be affected by nor affect the scope or validity of the indemnity provisions contained in these Standard Terms.
12. Representations and Warranties. Each Party represents and warrants as follows: (i) it has the full corporate right, power and authority to enter into these Standard Terms and the Agreement and to exercise its rights; (ii) it has insurance coverage appropriate for its industry and that the other Party is and will be named as additional insured on such coverage; (iii) it shall perform these Standard Terms in compliance with Applicable laws; (iv) it is an Equal Opportunity Employer; and (v) the execution, delivery and performance of these Standard Terms and theAgreement(s) have been duly authorized by all necessary action of the respective person or entity and that the person so executing on its behalf has the full power and capacity to bind such entity. The Parties acknowledge that any breach of this Section 11 shall constitute a material breach of theseStandard Terms. Each Party represents and warrants that it shall perform obligations hereunder in accordance with all applicable laws, rules, regulations and the Agreement.
13. Disclaimer of Warranties. Except for the express representations and warranties provided in THE AGREEMENT, BILLUPS SERVICES ARE provided “as is,” “where is” and “as available,” and Billups disclaims all warranties, either express or implied, including without limitation any implied warranties of merchantability, fitness for a particular purpose, or non-infringement of THIRD-PARTY rights, to the fullest extent permitted by applicable laws. Billups DOES NOT WARRANT THAT THE SERVICES OR USE THERE OF BY YOU WILL MEET ALL OF YOUR REQUIREMENTS OR THAT ITS OPERATIONS WILLBE UNINTERRUPTED OR ERROR-FREE, OR THAT ANY DEFECT WITHIN THE SERVICES WILL BE CORRECTED. NO ORAL OR WRITTEN INFORMATION, REPRESENTATION, OR ADVICE GIVEN BY BILLUPS SHALL CREATE A WARRANTY WITOUT A WRITING SIGNED BY BILLUPS REFLECTING THE CREATION OF SUCH WARRANTY. Without limiting the generality of the foregoing, you agree that: (i) billups makes no representations that your use of the Services complies with Applicable Laws; (ii) you are solely responsible for notifying billups if its use of the Services violates any Applicable Laws or rule of your locality; (iii) use of theServices from jurisdictions where such access is illegal is prohibited and billups is not responsible for any violation of Applicable Laws in relation to your use of the Services; (iv) billups makes no guarantees and does not warrant that the Services will be free of viruses or other harmful components;(v) billups is not responsible for any delays, failures, or other damages that result from issues with the Services; (vi) you use the Services at your own risk; and (vii) you acknowledge and agree to assume the entire risk associated with its use of the Services. Nothing in these Standard Terms shall affect an individual’s statutory consumer rights, as applicable.
14. Indemnification. You shall defend, indemnify, and hold harmless billups, and its members, owners, and partners, and all of its respective parent, subsidiary and affiliated entities, whether direct or indirect, and all officers, directors, trustees, shareholders, licensees (including cable networks and cable systems),designees, managers, employees, agents, successors and assigns of any of the foregoing as may have existed, may now exist, or hereafter exist (collectively, “Indemnitees”), from and against any and all third-party claims, damages, liabilities, costs, demands, and expenses (including reasonable attorneys’ fees and disbursements)(collectively, “Claims”) arising out of (i) use or misuse of the Services by you; (ii) any actual or alleged breach by you of any of the warranties, representations terms, covenants or conditions contained in these Standard Terms; (iii) any act or omission to act by you, your officers, employees, contractors, subcontractors, or agents, in any way related to the subject matter hereof; (iv) any permitted use of your name, trademarks, service marks, copyrights, slogans and/or logos by billups in connection with these StandardTerms; (v) any permitted use of materials supplied or provided by or on your behalf in connection with these Standard Terms; (vi) any consumer claims or complaints relating to your products or services; or (vii) any damage to persons or property resulting from your negligent or willful acts in the installation, servicing, or removal of advertising copy on the locations pursuant to the Agreement. The parties acknowledge that billups shall control the defense of any Claims brought against Billups Indemnitees. The provisions of this Section 13 shall survive any expiration or termination of these Standard Terms and the Agreement(s).
15. Limitation of Liability. EXCEPT AS OTHERWISE PROVIDED IN AN APPLICABLE AGREEMENT AND EXCEPT FOR A PARTY’S INDEMNIFICATION OBLIGATIONS,PERSONAL INJURY, PROPERTY DAMAGE, FRAUD, WILLFUL OR INTENTIONAL MISCONDUCT OR GROSS NEGLIGENCE, (I) IN NO EVENT WILL A PARTY BE LIABLE TO THE OTHER PARTY FORANY SPECIAL, INDIRECT, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT, REGARDLESS OF THE FORM OF ACTION OR BASIS OF THE CLAIM AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF ANY RIGHT OR REMEDY DOES OR IS ALLEGED TO FAIL OF ITS ESSENTIAL PURPOSE AND (II) THE LIABILITY OF EITHER PARTY OR ITS INDEMNITEES, WHETHER IN CONTRACT OR TORT (INCLUDING NEGLIGENCE), FOR BREACH OF STATUTORY DUTY OR OTHERWISE ARISING UNDER OR IN CONNECTION WITH THESE STANDARD TERMS ORANY AGREEMENT HERETO, SHALL NOT EXCEED THE AMOUNT PAID BY YOU UNDER THE APPLICABLE AGREEMENT DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE INCIDENT GIVING RISE TO SUCH CLAIM. NOTHING HEREIN LIMITS OR EXCLUDES EITHER PARTY’S LIABILITY (A) WHICH CANNOT BE LEGALLY LIMITED OR EXCLUDED BY LAW OR (B)FOR DEATH OR PERSONAL INJURY ARISING OUT OF ITS NEGLIGENCE, OR THAT OF ITS PERSONNEL.
16. Your Acts or Omissions. billups shall have no responsibility or liability with respect to, and you shall solely be responsible and liable for, any breach of these Standard Terms and/or the Agreement as well as any loss, expense, damage, cost, or liability associated therewith, to the extent caused by or resulting from any act or omission of you or Your End Users, employees, contractors (excluding billups), or agents, including without limitation: (i) their loss of control of any device; (ii) their failure to maintain the confidentiality of their log-in credentials; (iii) their transmission of data via methods that are not secure; (iv) any vulnerability in their environment, systems, hardware, software, or physical or administrative security safeguards or procedures; (v) their use of the Services in violation of these Standard Terms or any license; (vi) their failure to obtain adequate release(s), waiver(s), or legally or contractually required consent; or (vii) your failure to maintain hardware and software that are compatible with any updated or security patches released and implemented by billups.
17.Remedies. You acknowledge that your breach of theseStandard Terms or any Agreement may cause irreparable harm to billups for which monetary damages would be an inadequate remedy and for which injunctive relief is an appropriate remedy, in addition to any other remedy available to billups.The Parties agree that the prevailingParty shall be entitled to collect its reasonable outside attorneys’ fees, expert fees, costs, and disbursements.
18. Governing Law. These Standard Terms and theAgreement(s) shall be governed by and construed in accordance with the laws of the State of New York. Exclusive jurisdiction for any action arising out of or in conjunction with these Standard Terms shall be in the courts of the State ofNew York. Notwithstanding the foregoing, billups shall be entitled to bring action before the court of any jurisdiction wherein you have an office.
19. FCPA. Each Party represents and warrants on behalf of such Party and its Indemnitees that it will comply with any applicable anti-corruption laws(s) including the U.S.Foreign Corrupt Practices of 1977 (FCPA). A Party will not offer, make any payment, or carry out any act under this contract if it considers in good faith that said offer, payment, or act could be in violation of anti-corruption laws.A Party will not, directly or indirectly pay, offer, promise or authorize payment of money, or anything of value for the benefit of any person, including but not limited to a government official, with the intent to influence an actor decision of such person, or cause such person to do or omit an act in breach of his or her duty under the law, or cause such person to influence an act or decision of another person or entity in order to obtain or retain business orto gain an improper advantage in connection with this agreement. For the purposes of this agreement, a Government Official includes officers or employees of governments, ministries, authorities (or their respective agencies), public international organizations as well as persons acting in an official capacity for or on behalf of any such institution. In addition ,politicians, members of political parties, ruling families, and their representatives, as well as employees of state-owned or controlled companies. No officer, director or employee of either Party nor anyone authorized to acton its behalf is or will become a Government Official while serving as an officer, director or employee or anyone authorized to act on behalf of billups without providing written notice to billups sixty (60)days before the individual becomes such an official or contractor. No third-party agent or representative who may interact with a Government Official shall be engaged by the parties without the prior written consent of billups. The Parties agree that they will take all reasonable steps to assure that any agent or representative hired to act in connection with the activities of the relevant Party abides by the obligations set forth in this section. Unless authorized in writing by billups, neither you nor your Indemnitees may pay or offer to pay expenses for travel, lodging, gifts, hospitality, or charitable contributions on billups’ behalf if such payment is for the benefit of or at the request of a Government Official or an agent of a Government Official. Certifications of compliance with this section will be made at the reasonable request of billups. No Party shall use the business relationship to disguise or attempt to disguise the sources of illegally obtained funds. Parties contracting with billups shall report any actual or potential prohibited payments or any provision of this Section 18 to its own legal department and to billups.
20.Notice. Notices shall be provided by certified or registered mail or overnight courier service: (i)to billups Legal, at 224 W. 35th Street, Suite 500, NY,NY 10001, with a copy by email to legal@billups.com or (ii) to you at the address on file with billups for you.
21. General Terms. The relationship of the parties here under shall be that of independent contractors. The Parties expressly agree that: (i) no exclusivity is granted hereunder; and (ii) you are prohibited from assigning these Standard Terms without the prior written consent of billups, which may not be unreasonably withheld.Except to the extent forbidden in this Section 20, these Standard Terms will be binding upon and inure to the benefit of the parties’ respective successors and assigns. No term or provision of these Standard Terms shall be deemed waived, and no breach excused, unless such waiver or consent is in writing and signed by the Party that has given such waiver or excused such breach. Any press release relating to the subject matter of the Agreement shall be subject to the prior written approval of billups in each instance. If any provision of theseStandard Terms is held invalid or unenforceable by a court or agency of competent jurisdiction, the parties shall mutually agree on an alternate, legally valid, and enforceable provision. The remainder of these Standard Terms shall continue in full force and effect to the extent that continued operation under these Standard Terms without the invalid or unenforceable provision is consistent with the intent of the parties as expressed in these Standard Terms.
22. Assignment. billups may subcontract, delegate or assign this agreement in whole or in part without express prior written notice to, and consent from, you in each instance. You may not subcontract or other wise delegate or assign your obligations under these Standard Terms without billups’ prior written consent, except in the case of a change in control, merger or sale of all or substantially all of your assets or stock (collectively “Change of Control”). In the event of a Change of Control, you will notify billups within thirty (30) days of a Change of Control, and billups will have the right to terminate these Standard Terms for its convenience upon fifteen (15) days’ written notice to you. Subject to the foregoing, these Standard Terms will be for the benefit of the Parties’ successors and assigns and will be binding on the Parties’ permitted assignees.
23. Force Majeure. In the event either Party is unable to perform its obligations under these Standard Terms (except for a payment obligation) due to lockouts, labor troubles, inability to procure materials or services, power failure, riot, insurrection, war, pandemic, or other causes reasonably beyond its control, such Party shall not be liable for damages to the other for any damages resulting from such failure to perform or otherwise from such causes.
24. Term; Termination. These Standard Terms take effect on the date first accepted by you (“Effective Date”) and remain in full force and effect unless and until the earlier of the date all Agreements pursuant hereto are terminated or expired or these Standard Terms are terminated as provided herein. These Standard Terms may be terminated: (i)mutually by the Parties subject to a written agreement to terminate; (ii) by either Party for any reason, by providing a written notice of intent to terminate and setting forth in such notice a definitive Termination Date that is at least sixty (60) days after the other Party’s receipt of the notice of intent to terminate; (iii) for cause, solely in the event of a material breach of these Standard Terms or the Agreement(s) and only if the Party seeking termination has provided a written notice to the other Party of such breach and the breach remains uncured thirty (30) days from the other Party’s receipt of such notice; (iv) immediately if either Party believes in good faith that the other Party has committed fraud or made a misrepresentation with respect to entering into or performing the Agreement; or (v) immediately upon the date on which a Party files a petition in bankruptcy or takes similar action under other laws, is adjudicated a bankrupt or declared insolvent, makes an assignment for the benefit of its creditors, admits its inability to pay its debts as they become due, consents to the appointment of a receiver, or on the ninetieth (90th) day following the filing by a third Party of a petition in bankruptcy or for reorganization of a Party if such filing is not dismissed or contested. Notwithstanding any termination, you will be and remain responsible for all charges, expenses and costs authorized in writing in advance by you according to the applicable Agreement(s), arising out of all contracts and/or schedules arranged and/or agreed to prior to termination, except solely to the extent that billups has actually received full payment from you for such charges, expenses and costs.
25. Survival. Where the context, nature, or express terms of any provision indicates intent that it shall survive termination or expiration of these Standard Terms, then it shall survive.
26. Non-Solicitation. Both Parties agree not to knowingly recruit, solicit, or engage the services, or employment of any of the other Party's current employees during the term of the engagement and for a period of one (1)year following the end of the engagement, without the prior written permission of the other Party. Notwithstanding, nothing herein shall act as a restriction on either Party generally advertising or posting job and consulting opportunities and any Party may engage the services of any person that responds to such general advertisements or postings.
27. Entire Agreement. This Agreement and any appendices attached hereto contains the entire Agreement and understanding of the parties with respect to the transactions and matters contemplated herein, supersedes all prior and contemporaneous agreements or negotiations between the parties concerning the subject matter hereof, and cannot be amended except by a writing dated after these Standard Terms and signed by both parties. In case of a conflict (i) between these Standard Terms and the Agreement, the Agreement shall control with respect to the subject matter of the Agreement and (ii) between these Standard Terms and any other document, these Standard Terms shall control.This Agreement has been negotiated by the parties and their respective counsel and will be interpreted fairly in accordance with its terms and without any strict construction in favor of or against either Party. The headings and sections in the Agreement and any appendices are for convenience and will not be construed to define or limit any of the terms or affect the meaning or interpretation of these Standard Terms and any appendix. These Standard Terms and any Agreement may be executed in multiple parts, or executed digitally ,e.g., via DocuSign., each of which will be deemed an original, but all of which together will constitute one and the same instrument.
28. Electronic Records andSignature. By clicking “ACCEPT”, you consent to: (i) the terms and conditions of theseStandard Terms and all documents incorporated by reference herein and constituting the Agreement; (ii) billups communicating with you electronically; (iii) receiving all applications, notices, disclosures and authorizations (collectively, “Records”) from billups electronically; and (iv) entering into agreements and transactions using electronic Records and signatures. Please note that federal law treats electronic signatures as having the same legal force and effect as if they were signed on paper by hand, and online contracts have the same legal force as signing an equivalent paper contract in ink. You agree that any notices, agreements, disclosures, or other communications that billups sends to you electronically will satisfy any legal communication requirements, including that such communications be in writing. You must have a computer or other web-enabled device, an internet connection, an active email account, and the ability to receive and read PDF files to conduct business with billups electronically. You agree to be responsible for keeping your own Records. If you require assistance with its Records or wishes to receive Records in paper format or to withdraw consent to receiving electronic records from us, please contact billups at legal@billups.com. Agreements and transactions executed prior to this request will remain valid and enforceable.
You accept these Standard Terms by signing, clicking to accept or agree or otherwise executing a contract for Services with billups or by using such Services in any manner.