billups Discovery™ terms of use
Last updated August 16, 2023
These billups Discovery Terms of Use(or “Terms”) constitute a legal agreement between billups LLC and its subsidiaries and affiliates (collectively, “billups”, “us” or “we”)and you as a Media Owner, Advertiser, or visitor of the Platform or other billups online channel (each defined below) accessing or using billups Discovery in any manner. These Terms contain important information regarding your legal rights, remedies, and obligations with respect to your use of billups Discovery. Additional, separate terms and conditions may apply to your use of billups Discovery, each of which will be considered to form part of these Terms. You and billups may be referenced herein each as a “Party” or together as the “Parties”. For clarity, these Terms do not amend any other agreement that may be in effect between you and billups for your use or receipt of other billups products, tools, or services.
THESE TERMS INCLUDE A CLASS ACTION WAIVER AND AN ARBITRATION PROVISION THAT GOVERNS ANY DISPUTES BETWEEN YOU AND BILLUPS RELATED TO BILLUPS DISCOVERY.
Questions? Our client 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.
The Parties agree as follows:
1. billups Discovery
billups Discovery is a propriety software-as-a-service tool that allows out-of-home media owners (“Media Owners”)to post data about their out-of-home media inventory (“OOH”) and enables users seeking OOH opportunities (“Advertisers”) to learn about OOH opportunities in their markets of interest. billups Discovery leverages the power of the billups customer platform (“Platform”) to promote Media Owner OOH inventory and share valuable data with Advertisers and enablesAdvertisers to inquire about OOH opportunities or submit a request for proposal through billups. You understand and agree that billups Discovery does not include the provision of professional services, support services, or training from billups unless the Parties agree otherwise via a separate, written agreement. billups reserves the right to rate-limit any user of billups Discovery as necessary to avoid system overload or overuse, as determined by billups in its sole discretion.
2. Acceptance
To use billups Discovery, you must agree to be unconditionally bound by these Terms. You accept these Terms by clicking to accept these Terms where the option is made available to you or by using billups Discovery in any manner. You must be of legal age and capacity to form a binding contract to accept these Terms. If you are using or accessing billups Discovery on behalf of a company or other entity (“Entity”), you represent, agree, and warrant that you are authorized to act on behalf of the Entity and to bind such Entity to these Terms. You are required to agree to comply with these Terms when you access or use billups Discovery. The term“you” in these Terms refers to both you as the customer signed up to use billups Discovery and any end user accessing billups Discovery through your login. billups may update these Terms from time to time and will inform you of any changes. By continuing to use billups Discovery after these Terms have changed, you indicate your agreement to the revised Terms. If you do not agree with any of these Terms, do not access billups Discovery. ACCEPTANCE OF THESE TERMS IS REQUIRED FOR THE USE OF THE SERVICES AND ANY USE OF THE SERVICES SHALL CONSTITUTE YOUR ACCEPTANCE OF THESE TERMS.
3. Your Account
Certain features of billups Discovery are only available to users that register and create an account with billups, either as an existing Platform user or registering for the first time to gain access to the full suite of billups Discovery features. By registering with billups, you represent and warrant that: (i) the information you submit is accurate and you will maintain the accuracy of that information; (ii) you will safeguard your login credentials and you will not do anything that might jeopardize the security of your account; and (iii) you will notify billups immediately of any unauthorized access to or use of your login credentials or any other breach of security. You must always maintain a valid email address on your account. You are responsible for maintaining the confidentiality of your login credentials, and you are responsible for all activities that occur using your credentials. billups reserves the right to disable any login credentials, whether chosen by you or provided by billups, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms. billups is not responsible for any direct or indirect losses or damages arising from the unauthorized use of your login credentials or account.
4. Privacy
billups Discovery does not collect or process any personal information to provide billups Discovery. billups may collect technical, non-personal data from your use of billups Discovery to better understand our user audience. billups reserves the right to process and use any data collected through billups Discovery for our business purposes. Any personal information you provide to billups related to your use of billups Discovery, the Platform, or our other products or services is governed by ourPrivacy Policy available at https://billups.com/privacy-policy/.
5. Intellectual Property
Unless otherwise indicated, billups owns, and shall at all times retain, all right, title, and interest in and to “billups Intellectual Property”, which includes: (i) billups Discovery and all tools, software, code, concepts, analytics, and patented inventions that Billups has created or implemented to develop and provide billups Discovery; (ii) all intellectual property contained in billups Discovery, 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 Discovery, 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 Discovery by any party. billups Discovery is protected by copyright and other intellectual property laws. billups Discovery may contain certain licensed materials and our licensors may act to protect their rights in the event of any breach of these Terms. All trademarks are the property of their respective owners. You hereby acknowledge billups’ ownership and intellectual property rights to billups Discovery, 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 to billups Discovery. billups Discovery may include open-source software or code. Except as expressly granted under Section 6, these Terms do not grant you any intellectual property rights in or to billups Discovery or other billups Intellectual Property, or any components thereof. You agree to not remove, alter, interfere with, or circumvent any (i) copyright, trademark, or other proprietary notices on the Website, or (ii) any advertisement on Billups Discovery or any Billups website, platform, or materials. If you provide billups with any feedback regarding billups Discovery, billups shall own and may use all such feedback without restriction without compensation to you and shall not be subject to any non-disclosure or non-use obligations in respect of such feedback.
6. License Grant
billups hereby grants you a limited, revocable, nontransferable, nonexclusive license to access, view information contained on, and interact with billups Discovery and the billups Intellectual Property to which billups grants you access solely for your own personal, internal business, or other noncommercial use as described herein. billups Discovery and the billups Intellectual Property to which you are granted access is licensed to you, not sold. Your license includes the right to view the information posted on billups Discovery or otherwise provided to you by billups and use such information for your internal business purposes. Additionally, if your account with billups identifies you as a marketing or advertising agency, your license permits you to share such information with your clients and you are solely responsible for all use of such information by your clients in compliance with these Terms. Except for the express limited licenses granted herein, billups does not grant you any right, title, or interest in billups Discovery or billups Intellectual Property. You agree to take such actions as billups may reasonably request to protect or perfect our rights to billups Discovery or billups Intellectual Property upon our request.
7. Prohibited Activities
You must use billups Discovery only for its intended purpose and as permitted by these Terms. You agree not to: (i)disassemble, decompile, reverse engineer, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of billups Discovery (except to the extent Applicable Laws specifically prohibit such restriction); (ii) modify, translate, or create derivative works based on billups Discovery; (iii) copy, rent, lease, distribute, pledge, assign, or otherwise transfer or encumber rights to billups Discovery (including without limitation any of the education materials, tutorials, or documents provided to you about billups Discovery); (iv) allow any other person to use billups Discovery on your behalf, except pursuant to your express authorization; (v)use our proprietary logo(s) without our prior written consent or otherwise remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property rights notices provided on or with billups Discovery; (vi) use billups Discovery for any purpose other than as stated in these Terms; (vii) use billups Discovery in a manner that interferes with the use of billups Discovery by other end users; (viii) access or attempt to access any data via billups Discovery that does not belong to you; (ix) use billups Discovery to transmit or upload any software, files, records, or other materials that contain any virus, worm, time bomb, trojan horse, or other harmful or disruptive component; (x) use any robot, spider, site search/retrieval application, or other manual or automatic device or process to retrieve, index, “data mine,” or in any way reproduce or circumvent the navigational structure or presentation of billups Discovery; (xi) probe, scan or test the vulnerability of any system or network or breach any security or authentication measures; (xii) use billups Discovery to upload any malicious, intentionally inaccurate, or misleading content, or any content that causes harm to any third-party; (xiii) use billups Discovery for any illegal and/or unauthorized purpose; or (xiii) permit any third party from engaging in the prohibited activities described in this section. Additionally, you are strictly prohibited from (a) creating derivative works from billups Discovery or other billups Intellectual Property; (b) commercially exploiting billups Discovery or other billups Intellectual Property; (c) creating a tool or service that competes with billups Discovery or any component thereof; (d) using billups Discovery or the billups Intellectual Property for any unlawful or wrongful purpose; or (e) permitting or enabling a third party to engage in any activity relating to clauses (a), (b), (c), or (d) as determined by billups. Any changes to, modifications to, or derivative works of billups Discovery will become the exclusive property of billups.
8. User Content
If you submit any data, files, materials, or other content (“User Content”) to billups Discovery as a Media Owner, Advertiser, or any other user, you represent and warrant that yourUser Content is current, complete, and accurate and that you created and own the rights to, or you have the owner’s express permission to submit the User Content to billups. By submitting User Content to billups, you grant to billups an irrevocable, worldwide, royalty-free, fully paid, sub-licensable, perpetual license to use, reproduce, distribute, publish, display, or perform such User Content in whole or in part, by any and all means and media, in connection with billups’ internal business activities or advertising, marketing, and promotional activities. You acknowledge that billups may modify the User Content for any purpose. billups has no obligation to use any User Content, and billups’ use of any User Content does not create or imply any endorsement of or affiliation with you. You are solely responsible for any information you submit to billups and the consequences of such submission. billups is not responsible for the accuracy of any User Content you submit to billups Discovery, or for independently reviewing, auditing, or confirming any of the User Content you provide to billups. Additionally, if you are a Media Owner or Advertiser, you agree that billups may disclose that you are using billups Discovery, including by displaying your name and logo on our website or other marketing materials.You may withdraw such consent with respect to future marketing materials by providing written notice to billups.
9. Compliance with Applicable Laws
You represent and warrant that you will use billups Discovery in compliance with all applicable laws, statute, rules, and regulations (“Applicable Laws”), including without limitation all Applicable Laws and regulations governing privacy, data security, and intellectual property rights, related to your use of billups Discovery and any outcome related to such use. Without limiting the foregoing, you are expressly prohibited from using billups Discovery 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.
10. Fees and Payments
billups makes billups Discovery available to Media Owners, Advertisers, and other users for free. From time to time, billups may offer enhanced versions of billups Discovery or provide billups Discovery as an add-on to other billups products or services in exchange for a fee (“Paid Services”). The fees charged for Paid Services will be presented to you for your acceptance on the Platform or otherwise in writing before those fees are incurred by you. You agree to pay any fees associated with the Paid Services you request. Fees for Paid Services are paid in advance on the schedule stated at the time you request the Paid Services; for example, paid in full at the time of request or as a monthly subscription. Transaction fees and additional fees may also apply to certain portions of the Services, and we will tell you about those fees before charging you. Paid Services and your obligation to pay will remain in effect until canceled or terminated in accordance with this Agreement and any terms and conditions specific to a Paid Service. This paragraph applies if you incur any fees related to your use of billups Discovery. You agree to pay all fees incurred in their entirety when due. You must submit valid payment information (credit or debit card, or a bank account for ACH transactions) to billups for processing fee payments. If you use a credit or debit card, you expressly authorize billups to charge your payment method for the Paid Services, along with any sales or use taxes. You represent and warrant that the payment information you provide 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.If you do not pay on time or if billups cannot charge your payment method for any reason, billups reserves the right to either suspend or terminate your access to billups Discovery. If your unpaid fees are referred to an attorney or collections agency, you shall pay all reasonable attorney’s fees or collections agency fees.
11. Service Interruptions
From time to time, billups will perform routine maintenance to optimize the performance of billups Discovery (“ServiceInterruptions”). As a result, you may receive a notification that billups Discovery is temporarily unavailable. We generally limit Service Interruptions to non-business hours to minimize the potential impact on you. Most Service Interruptions are brief. We occasionally perform more significant maintenance or upgrades that require longer times to complete. You agree that billups is not liable for any losses caused directly or indirectly by Service Interruptions and associated delays, extraordinary events, or conditions beyond our control such as government actions, exchange or market rulings, suspensions of trading, or other third-party errors, failures, or outages.
12. Updates
From time to time, billups may, in our sole discretion, develop and provide updates to billups Discovery, which may include upgrades, bug fixes, patches, other error corrections, and/or new features (collectively, including related documentation, “Updates”).Updates may modify or delete certain features or functionality. You agree that billups has no obligation to provide any Updates or to continue to provide or enable any particular features or functionality. Based on your device settings, when the device is connected to the internet, either: (i) billups Discovery will automatically download and install all available Updates, or (ii) you may receive notice of or be prompted to download and install available Updates. You agree to promptly download and install all Updates and acknowledge and agree that billups Discovery or portions thereof may not properly operate should you fail to do so. You further agree that all Updates will be deemed part of billups Discovery and be subject to these Terms.
13. Beta Versions
billups may make versions or updates to billups Discovery available for testing and evaluation purposes prior to their release to the public (“Beta Versions”). Beta Versions are subject in all respects to these Terms, except that billups may discontinue billups Discovery or your ability to use a Beta Version at any time, with or without notice and without further obligations to you. By participating in a Beta Version test, you consent to billups accessing all data input or collected via your use of billups Discovery for billups to identify bugs, discrepancies, errors, or improvements in billups Discovery. You also understand and agree that billups may contact you to learn more about your use of Billups Discovery or related activities to improve billups Discovery. You agree to notify billups of all comments or suggestions about billups Discovery, including without limitation any problems and ideas for improvements, which come to your attention during the use of the Beta Version. By permitting you to access, download, install, or use a Beta Version, billups does not grant any additional right to you under any copyrights, patents, trademarks, or trade secret information. billups reserves the right to condition your access to and use of a Beta Version on your execution of a Nondisclosure Agreement.
14. Third-Party Links and Information
The Service may contain links to third-party materials that are not owned or controlled by billups. billups does not endorse or assume any responsibility for any such third-party sites, information, materials, products, or services. If you access a third-party website or service from the Service or share your User Content on or through any third-party website or service, you do so at your own risk, and you understand that this Agreement and billups Privacy Policy do not apply to your use of such sites. You expressly relieve billups from any and all liability arising from your use of any third-party website, service, or content.
15. Infringement Notification/DMCA
If you are a copyright owner or an authorized agent thereof and you wish to file a notice of infringement with billups, you may do so in writing to billups’ Designated Copyright Agent at legal@billups.com. Your notification must include at least the following information: (i) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (ii) identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works on billups Discovery are covered by a single notification, a representative list of such works; (iii)identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit billups to locate the material; (iv) information reasonably sufficient to permit billups to contact you, such as an address, telephone number, and, if available, an electronic mail address at which you may be contacted; (v) a statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (vi) a statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. YOU ARE ADVISED TO CONTACT AN ATTORNEY BEFORE SENDING US A NOTICE. PLEASE NOTE THAT DEPENDING ON THE LAWS OFTHE APPLICABLE JURISDICTION, A PERSON MAY BE SUBJECT TO LIABILITY IF THEY KNOWINGLY MATERIALLY MISREPRESENT THAT MATERIAL OR ACTIVITY IS INFRINGING.
16. Termination
You may terminate these Terms at anytime by discontinuing all use of billups Discovery, canceling your account with billups, and deleting all information obtained from billups Discovery. billups may terminate these Terms at any time without penalty or notice to you if (a)you breach these Terms in any manner or infringe the rights of billups or any third party; or (b) billups determines that your use of or activities related to billups Discovery is, in our discretion, inappropriate, offensive, or in violation of these Terms. Termination by billups under this section shall be without prejudice to or waiver of any of our other rights or remedies, all of which are expressly reserved, shall survive termination, and are cumulative. You will not be entitled to receive any refund for a termination pursuant to this section.Upon termination of these Terms, you will no longer have access to billups Discovery, and you will not be entitled to receive a refund for any fees paid in the event of such termination.
17. Disclaimer of Warranties
EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES PROVIDED IN THESE TERMS, BILLUPS DISCOVERY AND ALL BILLUPS INTELLECTUAL PROPERTY IS 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 BILLUPS DISCOVERY OR YOUR USE THEREOF WILL MEET ALL OF YOUR REQUIREMENTS OR THAT ITS OPERATIONS WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT ANY DEFECT WITHIN BILLUPS DISCOVERY WILL BE CORRECTED. NO ORAL OR WRITTEN INFORMATION, REPRESENTATION, OR ADVICE GIVEN BY BILLUPS SHALL CREATE A WARRANTY WITHOUT A WRITING SIGNED BY BILLUPS REFLECTING THE CREATION OF SUCH WARRANTY. Without limiting the generality of the foregoing, you understand and agree that:
i. billups Discovery Upload Tool is made available for you to provide accurate information about your inventory, for media planning purposes. We will be better able to provide Our industry-leading services with current information about your inventory.
ii. billups owns and operates billups Discovery from our offices in the United States. You acknowledge that you may not be able to access all or some of billups Discovery outside of the United States and that access thereto may not be legal by certain persons or in certain countries. billups makes no representations that billups Discovery or your use thereof complies with Applicable Laws. You acknowledge and agree that you are solely responsible for notifying billups if your use of billups Discovery or any component thereof or any provision of these Terms violates any Applicable Laws or rule of your locality. Use of billups Discovery from jurisdictions where such access is illegal is prohibited. If you choose to use billups Discovery from other jurisdictions, you do so at your own initiative and you are responsible for all compliance with Applicable Laws. billups is not responsible for any violation of Applicable Laws in relation to your use of billups Discovery. Nothing in these Terms shall affect an individual’s statutory consumer rights, as applicable.
iii. billups makes no guarantees and does not warrant that billups Discovery will be free of viruses or other harmful components. billups is not responsible for any delays, failures, or other damages that result from issues with billups Discovery.
iv. Your use of billups Discovery is at your own risk. You acknowledge and agree to assume the entire risk associated with your use of billups Discovery.
18. Indemnity
To the maximum extent permitted by applicable law, you agree to defend, indemnify, and hold harmless billups, as well as our subsidiaries and our affiliates, and their respective members, directors, shareholders, officers, agents, partners and employees, from any and all loss, liability, cost, expense, claim, damages, or demand(collectively, “Claims”), due or relating to or arising out of your(i) use of billups Discovery; (ii) provision of User Content or other data to billups; (iii) breach of these Terms, or (iv) breach of representations and warranties set forth in these Terms. billups has no obligation to indemnify or defend you against claims related to infringement of intellectual property rights.
19. Limitation of Liability
To the maximum extent permitted by applicable laws, in no event shall billups be liable to you for (i) any sum or any damages as a result of your being unable to use all or part of billups Discovery or any third-party product or feature contained therein; (ii) the inaccuracy of any data obtained from billups Discovery; (iii) any unauthorized access to or disclosure of data associated with billups Discovery; or (iv) for any other matter relating to your use of billups Discovery or any third party product or service. This is a comprehensive limitation of liability that applies to all damages of any kind, including without limitation indirect, special, incidental, economic, or consequential damages, whether based in breach of contract, breach of warranty, tort (e.g., negligence), product liability, or otherwise, even if an individual advises of the possibility of such damages. Additionally, billups shall not be liable for any damage, injury, or loss resulting from your negligence, accident, use, or misuse of billups Discovery, or if billups Discovery has been modified in any manner, not by us.In no event shall billups be liable to you for any amounts that, together with all other claims, exceed the aggregate of the price you paid for the use of billups Discovery or any products or, if no price was paid, five hundred dollars USD ($500), in any case, whether or not billups has been advised of the possibility of such damages. If the jurisdiction that applies to you as the customer does not allow the disclaimer of certain warranties or limitation or exclusion of liability for certain damages, the above exclusions and liability are limited to the fullest extent permitted by law.
20. Dispute Resolution
THIS SECTION CONTAINS A CLASS ACTION WAIVER, REQUIRES YOU TO ARBITRATE CERTAIN DISPUTES AND CLAIMS, AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM BILLUPS. You agree that any dispute, controversy, or claim between you and billups arising out of or relating to:(1) these Terms, or the breach thereof; (2) our provision of billups Discovery to you; (3) your access to or use of billups Discovery; or (4) any alleged violation of Applicable Laws (each such dispute, controversy or claim, a “Dispute”)will be governed by the arbitration procedure outlined below.
i. Informal Dispute Resolution. billups wants to address your concerns without the necessity of a formal legal case. Before filing a claim against billups, you agree to try to resolve the Dispute informally by contacting legal@billups.com. billups will contact you by email aspart of a good-faith effort to resolve the Dispute informally. If a Dispute is not resolved within 30 days after submission, you or Billups may bring a formal proceeding.
ii. Arbitration Agreement. You and billups each agree to resolve any Disputes through final and binding arbitration administered by the Arbitration Service of Portland. Arbitration will be held in Portland, Oregon,United States, or any other location we agree to. The Arbitration Service of Portland rules will govern the payment of all arbitration fees. Either Party may bring a lawsuit solely for injunctive relief to stop unauthorized use or abuse of billups Discovery or infringement of intellectual property rights (for example, trademark, trade secret, copyright, or patent rights) without first engaging in arbitration or the informal dispute resolution process described above.
iii. Class Action Waiver. You may only resolve Disputes with billups on an individual basis and may not bring a claim as a plaintiff ora class member in a class, consolidated, or representative action. Class arbitrations, class actions, private attorney general actions, and consolidation with other arbitrations are not allowed under these Terms.
iv. Governing Law. Except as otherwise required by Applicable Law, these Terms, the relationship of the Parties, and Disputes (as described above) will be governed by the laws of the State of Oregon (without regard to conflicts of law principles). The Parties agree that these Terms affect interstate commerce and that the interpretation and enforceability of the Disputes section above shall be both substantively and procedurally governed by and construed and enforced in accordance with the Federal ArbitrationAct, 9 U.S.C. § 1 et seq., to the maximum extent permitted by applicable law.
v. Limitation on Claims. Regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to your use of billups Discovery must be filed within one (1) year after such claim or cause of action arose, or else that claim or cause of action will be barred forever.
21. Communications
By accepting these Terms, you consent to: (i) the terms and conditions of these Terms; (ii) billups communicating with you to your mailing address or electronically, whether to the email address you provide to us through billups Discovery or through our website;(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. billups will not impose any additional charge to you for electronic communication and will provide the specialized software, if any, needed to view such electronic documents at no charge to you. You are responsible for fees associated with internet access or usage. 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 assigning 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 us electronically. You agree to be responsible for keeping your own Records. If you require assistance with its Records or wish 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.
22. General Terms
i. Geographic Restrictions. billups is owned and operated in the United States and makes no claims that billups Discovery or any other products or services or content is accessible or appropriate outside of the United States. Access to billups Discovery may not be legal by certain persons or in certain jurisdictions. If you access billups Discovery from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.
ii. Relationship of Parties. The parties hereto are independent contractors. No joint venture, partnership, employment, or agency relationship exists between you and billups as a result of these Terms or your use of billups Discovery.
iii. No Assignment. You may not assign, delegate, or transfer these Terms or your rights or obligations hereunder in any way (by operation of law or otherwise) without prior written consent from billups.billups may transfer, assign, or delegate these Terms and our rights and obligations without your consent.
iv. Waiver. Any failure by billups to enforce any provision of these Terms will not be deemed a waiver of that provision or any other provision of these Terms.
v. Enforcement. billups reserves the right (but is not required) to remove or disable your access to billups Discovery, disable your login credentials, or remove your data from our systems at any time and without notice, and at our sole discretion if we determine that your use of billups Discovery is in any way objectionable or in violation of these Terms. Certain violations of these Terms, as determined by billups, may result in immediate termination of your access to billups Discovery without prior notice to you. billups has the right to investigate violations of these Terms and any conduct that affects billups Discovery, and in response may take any action billups may deem appropriate.
vi. Notices. billups may send notices pursuant to these Terms to you via the e-mail address listed on your account, and such notices will be deemed received the same day they are sent. You may send notices pursuant to these Terms to legal@billups.com and such notices will be deemed received three days after they are sent.
vii. Severability. These Terms will be enforced to the fullest extent permitted by Applicable Laws. If for any reason any provision of these Terms is held to be invalid or unenforceable to any extent, then (i) the provision will be interpreted, construed, or reformed to the extent reasonably required to render the provision valid, enforceable, and consistent with the original intent underlying such provision; (ii) the provision will remain in effect to the extent that it is not invalid or unenforceable; and (iii) the invalidity or unenforceability of the provision will not affect any other portion of these Terms.
viii. Entire Agreement. These Terms and any additional or separate terms and conditions presented to you related to your use of billups Discovery constitute the entire agreement between theParties with regard to the subject matter herein. billups may amend these Terms from time to time by updating this page and changing the “Last Updated” date. After you accept these Terms, the then-current version shall apply each time you access or use billups Discovery. Your failure to comply with these Terms in any manner may result in the termination of your access to billups Discovery. billups reserves the right to terminate all or part of billups Discovery at anytime, without prior notice to you.