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Billd

Terms of Use

Last Modified: September 5, 2023

NOTE: THESE TERMS OF USE CONTAIN A MANDATORY ARBITRATION PROVISION. YOU CAN READ MORE ABOUT THIS IN THE SECTION TITLED “ARBITRATION” BELOW.

Acceptance of the Terms of Use

These Terms of Use are entered into by and between you and Billd Exchange, LLC (“Company,” “we,” or “us”). The following terms and conditions, together with any documents expressly incorporated herein by reference (collectively, these “Terms of Use”), shall govern your access to and use of www.billd.com, and any of its subdomains, including any content, functionality and services offered on or through such domains, our proprietary platform, our related mobile application, and any other third party website or integration through which you provide instructions to or otherwise interact with our domains or proprietary platform (collectively, the “Website”), whether as a guest or a registered user. PLEASE READ THESE TERMS OF USE CAREFULLY. BY USING THE WEBSITE, YOU UNCONDITIONALLY AGREE TO BE BOUND AND ABIDE BY THE TERMS SET FORTH HEREIN AND OUR PRIVACY POLICY FOUND AT WWW.BILLD.COM/PRIVACY-POLICY (the “Privacy Policy”), WHICH IS INCORPORATED HEREIN BY REFERENCE. IF YOU DO NOT WISH TO BE BOUND BY THE TERMS OF USE OR PRIVACY POLICY, YOU MAY NOT USE THE WEBSITE. The Website is offered and available to users who are eighteen (18) years of age or older and reside in the United States or any of its territories. By using this Website, you represent and warrant that you are of legal age to form a binding contract with the Company and meet all of the eligibility requirements set forth herein. If you do not meet all of these requirements, you must not access or use the Website.

Changes to the Terms of Use

We may supplement, amend, and otherwise modify these Terms of Use from time to time in our sole discretion without prior notice to you. All changes shall be deemed effective immediately when we post them, and your continued use of the Website following any the posting of any such changes constitutes your acceptance and agreement to the changes. You should review this page from time to time so you are aware of any changes.

Accessing the Website and Account Security

We reserve the right to withdraw or amend the Website, and any service or material we provide on the Website, in our sole discretion without notice. We will not be liable if for any reason all or any part of the Website is unavailable at any time or for any period. From time to time, we may restrict access to the entire Website or parts of the Website. You are responsible for: (i) making all arrangements necessary for you to have access to the Website; and (ii) ensuring that all persons who access the Website through your internet connection are aware of these Terms of Use, have agreed to be bound by them, and will comply with them. To access the Website or some of its functionalities, you may be asked to provide certain registration details and/or other information. You represent and warrant to us that all of the information you provide to us on the Website is accurate, current, and complete in all respects. You agree that all information you provide to us in order to register with or otherwise use or access this Website, including but not limited to information provided to use any of the features or functionalities on the Website, shall governed by our Privacy Policy, and you consent to all actions we take with respect to your information consistent with such Privacy Policy. If you are provided with a username, password, or any other piece of information as part of our security or registration procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your account is personal to you and agree not to provide any other person with access to this Website or portions of it using your username, password, or other security information. You agree to notify us immediately of any unauthorized access to or use of your username or password or any other breach of security. You are responsible for ensuring that you log out from and exit your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information. WE HAVE THE RIGHT TO DISABLE ANY USERNAME, PASSWORD OR OTHER SECURITY OR ACCESS DEVICE, WHETHER CHOSEN BY YOU OR PROVIDED BY US, 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 OF USE OR THE TERMS OF ANY OTHER AGREEMENT YOU HAVE ENTERED INTO WITH THE COMPANY AND/OR ITS AFFILIATES.

Our Intellectual Property Rights

The Website and its contents, features, and functionalities (including but not limited to all information, software, text, displays, images, video and audio, and any templates, tools or forms, and the design, selection and arrangement thereof), are owned by and property of the Company, its affiliates, its licensors and/or other providers of such material, and are protected by United States and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws. These Terms of Use permit you to use the Website for your non-commercial use only. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store or transmit any of the material on the Website. You must not: (i) modify copies of any materials from the Website; (ii) delete or alter any copyright, trademark, or other proprietary rights notices or marks from copies of materials from the Website; or (iii) access or use for any commercial purposes any part of the Website or any services or materials available through the Website. For the avoidance of doubt, prohibited commercial uses shall not include satisfying the terms of any Commercial Agreement (as defined below). If you print, copy, modify, download, or otherwise use or provide any other person with access to any part of the Website in breach of the Terms of Use, your right to use the Website will immediately cease and you must, at our option, return or destroy any copies of the materials you have made. No right, title, or interest in or to the Website or any of its contents is or shall be deemed transferred to you, and all rights not expressly granted to you herein are reserved by the Company. Any use of the Website not expressly permitted by these Terms of Use is a breach of these Terms of Use.

Trademarks

The Company’s name, logo, the term “BILLD,” and any and all related names, logos, product and service names, designs and slogans are trademarks of the Company and/or its its affiliates. You shall not use such marks without the prior written permission of the Company.

Prohibited Uses

You may use the Website only for lawful purposes and in accordance with these Terms of Use. You agree not to use the Website:
  • In any way that violates any applicable federal, state, local or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries).
  • For the purposes of exploiting, harming, or attempting to exploit or harm any third parties in any way by exposing them to inappropriate content, asking for personally identifiable information, or otherwise.
  • To send, knowingly receive, upload, download, use or re-use any material which does not comply with the Content Standards set forth below.
  • To impersonate or attempt to impersonate the Company, a Company employee, another user, or any other person or entity.
  • To engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Website or its features or functionalities, or which, as determined by us, may harm the Company or users of the Website or expose them to liability.
Additionally, you agree not to:
  • Use the Website in any manner that could disable, overburden, damage, or impair the site or interfere with any other party’s use of the Website.
  • Use any robot, spider, or other automatic device, process, code, or means to access the Website for any purpose, including monitoring or copying any of the material on the Website.
  • Use any manual process to monitor or copy any of the material on the Website or for any other unauthorized purpose without our prior written consent.
  • Use any device, software, or routine that interferes with the proper working of the Website.
  • Introduce any viruses, trojan horses, worms, logic bombs, malware, spyware, spam, bot, code, or other material which is malicious or harmful.
  • Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Website, the server on which the Website is stored, or any server, computer or database connected to the Website.
  • Attack the Website via a denial-of-service attack, a distributed denial-of-service attack, or any other means.
  • Otherwise interfere with or attempt to interfere with the proper working of the Website and/or its features or functionalities.

User-Provided Materials

The Website may allow users to post, submit, publish, display, or transmit to other users or other persons (hereinafter, a “post”) content or materials (collectively, “User-Provided Materials”) on or through the Website. All User-Provided Materials must comply with the Content Standards set forth below. Any User-Provided Materials you post to the site will be considered non-confidential and non-proprietary. By providing any User-Provided Materials on the Website, you grant us and our affiliates and service providers, and each of their and our respective licensees, successors, and assigns the irrevocable, perpetual, and royalty-free right and license to use, publish, reproduce, modify, perform, display, sell, distribute, and otherwise disclose to third parties any such material for any purpose whatsoever. You represent and warrant to us that: (i) you own or control all rights in and to the User-Provided Materials and have the right to grant the license granted above to us and our affiliates and service providers, and each of their and our respective licensees, successors and assigns; and (ii) all of your User-Provided Materials comply with these Terms of Use. You understand and acknowledge that you are responsible for any User-Provided Materials you submit or contribute, and that you–not the Company–have fully responsibility for such content, including its legality, reliability, accuracy, and appropriateness. We are not responsible and shall not be liable to any third party, for the content or accuracy of any User-Provided Materials posted by you or any other user of the Website.

Monitoring and Enforcement; Termination

We have the right to:
  • Remove or refuse to post any User-Provided Materials for any or no reason in our sole discretion.
  • Take any action with respect to any User-Provided Materials that we deem necessary or appropriate, in our sole discretion, including if we believe that such User-Provided Materials: violate the Terms of Use, infringe upon any intellectual property right or other right of any person or entity, threaten the personal safety of users of the Website or the public, could create liability for the Company, or violate or threaten to violate applicable law.
  • Disclose your identity or other information about you to any third party who claims that material posted or otherwise provided by you violates or threatens to violate their rights.
  • Take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Website.
  • Terminate or suspend your access to all or part of the Website for any or no reason, including without limitation, any violation of these Terms of Use or the terms of any Commercial Agreement or other agreement you have entered into with Company.
Without limiting the foregoing, we have the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Website. YOU WAIVE AND HOLD HARMLESS THE COMPANY AND ITS AFFILIATES, LICENSEES, AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY THE COMPANY/ANY OF THE FOREGOING PARTIES DURING OR AS A RESULT OF ITS INVESTIGATIONS AND FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER THE COMPANY/SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES. The Company does not and cannot undertake to review all material before it is posted on the Website and cannot ensure prompt removal of objectionable material. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications or content posted, published, or otherwise provided by any user or third party.

Content Standards

Any User-Provided Materials must, in their entirety, comply with all applicable federal, state, local and international laws and regulations. In addition, the content standards set forth below (collectively, the “Content Standards”) apply to any and all User-Provided Materials. Without limiting the foregoing, User-Provided Materials shall not:
  • Contain any information or material which is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory or otherwise objectionable.
  • Promote sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation, age, or any other protected class.
  • Infringe any patent, trademark, trade secret, trade dress, copyright or other intellectual property or other rights of any other person.
  • Violate the legal rights (including the rights of publicity and privacy) of others or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may conflict with these Terms of Use and our Privacy Policy.
  • Contain false, untruthful, or misleading information or otherwise be likely to deceive any person.
  • Promote any illegal activity, or advocate, promote or assist any unlawful act.
  • Cause annoyance, inconvenience, or needless anxiety or be likely to upset, embarrass, alarm, annoy, or be considered harassing to any other person.
  • Impersonate any person or organization or misrepresent your identity or affiliation with any person or organization.
  • Involve commercial activities or sales, such as contests, sweepstakes, and other sales promotions, barter, or advertising.
  • Give the impression that they emanate from, relate to, and/or are endorsed by us or any other person or entity.
In the event we determine, in our sole discretion, that you are violating any of the Content Standards, we reserve the right to modify and/or remove any applicable User-Provided Materials and/or terminate your access to the Website. In the event we determine that you are repeatedly infringing the copyrights of any third parties, your account will be terminated and your continued access to the Website will be denied in accordance with the Digital Millennium Copyright Act (“DMCA”).

Copyright Infringement

If you believe that any User-Provided Materials violate your copyright, you may submit a notification pursuant to the DMCA by providing us with the following information in writing (“DMCA Notice”) (see 17 U.S.C 512(c)(3) for further details):
  1. An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright’s interests;
  2. A description of the copyrighted work that you claim has been infringed, including the URL (i.e., web page address) of the location where the copyrighted work exists or a copy of the copyrighted work;
  3. Identification of the URL or other specific location on the Website where the material that you claim is infringing is located;
  4. Your address, telephone number, and email address;
  5. A statement that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;
  6. A statement by you, made under penalty of perjury, that the above information is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.
All DMCA Notices must be sent to our copyright agent via email at info@billd.com.

Reliance on Information Posted

The information presented on or through the Website is made available solely for general information purposes. We do not warrant the accuracy, completeness, or usefulness of any such information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such information by you or any other visitor to the Website, or by anyone who may be informed of any of its contents. The Website may include content provided by third parties, including materials provided by other users, bloggers and third-party licensors, syndicators, aggregators, reporting services and/or service providers. All statements and/or opinions expressed in these materials, and all articles and responses to questions and other content, other than the content provided by the Company, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of the Company. We are not responsible, and shall not be liable to you or any third party, for the content or accuracy of any materials provided by any third parties.

Purchases, Commercial Transactions, and Other Terms and Conditions

All purchases and other commercial transactions consummated on or through our Website or other transactions for the sale of goods or services formed through the Website or as a result of visits made by you shall be governed by the applicable Master Contractor Agreement, Master Pay App Agreement, Program Rules, Terms & Conditions, and/or any other contracts incorporated thereunder, which you must separately enter into with Company and/or its affiliates (each, a “Commercial Agreement”). To the extent the terms of any such Commercial Agreement conflict with these Terms of Use, the terms of the Commercial Agreement shall govern and prevail.

Links from the Website

If the Website contains links to other sites and resources provided by third parties, these links are provided for your convenience only. This includes links contained in blog posts and other informational content, advertisements, including banner advertisements and sponsored links. We have no control over the contents of those sites or resources and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third party sites, you do so entirely at your own risk and subject to the terms and conditions of use for such websites.

Geographic Restrictions

The owner of the Website is based in the United States. We provide this Website for use only by persons located in the United States. We make no claims that the Website or any of its content is accessible or appropriate outside of the United States. Access to the Website may not be legal by certain persons or in certain countries. If you access the Website from outside the United States, you do so on your own initiative and are responsible for compliance with all applicable laws.

Disclaimer of Warranties

You understand that we cannot and do not guarantee or warrant that files available for downloading from the internet or the Website will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our Website for any reconstruction of any lost data. WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, RANSOMWARE, MALWARE, OR OTHER HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER, EQUIPMENT, COMPUTER PROGRAMS, DATA OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE OR YOUR DOWNLOADING OF ANY MATERIAL POSTED ON THE WEBSITE, OR ON ANY WEBSITE LINKED TO IT. YOUR USE OF THE WEBSITE, ITS CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE IS AT YOUR OWN RISK. THE WEBSITE, ITS CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OR REPRESENTATIONS OF ANY KIND WHATSOEVER, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR PARTICULAR PURPOSE, EACH OF WHICH IS HEREBY EXPRESSLY DISCLAIMED BY THE COMPANY AND ITS AFFILITES. NEITHER THE COMPANY NOR ANY PERSON OR ENTITY ASSOCIATED OR AFFILIATED WITH THE COMPANY MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF THE WEBSITE OR THE INFORMATION CONTAINED THEREIN. WITHOUT LIMITING THE FOREGOING, NEITHER THE COMPANY NOR ANYONE ASSOCIATED OR AFFILIATED WITH THE COMPANY REPRESENTS OR WARRANTS THAT THE WEBSITE, ITS CONTENT OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE WILL BE ACCURATE, RELIABLE, ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR WEBSITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.

Limitation on Liability

IN NO EVENT WILL THE COMPANY, ITS AFFILIATES OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, INSURERS, LEGAL REPRESENTATIVES, AGENTS, OFFICERS OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE WEBSITE, ANY WEBSITES LINKED TO IT, ANY CONTENT ON THE WEBSITE OR SUCH OTHER WEBSITES OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE OR SUCH OTHER WEBSITES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE. THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Indemnification

You agree to defend, indemnify and hold harmless the Company, its affiliates, licensors and service providers, and its and each of their respective officers, directors, employees, contractors, agents, licensors, insurers, legal representatives, suppliers, successors and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys’ fees) arising out of or relating to your violation of these Terms of Use or your use of the Website or any third party integration which allows you to access or use the Website, including, but not limited to, your User-Provided Materials, any use of the Website’s content, services and products other than as expressly authorized in these Terms of Use or your use of any information obtained from the Website.

Governing Law and Jurisdiction

All matters relating to the Website and these Terms of Use and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the laws of the State of Arizona without giving effect to rules or principles relating to conflicts of law. Any legal suit, action or proceeding arising out of, or related to, these Terms of Use or the Website shall be instituted exclusively in the state or federal courts located in either the State of Arizona or the State of Texas. You hereby waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

Arbitration

Notwithstanding the foregoing, on our election, you agree that any dispute, controversy or claim between you and us arising out of or in any way related to the Terms of Use or the Website, including but not limited to contract claims, tort claims, breach of duty claims and all other common law and statutory claims between us, shall be fully and finally determined by submission of the dispute to mandatory binding arbitration pursuant to the Commercial Rules of the American Arbitration Association in front of one (1) arbitrator selected pursuant to such Commercial Rules. Each party further agrees with respect to any proceeding initiated pursuant to this provision: (i) any claim or claims a party may bring pursuant to this provision may not be consolidated with the claim(s) of any other person or entity not identified herein, and each party waives any right to the consolidation of claims; (ii) no party may initiate a proceeding in a representative capacity or as a putative class action; (iii) any hearing conducted shall be held in the city where our principal office is located, or in such place as we may otherwise agree in writing; (iv) the arbitrator(s) shall have no authority to award punitive or exemplary damages as part of any award; and (v) the prevailing party will be responsible for the costs of any such proceeding, including attorneys’ fees, forum and arbitrator fees. In the event this “Arbitration” section is held unenforceable, then the entirety of this “Arbitration” section will be deemed void. Except as provided in the preceding sentence, “Arbitration” section will survive termination of the Terms of Use.

Limitation on Time to File Claims

ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OF USE OR THE WEBSITE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

Waiver and Severability

No waiver by the Company of any term or condition set forth in these Terms of Use shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of the Company to assert a right or exercise a remedy provided under these Terms of Use shall not constitute a waiver of such right or remedy. If any provision of these Terms of Use is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Use will continue in full force and effect.

Entire Agreement

The Terms of Use, our Privacy Policy, and any applicable Commercial Agreements constitute the sole and entire agreement between you and the Company with respect to the Website and the other matters set forth herein, and supersede all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to the same.

Your Comments and Concerns

This website is operated by Billd Exchange, LLC, 3800 N. Lamar St., Suite 210, Austin, TX 78756. All other feedback, comments, requests for technical support, and other communications relating to the Website and/or these Terms of Use should be directed to info@billd.com.