BILLY provides to its users access to self-service hire electric bicycles (the “BILLY Service”). The BILLY Service is an electric mobility service proposed by Billy SA, a Belgian company registered at the CBE with number BE0674.377.256 whose registered office is located at Rue Guillaume Tell 59b, 1060 Sint Gillis, Belgium (“BILLY”).
- email: firstname.lastname@example.org
- telephone: +32 2 588 03 30
These Terms and Conditions and any additional terms incorporated by reference herein (hereinafter referred to as the “Terms”) govern, after their acceptance by the User, the conditions of access and use of the BILLY Service and other services available through the website located at www.billy.bike (the “Website”), our proprietary software application accessible via a mobile device (the “App”), any third party platforms and services approved by BILLY (e.g., Facebook, Google, etc.) (“Third Party Websites”), tariff offers, rights and User obligations relating to the BILLY Service as such terms are defined below and The Terms “we”, “our” and “BILLY” refer to BILLY. The terms “you” and “your” refer to the User (including users who have registered for an account) visiting the Websites, the App, Third Party Websites and/or using the Services.
All access and use of the BILLY Service implies respect for these Terms by the User. By accepting these Terms upon Registration, a User acknowledges that he or she has read, understood, and agreed to be bound by these Terms.
Users will be systematically informed of any modification of the Terms by e-mail and by display on the App, the Website and/or Third Parties Websites. Any revisions to these Terms are effective upon such notification.
1. THE SERVICES
1.1. Contingent on BILLY’s acceptance of a Registration, User’s fulfillment of its payment obligations, and subject to these Terms, BILLY will provide User access to the Services as set forth in the Registration for the Term of Use.
1.2. A User may use the Services solely for User’s own purposes (not for the benefit of any other person or entity) during the Term of Use, provided User has paid and continues to pay the Membership Fee and/or the Rental Fee.
1.3. If a business or other legal entity has entered into an agreement with BILLY to provide the Services to the employees or members of such business or other legal entity (hereinafter referred to as the “Business Membership Agreement”), the User that is covered by that Business Membership Agreement may use the Services solely for the purposes set forth in the Business Membership Agreement and BILLY shall not be responsible for communicating such allowable uses to such Users.
1.4. BILLY is the owner of the bicycles and any item it makes available to the User during the term of the agreement.
1.5. BILLY retains the right to change, limit or deny the Services to a User for legitimate grounds.
2. HOW TO ACCESS THE BILLY SERVICE
Satisfying the eligibility criteria mentioned below does not automatically give an applicant the right to become a User. Acceptance of the person’s Registration is subject to approval by BILLY at its sole discretion.
To be eligible for the Services, the User must:
- Be at least 16 years old.
- Own or control a mobile device that is compatible with the App and the bicycle. BILLY does not guarantee that the App can be accessed through all wireless devices or service plans or that it is available in all geographical locations.
- Be a holder of a credit card in his name associated with his bank account in a bank accepting debits in Euro (€) authorized by the User. As with any User of the Services, a minor over the age of 16 must hold a personal credit card.
- Hold a national identity card (for Belgian nationals or nationals of a European country and Switzerland) or a valid passport.
- Deliver to BILLY a fully complete Registration, including an agreement to be bound by these Terms, together with all documents requested by the Registration, which shall be accurate and truthful in all respects. Not be indebted to BILLY for amounts which it would not have paid under a previous registration or lease from BILLY.
2.1.2. Registration Procedure
The Registration is done by the applicant through the Website or the App by completing the online registration form.
Registration will be validated by BILLY following after checking and approval by BILLY of all information and documents forwarded electronically by the applicant.
Users who registered have the ability to unsubscribe at any time online by making a request to the Helpdesk by email at email@example.com and provided that no money is owed to BILLY.
2.2 FUNCTIONALITIES OF THE APP AND THE WEBSITE
2.2.1. The App has many functionalities and among other things allows the User to:
- Visualize the positioning and autonomy of every bicycle available in the Business Area (geographical area defined by Billy within which the User may terminate its Rental by returning the Billy Bike on a public location of choice located within this area where Billy are authorized to park, hereinafter referred to as the “Business Area”).
- Visualize your own geographic location via a blue dot on the map in order to assess the distance to the nearest bicycle and to assess whether you are in the Business Area.
- Proceed with the Reservation of a bicycle located in the Business Area.
- Cancel the Reservation within a maximum of fifteen (15) minutes from its Reservation.
- End a Rental of a rented bicycle under the conditions provided by these Terms.
- Read the instructions to use a bicycle.
- Answer basic questions a User might have via the section “Frequently Asked Questions” (FAQ).
- Contact the Helpdesk via telephone.
- Consult the present Terms.
2.2.2. The Website also has many functionalities and among other things allows the User to:
- Register for the BILLY Service by filling out the Registration form.
- Modify its personal data (address, phone number, details of the credit card).
- Consult the history of Reservations and Rentals.
- Consult bills for past Rentals.
- Answer basic questions a User might have via the section “Frequently Asked Questions” (FAQ).
2.2.3. The User can contact Helpdesk via Email at firstname.lastname@example.org to ask a question related to its Registration, invoicing, User Account or its share of technical problems encountered on the bicycle or on the App. In addition, the User can contact the Helpdesk via phone +32 2 588 03 30 (from 7 am to 24h from Monday to Sunday) in case of an accident, a malfunction of the Service or to report a technical incident.
2.3. RENTAL OF A BICYCLE
2.3.1 Booking a Bicycle
The user selects a bicycle on the App that is located in the Business Area and is available. After clicking the “reserve now” button, the user has 15 minutes to get to the reserved bicycle. During the 15 minute Reservation period, the User can change or cancel his Reservation via the App. If the User has not unlocked the bicycle during the 15 minute reservation period, the Reservation is automatically canceled without charges. He can unlock the bicycle via the App by clicking on “unlock bike”, which marks the end of the Reservation period. The ride will start when you click on the “Ok, let’s go” button.
2.3.2 Current Inventory and State of the Bicycle
The User agrees to report to Helpdesk any material damage they have observed on the bicycle before starting his trip via the appropriate section of the App (such as flat tire, damage to the seat or the bodywork of the bicycle, broken or bent brake handles, broken front or rear light and/or any damage that may affect the safety of the user when riding the vehicle).
2.3.3 Starting the Bicycle
To start the bicycle after unlocking it via the App, the user must push the button on the battery pack.
2.3.4 Temporary Stop Procedure (PAUSE)
When parking the bicycle temporarily, the User must:
- Securely lock the bicycle with a chain wrapped around a pole or bike rack and locked in ring lock.
- Park the bicycle on a public location of choice where bicycles are authorized to park.
- Pause the Rental by clicking on “Pause” via the App.
Temporary parking the bicycle is allowed both in and outside the Business Area. The minutes of the Rental continue to run during the temporary parking.
2.3.5 Returning the Bicycle and Ending the Rental
To return the bicycle and terminate its Rental, the User must:
- Make sure to be in the Business Area, which can be verified via the App.
- Securely lock the bicycle with the chain on a public location of choice where bicycles are authorized to park.
- End the Rental by clicking on “End trip” via the App.
It is the User’s responsibility to check that the end of his Rental is effective. BILLY cannot be held responsible for an extended billing in case of poor restitution of bicycle.
2.3.6 Current Inventory and State of the Bicycle after Rental
The User agrees to report to Helpdesk any even minor damage for which he is responsible during its Rental and any significant damage that can be observed on the bicycle at the time of restitution, via the appropriate section of the App or by telephone.
3.1. In case of an accident, equipment failure or theft and vandalism, the User is obliged to follow the procedure as set out in this article. The Rental Fees will stop counting from the moment the assistance procedure is initiated by calling the numbers indicated below. However, the bicycle remains the responsibility of the User until a representative of BILLY has arrived.
3.2. Equipment failure or personal injury. In case of an equipment failure or personal injury, the User must contact Helpdesk via the phone number +32 2 588 03 30 regardless of the nature of the accident, provided that he is not prevented from doing so by his own or the victim’s injuries.
In case of personal injury, the User must first contact the emergency services (ambulance, fire department) and the police officer.
In any case of damages or personal injury, the User must:
- Stay at the scene of the accident and provide assistance to emergency services, police and Helpdesk;
- Share with BILLY the circumstances of the accident, its causes, the names and addresses of the injured parties and witnesses if possible, by email or by mail to the address above;
- Send the damage or accident reports by mail, as soon as possible and within a maximum of 2 business days after the occurrence of the disaster, to the following address: Billy SPRL, Rue Guillaume Tell 59B, 1060 Sint Gillis.
- Collaborates with the insurer of BILLY by all means that necessary to the insurer, providing honest, accurate and precise information.
3.3. Reporting of Accidents and Cooperation. In case of an accident, the User must contact Helpdesk via the phone number +32 2 588 03 30 regardless of the nature of the fault. The User must provide the necessary assistance and stay at the scene where the BILLY is located until a representative of BILLY arrives.
If, while a User is in possession of a bicycle, the bicycle is involved in an incident that results in injury or damage to a third party or third party property, User must, as soon as possible, but in any event within 1 hour, contact the police and fill out an official police report, contact BILLY immediately and provide the following information to BILLY:
- Date, time and location of incident;
- Identification information for any other vehicles involved (e.g., license plate, vehicle identification number, make and model);
- Insurance information for third party vehicles involved (e.g., policy number, name, address and phone number of insurance agent);
- Contact information for third parties involved and owners of involved vehicles, if different (e.g., name, address, phone number, driver’s license number);
- Contact information for witnesses (e.g., name, address, phone number); and
3.4. Attempt theft, vandalism or theft of a bicycle. In case of theft of a bicycle or vandalism occurred during the Rental, the User must immediately contact Helpdesk at +32 2 588 03 30. The User is obliged to file a complaint with the police and to provide BILLY with a copy thereof on the following address, Billy SPRL, Rue Guillaume Tell 59B, 1060 Sint Gillis, and this within forty-eight (48) hours after the incident, the filing of the complaint, the reception of the copy of such complaint explaining the circumstances of the theft or degradation of the bicycle as received from the police.
4. RATES AND PAYMENT OF REGISTRATION AND RENTAL (“RATES SCHEDULE”)
4.1 MEMBERSHIP FEE AND RENTAL FEES
Activation Fee : 0€
Rate : 0.18€/min
4.1.1. Every Rental, depending on its duration, is invoiced on a monthly basis at the end of the month or when the added Rental Fees for that month exceed an amount of 30 euro.
4.1.2. The duration of a Rental is counted automatically after starting the ride via the App by clicking on “Ok, let’s go” until the bicycle is locked via the App by clicking on “end trip”, signaling the end of the Rental.
4.1.3. Every minute of the Rental that started to run is booked and billed as a full minute.
4.1.4. The User agrees that the bills and adherence to these Terms are established and proven on the basis of use of the Registration of the Billy Service.
4.1.5. The rates and prices set out in this article are valid as from October 1st, 2018 and may be changed at any moment.
5. ADDITIONAL FEES AND PENALTIES
5.1. Parking citations or traffic violations during or after your bicycle Rental: +€50. You are responsible for any parking citations or traffic violations that occur as a result of your use of a bicycle during your ride or after you drop off.
5.2. Towing fee: +€75 for BILLY to rescue the bicycle from the tow lot.
5.3. Ending your ride on the street outside of the Business Area (Blue Zones): +€50.
5.4. Safety violations: If you let someone else ride your bicycle, or use your bicycle in any other way that is unsafe to you or others, including moving violations while riding, we will charge you a €50 fee and may limit your use of the BILLY Service.
5.5. Not reporting damage: €150 or +50%. If you were responsible for damage to a bicycle or equipment and didn’t report it in accordance with article 3.3 of these Terms, we will charge you for the damage, plus a fee of €150 or 50% of the cost of repairing the bicycle damage, whichever is greater.
5.6. Damage. If the User does not report the damage to BILLY in accordance with article 3.3 of these Terms, the User will be liable (see article 8 below).
5.7. Stolen BILLY: If your bicycle is stolen during your Rental and we are unable to recover the vehicle through our tracking technology or other means, BILLY may charge you €1000 (see article 8.1 below).
6. SECURITY DEPOSITS, FEES AND PAYMENT.
6.1. Security Deposit. User may be required to pay BILLY a refundable security deposit, dependent on their Use, or because BILLY determines (at its sole discretion) that the User, or potential User, may present a higher risk than other potential Users.
A deposit may be withdrawn from the User’s bank card in order to:
- Ensure the payment of € 500 the User is liable for in case of accident or theft without third party.
- Ensuring the payment for the use of the BILLY Service.
- Ensuring the return of the bicycle and the payment of damages that are the User’s responsibility.
- Ensuring the payment of penalties incurred by the User in case of non-compliance with its obligations under the Registration and / or Rental.
- Ensuring the payment of all fees that may be caused by any breach of a User’s obligations.
Within 60 days following the termination of the Terms, any security deposit shall be reimbursed to the User, less any amounts owed to BILLY by the User under these Terms. Should the security deposit be insufficient to cover the amounts owed, BILLY reserves the right to take any actions necessary to recover the full amount and charge its User any and all reasonable fees associated with its collection efforts.
6.2. Fees. The User agrees to pay to Billy the monthly Membership Fee, the Rental and other charges and fees as set out in these Terms.
6.3. No Refunds. All fees relating to the Use, including the Rental Fees and other costs and fees as provided in these Terms and the Rate Schedule are final and nonrefundable.
6.4. Method of Payment. User shall pay all fees and costs incurred when due, including application fees, Rental Fees and other costs and fees as provided in these Terms and the Rate Schedule. User agrees that BILLY may charge User’s selected payment method for any such payments. BILLY accepts payments through various payment methods, which may include various credit cards, Stripe, Square, and PayPal. User may be asked to provide BILLY with a credit card number from a card issuer that BILLY accepts in order to activate and/or pay for any fees related to the Services.
6.5. Pre-Authorization. BILLY may seek pre-authorization of User’s credit card account prior to a fee or cost becoming due to verify the credit card is valid and/or has the necessary funds or credit available to cover such fees or costs. Such pre-authorization may be in an amount up to the full replacement cost of a bicycle. These pre-authorizations will reduce User’s available balance by the authorization amount until it is released or reconciled with the actual charge. User should contact its card issuer if it has additional questions regarding when an authorization amount will be removed from a statement. Charges occur within a reasonable time of the transaction or shortly thereafter, and multiple charges during the same period may be aggregated together.
6.6. Disputed Charges. User agrees to submit any disputes regarding any charge to user in writing to BILLY within 60 days of such charge, otherwise such dispute will be waived and such charge will be final and not subject to challenge.
6.7. Delinquent Account. Any User Account which is delinquent will be suspended or terminated solely at BILLY’ discretion. The User must notify BILLY in the event of the credit card on record being changed, expiring, or being no longer valid and replace it with a valid credit card.
7. USER’S DUTIES AND RESPONSIBILITIES
The User declares to BILLY that it has received all reasonable explanations of the content of these Terms, the Rules and the Rate Schedule currently in force and that it has taken all reasonable and prudent measures to ensure that it has correctly understood all of its commitments and obligations.
7.2. WHO MAY OPERATE A BICYCLE?
7.2.1. Non-Users are expressly prohibited from operating a bicycle. Subletting or re-letting of the bicycle to another person, even to another User, is expressly prohibited.
7.2.2. Only persons over the age of 16 may become a User and may operate a bicycle.
7.2.3. Persons over 125 kilograms may not operate a bicycle, as such weight exceeds the maximum weight limit for a bicycle.
7.2.4. Only one person may ride a bicycle at a time.
7.3. PROHIBITED USES
BILLY’s shall not be used as follows:
- To carry a passenger;
- To propel or tow any vehicle, trailer, or other object;
- To “lane split” in moving traffic — riding between lanes of traffic or lanes of traffic and parking in order to pass other vehicles while those vehicles are also moving;
- During a race, competition or to perform tricks;
- By a User while under the influence of drugs or alcohol;
- During the commission of a crime or other illegal activity;
- In a negligent or abusive manner or for any use outside the scope of a bicycle’s intended purpose (violating a traffic law, or receiving a ticket in an accident is not automatically a violation of this provision, but may be an indication that a violation of this provision has occurred);
- By anyone who has provided BILLY with false information in order to become or remain a User;
- Outside the boundaries of the Greater Brussels Area, on roads with speed limits over 70 km/h such as freeways or grade-separated highways, on unpaved roads, or on sidewalks;
- To carry over 20 kilograms of cargo;
- While there is inclement weather, including heavy rain, snow, electrical storms or strong wind, which make it more dangerous to operate a bicycle; or
- While texting, emailing, using a cell phone, or otherwise using a mobile device other than to operate the bicycle that may distract from riding safely or otherwise engaging in any activity that may be prohibited by law.
The foregoing list is not intended to be exhaustive and any unreasonable or inappropriate use of a bicycle, as determined by BILLY in its sole discretion, or any violation of law will be deemed to be a violation of this Terms.
7.4. BICYCLE USE
7.4.1. User must return the bicycle on a public location of choice where bicycle are authorized to park and located within one of the Business Area. The Business Area are visible in the App.
7.4.2. User is responsible for ensuring that a bicycle retains enough charge to be returned in the Business Area. If User fails to so ensure, User will be solely responsible for the reasonable cost (as set out in Annex 1) incurred by BILLY to return the bicycle to the Business Area.
7.4.3. Prior to taking possession of a bicycle, User must inspect the bicycle for evidence of damage and disrepair (e.g., obvious dents, flat tires, out of service rear lights and working brakes). If any damage or disrepair is discovered, User must notify BILLY immediately to avoid being held responsible for such damage or disrepair. If User fails to report any evidence of damage prior to using the bicycle, User may be liable for the cost of repairing the bicycle. For User’s own safety, User is prohibited from operating a bicycle if any of the following equipment is not in good working order: tires, brakes and lights.
7.4.4. Users are responsible for all charges and costs incurred, and any damages, related to the bicycle from the time a User activates a bicycle until the BILLY is returned and secured at its designated location in the Business Area.
7.4.5. Users must operate the bicycle in accordance with these Terms (especially but not limited to this Annex 2) and any operation manuals provided by BILLY.
7.4.6. User must notify BILLY immediately in the event that the bicycle: malfunctions; is damaged; or is stolen. In the event that, through no fault of User, the bicycle malfunctions or is damaged to an extent that it is no longer serviceable and User is no longer able to return the bicycle to its designated location or the bicycle is stolen, the User may use an alternate form of transportation, like a taxi, and BILLY will give the User ride credit of up to €10.
7.4.7. User is responsible for any violations, including but not limited to traffic violations incurred, including fines for late payment and any processing fees, due to User’s use of a bicycle. User agrees to pay for all violations incurred. Such violations must be reported to BILLY as soon as reasonably possible, but in any event, in advance of the deadline to respond to the notice of violation. If User fails to pay for any violations incurred, and BILLY pays such violations, User agrees that BILLY may charge User’s payment method on record in accordance with these Terms.
8. INSURANCES AND INDEMNIFICATION
8.1. Damages, Destruction or Disappearance. User is responsible for the entire amount of any damage, destruction or disappearance caused to BILLY’s property during the entire time a User is responsible for a bicycle if such damage is determined to be the fault of User or not otherwise attributed to a third party.
In the event the bicycle is stolen during the Rental, because of a lack of compliance with the terms and conditions explained here, and we are unable to recover the bicycle through our tracking technology or other means, BILLY will charge the user a fee of €1000.
8.2. Liability Coverage. BILLY does not provide liability coverage for damages arising from a User’s use of a bicycle. The User is responsible for damages to a third party for which the User is liable.
8.3. User agrees to indemnify, defend, and hold BILLY harmless from all losses, liabilities, damages, injuries, claims, demands, costs, and other expenses incurred by BILLY arising from or related to User’s use of a bicycle or any person permitted by User to use a bicycle.
9. LIMITATION OF BILLY’S LIABILITY
9.1. Except to the extent THAT ANY LOSS OR DAMAGE IS due SOLELY to BILLY’ Negligence:
BILLY MAKES NO WARRANTY EXPRESS OR IMPLIED AS TO ANY MATTER WHATSOEVER INCLUDING, WITHOUT LIMITATION, THE CONDITION OF A BICYCLE, ITS MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. BILLY IS NOT LIABLE FOR ANY INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF USER’S USE OF A BICYCLE.
9.2. BILLY shall not be responsible for any loss of, or damage to, any goods in or on the bicycle, including User’s mobile device that is running the App, nor shall it be responsible for any loss or damage to third parties for the actions taken by any User during the period User is responsible for a bicycle.
9.3. BILLY will also not be responsible for the not working of the Services, certainly not in the event of (1) poor internet coverage due to any cause (the User’s network, weather conditions, geographic location, network fallout,…), (2) a lack of GPS signal, (3) a hardware fallout or (4) any event of force majeure.
9.4. BILLY cannot guarantee the availability of a bicycle for use by the User. The use of bicycles by Users is subject to availability, on a first-come, first-served basis, and although BILLY makes an effort to meet the demand for bicycles by Users, BILLY cannot guarantee that supply will be adequate to provide a bicycle to User at any given time. BILLY cannot and does not guarantee the availability or functionality of a bicycle, whether or not reserved, and shall not be responsible for any direct, indirect, incidental or consequential damages or injuries arising from the Reservation, non-availability, supply, operation or use of a bicycle, even if it has been advised of the possibility of such damages.
9.5.BILLY reserves the right to temporary or fully suspend the BILLY Service, without prior notice and for an undetermined duration of time, especially in case of an exceptional events like damaged bicycles, a technical outage, a manifestation in Brussels such as a strike, a change in the traffic rules and regulations or unfavorable climate conditions such as heavy storms and snow.
ANY USE OF A BICYCLE THAT IS PROHIBITED BY THESE TERMS VOIDS ALL INSURANCE, ACCIDENT, OR LIABILITY COVERAGES, INCLUDING ANY CDW (WHERE PERMITTED BY LAW); MAKES USERS SUBJECT TO IMMEDIATE RECOVERY BY BILLY WITHOUT NOTICE TO USER; AND MAKES USER RESPONSIBLE FOR ALL LOSS OR DAMAGE TO, OR CONNECTED WITH THE BICYCLE, INCLUDING BILLY’s’ EXPENSES, TO THE EXTENT THAT SUCH LOSS OR DAMAGE IS DUE TO SUCH PROHIBITED USE.
10. PROCESSING OF PERSONAL DATA
The personal data provided by the User is retained on data files by BILLY, who is responsible for processing the data. When processing such information, BILLY complies with all of its obligations under the Belgian Data Protection Act of 1992.
Data Breach Notification. Notwithstanding User’s determination to opt-out of receiving electronic messages or cease use of the Services, User agrees that in the event an incident occurs in which a third party obtains unauthorized access to User’s personal data provided to BILLY, and where BILLY should become legally obligated to provide notice of such unauthorized access BILLY may provide such notice to User electronically by using the email address or mobile telephone number provided by User.
- EFFECTIVE DATE, TERM, TERMINATION AND SUSPENSION OF THE SERVICES
These Terms shall be in force upon BILLY acceptance of User’s Registration and shall remain in force for an unlimited duration until terminated pursuant to this article 11 or as otherwise provided in the Terms, as applicable.
11.1. Termination by User. User may terminate its Registration and thereby it’s Use at any time without cause upon a one week written notice to BILLY. In order to be effective, notice of termination must be sent to BILLY by email at email@example.com.
The termination by the User can only be effective once all due amounts have been paid to BILLY.
11.2. Termination by BILLY. BILLY may terminate a User’s Registration and thereby its Use at any time without cause upon one week written notice to User.
BILLY may, at any time, without notice, immediately terminate the Agreement if the User fails to pay any sum due under these Terms or breaches any of its obligations under these Terms.
BILLY may, at any time, without notice, immediately terminate the Agreement if the User does not comply with any term or condition specified in the Agreement or the Website or App.
In case of termination, the User agrees to return immediately to BILLY any bicycle, or any other article User might have in its possession under the Use.
User agrees to pay any attorneys’ fees, court costs or costs of other legal procedures necessary for BILLY to recover any amounts due and owed, the bicycle or any other object the User might have in its possession under these Terms.
User shall be responsible for any fees or costs incurred up to and including the date of termination.
11.3. Suspension of the Services. BILLY reserves the right to temporarily suspend a User’s access to the Services at its sole discretion.
12. MISCELLANEOUS PROVISIONS
12.1. These Terms are subject to Belgian law. Any dispute arising from the performance and consequences thereof will be brought before the courts of the judicial district of Brussels, which the parties expressly recognize as having sole jurisdiction even in the event of summary procedure, introduction of third parties or plurality of defendants.
12.2. By providing User’s mobile telephone number to BILLY, User consents to receive text messages from BILLY relating to the provision of the Services. Notices are deemed received as of the time delivered. BILLY may periodically send User messages of an informational or advertising nature via email. User may choose to “opt-out” of receiving these messages by selecting the “opt-in” or “opt-out” link, as the case may be, at the foot of every such email, or by replying to a text message with the word STOP.
User acknowledges and agrees that notwithstanding User’s request to opt out from such messages, BILLY may still send and User may still receive emails or text messages reasonably required for the proper conduct of the Services. If User does not wish to receive any messages from BILLY, User must terminate its Use and cease using the Services.
12.3. Business Membership Agreement. Under these Terms, an employee or member of a business or other legal entity entered into a Business Membership Agreement shall be treated as a User for purposes of these Terms. The entity and such User are jointly and severally responsible for their commitments to BILLY and for any claim or other action BILLY might take against them.
12.4. Assignment. These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by User, but may be assigned by BILLY without restriction. Any assignment attempted to be made by User in violation of this article shall be void. These Terms will be binding upon and inure to the benefit of the parties hereto, and permitted successors and assigns.
12.5. Severability. If any part of these Terms is found invalid or unenforceable by a court of competent jurisdiction, the remainder of these Terms shall be interpreted so as to reasonably affect the intention of the parties. The parties further agree to substitute for the invalid provision a valid provision that most closely approximates the intent and economic effect of the invalid provision.
12.6. Force Majeure. Neither party will be liable for any delay or failure in performance to the extent the delay or failure is caused by events beyond the party’s reasonable control, including, inter alia, a significant failure of the Internet, fire, flood, explosion, strike, or civil or military authority.
12.7. Entire Agreement. These Terms constitute the entire agreement between the parties hereto regarding the subject matter contained herein and the parties acknowledge that they have not relied on any promise, representation, or warranty that is not contained in these Terms.