Billing Services, Inc. d/b/a Bank VOD ("BSI" or “we”, “us” and/or “our”) welcomes you. BSI provides access to BSI Services (defined below) to you subject to these Terms and Conditions ("TAC"), which may be updated by us from time to time without notice to you. You can review the most current version of these TAC at any time at http://www.bankvod.com. By accessing the BSI Services, you accept and agree to be bound by the terms and provision of these TAC. In addition, when using BSI Services you shall be subject to any posted guidelines or rules applicable to such services, which may be posted and modified from time to time. All such guidelines or rules are hereby incorporated by reference into these TAC. Your continued use of the BSI Service following BSI’s notice or posting of changed TAC will constitute your acceptance of such changes. It is your responsibility to check regularly for changes to these TAC and ensure that any contact information you provide to BSI is updated and correct. After you have enrolled for the BSI Service, as noted below, if these TAC or any future changes are unacceptable to you, your sole remedy is to cancel your participation in the BSI Service.
BY COMPLETING THE ENROLLMENT PROCESS AND CLICKING THE "I ACCEPT" BUTTON, AND IN CONSIDERATION OF YOUR USE OF THE BSI SERVICES YOU: (a) agree to be bound by these TAC, and (b) represent, covenant and warrant that, (i) if you are an individual, you are 18 years old or older or; if you are an entity, that you are a corporation, partnership, or other legal entity duly formed in good standing where required to do business with all legal authority, and (ii) you have the power and authority to enter into and perform under these TAC, and you are not a person (or an entity, and/or representing an entity) barred from receiving the BSI Services under the laws of the United States or other applicable jurisdiction.
You also agree to: (a) provide true, accurate, current and complete information, including but not limited to your email address, and billing and payment-related information and other account information, about yourself and any entity, as prompted by the BSI Service's enrollment form, or otherwise ("Your Data"), (b) maintain and promptly update Your Data to keep it true, accurate, current and complete, and (c) carefully and fully follow all BSI instructions, such as filling out and transmitting a cover sheet.
In addition, you represent, warrant, and covenant that: (i) your use of a BSI Service is solely for lawful purposes, (ii) all information you provide to BSI in whatever media or medium is free of viruses, Trojan horses, trap doors, backdoors, Easter eggs, logic bombs, worms, time bombs, cancelbots, and/or other computer programming routines that may potentially damage, interfere with, intercept, or expropriate any BSI data, information, systems and/or equipment, (iii) submission of information by you to BSI will not: cause damage to a user’s computer, download a software application(s), change a user’s settings, or create a series of multiple, sequential, stand-alone advertisements (including by pop-up window or pop-under window), (iv) the information you provide to BSI, and/or any act or omission by you relating to the BSI Services: (a) do not violate any applicable law, statute, directive, ordinance, treaty, contract, or regulation, or BSI policies or guidelines (collectively, “Laws”), (b) do not infringe any copyright, patent, trademark, trade secret, or other intellectual property right of any person or entity, (c) do not breach any duty toward, or rights of, any person or entity, including rights of publicity and/or privacy, (d) are not false, deceptive, misleading, unethical, defamatory, libelous, or threatening, and (e) do not (as determined by BSI) reflect poorly on or tarnish the reputation or goodwill of BSI, (v) you will not reverse engineer, disassemble, reconstruct, decompile, copy, or create derivative works of any BSI Service, or any aspect or portion thereof, (vi) you will not alter or remove any identification, trademark, copyright, or other notice from any aspect of the BSI Services, and (vi) you will comply with any trade sanction, and/or import or export regulation that applies to your use of the BSI Services, and obtain all necessary licenses to use, export, re-export, or import BSI Services, as applicable.
If you provide any information that is untrue, inaccurate, not current or incomplete, fail to promptly update Your Data to keep it true, accurate, current and complete, and/or you are in breach of these TAC, and/or BSI has grounds to suspect that (i) information you provided is untrue, inaccurate, not current or incomplete, and/or such information is in violation of these TAC, and/or (ii) you are and/or or shall be in breach of these TAC, in addition to all other rights and remedies available to BSI, BSI has the right to suspend or terminate your account and refuse any and all current or future use of the BSI Services (or any portion thereof).
BSI provides you with access to the following, which may be modified, amended, deleted or added to at any time without notice: Verification of Deposit, Re-Verification/Quality Audit, Business Inquiry, Verification of Mortgage, Loan Payoff, Verification of Employment, advertisements, communications from BSI (such as, but not limited to service announcements, administrative messages and the BSI newsletter), if any, this and/or any other website and/or web presence of BSI, and/or any new features and/or services that augment or enhance the foregoing (collectively, “BSI Services”). Unless explicitly stated otherwise in a prior signed writing by an authorized representative of BSI, the BSI Services shall be subject to these TAC. You are responsible for obtaining access to the BSI Services, and that access may involve third-party fees (such as Internet service provider or airtime charges). You are responsible for those fees, including those fees associated with the display or delivery of advertisements. In addition, you must provide and are responsible for all equipment necessary to access the BSI Services.
You understand that the technical processing and transmission of the BSI Services, including your Content (defined below), may involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices.
Your Data and certain other information about you are subject to our applicable privacy policy. For more information, see the full BSI Privacy Policy at http://bankvod.com/privacy.html. You understand that through your use of the BSI Services you consent to the collection and use (as set forth in the applicable privacy policy) of this information, including the transfer of this information to the United States and/or other countries for storage, processing and use by BSI and its subsidiaries and/or affiliates.
You will receive a password and account designation upon completing the BSI Services’ enrollment process. You are responsible for maintaining the confidentiality of the password and account and are fully responsible for all activities that occur under your password or account. You agree to (a) immediately notify BSI of any unauthorized use of your password or account or any other breach of security, and (b) ensure that you exit from your account at the end of each session. BSI cannot and will not be liable for any loss or damage arising from your failure to comply with this Section 5.
You understand that all information, data, text, software, music, sound, photographs, graphics, video, messages, tags, and/or other materials ("Content"), whether publicly posted or privately transmitted, are the sole responsibility of the person from whom such Content originated. This means that you, and not BSI, are entirely responsible for all Content that you upload, post, email, transmit or otherwise make available via the BSI Services, even if on a form or media provided by BSI. BSI does not control the Content posted by you or anyone else via the BSI Services, including but not limited to that the forms provided by BSI are subject to the input of financial institutions, employers, and/or other third parties, and, as such, BSI does not warrant and/or guarantee the accuracy, integrity or quality of such Content and/or forms. BSI does not claim ownership of Content you or parties other then BSI submit or make available for inclusion on the BSI Services, however, with respect to Content you submit or make available on in relation to BSI Services, including but not limited to any BSI website, you grant BSI the perpetual and free right to use your Content in connection with the provision of the BSI Services. Under no circumstances will BSI be liable in any way for any Content and/or forms, including, but not limited to, any errors or omissions in any Content and/or forms, and/or any loss or damage of any kind incurred as a result of the use of any Content and/or forms, posted, emailed, transmitted or otherwise made available via the BSI Services.
You agree to not use the BSI Services to:
You acknowledge that BSI may or may not pre-screen Content, but that BSI and its designees shall have the right (but not the obligation) in their sole discretion to pre-screen, refuse, or remove any Content that is available via the BSI Services. Without limiting the foregoing, BSI and its designees shall have the right to remove any Content that violates these TAC or, in BSI’s sole opinion, is otherwise objectionable. You agree that you must evaluate, and bear all risks associated with the use of any Content, including but not limited to any forms provided by BSI, including, but not limited to any reliance on the accuracy, completeness, or usefulness of such Content. In this regard, you acknowledge that you may not rely on any Content and/or forms created by BSI or submitted to BSI.
You acknowledge, consent and agree that BSI may access, preserve and disclose your account information and Content if required to do so by law or in a good faith belief that such access preservation or disclosure is reasonably necessary to: (i) comply with legal process; (ii) enforce these TAC; (iii) respond to claims that any Content violates the rights of third parties; (iv) respond to your requests for customer service; (v) to provide the BSI Services, and/or (vi) protect the rights, property or personal safety of BSI, its users and/or the public.
You understand that the BSI Services and software embodied within the BSI Services may include security components that permit digital materials to be protected, and that use of these materials is subject to usage rules set by BSI and/or content providers who provide content to the BSI Services. You shall not attempt to override or circumvent any of the usage rules embedded into, or otherwise with, the BSI Services. Any unauthorized reproduction, publication, further distribution or public exhibition of the materials provided on the BSI Services, in whole or in part, is strictly prohibited.
When you enroll with BSI, you acknowledge that in using the BSI Services to send electronic communications you will be causing communications to be sent through BSI's computer networks, portions which may be located in various locations in the United States and/or abroad. As a result, and also as a result of BSI's network architecture and business practices and the nature of electronic communications, even communications that seem to be intrastate in nature can result in the transmission of interstate communications regardless of where you are physically located at the time of transmission. Accordingly, by agreeing to these TAC, you acknowledge that use of the service results in interstate, or even international data transmissions.
Recognizing the global nature of the Internet, you agree to comply with all local rules regarding online conduct and acceptable Content. Use of the BSI Services and transfer and posting of data via the BSI Services may be subject to the export and import laws of the United States and/or other countries. You agree to comply with all applicable export and import laws and regulations. In particular, you: (a) represent that you are not a party identified on any government export exclusion list, including but not limited to the U.S. Denied Persons, Entity, and Specially Designated Nationals Lists, nor will you transfer software, technology, and other technical data via the BSI Services to parties identified on such lists; (b) agree not to use the BSI Services for military, nuclear, missile, chemical or biological weaponry end uses in violation of U.S. export laws; (c) agree not to transfer, upload, or post via the BSI Services any software, technology or other technical data in violation of U.S. or other applicable export or import laws.
By submitting ideas, suggestions, documents, and/or proposals ("Contributions") to BSI through its suggestion or feedback webpages, you acknowledge and agree that: (a) your Contributions do not contain confidential or proprietary information; (b) BSI is not under any obligation of confidentiality, express or implied, with respect to the Contributions; (c) BSI shall be entitled to use or disclose (or choose not to use or disclose) such Contributions for any purpose, in any way, in any media worldwide; (d) BSI may have something similar to the Contributions already under consideration or in development; (e) your Contributions automatically become the property of BSI without any obligation of BSI to you; and (f) you are not entitled to any compensation or reimbursement of any kind from BSI under any circumstances.
You agree to indemnify and hold BSI, its subsidiaries and affiliates, and each of it and their owners, directors, officers, agents, employees, partners, representatives. contractors, and licensors (collectively, the “BSI Indemnitees”) harmless from any claim or demand, including, but not limited to reasonable attorneys' fees, made by any third party due to or arising out of Content you submit, post, transmit, modify or otherwise make available through the BSI Services, your use of the BSI Services, your connection to the BSI Services, your violation of these TAC, your obligations set forth in these TAC and/or applicable Law, and/or your violation of any rights of another.
You agree not to reproduce, duplicate, copy, sell, trade, resell or exploit for any commercial purposes, any portion or use of, or access to, the BSI Services (including but not limited to Content, advertisements, software, web design, and/or your BSI ID).
You acknowledge that BSI may establish general practices and limits concerning use of the BSI Services, including without limitation the maximum number of days that email messages, message board postings or other uploaded Content will be retained by the BSI Services, the maximum number of email messages that may be sent from or received by an account on the BSI Services, the maximum size of any email message that may be sent from or received by an account on the BSI Services, the maximum disk space that will be allotted on BSI's servers on your behalf, and the maximum number of times (and the maximum duration for which) you may access the BSI Services in a given period of time. You agree that BSI has no responsibility or liability for the deletion or failure to store any messages and other communications or other Content, including but not limited to forms, maintained or transmitted by or to the BSI Services. You acknowledge that BSI reserves the right to log off accounts that are inactive. You further acknowledge that BSI reserves the right to modify these general practices and limits at any time without notice.
BSI reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the BSI Services (or any part thereof) with or without notice. You agree that BSI shall not be liable to you or to any third party for any modification, suspension or discontinuance of the BSI Services, or any part thereof.
You may terminate your BSI account, any associated email address and access to the BSI Services by submitting such termination request to BSI.
You agree that BSI may, without prior notice, immediately terminate, limit your access to or suspend your BSI account and access to the BSI Services. Cause for such termination, limitation of access or suspension shall include, but not be limited to, (a) breaches or violations of these TAC or other incorporated agreements or guidelines, (b) requests by law enforcement or other government agencies, (c) discontinuance or material modification to the BSI Services (or any part thereof), (d) unexpected technical or security issues or problems, (e) a period(s) of inactivity, (f) engagement by you in fraudulent or illegal activities in the sole opinion of BSI, (g) nonpayment of any fees owed by you in connection with the BSI Services, and/or you are subject to any proceeding under the Bankruptcy Act or similar laws. Further, you agree that all terminations, limitations of access and suspensions shall be made in BSI's sole discretion and that BSI shall not be liable to you or any third party for any termination of your account or access to the BSI Services.
Termination of your BSI account includes any or all of the following: (a) removal of access to all or part of the offerings within the BSI Services, (b) deletion of your password and all related information, files and content associated with or inside your account (or any part thereof), and (c) barring of further use of all or part of the BSI Services, including but not limited to this website(s).
We may require reactivation charges to renew any BSI Service after termination or suspension. Upon termination for any or no reason, you are responsible for paying all amounts and charges owing under these TAC prior to and/or after termination, including, but not limited to any applicable cancellation fee(s). You agree to pay all costs including attorney’s fees, collection costs and court costs we incur in enforcing these TAC, and/or any provision thereof, through any appeal.
Your correspondence or business dealings with financial institutions, employers, and/or other third parties found on or through the BSI Services, including payment and delivery of related goods or services, and any terms, conditions, warranties or representations associated with such dealings, are solely between you and such financial institutions, employers, and/or other third parties . You agree that BSI shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such financial institutions, employers, and/or other third parties on or through the BSI Services.
The BSI Services may provide, or third parties may provide, links to other World Wide Web sites or resources. You acknowledge and agree that BSI is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any Content, advertising, products or other materials on or available from such sites or resources. You further acknowledge and agree that BSI shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such Content, goods or services available on or through any such site or resource.
You acknowledge and agree that the BSI Services and any necessary software used in connection with the BSI Services ("Software") contain proprietary and confidential information that is protected by applicable intellectual property and other laws. You further acknowledge and agree that Content contained in advertisements or information presented to you through the BSI Services or by advertisers is protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws. Except as expressly permitted by applicable law or as authorized by BSI or the applicable licensor (such as an advertiser), you agree not to modify, rent, lease, loan, sell, distribute, transmit, broadcast, publicly perform or create derivative works based on the BSI Services, such Content or the Software, in whole or in part, and/or to compete directly and/or indirectly with BSI. Without limiting the foregoing, these TAC does not transfer from BSI to you any BSI developed, licensed, or owned technology, and all rights, title, and interest in and to such technology will remain solely with BSI. You will not attempt to prohibit or enjoin BSI at any time from utilizing any skills or knowledge of a general nature acquired during the course of providing BSI Services, including, without limitation, information publicly known or available or that could reasonably be acquired in similar work performed for another customer of BSI. BSI may be required to disclose information to individuals asserting rights under the Digital Millennium Copyright Act, and you expressly authorize BSI to comply with any and all lawful notices, subpoenas, court orders, or warrants without prior notice to you. You agree not to access the BSI Services by any means other than through the interface that is provided by BSI for use in accessing the BSI Services.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT:
YOU EXPRESSLY UNDERSTAND AND AGREE THAT BSI, ITS SUBSIDIARIES AND AFFILIATES, AND EACH OF IT AND THEIR OWNERS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, REPRESENTATIVES, CONTRACTORS, PARTNERS AND LICENSORS (i) SHALL NOT BE LIABLE TO YOU FOR ANY PUNITIVE, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF BSI AND/OR A BSI INDEMNITEE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), (II) SHALL NOT BELIABLE TO YOU FOR ANY NEGLIGENT ACT OR OMISSION, (iii) SHALL NOT BE LIABLE TO YOUFOR ANY STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON AND/OR RELATING TO THE BSI SERVICE, INCLUDING BUT NOT LIMITED TO THOSE OF FINANCIAL INSTITUTIONS AND/OR EMPLOYERS, AND (iii) SHALL ONLY BE LIABLE TO YOU FOR DIRECT DAMAGES IN THE AMOUNT OF FEES YOU HAVE ACTUALLY PAID TO BSI FOR THE BSI SERVICE OR PART THEREOF WHICH IS THE SUBJECT OF YOUR CLAIM.
20. BILLING AND PAYMENT.
There are three (3) methods to pay for BSI Services:
You shall pay or otherwise be responsible for all federal, state, or local sales, use, excise, gross receipts, municipal fees, transfer, transaction, property, fund, or similar taxes, fees, or surcharges (hereinafter "Tax") imposed on, or with respect to, the BSI Services. Without limiting the foregoing, BSI reserves the right to charge a tax recovery fee to recover the cost/tax incurred to transport your document across our telecommunications and/or Internet infrastructure. This fee is charged on a per invoice basis.
Time is of the essence for payment under any method. Acceptance of late or partial payments (even if marked "Paid in Full") shall not waive any of our rights to collect the full amount due under these TAC. Notice of any payment disputes must be in writing and received by BSI at our address as set forth on the applicable BSI Website, invoice and/or statement, within ten (10) days after the invoice date or you waive any objection. Any payments not received by the payment date are subject to a late payment fee equal to the lesser of, as of each such date, the rate of 1.25% per month (which is an annual percentage rate of fifteen percent (15%) or the maximum rate permitted by applicable law.
21. NO THIRD-PARTY BENEFICIARIES/OUR RELATIONSHIP
You agree that there are and shall be no third-party beneficiaries to this agreement. These TAC will not establish any relationship of partnership, joint venture, employment, franchise, or agency between BSI and you. Neither BSI nor you will have the power to bind the other or incur obligations on the other's behalf without the other's prior written consent, except as otherwise expressly provided in these TAC.
22. NOTICE
BSI may provide you with notices, including those regarding changes to these TAC, including by but not limited to email, regular mail, SMS, MMS, text message, postings on the BSI Services, or other reasonable means now known or hereafter developed. Such notices may not be received if you violate these TAC by accessing the BSI Services in an unauthorized manner. Your agreement to these TAC constitutes your agreement that you are deemed to have received any and all notices that would have been delivered had you accessed the BSI Services in an authorized manner.
23. TRADEMARK INFORMATION
You agree that all of BSI’s trademarks, trade names, service marks and other BSI logos and brand features, and product and service names are trademarks and the property of BSI (the "BSI Marks"). Without BSI's prior permission, you agree not to display or use in any manner the BSI Marks.
“Confidential Information” means any information disclosed to you by BSI, either directly or indirectly, in writing, orally, or by inspection of tangible objects, other than information that you can establish: (i) was publicly known and made generally available in the public domain prior to the time of disclosure to you by BSI, (ii) becomes publicly known and made generally available after disclosure to you by BSI other than through your action or inaction, or (iii) is in your possession, without confidentiality restrictions, prior to the time of disclosure by BSI, as shown by your files and records. You will not at any time: (i) sell, license, and/or transfer any Confidential Information, (ii) disclose or otherwise make available to any person or entity any Confidential Information, and/or (iii) access, use, reproduce, or copy any Confidential Information, except as necessary in connection with the purpose for which such Confidential Information is disclosed to you and in accordance with these TAC. You will take all measures to protect the secrecy of, and to avoid disclosure and/or unauthorized use of, the Confidential Information. If required by law to disclose Confidential Information, you may do so provided that: (i) you give BSI prompt written notice of such requirement prior to such disclosure, (ii) at BSI’s request, you assist BSI in obtaining an order protecting the Confidential Information from public disclosure, and (iii) any such disclosure is limited to the minimum extent necessary to comply with the legal requirement. All Confidential Information will remain BSI’s personal property, and all documents, electronic media, and other items containing or relating to any Confidential Information must be delivered to BSI, destroyed, or uninstalled immediately upon BSI’s request, or upon termination of your use or access to BSI Services. Notwithstanding anything to the contrary in these TAC or the applicable Privacy Policy, all data and information gathered or received by us in connection with providing the BSI Services and all information described in the applicable Privacy Policy may be shared with and used by certain third parties selected by BSI only in anonymous form. You may not issue any press release or other public statement regarding these TAC, the BSI Service, BSI, and/or a BSI Indemnitee, without BSI’s prior written consent.
Entire Agreement/No Assignment. These TAC constitutes the entire agreement between you and BSI and governs your use of the BSI Services, including, but not limited to the BSI website(s), superseding any prior version of these TAC and/or any agreement or understanding, oral or written, between you and BSI with respect to the BSI Services. You also may be subject to additional terms and conditions that may apply when you use or purchase certain BSI services, affiliate services, third-party content or third-party software. These TAC may only be amended in a writing approved in writing by BSI. You may not assign, sublicense, or transfer any right or obligation pursuant to these TAC and/or the BSI Services, including but not limited to your agreeing that your BSI account is non-transferable by you, including but not limited to any rights to your BSI ID or contents within your account.
Choice of Law/Forum/Non-consolidation/Statute of Limitations. You and BSI each agree that these TAC and the relationship between the you and BSI (and the BSI Indemnitees) shall be governed by the laws of the State of Illinois without regard to its conflict of law provisions and that any and all claims, causes of action or disputes (regardless of theory) arising out of or relating to these TAC, or the relationship between you and BSI, shall be brought exclusively in the courts of competent located within Cook County, State of Illinois, USA. You and BSI agree to submit to the personal jurisdiction of the courts of competent jurisdiction located within Cook County, State of Illinois, USA, and agree to waive any and all objections to the exercise of jurisdiction over you and/or BSI by such courts and to venue in such courts. Any claim or cause of action against BSI will be adjudicated on an individual basis and will not be consolidated in any proceeding with any claim or controversy of any other party. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to the BSI Services and/or these TAC must be filed within one (1) year after such claim or cause of action arose or be forever barred.
Waiver and Severability of Terms. The failure of BSI to exercise or enforce any right or provision of these TAC shall not constitute a waiver of such right or provision. If any provision of these TAC is found by a court of competent jurisdiction to be invalid, you and BSI nevertheless agree that the court should endeavor to give effect to the intentions as reflected in the provision, and the other provisions of these TAC remain in full force and effect.
Force majeure. BSI shall not be liable for any failure or delay in its performance under these TAC due to any cause beyond its reasonable control, including, but not limited to, acts of war, acts of terrorists, acts of God, earthquake, flood, embargo, riot, sabotage, labor shortage or dispute, governmental act, failure of the Internet, and/or telecommunications carrier.
Survival. The provisions of Sections 2 (third paragraph only), 4 (second sentence only), 5 (second and third sentences only), 6, 8, 9, 10, 11, 12, 13, 14 (third sentence of the second paragraph, and the complete third and fourth paragraphs only), 15, 16 (second and third sentences only), 17, 18, 19, 20 (third sentence of subsection A, and the complete subsections B and C, and the complete second and third paragraphs only), 21, 22, 23, 24, and 25 survive any termination or expiration, if any, of these TAC.
Headings. The section titles in these TAC are for convenience only and have no legal or contractual effect.