Terms of Service

Last Updated: April 26, 2020

Little Bill SAS, (“Little Bill” or “we”) provides expense management software, invoicing, bill processing, retail information, coupons management, loyalty management, applications and other related financial tools and services. These offerings are provided by Little Bill through an application you download to your mobile device (the “Application”) and at the Internet site https://www.littlebill.io/ (the “Site” and, together with any related software, tools and services provided in connection with the Application or Site, the “Little Bill Service”).

Please read carefully the following terms and conditions (“Terms of Service”), as well as the following separate program terms, which are incorporated herein by reference into this Terms of Service: the Privacy Policy (which may be found on our website at https://www.littlebill.io/privacy ). These Terms of Service govern your access to and use of the Little Bill Service and all Site Content and constitute a binding legal agreement between you and Little Bill.

YOU ACKNOWLEDGE AND AGREE THAT, BY CLICKING ON THE “ACCEPT TERMS” BUTTON, REGISTERING FOR A LITTLE BILL ACCOUNT OR CORPORATE SERVICE, DOWNLOADING OF THE APPLICATION OR ANY APPLICATION UPGRADES, USING THE APPLICATION ON YOUR MOBILE DEVICE, OR ACCESSING OR USING THE LITTLE BILL SERVICE, OR BY DOWNLOADING, SUBMITTING OR POSTING ANY CONTENT FROM, OR ON, OR THROUGH THE LITTLE BILL SERVICE, OR BY ENTERING INTO A STATEMENT OF WORK WITH LITTLE BILL, YOU ARE INDICATING THAT YOU HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY THESE TERMS OF SERVICE. IF YOU DO NOT AGREE TO THESE TERMS OF SERVICE, THEN YOU HAVE NO RIGHT TO ACCESS OR USE THE LITTLE BILL SERVICE OR SITE CONTENT. If you accept or agree to these Terms of Service on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to these Terms of Service and, in such event, “you” and “your” will refer and apply to that company or other legal entity.

Definitions

  • “Content” means text, graphics, photos, music, software, audio, video, information or other materials.
  • “Corporate Member” means a Member that is a company or other legal entity, rather than an individual.
  • “Little Bill Content” means Content that Little Bill makes available through the Site or Little Bill Service, including any Content licensed to Little Bill from a third party, but excluding Member Content.
  • “Financial Data” means your bank balance, transaction, and account information accessible to Little Bill through Linked Accounts or Third-Party Services.
  • “Hardware Device” means our partners’ retailer’s device plug-in to the cash register allowing the transfer of the digital receipts and additional data to the Application Little Bill. The “Hardware Device” is provided to the retailers under a different contract and under different Terms of Services specified and agreed with our partners Retailers.
  • “Issuer” means the bank or financial institution that is a member of the Card Network indicated on Cards and is responsible for issuing the Cards to you.
  • “Linked Account” means any account that is held with a financial institution or that provides financial data and is linked to or authorized for use through your Account.
  • “Member” means a person or entity who completes Little Bill’s account registration process, as described under “Account Registration” below.
  • “Member Content” means Content that a Member posts, uploads, publishes, submits or transmits to be made available through the Little Bill Service, including, without limitation, comments to the Little Bill blog.
  • “Site Content” means Little Bill Content and Member Content.
  • “Third-Party Services” means services and data provided by third parties connected to or provided through the Little Bill Service. Third-Party Services include payment processors and applications used to monitor Linked Accounts.
  • “Third-Party Service Provider” means an affiliate or other third party that provides other services related or connected to, or provided through the Little Bill Service and an Account.

Modification

Little Bill reserves the right, at its sole discretion, to modify, discontinue or terminate the Little Bill Service or to modify these Terms of Service, at any time and without prior notice. If we modify these Terms of Service, we will post the modification on the Site or provide you with notice of the modification. We will also update the “Last Updated Date” at the top of these Terms of Service or on the Site or Application. By continuing to access or use the Little Bill Service after we have posted a modification on the Site or Application or have provided you with notice of a modification, you are indicating that you agree to be bound by the modified Terms of Service. If the modified Terms of Service are not acceptable to you, your only recourse is to cease using the Little Bill Service.

Certain portions of the Little Bill Service may, or may in the future, have different terms and conditions posted on the Site or may require you to agree with and accept additional terms and conditions. Little Bill may, in its sole discretion, make premium or different applications, software or services available to you that is subject to different terms and conditions and narrower licenses than as set forth therein. If there is a conflict between these Terms of Service and terms and conditions posted for a specific portion of the Little Bill Service, the latter terms and conditions shall take precedence with respect to your use of or access to that portion of the Little Bill Service.

Statement of Work

If you are a party to a Statement of Work between you and Little Bill (a “Statement of Work”), these Terms of Service shall begin on the Effective Date of the Statement of Work and, unless terminated as otherwise provided herein, shall continue through the term set forth in the Statement of Work (the “SOW Term”) and will automatically renew for a successive one (1) year term following the end of each SOW Term, unless either party notifies the other, not less than ninety (90) days prior to the end of the then current SOW Term, of its intention not to renew.

Either party to a Statement of Work may, by written notice, request any changes, additions, deletions, or modifications to any Statement of Work. No changes to a Statement of Work will be effective until a written amendment has been signed by both Parties. If any such change affects the amount due or the time of performance thereunder, the Parties shall negotiate in good faith a mutually acceptable appropriate adjustment.

In the event of conflict or inconsistency between these Terms of Service and those of any Statement of Work, the Statement of Work shall control.

Eligibility

By accessing or using the Little Bill Service you represent and warrant to Little Bill that: (i) you are of legal age to form a binding contract, or, if you are a minor, you have your parent’s permission to use the Little Bill Service, and your parent has read and agrees to these Terms of Service on your behalf; (ii) all registration information you submit is accurate, current and complete; (iii) you will maintain the accuracy and completeness of such information; (iv) if you are accepting these Terms of Service on behalf of a company or other legal entity, you have the authority to bind that company or legal entity to these Terms of Service. You also certify that you are legally permitted to use and access the Little Bill Service and take full responsibility for the selection and use of and access to the Little Bill Service. These Terms of Service are void where prohibited by law, and the right to access the Little Bill Service is revoked in such jurisdictions.

Privacy

See Little Bill’s Privacy Policy at https://www.littlebill.io/privacy for information and notices concerning Little Bill’s collection and use of your personal information.

Account Registration

In order to access the Little Bill Service, you must register to create an account (“Account”) and become a Member. When registering with Little Bill you agree to: (a) provide true, accurate, current and complete information about yourself (or, if applicable, the Corporate Member you represent) as prompted by the Little Bill Service’s registration form (such information being the “Registration Data”) and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or we have grounds to suspect that such information is untrue, inaccurate, not current or incomplete, we may suspend or terminate your account and refuse any and all current or future use of the Little Bill Service (or any portion thereof).

If you will be participating in Little Bill’s Corporate services, you may be required to provide certain Personal Data (as described more fully in Privacy Policy) and connect at least one Corporate Member Linked Account. Personal Data may include business information (such as registered business name and state of incorporation for Company, the business address, ownership details, Financial Data, actual or anticipated revenue, the nature of the business, and details from Linked Accounts and other business information we may request from time to time), as well as the name, contact information, and date of birth of Users or beneficial owners, the social security number of beneficial owners/controlling officers (requesting users), and documentary information used to verify the business and Personal Data.

You may not authorize any third party (other than, if applicable, the employees, consultants, Users, or agents of the Corporate Member you represent) to access or use the Little Bill Service on your behalf. You are responsible for maintaining the confidentiality of the user ID and password are fully responsible for all activities that occur under your user ID or password. You agree to immediately notify Little Bill of any unauthorized use of your user ID or password or Services, or any other breach of security, and will (if allowed by the Little Bill Service) immediately disable User access to the Little Bill Service where you know or believe your service or Hardware Device have been compromised or stolen or may be misused. Little Bill cannot and will not be liable for any loss or damage arising from any unauthorized use of your account or Hardware device.

Communication with Little Bill

You verify that any contact information provided to Little Bill, including, but not limited to, your e-mail address and mobile phone number is true and accurate. By providing us with your email address, you agree to receive notices electronically, to that email address. From time to time, Little Bill will use this email address to send you notifications about product updates and improvements, company news and events, and updates from our community. You further verify that you are the telephone subscriber and/or that you own any telephone numbers that you provide to Little Bill. You acknowledge that by voluntarily providing your telephone numbers to Little Bill, you expressly agree to be contacted at the telephone numbers you provide. You consent to receive e-mails, pre-recorded voice messages and/or autodialed calls (including text messages) by or on behalf of Little Bill relating to this Agreement, any transaction with Little Bill, matters related to your account, and promotions from Little Bill. These communications may be made by or on behalf of Little Bill, even if your phone number is registered on any state or federal Do Not Call list. You acknowledge that you may incur a charge for these texts or calls by your telephone carrier and that Little Bill will not be responsible for these charges.

Fees and Payment

In the future, by establishing a Little Bill Premium account, you agree to the pricing, payment, and billing policies set forth (a) herein, (b) on the Site (including our pricing page located at ( https://www.littlebill.io/pricing ) and/or (c) if applicable, in a separately executed or accepted purchase order. The use of various offerings within the Little Bill Service, including but not limited to expense reporting, SmartScan, personalized retailers’ offers, loyalty programs and some functionalities of Bill Processing, are governed by additional terms set forth on the Site (such additional terms being incorporated herein by reference). All fees paid for the Little Bill Service are non-refundable and non-transferable except as expressly provided in these Terms of Service. All fees and applicable taxes, if any, are payable in United States dollars. You are solely responsible for the payment of, and shall pay when due, all applicable sales and use taxes and similar fees now in force, enacted or imposed in the future on the delivery of Little Bill Service and/or any related transactions (except for taxes assessed on Little Bill’s net income or personal property). If for any reason Little Bill pays any such taxes, duties or excises, you will reimburse Little Bill for such taxes, duties or excises, other than taxes on Little Bill’s net income.

The term of your Little Bill Service package is as set forth on the Site and in your billing account details. If your selected Little Bill Service package requires a recurring subscription fee, your Little Bill Service package will automatically renew, unless you change your billing settings to month-to-month, we terminate it, or you notify us by email ([email protected]) of your decision to terminate your current Little Bill Service package. You must cancel any automatically renewing Little Bill Service package before it renews in order to avoid billing of subscription fees for the renewal term to your credit card. All fees and charges are nonrefundable and there are no refunds or credits for partially used periods. If your Little Bill Service package is for a term of 12 months or longer, your subscription is deemed to have begun during the month in which you were first billed by Little Bill for the Little Bill Service package (or, in the event that you add more Users to your Little Bill Service package after beginning your subscription, from the month in which you were first billed for those additional Users). You may terminate Little Bill Service packages with terms of 12 months or longer at any time; however, because such Little Bill Service packages may qualify for reduced rate pricing, upon termination Little Bill will bill you for an amount equal to the difference between the reduced rate you actually paid, and the amount you would have paid under a standard rate Little Bill Service package.

License granted by Little Bill

Subject to your compliance with these Terms of Service, Little Bill grants you a limited non-exclusive, non-transferable license to download and install a copy of the Application on your mobile device and run such copy of the Application solely for your own personal or business use. Furthermore, with respect to any App Store Sourced Application (defined below in the Section entitled “Accessing and Downloading the Application from iTunes”), you will only use the App Store Sourced Application (i) on an Apple-branded product that runs the iOS (operating system software provided by Apple) and (ii) as permitted by the “Usage Rules” set forth in the Apple App Store Terms of Service. Little Bill reserves all rights in the Application not expressly granted to you by these Terms of Service.

Intellectual Property

Little Bill Service. Little Bill shall own and retain all right, title, and interest in and to the Little Bill Service (except for any licensed content and software components included therein). Member agrees not to reverse engineer, decompile, distribute, license, sell, transfer, disassemble, copy, alter, modify, or create derivative works of the Little Bill Service or otherwise use the Little Bill Service in any way that violates the use restrictions contained in these Terms of Service. Little Bill does not grant to Member any license, express or implied, to the intellectual property of Little Bill or its licensors. Member further acknowledges and agrees that any information regarding the design, “look and feel”, specifications, components, functionality or operation and payment terms and pricing (if applicable) of the Little Bill Service is considered the confidential and proprietary information of Little Bill (collectively “Little Bill Confidential Information”).

Member Data. Subject to the section below labeled “Assignment of Certain Member Data”, Member shall retain all right, title and interest in and to (a) all graphics, images, files, data and other information transmitted by Member to Little Bill, Issuers, Card Networks, or Third-Party Service Providers in connection with its use of the Little Bill Service and (b) reports and other materials generated by the Little Bill Service following such transmission (collectively, “Member Data”), provided, however, that Member hereby grants to Little Bill a worldwide, royalty-free, non-exclusive license to use (i) data generated as a result of Member’s use of the Little Bill Service solely for purposes of (x) maintaining and improving the Little Bill Service and (y) providing Member with access to special product offers and promotions and (ii) non-identifiable, anonymous, aggregated data regarding Member’s use of the Little Bill Service compiled by Little Bill solely for marketing purposes or distribution to third party research firms

Assignment of Certain Member Data. Notwithstanding the foregoing, upon your submission of an expense report to a Corporate Member or any other Member, you hereby transfer all right, title, and interest in and to any transferred Member Data to the applicable Corporate Member or Member, provided, however, that such Corporate Member or Member hereby grants to you a worldwide, perpetual, royalty-free, non-exclusive license to maintain and utilize copies of such transferred Member Data (including any expense reports) for personal recordkeeping purposes.

Little Bill Logos and Designs. Little Bill’s graphics, logos, designs, page headers, button icons, scripts and service names are registered trademarks, trademarks or trade dress of Little Bill in the U.S. and/or other countries. Little Bill’s trademarks and trade dress may not be used, including as part of trademarks and/or as part of domain names, in connection with any product or service in any manner that is likely to cause confusion and may not be copied, imitated, or used, in whole or in part, without Little Bill’s prior written permission.

Member Art. Member shall retain all right, title and interest in and to all of Member’s logos, promotional graphics and related marketing designs (collectively, the “Member Art”), provided, however, that Member hereby grants to Little Bill a worldwide, royalty-free, non-exclusive license to use the Member Art, as well as Member’s corporate and/or trade name, for purposes of fulfilling its obligations hereunder and marketing Little Bill’s products and services to third parties, subject to Member’s right in each instance to approve the manner and form of such use (which approval shall be in writing and shall not be unreasonably withheld or delayed).

Derived Data. You shall own and retain all right, title, and interest in and to any data derived from your use of the Little Bill Service or that of any individual authorized by you to utilize the Little Bill Service (your “Users”), as defined below)(collectively, the “Derived Data”); provided, however, that you hereby grant to Little Bill a worldwide, royalty-free, non-exclusive license to use data generated as a result of your use of the Little Bill Service solely for purposes of (x) maintaining and improving the Little Bill Service, (y) providing you and/or your Users with access to and information about customized features, new functionality, and partner integrations, and (z) sharing with our partners such data in anonymized, aggregated form.

Feedback

We welcome and encourage you to provide feedback, comments and suggestions for improvements to the Little Bill Service (“Feedback”). You may submit Feedback by emailing us at [email protected]. You acknowledge and agree that all Feedback will be the sole and exclusive property of Little Bill and you hereby irrevocably assign to Little Bill and agree to irrevocably assign to Little Bill all of your right, title, and interest in and to all Feedback, including without limitation all worldwide patent rights, copyright rights, trade secret rights, and other proprietary or intellectual property rights therein. At Little Bill’s request and expense, you will execute documents and take such further acts as Little Bill may reasonably request to assist Little Bill to acquire, perfect, and maintain its intellectual property rights and other legal protections for the Feedback.

Confidentiality

You acknowledge that Confidential Information (as defined below) is a valuable, special and unique asset of Little Bill and agree that you will not disclose, transfer, use (or seek to induce others to disclose, transfer or use) any Confidential Information for any purpose other than disclosure to your authorized employees and agents who are bound to maintain the confidentiality of Confidential Information. You shall promptly notify Little Bill in writing of any circumstances which may constitute unauthorized disclosure, transfer, or use of Confidential Information. You shall use best efforts to protect Confidential Information from unauthorized disclosure, transfer or use. You shall return all originals and any copies of any and all materials containing Confidential Information to Little Bill upon termination of this Agreement for any reason whatsoever. The term “Confidential Information” shall mean any and all of Little Bill’s trade secrets, confidential and proprietary information and all other information and data of Little Bill that is not generally known to the public or other third parties who could derive value, economic or otherwise, from its use or disclosure. Confidential Information shall be deemed to include technical, financial, strategic and other proprietary and confidential information relating to Little Bill’s business, operations and properties, including information about Little Bill’s Users or partners, or other business information disclosed directly or indirectly in writing, orally or by drawings or observation.

General Prohibitions

You agree not to do any of the following:

  • Post, upload, publish, submit or transmit any Content that: (i) infringes, misappropriates or violates a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy; (ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iii) is fraudulent, false, misleading or deceptive; (iv) is defamatory, obscene, pornographic, vulgar or offensive; (v) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (vi) is violent or threatening or promotes violence or actions that are threatening to any person or entity; or (vii) promotes illegal or harmful activities or substances.
  • Use, display, mirror or frame the Little Bill Service, or any individual element within the Little Bill Service, Little Bill’s name, any Little Bill trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, without Little Bill’s express written consent;
  • Access, tamper with, or use non-public areas of the Little Bill Service, Little Bill’s computer systems, or the technical delivery systems of Little Bill’s providers;
  • Attempt to probe, scan, or test the vulnerability of any Little Bill system or network or breach any security or authentication measures;
  • Defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as of privacy and publicity) of any other use of the Little Bill Service or staff member of Little Bill.
  • Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by Little Bill or any of Little Bill’s providers or any other third party (including another user) to protect the Little Bill Service or Site Content;
  • Attempt to access or search the Little Bill Service or Site Content or download Site Content from the Little Bill Service through the use of any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than the software and/or search agents provided by Little Bill or other generally available third party web browsers;
  • Send any unsolicited or unauthorized advertising, promotional materials, email, junk mail or junk messages, spam, chain letters or other form of solicitation (including sending invitations to use the Little Bill Service to the mobile numbers of people you do not know);
  • Use or disclose any Little Bill Confidential Information, except as otherwise explicitly set forth herein.
  • Use any meta tags or other hidden text or metadata utilizing a Little Bill trademark, logo URL or product name without Little Bill’s express written consent;
  • Use the Little Bill Service or Site Content for any commercial purpose or the benefit of any third party or in any manner not permitted by these Terms of Service;
  • Forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Little Bill Service or Site Content to send altered, deceptive or false source-identifying information;
  • Attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Little Bill Service or Site Content;
  • Interfere with, or attempt to interfere with, the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the Little Bill Service;
  • Collect or store any personally identifiable information from the Little Bill Service from other users of the Little Bill Service without their express written permission;
  • Impersonate or misrepresent your affiliation with any person or entity;
  • Violate any applicable law or regulation; or
  • Encourage or enable any other individual or entity to do any of the foregoing.

Little Bill will have the right to investigate and prosecute violations of any of the above to the fullest extent of the law. Little Bill may involve and cooperate with law enforcement authorities in prosecuting users who violate these Terms of Service. You acknowledge that Little Bill has no obligation to monitor your access to or use of the Little Bill Service, or to review or edit any Member Content, but has the right to do so for the purpose of operating the Little Bill Service, to ensure your compliance with these Terms of Service, or to comply with applicable law or the order or requirement of a court, administrative agency or other governmental body.

DIGITAL MILLENNIUM COPYRIGHT ACT NOTICE

If you believe that your copyrighted work has been copied in a way that constitutes copyright infringement and is accessible through the Little Bill Service, please notify Little Bill’s copyright agent, as set forth in the Digital Millennium Copyright Act of 1998 (DMCA). For your complaint to be valid under the DMCA, you must provide the following information in writing:

  1. An electronic or physical signature of a person authorized to act on behalf of the copyright owner;
  2. Identification of the copyrighted work that you claim is being infringed;
  3. Identification of the material that is claimed to be infringing and where it is located on the Services;
  4. Information reasonably sufficient to permit Little Bill to contact you, such as your address, telephone number, and email address;
  5. 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 law; and
  6. A statement, made under penalty of perjury, that the above information is accurate, and that you are the copyright owner or are authorized to act on behalf of the owner.

Little Bill’s Designated Copyright Agent to receive notifications of claimed infringement can be reached as follows:

Attention: Copyright Agent

Little Bill S.A.S.

34 Avenue des Belges

Saint Genis Laval, 69230, France

[email protected]

For clarity, only DMCA notices should go to the Little Bill, Inc. Designated Copyright Agent. Any other feedback, comments, requests for technical support or other communications should be directed to Little Bill via [email protected]io.

Links to Third-Party Websites

The Little Bill Service may now or in the future contain links to third-party websites, advertisers, services, or resources that are not owned or controlled by Little Bill. You acknowledge and agree that Little Bill has no control over and is not responsible or liable for: (i) the availability or accuracy of such websites or resources; or (ii) the content, products, privacy policies, practices, or services on or available from such websites or resources. Links to such websites or resources do not imply any endorsement by Little Bill of such websites or resources or the content, products, practices, privacy policies, or services available from such websites or resources. You acknowledge sole responsibility for and assume all risk arising from your use of any such websites or resources or the Content, products, or services on or available from such websites or resources. Additionally, your dealings with or participation in promotions of any third parties, including payment and delivery of goods, and any other terms (such as warranties) are solely between you and such third parties. You agree that Little Bill shall not be responsible for any loss or damage of any sort relating to your dealings with such third parties. We encourage you to be aware of when you leave the Little Bill Service, and to read the terms and conditions and privacy policy of any third-party website or service that you visit. You expressly relieve Little Bill from any and all liability arising from your use of any third-party website or services or third party content.

Refer-a-Friend

If you choose to use our referral service to tell a friend about Little Bill, you must seek your friend’s consent to our use of your friend’s name and email address to contact them about the Little Bill Service. By providing us with your friend’s name and email address, you warrant that your friend consents to such contact.

Termination and Account Cancellation

If you breach any of these Terms of Service, any applicable Card Terms, or violate the rules of an Issuer or Card Network, Little Bill will have the right to suspend, disable or terminate your Account or terminate these Terms of Service, at its sole discretion and without prior notice to you. Little Bill reserves the right to revoke your access to and use of the Little Bill Service or to terminate any Statement of Work at any time, with or without cause. In the event Little Bill terminates these Terms of Service for your breach, you will remain liable for any and all amounts due hereunder. You may cancel your Account at any time directly on the mobile App under the Profile Menu or by sending an email to [email protected]io.

If you are party to a Statement of Work, you may terminate your obligations under these Terms of Service (a “Termination for Cause”) in the event Little Bill fails to perform or observe any material term or condition under these Terms of Service and fails to cure such breach within thirty (30) days after receipt of written notice of such breach.

In the event that your account is terminated by you or by Little Bill for any reason, any licenses granted herein shall terminate, but your obligations described herein under the Sections titled “Fees and Payment,” “Intellectual Property,” “Confidentiality,” “Disclaimers,” “Indemnity,” and “Limitation of Liability,” as set forth herein, as well as any obligations of yours set forth in the Privacy Policy available at https://www.littlebill.io/privacy shall survive any termination or expiration of your use of the Little Bill Service or any agreement, including a Statement of Work, between you and Little Bill, and you will not be entitled to receive any refunds for any prepaid amounts in the event of any early termination.

Disclaimers

THE LITTLE BILL SERVICE AND SITE CONTENT ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING, LITTLE BILL EXPLICITLY DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. LITTLE BILL MAKES NO WARRANTY THAT THE LITTLE BILL SERVICE OR SITE CONTENT WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. LITTLE BILL MAKES NO WARRANTY REGARDING THE QUALITY OF ANY PRODUCTS, LITTLE BILL SERVICE OR SITE CONTENT PURCHASED OR OBTAINED THROUGH THE LITTLE BILL SERVICE OR THE ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY CONTENT OBTAINED THROUGH THE LITTLE BILL SERVICE. LITTLE BILL DOES NOT WARRANT THE RESULTS OF USE OF THE LITTLE BILL SERVICE, AND CLIENT ASSUMES ALL RISK AND RESPONSIBILITY WITH RESPECT THERETO. CLIENT SHOULD NOTE THAT IN USING THE LITTLE BILL SERVICE, SENSITIVE INFORMATION WILL TRAVEL THROUGH THIRD PARTY INFRASTRUCTURES WHICH ARE NOT UNDER LITTLE BILL’S CONTROL (SUCH AS A THIRD PARTY SERVERS AND THE INTERNET). LITTLE BILL MAKES NO WARRANTY WITH RESPECT TO THE SECURITY OF SUCH THIRD PARTY INFRASTRUCTURES.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM LITTLE BILL OR THROUGH THE LITTLE BILL SERVICE, WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.

YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE LITTLE BILL SERVICE AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE LITTLE BILL SERVICE. YOU UNDERSTAND THAT LITTLE BILL DOES NOT SCREEN OR INQUIRE INTO THE BACKGROUND OF ANY USERS OF THE LITTLE BILL SERVICE, NOR DOES LITTLE BILL MAKE ANY ATTEMPT TO VERIFY THE STATEMENTS OF USERS OF THE LITTLE BILL SERVICE. LITTLE BILL MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE CONDUCT OF USERS OF THE LITTLE BILL SERVICE OR THEIR COMPATIBILITY WITH ANY CURRENT OR FUTURE USERS OF THE LITTLE BILL SERVICE. YOU AGREE TO TAKE REASONABLE PRECAUTIONS IN ALL COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE LITTLE BILL SERVICE AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE LITTLE BILL SERVICE, PARTICULARLY IF YOU DECIDE TO MEET OFFLINE OR IN PERSON.

Indemnity

You agree to defend, indemnify, and hold Little Bill, its officers, directors, employees and agents, harmless from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with your access to or use of the Little Bill Service, or your violation of these Terms of Service, including without limitation any breach of any representations or warranties herein, any infringement by you of Little Bill’s intellectual property rights, and any claim by a third party that the Member Data or Member Art infringes such third party’s intellectual property rights.

Little Bill will defend indemnify and hold you (and in the case of a Corporate Member, your directors, officers, employees and affiliates) harmless from and against any and all costs, liabilities, losses and expenses (including but not limited to reasonable attorneys’ fees), resulting from any claim, suit, action or proceeding alleging that the Little Bill Service or any portion thereof infringes any patent, copyright or other intellectual property, proprietary, or other right of any third party.

Limitation of Liability

YOU ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE ENTIRE RISK ARISING OUT OF YOUR ACCESS TO AND USE OF THE LITTLE BILL SERVICE AND SITE CONTENT REMAINS WITH YOU. EXCEPT FOR THE INDEMNITY OBLIGATIONS SET FORTH HEREIN, UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, SYSTEM FAILURE OR NETWORK OUTAGE, WILL EITHER LITTLE BILL OR ANY OTHER PERSON OR ENTITY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE LITTLE BILL SERVICE OR SITE CONTENT WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR LOSS OF GOODWILL, LITTLE BILL SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE PRODUCTS OR LITTLE BILL SERVICE, OR FOR ANY DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OF LITTLE BILL SERVICE OR FROM THE USE OF OR INABILITY TO USE THE SERVICE OR SITE CONTENT, OR FROM ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS OF THE LITTLE BILL SERVICE OR OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE LITTLE BILL SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT LITTLE BILL HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

EXCEPT FOR THE INDEMNITY OBLIGATIONS SET FORTH HEREIN, IN NO EVENT WILL LITTLE BILL’S AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OF LITTLE BILL SERVICE OR FROM THE USE OF OR INABILITY TO USE THE LITTLE BILL SERVICE OR SITE CONTENT EXCEED THE AMOUNTS YOU HAVE PAID TO LITTLE BILL FOR USE OF THE LITTLE BILL SERVICE OR CONTENT. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN LITTLE BILL AND YOU. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

Export Control

You may not use, export, re-export, import, or transfer the Application except as authorized by United States law, the laws of the jurisdiction in which you obtained the Application, and any other applicable laws. In particular, but without limitation, the Application may not be exported or re-exported: (a) into any United States embargoed countries; or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce’s Denied Person’s List or Entity List. By using the Application, you represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties. You also will not use the Application for any purpose prohibited by U.S. law, including the development, design, manufacture or production of missiles, nuclear, chemical or biological weapons.

Accessing and Downloading the Application from iTunes

The following applies to any Application accessed through or downloaded from the Apple App Store (“App Store Sourced Application”):

  1. You acknowledge and agree that (i) these Terms of Service are concluded between you and Little Bill only, and not Apple, and (ii) Little Bill, not Apple, is solely responsible for the App Store Sourced Application and content thereof. Your use of the App Store Sourced Application must comply with the App Store Terms of Service.
  2. You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the App Store Sourced Application.
  3. In the event of any failure of the App Store Sourced Application to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the App Store Sourced Application to you and to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App Store Sourced Application. As between Little Bill and Apple, any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be the sole responsibility of Little Bill.
  4. You and Little Bill acknowledge that, as between Little Bill and Apple, Apple is not responsible for addressing any claims you have or any claims of any third party relating to the App Store Sourced Application or your possession and use of the App Store Sourced Application, including, but not limited to: (i) product liability claims; (ii) any claim that the App Store Sourced Application fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.
  5. You and Little Bill acknowledge that, in the event of any third party claim that the App Store Sourced Application or your possession and use of that App Store Sourced Application infringes that third party’s intellectual property rights, as between Little Bill and Apple, Little Bill, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by these Terms of Service.
  6. You and Little Bill acknowledge and agree that Apple, and Apple’s subsidiaries, are third party beneficiaries of these Terms of Service as related to your license of the App Store Sourced Application, and that, upon your acceptance of the terms and conditions of these Terms of Service, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms as related to your license of the App Store Sourced Application against you as a third party beneficiary thereof.
  7. Without limiting any other terms of these Terms of Service, you must comply with all applicable third party terms of agreement when using the App Store Sourced Application.

Governing Law and Disputes

  1. Governing Law

This Agreement is governed by and shall be interpreted in accordance with the laws of France.

  1. Arbitration

To the extent feasible, the parties desire to resolve any dispute, claim, or controversy arising out of or relating to your use of or access of the Site, the Little Bill Service and these Terms of Service, including the determination of the scope or applicability of this agreement to arbitration (a “Dispute”) through discussions and negotiations between each other. The parties agree to attempt to resolve any Disputes by negotiation with the other party (by phone, electronic correspondence, or written correspondence). If, after good faith discussions, the Dispute(s) cannot be resolved solely between the parties, any dispute arising between the Parties relating to the interpretation or performance of a provision of this agreement or its Annexes shall be settled by one or more arbitrators according to the Rules of Arbitration of the International Chamber of Commerce

  1. Limitation on Time to Initiate a Dispute

Any action or proceeding by you relating to any Dispute must commence within one year after the cause of action accrues.

Entire Agreement

These Terms of Service constitute the entire and exclusive understanding and agreement between Little Bill and you regarding the Little Bill Service and Site Content, and these Terms of Service supersede and replace any and all prior oral or written understandings or agreements between Little Bill and you regarding the Little Bill Service.

Assignment

You may not assign or transfer these Terms of Service, by operation of law or otherwise, without Little Bill’s prior written consent. Any attempt by you to assign or transfer these Terms of Service, without such consent, will be null and of no effect. Little Bill may assign or transfer these Terms of Service, at its sole discretion, without restriction. Subject to the foregoing, these Terms of Service will bind and inure to the benefit of the parties, their successors and permitted assigns.

Notices

Any notices or other communications permitted or required hereunder, including those regarding modifications to these Terms of Service, will be in writing and given: by Little Bill (i) via email (in each case to the address that you provide) or (ii) by posting to the Application or Site. For notices made by email, the date of receipt will be deemed the date on which such notice is transmitted.

General

The failure of Little Bill to enforce any right or provision of these Terms of Service will not constitute a waiver of future enforcement of that right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Little Bill. Except as expressly set forth in these Terms of Service, the exercise by either party of any of its remedies under these Terms of Service will be without prejudice to its other remedies under these Terms of Service or otherwise. If for any reason a court of competent jurisdiction finds any provision of these Terms of Service invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms of Service will remain in full force and effect.

Contacting Little Bill

If you have any questions about these Terms of Service, please contact Little Bill at [email protected]littlebill.io or 34 Avenue des Belges, 69230, Saint Genis Laval, France. You acknowledge and agree that when contacting Little Bill, whether by email, chat, or otherwise, you will not include any personally identifiable information in your communications, and that if such information is included in your communications with Little Bill, Little Bill will have no legal obligation or liability with regard to such information.