YOUR ATTENTION IS DRAWN TO THE ARBITRATION AND WAIVER OF JURY TRIAL PROVISIONS IN THE BBVA TREASURY MANAGEMENT SERVICES AGREEMENT AND/OR DEPOSIT ACCOUNT AGREEMENT ("Account Agreement") BETWEEN BBVA AND THE COMPANY, COPIES OF WHICH ARE AVAILABLE FROM BBVA OR THE COMPANY. YOUR USE OF THE MOBILE SERVICE CONSTITUTES YOUR AGREEMENT TO BE SUBJECT TO ANY DISPUTE RESOLUTION PROVISIONS IN THE ACCOUNT AGREEMENT GOVERNING TREASURY MANAGEMENT SERVICES AND THE SPEND NET INVOICING SERVICE. IF A DISPUTE ARISES BETWEEN US, YOU OR WE MAY REQUIRE THAT IT BE RESOLVED THROUGH ARBITRATION, RATHER THAN THROUGH JURY TRIAL.
In order to access the Mobile Service, you must have (i) a handheld device or streaming device that can send and receive information using the technology that supports the Mobile Service (an “Eligible Mobile Device”), which BBVA may update from time to time, (ii) proper authority from the corporate administrator to access the Mobile Service, (iii) all information required to login, which will be described in the BBVA Spend Net℠ Invoicing User Guide (“User Guide”). The technical standards required to access and use the Service (the “Mobile Technical Standards”) vary among the types of Eligible Mobile Devices and telecommunications carriers that support the Service and may be updated from time to time in the Bank’s discretion. The Mobile Application services may vary by Eligible Mobile Device. You agree that BBVA may, from time to time, require you to upgrade to the latest version of the Mobile Application in order to continue to access the Service.
CHARGES FOR SPEND NET INVOICING MOBILE SERVICE
We do not currently charge you any additional fee to register for, download or access the Mobile Service or to download the Mobile Application. However, you may incur charges to receive internet, cellular or other data service on your Eligible Mobile Device. You may also incur charges from your telecommunications carrier when sending and receiving information in connection with your use of the Mobile Service.
SECURITY; REPORTING UNAUTHORIZED TRANSACTIONS OR DISCLOSURE OF YOUR SECURITY CODES
You are responsible for maintaining the security of your Eligible Mobile Device and any passwords, usernames, questions with a matching answer, and/or other types of security techniques (“Security Codes”) you have created for the purpose of accessing the Mobile Service. For certain Services, the Bank may require you to select or create additional Security Codes and/or use other security techniques that the Bank makes available to you. You are responsible for all transactions you or any other person initiates or authorizes using the Mobile Service. If you allow any person to register a fingerprint in your Mobile Device or otherwise obtain or use your Mobile Device or Security Codes, you will have authorized that person to access your Spend Net Invoicing accounts, and you agree that you are responsible for any transactions that person initiates or authorizes from your Spend Net Invoicing accounts and will be bound by any agreements that person accepts or acknowledges electronically though the Mobile Service. Notify us at once if the phone number for your Eligible Mobile Device is changed or service to your Mobile Device is terminated, or if you believe that your Mobile Device has been lost or destroyed, or if you believe that your Security Codes has been compromised, or that your Mobile Device or any of your Spend Net Invoicing accounts have been accessed or used without your authorization, or you see any invoice approval on an Spend Net Invoicing account that you did not make, including any unauthorized invoice approvals made via the Mobile Service. Call us at: 1-866-488-1858 (Option 4), send an e-mail to email@example.com or write to us at:
Business Relationship Services
Client Technology Deployment & Support
Dallas Douglas Building
8333 Douglas Ave.
Dallas, TX 75225
SHARING OF DATA
Although you are able to share reports, statement(s), images and other information (“Content”) from your Mobile Device, you understand that these messages and communications may pass through private and public networks with varying levels of security. Some networks may have taken steps to secure these transmissions while others have not which could affect the privacy and integrity of the Content you send. You agree that BBVA is not responsible for the security or privacy of the Content shared by you through your Mobile Device. You further agree that BBVA is not liable for any damages that incur as a result of any Content that is shared by you through your Eligible Mobile Device.
GRANT OF LICENSE; INTELLECTUAL PROPERTY RIGHTS
You are granted a limited, nonexclusive, non-transferable, limited term, royalty-free, revocable sublicense to use the Mobile Service and the software creating, maintaining and supporting the Mobile Service (including the Mobile Application, the “Software”) and the printed, digital or electronic user materials provided in connection therewith (the “Documentation”) solely to conduct transactions in connection with the Mobile Service, for Company’s internal business purposes only. Except as specifically provided herein, BBVA does not grant to you any other right or license, express or implied. You may not sublicense, sell, lease, distribute or provide access to the Mobile Service, the Software or Documentation to any third parties, nor use the Software or Documentation in a service bureau, time-sharing or other similar arrangement, nor make any other use of the Software or Documentation that is not expressly permitted hereunder. BBVA, BBVA Group or a third party are the exclusive owners of and shall retain all right, title and interest in and to the Mobile Service, the Software, the Documentation and the Intellectual Property Rights (as defined herein).
You acknowledge that BBVA and the other Providers (defined below) shall retain all rights, title and interests in and to the Mobile Service, the Software (including, without limitation, the source code, listings, magnetic and digital media and any support materials related thereto) and Documentation, as well as the ideas and concepts incorporated in those items, and all modifications, improvements and enhancements thereof and additions thereto, including ownership of all trade secrets, copyrights and other associated proprietary and intellectual property rights pertaining thereto (collectively, the “Intellectual Property Rights”), except as granted hereunder. You shall not take any action that is inconsistent with the Intellectual Property Rights of BBVA or any Provider, nor shall you take any actions or engage in any conduct that violates the Intellectual Property Rights of BBVA or any other Provider.
The Software and Documentation include trade secrets and other proprietary information of BBVA and its suppliers, licensors, service providers and vendors and are confidential property of such person(s) or legal entity(ies). You shall treat as confidential and shall not disclose or otherwise make available the Software, the Documentation (collectively, the “Confidential Information”), in any form, to any person other than Company’s employees who have a need to know such Confidential Information. You agree that you shall not attempt to nor shall you reverse engineer, disassemble, decompile or otherwise attempt to derive source code from Confidential Information, make the Confidential Information available to any third parties, modify, adapt, translate or create derivative works based upon such Confidential Information, or permit or authorize any third party to do any of the foregoing.
LIMITATIONS OF LIABILITY AND EXCLUSIONS OF WARRANTIES
EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SERVICE, THE SOFTWARE AND THE DOCUMENTATION ARE PROVIDED FOR YOUR AND THE COMPANY’S USE “AS IS” AND “WHERE IS”, AND, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, BBVA AND THE OTHER PROVIDERS MAKE NO REPRESENTATIONS OR WARRANTIES AND DISCLAIM ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, WITH REGARD TO THE SERVICE, THE SOFTWARE OR THE DOCUMENTATION, OR USE OF THE SERVICE BY YOU OR THE COMPANY, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY AND NON-INFRINGEMENT. BBVA DOES NOT WARRANT THAT THE OPERATION OF THE SERVICE OR SOFTWARE WILL BE UNINTERRUPTED, ERROR-FREE OR FREE FROM ANY OTHER PROGRAM LIMITATIONS. BBVA DOES NOT MAKE ANY REPRESENTATION REGARDING THE USE OR THE RESULTS OF THE USE OF THE SERVICE, THE SOFTWARE OR THE DOCUMENTATION IN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY OR OTHERWISE. YOU ACKNOWLEDGE THAT YOU MUST OBTAIN ALL EQUIPMENT AND OBTAIN AND MAINTAIN SERVICE THROUGH AN INTERNET SERVICE PROVIDER (“ISP”) SUITABLE TO ACCESS THE SERVICE AND YOU AND/OR THE COMPANY IS SOLELY RESPONSIBLE FOR ALL FEES, COSTS AND CHARGES ASSOCIATED WITH AND MAINTENANCE OF SUCH EQUIPMENT OR SERVICE. YOU ACKNOWLEDGE THAT YOUR OR THE COMPANY’S ISP MAY HAVE UNINTENDED EFFECTS ON YOUR OR THE COMPANY’S USE OF THE SERVICE AND THE ABILITY TO CONDUCT OR TRANSACT ONLINE SERVICES (INCLUDING, WITHOUT LIMITATION, YOUR ABILITY TO ACCESS THE SERVICE), AND THAT BBVA SHALL HAVE NO RESPONSIBILITY FOR SUCH EFFECTS. YOU ACKNOWLEDGE THAT THE SOFTWARE MUST INTERFACE WITH BBVA’s COMPUTERS, AND ASSUME THE RISK THAT BBVA’s COMPUTERS MIGHT NOT BE OPERATIONAL OR COMPATIBLE AT ALL TIMES. YOU FURTHER ACKNOWLEDGES THAT BBVA SHALL HAVE NO LIABILITY OR RESPONSIBILITY FOR THE SATISFACTORY PERFORMANCE OF YOUR OR THE COMPANY’S HARDWARE AND SOFTWARE USED TO INITIATE OR RECEIVE COMMUNICATIONS OVER THE INTERNET. YOU ALSO ACKNOWLEDGE THAT ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU AND THE COMPANY WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR OR THE COMPANY’S COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.
It is solely your responsibility to download and install the Mobile Application that is identified on the BBVA website as required in order to access the Mobile Service through your Eligible Mobile Device. BBVA has no responsibility to notify you of any changes to or new releases for any required Mobile Application.
You acknowledge that from time to time, the Mobile Service may be delayed, interrupted or unavailable for an indeterminate period of time. BBVA and its affiliates shall not be liable for any claim arising from or related to the Mobile Service arising from any such delay, interruption or unavailability.
In no event will BBVA or its affiliates be liable for indirect, consequential or special damages, including lost profits, arising from or related to the Mobile Service, even if such damages were reasonably foreseeable and notice was given regarding them. These limitations will apply to all causes of action, whether arising from breach of contract, tort (including negligence) or any other legal theory. BBVA disclaims all warranties with respect to any Mobile Application, whether express, implied or statutory, including without limitation implied warranties of merchantability, satisfactory quality, fitness for a particular purpose, accuracy, timeliness, and non-infringement of third party rights. You release BBVA, its service providers, and its affiliates from all claims and damages that may arise from or relate to your use of any \ Mobile Applications. All rights not expressly granted to you herein are reserved by us. If you use and/or access the Mobile Application on or from an Android device which you or someone else rooted or on or from an iOS device which you or someone else jail broke, BBVA shall not be responsible for the security of your data, and you shall bear all responsibility for any breach, illegal access, loss and/or corruption of such data.
By identifying a Mobile Device for use with the Mobile Service, BBVA does not recommend, endorse or make any representation or warranty of any kind regarding the performance or operation of such device. You are responsible for the selection of an Eligible Mobile Device and for all issues relating to the operation, performance, and costs associated with such device with your telecommunications carrier or internet service provider.
BBVA and its service providers have no obligation to correct any bugs, defects or errors in the Mobile Service or Mobile Applications, or to otherwise support, maintain, improve, modify, upgrade or enhance the Mobile Service or Mobile Applications. Subject to applicable law or regulations, BBVA may terminate your use of the Mobile Service and expand, reduce or suspend the type and/or dollar amounts of transactions allowed using the Mobile Service, change the enrollment process, and/or change the transaction limits associated with the Mobile Service at any time in its sole discretion without prior notice.
You agree that you will not use the Mobile Service or any services related thereto while driving. You assume all risk associated with the use of the Mobile Service, including the use of any Mobile Application. You agree that you will not use the Mobile Service or any services related thereto for any purposes prohibited by United States law; and shall not use or otherwise export or re-export the Mobile Application(s), except as authorized by United States law and the laws of the jurisdiction in which the Mobile Application(s) was obtained. You hereby represent and warrant (i) you are not located in a country that is subject to a U.S. Government embargo, or 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 may use the Mobile Service to request and receive from the Bank any of the alerts made available through the Service by making alert selections within the Mobile Application. The Bank may add new alerts or discontinue existing alerts at any time. According to your alert selections, we will send in-app notifications and/or push notifications.
It is solely your responsibility to ensure that the email address and mobile number you provide to the Bank are current and accurate. Your failure to maintain current and accurate contact information with us will prevent delivery of alerts through this Service, for which the Bank expressly disclaims any liability.
Your receipt of any alert may be delayed or prevented by your internet service provider, telecommunications provider, or other third parties. The Bank does not guarantee either the delivery or the accuracy of the contents of any alert. The Bank will not be liable for damages of any kind arising from non-delivery or delayed delivery of an alert, the location to which an alert is delivered, inaccurate content in an alert, or your use of or reliance on the contents of any alert for any purposes. Because the balance of some Spend Net Invoicing accounts is subject to change at any time, the information provided in any alert may become quickly outdated. Alerts are not encrypted. You acknowledge that, although the Bank may show less than the full account number for any of your Spend Net Invoicing accounts in an alert, the alert may include some information about your Spend Net Invoicing accounts. Depending on where you instruct us to send your alerts, anyone with access to your email or Eligible Mobile Device may be able to view the contents of these alerts. If you request through this Service to be notified when an account is closed, you acknowledge and agree that we may deliver that alert to you after your account is closed. In the event you request that we close your Mobile Service, you acknowledge and agree that we may continue to send you alerts for a reasonable time thereafter until the closure process is completed.
CHANGES TO MOBILE SERVICE
Unless otherwise required by law, we may provide notice to you either by mail or electronically, including via email or via the Spend Net Invoicing website or Mobile Application. If we choose to provide notice to you by mail, we may mail it separately or with other information to any address on our records for you. You accept responsibility to maintain current and accurate contact information on file with us.
CONSENT TO CALLS
When you give a telephone number directly to us, you consent and authorize us to place non-telemarketing telephone calls to you at that number, regarding any and all accounts or services you have with us. You understand that such telephone "calls" include, but are not limited to, live telephone calls, prerecorded or artificial voice message calls, text messages, and calls made by an automatic telephone dialing system from us or our affiliates and agents. By agreeing to receive text messages from us, you are also consenting to receive a final opt-out confirmation text message if and when you choose to opt out of a text message service we provide to you. This express consent applies to each telephone number that you provide to us now or in the future. Calls and messages may incur charges from your communications provider. You consent and authorize us to monitor, and to record, telephone conversations and other electronic communications you have with us and with our representatives for reasonable business purposes, including security and quality assurance. We will not remind you that we may be monitoring or recording a call at the outset of the call unless required by law to do so.
BBVA and BBVA Compass are trade names of BBVA USA, a member of the BBVA Group. BBVA USA, Member FDIC.