1. Agreement and eligibility
These Terms of Service (the Terms) are an agreement between roi (also referred to as we, us, or our) and the person or organization using the Services (Customer oryou). By creating an account, accepting an order form that refers to these Terms, or using the Services, you agree to them.
You must be at least 18 years old and able to form a binding contract. If you use the Services for an organization, you represent that you have authority to bind that organization. The Services are offered for business use, not personal, family, or household use.
2. The Services
roi provides billing infrastructure, including pricing configuration, metering, subscriptions, invoicing, payment orchestration, dunning, reporting, accounting records, APIs, hosted invoice pages, and processor and accounting connectors. We may improve or modify the Services over time. We will not materially reduce paid functionality during a committed subscription term without reasonable notice, except where a change is required for security, law, or a third-party dependency.
Early-access, beta, preview, test-mode, and evaluation features may be incomplete, change without notice, and should not be used for production money movement unless we have expressly approved that use in writing.
3. Accounts and access
Customer is responsible for its workspace, authorized users, role assignments, API keys, connected accounts, and all activity performed with its credentials. Keep credentials confidential, use least-privilege access, and notify us promptly of suspected compromise. You may not share individual user accounts or bypass test/live environment controls.
Customer will provide accurate account and billing information and keep it current. We may rely on instructions submitted through an authenticated account or API key as Customer’s authorized instructions.
4. Customer Data and instructions
Customer Data means data Customer or its users submit to the Services, including customer records, pricing, usage events, subscriptions, invoices, payment references, and configuration. Customer retains its rights in Customer Data. Customer grants us a limited right to host, copy, transmit, transform, and otherwise process Customer Data only as needed to provide, secure, support, and improve the Services and to comply with law.
Customer is responsible for the legality, quality, and accuracy of Customer Data and for providing all required notices and obtaining all required rights, consents, and instructions. Customer must not submit protected health information, government-issued identification numbers, full payment-card numbers, card security codes, or other data that the documentation says the Services are not designed to receive.
As between the parties, Customer is the controller or business for personal data in Customer Data and roi acts as Customer’s processor or service provider. The parties will enter into a data processing addendum when required by applicable law.
5. Payment-processing boundary
roi is billing software, not a bank, payment processor, money transmitter, merchant acquirer, or payment facilitator. Customer contracts directly with its payment service providers and remains responsible for those accounts, fees, reserves, disputes, refunds, compliance obligations, and settlement. Funds move between Customer’s processor and bank; roi does not receive or hold them.
The Services are designed to use processor-issued customer, payment-method, and transaction references rather than full card numbers or card security codes. Customer must use a processor-hosted capture flow or another approved PCI-compliant method to collect payment credentials.
6. Acceptable use
You will not, and will not allow others to:
- use the Services unlawfully, deceptively, or to facilitate fraud or abuse;
- submit data you lack the right to process or instructions you lack authority to give;
- probe, scan, disrupt, overload, or circumvent security or rate limits;
- access another customer’s data or test/live environment;
- reverse engineer the Services except where applicable law prohibits this restriction;
- resell or provide the Services to third parties unless an order form permits it; or
- use the Services to build or benchmark a competing product without our written consent.
We may investigate suspected violations and suspend access where reasonably necessary to protect customers, the Services, or third parties.
7. Third-party services
The Services interoperate with third-party services chosen by Customer, including identity, payment, accounting, hosting, webhook, and workflow providers. Their terms govern their services. We are not responsible for third-party acts, outages, changes, or data handling, but we remain responsible for our obligations when we engage a subprocessor on our behalf.
8. Fees and taxes
Fees, usage allowances, payment timing, and the subscription term are stated in an order form or other written pricing accepted by Customer. Unless stated otherwise, fees are exclusive of taxes, non-cancellable, and non-refundable, except where law requires otherwise. Customer is responsible for applicable sales, use, value-added, and similar taxes other than taxes on our net income.
9. Ownership and feedback
We and our licensors own the Services, documentation, software, designs, and related intellectual property. Subject to these Terms and payment of applicable fees, we grant Customer a limited, non-exclusive, non-transferable right to use the Services during the applicable term for its internal business purposes.
If Customer gives us feedback, Customer grants us a perpetual, irrevocable, royalty-free right to use it without restriction or attribution. We may create and use aggregated or de-identified information that cannot reasonably identify Customer or an individual, including to operate and improve the Services.
10. Confidentiality and security
Each party will protect the other party’s non-public information using reasonable care and use it only to perform under these Terms. Confidential information does not include information that is public through no breach, already lawfully known, independently developed, or rightfully received without a duty of confidentiality. A party may disclose confidential information when legally required after giving notice where permitted.
We maintain reasonable administrative, technical, and organizational safeguards appropriate to the nature of the Services. No system is perfectly secure, and Customer remains responsible for its systems, endpoints, credentials, and backups of data it sends to roi.
11. Term, suspension, and termination
These Terms continue while Customer uses the Services. Either party may terminate a free or early-access account on reasonable notice. Paid subscriptions continue for the term in the applicable order form. Either party may terminate for a material breach not cured within 30 days after written notice, or immediately if the breach cannot be cured.
We may suspend access immediately to address a security risk, unlawful use, harm to the Services or others, or overdue undisputed fees. Where practical, we will give notice and limit the suspension to the affected portion. On termination, Customer must stop using the Services and pay accrued fees. We will provide a reasonable opportunity to export Customer Data when technically available, unless prohibited by law or security risk.
12. Warranties and disclaimers
Each party warrants that it has authority to enter these Terms. We warrant that paid Services will be performed in a professional and workmanlike manner. Customer’s exclusive remedy for breach of that warranty is re-performance or, if we cannot cure the breach, termination of the affected Services and a refund of prepaid fees for the unused portion of the affected term.
Except for the express warranty above and to the maximum extent permitted by law, the Services are provided “as is” and “as available.” We disclaim all implied warranties, including merchantability, fitness for a particular purpose, title, and non-infringement. We do not warrant uninterrupted or error-free operation, any particular recovery rate, or the availability or conduct of third-party services.
13. Limitation of liability
To the maximum extent permitted by law, neither party will be liable for indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, revenue, goodwill, or data, arising from these Terms, even if advised of the possibility. Each party’s total aggregate liability arising from these Terms will not exceed the fees Customer paid or owed for the Services during the 12 months before the event giving rise to liability. For free Services, our aggregate liability will not exceed US $100.
These limits do not apply to Customer’s payment obligations, either party’s fraud or willful misconduct, Customer’s violation of the acceptable-use restrictions, or liabilities that cannot lawfully be limited. An order form may state different limits.
14. Indemnification
Customer will defend and indemnify roi and its personnel from third-party claims arising from Customer Data, Customer’s products or billing practices, Customer’s violation of law or these Terms, or Customer’s payment-processor relationship. We will defend and indemnify Customer from third-party claims that the paid Services, when used as authorized, infringe a United States patent, copyright, or trademark. Each indemnified party must promptly notify the other, allow control of the defense and settlement, and provide reasonable cooperation. No settlement may admit fault or impose non-monetary obligations on the indemnified party without its consent.
15. Disputes and governing terms
Before filing a claim, each party will give written notice and try in good faith for 30 days to resolve the dispute through business representatives. The governing law and courts stated in an applicable order form control. If there is no order form, the laws and courts of the jurisdiction where roi’s contracting operator is organized control, without regard to conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
16. General
Neither party may assign these Terms without the other’s consent, except to an affiliate or in connection with a merger, reorganization, or sale of substantially all relevant assets. Neither party is liable for delay caused by events beyond its reasonable control. These Terms and incorporated order forms are the entire agreement about the Services. If a provision is unenforceable, it will be limited to the minimum extent necessary and the rest remains effective. Failure to enforce a provision is not a waiver. Sections that by their nature should survive termination do survive.
We may update these Terms. We will post the updated version and change the effective date, and will provide reasonable advance notice of material changes where required. Continued use after the effective date means Customer accepts the revised Terms.
17. Contact
Questions and legal notices may be sent to sales@billroi.com. Notices to Customer may be sent to the email associated with its workspace or through the Services.