Terms of Service

1. Agreement to Terms

1.1 Acceptance of Terms

These Terms of Service (these "Terms") constitute a legally binding agreement between you, or the entity you represent ("Customer," "you," or "your"), and Bear Billing, Inc., a Delaware corporation ("Bear Billing," "Company," "we," "us," or "our"), governing your access to and use of our usage-based billing infrastructure platform, including our websites, APIs, SDKs, documentation, customer portals, and all related services (collectively, the "Services").

1.2 Organizational Use

If you are accessing or using the Services on behalf of a company, partnership, or other legal entity:

• You represent and warrant that you have the legal authority to bind that organization to these Terms
• "Customer" or "you" as used herein shall refer to such organization
• You are responsible for ensuring compliance by all employees, contractors, and agents who access the Services ("Authorized Users")
• The organization shall be solely responsible for all acts and omissions of Authorized Users

1.3 Eligibility

To access or use the Services, you must:

• Be at least 18 years of age or the age of legal majority in your jurisdiction
• Have the legal power and authority to enter into a binding contract
• Not be prohibited from using the Services under applicable law
• Not be a resident of any country subject to comprehensive U.S. economic sanctions
• Not have been previously suspended or terminated from using the Services

1.4 Modifications to Terms

We reserve the right to modify these Terms at any time. We will provide notice of material changes by posting updated Terms on our website or sending email at least 30 days before changes take effect. Continued use after the effective date constitutes acceptance.

1.5 Additional Terms

Certain features may be subject to additional terms, including our Privacy Policy, Acceptable Use Policy, Data Processing Agreement, Service Level Agreement, and Security Practices. In the event of conflict, the additional terms shall control.

2. Definitions

3. Services Description

3.1 Platform Overview

Bear Billing provides an automated usage metering, billing, and subscription management infrastructure platform designed for AI companies, API providers, and usage-based SaaS businesses.

3.2 Core Capabilities

• Usage Ingestion and Metering: High-throughput APIs for ingesting Usage Events in real-time
• Billable Metric Configuration: Tools for defining custom metrics and aggregation methods
• Pricing Model Management: Support for usage-based, subscription, hybrid, tiered, and volume pricing
• Automated Invoice Generation: Accurate invoices based on actual consumption
• Payment Processing Integration: Integration with Stripe for automated payment collection
• Customer Billing Portal: White-labeled portals for End Customers
• Real-Time Analytics: Dashboards for monitoring usage and revenue
• Webhook Notifications: Configurable webhooks for billing events

3.3 API Versioning and Deprecation

Bear Billing maintains versioned APIs with the following commitments: each major API version will be supported for a minimum of 24 months; we will provide at least 12 months' notice before deprecating any API version; and minor releases will maintain backward compatibility.

3.4 Support and Maintenance

Support includes technical assistance via email, access to Documentation and self-service resources, bug fixes and security patches, and platform updates and enhancements.

4. Account Registration and Security

4.1 Account Creation

To use the Services, you must create an account with accurate, current, and complete information. You agree to promptly update account information, designate appropriate administrators, and maintain a valid email address for communications.

4.2 Account Security

You are responsible for maintaining the security of your account credentials, including passwords and API keys. You agree to:

• Use strong, unique passwords and rotate credentials periodically
• Enable multi-factor authentication (MFA) where available
• Implement appropriate access controls for Authorized Users
• Immediately revoke access for terminated employees
• Notify Bear Billing immediately upon discovery of any security breach

4.3 Account Suspension

Bear Billing may suspend access to the Services if: you breach these Terms; your use poses a security risk; your account is overdue for payment; required by law; or your use may subject Bear Billing to liability.

5. License Grant and Restrictions

5.1 License to Services

Subject to compliance with these Terms and payment of Fees, Bear Billing grants you a limited, non-exclusive, non-transferable, revocable right during the Subscription Term to access and use the Services for your internal business purposes.

5.2 Restrictions

You shall not:

• Copy, modify, or create derivative works of the Services
• Reverse engineer, disassemble, or decompile the Services, except as permitted by law
• Sell, resell, license, or distribute the Services to third parties
• Access or use the Services to build a competitive product or for benchmarking
• Interfere with or disrupt the Services or attempt unauthorized access
• Introduce viruses, malware, or other harmful code
• Use the Services in violation of applicable law
• Remove or alter any proprietary notices

5.3 Reservation of Rights

Bear Billing reserves all rights not expressly granted. No implied licenses are granted under these Terms.

6. Customer Data and Privacy

6.1 Ownership of Customer Data

You retain all right, title, and interest in Customer Data. Bear Billing acquires no ownership rights by virtue of these Terms.

6.2 License to Customer Data

You grant Bear Billing a license to use Customer Data solely to: provide and improve the Services; generate invoices and analytics; provide support; create aggregated, anonymized data; and comply with applicable law.

6.3 Privacy and Data Protection

Our collection and use of Personal Data is governed by our Privacy Policy. For customers subject to GDPR or CCPA, our Data Processing Agreement applies.

6.4 Data Security

Bear Billing implements reasonable safeguards to protect Customer Data, including: encryption in transit (TLS 1.2+) and at rest (AES-256); access controls and audit logging; regular security assessments; and incident response procedures.

6.5 Data Location

Customer Data is processed and stored in data centers located in the United States.

6.6 Data Retention and Deletion

Upon termination, you may request an export of Customer Data within 30 days by contacting [email protected]. Following the export period, Bear Billing may delete Customer Data in accordance with its retention policies.

7. Fees and Payment

7.1 Fees

You agree to pay all Fees specified on our pricing page. All Fees are in U.S. dollars. Fees may consist of fixed subscription fees (payable in advance) and usage-based fees (payable in arrears). Fees do not include taxes.

7.2 Billing and Payment

Invoices are due within 30 days (Net 30). You authorize Bear Billing or Stripe to charge your payment method on file. If you dispute charges, notify us in writing within 30 days and pay undisputed amounts by the due date.

7.3 Taxes

All Fees are exclusive of taxes. You are responsible for all applicable taxes (sales, VAT, GST, etc.) except taxes based on Bear Billing's net income. If you are tax-exempt, provide valid documentation.

7.4 Late Payment

Late payments bear interest at 1.5% per month (18% annually) or the maximum permitted by law. If payment is more than 15 days overdue, we may suspend Services upon 10 days' notice.

7.5 Price Changes

We will provide at least 60 days' notice of price increases. Price changes take effect at the next Subscription Term. If you disagree, you may terminate before the change takes effect.

7.6 Refunds

All Fees are non-refundable except: (a) if you terminate due to our uncured material breach, you receive a pro-rata refund of prepaid Fees; or (b) service credits per our SLA.

8. Usage Metering and Disputes

8.1 Metering Methodology

Bear Billing meters usage based on Usage Events ingested through the API and processed according to your Billable Metrics configuration. You are responsible for submitting accurate Usage Events.

8.2 Metering Records

Bear Billing maintains auditable records of all Usage Events and billing calculations. You may access usage reports through the dashboard or API. Our metering records are the authoritative source for billing, absent manifest error.

8.3 Billing Disputes

To dispute charges, notify us in writing within 30 days of the invoice date with specific details. We will investigate and respond within 15 business days. If you were overcharged, we will issue a credit or refund; if undercharged, you will pay the difference.

8.4 Audit Rights

Upon request (no more than once per year), we will provide a summary of metering methodology and access to usage reports. If you identify an overcharge exceeding 5%, we will credit the full amount and reimburse reasonable audit costs up to $5,000.

9. Intellectual Property

9.1 Bear Billing Intellectual Property

Bear Billing owns all rights to the Services, including software, APIs, documentation, trademarks, and technology. These Terms do not convey any ownership interest in the Services.

9.2 Feedback

If you provide feedback or suggestions, you assign all rights to Bear Billing. We may use feedback without obligation or compensation.

9.3 Aggregated and Anonymized Data

Bear Billing may create aggregated, anonymized data that does not identify you or your End Customers. We own such data and may use it for product improvement, benchmarking, and marketing.

10. Third-Party Services and Integrations

10.1 Payment Processing

The Services integrate with Stripe for payment processing. Your use of Stripe is subject to Stripe's terms. You must maintain a Stripe account in good standing. Bear Billing is not responsible for Stripe's services or availability.

10.2 Other Integrations

The Services may offer integrations with third-party services. Your use of such integrations is at your own risk and subject to the third party's terms. Bear Billing does not warrant third-party services.

11. Confidentiality

11.1 Definition

"Confidential Information" means non-public information disclosed by one party to the other that is designated as confidential or reasonably should be understood to be confidential. This includes business plans, customer lists, pricing, technical data, and trade secrets.

11.2 Obligations

Each party agrees to: maintain confidentiality using reasonable care; not disclose to third parties except as permitted; use Confidential Information solely for purposes under these Terms; and notify the other party of unauthorized disclosure.

11.3 Exclusions

Confidential Information does not include information that: was already known; is or becomes public through no fault; is rightfully received from a third party; or is independently developed.

11.4 Survival

Confidentiality obligations survive for 3 years after termination, except for trade secrets which survive indefinitely.

12. Representations and Warranties

12.1 Mutual Warranties

Each party represents that: it is duly organized and in good standing; it has authority to enter into these Terms; and it will comply with applicable laws.

12.2 Bear Billing Warranties

Bear Billing warrants that: the Services will perform materially in accordance with the Documentation; we implement commercially reasonable security practices; and the Services do not infringe third-party intellectual property rights.

12.3 Customer Warranties

You represent that: you have the right to provide Customer Data; Customer Data does not violate law or third-party rights; you have obtained necessary consents from End Customers; and you will use the Services lawfully.

12.4 Warranty Remedies

If the Services do not perform as warranted, notify us within 30 days. We will correct the issue or, if unable to do so within 60 days, you may terminate and receive a pro-rata refund. This is your sole remedy for breach of warranty.

13. Disclaimers

14. Limitation of Liability

15. Indemnification

15.1 Bear Billing Indemnification

Bear Billing will defend you against claims that your authorized use of the Services infringes third-party intellectual property rights, and indemnify you against resulting damages and costs.

15.2 Customer Indemnification

You will defend Bear Billing against claims arising from: Customer Data; your violation of these Terms or law; your products or business; or acts of End Customers. You will indemnify us against resulting damages and costs.

15.3 Procedure

The indemnified party must provide prompt notice, grant control of the defense, and provide reasonable cooperation. The indemnifying party may not settle claims that impose obligations on the indemnified party without consent.

16. Term and Termination

16.1 Term

These Terms commence when you first access the Services and continue for the Subscription Term. Unless you provide 30 days' notice of non-renewal, your subscription automatically renews.

16.2 Termination for Breach

Either party may terminate if the other materially breaches and fails to cure within 30 days (10 days for non-payment), or becomes subject to bankruptcy proceedings.

16.3 Termination for Convenience

You may terminate at any time but remain liable for Fees through the Subscription Term. Bear Billing may terminate upon 90 days' notice and will refund prepaid Fees for the remaining period.

16.4 Effect of Termination

Upon termination: your access ends immediately; outstanding Fees remain due; you may request data export within 30 days; and each party returns or destroys Confidential Information.

16.5 Survival

Sections on definitions, data ownership, payment obligations, intellectual property, confidentiality, disclaimers, limitation of liability, indemnification, dispute resolution, and general provisions survive termination.

17. Dispute Resolution

17.1 Governing Law

These Terms are governed by the laws of the State of California, without regard to conflict of laws principles. The UN Convention on Contracts for the International Sale of Goods does not apply.

17.2 Informal Resolution

Before initiating formal proceedings, contact [email protected] and negotiate in good faith for at least 30 days.

17.3 Binding Arbitration

If informal resolution fails, disputes will be resolved by binding arbitration administered by JAMS in San Francisco, California, by a single arbitrator under JAMS Comprehensive Rules.

17.4 Class Action Waiver

DISPUTES WILL BE RESOLVED ONLY ON AN INDIVIDUAL BASIS, NOT AS A CLASS ACTION. IF A CLAIM PROCEEDS IN COURT, BOTH PARTIES WAIVE THE RIGHT TO A JURY TRIAL.

17.5 Exclusive Jurisdiction

For matters not subject to arbitration, the parties submit to the exclusive jurisdiction of courts in San Francisco County, California.

18. General Provisions

• Entire Agreement: These Terms, together with our Privacy Policy, DPA, SLA, and Acceptable Use Policy, constitute the entire agreement.
• Amendment: These Terms may only be modified in writing by both parties, except for modifications by Bear Billing per Section 1.4.
• Waiver: Failure to enforce any provision does not waive that right.
• Severability: If any provision is unenforceable, the remaining provisions remain in effect.
• Assignment: You may not assign these Terms without our consent. We may assign without restriction.
• Notices: Notices to Bear Billing should be sent to [email protected]. Notices to you will be sent to your account email.
• Force Majeure: Neither party is liable for delays due to events beyond reasonable control (natural disasters, war, pandemics, etc.).
• Independent Contractors: The parties are independent contractors, not partners, joint venturers, or agents.
• No Third-Party Beneficiaries: These Terms are for the benefit of the parties only.
• Publicity: Bear Billing may use your name and logo in marketing materials with your prior written approval.
• Export Compliance: You agree to comply with all applicable export laws and sanctions.