The agreement between you (“You,” “Your” or “Yourself”) and Bill.com, LLC (along with its affiliates, successors and assigns (“BILL,” “We,” “Us,” or “Our”) is defined by (1) these General Terms of Service (“Terms”); (2) the Service Schedules and/or International Supplements You choose and that are available to You; and (3) the documents and policies incorporated and referenced in these Terms (the “Agreement”). This Agreement governs Your use of or interactions with BILL's products, services, or other offerings (collectively, the “Service”), including but not limited to Our Bill Payment Service, Our Accounts Receivable Service, Our Console Service, the BILL websites (“Website”), BILL mobile applications, any services governed by the International Supplements (“International Services''), Your BILL account and/or any other services, features, functionalities, offers or promotions of BILL. All capitalized terms have the meanings given to them in these Terms, unless otherwise indicated. You should read this Agreement carefully.

By electronically accepting this Agreement or by establishing a BILL account or using the Service after the Effective Date of these Terms, You consent and agree to comply with the Agreement including these Terms. Unless You have chosen one of our International Services which expressly excludes one or more of the following Service Schedules, this Agreement includes and You are consenting to:

When You agree to these Terms and accept this Agreement, You do so on behalf of Yourself and any person that You entitle or authorize to use Your BILL account (with You, each a “User” of Your BILL account), as well as on behalf of Your Customer(s) and Your Vendor(s) to the extent provided in these Terms. You are responsible for obtaining all consents and authorizations needed to accept this Agreement for others. 

USING THE SERVICE ON BEHALF OF ANOTHER. If You use the Service on behalf of another, whether a natural person (an “Individual”) or legal non-natural person or entity (an “Organization”), You represent and warrant that You: (1) are duly authorized and empowered by and for that Individual or Organization to agree to these Terms and accept this Agreement on behalf of the Individual or Organization; and (2) accept this Agreement on behalf of the Individual or Organization, unless the Individual or Organization has a separate paid contract with BILL, in which event the terms of that separate paid contract will control. You also represent and warrant that You are duly authorized and empowered to use the Service on behalf of the Individual or Organization.

AGREEMENT TO ARBITRATE. You understand that this Agreement contains an agreement to arbitrate disputes (“Agreement to Arbitrate”), and You agree to the Agreement to Arbitrate as well as the included jury trial and class action waiver. 

This Agreement covers:

1.         Privacy

By enrolling in or using the Service, You acknowledge and consent to Our Privacy Notice, which governs Our collection, use, sharing, and protection of Your information.

The provisions of the Data Processing Addendum are incorporated herein by reference. The Data Processing Addendum is supplemental to and comprises an integral part of this Agreement, and reflects the parties’ agreement with respect to BILL’s Processing of Personal Data, as those terms are defined in the Data Processing Addendum.

2.         Consent to Electronic Communications

Through this Agreement, You consent to accept electronic communications as described in Our Consent to Electronic Delivery of Communications and Use of Electronic Signatures.

3.         Using the BILL Service

The Service. The Service includes a platform that enables You to make payments to third parties (Your “Vendors”), receive payments from third parties (Your “Customers”), and manage (on Your own behalf or on behalf of third parties who authorize You to do so) accounts payable and accounts receivable electronically. BILL is a money services business and a licensed money transmitter in the United States and Canada, and a provider of money transmission services in the US and Canada. Your level of access to the features and functions offered through the Service will depend on Your BILL account type, if any, how You interact with the Service and/or, in certain instances, where You are located and whether You elect services governed by Our International Supplements. Our International Supplements may contain eligibility criteria and limitations on the Service which will prevail over more general provisions in these Terms. Notwithstanding more general provisions in these Terms, Our International Business Receivables (IBR) Service does not offer payment capabilities or the ability to hold funds and is expressly limited to the functions and features set forth in the Supplemental Terms of Service for IBR Users.

Eligibility to Use the Service. You represent and warrant that: (a) all Users are at least 18 years of age; (b) all Users and Your Organization or Individual, as appropriate, reside in the United States (except if You have created a Canadian BILL account or an IBR account pursuant to the Supplemental Terms of Service for Canadian Users or IBR Users respectively, in which case this section (b) does not apply); (c) You have not previously been suspended or removed from the Service; and (d) You will provide any and all documentation as requested by BILL, including as needed to verify identity and creditworthiness.

You understand and agree that if You are a corporation, partnership, or other Organization, then Your User(s) may access Your BILL account from outside of the country where You hold Your BILL account. You consent to BILL obtaining Your personal and/or business credit report from a credit reporting agency at account opening and whenever We reasonably believe there may be an increased level of risk associated with Your account.

Third Party Service Providers. You grant to BILL and We reserve the right to use third parties to provide or facilitate the Service. If BILL uses third parties to provide or facilitate the Service, We will remain responsible to You for providing the Service under this Agreement.

Account Administrators. Each account registered with BILL (a “BILL account”) must have at least one User in the “Administrator” role to manage and control access to the BILL account. The Administrator may invite and authorize other Users to access, establish login credentials for, and use the BILL account. The Administrator may revoke access and authorization of a User. Information about User(s) and their use of the Service may be provided by Us to the Administrator. If You are an Administrator, You understand and agree that You are responsible for any actions or inactions of a User that are not in compliance with this Agreement.

Updates to the Service. BILL reserves the right, from time to time to update the Service and/or make new applications, tools, features or functionalities available through the Service, the use of which may be contingent upon Your agreement to additional terms and/or service fees. BILL reserves the right to discontinue the Service, or certain applications, tools, features or functionalities of the Service, for any reason at any time, in BILL’s sole discretion, without BILL incurring any liability to You.

4.         Account Security

User Account Creation and Login Credentials. To use the Service, You may be required to register a BILL account and/or to enroll as a User. To register a BILL account and/or enroll as a User, You will be required to provide Us with information about Yourself, including but not limited to Your name, address, email address and other contact or identifying information, and about Your Organization or Individual, as appropriate. You agree that the information You provide to Us will be accurate and that You will keep it up-to-date at all times. Users will be asked to create a strong password and provide a device on which to receive a multi-factor authentication code, one-time password or similar authentication token or mechanism (collectively, the User’s “Login Credentials”). 

Security of User Login Credentials. Users are solely responsible for maintaining the confidentiality of Login Credentials. To the extent allowed by law, You accept responsibility for all activities on Your account authenticated through User Login Credentials, including all payment instructions provided to BILL, whether authorized or not. Each User agrees to keep User Login Credentials confidential and secure, and Users will not give or make Login Credentials available, directly or indirectly, to any unauthorized individual. You acknowledge and agree that if Users allow, whether through action or inaction, a person to gain access to Login Credentials, with or without permission, the User is authorizing that person to use the Service, and You will be responsible for all transactions that result from such access, even if they are unauthorized, fraudulent, or you did not want the transactions performed.

Commercially Reasonable Security Procedures. You acknowledge and agree that the Our security procedures are a commercially reasonable method of verifying Your identity and payment instructions, providing security against unauthorized payment instructions and fraud, and protecting Your BILL account.

Lost, Stolen or Compromised Account or Login Credentials. You agree to immediately notify BILL’s Customer Support through Our customer support portal if You believe that Your BILL account has been compromised or accessed without authorization, or any User’s Login Credentials have been lost, stolen or compromised, or someone has attempted or may attempt to make or request payments through Your BILL account without authorization.

Responsibility for Payment Instructions. To the extent allowed by law, You agree to be bound by all payment instructions or transactions initiated in compliance with BILL’s security procedures and this Agreement, whether or not authorized. You agree that You will be liable for all losses or payments resulting from (1) the theft, loss, compromise, or unauthorized use of Your BILL account or User Login Credentials and/or (2) any losses or unauthorized payments resulting from any fraudulent or illegal compromise of Your systems or processes. You agree that You will be responsible and liable for payments or transfers containing inaccurate instructions or other errors, unless limited by law. 

Upon Your timely report, We may, in Our sole discretion, use good faith measures to attempt to reverse and recover any unauthorized or erroneous payments or transfers on Your behalf, but BILL will have no responsibility, obligation, or liability in relation to such payments or transfers or any reversal or recovery attempts.

If You are an Individual consumer, please see our Electronic Funds Transfer Agreement and Disclosures & Error Resolution Notice for more information regarding Your rights and liabilities for unauthorized electronic payments and other errors.

Access through Third Party Platforms. If Users choose to access Your account through a third-party platform, You are making a determination that the third-party platform and its login protocol are sufficiently secure to protect User Login Credentials and Your BILL account, and You accept full responsibility and liability if access through the third-party platform leads to the compromise of User Login Credentials or Your BILL account.

5.         Rights We Grant to You

License We Grant to You. Subject to this Agreement, including payment of all Service Fees, BILL grants to You a personal, limited, non-exclusive, non-assignable, non-transferable and non-sublicensable license to access and use the Service, including without limitation the software that enables the Service, together with any updates, bug fixes, help content, and other related materials that BILL provides to You (collectively, the "Software"), solely for Your own use for so long as You are authorized to use the Service. You acknowledge and agree that if You are in violation of this Agreement, BILL may, in its sole discretion and without notice to You, immediately suspend or terminate Your license and/or access to the Service.

Reservation of Rights by BILL. BILL reserves and retains all rights in the Service not expressly granted to You in this Agreement. The Service is protected by copyright, trade secret, and other intellectual property laws. BILL and its licensors, if any, own the title, copyright, and other worldwide intellectual property rights in the Service and all copies thereof. This Agreement does not give You any rights in BILL’s or its licensors’ intellectual property, including its trademarks or service marks.

6.         Restrictions on Use

Acceptable Use Policy. You represent and warrant that You will not use the Service in connection with any business or industry prohibited under BILL’s Acceptable Use Policy. BILL reserves the right, in its sole discretion, to update or change the Acceptable Use Policy at any time. You are solely responsible for ensuring that Your use of the Service complies with the current Acceptable Use Policy. You acknowledge and agree that if You are in violation of the Acceptable Use Policy, BILL may, in its sole discretion and without notice to You, immediately suspend or terminate Your access to the Service.

Service for Authorized and Lawful Purposes Only. You agree that You will use the Service only as permitted by applicable law and exclusively for authorized purposes, consistent with this Agreement. You will not, and You will not allow any third party, to:

Prohibited Payments. You acknowledge and agree that You will not use the Service for payment of alimony; child support; marijuana related businesses; or payments to settle securities transactions.

No Assignment or Transfer. You may not assign or transfer the Agreement, in whole or in part, without BILL’s written consent. Any attempted assignment or transfer in violation of this Section or this Agreement will be null and void. BILL may assign its rights or delegate its obligations hereunder without Your consent. Subject to these restrictions, the Agreement will inure to the benefit of the successors and permitted assigns of the parties. 

No Office of Foreign Assets Control (“OFAC”) Sanctions. You represent and warrant that: (a) You are not located in a country that is subject to U.S. Government sanctions or embargoes, including Iran, Syria, Cuba, North Korea, and the Crimea region of Ukraine, or are a State Sponsor of Terrorism as defined by the US Department of State, or are a person, group or entity that has been designated by the U.S. Government as a Specially Designated National (SDN); (b) You are not listed on any U.S. Government list of prohibited or restricted parties; and (c) You will not use the BILL Service to send money, either directly or indirectly, to a sanctioned country, person, group or entity. 

No Marketing. If BILL provides You with information about another User of the Service, You acknowledge and agree that You will not use the information for any purpose other than the purpose for which the information is provided to You. You may not disclose, sell, rent, or distribute another User’s information for any purpose unrelated to Your use of the Service. You may not use the information for marketing purposes, unless You separately obtain the appropriate consent of the specific User to do so. 

“Business Associate” under HIPAA. BILL may, upon request, operate as a “business associate” of certain Users of the Service, including You, for the purposes of The Health Insurance Portability and Accountability Act of 1996, as amended (“HIPAA”). You agree that You will not send or transmit any electronic “Protected Health Information” (“ePHI”, as defined in HIPAA) to BILL or otherwise in any manner through the Service unless and until you have a Business Associates Agreement (“BAA”) with BILL. You are solely responsible for ensuring that Your use of the Service complies with all applicable laws and regulations, including HIPAA. If We become aware that You have sent or transmitted ePHI in any manner through the Service in violation of this Agreement or the BAA, We may delete the ePHI without notice to You and without BILL incurring any liability to You. You agree to pay any costs or fees associated with that ePHI deletion.

7.         Rights You Grant to Us

Right to Refuse to Make Payment. You grant to Us and BILL reserves the right to limit, delay, investigate, or to refuse to make, process or issue any payment initiated or requested through the Service, in Our reasonable discretion, without BILL incurring any liability to You. BILL will use commercially reasonable efforts to provide notice promptly if We decide to limit, delay, investigate or to refuse to make, process or issue a payment. This notification is not required if the payment or notice is prohibited by law or this Agreement.

Transaction Limits. When You use the Service, You grant to Us and We reserve, in Our sole discretion, the right to impose limits on the amount of money sent or received through the Service, on a per transaction or a cumulative basis, and to change those limits at any time, without BILL incurring any liability to You. If We impose or change such limits, We will use commercially reasonable efforts to provide notice to You, but will not be required to do so.

Right of Set Off. To the extent permitted by law, You grant to us the right to apply or set off any money or credit balance in which You have an interest and which is in Our possession, custody or control, in satisfaction of any amounts or liabilities that You owe to Us.

Account Termination. BILL reserves the right to suspend or terminate Your account or Your access to the Service at any time, for any reason (including for a violation of this Agreement, the failure to pay applicable Service Fees, or inactivity), in Our reasonable discretion, without BILL incurring any liability to You. If We suspend or terminate Your account or access to the Service, We will use commercially reasonable efforts to provide notice to You, but will not be required to do so and will not be liable for failure to do so.

Feedback. If You provide any feedback to BILL concerning the functionality and performance of the Service (including by identifying potential errors and improvements), You agree to assign to BILL all rights, title, and interest in and to such feedback, and BILL is free to use such feedback without payment or restriction.

Marketing. To the extent permitted by law, You agree and consent that BILL may list or identify You as a customer of BILL, including through the use of Your brand or logo, for Our marketing or promotional purposes. You may revoke this consent at any time by changing Your account profile settings, or by contacting BILL Customer Support through Our customer support portal.

Right to Contact You. As permitted by law, Your use of or interaction with the Service provides Your consent to receive informational calls, marketing calls, and text messages from BILL at any telephone number provided to Us in connection with Your BILL account including by automated means. We may place these calls or texts for any purpose consistent with this Agreement or Our Privacy Notice, including but not limited to providing multi-factor authentication or a one-time password, notifying You regarding Your account, and regarding new account functions, features, and Services, and helping You with Your BILL account, or to resolve a dispute. Standard rates and text charges may apply. You can opt out of receiving calls from BILL at any time by contacting BILL Customer Support through Our customer support portal. 

Monitoring/Recording of Telephone Calls. You understand and agree that BILL may, without further notice or warning and in Our sole discretion, where permitted by law, directly or through a third-party service, monitor and/or record any telephone calls between You and Our employees, contractors, or agents for purposes of quality control and/or training purposes, as required by applicable law, or for BILL’s protection. While Your communications with BILL may be overheard, monitored, or recorded, not all telephone lines or calls may be recorded by BILL, and We do not guarantee that recordings of any particular telephone calls will be retained or retrievable.

8.         Anti-Money Laundering and Know Your Customer Requirements

US Patriot Act. To help the U.S. government fight the funding of terrorism and money laundering activities, federal and state law requires financial institutions, including money services businesses, to obtain, verify, and record information that identifies every customer. 

What this means for You. When You use the Service, We will ask You for Your name, address, date of birth, and if You are located within the United States, Your social security number (SSN) and/or Employer Identification Number (EIN) and other information that will allow Us to identify You. We may also ask to see other identifying documents, including but not limited to, Your driver’s license and business related documents. We will let You know if additional information is required.

Verification Required. We reserve the right to refuse to allow any User, Vendor or Customer to use or participate in the Service if We are unable to obtain or verify information relating to identity or financial condition, such as identifying information for an Organization’s representatives or beneficial owners. Notwithstanding any steps that We take to verify the information provided to Us, You represent and warrant that all information You provide is complete, truthful, accurate, and up-to-date. You also agree to provide Us with updated information if the information You have provided to Us changes.

Review of Accounts and Payments. You grant to Us and BILL reserves the right to review or place on hold any BILL account or any payment requested or initiated, through the Service for any reason, including but not limited to credit and fraud risk or compliance with applicable laws (such as anti-money, laundering regulations, combating terrorist financing laws, OFAC sanctions and sanctions laws applicable in a country where You are located), conflicting ownership claims and legal orders. In Our sole discretion, BILL may place a hold on a payment for as long as reasonably necessary to conduct an appropriate inquiry regarding the payment, a BILL account, a User, an Organization or Individual, a Customer, a Vendor, or any related facts or circumstances. Depending on the results of this review, BILL reserves the right to take any appropriate action, including canceling the payment, reversing the payment, or continuing to hold the payment pending instructions from a government agency.

Reports. You acknowledge that We may make appropriate reports regarding payments made through the Service, including but not limited to financial institutions, regulators, tax agencies and law enforcement authorities, and We will cooperate with the appropriate authorities in any resulting investigation or prosecution, all as required or permitted by law.

9.         User Data

BILL Access to User Data. If You upload, store, share, or otherwise process Your documents, information, data and content ("Your User Data") or synch Your User Data from Your accounting software to the Service, You consent to BILL’s access and processing of Your User Data in accordance with Our Privacy Notice, this Agreement, the settings on Your BILL account, or the features of the Service You elect to use. BILL reserves the right to remove or delete Your User Data from the Service for any reason, including if Your User Data violates this Agreement or applicable law, in BILL’s reasonable discretion, without BILL incurring any liability to You. Except as otherwise provided in this Agreement, We do not claim ownership of Your User Data. 

No Monitoring. You acknowledge and agree that BILL has no responsibility to monitor or police Your use of the Service, including but not limited to communications, information or data transmitted through the Service, such as Your User Data, and BILL will not be responsible for the content of any such communications, data or transmissions. However, BILL reserves the right, at all times, to review, retain and disclose any such information as necessary to ensure compliance with this Agreement or as required or permitted by law.

BILL Access to Technical Data. You agree that BILL may collect, use and disclose to BILL’s service providers technical data and related information (including but not limited to information about Your device, system and application software, and peripherals), to provide You with the Service, Software updates, product support, risk and fraud management and other services related to the Service, and to track and report Your activity inside of the Service. You understand that BILL may use aggregated and anonymized data for analytics purposes. Please see Our Privacy Notice for more details on how BILL collects, uses, shares and protects Your information.

No Liability. Subject to Our Privacy Notice, You agree that BILL will have no responsibility or liability with respect to Your User Data that You request or choose to have processed, transmitted, disclosed, or stored in connection with the Service, including with respect to any of Your User Data that You request to have deleted from the Service, other than as provided under this Agreement. 

10.         Fees and Payment Terms

Service Fees. Access to the Service, or to certain features of the Service, may require You to pay certain fees (individually and collectively, “Service Fees”), including but not limited to account subscription fees, transaction fees, payment processing fees, and other special services fees. Transaction, payment processing or other special service fees are separate from subscription fees associated with subscription plans. Information on Service Fees can be found on the BILL Website. You agree to pay when due all Service Fees applicable to Your use of the Service. You agree that You are responsible for the full amount of applicable Service Fees for each billing cycle in which You use the Service or maintain a BILL account, even if You don’t use the Service during the billing cycle or use the Service for only a portion of the billing cycle. BILL reserves the right to refuse to cancel Your BILL account if Your account is not in good standing or has any overdue Service Fees. 

Changes to Service Fees. BILL reserves the right to change the Service Fees from time to time, in its sole discretion. BILL will provide advanced notice of any material increase of a change in Service Fees. If the increase in Service Fees is not acceptable, Your sole and exclusive remedy will be to stop using the Service and/or cancel Your BILL account, as applicable. By continuing to use the Service after notice of the new Service Fees, You accept all changes in Service Fees. All Service Fees are non-refundable, except in the sole discretion of BILL.

Payment of Service Fees. You authorize BILL to use the credit or debit card You have provided to Us (as updated by You from time to time), or the bank account associated with Your BILL account (each a "Billing Account") to automatically charge You, in U.S. dollars, for the Service Fees applicable to Your BILL account or Your use of the Service, plus any applicable taxes. If BILL is unable to charge the Billing Account for any reason, You agree to pay all past due Service Fees and taxes within 5 business days of notice of non-payment from BILL. If amounts owed are not paid within 5 days of that notice, interest will accrue on all past due amounts at the rate of 1.5% per month or the highest rate of interest allowed by law (whichever is less), calculated from the date the amount was due until the date that payment is received. If Your BILL account becomes overdue, BILL will be entitled to reimbursement for the reasonable costs of collection, including reasonable attorneys’ fees and expenses. 

Inactive Accounts. If Your BILL account becomes inactive because You do not process a payment for an extended period of time, or because You have not linked a valid bank account, You may have a balance that is deemed “unclaimed” or “abandoned” under applicable state law. BILL may transfer any such "unclaimed" or "abandoned" funds in Your BILL account as required or permitted by applicable law. As provided by law, BILL may deduct a dormancy fee from any funds transferred under this paragraph.

11.         Deactivating a User or Canceling Your BILL Account

Your Right to Cancel. You may request to deactivate a User or cancel Your BILL account at any time by submitting a request through Your BILL account or through Our customer support portal. BILL reserves the right to require up to 60 days’ prior notice of cancelation or User deactivation.

Effective Date of Cancelation: Subscription Accounts. This section applies to You if Your BILL account is an account with agreed upon subscription Service Fees (“Subscription Account”). When You request to deactivate a User, the User deactivation will be effective on the last billing day of the then-current billing cycle for the Subscription Account or the date such request is processed and completed by Us, whichever is earlier. When You request to cancel a Subscription Account, the cancelation will be effective on the last day of the then-current billing cycle for Your Subscription Account, if there are no pending payments on the BILL account or if all pending payments will be posted and completed before the end of that billing cycle. If there are pending payments that will not be posted and completed by the last day of the billing cycle in which You request to cancel Your Subscription Account, the account cancelation will be effective on the last day of the next billing cycle or the date on which the last requested payment is posted and completed, whichever is later. BILL reserves the right to void any payments that have not been processed and paid on or before the effective date of account cancelation. You will be responsible for all Service Fees that accrue up to the effective date of cancelation.

Effective Date of Cancelation: Non-Subscription Accounts. If You do not have a Subscription Account with BILL, Your request to deactivate a User or to cancel Your BILL account will be effective on the date the request is processed or the date on which the last requested payment is posted and completed, whichever is later. You will be responsible for all Service Fees that accrue up to the effective date of cancelation.

Your Documents. If You cancel Your BILL account, BILL may maintain copies of any information or data that You upload to or create in the Service, such as Your User Data, Bills, and Documents, as required or permitted by law, this Agreement or Our Privacy Notice.

12.         Warranty and Disclaimer

THE SERVICE IS PROVIDED "AS-IS" WITHOUT ANY WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT. YOU ASSUME ALL RISK AS TO THE RESULTS AND PERFORMANCE OF THE SERVICE AND YOUR DEALING WITH ANY OTHER SERVICE USER. BILL DOES NOT WARRANT THAT THE SERVICE IS COMPLETELY SECURE OR IS FREE FROM BUGS, INTERRUPTIONS, ERRORS, OR OTHER PROGRAM LIMITATIONS, OR THAT ALL ERRORS WILL BE CORRECTED. BILL FURTHER DISCLAIMS ANY AND ALL WARRANTIES ARISING FROM THE COURSE OF DEALING OR USAGE OF TRADE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM BILL OR ELSEWHERE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT. YOU UNDERSTAND AND AGREE THAT YOU USE THE SERVICE, AND USE, ACCESS, DOWNLOAD, OR OTHERWISE OBTAIN MATERIALS OR CONTENT THROUGH THE SERVICE AND ANY ASSOCIATED SITES OR SERVICES, AT YOUR OWN DISCRETION AND RISK, AND THAT YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM OR MOBILE DEVICE USED IN CONNECTION WITH THE SERVICE), OR THE LOSS OF DATA THAT RESULTS FROM THE USE OF THE SERVICE OR THE DOWNLOAD OR USE OF THAT MATERIAL OR CONTENT.

13.         Third-Party Services, Websites, and Products

Third-Party Services. Through the Service, You may access third-party websites, databases, networks, servers, information, software, programs, systems, directories, applications, or products or services (collectively, “Third-Party Services”).

No Control Over Third-Party Services. BILL does not have or maintain any control over Third-Party Services, and is not responsible for their content, operation, or use. By linking or otherwise displaying information from or providing access to any Third-Party Services, BILL does not give any representation, warranty or endorsement, express or implied, with respect to the legality, accuracy, quality, or authenticity of content, information, or services provided by those Third-Party Services. 

Terms of Third-Party Services. Third-Party Services may have their own terms of use, licenses or privacy policies, and may have different practices and requirements from BILL. For example, if You access or use the Google Maps Platform (“Google Maps”) through the Service, Your use of Google Maps is subject to Google’s Terms of Service and the Google Privacy Policy. You are solely responsible for reviewing any terms of use, privacy policies or other terms governing Your use of these Third-Party Services, which You use at Your own risk. You are advised to make reasonable inquiries and investigations before entering into any transaction, financial or otherwise, and whether online or offline, with any third party related to any Third-Party Services.

Disclaimer of Liability for Third-Party Services. You are solely responsible for taking the precautions necessary to protect Yourself from fraud when using Third-Party Services, and to protect Your computer systems from viruses, worms, Trojan horses, and other harmful or destructive content and material that may be included on or may emanate from any Third-Party Services. BILL disclaims any and all responsibility or liability for any harm resulting from Your use of Third-Party Services, and You irrevocably waive any claim against BILL with respect to the content or operation of any Third-Party Services.

Third-Party Software. The software You download consists of a package of components, including certain third-party software (“Third-Party Software”) provided under separate license terms (the “Third-Party Terms”). Your use of the Third-Party Software in conjunction with the Service in a manner consistent with this Agreement is permitted, however, You may have broader rights under the applicable Third-Party Terms and nothing in this Agreement is intended to impose further restrictions on Your use of the Third-Party Software.

Synching Your BILL Account with Your Accounting Software. If You choose to synchronize Your BILL account and Your accounting software, You understand and agree that You are solely responsible, and BILL is not responsible, for the information and data that You choose to synchronize and share between Your BILL account and Your accounting software. If You choose to link Your BILL account to Your accounting software, You are making a determination that the accounting software is sufficiently secure to protect Your BILL account. When You use third-party accounting software, You understand and agree that use is subject to the terms of service and privacy policy of the software provider.

Third-Party Disputes. BILL IS NOT AFFILIATED WITH ANY OTHER BILL USER, CARRIER, SERVICE PROVIDER, THIRD-PARTY, OR THIRD-PARTY SERVICE, AND ANY DISPUTE YOU HAVE WITH ANY OTHER BILL USER, CARRIER, SERVICE PROVIDER, THIRD-PARTY SERVICE, OR OTHER THIRD PARTY ARISING FROM YOUR USE OF THE SERVICE, INCLUDING, WITHOUT LIMITATION, YOUR EMPLOYER, IS SOLELY BETWEEN YOU AND SUCH THIRD PARTY, AND YOU IRREVOCABLY RELEASE BILL (AND OUR OFFICERS, DIRECTORS, AGENTS, SUBSIDIARIES, JOINT VENTURES, AND EMPLOYEES) FROM ANY AND ALL CLAIMS, DEMANDS AND DAMAGES (INCLUDING BUT NOT LIMITED TO DIRECT AND CONSEQUENTIAL DAMAGES AND OTHER SPECIAL, INDIRECT OR INCIDENTAL DAMAGES)) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES. BILL WILL NOT, AND WILL NOT ATTEMPT, TO REVERSE OR OTHERWISE RECOVER ANY PAYMENT OR TRANSACTION THAT IS SUBJECT TO A BONA FIDE DISPUTE BETWEEN YOU AND ANY THIRD PARTY. 

Limited Third-Party Rights to Enforce this Agreement. You acknowledge and agree that certain distributors of the Service, including but not limited to mobile app store providers, such as Apple, Inc. and Google Inc., are intended beneficiaries of this Agreement and have a limited right to enforce this Agreement directly against You. Other than as set out in this Section, this Agreement is not intended to grant rights to anyone except You and BILL, and in no event shall the Agreement create any third-party beneficiary rights. No additional consents are required to exercise any rights to terminate, rescind, or agree to any variation, waiver, or settlement of this Agreement.

Mobile Applications. When You download a BILL mobile application (“mobile app”) from the Apple App Store, the Google Play Store, or other authorized app store provider (collectively and individually, “Mobile Provider”) for use on a mobile device, You acknowledge and agree to that this Agreement is between You and BILL only, not the Mobile Provider, and the Mobile Provider is not responsible for the Service or the content thereof. The Mobile Provider has no obligation whatsoever to furnish any maintenance and support services with respect to the Service. You agree that the Mobile Provider is not responsible for addressing any claims by You or any third party relating to the Service or your possession and/or use of the Service. The Mobile Provider is not responsible for the investigation, defense, settlement and discharge of any third-party claim that the Service or Your possession and use of the Service infringes that third party’s intellectual property rights. You agree to comply with any applicable third-party terms when using the Service through a mobile app.

14.         Limitation of Liability

IN NO EVENT SHALL BILL BE LIABLE TO YOU, YOUR ORGANIZATION OR INDIVIDUAL, ANY USER, OR ANY THIRD PARTY IN CONNECTION WITH THIS AGREEMENT OR THE SERVICE, FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL DAMAGES, LOSS OF INCOME, DATA, PROFITS, REVENUE OR BUSINESS INTERRUPTION, OR COST OF SUBSTITUTE SERVICES, OR OTHER ECONOMIC LOSS, WHETHER OR NOT BILL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND WHETHER ANY CLAIM FOR RECOVERY IS BASED ON THEORIES OF CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY) OR OTHERWISE. BILL WILL NOT BE LIABLE FOR ATTORNEYS’ FEES, EXCEPT AS REQUIRED BY LAW. 

NOTWITHSTANDING ANY OTHER PROVISIONS OF THIS AGREEMENT, IN NO EVENT SHALL BILL'S AGGREGATE LIABILITY TO YOU, YOUR ORGANIZATION OR INDIVIDUAL, ANY USER, OR ANY THIRD PARTY IN CONNECTION WITH THIS AGREEMENT OR THE SERVICE EXCEED THE TOTAL FEES PAID BY YOU OR YOUR ORGANIZATION TO BILL IN THE TWELVE MONTH PERIOD PRECEDING THE EVENT(S) THAT GAVE RISE TO SUCH LIABILITY, OR ONE HUNDRED DOLLARS ($100.00), WHICHEVER IS GREATER, REGARDLESS OF THE FORM OR THEORY OF THE CLAIM OR ACTION.

Each provision of this Agreement that provides for a limitation of liability, disclaimer of warranties, or exclusion of damages is intended to and does allocate the risks between the parties under this Agreement. Each of these provisions is severable and independent of all other provisions of this Agreement. All limitations of liability, disclaimers of warranties, and exclusions of consequential damages or other damages or remedies will remain fully valid, effective and enforceable in accordance with their respective terms, even under circumstances that cause an exclusive remedy to fail of its essential purpose. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF DAMAGES, LIABILITY OR CERTAIN WARRANTIES IN CERTAIN CIRCUMSTANCES. ACCORDINGLY, IN THOSE JURISDICTIONS, SOME OF THESE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY. 

15.         Indemnity

You agree to full liability and responsibility for Your use of the Service, and You will defend and indemnify BILL and its officers, directors, employees, consultants, affiliates, subsidiaries and agents from and against every claim, liability, damage, loss, and expense, including reasonable attorneys' fees and costs, arising out of or in any way connected with: (a) Your violation of any portion of this Agreement, or any applicable law or regulation; (b) Your violation of any third-party right, including any intellectual property right, or publicity, confidentiality, other property or privacy right; or (c) any dispute or issue between You and any third party. We reserve the right, at Our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by You (without limiting Your indemnification obligations with respect to that matter), and in that case, You agree to cooperate with Our defense of that claim.

16.         Agreement to Arbitrate

Agreement to Arbitrate. In the interest of resolving disputes between You and BILL in the most expedient and cost-effective manner, You and BILL agree that every dispute arising in connection with this Agreement will be resolved by binding arbitration. Arbitration is less formal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, may allow for more limited discovery than in court, and can be subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award (although the arbitrator must abide by the contractual limits on damages in this Agreement) and must enforce applicable statutes of limitation and legal defenses. This Agreement to Arbitrate disputes includes all claims arising out of or relating to any aspect of this Agreement, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the termination of this Agreement. BY ENTERING IN THIS AGREEMENT, YOU AND BILL ARE EACH WAIVING THE RIGHT TO FILE A LAWSUIT AND THE RIGHT TO A TRIAL BY JURY. YOU UNDERSTAND AND AGREE THAT ANY ARBITRATION UNDER THIS AGREEMENT WILL BE ON AN INDIVIDUAL BASIS.

Waiver of Class Actions and Right to Trial by Jury. To the fullest extent permitted by law, You acknowledge and agree that You may bring claims against BILL only in Your individual capacity and not as a plaintiff or class member in any purported class or representative proceeding. CLASS ACTIONS, CLASS ARBITRATIONS, REPRESENTATIVE ACTIONS, AND/OR CONSOLIDATION OF ACTIONS OR ARBITRATIONS ARE NOT ALLOWED. YOU AGREE THAT YOU HAVE EXPRESSLY AND KNOWINGLY WAIVED YOUR RIGHTS TO PARTICIPATE IN A CLASS ACTION AND TO A TRIAL BY JURY.

Procedures. Any arbitration between You and BILL will be resolved under the Federal Arbitration Act, administered by the American Arbitration Association (“AAA”) and governed by the Commercial Dispute Resolution Procedures of the AAA, and where the claim is by or against a natural person and involves a product or service for personal or household use, then the arbitration will be governed by the AAA Consumer Rules (collectively, “AAA Rules”), as modified by this Agreement. The AAA Rules and filing forms are available online at www.adr.org. 

Notice. If You intend to seek arbitration, You must first send a written notice (“Notice”) of Your claim or dispute to BILL by certified U.S. Mail or by Federal Express (signature required). BILL's address for Notice is BILL’s address of record as listed on the BILL Website, ATTN: LEGAL. The Notice must describe: (a) the nature and basis of the claim or dispute; and (b) the remedy that You want (“Demand”). You and BILL agree to make good faith efforts to resolve the claim directly, but if You and BILL do not reach an agreement within 30 days after the Notice is received, You or BILL may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by You or BILL must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any.

Fees. If You commence arbitration in accordance with this Agreement, the payment of fees related to the arbitration will be decided by the AAA Rules. If Your claim is less than ten thousand dollars ($10,000.00), BILL will reimburse You for the payment of the filing fee. However, if the arbitrator finds that either the substance of Your claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), You agree to reimburse BILL for any fees paid on Your behalf that would otherwise be Your obligation under the AAA Rules.

Location. The arbitration hearing will take place at a location to be agreed upon in Santa Clara County, California. If Your claim is for twenty five thousand ($25,000) or less, You may choose whether the arbitration will be conducted: (a) solely on the basis of documents submitted to the arbitrator; (b) through a non-appearance based telephone hearing; or (c) by an in-person hearing as established by the AAA Rules in the county (or parish) of Your billing address. 

Severability. The arbitrator has exclusive authority to resolve any dispute relating to the interpretation, applicability, or enforceability of this Agreement. If this Agreement to Arbitrate is found to be, in whole or in part, invalid or unenforceable, the remaining provisions of this Agreement will remain in effect, and, where this Section 16 cannot be enforced, You agree that the exclusive jurisdiction and venue described in Section 17 will govern any action arising out of or related to this Agreement.

Exceptions to Agreement to Arbitrate. Notwithstanding any other provision of Section 16, nothing in this Agreement will be deemed to waive, preclude, or otherwise limit the right to: (a) bring an individual (non-class, non-representative) action in small claims court so long as such action remains in small claims court; (b) pursue a private general attorney action where arbitration cannot be required under applicable law; (c) seek injunctive relief in a court of law; or (d) to file suit in a court of law to address an intellectual property infringement claim.

17.         Governing Law; Choice of Forum

This Agreement and all matters arising out of or relating to this Agreement, including any disputes between You and BILL, will be governed by the laws of the State of California, without regard to its conflicts of law provisions. To the extent that any dispute or action relating to this Agreement is permitted to be brought in a court of law, You agree that the legal action or proceeding will be brought exclusively in the state courts located in Santa Clara County, California, or the federal courts in the Northern District of California. Subject to the provisions of Section 16, You and BILL agree to submit to the exclusive jurisdiction of and agree that venue is proper in the state courts located in Santa Clara County, California, or the federal courts in the Northern District of California in any legal action or proceeding. The United Nations Convention on Contracts for the International Sale of Goods will not apply to any matters arising out of or relating to this Agreement.

18.         Other Provisions

Language. If BILL provides a translation of the English language version of this Agreement, the translation is provided solely for convenience, and the English version will prevail.

Headings. The headings in this Agreement are for convenience only and have no legal effect.

Force Majeure. BILL will not be liable for any delay or failure to perform any obligation related to the Service if the delay or failure is due to unforeseen events that are beyond BILL’s reasonable control, such as strikes, blockade, war, terrorism, riots, natural disasters, epidemic, or governmental action.

Waiver. The waiver of any default or breach of this Agreement will not constitute a waiver of any other or subsequent default or breach. Except as otherwise stated in this Agreement, the exercise of any remedy under this Agreement will be without prejudice to other remedies available under this Agreement or otherwise.

Severability. In the event any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions of the Agreement will remain in full force and effect.

Compliance with Laws. You and BILL each agree to comply with all applicable laws and regulations with respect to the Service and Your use of the Service, including without limitation any export laws and regulations of the United States. 

No Agency. Except as otherwise expressly provided in Our Agreement with You, nothing in this Agreement, will be construed to create a partnership, joint venture, agency or fiduciary relationship between You and BILL. 

Third-Party Beneficiaries. This Agreement is intended for the sole and exclusive benefit of You and BILL, and is not intended to benefit any third party, except as otherwise stated. 

Entire Agreement. This Agreement constitutes the complete and exclusive agreement between You and BILL concerning the Service and supersedes all other agreements or understandings, written or oral, about the Service.

19.         Updates and Changes to This Agreement

BILL reserves the right to modify or change this Agreement (including adding and deleting any terms), as well as its policies relating to the Service, at any time, in Our sole discretion. BILL will post revised Terms or policies on Our Website, and will provide notice to You of material changes to this Agreement. You will be deemed to have accepted and agreed to any revisions or changes to this Agreement at the time of (i) Your electronic acceptance of the revised, changed or new Agreement, or (ii) Your use of the Service after the effective date of the revised, changed or new Agreement. If the revised, changed or new Agreement is not acceptable to You, Your sole and exclusive remedy will be to stop using the Service and/or to cancel Your account as provided in Section 11. 

SCHEDULE 1
Bill Payment Service

This Schedule 1 sets forth additional Terms that apply to all uses of the accounts payable services, features and functionalities (“Bill Payment Service”) of the Service. This Schedule is supplemental to and incorporated into the Agreement that governs the Service. All capitalized terms used but not defined herein have the meanings given to them in the Terms.

1.         Using the Bill Payment Service

Using the Bill Payment Service. The “Bill Payment Service” is a set of services, features and functionalities that enables You to make payments to Vendors through the Service. 

Payment Accounts. To use the Bill Payment Service, You must associate one or more valid bank account(s), credit card(s), or debit card(s) (individually and collectively, Your "Payment Account") with Your BILL account. Any bank account that You may associate with Your BILL account will be considered to be a “Payment Account.” When You enter Payment Account information for purposes of the Bill Payment Service, You represent and warrant:

Authorized Payers. By entitling a User to make payments through the Service (a “Payer”), You represent and warrant to Us that the Payer is authorized to instruct BILL to make payments and to initiate debit or credit entries, as applicable, to or from any Payment Account, as provided under this Agreement, the terms of the financial institution holding the Payment Account, and any applicable laws, regulations or rules. You will be responsible for any and all payments requested or made by a Payer, whether or not authorized by You.

Payment Instructions. When We receive a payment instruction from You or any Payer, We will use commercially reasonable efforts to make and deliver the payment, subject to this Agreement, and You authorize Us to debit Your Payment Account and remit funds on Your behalf, all in accordance with the payment instruction. You agree to be bound by any payment instructions that You or any Payer provides to Us, to the fullest extent allowed by law.

Rights We Reserve. BILL reserves the right to limit or cap or to refuse to make any payment transaction requested or initiated through the Bill Payment Service, for any reason, in BILL’s sole discretion, without BILL incurring any liability to You. By using the Bill Payment Service, You grant to Us and BILL reserves the right to suspend or cancel any payments requested or initiated by You or a Payer, including if Your BILL account is not in good standing. In the event that We suspend or cancel Your payment, BILL will credit the amount of any electronic ACH debit(s) received by Us to fund the payment (as described in Section 10 of this Schedule) to Your Payment Account, and You authorize BILL, in its sole discretion, to withhold and collect from any such credit(s) any Service Fees or other amounts owed by You to BILL.

Making Card Payments. The Bill Payment Service enables certain BILL Users to fund payments to Vendors via credit or debit card (“Card(s)”). To fund a payment to a Vendor using a Card, You will need to associate one or more valid Cards with Your BILL account. If Your BILL account is eligible to make payments via Card, You may use Cards issued on the following payment networks: MasterCard®, Visa®, Discover®, JCB®, Diners Club® networks. Certain restrictions may apply. Upon the addition of a Card to Your BILL account, You agree that BILL may verify the validity of Your Card pursuant to any reasonable method in BILL's sole discretion, including validating Your authority to use the Card. A temporary, small authorization charge may appear on Your card statement provided by the issuing bank for this purpose. All of the following apply when You use a Card to fund a payment to a Vendor:

BILL balance. If You have an eligible BILL account, You will be able to hold a balance of funds in Your BILL account (a “BILL Balance”). You can use Your BILL Balance to fund payments to Vendors and receive payments from Your Customers, among other benefits. BILL Balance allows eligible BILL accounts to receive money, hold money, transfer money to pay Vendors, and move money from Your BILL Balance to Your Payment Account. Your BILL Balance consists of the funds You have in your BILL account for new payments and that are not subject to pending transactions. You will pay the standard transaction fees for any transfers from Your BILL Balance to pay Vendors.

2.         Vendor Set Up and Management

Setting Up Your Vendors. To use the Bill Payment Service, You will be required to provide information for Your Vendors, including for Vendors that are not part of the BILL network. For each Vendor, You agree to provide correct and current information as requested by BILL. By providing, entering, connecting, or uploading any Vendor information to the Service, You represent and warrant that You have obtained all necessary authorizations or consents from the Vendor to share such information. You represent and warrant that the Vendor agrees, or You have the authority to agree on behalf of the Vendor, to be subject to and comply with this Agreement and all applicable laws, rules and regulations. You authorize Us to send emails, text messages and to call Your Vendors as needed to facilitate the Services provided to You and to provide Your Vendors with information regarding other products or Services. You represent and warrant that Your Vendor has agreed to receive such communications from Us. You further represent and warrant that when We send Your Vendor transactional communications that relate to payments that those communications facilitate a previously agreed upon commercial transaction between You and Your Vendor.

You are solely responsible and BILL is not responsible for verifying the accuracy of any Vendor information provided in connection with Your BILL account or use of the Service. BILL will have no liability for losses or damages resulting from the accuracy or inaccuracy of Your Vendor’s information, including bank account information, or Your or Your Vendor’s actions or inactions. If You invite a Vendor to set up a BILL account, You acknowledge that it may take several business days to set up the Vendor in the Service. BILL does not guarantee that a Vendor will be set up in the Service. 

Vendor Selection. If You choose to connect with, link or pay a Vendor in the BILL network, You acknowledge and agree that You are solely responsible for selecting and paying the correct Vendor. BILL will have no liability or responsibility if You select or pay an incorrect Vendor. 

Payment Instruction Authorizations. When You create or link a Vendor to Your BILL account, You authorize Us to follow the payment instructions that We receive from You or a Payer to pay that Vendor. In order to process payments more efficiently and effectively, We may submit check payments to the best known Vendor address, alter payment data or data formats for a Vendor, or send a payment through the Vendor Direct Service as provided in Section 12 of this Schedule, all in Our sole discretion and without notice to You. BILL reserves the right to refuse to make payments to any Vendor, in BILL’s sole discretion.

3.         Choosing a Payment Method

To use the Bill Payment Service, for each payment transaction, You must choose a payment method to pay Your Vendor. Available payment methods may include electronic ACH payment, check payment, Card payments, or virtual card (Vendor Direct) payment. The payment method selected may be governed by additional Terms, including as set forth in other Schedules to this Agreement. BILL reserves the right to change or limit the payment method options available to any Payer or Vendor, or to select the method by which a payment transaction will be made, all in BILL’s sole discretion. 

4.         Scheduling Bill Payment

Process Dates. Payment transactions made through the Bill Payment Service require sufficient time for BILL to debit Your Payment Account and for Your Vendor to receive payment. When making a payment through the Bill Payment Service, You must select an available date on which BILL will process the ACH debit from Your Payment Account to fund the payment ("Process Date"). You agree that You are solely responsible for scheduling payments and selecting an appropriate Process Date for each payment transaction. You understand that the selection of a future Process Date may not be available for all products and services.

No Warranty or Representation. When provided by BILL, estimated payment dates are for convenience only, and BILL does not guarantee that a payment to a Vendor will be made within any specific time frame of the Process Date, and BILL disclaims any responsibility or liability if a payment scheduled through the Bill Pay Service is not made to a Vendor on or before any specific date. It is Your sole responsibility to ensure that payment to a Vendor is made as required by agreement, contract or law. Except as otherwise agreed or required by law, You will be solely responsible and BILL will not be responsible for all penalties, interest charges, and other late payment fees associated with payments that are delivered after their due date.

5.         Debits from Your Payment Account

Debits. When You use the Bill Payment Service to pay a Vendor, You are responsible for the payment amount and agree to fund the payment to BILL. To fund the payment, You authorize BILL to process a debit or charge to Your Payment Account, pursuant to your Payment Instructions, in the full amount of each payment You or a Payer has requested. If a debit or charge to Your Payment Account to fund a payment made by You through the Service is rejected or returned by Your bank for any reason, YOU UNDERSTAND AND AGREE THAT YOU CONTINUE TO BE RESPONSIBLE FOR FUNDING THE PAYMENT AMOUNT AND AGREE TO PAY THE AMOUNT OF THE RETURNED DEBIT DIRECTLY TO BILL WITHIN 5 BUSINESS DAYS. You agree that We may resubmit a returned or rejected debit to any Payment Account in Our sole discretion. You agree to pay all penalties, interest charges, late payment fees, service fees, and/or interest related to the rejected or returned funding debit. If an ACH debit or Card payment processed by Us from Your Payment Account is rejected or returned for any reason, We reserve the right to suspend all payments from Your BILL account, or to terminate Your BILL account, all in Our sole discretion in addition to other rights and remedies We have under the law and this Agreement.

ACH Debits from Your Payment Account. You certify that Your Payment Account is enabled for ACH debits, and agree to reimburse BILL for all penalties and fees incurred if any funding ACH debit is returned because Your Payment account was not properly configured to accept ACH debits. 

6.         Payment Cancelation or Modification

Payment Cancelation. You understand and agree that when You authorize a payment to be made to a Vendor through the Service, Your authorization remains in effect for up to 30 days. Payments that are scheduled but have not yet begun to be processed may be canceled and, if a change is needed, reissued, through Your BILL account. Once BILL has begun to process a payment, the payment cannot be canceled, and You must request to void the payment.

Void Payment Requests. To stop a payment after BILL has begun to process it, You must request to void the payment (“Void Payment Request”) through the Service. If You submit a Void Payment Request, BILL will use commercially reasonable efforts to stop the payment, but You understand and agree that BILL may not be able to stop the payment. BILL’s ability to stop a payment depends on a number of factors, including but not limited to the payment method and whether the payment has cleared the Vendor’s account. You agree that BILL will not have any liability for failing to stop a payment that has begun to process. A Void Payment Request may be subject to a fee.

Rights We Reserve. BILL reserves the right to expire, void or cancel any payment if the payment is not deposited or otherwise received and processed by a Vendor within a reasonable amount of time, as determined by BILL in Our sole discretion. If We expire, void or cancel any payment, You authorize and We will credit the amount of the payment to Your Payment Account, less any Service Fees or other amounts owed by You to BILL.

7.         Returned Transactions

You are solely responsible for the accuracy of the payment information or the payment instructions provided to BILL. If a payment is refused or returned, BILL will void the payment, unless BILL in its sole discretion agrees to take other action on the payment such as crediting or reissuing the payment. If a returned or refused payment is voided, You authorize BILL to credit the amount of the payment to Your Payment Account, less any Service Fees or other amounts owed by You to BILL.

8.         Document Management

You may upload invoices, bills, statements of accounts from Vendors, or other documents ("Bills") to the Inbox of Your BILL account. You may also authorize Vendors to send electronic Bills to Your BILL account, or You can create Bills using the Service. You are solely responsible for the Bills uploaded, created, recorded, processed, approved, paid, and/or synced or shared with third parties through Your BILL account. BILL is not responsible for any Bills, including those that are misdirected or not received.

Certain electronic bills may be uploaded to the Inbox of Your BILL account and identified as “eBills.” Where this option is provided, You may elect to turn on the eBills service. The eBill service is supported by one or more third parties who interact with Your Vendors through their own separate processes and agreements with Your Vendors, which are outside the control of BILL. As a result, BILL will not be held liable for, and you accept the risk of loss arising from, any error, delay, failure or inaccuracy of any eBill.

9.         Auto Bill Entry

BILL offers, and You may choose to use, if available, an auto bill entry service (“Auto Bill Entry”) that can assist You in entering information into the Service from Bills that you upload or receive. The Auto Bill Entry option may be provided, in part, by third party service providers, including CloudFactory. By choosing to use the Auto Bill Entry option, You understand that Auto Bill Entry is governed by this Agreement and by the terms of service and privacy policy, as applicable, of any third party service provider. CloudFactory’s Terms of Service are available at https://info.cloudfactory.com/bdc/tos.

10.         Electronic Payments

ACH Applicable Rules and Law. Your use of the Bill Payment Service will include Your consent and authorization for BILL to process and originate electronic ACH debits and credits. You agree that all electronic ACH transactions requested or processed in connection with Your BILL account or Your use of the Service are subject to this Agreement, the Operating Rules of the National Automated Clearing House Association (“Nacha Rules”), and all other applicable laws, rules and regulations, which may include Uniform Commercial Code Article 4A or Regulation E. For purposes of the Nacha Rules, BILL is an “Originator” or a “Third Party Service Provider” or a “Third Party Sender.” BILL reserves the right to refuse to make any payment through the ACH Network, for any reason, in BILLs sole discretion.

Your Agreement and Representations. For purposes of ACH debits and credits, You: 

Returns and Maintaining Sufficient Funds. When using the Service, including the Bill Payment Service, You understand and agree that it may take more than 60 days for BILL to receive notice of the return or reversal of an ACH debit and/or to exercise any rights granted or reserved under this Agreement. You agree at all times to maintain sufficient funds in Your Payment Account to satisfy all obligations to BILL in connection with Your BILL account or Your use of the Service, including returns, reversals, and associated fees, and to add funds immediately if BILL notifies You that Your funds are insufficient.

Ownership of Funds Collected for Payment. In the event that BILL processes an ACH debit or charges a Card to fund a payment before BILL makes the associated bill payment disbursement, the funds collected through the ACH debit from Your Payments Account or through a charge to Your Card will be held in a master bank account owned by BILL, as custodian and for the benefit of the Payor. These funds may be commingled with other funds similarly collected and held by BILL for purposes of making payments requested through the Service. Even though the funds will be held in an account owned by BILL, the funds are held solely for the benefit of the Payor, not BILL, and the Payor will be principal with respect to those funds.

11.         American Express Vendor Pay By BILL

If You are eligible to use American Express Vendor Pay by BILL, You may elect to use American Express’s Card Tokenization Service to make payments to Vendors who accept American Express. You acknowledge and agree that the Card Tokenization Service is provided by American Express, a third party and a BILL partner. Your use of the Card Tokenization Service is governed by the American Express Terms of Service. BILL expressly disclaims any liability to You for any damages incurred solely as a result of Your use of the Card Tokenization Service.

12.         The Vendor Direct Service

Vendor Direct Service. If Your Vendor has confirmed that it accepts payment by virtual card, Your payments to the Vendor through the Bill Pay Service may be made using the Vendor Direct virtual card payment method (“Vendor Direct Service”). BILL reserves the right to refuse to make any payment using the Vendor Direct Service, or to change the payment method from the Vendor Direct Service to check or ACH for any payment transaction, for any reason, in BILL’s sole discretion, without BILL incurring any liability to You.

Virtual Card Payments. You understand and agree that BILL may use a third-party service provider (the “Virtual Card Provider”) to issue or manage the virtual cards used to execute payments requested or initiated through the Vendor Direct Service, subject to BILL’s responsibilities and representations under this Agreement.

You understand and agree that the Vendor Direct Service, and the virtual card payment option, will be available only to pay Vendors that have confirmed that they accept virtual cards as a method of payment. You grant to Us, and BILL reserves, the right to choose, together with the Virtual Card Provider and/or Your Vendor, the manner in which the virtual card payments will be provided or delivered to Your Vendor. You understand and agree that neither BILL nor the Virtual Card Manager is responsible for any costs incurred by Your Vendor in connection with the use of the Vendor Direct Service. The Vendor will be solely responsible for any costs or fees related to the receipt or processing of the virtual card payment.

A Vendor that participates in the Vendor Direct Service may opt out of receiving virtual card payments at any time. If a Vendor opts out of the Vendor Direct Service and/or virtual card payments from You, Your payments to that Vendor through the Service will be made by check or electronic ACH payment, based on Your account settings and/or as provided under this Agreement. You acknowledge and agree that You are solely responsible for any payment owed by You to a Vendor, and that BILL has no responsibility or liability related to the acceptance or return of virtual card payments by a Vendor or the Vendor’s participation in or opt out of the Vendor Direct Service. You grant Us the right to credit to Your Payment Account the amount(s) of any unprocessed virtual card payments, less any Service Fees or other amounts owed by You to BILL, as provided in this Agreement.

Business Payments Only. Our Vendor Direct Service is intended for business payments. BILL reserves the right, without BILL incurring any liability to You, to refuse to make any payment using the Vendor Direct Service or to change Your originally selected payment method from virtual card to check or ACH payment if BILL determines based on commercially reasonable diligence that Your payment is not a business-to-business payment being made for a commercial purpose.

Communications. When You use the Bill Payment Service, You authorize BILL and/or the Virtual Card Provider, on behalf of BILL, to contact Your Vendors to determine their ability to accept virtual card payments. You represent and warrant to BILL and/or the Virtual Card Provider that You have all authorization or consents required to permit BILL or the Virtual Card Provider to contact Your Vendors.

13.         The International Payments Service

International Payments Service. If You have an eligible BILL account, You may use the International Payments Service to make payments (“International Payments”) to Vendors located in certain eligible foreign countries. You understand and agree that the International Payments Service is part of and available only for the Bill Payment Service, and the International Payments Service is not available for the Accounts Receivable Service. 

BILL reserves the right to select and change, at any time, for any reason, in BILLs sole discretion, the eligible countries to which or the eligible currencies in which You may request payments to be made using the International Payment Service. BILL reserves the right to refuse any payment transaction requested or initiated through the International Payments Service, for any reason, in BILL’s sole discretion, without BILL incurring any liability to You.

Process Dates. You understand and agree that, for certain International Payments, You may not be able to select or schedule a future Process Date. We will provide You with an estimated delivery date for Your International Payment when You instruct Us to make the payment, but You understand and agree that actual delivery date may vary. It is Your sole responsibility to ensure that payment to Your Vendor is made as required by agreement, contract or law.

Currency Conversion Rates. You understand and agree that (i) International Payments may require the conversion of currency, and (ii) when making International Payments, the applicable rate of currency conversion may vary from the indicative rate displayed when You request the payment and You will be bound by the applicable rate of currency conversion. We and Our third-party service providers include a margin on foreign exchange, which is an indirect cost to You. A margin is the difference between the wholesale exchange rate and the actual exchange rate used to convert the payment to the foreign currency. You agree that BILL is not responsible and will not be liable to you for any loss suffered by You due to any rate fluctuations.

Third Party Service Providers. You understand and agree that BILL may use one or more third-party service provider(s) to process or execute International Payments, to convert currency, and/or to transmit and distribute funds to Vendors outside the United States. 

Applicable Rules. You understand and agree that International Payments may be governed by rules of payment networks used to process such payments, OFAC regulations, and may be subject to the laws of jurisdictions outside the United States, including the jurisdictions where the Vendors are located. The application of foreign laws or regulations to Your International Payments may impact the rights and remedies that You have with respect to the International Payments. 

Void and Canceled Payment Requests. You acknowledge and agree that BILL cannot stop or void an International Payment after the payment has begun to process. If You void or cancel an International Payment request that requires a currency conversion, then any costs We incur with regard to that currency conversion will be borne by You and We are entitled to debit such costs from Your Billing Account during Your next fee payment cycle. Costs include any loss to BILL from a fluctuation in the rate We provided for the currency conversion. If BILL is unable to charge the Billing Account for any reason, You agree to pay all such costs within 5 business days of notice of non-payment from BILL. If amounts owed are not paid within 5 days of that notice, interest will accrue on all past due amounts at the rate of 1.5% per month or the highest rate of interest allowed by law (whichever is less), calculated from the date the amount was due until the date that payment is received.

Currency Conversion Preferences. Where currency conversion is available, BILL will facilitate a payment transaction in the currency accepted or chosen by the receiver.  If the receiver has not chosen or accepted a currency, then the transaction will be completed in the currency initiated by the sender.

Business Payments Only. Our International Payments Service is intended for business payments or payments made by business entities.

No Payments to OFAC Sanctioned Countries or Specially Designated Nationals (SDNs). Our International Payments Service cannot be used, directly or indirectly, to facilitate payments to OFAC sanctioned countries or to SDNs which are both prohibited by U.S. law. 

SCHEDULE 2
Accounts Receivable Service

This Schedule 2 sets forth additional Terms that apply to the accounts receivable features and functionalities (“Accounts Receivable Service”) of the Service. This Schedule is supplemental to and incorporated into the Agreement that governs the Service. All capitalized terms used but not defined herein have the meanings given to them in the Terms.

1.         Using the Accounts Receivable Service

Using the Accounts Receivable Service. The “Accounts Receivable Service” is a set of services, features and functionalities of the Service that enable You to receive payments from Customers through the Service. 

Payment Accounts. To use the Accounts Receivable Service, You must associate a Payment Account with Your BILL account. When You enter Payment Account information for purposes of the Accounts Receivable Service, You represent and warrant:

Payment Instructions. You are solely responsible for the accuracy of the payment information and the payment instructions provided in connection with Your use of the Accounts Receivable Service.

Agent of the Payee; Receipt of Funds. When You use the Accounts Receivable Service, You appoint BILL to act as Your agent in connection with the receipt of funds from Your Customer. Receipt of funds from Your Customer by BILL will be deemed to be receipt of funds by You, and will satisfy any payment obligations of Your Customer.

BILL Balance. If You have BILL Balance enabled for Your BILL account, money sent to You through the Accounts Receivable Service may be placed into Your BILL Balance based on Your account settings. You can change the setting at any time to have funds received through the Accounts Receivable Service transferred directly into Your Payment Account or into Your BILL Balance. When You adjust Your account settings to allow money sent to You through the Accounts Receivable Service to be placed in Your BILL Balance, You authorize BILL and its third-party providers to receive and hold payments directed to You into the BILL Balance.

Rights We Reserve. BILL reserves the right to refuse to process a payment from a Customer for any reason, including any reason related to the Customer’s financial condition and creditworthiness, in BILL’s sole discretion, without BILL incurring any liability to You. BILL may contact, in its sole discretion, for any reason, a Customer regarding any payments made, or to be made, by the Customer through the Accounts Receivable Service. BILL will not process any payment transaction requested from any Customer located outside the United States unless one of Our International Services supports such payment.

2.         Customer Set Up and Management

To use the Accounts Receivable Service, You may be required to provide accurate and current information about Your Customers. You agree to provide any information or documentation requested by BILL, including to verify the identity of the Customer and its payment information. When using the Accounts Receivable Service, You represent and warrant to BILL that:

3.         Customer Authorizations

Customer Consents and Authorizations. By providing, entering, connecting, or uploading Customer information to the Service, You represent and warrant that You have obtained all required authorizations or consents from the Customer to share the Customer’s information. You are solely responsible for verifying the accuracy of Customer information provided by You in connection with Your BILL account or use of the Service. BILL will have no liability for losses or damages resulting from the accuracy or inaccuracy of a Customer’s information, or Your or Your Customer’s actions or inactions.

Payment Authorizations. When requesting or initiating a payment from a Customer using the Accounts Receivable Service, You represent and warrant that You have obtained all necessary approvals and authorizations from the Customer to initiate the payment and to authorize ACH debits and credits from the Customer’s bank account, including to fund the payment. BILL will have no liability for losses or damages resulting from ACH debits or credits that you initiate without authorization from your Customer.

4.         Invoice Creation and Management

You may create invoices through the Service, or import invoices from Your accounting software if the import is supported by both BILL and Your accounting software. You may use the Accounts Receivable Service to send and track Your invoices, and to send reminders related to Your invoices. By using these features of the Accounts Receivable Service, You represent and warrant that You have all rights and consents necessary to send invoices and reminders to Customers in accordance with any governing agreements and applicable law. BILL is not responsible for any invoices or reminders that You send using the Service, including those that are misdirected or not received.

5.         ACH Payments

ACH Payments. Your use of the Accounts Receivable Service will include Your consent and authorization, and Your representation and warranty that You have obtained necessary consents and authorization from Customer(s), for BILL to process and originate electronic ACH debits and credits to or from Your Customer(s). 

Debits from the accounts of Your Customers. When You use the Accounts Receivable Service, You represent and warrant to BILL that You have all necessary authorizations and approvals from Your Customer for BILL to originate an ACH debit from the Customer’s bank account to fund the full amount of each payment requested, and will provide proof of such authorizations upon our reasonable request. You represent and warrant that Your Customer certifies, or You have the authority to certify on behalf of Your Customer, that the Customer’s bank account is enabled for ACH payments, and You agree to reimburse BILL for all penalties and fees incurred if any funding ACH debit is returned because the Customer’s bank account was not properly configured to accept ACH debits. You represent and warrant that Your Customer agrees, or You have the authority to agree on behalf of Your Customer, that the Customer will not dispute any ACH debit by BILL that funds a payment made through the Service. If an ACH debit from a Customer’s account to fund a payment requested by You through the Accounts Receivable Service is rejected or reversed for any reason, YOU AUTHORIZE BILL TO REVERSE THE CORRESPONDING PAYMENT TO YOU VIA DEBIT FROM YOUR PAYMENT ACCOUNT, OR IF THERE ARE INSUFFICIENT FUNDS IN YOUR PAYMENT ACCOUNT AT THE TIME OF DEBIT, YOU AGREE TO PAY THE AMOUNT OF THE PAYMENT BACK TO BILL WITHIN 5 BUSINESS DAYS. You represent and warrant that Your Customer agrees, or You have the authority to agree on behalf of Your Customer, that BILL may resubmit a rejected or reversed funding debit to the Customer’s account, in BILL’s sole discretion. You also agree to pay all penalties, interest charges, late payment fees and service fees related to any rejected, reversed or returned funding ACH debit. For additional terms regarding ACH payments, please see Schedule 1, Section 10.

Returns and Maintaining Sufficient Funds. When using the Service, including the Accounts Receivable Service, You understand and agree that it may take more than 60 days for BILL to receive notice of the return or reversal of an ACH debit and/or to exercise any rights granted or reserved under this Agreement. You agree at all times to maintain sufficient funds in Your Payment Account to satisfy all obligations to BILL in connection with Your BILL account or Your use of the Service, including returns, reversals, and associated fees, and to add funds immediately if BILL notifies You that Your funds are insufficient.

6.         Supplemental Financial Transaction Services

The following set of financial transaction services supplement Your BILL account and/or service plan. These supplemental services are not included in the fees for Our standard subscription plans. Our supplemental financial transaction services may be provided by Us or any or our affiliates or subsidiaries.

6a.         Receiving Card Payments

General. BILL provides features and services that allow You to accept card payments from Your Customers (“Card Payments”).

Card Payment Disputes. A “Card Payment Dispute” is an instruction initiated by the party making a Card Payment to reverse or invalidate a processed Card Payment (including “chargebacks” and “disputes” as those terms may be used by Card Payment Providers). BILL may withhold the payout of the amount of a Card Payment from settlement funds owed to You under this Agreement if BILL, acting in good faith and using its industry knowledge and platform-wide algorithms, reasonably believes that a Card Payment Dispute is likely to occur with respect to that Card Payment. BILL may, with notice to You (which may be concurrent), withhold the payout of amounts subject to (i) a potential Card Payment Dispute until BILL reasonably believes the Card Payment Dispute is no longer likely to occur; and (ii) an actual Card Payment Dispute until the Card Payment Dispute is resolved.

If a Card Payment Dispute occurs for a Card Payment for which funds (“Card Payment Funds”) have already settled and been disbursed to You, the Card Payment Dispute results in Your unconditional obligation to return the settled Card Payment Funds to BILL. Card Payment Funds are credited to Your Payment Account on the condition that there is no Card Payment Dispute. If a Customer claims a Card Payment Dispute in accordance with relevant network and issuer rules, You lose entitlement to the relevant Card Payment Funds and must return that amount to BILL.

For every Card Payment Dispute where BILL is obliged to pay the Card Payment Dispute amount to any third-party, You give BILL authority to deduct the same amount from your Payment Account. If there are insufficient funds in Your Payment Account to cover the debit for the Chargeback, this will result in a “Negative Balance”. A Negative Balance represents an amount that you owe to BILL, and, in this situation, You must immediately add funds to your Payment Account to resolve the Negative Balance. If you don’t immediately add funds to cover Your Negative Balance, BILL may: (1) engage in collection efforts to recover the amount due from You to BILL; (2) place a limitation on Your BILL Account; or (3) take other action on Your BILL account as provided in this Agreement.

BILL Remedies. If (i) You incur excessive (over 0.5% of total monthly processing volume) Card Payment Disputes in three consecutive months or have a material number of such disputes unresolved for longer than 60 days; (ii) You materially breach this Agreement; (iii) BILL forms a reasonable belief that You may be unable to cover future liabilities under this Agreement (including if there is a material risk of Your insolvency, or if You are the subject of a large number of Customer complaints); (iv) You issue a large volume of refunds of Card Payment Funds that result in a Negative Balance; (v) You have committed compliance violations, including being placed on any watchlist maintained by a regulator; or (vi) You violate BILLs Acceptable Use Policy, each as reasonably determined by BILL, BILL, upon notice to You, may do any or all of the following in order to mitigate the risk to BILL: (i) initiate reversals; (ii) delay the payout of settlement funds to Your Payment Account; and/or (iii) suspend Your ability to submit Card Payments.

Challenging a Dispute. You are immediately responsible to us for all Card Payment Disputes, refunds, reversals, or returns regardless of the reason, timing, or method of payment. In many but not all cases, You may have the ability to challenge a chargeback or dispute by submitting evidence to Us. To challenge a Card Payment Dispute, you will need to provide documents and other evidence that BILL requests in order to meet the evidentiary requirements of the applicable card network. BILL may provide You with guidance on preparing the required evidence, but We cannot guarantee that Your challenge will be successful. You agree to provide any documents that BILL requests regarding challenging a Card Payment Dispute within the timeframe requested by BILL. Third-parties such as the applicable card network may deny Your challenge for any reason they deem appropriate. Where a challenge is entirely or partially successful, a third-party may credit funds associated with the Card Payment that is the subject of the Card Payment Dispute (or a portion thereof) to Your appropriate account.

Dispute Fees. For every Card Payment Dispute, You will be charged a non-refundable fee (“Card Payment Fees”). Card Payment Fees charged for executing the original Card Payment will not be refunded in part or in whole to You if the Card Payment is made subject to a Card Payment Dispute.

Limitation of Liability. WITHOUT LIMITING SECTION 12 (DISCLAIMER OF WARRANTIES) OR SECTION 14 (LIMITATION OF LIABILITIES) IN THE TERMS, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, BILL MAKES NO WARRANTY AND ASSUMES NO RESPONSIBILITY OR LIABILITY FOR ANY DISPUTES, CHARGEBACKS, OVERCHARGES, DELAYED PAYMENTS, INSUFFICIENT FUNDS, EXPIRED CARDS, CIRCUMSTANCES BEYOND OUR CONTROL (INCLUDING WITHOUT LIMITATION POWER OUTAGES, SERVICE INTERRUPTIONS OR OTHERWISE), OR OTHER ISSUES RELATING TO TRANSACTIONS MADE THROUGH BILL OR OTHER SERVICES OFFERED BY THE RELEVANT THIRD-PARTY SERVICES.

Card Payment Disputes can arise from both authorized and unauthorized Card Payments. BILL is not responsible for or liable to You for authorized and completed charges or payments that are later the subject of a Card Payment Dispute, refund, or reversal, are submitted without authorization or in error, or violate any laws.

6b.         Expedited Payment Services Including Instant Transfer

Expedited Payment Services. For certain payments made to You through the Accounts Receivable Service, You may have the option to receive the funds quickly through Our expedited payment services, including as soon as thirty minutes through the Instant Transfer Service. Expedited payment services, including Instant Transfer transactions may be facilitated by Us through a variety of payment networks, all in Our discretion, including but not limited to Real Time Payments (“RTP”) network (where Your bank accepts RTP), Next Day ACH, Same Day ACH, or may be paid to the account associated with a debit card that You provide when You elect the Instant Transfer Service. We may charge a transaction fee for expedited payment services which is separate and distinct from any subscription fee You may pay for participation in a subscription plan. Use of the Instant Transfer Service is conditioned on Your acceptance of and will be governed by this Agreement and, where You use a debit card with this service, it may also be subject to the agreement of Our third party service provider. If an agreement with Our third party service provider is required, it will be provided to You when You elect Instant Transfer. Expedited payment services may also be subject to The Clearing House RTP System Operating Rules, the Uniform Commercial Code Article 4A, Nacha Rules, and applicable card network rules.

Representations and Warranties with our Expedited Payment Services. When You use Our expedited payment services, in addition to other representations and warranties, You represent and warrant the following as of the date You elect any expedited payment transaction:

By using Our expedited payment services, You are requesting that BILL provide expedited availability of funds for Your Customer’s payment pending settlement of such payment, and You acknowledge that BILL’s willingness to provide such expedited funds availability is contingent on Your representations and warranties above. You agree and acknowledge that providing You with advance availability of funds is not a loan, but a feature of BILL’s payment services, and You agree not to characterize any expedited payment transaction as a loan.

Remedies for Breach of the Representations and Warranties in this Section. Without limited other available remedies, if the method of funding Your Customer provided for an expedited payment transaction is rejected, reversed or returned and We reasonably believe that You breached any representation or warranty to Us; then YOU AUTHORIZE BILL TO REVERSE THE CORRESPONDING PAYMENT TO YOU VIA DEBIT FROM YOUR PAYMENT ACCOUNT, OR IF THERE ARE INSUFFICIENT FUNDS IN YOUR PAYMENT ACCOUNT AT THE TIME OF DEBIT, YOU AGREE TO PAY THE AMOUNT OF THE PAYMENT BACK TO BILL UPON DEMAND. You also agree to pay all penalties, interest charges, late payment fees and service fees related to any breach of Your representations and warranties.

Canceled Expedited Payments. Payment with Our expedited payment services may be canceled for various reasons including “time-outs” of the RTP network, as defined by The Clearing House, in which case the payment may be resubmitted if possible. If Your expedited payment, including Instant Transfer payment, cannot be resubmitted, You may receive Your payment via electronic ACH payment.

Rejected Expedited Payments. If a payment with Our expedited payment service, including Instant Transfer payment, is rejected by Your financial institution or any third party provider, BILL is not responsible to You for the payment, or any other loss, damages, or costs related to the payment.

6c.         Virtual Card Disbursements

Vendor Direct Service. You may elect to receive disbursements from Your Customers through our Vendor Direct virtual card payment method (the “Vendor Direct Service”) where this option is made available to You on Our platform.

Where we have reasonably determined that You accept card payments, You also grant to Us, and BILL reserves the right to choose, together with our third party providers and/or Your Customer, to pay You through our Vendor Direct Service, and the manner in which the virtual card payments will be provided or delivered to You. Where such determination is made, You consent to disbursements to You through the Vendor Direct Service for payments from any of Your Customers.

You may also opt out of receiving disbursements through the Vendor Direct Service at any time by contacting Your Customer or Us to update Your preferences. We will discontinue the Vendor Direct Service to You within a reasonable time after We receive notice from You or Your Customer. If You opt out of the Vendor Direct Service, disbursements to You will be made by check, electronic ACH payment or through other disbursement services available to You. BILL reserves the right to refuse to make any payment using the Vendor Direct Service, or to change the payment method from the Vendor Direct Service to check or ACH for any transaction, for any reason, in BILL’s sole discretion, without BILL incurring any liability to You.

You understand and agree that neither BILL nor its third party providers are responsible for any costs incurred by You in connection with a disbursement pursuant to the Vendor Direct Service and that You will be solely responsible for any costs or fees related to the receipt or processing of the virtual card payment, which are separate and apart from any subscription fees You may pay Us.

Business Payments Only. Our Vendor Direct Service is intended for business payments. BILL reserves the right, without BILL incurring any liability to You, to refuse to make any payment using the Vendor Direct Service or to change Your originally selected payment method from virtual card to check or ACH payment if BILL determines based on commercially reasonable diligence that Your payment is not a business-to-business payment being made for a commercial purpose.

SCHEDULE 3
Console Service

This Schedule 3 sets forth additional Terms that apply to all uses of the accounting console features and functionalities (“Console Service”) of the Service, unless otherwise agreed by and between You and BILL. This Schedule is supplemental to and incorporated into the Agreement that governs the Service. All capitalized terms used but not defined herein have the meanings given to them in the Terms.

1.         Using the Console Service

The Console Service enables accountants and other financial services professionals (as subscribed to BILL, each a “Console”) to manage and operate BILL accounts for and/or on behalf of their professional services clients (“Clients”). To gain access to the features and functions of the Console Service, You must subscribe to the Console Service and pay all applicable Service Fees.

2.         Client Authorizations

Your subscription to the Console Service will enable You to: (a) invite Clients to create a BILL account that will be linked to Your Console account; (b) create a BILL account on behalf of a Client, which will be linked to Your Console account; (c) invite Clients to link previously created BILL accounts to Your Console account; (d) link previously created Client accounts to Your Console account; and (e) configure, manage, and/or operate the Service on behalf of Your Clients. 

When You create or link a BILL account on behalf of a Client through Your Console account, You represent and warrant to BILL that: (a) You have obtained all required consents and authorizations to accept this Agreement for the Client; and (b) the Client has agreed to be bound by this Agreement; (c) the Client has authorized You to manage and operate their BILL account for and/or on the Client’s behalf; and (d) You have an existing business relationship with the Client where You are providing separate professional financial consulting or accounting services for the benefit of such Client. Each Console and Client understands and agrees that the Client accepts this Agreement separately from the Console. You represent and warrant to BILL that You have obtained all required rights, consents or authorizations from Your Client to use the Service on the Client’s behalf and will provide proof of such consent upon reasonable request by Us. 

Initiating Payments on Behalf of Your Clients. When You initiate a payment transaction or issue payment instructions on behalf of a Client through Your Console account, You represent and warrant to BILL that You have obtained all required rights, consents and authorizations to request or initiate ACH credit(s) or debit(s) to or from the Client’s Payment Account.

3.         Client Data

Ownership. All rights, title and interests, including all intellectual property rights, in a Client’s User Data (“Client Data”) uploaded, stored, shared, or otherwise processed in connection with a Console Account will be owned by the Client; provided that, any work product created by the Console will be owned by the Console. In the event of a conflict between a Client and a Console regarding ownership of documents, data, or other information related to a Client’s BILL account, BILL reserves the right to refuse to release the documents, data or other information to either party, absent the consent to release from the other party or the receipt of a legally binding order from an authority of competent jurisdiction. Other than as provided in this Agreement, BILL does not claim any ownership of the Client Data. BILL does not monitor and BILL shall not be responsible for the content of any Client Data.

Uploading Client Data. Prior to uploading any Client Data to the Service, You represent and warrant to BILL that You have obtained and maintain all required consents and authorizations necessary to permit the processing of such Client Data. You are solely responsible and BILL is not responsible for the Client Data that You manage in connection with Your Console account.

4.         Customization of Your Console

With a Console subscription, You may customize the Client BILL accounts linked to Your Console with Your logo or brand. If You choose to use this customization feature, You acknowledge and agree that You have all necessary rights, licenses, and authorizations to do so and the customization does not infringe the rights or licenses of any third party. You acknowledge and agree that You are not an agent of BILL and You have no authority to provide any representations, warranties or covenants with respect to the Console Service or any other BILL Service, and You will not purport to make any such representations, warranties or covenants on behalf of BILL.

5.         Marketing and Promotion

If You subscribe to the Console Service, We grant You permission to state publicly that You are a customer of BILL’s Console Service, and a limited, revocable, non-exclusive, non-transferable right and license to use and display the BILL brand in accordance with our branding policies and guidelines, as updated and available on the BILL Website or as provided to You. You agree to use commercially reasonable efforts to cooperate with BILL in monitoring the use of the BILL brand in relation to Your Console account. We reserve the right to revoke or restrict any right or license granted under this subsection if You fail to comply with BILL’s branding policies and guidance. All goodwill developed from Your use of the BILL brand will accrue solely to the benefit of BILL. 

From time to time, BILL may provide You with materials (“Console Materials”) related to the Console Service. You agree to use Console Materials only in the form provided and as directed by BILL, and You will not alter Console Materials without the express written permission of BILL. 

We reserve the right to revoke or restrict any right or license granted under this subsection if You fail to comply with BILL’s branding policies, guidance, or directives.

6.         Relationship of the Parties

No agency, partnership, joint venture, employment, or other similar relationship is created between a Console and BILL as a result of this Agreement or the Console’s use of the Console Service. This Agreement does not grant You the right to resell the Service, in whole or in part, to any person or entity.