Payment Terms

USING THE BILL PAYMENT SERVICE

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

2. 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:

   1. You have the authority to provide and disclose the Payment Account information to BILL;

   2. You have the authority to and do authorize the initiation of ACH debit or credit entries, as applicable, to the Payment Account in accordance with any payment instructions provided in connection with Your BILL Account or use of the Service, and, as necessary, the initiation of adjustments or reversals as provided under this Agreement, or applicable law, rules or regulations;

   3. You will provide complete and accurate information to BILL about the Payment Account, including, but not limited to, information on the ownership of the account, and will notify Us promptly if the Payment Account information or ownership changes; and

   4. Each payment that You request through the Service complies with this Agreement and applicable laws, regulations, and rules.

3. 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.

4. BILL as Agent for Receipt of Funds. When You use the Payment Service to receive payments, 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.

5. 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 are solely responsible for the accuracy of the payment information and the payment instructions provided in connection with Your use of the Payment Service. You agree to be bound by any payment instructions that You or any Payer provides to Us, to the fullest extent allowed by law.

6. Rights We Reserve. BILL reserves the rights to: (1) 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 and (2) 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. 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 has insufficient funds. In the event that We suspend or cancel a payment from You, BILL will, to the extent legally permitted, credit the amount of any electronic ACH debit(s) received by Us to fund the payment (as described in Section III.C.1. of these Payment Terms) to Your Payment Account. In the event we suspend or cancel a payment to You, BILL will debit any provisional credit provided from Your Payment Account (as described in Section III.C.1. of these Payment Terms). In any instance BILL suspends or cancels a payment to or from You, You authorize BILL, in its sole discretion, to withhold and/or collect any Service Fees or other amounts owed by You to BILL from the credit You may receive or from Your Payment Account. 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 or if BILL determines it not reasonably practicable under the circumstances. BILL will not be liable to You for any failure or delay in providing such notice. BILL may contact, in its sole discretion, for any reason, a Vendor or Customer regarding any payments effectuated, or to be effectuated, through the BILL Payment 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.

7. “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.

8. BILL Balance. If You have an eligible BILL Account, You will be able to hold funds in Your BILL Account (“BILL Balance”). 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. You will pay the standard transaction fees for any transfers from Your BILL Balance to pay Vendors.

   1. Receiving funds into BILL Balance. You may elect to have monies sent to You through the Payments Service to placed into Your BILL Balance. You may change your election at any time through Your BILL Account settings. 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.

   2. Funding your BILL Balance. You may use funds from Your Payment Account to fund Your BILL Balance. Each time You instruct BILL to add funds from Your Payment Account to Your BILL Balance, You authorize Us to immediately debit the Payment Account at the time of the transfer for the amount instructed. You also authorize BILL to return funds to Your Payment Account in the event that a transfer of funds to Your BILL Balance is canceled or not possible for any reason. If We are unable to return funds from Your BILL Balance to your Payment Account, We will request that You provide us with a new Payment Account or an address to mail a check to return those funds to You.

      Funds added to Your BILL Balance will be stored in a master bank account owned by BILL, as custodian and for Your benefit. BILL Balance funds may be commingled with other funds similarly collected by and held by BILL for purposes of making payments requested through the Service. Even though BILL Balance funds will be held in an account owned by BILL, the funds are held solely for the benefit of the User, not BILL, and the BILL Balance User will be the principal with respect to those funds. BILL will not mix Your funds with BILL’s corporate funds and BILL will not use Your funds for any corporate purposes, nor will BILL voluntarily make Your funds available to its creditors in the event of bankruptcy. Funds in Your BILL Balance will be held in U.S. dollars.

   3. Transferring funds out of BILL Balance. You may electronically transfer funds from Your BILL Balance to Your Payment Account by instructing BILL to transfer funds to Your Payment Account. BILL will settle these electronic transfers to Your Payment Account based on the method You choose, including but not limited to, a wire or an ACH credit to your Payment Account through the National Automated Clearing House Association (“NACHA”). These transfers from Your BILL Balance will typically arrive in Your Payment Account within one (1) business day from the date of Your payment instruction. We may limit how many withdrawals You can initiate from Your BILL Balance to Your Payment Account and the amount of funds You can transfer in a single transaction. We may also delay a withdrawal, in certain situations, including to confirm that You have authorized the withdrawal or if there are insufficient funds in Your BILL Balance. We will charge our standard transaction fees to transfer funds from Your BILL balance to Your Payment Account via an ACH or check. If You request a paper check from Us, You must cash it within 180 days of the date of issuance, or We will return the funds to Your BILL Balance.

   4. Funds in BILL Balance. You acknowledge and agree that You will not receive interest on or other monetary benefits derived from funds that You have in Your BILL Balance. BILL may freeze, withhold, or remand funds in Your BILL Balance in response to a facially valid subpoena, court order, search warrant, notice, or other binding order from a governmental authority or third party, including but not limited to tax levies, garnishment orders, or lien notices, to the extent permitted by law and without incurring any liability to You. We will decide, in Our sole discretion, what action is required of Us. Unless the court order, applicable law, regulatory requirement or other legal process (“Legal Order”) requires otherwise, We will notify you of these actions. When We implement a hold or limitation as a result of a Legal Order the hold or limitation may remain in place longer than 180 days.

   5. Closing BILL Balance. You can close BILL Balance without closing Your BILL Account, but You cannot close Your BILL Account without closing Your BILL Balance. You can terminate Your relationship with Us, but You will remain liable for all obligations related to Your BILL Balance and BILL Account, even after those accounts are closed. If you close Your BILL Account and there are funds remaining in Your BILL Balance, We will send any remaining funds to You via check. In certain circumstances, such as the following, You may not turn off the BILL Balance feature or close Your BILL Account: (1) to evade investigation; (2) if You have a pending transaction using Your BILL Balance as the payment method or an open dispute or claim related to Your BILL Balance; (3) if Your BILL Balance has a negative balance; or (4) if Your BILL Balance is subject to a hold or limitation. You are responsible for all reversals, chargebacks, claims, fees, fines, penalties, or other liability incurred by BILL, or a BILL customer, or a third party caused by or arising out of the Terms applicable to your use of BILL Balance.

      If You do not log in to Your BILL Account for at least two years, BILL may close Your BILL Balance and send any funds in the BILL Balance to Your primary address or, if required, escheat (send) those funds to Your state of residency. We will determine your state of residency based on the state listed as the address for your BILL Account.

   6. BILL Remedies. We may immediately suspend or close your BILL Balance for any reason (including but not limited to violation of the Agreement, these Payment Terms, or the law and the failure to pay applicable Service Fees), in Our reasonable discretion, without BILL incurring any liability to You. If We suspend or terminate Your BILL Balance, 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. Upon such suspension or termination, We will make any unrestricted funds available for withdrawal or send those funds to You via check.

CUSTOMER AND VENDOR SET UP AND MANAGEMENT

1. Setting Up Your Customers and Vendors. To use the BILL Payment Service, You will be required to provide information for Your Customers and/or Vendors, including for Customers or Vendors that are not part of the BILL Network. For each Customer or Vendor, You agree to provide accurate and current information, and any additional information as requested by BILL.

2. Customer and Vendor Selection. If You choose to connect with, link, or transact with a Customer or Vendor in the BILL Network, You acknowledge and agree that You are solely responsible for selecting and transacting with the correct Vendor. BILL will have no liability or responsibility if You select or transact with an incorrect Customer or Vendor, or Your or Your Customer’s or Vendor’s actions or inactions.

   You are solely responsible and BILL is not responsible for verifying the accuracy of any Customer or 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 Customer or 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 Customer or Vendor will be set up in the Service.

3. Customer and Vendor Consents and Authorizations. By providing, entering, connecting, or uploading any Customer or Vendor information to the Service, You represent and warrant that: (1) You have obtained all necessary authorizations or consents from the Customer or Vendor to share such information; (2) the Customer or Vendor agrees, or You have the authority to agree on behalf of the Customer or Vendor, to be subject to and comply with this Agreement and all applicable laws, rules and regulations; (3) all invoices and bills that You create or upload to the Service are pursuant to a contractual relationship with the Customer and/or Vendor; (4) all transactions via the Payment Service comply with the terms of Your contract or arrangement with the Customer or Vendor, and with applicable law, regulations, and rules; (5) We are authorized to send emails, text messages and to call Your Customer or Vendor as needed to facilitate the Services provided to You and to provide Your Customer or Vendor with information regarding other products or Services; (6) Your Customer or Vendor has agreed to receive such communications from Us; (7) When We send Your Customer or Vendor transactional communications that relate to payments and invoices, those communications facilitate a previously agreed upon commercial transaction between You and Your Customer or Vendor.

4. Payment Instruction Authorizations. When You create or link a Customer or Vendor to Your BILL Account, You authorize Us to follow the payment instructions that We receive from You or a Payer to transact with that Customer or Vendor. You represent and warrant that You have obtained all necessary approvals and authorizations from the Customer or Vendor to effectuate the payment and to authorize ACH debits and credits to and from the Customer’s or Vendor’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 or 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 Virtual Card Service as provided in Section III.C.3. of these Payment Terms, 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.

MAKING AND RECEIVING PAYMENTS

1. Choosing a Payment Method. To use the BILL Payment Service, for each payment transaction, You may have the option to choose a method to pay or receive any payment in accordance with the Network Rules. Available payment methods may include electronic ACH payment, check payment, Card payments, virtual card payment, or BILL Balance. 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.

2. Scheduling Bill Payments.

   1. Processing 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.

   2. 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 Payment 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.

3. Payment and Disbursement Methods.

   1. ACH Payments.

      1. Paying a Vendor. When You use the BILL Payment Service to pay a Vendor, You certify that Your Payment Account is enabled for ACH debits and 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 from 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 FIVE (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.

      2. Receiving Payment From Your Customer. When You use the BILL Payment 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 BILL Payment 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.

      3. 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 BILL’s sole discretion.

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

         1. understand and agree that all payments processed through the Service via ACH are funded by an electronic withdrawal (an “ACH debit”) processed for BILL through the ACH Network from the bank account of the party making payment (the “Payor”);

         2. authorize BILL to initiate and process ACH debits and credits in accordance with Your payment instructions and as provided under this Agreement;

         3. agree to be subject to and comply with this Agreement, the Nacha Rules, and all other applicable laws, rules and regulations; and

         4. represent and warrant that Your Vendor or Customer agrees, or You have the authority to agree on behalf of Your Customer or Vendor, to be subject to and comply with this Agreement, the Nacha Rules, and all other applicable laws, rules and regulations.

      5. 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.

      6. 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 Payment 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.

      7. Nacha Entry Limits. BILL sends ACH debit and credit instructions under Standard Entry Class Codes CCD, PPD and Web entries, all in accordance with Nacha operating rules.

   2. 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.

   3. Card Payments. The BILL Payment Service enables certain BILL Users to fund payments to Vendors and receive payment from Customers via credit or debit card (“Card(s)” and payments via Card are “Card Payments”).

   1. Funding Payments with Card. 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: American Express®, MasterCard®, Visa®, Discover®, JCB®, and 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:

      1. All Cards associated with Your BILL Account are subject to the existing terms for the Card, including, but not limited to, any relevant credit or transaction limits, credit and interest terms, rewards programs, or other applicable terms set by Your issuing bank.

      2. We may impose limits on the size, frequency, and timing of Card payments sent through the service, on a per transaction, or a cumulative basis, and change those limits at any time.

      3. Use of Your Card to fund a payment is governed by the terms set by Your issuing bank. BILL will prepare, code, and submit Your Card authorizations as bill payments or purchases rather than cash advances. Your Card transactions, however, may be treated as a cash advance by the issuing bank.

      4. If You choose to fund a payment to a Vendor via Card, BILL will first charge the Card You have selected to fund the payment. Once BILL charges Your Card successfully, BILL will disburse the funds to Your Vendor, pursuant to the section III.A. (Choosing a Payment Method) of these Payment Terms, the Network Rules, and other applicable terms.

      5. Each payment to a Vendor that You fund by using a Card complies with this Agreement and applicable law, regulations and rules.

   2. 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). 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.

      1. 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.

      2. Dispute Fees. For every Card Payment Dispute, You will be charged a non-refundable fee (“Card Dispute Fee”). Card Dispute 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.

   3. Withholding Payouts. 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.

   4. BILL Remedies. If (i) You initiate excessive Card Payment Disputes seeking to reverse, chargeback, or dispute payments You have funded through use of Card 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 Vendor 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 BILL’s 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) delay the payout of settlement funds to Your Vendors and/or; (ii) suspend Your ability to submit Card pPayments.

   5. Limitation of Liability. WITHOUT LIMITING SECTION XII (WARRANTY AND DISCLAIMER) OR SECTION XIV (LIMITATION OF LIABILITY) IN THE GENERAL 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.

   4. BILL Virtual Card Service (formerly known as "Vendor Direct").

      1. Making and Receiving Payments via BILL Virtual Card. If Your Vendor has confirmed that it accepts payment by virtual card, Your payments to the Vendor may be made using the virtual card payment method (“Virtual Card Service”). If you are a Vendor, You may elect to receive disbursements from Your Customers through the Virtual Card Service where this option is made available to You on Our platform. BILL will facilitate virtual card disbursements in accordance with Our Network Rules.

         Where we have reasonably determined that a Vendor accepts card payments, You grant to Us, and BILL reserves the right to choose to facilitate payments through the Virtual Card Service, and the manner in which the virtual card payments will be provided or delivered. Where such determination is made, if You are a Vendor, You consent to disbursements to You through the Virtual Card Service for payments from any of Your Customers.

      2. Opting-out of virtual cards. An opt out option is available where virtual card payments are enabled. Opt outs may be requested at any time by contacting Us to update the disbursement preference. We will discontinue the Virtual Card Service within a reasonable time after We receive notice of an opt out and future payments to the Vendor will be made by check or electronic payments. BILL reserves the right (1) to re-enable Virtual Card Service without notice where circumstances, in BILL’s sole discretion, justify this change and (2) to decline to make any payment using the Virtual Card Service including changing the payment method from the virtual cards to check or electronic payment, for any reason, in BILL’s sole discretion, all without BILL incurring any liability to You.

      3. Limitation of Liability. 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 decision to opt out of the Virtual Card 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.

         You understand and agree that neither BILL nor its third party providers are responsible for any costs incurred by Vendors in connection with a disbursement pursuant to the Virtual Card Service and that the Vendor 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 paid to Us.

      4. Business Payments Only. Our Virtual Card 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 Virtual Card 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.

      5. Communications. You authorize BILL including its third party service providers to contact You (if You're a Vendor) or Your Vendors (if You’re a Customer) to determine a Vendor’s card acceptance policies. As a Customer, You represent and warrant to BILL and our third party provider that You have all authorization or consents required to permit BILL or it third party service providers to contact Your Vendors.

   5. Expedited Payment Services. For certain payments made to You through the Payment 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.

      1. 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:

         1. Each expedited payment transaction funds an obligation of Your Customer to You that arose in the ordinary course of business between You and the Customer and is unconditionally owed to You without any defenses, disputes, offsets, counterclaims, or rights of return or cancellation;

         2. To the best of Your knowledge, Your Customer is not insolvent or unable to pay its obligations in the ordinary course, is not contemplating filing for bankruptcy, and is not subject to any bankruptcy, insolvency, receivership, conservatorship or other similar proceedings;

         3. You have a reasonable basis to believe that Your Customer has funds available in such Customer’s bank account to fund the expedited payment transaction; and

         4. You are not aware of any circumstance indicating that there is a significant risk that the method Your Customer used to fund the expedited payment transaction (i.e., ACH or Card) will be returned, rejected, dishonored, or disputed.

         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.

      2. Remedies for Breach of the Representations and Warranties in this Section. Without limiting 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.

      3. 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.

      4. Rejected Expedited Payments. If a payment with Our expedited payment service, including an 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.

PAYMENT CANCELATION OR MODIFICATION.

1. Payment Cancellation. 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.

2. 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.

3. 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.

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.

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 Billsto 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.

THE INTERNATIONAL PAYMENTS SERVICE.

1. International Payments Service. If You have an eligible BILL Account, You may use the International Payments Service to make payments (“International Payment(s)”) 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 BILL’s 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.

2. 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.

3. 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.

4. 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.

5. 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.

6. 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 five (5) business days of notice of non-payment from BILL. If amounts owed are not paid within five (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.

7. 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.

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

9. 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.