Terms & Conditions – Payvexity

ACH Processing Company Terms of Service

The agreement between you (“You,” “Your” or “Yourself”) and ACH Processing Company (along with its affiliates, successors and assigns (“ACHPC,” “We,” “Us,” or “Our”) is defined by (1) these General Terms of Service (“Terms”); (2) the Service Schedules; and (3) the documents and policies incorporated and referenced in these Terms (the “Agreement”). This Agreement governs Your use of or interactions with ACHPC’s products, services, or other offerings (collectively, the “Service”), including but not limited to virtual card, or other portals or websites (“Website”), and/or any other services, features, functionalities, offers or promotions of ACHPC. All capitalized terms have the meanings given to them in these Terms, unless otherwise indicated. You should read this Agreement carefully.

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 ACHPC account (with You, each a “User” of Your ACHPC account), as well as on behalf of Your Payee(s) to the extent provided in these Terms. You are responsible for obtaining all consents and authorizations needed to accept this Agreement for others.

1. Using the ACHPC Service

The Service. The Service includes a platform that enables You to make payments to third parties (Your “Payees”), and manage (on Your own behalf or on behalf of third parties who authorize You to do so) accounts payable electronically. 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; (c) You have not previously been suspended or removed from the Service; and (d) You will provide any and all documentation as requested by ACHPC, 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 ACHPC account. You consent to ACHPC 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 ACHPC and We reserve the right to use third parties to provide or facilitate the Service. If ACHPC 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 ACHPC (a “ACHPC account”) must have at least one User in the “Administrator” role to manage and control access to the ACHPC account. The Administrator may invite and authorize other Users to access, establish login credentials for, and use the ACHPC 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. ACHPC 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. ACHPC reserves the right to discontinue the Service, or certain applications, tools, features or functionalities of the Service, for any reason at any time, in ACHPC’s sole discretion, without ACHPC incurring any liability to You.

2. Account Security

User Account Creation and Login Credentials. To use the Service, You may be required to register a ACHPC account and/or to enroll as a User. To register a ACHPC 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 ACHPC, 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 ACHPC account.

Lost, Stolen or Compromised Account or Login Credentials. You agree to immediately notify ACHPC’s Customer Support through Our customer support portal if You believe that Your ACHPC 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 ACHPC 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 ACHPC 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 ACHPC 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 ACHPC will have no responsibility, obligation, or liability in relation to such payments or transfers or any reversal or recovery attempts.

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 ACHPC 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 ACHPC account.

3. Rights We Grant to You

License We Grant to You. Subject to this Agreement, including payment of all Service Fees, ACHPC 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 ACHPC 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, ACHPC 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 ACHPC. ACHPC 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. ACHPC 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 ACHPC’s or its licensors’ intellectual property, including its trademarks or service marks.

4. 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 ACHPC’s Acceptable Use Policy. ACHPC 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, ACHPC 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:

access, monitor, or attempt to access or monitor any ACHPC materials, systems, programs, or data that are not available for Your or public use, or in any way not expressly permitted under this Agreement;
copy, reproduce, republish, upload, post, transmit, or distribute in any way, any material or content from the Service, excluding Your User Data and relevant transactional information ACHPC makes available to You in connection with Your payment transactions using the Service (example: limited third-party customer or Payee information in connection with Your payment transactions);
work around any technical limitations in the Software or Service, or decompile, disassemble, or otherwise reverse engineer the Software or Service;
perform or attempt to perform any actions that could interfere with the proper operation of the Software or Service, prevent access to or use of the Software or Service by ACHPC’s other licensees or users, or impose an unreasonable or disproportionately large load on ACHPC’s infrastructure;
intentionally distribute malware, viruses, worms, Trojan horses, corrupted files, spyware, adware, or other items of a destructive or deceptive nature through the Service;
perform any fraudulent activity, including but not limited to impersonating any person or entity, claiming a false affiliation, accessing any other Service account without permission, or falsifying Your information;
use the Service other than in compliance with all applicable controls of export laws and regulations, and if the Service is provided to You in the United States, You will not export the Service, which may be subject to export restrictions imposed by US law;
use or upload any harmful, obscene, abusive or offensive language through the Service;
use or alter any intellectual property of ACHPC, except as permitted under this Agreement;
transfer or assign the rights granted to You under this Agreement; or
otherwise use the Service except as expressly allowed under this

No Assignment or Transfer. You may not assign or transfer the Agreement, in whole or in part, without ACHPC written consent. Any attempted assignment or transfer in violation of this Section or this Agreement will be null and void. ACHPC 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 ACHPC Service to send money, either directly or indirectly, to a sanctioned country, person, group or entity.

No Marketing. If ACHPC 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. ACHPC 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 ACHPC or otherwise in any manner through the Service unless and until you have a Business Associates Agreement (“BAA”) with ACHPC. 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 ACHPC incurring any liability to You. You agree to pay any costs or fees associated with that ePHI deletion.

5. Rights You Grant to Us

Right to Refuse to Make Payment. You grant to Us and ACHPC 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 ACHPC incurring any liability to You. ACHPC 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 ACHPC 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. ACHPC reserves the right to suspend or terminate Your ACHPC 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 ACHPC incurring any liability to You. If We suspend or terminate Your ACHPC 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 ACHPC concerning the functionality and performance of the Service (including by identifying potential errors and improvements), You agree to assign to ACHPC all rights, title, and interest in and to such feedback, and ACHPC is free to use such feedback without payment or restriction.

Marketing. To the extent permitted by law, You agree and consent that ACHPC may list or identify You as a customer of ACHPC, 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 ACHPC 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 ACHPC at any telephone number provided to Us in connection with Your ACHPC 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 ACHPC account, or to resolve a dispute. Standard rates and text charges may apply. You can opt out of receiving calls from ACHPC at any time by contacting ACHPC Customer Support through Our customer support portal.

Monitoring/Recording of Telephone Calls. You understand and agree that ACHPC 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 ACHPC’s protection. While Your communications with ACHPC may be overheard, monitored, or recorded, not all telephone lines or calls may be recorded by ACHPC, and We do not guarantee that recordings of any particular telephone calls will be retained or retrievable.

6. 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, Payee 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 ACHPC reserves the right to review or place on hold any ACHPC 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, ACHPC may place a hold on a payment for as long as reasonably necessary to conduct an appropriate inquiry regarding the payment, a ACHPC account, a User, an

Organization or Individual, a Customer, a Payee, or any related facts or circumstances. Depending on the results of this review, ACHPC 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.

7. User Data

ACHPC Access to User Data. If You upload, store, share, or otherwise process Your documents, information, data and content (“Your User Data“) or sync Your User Data from Your accounting software to the Service, You consent to ACHPC’s access and processing of Your User Data in accordance with Our Privacy Notice, this Agreement, the settings on Your ACHPC account, or the features of the Service You elect to use. ACHPC 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 ACHPC’s reasonable discretion, without ACHPC 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 ACHPC 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 ACHPC will not be responsible for the content of any such communications, data or transmissions. However, ACHPC 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.

ACHPC Access to Technical Data. You agree that ACHPC may collect, use and disclose to ACHPC’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 ACHPC may use aggregated and anonymized data for analytics purposes. Please see Our Privacy Notice for more details on how ACHPC collects, uses, shares and protects Your information.

No Liability. Subject to Our Privacy Notice, You agree that ACHPC 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.

8. 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. 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 ACHPC 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. ACHPC reserves the right to refuse to cancel Your ACHPC account if Your account is not in good standing or has any overdue Service Fees.

Changes to Service Fees. ACHPC reserves the right to change the Service Fees from time to time, in its sole discretion. ACHPC 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 ACHPC 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 ACHPC.

Payment of Service Fees. You authorize ACHPC 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 ACHPC account (each a “Billing Account“) to automatically charge You, in U.S. dollars, for the Service Fees applicable to Your ACHPC account or Your use of the Service, plus any applicable taxes. If ACHPC 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 ACHPC. 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 ACHPC account becomes overdue, ACHPC will be entitled to reimbursement for the reasonable costs of collection, including reasonable attorneys’ fees and expenses.

Inactive Accounts. If Your ACHPC 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. ACHPC may transfer any such “unclaimed” or “abandoned” funds in Your ACHPC account as required or permitted by applicable law. As provided by law, ACHPC may deduct a dormancy fee from any funds transferred under this paragraph.

9. Deactivating a User or Canceling Your ACHPC Account

Your Right to Cancel. You may request to deactivate a User or cancel Your ACHPC account at any time by submitting a request through Your ACHPC account or through Our customer support portal. ACHPC 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 ACHPC 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 ACHPC 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. ACHPC 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 ACHPC, Your request to deactivate a User or to cancel Your ACHPC 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 ACHPC account, ACHPC 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.

10. 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. ACHPC 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. ACHPC 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 ACHPC 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.

11. 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. ACHPC 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, ACHPC 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 ACHPC. 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. ACHPC 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 ACHPC 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 ACHPC Account with Your Accounting Software. If You choose to synchronize Your ACHPC account and Your accounting software, You understand and agree that You are solely responsible, and ACHPC is not responsible, for the information and data that You choose to synchronize and share between Your ACHPC account and Your accounting software. If You choose to link Your ACHPC account to Your accounting software, You are making a determination that the accounting software is sufficiently secure to protect Your ACHPC 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. ACHPC IS NOT AFFILIATED WITH ANY OTHER ACHPC USER, CARRIER, SERVICE PROVIDER, THIRD-PARTY, OR THIRD-PARTY SERVICE, AND ANY DISPUTE YOU HAVE WITH ANY OTHER ACHPC 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 ACHPC (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. ACHPC 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 ACHPC, 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 ACHPC 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 ACHPC 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.

12. Limitation of Liability

IN NO EVENT SHALL ACHPC 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 ACHPC 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. ACHPC WILL NOT BE LIABLE FOR ATTORNEYS’ FEES, EXCEPT AS REQUIRED BY LAW.

NOTWITHSTANDING ANY OTHER PROVISIONS OF THIS AGREEMENT, IN NO EVENT SHALL ACHPC’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 ACHPC 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.

13. Indemnity

You agree to full liability and responsibility for Your use of the Service, and You will defend and indemnify ACHPC 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.

14. Agreement to Arbitrate

Agreement to Arbitrate. In the interest of resolving disputes between You and ACHPC in the most expedient and cost- effective manner, You and ACHPC 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 ACHPC 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 ACHPC 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 ACHPC 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.

Notice. If You intend to seek arbitration, You must first send a written notice (“Notice”) of Your claim or dispute to ACHPC by certified U.S. Mail or by Federal Express (signature required ACHPC’s address for Notice is ACHPC’s address of record as listed on the ACHPC 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 ACHPC agree to make good faith efforts to resolve the claim directly, but if You and ACHPC do not reach an agreement within 30 days after the Notice is received, You or ACHPC may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by You or ACHPC 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), ACHPC 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 ACHPC for any fees paid on Your behalf that would otherwise be Your obligation under the AAA Rules.

Location. 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.

15. Governing Law; Choice of Forum

This Agreement and all matters arising out of or relating to this Agreement, including any disputes between You and ACHPC, will be governed by the laws of the State of Texas, 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 Collin County, Texas, or the federal courts in the Northern District of Texas. Subject to the provisions of Section 16, You and ACHPC agree to submit to the exclusive jurisdiction of and agree that venue is proper in the state courts located in Collin County, Texas, or the federal courts in the Northern District of Texas in any legal action or proceeding.

16. Other Provisions

Language. If ACHPC 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. ACHPC 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 ACHPC’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 ACHPC 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 ACHPC.

Third-Party Beneficiaries. This Agreement is intended for the sole and exclusive benefit of You and ACHPC, 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 ACHPC concerning the Service and supersedes all other agreements or understandings, written or oral, about the Service.

17. Updates and Changes to This Agreement

ACHPC 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 ACHPC 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
Payment Service

This Schedule 1 sets forth additional Terms that apply to all uses of the accounts payable services, features and functionalities (“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 Payment Service

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

Payment Accounts. To use the 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 ACHPC account. Any bank account that You may associate with Your ACHPC account will be considered to be a “Payment Account.” When You enter Payment Account information for purposes of the Payment Service, You represent and warrant:

You have the authority to provide and disclose the Payment Account information to ACHPC;
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 ACHPC 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;
You will provide complete and accurate information to ACHPC 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
Each payment that You request through the Service complies with this Agreement and applicable law, regulations and rules.

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 ACHPC 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. ACHPC reserves the right to limit or cap or to refuse to make any payment transaction requested or initiated through the Payment Service, for any reason, in ACHPC’s sole discretion, without ACHPC incurring any liability to You. By using the Payment Service, You grant to Us and ACHPC reserves the right to suspend or cancel any payments requested or initiated by You or a Payer, including if Your ACHPC account is not in good standing. In the event that We suspend or cancel Your payment, ACHPC 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 ACHPC, in its sole discretion, to withhold and collect from any such credit(s) any Service Fees or other amounts owed by You to ACHPC.

Making Card Payments. The Payment Service enables certain ACHPC Users to fund payments to Payees via credit or virtual card (“Card(s)”). To fund a payment to a Payee using a Card, You will need to associate one or more valid Cards with Your ACHPC account. If Your ACHPC account is eligible to make payments via Card, You may use Cards issued on the following payment network: Visa®, network. Certain restrictions may apply. Upon the addition of a Card to Your ACHPC account, You agree that ACHPC may verify the validity of Your Card pursuant to any reasonable method in ACHPC’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 Payee or Customer:

All Cards associated with Your ACHPC 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.

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.
Use of Your Card to fund a payment is governed by the terms set by ACHPC. ACHPC will prepare, code, and submit Your Card authorizations as payments.
Each payment that You fund by using a Card complies with this Agreement and applicable law, regulations and rules.
ACHPC Remedies. If (i) You initiate excessive Card Payment Disputes (defined below) 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) ACHPC 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 Payee complaints); (iv) You have committed compliance violations, including being placed on any watchlist maintained by a regulator; or (v) You violate ACHPC’s Acceptable Use Policy, each as reasonably determined by ACHPC, ACHPC, upon notice to You, may do any or all of the following in order to mitigate the risk to ACHPC: suspend Your ability to submit Card Payments.

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

You may use funds from Your Payment Account to fund Your ACHPC Balance. Each time You instruct ACHPC to add funds from Your Payment Account to com Balance, You authorize Us to immediately debit the Payment Account at the time of the transfer for the amount instructed. You also authorize ACHPC to return funds to Your Payment Account in the event that a transfer of funds to Your ACHPC Balance is canceled or not possible for any reason. If We are unable to return funds from Your ACHPC 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.
You may electronically transfer funds from Your ACHPC Balance to Your Payment Account by instructing ACHPC to transfer funds to Your Payment Account. ACHPC 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 ACHPC 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 ACHPC 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 ACHPC Balance. We will charge our standard transaction fees to transfer funds from Your ACHPC balance to Your Payment Account via an ACH or 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 ACHPC balance.
Funds added to Your ACHPC Balance will be stored in a master bank account owned by ACHPC, as custodian and for Your ACHPC Balance funds may be commingled with other funds similarly collected by and held by ACHPC for purposes of making payments requested through the Service. Even though ACHPC Balance funds will be held in an account owned by ACHPC, the funds are held solely for the benefit of the User, not ACHPC, and the ACHPC Balance User will be the principal with respect to those funds. ACHPC will not mix Your funds with ACHPC’s corporate funds and ACHPC will not use Your funds for any corporate purposes, nor will ACHPC voluntarily make Your funds available to its creditors in the event of bankruptcy. Funds in Your ACHPC Balance will be held in U.S. dollars.
You will not receive interest on the funds that You have in Your ACHPC Balance, and You agree that You will not receive any interest on or other monies derived from the funds that ACHPC holds in the master bank
ACHPC may freeze, withhold, or remand funds in Your ACHPC 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 without incurring any liability to 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.
You can close ACHPC Balance without closing Your ACHPC account, but You cannot close Your ACHPC account without closing Your ACHPC Closing a ACHPC account will result in ACHPC automatically closing Your ACHPC Balance and sending any balance to You via check. You can terminate Your relationship with Us, but You will remain liable for all obligations related to Your ACHPC Balance and ACHPC account, even after those accounts are closed. You must withdraw or transfer any funds held in an ACHPC Balance before closing your ACHPC Balance or ACHPC Account. In certain circumstances, such as the following, You may not turn off the ACHPC balance feature or close Your ACHPC account: to evade investigation; if You have a pending transaction using Your ACHPC Balance as the payment method or an open dispute or claim related to Your ACHPC Balance; if Your ACHPC Balance has a negative balance; or if Your ACHPC Balance is subject to a hold or limitation.

If We believe that You: breach the Terms or Our Acceptable Use Policy; violate any law, statute, ordinance, or regulation; send or receive what We in Our discretion believe to be fraudulent funds; are using ACHPC Balance or the Service for what We in Our discretion believe is a fraud or crime; refuse to cooperate in an investigation or provide confirmation of Your identity or any information You provide to Us; or conduct business in a manner the results in complaints, fees, fines, penalties or other financial, legal, regulatory or reputational risk, liability or losses to ACHPC, other ACHPC customers, third parties, or You, then we may take a number of actions to protect ACHPC, Our customers, and others in Our sole These actions include, but are not limited to: Limiting Your use of ACHPC Balance, closing or suspending Your ACHPC Balance immediately, without any penalty to ACHPC; limiting Your ability to send money or make withdrawals from ACHPC Balance; holding Your ACHPC Balance for up to 180 days if reasonably needed to protect against the risk of liability or if You have violated our Acceptable Use Policy.
If We deactivate Your ACHPC Balance or terminate Your use of the Service for any reason, we’ll provide You with notice of our actions and make any unrestricted funds held in Your ACHPC balance available for withdrawal to the extent permitted by law. You are responsible for all reversals, chargebacks, claims, fees, fines, penalties, or other liability incurred by ACHPC, or an ACHPC customer, or a third party caused by or arising out of the Terms applicable to your use of ACHPC Balance.
If You do not log in to Your ACHPC account for at least two years, ACHPC may close Your ACHPC Balance and send any funds in the ACHPC 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 ACHPC Account.

2. Payee Set Up and Management

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

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

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

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

3. Choosing a Payment Method

To use the Payment Service, for each payment transaction, You must choose a payment method to pay Your Payee. Available payment methods may include electronic ACH payment, or virtual card (Payee Direct) payment. The payment method selected may be governed by additional Terms, including as set forth in other Schedules to this

Agreement. ACHPC reserves the right to change or limit the payment method options available to any Payer or Payee, or to select the method by which a payment transaction will be made, all in ACHPC’s sole discretion.

4. Scheduling Payments

Process Dates. Payment transactions made through the Payment Service require sufficient time for ACHPC to debit Your Payment Account and for Your Payee to receive payment. When making a payment through the Payment Service, You must select an available date on which ACHPC 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 ACHPC, estimated payment dates are for convenience only, and ACHPC does not guarantee that a payment to a Payee will be made within any specific time frame of the Process Date, and ACHPC disclaims any responsibility or liability if a payment scheduled through the Pay Service is not made to a Payee on or before any specific date. It is Your sole responsibility to ensure that payment to a Payee is made as required by agreement, contract or law. Except as otherwise agreed or required by law, You will be solely responsible and ACHPC 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 Payment Service to pay a Payee, You are responsible for the payment amount and agree to fund the payment to ACHPC. To fund the payment, You authorize ACHPC 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 ACHPC 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 ACHPC account, or to terminate Your ACHPC 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 ACHPC 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 Payee 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 ACHPC account. Once ACHPC 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 ACHPC 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, ACHPC will use commercially reasonable efforts to stop the payment, but You understand and agree that ACHPC may not be able to stop the payment. ACHPC’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 Payee’s account. You agree that ACHPC 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. ACHPC reserves the right to expire, void or cancel any payment if the payment is not deposited or otherwise received and processed by a Payee within a reasonable amount of time, as determined by ACHPC 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 ACHPC.

7. Returned Transactions

You are solely responsible for the accuracy of the payment information or the payment instructions provided to ACHPC. If a payment is refused or returned, ACHPC will void the payment, unless ACHPC 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 ACHPC to credit the amount of the payment to Your Payment Account, less any Service Fees or other amounts owed by You to ACHPC.

8. Electronic Payments

ACH Applicable Rules and Law. Your use of the Payment Service will include Your consent and authorization for ACHPC to process and originate electronic ACH debits and credits. You agree that all electronic ACH transactions requested or processed in connection with Your ACHPC 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, ACHPC is an “Originator” or a “Third Party Service Provider” or a “Third Party Sender.” ACHPC reserves the right to refuse to make any payment through the ACH Network, for any reason, in ACHPC’s sole discretion.

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

understand and agree that all payments processed through the Service via ACH are funded by an electronic withdrawal (an “ACH debit”) processed for ACHPC through the ACH Network from the bank account of the party making payment (the “Payor”);
authorize ACHPC to initiate and process ACH debits and credits in accordance with Your payment instructions and as provided under this Agreement;
agree to be subject to and comply with this Agreement, the Nacha Rules, and all other applicable laws, rules and regulations; and
represent and warrant that Your Payee or Customer agrees, or You have the authority to agree on behalf of Your Customer or Payee, to be subject to and comply with this Agreement, the Nacha Rules, and all other applicable laws, rules and regulations.

Returns and Maintaining Sufficient Funds. When using the Service, including the Payment Service, You understand and agree that it may take more than 60 days for ACHPC 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 ACHPC in connection with Your ACHPC account or Your use of the Service, including returns, reversals, and associated fees, and to add funds immediately if ACHPC notifies You that Your funds are insufficient.

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

9. The Payee Direct Service

Payee Direct Service. If Your Payee has confirmed that it accepts payment by virtual card, Your payments to the Payee through the Pay Service may be made using the Payee Direct virtual card payment method (“Payee Direct Service”). You understand and agree that the Payee Direct Service is a payment method available only for the Payment Service. ACHPC reserves the right to refuse to make any payment using the Payee Direct Service, or to change the payment method from the Payee Direct Service to check or ACH for any payment transaction, for any reason, in ACHPC’s sole discretion, without ACHPC incurring any liability to You.

Virtual Card Payments. You understand and agree that ACHPC will manage and issue (the “Virtual Card Provider”) the virtual cards used to execute payments requested or initiated through the Payee Direct Service, subject to ACHPC’s responsibilities and representations under this Agreement.

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

Payee Direct Service. The Payee will be solely responsible for any costs or fees related to the receipt or processing of the virtual card payment.

A Payee that participates in the Payee Direct Service may opt out of receiving virtual card payments at any time. If a Payee opts out of the Payee Direct Service and/or virtual card payments from You, Your payments to that Payee 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 Payee, and that ACHPC has no responsibility or liability related to the acceptance or return of virtual card payments by a Payee or the Payee’s participation in or opt out of the Payee 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 ACHPC, as provided in this Agreement.

Business Payments Only. Our Payee Direct Service is intended for business payments. ACHPC reserves the right, without ACHPC incurring any liability to You, to refuse to make any payment using the Payee Direct Service or to change Your originally selected payment method from virtual card to check or ACH payment if ACHPC 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 Payment Service, You authorize ACHPC and/or the Virtual Card Provider, on behalf of ACHPC, to contact Your Payees to determine their ability to accept virtual card payments. You represent and warrant to ACHPC and/or the Virtual Card Provider that You have all authorization or consents required to permit ACHPC or the Virtual Card Provider to contact Your Payees.

10. ACH Payments

ACH Payments. Your use of the Service will include Your consent and authorization, and Your representation and warranty that You have obtained necessary consents and authorization from Customer(s), for ACHPC 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 ACHPC that You have all necessary authorizations and approvals from Your Customer for ACHPC 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 ACHPC 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 ACHPC 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 ACHPC 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 ACHPC

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 ACHPC may resubmit a rejected or reversed funding debit to the Customer’s account, in ACHPC’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

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 ACHPC 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 ACHPC in connection with Your ACHPC account or Your use of the Service, including returns, reversals, and associated fees, and to add funds immediately if ACHPC notifies You that Your funds are insufficient.

11. Virtual Card Disbursements

Payee Direct Service. You may elect to receive disbursements from Your Customers through our Payee Direct virtual card payment method (the “Payee 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 ACHPC reserves the right to choose, together with our third party providers and/or Your Customer, to pay You through our Payee 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 Payee Direct Service for payments from any of Your Customers.

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

You understand and agree that neither ACHPC nor its third party providers are responsible for any costs incurred by You in connection with a disbursement pursuant to the Payee 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.

Acceptable Use Policy

Under the ACHPC General Terms of Service, you confirmed that you will not use the ACHPC service in connection with the following businesses or business activities. The following list is representative but not exhaustive.

ACHPC does not allow its services to be used to promote hate, violence, or other forms of intolerance that are discriminatory
Illegal Activities
- Counterfeit/unauthorized goods, intellectual property or proprietary rights infringement
Practices inconsistent with intended use or otherwise prohibited by the General Terms & Conditions