GENERAL TERMS OF SERVICE

These General Terms of Service and the Bill Payment and ACH Invoice Collection terms set forth in Exhibit A are a legal agreement (the "Agreement") between Commerce Bank, a Missouri bank and trust company ("Commerce"), Commerce Bank’s CashFlow Complete provider, Bill.com, Inc., a Delaware corporation ("Bill.com"), on the one hand, and you and any person or organization for which you utilize the Service or Bill Payment Service, as those terms are defined herein, in any capacity (each a "User"), on the other hand. CashFlow Complete is a Commerce solution powered by Bill.com. Commerce and Bill.com collectively may be referred to in this Agreement as "we," "us" or "our." You represent and warrant that you are of legal age and have the right and authority to enter into this Agreement on your own behalf and on behalf of the User, if applicable. By clicking "Enroll" or "I Accept," you agree that you and the User, if applicable, will be bound by the terms of this Agreement. This Agreement incorporates by this reference terms and conditions displayed on the "Web Site," defined below. A User with a CashFlow Complete account through Commerce Bank Small Business Online Banking services is a "Subscriber." Subscriber’s use of the Service is also subject to the Commerce Online Banking Terms and Conditions (the "OLB Terms and Conditions"), and any Commerce Deposit Agreement (the "Deposit Agreement") applicable to any Subscriber deposit account used in association with the Service. Notwithstanding anything to the contrary in the Deposit Agreement or OLB Terms and Conditions, should there be any conflict between this Agreement and the Deposit Agreement or OLB Terms and Conditions, this Agreement shall prevail only to the extent as the conflict pertains to the use of the Service or the Web Site, and any terms defined herein shall only have such meaning as applied to the use of the Service or the Web Site.

The Service is subject to the terms and conditions of this Agreement and to the following, which are incorporated herein by this reference: (i) the terms or instructions appearing on the Bill.com website when enrolling for, activating, accessing, or using the Service; (ii) Bill.com’s policies and procedures, as amended from time to time, that apply to the Service; (iii) State and federal laws and regulations and payment network rules, as applicable; and the (iv) Bill Payment Services Agreement with The Bancorp Bank, if applicable.



  1. GENERAL DESCRIPTION OF THE BILL.COM SERVICE

    Commerce Bank provides the CashFlow Complete service (the "Service") through the Bill.com web site at the URL www.bill.com (the "Web Site") accessible to the Subscriber through their Commerce Bank Small Business Online Banking login. Each Subscriber may access one or more of the two components of the Service through the Subscriber’s CashFlow Complete account: Accounts Payable and Accounts Receivable. Sections 2 through 4 of this Agreement set forth the Service Schedule that applies to each of these two components, Section 4 sets forth general terms and conditions and Exhibit A sets forth terms specific to bill payment and ACH invoice collection. Exhibit B sets forth the terms that apply to Subscriber’s use of the bill payment service if it applies to the Subscriber.

    A CashFlow Complete Accounts Payable Subscriber ("AP Subscriber") may invite persons who receive payments from AP Subscribers (a "Vendor") to create a free Accounts Receivable account, or a CashFlow Complete Accounts Receivable Subscriber ("AR Subscriber") may invite persons who pay AR Subscribers (a "Customer") to create a free Accounts Payable account.

    A CashFlow Complete account may have multiple users with different roles, such as Administrator, Approver, Accountant, Clerk, Payer, Staff, or a user-defined custom role. The functions of your role are as set forth in your Subscriber’s account on the Web Site and in applicable provisions of this Agreement. Each CashFlow Complete account must have at least one "Administrator" who may add additional users and designate their roles.

    • Accounts Payable. The Accounts Payable component of the Service includes one or more of the following services:
      • Bill indexing and document management
      • Workflow and approvals
      • Synchronization of data with accounting software ("Sync")
      • Bill payment (payables)
    • Accounts Receivable. The Accounts Receivable component of the Service includes one or more of the following services:
      • Invoice creation and import
      • Invoice management and customer reminders
      • Bill payment and ACH invoice collection
  2. CASHFLOW COMPLETE ACCOUNTS PAYABLE SERVICE SCHEDULE

    1. BILL INDEXING AND DOCUMENT MANAGEMENT. An AP Subscriber may authorize one or more users to upload invoices, bills and other statements of account from vendors ("Bills") to the "Inbox" of the AP Subscriber’s CashFlow Complete account directly through the Web Site or by email or fax, using the email or fax numbers assigned by Bill.com. An AP Subscriber may also authorize vendors to send electronic Bills to the AP Subscriber’s CashFlow Complete account using the email or fax numbers assigned by Bill.com. Bill.com is not responsible for Bills that are misdirected or not received by Bill.com. Each AP Subscriber should regularly review its Inbox to assure that expected Bills are there. An AP Subscriber may also authorize one or more users to upload in the same way documents that are not Bills that the AP Subscriber wishes to store electronically ("Documents"). Without prior notice, Bill.com reserves the right to cancel and reassign fax numbers for accounts that have been inactive or for which the "Service Fees" (as defined in Section 4.3 below) are delinquent for thirty (30) days or more.

      An AP Subscriber must designate each item in its Inbox as a new or existing Bill, vendor credit, vendor document or company document and input identifying details (such as vendor name, invoice number, invoice date, due date and amount ("Bill Details").

    2. WORKFLOW. An Administrator of a CashFlow Complete account may invite persons, such as the AP Subscriber’s employees or accountant, to establish login access to the CashFlow Complete account. The Administrator must define each user’s role, which may include managing vendors, Bills and Documents; approving Bills; managing payments and bank accounts; managing the account and users; accounting; or receivables. In this way, the Administrator can manage how Bills are recorded, approved, and paid by the AP Subscriber.
    3. SYNC. An AP Subscriber may choose to install Bill.com software that enables the AP Subscriber to update the AP Subscriber’s accounting software program file with the latest payables transactions in Bill.com, and synchronizes the list of accounts, classes, and vendors between the AP Subscriber’s CashFlow Complete account and the AP Subscriber’s accounting software program. An AP Subscriber can sync with certain online accounting software programs without installing Bill.com software.
    4. BILL PAYMENT. Subscriber’s use of the bill payment service provided by Bill.com and the ACH Invoice Collection service are governed by the Bill Payment and ACH Invoice Collection Terms set forth in Exhibit A. By agreement to this Agreement (by clicking "Enroll" or "I Accept"), the Subscriber also agrees to the terms and conditions of the Bill Payment and ACH Invoice Collection Terms.

      In California, New York, Louisiana and Tennessee, Bill.com’s partner The Bancorp Bank provides bill payment services to AP Subscribers and Users who pay AR Subscribers. Subscriber agrees to be bound by the Bill Payment Services Agreement set forth in Exhibit B to this Agreement if it applies to the Subscriber. The Bill Payment Agreement in Exhibit B applies to Subscribers that pay bills from locations in California, New York, Louisiana and Tennessee. By clicking "Enroll" or "I Accept", the Subscriber also agrees to the terms and conditions of the Bill Payment Services Agreement in Exhibit B, which constitutes a legal binding contract between the Subscriber and The Bancorp Bank.

  3. CASHFLOW COMPLETE ACCOUNTS RECEIVABLE SERVICE SCHEDULE

    1. INVOICE CREATION AND IMPORT. An AR Subscriber may create invoices in the Subscriber’s CashFlow Complete account, or the AR Subscriber may import invoices from the AR Subscriber’s accounting software package, if the import is supported by both Bill.com and the applicable accounting software package. In each case, the AR Subscriber enters the Customer name and other items, which constitute "Invoice Details" for the Accounts Receivable component of the Service.
    2. INVOICE MANAGEMENT. An AR Subscriber may send invoices to Customers by email and track them through the Web Site. The Service also enables an AR Subscriber to send reminders to Customers by email.
    3. ACH INVOICE COLLECTION (RECEIVABLES). AR Subscriber’s use of the ACH Invoice Collection service to receive payments from a third party or a vendor’s use of the ACH invoice Collection service to receive payment from an AP Subscriber are governed by the Bill Payment and ACH Invoice Collection Terms set forth in Exhibit A. By clicking "Enroll" or "I Accept" the User or vendor also agrees to the terms and conditions of the Bill Payment and ACH Invoice Collection Terms.
  4. GENERAL TERMS AND CONDITIONS APPLICABLE TO THE SERVICE

    These General Terms and Conditions apply to users of any component of the Service except where otherwise expressly noted below.

    1. PASSWORDS AND SECURITY. You shall not give or make available passwords or other means of accessing the Service to any unauthorized individuals. If you give someone your email and password, you are authorizing that person to use the Web Site, and you any person or organization for which you act are responsible for all transactions that person performs, even if you did not want them performed, and even if they are fraudulent. For your protection, sign off after every CashFlow Complete or Commerce Online Banking session and close your browser. If you choose to access your account through any third-party password management service, you are making a determination that those login procedures are sufficiently secure for your purposes. You must notify us immediately upon any suspicion that a password has been lost or stolen or that someone has attempted or may attempt to make payments or otherwise use the Web Site or Commerce Online Banking without authorization. We will not have any liability to you for any unauthorized payment or transfer made using your password that occurs before you have notified us of possible unauthorized use and we have had a reasonable opportunity to act on that notice. Accordingly, you should log into your CashFlow Complete account regularly and review your transaction history for unauthorized transactions or access. By using the Web Site, you acknowledge and agree that this Agreement sets forth security procedures that are commercially reasonable. You further acknowledge that Commerce offers a number of payment services suitable for varying payment needs, and that by opening and maintaining a CashFlow Complete account, you agree that the CashFlow Complete services provided under this Agreement, and the security procedures set forth herein, are appropriate for your payment needs. You agree to be bound by transactions initiated in compliance with these procedures, whether or not authorized, unless you have given us prior notice of possible unauthorized use as described above and we have had a reasonable opportunity to act on such notice.
    2. CONSENT TO ELECTRONIC DISCLOSURES. You agree that we, on behalf of ourselves and third parties who administer services you choose, may send the following to you by email or by posting them on the Web Site: this Agreement, including legal disclosures; future changes to this Agreement; Bill.com’s Privacy Policy; and other notices, legal communications or disclosures and information related to the Service or the Bill Payment Service (the "Communications"). You consent to receive these Communications electronically. You agree to notify us promptly if your email address changes. Your consent to do business electronically and our agreement to do so covers all transactions you conduct through the Service and the Bill Payment Service.

      1. HARDWARE AND SOFTWARE REQUIREMENTS. In order to access and retain an electronic record of Communications, you will need: a computer, a monitor, a connection to an Internet service provider, Internet browser software that supports 128-bit encryption, and an email address. By clicking "Enroll" or "I Accept", you are confirming to us that you have the means to access, and to print or download, Communications.
      2. WITHDRAWAL OF CONSENT. If you later decide that you do not want to receive future Communications electronically, contact Bill.com at 6220 America Center Drive, Suite 100, San Jose, CA 95002. If you withdraw your consent to receive Communications electronically, we may terminate your use of the Service or the Bill Payment Service.
    3. FEES. Each Subscriber shall pay to Commerce the fees and other charges applicable to the Service and the Bill Payment Service, if any, including without limitation monthly service fees, per payment fees, exceptions processing, setup and other special services and as set forth at https://www.commercebank.com/cashflowcomplete ("Service Fees"). Commerce reserves the right to change the Service Fees from time to time, in its sole discretion. Commerce will post the revised Service Fees at https://www.commercebank.com/cashflowcomplete or notify Subscribers by email in advance of the effective date of such changes ("Fee Increase Date"). If the change in Service Fees is not acceptable, Subscriber’s sole and exclusive remedy shall be to stop using the Service and cancel Subscriber’s account through Commerce prior to the Fee Increase Date. By continuing to use the Service or Bill Payment Service after the Fee Increase Date, Subscriber accepts all changes in Service Fees. Service Fees are not refundable.
    4. PAYMENT. You or the Subscriber, as applicable, hereby authorize Commerce to debit the designated Subscriber bank account (each a "Billable Account") in U.S. Dollars for all Service Fees and applicable Taxes. Payment of Service Fees shall be subject to the OLB Terms and Conditions, and any Deposit Agreement applicable to the Billable Account.
    5. LICENSE. Subject to the terms and conditions of this Agreement, including payment of all Service Fees, Bill.com hereby grants you a personal, limited, non-exclusive, nontransferable license to access and use the software that enables the Service, together with any updates, bug fixes, help content, and other related materials that Bill.com provides to you (collectively, the "Software") during the term of this Agreement.

      1. RESTRICTIONS. You shall not, and you shall not enable any third party, to (a) access or attempt to access any other Bill.com systems, programs or data that are not available for public use; (b) copy, reproduce, republish, upload, post, transmit or distribute in any way material from the Web Site; (c) work around any technical limitations in the Software, or decompile, disassemble or otherwise reverse engineer the Software except as otherwise permitted by applicable law; (d) 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 Bill.com’s other licensees or customers, or impose an unreasonable or disproportionately large load on Bill.com’s infrastructure; or (e) otherwise use the Software except as expressly allowed under this Section 6.5.
      2. RESERVATION OF RIGHTS AND OWNERSHIP. The Software is licensed and not sold, and Bill.com retains all rights not expressly granted to you in this Agreement. The Software is protected by copyright, trade secret, and other intellectual property laws. Bill.com and its licensors own the title, copyright and other worldwide intellectual property rights in the Software and all copies thereof. This Agreement does not give you any rights in Bill.com’s, or its licensors, trademarks or service marks.
    6. LIMITED WARRANTY FOR THE SERVICE. We warrant to each Subscriber that the Service will perform substantially in accordance with the description on the Web Site. If the Service does not conform to the foregoing warranty, we shall use commercially reasonable efforts to correct the Service. If we are unable to correct the Service using commercially reasonable efforts, Subscriber’s sole and exclusive remedy shall be to stop using the Service and cancel the CashFlow Complete account with Commerce. The foregoing states our sole and exclusive warranty and your and Subscriber’s sole and exclusive remedy.
    7. WARRANTY EXCLUSIONS. The limited warranty set forth in Section 4.6 are subject to the following exclusions: We make no warranty to Vendors or Customers. Each User assumes sole responsibility and liability for results obtained from the use of the Service. We shall not have any liability for any claims, losses, or damage caused by errors or omissions in any information provided to us in connection with the Service or the Bill Payment Service or any actions taken by Bill.com in accordance with directions provided by a User. We shall not have any liability for any claims, losses or damages arising out of or in connection with use of any third-party products, services, software or web sites that are accessed via links on the Web Site. We shall not have any liability for any error or failure that is due to causes beyond its reasonable control, including without limitation, strikes, riots, insurrection, war, military or national emergencies, acts of God, natural disasters, fire, outages of computers or associated equipment, or failure of transportation or communication methods (including the Internet) or power supplies.
    8. WARRANTY DISCLAIMER. EXCEPT AS EXPRESSLY PROVIDED IN SECTIONS 4.6 and 4.7 ABOVE AND SECTION 17 IN EXHIBIT A, THE SERVICE IS PROVIDED "AS-IS" WITHOUT ANY WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION OF 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. WE DO 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. WE FURTHER DISCLAIM ANY AND ALL WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM US, BILL.COM OR ELSEWHERE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT. SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.
    9. LIMITATION OF LIABILITY. IN NO EVENT SHALL WE BE LIABLE TO YOU OR SUBSCRIBER FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF INCOME, DATA, PROFITS, REVENUE OR BUSINESS INTERRUPTION, OR COST OF SUBSTITUTE SERVICES, OR OTHER ECONOMIC LOSS, WHETHER OR NOT WE HAVE 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. WE WILL NOT BE LIABLE FOR ATTORNEYS’ FEES, EXCEPT AS REQUIRED BY LAW.

      NOTWITHSTANDING ANY OTHER PROVISIONS OF THIS AGREEMENT, IN NO EVENT SHALL OUR AGGREGATE LIABILITY TO YOU OR ANY THIRD PARTY IN CONNECTION WITH THE AGREEMENT OR THE SERVICE EXCEED THE TOTAL FEES PAID BY THE SUBSCRIBER FOR THE SERVICE IN THE TWELVE MONTH PERIOD PRECEDING THE EVENTS THAT GAVE RISE TO SUCH LIABILITY, REGARDLESS OF THE FORM OR THEORY OF THE CLAIM OR ACTION.

    10. INDEMNITY. Except as may be limited by applicable law, each User agrees to indemnify and hold us, our vendors and distributors (and their respective officers, directors, employees and representatives) harmless (including payment of reasonable attorney's fees) against any and all liability to third parties arising out of, or in connection with, the User’s use of the Service or the Bill Payment Service, any actions taken by us pursuant to a User’s instructions, or User’s breach of this Agreement.
    11. ACKNOWLEDGEMENT. The parties acknowledge that the limitations and exclusions contained in Section 4 and elsewhere in this Agreement represent the parties’ agreement based upon the perceived level of risk associated with their respective obligations under this Agreement and the Service Fees paid hereunder. Without limiting the generality of the foregoing, the parties acknowledge and agree that (a) the provisions hereof that limit liability, disclaim warranties or exclude consequential damages or other damages or remedies shall be severable and independent of any other provisions and shall be enforced as such, regardless of any breach hereunder, and (b) all limitations of liability, disclaimers of warranties, and exclusions of consequential damages or other damages or remedies shall 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, SOME OF THESE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY.
    12. TERMINATION. The Subscriber may terminate the Service at any time by submitting an account cancellation request through Commerce, provided that all payments in Subscriber’s CashFlow Complete account have cleared. We may terminate the Service or the Bill Payment Service at any time, for any reason (including failure to pay Service Fees or inactivity). We will try to notify you in advance, but are not obliged to do so. If Subscriber cancels the Service, all accrued Service Fees will be immediately due and payable, including monthly fees for the month of termination. Bill.com may maintain copies of data, Bills and Documents that Subscriber entered while using the Service. We may, in its sole discretion, permit Subscriber to continue accessing Subscriber’s data, Bills and Documents through the Service for a limited period of time after termination. Subscriber may request Bill.com’s assistance in obtaining a copy of Subscriber’s data, Bills and Documents by notifying Bill.com within sixty (60) days following Service termination. Thereafter, Bill.com may destroy or otherwise dispose of any such data, Bills or Documents in its possession. Bill.com will invoice Subscriber for the cost of returning the data, Bills and Documents at Bill.com’s then-current rates.
    13. NOTICES. We may give notice by means of a general notice on the Web Site, electronic mail to the e-mail address we have on record or by first class mail to the address we have on record. Such notice shall be deemed given immediately upon posting to the Web Site, six (6) hours after sending by electronic mail, or forty-eight (48) hours after sending by first class mail. Except as provided herein, Subscribers may give notice to Commerce as provided in the OLB Terms and Conditions or applicable Deposit Agreement, or to Bill.com as specified on the Web Site. Such notice shall be deemed given when received by us.
    14. CHANGES TO AGREEMENT. We reserve the right to modify the terms and conditions of this Agreement and its policies relating to the Service at any time, in its sole discretion. We will post the revised terms and conditions of the Agreement or policies on the Web Site and provide notice in advance of the effective date of such changes ("Amendment Date"). If the revised terms and conditions or policies are not acceptable, your sole and exclusive remedy shall be to stop using the Service and to cancel CashFlow Complete account through Commerce prior to the Amendment Date. Continuing to use the Service and failing to cancel your account after the Amendment Date constitutes acceptance of the revised terms and conditions of the Agreement. Except as expressly provided herein, this Agreement may not be modified or amended except in a writing signed by a duly authorized representative of each party.
    15. GENERAL. The Agreement and all matters arising out of or relating to the Agreement shall be governed by the laws of the Commonwealth of Delaware, without regard to its conflict of law provisions. Any legal action or proceeding relating to the Agreement shall be brought exclusively in the state or federal courts located in the Northern District of California. You, User, Subscriber, and Bill.com hereby agree to submit to the exclusive jurisdiction of, and agree that venue is proper in, those courts in any such legal action or proceeding. The United Nations Convention on Contracts for the International Sale of Goods will not apply. The waiver of any default or breach of the Agreement shall not constitute a waiver of any other or subsequent default or breach. Except as expressly set forth in the Agreement, the exercise of any remedy under the Agreement will be without prejudice to other remedies available under the Agreement or otherwise. In the event any provision of the Agreement is held to be invalid or unenforceable, the remaining provisions of the Agreement shall remain in full force and effect. You, User, Subscriber, and Bill.com each agree to comply with all applicable laws and regulations with respect to its respective activities hereunder, including without limitation any export laws and regulations of the United States. Nothing in the Agreement shall be construed to create a partnership, joint venture or agency relationship between the parties. The Agreement is intended for the sole and exclusive benefit of the parties thereto and is not intended to benefit any third party. The Agreement constitutes the complete and exclusive agreement between the parties concerning its subject matter and supersedes all prior or contemporaneous agreements or understandings, written or oral, concerning such subject matter. The headings in the Agreement are for convenience of reference only and have no legal effect. You may not assign or transfer the Agreement, in whole or in part, without our written consent. Any attempted assignment or transfer in violation of this Section 4.15 will be null and void. We may assign our rights or delegate our obligations hereunder without consent. Subject to the foregoing restrictions, the Agreement shall inure to the benefit of the successors and permitted assigns of the parties.

EXHIBIT A
Bill Payment and ACH Invoice Collection Terms

These Bill Payment and ACH Invoice Collection Terms govern your use of the bill payment and ACH invoice collection service which are part of the Service provided by us.

  1. Definitions.
    • Terms defined in the General Terms of Service shall have the same meaning when used in this Exhibit A.
    • The terms "you," "your," and "organization" mean any person, organization, and/or legal entity who accepts Bill.com’s bill payment services.
    • "Accounts Payable" means the services provided by Bill.com which include bill indexing and document management, workflow, synchronization of data with accounting software, and Data Entry Service.
    • "Accounts Receivable" means the services provided by Bill.com which include invoice creation and import and document management.
    • "Payee" means the person or entity to which you wish a bill payment to be directed.
    • "Payment Account" means the bank account(s) from which bill payments will be debited or credits delivered, as applicable.
    • Payment Instruction" means the information provided by you to Bill.com for a bill payment to be made to the Payee.
  2. The Service is provided to you subject to the terms and conditions of the Agreement and to the following, which are incorporated herein by this reference:
    • The terms or instructions appearing on the Web Site when enrolling for, activating, accessing, or using the Service;
    • Bill.com’s policies and procedures, as amended from time to time, that apply to the Service; and
    • State and federal laws and regulations, as applicable.
  3. General Description of Service.

    CashFlow Complete Services. Bill.com provides Subscribers with automated and paperless bill management services. A Subscriber may purchase one or more of CashFlow Complete services through a CashFlow Complete account. These services include Accounts Payable, and Accounts Receivable.

    Bill Payment Services. AP Subscribers and Customers, may also elect to receive bill payment services. Your use of the bill payment services will be governed by this Agreement and the Bill Payment Services Agreement in Exhibit B, if applicable.

    To use the Service, each AR Subscriber must enter on the Service enrollment page the Commerce Bank account number for one or more bank accounts and each Vendor must enter on the Web Site the bank routing number and bank account number for one or more Payment Account. When you enter Payment Account information, you agree to the following:

    • You have authority to disclose the Payment Account information and, if applicable, to bind your organization;
    • You authorize the initiation of debit or credit entries, as applicable, to the Payment Account in accordance with instructions inputted on the Web Site, and, if necessary, the initiation of adjustments for any transactions debited or credited in error;
    • You acknowledge that transactions initiated to the Payment Account must comply with the provisions of U.S. law;
    • Your authorization will remain in effect until not later than thirty (30) days after Bill.com receives written notice from you of your desire to cancel; and
    • You will not use the Service for personal, family, or household purposes except in connection with an accounting, bookkeeping, or other advisory business.

    If you designate yourself or any other person as a "Payer" in a CashFlow Complete account, you thereby represent and warrant that each such Payer is authorized to initiate debit or credit entries, as applicable, to the Payment Account under the rules of the bank holding the Payment Account (subject to any approvals set up in the CashFlow Complete account).

    ACH Invoice Collection Services. AR Subscribers may also elect to collect receivables from Customers via Automated Clearing House ("ACH") debits. This Agreement will govern this Service provided to you and is separate from any other agreement between you, Commerce and Bill.com.

  4. Fees and Payment.

    Subscribers shall pay the fees as described in the General Terms of Service.

  5. Information Verification.

    You may not be permitted to participate in the Service if we cannot verify your identity, financial condition, creditworthiness, or other necessary information. By entering into the Agreement, you authorize us, directly or through third parties, to make inquiries necessary to validate your identity, financial condition, or creditworthiness, including, but not limited to:

    • Requiring you to confirm ownership of an e-mail address and Payment Account;
    • Ordering a credit report;
    • Verifying your information against third party databases or through other sources; and
    • Undertaking any other action necessary to verify your information.

    We may also obtain financial information regarding your Payment Account from a financial institution or from anyone you pay through or are paid by the Service.

    Notwithstanding any steps taken to verify such information, you hereby represent and warrant on behalf of yourself and any person or organization for which you act that you have the right, power and authority to conduct and authorize transactions you make pertaining to the Payment Account and that all information you provide to us is complete, accurate, and up to date. If you use the Instant Verification Service on the website, you further agree to the terms below.

    We use Plaid Technologies, Inc. ("Plaid") to gather your data from financial institutions. By using the Service, you grant us, Bill.com and Plaid the right, power, and authority to act on your behalf to access and transmit your personal and financial information from the relevant financial institution. You agree to your personal and financial information being transferred, stored, and processed by Plaid in accordance with the Plaid Privacy Policy available at https://plaid.com/legal.

  6. Vendor Setup.

    To use the CashFlow Complete Accounts Payable service, you enter payment information for Vendors on the Web Site. You must provide correct and current payment information for each Vendor as follows:

    • For check payments, you must provide the Vendor name and remittance address.
    • For electronic payments, you must:
      1. Locate and select the Vendor in the online database on the Web Site;
      2. Input the Vendor’s Bill.com network identification number;
      3. Invite the Vendor to set up an Accounts Receivable account by sending the Vendor an e-mail invitation through the Web Site; or
      4. Input the Vendor’s bank routing number and bank account number on the Web Site.

    You are responsible for verifying the accuracy of the foregoing Vendor information prior to scheduling bill payments, and Bill.com will have no liability for losses or damages due to your or your Vendor’s actions or inactions. If you invite a Vendor to set up an Accounts Receivable account, it will take several business days to complete the verification process required to activate the account for electronic payments. If you input a Vendor’s bank routing number and bank account number on behalf of a Vendor, you represent and warrant that you have obtained from the Vendor the authorizations set forth in Section 3 above.

  7. Customer Setup.
    • The AR Subscriber enters a name and contact information for each Customer on the Web Site. The AR Subscriber represents and warrants to us that the information the AR Subscriber inputs on the Web Site for the Customer is complete and accurately identifies the Customer, and that all invoices are issued pursuant to a contractual relationship with the Customer pursuant to which funds are owed. The AR Subscriber further agrees to assist Bill.com in verifying its Customers pursuant to Section 5 of this Exhibit A and agrees that Bill.com may refuse to process transactions for any Customer whose financial condition and creditworthiness cannot be verified to Bill.com. The AR Subscriber or Vendor appoints Bill.com to act as its agent in connection with the receipt of the funds from the Customer or AR subscriber, and that receipt of the funds from the Customer or AP subscriber by Bill.Com shall be deemed to be receipt of the funds by the AR Subscriber or Vendor. Receipt of funds from the Customer or AP Subscriber by Bill.com will satisfy the obligation owed by the Customer or AP Subscriber to the AR Subscriber or Vendor in the amount of the applicable payment, even if payment is not received by AR Subscriber or Vendor from Bill.com.
    • Bill.com also offers a service whereby Subscribers can collect funds from Customers electronically, and Customers can pay Subscribers.

    This Agreement governs ACH transactions initiated to credit or charge the Customer of an AR Subscriber. Both Customer and the AR Subscriber authorize the transactions that are submitted under this Agreement. Where the transaction is submitted by the Subscriber, the Subscriber represents that the Subscriber has obtained Customer’s authorization for the transaction and Customer’s agreement to be bound by this Agreement. Both Subscriber and Customer agree to be bound by NACHA Operating Rules as they pertain to all ACH transactions initiated under this Agreement that credit or debit the Customer’s bank account, and acknowledge that the origination of ACH transactions must comply with provisions of U.S. law.

    This Agreement will remain in effect until the Customer or the Subscriber cancels it in writing. Customer agrees not to dispute any debits with its bank provided the transaction(s) correspond to the terms of an existing contractual relationship between the Customer and the AR Subscriber.

    In the case of an ACH Transaction being rejected for Non Sufficient Funds (NSF), Customer understands that the charge may be processed again within 30 days. Customer certifies that the bank account is enabled for ACH transactions, and agrees to reimburse Bill.com for all penalties and fees incurred as a result of Customer’s bank rejecting ACH debits or credits as a result of the account not being properly configured for ACH transactions.

  8. Scheduling Bill Payment.

    Payments made through the Service require sufficient time for your Payee to receive your payment and credit your account accordingly. To make a payment, use the Web Site to select the date ("Process Date") on which Bill.com will debit the Payment Account through the Automated Clearing House ("ACH") to pay a bill or an invoice. The Web Site will indicate the earliest possible Process Date for each payment. We will use commercially reasonable efforts to issue payment within one to two business days following the Process Date, depending on the size of the payment and subject to "payment review," as described in Section 14 below.

    You will be solely responsible for scheduling payments and selecting a Process Date for each payment that allows sufficient time for the payment to be delivered on or prior to the bill’s due date. Typically, it takes two to three full business days after the Process Date to post an electronic payment and five full business days to deliver a check payment within the territorial United States by first class mail. Except as provided in Section 17 below, you shall be solely responsible for all penalties, interest charges, and other late payment fees associated with payments that are delivered after the due date.

  9. Payment Method.

    AP Subscribers may choose to make check payments or electronic payments through the Service; provided, however, that we reserve the right to select the method by which to make payments. A Customer may only make electronic payments through the Service. Electronic payments may only be made to U.S. domestic bank accounts. All other payments must be made by check. We reserve the right to make use of third parties to provide the Service. We may, in our sole discretion, impose limits on the amount of money sent through the Service, on a per transaction or a cumulative basis, and change those limits at any time.

  10. Processing Bill Payments.

    You hereby authorize Bill.com to debit your Payment Account in increments or as a lump sum and remit funds in accordance with your Payment Instructions through the ACH. You also give Bill.com the right to resubmit any ACH debit that is returned for insufficient or uncollected funds, or any other reason. You agree that payment transactions will be governed by the rules established by NACHA, the Electronic Payments Association, as in effect from time-to-time, under which you are an "Originator", Bill.com is a "Third Party Service Provider," and Bill.com’s processing bank is the "Originating Depository Financial Institution."

    If a debit is returned, no additional payments will be processed, and Bill.com reserves the right to stop payment on all payments in process until that debit is successfully re-presented and paid. Without limiting any other available remedies, if any ACH debit from your Payment Account is returned because of insufficient funds or any other reason, you must reimburse Bill.com for any corresponding payment amount immediately upon demand, plus exceptions processing fees, plus any bank fees, charges or penalties for return items, plus interest at the lesser of one and one half percent (1.5%) per month or the maximum allowed by law, plus attorney's fees and other costs of collection as allowed by law. In its discretion, Bill.com may setoff such amounts against debits received for other payments. You accept any liability you or Bill.com may incur which is caused by your payment transactions, and you shall be solely responsible for any penalties, charges, and other fees you or Bill.com incur as a result of a failure to maintain sufficient funds in the Payment Account.

    Bill.com may make appropriate reports to credit reporting agencies, financial institutions, tax agencies and law enforcement authorities, and cooperate with them in any resulting investigation or prosecution. Bill.com also reserves the right to debit a Payee’s account for money paid to the Payee on your behalf if the ACH debit from the Payment Account is returned because of insufficient funds or any other reason. You shall be solely responsible for all penalties, interest charges, late payment fees and service fees resulting from such a debit to the Payee. In some cases, an AP Subscriber or a Customer may reverse a transaction for up to sixty (60) days after it settled, or a transaction may be invalidated for fraud or some other reason, in which case the funds will be removed from the Payee’s Payment Account long after initial deposit. You agree at all times to maintain sufficient funds in your Payment Account to satisfy all obligations including returns, reversals, and associated fees, and to add funds immediately if Bill.com notifies you that your funds are insufficient. Bill.com may, at its discretion, contact your Payees regarding any payments to be made, or payments made, to Payees on your behalf, for any reason.

    After the Process Date and prior to disbursement, funds will be held in a master bank account created by Bill.com for your benefit as your agent. The funds will be commingled with funds of other Bill.com customers; however, you are deemed the principal with respect to the funds in your subaccount. Bill.com will track the funds in each of its customers’ subaccounts each day; however, it will not necessarily maintain and update subaccounts over the course of a day and, accordingly, account figures provided over the course of a day are provisional. This arrangement does not create a trust or other fiduciary obligations on the part of Bill.com. Bill.com will not engage in any discretionary activity with respect to your funds.

    Bill.com reserves the right to suspend or cancel any payments if your CashFlow Complete account is not in good standing. Bill.com will credit back to the Payment Account any debits made to fund cancelled payments; provided, however, you authorize Bill.com, in its sole discretion, to withhold and collect from such amounts any service fees or other amounts owed under this Agreement.

  11. Payment Authorization and Payment Remittance.

    By providing us with the names and account information of Payees to whom you wish to direct payments, you authorize us to follow the Payment Instructions that we receive from you. In order to process payments more efficiently and effectively, we may submit payments to the best known Payee address. When necessary, we may alter payment data or data formats or change or reformat your Payee account number to match the account number or format required by your Payee for electronic payment processing.

    When we receive a Payment Instruction, you authorize us to debit your Payment Account and remit funds on your behalf. You also authorize us to credit your Payment Account for payments returned to us by the Post Office or Payee, or payments remitted to you on behalf of another authorized user of the Service.

  12. Returned Transactions.

    Payees or the United States Postal Service may return payments for various reasons such as, but not limited to, Vendor’s forwarding address expired, invalid bank routing number, invalid bank account number, Vendor remittance address is not correct, Payee is unable to identify an account, or a Payee account is paid in full. In addition, a Payee may refuse to accept a payment, and we will have no liability for any resulting loss or damage. Bill.com will use commercially reasonable efforts to provide you with notice of returned payments and will offer you through the Web Site the choice whether to void and credit or void and reissue the payments. You agree that we shall not have any liability for any such returned payments. Unless otherwise directed, Bill.com will void such payments. You hereby authorize Bill.com to credit such payments to your Payment Account through the ACH.

  13. Prohibited Payments.

    Bill.com may refuse to issue a payment to any Payee in its reasonable discretion. The Service is not intended for payment of alimony, child support, taxes or other court-directed or government payments, fines or penalties or payments to settle securities transactions. Bill.com will use commercially reasonable efforts to provide notice promptly if it decides to refuse to issue a payment. This notification is not required if an attempt is made to make a payment that is prohibited by law or the Agreement.

  14. Payment Review.

    Bill.com reviews all payments for risk and for compliance with law, including without limitation anti-money laundering laws and regulations issued by the Office of Foreign Asset Control. In its discretion, Bill.com may place a hold on a payment for as long as reasonably required to conduct an appropriate inquiry regarding you, the Vendor, the AR Subscriber, the Customer, a bill, payment history, and other relevant circumstances and factors. Depending on the results of this review, Bill.com may clear the payment, reverse the payment, or hold the payment pending instructions from a government agency. At any time, a payment processed through your Payment Account may be reversed.

  15. Payment Cancellation Requests.

    Scheduled payments may be cancelled, rescheduled or modified by following the directions on the Web Site. There is no charge for canceling, rescheduling or modifying a payment before it is processed. However, once Bill.com has begun processing a payment, it cannot be cancelled, rescheduled or modified, and you must submit a stop payment request.

  16. Stop Payment Requests.

    Our ability to process a stop payment request depends on the payment method and whether or not a check has cleared. We must have a reasonable opportunity to act on any stop payment request after a payment has been processed. You must contact Bill.com’s customer support to stop any payment that has already been processed. Although Bill.com will use commercially reasonable efforts to accommodate stop payment requests, Bill.com will not have any liability for failing to do so. Stop payment requests will incur the charges set forth at https://www.commercebank.com/cashflowcomplete.

  17. Limited Warranty

    Bill.com will use commercially reasonable efforts to make all payments in accordance with Payment Instructions. If Bill.com causes an incorrect amount of funds to be removed from your Payment Account or causes funds from your Payment Account to be directed to a Payee that does not comply with the Payment Instructions, or if Bill.com fails to issue a payment (each an "Error"), Bill.com shall use commercially reasonable efforts to return the improperly transferred funds to the Payment Account, direct any previously misdirected payments to the proper Payee, and, if applicable, provide reimbursement for any assessed interest charges, provided that the payment was scheduled correctly and in accordance with the Agreement.

    Notwithstanding the foregoing, we shall not incur any liability for any Error resulting from any of the following circumstances: (i) there are insufficient funds in the Payment Account; (ii) the ACH Network or other payment processing center is not working properly; (iii) the Payment Account information or the Payment Instructions are inaccurate, incomplete or out of date; or (iv) as a result of payment review as set forth in Section 14.

    If you believe you are entitled to payment under this Section 17, you must notify Bill.com customer support as soon as you learn of the Error (and in no event later than thirty (30) days after the earlier of when the payment is due or made). You must cooperate fully with Bill.com’s remediation efforts by contacting the Payee, contacting your bank, contacting the Payee’s bank, making information or funds available, executing all documents and taking all other actions reasonably requested to correct or mitigate the Error.

    THE FOREGOING SETS FORTH THE SOLE AND EXCLUSIVE REMEDY AND OUR FULL AND EXCLUSIVE OBLIGATION WITH RESPECT TO ANY BREACH OF THIS LIMITED WARRANTY.

 

EXHIBIT B
Bill Payment Services Agreement (Bancorp)

This Bill Payment Services Agreement (the "Services Agreement") governs your use of the online bill payment services provided by The Bancorp Bank ("Bancorp") in connection with the online account you have established with CashFlow Complete. By clicking "Enroll" or "I Accept" below, or by using Bancorp’s bill payment services, you agree that you have read this Services Agreement and agree to be bound by its terms.

  1. Definitions. The terms used defined in this Exhibit B shall only apply to those terms as they are used in this Exhibit B.
    • The terms "we," "us," and "our" mean Bancorp, a Delaware state-chartered banking institution, its successors and assigns.
    • The terms "you," "your," and "organization" mean any person, organization, and/or legal entity who accepts Bancorp’s bill payment services offered through Bill.com.
    • Accounts Payable" means the services provided by CashFlow Complete which include bill indexing and document management, workflow, synchronization of data with accounting software, and Data Entry Service.
    • "Accounts Receivable" means the services provided by CashFlow Complete which include invoice creation and import and document management.
    • "Bill.com" means Bill.com, Inc., a Delaware corporation, its successors and assigns.
    • "Web Site" means the website maintained by Bill.com at www.bill.com.
    • "Payee" means the person or entity to which you wish a bill payment to be directed.
    • "Payment Account" means the bank account(s) from which bill payments will be debited or credits delivered, as applicable.
    • "Payment Instruction" means the information provided by you to Bancorp for a bill payment to be made to the Payee.
    • "Service" means the bill payment services provided to you by Bancorp.
    • "Subscriber" means a Bill Payment Service user with a CashFlow Complete account through Commerce Bank Small Business Online Banking services.
  2. Terms and Conditions.

    The Service provided to you by Bancorp is subject to the terms and conditions of this Services Agreement and to the following, which are incorporated herein by this reference:

    • The General Terms of Service establishing the relationship between you, Commerce Bank and Bill.com;
    • The terms or instructions appearing on the Web Site when enrolling for, activating, accessing, or using the Service;
    • Bancorp’s policies and procedures, as amended from time to time, that apply to the Service; and
    • State and federal laws and regulations, as applicable.
  3. General Description of Service.

    Bancorp Services. Accounts Payable Subscribers ("AP Subscribers"), and persons who pay Accounts Receivable Subscribers ("Customers"), may also elect to receive bill payment services provided by Bancorp. This Agreement will govern the Service provided to you by Bancorp and is separate from any agreement between you, Commerce Bank and Bill.com.

    To use the Service, you must enter on the Web Site the bank routing number and bank account number for your checking account(s) ("Payment Account"). When you enter Payment Account information, you agree to the following:

    • You have authority to disclose the Payment Account information and, if applicable, to bind your organization;
    • You authorize the initiation of debit or credit entries, as applicable, to the Payment Account in accordance with instructions inputted on the Web Site, and, if necessary, the initiation of adjustments for any transactions debited or credited in error;
    • You acknowledge that transactions initiated to the Payment Account must comply with the provisions of U.S. law;
    • Your authorization will remain in effect until not later than thirty (30) days after Bancorp receives written notice from you of your desire to cancel; and
    • You will not use the Service for personal, family, or household purposes except in connection with an accounting, bookkeeping, or other advisory business.

    If you designate yourself or any other person as a "Payer" in a CashFlow Complete account, you thereby represent and warrant that each such Payer is authorized to initiate debit or credit entries, as applicable, to the Payment Account under the rules of the bank holding the Payment Account (subject to any approvals set up in the CashFlow Complete account).

  4. Fees and Payment.

    Subscribers shall pay the fees as described in the General Terms of Service.

  5. Information Verification.

    You may not be permitted to participate in the Service if we cannot verify your identity, financial condition, creditworthiness, or other necessary information. By entering into the Services Agreement, you authorize Bancorp, directly or through third parties, to make inquiries necessary to validate your identity, financial condition, or creditworthiness, including, but not limited to:

    • Requiring you to confirm ownership of an e-mail address and Payment Account;
    • Ordering a credit report;
    • Verifying your information against third party databases or through other sources; and
    • Undertaking any other action necessary to verify your information.

    We may also obtain financial information regarding your Payment Account from a financial institution or from anyone you pay through or are paid by the Service.

    Notwithstanding any steps taken to verify such information, you hereby represent and warrant on behalf of yourself and any person or organization for which you act that you have the right, power and authority to conduct and authorize transactions you make pertaining to the Payment Account and that all information you provide to us is complete, accurate, and up to date. If you use the Instant Verification Service on the website, you further agree to the terms below.

    We use Plaid Technologies, Inc. ("Plaid") to gather your data from financial institutions. By using the Service, you grant us and Plaid the right, power, and authority to act on your behalf to access and transmit your personal and financial information from the relevant financial institution. You agree to your personal and financial information being transferred, stored, and processed by Plaid in accordance with the Plaid Privacy Policy available at https://plaid.com/legal.

  6. Vendor Setup.

    To use the Accounts Payable service, Subscribers must enter payment information for third parties they wish to send payments to using the Service ("Vendors") on the Web Site. You must provide correct and current payment information for each Vendor as follows:

    • For check payments, you must provide the Vendor name and remittance address.
    • For electronic payments, you must:
      1. Locate and select the Vendor in the online database on the Web Site;
      2. Input the Vendor’s Bill.com network identification number;
      3. Invite the Vendor to set up an Accounts Receivable account by sending the Vendor an e-mail invitation through the Web Site; or
      4. Input the Vendor’s bank routing number and bank account number on the Web Site.

    You are responsible for verifying the accuracy of the foregoing Vendor information prior to scheduling bill payments, and Bancorp will have no liability for losses or damages due to your or your Vendor’s actions or inactions. If you invite a Vendor to set up an Accounts Receivable account, it will take several business days to complete the verification process required to activate the account for electronic payments. If you input a Vendor’s bank routing number and bank account number on behalf of a Vendor, you represent and warrant that you have obtained from the Vendor the authorizations set forth in Section 3 above.

  7. Customer Setup.

    An Accounts Receivable Subscriber ("AR Subscriber") enters a name and contact information for each Customer on the Web Site. The AR Subscriber represents and warrants to Bancorp that the information the AR Subscriber inputs on the website for the Customer is complete and accurately identifies the Customer, and that all invoices are issued pursuant to a contractual relationship with the Customer pursuant to which funds are owed. The AR Subscriber further agrees to assist Bancorp in verifying its Customers pursuant to Section 5 of this Exhibit B and agrees that Bancorp may refuse to process transactions for any Customer whose financial condition and creditworthiness cannot be verified to Bancorp.

  8. Scheduling Bill Payment.

    Payments made through the Service require sufficient time for your Payee to receive your payment and credit your account accordingly. To make a payment, use the Web Site to select the date ("Process Date") on which Bill.com will debit the Payment Account through the Automated Clearing House ("ACH") to pay a bill or an invoice. The Web Site will indicate the earliest possible Process Date for each payment. We will use commercially reasonable efforts to issue payment within one to two business days following the Process Date, depending on the size of the payment and subject to "payment review," as described in Section 14 below.

    You will be solely responsible for scheduling payments and selecting a Process Date for each payment that allows sufficient time for the payment to be delivered on or prior to the bill’s due date. Typically, it takes two to three full business days after the Process Date to post an electronic payment and five full business days to deliver a check payment within the territorial United States by first class mail. Except as provided in Section 17 below, you shall be solely responsible for all penalties, interest charges, and other late payment fees associated with payments that are delivered after the due date.

  9. Payment Method.

    AP Subscribers may choose to make check payments or electronic payments through the Service; provided, however, that we reserve the right to select the method by which to make payments. A Customer may only make electronic payments through the Service. Electronic payments may only be made to U.S. domestic bank accounts. All other payments must be made by check. We reserve the right to make use of third parties to provide the Service. We may, in our sole discretion, impose limits on the amount of money sent through the Service, on a per transaction or a cumulative basis, and change those limits at any time.

  10. Processing Bill Payments.

    You hereby authorize Bancorp to debit your Payment Account in increments or as a lump sum and remit funds in accordance with your Payment Instructions through the ACH. You also give Bancorp the right to resubmit any ACH debit that is returned for insufficient or uncollected funds, or any other reason. You agree that payment transactions will be governed by the rules established by NACHA, the Electronic Payments Association, as in effect from time-to-time, under which you are an "Originator", Bill.com is a "Third Party Service Provider," and Bancorp is the "Originating Depository Financial Institution."

    If a debit is returned, no additional payments will be processed, and Bancorp reserves the right to stop payment on all payments in process until that debit is successfully re-presented and paid.

    Bancorp may make appropriate reports to credit reporting agencies, financial institutions, tax agencies and law enforcement authorities, and cooperate with them in any resulting investigation or prosecution. Bancorp also reserves the right to debit a Payee’s account for money paid to the Payee, on your behalf if the ACH debit from the Payment Account is returned because of insufficient funds or any other reason. You shall be solely responsible for all penalties, interest charges, late payment fees and service fees resulting from such a debit to the Payee. In some cases, an AP Subscriber or a Customer may reverse a transaction for up to sixty (60) days after it settled, or a transaction may be invalidated for fraud or some other reason, in which case the funds will be removed from the Payee’s Payment Account long after initial deposit. You agree at all times to maintain sufficient funds in your Payment Account to satisfy all obligations including returns, reversals, and associated fees, and to add funds immediately if Bill.com notifies you that your funds are insufficient. Bancorp may, at its discretion, contact your Payees regarding any payments to be made, or payments made, to Payees on your behalf, for any reason.

    After the Process Date and prior to disbursement, funds will be held in a master bank account created by Bill.com at Bancorp for your benefit as your agent. The funds will be commingled with funds of other Bill.com and Service customers; however, you are deemed the principal with respect to the funds in your subaccount. Bill.com will track the funds in each of its customers’ subaccounts each day; however, it will not necessarily maintain and update subaccounts over the course of a day and, accordingly, account figures provided over the course of a day are provisional. This arrangement does not create a trust or other fiduciary obligations on the part of Bancorp. Bancorp will not engage in any discretionary activity with respect to your funds.

    Bancorp reserves the right to suspend or cancel any payments if your CashFlow Complete account is not in good standing. Bancorp will credit back to the Payment Account any debits made to fund cancelled payments.

  11. Payment Authorization and Payment Remittance.

    By providing us with the names and account information of Payees to whom you wish to direct payments, you authorize us to follow the Payment Instructions that we receive from you. In order to process payments more efficiently and effectively, we may submit payments to the best known Payee address. When necessary, we may alter payment data or data formats or change or reformat your Payee account number to match the account number or format required by your Payee for electronic payment processing.

    When we receive a Payment Instruction, you authorize us to debit your Payment Account and remit funds on your behalf. You also authorize us to credit your Payment Account for payments returned to us by the Post Office or Payee, or payments remitted to you on behalf of another authorized user of the Service.

  12. Returned Transactions.

    Payees or the United States Postal Service may return payments for various reasons such as, but not limited to, Vendor’s forwarding address expired, invalid bank routing number, invalid bank account number, Vendor remittance address is not correct, Payee is unable to identify an account, or a Payee account is paid in full. In addition, a Payee may refuse to accept a payment, and Bancorp will have no liability for any resulting loss or damage. Bancorp will use commercially reasonable efforts to provide you with notice of returned payments and will offer you through the Web Site the choice whether to void and credit or void and reissue the payments. You agree that Bancorp shall not have any liability for any such returned payments. Unless otherwise directed, Bancorp will void such payments. You hereby authorize Bancorp to credit such payments to your Payment Account through the ACH.

  13. Prohibited Payments.

    Bancorp may refuse to issue a payment to any Payee in its reasonable discretion. The Service is not intended for payment of alimony, child support, taxes or other court-directed or government payments, fines or penalties or payments to settle securities transactions. Bancorp will use commercially reasonable efforts to provide notice promptly if it decides to refuse to issue a payment. This notification is not required if an attempt is made to make a payment that is prohibited by law or the Services Agreement.

  14. Payment Review.

    Bancorp reviews all payments for risk and for compliance with law, including without limitation anti-money laundering laws and regulations issued by the Office of Foreign Asset Control. In its discretion, Bancorp may place a hold on a payment for as long as reasonably required to conduct an appropriate inquiry regarding you, the Vendor, the AR Subscriber, the Customer, a bill, payment history, and other relevant circumstances and factors. Depending on the results of this review, Bancorp may clear the payment, reverse the payment, or hold the payment pending instructions from a government agency. At any time, a payment processed through your Payment Account may be reversed.

  15. Payment Cancellation Requests.

    Scheduled payments may be cancelled, rescheduled or modified by following the directions on the Web Site. There is no charge for canceling, rescheduling or modifying a payment before it is processed. However, once Bancorp has begun processing a payment, it cannot be cancelled, rescheduled or modified, and you must submit a stop payment request.

  16. Stop Payment Requests.

    Bancorp’s ability to process a stop payment request depends on the payment method and whether or not a check has cleared. Bancorp must have a reasonable opportunity to act on any stop payment request after a payment has been processed. You must contact Bill.com’s customer support to stop any payment that has already been processed. Although Bancorp will use commercially reasonable efforts to accommodate stop payment requests, Bancorp will not have any liability for failing to do so. Stop payment requests will incur the charges set forth at https://www.commercebank.com/cashflowcomplete.

  17. Limited Warranty.

    Bancorp will use commercially reasonable efforts to make all payments in accordance with Payment Instructions. If Bancorp causes an incorrect amount of funds to be removed from your Payment Account or causes funds from your Payment Account to be directed to a Payee that does not comply with the Payment Instructions, or if Bancorp fails to issue a payment (each an "Error"), Bancorp shall use commercially reasonable efforts to return the improperly transferred funds to the Payment Account, direct any previously misdirected payments to the proper Payee, and, if applicable, provide reimbursement for any assessed interest charges, provided that the payment was scheduled correctly and in accordance with the Services Agreement.

    Notwithstanding the foregoing, Bancorp shall not incur any liability for any Error resulting from any of the following circumstances: (i) there are insufficient funds in the Payment Account; (ii) the ACH Network or other payment processing center is not working properly; (iii) the Payment Account information or the Payment Instructions are inaccurate, incomplete or out of date; or (iv) as a result of payment review as set forth in Section 14 of this Exhibit B.

    If you believe you are entitled to payment under this Section 17 of this Exhibit B, you must notify Bill.com customer support as soon as you learn of the Error (and in no event later than thirty (30) days after the earlier of when the payment is due or made). You must cooperate fully with Bancorp’s remediation efforts by contacting the Payee, contacting your bank, contacting the Payee’s bank, making information or funds available, executing all documents and taking all other actions reasonably requested to correct or mitigate the Error.

    THE FOREGOING SETS FORTH THE SOLE AND EXCLUSIVE REMEDY AND BANCORP’S FULL AND EXCLUSIVE OBLIGATION WITH RESPECT TO ANY BREACH OF THIS LIMITED WARRANTY.

  18. Warranty Exclusions.

    The limited warranty set forth in Section 17 of this Exhibit B are subject to the following exclusions: Bancorp makes no warranty to Vendors or Customers. Each User assumes sole responsibility and liability for results obtained from the use of the Service. Bancorp shall not have any liability for any claims, losses, or damage caused by errors or omissions in any information provided to Bancorp in connection with the Service or the Bill Payment Service. Bancorp shall not have any liability for any claims, losses or damages arising out of or in connection with use of any third-party products, services, software or web sites that are accessed via links on the Web Site. Bancorp shall not have any liability for any error or failure that is due to causes beyond its reasonable control, including without limitation, strikes, riots, insurrection, war, military or national emergencies, acts of God, natural disasters, fire, outages of computers or associated equipment, or failure of transportation or communication methods (including the Internet) or power supplies.

  19. Warranty Disclaimer.

    EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SERVICE IS PROVIDED "AS-IS" WITHOUT ANY WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, 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. BANCORP 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. BANCORP FURTHER DISCLAIMS ANY AND ALL WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM BANCORP OR ELSEWHERE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS SERVICES AGREEMENT. SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.

  20. Limitation of Liability.

    IN NO EVENT SHALL BANCORP BE LIABLE TO YOU FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF INCOME, DATA, PROFITS, REVENUE OR BUSINESS INTERRUPTION, OR COST OF SUBSTITUTE SERVICES, OR OTHER ECONOMIC LOSS, WHETHER OR NOT BANCORP 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. BANCORP WILL NOT BE LIABLE FOR ATTORNEYS’ FEES, EXCEPT AS REQUIRED BY LAW.

  21. Acknowledgment.

    The parties acknowledge that the limitations and exclusions contained in Sections 18, 19, 20 and elsewhere in this Services Agreement represent the parties’ agreement based upon the perceived level of risk associated with their respective obligations under this Services Agreement and the service fees paid. Without limiting the generality of the foregoing, the parties acknowledge and agree that (a) the provisions hereof that limit liability, disclaim warranties or exclude consequential damages or other damages or remedies shall be severable and independent of any other provisions and shall be enforced as such, regardless of any breach hereunder, and (b) all limitations of liability, disclaimers of warranties, and exclusions of consequential damages or other damages or remedies shall 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, SOME OF THESE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY.

  22. Amendments.

    Bancorp reserves the right to modify the terms and conditions of this Services Agreement at its discretion. If the revised terms and conditions or policies are not acceptable to you, your sole and exclusive remedy shall be to stop using the Service by notifying Bill.com customer support. Continuing to use the Service constitutes acceptance of the revised terms and conditions of the Services Agreement. Except as expressly provided herein, this Services Agreement may not be modified or amended except in a writing signed by a duly authorized representative of each party.

  23. Terminating Service.

    You may terminate the Service at any time by contacting Bill.com customer support, provided that all payments in your account have cleared. Bancorp may terminate the Service at any time, for any reason (including failure to pay service fees or inactivity). Bill.com will try to notify you in advance, but is not obligated to do so.

  24. Password and Security.

    You shall not give or make available passwords or other means of accessing the Web Site or your Payment Account to any unauthorized individuals. If you allow someone access to your e-mail and password, you are authorizing that person to use the Service and are responsible for all transactions that person performs, even if you did not want them performed, and even if they are fraudulent.

    You must notify Bill.com’s customer support immediately upon any suspicion that a password has been lost or stolen or that someone has attempted or may attempt to make payments or otherwise use the Service without authorization. Bancorp will not have any liability to you for any unauthorized payment or transfer made using your Payment Account or password that occurs before you have notified Bill.com’s customer support of the possible unauthorized use and Bancorp has had reasonable opportunity to act on that notice. Accordingly, you should log into your CashFlow Complete account regularly and review your transaction history for unauthorized transactions or access.

  25. Consent to Electronic Disclosures.

    By creating a login and password for the Service, you agree to receive information electronically through the Web Site and at the e-mail address you provide. This information may include information regarding the Services Agreement, including legal disclosures, future changes to the Services Agreement, and other notices, legal communications or disclosures. You agree to notify us promptly if your email address changes. You confirm that the computer and browser you are using enable you to receive, access, and retain this information, and that you can print copies for your records.

  26. Taxes.

    It is your responsibility to determine what, if any, taxes apply to all payments made through the Web Site, and to collect, report and remit the correct tax to the appropriate tax authority. Bancorp is not responsible for determining whether taxes apply to these payments, or for collecting, reporting or remitting any taxes arising from any payments.

  27. Assignment.

    You may not assign this Services Agreement to any other party. Bancorp may assign this Services Agreement to any third party, directly or indirectly affiliated with Bancorp. Bancorp may also assign or delegate certain of its rights and responsibilities under this Services Agreement to independent contractors or other third parties.

  28. Indemnity.

    You agree to indemnify and hold Bancorp and its respective officers, directors, employees and representatives harmless (including payment of reasonable attorney’s fees) against any and all liability to third parties arising out of, or in connection with your use of the Service, any actions taken by Bancorp pursuant to your instructions, or your breach of this Services Agreement.

  29. No Waiver.

    Bancorp shall not be deemed to have waived any of its rights or remedies under this Services Agreement unless such waiver is in writing and signed by Bancorp. No delay or omission on the part of Bancorp in exercising any rights or remedies shall operate as a waiver of such rights or remedies or any other rights or remedies. A waiver on any one occasion shall not be construed as a bar or waiver of any rights or remedies on future occasions.

  30. Governing Law.

    This Services Agreement and all matters arising out of or relating to this Services Agreement shall be governed by the laws of the State of Delaware, without regard to its conflict of law provisions. Any legal action or proceeding relating to the Services Agreement shall be brought exclusively in the state or federal courts located in Delaware. You hereby agree to submit to the exclusive jurisdiction of, and agree that venue is proper in, those courts in any such legal action or proceeding.

Revision Date: January 24, 2017