Online Banking Service Agreement

This Addendum to the Bank of America Online Banking Service Agreement (“Agreement”) sets forth the terms for your use of the services available exclusively to small business customers (“Business Services”), described herein.

You understand that the Business Services are intended to be used for business purposes only, and not for personal, family or household purposes.

Except where modified by this Addendum, all the existing terms and conditions of the Agreement remain in effect. If there is a conflict, the terms in this Addendum will control your use of the Business Services.

When you apply for, enroll in, activate, download or use any of the Business Services described in this Addendum, as may be amended from time to time, or authorize others to do so on your behalf, you agree to be bound by the terms and conditions of the Agreement and this Addendum (together, referred to in this Addendum as the “Agreements”), as each may be amended from time to time, as well as any terms and instructions that appear on a screen when enrolling in, activating or accessing the Business Services.

The Account Management service allows you to establish individual account access levels (including customized access to Bill Pay and Payments and Invoicing) in online banking.

You may authorize other users and control their scope of activities by designating user levels, access levels, and account settings.  You may add additional users to your online banking profile and provide each with a separate Online ID and passcode.

1. User Level

You may designate the user level either as “user” (also sometimes referred to as “sub-user”) or “Administrator.”

An Administrator in Account Management is a user who is able to create additional users, edit and monitor other users.  An Administrator in Account Management is not eligible to enroll in other Business Services or grant levels of access to other users that have not been granted to the Administrator.

For each user, you can designate which account(s) the user will have access to. You may also place limits on the types of transactions for each account to which the user is granted access.

For each account linked to your Online ID, except for personal investment accounts, you can designate each user's access level and account settings.

2. Access Level

Access Level (also sometimes referred to as “Activity Level”) means either Transactional Access, View Access or No Access.

You agree that users have Transactional Access, unless otherwise specified by you or an Administrator. You agree that by granting Transactional Access (also sometimes referred to as “financial access” or “full access”) to an account you will be allowing a user to transfer funds, make payments, perform account maintenance, and view account balances and activity on the account, subject to the selected account or general service settings.

View Access (also sometimes referred to as “inquiry access” or “basic access”) allows a user to only view account balances and activity, subject to the selected account or general service settings.

3. Account Settings

Account settings are levels of access and transactional limits that you and/or an Administrator may select for each user.

In addition to specifying Transactional, View, or No Access for a user of an account, you can also specify certain other account settings, including transaction limitations as provided on our web site. You may also designate certain "general service settings," which are global settings that may affect more than one account. These include Full Access Bill Pay, Payroll Services and Direct Payments.

There are additional controls available for the Bill Pay option. If you select to enable Full Access for a user of Bill Pay, that user will automatically have Transactional Access to all the accounts that you have set up for Bill Pay, and the user will be able to pay bills using the Bill Pay feature and set up new payees. You may, however, designate Limited Access for a user of Bill Pay, which will permit the user to have Transactional Access for specific accounts and existing payees only. For the Bill Pay functionality, you may limit a user to use only certain specified accounts. For users of the Payroll Services and Direct Payments, only Transactional Access is available.

In addition to designating general service settings, you can also provide additional account settings on certain eligible accounts, such as allowing a user to view statements, view check images or make transfers for the selected accounts. Any user to whom you have given transfer ability will be able to see the last name and last 4 digits of the account number for all transfer recipients created by you, an Administrator or any other user, even those that the user did not initiate.

4. Notice Requirements

You are obligated to inform Bank of America of any changes to the person(s) authorized on the signature card for each linked account to designate signers and/or users for each such account. Such notice must be given separately from any other notices given to other Bank departments or financial centers by calling us at 1.888.business (287.4637).

You may also write us at:

Bank of America
FL1-300-03-15
P.O. Box 25118
Tampa, FL 33622-5118

You are responsible for (and we will have no liability to you for) any unauthorized payments, transfers, or other transactions performed on any account linked to this service that are made by a designated user or Administrator using the passcodes you or an Administrator assign and that occur before you have notified us of possible unauthorized use and we have had a reasonable opportunity to act on that notice.

If you are authorized to enter into an agreement for a Business Service for another business, and if you want to link the accounts of the other business to the accounts covered by the agreement in online banking, you will need to agree separately to the Agreements for each other business. Upon doing so, you may link the accounts of the businesses so that you may elect, at your risk and that of the businesses, but not of the Bank, to use a common Online ID and passcode to access all linked accounts in online banking. You should do this only if you are authorized to link the accounts of the different business and to use all the functions of online banking for each business.

You may also link an eligible Bank of America consumer account to the accounts covered by the Agreements in online banking. You may link eligible accounts only if you are the owner of the business account and the consumer account. If you link your business accounts to your consumer accounts, you agree and understand that the owner Online ID provides the ability to view and/or perform transactions with linked consumer accounts.

You are obligated to inform Bank of America if your authority over any linked account decreases. The Bank is not liable if your authority over any account decreases until it is informed of the change in authority using the Notice Requirements in Section 2 of the Addendum above.

You may use Cash Flow Monitor and Connected Apps (“Cash Flow Monitor”) to access services offered by Bank of America, its affiliates or third parties not affiliated with Bank of America. You agree that when you use Cash Flow Monitor to access services operated by third parties, in addition to the terms and conditions in the Agreements and other applicable agreements described in this Addendum, you will be subject to any terms and conditions established by those third parties, and that this Section does not amend any of those terms and conditions. You agree that only the third parties are responsible for services they provide, and if you have any problems with the third parties, you should contact them directly.

Cash Flow Monitor is a cash flow dashboard that allows you to consolidate and view your financial information.  Cash Flow Monitor also uses proprietary technology to allow you to retrieve and view information maintained by third parties with which you have customer relationships, maintain accounts or engage in financial transactions (“Third-Party Account Information”).  In the future, we may remove or add new functionalities.

To access Cash Flow Monitor, you must be an owner of an open Bank of America business deposit account and have access to your account through online banking. 

You may use Cash Flow Monitor to direct Bank of America to retrieve Third-Party Account Information maintained by third parties.  Bank of America works with one or more third party service providers to provide you with access to this Third-Party Account Information using third-party software applications (“Apps”).  Bank of America does not review the Third-Party Account Information for accuracy, legality, or non-infringement.  Bank of America is not responsible for the Third-Party Account Information or services offered by third parties.

We cannot always foresee or anticipate technical or other difficulties. These difficulties may result in loss of data, loss of customized settings or other service interruptions. We do not assume responsibility for the timeliness, accuracy, deletion, mis-delivery or failure to store any user data, communications or customized settings.  For example, information displayed through Cash Flow Monitor may be more up-to-date when obtained directly from relevant third-party web sites.  You agree that we are not liable for any errors or delays in the content, or for any actions taken in reliance thereon.

Cash Flow Monitor provides links to selected third party web sites for your convenience only.  The third party you select is solely responsible for its services to you. We are not liable for any damages or costs of any type arising out of or in any way connected with your use of the services of a third party.  We retain the right (not the obligation) at our sole discretion to prevent access to any web site from Cash Flow Monitor.

When you use Cash Flow Monitor to access Third-Party Account Information maintained by a third party, you agree to the following:

1. You authorize Bank of America and its service providers to use and store information submitted by you that is needed to access those third-party web sites you have designated to retrieve Third-Party Account Information on your behalf, and you appoint us as your agent for this limited purpose. In addition, you hereby grant Bank of America and its providers as your true and lawful attorney-in-fact, with full power of substitution and resubstitution, for you and in your name, place and stead, in any and all capacities, to access third party web sites, retrieve Third-Party Account Information, and use your information, for the purpose of operating Cash Flow Monitor, with full power and authority to do and perform each thing necessary in connection with such activities as you could do in person.
2. YOU AGREE AND ACKNOWLEDGE THAT WHEN WE ACCESS AND RETRIEVE INFORMATION FROM THE THIRD-PARTY WEB SITE, WE ACT AS YOUR AGENTS, AND NOT AS AGENTS FOR OR ON BEHALF OF THE THIRD PARTY.
3. You acknowledge that Cash Flow Monitor does not have the capability to initiate transactions affecting your Third-Party Account Information or provide notices or instructions affecting such Third-Party Account Information. When you access a third-party web site through Cash Flow Monitor, you open a new browser window to directly connect you to the third-party web site and submit information you have designated to allow further access to that web site. Transactions and inquiries you initiate at such a web site are not made through Cash Flow Monitor, and we have no responsibility for such transactions. You are responsible for all fees charged by the third party in connection with the third party’s services, and you agree to comply with the terms and conditions of those third-party services. If you have a dispute or question about any Third-Party Account Information, you agree to direct these to the third party.
4. Third parties shall be entitled to rely on the above authorizations, agency and power of attorney granted by you.
5. You acknowledge that Bank of America and/or its affiliates or service providers may receive compensation from third parties in connection with third party services accessible through Cash Flow Monitor. Cash Flow Monitor is not sponsored or endorsed by any providers of the third-party services you access through Cash Flow Monitor.

Automatic alerts are provided within the Cash Flow Monitor dashboard in Online and Mobile Banking, and are viewable by selecting the alert bell at the top of the dashboard. 

We provide alerts if:

• Any of the account(s) projected balance(s) are projected to:
  
  • Reduce the account balance to: (i) $0 or below; or (ii) below the threshold identified by you; or

• A projected transaction you enter manually is scheduled to roll off the projected balance

We reserve the right to change, terminate or suspend Cash Flow Monitor, or your use of Cash Flow Monitor (either entirely or only with respect to a particular App), at any time for any reason or no reason with or without advance notice to you.

You may terminate access to any App at any time in accordance with the terms and conditions specified by the relevant third-party provider of the App. 

You acknowledge that certain Apps integrate or communicate with other Apps and Cash Flow Monitor, and that by suspending or terminating access to an App, such integration or communication may be interrupted, degraded or permanently disabled.  You further acknowledge that we have no obligation to notify you of the consequences of suspending or terminating access to an App, nor will we have any liability to you for any damages, liabilities, losses (including any loss of data or profits) or any other consequences you may suffer as a result of suspension or termination of access to any App. You agree that we will not be liable to your or any third party for any modification or discontinuance of Cash Flow Monitor.

You acknowledge that we have no responsibility for any maintenance or support of any App.  Any problems with an App are the sole responsibility of the App Provider.

Bank of America provides customer support specifically for Cash Flow Monitor by telephone at 866-758-5972. You can also ask a question from within the Bank of America web site clicking "Help" at the bottom of any page, then clicking "Ask a Question" at the top of the page.

By using Cash Flow Monitor, you acknowledge and agree to provide Bank of America information concerning you, your business, your financial accounts, and your employees (the “Information”).  You may also choose to provide Bank of America with Third-Party Account Information, as explained above in the section “Information from Third Parties/Service Limitations”.  Where required by data protection laws, your agreements with Bank of America, or other applicable legal requirements, you represent that you have provided notices and obtained consents from every third party with whom you transact or whose data is accessible through your accounts.

You further acknowledge and agree that Bank of America may use third party service providers to assist in the performance of Cash Flow Monitor as it deems necessary and at its sole discretion.  Your use of Cash Flow Monitor constitutes your agreement that Bank of America and its service providers may collect, process, use, and store Information and Third-Party Account Information as described in this Addendum.

You further acknowledge and agree that Bank of America and its service providers will use your Information and Third-Party Account Information to provide the Service. You also agree that we or our service providers may process Information and Third-Party Account Information to de-identify or aggregate it so that neither you, any user you authorize, nor your business are identifiable from such resultant data.  We may use or disclose such data for any lawful purpose without further notice to you, including for statistical analysis, sharing with third parties (including in exchange for payment or other commercial benefit), benchmarking, publication, and for the display through widgets or Apps to any user of Cash Flow Monitor (including users unrelated to you).

You may be assessed a fee for access to or use of certain aspects of Cash Flow Monitor.  We will notify you in advance of assessing such a fee. 

1.    License/Terms and Conditions for Apps

Each App is licensed in accordance with the terms and conditions specified by the relevant third-party provider.  Neither we nor any service provider that assists us with providing Cash Flow Monitor to you has any liability or responsibility to you or any third party in connection with any breach or alleged breach, claim or action arising from any such terms and conditions or the use of an App.

2.    License to Information and Third-Party Account Information

To the extent any intellectual property rights are vested in any Third-Party Account Information or Information, you agree to grant to us a perpetual, irrevocable, royalty free, sub-licensable, transferable license to use, reproduce, modify and adapt the Information for the purpose of supplying Cash Flow Monitor to you.

The Direct Payments Service, which is not open for new enrollment, allows you to transfer funds from your small business checking account at Bank of America to an individual’s or vendor’s account at another financial institution when delivery of funds by a specific date is critical.

1. Monthly Fee: There is a monthly fee of $10 for the Direct Payments service, which is waived for the first 3 calendar months after enrollment in the service. This $10 monthly fee covers the first 20 3-Business Day payments scheduled for a calendar month.   The total monthly fee will be charged to your primary service charge account on or about the fifth business day of the following month beginning the fifth calendar month after you’ve enrolled in the service.

2. Transfer Fees

• Three-Business-Day Domestic ACH transfers: Funds will be debited from your Bank of America account on the business day you direct us to initiate processing of the transfer, and typically will be credited to the receiving account on the third business day after the transfer is initiated.

Total Number of Three-Business-Day Direct Payments During Calendar Month	Up to 20	21-25	26-30	31-35	36-40	41+ in groups of 5
Additional Fee for more than 20 Three-Business-Day Direct Payments	$0	$2	$4	$6	$8	$2 each additional group

• Next-Business-Day ACH transfers: There is a fee of $10 for each Next-Business-Day transfer to an individual or vendor.
• Same-Business-Day Domestic Wire transfers: For Same-Business-Day domestic (U.S.) transfers, the fee is $25.

• Same-Business-Day International Wire transfers: For international payments, there is no wire transfer fee for payments sent in foreign currency and $40 for payments sent in U.S. dollars. International payments may be subject to additional fees charged by intermediary, receiving and beneficiary banks.

• Direct Payment transfers are subject to a $7,500 limit per 24-hour period. 

• All transfers are subject to internal review by Bank of America based on to and from accounts, the amount of the transaction, your relationship with Bank of America, a successful fraud screening and such other factors that Bank of America may determine to apply from time to time. In the event we determine that there are risks associated with a transfer, we may delay or cancel the transfer and notify you, or direct you to contact us to provide additional details on the transfer before it is initiated or funds are released.
  
  
• Any transfer initiated on a day that is not a business day begins processing on the following business day and counts toward the applicable dollar limit for the next business day.

The Payments and Invoicing Service (the "P and I Service") enables you to make payments to third parties (your "Payees"), receive payments from third parties (your "Customers"), and manage accounts payable and accounts receivable electronically. In offering the P and I Service, we utilize third-party service provider Bill.com to gain access to their payment services platform (the "Bill.com Platform" or the "Platform") and to their centralized payables and receivables payment network of business and consumer participants (the "Bill.com Network" or the "Network"). Bank of America does not operate or control the Platform or Network and is not responsible for the accuracy of information that is stored in the Network or on the Platform. The P and I Service allows you, your Payees and Customers to connect with each other, enabling you to invoice, pay and get paid electronically. Within the Bill.com Platform, you may send and receive eBills and eInvoices,and send notes to Customers and Payees.

This section includes the exclusive terms that apply to you when enrolled in the P and I Service. Section 3 of the Agreement includes terms for an alternative bill payment service which do not apply if you are enrolled in the P and I Service. You may only be eligible to enroll in one service. Bank of America makes no representations or warranties as to whether a bill payment program that you are eligible to enroll in is appropriate for a particular business. You are solely responsible for determining whether a service that is made available to you is suitable for your business, considering various factors including, but not limited to, payment processing timeframes, timing for delivery of payments, fees, and limits included in the different plans. Please note that you may also make payments to third parties within the U.S. without a fee by other means, including using Zelle (see Section 4 of the Agreement).

The P and I Service offers two different plans: Essential and Advanced. Some features and functionality may only be available in the Advanced plan, such as the ability to synchronize your Payment Account (defined below) with eligible accounting software on an ongoing basis, or to designate sub-users who can access the P and I Service on your behalf. We may modify or supplement the number and plans available at any time. P&I subscribers will initially be enrolled in the Essential plan.

1. Payments and Invoicing Service Management

   • Payment Account

     When you use the P and I Service, you must identify one or more of your eligible Bank of America accounts (each a "Payment Account") for us to use when sending and receiving your payments within the P and I Service. You may designate a primary Payment Account, which will be utilized for transactions as long as sufficient funds are available in the account to fund such transactions. If funds are not available in your designated primary Payment Account, you agree that we may debit any other Payment Account to make a scheduled payment.

   • Fees and Sub-User Access

     The fees we charge you for the P and I Service will depend on the following: your plan (Essential or Advanced) and the number of and type of transactions you make. They may also depend on any Preferred Rewards for Business status you may have. We deduct monthly service fees from your primary service charge account. Transaction fees for payables are deducted from your primary Payment Account, or whichever account you used for the transaction (if you selected a different one for that transaction). Transaction fees for all receivables are deducted from your primary Payment Account.

     • Monthly service fee:

       • Essential Plan: No monthly service fee.
       • Advanced Plan: $30 per calendar month (except for the first time upgrade, as described below). For example, if you upgrade to the Advanced plan on February 15th, you will be charged the full service fee for the month of February.

     • Sub-users:

       • Sub-user Access: With the Advanced plan only, you may create sub-users with varying levels of access to the P and I Service that you can control. Your Payment Account must have at least one P and I Administrator on your account at all times in order to use the P and I Service. The default P and I Administrator will be the owner of the primary business account associated with the online banking profile. The P and I Administrator role oversees the business's use of the P and I Service and has access to all functions. A P and I Administrator has the ability to approve bills, authorize and schedule payments, and manage P and I Service sub-users as well as adjusting their access levels. We may provide the P and I Administrator with information about P and I sub-user(s) and their use of the P and I Service.
       • Relationship between P and I Service Sub-User Access and Account Management: You must be enrolled in Account Management to create sub-users in the P and I Service. However, any sub-user profiles you create and give banking access to under Account Management are distinct from P and I Service sub-users. 

     • First Time Upgrade: Monthly Service Fee: For the first-time upgrade to the Advanced plan by a business, monthly service fees are waived for the calendar month in which you upgrade. Thereafter, for any subsequent upgrade, any monthly service fees are charged in full for the calendar month for which the services were active, even if the Advanced plan is enabled for only part of the calendar month. For example, if you upgrade on February 15th, you will be charged the full monthly service fee for the month of February.

     • Transaction fees: The fee for digital payments (sent or received) is $.50 each, and $1.50 for every check sent. For the purposes of transaction fees, we count every payment sent through the P and I Service as a transaction. For received payments, we count every payment your Customer sends you through the P and I Service in response to an invoice you send through the P and I Service as a transaction. Each plan includes a certain allotment of no-fee transactions each month, and we will only charge you the transaction fee on transactions exceeding that number. We charge the same amount per transaction for Essential and Advanced, but Advanced subscribers are allowed more no-fee transactions.

       • Allotment of No-Fee Transactions:

         	Essential	Advanced
         Standard	5 per month	10 per month
         Preferred Rewards for Business Platinum	15 per month	20 per month
         Preferred Rewards for Business Platinum Honors	20 per month	25 per month

   • Transfer System Rules

     You acknowledge that electronic transfers will be governed by the rules of any funds transfer system through which the transfers are made, as amended from time to time, including, without limitation, the National Automated Clearing House Association ("NACHA Rules"), real time payment services ("RTP"), or the Remote Payment and Presentment Service ("RPPS"), and you agree to be bound by such rules. In using the P and I Service, to the extent applicable, you make to us all covenants, representations and warranties that are made by an originator under the rules of the applicable funds transfer system.

     For business-purpose electronic fund transfers ("ePayments") made or received through the P and I Service, you authorize us to initiate and process debits and credits in accordance with your instructions and as provided under this Addendum.

   • Limits

     When you use the P and I Service, you grant to us and our service providers the right to impose limits on the amount of money sent and received on a per transaction or a cumulative basis, and to change those limits at any time, without prior notice to you. If your transaction is rejected because you have reached a limit, we will notify you by email.

   • P and I Service Inbox

     The P and I Service has a centralized location where you can receive bills from and send invoices to third parties ("Inbox"). Some capabilities may only be available to Advanced subscribers. Advanced subscribers will be able to create and manage document folders, or synchronize the sending and receiving of bills and invoices with supported third-party accounting solutions. You are solely responsible for all bills, invoices, or other documents uploaded, created, recorded, processed, approved, paid, and/or synched or shared with third parties through your account and the Inbox. Neither Bank of America nor our service providers are responsible for the accuracy or legitimacy of any bills, invoices, or any other documents that are lost, damaged, misdirected, incorrect, incomplete, illegible, undelivered or not received.

   • Consent to Disclose Network Profile Information

     To facilitate efficient payables and receivables transactions, the P and I Service connects you to the Bill.com Platform and the Bill.com Network. There are three Network profile setting options: "Public," "Limited" and "Private". With each setting, you consent to share certain profile information, including but not limited to, your business name, business address, business phone number, the name of your P and I Administrator and that Administrator's email address, your payment network ID, the year you joined the Bill.com Network, the number of Bill.com Network connections your business has, and any information you provide in the "About" section of your profile, with registered users of the Bill.com Network, enabling such users to locate you within the system in order to transact with you.

     The default Network profile setting is labeled "Public." With this setting, you further consent to sharing the aforementioned profile information, as well as the custom URL created for your company profile, with anyone that is not a registered user of the Bill.com Network.

     You may change your Network profile setting at any time by clicking the Settings icon, then selecting "Profile" in the "Your Company" settings category. Once you have accessed your Company Profile settings, click on the Edit icon and make your selection for Network profile visibility.

   • Communication with Payees and Customers

     Solely for your convenience, the P and I Service may allow you to send emails or short messages related to or accompanying your payments sent to Payees or invoices sent to Customers ("Third-Party Communications"). You acknowledge that you are solely responsible for the content of such Third-Party Communications and agree to indemnify, defend and hold us and our service providers harmless from and against all claims, losses, expenses, damages and costs (including attorney's fees and costs), arising out of any such Third Party Communications.

   • Synchronization with your accounting software

     Upon enrollment, the P and I Service allows all P and I Service users to perform a one-time synchronization with compatible third-party accounting software. If you are an Advanced subscriber and use compatible third-party accounting software, you will also be able to synchronize your use of the P and I Service with that software on an ongoing basis. To facilitate synchronization with some accounting software, you may choose to install software available through the Bill.com Platform that enables you to update your accounting software program file with the latest payables and receivables transactions and synchronizes the list of accounts, customers and vendors between your P and I Service account and your accounting software program.

     You are responsible for separately purchasing third-party accounting software, and Bank of America makes no warranties nor accepts any liability for such software. You are solely responsible, and Bank of America is not responsible, for the accuracy of any synchronization you conduct with your accounting software.

2. Not a "Business Associate" under HIPAA

   You acknowledge and agree that the P and I Service is not currently configured to support the processing of medical or health information in a manner that meets the requirements under the Health Information Portability and Accountability Act (HIPAA). You agree that you will not create, disclose, upload, store, transfer, transmit or otherwise process "protected health information" (as defined under HIPAA) using the P and I Service. You are solely responsible for ensuring that your use of the P and I Service complies with all applicable laws and regulations, including HIPAA.

You may initiate payments from your Payment Account to your Payees according to the Payment Instructions you provide us. "Payment Instructions" are the dates, amounts, Payee Information, and other information that you give us in order to initiate the payment from your Payment Account to the Payee. "Payee Information" is any identifying information related to the Payee, including but not limited to the Payee's name and address, email address, bank routing and account numbers that you provide us in order to identify the Payee for the purpose of transmitting payment to them. You are responsible for verifying the accuracy of all Payment Instructions provided to us. You authorize us to follow any Payment Instructions or approvals provided by sub-users, whether or not the Payment Instructions are authorized by you.

You may make eligible payments manually or automatically, and in bulk. You may schedule payments either as one-time transmissions or recurring payments, depending on the applicable Payee. You may also indicate a preferred payment method (electronically, including via RPPS, or by check), but we will decide which method we use. While most payments are made by ePayment, not all Payees are provisioned to accept ePayments. As a result, some payments may also be made by check, which may take longer to be received by your Payee. We will inform you of the payment method at the time your payment is scheduled.

You agree that your Payment Account will be enabled for ACH debits, and you agree to reimburse us for all penalties and fees resulting from the rejection of an ACH debit relating to a Payment or from your Payment Account not being enabled for ACH debits (such as the account being subject to an ACH debit block service).

1. Initiating Payments

   To initiate a payment, you must designate a Payee and a schedule for processing and delivering the payment.

   • Designating a Payee

     You must either: (a) choose a Payee from the Bill.com Network ("Network Payee"); (b) input the Payee Information; or (c) input only the Payee's name and address, in which case the payment can only be sent by a mailed check. If a Payee is not a Network Payee, the P and I Service allows you to send them an invitation to register as a Network Payee, which they can do at no cost to them or you.

     For each Payee, you agree to provide or verify all Payee Information as current and correct. By providing, entering, connecting, or uploading any Payee Information to the P and I Service, you represent and warrant that you have obtained all necessary authorizations or consents from the Payee, including but not limited to, the authorization to disclose the Payee's account information and to request that Bank of America initiate ACH debit or credit entries, as applicable, to the Payee's bank account in accordance with the Payment Instructions and, if necessary, the initiation of adjustments for any transactions debited or credited in error. Bank of America and our service providers will not have any liability for losses or damages resulting from the accuracy or inaccuracy of your Payee's information, your choice of a Payee from the Bill.com Network, or your Payee's actions or inactions. We may, in our sole discretion, contact your Payees about payments made or about to be made via the P and I Service. We, our service provider, any intermediary bank, and any Payee bank may rely solely on the account number and/or routing or identification number provided for the Payee in your Payment Instructions, whether or not their name matches the account number and/or routing or identification number. If we need to, we'll change or reformat your Payee address, account number and routing number to match the format required by your Payee for electronic payment processing.

     Any obligations that you wish to pay through the P and I Service must be payable in U.S. dollars to a Payee located in the United States. We reserve the right to restrict categories of Payees to whom payments may be made. We recommend that you not use the P and I Service to make:

     • Tax payments
     • Court-ordered payments
     • Payments to settle securities transactions

2. Schedule and Delivery of Payments

   You authorize us to initiate ACH debit entries from your Payment Account in accordance with your Payment Instructions, and as necessary, to initiate adjustments or reversals as provided in this Addendum, or applicable laws, rules, or regulations. You acknowledge that we are entitled to rely on your Payment Instructions and that our security procedures for processing your electronic banking transactions, as set forth in the Agreement, are commercially reasonable. We and our service provider will not be liable or responsible for verifying that the amount of any Payment Instruction is correct.

   For payments you initiate that are sent by check, you hereby authorize the Bank and/or our service providers to print and issue a paper check on your behalf, and to indicate on such check that you are the drawer of the check.

   Neither we nor our service providers will have any liability relating to or obligation to be involved, in any dispute between you and your Payee regarding any payment made through the P and I Service, including, but not limited to, disputes related to the timeliness of the payment, the account to which the payment was sent, the products or services provided in connection with the payment, or any overpayment and/or underpayment.

   • Selecting a Timetable for Delivery

     When you initiate a payment, the P and I Service will inform you of the date we will debit your account ("Process Date") in order for the funds to be received by your Payee by the date you designate ("Delivery Date" or "Arrival Date"), and how the payment will be delivered. If the payment is being scheduled for a bill with a due date that is known by us because, for example, the bill is from a Network Payee, we will default the Delivery Date as the latest available date that is on or before the bill's due date, NOT the date after which late payment fees may be assessed. If the due date is not known by us, we will designate the Delivery Date as the earliest available Delivery Date. You are allowed to adjust the Delivery Date in both cases to a date that is after the earliest available date, but you acknowledge that you are solely responsible for scheduling payments in a manner that allows enough time for the payment to be delivered on or by your chosen due date.

     Payments initiated before 7:00 p.m. ET on a business day (the "Cut-Off Time") will be scheduled and begin processing on the same business day. Payments that are entered after the Cut-Off Time or on a day that is a non-business day will be scheduled and processed the next business day. After the Process Date and prior to origination of an ePayment or issuance of a check, funds deducted from your Payment Account will be held in a master bank account or general liability account at the Bank. You acknowledge and agree that you have no ownership interest in or right to the funds in this bank account. This bank account arrangement does not create a trust or other fiduciary obligations on the part of Bank to you.

     The Delivery Dates we provide are estimated, and we do not represent, warrant, or guarantee that your payment will arrive on that date or within any specified timeframe of the Process Date you select. Typically, it takes two full business days after the Process Date to deliver an ePayment and four to six full business days to deliver a check payment. Delivery Dates for checks are estimates based on USPS delivery times. We recommend selecting a Delivery Date that is 1-2 business days prior to the bill's due date.

     Except as otherwise agreed or required by law, you will be solely responsible and we will not be responsible for any penalties, interest charges, and other late payment fees associated with payments that are imposed by a Payee for any payment delivered after the Delivery Date.

   • Modifying, Cancelling and Voiding Payments

     You may modify or cancel a payment up until the Cut-Off Time on the Process Date. You may request that we void an ePayment up until the Cut-Off Time on the business day immediately following the Process Date, although we will not be liable if we are unable to stop the ePayment. If a check has been issued for your payment, any stop payment provisions that apply to checks in the Deposit Agreement governing your Payment Account will also apply to your bill payments.

   • Sufficient Funds

     If your Payment Account is not in good standing or does not have sufficient available funds on the Process Date, we may elect not to initiate one or more of the transfers until they are rescheduled, your Payment Account is in good standing, and enough funds are available to cover the total payments for each Process Date. If we do elect to initiate the transfer, which may involve one or more attempts on subsequent business days, it may cause an overdraft in your account, in which case you shall be fully responsible for the overdraft and any overdraft fees, as set forth in your Deposit Agreement, as well as all late fees, interest charges or other action taken by the Payee. When using the P and I Service, you understand and agree that it may take more than 60 days for us to receive notice of the return or reversal of an ACH debit and/or to exercise any rights granted or reserved under this Addendum.

   • Right to Hold and Reject Payment

     We reserve the right to elect to not initiate a payment. If a payment is missing required information or if we have found other errors that prevent us from processing a payment, we or our service provider may, without any liability to you, reject the payment less the cost of applicable fees. We and our service provider are not required to confirm or authenticate a payment you make through the P and I Service. We and our service provider have no duty to you to monitor or verify any payment you make through the P and I Service.

     In addition, in its sole discretion, Bank of America may place a hold on a payment you initiate for as long as required to conduct an appropriate inquiry regarding you, the Payee, a bill, payment history and other relevant circumstances and factors. Depending on the results of this review, the Bank may process, reverse or cancel a payment you initiate, or hold the related funds pending instructions from a government agency. At any time, a payment you initiate may be reversed or canceled by Bank in its sole discretion and without prior notice to you.

   • Returned Items

     We will try to notify you of a returned payment. You can direct us to cancel the payment and credit your Payment Account, or reissue it. If you do not provide direction, we will cancel the payment and credit your Payment Account. We are not liable for any returned or reissued payment.

1. Description of Auto-Connect

   Auto-connect is a feature that identifies which of your existing vendors are in the Network and automatically allows you to make ePayments directly to their Network bank account. When you are auto-connected with a vendor, all scheduled payments will be made to the vendor as ePayments. Payments that are in processing status will not be converted to Network-connected ePayments.

   To make auto-connections, specific pieces of vendor information are reviewed, like the vendor’s name, address and payment history. You will be auto-connected to vendors in the Network when there is confirmation that the vendor is a match based on the vendor information you provided. You will receive an email notification when one or more vendors have been auto-connected. If a vendor match is not found, no auto-connection will be made, and the vendor details will remain unchanged. Once you have been auto-connected, any scheduled payments will maintain the same Process Date and the Delivery Date may be expedited.

   After being auto-connected, all ePayment information, like the vendor’s account number, will be managed directly by the vendor. You are responsible for managing and reviewing any auto-connections made and turning off the feature if you would not like to participate in auto-connections.

2. Disconnecting from Auto-Connected Vendors

   You cannot disconnect from an auto-connected vendor when there are currently scheduled payments. To disconnect, you must first cancel all existing payments. Please make alternative arrangements for any payment that is canceled.

   If you disconnect from an auto-connected vendor, or cancel the pending connection, you will not be auto-connected to that vendor again.

3. Turning Off Auto-Connect

   You may turn off auto-connect by going to Payments and Invoicing – Settings – Network Auto-Connections and selecting “Turn off network auto-connections”. Turning off auto-connections will only prevent future auto-connections. Any previously connected vendors will remain connected. These vendors can be disconnected on an individual basis.

The P and I Service allows you to send invoices to and receive payments from a third party (a "Customer"). By using the P and I Service, you authorize us to process payments from your eligible Customers and initiate ACH credit entries to your Payment Account. You agree your Payment Account is enabled to receive payments, and you agree to reimburse us for all penalties and fees resulting from the rejection of an ACH credit relating to a receivables payment or the Payment Account not being properly configured to accept receivables payments.

You agree that you will not use the P and I Service to invoice patients for healthcare services. You further agree that you are not engaging in the business of debt collection by attempting to use the P and I Service to request money for the payment or collection of an overdue or delinquent debt; to request money that is owed to another person; or to collect any amounts that are owed pursuant to a court order. You agree to indemnify, defend and hold harmless us and our service providers from and against all claims, losses, expenses, damages and costs (including, but not limited to, direct, incidental, consequential, exemplary and indirect damages), and reasonable attorney's fees, resulting from or arising out of any request for money that you send that is related to overdue or delinquent amounts.

1. Invoicing your Customers

   You may create invoices within the P and I Service or import existing invoices if the import is supported by both the P and I Service and your accounting software. To send an invoice to your Customer, you must enter the Customer's name and account details, including but not limited to amounts owed from such Customer, which details collectively constitute "Invoice Details." When you enter Invoice Details, you represent and warrant to us that the Customer information is complete and accurate, and that all invoices are sent in accordance with a contractual relationship with the Customer under which the Customer owes you funds for goods or services provided by you to the Customer, and that the Customer has consented to your use of the P and I Service to obtain payment from them. You further agree to assist us in validating your Customers and agree that we may reject transactions for any Customer we cannot verify or do not wish to do business with. The P and I Service allows you to send invoices and reminders to Customers by email.

2. Your Customers' Options for Paying

   Your Customers have several different options for paying an invoice you send to them through the P and I Service:

   • Network Payees may schedule payment on an invoice through the P and I Service. Your Customers, who are not already Network Payees, may become Network Payees at no cost to you or them by creating an account on the Bill.com Platform. If your Customer is already a Network Payee, they may have chosen previously to create an account type for which they pay Bill.com a subscription fee.
   
   

   Please note that your Customers may also make payments on an invoice without becoming a member of the Network and without paying a fee.

3. Receivables Payments, Returns and Reversals

   We will not be obligated to credit a receivables payment to your Payment Account if funding for the payment is not received from your Customer for any reason. If we credit a receivables payment to your Payment Account and do not receive the funds from your Customer, or if any receivables payment is subject to a return, reversal or correction, you agree as follows:

   • We have the right to debit your Payment Account for the amount of the receivables payment, or deduct the amount of the receivables payment from other payments to be credited to your Payment Account, whether or not received from the same Customer.
   • You will be responsible for any shortfall remaining after any such debit or deduction.
   
   

   In some cases, under applicable law or payment network rules, a receivables payment may be reversed up to several months after we receive it and credit it to your Payment Account. You are responsible for all penalties, interest charges, late payment fees and service fees related to such reversals.

1. You represent and agree that the Business Services will be used only by you or other individuals you authorize to use the Business Services on your behalf, and that you will be responsible for ensuring that each individual you authorize to use the Business Services complies with the terms and conditions of the Agreements. You further agree that you will be liable for the acts and omissions of any individual authorized by you to use the Business Services.
2. You represent and agree that you and any user you authorize will use the Business Services only for lawful purposes and in compliance with all applicable rules, laws and regulations, and with our reasonable instructions, rules, and specifications, and will not violate any law of any country or the intellectual property rights of any third party.
3. You represent that you are a legal owner of the Third-Party Account Information maintained by a third party that you designate and that you or any user you authorize has the authority to (i) designate us as your agent, (ii) use Cash Flow Monitor and/or other Business Services and (iii) give us all other information you provide.
4. You represent and agree that you and any user you authorize will not misrepresent your identity or your information, including but not limited to Third-Party Account Information.
5. You represent and agree that you and any user you authorize will keep your information, including but not limited to Third-Party Account Information, up-to- date and accurate.
6. You represent and agree that you and any user you authorize will: (i) not interfere with or disrupt computer networks connected to the Business Services; (ii) not interfere with or disrupt the use of the Business Services by any other user; (iii) access the information and content manually by request and not programmatically by macro or other automated means; and (iv) not use the Business Services in such a manner as to gain unauthorized entry or access to computer systems.
7. You represent and agree that all information you or any user you authorize provide to us in connection with the Business Services is accurate, current and complete, and that you or any user you authorize have the right to provide such information to us for the purpose of operating the Business Services.

You acknowledge that all intellectual property rights (including copyright, trademarks and patents) associated with the Business Services are owned by us or our licensees. We grant to you a non-transferable and non-exclusive license to use the Business Services in accordance with the agreements.

You may not copy, reproduce, distribute, or create derivative works from this content. Further, you agree not to reverse engineer or reverse compile any aspect of the Business Services technology.

You acknowledge that the Business Services are supplied on a software-as-a-service basis, and nothing in the Agreements grants to you any right to receive a copy of any of the software comprising the Business Services, except and only to the extent implied by the means of access to the Business Services provided by us (for example, through a web browser accessing the web site, portal or a mobile device app for use of the Business Services).

Other than as explicitly stated in this clause, the terms and conditions of the Agreements do not grant to you any right to distribute, rent, loan, lease, sell, sublicense, or otherwise transfer all or part of the Business Services or any rights granted by the terms and conditions of the agreements to any other person.

We and our service providers reserve and retain all rights in the Business Services not expressly granted to you in the Agreements. The Business Services are protected by copyright, trade secret, and other intellectual property laws. We and our licensors, if any, own the title, copyright, and other worldwide intellectual property rights in the Business Services and all copies thereof. The Agreements do not give you any rights in our intellectual property or that of our licensors, or our licensors’ intellectual property, including any its trademarks or service marks.

Neither Bank of America nor Cash Flow Monitor are intended to provide legal, financial or tax advice. You should consult with your own legal, tax or financial advisors, as appropriate.

You grant to us and we reserve the right to use third parties to provide or facilitate the Business Services. You agree: (i) that any service provider that assists us with providing the Business Services to you may rely upon your authorization and grant of a limited power of attorney, the disclaimer of warranties, limitation of liability, and indemnification sections in the Agreements, and (ii) that such providers are, for the purposes of those sections, third party beneficiaries to the Agreements, with the power to enforce those provisions as applicable.