AvidXchange, Inc. and its affiliated companies (collectively, “AvidXchange”) require that all users of its services, including the software platform and other technology utilized to provide the services and any related content or documentation, and/or the AvidXchange websites (collectively, or with respect to any portion thereof, the “Services”) agree to these terms and conditions as a condition of using the Services (“Terms of Use”). By accessing or using the Services, you acknowledge and agree to be bound by these Terms of Use. If you or the business that has authorized you to have access to the Services (the “Company”) has entered into a written agreement with AvidXchange for the Services (the “Services Agreement”), such written agreement shall control in the event of any conflict between the terms and conditions of such written agreement and these Terms of Use. If you do not agree to these Terms of Use, you should immediately stop using the Services and notify your administrator and AvidXchange to terminate your access to the Services.

1. Services, Limited License and Access

(a) The Services are provided for business use only by commercial or non-profit organizations; any use of the Services for personal, consumer or individual transactions is prohibited. AvidXchange grants you a personal, non-exclusive, limited, non-transferable, and revocable license to use and access the Services solely for the internal business purposes of the Company, subject to your compliance with these Terms of Use.

(b) You and/or the Company are responsible for providing all necessary telephone lines, internet connections, equipment, software (including a compatible web browser), and telecommunications services reasonably necessary to effectively access and use the Services. You are responsible for upgrading and configuring your internal systems (e.g., network or Intranet settings, internet routing, fire walls, and web browsers) to be and remain compatible with and optimize the performance of the Services. You acknowledge that the availability and performance of the Services may be subject to interruption or delay due to causes beyond the reasonable control of AvidXchange.

(c) Certain of the Services allow you to automate accounts payable approval procedures and payment transactions and to perform other financial and accounting functions with respect to the Company’s accounts (“Accounts”). Depending on the access rights the Company has granted to you, you may use the Services to: (i) view accounts payable invoices and associated accounting information; (ii) add to or edit the accounting information associated with invoices; (iii) approve invoices for payment; (iv) schedule payments to authorized payees; (v) control user access and rights for the Company; and (vi) upload and/or download accounting information.

(d) You hereby authorize AvidXchange to make payments based on the requests and approvals that you submit through the Services. AvidXchange may make such payments electronically or by paper check. You represent and warrant that you: (i) have full authority to authorize all such payments requested or approved by you through the Services; (ii) have authorized the applicable financial institution(s) to withdraw, debit or charge the necessary funds from the specified banking account(s) for all payments submitted through the Services; and (iii) will request a payment only when a sufficient balance is or will be available in the specified bank account at the time of the withdrawal. All payments through the Services must be to payees in the United States or Canada. Payments to payees located in the United States will be made in US dollars and payments to payees in Canada will be made in Canadian dollars.

(e) By directing AvidXchange to initiate a payment, you authorize AvidXchange to withdraw from the designated banking account the amount of funds required to complete the assigned transaction. All communications and actions initiated by you via the Services, including for example, requests for or changes to Services or instructions to change existing Account information shall be deemed to have the legal authority of a written request authorized by your signature. You are responsible for confirming with your administrator that payment authorization rights are correctly configured in the Services for the Company in compliance with the Company’s payment authorization practices and requirements.

(f) AvidXchange, in its sole discretion, may refuse to process any payment request for any reason, including but not limited to, suspected or known criminal activity or to comply with any order of a court or other legal authority. If AvidXchange refuses to process a payment request, your administrator will be notified via email, and you are responsible for making alternate payment arrangements. You acknowledge that payees are not required to accept your funds; and agree that AvidXchange is not liable in the event any payee refuses to accept a payment made through the Services.

(g) You are solely responsible for all activities that occur under your user account(s), User ID(s) and passwords. You agree that you (i) will keep all User ID’s and passwords strictly confidential; (ii) will not engage in any unauthorized use of the Services, including without limitation, creating a false identity or otherwise attempting to mislead any person as to your identity or the origin of any communication you transmit through the Services or using accounts or account numbers or attempting to authorize transactions for accounts other than the Accounts for which you have authority to conduct such activities; and (iii) will not perpetrate fraudulent or criminal acts. If you discover or suspect that your User ID’s and/or passwords have been accessed by, or disclosed to, an unauthorized person or have been used in any unauthorized manner, you agree to immediately notify your administrator and AvidXchange. Upon receiving such notice, AvidXchange will immediately cease fulfilling payment requests originating from the compromised User ID’s and passwords. If AvidXchange at any time reasonably suspects unauthorized, fraudulent or criminal activity associated with your User ID’s and/or passwords, AvidXchange may suspend or cancel them without any prior notice and will promptly notify your administrator. No employee of AvidXchange or any company affiliated with AvidXchange will contact you by phone or email to request your User ID or password. If you are contacted by anyone requesting your User ID or password, you agree to immediately notify your administrator and AvidXchange.

(h) From time to time AvidXchange may send electronic messages relating to the Services or to a particular Account to the email addresses associated with the User ID’s for such Account. These messages are not encrypted, so bank account information will not be included, and anyone with access to the email addresses you have provided to us will be able to view the content of these messages. You agree to maintain current and accurate information for your Accounts, including current email addresses. AvidXchange does not guarantee the delivery of any electronic messages and is not liable for any delayed, failed or incorrect delivery thereof or for any actions taken or not taken by you or by any third party in reliance upon such messages.

2. Confidentiality

(a) In the course of using the Services, you may disclose certain information concerning you, the Company or the Company’s business (collectively, “User Data”). You represent that the User Data is true and correct and that you and/or the Company are the owner of, or have all necessary rights and authority to use and disclose, the User Data in connection with the Services. You acknowledge and agree that AvidXchange may rely upon the User Data to provide the Services and may use and disclose User Data: (i) to provide the Services (including to third parties on a similar confidential basis); (ii) as may be required by law or regulation or in connection with a criminal investigation (with notice to you and your administrator, if such notice is permitted by law); (iii) to charge for the Services; and (iv) to maintain security controls for the Services. You and/or the Company and any other party that has authorized your use of the User Data have sole responsibility for the accuracy, quality, integrity and legality of the User Data. You will promptly notify AvidXchange if you discover or suspect that any User Data provided is incorrect or has been compromised.

(b) The term "Confidential Information" means any information disclosed in any way by you to AvidXchange or by AvidXchange to you that is either identified as confidential or proprietary or that a reasonable person would believe to be confidential by the nature of the information and/or the circumstances under which it was disclosed. Without limiting the generality of the foregoing, Confidential Information expressly includes the User Data and the Services, subject to Subsection 2(c) below. The recipient of Confidential Information shall use reasonable efforts to protect it from unauthorized use or disclosure and may use the Confidential Information only to the extent and as permitted under these Terms of Use. The recipient will promptly notify the discloser in writing of any misuse or misappropriation of the discloser’s Confidential Information that comes to the recipient’s attention and will reasonably cooperate with the discloser in investigating such misappropriation and in mitigating any damages caused.

(c) Confidential Information shall not include information that: (i) was already in the lawful possession of the recipient prior to receipt thereof, directly or indirectly, from the discloser; (ii) becomes available to recipient on a non-confidential basis from a source other than discloser that is not under an obligation to keep such information confidential; (iii) is generally available to the public other than as a result of a breach of the Agreement by recipient or its representative(s); or (iv) is independently developed by or for recipient without reference to the Confidential Information. In addition, a recipient shall not be considered to have breached its obligations by disclosing Confidential Information of the discloser as required to satisfy any request of a competent governmental body, provided that promptly upon receiving any such request, and to the extent that it may legally do so, recipient advises the discloser of the request prior to making such disclosure so that the discloser may object to such disclosure, take action to assure confidential handling of the Confidential Information, or take such other action as it deems appropriate to protect the Confidential Information.

(d) Neither party shall have any rights in the other party’s Confidential Information and shall return or destroy all such Confidential Information upon termination of User’s access to the Services. Notwithstanding the foregoing, the recipient shall not be required to return to the discloser or destroy those copies of Confidential Information residing on the recipient’s backup, disaster recovery, or business continuity systems and the obligations hereunder with respect to such Confidential Information shall survive until it is destroyed from such systems by the recipient and for such additional period specified below in Subsection 2(f).

(e) Recipient acknowledges that discloser shall have the right to take all reasonable steps to protect its Confidential Information including, but not limited to, injunctive relief and any other remedies as may be available at law or in equity in the event the recipient breaches its obligations under this Section.

(f) The terms and conditions of this Section shall survive termination of User’s access to the Services for a period of three (3) years; provided, however, with respect to any Confidential Information that may require a longer survival period by applicable law or with respect to discloser’s Confidential Information concerning the infrastructure or security of its computing network, these terms and conditions shall continue until such information is no longer protected as Confidential Information by applicable law or by the discloser, as the case may be.

3. Intellectual Property Rights of AvidXchange and Use Restrictions

(a) Except for the limited license granted to you in Section 1 of these Terms of Use, AvidXchange and its third party licensors retain all right, title and interest, including all intellectual property rights, relating to or embodied in the Services and any suggestions, ideas, enhancement requests, feedback, recommendations or other information relating thereto offered by you or any other party. These Terms of Use do not convey to you any rights of ownership in or related to the Services or any other intellectual property rights of AvidXchange or any third party. AvidXchange’s name, logos and the product names are trademarks or service marks of AvidXchange or third parties, and no right or license is granted for you to use them. All aggregated user data available from the Services is owned exclusively by AvidXchange, provided that no such aggregated data can be used to identify you or the Company.

(b) You agree that you will not (i) license, sublicense, sell, resell, rent, transfer, assign, distribute or otherwise commercially exploit or make available the Services to any third party in any way; (ii) copy, modify or make derivative works of the Services; (iii) create internet links to the Services or frame or mirror any content on any other server or wireless or internet-based device; (iv) reverse engineer the Services; (v) alter, remove or obscure any copyright notice, digital watermarks, proprietary legends or any other notice used with respect to the Services; (vi) access or use the Services in order to build a competitive product or service or a product using similar ideas, features, functions or graphics; (vii) monitor the availability, performance or functionality of the Services or for any other benchmarking or competitive purposes; or (viii) copy any ideas, features, functions or graphics of the Services. You further agree that you will not access or use the Services to: (a) engage in any unlawful or illegal behavior, (b) send spam or otherwise duplicative or unsolicited messages in violation of applicable law; (c) send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material harmful to children or violative of third party privacy rights; (d) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (e) interfere with or disrupt the integrity or performance of the Services; or (f) attempt to gain unauthorized access to the Services or any related systems or networks.

4. Warranty Disclaimer

The Services are provided, and you hereby accept the Services, on an "as is, as available" basis. AvidXchange disclaims all warranties of any kind, express and implied, including, but not limited, to any implied warranties of merchantability, fitness for a particular purpose and non-infringement. Without limiting the generality of the foregoing, AvidXchange makes no warranty that (i) the Services will meet your requirements; (ii) the Services will be uninterrupted, timely, secure or error-free; (iii) the results obtained from use of the Services will be accurate or reliable; (iv) the quality of any products, services, information or other material purchased or obtained by you through the Services will meet your expectations; and (v) any errors in the software or other technology enabling or associated with the Services will be corrected. Any material downloaded or otherwise obtained through use of the Services is accessed at your own discretion and risk, and you are solely responsible for any damage to or loss of data that results from the download of any such material.

5. Limitation of Liability

To the fullest extent permitted by applicable law, neither AvidXchange nor any of its officers, directors, employees, agents or other representatives will be liable for any damages, whether direct, punitive, special, cover, exemplary, incidental, consequential or indirect damages of any type or kind (including, for example, loss of goodwill, data, revenue, profits, savings, use or economic advantage), or claims of third parties arising out of, or relating to, your use of or access to the Services or any content or information made available or provided via the Services, howsoever caused, whether based on breach of contract, tort (including negligence), proprietary rights infringement, product liability or otherwise; and you hereby waive any and all related claims against AvidXchange and its affiliates, agents, representatives, and licensors.

Your sole and exclusive remedy against AvidXchange with respect to your use of the Services is to stop using the Services and any related services.

6. Modifications, Suspension or Termination

AvidXchange reserves the right to modify or remove any functionality provided by the Services and any information or materials available via the Services and to modify or amend these Terms of Use at any time and without notice to you. Your continued use of the Services after implementation of these changes constitutes your acceptance thereof. You may not modify these Terms of Use in any manner whatsoever.

AvidXchange may discontinue or terminate any website or any portion thereof at any time and without notice. AvidXchange may also suspend or deactivate your access to any website or any portion thereof or any user account or password, which may include blocking your IP address, at any time and without notice to you.

7. General

Use of the Services, the interpretation of these Terms of Use and any related express or implied agreements will be deemed made in, and governed by the laws of, the state of North Carolina without regard to any conflicts of law provisions of any jurisdiction. You and AvidXchange agree that any claims will be resolved on an individual basis without resort to any form of class action and will not be consolidated with the claims of any other parties. Each party hereby waives its right to a jury trial with respect to any dispute or claim of any nature arising from the Agreement. If any provision hereof is held by a court of competent jurisdiction to be invalid or unenforceable, they shall be modified to reflect the intent of the invalid or unenforceable provision to the greatest possible extent, with all other provisions remaining in full force and effect. You and AvidXchange are independent contractors, and no joint venture, partnership, franchise, employment or agency relationship exists between you and AvidXchange as a result of these Terms of Use or your use of the Services. The failure of AvidXchange to enforce any right or provision herein shall not constitute a waiver of such right or provision unless acknowledged and agreed to by AvidXchange in writing. No waiver shall be deemed a continuing waiver or waiver in respect of any subsequent breach or default, whether of similar or different nature, unless expressly stated in writing. You may not assign or otherwise transfer your rights or obligations under these Terms of Use, whether by operation of law, merger, consolidation, or otherwise, without the prior written consent of AvidXchange. AvidXchange may assign these Terms of Use in whole or in part in connection with a corporate reorganization or a sale of its business, and may transfer your Confidential Information as part of any such transaction. AvidXchange may use third party service providers to perform all or any part of the Services, but shall remain responsible to you for work performed by such third party service providers to the same extent as if AvidXchange itself had performed the Services.

All notices and questions regarding these Terms of Use should be sent to AvidXchange at: legal@avidxchange.com and will be deemed delivered upon receipt.