These Bill Pay Terms are subject to the Subscription Services Agreement (together with the Order Form signed by Procurify and the Customer, the “Agreement”). All capitalized terms used here that are not defined have the meaning given to them in the Agreement.
1. Defined Terms
For the purposes of these Bill Pay Terms, the following terms have the meanings given to them below:
a. “Account Information” means personal or business information provided by or on behalf of Procurify or the Customer to enable Stripe to (i) determine eligibility for participation in the Program; (ii) make available the Bill Pay Services to the Customer; and (iii) fulfill its responsibilities to applicable Banks and Networks.
b. “Authorized Users” means an employee or other person authorized by the Customer under its agreements with Stripe to use the Bill Pay Services or a Card, as applicable.
c. “Banks” means a financial institution chosen by Stripe that will provide services in connection with the Program.
d. “Card” means a business charge card issued by a Bank or other issuer to the Customer or its Authorized Users in connection with the Card Services.
e. “Card Services” means Cards issued by the applicable Bank and provided to the Customer and its Authorized Users.
f. “Financial Account” means the prepaid account represented by a virtual bank account number that enables the Customer to store, spend, and manage money through the Bill Pay Service.
g. “Law” means all laws, rules, regulations, and other binding requirements of any governmental authority with jurisdiction regarding the Program.
h. “Network Means” an electronic funds transfer network (including ACH), credit card network, or debit card network used by all or any part of the Card Services or Bill Pay Services.
i. “Network Requirements” means all applicable and then-current (i) operating rules, operating regulations, operating guidelines, policies, procedures, and other requirements of any Network; and (ii) standards and other requirements of the PCI Security Standards Council (or any successor or replacement entity), including the Payment Card Industry Data Security Standard.
j. “Personal Data” means any information that identifies a specific living person (not a company, legal entity, or machine) that is transmitted to or accessible through the Bill Pay Services.
k. “Program” means the Bill Pay Service program through which Stripe or its affiliate, together with applicable Banks, will provide the Bill Pay Services and Card Services to the Customer.
l. “Program Data” means (i) Account Information; (ii) transaction data; (iii) Personal Data; (iv) information created by or originating from Stripe, including the details of the Stripe API and information Stripe provides or makes available to Procurify, Customers, and Authorized Users as part of the Bill Pay Services; and (v) information obtained by Stripe related to the Bill Pay Services.
m. “Stripe” means Stripe, Inc., a Delaware corporation.
2. Creation of Financial Account
a. Customer acknowledges and agrees that a Financial Account will be issued pursuant to the agreement between Stripe or its subsidiaries or affiliates and the Customer, governing the Customer’s and its Users’ use of the Financial Account and participation in the Program. When creating and using a Financial Account, Customer acknowledges and agrees that it is bound by all applicable terms, conditions, and other agreements with Stripe, including the Stripe Services Agreement, available at https://stripe.com/legal or any successor or replacement URL, and the Spend Card Program Agreement, available at https://stripe.com/us/issuing/spend-card/legal or any successor or replacement URL (collectively, the “Bill Pay Account Agreement”). Customer shall comply with all reasonable product design, marketing, compliance, reporting, and other guidelines and requirements established by Stripe and the applicable Banks from time to time in connection with the Program. Customer and its Authorized Users shall not, take or fail to take, any action that could cause Stripe or any Bank to violate applicable Law or the Network Requirements. Customer shall not access, use, or disclose Program Data except to the extent necessary for Procurify and Customer to access and use the Bill Pay Services. The Customer acknowledges and agrees that the Bill Pay Services may be subject to the privacy policies of any Banks that facilitate the Program.
b. Customer shall, at all times, accurately describe the terms and conditions of the Financial Account to its Authorized Users, and Customer shall be solely liable for all costs, expenses, and outcomes of descriptions and representations of the Financial Account other than as approved by Procurify or Stripe. Customer shall not market, advertise, or promote the availability of the Financial Account in any way that (i) is misleading or potentially misleading, or (ii) fails to clearly identify the material terms and conditions of the Financial Account, including the Bill Pay Account Agreement.
c. Customer shall only allow a Financial Account to be used in connection with the Platform and Services (including the Bill Pay Services) provided by Procurify. In no event shall Customer resell or offer access to the Financial Account for sale to third parties and shall ensure that its Authorized Users do not do so.
d. The account holder regarding the Financial Account shall be the Customer and the Customer may authorize its Authorized Users to use the Financial Account according to the terms of the Agreement and the Bill Pay Account Agreement. Procurify is not responsible for the actions of Authorized Users contrary to the Agreement, the Bill Pay Account Agreement, or applicable Laws.
e. Procurify is not responsible for any Personal Data, as such concepts are understood under applicable privacy laws, given or used by the Customer or an Authorized User in connection with the Financial Account. As between the Parties, the Customer acknowledges that Stripe is the data processor regarding Financial Account and any processing of personal information is governed by the Agreement and Bill Pay Account Agreement, as applicable.
f. Procurify reserves the right to deny participation or cancel any issued Financial Account should the name of the Customer or any of its Authorized Users appear on OFAC, OFSI, and FINTRAC lists, or other local, provincial, state, or federal lists of individuals being pursued by law enforcement agencies, or other such legal or risk related reasons as solely determined by Procurify or Stripe.
g. Procurify or Stripe may, according to the Agreement or the Bill Pay Account Agreement (as applicable), impose a limit on the total active balance of a Financial Account or any individual or aggregate transaction value or volume processed through the Financial Account. Procurify reserves the right to monitor such balances and transaction activity and may, but shall not be required to, block access to funds if the balance of the Financial Account or the value or volume of an individual transaction or aggregate transactions in or through the Financial Account controlled by a Customer exceeds the limit set by Stripe or Procurify, as applicable.
h. Ownership of transactional information obtained by Stripe in providing the Financial Account will be governed by the Bill Pay Account Agreement.
3. Authorized User Fraud
Procurify will not hold Customer responsible for or seek to collect from Customer any loss caused by or resulting from any Authorized User’s fraud, misuse, or negative balance transactions involving the Financial Account except to the extent such loss was caused by Customer’s breach of a representation, warranty, or covenant of the Agreement or Bill Pay Account Agreement or if Customer (or Customer’s employees, agents or representatives) participated in, had or should have had knowledge of any deceptive, fraudulent or other illegal activity. Subject to applicable Law, Customer agrees to comply with all reasonable requests made by Procurify to investigate, prevent, and recover sums due relating to any actual or suspected loss, fraud, or other improper use of any Financial Account created by Customer or on Customer’s behalf. Procurify reserves the right to suspend or cancel any Financial Accounts if it believes such Financial Account is being used for illegal or improper purposes.
4. Customer Identification and Recordkeeping.
a. Customer may need to undergo customer identification (also known as know-your-customer rules or “KYC”) to use the Financial Account. KYC is performed by Procurify or Stripe. Customer shall provide Procurify or Stripe, as directed, the name, address, tax identification number and other information necessary to reasonably verify Customer’s identity for performance of KYC, OFAC/OFSI screenings, and any other compliance activities, prior to, at the time of account set up, or upon request. Financial Accounts shall not be available to the Customer without the collection of and verification of the necessary Customer identification data.
b. Procurify or Stripe may request, and Customer shall provide, additional information regarding a Financial Account and any Authorized User using such Financial Account under certain circumstances. If Procurify or Stripe, as applicable, requests such additional identifying information regarding the Authorized User or Customer, the use of such information will be governed by applicable Law, the Agreement, and the Bill Pay Account Agreement, as applicable.
5. Anti-Money Laundering Disclosure
To help governments fight the funding of terrorism and money laundering activities, certain regulations require financial institutions and their third parties to obtain, verify, and record information that identifies each person or company who opens an account. If the Customer requests that Procurify provide a Financial Account that requires a financial institution, including Stripe or a Bank, to establish accounts for the Customer or its Authorized Users, that financial institution may require the Customer’s business name, address, federal tax ID, and other information that will allow the financial institution to identify the Customer. In some cases, the Customer may be required to provide identifying business documents. The Customer acknowledges and agrees that if the Customer does not provide such information or documents to the financial institution, including Stripe or a Bank, Procurify will not have any obligation to offer the Customer a Financial Account.
6. Transaction Fees
The Fees applicable to the Customer for use of the Bill Pay Services and Financial Account, including transaction, service, and other fees, are governed by the Agreement and the pricing terms found at www.procurify.com/legal/fees-and-rates. Some Fees, including transaction fees, may be subject to change from time to time, with or without notice, according to the Agreement and Bill Pay Account Agreement, as applicable.
Financial Account balances may accrue interest according to the terms of an applicable Order Form, applicable Laws, the Agreement, or the Bill Pay Account Agreement, as applicable. Other than as expressly stated in such Laws or agreements, Procurify has no obligation to pay interest to the Customer on any Financial Account balance and the Customer expressly acknowledges that Procurify has no liability for failure to pay interest to the Customer on Financial Account balances except as otherwise provided herein.
8. Cash Back
a. The following terms have the meaning given to such terms below:
i. “Cashback Account” means the nominal account Procurify maintains for crediting and debiting Cash Back Credits earned in connection with a Promotion.
ii. “Cash Back Credit” means the percentage applicable, according to the Promotion terms, of Net Purchases made through the Program that is earned back during the applicable period of the Term or any Renewal Term.
iii. “Net Purchases” means all purchases made through the Program less returns (but excluding any purchases of Procurify Services).
iv. “Promotion” means a cash back promotion applicable to the Bill Pay Service that allows the Customer to earn Cash Back Credits at the rates and subject to the Promotion Terms.
v. “Promotion Terms” means the terms and conditions attaching to any applicable Promotion as made available at the time the Promotion commences, and any changes to such terms.
b. All Customers subscribing to Bill Pay Services are eligible to participate in a Promotion, subject to any restrictions stated in the applicable Promotion Terms.
c. Cash Back Credit is accumulated according to the Promotion Terms. Cash Back Credits may be reversed from time to time to reflect Net Purchases.
d. Cash Back Credit cannot be earned, and will not be credited, if the Customer’s Financial Account is not in good standing under the Agreement or the Bill Pay Account Agreement.
e. Cash Back Credit is calculated on the dollar amount of Net Purchases charged through the Bill Pay Service up to and inclusive of thirty (30) days prior to the commencement of a Renewal Term and may only be applied toward the Fees owed to Procurify by the Customer for the Services regarding the next successive Renewal Term. Cash Back Credit will be earned on Net Purchases made after such thirty (30) day period but shall be applied to Fees for the Renewal Term subsequently following the next immediate Renewal Term. For the purpose of calculating Cash Back Credit, Net Purchase amounts will be rounded up to the nearest cent. Cash Back Credit will be applied to Fees in equal amounts according to the billing schedule applicable to the Customer’s use of the Services. For example, if the Fees are billed semi-annually then fifty percent of the Cash Back Credit will be applied to the first semi-annual billing installment and the remaining fifty percent to the final semi-annual billing installment.
f. Cash Back Credit is capped at the amount equaling the Fees owed for the Services regarding the next applicable Renewal Term.
g. Promotions are only available to Customers domiciled in the United States. Additional eligibility requirements may be contained in the Promotion Terms.
h. Cash Back Credits are not redeemable for cash and are forfeit if the Customer does not renew its use of the Services into the next successive Renewal Term as set out in this subsection (h).
i. The terms applicable to Cash Back Credits and Promotions are subject to change without notice.
9. Limitation on Liability
Without limiting the application of the other exclusions and limitations of liability under section 13 of the Subscription Services Agreement, the Customer acknowledges and agrees that the Bill Pay Services are offered “as-is” without any warranty or guarantee of any kind. PROCURIFY IS NOT LIABLE FOR ANY INTEREST, PENALTIES, CHARGES, OR OTHER AMOUNTS INCURRED BY, CHARGED TO, OR OTHERWISE PAYABLE BY THE CUSTOMER DUE TO A PAYMENT MADE THROUGH THE BILL PAY SERVICES NOT BEING RECEIVED BY THE INTENDED RECIPIENT OR NOT BEING RECEIVED OR PROCESSED BY THE INTENDED RECIPIENT IN ANY REQUIRED TIMEFRAME, WHETHER SUCH FAILURE RESULTS FROM THE CUSTOMER’S OR ITS AUTHORIZED USERS’ ERROR WHILE USING THE BILL PAY SERVICES OR A FAILURE, FLAW, ERROR, OR OUTAGE IN THE BILL PAY SERVICES OR THE SERVICES, AND EVEN IF PROCURIFY IS NOTIFIED IN ADVANCE OF THE POSSIBILITY OF SUCH INTEREST, PENALTIES, CHARGES, OR OTHER AMOUNTS. THE CUSTOMER ACKNOWLEDGES AND AGREES THAT AS BETWEEN THE PARTIES, IT IS SOLELY RESPONSIBLE FOR ENSURING THAT ALL AMOUNTS DUE TO OTHERS BY THE CUSTOMER ARE RECEIVED BY SUCH THIRD PARTY ACCORDING TO THE TERMS OF THE AGREEMENT BETWEEN THE CUSTOMER AND SUCH THIRD PARTY.