These terms and conditions (the “Terms”) govern use of Bottomline’s Small Business Loans Digital Support Program and any associated Bottomline website, dashboard, portal and authentication services provided by Bottomline’s third party provider (“BT Cares”). These Terms are a legal contract between Bottomline Technologies (de), Inc., (“Bottomline”) and the provider identified in the Bottomline service provider information form (“Service Provider”).  Each party represents and warrants that they have the authority to enter into these Terms.    

1.    BT Cares Access.  Subject to these Terms, Service Provider may access BT Cares to assist with its evaluation of small business loan applications pursuant to the U.S. Chamber of Commerce Coronavirus Aid, Relief and Economic Security Act (CARES) Paycheck Protection Program. Service Provider’s authorization to access and use BT Cares is limited, non-exclusive and non-transferable.  

2.    Service Provider Acknowledgments and Obligations

a.  Service Provider Account Registration.  Service Provider agrees to provide accurate and complete information in order to register an account with Bottomline (an “Account”) and promptly update Account details when necessary. A Service Provider may authorize itself or one or more of its employees, consultants, vendors or agents (collectively, “Authorized Users”) to use or manage BT Cares on Service Provider’s behalf. Service Provider acknowledges that its Authorized Users have full access to and management privileges of Service Provider Account(s) and Service Provider Materials, as defined below. Service Provider will, and will ensure that each Authorized User will, keep access credentials and Account details confidential. Service Provider is responsible for the acts and omissions of its Authorized Users and is fully responsible for all activity that occurs with Service Provider’s Account. 

b.  Service Provider Materials. “Service Provider Materials” means any data, information and materials of Service Provider and its end users: (a) provided to Bottomline or its third-party providers, either directly by Service Provider or through Service Provider’s data processing system(s); or (b) entered into, stored on, transmitted through, or processed using BT Cares.  If applicable, Service Provider hereby appoints Bottomline as Service Provider’s agent to receive Service Provider Materials from, and deliver Service Provider Materials to, Service Provider’s data processing system(s), including any third-party providers thereof. Service Provider shall provide all required and appropriate privacy or other notices to its end users and obtain all required consents from its end users regarding Bottomline’s access to Service Provider Materials for the provision of BT Cares. Service Provider permits Bottomline to use, copy, modify, display, distribute, reproduce and store Service Provider Materials for the purpose of performing its obligations under these Terms, improving BT Cares, and as otherwise provided in Bottomline’s Privacy Policy. Service Provider is solely responsible for the accuracy of the Service Provider Materials. Bottomline may compile statistical and other information related to the performance, operation and use of BT Cares, Service Provider Materials, and other transactional and usage data derived from BT Cares in anonymized and aggregated form for security and operations management, to create statistical analyses, for research and development, and to make improvements to BT Cares (collectively, “Data Analytics”). 

c.  Documentation. By using BT Cares, Service Provider agrees to these Terms, and applicable user manuals, technical requirements and specifications, security measures available here, and other documentation available at Bottomline’s websites, FAQs or as otherwise made known to Service Provider, which are incorporated herein by reference (together, the “Documentation”).  

3.    Reservation of Rights. Service Provider acknowledges and agrees that the services, trademarks, trade secrets, technology, proprietary methods and systems used to provide BT Cares (“Bottomline Technology”) and Bottomline content made available or displayed by Bottomline through BT Cares (collectively “Bottomline Content”) is owned by or licensed to Bottomline.  Nothing in these Terms shall be considered an assignment or other transfer of ownership in and to the Bottomline Technology or the Bottomline Content to Service Provider, either expressly, or by implication, estoppel, or otherwise. Bottomline reserves all right, title and interest in and to Bottomline Technology and Bottomline Content. Bottomline may, at any time without notice, discontinue, suspend or modify BT Cares, and any portion thereof.

4.     Restrictions.  Service Provider acknowledges and agrees that it shall not: (i) access or use BT Cares in any manner or for any purpose other than expressly permitted by these Terms; (ii) change, modify or otherwise create derivative works of all or any portion of BT Cares; (iii) modify, disassemble, decompile or reverse engineer any part of BT Cares or apply any other process or procedure to derive source code algorithms, methods or techniques of any software included in BT Cares or any portion thereof; (iv) use BT Cares in order to build a similar or competitive service; (vi) remove, tamper with or alter any disabling mechanism or circumvent any technical protection measures associated with BT Cares, or otherwise use any tool to enable features or functionalities that are otherwise disabled in BT Cares; (vii) distribute, disclose, market, rent, lease, assign, resell, pledge or otherwise transfer BT Cares, or any portion thereof, to any third-party, (viii) permit BT Cares to be used in connection with any service bureaus or otherwise to be used for processing the data of any unauthorized third party; (ix) remove or alter any proprietary notices pertaining to BT Cares; or (x) perform, or release the results of, benchmark tests or other comparisons of BT Cares or other unauthorized technical acts such as screen or data scraping.   

5.    Term; Termination. The term shall begin on the date set forth in a Bottomline service provider information form and continue until April 30, 2021. Either party may terminate these Terms at its convenience upon thirty (30) days’ notice prior to the expiration date. Upon expiration of the Term or earlier termination, Service Provider’s right to use BT Cares shall cease. 

6.   Disclaimers.  BOTTOMLINE EXPRESSLY DISCLAIMS ANY AND ALL RESPONSIBILITY AND LIABILITY FOR ANY ILLEGAL OR UNAUTHORIZED ACCESS TO OR RELEASE OF ANY SERVICE PROVIDER MATERIALS, SERVICE PROVIDER’S OR ITS END USER’S ACCESS CREDENTIALS, AND ANY AND ALL DAMAGES RESULTING FROM MALWARE, VIRUSES OR WORMS INFECTING SERVICE PROVIDER’S OR ITS END USER’S NETWORK OR DEVICES. BOTTOMLINE DOES NOT WARRANT THAT OPERATION OF BT CARES SHALL BE UNINTERRUPTED OR ERROR FREE; THAT BT CARES WILL RUN PROPERLY IN ALL SERVICE PROVIDER INFORMATION TECHNOLOGY INFRASTRUCTURE OR OPERATING SYSTEMS; OR WILL OPERATE IN COMBINATIONS THAT MAY BE SELECTED FOR USE BY SERVICE PROVIDER OR ITS END USERS. BT CARES MAY ACCESS AND TRANSFER INFORMATION OVER THE INTERNET AND SERVICE PROVIDER ACKNOWLEDGES AND AGREES THAT BOTTOMLINE DOES NOT OPERATE OR CONTROL THE INTERNET AND THAT: (i) VIRUSES, WORMS, TROJAN HORSES AND OTHER UNDESIRABLE DATA OR COMPONENTS MAY ENTER SERVICE PROVIDERS’ IT ENVIRONMENT; (ii) UNAUTHORIZED USERS (E.G., HACKERS) MAY ATTEMPT TO OBTAIN ACCESS TO AND DAMAGE SERVICE PROVIDER MATERIAL AND SERVICE PROVIDER’S INFORMATION TECHNOLOGY INFRASTRUCTURE; (iii) SERVICE PROVIDER IS SOLELY RESPONSIBLE FOR MAINTAINING ITS OWN INTERNET AND DATA CONNECTIONS; AND (iv) COMPONENTS OF BT CARES THAT ARE ACCESSED OR USED THROUGH INTERNET CONNECTIONS MAY BE SUBJECT TO SERVICE PROVIDER’S INTERNET SERVICE PROVIDER’S FEES AND DOWNTIME. SERVICE PROVIDER ACKNOWLEDGES AND AGREES BOTTOMLINE IS NOT RESPONSIBLE FOR SUCH ACTIVITIES. BT CARES IS PROVIDED BY BOTTOMLINE "AS-IS", “WHERE-IS” AND WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. BOTTOMLINE, ON BEHALF OF ITSELF, ITS AFFIIATES, SUBSIDIARIES, PARTNERS, LICENSORS, AND ANY THIRD-PARTY PROVIDERS PROVIDING BT CARES, OR PORTIONS THEREOF, EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND QUIET ENJOYMENT, ACCURACY, NON-INFRINGEMENT, AND ALL WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE.

7.    Indemnification; Limitation of Liability. SERVICE PROVIDER AGREES TO INDEMNIFY, DEFEND AND HOLD BOTTOMLINE HARMLESS, AT ITS EXPENSE, AGAINST ANY AND ALL CLAIMS, SETTLEMENTS, OR DAMAGES BASED UPON OR ARISING AS A RESULT OF SERVICE PROVIDER’S OR END-USERS’ USE OF BT CARES. EXCEPT FOR GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR FRAUD, NEITHER BOTTOMLINE, NOR ITS THIRD-PARTY PROVIDERS, SHALL BE LIABLE FOR ANY DIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, EXEMPLARY DAMAGES OR OTHER INDIRECT DAMAGES OF ANY KIND (INCLUDING, WITHOUT LIMITATION, LOST REVENUES OR PROFITS, LOSS OF USE, LOSS OF DATA OR LOSS OF GOODWILL OR REPUTATION) WITH RESPECT TO ANY CLAIMS ARISING FROM OR RELATING TO THESE TERMS OR BT CARES, WHETHER BASED ON CONTRACT, TORT OR OTHERWISE (INCLUDING NEGLIGENCE AND STRICT LIABILITY), REGARDLESS OF WHETHER BOTTOMLINE WAS ADVISED, HAD OTHER REASON TO KNOW, OR IN FACT KNEW OF THE POSSIBILITY THEREOF. NOTWITHSTANDING THE FOREOING, BOTTOMLINE’S LIABILITY FOR DAMAGES OF ANY KIND WITH RESPECT TO ANY CLAIMS ARISING FROM OR RELATING TO THESE TERMS OR BT CARES SHALL NOT EXCEED $1,000.00. THE FOREGOING LIMITATIONS WILL APPLY TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW. THE REMEDIES SET FORTH IN THESE TERMS SHALL BE SERVICE PROVIDER’S SOLE AND EXCLUSIVE REMEDY UNDER THESE TERMS. SERVICE PROVIDER ACKNOWLEDGES THAT THE LIMITATIONS OF LIBAILITY CONTAINED IN THIS SECTION ARE AN ESSENTIAL TERM BUT FOR WHICH BOTTOMLINE WOULD NOT PROVIDE BT CARES. 

8.     Miscellaneous. Bottomline may contract with third-party providers to deliver BT Cares, or a portion thereof. Any such third-party providers shall be intended third-party beneficiaries of these Terms and may directly enforce the Terms. No course of dealing, course of performance or failure of either party to strictly enforce any provision of or right under these Terms shall be construed as a waiver of any other provision or right. Neither party shall be liable to the other for any failure or delay in performing its obligations hereunder (or any resulting loss or damage) if such failure or delay is due to circumstances beyond its reasonable control, including, but not limited to: Internet network failures or Internet capacity limitations; compliance with regulations, orders or instructions of any federal, state or municipal government or any department or agent thereof that delay or restrict performance hereunder; third party providers failure to deliver services; or acts of God, acts of third parties including terrorist acts, unauthorized system access or intrusions, acts of civil or military authority, fires, embargoes, war or riots. These Terms, and the corresponding order form, constitute the entire agreement and understanding of the parties with respect to BT Cares and supersedes all other agreements, written or oral, between the parties with respect to BT Cares. These Terms and any rights granted hereunder, may not be transferred or assigned by Customer. The parties shall comply in all materials respects with all applicable laws and regulations. These Terms shall be governed by the laws of the State of Delaware, and the parties irrevocably consent to this jurisdiction and those courts for all claims. If any provision of these Terms is invalid or unenforceable under applicable law, then it will be changed, interpreted or severed, as appropriate to accomplish the objectives of such provision to the greatest extent possible under applicable law, and the remaining provisions will continue in full force and effect. All provisions of these Terms that by their nature are intended to survive the expiration or termination of these Terms shall survive and remain in full force and effect. 

 

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