Bottomline Technologies (de), Inc.’s (“Bottomline”) Paymode-X Operating Rules (the “Operating Rules”) apply to Payer’s use of the Paymode-X SaaS network, systems, Products and Services, Website, and Documentation (together, “PMX”).  PMX is designed to enable Payments to be made via ACH, check, virtual card, or other methods as expressly agreed to by Payer and Bottomline, following receipt and validation of a Payment Authorization and corresponding Settlement Account funds. Bottomline will never possess Payer funds; Payer funds are held either by the bank selected by Bottomline, which processes Payments made via PMX on behalf of the Payer, or by a third-party directly contracted with Bottomline to provide PMX (hereinafter, a “Third-Party Service Provider”) until such time as the funds are transferred to the respective Payee(s) or returned to Payer. If Payer uses PMX to receive payments from any Network Member, all terms and conditions of the Terms of Use apply.

1.      Defined Terms.

Confirmation Agreement means the agreement between Payer and a Banking Partner which establishes a limited banking relationship between Payer and the Banking Partner solely for processing Payments initiated by Payer through use of PMX. 

Documentation means these terms and conditions, user manuals, Third-Party Service Providers’ terms and conditions (as applicable), technical requirements and specifications, FAQs, as updated from time to time, and any other documentation provided by Bottomline, all of which are incorporated herein by this reference.

Network Fee is calculated by multiplying the amount of the Payment by the Network Fee Rate assigned to Vendor which at times may have a maximum fee.

Network Fee Rate is a unique percentage assigned by Bottomline to each Vendor after analysis of Payer’s spend data.

Network Member is any business, individual or entity enrolled in PMX as either a Payer or Vendor.

Network Membership Set-up Fee means a fee assessed to the Payer for each Payer/Vendor relationship associated with Basic ACH.

Payee means a Network Member, or other individual or entity permitted by Bottomline, using PMX to receive payments from Payer.

Payer means a Network Member that is contracted with Bottomline or an authorized reseller of Bottomline, to use PMX to receive invoices and/or make payments to Payees.

Payment means a single payment made by Payer to a Payee that is initiated through PMX and submitted with proper Payment Authorization.  

Payment Authorization means a message transmitted electronically by a Payer instructing Bottomline to initiate a Payment from the Payer's Transaction Account to a designated Payee.

Products and Services means the products and services Bottomline makes available.

Settlement Account means the Banking Partner's account into which the Payer's funds are deposited for subsequent disbursement to the applicable Vendor or for return to Payer.

Transaction Account means a bank account designated by the Payer from which the amount needed to fund Payment(s) are transferred to a settlement account  for subsequent payment to the applicable Payee(s) or to which funds are returned to Payer when necessary.

Transaction Fee means a fee collected by Bottomline from the Payer for its use of PMX, as applicable, on a per transaction basis.

Vendor means a Network Member that has enrolled to send invoices to, or receive payments from, Payer(s).

Virtual Card means the processing of Payments made by Payer via virtual card transactions supported by PMX.

Website means the website (https://secure.paymode.com/paymode/login.jsp) and other websites provided by Bottomline that allows Network Members to access PMX.

 

2.      Specific Services.

a.      ACH Services. Election of ACH Services requires Payer’s use of Premium ACH and/or Extended Network Payment (ENP) – Payee Managed services. Payer may pay Vendors in Premium ACH Services upon Vendor’s acceptance of a Network Fee. All debits and credits as part of providing PMX to Payer will be processed by a Banking Partner. Bottomline or its Banking Partner may select any ACH processor for debits and credits sent through the ACH network or any other processor for debits or credits facilitated by PMX.  Payments sent through the ACH network are subject to the rules of Nacha (including any other clearing house rules applicable to automated clearing house transactions), as amended from time to time (the “ACH Rules”), and Article 4A of the Uniform Commercial Code (“Article 4A”). Except as provided herein, the provisions of Article 4A shall govern any unauthorized or misdirected Payment Authorization or payment as if Payer and its agents were the “sender,” Bottomline and the Banking Partner were a “receiving bank,” the Payment Authorization was a “payment order,” and the Payee was a “beneficiary,” as all of those terms are defined in Article 4A. Notwithstanding the foregoing, in the event Bottomline expressly agrees to enable a Payment outside of the United States, such Payment shall be in accordance with all rules and regulations of the applicable clearing system in which such Payment is enabled. ACH Services offered include:

                          i.       Premium ACH means enrollment in ACH Services by Vendors who incur a Network Fee based on the Network Fee Rate for its receipt of a Payment made by Payer through its use of this ACH Service.

                         ii.       Basic ACH extended to mutually agreed upon Vendor(s) who do not incur a Network Fee in consideration of Payer incurring Network Membership Set-Up and Transaction Fees for those participating Vendors.

                        iii.       Extended Network Payment (ENP) – Payer Managed services may be selected as add-on Products and Services. Extended Network Payments (ENP) – Payer Managed services permits Payer to self-enroll Payees whom Bottomline agrees are not potential Premium ACH, Basic ACH or Virtual Card Services candidates.  Payees’ profiles are managed exclusively by Payer.  Payees will not have access to the Website while utilizing ENP, and Bottomline will have no responsibility for validation of information provided in the Payee profile. Payer is solely responsible for obtaining Payee’s authorization for ACH transactions in accordance with ACH Rules.

b.   Extended Network Payment (ENP) – Payee Managed services. Extended Network Payments (ENP) – Payee Managed services permits Payees to self-enroll for the payment method of their choosing, and where Bottomline agrees Payees are not potential Premium ACH, Basic ACH or Virtual Card Services candidates. Payer will provide Payee information, including but not limited to, email address and physical mailing address. Payees will select the payment method and provide corresponding details at the time a payment has been processed by Payer. Payees will have a predefined set of days to complete setup and if Payees do not timely act, a check will be issued and mailed to the physical address provided by Payer. Payees will only have access to the Website while selecting a payment method and Bottomline will have no responsibility for validation of information provided by Payee or Payer.

c.      Virtual Card Services. Election of Virtual Card Services enables Payer to initiate Payments via virtual card transactions. 

                          i.       Migration. Bottomline offers initial migration of Payer’s existing virtual card programs to the Virtual Card Services. Email notifications issued pursuant to a migration are generated via a secure web portal. Migrated Payee profiles are managed exclusively by Payer and not Bottomline.  Bottomline shall have no responsibility for the validation of information in any migrated Payee profile. Migrated Payees’ use of PMX will be limited solely to the retrieval of Virtual Card Payments unless the Payee elects to enroll into PMX as a Vendor.

                         ii.       Payments by Virtual Card. Payees will receive notification of available card accounts via email, and can retrieve the necessary card account information needed to process the transaction via a secure web portal. Bottomline will process card transactions pursuant to Payment Authorization(s) submitted by Payer, subject to the preference specified in the applicable Vendor’s membership profile.  Pursuant to Vendor’s preference to receive card transactions for payment, Bottomline will process the request by either: i) submitting the required information directly to Vendor, where the Vendor will process the Payment through its merchant services provider in such instances; or ii) utilizing Vendor’s credit card identifiers and acquiring bank information included in Vendor’s membership profile to process the Payment on the Vendor’s behalf. Payer is responsible for funding card transactions at the time of Payment Authorization.  If funding is not received at the time of Payment Authorization, card accounts for Payees will not be created. For any card transactions requiring funds to be returned to Payer, such as transactions that have been canceled, expired, or are refunded by Vendor, those funds will be returned to Payer’s designated disbursing bank account via an ACH credit. Bottomline may, in its sole discretion, decline to authorize or reverse Payments, or suspend Virtual Card Service accounts. Virtual Card Services function solely within the United States and in USD currency. All credit card transactions, regardless of the method in which they are processed, are subject to applicable card brand rules. Bottomline represents, warrants and covenants that it shall comply with applicable Payment Card Industry Data Security Standards (“PCI DSS”) as such may be amended from time to time, with respect to card data received by Bottomline in connection with Virtual Card Services.

d.   Check Services. Election of Check Services includes the secure printing and mailing of Payer’s check transactions.  In the event Payer requests Bottomline “pull” a check that has not yet been mailed, Bottomline will use reasonable efforts to locate and remove the check from the production process, but will not be liable for failure to do so.  Bottomline will not stop, slow, or alter production processes, or otherwise delay delivery of batches to the postal service for mailing, to “pull” a check. Transactions in which a check is drawn on Payer’s designated bank account (a “Directed Check”) may requires a check issuance file to be sent to Payer’s identified financial institution. As it pertains to Directed Check, all reconciliation, stop payments, reissued checks and management of exception items from the check issuance file is managed solely by Payer. Additionally, checks printed and mailed will be drawn on Payer’s bank account(s) designated in Payer’s transaction request. Transactions in which a Check is drawn on a Settlement Account with PMX managed by Bottomline (“Managed Check”) include the secure printing and mailing of Payer’s remaining check transactions including Settlement Account reconciliation (the Settlement Account is owned by Banking Partner), management of return mail, stop payments, reissued checks, and check issuance file exceptions. Managed Check services do not include management of check escheatment, however funds will be returned to Payer for uncashed checks after 90 days.  .

e.      Invoice Automation. If elected, Payer authorizes Bottomline to capture Payee invoices and provide invoice status information to Payees who are enrolled via PMX. Payer is solely responsible for confirming that Payment Authorizations accurately reflect invoices collected from Payee(s) through this service. Payer shall at all times remain solely responsible for authenticating any and all invoices received through this service. If a Payee elected by Payer opts to enroll for Invoice Automation services only, and is not enrolled as a Payee in PMX, such membership will not be authenticated by Bottomline, and Payer acknowledges it is solely responsible for activating such trading relationships and assumes all risks in conducting any transactions using the Invoice Automation Service with such Payees.

f.       ERP Connectors.  Connectors that interact with Payer’s ERP system to provide integration with PMX (an “ERP Connector”) must be utilized in accordance with any and all related Documentation. ERP Connectors may be made available to Payer through Bottomline or a Third-Party Service Provider. ERP Connectors interact with Payer’s ERP system to provide specialized integration support for a variety of functions as defined in the Documentation for PMX; this functionality may vary between ERP systems and is only available for select ERP systems. If required, Payer shall be solely responsible for the installation of software onto Payer’s own systems..       

g.      API Connectivity.  Bottomline may make available a suite of application programming interfaces (APIs) through which Network Members can interact with PMX.  Use of APIs is restricted to current functionality set forth in the Documentation.

h.      Collaboration. Collaboration and discussion functions and features may be made available to Payer at Bottomline’s sole discretion. Bottomline is not responsible for monitoring content of the discussion and collaboration capabilities and makes no representations or warranties related theretoPayer agrees not to upload content that is defamatory, offensive or illegal, and Payer acknowledges that Bottomline is not responsible and will have no liability for the content uploaded by other Network Members.

 

3.      Privacy, Compliance and Confidentiality. All information of Payer collected by Bottomline shall be subject to the Paymode-X Privacy Policy available at https://secure.paymode.com/policies/privacypolicy.htm.  Payer’s use of PMX is subject to Bottomline’s and its Banking Partner and Third-Party Service Providers’ satisfactory completion of due diligence and verification of information provided by Payer to comply with all applicable laws and regulations, including but not limited to, Know Your Customer (“KYC”) and anti-money laundering (“AML”). Payer authorizes Bottomline or its Banking Partner or Third-Party Service Provider, directly or through third parties, to validate the identity of the Payer, including its directors, officers, shareholders and beneficial owners, evaluate creditworthiness, and verify any information provided by Payer, including its bank accounts and any other information related to KYC and AML. Payer acknowledges that Bottomline has an obligation to protect the privacy of other Network Members. Payer agrees to keep all information Payer receives about other Network Members, including Network Fee information, confidential and use such information only in connection with proper use of PMX. Payer may not disclose information about other Network Members to any third party, or identify other Network Members other than those which are Payer’s trading partners.. Bottomline may compile statistical and other information related to the performance, operation and use of PMX and other transactional and usage data derived from PMX in anonymized and aggregated form for security management, business operations, to create statistical analyses, for research and development, to make improvements to PMX, and for marketing purposes.  


4.      License Grant. Following Payer’s enrollment, including execution of a Confirmation Agreement, if applicable, and subject to Bottomline receiving payment of any fees applicable to Payer’s use of PMX, Payer shall have a limited, nonexclusive, nontransferable, revocable license to access and use PMX for which Payer has subscribed.


5.      License Restrictions. PMX is to be used solely for Payer’s internal business purposes and may only be accessed and used online through the Website. Payer acknowledges and agrees that it shall not, and shall ensure its authorized users and end users do not: (i) access or use PMX in any manner or for any purpose other than expressly permitted by these Operating Rules and the Documentation; (ii) change, modify or otherwise create derivative works of all or any portion of PMX; (iii) modify, disassemble, decompile or reverse engineer any part of PMX or apply any other process or procedure to derive source code algorithms, methods or techniques of any software included in PMX or any portion thereof ; (iv) access or use PMX in a way intended to avoid exceeding usage or transaction limits, or impose an unreasonable or disproportionately large amount of traffic activity or load on PMX; (v) use PMX in order to build a similar or competitive application or service, or perform, or release the results of  benchmark tests or other comparisons of PMX; (vi) remove, tamper with or alter any disabling mechanism or circumvent any technical protection measures associated with PMX, or otherwise use any tool to enable features or functionalities that are otherwise disabled in PMX; (vii) distribute, disclose, market, rent, lease, assign, resell, pledge, license or otherwise transfer PMX or any portion thereof to any unauthorized third-party, (viii) unless otherwise permitted, allow PMX to be used in connection with any facility management services or service bureaus or otherwise to be used for processing the data of any third-party; (ix) remove or alter any proprietary notices (e.g., copyright and trademark notices) pertaining to PMX; (x) facilitate illegal transactions; (xi) access PMX for personal, family or household purposes; or (xii) access PMX through any automated or semi-automated means, including spiders, robots, crawlers, indexers, scripts for screen or database scraping, or any other program, device, process or methodology that results in the collection of information through automated access to the Website that is not expressly permitted by these Operating Rules.
 

6.      PMX Services.

a.      Account. Upon enrollment, Payer is responsible for keeping all information in Payer’s membership profile accurate, including but not limited to, proper identification of Payer’s Transaction Account(s), authorized users and their entitlements, phone numbers, e-mail addresses, and mailing addresses. Payer agrees to appoint an individual responsible for enrolling Payer in PMX, configuring Payer’s profile, and otherwise oversee Payer’s membership (including adding and deleting users), by utilizing a user access account entitled with Membership Administrator entitlements (Payer’s “Membership Administrator”). Payer’s Membership Administrator and each of its representatives for which user access accounts are configured, are authorized to utilize all entitled privileges, including, as applicable, initiating Payment Authorizations, and authorizing credits and debits to Transaction Accounts; and is further authorized to configure Transaction Accounts, configure other user access accounts and entitle those accounts with privileges up to and including Membership Administrator privileges.

b.      Security Procedures. Payer must select a security procedure, as described in the Documentation, for authenticating its initiation and approval of Payment Authorizations (the “Security Procedure”). The Security Procedure may include combinations of challenge/response authentication methods using user identification mechanisms based on information, possession of devices, activity or other appropriate factors, which may be updated by Payer at any time (“Access Credentials”). Payer is solely responsible for the custody, control and use of all Access Credentials and devices associated with Payer (each a “Device”). Bottomline may revoke any Access Credentials methods at any time in its sole discretion. Payer will not allow any individual to initiate a request or provide any instruction related to PMX or to have access to any Access Credentials or Device without proper supervision, appropriate authorization, and compliance with the Security Procedure. For the avoidance of doubt, Access Credential sharing is strictly prohibited.  Payer acknowledges and agrees that the Security Procedure is a satisfactory method to verify the authenticity of any Payment Authorization. Payer must immediately contact its Membership Administrator (as defined herein) in writing, with concurrent notice by telephone to Bottomline's PMX support team (“Member Support”), and request that Access Credentials be revoked if Payer suspects or discovers that its Access Credentials have been compromised, or if an individual with Access Credentials is no longer affiliated with, or no longer authorized to act for, Payer.

c.      Permitted Use. Payer will use Basic ACH, ACH Premium and Virtual Card Services only for payments to business or government entities and Payer agrees violation of this section is a violation of these Operating Rules.

d.      Authenticated Payment Authorization. Payer’s transaction requests must be submitted as part of a comprehensive payment instruction file conforming in form and substance to Bottomline’s requirements (“Payment File”). The Payment File must be delivered in accordance with Bottomline’s Security Procedure and delivery method.  A Payment may only be initiated where Payer has submitted a Payment Authorization (or a file containing Payment Authorizations) to Bottomline or its Third-Party Service Provider. Payment Authorizations must be in proper form and contain all required information, including identification of the Payee and the amount of the Payment. Payment Authorizations are processed based on cutoff times set forth in the Documentation. Each Payment Authorization received by Bottomline shall initially be an “Unauthenticated Payment Authorization”. An Unauthenticated Payment Authorization will be deemed authenticated, if, and only if, the Payment Authorization is issued in the Payer’s name and authenticated using the Security Procedure (each such Unauthenticated Payment Authorization, thereby becoming an “Authenticated Payment Authorization”). Bottomline or its Third-Party Service Provider, as applicable, will provide an acknowledgment message for Authenticated Payment Authorizations. 

e.      Rejected Payment Authorizations. A Payment Authorization may be rejected if: i) it is not properly formatted; ii) it is not initiated and authenticated using the Security Procedure; iii) it does not comply with the requirements of the applicable Documentation, including any processing limits set by Payer, Bottomline, or the Third-Party Service Provider, as applicable; or iv) processing the Payment Authorization would contravene security or risk parameters as determined by Bottomline in its sole discretion, or otherwise violate these Operating Rules. If Bottomline rejects a Payment Authorization, Bottomline will endeavor to notify Payer by telephone or electronic means. Notwithstanding the foregoing, if an acknowledgment message is not provided within the time period specified in the Documentation, Payer should contact Bottomline Member Support as retransmission of the Payment Authorization may be required.

f.       Processing. Bottomline requires confirmation of cleared funds in the Settlement Account prior to initiating any credit to a Payee’s Transaction Account in accordance with a Payment Authorization for all PMX Services with the exception of Directed Check. Bottomline reserves the right to require Payer-initiated wire settlement for certain payment processing. Bottomline will have no liability for any delays in processing a Payment where Payer’s bank, the Payee’s bank, and/or any other bank or entity involved in processing the transaction is not open for business on the day in which performance is required. Payment processing deadlines and timeframes that apply to various funding methods available through PMX are set forth in the Documentation. In the event Payer’s funding of any Payment has been successfully processed by Bottomline and is dishonored, rejected, or otherwise not paid to the Payee, Payer shall immediately fund the amount of the rejected payment and any non-sufficient funds charge, or similar fee incurred as a result of such delayed funding, as permitted under applicable law.

g.      Recovery and Stop Payment Disclaimer. If a Payment made in reliance upon any Authenticated Payment Authorization is: i) misdirected or unauthorized; ii) an overpayment; iii) a duplicate payment; or iv) any other unintended payment, Bottomline will cooperate with the Payer to attempt to recover the Payment from the recipient(s), and Payer acknowledges recovery may not be possible. Additionally, if Payer initiates a stop payment request with respect to any Authenticated Payment Authorization, Bottomline will make reasonable efforts to act on such request, however, Bottomline shall have no liability if it is unable to effectively process such stop payment request. Payer acknowledges and agrees Bottomline will have no such ability to recall or reverse a Payment once it has been authorized for settlement.

h.      Member Services. Bottomline’s Member Services is available on business days from 8:00 a.m. to 8:00 p.m. ET (Eastern Time). If Payer becomes aware of any errors, difficulties or other problems with PMX, it must promptly inform Bottomline’s Member Services team. As Payer’s exclusive remedy, Bottomline will use reasonable efforts to resolve the failure in accordance with its then-current member support policies and Payer agrees to cooperate with Bottomline by providing Bottomline, on request, a listing of input, output and all other data that Bottomline may reasonably request in order to reproduce operating conditions similar to those present when any errors, difficulties or other problems are discovered.

i.         HIPAA. If the Network Member is a "Covered Entity" or "Business Associate" under the Health Insurance Portability and Accountability Act ("HIPAA") and  the Network Member provides (or receives) "Protected Health Information," as defined in HIPAA, to (or from) Bottomline, the terms of the Health Care Information Privacy Addendum at https://secure.paymode.com/policies/HCIPA.htm will apply. If the Network Member uses PMX in connection with any Health Care Payment and Remittance Advice transactions, as defined in 45 C.F.R. Part 162, Subpart P, the terms of the Care Transactions Addendum at https://secure.paymode.com/policies/healthcaretransactionsaddendum.htm will apply. In the event of a conflict between these Operating Rules and the Health Care Information Privacy Addendum or the Health Care Transactions Addendum, the Health Care Information Privacy Addendum and the Health Care Transactions Addendum shall prevail.


7.      Acknowledgements and Agreements.

a.      Ownership. As between the parties, Payer acknowledges and agrees that the software, code, hardware, trademarks, trade secrets, proprietary methods and systems used to provide PMX (“Bottomline Technology”) and the content made available or displayed by Bottomline through PMX, including all text, graphics, images and the look and feel of such Products and Services (collectively “Bottomline Content”) are owned by or licensed to Bottomline.  Nothing in these Operating Rules  or any of the Documentation shall be considered an assignment or other transfer of ownership in and to the Bottomline Technology or the Bottomline Content, either expressly, or by implication, estoppel, or otherwise.  Other than the authorizations or licenses as may be conferred or granted by Bottomline to Payer in these Operating Rules, Bottomline reserves all right, title and interest in and to Bottomline Technology, Bottomline Content, as well as lists of Network Members. No right or license is granted by Bottomline to Payer or its end users to use any Bottomline trademark, trade name, service mark, product name or other source designator. 

b.      Authorization. Bottomline is authorized by Payer to facilitate credit and debit transactions to Payer’s Transaction Account in its performance of PMX on behalf of Payer.  Payer acknowledges and agrees Bottomline is authorized to, and shall have no liability for, providing access and acting at the direction of Payer’s users and Membership Administrators. Payer will abide by all applicable laws, regulations, card brand rules, and other Third-Party Service Provider terms and conditions made available to Payer in relation to its use of PMX. Payer acknowledges and agrees that any security incidents that occur as a result of Payer’s users and Membership Administrators are the sole liability of Payer.

c.      Vendor Enrollment. Payer will exercise and demonstrate its good faith effort, cooperation and support in enrolling Vendors to PMX. Payer acknowledges that the onboarding strategy will be designed to maximize acceptance of Virtual Card and Premium ACH. Payer shall not offer or implement a competing vendor enrollment program to PMX.

d.      Underlying Transaction. Payer acknowledges Bottomline does not guarantee or have control of, or liability for, any products, services, or other consideration being paid for using PMX (the “Underlying Transaction”).

e.      Collection of Network Fee. If Payer is participating in a PMX service offering that has assigned a Network Fee Rate to a Payee, Payer acknowledges: i) Bottomline will charge a Network Fee to the Payee in relation to each Payment made by Payer to the Payee; ii) Bottomline may affect the charge by deducting the amount of the Network Fee from the Payment initiated by Payer or by debiting the Payee’s account; and iii) Bottomline will have no liability for any claim made by the Payee against Payer related to Bottomline’s collection of the proper amount of the Network Fee.

f.       Cooperation. Payer agrees to notify Bottomline of: (i) any fraudulent activity or Data Breaches immediately and in no event more than three (3) days from the date of detection and (ii) any unauthorized transactions within fifteen (15) days. For purposes of this section, “Data Breach” shall mean a data breach that affects a PMX User’s accounting or payments system, or Bottomline’s data. Payer further agrees to cooperate and continuously work with Bottomline or any other applicable party throughout the course of any collections activity, or investigation of a potential or actual security event or fraud.  If there is a discrepancy between the information concerning debits and credits to Payer’s Transaction Account (the “Records”) and the account statements provided by the Payer’s bank (“Payer Bank Statements”), Payer shall provide written notice to Bottomline, with a statement of relevant facts, within ten (10) business days after initial receipt of the first Payer Bank Statement or other notice from Payer’s bank (including electronic notices and banking service websites), with sufficient detail to explain the discrepancy.  

g.      Transaction Data Backup. Payer is responsible for retaining a backup copy of all data entered or uploaded to the Website pertaining to Payer’s transactions (“Transaction Data”). In the event Bottomline experiences a loss or corruption of Payer’s Transaction Data, Payer’s sole recourse, and Bottomline’s sole liability for lost, destroyed, corrupted, or damaged data, is limited to Bottomline using reasonable efforts to accurately and timely restore such data if available.

h.      Amendment. Bottomline may amend these Operating Rules at any time by posting the amended version on the Website. The amended version shall become effective fifteen (15) days after such posting. Payer’s continued use of PMX after the effective date of any such revised Operating Rules shall be deemed acceptance thereof.

i.       Suspension of Services. Bottomline may deny or immediately suspend Payer’s access to PMX if (i) Payer breaches any of these Operating Rules; (ii) if, as a result of any due diligence or verification described herein, any of the following occur: (a) discrepancies that Bottomline, or its Banking Partner or Third-Party Service Provider deem incompatible with use of PMX and/or which could potentially lead to a violation of any law or regulation, including but not limited to those associated with KYC, AML or applicable card brand rules; (b) Bottomline, or its Banking Partner or Third-Party Service Provider reasonably determine that processing any Payment Authorization(s) may be in violation of applicable laws or regulations; (c) Payer terminates, liquidates or dissolves its business or disposes of substantially all of its assets; voluntarily or involuntarily, becomes the subject of any bankruptcy, insolvency, reorganization or other similar proceeding; fails to generally pay its debts as they become due; or experiences a material adverse change in its financial condition or its ability to perform its obligations under these Operating Rules; or (iv) Payer fails to timely pay fees for Payer’s use of PMX. For the avoidance of doubt, suspension of access to PMX does not release the Payer from any obligations that accrued prior to suspension or termination, including payment obligations and those related to protecting confidential information.


8.      Disclaimers.

Bottomline’s exclusive role in connection with Payments is that of a data processor providing services to Payer. Bottomline, its Third-Party Service Providers and Banking Partners act as a “mere conduit” and not an initial transferee in connection with Payments.

PMX’s  payment and/or invoice insights, including without limitation the network payment score, is provided to Payer for informational purposes only. PMX’s payment and/or invoice insights are not a recommendation or advisement, and Payer acknowledges it should conduct its own analysis before pursuing any action. Any action taken by Payer in reliance of PMX’s payment and/or invoice insights or the information related thereto is strictly at Payer’s own risk.

BOTTOMLINE EXPRESSLY DISCLAIMS ANY AND ALL RESPONSIBILITY AND LIABILITY FOR ANY PMX USER’S  ACCESS TO OR ACTIVITY IN PMX, ILLEGAL OR UNAUTHORIZED ACTIVITY, ACCESS TO OR RELEASE OF PAYER OR PAYEE MATERIALS, ANY INACCURATE OR FRADULENT PAYMENTS OR FUNDS TRANSFERS, ANY ACTION TAKEN BY BOTTOMLINE ARISING OUT OF OR RESULTING FROM PAYER, PAYEE OR ITS END USER’S INSTRUCTIONS, ILLEGAL OR UNAUTHORIZED ACCESS TO PAYER, PAYEE OR ITS END USER’S ACCOUNTS, ACCESS CREDENTIALS,NETWORK OR DEVICES (SUCH AS A MOBILE PHONE, TABLET, LAPTOP OR PC), VALIDATION OF INFORMATION RELATED TO A NON-NETWORK MEMBER VENDOR PROVIDED BY PMX USERS, ‘PULLING’ A CHECK AT A PAYER’S DIRECTION, OR DEFAMATORY, OFFENSIVE OR ILLEGAL CONTENT UPLOADED TO PMX. BOTTOMLINE DOES NOT WARRANT THAT OPERATION OF PMX SHALL BE UNINTERRUPTED OR ERROR-FREE, FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, THAT ENCRYPTION AND OTHER SECURITY MEASURES WILL BE SECURE OR EFFECTIVE OR THAT PMX WILL CORRECTLY DETECT OR IDENTIFY ALL SECURITY THREATS.  BOTTOMLINE DOES NOT WARRANT THAT PMX WILL RUN PROPERLY IN ALL INFORMATION TECHNOLOGY INFRASTRUCTURE OR OPERATING SYSTEMS; OR WILL OPERATE IN COMBINATIONS THAT MAY BE SELECTED FOR USE BY PAYER, PAYEE OR ITS END USERS. FURTHER, PMX USERS ACKNOWLEDGE AND AGREE PMX MAY GENERATE PAYMENT AND/OR INVOICE INSIGHTS AS A RESULT OF NETWORK MEMBERS’ OR PAYER’S DATA INPUTS FOR INFORMATION PURPOSES ONLY, NOT TO PROVIDE ADVICE OR RECOMMENDATION FOR ACTION, AND BOTTOMLINE DISCLAIMS ANY AND ALL LIABILITY THEREOF. FOR THE AVOIDANCE OF DOUBT, BOTTOMLINE EXPRESSLY DISCLAIMS ANY AND ALL RESPONSIBILITY AND LIABILITY FOR ANY AND ALL DAMAGES RESULTING FROM MALWARE, VIRUSES OR WORMS INFECTING PAYER’S OR ITS END USER’S NETWORK OR DEVICES. PMX MAY ACCESS AND TRANSFER INFORMATION OVER THE INTERNET AND PMX USERS ACKNOWLEDGE AND AGREE THAT BOTTOMLINE DOES NOT OPERATE OR CONTROL THE INTERNET AND THAT: (I) VIRUSES, WORMS, TROJAN HORSES AND OTHER UNDESIRABLE DATA OR COMPONENTS MAY ENTER INFORMATION TECHNOLOGY ENVIRONMENTS; (II) UNAUTHORIZED USERS (E.G., HACKERS) MAY ATTEMPT TO OBTAIN ACCESS TO AND DAMAGE INFORMATION TECHNOLOGY INFRASTRUCTURES; (III) PMX USERS ARE SOLELY RESPONSIBLE FOR MAINTAINING THEIR OWN INTERNET AND DATA CONNECTIONS; AND (IV) COMPONENTS OF PMX THAT ARE ACCESSED OR USED THROUGH INTERNET CONNECTIONS MAY BE SUBJECT TO INTERNET SERVICE PROVIDER’S FEES AND DOWNTIME. PMX USERS ACKNOWLEDGE AND AGREE BOTTOMLINE IS NOT RESPONSIBLE FOR SUCH AFOREMENTIONED ACTIVITIES. THE WARRANTIES SET FORTH HEREIN ARE IN LIEU OF ALL OTHER WARRANTIES, AND EXCEPT AS SET FORTH HEREIN, PMX 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 SERVICE PROVIDERS PROVIDING PMX, 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. 


9.      Indemnification.

a.      Indemnification by Bottomline.  Bottomline agrees to defend, at its expense, any third-party claim that PMX infringes upon any U.S. patent or copyright, and to pay any damages finally awarded, in any such suit. Notwithstanding the foregoing, Bottomline shall have no liability for any claim arising from: (i) any modification of PMX; (ii) use of an old or discontinued version of PMX; (iii) use of PMX in combination with any products or services not provided or authorized by Bottomline; (iv) use of PMX in violation of these Operating Rules or the Documentation; (v) Bottomline’s or its Third-Party Service Providers’ compliance with Payer’s designs, specifications or instructions; or (vi) any claim for which Payer is required to indemnify Bottomline. In the event PMX, or any portion thereof, becomes or, in Bottomline’s opinion, is likely to become, subject to any claim of infringement of a third-party’s intellectual property rights, Bottomline may, in its sole discretion: (i) procure the right to continue to use PMX: (ii) replace or modify PMX with a version that does not infringe; or (iii) if Bottomline cannot accomplish (i) or (ii) using commercially reasonable efforts, terminate these Operating Rules and any applicable Order Form. THIS SECTION SETS FORTH THE ENTIRE LIABILITY OF BOTTOMLINE, AND PAYER’S SOLE AND EXCLUSIVE REMEDY, WITH RESPECT TO ANY CLAIM OF INFRINGEMENT OF THIRD-PARTY RIGHTS.

b.      Indemnification by Payer.  Payer agrees to indemnify and defend, at its expense, and hold Bottomline harmless, against any claim, and to pay any settlement, or any damages in any such suit, that is based upon or arising as a result of Payer’s use of PMX, including negligent or intentional misuse of PMX, compromise of Access Credentials, Payer’s violation of any applicable law or regulation, or based on any Underlying Transaction.  

c.      Indemnification Procedure.  The indemnification obligations of each party (the “Indemnifying Party”) under this section are subject to the following conditions: (i) the party seeking indemnification (the “Indemnified Party”) shall give the Indemnifying Party timely written notice of any claim for which indemnification is sought; (ii) the Indemnifying Party shall have the authority to control the defense and settlement of the claim (provided that the Indemnified Party shall have the right, but not the obligation, to participate at its own expense in the defense of such claim); and (iii) the Indemnified Party shall give reasonable assistance to the Indemnifying Party to enable the Indemnifying Party to defend the claim. The Indemnifying Party shall not settle or compromise any claim without the prior written consent of the Indemnified Party, not to be unreasonably withheld, if such settlement or compromise in any manner indicates that the Indemnified Party contributed to or was responsible for such claim, or if such settlement or compromise imposes any obligations upon the Indemnified Party or requires the Indemnified Party to take any action.


10.    Limitation of Liability.  FOR PURPOSES OF THIS SECTION, BOTTOMLINE SHALL MEAN BOTTOMLINE, ITS AFFILIATES, SUBSIDIARIES AND THIRD-PARTY SERVICE PROVIDERS. NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY FOR ANY 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 USE OF PMX, WHETHER BASED ON CONTRACT, TORT OR OTHERWISE (INCLUDING NEGLIGENCE,WILFUL MISCONDUCT AND STRICT LIABILITY), REGARDLESS OF WHETHER SUCH PARTY WAS ADVISED, HAD OTHER REASON TO KNOW, OR IN FACT KNEW OF THE POSSIBILITY THEREOF. Bottomline’s exclusive and sole liability for an unauthorized Payment is limited to reimbursement of Payer’s actual direct damages, to the extent such payment is not recoverable from Payee and Bottomline was at  sole fault for the unauthorized Payment. Bottomline shall have no liability for (i) relying upon Access Credentials or any information submitted through Payer’s Security Procedures, (ii) acts or omissions of Payer’s Membership Administrator(s) and its representatives, (iii) validation of information provided in the Payee profile or payment method information provided by the Payee, (iv) lost, corrupted or damaged Transaction Data, and (v) if Payer elects Card Services, Bottomline shall have no liability if a merchant refuses to honor a virtual card or accept a Payment. THE FOREGOING LIMITATIONS WILL APPLY TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW. THE REMEDIES SET FORTH IN THESE OPERATING RULES SHALL BE PAYER’S SOLE AND EXCLUSIVE REMEDY UNDER THESE TERMS. PAYER ACKNOWLEDGES THAT THE LIMITATIONS OF LIABILITY CONTAINED IN THIS SECTION ARE AN ESSENTIAL TERM OF THESE TERMS BUT FOR WHICH BOTTOMLINE WOULD NOT PROVIDE PMX. THE LIMITATION OF LIABILITY SET FORTH IN THIS SECTION SHALL NOT APPLY TO PAYER’S OBLIGATION TO PAY FEES DUE AND OWED TO BOTTOMLINE.

 

11.    Notices. Bottomline and Payer may send communications and information (“Notices”) relating to these Operating Rules and the Payer’s use of PMX, by mail, courier, or by posting Notices on the Website. Notices sent to Payer by mail or courier may be sent to the postal address designated in the Payer’s membership profile. Notices sent through e-mail may be unencrypted electronic messages to the e-mail address in the Payer’s account. Notices sent to Payer by posting to the Website shall be deemed received five (5) business days after it is posted.

 

12.    Governing Law. Interpretation and enforcement of these Operating Rules shall be governed by the laws of Delaware, without reference to its conflict of law principles. The United Nations Convention on Contracts for the International Sales of Goods will not apply to PMX. Payer agrees and consents, regardless of its domicile, that these Operating Rules and all related communications and documents thereto, including but not limited to customer support and applicable support documents, will be provided in English only. Vous acceptez et consentez que le présent contrat ainsi que tous les documents et communications connexes, y compris, mais sans s'y limiter, le support à la clientèle et les documents de support applicables, soient rédigés uniquement en anglais.

 

13.    Severability. If any provision of these Operating Rules is found invalid, unlawful, or unenforceable, the remaining terms and conditions shall not be impaired or otherwise affected and will continue to be valid and enforceable to the fullest extent permitted by law. No delay or failure to exercise any right or remedy under these Operating Rules is deemed to be a waiver thereof. No waiver of any breach or default is a waiver of any other breach or default. Any waiver must be in writing.

 

14.    Force Majeure. Except for Payer’s obligation to pay amounts due , 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: (a) Internet network failures or Internet capacity limitations; (b) 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; (c) Third-Party Service Providers failure to deliver services; or (d) acts of God, natural disasters, acts of third parties including terrorist acts, unauthorized system access or intrusions, acts of civil or military authority, fires, embargoes, pandemics, war or riots.

 

Last Updated: September 2, 2020