Effective Date: March 31, 2023

These Terms of Service (“Terms”), together with the Schedules, documents, and policies incorporated and referenced in these Terms, are a contract (this “Agreement”) between the individual or entity who signs up for an account and/or uses or interacts with any of the Service in whole or in part (“Organization”, “you”, “your”, or “yourself”) and Settle Inc., Settle Funding, LLC, and their affiliates (“Settle”, “we”, “us,” or “our”). If the individual that agrees to this Agreement does so on behalf of Organization (including in a capacity as Organization’s public accountant or bookkeeper), that individual represents that they are authorized by Organization to agree to this Agreement on Organization’s behalf. Organization shall be responsible and liable for each Authorized User, as defined below, and shall ensure that each Authorized User abides by the terms of this Agreement. This Agreement governs your use of our website settle.com [LINK] and your use of or interactions with any Settle products and services (individually and collectively referred to as the “Service”). All capitalized terms in these Terms and the referenced Schedules below will have the meanings given to them in this Agreement, unless otherwise indicated.

With respect to any Service that involves the transfer of funds, Settle has partnered with depository institutions to provide such Service (individually and collectively the “Bank”). Settle operates a software platform that sends payment and funds transfer instructions to the Bank, and the Bank facilitates all funds transfers.

By electronically accepting this Agreement or by establishing a Settle account or using the Service, you consent to and agree to comply with this Agreement as of the effective date set forth above. This Agreement incorporates by reference, and you hereby agree to, the following consents, schedules, and documents (collectively, “Schedules”):

• Consent to Electronic Delivery of Communications and Use of Electronic Signatures [LINK]
• Settle’s Privacy Policy [LINK]
• Prohibited Business and Payments Schedule
• Electronic Payments Schedule
• Bill Payment Service Schedule
• Bill Pay Advance Schedule
• Any terms or conditions or agreements provided separately to you for any Service, as applicable.

COMMERCIAL USE ONLY. You understand that only corporations, limited liability companies(and no other type of business entities or sole proprietorships) validly organized under applicable law are able to use any lending services we provide, and if you request such services, you represent and warrant that you are a corporation, limited liability company (and not any other business entity or sole proprietorship) validly organized under applicable law. You further represent and warrant that you will access and use all Service for business purposes only and not for personal, family, or household purposes.

AGREEMENT TO ARBITRATE. You understand that all disputes related to this Agreement are subject to the Agreement to Arbitrate as defined and detailed in Section 15, and you agree to the Agreement to Arbitrate as well as the included jury trial and class action waiver.

UPDATES AND CHANGES TO THIS AGREEMENT. Settle reserves the right to modify or change this Agreement, as well as its policies relating to the Service, at any time, in our sole discretion. Settle will post the revised version of this Agreement on our website, and will provide notice to you of material changes to this Agreement. You will be deemed to have accepted and to have agreed to any revisions or changes to this Agreement at the time of (i) your acceptance of the revised, changed, or new Agreement, or (ii) your access to or use of the Service after the effective date of the revised, changed, or new Agreement. If the revised, changed, or new Agreement is not acceptable to you, your sole and exclusive remedy will be to stop using the Service and/or to cancel your account as provided in Section 3.

1. USING THE SETTLE SERVICE

   1.1 The Service. The Service include a platform that enables business-to-business payments, the management of accounts payable and accounts receivable, and allows businesses to apply for commercial financing.

   1.2 Eligibility to Use the Service. You represent and warrant that: (a) all Authorized Users are at least 18 years of age; (b) you represent and warrant that you are a commercial enterprise and you will only use the Service for business purposes; (c) you have not previously been suspended or removed from the Service; and (d) you will provide any and all documentation as requested by Settle, included as needed to verify identity and creditworthiness.

   1.3 Third Party Service Providers. You grant to us, and Settle reserves, the right to use third parties to provide or facilitate the Service. If Settle uses third parties to provide or facilitate the Service, we will remain responsible to you for providing the Service under this Agreement.

   1.4 Updates to the Service. Settle reserves the right, from time to time, to update the Service; and/or make new applications, tools, features or functionalities available through the Service, the use of which may be contingent upon your agreement to additional terms or agreements.

   1.5 Changes to Service. Settle reserves the right to change or discontinue the Service, or certain applications, tools, features, or functionalities of the Service, for any reason at any time, in Settle’s sole discretion, without any liability to you.

   1.6 Eligibility and Setting Up Your Account.

   1.6.1 Eligibility Requirements. In order to use the Service, you must (a) be an individual of at least 18 years of age and able to form legally binding contracts under applicable law; (b) have a valid and active e-mail address; (c) use the Service on behalf of a business entity or freelancer and for business purposes only; (d) have a valid deposit account at a Settle-supported bank or payment card issued on a Settle-supported network; and (e) comply with other obligations outlined in these Terms, including but not limited to certain compliance-related restrictions. Other restrictions may apply.

   1.6.2 Creating an Account. In order to access the Service, you must create a Settle account (an “Account”). When you set up your Account, you will be required to provide us with information about yourself and your Organization and any Authorized User, which may include, but is not limited to, each Authorized User’s name, address, email address, tax identification number, and other contact or identifying information, and your Organization’s address, email address, EIN, owners, beneficial owners, and controllers, as appropriate (collectively, your “Account Information”). You agree to provide true, accurate and complete Account Information and to notify us promptly if any of your Account Information, including your email address, changes. You will ensure the security and confidentiality of your Account and will use commercially reasonable efforts to prevent unauthorized access to or use of the Service. Settle is not liable for any loss or damages caused by your failure to maintain the confidentiality of your Account credentials.

   1.6.3 Multiple Authorized Users. You may invite additional persons to transact on your account, including but not limited to, Representatives as defined in Section 1.6.4 (each, an “Authorized User”). Authorized Users are granted the right to access and use certain Service on your behalf. You are responsible for all actions and omissions of your Authorized Users. Any act or omission by any Authorized User, which, if it were an act or omission by you would be a breach of this Agreement, shall be deemed to be a breach of this Agreement by you. You will manage your Authorized Users and will promptly deactivate the Authorized User if you wish to terminate the Authorized User’s access to the Service. You shall be responsible for all costs, fees, liabilities, or damages incurred through any access to or use of the Service through your Account.

   1.6.4 Multiple Organizations. We may enable certified public accountants, bookkeepers or others (each considered a “Representative”) to utilize the Service on behalf of multiple businesses. Any Representative who enrolls in the Service represents, warrants, and covenants that it has express authority from each Settle customer on whose behalf it acts to transact through the Service using such customer’s payment methods linked to the Service and shall provide written documentation of such authority upon Settle’s request. Representatives remain fully responsible for any and all activities associated with such customers’ payment methods, including without limitation, any chargeback, reversal or return associated with a linked payment method.

   1.6.5 Privacy; Identity Authentication. Personally identifiable information (“Personal Information”) provided through the Service is governed by our Privacy Policy located at [LINK]. By using the Service, you agree to, and are bound by, the terms of Settle’s Privacy Policy which is incorporated by reference into this Agreement as if it were set forth herein in its entirety. You authorize Settle, directly or through third parties, to make any inquiries we consider necessary to verify your or your business’ identity. This may include asking you for further information, requiring you to take steps to confirm ownership of your email address, financial instruments, or information associated with your business, and verifying your Personal Information and your business’ information against third party databases or through other sources. If Settle cannot verify your or your business’ identity, Settle reserves the right to deny you use of the Service or to limit your use of your Account.

   1.6.6 Linking a Payment Method. Once you have created an Account, you may link various payment methods for use with the Service, including your depository accounts with financial institutions (each, a “Payment Account”). We may use Plaid Technologies, Inc. (“Plaid”) or Finicity Corporation (“Finicity”) to gather your data from financial institutions. By using the Service, you grant Settle and Plaid or Finicity the right, power, and authority to act on your behalf to access and transmit your personal and financial information from the relevant financial institution. You agree to your personal and financial information being transferred, stored, and processed by Plaid or Finicity in accordance with the Plaid or Finicity privacy policies, available at https://plaid.com/legal and https://www.finicity.com/privacy/, respectively. Please note that payment methods may be saved to your Account.

   1.6.7 Payment Account Verification. Upon addition of your Payment Account, your Payment Account may be verified to confirm its validity. A temporary, small authorization charge may appear on your bank statement. You authorize Settle to credit your Payment Account with two (2) different and random micro-deposits. You will be required to verify the amount of such micro-deposits once prompted through the Service in order to use the Payment Account with the Service. You also authorize Settle to debit your Payment Account for the amounts of the two (2) micro deposits.

   1.6.8 Payment Account Representations. When you add a Payment Account to your Account, you agree to the following: ( a) you own the Payment Account and have the authority to disclose the payment method information and initiate transactions to and from the Payment Account; (b) you authorize the initiation of debit or credit entries, as applicable, to the Payment Account in accordance with instructions inputted through the Service, and, if necessary, the initiation of adjustments for any transactions debited or credited in error in accordance with these Terms; (c) you acknowledge that transactions initiated from your Payment Account must comply with all applicable law; (d) your authorization will remain in effect until not later than thirty (30) days after Settle receives written notice from you of your desire to cancel such authorization; and (e) you will not use the Service for personal, family, or household purposes.

   1.6.9 Payment Account Terms. Your Payment Account is subject to existing terms imposed by the financial institution holding the Payment Account, including any relevant credit or transactional limits, credit and interest terms, and rewards programs. In its discretion Settle or Bank may impose additional requirements or restrictions on the use of your Payment Account with the Service, including limits on the size, frequency, and timing of payments sent through the Service, on a per transaction or a cumulative basis, and may change those limits at any time.

   1.6.10 Payment Restrictions. To prevent fraud and comply with legal obligations, we may ask for additional information from you and from third parties. We may put your payment or your payment method on hold for review. If you do not cooperate with our review process, your payment may be delayed or declined. We reserve the right to limit or refuse your use of a particular Payment Account for any reason in our sole discretion. We may decline to make payments or otherwise deny you use of the Service, and we may decline to explain why.

2. FEES AND PAYMENT TERMS

   2.1 Service Fees. Access to the Service, or to certain features of the Service, may require you and/or your Authorized Users to pay certain fees (individually and collectively, “Service Fees”), including but not limited to account subscription fees, transaction fees, payment processing fees, and other special services fees. Information on Service Fees can be found on the Settle website at [LINK]. You agree to pay when due all Service Fees applicable to your use of the Service. You agree that you are responsible for the full amount of applicable Service Fees for each billing cycle in which you use the Service or maintain an Account, even if you don’t use the Service during the billing cycle or use the Service for only a portion of the billing cycle. Settle reserves the right to refuse to cancel your Account if your account is not in good standing or has any overdue Service Fees.

   2.2 Changes to Service Fees. Settle reserves the right to change the Service Fees from time to time, in its sole discretion. Settle will provide advance notice of any material increase of a change in Service Fees. If the increase in Service Fees is not acceptable, your sole and exclusive remedy will be to stop using the Service and cancel your Account. By continuing to use the Service after notice of the new Service Fees, you accept all changes in Service Fees. All Service Fees are non-refundable, except in the sole discretion of Settle.

   2.3 Payment of Service Fees. You authorize Settle to use the credit or debit card you have provided to us (as updated from time to time), or the bank account associated with your Settle Account (individually and collectively, the “Billing Account”) to automatically charge you in U.S. dollars for the Service Fees applicable to your Settle Account or your use of the Service, plus any applicable taxes. You make the same representations and warranties to us with respect to the Billing Account as you do with respect to the Payment Account in Section 1.6.8. If Settle is unable to charge the Billing Account for any reason, you authorize Settle to charge any Payment Account for the Service Fees. If Settle is unable to collect the Service Fees from your Billing Account or Payment Account, you will pay all past due Service Fees and taxes within ten (10) business days of notice of non-payment from Settle. Settle will be entitled to reimbursement for the reasonable costs of collection of all overdue Service Fees, including reasonable attorneys’ fees and expenses.

   2.4 Taxes. You are responsible for all, if any, applicable taxes arising from your use of the Service. You are furthermore responsible for all fees, fines, penalties and other liability incurred by Settle, yourself, or a third party caused by or arising out of your breach of this Agreement, and/or your use of the Service. You agree to reimburse Settle or a third party for any and all such liability.

   2.5 Collection of Funds Owed. In the event you are liable for any amounts owed to Settle or the Bank, including for payments forwarded to payees for which the associated funding transaction is charged back, reversed or returned, you authorize Settle (on its own behalf and on behalf of the Bank) to collect such amounts from your Billing Account, Payment Account, or other available payment methods. If you do not have sufficient funds available to fulfill such payment, Settle (on its own behalf and on behalf of the Bank) may engage in collection efforts and/or other legal actions to recover such amounts from you.

   2.6 Inactive Accounts. If your Settle Account becomes inactive because you do not process a payment for an extended period of time (or otherwise use the applicable Service) or because you have not linked a valid bank account, Settle reserves the right to render your Account inactive and suspend your ability to use the Service.

3. DEACTIVATING A USER OR CANCELING YOUR SETTLE ACCOUNT

   3.1 Your Right to Cancel. You may request to deactivate an Authorized User or cancel your Settle Account at any time by submitting a request through your Settle Account and paying any applicable remaining Service Fees, and/or other charges accrued up to the effective date of cancellation.

   3.2 Effective Date of Cancellation: Subscription Accounts. This section applies if you have a monthly subscription to use the Service (a “Subscription Account”). When you request to cancel your Subscription Account, the cancellation will be effective on the last day of the then-current billing cycle for your Subscription Account, if there are no pending payments on the Settle Account or if all pending payments will be posted and completed before the end of that billing cycle. If there are pending payments that will not be posted and completed by the last day of the billing cycle in which you request to cancel your Subscription Account, the account cancellation will be effective on the last day of the next billing cycle. Settle reserves the right to void any payments that have not been processed and paid on or before the effective date of account cancellation, without any liability to you. You will be responsible for all Service Fees that accrue up to the effective date of cancellation.

   3.3 Effective Date of Cancellation: Non-Subscription Accounts. If You do not have a Subscription Account with Settle, your request to cancel your Settle Account will be effective on (i) the date the request is processed, (ii) the date on which the last requested payment is posted and completed, or (iii) the date all amounts due and owing, including any fees, for any Service, are paid in full, whichever is latest. You will be responsible for all Service Fees, costs, expenses, and other fees, as applicable, that accrue up to the effective date of cancellation.

   3.4 Your Documents. If you cancel your Settle Account, Settle may maintain copies of any information or data that you upload to or create in the Service, such as your Authorized User data, bills, and documents, as required or permitted by law, this Agreement, or our Privacy Policy.

4. ACCOUNT SECURITY

   4.1 Authorized User Account Creation and Login Credentials. To use the Service, you may be required to register a Settle Account and/or to enroll as an Authorized User. Authorized Users may be asked to create a strong password and provide a device on which to receive a multi-factor authentication code, one-time password or similar authentication token or mechanism (collectively, the Authorized User’s “Login Credentials ”). You are responsible for securing, safeguarding, and maintaining the confidentiality of Login Credentials. To the extent allowed by law, the Organization accepts responsibility for all access to and activities on your Account and all transactions that result from such access and activities authenticated through Authorized User Login Credentials, without regard to whether (a) such access and activities were authorized or not, or (b) an Authorized User allows, whether through action or inaction, a person to gain access to Login Credentials, with or without permission.

   4.2 Commercially Reasonable Security Procedures. You acknowledge and agree that Settle’s security procedures as described in this Agreement are a commercially reasonable method of verifying your identity and payment instructions, providing security against unauthorized payment instructions and fraud, and protecting your Account.

   4.3 Lost, Stolen or Compromised Account or Login Credentials. You agree to immediately notify Settle if you believe or suspect that your Settle Account has been compromised or accessed without authorization, or that any Authorized User Login Credentials have been lost, stolen or compromised, or that someone has attempted or may attempt to make or request payments through your account without authorization.

   4.4 To the extent allowed by law, you agree to be bound by all payment instructions or transactions initiated in compliance with Settle’s security procedures and this Agreement, whether or not authorized. You agree that you will be liable for all losses or payments resulting from the theft, loss, compromise, or unauthorized use of your Settle Account or Authorized User Login Credentials, unless (i) you have notified Settle of possible theft, loss, compromise or unauthorized use immediately upon discovery, and (ii) we have had a reasonable opportunity to act on that notice. You will also be responsible for any losses or unauthorized payments resulting from any compromise of your systems. You agree that you will be responsible and liable for payments or transfers containing inaccurate instructions or other errors, unless limited by law. Upon your timely report, we may, in our sole discretion, use good faith measures to attempt to reverse and recover any unauthorized or erroneous payments or transfers on your behalf, but Settle will have no responsibility, obligation, or liability in relation to such payments or transfers or any reversal or recovery attempts.

   4.5 Access through Third Party Platforms. If Authorized Users choose to access your Account through a third party platform, you are responsible for ensuring that the third party platform and its login protocol are sufficiently secure to protect Authorized User Login Credentials and your Settle Account, and you accept full responsibility and liability if access through the third party platform leads to the compromise of Authorized User Login Credentials or your Settle Account.

5. RESPONSIBILITY FOR COMPLIANCE WITH EMPLOYMENT LAW

   To the extent that you use Settle to issue checks or payments to independent contractors, you expressly acknowledge and agree that you (not Settle and not the Bank) are responsible for compliance with all wage and hour laws, and all applicable laws regulating the time, place, and manner of payments for their service. Settle and the Bank provides a means for making payments. However, you (not Settle and not the Bank) are responsible for complying with all laws pertaining to the classification of independent contractors and payment for their services. You represent and warrant that any funds directed to independent contractors is for services rendered for business purposes only.

6. ACCEPTABLE USE

   6.1 Acceptable Use Policy. You will not, and will ensure that Authorized Users do not, use the Service in connection with any activity, business or industry prohibited under these Terms and this Agreement. Settle reserves the right, in its sole discretion, to update or change its policies at any time. You are solely responsible for ensuring that your and any Authorized Users’ use of the Service complies with this Agreement.

   6.2 Service for Authorized and Lawful Purposes Only. You agree that you will, and will ensure that Authorized Users will, use the Service only as permitted by applicable law and solely for authorized purposes, consistent with this Agreement. You will not, and you will not allow any Authorized User or third party, to:

   • Access, monitor, or attempt to access or monitor any of Settle’s materials, systems, programs, or data that are not available for your or public use, or in any way not expressly permitted under this Agreement;

   • Copy, reproduce, republish, upload, post, transmit, or distribute in any way material or content from the Service;

   • Work around any technical limitations in the Service, or decompile, disassemble, or otherwise reverse engineer the Service;

   • Perform or attempt to perform any actions that could interfere with the proper operation of the Service, prevent access to or use of the Service by Settle’s other licensees or users, or impose an unreasonable or disproportionately large load on Settle’s infrastructure;

   • Intentionally distribute malware, viruses, worms, Trojan horses, corrupted files, spyware, adware, or other items of a destructive or deceptive nature through the Service;

   • Perform any fraudulent activity, including but not limited to impersonating any person or entity, claiming a false affiliation accessing any other Service account without permission, or falsifying or misrepresenting your information;

   • Export or use the Service in a manner, which may be subject to export restrictions imposed by US law;

   • Upload any harmful, obscene, abusive or offensive language through the Service;

   • Use or alter any intellectual property of Settle, except as permitted under this Agreement;

   • Transfer or assign the rights granted to you under this Agreement;

   • Otherwise use the Service except as expressly allowed under this Agreement; or

   • Take any action detrimental to our provision of the Service, including (i) the provision of outdated, false, inaccurate, or incomplete information; (ii) allowing other individuals to access or use your Account; (iii) using an anonymizing proxy; (iv) using the Service in a manner that results in or may result in complaints, disputes, claims, chargebacks, fees, fines, penalties and other liability to Settle, a third party, or you; (v) facilitating viruses, Trojan horses, worms or other computer programming routines that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or Information; (vi) using any robot, spider, other automatic device, or manual process to access, monitor or copy our website without our prior written permission; ( vii) using any device, software or routine to bypass our robot exclusion headers, or interfere or attempt to interfere, with our website or the Service; (viii) taking any action that may cause us to lose any of the services provided by our third-party service providers, payment processors, or other suppliers; or (ix) reselling, re-skinning, or otherwise distributing our Service.

   6.3 Restricted Activities and Prohibited Payments. You acknowledge and agree that you will not use, or allow a third party to use, the Service for (i) the payment or financing not in direct exchange for a rendered good or service, or other business purpose as permitted under these Terms, this Agreement, or other agreements you have with Settle, or ( ii) any of the businesses or activities listed in the Prohibited Business and Payments Schedule.

   6.3.1 You may not use, or allow a third party or Authorized User to use, the Service for the payment of, financing of, or the offering of services, in or related to, any of the activities or businesses listed on the Prohibited Business Schedule, which may be updated from time to time by Settle in its sole discretion.

   6.3.2 Not a “Business Associate” under HIPAA. You acknowledge and agree that Settle is not, and will not at any time be, a “business associate” of any user of the Service, including you, for the purposes of The Health Insurance Portability and Accountability Act of 1996, as amended (“HIPAA”). You agree that you will not send or transmit any electronic “Protected Health Information” (“ePHI”, as defined in HIPAA) to Settle or otherwise in any manner through the Service. You are solely responsible for ensuring that your use of the Service complies with all applicable laws and regulations, including HIPAA. If we become aware that you have sent or transmitted ePHI in any manner through the Service in violation of this Agreement, we may delete the ePHI without any liability or notice to you, and you agree to pay any costs or fees associated with that ePHI deletion.

   6.4 No Marketing. If Settle provides you with information about another user of the Service, you acknowledge and agree that you will not use the information for any purpose other than the purpose for which the information is provided to you. You may not disclose, sell, rent, or distribute another user’s information for any purpose unrelated to your use of the Service. You may not use the information for marketing purposes unless you separately obtain the appropriate consent of the specific user to do so.

7. ANTI-MONEY LAUNDERING, OFAC, AND KNOW YOUR CUSTOMER

   The Service may be governed by rules of payment networks used to process such payments, OFAC regulations, and/or anti-money laundering regulations. You may be asked to provide information requested for purposes of provision of the Service in compliance with applicable laws and regulation and may be used in conjunction with other information we have in connection with your use of the Service, including, but not limited to, your name, address, date of birth, identification documents, and other information that will allow us to identify you, as well as business-related documents.

   7.1 No Office of Foreign Assets Control (“OFAC”) Sanctions. You represent and warrant that (i) you are not located in a country that is subject to U.S. Government sanctions, embargos, or that has been designated by the U.S. Government as a Specially Designated National (SDN) or “terrorist supporting” country; (ii) you are not listed on any U.S. Government list of prohibited or restricted parties, such as the Specially Designated National and Blocked Persons List, and (iii) no person from or to whom you receive or make payments using the Service is subject to OFAC sanctions.

   7.2 Verification Required. We reserve the right to refuse to allow you or any of your Authorized Users, payees, or customers to use or participate in the Service if we are unable to obtain or verify information relating to identity or financial condition, including of your representatives or beneficial owners. Notwithstanding any steps that we take to verify the information provided to us, you represent and warrant that all information you provide is complete, truthful, accurate, and up-to-date.

   7.3 Review of Accounts and Payments. You grant to us, and Settle reserves the right, to review or place on hold any Settle Account or any payment requested through the Service for any reason, including but not limited to credit and fraud risk or failure to comply with applicable laws, such as anti-money laundering regulations, combating terrorist financing laws, and OFAC sanctions. In our sole discretion, Settle may place a hold on a payment for as long as reasonably necessary to conduct an appropriate inquiry regarding the payment, a Settle Account, the Organization, any Authorized User, individual, or representative associated with the Organization, its customer or payee, as applicable, or any related facts or circumstances. Depending on the results of this review, Settle reserves the right to take any appropriate action, including canceling the payment, reversing the payment, or continuing to hold the payment pending instructions from a government agency.

   7.4 Reports. You acknowledge that we may make, or provide documentation to the Bank or other third party servicer to make, appropriate reports regarding payments made through the Service, including but not limited to financial institutions, regulators, tax agencies and law enforcement authorities, as required or permitted by law, and we will cooperate with the appropriate authorities in any resulting investigation or prosecution.

8. NO ASSIGNMENT OR TRANSFER.

   You may not assign or transfer the Agreement, in whole or in part, without Settle’s written consent. Any attempted assignment or transfer in violation of this Section or this Agreement will be null and void. Settle may assign its rights or delegate its obligations hereunder without your consent. Subject to these restrictions, the Agreement will inure to the benefit of the successors and permitted assigns of the parties.

9. RIGHTS WE GRANT TO YOU

   9.1 License We Grant to You. Subject to this Agreement, including payment of all Service Fees, Settle grants you a limited, non-exclusive, non-transferable license to access and use the Service, and allow Authorized Users to access and use the Service solely for your own internal business purposes and for so long as you are authorized by Settle to access and use the Service. You acknowledge and agree that if you are in violation of this Agreement, Settle may, in its sole discretion and without notice to you, immediately suspend or terminate your right to access and use the Service.

   9.2 Reservation of Rights by Settle. Settle reserves and retains all rights in the Service not expressly granted to you in this Agreement. The Service is protected by copyright, trade secret, and other intellectual property laws. Settle and its licensors, if any, own the title, copyright, and other worldwide intellectual property rights in the Service. Except as expressly set for herein, this Agreement does not give you any rights in Settle’s or its licensors’ intellectual property, including its trademarks or service marks.

10. RIGHTS YOU GRANT TO US

    10.1 Right to Refuse to Make Payment. You grant to us and the Bank, and Settle and the Bank reserves the right, to limit or to refuse to make, process or issue any payment initiated or requested through the Service, in our reasonable discretion, without any liability to you. Settle will use commercially reasonable efforts to provide notice promptly if we or the Bank decide to limit or to refuse to make, process or issue a payment. This notification is not required if the payment is prohibited by law or this Agreement.

    10.2 Transaction Limits. When you use the Service, we reserve the right, in our sole discretion, to impose limits on the amount of money sent or received through the Service, on a per transaction or a cumulative basis, and to change those limits at any time, without any liability to you. If we impose or change such limits, we will use commercially reasonable efforts to provide notice to you, but will not be required to do so.

    10.3 Right of Set Off. To the extent permitted by law, you grant to us the right to apply or set off any money or credit balance in which you have an interest and which is in our possession, custody or control, in satisfaction of any amounts or liabilities that you owe to us under this Agreement or otherwise.

    10.4 Account Termination. Settle reserves the right to suspend or terminate your Settle Account or your access to the Service at any time, for any reason (including for a violation of this Agreement, reversal of any payment, the failure to pay applicable Service Fees, or inactivity), in our reasonable discretion, without any liability to you. If we suspend or terminate your account or access to the Service, we will use commercially reasonable efforts to provide notice to you, but will not be required to do so.

    10.5 Marketing. To the extent permitted by law, you agree that Settle may list or identify you as a customer of Settle, including through the use of your brand or logo, for our marketing or promotional purposes. You may revoke this consent at any time by changing your account profile settings, if applicable, or by contacting Settle.

    10.6 Right to Contact You. As permitted by law, your use of or interaction with the Service constitutes your consent to receive informational calls and text messages from Settle at any telephone number provided to us in connection with your Settle Account. We may place these calls or texts for any purpose consistent with this Agreement or our Privacy Policy, including to provide multi-factor authentication or a one-time password, notify you regarding your account, help you with your Settle account, or resolve a dispute. Standard rates and text charges may apply. You can opt out of receiving calls from Settle at any time by contacting Settle.

    10.7 Recording of Telephone Calls. You understand and agree that Settle may, in its sole discretion, itself or using a third party service, monitor any telephone calls between you and its employees, contractors or agents for purposes of quality control and for Settle’s own protection. If you do not consent to the recording of telephone calls by Settle, your only remedy is to not engage with Settle by means of a telephone call.

    10.8 Feedback. If you give to Settle any idea, proposal, suggestion, or feedback, including, without limitation, ideas for new products, technologies, promotions, product names, product feedback, and product improvements (“Feedback”), you give to Settle, without charge, royalties, or other obligation to you, the right to make, have made, create derivative works, use, share, and commercialize your Feedback in any way and for any purpose. Settle will treat any Feedback you provide to us as non-confidential and non-proprietary. You agree that you will not submit to Settle any information or ideas that you consider to be confidential or proprietary.

11. USER DATA

    11.1 Settle’s Access to User Data. If you upload, store, share, or otherwise process documents, information, data and other content (“User Data”) in connection with the Service or sync User Data from your accounting software to the Service, you consent to Settle’s access and processing of User Data in accordance with our Privacy Policy, this Agreement, the settings on your Settle Account, or the features of the Service you elect to use. Settle reserves the right to remove or delete User Data from the Service for any reason, including if the User Data violates this Agreement or applicable law, in Settle’s reasonable discretion, without any liability to you. Except as otherwise provided in this Agreement, we do not claim ownership of any User Data.

    11.2 No Monitoring. You acknowledge and agree that Settle has no responsibility to monitor or police your use of the Service, including but not limited to communications, information or data transmitted through the Service, such as User Data, and Settle will not be responsible for the content of any such communications, data, or transmissions. However, Settle reserves the right, at all times, to review, retain, and disclose any such information as necessary to ensure compliance with this Agreement or as required or permitted by law.

    11.3 Settle Access to Technical Data. You agree that Settle may collect and use technical data and related information (including but not limited to information about your device, system and application software, and peripherals), to provide you with the Service, product support, risk and fraud management and other services related to the Service, and to track and report your activity inside of the Service. You understand that Settle may also use aggregated and anonymized such technical data and related information for analytics purposes. Please see our Privacy Policy [LINK] for more details on how Settle collects, uses, shares and protects your information.

    11.4 No Liability. Subject to our Privacy Policy, you agree that Settle will have no responsibility or liability with respect to any User Data that you request or choose to have processed, transmitted, disclosed, or stored in connection with the Service, including with respect to any User Data that your request to have deleted from the Service, other than as provided under this Agreement.

12. WARRANTY AND DISCLAIMER

    THE SERVICE IS PROVIDED “AS-IS” WITHOUT ANY WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT. YOU ASSUME ALL RISK AS TO THE RESULTS AND PERFORMANCE OF THE SERVICE AND YOUR DEALING WITH ANY OTHER SERVICE USER. SETTLE DOES NOT WARRANT THAT THE SERVICE ARE COMPLETELY SECURE OR IS FREE FROM BUGS, INTERRUPTIONS, ERRORS, OR OTHER PROGRAM LIMITATIONS, OR THAT ALL ERRORS WILL BE CORRECTED. SETTLE FURTHER DISCLAIMS ANY AND ALL WARRANTIES ARISING FROM THE COURSE OF DEALING OR USAGE OF TRADE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM SETTLE OR ELSEWHERE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT. YOU UNDERSTAND AND AGREE THAT YOU USE THE SERVICE, AND USE, ACCESS, DOWNLOAD, OR OTHERWISE OBTAIN MATERIALS OR CONTENT THROUGH THE SERVICE AND ANY ASSOCIATED SITES OR SERVICES, AT YOUR OWN DISCRETION AND RISK, AND THAT YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM OR MOBILE DEVICE USED IN CONNECTION WITH THE SERVICE), OR THE LOSS OF DATA THAT RESULTS FROM THE USE OF THE SERVICE OR THE DOWNLOAD OR USE OF THAT MATERIAL OR CONTENT.

13. THIRD-PARTY SERVICES, WEBSITES, AND PRODUCTS

    Through the Service, you may directly or indirectly access third-party websites, databases, networks, servers, information, software, programs, systems, directories, applications, or products or services (“Third-Party Services”). If you decide to use Third-Party Services, you will be responsible for reviewing and understanding the terms and conditions for these services. We are not responsible or liable for the performance of any Third-Party Services. The Service may contain links to third party websites. Your browsing and interaction on a third party website, including those that have a link in the Service is subject to that website’s own terms, rules and policies. Such third-party websites are not governed by this Agreement. You access any such website at your own risk. We expressly disclaim any liability for these websites. When you use a link to go from the Service to a third-party website, our Privacy Policy is no longer in effect.

    13.1 No Control Over Third-Party Services. Settle does not have or maintain any control over Third-Party Services, and is not responsible for their content, operation, or use. By linking or otherwise displaying information from or providing access to any Third-Party Services, Settle does not give any representation, warranty or endorsement, express or implied, with respect to the legality, accuracy, quality, or authenticity of content, information, or services provided by those Third-Party Services.

    13.2 Terms of Third-Party Services and Disputes. Third-Party Services may have their own terms of use, licenses or privacy policies, and may have different practices and requirements from Settle. You are solely responsible for reviewing any terms of use, privacy policies or other terms governing your use of these Third-Party Services, which you use at your own risk. You are advised to make reasonable inquiries and investigations before entering into any transaction, financial or otherwise, and whether online or offline, with any third party related to any Third-Party Services. Further, you agree to resolve any disagreement between you and a third party regarding the terms and conditions of any Third-Party Services with that third party directly in accordance with the terms and conditions of that relationship.

    13.3 Disclaimer of Liability for Third-Party Services. You are solely responsible for taking the precautions necessary to protect yourself from fraud when using Third-Party Services, and to protect your computer systems from viruses, worms, Trojan horses, and other harmful or destructive content and material that may be included on or may emanate from any Third-Party Services. Settle disclaims any and all responsibility or liability for any harm resulting from your use of Third-Party Services, and you irrevocably waive any claim against Settle with respect to the content or operation of any Third-Party Services.

    13.4 Synching Settle with Your Accounting Software. If you choose to synchronize your Settle Account and our accounting software, you understand and agree that you are solely responsible, and Settle is not responsible, for the information and data that you choose to synchronize and share between your Settle Account and your accounting software. If you choose to link your Settle Account to your accounting software, you are making a determination that the accounting software is sufficiently secure to protect your Settle Account. When you use third party accounting software, you understand and agree that use is subject to the terms of service and privacy policy of the software provider.

    13.5 Third Party Disputes. SETTLE IS NOT AFFILIATED WITH ANY OTHER SETTLE USER, CARRIER, SERVICE PROVIDER, OR THIRD-PARTY SERVICE, AND ANY DISPUTE YOU HAVE WITH ANY OTHER SETTLE USER, CARRIER, SERVICE PROVIDER, THIRD-PARTY SERVICE, OR OTHER THIRD PARTY ARISING FROM YOUR USE OF THE SERVICE, INCLUDING, WITHOUT LIMITATION, A USER’S EMPLOYER, IS DIRECTLY BETWEEN THE USER AND SUCH THIRD PARTY, AND YOU IRREVOCABLY RELEASE SETTLE (AND OUR OFFICERS, DIRECTORS, AGENTS, SUBSIDIARIES, JOINT VENTURES, AND EMPLOYEES) FROM ANY AND ALL CLAIMS, DEMANDS AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES. SETTLE WILL NOT, AND WILL NOT ATTEMPT, TO REVERSE OR OTHERWISE RECOVER ANY PAYMENT OR TRANSACTION THAT IS SUBJECT TO A BONA FIDE DISPUTE.

14. LIMITATION OF LIABILITY

    IN NO EVENT SHALL SETTLE BE LIABLE TO YOU, ANY AUTHORIZED USER, OR ANY THIRD PARTY IN CONNECTION WITH THIS AGREEMENT OR THE SERVICE, FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF INCOME, DATA, PROFITS, REVENUE OR BUSINESS INTERRUPTION, OR COST OF SUBSTITUTE SERVICES, OR OTHER ECONOMIC LOSS, WHETHER OR NOT SETTLE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND WHETHER ANY CLAIM FOR RECOVERY IS BASED ON THEORIES OF CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY) OR OTHERWISE. SETTLE WILL NOT BE LIABLE FOR ATTORNEYS’ FEES, EXCEPT AS REQUIRED BY LAW.

    NOTWITHSTANDING ANY OTHER PROVISIONS OF THIS AGREEMENT, IN NO EVENT SHALL SETTLE’S AGGREGATE LIABILITY TO YOU, ANY AUTHORIZED USER, OR ANY THIRD PARTY IN CONNECTION WITH THIS AGREEMENT OR THE SERVICE EXCEED THE TOTAL SERVICE FEES PAID BY YOU TO SETTLE IN THE TWELVE MONTH PERIOD PRECEDING THE EVENT(S) THAT GAVE RISE TO SUCH LIABILITY, OR ONE HUNDRED USD ($100.00), WHICHEVER IS LESS, REGARDLESS OF THE FORM OR THEORY OF THE CLAIM OR ACTION.

    Each provision of this Agreement that provides for a limitation of liability, disclaimer of warranties, or exclusion of damages is intended to and does allocate the risks between the parties under this Agreement. Each of these provisions is severable and independent of all other provisions of this Agreement. All limitations of liability, disclaimers of warranties, and exclusions of consequential damages or other damages or remedies will remain fully valid, effective and enforceable in accordance with their respective terms, even under circumstances that cause an exclusive remedy to fail of its essential purpose. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF DAMAGES, LIABILITY OR CERTAIN WARRANTIES IN CERTAIN CIRCUMSTANCES. ACCORDINGLY, SOME OF THESE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY.

15. AGREEMENT TO ARBITRATE

    15.1 Effect of Provision. Unless prohibited by applicable law, you and we agree that you or we may elect to require arbitration of any Claim under this Section 15 (the “Provision” and/or the “Agreement to Arbitrate”).

    15.2 Certain Definitions. As used in this Provision, the following terms have the following meanings:

    15.2.1 “Settle-Related Party” means: (A) all of the parent companies, subsidiaries and affiliates of Settle; and (B) the employees, directors, officers, shareholders, governors, managers and members of Settle or any Settle-Related Party. “Settle-Related Party” also includes third parties that you bring a Claim against at the same time you bring a Claim against us or any Settle-Related Party. Solely as used in this Provision, the terms “we,” “us” and “our” include all Settle-Related Parties.

    15.2.2 “Claim” means any claim, dispute or controversy between you and us that arises from or relates in any way to this Agreement or any agreement under which we extend credit to you (including any amendment, modification or extension of this Agreement or these agreements); any marketing, advertising, solicitations and conduct relating to an application or request for credit; our collection of any amounts owed or claimed to be owed under a credit agreement; or the disclosure of or failure to protect any information about you. “Claim” is to be given the broadest reasonable meaning and includes claims of every kind and nature, including but not limited to, initial claims, counterclaims, cross-claims and third-party claims, and claims based on constitution, statute, regulation, ordinance, common law rule (including rules relating to contracts, torts, negligence, fraud or other intentional wrongs) and equity. It includes disputes that seek relief of any type, including damages and/or injunctive, declaratory or other equitable relief. Despite the foregoing, “Claim” does not include any individual action brought by you in small claims court or your equivalent state court, unless such action is transferred, removed, or appealed to a different court. In addition, except as set forth in the immediately following sentence, “Claim” does not include disputes about the validity, enforceability, coverage or scope of this Provision or any part thereof (including, without limitation, subsections 15.6(iii), 15.6(iv) and/or 15.6(v) (together, the “Class Action and Multi-Party Claim Waiver”), 15.10(ii) and/or this sentence); all such disputes are for a court and not an arbitrator to decide. However, any dispute or argument that concerns the validity or enforceability of this Agreement as a whole is for the arbitrator, not a court, to decide.

    15.2.3 “Proceeding” means any judicial or arbitration proceeding regarding any Claim. “Complaining Party” means the party who threatens or asserts a Claim in any Proceeding and “Defending Party” means the party that is a subject of any threatened or actual Claim. “Claim Notice” means written notice of a Claim from a Complaining Party to a Defending Party.

    15.3 Arbitration Election; Administrator; Arbitration Rules.

    15.3.1 The Complaining Party may commence the Proceeding either as a lawsuit or an arbitration by following the appropriate filing procedures for the court or the arbitration administrator (the “Administrator”). If a lawsuit is filed, the Defending Party may elect to demand arbitration under this Provision of the Claim(s) asserted in the lawsuit. If the Complaining Party initially asserts a Claim in a lawsuit on an individual basis but then seeks to assert the Claim on a class, representative or multi-party basis, the Defending Party may then elect to demand arbitration. A demand to arbitrate a Claim may be given in papers or motions in a lawsuit.

    15.3.2 Any arbitration Proceeding shall be conducted pursuant to this Provision and the applicable rules of the Administrator in effect at the time the arbitration is commenced. The Administrator will be the American Arbitration Association (“AAA”), 1633 Broadway, 10th Floor, New York, NY 10019, www.adr.org.; JAMS, 620 Eighth Avenue, 34th Floor, New York, NY 10018, www.jamsadr.org; or any other company (if selected by mutual agreement of the parties). The party initiating an arbitration will select the Administrator. If both AAA and JAMS cannot or will not serve and the parties are unable to select an Administrator by mutual consent, the Administrator will be selected by a court. Notwithstanding any language in this Provision to the contrary, no arbitration initiated on a class basis may be administered, without the consent of all parties to the arbitration, by any Administrator that has in place a formal or informal policy that is inconsistent with the Class Action and Multi-Party Claim Waiver. The arbitrator will be selected under the Administrator’s rules, except that the arbitrator must be a lawyer with at least ten years of experience or a retired judge unless the parties agree otherwise.

    15.4 Non-Waiver. Even if all parties have elected to litigate a Claim in court, you or we may elect arbitration with respect to any Claim made by a new party or any new Claim asserted in that lawsuit (including a Claim initially asserted on an individual basis but modified to be asserted on a class, representative or multi-party basis), and nothing in that litigation shall constitute a waiver of any rights under this Provision. This Provision will apply to all Claims, even if the facts and circumstances giving rise to the Claims existed before the effective date of this Provision.

    15.5 Location And Costs. The arbitrator may decide that an in-person hearing is unnecessary and that he or she can resolve a Claim based on the papers submitted by the parties and/or through a telephone hearing. However, any arbitration hearing that you attend will take place in a location reasonably convenient to you. We will pay any arbitration and/or attorney’s fees and costs we are required by law to pay or that we must pay in order for this Provision to be enforced. Notwithstanding any language in this Provision to the contrary, if the arbitrator finds that any Claim or defense is frivolous or asserted for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the arbitrator may award attorneys’ and other fees related to such Claim or defense to the injured party so long as such power does not impair the enforceability of this Provision.

    15.6 No Class Actions Or Similar Proceedings; Special Features Of Arbitration. IF ANY PARTY ELECTS TO ARBITRATE A CLAIM, NO PARTY WILL HAVE THE RIGHT TO: (i) HAVE A COURT OR A JURY DECIDE THE CLAIM; (ii) OBTAIN INFORMATION PRIOR TO THE HEARING TO THE SAME EXTENT THAT SUCH PARTY COULD IN COURT; (iii) PARTICIPATE IN A CLASS ACTION IN COURT OR IN ARBITRATION, EITHER AS A CLASS REPRESENTATIVE, CLASS MEMBER OR CLASS OPPONENT; (iv) ACT AS A PRIVATE ATTORNEY GENERAL IN COURT OR IN ARBITRATION; OR (v) JOIN OR CONSOLIDATE CLAIM(S) INVOLVING YOU WITH CLAIMS INVOLVING ANOTHER PARTY THAT HAS OBTAINED SERVICE(S) FROM US. THE RIGHT TO APPEAL IS MORE LIMITED IN ARBITRATION THAN IN COURT. OTHER RIGHTS THAT YOU WOULD HAVE IF YOU WENT TO COURT MAY ALSO NOT BE AVAILABLE IN ARBITRATION.

    15.7 Getting Information. In addition to the parties’ rights under the Administrator’s rules to obtain information prior to the hearing, any party may ask the arbitrator for more information from the other party. The arbitrator will decide the issue in his or her sole discretion, after allowing the other party the opportunity to object.

    15.8 Effect Of Arbitration Award. Any court with jurisdiction may enter judgment upon the arbitrator’s award. The arbitrator’s award will be final and binding, except for: (i) any appeal right under the Federal Arbitration Act ( the “FAA”); and (ii) Claims involving more than $50,000 (including Claims that may reasonably require injunctive relief costing more than $50,000). For Claims involving more than $50,000, any party may appeal the award to a three-arbitrator panel appointed by the Administrator, which will reconsider from inception any aspect of the initial award that is appealed. The panel’s decision will be final and binding, except for any appeal right under the FAA. Costs in connection with any such appeal will be borne in accordance with subsection 15.5 of this Provision.

    15.9 Governing Law. This Agreement involves interstate commerce. Accordingly, this Provision shall be governed by the FAA and not federal or state rules of civil procedure or evidence or any state laws that pertain specifically to arbitration. The arbitrator is bound by the terms of this Provision. The arbitrator shall follow applicable substantive law to the extent consistent with the FAA, applicable statutes of limitation and applicable privilege rules, and shall be authorized to award all remedies available in an individual lawsuit under applicable substantive law, including, without limitation, compensatory, statutory and punitive damages (which shall be governed by the constitutional standards applicable in judicial proceedings), declaratory, injunctive and other equitable relief, and attorneys’ fees and costs. The arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based.

    15.10 Survival, Severability, Primacy.

    15.10.1 In the event of any conflict or inconsistency between this Provision and the Administrator’s rules or the rest of this Agreement, this Provision will govern. This Provision shall survive the full payment of any amounts due under this Agreement; any rescission or cancellation of this Agreement; any exercise of a self-help remedy; our sale or transfer of this Agreement or our rights under this Agreement; any legal proceeding by us to collect a debt owed by you; and your or our bankruptcy.

    15.10.2 If any portion of this Provision cannot be enforced, the rest of this Provision will continue to apply, except that: (A) if a court rules that the arbitrator may decide a Claim on a class or other representative basis and the court’s ruling is not reversed on appeal, only this sentence will apply and the remainder of this Provision will be void; and (B) if a party brings a Claim seeking public injunctive relief and a court determines that the restrictions in this Provision prohibiting the arbitrator from awarding relief on behalf of third parties are unenforceable with respect to such Claim (and that determination becomes final after all appeals have been exhausted), the Claim for public injunctive relief will be determined in court and any individual Claims will be arbitrated. In such a case the parties agree to request that the court stay the Claim for public injunctive relief until the arbitration award pertaining to individual relief has been entered in court. In no event will a Claim for class relief or public injunctive relief be arbitrated.

16. GOVERNING LAW; CHOICE OF FORUM

    Subject to the Agreement to Arbitrate in Section 15, the law of the State of New York shall govern all matters arising out of, in connection with or relating to this Agreement, without reference to conflict of law provisions, and the Parties agree that the state or federal courts located in New York County, New York shall be the exclusive venue for all claims filed in court. No claim may be brought in any other jurisdiction except as provided in accordance with other agreements you may have with Settle. NO CLAIM FILED IN COURT WILL BE HEARD BY A JURY AND ANY CLAIM WILL TAKE PLACE ON AN INDIVIDUAL BASIS; CLASS ACTIONS ARE NOT PERMITTED. NO COURT MAY ORDER, PERMIT OR CERTIFY A CLASS ACTION, REPRESENTATIVE ACTION, PRIVATE ATTORNEY-GENERAL LITIGATION OR CONSOLIDATED ACTION. NO COURT MAY ORDER OR PERMIT A JOINDER OF PARTIES, UNLESS ALL PARTIES CONSENT TO SUCH JOINDER IN WRITING.

17. INDEMNITY

    You agree to defend, indemnify, and hold harmless Settle and its officers, directors, employees, consultants, affiliates, subsidiaries and agents from and against every claim, liability, damage, loss, and expense, including reasonable attorneys’ fees and costs, arising out of or in any way connected with: (a) your violation of any portion of this Agreement, or any applicable law or regulation; (b) your violation of any third-party right, including any intellectual property right, or publicity, confidentiality, other property or privacy right; (c) any dispute or issue between you and any third party; or (d) any other person’s access and use the Service with Authorized User Login Credentials; or (e) your or an Authorized User’s access to or use of the Service. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (without limiting your indemnification obligations with respect to that matter), and in that case, you agree to cooperate with our defense of that claim.

18. GENERAL

    18.1 Compliance with Laws. You agree to comply with all applicable laws and regulations with respect to the Service and your use of the Service, including without limitation any export laws and regulations of the United States.

    18.2 Complete Agreement and Survival. This Agreement together with any other Settle documents, policies, schedules, and/or agreements referenced herein sets forth the entire understanding between you and Settle with respect to the Service. The following sections of this Agreement and all other terms which by their nature should survive, will survive the termination of this Agreement: 14 (Limitation of Liability), 15 (Agreement to Arbitrate), 16 (Governing Law; Choice of Forum), 17 (Indemnity), and 18 (General). Except as set forth in Section 15 (Agreement to Arbitrate), if any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced.

    18.3 Intellectual Property. “Settle”, and all logos related to Settle, are either trademarks or registered trademarks of Settle or its licensors. You may not copy, imitate or use them without Settle’s prior written consent. In addition, all page headers, custom graphics, button icons, and scripts are service marks, trademarks, and/or trade dress of Settle. You may not copy, imitate, or use them without our prior written consent. All right, title and interest in and to the Settle website, any content thereon, the Service, the technology related to the Service, and any and all technology and any content created or derived from any of the foregoing, is the exclusive property of Settle and its licensors.

    18.4 Force Majeure. Neither Settle nor the Bank shall be liable for any issues or delayed performance caused by circumstances beyond Settle’s or the Bank’s reasonable control, including without limitation, acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, war, epidemics or pandemics, strikes or other labor problems, service provider failures or delays.

    18.5 Assignment. You may not transfer or assign any rights or obligations you have under this Agreement without Settle’s prior written consent. Settle reserves the right to transfer or assign this Agreement or any right or obligation under this Agreement at any time.

    18.6 Severability. If any provision of this Agreement is held to be contrary to law, such provision shall be changed and interpreted so as to best accomplish the objectives of the original provision to the fullest extent allowed by law and the remaining provisions of this Agreement shall remain in full force and effect.

    18.7 No Waiver. The waiver of any default or breach of this Agreement will not constitute a waiver of any other or subsequent default or breach. Except as otherwise stated in this Agreement, the exercise of any remedy under this Agreement will be without prejudice to other remedies available under this Agreement or otherwise.

19. CONTACTING SETTLE

    Unless otherwise stated in this Agreement, notices, inquiries, and requests to Settle should be emailed to support@settle.co. Please note that email communications sent to Settle for Account-related matters (e.g., late fee reimbursements, refund requests, etc.) must come from the email address listed in your Account. Account-related communications initiated via other channels may require identity verification in order to obtain information or change settings.

Prohibited Business and Payments Schedule

You will not use the Service: (i) if you are a business that provides or is involved with any of the following goods, services, or transactions; or (ii) to pay any other business or party in connection with any of the following goods, services, or transactions:

• Taxes or other court-directed or government payments, fines or penalties or payments to securities transactions

• Mortgage, Debt, and Credit services (including, but not limited to, mortgage/loan consulting, debt reduction, credit counseling or repair, payday lenders, credit card balances, loans, payment for debt that has been charged off as uncollectible)

• Money and Financial Services (including, but not limited to, money services businesses, money transmitters, check cashing, wire transfers, money orders, currency exchanges or dealers, bail bonds, collections agencies, payment aggregators)

• Virtual Currency and Quasi-Cash (including, but not limited to, businesses operating as brokers, dealers, exchangers, miners, or processors of virtual/digital currency transactions, video game or virtual world credits, non-fungible tokens, and crypto-currencies)

• Gambling (including, but not limited to, related activity such as lotteries, bidding fee auctions, sports forecasting or odds making, internet gaming, contests, sweepstakes, and games of chance)

• Get Rich Quick Schemes (including, but not limited to, investment opportunities or services that promise high rewards)

• Regulated Products and Services (including, but not limited to, Internet/telephone/mail order sale of tobacco, e-cigarettes & e-liquid, online pharmacies, age-restricted goods or services, guns, weapons and munitions, fireworks and other explosives)

• High-Risk Businesses (including, but not limited to, lifetime memberships or guarantees, detective agencies, occult services, psychic services, gold, diamonds, and precious metals dealers, travel reservation services, pseudo-pharmaceuticals)

• Multi-Level Marketing (including, but not limited to, pyramid schemes, network marketing, referral marketing, affiliate marketing)

• Adult Content and Services (including, but not limited to, pornography, obscene materials, sex-related services, dating or marriage services)

• Drug Paraphernalia and related products (including, but not limited to, retail sales for the purpose of production and/or distribution of illegal substances or services, substances designed to mimic illegal drugs)

• Illegal Substances, Controlled Substances, and Marijuana (including any activities related to the processing, distribution, and sale of illegal drugs or marijuana, any activities specifically offering products or services for, or intentionally towards, the cannabis industry, any companies where CBD products make up 5% or more of their total sales)

• Illegal Activities (including, but not limited to, counterfeit/unauthorized goods, intellectual property or proprietary rights infringement)

• Software or other technology developed to weaken industry security controls such as malware, spyware, virus, back-door, drop dead device, or other similar program installation

• Toxic, flammable, or radioactive materials

• Other activities in violation or potential violation of applicable law, regulation, rule, or legal interest, including: (i) sending or receiving potentially fraudulent funds; (ii) in the course of any activity regulated by the Financial Crimes Enforcement Network (FinCEN) or any other relevant regulatory body; (iii) infringement or potential infringement of any party’s copyright, patent, trademark, trade secret or other intellectual property rights, or rights of publicity or privacy; (iv) acting in a manner that could be defamatory, trade libelous, threatening or harassing; (v) using your Account or the Service(s) in violation of applicable payment network rules.

Electronic Payments Schedule

1. Electronic Payments.

   Your use of the Service will include your consent and authorization for Settle to process and originate electronic ACH debits and credits. Settle is not a money transmitter or a money services business. Settle’s role in providing the Service is limited to receiving and processing payment instructions from you, the businesses you pay using the Service (“Vendors”), and your customers that use or make payments to you through the Service (“Customers”) to the Bank (the Bank is Settle’s ODFI).

   For Bill Payment Services, as outlined more fully in the Bill Payment Service Schedule, payment funds (other than any applicable Service Fees, or certain amounts owed to Settle under other agreements) do not pass into Settle’s legal ownership at any time from payment initiation to successful delivery, including any subsequent refunds. Settle operates as a software platform that sends payment instructions to the Bank. All funds are received directly by the Bank, and held in bank accounts at the Bank that are held in the Bank’s name and owned by the Bank. The account titles also show that these accounts are for the benefit of Settle’s Customers. You grant Settle the right to instruct the Bank on the use of funds in the accounts, including to permit the Bank to receive funds from you and to then send funds to your Vendor based on your instructions. The Bank transfers all funds for the benefit of Settle’s Customers upon Settle’s instructions which you consent and authorize Settle to do by your use of the Service.

2. ACH Rules.

   2.1 Applicable Rules and Law. You agree that all electronic ACH transactions requested or processed in connection with your Settle account or your use of the Service are subject to this Agreement, the Operating Rules of the National Automated Clearing House Association (“NACHA Rules”), and all other applicable laws, rules and regulations, which may include Uniform Commercial Code Article 4A or Regulation E. For purposes of the NACHA Rules, Settle is a “Third Party Service Provider” and a “Third Party Sender” for Bill Payment Services.

   For purposes of ACH debits and credits, and all electronic payments made or received through the Service, you agree and represent that you:

   • understand and agree that all payments processed through the Service are funded by an electronic withdrawal (an “ACH debit”) processed for Settle through the ACH Network from the bank account of the party making payment (the “payor”);

   • authorize Settle and its ODFI to initiate and process ACH debits and credits in accordance with your payment instructions and as provided under this Agreement;

   • agree to be subject to and comply with this Agreement, the NACHA Rules, and all other applicable laws, rules and regulations as the Originator under the NACHA Rules, and acknowledge that you have a copy of or access to the NACHA Rules;

   • will not originate any ACH transactions that violate the laws of the United States; and

   • have and maintain all necessary authorizations under the NACHA Rules and approvals from each Vendor to originate credits to the Vendor’s bank account and represent and warrant that your Vendor certifies, or you have the authority to certify on behalf of your Vendor, that the Vendor’s bank account is enabled for ACH payments; and

   • represent and warrant that your Vendor or Customer agrees, or you have the authority to agree on behalf of your Customer or Vendor, to be subject to and comply with this Agreement, the NACHA Rules, and all other applicable laws, rules and regulations.

   You agree that Settle’s ODFI may terminate or suspend this Agreement (or direct Settle to terminate or suspend this Agreement) for breach of the NACHA Rules in a manner that permits the ODFI to comply with the NACHA Rules. You authorize the ODFI to audit your compliance with this Electronic Payments Schedule and the NACHA Rules.

   2.1.1.You may not process ACH transactions for a Third Party Sender or a Third Party Service Provider without our express and prior approval and entry into a Nested TPS Agreement.

   2.1.2 You may only submit ACH transactions with the Standard Entry Code CCD. Any other types of transactions, including TEL or IAT require prior approval by us and agreement to additional terms and conditions.

   2.1.3 Settle or its ODFI may reject any ACH transaction at any time, either with or without cause. You have no right to cancel or amend an ACH transaction after we have initiated it. We may use commercially reasonable efforts to act on a request by you for cancellation of an entry prior to transmitting it to the ODFI. We shall have no liability if any requested cancellations or reversals are not affected.

   2.2 You represent and warrant that you have obtained all necessary consents and authorization from Customer(s), for the processing and origination of electronic ACH debits and credits to and from Customer(s) accounts.

   2.3 Returned Entries. We will notify you of the receipt of a returned Entry from the ACH Operator no later than one Business Day after the settlement day of such receipt. We will not dishonor any returned Entry unless you provide us such request in writing, together with any relevant information required under the NACHA Rules, and We receive the written request and information within the relevant timeframe for dishonoring such entry. Notice by us of a returned Entry shall be effective when given.

3. ACH Debits

   Debits from Your Payment Account. When you use the Bill Payment Service to pay a Vendor, you are responsible for the payment amount and agree to fund the payment to Settle. To fund the payment, you authorize Settle to process an ACH debit from your Payment Account in the full amount of each payment requested. If there are insufficient funds in the Payment Account to fund the transaction, your transaction may not be processed. If an ACH debit from your Payment Account to fund a payment made by you through the Service is rejected or returned by your bank for any reason, YOU UNDERSTAND AND AGREE THAT YOU CONTINUE TO BE RESPONSIBLE FOR FUNDING THE PAYMENT AMOUNT AND AGREE PAY THE AMOUNT OF THE RETURNED DEBIT DIRECTLY TO SETTLE WITHIN 10 BUSINESS DAYS. You agree that we may resubmit a returned or rejected ACH debit to your Payment Account, in our sole discretion. You agree to pay all penalties, interest charges, late payment fees, service fees, and/or interest related to the rejected or returned funding ACH debit. You certify that your Payment Account is enabled for ACH debits, and agree to reimburse Settle for all penalties and fees incurred if any funding ACH debit is returned because your Payment account was not properly configured to accept ACH debits. If an ACH debit processed by us from your Payment Account is rejected or returned for any reason, we reserve the right to suspend all payments from your Settle account, or to terminate your Settle account, all in our sole discretion.

   3.1 Debits from the accounts of Your Customers. When you use the Accounts Receivable Service, you represent and warrant to Settle that you have all necessary authorizations and approvals from your Customer for Settle to originate an ACH debit from the Customer’s bank account to fund the full amount of each payment requested. You represent and warrant that your Customer certifies, or you have the authority to certify on behalf of your Customer, that the Customer’s bank account is enabled for ACH payments, and you agree to reimburse Settle for all penalties and fees incurred if any funding ACH debit is returned because the Customer’s bank account was not properly configured to accept ACH debits. You represent and warrant that your Customer agrees, or you have the authority to agree on behalf of your Customer, that the Customer will not dispute any ACH debit by Settle that funds a payment made through the Service. If an ACH debit from a Customer’s account to fund a payment requested by you through the Accounts Receivable Service is rejected or reversed for any reason, YOU AUTHORIZE SETTLE TO REVERSE THE CORRESPONDING PAYMENT VIA DEBIT FROM YOUR PAYMENT ACCOUNT, OR IF THERE ARE INSUFFICIENT FUNDS IN YOUR PAYMENT ACCOUNT AT THE TIME OF DEBIT, YOU AGREE TO PAY THE AMOUNT OF THE PAYMENT BACK TO SETTLE WITHIN TEN (10) BUSINESS DAYS. You represent and warrant that your Customer agrees, or you have the authority to agree on behalf of your Customer, that Settle may resubmit a rejected or reversed funding debit to the Customer’s account, in Settle’s sole discretion. You also agree to pay all penalties, interest charges, late payment fees and service fees related to any rejected, reversed or returned funding ACH debit, or your breach of this provision.

   3.2 Returns and Maintaining Sufficient Funds. When using the Service, you understand and agree that it may take more than sixty (60) days for Settle to receive notice of the return or reversal of an ACH debit and/or to exercise any rights granted or reserved under this Agreement. You agree at all times to maintain sufficient funds in your Payment Account to satisfy all obligations to Settle in connection with your Settle account or your use of the Service, including returns, reversals, and associated fees, and to add funds immediately if Settle notifies you that your funds are insufficient.

   3.3 Ownership of Funds Collected for Payment. In the event that Settle processes an ACH debit to fund a payment before Settle makes the associated bill payment disbursement, the funds collected through the ACH debit will be held in a bank account held for the benefit of the payor. These funds may be commingled with other funds similarly collected for purposes of making payments requested through the Service.

4. ACH Payments and Credits

   4.1 ACH Payments. When using the Service, if permitted by your account, your settings and this Agreement, you may choose to pay Vendors or be paid by Customers by electronic ACH payment. ACH payments may not be available for all payments, including but not limited to payments made in international currency. Settle reserves the right to refuse to make any payment through the ACH Network, for any reason, in Settle’s sole discretion.

   4.2 Credits to Accounts of Your Vendors. You represent and warrant to Settle that you have all necessary authorizations and approvals from each Vendor for Settle to credit the Vendor’s bank account to fund the full amount of each payment requested. You represent and warrant that your Vendor certifies, or you have the authority to certify on behalf of your Vendor, that the Vendor’s bank account is enabled for ACH payments. You agree that Settle may resubmit a rejected or reversed credit to your Payment Account, in Settle’s sole discretion. Settle is not responsible for any penalties, interest charges, late payment fees and service fees related to any rejected, reversed or returned ACH credit, or your breach of this provision.

   4.3 NACHA Disclosure. Your rights and obligations concerning an ACH credit entry to the account of a Vendor are governed by and construed in accordance with the laws of the State of New York, unless you and the ODFI have agreed that the laws of another jurisdiction govern your respective rights and obligations; credit given by the RDFI to the Vendor for the ACH credit entry is provisional until the RDFI has received final settlement through a Federal Reserve Bank or otherwise has received payment as provided for in Section 4A-403(a) of Article 4A; and if the RDFI does not receive such payment for the credit entry, the RDFI is entitled to a refund from the Vendor in the amount of the credit to the Vendor’s account, and you will not be considered to have paid the amount of the credit entry to the Vendor. Settle is not responsible for any penalties, interest charges, late payment fees and service fees related to any ACH credit for which the RDFI does not receive payment for the credit entry.

   4.4 Credit of Returned or Cancelled Payments. If a payment requested or made through the Service is returned or cancelled, Settle reserves the right to process an ACH credit in the amount of the payment to your Payment Account or to the Customer’s bank account, less any Service Fees or other amounts owed to Settle.

BILL PAYMENT SERVICE SCHEDULE

1. Using the Bill Payment Service. The “Bill Payment Service” is a set of services, features and functionalities that enables you to make payments to Vendors or to receive payment from Customers through the Service.

2. Payments. Your Payment Account will be used in connection with fulfilling transactions processed through the Bill Payment Service. You represent and warrant:

   2.1 You have the authority to and do authorize the initiation of ACH debit or credit entries, as applicable, to the Payment Account in accordance with any payment instructions provided in connection with Your Settle account or use of the Service, and, as necessary, the initiation of adjustments or reversals as provided under this Agreement, or applicable law, rules or regulations;

   2.2 Each payment that you request through the Service complies with this Agreement and applicable law, regulations and rules.

   2.3 Choosing a Payment Method. To use the Bill Payment Service, for each payment transaction, you must choose a payment method. Available payment methods may include electronic ACH payment, wire payment, check payment, or card payment, as supported by Settle from time to time. The payment method selected may be governed by additional terms in this Agreement. Settle reserves the right to change or limit the payment method options available to any Customer or Vendor, or to select the method by which a payment transaction will be made, all in Settle’s sole discretion.

3. Sending Payments to Vendors

   3.1 Setting Up Your Vendors. To use the Bill Payment Service, you will be required to provide information for your Vendors, including for Vendors that are not part of the Settle network. For each Vendor, you agree to provide correct and current information as requested by Settle. By providing, entering, connecting, or uploading any Vendor information to the Service, you represent and warrant that you have obtained all necessary authorizations or consents from the Vendor to share such information. You represent and warrant that the Vendor agrees, or you have the authority to agree on behalf of the Vendor, to be subject to and comply with this Agreement and all applicable laws, rules and regulations and payment network rules. You are solely responsible and Settle is not responsible for verifying the accuracy of any Vendor information provided in connection with your Settle account or use of the Service. Settle will have no liability for losses or damages resulting from the accuracy or inaccuracy of your Vendor’s information, including bank account information, or your or your Vendor’s actions or inactions. If you invite a Vendor to set up a Settle account, you acknowledge that it may take several business days following Settle’s receipt of all required Vendor information to set up the Vendor in the Service. Settle does not guarantee that a Vendor will be set up in the Service within any specific time frame.

   3.2 Payment Instruction Authorizations. When you create or link a Vendor to your Settle account, you authorize us to follow the payment instructions that we receive from you or the Vendor to pay that Vendor. In order to process payments more efficiently and effectively, We may submit check payments to the best -known Vendor address, or alter payment data or data formats for a Vendor, all in Our sole discretion and without notice to you. Settle reserves the right to refuse to make payments to any Vendor, in Settle’s sole discretion.

   3.3 Process Dates. Payment transactions made through the Bill Payment Service require sufficient time for Settle to debit your Payment Account and for your Vendor to receive payment. When making a payment through the Bill Payment Service, you must select an available date (“Process Date”) on which Settle will process the ACH debit from your Payment Account to fund the payment. You agree that you are solely responsible for scheduling payments and selecting an appropriate Process Date for each payment transaction. You understand that the selection of a future Process Date may not be available for all products and services.

   3.4 No Warranty or Representation. When provided by Settle, estimated payment dates are for convenience only, and Settle does not guarantee that a payment to a Vendor will be made within any specific time frame of the Process Date, and Settle disclaims any responsibility or liability if a payment scheduled through the Bill Pay Service is not made to a Vendor on or before any specific date. It is your sole responsibility to ensure that payment to a Vendor is made as required by agreement, contract or law. Except as otherwise agreed or required by law, you will be solely responsible for all penalties, interest charges, and other late payment fees associated with payments that are delivered after their due date.

   3.5 Payment Cancellation. You understand and agree that when you authorize a payment to be made to a Vendor through the Service, your authorization remains in effect for up to thirty (30) days. Payments that are scheduled but have not yet begun to be processed may be cancelled and, if a change is needed, reissued, through your Settle account. Once Settle has begun to process a payment, the payment cannot be cancelled, and you must request to void the payment.

   3.6 Void Payment Requests. To stop a payment after it has begun to process, you must request to void the payment through the Service. If you submit a Void Payment Request, Settle will use commercially reasonable efforts to stop the payment, but you understand and agree that Settle may not be able to stop the payment. Settle’s ability to stop a payment depends on a number of factors, including but not limited to the payment method and whether the payment has cleared the Vendor’s account. You agree that Settle will not have any liability for failing to stop a payment that has begun to process. A Void Payment Request may be subject to a fee.

   3.7 Rights We Reserve. Settle reserves the right to expire, void or cancel any payment if the payment is not deposited or otherwise received and processed by a Vendor within a reasonable amount of time, as determined by Settle in Our sole discretion. If we expire, void or cancel any payment, you authorize and we will credit the amount of the payment to your Payment Account, less any Service Fees or other amounts owed by you to Settle.

4. Receiving Payments from Customers

   4.1 Agent of the Payee; Receipt of Funds. When you use the Bill Payment Service, you appoint Settle to act as your agent for the limited purpose of accepting and processing payments from your Customer on your behalf, in connection with the receipt of funds from your Customer. Receipt of funds from your Customer by Settle will be deemed to be receipt of funds by you, and will satisfy any payment obligations of your Customer even if payment is not received by you. You represent and warrant that each payment that you direct Settle to process through the Service is for the completed and fulfilled sale of goods or services from a Customer to you. You will notify your Customer that Settle is working on behalf of you in accepting and processing such payments. You further agree and understand that any payment found to be received by Settle constitutes payment to you and satisfies any of your Customer’s obligation to pay you, regardless of whether Settle actually sends such payment to you. In the event that Settle does not make any such payment to you as described in this Agreement, you will have recourse against only Settle and not against your Customer.

   4.2 To use the Accounts Receivable Service, you may be required to provide accurate and current information about your Customers. You agree to provide any information or documentation requested by Settle, including to verify the identity of the Customer or its payment information. When using the Accounts Receivable Service, you represent and warrant to Settle that:

   4.2.1 The information you provide for a Customer is complete and accurately identifies the Customer.

   4.2.2 All of the invoices that you create or upload to the Service are issued pursuant to a contractual relationship with the Customer and/or for goods or services provided to the Customer.

   4.2.3 Each payment transaction initiated from the Customer complies with the terms of your contract or arrangement with the Customer, and with applicable law, regulations and rules.

   4.3 Authorized Payers. By enabling a Customer to make payments through the Service, you represent and warrant to Us that the Customer is authorized to instruct Settle to make payments and to initiate debit or credit entries, as applicable, to or from the Payment Account, as provided under this Agreement, the terms of the financial institution holding the Payment Account, and any applicable laws, regulations or rules. You will be responsible for payments requested or made by a Customer, whether or not authorized by you.

   4.4 Payment Instructions. When We receive a payment instruction from a Customer, We will use commercially reasonable efforts to make and deliver the payment, subject to this Agreement, and you authorize Us to debit your Payment Account and remit funds on your behalf, all in accordance with the payment instructions. You agree to be bound by any payment instructions that a Payer provides to Us, to the fullest extent allowed by law.

   4.5 Authorizations.

   4.5.1 Customer Consents and Authorizations. By providing, entering, connecting, or uploading Customer information to the Service, you represent and warrant that you have obtained all required authorizations or consents from the Customer to share the Customer’s information. You are solely responsible for verifying the accuracy of Customer information provided by you in connection with your Settle account or use of the Service. Settle will have no liability for losses or damages resulting from the accuracy or inaccuracy of a Customer’s information, or your or your Customer’s actions or inactions.

   4.5.2 Payment Authorizations. When requesting a payment from a Customer using the Accounts Receivable Service, you represent and warrant that your Customer agrees, or you have the authority to agree on behalf of the Customer, to be subject to and comply with Agreement and all applicable laws, rules and regulations. You represent and warrant that you have obtained all necessary approvals and authorizations from the Customer to initiate the payment and to authorize ACH debits and credits from the Customer’s bank account, including to fund the payment.

5. Returned Transactions

   You are solely responsible for the accuracy of the payment information or the payment instructions provided to Settle. If a payment is refused or returned, Settle will void the payment, unless Settle in its sole discretion agrees to take other action on the payment such as crediting or reissuing the payment. If a returned or refused payment is voided, you authorize Settle to credit the amount of the payment to your Payment Account or the Customer’s account as applicable, less any Service Fees or other amounts owed by you to Settle.

6. Document Management

   6.1 You may upload invoices, bills, statements of accounts from Vendors, or other documents (“Bills”) to the Inbox of your Settle account. You may also authorize Vendors to send electronic Bills to your Settle account, or you can create Bills using the Service. You are solely responsible for the Bills uploaded, created, recorded, processed, approved, paid, and/or synced or shared with third parties through your Settle account. Settle is not responsible for any Bills, including those that are misdirected or not received.

   6.2 You may create invoices through the Service, or import invoices from your accounting software if the import is supported by both Settle. You may use the Accounts Receivable Service to send and track your invoices, and to send reminders related to your invoices. By using these features of Bill Payment Service, you represent and warrant that you have all rights and consents necessary to send invoices and reminders to Customers in accordance with any governing agreements and applicable law. Settle is not responsible for any invoices or reminders that you send using the Service, including those that are misdirected or not received.

7. International Payments

   Your use of the Bill Payment Service will include your consent and authorization for Settle to process and originate international payments.

   7.1 The International Payments Service. If you have an eligible Settle account, you may use the International Payments Service to make payments (“International Payments”) to Vendors located in certain eligible foreign countries. You understand and agree that the International Payments Service is part of and available only for the Bill Payment Service, and the International Payments Service is not available for the Accounts Receivable Service.

   Settle reserves the right to select and change, at any time, for any reason, in Settle’s sole discretion, the eligible countries to which or the eligible currencies in which you may request payments to be made using the International Payment Service. Settle reserves the right to refuse any payment transaction requested or initiated through the International Payments Service, for any reason, in Settle’s sole discretion, without any liability to you.

   7.2 Making International Payments.

   7.2.1 Process Dates. You understand and agree that, for certain International Payments, you may not be able to select or schedule a future Process Date. We will provide you with an estimated delivery date for your International Payment when you instruct Us to make the payment, but you understand and agree that actual delivery date may vary. It is your sole responsibility to ensure that payment to your Vendor is made as required by agreement, contract or law.

   7.2.2 Currency Conversion Rates. You understand and agree that (i) International Payments may require the conversion of currency, and (ii) when making International Payments, the applicable rate of currency conversion may vary from the indicative rate displayed when you request the payment and you will be bound by the higher of (x) the applicable rate of currency conversion when the International Payment is processed, or (y) the indicative rate displayed when you request the payment.

   7.2.3 Third Party Service Providers. You understand and agree that Settle may use one or more third-party service provider(s) to process or execute International Payments, to convert currency, and/or to transmit and distribute funds to Vendors outside the United States.

   7.2.4 Applicable Rules. You understand and agree that International Payments may be governed by rules of payment networks used to process such payments, OFAC regulations, and may be subject to the laws of jurisdictions outside the United States, including the jurisdictions where the Vendors are located. The application of foreign laws or regulations to Your International Payments may impact the rights and remedies that You have with respect to the International Payments.

   7.3 Void Payment Requests. You acknowledge and agree that Settle cannot stop or void an International Payment after the payment has begun to process.

8. Rights We Reserve. By using the Bill Payment Service, You grant to Us and the Bank and Settle and the Bank reserves the right to suspend or cancel any payments requested or initiated by you or a Customer, including if your Settle account is not in good standing. In the event that We suspend or cancel your payment to a Vendor, Settle will credit the amount of any electronic ACH debit(s) received by Us to fund the payment to your Payment Account, and you authorize Settle, in its sole discretion, to withhold and collect from any such credit(s) any Service Fees or other amounts owed by you to Settle.

BILL PAY ADVANCE SCHEDULE

1. Bill Pay Advance Service. Effective March 31, 2023 and continuing until we notify you, if we permit you to request to pay a Vendor located in the United States or in an eligible foreign country, Settle in its sole and absolute discretion, may make you an extension of credit (an “Advance”) from time to time under a version of the Bill Payment Service that includes a credit feature (the “Bill Pay Advance Service”). You are obligated to repay any Advance one (1) business day after the date we initiate the payment (which is on or around the Vendor payment Schedule Date displayed on the platform) to the Vendor associated with the Advance. This Bill Pay Advance Schedule governs the Bill Pay Advance Service and each individual Advance you may request under such Service. Bill Pay Advance Service may be used for international and/or domestic payments in Settle’s sole and absolute discretion.

2. Applicability of Payments-Related Schedules and Modifications. You agree that this Bill Pay Advance Schedule is incorporated into the Agreement. You further agree that the Bill Pay Advance Service is one of the Services offered pursuant to the Agreement and is subject to the terms of the Agreement, including the Agreement to Arbitrate. You further agree that any Vendor payments we make in connection with an Advance are governed by the terms of the Prohibited Business and Payments Schedule, the Electronic Payments Schedule and the Bill Payment Service Schedule (including but not limited to the International Payments section) (collectively, the “Schedules”) subject to the amendments in 2.1 to 2.8 of this Bill Pay Advance Schedule. Additionally, if there is any inconsistency between the terms of this Bill Pay Advance Schedule and any of the other Schedules, the terms of this Bill Pay Advance Schedule shall control.

   2.1. Settle will not serve as a Third Party Sender or a Third Party Service Provider as to any Vendor payment we make in connection with an Advance. Instead, Settle will make an Advance to you for the amount of such payment and originate that payment itself (as an Originator under the NACHA Rules). Such Vendor payment will be made with Settle’s own funds out of Settle’s own deposit account. The funds as held in Settle’s deposit account are not held for your benefit.

   2.2. Your obligation to repay any Vendor payment we make in connection with an Advance does not arise until one (1) business day after the date we initiate the payment (which is on or around the Vendor payment Schedule Date displayed on the platform) at the time of the Advance.

   2.3. Limitations and requirements imposed on “ACH transactions,” “ACH debits” and “ACH payments” also apply to any Vendor payment we make in connection with an Advance. For example, just as you are not permitted to originate any ACH transaction for a Vendor payment that would violate the laws of the United States, you are also not permitted to request an Advance for a Vendor payment that would violate the laws of the United States. Similarly, just as ACH payments may not be available for all payments you wish to make, so too may Vendor payments made in connection with an Advance not be available for all payments you wish to make.

   2.4. In the event that we are unable to successfully process any Vendor payment we make in connection with an Advance or such payment is returned, rejected, expired, canceled or voided and we are unable to credit it to the Vendor, we will credit it against the amount you owe for the Advance, and then, at our option, to any other amount you owe us, before crediting it to your Payment Account or as otherwise set forth in the Schedules.

   2.5. You have all necessary authorizations and approvals from each Vendor for Settle to originate credits to the Vendor’s bank account to fund any payment made in connection with an Advance. You represent and warrant that your Vendor certifies, or you have the authority to certify on behalf of your Vendor, that the Vendor’s bank account is enabled for ACH payments and Vendor has agreed to be bound by the NACHA Rules as to the credits Settle will originate.

   2.6. The NACHA Disclosure in the Electronic Payments Schedule relates only to an ACH credit entry to the account of a Vendor originated by you, and not to such entries for which we are the originator

   2.7. Vendor payments made through the Bill Pay Advance Service in connection with an Advance require only sufficient time for your Vendor to receive payment. Such payments are made before Settle debits your Payment Account.

   2.8. The Process Date for a Vendor payment we make in connection with an Advance is the date on or around which we initiate the payment to the Vendor (which is on or around the Vendor payment Schedule Date displayed on the platform).

3. Bill Pay Advance Terms.

   3.1. Use of Advances. In Settle’s sole and absolute discretion, Settle may offer you the opportunity to request an Advance to pay a Vendor who is located in the United States or an eligible foreign country. If it does, you may request Settle to make an Advance on your behalf to pay a Vendor in the amount indicated by you as payment for amounts owed by you to the Vendor (“Advance Request”). Upon receiving that Advance Request, Settle in its sole and absolute discretion, will determine whether or not Settle will advance funds in the amount of the Advance Request to the Vendor on your behalf. The Advance from Settle is a commercial arrangement between Settle and you. You agree to use Advances solely for purchases from Vendors and not to obtain cash or cash equivalents from any person, including but not limited to currency, coins, money orders, gift cards, pre-paid cards, tokens, or any similar property.

   3.2. Fees and Charges. You agree that Settle will impose fees and charges in connection with Bill Pay Advance Service as provided in the Agreement. Fees and charges may be added to the outstanding balance owed for the Advance. No additional or different fees or charges are imposed under this Bill Pay Advance Schedule, except as provided for upon default in the Remedies section.

   3.3. Promise to Pay. You promise to pay each Advance one (1) business day after the date we initiate the payment (which is on or around the Vendor payment Schedule Date displayed on the platform) to the Vendor associated with the Advance and to pay when due any related fees or charges.

   3.4. Payment Authorization. You authorize and direct us to initiate an Electronic Fund Transfer (EFT) from the Payment Account for each payment due under this Bill Pay Advance Schedule on or after the scheduled payment date. If any EFT is returned unpaid, you agree that we may re-initiate that EFT up to two additional times at any time we deem appropriate. You remain responsible for making any payment that is returned unpaid. In addition to the authorization to debit each payment for an Advance, you authorize us to initiate an electronic payment from the Payment Account for any amount you owe under the terms of the Agreement, including but not limited to amounts due following a default, as permitted by law. If we make an error in processing any EFT, you authorize us to correct the error by initiating an electronic fund transfer to or from the Payment Account. You are liable for any amounts your bank charges as a result of an EFT we initiate. You agree to keep this Payment Authorization in force so long as this Service remains in place and/or any amount remains outstanding under the Bill Pay Advance Service. This Payment Authorization is irrevocable. Any attempt you make to revoke the Payment Authorization constitutes an Event of Default under this Schedule.

   3.5. Default. Subject to applicable law, you are in Default under this Bill Pay Advance Schedule if: (1) you fail to make any payment when due; (2) if any EFT we initiate in accordance with the terms of this Bill Pay Advance Schedule is dishonored for any reason; (3) you breach any terms of the Agreement or any other contract between you and Settle.

   3.6. Remedies. Upon any default, we may take one or more of the following actions, subject to applicable law (including any applicable notice requirement and/or right to cure) and subject to the Agreement to Arbitrate: (i) Require immediate payment of any amounts unpaid following the due date for that amount; (ii) Terminate, cancel or suspend your access to any Services; (iii) Commence an action or arbitration proceeding against you to collect any or all amounts owed in connection with this Bill Pay Advance Schedule and/or the Agreement; and/or (iv) Exercise any other right and remedy available under applicable law, in equity or otherwise.

   3.7. Attorney’s Fees. Subject to applicable law and any limits specified elsewhere herein, in the event we obtain a judgment against you after an event of default involving a payment delinquency of at least ten days, you agree to pay the reasonable attorney’s fees of an attorney who is not our employee, as incurred in the enforcement of this Schedule.