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Chase Cashflow360℠

Online Service Agreement l JPMORGAN CHASE BANK, N.A.

1.This Agreement

1.1 Cashflow360

a) We will provide our Chase Cashflow360SMservice, the Applications, and any replacement or successor service (all, Cashflow360) to you as our Customer under this Agreement.
b) Cashflow360 is a Chase Connect Application and includes: accounts payable and accounts receivable services, Bill Payments and ACH Invoice services, and, any additional online services we offer you through the Service.
c) You accept this Agreement and its related terms and conditions by: using Cashflow360 after the Effective Date, or your System Administrator accepting this Agreement online.
d) You ratify any of your Transactions and use of Cashflow360 that occurred before you accepted this Agreement.
e) We have the right to change any Application at any time without giving you notice.
f) Capitalized terms in this Agreement are defined in Section 6, elsewhere in this Agreement or in the Chase Connect Agreement.

1.2 Chase Connect Agreement

a) To enroll in and use Cashflow360, enrollment in Chase Connect is required.
b) Your Customer Profile on Chase Connect will be your Customer Profile on Cashflow360, although you may decide which Accounts to enroll in Cashflow360.
c) All terms and conditions of the Chase Connect Agreement apply to Cashflow360 and this Agreement, except that: until further development of Cashflow360, the Chase Connect system limits and Customer; Transaction Limits will not apply to your Bill Payments and ACH Collections through Cashflow360, but the Cashflow360 Limits may apply, and Fees for Cashflow360 are in addition to Account Fees and Chase Connect Fees under the JPMC Documents.
d) You are responsible for determining what taxes apply to Service payments and collections, for collecting, reporting, withholding and remitting them correctly, for reimbursing us on request, and for meeting all Legal Requirements.
e) If there is any inconsistency between the terms of this Agreement and those of the Chase Connect Agreement or any other JPMC Document or the webpages within the Service, the terms of this Agreement will prevail.

1.3 Your representations,warranties and covenants

a) You warrant that you will: comply with all Legal Requirements for electronic funds transfers; not initiate a payment order or Instruction that violates any Legal Requirement or is for an International ACH Transaction (IAT), and comply with NACHA Rules and make the same warranties and provide the same indemnities to us and our ASPs that we make, or are deemed to make, under the NACHA Rules for any Entry and related Transaction you originate.
b) If you are a third-party sender under the NACHA Rules, you warrant that: the originator has agreed to comply with the NACHA Rules you will comply with our requests for information regarding the originator; you will evaluate the legitimacy of the originator, its Transactions and Instructions; you will notify us if you know or suspect any Transaction originated by your originator is illegal, illegitimate, involves the proceeds of illegal activity or is being done to disguise funds no JPMC Document violates or is inconsistent with the agreements between you and your originator, and you will indemnify us and hold us harmless from and against any Claim arising from the originator not complying with the NACHA Rules.

1.4 Role of Bill.com

a) We use Bill.com, Inc., a Delaware corporation (Bill.com), as our primary Application Service Provider (ASP) for Cashflow360. We make payments and collections for you through Cashflow360 using Bill.com, and Cashflow360 gives you access to the Bill.com network to process your Transactions and provide you with information.
b) Bill.com is: a state licensed money remitter as set out at http://app.bill.com/licenses, and an intended third-party beneficiary of this Agreement and can enforce it in its name against each Customer as if it was a party to this Agreement.
c) By accepting any benefit of this Agreement, Bill.com waives any right to trial by jury in the same manner as we do under Section 8.4 of the Chase Connect Agreement.

2.Your use of Cashflow360

2.1 The System Administrator and other Authorized Users

a) Your System Administrator on Chase Connect will always be your System Administrator for Cashflow360.
b) Your System Administrator will have the same powers and responsibilities for managing Cashflow360 as on Chase Connect, plus setting User entitlements within Cashflow360; entitling certain Authorized Users to be Collaborators, and; establishing the roles for Collaborators.
c) An Authorized User on Chase Connect will be an Authorized User for purposes of Cashflow360. Consistent with their entitlements on Access & Security Manager, the Authorized User can act as: a payor, initiating or approving a Bill Payment or ACH Collection, or; a Collaborator.
d) Subject to the entitlements granted to them by the System Administrator on Cashflow360, your Authorized Users will have the same powers and responsibilities on Cashflow360 as on Chase Connect.
e) Your System Administrator and Authorized Users will also be responsible for regularly reviewing the Accounts and transaction history for any unauthorized transaction or access.
f) You represent and warrant that your System Administrator and all Authorized Users have consented to receive email, and any other electronic notices from us and Bill.com, and agree to promptly notify us and Bill.com of any withdrawal of any such consent.

2.2 Collaborators

a) A Collaborator is a type of Authorized User with limited User entitlements. See Section 6 for the complete definition of Collaborator.
b) Your System Administrator can designate the roles of a Collaborator and grant entitlements to a Collaborator within the Service. Within the scope of these entitlements, all of the provisions of the Chase Connect Agreement that apply to any Authorized User also apply to a Collaborator.
c) A Collaborator, including a Chase Connect Authorized User acting as a Collaborator, can serve in one or more of the following roles: a Clerk, who can create, view and manage your customer invoices and credits, manage vendor invoices and credits, and use accounting software that may be compatible with Cashflow360 an Accountant, who can view, create, manage and approve your customer and vendor invoices and credits, and use accounting software that may be compatible with Cashflow360, and an Approver, who can view and approve your customer and vendor invoices and credits.

2.3 The Security Procedure for Collaborators

a) Regardless of the Security Procedure specified for an Authorized User in the Chase Connect Agreement, for an Authorized User who is a Collaborator entering Cashflow360 directly through the Bill.com website, you agree that the Security Procedure is our: receipt of the username and password of that Collaborator, and use of our Out-of-Band Authentication Procedure to authenticate the User as the Collaborator. You agree that the Security Procedure Cashflow360 provides for Collaborators is a commercially reasonable method, both generally and for your particular use of Cashflow360, of providing security for the Collaborators roles on Cashflow360 and against unauthorized payment orders and other Instructions, when considered with: the Security Procedure in Chase Connect applicable to the issuance of payment orders; the Administrative Procedures available for your use; the adequacy of your internal controls; any Unilateral Procedures; any other layers of security that we may provide to you in our discretion, and; your review of the size, type and frequency of your payment orders and other Instructions.

2.4 Coordination of actions

a) You are responsible for coordinating payments and collections made through Cashflow360 with any payments and collections made through the Applications on Chase Connect (or otherwise) to avoid duplications and errors.
b) You will cancel any future or repeating payments or collections on such Applications that will be processed through Cashflow360.2.1.4 As used in this Agreement, the term “Security Device” means any Bank issued or approved algorithm or other code, identifying word or number, authentication and/or encryption algorithm, tangible or intangible security token, cookie, digital signature, certification, private or public key, or any other security device, which Bank has designated as the “Security Device” for purposes of the use of the Service (or any function thereof) by Customer or any of its AUs. As of the Effective Date for the SA and other AUs entering the Service through Chase Connect, the “Security Device” for purposes of the Service is the Security Device used by that SA or other AU to access Chase Connect.

2.5 Your Inbox

a) If we receive bills or other documents directed to you, we will place them in your inbox within Cashflow360 (Inbox).
b) We have no responsibility for the content, veracity or correctness of any bill or other document placed in your Inbox, or whether a bill or other document is misdirected or not received within the Service.
c) You will designate each Inbox item as a new or existing bill or other document, and add any bill details Cashflow360 requires.
d) You should regularly review your Inbox and secure message center (SMC) on Chase Connect for: bills and other Items; Bill Payments and ACH Invoice Collections and information, and communications from us and Bill.com.

3. Accounts services, ACH Invoice services and Client Money Account

3.1 Accounts payable services

a) The accounts payable services include: Bill Indexing and Document Management Workflow Sync, and Bill Payments or Payables.
b) Bill Indexing and Document Management allows you to upload your customer and vendor bills, invoices and other account statements (bills) to your Inbox.
c) Workflow allows the System Administrator to invite Collaborators to use Cashflow360 and entitles them to: manage vendors, bills and other documents, and record and approve bills.
d) Sync allows you to install software from Bill.com to synchronize Data with eligible accounting software. This allows you to: update eligible accounting software program files with your Transactions, and synchronize your account, class and vendor lists.
e) Bill Payments or Payables allows you to pay your vendor bills, as further described in Sections 4.1 to 4.5.

3.2 Accounts receivable services

a) The accounts receivable services include: Invoice Creation and Import; Invoice Management, and ACH Invoice Collections.
b) Invoice Creation and Import allows you to create invoices by entering your customer’s name and information, or import invoices from your eligible accounting software.
c) Invoice Management allows you to send invoices by email, track them through Cashflow360 and issue reminders.
d) ACH Invoice Collections allows you to collect and receive customer payments, as further described in Section 3.3

3.3 ACH Invoice Collections service

a) Our ACH Invoice Collections service allows you to authorize: us or our ASPs to make ACH collections on your receivables in US Dollars from eligible US payors for deposit to your Accounts, and ACH collections from you in favor of other parties on the Bill.com network.
b) We will solely decide: if a payor is eligible for Cashflow360, and whether to refuse any Instruction for an ACH Invoice Collection. But we will try to inform you of any ineligible payor or any such refusal.
c) When you submit an ACH Invoice Collection request, you represent and warrant that: the payor has authorized this for its deposit account the related amount is correct and owed to you by the payor, and is not subject to a credit, deduction, set-off or Claim you have performed your own evaluation of the financial condition, creditworthiness and other factors in your doing business with the payor, and we are following your Instruction to collect this payment.
d) Your ACH Invoice Collections service authorization is effective until we receive your written notice to cancel it and have a reasonable opportunity to act on it.
e) You will not dispute an ACH collection made from your Account by another Bill.com network customer if that Transaction is consistent with the terms of your contract with that other customer.
f) You agree: we can continue attempting an ACH Invoice Collection within 30 days if the collection was rejected because of insufficient funds to enable your Account for ACH Invoice Collections, such as by not having an ACH debit block service or listing the ACH Invoice Collections service as a permitted debit, and to reimburse us and our ASPs for all penalties and Fees incurred for rejecting ACH debit or credits, or for your not enabling ACH Invoice Collections on your Account.
g) If an ACH debit from a payor is returned for any reason: we and our ASPs reserve the right to debit either your Account or the payor’s account you will reimburse us and Bill.com immediately on demand we and Bill.com may deduct it from amounts credited to your Account (whether or not from the same payor), and you will be responsible for any penalty, interest charge, late payment or service Fee resulting from a returned debit, and for pursuing any right or remedy you may have against the payor or any other Person.
h) We and our ASPs can in our or their sole discretion contact you or your payor about payments or ACH Invoice Collections made or to be made through Cashflow360.

3.4 Client Money Account

a) Received Funds will be credited to the Client Money Account and be held by Bill.com in trust for you and for your benefit: to remit and receive funds as the applicable money transmitter laws and other Legal Requirements permit, and only until Cashflow360 is terminated, no funds remain held by Bill.com for your benefit in the Client Money Account, and all outstanding Items in process of payment on Cashflow360 are processed or voided on your behalf.
b) Received Funds on deposit in the Client Money Account: may be commingled with funds from or credited to our other Customers using Cashflow360 by Bill.com, which holds such other funds in trust for the benefit of our other Customers may be subject to a third-party legal process served on us or Bill.com seeking garnishment, levy or subpoena under applicable escheatment laws, and will be credited (less applicable Fees) to your Account, or returned to the ODFI in a reasonable time if we or our ASP decide we cannot or will not process the related Instruction.
c) You irrevocably appoint us as your agent to handle any Claim and enforce your rights relating to Received Funds credited to the Client Money Account (a CMA Claim). However, we are not required to assert a CMA Claim or enforce your rights, and we: will solely decide on any action relating to a CMA Claim against the Client Money Account or Bill.com or its successors, including bankruptcy or insolvency receivers or trustees, and are only liable for our own gross negligence or willful misconduct, and not that of any other Person or for any error of judgment or mistake of fact or law.
d) We will be subrogated to all of your rights to any amount held for your benefit in the Client Money Account for a payment we make on your behalf. We can, at our option, enforce a CMA Claim including, without limitation, a right to recoup that payment from the Client Money Account.
e) You will have no right to interest on funds held for your benefit in the Client Money Account.

4. Bill Payments service

4.1 Our Bill Payments service

a) Our Bill Payments service allows you to electronically transmit to us payment orders and other Instructions for eligible payments that we and our ASPs will make from your Accounts to eligible payees.
b) Our Bill Payments service is not to be used to: pay alimony, child support, taxes, court-directed or government payments, or payments to settle securities transactions, or make payments otherwise prohibited by this Agreement or a Legal Requirement.
c) We can refuse to issue any payment for any reason, but we will try to promptly notify you if we do so.
d) You can indicate a preferred payment method (ACH payment or us mailing a check), but we will decide which method we use and generally try to make the payment by ACH payment. When deciding, we may consider: your requested deliver-by date whether we have ACH payment Instructions for the payee, and other factors.

4.2 ACH and check payments

a) For ACH payments through the Bill.com network, you will: choose a vendor using our Service database input the vendor’s Bill.com network identification number email the vendor through our Service to set up a Bill.com account, or input the vendor’s bank routing and account numbers.
b) For check payments through Cashflow360, you will give us the correct and current third-party vendor payee name and remittance address.
c) We will try to make a payment by the requested delivery date, but will not be liable for any delay. These delays may happen for various reasons, including due to: the vendor’s account not being activated on the Bill.com network outside of Cashflow360 other responders, such as businesses and other banks mail delivery days for Items remitted by US mail delays in the payment being credited to a payee’s deposit account by the payee or its financial institution, and Transaction screening.
d) We, our ASPs, and any intermediary, payor or payee bank, can rely solely on the payor’s or payee’s account number, or bank routing or identification number (such as a Fedwire routing number) in your Instructions, whether or not their name matches that number. >br>e) You are responsible for any loss resulting from an error in a payor’s or payee’s account number, or in any routing or identification number for the payor or payee bank.
f) We or our ASPs may update or amend your vendor details, such as the address, payment data, data format, or bank routing or account numbers, including making changes to match the vendor’s bank requirements for ACH processing.

4.3 Processing and stopping payments

a) You will submit each payment order with a requested process date for us to debit your Payment Account for a related Bill Payment. We and our ASP are authorized to: process your payment order on that business day, or the next one, and begin the process of remitting funds through Cashflow360, and credit your Payment Account for any payment either returned to us or remitted to you by another Bill.com network customer.
b) You will be: solely responsible for specifying a payment delivery date to allow sufficient time for it to be processed and delivered by the due date, and liable and responsible for any penalties, interest or late Fees for payments delivered after the due date.
c) We and our ASPs may, in our or their sole discretion, contact your payees about payments made or to be made via Cashflow360.
d) You can request through Cashflow360 to stop, cancel or modify a payment before we start to process it.
e) We will: try to process a stop payment request depending on the payment method, and if the payment has not been processed or the check has not been paid, and not be liable for not executing a stop payment request.

4.4 Debiting funds

a) The Bill Payments service will show the earliest possible process date, and we will try to issue the payment within one or two business days after the process date.
b) Delivery of the payment may be affected by postal, payee and payee financial institution delays, process delays, transaction screening delays or other delays. But it usually is within: two to three business days after the process date for an ACH payment, or five or more business days after the process date for a US check payment sent using first class mail.
c) Your use of this Application: authorizes us to create and process checks through this Application on your behalf, and allows us to debit your Account before issuing a check or remitting a payment on your behalf.
d) Checks issued through this Application will be: issued by us or our ASPs, including Bill.com, as your agent signed at our option in your name, in our name, or in Bill.com’s name as your agent, and only issued to a payee with an eligible US address.
e) You authorize us and our ASPs to: debit your Payment Account in increments or as a lump sum remit funds consistent with your payment orders resubmit an ACH debit returned for insufficient or uncollected funds, or any other reason, and use Bill.com or other ASPs to complete a payment.
f) ACH payments will only be made to an eligible US domestic bank account and will be governed by the NACHA Rules, under which: you are an originator Bill.com and other ASPs are third-party service providers, and we are the ODFI.
g) For your Payment Account, you will: maintain sufficient funds to meet your obligations, including returns, reversals and related Fees add funds immediately if we or Bill.com notify you to do so, and be deemed to have authorized an exception to permit debits in favor of other Bill.com participants through the Bill.com network, regardless of any ACH debit block service you have on your Accounts or your ACH debit block settings.
h) If we make an error, such as by removing or paying a wrong amount or not making a payment, we will try to correct this. Despite this, we and our ASPs are not liable for an error due to: insufficient funds in the Payment Account the ACH Network or payment processing center not working properly any force majeure event or other event described in Section 8.3 of the Chase Connect Agreement inaccurate, incomplete or outdated Payment Account or payment order information, or any other delay arising from events or our actions taken as permitted by this Agreement.

4.5 Returned Items

a) We will try to notify you of a returned payment. You can direct us to cancel the payment and credit your Payment Account, or reissue it. If you do not provide direction, we will cancel the payment and credit your Payment Account.
b) We are not liable for any returned or reissued payment.
c) If a Payment Account debit is returned, we can: refuse to process any further payments stop payment on your other payments in process until the debit is successfully re-presented and paid exercise set-off rights permitted by the JPMC Documents or Legal Requirements, and make appropriate reports to credit reporting agencies, other financial institutions, tax agencies and law enforcement authorities, and cooperate with them in any resulting investigation or prosecution.
d) Without limiting our other remedies, if an ACH debit is returned for any reason: we may reverse the credit to your Payment Account and debit it when the ACH debit is returned (which may be up to 60 days after settlement, and could be long after that if the ACH debit is invalidated for fraud or other reasons) you will immediately reimburse us and our ASPs on demand we or our ASPs may, at our option, debit a payee’s account for money paid to the payee on your behalf, and you are solely responsible for all Payment Account Fees, penalties, interest, charges, late payment Fees and service Fees incurred by you, us or our ASPs resulting from such debit.

5. Liability and applicable law

5.1 Charging back and setting off

a) You agree that we or Bill.com can: move funds held in the Client Money Account on your behalf to your Accounts at any time, and charge any of your Accounts and apply your Account funds to any of your liabilities under this Agreement.
b) We can also exercise set-off rights in your Accounts as permitted by the JPMC Documents or Legal Requirements.

5.2 Final agreement, assignments and benefit

a) This Agreement: is our final agreement with you about Cashflow360 is binding on you and your successors cannot be assigned by you without our written consent, and is for the benefit of us and our ASPs, and all related provisions (including your representations, warranties, authorizations, disclaimers and limitation of liability) apply to each of our ASPs.
b) We can solely choose to use any of our ASPs to: deliver all or any part of Cashflow360, and perform any of our obligations under this Agreement.

5.3 Liability

a) Each Customer in your Customer Profile is jointly and severally liable: for all obligations under this Agreement, and in connection with the use of Cashflow360 by any Customer within your Customer Profile.
b) Except to the extent prohibited by Legal Requirements and despite anything to the contrary in this Agreement, you agree that the total liability of us and our ASPs for this Agreement and Cashflow360 will not exceed the sum of: any Bill Payments charged to your Payment Account not paid to your designated vendor or returned to you any ACH Invoice Collections you have not received, and your total Fees paid for Cashflow360 in the 12 months before the first event resulting in our or our ASP’s liability, regardless of what that event is or whether it is based in contract, tort, or any other theory.
c) If you decide that Cashflow360 is not performing satisfactorily or meeting your needs, your sole and exclusive remedy is to stop using and cancel Cashflow360.

5.4 No fiduciary relationship

a) We are an independent contractor providing commercial services to you, and nothing in this Agreement or in the relationship between you and us or our ASPs, or us and our ASPs, will: make us a trustee or fiduciary for you or any of your funds make any of our ASPs a trustee or fiduciary for you or any of your funds, except solely for funds held for your benefit by Bill.com in the Client Money Account as described in Section 3.4 be construed as a partnership, joint venture, agency, trust or other fiduciary relationship between you and us, be construed as a partnership, joint venture, agency, trust or other fiduciary relationship between you and any of our ASPs, except solely for funds held for your benefit by Bill.com in the Client Money Account as described in Section 3.4 or be construed as our or any of our ASPs providing you with any investment, tax, legal, accounting, or business advice or recommendation.

6. Definitions

Except for terms expressly defined below or elsewhere in this Agreement, this Agreement uses terms as defined in the Chase Connect Agreement. ACH Invoice Collections service Our Application under this Agreement that allows you to make electronic collections through the ACH network (but not for an IAT) from eligible payors. All references in this Agreement and on Cashflow360 to the ACH Invoice Collections service mean the Chase Cashflow360SM ACH Collections service under this Agreement, and not the ACH Collections Service as defined in the Chase Connect Agreement.

This Chase Cashflow360SM Online Service Agreement, as it may be amended, modified, supplemented and replaced.

Bill Payments
service Our service under this Agreement that allows you to make payments from your eligible checking Account to eligible payees in the US, either by an ACH credit (but not for an IAT) or by a check we mail for you. All references in this Agreement and on Cashflow360 to the Bill Payments service mean the Chase Cashflow360SM Bill Payments service under this Agreement, and not the Bill Payments Service as defined in the Chase Connect Agreement.

Our Chase Cashflow360SM service, as defined in Section 1.1.

Chase Connect
Our Chase ConnectSM online banking service, its Applications including Cashflow360, and any replacement or successor service.

Chase Connect Agreement
The Chase ConnectSM Online Service Agreement for Chase Connect, as it may be amended, modified, supplemented and replaced.

Client Money Account
The Client Money Account (also known as a for benefit of or FBO Account), maintained with us, by Bill.com in trust: for you for Received Funds, and for our other customers using Cashflow360 for their funds of a similar nature to your Received Funds.

A type of Authorized User, with limited User entitlements as described in this Agreement, designated by your System Administrator, and who is either: an Authorized User on Chase Connect and can access Cashflow360 through either Chase Connect or Bill.com, or a Person who is not an Authorized User on Chase Connect and who can access Cashflow360 only through Bill.com.

Effective Date
August 26, 2018.

JPMC Documents
This Agreement, the Chase Connect Agreement, all Authority Documents, and all documents relating to an Account, Cashflow360 or any other accommodation JPMC gives you that is related to this Agreement.

Legal Requirement
An applicable law, ordinance, decree, requirement, order, judgment, rule, regulation, directive, circular, interpretive letter, guidance or other official release (or a related interpretation) of a Government Authority or regulatory (including self-regulatory) organization to which a Party (and/or its Affiliates or ASPs) is subject. This includes: anti-money laundering laws, rules and regulation Know-Your-Customer and Sanctions laws, rules and regulations Federal Reserve Board Regulations the official text and comments of the Uniform Commercial Code issued by the National Conference of Commissioners on Uniform State Laws and the American Law Institute (excluding the choice of law rules), and tax regulations. It also includes the NACHA Rules, requirements and conditions, as well as those of any other clearing house or association, payment, funds transfer or collection system: in which JPMC or any of its ASPs participates 12 of which JPMC or any of its ASPs is a member, or that JPMC or any of its ASPs uses to process and collect any type of Items, payment orders or funds transfers, or charges, Fees or Transactions. It also includes rules and regulations applicable to: banking system practices and procedures for interbank and third-party collection functions, services, arrangements and systems processing of credit or debit card charges payment and Data arrangements check truncation and image exchange systems, and collection or payment clearing houses or other systems used for your Account or Cashflow360.

Payment Account
The Account you designate for debits and collections under the Bill Payments and ACH Invoice Collections services.

Received Funds
Funds we receive from: you to pay your Instructions, or a third party through Cashflow360 for payment to you.

Security Device
A device required to be used in accordance with our instructions. For a Collaborator entering Cashflow360 through Bill.com, a Security Device is: an intangible security token (such as a software cookie) distributed by us through Cashflow360 to the Collaborator, or a different Security Device we designate for use with Cashflow360 by a Collaborator entering Cashflow360 through Bill.com. For Chase Connect, including an Authorized User entering Cashflow360 through Chase Connect, a Security Device is: an Exempt Security Device your System Administrator has received from us to distribute to an Authorized User an intangible security token (such as a software cookie) distributed by us through Cashflow360 to an Authorized User, if your System Administrator has not received an Exempt Security Device from us to distribute to an Authorized User, orm a different Security Device we designate for use with Cashflow360 by an Authorized User entering Cashflow360 through Chase Connect.