Terms and Conditions

AvidXchange Terms and Conditions

Customer and AvidXchange hereby agree to the following terms and conditions. If you are entering into this Agreement on behalf of a company, you represent that you have the authority to bind the company to the terms governing the use of AvidXchange's Service. The term "you" refers to: (1) The company, its officers, directors, agents, employees and users or (2) An individual, in the case of a non-legal entity, as defined in the registration information provided to AvidXchange. If you do not have such authority, or if you do not agree with these terms, you may not use the Service.  Company shall be responsible for compliance with these terms and conditions by its employees, agents, and users.

Welcome

As part of the Service, AvidXchange will provide Customer with use of the Service, including a browser interface and data encryption, transmission, access and sufficient storage. Customer's registration for, or use of, the Service shall be deemed to be Customer's agreement to abide by this Agreement including any materials annexed hereto, including but not limited to the Service Level Agreement. For reference, a Definitions section is included at the end of this Agreement.

1. Security

Security policies are located at the Security Statement located on the AvidXchange website. AvidXchange reserves the right to modify its security policies in its reasonable discretion from time to time, and will seek to provide prior written notice to Customer of same; provided, however, if such prior notification is commercially unreasonable, AvidXchange will notify Customer as soon as reasonably practicable and appropriate given the nature of the modification. Note that because the Service is a hosted, online Service, AvidXchange occasionally may need to notify all users of the Service of important announcements regarding the operation of the Service via the AvidXchange website.

2. Grants and Restrictions

AvidXchange hereby grants you a non-exclusive, non-transferable, worldwide right to use the Service, solely for your own internal business purposes, subject to the terms and conditions of this Agreement. All rights not expressly granted to you are reserved by AvidXchange and its licensors.

You shall not (i) license, sublicense, sell, resell, rent, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Service or the Content in any way; (ii) modify or make derivative works based upon the Service or the Content; (iii) create Internet "links" to the Service or "frame" or "mirror" any Content on any other server or wireless or Internet-based device; (iv) reverse engineer the Service; or (v) access the Service in order to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics of the Service, or (c) copy any ideas, features, functions or graphics of the Service.

You may use the Service only for your internal business purposes and shall not: (i) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (ii) send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material harmful to children or violative of third party privacy rights; (iii) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (iv) interfere with or disrupt the integrity or performance of the Service or the data contained therein; or (v) attempt to gain unauthorized access to the Service or its related systems or networks.

3. Customer Responsibilities and Authorizations

Customer is responsible for any and all activities that occur through Customer's user accounts and shall abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with use of the Service. Customer shall: (i) notify AvidXchange promptly after discovery of any unauthorized use of any password or user account or any other known or suspected breach of security; (ii) use reasonable efforts to assure that use of the Service shall comply with all applicable local, state, federal, and international laws, regulations, and conventions, including without limitation those related to data privacy, international communications, and the exportation of technical or personal data; and (iii) not knowingly impersonate another AvidXchange user or provide false identity information to gain access to or use the Service. 

At the reasonable written request of AvidXchange, Customer shall provide AvidXchange with such identifying information as may be reasonably necessary under applicable laws and regulations promulgated under OFAC or otherwise, including, without limitation, name, date of birth, address, and identification number so that AvidXchange can fully and properly provide the Services required hereunder.  Customer acknowledges that AvidXchange will have no liability for disclosure of any such information to a government agency. 

If Customer is receiving the AvidPay Service, Customer warrants that it will provide payment and remittance instructions to AvidXchange which are complete and accurate in all respects and will be made in compliance with all applicable laws and regulations, including, but not limited to, OFAC requirements.  Customer shall indemnify AvidXchange against any liability incurred by AvidXchange related to or arising from the remittance instructions supplied by Customer.  Furthermore, AvidXchange shall have no liability for any losses resulting from the inaccuracy of any information (including, without limitation, personal information, invoices, and payment instructions) provided to it by Customer.

Electronic Vendor Invoicing Authorization:   Customer authorizes AvidXchange to act on behalf of Customer to facilitate electronic invoice receipt when available from Customer selected electronic-submission-ready vendors, including the facilitation of email and data only submission.

Customer ePayment ACH Authorization:  For each Vendor ePayment, Customer authorizes AvidXchange to create an ACH Debit from the associated Customer Bank Account that the payment transaction originated from and Customer agrees to execute a reasonable and customary individual ACH authorization form for each account.

Customer agrees not to use the AvidXchange software & Services (including AvidXchange 3rd party partner products incorporated therein) in the operation of a service bureau or in any other manner which would permit or allow the use of the AvidXchange software & Services or any portion thereof, in connection with transactions in which AvidXchange is not involved.

Customers licensing either the AvidBill Network, AvidUtility, or AvidTelecom agree to the following additional provisions, as applicable;

  1. Process a change of address with vendors for all non-EDI invoices to be directed to AvidXchange or approved Partner of AvidXchange at the address and department provided to Customer during the Setup and Configuration process. Customer understands incorrect delivery may result in delays or disconnects by vendors.
  2. Encourage vendors to provide EDI invoices; including requesting that EDI invoices be made a requirement when negotiating new contracts with vendors.

4. Account Information and Data

AvidXchange does not and will not be deemed to own any data, information or material that you submit into the Service in the course of using the Service ("Customer Data"). You, not AvidXchange, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use all Customer Data, and AvidXchange shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Customer Data. In the event this Agreement is terminated (other than by reason of your breach), AvidXchange will make available to you a pdf file of the Customer Data within 60 days of termination if you so request at the time of termination; provided that all fees owed to AvidXchange by Customer are paid in full. AvidXchange reserves the right to withhold, remove and/or discard Customer Data for any material breach, including, without limitation, your non-payment, upon reasonable prior written notice and opportunity to cure. Upon termination for cause following required notice, your right to access or use Customer Data immediately ceases, and AvidXchange shall have no obligation to maintain or forward any Customer Data. Unless you are in breach, all Customer Data used within the Service less than seven years old shall be available to you during the term of this Agreement.

5. Intellectual Property Ownership

AvidXchange alone (and its licensors, where applicable) shall own all right, title and interest, including all related Intellectual Property Rights, in and to AvidXchange Technology, the Content and the Service and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any other party relating to the Service. This Agreement is not a sale and does not convey to you any rights of ownership in or related to the Service, AvidXchange Technology or the Intellectual Property Rights owned by AvidXchange. The AvidXchange name, the AvidXchange logo, and the product names associated with the Service are trademarks of AvidXchange or third parties, and no right or license is granted to use them.

6. Third Party Interactions

During use of the Service, Customer may enter into correspondence with, purchase goods and/or services from, or participate in promotions of vendors through the Service. Any such activity, and any terms, conditions, warranties or representations associated with such activity, are solely between Customer and the applicable third-party. AvidXchange and its licensors shall have no liability, obligation or responsibility for any such correspondence, purchase or promotion between Customer and any such third-party. AvidXchange does not endorse any sites on the Internet that are linked through the Service and, when made available, provides these links to you only as a matter of convenience. In no event shall AvidXchange or its licensors be responsible for any content, products, or other materials on or available from such sites. AvidXchange provides its Service to Customer only pursuant to the terms of this Agreement.  Customer acknowledges and agrees that AvidXchange may retain third parties to assist AvidXchange in the performance of Services, at no additional expense to Customer.  Notwithstanding the foregoing, this Agreement is for the sole benefit of AvidXchange and Customer and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

7. Term

This Agreement commences on the Effective Date for the duration specified on an Order Form ("Initial Term"). Upon expiration of the Initial Term, this Agreement will automatically renew, on a month-to-month basis, upon the expiration of the then current Term unless otherwise specified in an Order Form.

8. Charges and Payment of Fees

AvidXchange charges and collects in advance for continued use of the Service ("Support") in U.S. dollars. AvidXchange will invoice you on the first day of the month preceding the Billing Period with terms of Net 30. The quantity billed will equal the total volume for the same time period immediately preceding the billing date (x) plus the number of actual transactions for the prior period (y) less the number of transactions on the prior bill (z). Support and Transaction fees are nonrefundable whether or not the Service is used.

"Transaction" means an invoice, purchase order, or any other item provided on a fee-per-item basis. For  billing purposes, a transaction will be billed as any invoice or payment we receive within an invoice or payment transmission, not necessarily invoices or payments processed. 

Renewal rates will be the then-current rates in effect at the time of renewal or as specified in the applicable Order Form. Fees for other services will be charged on an as-quoted basis. AvidXchange's fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and Customer shall be responsible for payment of all such taxes, levies, or duties, excluding only United States (federal or state) taxes based solely on AvidXchange's income.

Customer agrees to use reasonable efforts to provide AvidXchange with complete and accurate billing and contact information. This information shall to the extent practicable include Customer's legal company name, street address, email address, and name and telephone number of an authorized billing contact and Administrator. Customer agrees to use best efforts to update this information within 30 days of any discovered change.

Customer's account will be considered delinquent (in arrears) if payment in full is not received by the first day of the Billing Period. If Customer believes that the bill is incorrect, Customer must contact us in writing within 60 days of the invoice date of the invoice containing the amount in question to be eligible to receive an adjustment or credit.

9. Excess Data Storage Fees

The maximum disk storage space provided to you at no additional charge is 10 GB. If the amount of storage space exceeds this limit, you will be charged $10 per 5 GB per month. AvidXchange will use reasonable efforts to notify you when your storage is within 90% of the maximum; however, any failure by AvidXchange to notify you shall not affect your responsibility for such additional storage charges.   AvidXchange reserves the right to establish or modify its general practices and limits relating to storage of Customer Data, provided Customer is not adversely affected and is notified of any such change. Excess Data Storage Fees, as outlined in this section, do not apply when the customer subscribes to the AvidBill Network for invoice processing services or follows the AvidXchange scanning resolution guidelines for any invoices scanned into either the AvidBill Network or AvidInvoice system directly by Customer.

10. Non-Payment and Suspension

In addition to any other rights granted to AvidXchange herein, AvidXchange reserves the right to suspend or terminate this Agreement and Customer's access to the Service if Customer's account becomes sixty (60) days or more delinquent (falls into arrears). Delinquent invoices (accounts in arrears) are subject to interest of 1.0% per month on any outstanding balance, or the maximum permitted by law, whichever is less, plus all reasonable and customary expenses of collection.  If applicable, Customer agrees to pay for Support provided during any period of suspension.  If Customer or AvidXchange initiates termination of this Agreement, Customer will be obligated to pay the balance due on Customer's account computed in accordance with the Charges and Payment of Fees section above. Customer agrees that AvidXchange may charge Customer for such unpaid fees. Customer agrees and acknowledges that AvidXchange has no obligation to retain Customer Data and that such Customer Data may be irretrievably deleted if your account is 60 days or more delinquent.

11. Termination

Either party may terminate this Agreement effective upon the expiration of the then current Term, by notifying the other party in writing at least sixty (60) business days prior to the date of the invoice for the following term.

12. Termination for Cause

Any breach of Customer's payment obligations or unauthorized use of the AvidXchange Technology or Service will be deemed a material breach of this Agreement. AvidXchange, in its sole discretion, may terminate Customer's password, account or use of the Service if Customer materially breaches or otherwise fails to materially comply with this Agreement. Customer agrees and acknowledges that AvidXchange has no obligation to retain the Customer Data, if Customer has materially breached this Agreement, including but not limited to failure to pay outstanding fees, and such breach has not been cured within 30 days of receiving written notice of such breach.

13. Representation and Warranties

Each party represents and warrants that it has the legal power and authority to enter into this Agreement. AvidXchange represents and warrants that it will provide the Service in a manner consistent with industry standards reasonably applicable thereto. Customer represents and warrants that it has not falsely identified itself nor knowingly provided any false information to gain access to the Service and that Customer's billing information is to the best of its knowledge, correct.

14. Mutual Indemnification

Customer shall indemnify and hold AvidXchange, its licensors and each such party's parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all actual claims, costs, damages, losses, liabilities and reasonable expenses (including reasonable attorneys' fees and costs) directly arising out of or in connection with: (i) a claim alleging that use of the Customer Data infringes the rights of, or has caused harm to, a third party; (ii) a claim, which if true, would constitute a violation by Customer of, the representations and warranties made by Customer in this Agreement; (iii) a claim arising from the gross negligence or willful misconduct of Customer or Customer’s affiliates, officers, directors, employees, and agents; (iv) a claim arising from the breach by Customer or its agents, affiliates, representatives or Users of this Agreement.  AvidXchange shall give Customer notice promptly upon having knowledge of such claim after learning of the assertion of or having specific knowledge as to any claim, or the commencement of any suit, action or proceeding, in respect of which indemnity may be sought hereunder; provided however, that the failure of AvidXchange to give such notice will not relieve Customer of any liability that it may have except to the extent that Customer demonstrates that the defense is materially prejudiced by the failure to give such notice on a timely basis.  Customer may not settle or defend any claim unless it unconditionally releases AvidXchange of all liability and such settlement does not negatively and materially affect AvidXchange's business or the Services.

AvidXchange shall indemnify and hold Customer and its parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) any claims alleging that the Service infringes a copyright, a U.S. patent, or trademark of a third party; (ii) a claim, which if true, would constitute an inaccuracy of, or a violation by AvidXchange of, the representations and warranties made by AvidXchange in this Agreement; (iii) a claim arising from the gross negligence or willful misconduct of AvidXchange or AvidXchange’s affiliates, officers, directors, employees, and agents; or (iv) a claim arising from breach of this Agreement by AvidXchange, or its agents, affiliates or representatives.   Customer shall give AvidXchange notice promptly upon having knowledge of such claim after learning of the assertion of or having specific knowledge as to any claim, or the commencement of any suit, action or proceeding, in respect of which indemnity may be sought hereunder; provided however, that the failure of Customer to give such notice will not relieve AvidXchange of any liability that it may have except to the extent that AvidXchange demonstrates that the defense is materially prejudiced by the failure to give such notice on a timely basis.  AvidXchange may not settle or defend any claim unless it unconditionally releases Customer of all liability .  AvidXchange shall have no indemnification obligation for claims arising from any infringement based upon  Customer’s combination of the Service with any hardware or software of Customer or a third party.  

15. Disclaimer of Warranties

With respect to the Services, AvidXchange warrants to Customer only that, during the term of the Agreement, that such Services will conform in all material respects with the terms of this Agreement and product documentation provided by AvidXchange. This warranty shall automatically expire or terminate upon the expiration or termination of this Agreement.   Otherwise, AvidXchange and its licensors make no representation, warranty, or guarantee as to the reliability, timeliness, quality, suitability, truth, availability, accuracy or completeness of the Service or any Content; AvidXchange and its licensors do not represent or warrant that (i) the use of the Service will be secure, timely, uninterrupted or error-free or operate in combination with any other hardware, software, system or data, (ii) the Service will meet customer's requirements or expectations, (iii) any stored data will be accurate or reliable, (iv) the quality of any products, services, information, or other material purchased or obtained by customer through use of this service will meet customer's requirements or expectations, (v) errors or defects will be corrected, (vi) the Service or the server(s) that make the Service available are free of viruses or other harmful components, or (vii) any payee on a remittance item will post a credit to Customer's account in an accurate or timely manner. The Service and all content is provided to customer strictly on an "as is" basis. All conditions, representations and warranties, whether express, implied, statutory or otherwise, including, without limitation, any implied warranty of merchantability OR fitness for a particular purpose, are hereby disclaimed to the maximum extent permitted by applicable law by AvidXchange and its licensors.

Sole Remedy. In the event of AvidXchange’s breach of the warranty contained in this section that is verified by AvidXchange, Customer’s sole and exclusive remedy shall be for AvidXchange to correct the problem that caused the breach as promptly as reasonably possible.  However, AvidXchange shall not be obligated to remedy any breach of warranty if the breach resulted from or was otherwise caused, in whole or in part, by (i) Customer’s failure to comply with this Agreement, (ii) Customer’s acts or omissions, (iii) Customer’s modification of the Services or any part thereof, (iv) Customer’s combination of the Services or any part thereof with any hardware or software of Customer or a third party, or (v) a cause beyond AvidXchange’s reasonable control, including computer viruses, hackers, failure of electric power, or Internet downtime.

16. Internet and Other Delays

AvidXchange's Service may be subject to limitations, delays, and other problems outside of its control which are inherent in the use of the Internet and electronic communications. AvidXchange cannot guarantee that data submitted through the Internet will be secure from unauthorized access or will be free of errors or omissions due to the Internet transmission.  AvidXchange is not responsible for any delays, delivery failures, or other damage resulting from such problems.

Customer acknowledges and agrees that AvidXchange shall not be liable for any losses incurred by Customer arising out of any delay in any wire transfer or processing of ACH debits or credits, unless such delay is caused by AvidXchange.  Customer further acknowledges and agrees that AvidXchange shall not be liable for any losses incurred by Customer arising out of any delay of the United States Postal Service or other reputable carrier, unless such delay is caused by AvidXchange.\

17. Limitation of Liability

IN NO EVENT SHALL EITHER PARTY AND/OR ITS LICENSORS BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THE SERVICE, INCLUDING BUT NOT LIMITED TO THE USE OF INABILITY TO USE THE SERVICE, OR FOR ANY CONTENT OBTAINED FROM OR THROUGH THE SERVICE, ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, EVEN IF THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT OR SUCH PARTY'S LICENSORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 

THE FOREGOING LIMITATION OF LIABILITY SHALL NOT APPLY (A) WITH RESPECT TO CUSTOMER, TO FEES OTHERWISE DUE AND OWING UNDER THIS AGREEMENT, (B) WITH RESPECT TO EACH PARTY, (1) DAMAGES ARISING OUT OF SUCH PARTY'S FRAUD OR WILLFUL MISCONDUCT AND (2) SUCH PARTY'S INDEMNIFICATION OBLIGATIONS UNDER THIS AGREEMENT.

AVIDXCHANGES'S CUMULATIVE LIABILITY UNDER THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR OTHERWISE, SHALL NOT EXCEED THE total AMOUNT OF FEES PAID TO AVIDXCHANGE BY CUSTOMER UNDER THIS AGREEMENT WITHIN THE MOST RECENT TWElve- MONTH PERIOD.

THE LIMITATIONS SPECIFIED IN THIS SECTION 17 WILL SURVIVE TERMINATION OF THIS AGREEMENT AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THIS AGREEMENT IS FOUND TO HAVE FAILED ITS ESSENTIAL PURPOSE.

NO ACTION ARISING OUT OF THIS AGREEMENT MAY BE BROUGHT MORE THAN one (1) YEAR AFTER THE cause of action has accrued.

18. Severability

If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

19. Local Laws and Export Control

This site provides services and uses software and technology that may be subject to United States export controls administered by the U.S. Department of Commerce, OFAC, and other U.S. agencies and the export control regulations of the European Union. The user of this site ("User") acknowledges and agrees that the site shall not be used, and none of the underlying information, software, or technology may be transferred or otherwise exported or re-exported to any country to which the United States and/or the European Union maintains an embargo (collectively, "Embargoed Countries"), or to or by a national or resident thereof, or any person or entity on the U.S. Department of Treasury's List of Specially Designated Nationals or the U.S. Department of Commerce's Table of Denial Orders (collectively, "Designated Nationals"). The lists of Embargoed Countries and Designated Nationals are subject to change without notice. By using this site, User represents and warrants that it is not located in, under the control of, or a national or resident of an Embargoed Country or Designated National. User agrees to comply strictly with all U.S. and European Union export laws and assumes sole responsibility for obtaining licenses to export or re-export as may be required. 

AvidXchange reserves the right to suspend or deactivate the Services as reasonably required to terminate or investigate illegal, fraudulent or suspicious activities, provided that AvidXchange will provide reasonable notice to Customer in writing as soon as practicable of any such suspension or deactivation, unless the provision of such notice is restricted by law enforcement or regulatory agencies.

This site may use encryption technology that is subject to licensing requirements under the U.S. Export Administration Regulations, 15 C.F.R. Parts 730-774 and Council Regulation (EC) No. 1334/2000.

AvidXchange and its licensors make no representation that the Service is appropriate or available for use in locations other than the United States or Canada. If Customer uses the Service from outside the United States of America or Canada, Customer is solely responsible for compliance with all applicable laws, including without limitation export and import regulations of other countries. Any diversion of the Content contrary to United States or European Union (including European Union Member States) law is prohibited. None of the Content, nor any information acquired through the use of the Service, is or will be used for nuclear activities, chemical or biological weapons, or missile projects, unless specifically authorized by the United States Government or appropriate European body for such purposes.

20. Notice

AvidXchange may give notice by means of a general notice through the Service, electronic mail to Customer's email address on record in AvidXchange's account information, or by written communication sent by first class mail or pre-paid post to Customer's address on record in AvidXchange's account information. Such notice shall be deemed to have been given upon the expiration of 72 hours after mailing or posting (if sent by first class mail or pre-paid post) or 24 hours after sending (if sent by email). Customer may give notice to AvidXchange (such notice shall be deemed given when received by AvidXchange) at any time by any of the following: letter sent by confirmed facsimile to AvidXchange at the following fax number: 704.971.8172; letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail to AvidXchange at the following address: AvidXchange, Inc. 1111 Metropolitan Avenue, Suite 650, Charlotte, NC 28204, addressed to the attention of: Chief Financial Officer.

21. Modification to Terms

AvidXchange reserves the right to modify the terms and conditions of this Agreement or its policies relating to the Service at any time via written separate communication.  If such modification materially and adversely affects Customer, then Customer shall have the right to terminate this Agreement without penalty upon thirty days prior written notice w to AvidXchange if AvidXchange does not agree to alter such modification as reasonably requested by Customer... Continued use of the Service after any such changes shall constitute your consent to such changes.

22. Assignment; Change in Control

Customer may not assign this Agreement without the prior written approval of AvidXchange; notwithstanding the forgoing, either party may assign this Agreement to (i) a parent or subsidiary, (ii) an acquirer of substantially all of its voting stock or assets, or (iii) a successor by merger. Any purported assignment in violation of this section shall be void. Notwithstanding the foregoing, any actual or proposed change in control of Customer that results or would result in a direct competitor of AvidXchange directly or indirectly owning or controlling 50% or more of you shall entitle AvidXchange to terminate this Agreement for cause immediately upon written notice.

23. General

With respect to U.S. Customers, this Agreement shall be governed by North Carolina law and controlling United States federal law, without regard to the choice or conflicts of law provisions of any jurisdiction,. No text or information set forth on any other purchase order, preprinted form or document (other than an Order Form, if applicable) shall add to or vary the terms and conditions of this Agreement. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect. No joint venture, partnership, employment, or agency relationship exists between Customer and AvidXchange as a result of this Agreement or use of the Service. The failure of AvidXchange to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by AvidXchange in writing. No waiver shall be deemed a continuing waiver or waiver in respect of any subsequent breach or default, whether of similar or different nature, unless expressly so stated in writing. This Agreement, the attachments hereto, together with any applicable Order Form, comprise the entire agreement between Customer and AvidXchange and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding the subject matter contained herein.  Each party agrees to pay or reimburse the other party for attorney’s fees and expenses incurred by reason of any suit, action, proceeding or arbitration involving this Agreement. 

24. Definitions

As used in this Agreement and in any Order Forms now or hereafter associated herewith:

"Agreement" means this online services agreement (including, without limitation, these Terms and Conditions), and any Order Forms, and any materials available on the AvidXchange website specifically incorporated by reference herein, as such materials, including the terms of this Agreement, may be updated by AvidXchange from time to time in its sole discretion;

"AP Connector" is an application that automates how invoices are transmitted from a vendor's accounting system to AvidInvoice;

"AvidBill" or the "AvidBill Network" is the service that automates how vendor invoices are received and delivered into AvidInvoice, including vendor registration services, vendor status and communication services, email management services, electronic file management services, AP Connectors, and activity reporting;

"AvidInvoice" is the service for managing vendor invoices, including management and configuration of workflows for routing and approval, account coding, archival and searching services, user alerts notifications, and activity reporting;

"AvidBuy" is the service for managing purchase orders, including configuration of workflows for routing and approval, shopping-basket functionality, archival and searching services, vendor notifications via email, user alerts notifications, and activity reporting;

"AvidContract" is the service for managing vendor contracts, including, storage of contract details and a signed Agreement, catalog services for contracted-for items, association to purchase orders and invoices, and reporting;

"AvidPay" is the service for automatic bill payment, including management of Customer ACH banking information and vendor ePayment information and remittance delivery methods.

"AvidPay Payment Network" is the service for creating and maintaining a private payment network for Customer’s vendors to receive electronic payments and receive specific invoice and payment information;

"AvidSync" is the service to synchronize data between your accounting systems and the AvidXchange Service;

"AvidUtility" is the service for processing utility bills, utility & energy related analytics along with automatic bill payment, including management of Customer ACH banking information and utility vendor ePayment information and remittance delivery methods.

"AvidEnergy" is the service for providing energy analysis and energy procurement related services with 3rd party suppliers.

 "AvidPay" is the service for automatic bill payment, including management of Customer ACH banking information and vendor ePayment information and remittance delivery methods.

"AvidTelecom" is the service for managing telecom assets and expenses and integrating telecom bills into AvidInvoice

"AvidXchange" means AvidXchange, Inc. a Delaware corporation, having its principal place of business at 1111 Metropolitan Avenue, Suite 650, Charlotte, NC 28204;

"AvidXchange Technology" means all of AvidXchange's proprietary technology (including software, hardware, products, processes, algorithms, user interfaces, know-how, techniques, designs, documentation, and other tangible or intangible technical material or information) made available to Customer by AvidXchange in providing the Service;

"Billing Period" means the dates for which Support fees or Transaction fees apply.

"Content" means the audio and visual information, documents, software, products and services contained or made available by AvidXchange or its third party partners to Customer in the course of using the Service;

"Customer, You or Customer's" means the individual or legal entity, its directors, officers, affiliates agents, and employees, as identified in the registration and identification data provided to AvidXchange via this web site or on an Order Form;

"Customer Data" means any data, information or material provided or submitted by Customer to AvidXchange in the course of utilizing the Service;

"Effective Date" means the earlier of either the date this Agreement or any Order Form referencing this Agreement is accepted or the date Customer first logs into the Service;

"Initial Term" means the initial period during which Customer is obligated to pay for the Service as specified on an Order Form;

"Intellectual Property Rights" means unpatented inventions, patent applications, patents, design rights, copyrights, trademarks, service marks, trade names, domain name rights, mask work rights, know-how and other trade secret rights, and all other intellectual property rights, derivatives thereof, and forms of protection of a similar nature;

"Invoice" or "Bill" means any document related to accounts payable including without limitation, an invoice, vendor statement, work order, purchase order, and general vendor correspondence.

"OFAC" means the United States Department of Treasury Office of Foreign Assets Control.

"Order Form(s)" means the form evidencing the initial subscription for the Service, specifying, among other things, the Services contracted for, the applicable fees, the Billing Period, and other charges and terms as agreed to between the parties, each such Order Form shall be incorporated into and become a part of this Agreement. In the event of any conflict between the terms of this Agreement and the terms of any such Order Form, the terms of the Order Form shall prevail;

"Service(s)" means the specific edition of AvidXchange's online requisitioning and payables management, billing, data analysis, and other services identified during the ordering process, developed, operated, and maintained by AvidXchange accessible via www.avidxchange.com or another designated web site or IP address, or ancillary services rendered to Customer by AvidXchange, to which Customer is being granted access under this Agreement, including the AvidXchange Technology and the Content;

"Support" means the maintenance, hosting, and support services for the Service;

"Term(s)" means the period(s) during which the Customer and its Users are authorized to use the Service pursuant to this Agreement and any applicable Order Form(s);

"Transaction" means an invoice, purchase order, or any other item provided on a fee-per-item basis.  For billing purposes, a transaction will be billed as any invoice or payment we receive within an invoice or payment transmission, not necessarily invoices or payments processed.

Security Statement  

AvidXchange utilizes some of the most advanced technology for Internet security available today. When you access our site using Microsoft Internet Explorer versions 6.0 or higher, Secure Socket Layer (SSL) technology protects your information using both server authentication and data encryption, ensuring that your data is safe, secure, and available only to registered Users in your organization. Your data will be completely inaccessible to everyone else.

AvidXchange provides each User in your organization with a unique user name and password that must be entered each time a User logs on. AvidXchange issues a session "cookie" only to record encrypted authentication information for the duration of a specific session. The session "cookie" does not include either the username or password of the user. AvidXchange does not use "cookies" to store other confidential user and session information, but instead implements more advanced security methods based on dynamic data and encoded session IDs.

In addition, AvidXchange is hosted in a secure server environment that uses a firewall and other advanced technology to prevent interference or access from outside intruders.