AvidXchange Terms and Conditions
These General Terms and Conditions form a part of the Agreement between AvidXchange, Inc. (together with its affiliates, “AvidXchange”) and Customer for the AvidXchange Services purchased by Customer. As part of its standard business practices, AvidXchange may find it necessary to update these General Terms and Conditions as it deems reasonable and appropriate. Customer acknowledges that AvidXchange may communicate such changes via the AvidXchange website, the web portal for the Services or any other reasonable means, and Customer agrees that its continued use of the Services after the date of notification of such changes shall constitute Customer’s agreement to such changes.
1. AvidXchange Services
AvidXchange hereby grants Customer a limited, non-exclusive, non-transferable right to use the Services solely for Customer’s own internal business purposes, subject to the terms and conditions of the Agreement. All rights not expressly granted to Customer in the Agreement are reserved by AvidXchange and its licensors. As part of the Services, AvidXchange will (i) provide Customer with a browser interface and data transmission, access and storage and (ii) maintain the Services in a workmanlike manner customary for service providers in the industry, including reasonable administrative, physical and technical safeguards to protect the Services, the Content and data received, stored or transmitted in connection with the Services.
Customer agrees it will not (i) license, sublicense, sell, resell, rent, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Services or the Content in any way; (ii) modify or make derivative works based upon the Services or the Content; (iii) create Internet links to the Services or frame or mirror any Content on any other server or wireless or internet-based device; (iv) reverse engineer the Services or the Content; or (v) access the Services or Content in order to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics, or (c) copy any ideas, features, functions or graphics of the Services or Content.
Customer further agrees it will not use the Services or Content to: (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 Services or the data contained therein; or (v) attempt to gain unauthorized access to the Services or its related systems or networks.
AvidXchange reserves the right to suspend or deactivate Services as reasonably required to terminate or investigate illegal, fraudulent or suspicious activities, provided that AvidXchange will provide notice to Customer as soon as practicable of any such suspension or deactivation if such notice is permitted by law enforcement or regulatory agencies.
Customer may request changes or enhancements to the Services. In such event, Customer shall provide a written description of the requested changes and the parties shall meet in good faith to discuss the change and any additional costs or other required terms. Any such changes shall only become effective upon mutual agreement on an executed change order or amendment.
From time to time, AvidXchange may notify all users of the Services of important announcements regarding the operation of the Services via the AvidXchange website, Services web portal or any other reasonable means.
2. 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 laws, treaties and regulations in connection with use of the Services. 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 and (ii) not knowingly impersonate another AvidXchange user or provide false identity information to gain access to or use the Services.
If AvidXchange is required to respond to a subpoena, demand or request from OFAC or any other government agency, Customer shall provide AvidXchange with such identifying information as may be reasonably necessary for compliance under applicable laws and regulations promulgated under OFAC or otherwise, including, without limitation, name, date of birth, address and identification number. AvidXchange shall 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 in compliance with all applicable laws and regulations, including, but not limited to, OFAC requirements. Customer shall indemnify AvidXchange against any liability, costs or expenses incurred by AvidXchange related to or arising from the remittance instructions supplied by Customer. AvidXchange shall have no liability for any losses resulting from the failure of Customer to provide timely and accurate information to AvidXchange (including, without limitation, personal information, invoices, and payment instructions).
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.
If Customer uses AvidBill Network, AvidUtility or AvidTelecom, Customer agrees to process a change of address with each of its vendors for all non-EDI invoices to be directed to AvidXchange or an approved partner of AvidXchange at the address and department provided to Customer during the Setup and Configuration process. Customer understands that incorrect delivery of invoices may result in delays, suspensions, disconnects or terminations by Customer’s vendors and AvidXchange shall have no liability with respect to such vendor actions. Customer will encourage its vendors to submit EDI invoices and will use reasonable efforts to negotiate EDI invoices into any new contracts or contract renewals.
3. Account Information and Data
Customer represents and warrants that: (a) Customer owns or has all necessary legal rights and licenses to use and provide the Customer Systems and Materials in connection with the Services, (b) the Customer Systems and Materials are and will be in compliance with all laws, rules, regulations; and (c) Customer is solely responsible for the content and rights to use the Customer Systems and Materials and AvidXchange’s use of the Customer Systems and Materials shall not violate the rights of any third party or any law, rule or regulation. Customer specifically acknowledges and agrees that AvidXchange has not and is not expected to provide Customer with any analysis, interpretation or advice regarding the compliance of any aspect of Customer's Materials or programs with any third party rights or laws, rules, or regulations. Upon request, Customer shall provide reasonable proof of compliance with the provisions set forth in this section and AvidXchange shall have no obligation to provide Services where AvidXchange reasonably believes that Customer has not so complied.
AvidXchange shall not be liable hereunder relating to the Client Systems and Materials, including the failure by Customer to timely provide the Client Systems and Materials. Customer shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness and intellectual property rights to use, and the provision and maintenance, of all Customer Systems and Materials in connection with the Services and the Content, and AvidXchange shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Customer Systems and Materials. During the term of the Agreement, Customer Materials used within the Services during the immediately preceding seven-year period will be available to Customer. Upon expiration of the term of the Agreement, AvidXchange will make available to Customer a .pdf file of the Customer Materials if requested within 60 days of such expiration; provided that all fees owed to AvidXchange by Customer have been paid in full. The Services are designed to facilitate the processing and transmission of business-to-business information. To the extent that Customer intentionally or inadvertently includes personal or consumer information within Customer Materials, Customer, and not AvidXchange, shall be solely responsible for such information and compliance with all applicable laws, including any notices or other remedies that may be required to be provided to any affected consumer, and Customer shall indemnify and hold AvidXchange harmless against any liability that may arise in connection with such Customer Materials.
4. Intellectual Property Ownership
AvidXchange and its licensors, if any, own all right, title and interest, including all related Intellectual Property Rights, in and to AvidXchange Technology, the Content and the Services and any suggestions, ideas, enhancement requests, feedback, recommendations or other information relating to the Services offered by Customer or any other party. The Agreement is not a sale of, and does not convey to Customer, any rights of ownership in or related to the AvidXchange Technology, Content or Services or the Intellectual Property Rights owned by AvidXchange. The AvidXchange name, logos and the product names associated with the Services are trademarks of AvidXchange or third parties, and no right or license is granted for Customer to use them. Customer acknowledges and agrees that all aggregated user data available from the Services, the Content and the AvidXchange Technology that is not specific to and does not identify any given user shall be owned exclusively by AvidXchange.
5. Third Party Interactions
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 the Agreement.
6. Fees and Payment
Customer will provide AvidXchange with complete and accurate billing and contact information. This information shall include Customer's legal company name, street address, email address and the name(s) and telephone number(s) of an authorized billing contact and administrator. Customer agrees to update this information within 30 days of any discovered change.
Client shall pay all amounts when due in accordance with the Agreement. Interest shall accrue on all past due undisputed amounts at a rate which is the lesser of one and a half percent (1.5%) per month or the highest rate allowed by law. If Client has a good faith dispute regarding any invoiced amount, Client agrees to pay the undisputed portion of the invoice and make a note on the invoice regarding the disputed portion and send it to AvidXchange on or before the applicable payment due date; otherwise, Client will be deemed to agree to such charges and Provider will not be subject to making adjustments to charges or invoices. Customer agrees to reimburse AvidXchange for costs incurred to collect past due, undisputed amounts.
AvidXchange's fees and charges are exclusive of all taxes, levies, duties or similar assessments by governmental authorities, and Customer shall be responsible for payment of all such assessments in connection with the Services or arising from the Agreement, excluding only amounts based on AvidXchange's income. AvidXchange shall add to each invoice and Customer shall pay any sales, use, excise, value-added, gross receipts, services, labor related, consumption and other similar taxes or surcharges , however designated, that are levied by any taxing authority in connection with the provision or use of Services under this Agreement. If at any time during the term of this Agreement AvidXchange believes that it is required by law to collect any new or additional taxes for which Customer would be responsible for paying, AvidXchange shall notify Customer of such taxes, collect such taxes directly from Customer and remit such taxes to the appropriate governmental authority. If any taxing authority determines at any time that AvidXchange has incorrectly determined any tax liability regarding taxes for which Customer is responsible pursuant to this Agreement, AvidXchange shall have the right to invoice Customer for such taxes determined by such taxing authority to be due and owing.
7. Non-Payment and Suspension
In addition to any other rights granted to AvidXchange herein, AvidXchange reserves the right to suspend or terminate the Agreement and Customer's access to the Services and data stored herein if Customer fails to pay any amount when due and further fails to correct such non-payment within ten (10) days following written notice of such delinquency from AvidXchange. If applicable, Customer agrees to pay for Support provided during any period of suspension.
Either party may terminate the Agreement if the other party fails to perform a material obligation and does not cure such non-performance within 30 days (or such other time as the parties may agree) following receipt of a written notice of default from the other party.
Each party may disclose (the “Discloser”) confidential information (“Confidential Information”) to the other party (the “Recipient”) in connection with the Agreement. In each such case, Recipient shall hold the Confidential Information in confidence and shall not disclose it to any third party except to a party that controls, is controlled by or in common control with Recipient (each, an “Affiliate”); employees, contractors or agents who have a need to know such Confidential Information in order to perform Recipient’s obligations under the Agreement; or Recipient’s legal or financial advisors or auditors. Customer’s Confidential Information shall include all information relating to the trade secrets or business affairs of Customer, including, without limitation, Customer Materials. AvidXchange’s Confidential Information shall include information relating to the trade secrets or business affairs of AvidXchange, including, without limitation, the AvidXchange Technology, Content, Services and any derivative works thereof. Except as herein provided, neither party shall have any rights in the other party’s Confidential Information and shall return or destroy all such Confidential Information upon termination or expiration and non-renewal of the Agreement or upon the Discloser’s request. The obligations of confidentiality shall survive termination or expiration of the Agreement for a period of three (3) years, except that Confidential Information identified by Discloser as a trade secret shall remain confidential until it is no longer secret. Notwithstanding the foregoing, Confidential Information in electronic form residing on Recipient’s systems, including backup, disaster recovery, or business continuity systems and the obligations hereunder with respect to such Confidential Information shall survive until such Confidential Information is destroyed.
Confidential Information does not include information that: (a) was already in the lawful possession of Recipient prior to receipt from Discloser; (b) becomes available to Recipient on a non-confidential basis from a source that is not under an obligation to keep such information confidential; (c) is generally available to the public other than as a result of a breach of the Agreement by Recipient or its representative(s); or (d) is subsequently and independently developed by employees, consultants or agents of the Recipient without reference to the Confidential Information disclosed hereunder. Recipient shall not be considered to have breached its obligations by disclosing Confidential Information of the Discloser as required to satisfy any request of a competent governmental body, provided that promptly upon receiving any such request and to the extent that it may legally do so, Recipient advises Discloser of such request prior to making such disclosure so that Discloser may object to such disclosure, take action to assure confidential handling of the Confidential Information or such other action as it deems appropriate to protect the Confidential Information.
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 third party claims, costs, damages, losses, liabilities and reasonable expenses (including reasonable attorneys' fees and costs) arising out of or in connection with (i) any claim alleging that use of the Customer Systems and Materials in connection with the Services infringes the rights of, or has caused harm to, a third party or (ii) a breach of Customer’s representations, warranties or obligations under the Agreement.
AvidXchange will have the obligation and right at the entire expense of AvidXchange to defend any claim, suit or proceeding brought against Customer or its officers, directors, employees or agents to the extent it is based on a third party claim that the Services supplied by AvidXchange infringe a United States copyright or a United States patent issued as of the effective date of the applicable Order Form, provided that AvidXchange will have no indemnity obligation or other liability hereunder arising from: (1) Customer’s negligence, breach of the Agreement or alteration of the Services as provided by AvidXchange; (2) the Customer Systems and Materials or information, designs, specifications, directions, instructions, software, data or materials not furnished by AvidXchange; or (3) the combination of the Services with Customer’s systems or hardware, software, materials, products or services not provided by AvidXchange. If such a claim is or is likely to be made, AvidXchange will, at its own expense and sole discretion, exercise one or the following remedies: (a) obtain for Customer the right to continue to use the Services consistent with the Agreement; (b) modify the Services so they are non-infringing and in compliance with the Agreement; or (c) terminate the infringing portion of the Services without liability for such termination other than the ongoing indemnity obligation hereunder. The foregoing states the entire obligation of AvidXchange and its licensors, and the exclusive remedy of Customer, with respect to infringement of proprietary rights. Customer shall provide AvidXchange with prompt written notice of any claim for indemnification, reasonable assistance in the defense of the claim and exclusive authority to control the defense or settlement of the claim.
11. Warranty and Disclaimer
AvidXchange warrants to Customer that during the term of the Agreement the Services will conform in all material respects with the terms of the Agreement and product documentation provided by AvidXchange. This warranty shall automatically terminate upon the expiration or termination of the Agreement. AvidXchange and its licensors make no other representation, warranty, or guarantee as to the reliability, timeliness, quality, suitability, truth, availability, accuracy or completeness of the Services or any Content; Without limiting the generality of the foregoing, AvidXchange and its licensors do not represent or warrant that (i) use of the Services will be secure, timely, uninterrupted or error-free or operate in combination with any other hardware, software, system or data, (ii) the Services will meet customer's requirements or expectations, (iii) any stored or transmitted data will be accurate or reliable or secure from unauthorized access, (iv) the quality of any products, services, information, or other material purchased or obtained by Customer through use of the Services will meet Customer's requirements or expectations, (v) errors or defects will be corrected, (vi) the Services or the server(s) that make the Services 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. EXCEPT FOR THE EXPRESS WARRANTY GIVEN IN THIS SECTION, THE SERVICES AND ALL CONTENT ARE 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.
If Customer notifies AvidXchange of a breach of warranty during the Agreement term, upon confirmation by AvidXchange, AvidXchange will use commercially reasonable efforts to correct the defect, which may include providing a work-around, patch or replacement technology of functional equivalence. The foregoing remedy is sole and exclusive for any breach of warranty claim. 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 the Agreement, (ii) the acts or omissions of any person other than AvidXchange or its agents, (iii) Customer’s modification of the Services or any part thereof, (iv) Customer’s use of the Services or any part thereof in combination with any hardware or software of Customer or a third party, or (v) any other cause beyond AvidXchange’s reasonable control, including without limitation, computer viruses, hackers, failure of electric power, or internet downtime.
12. Internet and Other Delays and Failures
Neither party shall be liable for delays or failure to perform (excluding, however, Customer’s obligations to pay for Services performed) due to causes beyond its reasonable control, including without limitation, acts of God or the public enemy; fire or explosion; flood; stability or availability of the internet; the elements; telecommunication system failure; war; technology attacks; epidemic; acts of terrorism; riots; embargoes; quarantine; viruses; strikes; lockouts; disputes with workmen or other labor disturbances; total or partial failure of transportation, utilities, delivery facilities or supplies; acts or requests of any governmental authority; or any other cause beyond its reasonable control whether or not similar to the foregoing.
Customer expressly 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 or any delay of the United States Postal Service or other mail carrier, unless any such delay is caused solely by AvidXchange.
13. Limitation of Liability
IN NO EVENT SHALL EITHER PARTY OR ITS LICENSORS BE LIABLE FOR ANY PUNITIVE, SPECIAL, COVER, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR INDIRECT DAMAGES OF ANY TYPE OR KIND (INCLUDING FOR EXAMPLE, LOSS OF GOODWILL, DATA, REVENUE, PROFITS, SAVINGS, OR FOR ANY CONTENT OBTAINED FROM OR THROUGH THE SERVICES, 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 ARE FORESEEABLE.
AVIDXCHANGE'S CUMULATIVE LIABILITY UNDER THE AGREEMENT, WHETHER IN CONTRACT, TORT OR OTHERWISE, SHALL NOT EXCEED THE TOTAL AMOUNT OF FEES PAID TO AVIDXCHANGE BY CUSTOMER UNDER THE AGREEMENT WITHIN THE MOST RECENT SIX- MONTH PERIOD.
NO ACTION ARISING OUT OF THE AGREEMENT MAY BE BROUGHT MORE THAN ONE (1) YEAR AFTER THE CAUSE OF ACTION HAS ACCRUED.
THE DISCLAIMERS AND LIMITATIONS OF LIABILITY IN THE AGREEMENT SHALL SURVIVE EXPIRATION OR TERMINATION OF THE AGREEMENT, WILL APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THE AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE AND FORM AN ESSENTIAL PART OF THE CONSIDERATION FOR THE PARTIES’ PERFORMANCE.
AvidXchange may give notices concerning the Services or AvidXchange’s business to Customer by means of a general notice through the Services or its website or by electronic mail to Customer's email address, which notices are deemed given 24 hours after transmission. However, any legal notice concerning Customer’s obligations or rights under the Agreement shall be sent in writing by confirmed facsimile or by nationally recognized overnight delivery service and shall be deemed given upon receipt. AvidXchange shall use Customer’s then current contact information on record in AvidXchange's account information for all notices. 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: Legal Department.
AvidXchange reserves the right to modify its policies relating to the Services and these General Terms and Conditions at any time. Such changes may be posted on the AvidXchange website or the web portal for the Services or may be provided by email or any other reasonable means of communication. Customer’s continued use of the Services after implementation of such changes constitutes Customer’s acceptance of such changes. If Customer notifies AvidXchange in writing within 30 days following implementation of such changes that they materially adversely affect Customer and AvidXchange does not agree to a modification to mitigate such adverse effect to Customer, then Customer shall have the right to terminate the Agreement without penalty upon 30 days prior written notice, provided Customer has paid all amounts payable for Services provided prior to the termination date.
Customer may not assign the Agreement without the prior written approval of AvidXchange, which approval shall not be unreasonably withheld.
The Agreement shall be deemed made in, and governed by the laws of, the state of North Carolina without regard to the choice or conflicts of law provisions of any jurisdiction. No text or information set forth on any purchase order or other preprinted form or document shall add to or vary the terms and conditions of the Agreement. If any provision of the Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision, with all other provisions remaining in full force and effect. The parties are independent contractors and no joint venture, partnership, employment, or agency relationship exists between Customer and AvidXchange as a result of the Agreement or use of the Services. The failure of AvidXchange to enforce any right or provision in the 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.
Without the prior written consent of the other party, during the term of this Agreement and continuing through the first anniversary of the termination of the Agreement, neither party shall, and shall ensure that its affiliates do not, directly or indirectly, solicit or attempt to solicit for employment any employees or agents of the other party who are directly involved in carrying out the obligations of such party related to the Services. If any employee or agent of a party, as a result of active recruitment solicitation by the other party, becomes employed by such other party within the time periods defined above, such other party agrees to pay the party at the time of such employment an amount equal to seventy-five percent (75%) of the employee’s or agent’s estimated income during the first year of employment. This paragraph does not pertain to unsolicited individuals that voluntarily approach a party for employment or respond to general advertising.
All provisions of this Agreement which by their nature should survive termination shall survive termination, including Sections 2 (Customer Responsibilities and Authorizations), 3 (Account Information and Data), 4 (Intellectual Property Ownership), 6 (Fees and Payment), 9 (Confidentiality), 10 (Indemnification), 11 (Warranty and Disclaimer) and 13 (Limitation of Liability) of this Agreement.
Capitalized terms used in any of the Agreement documents shall have the following meanings, unless otherwise defined in such documents:
"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 Services;
"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 Services;
"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 Services;
"Customer" means the legal entity identified in the registration and identification data provided to AvidXchange via an Order Form;
"Customer Materials" means any data, information or material provided or submitted by Customer to AvidXchange in the course of utilizing the Services;
"Customer Systems and Materials" means any Customer Materials and any Customer or third party software, hardware, systems, routing and network addresses and configurations provided or maintained by Customer in connection with its use of the Services;
"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(s) evidencing any subscription for Services, 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;
"Services" 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 and 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. Any given AvidXchange service may be referred to individually as a, “Service;”
"Support" means the maintenance, hosting and support services for the Services; and
"Transaction" means each invoice, purchase order or any other item provided on a fee-per-item basis. For billing purposes, a transaction charge applies to each individual invoice or payment received within an invoice or payment transmission.