AvidXchange Terms and Conditions
GENERAL TERMS AND CONDITIONS, last updated February 22, 2016
These General Terms and Conditions form a part of the Agreement between Customer and AvidXchange with respect to any Services purchased by Customer. From time to time, AvidXchange may update these General Terms and Conditions to comply with applicable law or to support its then current business practices. Customer agrees that AvidXchange may communicate changes to Customer via email, AvidXchange’s website, the web portal for the Services or by any other reasonable means and that Customer’s continued use of the Services after the date of such notification shall constitute Customer’s agreement to such changes (subject to Customer’s right to cancel the Services in accordance with Section 13 below).
AvidXchange grants to Customer a non-exclusive, non-transferable (except to permitted successors and assigns in accordance with Section 14 below), limited right and license to use the Services, AvidXchange Technology and AvidXchange Content solely for Customer’s own internal business purposes during the term of the Agreement, subject to Customer’s compliance with the terms and conditions of the Agreement, including payment of all applicable charges. Customer agrees to accept all modifications that AvidXchange in its sole discretion may make to the Services and provide to Customer at no additional charge, including any updates, upgrades and fixes. 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, AvidXchange Technology or AvidXchange Content in any way; (ii) modify or make derivative works based upon the Services, AvidXchange Technology or AvidXchange Content; (iii) create internet links to the Services or frame or mirror any AvidXchange Content on any other server or wireless or internet-based device; (iv) reverse engineer the Services, AvidXchange Technology or AvidXchange Content; or (v) access the Services, AvidXchange Technology or AvidXchange Content in order to (a) build a competitive product or service; (b) build a product using similar ideas, features, functions or graphics; (c) monitor its availability, performance or functionality or for any other benchmarking or competitive purposes; or (d) copy any ideas, features, functions or graphics of the Services, AvidXchange Technology or AvidXchange Content.
Customer further agrees it will not use the Services, AvidXchange Technology or AvidXchange Content to: (i) send spam or otherwise duplicative or unsolicited messages in violation of applicable law; (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, AvidXchange Technology, AvidXchange Content or any related systems or networks.
AvidXchange will give Customer access to and use of the Services via a browser interface. Customer is responsible for any and all activities that occur through Customer's user account(s) and shall abide by all applicable law in connection with use of the Services. Customer shall: (i) keep all passwords and user ID’s confidential and promptly notify AvidXchange 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 user of the Services or provide false information to gain access to or use the Services. AvidXchange may suspend or deactivate Services as reasonably required to investigate or stop illegal, fraudulent or suspicious activities, provided that AvidXchange will give Customer notice of any such suspension or deactivation as soon as practicable if such notice is permitted by law enforcement or regulatory agencies and reinstate suspended Services promptly when the reasons for the suspension are cured.
Except for the limited license granted to Customer in this Section, AvidXchange and its third party licensors retain all right, title and interest, including all intellectual property rights, relating to or embodied in the Services, AvidXchange Technology and AvidXchange Content and any suggestions, ideas, enhancement requests, feedback, recommendations or other information relating thereto 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 Services, AvidXchange Technology, AvidXchange Content or intellectual property rights of AvidXchange. AvidXchange’s 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 agrees that all aggregated user data available from the Services, AvidXchange Technology and AvidXchange Content that is not specific to and does not identify Customer is owned exclusively by AvidXchange. If any Order Form includes a downloadable version of the Create-A-Check® software, such software is subject to the click-through license provided with such software, which terms and conditions shall control in the event of a conflict with the terms and conditions of the Agreement.
2. Customer’s Obligations
Customer agrees to provide and maintain at its sole expense all Customer Systems and is responsible for upgrading and configuring Customer Systems to be and remain compatible with the Services and AvidXchange Technology. Customer is also responsible for confirming that all invoice approval and payment authorization rights are correctly configured and updated as needed with respect to the applicable Services.
AvidXchange shall not be liable under the Agreement with respect to the Customer Systems and Materials, including the failure by Customer to timely provide the Customer 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. The Services are designed to facilitate the processing and transmission of business-to-business information. To the extent that Customer includes personal or consumer information within Customer Materials, Customer, and not AvidXchange, shall be solely responsible for such information and compliance with all applicable law relating thereto, including any notices or remedies that may be required to be provided to any party, and Customer shall indemnify and hold AvidXchange harmless against any liability that may arise in connection with such information. Notwithstanding the foregoing, AvidXchange remains responsible for its confidentiality obligations under Section 7 below.
3. Customer’s Authorizations
Customer authorizes AvidXchange: (i) to use and disclose Customer Materials to the extent necessary to provide the Services; (ii) as may be applicable for any given Service, 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 submissions; (iii) for each Customer payment request, including vendor ePayments, to make payments based on Customer’s requests submitted through the Services by electronic submission (ACH) or by paper check; and (iv) with respect to any ACH payment, to create an ACH debit from the associated Customer bank account from which the payment transaction will originate. Customer agrees to execute a reasonable and customary individual ACH authorization form for each bank account.
Customer represents and warrants that (i) Customer has full authority to authorize all payments requested through the Services; (ii) Customer has authorized its financial institution(s) to withdraw, debit or charge the necessary funds from Customer’s account(s) for all payments to be made via the Services; (iii) Customer will request a payment only when a sufficient collected balance is or will be available in Customer’s respective account at the anticipated time of withdrawal; (iv) Customer’s payment and remittance instructions are complete and accurate in all respects and in compliance with all applicable laws and regulations, including any requirements of the U.S. Department of Treasury Office of Foreign Assets Control (“OFAC”); and (v) Customer’s instructions, requests or other communications given to AvidXchange through the Services shall be regarded as legal endorsements and shall be deemed to have the same legal authority as a written authorization from Customer signed by its authorized representative. AvidXchange shall have no liability resulting from the refusal of any payee to accept payment through the Services, the failure of Customer to provide timely or accurate information to AvidXchange (including invoices and payment instructions), or a breach by Customer of its representations and warranties.
If AvidXchange is required to respond to a subpoena, demand or request from OFAC or any other government agency, Customer shall give AvidXchange such identifying information as may be reasonably necessary for compliance under applicable laws and regulations promulgated under OFAC or otherwise, including name, date of birth, address and identification number. AvidXchange shall have no liability for disclosure of such information to a government agency.
4. Fees and Payment
The fees for the Services are set forth on the applicable Order Form(s). Customer agrees that invoices for the fees and any other amounts due and payable to AvidXchange under the Agreement may be transmitted electronically. Customer will give AvidXchange complete and accurate billing and contact information, including Customer's legal name, street address, email address and the name(s) and telephone number(s) of authorized billing contact(s) and administrator(s). Customer agrees to update this information as soon as practicable following any changes.
Any amounts due to AvidXchange are payable via electronic funds (ACH, EFT or wire) ten (10) days from the invoice date. Any late payment not disputed by Customer in good faith in writing by the applicable due date shall bear interest at the rate of 1.5% per month (prorated for partial periods) or at the maximum rate permitted by law, whichever is less, until payment is received by AvidXchange. Customer shall reimburse AvidXchange for any out-of-pocket costs incurred to collect past due amounts (including reasonable legal fees). Failure to timely collect any invoice amounts shall not constitute a waiver by AvidXchange to collect or receive such amounts. AvidXchange reserves the right to refuse to provide Services while any accrued and undisputed amounts remain unpaid. Notwithstanding any such suspension, Customer shall remain liable to AvidXchange for all amounts payable under the Agreement. If Customer is billed for any portion of the Services by an authorized reseller of AvidXchange, Customer and AvidXchange agree that the billing terms between Customer and such authorized reseller will govern Customer’s payment of the Service fees and related charges. Customer further agrees that if such reseller notifies AvidXchange that Customer is in default of its payment obligations and instructs AvidXchange to suspend the Services for non-payment, AvidXchange shall have the right to suspend the Services without any obligation to verify such default has occurred and will make the Services available again when notice is received from the reseller that Customer has paid all past due amounts.
Fees and charges for the Services are exclusive of all taxes, levies, duties or other assessments by governmental authorities (collectively, “Taxes”), and Customer shall be responsible for payment of all Taxes 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 to AvidXchange, any applicable Taxes. If any taxing authority determines at any time that AvidXchange has incorrectly determined or not collected any Tax liability for which Customer is responsible, AvidXchange, as applicable, shall have the right to invoice Customer for Taxes determined by such taxing authority to be due and owing or shall refund to Customer Taxes previously collected in error once such amounts have been refunded to AvidXchange by the taxing authority.
5. Third Party Interactions
AvidXchange shall have the right to use third parties, including independent contractors and the employees of AvidXchange’s Affiliates, in the performance of its obligations under the Agreement at no additional expense to Customer. Customer agrees that no employees of AvidXchange or its contractors shall be required to individually sign any agreement with Customer in order to provide Services, including access, security, facilities or confidentiality agreements. Notwithstanding the foregoing, the 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.
The Agreement may be terminated prior to expiration of the term by either party upon the failure of the other party to perform any material obligation that is not cured within thirty (30) days after receipt of written notice and demand for cure from the affected party or within such longer period of time that may be agreed upon by the parties. Except as may be expressly agreed to otherwise by the parties, termination of the Agreement by a party shall be in addition to, and not in lieu of, any other remedies available to such party.
Each party may disclose (the “Discloser”) confidential and proprietary information (“Confidential Information”) to the other party (the “Recipient”) in connection with the performance of the Agreement. The Recipient shall hold such Confidential Information in confidence and shall not disclose it except to its employees or agents who have a need to know such Confidential Information in order to perform the Recipient’s obligations under the Agreement. Customer’s Confidential Information shall include all information relating to the trade secrets or business affairs of Customer, including its financial information and its computing environment. The Confidential Information of AvidXchange shall include the Services and related fee information, AvidXchange Technology, AvidXchange Content and other information relating to the trade secrets or business affairs of AvidXchange, its suppliers and agents.
Recipient shall protect and safeguard the Confidential Information of the Discloser and agrees not to, in whole or in part, sell, lease, license, assign, transfer or disclose such Confidential Information to any third party and shall not copy, reproduce or distribute the Confidential Information, except as contemplated by the Agreement. Recipient shall take reasonable precautions, but no less than those precautions used to protect its own Confidential Information, to prevent the theft, disclosure and unauthorized copying, reproduction or distribution of the Discloser’s Confidential Information. Recipient shall promptly notify Discloser if Recipient has a reasonable belief that Discloser’s Confidential Information has been disclosed other than as permitted by the Agreement. The parties acknowledge and agree that AvidXchange may disclose Confidential Information on a confidential basis to a third party in connection with any work that the third party is performing on behalf of AvidXchange.
Neither party shall have any rights in the other party’s Confidential Information and shall return or destroy all such Confidential Information upon the termination or expiration of the Agreement or upon receipt of written notice from the Discloser. Notwithstanding the foregoing, the parties agree that the Recipient shall not be required to return to the Discloser or destroy those copies of Confidential Information residing on Recipient’s backup, disaster recovery, or business continuity systems and that the obligations hereunder with respect to such Confidential Information shall survive until it is destroyed from such systems by the Recipient and for such additional period specified in this Section.
Recipient acknowledges that Discloser shall have the right to take all reasonable steps to protect its Confidential Information including, but not limited to, injunctive relief and any other remedies as may be available at law or in equity in the event the Recipient does not fulfill its obligations under this Section.
Confidential Information shall not include information that: (a) was already in the lawful possession of the Recipient prior to receipt thereof, directly or indirectly, from the Discloser; (b) becomes available to Recipient on a non-confidential basis from a source other than Discloser 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 independently developed by or for Recipient without reference to the Confidential Information. In addition, a party shall not be considered to have breached its obligations by disclosing Confidential Information of the other party 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, such party advises the other party of the request prior to making such disclosure so that the other party may object to such disclosure, take action to assure confidential handling of the Confidential Information, or take such other action as it deems appropriate to protect the Confidential Information.
The terms and conditions of this Section shall survive termination or expiration of the Agreement for a period of three (3) years; provided, however, with respect to any information provided by the Discloser concerning the infrastructure or security of its computing network, these terms and conditions shall continue until such information is no longer protected as Confidential Information by the Discloser.
Customer shall defend, indemnify and hold harmless AvidXchange, its Affiliates and licensors and their respective directors, officers, employees and agents against any and all third party claims, damages, losses, liabilities, costs and reasonable expenses (including reasonable attorneys' fees) 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 shall defend, indemnify and hold harmless Customer, its Affiliates and their respective directors, officers, employees and agents against any and all third party claims, damages, losses, liabilities, costs and reasonable expenses (including reasonable attorneys’ fees) arising out of any claim made by any third party that the Services as supplied by AvidXchange infringe a United States copyright or a United States patent. If such a claim is made or is likely to be made, AvidXchange will, at its own expense and sole discretion, exercise one or more of 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. 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 Systems and Materials or hardware, software, materials, products or services not provided by AvidXchange. The foregoing states the entire obligation of AvidXchange and its licensors, and the exclusive remedy of Customer, with respect to infringement of proprietary rights.
A party claiming indemnification under this Section (the “Indemnified Party”) shall give the other party prompt written notice of such claim for indemnification, reasonable assistance in the defense of the claim and exclusive authority to defend, compromise or settle the claim, so long as no such settlement or compromise places any obligations on, or waives any rights of, the Indemnified Party without its prior written consent.
9. Warranty and Disclaimer
AvidXchange warrants to Customer that the Services will conform in all material respects with the terms of the Agreement and any product documentation published by AvidXchange. 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. Customer agrees to use reasonable efforts to assist AvidXchange in diagnosing, replicating and correcting defects or other issues concerning the Services, which may include providing information and remote access to Customer Systems, but only to the extent reasonably required to resolve the issue. The foregoing remedy is sole and exclusive for any breach of warranty claim. AvidXchange and its licensors make no other representation, warranty, or guarantee as to the suitability, quality, reliability, timeliness, truth, availability, accuracy or completeness of the Services or any content. EXCEPT FOR THE EXPRESS WARRANTY GIVEN IN THIS SECTION, THE SERVICES AND ALL AVIDXCHANGE CONTENT ARE PROVIDED TO CUSTOMER STRICTLY ON AN "AS IS, AS AVAILABLE" 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.
Service errors, defects, failures or other non-compliance caused, in whole or in part, by (a) Customer’s failure to comply with the Agreement; (b) the acts or omissions of any person other than AvidXchange or its agents; (c) Customer’s modification of the Services or any part thereof; (d) Customer’s use of the Services or any part thereof in combination with any Customer Systems and Materials or systems or materials furnished by a third party; or (e) any other cause beyond AvidXchange’s reasonable control (e.g., computer viruses, hackers, failure of electric power, internet downtime) are excluded from AvidXchange’s warranty.
10. Internet and Other Delays and Failures
Neither party shall be liable for any delay or failure to perform (excluding, however, Customer’s obligations to pay for Services provided) due to causes beyond its reasonable control, including without limitation, acts of God; fires; explosions; floods; stability or availability of the internet; telecommunication failures; war; technology attacks; epidemics; acts of terrorism; riots; embargoes; quarantines; 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.
11. 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, USE OR ECONOMIC ADVANTAGE) ARISING OUT OF, OR RELATING TO, THE SERVICES OR THE AGREEMENT, EVEN IF A PARTY OR ITS LICENSORS WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES WERE FORESEEABLE.
THE CUMULATIVE LIABILITY OF AVIDXCHANGE UNDER THE AGREEMENT IN CONNECTION WITH ANY GIVEN SERVICE, WHETHER IN CONTRACT, TORT OR OTHERWISE, SHALL NOT EXCEED THE TOAL AMOUNT OF FEES RECEIVED FROM CUSTOMER FOR SUCH SERVICE WITHIN THE MOST RECENT SIX- MONTH PERIOD UNDER THE AGREEMENT.
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.
Any notice required or permitted to be given concerning a party’s obligations or rights under the Agreement shall be sent in writing by confirmed facsimile, first class mail (postage prepaid with return receipt requested) 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 shall send notices to AvidXchange at the following address or fax number: AvidXchange, Inc., Attention: Legal Department, 1111 Metropolitan Avenue, Suite 650, Charlotte, NC 28204, fax number: (704) 971-8172.
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 communicated to Customer by posting them on AvidXchange’s website or the web portal for the Services or by sending an email to Customer or by any other reasonable means of communication. Customer’s continued use of the Services after implementation of such changes constitutes Customer’s acceptance thereof. If Customer notifies AvidXchange in writing within 30 days following AvidXchange’s 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 that Customer has paid all amounts due and owing as of the termination date.
Neither party may assign the Agreement without the prior written consent of the other party, which consent shall not be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing, either party may assign the Agreement without the prior written consent of the other party: (i) to any Affiliate of the assigning party, provided that the assigning party remains the guarantor of all the assignee’s obligations hereunder; (ii) in connection with the sale of all or substantially all of the assigning party’s assets or equity interests or (iii) to any lender where such assignment serves solely as collateral for security purposes. All of the terms of the Agreement shall be binding upon and inure to the benefit of the parties’ permitted successors and assigns.
The Agreement shall be deemed made in, and governed by the laws of, the state of North Carolina without regard to any conflicts of law provisions of any jurisdiction. The parties agree that any claims will be resolved on an individual basis without resort to any form of class action and will not be consolidated with the claims of any other parties. 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, the Agreement shall be modified to reflect the intent of the invalid or unenforceable provision to the greatest possible extent, with all other provisions remaining in full force and effect. The parties are independent contractors and no joint venture, partnership, franchise, 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 stated in writing.
Except for materials already made public, neither party will publish any news releases or other information concerning the Agreement, nor use the other party’s name or trademarks, without the other party’s prior written consent. Notwithstanding the foregoing, AvidXchange may use Customer’s name and trademarks in a list of customers or in connection with written sales or promotional materials.
All provisions of the Agreement which by their nature may require performance after expiration or termination of the Agreement shall survive such expiration or termination, including appropriate provisions of Section 2 (Customer’s Obligations), Section 3 (Customer’s Authorizations), Section 4 (Fees and Payment), Section 5 (Third Party Interactions), Section 7 (Confidentiality), Section 8 (Indemnification), Section 11 (Limitation of Liability), Section 15 (General) and Section 16 (Definitions).
Capitalized terms used in any of the Agreement documents shall have the following meanings, unless otherwise defined in such documents:
“Affiliate” means any third party that directly or indirectly controls, is controlled by, or is under common control with, either of the parties to the Agreement. For this purpose, “control” means the direct or indirect possession of power to direct or cause the direction of the management or policies of a party, whether through ownership of stock or other securities, by contract or otherwise. Ownership of more than fifty percent (50%) of the beneficial interest of an entity shall be conclusive evidence that control exists. The Affiliates of AvidXchange, Inc. include Piracle, Inc. and Strongroom Solutions, Inc.;
"AvidXchange Content" means the audio, visual and/or electronic information, data, documents, or materials made available by AvidXchange or its third party suppliers to Customer in the course of using the Services;
"AvidXchange Technology" means all of AvidXchange's proprietary and/or licensed technology, including software, hardware, products, processes, algorithms, user interfaces, know-how, techniques, designs, documentation, and other tangible or intangible technical materials or information;
"Billing Cycle" means the period of time between billings for Services fees (e.g., one-time, monthly, quarterly, annually);
“Business Day” means any calendar day, excluding Saturdays, Sundays and United States federal government holidays;
"Customer" means the legal entity identified in the registration and identification data provided to AvidXchange via an Order Form;
"Customer Materials" means the audio, visual and/or electronic information, data, documents, or materials provided by Customer in the course of using the Services;
“Customer Systems” means all necessary systems, facilities and resources of any kind required to be provided by Customer to effectively access and use the Services, including, as applicable, Customer or third party communication lines, databases, software, hardware, firewalls, internet connections, routing and network addresses and configurations and key contacts for problem escalation;
"Customer Systems and Materials" means Customer Systems together with Customer Materials;
“days” means calendar days unless otherwise specified;
“including” means including without limitation;
"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 an invoice, vendor statement, work order, purchase order or 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 Cycle, and other charges and terms as agreed to between the parties;
"Services" means the various services related to the management of accounts payable offered for sale to businesses by AvidXchange, including services hosted by AvidXchange, Inc. or one of its Affiliates via a secure web portal, as more particularly described on one or more Order Forms agreed to by Customer and AvidXchange;
"Support" means the maintenance, hosting and support services for the Services; and
"Transaction" means each invoice, purchase order, contract, notice, statement, image, payment or any other item processed by AvidXchange via the Services on a fee per item basis. A transaction charge applies to each individual item submitted into the Services by Customer.