Mercury ACH Debit Authorization

By agreeing to this authorization, you authorize Mercury to debit your designated bank account on behalf of your merchants according to the payment terms and other instructions detailed in any invoice you receive from a merchant via Mercury Invoicing, subject to your confirmation. This authorization shall be effective as to all Mercury Invoicing customers, each of whom shall be identified in any invoice you receive.

Via Mercury Invoicing, certain Mercury business customers (each, a “Merchant”) may send you invoices for payment. By agreeing to pay an invoice that your Merchants sends you via Mercury Invoicing, you are providing those Merchants authorization to initiate entries via the Automated Clearing House (“ACH”) to the bank account you have linked to your Account (“Bank Account”) according the terms of this Pay with Mercury ACH Authorization (the “Authorization”), and in accordance with the Payer Terms. All capitalized terms not defined herein have the meaning set out in the Mercury Terms of Use. 

This Authorization is organized in three parts. Part I (General) applies to all ACH debit authorizations you provide through Mercury Invoicing. Part II (One-Time Authorizations) applies when you authorize an individual invoice payment. Part III (Standing Authorization for Recurring Autopay) applies when you enroll in automatic recurring payment of an invoice series. Where Part III conflicts with Part I or Part II as to a Recurring Entry, Part III controls.

PART I: GENERAL

1. By providing your electronic consent to this Authorization, you
   1. Certify that you own and/or are authorized as a signer on the Bank Account and any subsequent Bank Account you designate to use to pay invoices via Mercury Invoicing and
   2. Agree to be bound by the National Automated Clearing House Association (Nacha) Rules. 
2. Authorization to Debit. You authorize the identified Merchant to initiate ACH debit entries to your Bank Account to pay invoices you receive via Mercury Invoicing, in the amounts and on the terms described in Part II (for one-time payments) or Part III (for recurring autopay), as applicable. Each such entry will be in U.S. dollars.
3. Error Correction; Refunds. You authorize your Merchant to initiate any entries to your Bank Account necessary to correct any errors and/or process refunds from Merchants. You acknowledge and agree that your Merchant is not responsible for any penalties that your bank may assess in connection with entries that are returned for insufficient or uncollected funds.
4. Revoking this Authorization. This Authorization is made as of the date you provide your electronic consent. You may revoke this Authorization for all Mercury Invoicing customers at any time by de-linking your Bank Account from your Account, but you acknowledge and agree that such revocation may not affect any entry that has already been initiated. If you wish to revoke this Authorization only for an individual Merchant, you will need to contact that Merchant directly, except that you may cancel a Standing Authorization as described in Part III. Revoking this Authorization does not alter your payment obligations to any Merchant.

PART II: ONE-TIME AUTHORIZATIONS

1. Subsequent Entries. By logging into your Mercury account and affirmatively clicking or otherwise selecting the “Send Payment” button associated with the invoice, you affirmatively elect to pay the invoice and authorize the identified Merchant to initiate an ACH debit entry to your Bank Account for the amount listed as due on the invoice (each a “Subsequent Entry”). 
2. Reinitiating Returned Entries. If a Subsequent Entry is returned for insufficient or uncollected funds, your Merchant may attempt to reinitiate the Subsequent Entry up to two times (each, a "Reinitiated Entry"), and you authorize your Merchant to do so. This Section 6 applies only to Subsequent Entries and does not apply to Recurring Entries under Part III.

PART III: STANDING AUTHORIZATION FOR RECURRING AUTOPAY

1. This Part III applies when Mercury offers you, and you enroll in, automatic recurring payment of an invoice series ("autopay") via ACH. Part I also applies to authorizations under this Part III except where this Part III expressly provides otherwise.
2. Standing Authorization; Payment Parameters. By completing the autopay enrollment flow for a recurring invoice series, you authorize the identified Merchant to initiate recurring ACH debit entries to your Bank Account for each invoice in that series, without further action by you (each, a "Recurring Entry"; the authorization, a "Standing Authorization"). Your Standing Authorization identifies: the Merchant; the maximum amount authorized per invoice (the "Authorized Cap"); the billing frequency and scheduled debit date(s); and the Bank Account to be debited. At enrollment, Mercury will provide you a Standing ACH Debit Receipt confirming these terms. Your Standing Authorization remains in effect until cancelled as described in Section 12.
3. Debit Timing; Short-Notice and Same-Day Debits. Mercury will initiate each Recurring Entry on the invoice due date. If the due date falls on a weekend or U.S. federal banking holiday, Mercury will initiate the Recurring Entry on the due date and the entry will settle on the next banking day, because the ACH network does not settle entries on weekends or federal banking holidays. By enrolling, you expressly authorize Recurring Entries for invoices with short-notice or same-day payment terms, including invoices due on the date of receipt. You acknowledge that an invoice due on receipt may be debited the same day, and that for such invoices there may be no advance notice before the Recurring Entry is initiated.
4. Invoices Exceeding the Authorized Cap. If an invoice in the series exceeds your Authorized Cap, Mercury will not initiate a Recurring Entry for that invoice and will notify you. You may pay that invoice manually. Your Standing Authorization remains in effect, and Recurring Entries will continue for the remaining invoices in the series that are at or below the Authorized Cap.
5. Failed Entries; System Outages.
   1. Failed entries. If a Recurring Entry is returned unpaid or otherwise fails to process (for example, due to insufficient or uncollected funds), that invoice will be treated as a missed payment and you may pay it manually. Mercury will not reinitiate a returned or failed Recurring Entry. Your Standing Authorization remains in effect, and Recurring Entries will continue for the next invoice in the series. If two (2) consecutive Recurring Entries in a series are returned unpaid or otherwise fail to process, your Standing Authorization will be automatically cancelled and Mercury will notify you. You may re-enroll on a future invoice if the Merchant continues to offer autopay.
   2. System outages. If a Recurring Entry does not process on its scheduled date solely due to a Mercury system issue, Mercury may instead initiate that entry on the next banking day. This next-banking-day attempt is the only re-attempt Mercury will make in connection with a system issue.
6. Cancellation.
   1. Cancellation by you. You may cancel your Standing Authorization at any time through your Mercury payer portal or by contacting Mercury at [email protected]. Mercury will attempt to give effect to your cancellation as soon as it is received; however, to stop a specific scheduled Recurring Entry, you must cancel at least three (3) business days before the scheduled debit date. A Recurring Entry that has already been initiated may still complete. Cancelling your Standing Authorization does not alter your payment obligations to any Merchant.
   2. Stop-payment and error rights through your bank. Separate from the cancellation method above, you may have the right to stop payment of, or to assert an error regarding, a Recurring Entry by contacting the bank that holds your Bank Account. Those rights are provided by your own bank and are not waived by this Authorization. For details on error resolution, see the Payer Terms.
   3. Automatic cancellation. Your Standing Authorization will be automatically cancelled if two (2) consecutive Recurring Entries fail as described in Section 11(a). Mercury will notify you when your Standing Authorization is cancelled and, where applicable, will provide you an opportunity to re-enroll.