Mercury Invoice Payer Terms Addendum

This Mercury Invoice Payer Terms Addendum (“Addendum”) sets forth the terms that apply to your use of Mercury Invoicing, a feature that allows you to receive and pay pay-enabled invoices you  make payments on invoices issued to you by merchants that use Mercury Invoicing (“Merchants”).

By accessing or using Invoicing, or by otherwise manifesting your assent to this Addendum, you signify that you have read, understood, and agree to be bound by both the Mercury Terms of Use (“Agreement”) and this Addendum. Your use of Invoices is subject to the Agreement and to this Addendum. This Addendum shall prevail over any conflict or inconsistency with the Agreement, but only as to your use of Invoicing. Unless otherwise specified, capitalized terms used in this Addendum have the same meaning as specified in the Agreement.

To pay an invoice from a Merchant through Mercury Invoicing (an “Invoice Payment”) via the Automated Clearing House (“ACH”), you must agree to link and verify your designated bank account (“Payment Account”) using our designated third-party service provider. By doing so, you consent to our third-party service provider sharing information about your Payment Account with us and our Banking Provider and authorize us to save information about your Payment Account so that our Banking Providers may facilitate your Invoice Payments via ACH to Merchants. To make an Invoice Payment via ACH, you must also provide your consent and authorization for Merchants to initiate ACH entries from your Payment Account. All such Invoice Payments by ACH are subject to the National Automated Clearing House Association rules (“Nacha Rules”), and you agree to be bound by the Nacha Rules. In the event that your Payment Account is a Deposit Account provided by one of our Banking Providers, you also agree to comply with the applicable terms of your deposit account agreement, including any security procedures related to using the Site or Mobile App for initiating ACH transactions. You acknowledge that such security procedures are acceptable and constitute a commercially reasonable method of providing security against unauthorized transfers. In authorizing an Invoice Payment via ACH, you are authorizing the Merchant to charge your Payment Account for the amount listed on the invoice pursuant to the Pay with Mercury Authorization and represent and warrant that your Payment Account contains sufficient funds to complete the Invoice Payment. In the event that an Invoice Payment via ACH you authorize is returned unpaid due to insufficient or uncollected funds, you acknowledge and agree that we are not responsible for any penalties that your bank may assess in connection with any such returned entry. Additionally, you acknowledge that revoking the Pay with Mercury Authorization does not alter your payment obligations to any Merchant. When you authorize an Invoice Payment, we may provide you with an estimated time frame for when the Merchant may receive payment. When we provide estimated time frames, we do not represent, warrant, or guarantee that any Invoice Payment will be received by the Merchant on or before any date. You acknowledge and agree that we are not responsible and shall have no liability for any penalties imposed by a Merchant for an Invoice Payment received by the Merchant after the applicable due date. You may revoke your authorization for future Invoice Payments via ACH by contacting us at [email protected] prior to the scheduled payment date. Revoking your authorization does not cancel any obligation you may have to a Merchant.

1.1 Recurring or Scheduled Payments. Mercury may in the future allow you to set up recurring or scheduled Invoice Payments via ACH ('Recurring Payments'). If you authorize a Recurring Payment, you have the right to stop payment by contacting us at [email protected] at least three (3) business days before the scheduled transfer date. If you request a stop payment, we may require written confirmation. Stopping a Recurring Payment does not cancel any underlying payment obligation you may have to a Merchant. Mercury will provide you with advance notice of any Recurring Payment schedule as required by applicable law. By completing the Pay with Mercury Authorization in the payment flow, you authorize the applicable Invoice Payment(s) and agree that such authorization satisfies any applicable requirements for ACH debit authorization under the Nacha Rules and applicable law.

Depending on the Merchant's election, you may be provided the option to make an Invoice Payment via a credit card. Credit card payments are processed through our designated third-party payment processor and are subject to the rules of the applicable card network. Mercury is not a card issuer or card network and does not set the terms applicable to your credit card account. In authorizing an Invoice Payment via a credit card, you represent and warrant that your credit card contains sufficient credit to complete the Invoice Payment. If an Invoice Payment via a credit card you authorize is declined, you acknowledge and agree that we are not responsible for any penalties that the financial institution that issued your credit card may assess in connection with any such declined payment. If you have a dispute regarding a credit card Invoice Payment, you should contact your card issuer directly. If you make an Invoice Payment via credit card for a Foreign Currency Invoice, your card issuer will determine the applicable exchange rate and may apply foreign transaction fees or other conversion charges. See Section 6 (Foreign Currency Invoices) for additional terms applicable to Foreign Currency Invoice payments

In case of errors or questions about any transactions using Invoicing, please email [email protected]. You must notify us of a suspected error no later than 60 days after the date of the transaction giving rise to the error. In your email, you must include: (a) your name and email address associated with the payment, and the Invoice number or Invoice ID; (b) why you believe there is an error and the dollar amount involved; and (c) approximately when the error took place. We will investigate your claim and respond with our findings within a reasonable time, and in any event within the timeframes required by applicable law. For the avoidance of doubt, discrepancies in payment amounts attributable to foreign currency exchange rate fluctuations or third-party conversion fees or markups are not errors for purposes of this Section.

If you believe there has been any unauthorized use of your Payment Account or any unauthorized Invoice Payment, you must notify Mercury as soon as possible by emailing [email protected]. Please refer to Section 3 for information on how to report errors or unauthorized transactions. Mercury will not be liable for losses arising from unauthorized use of your Payment Account or Account to the extent permitted by applicable law, including any unauthorized Invoice Payment made using your Account or Payment Account."

When you authorize an Invoice Payment, you represent, warrant, and covenant that it complies with this Section. If we, in our sole discretion, suspect or determine that you have violated this Section, we may immediately block the applicable Invoice Payment, restrict your access to Mercury Invoicing, and/or suspend or terminate your Account. You are prohibited from using Invoicing for any of the following:

1. Making payments for any illegal transactions or purposes;
2. Making payments not associated with a valid Invoice issued by a Merchant through Mercury Invoicing;
3. Breaching any agreement you have with us or, as applicable, our Banking Providers;
4. Making payments to any person or entity, or involving any country or jurisdiction, subject to applicable sanctions administered by OFAC or any other applicable sanctions authority; and
5. Engaging in any transaction or activity that is not specifically authorized and permitted by the Mercury Terms of Use.

Some Merchants may issue invoices denominated in a currency other than U.S. dollars ('Foreign Currency Invoices'). The terms in this Section 6 apply when you receive and pay a Foreign Currency Invoice through Mercury Invoicing. Mercury may make this functionality available to some or all users at different times, may limit or modify availability at any time, and does not guarantee that this functionality will be available to you or to any particular Merchant.

6.1. Estimated Amounts. Any U.S. dollar equivalent displayed to you in connection with a Foreign Currency Invoice is an estimate based on exchange rates available at the time of display. Estimated amounts are not guaranteed. The actual amount debited from your Payment Account, charged to your credit card, or otherwise collected through your chosen payment method will be determined by your financial institution or payment processor at the time the payment is processed and may differ from any estimate displayed to you.

6.2. Mercury's Role. Mercury is the invoicing platform. Mercury does not perform currency conversion, set exchange rates, or receive compensation in connection with the conversion of foreign currencies. Mercury is not a foreign exchange dealer, does not provide currency exchange services, and is not acting as your agent in connection with any currency conversion. Currency conversion is performed by the bank, financial institution, or payment processor handling your payment, and Mercury has no control over and is not responsible for the rates, fees, or markups applied by that party.

6.3. Third-Party Fees. Your financial institution or payment processor may apply its own exchange rate, conversion fee, or markup when processing a payment on a Foreign Currency Invoice. These charges are determined solely by your financial institution or payment processor and are not known to or controlled by Mercury. In some cases, your payment processor may offer you the option to pay in U.S. dollars rather than the invoice currency (sometimes called 'dynamic currency conversion'). If you elect this option, the conversion rate and any fees will be determined solely by your payment processor. You are responsible for any such fees. 

6.4. No Warranty on Settlement Amounts. Mercury makes no representation or warranty that the amount received by the Merchant will equal the invoice amount or any estimated amount displayed to you. Discrepancies between estimated and actual amounts arising from exchange rate fluctuations or your financial institution's or payment processor's conversion practices do not constitute an error by Mercury for purposes of Section 3 of this Addendum.

6.5 Disputes. If you dispute a Foreign Currency Invoice payment with your bank or card issuer, the amount subject to dispute will be the amount actually debited or charged in U.S. dollars at the time of payment. Mercury is not responsible for any difference between the disputed USD amount and the original invoice amount in the foreign currency, including differences arising from exchange rate movements between the time of payment and the time of dispute resolution.

This Addendum governs the terms of your use of Mercury Invoicing as a payer and does not affect or modify any agreement you may have with a Merchant. You acknowledge and agree that neither we nor our Banking Providers are parties to any agreements you have with a Merchant, that we have no responsibility for your obligations to a Merchant or a Merchant's obligations to you, and that we are not responsible for any Merchant's products or services or any disputes between you and any Merchant. You also acknowledge and agree that your participation in Invoicing pursuant to this Addendum does not create a banking relationship between you and our Banking Providers and instead that Invoicing is only provided to you for purposes of enabling you to make Invoice Payments to Merchants, which may include storing your Payment Account information, facilitating payment processing through third-party service providers, and, where applicable, transmitting payment instructions in connection with Foreign Currency Invoices.