Mercury Invoicing Merchant Terms Addendum

This Mercury Invoicing Merchant Terms Addendum ("Addendum") sets forth the terms that apply if you use Mercury Invoicing to send invoices and receive payments from third parties ("Merchants" refers to you in this capacity; the parties who pay your invoices are "Payers"). This Addendum does not apply to your use of Mercury Invoicing as a Payer, which is governed by the Mercury Invoice Payer Terms Addendum and the Mercury ACH Debit Authorization.

By using Mercury Invoicing to send invoices or receive payments, you signify that you have read, understood, and agree to be bound by both the Mercury Terms of Use ("Agreement") and this Addendum. This Addendum governs over the Agreement as to your use of Mercury Invoicing in the Merchant capacity described above, but only to the extent of any conflict. Unless otherwise defined in this Addendum, capitalized terms have the meanings assigned in the Agreement.

1. Payment Processing and Holds

When a Payer submits payment on an invoice you've issued through Mercury Invoicing via ACH debit, we apply a risk-based funds availability period before crediting the payment to your Account. We determine the applicable period in our discretion, based on risk factors related to the transaction, the Payer, and payment history; it may be one, two, or four business days from the date the ACH debit is initiated. We'll show you an estimated funds availability date for each incoming payment in your Invoicing dashboard, but we don't guarantee funds will be available on any specific date, and estimated dates may change based on returns, disputes, or other factors outside our control. We may modify our hold policies at any time.

2. Pre-Submission Review and Cancellation

We may delay, review, or cancel a payment before we submit it to the ACH network, based on our fraud and risk controls, without prior notice to you. If we cancel a payment under this Section, we'll make reasonable efforts to notify you. We're not liable for losses, penalties, or other damages you incur from a delay, review, or cancellation under this Section, including amounts you owe a Payer. Canceling a payment doesn't affect any payment obligation the Payer may have to you.

3. Account Actions

We may restrict, suspend, or take other action on your Account or your use of Mercury Invoicing if we reasonably determine that fraudulent, unauthorized, or otherwise prohibited activity has occurred or is likely to occur related to your Account or a payment. This is in addition to, and doesn't limit, our rights under Section 13 (Term and Termination) of the Agreement. [CROSS-REFERENCE FLAG: confirm Section 13 is still the stable Term and Termination number as ToU renumbering from the §7A/§8 carve-outs finalizes.]

4. No Warranty on Payer Completion

We don't guarantee that a Payer will complete a payment, or that a payment won't be returned, reversed, or disputed after we credit it to your Account. We're not responsible for returned or reversed ACH entries, and we may debit your Account for the amount of any returned or reversed payment, consistent with your deposit account agreement with your Banking Provider.

5. Recurring Autopay

If you enable automatic recurring payment ("autopay") on a recurring invoice series, a Payer may authorize recurring ACH debits for that series under the Mercury Invoice Payer Terms Addendum and the Mercury ACH Debit Authorization. You acknowledge and agree that:

• The timing, amount, and continuation of recurring payments are governed by the Payer's standing authorization. We don't guarantee any recurring payment will be initiated, collected, or credited to your Account.
• If a recurring payment is returned unpaid or otherwise fails, we won't reinitiate it. The invoice is treated as unpaid, and you're responsible for collecting from the Payer, with returns handled as in Section 4.
• If two consecutive recurring payments in a series fail, the Payer's autopay authorization for that series is automatically cancelled. Continued collection requires the Payer to re-enroll or pay manually.
• If a recurring payment doesn't process on its scheduled date due to a Mercury system issue, we may initiate it on the next banking day. This is the only re-attempt we'll make for that issue.
• The processing, funds availability, and hold provisions of Sections 1-4 apply to recurring payments the same as other payments.

Except as required by applicable law, we're not liable for losses, penalties, or other damages arising from a Payer's authorization, failure to authorize, or cancellation of autopay, the failure of a recurring payment, or an unauthorized recurring debit.

6. Scope

You acknowledge and agree that neither we nor our Banking Providers are parties to any agreement between you and a Payer, that we have no responsibility for your obligations to a Payer or a Payer's obligations to you, and that we're not responsible for any disputes between you and a Payer. Your use of Mercury Invoicing under this Addendum doesn't create a banking relationship between you and our Banking Providers; Mercury Invoicing is provided to facilitate invoicing and payment processing between you and Payers.