AVIDXCHANGE STRONGROOM TERMS OF USE, last updated June 30, 2025

AvidXchange, Inc. and its affiliated companies (collectively, “AvidXchange”) provide accounts payable automation services, including a payment network that enables businesses to pay their suppliers for goods and services. Use of its services, including the software platform and other technology utilized to provide the services and any related content or documentation, and/or the AvidXchange websites (collectively, or with respect to any portion thereof, the “Services”) is conditioned upon, and subject to, your acceptance of these terms and conditions (“Terms of Use”). By accessing or using the Services, you represent that the business on whose behalf you are using the Services accepts and agrees to be bound by these Terms of Use and that you have necessary authority to legally bind such business. If you are not so authorized, the person having such authority should accept these Terms of Use and set up the account. If you or the business that has authorized you to have access to the Services (the “Company”) has entered into a written agreement with AvidXchange for the Services (the “Services Agreement”), such written agreement shall control in the event of any conflict between the terms and conditions of such written agreement and these Terms of Use. If you do not agree, please do not accept these Terms of Use or use the Services and notify your administrator and AvidXchange to terminate your access to the Services. For the avoidance of doubt, references to “you” or “your” throughout the Terms of Use refer to each user of a Company and the Company.

1. Limited License and Restrictions on Use

The Services are for business use only and any use of the Services for personal, consumer or individual transactions is prohibited. AvidXchange grants you a limited, non-exclusive, non-transferable, and revocable right to use and access the Services solely for the internal business purposes of the Company, subject to your compliance with these Terms of Use.

You agree that you will not (i) license, sublicense, sell, resell, rent, transfer, assign, distribute or otherwise commercially exploit or make available the Services or the Content or any portion thereof to any third party in any way; (ii) copy or modify the Services or the Content (except to the extent the Services may provide functionality to print or copy the Content) 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; (v) alter, remove or obscure any copyright notice, digital watermarks, proprietary legends or any other notice included in the Content; or (vi) access or use the Services or the 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 or the Content.

You further agree that you will not access or use the Services 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) knowingly send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (iv) knowingly 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.

You represent and warrant that you do not operate as any of the following types of business and that the Services will not be used in connection with any of the following types of business: (i) gambling (e.g., casinos, internet sites); (ii) adult (e.g., pornography or other illicit adult entertainment products or services); (iii) marijuana related (e.g., medical, recreational, or other use); (iv) cryptocurrency or bitcoin related (e.g., cryptocurrency vending or automatic teller machines); or (v) any other business that AvidXchange identifies to you as a prohibited industry on written notice.

“Content” means the visual, audio and/or electronic information, data, documents, or other materials made available by AvidXchange or any third party licensors, including but not limited to, any names, logos, trademarks, service marks, brand identities, characters, trade names, graphics, designs, copyrights, trade dress, or other intellectual property, and the organization, compilation, look and feel, illustrations, artwork, videos, music, software and other works accessible by or through the Services.

2. Intellectual Property Rights

Except for the limited license granted to you in Section 1 of these Terms of Use, AvidXchange and any third party licensors retain all right, title and interest, including all intellectual property rights, relating to or embodied in the Services and Content and any suggestions, ideas, enhancement requests, feedback, recommendations or other information relating thereto offered by you or any other party. These Terms of Use do not convey to you any rights of ownership in or related to the Services or Content or any other intellectual property rights of AvidXchange or any third party. AvidXchange’s name, logos and the product names are trademarks or service marks of AvidXchange or third parties, and no right or license is granted for you to use them.

All anonymized or aggregated user data available from your use of the Services and Content is owned exclusively by AvidXchange, provided that no such aggregated data can be used to identify you or the Company and as such may disclose or use such anonymized or aggregated data in AvidXchange’s sole discretion.

3. Customer Obligations

You are responsible for providing and maintaining, at your sole expense, agrees to provide, maintain, configure and upgrade all necessary systems, facilities and resources of any kind required to be provided by Customer to effectively access and use the Services and Content, including, as applicable, Customer or third-party communication lines, databases, software, hardware, firewalls, internet connections, and routing and network addresses. You agree to provide AvidXchange with correct and complete information necessary for AvidXchange to set up Services to enable your use, including information required to comply with applicable law and AvidXchange policies, and promptly informing AvidXchange of any subsequent changes to such information. If your email account becomes invalid or we have reason to believe that it has been compromised in any way, AvidXchange reserves the right to close your account and you will need to re-enroll with a valid email account, subject to our compliance process. You acknowledge that the availability and performance of the Services and Content may be subject to interruption or delay due to causes beyond the reasonable control of AvidXchange.

4. Customer Authorizations

Certain of the Services and Content allow you to automate accounts payable approval procedures and payment transactions and to perform other financial and accounting functions with respect to the Company’s accounts (“Accounts”). Depending on the access rights the Company has granted to you, you may use the Services and Content to: (i) view accounts payable invoices and associated accounting information; (ii) add to or edit the accounting information associated with invoices; (iii) approve invoices for payment; (iv) schedule payments to authorized payees; (v) control user access and rights for the Company; and (vi) upload and/or download accounting information.

You hereby authorize AvidXchange to act as your agent for the purpose of making payments based on the requests and approvals that you submit through the Services. AvidXchange may make such payments electronically or by paper check. You represent and warrant that you: (i) have full authority to authorize all such payments requested or approved by you through the Services; (ii) have authorized the applicable financial institution(s) to withdraw, debit or charge the necessary funds from the banking account(s) for all payments submitted through the Services; and (iii) will request that AvidXchange make a payment only when a sufficient balance is or will be available in such bank account at the time of the withdrawal.

By directing AvidXchange to initiate a payment, you authorize AvidXchange to withdraw from the designated banking account the amount of funds required to complete the payment transaction. All communications and actions initiated by you via the Services, including for example, requests for or changes to Services or instructions to change existing Account information shall be deemed to have the same legal authority of a written request authorized by your signature and AvidXchange shall be entitled to rely upon such instructions and authorizations and to execute all payments as authorized. You are responsible for confirming with your administrator that payment authorization rights are correctly configured in the Services for the Company in compliance with the Company’s payment authorization practices and requirements.

AvidXchange shall have no liability resulting from following your instructions, including payment instructions; the refusal of any payee to accept payment through the Services (in which case you agree to accept the return of such payment funds); or your failure to provide timely or accurate information to AvidXchange (including invoices and payment instructions). If AvidXchange is unable to make any payment you request through the Services to any payee for any reason, you agree to accept the return of the corresponding payment funds. If you do not accept the return of such funds, you acknowledge that AvidXchange may be required to escheat those funds.

AvidXchange, in its sole discretion, may refuse to process any payment request for any reason, including but not limited to, to investigate or stop illegal, fraudulent, or suspicious activities or to comply with any order of a court or other legal authority. If AvidXchange refuses to process a payment request, your administrator will be notified via email, and you are responsible for making alternate payment arrangements.

5. Access

To enable use of the Services and Content, you may be required to establish a user account and password. You are solely responsible for all activities that occur through your user account(s) and shall ensure that use of the Services and Content complies with applicable law. You agree to (i) keep all user ID’s and passwords strictly confidential and promptly notify AvidXchange after discovery of any unauthorized use of any user account or password or any other known or suspected breach of security; (ii) not knowingly impersonate another user or provide false information to gain access to or use the Services and Content; and (iii) not perpetrate fraudulent or criminal acts. Any person accessing any portion of the Services and Content or taking any action on behalf of any entity or any other person represents and warrants to AvidXchange that it has full authority to do so. AvidXchange is not responsible for any damages, losses, costs or expenses arising from your failure to maintain appropriate security controls.

6. Confidentiality

In the course of using the Services and Content, you may disclose certain information concerning you, the Company or the Company’s business (collectively, “User Data”). You represent that the User Data is true and correct and that you and/or the Company are the owner of, or have all necessary rights and authority to use and disclose, the User Data in connection with the Services. You acknowledge and agree that AvidXchange may rely upon the User Data to provide the Services and Content and may use and disclose User Data: (i) to provide the Services (including to third parties on a similar confidential basis); (ii) as may be required by law or regulation or in connection with a criminal investigation (with notice to you and your administrator, if such notice is permitted by law); (iii) to charge for the Services and Content; and (iv) to maintain security controls for the Services and Content. You and/or the Company and any other party that has authorized your use of the User Data have sole responsibility for the accuracy, quality, integrity and legality of the User Data. You will promptly notify AvidXchange if you discover or suspect that any User Data provided is incorrect or has been compromised.

The term “Confidential Information” means any information disclosed in any way by you to AvidXchange or by AvidXchange to you that is either identified as confidential or proprietary or that a reasonable person would believe to be confidential by the nature of the information and/or the circumstances under which it was disclosed. Without limiting the generality of the foregoing, Confidential Information expressly includes the User Data, Services, and Content, subject to the terms of this Section. The recipient of Confidential Information shall use reasonable precautions to protect it from unauthorized use or disclosure and may use the Confidential Information only to the extent and as permitted under these Terms of Use. The recipient will promptly notify the discloser in writing if the recipient has a reasonable belief that the discloser’s Confidential Information has been misused or disclosed other than as permitted and will reasonably cooperate with the discloser in investigating such misappropriation and in mitigating any damages caused.

Neither party shall have any rights in the other party’s Confidential Information and shall return or destroy all such Confidential Information upon termination of User’s access to the Services. Notwithstanding the foregoing, the recipient shall not be required to return to the discloser or destroy those copies of Confidential Information which are required to be retained by applicable law or residing on the recipient’s backup, disaster recovery, or business continuity systems and the obligations hereunder with respect to such Confidential Information shall survive until it is destroyed from such systems by the recipient and for any such additional period specified below.

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 breaches its obligations under this Section.

Confidential Information shall not include information that: (i) was already in the lawful possession of the recipient prior to receipt thereof, directly or indirectly, from the discloser; (ii) 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; (iii) is generally available to the public other than as a result of a breach of the Terms of Use by recipient or its representative(s); or (iv) is independently developed by or for recipient without reference to the Confidential Information. In addition, a 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 or regulatory authority with jurisdiction over the recipient, provided that promptly upon receiving any such request, and to the extent that it may legally do so, recipient advises the discloser of the request prior to making such disclosure so that the discloser may object to and/or limit such disclosure or take such other as it deems appropriate to protect the Confidential Information.

The terms and conditions of this Section shall survive termination of User’s access to the Services for a period of three (3) years; provided, however, with respect to any Confidential Information that may require a longer survival period by applicable law or with respect to discloser’s Confidential Information identified as a trade secret or 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 applicable law or by the discloser, as the case may be.

7. No Warranty

THE SERVICES AND ALL CONTENT ARE PROVIDED AND MADE AVAILABLE STRICTLY ON AN “AS IS, AS AVAILABLE” BASIS WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, AVIDXCHANGE DOES NOT WARRANT THE ACCURACY, ADEQUACY, OR COMPLETENESS OF THE SERVICES OR CONTENT AND EXPRESSLY DISCLAIMS LIABILITY FOR ERRORS OR OMISSIONS RELATED THERETO. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF NON-INFRINGEMENT OF THIRD-PARTY RIGHTS, TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND FREEDOM FROM COMPUTER VIRUSES OR ANY OTHER HARMFUL OR CORRUPTED FILES ARE HEREBY DISCLAIMED; AND AVIDXCHANGE SHALL HAVE NO LIABILITY OR RESPONSIBILITY RELATED THERETO, IN EACH CASE TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

8. Use of Third Parties

The Services may enable access to third-party website, database, network, application, product, or service (each, a “Third-Party Service”), such access is provided by AvidXchange solely as a convenience. No Third-Party Service is a Service or product provided by AvidXchange hereunder; and AvidXchange does not make any representations or warranties, and hereby disclaims all liability for damages of any kind, direct and indirect, with respect to any such Third-Party Service. Customer’s ability to use such Third-Party Service may be subject to additional terms and conditions required by the Third-Party Service provider. Customer acknowledges and agrees that AvidXchange shall have no obligation or liability with respect to the quality, performance or non-performance of the Third-Party Service, or Customer’s use of, or inability to use, such Third-Party Service. Customer hereby irrevocably releases AvidXchange and its Affiliates, successors and assigns from any and all claims of any kind that Customer, its Affiliates or their respective clients may have arising from, or related to, any such Third-Party Service.

AvidXchange may use third party service providers to perform all or any part of the Services, but shall remain responsible to you for work performed by such third party service providers to the same extent as if AvidXchange itself had performed the Services.

9. Limitation of Liability

YOUR ACCESS TO, AND USE OF, THE SERVICES AND CONTENT, AND ANY RELIANCE THEREON IS AT YOUR OWN RISK. NEITHER AVIDXCHANGE NOR ANY OF ITS LICENSORS OR OUR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR OTHER REPRESENTATIVES WILL BE LIABLE FOR ANY DAMAGES OF ANY TYPE OR KIND, INCLUDING DIRECT, PUNITIVE, SPECIAL, COVER, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR INDIRECT DAMAGES (INCLUDING FOR EXAMPLE, LOSS OF GOODWILL, DATA, REVENUE, PROFITS, SAVINGS, USE OR ECONOMIC ADVANTAGE), OR CLAIMS OF THIRD PARTIES ARISING OUT OF, OR RELATING TO, YOUR USE OF OR ACCESS TO THE SERVICES OR CONTENT, HOWEVER CAUSED, WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), PROPRIETARY RIGHTS INFRINGEMENT, PRODUCT LIABILITY, OR OTHERWISE AND YOU HEREBY WAIVE ANY AND ALL RELATED CLAIMS AGAINST AVIDXCHANGE, ITS AFFILIATES AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, AND LICENSORS.

YOUR SOLE AND EXCLUSIVE REMEDY AGAINST AVIDXCHANGE WITH RESPECT TO YOUR USE OF THE SERVICES OR CONTENT IS TO STOP USING THEM.

10. Modifications, Suspension or Termination

AvidXchange reserves the right to modify or remove any functionality provided by the Services and any Content and to modify these Terms of Use at any time and without notice to you. Your continued use of the Services and Content after implementation of any changes constitutes your acceptance thereof. You may not modify these Terms of Use in any manner whatsoever.

AvidXchange may discontinue or terminate the Services and Content or any portion thereof at any time and without notice. AvidXchange may also suspend or deactivate your access to the Services and Content or any portion thereof or any user account or password, which may include blocking your IP address, at any time and without notice to you.

11. Electronic Consent

By continuing to use the Services and Content, you agree to be legally bound by these Terms of Use. You further agree to the electronic delivery and receipt of all agreements, authorizations, notices, disclosures or other communications in connection with the Services and Content, including via the Services portal or to email or text contact addresses or phone numbers you have provided to AvidXchange. All such electronic communications are deemed to have been received at the time they are sent to you. Your electronic acceptance of the Terms of Use and any other electronic acceptance related to your use of the Services and Content shall be deemed to have the same force and effect as if you had signed by hand. In order to access and retain electronic information we provide, you will need a computer or similar device with an internet connection, a compatible web browser, access to the email you have provided for the Services account and sufficient storage space to save any of the documents or other communications we have provided electronically or a printer to print them. Your acceptance of these Terms of Use is your confirmation that you have the necessary equipment to receive, open, and print or store electronic communications in connection with the Services. If you wish to receive a paper copy of any electronic communication or documents or you wish to withdraw your consent to receive communications electronically, you may do so by contacting us. AvidXchange reserves the right to charge a fee for each paper copy you request and to close your user account if you elect to withdraw your consent to electronic communications. AvidXchange does not guarantee the delivery of any electronic messages and is not liable for any delayed, failed or incorrect delivery thereof or for any actions taken or not taken by you or any third party in reliance upon such messages.

12. General

Use of the Services and Content and the interpretation of the Terms of Use and any related express or implied agreements will 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. Use of the Services outside of the United States is not permitted. If you access or use the Services and Content outside of the United States, you are solely responsible for compliance with any laws or regulations of the jurisdiction from which you access the Services and Content and agree to defend, indemnify and hold AvidXchange harmless from any damages, losses, costs or expenses of any nature arising from such unauthorized use. If any dispute arises, you agree to promptly notify AvidXchange and to work with AvidXchange to amicably resolve it. The parties agree that any claims they are unable to resolve by negotiation will be resolved on an individual basis without resorting 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 Terms of Use. If any provision of the Terms of Use is held by a court of competent jurisdiction to be invalid or unenforceable, all other provisions shall remain in full force and effect. You and AvidXchange are independent contractors and no joint venture, partnership, franchise, employment or agency relationship exists between you and AvidXchange as a result of the Terms of Use or your access to or use of the Services or Content. The failure of AvidXchange to enforce any right or provision in the Terms of Use 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. You may not assign or otherwise transfer your rights or obligations under these Terms of Use, whether by operation of law, merger, consolidation, or otherwise, without the prior written consent of AvidXchange. AvidXchange may assign these Terms of Use in whole or in part in connection with a corporate reorganization or a sale of its business, and may transfer your Confidential Information as part of any such transaction.

If you have any questions, please contact us at: legal@avidxchange.com.