Bluevine Payment Terms of Service

is a legal contract between you (“User”/”you”/”your”) and Bluevine Inc., its subsidiaries, affiliates, agents, and assigns (“Bluevine”/”we”/”us”). This Agreement formally describes the Services, including Bluevine’s policies and procedures and your rights as a user. We provide the Services to you expressly subject to this Agreement.

BY ACCESSING OR USING THE SERVICE, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THIS AGREEMENT, INCLUDING ANY ADDITIONAL GUIDELINES REFERENCED IN THIS AGREEMENT (INCLUDING THE BLUEVINE PRIVACY POLICY). IF AT ANY TIME YOU DO NOT AGREE TO THIS AGREEMENT AND ITS TERMS AND CONDITIONS, YOU MAY NOT ACCESS OR USE THE SERVICES. You understand that the Services are designed to be used exclusively for commercial purposes. You represent that you have authority to enter into this Agreement on your own behalf and on behalf of any person or organization for which you act.

THIS AGREEMENT ALSO INCLUDES, AMONG OTHER THINGS, A BINDING ARBITRATION PROVISION THAT CONTAINS A CLASS ACTION WAIVER. PLEASE REFER TO SECTION 7 BELOW FOR MORE INFORMATION.

1. Bluevine Payment Services

1.1 Description of Services

Bluevine provides the Services that enable you to use a variety of sources (“Funding Methods”) to transmit funds (“Payment”/“Payments”) for commercial purposes to third party businesses (“Payee”). Payees will be able to receive your Payments through several methods, including physical checks. Payees must have either an address or a beneficiary bank account located or held in the United States unless you are eligible for and use the optional International Payments functionality. A complete list of currently supported Funding Methods is located in Section 2.1. Bluevine will offer the Services through our website or mobile application. Transmission of funds to a payee located outside of the United States is performed by a third-party payment provider (“International Payments Provider”), subject to its terms, as described in Section 3.5.

1.2 Legal Ownership of Funds

Bluevine uses an account at Silicon Valley Bank, N.A., a full-service bridge bank created and operated by the FDIC (“SVB”), that is held in SVB’s name. The account title also shows that this account is for the benefit of customers of Bluevine. Bluevine has the right to instruct SVB on the use of funds in the account, including to receive funds from you and to then send funds to your payee based on your instructions.

SVB provides banking services to Bluevine and its role in the completion of a payment is restricted to funds acceptance and treasury disbursement as instructed by Bluevine. You are not a customer of SVB. Bluevine provides payment processing services to you and dispatches payment instructions to SVB for the purpose of accomplishing these payments. Bridge bank services provided by or enabled by SVB are subject to change without notice and may not be offered continuously.

1.3 Eligibility Requirements 

To use the Services and to accept this Agreement, you must:

• Use the Services on behalf of a business entity domiciled in one of the fifty (50) United States or the District of Columbia;
• Not be prohibited by law from using the Services; and
• Have a Bluevine Business Checking Account.

You agree that only you and authorized persons at your business will access the Services. You agree that you will take reasonable measures to protect your password and any other authentication details. You are responsible for the actions taken through the Services. Bluevine is not liable for any issues arising from compromised or otherwise unauthorized use of the Services unless we have explicitly accepted responsibility. 

1.4 Identity Verification 

Bluevine’s Privacy Policy (https://www.bluevine.com/privacy-policy/) governs the collection of personally identifiable information (“Personal Data”) provided through accessing the Services. To aid the government to fight terrorism and other activities involving money laundering, Bluevine obtains, verifies, and sometimes stores certain Personal Data. You authorize Bluevine, directly or through third parties, to make any inquiries we consider necessary to verify your identity. This may include asking you for further information, requiring you to take steps to confirm ownership of your email address or financial instruments, and verifying your Information against third party databases or through other sources. If Bluevine cannot verify your identity, Bluevine reserves the right to deny you use of the Services. For more information, please review our Privacy Policy.

1.5 Unauthorized Use

You agree to use the Services only for lawful purposes. You are prohibited from any use of the Services that would constitute a violation of any applicable law, regulation, rule or ordinance of any nationality, state, or locality or of any international law or treaty, or that could give rise to any civil or criminal liability, including but not limited to the sanctions laws administered by the Office of Foreign Assets Control (“OFAC”) of the U.S. Department of the Treasury. Any unauthorized use of the Services, including but not limited to unauthorized entry into Bluevine’s systems, misuse of passwords, or misuse of any information posted through the Services is strictly prohibited. Further, you agree to comply with the applicable bylaws, rules, regulations, procedures, guidelines or operational or technical standards or guidance issued, adopted, implemented or otherwise put into effect by or under the authority of any payment network, including but not limited to the Nacha Operating Rules.

You agree you will not 1) try to reverse engineer, disassemble, decompile, or decipher the Services or software making up the Services, 2) navigate or search the Services with any tool, software, agent, engine or other means (including bots, avatars, intelligent agents, or spiders), 3) use a means other than Bluevine’s provided interface to access the Services, 4) use the Services in a way that could impair, overburden, damage, or disable any portion of the Services, or 5) mirror any material contained on the Services.

If we believe that you have used the Services in any manner unauthorized by the Agreement, Bluevine and SVB reserve the right to close, suspend, or otherwise limit your access to the Services. Bluevine may also freeze, return, or reclaim Payments. If necessary, Bluevine will update your information provided to third parties, or contact your bank, other users of the Service, law enforcement, or any other third parties. Bluevine reserves the right to deny access to the Services to you or any affiliates following unauthorized use of the Services. You agree that Bluevine and SVB have the right to audit or otherwise review your compliance with this Agreement and your use of the Services. 

1.6 Taxes, Penalties, and Repayment

You agree that you are responsible for any taxes that result from your use of the Services. You also agree that you are responsible for any other monetary liability, including but not limited to fees, fines, and penalties, arising from your use of the Services or a breach of this Agreement. You agree that you will reimburse Bluevine or any other third party for this monetary liability.

Should you owe funds to Bluevine, we reserve the right to collect these funds by initiating a transaction through a Funding Method you have previously selected, or any other available means. Bluevine may pursue debt collection efforts and/or other legal means to recover amounts you owe Bluevine.

1.7 Bluevine Affiliation 

BlueVine is an independent, third party service that is not affiliated with your Payees. Bluevine assumes no responsibility and will have no liability for any consequences resulting from your interactions or contracts with Payees. Any obligations arising from your relationships with Payees may not be assigned to Bluevine. The use of the Services does not create a tri-party agreement between Bluevine, you, and any Payees.

Accordingly, Bluevine assumes no responsibility and will have no liability for any consequences resulting from your interactions or contracts with Payees, including but not limited to Payment terms, the proper and timely delivery of goods or services, and any associated disputes that may arise. You further acknowledge that your use of the Services does not alter or affect any Payees’ payment terms including but not limited to deadlines, payment plans, late fees, and refunds. Bluevine in no way endorses, recommends, or bears any responsibility or liability for any products, services or statements presented by Payee. Payee statements and opinions are not representative of Bluevine or its business partners.

2. Payment Funding Methods

2.1 Supported Funding Methods and Payment Methods

Through the Service, you will be able to fund Payments through several Funding Methods, including automated clearinghouse (“ACH”) or supported credit or debit cards.  Bluevine may save these Funding Methods to your profile for convenience.

Payees can receive funds via ACH, wire, physical checks, and MasterCard’s Remote Payment and Presentment Service (“RPPS”). 

2.2 Funding Method Restrictions and Limitations

Note that all Funding Methods used for the Services are subject to their underlying terms, such as transactional limits, interest terms, or rewards programs. Where applicable, Bluevine retains its rights and authority for our treatment of your Funding Methods used for the Services, and these rights and authority may supersede the terms of your Funding Methods.

2.3 Restricted Transactions

You are not allowed to use the Services for the following purposes:

• Adult entertainment
• Gambling, whether legal or illegal
• Weapons and firearms
• Illegal substances, including federal and state controlled substances and paraphernalia. This includes marijuana (whether or not medicinal), other cannabis, hemp, and any federally controlled substances even if they are not illegal under state law.

2.4 Supported Card Networks

Cards issued on these following payment networks may be used as Funding Methods: Visa®, MasterCard®, and Discover®.

2.5 Funding Method Verification

Prior to their use as a Funding Method, your Funding Methods may be authorized to confirm their validity. A temporary, small authorization charge may appear on your Funding Methods statement.

2.6 Funding Method Representations

When you add a Funding Method to your account, you agree to the following:

• You have the authority to disclose the Funding Method information;
• You authorize the initiation of debit or credit entries, as applicable, to the Funding Methods in accordance with instructions inputted through the Services, and if necessary, the initiation of adjustments for any transactions debited or credited in error;
• You acknowledge your Payments initiated from your Funding Method comply with the provisions of United States law, including but not limited to laws administered by OFAC;
• You acknowledge your Payments initiated from your Funding Method comply with the applicable bylaws, rules, regulations, procedures, guidelines or operational or technical standards or guidance issued, adopted, implemented or otherwise put into effect by or under the authority of any payment network, including but not limited to the Nacha Operating Rules;  and
• You will not use the Services for personal, family, or household purposes.

3. Payments

3.1 Necessary Payment Data and Authorization

You can submit Payments for immediate or future processing via the Services. Payment submission requires at least the following to be specified (subject to change): 

• Payee Information; 
• Funding Method;
• Payment amount
  

You are responsible for confirming the correctness and completeness of your Payment at time of submission. If a Payment issue can be traced to any incorrect or incomplete information you confirmed at time of Payment review, even for information which may have been pre-filled by Bluevine or a third party, you agree to hold responsibility for any resulting consequences, which may include but not be limited to an unintended Payee accepting and retaining your Payment, an issue in a Payee accounting for your Payment, or an inability to complete your Payment.

If you encounter any Payment-related issues or have a question about your Payments, please contact support@bluevine.com. Please include relevant information so that our team can assist you more quickly.

3.2 Payment Authorization

By submitting a Payment to Bluevine, you authorize us and/or SVB to follow the payment instructions that we receive from you, including but not limited to the authorization for us and/or SVB to originate Entries (as defined by the Nacha Operating Rules) on your behalf to Funding Method and/or to Receivers’ (as defined by the Nacha Operating Rules) accounts. This authorization includes the authorization to debit or credit your selected Funding Method, including ACH debits and credits, and to remit funds on your behalf in accordance with your instructions. You also authorize Bluevine and/or SVB to share this information with your Payee. 

3.3 Payment Processing

If you submit a Payment for immediate processing, the Payment will require successful Funding Method authorization at the time of submission. If you choose to have a payment be processed in the future, the Payment will require successful Funding Method authorization on the date you have selected for the Payment. Bluevine cannot process payments if your selected Funding Method fails to authorize, and Bluevine will notify you regarding the failed authorization attempt.

Without limiting any other available remedies, if any Payment initiated from your Funding Method is returned because of insufficient funds, you must reimburse Bluevine for any corresponding payment amount immediately upon demand, plus exceptions processing fees, plus any bank fees, charges or penalties for return items.

The failure of the Payment process at any point, including but are not limited to additional fee authorizations, third party service calls, and fraud analyses, will result in a full rollback of any completed portions of the submission. You acknowledge that this may require the void of previously succeeded Funding Method authorizations. You agree that Bluevine holds no liability for any consequences resulting from a Payment rollback, including but not limited to pending authorizations that may temporarily reduce your available credit line.

3.4 Payment Review Process 

To comply with legal obligations and/or to prevent fraud, Bluevine may ask for additional information from you and from third parties following a Payment submission. During this review process and for any reason, Bluevine may place a temporary hold on the delivery of your Payment, and we may request more information from you including but not limited to verification of your identity, an associated bill or invoice, or other evidence of your payment terms with the Payee.

You acknowledge that Bluevine’s ability to efficiently and effectively review your Payment depends upon your cooperation, and you agree not to hold Bluevine liable for any impacts arising from the delivery of your Payment due to delayed, incomplete, or insufficient responses to inquiries.

At its sole discretion, Bluevine reserves the right to cancel any Payment. In such cases and as permitted by applicable law, your funds will be returned to you via the original Funding Method, or if necessary via other means. You relieve Bluevine of any liability you may incur, including but not limited to late fees, penalties, or interest due to Payments that are held, denied, or reversed.

3.5 International Payments

If you are eligible, you may make payments to Payees located in certain eligible foreign countries and/or in certain currencies other than United States dollars (“International Payments”). Certain International Payments services are provided by The Wise US Inc. (“International Payments Provider”), a third-party payment provider that is not affiliated with Bluevine. Your International Payments are processed by International Payments Provider and are subject to International Payment Provider’s separate terms and conditions, available here (the “International Payments Terms of Service”). The International Payments Terms of Service are directly binding on you as a user of the International Payments Services as provided by the International Payments Provider.

The eligible countries and currencies available through the International Payments services are subject to change without notice.

For international payments that involve conversion of currencies, the conversion rate will be as provided by the International Payments Provider. Conversion rates change frequently and are only guaranteed to you to the extent International Payments Provider guarantees them to you, subject to its International Payments Terms of Service. Payments sent outside of normal business hours may not be processed until the next business day, which may be outside of the period a conversion rate is guaranteed by International Payments Provider. If you send an International payment but it is not processed until a later date, for any reason, the rate at the time of processing may be used instead.

Certain International Payments may be subject to fees charged by entities other than Bluevine or International Payment Provider (such as a correspondent bank or receiving bank) that affect how much your Payee receives. It is your sole responsibility to ensure that payment to your Payee satisfies any payment obligation you have.

4. Refunds

In certain situations following a Payment submission, you may request a refund by contacting Bluevine at support@bluevine.com. The availability of refunds and processes for their execution are dependent on the Funding Method you have selected and the channel disbursing Payments to Recipients. 

Bluevine will be unable to initiate refunds in cases where a Payee has already received your Payment. If a Payee has received your Payment, you should contact your Payee directly to request a refund, pursuant to their payment terms.

If the Payee cashes the check, you will be responsible for contacting your Payee directly. If your Payee attempts to deposit a stopped check, it may be charged a fee from its bank for the exception that it may attempt to assign to you. You accept the responsibility of notifying your Payee not to deposit your check, and you agree not to hold Bluevine liable for any costs you may incur from your Payee in such a case.

5. Limitation of Liability

IN NO EVENT SHALL BLUEVINE, AND ITS AFFILIATES (AND THOSE THAT BLUEVINE WORKS WITH TO PROVIDE THE SERVICES) (COLLECTIVELY, “BLUEVINE PARTIES”) BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOSS OF PROFITS, REVENUE, DATA OR DATA USE, INCURRED BY YOU OR ANY THIRD PARTY, WHETHER IN AN ACTION IN CONTRACT OR TORT, ARISING FROM YOUR ACCESS TO, OR USE OF, OUR WEBSITE, OUR SERVICES, OR THIS AGREEMENT (HOWEVER ARISING, INCLUDING NEGLIGENCE). THE TOTAL LIABILITY OF THE BLUEVINE PARTIES (IN AGGREGATE) TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE IS LIMITED TO THE ACTUAL AMOUNT OF DIRECT DAMAGES ACTUALLY INCURRED IN THE SIX (6) MONTHS PRIOR TO THE DATE UPON WHICH THE APPLICABLE CAUSE OF ACTION AROSE. Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages so the above limitation or exclusion may not apply to you. In such case, the liability of the Bluevine Parties shall be limited to the greatest extent permitted under applicable law.

6. Disclaimer of Warranties

6.1 Services Warranty

THE BLUEVINE PARTIES PROVIDE OUR SERVICES ON AN “AS IS” AND “AS AVAILABLE” AND WITHOUT ANY REPRESENTATION, WARRANTY OR CONDITION OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY. WE SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. THE BLUEVINE PARTIES ARE NOT RESPONSIBLE FOR YOUR OR BLUEVINE’S FAILURE TO PERFORM OBLIGATIONS UNDER THE AGREEMENT AND DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY YOU, BLUEVINE, OR ANY THIRD PARTY.

Bluevine does not guarantee continuous, uninterrupted or secure access to any part of our Services, and operation of our Services may be interfered with by numerous factors outside of our control. Bluevine will make reasonable efforts to ensure that requests for electronic debits and credits involving credit cards are processed in a timely manner but Bluevine makes no representations or warranties regarding the amount of time needed to complete processing because the Services are dependent upon many factors outside of our control, such as delays in the banking system. Some jurisdictions do not allow the disclaimer of implied warranties, so the foregoing disclaimers may not apply to you. This paragraph gives you specific legal rights and you may also have other legal rights that vary depending on the jurisdiction in which you are resident.

6.2 Warranty of Payee Goods or Services

Bluevine does not control a Payee’s products or services, and Bluevine does not guarantee that a Payee will actually complete the transaction or is authorized to do so. You agree to forfeit any future claims against Bluevine regarding a Payee’s goods or services, including but not limited to the quality of the good or service or the timeliness of delivery.

7. Arbitration and Waiver of Jury Trial

This Arbitration Clause sets forth the procedures for resolving a Claim under or relating to this Agreement.  As used in this Arbitration Clause, a “Claim” is any preexisting, present or future claim, dispute, or controversy between you and Bluevine arising out of or relating directly or indirectly in any way to this Agreement.  The term “Claim” has a very broad meaning and includes, by way of example and not limitation, disputes concerning: (i) the Services ;  (ii) advertisements, promotions or oral or written statements related to the Agreement or the Services (iii) a dispute based on a federal or state statute or local ordinance; (iv) data breach or privacy claims arising from or relating directly or indirectly to the disclosure by Bluevine of any non-public personal information about you; and (v) the relationships between you and Bluevine arising from this Agreement or any of the foregoing. Notwithstanding the foregoing, a “Claim” does not include the exercising of any self-help or non-judicial remedies by you or Bluevine, meaning actions you or we can take that do not involve court action. 

This Arbitration Clause provides that all Claims shall be FINALLY and EXCLUSIVELY resolved by binding individual arbitration, unless excepted or opted out in accordance with the terms below. 

By not opting out according to the terms below, you acknowledge that:

YOU AND WE WILL BE BOUND BY THIS CLAUSE TO ARBITRATE ANY CLAIM IF YOU OR WE ELECT ARBITRATION, UNLESS THE CLAIM IS BROUGHT IN OR REMOVED TO SMALL-CLAIMS COURT PURSUANT TO THIS ARBITRATION CLAUSE;

NEITHER PARTY WILL HAVE THE RIGHT TO A JURY TRIAL OR TO ENGAGE IN DISCOVERY, EXCEPT AS PROVIDED FOR IN THE AAA CODE OF PROCEDURE; AND

YOU AND WE WILL NOT BE ABLE TO BRING OR BE A CLASS MEMBER IN A CLASS ACTION, PRIVATE ATTORNEY GENERAL ACTION OR OTHER REPRESENTATIVE ACTION IN COURT OR IN ARBITRATION (“Class Action Waiver”).

Arbitration: In arbitration, a neutral third-party arbitrator resolves Claims on an individual basis. Arbitrations under this Arbitration Clause will be made pursuant to a transaction involving interstate commerce and shall be governed by the Federal Arbitration Act (“FAA”) (9 U.S.C. 1-16).  An arbitration of a Claim will be conducted by the American Arbitration Association (“AAA”) under its rules; if AAA cannot serve and we do not agree on an alternative arbitrator, a court with jurisdiction will select the arbitrator.  For a copy of AAA procedures, to file a Claim, or for other information about this organization, contact AAA at 120 Broadway, Floor 21, New York, NY 10271, (1-800-778-7879), www.adr.org. Any arbitration hearing that you attend shall take place in the federal judicial district of your residence. The arbitrator’s award shall be binding and final, except for any appeal rights under the FAA.  Judgment on the arbitration award may be entered in any court having jurisdiction.  

Alternative for Individual Claims: This Arbitration Clause does not affect your or our right to pursue individual Claims in small claims court (or your state’s equivalent court) if the court has jurisdiction over the dispute and the dispute remains in that court. If a party brings a Claim in arbitration, the other party may remove the Claim to small-claims court if the amount in controversy (exclusive of attorneys’ fees and costs if applicable law so provides) is properly within the jurisdiction of a small-claims court. The opposing party must provide notice of intent to remove to small-claims court within 30 days of receiving an arbitration demand from the other party.  In any event, if the Claim is removed, appealed or transferred from small-claims court to another court, it shall be subject to arbitration at the election of either party.

Enforceability: All disputes as to the scope, enforceability and validity of this Arbitration Clause shall be made exclusively by a court of competent jurisdiction. 

Process: Before bringing a Claim in court or in arbitration, the complaining party must give the other party written notice of the Claim. If you are the complaining party, you must send the notice in writing (and not electronically) to our Address. You or your representative must sign the notice and must explain the nature of the Claim and any supporting information, such as your Account number and a contact information where you (or your representative) can be reached. If we bring a Claim, we will send a letter to you using the information we have on file for you. The receiving party will have 30 days to respond to the demand.  

Opting out: If you do not wish to be bound by this Arbitration Clause, you must mail us a signed notice within 45 calendar days after you acquire or open the Account to our Address:

Bluevine Inc.

401 Warren St. Redwood City, CA 94063

We will need your name, address, telephone number and Account number. State that you “opt out” of arbitration. Opting out will not affect the other provisions of this Agreement. By opting out, you will have all options available under law to raise a dispute or Claim.

Survival: This Arbitration Clause shall survive: (i) termination of the Agreement by either party; (ii) the bankruptcy of any party; or (iv) the suspension of the use of the Services by either party.  If any portion of this Arbitration Clause is deemed invalid or unenforceable, the remaining portions shall remain in force, except that: (A) If the Class Action Waiver is declared unenforceable in a proceeding between you and BlueVine with respect to a Claim that does not seek public injunctive relief, and that determination becomes final after all appeals have been exhausted, this entire Arbitration Clause (except for this sentence) shall be null and void in such proceeding; and (B) If a Claim is brought seeking public injunctive relief and a court determines that the restrictions in this Arbitration Clause prohibiting the arbitrator from awarding relief on behalf of third parties are unenforceable with respect to such Claim, and that determination becomes final after all appeals have been exhausted, the Claim for public injunctive relief will be determined in court and any individual Claims seeking monetary relief will be arbitrated.  In such a case the parties will request that the court stay the Claim for public injunctive relief until the arbitration award pertaining to individual relief has been entered in court.  In no event will a Claim for class-wide or public injunctive relief be arbitrated.

8. Fee Schedule

Fee Description	Fee Amount and Frequency
Outgoing Physical Check Fee	$1.50 per physical check
Outgoing Wire Transfer Fee	$15.00 per wire transfer
Payments by Credit Card Transaction Fee	2.9% of Transaction

9. General

9.1 Complete Agreement

This Agreement together with any other Bluevine documents, policies and/or agreements referenced herein sets forth the entire understanding between you and Bluevine with respect to the Services. This includes the Registration Terms you have previously accepted. The following sections of this Agreement and all other terms which by their nature should survive, will survive the termination of this Agreement: 5 (Limitation of Liability), 6 (Disclaimer of Warranties), and 9 (General).

If any provision of this Agreement is held to be contrary to law, such provision shall be changed and interpreted so as to best accomplish the objectives of the original provision to the fullest extent allowed by law and the remaining provisions of this Agreement shall remain in full force and effect. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced.

9.2 Intellectual Property.

“Bluevine”, “Bluevine payments”, and all logos related to Bluevine and Bluevine payments, are either trademarks or registered trademarks of Bluevine or its licensors. You may not copy, imitate, or use them without Bluevine’s prior written consent. In addition, all page headers, custom graphics, button icons, and scripts are service marks, trademarks, and/or trade dress of Bluevine. You may not copy, imitate, or use them without our prior written consent. All right, title and interest in and to the Bluevine website and applications, any content thereon, the Services, the technology related to the Services, and any and all technology and any content created or derived from any of the foregoing, is the exclusive property of Bluevine and its licensors.

9.3 Force Majeure

Bluevine shall not be liable for any issues or delayed performance caused by circumstances beyond Bluevine’s reasonable control, including without limitation, acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labor problems, service provider failures or delays.

9.4 Assignment

You may not transfer or assign any rights or obligations you have under this Agreement without Bluevine’s prior written consent. Bluevine reserves the right to transfer or assign this Agreement or any right or obligation under this Agreement at any time.

9.5 No Waiver

If Bluevine fails or delays in exercising any right, power or remedy or to take action against any breaches of this Agreement, Bluevine does not waive its right to enforce the same at a later time.

9.6 Indemnification

You agree to indemnify, defend, and hold harmless the Bluevine Parties and their respective directors, officers, employees, and agents from any and all claims, liabilities, damages, losses or expenses, including reasonable attorneys’ fees and costs, by any third party due to or arising out of: (a) your access to or use of the Services; (b) your violation of this Agreement or any representation, warranty, or agreements referenced herein (c) your violation of any law or regulation; (d) your violation of any third party right, including without limitation any intellectual property right, publicity, confidentiality, property or privacy right; (e) any dispute or issue between you and any Payee or other third party; (f) your gross negligence or willful misconduct; and (g) any other party’s access to and/or use of the Services using your account and password. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and in such case, you agree to cooperate with our defense of such claim. You shall cooperate as fully as reasonably required in the defense of any such claim. Bluevine reserves the right, at its own expense, to assume the exclusive defense and control of any matter subject to indemnification by you. You agree not to settle any matter without the prior written consent of Bluevine.

9.7 Amendments

Bluevine reserves the right to amend this Agreement at any time, for example to reflect changes to the Services or compliance with the law and will take reasonable steps to notify you of any material changes to the Agreement. The revised version will be effective immediately after we post it. Changes will not apply retroactively. Your continued use of the Services following any update to this Agreement will be deemed acceptance of the updated Agreement. If you do not agree to the modified terms of this Agreement, you should discontinue your use of the Services. If you have any questions about this agreement, please contact us at: support@bluevine.com.

9.8 Governing Law

Except for Section 7 that is governed by the FAA, this Agreement will be governed by and construed in accordance with the laws of the State of California without reference to conflict of law provisions.

9.9 Termination 

Bluevine, in its sole discretion, reserves the right to suspend or terminate this Agreement and/or access to or use of some or all of the Services at any time upon notice to you. Please note that Bluevine reserves the right to terminate the Services at any time. Bluevine will try to notify you in advance, but is not obliged to do so. 

You will remain liable for all obligations related to your use of the Services even after this Agreement is terminated, including any fees or charges due to Bluevine. You may not terminate this Agreement to evade an investigation. Any Payments processed prior to your Agreement termination will be completed by the Services, except those that may be cancelled following a Payment review, per Section 3.5. Following your Agreement termination, all Payments you scheduled that have not been processed will be considered cancelled.

9.10 Contacting Us

If you have questions regarding the Agreement or about Bluevine’s practices, please contact us at: support@bluevine.com

This Agreement is effective as of March 14, 2023