Payment Terms – Viewpost

This Payment Terms Agreement (“Agreement”) is an agreement between you (“you” or “your”) and Viewpost North America, LLC, Viewpost Systems, LLC, and their affiliates and subsidiaries (collectively “we”, “us”, “our”, or “Viewpost”) and applies to your use of Viewpost’s invoice and payment services as described in this Agreement (the “Viewpost Services”). The Viewpost Services are offered through the Viewpost website (www.viewpost.com) (the “Viewpost Site”) to complement the accounting tools offered on the Viewpost Site.

By using the Viewpost Services you accept and agree to the terms and conditions set forth in this Agreement. This Agreement applies to you whether you use the Viewpost Services to make payments, receive payments, or both.

Please read this Agreement carefully. Viewpost will occasionally update this Agreement. When we do, we will also revise the “last updated” date at the bottom of this page. To the extent Viewpost makes any change to this Agreement it deems material, you will receive a notice via email, on the Viewpost Website, or through the Viewpost service platform prior to the change becoming effective.

Section 1. Eligibility for the Viewpost Services

A Viewpost Business Account is for use by commercial entities and for commercial purposes only. A Viewpost Business Account may not be used for any personal, family, household, or other consumer purpose whatsoever, and no individual acting on his or her own behalf may use the Viewpost Services except to submit invoices and/or receive payment for goods and services rendered on a commercial basis (for example, without limitation, as a sole proprietor). By registering for and using a Viewpost Business Account, you confirm that (i) you are a duly organized, validly existing corporation, partnership, sole proprietorship, or similar commercial entity, that is in good standing in a jurisdiction within the United States where you were formed or organized, or are using the Viewpost Services solely to invoice or receive payment for goods and services provided on a commercial basis; (ii) you have full power and authority to enter into and perform under this Agreement; (iii) you are acting through a duly authorized representative; and (iv) other than for Electronic C2B Payments, neither you nor anyone acting on your behalf will permit the Viewpost Services to be used by a consumer or for any consumer purpose, including, but not limited to, any personal, family, or household purpose.

Certain holders of a Viewpost Business Account may be permitted to make available to their customers limited functionality of the Viewpost Services to allow the customers to pay for goods and services purchased from the holder of the Viewpost Business Account (the “Electronic C2B Payments”). Electronic C2B Payments are for use only by residents of the United States of America and who have been invited by a Viewpost Business Account holder to use Electronic C2B Payments. The terms and conditions applicable to customers who make payment using Electronic C2B Payments are set forth in the Viewpost C2B Payment Terms.

Section 2. Limitations on the Viewpost Services; Payments

The purpose of the Viewpost Services is to facilitate the payment, including a refund payment, of amounts owed for goods and services. The Viewpost Services are not a funds-transfer or money-transmission service and may not be used to effect the movement of funds except in payment and/or refund of amounts owed for goods and services rendered as reflected on statements, bills, invoices, or similar notices (each an “Invoice”). The Viewpost Services shall not be used for payment of taxes or other court-directed or government payments, fines, penalties, or payments to settle securities transactions. A payment made using the Viewpost Services is referred to herein as a “Payment” and is limited to those transactions described in this Agreement or other Terms. Viewpost relies on the services of third-party vendors to make the payment services available to users of the Viewpost Platform.

Any use by you of the Viewpost Services for a purpose that, in our sole discretion, is inconsistent with this Agreement or other Terms may result in immediate termination of your account and your access to the Viewpost Services, in addition to any other remedies provided for herein or by law.

Section 3. Registration for the Viewpost Services

Viewpost is committed to complying with applicable anti-money laundering laws in an effort to ensure the Viewpost Services are not utilized to facilitate or support money laundering, the funding of terrorist activities, and other financial crimes. Thus, in order to use the Viewpost Services, you must provide and update as appropriate certain information, to the extent it is requested, both at the time of registration and periodically during your use of the Viewpost Services, including the
following:

Full Legal Name: Your full legal name (as reflected in your incorporating or organizational documents, if applicable), or, in the case of a sole proprietorship, the name in which you operate your business. The name you provide should match the name in which your Designated Bank Account is held. This name will appear as the drawer of all checks you create using the Viewpost Services.
Taxpayer Identification Number: For most businesses, your federal employer identification number.
Primary Address: The address of your principal place of business. This address will appear as your address on the paper checks and the electronic payments you create using the Viewpost Services. Viewpost will use this address as the mailing address for correspondence regarding your Viewpost Account and use of the Viewpost Services.
Account Administrator(s): An individual with administrative control over your Viewpost Business Account is an “Account Administrator.” Each Account Administrator is also an Authorized User (as that term is defined in Section 3.6). Account Administrators bind you in all actions they take using the Viewpost Services. These individuals have authority to make changes to all aspects of your Viewpost Account, including, but not limited to, the creation and removal of other Account Administrators, the addition, deletion, designation and permissions of all Authorized Users, the addition or deletion of Designated Bank Accounts, changes to the physical and email addresses to which we send correspondence, and the termination of the Viewpost Services. By default, the individual who establishes your Viewpost Account is an Account Administrator, and such individual represents that he or she is authorized to establish the Viewpost Account on your behalf and to act as an Account Administrator. Your Viewpost Account must always have at least one Account Administrator, and Viewpost suggests that there always be at least two (2) Account Administrators to ensure there is no disruption in service if an Account Administrator becomes unavailable. You must notify Viewpost immediately if your Viewpost Account has no Account Administrator, as your account may be permanently disabled. Viewpost will remove an Authorized User’s or Account Administrator’s access to the Viewpost Site at the direction of any Account Administrator. In the event of a dispute between Account Administrators, Viewpost may suspend your Viewpost Account until the dispute is resolved. You agree that Viewpost will have no liability for either permitting or precluding access to and use of your Viewpost Account when following the instructions received from any Account Administrator’s account.
Designated Email Address: The email address to which we may send correspondence regarding your Viewpost Account and use of the Viewpost Services.
Authorized Users: The individual employees or agents designated by an Account Administrator to be authorized to use the Viewpost Services on your behalf are “Authorized Users.” Authorized Users bind you in all actions they take using the Viewpost Services. The specific account permissions granted to each Authorized User, including the authority to make Payments on your behalf and affix the Authorized Signature selected by an Account Administrator to Payment instruments, are established by the Account Administrator(s).
Designated Bank Account(s): An account designated by you for making and, as applicable, receiving Payments using the Viewpost Services is a “Designated Bank Account.” Unless agreed to in writing by Viewpost, each Designated Bank Account must be a checking account maintained in the United States at a federally insured depository institution, such as a bank, a savings association, or a credit union (“Designated Bank”). You may provide more than one Designated Bank Account and may use a different Designated Bank Account for making Payments, depositing Payments, and/or paying Viewpost fees. At a minimum, you must provide the routing number and account number for each Designated Bank Account, as well as the name of an authorized signatory on the account. To permit the efficient operation of the Viewpost Services, you must ensure that there are no blocks, filters, or other account restrictions on any Designated Bank Account that would prevent Payments from being made to or from your account as contemplated by this Agreement. You must advise us of any “positive pay” features applicable, now or in the future, to any Designated Bank Account and assist us with complying with such features. Viewpost will use its best efforts to implement the Viewpost Services with respect to a Designated Bank Account, but Viewpost in its sole discretion may suspend or disqualify a Designated Bank Account. Viewpost may use, and you authorize the use of, micro deposits and withdrawals, or other confirmation methods, including utilizing the services of third parties, to confirm and verify the accuracy of the account information you provided.
Authorized Signature: The word, mark, or symbol you select and adopt to evidence your intention to authenticate and be bound by the Payments you authorize in connection with the Viewpost Services is an “Authorized Signature.” You must ensure that the Authorized Signature you select is or has been provided to your Designated Bank to permit verification of your signature by the Designated Bank when your checks are presented for payment. Each check printed for you by Viewpost will bear your Authorized Signature. Viewpost will provide a default mark that you may accept and adopt as your Authorized Signature, or you may create your own image file to be used as your Authorized Signature. Each time you initiate a Payment using the Viewpost Services, you are applying your Authorized Signature to each check you create and print using the Viewpost Services, including the check used to pay fees owed to Viewpost, in each instance evidencing your intention to authenticate such check at the time it is created. A requirement for multiple signatures to be printed on a check differs from a requirement for dual approval to initiate payments.
Additional Information. We may require that you provide documentation or other evidence confirming the accuracy of the information you provide when establishing or making subsequent updates to your account, or at any other time at our request. The documentation we request may include, but is not limited to, evidence of incorporation or organization, evidence of good standing, evidence of ownership of your Designated Bank Account, proof of address, or evidence of authorization for a representative or agent to act on your behalf, and may include information requested by your Designated Bank in order to implement the Viewpost Services. You authorize us to make any requests, directly to you or to third parties, that we deem necessary to validate the information you provide to us, and you agree to assist us in obtaining such information.

To the extent applicable, information collected pursuant to this Section 3 will be treated as described in the Viewpost Privacy Policy.

Section 4. Making a Payment

When you wish to initiate a Payment, you must do so using the mechanisms featured on the Viewpost Site or otherwise designated by Viewpost, such as a file upload service (e.g., FTPS or SFTP) or via an application approved to use the Viewpost’s Application Programming Interface (API). Upon initiating a Payment, you are
expressly permitting and instructing Viewpost to cause your Designated Bank Account to be
debited or your credit/debit/charge card to be charged, and to use such third parties as deemed
necessary by Viewpost to effect Payment delivery. Unless agreed to in writing by Viewpost, Payments must be made in United States Dollars and drawn on a United States depository institution.

1. Timing of Payment Request. You may initiate a Payment at any time that the Viewpost Services are available to you. You must ensure that sufficient funds or credit is available in the Designated Bank Account or credit, charge or debit card account from which the Payment will be made at the time a Payment is requested.
2. Finality of Payment. As a result of the rapid nature of the movement of funds, once a Payment has been initiated through the Viewpost Services, it cannot be retracted via Viewpost. If you wish to attempt to retract a Payment sent via paper check, you must notify Customer Support immediately and provide all required information. Viewpost, however, cannot guarantee that the paper check Payment will be retracted. Viewpost will notify you if the paper check Payment was successfully retracted.
3. Methods of Payment. When you initiate a Payment, Viewpost will choose the manner in which the Payment is delivered. In making this determination, Viewpost will take into account the preferences, if any, indicated by the intended recipient of the Payment, as well as Viewpost’s internal guidelines regarding eligibility, transaction limitations, and other risk and business assessments that Viewpost, in its sole discretion, may apply. If you and your Payment recipient have consented to Virtual Credit Card payments (as described below in section 4.3.4), Viewpost may, at its sole discretion, use that method to complete your Payment. Solely to the extent necessary to accomplish Payment as described herein, you hereby designate Viewpost as your limited agent for purposes of receiving and delivering your Payment instructions and information. Further, you acknowledge that Viewpost, or a third-party service provider selected by Viewpost, may simultaneously act as agent for a payor for the purpose of facilitating a Payment and as agent for a Platform Payee (as defined below) for the purpose of facilitating receipt of the Payment in the same transaction.
  1. Electronic Payment. Payments you initiate using the Viewpost Services may be made, in whole or in part, by electronic presentment to the payee, either by Viewpost or by a third party selected by Viewpost.
    1. Direct Electronic Presentment. If available, Viewpost may electronically present your Payment instrument directly to the payee’s financial institution for deposit. Funds will move from your Designated Bank Account to the payee’s account at its financial institution.
    2. Electronic Presentment Using a Third Party. Viewpost may use the services of a third-party money transfer service (“MTS”) chosen by Viewpost to deliver a Payment. Cass Commercial Bank is a third-party MTS that provides Payment services to Viewpost users via the Viewpost Platform. By using the Viewpost Services, you consent to the terms and conditions of these service providers, which can be viewed here: CASS Payment Terms. Payments made using a third-party MTS may be made in whole or in part using automated clearing house (“ACH”) services. To the extent ACH payments are initiated on your behalf for purposes of completing a Payment, you consent to such ACH payments and acknowledge and agree to be bound by the National Automated Clearing House Association (“NACHA”) rules applicable to you as an originator of an ACH transaction.
  2. Paper Check. Payments you initiate using the Viewpost Services may be made, in whole or in part, by paper check. When you initiate a Payment that is to be sent by paper check, you instruct Viewpost, or a third party selected by Viewpost, to print and issue a check drawn on the Designated Bank Account you select and made payable to the order of (or for the benefit of) the Payment recipient. By initiating a Payment using the Viewpost Services, you are applying your Authorized Signature to your check, which serves as your authentication of your check. Your check will bear your Full Legal Name and Primary Business Address, and a check number will be assigned according to a sequencing agreed upon by you and Viewpost using your Viewpost payment settings. Your check will bear the date you select or, if no date is selected, the date on which you initiate the Payment using the Viewpost Services. Viewpost, or a third party selected by Viewpost, will deliver the paper check to the payee via postal carrier or such other method selected by Viewpost.
  3. Virtual Credit Card Payments. If you have a Viewpost Business Account, Viewpost may process your Payment to a payee as a virtual credit card payment (“Virtual Card Payment”). Payees that accept Virtual Card Payments will be provided a single-use credit card number, delivered electronically to the payee or the payee’s designated merchant processor, that the payee can charge for the amount of the Payment you initiated. For each of your Payments to a payee that is processed as a Virtual Card Payment, your Payment funds from your Designated Bank Account will be electronically deposited into an account at the issuer of the single-use credit card and will be applied by such issuer in repayment of the Virtual Card Payment. You may opt-out of Virtual Card Payments by contacting Viewpost at the email address or telephone number provided on the Viewpost website. If your Payment cannot successfully be completed as a Virtual Card Payment, it will be processed, in whole or in part, using another Viewpost payment method, consistent with this Agreement. In addition to any fees that may be assessed under this Agreement, Viewpost may receive a fee or other compensation from third parties in connection with Virtual Card Payments.
4. Optimization as a Service. If you print checks or use a check printing service (“Check Printer”) to make vendor payments, you may be eligible to use Viewpost’s Optimization as a Service (“OaaS”) functionality. OaaS allows you or your designee (such as your Check Printer, accounting provider, bank or other third party) to submit check payment instructions to Viewpost so that Viewpost can determine if payments to any payees can be delivered electronically. If you choose to participate in OaaS, you must first create a Viewpost Business Account, as described herein and on the Viewpost Site. You or your designee can then submit your check payment instructions to Viewpost before printing. Viewpost will review the payments to identify recipients that may prefer electronic payment (ACH, Virtual Credit Card, etc.). Recipients who opt to receive electronic payment are Platform Payees, and payment to these payees will be delivered by Viewpost as outlined in these Viewpost Payment Terms. Viewpost will amend the check payment instructions to identify payments that could not be sent electronically and return the amended file to you or your designee for printing.
5. Payment to Assignee of Payee. We will follow payment instructions given to us that conform to the requirements of this Agreement. If you have a factor, please communicate to the payor the information necessary to complete the payment transaction. Your payee may advise you that you may receive a notice of assignment from your vendor’s lender or factor (each, an “Assignee”) that payments otherwise due to your vendor have been assigned and must be paid only to the Assignee, and payments to the vendor will not discharge your obligation to the vendor. Since Viewpost will follow payment instructions given by you to Viewpost on how to process Payments to your vendors, it is important that you advise us to make Payment to any such Assignee, rather than to the vendor. Viewpost will not be responsible for any direct or indirect damages resulting from a failure to advise us to make payment to the correct party.
6. Right Not to Deliver Payment; Right to Correct Erroneous Payment. Viewpost reserves the right to decline to execute a Payment when we reasonably believe, in our sole discretion, such Payment to be unauthorized, illegal, unable to be processed, or in violation of this Agreement, and Viewpost will not be liable to any party for any direct or indirect damages resulting from our exercise of such discretion not to execute a Payment. Viewpost reserves the right, and you authorize Viewpost in its sole discretion, to correct any erroneous payments made to your account by debiting erroneously deposited funds from your account, crediting erroneously debited funds to your account, or by taking such other actions as Viewpost deems appropriate.
7. Dishonored Payments: Right to Recover. In the event a Payment drawn on your Designated Bank Account is dishonored or otherwise reversed after the related Payment, including but not limited to a Virtual Card Payment, has been completed to the payee and is not or cannot be reversed, you remain liable to Viewpost for payment of the full amount of the Payment and any associated fees. Upon notification of such an occurrence, you agree to reimburse Viewpost all amounts owed within one business day of such notification. If you fail to make such reimbursement, you authorize and instruct Viewpost, at its sole discretion, to debit your Designated Bank Account, withhold funds from Payments made to you using the Viewpost Services, debit any other Designated Bank Account you have registered with Viewpost, and/or collect funds using any alternative payment method that you have previously provided to Viewpost, such as a credit card, until the amounts owed to Viewpost have been recovered. Without otherwise limiting Viewpost’s rights and remedies under this Agreement, Viewpost may suspend or restrict your use of the Viewpost Services until such time as any outstanding amounts owed by you have been paid. Viewpost reserves the right to pursue any remedy available at law or equity to recover any amounts you owe to Viewpost, and, at its sole discretion, to assign to a third party its right to collect such amounts.
  
  In addition to the foregoing, if your Payment deposit for a Virtual Card Payment is dishonored (a “Dishonored VCP Deposit”) and the associated Virtual Card Payment has already been authorized by the Payee and therefore cannot be voided, Viewpost reserves the right, and you authorize Viewpost, to void any of your outstanding Virtual Card Payments to the extent necessary to cover the value of any Dishonored VCP Deposits. The funds you have submitted to support any voided Virtual Card Payments, in Viewpost’s sole discretion, may be held pending your payment of the funds represented by any Dishonored VCP Deposits and/or may be applied, to the extent necessary, to cover any Dishonored VCP Deposits. Unless your access to the Viewpost Services has been suspended or terminated by Viewpost, you may reinitiate the Payments represented by the voided Virtual Card Payments once all amounts due and owing in connection with any Dishonored VCP Deposits have been satisfied. Neither Viewpost nor any of its third-party service providers will be responsible for any direct or indirect losses or damages resulting from any cancellations of a Payment, including Virtual Card Payments, that result from a Dishonored VCP Deposit.

Section 5. Receiving a payment

Credit/Debit/Charge Card. If you have a Viewpost Business Account, you may make or receive Payments by credit, debit, or charge card (a “Card Payment”) using a third-party service provider (the “Card Processor”) accessible on the Viewpost application. Viewpost may, in its sole discretion and without notice, change any Card Processor that is accessible on the Viewpost application. You must register with the Card Processor in order to make or accept Card Payments, and only those customers who have chosen to accept Card Payments as a form of payment may be paid using this method. Card Payments are subject to any terms and conditions and privacy policies established by the Card Processor. The Card Processor is an independent entity that is unaffiliated with Viewpost, and Viewpost makes no representations or warranties regarding, and assumes no responsibility or liability for, the services provided by the Card Processor. Viewpost does not receive, process or store any card information used to make a Card Payment. Card Payments will be delivered according to the terms and conditions established by the Card Processor. Certain Card Processors may identify to Viewpost specific commercial entities (each a “Designated Payee”) that have chosen to accept Card Payments made through such Card Processors. You may choose to enter into an agreement with such Card Processor(s) whereby any Payment you initiate to a Designated Payee using the Viewpost Services may be processed on your behalf as a Card Payment through the Card Processor with whom you have such an agreement, and you instruct Viewpost to take any actions necessary to effect such a transaction. If such a Card Payment is made on your behalf by a Card Processor, and that Card Processor’s funds are used to pay the Designated Payee in accordance with your agreement with the Card Processor, you authorize and instruct Viewpost to initiate a Payment from your Designated Bank Account using the Viewpost Services to the Card Processor in the amount of the Payment to the Designated Payee upon confirmation to Viewpost by the Card Processor that payment has been made to the Designated Payee. Such payments will be subject to the terms and conditions provided to you by the Card Processor making the payment on your behalf.
Timing of Funds Delivery. Viewpost cannot and does not guarantee the timing of any Payments you initiate or deposits you are to receive using the Viewpost Services, as such timing is dependent upon your financial institution, other clearing financial institutions, and the financial institution at which funds will be deposited, among other things, and, in the case of a paper check, applicable postal (or other) carrier delivery times. When scheduling a Payment, you are responsible for allowing sufficient processing time to satisfy any deadlines imposed by the Payment recipient. Except as otherwise expressly provided in this Agreement, Viewpost assumes no liability, and shall not be held responsible, for any delays in the delivery of a Payment or availability of funds when using the Viewpost Services, whether such delays are caused by Viewpost or a third party. The Card Processor is responsible for the delivery of Card Payments, and Viewpost makes no representations regarding the timing of delivery of Card Payments.
Using the Viewpost Services to Receive Payments. Viewpost Business Account holders can choose to receive payments made using the Viewpost Services. A payment recipient that is a Viewpost Business Account holder is a “Platform Payee”. Each Platform Payee who elects to receive a payment using the Viewpost Services consents to the deposit of funds into its Designated Bank Account using a method of delivery selected by Viewpost, consistent with the Platform Payee’s indicated preferences and the payment method chosen by the payor, which may involve the use of a third-party service provider. To the extent necessary to effect payment, each Platform Payee hereby designates Viewpost, or a third-party selected by Viewpost, as its authorized agent for the limited purposes of making any endorsements or deposits, or receiving any funds on Platform Payees behalf that are necessary to deliver the proceeds evidenced by the payment. A Platform Payee that chooses to receive payments using the Viewpost Services expressly agrees that the receipt of funds by Viewpost, or a third-party service provider selected by Viewpost, as its authorized agent (1) will be treated by Platform Payee as if it had received the funds directly from the payor and (2) unconditionally satisfies the payor’s obligations to the Platform Payee to the extent of the amount of the payment received by Viewpost, or a third-party service provider selected by Viewpost, in good funds that are not subsequently reversed. Each Platform Payee hereby acknowledges that Viewpost, or a third-party service provider selected by Viewpost, may simultaneously act as the agent of the Platform Payee for the purpose of facilitating receipt of a Payment and as agent for the payor for the purpose of facilitating the Payment in the same transaction.Platform Payees may receive payments by ACH transfer to their Designated Bank Account.Viewpost Systems may assess an additional fee for receipt of Payments by ACH. Any fee assessed in connection with an ACH payment, as well as the process for opting out of ACH delivery of payments, is described in section 9.2 of this Agreement.
Receiving Virtual Card Payment. You may agree to accept Virtual Card Payments, which are described above in Section 3, “Methods of Payment. By agreeing to accept a Virtual Card Payment, you designate Viewpost, or a third-party selected by Viewpost, as your authorized agent for the purpose of making any endorsements and/or deposits on your behalf necessary to complete payment as a Virtual Card Payment. You acknowledge that Viewpost, or a third-party service provider selected by Viewpost, may simultaneously act as the payor’s agent and as your agent for the purpose of facilitating the payment in the same transaction. Furthermore, you agree that accepting a Virtual Card Payment satisfies the payor’s obligation to you. In addition to any fees that may be assessed under this Agreement, Viewpost may receive a fee or other compensation from third parties in connection with Virtual Card Payments. If your Payment cannot successfully be completed as a Virtual Card Payment, it will be processed, in whole or in part, using another Viewpost payment method, consistent with this Agreement.You may opt out of Virtual Card Payments by contacting Viewpost at the email address or telephone number provided on the Viewpost website.
Return of Undelivered Payments. If a Payment cannot be completed after Viewpost or its service providers have made reasonable efforts to do so, Viewpost will cause such Payment or Payments to be returned to the Payor. Viewpost will select a method, including but not limited to paper check or ACH, and may combine undelivered funds with other payments. As a last resort, funds may be remitted to a government entity consistent with applicable law.
Out-of-Band Payment. If you have a Viewpost Business Account, you have the option to close Invoices on Viewpost and send related notifications when payments have been made or received outside of Viewpost. Viewpost makes no representations or warranties regarding, and assumes no responsibility or liability for, the payments made or received outside of Viewpost. Such out-of-band payments will be delivered according to the terms and conditions of the third parties you use for such payments. Viewpost accepts no responsibility for delivery of out-of-band payments.

Section 6. Dynamic Discounting Through Viewpost Express

Viewpost may make available to you Viewpost Express® (“VP Express”®) to offer and accept discounts on Invoices in exchange for accelerated payment of Invoices as described in this Section 6.

Agreement by the Parties. By extending or accepting an early payment request, you are agreeing to receipt or payment, respectively, of the discounted payment amount in full satisfaction of the Invoice(s) being discounted and paid. Receipt of funds by Viewpost as authorized agent will be treated by the recipient as if the recipient had received the funds directly from the payor, whether or not the recipient actually ever receives the funds, unless the payment is reversed. The parties to a confirmed early payment discount agree to such modified terms of the Invoice(s) and the acceptance of such modification using Viewpost Express constitutes signed written agreement of the parties to an amendment of any agreement between them. The parties to a confirmed early payment discount shall each be considered a third-party beneficiary of these terms solely to the extent required to enforce the agreement of the modified terms against the other party. An early payment may be accepted only by initiating a Payment using the Viewpost Services.
Notification. If you have been awarded an early payment discount, Viewpost will confirm the discounted payment via the Viewpost Services or by other electronic means. If the early payment discount is no longer available (for example, if it has already been claimed by another party, has expired, or has been withdrawn), the parties to the now-unavailable early payment discount agree that the original terms of the relevant Invoice(s) shall remain unchanged and the early payment discount will not apply.
Fees. As compensation for facilitating early payment discounts, Viewpost charges a percentage of the discount received (“VP Express Fee”) and may charge an additional processing fee for such discount (“VP Express Processing Fee”). The VP Express Fee and VP Express Processing Fee (if applicable) schedule is available for viewing through your Viewpost Account as described in Section 9. The VP Express Fee is payable by the party that is paying the Invoice, accrues at the time the discounted Invoice is paid, and is in addition to any other applicable Viewpost fees assessed in connection with the Payment transaction. If you elect to use VP Express, you agree not to attempt to structure the submission or payment of any Invoice so as to avoid the assessment of a VP Express Fee that would otherwise be assessed if the transaction were completed as contemplated in this Agreement.
Automatic VPX Payment Option. You may choose to accept automatically any VP Express early payment that satisfies the criteria you select (the “VPX Auto Payment”). You are under no obligation to use the VPX Auto Payment, and you may activate, modify, or disable the VPX Auto Payment at any time through your Viewpost Account. If you elect to activate the VPX Auto Payment, any VP Express request you receive that satisfies the criteria you select will be accepted and paid automatically, including any applicable fees, using the Viewpost Services. Payments made using VP Express, including those initiated as a result of your use of the VPX Auto Payment, cannot be rescinded once initiated. Viewpost will continue to apply your VPX Auto Payment selections until such time as you modify those selections or disable the VPX Auto Payment. Viewpost encourages you to review your VPX Auto Payment selections regularly, and not less than monthly, to ensure that no modifications are necessary.
Timing of VP Express® Transactions. Early payment requests made using VP Express are time-sensitive and may expire, be modified, or be withdrawn without notice. You acknowledge that VP Express early payment requests are time-based, and that depending upon factors both within and outside of Viewpost’s control, the terms of a VP Express early payment request may change during the time it takes for a user to complete the discount acceptance process. Viewpost makes no guarantees as to the continued availability of any VP Express early payment request. A VP Express early payment request may be extended to multiple parties and, to the extent it has not expired or been withdrawn, will be awarded to the party (or parties, if multiple discounts are made available) who respond(s) first. In the event of simultaneous responses, you agree that Viewpost in its sole discretion shall determine the order in which VP Express early payment request acceptances are deemed to have been received. All parties acknowledge that Viewpost may modify requests that have not yet been accepted based upon the requesting party’s instructions.
Dishonor. In the event the payment instrument used to pay the discounted Invoice amount is dishonored, the early payment discount that was previously granted may be rescinded or adjusted. Any Viewpost Express Fee or any other fees collected in connection with a dishonored early payment are not subject to refund.
Limitation of Liability. Viewpost shall not be liable for any damages of any kind arising out of any party’s failure to comply with Invoice payment terms revised in connection with the use of VP Express. Viewpost further shall not be liable for any damages of any kind arising out of another party’s decision to decline an early payment request. Viewpost also shall bear no liability for its operation of VP Express, and Viewpost makes no representations regarding the availability or continued offering of VP Express. The limitations on liability in this Section 6.7 are in addition to, and in no way restrict, the limitations on liability contained in the Viewpost Terms of Use, the Viewpost Privacy Policy, the Viewpost End User License Agreement, or elsewhere in this Agreement.

Section 7. Viewpost Flextime

Viewpost may make available to you Viewpost Flextime (“Flextime”) to pay an outstanding invoice as described in this Section 7. Flextime is available only to Viewpost Business Accounts.

Agreement with Viewpost and Third Party. Viewpost may from time to time have a relationship with affiliated or unaffiliated third-party lenders that may be willing to offer you a short-term loan for the payment of certain invoices. Invoices eligible for payment using this service will be indicated in your Viewpost Account. By using the Viewpost Services, you authorize Viewpost to submit anonymized experience and transaction information regarding your use of the Viewpost Service to such affiliated or unaffiliated third parties for the purpose of determining your eligibility for, and the terms of, a Flextime loan. Your identity will not be disclosed to the third-party until such time as you request to use the Flextime service.
Loan Terms. You must agree to all terms of the loan, including but not limited to the repayment terms, with the third party in order to have the Flextime loan funded by the third-party lender. Those terms will be provided to you by the third-party lender when you apply for a Flextime loan. You acknowledge and agree that final approval for any loan request is contingent upon the third party’s verification and lending policies. Viewpost is neither involved in nor responsible for, and disclaims all liability for, establishing the terms and conditions, including but not limited to the availability and pricing, of any loan offered through the Flextime service.
Loan Funding and Repayment. Once you have accepted the loan terms and the loan has been finalized, the third-party lender will fund the loan and will disburse the loan proceeds, using the Viewpost Service as described in this Agreement, directly to the payee(s) of the invoice(s) you previously selected for Flextime payment. The invoice payment(s) will be reflected in your Viewpost Account, and, to the extent necessary, you authorize and instruct Viewpost to share with the lender any information necessary to accomplish these payments. Standard Viewpost transaction fees are assessed to you when such payment is initiated. After the loan proceeds are disbursed to your payee(s), the third-party lender will submit to you an invoice using the Viewpost Service reflecting the amount and due date of the payment you have agreed to make to the lender in repayment of your loan. When this invoice is delivered to your Viewpost account, you instruct Viewpost to schedule a Payment on the designated due date from your Designated Bank Account in satisfaction of the invoice from the third-party lender; this Payment will appear in your Viewpost Account along with other Payments you have scheduled. Please refer to the terms of the loan provided by the third-party lender for information regarding any late fees or other penalties that may apply if your loan is not repaid on time. You agree and acknowledge that, if you accept a Flextime loan, Viewpost will share with lender at the time the loan proceeds are disbursed information regarding your Designated Bank Account to assist lender with its collections efforts if you do not repay the loan in accordance with its terms.
Timing. Loan decisions are time sensitive and may expire, be modified, or be withdrawn without notice. Viewpost makes no guarantees as to the continued availability of a short-term loan. When scheduling a Payment using the Flextime Service, you are responsible for allowing sufficient processing time to satisfy any deadlines imposed by the Payment recipient. Except as otherwise expressly provided in this Agreement, Viewpost assumes no liability, and shall not be held responsible, for any delays in the delivery of a Payment or availability of funds when using the Flextime service, whether such delays are caused by Viewpost or a third party.

Section 8. Other Features

The following additional features may be made available to Viewpost Business Accounts.

Sending an Invoice. Invoices may be created and/or delivered using the mechanisms featured on the Viewpost Site or otherwise designated by Viewpost. You may initiate the delivery of an invoice at any time that the Viewpost Services are available to you. As a result of the rapid nature of the movement of electronic files, once delivery of an invoice has been initiated through the Viewpost Services, it cannot be retracted via Viewpost. When you initiate the delivery of an invoice via physical delivery, you instruct Viewpost, or a third party selected by Viewpost, to print and deliver the invoice via postal carrier or such other method selected by Viewpost. Viewpost cannot and does not guarantee the timing of the physical delivery of any invoices you initiate using the Viewpost Services, as such timing is dependent upon applicable postal carrier delivery times, among other things.
Auto Pay. You may schedule an automatic Payment using the Viewpost Services (each, an “Auto Pay”). If you schedule the Auto Pay of Invoices from a vendor, Viewpost will begin processing your Auto Pay for the full amount identified in each Invoice on the scheduled payment date. If you schedule the Auto Pay to a vendor without an Invoice, Viewpost will begin processing your Auto Pay on the date and in the amount that you select when scheduling the Auto Pay. You may cancel or change an Auto Pay, provided you make such change at least 48 hours before a scheduled Auto Pay.If you make a partial Payment using the Viewpost Services on an Invoice that is schedule for Auto Pay prior to the Invoice due date, Viewpost will process the Auto Pay for the remaining balance of the Invoice. If you make a payment on an Invoice that is schedule for Auto Pay by means other than through the Viewpost Services and do not cancel or change the Auto Pay, Viewpost will process your Auto Pay for the full amount of the Invoice.
If your Designated Bank Account has insufficient funds or is not in good standing during your enrollment in Auto Pay, Viewpost reserves the right to cancel any scheduled Auto Pay.

Section 9. Fees for the Viewpost Services

Fees Assessed. You agree to pay the fees assessed in connection with your use of the Viewpost Services, as such fees are set forth in the fee schedule that is available for viewing by Authorized Users when logged in to your Viewpost Account (“Fee Schedule”), which is accessible through the View Fees link in your “Company Settings.” You will be notified at your Designated Email Address of any increase in fees for then-current products or services at least thirty (30) days prior to the effective date of such changes. The fees stated exclude all taxes and other similar charges that may be applicable.
ACH Service Fee; Opt-Out. Viewpost may attempt to process delivery of a Payment using one or more ACH transfers via third-party vendors, as described in section 4.3.1.2 of this Agreement. In addition to any applicable per transaction fees assessed to the payor, Viewpost Systems may assess to the payee a service fee on such Payments completed by ACH consisting of a percentage of the amount of the Payment or a flat fee as disclosed on the Fee Schedule. This service fee will be paid to Viewpost Systems from the funds delivered to the payee’s Designated Bank Account. If, as payee, you do not wish to pay this service fee, you may opt out of ACH delivery of Payments, in which case your payment will be delivered by another means, such as paper check. To opt-out of receiving ACH Payments, visit the “Company Settings” page of your Viewpost Account. You agree that you will opt out of receiving ACH Payments if you do not wish to be charged the service fee, and that if you choose not to opt-out, you consent to payment of the service fee and instruct Viewpost Systems to cause the fee to be withheld from the total amount of the Payment that you are receiving by ACH and to be paid to Viewpost Systems.
Method of Fee Payment. Viewpost may bill for fees in advance, at the time a transaction occurs, shortly after the transaction occurs, or on a recurring basis. You expressly authorize payment of Viewpost fees using such method(s) as may be chosen by Viewpost, including via Auto Pay from your Designated Bank Account, by credit card, or by withholding from Payments made to you using the Viewpost Services. In the event the Designated Bank Account you have selected for payment of Viewpost fees is inactive, is active but has insufficient funds, or is otherwise blocked or unavailable for the payment of Viewpost fees, you instruct Viewpost to collect any outstanding fees you owe to Viewpost from any other Designated Bank Account you have registered. In the event Viewpost is unable to collect any Viewpost fees that are due and owing from your Designated Bank Account by withholding from Payments made to you using the Viewpost Services, Viewpost may require you to provide an alternative payment method, such as a credit card, with which to make payment, and you authorize Viewpost to retain information regarding such alternative payment method and to collect any unpaid Viewpost fees that are overdue, or in the future become overdue, using such alternative payment method. If Viewpost is unable to collect any Viewpost fees you owe at the time the fees become due, Viewpost may suspend your account until payment of all due and outstanding Viewpost fees is made, during which time you will be unable to access certain functionality of your Viewpost Account.

Section 10. Representations and Warranties

Viewpost’s Representations and Warranties
1. Authorization. Viewpost makes no representations or warranties that any party to a transaction facilitated using the Viewpost Services is authorized to complete or will complete that transaction.
2. Availability of Funds. Viewpost makes no representations or warranties regarding the availability of funds with respect to payment instruments created or electronic transfers initiated in connection with the Viewpost Services. Viewpost is under no obligation to monitor for, detect, or otherwise take action to prevent the use of an electronic deposit that is drawn upon insufficient funds in connection with the Viewpost Services, and Viewpost specifically disclaims any such obligation.
3. Accuracy of Viewpost Dashboard. The accuracy of information posted on the Viewpost Site is dependent upon data received from your payment counterparties and/or financial institution(s) and should not be solely relied upon in making financial decisions.
Your Representations and Warranties
1. Authority to Act. You warrant and represent that all authorized agents, representatives, Account Administrators, Authorized Users, and any user of Electronic C2B Payments have reached the age of majority for the relevant jurisdiction or that, in the case of a sole proprietorship, the sole proprietor has reached the age of majority for the relevant jurisdiction. If you are a corporate or similar entity, you further warrant that you have been duly incorporated and validly exist as an entity in good standing under the laws of the jurisdiction of your incorporation and are authorized to undertake any actions contemplated by the Agreement.
2. Bank Account. You warrant and represent that you will maintain at least one Designated Bank Account in accordance with Section 3.7 at all times that you are a user of the Viewpost Services. You further warrant and represent that any and all bank accounts associated with your account are owned by you or the commercial entity to which the account is registered and are not the accounts of any other entity or individual. You agree to maintain funds in the appropriate Designated Bank Account sufficient to satisfy all outstanding Payment requests and their associated fees, including any fees previously assessed but not yet collected.
3. Authorized Agent or Representative. At all times that you maintain a Viewpost Business Account, you warrant and represent that the person initiating a Viewpost transaction is an Account Administrator or Authorized User as described in Section 3. Any individual establishing a Viewpost Account warrants and represents that he or she is authorized to establish such an account by the corporation, partnership, sole proprietorship, or similar commercial entity on whose behalf he or she is acting and for whom the Viewpost Account is being established.
4. Contact Information. You warrant and represent that all contact information, including all information required under Section 3, is and will be maintained current.
5. Password and Customer Security. You agree to keep all passwords associated with the Viewpost Services private and secure. Viewpost shall not be responsible for unauthorized transactions or any other losses that result, directly or indirectly, from your failure to maintain the confidentiality of your account passwords. You are responsible for implementing appropriate safeguards to protect your computing environment from viruses and other malware and from unauthorized intrusions. You agree to notify Viewpost immediately if you suspect that your account password may have been compromised or that unauthorized Viewpost Services transactions may have been initiated. You are obligated to review activity posting to your Designated Bank Account on a daily basis to identify unauthorized activity. You further agree to cooperate fully with any efforts to confirm the validity of your account activity, whether identified and reported by you or Viewpost.
6. Cooperation to Establish Viewpost Services Capability. You agree that, at Viewpost’s request, your authorized agent or representative shall advise your Designated Bank of the Viewpost Services and request that your Designated Bank work with Viewpost to establish Viewpost Services capability with respect to your Designated Bank Account.
7. Use of Viewpost Services. You agree that you will not use the Viewpost Services in violation of any law or for a purpose inconsistent with this Agreement.
8. Payment Disputes. You agree that Viewpost is not responsible for or liable in the event of a dispute among the counterparties to a Payment transaction.
9. Responsibility for Bank, Counterparty, Card Processor, and other Third-Party Fees. You agree that you are responsible for payment of all overdraft fees, nonsufficient funds fees, returned check fees, ACH block fees, and other similar third-party fees, as applicable, assessed as a result of the deposit of, or the attempt to negotiate, any electronic payment you create using the Viewpost Services, including but not limited to any payment or attempted payment of Viewpost fees. You further agree that you are responsible for payment of all fees assessed against you in connection with your use of the Card Payment function of the Viewpost Services, including, but not limited to, any chargeback, re-presentment, or other fee assessed in connection with a Card Payment, whether by the Card Processor or by another party involved in the processing of a Card Payment. Viewpost shall not be responsible for payment or reimbursement of any such fees regardless of the reason for which the fees were assessed. Viewpost encourages you to determine the impact of increased transaction volume as a result of your use of the Viewpost Services on bank-assessed fees.
10. No Alternative Presentment. You warrant and represent that you will not present for payment, or allow or cause to be presented for payment, any payment instrument created or received by means of the Viewpost Services except by using the Viewpost Site in accordance with this Agreement.
11. Taxes. You warrant and represent that you have determined and allocated between yourself and your counterparty all applicable taxes with respect to the sale or transfer of any goods or services for which Payment is being made. Viewpost assumes no liability for taxes owed in connection with transactions conducted between users of the Viewpost Services, nor does Viewpost have responsibility for the collection and reporting of taxes.

Section 11. Termination/Suspension of Viewpost Account

Term. The term of this Agreement (“Term”) shall commence upon your acceptance of the Agreement and shall continue until terminated by either Party according to the procedures below.
By Viewpost. Viewpost, in its sole discretion, has the right to terminate and/or suspend your account and your access to the Viewpost Services or to any aspect thereof, or the access of any Account Administrator or Authorized User, with or without cause.
By You. You have the right to terminate your use of the Viewpost Services and/or close your account at any time. You remain liable for Viewpost fees associated with any Payments that were initiated prior to your termination of the Viewpost Services. In the event you close your account or terminate your use of the Viewpost Services, you authorize and instruct Viewpost to initiate payment immediately for any outstanding fees owed to Viewpost as provided for in any Viewpost agreement. You acknowledge and agree that you also remain liable for all outstanding Payments initiated prior to the termination of the Viewpost Services, and you agree to take such steps as are necessary to ensure that all outstanding payment instruments are honored. You further agree to cooperate with Viewpost in its collection of any moneys owed in connection with your use of the Viewpost Services.
Subscription Cancellation. You may cancel a Viewpost subscription at any time in the “Company Settings” section of your Viewpost account. Upon cancellation, you account will remain active until the end of your current billing period. Any invoices or payments scheduled for after the end of the final billing period will be cancelled and will not be processed. After cancellation, your account will remain active with limited functionality to allow you secure access to your historical account data. No refunds or credits will be given for partial-month membership periods, except that subscription fees may be credited or refunded if requested within 30 days of your initial registration for a Viewpost subscription.

Section 12. Other Provisions

Use of Your Logo. At your request, if you maintain a Viewpost Business Account, Viewpost will affix your logo, which you must provide in a file format acceptable to Viewpost, to the checks and invoices you create using the Viewpost Services. You represent that you have all necessary licenses to use, and to permit the use of, the logo you provide to Viewpost for this purpose, and you grant Viewpost a royalty-free non-exclusive license to use such logo for the purpose stated in this paragraph.
Verification Procedures and Website Security. You agree that the procedures provided for in this Agreement and the procedures implemented on the Viewpost Site to verify the identity of users of the Viewpost Services constitute commercially reasonable customer verification procedures and website security. You agree that you are responsible for any additional verification procedures and/or security you deem necessary. You agree that Viewpost accepts all instructions originating from your account in good faith and in a manner consistent with commercially reasonable security standards. You agree to hold Viewpost harmless for direct or indirect losses sustained as a result of the disclosure of confidential or sensitive information where such disclosure was not directly the result of gross negligence on the part of Viewpost.
Right to Audit. Viewpost reserves the right for itself and relevant regulatory authorities to audit you and your systems and records for the purpose of evaluating your compliance with the provisions of this Agreement and the NACHA rules, and you agree to cooperate with Viewpost or such regulators in such audit. Viewpost may engage a third party to act on its behalf to conduct the audit.
Limitation of Liability. Absent gross negligence on its part, Viewpost shall not be liable for any overdraft fees, interest, resubmission fees, return fees, early payment benefits or discounts not honored by a customer for a reason attributable to Viewpost or the Viewpost Services, and/or penalties for late payment incurred or paid by you in connection with your use of the Viewpost Services. Viewpost shall not be liable in any event for errors or damages incurred by you or any third party due to bank errors, closed or frozen Designated Bank Accounts, or liens, attachments, or offsets on Designated Bank Accounts, nor will Viewpost be liable for any adverse credit reporting that may result from your use of the Viewpost Services or any other Viewpost service. Viewpost shall further not be liable for any damages or losses in circumstances in which we have declined to complete a Payment pursuant to Section 4.5 or in which a payment instrument has been returned unpaid for any reason. The provisions of this Section 11.3 are in addition to, and in no way restrict, the limitations on liability contained in the Viewpost Terms of Use, the Viewpost Privacy Policy, and the Viewpost End User License Agreement.
Entire Agreement; Third Party Agreements. This Agreement, as it may be updated from time to time, controls in any conflict between itself and the Viewpost Terms of Use, the Viewpost Privacy Policy, and the Viewpost End User License Agreement. Together with those documents (as applicable according to the products or services you use), this Agreement contains the entire agreement and understanding between you and Viewpost with respect to the subject matter hereof, and supersedes all prior agreements and understandings relating to such subject matter. This Agreement is in addition to any agreements or terms of use that may govern your relationship with your Designated Bank and/or the Card Processor(s). We encourage you to review those terms in connection with your use of the Viewpost Services.