BillGO Exchange Terms and Conditions

BillGO, Inc.

BILLGO EXCHANGE TERMS AND CONDITIONS

Last Updated Date: June 30, 2026

1. Scope. These BillGO Exchange Terms and Conditions (the “ Terms”) govern the access to and use of the Services offered by BillGO, Inc., BillGO MT, Inc., or our affiliates, as applicable (collectively, “ BillGO”, “ we”, “ our”, or “ us”) by you and your end users (together, “ you”, “ your”, or “ Biller”). Policies, instructions, or guidelines (“ Policies”) made accessible by BillGO to you in writing are incorporated in these Terms by reference. By enrolling in the BillGO Exchange, we will provide you with access to the BillGO Exchange portal (the “ Portal”) to enable you to better manage payments from your customers (“ Payors”), such as by converting checks into electronic payments so that you can be paid faster, as well as any related features offered by BillGO (the “ Services”). We hereby grant you the right to access and use the Services in accordance with these Terms.

2. Acceptance of Terms. By electronically accepting these Terms or using the Services after the effective date of these Terms, shown above as the “Last Updated Date” (the “ Effective Date”), you consent to and agree to comply with these Terms. If you are using the Services on behalf of a legal entity, you represent that you have the authority to bind that legal entity to these Terms and that legal entity accepts these Terms.

3. Changes to Terms. We may change these Terms at any time in our sole discretion by posting the updated Terms on the Portal, distributing via email to the email address associated with the administrator of your account in our systems (the “ Administrator Email”), or any other reasonable manner of notice. You will be deemed to have agreed to the changes to the Terms when you (i) electronically accept the revised Terms; or (ii) use the Services after the Effective Date of the updated Terms. If the updated Terms are not acceptable to you, your sole and exclusive remedy will be to stop using the Services.

4. Privacy Policy. During registration and through the Services, we collect Personal Information (as defined in BillGO’s Privacy Policy, located at https://www.billgo.com/privacy-policy which is incorporated into these Terms) from you. We will process Personal Information in accordance with these Terms and our Privacy Policy.

5. Data Transfers and Accuracy.

6. You may, via the Portal, request that we transfer certain financial account information data (e.g., bill amount data, remittance data, or payment, balance sheet, or other accounting information) (collectively “ Payment Data”) (a) to one or more of your designated agents; (b) to one or more of BillGO’s third party providers that process such data to provide certain features of the Services, including, but not limited to, automatic synchronization and reconciliation of financial data with your accounting software or other Enterprise Resource Planning (“ ERP”) solutions; or (c) directly to Payors to present bill or invoice information for the applicable transaction (collectively, a “ Data Transfer”). We will use commercially reasonable efforts to process a Data Transfer, subject to these Terms. It is your sole responsibility to ensure that all Payment Data is accurate and complete before you initiate a Data Transfer. Failure to provide accurate and complete information may result in errors in Data Transfers.

   2. Transaction Importing; ERP Integration. You may connect the Services to your accounting, enterprise resource planning (“ERP”), or other designated third-party software so that transaction, payment, and remittance information can be imported, synchronized, and reconciled automatically between the Services and that software. Your connection of such software is a Third-Party Service.
   3. Statements; Discrepancies. We may make statements, reports, or transaction records available to you through the Portal or otherwise. All such statements, reports, or transaction records are made available to you AS-IS.
   4. Third-Party Services and Integrations. The Services may allow you to connect, or to authorize us to connect on your behalf, to third-party services.

7. Fees; Payment. There is no fee to enroll in the Services and begin receiving digital payments. However, there are fees associated with processing payments through the Services depending on the payment method selected.

8. Manual Card Processing. If you choose to process card payments manually, you must affirmatively accept processed payments through the Portal.

   2. Automatic Processing. If you choose to have us process payments automatically through Auto-Settle (ACH), then unless otherwise set forth in the Portal, BillGO will charge, and you will pay, a processing fee.
   3. Modifications. We may modify fees associated with payment processing by providing you with five (5) days’ written notice in accordance with Section 3.
   4. Fee Disputes. To dispute any fees under these Terms, you must notify us in writing within five (5) business days of the payment due date and provide a description of the nature of the dispute and the disputed dollar amount.

9. Payment Reversal and Return. We may reverse or return any electronic payment that has been initiated to or by you, without liability to us, if: (i) a payment amount is incorrect; (ii) you are not entitled to the payment or are the mistaken recipient of such payment; (iii) we detect evidence of fraud in the transaction; (iv) we believe such reversal or return is required by law; or (v) such reversal or return is otherwise permitted by the relevant payment network rules.

10. Restrictions. Except where prohibited by law, you may not, nor may you permit any third party, directly or indirectly, to: (a) export the Services, which may be subject to export restrictions imposed by United States (“ US”) law. (b) engage in any activity that may violate regulations administered by the US Department of the Treasury’s Office of Foreign Assets Control (“ OFAC”).

11. Your Representations and Warranties. You represent and warrant that, currently and for the duration of this Agreement: (i) you are a legally organized entity in good standing under the laws of the state in which you were formed; (ii) you have the power and authority to execute, deliver, and perform your obligations under these Terms; (iii) you are in compliance with, and will comply with, all applicable laws and regulations.

12. Appointment of BillGO as Your Agent.

    1. By enrolling in the Services, You hereby appoint BillGO and its Service Providers to act as Your limited agents for the purpose of providing the Services.
    2. You hereby designate BillGO as your payment collection agent for the limited purpose of receiving, holding, settling, and processing payments from Payors pursuant to these Terms.

13. AI Assistant and Other AI Features. We may make available an artificial-intelligence assistant that can help you understand and use the Portal and the Services.

14. Beta Services. If you opt into BillGO’s program for certain Services that may be labelled as “Early Access”, “alpha”, “beta”, or “pre-release” (collectively the “ Beta Services”), the following additional terms apply:

    1. Feedback. You agree to provide BillGO with Feedback about your experience.
    2. Beta Services Are Provided As-Is. The Beta Services are provided on an “AS IS” and “as available” basis.

15. Security Procedures. You shall ensure that only your authorized representatives and agents are permitted to access the Portal or Services.

16. Relationships. We are not a debt collector, nor do we assume legal responsibility regarding Payors’ financial obligations.

17. Use of Electronic Records and Signatures. You agree that we may provide notices, disclosures, electronic records, and other communications through the Services.

18. Intellectual Property. Subject to these Terms, including payment of all fees, we grant you a personal, limited, non-exclusive license to access and use the Services.

19. Confidential Information. Any business, technical or other information we disclose and that is identified as confidential will be our confidential information (“ Confidential Information”).

20. Applicable Law. You shall comply with applicable law and shall not use the Services in a manner that would cause us to violate applicable law.

21. Taxes. You are solely responsible for remitting to any federal, state, or local tax authority.

22. Disclaimer. THE SERVICES ARE PROVIDED “AS IS” AND WE HEREBY DISCLAIM ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED.

23. Third-Party Disputes and Release. YOU SPECIFICALLY ACKNOWLEDGE THAT WE RELY ON PAYMENT INSTRUCTIONS FROM YOUR PAYORS OR THEIR AGENTS AND DO NOT INDEPENDENTLY VERIFY AMOUNTS DUE TO YOU.

24. Limitation on Liability. IN NO EVENT SHALL WE OR OUR PARTNERS BE LIABLE TO YOU OR ANY THIRD PARTY IN CONNECTION WITH THESE TERMS OR THE SERVICES.

25. Term; Termination. These Terms will begin on the Effective Date and will remain in effect until terminated as set forth below.

26. Suspension. We may, with or without notice, immediately suspend the Services.

27. Indemnity. You agree to indemnify, defend, and hold harmless us and any Partners from and against all claims, actions or demands, losses, damages.

28. Arbitration. The parties agree that any and all Disputes will be arbitrated by a neutral arbitrator.

29. General.

    1. Choice of Law and Forum. Subject to and without waiver of the arbitration provisions above, these Terms shall be governed by the laws of the State of Delaware.
    2. Severability. If any provision of these Terms is held by a court to be invalid or unenforceable, such provision shall be construed as nearly as possible to reflect the intentions of the invalid provision.
    3. Assignment. You may not delegate or assign these Terms without our prior written consent.
    4. Waiver. Our rights and remedies herein are cumulative and not exclusive of each other.
    5. Survival. Sections 4, 5, 6, 10, 11, 13, 17, and 19 of these Terms will survive termination.
    6. Notice. All notices from you to us in connection with these Terms must be sent to BillGO.
    7. Force Majeure. Other than with respect to your payment obligations, neither party shall be responsible for delays due to circumstances preventing performance.
    8. Entire Agreement. These Terms contain the entire understanding of the parties.