Terms of Service

These Terms of Service (the “Terms”) govern access to and use of the AR1 platform, applications, and related services (collectively, the “Platform”) provided by Bend Payments, Inc., a [______] corporation doing business as AR1 (“Bend,” “we,” “us”). By executing an Order Form that references these Terms, or by accessing or using the Platform, the entity you represent (“Customer,” “you”) agrees to these Terms. If you do not have authority to bind that entity, you may not accept these Terms or use the Platform.

The Platform is made available on a sales-assisted basis. There is no self-service registration; access is provisioned by Bend following execution of an Order Form, and sign-in is by invitation only.

PLEASE READ SECTION 5 (COMMUNICATIONS SENT ON YOUR BEHALF), SECTION 6 (COLLECTIONS REFERRAL), SECTION 14 (DISCLAIMERS), SECTION 15 (LIMITATION OF LIABILITY), AND SECTION 18 (CLASS ACTION AND JURY TRIAL WAIVER) CAREFULLY. THESE SECTIONS ALLOCATE SIGNIFICANT LEGAL RESPONSIBILITY TO YOU AND LIMIT YOUR REMEDIES.

1. DEFINITIONS

“Authorized User” means an individual employee, contractor, or agent of Customer whom Customer permits to access the Platform under Customer’s account.

“AR1” means the Platform and the brand under which Bend provides it. AR1 and AR1.AI are trade names of Bend Payments, Inc. and are not separate legal entities. References in these Terms to the obligations, rights, or conduct of “Bend” are references to Bend Payments, Inc.

“Affiliate” means, with respect to a party, any entity that controls, is controlled by, or is under common control with that party. Bend and Agency are Affiliates of one another, as described in Section 6.2.

“Collections Referral” means the optional feature described in Section 6 by which Customer may refer a Delinquent Receivable to Agency and, subject to Section 6.10, transmit information regarding that Receivable to Agency.

“Agency” means Columbia Debt Recovery, LLC d/b/a Genesis Credit Management, a Washington limited liability company licensed as a collection agency and an Affiliate of Bend as described in Section 6.2, and any successor or alternate collection agency Bend makes available through the Platform.

“Customer Data” means all data, records, and information that Customer or its Authorized Users submit to the Platform, that Bend retrieves from Customer’s Connected Account, or that Bend generates on Customer’s behalf, including Payer Data.

“Connected Account” means Customer’s QuickBooks Online company file or other third-party account that Customer authorizes Bend to access.

“Delinquent Receivable” means a Receivable that remains unpaid after its due date and after the reminder sequence Customer has configured.

“Payer” means a customer, client, tenant, patient, or other obligor of Customer who owes or is asserted to owe a Receivable.

“Payer Data” means personal or business information relating to a Payer, including name, contact information, billing address, invoice detail, and amounts owed.

“Receivable” means an account receivable owed to Customer arising from Customer’s own sale of goods or services.

“Order Form” means an ordering document executed by Customer and Bend specifying the Platform features, user counts, term, and fees applicable to Customer.

2. THE PLATFORM; WHAT BEND IS AND IS NOT

2.1 Nature of the Platform. The Platform is accounts-receivable automation software. It enables Customer to (a) synchronize a read-only mirror of records from its Connected Account; (b) create customer records and invoices in its Connected Account; (c) deliver invoices and payment reminders to Payers in Customer’s own name; (d) offer Payers hosted payment options; and (e) at Customer’s election and subject to Section 6.10, refer Delinquent Receivables to Agency and transmit information regarding them.

2.2 Customer Is the Creditor and the Sender. Customer is at all times the creditor, owner, and holder of its Receivables and the sender, initiator, and originator of every communication the Platform transmits to a Payer on Customer’s behalf. Bend provides the technical means by which Customer’s communications are composed, scheduled, and delivered. Bend does not own, purchase, take assignment of, or acquire any interest in any Receivable. Bend’s compensation consists of the subscription and platform fees stated on the Order Form and a transaction fee on payments processed through the Platform. Bend receives no commission on, contingency in, or share of any amount recovered by Agency and remitted to Customer outside the Platform.

2.3 Bend Is Not a Debt Collector or Collection Agency. Bend does not provide debt collection services, does not collect or attempt to collect Receivables in its own name, and does not solicit Receivables for collection on its own account. Bend’s role in the Collections Referral feature is limited to transmitting, at Customer’s direction and subject to Customer’s review and confirmation, the data Customer designates. Nothing in these Terms constitutes Bend as Customer’s agent for the collection of any Receivable.

2.4 Bend Does Not Provide Legal, Accounting, or Tax Advice. The Platform, its templates, its dunning schedules, and any guidance or documentation Bend provides are informational. They are not legal, accounting, tax, or compliance advice, and they are not a substitute for review by Customer’s own counsel or accountant. Customer is solely responsible for determining whether its use of the Platform complies with the laws applicable to Customer and its Receivables.

2.5 QuickBooks Remains the System of Record. Customer’s Connected Account is the sole system of record for Customer’s financial data. Bend maintains a mirror of certain records for the purpose of providing the Platform and does not modify an existing financial record in the Connected Account after it is created. Where a correction is required, the Platform effects the correction by voiding the original record and issuing a replacement.

3. ACCOUNTS, AUTHORIZED USERS, AND CONNECTED ACCOUNTS

3.1 Provisioning and Invited Access. Accounts are provisioned by Bend following execution of an Order Form. There is no self-service registration, and sign-in is by invitation only. Customer shall provide accurate account information, keep it current, and promptly notify Bend of any change in its designated administrators. Customer is responsible for maintaining the confidentiality of its credentials and for all activity occurring under its account, whether or not authorized.

3.2 Authorized Users; Multi-User Access. The Platform permits multiple Authorized Users at Customer, with differing permission levels. Customer’s administrators may create, modify, suspend, and delete Authorized User accounts and may view, export, and act upon all Customer Data available within Customer’s account, including Payer Data submitted or accessed by any Authorized User. Customer is responsible for (a) configuring permissions appropriately, (b) promptly deactivating Authorized Users who leave Customer’s employ or change roles, (c) ensuring each Authorized User complies with these Terms, and (d) providing any notice to, and obtaining any consent from, its Authorized Users that applicable law requires with respect to such administrator access. Customer’s acts and omissions include those of its Authorized Users.

3.3 Connected Account Authorization. By connecting a Connected Account, Customer authorizes Bend to access, retrieve, store, and write to that account through the applicable third-party interface for the purposes described in these Terms and in the Bend Privacy Policy. Customer represents that it holds all rights necessary to grant that authorization. Customer’s use of QuickBooks Online is governed by Customer’s own agreement with Intuit Inc. (“Intuit”), not by these Terms.

3.4 Disconnection. Customer may revoke Bend’s access to a Connected Account at any time through the Platform or through the third party’s own controls. Revocation will disable Platform features dependent on that connection and may cause scheduled communications to fail. Data handling following disconnection is described in the Bend Privacy Policy.

3.5 No Intuit Affiliation. Bend is an independent third-party developer. Bend is not affiliated with, endorsed by, or sponsored by Intuit. Intuit is not a party to these Terms, makes no warranty regarding the Platform, and has no obligation or liability to Customer in connection with the Platform.

4. PERMITTED USE AND RESTRICTIONS

4.1 License. Subject to these Terms and payment of applicable fees, Bend grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Platform during the Term for Customer’s internal business purposes.

4.2 Receivables Eligibility. Customer may use the Platform only in connection with Receivables that: (a) arose from Customer’s own sale of goods or services to the Payer; (b) are owed directly to Customer and have not been purchased, assigned, or acquired from a third party; (c) are valid, accurate, and legally enforceable in the amount stated; (d) are not subject to a pending bona fide dispute known to Customer; (e) are not barred by an applicable statute of limitations; (f) are not subject to a pending bankruptcy proceeding, an active cease-communication request, a debt-validation request, or a known representation by counsel; and (g) are not subject to any court order, forbearance, or payment plan inconsistent with the communications Customer schedules.

4.3 Prohibited Uses. Customer shall not, and shall not permit any Authorized User or third party to:

1. use the Platform to collect, or attempt to collect, any obligation owed to a person other than Customer, or to provide collection, dunning, or accounts-receivable services to any third party;
2. upload or process charged-off, purchased, or third-party-placed debt portfolios;
3. use the Platform to send any communication that threatens litigation, wage garnishment, arrest, credit reporting, referral to a collection agency, or any other action that Customer does not intend to take and is not legally entitled to take;
4. misrepresent the identity of the sender of any communication, or send any communication in the name of any person other than Customer;
5. send communications to any Payer who has withdrawn consent, opted out, or requested that communications cease, or at any time or by any channel that applicable law prohibits;
6. use the Platform in connection with any obligation subject to a regulatory regime Bend has not agreed in writing to support, including medical and healthcare receivables, student loans, mortgages, and payday or title lending;
7. access the Platform to build a competing product, benchmark it for public disclosure, reverse engineer it, or circumvent any usage limit or security control;
8. upload malicious code, or any Sensitive Data as defined in Section 4.4; or
9. use the Platform in violation of any applicable law or of Intuit’s or Stripe’s applicable terms.

4.4 Sensitive Data. Customer shall not submit to the Platform any Social Security number, taxpayer identification number, driver’s license number, financial account number, payment card number, biometric identifier, precise geolocation, government identification number, protected health information subject to HIPAA, information regarding a minor under 16, or any special category of personal data under applicable law. The Platform is not designed or certified for such data. This Section does not restrict payment credentials entered by a Payer directly into the hosted payment interfaces described in Section 7.4, which are not transmitted to or accessible by Bend. Bend has no liability arising from Customer’s submission of such data in breach of this Section.

4.5 Consumer Receivables. If any Receivable is a consumer obligation — that is, an obligation of a natural person arising from a transaction primarily for personal, family, or household purposes — Customer acknowledges that additional federal and state requirements may apply to Customer, including the Fair Debt Collection Practices Act as applied to Customer’s agents, 12 C.F.R. Part 1006, state debt collection and collection agency statutes, and state licensing regimes. Customer represents that it has determined, with the advice of its own counsel, that its configuration and use of the Platform complies with those requirements. Bend may require Customer to certify the nature of its Receivables and may suspend or restrict features for Customer accounts processing consumer obligations.

4.6 Enforcement. Bend may investigate suspected breaches of this Section and may suspend Customer’s access, disable specific features, or terminate these Terms in accordance with Section 13 if Bend reasonably determines a breach has occurred or that continued use presents legal or reputational risk to Bend or to Payers.

5. COMMUNICATIONS SENT ON CUSTOMER’S BEHALF

5.1 Customer Is the Sender. Every invoice, statement, reminder, notice, and other message the Platform transmits to a Payer is sent in Customer’s name, under Customer’s branding, from an address or number attributed to Customer, and at Customer’s direction pursuant to the templates, sequences, and schedules Customer selects or approves. Customer is the sender and initiator of each such communication for all purposes, including the Telephone Consumer Protection Act (“TCPA”), the CAN-SPAM Act, and analogous state statutes.

5.2 Bend Acts as a Conduit and Service Provider. In transmitting communications and in processing Payer Data, Bend acts solely as Customer’s service provider and processor. Bend does not determine the purposes for which Payer Data is processed and processes Payer Data only on Customer’s documented instructions, as described in these Terms, the Bend Privacy Policy, and any applicable data processing addendum. Accordingly, Bend shall not be deemed the sender, initiator, originator, or controller of such communications, except to the extent Bend independently violates applicable law through its own acts or omissions.

5.3 Consents Are Customer’s Responsibility. Customer is solely responsible for obtaining, documenting, maintaining, and honoring all consents, authorizations, opt-ins, and disclosures required for communications to Payers by email, SMS, telephone, or any other channel, including under the TCPA, the CAN-SPAM Act, state telemarketing and messaging statutes, and applicable privacy law. Customer represents and warrants that all Payer Data it provides or causes Bend to retrieve was lawfully obtained and that Customer holds all consents necessary for Bend to transmit communications on Customer’s behalf.

5.4 Opt-Outs and Suppression. The Platform provides mechanisms by which a Payer may opt out of further communications and by which Customer may suppress a Payer or a Receivable. Customer shall monitor and honor all opt-out and suppression requests, including requests a Payer directs to Customer outside the Platform. Bend may, but is not obligated to, apply platform-level suppression upon receipt of an opt-out, complaint, or regulatory inquiry.

5.5 Reminder Cessation. The Platform is configured to cease reminder sequences automatically upon recorded payment in full of the applicable Receivable. Customer remains responsible for recording payments it receives outside the Platform and for suspending sequences where a Receivable is disputed, settled, subject to a payment arrangement, or otherwise should not be pursued. Customer acknowledges that Bend cannot detect a payment, dispute, or settlement of which it has no record.

5.6 Message Content. Customer is responsible for the content of all communications, including any text Customer authors or modifies. Bend may reject, modify, or discontinue any template or message content that Bend reasonably believes creates legal risk.

5.7 Authorization to Send. Customer’s Order Form contains Customer’s written authorization for Bend to compose, schedule, and transmit communications to Payers in Customer’s name, using Customer’s branding and sender identity, in accordance with the configuration Customer approves. Bend will not transmit any communication on Customer’s behalf before that authorization is in effect and Customer’s account has been provisioned. Customer may revoke or modify the authorization at any time by written notice, effective as to communications not yet transmitted. This authorization is an authorization to transmit Customer’s own communications; it does not appoint Bend as Customer’s agent for the collection of any Receivable.

6. COLLECTIONS REFERRAL (OPTIONAL FEATURE)

6.1 Referral Is a Feature of the Platform; Optional and Customer-Initiated. Referral is a function of AR1. At Customer’s direction, the Platform assembles the account record from data Customer has already authorized Bend to process, presents that record to Customer for review and confirmation, transmits the fields Customer confirms, records the resulting change in the status of the Receivable within the Platform, suspends further Platform communications to the Payer, and reflects the change in Customer’s receivables reporting. Each of those operations is performed by the Platform, for Customer, as part of Customer’s own use of the Platform. The collection engagement that the referral facilitates is a separate matter between Customer and Agency, governed by the Placement Agreement, to which Bend is not a party. No data retrieved from a Connected Account is used, retained, or transmitted for any purpose other than performing the functions of the Platform at Customer’s direction.

The feature is optional. It is not enabled by default, and no Receivable is referred unless Customer affirmatively elects to refer it. Customer may use the Platform indefinitely without using this feature.

6.2 Agency; Common Ownership Disclosed. Agency is a licensed third-party collection agency and a separate legal entity from Bend. Bend and Agency are under common ownership. Rowland Avenue Management, Inc., a Delaware corporation, is the parent of both Bend Payments, Inc. and Columbia Debt Recovery, LLC d/b/a Genesis Credit Management. Bend and Agency are therefore Affiliates of one another. Bend discloses this affiliation in these Terms, in the Privacy Policy, and on the referral confirmation screen presented to Customer before any transmission occurs.

Notwithstanding that common ownership: (a) Agency has no access to the Platform, to Customer’s account, or to any Customer Data except as expressly described in Sections 6.3 and 6.4; (b) Bend conducts no collection activity, takes no assignment of any Receivable, and does not communicate with Payers regarding a referred Receivable; (c) Agency’s collection activity is conducted in Agency’s own name as a third-party debt collector; and (d) Agency’s engagement is governed by a separate agreement between Customer and Agency (the “Placement Agreement”). Bend is not a party to the Placement Agreement, does not control Agency’s collection conduct, does not participate in the selection of accounts for referral, and makes no representation regarding Agency’s performance.

6.3 Customer Review and Confirmation. Before any transmission occurs, the Platform will display to Customer the exact data fields to be transmitted. Transmission occurs only upon Customer’s affirmative confirmation. By confirming, Customer:

1. instructs Bend, as Customer’s service provider, to transmit the displayed data to Agency;
2. represents that the Receivable satisfies each eligibility condition in Section 4.2 as of the date of confirmation;
3. represents that it has entered into the Placement Agreement with Agency and holds all rights and consents necessary to disclose the Payer Data to Agency for that purpose; and
4. acknowledges that the referral is a disclosure by Customer, as the business and controller of the Payer Data, to Agency as Customer’s own service provider for the business purpose of collecting Customer’s Receivable.

6.4 One-Way Transmission; No Agency Access. The transmission is one-directional. Agency has no ongoing, automated, standing, or programmatic access to the Platform, to Customer’s account, or to any Customer Data. Agency receives only the fields Customer confirms, at the time Customer confirms them.

6.5 Bend Ceases Communication. Upon referral of a Receivable, Bend will cease transmitting any further communication to the applicable Payer regarding that Receivable. Customer shall likewise cease direct communication with the Payer regarding that Receivable except as the Placement Agreement permits, and shall direct all Payer contact regarding that Receivable to Agency.

6.6 Referral Compensation. Bend’s platform fee of 1.00% continues to apply to payments on a referred Receivable that are processed through the Platform. That fee is consideration for payment processing performed by the Platform and is not a commission on, or a share of, amounts Agency recovers. No fee is payable to Bend on amounts Agency collects and remits to Customer outside the Platform. Bend does not select accounts for referral, and the decision to refer any Receivable rests solely with Customer.

6.7 Customer’s Obligations to Agency. Customer remains responsible to Agency under the Placement Agreement, including for reporting direct payments, settlements, and disputes; for withdrawing accounts that should not be pursued; and for the accuracy and enforceability of every referred Receivable. Bend has no obligation to monitor, verify, or report on Agency’s activity.

6.8 No Liability for Agency Conduct. As between Bend and Customer, Bend has no responsibility or liability for Agency’s acts or omissions, including any alleged violation of the Fair Debt Collection Practices Act, 12 C.F.R. Part 1006, the Fair Credit Reporting Act, or any state collection statute. Claims regarding Agency’s conduct lie against Agency.

6.9 No Credit Reporting by Bend. Bend does not furnish, and will not furnish, information about any Payer to any consumer reporting agency. Customer Data is not a consumer report, and Bend does not use or provide Customer Data for any purpose described in the Fair Credit Reporting Act. Any furnishing of information regarding a referred Receivable is Agency’s own act, performed in Agency’s own name under the Placement Agreement, and is not performed by, for, or on behalf of Bend. Neither Customer nor any Authorized User may represent that use of the Platform will result in reporting to any consumer reporting agency.

6.10 Feature Availability at Launch. At launch, the Collections Referral feature records a change in the status of a Delinquent Receivable within the Platform and suspends further Platform communications to the Payer. It does not transmit any data to Agency. Sections 6.3 through 6.5 take effect only upon Bend’s written notice to Customer that outbound transmission has been enabled for Customer’s account, at which time the Privacy Policy then in effect will govern that transmission.

7. PAYMENT FACILITATION

7.1 Two Payment Paths. The Platform may present a Payer with (a) a payment page hosted by Intuit through QuickBooks Payments, or (b) a payment page processed by Stripe, Inc. (“Stripe”) through Stripe Connect. The available paths depend on Customer’s configuration and eligibility.

7.2 Bend Never Holds Funds. Bend does not receive, hold, transmit, take custody or control of, or exercise any authority over Payer or Customer funds on either path. On the QuickBooks path, funds flow between the Payer, Intuit, and Customer. On the Stripe path, the Platform uses Stripe Connect direct charges created on Customer’s connected Stripe account, and Stripe processes the transaction and settles funds directly to that account. At no time do funds pass through, or rest in, any account or balance controlled by Bend. Bend’s function is limited to presenting the payment option and recording the resulting payment in Customer’s Connected Account. Bend is not a money transmitter, payment processor, escrow agent, or payment facilitator with respect to these transactions.

7.3 Customer’s Direct Relationships with Processors. Customer contracts directly with Intuit and with Stripe for payment processing. Customer’s use of QuickBooks Payments is governed by Customer’s agreement with Intuit. Customer’s use of Stripe Connect is governed by the Stripe Services Agreement and Stripe Connected Account Agreement, which Customer must accept and comply with. Customer is solely responsible for processing fees, chargebacks, refunds, reversals, disputes, reserves, underwriting requirements, and any processor-imposed obligations.

7.4 Card Data. Payment card and bank account credentials are entered on payment pages hosted by Intuit or by Stripe (Stripe-hosted Checkout) and are not transmitted to, stored by, processed by, or accessible to Bend. Bend does not embed, host, or otherwise render card data entry fields within the Platform. Bend receives only transaction metadata (such as amount, status, timestamp, and truncated instrument identifiers) necessary to record the payment.

7.5 Fees Charged to Payers; Surcharging. Bend’s platform fee is charged to Customer and, where the Order Form so provides, deducted from settlement. It is not presented or charged to Payers, and this Section 7.5 does not apply unless Customer elects on the Order Form to present Bend’s platform fee to Payers, in which case the following applies.

If Customer configures the Platform to pass any processing fee, convenience fee, differential price, or surcharge to a Payer:

1. Bend’s platform fee is a software fee and is not a cost of card acceptance. It may not be presented to a Payer as a credit card surcharge. Card network rules cap a credit card surcharge at the merchant’s actual cost of acceptance, and Bend’s fee does not count toward that cost.
2. Surcharging debit card and prepaid card transactions is prohibited under card network rules, regardless of amount.
3. Where Customer wishes to differentiate pricing by payment method, the compliant structure is a discount for ACH or other non-card payment rather than a surcharge on card payment, and Customer shall present and disclose it accordingly.
4. Customer is solely responsible for compliance with applicable card network rules, state surcharge and convenience-fee statutes, notice and registration requirements, and for the enforceability of any such charge under Customer’s contract with the Payer.
5. Bend may disable any configuration that Bend reasonably believes does not comply with this Section.

7.6 Reconciliation. Customer is responsible for reviewing and reconciling payment records in its Connected Account. Bend does not guarantee that every payment recorded through the Platform will post without error, and Customer shall promptly notify Bend of any discrepancy.

8. FEES; TAXES; AUTO-RENEWAL

8.1 Fees. Customer shall pay the fees set forth in the applicable Order Form. Bend’s standard platform fee is 1.00% of each successful payment processed through the Platform. That fee is in addition to the fees charged by Customer’s payment processor, which Customer pays directly to that processor and which Bend does not receive. Fees are negotiable and are as stated on the Order Form. Unless the Order Form provides otherwise, recurring subscription fees are billed in advance and are non-refundable, and transaction fees are assessed as payments are processed.

8.2 Payment. Customer authorizes Bend or its payment processor to charge Customer’s designated payment method for all amounts due, including on each renewal. Amounts not paid when due may accrue interest at the lesser of 1.5% per month or the maximum lawful rate, and Bend may suspend access after fifteen (15) days’ notice of nonpayment.

8.3 Taxes. Fees exclude sales, use, VAT, and similar taxes, which are Customer’s responsibility other than taxes on Bend’s net income.

8.4 Fee Changes. Bend may change fees effective as of the start of any renewal term upon at least sixty (60) days’ prior notice. Customer’s continued use after the effective date constitutes acceptance; Customer’s remedy is to elect non-renewal under Section 13.1.

8.5 Automatic Renewal. Unless the Order Form provides otherwise, subscriptions renew automatically for successive one (1) year periods unless either party gives notice of non-renewal at least thirty (30) days before the end of the then-current period. Customer may elect non-renewal by written notice to [billing@ar1.com]. Bend will provide renewal and cancellation notices as required by applicable automatic-renewal law.

9. CUSTOMER DATA

9.1 Ownership. Customer retains all right, title, and interest in Customer Data. These Terms grant Bend no rights in Customer Data except the limited license in Section 9.2.

9.2 License to Bend. Customer grants Bend a non-exclusive, worldwide license to host, copy, transmit, display, and process Customer Data solely as necessary to (a) provide, maintain, secure, and support the Platform; (b) prevent fraud and abuse; (c) comply with law; and (d) perform the Collections Referral at Customer’s direction.

9.3 Aggregated and De-Identified Data. Bend may create and use aggregated, de-identified data derived from Customer Data to operate, improve, and benchmark the Platform, provided such data (a) does not identify Customer, any Authorized User, or any Payer; (b) is not re-identifiable and Bend will not attempt to re-identify it; and (c) is not disclosed in a form attributable to Customer. Bend does not sell Customer Data, does not use Customer Data for advertising or for marketing to Payers, and does not disclose Customer Data to other Bend customers.

9.4 Machine Learning and Artificial Intelligence. The Platform includes no generative artificial intelligence functionality. Bend does not use Customer Data to train, fine-tune, or improve any generative model, and does not submit Customer Data to any third-party generative artificial intelligence service. Bend will not introduce any feature that processes Customer Data using generative artificial intelligence without first amending these Terms, updating the Privacy Policy, and making any notification or resubmission required by the platform partners through which the Platform is distributed.

9.5 Accuracy. Customer is responsible for the accuracy, quality, legality, and completeness of Customer Data and for its right to provide Customer Data to Bend.

9.6 Data Processing Addendum. Bend’s processing of personal information on Customer’s behalf is governed by the Data Processing Addendum executed as an exhibit to the Order Form (the “DPA”). The DPA is in effect before Customer authorizes any Connected Account, and no Customer Data is retrieved before it is in effect. In the event of a conflict between the DPA and these Terms regarding such processing, the DPA controls.

10. BEND SECURITY OBLIGATIONS

Bend maintains commercially reasonable administrative, technical, and physical safeguards designed to protect Customer Data against accidental loss, unauthorized access, disclosure, alteration, and destruction. These include industry-standard encryption of Customer Data in transit and at rest; access controls implemented on a least-privilege basis; network security employing a defense-in-depth approach; logging and monitoring; secure data destruction procedures; contractual security obligations imposed on subprocessors with access to Customer Data; confidentiality agreements with Bend personnel; and security training for personnel with access to Customer Data. Bend will notify Customer without undue delay following Bend’s determination that a security incident has resulted in the unauthorized acquisition of Customer Data, and will cooperate reasonably in Customer’s investigation and in any notification Customer is required to make. Where the DPA imposes additional or more specific security or incident-notification obligations, those obligations control.

11. CONFIDENTIALITY

11.1 Definition. “Confidential Information” means non-public information disclosed by a party (“Discloser”) to the other (“Recipient”) that is designated confidential or would reasonably be understood to be confidential, including Customer Data, Payer Data, the Platform’s non-public features and performance, pricing, and the terms of any Order Form.

11.2 Obligations. Recipient shall use at least the same degree of care it uses to protect its own confidential information, and in no event less than reasonable care; shall not use Confidential Information except to perform under these Terms; and shall not disclose it except to its employees, affiliates, advisors, counsel, and prospective acquirers or investors who are bound by comparable confidentiality obligations.

11.3 Exclusions and Compelled Disclosure. Confidentiality obligations do not apply to information that is or becomes public without breach, was known to Recipient without obligation, or is independently developed. Recipient may disclose Confidential Information as required by law, provided it gives reasonable advance notice where legally permitted.

11.4 Return or Destruction. Upon Discloser’s request, Recipient shall return or destroy Confidential Information in its possession, except copies retained in routine backups or as required by law or bona fide compliance obligations, and shall certify compliance in writing upon request.

12. INTELLECTUAL PROPERTY

12.1 Bend IP. Bend and its licensors retain all right, title, and interest in the Platform, including all software, templates, workflows, documentation, and all improvements and derivative works, and all intellectual property rights therein. No rights are granted except as expressly set forth in Section 4.1.

12.2 Customer Marks. Customer grants Bend a limited license to use Customer’s name, logo, and marks solely to brand communications sent on Customer’s behalf and to display them within Customer’s account. Bend may identify Customer as a customer in Bend’s marketing materials unless Customer notifies Bend otherwise at [____].

12.3 Feedback. Customer grants Bend a perpetual, irrevocable, royalty-free license to use suggestions and feedback Customer provides regarding the Platform, without attribution or compensation.

12.4 Third-Party Marks. QuickBooks and Intuit are trademarks of Intuit Inc.; Stripe is a trademark of Stripe, Inc. Their use does not imply endorsement.

13. TERM; SUSPENSION; TERMINATION

13.1 Term. These Terms commence on Customer’s acceptance and continue for the term specified in the Order Form, renewing as provided in Section 8.5, until terminated.

13.2 Termination for Convenience. Either party may terminate effective at the end of the then-current subscription period by notice given at least thirty (30) days before that period ends. Customer may terminate immediately by written notice if it ceases all use of the Platform; fees already paid are non-refundable.

13.3 Termination for Cause. Either party may terminate immediately upon written notice if the other materially breaches these Terms and fails to cure within thirty (30) days of notice, or upon the other party’s insolvency, assignment for the benefit of creditors, or bankruptcy filing.

13.4 Suspension. Bend may suspend Customer’s access, in whole or in part, immediately and without prior notice, if Bend reasonably determines that (a) continued access poses a material security, legal, or regulatory risk; (b) Customer is using the Platform in breach of Section 4; (c) Customer’s account is being used unlawfully or to send communications that violate applicable law; or (d) Customer’s fees are past due after notice. Bend will notify Customer promptly and will restore access upon cure where practicable.

13.5 Effect of Termination. Upon termination: (a) all licenses terminate and Customer shall cease using the Platform; (b) all accrued fees become immediately due; (c) scheduled communications cease; (d) Customer may export Customer Data for thirty (30) days following termination, after which Bend will delete or de-identify it within sixty (60) days in accordance with the Privacy Policy, subject to the retention exceptions stated there; and (e) termination does not affect Agency’s rights or Customer’s obligations under any Placement Agreement with respect to Receivables referred before termination.

13.6 Survival. Sections 1, 2.2–2.4, 4.3, 5.3, 5.7, 6.7, 6.8, 6.9, 9.1, 9.3, 11, 12, 14, 15, 16, 17, 18, and 19 survive termination.

14. DISCLAIMERS

THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” EXCEPT AS EXPRESSLY STATED IN THESE TERMS, BEND DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, AND STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

Bend does not warrant that the Platform will be uninterrupted or error-free, that every communication will be delivered, that any Receivable will be paid, or that use of the Platform will result in any particular collection rate, days-sales-outstanding improvement, or other outcome. Bend does not warrant the availability, accuracy, or performance of any third-party service, including QuickBooks Online, QuickBooks Payments, Stripe, or any email or SMS carrier, and is not responsible for any change to, deprecation of, or interruption in any third-party interface. Bend makes no warranty that Customer’s configuration or use of the Platform complies with any law applicable to Customer, including debt collection, consumer protection, communications, privacy, or licensing law.

15. LIMITATION OF LIABILITY

15.1 Exclusion of Indirect Damages. NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST GOODWILL, OR LOSS OR CORRUPTION OF DATA, REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

15.2 Cap. EACH PARTY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER TO BEND IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

15.3 Exclusions from the Cap. The limitations in Sections 15.1 and 15.2 do not apply to (a) Customer’s payment obligations; (b) Customer’s indemnification obligations under Section 16.1; (c) either party’s fraud or willful misconduct; or (d) liability that cannot be limited under applicable law.

15.4 Allocation of Risk. The parties acknowledge that the fees reflect this allocation of risk and that these limitations are an essential basis of the bargain.

16. INDEMNIFICATION

16.1 By Customer. Customer shall defend, indemnify, and hold harmless Bend and its officers, directors, employees, and agents from and against all claims, demands, actions, proceedings, losses, damages, penalties, fines, costs, and reasonable attorneys’ fees arising out of or relating to:

1. any communication sent to a Payer on Customer’s behalf, including any claim under the TCPA, the CAN-SPAM Act, or any state messaging, telemarketing, or consumer protection statute;
2. the accuracy, validity, enforceability, ownership, or amount of any Receivable, or any claim that a Receivable was invalid, disputed, discharged, time-barred, or not owed;
3. Customer’s failure to obtain, document, or honor any required consent, authorization, or opt-out;
4. Customer’s breach of Section 4 (Permitted Use and Restrictions), including submission of Sensitive Data;
5. any Collections Referral, including Customer’s authority to disclose Payer Data to Agency and Customer’s obligations under the Placement Agreement;
6. Customer’s or any Authorized User’s violation of applicable law or of Intuit’s or Stripe’s terms; and
7. any claim by an Authorized User or Payer relating to Customer’s administration of its account or its handling of Payer Data.

16.2 By Bend. Bend shall defend, indemnify, and hold harmless Customer from third-party claims alleging that the Platform, as provided by Bend and used in accordance with these Terms, infringes or misappropriates a United States patent, copyright, trademark, or trade secret. Bend’s obligation does not apply to claims arising from Customer Data, Customer’s marks or content, Customer’s combination of the Platform with other products, or Customer’s use in breach of these Terms. Bend may, at its option, modify the Platform, procure the right to continue use, or terminate the affected functionality and refund prepaid unused fees.

16.3 Shared and Co-Branded Operations. Where communications to Payers are conducted under Customer’s branding or identity, or where services are delivered in a co-branded or white-labeled manner, each party remains solely responsible for its own acts, omissions, and legal compliance. Where a claim arises from such shared operations and is not otherwise allocated by Sections 16.1 and 16.2, the parties shall allocate liability proportionally to fault, as determined by agreement or by a tribunal of competent jurisdiction. Neither party is liable for the conduct of the other over which it had no control or involvement.

16.4 Procedure. The indemnified party shall promptly notify the indemnifying party of any claim, tender sole control of the defense and settlement (provided no settlement imposing a non-monetary obligation on the indemnified party is made without its consent), and cooperate reasonably at the indemnifying party’s expense.

17. GOVERNING LAW

These Terms are governed by the laws of the State of Arizona, without regard to its conflict-of-laws rules. Subject to Section 18, the parties consent to exclusive personal jurisdiction and venue in the state and federal courts located in Maricopa County, Arizona.

18. DISPUTE RESOLUTION; LITIGATION; CLASS ACTION WAIVER

18.1 Informal Resolution. Before initiating litigation, the parties shall attempt in good faith to resolve any dispute through negotiation for thirty (30) days following written notice describing the dispute and the relief sought.

18.2 Litigation. Any dispute not resolved under Section 18.1 shall be resolved by litigation, filed in Maricopa County, Arizona.

18.3 Class Action and Jury Trial Waiver. ALL DISPUTES SHALL BE LITIGATED ON AN INDIVIDUAL BASIS ONLY. NEITHER PARTY MAY BRING OR PARTICIPATE IN ANY CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE ACTION. EACH PARTY WAIVES ANY RIGHT TO TRIAL BY JURY. If the class waiver in this Section is held unenforceable as to any claim, that claim shall proceed in court under Section 17 without regard to the waiver, and the waiver shall remain in effect as to all other claims.

18.4 Exceptions. Either party may (a) bring an individual claim in small claims court, and (b) seek injunctive or other equitable relief in court to protect its intellectual property or Confidential Information, without first complying with Sections 18.1–18.2.

18.5 Time Limit. Any claim must be brought within one (1) year after it accrues, or it is permanently barred, except where applicable law prohibits such a limitation.

19. GENERAL

19.1 Modifications. Bend may modify these Terms. Bend will post the revised Terms with an updated “Last Updated” date and, for material changes, provide at least thirty (30) days’ advance notice by email or in-Platform notice. Material changes take effect at the start of Customer’s next renewal period or on the stated effective date, whichever is later. Continued use after the effective date constitutes acceptance. If Customer objects to a material change, Customer’s remedy is to terminate under Section 13.2 before the change takes effect.

19.2 Order of Precedence. In the event of conflict: (a) an executed Order Form; (b) the Data Processing Addendum, as to processing of personal information; (c) these Terms.

19.3 Notices. Notices to Bend shall be sent to [legal@ar1.com] and to [address]. Notices to Customer may be sent to the email address on Customer’s account or posted in the Platform. Notice is effective upon receipt or, for email, upon transmission absent bounce.

19.4 Assignment. Customer may not assign these Terms without Bend’s prior written consent, except to a successor in a merger or sale of substantially all assets that is not a competitor of Bend and that assumes these Terms in writing. Bend may assign these Terms in connection with a merger, acquisition, reorganization, or sale of assets.

19.5 Independent Contractors. The parties are independent contractors. These Terms create no partnership, joint venture, employment, franchise, or fiduciary relationship, and neither party may bind the other. Bend transmits communications in Customer’s name solely as Customer’s service provider and at Customer’s direction, pursuant to the authorization described in Section 5.7. Bend is not Customer’s agent for the collection of any Receivable, does not hold itself out as authorized to demand, negotiate, settle, compromise, or enforce any Receivable, and has no authority to bind Customer with respect to any Payer.

19.6 Force Majeure. Neither party is liable for delay or failure to perform (other than payment obligations) caused by events beyond its reasonable control, including acts of God, labor disputes, utility or internet failures, cyberattacks, government action, and third-party service outages.

19.7 No Third-Party Beneficiaries. These Terms confer no rights on any third party, including any Payer, Agency, Intuit, or Stripe.

19.8 Severability; Waiver. If any provision is held unenforceable, it shall be limited to the minimum extent necessary and the remainder shall remain in effect. No waiver is effective unless in writing, and no failure to enforce operates as a waiver.

19.9 Export and Sanctions. Customer represents that neither it nor any of its principals is listed on any U.S. government restricted-party list or is located in or organized under the laws of an embargoed or comprehensively sanctioned jurisdiction, and Customer shall not make the Platform available in violation of applicable export control or sanctions law.

19.10 Entire Agreement. These Terms, together with any Order Form, the Privacy Policy, and any applicable Data Processing Addendum, constitute the entire agreement regarding the Platform and supersede all prior or contemporaneous agreements and understandings on that subject. Neither party has relied on any representation not expressly stated herein.

Bend Payments, Inc. d/b/a AR1
[Address]
[legal@ar1.com]