Merchant Service Agreement

BillWare – a trade name of Apoorva Corporation
Effective Date: Upon Merchant’s electronic acceptance during onboarding
Last Updated: October 22, 2026
Colorado Secretary of State Document #: 20261811363

IMPORTANT – PLEASE READ CAREFULLY. This Merchant Service Agreement (“Agreement”) is a legally binding contract between you (“Merchant”) and Apoorva Corporation, operating under the trade name BillWare (“BillWare,” “we,” “us,” or “our”). By clicking “I Agree,” completing the BillWare onboarding process, or using the BillWare platform to send invoices or collect payments, you agree to be bound by all terms of this Agreement. If you do not agree, do not use the platform.

BillWare is available to United States businesses only. If you are a foreign entity – a business incorporated, organized, or principally operating outside the United States – you are not eligible to use BillWare as a Merchant. If you have signed up for a trial account, you must immediately stop using the platform and log out. See Section 3.1 for full details.

BillWare is a trade name (DBA) of Apoorva Corporation, a Colorado corporation located at 11811 Upham Street, Unit B, Broomfield, Colorado 80020. BillWare provides a cloud-based invoicing and payment platform that enables Merchants to send professional invoices and collect payments from their customers via credit card and ACH bank transfer.

Merchant means the business entity or individual who completes the BillWare merchant onboarding process and uses the platform under this Agreement.

This Agreement governs the commercial relationship between BillWare and Merchant. It is separate from, and in addition to, BillWare’s Terms of Use (which governs website access) and Privacy Policy (which governs data handling).

No Agency; Independent Contractor. Nothing in this Agreement creates any agency, partnership, joint venture, employment, or fiduciary relationship between BillWare and Merchant. Merchant is an independent business using BillWare’s platform. BillWare is not Merchant’s agent, and neither party has authority to bind the other to any obligation. BillWare is not a party to any commercial transaction between Merchant and Merchant’s Customers.

• “Platform” means the BillWare web application, merchant portal, customer payment portal, and all associated services available at BillWare.com and its subdomains.
• “Payment Gateway Partner” means MerkPay (MerchantFocus), Fortis, or any other third-party payment processor designated by BillWare to process payment transactions.
• “Transaction” means any payment made by a Customer through the BillWare platform in response to a Merchant invoice.
• “Customer” or “Payer” means a person or entity who receives and pays an invoice through the BillWare customer portal.
• “Settlement” means the transfer of collected funds to the Merchant’s designated bank account, net of applicable fees.
• “Chargeback” means a reversal of a Transaction initiated by a Customer’s card issuer or bank.
• “Zero Cost Card” means the processing plan under which the convenience fee is passed to the Customer payer, resulting in 0% processing cost to the Merchant.
• “Standard Card” means the processing plan under which the Merchant pays a percentage-based fee plus a per-transaction fee on each card transaction.
• “Bank Transfer / ACH” means the processing plan under which ACH bank transfers are collected at a percentage-based fee per transaction, subject to a published minimum and maximum. Available on Growth and Pro subscription plans only, for US-based payers only.
• “Subscription Plan” means the BillWare platform tier selected by the Merchant (Free, Growth, or Pro).
• “Security Incident” means any confirmed or reasonably suspected unauthorized access to, or disclosure of, personal data or payment data processed through the Platform.

3.1 United States Merchants Only

BillWare is available exclusively to Merchants that are United States business entities or individuals. Foreign entities – including businesses incorporated, organized, or principally operating outside of the United States – are not eligible to use the BillWare platform as Merchants and are expressly prohibited from doing so.

If you are a foreign entity and have accessed BillWare.com or signed up for a trial account, you must immediately cease all use of the platform, including logging into any merchant account, sending invoices, or processing payments. BillWare reserves the right to immediately terminate any account held by a foreign entity without notice and without refund of any fees paid.

Note: BillWare Merchants may send invoices to international Customers (payers located outside the United States). This restriction applies only to the Merchant – the business using BillWare to send invoices – not to the Customers who receive and pay those invoices.

3.2 Eligibility Requirements

To use the BillWare platform as a Merchant, you must:

• Be at least 18 years of age;
• Be a legally organized business entity or individual operating a lawful business in the United States;
• Have a principal place of business in the United States;
• Have the legal authority to enter into binding contracts on behalf of your business;
• Maintain a valid U.S. bank account for settlement of funds; and
• Not be listed on the OFAC Specially Designated Nationals (SDN) list or any other applicable sanctions list.

3.3 Account Information

You agree to provide accurate, current, and complete information during registration and to promptly update such information when it changes. You must notify BillWare within 15 days of any material change to your business, including change of ownership, business name, legal structure, or bank account. You are responsible for all activity that occurs under your BillWare account. You agree to maintain the confidentiality of your account credentials and to notify BillWare immediately at support@apoorva.com of any unauthorized access to your account.

4.1 Identity Verification

BillWare is required by federal law to verify the identity of all Merchants before enabling payment processing. As part of onboarding, you must complete the Know Your Customer (KYC) process, which includes:

• Providing your legal business name, business type, and Tax Identification Number (EIN or SSN for sole proprietors);
• Submitting personal identification information for each beneficial owner holding 25% or more ownership interest in the business, as required under FinCEN’s Customer Due Diligence Rule;
• Providing date of birth and government-issued identification documents;
• Connecting a valid U.S. bank account for fund settlement; and
• Completing any additional verification steps required by BillWare’s Payment Gateway Partners.

4.2 Verification Status

BillWare will notify you of your verification status. Payment processing is not enabled until verification is complete. BillWare reserves the right to request additional documentation at any time and to suspend or terminate accounts where verification cannot be completed or where information is found to be inaccurate.

4.3 Same-Day Approval

BillWare offers same-day merchant approval for most applicants who submit complete and accurate information. Same-day approval is not guaranteed and is subject to review by BillWare and its Payment Gateway Partners. Complex applications, high-risk business types, or incomplete submissions may require additional review time.

4.4 Audit Rights

BillWare and its Payment Gateway Partners reserve the right to audit Merchant’s records and business practices as reasonably necessary to verify compliance with this Agreement. Merchant agrees to cooperate with any such audit and to provide requested documentation within a commercially reasonable timeframe. Refusal to cooperate with an audit, or audit findings indicating material non-compliance, may result in account suspension or termination.

5.1 Plan Selection

BillWare offers multiple Subscription Plans (currently Free, Growth, and Pro) with different platform fees, invoice limits, processing volume ranges, and feature sets. Merchant selects a plan during onboarding. The current plans, pricing, and feature details are published at billware.com/plans, which is the authoritative and up-to-date source for all plan information. The plan details shown on that page at the time of Merchant’s onboarding are incorporated into this Agreement by reference.

Key plan rules that govern this Agreement regardless of specific pricing:

• Free plan: Subject to a monthly invoice limit and processing volume cap as published. ACH Bank Transfer is not available on the Free plan.
• Growth and Pro plans: Unlimited invoices. ACH Bank Transfer is available for US-based payers only.
• All plans include KYC merchant verification and dedicated onboarding assistance.

5.2 Platform Fee Billing and Auto-Renewal

Paid Subscription Plans (Growth and Pro) are billed monthly and automatically renew at the end of each billing cycle unless Merchant cancels before the renewal date through the merchant portal. The monthly platform fee is billed in advance on the first day of each billing cycle to the payment method on file.

Platform fees are non-refundable except as required by applicable law. BillWare reserves the right to modify platform fees with at least 30 days’ written notice to Merchant. Current fees are always reflected at billware.com/plans.

5.3 Failed Payment and Account Suspension

If BillWare is unable to collect a monthly platform fee from Merchant’s payment method on file, BillWare will notify Merchant and retry collection. If the fee remains unpaid after 7 calendar days, BillWare may suspend Merchant’s access to paid features (including ACH processing) until the outstanding balance is resolved. If the fee remains unpaid for 30 calendar days, BillWare may downgrade the account to the Free plan or terminate the account at its discretion. Merchant remains liable for all fees accrued prior to suspension or termination. Overdue balances accrue interest at 1.5% per month (18% per year), or the maximum rate permitted by applicable law if lower, from the date payment was due.

5.4 Plan Changes

Merchant may upgrade or downgrade their Subscription Plan at any time through the merchant portal. Upgrades take effect immediately. Downgrades take effect at the start of the next billing cycle. Downgrading to a plan with reduced features may affect active invoices, recurring billing schedules, and payment method availability.

6.1 Processing Plan Selection

BillWare offers three payment processing plans – Zero Cost Card, Standard Card, and Bank Transfer (ACH). Merchant selects a processing plan during onboarding. This plan applies at the account level to all invoices unless overridden at the invoice level as described in Section 6.5.

Current processing rates, per-transaction fees, and any applicable monthly gateway fees for each plan are published at billware.com/plans, which is the authoritative source for all current fee information. The fees shown on that page at the time of Merchant’s onboarding are incorporated into this Agreement by reference. The following rules govern each plan regardless of specific rates:

• Zero Cost Card: The processing convenience fee is passed to the Customer payer. The Merchant pays $0 in card processing fees, subject to state and international availability restrictions in Sections 6.3 and 6.4. A monthly gateway fee applies as published.
• Standard Card: The Merchant pays a percentage-based fee plus a per-transaction fee on each card transaction. No monthly gateway fee applies.
• Bank Transfer (ACH): The Merchant pays a percentage-based fee per transaction, subject to a published minimum and maximum per transaction. ACH is available on Growth and Pro subscription plans only, for US-based payers only. A monthly gateway fee applies as published.

6.2 Additional Fees

The following additional fees apply as incurred. Current amounts are published at billware.com/plans:

• Chargeback fee: Per chargeback (Zero Cost Card and Standard Card)
• Reversal fee: Per reversal (Zero Cost Card and Standard Card)
• Retrieval fee: Per retrieval request (Zero Cost Card and Standard Card)
• ACH return fee: Per returned ACH transaction (Bank Transfer)
• Bank account change fee: Per change (Standard Card plan)
• Card update fee: Per card update (Zero Cost Card plan)

6.3 International Transactions

Credit and debit card payments from international Customers (outside the United States) are supported on the Standard Card plan, with invoices denominated in USD only. ACH Bank Transfer is available for US-based Customers only. BillWare does not support multi-currency invoicing at this time.

The Zero Cost Card plan (0% fee to Merchant) is not available for international payers. Surcharging and convenience fee rules vary by country and are often subject to local consumer protection laws, card network country-specific rules, and regulations that BillWare does not administer. To eliminate compliance risk for Merchants, BillWare automatically disables Zero Cost Card and applies Standard Card (merchant-paid) for any invoice paid by a Customer whose billing address is outside the United States.

6.4 Zero Cost Card – State Availability and Surcharge Compliance

The Zero Cost Card plan passes a convenience fee to the Customer payer. Surcharging is regulated at the state level and by card network rules. To eliminate compliance risk for Merchants, BillWare makes the Zero Cost Card plan available only in states with no surcharge restrictions. In all other states – including states where surcharging is prohibited, capped, or subject to any limitation – BillWare automatically disables Zero Cost Card and applies the Standard Card plan instead.

6.4.1 Jurisdictions Where Zero Cost Card Is Not Available

BillWare automatically disables the Zero Cost Card plan and falls back to Standard Card (merchant-paid) for any invoice where the Customer’s billing address is in a restricted or unsupported jurisdiction. Zero Cost Card is not available for payers in the following:

International Payers (all countries outside the United States) – Surcharging and convenience fee rules are governed by local laws and card network country-specific rules that BillWare does not administer. Zero Cost Card is disabled for all non-US billing addresses.

Additionally, within the United States, Zero Cost Card is not available for payers in the following jurisdictions as of the effective date of this Agreement:

• Connecticut – Surcharging prohibited
• Maine – Surcharging prohibited for sellers
• Massachusetts – Surcharging prohibited
• Puerto Rico – Surcharging prohibited
• Texas – Surcharging restricted (status contested; disabled as precaution)
• Colorado – Surcharging subject to state-imposed limitations
• Oklahoma – Surcharging subject to state-imposed limitations
• New York – Surcharging subject to state-imposed limitations
• New Jersey – Surcharging subject to state-imposed limitations
• Nevada – Surcharging subject to state-imposed limitations
• South Dakota – Surcharging subject to state-imposed limitations
• Minnesota – Surcharging subject to state-imposed limitations

This list may be updated by BillWare at any time as state laws change, without prior notice to Merchant. When Zero Cost Card is automatically disabled for a transaction, the Merchant is responsible for the Standard Card processing fee for that transaction. BillWare will use commercially reasonable efforts to keep this list current but makes no warranty that it is exhaustive or up to date with the most recent legislative changes.

6.4.2 General Surcharge Compliance Obligations

In all states where Zero Cost Card is active, Merchant represents and warrants that:

• Merchant has notified applicable card networks (Visa, Mastercard) at least 30 days in advance of surcharging, as required by network rules;
• Surcharges are never applied to debit cards, prepaid cards, or gift cards, even when processed as credit – BillWare enforces this technically where card type data is available from the Payment Gateway Partner;
• Merchant provides clear disclosure of the convenience fee to Customers at the point of payment; and
• Merchant promptly notifies BillWare at support@apoorva.com if Merchant becomes aware that its Customer base is primarily located in a state not listed above that has enacted surcharge restrictions.

BillWare’s state restriction logic is based on the Customer’s billing address on file. BillWare is not responsible for inaccurate Customer address data. The authoritative reference for state surcharge rules is each state’s applicable consumer protection statutes and the current Visa and Mastercard merchant operating rules.

6.5 Invoice-Level Payment Method Override (ACH Only)

Merchants on the Growth or Pro Subscription Plan with ACH enabled may, on a per-invoice basis, disable card payments and restrict the invoice to ACH Bank Transfer only. This feature allows Merchants to avoid card processing fees on high-value transactions. When ACH-only is selected for an invoice sent to an international Customer, BillWare will automatically override the restriction and enable card payments, as ACH is not available for international payers.

6.6 Refunds

Refunds on card transactions are returned to the original payment method used by the Customer. Merchant is solely responsible for initiating refunds through the merchant portal or by contacting support. BillWare does not guarantee the timing of refund processing, which is subject to Payment Gateway Partner and card network timelines (typically 5-10 business days for the Customer to receive the credit). Platform subscription fees and transaction processing fees already incurred are non-refundable. For a refunded transaction, the original processing fee is not returned to the Merchant. Any applicable reversal fees under Section 6.2 apply to refunds initiated by Merchant.

7.1 Settlement Schedule

Collected funds are settled to Merchant’s designated bank account net of applicable fees, subject to the settlement schedule established by the applicable Payment Gateway Partner. Standard settlement timelines are:

• Card transactions: Typically 1-2 business days after transaction authorization, subject to Payment Gateway Partner policy
• ACH transactions: Typically 1-3 business days after transaction initiation, subject to NACHA rules and Payment Gateway Partner policy

Settlement timelines are estimates and are not guaranteed. BillWare is not liable for delays in settlement caused by Payment Gateway Partners, banking institutions, or force majeure events.

7.2 Holds and Reserves

BillWare and its Payment Gateway Partners reserve the right to place holds on, or establish rolling reserves against, Merchant funds in the following circumstances:

• Elevated chargeback or dispute rates;
• Unusual transaction volume or patterns inconsistent with Merchant’s stated business;
• Pending regulatory or compliance review;
• Suspected fraud or money laundering activity; or
• At the discretion of the Payment Gateway Partner based on risk assessment.

BillWare will notify Merchant of any holds where permitted by law. Merchant agrees that BillWare and its Payment Gateway Partners are not liable for business losses resulting from fund holds applied in good faith.

7.3 Deductions

BillWare and its Payment Gateway Partners are authorized to deduct from Merchant’s settlement or bank account any amounts owed under this Agreement, including transaction fees, chargebacks, return fees, platform subscription fees, and any other amounts due.

8.1 Merchant Responsibility

Merchant is solely responsible for all chargebacks, reversals, and payment disputes initiated by Customers. Merchant agrees to:

• Maintain adequate records to respond to chargeback disputes, including invoices, delivery confirmations, and Customer communications;
• Respond to chargeback notifications within the timeframe specified by the applicable card network or Payment Gateway Partner;
• Pay all applicable chargeback and retrieval fees as set forth in Section 6.2; and
• Maintain a chargeback rate below the thresholds established by Visa, Mastercard, and other applicable card networks.

8.2 Excessive Chargebacks

A chargeback rate exceeding 1% of monthly transaction volume may result in account suspension, termination, or imposition of a rolling reserve at BillWare’s or the Payment Gateway Partner’s discretion.

8.3 Merchant-Customer Disputes

BillWare serves as a technology intermediary between Merchant and Customer. Disputes regarding the quality, delivery, or nature of goods and services must be resolved directly between Merchant and Customer. BillWare is not a party to those commercial disputes and has no obligation to mediate them.

Merchant using ACH Bank Transfer agrees to comply with NACHA Operating Rules, including:

• Obtaining valid written or electronic authorization from each Customer before initiating ACH debits on their behalf;
• Retaining ACH authorization records for a minimum of two (2) years from the date of authorization;
• Providing Customers with clear notice of ACH debit amounts and timing; and
• Accepting liability for unauthorized ACH transactions initiated through Merchant’s account.

10.1 Prohibited Business Types

The following business types are prohibited from using BillWare:

• Businesses selling or facilitating the sale of illegal goods or services under applicable law;
• Online gambling, sports betting, or lottery services;
• Adult content or entertainment;
• Firearms, ammunition, or weapons dealers (unless federally licensed and approved by BillWare’s Payment Gateway Partners);
• Cannabis or marijuana dispensaries (regardless of state law);
• Money services businesses (MSBs) not registered with FinCEN;
• Multi-level marketing or pyramid scheme operations; and
• Any business engaged in activities that violate applicable law or Payment Gateway Partner acceptable use policies.

10.2 Prohibited Transactions

Merchant agrees not to process the following types of transactions through BillWare:

• Transactions for goods or services not actually rendered or delivered;
• Duplicate or fraudulent invoices;
• Transactions designed to circumvent card network rules, including transaction splitting (structuring);
• Transactions involving sanctioned individuals or entities on the OFAC SDN list; and
• Transactions that violate any applicable federal, state, or local law.

11.1 Anti-Money Laundering (AML)

Merchant agrees not to use BillWare for money laundering, terrorist financing, or any other financial crime. BillWare monitors transaction activity for suspicious patterns and may file Suspicious Activity Reports (SARs) with FinCEN as required by law without prior notice to Merchant.

11.2 OFAC Sanctions

Merchant represents and warrants that neither Merchant nor any of its beneficial owners, officers, or directors is a Specially Designated National (SDN) or otherwise subject to OFAC sanctions. Merchant agrees not to process transactions on behalf of, or to, any sanctioned person or entity.

11.3 IRS Reporting and Tax Obligations

BillWare may be required to report Merchant payment volumes to the IRS via Form 1099-K for Merchants meeting applicable reporting thresholds. Merchant agrees to provide accurate Tax Identification Number (TIN/EIN) information and to update it promptly upon any change. Merchant is solely responsible for identifying, collecting, reporting, and remitting all taxes (including sales tax, VAT, and income tax) arising from its business activities conducted through the Platform. BillWare provides no tax advice. Merchant agrees to indemnify and hold BillWare harmless from any penalties, fines, or assessments arising from Merchant’s failure to comply with applicable tax laws. BillWare reserves the right to withhold amounts from Merchant settlements as required by applicable law or regulatory directive.

11.4 PCI DSS

Payment card data is processed by Payment Gateway Partners who maintain PCI DSS compliance. BillWare does not store full card numbers on its servers. Merchant is responsible for ensuring that any systems or integrations connected to BillWare comply with applicable PCI DSS requirements.

12.1 BillWare Security Obligations

BillWare maintains commercially reasonable administrative, technical, and physical safeguards designed to protect Merchant and Customer data processed through the Platform. BillWare’s security practices are described in its Privacy Policy at billware.com/privacy-policy.

12.2 Security Incident Notification

If BillWare confirms a Security Incident affecting Merchant’s data, BillWare will notify Merchant without undue delay and, where feasible, within 72 hours of confirmation, by email to the address on file. The notification will describe the nature of the incident, the data affected, and the steps BillWare is taking to address it. BillWare may delay notification where required by law enforcement or regulatory directive.

12.3 Merchant Security Obligations

Merchant is responsible for the security of its own systems, credentials, and any customer data Merchant stores or handles outside of the BillWare Platform. If Merchant becomes aware of a Security Incident originating from its own systems that may affect BillWare or its Customers, Merchant must notify BillWare at support@apoorva.com without undue delay. Merchant agrees not to store full card numbers, CVV codes, or other sensitive payment data on systems outside of the Platform.

Payment processing is provided by MerkPay (MerchantFocus), Fortis, or other designated Payment Gateway Partners. By using BillWare’s payment features, Merchant acknowledges that:

• Merchant’s use of payment processing is also subject to the Payment Gateway Partner’s own terms of service, acceptable use policies, and privacy policies;
• Payment Gateway Partners independently assess Merchant risk and may impose additional holds, reserves, or restrictions beyond those described in this Agreement;
• BillWare is not liable for actions taken independently by Payment Gateway Partners; and
• Merchant may be required to execute a separate agreement directly with a Payment Gateway Partner as part of the onboarding process.

Merchant agrees to use BillWare’s invoicing features only for legitimate, lawful commercial transactions. Merchant represents that all invoices issued through BillWare accurately reflect goods or services actually provided or contracted, are consistent with amounts agreed upon with the Customer, and comply with all applicable billing, consumer protection, and truth-in-lending laws.

BillWare grants Merchant a limited, non-exclusive, non-transferable license to access and use the Platform for its intended commercial purposes during the term of this Agreement. Merchant may not copy, modify, reverse engineer, sublicense, or resell access to the Platform. All Platform software, design, trade names, and trademarks remain the property of Apoorva Corporation.

Merchant grants BillWare a limited license to use Merchant’s name and logo solely for the purpose of identifying Merchant as a BillWare customer in marketing materials, subject to Merchant’s prior written approval for each use.

Feedback. If Merchant provides BillWare with feedback, suggestions, or ideas regarding the Platform, Merchant grants BillWare a perpetual, irrevocable, royalty-free license to use such feedback for any purpose, including improving the Platform, without any obligation of compensation or attribution to Merchant.

BillWare may collect, use, and share aggregated, de-identified data derived from Merchant’s and Customers’ use of the Platform (such as transaction volumes, invoice patterns, and feature usage) for the purposes of improving the Platform, generating industry benchmarks, and internal analytics. Such aggregated data does not identify Merchant or any individual Customer and is not subject to the confidentiality obligations in Section 16.

Each party agrees to keep confidential any non-public information received from the other party in connection with this Agreement, including pricing, technical specifications, and business information. This obligation does not apply to information that: (a) is or becomes publicly available through no breach of this Agreement; (b) was independently developed by the receiving party; or (c) is required to be disclosed by law or regulatory order, in which case the disclosing party will provide prompt advance notice where permitted.

17.1 Term

This Agreement commences on the date Merchant completes onboarding and electronically accepts these terms, and continues on a month-to-month basis until terminated by either party as described below.

17.2 Termination by Merchant

Merchant may terminate this Agreement at any time by closing their BillWare account through the merchant portal or by providing written notice to support@apoorva.com. Termination takes effect at the end of the then-current billing cycle. Termination does not relieve Merchant of any outstanding payment obligations, chargeback liabilities, or fees incurred prior to termination.

17.3 Termination by BillWare

BillWare may suspend or terminate Merchant’s account immediately, with or without notice, for:

• Violation of any term of this Agreement;
• Fraudulent, deceptive, or illegal activity;
• Excessive chargebacks or payment disputes;
• Failure to complete or maintain KYC verification;
• Prohibited business type or transaction activity;
• Non-payment of platform fees for more than 30 days;
• Risk management determinations by BillWare or its Payment Gateway Partners; or
• Any activity that exposes BillWare to regulatory, reputational, or financial risk.

For material breaches that are capable of being cured, BillWare will, where practicable, provide Merchant with written notice and a 10-day period to cure the breach before terminating. BillWare is not required to provide a cure period for violations involving fraud, illegal activity, or imminent financial or regulatory risk.

17.4 Effect of Termination

Upon termination, Merchant’s access to the Platform ceases immediately. Outstanding invoices, pending settlements, and fund holds may remain in effect pursuant to Payment Gateway Partner terms and applicable law. Merchant may request an export of their invoice and customer data within 30 days of termination. BillWare retains data as required by its Privacy Policy and applicable legal retention obligations. Sections 1 (No Agency), 8 (Chargebacks), 11 (Compliance), 16 (Confidentiality), 18 (Disclaimer), 19 (Limitation of Liability), 20 (Indemnification), 22 (Governing Law), and 24 (General) survive termination.

THE BILLWARE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. BILLWARE DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF SECURITY VULNERABILITIES. BILLWARE DOES NOT GUARANTEE SAME-DAY APPROVAL, SETTLEMENT TIMING, OR UNINTERRUPTED PAYMENT PROCESSING.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, APOORVA CORPORATION AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND PAYMENT GATEWAY PARTNERS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, LOST DATA, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE BILLWARE PLATFORM, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IN NO EVENT SHALL APOORVA CORPORATION’S TOTAL LIABILITY TO MERCHANT EXCEED THE GREATER OF (A) THE TOTAL PLATFORM FEES PAID BY MERCHANT TO BILLWARE IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM, OR (B) ONE HUNDRED DOLLARS ($100.00).

Merchant agrees to indemnify, defend, and hold harmless Apoorva Corporation, its officers, directors, employees, agents, and Payment Gateway Partners from and against any claims, liabilities, damages, losses, fines, penalties, and expenses (including reasonable attorneys’ fees) arising out of or relating to: (a) Merchant’s use of the Platform; (b) Merchant’s violation of this Agreement; (c) Merchant’s violation of any applicable law or regulation; (d) any transaction between Merchant and a Customer; (e) any chargeback, dispute, or regulatory action arising from Merchant’s payment activity; or (f) Merchant’s failure to comply with card network surcharging rules. BillWare will provide Merchant with prompt written notice of any claim subject to indemnification and will cooperate reasonably in the defense at Merchant’s expense.

BillWare reserves the right to modify this Agreement at any time. Material changes will be communicated to Merchant via email or in-platform notification at least 30 days before the effective date. Merchant’s continued use of the Platform after the effective date of any modification constitutes acceptance of the revised Agreement. If Merchant does not accept a modification, Merchant may terminate this Agreement before the effective date of the change without penalty.

This Agreement is governed by the laws of the State of Colorado, without regard to its conflict of law provisions.

22.1 Informal Resolution

Before initiating any formal legal proceeding, the parties agree to attempt good-faith resolution. The party with a dispute must send written notice to the other party describing the claim in reasonable detail and the relief sought. The parties will have 30 days from receipt of that notice to attempt to resolve the dispute informally.

22.2 Binding Arbitration

If a dispute is not resolved informally within 30 days, it shall be resolved by binding individual arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. The arbitration shall be conducted in Broomfield, Colorado, or, at Merchant’s option, by videoconference. The arbitrator’s decision shall be final and binding and may be entered as a judgment in any court of competent jurisdiction. Either party may seek emergency injunctive or other equitable relief in a court of competent jurisdiction to prevent irreparable harm pending arbitration.

22.3 Class Action Waiver

MERCHANT AND BILLWARE EACH WAIVE THE RIGHT TO A JURY TRIAL AND TO PARTICIPATE IN ANY CLASS ACTION, CLASS ARBITRATION, COLLECTIVE ACTION, OR REPRESENTATIVE PROCEEDING. All disputes must be brought on an individual basis only. If this waiver is found unenforceable for a particular claim, that claim must proceed in court and not in arbitration, and all other claims remain subject to arbitration.

22.4 Time Limit on Claims

Any claim or dispute arising under this Agreement must be brought within one (1) year after the cause of action arises. Claims not brought within this period are permanently barred. For billing disputes specifically, Merchant must notify BillWare in writing at support@apoorva.com within 90 days of the disputed charge, or the charge is deemed accepted.

All legal notices under this Agreement must be in writing. Notices from Merchant to BillWare must be sent by email to support@apoorva.com or by first-class mail to Apoorva Corporation, 11811 Upham Street, Unit B, Broomfield, Colorado 80020. Notices from BillWare to Merchant will be sent to the email address associated with Merchant’s account. Email notices are deemed received when sent, absent a delivery failure notification. BillWare may also provide notice through in-platform announcements for non-legal communications and plan or fee changes.

If Merchant’s account has no login activity and no payment processing for a continuous period of 12 months, BillWare may designate the account as inactive and notify Merchant at the email address on file. If no response is received within 30 days of that notice, BillWare may suspend the account and begin deletion of Merchant data, including invoices, Customer records, and transaction history, 30 days after suspension. BillWare is not liable for any loss arising from deletion of data from an inactive account following notice. Merchant may reactivate an account prior to data deletion by logging in and acknowledging the reactivation prompt.

24.1 Entire Agreement

This Agreement, together with BillWare’s Privacy Policy, Terms of Use, and any additional written agreements between the parties, constitutes the entire agreement between Merchant and Apoorva Corporation with respect to the BillWare Platform and supersedes all prior agreements and understandings.

24.2 Severability

If any provision of this Agreement is found to be unenforceable, it shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall continue in full force.

24.3 Waiver

BillWare’s failure to enforce any provision of this Agreement on any occasion does not constitute a waiver of that provision or BillWare’s right to enforce it on future occasions. No waiver is effective unless made in writing and signed by an authorized representative of BillWare.

24.4 Assignment

Merchant may not assign, transfer, or delegate this Agreement or any rights or obligations hereunder without BillWare’s prior written consent. Any purported assignment without such consent is void. BillWare may assign this Agreement, in whole or in part, to an affiliate, successor, or acquirer without Merchant’s consent, provided BillWare provides Merchant with reasonable advance notice of any such assignment. This Agreement is binding on the parties and their permitted successors and assigns.

24.5 Force Majeure

Neither party shall be liable to the other for any delay or failure to perform obligations under this Agreement (other than payment obligations) caused by circumstances beyond that party’s reasonable control, including natural disasters, acts of government, pandemic, war, cyberattacks on third-party infrastructure, telecommunications failures, or Payment Gateway Partner outages. The affected party must promptly notify the other party and use commercially reasonable efforts to resume performance.

24.6 No Third-Party Beneficiaries

This Agreement is for the sole and exclusive benefit of BillWare and Merchant. Nothing in this Agreement, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature under or by reason of this Agreement.

24.7 Order of Precedence

In the event of any conflict between this Agreement and any supplemental terms, the order of precedence is: (1) Payment Gateway Partner terms (for matters within their scope); (2) this Merchant Service Agreement; (3) BillWare’s Terms of Use; and (4) BillWare’s Privacy Policy.

For questions about this Agreement, please contact:

Apoorva Corporation (operating as BillWare)
11811 Upham Street, Unit B
Broomfield, Colorado 80020
Email: support@apoorva.com
Website: www.billware.com