If Mercury faces a lawsuit or other legal costs because of something you did on the platform, you are responsible for paying Mercury's legal fees and any resulting damages.
This analysis describes what Mercury's agreement states, permits, or reserves. It does not constitute a legal determination about enforceability. Regulatory applicability and practical outcomes may vary by jurisdiction, enforcement context, and individual circumstances. Read our methodology
This clause creates a financial obligation that could be significant if your use of Mercury's platform, even inadvertently, results in third-party legal claims against Mercury.
Mercury's updated terms establish detailed rules for how recurring autopay works on invoices. Under the revised language, payers authorize recurring ACH debits through a separate addendum, Mercury will not retry failed payments (except once if caused by a Mercury system issue), and autopay authorization will automatically cancel after two consecutive failures in a series. You can prevent autopay cancellation by ensuring payers have sufficient funds, re-enrolling the payer, or requesting manual payment if the series fails twice.
View change record →The updated terms establish that when customers pay invoices you issue through Mercury Invoicing via ACH debit, Mercury will apply a hold period before crediting the funds to your account. The hold period is determined by Mercury in its sole discretion based on risk factors related to the transaction, payer, and payment history, and may range from 1 to 4 business days from the date the ACH debit is initiated. Mercury will display an estimated funds availability date for each incoming invoice payment in your Invoicing dashboard.
View change record →If a third party sues Mercury because of your account activity, you are contractually obligated to cover Mercury's legal costs and any resulting financial liability, which could create substantial unexpected financial exposure for business users.
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"You agree to defend, indemnify, and hold harmless Mercury and its officers, directors, employees, and agents from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or relating to your violation of these Terms of Use or your use of the Services.— Excerpt from Mercury's Mercury Terms of Service
REGULATORY LANDSCAPE: Indemnification clauses in adhesion contracts are subject to scrutiny under state contract law, and some jurisdictions limit the enforceability of indemnification obligations in standard-form consumer or small business agreements. The FTC's unfair or deceptive acts or practices authority may be relevant if the indemnification scope is materially broader than users would reasonably expect given the nature of the banking relationship. GOVERNANCE EXPOSURE: Medium. The indemnification obligation is standard in platform terms of service but is operationally significant in a financial services context where user activity may inadvertently trigger regulatory or third-party legal claims related to payment processing, anti-money-laundering, or fraud. The scope of the obligation covers attorneys' fees, which may be substantial in financial services litigation. JURISDICTION FLAGS: California courts have limited indemnification obligations in certain adhesion contracts. New York and Delaware commercial law generally enforce indemnification clauses between commercial parties. The enforceability of the clause against individual account holders acting in a personal capacity may differ from enforcement against corporate entities. CONTRACT AND VENDOR IMPLICATIONS: B2B and enterprise users should assess whether the indemnification obligation in Mercury's terms aligns with their own corporate risk management frameworks. Legal teams should confirm whether Mercury's indemnification demand is carved out from the same liability cap that limits Mercury's own obligations, creating potential asymmetry in mutual liability exposure. COMPLIANCE CONSIDERATIONS: Legal teams should assess the interaction between the indemnification obligation and Mercury's acceptable use policy, since violations of that policy that trigger indemnification may include good-faith business activities that Mercury later determines are out of scope. Businesses should maintain records of their compliance with Mercury's acceptable use terms to limit indemnification exposure.
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This clause creates a financial obligation that could be significant if your use of Mercury's platform, even inadvertently, results in third-party legal claims against Mercury.
If a third party sues Mercury because of your account activity, you are contractually obligated to cover Mercury's legal costs and any resulting financial liability, which could create substantial unexpected financial exposure for business users.
ConductAtlas has identified this type of provision across 83 platforms. See the full comparison.
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