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Biller Agreement
Biller Agreement Rev 4.0
The complete Biller Agreement includes the Biller Order Form, the Online Terms and Conditions and this Agreement
P a g e | 1
1. License Grant & Restrictions. Subject to execution by Biller of the Invoice Cloud Biller Order Form incorporating this Agreement, Invoice
Cloud hereby grants Biller a non-exclusive, non-transferable, worldwide right to use the Service described on the Biller Order Form until
termination as provided herein, solely for the following purposes, and specifically to bill and receive paym ent from Biller’s own customers, for
Services that are referenced in the Biller Order Form. All rights not expressly granted to Biller are reserved by Invoice Cloud and its licensors.
Biller will provide to Invoice Cloud all Biller Data generated for Biller’s Customers. Unless otherwise expressly agreed to in writing by Invoice
Cloud to the contrary, Invoice Cloud will process all of Biller’s Customers’ Payment Instrument Transactions requirements rel ated to the Biller
Data and will do so via electronic data transmission according to our formats and procedures for each el ectronic payment type selected in the
Biller Order Form. In addition, Biller will sign all third party applications and agreements required for the Service including without limitation
payment and credit card processing agreements and merchant agreements. For invoice types listed on the Order Form (e.g. real estate taxes,
utility bills, birth certificates, parking tickets, event tickets, etc.), Biller will not use the credit card processing, ACH or check processing of any
bank, payment processor, entity, or person, other than Invoice Cloud via electronic data transmission or the authorization or processing of
Biller’s Customers’ Payment Instrument Transactions for each electronic payment type selected in the Biller Order Form throughout the term
of this Agreement.
Biller shall not: (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to an y third
party the Service in any way; (ii) modify or make derivative works based upon the Ser vice; (iii) Recreate, "frame" or "mirror" any portion of
the Service on any other server or wireless or Internet -based device; (iv) reverse engineer or access the Service; or (v) copy any features,
functions or graphics of the Service.
2. Privacy & Security. Invoice Cloud's privacy and security policies may be viewed at http://www.invoicecloud.com/privacy.html. Invoice
Cloud reserves the right to modify its privacy and security policies in its reasonable discretion from time to time which modification shall not
materially adversely impact such policies. Invoice Cloud will maintain compliance with current required Payment Card Industry (PCI) standards
and Cardholder Information Security standards.
3. Account Information and Data. Invoice Cloud does not and will not own any Customer Data, in the course of providing the Service. Biller,
not Invoice Cloud, shall have sole responsibility for the accuracy, quality, integrity, legality, and reliability of, and obtaining the intellectual
property rights to use and process all Customer Data. In the event this Agreement is terminated, Invoice Cloud will make available to Biller a
file of the Customer Data within 30 days of termination of this Agreement (or at a later time if required by applicable law), if Biller so requests
at the time of termination. Invoice Cloud reserves the right to remove and/or discard Customer Data with 30 days notice except as prohibited
by applicable law or in the event of exigent circumstances which makes prior notice impracticable, and in which case, notice will be provided
promptly thereafter.
4. Confidentiality / Intellectual Property Ownership. Invoice Cloud agrees that it may be furnished with or otherwise have access to
Customer Data that the Biller’s customers considers being confidential. Invoice Cloud agrees to secure and protect the Customer Data in a
manner consistent with the maintenance of Invoice Cloud’s own Confidential Information, using at least as great a degree of c are as it uses to
maintain the confidentiality of its own confidential information, but in no event use less than commercially reasonable measures. Invoice Cloud
will not sell, transfer, publish, disclose, or otherwise make available any portion of the Customer Data to third parties, except as required to
perform the Services under this Agreement or otherwise required by applicable law.
Invoice Cloud (and its licensors, where applicable) owns all right, title and interest, including all related Intellectual Property Rights, in and to
the Invoice Cloud Technology, the Content and the Service and any enhancement requests, feedback, integration components , suggestions,
ideas, and application programming interfaces, recommendations or other information provided by Biller or any other party relating to the
Service. In the event any such intellectual property rights in the Invoice Cloud Technology, the Content or the Service do no t fall within the
specifically enumerated works that constitute works made for hire under applicable copyright laws or are deemed to be owned by Invoice
Cloud, Biller hereby irrevocably, expressly and automatically assigns all right, title and interest worldwide in and to suc h intellectual property
rights to Invoice Cloud. The Invoice Cloud name, the Invoice Cloud logo, and the product names associated with the Service are trademarks
of Invoice Cloud or third parties, and no right or license is granted to use them.
Biller agrees that during the course of using or gaining access to the Service (or components thereof) it may be furnished with or othe rwise
have access to information that Invoice Cloud considers to be confidential including but not limited to Invoice Cloud Technology, customer
and/or prospective customer information, pricing and financial information of the parties which are hereby deemed to be Invoi ce Cloud
Confidential Information, or any other information by its very nature constitutes information of a type that any reasonable business person
would conclude was intended by Invoice Cloud to be treated as proprietary, confidential, or private (the “Confidential Inform ation”). Biller
agrees to secure and protect the Confidential Information in a manner consistent with the maintenance of Invoice Cloud’s rights therein, using
at least as great a degree of care as it uses to maintain the confidentiality of its own confidential information, but in no event use less than
reasonable efforts. Biller will not sell, transfer, publish, disclose, or otherwise make available any portion of the Confidential Information of
the other party to third parties (and will ensure that its employee and agents abide by the requirements hereof), except as e xpressly authorized
in this Agreement or otherwise required by applicable law.
Biller Agreement
Biller Agreement Rev 4.0
The complete Biller Agreement includes the Biller Order Form, the Online Terms and Conditions and this Agreement
P a g e | 2
5. Billing and Renewal. Invoice Cloud fees for the Service are provided on the Biller Order Form. Invoice Cloud's fees are exclusive of all
taxes, levies, or duties imposed by taxing authorities, Invoice Cloud may assess and/or collect such taxes, levies, or duties against Biller and
Biller shall be responsible for payment of all such taxes, levies, or duties, excluding only United States (federal or state) taxes based solely on
Invoice Cloud's income. All payment obligations are non-cancellable and all amounts or fees paid are non-refundable. Unless Invoice Cloud in
its discretion determines otherwise, all fees will be billed in U.S. dollars. If Biller believes Biller’s bill or payment is incorrect, Biller must
provide written notice to Invoice Cloud within 60 days of the earlier of the invoice date, or the date of payment, with respect to the amount in
question to be eligible to receive an adjustment or credit; otherwise such bill or payment is deemed correct. Invoice Cloud reserves the right to
modify any pricing with respect to fees owed by the Biller upon thirty days written notice to Biller based on increases in curred by Invoice
Cloud on fees, assessments, and the like from credit card processers, bank card issuers, payment associations, ACH and check processers.
6. Term and Termination. The initial term of this Agreement shall be for a period of three (3) years (“Initial Term”) commencing on the
Effective Date on the Biller Order Form and will renew for each of additional successive three (3) year terms (“Renewal Term”) unless
terminated as set forth herein. This Agreement may be terminated by either party effective at the end of the Initial or any Renewal Term by
such party providing written notice to the other party of its intent not to renew no less than ninety (90) days prior to the expiration of the then-
current term. Additionally, this Agreement may b e terminated by either party with cause in the event of a material breach of the terms of this
Agreement by the other party and the breach remains uncured for a period of 30 days following receipt of writte n notice by the breaching party.
For example, any unauthorized use of the Invoice Cloud Technology or Service by Biller, or its authorized users will be deemed a material
breach of this Agreement. Upon any early termination of this Agreement by Invoice Cloud as a result of the breach, Biller shall remain liable
for all fees and charges incurred, and all periodic fees owed through the end of the calendar month following the effective d ate of termination.
Upon any termination or expiration of this Agreement, Biller’s password and access will be disabl ed and Biller will be obligated to pay the
balance due on Biller’s account computed in accordance with the Charges and Payment of Fees section above. Biller agrees that Invoice Cloud
may charge such unpaid fees to Biller’s Debit Account or credit card or o therwise bill Biller for such unpaid fees.
7. Invoice Cloud Responsibilities. Invoice Cloud represents and warrants that it has the legal power and authority to enter into this Agreement.
Invoice Cloud warrants that the Service will materially perform the functions that the Biller has selected on the Order Form under normal use
and circumstances and that. Invoice Cloud shall use commercially reasonable measures with respect to Customer Data to the extent that it
retains such, in the operation of the Service; provided that the Biller shall maintain immediately accessible backups of the Customer Data. In
addition, Invoice Cloud will, at its own expense, as the sole and exclusive remedy with respect to performance of the Service , correct any
Transaction Data to the extent that such errors have been caused by Invoice Cloud or by malfunctions of Invoice Cloud’s processing systems.
8. Limited Warranty EXCEPT AS PROVIDED IN SECTION 7, THE SERVICES AND ALL CONTENT AND TRANSACTION DATA IS
PROVIDED WITHOUT ANY EXPRESS, OR IMPLIED WARRANTY, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED
WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND ALL OTHER WARRANTIES ARE
HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICAB LE LAW BY INVOICE CLOUD AND ITS
LICENSORS AND PAYMENT PROCESSORS. INVOICE CLOUD AND ITS LICENSORS AND PAYMENT PROCESSORS DO NOT
REPRESENT OR WARRANT THAT (A) THE USE OF THE SERVICE WILL BE UNINTERRUPTED OR ERROR -FREE, OR OPERATE
IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (B) THAT THE SERVICE WILL NOT
DELAY IN PROCESSING OR PAYING, OR (C) THE SERVICE WILL MEET REQUIREMENTS WITH RESPECT TO SIZE OR
VOLUME. Invoice Cloud's service may be subject to limitations, delays, and other problems inherent in the use of the internet and electronic
communications. Invoice cloud is not responsible for any delays, delivery failures, or other damage resulting from such probl ems. Biller
represents and warrants that Biller has not falsely identif ied itself nor provided any false information to gain access to the Service and that
Biller’s billing information is correct.
9. Biller’s Responsibilities. Biller represents and warrants that it has the legal power and authority to enter into this Agreeme nt. Biller is
responsible for all activity occurring under Biller’s accounts and shall abide by all applicable laws, and regulations in con nection with Biller’s
and/or its customers’ and a payers’ use of the Service, including those related to data privacy, communications, export or import of data and
the transmission of technical, personal or other data. Biller shall: (i) notify Invoice Cloud immediately of any unauthorized use of any password
or account or any other known or suspected breach of security; (ii) report to Invoice Cloud and immediately stop any copying or distribution
of Content that is known or suspected to be unauthorized by Biller or Biller’s Users; and (iii) obtain consent from Biller’s customers and payers
to receive notifications and invoices from Invoice Cloud. Invoice Cloud is not responsible for any Biller postings in error due to delayed
notification from credit card processor, ACH bank and other related circumstances. Biller agrees and acknowledges that in the event that Biller
has access to, receives from, creates, or receives protected health information, or Biller has access to, creates, receives, maintains or transmits
on behalf of electronic protected health information (as those terms are defined under the privacy or security regulations issued pursuant to the
Health Insurance Portability and Accountability Act of 1996 (“HIPAA”) and Subtitle D of the Health Information Technology for Economic
and Clinical Health Act provisions of the American Recovery and Reinvestment Act of 2009 (“ARRA”),during the performance under this
Agreement, it will comply with all such law, regulations and rules related thereto.
Biller is required to ensure that it maintains a fair policy with regard to the refund, return or cancellat ion of services and adjustment of
Transactions. Biller is also required to disclose a refund, return or cancellation policies to Invoice Cloud and any applicab le payment processors
and Biller’s Customers, as requested. Any change in a return/ cancellation policy must be submitted to Invoice Cloud, in writing, not less than
21 days prior to the effective date of such change. If Biller allows or is required to provide a price adjustment, or cancel lation of services in
Biller Agreement
Biller Agreement Rev 4.0
The complete Biller Agreement includes the Biller Order Form, the Online Terms and Conditions and this Agreement
P a g e | 3
connection with a Transaction previously processed, Biller will prepare and deliver to Invoice Cloud Transaction Data reflecting such
refund/adjustment within 2 days of resolution of the request resulting in such refund/adjustment. The amount of the refund/ad justment cannot
exceed the amount shown as the total on the original Transaction Data. Biller may not accept cash or any other payment or consideration from
a Customer in return for preparing a refund to be deposited to the Customer’s account; nor may Biller give cash/check refunds to a Customer
in connection with a Transaction previously processed, unless required by applicable law
10. Indemnification. Invoice Cloud shall indemnify and hold Biller, employees, attorneys, and agents, harmless from any losses, liabilities,
and damages (including, without limitation, Biller’s costs, and reasonable attorneys’ fees) arising out : (i) failure by Invoice Cloud to implement
commercially reasonable measures against the theft of the Customer Data; or (ii) its total failure to deliver funds processed by Invoice Cloud
as required hereunder (which relates to payments due from Invoice Cloud for Transaction Data). This indemnification does not apply to any
claim or complaint relating to Biller’s failure to resolve a payment dispute concerning debts owed to Biller or Biller’s negligence or willful
misconduct or violation of any applicable agreement or law .
11. Fees.
Invoice Cloud will not charge fees related to the initial setup, initial implementation and personalization of its standard Service unless a fee is
included in the Biller Order Form. Invoice Cloud will charge the Biller or payer fees as provided in the Biller Order Form. In addition, Invoice
Cloud reserves the right to charge for changes to the setup, implementation or personalization performed after the completion of initial setup
or implementation and any other requested work or changes including the following services, at its then standard rates:
• new file/biller set up
• template changes
• custom reports and other custom development
• new bill printer support
• invoice file format changes resulting in revision of integration/data translation
• re-implementation of a site/system and/or new billing system
• payment file revisions
• loading pdfs and importing/loading invoices
• conversion of biller customer registrations/passwords (post initial implementation)
• balance forward of invoices
• other out of scope services
12. Limitation of Liability. INVOICE CLOUD’S AGGREGATE LIABILITY SHALL BE UP TO AND NOT EXCEED THE AMOUNTS
ACTUALLY PAID BY AND/OR DUE FROM BILLER IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE
EVENT GIVING RISE TO SUCH CLAIM. IN NO EVENT SHALL INVOICE CLOUD AND/OR ITS LICE NSORS BE LIABLE TO
ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL (INCLUDING LOSS OF
DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED
WITH THIS SERVICE, EVEN IF THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT OR SUCH PARTY'S LICENSORS
HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Certain states and/or jurisdictions do not allow the
exclusion of implied warranties or limitation of liability for incidental, consequential or certain other types of damages, so the exclusions set
forth above may not apply to Biller.
13. Export Control. The Biller agrees to comply with United States export controls administered by the U.S. Department of Commerce, the
United States Department of Treasury Office of Foreign Assets Control, and other U.S. agencies.
14. Notice. Either party may give notice by electronic mail to the other party’s email address (for Biller, that address on record on the Biller
Order Form, or by written communication sent by first class mail or pre -paid post to the other party’s address on record in Invoice Cloud’s
account information for Biller, and for Invoice Cloud, to Invoice Cloud, Inc., 30 Braintree Hill Office Park, Suite 303, Braintree, MA 02184
Attention: Client Services. Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or posting (if sent by
first class mail or pre-paid post) or 12 hours after sending (if sent by email).
15. Assignment. This Agreement may not be assigned by either party without the prior written approval of the other party, but may be assigned
without such party’s consent to (i) a parent or subsidiary, (ii) an acquirer of assets, or (iii) a successor by merger. Any purported assignment in
violation of this section shall be void.
16. Insurance.
Invoice Cloud agrees to maintain in full force and effect during the term of the Agre ement, at its own cost, the following coverages:
a. Commercial General or Business Liability Insurance with minimum combined single limits of One Million ($1,000,000) each
occurrence and Two Million ($2,000,000) general aggregate.
Biller Agreement
Biller Agreement Rev 4.0
The complete Biller Agreement includes the Biller Order Form, the Online Terms and Conditions and this Agreement
P a g e | 4
b. Umbrella Liability Insurance with minimum combined single limits of Five Million ($5,000,000) each occurrence and Five Million
($5,000,000) general aggregate.
c. Automobile Liability Insurance with minimum combined single limits for bodily injury and property damage of not less than One
Million ($1,000,000) for any one occurrence, with respect to each of the Invoice Cloud’s owned, hired or non -owned vehicles assigned
to or used in performance of the Services.
d. Errors and Omissions Insurance (Professional Liability and Cyber Insurance) with limits of liability of at least One Million Dollars
($1,000,000) per claim and in the aggregate.
17. Immigration Laws. For Services performed within the United States, Invoice Cloud will assign only personnel who are either citizens
of the United States or legally eligible to work in the United States. Invoice Cloud represents and warrants that it has complied a nd will comply
with all applicable immigration laws with respect to the personnel assigned to the Biller.
18. General. With respect to agreements with municipalities, localities or governmental authorities, this Agreement shall be governed by the
law of the state wherein such municipality, locality or governmental authority is established, without regard to the choice o r conflicts of law
provisions of any jurisdiction. With respect to Billers who are not with municipalities, localities or governmental authorities, this Agreement
shall be governed by Massachusetts law and controlling United States federal law, without regard to the choice or conflicts of law provisions
of any jurisdiction. No text or information set forth on any other purchase order, preprinted form or document (other than an Biller Order, if
applicable) shall add to or vary the terms and conditions of this Agreement . If any provision of this Agreement is held by a court of competent
jurisdiction to be invalid or unenforceable, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the invalid
or unenforceable provision(s), with all other provisions remaining in full force and effect. No joint venture, partnership, employment, or agency
relationship exists between Biller and Invoice Cloud as a result of this agreement or use of the Service. The failure of either party to enforce
any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agr eed to by Invoice
Cloud in writing. All rights and obligations of the parties in Sections 4, 6, 10, 12, 14 and 18 shall survive termination of this Agreement. This
Agreement, together with any applicable Biller Order Form, comprises the entire agreement between Biller and Invoice Cloud and supersedes
all prior or contemporaneous negotiations, discussions or agreements, whe ther written or oral between the parties regarding the subject matter
contained herein. Biller agrees that Invoice Cloud can disclose the fact that Biller is a paying customer and the edition of the Service that Biller
is using.
Additional terms and conditions and definitions applicable to this Agreement and the Biller Order Form are found at
www.invoicecloud.com/termsandconditions (the “Biller T+C”) and are agreed to by Invoice Cloud and the Biller.
12/06/18
INVOICE PARAMETERS
tnvolca. Parameten must be completed for each invoice type
Invoice Type Utility
Biller Software Harris inHance I
Produc ts 0,BPP []Cloud []cloud []Kiosk
[]single Osm OPOSConne [Jc:sRcon
.-· BILLING DETAILS
Please indicate which months bills are .sent by placing the bill count for each month below:
Jan I Feb I Mar I Apr
10000 I 10000 I 10000 I 10000
Avg Invoice $
PRINTED 81!-LS
1275,00
-.
BIii Mailing Dates
BIii image Provider
Bill Print Vendor
HARDWARE
Card Readers
Provided By IShipping Addr.
(if di/ferernt than
location address}
_ SERVICE FEES
I
01st-10th
0Template
I May I June Jul l 10000 I 10000 10000
Max Invoice$ I500.oo
01th-20th Dist-31s1 □Biller OBillerPrint I Contact
Quantity I I
Pricing Model I Submitter
@vR [loutbound IVR
OPayNear
Aug 5ep Ott Nov
10000 10000 10000 10000
I Bill Frequency lei-Monthly I 8PM
[]software I Phone I
Cost Per Reader I I
KioskType Quantity Txnl\llin
Standard/In-Door 0
Thru-Wall 0
outdoor Model 0
Dec
10000
10000'
Payment SouKe Description Payment Method Minimum Fee ($) calculation Type Fee Amount
All Payment Sources Credit/Debit Fixed($) $2.95
All Payment Sources ACH/EFT Fixed($) $2.95
Kiosk All Payment Methods fixed($)
IVR Surcharge All Payment Methods Fixed($) $0,75
PAYMENT SOURCE EXCEPTIONS
CREDIT CARO FEES BREAKDOWN ( CHASE NON-SUBMITTER)
Note: Interchange, fees, and assessment are billed b}I Chase. Per Item Rate and Basis Points are billed by Invoice Cloud
Model Per Item Rate Basis Points I Interchange, Fees, due assessments, processing + + I Flat Fee per Item, Fees, Due Assessments, processing + +
MAX l>AYMENT CAP
CC Max $500.00 ACH Max($) I $125,000.00
BILLER DEPOSITORY BANK INFO
Note: Must lnt:lude voided business c:heck or bank letter far eac:h unique act:ount
Routing# I Last4 Acct# I
.:, 1\19TES/$PECIAL HANDLING.,