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BILLERS TER51S AND CONDITIONS (www.Inose"loud.com/termsandeanditions]
<br />1. Definitions
<br />As used in the Agreement and in any Biller Order Form now or hereafter.
<br />"Agreement" or "Biller Agreement" means these terms and conditions, any Biller Order Form, whether written or submitted online and any
<br />materials available on the Invoice Claud website specifically incorporated by reference herein;
<br />"Biller Data" means invoices and bills of the Biller,
<br />"Chargebacle' is a reversal of a Transaction initiated by a credit card company, processor, bank or other financial institution that Biller
<br />previously presented to Invoice Cloud under this Agreement;
<br />"Content" means the information and documents contained or made available to Biller by Invoice Cloud in the cause ofusing the Service;
<br />"Customer" aball include customers, taxpayers and uses of services of Biller
<br />"Customer Daa" means any dela, information or material provided or submitted by Biller or its Customers to the Service or the Biller's
<br />customers and/or payers in the course of wing the Service;
<br />"Effective Date" means the earlier ofeither the date this Agreement is accepted by executing a Biller Order Form;
<br />"Intellectual Property Rights" means unpatented inventions, patent applications, patents, design rights, copyrights, trademarks, service marks,
<br />trade names, domain name rights, mask work rights, know-how and other trade secret rights, and all ether intellectual property rights,
<br />derivatives, integration components and application programming interfaces theca£ and forms of protection of a similar nature anywhere in
<br />the world;
<br />"Invoice Cloud" means collectively Invoice Claud, Inc., a Delaware corporation;
<br />"Invoice Cloud Technology" means all of Invoice Cloud's proprietary technology (including software, hardware, products, processes,
<br />algorithms, user interfaces, know-how, techniques, designs and othertangible arintangiblc technical material or information) made available to
<br />Biller or otherwise developed by invoice Cloud In providing the Service;
<br />'Payment Instrument Transaction" is transaction conducted between Biller and its Customers with respect to an account, or evidence of an
<br />account, authorized and established between a Customer and a credit carts association or issuer, or representatives or members thereof that
<br />Biller accepts from Customers as payment for the Services. Payment Instrument Transactions include, but am not limited to, transactions
<br />processed by credit and debit cards, ACB, EFT and Check 21 transactions, stored value cards, loyalty cards, electronic gift cards, authorized
<br />account or s cess numbers, paper certificates and credit accounts.
<br />"Order Form'1, or "Biller Order Form" means the form evidencing the initial subscription for the Service and any subsequent Biller Order
<br />Forms, apei5ing, among other things, the services cantracted for, the applicable fees, the billing period, and other charges m agmed to between
<br />the parties, mch such Biller Order Form to be incorporated into and to became a part of this Agreement (in the event of any conflict betwom
<br />the teen of this Agreement and the tears of my such Biller Order Form, the terms of Us Agreement shall proved);
<br />"Reserve Account" means a Biller account which is maintained In order to protect invoice Cloud against the risk of. among other things,
<br />existing, potential, or anticipated Chargebacks and to satisfy the other obligations under the Agreement.
<br />"Service(s)" means Invoice Cloud's billing and payment service, the Content, the Invoice Claud Technology and other corporate services
<br />identified on the Biller Order Form, developed, operated, and/or maintained by Invoice Cloud, accessible via www.invoicecloud.cam or
<br />another designated web site or TP address, m ancillary online in oBliae products and services provided to Biller by Invoice Cloud, to which
<br />Biller are being granted comes under this Agreement, including the invoice Cloud Technology and the Content;
<br />'Submitter' means the Biller's seams under the Agreement and Order Form where Biller's Customers submit Transaction Data directly to the
<br />payment processor or credit cord processor who then processes the Transaction Data with the associated convenience fee being paid to Invoice
<br />Cloud and Invoice Cloud being responsible to pay the applicable convenience to the payment processor.
<br />"Transaction" Is a transaction conducted between a Customer and Invoice Cloud (on behalf of Submitter) utilizing either a Payment Instrument
<br />ora bill presartment in which consideration is or to be exchanged or tax is or to be due between the Customer and Biller,
<br />"Transaction Data" means is the written or electronic record of a Transaction, including but not limited to an authorization code or settlement
<br />record and Biller Data.
<br />2. Biller's Responsibilities Biller is responsible for all activity occurring under Biller's accounts and shall abide by all applicable
<br />laws, and regulations in connection with Biller's miller Its customers' and a payers' use of the Service, including these related to data privacy,
<br />communications, export or import of data and the transmission of technical, personal or other data. Biller shall: (i) notify Invoice Cloud
<br />immediately of any unauthorized use of any password or account or any other known or suspected breach of security; (ii) report to invoice
<br />Claud and immediately stop any copying or distribution of Cement that is known or suspected to be unauthorized by Biller or BiHer's Users;
<br />and (di) not impersonate another invoice Cloud user or provide false identity information to gain access to or use the Service. Biller may not:
<br />(i) send or store material containing solhvare viruses, worms, Trojan horses or other harmibl computer code, files, scripts, agents or programs;
<br />(iii) interfere with or disrupt the integrity or performance of the Service or the data contained therein; or (li) attempt to gain unauthorized
<br />25C-20
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