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Biller Agreement
<br />such refund/adjustment within 2 days of resolution of the request resulting in such refund/adjustment. The amount of the refund/adjustment
<br />carrot exceed the amount shown as the total on the original Transaction Data. Biller may not accept cash or any other payment or
<br />consideration from a Customer in return for preparing a refund to be deposited to the Customer's account; nor may Biller give cash/check
<br />refunds to a Customer in connection with a Transaction previously processed, unless required by applicable law
<br />10. Indemnification. Invoice Cloud shall indemnify and hold Biller, employees, attorneys, and agents, harmless from any losses, liabilities,
<br />and damages (including, without limitation, Biker's costs, and reasonable attorneys' fees) arising out: (i) failure by Invoice Cloud to
<br />implement commercially reasonable measures against the theft of the Customer Data; or (ii) its total failure to deliver fands processed by
<br />Invoice Cloud as required hereunder (which relates to payments due from Invoice Cloud for Transaction Data). This indemnification does not
<br />apply to any claim or complaint relating to Bitter's failure to resolve a payment dispute concerning debts owed to Biller or Biller's negligence
<br />or willful misconduct or violation of any applicable agreement or law.
<br />Biller shall indemnify and bold Invoice Cloud, its licensors and Invoice Cloud's, subsidiaries, affiliates, officers, directors, employees,
<br />attorneys, agents, and payment processors harmless from and against any and all claims, costs, damages, losses, liabilities and expenses
<br />(including attorneys' fees and costs) arising out of or in connection with any claim, cause of action, lawsuit, administrative or criminal
<br />investigation, charge, action or claim alleging: (i) that use of the Customer Data infringes the rights of a third party; (ii) a violation by Biller
<br />of Biller's representations and warranties or the breach by Biller or Biller's Users of this Agreement including without limitation hlcomplete
<br />or inaccurate Transaction Data; or (iii) relating directly or indirectly to Biller's or its authorized users' use of the Service.
<br />11. Limitation of Liability. INVOICE CLOUD'S AGGREGATE LIABILITY SHALL BE UP TO AND NOT EXCEED THE AMOUNTS
<br />ACTUALLY PAID BY AND/OR DUE FROM BILLER IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE
<br />EVENT GIVING RISE TO SUCH CLAIM. IN NO EVENT SHALL INVOICE CLOUD AND/OR ITS LICENSORS BE LIABLE TO
<br />ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL (INCLUDING LOSS OF
<br />DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED
<br />WITH THIS SERVICE, EVEN IF THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT OR SUCH PARTY'S LICENSORS
<br />HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Certain states and/or jurisdictions do not allow
<br />the exclusion of implied warranties or limitation of liability for incidental, consequential or certain other types of damages, so the exclusions
<br />set forth above may not apply to Biller.
<br />12. Export Control. The Biller agrees to' comply with United States export controls administered by the U.S. Department of Commerce, the
<br />United States Department of Treasury Office of Foreign Assets Control, and other US. agencies.
<br />13. 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
<br />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
<br />account information for Biller, and for Invoice Cloud, to Invoice Cloud, Inc., 35 Braintree Hill Office Park, Suite 100, Braintree, MA 021.84
<br />Attention: Client Services, Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or posting (if sent
<br />by first class mail or pre -paid post) er 12 hours after sending (if sent by email).
<br />14. Assignment. This Agreement may not be assigned by either party without the prior written approval of the other party, but may be
<br />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
<br />assignment in violation of this section shall be void.
<br />15. Insurance.
<br />Invoice Cloud agrees to maintain in ful I force and effect during the term of the Agreement, at its own cost, the following coverages:
<br />a. Commercial General or Business Liability Insurance with minimum combined single limits of One Million ($1,000,000) each
<br />occurrence and Two Million ($2,000,000) general aggregate,
<br />b. Umbrella Liability Insurance with minimum combined single limits of Five Million ($5,000,000) each occurrence and Five Million
<br />($5,000,000) general aggregate.
<br />o. Automobile Liability Insurance with minimum combined single limits for bodily injury and property damage of not less than One
<br />Million ($1,000,000) for any one occurrence, with respect to each of the Invoice Cloud's owned, hired or non -owned vehicles
<br />assigned to or used in performance of the Services.
<br />d. Errors and Omissions Insurance (Professional Liability and Cyber Insurance) with limits of liability of at least One Million Dollars
<br />($1,000,000) per claim and in the aggregate.
<br />1.6. Immigration Laws. For Services performed within the United States, Invoice Cloud will assign only personnel who are either citizens
<br />of the United States or legally eligible to work in the United States, Invoice Cloud represents and warrants that it has complied and will
<br />comply with all applicable irnnrigration laws with respect to the personnel assigned to the Biller.
<br />Biller Agreement Rev 2.2
<br />ne complete Biller Agreement includes the Biller Order Fonn, the Online Tenns and Conditions and this Agreement
<br />P a g e 13
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