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BILLCRS TERMS AND CONDITIONS (www.I,,gypigpcloud.emn/termsandcunditiuns)
<br />1. DeMitlons.
<br />As used in the Agreement and in any Biller Order Form now or hereafter:
<br />"Agreement" or "Biller Agreement" means these terns and conditions, any Biller Order Form, whether written or submitted online and any
<br />materials available on the Invoice Cloud website specifically incorporated by reference herein;
<br />"Biller Data" means invoices and bills of the Biller;
<br />"Chargeback" 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 (]its Agreement;
<br />"Content" means the information and documents contained or made available to Biller by Invoice Cloud in the course of using the Service;
<br />"Customer" shall include customers, taxpayers and users of services of Biller;
<br />"Customer Data" means any data, 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 using the Service;
<br />"Effective Data" means the earlier of either 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 other intellectual property rights,
<br />derivatives, integration components and application programming interfaces thereof, and forms of protection of similar nature anywhere in
<br />the world;
<br />"Invoice Cloud" means collectively Invoice Cloud, Inc., a Delaware corporation;
<br />"Invoice Cloud Technology" means all of Invoice Cloud's proprietary technology (including software, hadwan, products, processes,
<br />algorithms, user interlaces, know-how, techniques, designs and other tangible or intangible 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 card association or issuer, or representatives or members thereof that
<br />Biller accepts tion Customers as payment for the Services. Payment Instrument Transactions include, but are not limited to, transactions
<br />processed by credit and debit cards, ACII, RFT and Check 21 transactions, stored value cards, loyalty earns, electronic gift cards, authorized
<br />account or access numbers, paper certificates and credit accounts.
<br />"Order Fonn);11 or "Biller Order Form" means the 'form evidencing the Initial subscription for the Service and any subsequent Biller Order
<br />Form, spociiying, among other things, the services contracted for, the applicable fees, the billing period, and other charges as agreed to between
<br />the parties, each such Biller Order Form to be incorporated into and to become a part of this Agreement (in the event of any conflict between
<br />the terms of this Agreement and the terms of any such Biller Order Form, the terms of this Agreement shall prevail);
<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 Chargob toles and to satisfy the other obligations under the Agreement.
<br />"Service(s)" means Invoice Cloud's billing and payment service, the Content, the Invoice Cloud 'technology and other corporate services
<br />identified on the Biller Order Form, developed, oporatad, and/or maintained by Invoice Cloud, accessible via www,invoicecloud.com or
<br />another designated web site or IP address, or ancillary online or offline products and services provided to Biller by Invoice Cloud, to which
<br />Biller are being granted access under this Agreement, including the invoice Cbud Technology and the Content;
<br />"Submitter" moans the Billor's am hot under the Agreement and Order Form where Billor's Customers submit Transaction Data directly to the
<br />payment processor or credit card processor who than processes the Transaction Data with the associated convenience tee being paid to Invoice
<br />Claud and Invoice Cloud being responsible to pay the applicable convenience to the payment processor,
<br />"Transited on" is a transaction conducted between a Customer and Invoice Cloud (on behalf of Submitter) utilizing either Payment Instrument
<br />or a bill presentment in which consideration is or to be exchanged or tax is or to be due between the Customer and Biller;
<br />"Transaction Dam" means is the written or electronic record of a Transaction, including but not Iimfted to an authorization code or settlement
<br />record and Biller Data,
<br />2. Biller's Responsibilities Biller is responsible fpr all activity occurring under Biller's accounts and shall abide by all applicable
<br />laws, and regulations in connection with Biller's and/or Its customers' and a payers' use of the Service, including those 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; (if) report to Invoice
<br />Cloud and immediately stop any copying or distribution of Content that is (mown or suspected to be unauthorized by Biller or Biller's Users;
<br />and (ii) not impersonate another Invoice Cloud user or provide false identity information to gain access to or use the Service. Biller may not:
<br />(f) send or store material containing software viruses, wornns, Trojan horses or other harmful 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 (fit) attempt to gain unauthorized
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