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3. Chargebacks If Biller is subject of excessive Chargebacks, in addition to our other remedies under this Agreement, Invoice Cloud
<br />(or the payment processor) may lake the following actions: (1) request that Biller in every case commence issuing refund and related payments
<br />directly to Customer; (it) notify Biller of a new rate that will be charged to process Chargobacks; (iii) collect from Biller an amount reasonably
<br />determined by Invoice Cloud (or the payment processor) to be sufficient to cover anticipated Chargebacks and all related fees, penalties,
<br />expenses, and foes or request a Reserve Amount (where a Reserve Account is noted trader the Biller Order Farm or as otherwise required
<br />under the terms of this Agreement or other agremneot with Invoice Cloud or any payment processor); or (iv) terminate the Agreement. Biller
<br />also agrees to pay any and all penalties, fees, fines and costs assessed against Invoice Cloud (or the payment processor) relating to your
<br />violation of this Agreement, or other agreement tainted thereto.
<br />Biller agrees that it is fully liable if any Transaction, for which Invoice Cloud las provided Biller credit or paid Biller, is the subject of a
<br />Chargeback or ACH rejects or reversals or other refunds or credits. To the extent Invoice Cloud has paid or may be called upon to pay a
<br />Chargeback, refund or adjustment for or on the account of a Customer and Biller does not reimburse us as provided for in this Agreement, or
<br />has insufficient funds to draw from in the Billers Debit Account (to the extent applicable as provided in Section 4 below) then for the purpose
<br />of our obtaining reimbursement of such sums paid or anticipated to be paid, Biller shall indemnify, defend and hold Invoice Cloud hamiles;
<br />therefrom. The Billets Debit Account will contain sufficient funds to cover any estimated exposure based on reasonable criteria for
<br />Chargebacks, ACH rejects or reversals, credits, returns, and all additional liabilities anticipated under this Agreement, including, but not limited
<br />to Chargebacks, fines, fees and penalties. Invoice Claud may (but is net required to) apply funds in the Billets Debit Account (to the extent
<br />applicable as provided in Section 4 below) toward, and set off any Rinds that would otherwise be payable to Biller against, the satisfaction of
<br />any amounts which are or may become due from Biller pursuant to this Agreement Invoice Cloud may, at Its sole discretion, collect fees
<br />related to Chargebacks and ACH rejects and reversals, or ether refunds or credits from Biller's customers.
<br />The following are some of the most common reasons for Chargebaclre; in no way is this Intended to be an exhaustive list of possible
<br />Chargeback reasons:
<br />(1) Failure to issue a refund to a Customer as required.
<br />(2) Invoice Cloud did not receive Biller's response to a Retrieval Request within 7 days or any shorter time period required by the Payment
<br />Brand Rules.
<br />(3) A Customer disputes the Transaction, or claims that the Transaction is subject to a setroft; defense, or counterclaim
<br />Invoice Cloud may receive a Chargeback from a Transaction, an AMEX credit card Service or otherwise, where the possibility of Chargebacks
<br />are noted as part of the Service. Some common reasons for Chargebacks are listed. In the event that Invoice Claud receives a Chargeback,
<br />Biller shall reimburse Invoice Cloud for such Chargebacks (which may include Invoice Cloud withdrawing such amounts from the Biller's
<br />Debit Account). In addition, Biller shall be responsible to invoice Cloud for charges against any reserves required by payment or credit card
<br />processors; and any Chargebacks, by any party, including without limitation Chargelarmis claimed by any payment and credit card processors,
<br />bank, or other financial services organization,
<br />4. Certain Co atruetual Terms.
<br />Biller shall indemnify and hold Invoice Cloud, its licensors and Invoice Cloud's, subsidiaries, affiliates, officers, directors, employees,
<br />attorneys, agents, and payment processors harmless door 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: (t) charge against any reserves required by payment or credit card processors; (it) a Chargeback,
<br />by any party, including without limitation Chargebacks claimed by any payment and credit card processors, bank, or other financial services
<br />organization; (iii) that use of any Customer Data infringes the rights of a third party; (iv) a violation by Biller of Biller's representations and
<br />warranties or the breach by Biller or Biller's Users of this Agreement including without limitation incomplete or inaccurate Transaction Data;
<br />or (v) relating directly or Indirectly to Biller s or its authorized users' use of the Service. Invoice Cloud may receive a Chargeback from a
<br />Transaction whera Biller Ims a submitter agreement, an AMEX credit card Service or otherwise, where the possibility of Chargebacks are noted
<br />as part of the Service. Some common reasons for Chargebacks are listed at www.invoicecloud,com/tttiiisandeoilditipM, rts,;g. In the event that
<br />Invoice Cloud receives a Chargeback, Biller shall reimburse Invoice Cloud for such Chargebacks (which may include Invoice Cloud
<br />withdrawing such amounts from the Biller's Debit Account).
<br />INVOICE CLOUD'S AGGREGATE LIABILITY SHALL BE UP TO AND NOT EXCEED THE AMOUNTS ACTUALLY PAID BY
<br />AND/OR DUE FROM BILLER IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO
<br />SUCH CLAIM, IN NO EVENT SI4ALL INVOICE. CLOUD AND/OR ITS LICENSORS BE LIABLE TO ANYONE FOR ANY INDIRECT,
<br />PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE
<br />OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THIS SERVICE, EVEN IF THE
<br />PARTY FROM WHICH DAMAGES ARE BEING SOUGHT OR SUCH PARTY'S LICENSORS HAVE BEEN PREVIOUSLY ADVISED
<br />OF THE POSSIBILITY OF SUCH DAMAGES. Certain stales and/or jurisdictions do not allow the exclusion of implied warranties or
<br />limitation orliabibty for incidental, Consequential or certain other types of damages, so the exclusions set forth above may not apply to Biller,
<br />To the extent that the Bitter's Agreement does not have a Biller Indemnification or limitation of liability clause respectively, the above clauses
<br />shall control and be binding on the Biller.
<br />6. Biller Deposit Account Automatic Debit (Applicable where Biller Debit Account has been designated on the Biller Order
<br />Form)
<br />Where Biller authorizes Invoice Cloud's receipt of all fees and periodic fees referenced in the Biller Order Form - from payments made by
<br />Customers, or from credit card processers, bank card issuers, payment associations, ACH and check processors, as applicable Except where
<br />prohibited by applicable law, Biller shall establish a Deposit Accotmt(s) whereby Invoice Cloud will automatically withdraw from the Biller's
<br />account(s) used for this purpose (`Killer's Debit Accounl(s)") the fees and periodic fees referenced in the Order Form and any Chargebacks,
<br />ACFI rcjects or reversals, refunds and other fees due hereunder resulting therefrom. Biller shall be responsible for and pay all fees or charges
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