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Biller Agreement
<br />Information of the other patty to third parties (and will ensure that its employee and agents abide by the requirements hereof), except as
<br />expressly authorized in this Agreement or otherwise required by applicable law.
<br />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
<br />taxes, levies, or duties imposed by taxing authorities, Invoice Cloud may assess and/or collect such taxes, levies, or duties against Biller and
<br />Biller shall be responsible for payment of all such taxes, levies, or duties, excluding only United States (federal or state) taxes based solely on
<br />Invoice Cloud's income. All payment obligations are non -cancellable and all amounts or fees paid are non-refundable. Unless Invoice Cloud
<br />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
<br />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
<br />question to be eligible to receive an adjustment or credit; otherwise such bill or payment is deemed correct. Invoice Cloud reserves the right
<br />to modify any pricing with respect to fees owed by the Biller upon thirty days written notice to Biller based on increases incurred by Invoice
<br />Cloud on fees, assessments, and the like from credit card processers, bank card issuers, payment associations, ACH and check processets.
<br />6. Term and Termination. The initial term of this Agreement shall be for a period of three (3) years ("Initial Term") commencing on the
<br />Effective Date on the Biller Order Form and will renew for each of additional successive three (3) year terms ("Renewal Term") unless
<br />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
<br />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 -
<br />current term. Additionally, this Agreement may be terminated by either party with cause in the event of a material breach of the terms of this
<br />Agreement by the other party and the breach remains uncured for a period of 30 days following receipt of written notice by the breaching
<br />party. For example, any unauthorized use of the Invoice Cloud Technology or Service by Biller, or its authorized users will be deemed a
<br />material breach of this Agreement. Upon any early termination of this Agreement by Invoice Cloud as a result of the breach, Biller shall
<br />remain liable for all fees and charges incurred, and all periodic fees owed through the end of the calendar month following the effective date
<br />of termination. Upon any termination or expiration of this Agreement, Biller's password and access will be disabled and Biller will be
<br />obligated to pay the balance due on Biller's account computed in accordance with the Charges and Payment of Fees section above. Biller
<br />agrees that Invoice Cloud may charge such unpaid fees to Biller's Debit Account or credit card or otherwise bill Biller for such unpaid fees.
<br />7. Invoice Cloud Responsibilities. Invoice Cloud represents and warrants that it has the legal power and authority to enter into this
<br />Agreement. Invoice Cloud warrants that the Service will materially perform the functions that the Biller has selected on. the Order Form
<br />under normal use and circumstances and that. Invoice Cloud shall use commercially reasonable measures with respect to Customer Data to
<br />the extent that it retains such, in the operation of the Service•, provided that the Biller shall maintain immediately accessible backups of the
<br />Customer Data. In addition, Invoice Cloud will, at its own expense, as the sole and exclusive remedy with respect to performance of the
<br />Service, correct any Transaction Data to the extent that such errors have been caused by Invoice Cloud or by malfunctions of Invoice Cloud's
<br />processing systems.
<br />S. Limited Warranty EXCEPT AS PROVIDED IN SECTION 7, THE SERVICES AND ALL CONTENT AND TRANSACTION DATA
<br />IS PROVIDED WITHOUT ANY EXPRESS, OR IMPLIED WARRANTY, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED
<br />WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND ALL OTHER WARRANTIES ARE
<br />HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY INVOICE CLOUD AND ITS
<br />LICENSORS AND PAYMENT PROCESSORS. INVOICE CLOUD AND ITS LICENSORS AND PAYMENT PROCESSORS DO NOT
<br />REPRESENT OR WARRANT THAT (A) THE USE OF THE SERVICE WILL BE UNINTERRUPTED OR ERROR -FREE, OR
<br />OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (B) THAT THE SERVICE
<br />WILL NOT DELAY IN PROCESSING OR PAYING, OR (C) THE SERVICE WILL MEET REQUIREMENTS WITH RESPECT TO
<br />SIZE OR VOLUME. Invoice Cloud's service may be subject to limitations, delays, and other problems inherent in the use of the internet and
<br />electronic communications. Invoice cloud is not responsible for any delays, delivery failures, or other damage resulting from such problems.
<br />Biller represents and warrants that Biller has not falsely identified itself nor provided any false information to gain access to the Service and
<br />that Bitter's billing information is correct.
<br />9. Biller's Responsibilities. Biller represents and warrants that it has the legal power and authority to enter into this Agreement. Biller is
<br />responsible for all activity occurring under Biller's accounts and shall abide by all applicable laws, and regulations in connection with
<br />Biller's and/or its customers' and a payers' use of the Service, including those related to data privacy, communications, export or import of
<br />data and the transmission of technical, personal or other data. Biller shall: (i) notify Invoice Cloud immediately of any unauthorized use of
<br />any password or account or any other known or suspected breach of security; (ii) report to Invoice Cloud and immediately stop any copying
<br />or distribution of Content that is known or suspected to be unauthorized by Biller or Biller's Users; and (iii) not impersonate another Invoice
<br />Cloud user or provide false identity information to gain access to or use the Service. Invoice Cloud is not responsible for any Biller postings
<br />in error due to delayed notification from credit card processor, ACH bank and other related circumstances.
<br />Biller is required to ensure that it maintains a fair policy with regard to the refund, return or cancellation of services and adjustment of
<br />Transactions. Biller is also required to disclose a refund, return or cancellation policies to Invoice Cloud and any applicable payment
<br />processors and Biller's Customers, as requested. Any change in a return/ cancellation policy must be submitted to Invoice Cloud, in writing,
<br />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 cancellation of
<br />services in connection with a Transaction previously processed, Biller will prepare and deliver to Invoice Cloud Transaction Data reflecting
<br />Biller Agreement Rev 2.2
<br />The complete Biller Agreement includes the Biller Order Form, the Online Terms and Conditions and this Agreement
<br />P a 9 e 12
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