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Biller Agreement
<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 in
<br /> 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 to
<br /> 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 processers
<br /> 6. Term and Termination. The initial term of this Agreement shall be for a period of one (1) year ("Initial Term") commencing on the
<br /> Effective Date on the Biller Order Form and will renew for each of additional successive one (1) year terns ("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 sixty (60)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 terns 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 party
<br /> For example, any unauthorized use of the Invoice Cloud Technology or Service by Biller, or its authorized users will be deemed a material
<br /> breach of this Agreement. Upon any early termination of this Agreement by Invoice Cloud as a result of the breach, Biller shall remain liable
<br /> for all fees and charges incurred,and all periodic fees owed through the end of the calendar month following the effective date of termination.
<br /> Upon any termination or expiration of this Agreement, Biller's password and access will be disabled and Biller will be obligated to pay the
<br /> balance due on Biller's account computed in accordance with the Charges and Payment of Fees section above Biller agrees that invoice Cloud
<br /> 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 Agreement.
<br /> Invoice Cloud warrants that the Service will materially perform the functions that the Biller has selected on the Order Form under normal use
<br /> and circumstances and that. Invoice Cloud shall use commercially reasonable measures with respect to Customer Data to the extent that it
<br /> retains such, in the operation of the Service, provided that the Biller shall maintain immediately accessible backups of the Customer Data. In
<br /> addition, invoice Cloud will, at its own expense, as the sole and exclusive remedy with respect to performance of the Service, correct any
<br /> Transaction Data to the extent that such errors have been caused by Invoice Cloud or by malfunctions of invoice Cloud's processing systems.
<br /> S.Limited Warranty EXCEPT AS PROVIDED iN SECTION 7,THE SERVICES AND ALL CONTENT AND TRANSACTION DATA IS
<br /> 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 PAYivIENT PROCESSORS DO NOT
<br /> REPRESENT OR WARRANT THAT(A)THE USE OF THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE,OR OPERATE
<br /> IN' COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (B) THAT THE SERVICE WILL NOT
<br /> DELAY 1N PROCESSING OR PAYING, OR (C) THE SERVICE WILL MEET REQUIREiMENTS WITH RESPECT TO SIZE OR
<br /> VOLUME. Invoice Cloud's service may be subject to limitations,delays, and other problems inherent in the use of the internet and electronic
<br /> communications. invoice cloud is not responsible for any delays, delivery failures, or other damage resulting from such problems. Biller
<br /> represents and warrants that Biller has not falsely identified itself nor provided any false information to gain access to the Service and that
<br /> Biller'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 Biller's
<br /> and/or its customers' and a payers' use of the Service, including those related to data privacy, communications, export or import of data and
<br /> the transmission of technical,personal or other data. Biller shall (i)notify Invoice Cloud immediately of any unauthorized use of any password
<br /> or account or any other known or suspected breach of security; (ii) report to Invoice Cloud and immediately stop any copying or distribution
<br /> of Content that is known or suspected to be unauthorized by Biller or Biller's Users.and(iii)obtain consent from Biller's customers and payers
<br /> to receive notifications and invoices from Invoice Cloud Invoice Cloud is not responsible for any Biller postings in error due to delayed
<br /> 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 processors
<br /> and Biller's Customers,as requested. Any change in a return/cancellation policy must be submitted to Invoice Cloud,in writing, not less than
<br /> 21 days prior to the effective date of such change If Biller allows or is required to provide a price adjustment, or cancellation of services in
<br /> connection with a Transaction previously processed, Biller will prepare and deliver to Invoice Cloud Transaction Data reflecting such
<br /> refund/adjustment within 2 days of resolution of the request resulting in such refund/adjustment The amount of the refund/adjustment cannot
<br /> exceed the amount shown as the total on the original Transaction Data. Biller may not accept cash or any other payment or consideration from
<br /> a Customer in return for preparing a refund to be deposited to the Customer's account; nor may Biller give cash/check refunds to a Customer
<br /> in connection with a Transaction previously processed, unless required by applicable law
<br /> Biller Agreement Rev 3.0
<br /> The complete Biller Agreement includes the Biller Order Form,the Online Terms and Conditions and this Agreement
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