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Biller Agreement
<br /> 1.License Grant&Restrictions.Subject to execution by Biller of the Invoice Cloud Biller Order Form incorporating this Agreement,Invoice
<br /> Cloud hereby grants Biller a non-exclusive, non-transferable, worldwide right to use the Service described on the Biller Order Form until
<br /> termination as provided herein,solely for the following purposes,and specifically to bill and receive payment from Biller's own customers,for
<br /> Services that are referenced in the Biller Order Form. All rights not expressly granted to Biller are reserved by Invoice Cloud and its licensors.
<br /> Biller will provide to Invoice Cloud all Biller Data generated for Biller's Customers. Unless otherwise expressly agreed to in writing by Invoice
<br /> Cloud to the contrary,Invoice Cloud will process all of Biller's Customers' Payment Instrument Transactions requirements related to the Biller
<br /> Data and will do so via electronic data transmission according to our formats and procedures for each electronic payment type selected in the
<br /> Biller Order Form. In addition,Biller will sign all third party applications and agreements required for the Service including without limitation
<br /> payment and credit card processing agreements and merchant agreements. For invoice types listed on the Order Form (e.g. real estate taxes,
<br /> utility bills,birth certificates,parking tickets,event tickets,etc.),Biller will not use the credit card processing,ACH or check processing of any
<br /> bank, payment processor, entity, or person, other than Invoice Cloud via electronic data transmission or the authorization or processing of
<br /> Biller's Customers' Payment Instrument Transactions for each electronic payment type selected in the Biller Order Form throughout the term
<br /> of this Agreement.Not withstanding the forgoing,biller is permitted to utilize the existing bank for auto-pay ACH transactions.
<br /> Biller shall not:(i)license,sublicense, sell,resell,transfer,assign,distribute or otherwise commercially exploit or make available to any third
<br /> party the Service in any way; (ii)modify or make derivative works based upon the Service; (iii) Recreate, "frame" or"mirror" any portion of
<br /> the Service on any other server or .wireless or Internet-based device; (iv) reverse engineer or access the Service; or(v) copy any features,
<br /> functions or graphics of the Service.
<br /> 2. Privacy & Security. Invoice Cloud's privacy and security policies may be viewed at littp:H%v%v%v.iiivoicecioud.com/Drivacv.litml. invoice
<br /> Cloud reserves the right to modify its privacy and security policies in its reasonable discretion from time to time which modification shall not
<br /> materially adversely impact such policies.Invoice Cloud will maintain compliance with current required Payment Card Industry(PCI)standards
<br /> and Cardholder Information Security standards.
<br /> 3.Account Information and Data.Invoice Cloud does not and will not own any Customer Data,in the course of providing the Service.Biller,
<br /> not Invoice Cloud, shall have sole responsibility for the accuracy, quality, integrity, legality, and reliability of, and obtaining the intellectual
<br /> property rights to use and process all Customer Data. In the event this A,-,reement is terminated, Invoice Cloud will make available to Biller a
<br /> file of the Customer Data within 30 days of termination of this Agreement(or at a later time if required by applicable law), if Biller so requests
<br /> at the time of termination. Invoice Cloud reserves the right to remove and/or discard Customer Data with 30 days notice except as prohibited
<br /> by applicable law or in the event of exigent circumstances which makes prior notice impracticable, and in which case,notice will be provided
<br /> promptly thereafter.
<br /> 4. Confidentiality / Intellectual Property Ownership. Invoice Cloud agrees that it may be furnished with or otherwise have access to
<br /> Customer Data that the Biller's customers considers being confidential. Invoice Cloud agrees to secure and protect the Customer Data in a
<br /> manner consistent with the maintenance of Invoice Cloud's own Confidential Information,using at least as great a degree of care as it uses to
<br /> maintain the confidentiality of its own confidential information,but in no event use less than commercially reasonable measures. invoice Cloud
<br /> will not sell,transfer, publish,disclose, or otherwise make available any portion of the Customer Date to third parties, except as required to
<br /> perform the Services under this Agreement or otherwise required by applicable law.
<br /> Invoice Cloud(and its licensors,where applicable)owns all right,title and interest,including all related Intellectual Property Rights, in and to
<br /> the Invoice Cloud Technology, the Content and the Service and any enhancement requests, feedback, integration components, suggestions,
<br /> ideas, and application programming interfaces, recommendations or other information provided by Biller or any other party relating to the
<br /> Service. In the event any such intellectual property rights in the invoice Cloud Technology, the Content or the Service do not fall within the
<br /> specifically enumerated works that constitute works made for hire under applicable copyright laws or are deemed to be owned by invoice
<br /> Cloud,Biller hereby irrevocably,expressly and automatically assigns all right,title and interest worldwide in and to such intellectual property
<br /> rights to Invoice Cloud. The Invoice Cloud name, the Invoice Cloud logo,and the product names associated with the Service are trademarks
<br /> of invoice Cloud or third parties,and no right or license is granted to use them.
<br /> Biller agrees that during the course of using or gaining access to the Service (or components thereof) it may be furnished with or otherwise
<br /> have access to information that Invoice Cloud considers to be confidential including but not limited to Invoice Cloud Technology, customer
<br /> and/or prospective customer information, pricing and financial information of the parties which are hereby deemed to be Invoice Cloud
<br /> Confidential Information, or any other information by its very nature constitutes information of a type that any reasonable business person
<br /> would conclude was intended by Invoice Cloud to be treated as proprietary, confidential, or private (the "Confidential Information"). Biller
<br /> agrees to secure and protect the Confidential Information in a manner consistent with the maintenance of Invoice Cloud's rights therein,using
<br /> at least as great a degree of care as it uses to maintain the confidentiality of its own confidential information, but in no event use less than
<br /> reasonable efforts. Biller will not sell,transfer, publish,disclose,or otherwise make available any portion of the Confidential Information of
<br /> the other party to third parties(and will ensure that its employee and agents abide by the requirements hereof),except as expressly authorized
<br /> in this Agreement or otherwise 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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