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Biller agreement
<br /> 10. Indemnification. Invoice Cloud shall indemnity and hold Biller, employees, attorneys, and agents, harmless from any losses, liabilities,
<br /> and damages(including,without limitation Biller's costs and reasonable attorneys' fees)arising out:(i)failure by Invoice Cloud to implement
<br /> commercial) re p
<br /> y reasonable measures against the theft of the Customer Data; or(ii) its total failure to deliver funds processed by Invoice Cloud
<br /> as required hereunder(which relates to payments due from Invoice Cloud for Transaction Data). This indemnification does not apply to any
<br /> claim or complaint relating to Biller's failure to resolve a payment dispute concerning debts owed to Biller or Biller's negligence or willful
<br /> misconduct or violation of any applicable agreement or law
<br /> 11. Fees.
<br /> Invoice Cloud will not charge fees related to the initial setup, initial implementation and personalization of its standard Service unless a fee is
<br /> included in the Biller Order Form Invoice Cloud will charge the Biller or payer fees as provided in the Biller Order Form. In addition,Invoice
<br /> Cloud reserves the right to charge for changes to the setup, implementation or personalization performed after the completion of initial setup
<br /> or implementation and any other requested work or changes including the following services,at its then standard rates:
<br /> • new file/biller set up
<br /> • template changes
<br /> • custom reports and other custom development
<br /> • new bill printer support
<br /> • invoice file format changes resulting in revision of integration/data translation
<br /> • re-implementation of a site/system and/or new billing system
<br /> • payment file revisions
<br /> • loading pdfs and importing/loading invoices
<br /> • conversion of biller customer registrations/passwords(post initial implementation)
<br /> • balance forward of invoices
<br /> • other out of scope services
<br /> 12. Limitation of Liability. INVOICE CLOUD'S AGGREGATE LIABILITY SHALL BE UP TO AND NOT EXCEED THE AMOUNTS
<br /> ACTUALLY PAID BY AND/OR DUE FROM BILLER IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE
<br /> EVENT GIVING RISE TO SUCH CLAIM. IN NO EVENT SHALL INVOICE CLOUD AND/OR ITS LICENSORS BE LIABLE TO
<br /> ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEiMPLARY, INCIDENTAL, CONSEQUENTIAL (INCLUDING LOSS OF
<br /> DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED
<br /> WITH THIS SERVICE, EVEN IF THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT OR SUCH PARTY'S LICENSORS
<br /> HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.Certain states and/or jurisdictions do not allow the
<br /> exclusion of implied warranties or limitation of liability for incidental, consequential or certain other types of damages, so the exclusions set
<br /> forth above may not apply to Biller.
<br /> 13. Export Control.The Biller agrees to comply with United States export controls administered by the U.S. Department of Commerce,the
<br /> United States Department of Treasury Office of Foreign Assets Control,and other U.S.agencies.
<br /> 14. Notice. Either party may give notice by electronic mail to the other party's email address (for Biller, that address on record on the Biller
<br /> Order Form, or by written communication sent by first class mail or pre-paid post to the other party's address on record in Invoice Cloud's
<br /> account information for Biller,and for Invoice Cloud,to Invoice Cloud, Inc., 30 Braintree Hill Office Park, Suite 303, Braintree, MA 02184
<br /> Attention:Client Services. Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or posting(if sent by
<br /> first class mail or pre-paid post)or 12 hours after sending(if sent by email).
<br /> 15.Assignment.This Agreement may not be assigned by either party without the prior written approval of the other party,but may be assigned
<br /> without such party's consent to(i)a parent or subsidiary,(ii)an acquirer of assets,or(iii)a successor by merger.Any purported assignment in
<br /> violation of this section shall be void.
<br /> 16.Insurance.
<br /> Invoice Cloud agrees to maintain in full force and effect daring the term of the Agreement,at its own cost,the following coverages:
<br /> a. Commercial General or Business Liability Insurance with minimum combined single limits of One Million ($1,000,000) each
<br /> occurrence and Two Million($2,000,000)general aggregate
<br /> b. Umbrella Liability Insurance with minimum combined single limits of Five Million ($5,000,000)each occurrence and Five Million
<br /> ($5,000,000)general aggregate.
<br /> Biller Agreement
<br /> 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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