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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 />commercially 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 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, EXEMPLARY, 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 during 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 />"The complete Biller Agreement includes the Biller Order Form. the Online Terms and Conditions and this Agreement
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