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Biller Agreement
<br />Invoice Cloud and the City of Redwood City
<br />REV: 03-27-25 MI
<br />ADDENDUM A
<br />BILLER TERMS AND CONDITIONS
<br />1. Definitions.
<br />The following definitions apply as used in the Agreement and in any Biller Order Form and add on Biller Order Form, now or hereafter:
<br />"Agreement" or “Biller Agreement” means these terms and conditions, the Biller Agreement, any Biller Order Form, add on Biller Order
<br />Form, whether written or submitted online and any materials available on the Invoice Cloud website specifically incorporated by
<br />reference herein;
<br />“Biller”, “you”, or “your” means the Invoice Cloud customer that has executed or agreed to the Biller Agreement, Biller Order Form
<br />and Billers Terms and Conditions whether written or submitted online;
<br />“Biller Data” means invoices and bills of the Biller as well as the Content of such invoices and bills;
<br />“Biller Order Form” means the order form referencing the service to be performed by Invoice Cloud and any add on services under
<br />any add on Biller Order Form;
<br />“Chargeback” is a reversal of a Transaction initiated by a credit card company, processor, bank or other financial institution including
<br />chargebacks, ACH rejects or reversals, disputes and other refunds or credits, that Biller previously presented to Invoice Cloud under
<br />this Agreement and includes, but is not limited to: (i) failure to issue a refund to a Customer as required; (ii) Invoice Cloud did not
<br />receive Biller’s response to a Retrieval Request within 7 days or any shorter time period required by the Payment Brand Rules; (iii) a
<br />Customer disputes the Transaction or claims that the Transaction is subject to a set-off, defense or counterclaim, or (iv) the Biller Bank
<br />Account designated by the Customer for an ACH transaction is invalid, or has insufficient funds to complete a Transaction;
<br />"Content" means the information and documents contained or made available to Biller by Invoice Cloud in the course of using
<br />the Service; “Customer” shall include customers, payers, taxpayers and users of services of Biller;
<br />"Customer Data" means name, address and contact information of Customers and associated credit card numbers and bank account
<br />numbers, excluding any data that Invoice Cloud acquired other than from the Biller or Customers;
<br />"Effective Date" means the date this Agreement is accepted by executing a Biller Order Form;
<br />“Go Live Date” means the date on which those invoice types listed on the Biller Order Form are publicly available to Customers for
<br />online payment;
<br />"Intellectual Property Rights" means unpatented inventions, patent applications, patents, design rights, copyrights, trademarks, service
<br />marks, trade names, domain name rights, mask work rights, know-how and other trade secret rights, and all other intellectual property
<br />rights, derivatives, integration components and application programming interfaces thereof, and forms of protection of a similar nature
<br />anywhere in the world;
<br />“Integration Components” means software, which integrates the Service with third party software, and any updates or
<br />revisions thereto; "Invoice Cloud" or “we” means Invoice Cloud, Inc., a Delaware corporation;
<br />"Invoice Cloud Technology" means all of Invoice Cloud's proprietary technology (including software, hardware, products, processes,
<br />algorithms, user interfaces, know-how, techniques, designs and other tangible or intangible technical material or information) made
<br />available to Biller or otherwise developed by Invoice Cloud in providing the Service;
<br />“IVR” means the software as a service which provides interactive voice and communication response functionality, automated
<br />payments by voice and text, text (SMS) messaging, and related functionality, including inbound and outbound communications;
<br />“Network” is any Payment Method provider whose payment method is accepted by Biller from Customers and which is accepted by
<br />Invoice Cloud for processing, including, but not limited to, Visa, Inc., MasterCard International, Inc., American Express, PayPal
<br />(including Pay Pal, Venmo, Pay In 4 and PayPal Credit), Discover Financial Services, LLC, and any other Payment Methods, digital
<br />wallets, credit and debit card providers, debit network providers. Network also includes the National Automated Clearing House
<br />Association ("NACHA"), with respect to Transactions involving any credit or debit entry processed over the ACH network, and any
<br />other network or clearinghouse over which any electronic check processing Transactions may be processed;
<br />“Network Fees” means all pass-through costs including interchange, PayPal brand fees, dues, assessment fees, processing fees, and
<br />similar fees, assessed by any Network, credit card or payment processers, bank card issuers, payment associations, ACH and check
<br />processers;
<br />“Network Liabilities” means any and all fines, fees, penalties, liabilities, charges and other amounts which may be imposed or
<br />assessed by the Networks or payment processors as a result of Biller’s actions, omissions, , Transactions or Chargebacks, including
<br />ATTY/AGR.2025.049/Invoice Cloud (Page 28 of 39)
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