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Biller Agreement
<br />Invoice Cloud and the City of Redwood City
<br />REV: 03-27-25 MI
<br />without limitation, Biller’s failure to comply with the Network Rules, or this Agreement and/or any agreement with any payment
<br />processor;
<br />"Order Form" or “Biller Order Form” means the form evidencing the initial subscription for the Service and any subsequent Biller Order
<br />Form, specifying, among other things, the services contracted for, the applicable Biller Pricing fees and Transactional Fees and Service
<br />Fees by Invoice Type (as listed on one or more Invoice Parameter Sheets which are part of the Biller Order Form), the billing period, and
<br />other charges, terms and conditions as agreed to between the parties, each such Biller Order Form to be incorporated into and to become
<br />a part of this Agreement;
<br />“Payment Instrument Transaction(s)” or “Transaction(s)” means a transaction conducted between Biller and its Customers with respect
<br />to an account, or evidence of an account, utilizing Payment Methods for payment in connection with the sale, lease, financing or provision
<br />of goods and/or services by Biller and/or payment of taxes (either directly or through Invoice Cloud). “Payment Instrument
<br />Transaction(s)” or “Transaction(s)” may also be used to refer to the written or electronic record of such a transaction, including, without
<br />limitation, an authorization code, settlement record, ECP file, or a credit or debit entry pursuant to and consistent with NACHA Rules
<br />or card association rules which is submitted to a processor to initiate or evidence a Transaction;
<br />“Payment Processing Agreements” means the payment and card processing agreements and merchant agreements which
<br />Invoice Cloud has directed the Biller to enter into to enable Invoice Cloud to provide the Service;
<br />“Payment Methods” means credit and debit cards, ACH, EFT and Check 21 transactions, digital wallets including but not limited to Visa,
<br />MasterCard, Amex and Discover, PayPal, Venmo, Apple Pay, Google Pay, credit instruments including PayPal Credit and PayPal Pay in
<br />4, stored value cards, loyalty cards, electronic gift cards, authorized account or access numbers, paper certificates and credit accounts
<br />that are used for Payment Instrument Transactions and listed on the Biller Order Form. From time to time Invoice Cloud may offer
<br />Biller new Payment Methods, and, in such event, Invoice Cloud will provide Biller with notice by email disclosing the pricing under
<br />which the added Payment Methods are made available. Biller will have at least thirty (30) days after the date of the notice to opt-out of
<br />the additional Payment Methods in the manner provided in the notice. If Biller does not opt-out in such time frame, then on introduction
<br />of the additional Payment Methods, Biller will be bound by the additional terms as disclosed in the notice, and the Biller Order Form
<br />will be deemed amended to reflect the changes;
<br />“Reserve Account” means a Biller account which is maintained in order to protect Invoice Cloud against the risk of, among other
<br />things, existing, potential, or anticipated Chargebacks and to satisfy the other obligations under the Agreement;
<br />"Service(s)" means Invoice Cloud's billing and payment service, the Content, the Invoice Cloud Technology and other services
<br />identified on the Biller Order Form, developed, operated, provided, and/or maintained by Invoice Cloud, accessible via
<br />www.invoicecloud.com or another designated website or IP address, or ancillary online and/or offline products and services
<br />provided to Biller by Invoice Cloud, to which Biller is being granted access under this Agreement.
<br />2. Biller’s Responsibilities.
<br />(a)Biller is responsible for all activity occurring under Biller’s account(s) and shall abide by all applicable laws and regulations as
<br />well as card association rules, NACHA rules and Payment Processing Agreements, in connection with Biller’s and/or its customers’
<br />use of the Service, including those related to data privacy, communications, export or import of data and the transmission of technical,
<br />personal or other data. Biller shall: (i) notify Invoice Cloud immediately in writing of any unauthorized use of any password or account
<br />or any other known or suspected breach of security; (ii) report to Invoice Cloud and immediately stop any copying or distribution of
<br />Content that is known or suspected to be unauthorized by Biller or Customers; and (iii) not impersonate another Invoice Cloud user
<br />or provide false identity information to gain access to or use the Service. Biller shall not: (i) send or store material containing software
<br />viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (ii) interfere with or disrupt the
<br />integrity or performance of the Service or the data contained therein; (iii) attempt to gain unauthorized access to the Service or its
<br />related systems or networks; (iv) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or
<br />make available to any third party the Service in any way; (v) modify or make derivative works based upon the Service; (vi) recreate,
<br />"frame" or "mirror" any portion of the Service on any other server or wireless or Internet-based device; (vii) reverse engineer or
<br />access the Service; or (viii) copy any features, functions or graphics of the Service.
<br />(b)Biller must designate on the Biller Order Form (and/or subsequent to execution of the Biller Order Form as requested by
<br />Invoice Cloud), at least one bank account for the deposit and settlement of funds and the debit of any Chargebacks, fees and costs,
<br />including, but not limited to Network Fees and Network liabilities, associated with the Service or the Transactions (all such designated
<br />bank accounts and all bank accounts substituted for accounts listed on the Biller Order Form shall be collectively referred to herein
<br />as the "Biller Bank Account"). You authorize Invoice Cloud to instruct its processors to initiate electronic credit entries, debit entries,
<br />and adjustments to a Biller Bank Account for amounts due to or from you in connection with this Agreement. Invoice Cloud will not
<br />be liable for any delays in receipt of funds or errors in Biller Bank Account entries caused by third parties, including but not limited
<br />to delays or errors by the Networks, payment processors, merchant acquirors or the bank.
<br />(c)The dollar amount payable to Biller for Biller’s Transactions will be equal to the amount submitted by Biller in connection with
<br />your sale Transactions, minus the sum of amounts due from Biller or debited from a Biller Bank Account, including Chargebacks,
<br />Network Fees, Network Liabilities, other fees and charges referenced on the Biller Order Form and all applicable charges and
<br />adjustments. If, however, Invoice Cloud or the processor fails to withhold Chargebacks, Network Fees or other charges or amounts
<br />due from the proceeds payable to a Biller Bank Account (including where such proceeds are insufficient to cover such obligations),
<br />or if a Biller Bank Account does not have a sufficient balance to pay amounts due from Biller under these guidelines, Invoice Cloud
<br />may pursue one or more of the following options: (i) demand and receive prompt payment from Biller for such amounts; (ii) reduce
<br />future settlement payments by the amount owed, (iii) delay presentation of refunds until a payment is made to Invoice Cloud of a
<br />sufficient amount to cover the negative balance; and (vi) pursue any remedies we may have at law or in equity.
<br />ATTY/AGR.2025.049/Invoice Cloud (Page 29 of 39)
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