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Biller Agreement
<br />Invoice Cloud and the City of Redwood City
<br />REV: 03-27-25 MI
<br />Where Invoice Cloud provides encrypted card readers, the following additional terms apply (with “products” or “device” in this Section 5 referring
<br />to the encrypted card readers):
<br />a.Invoice Cloud and the manufacturer warrants that the products provided pursuant to this Agreement will perform in
<br />accordance with the manufacturer’s published specifications. Should a product fail to conform to applicable manufacturer’s specifications,
<br />repair parts and replacement products will be furnished on an exchange basis and will be either reconditioned or new as specified below.
<br />This limited warranty does not include service to repair damage to the product resulting from accident, disaster, unreasonable use, misuse,
<br />abuse, customer’s, Reseller’s, or any other third party’s negligence, or non-manufacturer modification of the product. Invoice Cloud
<br />reserves the right to examine the alleged defective product to determine whether the warranty is applicable. Without limiting the
<br />generality of the foregoing, Invoice Cloud and the product manufacturer specifically disclaim any liability or warranty for any product
<br />resold in other than manufacturer’s original packages, and for products modified, altered, repaired, maintained, or treated by Biller, its
<br />customers, and/or any third party. Service on a defective product may be obtained by deli vering the p roduc t during the warranty period
<br />as instr ucted by Invo ice Cloud.
<br />b.The fol lowing is the rep air and repl acement policy for a defective p roduct:
<br />Replacement Requests – Biller shall promptly notif y Invoice Cloud that the de vice is not work ing , via ema il, phone call or
<br />help desk ticket. Inv oice Cloud will update and/or open a new help desk ticke t for the produ ct swap replacement requ est.
<br />Biller must p rovide the serial number of the dev ice that is n ot working.
<br />Replacement device will be shi pped to the Biller as noted on the help desk ticket i ssued by Invoice Cloud.
<br />Shipping Method: Replacement devices will be shipped via a commercial shipping service at no charge to the Biller. If Biller needs the
<br />device sent via overnight shipping there is an additional cost of $35.00 per device.
<br />Biller has 14 business days to return a device that is not working to an address specified by Invoice Cloud on the return help desk ticket,
<br />delivery or postage pre-paid. Failure to return the non-working device may result in additional fees and charges to Biller.
<br />Invoice C loud shall use reasonable ef forts to provide the encrypt ed card reader servi ce in an uninterrupted, continuou s manner. Biller
<br />understa nds and agrees that services may be periodically off line or otherwise inoperable i n order for Invoice Cloud to perform
<br />m aint enance, i nstall or test software, or f or other commercially reasonable business purposes and that during such time c ard reader
<br />service services may not be provi ded. Biller further un derstands and agrees tha t f rom time to time card reader service services may be
<br />off line o r ot herw ise inoperable as a re sult of t he failure of equipmen t or se rvi ces p rovided to the manufac turer by third parties (for
<br />example, public or private telecommunica tions services or internet nodes or facilities, over all Internet co ngestion, unavaila bility of
<br />inte rnet services, such as DNS s ervices), and that during such time Servi ces may not be provided. Furthermore, Bil ler understands and
<br />agr ees that the provisi ons of an y services and other per forman ces hereunder will be excused for any of the reasons set forth herein. In
<br />the event of unforeseen netwo rk or equipment failure, manufacturer will use c ommercially reasonable ef forts to restore th e Services in
<br />a reasonabili ty promp t fashion. Manufac turer may from time to time, in its sole discretion, modify the mann er in which it provide s
<br />services, and modify its software and systems, all of which may result in a ch ange in the manner in which manufactur er provi des the
<br />sof tware and systems provid ed, however, that such modifi cations and/or cha nges do not degrade the level of, or have a material adverse
<br />impact upon the featu res and functionality of the Services.
<br />c.EXC E PT AS P RO VI DE D IN T HI S S E C T IO N 6, I N V O IC E C LO U D A N D T HE D E V I C E M ANU FA CT U R E R M A K E N O O T HER
<br />W A RR A NT Y, E X P R E SS O R I M P LI E D , AND I NV OI C E C LO U D AN D TH E D E V I C E M A N UF AC TUR E R DI SC L A IM A N Y W ARR A NT Y O F A N Y
<br />O THER KI N D I N CLUD ING, W I TH O U T LI M IT A TI O N, AN Y W A RR A N T Y O F M E R CH A NT A B ILI T Y O R FI T NE S S F OR A P AR T IC U L AR
<br />PUR PO S E . BI L LER A G R E E S A ND A CK N O WLE D G E S T HA T A L L P RO D U C T S A N D DEV IC E S AR E OFF E R E D A N D PR O V I D E D O N A N “A S
<br />I S” B A S I S.
<br />d.Respo n s ibilities o f B iller. Bill e r is r es p on sibl e f or th e follow ing: (i ) providing Invoi ce Clo ud w it h a static IP
<br />addre ss or a specific range of s tatic IP a d d resses, (ii ) confidentia li ty o f each E n d User’s Dat a. Bille r is so lely respons ible f o r ensuring
<br />th e secu re transmissi on of any da ta that B il ler t ransm it s to Invoice Cl o u d (“Bi ller T ransm it ted I n for mation”), and Invoice Cl ou d
<br />and t he manufac tur er will h ave n o li abi li ty t herefore (prov ided that t he manufac tur er will u s e Bi ller I n formation onl y for pu rposes
<br />o f t his Agreement). Bill er is so lely res po n sible for ad optin g, impl em e n ti n g , and maintain ing a ppropriat e a n d e ffec ti ve sec uri ty
<br />m e as ures, p roce d ures, p o li ci e s, and st andards and a n y ot h er be st pract ic e s a vai lab le to prot e ct th e conf identiality of Bil ler Da ta,
<br />(iii) pr otec ting the confid e n ti ality o f any i n for mation stor e d on Biller ’s ser ver s, and (iv) using t he S e rv ic e s i n the m anner instruct e d
<br />by Inv oice Cloud and the m a n ufa ct urer and ot herwise i n t h e m anner int e n d ed.
<br />e.Network Security. Biller shall be solely responsible for ensuring that authorized Biller employees and contractors
<br />are not security risks. Upon Invoice Cloud’s request, Biller will promptly provide Invoice Cloud with any information reasonably
<br />necessary for Invoice Cloud to evaluate security issues and/or concerns relating to any authorized Biller employee and/or contractor.
<br />Each party will be solely responsible for the selection, implementation, and maintenance of security procedures and policies that are
<br />sufficient to ensure that (a) such party’s use of any network or internet connection is secure and is used only for authorized purposes,
<br />and (b) such party’s business records and data are protected against improper access, use, loss, alteration, and/or destruction.
<br />f.Biller shall provide Invoice Cloud with physical access to the devices upon request after reasonable advance notice.
<br />Biller shall not, nor allow any Third Party to, modify, repair, replace, relocate, sell, lease, assign, encumber, or otherwise tamper with any
<br />of the devices without Invoice Cloud’s express written consent. Any change of the location of any device may warrant that Biller pay
<br />Invoice Cloud any additional installation and related charges associated with such relocation, charged by Invoice Cloud’s third-party
<br />vendors. At the end of the term, Biller shall be responsible to promptly return all devices, freight prepaid by Invoice Cloud, to Invoice
<br />Cloud at the place from which devices was shipped (or as otherwise designated by Invoice Cloud) in as good condition as exists at the
<br />commencement of the term, reasonable wear and tear, and casualty, in respect thereto excepted. Biller shall use each device at all times
<br />in a proper, diligent, and workmanlike manner and in such manner as will not damage or injure the device except by the ordinary wear
<br />ATTY/AGR.2025.049/Invoice Cloud (Page 32 of 39)
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