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Biller Agreement
<br />Invoice Cloud and the City of Redwood City
<br />REV: 03-27-25 MI
<br />and tear of such device. In the event of damage to any device, Biller shall notify Invoice Cloud who shall replace or repair the device at
<br />Biller’s expense.
<br />g.Devices and all parts and components thereof shall retain their character as personal property and all right, title and
<br />interest in and to shall not pass to Biller or any third party, but title and ownership shall remain exclusively with Invoice Cloud. Biller shall
<br />be and shall have the duties of a bailee of the devices. Biller shall not remove, conceal, or otherwise interfere with the title or ownership
<br />plate of Invoice Cloud affixed to any device until and unless such device is purchased, and full payment is made as herein provided. If Biller
<br />sells, assigns, pledges, or attempts to sell or assign devices or any interest therein, or if Biller defaults in any of the covenants, conditions
<br />or provisions of this Agreement, it is agreed that Invoice Cloud may immediately and without notice take possession of the devices where
<br />found and remove and keep or dispose of the same and any unpaid fees shall at once become due and payable by Biller. If any step is taken
<br />by legal action or otherwise by Invoice Cloud to recover possession of any device(s) or otherwise enforce this Agreement or to collect
<br />moneys due hereunder, Biller shall promptly reimburse Invoice Cloud for allexpenses and charges incurred by Invoice Cloud, including
<br />reasonable attorney's fees.
<br />6. Kiosks (applicable where kiosks that are provided by Invoice Cloud as designated on the Biller Order Form).
<br />Kiosks (as described in the Biller Order Form) are provided to Biller for use by Invoice Cloud under a license fee provided in the Biller Order Form.
<br />Invoice Cloud provides to Biller the products (as defined below) on a license basis. Biller will be fully responsible for all kiosks including without
<br />limitation all risk of loss and damage to products while in its possession or control, save normal wear and tear.
<br />Wher e Inv oice C loud p rovides ki osks, t he fo llowi n g addi ti ona l ter ms a p p ly (with “P roduc ts” and “kiosks” in this Se ct ion 6 ref err ing t o th e
<br />kiosks and any fir mware and softw a re and appl ic a bl e docu mentat ion i n cl uded with the kio s k s a n d/o r Product , as the sa me ma y b e
<br />upgrade d , modi fi ed, a n d enhanced from t ime to tim e ):
<br />a.License . Inv o ic e Clo ud g rants to Bill er a no n -ex clusive, non-t ransf erra bl e , non-su bl ic e n s a bl e right to use th e
<br />Pro d ucts for its Cust o mers du ring th e term of this Agr e em e n t, a n d sub ject t o t he ter ms hereof. The f orego ing right includes, without
<br />lim it a ti o n , the right to i n stall and us e the P roduc ts for pur p oses reasonab ly r ela ted to th e sub je ct mat ter of thi s Agree men t, i n cludi n g, but
<br />no t li mi ted to, testing , a nd st a g ing of t he Produ ct s . A ll rig ht s n o t specifical ly gr a n ted to Bill e r h e reunde r ar e re se rve d by Invoice Cl ou d
<br />and the k ios k m anuf acture r. Any and all intel lect u al property rig ht s to the Pr od ucts shall belo n g s o lely to I n voice Clo ud and th e
<br />m a n ufa ct urer . Wi th ou t l imiting t he genera li ty o f t he f orego ing, d e li vered P roduc ts shall not be (a) copie d , di s tributed, m odif ied, tr a n s lated,
<br />adapt ed or alt e red, in p a rt or in w h o le, in a n y way or (b) dec o mpile d , disassembled o r rev e rse e n g ineer e d or unb undl ed from any produ ct
<br />no r may Bi ller see k , i n any m a n n er, t o d iscover, di scl ose or use any source c od e , pro p rie tar y a lgori thms, te chni ques or o ther Co n fi dent ial
<br />Infor ma ti on containe d there in. In addition, Bill e r may n ot p roduc e, copy, alte r, or m od if y any of the Pr o d ucts or Product pac k ag ing or
<br />label ing, or combine Products with any ot her p ro duc t or se rv ice s for sa le without prio r w ritt e n consent of I n voi ce Clo ud; such consent
<br />m a y be given or w ithheld in the so le discretion o f Invoi ce Cloud. Bill er s hall n ot e rase, r em ove, co ver , deface , o bs cure, or alter any
<br />copyri gh t, trade mark, o r p a tent notice, guara n tee, or oth er stat em ent o r mar k ing, affixed o r a p p li ed b y Invoi ce C loud o r the m a n ufa ct urer
<br />o n o r t o e ither the Pr od ucts or any ot her tec hnic al or promotio n a l material relate d to the Pr odu cts .
<br />b.Manufacturer Limited Warranty. W here Invo ic e Clo ud prov ides kiosks to Bi ller (as oppo s e d to Bi ll er contracting
<br />dir e ctly with a thi rd party for t h e p rov ision o f a kiosk), th e manu fact u rer warr a n ts t hat the P roduc ts provided pu rsuant to th is A g reement
<br />wi ll material ly pe rf or m i n accord a n ce with the m a n ufa ct urer ’s publis hed s p e ci fications. Wa rranty service is d eta il e d i n Sectio n 6(d) belo w.
<br />S ho uld the Produ ct fa il to conform t o manufac tu rer’s specificat ions , r e pair p arts a n d replac e me n t Product s will be f urni sh e d o n an
<br />exc hange basis and will be ei the r reconditio n ed or new as s pecif ied belo w. This limited wa rranty does n ot include service to repai r d a m a g e
<br />to the Product result ing from a cc ident, di sa ster, u nreasonable us e, m isuse, ab us e, t h e negligence of Bill er or any thi rd p arty, or non-
<br />m a n ufa ct urer m od if ic a ti o n o f the Produ ct . Invoice Cl ou d and the manufac turer r es erve t he right to ex am ine the all e g ed defec ti ve Pr odu ct
<br />to determi n e whether the warr anty is applicable. TH E P RODUCTS FR O M INVOICE CLOUD ARE PR O VIDE D STRICTLY “AS IS ” AND IN VOICE
<br />C LOU D AND KIO SK.COM SPE CIFICAL LY DISCL A I M ALL WARRAN T I ES AND CONDITION S , W H ETHER WRI TTEN, ORAL, E XPRESS, IMPLIED,
<br />OR S T A T UTORY, INCLUDIN G, B UT NOT L I MITED TO, W A R RANTIE S WITH RES PECT TO M ERCHAN T A BILITY OR FITNE SS F OR A
<br />PA R T I C ULA R PUR POSE, NO N-I NF RING EMENT, O R W A RRANTIES A R I S I NG F ROM USAG E OF TR A DE, COU RS E OF PE RFO R MANCE O R
<br />D EALING .
<br />h.Term and Effect of Termination. Minimum fee charges as provided in the Biller Order Form shall apply from the earlier
<br />of four weeks from date of delivery to Biller of each applicable kiosk or the date that the kiosk is operational. Notwithstanding anything to the
<br />contrary in the Biller Agreement, and notwithstanding anything to the contrary in any limitation of liability provision in the Biller Agreement,
<br />in the event that the Biller Agreement or other agreement between Invoice Cloud and the Biller permits Biller to terminate the Agreement or
<br />any order relating to kiosks for the Biller’s convenience, Biller shall pay on the effective date of such termination: (a) all amounts due for the
<br />use of and all transaction fees due for use of the kiosks as of the effective date of termination; (b) all amounts that would have been due to
<br />Invoice Cloud through the end of the later of the term referenced in the Biller Agreement or the term of the kiosks referenced in the Biller
<br />Order Form, notwithstanding the termination, based on the minimum transaction fees on the Biller Order Form times the number of months
<br />remaining in the term in the Biller Order Form immediately prior to the effective date of termination, (c) all amounts due from Biller to the
<br />manufacturer for services or parts procured, and (d) any committed and non-cancellable amounts for equipment, Products or kiosks,
<br />purchased by Invoice Cloud as a result of Biller’s order of kiosks.
<br />i.Warranty Service. Service may be ob tained as follows u n d er the Ad vanced E xch a n g e and Field Ser vi ce W a rra n ty
<br />fro m Kio sk .c om:
<br />Advanced Exchange and Field Service Warranty provides a factory parts stocking plan with overnight shipping designed to minimize business
<br />disruption. The bundled warranty covers replacement of any failed part or workmanship, as well as the Field Service Technician site visit
<br />expense to implement the replacement part swap.
<br />ATTY/AGR.2025.049/Invoice Cloud (Page 33 of 39)
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