Agmt25 Invoice Cloud, Inc. - Laserfiche WebLink

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Biller Agreement Invoice Cloud and the City of Redwood City REV: 03-27-25 MI such as DNS services), and that durin g suc h time Service s may not be provided. Furthermore, Biller understands and agrees that the provisions of services and othe r performa nces hereun der will be excused for any of the reasons s et forth herei n. In the even t of unforeseen netw ork or e quipment failure, t he manufact urer will use commercially reasonable efforts t o restore the services in a reason ably prompt fashi on. The manufacturer may from time to time, in its sole discretion, modify the manner in which it provid es services and modify its software a nd systems, all of which may result i n a cha nge in the m anner i n which the manufacturer pro vides the soft ware a nd systems; provided, however, that such modifications and/or changes will not degrade the leve l of, or have a material advers e impact upon, the features and functionality of the product or services. h.Responsibilities of Biller. 1.Biller will be responsible for the fo llowi ng: (i) providing Invoice Cloud with a static IP address or a specific range of static IP addresses, and (ii) conf identiality of End User’s Data. Biller is solely resp o nsible for ensuring the secure transmission of any data that Biller transmits to Invoice Cloud (“Bil ler Transmit ted Information”), an d Invoice Cloud a nd manu facture r will have no liability therefore. Bil ler is solely responsible for adopting, i m plementing, and maintaining appropri ate and effect ive security measu res, procedures, policies, and standards, and any other best practice a vailable to protect the confidentiality of Bi ller Transmitted I nforma tion, (iii) protect ing the confiden tialit y of any information stored on B iller’s servers, and (iv) using the Services in the manner instructed by Invoice Cloud and the manufa cturer and otherwise in the manner intended. 2.Bi ller s hall be solel y respons ible for ensuring that B il ler’s emplo yees and contractors a re n ot securit y risks. Bi ller will be solel y r es po n sible fo r the selec ti on, i mplement atio n , a n d m aintenanc e of s e cur it y p roced u res and po li ci e s th a t a re suff ic ient to ensur e tha t (a ) Bi ller’s use of the Net work Connec ti on i s se cur e a n d is used onl y fo r authori z ed purp oses, and (b ) Bi ller’s bu s iness rec o rds and da ta a re pr otec ted a g a inst improper access, us e , loss , alt eration or d es tr uction. 3 Bi ller sh a ll pr ovid e Inv oice C loud or t he manufac turer with p hysi cal access to the kio s k s upon re quest af ter reasonable advanc e no ti ce. Bi ller sha ll n o t, n o r al low a n y thi rd party to, m odif y, repair, relo cate, se ll, lease, ass ign, e n cumb e r, or o therwis e tamper with any of the ki o sks without Inv oice Cloud’s or the manu fact u rer ’s e xpre ss wri tten c onsent. Any change of the lo cation of th e kiosks may wa rrant th a t Bil ler pa y Inv oice Clo ud any ad d it ional install atio n a n d rel a ted charges associate d with suc h rel o cation, char g e d by Invoic e Clo ud’s thi rd-party vendors. At the end o f t h e term, Bille r sha ll b e r es po n sible to d e -install all ki osks, r e tu rn a ll ki o sks, fre ight prepaid by B il ler , t o Inv o ic e Clo ud a t t h e p lace fr om wh ich kio sk s w a s shi p ped (or as otherwise desi gna ted by I n voi ce Cloud) in a s goo d condi ti on a s e xists at the com me n cement o f the term, rea sonab le wear a n d te a r, exc e pted . B il ler s hal l u se a n d ensure that t he ki osks ar e at al l tim e s used in a wo rkmanl ike manne r a n d i n suc h manner as wi ll not damage o r inj ure th e ki osks exc e p t by the o rdina ry w e a r a n d tea r of su ch kiosks. In th e e vent of d am a g e to a n y kiosks, Biller shall promptly n otify Invoice Cloud who shal l replac e or r e p air the kiosks at Bill er’s ex p ens e . i.Personal Property of Invoice Cloud. Kiosks and all parts and components thereof shall retain its character as personal property and all right, title and interest thereto shall not pass to Biller, but title and ownership shall remain exclusively with Invoice Cloud. Biller shall be and shall have the duties of a bailee of the kiosks. Biller shall not remove, conceal or otherwise interfere with the title or ownership plate of Invoice Cloud affixed to kiosks. If Biller sells, assigns or attempts to sell or assign kiosks or any interest therein, or if Biller defaults in any of the covenants, conditions or provisions of this Agreement, it is agreed that Invoice Cloud may immediately and without notice take possession of kiosks where found and remove and keep or dispose of the same and any unpaid fees including all fees as provided herein and in the Biller Order Form will be due and payable. If any step is taken by legal action or otherwise by Invoice Cloud to recover possession of kiosks or otherwise enforce this Agreement or to collect moneys due hereunder, Biller shall pay Invoice Cloud the equivalent of the moneys expended or charges incurred by Invoice Cloud in such behalf, including reasonable attorney's fees. 7. Interactive Voice ResponseFunctionality and Outbound Communications (“IVR”) a.License. For and in consideration for the payment of all fees and charges paid to Invoice Cloud, as provided in the Biller Order Form, Invoice Cloud hereby licenses to Biller, non-exclusive access to its proprietary IVR for Biller’s internal use only. b.Indemnification. Biller agrees it will not use the IVR in any manner, shape or form that violates any local, state or federal law or regulation (including without limitation violations of Fair Debt Collection Practices Act, 15 U.S.C. § 1692 –1692p ) and will defend and hold Invoice Cloud and its licensor harmless from and against such claims and will indemnify Invoice Cloud and its licensor against any and all costs, fines, penalties, causes of action, allegations, suits, and claims, including reasonable attorney’s fees and expenses as a result of any such violation by Biller. Nothing contained in the foregoing indemnification is intended to restrict the sovereign immunity of the Biller under applicable law. Likewise, Invoice Cloud agrees it will not use the design or establish service in any manner, shape or form that results in an intellectual property rights infringement claim by any third party and will hold Biller harmless from any and all claims and will indemnify Biller from and against any and all costs and claims, including reasonable attorney's fees as a result of any third party intellectual property rights infringement claim against Invoice Cloud or its licensor. c.Legal Compliance. Biller shall comply with all applicable laws, regulations, or other requirements of any governmental authority which relate to or affect this Agreement and the Biller’s performance hereunder. Notwithstanding anything to the contrary in the Biller Agreement and these terms and conditions or other agreement between the parties, Biller shall be responsible for compliance with all applicable laws and regulations related to the call flows, content, prompts, and data flows and the Biller’s benefits and uses of the IVR, and the instructions and directions in the use of the IVR that it has provided. Although neither Invoice Cloud nor its licensor provides legal advice to Biller, Biller understands and acknowledges and shall comply with all laws, rules, and regulations regarding do not call lists, legal calling times, and dialing cellular numbers, and shall abide by all applicable laws, rules, and regulations while implementing or using IVR. d.No Warranty. NEITHER INVOICE CLOUD NOR ITS LICENSOR MAKES ANY WARRANTY OR ANY REPRESENTATION, EXPRESS OR IMPLIED WRITTEN OR ORAL, RELATING TO THE IVR UNDER THIS AGREEMENT OR OTHERWISE INCLUDING BUT NOT ATTY/AGR.2025.049/Invoice Cloud (Page 35 of 39)