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Biller Agreement
<br />1. License Grant & Restrictions. Subject to execution by Biller of the Invoice Cloud Biller Order Form incorporating this Agreement, Invoice
<br />Cloud hereby grants Biller a non-exclusive, non -transferable, worldwide right to use the Service described on the Biller Order Form until
<br />termination as provided herein, solely for the following purposes, and specifically to bill and receive payment from Biller's own customers, for
<br />Services that are referenced in the Biller Order Form. All rights not expressly granted to Biller are reserved by Invoice Cloud and its licensors.
<br />Biller will provide to Invoice Cloud all Biller Data generated for Biller's Customers. Unless otherwise expressly agreed to in writing by Invoice
<br />Cloud to the contrary, Invoice Cloud will process all of Biller's Customers' Payment Instrument Transactions requirements related to the Biller
<br />Data and will do so via electronic data transmission according to our formats and procedures for each electronic payment type selected in the
<br />Biller Order Form. In addition, Biller will sign all third party applications and agreements required for the Service including without limitation
<br />payment and credit card processing agreements and merchant agreements. For invoice types listed on the Order Form (e.g. real estate taxes,
<br />utility bills, birth certificates, parking tickets, event tickets, etc.), Biller will not use the credit card processing, ACH or check processing of any
<br />bank, payment processor, entity, or person, other than Invoice Cloud via electronic data transmission or the authorization or processing of
<br />Biller's Customers' Payment Instrument Transactions for each electronic payment type selected in the Biller Order Form throughout the term
<br />of this Agreement. Biller is permitted to utilize their existing bank draft program via an ACH file.
<br />Biller shall not: (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third
<br />party the Service in any way; (ii) modify or make derivative works based upon the Service; (iii) Recreate, "frame" or "mirror" any portion of
<br />the Service on any other server or wireless or Internet -based device; (iv) reverse engineer or access the Service; or (v) copy any features,
<br />functions or graphics of the Service.
<br />2. Privacy & Security. Invoice Cloud's privacy and security policies may be viewed at ltltl�u w v w.'rtvtw i lt� dm t rlva,p .1itnil. Invoice
<br />Cloud reserves the right to modify its privacy and security policies in its reasonable discretion from time to time which modification shall not
<br />materially adversely impact such policies. Invoice Cloud will maintain compliance with current required Payment Card Industry (PCI) standards
<br />and Cardholder Information Security standards.
<br />3. Account Information and Data. Invoice Cloud does not and will not own any Customer Data, in the course of providing the Service. Biller,
<br />not Invoice Cloud, shall have sole responsibility for the accuracy, quality, integrity, legality, and reliability of, and obtaining the intellectual
<br />property rights to use and process all Customer Data. In the event this Agreement is terminated, Invoice Cloud will make available to Biller a
<br />file of the Customer Data within 30 days of termination of this Agreement (or at a later time if required by applicable law), if Biller so requests
<br />at the time of termination. Invoice Cloud reserves the right to remove and/or discard Customer Data with 30 days notice except as prohibited
<br />by applicable law or in the event of exigent circumstances which makes prior notice impracticable, and in which case, notice will be provided
<br />promptly thereafter.
<br />4. Confidentiality / Intellectual Property Ownership. Invoice Cloud agrees that it may be furnished with or otherwise have access to
<br />Customer Data that the Biller's customers considers being confidential. Invoice Cloud agrees to secure and protect the Customer Data in a
<br />manner consistent with the maintenance of Invoice Cloud's own Confidential Information, using at least as great a degree of care as it uses to
<br />maintain the confidentiality of its own confidential information, but in no event use less than commercially reasonable measures. Invoice Cloud
<br />will not sell, transfer, publish, disclose, or otherwise make available any portion of the Customer Data to third parties, except as required to
<br />perform the Services under this Agreement or otherwise required by applicable law.
<br />Invoice Cloud (and its licensors, where applicable) owns all right, title and interest, including all related Intellectual Property Rights, in and to
<br />the Invoice Cloud Technology, the Content and the Service and any enhancement requests, feedback, integration components, suggestions,
<br />ideas, and application programming interfaces, recommendations or other information provided by Biller or any other party relating to the
<br />Service. In the event any such intellectual property rights in the Invoice Cloud Technology, the Content or the Service do not fall within the
<br />specifically enumerated works that constitute works made for hire under applicable copyright laws or are deemed to be owned by Invoice
<br />Cloud, Biller hereby irrevocably, expressly and automatically assigns all right, title and interest worldwide in and to such intellectual property
<br />rights to Invoice Cloud. The Invoice Cloud name, the Invoice Cloud logo, and the product names associated with the Service are trademarks
<br />of Invoice Cloud or third parties, and no right or license is granted to use them.
<br />Biller agrees that during the course of using or gaining access to the Service (or components thereof) it may be furnished with or otherwise
<br />have access to information that Invoice Cloud considers to be confidential including but not limited to Invoice Cloud Technology, customer
<br />and/or prospective customer information, pricing and financial information of the parties which are hereby deemed to be Invoice Cloud
<br />Confidential Information, or any other information by its very nature constitutes information of a type that any reasonable business person
<br />would conclude was intended by Invoice Cloud to be treated as proprietary, confidential, or private (the "Confidential Information"). Biller
<br />agrees to secure and protect the Confidential Information in a manner consistent with the maintenance of Invoice Cloud's rights therein, using
<br />at least as great a degree of care as it uses to maintain the confidentiality of its own confidential information, but in no event use less than
<br />reasonable efforts. Biller will not sell, transfer, publish, disclose, or otherwise make available any portion of the Confidential Information of
<br />the other party to third parties (and will ensure that its employee and agents abide by the requirements hereof), except as expressly authorized
<br />in this Agreement or otherwise required by applicable law.
<br />Biller Agreement Rev 4 a
<br />The complete Billee Agreement includes the Biller Order Form, the Online Terms and Conditions and this Agreement
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