Invoice Cloud/UTIL/50,000/Online payment and electronic billing INVOICE CLOUD
Utilities-2012
Appropriation#01-6360-07 ; P.O.#W09758
Contract Not To Exceed$50,000.00
40`�
AGREEMENT FOR PURCHASE OF GOODS AND SERVICES \, occ+
THIS AGREEMENT FOR PURCHASE OF GOODS AND SERVICES ("Agreement") is
hereby entered into by and between the City of Carmel, Indiana, acting by and through its Board
of Public Works and Safety ("City"), and Invoice Cloud, an entity duly authorized to do business
in the State of Indiana ("Vendor").
TERMS AND CONDITIONS
1. ACKNOWLEDGMENT, ACCEPTANCE:
Vendor acknowledges that it has read and understands this Agreement, and agrees that its execution of
same constitutes its acceptance of all of the Agreement's terms and conditions.
2. PERFORMANCE:
City agrees to purchase the goods and/or services (the "Goods and Services") from Vendor using City
budget appropriation number 01-6360-07 funds. Veridor agrees to provide the Goods and Services,and to
otherwise perform the requirements of this Agreement by applying at all times the highest technical and
industry standards.
3. PRICE AND PAYMENT TERMS:
3.1 Vendor estimates that the total price for the Goods and Services to be provided to City hereunder
shall be no more than Fifty Thousand Dollars ($50,000.00) (the "Estimate"). Vendor shall submit an
invoice to City no more than once every thirty (30) days detailing the Goods and Services provided
to City within such time period. City shall pay Vendor for such Goods and Services within sixty (60)
days after the date of City's receipt of Vendor's invoice detailing same, so long as and to the extent
such Goods and Services are not disputed, are in conformance with the specifications set forth in
Exhibit A, are submitted on an invoice that contains the information contained on attached Exhibit B,
and Vendor has otherwise performed and satisfied all the terms and conditions of this Agreement.
3.2 Vendor agrees not to provide any Goods and Services to City that would cause the total cost of the
Goods and Services provided by Vendor to City hereunder to exceed the Estimate, unless City has
previously agreed, in writing, to pay an amount in excess thereof.
4. WARRANTY:
Vendor expressly warrants that the Goods and Services covered by this Agreement will conform to
those certain specifications, descriptions and/or quotations regarding same as were provided to
Vendor by City and/or by Vendor to and accepted by City, all of which documents are incorporated
herein by reference, and that the Goods and Services will be delivered in a timely, good and
workmanlike manner and free from defect. Vendor acknowledges that it knows of City's intended use
and expressly warrants that the Goods and Services provided to City pursuant to this Agreement
have been selected by Vendor based upon City's stated use and are fit and sufficient for their
particular purpose.
5. TIME AND PERFORMANCE:
This Agreement shall become effective as of the last date on which a party hereto executes same ("Effective
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INVOICE CLOUD
Utilities-2012
Appropriation#01-6360-07 ; P.O. #W09758
Contract Not To Exceed$50,000.00
Date"), and both parties shall thereafter perform their obligations hereunder in a timely manner. Time is of the
essence of this Agreement.
6. DISCLOSURE AND WARNINGS:
If requested by City, Vendor shall promptly furnish to City, in such form and detail as City may direct, a list of
all chemicals, materials, substances and items used in or during the provision of the Goods and Services
provided hereunder, including the quantity, quality and concentration thereof and any other information
relating thereto. At the time of the delivery of the Goods and Services provided hereunder, Vendor agrees to
furnish to City sufficient written warning and notice (including appropriate labels on containers and packing)
of any hazardous material utilized in or that is a part of the Goods and Services.
7. LIENS:
Vendor shall not cause or permit the filing of any lien on any of City's property. In the event any such lien is
filed and Vendor fails to remove such lien within ten (10) days after the filing thereof, by payment or bonding,
City shall have the right to pay such lien or obtain such bond, all at Vendor's sole cost and expense.
8. DEFAULT:
In the event Vendor: (a) repudiates, breaches or defaults under any of the terms or conditions of this
Agreement, including Vendor's warranties; (b) fails to provide the Goods and Services as specified herein;
(c) fails to make progress so as to endanger timely and proper provision of the Goods and Services and does
not correct such failure or breach within five (5) business days (or such shorter period of time as is
commercially reasonable under the circumstances) after receipt of notice from City specifying such failure or
breach; or (d) becomes insolvent, is placed into receivership, makes a general assignment for the benefit of
creditors or dissolves, each such event constituting an event of default hereunder, City shall have the right to
(1) terminate all or any parts of this Agreement, without liability to Vendor; and (2) exercise all other rights
and remedies available to City at law and/or in equity.
9. INSURANCE AND INDEMNIFICATION:
Vendor shall procure and maintain in full force and effect during the term of this Agreement, with an insurer
licensed to do business in the State of Indiana, such insurance as is necessary for the protection of City and
Vendor from all claims for damages under any workers' compensation, occupational disease and/or
unemployment compensation act; for bodily injuries including, but not limited to, personal injury, sickness,
disease or death of or to any of Vendor's agents, officers, employees, contractors and subcontractors; and,
for any injury to or destruction of property, including, but not limited to, any loss of use resulting therefrom.
The coverage amounts shall be no less than those amounts set forth in attached Exhibit C. Vendor shall
cause its insurers to name City as an additional insured on all such insurance policies, shall promptly provide
City, upon request, with copies of all such policies, and shall provide that such insurance policies shall not be
canceled without thirty (30) days prior notice to City. Vendor shall indemnify and hold harmless City from and
against any and all liabilities, claims, demands or expenses (including, but not limited to, reasonable attorney
fees) for injury, death and/or damages to any person or property arising from or in connection with Vendor's
provision of Goods and Services pursuant to or under this Agreement or Vendor's use of City property.
Vendor further agrees to indemnify, defend and hold harmless City and its officers, officials, agents and
employees from all claims and suits of whatever type, including, but not limited to, all court costs, attorney
fees, and other expenses, caused by any act or omission of Vendor and/or of any of Vendor's agents,
officers, employees, contractors or subcontractors in the performance of this Agreement. These
indemnification obligations shall survive the termination of this Agreement.
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INVOICE CLOUD
Utilities-2012
Appropriation#01-6360-07 ; P.O.#W09758
Contract Not To Exceed$50,000.00
10. GOVERNMENT COMPLIANCE:
Vendor agrees to comply with all federal, state and local laws, executive orders, rules, regulations and codes
which may be applicable to Vendors performance of its obligations under this Agreement, and all relevant
provisions thereof are incorporated herein by this reference. Vendor agrees to indemnify and hold harmless
City from any loss, damage and/or liability resulting from any such violation of such laws, orders, rules,
regulations and codes. This indemnification obligation shall survive the termination of this Agreement.
11. NONDISCRIMINATION:
Vendor represents and warrants that it and all of its officers, employees, agents, contractors and
subcontractors shall comply with all laws of the United States, the State of Indiana and City prohibiting
discrimination against any employee, applicant for employment or other person in the provision of any Goods
and Services provided by this Agreement with respect to their hire, tenure, terms, conditions and privileges of
employment and any other matter related to their employment or subcontracting, because of race, religion,
color, sex, handicap, national origin, ancestry, age, disabled veteran status and/or Vietnam era veteran
status.
12. E-VERIFY
Pursuant to I.C. § 22-5-1.7 et seq., Company shall enroll in and verify the work eligibility status of all of its
newly-hired employees using the E-Verify program, if it has not already done so as of the date of this
Agreement. Company is further required to execute the attached Affidavit, herein referred to as Exhibit D,
which is an Affidavit affirming that: (i) Company is enrolled and is participating in the E-verify program, and
(ii) Company does not knowingly employ any unauthorized aliens. This Addendum incorporates by reference,
and in its entirety, attached Exhibit D. In support of the Affidavit, Company shall provide the City with
documentation that it has enrolled and is participating in the E-Verify program. This Agreement shall not take
effect until said Affidavit is signed by Company and delivered to the City's authorized representative. Should
Company subcontract for the performance of any work under this Addendum, the Company shall require any
subcontractor(s) to certify by affidavit that: (i) the subcontractor does not knowingly employ or contract with
any unauthorized aliens, and (ii) the subcontractor has enrolled and is participating in the E-verify program.
Company shall maintain a copy of such certification for the duration of the term of any subcontract. Company
shall also deliver a copy of the certification to the City within seven (7) days of the effective date of the
subcontract. If Company, or any subcontractor of Company, knowingly employs or contracts with any
unauthorized aliens, or retains an employee or contract with a person that the Company or subcontractor
subsequently learns is an unauthorized alien, Company shall terminate the employment of or contract with
the unauthorized alien within thirty (30) days ("Cure Period'). Should the Company or any subcontractor of
Company fail to cure within the Cure Period, the City has the right to terminate this Agreement without
consequence. The E-Verify requirements of this Agreement will not apply should the E-Verify program cease
to exist.
13. NO IMPLIED WAIVER:
The failure of either party to require performance by the other of any provision of this Agreement shall not
affect the right of such party to require such performance at any time thereafter, nor shall the waiver by any
party of a breach of any provision of this Agreement constitute a waiver of any succeeding breach of the
same or any other provision hereof.
14. NON-ASSIGNMENT:
Vendor shall not assign or pledge this Agreement, whether as collateral for a loan or otherwise, and shall not
delegate its obligations under this Agreement without City's prior written consent.
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INVOICE CLOUD
Utilities-2012
Appropriation#01-6360-07 ; P.O.#W09758
Contract Not To Exceed$50,000.00
15. RELATIONSHIP OF PARTIES:
The relationship of the parties hereto shall be as provided for in this Agreement, and neither Vendor nor any
of its officers, employees, contractors, subcontractors and agents are employees of City. The contract price
set forth herein shall be the full and maximum compensation and monies required of City to be paid to
Vendor under or pursuant to this Agreement.
16. GOVERNING LAW; LAWSUITS:
This Agreement is to be construed in accordance with and governed by the laws of the State of Indiana,
except for its conflict of laws provisions.The parties agree that, in the event a lawsuit is filed hereunder, they
waive their right to a jury trial, agree to file any such lawsuit in an appropriate court in Hamilton County,
Indiana only, and agree that such court is the appropriate venue for and has jurisdiction over same.
17. SEVERABILITY:
If any term of this Agreement is invalid or unenforceable under any statute, regulation, ordinance, executive
order or other rule of law, such term shall be deemed reformed or deleted, but only to the extent necessary to
comply with same, and the remaining provisions of this Agreement shall remain in full force and effect.
18. NOTICE:
Any notice provided for in this Agreement will be sufficient if it is in writing and is delivered by postage
prepaid U.S. certified mail, return receipt requested, to the party to be notified at the address specified
herein:
If to City: City of Carmel AND Douglas C. Haney, City Attorney
One Civic Square Department of Law
Carmel, Indiana 46032 One Civic Square
ATTENTION: Carmel, Indiana 46032
If to Vendor: Invoice Cloud Invoice Cloud, Inc.
35 Braintree Hill Office Park, Ste. 100 35 Braintree Hill Office Park
Braintree, MA 02184 Braintree, MA 02184
Telephone: 317-674-8916 Telephone: 781-848-3733
E-Mail:jbaker @invoicecloud.com E-Mail:blaoides @invoicecloud.com
Attention: Jason Baker Attention: Bob Lapides
Notwithstanding the above, notice of termination under paragraph 19 hereinbelow shall be effective if given
orally, as long as written notice is then provided as set forth hereinabove within five (5) business days from
the date of such oral notice.
19. TERMINATION:
19.1 Notwithstanding anything to the contrary contained in this Agreement, City may, upon notice to
Vendor, immediately terminate this Agreement for cause, in the event of a default hereunder by
Vendor and/or if sufficient funds are not appropriated or encumbered to pay for the Goods and
Services to be provided hereunder. In the event of such termination, Vendor shall be entitled to
receive only payment for the undisputed invoice amount representing conforming Goods and
Services delivered as of the date of termination, except that such payment amount shall not exceed
the Estimate amount in effect at the time of termination, unless the parties have previously agreed in
writing to a greater amount.
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• INVOICE CLOUD
Utilities-2012
Appropriation#01-6360-07 ; P.O.#W09758
Contract Not To Exceed $50,000.00
19.2 City may terminate this Agreement at any time upon thirty (30) days prior notice to Vendor. In the
event of such termination, Vendor shall be entitled to receive only payment for the undisputed
invoice amount of conforming Goods and Services delivered as of the date of termination, except
that such payment amount shall not exceed the Estimate amount in effect at the time of termination,
unless the parties have previously agreed in writing to a greater amount.
20. REPRESENTATIONS AND WARRANTIES
The parties represent and warrant that they are authorized to enter into this Agreement and that the persons
executing this Agreement have the authority to bind the party which they represent.
21. ADDITIONAL GOODS AND SERVICES
Vendor understands and agrees that City may, from time to time, request Vendor to provide additional goods
and services to City. When City desires additional goods and services from Vendor, the City shall notify
Vendor of such additional goods and services desired, as well as the time frame in which same are to be
provided. Only after City has approved Vendor's time and cost estimate for the provision of such additional
goods and services, has encumbered sufficient monies to pay for same, and has authorized Vendor, in
writing, to provide such additional goods and services, shall such goods and services be provided by Vendor
to City. A copy of the City's authorization documents for the purchase of additional goods and services shall
be numbered and attached hereto in the order in which they are approved by City.
22. TERM
Unless otherwise terminated in accordance with the termination provisions set forth in Paragraph 19
hereinabove, this Agreement shall be in effect from the Effective Date through December 31,2012 and shall,
on the first day of each January thereafter, automatically renew for a period of one (1) calendar year, unless
otherwise agreed by the parties hereto.
23. HEADINGS
All heading and sections of this Agreement are inserted for convenience only and do not form a part of this
Agreement nor limit, expand or otherwise alter the meaning of any provision hereof.
24. BINDING EFFECT
The parties, and their respective officers, officials, agents, partners, successors, assigns and legal
representatives, are bound to the other with respect to all of the covenants, terms,warranties and obligations
set forth in Agreement.
25. NO THIRD PARTY BENEFICIARIES
This Agreement gives no rights or benefits to anyone other than City and Vendor.
26. IRAN CERTIFICATION: Pursuant to I.C. § 5-22-16.5, the Vendor shall certify that, in signing
this document, it does not engage in investment activities within the Country of Iran.
27. ADVICE OF COUNSEL:
The parties warrant that they have read this Agreement and understand it, have had the opportunity to obtain
legal advice and assistance of counsel throughout the negotiation of this Agreement, and enter into same
freely, voluntarily, and without any duress, undue influence or coercion.
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INVOICE CLOUD
Utilities-2012
Appropriation#01-6360-07 ; P.O.#W09758
Contract Not To Exceed$50,000.00
28. ENTIRE AGREEMENT:
This Agreement, together with any exhibits attached hereto or referenced herein, constitutes the entire
agreement between Vendor and City with respect to the subject matter hereof, and supersedes all prior oral
or written representations and agreements regarding same. Notwithstanding any other term or condition set
forth herein, but subject to paragraph 16 hereof, to the extent any term or condition contained in any exhibit
attached to this Agreement or in any document referenced herein conflicts with any term or condition
contained in this Agreement, the term or condition contained in this Agreement shall govern and prevail.
This Agreement may only be modified by written amendment executed by both parties hereto, or their
successors in interest.
IN WITNESS WHEREOF, the parties hereto have made and executed this Agreement as follows:
CITY OF CARMEL, INDIANA INVOICE CLOUD
by and through its Board of Public
Works and Safety
By: By:
James Brainard, Presiding Officer Authorized Signature '
Date: —
40" Robar+ LaAck5
Printed Name
Mary An Burke, Member
Date: S—) S —/3 t VP
Title
Lori S. W526, ember FID/TIN: .269 -3'i 7Q 5 c C„
Date: c/o,'" 3
Last Four of SSN if Sole Proprietor:
ATTEST:
Date: 5 - 13
9rana Cordray, IA C, Cler -Treasurer
Date: 53 -i -
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Carmel Utilities/Invoice Cloud Project Information
Summary:
Carmel Utilities proposes to enter into an agreement with Invoice Cloud to move to a new
online payment and electronic billing platform.
Background:
In the changing environment of utility payment acceptance, it has been determined that the
current Carmel Utilities platform is insufficient to meet Increasing customer expectation as well
as changing payment behavior. Currently, payments via non-traditional methods account for
48%of utility payment traffic. This move toward electronic payment has accelerated in the last
two years.
Due to this increase in electronic payment submission and the increasing demand for
electronic bill delivery, Carmel Utilities reviewed several possible vendors who offered what
appeared to be and improvement on our current solution.
Invoice Cloud was selected not only because of the greater functionality and user control, but
because of the close integration with Carmel Utilities billing system. The integration with the
billing system is a feature that no other provider offered.
Added Functionality and Utility benefit:
• Fully realized payment gateway
• Increased payment options, including credit cards and echeck
• Online customer service self help with access to billing and payment history even if the
customer paid by a check rather than the online source.
• Customer can set up scheduled or recurring payments
• Up to 18 months of bills available online
• Robust electronic billing with added ability to include"inserts" such as annual water
quality report as attachment to bill
• Invoice cloud assumes burden of federal identity theft and data security guidelines
associated with processing payments
• Payments made through Invoice Cloud platform post directly into Carmel Utilities billing
system in real time, eliminating the expense of handling these payments via manual
posting
• Reduction of postage expense with increased electronic billing adoption.
• Reduction of postage expense due to reduction of required customer notifications such
as the annual water quality report.
"EXHIBIT L l of I
cj Invo ceCioud"
Non-Submitter Biller Order Form
Sales Information Services - Products
•
Software Partner:InHance
Invoice Presentment El IVR ❑ Check2l ❑ Cloud Pay ❑
invoice Cloud Sales Partner.Jim Valls ACH(EFT) ® Online Bank Direct ❑ Cloud Store❑
Invoice Cloud Sales Contact: Jason Credit Card Processing DA
Baker Credit Card Payment Methods: Visa ® MC Discover ® Amex 0
Insert name of sales rep here
GENERAL INFORMATION
Ownership Type: Government CUSTOMER SERVICE/ TECHNICAL SUPPORT MARKETING CONTACT
TRAINING CONTACT
Legal Name:City of Carmel Water Wastewater Utilities Contact:
contact: Contact:
confirm that this is the legal name Scott Campbell
Note:This name will have to match on ALL documents
Address 1:7603i°Ave SW Suite 110physkal address Phone: Phone: Phone:
317-571-2442
Address2: PO Box
Email:
city:
scampbell @armel.ln.gov Email: Email:
Cannel
State: Zip:
IN 46032
Phone: Fax: Notes:Cannel will start with passing along the$S5 ACH fee as well as charging a$2.50
317-571-2442 317-571-2462 convenience fee for credit cards. While maintaining the absorbed utility model.
Fed Tax ID:
35-6000972 Organization Start Date:1929
Name of Paperwork Signer.John
Duffy Signer Title:
Note:Signer must sign AU.
Director Web Site URL•http://carmelutlild .c
esom/'mdex.php
documents
Signer Phone: 317-571-2442
Signer Email:jduffy @armel.ln.gov Virtual Path:httord/www.invorcedoud.comicermelln
INVOICE PRESENTMENT BILLER SEW?
Ticketing System ® Biller Initiated updates 0 Address 12;1 Phone Allow Customer to pay over the balance due
Display Conveyance ❑ Customer Initiated updates ®Address ®Phone Pay Total Balance from all outstanding Invoices ❑
an ono,amnia/The UMryprogram yelfn tr not tlrarp,o mmenbnaInto payer.
°EXHIBIT ktuatil
Page 1The complete Non-Submitter Biller Order Form Rev 4
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$Interchange,fees,dues,
Biller Portal Access Fee $50.00 Monthly IC Payment Transaction Fee-Credlt/Debit assessments plus$0.75;
Per Transaction
Additional Biller Portal Access Fee $10.00 Monthly Quantity Check Reader $N/AMOnthiy
Quantity $N/A Per Transaction
Invoice Presentment(Includes 3 emails) $ 0.20 Per paperless Invoice Online Bank Direct Access Fee
$N/A per month
Monthly Presentment Fee $N/A Monthly Online Bank Direct Transaction Fee $N/A per transaction
IC Payment Transaction Fee-EFT $.95 Per Transaction
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Bliler shell rorif'tib'liwolbo Cloud po�jrneid In lull vldVn lourtaen{74)Caiotldar day`s vie ehec(c-A fee will be chard rid for an)fdiBtted'paper cFecks .,,a;:a r�r. ,���°'L�
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A. By signing below,the Biller named: (1)has read,agreed to,and acknowledges receipt of the teens and conditions of the Biller-Submltler Agreement,attached
hereto and Incorporated herein by reference(2)certifies to Invoice Cloud that ha/she Is authorized to sign this Biter Order Form;(3)cedillas that all Information and
documents submitted In connection with Bliler Order Form are true and complete;(4)authorizes Invoice Cloud or Its agent to verify any of the information given,
Including credit references, and to obtain credit; (5) agrees to pay the Monthly Access Foe through the last day of the month following the elleciNe date of
termination as provided In the Biller-Submltler Agreement;(6)agrees that Beier and each transaction submitted will be bound by the Biller Order Form and the
Bliler-Submlter Agreement In Its entirety,(7)agrees that tuner will submit transactions only In accordance with the information In Biller Order Form and the Biller-
Submitter Agreement and will Immediately Inform Invoice Cloud,by email(contracts®Involcecloud.com)II any Information In this Biller Order Form changes.
B. By signing below,the Biller hereby gNes permission to Invoice Cloud to access his/her credit history via Trans Union,Equifax,or other credit-reporting agency.
C. The Submlber Biller Order Form and the Biller-Submittal.Agreement will become ellective only when counter-signed by Invoice Cloud and upon execution by the
Biller of such third party agreement required by Invoice Cloud to permit use of the payment function of the Service.
In WITNESS WHEREOF,the parties hereto have executed this Agreement as of this day „� -02-
3
Biller Signature x Accepted by Invoice Cloud:
Corporate Officer
John Duffy Director x 1-l6L t —.^A-,1422)
Print Name Title """"""777
Biller Agreement Included.
"EXHIBIT A 3 of 13
Page 12 The complete Non-Submltter Biller Order Form Rev 4
INVOICINGPARAMETERS . - •
Invoice Type: Water Type of IC Service: Multi Invoice Yes❑ No 121 Enable Papedess Yes El No❑
Cloud Invoicing&
Payment
Wiling Software; Software Version: Pointer.
InHance ICIS—Coming soon Worrell Corp—Indianapolis
Billing Frequency(How often Number of installments: Months Billed:
bills are mailed) 6 Jan ❑ Feb ❑ Mar ❑ Apr ❑ May ❑ Jun ❑
Monthly Jul ❑ Aug ❑ Sep ❑ Oct ❑ Nov ❑ Dec ❑ All
Bill Mall Date: Invoices per Cycle:
1°-10th ® 11°-20'" ® 21°-31° ® 22000
Highest Invoice Amount: Average Invoice Amount
$3000 $35.00
Allow Paperless Registration (Allows Consumer to opt out of receMng a paper big)
Yes® No❑
Allow Customers to Request Paper(Allows the customer to convert back to receiving a paper statement after they have gone paperless)
Yes No
Scheduled Payments(Allows consumers to schedule a one-time payment to pay their bill within the billing cycle)
Yes(83 No
Flex Pay(Allows consumers to schedule multiple payments to pay their bill within the billing cycle)
Yes❑ No® Minimum Flex Pay Days(days before due date)
Auto Pay (Allows Consumer to have their payment automatically taken out every bill cycles on day balance Is due)
Yes® No❑
Shopping Cart(Allows Customer to batch multiple Invokes of the same Invoice type)
Yes El No
Online Bank Direct-Automatic Match(Invoice Cloud will attempt an automatic match between check and open Invoice(s))
Yes❑ No El
Check 21-Automatic Match(Invoice Cloud will attempt an automatic match between check and open involce(s))
Yes No ID
IVR-Biller Absorbs IVR Fee(Biller pays for the fees related to IVR transaction)
Yes❑ No® IVR Convenience Fee - SAGE Convenience Fee♦$19S
Page I 3 The complete Non-SubmItter Biller Order Form Rev 4
Biller—Submitter Agreement Terms and Conditions
I.License Grant&Restrictions of the Service(whether or not they have opted out as Biller's right to access or use Customer Data
described above)of important announcements regarding immediately ceases, and Invoice Cloud shall have no
Subject to execution by Biller of the Invoice Cloud the operation of the Service.if Biller becomes a paying obligation to maintain or forward any Customer Data.
Biller Order Form - Submitter Model("Order Form - customer of the Service,Biller agrees that Invoice Cloud
Submitter Model") and these Terms and Conditions, can disclose the fact that Biller is a paying customer and S.Intellectual Property OwnershiplConfidentiality
Invoice Cloud hereby grants Biller a non-exclusive,non- the edition of the Service that Biller is using.
transferable, worldwide right to use the Service Invoice Cloud alone(and Its licensors,where applicable)
descnbed on the Order Fonn - Submitter Model until 3.Biller's Responsibilities shall own all right,title and interest,including all related
termination as provided herein,solely for the following Intellectual Propeny Rights,in and to the Invoice Cloud
purposes, and specifically to bill and receive payment Biller is responsible for all activity occurring under Technology, the Content and the Service and any
from Biller's own customers, and not to resell the Biller's accounts and shall abide by all applicable laws, suggestions, ideas, enhancement requests, feedback,
Service:real estate tax,personal property tax,excise tax, and regulations in connection with Biller's and/or its integration components and application programming
permit and other fees, utilities and fees and payment customers' and a payers' use of the Service,including interfaces, recommendations or other information
associated with municipal, government services. All those related to data privacy,communications,export or provided by Biller or any other party relating to the
rights not expressly granted to Biller are reserved by import of data and the transmission of technical, Service. In the event any such intellectual property
Invoice Cloud and its licensors, personal or other data Biller shall: (i) notify Invoice rights in the Invoice Cloud Technology,the Content or
Cloud immediately of any unauthorized use of any the Service do not fall within the specifically
Biller will tender to Invoice Cloud all Biller Data password or account or any other known or suspected enumerated works that constitute works made for hire
generated for Biller's Customers. Unless otherwise breach of security: (ii) report to Invoice Cloud and under applicable copyright laws or are deemed
expressly agreed to in writing by Invoice Cloud to the immediately stop any copying or distribution of Content inventions owned by Invoice Cloud, Biller hereby
contrary, Invoice Cloud will process all of Biller's that is known or suspected to be unauthorized by Biller irrevocably, expressly and automatically assigns all
Customers' Payment Instrument Transactions or Biller's Users; and (iii) not impersonate another right. title and interest worldwide in and to such
requirements related to the Biller Data and will do so via Invoice Cloud user or provide false identity information intellectual property rights to Invoice Cloud. This
electronic data transmission according to our formats to gain access to or use the Service. Agreement is not a sale and does not convey to Biller
and procedures for each electronic payment type any rights of ownership in or related to the Service,the
selected in the Order Form—Submitter Model. Biller Invoice Cloud is not responsible for any Biller postings Invoice Cloud Technology or the Intellectual Property
will not use the services of any bank, payment In error due to delayed notification from credit card Rights owned by Invoice Cloud. The Invoice Cloud
processor,entity,or person other than Invoice Cloud for processor,ACH bank and other related circumstances. name, the Invoice Cloud logo, and the product names
the presentment of Biller Data via electronic data associated with the Service are trademarks of Invoice
transmission or the authorization or processing of Biller is required to ensure that it maintains a fair policy Cloud or third parties,and no right or license is granted
Biller's Customers' Payment Instrument Transactions with regard to the refund. return or cancellation of to use them.
for each electronic payment type selected in the Order services and adjustment of Transactions. Biller is also
Form — Submitter Model throughout the term of this required to disclose a refund, return or cancellation Biller agrees that during the course of using or gaining
Agreement. policies to Invoice Cloud and any applicable payment access to the Service(or components thereof)it may be
processors and Biller's Customers,as requested. furnished with or otherwise have access to information
that Invoice Cloud considers to be confidential including
Biller shall not (i) license, sublicense, sell, resell, Any change in a return/ cancellation but not limited to technology. Invoice Cloud
transfer, assign, distribute or otherwise commercially Y g policy must be gY
ex
exploit or make available to any third party the Service submitted to Invoice Cloud,in writing,not less than 21 Technology, software (in documentation),in on),solutions.cons.
p y Y days prior to the effective date of such change. embedded,object code or in d igns, plans, draings.
or the Content in any way; (ii) modify or make hardware, specifications, designs, plans, drawings,
derivative works based upon the Service or the Content; If Biller allows or is required to provide a price innovations, file specs. XML files, benchmark and
(iii) Recreate, "fame'or 'mirror" any Content of the adjustment,Biller err cancellation of services in connection evaluation testing and data and associated results and
Service on any other server or wireless or Interns-based with a Transaction previously processed, Biller will conclusions, data, prototypes, demonstration materials.
device,or(iv)reverse engineer or access the Service or pare and deliver to Invoice Cloud Transaction Data customer and/or prospective customer information,
(v) copy any features, functions or graphics of the reflecting such refund/adjustment within 2 days of pricing and financial information of the parties which
Service.Biller may not access the Service for purposes are hereby deemed to be Invoice Cloud Confidential
of monitoring its availability, performance or resolution of the request resulting in such Information, including without limitation data,testing.
refund/adjustment.ceed the The amount of the rehe tolajustment
functionality,or for any other benchmarking purposes. analysis, outputs, modifications and derivate works of
Biller may not:(i)send Spam or otherwise duplicative or cannot exceed the amount shown as the total on the
p original Tansaction Data.Biller may not accept cash or the Service,evaluations and conclusions created by the
unsolicited messages in violation of applicable laws;(ii) Biller resulting from the disclosure herein:or any other
send or store infringing,obscene,threatening,libelous, any ocher payment or consideration from a Customer in information by its very nature constitutes information of
or otherwise unlawful or tortious material, including return for preparing a refund to be deposited to the
g Customers aceount; nor may Biller give cash/check a type that any reasonable business person would
material harmful to children or in violation of any third conclude was intended by Invoice Cloud to be treated as
parry privacy rights; (iii) send or store material refunds to a Customer in connection with a Transaction ro vier confidential, or private (the "Confidential
previously processed,unless required by applicable law. P • �• P
containing software viruses, worms, Trojan horses or Information"). Biller agrees to secure and protect the
other harmful computer code, files. scripts, agents or Confidential Information in a manner consistent with the
programs;(iv) interfere with or disrupt the integrity or
4.Account Information and Data maintenance of Invoice Cloud's nghts therein.using at
performance of the Service or the data contained therein; least as great a degree of care as it uses to maintain the
or(v)attempt to gain unauthorized access to the Service Invoice Cloud does not own any Customer Data,In the confidentiality of its own confidential information,but
or its related systems or networks. course of using the Service. Biller,not Invoice Cloud, in no event use less than reasonable efforts. Biller will
shall have sole responsibility for the accuracy, quality, not sell, transfer, publish,disclose, or otherwise make
2.Privacy&Security;Dtsdasure integrity, legality, reliability, appropriateness, and available any portion of the Confidential Information of
intellectual property ownership or right to use of all the other party to third parties(and will ensure that its
Customer Data and Invoice Cloud shall not be employee and agents abide by the requirements hereof).Cloud's privacy and security policies may be
viewed at hupl/www.invoicecloud/privacy,huml. responsible or liable for the Biller's or Invoice Cloud's except as expressly authorized in this Agreement.
Invoice Cloud reserves the right to modify its privacy deletion, correction, destruction, failure to protect,
and security policies in its reasonable discretion from damage. loss or failure to store any Customer Data G Third Party Interactions
time to time.Individual users,when they initially log in, except where Invoice Cloud fails to use commercially
may be asked whether or not they wish to receive reasonable safeguards. In the event this Agreement is Biller must enter into agreements with credit card
marketing and other non-critical Service-related terminated (other than by reason of Billet's breech), es
procsers, bank card issuers, payment associations,
Invoice Cloud will make available to Biller a file of the
communications from Invoice Cloud from time to time. ACH and check processors, as required by Invoice
They may opt out of receiving such communications at Customer Data within 30 days of termination of These Cloud including without limitation payment processing
that time or at any subsequent time by changing their Tams and Conditions,if Biller so requests al the time of
Y q Y B 8 instructions and guideline, card Issuer and payment
preference under
termination. Invoice Cloud reserves the right association agreements and guidelines,and convenience
hoot/www.invoicecloud.com/rrivacy.html. Note that withhold,remove and/or discard Customer Data fee agreements with Biller's obligations under such
because the Service is a hosted, online a Iicaiion, notice for any breach, including, without limitation,
Pp Biller's non-payment. Upon termination for cause, all such incorporated herein by reference,Cloud.and deliver
Invoice Cloud occasionally may need to notify all users all such executed agreements to InvOce Cloud. Biller
Biller Agreement-Submitter Model
Rev'1.11
The complete Biller-Submitter Agreement includes the Biller Order Form-Submitter Model and these Terms and Conditions
P a v e I t
trp(MBff A Soft' —ti
Biller—Submitter Agreement Terms and Conditions
may also enter into correspondence with, purchase Agreement, Invoice Cloud may take the following Service if Biller's account becomes in any way
goods and/or services from,or participate in promotions actions:(I)request that Biller In every case commence delinquent (falls into arrears) or if there are excessive
of advertisers or sponsors showing their goods and/or issuing refund and related payments directly to Chargcbacks. If Biller or Invoice Cloud initiates
services through the Service.Any such agreements or Customer (ii)notify Biller of a new rate that will be termination of this Agreement, Biller will be obligated
activity, and any terns, conditions, warranties or charged to process Chargebacks;(iii)collect from Biller to pay the balance due en Biller's amount computed in
representations associated with such agreements or an amount reasonably determined by Invoice Cloud to accordance with the Charges and Payment of Fees
activity is solely between Biller and the applicable third- be sufficient to cover anticipated Chargebacks and all section above.
party,even if required, referred or located through the related fees,penalties,expenses,and fines or request a
Services.Invoice Cloud and its licensors shall have no Reserve Amount; or (iv) terminate the Agreement. 12.Term and Termination
liability, obligation or responsibility for any such Biller has full liability if any Transaction, for which
agreement, activity, processing, correspondence, Invoice Cloud has provided Biller credit or paid Biller,
purchase or promotion between Biller and any such is the subject of a Chargeback or ACH rejects or (e i The iniyelsate of this Agreement shall g for a
third-party.In the event that there are third party links in reversals or ether refunds or credits. To the extent period of 3 years the Order er For commencing Mon odel
the
the Service,Invoice Cloud does not endorse any sites on Invoice Cloud has paid or may be called upon to pay a and Date on the Order Form l Submitter 2 year
the Internet that are linked through the Service. Invoice Chargeback,refund or adjustment for or on the account and w("renew for each ) additional in successive 2 year
Cloud provides these links to Biller only as a matter of of a Customer and Biller does not reimburse us as tams;("Renewal g Term") may terminated d set forth
convenience,and In no event shall Invoice Cloud or its provided for in this Agreement,or has insufficient funds patty effective(e)This t thee ndntmay be tial iratny R by niwal
licensors be responsible for any content, prodtxts, or to draw from in the Billets Debit Account then for the perm y proi providing the end of the Initial other e p ry of its
other materials on or available from such situ.Invoice purpose of our obtaining reimbursement of such sums Term no providing no les not ice ro ty(90)d days prof its
Cloud provides the Service to Biller pursuant to the paid or anticipated to be paid,Invoice Cloud has all of intent not to renew then-current en than tem.Additionally,d)days ll t is
terms and conditions of this Agreement. the rights and remedies of such Customer under Ag eement m y the term.Invoice Clt this
applicable federal,stale,or local laws and Agreement may be terminated:oucause(i)upon I30oda Cloud at
you mthoriu any time with such without wise frame 3n days written
7. Biller Deposit Account Automatic Debit Invoice Cloud to assert any and all such claims in its notice(except such shover time frame fn the event of
own name for and on behalf of any such Customer exigent circumstances),and(ii)by Biller in the event of
Biller shall authorize Invoice Cloud's receipt of all fees individually or all such Customers as a class. a material breach of the terms of this Agreement by
and periodic fees referenced In the Order Form - Invoice Cloud provided Biller provides Invoice Cloud
Submitter Model from payments made by Customers,or The Billers Debit Account will contain sufficient funds written notice of the alleged breach and the breach
from credit card processers,bank card issuers,payment to cover any estimated exposure based on reasonable remains uncured for a period of 30 days following
associations, ACH and check processers,as applicable. criteria for Chargebacks, ACH rejects or reversals, receipt of written notice by the breaching party. (c)
Biller shall establish a Deposit Accoum(s) whereby credits,returns,and all additional liabilities anticipated Upon any early termination of this Agreement by Biller,
Invoice Cloud will automatically withdraw from the under this Agreement, including, but not limited to should Biller breach any of the terms of this Agreement
Biller's account(s)used for this purpose("Biller's Debit Chargebacks,fines,fees and penalties. during the Initial Term or any Renewal Term, Biller
Account(s)")the fees and periodic fees referenced in the shall pay to Invoice Cloud an early termination fee of
Order Form - Submitter Model and any Chargebacks, 9.Customer Data Storage $195.00, plus any fees and costs for which Invoice
ACH rejects or reversals, refunds and other fees due Cloud is liable to third parties related thereto('Early
hereunder resulting therefrom. Biller shall be Invoice Cloud reserves the right to establish or modify Termination Feel. Biller shall remain liable for all
responsible for and pay all fees or charges relating to its general practices and limits relating to storage of fees and charges incurred, and all periodic fees owed
Biller's Debit Account and the automatic debit facility, Customer Data.Provided there is no prior termination or through the end of the calendar month following the
in accordance with the terms thereof. In addition,with expiration of the Agreement, Invoice Cloud will retain effective date of termination. In the event this
respect to any invoices and/or payments that are invoice and payment history for up to 18 months.In the Agreement Is terminated (other than by rca.wn of
prsx.,ased through the Service, the Biller's agreements event of termination or expiration of the Agreement. Biller's breach), Invoice Cloud will make available to
with all such credit card processers,bank card issuers, Biller agrees and acknowledges that Invoice Cloud has Biller a file of the Customer Data within 30 days of
ACH and check processers shall require remittance and no obligation to retain Customer Data and that such termination if Biller so requests at the time of
payment to Invoice Cloud,of all fees and to no other Customer Data may be irretrievably deleted if Biller's termination.Biller agrees and acknowledges that Invoice
account, account is 60 days or more delinquent. Cloud has no obligation to retain the Customer Data,
and may delete such Customer Data,more than 30 days
Biller shall maintain sufficient funds in the Biller's 10.Billing and Renewal after termination.
Debit Account to pay all periodic fees, Chargebacks,
ACH rejects, reversals refunds and other fees due Invoice Cloud charges and collects for use of the 13.Termination for Cause
hereunder resulting therefrom. Service. Invoice Cloud's fees are exclusive of all taxes,
B.Chargebacks levies, or duties imposed by taxing authorities. Biller Any breach of Biller's payment or other obligations
agrees to provide Invoice Cloud with complete and under these Terms and Conditions or unauthorized use
accurate billing and contact information. This of the Invoice Cloud Technology or Service by Biller.
Invoice Cloud may receive a Chargeback from a information includes Biller's legal company name,street its customers and/or payers,or any employee,agent.or
Transaction for a number of reasons. In the event that address,e-mail address.and name and telephone number contractor thereof will be deemed a matenal breach of
Invoice Cloud receives a Chargeback, Biller shall of an authorized billing contact and License this Agreement. Invoice Cloud, in its sole discretion.
reimburse Invoice Cloud for such Chargebacks(which Administrator, Biller agrees to update this information may terminate Biller's password,account or use of the
may include Invoice Cloud withdrawing such amounts within 30 days of any change to it. If the contact Service if Biller breaches or otherwise fails to comply
from the Biller's Debit Account). The following are information Biller has provided is false or fraudulent, with this Agreement. Biller agrees and acknowledges
some of the most common reasons for Chargebacks;in Invoice Cloud reserves the right to terminate Biller's that Invoice Cloud has no obligation to retain the
no way is this intended to be an exhaustive list of access to the Service in addition to any other legal Customer Data,and may delete such Customer Data,if
possible Chargeback reasons: remedies. Biller has materially breached this Agreement,including
but not limited to failure to pay outstanding fees, and
(I)Failure to issue a refund to a Customer as required. Unless Invoice Cloud in its discretion daemnines such breach has not been cured within 30 days of notice
otherwise,all fees will be billed in U.S.dollars. If Biller of such breach.
(2)Invoice Cloud did not receive Biller's response to a believes Biller's bill or payment is incorrect,Biller must
Retneval Request within 7 days or any shover time contact Invoice Cloud in writing within 60 days of the 1d.Representations&Warranties
period required by the Payment Brand Rules. Invoice date of the invoice containing the amount in
question to be eligible to receive an adjustment or credit; Each party represents and warrants that it has the legal
(3)A Customer disputes the Transaction,or claims that otherwise such bill or payment will be deemed correct. power and authority to enter into this Agreement.
the Transaction is subject to a set-off, defense, or Invoice Cloud represents and warrants that it will
counterclaim. 11.Non-Payment and Suspension provide the Service in a manner consistent with general
industry standards reasonably applicable to the provision
If Biller is subject of an excessive amount of In addition to any other rights granted to Invoice Cloud thereof and that the Service will perform substantially in
Chargebacks,as determined by Invoice Cloud from time herein, Invoice Cloud reserves the right to suspend or accordance with the online Invoice Cloud help
to time, in addition to our other remedies under this terminate this Agreement and Biller's access to the documentation under normal use and circumstances.
Biller Agreement-Submitter Model
Rev 1.11
The complete Biller-Submitter Agreement includes the Biller Order Form-Subminer Model and these Terms and Conditions
P a q e 12
"EXHIBIT Q o Eli
Biller—Submitter Agreement Terms and Conditions
• - - Bitler represents and warrants that Biller has not falsely limbation, Biller's casts. expenses, and reasonable U.S. agencies and the export control regulations of
Identified itself nor provided any false information to attorneys' fees) arising out of any Chargeback for(i) Switzerland and the European Union.The Biller and
gain access to the Service and that Biller's billing failure by Invoice Cloud to implement commercially each User acknowledges and agrees that the none of the
information is correct reasonable safeguards against the theft of the underlying information,software,or technology may be
Customer's account information; (ii) its failure to transferred or otherwise exported or re-exported to
As to all Transactions Biller submits to Invoice Cloud deliver funds processed by Invoice Cloud as required countries as to which the United States, Switzerland
for processing,Biller represents and warrants that: hereunder(which relates to payments due from Invoice and/or the European Union maintains an embargo
Cloud for Transaction Data),or(iii) any voluntary or (collectively, 'Embargoed Countries"), or to or by a
(I)The Transaction Data represents payment or refund involuntary bankruptcy or insolvency proceeding by or national or resident thereof,or any person or entity on
of payment,for a bona fide transaction. against Invoice Cloud. This indemnification does not the U.S. Department of Treasury's List of Specially
apply to any claim or complaint relating to Biller's Designated Nationals or the U.S. Department of
(2)The Transaction Data represents an obligation of the failure to resolve a payment dispute concerning debts Commerce's Table of Denial Orders (collectively,
Customer for the amount of the Transaction and the owed to Biller or Biller's negligence or willful "Designated Nationals"). The lists of Embargoed
accuracy of all Transaction Date. misconduct or violation of any applicable agreement or Countries and Designated Nationals are subject to
law. change without notice. Biller agree to comply strictly
(3)The Transaction Data does not involve any element with all U.S., Swiss and European Union export laws
of credit for payment of a previously dishonored 16.Limited Warranty and assume sole responsibility for obtaining licenses to
payment or for any other purpose than payment for a export or re-export as may be required.
current transaction and future payments as agreed upon Invoice Cloud warrants that the Services are
by the customer. implemented to provide the functions that the Biller has The Service may use encryption technology that is
selected on the Order Form- Submitter Model. In subject to licensing requirements under the US.Export
(4) The Transaction Data is free from any material addition,Invoice Cloud will,at its own expense,correct Administration Regulations, IS C.F.R. Parts 730-774
alteration not authorized by the Customer. any Transaction Data to the extent that such errors have and Council Regulation(EC)No. I334/2000.
been caused by Invoice Cloud or by malfunctions of
(5) The amount charged for the Transaction Is not Invoice Cloud's processing systems EXCEPT AS 21.Nonce
subject to any dispute,setoff,or counterclaim.
Transaction IN THIS SECTION.THE SERVICE AND
ALL CONTENT AND CUSTOMER DATA IS Invoice Cloud may give notice by written
(6) Neither Biller nor its employees has advanced any PROVIDED TO BILLER AND ITS USERS communication sent by certified mall or pre-paid past to
cash Neither
the Biller Customer in its
employewith has a vaany WITHOUT ANY EXPRESS, OR BIller's address on record In Invoice Cloud's account
nor have you or i connection
for effecting leg oedits to Transaction. IMPLIEDWARRANTY, INCLUDING, WITHOUT information. Such notice shall be deemed to have been
Customer. LIMITATION. ANY IMPLIED WARRANTY OF given upon the expiration of 48 hours after mailing or
MERCHANTABILITY, FITNESS FOR A posting (if sent by first class mail or pre-paid post).
PARTICULAR PURPOSE, OR NON- Biller may give notice to Invoice Cloud (such notice
(7)Biller has made no representations or agreements for INFRINGEMENT OF THIRD PARTY RIGHTS.AND shall be deemed given when received by Invoice Cloud)
the issuance of refunds except as it states In your ALL OTHER WARRANTIES ARE HEREBY at any time by any of the following:later delivered by
retum/cancellation policy, which has been previously DISCLAIMED TO THE MAXIMUM EXTENT nationally recognized overnight delivery service or tint
submitted to Invoice Cloud in writing, and which is PERMITTED BY APPLICABLE LAW BY INVOICE class postage prepaid mail to Invoice Cloud at the
available to the Customer. CLOUD AND ITS LICENSORS. INVOICE CLOUD following address:Invoice Cloud,Inc..940 High Street,
AND ITS LICENSORS AND PAYMENT Suite 305, Westwood. MA 0209 Attention: Client
(8)Any transaction submitted to Invoice Cloud to credit PROCESSORS DO NOT REPRESENT OR services.
a Customer's account represents a refund or adjustment WARRANT THAT(A)THE USE OF THE SERVICE
to a Transaction previously submitted to Invoice Cloud. WILL BE SECURE, TIMELY, UNINTERRUPTED
OR ERROR-FREE OR OPERATE IN 22.Modification to Terw
COMBINATION WITH ANY OTHER HARDWARE, Invoice Cloud reserves the right to modify the terms and
(9)Biller has no knowledge or notice of information that SOFTWARE, SYSTEM OR DATA, (B) THE
would lead it to believe that the enforceability or SERVICE WILL MEET BILLER'S REQUIREMENTS conditions of these r Terms and y time, a or ha a upon
collectability of the subject Transaction Data is in any OR EXPECTATIONS OR THAT THE relating to the Service al any lime, oiceeive upon
manner impaired.The Transaction Data is in compliance SPECIFICATIONS, SIZING OR OTHER providing written notice toe Beier Invoice Cloud or
with all applicable laws, ordinances, and regulations. REQUIREMENTS OFTHE BILLER LISTED ON THE Orller may add car eliminate the payment types in the
The Transaction Data is originated in compliance with ORDER FORM - SUBMITTER MODEL WILL BE Order Form- S thirty(3 r Model, a either deems
this Agreement and any applicable agreements. MET, (C) ANY STORED DATA WILL BE
necessary upon tirty(30)days written notice to other
ACCURATE OR RELIABLE. Pant
(10) For a Transaction whew the Customer pays in
installments or on a deferred payment plan, a 17.Internet Delays 23.Assignment;Change In Control
Transaction Data record has been prepared separately
for each installment transaction or deferred payment on Invoice Cloud's service may be subject to limitations, Agreement may not be assigned by Biller without
the date(s) the Customer agreed to be charged. the All delays, and other problems inherent in the use of the the pnor written approval of Invoice Cloud but may be
installments and deferred payments,whether or not they internet and electronic communications.Invoice cloud is assigeed without Biller s consent by Invoice Cloud to(i)
have been submitted to Invoice Cloud for processing, not responsible for any delays,delivery failures,or other a pares or subsidiary,(ii)an acquirer of assets.signo(iii)a
shall be deemed to be a part of the original Transaction. damage resulting from such problems. successor by merger. Any purported assignment in
violation of this section shall be void.
(II) Biller has not submitted any Transaction that it 19.Additional Rights
knows or should have known to be either fraudulent, 24.General
illegal.or otherwise in violation of any provision of this Certain states and/or jurisdictions do not allow the
Agreement or other applicable agreements. exclusion of implied warranties or limitation of liability This Agreement shall be governed by Indiana law and
for incidental, consequential or certain other types of controlling United States federal of la law,without regard to
(12) All Transaction Data is complete and accurate damages, so the exclusions set forth above may not the chaise or conflicts of law provisions of any
(including with respect to total due fields)and Invoice apply to Biller, jurisdiction If any provision of this Agreement is held
Cloud is not liable or responsible for any incomplete or by a court of competent jurisdiction to be invalid or
inaccurate Transaction Data 20.Local Laws and Export Control as reflect unenforceable,then such on(s)shall be construed,
nearly as possible, to refle the intentions of the
15.Indemnification invalid or unenforceable provision(s), with all other
The Invoice Cloud site provides services and uses provisions remaining in full force and effect.No joint
Invoice Cloud shall indemnify and hold Biller, software and technology that may be subject to United venture, partnership, employment. or agency
States export controls administered by the U.S. relationship exists between Biller and Invoice Cloud as a
employees, attorneys, and agents, harmless from any Department of Commerce,the United States Department result of this agreement or use of the Service,The failure
losses, liabilities, and damages (including, without of Treasury Office of Foreign Assets Control,and other of Invoice Cloud to enforce any right or provision in this
Biller Agreement-Submiller Model
Rev t' It I
The complete Biller-Submitter Agreement includes the Biller Order Fonn-Submitter Model and these Terms and Conditions
Pa q e 13
II
°EXH IBIT _ -US-
Biller—Submitter Agreement Terms and Conditions
• Agreement shall not corstilute a waiver of such right or any subsequent Order Form - Submitter Models
provision unless acknowledged and agreed to by Invoice submitted online or in written form,specifying,among
Cloud in writing.All rights and obligations of the parties other things,the services contreaed for, the applicable
in Section 5, 8, I I, 12 13, 15, 18, 24 and 25 shall feu,the billing period,and other charges as agreed to
survive termination of this Agreement. between the parties,each such Order Form-Submitter
Model to be incorporated into and to become a part of
25.Definitions this Agreement(in the event of any conflict between the
terms of this Agreement and the terms of any such Order
As used in this Agreement and in any Order Form - Form •Submitter Model, the terms of this Agreement
Submitter Model now or hereafter associated herewith: shall prevail);
'Agreement' means these terms and conditions, the "Service(s)" means the specific edition of Invoice
signed Order Form - Submitter Model, any materials Cloud's billing and payment service,or other corporate
available on the Invoice Cloud website specifically services identified on the Order Form - Submitter
incorporated by reference herein, and the document Model, developed, operated, and/or maintained by
titled Goods ed"Agreement for Professional Goo and Serviced' Invoice Cloud, accessible via
httm:Uwww.InvoiceCloud,com or another designated
"Biller Data"means invoices and bills of the Biller,
web site or IP address, or ancillary online or offline
products and services provided to Biller by Invoice
"Chargeback"is a reversal of a Transaction that Biller Cloud, to which Biller are being granted access under
previously presented to Invoice Cloud under this Technology Agreement, including the Invoice Cloud
Technology end the Content;
Agreement
'Content' means the audio and visual information, Customer is a transaction conducted between a
Customer and Invoice Cloud(on behalf of Submitter)
documents,software,products and services contained or utilizing either a Payment Instrument or a bill
made available to Biller in the course of using the presentment in which consideration is or to be
Service; exchanged or tax is or to be due between the Customer
and Biller.
"Customer"shall include customers,taxpayers and users
of services of Biller. 'Transaction Data" means is the written or electronic
record of a Transaction, including but not limited to an
"Customer Data" means any data, information or authorization code or settlement record and Biller Data.
material provided or submitted by Biller or its
Customers to the Service or the Biller's customers
and/or payers in the course of using the Service;
'Effective Date" means the earlier of either the date
these Terms and Conditions are accepted by executing Questions or Additional Information:
an Order Form-Submitter Model;
If Biller has questions regarding this Agreement or
'Intellectual Property Rights" means unpatented wish to obtain additional Information,please send an
inventions, patent applications, patents, design rights, e-mail to contras$®InvoieeCloud-cam,
copyrights, trademarks, service marks, trade names,
domain name rights,mask work rights,know-how and
other trade secret rights, and all other intellectual
property rights,derivatives,integration components and
application programming interfaces thereof, and forms
of protection of a similar nature anywhere in the world;
'Invoice Cloud'means collectively Invoice Cloud,Inc.,
a Delaware corporation;
'Invoice Cloud Technology' means all of Invoice
Cloud's proprietary technology (including software,
hardware, products, processes, algorithms, user
interfaces, know-how, techniques, designs and other
tangible or intangible technical material or information)
made available to Biller by Invoice Cloud in providing
the Service;
"Payment Instrument Transaction" is transaction
conducted between Biller and its Customers with respect
to an account,or evidence of an account,authorized and
established between a Customer and a credit card
association or issuer, or representatives or members
thereof that Biller accepts from Customers as payment.
Payment Instrument Transactions include, but are not
limited to, transactions processed by credit and debit
cards, AC-I, EFT and Check 21 transactions, stored
value cards, loyalty cards, electronic gift cards,
authorized account or access numbers,paper cenificatcs
and credit accounts.
'Order Form - Submitter Model(s)' means the form
evidencing the initial subscription for the Service and
Biller Agreement-Submitter Model Rev lit
The complete Biller-Submitter Agreement includes the Biller Order Form-Submitter Model and these Terms and Conditions
P a g e 14
BEXHIBR - -a
CONVENIENCE FEE TRANSACTION ADDENDUM TO
FULL LIABILITY SUBMITTER PAYMENT INSTRUMENT PROCESSING AGREEMENT AND
PAYMENT PROCESSING INSTRUCTIONS AND GUIDELINES
MERCHANT NAME:City of Carmel Utilities
SUBMITTER NAME:Invoice Cloud,Inc.
MERCHANT AGREEMENT NUMBER:063576
This Convenience Fee Transaction Addendum shall, upon full execution by all parties hereto, modify (I)that certain PAYMENT PROCESSING INSTRUCTIONS AND
GUIDELINES(the"PPIG")between Paymented), LLC(hereinafter referred to as"Paymentech", "we", "our or"us'), JPMorgan Chase Bank, NA,a national banking
association("Member"),and City of Cannel Utilities(hereinafter referred to as the"Merchant")dated as of 0405-2013 and(I)that certain Fug Lbbllty Submitter Payment
Instrument Processing Agreement(the"Submiter Agreement')between Paymentech and Invoice Cloud,Inc.(hereinafter referred to as the"Submitter'),dated as of June
11,2010.
I. APPUCABILITY OF PPIG. Unless otherwise Indicated In this Addendum,capitalized terms In this Addendum have the meanings set forth in the PPIG. The terms and
conditions of this Addendum apply to all CONVENIENCE FEE TRANSACTIONS processed pursuant to this Addendum. Unless expressly contradicted by this
Addendum,all terms of the PPIG and the SubmItter Agreement shall apply to the processing of CONVENIENCE FEE TRANSACTIONS.
2. DEFINITIONS.
CONVENIENCE FEE TRANSACTION is a transaction representlrg a charge to a Customer's Card for the convenience of using the payment channel offered by
Merchant and Submitter.
3. PROCESSING AND PAYMENT.
Merchant and Submitter hereby agree that(I)all CONVENIENCE FEE TRANSACTIONS will be submitted by SubmItter to Paymentech under the Submitter
Agreement,(I)all Transactions will be submitted by Submitter on behalf of Merchant to Paymentech under the PPIG,(III)all Paymentech processing fees,Interchange
and assessment fees,or other fees that may apply associated with the CONVENIENCE FEE TRANSACTION shall be paid by SubmItter,(iv)all Paymentech process rig
fees,Interchange ge and assessment fees,or other fees that may apply entreated with Transactions shall be paid by Submitter,(v)al Chargebacks(but not chargeback
fees),returns and suntan charges related to Transactions shall be paid by Merchant.(v1)all Chargebacks,Chargeback fees,funds transfer fees,returns and similar
charges related to CONVENIENCE FEE TRANSACTIONS shall be paid by SubmItter,(vii) all funds transfer fees,Chargeback fees and similar charges related to
Transactions shall be paid by Submitter(vii)settlement funding for CONVENIENCE FEE TRANSACTIONS will be paid directly to a bank account designated by Submitter,
and(Ix)settlement noting for Transactions will be paid directly to a bank account designated by Merchant
Your signature on two copies of this Addendum that you return to us Indicates your understand ng and acceptance of Its terms and Incorporation by reference In the PPIG and
the SubmItter Agreement.
Agreed and Accepted by:
Agreed and Accepted by:
City of Carmel Utilities
MERCHANT LEGAL NAME(Print or Type) PAYMENTECH,LLC for itself and on behalf of
JPMORGAN CHASE BANK,N.A
Address(Print or Type)
Dv'
By(authorized signature) Print Name:Kyle.).Salved.Group Manager and Senior Director
Date:
By,Name,Title(Print or Type)
Address: 4 Northeastern Boulevard Salem NH 03079
Date
Agreed and Accepted by:
Invoice Cloud,Inc
SUBMITTER LEGAL NAME(Print or Type)
35 Braintree Hill Office Park.Braintree.MA 02154
Address(Print or Type)
4,
By(authorized signature) B
2ober4- Lctp;das EVP "p(HIBff
By,Name,Title(Print or Type)
Date
JKIQht/RPreble/13402It)
Oty of Cannel Utilities Page 1 of 1 0405-2013
EXHIBIT D
11 A}FWAVIT
c)e,-1- Lc,,;-iCl ,being first duly sworn,deposes and says that
he/she is familiar with and has personal knowledge of the facts herein and,if called as a witness in this
matter, could testify as follows:
1. I am over eighteen (18)years of age and am competent to testify to the facts contained
herein.
2. I am now and at all times relevant herein have been employed by
e c/ 4.,-*() (the "Employer")
in the position of C \l?
3. I am familiar with the employment policies,practices,and procedures of the Employer and
have the authority to act on behalf of the Employer.
4. The Employer is enrolled and participates in the federal E-Verify program.Documentation
of this enrollment and participation is attached and incorporated herein.
5. The Employer does not knowingly employ any unauthorized aliens.
6. To the best of my information and belief, the Employer does not currently employ any
unauthorized aliens.
7. FURTHER AFFIANT SAYETH NOT.
AX
EXECUTED on the a day of M (l '7 ,2013 .
Printed: 2,�e L, n dr1
I certify under the penalties for perjury under the laws of the United States of America and the State of
Indiana that the foregoing factual statements and representations are true and correct.
Printed: QtAc- cie 3