Payer and Non-Payer User Terms and Conditions

Payer and Non-Payer User Terms and Conditions

(INCLUDING AUTO-PAY AND PAPERLESS TERMS AND CONDITIONS)

BY AGREEING OR SIGNIFYING YOUR ACCEPTANCE TO THESE PAYER AND NON-PAYER USER TERMS AND CONDITIONS (“Terms and Conditions”), OR BY USING OR SEEKING TO ACCESS THIS PAYMENT PORTAL OR ANY INVOICE CLOUD SERVICE, YOU AGREE TO THESE TERMS AND CONDITIONS ON YOUR OWN BEHALF, ON BEHALF OF YOUR AFFILIATES, EMPLOYEES, ASSOCIATES, PARENT OR SUBSIDIARY CORPORATIONS OR OTHER TYPE OF LEGAL ENTITY, AND ON BEHALF OF ANYONE ACTING IN COLLABORATION WITH YOU (“YOU”). YOU REPRESENT AND WARRANT THAT YOU (I) ARE THE PAYER (AS DEFINED BELOW) OR YOU HAVE THE PAYER’S EXPRESS WRITTEN AUTHORIZATION SPECIFYING THAT YOU (NOT AN INTERMEDIARY PARTY) HAVE BEEN GRANTED THE SPECIFIC RIGHT TO ACCESS AND MAKE USE OF THESE INVOICE CLOUD SERVICES, SIGNED BY PAYER, A COPY OF WHICH AUTHORIZATION, BEARING THE HANDWRITTEN SIGNATURE OF THE PAYER (“PAYER WRITTEN AUTHORIZATION”), HAS BEEN PROVIDED TO INVOICE CLOUD, AUTHORIZING YOU TO USE PAYER’S ACTUAL EMAIL ADDRESS TO PAY PAYER’S BILL USING THESE INVOICE CLOUD SERVICES, AND (II) HAVE FULL AUTHORITY TO BIND YOURSELF TO, AND BY USING THIS PAYMENT PORTAL AND INVOICE CLOUD’S SERVICES AGREE TO BE BOUND BY, THESE TERMS AND CONDITIONS YOURSELF. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS AND/OR DO NOT HAVE PAYER’S AND INVOICE CLOUD’S WRITTEN AUTHORIZATION SIGNED BY THE CEO OF INVOICE CLOUD, TO USE INVOICE CLOUD’S SERVICES AS PROVIDED HEREIN, DO NOT USE THESE OR ANY OTHER INVOICE CLOUD SERVICES, OR YOU WILL BE SUBJECT TO LEGAL ACTION BY INVOICE CLOUD FOR UNAUTHORIZED ACCESS TO INVOICE CLOUD SERVICES AND SYSTEMS.

IF YOU ARE NOT THE ACTUAL PAYER (HEREINAFTER, “NON-PAYER USER”), YOU ACKNOWLEDGE THAT YOUR USE OF INVOICE CLOUD’S SERVICES COULD HARM PAYERS AND INVOICE CLOUD BILLERS. THEREFORE, NON-PAYER USERS ARE NOT PERMITTED UNDER THESE TERMS AND CONDITIONS TO MAKE ELECTRONIC PAYMENTS OR OTHERWISE USE THE SERVICES WITHOUT PRIOR WRITTEN AUTHORIZATION FROM INVOICE CLOUD SIGNED BY THE CHIEF EXECUTIVE OFFICER.

NON-PAYER USERS ACKNOWLEDGE AND AGREE THAT (X) YOUR USE OF OR ACCESS TO INVOICE CLOUD’S SERVICES BY MEANS OF PROVIDING INVOICE CLOUD WITH FICTITIOUS, FAKE, FALSE, MISLEADING OR CONTRIVED EMAIL ADDRESSES OR ACCOUNT CREDENTIALS OR EMAIL ADDRESSES THAT DO NOT ACTUALLY BELONG TO THE PAYER, IS A VIOLATION OF THESE TERMS AND CONDITIONS AND IS STRICTLY PROHIBITED, AND (Y) YOU WILL BE LIABLE TO INVOICE CLOUD AND ITS CUSTOMERS AND THEIR CUSTOMERS FOR ANY AND ALL DAMAGES, FEES, COSTS, AND EXPENSES, INCLUDING REASONABLE ATTORNEYS’ FEES, PAID BY OR INCURRED BY INVOICE CLOUD AND ITS CUSTOMERS AND THEIR CUSTOMERS, INCLUDING BUT NOT LIMITED TO LOST REVENUE, LOST PROFITS, ANY INTERCHANGE OR OTHER MONIES PAID BY INVOICE CLOUD FOR PAYMENT PROCESSING BY OR THROUGH ANY AND ALL PARTIES, INCLUDING BUT NOT LIMITED TO NON PAYER USERS, USING THIS INVOICE CLOUD SERVICE, AND ANY AND ALL EXPENSES, INCLUDING REASONABLE ATTORNEYS FEES, INCURRED BY INVOICE CLOUD IN ENFORCING THESE TERMS AND CONDITIONS AGAINST YOU, ANY NON PAYER USER, AND EACH OF THEIR AFFILIATES, SUPPLIERS, PARTNERS, AGENTS, OFFICERS, DIRECTORS, EMPLOYEES AND CONTRACTORS.

1. License Grant & Restrictions. Invoice Cloud hereby grants solely to the Payer (and not a Non-Payer User) a non-exclusive, non-transferable, non-assignable, worldwide right to use the Services, specifically to pay and/or view invoices issued by the Biller and accessed through the Services and to view and access payment and invoice history. All rights not expressly granted to Payer are reserved by Invoice Cloud and its licensors. No rights are granted to anyone other than the Payer using or accessing the Invoice Cloud Services in compliance with these Terms and Conditions.

Payers and Non-Payer Users shall not: (i) license, sublicense, sell, resell, transfer, assign, distribute, commercially exploit or otherwise make available to any third party not expressly authorized by Invoice Cloud, the Services or the Content in any way; (ii) modify or make derivative works based upon the Services or the Content; (iii) create Internet “links” to the Services or “frame” or “mirror” any Content; or (iv) reverse engineer or access the Services in order to (a) build or utilize, or undertake to operate or make available to any third parties, a competitive product or service, (b) build or utilize a product or service using similar ideas, features, functions or graphics, or financial benefits of the Services, or (c) copy or access or utilize any features, functions or graphics of the Services. Individual Payer account passwords cannot be shared or used by more than one individual Payer account, and Non-Payer Users are not permitted under these Terms and Conditions to use any Payer account, identifying information, payment information or other information derived from a Payer’s account. Where Payer is an organization, passwords may be reassigned from time to time to new Payer employees or other authorized personnel who are replacing former employees/personnel who have terminated employment or otherwise changed job status or function and no longer use the Services.

Payer and Non-Payer Users may not: (i) interfere with, disrupt, redirect or otherwise affect in any harmful, damaging or negative way the integrity or performance or the economic benefits to Invoice Cloud of the Services or the data contained therein; or (ii) attempt to gain unauthorized access, which means access not authorized by Invoice Cloud as required hereunder (and, where applicable, access not also authorized through a Payer Written Authorization), to the Invoice Cloud Services or its related systems or networks, whether through use of email addresses that do not belong to the actual Payer or through any other means.

Payer and Non-Payer Users shall not access the Invoice Cloud Services for purposes of monitoring its availability, performance or functionality, or for any other benchmarking, for competitive purposes or for the financial gain of any party other than Invoice Cloud.

PROHIBITED USE: Invoice Cloud does not accept payments from any Non-Payer Users or other third-party payers, except where a Non-Payer Use has: (a) prior written authorization from Invoice Cloud signed by the Chief Executive Officer; and (b) has been granted Payer’s express written permission in the form of a Payer Written Authorization, to use Payer’s email address to pay their bill using these Services. Third party commercial payers and/or payment aggregators that have not obtained the required authorizations listed in the immediately preceding sentence are expressly prohibited from submitting payments through the Services or otherwise using the Services, whether such payments are submitted via the web, interactive voice response (IVR) system, or any other Invoice Cloud interface. Any use of so-called “bots” or other automated means through which any Non Payer User accesses or attempts to access the Invoice Cloud Services is expressly prohibited by these Terms and Conditions and anyone using such methods or technology to access or attempt to access the Invoice Cloud Services shall be liable to Invoice Cloud for Damages (as defined herein). By using the Services, you represent and warrant that you are either: (i) an actual and direct Payer of an Invoice Cloud Biller and are paying a bill on your own behalf; (ii) an authorized W-2 employee or relative of the actual Payer and are paying a bill on behalf of the Payer; or (iii) a Non-Payer Use that has obtained prior written authorization from Invoice Cloud signed by the Chief Executive Officer to use the Services, and have been granted Payer’s express written permission in the form of a Payer Written Authorization, to use Payer’s email address to pay their bill using these Services. You further represent and warrant that you are not using the Services for any financial or commercial gain. You agree that any breach of the foregoing representations and warranties constitutes a material breach of these Terms and Conditions. Invoice Cloud reserves the right to reject or reverse any and all unauthorized payments made from Non-Payer Users or other third party agencies not specifically permitted by these terms and conditions, and you agree to indemnify, defend and hold harmless Invoice Cloud and its customers and their customers from and against any interchange fees, merchant fees, or similar or related fees, costs or expenses, as well as all other costs and fees, including internal costs to Invoice Cloud to research and compile charges by you, incurred in processing a payment transaction in violation of the foregoing representations and warranties in this paragraph.

Additionally, any Non-Payer User using or accessing the Services agrees to indemnify, defend, and hold harmless each of the Payer, the Biller and Invoice Cloud (collectively, the “Indemnitees”) from and against any and all direct and indirect damages, liabilities, costs, lost revenue, lost profits and expenses, including reasonable attorneys’ fees, suffered or incurred by any of the Indemnitees as a result of the Non-Payer User’s use of or access to the Services or breach of these Terms and Conditions (“Damages”). Non-Payer Users are not permitted under these Terms and Conditions to replace or supplant electronic payments initiated directly by Payers, with credit or virtual card transactions submitted by the Non-Payer User through which the Non-Payer User benefits by being a card issuer, or being affiliated with a card issuer, who shares card association interchange or other network fees with such Non-Payer User or Non-Payer User’s affiliate. Any Non-Payer User accessing these Services agrees that any violation or breach of this paragraph will subject that Non-Payer User to Damages.

Non-Payer User agrees that each Indemnitee shall be entitled to immediate injunctive relief, without posting a bond, in the event Non-Payer User uses or accesses the Services in any way inconsistent with or in violation of any of the provisions hereof (“Injunctive Relief”).

2. Privacy & Security; Disclosure

Invoice Cloud’s privacy and security policies may be viewed at https://www.invoicecloud.net/privacy-policy. Invoice Cloud reserves the right to modify its privacy and security policies in its reasonable discretion from time to time, which such modification shall not materially adversely impact such policies. With respect to Protected Health Information (as defined in 45 C.F.R. 160.103), Invoice Cloud will enter into a Business Associate Agreement pursuant to 45 CFR part 160 and 164 with the Biller. Invoice Cloud will maintain compliance with current required Payment Card Industry (PCI) standards and Cardholder Information Security standards enforceable by the Biller.

3. Payer’s and Non-Payer User’s Responsibilities

Payer and Non-Payer User are each independently responsible for all activity occurring under Payer’s accounts and shall abide by all applicable local, state, and national laws, treaties and regulations in connection with Payer’s and Non-Payer User’s use of the Services, including those related to data privacy, communications, export or import of data and the transmission of technical, personal or other data. Payer and Non-Payer User shall: (i) notify Invoice Cloud immediately of any unauthorized use of any password or account or any other known or suspected breach of security; (ii) report to Invoice Cloud and immediately stop any copying or distribution of Content that is known or suspected by Payer or Non-Payer User; and (iii) not impersonate another user of Invoice Cloud’s Services or provide any fictitious, fake, false, misleading or contrived identity information, including email addresses associated with any party other than the actual and direct Payer, to gain access to or use the Service. Use of any email addresses other than the Actual Payer Email Address (as defined below) is expressly prohibited by these Terms and Conditions, is a material breach of these Terms and Conditions, and subjects anyone using such other email addresses to liability for Damages, as defined herein.

4. Account Information and Data

Invoice Cloud does not own any data, information or material that Payer submits to the Services in the course of using the Services (“Payer Data”). Payer, not Invoice Cloud, shall have sole responsibility for the accuracy and intellectual property ownership or right to use of all Payer Data, and, to the extent permitted by applicable law, Invoice Cloud shall not be responsible or liable for the deletion, correction, destruction, damage, or loss of any Payer Data by Invoice Cloud, the Payer or otherwise. In the event these Terms and Conditions are terminated, upon request within 60 days thereafter, Invoice Cloud will make available to Payer a file of the Payer Data.

5. Intellectual Property Ownership

Invoice Cloud alone (and its licensors, where applicable) shall own all right, title and interest, including all related Intellectual Property Rights, in and to the Invoice Cloud Technology, the Content and the Service and any suggestions, ideas, enhancement requests, feedback, integration components and application programming interfaces, recommendations or other information provided by Payer or Non-Payer Users or any other party relating to the Service. In the event any such intellectual property rights in the Invoice Cloud Technology, the Content or the Services do not fall within the specifically enumerated works that constitute works made for hire under applicable copyright laws or are deemed inventions owned by Invoice Cloud, Payer and Non-Payer User hereby irrevocably, expressly and automatically assigns all right, title and interest worldwide in and to such Intellectual Property Rights to Invoice Cloud. These Terms and Conditions are not a sale and do not convey to Payer or Non-Payer User any rights of ownership in or related to the Services, the Invoice Cloud Technology or the Intellectual Property Rights owned by Invoice Cloud. The Invoice Cloud name, the Invoice Cloud logo, and the product names associated with the Services are trademarks of Invoice Cloud or third parties, and no right or license is granted to use them. Payer and Non-Payer User hereby irrevocably assigns their ownership of any and all intellectual property rights associated with their use of the Services to Invoice Cloud.

6. E-mail Notifications

The Payer hereby consents to receiving e-mail notifications as a reminder that payments are due or to be paid with respect to a Biller’s invoice or charges. Such e-mail notifications will include a link to the Services. Payer can opt out of such e-mail notifications by following instructions contained on the notification. Until Payer opts out of such e-mail notifications, such notifications will continue. All Non-Payer Users of the Services agree not to use any email address, other than the actual email address of the Payer (“Actual Payer Email Address”), in accessing or using the Services where permitted hereunder. Any person who, or entity that, accesses, uses or otherwise interacts with the Services shall be subject to the foregoing email address restrictions and acknowledges and agrees that: (I) any access to or use of the Services using any email address other than an Actual Payer Email Address shall be a material violation of these Terms and Conditions; (II) as a result of such violation, such person or entity shall be liable to the Indemnitees for Damages and for Injunctive Relief. For avoidance of doubt, any Non-Payer Users or other third parties other than Payer who use any email address other than the Actual Payer Email address agree that in doing so they are violating these Terms and Conditions and the Intellectual Property Rights of and trade secret rights belonging exclusively to Invoice Cloud or its applicable licensor(s).

7. Termination for Cause

Any breach or violation of these Terms and Conditions or unauthorized use of the Invoice Cloud Technology or Services will be deemed a material breach of the Terms and Conditions. Invoice Cloud, in its sole discretion, may terminate Payer’s or any other Non-Payer User’s password, account or use of the Services if Payer or such other Non-Payer User breaches or otherwise fails to comply with these Terms and Conditions. In addition, Invoice Cloud may terminate a free account at any time in its sole discretion, including without limitation for any violation of these Terms and Conditions. Payer agrees and acknowledges that Invoice Cloud has no obligation to retain the Payer Data, and may delete such Payer Data, if Payer has materially breached the Terms and Conditions, including but not limited to failure to pay outstanding fees, and such breach has not been cured within 30 days of notice of such breach.

8. Representations & Warranties

Payer and Non-Payer User represents and warrants that it has the legal power and authority to enter into the Terms and Conditions. Payer and Non-Payer User represents and warrants that it has not falsely identified itself nor provided any false information, including but not limited to email addresses other than Actual Payer Email Addresses, to gain access to the Services and agrees that to do so would be a violation of these Terms and Conditions that subjects such Payer or Non-Payer User to Damages owed to Invoice Cloud. Payer and Non-Payer User represents and warrants that all billing information provided to Invoice Cloud is true, accurate, correct and is or was provided pursuant to a Payer Written Authorization where required hereunder.

9. Convenience Fees are Non-Refundable; Indemnification

Any convenience fees paid by or on behalf of Payer are non-refundable by Invoice Cloud to Payer once processed. Payer and Non-Payer User shall indemnify and hold Invoice Cloud, Biller and each of their licensors and each such party’s parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys’ fees and costs) arising out of or in connection with: (i) Electronic Check (EFT)/ACH reject fees assessed from transactions by or on behalf of a Payer, and chargebacks; (ii) a claim alleging that use of the Payer Data infringes the rights of, or has caused harm to, a third party; (iii) a claim, which if true, would constitute a violation by Payer or Non Payer User of these Terms and Conditions or any representation or warranty herein; or (iv) a claim arising from Payer’s or Non Payer User’s use of the Service.

10. Disclaimer of Warranties

EXCEPT AS PROVIDED IN THIS AGREEMENT, INVOICE CLOUD AND ITS LICENSORS MAKE NO REPRESENTATIONS, WARRANTIES, OR GUARANTIES. INVOICE CLOUD AND ITS LICENSORS DO NOT REPRESENT OR WARRANT THAT (A) THE USE OF THE SERVICES WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (B) THE SERVICES WILL MEET ANY USER’S REQUIREMENTS OR EXPECTATIONS, (C) ANY STORED DATA WILL BE ACCURATE OR RELIABLE, OR (D) THAT THE SERVICE WIL RUN ERROR-FREE OR DEFECTS-FREE OR THAT ANY SUCH ERRORS OR DEFECTS WILL BE CORRECTED. THE SERVICES AND ALL CONTENT ARE PROVIDED STRICTLY ON AN “AS IS” BASIS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY INVOICE CLOUD AND ITS LICENSORS. INVOICE CLOUD’S SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. INVOICE CLOUD IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.

11. Limitation of Liability

IN NO EVENT SHALL INVOICE CLOUD’S AGGREGATE LIABILITY EXCEED FIVE THOUSAND DOLLARS ($5,000). IN NO EVENT SHALL INVOICE CLOUD AND/OR ITS LICENSORS BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH INVOICE CLOUD’S SERVICES, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE SERVICES, OR FOR ANY CONTENT OBTAINED FROM OR THROUGH THE SERVICES, ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, REGARDLESS OF CAUSE IN THE CONTENT, EVEN IF THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT OR SUCH PARTY’S LICENSORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

12. Additional Rights

Certain states and/or jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental, consequential or certain other types of damages, so the exclusions set forth above may not apply to Payer or other users of Invoice Cloud’s Services.

13. Notice

Invoice Cloud may give notice by means of a general notice on the Services, electronic mail to Payer’s e-mail address on record in Invoice Cloud’s account information, or by written communication sent by first class mail or pre-paid post to Payer’s address on record in Invoice Cloud’s account information. Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or posting (if sent by first class mail or pre-paid post) or 12 hours after sending (if sent by email). Payer may give notice to Invoice Cloud (such notice shall be deemed given when received by Invoice Cloud) at any time by any of the following: letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail to Invoice Cloud at the following address: Invoice Cloud, Inc., 30 Braintree Hill Office Park, Suite 101, Braintree, MA 02184 in either case, addressed to the attention of Client Services.

Notice to any Non-Payer User using or accessing the Services, shall be to the last and usual address listed in the state or local records for such person or entity using any recognized overnight delivery service or through service by a local constable or similar person authorized by local law to serve process.

14. Modification to Terms

Invoice Cloud reserves the right to modify these Terms and Conditions or its policies relating to the Services at any time, in its sole and absolute discretion, effective upon posting of an updated version of the Terms and Conditions at invoicecloud.net/payer-terms-conditions. Payers and Non-Payer Users of Invoice Cloud’s Services are responsible for regularly reviewing these Terms and Conditions. Continued use of the Services after any such changes shall constitute your consent to such changes.

15. AutoPay Terms

If Payer selects AutoPay, Payer hereby authorizes an automatic deduction for the balance of your account with Biller from your actual bank or credit card account associated with Payer’s Actual Email Address, as listed in your online billing account. For purposes of identification, billing and marketing, Payer represents and warrants that the information Payer has provided is current, accurate, and complete, including the legal name, address, email address, telephone number(s), and that any changes, or cancellation of AutoPay made by Payer will be Payer’s responsibility. Payer agrees that Payer is solely responsible for maintaining the confidentiality of Payer’s password and account ID. Payer may revoke AutoPay by updating Payer’s online profile, which can be achieved from the Payer’s online account under My Profile – AutoPay, or by contacting the Biller. Non-Payer Users and any other third party users are expressly prohibited from enrolling a Payer in AutoPay or making any changes to a Payer’s AutoPay status or selection. Payer acknowledges and agrees that:

The frequency of the recurring charge may vary, depending upon the goods and services provided by Biller. Payer’s online account will always reflect the current amount due and retain payment history for up to 24 months.
By signing up for AutoPay, Payer may be assessed the normal and standard service fee for that transaction.
Payer will be notified of payments that are made by emailed payment confirmations.
Up-to-date contact information – if Payer’s email or telephone contact information, credit card, or bank account information changes, Payer will update Payer‘s online account prior to the next automatic payment in order to receive notice of that payment or to avoid any fees associated with late or missed payments (if the payment is not able to be processed with the information on record).
If Payer’s payment is declined, Invoice Cloud’s then standard fee for such occurrence is charged to Payer’s account.

16. Paperless Terms.

Payer is electing to receive an electronic record of their bill (Paperless Option) and upon selecting the Paperless Option, consents to the receipt of confirmation of Payer’s authorization and any notices required for any payment in electronic form. When Payer selects to receive an electronic record of their bill, Payer agrees to be automatically enrolled in and consents to paperless billing solely by and through Invoice Cloud. Payer may withdraw its consent to Paperless at any time by updating Payer’s online profile, which can be achieved from the Payer’s online account under My Profile – Paperless, or by contacting the Biller. Non-Payer Users and any other third party users are expressly prohibited from enrolling a Payer in Paperless or making any changes to a Payer’s Paperless Option status or selection. Only Payer may use its online account to:

Update Payer’s contact information,
Print a paper copy of an electronic record, and
Review Payer’s payment history.

17. General.

These Terms and Conditions shall be governed by Massachusetts law and controlling United States federal law, without regard to the choice or conflicts of law provisions of any jurisdiction, and any disputes, actions, claims or causes of action arising out of or in connection with the Terms and Conditions or the Services shall be subject to the exclusive jurisdiction and venue of the state and federal courts located in Boston, Massachusetts. These Terms and Conditions may not be assigned by any party without the prior written approval of Invoice Cloud. No text or information set forth on any other purchase order, preprinted form or document shall add to or vary the Terms and Conditions. If any provision of the Terms and Conditions is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect. No joint venture, partnership, employment, or agency relationship exists between Invoice Cloud and any user of its Services as a result of this agreement or use of the Services. The failure of Invoice Cloud to enforce any right or provision in these Terms and Conditions shall not constitute a waiver of such right or provision unless acknowledged and agreed to by Invoice Cloud in writing. These Terms and Conditions comprises the entire agreement between Payer/Non-Payer User and Invoice Cloud and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding the subject matter contained herein.

18. Definitions

As used in these Terms and Conditions:

“Terms and Conditions” means these terms and conditions, whether agreed to electronically, in writing or submitted online and any materials available on the Invoice Cloud website specifically incorporated by reference herein, as such materials, including the terms of these Terms and Conditions, may be modified by Invoice Cloud from time to time in its sole and absolute discretion;

“Biller” means the party who issues an invoice to the Payer which is to be paid through the Services.

“Content” means the audio and visual information, documents, software, and financial benefits of, products and services contained in the Services or made available to Payer in the course of using the Services;

“Payer Data” means name, address and contact information of Payers and associated credit card numbers and bank account numbers, excluding any data that Invoice Cloud acquired other than from the Biller or Payers;

“Intellectual Property Rights” means unpatented inventions, patent applications, patents, design rights, 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 by Invoice Cloud in providing the Services.

“Payer” means: (i) the customer, person or organization that is the actual and direct receiver of products, services or invoices of the Biller, which such Biller has subscribed to the Services in order to present invoices and receive payment from such customer, person or organization; (ii) a relative of such customer or person who has been authorized by such customer or person to pay a bill on the customer’s or person’s behalf, or (iii) where the customer is an organization, “Payer” shall also refer to an employee or other personnel of such organization who has been authorized by the organization to pay a bill on the organization’s behalf. Each such Payer is a party to these Terms and Conditions.

“Service(s)” means the specific edition of Invoice Cloud’s billing and payment service, or other corporate services developed, operated, and/or maintained by Invoice Cloud, accessible via http://www.InvoiceCloud.com or another designated web site or IP address, or ancillary online or offline products and services provided by Invoice Cloud, to which Payer and other authorized users are being granted access under these Terms and Conditions, including the Invoice Cloud Technology and the Content.

Questions or Additional Information:

If any party has questions regarding these Terms and Conditions or wishes to obtain additional information, please send an e-mail to compliance@invoicecloud.com.

Revs 2023.1