����������

BILLMATRIX^® Services – Additional Terms

These Additional Terms apply to the BillMatrix Services described below. 

1. BillMatrix Services. ����������, through itself and its Affiliates, will provide Client with a single implementation of the “BillMatrix Services,” to support the receipt and execution of User payments through a variety of agreed upon channels, which may include:

(a) ���������� Hosted User Interfaces

Agent Web Payment Channel – A ����������-hosted User interface to be used exclusively by Client’s Agents to enter payments on behalf of Customers.

Web Payment Channel – A ����������-hosted User interface which enables Users to enter payments through a ����������-hosted web interface inclusive of an optimized Web Payment Channel presentation to Users who choose to make payments through a mobile application interface.

IVR Payment Channel – A ����������-hosted User interface which enables Users to enter payment instructions through an IVR (hereinafter defined) telephone interface via a dedicated toll-free telephone number.

(b) Client Hosted User Interfaces

Application Programming Interface (“API”) Channel – A Real-Time Communication mechanism which enables the transmission of information, including but not limited to Payment Instructions, between Client’s and ����������’s systems via the internet or Virtual Private Network (VPN). The API Channel does not include a ����������-hosted User interface.

2. Definitions. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Agreement or as follows.

(a) ACH – a type of Electronic Fund Transfer (“EFT”), in which authorized debit transactions are sent through an Automated Clearing House (“ACH”) network for payment purposes. ACH payments are funded by a checking account on the ACH network.

(b) Agent – an authorized employee of Client or other Client-approved individual (which may include ���������� if requested by Client) who is legally authorized by Client to input Payment Instructions received from Users.

(c) Billing Account Number - the unique account number assigned by Client to its Customer for billing purposes.

(d) Billing Due Date – the date defined by Client by which the Customer’s payment is due.

(e) Convenience Fee – a fee charged by Client to Users for the convenience of making a payment through the BillMatrix Services.

(f) Customer- a person or other legal entity to whom Client provides goods and/or services.

(g) Customer Information - information defined in ����������’s file specifications that may be associated with a Customer, which may include but is not limited to, the Customer’s first name, last name, other legal name, Billing Account Number, billing due date, amount due, phone number and email address.

(h) Funding Account – The credit, debit card, or an EFT/ACH account which account is held at a U.S. financial institution, and which is used during a transaction.

(i) IVR – Interactive Voice Response (“IVR”) technology that allows a computer to interact with individuals through the use of voice and Dual Tone Multiple Frequency (DTMF) keypad inputs.

(j) Mini-Account Master (“MAM”) File – a type of file containing Billing Account Numbers and such other Customer Information, as applicable, submitted electronically by Client to ���������� to enable certain validation activities, including payment validation.

(k) Payment Instructions – the information required to execute a payment transaction.

(l) Payment Type – ACH, ATM or PINless debit card (including via the STAR, PULSE, NYCE or Accel networks), offline-debit and credit card (via the VISA and MasterCard networks) or other approved payment types.

(m) Processing Fee – the fee charged by ���������� to Client for the processing of the payment transaction.

(n) Real Time Communication - A connectivity method between ���������� and Client through which information is provided or obtained on a near real-time basis.

(o) Recurring Payment – a payment which has been authorized by a Registered User in advance, to occur on a recurring basis, at substantially regular intervals, and will require no further action by the User to initiate the transaction.

(p) Returns - the refusal of payment or a return of funds initiated by the depository institution or issuing bank associated with a Funding Account

(q) User– Client’s Customers and other individuals who initiate bill payments on behalf of Customers using the BillMatrix Services as specified herein. Users may be classified as “Non-Registered”, meaning that Users may access the BillMatrix Services without the requirement of username and password authentication at Client’s website, or “Registered”, meaning that Users have been authenticated at Client’s website via username and password verification prior to accessing the BillMatrix Services, which will be specified in the Project Plan.

(r) Wallet – a module within the BillMatrix Services which allows Registered Users to save one or more payment instruments or Funding Accounts which may be accessed for use in making subsequent BillMatrix payments in connection with the applicable Billing Account Number.

3. ����������’s Obligations.

(a) When Client purchases BillMatrix Services including the Web Payment Channel and/or Agent Web Payment Channel, ���������� will host an internet-based User interface for each such channel, when applicable, each of which may be delivered through Hyper Text Transfer Protocol over Secure Socket Layer (HTTPS) technology.

(b) When Client purchases BillMatrix Services including IVR Payment Channel, ���������� will procure a toll-free number on behalf of Client to enable Users to access the IVR Payment Channel, when applicable. ���������� will provide IVR scripting in English for touchtone telephone payments.

(c) The IVR Payment Channel, Web Payment Channel and Agent Web Payment Channel will allow the User (or Agent on User’s behalf) to enter mutually defined criteria, which may include the Customer’s Billing Account Number and other User information, and send the entered information directly to Client for validation, or validate against Customer Information received in a MAM file, or validate against Billing Account Number characteristics and other mutually agreed-upon criteria to confirm valid Customer Information. ���������� shall not proceed with the transaction unless Customer Information has been provided by the User and validated as described herein.

(d) When Client purchases BillMatrix Services including the API Channel, ���������� shall provide an API (but no website, IVR, Agent, or other User interface) which may be accessed by Client in order to facilitate the exchange of information and Payment Instructions obtained by Client between Client’s systems and the BillMatrix Services.

(e) When applicable, and upon User consent, ���������� shall allow Registered Users to save payment instruments within the Wallet and to authorize subsequent payments using such stored Wallet information.

(f) ���������� shall submit Payment Instructions to Processors for authorization and settlement on behalf of Client. Upon receipt of a payment authorization, ���������� shall send a payment notification to Client, either through Real Time Communication or batch mechanism, as mutually agreed.

(g) ���������� shall provide to the User a confirmation message when a payment transaction has been authorized or a decline notification for an unsuccessful payment.

(h) ���������� shall make reasonable efforts to ensure that BillMatrix Services are available 24 hours a day, 7 days per week, subject to scheduled or unavoidable downtime, however, ���������� does not warrant that BillMatrix Services will be error free or un-interrupted.

(i) ���������� shall provide Client with daily reports regarding payments made by Users which shall include, but not be limited to, authorized transactions, Payment Types, payment amounts, and Returns. Such reports shall be provided electronically on days and at times mutually agreed by the Parties and copies of such reports shall be available to Client through the administrative portal.

(j) ���������� shall remit User payments received through the BillMatrix Services prior to Client’s designated close of business to Client’s bank account the following business day, subject to Section 8(b) below, or otherwise as mutually agreed by the parties.

(k) ���������� shall provide Client with (i) access to the administrative portal 24 hours a day, 7 days a week, subject to scheduled or unavoidable downtime; (ii) the ���������� Service Center, available 24 hours a day, 7 days per week to assist Client with technical issues; and (iii) customer service representatives accessible to Client to assist with payment inquiries, Monday through Friday from 7:30 a.m. to 8:00 p.m. CT.

4. Client’s Obligations.

(a) Client shall ensure Agents who access the Agent Web Payment Channel can be uniquely identified and shall submit mutually agreed-upon Agent credentials to ���������� for authentication. Client shall appoint a representative to manage access to the Agent Web Payment Channel for its employees and Agents, as applicable.

(b) Client shall make reasonable efforts to ensure the availability of a User interface to provide Users with a central point of entry to the BillMatrix Services for all transactions and other interactions that are initiated from a user interface that is not hosted by ����������.

(c) For Users accessing the BillMatrix Services from interfaces not hosted by ����������, Client shall be solely responsible for (i) managing enrollment eligibility rules, (ii) authenticating a User wishing to utilize the BillMatrix Services, (iii) authorizing the User to access the Wallet and managing Users’ access Wallet data within the BillMatrix Services from interfaces not controlled by ����������, and (iv) authorizing the User to make payments to a billing account. Client acknowledges that ���������� does not provide additional User validation upon receipt of a Payment Instruction through the API Channel.

(d) For payments initiated from User interfaces not hosted by ���������� (including Recurring Payments which have been authorized prior to the transfer of such instructions to ����������) and for payments initiated via the Agent Web, prior to Client’s submission of such payment instructions to ����������, Client agrees to obtain, or will have already obtained, Users’ payment authorizations in accordance with Laws and Rules (as defined below), as applicable, and provide all required notifications to such Users, and Client shall provide to ���������� a copy of such authorization promptly upon ����������’s written request.

(e) If applicable, Client shall provide to ���������� the current amount due, date due, and Billing Account Number for Registered Users who have signed up for automatic payments, and Client shall provide appropriate disclosures and notices to Users in connection with automatic and Recurring Payments.

(f) Client agrees to provide current Customer Information through Real Time Communication or by delivering a MAM file to ����������, or by such other means as mutually agreed by the parties, for use in validating Billing Account Numbers (when such validation is performed by ����������) and remitting payments. Client shall not use the BillMatrix Services to process payments for any Customer account which is in default status.

(g) Upon receipt of a payment notification, Client shall promptly credit the applicable Customer account(s).

(h) Client agrees to provide ���������� with Client bank account information necessary to enable ���������� to properly debit and credit Client bank accounts. Receipt by ���������� of funds in valid legal tender on behalf of Client shall constitute payment to Client.

(i) Client agrees to repay any chargebacks or Returns resulting from transactions received through the BillMatrix Services. Such obligation shall survive any termination or expiration of the BillMatrix Services.

(j) Client represents and warrants that Usersmaking payments throughthe BillMatrix Services will enter into or will have previously entered into a legally binding and enforceable agreement with Client regarding the User’s use of the BillMatrix Services which includes both terms of service and privacy disclosures(collectively, the “Terms of Service”) prior to use.���������� will provide Client with a sample Terms of Service that Client may utilize or replace with its own Terms of Service.Client acknowledges that the Terms of Service are between Client and its Users, not ����������, and that Client will be responsible for the content of the Terms of Service. Client shall not permit Users who have not accepted the applicable Terms of Service to utilize the BillMatrix Services.

(k) In its Terms of Service between Client and Users, Client agrees to include: (i) disclaimers of incidental, indirect, consequential, special, punitive, and exemplary damages and any other damages of a similar nature; and (ii) reasonable and quantified limitations on direct damages; that, with respect to both (i) and (ii), may be claimed or alleged by such Users arising out of or relating to the BillMatrix Services.Such disclaimers and limitations must extend to Client’s third party suppliers or providers (but do not need to specifically reference ����������).Client will enforce such disclaimers and limitations in claims, lawsuits and proceedings brought by or involving Client’s Users.Client also agrees to include in its Terms of Service privacy disclosuresthat meet the requirements of the Gramm Leach Bliley Act (or any successor or similar legislation) and encompass the uses and sharingof consumer information included in ����������’s sample privacy policy.���������� reserves the right (but is not obligated) to review any Client Terms of Service or other disclosures Client may provide to Users when making payments through the BillMatrix Services, and Client shall provide copies of such terms and disclosures upon ����������’s reasonable request.

(l) Client represents and warrants that it has all rights and authority and has obtained all necessary consumer consents required to (i) transfer or give ���������� access to consumer data (including without limitation (1) Users’ payment instructions and payment account information necessary to perform Recurring Payments and (2) Registered Users payment account information), and (ii) direct ���������� to transfer any consumer data to Client or other third parties as it may instruct. Client agrees not to transfer any User instructions or payment account information for Recurring Payments, or transfer any future dated Payment Instructions, to ���������� without having obtained all authorizations require by Law and the Rules (as defined below), and Client will be responsible for any failure to do so.

(m) Client shall be responsible for and shall administer the process by which a User enters Payment Instructions in connection with User interfaces not hosted by ����������. FISERV DISCLAIMS, AND CLIENT HEREBY EXPRESSLY ASSUMES, ANY AND ALL LIABILITY ARISING OUT OF OR RELATING TO THE COLLECTION, USE, AND TRANSMISSION OF USER INFORMATION OR OTHER DATA PRIOR TO ENTRY INTO FISERV’S SYSTEMS.

5. Mutual Obligations.

(a) ���������� and Client will engage to create a mutually agreed upon project plan for the implementation of the BillMatrix Services that will include a final list of standard requirements, tasks and delivery dates for such tasks (the “Project Plan”). ���������� and Client will work in good faith to implement the BillMatrix Services in accordance with the Project Plan.

(b) When Real Time Communication is used, both parties agree to maintain system availability and process requests in a timely manner. The parties will use commercially reasonable efforts to remedy any transmission problems occurring in the Real Time Communication as quickly as practicable.

6. Customer Notification.

(a) With 30 days following the date on which the BillMatrix Services first provided, Client agrees (i) to prominently display a link on its website homepage (e.g. “Pay Now” or “Expedited Payments”) which shall direct Customers’ access to the BillMatrix Services; and (ii) if applicable, to display the toll-free telephone number used for the IVR Payment Channel on its website. Client agrees to provide messaging to all Customers through its printed and electronic bills regarding the availability and accessibility of the BillMatrix Services, which shall include the toll-free telephone number used for the IVR Payment Channel.

(b) ���������� shall have the right to reasonably display the names and logos of Client in connection with the BillMatrix Services.

7. Exclusivity. ���������� shall be the sole and exclusive provider of the services that are the subject matter of these additional terms. Client agrees not to enter into an agreement with any other entity to provide these services (or similar services), and not to actually receive from a third party or perform for itself these services (or similar services) during the term of the BillMatrix Services without ����������’s prior written consent. If Client acquires another entity, the exclusivity provided to ���������� hereunder shall take effect with respect to such acquired entity as soon as practicable after expiration or earlier termination of such acquired entity’s previously existing arrangement for these services. If Client is acquired by another entity, the exclusivity provided to ���������� hereunder shall apply with respect to the level or volume of services provided immediately prior to the signing of the definitive acquisition agreement relating to such acquisition and shall continue with respect to the level or volume of such services until any termination or expiration of the BillMatrix Services.

8. Additional Terms.

(a) Compliance with Laws. Client shall comply with: (i) all federal, state and local laws applicable to its performance under the Agreement (which shall include without limitation the Bank Secrecy Act and its implementing regulations, any and all sanctions or regulations enforced by OFAC, and any laws and regulations related to money transmission, consumer protection, or unclaimed property) (“Laws”); and (ii) the rules of the National Automated Clearinghouse Association, banking networks, ATM networks, credit and debit card acquirers and the payment brands (the “Rules”).

(b) Client represents and warrants that each of Client’s agreements with Customers shall comply with all applicable laws, rules and regulations. Client further represents and warrants that any Convenience Fees assessed hereunder shall comply with applicable laws, rules, and regulations as well as Client’s agreement with the applicable Customer.

(c) Client is responsible to disclose to Users payment options that would not incur a fee or would incur a fee that is less than the Convenience Fee. Without limiting the foregoing, Client shall not make false representations about a Convenience Fee to a User and shall not withhold information from a User about payment options that would not incur a fee (or would incur a fee lower than a Convenience Fee) if a User requests such information.

(d) ����������'s provision of BillMatrix Services under these terms is contingent upon Client satisfying ����������'s customer vetting standards. Client agrees to provide ���������� any documentation and assistance as may be reasonably required from time-to-time in connection therewith.

(e) Processors.

(i) Client recognizes that ���������� may utilize certain financial institutions, Affiliates, and nationally recognized payment brands, debit and credit card networks and associations (“Processors”). If ���������� receives a compliance notice from any Processor, the parties agree to work together in good faith to: (A) resolve such compliance issue as required by such Processor; and (B) avoid or mitigate any potential fines or other repercussions. If Client fails to comply with the applicable Processor requirements and ���������� is assessed a fine because of Client’s violation, ���������� will charge such fine to Client, and Client shall promptly reimburse ���������� for such amount. ���������� has the right to modify service procedures or fees set forth in these terms as a result of changes in telecommunication rates and Processor fees and in order to comply with Processor policies, Laws, and Rules. Any modification shall be preceded by written notice from ���������� at least thirty (30) days prior to such change, or such within such shorter timeframe as may be necessary due to the nature or timing of the change.

(ii) Client authorizes ���������� to disclose Payment Instructions to Processors. Client acknowledges that the actual electronic payments may be controlled by the Processors. ���������� is not responsible for delays or non-performance caused by such Processors.

(iii) Client acknowledges that ���������� shall be required to acquire a merchant identification number (“MID”) from the Processor indicating Client as the merchant of record for the User payments. Client agrees to execute any additional documents required by Processors, and provide ���������� with a current IRS Form W-9 and such other information as may be requested by ���������� or Processors. Client understands that Processors shall issue MIDs in their sole discretion, and agrees that ���������� is not responsible for any refusal by Processors to issue or maintain such MIDs or process Client’s transactions. ���������� shall have the right to cease accepting a particular Payment Type upon the applicable Processor’s requirement.

(iv) Payment Card Industry Data Security Standards. Client hereby agrees to comply with all applicable requirements of the Payment Card Industry Data Security Standards (as such requirements may change from time to time) (“PCI-DSS”). Upon of the Agreement and annually thereafter, Client agrees to validate its compliance with PCI-DSS by providing ���������� with its Attestation of Compliance and certification of completion of its ASV scans or Self-Assessment Questionnaire, as applicable. In addition to the foregoing, Client agrees to provide ���������� with documentation as reasonably requested by ���������� from time to time, so that ���������� can validate Client’s on-going compliance with PCI-DSS in connection with User Payments processed through the BillMatrix Services.

(v) If Client elects to accept American Express cards as a Payment Type, the following provisions shall apply:

A. American Express Travel Related Services Company, Inc. (“American Express”) requires Client to agree to the following limitation on American Express liability, and Client hereby agrees as follows:

B. In no event will American Express, its affiliates, successors, or permitted assigns be liable to Client for any incidental, indirect, speculative, consequential, special, punitive, or exemplary damages of any kind (whether based in contract, tort, including negligence, strict liability, fraud, or otherwise, or statutes, regulations, or any other theory) arising out of or in connection with the BillMatrix Services, even if advised of such potential damages. American Express will not be responsible to Client for damages arising from delays or problems caused by telecommunications carriers or the banking system.

C. Client confers on American Express third party beneficiary rights to the provisions of the Agreement, as it may be amended, applicable to American Express card acceptance and, American Express has the right to enforce such terms against Client. Client confirms that it does not hold third party beneficiary rights to any agreements between ���������� and American Express related to the BillMatrix Services and at no time will attempt to enforce any such agreements against American Express.

D. Client agrees to comply with the American Express Merchant Operating Guide requirements, which may be viewed at: .

(f) Suspension Conditions. If ���������� reasonably believes that Client’s provision of services to Users, Client’s use of the BillMatrix Services (including the assessment, amount, or legality of any Convenience Fees), or Client’s or any User’s conduct in using the BillMatrix Services (including without limitation a User initiating fraudulent or unauthorized transfers or account access) violates any applicable law, rule, or regulation, or otherwise poses a threat to ���������� or any ���������� System, security, equipment, processes, intellectual property or reputation (including without limitation regulatory investigation, inquiry or penalty) (“Suspension Condition”), ���������� shall have the right to suspend the BillMatrix Services or any portion thereof. ���������� will promptly notify Client of any such suspension, and ���������� shall have the right to terminate the BillMatrix Services if the Suspension Condition is not curable or is not cured within thirty (30) days following notification (or such shorter timeframe as may be required by law, regulation or regulator).

(g) Client is responsible to deliver any payment confirmations required by Law or the Rules to the User in accordance with such requirements, with the exception of any confirmations that are identified as a ���������� responsibility in the applicable business requirements document.

(h) Indemnification. Client agrees to indemnify, defend and hold harmless ����������, its suppliers, Affiliates, and its and their officers, directors, employees, agents, successors and assigns, from any and all losses, liabilities, damages, fines, penalties, costs and expenses (including without limitation reasonable attorneys’ fees and costs of investigation) arising from or related to: (i) Client’s failure to fulfill its obligations set forth in these terms, (ii) any Convenience Fees, including without limitation the assessment, amount, or legality thereof, and (iii) any violation or alleged violation of any Law or Rule (including without limitation any resulting legal action or enforcement action).

9. Holidays, Weekends, and Business Days.

(a) When Federal Reserve holidays are observed, the report for such day will be included in the next business day’s reports. The Federal Reserve Holiday schedule may be found at: http://www.federalreserve.gov.

(b) The BillMatrix Service is designed to deliver reports and settled funds on weekdays that are not a Federal Reserve holiday. Transactions occurring after the close of business on Friday, or on Saturday or Sunday, shall be funded with Monday’s business day transactions.

10. Maximum Payment Amount/ Payment Type Mix. Client agrees that each transaction made by a User through the BillMatrix Services will be subject to certain transaction limits reasonably imposed by ���������� unless otherwise mutually agreed in writing. If (i) the average face amount of payments received through the BillMatrix Services for Client exceeds such limits for credit card and/ or debit card transactions during any month, or (ii) the total dollar amount of payments transacted with a commercial credit card, corporate credit card, or a rewards credit card exceeds such limit of the total dollar amount of payments received through the BillMatrix Services in a month, the Parties agree that ���������� shall have the right to increase any processing /convenience fees set forth above by an equitable amount upon thirty (30) days prior written notice to Client.

11. Minimum Monthly Processing Fees. A minimum monthly processing fee as set forth in the Fee Exhibit shall apply. Such fees are referred to as the “Minimum Monthly Processing Fee.” If the amount of the Processing Fees owed for a particular month are less than the Minimum Monthly Processing Fee for the particular month, then ���������� shall invoice Client, and Client shall pay ����������, for the applicable Minimum Monthly Processing Fee for such month in lieu of the Processing Fees.

12. Processing Charges. Except as set forth herein, ���������� shall pay any process charges, merchant discounts and other fees that arise in connection with the authorization and settlement of transactions completed through the BillMatrix Services.

13. Returns. Client agrees to pay the dollar amount of any Returns or chargebacks against sums paid to Client, and hereby authorizes ���������� and its Processors to: (a) withhold the amount of Returns from future credits to Client bank accounts, or (b) debit Client bank account for such Returns. If ���������� is required by a Processor to pay such Returns, Client agrees to reimburse ����������. The parties agree to cooperate with one another in the investigation and resolution of any alleged mistakes or errors. Client acknowledges and agrees that Processors are intended third party beneficiaries under this paragraph.

Client agrees to pay ���������� $1.50 for each ACH payment returned, unless otherwise agreed.

14. Remittance of Convenience Fees. Following the close of each month, ���������� shall remit to Client the Convenience Fees that ���������� collected from Users on Client’s behalf for payments made during such month, less the amount of (a) the Processing Fees due to ���������� for such payments and (b) any other amounts owed by Client to ���������� under the Agreement (including without limitation any Processing Fees for non-Convenience Fee Payments). In the event that for any month(s) the amount of the Processing Fees due to ���������� hereunder exceeds the amount of Convenience Fees collected on Client’s behalf, ���������� shall instead invoice Client for the amount due following the close of the applicable month(s).