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<br />Contract ID- NA 2022 Page 4 of 8
<br />c) Customer’s use of the Services does not violate the terms of the Agreement or these terms and conditions.
<br />d) Customer shall not use the Services or Provider Platform to create, train, or improve (director or indirectly) a substantially similar product or service.
<br />e) Customer shall not reverse engineer, decompile, disassemble, or otherwise create, attempt to create or derive, or permit or assist anyone else to
<br />create or derive the source code of any Services or Provider Platform provided in connection with the Agreement or these terms and conditions.
<br />2.5. Provider will charge Customer’s utility consumers a service fee for each Payment ("Provider Service Fee") or invoice Customer separately per
<br />transaction, as provided in the attached order form.
<br />a) The Provider Service Fee is to be collected in addition to the corresponding Payment or invoiced to Customer, as designated by Customer.
<br />b) For each Payment, the Provider Service Fee will be collected and Provider will pay the corresponding processing and related fees of the Approved
<br />Payment Types ("Transaction Fees") except for fees related to Reversed or Charged-back Transactions.
<br />c) A schedule of Provider Service Fees is in the Order Form. The Provider Service Fee is based on the Fee Assumptions. Customer shall be billed
<br />additional Provider Service Fees equal to three percent of the Non-Qualified Transaction amount for each month.
<br />d) Provider may amend the terms upon prior written notice to Customer if a change is caused by changes in the card or payment system rules or
<br />changes in credit card fees or if the Fee Assumptions prove to have been materially incorrect. The amended Service Fee shall take effect thirty (30)
<br />days after written notice to Customer.
<br />2.6. Explicit User Confirmation - Provider shall confirm the dollar amount of all Payments, and when paid by the User, the corresponding Provider Service
<br />Fee to be charged to a card and electronically obtain the User’s approval of the charges prior to initiating card authorizations transaction. Provider
<br />shall provide User with electronic confirmation of all transactions.
<br />2.7. Merchant Account - Provider will arrange for Customer to have a merchant account with the Provider Authorized Processor for processing and
<br />settlement of the card transactions.
<br />2.8. Card Authorization - For authorization purposes, Provider will electronically transmit all card transactions to the appropriate card-processing center,
<br />in real time as the transactions occur.
<br />2.9. Client’s Responsibilities - In order for Provider to provide the Services outlined with the Agreement, Customer shall cooperate with Provider by:
<br />a) Entering into all applicable merchant card, cash management, ACH origination, or kiosk agreements.
<br />b) Keeping throughout the duration of the Agreement or these terms and conditions, a bill payment link connecting to Provider System at a prominent
<br />and mutually agreed location on Customer's website. The phone number for IVR payments will also be added to the web site. Customer will also
<br />add the IVR payment option as part of Customer's general phone system.
<br />c) Sharing User Adoption marketing as may be performed under this or another agreement or Order Form.
<br />d) Launching the Service within thirty (30) days of the merchant account setup.
<br />e) Dedicating sufficient and properly trained personnel to support the implementation process and its use of the Services in compliance with all laws
<br />applicable to its use of the Services.
<br />2.10. Provider shall make the Services available and guarantee a Monthly Availability of 99.5%, notwithstanding any unavailability or performance issues
<br />of the Services caused by or as a result of the following (collectively, the “Exclusions”):
<br />a) Factors that are outside of Provider’s reasonable control, including, without limitation, any force majeure event, telecommunications provider-related
<br />problems or issues, internet access or related problems occurring beyond the point in the network where Provider maintains access and control of
<br />the Services.
<br />b) Any actions or inactions of Customer or any third party.
<br />c) Any Customer application(s), equipment, software, or other technology, third party equipment, software, etc. not authorized for use with the Services.
<br />d) Routine or scheduled maintenance for which Provider will provide at least twenty-four (24) hours of advanced notice.
<br />e) Problems or issues related to alpha, beta, or not otherwise generally available in Provider features or products.
<br />3. Payment
<br />3.1.Net 30. Customer agrees that payment is due upon receipt of Provider’s invoice, payable within 30 days of the date of such invoice.
<br />3.2.Offsets. Customer agrees that Provider shall have the right to deduct the value of sums collected on behalf of Customer during the Term.
<br />4. Term
<br />4.1. The initial term commences on the Effective Date and ends June 30, 2028.
<br />5. Renewals
<br />5.1. Upon the expiration of the Term, this Agreement shall automatically renew for successive one (1)-year period (each, a “Renewal Term”); provided
<br />however; that Customer may elect to not renew the Agreement by providing Provider with written notice of such election no less than 90 days prior
<br />to the expiration of the then-current term. For the avoidance of doubt, Provider shall not be required to refund any previously paid fees, regardless of
<br />when termination occurs during the Term or Renewal Term. In each such Renewal Term, the fees set forth in this Agreement (including, without
<br />limitation, annual and monthly subscriptions, one-time, and/or volume-based fees) shall increase by a percentage equal to the percentage change in
<br />the CPI Index; provided that, in no event will the fees decrease (“CPI Adjustment(s)”). For the avoidance of doubt, the CPI Adjustments shall be
<br />calculated on a compounded basis since the last increase or setting of fees. In other words, the CPI Adjustment for the first Renewal Term will be
<br />equal to the cumulative, compounded percentage change in the CPI Index compared to the commencement of the initial Term and the CPI Adjustment
<br />for the second Renewal Term will be equal to change in the CPI Index since the commencement of the first Renewal Term.
<br />6. Settlement and Payment Terms
<br />6.1. Provider together with its authorized card processor shall forward the payment transactions, and when paid by User, the corresponding Provider
<br />Service Fee to the appropriate card organizations for settlement (other than the Provider Service Fee) directly to Customer's depository bank account
<br />previously designated by Customer (hereinafter the "Customer Bank Account"). When as provided in the Order Form Customer pays the Provider
<br />Service Fee, Provider will invoice Customer and debit the fees from Customer's account on a monthly basis.
<br />6.2. Provider together with the Provider Authorized Processor will continuously review its settlement and direct debit processes for its simplicity and
<br />efficiencies. Customer and Provider agree to fully cooperate with each other if Provider were to change its settlement and invoicing processes.
<br />6.3. Customer shall be invoiced for applicable one-time initial setup fees, maintenance and support fees, and monthly service type fees upfront upon
<br />signing of the Agreement and annually thereafter if applicable. The usage fees applicable to inbound and outbound SMS messaging, voice call
<br />messages, or interactive voice recording messages, that are selected by the Customer shall be invoiced based on monthly intervals. Customer agrees
<br />to make all payments to Provider within thirty (30) calendar days after receipt of invoice. Late invoices will incur a late payment fee of 1.5% or the
<br />maximum allowable under the law, whichever is less. If Customer’s account is sixty (60) days or more overdue, Provider reserves the right with prior
<br />written notice to withhold performance of its obligations under the Agreement or these terms and conditions, without liability, until such payments are
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<br /> <br /> DocuSign Envelope ID: ECD87DF2-0011-4B03-98B4-83FFFE6EE4F0DocuSign Envelope ID: 2151E2A1-A7DD-4CDB-946C-16B728322856
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