1. Definitions

“Agreement” is the Payment Service Agreement between Customer and Aliaswire.

“Aliaswire” is Aliaswire, Inc.

“Associations” means Mastercard International Inc. (“Mastercard”), VISA U.S.A. Inc. (“VISA”), Discover (“Discover”), American Express Company (“Amex”), and certain similar entities.

“Customer” is the licensee of the Software Products and subscriber to the Payment Services.

“DirectBiller” is a white-label digital, mobile and voice-enabled account management, invoice presentment and payment service that, when deployed by a Customer, enables their users to self-manage their account, invoice and payment interactions through various digital channels.

“Electronic Invoicing” or “eInvoicing” consists of sending a bill through any non-paper channels.

“Electronic Payments” or “Payment Services” includes the acceptance of any form of non-cash payment, including but not limited to: electronic checks/ACH, credit/debit/prepaid card payments, digital wallets such as Google Pay, Apple Pay, Paypal and Venmo, or any other non-cash payment, where payments are made by any possible channel or means, including but not limited to in-person, online, phone, mobile device, or other mode of payment.

“Payor” is an end user that utilizes the Software Product and Payment Services to remit payments to the Customer.

“Operating Regulations” means each Association’s and other payment network’s by-laws, operating regulations and/or all other rules, policies and procedures, including but not limited to the Payment Card Industry Data Security Standard, the VISA Cardholder Information Security Program, the Mastercard Site Data Protection Program, and any other program or requirement that may be published and/or mandated by the Associations or payment networks, including with respect to the use of an Association’s mark(s).

“Software Product” is DirectBiller  and supporting software comprised of the following components: (i) the HTML and core file components, (ii) database scripts, (iii) database schema, (iv) database stored procedures, (v) image files, (vi) documentation, (vii) “online” documentation, (viii) and any other associated files or media. The primary business purpose of the Software Product is to enable an invoice presentment and payment platform for Customer to view and interact with invoices and account information and to accept Electronic Payments from Payors.

2. Software Produce License; Provision of Payment Services

Limited License Grant. The Software Product is licensed for use only and is not sold to Customer.  Aliaswire hereby grants, and Customer accepts, a non-exclusive, non-assignable, non-transferable, non-sub-licensable, limited license to use the Software Product only as approved herein by Aliaswire. The license grant may be terminated at any time by Aliaswire. The license grant is conditioned upon Customer’s timely payment of the applicable fees and strict abidance by the Agreement. Customer may use the Software Product and Payment Services only subject to the terms and conditions contained herein, and any use shall always remain subject to the Agreement. The License Grant extends only to Licensee and shall not be loaned, assigned, sold, sublicensed, or otherwise made available to or used by any third-party.

Software Restrictions. Customer shall (i) not attempt to reverse engineer, decompile, disassemble, or attempt to derive the source code of the Software Product or any portion thereof, or otherwise derive its source code; (ii) not modify, port, translate, localize or create derivative works of the Software Product; (iii) not disclose the results of any performance tests or qualitative analysis on the Software Products(s) to any third party without the prior written consent of Aliaswire; (iv) not use the Software Product in a way that (a) infringes on the intellectual property rights of any third party or any rights of publicity or privacy; (b) violates any law, statute, ordinance or regulation (including but not limited to the laws and regulations governing export/import control, unfair competition, anti-discrimination and/or false advertising); (c) is defamatory, trade libelous, unlawfully threatening, or unlawfully harassing; (d) is obscene, pornographic or indecent in violation of applicable law; or (e) to propagate any virus, worms, Trojan horses or other programming routine intended to damage any system or data.

Pricing and Fees. Depending on the choice of the Customer, Transaction Fees can either be paid by the Customer or passed on to the Payors. Any fee that is not a direct transaction cost that is depicted in Exhibit A to the Agreement must be paid by the Customer.

Payor Fees. Payors who desire to initiate Online Payments to Customer by Electronic Payment through the Software Product agree to the fees listed in Schedule of Fees attached hereto and where such fees are disclosed in the software and Payor agrees to those fees in the payment process. Aliaswire may, in its sole discretion, but only in accordance with applicable law, accept, deny, or cancel the ability of any Payor to pay or continue to pay its Online Payments to Customer through the Software Product. Aliaswire may charge Payors other fees or charges for facilitating the Electronic Payment of Online Payments utilizing the Software. Customer is responsible for disclosing all Aliaswire fees to Payor. If a dispute arises based on Aliaswire fees to Payor, Aliaswire is entitled to the full transaction amount including convenience and/or other fees or charges for facilitating the Electronic Payment of Online Payments between Customer and Payors through the Software Product as Aliaswire may determine in its sole discretion. Aliaswire will provide Customer 30-day advance written notice as to any changes to any convenience or other fees contained in the Schedule of Fees. In the event Payor fails to pay fees due to Aliaswire, Customer agrees to reimburse Aliaswire for unpaid Payor fees including any disputed transaction amount, chargebacks, or other unpaid amounts as determined by Aliaswire.

Payor Information. Customer shall provide Aliaswire such information as Aliaswire may require to promptly and accurately perform the Payment Services contemplated by the Agreement. Upon execution of the Agreement, if Customer desires to enable a roster or other list of authorized Payors, Customer shall supply Aliaswire with an electronic document containing Payor information required by Aliaswire to setup and manage the Software Product and Payment Services. Customer shall use commercially reasonable efforts to provide Aliaswire with any and all changes to such document during the term of the Agreement. Aliaswire shall in no event be liable for not being provided by Customer with current and correct information. Aliaswire will not be responsible for unauthorized use of Payor’s credit card or credit card information by Customer, Customer’s employees, or any other party associated with Customer as a vendor, consultant, or contractor, including but not limited to Payor’s name, billing address, credit card number, and credit card expiration date.

Payor/Customer Disputes and Chargebacks. Aliaswire follows the payment instructions authorized by Customer in the Agreement and authorized by Payors when using the Software Product and Payment Services. Customer shall indemnify and hold Aliaswire harmless from disputes between Customer and Payors, including but not limited to returned payments, disputed payments, NSFs, inaccurate Payor bank account information, or any other Payor attempt to dispute or reverse a payment regardless of payment type (i.e., credit card or ACH). Aliaswire will provide commercially reasonable efforts to have chargebacks investigated following the initial deduction from Customer’s bank account. Customer will ultimately be solely liable for all chargeback liability derived from Online Payments processed by Aliaswire, including Chargeback Recovery Fees listed in Schedule of Fees.

Surcharge, Service and Convenience Fees.  DirectBiller supports the implementation of surcharge, service and convenience fees.  Any such fees are implemented at the sole discretion, and therefore sole responsibility, of the Customer.  In addition to its obligation to comply with the Operation Regulations as set forth below, Customer is also soley responsible for its compliance with any local, state, federal or other applicable laws, regulations or ordinances that may apply to the application of surcharge, service or convenience fees.

Modification of Software Product and Payment Services. Aliaswire may, and reserves the right to, modify the features and functionality of the Software and Payment Services, at any time and without notice; provided, however, that Aliaswire will not modify the Software Product or Payment Services in a manner that would, in its sole discretion, significantly adversely affect the use thereof, without providing at least ten (10) days prior notice to Customer of such modification.

Cooperation Regarding Payor Adoption. Customer agrees to support all reasonable efforts requested by Aliaswire to encourage and improve the use of the Software Product and Payment Services by Payors.

Payment for Services and Fees. Customer agrees to pay Aliaswire the Fees as defined and set forth in the Schedule of Fees attached to the Agreement.

Additional Terms & Conditions. Customer hereby agrees to additional Terms and Conditions that are contained within the Software Product and which are disclosed online during the use of the Software Product. Customer agrees to notify Payors and advise them of Terms & Conditions to which Payor is agreeing by Payor’s use of the Software Product.

3. COMPLIANCE WITH OPERATING REGULATIONS

The Associations make excerpts of their Operating Regulations available online, including via:

https://www.mastercard.us/en-us/business/overview/support/rules.html

https://usa.visa.com/support/consumer/visa-rules.html

https://www.americanexpress.com/merchantopguide

Each applicable Association’s complete Operating Regulations are incorporated by reference into this Agreement and will control with respect to any conflict in terms between this Agreement and such Operating Regulation. Customer will not discriminate against cards or card issuers (e.g., limited acceptance options) except in full compliance with the Operating Regulations, and will comply with all Operating Regulations, applicable laws, and regulations related to its business operations, PCI-DSS obligations, the use of an Association’s marks, and each transaction acquired hereunder. Customer expressly agrees that it will accept cards and protect, utilize, or restrict transaction data, including the CVV2, in accordance with the terms of this Agreement, applicable law or regulation, and the Operating Regulations, and will cooperate with any audit requested by an Association until such audit is completed.

In addition to complying with each Association’s obligations or prohibitions related to acceptance, disbursement, service, surcharge or convenience fees or resubmission of a transaction, Customer may not submit any illegal, fraudulent, or unauthorized transaction and shall only submit transactions for the sale of its own goods or services, and not any other person or company, and may not receive payment on behalf of or, unless authorized by law, redirect payments to any other party. Customer covenants that it is not a third-party beneficiary under any agreement with an Association, however, an Association may be a third-party beneficiary of this Agreement, and shall have the rights, but not any obligation, necessary to fully enforce the terms of this Agreement against the Customer.

Customer authorizes Provider to conduct checks of Customer’s background, credit, or banking information, as necessary, and agrees that all information obtained under this Agreement may be shared with an Association. Customer acknowledges and agrees that it is responsible for its employees’ actions, it will notify Provider of any 3rd party that will have access to cardholder data, and it will immediately report all instances of a data breach to Provider immediately after it reasonably identifies an incident.

4. IP Rights and Confidentiality

Intellectual Property. All intellectual property rights in and to the Software Product, Electronic Invoicing and Payment Services shall remain the exclusive property of Aliaswire (and/or its suppliers if applicable).  Customer or Payors shall have no right in or to the Software Product, Electronic Invoicing or Payment Services except as expressly set forth in the Agreement.  Intellectual property includes, but is not limited to, patents, inventions, invention disclosures, Marks (as defined below), trade secrets, know-how, formulae and processes, software programs, proprietary data and databases, copyrights, and all other similar items of intellectual property, whether registered or unregistered, including any rights created thereof, all proceeds thereto, and the right to sue for past, present and future infringements. All rights not expressly granted hereunder by Aliaswire are reserved for Aliaswire (and/or its suppliers if applicable).  Aliaswire retains the rights in and title to its respective trade names, trademarks, service marks, logos, domain names and other branding elements and identifiers (the “Marks”), and any other intellectual property previously or generally developed by Aliaswire or its affiliates. Customer shall not copy, use, display, distribute or transfer the Marks or other Intellectual Property of Aliaswire, except as expressly provided by the Agreement.

Modifications to Intellectual Property. Modifications to the Software Product or Payment Services is prohibited except by express written consent of Aliaswire. Any changes or modifications that may occur (whether permitted or not), including adjustments, customizations, or integrations, shall be deemed “works for hire” and are deemed and agreed to be the exclusive intellectual property of Aliaswire.

Confidentiality and Non-Disclosure. Each party agrees to keep confidential and to use only for purposes of performing under the Agreement, any proprietary or confidential information of the other party disclosed pursuant to the Agreement which is appropriately marked as confidential or which could reasonably be considered of a proprietary or confidential nature (“Confidential Information”), and, except as otherwise permitted by the Agreement, the terms of the Agreement and all negotiations relating thereto (but not the existence of the Agreement generally). The obligation of confidentiality does not apply to information, which is publicly available through authorized disclosure, is known by the receiving party at the time of disclosure, is rightfully obtained from a third party who has the right to disclose it, or which is required by law to be disclosed. All Confidential Information will remain the property of the disclosing party and shall be returned to the disclosing party upon request or upon termination of the Agreement.

5. Disclaimer of Warranties

NO WARRANTIES AND GENERAL DISCLAIMER.  ALIASWIRE MAKES NO WARRANTY OF ANY KIND, WHETHER EXPRESSED OR IMPLIED, WRITTEN OR ORAL, EXCEPT AS EXPRESSLY STATED HEREIN. ADDITIONALLY, ALIASWIRE DISCLAIMS ALL OTHER WARRANTIES, EXPRESS AND IMPLIED, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR OTHERWISE, INCLUDING BUT NOT LIMITED TO FREEDOM FROM INFRINGEMENT WITH RESPECT TO ALL SOFTWARE PRODUCTS, PAYMENT SERVICES, UPDATES, UPGRADES, NEW RELEASES AND ALL OTHER PRODUCTS, SERVICES, MATERIALS AND OTHER ITEMS FURNISHED UNDER, OR IN CONNECTION WITH, THE AGREEMENT. CUSTOMER ACKNOWLEDGES THAT ITS USE OF THE SOFTWARE PRODUCT AND PAYMENT SERVICES IS SUBJECT TO AND CONDITIONED UPON ACCEPTANCE OF THIS DISCLAIMER.

Software Product Limited Warranty. Aliaswire warrants that the Licensed Product(s) will conform substantially in accordance with its documentation and stated purpose. If Aliaswire confirms a defect in the unaltered Software Product, Aliaswire will use commercially reasonable efforts to remedy the nonconformance. Aliaswire does not warrant that the operation or utilization of any Software Product or Payment Service will be uninterrupted or error free, nor does it guarantee that its remedial efforts will correct any nonconformance. If Software Product or Payment Service fails to comply with any warranty set forth in this Section and Aliaswire does not remedy such failure as required by the Agreement, Aliaswire’s obligation and liability, and Customer’s exclusive remedy, for such failure shall be limited to written termination of the Agreement, in which event the Agreement shall terminate. Customer shall not be entitled to fees related to Payment Services or any other damages or costs under any circumstances. You expressly recognize and acknowledge that such limitation of liability is an essential part of the Agreement and is an essential factor in establishing the price of the Software Product and Services. THIS SHALL BE YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY BREACH OF WARRANTY OR BREACH OF THE AGREEMENT.

WORLD WIDE WEB, INTERNET, AND TELEPHONE USAGE. ALIASWIRE AND ITS SUPPLIERS MAKE NO WARRANTIES REGARDING THE QUALITY, RELIABILITY, TIMELINESS OR SECURITY OF THE WORLD WIDE WEB OR TELEPHONE LINES, THE INTERNET AND OTHER GLOBALLY LINKED COMPUTER NETWORKS, OR THE WEBSITES ESTABLISHED THEREON INCLUDING THE SOFTWARE OR PAYMENT SERVICES RELIANCE ON THE INTERNET OR WORLD WIDE WEB.

DATA CONTENT DISCLAIMER. YOU EXPRESSLY RECOGNIZE THAT ALIASWIRE DOES NOT CREATE, OPERATE, CONTROL OR ENDORSE ANY DATA OR THIRD PARTY PAYMENT SERVICES, INFORMATION, THIRD-PARTY PRODUCTS, PROCESSED BY THE SOFTWARE PRODUCTS OR SERVICES PROVIDED VIA ANY SOFTWARE PRODUCTS HEREUNDER, INCLUDING BUT NOT LIMITED TO, INFORMATION OBTAINED AS PART OF PROVIDING THE SOFTWARE AND PAYMENT SERVICES.  ALIASWIRE DISCLAIMS ALL WARRANTIES AND SHALL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY COST OR DAMAGE ARISING, EITHER DIRECTLY OR INDIRECTLY, FROM ANY LOSS OF DATA OR OTHERWISE.

6. Limitation of Liability

EXCLUSION OF DAMAGES. IN NO EVENT SHALL ALIASWIRE (NOR ANY OF ITS SUPPLIERS) BE LIABLE FOR DAMAGES RESULTING FROM LOSS OF DATA, LOST PROFITS, BUSINESS INTERRUPTION, LOST REVENUE, OR LOST BUSINESS, IN CONNECTION WITH THE USE OF ANY SOFTWARE PRODUCT OR PAYMENT SERVICE OR ANY OTHER ITEM OR SERVICE PROVIDED UNDER THE AGREEMENT, NOR FOR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS, NOR FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF, OR IN CONNECTION WITH, THE AGREEMENT OR ANY PRODUCT, SERVICE OR OTHER ITEM PROVIDED UNDER THE AGREEMENT, WHETHER IN BREACH OF WARRANTY, CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE (INCLUDING NEGLIGENCE), EVEN IF ALIASWIRE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

NO CONSEQUENTIAL DAMAGES. IN NO EVENT WILL ALIASWIRE, OR ITS SUPPLIERS, BE LIABLE TO CUSTOMER, OR TO ANY THIRD PARTY, FOR CONSEQUENTIAL, EXEMPLARY, INDIRECT, SPECIAL, OR INCIDENTAL DAMAGES, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, EVEN IF THE ALIASWIRE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

FORCE MAJEURE. ALIASWIRE WILL NOT BE RESPONSIBLE FOR ANY DELAYS, ERRORS, FAILURES TO PERFORM, INTERRUPTIONS OR DISRUPTIONS IN THE SOFTWARE PRODUCT OR PAYMENT SERVICES CAUSED BY OR RESULTING FROM ANY ACT, OMISSION OR CONDITION BEYOND ALIASWIRE’S REASONABLE CONTROL, WHETHER OR NOT FORESEEABLE OR IDENTIFIED, INCLUDING WITHOUT LIMITATION INTERNET ACCESS FAILURES, HARDWARE FAILURES, SOFTWARE FAILURES, CRIMINAL ACTS, ACTS OF GOD, STRIKES, LOCKOUTS, RIOTS, ACTS OF WAR, GOVERNMENTAL REGULATIONS, FIRE, POWER FAILURE, EARTHQUAKES, WEATHER, FLOODS OR OTHER NATURAL DISASTERS OR THE FAILURE OF CUSTOMER’S, PAYORS, OR ANY THIRD PARTY’S HARDWARE, SOFTWARE OR COMMUNICATIONS EQUIPMENT OR FACILITIES.

INDEMNIFICATION. EXCEPT AS OTHERWISE PROVIDED IN THE AGREEMENT, CUSTOMER SHALL DEFEND, INDEMNIFY, AND HOLD HARMLESS ALIASWIRE FOR ANY CLAIMS, FEES OR PENALTIES BROUGHT BY PAYORS, ASSOCIATIONS, LOCAL, STATE OR FEDERAL REGULATORY BODIES OR ANY OTHER THIRD PARTY BASED ON THE PRODUCT OR PAYMENT SERVICES.

7. Term and Termination

Agreement Term. The term of the Agreement is for three (3) years from the date that the Agreement is executed (“Effective Date”) by the Customer. The Effective Date is upon execution of the Agreement; regardless of when Customer actually begins accepting Electronic Payments. The Agreement shall automatically renew for successive three-year terms unless cancelled in writing at least 30 days prior to the renewal date.

Fee Increase Right of Cancellation. Aliaswire may increase or otherwise change its Fees at any time, subject to 30 days notice to Customer. Customer may cancel the Agreement without penalty if Aliaswire notifies Customer of a fee increase, and Customer does not accept that Fee increase. Cancellation must be sent via email to ops_support@aliaswire.com. If Customer does not cancel within 30 days of notice of a Fee increase or change, Customers continued use of the system shall constitute acceptance of the new Fees.

Breach, Cure, and Termination. Either party may terminate the Agreement in the event of an uncured breach of a material clause of the Agreement. If a party determines that a breach has occurred, then written notice of such breach, including sufficient detail to allow the breaching party to effect a cure, shall be provided to the breaching party. If the breach has not been cured within 30 days of written notice (the “Cure Period”), then the notifying party shall be entitled to terminate the Agreement by providing a written notice of termination within 10 days of the conclusion of the Cure Period.

Effect of Termination. Termination of the Agreement will not relieve either party of any obligation to pay the other party any amounts, Fees, or other compensation due and owing to the other party prior to such termination. Aliaswire is authorized to bill and collect this amount via ACH or credit card charge to Customer with no further authorization required from Customer. Customer agrees to waive any rights to dispute or reject the early termination fee as described herein.

8. General Provisions

Exclusive Provision of Payment Services. Customer agrees that Aliaswire shall be its exclusive provider of ePayment-related software and Payment Services as defined herein, during the Agreement Term, including any renewals thereof.

Agree to Pay Fees. Customer agrees to pay fees when due to Aliaswire or underlying Service Providers as set forth in the Agreement and additional services agreements that are provided. Customer authorizes Aliaswire to debit or charge Customer’s bank account or credit card account on file.

Assignment. Neither the Agreement nor any of Customer rights or obligations under the Agreement may be assigned or transferred without the prior written consent of Aliaswire, and any attempted assignment or transfer without such consent shall be voidable by Aliaswire.

Binding Force. Customer agrees that the Agreement binds Customer, agents and persons associated with Customer, including Directors, Officers, and Employees of Customer, and affiliated and subsidiary firms, corporations, and other organizations. If Customer is a Property Manager, Customer agrees that by signing below and by submitting individual properties (i.e., Homeowner Associations) for service under the Agreement, Customer represents and warrants that it has the legal right and authority to enter into the Agreement on behalf of the individual property and that all the provisions of the Agreement shall apply jointly and severally to the Customer and to the individual property.

No Waiver. If either party fails to perform any of its obligations hereunder and the other party fails to enforce the provisions relating thereto, such party’s failure to enforce the Agreement shall not prevent its later enforcement.

Modifications & Severability. No modification of the Agreement shall be binding upon either party unless made in writing and signed by an authorized representative of Aliaswire and Customer. If any provision of the Agreement is determined by a court to be, or becomes, invalid, unenforceable or illegal, such provision shall be (a) modified to be made valid, enforceable and legal in such a manner as to best effectuate the intent of the parties on the date hereof or (b) deemed eliminated where such modification is not practicable; the remainder of the Agreement shall remain in effect in accordance with its terms as modified by such modification or deletion.

Notices. All notices and correspondence under the Agreement shall be in writing and shall be delivered by email to the Primary Contact Email Address if to Customer, email to  info@aliaswire.com if to Aliaswire, express courier, or certified mail, return receipt requested, to the addresses first set forth herein, or at such different address as may be designated by such party by written notice to the other party from time to time.

Governing Law. The Agreement shall be governed by the laws of the Commonwealth of Massachusetts. The parties mutually agree and submit to jurisdiction in the federal or state courts of the Commonwealth of Massachusetts. Each party hereby agrees that such courts shall have exclusive personal jurisdiction and venue with respect to such party, and each party hereby submits to the exclusive personal jurisdiction and venue of such courts.

Irreparable Harm; Right to Injunctive Relief. Customer acknowledges that its breach of the Agreement may cause irreparable harm to Aliaswire, and Customer agrees that Aliaswire shall be entitled to injunctive relief in the event of such a breach.

Electronic Signature and Counterparts. The Agreement may be executed by exchange of signature pages by email, by electronic signatures, or in any number of counterparts, each of which shall be an original as against any party whose signature appears thereon and all of which together shall constitute one and the same instrument.