Service Terms

These Service Terms apply only to the specific Services to which they relate. In the event of a conflict between these Service Terms and the EveryBill Customer Agreement or other agreement governing your use of the Services (the "Agreement") with Live Management, LLC d/b/a EveryBill ("EveryBill," "we," "us," or "our"), these Service Terms control, but only to the extent of the conflict and only as to their specific subject matter. Capitalized terms used but not defined here have the meanings given in the Agreement.

1. Universal Service Terms (Applicable to All Services).

1.1 Use.

You may only use the Services to store, retrieve, query, serve, and execute Your Content that is owned, licensed or lawfully obtained by you. As used in these Service Terms, "Your Content" includes any "Company Content." As part of the Services, you may be allowed to use certain software (including related documentation) provided by us or third-party licensors. This software is neither sold nor distributed to you, and you may use it solely as part of the Services. You may not transfer it outside the Services without specific authorization to do so.

1.2 Technical Documentation.

You must comply with the current technical documentation applicable to the Services (including the applicable developer guides) as posted and updated by us from time to time on the EveryBill Site. In addition, if you create technology that works with a Service, you must comply with the current technical documentation applicable to that Service.

1.3 Investigations.

You will reasonably cooperate with us to identify the source of any problem with the Services that we reasonably believe may be attributable to Your Content or any end-user materials that you control.

1.4 Prohibited Content.

If we reasonably believe any of Your Content violates the law, infringes or misappropriates the rights of any third party, or otherwise violates a material term of the Agreement (including the documentation, the Service Terms, or the Acceptable Use Policy) ("Prohibited Content"), we will notify you and may request that the content be removed or access to it disabled. If you do not remove or disable access within 2 business days of our notice, we may remove or disable access to the Prohibited Content or suspend the Services to the extent we are not able to remove or disable access. Notwithstanding the foregoing, we may remove or disable access to any Prohibited Content without prior notice in connection with illegal content, where the content may disrupt or threaten the Services, pursuant to the Digital Millennium Copyright Act, or as required to comply with law or any judicial, regulatory or other governmental order or request. Where we remove content without prior notice, we will provide prompt notice to you unless prohibited by law.

1.5 Special Pricing Programs.

From time to time, we may offer free or discounted pricing programs covering certain usage of the Services (each, a "Special Pricing Program"). We may stop accepting new sign-ups or discontinue a Special Pricing Program at any time. Standard charges will apply after a Special Pricing Program ends or if you exceed its limitations. You must comply with any additional terms, restrictions, or limitations for the Special Pricing Program. You may not access or use the Services in a way intended to avoid any additional terms, restrictions, or limitations (e.g., establishing multiple EveryBill accounts to receive additional benefits), and we may immediately terminate your account if you do so. Services provided as part of a Special Pricing Program must be actively used.

1.6 Discounts.

If we make multiple discounts or pricing options for a Service available to you at one time, you will be eligible to receive only one discount or pricing option and will not be entitled to cumulative discounting and pricing options.

1.7 Accurate Information.

You will ensure that all information you provide to us via the EveryBill Site (for instance, information provided in connection with your registration for the Services and on applications for payment processing) is accurate, complete and not misleading.

1.8 You Are Responsible for Legal Notices.

You are responsible for reviewing and approving all legal language shown to any End User, including any required legal notices pertinent to the relationship between you and the End User. For example, you are responsible for assessing compliance with the Fair Debt Collection Practices Act and Consumer Financial Protection Bureau guidance on debtor communications. We may provide guidance on compliance matters; however, we are not lawyers, and you will not construe any of our communications as legal advice.

You are responsible for providing, reviewing, approving, and keeping current all End-User disclosures, procedures, and rules, including but not limited to:

• debt collector / FDCPA notices (including any "mini-Miranda" and validation notices);
• payment posting and timing disclosures;
• payment-method disclosures (card, ACH, eCheck), including Regulation E disclosures;
• cancellation, modification, and refund rules;
• service-fee, convenience-fee, surcharge, and cash-discount disclosures;
• E-Sign consent and electronic-records disclosures;
• privacy notices and CCPA/CPRA or other state consumer-privacy rights-request mechanisms;
• communication opt-in/opt-out disclosures and consents (including for email and SMS);
• settlement-offer terms and payment-schedule / litigation-continuation disclaimers;
• client contact details and hours of operation;
• regulatory complaint contacts (e.g., the Consumer Financial Protection Bureau) where applicable;
• state-specific collection and licensure notices;
• accessibility and telecommunications-relay notices (e.g., 711); and
• abuse/reporting links and links to the applicable EveryBill and Customer policies.

A sample inventory and review checklist of these categories appears in Exhibit H. You are solely responsible for confirming that all such disclosures comply with applicable law; EveryBill provides hosting and configuration only and does not provide legal advice.

You represent, warrant, and covenant that you will at all times:

(a) represent the capabilities and features of the Services consistent with our description of such capabilities and features and avoid false, deceptive, misleading or unethical practices that may be detrimental to us, you, End Users or other third parties;

(b) refrain from providing warranties or disclaimers with respect to the Payment Service;

(c) promptly investigate and report to us all complaints received by you with regard to EveryBill and the Payment Service, and make every reasonable effort to maintain and promote good public relations for us in handling any such complaints; and

(d) ensure that the terms of any agreements between you and any Payment Website User are consistent with the terms of the Agreement and these Service Terms.

We may require users to register an EveryBill account (including agreeing to the terms of the Agreement) in order to use the Services. You may not extend on our behalf any written or oral warranty or guarantee, or make any representation or claim, with respect to the Services without our prior written consent.

You are responsible for (a) providing legally adequate privacy notices to your End Users; (b) obtaining any necessary consent from the End User for the collection, use, transfer, and storage of any name, password, other login information, or personally identifiable information or personal data of any End User that you (or any third-party plug-in or service provider you use) may access; (c) using and authorizing others to access and use the information only for the purposes permitted by the End User; and (d) ensuring the information is collected, used, transferred, and stored in accordance with all applicable laws, rules, and regulations in the jurisdictions in which your applications are used.

1.9 Verification of Funds Availability.

The Services do not verify funds availability, and EveryBill makes no representations that payment information entered into the system will result in a successful transfer of funds.

1.10 Maintenance.

From time to time, we may apply upgrades, patches, bug fixes or other maintenance to the Service Offerings ("Maintenance"). We will use reasonable efforts to provide you with prior notice of any scheduled Maintenance (except for emergency Maintenance), and you will use reasonable efforts to comply with any Maintenance requirements that we notify you about. Availability and support commitments are addressed in the applicable Service Level Agreement.

1.11 Communications.

Communications sent by the Services may be blocked, delayed or prevented from being delivered by destination servers and for other reasons outside of our control, and there is no warranty that the Service or content will be uninterrupted, secure or error free or that communications will reach their intended destination during any stated time frame. Your payment obligations may continue regardless of whether delivery of communications is prevented, delayed or blocked.

1.12 No Classified Data.

The EveryBill Services may not be used to process or store classified data. If you or your End Users introduce classified data into the EveryBill network, you will be responsible for all sanitization costs incurred by EveryBill.

2. Payment Website Service.

2.1 Applicability.

This Section 2 applies to the use of Your Content with the EveryBill Payment Website Service that enables the processing of payment transactions initiated by third parties ("Payment Website Users") through a web-based interface (the "Payment Website"), and that may include, without limitation, the processing and settlement of credit card transactions, bank transfers or check drafts (the "Payment Service").

2.2 User Interface.

We will host and make available to Payment Website Users a customer interface ("Payment Website UI") permitting them to engage in certain functions, such as account establishment, account termination, payment authorization and termination rights. Aside from those fields configurable according to Content configuration standards made available to you by us, we will define and control the fields and format for the Payment Website UI. We retain all rights to the Payment Website UI, including its look and feel, and you will not copy or mimic the Payment Website UI in any manner.

2.3 Content.

You are responsible for ensuring that all Content (as you provide it to us and as it is used to configure the Payment Website UI) is: (a) full, accurate and complete; (b) not misleading; and (c) in compliance, in all respects, with applicable laws. You must promptly update the Content when and as necessary to ensure it continues to comply with the foregoing requirements, even if updates are necessary as a result of changes we make to the data input fields or to the Payment Website UI.

2.4 Customer Service.

You are responsible for providing customer service to Payment Website Users. We have no obligation to provide customer or technical support to any Payment Website User for Payment Websites.

2.5 Payment Website Users.

You acknowledge and agree that we may take any corrective action regarding Payment Website Users to the extent we deem necessary or appropriate, in our sole discretion, to (a) comply with law, (b) enforce or apply the Agreement or other agreements or policies applicable to the Services or Payment Website Service, or (c) protect the rights, property or safety of our business, a Payment Website User, or any third party. Corrective action may include (i) suspending the access rights of Payment Website Users; (ii) re-establishment of such access rights; and (iii) waiving or refunding of fees assessed to or paid by Payment Website Users. We will have no liability to you for taking any such actions. You will promptly comply with any actions we take or may require of you regarding Payment Website Users. Should you ask us to suspend the access rights of Payment Website Users using a method we have provided for that purpose, we will endeavor to do so reasonably promptly, but we will have no liability to you for the speed with which we do so or for our failure to do so. You will indemnify and hold the EveryBill Indemnified Parties (as defined in Section 14 of the Customer Agreement) harmless from and against any and all claims, losses, damages, liabilities, judgments, penalties, fines, costs and expenses (including reasonable attorneys' fees) arising out of or in connection with any claim based on or related to any actions we take with respect to any Payment Website Users at your direction, including any suspension of access rights for Payment Website Users.

2.6 Taxes.

You are responsible for (a) the collection and payment of any and all sales, use, excise, import, export, value added and other taxes and duties assessed, incurred or required to be collected or paid for any reason in connection with any offer or sale of products or services by you, including Your Content; and (b) any payment transaction that is initiated using Your Content that is charged back or reversed (a "Chargeback"). You will indemnify and reimburse the EveryBill Indemnified Parties (as defined in Section 14 of the Customer Agreement) against any claim or demand for payment of any such taxes or any Chargebacks.

2.7 Convenience Fees.

You will indemnify and hold the EveryBill Indemnified Parties (as defined in Section 14 of the Customer Agreement) harmless from and against any and all claims, losses, damages, liabilities, judgments, penalties, fines, costs and expenses (including reasonable attorneys' fees) arising out of or in connection with any claim based on or related to our charging of a convenience fee in lieu of fees charged directly to you.

Note: If the nature of your business falls under the purview of the Fair Debt Collection Practices Act, and you wish to collect a convenience fee, you are solely responsible for verifying the legality of such fees.

2.8 Hosting.

EveryBill currently hosts the Services predominantly with Amazon Web Services and reserves the right to change providers. Notice will be provided unless circumstances dictate otherwise.

2.9 Termination.

Upon termination of the Agreement for any reason, all access by Payment Website Users to the Payment Service may be terminated. Payment Website Users may, at our sole discretion, be provided with EveryBill Content in place of the Payment Website Service.

3. URL & SSL Service.

3.1 URL Selection.

The URL used in conjunction with your EveryBill account will have a subdomain formulation such as [client].everybill.com or a domain formulation similar to pay[client].com. You will select the "[client]" portion of the URL and will not: (a) include any trademark of EveryBill or its affiliates, or a variant or misspelling of such a trademark — for example, "pay," "everybll," "enterprise," or "paysystem" would be unsuitable; or (b) otherwise violate the intellectual property rights of any third party or the EveryBill Acceptable Use Policy (including by containing any offensive, harmful or illegal content). EveryBill may reject any URL that fails to comply with this Section, may modify any URL to make it compliant, and may treat any non-compliant URL as Prohibited Content.

3.2 Domain Ownership.

EveryBill owns all right, title and interest in and to all domains, domain registrations and SSL certificates used with the Service. At our sole discretion, and only within 30 days of your termination, we may transfer domain ownership. Any domain ownership transfer in conjunction with account termination will carry a fee of $250 plus any transfer costs.

3.3 Termination.

The "[client]" portion of the URL is reserved for you only for so long as you remain a current EveryBill customer in good standing. Upon termination of the Agreement, the "[client]" portion of the URL you were using will no longer be available to you and will be returned to a pool from which it may be used by another EveryBill customer.

3.4 Fees.

The EveryBill URL & SSL Service is offered at no additional charge but requires the use of other EveryBill Services. You are responsible for all fees incurred for EveryBill Services used in connection with the URL & SSL Service.

4. Check Draft Service.

4.1 Responsibilities.

You are responsible for ensuring that checks printed through the check draft service are valid financial instruments and that the payments are authorized. When scanning checks via remote deposit, you are responsible for ensuring that the paper checks are appropriately disposed of in accordance with the law regarding retention and data security.

4.2 Legal Use.

You are responsible for ensuring that your use of the check draft service does not violate any law. EveryBill is not producing the checks — you are.

4.3 Bank Rejection.

EveryBill does not guarantee that every draft will be successful, and you may find that the bank rejects some checks. This is usually the result of a misconfiguration of your printer, and we urge you to contact us if your bank rejects a check.

4.4 Improper Information.

Information is placed on checks directly as a result of user entry. You are responsible for evaluating whether the check represents a valid payment and for monitoring the quality of user input.

5. ACH Interconnection Service.

5.1 Gateway Interconnection.

EveryBill does not provide ACH processing services or ACH processing accounts. We allow ACH processing through our system by way of a Gateway Interconnection between our system and your bank or ACH processor. You will be subject to the terms and conditions stipulated by your direct relationship with your bank or ACH processing provider. For certain ACH processors you may be billed for your ACH processing through us. You are solely responsible for all processing fees, including but not limited to returns and chargebacks.

6. Credit Card Interconnection Service.

6.1 Gateway Interconnection.

EveryBill does not provide merchant services or merchant processing accounts. We allow credit card processing through our system by way of a Gateway Interconnection between our system and your merchant account. We may help you establish your merchant account and your gateway account; however, you alone will be responsible for fees charged by your merchant account provider and the Gateway Interconnection provider. You are solely responsible for all processing fees, including but not limited to returns and chargebacks.

7. EveryBill Access Management.

7.1 User Credentials.

You may use EveryBill Access Management to create additional sets of security credentials (the "User Credentials") under your EveryBill account, which may include a username and password, roles, policies, permissions, access keys, and/or a security token. The User Credentials are subject to change: (a) by you through the EveryBill interface, or (b) if we determine in our reasonable discretion that a change is necessary. We will promptly notify you of any change we make to the User Credentials.

7.2 Use.

You will ensure that all use of the Services under the User Credentials complies with the Agreement and all terms and conditions between you and us that govern your use of the Services.

7.3 Fees and Security.

You are responsible for all applicable fees associated with use of the Services in connection with EveryBill Access Management, including fees incurred as a result of any User Credentials. You are responsible for maintaining the secrecy and security of the User Credentials (other than any key we expressly permit you to use publicly). You are solely responsible, and we have no liability, for any activities that occur under the User Credentials, regardless of whether undertaken by you, your employees, agents, subcontractors or customers, or any other third party. You are responsible for the creation, distribution, and security (including enabling of access) of all User Credentials created under your EveryBill account.

7.4 Internal Use Only.

Except as otherwise provided by EveryBill, you may only use User Credentials for your internal use and may not expose your User Credentials publicly. You may not sell, transfer, sublicense or authorize the creation of User Credentials (other than public use of any key we expressly permit you to use publicly) to any other party; provided that you may disclose User Credentials to your agents or subcontractors performing services for you, solely to allow them to use the Services on your behalf in accordance with the Agreement.

7.5 Third-Party Provider.

Any third-party identity provider that you use in connection with the Service Offerings is Third Party Content under the Agreement and may be provided directly to you by a third party under separate terms and conditions. You are solely responsible for complying with those terms and conditions. We may change, discontinue or deprecate support for an identity provider for any reason, including if continued use (a) poses a security or intellectual property issue, (b) is economically or technically burdensome, or (c) must be terminated to comply with the law or requests of governmental entities.

8. Projection Reporting.

8.1 Estimate Only.

Projection reporting is provided as an estimate only, and EveryBill does not guarantee that the appearance of a payment on a projection report will result in an actual transfer of funds.

9. Site Marketing & Digital Skip Tracing.

9.1 Your Data; Privacy.

You are solely responsible for all information and data you collect or store using Digital Skip Tracing or Site Marketing ("Your Data"). Your Data is included in the definition of Your Content. Without limiting your obligations under the Agreement, you must (a) provide any necessary notice to, and obtain any necessary consent from, End Users for the collection, use, transfer, and storage of Your Data (including by us); and (b) collect, use, transfer, and store Your Data in accordance with any privacy notice you provide and all applicable laws.

9.2 Geolocation.

EveryBill's Digital Skip Tracing Geolocation feature may use a third-party geo-location database, which may not be accurate in all situations. Geolocation provides varying levels of precision and resolution, which may be limited to larger geographic areas than the data returned might suggest. For instance, if a connection is determined to be within a single city, the Geolocation feature will still report a longitude and latitude within that city, even if it is unable to determine the specific longitude and latitude of the internet connection.

9.3 Fees.

Site Marketing & Digital Skip Tracing are charged per item, calculated as set forth below.

(a) Search Engine Marketing (SEM) Conversions occur when the user (i) clicks a web ad directing them to your Payment Website and (ii) schedules a payment or series of payments prior to the expiration of their Payment Website browser session. The number of SEM Conversions equals the number of payments scheduled prior to the expiration of the user's Payment Website browser session.

(b) Search Engine Optimization (SEO) Conversions occur when the user (i) clicks a search engine result directing them to your Payment Website and (ii) schedules a payment or series of payments prior to the expiration of their Payment Website browser session. The number of SEO Conversions equals the number of payments scheduled prior to the expiration of the user's Payment Website browser session.

(c) Skip Tracing Hits occur when a previous user returns to the site and makes another payment with new information. Changes in name, address, phone number, email address, bank account, and geolocation will each be considered a Skip Tracing Hit and reported to you.

10. Automated Reporting.

10.1 General.

EveryBill offers many of its reports for automatic delivery via electronic mail or other means. While we make every effort to ensure that reports are delivered on time, we do not guarantee delivery times.

10.2 Security.

By requesting a report via email, you acknowledge the inherent security risks in communicating sensitive information via email and indemnify the EveryBill Indemnified Parties (as defined in Section 14 of the Customer Agreement) against any compromise enabled by the email communication. If you have sensitive regulatory requirements, please ensure that delivery via email does not violate major provisions of them (such as would be the case with HIPAA).

11. Automated Phone Payments / IVR Services.

11.1 Scope.

This Section 11 applies to the EveryBill Automated Phone Payments and interactive voice response (IVR) / pay-by-phone Services, which allow End Users to pay a bill or set up a payment plan by phone, including through a dedicated toll-free number, custom prompts and scripts, call recording and file management, optional live-agent transfer, and multi-language scripts. The centralized interface may manage both phone and web payments.

11.2 Customer Responsibility for Scripts and Voice Disclosures.

Customer is solely responsible for the content, accuracy, legal sufficiency, and approval of all phone scripts, IVR prompts, voice disclosures, payment-authorization language, payment-plan setup language, settlement-offer language, live-agent transfer instructions, and any recorded messages used in connection with the Services, and for the equivalence and accuracy of multi-language versions. EveryBill provides the technical capability to configure and deliver scripts and prompts but does not provide legal advice and does not determine which voice disclosures are required.

11.3 Call Recording; Consent.

If call recording is enabled, Customer is responsible for providing and obtaining all legally required notices and consents for recording (including any one- or two-party consent requirements under applicable state law) and for the lawful retention, access, and deletion of call recordings and related file management.

11.4 Telephone, Calling, and Contact Laws.

Customer is responsible for compliance with all laws applicable to telephone, IVR, SMS, and other contacts and messages, including the Telephone Consumer Protection Act (TCPA), state telemarketing and calling-time (quiet hours) laws, consent and opt-out requirements, and FDCPA, CFPB, and state debt-collection communication rules, and for delivering required E-Sign, Regulation E, and other disclosures by voice where applicable. Section 4.6 of the Customer Agreement (Customer Communications) governs the frequency, timing, content, method, and consent basis of these communications.

11.5 Toll-Free Numbers and Telecommunications.

EveryBill may provide a dedicated toll-free number and carrier-grade network capacity for phone payments. Customer is responsible for its use of, and the call flows, forwarding, and routing configured for, any toll-free number, and for any messaging or contact initiated through it. Telecommunications carriers are third parties, and EveryBill does not guarantee uninterrupted telephone availability.

11.6 Reconciliation and Reporting.

Phone and IVR payment activity is included in the centralized interface and reporting. Customer is responsible for reviewing and reconciling phone-payment reporting consistent with Sections 8 and 10.

11.7 Required Voice Disclosures and Authorizations.

Customer is responsible for reviewing and approving all scripts, prompts, and recorded messages needed to satisfy Regulation E (including consumer authorizations for preauthorized transfers, disclosure of fees and limits, and error-resolution information), E-SIGN and applicable state electronic-records and electronic-signature laws (including consent and the ability to withdraw consent), the FDCPA, CFPB guidance, and applicable state law, as well as any call-recording notices and consents and any other voice disclosures or authorizations required for the payment, payment-plan, or settlement methods Customer enables. EveryBill configures and delivers Customer-approved scripts and prompts but does not determine which voice disclosures or authorizations are legally required. This Section is subject to Section 4.8 of the Customer Agreement.

12. Customer Communications.

12.1 Responsibility.

Without limiting Section 4.6 of the Customer Agreement, Customer is solely responsible for the frequency, timing, content, method, channel, consent basis, opt-in and opt-out handling, quiet hours, suppression, and legal compliance of all Customer Communications sent through, generated by, or related to the Services, including email, SMS/text, phone and IVR scripts and prompts, voice messages, letters and notices, portal messages, payment reminders, settlement offers, and receipts and confirmations. EveryBill provides technical functionality and delivery but does not determine whether any Customer Communication is permitted or required and does not provide legal advice.

13. Customer Compliance Obligations.

This Section 13 supplements, and is subject to, Section 4.8 of the Customer Agreement (Customer Regulatory and Network Compliance). Customer retains primary responsibility for complying with all laws, regulations, network rules, industry standards, and third-party obligations applicable to its business and its use of the Services. EveryBill provides technical functionality, configuration capabilities, and reasonable cooperation within the scope of the Services, but does not provide legal advice, does not determine Customer's legal obligations, and does not assume Customer's obligations except as expressly stated in a signed writing. Without limiting Section 4.8, Customer's responsibilities include:

• ACH / NACHA. obtaining and retaining consumer authorizations and handling ACH origination, authorizations, returns, and reversals in accordance with the NACHA Operating Rules and Customer's ODFI, bank, and processor requirements;
• Regulation E. obtaining consumer authorizations and providing the disclosures, receipts, preauthorized-transfer terms, and error-resolution procedures required by the Electronic Fund Transfer Act and Regulation E;
• E-SIGN. obtaining and documenting E-SIGN consent (including hardware/software disclosures and the right to withdraw consent) and complying with applicable state electronic-records and electronic-signature laws;
• PCI. handling cardholder data and sensitive authentication data in accordance with PCI DSS and applicable card-network rules, and completing any applicable PCI responsibility matrix with EveryBill;
• Privacy / PII. complying with privacy and PII laws (including the CCPA/CPRA and other state privacy laws), including consumer-rights requests, notices, and data-handling and retention requirements, under any DPA the parties execute;
• HIPAA / BAA. not submitting PHI or ePHI into the Services, and not relying on the Services for HIPAA-regulated processing, unless the parties have executed a BAA and configured the Services accordingly; and
• Bank / processor / network rules. complying with the rules and agreements of Customer's bank, ODFI, acquirer, processor, card networks, and the ACH network that apply to Customer's transactions.

Customer must notify EveryBill in writing of any special obligation Customer expects EveryBill to support, as described in Section 4.8(b) of the Customer Agreement. The indemnity in Section 9 of the Customer Agreement applies to Customer's failure to comply with this Section 13 and Section 4.8.

Compliance note (v4): Where product or marketing materials reference standards such as PCI, HIPAA, FDCPA, Regulation E, Regulation Z, ISO 27001, or SSAE16, EveryBill provides technical tools and configuration capabilities designed to support those standards; EveryBill does not warrant or guarantee that Customer's particular use is legally compliant, and Customer remains responsible for the legal sufficiency of its configuration, disclosures, communications, and use.

Note on support: The legacy "EveryBill Support" section of the prior Service Terms draft has been intentionally omitted from these Service Terms. Availability and support commitments are now addressed exclusively in the Service Level Agreement (Exhibit B). Additional or premium support, if any, is offered under the EveryBill Support Guidelines as referenced in Section 1.3 of the Customer Agreement.