GENERAL TERMS AND CONDITIONS BY AND BETWEEN PAYMENTUS CORPORATION AND CLIENT

For the purposes of the Agreement, the following terms and words have the meaning ascribed to them, unless the context clearly indicates otherwise.

1. “Affiliates” means (i) any entities that control, are controlled by, or are under common control with a Party.
2. “Agreement” or “Master Agreement” means the Master Services Agreement between the Parties, as amended from time to time, including the Signature Page, these General Terms and Conditions and all Schedules.
3. “Average Bill Amount” means the total amount of Payments processed through Paymentus in a given month divided by the number of the Payments for the same month.
4. “Customer Information Files” or “CIF” means a computerized file used by a company that stores all customer data such as the customer’s personal and account information.
5. “Effective Date” has the meaning set forth on the signature page of the Agreement, unless the Agreement is submitted to Client for acceptance in a manner that does not call for Paymentus to execute it, in which event the Effective Date shall be the date that Client signs the Agreement.
6. “IPN” or “Instant Payment Network”™ means the network developed by Paymentus to enable customer engagement, bill presentment and receipt of payments by businesses through multiple channels as enabled from time to time by Paymentus.
7. “Launch Date” means the date on which Client completes the introduction to Users of all of the Services set forth on Schedule A or in any applicable SOW as of the Effective Date of this Agreement.
8. “Payment” means payment by a User through the Platform for Client’s services, Client’s bills, or other amounts owed to Client.
9. “Payment Amount” means the amount of a Payment.
10. “Paymentus Authorized Processor” means a Paymentus authorized merchant account provider or payment processing intermediary or gateway.
11. “Paymentus Fee” is the amount charged for the Services as set forth on Schedule A.
12. “Platform” is defined in Section 2.1.
13. “Reversed or Chargeback Transactions” means cancelled transactions due to User error, a User’s challenge to Payment authenticity, or action by a financial institution or a Paymentus Authorized Processor (commonly referred to as ACH or eCheck returns or credit/debit card chargebacks).
14. “Services” means the performance by Paymentus of the payment and related services selected by Client as set forth in Schedule A and as provided in Section 2.
15. “Term” means the Initial Term and any renewal term as defined in Section 7.1 of this Agreement.
16. “User” means a Client customer who uses the Services to pay its Client bills.

1. Scope of Services

   When selected on Schedule A, Paymentus will provide Users the opportunity to view and receive bills, make Payments using the payment methods provided under Schedule A and other payment methods and wallets as offered by Paymentus from time to time. The payment methods and other services provided may be used within the channels described on Schedule A or on other websites or mobile/web apps or chatbots or voice assistants that are part of the Instant Payment Network, (collectively referred to as the “Platform”). Paymentus will provide a mechanism by which Client may select the channels and payment methods Client wishes to offer Users. Paymentus will be the exclusive provider to Client of all electronic bill payment and related services substantially similar to the Services.

2. Professionalism

   Paymentus will perform the Services in a professional and commercially reasonable manner.

3. New or Enhanced Services

   From time to time Paymentus may offer Client new or enhanced services, such as new functionality within the IPN, the ability to accept other payment methods, methods of bill presentment, the ability to access alternative payment processors or other service providers or Paymentus Authorized Processors or otherwise modify the terms and conditions under which the Services are provided (“Service Enhancements”). Paymentus will provide Client with notice through the Agent Dashboard disclosing the terms, including any contracts or contract amendments, under which the Service Enhancements will be made available. If any Service Enhancements will result in additional fees Client will have thirty (30) days after the date the notice is posted on the Agent Dashboard to opt-out of the Service Enhancements in the manner provided in the notice. If Client does not opt-out in a timely manner, then when the Service Enhancements are introduced they will form part of the Services and Client will be bound by the additional terms as disclosed in the notice, and the Paymentus Service Fee (Schedule A) will be deemed amended to reflect changes in the Services and fees in connection with the Service Enhancements.

1. Implementation

   Paymentus will not charge an implementation for standard implementation. Fees for custom implementation or development work, if any is requested by Client, will be charged at Paymentus’ standard rates.

2. Paymentus Fee

   The party to be charged the Paymentus Fee is identified on Schedule A. The Paymentus Fee may be adjusted thirty (30) days following the date of delivery by Paymentus’ of prior written notice to Client due to one of the following:

   1. Mistake in connection with the fee assumptions. A mistake by either of the parties with respect to the fee assumptions, including but not limited to changes in (a) the average payment amount made by the Users, (b) the mix of payment methods utilized by the Users or (c) the interchange rates applied to transactions.
   2. Charges for Non-qualified Transactions. Client will be billed additional Paymentus Fees equal to 2.85% of the Excess Payment Amount (i.e., the Payment Amounts from transactions where the Paymentus Fee is lower than the cost of processing such payment (including the cost of Third Party Fees) processed in a calendar month) for each month.
   3. Changes in Third Party Fees. Changes in the card or payment system rules, changes in payment processing fees or other changes in Third Party Fees that are outside of Paymentus’ control that increase Paymentus’ cost of processing transactions.
   4. Changes due to increases in the Consumer Price Index. Beginning on the first anniversary of the Launch Date, and continuing on each anniversary of the Launch Date thereafter during the initial term and any renewal terms, the Paymentus Fee may be increased annually by a percentage equal to the increase in the Consumer Price Index, “U.S. City Average/All Items for All Urban Consumers (CPI-U) (1982-84 = 100)”.

1. Integration with Client’s Billing System

   Paymentus will provide implementation services to Client in accordance with Paymentus standard typical implementation services.

2. Merchant Account

   Paymentus will assist Client in setting up a merchant account directly with the Paymentus Authorized Processor for processing and settlement of transactions.

3. Reversed or Chargeback Transactions

   With respect to all Reversed or Chargeback Transactions, Client authorizes Paymentus and Paymentus Authorized Processor (and/or the respective payment organizations) to debit the Client Bank Account for the Payment Amount and/or offset the Payment Amount against future payouts and Paymentus will refund the applicable amount to the payment organization for credit back to the User the corresponding Paymentus Fee, if any.

1. Independent Contractor

   Paymentus is an independent contractor. Paymentus is not acting as an agent or fiduciary of the Client or its Users.

2. Client’s Responsibilities

   In order for Paymentus to provide the Services, Client will fully cooperate with Paymentus by:

   • (i) Entering into (and authorizing Paymentus to do so on its behalf) all applicable merchant processing, cash management, ACH origination, or kiosk agreements, provided that Client is given notice of and approves any additional fees associated with those agreements, and providing information and consents reasonably requested in connection with the agreements.
   • (ii) Maintaining throughout the duration of the Agreement during which direct payments via the web is activated, a bill payment link connecting to the Paymentus Platform at a prominent and mutually agreed location on Client’s website. If the IVR channel is activated, the phone number for IVR payments will also be added to the web site and as an option as part of Client’s general phone system.
   • (iii) Providing Customer Information to Paymentus. As part of the information transfer required for implementation, Client will provide Paymentus with CIF on all Client customers serviced by Client. The CIF shall also identify customers by payment type.
   • (iv) Launching the Service within 30 days of System Availability. Paymentus will notify Client in writing of System Availability.
   • (v) Dedicating sufficient properly trained and fully engaged personnel to support the implementation process and its use of the Services in compliance with all laws applicable to its use of the Services.
   • (vi) Providing Paymentus with the file format specification currently used to post payments to the billing system to allow Paymentus to provide Client with a posting file for posting to Client’s billing system.
   • (vii) Fully cooperating with Paymentus to integrate its systems with the Paymentus Platform through the use of Paymentus’ APIs to enable Client’s access to the IPN, if selected.
   • (viii) Fully cooperating with Paymentus and securing the cooperation of its software and service providers and providing the information required to integrate with Clients’ billing system.
   • (ix) Promptly provide Paymentus notice within a reasonable time (not to exceed 48 hours) if Client encounters a cyber-incident or a data security breach which could reasonably be expected to compromise Paymentus data.

1. Paymentus Indemnification and Hold Harmless

   Paymentus agrees to defend, hold harmless and indemnify Client and its directors, officers or governing officials, and employees (collectively, the “Client Indemnitees”) from and against all liabilities, demands, losses, damages, costs or expenses (including reasonable attorney’s fees and costs), incurred by any Client Indemnitee arising from a claim or demand brought by a third party to the extent such claim or demand alleges that the Services provided under this Agreement infringe the intellectual property rights of the third-party.

2. Warranty Disclaimer

   Except as expressly set forth in the agreement, Paymentus makes no other representations or warranties, express or implied and disclaims all other representations or warranties, express or implied, made to client or any other person, including without limitation, any warranties regarding quality, suitability, merchantability, fitness, for a particular purpose or otherwise of any services or any good provided incidental to the services provided under the agreement.

3. Limitation of Liability

   NOTWITHSTANDING THE FOREGOING, PAYMENTUS WILL NOT BE LIABLE FOR ANY LOST PROFITS, LOST SAVINGS OR OTHER SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES, EVEN IF IT HAS BEEN ADVISED OF OR COULD HAVE FORESEEN THE POSSIBILITY OF THESE DAMAGES. IN NO EVENT WILL PAYMENTUS BE LIABLE FOR ANY LOSSES OR DAMAGES RESULTING FROM THE ACTS, OMISSIONS OR ERRORS OF THIRD PARTIES OR OF CLIENT OR FOR PROVIDING AGREEMENTS, INSTRUCTIONS OR INFORMATION TO USERS AS INSTRUCTED BY CLIENT. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, PAYMENTUS SHALL HAVE NO LIABILITY OR INDEMNITY OBLIGATIONS FOR ITS ACTIONS UNDERTAKEN IN CONFORMITY WITH CLIENT REQUESTS OR DIRECTIONS. PAYMENTUS’ TOTAL LIABILITY FOR DAMAGES FOR ANY AND ALL ACTIONS ASSOCIATED WITH THE AGREEMENT OR THE SERVICES WILL IN NO EVENT EXCEED (I) FOR AN ERROR OR OTHER ACTION AFFECTING THE PROCESSING OF ONE OR MORE PAYMENTS, THE AMOUNT OF THE PAYMENTUS FEE ASSOCIATED WITH EACH PAYMENT, OR (II) FOR ALL OTHER CLAIMS, THE AMOUNT OF THE PAYMENTUS FEE (NET OF DIRECT PROCESSING AND OTHER FEES PAID BY PAYMENTUS) PAID TO PAYMENTUS (“NET FEES”) IN THE SIX (6) MONTHS BEFORE THE EVENTS GIVING RISE TO THE CLAIM OR CLAIMS ARISING FROM THE SAME CIRCUMSTANCES AND (III) IN NO EVENT, MORE THAN THE NET FEES RECEIVED IN THE LAST SIX (6) MONTH PERIOD UNDER THE AGREEMENT.

1. Term

   The term of the Agreement will commence on the Effective Date and continue for a period of 5 (five) years (“Initial Term”) from the Launch Date.

   At the end of the Initial Term, the Agreement will automatically renew for successive three (3) year periods unless either Client or Paymentus provides the other Party with not less than 6 (six) months prior written notice before the automatic renewal date that it elects not to automatically renew the term of the Agreement.

2. Material Breach

   A material breach of the Agreement will be cured within 90 (ninety) business days (“Cure Period”) after a Party notifies the other in writing of the breach in accordance with the Notice Provisions of this Agreement and with reasonable details regarding the material breach. In the event a material breach has not been cured within the Cure Period, the non-breaching Party can terminate the Agreement by providing the other Party with a 30 business days’ written notice.

3. Upon Termination

   Upon termination of the Agreement, the Parties agree to cooperate with one another to ensure that all Payments are accounted for and all refundable transactions have been completed. During any period between the date of the notice of non-renewal or termination, if applicable, and the termination date set forth therein, Client shall maintain transaction volumes materially consistent with historical usage of Paymentus’ Platform. Upon termination, Paymentus will cease all Services being provided hereunder unless otherwise agreed in writing.

Client will not for any purpose inconsistent with the Agreement disclose to any third party or use any Paymentus confidential or proprietary non-public information that Client has obtained during the procurement process or during the term of the Agreement about Paymentus’ business, including the terms of the Agreement, operations, financial condition, technology, systems, know-how, products, Services, suppliers, clients, marketing data, plans, and models, and personnel. Except as required by law, Paymentus will not for any purpose inconsistent with the Agreement or its privacy policy in effect from time to time disclose to any third party or use any confidential User information it receives in connection with its performance of the Services other than as required in connection with the third parties described in Section 5.4(i) (applicable merchant processing, cash management, ACH origination, or kiosk agreements) above. Except as provided in this Agreement, Client shall not issue any form of press release or make any public statement on its website, to the media, or otherwise regarding Paymentus, the Platform or the Services without the prior written consent of Paymentus, unless disclosure is required by law, and then (i) only to the minimum extent necessary to comply with any applicable law, rule or regulation; and (ii) only after consultation with Payments regarding the content of such release or statement.

If a request for information is made to Client under any federal, state or other governmental freedom of information act or similar law, rule or regulation seeking disclosure of any of the confidential information of Paymentus, this Agreement or other information provided to Client before and after the Effective Date in connection with or pursuant to this Agreement, Client shall (i) promptly provide Paymentus written notice of (email shall suffice) such request (along with a copy of the request) so that Paymentus may seek, at Paymentus’ sole expense, a protective order or other appropriate remedy to protect the requested information to the extent legally permitted and (ii) provide reasonable cooperation (at Paymentus’ request and sole expense, including but not limited to Client’s legal fees reasonably incurred to protect the requested information) to resist or limit any disclosure pursuant to this paragraph.

In order that Client may promote the Services and Paymentus’ role in providing the Services, Paymentus grants to Client a revocable, non-exclusive, royalty-free, license to use Paymentus’ logo and other service marks (the “Paymentus Marks”) for this purpose only. Client does not have any right, title, license or interest, express or implied in and to any object code, software, hardware, trademarks, service mark, trade name, formula, system, know-how, telephone number, telephone line, domain name, URL, copyright image, text, script (including, without limitation, any script used by Paymentus on the IVR or the Website) or other intellectual property right of Paymentus (“Paymentus Intellectual Property”). All Paymentus Marks, Paymentus Intellectual Property, and the Platform and all rights therein (other than rights expressly granted herein) and goodwill pertain thereto belong exclusively to Paymentus.

1. Authorized Representative

   Each Party will designate an individual to act as its representative, with the authority to transmit instructions and receive information. The Parties may from time to time designate and notify the other Party of other individuals or change the individuals.

2. Notices

   All notices of any type hereunder (“Notices”) will be in writing and sent to the addresses indicated on the signature page and except as otherwise provided in these Terms and Conditions will be given by certified mail, a national courier or by hand delivery. Notices will be considered to have been given or received on the date the notice is physically received. Any party by giving notice in the manner set forth herein (or by electronic mail) may unilaterally change the name of the person to whom notice is to be given or the address at which the notice is to be received, by sending Notice to the other party. Notices to Paymentus shall also be copied to the attention of the Legal Department at the Paymentus address.

3. Interpretation

   It is the intent of the Parties that no portion of the Agreement will be interpreted more harshly against either of the Parties as the drafter.

4. Governing Law

   The Agreement will be governed by the laws of the state of Delaware, without giving effect to any principles of conflicts of law.

5. Severability

   If a word, sentence or paragraph herein is declared illegal, unenforceable, or unconstitutional, that word, sentence or paragraph will be severed from the Agreement, and the Agreement will be read as if that word, sentence or paragraph did not exist.

6. Attorney’s Fees

   Should any litigation or other dispute requiring the involvement of attorneys arise between the Parties concerning the Agreement, the Parties agree to bear their own costs and attorney’s fees.

7. Force Majeure

   Each of the Party’s will be excused from performing the Services or other non-monetary obligations to the extent such Party’s performance is directly delayed, impaired or rendered impossible due to acts of God or other events that are beyond such Party’s reasonable control and without its fault or judgment, including without limitation, natural disasters, war, terrorist acts, riots, acts of a governmental entity (in a sovereign or contractual capacity), fire, storms, floods, labor strikes, labor walk-outs, pandemics or other wide-scale heath crisis, quarantine and related restrictions, explosions, extra-ordinary loss of utilities (including telecommunications services), or external computer “hacker” attacks and/or delays of common carrier.

8. No Third Party Beneficiaries

   Nothing in this Agreement, express or implied, is intended to confer rights, benefits, remedies, obligations or liabilities on any person (including Users or customers of the parties) other than the parties or their respective successors and permitted assigns.

9. Entire Agreement

   The Agreement represents the entire agreement between the parties with respect to its subject matter and supersedes all prior written or oral agreements or understandings related to its subject matter and except as provided in the Agreement may be changed only by agreements in writing signed by the authorized representatives of the parties. Paymentus may amend this Agreement as reasonably necessary to comply with laws, regulations or rules applicable to the Services provided under this Agreement.

10. Counterparts

    The Agreement and any amendment or other document related to the Agreement may be executed in counterparts, each of which will constitute an original, and all of which will constitute one agreement. The Agreement and any amendment or other document related to the Agreement may be signed electronically. A photographic or facsimile copy of the signature evidencing a party’s execution of the Agreement will be effective as an original signature.

11. Due Authorization and Enforceability

    Client represents and warrants that it has the full right, power and authority to enter into this Agreement and to perform and discharge its obligations hereunder; and this Agreement has been duly authorized, executed and delivered by the Client, and constitutes a valid, legal and binding obligation of the Client, enforceable against the Client in accordance with its terms.