AutoPay Disclosure Agreement

INTRODUCTION:

This document is to provide you information about the online bill payment system offered to you on behalf of Cabrella, LLC AutoPay (the "Service") and the client payment portal (the "Site"). These terms and conditions set forth a legally binding agreement governing your use of the Site and the Service ("Agreement") and outline important conditions that apply to your use of the Site and the Service. By utilizing the Service, permitting any person to do so on your behalf, or utilizing the Service on someone else's behalf, you agree to these terms and conditions. If you do not agree to these terms and conditions, you must discontinue your access to the Site and not utilize the Service.

DEFINITIONS:

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"Authorized User" is any individual which you allow to use the Service or access to your Funding Account.  

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"Auto Pay Payment" is a recurring Payment made on the Due Date for the amount shown on the Invoice.  

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"Biller" is Cabrella, LLC.

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"Business Day" is every Monday through Friday, excluding Federal Reserve holidays.

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"Due Date" is the date reflected on your invoice when your payment is due; it is not the late payment date or inclusive of a grace period.

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"Claim Payment” is a payment made as a disbursement of funds for a valid  approved claims

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"Funding Account" is the checking account, savings account, or debit card account, held at FDIC or equivalent insured United States depository institutions, or credit card account from which Payments and fees, if any, will be debited and to which credits to you will be credited.

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"Invoice" means the account you have directly with Biller related to the goods and I or services

provided to you by Biller

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"Payment" is a payment transaction initiated by you through the Service.

"Payment Date" is the same as the invoice date that the Biller will receive the Payment and is also the day your Funding Account will be debited; provided that if the calendar day you elect falls on a non-Business Day, or after the daily cutoff time for the Service, the actual Payment Date and the actual date your Funding Account will be debited will be the immediately following Business Day.

"Payment Instruction" is the information provided by you (such as, but not limited to, Customer name, Customer Account number, and Payment Date) for a Payment to be made through the Service.

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"Payment Wallet" is the funding account information you save (if any) for use in making future Payments.

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"We," "us," and "our" refers to Biller and its third-party service providers.

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"You" and "your" refer to the individual that is utilizing the Service.

AUTO PAY PAYMENTS, RECURRING PAYMENTS, AND SCHEDULED PAYMENTS

You may have the option of enrolling for Auto Pay Payments. Upon enrollment in Auto Pay Payments:

1. Auto Pay Payments will be automatically deducted from your Funding Account on the applicable due date, in the full amount then due;

2. While enrolled in Auto Pay Payments, you will receive email confirmations of Payments charged to or debited against your Funding Account. It is your responsibility to update your email address in your profile with your current email address. We will not be responsible for email confirmations that are not received as a result of delivery failures. (e.g., spam blockers or incorrect email address).

3. It is your sole responsibility to ensure that all Funding Account information is accurate, legitimate, and up-to-date in order to ensure proper authorization of your Payment. We will not be responsible for any payment processing errors or fees incurred if you fail to provide accurate Funding Account information.

4. You may terminate your participation in Auto Pay Payments, in writing, or by calling Biller's customer service department. It may take up to thirty (30) days to process termination requests.

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ELIGIBILITY FOR AUTO PAY PAYMENTS

The Site and the Service are offered only to individuals and authorized users of commercial entities who can form legally binding contracts under applicable law and, with respect to Payments made using checking, savings, or debit cards, use bank accounts held at FDIC or equivalent insured United States depository institutions. Without limiting the foregoing, the Service is not offered to minors. By using the Service, you represent that you meet these requirements and that you agree to be bound by this Agreement. You agree to indemnify and hold us harmless for all costs and fees (including without limitation interchange fees and merchant fees) arising out of your violation of this Section.

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PAYMENT AUTHORIZATION, PAYMENT REMITTANCE AND FEES:

Upon enrollment in Auto Pay Payments, you authorize us to follow the Payment Instructions received from you at the time of your enrollment, or subsequent thereto. Upon our receipt of a Payment Instruction from you, you authorize us to debit or charge your Funding Account for the amount of any Payment plus any related fees in effect at the time you initiate the Payment Instruction, and to remit funds on your behalf.

YOU ACKNOWLEDGE AND AGREE THAT A FEE, INCLUDING, BUT NOT LIMITED TO CREDIT CARD PROCESSING FEES, MAY BE CHARGED TO YOU TO PROCESS PAYMENTS PURSUANT TO THIS AGREEMENT. ANY SUCH FEES WILL BE DISPLAYEO TO YOU PRIOR TO FINALIZING THE PAYMENT INSTRUCTION. YOU HEREBY AGREE TO PAY ANY SUCH APPLICABLE FEES WHICH MAY BE CHARGED REGARDLESS OF WHETHER THE PAYMENT INSTRUCTION IS COMPLETED.

You also authorize us to credit your Funding Account, in the event that any Payments are returned to us because the processing of the Payment Instruction could not be completed. In order to process Payments more efficiently and effectively, we may edit or alter payment data or data formats. You certify that any Funding Account you add to your profile or otherwise utilize in connection with the Service is an account from which you are authorized to make payments, and any Payment you make using the Service will debit/charge a Funding Account that you are legally authorized to use. We will use reasonable efforts to complete your Payments properly. However, we shall incur no liability if the Service is unable to complete any Payments initiated by you because of the existence of any one or more of the following circumstances or other reasons identified in this Agreement:

1. If your Funding Account does not contain sufficient funds to complete the transaction or the transaction would exceed the credit limit of your overdraft account;

2. If you have not provided us with the correct Funding Account information, or other required information;

3. If your debit/credit card is expired;

4. If circumstances beyond our control (such as, but not limited to, fire, flood, or other acts of God, third party systems, or interference from an outside force) prevent the proper execution of the transaction; and/ or

5. If you failed to follow our instructions for the use of the Service.

Provided none of the foregoing exceptions are applicable, if we cause an incorrect amount of funds to be removed from your Funding Account or cause funds from your Funding Account to be directed in a manner that does not comply with your Payment Instructions, our sole responsibility to you shall be to promptly return the improperly transferred funds to your Funding Account or to direct any previously misdirected Payments to the Biller.

You are responsible for ensuring that there are sufficient funds available in your Funding Account to cover any amount you authorize for payment. If you do not have sufficient funds in your Funding Account, your Payment may not be processed. Your Payment may not be processed after a credit or debit card's expiration date, if it is not updated by you prior to such date.

In the event your Payment is not processed for any reason, including the failure to obtain an authorization from your card issuer or financial institution, or you have not provided us with the correct information, your liability shall remain outstanding and unpaid and you will be subject to all applicable penalties, late fees and interest charges assessed thereon, all of which obligations remain your sole responsibility.

Any fees associated with your Funding Account, including without limitation any assessed by your financial institution or credit card issuer, will continue to apply. You are also responsible for any and all telephone access fees and/or Internet service fees that may be assessed by your telephone and/or Internet service provider in connection with your utilization of the Service.

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PAYMENT CANCELLATION REQUESTS:

You may be permitted to cancel or edit a Payment until 24 hours prior to the processing of the Payment Instruction has begun. If permitted, there is no charge for canceling or editing a Payment prior to the processing of the Payment Instruction. Requests to edit or cancel a Payment made less than 24 hours prior to scheduled processing will be considered invalid, and the scheduled Payment will be processed.  

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RETURNED PAYMENTS:

In using the Service, you understand that payments may be returned for various reasons, such as, but not limited to, the Biller Account number is not valid; we are unable to locate your Biller Account; or your Biller Account is paid in full. We will use reasonable efforts to research and correct the returned payment, or void the payment and credit your Funding Account. You may receive notification regarding any such returned payments. You may be assessed fees by us or your financial institution as the result of any returns or insufficient funds related to your Funding Account, or charges refused by a card network.

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PAYMENT WALLET

The Payment Wallet allows you to save your Funding Account for use in making future Payments and receiving Claim Payments via ACH. If you elect to use Payment Wallet, the following terms apply:

1. Adding Funding Accounts. You authorize the addition of Funding Accounts to your profile when received from you. The first Funding Account that you add to your profile shall be your "Default Funding Account," unless you later designate a different Funding Account as your Default Funding Account. If your identity cannot be verified satisfactorily, the Service may not allow you to add a specific type of Funding Account to your profile.

2. Funding Account Number and Expiration Date Changes. It is your sole responsibility to ensure that the information maintained in your Payment Wallet is and remains current and accurate. If your funding account number changes or your credit or debit card expiration date changes, you are responsible for updating to your Payment Wallet, and failure to do so may result in a returned Payment or your inability to receive Claim Payments.  

3. Failure to Maintain Up to Date Funding Account In the event you failure to provide current and up to date account information for your Funding Account, Cabrella shall have no liability with regards to: (i) any potential lapse in coverage resulting from your non-payment for the Service, or (ii) your inability to receive a Claim Payment due to Cabrella sending such payment(s) to an expired or outdated Funding Account.  

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CREDIT CARD CONVIENCE SURCHARGE

Where permitted by state law, any payment by credit card will be subject to a convenience surcharge of up to a maximum 3.5%, which is not greater than the cost of acceptance for Biller.

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COMMUNICATIONS TO YOU; ADDRESS OR BANKING CHANGES.

By providing us with a telephone number (including a mobile telephone number) and/or email address, you consent to receiving calls and/or text messages at that number, and/or emails from us for our everyday business purposes (including identity verification). You authorize us to send or provide by electronic communication any notice, communication, amendment or replacement to the Agreement, payment receipt, or disclosure required to be provided orally or in writing to you. You agree to receive any electronic communication provided to you and will not attempt to avoid receiving any such communication. You are deemed to have received any electronic communication provided to you when they are made available to you. By providing us with a telephone number (including a mobile number), you consent to receiving autodialed and prerecorded message calls at that number for Service-related purposes. For example, we may contact you in connection with validating or processing a transaction that you've requested through the Service. You agree that we may provide notices to you by posting them on the Site, sending them to you through an in-product message within the Service, emailing them to an email address that you have provided, sending them via text message to any mobile number that you have provided, or by mailing them to any postal address that you have provided. For example, users of the Service may receive certain notices (such as notice of payments and alerts for validation and receipt of transfers of funds) as text messages on their mobile device. All notices by any of these methods shall be deemed received by you no later than twenty-four (24) hours after they are sent or posted, except for notice by postal mail, which shall be deemed received by you no later than three (3) Business Days after it is mailed. It is your sole responsibility to ensure that your contact information is accurate in the Service. We will not be responsible for communications that are not received by you as a result of delivery failures (e.g., spam blockers, incorrect email address or physical address, or incorrect mobile phone number).

Data and messaging charges from your telecommunications provider may apply, and you are responsible for any such charges. In the event your enrolled mobile device is lost or stolen, you agree to update your enrollment information and make the appropriate changes to disable the use of such device.

SECURITY

You agree not to give or make available your access or access credentials to the Service to any unauthorized individuals. You are responsible for all Payments you authorize using the Service or that are made using your access credentials. If you permit Authorized Users or other persons to use the Service, you are responsible for any transactions they authorize. If you believe that your access or access credentials to the Service has been lost, stolen, or otherwise compromised or that someone has transferred or attempted to transfer money without your permission, you must notify customer service at once. If you believe there have been any unauthorized transfers related to your Funding Account, you should notify Biller customer service department and /or your financial institution at once. See "Your Liability for Unauthorized Transfers."

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INFORMATION AUTHORIZATION

You agree that the information you provide to facilitate a Payment, including your Funding Account information, may go through a verification process. You further agree that we may obtain financial information regarding your Funding Account from your financial institution (for example, to resolve payment posting problems, set transaction limits or for verification purposes).

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ALTERATIONS AND AMENDMENTS

We reserve the right to update, amend or otherwise change this Agreement, including, but not limited to applicable fees and service charges at any time.  In the event of such an amendment, a revised version of this Agreement will be posted on the Site. You may be required to affirmatively accept the revised Agreement in order to continue using the Service. Regardless of whether you are so required, any use of the Service after a notice of change or after the posting of a revised version of this Agreement on the Site will constitute your agreement to such changes and revised versions. The revised version will be effective at the time it is posted or otherwise provided to you unless a delayed effective date is expressly stated in the revision. Further, we may, from time to time, revise or update the Service applications, services, and/or related material, which may render all such prior versions obsolete. Consequently, we reserve the right to terminate this Agreement as to all such prior versions of the applications, services, and/or related material and limit access to only the Service's more recent revisions and updates. You authorize us to send or provide by electronic communication any notice, communication, amendment or replacement to the Agreement, or disclosure required to be provided orally or in writing to you. Your use of the Service may be terminated or suspended at any time for any reason or no reason. Neither termination nor suspension shall affect your liability or obligations under this Agreement.

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PAYMENT DISPUTES

If you dispute a Payment made from a Funding Account, you acknowledge that such dispute (including, but not limited to, chargeback or fraud) must be taken up with your issuing debit/credit card provider or financial institution. We are not responsible for any research or resolution of such payment disputes.

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ARBITRATION:

For any claim (excluding claims for injunctive or other equitable relief) arising out of or relating to this Agreement, the parties must resolve the dispute in a cost effective manner through binding non-appearance-based arbitration. The party commencing arbitration will initiate such arbitration through the American Arbitration Association ("AAA") or an established alternative dispute resolution (ADR) administrator mutually agreed upon by the parties. The parties agree that the following rules shall apply: (a) the arbitration may be conducted telephonically, online and/or be solely based on written submissions, at the election of the party initiating the arbitration; (b) the arbitration shall not involve any personal appearance by the parties, their representatives or witnesses unless otherwise mutually agreed by the parties; (c) discovery shall not be permitted; (d) the matter shall be submitted for decision within ninety (90) days of initiation of arbitration, unless otherwise agreed by the parties, and the arbitrator must render a decision within thirty (30) days of submission; and (e) any award in such arbitration shall be final and binding upon the parties and may be submitted to any court of competent jurisdiction for confirmation. The parties acknowledge that remedies available under federal, state and local laws remain available through arbitration.

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NO CLASS ACTION, OTHER REPRESENTATIVE ACTION, OR PRIVATE ATTORNEY GENERAL ACTION, OR JOINDER OR CONSOLIDATION OF ANY CLAIM WITH A CLAIM OF ANOTHER PERSON SHALL BE ALLOWABLE IN ARBITRATION.

Notwithstanding this Arbitration section, in the event you are a commercial or corporate entity, including without limitation a commercial payment aggregator, we reserve the right to bring a claim against you outside of arbitration and in any forum.

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