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3473 Schedule "A" - To enter into an agreement with Paymentus Corporation for certain credit card paymentsSchedule "A" Paymentus The Real-Time Bill Payment Company MASTER SERVICES AGREEMENT Customer: Customer Address: Contact for Notices to Customer: Estimated Annual Bills: Town of Tillsonburg Tillsonburg Customer Service Centre 10 Lisgar Ave Tillsonburg ON N4G 5A5 Lee Ann Thompson, Customer Service Manager 78,000 This Master Services Agreement ("Master Agreement") is entered into as of the Effective Date below, by and between the Customer ("Customer") identified above and Paymentus Corporation, an Ontario Corporation ("Paymentus"). WHEREAS Paymentus desires to provide and the Client desires to receive certain services under the terms and conditions set forth in this Agreement. Paymentus provides electronic bill payment services to utilities, municipalities, insurance and other businesses. NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth, the receipt and sufficiency of which are hereby acknowledged, the parties, intending to be legally bound, hereby covenant and agree as follows. This Agreement consists of this signature page, General Terms and Conditions, and the attachments ("Attachments") with schedules ("Schedules") listed below: Schedule A: Paymentus Service Fee Schedule This Agreement represents the entire understanding between the parties hereto with respect to its subject matter and supersedes all other written or oral agreements heretofore made by or on behalf of Paymentus or Customer with respect to the subject matter hereof and may be changed only by agreements in writing signed by the authorized representatives of the parties. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized representatives Customer: By: or - John Lessif Name: ir tf v'/frw/T Bate: Clerk - Donna Hemeryck L>tx f,--- o* -• ^, 2-vi- Date: Paymentus The Real-Time Bill Payment Company GENERAL TERMS AND CONDITIONS 1 Definitions: For the purposes of this Agreement, the following terms and words shall have the meaning ascribed to them, unless the context clearly indicates otherwise. 1.1 "Agreement " or "Contract" shall refer to this Agreement, as amended from time to time, which shall constitute an authorization for the term of this contract for Paymentus to be the exclusive provider of services, stated herein, to the Customer 1.2 "User" shall mean the users of the Customer's services 1.3 "Effective Date" shall be the last date upon which the parties signed this Agreement. The Agreement will not be effective against any party until the said date 1.4 "Launch Date" shall be the date on which Customer launches this service to the Users 1.5 "Payment" shall mean Users to make payments for Customer's services or Customer's bills 1.6 "Payment Amount" shall mean the bill amount User wants to pay to the Customer. 1.7 "Services" shall include the performance of the Services outlined in section 2 of this Agreement 1.8 "Paymentus Authorized Processor" shall mean a Paymentus authorized merchant account provider and payment processing gateway 1.9 "Reversed or Charged-back Transactions" shall mean cancelled transactions due to User error, or a User's challenge to Payment authenticity. 1.10 "Average Bill Amount" shall mean the total amount of Payments collected through Paymentus system in a given month divided by the number of the Payments for the same month. 2 Description of Services to be performed 2.1 Scope of Services Paymentus shall provide Users the opportunity to make Payments by Credit Cards and other payment methods as deemed necessary by Paymentus. Payments may be made by Interactive Telephone Voice Response System ("IVR") or secure Internet interface provided at the Paymentus Corporation's web site or other websites part of Paymentus' Instant Payment Network ("WebSites ), collectively referred to as the ("System"). Paymentus shall, on behalf of the Customer, collect and process Payments from Users using Visa, MasterCard or other credit cards ("hereinafter referred to as a "Card"). Paymentus may also offer other payment options such as eChecks or Debit Cards. 2.2 Professionalism Paymentus shall perform in a professional manner all Services required to be performed under thisAgreement. -2- Paymentus he Real-Time Bill Payment Company 3 Compensation 3.1 No Cost Installation Paymentus will charge no fees related to the initial setup and personalization of its standard service for both Web and IVR interfaces. 3.2 Paymentus Service Fee System will charge each User a Service fee for each transaction processed (hereinafter called "Paymentus Service Fee"). Such Paymentus Service Fee is to be collected in addition to the corresponding Payment as part of the transaction. For each payment, the Paymentus Service Fee collected will be used to pay the corresponding Credit Card transaction fees or transaction fees associated with Debit Cards or eChecks (hereinafter called "Transaction Fees") except NSF fees and processing charges related to Paymentus (hereinafter called "Paymentus Fees"). A schedule of Paymentus Service Fee is attached hereto as Schedule A. Paymentus and Customer may mutually review Paymentus Service Fee schedule at regular intervals. However, Paymentus can amend this schedule upon prior written notice to the Customer, if such change is required due to changes in the Visa and MasterCard regulations or changes in Credit Card fees or changes in the Average Bill Amount. 4 Payment Processing 4.1 Explicit User Confirmation Paymentus shall confirm the dollar amount of all Payments and the corresponding Paymentus Service Fee to be charged to a Card and electronically obtain the User approval of such charges prior to initiating Card authorizations transaction. Paymentus will provide User with electronic confirmation of all transactions. 4.2 Merchant Account Paymentus will arrange for the Customer to have a merchant account with the Paymentus Authorized Processor for processing and settlement of the credit card transactions. 4.3 Card Authorization For authorization purposes, Paymentus will electronically transmit all Card transactions to the appropriate Card-processing center, in real time as the transactions occur. 4.4 Settlement Paymentus together with its authorized Card processor shall forward the payment transactions and corresponding Paymentus Service Fee to the appropriate card organizations for settlement directly to the Customer's depository bank account previously designated by the Customer (hereinafter the "Customer Bank Account"). -3 - Paymentus The Real-Time Bill Payment Company Paymentus together with Paymentus Authorized Processor will continuously review its settlement and direct debit processes for its simplicity and efficiencies. Customer and Paymentus agree to fully co- operate with each other if Paymentus were to change its settlement and invoicing processes. 4.5 Reversed or Chargeback Transactions Reversed or Chargeback Transactions can be reversed by the Customer using the Paymentus software provided ("Agent Dashboard"). The Payment Amount will be refunded to the User, however, except in the case of a Substantiated Chargeback transaction as defined below, the Paymentus Service Fee is non- refundable, and therefore the corresponding Paymentus Service fees will not be refunded to the User. The remittance file will contain a record of any such transaction whenever such transactions occur. With respect to all Chargeback Card Transactions that are substantiated by a User and approved by an authorized representative of Paymentus and the Customer ("Substantiated Chargeback"): (i) the Customer authorizes Paymentus and Paymentus Authorized Processor (and/or the respective card organization) to debit the Customer Bank Account for the amount of the corresponding Payment and (ii) Paymentus shall refund to the Card organization for credit back to the User the corresponding Paymentus Service Fees. The Customer agrees that it shall not refund in cash to a User any Payment made using Paymentus' Services. Since Paymentus receives no revenue from any Payment that is charged back, the Customer will be responsible for the fees associated with Chargeback processing by Paymentus Authorized Processor. Paymentus together with Paymentus Authorized Processor will continuously review its processes for Reversed or Chargeback transactions, for simplicity and efficiencies. Customer and Paymentus agree to fully co-operate with each other if Paymentus requires any change its settlement and invoicing processes for such transactions. 5 General Conditions of Services 5.1 Service Reports Paymentus shall provide Customer with reports summarizing use of the Services by Users for a given reporting period. 5.2 User Adoption Communication by Customer Customer will make Paymentus' Services available to its residential and commercial customers by different means of customer communication including a) through bills, invoices and other notices; b) by providing IVR and Web payment details on the Customer's website including a "Pay Now" or similar link on a mutually agreed prominent place on the web site; c) through customer's general IVR/Phone system; and d) other channels deemed appropriate by the Customer. Paymentus shall provide Customer with logos, graphics and other marketing materials for Customer's use in its communications with its users regarding the Services and/or Paymentus. Both parties agree that Paymentus will be presented as a payment method option. Customer will communicate Paymentus option to its end residential and commercial customers wherever Customerusually communicates its other payment methods. 5.3 Independent Contractor -4- Paymentus he Reel-Time Bill Payment Company Customer and Paymentus agree and understand that the relationship between both parties is that of an independent contractor. 5.4 Customer's Responsibilities In order for Paymentus to provide Services outlined in this Agreement, the Customer shall co- operate with Paymentus by: (i) Customer will enter into all applicable merchant Card or cash management agreements. (ii) For the duration of this Agreement, Customer will keep a bill payment link connecting to Paymentus System at a prominent and mutually agreed location on the Customer website. The phone number for the IVR payment will also be added to the web site. Customer willalso add the IVR payment option as part of the Customer's general phone system. (iii) User Adoption marketing as described in 5.2. (iv) Within 30 days of the merchant account setup, Customer will launch the service to the Users. 6 Governing Laws This Agreement shall be governed by the laws of the province of Ontario. 7 Communications 7.1 Authorized Representative Each party shall designate an individual to act as a representative for the respective party, with the authority to transmit instructions and receive information. The parties may from time to time designate other individuals or change the individuals. 7.2 Notices All notices of any type hereunder shall be in writing and shall be given by Post or by hand delivery to an individual authorized to receive mail for the below listed individuals, all to the following individuals at the following locations: To Customer c/o Town of Tillsonburg __200 Broadway, 2nd Floor __Tnisonburg. ON N4G 5A7 (519 ) 688-3009 (Phone) (519 ) 842-9431 (Fax) To Paymentus c/o President and CEO -5- Paymentus The Reel-Time Bill Payment Company 30 West Beaver Creek Road, Suite 17 Richmond Hill, Ontario, L4B 3K1 (888) 476-8910 (Phone) (877) 882-1676 (Fax) Notices shall be declared to have been given or received on the date the notice is physically received if given by hand delivery, or if notices given by Canada Post, then notice shall be deemed to have been given upon on date said notice was deposited in the mail addressed in the manner set forth above. Any party hereto by giving notice in the manner set forth herein 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. 7.3 Interpretation It is the ntent of the parties that no portion of this Agreement shall be interpreted more harshly against either of the parties as the drafter. 7.4 Amendment of Agreement Modifications or changes in this Agreement must be in writing and executed by the parties bound to this Agreement. 7.5 Severability If a word, sentence or paragraph herein shall be declared illegal, un enforceable, or unconstitutional, the said word, sentence or paragraph shall be severed from this Agreement, and this Agreement shall be read as if said word, sentence or paragraph did not exist. 7.6 Attorney's Fees Should any litigation arise concerning this Agreement between the parties hereto, the parties agree to bear their own costs and attorney's fees. 7.7 Confidentiality Customer will not disclose to any third party or use for any purpose inconsistent with this Agreement any confidential or proprietary non-public information it obtains during the term of this Agreement about Paymentus' business, operations, financial condition, technology, systems, no-how, products, services, suppliers, customers, marketing data, plans, and models, and personnel. Paymentus will not disclose to any third party or use for any purpose inconsistent with this Agreement any confidential User information it receives in connection with its performance of the services. 7.8 Intellectual Property In order that the Customer may promote the Services and Paymentus' role in providing the Services, Paymentus grants to Customer a revocable, non-exclusive, royalty-free, license to use Paymentus' logo and other service marks (the "Paymentus Marks") for such purpose only. Customer 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 Paymentuson the IYR or the WebSite) or other intellectual property right of Paymentus ("Paymentus Intellectual Property"). All Paymentus Marks, Paymentus Intellectual Property, and the System and all rights therein (other than rights expressly granted herein) and goodwill pertain thereto belong exclusively to Paymentus. -6- Paymentus The Real-Time Bill Payment Company 7.9 Force Majeure Paymentus will be excused from performing the Services as contemplated by this Agreement to the extent its performance is delayed, impaired or rendered impossible by acts of God or other events that are beyond Paymentus' 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, quarantine restrictions, floods, explosions, labor strikes, labor walk-outs, extra-ordinary losses utilities (including telecommunications services), external computer "hacker" attacks, and/or delays of common carrier. 7.10 Time of the Essence Paymentus and Customer acknowledge and agree that time is of the essence for the completion of the Services to be performed and each parties respective obligations under this Agreement. 8 Indemnification 8.1 Paymentus Indemnification and Hold Harmless Paymentus agrees to the fullest extent permitted by law, to indemnify and hold harmless the Customer and its governing officials, agents, employees, and attorneys (collectively, the "Customer Indemnitees") from and against all liabilities, demands, losses, damages, costs or expenses (including reasonable attorney's fees and costs), incurred by any Customer Indemnitee as a result or arising out of (i) the willful misconduct or negligence of Paymentus in performing the Services or (ii) a material breach by Paymentus of its covenants. 8.2 Customer Indemnification and Hold Harmless Customer agrees to the fullest extent permitted by law, to indemnify and hold harmless Paymentus, its affiliates, officers, directors, stockholders, agents, employees, and representatives, (collectively, the "Paymentus Indemnitees") from and against all liabilities, demands, losses, damages, costs or expenses (including without limitation reasonable attorney's fees and expenses) incurred by any Paymentus Indemnitee as a result or arising out of (i) the willful misconduct or negligence of Customer related to the Services or (ii) a material breach of Customer's covenants. 8.3 Warranty Disclaimer Except as expressly set forth in this Agreement, Paymentus disclaims all other representations or warranties, express or implied, made to the Customer 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 this Agreement. 8.4 Limitation of Liability Notwithstanding the foregoing, the parties agree that neither party shall be liable to the other for any lost profits, lost savings or other special, indirect or consequential damages, even if the party has been advised of or could have foreseen the possibility of such damages. Paymentus' total liability for damages for any and all actions associated with this Agreement or the Services shall in no event exceed the specific dollar amount of the Paymentus Service Fee paid to Paymentus for the particular payment transaction which is the subject matter of the claim of damage. -7- Paymentus 9 Term and Termination 9.1 Term The term of this Agreement shall commence on the effective date of this Agreement and continue for a period of 3 (three) years ("Initial Term") from the Launch Date. Services under this Agreement shall begin within 30 days of the merchant account setup. At the end of the Initial Term, this Agreement will automatically renew for successive three (3) year periods unless either Customer or Paymentus provide the other party with not less than 6 (six) months prior written notice before such automatic renewal date that such party elects not to automatically renew the term of this Agreement. 9.2 Material Breach A material breach of this Agreement shall be cured within 90 (ninety) days ("Cure Period") after a party notifies the other of such breach. In the event, such material breach has not been cured within the Cure Period, the non-breaching party can terminate this Agreement by providing the other party with a 30 (thirty) days notice. 9.3 Upon Termination Upon termination of this Agreement, the parties agree to cooperate with one another to ensure that all Payments are accounted for and all refundable transactions have been completed. Upon termination, Paymentus shall cease all Services being provided hereunder unless otherwise directed by the Customer in writing. -8- Paymentus Schedule A - Paymentus Service Fee Schedule Paymentus Service Fee charged to the User will be based on one of the following table: Payment Amount $0.01 - $200.00 Paymentus Service Fee Flat Fee of $5.95 Note:Maximum amount per payment is $200. The Paymentus Service Fee will be collected in addition to the end-user bill payment total. Paymentus may apply different limits per transactions for user adoption or to mitigate risks. -9-