Acceptance of Payment Gateway Terms of Use

These Payment Gateway Terms of Use (“Terms”) are a legal agreement between CityBase, Inc. (“CityBase”, “Us”, “We”, “Our” or “Company”) and you (“User”, “You”, “Your”, or “Yourself”) and governs Your access to and use of Our website (the “Website”) and the Services offered by CityBase, via the Website as described below on behalf of CityBase’s local government and utility clients (the “Client”). By [registering for/electronically accepting these Terms], accessing or using one or more of the Services, You agree to comply with and are legally bound by these Terms, including the Privacy Policy available at pay.indy.gov/privacy_policy or any additional terms or conditions that may be provided separately or uploaded as a later date, and all of which may be amended from time to time. These Terms incorporate by reference all policies, notices, and other content that appear on the Website.

The Services

Description of the Services

CityBase maintains a platform offering a variety of online resources made available to You on behalf of the Client, including but not limited to:

• User access to Your government records
• User access to Client information
• Payment services, including but not limited to:
• One-time payments
• Recurring payments
• Payment search information

(Such online resources shall be collectively referred to as the “Services”.)

Changes to the Services

CityBase reserves the right to update and modify the Service at any time, including making new applications, tools, features or functionalities available through the Service or removing any existing applications, tools, features or functionalities for any reason at any time, in CityBase’s sole discretion, without CityBase incurring any liability to You. Your continued use of the Services after any such update is Your agreement to any additional or revised terms and/or service fees.

Enrollment/Account.

You may be required to create a profile and register an account and/or to enroll as a User (“Account”). In doing so, You will be required to provide Us with information about Yourself, including but not limited to Your full name, address, email address, phone number, and other contact or identifying information, as appropriate. You agree that the information You provide to Us will be accurate and that You will keep it up-to-date at all times.

Your Obligations in Using the Website and Services

Eligibility

You represent and warrant that You (i) are at least 18 years of age, (ii) reside in the United States, (iii) have not been suspended or removed from the Services, and (iv) will provide information or documentation that is complete and accurate and for which You are legally authorized to provide and use. If You provide any information that is untrue, inaccurate, not current, or incomplete, or should CityBase have reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, CityBase retains the right to suspend and refuse any and all current or future use of the Website and/or the Services.

Payment information

The Services include an option to make payments to the Client on the Website using any major credit or debit card, as well as using electronic checks or ACH for payments. CityBase contracts with trusted third parties to securely collect and transmit any such payment information You enter. CityBase does not store such payment information. You are solely responsible for any payment information input as part of Your use of the Service, service fees, card fees or charge backs, as well as any fees for returned checks, resulting from Your failure to provide a valid form of payment or ensure sufficient funds are available to pay for any Services, as well as any late fees from Client that may result from Your failure to input correct payment information. To the extent permitted by law, You agree to be bound by all payment instructions or transactions initiated in compliance with these Terms and applicable law. Failure to comply with all payment requirements may result in termination of Your access to the Website and use of the Services.

Authorization

You represent that You have the right to provide us with your payment card information and authorize CityBase to charge the payment card pursuant to the Services.

ACH

You consent and authorize CityBase to process and originate electronic ACH debits and credits. You agree that all electronic ACH transactions requested or processed in connection with Your Account or Your use of the Service are subject to these Terms, the Operating Rules of the National Automated Clearing House Association (“NACHA Rules”), and all other applicable laws, rules and regulations.

Third Party Providers

You grant to Citybase and We reserve the right to use third parties to provide or facilitate the Services (“Third Party Providers”).

Use of Information

You authorize Us to the use and disclosure of all information regarding the Website and/or the Services used by You and all information, including personal information, provided by You in any manner consistent with these Terms and our Privacy Policy. Without limiting the foregoing, we may share such any information you provide to Us with our Third Party Providers and payment processors as we deem necessary for the provision of the Services.

Rights and Restrictions

Subject to Your compliance with these Terms, CityBase grants You a limited, non-exclusive, non-sublicensable right to use the Services. Your use and access to the Website and the Services are subject to the following restrictions: (i) You will not and You will not allow a third party to: modify, alter, reverse engineer, or create derivative works or content of the Website or the Services or underlying source code of the Website or Services; (ii) You will not use the Website or Services in violation of these Terms or in violation of applicable law, or use the Services in connection with any illegal or fraudulent business or transaction (iii) You will not attempt to or access data , including personal data, or payment information of any other customer or User of the Service or gain access to any portion of the Website or Services for which You do not have authorized access, (iv) You will not harm the Website or Services or use the Website or the Services in a manner that interferes with the use or enjoyment of it by others; and (v) You will not remove, modify, or obscure any copyright, trademark, or other proprietary notice.

Disclaimer of Client’s Information and Your Disputes with Client

You are solely responsible for informing Yourself of any statutes, ordinances, codes, information etc. from Client (“Client’s Information”) that may apply to You and may affect Your use of the Services. CityBase does not control Client so We are not responsible if something arises that is Your and/or Client’s responsibility. CityBase disclaims any and all responsibility and liability with respect to any Client Information obligations that may arise from and impact Your use of the Services. ANY DISPUTE YOU HAVE WITH CLIENT, A THIRD-PARTY SERVICE, OR OTHER THIRD PARTY ARISING FROM YOUR USE OF THE SERVICE IS SOLELY BETWEEN YOU AND CLIENT OR SUCH THIRD PARTY, AND YOU IRREVOCABLY RELEASE CITYBASE (AND OUR OFFICERS, DIRECTORS, AGENTS, SUBSIDIARIES, JOINT VENTURES, AND EMPLOYEES) FROM ANY AND ALL CLAIMS, DEMANDS AND DAMAGES (INCLUDING BUT NOT LIMITED TO DIRECT AND CONSEQUENTIAL DAMAGES AND OTHER SPECIAL, INDIRECT OR INCIDENTAL DAMAGES) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES. CITYBASE WILL NOT, AND WILL NOT ATTEMPT, TO REVERSE OR OTHERWISE RECOVER ANY PAYMENT OR TRANSACTION THAT IS SUBJECT TO A BONA FIDE DISPUTE BETWEEN YOU AND CLIENT OR ANY THIRD PARTY.

Security

Password

You may be required to create a strong password for Your Account. You will not provide access to your Account to any outside party, and will take all reasonable precautions to safeguard and keep confidential your password and authentication details.

PCI Compliance

CityBase is Payment Card Industry Data Security Standards (“PCI-DSS”) Level 1 compliant.

Authentication

Before using Our Website or Services, You may be required to authenticate Your identity with the Client using single sign-on (SSO) techniques that may use federated identity management. Such SSO techniques and federated autthentication will be managed by the Client and not by CityBase.

Privacy

Our Privacy Policy, available at: pay.indy.gov/privacy_policy informs You about the types of information that may be provided by You when You visit the Website or use the Services, how We may use or disclose that information, and Your choices regarding such use.

Accessibility

The Website is in compliance with the Americans with Disability Act (“ADA”) and Section 508 of the Rehabilitation Act. Please contact us as provided below with any questions concerning accessibility.

Termination

In addition to any termination rights set forth in these Terms, CityBase reserves the right to suspend or terminate Your access to the Service at any time, for any reason (including for a violation of these Terms, the failure to pay applicable fees, or inactivity), in Our sole discretion, without CityBase incurring any liability to You or any third party. If We suspend or terminate Your Account or access to the Service, We will use commercially reasonable efforts to provide notice to You, but will not be required to do so and will not be liable for failure to do so.

Contact Us

If You have any questions or concerns about these Terms, please send an e-mail to info@thecitybase.com and note "Terms of Use" in the subject line.

General Information

Intellectual Property

We shall remain the sole owner of, and shall retain all right, title and interest in and to the Website and Services and any related documentation, and any modifications, or improvements thereto or derivative words thereof, whether or not made by Us. The Website and Service are protected by copyright, trade secret, and other intellectual property laws. We and our licensors, if any, own the title, copyright, and other worldwide intellectual property rights in the Website and Service and all copies thereof. We reserves all rights in and to the foregoing, and you gain no rights or licenses hereunder, except as expressly granted in these Terms.

Confidentiality

In the course of using the Website and/or the Services, You may be exposed to information of a confidential or proprietary nature belonging to Us (“Confidential Information”), including but not limited to information regarding Our services and related technology, or information regarding Our business, financial, or marketing activities. To the extent You receive Confidential Information, You agree that you will not disclose any such Confidential Information to any third party without Our prior written consent, and that you will not use such Confidential Information except as expressly authorized by Us.

Jurisdiction and Arbitration

You and CityBase agree to submit to the personal and exclusive jurisdiction of the state and federal courts located within the Client’s jurisdiction for any disputes or matters arising out of the Website or use of the Services. At the Client’s sole discretion, it may require You to, and You agree to, submit any disputes arising from the use of these Terms or the Website, including disputes arising from or concerning their interpretation, violation, invalidity, non-performance, or termination, to final and binding arbitration under the Rules of Arbitration of the American Arbitration Association applying California law.

Indemnification

You agree to defend, indemnify and hold harmless CityBase, its officers, directors, employees, consultants, affiliates, subsidiaries, and agents from and against any losses, damages, fines, fees, or other claims that might arise from Your (i) access to and use of the Services, (ii) breach of these Terms, (iii) violation of applicable law or regulation, (iv) violation of any rights of a third party, (v) dispute between You and a third party, including Client, and (vi) gross negligence or willful misconduct.

Limitation of Liability

IN NO EVENT WILL CITYBASE AND ITS AFFILAITES, BE LIABLE TO YOU, ANY USER, OR ANY THIRD PARTY IN CONNECTION WITH THESE TERMS , USE OF THE WEBSITE OR THE SERVICES, FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, LOSS OF INCOME, DATA, PROFITS, REVENUE OR BUSINESS INTERRUPTION, OR COST OF SUBSTITUTE SERVICES, OR OTHER ECONOMIC LOSS, WHETHER OR NOT CITYBASE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND WHETHER ANY CLAIM FOR RECOVERY IS BASED ON THEORIES OF CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY) OR OTHERWISE. CITYBASE WILL NOT BE LIABLE FOR ATTORNEYS’ FEES, EXCEPT AS REQUIRED BY LAW. THE TOTAL AGGREGATE LIABILITY OF CITYBASE TO YOU OR ANY THIRD PARTY IN ANY CIRCUMSTANCE IS LIMITED TO $200 USD.

Warranty and Disclaimer

THE SERVICE IS PROVIDED "AS-IS" AND “AS AVAILABLE” WITHOUT ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT. YOU ASSUME ALL RISK AS TO THE RESULTS AND PERFORMANCE OF YOUR USE OF THE SERVICES. CITYBASE DOES NOT WARRANT THAT THE SERVICE IS COMPLETELY SECURE OR IS FREE FROM BUGS, INTERRUPTIONS, ERRORS, OR OTHER PROGRAM LIMITATIONS, OR THAT ALL ERRORS WILL BE CORRECTED. CITYBASE FURTHER DISCLAIMS ANY AND ALL WARRANTIES ARISING FROM THE COURSE OF DEALING OR USAGE OF TRADE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM CITYBASE OR ELSEWHERE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS. YOU UNDERSTAND AND AGREE THAT YOU USE THE SERVICES IS AT YOUR OWN DISCRETION AND RISK, AND THAT YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM OR MOBILE DEVICE USED IN CONNECTION WITH THE SERVICE), OR THE LOSS OF DATA THAT RESULTS FROM THE USE OF THE SERVICE OR THE DOWNLOAD OR USE OF ANY MATERIAL OR CONTENT FROM THE SERVICES.

Feedback

In connection with Your use of the Website and/or Services, You may choose to submit feedback, suggestions and/or other comments regarding the Website and/or the Services (collectively, “Feedback”). CityBase may, in its sole discretion, decide to incorporate some or all this Feedback into the Website and/or the Services without any payment or obligation to You. You grant CityBase a worldwide, perpetual, nonexclusive, sublicensable, royalty-free license to use, reproduce, distribute, transmit, disclose, display, modify and create derivative works of all such Feedback.

Entire Agreement

This constitutes the entire agreement between You and CityBase regarding use of the Website and the Services, superseding any prior agreement between You and CityBase. If any provision of these Terms are held to be invalid, unlawful, void or for any reason unenforceable, then that provision will be deemed severable from these Terms and will not affect the validity and enforceability of any remaining provisions. You may also be subject to additional terms or conditions that may apply when You use affiliate services, third party content or third party software. The failure of CityBase to exercise or enforce any right or provision of these Terms will not constitute a waiver of such a provision. These Terms and the relationship between You and CityBase will be governed by and construed in accordance with the laws of the State of California without regard to its conflict of law provisions.