Paytrust Subscriber Agreement

PAYTRU$T, INC. ("Company") and you ("Subscriber") are entering into this Agreement for the Company to provide Subscriber with access to the Company's Paytrust© online bill delivery, payment and management services ("Paytrust") and the data available therein (the "Data") in consideration of the payment of the fees set forth below and subject to the terms of this Agreement.

LICENSE. Paytrust is the copyrighted property of the Company. The Company is a bill presentment and bill payment service company, and is not a trust company or a bank. During the term of this Agreement, the Company grants Subscriber a non-exclusive, non-transferable, limited license to use Paytrust at such time as it is generally available and to obtain and use the Data contained therein solely in accordance with the terms of this Agreement.

PRIVACY. The Company does not sell individual customer names or nonpublic personal information to third parties, and has no intention of doing so in the future. The Company's Official Privacy Policy is posted on the Paytrust web site.

INDEMNITY. The Company agrees to defend, indemnify and hold harmless Subscriber from and against any third party claims, including any damages, costs, expenses and attorneys' fees arising out of the Company's negligence or fraud. The Company agrees to maintain at all times a bond sufficient to secure payment of such damages to Subscriber. Subscriber agrees to defend, indemnify and hold harmless the Company from and against any third party claims, including any damages, costs, expenses and attorneys' fees arising out of Subscriber's use of Paytrust or the Data.

USAGE LIMITATIONS, OBLIGATIONS AND AVAILABILITY. Subscriber shall not provide access to Paytrust to any other party and will take reasonable precautions to safeguard his/her/its assigned user name and password("Access ID") and keep it confidential. Subscriber agrees to use Paytrust and the Data only for a proper reason. Subscriber shall provide at its own expense all necessary telephone lines, Internet connection and equipment needed to access Paytrust. Subscriber shall maintain the confidentiality of his/her/its assigned user name and password for Paytrust and be responsible for all charges incurred under the user name. The availability of Paytrust and the Data may be subject to interruption and delay due to causes beyond the Company's reasonable control. Subscriber shall not alter or remove any copyright or other proprietary notices or any disclaimers included with Paytrust or the Data.

CHANGES TO THE PAYTRUST SERVICE AND THIS AGREEMENT. The Company reserves the right to change the Paytrust service and this Agreement, including fees, in its sole discretion and from time to time. Any such changes will generally be effective immediately without notice to the Subscriber unless required by applicable law. In such instances, those amendments will be effective immediately after we have provided you with the required advance written notice following the effective date stated in such notice. If you do not agree to the amendments, you may terminate this Agreement in the manner provided herein.

AUTHORITY TO DEBIT ACCOUNT. Subscriber agrees to provide the Company with his/her/its financial institution account information and hereby authorizes the Company to debit such account in order to pay Subscriber's bills. Such debit may take the form of a demand draft written against Subscriber's account, Automated Clearing House (ACH) entry or other electronic transfer, at the Company's discretion. Subscriber agrees to maintain balances sufficient to pay all bills, and agrees that the Company is not liable for any overdraft or insufficient fund situation or charge (including, but not limited to, finance charges, late fees or similar charges) caused by his/her/its failure to maintain funds sufficient to pay all payments issued through the Company. Subscriber further agrees that the Company may charge a service fee for any ACH transactions that result in a returned ACH, including, but not limited to, returns resulting from insufficient funds in Subscriber's account, closure of Subscriber's account or incorrect account or routing information provided by Subscriber. Currently, Subscribers are charged $15.00 per returned ACH. Subscriber agrees that if there are insufficient funds in his/her/its account, the Company may (but is not obligated to) dvance the funds to make payment to the payee and that Subscriber will pay the Company promptly for the amount due. Subscriber agrees to promptly notify the Company in writing of any changes to the financial institution account information and hereby grants authority for the Company to debit such account.

ELECTRONIC BILLS. To the extent available online, the Company will deliver to Subscriber bill content from a biller's web site rather than scanning the paper bill. Subscriber hereby authorizes the Company to periodically access third party biller Web sites designated by Subscriber, on Subscriber's behalf, to retrieve Subscriber's bill content and Subscriber hereby appoints the Company as his/her/its agent for this limited purpose. Subscriber hereby represents to the Company that Subscriber is a legal owner of the account[s] for which the bill content is provided and has the authority to designate the Company as Subscriber's agent and to give the Company Subscriber's passwords, usernames and all other information Subscriber provides. Subscriber hereby permits the Company to use and store on the Company's servers information submitted by Subscriber to the Company to accomplish the foregoing. Subscriber is responsible for all charges associated with third party accounts and Subscriber agrees to comply with the terms of those services. For all purposes hereof, Subscriber hereby grants to the Company a limited power of attorney, and Subscriber hereby appoint the Company as his/her/its true and lawful attorney-in-fact and agent, with full power of substitution and re-substitution, for Subscriber and in Subscriber's name, place and stead, in any and all capacities, to access third party sites, retrieve information, and use Subscriber's information, all as described above, with the full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection with such activities, as fully to all intents and purposes as Subscriber might or could do in person. SUBSCRIBER ACKNOWLEDGES AND AGREES THAT WHEN THE COMPANY IS ACCESSING AND RETRIEVING INFORMATION FROM THIRD PARTY SITES, THE COMPANY IS ACTING AS SUBSCRIBER'S AGENT, AND NOT THE AGENT OR ON BEHALF OF THE THIRD PARTY.

SUBSCRIBER’S BILL CONTENT. Subject to the Company's Official Privacy Policy, which is available on the Paytrust web site, Subscriber is licensing to the Company any bill content, which includes data and or personal information obtained from Subscriber's third party biller web sites, or data which Subscriber provides through or to the Company and the Paytrust service. The Company may use, modify, display, distribute and create new material using such bill content but only to provide the Paytrust service to Subscriber. By using the Paytrust service, Subscriber automatically agrees, that the owner of such bill content has expressly agreed that, without any particular time limit, and without the payment of any fees, the Company may use the bill content for the purposes set out above.

PERIODIC ACCOUNT STATEMENT. The Company will send you a monthly email notification of the arrival of your Paytrust bill prior to debiting your account. Your Paytrust bill will include a periodic account statement summarizing all of your account activity and transactions for the preceding month (the "Periodic Account Statement"). Subscriber agrees to promptly review each Periodic Account Statement and to notify the Company immediately if there are any suspected unauthorized payments or errors.

CONSUMER LIABILITY. TO THE EXTENT THAT A PAYMENT INITIATED THROUGH PAYTRUST IS AN "ELECTRONIC FUNDS TRANSFER" AS DEFINED IN REGULATION E("REG.E") OF THE ELECTRONIC FUNDS TRANSFER ACT, SUCH PAYMENTS SHALL BE SUBJECT TO THE CONSUMER BANKING REGULATORY PROTECTIONS DESCRIBED IN THE REG.E AND THE DISCLOSURES SET FORTH UNDER THIS HEADING SHALL APPLY. THE DISCLOSURES SET FORTH UNDER THE HEADING DO NOT APPLY TO PAYMENTS THAT ARE NOT ELECTRONIC FUNDS TRANSFERS.

      Tell us AT ONCE if you beleive your Access ID has been lost, stolen or used (or may be used) or that a payment has been or may be made without your permission. Telephoning is the best way of keeping your possible losses to a minimum. You could lose all of the money in your account (plus your maximum overdraft line of credit attached to your account). If you tell us within 4 business days, you can lose no more that $50 if someone used your Access ID without your permission. If you do tell us within 4 business days after you learn of the loss, theft or unauthorized use of your Access ID, and we can prove we could have stopped someone from using your Access ID without your permission if you had told us, you could lose as much as $500.

      Also, if your Periodic Account Statement shows a payment that you did not authorize, tell us at once. If you do not tell us within 90 calendar days after you are notified that your Periodic Account Statement is available to you, you may not get back any money you lost after 90 calendar days if we can prove that we could have stopped someone from taking the money if your told us in time.

      If a good reason (such as a long trip or a hospital stay) kept you from telling us, we will extend the time periods.

      The Following is the Company's contact information:

1.      Tell us your name and Account number(if any).

2.      Describe the error or payment you are unsure about, and explain as clearly as you can why you beleive it is in error or why you need more information.

3.      Tell us the dollar amount of the suspected error.

      If you tell us orally or by e-mail, we may require that you send us your complaint or question in writing within 10 business days following the date you notified us.

      We will tell you the result of our investigation within 10 business days following the date you notified us, and will correct any error promptly. If we need more time, however, we may take up to 45 calendar days to investigate your complaint or question following the date you notified us. If we decide to do this, we will provisionally recredit your Account within 10 business days following the date you notified us for the amount you think is in error, so that you will have the use of the money during the time it takes us to complete our investigation. We will also inform you, within 2 business days after having provisionally recredited your Account, of the amount and the date of such credit to your Account. If we ask you to put your complaint or question in writing and we do not receive it within 10 business days, we may not provisionally recredit you Account.

      If we decide that there was no error, we will (i) send you a written explanation within 3 business days after we finish our investigation and (ii) reverse any provisionally credited amount to your Account, if applicable, and notify your Institution that it must honor debits to your Account for 5 business days after such notification. If an overdraft results, we will promptly reimburse your financial institution in the amount of the overdraft. If we determine that an error occured, we will tranfer funds to or from your Account, in the appropriate amount within 1 business day of making our determination. You may, at no cost, examine and inspect all documents that we used in our investigation. You may also, for a reasonable fee to cover our related photocopying costs, ask for copies of the documents tha we used in our investigation. If you believe that the alleged error involves a payment to or from a third party, our investigation will be limited to a review of our records. If we decide that no error occured, you may want to contact the third party to further pursue the matter.

FEES. Fees payable by Subscriber for use of Paytrust will be calculated and deducted automatically either by Electronic Funds Transfer or by the drafting of a check from the Subscriber's default payment account on a monthly basis. The monthly subscription fee for Paytrust's Complete Bill Management service and Bill Pay Plus are set forth on the Web site. The Company may charge an additional service fee for scanning paper bills that are otherwise available electronically to the Subscriber. The Company may also charge a forwarding fee for any items that are received at one of the Company's operation centers on behalf of the Subscriber that the Company determines, in its sole discretion, should be forwarded and is not subject to being scanned. Forwarding fees will be charged at the United States Postal Service's first class postage rates for the shipment of such item. All fees are subject to change from time to time upon 30 days notice to Subscriber. Invoices for fees are due and payable upon receipt. Subscribers may elect to change service levels at any time. In the event of a change in service level, the Subscriber will be billed the full month's fee for whichever service level they are changing from for the month in which the change is made. The month following the change will be the first month billed at the new rate. No partial month credits will be issued.

ELECTRONIC DELIVERY. You agree to receive this Agreement and any and all disclosures and/or written notices required by the applicable law and regulation and all other communications electronically by e-mail or on the Paytrust web site. Special technical specifications, including minimum browser requirements, that are necessary to use the Paytrust service and to receive communications electronically are disclosed in the FAQ section of the Paytrust web site. You also agree that we may respond to you with an e-mail to any communication you send to us, regardless of whether your original communication to us was an e-mail.

TERM AND TERMINATION. This Agreement shall remain in force until terminated by either party upon at least thirty (30) days prior written notice of termination to the other party. Notwithstanding the foregoing, if either party breaches a material provision of this Agreement, then the other party will have the right to terminate this Agreement immediately by giving notice to the party in breach. The termination of this Agreement shall not affect any fees or charges already due to the Company from Subscriber.

DISCLAIMER OF WARRANTY. The Data is provided by Subscriber and/or third parties. The Company is solely a distributor, not a creator or publisher, of the Data. Any opinions, statements, services, offers, or other information expressed or made available in the Data, are those of the respective author(s) or distributor(s) and not of the Company. SUBSCRIBER EXPRESSLY AGREES THAT USE OF PAYTRUST AND THE DATA IS AT SUBSCRIBER'S SOLE RISK, AND PAYTRUST AND THE DATA ARE PROVIDED "AS IS" WITH NO WARRANTIES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF AVAILABILITY, RELIABILITY, USEFULNESS, COURSE OF PERFORMANCE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

LIMITATION OF LIABILITY. WITH THE EXCEPTION OF ACTUAL DAMAGES CAUSED BY ITS OWN NEGLIGENCE OR FRAUD, THE COMPANY SHALL NOT BE LIABLE FOR ANY LOSSES OR DAMAGES CAUSED BY SUBSCRIBER'S USE OF PAYTRUST OR THE DATA, INCLUDING, WITHOUT LIMITATION, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES UNDER ANY THEORY OF LIABILITY, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

OTHER PROVISIONS. Neither this Agreement nor any portion hereof shall be assigned, sublicensed or otherwise transferred by Subscriber without the Company's prior written consent. Should any provision of this Agreement be held to be unenforceable by a court of competent jurisdiction, the validity and enforceability of the other provisions shall not be affected thereby. Failure of any party to enforce any provision of this Agreement shall not constitute or be construed as a waiver of such provision or of the right to enforce such provision. This Agreement shall be governed by and construed under the laws of the State of New Jersey without regard to conflicts of laws provisions. Subscriber hereby consents to the jurisdiction of the state courts of New Jersey and the federal courts within the state with respect to any claim relating to this Agreement. The Disclaimer of Warranty, Indemnity and the Other Provisions sections of this Agreement shall survive the termination of this Agreement. The parties agree that communications relating to the Agreement sent via e-mail constitute a "writing" for all purposes, including the giving of notice, hereunder.

AGREEMENT ENTIRETY. The terms specified herein set forth the entire understanding and agreement between the Company and Subscriber and supersede any prior or contemporaneous oral or written agreements or representations, except that access to and use of certain Paytrust capabilities or Data may be governed by additional terms which will be presented to Subscriber at the time Subscriber requests such access. Subscriber will have the option not to access Paytrust capabilities or Data if he/she/it does not agree to the additional terms.

JOINT ACCOUNTS. An account having more than one present owner is called a joint account. Each joint account owner is bound by all the terms and conditions of this Agreement. Each joint account owner agrees that he/she/it is jointly and severally liable for all charges and other responsibilities which may arise under this Agreement. Unless the Company is otherwise notified, in writing, by all owners of an account, each joint owner has full and independent authority to exercise control over and to conduct transactions on this website, as fully as if he/she/it were a sole owner, and without the consent of or notice to any other joint owner. Such powers include, without limitation, the authority to: (a) transfer funds, including funds or instruments payable solely or jointly to another joint owner, or to pay bills or other obligations of one or the other joint owner; (b) order the payment or transfer of funds through any designated account; (c) pledge all or any part of the funds and securities in any account as security for debts to the Company whether individual, joint, or of a non-owner; (d) receive notices, confirmations, statements, demands and other communications concerning any account with the Company; (e) terminate, modify or waive any provision of this Agreement to the extent permitted herein; (f) enter into other agreements concerning any of the foregoing matters or otherwise relating to any joint account with the Company; and (g) close the online feature at any time. Unless the Company is notified in writing by all owners of an account, each joint owner hereby authorizes the Company to: (a) honor the orders and follow the instruction of any one joint owner, without liability to any other joint owner(s), and without any obligation to give notice to other joint owners, or to inquire whether such other owners consent; (b) deposit to the joint account, with or without endorsement, any instrument payable to one or more joint owner; (c) at the Company's discretion, but without any obligation to do so, honor any payment order from a joint account owner even though it may create an overdraft in any account (and all joint owners are jointly and severally liable for repayment of overdrafts created by any joint owner); (d) honor stop payment requests (including orders that no further payments be permitted from the account) from any joint owner, whether the original payment order was authorized by that owner or another joint owner; and (e) treat any notice required or permitted to be given concerning the account as being given to all joint owners when such notice is given to any one joint owner.

CLICK THE "ENROLL" BUTTON TO STATE YOUR ACCEPTANCE NOW AND YOU WILL BE PROVIDED ACCESS TO PAYTRUST AND DATA. IF YOU DO NOT WISH TO ACCEPT THESE TERMS, CLICK THE "CANCEL" BUTTON AND YOU WILL NOT BE PROVIDED ACCESS TO PAYTRUST AND DATA.