YOU SHOULD CAREFULLY READ THE FOLLOWING TERMS AND CONDITIONS BEFORE YOU USE THE BILLTRUST BILLING SERVICE. YOU MAY NOT ACCESS OR USE THIS SYSTEM WITHOUT AGREEING TO THESE TERMS. WHEN YOU ENROLL OR SIGN IN TO THE SYSTEM, YOU ARE AGREEING TO ACCEPT ALL OF THESE TERMS.


SUBSCRIBER AGREEMENT

Factor Systems, LLC d/b/a Billtrust, (“Billtrust”, "we", "us", "our") and you are entering into this Subscriber Agreement (the “Agreement”) for us to provide you with access to our online bill delivery, payment and management services (the "Billtrust Service(s)").

Fees. There is no fee from Billtrust to you for use of the Billtrust Service as we are paid by the Company Biller (the “Biller”) whose goods or services you are purchasing using the Billtrust Service.

Fees. There is no fee from Billtrust to you for use of the Billtrust Service as we are paid by the Company Biller (the “Biller”) whose goods or services you are purchasing using the Billtrust Service.

Indemnity. You agree to defend, indemnify and hold us harmless from and against any third party claims, including any damages, costs, expenses and attorneys' fees arising out of your use of the Billtrust Service.

Privacy. In order to set up electronic payment, automatic payment or online billing, you will be required to provide us with certain personally identifying information including your name, address and telephone number, as well as certain non-public personally identifying information such as your zip code and your deposit account or credit card information. Such information will be stored, handled, and used by us in accordance with our Privacy Policy and our Privacy Shield Policy at https://www.billtrust.com/privacy-policy/.

Cancellation. Your access to the Billtrust Service remains in effect until it is terminated by you, the Biller or us. You may terminate your access to the Billtrust Service at any time by notifying the Biller of your intent to terminate in writing, through the online account portal or by calling the Biller’s Customer Service Department. This cancellation applies to your online services only and does not terminate your account with the Biller.

Procedures for Lost, Stolen, or Compromised Authentication Credentials or Unauthorized Account Access. If you believe that your Authentication Credentials may have been lost or stolen, or that someone may be using your Authentication Credentials without your permission please contact Biller’s Customer Service Department immediately.

Billing Errors or Questions. Please notify the Biller immediately if you suspect that there is error or you have a question about your bill. If you think your bill is inaccurate, or if you need more information about a transaction on your bill, please contact the Biller as soon as possible.

Authority to Debit Account. You authorize the Biller, or Biller’s processor or financial institution, as applicable, to debit your designated settlement account in order to fund your payments that you initiate using the Billtrust Service. Such charge may take the form of a credit card payment, an ACH debit entry or other electronic transfer. You will designate a settlement account for the Biller to charge the payment (the "Payment Account") and you agree to maintain a balance or credit limit in that account that is sufficient to fund all payments you initiate. You represent and warrant that you have the right to authorize the Biller, or Biller’s processor or financial institution as applicable, to charge the Payment Account for payments you authorize and you will indemnify and hold us harmless from any claims related to the processing of your payment or debit of your account. You also agree that we are not responsible for any overdraft or insufficient fund fees or charges (including, but not limited to, finance charges, late fees or similar charges) caused by your failure to maintain funds sufficient to make all payments you authorize. You may stop payment of any single scheduled payment by cancelling the transaction using the Billtrust Service or contacting the Biller or by notifying the Biller, Biller’s processor, or financial institution where your Payment Account is located orally or in writing at least three (3) Business Days before the scheduled date of the payment. A “Business Day”, as defined herein, shall mean Monday through Friday excluding Federal Reserve holidays. We will continue to charge your Payment Account for that payment and for other automatic payments until the date you cancel the automatic payments through the Billtrust Service. In addition, if the ACH charge to your Payment Account is rejected or returned because you have instructed your bank or financial institution to stop the automatic payment, the Biller may charge you a fee for this returned transaction. Your bank or financial institution may require you to give written confirmation of the stop payment within fourteen (14) days of an oral notice. An oral notice may cease to be effective after fourteen (14) days.

Online Billing. By using the Billtrust Service, you will be able to access your billing, account, and payment information, as well as download and print your statements and invoices. By creating and/or maintaining an online account, you understand and consent to receive notification and access all invoices for payment in electronic form and that you will not receive paper copies of invoices for payment via regular mail. We will send you an email notification when a new online bill is available to be viewed. It is your sole responsibility to view your online bills and make a payment for every bill in accordance with the terms of your account.

Payments. You must select the processing date for any payment, or specify a payment rule in the system that automatically selects this date for you, for each bill received. We are not responsible for any costs, expenses or other damages you incur if your payment is not received by the Biller on or before the payment due date. You understand and agree that Billtrust’s Services are limited to the transmission of data and information and that Billtrust does not deposit, debit, hold, settle, or transfer, any of your funds at any time and accordingly is not responsible or liable for any loss or claim in connection with such funds or funds settlement whether resulting from non-payment, overpayment, or duplicate payment.

We are not responsible for any failure to complete or delay in completing payment due to any of the following:

  1. Your Payment Account does not contain sufficient funds to complete the payment or the charge is rejected or returned by your bank or financial institution.
  2. Your Payment Account is closed.
  3. You are identified as a credit risk.
  4. The Biller rejects or returns the payment for any reason.
  5. Your equipment, software or any communications link is not working properly.
  6. The Billtrust Service is down.
  7. You have provided us with incorrect information.
  8. The Biller, or Biller’s processor or a financial institution mishandles or delays handling or posting any payment.
  9. Circumstances beyond our control (for example, fire, flood, interference from an outside source, postal delays) prevent or delay the transfer or payment from being completed.

The Biller may set a maximum dollar amount for payment and/or refuse to permit any bill payment if it is reasonably believed that such refusal is necessary or advisable for security reasons.

Disclaimer of Warranties; Limitation of Liability; Hold Harmless.

THE BILLTRUST SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF TITLE OR NON-INFRINGEMENT, WARRANTIES OF AVAILABILITY OR RELIABILITY OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OTHER THAN THOSE WARRANTIES THAT ARE IMPLIED BY, AND INCAPABLE OF EXCLUSION, RESTRICTION OR MODIFICATION UNDER THE LAWS APPLICABLE TO THESE TERMS AND CONDITIONS. WE MAKE NO WARRANTY THAT THE BILLTRUST SERVICES WILL OPERATE AS INTENDED. WITHOUT LIMITING THE FOREGOING, WE MAKE NO WARRANTIES AS TO THE SECURITY OF YOUR COMMUNICATIONS VIA THE BILLTRUST SERVICES OR THAT THIRD PARTIES WILL NOT GAIN UNAUTHORIZED ACCESS TO OR MONITOR YOUR COMPUTER(S) OR ONLINE COMMUNICATIONS. YOU AGREE THAT WE WILL NOT BE LIABLE FOR ANY SUCH UNAUTHORIZED ACCESS.

IN NO EVENT (INCLUDING NEGLIGENCE) WILL WE BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OR INABILITY TO USE THE BILLTRUSTSERVICES OR FOR ANY ACTION TAKEN BY US TO PROTECT THE BILLTRUST SERVICES OR THE BREACH BY BILLTRUST OF ANY WARRANTY. OUR TOTAL AGGREGATE LIABILITY TO YOU IS LIMITED TO THE FEES PAID TO US BY THE BILLER FOR THE SPECIFIC PAYMENT TRANSACTION GIVING RISE TO YOUR CLAIM.

Some states prohibit limitation of implied warranty rights and remedies. Check your own state law for additional rights.

You acknowledge that communications or transactions conducted online are not absolutely secure. You further acknowledge that there may be system failures that may limit your ability to use the Billtrust Service available through Billtrust. You agree to assume all risk and liability arising from your use of the Billtrust Service, including the risk of breach in the security of the communications or transactions you conduct with the Billtrust Service. Your use of the Billtrust Service, will mean that you agree not to make a claim against Billtrust relating to such online services and that you will hold us harmless from any claim, liability or damage resulting from online service in connection with your account.

Changes to the Company Online Site; Termination of Services. We may at any time and without notice make changes to the Billtrust Service. You should read these Terms and Conditions each time before you make a payment to be certain you still agree with the provisions. Your use of the Billtrust Service, including billing and payment, after any changes to these Terms and Conditions will constitute your agreement to such change(s). We may discontinue any of the services without notice, or require re-enrollment if terms or conditions are modified. We may terminate online service for your account if we receive conflicting instructions, if you are in default of these Terms and Conditions or the terms and conditions governing online billing and online payments, if your account is in default or otherwise not in good standing, or if we determine that an online service is being used improperly.

E-Sign Consent. By selecting the "Submit" button, you are signing this Agreement electronically (an “electronic signature”). You agree your electronic signature is the legal equivalent of your manual signature on this Agreement. By selecting "Submit" or otherwise providing your electronic signature to this Agreement, you consent to be legally bound by this Agreement's terms and conditions. The term “electronic signature” means any electronic sound, symbol, or process attached to or logically associated with a record and executed and adopted by a party with the intent to sign such record, including facsimile or email electronic signatures. You also agree that no certification authority or other third party verification is necessary to validate your electronic signature and that the lack of such certification or third party verification will not in any way affect the enforceability of your electronic signature or any resulting contract between you and Billtrust. You also represent that you are authorized to enter into this Agreement for all persons who own or are authorized to access any of your accounts and that such persons will be bound by the terms of this Agreement.

To obtain electronic services and communications, indicate your consent to the terms and conditions of this Agreement by clicking on the "Submit" button.

It is recommended that you print a copy of this Agreement for future reference.

Other Provisions. Neither this Agreement nor any portion hereof shall be assigned, sublicensed or otherwise transferred by you without our prior written consent. If any provision of this Agreement is unenforceable, the validity and enforceability of the other provisions shall not be affected. Failure of any party to enforce any provision of this Agreement shall not 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 law provisions. You hereby consent 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.

Entire Agreement. These terms and any terms or rules disclosed in the Billtrust Site regarding use of the Billtrust Services are the entire understanding and agreement between you and us with respect to the Billtrust Service and supersede any other oral or written agreements with Billtrust.

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