YOU SHOULD CAREFULLY READ THE FOLLOWING TERMS AND CONDITIONS BEFORE YOU USE THE JOHNSTONE JACKSONVILLE / 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, Inc. DBA Billtrust, ("we", "us", "our") and you are entering into this Agreement for us to provide you with access to our online bill delivery, payment and management services ("Billtrust Services","Billtrust Service") on behalf of Johnstone Jacksonville ("Biller").

Fees. There is currently no fee from Billtrust or Johnstone Jacksonville to you for use of the Billtrust Services.

License. The Billtrust Services are valuable property and trade secrets. We are a bill presentment and bill payment service company, and not a trust company or a bank, and we are not FDIC insured. During the term of this Agreement, we grant you a non-exclusive, non-transferable, limited license to use the Billtrust Services at such time as they are generally available as permitted by these terms. You are granted no license to use or access our software or property other than for the purposes of using the Billtrust Services.

Privacy. We do not sell individual customer names or nonpublic personal information to third parties, and have no intention of doing so in the future. Our Official Privacy Policy is posted on the Billtrust web site. By using the Billtrust Service, you certify that you are the sole owner of your billing account information, or that you are authorized on behalf of all owners of the billing account information to authorize us to use the information for the purposes set out above. We will only disclose information about you to third parties if:

  1. it is necessary to complete a transaction;
  2. it is necessary to verify the existence and condition of your deposit account;
  3. it is necessary to comply with a governmental agency or court order;
  4. it is permitted by law;
  5. you give us your written permission; or
  6. you ask us to assist with posting of a payment at Johnstone Jacksonville.

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 Services.

Usage Limitations, Obligations and Availability. You agree that you will not provide access to the Billtrust Services to any party other than yourself and other joint owners of your Billtrust account, and you will take reasonable precautions to safeguard your account number and/or password and keep them confidential. You agree to use the Billtrust Services only for lawful purposes. You are responsible to provide at your own expense all necessary telephone lines, Internet connection and equipment needed to access the Billtrust Services. You must maintain the confidentiality of your assigned account number and/or password for the Billtrust Services and you are responsible for all charges incurred under your account number, unless otherwise provided under these terms. The availability of the Billtrust Service may be subject to interruption and delay due to causes beyond our reasonable control.

Changes to the Billtrust Service and this Agreement. We reserve the right to change the Billtrust Services and this Agreement, including fees, in our sole discretion and from time to time, without notice to you except as required by applicable law. If you do not agree to any amendments, you may stop using the Billtrust Services and terminate this Agreement as described below. Your use of the Billtrust Services after you are notified of any change will constitute your agreement to the change.

Method of Payment. If you choose to use this service for payments, we will make payments for you electronically either via credit card or via Automated Clearing House (ACH) based on your request. Each payment that will be paid in this manner will be identified to you at the time you request us to make a payment.

Business Day. A business day is defined as Monday through Friday excluding Federal Reserve holidays. All billing transactions initiated after the payment cutoff time will be considered as initiated on the next business day. Payment cutoff times are defined on the billing service web site.

Authority to Debit Account. You authorize us to debit any of your deposit accounts in order to fund 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 us to charge (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 us to charge the payment account for payments you initiate using the Billtrust Service and you will indemnify and hold us harmless from any claims by any other owner of the account. You also agree that we are not responsible for any overdraft or insufficient fund situation or charge (including, but not limited to, finance charges, late fees or similar charges) caused by your failure to maintain funds sufficient to pay all payments you initiate. You further agree that we may charge a service fee for any returned payment, including, but not limited to, returns resulting from insufficient funds in your account, your account is closed, or incorrect account or routing information was provided to us. Currently, the fee is $25.00 per returned payment. You agree that if there are insufficient funds in your account, we may (but we are not obligated to) advance the funds to make payment to the Biller. You agree to pay us promptly on our request for any amounts that we have provided to fund any payment you have requested. You agree to promptly notify us in writing of any changes to the financial institution account information and authorize us to debit such account. You may stop payment of any single scheduled payment online by contacting Johnstone Jacksonville at or by notifying the bank or other financial institution where your payment account is located orally or in writing at least three business days before the scheduled date of the payment. 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 our ACH charge to your payment account is rejected or returned to us 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 14 days of an oral notice. An oral notice may cease to be effective after 14 days.

Billing Statements. You have the option of receiving your Johnstone Jacksonville billing statements and/or invoices via US Mail and/or email. Please see the "Options" tab to choose your delivery method.

Billing Notification We will send you an email notification when a new E-Bill is available to be viewed. It is your sole responsibility to schedule a payment via the Billtrust Services.

Procedures If Your Account Number and/or Password Has Been Lost, Stolen, or Compromised or There Has Been Unauthorized Use of Your Account. If you believe that your Account Number and/or Password has been lost or stolen, or that someone is using your Account Number and/or Password without your permission, notify us IMMEDIATELY in order to keep your possible losses down. You are responsible for all payments authorized by use of your Account Number and/or Password.

Following is our direct contact information:

Telephone Number: (609) 235-1010
E-mail Address: customerservice@billtrust.com
Mailing Address:
Attention: Customer Service
100 American Metro Boulevard, Suite 150
Hamilton, NJ 08619

If your bank account statement shows payments through the Billtrust Services that you did not authorize, notify us IMMEDIATELY. If you do not notify us within sixty (60) days after the statement was mailed to you, you may not be refunded for the electronic funds transfers from your account after the close of this sixty (60) day period and before you notify us. Exceptions are made at our sole discretion.

An "unauthorized electronic funds transfer" is an electronic funds transfer conducted by a person who does not have actual, implied, or apparent authority to use your account, and which does not benefit you. If you give your Account Number and/or Password to another person, all electronic funds transfers by that person are authorized unless and until you notify us that payments by that person are no longer authorized.

In Case of Errors or Questions about a Payment. ALL QUESTIONS ABOUT PAYMENTS MADE THROUGH THE BILLTRUST SERVICES OR WITH YOUR ACCOUNT NUMBER AND/OR PASSWORD MUST BE DIRECTED TO US, FACTOR SYSTEMS, INC., AND NOT TO THE BANK OR OTHER FINANCIAL INSTITUTION WHERE YOU HAVE YOUR PAYMENT ACCOUNT. We are responsible for the Billtrust Services and for resolving any errors in payments made through the Billtrust Services or with your Account Number and/or Password.

Your payment transactions will appear on the statement issued by the bank or other financial institution where you have your payment account. SAVE COPIES OF YOUR PAYMENT INSTRUCTIONS AND CHECK THEM AGAINST THE ACCOUNT STATEMENT YOU RECEIVE FROM YOUR BANK OR OTHER FINANCIAL INSTITUTION. If you have questions about any of these transactions, contact us immediately at:

Telephone Number: (609) 235-1010
E-mail Address: customerservice@billtrust.com
Mailing Address:
Attention: Customer Service
100 American Metro Boulevard, Suite 150
Hamilton, NJ 08619

Procedures for Investigating and Resolving Errors Involving Electronic Funds Transfers

We must hear from you no later than sixty (60) days after you received the FIRST statement reflecting a problem or error involving an electronic funds transfer. Exceptions are made at our sole discretion.

When contacting us, you must:

  1. Provide your name, account number, email address, and optionally your password for the Billtrust Service.
  2. Describe the payment and/or transfer you are unsure about (Biller name, account information, transaction date, transaction amount) and provide a clear explanation of why you believe there may be an error.
  3. Provide the dollar amount of the suspected error. If you tell us orally, or by electronic mail, we may require you to send your complaint in writing within ten (10) business days. We will respond with the result of our investigation within ten (10) business days after we receive your complaint and will correct any error error caused by our service promptly. In some cases, additional time is needed. In this instance, you will be notified of the extension and resolution will be forthcoming within forty-five (45) business days. If we ask you to put your question or complaint in writing and we do not receive it within ten (10) business days, we may not re-credit your account.

If we decide that there was no error, we will mail or transmit to you a written explanation within three (3) business days after we have completed our investigation. Within ten (10) business days of the date of such explanation, we will debit your account for the amount previously re-credited to you. Copies of documents used in our investigation will be provided on request.

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 within the Billtrust Services. Special technical specifications, including minimum browser requirements that are necessary to use the Billtrust Site and to receive communications electronically are disclosed in the FAQ section of the Billtrust 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.

Our Right to Refuse to Make Payments. We may refuse to make any payment that we believe to be prohibited by law. If you fail to maintain a balance in the payment account that is sufficient to fund any payment that you initiate, we may refuse to make any subsequent payment for as long as we determine to be necessary or appropriate. We also reserve the right and will promptly notify you of our decision to refuse to make any other Payment.

Changes to Your Information. Changes to your credit card number, credit card expiration date, checking account number and/or bank routing number must be made via the Billtrust Services. All other account information should be changed by contacting Johnstone Jacksonville at .

Term and Termination. You may terminate this Agreement at any time by calling Johnstone Jacksonville at . We may terminate this Agreement at any time upon notice to you, which may be delivered via email to your email address reflected in our records. In addition, 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 us from you.

Disclaimer of Warranty. YOU EXPRESSLY AGREE THAT USE OF THE BILLTRUST SERVICE AND THE DATA IS AT YOUR SOLE RISK, AND THE BILLTRUST SERVICES, THE BILLTRUST SITE, AND THE DATA ARE PROVIDED "AS IS" WITH NO WARRANTIES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF AVAILABILITY, RELIABILITY, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

Limitation of Liability. IN NO EVENT WILL WE BE RESPONSIBLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING LOST PROFITS (EVEN IF ADVISED OF THE POSSIBILITY THEREOF) ARISING IN ANY WAY OUT OF THE BILLTRUST SERVICE. OUR TOTAL, AGGREGATE LIABILITY TO YOU IS LIMITED TO THE AGGREGATE AMOUNT OF FEES YOU HAVE PAID FOR THE BILLTRUST SERVICE DURING THE THREE (3) MONTHS PRECEDING THE EVENT GIVING RISE TO YOUR CLAIM.

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. This date should be at least three business days prior to the payment due date to ensure appropriate time for the Biller to receive and post the payment to your account. 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.

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 and you know or we have told you about the problem before you send the payment.
  7. You have provided us with incorrect information about the Biller.
  8. The Biller 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.

We may set a maximum dollar amount for payment and/or refuse to permit any bill payment if we reasonably believe such refusal is necessary or advisable for security reasons.

If we duplicate a payment or process a payment for the wrong amount, we will use our reasonable best efforts to recover your funds from the Biller. However, if an overpayment causes a credit to your account with a Biller, we may notify you of that fact and you will be responsible to make appropriate arrangements with the Biller to receive a refund of the credit or have it applied against other balances. You will remain responsible to reimburse us for any funds we have paid on your behalf.

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 laws 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.

Joint Owners. You may establish your account to use the Billtrust Service with another party. An account having more than one owner is called a joint account. Each joint owner is bound by all the terms and conditions of this Agreement, and all references to "you" and "your" in the Agreement shall include all joint owners. Each joint owner agrees to be jointly and individually responsible for all charges and other obligations of any and all joint owners under this Agreement. Unless we are otherwise notified, in writing, by all owners of an account, each joint owner has full and independent authority to use the Billtrust Service, the Billtrust Site, and the Data as if they were the sole owner, and without the consent of or notice to any other joint owner. Such powers include, without limitation, the authority to: (a) view all billing data and pay bills or other obligations of any joint owner; (b) order the payment or transfer of funds from the payment account, whether or not such joint owner is an owner of the payment account; (c) receive notices, confirmations, statements, demands and other communications concerning the Billtrust Service for and on behalf of all owners; (d) terminate, modify or waive any provision of this Agreement to the extent permitted herein; (e) close the account at any time. Unless we are notified in writing by all owners of an account, we may: (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) 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); (c) 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 (d) 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.

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