Peachtree Online Bill Pay Subscriber Agreement

IMPORTANT — PLEASE READ CAREFULLY THE FOLLOWING TERMS AND CONDITIONS:

This Sage Software, Inc. Subscriber Agreement for Peachtree Bill Payment Service¹ (the "Agreement") is a legal agreement between You or the company that You are authorized to represent ("You") and Sage Software, Inc. ("Sage"). This Agreement governs Your use of Peachtree Bill Payment online bill payment services (the "Service"), Sage's Peachtree Bill Payment Web site (the "Peachtree Bill Payment Site"), and Sage's data (the "Data"), (collectively "The Service"). You acknowledge and accept the terms and conditions of this Agreement by using the Service.
IF YOU DO NOT AGREE WITH THESE TERMS, YOU SHOULD IMMEDIATELY STOP USING THE SERVICE.

License. During the term of this Agreement, we grant You a non-exclusive, non-transferable, limited license to use the Service at such time as it is generally available solely as permitted by these terms. This Agreement does not grant You access to Sage's software, data, or property other than for the purposes of using the Service. Sage is a software and service company, and not a trust company or a bank, and is not FDIC insured.

Eligible Providers. You understand and agree that the actual performance of the Services may be made by Sage, one or more Affiliates of Sage, or subcontractors of any of the foregoing Entities (collectively, the "Eligible Providers"). For purposes of this Agreement, performance of the Services by any Eligible Provider shall be deemed performance by Sage itself. Sage shall remain fully responsible for the performance or non-performance of the Services by any Eligible Provider, to the same extent as if Sage itself performed or failed to perform such services. You agree to look solely to Sage, and not to any Eligible Provider, for satisfaction of any claims You may have arising out of this Agreement or the performance or nonperformance of Services.

Authority to Debit Account. You authorize Sage to charge any of Your deposit accounts in order to fund payments that You initiate using the Service ("Payment Instructions"). Such charge may take the form of a demand draft drawn against Your account, an Automated Clearing House (ACH) debit entry or other electronic transfer. You will designate a settlement account for Sage to charge (the "funding account") and You agree to maintain a balance in that account that is sufficient to fund all payments You initiate. You represent and warrant that You have the right to authorize Sage to charge the funding account according to Your Payment Instructions and You will indemnify and hold Sage harmless from any claims by any other owner of the account. Your subscription to the Service may be declined or terminated if Sage is unable to verify Your identity. You also agree that Sage is not responsible for any overdraft or insufficient fund 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, the fact that Your account is closed, or because You provided incorrect account or routing information to Sage. Currently, You are charged $25.00 per returned payment. You agree that if there are insufficient funds in Your account, Sage may (but is not obligated to) advance the funds to make payment to the payee. You agree to pay Sage promptly on request for any amounts that Sage has provided to fund any payment You have requested. You agree to promptly notify Sage in writing of any changes to the financial institution account information and authorize Sage to debit such account. You may stop payment of any single scheduled payment by notifying Peachtree Bill Payment at 1-800-297-6448 or by notifying the bank or other financial institution where Your funding account is located orally or in writing at least three (3) Business Days before the scheduled date of the payment. In addition, if Sage's ACH charge to Your funding account is rejected or returned to Sage because You have instructed Your bank or financial institution to stop the recurring payment, Sage will charge You a $25 NSF Fee. 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. "Business Day" means every Monday through Friday, excluding Federal Reserve holidays.

Payment Service. When the Service receives a Payment Instruction, You authorize the Service to debit your deposit account on the selected payment date and remit funds to Your selected payee on Your behalf. While it is anticipated that most transactions will arrive approximately on your selected payment date, it is understood that due to circumstances beyond the control of the Service, particularly delays in handling and posting payments by slow responding payees or financial institutions, some transactions may take a day or even a few days longer to reflected in your deposit account.

For this reason, it is necessary that selected payment dates be no less than five (5) Business Days before the actual due date, not the late date and/or a date in the grace period. For example, the payment should be transmitted into the Service by no later than 12 a.m. (midnight) Eastern Time on Monday to be processed on Tuesday for an expected arrival date of Friday. Payment Instructions entered after 12 a.m. (midnight) Eastern Time or on non-Business Days will be considered entered in the Service on the next Buisiness Day. If You properly follow the procedures herein and the Service fails to send a payment according to the Payment Instructions received, the Service will bear responsibility for late charges (not to exceed $50). In any other event, the risk of incurring and the responsibility for paying any and all late charges or penalties shall be borne by You.

Sage 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.

The Service will use its best efforts to make all Your payments properly. However, the Service shall incur no liability if it is unable to complete any payments initiated by You through the Service because of the existence of any one or more of the following circumstances:

1. Your funding 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 funding account is closed.
3. Sage identifies You as a credit risk and choose to complete all Your payments by paper means, or to terminate Your use of the Services.
4. The payee rejects or returns the payment for any reason.
5. Your equipment, software or any communications link is not working properly.
6. The Service is down and You are aware, should be aware, or we have told You about the problem before You send the payment.
7. You have provided Sage with incorrect information about the payee You wish to pay.
8. The payee mishandles or delays handling or posting any payment we send.
9. Circumstances beyond Sage's control (for example, fire, flood, interference from an outside source, postal delays) prevent or delay the transfer or payment from being completed.

In the Event A Service Transaction is Returned. In using the Service, you are requesting the system to make payments for you from your deposit account. If the Service is unable to complete the transaction for any reason associated with your deposit account (for example, there are not sufficient funds to cover the transaction), the transaction may not be completed. In some instances you will receive a return notice from the Service. In such case, you agree that:

1. You will reimburse Sage immediately upon demand the transaction amount that has been returned to the Service;
2. For any amount not reimbursed to the Service within fifteen (15) days of the initial notification, a late charge equal to 1.5% monthly interest or the legal maximum, whichever rate is lower, for any unpaid amounts may be imposed;
3. You will reimburse Sage for any fees it incurs in attempting to collect the amount of the return from You; and
4. Sage is authorized to report the facts concerning the return to a credit reporting agency.

Usage Limitations, Obligations and Availability. You agree that You will not provide access to the Service to any party other than Yourself and other joint owners of Your Peachtree Bill Payment account, and You will take reasonable precautions to safeguard Your password ("User ID") and keep it confidential. You agree to use the Service and the Data 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 Service. You must maintain the confidentiality of Your assigned user name and password for the Service and You are responsible for all charges incurred under Your user name and User ID, unless otherwise provided under these terms. The availability of the Service, the Peachtree Bill Payment Site and the Data may be subject to interruption and delay due to causes beyond Sage's reasonable control.

Changes to the Service and this Agreement. Sage reserves the right to change the Service and this Agreement, including fees, in Sage's 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 Service and terminate this Agreement as described below. Your use of the Service after You are notified of any change will constitute Your agreement to the change.

Method of Payment. Sage will make payments for You either electronically, or using a paper draft drawn on Your account. All payments to certain payees will be solely by check, draft, or similar paper instrument drawn on Your account. As used in this Agreement, these payments are referred to as "paper payments." The term "electronic funds transfers" means all payments Sage processes for You except paper payments.

Payment Addresses. Sage reserves the right to change the address used for paper payments, without notification, in the following situations:

1. The information returned by Sage's address cleansing process determines the format of the address does not comply with the USPS standards.
2. Sage has determined that the address provided is not a valid address for the biller.
3. The biller has closed the address, and provided Sage (via the USPS) with the new address.
4. Sage has established a relationship with the biller to send payments to a different address than the one provided on the statement.
5. In all cases, Sage attempts to act in a way to expedite the proper posting of Your payment.

Disputes. In the event that:

1. You believe that Your User ID has been lost or stolen, or that someone is using Your User ID without Your permission;
2. Your bank account statement shows payments through the Service that You did not authorize; or
3. You believe the Service has made an error in processing your Payment Instructions, for example, by paying on the wrong date, to the wrong payee, omitting a requested payment or in the wrong amount;

You must notify Sage immediately by using the following contact information:

Telephone Number: 1-800-297-6448

You must notify Sage of your concern no later than sixty (60) days after you received the first bank statement on which the problem or error appeared. You must provide Sage your name, a description of the nature of Your dispute, and the dollar amount of the disputed transactions. If you provide this information verbally, we may request a written confirmation of the dispute within ten (10) days of the verbal notification.

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

Privacy. Sage does not sell individual customer names or business information to third parties. Sage's Privacy Policy is posted on the Peachtree Web site. By using the 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 Sage to use the information to provide the Services subject to Sage's Privacy Policy. Sage may 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 Sage Your written permission; or
6. You ask Sage to assist with posting of a payment at a payee.

Fees. Fees payable by You for use of the Service will be calculated and deducted automatically either by Electronic Funds Transfer or by the drafting of a check from Your account on a monthly basis (the "Service Fees". The monthly subscription fees for Service are set forth on the Peachtree Bill Payment Site. Sage may charge an additional fee if You request the original document for any item that has been scanned. All fees are subject to change from time to time upon 30 days notice to You. Fees are due and payable upon receipt. In the event of a change in service level or price plan, Your monthly fee will change immediately and all transactions for the month in which the change occurs will be recalculated under the new plan. No partial month credits will be issued. You will be charged the Service Fees whether or not You use the Service during that billing cycle. You are responsible for any fees Your bank or financial institution, telephone company and/or Internet provider might charge for Your access to and use of the Service.

Consent to Electronic Communications. The Service is an electronic, Internet based-service. Therefore, You understand and agree that this Agreement will be entered into electronically, and that the following categories of information ("Communications") may be provided by electronic means:

1. This Agreement and any amendments, modifications or supplements to it.
2. Your records of any payment and other transactions through the Service, including without limitation payment histories and confirmations of individual transactions.
3. Any disclosures or notices provided in connection with the Service, including without limitation those required by federal or state law (including without limitation initial disclosures, periodic statements, periodic and annual error resolution notices, initial and annual privacy notices, opt-out notices, and change-in-terms notices.
4. Any customer service communications, including without limitation communications with respect to claims of error or unauthorized use of the Service
5. Any other communication related to the Service.

Although Sage reserves the right to provide Communications in paper format at any time, You agree that Sage is under no obligation to do so. All Communications in either electronic or paper format will be considered to be "in writing." You should print a paper copy of this Agreement and any electronic Communication that is important to You and retain the copy for Your records. If You do not wish to receive this Agreement or the Communications electronically, You may not use the Service.

You agree to promptly update Your account records with Sage if Your e-mail address or other information changes. You may update Your account records, such as Your e-mail address, as described in the Changes to Your Information section of this Agreement.

Communications may be posted on the Peachtree Bill Payment Site or other Web site disclosed to You and/or delivered to the e-mail address You provide. All electronic Communications will be deemed to have been received by You no later than five (5) Business Days after we send it to You by e-mail or post the Communication on the Peachtree Bill Payment Site, whether or not You have received the e-mail or retrieved the Communication. An electronic Communication by e-mail is considered to be sent at the time that it is directed by Sage's e-mail server to the appropriate e-mail address. An electronic Communication by posting to the Peachtree Bill Payment Site is considered to be sent at the time it is publicly available. You agree that these are reasonable procedures for sending and receiving electronic Communications.

In order to access and retain Communications, You must have:

1. An Internet browser that supports 128-bit encryption, such as Netscape Navigator version 4.7x or above or Internet Explorer version 5.0 or above.
2. An e-mail account with an Internet service provider and any software required to send and receive e-mails.
3. A personal computer, operating system and telecommunications connections to the Internet capable of supporting the foregoing.
4. Sufficient electronic storage capacity on Your computer's hard drive or other data storage unit.
5. A printer that is capable of printing from Your browser and e-mail software.

Sage's Right to Refuse to Make Payments. You agree not to use the Service to make payments to payees outside the United States (a "Prohibited Payment"). You further agree that the following payments ("Restricted Payments") are discouraged, but may be scheduled at Your own risk: (i) tax payments to the Internal Revenue Service or any state or other government agency, (ii) court-ordered payments, such as alimony or child support, or (iii) payments to insurance companies. Sage will not notify You if You attempt to make a Prohibited Payment or a Restricted Payment and will not be liable for refusal to make a Prohibited Payment or any errors or omissions related to Restricted Payments. Sage may refuse to make any payment that we believe to be prohibited by law. If You fail to maintain a balance in the funding account that is sufficient to fund any payment that You initiate, Sage may refuse to make any subsequent payment for as long as reasonably necessary or appropriate. Sage also reserves the right and will promptly notify You of Sage's decision to refuse to make any other Payment.

Changes to Your Information. You agree to promptly update all Your profile information, including, but not limited to, name, physical address, e-mail address and checking account information. Profile information may be updated by clicking on the Profile button in the Peachtree Bill Payment Site. Changes to Your checking account number or bank routing number must be submitted in writing on a payment authorization form available through the bill payment Web site. Sage is not responsible for any mail we forward to Your old mailing or e-mail address prior to Your update of the Profile information. Sage is also not responsible for any problems resulting from a change in accounts that are not updated by You in the Profile section of the Peachtree Bill Payment Site.

Term and Termination. You may terminate this Agreement at any time, provided, however, that we may require You to contact Client Services via telephone to arrange for account closing and to confirm Your identity. Sage may terminate this Agreement at any time upon notice to You, which may be delivered via e-mail to Your e-mail address reflected in Sage's 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 Sage from You, nor shall termination affect your liability or obligations under this Agreement.

Disclaimer of Warranty. YOU EXPRESSLY AGREE THAT USE OF THE SERVICE AND THE DATA IS AT YOUR OWN RISK, AND THE SERVICE IS 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 SERVICE. BEST'S TOTAL, AGGREGATE LIABILITY TO YOU IS LIMITED TO THE AGGREGATE AMOUNT OF FEES YOU HAVE PAID FOR THE SERVICE DURING THE THREE (3) MONTHS PRECEDING THE EVENT GIVING RISE TO YOUR CLAIM.

1. Your funding 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 funding account is closed.
3. Sage identifies You as a credit risk and choose to complete all Your payments by paper means, or to terminate Your use of the Services.
4. The payee rejects or returns the payment for any reason.
5. Your equipment, software or any communications link is not working properly.
6. The Service is down and You know or we have told You about the problem before You send the payment.
7. You have provided Sage with incorrect information about the payee You wish to pay.
8. The payee mishandles or delays handling or posting any payment we send.
9. Circumstances beyond Sage's control (for example, fire, flood, interference from an outside source, postal delays) prevent or delay the transfer or payment from being completed.

Other Provisions. Neither this Agreement nor any portion hereof shall be assigned, sublicensed or otherwise transferred by You without Sage's prior written consent. The Service may assign this Agreement to any future, directly or indirectly, affiliated company. The Service may also assign or delegate certain of its rights and responsibilities under this Agreement to independent contractors or other third parties. 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 Georgia without regard to conflicts of laws provisions. You hereby consent to the jurisdiction of the state courts of Georgia 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. The captions of Sections herein are for convenience only and shall not control or affect the meaning or construction of any of the provisions of this Agreement.

Entire Agreement. You agree that this Agreement is the complete and exclusive statement of the agreement between You and Sage related to the Service, which supersedes any proposal or prior agreement, oral or written, and any other communications between You and Sage relating to the subject matter of this Agreement. If there is a conflict between what an employee of Sage says and the terms of this Agreement, the terms of this Agreement will prevail.

Joint Owners. You may establish Your account to use the 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 Sage is otherwise notified, in writing, by all owners of an account, each joint owner has full and independent authority to use the Service, the Peachtree Bill Payment 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 funding account, whether or not such joint owner is an owner of the funding account; (c) receive notices, confirmations, statements, demands and other communications concerning the 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 Sage is 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.