Terms and Conditions and Method of Process

PayAccel, a website and bill pay service of PayAccel, Inc., and you are entering into this Agreement for us to provide you with access to our PayAccel online bill delivery, payment and management services (the " PayAccel Services"), our PayAccel Web site (the " PayAccel Site"), and our data (the "Data") in consideration of the payment of the fees we charge and subject to the terms of this Agreement. In the terms and conditions that follow, the terms "you" and "your" will refer to each member (as defined immediately below) who has contracted with PayAccel for the services contemplated below, and the terms " PayAccel, Inc.," "we," "us" and "our" will refer to the PayAccel services. You will "signify" your acceptance of this Agreement by clicking "I Accept" and then submitting your completed online application.

Regulation E of the Electronic Funds Transfer Act applies to our services. The Regulation provides for certain protections for you, and requires we furnish certain disclosures regarding your rights and liabilities relating to transfers of funds that would be initiated after you sign up for PayAccel service. Those disclosures that must be furnished before your PayAccel service begins have been incorporated into this Agreement. With regard to these and subsequent disclosures,

(a) you confirm that:
(1) you can receive electronic mail addressed as indicated in your application for our service, and
(2) that your computer equipment is capable of printing electronic mail and attachments to such mail, and

(b) you agree that:
(1) the copy of this Agreement, including the incorporated Regulation E disclosures, that will be sent to you by electronic mail will be effective when we transmit it to you, and
(2) that any subsequent notices or disclosures will be similarly effective as of the date we send them to you unless we indicate in our communication a later effective date.

Your acceptance of the terms of this Agreement indicates not only that you agree to the foregoing and following provisions, but also that PayAccel can change these terms at any time, by giving you advance notice of the change (unless we conclude that, for security purposes, the change must be made effective before you are notified). These changes may include (1) modifications to or elimination of any of the then current terms of this Agreement, and (2) adding new terms to the Agreement.

Membership:

As a "member," you are an individual or business entity who is able to use the service and view and pay your bills online by using your Personal Password (see "Password and Security" below) to log in. You agree to not use our service in any manner that is illegal or infringing on the rights of others. You may not resell or make any commercial use of our system without our prior written consent. You acknowledge and agree that PayAccel owns the rights to its website and all content displayed on the sites.

Appointment of Agents:

If your PayAccel account is Personal, you may authorize in writing or via phone one other person to access your PayAccel account. Should you wish to terminate an agent's access to your account with us, you should contact us immediately to obtain a new Personal Password that is not known to your former agent. Until you do so, you will be responsible for all transactions initiated by that person prior to our receipt of your request for a new Personal Password.

Business Accounts:

If your account is for a business, you agree to clearly notify us that it is a business account and to abide by additional verification processes that we may use to activate your account. If you do not designate a business account as such, you will be liable to us for any additional fees or costs that we may incur (or that you should have paid us) as a result of your misrepresentation. We may treat any bill of more than 20 pages as a business bill, and charge you for the processing of the additional pages.

WebTV:

Not all of our services are available through WebTV. If you are signing-on through WebTV, you must contact our customer support team to receive specific instructions for the use of our services.

Password and Security:

Access to our service is controlled through the use of both a login ID and a code you designate as your Personal Password. You agree not to give or make your Personal Password available to any unauthorized individuals and agree to remain responsible for maintaining the confidentiality of your password and account. We also require you to use a secure Internet browser when accessing your account with us, as further detailed in our "Web Security Statement". We are not responsible for insecure data exchange if you attempt to use an insecure browser.

Procedures If Your Login ID or Password Has Been Lost, Stolen or Compromised or There Has Been Unauthorized Use of Your PayAccel Account.

Tell us AT ONCE if you believe your login ID or Personal Password has been lost, stolen or compromised, or that someone has used or may use your PayAccel account to transfer money from your Funding Account(s) (defined below) without your permission. Telephoning us is the best way of keeping your possible losses down. You could lose all the money in your Funding Account(s), plus your maximum overdraft line(s) of credit (if applicable). If your Funding Account is maintained primarily for your personal, family or household use (called a "Personal Funding Account") and you tell us within 4 business days after you learn of the loss, theft or compromise of your login ID or Personal Password, your loss will be no more than $50.00 if someone used your PayAccel account without your permission. If you do NOT tell us within 4 business days after you learn of the loss, theft or compromise of your login ID or Personal Password and we can prove that we could have stopped someone from using your PayAccel account without your permission if you had told us, you could lose as much as $500.00. If your Funding Account statement shows transfers that you did not make, tell us at once. If you do not tell us within 90 days after the statement was mailed to you, you may not get back any money you lost after the 90 days if we can prove that we could have stopped someone from taking the money if you had told us in time.

Privacy:

We will only use such information in accordance with our "Privacy Statement". Our Privacy Statement, as may be amended from time to time, is set forth in the Security section of our website.

Changes to Member Information:

If there is a change in your name, physical address, E-mail address or any other information required in the "Member Information" screen of the system, you must promptly update that information on the system. Likewise, changes with regard to your bank or Funding Account (see below under "Funding Account and Payment Methods") must also be updated. Otherwise, we will continue to use the old information. If you cannot furnish us with the updated information electronically, please provide the information in writing, addressed as follows: PayAccel c/o PayAccel, Inc. 443 N Alma School Rd., Mesa, Arizona 85201. Be sure to include your PayAccel account number in your correspondence. We will not be responsible for any mail forwarded by us to your old mailing or E-mail address before you have provided our system with the updated information, nor will we be responsible for problems that may arise if you change your bank or Funding Account without updating your information in the system accordingly.

StatusAlert™ Notifications:

Our system will initiate E-mail messages to notify you of various events, as you elect (for example, notices of bill arrival, that a bill payment is due, that an expected bill was not received or that a payment was made). If our system detects a problem with E-mail delivery to you, we will make reasonable efforts to contact you by telephone, at the number shown in your Member Information. We will not be otherwise responsible or liable for late payments or other consequences resulting from the non-delivery of this E-mail or our inability to make telephone contact with you when this occurs, whether the failure is due to communications, network, equipment or other problems beyond our control.

Fees and Charges:

As a Member you will be charged a monthly service fee, as described in the Description of Services or as offered under a specific promotional campaign. We reserve the right to change the fees we charge or to impose new fees upon notification to you in the same fashion as for other changes to this Agreement. You will be assessed a charge for special services undertaken by us for you. Included in these special services is a fee that you will be charged in the event we have to for any reason issue a stop payment order on any payment that we are making on your behalf. As of the date of issuance of this Agreement, such stop payment fee can be found on the "Pricing" page. You authorize us to automatically charge your designated Funding Account (see below) for these amounts and any additional charges, fees, or costs that may be incurred by you under this Agreement for so long as you maintain an active account with us.


See pricing

Arranging for us to Present Your Bills Online

To enable us to receive and present your bills online, you must do two things:

Changing Your Billing Address: Changing Your Billing Address: In order to start seeing your paper bills online, your billing address must be changed with your billers. It is your responsibility to change the billing address for each bill that you would like to be included in our service to your new billing address. However, we offer a number of options to assist you in this process. Your welcome email will address and describe your options, or contact our customer support team for further assistance. If you chose to change your billing addresses without our assistance, be sure to provide your billers with your new billing address exactly as it appears in your profile on PayAccel.

Neither you nor we can control the U.S. Postal Service or the other aspects of the various systems and processes that together ensure that your bills get from your billers to you or us for payment. Accordingly, you agree to review your account to see if all the bills you want to be presented through the service start appearing. If we fail to receive a bill for which you have changed the billing address, or we receive a bill that contains an insufficient billing address and, therefore, cannot be matched with your member account number, name, address or other identifying information after our reasonable efforts, you are still solely responsible for payment of the bill or other amounts owing, including any amounts imposed by the biller as a late fee, finance charge or similar cost incurred.

If we wish to do so with some or all of your billers, you authorize us to arrange for the biller to furnish us with your bills through electronic media, such as electronic mail, instead of through the mails.

Setting up a Biller on the System:

Each biller's payment address, your account number(s) with the biller, your Funding Account information (see below under "Funding Account and Payment Methods"), your payment method preferences, and the other information required in the "Payee Management" screen of the service must be setup before our service will work. It is your responsibility to ensure this information is entered and correct for each biller that you would like to be included in the service. You take responsibility for the accuracy of the biller information you enter, including changes to the information we set up at your direction, and we will not have any liability for any amounts imposed by the biller as a result of your setup errors.

Payment Address:

We reserve the right to change the address used for paper payments, without notification, in the following situations:

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

Mail Sorting and Shredding:

You authorize us to open all physical and electronic mail we receive on your behalf, whether or not the mail is also or only addressed to you. You also authorize us to scan your paper bills into our system and to make and retain paper copies, electronic copies, or images of those bills. Mail is categorized into the following types and will be handled as follows:

1st Class Mail:
All 1st class mail may be opened and all bills, invoices, statements of account and similar items will be scanned into the system. All other materials, whether included with a bill or sent to us separately may be examined. Pertinent information other than a bill or billing inserts, such as special annual or quarterly statements, will be forwarded on to your home or business address on file. All other such mail (e.g. coupons, advertising, newsletters, etc.) will be shredded and discarded. We will use our judgment in making the determination as to what to scan, what to shred and what to forward, and you agree not to hold us responsible if you disagree as to our decision in that regard. If you have a question as to whether a particular item will be scanned, shredded or forwarded, please send your question by E-mail addressed to the customer support group designated on the website.

Mail Other Than 1st Class:
All mail other than 1st class mail or its equivalent will be shredded and discarded without opening it to examine its contents. Bulk, standard, and nonprofit are included in this class.

Packages:
We are not responsible for forwarding packages to you, regardless of the class of mail used to deliver them to us. You must make arrangements with those parties from whom you purchase goods or from whom you otherwise expect packages to be sent to you, to have those packages sent to a delivery address. Our customer service team is available to assist you in designating shipping and billing addresses with your billers. If we receive a package, we may send it back to the shipper if we cannot make arrangements for its shipment to you. You will be responsible for any charges incurred by us, in the event we choose to forward a package to you.

Scheduling Payments

Dates:
There are three important dates in the bill payment process. In each instance, the date must be on one of our business days. Our business days are every day except Saturdays, Sundays and Federal holidays.



The "Payment Due Date.":
This is the last date on which you want the biller to receive the payment. In many instances, this is probably the payment due date noted on the biller's billing statement. However, if the balance you owe the biller bears daily interest, you may want to select an earlier date.



The "Processing Date.":
This is the date on which you tell us to make the payment, and the date that funds will be drawn or deducted from your Funding Account.



The "Forwarding Date.":
This is the date the payment will be either mailed or sent electronically to the biller, depending on the Payment Method employed (see below). This date will always be the same day, or the first or the second business day following the Processing Date.



Selecting Dates:
You must select the Processing Date for your 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 six business days prior to the Payment Due Date to ensure that there is enough time for the biller to receive and post the payment to your account. As we cannot control the US Postal Service or other aspects of the various systems and processes that together ensure that your payments get from us to your billers, we cannot guarantee that any payment will be received by the Payment Due Date, and 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. Subject to the other provisions of this Agreement, we will take responsibility for any payments that are made late through our error, and any costs, expenses, or damages you incur as a direct result thereof.



Confirming Payments, Stopping Payments:
Our system, through our website and StatusAlerts (if you elect), will notify you of upcoming payments and completed payments as each occurs. You may cancel a scheduled one-time or recurring payment up until 3:00 PM Central Time on the scheduled payment date (a recurring payment is a payment we make regularly and automatically, based upon your standing order for the payment). You will be liable for your losses or damages if you do not cancel your payments by the 3:00 PM deadline.



Funding Account and Payment Methods:
In order to pay any of your bills online, each checking, money market deposit, or other bank account from which you may want us to make payments for you (each a "Funding Account") must be separately set up on our system, and approved by us under our normal approval procedures. Once approved for your use, a Funding Account may be selected to pay each biller or each bill - you may use different Funding Accounts for different billers or different payments, although we reserve the right to choose the Funding Account we use for payments in certain circumstances described below. Note that certain types of Funding Accounts (e.g. savings and money market accounts) may have limits on the number or amount of transfers that may be made each month. We are not responsible for your incomplete transaction(s) due to your financial institution(s) regulations. You should consult with your financial institution to ensure your Funding Account is suitable for your intended usage.

We are responsible for the timely and accurate processing of payments on your behalf following your instructions. Your instructions are deemed to include both explicit authorizations of individual payments that you enter or edit in the system and also your selection of any automated payment rules under the capabilities offered by the system. You are responsible for the accuracy of your instructions. We will not be liable for payments we make or fail to make as a result of our following erroneous instructions from you.

Notwithstanding any instructions from you, we are under no obligation to make any payment on your behalf. Currently, we cannot process payments to the following: the Internal Revenue Service, nor will we process payments that we recognize as payable to a state or local tax authority or collection agency, or payments to an individual, entity or government outside the United States. We utilize a number of methods to make payments on your behalf from your Funding Account, and we may add more in the future (each a "Payment Method"). As of the date this version of the Agreement was prepared, the methods we might use include the following:

Direct Check:

When we use this method, we prepare checks (both paper and electronic) directly from the Payment Account. The checks are made out to the designated biller, as you request, and the funds are drawn from your account when the biller deposits the check, as if you had issued the check directly. You provide us with the starting check number that we will use for numbering the checks we prepare on your behalf. We are not responsible for losses resulting from errors you make in providing us account information, including check numbers.

Demand Draft:

When we use this method, we draw a paper draft against your Funding Account. The payee on the draft would be the biller you designate. On the Forwarding Date, we will mail this demand draft to the biller at the address you have designated, using first class United States mail. Your biller would then process the demand draft in the same manner as your personal check would be processed. The amount of the draft will be deducted from the Funding Account by your bank on the business day it receives the draft.

Automated Clearing House ("ACH") Entries:

When we use this method, we electronically draw the amount of the payment from the Funding Account on the Processing Date, using an ACH. On the Forwarding Date, again using an ACH, the payment will be forwarded to the biller's bank, for automatic deposit into the biller's bank account and ultimate posting to your account.

Dishonor of an ACH:

We have no obligation to extend credit to you. Accordingly, if for any reason, such as insufficient funds, incorrect account information, account closure or suspension or similar circumstances, your financial institution does not honor our ACH withdrawal instructions in connection with a payment, we can do any, or more than one of, the following, as applicable:

We can repeat the payment process one or more times, until your bank funds our transfer request or until we elect to take another approach. However, we have no obligation to try debiting the Funding Account more than once.

We can forward your payment despite the dishonor, in which case we can at any time thereafter charge any of your Funding Accounts to reimburse PayAccel for the amount of the payment. Our choice of the other account will be in our absolute discretion.

We can cancel the payment we have made to your biller on your behalf and charge any of your Funding Accounts to obtain reimbursement for any fees we incur for stopping payment on our check or ACH payment to the biller, plus the amount of the payment if our cancellation attempt proves unsuccessful (this could occur, for example, if we use a PayAccel check to make your payment and the check is enforced against us by a holder-in-due-course).

We can inactivate your account with us so that you may no longer make payments through our service.

We can sue you or use any other avenues legally available to us to collect the amount due us in connection with the payment.

We will not be liable for late or canceled payments or for any related costs, such as finance charges, late payment fees or similar expenses you may incur as a result of your financial institution's failure to honor a demand draft written against your account or our ACH instructions to transfer funds from your account, regardless of the reason for your bank's refusal.

Your Obligation:

You remain responsible for monitoring your account with us and your Funding Accounts. You agree to review and verify transactions made through our service as often as may be necessary or appropriate to ensure that all such transactions are made in accordance with your instructions. You must review those transactions as they are reflected on our website and on the statements of your Funding Accounts and tell us immediately if you believe that we have made an error.

In Case of Errors or Questions about a Payment

ALL QUESTIONS ABOUT TRANSACTIONS MADE THROUGH OUR SERVICE MUST BE DIRECTED TO US, AND NOT TO THE BANK OR OTHER FINANCIAL INSTITUTION WHERE YOU HAVE YOUR FUNDING ACCOUNT. We are responsible for the bill payment services described in this Agreement and for resolving any errors in transactions made through our service.

We will not send you a periodic statement listing transactions that you make using our service. The transactions will appear only on the statement(s) issued by your bank or other financial institution. 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 a question about one of these transactions or if you think an entry on your Funding Account statement is wrong or if you need more information about a transaction initiated through our service, you must email us at PayAccel@billsupport.com or call us at 866-722-4557 (866-72 BILLS) as soon as you can. This number is provided only for purposes of you communicating your concerns about payments. You may also write to us at PayAccel c/o PayAccel, Inc. 472 W 800 N, Orem, Utah 84043. We must hear from you no later than 60 days after your bank or other financial institution sent you the FIRST statement on which the problem or error appeared.



1. Tell us your name and PayAccel account number.
2. Describe the error or the transfer you are unsure about, and explain as clearly as you can why you believe it is an error or why you need more information.
3. Tell us the dollar amount of the suspected error.
If you tell us orally, we may require you to send it to us in writing within 10 business days.
We will attempt to resolve the question immediately with you, your biller, or your financial institution.
We will provide you a written explanation of our findings within 3 business days of the completion of our investigation.
You may ask for copies of any documents we used in our investigation.

Hard Copy Storage and Retrieval:

In addition to immediately shredding non-1st class mail as provided in this Agreement, we may shred all paper bills approximately six months after the billing date reflected on the bill. We are not obligated to retain and return paper bills to you.

Electronic Archive Retrieval:

We will store electronic versions of the bills we receive on your behalf as follows.



Recent Bills:
Recent bills are those we have received during the current calendar year and during the immediately previous calendar year. Recent bills will be electronically stored and made available to you online.



Older Bills:
Older bills are those bills we received during the calendar year immediately before your recent bills were received. For example, during 2005, older bills will be the bills received during 2003. Older bills will be electronically archived.



Even Older Bills:
Copies of bills older than your older bills (for example, during 2005, bills we received prior to 2003) will not be retained by us or available to you.

No Liability:

We are responsible for the accurate presentation of the data submitted to us in a legible printed or electronic format. If there is an error in the data presented by a biller, PayAccel will cooperate with you and the biller in your efforts to correct the problem in a timely manner. We encourage you to review all bill details as soon as a bill is scanned into our system, and to identify problems quickly, if any should arise. Questions about or disputes with specific charges on a bill should be directed to the biller, as we play no role in the preparation of, or corrections to, your bills. Our sole responsibility relates to the handling of the payments you direct.

If we do not complete a payment on time or in the correct amount according to our agreement with you, we will be liable for your losses or damages. However, there are some exceptions. We will not be liable, for example, (1) if through no fault of ours you do not have enough money in your Funding Account to cover the payment, or if your financial institution for any other reason refuses to make the payment, (2) if your computer or our equipment was not working properly and you knew about the breakdown when you started the payment, (3) if circumstances beyond our control, such as fire or flood, prevent the transfer, despite reasonable precautions that we have taken, or (4) if another clause in this Agreement so provides.

Copyright

All materials on this Site, including text, graphics, logos, icons, images, audio files, video files, interfaces, site design, and the selection and arrangement of such materials, are our property or the property of our content providers, and are protected by US and international copyright laws. The compilation of all the content on this site is also our exclusive property and is also protected by US and international copyright laws. You may download, view, copy, and print the materials on this Site for personal, informational, non-commercial, internal use only, provided that you do not remove or alter any trademark, service mark or logo, or any copyright or other proprietary notices. Except as provided above, you may not download, view, copy, print, reproduce, distribute, republish, display, post, transmit or modify any part of the Site in any form or by any means without our prior written consent (including by mirroring any part of the Site). Upon revocation or termination of this Agreement, you must destroy any digital or printed copies you have of any portion of the Site. Unauthorized use of any materials on this Site may violate copyright laws, trademark laws, and other laws of the US and other jurisdictions. All rights not expressly granted in this Agreement are reserved.

Trademark

The trademarks, service marks and logos used on this Site and on our promotional and marketing materials ("Trademarks") are our registered or unregistered Trademarks or those of our licensors. Nothing on this Site shall be construed as granting (by implication, estoppel, or otherwise) any license or right to use any Trademark without our prior written consent, or that of any third party that owns a Trademark displayed on the Site. In particular, you may not use any Trademark as a link to this Site or any other site.

Links to Other Sites

As a convenience to users, the Site may contain links to sites owned or operated by third parties ("Third Party Sites"). We have no control over and accept no responsibility for the content or performance of Third Party Sites, and a link to a Third Party Site does not mean that we endorse or make any representations about that site, its performance, its content, its owner, or its owner's products or services.

Submissions

Other than information covered by our Privacy Policy, any information or communication you transmit or post to the Site (including data, suggestions, and comments) by electronic mail or otherwise ("Submission") will be considered non-confidential and non-proprietary. Anything you transmit or post becomes our property and may be used for any purpose (including reproduction, disclosure, transmission, publication, broadcast and posting). We are free to use any ideas, concepts, know-how, or techniques contained or described in any Submission for any purpose whatsoever (including developing, manufacturing and marketing products or services using such information). You may not post or transmit to or from the Site any unlawful, threatening, defamatory, or obscene communications.

Global Availability

The Site may contain references to products, services or programs that are not available in your country or your area. Such references are not intended to announce such products, services or programs in your country or your area. We make no representation that access to the Site is permitted under the laws of nations other than the United States, and access to the Site is prohibited anywhere such access would violate applicable law. You are responsible for compliance with all applicable laws governing your access to the Site.

Force Majeure:

Except to the extent otherwise required under the Electronic Fund Transfer Act, our delay in or failure to perform any of the services under this Agreement shall be excused if such delay or failure is caused by strike, fire, flood, earthquake, acts of nature, governmental action, failure of suppliers, communications lines failures, power failures, or for any other cause or event beyond our reasonable control. In such instances, we agree to resume performance of the services as soon as commercially feasible to do.

EXCLUSION OF WARRANTIES, LIMITATION OF LIABILITY:

EXCEPT AS EXPRESSLY OTHERWISE STATED IN THIS AGREEMENT, PayAccel SERVICES AND RELATED DOCUMENTATION ARE PROVIDED "AS IS" AND WITHOUT ANY WARRANTY OF ANY KIND EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL PayAccel BE LIABLE 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 PayAccel SERVICE.

Termination of Service:

Your notification must be sent to us by E-mail, and will become effective as of the last day of the month we received your cancellation email. You will be notified of your official account closing by us via email. We reserve the right to terminate your service at any time with or without cause.

Regardless of which party initiates the termination, it is your responsibility to inform your billers to change your billing address to the address at which you wish to receive mail. For scheduled payments in the system:

If the Processing Date for a payment is prior to the close of business on the day we receive your notice, the payment process for that payment will be completed, subject to the provisions of this Agreement.

Until the time of your official account close, all scheduled payments will be paid unless stopped by you.

Termination shall not affect your liability or obligations under this Agreement. You will be responsible for payment of all fees incurred prior to and during the billing period in which your termination becomes effective, including the full fee for the final month of service even if your service is terminated before the end of that monthly period. Your responsibility will also continue with respect to any other amounts that you may owe as of the date of termination or that become due thereafter, as described throughout this Agreement. Our authority to charge your Funding Account or any other account at your bank as to which we were authorized to direct withdrawals prior to the termination will continue until all amounts you owe us under this Agreement have been paid in full, even if the amount you owe us was not known at the time of your termination, and regardless of the termination of our general authority to perform the our services for you.

System Logs:

In the event that there is a dispute between us with respect to any of our services, relevant portions of our systems logs will be made available to you for review. We will certify as to the accuracy of the relevant portion of the system log upon request. The system logs shall represent sufficient evidence of each of our own actions with respect to the online portion of our service.

Disputes, Assignment, No Waiver, Governing Law:

This Agreement is the complete and exclusive statement of the agreement between you and us. It supersedes any proposal or prior Agreement, oral or written, and any other communications relating to the subject matter of this Agreement. If there is a conflict between what one of our employees says and the terms of this Agreement, the terms of this Agreement will prevail. You may not assign this Agreement to any other party. We shall not be deemed to have waived any of our rights or remedies hereunder unless such waiver is in writing and signed by us. No delay or omission on the part of PayAccel in exercising any rights or remedies shall operate as a waiver of such rights or remedies or any other rights or remedies on future occasions. This Agreement shall be governed by, and construed in accordance with applicable federal law and with the laws of the State of Utah, without regard to its conflicts of law provisions. Each party using our website or using our services agrees to the exclusive jurisdiction of the courts of the State of Utah, and agrees that venue for any action resulting from this Agreement or the use of our services shall be the Utah County, Utah and further waives any jurisdictional, venue or inconvenient forum objections.