TREASURY MANAGEMENT SERVICES AGREEMENT v6.25

Part I: MASTER AGREEMENT    

THIS MASTER AGREEMENT (“Master Agreement”) is a part of the Treasury Management Agreement 

(“Agreement”) entered into between Client and Bank and applies to each Service in which Client enrolls. The 

Business Online Banking Service Terms that immediately follow this Master Agreement apply to all Services 

accessed through the online website and they include the terms for Mobile Banking. Each Treasury Management 

Service also has Service Terms & Conditions included herewith that apply specifically to it. This Master Agreement, 

together with the appropriate Service Terms & Conditions, and the appropriate Set-up Schedules, operating 

instructions and user guides, comprise the entire Agreement between Client and Bank regarding the Services. 

With respect to a Service being provided to Client at the time this Agreement is entered into, unless otherwise 

agreed, this Agreement will prevail over any conflicting provision of any prior agreement relating to that Service. 

In the event of any conflict between this Master Agreement and any Service Terms & Conditions, the Service 

Terms & Conditions will prevail with respect to the particular Service.

1.    Definitions

The following terms have the meanings provided below in the Agreement and, unless otherwise provided, in 

each Service Terms & Conditions:

“ACH”: Monetary transactions processed via the Automated Clearing House.

“Account”: each deposit account of Client at Bank that Client has designated as being covered by a 

Treasury Management Service.

“Account Agreement”: Bank’s Rules and Regulations Governing Deposit Accounts, which were made 

available to Client in connection with deposit account-opening, and are available on Bank’s website.

“Administrator”: Client’s employee(s) who will be responsible for coordinating and monitoring 

Users’ use of certain Treasury Management Services as provided in the applicable Service Terms & 

Conditions.

“Authorized Signer”: An officer of Client authorized by resolution to authenticate the Agreement and 

any required Set-up Schedules.

“Available Funds”: The total of the collected funds in an Account as of the close of business on 

any Business Day, determined in accordance with the manner in which Bank generally provides 

credit for deposited Items.

“Business Day”: Any day on which Bank is open to the public for carrying on substantially all of its 

business, excluding Saturdays, Sundays and legal holidays.

“Business Online Banking”: Bank’s online banking product for business customers.

“Check”: A draft, payable on demand and drawn on or payable through or at an office of a bank, whether 

or not negotiable, that is handled for forward collection, and does not include a non-cash Item payable in 

a medium other than United States dollars

“Check Image”: An electronic Check image of the front and the back of the Check and associated 

information provided to Bank in lieu of the original Check from which such Check Image was obtained.

“Check Information”: The Account number, serial number, issue date and dollar amount 

of any Check. “Credit”: A payment or transfer of money to an account.

“Cut-off Time”: The deadline for Service availability, as it may be changed from time to time. The Cut-off 

Time for the particular Service will be posted on the Business Online Banking Site, will be disclosed in the 

Set-up Schedules, and/or will appear in a service message.

“Debit”: an entry that requires collection from an account and includes returned Items.

“Dual Control”: when a Service requires an Entry or request to be made by one User’s security device 

and approved by means of another User’s security device.

“End of Day”: The processing deadlines for certain Services provided on Bank’s website, which may be 

changed from time to time.

“Entry/Entries”: With regard to ACH, an order or request complying with the requirements of Appendix 

Two (ACH Record Format Specifications) of the NACHA Rules (i) for the transfer of money to the account 

of a Receiver (a “Credit Entry”) and (ii) for the withdrawal of money from the transaction account or 

general ledger account of a Receiver (a “Debit Entry”).

“Equipment”: Any hardware, communication devices or other equipment required to use a Service.

“Exception Item”: An Item that does meet the requirements of, or match a File specification for, the 

applicable Service.

“Item”: A Check, money order, travelers’ check and cashier’s check and, unless otherwise noted in a 

Service Terms & Conditions, excludes any Item drawn on foreign institutions outside of the United 

States or Territories of the United States.

“MICR”: The Magnetic Ink Character Recognition line of numbers and letters on the bottom of the front 

of the Check that facilitates processing.

“Mobile Device”: A smart phone or tablet enrolled in Business Online Banking for access to one or more 

Services.

“Mobile Service”: A Service that accesses Accounts via a Mobile Device, including Mobile Banking and Mobile 

Deposit.

“NACHA”: National Automated Clearing House Association – the Electronic Payments Association, 

the organization responsible for the ACH system.

“NACHA Rules”: The operating rules of NACHA, a copy of which may be obtained from NACHA at 13665 

Dulles Technology Drive, Suite 300, Herndon, VA 20171. Instructions for obtaining a copy of the NACHA 

Rules are also available at www.nacha.org.

“OFAC”: the U.S. Office of Foreign Assets Control, which issues the list of Specially Designated Nationals 

and Blocked Persons. OFAC information may be obtained at 1-800-540-OFAC or at 

http://www.Cash.gov/resource- center/sanctions/Programs/Pages/Programs.aspx.

“On Us”: An entry designated to an account held by Bank.

“Periodic Statement”: For the applicable Account, Client’s written or electronic periodic statement 

issued by Bank with respect to the Account pursuant to the Account Agreement.

“Security Procedures”: The use of User identification codes, encryption, Security Tokens, passwords and 

other logon credentials, personal or location identification numbers, repetitive codes, USB devices, out-

of-band authentication, Dual Control, call- backs, dedicated devices and other security devices, systems 

and Software that Client uses in connection with a Treasury Management Service.

“Security Token”: An electronic device that may be tangible or electronic and will permit Users to 

generate a one-time use numeric code to provide authentication to effect transactions in connection 

with certain Treasury Management Services. Electronic or “soft” Security Tokens will be accessed 

through an application on the User’s Mobile Device.

“Service Provider”: An agent, licensor, independent contractor or subcontractor that Bank may involve in 

the provision of a Treasury Management Service.

“Service Terms & Conditions”: Those additional contractual terms relating to a particular Treasury 

Management Service requested by Client included in Part II of the Agreement for Business Online 

Banking and in Part III for all other Services.

“Set-up Schedule”: Bank’s form that Client will complete to designate the Accounts, Administrator and 

other parameters established by Bank.

“SFTP”: Secure File Transfer Protocol, used in certain Treasury 

Management Services. “Software”: Any software needed to operate the 

Services

“Template”: A defined set of instructions that Client may use for repeated payments or collections.

“User(s)”: Those employees whom Client authorizes to access one or more Accounts through one or 

more Treasury Management Services. This Agreement acts as Client’s authorization to allow the Users to 

access and process transactions, which may directly affect Client’s Accounts.

“Wire Transfer”: The series of transactions beginning with a payment order made for the purpose of 

electronically transferring funds to a beneficiary.

2.    Compliance with Applicable Law

Bank and Client will comply with all applicable laws, rules and regulations in connection with Treasury 

Management Services. This includes, but is not limited to, as applicable, the sanctions laws, regulations and 

orders administered by OFAC; laws, regulations, and orders administered by the U.S. Department of the 

Treasury’s Financial Crimes Enforcement Network (FinCEN), including the Bank Secrecy Act, the U.S.A. PATRIOT 

Act and the requirements for customer identification required thereby; to the extent applicable to business 

transactions, the Electronic Funds Transfer Act and Regulation E promulgated thereunder; Articles 4 and 4A of the 

Uniform Commercial Code and any other applicable state laws; Check 21 and Regulation CC promulgated 

thereunder; and restrictions imposed under the Unlawful Internet Gambling Enforcement Act of 2006 (UIGEA). It 

shall be the responsibility of Client to obtain information regarding OFAC enforced sanctions. Client may choose 

Treasury Management Services to which the NACHA Rules are applicable. Client agrees to be bound by such 

NACHA Rules, and agrees that no communications that violate United States law may be initiated. Client will be 

responsible for and will fully indemnify Bank for any and all fines and assessments imposed on Bank as a result of 

any infraction or violation of laws, rules or regulations caused by or attributable to Client.

3.    Business Use

CLIENT EXPRESSLY REPRESENTS AND WARRANTS TO BANK THAT NONE OF THE ACCOUNTS THAT ARE OR WILL 

BE SUBJECT TO A TREASURY MANAGEMENT SERVICE PURSUANT TO THE AGREEMENT HAVE BEEN 

ESTABLISHED, OR ARE BEING OR WILL BE USED, FOR PERSONAL, FAMILY OR HOUSEHOLD PURPOSES.

Client understands and agrees that Client’s transactions are not governed by Regulation E or any other 

consumer financial protection law.

4.    Instructions and Communications

       a)    For some Treasury Management Services, Bank may choose to honor Client’s request to give Bank 

verbal or written instructions regarding the Treasury Management Service. Bank may in good faith rely on such 

verbal or written instructions that purport to come from a User of the Client without independent verification by 

Bank, unless a Security Procedure for such Service requires verification.

       b)    By utilizing the Services available under this Agreement, Client will be entitled to authorize various 

transactions electronically that otherwise would require written authorization. In addition, Client may have 

Accounts that require multiple signers to execute transactions. Client agrees that, regardless of such Account 

instruction, Bank is authorized to complete each transaction initiated electronically by means of the Internet in 

accordance with the Security Procedures, including but not limited to, transfer of funds, credit payments and 

issuances of Checks or electronic payments.

       c)    Client may elect to send or receive instructions or reports from Bank related to Treasury 

Management Services via electronic means, including, without limitation, facsimile transmission, voice mail, 

secured email, pager or other electronic or telephonic methods (“Electronic Transmission”). Client acknowledges 

that such Electronic Transmissions are an inherently insecure communication method due to the possibility of 

error, delay and observation or receipt by unauthorized personnel. Bank may rely in good faith on Client’s 

instructions regarding how and to what number or email address Electronic Transmissions should be sent and 

may rely on any Electronic Transmission that it reasonably believes to have been initiated by the Client. Should 

Client elect to send or receive Electronic Transmissions to or from Bank, Client assumes all risks, and Bank shall 

not be liable for any loss that results from the nonreceipt, disclosure or alteration of any such Electronic 

Transmission.

       d)    All Electronic Transmissions from Bank or its Service Providers will be provided by one of the 

following methods: (i) via secure email (any Electronic communication sent by secure email will be deemed to 

have been received by Client when Bank or Bank’s Service Provider send it to Client, whether or not Client 

receives the email); (ii) by access to a website that Bank will designate in an email notice Bank sends to Client at 

the time the information is available; (iii) by posting the communication to the Business Online Banking website; 

or (v) by requesting Client to download a PDF containing the communication.

       e)    In order for Bank to service Client’s Account, mitigate fraud or to collect any amounts Client owe, 

Bank or Bank’s Service Provider may from time to time make calls and/or send text messages to Client at any 

telephone number(s) associated with Client’s Account, including wireless telephone numbers that could result in 

charges to Client. The manner in which these calls or text messages are made to Client may include, but is not 

limited to, the use of prerecorded/artificial voice messages and/or an automatic telephone dialing system.

5.    Electronic Disclosures and Agreements

       a)    Client agrees that Bank may provide Client with all legal and other disclosures, notices, and other 

communications with respect to Services, including Fee Schedules and amendments to this Agreement, in 

electronic form. Bank may notify Client of any future notices by sending an alert to the email address Client 

provided on the Set-up Schedule or by other electronic/online notification method. Client should print or save a 

copy of all disclosures delivered electronically. Client may request a paper copy of the Agreement from Bank at 

any time free of charge.

       b)    Bank may provide Client the option of entering into this Agreement or any Set-up Schedule, or an 

amendment thereto, with a digital signature or via other methods permitted by law. Client hereby agrees that 

Client’s use of such methods will represent the written signature(s) of Client’s Authorized Signer(s) and will bind 

Client to the terms and conditions of the applicable agreement, schedule, addendum or form.

6.    Administrator and Users

Client shall appoint an Administrator for each Treasury Management Service that requires one as specified in the 

applicable Service Terms & Conditions, who shall in turn appoint Users. Client may revoke the authority of or 

change the Administrator at any time upon prior written notice and execution of additional documentation 

required by Bank. Such change or revocation shall not be binding upon Bank until it has received the required 

written notice and has had a reasonable opportunity to act thereon. In any event, Bank may act on instructions 

that it believes in good faith were provided by an Administrator or User, or anyone purporting to be an 

Administrator or User.

7.    Security Procedures and Client Obligations

Security Procedures, designed to verify the origination but not errors in transmission or content of instructions, 

orders and other communications sent by Bank and Client, will be used in connection with certain Treasury 

Management Services. Bank reserves the right to issue new Security Procedures and/or to cancel or change any 

Security Procedure from time to time. Client agrees that the Security Procedures are commercially reasonable for 

its specific needs. Continued usage of the applicable Service constitutes Client’s ongoing agreement that the 

Security Procedures for that Service are commercially reasonable. The specific Security Procedures for each 

Treasury Management Service are as set forth in the Business Online Banking Service Terms in Part II of the 

Agreement and/or in the applicable Service Terms & Conditions.

       a)    Bank may always rely on transmissions from Client in accordance with the Security Procedures, even 

if the actual user is not a User, regardless of whether Client has notified Bank of a change in User identity. Bank 

will not be obligated to act on a communication not transmitted in accordance with the Security Procedures and 

may refuse to act on any communication where Bank reasonably doubts Client’s authorization, contents, 

origination or compliance with the Security Procedures. Bank shall have no duty to discover, and shall not be 

liable for, errors or omissions by Client. If Bank complies with the Security Procedures in respect to a 

communication, Bank will be entitled to act on that communication and will not be obligated to verify the 

content of such communication, establish the identity of the person giving it, or, unless otherwise required, await 

any confirmation thereof, and Bank shall not be liable for acting on, and Client will be bound by, any 

communication sent in Client’s name, whether or not authorized.

       b)    Client acknowledges the critical importance of maintaining the strict confidentiality of all Account 

numbers, Security Procedures and related information and agrees to protect the confidentiality of and safeguard 

such information. Client shall not disclose Security Procedures except to employees or agents authorized to act 

for Client in connection with Treasury Management Services. Client assumes all risk of accidental disclosure or 

inadvertent use of such Security Procedures by any party whatsoever, whether such disclosure or use is on 

account of Client’s negligence or deliberate acts or otherwise. Bank shall not be liable for any loss or damage 

resulting from fraudulent, unauthorized or otherwise improper use of any Security Procedures.

    DO NOT SHARE ONLINE CREDENTIALS. Bank will never contact Client by email or telephone in order 

to ask for or to verify Account numbers, Security Procedures or credentials, or any sensitive or Confidential 

Information. Do not share such information or otherwise provide access to Accounts. In the event Client receives 

an email, telephone call or other electronic communication that Client believes, or has reason to believe, is 

fraudulent, Client should not respond, provide any information to the sender/caller, click on any links in the 

email, or otherwise comply with any instructions.

        IF CLIENT, ITS ADMINISTRATOR, A USER OR AGENT DISCLOSES USER IDENTIFICATION CODES AND/OR 

PASSWORDS TO ANYONE, AND/OR IF CLIENT ALLOWS SOMEONE TO USE SUCH IDs AND PASSWORDS TO GAIN 

ACCESS TO ACCOUNTS, CLIENT HAS AUTHORIZED THEM TO ACT ON ITS BEHALF AND WILL BE RESPONSIBLE FOR 

ANY USE OF THE SERVICE BY THEM, INCUDING EXTERNAL TRANSFERS.

       c)    Client has important responsibilities for protecting Client’s Accounts and the Treasury Management 

Services used by Client and for combating fraud and the unauthorized use of Client’s Accounts. Client represents 

and warrants that Client has in place and will maintain and enforce effective policies and procedures to monitor 

and control the secure use of its Accounts and the Services including:

*    Ensuring that passcodes, Security Procedures, access devices and Account numbers are 

disclosed only to Client’s personnel and agents who are authorized to have and use them;

*    Controlling the use of Internet access, Software, scanning equipment and other systems 

and devices used in communications with Bank;

*    Training personnel on the proper use of the Treasury Management Services and fraud 

prevention measures particularly in connection with Internet access and email; and

*    Controlling check stock, mechanical signing devices and Account information.

       d)    Client acknowledges that there is a growing risk of losses resulting from unauthorized transactions in 

Accounts. Bank offers Services that provide effective means for controlling such risk, including: (i) ACH Debit 

Block and ACH Positive Pay, (ii) Account Reconciliation and (iii) Positive Pay. In addition, Bank may recommend 

that Client use certain fraud prevention practices to reduce Client’s exposure to online fraud. Each of these 

practices is an industry “best practice.” An example of a best practice is Dual Control, which requires a payment 

or user modification initiated by one User to be approved by a second User on a different computer or Mobile 

Device before it takes effect. Client will be treated as having assumed the risk of any loss that could have been 

prevented by its use of any fraud prevention Service or best practice Bank has recommended to Client, if Client: 

(A) declines to enroll in the fraud prevention Service(s); (B) enrolls in the fraud prevention Service but fails to use 

it in accordance with the Service Terms & Conditions or Set-up Schedule applicable to it; or (C) fails to adopt and 

follow a best practice. In that event, Client will be precluded from asserting any claims against Bank for paying 

unauthorized, altered, counterfeit or other fraudulent items that such tool was designed to detect or deter, and 

Bank will not be required to re-credit Client’s Account or otherwise have any liability for paying such items.

8.    Network Security

Client shall be solely responsible for the implementation of all commercially reasonable security procedures to 

control access to Client’s computer systems and to protect any data files stored thereon. Such procedures include 

but are not limited to anti-virus, physical, logical, and network security control systems and devices. Client should 

use a firewall product especially if it has a broadband Internet connection such as DSL or cable modem. Client 

must use a reputable antivirus/adware and anti-spyware program on its computer/device that runs daily and a 

process to ensure that patches for all Software and operating system modules are current. It is recommended 

that Client use the most current fully patched versions of Internet browsers for accessing Business Online 

Banking, designated websites or SFTPs. Client is solely responsible and liable for any hack, unauthorized access or 

related problems or other unknown hazards that originates from Client that may be associated with using email 

or the Internet to deliver or receive Services.

9.    Security Incident Reporting

CLIENT MUST IMMEDIATELY NOTIFY BANK BY PHONE IF THE CONFIDENTIALITY OR INTEGRITY OF ANY SECURITY 

PROCEDURE IS BREACHED OR THREATENED, FOLLOWED BY A WRITTEN CONFIRMATION OF SECURITY BREACH. 

BANK WILL HAVE NO LIABILITY TO THE CLIENT FOR ANY UNAUTHORIZED TRANSACTION MADE USING A SECURITY 

DEVICE THAT OCCURS BEFORE THE CLIENT HAS NOTIFIED BANK OF THE POSSIBLE UNAUTHORIZED USE AND BANK 

HAS HAD A REASONABLE OPPORTUNITY TO ACT ON THAT NOTICE. In the event of a breach, Client agrees to 

cooperate with Bank in connection with its incident response investigation in a timely manner and to provide any 

information requested by Bank within two (2) Business Days of the request. Client will permit Bank’s authorized 

representatives access to Client’s computer systems in connection with such investigation. Client will indemnify 

and hold Bank harmless from and against any third party claim arising in connection with a data security breach, 

except to the extent the breach is caused by Bank’s gross negligence or willful misconduct or the gross negligence 

or willful misconduct of Bank’s Service Provider.

10.    Confidentiality

       a)    All user guides, manuals, data, Software, processes, Security Procedures and other information 

provided to Client in connection with any Treasury Management Service and all fee and pricing information with 

respect to the Treasury Management Services (the "Information") constitute proprietary and confidential 

property of Bank and/or Bank’s relevant licensors, suppliers or Service Providers. Client will not make any copies, 

in whole or in part, of any Information without Bank’s prior written consent. Client agrees to notify Bank 

immediately if the confidentiality of any Information is compromised. Client agrees to use the Information only in 

the manner specified by Bank and in the ordinary course of Client’s business, to return it to Bank upon 

termination of the relevant Treasury Management Service, and to keep the Information confidential and limit 

access thereto only to Client’s agents and employees who require access in the normal course of their duties, 

except to the extent the Information is already in the public domain or Client is required to disclose the 

Information by law. Nothing in this Section will prohibit or limit any party’s use of Information (i) that can be 

demonstrated to have been previously known to it, other than through its relationship with the other parties 

without a confidentiality restriction on the use of such Information; (ii) independently developed by it, as 

established by written evidence; (iii) rightfully acquired by it from a third party with full legal right to disclose such 

information; (iv) disclosed without similar restrictions by the party that disclosed such information pursuant to the 

Agreement to a third party; or (v) which becomes part of the public domain through no breach of the Agreement.

       b)    Bank has implemented and shall maintain information security procedures designed to meet the 

requirements of the Guidelines Establishing Information Security Standards as adopted by the bank regulatory 

agencies who oversee Bank’s operations. These security measures include appropriate disposal of consumer 

information as required, and taking appropriate actions to address incidents of unauthorized access to Client’s 

sensitive information, including notification to Client as soon as possible of any such incident, which notice shall 

include appropriate details regarding such incident and a description of steps taken by Bank to remedy the 

incident and prevent its recurrence.

       c)    In the event of any breach of the obligations under this Section, each party acknowledges that the 

other party would have no adequate remedy at law, since the harm caused by such a breach would not be easily 

measured and compensated for in damages, and that in addition to such other remedies as may be available to 

such party, it may obtain injunctive relief including, but not limited to, specific performance.

11.    Disclaimer of Warranty

Any Service, Software, Equipment and communication interfaces provided or licensed to Client are provided on an 

“as is” basis. Other than the express warranties contained herein or in the applicable Service Terms & Conditions, 

BANK MAKES NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AND DISCLAIMS ALL WARRANTIES AS 

TO THE MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR SUITABILITY OF ANY TREASURY 

MANAGEMENT SERVICE FOR CLIENT, OR AS TO THE COMPATIBILITY OF SOFTWARE, EQUIPMENT OR 

COMMUNICATION INTERFACES WITH CLIENT’S EQUIPMENT.

12.    Performance and Bank Liability

       a)    Bank will provide the Treasury Management Services in good faith in a commercially reasonable 

manner in accordance with the applicable Service Terms & Conditions. Bank will be responsible for any loss 

sustained by Client only to the extent such loss is caused by Bank’s breach of its representations, warranties and 

covenants contained in the Agreement and any Service Terms & Conditions or by its breach of good faith, gross 

negligence or willful misconduct and in every case the liability of Bank will not exceed the lesser of the actual 

damages sustained by Client or the fees Bank received for providing the Treasury Management Service to Client 

for the twelve (12) months preceding the loss (or such number of months as Bank is able to recover damages 

under any applicable Service Provider agreement).

       b)    For Wire Transfer requests that are subject to Article 4A of the Uniform Commercial Code, Bank is 

liable only for damages required to be paid under Article 4A or the Fedwire Regulations, as applicable, except as 

otherwise agreed in the Wire Transfer Service Terms & Conditions, provided that Client has otherwise complied 

with any duties imposed on Client under this Master Agreement, the Wire Transfer Service Terms & Conditions or 

the applicable Set-up Schedules. For all requests and Entries not subject to Article 4A, and for all other obligations 

under a Service, Bank’s liability shall not exceed the following, as applicable: (i) in case of an excessive debit to 

Client’s Account, the amount of the excess plus compensation equivalent to interest from the date of the 

excessive Debit to the date of the refund; (ii) in case of payment to an account not specified by Client, the amount of 

the payment plus compensation equivalent to interest from the date of the payment to the date of the refund; 

(iii) in case of any delay in crediting a Debit Entry to Client’s Account, the amount of compensation equivalent to 

interest for the period of delay; or (iv) in all other cases, the damages specified in the paragraph a) above. If Bank 

fails to credit an Account utilized in connection with any Service in accordance with the Service Terms & 

Conditions applicable thereto, as of the date such Credit was earned, upon discovery or notification of such error, 

Bank will properly credit such Account, but Bank shall not incur any liability therefore except as otherwise 

provided herein or in the Service Terms & Conditions. Client must use reasonable efforts to assist Bank in 

recovering the amount of any overpayment for which Bank is liable. If Bank is obligated to pay interest 

compensation, Bank’s liability for loss of interest resulting from its error or delay shall be calculated by using a 

rate equal to the average Federal Funds rate at the Federal Reserve Bank of Chicago for the period involved. At 

Bank’s option, payment of such interest may be made by crediting the Account.

       c)    If Client transmits a request to Bank by way of a funds-transfer system or other third-party 

communications system not specifically required by Bank, the system is deemed to be Client’s agent for that 

purpose. Bank is not liable to Client for any discrepancy between the terms Client transmits to such system and 

the terms it then transmits to Bank.

       d)    IN NO EVENT WILL BANK HAVE ANY LIABILITY FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL 

(INCLUDING LOST PROFITS), SPECIAL OR PUNITIVE DAMAGES, WHETHER ARISING IN CONTRACT OR IN TORT, AND 

WHETHER OR NOT THE POSSIBILITY OF SUCH DAMAGES WAS DISCLOSED TO OR COULD HAVE BEEN REASONABLY 

FORESEEN BY BANK.

       e)    Bank does not and cannot control the flow of data to or from Bank's network and other portions of 

the Internet. Such flow depends in large part on the performance of Internet services provided or controlled by 

third parties. Actions or inactions of such third parties can impair or disrupt Client's connections to the Internet 

(or portions thereof). Bank cannot guarantee that such events will not occur. Accordingly, Bank disclaims any and 

all liability resulting from or related to such events and in no event shall Bank be liable for any damages (whether 

in contract or in tort) that are attributable to the public Internet infrastructure, Client's ability to connect to the 

Internet, or Bank's ability to connect to the Internet on Client's behalf.

       f)    Under no circumstances will Bank be responsible for any liability, loss or damages resulting from any 

delay in performance of or failure to perform in connection with any Treasury Management Service which is caused 

by interruption of telephone, telefacsimile or communication facilities, delay in transportation, equipment 

breakdown or mechanical malfunction, electrical, power or computer failure, accidents, fire, flood, explosion, 

theft, natural disaster or other catastrophe, acts or failure to act by Client or any third-party, strikes or lockouts, 

emergency conditions, riots, war, events of terrorism, acts of government or other circumstances which are 

unavoidable or beyond Bank’s control. Bank will not be liable for failure to perform any of Bank’s obligations in 

connection with a Treasury Management Service if such performance would result in it being in breach of a law, 

regulation or requirement of any governmental authority.

13.    Indemnification

Except in the event of Bank’s failure to act in good faith, or its gross negligence or willful misconduct in 

connection with delivery of Treasury Management Services, Client shall defend, indemnify and hold Bank and its 

directors, officers, employees, Service Providers, successors and assigns harmless against and in respect to any 

and all loss, liability, expense and damage, directly or indirectly resulting from: (a) the processing of any request 

received by Bank through a Treasury Management Service; (b) any breach of the provisions of this Master 

Agreement or the applicable Service Terms & Conditions; (c) any request for stop payment; (d) any dispute 

between Client and a third party in connection with the use of a Treasury Management Service; and (e) any and 

all actions, causes of action, suits, proceedings, claims, demands, judgments, costs and expenses (including 

attorney’s fees) incident to the foregoing.

14.    Service Providers

      a)    Bank may act on any communication and provide any Treasury Management Service using any 

payment system or third-party provider Bank reasonably selects. Bank’s performance of Treasury Management 

Services is subject to the rules and regulations of any such system or organization. Bank will have no obligation to 

disclose arrangements with third parties to Client or obtain Client’s consent thereto. Client authorizes the 

transfer of information relating to Client to Service Providers for use in connection with Treasury Management 

Services or as required by law. Bank will provide Client with all necessary instructions for contact with a Service 

Provider, if necessary.

      b)    Customer may grant authority to third-party Service Providers to legally bind Customer with respect 

to its use of the Services. Customer is liable for (i) Service Provider’s actual failure to comply with any of 

Customer’s obligations under this Agreement; (ii) all fees, costs and expenses owed to each Service Provider for 

its services on Customer’s behalf; and (iii) any claims, damages, costs, and expenses incurred by Customer or 

Bank as a result of Service Provider’s failure to perform, delay or error in performing services on Customer’s 

behalf. Notwithstanding the foregoing, Customer understands and agrees that Bank may refuse to accept any 

instruction from such Service Provider for any reason, but in no event shall Customer or Service Provider have a 

cause of action, legal or equitable, against Bank for such refusal. Customer shall provide information, including 

financial information, which Bank may, in its sole discretion, require from time-to-time regarding any Service 

Provider that Customer hires, employs, or retains in any manner, to initiate transactions or assume any of 

Customer’s duties under this Agreement. Customer understands and agrees that because of the risks involved in 

certain Services that Customer may utilize, Bank may refuse, in its sole discretion, to provide such Services to 

Customer if the Service Provider retained by Customer does not meet Bank’s qualification criteria. Neither 

Customer nor any other person or entity has the right to rely upon the determination made by Bank nor have a 

cause of action against Bank for or as a result of Bank’s determination.

15.    Equipment and Software

       a)    When a Treasury Management Service requires Equipment or Software to be operated by Client, the 

provision of the Treasury Management Service by Bank will be conditioned on the proper installation, 

configuration, use and maintenance of such Equipment or Software by Client. Client is solely responsible for the 

selection, purchase or lease and maintenance of Client’s computer equipment and software and its compatibility 

for use where required in connection with any Treasury Management Service. Bank- provided Equipment will 

remain the property of Bank, and: (a) Client will use it solely in the manner specified by Bank in connection with 

the relevant Treasury Management Service; (b) Client will not remove or modify any name or identifying mark on 

it; and (c) Client shall return it to Bank upon termination of the Treasury Management Service. Client shall not 

reverse assemble or reverse compile any of the Software, in whole or in part, nor permit any other person, firm 

or corporation to do so.

       b)    Client is responsible for installing and implementing any changes and upgrades to the Equipment and 

Software as required by Bank within five (5) Business Days to ensure compliance with regulatory changes or 

developments and to protect the integrity and security of the Service.

16.    Advertising

Neither Client nor Bank will display any name, trademark or service mark of the other without the prior written 

consent of the other. Client will not advertise or promote any Treasury Management Service without Bank’s prior 

written consent for each use or release.

17.    Recordings and Records

Either Client or Bank may produce telephonic or electronic recordings or computer records, including email and 

telefacsimile transmissions, as evidence in any proceedings brought in connection with any Treasury 

Management Service. Client agrees to Bank’s telephonic or electronic monitoring, recording and retention of 

records for the purposes of security, evidence of the transaction and/or quality of service. All records maintained 

by Bank for Treasury Management Services contemplated by the Agreement will be and remain Bank’s property. 

Bank may, at Bank’s discretion, make available to Client such records upon request. Any expense incurred by Bank 

in making such records available to Client will be paid by Client.

18.    Accounts

All Accounts accessed through a Treasury Management Services remain subject to the Account Agreement and 

availability schedules in effect from time to time, provided that in the event of any conflict between the Treasury 

Management Services Agreement and the Account Agreement, the Treasury Management Services Agreement 

will prevail. Each funds transfer under a Treasury Management Service is subject to any transfer limitations that 

apply to the Account.

19.    Payment of Fees and Charges

Client will pay Bank for each Treasury Management Service in accordance with the Fee Schedule established by 

Bank, which may be changed by Bank from time to time. The Fee Schedule for each Treasury Management Service 

will be deemed accepted by Client upon provision of such Treasury Management Service to Client. Client will pay 

any sales, use or similar tax applicable to any Treasury Management Service. If Bank is required to pay any such 

taxes, Client will reimburse Bank upon demand. Client will also pay all attorneys' fees and other costs and 

expenses Bank may incur in collecting any fees or other sums Client may owe to Bank in connection with any 

Treasury Management Service. Bank may collect any amounts due to Bank by debiting any of Client’s Accounts 

with Bank, billing Client, and or setting off against any amounts Bank owes to Client, without any obligation to 

give prior notice thereof to Client.

20.    Extensions of Credit

Client must maintain sufficient amounts of Available Funds in Client’s Accounts at Bank in connection with 

particular Treasury Management Services to cover Client’s payment obligations. Bank is not obligated to extend 

credit to Client unless it has specifically agreed to do so in a separate writing. If Bank extends credit to Client by 

permitting overdrafts or use of uncollected funds in Client’s Accounts or otherwise, the amount thereof will be 

immediately due and payable, together with interest thereon at a per annum rate determined by Bank from time 

to time, but not to exceed the maximum rate permitted by law. If Bank should perform on Client’s behalf any 

Treasury Management Services that create an overdraft or use of uncollected funds, such action will not establish a 

course of dealing between the parties that will require Bank to perform any Treasury Management Services on 

behalf of Client that would create an overdraft or use of uncollected funds. Bank may, without notice, refuse to 

honor any order for payment, transfer or withdrawal of funds if such order would create an overdraft or use of 

uncollected funds, notwithstanding that Bank may have previously allowed overdrafts or use of uncollected funds. 

Client agrees that Bank may debit any Account owned by Client or that Bank may set off against any amount Bank 

owes Client, in order to obtain payment for Client’s overdrafts.

21.    Grant of Security Interest

As security for the full and timely payment and performance of all of Client’s obligations under this Master 

Agreement and any Service Terms & Conditions, Client hereby grants to Bank a security interest in, and a lien 

upon, the Accounts and any other Client accounts at Bank. The failure of Client to satisfy any of Client’s obligations 

to Bank will constitute a default. Upon the occurrence of a default, and at any time thereafter, Bank may use and 

apply any and all funds in the Accounts and any other account at Bank and exercise any and all other rights and 

remedies available to Bank by law, in equity or by agreement.

22.    Account Reconciliation

Client’s transactions will be reflected on Client’s Periodic Statement. Client will regularly and promptly review and 

verify all Periodic Statements, reports, Check payment records, Wire Transfer instructions, confirmations, 

adjustments, charges, and other transactions. Client will, within a reasonable time, which in no event shall be 

greater than fourteen (14) Business Days following the day Bank first mails or otherwise makes data available to 

Client, notify Bank of any error or discrepancy between Client’s records and any Bank notice or statement, or any 

transaction or transfer Client believes was not authorized. Client will provide Bank with any information it may 

reasonably request in connection therewith. If Client fails to notify Bank of such unauthorized transaction within 

the fourteen

(14) Business Day review period, the failure to report any such errors or unauthorized transactions shall relieve 

Bank of any liability for the unreported erroneous or unauthorized transaction. In accordance with NACHA Rules, 

Client must report an unauthorized ACH Debit Entry to the Account by the established deadline on the Business 

Day following the settlement date of the unauthorized Entry. Otherwise, Client’s sole recourse is to the originator 

of the transaction.

23.    Limitations on Services

Bank reserves the right to limit the availability of certain Services or the amount and frequency of transactions 

based on such factors as credit worthiness, the length and extent of Client’s relationship with Bank and its 

affiliates, transaction history, and such other factors as Bank, in its sole discretion, deems relevant. 

24.    Check Samples, Forms Approval and Service Implementation

Prior to initiating a new Account or Service, or at any other necessary time, Client agrees to provide all 

information including, without limitation, signature cards, transmissions, corporate resolutions and other 

documents, and conduct any test that Bank may reasonably request. Bank may request samples of Client’s 

Checks, drafts, deposit slips and similar items to ensure, in Bank’s sole discretion, whether such items meet 

Bank’s quality control and processing standards. In the event that Bank determines that an item or test does not 

meet its specifications, Bank will so advise Client. Client acknowledges that Treasury Management Services will 

not commence or continue until such time as an approved item or test is provided to Bank and determined by 

Bank to be satisfactory. Client shall be responsible for initial product installation, whether or not Bank provides 

telephone or on-site installation support.

25.    Transactions on Non-Business Days/Cut-off Times

Transactions, deposits, payment orders, entries or other requests by Client received by Bank on a non-Business 

Day or after established Cut-off Times may be treated by Bank as received on the next Business Day. Bank may 

change any Cut-off Time or other deadline at any time. Bank will make a reasonable effort to notify Client of any 

changes in advance.

26.    Inconsistent Name and Account Number

Unless otherwise provided in any Service Terms & Conditions or as otherwise required by law, if Client or third 

party acting at the Client’s instruction initiates a fund transfer instruction or payment order to Bank that 

describes the person to receive the proceeds of such payment order (the “beneficiary”), the beneficiary’s bank, or 

an intermediary bank by name and an Account or other identifying number, Bank and subsequent parties to the 

Payment Order may rely on and act solely on the basis of such number, even though the name and number do not 

agree and even though Bank and subsequent parties know or have reason to know of the inconsistency. Client’s 

obligation to pay the amount of the payment order to Bank is not excused in such circumstances.

27.    Data Retention and Disclosure

Client acknowledges that Bank may have certain legal record keeping and reporting requirements with respect to 

Treasury Management Services and consents to Bank’s disclosure to governmental authorities of information 

concerning Client and Treasury Management Services provided to Client, which Bank believes to be appropriate 

or necessary to fulfill such legal requirements.

28.    Audit

During the term of the Master Agreement and for a period of two (2) years thereafter, Bank, and any third party 

representatives designated by Bank, including bank regulatory agencies, independent auditors and forensics 

experts, shall have the right, upon reasonable prior notice to Client (except in the event of fraud, unauthorized 

access to Accounts or any other circumstance where delay could result in loss to Client, in which case this right 

shall be immediate), to audit Client’s books, records, systems, computers and procedures to the extent necessary 

to verify Client’s compliance with the terms of this Master Agreement and/or any applicable Service Terms & 

Conditions, including compliance with applicable law and, as applicable, NACHA Rules, which may include, in 

Bank’s sole discretion, the right to enter onto the premises of Client for such purpose.

29.    Remote Access Rights

From time to time, Bank personnel will use Software to create a remote access online session with Client’s Users 

for the purpose of troubleshooting problems, training on products or for related purposes.

30.    Termination

Either party, upon thirty (30) days’ prior written notice to the other, may terminate any Treasury Management 

Service or the Agreement, which will terminate all Treasury Management Services. Bank reserves the right to 

terminate or suspend any Treasury Management Service or terminate the Agreement immediately, without 

notice to Client, if any of the following occurs: (a) a material adverse change, in Bank’s reasonable judgment, 

occurs in Client’s business or financial condition; (b) Bank has reason to believe that Client has engaged in 

suspicious, fraudulent or illegal activity; (c) Client fails to maintain balances in Accounts sufficient to cover 

overdrafts or proper funding for any banking activities; (d) Client violates the terms of the Agreement or any 

financing arrangement with Bank; (e) Client fails to provide financial information reasonably requested by Bank; 

(f) Bank determines it is impractical or illegal to provide any Treasury Management Service because of changes in 

laws, regulations or rules; or (g) Bank, in good faith, is unable to satisfy itself that Treasury Management Services 

have been properly authorized by Client. Notwithstanding any termination, the terms of the Agreement will apply 

to (i) all transactions which have been initiated prior to termination and (ii) Client’s payment obligations with 

respect to such transactions.

31.    Representations and Warranties

       a)    Client agrees to provide Bank with copies of Client’s organizational documents. If Client is a 

corporation, limited liability company, or other entity, Client represents and warrants to Bank that the electronic 

or written authentication of this Agreement has been duly authorized by resolutions heretofore adopted by 

Client’s Board of Directors and/or by action of Client’s shareholders, members or owners in accordance with law 

and Client’s by-laws or operating agreement, that said resolutions have not been amended nor rescinded, are in 

full force and effect, and that the Authorized Signer(s) are duly authorized so to act. If Client is a partnership, 

limited partnership, trust, or similar entity, each person and/or entity authenticating the Agreement on Client’s 

behalf represents and warrants to Bank that each such person or entity is duly authorized to authenticate the 

Agreement for and on Client’s behalf, and that said authentication fully complies with the Client’s organic 

documents. In accepting the Agreement, Bank is expressly relying upon these representations and warranties.

       b)    Client will supply any information that Bank may reasonably request including, but not limited to, 

supplemental instructions and further evidence of any Users authority to transfer funds or to do any other act 

contemplated under the Agreement.

32.    Dispute Resolution

In the event of a dispute between Bank and Client with respect to any issue arising out of or relating to the 

Agreement in any manner, excluding any claim for amounts due Bank hereunder, a breach of confidentiality or a 

claim for indemnification, such dispute shall be determined by arbitration. Arbitration shall be conducted before 

an arbitrator chosen as follows: either (a) Bank and Client shall together agree on a mutually acceptable arbitrator 

or (b) Client shall select one arbitrator and Bank shall select one arbitrator, and these two arbitrators shall choose 

a third arbitrator who will act as arbitrator hereunder. The arbitrator’s decision shall be final and binding upon all 

parties concerned. Such decision shall be rendered within thirty (30) days of the closing of the hearing record. The 

arbitration proceedings conducted hereunder shall be conducted in the state where the main office of Bank is 

located, and each party shall bear its own costs. The arbitration shall be conducted in accordance with the rules 

of the American Arbitration Association or JAMS at the discretion of the party submitting the claim. The exclusive 

venue for any and all proceedings commenced with respect to arbitration of any issue arising out of or relating to 

this Agreement, including without limitation the breach thereof, shall be the Circuit Court for county where the 

main office of Bank is located. Judgment upon the award rendered by the arbitrator(s) shall be entered in the 

Circuit Court for county where the main office of Bank is located. No award of punitive damages by the 

arbitrator(s) may be enforced.

33.    Amendments

       a)    From time to time, Bank may amend any of the terms and conditions contained in this Master 

Agreement and any Service Terms & Conditions, Set-up Schedules or exhibits thereto. By continuing to use any 

Treasury Management Service after notice of such amendment, Client shall be deemed to have agreed to such 

amendment and shall be bound by this Master Agreement or such Service Terms & Conditions, as amended.

       b)    From time to time, Bank may request or Client may submit updated Set-up Schedules or exhibits. 

Such Schedules or exhibits must be submitted in writing, be executed by a properly authorized person, and 

otherwise be acceptable to Bank. Updated Schedules and exhibits will be effective on the third Business Day 

following the Business Day of Bank’s receipt of the same or at such later date as Client may request.

34.    Binding Effect of Agreement

The Agreement shall bind and benefit Bank and Client and their legal representatives, successors and assigns. 

None of the terms of the Agreement may be waived except as Bank may consent in writing, and no agreement 

with or representation made by any employee of Bank that is in conflict with the Agreement will be binding on 

Bank unless contained in a written modification of the Agreement, signed by an authorized officer of Bank. No 

delay on the part of Bank in exercising any right or power under the Agreement shall operate as a waiver thereof. 

The rights and remedies under the Agreement are cumulative and not exclusive of any rights or remedies which 

Bank would otherwise have.

35.    Notices

Except as otherwise expressly provided herein, any written notice or other written communication required or 

permitted to be given under the Agreement shall be delivered, or sent by United States first class, registered or 

certified mail, postage prepaid, by certified email with a digital signature or by express carrier to the address on 

file.

36.    Miscellaneous

If any term, covenant or condition of the Agreement were declared invalid or unenforceable, the remainder of 

the Agreement will be unaffected and each term, covenant or condition will be valid and enforced. If Bank’s 

performance of the Treasury Management Services in accordance with the terms of the Agreement would result in 

a violation of any existing or future law, rule or regulation to which Bank is subject, then the Agreement will be 

deemed amended to the extent necessary to comply with that law, rule or regulation, and Bank will incur no 

liability to Client as a result of such violation or amendment. The Agreement will be construed in accordance with 

and governed by the laws of the State where the main office of Bank is located. The Agreement may not be 

assigned to any other party by Client. Bank may assign or delegate, in part or whole, this Agreement to any third 

party. Section headings are for convenience only and will not affect the meaning of the provisions hereof. Sections 

2-3, 5, 7-8, 10-13, 21-22, 28, 33, 35 and 36 will survive termination of the Agreement or any Service Terms & 

Conditions.

Part II:  BUSINESS ONLINE AND MOBILE BANKING SERVICES    

1.    Scope of the Services

Business Online Banking will provide Client’s Users with access via Client’s personal computer or other device 

with Internet connectivity to those Services Client has selected. Client may also enroll in Business Mobile Banking 

and perform similar functions with a Mobile Device, as provided in Section 7 below; and may enroll in Mobile 

Deposit as provided in Section 8 below. Any loan or line of credit that Client accesses by Business Online Banking 

or Mobile Banking will remain subject to the loan documents between Client and Bank. Except as otherwise 

provided herein, any request for Business Online Banking that Bank receives prior to Bank’s End of Day on any 

Business Day will be processed on the Business Day of receipt. Except as otherwise provided herein and on Bank’s 

website, any request Bank receives after Bank’s End of Day on any Business Day will be processed on the next 

Business Day.

2.    Equipment and Software

       a)    In order to utilize Business Online Banking, Client must have the appropriate Equipment meeting the 

system requirements and other criteria established by Bank (as detailed in Bank’s Resource Center on its website) 

and Internet access. Client understands and agrees that it is Client’s sole responsibility to obtain, install, operate 

and maintain its Equipment in accordance with the instructions of the equipment manufacturer. Client assumes 

sole responsibility for any and all loss, damage or injury arising with respect to any failure of its equipment.

       b)    The Business Online Banking program materials are confidential and proprietary and Client may not 

modify, duplicate or make the materials available to any third party by any arrangement without Bank’s prior 

written consent. Client may use the materials exclusively for the purpose of accessing Business Online Banking.

3.    Business Online Banking Functions

The functions available through Business Online Banking at the time of these Service Terms & Conditions are 

described below and are more fully described in the online “Help” screens.

       a)    Balance Reporting. Those Users to whom Client permits access to these functions may request and 

receive all Account information about one or more of the specified Accounts. This includes: the Account balance 

information, the status and description of any or all Items, Debits or Credits or charges related to the Account, 

the Account history and all other information about activity associated with the Account. Client’s Users are able 

to import or export data to or from Business Online Banking.

The balance of the Accounts linked to the Online or Mobile Services may change at any time as Bank processes 

items and fees against them, and the information provided to Client through a Service may become quickly 

outdated. Financial information obtained through Business Online Banking (including, without limitation, any text 

message alerts sent to a Mobile Device) reflects the most recent Account information available through the 

Service and may not be accurate or current. Client agrees that neither Bank nor Bank’s Service Provider will be 

liable for any errors or delays in the content, or for any actions taken in reliance thereon.

       b)    Stop Payments. The “Stop Payment Order” feature allows Client’s User to use Business Online 

Banking to request that Bank stop payment of any Item payable for an Account to which that User has access.

i)    The User whom Client specifies is allowed to transmit Stop Payments through Business Online 

Banking has full authority to do so without a written signature on file at Bank.

ii)    A Stop Payment placed by Client using Stop Payment shall be considered to be “in writing” for 

all legal purposes. Client will not receive written confirmation of an order placed using Stop 

Payment online. When Client uses Business Online Banking to request a Stop Payment order, 

Client’s order will remain valid for the period specified in the original Stop Payment request. 

Client acknowledges that (A) Bank will not, and will not be required to, notify Client of the 

expiration of any order; (B) it is Client’s sole responsibility to keep track of the expiration dates 

of, and/or renew, all such orders; and (C) Stop Payment orders are subject to the rules of the 

Uniform Commercial Code. If Client wishes to extend Client’s Stop Payment order beyond the 

expiration of Client’s initial request, Client must contact Bank and follow Bank’s procedures for 

renewing Stop Payment orders.

iii)    Client will incur a fee in the amount specified on Bank’s Fee Schedule for each Stop Payment 

request transmitted through Business Online Banking.

       c)    Funds Transfer. The “Funds Transfer” feature allows Client’s Users to use Business Online Banking to 

request transfers between those Accounts to which the User has access provided that the User has access to both 

Accounts. Funds Transfers will be processed on the same Business Day until End of Day.

       d)    Commercial Loan. The “Commercial Loan” function enables Client’s User to request that Bank 

deduct funds from a deposit Account and apply those funds as a payment to reduce the principal and/or interest 

amount outstanding under a loan Account. Client’s User may also request that Bank advance funds from the Line 

of Credit for transfer to another deposit Account increasing the principal and/or interest amount outstanding 

under a loan Account. Those Users to whom Client permits access may request and receive all Account information 

about one or more of the specified loan Accounts. This includes balance and interest information, along with 

historical activity.

4.    Security Procedures

Bank uses multi-level and multi-factor authentication in connection with Business Online Banking to help prevent 

unauthorized access to Accounts. Notwithstanding any other provision of these Service Terms, to the extent 

Client effects transactions via Business Online Banking without using these Security Procedures, Client will be 

precluded from asserting any claims against Bank for paying unauthorized, altered, counterfeit or other 

fraudulent items that such Security Procedure was designed to detect or deter, and Bank will not be required to 

re-credit Client’s Account or otherwise have any liability for paying such items.

       a)    Identification. A unique User identification code and password will be established for each User. 

Client must develop adequate internal procedures to prevent the disclosure of the codes and passwords to other 

persons and the unauthorized use of Business Online Banking. Bank will have no knowledge of the passwords 

established for each User and will have no responsibility for ensuring compliance with the procedures Client 

develops for protecting the confidentiality of such identifications.

b)    Secure Access Codes. Out-of-Band email and phone number access codes are used with certain Internet 

and Mobile

Services.

c)    Secure Socket Layer (SSL). Until notified otherwise by Bank, Client will use software that supports the SSL

protocol, or other protocols accepted by Bank, and will follow Bank's log-on procedures that support such 

protocols. Client acknowledges that Bank is not responsible for: (i) notifying Client of any upgrades, fixes or 

enhancements to any such software; or

(ii) any compromise of data transmitted across computer networks or telecommunications facilities, including, 

but not limited to, the Internet. With the exception of applications commonly known as web browser software, or 

other applications formally approved by Bank in writing, Client agrees not to: use any software, program, 

application or any other device to access or log on to Bank's computer systems, website or proprietary software; 

or automate the process of obtaining, downloading, transferring or transmitting any information to or from 

Bank's computer systems, website or proprietary Software.

       d)    Security Tokens. Bank also requires use of a one-time access code generated by Client’s Security 

Tokens for Clients with the ability to originate external transactions. The generated code can only be used once to 

provide a Business Online Banking authentication. A different code will be generated by the Security Token each 

time it is used. Bank will have no responsibility for ensuring compliance with the procedures Client develops for 

protecting the security of the Security Tokens.

i)    Client is responsible for tracking Security Tokens issued to Users. In particular, Client must 

confirm that the Security Tokens issued in tangible form are kept safe and secure, in Client’s 

possession and or the possession of Client’s Users at all times and that Users do not share 

Security Tokens or permit them to be copied, reverse engineered or otherwise tampered with. 

Further, Client and Client’s Users must not use the Security Tokens for other than for the 

purpose of identifying themselves to Bank in relation to Business Online Banking, and Client may 

not transmit or otherwise send the Security Tokens to any other unauthorized party.

ii)    If Client suspects any impropriety on the part of any User in connection with use of a Security 

Token or if a User with a tangible Security Token is leaving Client’s employment, Client must take 

immediate steps to ensure that the User is prevented from further access to Business Online 

Banking, including recovery, returning any tangible Security Token to Bank, or reassignment of 

the Security Token issued to the relevant User in such manner as designated by Bank.

iii)    Bank will not be liable to Client or to third parties for any loss whatsoever arising from 

unauthorized use of Security Tokens.

iv)    Bank grants Client and Client’s Users non-exclusive, non-transferable rights to the Security 

Tokens. Title to and rights in the Security Tokens reside in Bank and, except for specific rights 

granted to Client by license, neither Client nor any of Client’s Users will acquire any rights 

whatsoever in the Security Tokens. Bank will make all reasonable efforts to ensure that the 

Security Tokens will perform as necessary to permit Client’s access to Business Online Banking. 

BANK DISCLAIMS ALL WARRANTIES, WHETHER STATUTORY, EXPRESS OR IMPLIED, INCLUDING, 

BUT NOT LIMITED TO, ANY WARRANTY OF FITNESS FOR PARTICULAR PURPOSE, 

MERCHANTABILITY, DESIGN, QUALITY, PERFORMANCE, CONTINUOUS USE OR ERROR- FREE 

OPERATION. Client must notify Bank immediately if any Security Token fails to function and is 

responsible for the cost of replacing lost or damaged devices.

       e)    Dedicated Device. It is highly recommended that Client use a Dedicated Device to secure Business 

Online Banking activities in order to limit the possibility of viruses, malware or other software to be inadvertently 

downloaded to the device that could result in unauthorized access to the Client’s account. For this purpose, a 

“Dedicated Device” is a single computer or other device for online banking activity that is never used for reading 

email or browsing anywhere else on the web that:

*    Has an Internet browser that is restricted to the Business Online Banking site;

*    Has a firewall that is configured to restrict sharing and restricts the device to the Business Online 

Banking site;

*    Disables the use of media components such as USBs and CDs to prevent transmission into or from the 

device;

*    Prevents the computer/User from running any other business applications other than the 

browser for Business Online Banking;

*    Includes a process to prevent the device from being used to browse the Internet other 

than for accessing the Services; and

*    Prohibits wireless connectivity.

5.    Bank’s Responsibilities and Limitation of Liability

Bank will use Bank’s best efforts to provide Client with access to Business Online Banking in accordance with the 

provisions of these Service Terms & Conditions. However, in addition to the limits of liability in the Master 

Agreement, Bank will not be liable to Client for any damages whatsoever arising in connection with a failure of 

the communications network, the Equipment or the Services, or in connection with events beyond Bank’s control. 

Because Business Online Banking utilizes information contained in Bank’s databases that may not necessarily 

reflect all current transactions, Bank will not be liable to Client for any damages whatsoever arising in connection 

with the accuracy or completeness of information supplied through Business Online Banking regarding Client’s 

Accounts.

6.    Rejection of Business Online Banking Requests

Bank will have the right, but not the obligation, to reject any request transmitted via Business Online Banking if 

the request was incomplete or inaccurate in any respect, or if the request involves a transfer of funds from an 

Account in which there are insufficient Available Funds to cover the request. Should Bank, at Bank’s sole option, 

elect to honor a transfer request against insufficient funds, Client agree to pay Bank immediately upon demand 

any overdraft amounts, together with any and all overdraft fees and charges that may be assessed against 

Client’s Account in accordance with the terms of Account Agreement.

7.    Business Mobile Banking

Based on the permissions established in Business Online Banking, Client may use Mobile Banking in the same 

manner Client uses Business Online Banking, to: (a) view current balance information for Accounts linked to the 

Service; (b) review available transactions for Accounts; (c) transfer funds between Accounts on a one-time basis; 

(d) view Account alerts and notifications; (e) submit a Bill Payment to Payees previously set up via Business Online 

Banking; (f) pay eBills; and (g) view payment history. In addition, Users may approve or reject ACH batch files for 

processing; approve or reject Wire Transfer requests; and approve or reject Positive Pay Exceptions.

a)    Restrictions on Use.

i)    Client will not use the Mobile Service in or for any illegal, fraudulent, unauthorized or improper 

manner or purpose and will only use it in compliance with all applicable laws, rules and 

regulations, including all applicable state, federal, and international Internet, data, 

telecommunications, telemarketing, “spam,” and import/export laws and regulations, including 

the U.S. Export Administration Regulations. Without limiting the foregoing, Client will not use 

the Mobile Services to transmit or disseminate: (A) junk mail, spam, or unsolicited material to 

persons or entities that have not agreed to receive such material or to whom Client does not 

otherwise have a legal right to send such material; (B) material that infringes or violates any 

third party’s intellectual property rights, rights of publicity, privacy, or confidentiality, or the 

rights or legal obligations of any wireless service provider or any of its clients or subscribers; (C) 

material or data that is illegal, or material or data, as Bank determines (in Bank’s sole 

discretion), that is harassing, coercive, defamatory, libelous, abusive, threatening, obscene, or 

otherwise objectionable, materials that are harmful to minors or excessive in quantity, or 

materials the transmission of which could diminish or harm Bank’s or Bank’s Service Provider’s 

reputation; (D) material or data that is alcoholic beverage- related (e.g., beer, wine, or liquor), 

tobacco-related (e.g., cigarettes, cigars, pipes, chewing tobacco), guns or weapons-related (e.g., 

firearms, bullets), illegal drugs-related (e.g., marijuana, cocaine), pornographic- related (e.g., 

adult themes, sexual content), crime-related (e.g., organized crime, notorious characters), 

violence-related (e.g., violent games), death-related (e.g., funeral homes, mortuaries), hate-

related (e.g., racist organizations), gambling-related (e.g., casinos, lotteries), specifically 

mentions any wireless carrier or copies or parodies the products or services of any wireless 

carrier; (E) viruses, Trojan horses, worms, time bombs, cancelbots, or any other computer 

programming routines that are intended to damage, detrimentally interfere with, 

surreptitiously intercept or expropriate any system, data, or personal information; (F) any 

material or information that is false, misleading, or inaccurate; (G) any material that would 

expose Bank or any of Bank’s Affiliates or Bank’s Service Provider, or any other third party, to 

liability; or (H) any signal or impulse that could cause electrical, magnetic, optical, or other 

technical harm to the equipment or facilities of the Service Provider and its Affiliates, or any 

other third party.

ii)    Client will not attempt to: (A) access the Mobile Services for a use that has not been 

authorized; (B) use or attempt to use a third party’s account; (C) interfere in any manner with 

the provision of a Mobile Service, the security of a Mobile Service, or other customers of a 

Mobile Service; or (D) otherwise abuse the Mobile Services.

       b)    Security Procedures. Client must comply with the Security Procedures for the Mobile Services, as 

they may be revised from time to time. Client will login and complete the Enrollment Process using the assigned 

secure access code. Client is solely responsible for keeping Client’s applicable User ID, passcodes, and other 

access/ Account information relative to the Mobile Services secret and confidential, and Client shall not disclose 

such information to any unauthorized person and shall take all steps necessary to prevent discovery of such 

information by any unauthorized person. Client must inform Bank as soon as reasonably practicable if Client 

knows or suspects that someone else knows such information or that unauthorized transactions have taken place 

and if Client fail to do so Client may be liable for any unauthorized transactions made.

       c)    Liability/ Fees and Charges. Neither Bank, Bank’s Affiliates nor the Service Provider will be liable for 

any errors in the content of information obtained or transmitted through the Mobile Services, or for any actions 

taken in reliance thereon (including, but not limited to, the type of alerts and other preferences Client select). 

Client is responsible for any and all charges, including, but not limited to, fees associated with text messaging or 

data usage rates imposed by Client’s telecommunications carrier. Bank is not responsible for any damages 

resulting from Client’s failure to comply with any terms and conditions provided by any telecommunications 

carrier or any app store. Any losses or charges incurred through the loss of a Mobile Device or the safeguarding (or 

failure to adequately safeguard) of User IDs and passcodes will remain Client’s sole responsibility.

       d)    Privacy and User Information. In connection with Client’s use of Mobile Banking, Bank and the Service 

Provider may receive and may share with one another names, domain names, addresses, telephone and device 

numbers, the content of messages, data files and other data and information provided by Client or from other 

sources in connection with the Mobile Services. Bank and the Service Provider will maintain reasonable safeguards 

to protect the User information from unauthorized disclosure or use, but Bank reserves the right to use and 

disclose the User information as reasonably necessary to deliver the Mobile Services and as otherwise permitted 

by law, including, without limitation, compliance with court orders or instructions from a Government agency, to 

protect the personal safety of subscribers or the public, to defend claims, and as otherwise authorized by Client.

Bank and the Service Provider also reserve the right to monitor the use of Mobile Banking for purposes of 

verifying compliance with applicable law, these Service Terms & Conditions and any applicable license, but 

disclaim any obligation to monitor, filter, or edit any content.

       e)    Mobile Banking Limitations. It is important that Client understands the limitations of the Mobile 

Services, including but not limited to the following:

i)    Because Mobile Banking is accessible only through Client’s Mobile Device, Client’s access to the 

Mobile Services may be limited by the service provided by Client’s telecommunications carrier.

ii)    There may be technical or other difficulties related to Mobile Banking. These difficulties may 

result in loss of data, personalized settings or other the Service interruptions. Bank does not 

assume any responsibility for the timeliness, deletion, or misdelivery of any user data, failure 

to store user data, communications or personalized settings in connection with Client’s use of a 

Mobile Banking; nor for the delivery or the accuracy of any information requested or provided 

through Mobile Banking.

iii)    Bank reserves the right to block access or delete the Mobile Banking Software from Client’s 

Mobile Device if Bank or Bank’s Service Provider has reason to believe Client is not complying 

with these Service Terms & Conditions, or has reason to suspect Client’s Mobile Device has 

been infected with malicious software or virus.

8.    Mobile Deposit

       a)    For Mobile Deposit, Client must enroll in the Service and Users must download Bank’s Mobile 

Banking App on their Mobile Devices. All of the terms applicable to the Remote Deposit Capture Service, 

including Client’s representations and warranties and limitations, apply to Mobile Deposit. Each Check must be 

endorsed “For Mobile Deposit to Community Bank & Trust."

 Part III:  SERVICE TERMS & CONDITIONS    

The following Service Terms & Conditions for each Service apply when Client completes the appropriate Set-up 

Schedules for the Treasury Management Service(s) identified below (which are accepted by Bank) or when Client 

otherwise uses a Service. The Service Terms & Conditions for each Service shall apply only to the described Service 

and shall not be applicable to Services not used by Client.

ACH ORIGINATION SERVICE TERMS & CONDITIONS

1.    Scope of ACH Service

These Service Terms & Conditions set forth the terms and conditions under which Client will use Bank’s ACH 

Origination Service to initiate Credit and/or Debit Entries and under which Bank will act as an Originating 

Depository Financial Institution (“ODFI”) with respect to such Entries. Client agrees to be bound by the NACHA 

Rules and agrees that no communications that violate United States law may be initiated. Client will be 

responsible for and will fully indemnify Bank for any and all fines and assessments imposed on Bank as a result of 

any infraction or violation of the NACHA Rules by or attributable to Client.

2.    Definitions

Unless otherwise defined herein, capitalized terms will have the meanings provided in the Master Agreement and 

the NACHA Rules.

3.    Transmittal of Entries by Client

Client shall transmit Credit and Debit Entries to Bank on or before the daily deadline established through Business 

Online Banking. Same Day Entries may be initiated with the prior approval of Bank and subject to a fee disclosed 

by Bank, as long as the amount is less than the per Item thresholds established by NACHA and the format 

requirements are met. The total dollar amount of Entries transmitted by Client for any given Settlement Date shall 

not exceed the approved Daily Exposure Limit, which is established by Bank as part of Client’s set up and is 

reflected on the Set-up Schedule. The exposure limit may be changed in Bank’s discretion.

       a)    Each Entry initiated by Client will be prepared and submitted in mutually agreed-upon medium and 

in format specified by Bank and the NACHA Rules. Bank may reject or refuse to execute an Entry or files or tapes 

containing Entries not prepared in accordance therewith. Bank processes CCD, CTX and PPD Entries as part of its 

standard service package, including child support and tax payments. ARC, WEB and TEL Entries may be processed 

as additional services and will require Client to make additional representations and warranties. Bank will notify 

Client if it determines to process additional types of Entries.

       b)    In submitting any Entry, Client is responsible for providing all information required by Bank. Client 

bears sole and exclusive responsibility to verify that the information set forth in Entries submitted to Bank is 

authentic, accurate and conforms to the NACHA Rules. The Service provided hereunder is only designed to 

respond to information provided by Client. Accordingly, any inaccuracy in any information provided by Client may 

result in unintended processing by Bank. Bank bears no responsibility for detecting or reporting any error in data 

supplied by Client and shall not be liable to Client for any information provided by Client with respect to an Entry, 

which is inaccurate, incomplete or otherwise incorrect.

       c)    Client shall ensure that any Addenda Information, in the form of payment, remittance or related data 

that Client seeks to transmit electronically through Bank in conjunction with an Entry, is accurate, in proper form, 

and conforms to any and all requirements of the NACHA Rules. Bank reserves the unrestricted right to decline to 

transmit any Addenda Information on the basis that it is unreadable or non-processable as well as for any other 

reason provided for under the NACHA Rules. In the event that Bank agrees to transmit and/or receive any 

Addenda Information on Client's behalf, Bank shall not be responsible for insuring and/or maintaining the 

confidentiality of any such Addenda Information.

4.    Security Procedures

        a)    Entries transmitted via Bank’s Business Online Banking Service must comply with the Security 

Procedures described in Part II hereof with respect to Entries transmitted by Client to Bank, including the use of 

Security Tokens. In addition, voice/PIN approvals may be made via Mobile Device under the Mobile Banking 

terms. Bank also employs ACH monitoring Software. 

        b)    Bank standard is to require that each batch file delivered through Business Online Banking be 

created or modified by means of Dual Control. Bank strongly recommends that Client elect to use Dual Control. 

Client acknowledges and agrees that, in addition to the limitations on Bank’s liability and Client’s indemnification 

of Bank otherwise provided in this Agreement, Client assumes all additional risk and liability if it opts out of Dual 

Control and agrees to indemnify and hold Bank and its officers, directors, employees and agents free and 

harmless from and against any and all claims, demands, expenses (including, without limitation, attorneys’ fees, 

expenses and costs), losses or damages of any nature whatsoever that are incurred by Client as a result of Client’s 

decision to opt out of Dual Control.

       c)    Client acknowledges that the purpose of such Security Procedures is for verification of authenticity 

and not to detect an error in the transmission or content of a Request. No Security Procedures for the detection 

of any such error has been agreed upon by Bank and Client. Client has the option of receiving email and/or text 

message alerts with file totals and agrees to act upon these alerts when received and contact Bank for any 

questionable transactions. If Client elects to receive text message alerts, standard text message rates may apply. 

If Client chooses not to receive alerts, Client cannot hold Bank responsible for fraudulent or incorrect files.

       d)    If an Entry (or a request for cancellation or amendment of an Entry) received by Bank purports to 

have been transmitted or authorized by Client, it will be deemed effective as Client’s Entry (or request) and Client 

shall be obligated to pay Bank the amount of such Entry even though the Entry (or request) was not authorized by 

Client, provided Bank accepted the Entry in good faith and acted in compliance with the Security Procedures with 

respect to such Entry.

5.    Processing, Transmittal and Settlement by Bank

       a)    Except as provided in Section 6, On-Us Entries, and Section 7, Rejection of Entries, Bank shall (i) 

process Entries received from Client to conform with the file specifications set forth in the NACHA Rules; (ii) 

transmit such Entries as an ODFI to the Chicago Federal Reserve acting as an Automated Clearing House 

Operator, and (iii) settle for such Entries as provided in the NACHA Rules.

       b)    Bank shall transmit such Entries to the ACH Operator prior to the Effective Settlement Date shown in 

such Entries, provided (i) such Entries are received by Bank’s related Cut-off Time on a Business Day; (ii) except for 

Same Day Entries, the Effective Entry Date is at least one day prior to Effective Settlement Date; and (iii) the ACH 

Operator is open for business on such Business Day. Entries shall be deemed received by Bank in the case of 

transmittal by electronic transmission, when the transmission (and compliance with any related Security 

Procedures provided for herein) is completed.

       c)    If any of the requirements of clause, (i), (ii), or (iii) of Section 5(b) is not met, Bank shall use 

reasonable efforts to transmit such Entries to the ACH Operator by the next deposit deadline of the ACH Operator 

which is a Business Day and a day on which the ACH Operator is open for business.

6.    On Us Entries

Except as provided in Section 7, Rejection of Entries, in the case of an On Us Entry received for credit or debit, 

Bank shall credit or debit the Receiver’s account in the amount of such Entry on the Effective Settlement Date 

contained in such Entry, provided the requirements set forth in clauses (i) and (ii) of Section 5(b) are met. If either 

of those requirements is not met, Bank shall use reasonable efforts to credit the Receiver’s account in the amount 

of such Entry no later than the next Business Day following such Effective Settlement Date.

7.    Rejection of Entries

Entries may be rejected by Bank or the ACH Operator for reasons specified in the NACHA Rules. Bank may reject 

any Entry which does not comply with the requirements of Section 3, Transmittal of Entries by Client, or Section 

4, Security Procedures. Bank may reject an On Us Entry, for any reason for which an Entry may be returned under 

the NACHA Rules. Bank may reject any Entry if Client has failed to comply with its account balance obligations 

under Section 14, Payment; Prefunding. Bank shall notify Client by phone, fax, electronic transmission, secure 

email or in writing of such rejection no later than the Business Day such Entry would otherwise have been 

transmitted by Bank to the ACH Operator or, in the case of an On Us entry, its Effective Settlement Date. Notices of 

rejection shall be effective when given. Bank shall have no liability to Client by reason of the rejection of any such 

Entry or the fact that such notice is not given at an earlier time than that provided for herein. Client may remake 

any rejected Entry as long as it corrects the cause of the rejection.

8.    Returns and Notifications of Change

       a)    Returns. Bank shall notify Client by phone, fax, electronic transmission, email (including the Fed ACH 

Payments Reporter Service or ARS Reporter Service) or in writing of the receipt of a returned Entry from the ACH 

Operator no later than one Business Day after the Business Day of such receipt. Except for an Entry retransmitted 

by Client in accordance with the requirements of Section 3, Transmittal of Entries by Client, Bank shall have no 

obligation to reinitiate a returned Entry to the ACH Operator if Bank complied with the terms of these Service 

Terms & Conditions with respect to the original Entry. Client shall be responsible for remaking and resubmitting 

any Debit Entries returned due to nonsufficient or uncollected funds, except where Client requests, and Bank is 

capable, Bank will automatically redeposit Debit Entries returned due to insufficient or uncollected funds. Neither 

Client nor Bank shall knowingly resubmit Debit Entries returned due to stop payment, revocation or termination 

of authorization. Client shall be responsible for collecting any such funds due to it by other means. Bank may 

debit the Account for all funds that Client has received for Entries that are subsequently returned.

       b)    Limits on Reinitiation of Returned Entries. Client’s rights to reinitiate a returned Entry under the 

NACHA Rules is limited: (i) where Client requests, and Bank is capable, Bank may reinitiate Debit Entries returned 

due to insufficient or uncollected funds, but not more than two times following the return; (ii) Client may also 

reinitiate an Entry when corrective action has been taken to remedy the reason for the return; (iii) neither Client 

nor Bank shall knowingly resubmit Debit Entries returned due to stop payment unless reinitiation has been 

separately authorized by the Receiver after the Entry was returned; and (iv) Client may not reinitiate Entries 

returned as unauthorized or returns due to revocation or termination of an authorization. Entries must in all 

events be reinitiated no later than 180 days of the Settlement Date of the original Entry.

       c)    Excess Return Rates. Bank will monitor the return rates of Client’s Entries and may require corrective 

action in the event of excess return rates. Bank will require a detailed plan from Client (no later than ten (10) 

Business Days after request) to reduce return rates considered excessive under the NACHA Rules or may terminate 

these Service Terms & Conditions. Bank may charge Client any fines or fees assessed against it by NACHA or an 

RDFI for returned Entries.

       d)    Dishonor of Returned Entry. Bank may dishonor a returned Entry to the RDFI if the returned Entry 

was untimely, contained incorrect information, was misrouted, was a duplicate, or resulted in an unintended 

credit to a Receiver related to the reversal process. Bank will transmit any dishonored return Entry within five (5) 

Business Days of the Settlement Date of the return.

       e)    Notification of Change. Bank shall provide Client all information, as required by the NACHA Rules, 

with respect to each Notification of Change (“NOC”) Entry or Corrected NOC Entry received by Bank relating to 

Entries transmitted by Client. Bank will provide such information to Client by phone, fax, electronic transmission, 

email (including the Fed ACH Payments Reporter Service or ARS Reporter Service) or in writing no later than one 

Business Day after the Business Day of such receipt of each NOC or Corrected NOC Entry. Client shall ensure that 

changes requested by the NOC or Corrected NOC (except NOCs that are in response to a prenotification) are 

made within six (6) Business Days of Client’s receipt of the NOC information from Bank or prior to initiating 

another Entry to the Receiver’s account, whichever is later. Bank may refuse an NOC containing incorrect or 

incomplete information.

9.    Reversals and Adjustments

       a)    Reversals. Client or Bank may initiate Reversing Entries to correct Erroneous Entries.  The initiation 

of Reversing Entries for any reason other than those explicitly permissible in the definition of Erroneous Entry is 

prohibited. In initiating a Reversing Entry, Client warrants that it has initiated Reversing Entries or files within five 

(5) Business Days of the original Entry or Entries and within twenty-four (24) hours of discovery of the error.. 

Client also warrants that the account holder of a Reversing Entry has been notified of the reversal, and the reason 

for the reversal, no later than the settlement day Settlement Date of the reversal. For both Reversing Entries and 

files, Client shall indemnify all parties to the transactions(s) from and against any claim, demand, loss, liability or 

expense.

       b)    Adjustments. Bank will give Client prompt notice of Adjustment Entries received by Bank, and Bank 

is authorized to debit or credit the Account for such Adjustment Entries.

10.    Cancellations or Amendment by Client

Client shall have no right to cancel or amend any individual Entry after release to the ACH Operator, except as 

permitted by the NACHA Rules. However, if such request complies with the Security Procedures, Bank will use 

reasonable efforts to act on a request by Client for cancellation of an Entry batch or file prior to transmitting it to 

the ACH Operator or, in the case of an On Us Entry, prior to crediting a Receiver’s account. Bank shall not be 

responsible if such cancellation is not effected. Client shall reimburse Bank for any expenses, losses, or damages 

Bank may incur in effecting or attempting to effect the cancellation or amendment of an Entry. Reversals have to 

be accomplished in accordance with NACHA Rules.

11.    Prenotifications

At its option, Client may send prenotification that it intends to initiate an Entry to a particular account in 

accordance with the procedures set forth in the NACHA Rules or as established by Bank. Client may not initiate live 

dollar Entries until at least three (3) Business Days following the Settlement Date of the prenotification (as long as 

there is not a return or NOC related to the prenotification received by Bank by the opening of business on the 

second Business Day following such Settlement Date). The prenotification can be returned or result in an NOC. If 

the prenotification is returned, Client shall research the reason for return and make any necessary corrections 

before transmitting another Entry. If the prenotification results in an NOC that Bank receives by the opening of 

business on the second Business Day following such Settlement Date, Client must make the required changes 

prior to a subsequent Entry to the Receiver’s account. If the NOC is received after that time, Client must make 

required changes within six (6) Business Days or prior to a live Entry, whichever is later.

12.    Right to Refund for Debit Entries

When initiating a Debit Entry, Client acknowledges the right of a third party to stop payment on such Entry to a 

Consumer's account or to obtain a return of the funds withdrawn from a Consumer's account in accordance with 

the procedures set forth in the NACHA Rules and pursuant to Regulation E. Client shall promptly reimburse Bank 

for all funds Client has received when a Consumer follows these procedures.

13.    Provisional Payment and Credit  

      a)    Client shall be bound by and comply with the provision of the NACHA Rules (among other provisions 

of the NACHA Rules) making payment of an Entry by the RDFI to the Receiver provisional until receipt by the RDFI 

of final settlement for such Entry. Client specifically acknowledges that it has received notice of the rule regarding 

provisional payment and of the fact that, if such settlement is not received, the RDFI shall be entitled to a refund 

from the Receiver of the amount credited and Client shall not be deemed to have paid the Receiver the amount of 

the Entry. Client shall indemnify Bank against any loss, liability or expense (including attorneys’ fees and costs) 

resulting from or arising out of any breach of any of the foregoing warranties, representations, or agreements.

      b)    For a non-consumer Credit Entry subject to UCC Article 4A (such as CCD and CTX), Client understands: 

(i) the Credit Entry may be transmitted through the ACH system; (ii) the rights and obligations of the Originator 

concerning the Entry are governed by and construed in accordance with the laws of the State of New York, unless 

the Originator and the ODFI have agreed that the laws of another jurisdiction govern their rights and obligations; 

(iii)  credit given by Bank to Client for the Entry is provisional until Bank has received final settlement through a 

Federal Reserve Bank or otherwise has received payment as provided for in Section 4A-403(a) of UCC Article 4A; 

and (iv) if Bank does not receive such payment for the Entry, Bank is entitled to a refund from Client in the 

amount of the credit to the Account, and the Originator will not be considered to have paid the amount of the 

Credit Entry to Client.

14.    Payment; Prefunding

       a)    Client Payment. Bank shall debit Client’s Account for the amount of each Credit Entry that Client 

transmits to Bank pursuant to these Service Terms & Conditions and for each Debit Reversal on the Effective 

Settlement Date, unless Client prefunds Credit Entries by paying for them on the same date as the Entries are 

received by Bank. Bank reserves the right at any time to require such payment before Bank processes Credit 

Entries. Client will immediately pay Bank for any returned Debit Entry and any adjustment Entries Bank previously 

credited to the Account.

       b)    Bank Payment. Bank shall pay Client the amount of each Debit Entry transmitted by Bank pursuant 

to these Service Terms & Conditions at such time on the Effective Settlement Date with respect to such Debit 

Entry as Bank, in its discretion, may determine, and the amount of each On Us Entry at such time on the Effective 

Entry Date with respect to such Entry as Bank, in its discretion, may determine. Bank reserves the right, in its 

discretion, to delay payment of any or all Debit Entries to Client hereunder. Bank shall promptly pay Client the 

amount of each Credit Entry returned by an RDFI that was transmitted by Bank pursuant to these Service Terms & 

Conditions.

       c)    Accounts. Bank may, without prior notice or demand, obtain payment of any amount due and 

payable to it under these Service Terms & Conditions by debiting the Accounts identified as Client’s Accounts on 

Entries that Client transmits to Bank hereunder. Client shall at all times maintain a balance of Available Funds in 

the Account sufficient to cover its payment obligations under these Service Terms & Conditions. In the event 

there are not sufficient Available Funds in the Account to cover Client’s obligations under these Service Terms & 

Conditions, Client agrees that Bank may, but it is not obligated to, debit any account maintained by Client with 

Bank or any affiliate of Bank or that Bank may set off against any amount it owes to Client, in order to obtain 

payment of Client’s obligations under these Service Terms & Conditions.

       d)    Prefunding. Bank reserves the right from time to time and on written notice to Client to require 

Client to pay Bank in collected funds the amount of any Entry up to three (3) Business Days in advance of 

transmittal of the Entry by Bank or otherwise to require adequate collateral to secure in advance the amount of 

such payment. Once Bank has given written notice of such requirement, Client agrees to comply with this 

prepayment or collateralization obligation until such time as Bank shall give notice in writing waiving all or any 

part of such requirement.

15.    Client Representations and Agreements; Indemnity

In addition to the representations and warranties of Client that may be included in the Master Agreement, 

Client represents, warrants and agrees that with respect to each and every Entry transmitted by Client:

       a)    Each person or company shown as the Receiver on an Entry received by Bank from Client has 

authorized the initiation of such Entry and the crediting or debiting of its account in the amount and on the 

Effective Settlement Date shown on such Entry.

       b)    Such authorization is operative at the time of transmittal or crediting or debiting by Bank as provided 

herein and has not been revoked.

c)    Entries transmitted to Bank by Client are limited to those types of Credit or Debit Entries authorized by 

Bank.

       d)    Client shall perform its obligations under these Service Terms & Conditions in accordance with the 

NACHA Rules and all applicable laws and regulations. Without limiting the foregoing, with respect to each and 

every Entry transmitted by Client, Client represents and warrants to Bank and agrees that (i) it will not initiate any 

transactions in violation of the requirements or sanctions of OFAC or act on behalf of, or transmit funds to or 

from, any party subject to OFAC sanctions, and (ii) it will not initiate any transactions in violation of or restricted 

under the UIGEA or its implementing regulations.

       e)    Client shall, with respect to information transmitted or exchanged between Client and the ODFI, 

RDFI, ACH Operator or a Receiver using an Unsecured Electronic Network, both prior to the key entry and 

through transmission of any such information (i) Encrypt the information or (ii) transmit or receive the 

information via a secure session, in either case using a commercially reasonable security technology that complies 

with applicable regulatory requirements. Client shall implement advancements to such encryption technology as 

they become available.

       f)    If a Receiver alleges an error under the Electronic Fund Transfer Act, Regulation E or any other 

applicable law with regard to a Debit Entry, including a claim that a Debit Entry was unauthorized, Client shall 

promptly investigate the claim of error and shall, upon Bank’s request, provide Bank with copies of all 

documentation relating to such error to allow for appropriate adjustments to the Receiver’s account, if any are 

required.

16.    Bank Responsibilities; Liability; Limitations on Liability; Indemnity

       a)    In the performance of the Service, Bank shall be entitled to rely solely on the information, 

representations, and warranties provided by Client pursuant to these Service Terms & Conditions, and shall not 

be responsible for investigating or confirming the accuracy or completeness thereof. Bank shall not be responsible 

for Client’s acts or omissions (including without limitation the amount, accuracy, timeliness of transmittal or 

authorization of any Entry received from Client) or those of any other person, including without limitation any 

Federal Reserve Bank (including any service provided by any Federal Reserve Bank), Automated Clearing House or 

transmission or communications facility, any Receiver or RDFI (including without limitation the return of an Entry 

by such Receiver or RDFI), and no such person shall be deemed Bank’s agent. Client shall indemnify Bank against 

any loss, liability or expense (including attorneys’ fees and expenses) resulting from or arising out of any claim of 

any person that Bank is responsible for any act or omission of Client or any other person described in this Section 

15(a).

       b)    Without limiting the generality of the foregoing provisions and in addition to the limitations provided 

in the Master Agreement, Bank shall be excused from failing to act or delay in acting if such failure or delay is 

caused by legal constraint (including, but not limited to, suspected violations of an OFAC sanctions policy), 

interruption of transmission or communication facilities, equipment failure, war, events of terrorism, emergency 

conditions or other circumstances beyond Bank’s control. In addition, Bank shall be excused from failing or 

delaying the transmission of an Entry if such transmittal would result in Bank’s exceeding any limitation upon its 

intra-day net funds position established pursuant to present or future Federal Reserve guidelines or if, in Bank’s 

reasonable judgment, such transmission involves possible fraudulent activity or would violate provisions of any 

present or future risk control program of the Federal Reserve, or any other rule or regulation of any other U.S. 

governmental regulatory authority.

17.    Authorizations and Data Retention 

      a)    In addition to the representations and warranties of Client that are included herein, Client 

represents, warrants and agrees that with respect to each and every Entry transmitted by Client: (i) each person 

or company shown as the Receiver on an Entry received by Bank from Client has authorized the initiation of such 

Entry and the crediting or debiting of its account in the amount and on the Effective Settlement Date shown on 

such Entry; (ii) such authorization was obtained in the manner permitted by the NACHA Rules or under 

Applicable Law; and (iii) such authorization is operative at the time of transmittal or crediting or debiting by Bank 

as provided herein and has not been revoked

      b)    Client shall retain data on file adequate to permit remaking of Entries for fourteen (14) Business Days 

following the date of their transmittal by Bank as provided herein and shall provide such data to Bank upon its 

request. Without limiting the generality of the foregoing provision, Client specifically agrees to be bound by and 

comply with all applicable provisions of the NACHA Rules regarding the retention of documents or any record, 

including, without limitation, Client’s responsibilities to retain all items, source documents, and records of 

authorization in accordance with the NACHA Rules. 

      c)    Client shall retain proof of authorizations for two (2) years after they expire. Client must provide a 

copy of such authorization to Consumer Receivers for Debit Entries to be initiated and must respond to Bank 

within five (5) Business Days of a request with an accurate record evidencing the Receiver’s authorization.

18.    Cooperation in Loss Recovery Efforts

In the event of any damages for which Bank or Client may be liable to each other or to a third party pursuant to 

the Services provided under these Service Terms & Conditions, Bank and Client will undertake reasonable efforts 

to cooperate with each other, as permitted by applicable law, in performing loss recovery efforts and in 

connection with any actions that the relevant party may be obligated to defend or elects to pursue against a third 

party.

19.    ACH Security Framework

The NACHA Rules require that each non-consumer Originator must establish, implement, and update, as 

appropriate, policies, procedures, and systems with respect to the initiation, processing, and storage of Entries 

that are designed to: (a) protect the confidentiality and integrity of Protected Information until its destruction; (b) 

protect against anticipated threats or hazards to the security or integrity of Protected Information until its 

destruction; (c) protect against unauthorized use of Protected Information that could result in substantial harm to 

a natural person. “Protected Information” for this purpose means the non-public personal information, including 

financial information, of a natural person used to create, or contained within, an Entry and any related addenda 

record. Such policies, procedures, and systems must include controls that comply with applicable regulatory 

guidelines on access to all systems used by such non-consumer Originator to initiate, process, and store Entries. 

Client agrees to develop and implement policies and procedures and establish oversight that will comply with the 

ACH Security Framework rule to ensure the protection of security and integrity of ACH sensitive data throughout 

its lifecycle. Client must also protect Depository Institution Account Numbers by rendering them unreadable 

when stored electronically no later than the time it reaches the Entry thresholds established by NACHA. Client 

shall notify Bank immediately upon learning that any unauthorized person may have gained access to sensitive 

ACH data as defined by the ACH Security Framework rule.

20.    Financial Information, Audit and Risk-Based Procedures

Client agrees to furnish Bank with financial statements, in a form acceptable to Bank, upon Bank’s request. Client 

further agrees to furnish Bank upon request with copies of Federal Tax Returns upon their preparation each year 

together with all other financial information reasonably requested by Bank. Bank shall have the right from time to 

time in its sole discretion to audit Client’s compliance with the terms of these Service Terms & Conditions, 

including Client’s compliance with the NACHA Rules and these Service Terms & Conditions, and to require that 

Client submit to Bank the results of Client’s self-assessment of such compliance in a form as required by Bank. 

Furthermore, Client agrees that by the appropriate date in 2026 (based on ACH volume) it will have established 

and implemented risk-based processes and procedures reasonably intended to identify Entries that are suspected 

of being unauthorized or authorized under False Pretenses (as defined in the NACHA Rules). 

21.    Client’s Use of Third-Party Service Provider

Client shall not engage a third-party service provider (“TPSP”) to generate and/or transmit Entries to Bank 

without the prior written consent of Bank and without requiring such TPSP to first enter into a written agreement 

with Bank setting out the relationship, rights and duties between such TPSP and Bank. Client agrees any such 

TPSP shall be Client’s agent for all purposes under this Service, including the right of Bank to give notices to the 

TPSP and receive directions from the TPSP, all on behalf of Client. The TPSP must also comply with the ACH 

Security Framework rule described above and submit to audits for compliance with the NACHA Rules. Client shall 

indemnify Bank against any loss, liability or expense, including reasonable attorney’s fees, with regard to a breach 

of these Service Terms & Conditions that may result from the actions of a TPSP.

ACH DEBIT BLOCK AND ACH POSITIVE PAY SERVICES TERMS & CONDITIONS

1.    Scope of ACH Debit Block Service

These Service Terms & Conditions set forth the requirements for Bank to stop payment on all or some ACH Debit 

Entries to the Account(s). Client will provide Bank with the Debit Block specifications on the Set-up Schedule for 

Debit Entries on which Client desires Bank to stop payment to Client’s Account. Client agrees to comply with the 

NACHA Rules for all Entries.

a)    Bank Rights and Responsibilities

i)    Bank will automatically return any Debit Entry that meets the Debit Block specifications.

ii)    Bank may also return an Entry that would be returned for any reason under the NACHA Rules. 

Bank may also pay any Entries, reversals or adjustments which Bank is required to accept under 

the NACHA Rules, operating circulars or any other applicable rule, guideline or regulation.

iii)    The ACH Block Service does not apply to transactions between Client and Bank, and Bank may 

pay Entries that Client has authorized Bank to originate against Client’s Account (e.g., loan or 

credit card payments), whether or not Client has included these in Client’s authorization 

criteria.

       b)    If a Debit Block is terminated for any reason, Bank will no longer be obligated to monitor Entries 

against Client’s authorization criteria and will receive and accept or return Entries to Client’s account in 

accordance with Bank’s normal procedures. Client still has the right to return Entries in accordance with the 

NACHA Rules.

       c)    If Client also subscribes to the ACH Positive Pay Service, Client will still need to make Client’s pay or 

return decisions under Client’s ACH Positive Pay Service. Such decisions will supersede the terms contained in 

Client’s ACH Debit Block Service.

2.    Scope of ACH Positive Pay Service

Client may use the ACH Positive Pay Service to allow specified ACH Debits to be debited to Client’s Account, and 

to decline to allow other specified ACH Debits to be so debited. Client may also use the ACH Positive Pay Service 

to establish rules to apply to future ACH Debits, so that such future ACH Debits will be allowed automatically.

a)    Terms of Service

i)    Bank may establish time periods and Cut-off Times within which Client may act on a particular 

ACH Debit, and may change such time periods and deadlines at any time without notice. Client 

may establish limits and restrictions on the types or rules that Client may establish with respect 

to ACH Debits.

ii)    User permissions are established online for ACH Positive Pay. Client must access the daily 

reports of Exception Items via Business Online Banking. Using such website, Client must then 

notify Bank which Exception Items to Pay/Accept or which to Return. If Client fails to notify 

Bank by the Cut-off Time, Bank will handle the Exception Items in accordance with the 

prescribed default procedure of Pay/Accept.

iii)    Where available Client may request to receive certain types of notifications of Client Exception 

Items. These notifications are further described in the applicable Schedules.

b)    Bank Rights

Client acknowledges that Bank’s ACH Positive Pay Service does not preclude Bank’s standard ACH processing 

procedures, which may cause an ACH Entry to be dishonored even if Client instructions do not otherwise require 

Bank to return such ACH Entry. Client acknowledges that Bank’s ACH Positive Pay Service is intended to be used 

to identify and return ACH Entries which Client suspects in good faith are unauthorized. The Service is not 

intended to be used as a substitute for authorization instructions or to delay Client pay/accept return decisions 

on Exception Items, including and not limited to stop payment orders on ACH Entries which are not suspected in 

good faith to be unauthorized. If Bank suspects or deems, in Bank’s sole discretion, that Client is using the ACH 

Positive Pay Services contrary to those intentions, Bank may require Client to provide evidence that ACH Entries 

Bank returns pursuant to Client instructions were in fact unauthorized. In addition, Bank may hold Client liable 

for losses Bank sustains on ACH Entries which Bank is requested to return under such ACH Positive Pay Services 

and which Client does not reasonably establish as unauthorized ACH Entries.

ACCOUNT RECONCILIATION TERMS & CONDITIONS

1.    Scope of Account Reconciliation Service

The purpose of the Service is to provide automated reconciliation of Client’s Account on the basis of an 

Electronic Issue File created in accordance with Bank and Client’s specifications.

2.    Definitions

Unless otherwise defined herein, capitalized terms have the meanings provided in the Master Agreement.

“Account Recon”: The reconciliation of Client’s Account by matching the Electronic Issue File against 

Checks paid from Client’s Account.

“Electronic Issue File”: Client’s prepared, transmitted file of Items issued against Client’s Account 

for purposes of performing Account Reconciliation.

“Outstanding Items List”: Bank’s report summary in electronic form provided at the end of the 

Reconciliation Period and providing the information required by Client.

“Paid Items List”: Bank’s report summary listing the reconciliation of Client’s Account reflecting the 

information required by Client.

“Reconciliation Period”: The accounting period, which Client has designated as being covered by the Service.

3.    Transmission and Input of Electronic Issue File Information

On any day, whether or not a Business Day, on which Client issues a Check or other Debit Item drawn on the 

Account, Client shall prepare and electronically transmit to Bank, prior to the Cut-off Time, the Check Information 

identifying each Check issued. If Client is unable to electronically transmit Check Information on the day of such 

issue, Client shall electronically transmit such Check Information to Bank on the next Business Day. Bank shall 

input all Check Information received from Client into Bank's Account Recon system.

4.    Security Procedures

Bank will set up Users on the Account Recon SFTP site and will establish credentials in order to permit them to 

download files from the site. Client acknowledges that the purpose of such Security Procedures is for verification 

of authenticity and not to detect an error in the transmission or content of a transaction. No Security Procedures 

for the detection of any such error has been agreed upon between Bank and Client.

5.    Accuracy and Timeliness of Information

       a)    Bank will use reasonable efforts to provide the Paid Items List requested through the Service in a 

prompt fashion, but shall not be liable for temporary failure to provide timely information. In such event, Client 

shall be responsible for carrying out banking business through alternative delivery channels.

       b)    Client will notify Bank of non-receipt of Paid Items List no later than three (3) Business Days after the 

designated Reconciliation Period.

6.    Discrepancy

Client agrees to review Paid Items List and the Outstanding Items List promptly to insure accuracy, and 

completeness of the information. Client shall notify Bank within thirty (30) Business Days after receipt of any 

discrepancy. If Client fails to notify Bank within thirty

(30) Business Days after receipt of the Paid Items List that any information on the Paid Items List is inaccurate, 

incomplete, unclear, unreadable, or otherwise unacceptable, Client shall be deemed to have accepted the Paid 

Items List and Outstanding Items List and to have waived (a) any and all objections including but not limited to 

objections concerning its accuracy, completeness, clarity, readability or quality, and (b) the right to bring any 

action or raise any claim against Bank based on any such objection. Bank shall not be liable for any loss, including 

loss of interest, resulting from Client’s failure to give such notice and Client shall be precluded from asserting 

such discrepancy against Bank.

7.    Stopping Payment or Voiding a Serial Number

       a)    If Client desires to stop payment on an issued Check, Client must issue a stop-payment order with 

respect to such Check in accordance with Bank's usual stop-payment procedures. Service fees will apply in 

accordance with such stop payment procedures.

       b)    If Client desires to void a Check serial number or range of Check serial numbers not yet issued, Client 

must deliver to Bank a void file in a method or format mutually agreed upon by Client and Bank.

eCHECK PAYMENTS ADDITIONAL TERMS & CONDITIONS

1.    Scope of eCheck Services

The Service permits Client to electronically initiate check-based payments (“Payments”) from enrolled Accounts.  

Client may use the Service and make Payments via laptops or PCs.

2.    Dedicated Website

Bank agrees to provide a hosted website through its Service Provider for electronic generation of eChecks. BANK 

MAKES NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AND DISCLAIMS ALL WARRANTIES AS TO 

THE MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR SUITABILITY OF THE DEDICATED WEBSITE.

3.    Service Privileges

Client will designate Users to access the Service on behalf of Client.  Each User may be assigned access 

privileges—transactional or inquiry only—for each enrolled Account. Client may add or delete Users or modify 

access privileges for Users at any time through the website.

4.    eChecks.com User Terms & Conditions

In order to use the Service and generate Payments, each User will electronically accept the terms of the Service 

Provider’s eChecks.com User Terms & Conditions.

5.    Payments

       a)    Client will have the option to send eChecks, send Print+Mail payments, void eChecks, view and 

export eCheck and Print+Mail remittance information, and review the status and history of eChecks and 

Print+Mail Payments originating from its Account, all as described in the eChecks.com User Terms & Conditions. 

There will be no upfront purchase of a range of checks required.  

       b)    Client will be able to have full, free-form remittance data sent to its recipients with Payments.

       c)    All Payments will clear through the Bank as if they were made by paper Checks and will post when 

presented to Bank for payment.  Payments will appear on Client’s Periodic Statements.

6.    Fees

Client will pay fees associated with using the Service for each eCheck sent, each Print+Mail Payment and the 

costs of postage. Fees will be calculated at the time of the eCheck/Print+Mail submission and be paid in arears 

through Bank’s regular service fee calculation and settlement.

IMAGE SERVICES TERMS & CONDITIONS 

1.    Scope of Image Services

       a)    Bank’s Image Services will make available to Client in real time digital images of Debits, Credits, 

notices and Periodic Statements with respect to Accounts. Images may be received, at Client’s election, via the 

Image Service designated website, by SFTP or by CD-ROM/DVD.

b)    Client’s options are as follows:

i)    Digital Images will be made available to Client in real time on the designated website and 

include images of Debits, Credits, notices and Periodic Statement research.

ii)    Images available via file transmission include Debits and Credits at such intervals as Client 

selects on the Set-up Schedule.

iii)    Digital images made available via CD-ROM/DVD include Debits, Credits and Periodic 

Statements. If Client elects to receive images of deposited Items such Items will also be made 

available. CD- ROM/DVD’s will be delivered to Client periodically as selected by Client on the 

applicable Schedule by U.S. mail or Client may pick up the CD-ROM/DVDs at Bank’s designated 

office.

2.    Missing Images and Limit of Liability. If an image of a Check is missing or is illegible, Bank will provide 

Client with a copy upon its request. The request must include the Account number, the Check serial number, the 

exact amount (dollars and cents) of the payment and the date the payment was made. Bank may assess a fee for 

copies provided to Client. Bank will not be liable for failure to provide copies by a given time or for failure to 

provide copies Bank is not reasonably able to provide. Notwithstanding the Limitation of Liabilities section of the 

Master Agreement, Bank will not be liable for damages arising under any Image Service in excess of the amount 

of the Check, draft or miscellaneous Debit giving rise to the claim. Any such claim must include the account 

number, the Check serial number, the exact amount (dollars and cents) of the payment, the date the payment 

was made, the name of the payee, a detailed explanation of how the claimed loss occurred and the name, 

address and phone number of the payee.

LOCKBOX SERVICE TERMS & CONDITIONS

1.    Scope of the Lockbox Service

Client will establish, or hereby authorizes Bank to establish, a USPS address to be used specifically to identify 

Client’s Lockbox. If necessary, Client will provide a letter to the USPS Postmaster evidencing such authority for 

Bank to establish the Lockbox on Client’s behalf. Bank shall have exclusive and unrestricted access and/or use of 

the Lockbox for the purposes of effectively handling Client’s remittances. Client will be responsible for all USPS 

charges related to the establishment and renewal fees of the Lockbox.

2.    Definitions

Capitalized terms will have the meanings provided below and elsewhere in this Agreement.

“Lockbox”: The address for Client 

remittances. “Non-Processable Items”:

i)    Checks that are deemed not to be processable due to failure to meet ALL processing 

procedures stated in these Service Terms & Conditions or the applicable Schedule.

ii)    Envelopes that contain only correspondence (no Check enclosed).

iii)    Other documents that fail to meet ALL processing procedures stated in these Service Terms & 

Conditions or the applicable Schedule.

“USPS”: United States Postal Service.

3.    Bank’s Responsibilities

       a)    Bank shall collect and open all Client mail received by or from the Lockbox, in accordance with Bank’s 

pre-established USPS mail pick-up schedule. Pick-ups are made on Business Days only.

       b)    Bank will process for deposit Client’s remittances received from the Lockbox as instructed by Client 

in the applicable Schedule. This includes mail received from overnight mail carriers and directly delivered to Bank.

       c)    Bank will open the envelopes received through Client’s Lockbox and remove the contents. All Checks 

will be inspected and handled in the following manner, unless otherwise provided in the applicable Schedule:

i)    The payee or last endorsee must be one of those set forth in the Lockbox Schedule. If Bank 

determines the payee or endorsee on the Check differs from this list, the Check will not be 

deposited. If a Check contains NO payee, Bank will review accompanying documents to 

determine if the amount of the Check matches and the payment was intended for Client. If 

these indicators are positive then Bank will deposit the Check. If they are not positive, Bank will 

not deposit the Check.

ii)    All post-dated, non-dated, stale-dated, and Checks received without signature will be deposited.

iii)    If the written and numeric amounts on a Check are different, Bank will deposit the Check for 

the written amount.

iv)    If Bank identifies Checks with restrictive or conditional statements (i.e., “Paid in Full” or 

“Final Payment”), Bank will treat the Check as provided in the applicable Schedule. 

Notwithstanding the foregoing, Bank will have no liability to Client should it process and 

deposit any Checks bearing such restrictive or conditional notation as required by Client.

v)    When cash is received in a Lockbox remittance, Bank will process it unless otherwise indicated 

on the applicable Schedule. Client acknowledges the numerous discrepancies that may occur 

when remittances are made in cash. As such, Bank will assume no liability for cash received 

within the Lockbox mail and Client agrees to and hereby does indemnify and hold harmless 

Bank from and against any loss, damage, claim, or cost arising out of or related to the handling 

of cash received within the Lockbox mail. Foreign checks in non-U.S. currency will be forwarded 

for collection.

d)    Bank will endorse all Checks with the standard Lockbox endorsement.

       e)    Bank will create a deposit to Client’s Account on Business Days. Bank will ensure completion of Item 

sorting and clearing, including the assignment of float and according to the latest Check-clearing schedule. 

Inherent in the Item sorting process, the Checks will be imaged. Records will be retained by Bank for the period of 

time required by applicable law.

       f)    Bank will prepare a remittance package(s) containing reports and back-up documentation each 

Business Day. The remittance information will be forwarded daily via the method indicated by Client. Client is 

responsible for updating Bank immediately of any changes to contact information or termination of recipients. 

Client is responsible for requesting password changes to electronic information due to client personnel changes.

       g)    Bank will batch separately all Items that are deemed a Non-Processable Item. When an Item is 

deemed non- processable, the Item will be returned as indicated on the Schedules.

4.    Remittance Package

Client shall open the remittance package immediately and notify Bank of any discrepancies or documentation 

that does not belong to Client.

5.    Incoming Mail Restrictions

Client will only use the Lockbox for the receipt of Items to be deposited in the Account. Any non-remittance 

activity received and handled by Bank may be subject to additional fees. Bank will not forward third class mail 

received at the Lockbox. The Lockbox cannot be used as a return address for undeliverable mail.

6.    Data Security

Bank, as a service provider to Client, acknowledges that it is responsible for the security of cardholder data Bank 

possesses or otherwise stores, processes, or transmits on behalf of Client, or to the extent that it could impact the 

security of Client’s cardholder data environment.

POSITIVE PAY SERVICE TERMS & CONDITIONS

1.    Scope of Positive Pay Service

Positive Pay is a Check fraud detection service Bank offers to Bank’s business customers to reduce the likelihood 

of an unauthorized Check being paid from the Account. The Positive Pay web-based Software program accessed 

through Business Online Banking uses a systematic matching process to compare the information from Items in 

the Issue File to those that have been presented for payment. If the information in the Issue File does not match 

the information on the Item presented for payment, the Software issues an Exception Item. Client is responsible 

for reviewing Exception Items daily and instructing Bank to pay or return an Exception Item.

2.    Definitions

Unless otherwise defined herein, capitalized terms will have the meanings provided in the Master Agreement.

“Check Information”: The Account number, serial number, issue date, and exact dollar amount of each Item.

“Issue File”: A file that Client prepares and electronically transmits, which contains Check 

Information on Items issued against an Account for purposes of performing Positive Pay.

“Transactions”: Those procedures performed using Positive Pay such as, but not limited to, uploading or 

manual inputting of Items and processing Exception Items.

3.    Positive Pay Options

Client may select the following (ACH Positive Pay is subject to the separate ACH Positive Pay Service Terms & 

Conditions provided above):

*    Traditional Positive Pay. Bank will check the MICR encoding and the dollar amount on the Checks against the 

Issue File.

*    Payee Verification. If this option is selected, Bank will check MICR information, dollar amount and payees 

against the Issue File.

Bank also offers ARS Reporting as an optional module under the Positive Pay Service that will either send an 

encrypted email with an attachment or an unencrypted email notifying Client of the transaction information and 

prompting it to login to Business Online Banking/Positive Pay for details.

4.    Issued Items

On each day in which Client issues Items, Client shall submit an Issue File to Bank, prior to the Positive Pay Cut-off 

Time. Data for each Check must include the Check Information. This information may be entered either manually or 

by importing a file into the Service. Client must place a Stop Payment with Bank for any issued Checks that they 

wish to be stopped. Stale dated Checks may be voided for return (has not been honored within 180 days).

5.    Exception Items

On the Business Day following presentment of any Item to Bank, the Service will, by the Exception Cut-off Time, 

electronically compare the information for each Item to the Check Information contained in the Issue File and 

Bank will notify Client of any Exception Items by the notification method selected on the Set-up Schedule.

       a)    If the Item serial number and amount match, such Item shall be deemed conclusively authorized by 

Client to be paid by Bank without further examination by Bank.

b)    Bank will deem a presented Item as an Exception Item if the following occurs:

i)    The amount does not match the amount of the Check as reflected in the Issue File;

ii)    A presented Check serial number does not appear in the Issue File;

iii)    The Issue File reports a Check as voided by Client;

iv)    The payee does not match the list (when Payee Verification is requested).

v)    If the Item is communicated to Bank as fraudulent. (Additional action may be required in this 

instance.)

       c)    If the Check Information for such Item does not match, Bank will review such Item for evidence of 

MICR misencoding or misreading. If Bank determines that there has been a MICR misencoding or misreading, 

Bank shall make the necessary corrections and such Item shall be deemed conclusively authorized by Client to be 

paid. If Client discovers the encoding error, Client should instruct Bank to Return the Item. Bank shall make the 

necessary correction and such Item shall be deemed conclusively authorized by Client to be paid.

      d)    If there has been no MICR misencoding or misreading with respect to such Item, or if after such 

correction the Check Information for such Item still does not match the Check Information in the Issue File, Client 

is required to make a decision through the Service. A User must provide to Bank a “pay” or “return” decision on 

any Exception Item for that Business Day by the Decision Cut- off Time. Bank will return such Item to the 

depository bank unpaid if a “return” decision is provided by a User. Bank will pay such Item if a “pay” decision is 

provided by a User. If Bank does not receive any such instruction with respect to a “pay” or “return” decision, 

Bank will follow Client instructions as outlined on the Set-up Schedule.

       e)    Nothing herein shall affect Bank’s right to return any Item to the depository bank (i) if the Account 

on which such Item was drawn does not contain sufficient Available Funds to pay such Item or (ii) if Bank in its 

sole discretion determines that such Item is not properly payable.

6.    Bank’s Responsibilities and Limitation of Liability

Bank will use its best efforts to provide Client with access to Positive Pay in accordance with the provisions of 

these Service Terms & Conditions. Because Positive Pay utilizes information contained in Bank’s databases that 

may not necessarily reflect all current transactions, Bank shall not be liable to Client for any damages whatsoever 

arising in connection with the accuracy or completeness of information supplied through Positive Pay regarding 

Client’s Accounts.

REMOTE DEPOSIT CAPTURE SERVICE TERMS & CONDITIONS

1.    Scope of Remote Deposit Capture

The Service enables Client to submit Check Images, in lieu of original Checks, to Bank for deposit to the 

Account(s). Under the terms and conditions of these Service Terms & Conditions, Bank hereby grants Client the 

non-exclusive right to use the Service.

2.    Client’s Responsibilities

       a)    Client must endorse each Check (electronically or manually), scan or take a picture of the front and 

back of each Check and submit Check Images to Bank in such format, and with such associated Check 

information, as Bank may specify from time to time. The endorsement must read “For Remote Deposit to 

Community Bank & Trust” on each check.

       b)    In using the Service, Client will create an accurate Check Image and associated MICR data using 

approved Equipment. The Check Image must contain all the information on the MICR line of the original Check at 

the time the original Check was issued. In addition to making those warranties to Bank that Bank must make 

under applicable law, Client represents and warrants, with respect to each Check Image submitted to Bank, that:

i)    The Check is currently and was at the time of its creation, a bona fide and existing obligation of 

the drawer, free and clear of all security interests, liens, and claims whatsoever of third parties 

and is not now nor has it ever been declared in default;

ii)    Documentation under which the Check is payable authorizes the payee to charge and collect 

the monies owed;

iii)    The Check Image accurately represents all of the information on the front and back of the 

Check, and all such information is clear and legible on the Check Image; and

iv)    The Check will not be duplicated and no person will receive presentment of the original Check, a 

substitute Check based on the original Check, or a paper or electronic representation of the 

original Check or a substitute Check, such that that person will be asked to make a payment 

based on a Check that it has already paid.

       c)    Client will maintain original Checks for a period of thirty (30) days and allow Bank to review and 

inspect them during reasonable business hours, and Client will supply, all financial information, financial records, 

and documentation regarding the Checks that Bank may request. Checks are to be stored in a secure site under 

lock and key requiring dual control for access. After the recommended retention period, Checks must be 

shredded and disposed of properly.

3.    Other Responsibilities

Client also agrees to: (a) maintain one or more Accounts at Bank; (b) provide to Bank, on the form required by 

Bank and when required by Bank, the certification of a self-assessment checklist to the effect that its Equipment, 

Software and implemented internal controls meet the requirements of these Service Terms & Conditions; (c) 

install and implement any changes and upgrades to the Software and Equipment as required by Bank within five 

(5) Business Days to ensure compliance with regulatory changes or developments and to protect the integrity and 

security of the Remote Deposit Capture Service; and (d) maintain fully qualified, properly trained and experienced 

administrative staff and employees sufficient to perform its obligations under these Service Terms & Conditions.

4.    Prohibited Checks

Prohibited Checks will not be deposited through the Service, and Client must have processes in place to 

prevent processing of any Check that:

*    Is payable to any person or entity other than Client;

*    Is prohibited by these Service Terms & Conditions or is in violation of any law rule or regulation;

*    Client knows or suspects, or should know or suspect, is fraudulent or otherwise not authorized by the 

owner of the account on which the Check is drawn;

*    Has not been previously endorsed by a bank and is either a “substitute check” (as defined in 

Regulation CC) or “image replacement document” that purports to be a substitute check, without 

Bank’s prior written consent;

*    Is drawn on financial institutions that are located outside the United States or its territories;

*    Is a “remotely created check” (as defined in Regulation CC); or

*    Is not acceptable by Bank for deposit in the Account as provided in the Account Agreement.

5.    Bank Obligations

       a)    Bank will process Checks submitted by Client through the Service in accordance with Bank’s internal 

procedures and all state and federal laws during any Business Day, subject to the Cut-off Time. Any files received 

after the Cut-off Time will be processed the next Business Day. Bank will not examine Checks to verify any data or 

dates. The Check Image must be clear and include all information required by the Federal Reserve System for 

processing and collection of Items.

       b)    Bank will process each Check according to the amount entered by Client, if applicable, or by the 

numeric amount shown. If the numeric amount is unclear, Bank may process the Check according to the written 

amount. Checks made payable to the client or any reasonable derivation thereof are acceptable for deposit. If a 

Check does not have the necessary information to be processed by Bank, then Bank will treat the Check as a 

Prohibited Check. Bank will disregard any notation on a Check containing "paid in full" or other restrictive 

notation, whether preprinted or handwritten, and treat any such Check as though such notation did not appear 

thereon. Bank reserves the right to reject any single Check Image or group of Check Images for any reason, before 

or after confirmation.

       c)    Check Images will be deemed to have been accepted by Bank for deposit on the date that the 

deposit is acknowledged by Bank’s systems, subject to Cut-off Times and recognized Business Days. Availability of 

deposits is based on Bank’s normal availability schedule as in effect from time to time. Checks will continue to be 

processed as local or non-local based on the location of the payor bank, as provided in Regulation CC.

       d)    Bank will make available from time to time a report stating the total amount deposited to the 

Account, as well as a listing of individual Checks deposited.

6.    Equipment and Software

       a)    Client may be provided with the Equipment and Software necessary for Client to make deposits 

through the Remote Deposit Capture Service. If the Equipment is Bank’s property, it must be returned upon 

termination of these Service Terms & Conditions in good condition, ordinary wear and tear excepted. It is Client’s 

sole responsibility to operate and maintain the Equipment in accordance with the instructions of the Equipment 

manufacturer. Bank recommends regular scanner maintenance as provided in the User guide. Client assumes sole 

responsibility for any and all loss, damage or injury to the Equipment or arising from any failure of the Equipment. 

The Software may not be provided to another party without Bank’s prior written consent.

       b)    In the event Bank does not provide the Equipment, Client is solely responsible for the working 

condition of the scanner and the Software interface. If Client supplies the Software, it must comply with the 

transmission protocol, which will be provided in a separate addendum when applicable.

7.    Security Procedures and Communications

Check Images transmitted via Bank’s Remote Deposit Capture Service must be made by Users named by the 

Administrator using assigned Security Tokens. Mobile Deposit Users must use the Mobile Device Security 

Procedures.

8.    Limitations on Use

Bank reserves the right to place limitations on the use of the Service, including, but not limited to, a limitation on 

the number of Accounts accessed via a Service, limitations on the number of Checks, the maximum permissible 

dollar amount of any individual Check or the total dollar amount of Checks processed on any given day or other 

time period. Bank may also limit high risk customers to enrolling only one Account for use with the Service.

9.    Bank Limitation of Liability

       a)    Bank will use Bank’s best efforts to provide Client with access to the Service in accordance with the 

provisions of these Service Terms & Conditions. However, Bank will not be liable to Client for any damages 

whatsoever arising in connection with a failure of the communications network or the Equipment, in connection 

with any intrusion or stolen data, or in connection with events beyond Bank’s control.

       b)    Use of the Service is at Client’s own risk. In addition to the limits of liability expressed in the Master 

Agreement, Bank is not responsible for any errors or failures from any malfunction of Client’s computer, scanner 

or Mobile Device, Client’s Internet service provider or the Service.

10.    Network Connectivity and Security

       a)    Client is solely responsible for connectivity to the Internet and for the implementation of all 

commercially reasonable security procedures to control access to its computer systems and to protect any data 

files stored thereon. Such procedures include but are not limited to anti-virus, physical, logical, and network 

security control systems and devices. Client should use a firewall product especially if it has a broadband Internet 

connection such as DSL or cable modem. Client’s computer operating system and browser should be fully patched 

for critical security issues. It is recommended that Client use the most current fully patched versions of Internet 

browsers for accessing the Service.

       b)    Bank is not responsible for any damage to Client’s computer, modem, Mobile Devices or other 

property resulting from the use of the Service, including damage from any electronic virus or viruses that Client 

may encounter.

11.    Indemnification

In addition to that indemnification provided in the Master Agreement, Client will defend, indemnify and hold 

harmless Bank and each of its directors, officers, employees, agents, successors and assigns from and against all 

liability claims, loss and damage of any kind (including attorneys' fees and other costs incurred in connection 

therewith) incurred by or asserted against Bank arising out of these Service Terms & Conditions by reason of any 

acts or omissions of Client or any third party. Client will reimburse and indemnify Bank for all loss, damage and 

expenses, including reasonable attorneys’ fees, incurred in defending transactions involving invalid or fraudulent 

Checks or due to a substitute check being processed instead of the original Check. This indemnification shall 

survive the termination of these Service Terms & Conditions as to matters that occurred during its term.

12.    Financial Information, IT Infrastructure and Audit

In addition to Client’s agreement, as set forth in the Master Agreement, to provide Bank with financial 

statements or other information on Client’s financial condition upon request of Bank, Client also authorizes Bank 

to investigate or reinvestigate at any time any such statements or information provided by Client and to request 

reports from credit bureaus for such purpose. Client acknowledges and agrees that Bank may conduct an audit of 

Client and enter Client’s premises for the purpose of ensuring that Client is in compliance with these Service 

Terms & Conditions. Bank’s right to audit Client as set forth in the Master Agreement includes the right to audit 

Client’s IT infrastructure to assure compliance with these Service Terms & Conditions. Bank also has the right to 

mandate specific internal controls at Client’s operations.

13.    Discrepancies and Investigations

In addition to the provisions contained in the Master Agreement regarding Client’s notification to Bank of errors or 

discrepancies, Client agrees to provide Bank with any information it may reasonably request in connection 

herewith. Client will promptly supply all financial information, financial records, and documentation regarding 

the Checks that Bank may request. Client will also cooperate in investigations regarding any unsuccessful or lost 

transmissions, will provide imaged documents (or original Checks if available) to facilitate investigations within 

two (2) Business Days of Bank’s request and will resolve with Bank any issues regarding the same. 

Notwithstanding the foregoing, if Bank at any time discovers that the legal amount of the Check is different than 

the amount that has been credited to the Account, Bank may make the necessary adjustment to the Account to 

correct the discrepancy.

14.    Business Continuity and Contingency Procedures

Client will have in place a business continuity plan, including back-up of data submitted under the Service, 

and, in the event that Client experiences technical difficulties in connection with the Service, Client should 

implement the following procedures:

For Equipment and Account issues, Client should call Bank.

For computer, printer or Internet connectivity issues, Client should contact the computer repair 

department, computer vendor or Internet provider as appropriate.

In the event that Check Images may not be transmitted through the Services for deposit into the Account, 

Client should bring the deposit in person to any one of Bank’s branch offices to deposit the original Check(s) 

or mail the Checks to Bank.

SWEEP SERVICE TERMS & CONDITIONS

1.    Scope of Sweep Services

As described further below, Bank offers its clients the following Sweep 

Service options: Target Balance Sweeps (including zero balance)

Cash Investment Sweep

Commercial Line of Credit Sweep (including an optional one-way sweep)

Sweep Services are automatic and occur on any Business Day after the final posting of Items in the Primary Account.

2.    Definitions

Unless otherwise defined herein, capitalized terms will have the meanings provided in the Master Agreement.

“Available Credit”: For purposes of the Commercial Line of Credit Sweep, the principal amount available 

to Client under the terms of the Line of Credit, which will at no time exceed the stated principal amount of 

the Note, less the principal amount thereof then outstanding.

“Available Funds”: The net funds in the Primary Account(s) that are eligible to be swept at the end of a 

Business Day after taking into account all deposits and Checks and other Items drawn on the Account. The 

funds availability policy of Bank will apply to deposits in the Primary Account.

“Loan Documents”: For purposes of the Commercial Line of Credit Sweep, the promissory note (“Note”) 

and any business loan agreement, mortgage, commercial security agreement, or other document or 

instrument executed in connection with the note evidencing Client’s line of credit provided by Bank as 

designated on the Set-up Schedule (“Line of Credit”).

“Primary Account”: An Account at Bank, as shown on the Set-up Schedule, which Client has designated 

as being covered by the Sweep Service described herein and on which Client authorizes Bank to transfer 

out on a daily basis funds in the amount of any Target Balance Excess, and/or in some Sweep Services to 

transfer funds in the amount of any Target Balance Deficit so that at the opening of each Business Day 

the Primary Account will have the Target Balance.

“Sweep Account”: The Account at Bank, as shown on the Set-up Schedule, that Client has designated as 

being covered by the Sweep Service described herein and on which Client authorizes Bank to transfer 

Available Funds, on a daily basis, to or from a Primary Account in order to achieve the selected sweep of 

funds.

“Target Balance”: The Available Funds balance designated on the Set-up Schedule that Client wishes to 

maintain in the Primary Account and above which Bank will sweep funds out of the Primary Account and 

into which Bank may sweep funds. For Zero Balance Sweeps, the Target Balance will be zero.

“Target Balance Excess”: The amount of Available Funds in the Primary Account at the end of any 

Business Day in excess of the Target Balance.

“Target Balance Deficit”: On any Business Day, the amount by which the Available Funds balance in the 

Primary Account is less than the Target Balance.

“Zero Balance Account”: The Primary Account used when the Target Balance is zero.

3.    Target Balance Sweeps

This Sweep Service will transfer on each Business Day to one or more non-interest bearing Sweep Accounts the 

amount of Target Balance Surplus in a Primary Account and, as needed, will transfer on each Business Day from 

one or more Sweep Accounts to the Primary Account amounts necessary to cover any Target Balance Deficit. In 

each event, the funds will be swept in increments as provided on the Set-up Schedule.

If the Target Balance is zero, the following provisions will apply:

       a)    Client shall make arrangements for there to be sufficient Available Funds in the Sweep Account to 

cover all Items drawn on the Zero Balance Account presented for payment on the Business Day on which 

presentments are made. Items drawn on the Zero Balance Account shall conform to Check specifications provided 

by Bank to Client. Issuance of Items, which have not received Bank’s prior approval as to compliance with Bank’s 

Check specifications, may result in charges for extra processing.

       b)    Bank will automatically transfer funds from the Sweep Account to the Zero Balance Account to cover 

Items that are presented for payment. To the extent that such Available Funds, in the Sweep Account, are 

insufficient to cover such Items, Bank is authorized to transfer Available Funds by provisional credit to the Zero 

Balance Account in an amount equal to the total of all amounts payable on all Items, which are presented to Bank. 

If the Available Funds on deposit in the Sweep Account are insufficient for such purpose, Bank may in its sole 

discretion revoke the provisional credit to the Zero Balance Account and return the Items which created such 

provisional credit unpaid, or Bank may in its sole discretion provisionally advance the necessary additional funds 

to Client and transfer such provisional credit in the amount thereof to the Zero Balance Account (any such 

transfer or provisional credit shall remain revocable, at all times, by Bank in its sole discretion prior to midnight of 

the day following presentment of the Items). If Bank should provisionally advance any funds to Client, such action 

shall not establish a course of dealing between the parties that shall require Bank to provisionally advance any 

additional funds. If Client fails to repay any such provisional advance on the Business Day on which Bank notifies 

Client of such advance, Bank shall, without any requirement of prior notice to Client, automatically reverse such 

provisional credit, initiate a Debit in the amount of the original advance to the Zero Balance Account, and return 

any or all affected Items unpaid. Bank also may return any Items, which Bank determines, are not properly 

payable.

4.    Cash Investment Sweep

Under this Sweep Service, Bank will sweep any Target Balance Excess in the Primary Account on any Business Day 

in increments selected on the Set-up Schedule to a Sweep Account that earns interest. Funds will automatically 

sweep back to the Primary Account, subject to any maximum limitations established by law.

5.    Commercial Line of Credit Sweep

The commercial line of credit sweep will sweep funds to and from the Primary Account under paragraphs a) and 

b) below or, if selected by Client, it may only sweep from the Line of Credit to the Primary Account to cover 

overdrafts as provided in paragraph b).

       a)    Loan Sweep. Bank will sweep funds out of the Primary Account as described below in the increments 

provided on the Set-up Schedule in order to pay down the amount due on the Note.

i)    If there is a Target Balance Excess at the end of a Business Day, Bank will (A) debit the Primary 

Account for the amount of any unpaid principal balance under the Note, up to the amount of 

the Target Balance Excess, and (B) apply the amount of the Debit to the unpaid principal 

balance of the Note.

ii)    In no event will Bank debit the Account pursuant to these Service Terms & Conditions to pay any 

interest that shall accrue under the Note, but this shall not affect Bank’s right to set-off against 

the Account any monies due Bank under the Note, including, but not limited to, principal and 

interest, and Bank hereby expressly reserves such right of set-off and any other rights under 

the Loan Documents.

       b)    Extension of Credit under Note. Bank will sweep funds into the Primary Account in increments as 

provided on the Set- up Schedule according to the following terms and in the following order:

i)    If there is a Target Balance Deficit, including an overdraft, Bank will extend credit to Client to 

the extent provided in subparagraphs (ii) and (iii) below.

ii)    If the Available Credit at such time equals or exceeds the Target Balance Deficit, Bank will (A) 

extend credit to Client by making an advance under the Note in the amount of the Target 

Balance Deficit and (B) Credit the amount of the advance to the Primary Account to eliminate 

the Target Balance Deficit, as applicable.

iii)    If the Available Credit at such time is less than the Target Balance Deficit, Bank will (A) extend 

credit to Client by making an advance under the Note in the amount of the Available Credit and 

(B) credit the amount of the advance to the Primary Account to reduce the Target Balance 

Deficit.

       c)    Advances. All advances under the Note made pursuant to these Service Terms & Conditions shall be 

evidenced by, bear interest at the rate provided in, and be repaid in accordance with the terms of the Note and 

shall be secured by any and all collateral securing the Note. In no event shall Bank have any obligation to make 

advances under the Note in excess of the Available Credit.

       d)    Authorizations. Client authorizes Bank to charge and credit the Account, make advances and 

payments on behalf of Client under the Note in accordance with the terms of these Service Terms & Conditions, 

all without further notice to or authorization by Client or any authorized person, if any, identified in the Note.

       e)    Effect on Loan Documents and Other Agreements. The terms of the Loan Documents are hereby 

modified to include the terms and provisions of these Service Terms & Conditions, including, without limitation, 

Section 5(a) and (b) hereof. However, these Service Terms & Conditions is not intended to and shall not be 

construed to modify or supersede the Loan Documents or the respective rights and obligations of Client and Bank 

as therein provided or any other agreements, terms, conditions, rules or regulations of Bank as may be applicable 

to the Line of Credit or the Primary Account, including, without limitation, any requirements relating to minimum 

balances and service or other charges. In the event of any conflict between these Service Terms & Conditions and 

the Loan Documents, the Loan Documents will prevail with respect to the Line of Credit.

WIRE TRANSFER SERVICE TERMS & CONDITIONS

1.    Scope of Wire Transfer Services

These Service Terms & Conditions set forth the terms and conditions under which Client will use the Wire 

Transfer Service to direct Bank to honor Wire Transfer Requests to beneficiaries in the United States or abroad. 

Wire Transfers Requests may be made via:

Business Online Banking: when such Requests are made by those Users authorized by the Administrator 

to do so; or

Telephonic or Fax: when such Requests are received from Users designated on the Wire Transfer 

Schedule.

In the event that Bank’s Business Online Banking Service is not available, Bank may, in its sole discretion, accept 

and process a Request as contemplated in the Wire Transfer Set-up Schedule.

2.    Definitions

Unless otherwise defined herein, capitalized terms have the meanings provided in the Master Agreement.

“Fedwire”: The funds transfer system owned and operated by the Federal Reserve Banks that is used 

primarily for the transmission and settlement of payment orders governed by the Fedwire Regulation.

“Fedwire Regulation”: Subpart B of Regulation J of the Board of Governors of the Federal Reserve 

System, as amended from time to time.

“Request”: Instructions from Client for a transfer of funds to a specific account or beneficiary or to 

amend or cancel prior instructions.

3.    Means of Transmission

In acting on any Request, Bank may utilize any means of transmission, funds transfer system, or intermediary bank 

reasonably selected by Bank, even if Bank’s selection differs from instructions in the Request. Bank may select 

any means for the transmission of funds which it considers suitable including, but not limited to, Bank’s own 

internal systems and Fedwire.

In connection with use of this Treasury Management Service, Bank may use Fedwire when acting upon Client’s 

Request. Any subsequent bank may use Fedwire when carrying out Client’s Request. Fedwire Regulation governs 

the rights and obligations of Bank and Client in any part of a Wire Transfer intended to carry out Client’s Request 

carried out through the use of Fedwire.

Bank is not responsible for performance failure as a result of interruption in transfer facilities, labor disputes, 

power failures, equipment malfunctions, suspension of payment by another bank, refusal or delay by another 

bank to accept the Wire Transfer, war, emergency conditions, fire, earthquake, or other circumstances not within 

Bank’s control.

4.    Security Procedures

a)    Business Online Banking. Requests transmitted via Bank’s Business Online Banking Service must 

comply with the Security Procedures described, and agreed to, in the Business Online Banking Service Terms with 

respect to Entries transmitted by Client to Bank, including the use of Security Tokens and Dedicated PCs/Secure 

Encrypted VPN. In addition, voice/PIN approvals may be made via Mobile Device under the Mobile Banking 

terms.  Bank standard is to require that each Request delivered through Business Online Banking be created or 

modified by means of Dual Control. Bank strongly recommends that Client elect to use Dual Control. Client 

acknowledges and agrees that, in addition to the limitations on Bank’s liability and Client’s indemnification of 

Bank otherwise provided in the Treasury Management Agreement, Client assumes all additional risk and liability if 

it opts out of Dual Control and agrees to indemnify and hold Bank and its officers, directors, employees and 

agents free and harmless from and against any and all claims, demands, expenses (including, without limitation, 

attorneys’ fees, expenses and costs), losses or damages of any nature whatsoever that are incurred by Client as a 

result of Client’s decision to opt out of Dual Control.

       b)    Other Requests. Bank will perform a callback on transfer Requests for non-repetitive Wire Transfers 

that are not initiated through Business Online Banking. Client shall designate on the Wire Transfer Set-up 

Schedule the Users Bank will contact to confirm non-repetitive Wire Transfers. Each User will be assigned a 

Personal Identification Number (“PIN”) to be used when requesting, verifying or otherwise communicating with 

Bank regarding Wire Transfers that are not initiated through online banking. Client may not waive the callback 

requirements. Bank shall not be responsible for refusal to act upon any transfer Request not in compliance with 

Client’s established callback requirements.

5.    Compliance with Security Procedures

       a)    If a Request (or a Request for cancellation or amendment of a Wire Transfer) received by Bank 

purports to have been transmitted or authorized by Client, it will be deemed effective as Client’s Request and 

Client shall be obligated to pay Bank the amount of such Wire Transfer even though the Request was not 

authorized by Client, provided Bank accepted the Request in good faith and acted in compliance with the Security 

Procedures with respect to such Request. If signature comparison is to be used as part of those Security 

Procedures, Bank shall be deemed to have complied with that part of such procedures if it compares the signature 

accompanying a Request (or Request for cancellation or amendment of a Wire Transfer) received with the 

signature of an User and, on the basis of such comparison, believes the signature of Client sending such file to be 

that of the User.

       b)    If a Request (or Request for cancellation or amendment of a Wire Transfer) received by Bank was 

transmitted by Client or a designated User, Client shall pay Bank the amount of the Wire Transfer, whether or not 

Bank complied with the Security Procedures with respect to that Request and whether or not that Request was 

erroneous in any respect or that error would have been detected if Bank had complied with such procedures.

6.    Client Responsibilities

Client shall not initiate any Wire Transfer that would violate the economic sanctions administered by the OFAC. 

Client must maintain and designate an Account(s) with Bank, which Bank may, without prior notice or demand, 

use for debiting or crediting with respect to all Requests and related adjustment and charges in connection with 

the Wire Transfer Service. Client must have collected and Available Funds on deposit in the Account(s) sufficient 

to cover Client’s payment obligations for the Service. Client shall pay Bank on the date on which Bank acts on the 

amount of each transfer of funds pursuant to a Request. For purposes of satisfying Client’s obligation to pay such 

amount and any other payment obligation, Bank may, but is not required to, consider any overdraft line of credit 

or other arrangement Client may have with Bank. If a conflict occurs regarding the applicable Account balance, 

Bank’s records (including information on accounts at other banks, which are debited under a Service) will be 

controlling for the processing of any Request.

7.    Bank Responsibilities

       a)    Acceptance and Execution of Request. Bank will act upon a Request after receipt of such Request by 

making applicable accounting entries or by transmitting payment instructions to the applicable bank or other 

party, (i) no later than the stated payment date (if such date is a Business Day and is not earlier than the day such 

Request is received), or (ii) on the day such Request is received if no payment date is stated, if such Request is 

received prior to Bank’s applicable Wire Transfer deadline on a Business Day. In order to be processed on a same-

day basis, Bank must receive Wire Transfer Requests on a Business Day no later than the deadline times posted 

by Bank from time to time. Any Request received after that time will be processed on the next Business Day. 

Procedures for Wire Transfers that are initiated by telephone or facsimile are included in Wire Transfer Schedule.

i)    Bank’s acting upon a Request will also be subject to the Business Day schedule of any bank or 

other party holding an account to be debited or credited under the Service. Client’s Request is 

considered accepted by Bank when Bank executes it.

ii)    In cases where one or multiple Wire Transfer Requests result in an order against uncollected 

funds, Bank may, in its sole discretion, process Wire Transfers in any order subject to the 

availability of funds within an Account. Bank will contact Client when transfer Requests exceed 

an Account’s Available Funds balance.

       b)    Rejection of Request; Notices and Instructions. Bank may reject any Request which exceeds the 

collected and Available Funds on deposit in the Account or may make an offsetting reversal if a Debit is made 

before Bank ascertains there are not sufficient collected and Available Funds on deposit in such Account. 

Additional terms and conditions contained in the deposit Account Agreement governing Client’s Accounts may 

apply.

i)    Bank may reject a Request which does not conform in form and substance with the 

requirements of the Master Agreement, these Service Terms & Conditions, or any applicable 

Schedule.

ii)    Bank may reject a Request, the authenticity of which Bank has been unable to verify through 

the use of the Security Procedures.

8.    International Wire Transfers

       a)    Currency Conversion. The Service may permit Client to initiate payments in currencies other than 

U.S. dollars. The conversion rate will be the spot rate offered by Bank at the time the Request is executed. Client 

fully assumes the risk that rates may change after a Request is initiated. The rate offered by Bank to Client may 

not be the same rate that is available to Bank in the interbank or other market, and Bank or its Service Providers 

may retain any spread between the rates obtained by them and the rates offered to Client. If the Wire Transfer is 

returned for any reason, Client agrees that, at Bank’s sole discretion, the refund may be in either United States 

Dollars based on Bank’s then-current buying rate or the foreign currency in which the Wire Transfer Request was 

originally made. In no case shall Bank be liable to Client if payment is not made to the beneficiary in the currency 

requested by Client.

       b)    Country Risks. From time to time, Bank experiences various difficulties in transferring funds to certain 

countries. Those difficulties include (but not by way of limitation): (a) excessive delay in applying funds; (b) 

incorrect application of funds; (c) disappearance of funds; (d) excessively slow response to inquiries; or (e) 

government restriction on the transfer of such funds. In addition, countries and their subdivisions where the 

recipient is wired funds charge transfer taxes and other transfer fees that reduce the amount received. Client 

hereby acknowledges and assumes any expense in connection with such transfers which may be incurred by Bank 

in addition to normal and customary charges. Client is obligated to comply with all laws relating to the transfer of 

funds for foreign countries, individuals, or agencies. Noncompliance may result in the delay of Wire Transfer 

Requests, fines equivalent to a percentage of the principal or confiscation of the entire principal amount of the 

transfer if an attempt is made to transfer funds to a sanctioned individual, agency and/or country.

       c)