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PACIFIC NATIONAL BANK ONLINE BANKING SERVICES AGREEMENT FOR ONLINE BANKING / MOBILE BANKING / BILL PAY / CASH MANAGEMENT

INTRODUCTION

Thank you for choosing Pacific National Bank for your Online Banking needs. We appreciate the opportunity to serve you. This Online Banking Agreement (“Agreement”) and its terms and conditions (“Terms and Conditions”) describe Pacific National Bank’s Online Banking Services (each an “Online Service” or a “Service”, and all collectively, the “Online Services” or the “Services”) and your rights and obligations as a user of Online Services. It also describes the rights and obligations of Pacific National Bank (the “Bank”).

PLEASE READ THIS AGREEMENT CAREFULLY. BY USING AN ONLINE SERVICE YOU AGREE TO THE TERMS AND CONDITIONS OF HIS AGREEMENT.

If you have any questions about Online Services or these Terms and Conditions or if you need assistance, please contact us at the following address, telephones, fax and Email:

Pacific National Bank

Operations Department

P.O. Box 012620

Miami, Florida 33101-2620

Telephone: 305.539.7609or 877.381.3297 ext. 609

Fax: 305.539.7600

Email: OLBSupport@pnb.com

If your need urgent assistance, please do not write, fax or email us – call us by telephone or visit one of our branch locations and speak with a Bank representative.

Throughout this Agreement the terms "You" and “Yours” (whether capitalized or not) refer to (i) each individual Bank customer who is a named owner on a personal Online Account (whether one or more), or (ii) a corporation, partnership, limited liability company, or other entity/organization or sole proprietor that is the named owner on an Online Account used primarily for business and commercial purposes, and the Authorized Representative, Primary or Secondary Administrator, or Authorized User of such business/commercial Online Account, in each case as the context may require. The terms "We", "us", “our” or “ours” (whether capitalized or not) and the capitalized term the "Bank" refer to Pacific National Bank.

Some Online Services may require you to complete additional enrollment forms (“Enrollment Forms”) which provide the Bank with necessary information to set up the Online Service. If required, Enrollment Forms must be completed by you before using the applicable Online Service.

This Agreement (including any Enrollment Forms), together with the terms and conditions contained in the brochure entitled “Terms and Conditions About Your Pacific National Bank Account” found on our Website under Terms and Conditions (the “Deposit Agreement”), any loan, credit, credit card or other agreements between you and the Bank, any disclosure documents (“Disclosures”) or fee schedules (“Fee Schedules”) related to the Bank’s products and services that are provided to you separately, and any terms, conditions, or other limitations contained in the Pacific National Bank website (the “PNB Website”) found at www.pnb.com (all of which are incorporated herein by reference and constitute part of this Agreement) represent, collectively, the entire agreement between you and the Bank with regards to Online Banking. They supersede any other prior agreement, representations, or marketing and other similar material pertaining to Online Banking delivered to you in writing or verbally.

We may waive, or delay exercising, any of our rights under this Agreement without notifying you. Such a delay or waiver will not affect any other rights we may have. The waiving of any of our rights on any occasion shall not be deemed to be a waiver of such right in the future. This Agreement may not be amended by course of dealing.

You agree that a copy of this Agreement and/or evidence that you entered into this or any other agreement with us on-line, kept in the normal course of our business, may be entered into evidence as an original.

This Agreement (including any Enrollment Forms) is not intended to alter, affect or amend the Deposit Agreement, Disclosures, Fee Schedules, or other documents containing terms and conditions applicable to a particular product or service you obtain from the Bank. If there is a conflict between any term or condition of this Agreement and any term or condition contained in any other agreements between you and the Bank this Agreement will govern with respect to Online Services. No verbal representations by a Bank representative may vary, modify or amend these the terms and conditions of this Agreement.

The Bank may, at its option and consistent with common industry practice, subcontract or outsource any Online Banking functions described in this Agreement to one or more affiliated or nonaffiliated data and content providers, technology vendors, data processors and other services providers (“Third Party Providers”) and that the Third Party Providers are subject to change from time to time without notice to you. Each Third Party Providers is an independent contractor and, unless otherwise specified, is not the agent of you or the Bank. Neither the Bank nor any Third Party Provider is responsible for the actions or omissions of each other. The Bank shall not be responsible for any losses, liabilities, or damages caused by the acts or omissions of any Third Party Provider or its employees, agents, contractors, information providers or other suppliers, or affiliates. The Bank has the right to delegate to any of its Third Party Providers all of the rights and performance obligations that the Bank has under this Agreement, and the Third Party Providers will be intended third party beneficiaries of this Agreement and will be entitled to all the rights and protections that this Agreement provides to the Bank. Any information you provide may be used by the Bank or any Third Party Provider to complete or otherwise deal with your transactions or comply with any laws, rules or regulations.

The Bank may establish limits or restrictions on the Online Services described herein and the Bank may amend those limits without notice. The limits or restrictions may apply to transaction amounts, types of accounts that are eligible for Online Services, the frequency of the transactions or any other limits or restrictions that Bank deems necessary. The Bank may provide notice of limits via the Bank’s website, on an Enrollment Form for an Online Service, or by mail or electronic notice. You agree to abide by and honor the limits or restrictions established by the Bank. You also agree that the Bank shall have no liability to you for refusal to process any transaction or to act on any request that exceeds the limit or restriction.

DEFINITIONS

In addition to terms defined in this Agreement, the following definitions apply throughout this Agreement:

“Access Device” means access equipment, including but not limited to a personal computer or a Mobile Device that meets the requirements for use of the Service.

“Account” or “Accounts” means one or more checking, savings, money market deposit or loan accounts that you have with the Bank.

“ACH Origination Service” means the online banking service that serves as a vehicle of credit and debit payment information from online banking to the bank for processing.

“ACH Rules” means the rules of the National Automated Clearing House Association.

“Administrator” person(s) who will be authorized and responsible for creating and maintaining subsequent User IDs, Passwords and tokens on your behalf, including assigning and revoking access privileges for persons to use the Service, (“User”) and providing new and subsequent Security Devices to those Users.

"Authorized Representative" refers to a person with signature authority with respect to an Account.

“Authorized User” is a person designated as being authorized by, as the case may be, you or your Primary or Secondary Administrator, to access or use any Online Service on your behalf.

"Bill Pay Account" means the Account(s) you have authorized us to debit for payment made to Payee(s) in connection with the Online Banking Service.

"Bill Pay Service" means our service that allows you to pay or transfer funds to designated Payees based upon your instructions to us, via personal computer, entered through Online Banking.

“Bill Payment” or “Payment” means the remittance of funds, initiated through Online Banking Service, from a Bill Payment Account to a Payee.

“Bill Payment Account” or “Payment Account” means the Account from which a Bill Payment is made.

“Business Day(s)” means Monday through Friday, excluding Federal and State of Florida Holidays. Some online transaction deadlines may vary from this definition.

“Customer” means any Individual or Business who has an interest in an account or other relationship that is accessible through the Online Services and any Individual or Business authorized to use the Online Service;

“Designated Accounts” means the deposit accounts designated on an Enrollment Form for the Positive Pay Online Service

“Eastern Time” means Eastern Standard Time or Eastern Daylight Time, as applicable.

“Electronic” means electrical, digital, magnetic, wireless, optical or electromagnetic technology, or any other technology that entails similar capabilities.

“Enrollment Form” means any Online Banking enrollment form.

“Funds transfer” or “Transfer” means the electronic transfer of funds from one person or entity to another, initiated through Online Banking Service.

"ISP" or “Internet Service Provider” refers to any provider of Internet services that you engage in order to obtain Internet access.

“Mobile Device” means an Access Device that is mobile, including but not limited to a mobile phone, smartphone, tablet, any personal data assistant or other wireless device.

“Online Accounts” means Accounts that you enroll in any Online Service.

“Online Banking” or “Service” means the service(s) described in this Agreement.

“Payee” means any individual, financial institution, educational institution, company, merchant or other entity you wish to pay using Online Banking Services.

“Payment Instruction” means the information provided by you to us for a Bill Payment to be made to the Payee (such as, but not limited to, Payee name, Payee account number, and Scheduled Payment Date).

“PC” means a personal computer (including any personal data assistant or other wireless access device) which enables you, with the Internet browser and ISP, to access your Online Accounts and use the Online Banking Services.

“Positive Pay Service” is the service provided through online banking used to quickly identify and act upon fraudulent checks as well as quickly reconcile your Designated Accounts.

“Online Account” means any Bank account which you enroll in an Online Service and from which you will be conducting transactions using an Online Service.

“Operating Instructions” means any instructions that the Bank gives you with respect to an Online Service.

“Password” is the system-generated code sent to you by the Bank for use during the initial sign-on, or the codes you selected after the initial sign-on, that establishes your connection to the Online Services.

“Remote Deposit Capture” means the service to make deposits to business Online Accounts from your offices by scanning checks on a desktop scanner and delivering the images and information to the Bank.

“Security Code” means User ID and Password.

“Scheduled Payment Date” means the Business Day of your choice upon which your Bill Payment will begin processing (a Scheduled Payment Date of a non-Business Day will be considered to be the previous Business Day).

“Service Provider” means any one or more independent providers of various different online banking services that the Bank may from time to time engage to provide any part of the Online Bank Services described in this Agreement.

“Transfer Day” means Monday - Friday, from 11:01 p.m. the previous Business Day to 11:00 p.m., Eastern Time (Standard or Daylight) and is applicable to Transfers.

“User” means a person(s) who uses the Service.

“User ID” means a unique sequence of characters used to identify a User and allow access to Online Banking.

“Wire Transfer Service” means the online banking service that serves as a vehicle of information to the bank to process an electronic funds transfer from one person or entity to another.

Other capitalized terms used in the Agreement shall have the meanings given to them in this Agreement.

References to time of day (a.m. or p.m.) throughout this Agreement shall be to Eastern Standard Time or Eastern Daylight Time, as applicable.

ONLINE SERVICES – A SUMMARY

You may use the Online Services to conduct the following transactions and activities:

Online Banking (For Personal and Business Accounts):

- View balances and transactions on your Online Accounts

- Transfer funds between your Online Deposit Accounts

- View and/or download your Online Account statements, notices, tax documents, and other docs

- View and print check images for checks drawn on your Online Accounts

- Initiate Stop Payments on checks drawn on your Online Accounts

- Send secure email to Pacific National Bank

Bill Pay (For Personal and Business Accounts):

- Bill Pay allows you to use your Internet-enabled device to direct payments from an Online Account that you designate for Bill Pay (“Bill Pay Account”) to third parties you wish to pay.

Mobile Banking (For Personal and Business Accounts):

- Access and view Accounts from a web-enabled mobile phone or device (“Mobile Device”) whose network allows secure SSL traffic and supports WAP browsers, and conduct limited transactions with a Mobile Device.

- Make check deposits to your Online Accounts (subject to restrictions).

Cash Management (For Business Accounts):

- Originate ACH debit and/or credit transactions on your Online Accounts

- Initiate Wire Transfers

- Reconcile your Online Accounts, monitor incoming transactions and choose to pay or return transactions (through the Reconciliation/Positive Pay (“Positive Pay”) features of Cash Management.

- Link various Accounts for Cash Management (as described further herein) to enable one Common Administrator to serve as Administrator on all linked Accounts.

SIGNING UP FOR ONLINE SERVICES

To sign up for Online Services you must first enroll your Accounts in Online Banking. You may then enroll your Accounts in one or more of our other Online Services.

You may enroll in Online Banking and sign up for Online Services through the PNB Website: www.pnb.com.

The Bank, in its sole discretion, may not permit you to use an Online Service until the Bank has determined, in its sole discretion, that you have accepted or executed all applicable documentation and otherwise provided appropriate information and specifications for the use of the Online Service, and until Bank has had a reasonable opportunity to review any applicable documentation for proper execution and activate the Online Service. In any event, you agree that your use of any Online Service shall, without any further action or execution or acceptance of any documentation on your part, constitutes your acceptance of and agreement to these Terms and Conditions for the use of such Service Section as may be in effect as of the time of such usage.

After you enroll in Online Banking you may gain access to your Online Accounts through the use of your computer or other Internet-enabled device, your ISP, your Online Banking User ID and Password, and for Business Customers through your Cash Management User ID and Password. You may access your Online Accounts through Online Banking 24 hours a day, seven (7) days a week. However, availability of the Online Services may be suspended for brief periods of time for purposes of maintenance or scheduled downtime.

EQUIPMENT AND SOFTWARE REQUIREMENTS AND LIABILITY

You are responsible for obtaining, installing, maintaining and operating, at your cost, all computer hardware, software and Internet access services necessary for using the Online Services. Your computer or Internet access device must, at a minimum, have a browser with capabilities to support a minimum of 128-bit encryption. Supported browsers are Microsoft Internet Explorer (IE), Firefox, or Safari. We typically support the most recent and immediately preceding version of these Internet browser applications. You are also responsible for obtaining, installing and operating, at your cost, anti-virus or malware applications to maintain the security of your device.

The Bank is not responsible for any losses, damages, injuries, errors or failures caused by any malfunction of your computer, modem, telephone line, mobile device or other device or any software problems (including viruses) that may be associated with access to or use of the Online Services or your computer or other device. We also are not responsible for any losses or delays in transmission of information you provide to us or otherwise arising out of or incurred in connection with the use of any Internet or other service provider providing your connection to the Internet or any browser software.

The 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 your connections to the Internet (or portions thereof). The Bank cannot guarantee that such events will not occur. The Bank expressly disclaims any and all liability resulting from or related to such events and in no event shall the Bank be liable for any damages (whether in contract or in tort) that are attributable to the public Internet infrastructure, your ability to connect to the Internet, or the Bank's ability to connect to the Internet on your behalf.

You agree that the Bank, your Internet service provider or mobile service provider, or any agent or subcontractor of any of them, shall not be responsible for any loss, damage or injury resulting from a malfunction of your equipment, mobile device, or software or for any direct, indirect, special or consequential, economic or other damages arising in any way out of the installation, use or maintenance of the equipment, software or Internet browser or access software. The Bank is also not responsible for any loss, damage or injury resulting from an interruption in your electrical power or telephone service; the disconnecting of your telephone line by your local telephone company or from deficiencies in your line quality; or any defect or malfunction of your computer equipment, modem, telephone line, or mobile device.

You must transmit or deliver data and other information in the format and on the media as described herein, or as otherwise required by the Bank in conjunction with rendering Online Services. You shall have the sole responsibility of ensuring the accuracy and correctness of the data transmitted. You acknowledge and agree that the Bank shall not examine the data for correctness and that the Bank shall not have any responsibility for detecting errors in the data transmitted by you. The data you transmit must be legible, correct and complete. Bank shall not process will not be liable for failure to process the data if it is not in the format specified by Bank or if the data is incomplete. The Bank shall not be liable for errors or omissions caused by data that is rejected as the result of your failure to provide the data in accordance with the standards specified herein.

SECURITY PROCEDURES

The increased use of online channels for banking and financial services has expanded the opportunities for cyber-criminals and cyber-crime. Cyber-criminals use viruses, malware and other methods to capture your information (usernames, passwords, and challenge questions and answers) to “hijack” your PC and log in to your applications pretending to be you. Cyber-criminals can more easily hijack your information if you use an unsecured network to log in to the Internet. They can also easily hijack when you do not have up to date virus protection on your hardware and software, or when you visit compromised website or open email attachments that contain embedded malware or viruses. To protect you from Cyber-criminals the bank employs the security procedures described below.

You agree to comply all the Security Procedures and you acknowledge and agree that each of the Security Procedures constitute commercially reasonable security procedures under applicable law for the Online Services.

The Bank, at its sole discretion, reserves the right to modify, supplement, cancel or replace all or any part of a Security Procedure, including the Security Code, multi-factor authentication, Challenge Questions, and any other technology, token, certificate, layered security, software or other element, means, or method of authentication or identification used by the Bank in connection with a Security Procedure (each a “Security Device”) at any time and from time to time. The Bank will attempt to give you reasonable notice of any change in Security Procedures, provided, however, that we may make any change in Security Procedures without advance notice if, in our sole judgment and discretion, we believe such change to be necessary or desirable to protect your or our security.

Your implementation and use of any changed Security Procedures after any such change is implemented shall constitute your agreement to the change and your agreement that the applicable Security Procedures, as changed, are commercially reasonable and adequate for the purposes intended.

User ID and Password: The Bank requires you to use a User ID and Password (collectively, a “Security Code”) to access Online Services. The Bank also employs a multi-factor authentication solution (another “Security Procedure” that provides added safety) that remembers which computer(s) you normally use and prevents potential fraudsters from logging into your Accounts even if they somehow obtain your Security Code. When the computer you are using to access Online Services is not recognized the multi-factor authentication requires you to verify your identity by responding correctly to certain challenge questions (“Challenge Questions”) that you established during the Online Banking enrollment process.

The Bank requires a User ID that is at least 8 characters in length, and a Password that is 6-25 characters in length and includes both upper and lower case alphabet characters as well as at least one number and one special character (!#$%^&*). We require you to change your Password from time to time and do not allow you to use any one of your previous four (4) Passwords. While our requirements for your User ID and Password and the need to periodically change your Password may seem inconvenient both are an essential piece of our multi–layered Security Procedures. We recommend that you not use any commonly known or easily accessible personal identification, such as social security numbers, address, date of birth, names of children, etc. when creating your Password. We also recommend that you memorize your Password and not write it down.

YOU ARE RESPONSIBLE FOR KEEPING THE SECURITY PROCEDURES AND SECURITY DEVICES, ESPECIALLY YOUR SECURITY CODE AND YOUR CHALLENGE QUESTIONS AND ANSWERS, PROTECTED, SECURE AND STRICTLY CONFIDENTIAL. ANY PERSON WITH ACCESS TO YOUR SECURITY CODE OR CHALLENGE QUESTIONS AND ANSWERS MAY BE ABLE TO ACCESS AND CONDUCT TRANSACTIONS ON YOUR ACCOUNTS. IF YOU PROVIDE YOUR SECURITY CODE OR CHALLENGE QUESTIONS AND ANSWERS TO ANOTHER PERSON YOU AUTOMATICALLY GRANT THAT PERSON THE AUTHORITY TO ACCESS AND CONDUCT TRANSACTIONS ON YOUR ACCOUNTS.

THE INITIATION OF A TRANSACTION USING SECURITY PROCEDURES SECURITY DEVICES CONSTITUTES SUFFICIENT AUTHORIZATION FOR THE BANK TO EXECUTE SUCH TRANSACTION - NOTWITHSTANDING ANY SIGNATURE REQUIREMENTS IDENTIFIED ON ANY SIGNATURE CARD OR OTHER DOCUMENTS RELATING TO YOUR ACCOUNTS. YOU AGREE THAT THE SUBMISSION OF TRANSACTIONS AND INSTRUCTIONS USING THE SECURITY PROCEDURES SHALL BE CONSIDERED THE SAME AS YOUR WRITTEN SIGNATURE IN AUTHORIZING THE BANK TO EXECUTE SUCH TRANSACTION. YOU ALSO AGREE THAT WE ARE AUTHORIZED TO ACT ON ALL INSTRUCTIONS ENTERED AND TRANSACTIONS INITIATED USING YOUR SECURITY PROCEDURES AND SECURITY DEVICES AND THAT YOU SHALL BE BOUND BY ANY TRANSACTIONS INITIATED THROUGH THE USE OF THE SECURITY PROCEDURES, WHETHER INITIATED BY YOU OR ANOTHER, OR WHETHER AUTHORIZED OR UNAUTHORIZED TO THE FULLEST EXTENT ALLOWED BY LAW.

IF YOU BELIEVE ANY SECURITY PROCEDURE OR SECURITY DEVICE HAS BEEN COMPROMISED IN ANY WAY YOU SHOULD IMMEDIATELY LOG IN AND CHANGE YOUR PASSWORD AND THEN CONTACT US AS SOON AS POSSIBLE AT THE TELEPHONE NUMBERS INDICATED AT THE BEGINNING OF THIS AGREEMENT. AN IMMEDIATE TELEPHONE CALL TO US IS THE BEST WAY TO REDUCE ANY POSSIBLE LOSSES.

You also acknowledge and agree that the Security Procedures are not designed to detect errors in the transmission or content of communications or transactions initiated by you and that you bear the sole responsibility for detecting and preventing such errors.

Your Security Responsibilities: You are solely responsible for maintaining the physical, electronic, procedural, administrative, and technical security of data and systems in your possession or under your control. The Bank is not responsible for any computer viruses (including, without limitation, programs commonly referred to as “malware,” “keystroke loggers,” and/or “spyware”), problems or malfunctions resulting from any computer viruses, or any related problems that may be associated with the use of any Online Service. Any material you download or otherwise obtain through the Internet is at your own discretion and risk, and the Bank is not responsible for any damage to your computer or operating systems or for loss of data that results from the download of any such material, whether due to any computer virus or otherwise. You are solely responsible for maintaining and applying anti-virus software, security patches, firewalls, and other security measures with respect to your operating systems, and for protecting, securing, and backing up any data and information stored in or on your operating systems. The Bank is not responsible for any errors or failures resulting from defects in or malfunctions of any software installed on your operating systems or accessed through an Internet connection.

We suggest that you routinely scan the PC you use for Online Services using a continually updated virus protection product that also scans Internet and e-mail files. An undetected virus may corrupt and destroy programs, files and your hardware, and may even affect portions of the software used for Online Services.

You acknowledge and agree that it is your responsibility to protect yourself and to be vigilant against e-mail fraud and other internet frauds and schemes (including, without limitation, fraud commonly referred to as “phishing” and “pharming”). You agree to educate yourself and anyone with access to your Online Accounts as to the risks of such fraud and to avoid such risks. You acknowledges that the Bank will never contact you by e-mail in order to ask for or to verify Account numbers, Security Codes, Security Devices, or any sensitive or confidential information. You agree that the Bank is not responsible for any losses, injuries, or harm incurred by you as a result of any electronic, e-mail, or Internet fraud.

You agree to review all of your Accounts on a daily basis to detect any unauthorized transactions. To prevent unauthorized transactions, you shall limit access to your Access Devices to authorized persons through appropriate security measures and turn off your Access Devices when not in use, except for short term periods during normal business hours.

You agree to keep all Security Procedures and Security Devices protected, secure, and strictly confidential and to provide or make available the same only to your authorized representative(s). You agree not to disclose or provide any Security Procedures or Security Devices to any unauthorized person. Where you have the ability to change or modify a Security Device from time to time (e.g., a Password), you agree to change Security Devices frequently in order to ensure the security of the Security Device. You agree to notify us immediately if you believe that any Security Procedures or Security Device have been stolen, compromised, or otherwise become known to persons other than you or your authorized representative(s) or if you believe that any transaction or activity is unauthorized or in error. In the event of any actual or threatened breach of security, we may issue you a new Security Device or establish new Security Procedures as soon as reasonably practicable, but we shall not be liable to you or any third party for any delay in taking such actions.

Additional Cash Management Security Procedures: You agree to all of the foregoing Security Procedures and, in addition, you agree to appoint and designate persons as administrators (“Administrators”) who you authorize to be responsible for creating and maintaining subsequent User IDs, Passwords and tokens on your behalf, and assigning and revoking access privileges for persons to use the Service (“Authorized Users”) and providing new and subsequent Security Devices to those Authorized Users. You understand that the Administrator has the capability of providing administrative privileges identical to that of the Administrator to any Authorized User, including the ability to create and maintain subsequent Authorized User accounts and assigning and revoking access privileges. If these privileges are granted by the Administrator to an Authorized User, that Authorized User will also be considered an Administrator. You will be required to use the Security Device each time you access the Online Services. You acknowledge that any Administrator shall have the ability to control security levels such as Online Service access and Online Service transaction limits (including, without limitation, the ability to assign dollar amount limits to transfers of funds). You agree that Authorized Users will not give their Log-in IDs or Passwords or make them available to any other person. You are solely responsible for use and control of passwords issued to Authorized Users. Because Log-in IDs and Passwords can be used to access funds in any of your Online Accounts and to access information about any of your Online Accounts, subject to limitations set by the Administrator, you are responsible for the Administrator and the Authorized Users treating their Log-in IDs and Passwords with the same degree of care and secrecy that you use to protect other sensitive financial data, but not less than reasonable care. You acknowledge and agree that Bank is not responsible for transactions performed by unauthorized Individuals using your or your Authorized Users valid Log-in IDs and Passwords.

To protect you, if a Password is entered incorrectly on three (3) consecutive access attempts your Online Banking access will be suspended. If this happens please contact us. We assume no responsibility to discover, audit or report to you any possible breach of security by your Administrator or Authorized Users, or unauthorized disclosure or use of your User IDs or Passwords. In the event that you suspect any compromise of security (whether or not involving your employees, agents, or Authorized Users) you must promptly notify us.

You agree to keep all Security Procedures and Security Devices protected, secure, and strictly confidential and to provide or make available the same only to your authorized representative(s). You agree not to disclose or provide any Security Procedures or Security Devices to any unauthorized person. You also agree that Authorized Users shall not share Security Devices with each other. Where you have the ability to change or modify a Security Device from time to time (e.g., a password) you agree to change Security Devices frequently in order to ensure the security of the Security Device. You agree to notify us immediately if you believe that any Security Procedures or Security Device have been stolen, compromised, or otherwise become known to persons other than you or your authorized representative(s) or if you believe that any transaction or activity is unauthorized or in error. In the event of any actual or threatened breach of security, we may issue you a new Security Device or establish new Security Procedures as soon as reasonably practicable, but we shall not be liable to you or any third party for any delay in taking such actions.

You agree to notify us immediately if the authority of any authorized representative(s) shall change or be revoked. You shall recover and return to us any Security Devices in the possession of any of your authorized representative(s) whose authority to have the Security Device has been revoked.

We recommend that Cash Management Primary and Secondary Administrators establish a series of valid days of the week and/or time limitations for each Authorized User within the Authorized User settings. If an Authorized User attempts to log in and the day or time does not match what is enabled, they will receive a message indicating that they cannot login. We also recommend use of a stand-alone computer to perform Cash Management activities ensuring that the computer is hardened, is not used for web-surfing or email, and that anti-virus software and security patches are installed and kept current.

User IDs for Cash Management: The Bank will issue a PNB Cash Management User ID and Password to your Primary Administrator (i.e. the person appointed by you and designated on the PNB Cash Management Enrollment Forms as Administrator for Cash Management Online Services).

Your Primary Administrator may designate one or more Secondary Administrators. Your Primary Administrator and any Secondary Administrator may designate one or more Authorized Users, establish transaction and authority limits for each Authorized User, edit Authorized User authority, unlock blocked Authorized Users, and delete Authorized Users. You accept as your sole responsibility the designation of any Secondary Administrator by your Primary Administrator and any Authorized User by your Primary Administrator or any Secondary Administrator. You understand that your Primary Administrator and any Secondary Administrator will control, and you authorize your Primary Administrator and any Secondary Administrator to control, access and use by Authorized Users of the Online Services. Your Primary Administrator and any Secondary Administrator can add, change or terminate your Authorized Users from time to time in their sole and absolute discretion. A User ID and Password identify the Authorized User as an individual who is authorized to conduct transactions on your account and validate the directions given.

You will require your Primary Administrator, any Secondary Administrator(s), and all Authorized Users to comply with all provisions of this Agreement and all other applicable agreements, and you represent and warrant that they will do so. You acknowledge and agree that you are fully responsible for the failure of your Primary Administrator, any Secondary Administrator or any Authorized User to so comply. You are primarily responsible for (i) any Bill Payment or transfer made, (ii) any other Online Services utilized or transaction entered into or completed, and (iii) any charges incurred by your Primary Administrator, any Secondary Administrator, and any Authorized User, even if your authorization is exceeded or violated by such person.

Whenever any Authorized User leaves your employ or you otherwise revoke the authority of any Authorized User to access or use the Online Services, you must notify your Primary Administrator or any Secondary Administrator immediately and the Primary Administrator or Secondary Administrator, as applicable, is solely responsible for deactivating such Authorized User’s Cash Management User ID. You remain fully responsible for all use of the Cash Management User ID and the Online Services by any such Authorized User.

Whenever any Secondary Administrator leaves your employ or you otherwise revoke the authority of any Secondary Administrator to access or use the Online Services, you must notify your Primary Administrator immediately and the Primary Administrator is solely responsible for deactivating such Secondary Administrator’s Cash Management User ID. You remain fully responsible for all use of the Cash Management User ID and the Online Services by any such Secondary Administrator.

Whenever your Primary Administrator leaves your employ or you otherwise revoke your Primary Administrator’s authority to access or use the Online Services, you must notify us immediately. You remain fully responsible for all use of the Online Services by the Primary Administrator occurring before you notify us and we have had a reasonable opportunity to act upon your notice.

Separation of Duties for Cash Management Customers: The System provides you the ability to require that an approval of certain Online Services take place before they can be processed. In order to increase your internal security, we recommend that your Primary Administrator assign dual control to initiate transactions such as Funds Transfers and ACH Originations whenever possible.

THE ONLINE BANKING SERVICE (FOR PERSONAL AND BUSINESS CUSTOMERS)

Balance Inquiries and Reporting: You may use the Online Banking to inquire on the balance of your Online Accounts or the detail of transactions on your Online Accounts. The balance shown for your Online Accounts may include deposits still subject to verification by the Bank. The balance shown also may differ from your records because it may not include deposits in progress, outstanding checks, or other withdrawals, or charges.

Internal Funds Transfers: You may use the Online Banking to schedule the internal transfer of funds between your deposit Accounts (“Internal Transfer”). You may not use this Online Service, however, to obtain an advance or to transfer funds from any loan Account.

You may make Internal Transfers in the following ways: (i) An immediate transfer - a single transfer of funds to be made as soon as possible after you request the transfer; (ii) A future dated transfer - a single transfer of funds to be made on a date you specify; and (iii) A recurring transfer - one of a series of transfers of a fixed amount of funds on the regular periodic basis that you specify.</>

If you make a deposit to any of your Online Accounts by transferring funds using this Online Service before 5:00 p.m., Eastern Time, on any Business Day that we are open, we will consider that day to be the day we receive your deposit, unless we tell you otherwise. If you make a deposit to any of your Online Accounts by transferring funds using the Online Services after 5:00 p.m., Eastern Time, on any Business Day or on any day that is not a Business Day, we will consider your deposit to be received by us on the next Business Day on which we are open.

You are responsible for the input and verification of all information you enter to effect a funds transfer. Pacific National Bank shall have no responsibility to determine the accuracy of such information.

The Bank may, in its sole discretion, reject any funds transfer request if there are insufficient collected funds available in your authorized Online Account(s); or if the transfer request (1) is not authenticated to the Bank’s satisfaction or the Bank believes, in good faith, may not be authorized by you; (2) contains incorrect, incomplete or ambiguous information; or (3) involves funds subject to a lien, hold, dispute or legal process which prevents their withdrawal or transfer. The Bank shall incur no liability for any loss to you or to any third person occasioned by the Bank’s refusal to make such funds transfer.

Federal regulations require us to limit the number of preauthorized, automatic or telephone transfers (including funds transfers made with Online Banking) on certain types of deposit accounts. The following limitations apply in accordance with the agreement that governs your Accounts:

Savings Account – you can make no more than six (6) transfers per monthly statement cycle by preauthorized automatic transfer by telephone or Online Banking, or ATM/Debit Card POS transactions.

Money Market Account – you can make no more than six (6) transfers per monthly statement cycle by preauthorized automatic transfer by telephone or Online Banking, check, draft or ATM/Debit Card POS transactions.

In accordance with federal law, if you have more than the allowable preauthorized transfers or preauthorized checks or drafts (for Money Market Accounts) in any one period, your Account may be subject to closure and the funds placed in another Account that you are eligible to maintain or we may take away the transfer and draft capabilities of your Account.

Stop Payment Orders: You can use this Online Service to initiate a stop payment request online for any check drawn against any of your Online Accounts. Each time you initiate a stop payment request, you warrant that the information describing the check, including the check date, the exact amount, the check number, and payee are correct. You agree that we will not be responsible for stopping payment unless we receive your stop payment request within a reasonable time for us to act on it. You understand that your stop payment request is conditional and subject to verification by us that the check has not already been paid or that some other action to pay the check has not been taken by you.

A stop payment request against a check is effective only against the check that is identified as described above. A written request will be valid for 6 months, unless you renew your request in writing before the expiration of this time period. Otherwise, if you do not timely renew your request in writing and the check is presented to us for payment following the expiration of this time period, we may pay the check without any liability to you. We will charge you a separate fee for each stop payment request you make using this Online Service. The amount of this fee is disclosed in Our Schedule of Charges.

If you make a stop payment request using this Online Service after 5:00 p.m., Eastern Time, on any Business Day or any day that is not a Business Day, we will consider your request to be received by us on the next Business Day we are open.

Online Banking Alerts (when available): Online Banking Alerts allow you to create a variety of automated alert messages for your Online Accounts. Each alert has different options available, and you will be asked to select from these options upon activation of your alert Online Services. Electronic alerts will be sent to the email address you have provided as your primary email address for Online Banking. If you change your email address you are responsible for informing us of the change. You understand and agree that your alerts may be delayed or prevented by a variety of factors. We neither guaranty nor warrant the delivery nor the accuracy of the contents of any alert. You also agree that we shall not be liable for any delays, failure to deliver, or misdirected delivery of any alert; for any errors in the content of an alert; or for any actions taken or not taken by you or any third party in reliance of an alert.

Electronic Mail: If you send Pacific National Bank an electronic mail message, Pacific National Bank will deem it received on the following business day. Pacific National Bank must have a reasonable time to act on your e-mail.

You should not rely on electronic mail if you need to communicate with Pacific National Bank immediately – for example, if you need to report an unauthorized transaction from one of your Accounts or if you need to stop a payment that is scheduled to occur.

You agree that Pacific National Bank may respond to you by electronic mail with regard to any matter related to an Online Service, including responding to any claim of unauthorized electronic funds transfer that you make. Any such electronic mail sent to you by Pacific National Bank is deemed received within three (3) days of the date sent by Pacific National Bank, regardless of whether or not you sign on to use the Online Service within that time frame.

Statements: You will continue to receive regular monthly paper account statements for your Online Accounts unless you elect to receive statements electronically (eStatements). If you elect to receive eStatements for an Online Account you will no longer receive a regular paper account statement for such account.

THE BILL PAY SERVICE (FOR PERSONAL AND BUSINESS CUSTOMERS)

Bill Pay: The Bill Pay Service allows you to direct payments from an Online Account that you enroll in Bill Pay (“Bill Pay Account”) to third parties you wish to pay. To use Bill Pay you must first be enrolled in Online Banking and you must hold at least one PNB checking account that you enroll in Bill Pay. If you have more than one PNB checking account you may enroll each checking account in Bill Pay.

Access to Bill Pay/Identification of Payees: To gain access to Bill Pay you must sign on to the Online Banking Service by entering your Online Banking ID and Password on the Bank’s web page, then select the “Bill Pay” option from the Online Banking menu. Before you use Bill Pay you also must provide information online to us to identify your Payees. To identify a Payee you can use Bill Pay to search for the Payee or manually set up a new Payee.

You must provide sufficient information about a Payee to permit us to properly direct a payment and permit the Payee upon receipt of a payment to identify you as the payment source. You do this by filling in all required fields with accurate information, as directed by Bill Pay screen messages. When we receive a Payment Instruction through Bill Pay you authorize us to debit your Payment Account and remit funds to the Payee on your behalf.

Types of Bill Pay Payments: You may use Bill Pay to make the following types of bill payments: (a) Single Payment: You may schedule a payment to be made one time to a Payee. The payment may be scheduled on a future date or on the same day that you enter the Payment Instruction, provided you enter the Payment Instruction by the Cutoff Time. (b) Recurring Payment: You may schedule payments to Payees to be automatically initiated in a fixed amount on the same scheduled payment frequency. You may make payments weekly, bi-weekly, semi-monthly, monthly, quarterly, semiannually, or annually. If the Scheduled Payment Date does not exist in a certain month, then the payment will be initiated on the last Business Day of the month. For example, if you schedule a payment for the 30th of each month, your payment for the month of February will be initiated on or before the 28th day of February.

Prohibited payments: The following payments are prohibited through Bill Pay: (i) payments to settle securities purchases, (ii) tax payments or court ordered payments of any kind (for example, alimony and child support, tax and other court or government directed payments, fines or penalties), (iii) payments to Payees located outside of the United States. We reserve the right to refuse to make payments to such payees. Payments for these payees will be your sole responsibility if refused, delayed or improperly processed or credited.

How Payments Are Made: Bill Pay payments (“Bill Payments”) are generally made electronically ("Electronic Bill Payments"). However, if a Payee is unable to receive electronic payments, the Bill Payment will be made in paper form ("Paper Bill Payments").

While it is anticipated that most Bill Payments will be processed and completed on the next Business Day after your Scheduled Payment Date, and arrive approximately 3-7 Business Days after your selected Schedule Payment Date (depending on whether the payment is an Electronic Bill Payment or a Paper Bill Payment) it is understood that due to circumstances beyond our control, and I particular due to delays in handling and posting payments by slow responding payees or financial institutions, or delays in mailing of Paper Bill Payments, some transactions may take a day or even a few days longer to be credited by your Payee to your account. For this reason you should select Scheduled Payment Dates that are no less than seven (7) Business Days before your bill’s actual due date if paid by check and three (3) Business Days before the bill’s actual due date if paid by electronic funds transfer, not the late date and/or a date in the grace period. For Recurring Payments, this means that you must allow additional time for months in which weekends or holidays reduce the number of the Business Days between the Recurring Payment date and the bill’s actual due date. You will bear the responsibility for any and all late charges or penalties assessed by the Payee for Bill Payments not received or not received in a timely manner. Payment Instructions entered after the Cutoff Time or on non-Business Days will be considered entered in Bill Payment on the next Business Day.

You may not schedule duplicate payments. A duplicate payment is one that is scheduled to be made to the same Payee on the same date for the same amount as previously scheduled. A duplicated payment is different from a Recurring Payment. A Recurring Payment is scheduled for the same amount to the same Payee on a recurring schedule. The amount of any Single Payment or Recurring Payment shall not exceed $999,999.99. In addition, a Single Payment to a Payee must be “In Process” (hereinafter defined) before an additional Single Payment can be scheduled to the same Payee.

We will use reasonable efforts to make all your payments properly. However, we shall incur no liability if we are unable to complete any payments initiated by you through Bill Pay because of the existence of any one or more of the following circumstances: (1) if, through no fault of ours, your Bill Pay Account does not contain sufficient funds to complete the transaction or the transaction would exceed any overdraft limit that may be available on your Bill Pay Account; (2) Bill Pay or Online Banking is not working properly and you know or have been advised by us about the problem before you execute the transaction; (3) the Payee mishandles or delays the payment sent by us; (4) you have not provided us with the correct name, address, phone number or account information for the Payee, or you have not provided us with accurate personal information, or you have otherwise provided incomplete payment instructions; or (5) circumstances beyond our control (such as, but not limited to, fire, flood, or interference from an outside force) prevent the proper execution of the transactions and we have taken reasonable precautions to avoid those circumstances.

If the date you schedule a payment to be initiated falls on a non-Business Day funds must be available (collected) in your Bill Pay Account the previous business day (e.g., Friday). Funds are withdrawn from your Bill Pay Account immediately when the payment is sent electronically. You may choose to schedule payments to recur in the same amount at regular weekly, bi-weekly, monthly, semi-monthly, quarterly, annual or semi-annual intervals (a “Recurring Payment”). If a Recurring Payment is chosen, the bill will be paid automatically each billing period. You may change or skip payments that are Recurring Payments, however, to do so you must allow at least three (3) business days after we receive any change to information you have given us about a payee for us to reflect the change.

SECURITY: PAYMENTS FROM ANY BILL PAY ACCOUNT MAY BE INITIATED BY ANYONE HAVING YOUR USER ID AND PASSWORD EVEN IF THAT PERSON IS NOT A PERMITTED SIGNER ON THE ACCOUNT. WHEN ANYONE HAVING ACCESS TO YOUR BILL PAY ACCOUNT HAS ENTERED AND TRANSMITTED A PAYMENT INSTRUCTION, YOU AUTHORIZE US TO REDUCE THE BALANCE IN YOUR BILL PAY ACCOUNT ACCORDINGLY. THEREFORE, IT IS IMPORTANT THAT YOU NOT PROVIDE YOUR USER ID OR PASSWORD TO ANYONE.

Collected Funds Requirements: You must have sufficient collected funds in your Bill Pay Account to pay for any Bill Payment, as well as any other payment obligations you have to the Bank. The Bank reserves the right, without liability, to reject or reverse a Bill Payment if you do not have sufficient collected funds in the selected Bill Pay Account. Alternatively, the Bank may, in its sole discretion, charge any of your accounts with the Bank to cover such Bill Payment or other obligations even if such charge may create an overdraft for that account, and the Bank may assess all appropriate overdraft fees. If the Bank elects to make a Bill Payment that creates an overdrawn balance you agree to deposit sufficient collected funds to cover the overdraft into the Bill Pay Account or other account by the close of the Business Day on which the overdraft is created. Any overdraft existing at the close of a Business Day is immediately due and payable without notice or demand. If the Bank elects to make a Bill Payment that creates an overdraft in your account on one or more occasions the Bank is not obligated to do so in the future. You are responsible for any non-sufficient funds (NSF), uncollected funds, and overdraft charges the Bank may impose, as stated in Our "Your Deposit Account" brochure and "Schedule of Charges". </p/

Cancellation of a Scheduled Payment: A Bill Payment is a “Scheduled Payment” starting from the time you enter Payment Instructions until the payment is “Processed”. A bill payment is “Processed” starting at the Cutoff times on the Scheduled Payment Date. You may cancel or edit any Scheduled Payment (including Recurring Payments) by following the directions within Online Banking and Bill Payment. There is no charge for canceling or editing a Scheduled Payment. A canceled payment will not appear on your Payment History.

You also may request a Stop Payment of a Paper Bill Payment. See the Stop Payment Orders section of this Agreement for more information. You cannot request a Stop Payment of an Electronic Bill Payment.

We may not have a reasonable opportunity to act on any stop payments or cancellation order given after the payment is “Processed”. If you wish to wish to cancel or modify a Bill Pay transaction you previously authorized but you are unable to cancel or modify via Bill Pay contact the Bank at the telephone, fax number or address indicated at the beginning of this Agreement in time for us to receive your request three (3) business days or more before the payment is scheduled to be made. We may also require you to present your request in writing within fourteen (14) days after you call of FAX us. Although we will make every effort to accommodate your request, we will have no liability for failing to do so. Stop payment requests will be accepted only if we have a reasonable opportunity to act on such requests. Stop payment requests sent to us via electronic mail or in any other manner may not reach us in time for us to act on your request. The charge for each stop payment order will be the then current charge for such service, as amended from time to time.

Payment Methods: Once your scheduled bill payment is “Processed,” we will relay your payment information to a third party vendor, who in turn will remit payment to your Payee by one of the following means: (1) by electronic funds transfer; or (2) by mailing your Payee a check drawn on your Payment Account. The time when your scheduled bill payment is debited from your Payment Account is based on the payment method: (1) an electronic funds transfer will be debited from your Payment Account on the date the payment is schedule, or (2) a check payment will be debited to your Payment Account on the date the check is received by Bank.

Automated Clearing House Entries: Electronic payments that are made by ACH are subject to the ACH Rules, and you agree to be bound by the ACH Rules, including the rule making payment to the Payee provisional until receipt by the Payee’s bank of final settlement of the credit transaction. If final settlement is not received, you will not be deemed to have paid the Payee the amount of the electronic bill payment.

Statements: All of your payments made through Bill Pay will appear on your monthly account statement(s). You can also view payment activity on the Online Banking Account Activity screen.

Canceling the Bill Pay Service: You may cancel your use of Bill Pay at any time by sending an electronic message or request (see the e-mail section) or by calling the Bank. If you notify us by telephone, we may ask you to send us your request in writing. We cannot cancel Bill Pay service until all pending Payments have cleared your Bill Pay Account. If you have pending Payments and do not want to wait for them to clear, you may individually delete these future payments. The Bank may cancel or suspend Bill Pay in whole or in part, at any time without prior notice. Cancellation or suspension shall not affect your liability or obligations under this Agreement.

Payee Limitation: We reserve the right to refuse to pay any Payee to whom you may direct a payment for security reasons or any other reason. We will notify you promptly if we decide to refuse to pay a Payee designated by you. This notification is not required, however, if you attempt to make a prohibited payment under this Agreement.

Closed Accounts: You are responsible for any outstanding Bill Pay payments if you choose to close your Bill Pay Account. You are to inform the Bank of any outstanding payments at the time you close your Bill Pay Account.

Disputes: If there is a dispute between you and us, or either of us and any other person (including any merchant, payee, financial institution or other intended or actual recipient of any Bill Pay transaction), you authorizes us to obtain information regarding you, your account and your bill payment obligations (or the absence of them) from any party that was involved in the Bill Pay transaction or that might otherwise assist in the resolution of the dispute or problem. This may include your financial and other information.

THE MOBILE BANKING SERVICE (FOR PERSONAL AND BUSINESS CUSTOMERS)

Mobile Banking allows a Bank customer to access and view Online Accounts from a web-enabled mobile phone or device (“Mobile Device”) whose network allows secure SSL traffic and supports WAP browsers. The Bank does not guarantee the functionality of Mobile Banking on all wireless devices; however, Mobile Banking generally should be compatible with any web-enabled mobile phone or other Mobile Device, regardless of make, model, or mobile service provider. Mobile Banking Service allows you to view transaction history, view Account balances, view account transaction history, transfer funds between Accounts, pay bills to Payees and view Alerts. However, certain features, information, types of transactions or other services available while using Online Services may not be available through Mobile Banking.

In most cases you may use Mobile Banking to gain access to Online Accounts in which you have an unrestricted right to withdraw funds. However, the Bank, in its sole discretion, may at any time deny Mobile Banking account access, restrict Mobile Banking account transactions, or place limits on the specific dollar amount of funds that may be withdrawn or transferred from any Online Account through Mobile Banking.

Mobile Banking is provided by an independent third party service provider (“Vendor”) selected by the Bank and both the Vendor and Mobile Banking are subject to change from time to time without notice to you. The Vendor is an independent contractor providing software and data transmission services and is not an agent of either you or the Bank. Neither the Bank nor the Vendor is responsible for the actions or omissions of the other.

Use of Mobile Banking requires a web-enabled Mobile Device or a cellular phone that is text-enabled. Mobile Banking on a web-enabled cellular phone is similar to Online Banking on a PC. You can view your available balance and review account history on your Online Accounts. You can also transfer money between your Online Accounts. Transfers may be limited as to frequency and amount. If you have signed up for Bill Pay through Online Banking, Mobile Banking allows you to initiate Bill Payments to the Payees you have already set up through Bill Pay. However, you cannot use Mobile Banking to set up new Payees. You must use the Bill Pay Online Service to set up new payees. In addition, you may not use Mobile Banking to make recurring Bill Payments and you may not place a stop payment on a Bill Payment through Mobile Banking. If you have set up Alerts on your Online Account you may review the Alerts with Mobile Banking, however you cannot set up new Alerts using Mobile Banking. Mobile Banking through a text-enabled cellular phone service (“SMS Texting”) is limited to making a balance inquiry, viewing transaction history on the account and viewing Alerts, and, for Cash Management customers, approving or confirming ACH and/or wire transfer transactions. Text messages are sent to you without being encrypted thus you assume all the risk associated with third party interception.

To use Mobile Banking you must have an open Account at the Bank, register the Account for Online Banking, and have a compatible Mobile Device. During the registration process, you will enter your mobile phone number as well as other information required to authenticate your identity. After you have accepted these Terms and Conditions and clicked “Continue”, you will receive a SMS Text Message to your Mobile Device acknowledging that you have registered for Mobile Banking. After you receive the SMS Text Message you will be provided with further instructions on how to access Mobile Banking using the browser on your Mobile Device as well as how to receive account balance information using SMS Texting. During this registration process you will be required to provide your Online Banking identification credentials (User ID and Password).

The Bank’s SMS Text Messaging address/short code is: 89549. Message and Data Rates may apply.

You may discontinue the receipt of Alerts immediately by texting the word STOP in reply to an Alert. You may unsubscribe from this service entirely through Online Banking.

Mobile Banking Physical and Electronic Security:Because Mobile Banking is similar to Online Banking on a PC there are security risks associated with the use of Mobile Banking. The hardware and software that you use in connection with Mobile Banking may be subject to unauthorized tracking or other manipulation by spyware or other malicious code. We are not responsible for advising you of the existence or potential effect of such malicious code, and your use of your hardware and software is at your own risk. We will use commercially reasonable efforts to secure Mobile Banking to prevent access by unauthorized persons and to prevent the introduction of any malicious code, such as a computer virus. However, no security system is failsafe, and despite our efforts the security of Mobile Banking could be compromised or malicious code could be introduced by third parties. We will provide you with notice if your information is the subject of a security breach as required by applicable law.

Internal Transfers via Mobile Banking: You may carry out Internal Transfers to and from your Online Accounts through Mobile Banking. Internal Transfers will be reflected on your Online Accounts on the day you initiate them. We can process a Mobile Banking Internal Transfer until 5:00 p.m. on the Transfer Day. If you initiate a Mobile Banking Internal Transfer after the cutoff time, the transaction will be reflected in your Online Account at the time the Internal Transfer is initiated, but it will be processed the following Business Day. If the day you initiate an Internal Transfer falls on a weekend or holiday, we will process your transaction the next Business Day. We may refuse to act on your Internal Transfer request if sufficient collected funds are not available in your Online Account on the date you want us to make the Internal Transfer, or we may carry out the transaction and overdraw your Online Account. In either event, you are responsible for any non-sufficient funds (“NSF”) charges that may apply.

You are fully obligated to us to provide sufficient collected funds for any Internal Transfers you make or authorize to be made through Mobile Banking. If we complete an Internal Transfer that you make or authorize and we subsequently learn that you have insufficient collected funds for the transaction, you agree that we may reverse the transaction or offset the shortage with funds from any other Account(s) you have with us to the extent permissible by the applicable law and the terms of any other relevant agreements.

Confirmations: Upon completion of an Internal Transfer or Bill Payment, a confirmation message will be displayed on your Mobile Device confirming that the transaction has been completed. If Alerts have been enabled, an SMS Text message will be sent to confirm the transaction. You should record the transaction information in your checkbook/transaction register or other permanent record. This procedure will help in resolving any problems that may occur. No printed receipts are issued through Mobile Banking.

Limitations: Your use of Mobile Banking is subject to the following limitations:

- Dollar Amount. There may be a limit on the dollar amount of the transactions you can make using Mobile Banking. Security reasons limit the dollar amount of transactions and these limits are subject to change from time to time. Payment can only be made with U.S. currency.

- Frequency. In addition to the Federal banking regulations that restrict the number of transfers and withdrawals, there may be limits on the number of transactions you can make using Mobile Banking. These limits are for security reasons and are subject to change.

- Foreign Transactions. No Payments may be made to Payees outside the United States. Additional limitations may be contained in this Agreement. Your ability to initiate transactions may also be limited by the terms of other agreements you have with the Bank or by applicable law.

SMS Texting Service: Mobile Banking enables you to access your Account(s) through an SMS text enabled Mobile Device. By activating/registering your Mobile Devices for this service, you agree to receive and send electronic text messages about your Accounts. The Bank will send text messages to you based upon the instructions you provide at the time of the SMS request that you send. You hereby acknowledge and accept that each message is sent to you without being encrypted and will include certain information requested on your Account(s).

You may request and receive text messages concerning your accounts on any text enabled Mobile Device. It is your responsibility to determine if your wireless carrier provider supports text messages and your Mobile Device is capable of receiving text messages. The Bank’s SMS messages are subject to the terms and conditions of your agreement(s) with your wireless carrier provider and you acknowledge that your use of the SMS service may result in additional or changed fees by your mobile device carrier. Once you activate your Mobile Device you are solely responsible for keeping any personal information in your Mobile Device secure.

For your protection, you agree to:

- Log in to Online Banking and cancel SMS Texting if you or your wireless carrier provider cancel your service.

- Log in to Online Banking and cancel SMS Texting if your Mobile Device is lost or stolen

- Contact the Bank if your Mobile Device is lost or stolen.

- Log in to Online Banking and cancel or edit SMS Texting if there are changes to your wireless carrier provider or Mobile Device number (cell phone number).

- Erase your “Sent Message” and “Inbox” that may contain your SMS PIN number or other personal information.

You acknowledge, agree and understand that your receipt of any SMS messages may be delayed or prevented by factor(s) affecting your wireless carrier provider and/or other factors outside our control. We neither guarantee the delivery nor the accuracy of the contents of any message(s).

You also agree not to hold the Bank liable for any losses, damages or costs that may arise in whole or in part, from:

- Non-delivery, delayed delivery, or the misdirected delivery of any message; or

- Inaccurate or incomplete content in any message; or

- Your reliance on or use of the information provided in any SMS service message for any purpose.

The Bank does not use text messages for any purpose not included in this Agreement and will not respond to text messages sent to us that do not comply with appropriate action codes. A SMS message does not constitute an official record for the Account to which it pertains.

Mobile Banking Fees: There is no fee or charge assessed by us for you to register for or access Mobile Banking. However, we may assess fees or charges in the future. We will send you notice of such fees or charges as required by law. You may, however, incur charges to receive Internet service on your Mobile Device. You may also incur charges from your wireless carrier when sending and receiving text messages. You will be responsible to your wireless carrier for any such Internet or text messaging charges.

Export Control & International Use: The United States controls the export of products and information containing encryption ("Controlled Technology"). You agree to comply with such restrictions and not to export or re-export any Controlled Technology within Mobile Banking to countries or persons prohibited under the Export Administration Regulations ("EAR"). By downloading any products or information from Mobile Banking you are agreeing that you are not in a country where such export is prohibited and that you are not a person or entity to which such export is prohibited. You are responsible for compliance with the laws of your local jurisdiction regarding the import, export, or re-export of any products or information subject to the EAR. We do not make any representation that any content or use of Mobile Banking is appropriate or available for use in locations outside of the United States. Accessing Mobile Banking from locations where its contents or use is illegal is prohibited by the Bank. Those choosing to access Mobile Banking from locations outside the United States do so at their own risk and are responsible for compliance with local laws.

Proprietary Rights: Except for your materials and account information, all content received via Mobile Banking is the exclusive property of Pacific National Bank and/or its licensors and is protected by copyrights or other intellectual property rights.

Your Other Responsibilities: In addition to your other responsibilities described in this Agreement, you agree to the following additional responsibilities:

- Provide Accurate Information Upon Registration. You agree to provide true, accurate, current, and complete information about yourself as requested in registering for the Service, and you agree to not misrepresent your identity.

- No Illegal Use of Online Banking Services. You agree not to use any Online Banking Service, including Mobile Banking, to conduct any business or activity or solicit the performance of any activity that is prohibited by law or any contractual provision by which you are bound with any person. You agree to comply with all applicable laws, rules, and regulations in connection with the Service. You certify that you are 18 years of age or older or otherwise able lawfully to enter into contracts under applicable law.

- Prompt Notice of Theft or Destruction of Equipment. You agree to notify us in a timely manner in the event you lose, change, or destroy the device whose phone number is registered with Mobile Banking.

- Naming Accounts. You agree not to use any personally-identifiable information when providing shortcuts or creating nicknames to your Accounts.

Duty to Inspect: You shall inspect all transaction history, reports, journals, and other material evidencing the output of the service(s) performed by the Bank. You must report all errors to the Bank for services performed and indicated in the transaction history, reports, journals, and other material evidencing the output of the service(s) or otherwise reported to you daily by the close of business on the banking day following the day on which the Service(s) is rendered. You must report all other errors within a reasonable time not to exceed sixty (60) days from the date that the error is made. Failure of you to promptly report errors within such specified time shall preclude you from asserting against the Bank any claims arising from the error or any loss caused by the error.

Mobile Deposit Service: You may make deposits of the electronic image of a check or Substitute Check (each an “item”) to your eligible Online Accounts through Mobile Banking by capturing an electronic image of the item with a capture device (such as a camera) on your Mobile Device and submitting images and associated information to us for processing. You must be a PNB deposit account customer for more than 30 days before your Online Accounts may be eligible for Mobile Deposit.

When you use Mobile Deposit you agree:

- that you will deposit only images that originated as paper checks, and that you will not attempt to deposit any third-party or electronic checks using Mobile Deposit;

- to the Security Procedures described in this Agreement;

- to keep your email address updated within Online Banking;

- to properly endorse all items you deposit through Mobile Deposit in the manner described below;

- not to attempt to deposit items into your Online Accounts through Mobile Deposit unless you have authority to do so under this Agreement;

- that after you submit an item for deposit using Mobile Deposit you will not (and will not attempt to) redeposit, otherwise transfer, or negotiate the original item;

- that after you submit an item for deposit you are solely responsible for the storage or destruction of the original item as indicated in this Agreement;

- that the electronic image of the item you deposit through Mobile Deposit will become the legal representation of the item for all purposes;

- that any image we receive accurately and legibly represents all of the information on the front and back sides of the original item you deposit through Mobile Deposit as originally drawn; and

- that you will promptly provide us with a written notice of any claim you receive regarding Mobile Deposit.

You may not deposit any of the following types of items through Mobile Deposit and you agree that you will not use Mobile Deposit to deposit any such items:

- Checks payable to any person or entity other than a person or entity that owns the Online Account that the check is being deposited into;

- Checks containing an alteration on the front of the check or item, or which you know or suspect, or should know or suspect, are fraudulent or otherwise not authorized by the owner of the account on which the check is drawn;

- Checks payable jointly, unless a check is deposited into an Online Account in the name of all payees named on the check;

- Checks previously converted to a substitute check, as defined in Regulation CC;

- Checks drawn on a financial institution located outside the United States;

- Checks that are remotely created checks, as defined in Regulation CC;

- Checks not payable in United States currency;

- Checks dated more than 6 months prior to the date of deposit;

- Checks or items which are otherwise not acceptable under the terms of this Agreement;

- Checks payable on sight or payable through drafts;

- Checks with any endorsement on the back other than that specified below in this Agreement;

- Checks that have previously been submitted through Mobile Deposit or through any deposit capture service (mobile or otherwise) offered at any other financial institution; or

- Checks or items that are drawn or otherwise issued by the U.S. Treasury Department.

Communications Regarding Mobile Deposit: The Bank will provide you with notices and other communications regarding Mobile Deposit via the email address that you provided within Online Banking. You agree that this email address is up to date and a valid email address the Bank may use to contact you. You may change this email address by logging into Online Banking, clicking on the Settings Tab, and indicating your new email address. We will notify you by email after a deposit has been received, approved, and/or declined. We may also contact you by this email address if necessary to resolve any deposit disputes.

Image Quality: The image of an item you deposit through Mobile Deposit must be legible and clear. It must not be altered. It must capture all pertinent information from the front and back of the item. Image quality must comply with industry requirements established and updated by the Federal Reserve Board and any other regulatory agency. You authorize us to electronically transmit them as an image. If the electronic files and/or images you transmit to us with respect to any item do not comply with our requirements for content and/or format, we may, in our sole discretion:

- Further process and transmit the item and data in the form received from you;

- Repair or attempt to repair the item or data and then further process and transmit it;

- Process an item as a photocopy in lieu of an original; or

- Return the data and item to you unprocessed and charge back your Account

Endorsement: You agree to properly endorse all items captured and submitted using Mobile Deposit. This should include a signature(s) from the named payee(s). It is also suggested that you write “For Pacific National Bank Mobile Deposit Only.” This will help prevent a duplicate deposit being made.

Processing Time and Availability of Funds: We may return or refuse to accept all or any part of a deposit to your Account using the Service at any time and will not be liable for doing so even if such action causes outstanding checks or other debits to your account to be dishonored and returned. Images of items transmitted by you are not considered received by us until you receive an electronic confirmation of the receipt of the deposit from us. Receipt of the confirmation from us does not mean that the transmission was error-free or complete. You may still receive a declined deposit email if the deposit is outside our guidelines. Once items have been approved through Mobile Deposit, they are subject to the Bank’s funds availability policies.

Disposal of Transmitted Items: You are responsible for retaining each original item in a safe and secure environment in accordance with applicable laws as in effect from time to time. You will store the original items and take appropriate measures to ensure they are not deposited a second time. You will promptly (but in any event within seven (7) Business Days) provide any retained original item if we request it, to aid in the clearing and collection process to resolve claims by third parties with respect to any item, or as we otherwise deem necessary. After forty-five (45) days following transmittal to us and receipt of a confirmation from us that the image of the item has been received, you agree to mark the item as “VOID” and properly dispose it to ensure it is not presented for deposit again.

Restrictions and Limitations: You agree your deposits using Mobile Deposit will not exceed the following limitations (which the Bank may change from time to time);

- Payment Limit Amount: This is the maximum amount of any single item that you may deposit in any of your Accounts through Mobile Deposit. For personal Accounts: $5,000. For business Accounts: $60,000;

- Daily Limit Amount: This is the maximum cumulative amount of all items you may deposit in all of your Accounts through Mobile Deposit on any single business day. For personal customers: $5,000. For business customers: $60,000.

- Daily Limit Count: This is the maximum number of deposits you may make to all your Accounts through Mobile Deposit on any single business day. For personal customers: 5. For business customers: 60.

- Monthly Limit Amount: This is the maximum cumulative amount of all items you may deposit in all your Accounts through Mobile Deposit over the course of one calendar month. For personal Accounts: $5,000. For business Accounts: $60,000.

- Monthly Limit Count: This is the maximum number of deposits you may make to all your Accounts through Mobile Deposit over the course of one calendar month. For personal customers: 5. For business customers: 60.

Minimum Hardware and Software Requirements: In order to use Mobile Deposit, you must obtain and maintain, at your expense, compatible hardware and software including, but not limited to, an Internet and mobile phone compatible of capturing an electronic images.

Eligibility, Termination and Changes: You are eligible to use Mobile Deposit if (i) you are a domestic U.S. individual or business holding a checking or savings Account with the Bank, (ii) you have submitted to the Bank, for that Account, a valid Form W-9 Request for Taxpayer identification Number and Certification, and (iii) the address of your permanent residence indicated on the Bank’s records for the Account is within the United States. If you meet all of the above requirements you may register for Mobile Deposit. Registration does not entitle you to use Mobile Deposit. Your entitlement to use Mobile Deposit is subject to your compliance with the terms of this Agreement.

Eligibility Limitations: You may not be eligible for Mobile Deposits if:

- You do not meet all of the requirements referenced in this Agreement;

- Your Account is blocked, frozen, or dormant;

- You misuse Mobile Deposit or your Account;

- The Bank receives correspondence transmitted to the address on file for your Account as undeliverable; or

- You failed to comply with the terms and conditions of this Agreement or any other agreement you may have with the Bank.

We have the right to suspend or terminate Mobile Deposit at any time if you or your Accounts(s) do not meet our eligibility requirements or if you are in violation of this Agreement. We may also terminate Mobile Deposit in the event your wireless service terminates or lapses. We also reserve the right to change the eligibility requirements and Mobile Deposit Service at any time. If we change the eligibility requirements for Mobile Deposit we shall notify you.

Errors: You agree to notify us promptly of any errors. All deposits made through Mobile Deposit will be deemed to be correct unless you notify us of any errors to your deposits. We must hear from you no later than 60 days after we transmit the FIRST statement on which the problem or error appeared or as otherwise specified in this Agreement.

Changes: We reserve the right to change Mobile Deposit at any time and will provide the appropriate notification to you if we do so. We also reserve the right to change the fee structure for Mobile Deposit at any time and will provide the appropriate notification to you if we do so. We reserve the right to deny, suspend or revoke access to Mobile Deposit immediately, in whole or in part, in our sole discretion, without notice, if we believe you are in breach of this Agreement or another agreement you may have with the Bank, or if We believe you are otherwise using or accessing Mobile Deposits in a manner inconsistent with the terms and conditions of this Agreement. Further, we have the right to suspend Mobile Deposit immediately in the event of an emergency or in the event of acts or circumstances beyond our control. Any termination will not affect any obligations arising prior to termination, such as the obligation to process any items that were processed or in the process of being transmitted or collected prior to the termination date, or any returns prior to termination.

Mobile Deposit is provided for your convenience and does not replace your monthly Account statement, which is the official record of your Account. Mobile Deposit may be delayed, interrupted or otherwise negatively impacted by factors relating to your mobile device, your Internet service provider, wireless provider or other parties, or due to other reasons outside of our control. We will not be liable for any such delays, interruptions, or negative impacts to Mobile Deposit and you agree that neither we nor our service providers will be liable for any errors or delays in the content, or for any actions taken in reliance thereon.

CASH MANAGEMENT (FOR BUSINESS CUSTOMERS ONLY)

CASH MANAGEMENT

PART I: GENERAL TERMS AND CONDITIONS:

In addition to the Terms and Conditions described in this Agreement, the following Terms and Conditions also apply to Cash Management Services offered to the Bank’s business customers.

Authority, Representations and Warranties: When you sign up for Cash Management you represent and warrant to the Bank that you have the full right, authority and power to agree to these Terms and Conditions and that the execution of the Enrollment Form has been duly authorized by your necessary governing bodies or executive officers, as the case may be. You agree to supply the Bank with any information or documents that the Bank may reasonably request to establish the authority of any representative to enter into or act on your behalf in regards to these Terms and Conditions. You warrant that you are validly existing and in good standing under the laws of your applicable jurisdiction and that you have obtained any consent or authorization of any governmental authority or third party required to be obtained by you.

You also represent and warrant to the Bank that you will not use the Cash Management for any Accounts established primarily for personal, family or household purposes and that any transfer of funds from your Accounts through Cash Management will be made for business purposes and not for personal, family or household purposes. Accordingly, the provisions of any laws or regulations intended for the protection of consumers or the governance of transactions involving consumers or consumer accounts do not apply to any Cash Management transactions affecting your Accounts.

Required Deposit Balance: You agree to maintain the minimum collected balance (“Required Deposit Balance”) the Bank for the use of Cash Management in the amount and the Accounts the Bank may require.

Data and Information Supplied by You: You shall transmit or deliver data and other information in the format and on the media required by the Bank in conjunction with rendering Cash Management Services. You shall have the sole responsibility of ensuring the accuracy and correctness of the data transmitted. You acknowledge and agree that the Bank shall not examine the data for correctness and the Bank shall not have any responsibility for detecting errors in the data transmitted by you. The data transmitted by you must be legible, correct and complete. The Bank shall not process or be liable to you for failure to process the data if it is not in the format specified by the Bank or if the data is incomplete. The Bank shall not be liable for errors or omissions caused by data that is rejected as the result of your failure to provide the data in accordance with the standards specified in these Terms and Conditions and any Operating Instructions for Cash Management.

Update Notice: You shall provide written notice to Bank of any changes to any information you previously provided to the Bank. Such notice must be received by the Bank within 5 Business Days of the change. You shall also provide any additional information requested by the Bank within 5 days of such request.

Deadlines: You agree to deliver or transmit all data or information to Bank by the deadline(s) specified in these Terms and Conditions and the Cash Management Operating Instructions. The Bank shall have no obligation to process data or perform an Online Service if the data is not received by the Bank by the specified deadline.

Checks and Other MICR Documents: You must purchase all checks and other Magnetic Ink Character Recognition ("MICR”) documents from vendors selected or approved by Bank. You also must contact the Bank to obtain the proper check specifications. In the event that any information is not encoded correctly, the Bank shall have no liability for any loss, claim, action, or expenses arising out of such error.

Remotely Created Checks: If you use a Service wherein you create or deposit a Remotely Created Check, as that term is defined in Federal Reserve Board Regulation CC, you warrant to the Bank that the person on whose account the Remotely Created Check is drawn authorized the issuance of the check in the amount stated on the check and to the payee stated on the check.

Fees: You agree to pay the Bank the charges for the services provided in connection with Cash Management as may be set forth from time to time in the Bank’s Schedule of Fees. To receive an updated Schedule of Fees please contact the Bank at the address, telephone or fax numbers or email indicated at the beginning of this Agreement. All fees are subject to change by the Bank, from time to time and in the Bank’s sole discretion, with or without any notice. You authorize the Bank to deduct any charges for Cash Management from any Account you have with the Bank, even if such deductions cause an overdraft in the Account. Should you fail or refuse to pay these charges you agree to pay all collection costs (including reasonable attorney’s fees) which may be incurred by Bank.

Security Interest: To secure the payment and performance of your obligations set forth herein, you grant to the Bank a security interest in, and you pledge and assign to the Bank, all of your right, title, and interest in the following described property, whether now owned or hereafter existing or acquired and wherever located: (a) all monies, instruments, savings, checking and other accounts you hold (excluding IRA, Keogh, trust accounts and other accounts subject to tax penalties if so assigned) that are now or in the future in the Bank’s custody or control; (b) any other collateral described in any security instrument securing your obligations to the Bank hereunder or any other obligation you owe to the Bank; and (c) all proceeds and products of the property as well as any replacements, accessions, substitutions, and additions to any of the above.

No Obligation to Lend Money: You agree that nothing in these Terms and Conditions shall be deemed to constitute a credit facility of any kind or nature whatsoever in your favor even if the Cash Management Services rendered are in conjunction with or reference a line of credit. You understand and acknowledge that this Agreement does not create any right to borrow funds from the Bank and that the Bank has no obligation to lend you funds in providing the Cash Management Services. In the event that your use of the Cash Management Services creates an overdraft on your Accounts such actions will not establish a course of dealing or conduct that would require the Bank to perform any subsequent service which would also create an overdraft.

Bank Shall Not Examine Items: You acknowledge and agree that the Bank will not examine checks, drafts and other items issued by you or payable to you and received by the Bank and processed in conjunction with Cash Management Services. Therefore, legends and other instructions placed on items by you or other parties, such as, but not limited to, "not valid over $500,” "void after 90 days," "full accord and satisfaction," shall not be discovered by the Bank, shall not be binding on the Bank and shall not be enforceable against the Bank. Likewise, the Bank shall not discover alterations, postdated checks, stale dated checks, number of required signatures on checks, or discrepancies between the amount of the check or item as written in numbers and words, or other irregularities on the face of the check or item. You further acknowledge and agree that the Bank shall not be liable to you for any loss that you may suffer as the result of Bank's processing items containing such legends, instructions, irregularities or signature requirements.

Compliance with Laws, Rules, and Regulations: You agree to comply with all existing and future operating procedures used by the Bank for processing of transactions. You further agree to comply with and be bound by all applicable state or federal laws, rules and regulations affecting the use of checks, drafts, fund transfers, and ACH transactions, including but not limited to, rules and procedural guidelines established by the Federal Trade Commission (“FTC”), the Board of Governors of the Federal Reserve, NACHA and any other clearinghouse or other organization in which the Bank is a member or to which rules the Bank has agreed to be bound. These laws, procedures, rules, regulations, and definitions shall be incorporated herein by reference.

Fraud Detection: If you do not select to use the fraud detection or prevention processes, procedures, and systems that we have offered to you, such as Positive Pay, you agree that you are precluded from making a claim that a transaction that could have been detected or prevented through the use of the Service is not authorized and you further agree that the Bank shall not be liable to you for any such transaction.

CASH MANAGEMENT

PART II: SPECIFIC SERVICES TERMS AND CONDITIONS

SECTION A: CASH MANAGEMENT SERVICE

Eligibility: To sign up for Cash Management you must be an owner or Authorized Representative of at least one Eligible Account. “Eligible Accounts” include the following PNB Accounts: (a) Checking (Demand Deposit) Accounts, (b) Savings Accounts, (c) Money Market Accounts, (d) Loans, and (e) Certificates of Deposit. If you are an Authorized Representative for multiple Eligible Accounts that are under common ownership and with a common tax identification number) you may, subject to the Bank’s approval, and at the risk of the Account owner, but not the risk of the Bank, link such Eligible Accounts and use a common User ID and Password for Business Online Banking and Cash Management. If you are an Authorized Representatives of multiple Eligible Accounts that are not under common ownership and tax identification number, but are under common beneficial ownership of 51% or more, you may, subject to the Bank’s approval and proper authorization of the beneficial owners, and at the risk of the Account owners, but not the risk of the Bank, link such Eligible Accounts and use a common User ID and Password for Business Online Banking and Cash Management. You should do this only if you are authorized to link the different Eligible Accounts and use all the functions of Business Online Banking for each Eligible Account. If you link Eligible Accounts you agree to inform the Bank if your authority over any linked account changes. The Bank is not liable if your authority over any Eligible account changes until it is informed of the change in authority under the Notice requirements of this Agreement.

Cash Management Products and Services: You may use Cash Management to: (i) Make transfers between Accounts you may have with us; (ii) Make Payments to a Payee from your Account(s) (Bill Pay Service); (iii) Obtain Account balances; (iv) Review recent transactions on your Accounts; (v) Transfer money to make loan payments; (vi) Transfer money from Line of Credit to transactional accounts; (vii) Issue stop payment orders (excludes paper checks issued via the Bill Payment Service); (viii) View/Print copies of your deposit account transaction history from the last 24 months and view/print copies or your deposit account eStatements for the last 12 months; (ix) Originate ACH entries; and (x) Make Wire Transfers.</P

Additional Services: Additional services may be included in an update to this Agreement to notify you of the existence of any new services available through Cash Management. Information about new services may be obtained from our website at www.PNB.com. By using these services when they become available, you agree to be bound by the terms and conditions contained in this Agreement or separate agreements covering these services.

The Bank’s Rejection of Requests: We shall have the right, but not the obligation, to reject any request transmitted via Cash Management if the request was incomplete or inaccurate in any respect, if the request involves a transfer of funds from an Account in which there are insufficient collected funds to cover the request, or if the request was not made by you. Should we, at our sole option, elect to honor a transfer request against insufficient collected funds, you agree to pay us immediately upon demand any overdraft amounts, together with any and all overdraft fees, interest and charges that may be assessed against your Account.

Transfers and Payments: Transfers and Payments from your Account will be deducted on the date you instruct us to process them. If you schedule a Transfer for a future date, we will process the transaction after the close of business on that date, if that day is a Transfer Day. If the date you schedule a Transfer or Payment falls on a non-Business Day, we will process your transaction the previous Transfer Day. We may refuse to act on your Transfer instructions or Payment request if sufficient collected funds, including funds available under any overdraft protection plan, are not available in your Account on the date you want us to make the Transfer or Payment. You are fully obligated to us to provide sufficient collected funds for any payments or transfers you make or authorize to be made. If there are insufficient collected funds in your Account to make a Transfer or Payment, we may refuse to make the Transfer or Payment or we may make the Transfer or Payment and overdraw your Account. If we complete a payment or transfer that you make or authorize and we subsequently learn that you have insufficient collected funds for the transaction, you agree that we may reverse the transaction or offset the shortage with funds from any other deposit account(s) you have with us to the extent permissible by the applicable law and the terms of any other relevant agreements. In either event, you are responsible for any non-sufficient funds (“NSF”) charges that may apply.

We may not honor a request for a Transfer if: (i) it exceeds your collected and available funds on deposit with the Bank; (ii) it is not in accordance with any condition indicated by you and agreed to by the Bank; (iii) the Bank has reason to believe it may not be authorized by you; (iv) it involves funds subject to hold, dispute, or legal process preventing their withdrawal; (v) it would violate any provision of any present or future risk control program of the Federal Reserve or any current or future rule or regulation of any other federal or state regulatory authority; (vi) it is not in accordance with any other requirement stated in this Agreement or any Bank policy, procedure or practice; or, (vii) for the protection of the Bank or you, the Bank has reasonable cause not to honor.

Canceling Transfers: You may cancel a pending Transfer or Payment, however, we must receive your instruction to cancel prior to the cutoff time on the Transfer Day the transaction is scheduled to be processed. If we don’t receive your instruction to cancel a transaction before that time, we may process the transaction.

Electronic Communications and Notifications: (i) E-Mails. You agree to keep the Bank apprised of your current email address in accordance with the Bank’s standard Online Banking enrollment and maintenance procedures. You may communicate non-sensitive information electronically to the Bank by sending messages via Online Banking’s email feature. Similarly, the Bank may communicate non-sensitive information electronically to you via email. Email sent to the Bank may be delayed; therefore, if you need the Bank to receive information concerning your Account immediately (e.g., to stop payments, to report a lost or stolen Device or to report unauthorized use of your Account), you must contact the Bank in person or by telephone at the telephone numbers indicated at the beginning of this Agreement. We will retrieve your email messages periodically during each Business Day and we will try to respond to your email messages as soon as reasonably practicable. It is your responsibility to verify that all email messages sent by you are received by us. Email should not be used for the transmission of any confidential information, including, without limitation, account numbers, User IDs and Passwords, and not to give instructions to change or confirm your User IDs or Passwords via email.

THE BANK WILL NOT SEND YOU EMAIL REQUESTING CONFIDENTIAL INFORMATION SUCH AS USER IDS OR PASSWORDS. IF YOU RECEIVE SUCH AN EMAIL PURPORTEDLY FROM THE BANK, DO NOT RESPOND TO THE EMAIL AND NOTIFY THE BANK BY TELEPHONE BY CALLING THE TELEPHONE NUMBERS INDICATED AT THE BEGINNING OF THIS AGREEMENT.

(ii) Account Notifications. You may have the ability to set up an "Account Notification," which is a convenience feature that permits you to request a notification of specific situations. For example, you can request an Account Notification when an Account has reached a certain balance or check has been processed. You are responsible to input accurate information to set up the Account Notification. Account Notifications do not replace standard communications received from us concerning your Accounts. We are not responsible for any losses, damages or expenses that may occur if an Account Notification is not set up properly or is not processed as a result of factors beyond our reasonable control.

Overdrafts: Order of Payments, Transfers, and Other Withdrawals: If funds are withdrawn from any of your accounts by means of electronic funds transfers, other than through Online Banking on the same business day as an Online Banking transaction, and if the account contains insufficient collected funds to enable both the electronic funds transfer and the Online Banking transfer to be made, then the electronic funds transfer will have priority and the Online Banking transfer will be refused or will result in an overdraft on your account, at the Bank’s sole discretion.

Your Responsibility for Transactions: You are solely responsible for all transactions you authorize using Online Banking, including transfers and bill payments you initiate using Online Banking, the timeliness, accuracy and completeness of any instruction and information entered by you in connection with any provision of Online Banking. Furthermore, you are solely responsible for naming and duly authorizing any other persons that you would like to be able to use Online Banking, specifying those Accounts to which any such persons shall have access and monitoring all such persons’ use of Online Banking. If you permit other persons to use Online Banking or your Devices, you are responsible for any transactions they authorize using Online Banking. The Bank shall have no responsibility for maintaining any records regarding the identity of your authorized persons or of the Online Banking services to which each such authorized person has access. You understand and agree that you are solely responsible for the risks associated with the designation of any authorized persons, including the loss, theft or other compromise of their Devices and their unauthorized use of Online Banking. You agree to notify the Bank immediately in the event you believe that a Device has been compromised or that unauthorized Online Banking transactions have occurred.

Bank’s Materials: We may from time to time provide you with information in written or electronic form concerning Online Banking and related matters (the “Materials”). The Materials are the Bank’s property and are confidential and proprietary and you may not modify, duplicate or make the Materials available to any third party by any arrangement, without our prior written consent. We will provide the Materials to you on an “as is, as available” basis and we make no warranties, express or implied, with respect to the Materials, including but not limited to any implied warranties of merchantability or fitness for a particular purpose. You may use the Materials exclusively for the purpose of accessing and using Online Banking.

Stop Payment Orders: If you request us to provide Stop Payment Services under Online Banking to enable you to electronically issue a stop payment entry (“Stop Payment Request”) you agree to use the Stop Payment Services according to the instructions set forth herein. You may only submit Stop Payment Requests for checks that have not yet posted to the applicable Account. Prior to submitting a Stop Payment Request you must first verify that the check in question has not posted to the Account. Stop Payment Requests will not take effect unless you provide all the information requested by the Stop Payment screens and provide such information exactly as it appears on the check. You acknowledge that the applications used to provide Stop Payment Services require exact information regarding the check and even minor errors in providing the exact information requested may prevent payment from being stopped. For example, if you give us the wrong amount of the check and the information is only wrong by one cent (.01) or if the check number you provide is only wrong by one digit, we will not be able to stop payment on the check. You agree that Bank is not liable to you for payment of any check over a Stop Payment Request if you do not provide the exact information regarding the check.

Stop Payment Requests that we receive prior to 11:00 p.m. Eastern Time on a Business Day, will be effective on that Business Day. Conversely, Stop Payment Requests that we receive after that cut-off time will take effect on the next Business Day. The Business Day on which the Stop Payment Request takes effect is referred as the “Stop Payment Effective Date.” We shall not be liable to you for items otherwise properly payable that we pay prior to the Stop Payment Effective Date of your Stop Payment Request or any loss arising out of such payment.

Your Stop Payment Request will be effective for six months, from and including the Stop Payment Effective Date. You may renew or otherwise continue the effectiveness of a Stop Payment Request by making a new Stop Payment Request via Online Banking Services at least one Business Day prior to the expiration of the existing Stop Payment Request. You acknowledge that we are not obligated to stop payment on a check after the expiration of a Stop Payment Request. However, you agree that we may stop payment according to an expired Stop Payment Request without incurring any liability to you. You further understand and agree that you, and not us, have the obligation to monitor your Stop Payment Requests and that we will not provide you with any notice of the expiration dates of any Stop Payment Request and/or the need to renew any such requests.

You understand and agree that we will accept a Stop Payment Request and use reasonable procedures to locate and stop payment on the check. However, in consideration of our acceptance of the Stop Payment Request, you expressly agree to hold us harmless from any direct or indirect damages if we pay the check (i) on the day we receive the Stop Payment Request, or (ii) by reason of oversight or inadvertence. Furthermore, you hereby agree that we will not be liable to you for any direct or indirect damages if other checks drawn by you are returned NSF because we pay the check under the circumstances noted in the foregoing clauses (i) or (ii). You further agree to indemnify us against all expenses and costs that might incur by reason of stopping payment on a check pursuant to a Stop Payment Request, whether it expired or not.

You hereby authorize us to automatically charge the Account against which the check was drawn for applicable Stop Payment fees for each Stop Payment Request and renewal thereof.

You acknowledge that a Stop Payment Request (defined herein below) may not be placed on any items other than checks issued by you. Any Stop Payment Request for ACH debits or paper drafts must be placed at a Bank branch office location.

SECTION B: ACH ORIGINATION SERVICE

This Section B sets forth the terms and conditions pursuant to which the Bank will provide you with ACH Origination Services (“ACH Services”). By using the ACH Service you accept and agrees to these Terms and Conditions and this Agreement. In the event of inconsistency between any provisions of this Section B, the UCC, and/or any of the other Terms and Conditions contained in this Agreement, the provisions of this Section B shall prevail.

ACH Services allow you to initiate credit and/or debit entries (“Entries”) through the Bank to accounts maintained at Bank and in other depository financial institutions by means of the ACH pursuant to the terms and conditions contained herein and the NACHA Rules and Bank’s operating rules and procedures for electronic entries (including exhibits or appendices thereto and as now in effect or as may be amended from time to time) (the "Rules"). The Bank acts as an Originating Depository Financial Institution (“ODFI”) with respect to such Entries.

Terms not otherwise defined in this Section B shall have the meaning ascribed to those terms in the Rules. The term "Entry” or “Entries" shall have the meaning provided in the Rules and shall also mean the data received from you from which Bank initiates each Entry.

Compliance with Rules and Laws: You acknowledge you have a copy of or have access to a copy of the Rules. The Rules may also be purchased online at www.nacha.org under the publications tab. You agree to comply with and be subject to the Rules. It is also your responsibility to ensure that the origination of Entries complies with U.S. law, including but is not limited to sanctions enforced by the Office of Foreign Assets Control (“OFAC”). It is also your responsibility to obtain information regarding OFAC enforced sanctions. (This information may be obtained directly from the OFAC website or the Compliance Hotline at (800) 540-OFAC). The Bank will charge you with any fines or penalties imposed by OFAC, NACHA or any organization which are incurred as a result of your noncompliance and you agree to fully reimburse and/or indemnify the Bank for such charges or fines.

Transmission of Entries: You agree to transmit or deliver Entries to the Bank in computer readable form to the locations(s) specified by the Bank and in compliance with the formatting and other requirements set forth in the NACHA file specifications or as otherwise specified by the Bank. For the purposes of ACH Services the “Settlement Date” with respect to any Entry shall be the Business Day when such Entry is debited or credited in accordance with your instructions. Entries received after the cut off time shall be deemed to have been received on the next Business Day. The total dollar amount of Entries you transmit to the Bank on any one Business Day shall not exceed the limit set forth on the Enrollment Form and approved by the Bank, or as subsequently revised by the Bank in the Bank’s sole discretion from time to time. You may not reinitiate Entries except as prescribed by the Rules.

Third Party ACH Providers: The Bank does not currently permit the use of special equipment, services or software provided by a third party ACH provider (“ACH Provider”).

Security Procedures: In addition to, and without limiting the generality of, the Security Procedure provisions of these Terms and Conditions and this Agreement, you shall comply with any “Security Procedures” described on the Enrollment Form and made a part hereof, and you acknowledge and agree that the collective Security Procedures constitute commercially reasonable security procedures under applicable law for the initiation of ACH Entries.

Debit Entries; Records Retention: You shall obtain an authorization (“Authorization Agreement”) from the Receiver whose account will be debited as the result of a debit Entry initiated by you and you shall retain the Authorization Agreement in original form while it is in effect and the original or a copy of each authorization for two (2) years after termination or revocation of such authorization as stated in the Rules. Upon request, you shall furnish the original or a copy of the authorization to any affected Participating Depository Financial Institution, as defined in the Rules.

Processing, Transmittal and Settlement by Bank: Except as otherwise provided for in these Terms and Conditions and if the Bank elects to accept Entries, the Bank shall (i) use commercially reasonable efforts to comply with your instructions, (ii) process Entries received from you to conform with the file specifications set forth in the Rules, (iii) transmit such Entries as an ODFI to the ACH processor selected by the Bank, (iv) settle for such Entries as provided in the Rules, and (v) in the case of a credit Entry received for credit to an account with the Bank (“On-Us Entry”), the Bank shall credit the Receiver’s account in the amount of such credit Entry on the date (“Effective Date”) contained in such credit Entry provided such credit Entry is received by the Bank at the time and in the form prescribed by Bank in this Section B. You agree that the ACH processor selected by the Bank shall be considered to have been selected by and designated by you.

Payment for Credit Entries and Returned Debit Entries: You agree to pay the Bank for all credit Entries issued by you or credit Entries otherwise made effective against you. You shall make payment at such time on the date of transmittal by the Bank of such credit Entries as the Bank, in its discretion, may determine (“Payment Date”), and the amount of each On-Us Entry at such time on the Effective Entry Date of such Entry as the Bank, in its discretion, may determine. You shall pay the Bank for the amount of each debit Entry returned by a Receiving Depository Financial Institution (“RDFI”) or debit Entry dishonored by the Bank. You shall make Payment to the Bank in any manner specified by the Bank. Notwithstanding the foregoing, the Bank is hereby authorized to charge the Account(s) ("Authorized Account(s)") designated on the Enrollment Form, as payment for credit Entries issued by you or returned or dishonored debit Entries. In the event that the Authorized Account(s) does not have sufficient available funds on the Payment Date, the Bank is hereby authorized to charge any account maintained by you with Bank for payment for credit Entries issued by you or returned or dishonored debit Entries. You shall maintain sufficient collected funds in your Authorized Account(s) to settle for the credit Entries on the Payment Date. In the event that none of your accounts with the Bank have collected funds on the Payment Date sufficient to cover the total amount of all Entries to be paid on such Payment Date, the Bank may elect to either refuse or process the Entries. If the Bank elects to process the Entries, the total amount of the insufficiency advanced by the Bank on your behalf shall be immediately due and payable by you to the Bank without any further demand from the Bank. If the Bank elects to pay your Entries and overdraft any of your account(s) with the Bank, on any one or more occasions, such payment shall not be considered a waiver of the Bank’s rights to refuse to pay Entries at any other time nor shall it be an agreement by the Bank to pay other items that would overdraft any of your account(s). </p?

Pre-Funding: The Bank reserves the right to require you to pre-fund an Account maintained at Bank prior to the Settlement Date of your ACH file. The Bank shall determine whether pre-funding is required based on criteria established from time to time by the Bank, in its sole discretion. The Bank shall indicate in the Enrollment Form if prefunding is required. If the Bank determines that pre-funding is required, you will provide immediately available and collected funds sufficient to pay all Entries initiated by you (a) not later than 8:00 a.m. Eastern Time two banking days before each Settlement Date, and (b) prior to initiating any Entries for which pre-funding is required.

Rejection of Entries: You agree that the Bank has no obligation to accept Entries and therefore may reject any Entry issued by you. The Bank has no obligation to notify you of the rejection of an Entry but the Bank may do so at its option. The Bank shall have no liability to you for rejection of an Entry and shall not be liable to pay interest to you even if the amount of your payment order is fully covered by a withdrawable credit balance in any of your Authorized Accounts or the Bank has otherwise received full payment from you.

Cancellation or Amendment of Entry by You: You shall have no right to cancel or amend any Entry after its receipt by the Bank. However, the Bank may, at its option, accept your cancellation or amendment. If the Bank accepts a cancellation or amendment of an Entry, you must issue the cancellation or amendment in accordance with the Bank’s Security Procedure and the Bank shall use reasonable efforts to act on the request by you for cancellation of an Entry prior to transmitting it to the ACH processor or, in the case of an On-Us Entry, prior to crediting a Receiver’s account, but the Bank shall have no liability if such cancellation is not effected. You shall notify the Receiver of any reversing entry initiated to correct any entry you initiated in error. The notification to the Receiver must include the reason for the reversal and be made no later than the Settlement Date of the reversing entry. If the Bank accepts a cancellation or amendment of an Entry, you agree to indemnify, defend all claims and hold the Bank harmless from any loss, damages, or expenses (including, but not limited to, attorney’s fees) that are incurred by the Bank as the result of its acceptance of the cancellation or amendment.

Error Detection: The Bank has no obligation to discover and shall not be liable to you for errors made by you, including, but not limited to, errors made in identifying the Receiver, or an Intermediary or RDFI or for errors in the amount of an Entry or for errors in Settlement Dates. The Bank shall likewise have no duty to discover and shall not be liable for duplicate Entries issued by you. Notwithstanding the foregoing, if you discover that any entry you have initiated was in error you shall notify the Bank of such error. If such notice is received no later than four (4) hours prior to the ACH receiving deadline the Bank will use reasonable efforts to initiate an adjusting entry or stop payment of any On-Us credit Entry within the time limits provided by the Rules. In the event that you make an error or issue a duplicate Entry, you shall indemnify, defend all claims for, and hold the Bank harmless from any loss, damages, or expenses (including but not limited to attorney’s fees) incurred by the Bank as result of the error or issuance of duplicate Entries.

Pre-notification: You may, at your option, send pre-notification that you intend to initiate an Entry or Entries to a particular account within the time limits prescribed for such notice in the Rules. Such notice shall be provided to the Bank in the format and on the medium provided in the media format section of the Rules. If you receive notice that such pre-notification has been rejected by an RDFI within the prescribed period, or that an RDFI will not receive Entries without having first received a copy of the Authorization signed by its customer, you will not initiate any corresponding Entries to such accounts until the cause for rejection has been corrected or until providing the RDFI with such authorization within the time limits provided by the Rules.

Notice of Reject and Returned Entries and Notifications of Change: The Bank shall notify you by e-mail, facsimile transmission mail, or other means of the receipt of a returned entry from the ACH Operator. Except for an Entry retransmitted by you in accordance with the requirements hereof, the Bank shall have no obligation to retransmit a returned Entry to the ACH Operator if the Bank complied with the terms hereof with respect to the original Entry. You shall notify the Receiver by phone or electronic transmission of receipt of each return entry no later than one Business Day after the Business Day of receiving such notification from the Bank.

The Bank shall provide you all information, as required by the Rules, with respect to each Notification of Change (“NOC”) Entry or Corrected Notification of Change (“Corrected NOC”) Entry received by Bank relating to Entries transmitted by you. The Bank must provide such information to you within two banking days of the Settlement Date of each NOC or Corrected NOC Entry. You shall ensure that changes requested by the NOC or Corrected NOC are made within six (6) banking days of your receipt of the NOC information from the Bank or prior to initiating another Entry to the Receiver’s account, whichever is later.

Notice of Improper Entries: The Bank shall provide you with a periodic statement reflecting the total of each file transmitted by the Bank or credited to a Receiver’s account maintained with the Bank. You shall examine the periodic statement and notify the Bank of any unauthorized or erroneous Entries within a responsible time, not exceeding thirty (30) days from the date that the periodic statement is made available to you. If you fail to deliver such notice, you may not assert against the Bank any claim for interest on the amount of the Entries for the period prior to the date that such notice is delivered. If you fail to deliver notice to the Bank of any unauthorized or erroneous Entries within one (1) year from the Bank’s issuance of any advice or statement reflecting such Entries, you are precluded from asserting that the Bank is not entitled to retain the principal amount of the unauthorized or erroneous debit of your account(s).

Provisional Settlement: You shall be bound by and comply with the Rules as in effect from time to time, including without limitation, the provisions thereof for making payment of an Entry by the RDFI to the Receiver provisional until receipt by the RDFI of final settlement for such Entry; and you acknowledge that you have received notice of that Rule and or 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 you shall not be deemed to have paid the Receiver the amount of the Entry.

Identification of Receiver: If you identify the Receiver of the Entry by account number or identifying number, or by name and account number or identifying number, you acknowledge that payment of the proceeds of the Entry to the Receiver shall be made by the RDFI, or by the Bank in case of an On-Us Entry, on the basis of the identifying or Bank account number even if it identifies a person different from the named Receiver. You are liable for and must settle with the Bank for any Entry initiated by you that identifies the Receiver by account or identifying number or by name and account or identifying number.

Representations and Warranties; Indemnity: With respect to each and every Entry transmitted by you, you represents and warrants to the Bank that (a) each person or entity shown as the Receiver on an Entry received by the Bank from you has authorized the initiation of such Entry and the crediting or debiting of its account in the amount and on the Effective Entry Date shown on such Entry, (b) such authorization is operative at the time of transmittal or crediting or debiting by the Bank as provided herein, (c) Entries transmitted to the Bank by you are limited to those types of credit and debit Entries set forth in this Section B, (d) you shall perform your obligations under these Terms and Conditions in accordance with all applicable laws, regulations, and orders, including, but not limited to, the sanctions laws, regulations, and orders administered by OFAC; laws, regulations, and orders administered FinCEN; and any state laws, regulations, or orders applicable to the providers of ACH payment services, and (e) you shall be bound by and comply with the provision of the Rules (among others) for making payment of an Entry by the RDFI to the Receiver provisional until receipt by the RDFI of final settlement for such Entry. You specifically acknowledge that you have 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 you shall not be deemed to have paid the Receiver the amount of the Entry. You hereby indemnify the Bank, and hold the Bank harmless from, any loss, liability or expense (including attorneys’ fees and costs) resulting from or arising out of your breach of any of the foregoing warranties or representations.

Additional Warranties for Selected Standard Entry Classes: NACHA, in its role of ensuring the safety, security, and viability of the ACH network, has determined that certain single-use or limited-use consumer authorizations have the potential to increase risk in the ACH system and compromise system effectiveness by increasing the incidence of returned Entries. Therefore, to qualify as an Originator of such Entries, you hereby warrant to the Bank that for each such ACH Entry submitted for processing, you have obtained all authorizations from the Receiver as required by the Rules, by Regulation E or other applicable law, and this Section B. You also make the additional warranties to the Bank that the Bank makes to each RDFI and ACH Operator under the Rules for the respective SEC codes for Entries originated by you. You hereby indemnify the Bank, and hold the Bank harmless from, any loss, liability or expense (including attorneys’ fees and costs) resulting from or arising out of your breach of these warranties.

Delay or Failure to Transfer Funds: The Bank shall not be liable to you or to the Receiver for any damages of any kind for any delay in payment, including special, consequential, punitive, or indirect loss or damage. The Bank shall not be liable or responsible to you for any delay or failure to transfer any amount hereunder for any reason including but not limited to rules, regulations, or policies of the Federal Reserve Board which place an aggregate limit on the amount the Bank can transfer from time to time during any banking day. In no event shall the Bank be liable to you for attorney’s fees incurred by you in any action brought by you under this Section B or these Terms and Conditions.

Data Retention: You shall retain data on file adequate to permit remaking of Entries for five (5) days following the date of their transmittal by the Bank as provided herein, and shall provide such data to the Bank upon request. Without limiting the generality of the foregoing provisions, you specifically agree to be bound by and comply with all applicable provisions of the Rules regarding the retention of documents or any record, including, without limitation, your responsibilities to retain all items, source documents, and records of authorization in accordance with the Rules.

Interest Calculations: Any interest payments due by either party pursuant to Article 4A of the Florida Uniform Commercial Code shall be calculated at an annual rate equal to the average Federal Funds rate at the Federal Reserve Bank of Atlanta for the period involved.

You as Receiver: If you are the Receiver of an Entry or other funds transfer, and the Bank does not receive final settlement for any payment made to you by the Bank, you acknowledge and agree that you are obligated to the Bank for the amount of the payment order and that the Bank is authorized to charge your account(s) with the Bank for any amount paid to you. If the Bank credits any of your account(s) for an Entry or other funds transfer naming you as the Receiver, such credit Entry to your account does not constitute acceptance of the funds transfer by the Bank until one hour after the opening of business on the banking day after the credit Entry is made to the account. Notwithstanding the foregoing, the Bank may make funds available to you at an earlier time at the Bank’s option. The Bank has no obligation to notify you of receipt of a funds transfer naming you as the Receiver even if payment for the funds transfer to you is made by credit to your account or the payment order directs payment to an account. Demand by you for payment of a payment order for which the Bank is obligated to pay you must be made in writing and delivered to the Bank at the address indicated at the beginning of this Agreement. Issuance of a check by you on the account to which payment was made shall not constitute notice under this section.

Same Day Entries: A Credit or Debit Entry with an Effective Date of the date of, or a date prior to the date of, the transmission of the Entry or File to the Bank and received by the Bank prior to the applicable cut-off time shall be considered to be a Same Day Entry. IAT and Entries above the current allowable amount as published and revised by NACHA from time to time are not eligible for Same Day ACH processing. In addition to any other fees that you are obligated to pay the Bank, you hereby agree to pay the Bank the Same Day Entry fee established by the Bank from time to time.

SECTION C: WIRE TRANSFER OF FUNDS

This Section C governs your use of the Wire Transfer Service.

In accordance with procedures established from time to time between you and the Bank, all “Funds Transfers,” as defined in Section 4A-104 of Article 4A of the UCC will be processed in accordance with the terms and conditions listed below. This Section C will not apply to transfers which are covered under Consumer Financial Protection Bureau Regulation E, and the Electronic Fund Transfer Act of 1978.

Procedures and Conditions: You agree to strictly follow all procedures and conditions established for initiation of wire transfers which may be issued from time to time by the Bank including all procedures and conditions set forth in these Terms and Conditions. You acknowledge and agree that you have sole responsibility for the security of the Identification Codes, Passwords, Security Devices, Security Procedures utilized by you, your Administrators and all Users.

Coverage: The Terms and Conditions of this Section C cover all funds transfers made or received by you, including domestic wires and international wires, but do not apply to any part of a funds transfer if that part of the transfer is governed by the Electronic Fund Transfer Act. See the Bank's Regulation E, Electronic Fund Transfers Disclosure.

Authority to Transfer Funds: You authorize the Bank to accept or execute any Payment Order as that term is defined in UCC Article 4A Section 4A-103(a)(1) (i.e., a “Wire Transfer”) and charge the applicable Designated Account, without limitation as to amount, when such request is received via Online Banking. The Designated Account(s) are listed on the Enrollment Form, which is made a part hereof. You acknowledge and agree that such Wire Transfer will be conclusively presumed to be a proper transfer authorization by you; and that the Bank shall have no responsibility for the accuracy, legitimacy or completeness of the data received from you.

Wire Transfer Procedures: The Bank is hereby authorized to honor, execute and accept each and every Wire Transfer received by it in your name as sender and initiated by an Administrator or User via Online Banking. If the Bank elects to accept a Wire Transfer issued by you the Bank shall use reasonable efforts to comply with the Wire Transfer in paying the proceeds to the beneficiary, if Bank is also the beneficiary’s bank, or in executing the Wire Transfer if the Bank is not also the beneficiary’s bank. You shall issue Wire Transfers to the Bank in a timely manner sufficient to allow Bank to ensure that payment is made to the beneficiary on the payment date. The Bank shall be entitled to deem any person having knowledge of any Security Procedures required in order to initiate Wire Transfers under these Terms and Conditions to be a User. Bank may, in all cases, rely on and accept Wire Transfers issued on your behalf by any individual(s) authorized by you to sign checks on any of your depository accounts with Bank.

Security Procedures: In addition to, and without limiting the generality of the prior Security Procedure section of these Terms and Conditions, you must comply with any additional “Security Procedures” required by the Bank and communicated to you regarding your Wire Transfers requests (“Wire Transfer Requests”) and you agree that such additional Security Procedures, including any Security Devices used in connection therewith, constitute commercially reasonable security procedures under applicable law for the initiation of Wire Transfers. You agree that the Bank may rely on such procedures when effecting a Wire Transfer. You also agree that any Wire Transfer Request acted on by the Bank in compliance with these security procedures shall be deemed effective as your authorized Wire Transfer Request. You acknowledge that the Bank reserves the right to change its security procedures from time to time and that the Bank shall have the right to delay the execution of or refuse to execute your Wire Transfer Request if, in its sole discretion, it believes there may be an issue with the Security Procedures. In no event shall the Bank be liable for any delay in executing your Wire Transfer Request or for failure to execute a Wire Transfer Request due to any suspected issue or error.

Overdrafts: You agree that the Bank may, but is under no obligation to, honor any Wire Transfer Request which exceeds the available balance in your Account. If the Bank creates an overdraft in completing a Wire Transfer Request, you agrees to repay the Bank, promptly upon demand, the amount of the overdraft, together with any and all overdraft fees, interest and charges that may be assessed against your Account.

Errors in Wire Transfers: You agree that the Bank shall have no obligation to discover errors in Wire Transfers and shall not be liable to you for errors you make, whether in identifying the beneficiary, or an intermediary or beneficiary’s bank, in the amount of the Wire Transfer, or otherwise. The Bank shall likewise have no duty to discover and shall not be liable for duplicate Wire Transfers you issue.

Use of Account Numbers: In executing or otherwise acting on a Wire Transfer the Bank shall rely solely and exclusively on the basis of the account or identification numbers for a beneficiary, beneficiary bank or intermediary bank that you enter and shall not rely on the name of the beneficiary. A beneficiary bank will also accept Wire Transfers on the basis of an identifying or account number even if it identifies a person different from the named beneficiary. The Bank shall have no duty to detect any inconsistency between the names and account or identifying numbers contained in a Wire Transfer and you shall be responsible for any inconsistencies.

Amendments and Cancellations: The You may request the Bank to amend or cancel a Wire Transfer after acceptance, however, the Bank may not have an opportunity to do so and will not be obligated to effect such cancellation or amendment. Any cancellation of a Wire Transfer you request, if acted on by the Bank, shall relieve the Bank of any obligation to act on such Wire Transfer and any amendment of a Wire Transfer by the Bank, if acted on, shall relieve the Bank of any obligation to act on such Wire Transfer in its non-amended form.

Return of Funds after Wire Acceptance: After a Wire Transfer has been accepted by the beneficiary’s bank return of such funds must be authorized by the beneficiary and the Bank has no obligation or responsibility to procure the return of such funds. At your request, the Bank may (in its sole discretion) take such action as it deems reasonable under the circumstances to attempt to recover the funds, however the Bank does not guarantee or otherwise assure the recovery of any portion of the funds transferred. If you request the Bank to attempt to procure return of the funds you agree to reimburse the Bank for all costs and expenses (including attorney’s fees) which the Bank may incur in attempting to recover the funds.

Rejection of Wire Transfer: You agree that the Bank has no obligation to accept a Wire Transfer and therefore may reject any Wire Transfer issued by you. The Bank has no obligation to notify you of the rejection of a Wire Transfer but the Bank may so notify at its option. The Bank shall have no liability to you for rejection of a Wire Transfer.

Use of Correspondents, Agents, and Systems: (i) You agree that in executing any Wire Transfer the Bank may make use of such correspondents, agents and Wire Transfer and communication systems as it deems necessary or desirable to execute such Wire Transfer. To the fullest extent permitted by law (a) such correspondents, agents and systems shall be deemed to be your agents and the Bank shall not be liable for any errors, negligence, suspension, or default of any of them or for any failure to identify the beneficiary or any mistake in payment by any of them, and (b) the Bank shall not be liable for any errors, mutilations, mis-delivery, or failure of delivery in the transmission of any Wire Transfer by such correspondents, agents and Wire Transfer and communication systems or for any suspension of any means of communication or for any imposition of a censorship, exchange control or other restriction by such correspondents, agents and Wire Transfer and communication systems, all such risk being borne by you.

(ii) Each Wire Transfer, amendment or cancellation thereof carried out through a wire transfer system will be governed by all applicable wire transfer system rules. Any Wire Transfer or cancellation thereof may be transmitted by any bank by use of the wire transfer system of the Federal Reserve Bank (“Fedwire”). The rights and obligations of the Bank and you with respect to any Wire Transfer will be governed by any applicable laws, the regulations of the Board of Governors of the Federal Reserve System, and the operating circulars of the Federal Reserve Bank. You acknowledge that the Bank’s right to reserve, adjust, stop payment, or delay posting of an executed Wire Transfer is subject to the laws, regulations, circulars, and rules described herein.

International Wire Orders: You may use Wire Transfer Service to make funds transfers denominated in U.S. dollars to beneficiaries located outside of the United States. Such fund transfers may be finally paid to the beneficiary either in the foreign currency of the country to which the funds are transferred, in U.S. dollars, or in other currency, according to our policies and procedures, the policies and procedures of the beneficiary’s bank, and/or the policies and procedures of any intermediary banks participating in the transaction, subject to applicable exchange rates. You specifically agree that we may, at our discretion, prior to or upon execution of any international Wire Transfer submitted by you, convert the U.S. dollar amount to the currency of the destination country at our exchange rate in effect at the time of conversion. It is your responsibility to advise your beneficiary of the possibility and effect of currency conversions in the course of the execution of any Wire Transfer. If we make any refund of an international Wire Transfer to you, we will make such refund in the U.S. dollar amount of the transaction. You bear all risk of loss due to fluctuations in the rate of currency exchange. You hereby acknowledge and agree that any and all Wire Transfers issued by you are for business purposes only and not for personal, family, or household purposes and are not subject to the provisions of the Electronic Funds Transfer Act and/or Consumer Financial Protection Bureau Regulation E.

Furnishing Information: You agree to provide the Bank with any transaction information necessary for the Bank to handle inquiries and tracing or otherwise to comply with applicable laws and regulations relating to Wire Transfers.

SECTION D: REMOTE DEPOSIT CAPTURE SERVICES

This Section D governs your use of the Remote Deposit Capture Services (“Service”).

General Description of Remote Deposit Capture Service: The Remote Deposit Capture Service allows a business to make deposits to its selected Accounts from its offices by scanning checks on a desktop scanner and delivering the images and information relating to the check electronically to the Bank (rather than by physically delivering the check itself to the Bank). To remotely deposit check you scan and capture an image of the front and back of each check to be deposited (each an “Image” and, if more than one, “Images”) and the MICR line on each check, then you transmit one or more files containing the Images and MICR line information from all of the scanned checks to the Bank via the Internet. These files are referred to in this Section D as a “File” or if more than one as “Files”.

You may not remotely deposit a check without first being in possession of a physical check, made payable to the business.

When you remotely deposit a check properly (in accordance with the Terms and Conditions contained in this Agreement) the Bank will provisionally credit the deposit Account and enter the images of the checks into the Bank’s collection process. Deposit of the check is subject to the Deposit Agreement and as well as the Terms and Conditions of this Agreement.

The Bank converts the Images you transmit to ACH entries on your behalf. You remain the Originator of each check transmitted via a File and the Bank becomes the ODFI (as those terms are defined in the NACHA Rules).

You must execute, and the Bank must approve and accept, the Bank’s then current agreement pertaining to the provision of ACH services (such agreement the “ACH Agreement”) before initiating ACH debit entries. You shall receive credit for ACH debit entries in accordance with the terms of the ACH Agreement.

Scanner. The Bank will lease to you the required scanner compatible with Bank’s systems and equipment for the Bank’s. The leased scanner remains the property of Bank. You will be responsible for any loss, theft, damage or destruction of a leased scanner until you return the scanner to the Bank. You must return a leased scanner to the Bank within fifteen (15) days of termination of your RDC Services, in its original condition, subject to ordinary wear and tear. You must reimburse the Bank for any damage to any leased scanner caused by any abuse or misuse of the equipment by you.

You agree to configure your scanner, other equipment and software according to the requirements of the Bank and use the scanner in a manner consistent with the terms of this Agreement. You may not use any scanner in any other manner or in conjunction with any other remote deposit processing service.

The Bank will assist you in installing and conducting an initial test of the scanner.

Checks Deposited. You agree that you will only scan and deposit checks, as that term is defined in Federal Reserve Board Regulation CC (“Reg CC”) and that the Image of the checks you deposit shall be deemed an “item” within the meaning of Article 4 of the Uniform Commercial Code (as currently in effect).

You also agrees that you will not remotely deposit any check or other item that:

(a) is payable to any person or entity other than you (the business),

(b) is drawn, or otherwise issued, by you (business) or your affiliate (on any account held by you or your affiliate),

(c) is in violation of any law, rule or regulation,

(d) that you know or suspect, or should know or suspect, is fraudulent or otherwise not authorized by the owner of the account on which the Check is drawn,

(e) has not been previously endorsed by a bank and are either a “substitute check” (as defined in Reg CC or other applicable federal law or regulation) or “image replacement document” that purport to be a substitute check, without the Bank’s prior written consent,

(f) is drawn on a financial institution that is located outside of the United States or Territories of the United States,

(g) is a Remotely Created Check, or

(h) which is not acceptable to Bank for deposit into a deposit account as provided in the Deposit Agreement

(Checks described in clauses (a) through (h) above are each referred to a “Prohibited Check” and, collectively, “Prohibited Checks”).</br>

You may be required to maintain a reserve (“Settlement Reserve”) of an amount to be solely determined by the Bank. You acknowledge and agree that any Settlement Reserve will be deposited in a Bank account for exclusive use by the Bank for purposes of offsetting your obligations under the Terms and Conditions of this Agreement. You grant the Bank a security interest in any Settlement Reserve to enable the Bank to enforce any obligation owed by you under these Terms and Conditions without notice or demand to you. Your obligation to maintain a Settlement Reserve shall survive the termination of this Agreement.

Scanning of Checks and Transmission of Files. You must properly install and use all Software and Hardware required by the Bank for the RDC Service. You also must (a) properly endorse each Check to be deposited, (b) correctly scan each Check to be deposited to capture the front and back of the Check and the Check’s MICR encoding, (c) transmit the File containing the Check images and the MICR encoding to the Bank in accordance with the RDC Operating Instructions.

Access to RDC. Prior to your initial use of RDC the Bank will provide each RDC Authorized User with a Login ID and a Password to access RDC. Each Authorized User must change the Password the first time they access RDC, then each Authorized User must select a Multi-Factor Identification Image and Challenge Questions (collectively, the Login ID, Password, Multi-Factor Identification Image and Challenge Questions are called the “Login ID and Password”). Login IDs and Passwords are personal and confidential to each Authorized User. The use of a Login ID and Password for RDC is a Security Measure by which we help you to maintain the security of your Online Account(s). You agree to develop adequate internal procedures to prevent disclosures of Login ID and Passwords and take reasonable precautions to protect the confidentiality of Login IDs and Passwords.

Unauthorized Use of RDC. You and your Authorized Users are responsible for the unauthorized use or misuse of your Authorized Users’ RDC Login ID and Password. The Bank is not responsible for any breach of security caused by failure to maintain the confidentiality of Login IDs and Passwords. You agree to notify the Bank immediately by telephone and speak directly with one of our representatives (a voicemail message or E-Mail is not sufficient notice) in the event of loss or theft of any Login IDs and Passwords, or if you believe the confidentiality of any Login IDs and Passwords may be or has been compromised in any way, or if you learn about a possible or actual use of the RDC Service by an individual who is not an Authorized User. We will have a reasonable period of time after receipt of such notice to act on it. The Bank hereby reserves the right to revoke your Login IDs and Passwords at any time, and without prior notice to you or any Authorized User, in the event the Bank believes that there is a threat to the security of the RDC Service. All uses of Online Services through a Login ID and Password will be deemed to be authorized by and binding on you. You assume the entire risk for unauthorized use of your Login ID and Password and any unencrypted electronic transmissions. The Bank assumes no responsibility to discover or report to you any possible breach of security or unauthorized disclosure of any Login IDs and Passwords.

You acknowledge and agree that we have employed commercially reasonable security measures to protect the integrity of data you transmit to us over the internet and to protect against unauthorized access to your Account(s) (“Security Procedures”). You agree that any interception of data that occurs notwithstanding the security measures is beyond our control and we are not responsible for any such interception. You also agree that if we abide by the Security Procedures applicable to your Account(s), you are liable for any losses that occur through unauthorized use of your Account(s), unless otherwise expressly required by law. Any physical access to your computer obtained by any person will be deemed authorized use and authorized access resulting in an authorized transaction. These rules supersede any contrary statements in any other agreement or disclosure including, without limitation, any disclosure received from us in connection with your deposit Account(s).

File Accuracy & Cut-Off Times. To ensure accuracy you must balance the dollar amount of deposits in a File to the sum of the Checks prior to transmitting the File. You may send multiple Files to Bank throughout the day, not to exceed the number of Files specified in the Operating Instructions. The total dollar value of the Files sent by you on any day shall not exceed the dollar amount specified on the Enrollment Form as your deposit limit (the “Deposit Limit”). If the total dollar value of the Files you send on any day exceeds the Deposit Limit the Bank may, at its option, refuse to accept the File that exceeds the Deposit Limit or Bank may accept and process the File. You agree not to exceed the Deposit Limit. To be eligible for processing on the day transmitted, Files must be received by the Bank no later than the cut-off time specified on the Enrollment Form (the “Cut-Off Time”). A File is considered received by the Bank when a complete copy of such File has been written on a Bank electronic storage device in conformity with the Bank’s technical and operational requirements. To meet the Cut-Off Time, the entire File must be received by Bank prior to the Cut-Off Time, and the File must successfully pass the Bank’s edits for conformity with the technical requirements. For purposes of determining when a File has been received the Bank’s records shall be determinative. A File which is not balanced or which is received after the Cut-Off Time shall be considered received on the next Business Day. The Bank reserves the right to change the number of Files that may be transmitted in a day, the Deposit Limit and the Cut-Off Time. All such changes shall be effective immediately and may be implemented prior to your receipt of notice thereof. You may contact Bank at any time to verify the current number of Files that may be transmitted in a day, the Deposit Limit and the Cut-Off Time.

Maintenance and Destruction of Original Check. You must stamp the original Check “ELECTRONICALLY PROCESSED” before or during the process of scanning the Check. You must also securely store all original Checks for a period of sixty (60) days after you received notice from Bank that the File containing the images of such Checks has been accepted (such period the “Retention Period”). During the Retention Period, you must take appropriate security measures to ensure that: (a) only authorized personnel have access to original Checks, (b) the information contained on the Checks is not disclosed to anyone, (c) the Checks are not duplicated or scanned more than one time and (d) the Checks are not deposited or negotiated in any form. You agree to destroy original Checks upon the expiration of the Retention Period applicable to such Checks. You agree to use commercially reasonable methods of destruction approved by the Bank to destroy original Checks after expiration of the Retention Period. You will promptly (but in all events within 5 business days) provide any retained Check (or, if the Check is no longer in existence, a sufficient copy of the front and back of the Check) to the Bank as requested to aid in the clearing and collection process or to resolve claims by third parties with respect to any Check.

Image and MICR Quality. Each File you transmit to the Bank must contain Images of the front and the back of the Checks you deposit through RDC. The Image of each Check must be of such quality that the following information can clearly be read and understood by sight review of the Image: (a) the amount of the Check; (b) the payee of the Check; (c) the signature of the drawer of the Check; (d) the date of the Check; (e) the Check number; (f) the information identifying the drawer and the paying bank that is preprinted on the Check, including the MICR line, and (g) all other information placed on the Check prior to the time an Image of the Check is captured, such as any required identification written on the front of the Check and any endorsements applied to the back of the Check. Each Image shall also meet all standards for image quality established by the American National Standards Institute (“ANSI”), the Board of Governors of the Federal Reserve or any other regulatory agency, clearing house or association. You must also capture and transmit to the Bank the full-field MICR encoding on each Check. You agree to ensure that the following information is captured from the MICR line of each Check: (a) the American Bankers Association routing transit number (“RTN”); (b) the number of the account on which the Check is drawn; (c) when encoded, the amount of the Check; and (d) when encoded, the serial number and the process control field of the Check.

Intercepted, Rejected or Corrected Files, Risk Analysis of Files. You agree that the Bank is not responsible and shall not have any liability to you for any File or portions thereof that are intercepted or altered by an unauthorized third party. You also agree that the Bank has no obligation to accept a File and may reject any File or any portion thereof without liability to you. Upon receipt of a File the Bank may examine the File to ensure that you have complied with these Terms and Conditions and followed the Operating Instructions for RDC. If the Bank determines that you have not complied with the Operating Instructions or these Terms and Conditions, or there are errors in the Images or other information contained in the File the Bank, in its sole discretion, may either reject the File or elect to correct the error and accept and process the corrected File (a “Corrected File”). The Bank may make any necessary adjustments to your File and your Account(s) to correct any error. The Bank has no obligation to notify you of the rejection of a File or the Images or other information contained therein. Risk Analysis. The Bank may, at its option, perform a risk management analysis of one or more Files you submit to detect potentially fraudulent Checks. In its sole discretion the Bank may reject any such File or any portion thereof.

Acceptance of File, Provisional Credit and Availability of Funds. The Bank shall notify you electronically when it has accepted a File (an “Accepted File”). Upon acceptance of a File (or acceptance of a Corrected File) the Bank shall grant your Account Provisional Credit for the total amount of the Accepted File / Corrected File. “Provisional Credit” means that the credit is made to your Account subject to final payment of the Checks and subject to the terms of the Deposit Agreement. For the purpose of determining availability of funds, Bank may hold funds for the period of time permitted by Bank’s Funds Availability Disclosure. You remain liable to the Bank for any errors, inaccuracies, breach of warranties and any other loss sustained by the Bank, or claim made against the Bank in connection with such File.

Compliance with Laws, Rules and Regulations. You agree to comply with, and be bound by, all existing and future operating procedures used by the Bank for processing of RDC transactions. You further agrees to comply with, and be bound by, all applicable state or federal laws, rules, regulations, orders, guidelines, operating circulars and pronouncements, affecting checks and drafts and ACH transactions, including, but not limited to, all rules and procedural guidelines established by the Federal Trade Commission (“FTC”), the Board of Governors of the Federal Reserve, Electronic Check Clearing House Organization (“ECCHO”) and any other clearinghouse or other organization in which the Bank is a member or to which rules the Bank has agreed to be bound. The foregoing procedures, rules, and regulations (collectively the “Rules”) and laws are incorporated herein by reference. In the event of conflict between these Terms and Conditions and the Rules, the Rules will control.

Collection of Checks. The Bank, in its sole discretion, shall determine the manner in which Images shall be presented for payment to the drawee bank and shall select the clearing agents used to collect and present the Images. The Bank’s selection of the clearing agents shall be considered to have been designated by you. The Bank shall not be liable for the negligence of any clearing agent. Collection of Checks is also subject to the Rules and the terms of the Deposit Agreement.

Contingency Plan. You agree that in the event you are not able to capture, balance, process, produce or transmit a File to the Bank or otherwise process a deposit, for any reason (including, but not limited to, communications, equipment or software outages, interruptions or failures) you will transport the originals of all Checks to the Bank and deposit the original Checks with the Bank until such time that the outage, interruption or failure is identified and resolved. The deposit of original Checks at an office of Bank shall be governed by the terms and conditions of the Deposit Agreement.

Warranties. You represent, warrant and covenant the following to and with the Bank:

a. Checks Deposited. You shall only deposit Checks that are authorized by these Terms and Conditions, and the Deposit Agreement;

b. Image Quality. Each Image you transmit to the Bank contains an accurate representation of the front and the back of each Check and complies with the requirements of this RDC Service Section;

c. Accuracy of Information. All data and other information submitted by you to the Bank, including but not limited to data contained in the MICR line of each Check, is complete and accurate and complies with the requirements of this RDC Service Section;

d. Business Purpose Only. You are not a consumer and you shall use the RDC Service for business purposes only;

e. No Duplicates. You will not: (i) create duplicate Images of the Checks, (ii) transmit a duplicate Image or File to the Bank, or (iii) deposit or otherwise negotiate the original of any Check included in any File; and

f. Information. All information provided by you to the Bank is true, complete and accurate and properly reflects your ownership and business information and financial condition.

Returned Checks.

a. Chargeback of Returned Checks. If Images of the Checks you deposit are dishonored or otherwise returned unpaid by the drawee bank, or are returned by a clearing agent for any reason, including, but not limited, to issues relating to the quality of the Image, the original Check will not be returned and the Bank may charge back an Image of the Check to your Account, in the form of an electronic or paper reproduction of the original Check or a substitute check. Unless otherwise instructed by Bank you agree not to deposit the original Check if an Image or other debit is charged back to your Account.

b. Special Instructions. You may request that the Bank re-present returned Images of Checks to the drawee or process returned Images of Checks according to instructions provided by you to Bank (the “Special Instructions”). These Special Instructions may be given to Bank in a separate document in conjunction with or subsequent to the execution of the Enrollment Form. Bank shall not be bound by such Special Instructions until such time as Bank has agreed in writing to accept the Special Instructions. Notwithstanding the fact that the Bank has agreed to accept any Special Instructions the Bank may, in its sole discretion, disregard the Special Instructions and charge the returned Check back to the Account to which the Checks were deposited. The Bank will not re-present an Image of a Check in excess of the number of times that a Check may be represented by the Rules. You may change or amend the Special Instructions by providing Bank a written request to change or amend the Special Instructions. Changes or amendments to the Special Instructions shall not become effective until acknowledged and accepted in writing by Bank. The Bank may charge your Account for any fees for processing returned Checks in accordance with your Special Instructions as referenced in the Bank’s then current schedule of fees / schedule of charges for such services.

Errors or Discrepancies. Transaction confirmation is generally provided through your periodic account statements issued by the Bank.

a. You agree to promptly examine your account statements and any other notices or confirmations provided by the Bank with respect to RDC transactions and to notify the Bank immediately in the event of any errors or any discrepancies between your records and your account statements. You also agree to notify the Bank immediately of any error or discrepancy you may find in reviewing your account information via Online Banking.

b. You agree that thirty (30) days is a reasonable period of time for you to notify the Bank of errors and discrepancies (including, without limitation, unauthorized transactions), unless any other applicable administrative documents, operating rules, agreements or laws provide for a shorter notification period, in which case such shorter period shall apply. If you fail to notify the Bank in writing of any error or discrepancy within thirty (30) days, or within such shorter applicable period, after transmittal by Bank of the documentation reflecting such error or discrepancy, you shall be precluded from asserting such error or discrepancy against the Bank.

c. You agree to provide the Bank with all information the Bank reasonably requests in connection with investigating any error or discrepancy.

Third Parties; Maintenance. In the event that you use special equipment, services or software provided by a third party to assist you in processing Checks and Files hereunder (each a “Third Party” and, if more than one, “Third Parties”) you agree (i) that any such Third Party is acting as your agent in the delivery of Checks and Files to Bank, and (ii) to assume full responsibility and liability for any failure of that Third Party to comply with the Rules or These Terms and Conditions. The Bank will not be liable for any losses or additional costs incurred by you as a result of any error by a Third Party or a malfunction of equipment provided by a Third Party. You shall provide at least 10 days advance written notice to Bank in the event you use any such Third Party. You are solely responsible for maintaining compliance with the requirements of any Third Party, including obtaining any software updates. The Bank shall not have any responsibility for any Check or File handled by a Third Party until that point in time when the Bank accepts and approves a Check or File from such Third Party for processing.

Equipment Maintenance. If you provide the equipment required to use RDC you shall be solely responsible for obtaining and properly maintaining such equipment and its system requirements, it’s electrical services, and telephone system, including computer equipment, Internet connectivity, scanning terminals (unless contracted with Bank) and any other equipment or items necessary to use the Service. The Bank shall not be liable to you for any type of errors, losses, damages or other claims related to your failure to do so.

SECTION E: SMARTPAY

SmartPay Express:

The SmartPay Express platform provides an integrated suite of payment solutions for accepting, processing, and settling payments. SmartPay provides a hosted webpage for businesses to collect online payments. SmartPay supports one-time and recurring payments, accepts payments from checking and savings accounts, credit and debit cards, and other select payment options, supports branding with the ability to add custom fields, provides a security approach to control user access and validate identity, supports data exports, and can be used to generate management and board reports./

SmartPay Express offers two hosted implementation options. The base option, SmartPay Basic, and a fully integrated single sign-on option, SmartPay Integrated. The SmartPay Basic option requires minimal technical setup and allows businesses without technical resources to quickly and easily create an online payments solution. The SmartPay Integrated option enables implementation in a fully integrated, single sign-on environment and can be used by businesses that have already authenticated themselves with the merchant’s system and the merchant passes the customer information via HTTP Post to SmartPay Integrated. Both options allow for web payments for business customers who input payment information or use user authentication within the SmartPay platform. A unique URL may be used to link the business’ existing website to a customer branded web payment page to process one-time and recurring payments from: checking and savings accounts (processed as WEB ACH transactions), credit and debit cards, and other select payment options. SmartPay services provide flexible options for controlling user access and validating identity. Users can be required to register and sign-in, with credentials stored to expedite future payments. Registered users can access transaction history, schedule payments, adjust future payment amounts, edit contact and payment information, and reset passwords.

SmartPay Biller Direct:

The SmartPay Biller Direct service is an electronic bill presentment and payment solution that allows businesses to upload billing data into SmartPay Biller and use SmartPay Biller to collect customer payments through its secure payments site. SmartPay Biller presents biller-defined invoice information and collects customer’s payment. Businesses control various aspects of the presentment and payment process, including payment timing, payment amount, payment methods, convenience fees, discounts, split payments, creation of stored payment accounts, and number of bills that can be paid with a single payment. Once the bill is paid, SmartPay Biller provides critical remittance data back to the business to help streamline accounts receivable processing. SmartPay Biller reduces costs, simplifies invoice and collection processing, and helps improve customer satisfaction and retention.

SmartPay Biller requires minimal technical setup. An implementation team creates a unique URL address that can be custom branded for each business or organization. The business simply links its website or directs their customers to the branded SmartPay Biller site. Certain implementation costs may apply.

SmartPay Credit Card Processing Solutions:

The SmartPay platform uses the SmartPay Card credit and debit card processing solutions. SmartPay Card provides secure, CPI-compliance card gateway services that connect businesses to leading card processors. T supports direct transaction entry for low-volume businesses or full integration with existing websites for larger organizations. SmartPay Card gives diverse businesses the flexibility to accept card payments in a variety of formats.

Terms & Conditions Applicable to the SmartPay Platform:

Definitions. In addition to other terms defined elsewhere in this Agreement, the following terms shall have the meanings when used in the SmartPay services, unless the context requires otherwise:

a. “End-User” shall mean a customer of the Bank who utilizes a SmartPay Service.

b. “Hardware” shall mean the device used by an End-User to electronically scan and capture the paper check image.

c. “SmartPay” shall mean the SmartPay platform described herein, which includes the SmartPay Basic, SmartPay Integrated, SmartPay Biller Direct, and SmartPay BridgePay services Card services.

Remote Deposit Service Requirements.

If the SmartPay service enables checks to be deposited electronically then the following apply:

a. The original paper check will not be deposited more than once.

b. All checks will conform to the requirements of the End-User’s deposit agreement with the Bank and/or the End-User’s bank, as the case may be.

c. All checks will conform to the requirements of the applicable NACHA Rules and applicable laws and regulations.

d. The End-User shall review and validate the accuracy and completeness of the check data being captured, including but not limited to the amount of the check and the legibility of the check image generated.

Training. Internet-based and eLearning training of End-Users in the operation of the applicable Processing Services will be made available by the Bank’s core processor, Jack Henry Associates (“JHA”) at JHA’s then-current training fee rates.

Selection and Use of Hardware. End-Users are solely responsible for the selection, use and operation of the hardware used to capture the electronic image of the paper checks, including the quality of the scanned check image results generated from the hardware. Any hardware used by End-Users for SmartPay services must meet the technical specifications for hardware published by JHA.

Use with Certified Technical Environment.

End-Users must use the SmartPay services with operating systems which are either certified by JHA to operate with the particular processing service or must meet the minimum technical operating environment requirements published by JHA.

End-User Liability: End-Users shall be solely liable and responsible for all Losses arising from any of the following which do not occur as a result of the fault of the Bank or JHA:

a. Duplication of images of checks deposited using a SmartPay service;

b. Alteration of scanned images of checks deposited;

c. Deposit of checks on accounts with insufficient funds, counterfeit checks, fraudulent checks, or checks bearing unauthorized or forged endorsements;

d. Acts of fraud, negligence or willful misconduct committed by employees of Customer or End-Users in depositing checks using a SmartPay service;

e. Hardware failure; or

f. Failure to properly store original checks once the scanned image has been captured.

End-Users shall defend, indemnify and hold harmless the Bank and JHA from all Losses which arise from the foregoing events and which do not occur as a result of the fault of the Bank or JHA.

Compliance with Laws and NACHA Rules. End-Users shall comply with all applicable laws and regulations and NACHA Rules that apply to remote deposit check capture processing and ACH transaction processing.

SmartPay Standard Terms and Conditions:

1. Fees. The Bank charges set-up, monthly and transaction fees for SmartPay services as described in the Bank’s Schedule of Charges. The monthly fee for each End-User will be due regardless of the level of processing activity or inactivity generated by the End-User and its customers during any calendar month.

2. Description of Service. The SmartPay services provide a website that allows the End-Users and their customers to transact an electronic payment for services through the End-User’s website. Through the SmartPay services, an End-User’s customer provides their credit card number, bank account information or grants access to a third-party payment service. The SmartPay services system will process the credit card transaction or generate an ACH WEB transaction from the bank account information for transactions where we are provided the payment details.

3. Processing Services Deliverables. JHA provides the Bank with a website link that enables the Bank or End-Users to perform the web page coding necessary to establish interoperability between End-Users’ websites and the SmartPay processing services website. JHA also provides the Bank with the ability for the Bank or End-Users to brand the End-User website. Any additional technical support requested by an End-User to create interoperability may require use of JHA’s professional services which will be subject to the separate professional services fees payable to JHA. Any billable technical support will be documented in a separate written services order which is negotiated and executed between JHA and the Bank (after consultation with the End-User).

4. Customer Set-Up and Boarding. The Bank will assist End-Users in the set-up and boarding process for enabling End-Users to use the SmartPay processing services. The Bank may request the End-User to complete and deliver to the Bank required written authorizations, and the Bank may perform credit evaluations and financial due diligence on the End-User, input appropriate deposit account numbers, and establish velocity daily and monthly item and dollar limits applicable to the End-Users.

5. Transaction Processing. The Bank acts as the Originating Depository Financial Institution (as defined in the NACHA Rules), as applicable, for all ACH transactions originated by End-Users and their customers using the SmartPay processing services.

6. Technical Support of End-Users and Their Customers. Customer is solely responsible for handling all user administration and maintenance associated with the SPE and ISPE Processing Services, including but not limited to, managing user account lock outs and password resets, and responding to and handling all technical support questions and issues raised by End-Users and their customers with regard to the SPE and ISPE Processing Services, the technical environment in which the End-Users and their customers are accessing and using the SPE and ISPE Processing Services, and any computer equipment, scanners, online banking solutions and other applications and technology solutions being used by Customer and End-Users and their customers with the SPE and ISPE Processing Services.

7. If Customer previously entered into an agreement with JHA for Customer Payment Portal (CPP) and/or Hosted Pay Page (HPP) Processing Services, this Solution Section for SPE and ISPE shall supersede and replace all terms of the CPP/HPP agreement and any addenda or exhibit relating thereto.</P.

SmartPay Biller Direct Standard Terms and Conditions:

1. Description of Service. SmartPay Biller Direct provides the ability for an End-User’s customer to view bill information and pay a bill through multiple payment channels, utilizing multiple payment methods from the SmartPay Biller Direct website. Through SmartPay Biller Direct, an End-User’s customer provides their debit/credit card number, bank account information or grants access to a third-party payment service.

2. Processing Services Deliverables. The Bankprovides to Customer a website link that will enable Customer or their End-User to perform the web page coding necessary to establish interoperability between its End-Users’ websites and the SmartPay Biller Direct website. JHA will provide to Customer at no charge the ability for the Customer to brand the website. Any additional technical support requested by Customer from JHA to create this interoperability may require Customer’s use of JHA’s Professional Services, which will be subject to the payment of separate Professional Services fees by Customer to JHA. Any billable technical support will be documented in a separate written services order which is negotiated and executed between JHA and Customer.

3. Installation. Customer acknowledges that SmartPay Biller Direct will be provided by JHA through access granted to Customer by JHA to the EPS processing system and that Customer will not be entitled to access and use other EPS Processing Services, despite the functionality being preinstalled by JHA on the EPS processing system.

4. FI Support and Training. The purchase of SmartPay Biller Direct includes implementation and Customer Support provided by PNB in the setup and operation of SmartPay Biller Direct.

5. Customer Set-Up and Boarding. Customer is solely responsible for all activities relating to the set-up and boarding process for enabling End-Users to use SmartPay Biller Direct, including but not limited to securing all required written authorizations, performing all credit evaluations and financial due diligence of the customers, inputting appropriate customer deposit account numbers, and establishing velocity daily and monthly item and dollar limits applicable to its customers. Customer must comply with the process established by JHA for enabling a new End-User.

6. Transaction Processing. Customer will act as the Originating Depository Financial Institution (as defined in the NACHA Rules) for all ACH transactions originated by End-Users and their customers using SmartPay Biller Direct and assume all financial risks and liabilities associated with serving in that capacity.

SmartPay Card Processing Services Terms and Conditions:

1. Fees. The Bank charges set-up, monthly and transaction fees for Gateway and BridgePay services as described in the Bank’s Schedule of Charges. Gateway Merchant services fees will commence when each Merchant Location ID is set up in the SmartPay system and the Gateway services are first made available to the Merchant for its productive use.

2. Definitions. The following terms used in this section shall have the meaning ascribed below:

a. “Card” means (a) a credit card, debit card, prepaid card or other types of cards used by a cardholder to purchase goods or services electronically; and (b) an access device or mobile payment device that facilitates a cardholder’s purchase of goods or services via access to the cardholder’s card or virtual account.

b. “Merchant” means any commercial customer of Customer who utilizes the SmartPay Card processing services.

c. “Merchant Location ID” means the merchant location identification issued by a Card processor. This

Merchant ID is separate from the Merchant identification assigned to Merchant for use of the services other than the SmartPay Card services.

d. “Third Party Processor” means a third-party Card processor with whom JHA has an agreement to facilitate transmission of Merchants’ Card transaction data through the SmartPay system.

3. Third-Party Required Pass-Through Terms: In connection with providing SmartPay Card services, JHA has contracted with various Third Party Processors which require certain items to be passed to Customers, as follows:.

a. Customer will not use SmartPay Card processing services or Third Party Processor-provided services for any illegal purposes;

b. No third party (other than Customer) may make submissions or transactions to the Third Party Processor without Third Party Processor’s prior written consent;

c. Customer shall comply with all applicable local, state, and federal laws and regulations and Card association rules.

d. Without limiting the foregoing, End-User shall protect the confidentiality of Merchant and transaction data in accordance with all applicable local, state, and federal laws and regulations, and in accordance with all rules and regulations of the applicable Card issuer;

d. JHA shall not be held responsible for errors, acts, or failures to act of others, including, and among other entities, banks, credit union, communications carriers or clearing houses through which Card transactions may be originated or through which JHA may receive or transmit information, and no such entity shall be deemed an agent of JHA. No claim may be brought in connection with SmartPay Card services more than one (1) year after the accrual of the claim, other than claims based on claims asserted by Customer or Merchants that are not time barred by statute or contract.

4. Third Party Card Processing Fees. Vendors of the third-party Card processing services utilized by a

Merchant may charge additional monthly and/or transaction fees to the Merchant for use of the vendors’ Card processing services.

5. Merchant Acceptance JHA. Each Merchant application for the SmartPay Card services will be presented to JHA for its acceptance of the Merchant. JHA reserves the right to reject any Merchant application. The set-up of the Merchant Location ID for a Merchant on the SmartPay system and initial provision of SmartPay Card services to the Merchant through the SmartPay system gateway shall be conclusive proof that JHA has accepted the Merchant’s application.

6. Removal of Individual Merchants and Merchant ID Locations. The Bank has the right to remove individual Merchants and/or Merchant Location ID’s from the SmartPay system. Once the Bank removes a Merchant or Merchant Location ID no additional monthly fees will be charged with respect to that Merchant or Merchant Location ID except for the full amount of monthly fees due for the calendar month in which the Bank removes the Merchant and/or Merchant ID Location from the SmartPay system. One-time fees or monthly fees paid for a Merchant Location ID or Merchant prior to the removal of the Merchant Location ID or Merchant are not subject to refund.

7. Termination of SmartPay Card Processing Services. In the event that an agreement between JHA and a Third Party Processor processing Merchant’s Card transactions is terminated or JHA elects to provide a substitute card gateway processing services solution to its customers as a replacement for the SmartPay Card services, JHA reserves the right to immediately terminate the provision of SmartPay Card services to Customer or substitute a replacement Third Party Processors and its provision of SmartPay Card processing services by providing written notice to the Bank. In such event, the Bank shall notify End-Users. Additionally, JHA may terminate a Customers’ access to SmartPay Card services if a Third Party Processor terminates or refuses to accept Card transaction data from Customer for any reason.

SECTION F: POSITIVE PAY

The Positive Pay Service: You can use the Positive Pay Service to identify and act upon fraudulent checks drawn against your Designated Accounts and to reconcile Designated Accounts. To use the Positive Pay Services you issue a Check Issue File or File (as defined below) which details all checks you have issued on a Designated Account. This File is imported into the Bank’s system for comparison to checks presented for payment against that Designated Account.

Check Issue File: A “Check Issue File” (sometimes referenced within this Section E as a “File”) is a file that provides a list of all outstanding checks issued by you against your Designated Account. This File constitutes your approval for purposes of determining whether a Presented Check is properly payable. "Presented Check" means a check drawn on your Designated Account and presented to Bank for payment.

When you transmit a File, you expressly warrant that all Presented Checks that match the information in the File are properly payable. The File must accurately state the check number, issue date, and exact dollar amount on each check drawn on the Designated Account. You may upload Files to Bank’s system on a monthly, weekly, daily and/or hourly basis. Before beginning the Positive Pay Service and issuing the first File, you must provide the Bank a list of all outstanding checks on the Designated Account. Any Presented Check that does not appear in a File or that is not manually uploaded by you will appear as Check Exceptions. In order to avoid having a large number of Check Exceptions you should upload your File or manually update checks to the Bank’s Positive Pay system at least one (1) Business Day before a check is delivered to the Payee.

The Bank shall have no responsibility for a File that is not received or is not processed by the Bank due to a system or processing failure that affects the Positive Pay Service. All checks presented on a Designated Account for which no File is received (or for which a File is not processed due to system or processing failures) will be listed on the Check Exceptions.

Software: You do not need any type of accounting software to use the Positive Pay Service. You may upload a File to Positive Pay using a spreadsheet format that meets the Bank’s requirements. The Bank shall have the right to reject any File that is presented in a format that cannot be processed by the Bank. If you wish to use a specialized software to transmit a File we require that you send us a test file at least five (5) business days before activating the Positive Pay Service. This will allow us to test compatibility of your software file format.

Printed Check Requirement: If you order or print checks from any check-printing vendor other than the Bank’s approved vendors you agree to ensure the MICR encoding ink is of high quality. Not using high quality MICR ink could result in a large number of Check Exceptions.

Payment of Presented Items and Reporting of Exception Issues: The Positive Pay Service compares the check number, issue date, and exact dollar amount of each Presented Check to the checks identified in the Files you transmit to the Bank. A "Matched Check" is a Presented Check that matches a check identified in your File by check number, issue date, and exact dollar amount.

The Bank does not attempt to match the Payee on the check even if you provide the Bank with Payee information. You have sole responsibility for matching the Payee on Presented Checks.

The Bank shall provide you, via the Positive Pay Service, a list of Check Exceptions (i.e., Presented Checks for which the criteria described above does not exactly match the information in your file by 8:00 a.m. Eastern Time each Business Day. You may set up a request for an Alert in Positive Pay and the Bank will send an Alert via email or text message when the Check Exceptions form is available. You must log into the Online Banking Service to review, work and clear the Check Exceptions by no later than 10:00 a.m. Eastern Time on each Business Day.

Positive Pay Contacts: You (i.e., Your Administrator) must designate Authorized Users that are also authorized to instruct the Bank concerning the disposition of Exception Items (“Positive Pay Contacts”). The Bank may rely on instructions received from any Positive Pay Contact and is not required to obtain approval or confirmation from any of your other representatives, Administrators or User as to disposition of Exception Items. Any Administrator may, from time to time, add or delete Positive Pay Contacts by providing the Bank a revised list. No such change in Positive Pay Contacts or contact information shall be effective until the Bank receives the revised list and has a reasonable period of time to act thereon. You are responsible for maintaining your Positive Pay Contacts list accurate. The Bank shall not be responsible for any claims, liabilities, losses, damages, costs or expense resulting from, or relating to, the Bank’s payment or return of a Presented Check, or the Bank’s other action or inaction, that is based upon instructions, or lack of instructions, from any person on your Positive Pay Contacts list until you remove that person – even though such person remains on the list because of your Administrator’s failure to properly update and maintain the list.

Pay Request/Return Request: Your Positive Pay Contact must confirm the validity of each Exception Item and request the Bank to pay the Item (“Pay Request”) or instruct the Bank to dishonor (return) the Exception Item (“Return Request”) prior to 10:00 a.m. Eastern Time (“Positive Pay Cut-Off”) on the same Business Day that the Bank notifies you of the Exception Item.

Checks Not Covered: Positive Pay Service does not cover a Presented Check which the Bank has already cashed, negotiated or paid or which the Bank is already committed to honor or pay under applicable laws, regulations or rules governing such items. All transactions presented to Bank for immediate payment, such as Presented Checks presented over the counter (i.e. at a teller window or drive through) to be cashed or paid, will not be matched to the File or sent as an Exception Check prior to payment of such checks. Notwithstanding any other provision of this Section E, you authorize the Bank to return any Presented Check which fits the criteria in this paragraph. The Bank shall have no obligation to notify you of any such Presented Check.

Payment of Matched Checks and Approved Exception Items / Bank’s Return of Checks: The Bank will pay a Presented Check that is also a Matched Check or an Exception Item which your Positive Pay Contract authorizes without the obligation to perform any check verification procedures whatsoever. However, Positive Pay does not limit the Bank’s right to return any Matched Check or Exception Item that you have authorized the Bank to pay if the Bank, in its sole discretion, determines that the check is not properly payable for any reason, or if there are insufficient collected and available funds in your Designated Account to pay it. The foregoing is not an agreement that the Bank will make such determination in any circumstance. The Bank will have no liability whatsoever for paying a Matched Check or authorized Exception Item even if the serial number or amount on the Presented Check is altered, or even if the Presented Check is a counterfeit, bears a forged or unauthorized signature or was otherwise not validly issued. You acknowledge and agree that each Presented Check which Bank pays in accordance with the foregoing will be conclusively deemed to be properly payable.

Stop Payment and Return Decisions: The Positive Pay Service is not a substitute for the Bank's Stop Payment service. If you wish to return any check, whether it is a Matched Check or not, you must follow the Bank's standard Stop Payment procedures. Positive Pay does not limit your right to Stop Payment on any Matched Check or other check. The Bank shall not pay any Presented Check or authorized Exception Item for which the Bank has received a Stop Payment order request consistent with the Terms and Conditions of this Agreement relating to Stop Payments.

MICR Encoding: The Positive Pay Service applies only to MICR encoded paper checks and documents and does not apply to any electronic funds transfer (“EFT”), ACH transaction, or checks that have been converted to an ACH transaction that do not contain a serial number. The Terms and Conditions of this Section E shall have no effect with respect to any EFT, ACH or checks converted to ACH transactions.

DEFAULT PAY OR RETURNS: YOUR FAILURE TO COMMUNICATE EITHER A PAY REQUEST OR RETURN REQUEST AS EXCEPTION ITEMS OR THE FAILURE OF THE BANK TO RECEIVE ANY SUCH PAY OR RETURN REQUEST FROM YOU SHALL BE CONCLUSIVELY DETERMINED TO BE A PAY OR RETURN REQUEST BY DEFAULT AS INSTRUCTED BY YOU IN YOUR ENROLLMENT FORM. THE BANK SHALL NOT BE LIABLE TO YOU FOR PAYING OR RETURNING SUCH DEFAULT PAY OR RETURNS AND SHALL HAVE NO LIABILITY TO COMPANY FOR SUCH PAYMENTS OR RETURNS.

Errors: The Bank is not responsible for detecting any errors contained in your File, or any error in a Pay Request or Return Request communicated by you to the Bank, or for any File, Pay Request or Return Request not timely received by the Bank via Positive Pay.

Communication: You are solely responsible for setting up the Positive Pay Service, for providing accurate electronic addresses for communication in connection with transactions contemplated in this Section E, and for all security of your systems and devices used to access Positive Pay.

Limitation of Liability:

a. Wrongful Dishonor: The Bank’s liability to you for any Presented Check erroneously paid by Bank in breach of this Section E (“Bank’s Wrongful Honor”) shall be limited to the lesser of the amount of the wrongfully paid Presented Check or your actual damages resulting from Bank’s payment of the Presented Check. The Bank retains the right to assert the defense that you sustained no actual damages because the Bank’s Wrongful Honor discharged for value your indebtedness. The Bank also retains the right to assert your failure to exercise reasonable promptness or ordinary care under the UCC. Nothing herein shall constitute a waiver or limitation of the rights of the Bank under the UCC. The Bank’s liability for wrongful dishonor of a Presented Check shall be limited to the damages for wrongful dishonor recoverable under UCC Articles 3 and 4; provided, however, that Bank shall have no liability to you for wrongful dishonor when the Bank, acting in good faith, returns a Presented Check: (i) that it reasonably believed was not properly payable; or (ii) if required to do so by the service of legal process on Bank or the instructions of regulatory or government authorities or courts. You agree that the Bank exercises ordinary care whenever it pays or returns a Presented Check consistent with the provisions of this Section E.

b. Loss Recovery Efforts: You agree to cooperate with the Bank in any loss recovery efforts the Bank undertakes to reduce any loss or liability that arises in connection with the Positive Pay Service. You acknowledge that the Bank’s fees for the Positive Pay Service have been established in contemplation of: (a) these limitations on our liability, (b) your responsibility to review statements, confirmations, and notifications promptly and to notify the Bank immediately of any discrepancies or problems, and (c) your responsibility to assist the Bank in any loss recovery effort.

c. Hold Harmless: You shall accept liability to any party and indemnify and hold the Bank harmless for any damages, losses, fines, fee, taxes, legal expenses, or actions at law arising from the return (dishonor) of any Presented Check if such return resulted from the correct application of your Pay or Return Request.

d. Properly Payable Debit: Any Presented Check that is paid in accordance with the Positive Pay Service shall conclusively be considered properly payable and you agree that the Bank shall have no liability to you for paying Presented Checks in accordance with the Positive Pay Service.

Security Procedures: Without limitation on any other Security Procedures set forth in this Agreement you agree that:

a. In its sole and absolute discretion the Bank may elect to specify Security Procedures that relate to this Positive Pay Service. When such Security Procedures are specified, you agree that the purpose of the Security Procedure is to verify the authenticity of any Pay Request and Return Request you submit to the Bank. Your continued use of the Positive Pay Service following receipt of any Security Procedure from the Bank constitutes your acceptance of such Security Procedure, your acknowledgement that such Security Procedure is commercially reasonable, your agreement that all Pay Requests and Return Requests communicated by you thereafter will comply with such Security Procedures.

b. You agree to establish and maintain internal procedures to adequately safeguard against unauthorized Pay Requests and Return Requests and to limit access to the Positive Pay Service procedures to only those individuals whom you have authorized to act on your behalf with respect to Positive Pay, and you shall otherwise comply with the procedures and security precautions set forth herein pertaining to Positive Pay. Any Pay Request or Return Request (including a request for cancellation, amendment, or reversal of any such request or instruction) or other communication received by the Bank that purports to have been submitted or authorized by you in accordance with the terms of this Agreement (including, without limitation, this Section E) with the User ID, Password, or other identification codes designated by you shall be effective and binding upon you even if such request or instruction was not in fact authorized by you, provided Bank has acted in good faith.

c. If you believe the Security Procedures have been compromised or that confidential information regarding the use of the Positive Pay Service has become known to any individual who might initiate unauthorized Pay Requests or Return Requests, you agree to promptly notify the Bank to initiate such corrective action as might be necessary to prevent unauthorized access to the Positive Pay Service.

MISCELLANEOUS TERMS & CONDITIONS (APPLICABLE TO ALL ONLINE SERVICES)

The Bank’s Responsibilities: The Bank agrees to use ordinary care in rendering Services under this Agreement. You recognize and agree that ordinary care does not mean error free. You agree to pay all attorneys’ fees, costs and expenses Bank may incur in collecting any sums you owe to Bank for overdrafts, service charges or otherwise in enforcing any rights the Bank may have under the terms of this Agreement or applicable law, rule or regulation applicable to your account(s) or Online Services rendered by Bank under this Agreement. You also agree to pay all attorneys’ fees, costs and expenses that Bank may incur as the result of defending any claim or action made against Bank by you, or on your behalf where Bank is found not to be liable for such claim. In no event shall Bank be liable to you for attorneys’ fees incurred by you in any action brought by you against Bank.

Errors: The Bank’s sole responsibility for an error in a transfer will be to correct the error. Without limiting the generality of the forgoing, the Bank will not be responsible for the following matters, or for errors or failures of Online Services as result of:

- Failure to provide access or for interruptions in access to our Services due to a system failure or due to other unforeseen acts or circumstances;</indent>

- Errors or failures from any malfunction of your Mobile Device or any malicious software or other problems related to the Mobile Device used with Online Services. We are not responsible for any error, damages or other loss you may suffer due to malfunction or misapplication of any system you use, including your mobile browser (Internet Explorer Mobile®, Safari®, Opera Mini™/Opera Mobile™ or otherwise), your mobile service provider, your personal financial management or other software (such as Quicken® or Microsoft Money®), or any equipment you may use to access or communicate with Online Services.</indent>

- Any Transaction or instruction that: (i) exceeds your collected and available funds on deposit with the Bank; (ii) is not in accordance with any condition indicated by you and agreed to by the Bank; (iii) the Bank has reason to believe may not be authorized by you; (iv) involves funds subject to hold, dispute, or legal process preventing their withdrawal; (v) would violate any provision of any present or future risk control program of the Federal Reserve or any current or future rule or regulation of any other federal or state regulatory authority; (vi) is not in accordance with any other requirement stated in this Agreement or any Bank policy, procedure or practice; or, (vii) for the protection of the Bank or you, the Bank has reasonable cause not to honor.

Compliance: All transactions you effect through Online Services will be subject to and must comply with all applicable law, including without limitation, any applicable federal and state laws, codes, rules and regulations, (such as the Internal Revenue Code and the operating circulars of the Federal Reserve System) (collectively, “Applicable Law”), and the operating rules of networks, associations and systems, such as the rules of the National Automated Clearing House Association, and any regional ACH that we may use from time to time to provide the Online Services (collectively, the “Applicable Rules”), and any Office of Foreign Assets Control (OFAC) requirements, as each may be amended from time to time. We will not carry out any transaction you effect through Online Services that violate any Applicable Laws, Applicable Rules, or requirement. We will not be liable for not carrying out any transaction that does not comply with Applicable Law and Applicable Rules.

You understand that information regarding OFAC requirements can be obtained by calling the OFAC Compliance Hotline, toll free, at 1-800-540-OFAC. OFAC is a division of the United States Treasury Department and is mandated to implement and enforce economic sanctions imposed by the U.S. Government against hostile foreign countries, their nationals, or other “specially designated” individuals or entities. These sanctions restrict banks and other businesses from doing business with those designated countries and entities.

You agree that your failure to comply with Applicable Law or Applicable Rules could result in liability to you for fines and other penalties assessed against us under those rules. You agree that we may charge any fines or penalties assessed against us in connection with a transaction you effect through Online Services to your accounts held with us. If the collected funds in your accounts with us are insufficient to cover such fines or penalties, you further agree to reimburse us for any such fines or penalties, promptly upon demand.

Availability of Online Services: We will use reasonable efforts to make Online Services available for your use on a continuous basis, however, Online Services may be unavailable for short periods of time for regular or emergency system maintenance. We will endeavor to have our scheduled maintenance occur during non-peak hours. In addition, accessibility to Online Services may be interrupted because of conditions beyond our control, including outages in Internet, cellular or other communications availability. We will attempt to provide prior notice of any interruptions and changes but cannot guarantee that such notice will be provided. We will use diligent efforts to re-establish Online Services as promptly as possible. We do not promise that Online Services will always be available for your use. We also may elect to change the scope of Online Services from time to time or discontinue Online Services at any time. If we choose to discontinue Online Services we will provide you with reasonable notice in advance of that fact. We reserve the right at all times to take actions to protect our systems and information, including denial of access to users of Online Services.

All Online Banking transaction requests received after 5:00 p.m. on any Business Days and all transactions requests received on non-Business Days will be processed on the next occurring Business Day.

Joint Accounts: When you designate a personal Account in your name and the name of one or more other individuals (i.e., authorized signers) (“Joint Accounts”) for Online Services We may act on the verbal, written or electronic instructions of any authorized signer on such Account. We recommend that each authorized signer of an Online Account establish their own individual User ID.

If your Account is a joint account, you are jointly and severally liable under this Agreement. Each joint owner of an Account acting alone may perform transactions, obtain information, terminate this Agreement or otherwise transact business, take actions or perform under this Agreement. We are not required to obtain the consent of, or notify any of you. However, each of you will only be permitted to access Accounts for which you are an owner or Authorized User. Each of you individually releases us from any liability and agrees not to make a claim or bring any action against us for honoring or allowing any actions or transactions where the person performing the action or transaction is one of you or is otherwise authorized to use your Mobile Banking account.

Modifications to this Agreement: Except as otherwise required by Applicable Law or Applicable Rule, the Bank may change the terms of this Agreement (including any applicable fees) and any other agreement described herein from time to time, and at any time. When changes are made, we may notify you by mail, through e-mail, and/or by posting the amendment to the PNB Website: www.pnb.com. We will post changes to this Agreement and other agreements on the PNB Website on or before the effective date of the change, unless the change must be made before we can post the changes in order to maintain adequate security or unless an Applicable Law or Applicable Rule mandates that the change be made at an earlier date. If such a change is made, and it cannot be disclosed without compromising security, this Agreement will be updated within 30 days after the change. You may choose to accept or decline changes by continuing or discontinuing the use of the Online Services. Your continued use of the Online Services shall constitute your acceptance of any changes.

Errors: In case you believe there may be an error regarding your Online Services Payment transactions, or if you think your Account statement is wrong, or if you need more information about a transfer listed on your statement, call Pacific National Bank at the telephone numbers and address indicated at the beginning of this Agreement. We must hear from you at the specified telephone number or address no later than 60 days after we sent you the FIRST statement on which the problem or error appeared. We will need your name and Account number; a description of the error or the transfer in question; an explanation concerning why you believe it is an error or need more information; and the dollar amount of the suspected error and date on which it occurred. If you call us regarding a suspected error you must also send us your complaint or question in writing within 10 business days thereafter.

CONSUMER NOTICE (APPLICABLE ONLY TO CONSUMER ACCOUNTS): WE WILL NOTIFY YOU WITH THE RESULTS OF OUR INVESTIGATION OF YOUR INQUIRY WITHIN 10 BUSINESS DAYS AFTER YOU NOTIFIED US. IF WE NEED MORE TIME, HOWEVER, WE MAY TAKE UP TO 45 DAYS TO INVESTIGATE A COMPLAINT OR QUESTION. IF THIS OCCURS, WE WILL CREDIT YOUR ACCOUNT WITHIN 10 BUSINESS DAYS FOR THE AMOUNT YOU THINK IS IN ERROR. THIS WILL ALLOW YOU TO USE THE MONEY DURING THE TIME IT TAKES US TO COMPLETE OUR INVESTIGATION. IF YOU CALL US WITH A COMPLAINT OR QUESTION AND WE DO NOT ALSO RECEIVE YOUR COMPLAINT OR QUESTION IN WRITING WITHIN 10 BUSINESS DAYS AFTER YOU CALL US, WE MAY NOT CREDIT YOUR ACCOUNT. IF AN ALLEGED ERROR INVOLVES A NEW ACCOUNT OR AN ELECTRONIC FUNDS TRANSFER OUTSIDE A STATE OR TERRITORY OR POSSESSION OF THE UNITED STATES, THE APPLICABLE TIME PERIODS FOR ACTION BY US ARE 20 BUSINESS DAYS (INSTEAD OF 10) AND 90 CALENDAR DAYS (INSTEAD OF 45). WE WILL INFORM YOU OF THE RESULTS OF OUR INVESTIGATION WITHIN 3 BUSINESS DAYS AFTER COMPLETING OUR INVESTIGATION. IF WE DETERMINE THAT NO ERROR OCCURRED, WE WILL SEND YOU A WRITTEN EXPLANATION OR OUR DETERMINATION, AND ANY CREDIT WE MAY HAVE MADE TO YOUR ACCOUNT WITH RESPECT THERETO SHALL BE REVERSED. YOU MAY REQUEST COPIES OF THE DOCUMENTS THAT WE USED IN OUR INVESTIGATION. YOU AGREE THAT WE MAY RESPOND TO YOU BY ELECTRONIC MAIL WITH REGARD TO ANY CLAIM OF UNAUTHORIZED ELECTRONIC FUNDS TRANSFER RELATED TO AN ONLINE SERVICE. ANY SUCH ELECTRONIC MAIL WE SEND YOU SHALL BE CONSIDERED RECEIVED WITHIN THREE (3) DAYS OF THE DATE SENT, REGARDLESS OF WHETHER OR NOT YOU SIGN ON TO THE ONLINE SERVICE WITHIN THAT TIME FRAME.

For Business Customers: You acknowledge, represent and warrant that all Accounts that can be accessed under an Online Services or Cash Management User ID are not Accounts established primarily for personal, family or household purposes.

Additional risk is associated with use of Online Services and Cash Management Services by Business Customers. You will not have the benefit of any consumer law limiting liability for the unauthorized use of your Online Services or Cash Management. You accept and agree to undertake the additional risk and greater measure of liability associated with the use of Online Services or Cash Management. You are liable for transactions you did not authorize if we can prove that we processed the transaction in good faith and in compliance with a commercially reasonable security procedure to which we both agreed, unless otherwise required by Applicable Law.

If you have reason to believe that your Primary Administrator User ID and Password have been lost, stolen or otherwise compromised (or may be compromised) or that a bill payment, funds transfer, ACH or other Online Service transaction has been or may be made with your Primary Administrator User ID and Password without your permission, you must call Us at the telephone numbers indicated at the beginning of this Agreement during normal business hours or write Us at the address listed above. You should also immediately change your Primary Administrator User ID and Password. You will not be liable for any unauthorized transaction that occurs after we receive your notice and have had a reasonable opportunity to act on it, unless we can prove that your failure to comply with this Agreement or to otherwise exercise ordinary care contributed to the unauthorized bill payment, funds transfer, ACH or other Online Service.

If you have reason to believe that any User ID has been lost, stolen or otherwise compromised (or may be compromised) or that a bill payment, funds transfer, ACH or other Online Service has been or may be made with any User ID without your permission, you must contact your Primary Administrator or any Secondary Administrator. Your Primary Administrator or Secondary Administrator, as applicable, must deactivate, and has the sole responsibility for deactivating, any such User ID. In no event will we be liable for any unauthorized transaction that occurs with any User ID (including any Secondary Administrator).

Our Liability for Failure to Complete a Transaction: To the extent that an Online Services transaction is an “electronic fund transfer” under Federal Reserve Board Regulation E that relates to an Account established primarily for personal, family, or household purposes, if we do not properly complete a transfer to or from your Account on time or in the correct amount according to the terms of this Agreement, we will be liable for your losses or damages; however, we will not be liable (and any payment guarantee provided elsewhere in this Agreement will not be applicable) if any of the following occurs:

- Through no fault of ours, you do not have sufficient collected funds in the Account to complete the transaction;

- The transaction would exceed the credit limit on any overdraft line of credit linked to the Account;

- Your Mobile Device, Internet service provider, Cellular service provider, telephone line, modem, router, or other equipment is not operating properly;

- The Service is not working properly, and you were aware of the malfunction when you initiated the transaction;

- You do not properly follow the instructional materials provided in connection with Mobile Banking;

- You do not authorize a Payment within a sufficient period of time for your Payment to be received by the payee by the due date;

- You have not provided us with the correct Payee name, address, account information, Payment amount, or other instructions necessary to complete the Payment, or the foregoing instructions that may be stored on your Mobile Device or the host system have been lost;

- A Payee mishandles or delays the handling of Payments sent by us;

- Your funds are held or frozen, or a court order or other legal process prevents us from making a transaction;

- Your Access Code has been reported lost or stolen;

- We have reason to believe that a transaction has not been properly authorized or authenticated, or is fraudulent, erroneous, or illegal;

- You have exceeded the limitations on frequency of transactions or dollar amount of transactions applicable to the Service or the Account;

- Your Mobile Device service has been disconnected or there are deficiencies in the quality of your mobile data transmissions;

- Circumstances beyond our control (such as telecommunication or electrical outages and malfunctions, postal strikes or delays, computer system failures, or natural disasters) prevent the transaction;

- Making a transfer would cause us to violate any law, rule, or regulation to which we are subject; or

- Any failure on our part was not intentional and resulted from a bona fide error notwithstanding procedures to avoid such error, except for actual damages (which do not include indirect, incidental, special, or consequential damages).

There may be other exceptions to liability stated in this Agreement, or in other agreements we have with you, or otherwise provided by applicable law.

IN NO EVENT SHALL THE BANK BE LIABLE FOR DAMAGES IN EXCESS OF YOUR ACTUAL LOSS DUE TO THE BANK’S FAILURE TO COMPLETE AN AUTHORIZED TRANSFER, AND WE WILL NOT BE LIABLE FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES, ALL OF WHICH YOU HEREBY WAIVE.

We shall assist you with reasonable efforts in taking appropriate corrective action to reprocess the transactions that may not have been completed or to correct incorrect transactions that have been processed.

Disclosure of information to third parties: We will disclose information to third parties about your Account or the transfer you make:

- For Our everyday business purposes – such as to process your transactions, maintain your account(s), respond to court orders and legal investigations, or report to credit bureaus;

- To investigate transaction errors and verify transactions;

- If you give us your written permission; or

- As required or allowed by Applicable Law.

More information regarding disclosure of information to third parties is contained in the Pacific National Bank’s Notice of your Privacy Rights, which you are urged to read and which are incorporated in this Agreement by reference.

Notices/Address Changes: To the extent permitted by Applicable Law, any notice or communication to us will not be effective until we receive and have had a reasonable opportunity to act on such notice or communication.

You authorize us and agree that we may send any notice or communication that we are required or permitted to give you under this Agreement to your mailing address or e-mail address as it appears on our records, and that any such communication or notice will be effective and deemed delivered when provided to you in such a manner. You agree to notify us promptly about any change in your mailing address or e-mail address, and you acknowledge and agree that no such change will be effective until we have had a reasonable opportunity to act on your notice. If your Online Account is owned by more than one person or entity, you agree that we may consider any such notice or communication as being given to all Online Account owners when such notice or communication is given to any one Online Account owner.

You agree that we may send confidential information including your User ID to your current address shown in our records for your Primary Online Account, whether or not our records include delivery instructions to a particular individual. You also agree that we will not be responsible or liable in any way in the event that such properly addressed information is intercepted by an unauthorized person either in transit, at your home, at your place of business or otherwise.

Inactivity; Termination: This Agreement will be in effect from the date your registration is submitted by you and accepted by the Bank and at all times while you are using the Online Services. Either you or the Bank may terminate your use of the Online Services or any product within the Online Services at any time with or without notice. We will promptly notify you if we terminate your use of any Online Service. All applicable provisions of this Agreement shall survive termination of your Online Services by either you or the Bank.

If your Online Services are terminated for any reason, you must cancel all outstanding bill payments, funds transfers and other Online Services, including any automatic or recurring bill payments or funds transfers. We may continue to issue bill payments, to transfer funds and to perform other Online Services you have previously authorized or may subsequently authorize; however, we are not under any obligation to do so. We will not be liable if we choose to issue any bill payment, to transfer funds or to perform any other Online Service you previously authorized or subsequently authorize after the Online Services terminate.

To terminate any Online Service you must notify Pacific National Bank and provide your name and address and tell us which Online Service(s) you wish to cancel, and the effective date on which we should stop the Online Service(s). When you cancel Bill Pay any bill payments prescheduled through Bill Pay (but not yet effected) will also be terminated. Your final charge for any Online Service (if any charge is applicable) will be assessed at the end of your statement cycle. You may notify Pacific National Bank at the address, telephone number and email indicated at the beginning of this Agreement.

Notices: Any notice or other communication required or permitted to be given to you under these Terms and Conditions may be delivered or sent by U.S. Mail or private courier to your address on the Bank’s records, by electronic delivery to the email address on file for you, or by any other method allowed by law, and unless otherwise provided herein, such notices shall be deemed given to you when sent.

Any written notice or other communication required or permitted to be given under these Terms and Conditions to the Bank may be delivered or sent by U.S. Mail to the Bank at the address indicated at the beginning of this Agreement.

Except as otherwise stated herein, any such notices to Bank shall be deemed given when received.

Use of External E-mail Address: With the Online Banking Online Service, we may send messages to your external email address and notify you of responses to your inquiries. We cannot act on instructions sent by you from an external email address. You should use the Online Banking secure email notification to send us instructions.

LIMITS ON THE BANK’S LIABILITY / INDEMNIFICATION

NO WARRANTY. YOU ACKNOWLEDGE AND AGREE THAT YOUR USE OF ONLINE SERVICES SHALL BE AT YOUR SOLE RISK AND THAT ONLINE SERVICES ARE PROVIDED BY BANK ON AN “AS IS” BASIS. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE BANK MAKES NO, AND HEREBY DISCLAIMS ANY AND ALL, REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, IN LAW OR IN FACT, WHATSOEVER TO YOU OR TO ANY OTHER PERSON AS TO THE ONLINE SERVICES OR ANY ASPECT THEREOF, INCLUDING (WITHOUT LIMITATION) ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, ACCURACY, OR SUITABILITY. YOU AGREE THAT NO ORAL OR WRITTEN ADVICE OR REPRESENTATION OBTAINED FROM ANY BANK EMPLOYEE OR REPRESENTATIVE SHALL CREATE A WARRANTY OR REPRESENTATION FOR PURPOSES OF THIS AGREEMENT OR ANY ONLINE SERVICES. THE BANK MAKES NO REPRESENTATION OR WARRANTY, EITHER EXPRESS OR IMPLIED, TO YOU AS TO ANY DEVICE, HARDWARE, SOFTWARE, OR EQUIPMENT USED IN CONNECTION WITH THE SERVICE (INCLUDING, WITHOUT LIMITATION, YOUR DEVICE, HARDWARE, SOFTWARE, OR YOUR MOBILE SERVICE PROVIDER OR ITS EQUIPMENT), OR AS TO THE SUITABILITY OR COMPATIBILITY OF BANK’S SOFTWARE, INTERNET DELIVERED SERVICE, EQUIPMENT OR COMMUNICATION INTERFACES WITH THOSE THAT YOU USE, OR AS TO WHETHER ANY SOFTWARE OR INTERNET DELIVERED SERVICE WILL PERFORM IN AN UNINTERRUPTED MANNER, INCLUDING (BUT NOT LIMITED TO) ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

DEFECTS IN SOFTWARE / HARDWARE. THE BANK SHALL NOT BE RESPONSIBLE OR LIABLE FOR ANY ERRORS OR FAILURES RESULTING FROM DEFECTS IN OR MALFUNCTIONS OR THE QUALITY OF PERFORMANCE OR LACK OF PERFORMANCE OF ANY SOFTWARE OR HARDWARE OR INTERNET DELIVERED SERVICES SUPPLIED BY BANK TO YOU IN CONNECTION WITH THIS AGREEMENT, OR FOR THE TRANSMISSION OR FAILURE OF TRANSMISSION OF ANY INFORMATION FROM YOU TO BANK OR FROM BANK TO YOU. BANK SHALL NOT BE RESPONSIBLE FOR NOTIFYING YOU OF ANY UPGRADES OR ENHANCEMENTS TO ANY OF YOUR MOBILE DEVICE HARDWARE OR SOFTWARE.

LIMITS ON LIABILITY. TO THE FULLEST EXTENT ALLOWED BY LAW, THE BANK’S LIABILITY TO YOU UNDER THESE TERMS AND CONDITIONS SHALL BE LIMITED TO CORRECTING ERRORS RESULTING FROM THE BANK’S FAILURE TO EXERCISE ORDINARY CARE OR TO ACT IN GOOD FAITH. IN THE EVENT OF ANY LOSS SUSTAINED BY YOU WHICH IS NOT OTHERWISE EXCLUDED FROM LIABILITY AND ARISES OUT OF ANY MISDIRECTED OR UNAUTHORIZED PAYMENTS OR TRANSFERS RESULTING FROM EITHER GROSS NEGLIGENCE OR WILLFUL MISCONDUCT BY THE BANK, THE BANK’S LIABILITY SHALL BE LIMITED TO THE RETURN OF THE IMPROPERLY REMOVED OR TRANSFERRED FUNDS TO THE ACCOUNT FROM WHICH THEY WERE REMOVED TOGETHER WITH INTEREST THEREON AT THE RATE WHICH COULD OTHERWISE HAVE BEEN EARNED ON THE FUNDS MADE UNAVAILABLE TO YOU, COMPUTED ON A DAILY BASIS AT THE FEDERAL FUNDS RATE IN EFFECT AT THE FEDERAL RESERVE BANK FOR THE PERIOD INVOLVED. WITHOUT LIMITING THE FOREGOING, THE BANK SHALL NOT BE RESPONSIBLE FOR YOUR ACTS OR OMISSIONS OR THE ACTS OR OMISSIONS OF YOUR AGENTS OR OF ANY THIRD PARTY, INCLUDING THE BANK’S VENDOR, ANY FEDERAL RESERVE BANK, ANY COURIER SERVICE, THE NATIONAL AUTOMATED CLEARINGHOUSE ASSOCIATION (“NACHA”), ANY TRANSMISSION OR COMMUNICATIONS FACILITY, OR ANY OTHER THIRD PARTY INVOLVED WITH A SERVICE. NO SUCH THIRD PARTY SHALL BE DEEMED THE BANK'S AGENT.

SPECIAL DAMAGES. YOU AGREE THAT THE BANK SHALL NOT BE RESPONSIBLE OR LIABLE TO YOU OR TO ANY OTHER PARTY FOR CONSEQUENTIAL, INDIRECT, SPECIAL EXEMPLARY, PUNITIVE OR INCIDENTAL DAMAGES ARISING OUT OF YOUR USE OF ANY ONLINE SERVICE EVEN IF YOU, THE BANK OR THE BANK’S SERVICE PROVIDER HAVE BEEN SPECIFICALLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

LEGAL & REGULATORY CONSTRAINTS. WITHOUT LIMITING THE GENERALITY OF ANY OF THE FOREGOING PROVISIONS, THE BANK SHALL BE EXCUSED FROM FAILING TO ACT OR DELAY IN ACTING IF SUCH FAILURE OR DELAY IS CAUSED BY LEGAL CONSTRAINT, INTERRUPTION OF TRANSMISSION OR COMMUNICATION FACILITIES, EQUIPMENT FAILURE, WAR, EMERGENCY CONDITIONS OR OTHER CIRCUMSTANCES BEYOND THE BANK'S CONTROL. IN ADDITION, BANK SHALL BE EXCUSED FROM FAILING TO TRANSMIT OR DELAY IN TRANSMITTING AN ENTRY IF SUCH TRANSMITTAL WOULD RESULT IN BANK’S HAVING EXCEEDED ANY LIMITATION UPON ITS INTRA-DAY NET FUNDS POSITION ESTABLISHED PURSUANT TO PRESENT OR FUTURE FEDERAL RESERVE GUIDELINES OR IN BANK'S REASONABLE JUDGMENT OTHERWISE WOULD VIOLATE ANY PROVISION OF ANY PRESENT OR FUTURE RISK CONTROL PROGRAM OF THE FEDERAL RESERVE OR ANY RULE OR REGULATION OF ANY OTHER U.S. GOVERNMENTAL REGULATORY AUTHORITY.

YOU AGREE TO DEFEND, INDEMNIFY AND HOLD HARMLESS THE BANK, AND ITS OFFICERS, DIRECTORS, AGENTS AND EMPLOYEES FROM AND AGAINST ANY ACTIONS, CAUSES OF ACTIONS, CLAIMS, DAMAGES, LOSSES, LIABILITIES OR EXPENSES (INCLUDING ATTORNEY’S FEES AND COSTS) RESULTING FROM OR ARISING OUT OF OR RELATED TO, WITHOUT LIMITATION: (A) YOUR ACTS OR OMISSIONS, OR THOSE OF YOUR EMPLOYEES OR AGENTS, INCLUDING (WITHOUT LIMITATION) NEGLIGENCE, WILLFUL MISCONDUCT, OR FAILURE TO COMPLY WITH ANY OF YOUR COVENANTS, AGREEMENTS, RESPONSIBILITIES, REPRESENTATIONS OR WARRANTIES UNDER THIS AGREEMENT OR ANY OTHER AGREEMENT BETWEEN YOU AND THE BANK; (B) YOUR MISUSE OF THE SERVICES, OR MISUSE BY YOUR EMPLOYEES OR AGENTS; (C) YOUR FAILURE, OR THAT OF YOUR EMPLOYEES OR AGENTS, TO COMPLY WITH APPLICABLE STATE AND FEDERAL LAWS AND REGULATIONS; (D) THE BANK’S ACTION OR INACTION IN ACCORDANCE WITH OR RELIANCE UPON ANY INSTRUCTIONS OR INFORMATION RECEIVED FROM ANY PERSON REASONABLY BELIEVED BY THE BANK TO BE YOU OR YOUR AUTHORIZED USER; (E) ACTIONS BY THIRD PARTIES, SUCH AS AN INTRODUCTION OF A VIRUS, THAT DELAY, ALTER OR CORRUPT THE TRANSMISSION OF INFORMATION TO THE BANK; (F) WITH RESPECT TO RDC SERVICES, YOUR FAILURE TO REPORT REQUIRED CHANGES, TRANSMISSION OF INCORRECT DATA TO BANK OR MAINTAIN COMPLIANCE WITH THE RULES, YOUR FAILURE TO RETAIN OR DESTROY ORIGINAL CHECKS AS PRESCRIBED, YOUR DEPOSIT OF AN ELECTRONIC REPRESENTATION OF A SUBSTITUTE CHECK INTO AN ACCOUNT INSTEAD OF AN ORIGINAL CHECK, OR YOUR DEPOSIT OF A PROHIBITED CHECK; AND (F) ALL THIRD PARTY CLAIMS, LIABILITY, DAMAGES AND/OR COSTS (INCLUDING, BUT NOT LIMITED TO, REASONABLE ATTORNEYS' FEES, COURT COSTS AND EXPENSES) ARISING OUT OF THIS AGREEMENT.

NOTWITHSTANDING ANY OF THE FOREGOING, YOU ARE NOT OBLIGATED TO INDEMNIFY THE BANK FOR ANY DAMAGES SOLELY AND PROXIMATELY CAUSED BY BANK’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.

MISCELLANEOUS PROVISIONS:

Area of Service: The Services described in this Agreement are solely offered to citizens and residents of the United States of America and may not be accessed while outside of the United States of America.

Governing Law; Venue; Prevailing Parties Attorneys’ Fees: This Agreement is governed by the laws of the State of Florida, without regard to its conflict of law provisions and without regard to your state of residence, and Applicable federal Law. In the event a dispute arises either directly or indirectly, under this Agreement, the venue for any and all litigation resulting therefrom shall be in a court of appropriate jurisdiction in Florida. The prevailing party in any such action shall be entitled, subject to applicable law, to payment by the other party of its reasonable attorney’s fees (which may be or include the allocable cost of in-house counsel) and costs, including fees for any litigation, arbitration, mediation, appeal, or bankruptcy proceedings, and any post-judgment collection actions, if applicable.

Prohibited Transactions: You agree not to use or attempt to use the any Online Service (a) to engage in any illegal purpose or activity or to violate any applicable law, rule or regulation, (b) to breach any contract or agreement by which you are bound, (c) to engage in any internet or online gambling transaction, whether or not gambling is legal in any applicable jurisdiction, or (d) to engage in any transaction or activity that is not specifically authorized and permitted by these Terms and Conditions. You acknowledge and agree that the Bank has no obligation to monitor your use of any Service for any transaction or activity that is impermissible or prohibited under these Terms and Conditions; provided, however, that the Bank reserves the right to decline to execute any transaction or activity that Bank believes violates the terms of these Terms and Conditions.

Relationship of Parties: You and the Bank acknowledge and agree that the relationship between you and the Bank is that of an independent contractor and that these Terms and Conditions do not establish or create a general agency, joint venture, partnership, or employment relationship between you and the Bank.

Force Majeure: The Bank shall not be responsible for any liability, loss, or damage resulting from the Bank's failure to perform any Service or to perform any other obligations under these Terms and Conditions which is caused by an act of God, fire, floods, adverse weather or atmospheric conditions or other catastrophes; war, sabotage, riots, acts of public enemy, or acts of governmental authority or the Board of Governors of the Federal Reserve; labor difficulties; equipment or computer failure or destruction or the unavailability, interruption, or malfunction of communications facilities or utilities; delays or failure to act by you or your personnel or third parties and their personnel; criminal acts; or generally any cause reasonably beyond the Bank's control.

Termination or Suspension of Services: The Bank reserves the right to terminate or suspend your use of any Service, in whole or in part, at any time with or without notice. Upon termination, you shall return all software, hardware, storage media, procedures manuals, and all other property of the Bank. In the event of termination or suspension by the Bank you shall remain liable for all charges incurred through the date of termination. All substantive and procedural provisions hereof relative to liabilities of the parties shall survive any termination of any Service.

ARBITRATION AND WAIVER OF JURY TRIAL: TO THE EXTENT PERMISSIBLE BY LAW, YOU AND THE BANK AGREE THAT THE TRANSACTIONS PROCESSED UNDER THIS AGREEMENT INVOLVES “COMMERCE” UNDER THE FEDERAL ARBITRATION ACT (“FAA”). ANY CONTROVERSY OR CLAIM BETWEEN YOU AND THE BANK, OR BETWEEN YOU AND ANY OF BANK’S OFFICERS, EMPLOYEES, AGENTS OR AFFILIATED ENTITIES, THAT ARISES OUT OF OR IS RELATED TO ANY SERVICE PROVIDED UNDER THIS MASTER AGREEMENT OR ANY SERVICE AGREEMENT, WHETHER BASED ON CONTRACT OR IN TORT OR ANY OTHER LEGAL THEORY, INCLUDING CLAIMS OF FRAUD, SUPPRESSION, MISREPRESENTATION AND FRAUD IN THE INDUCEMENT (COLLECTIVELY, ANY “CLAIM”), WILL BE SETTLED BY BINDING ARBITRATION UNDER THE FAA. THE PARTIES SHALL WORK IN GOOD FAITH TO SELECT AND AGREE UPON AN ARBITRATOR WITHIN THIRTY (30) DAYS AFTER A DEMAND FOR ARBITRATION BY EITHER PARTY. THE ARBITRATOR SHALL HAVE SOLE DISCRETION TO USE ANY COMMERCIALLY REASONABLE RULES OF ARBITRATION, UNLESS OTHERWISE AGREED TO IN WRITING BY THE PARTIES (“THE ARBITRATION RULES”). IF THE PARTIES CANNOT AGREE UPON AN ARBITRATOR, THEN EACH PARTY SHALL DESIGNATE AN ARBITRATOR REPRESENTATIVE AND THE ARBITRATOR REPRESENTATIVES SHALL SELECT THE ARBITRATOR. THE PARTIES SHALL WORK IN GOOD FAITH TO SELECT AND AGREE UPON AN ARBITRATOR WITHIN IF A CLAIM IS SUBMITTED TO ARBITRATION, (A) YOU WILL NOT HAVE THE RIGHT TO GO TO COURT OR TO HAVE A JURY TRIAL; (B) YOU WILL NOT HAVE THE RIGHT TO ENGAGE IN PRE-ARBITRATION DISCOVERY EXCEPT AS PROVIDED IN THE ARBITRATION RULES; (C) YOU WILL NOT HAVE THE RIGHT TO HAVE ANY CLAIM ARBITRATED AS A CLASS ACTION UNDER THE ARBITRATION RULES OR UNDER ANY OTHER RULES OF CIVIL PROCEDURE; (D) THE ARBITRATOR’S DECISION WILL BE FINAL AND BINDING WITH LIMITED RIGHTS TO APPEAL; (E) THIS AGREEMENT SUPERSEDES ANY PRIOR ALTERNATIVE DISPUTE RESOLUTION AND/OR ARBITRATION AGREEMENT THAT MAY EXIST BETWEEN YOU AND THE BANK. THIS AGREEMENT TO ARBITRATE DISPUTES WILL SURVIVE THE CLOSING OF YOUR ACCOUNT AND THE TERMINATION OF THIS AGREEMENT OR ANY SERVICE AGREEMENT. ANY ARBITRATION TAKING PLACE UNDER THIS AGREEMENT SHALL BE CONDUCTED IN MIAMI-DADE COUNTY, FLORIDA, OR SUCH OTHER LOCATION AGREED UPON IN WRITING BY THE PARTIES.

Relationship Between you and the Bank. You and Bank acknowledge and agree that the relationship of Bank and you is that of an independent contractor and that this Agreement does not establish or create a general agency, joint venture, partnership, or employment relationship between you and the Bank.

Force Majeure. The Bank shall not be responsible for any liability, loss, or damage resulting from Bank's failure to perform any Online Services or to perform any other obligations under this Agreement which is caused by an act of God, fire, floods, adverse weather or atmospheric conditions or other catastrophes; war, sabotage, riots, Acts of public enemy, or acts of governmental authority or the Board of Governors of the Federal Reserve; labor difficulties; equipment or computer failure or destruction or the unavailability, interruption, or malfunction of communications facilities or utilities; delays or failure to act by you or third parties and their personnel; criminal acts; or generally any cause reasonably beyond the Bank's control.

Assignment: You may not assign this Agreement or your rights hereunder, voluntarily or involuntarily, by operation of law (i.e., a merger) or any other manner, without our prior written consent. Any purported assignment in violation of this section is null and void. This Agreement shall be binding on you and any of your heirs, or successors and assigns, and shall inure to our benefit and the benefit of our successors and assigns.

Severability: If any part or provision of this Agreement is determined by a court to be invalid, the part or provision shall be deemed amended to the extent necessary to be valid, and all other parts or provisions of this Agreement will remain in effect.

Headings: The headings and captions contained in this Agreement are included only for convenience of reference and do not define, limit, explain, or modify these Terms and Conditions or its interpretation, construction, or meaning.

Cooperation in Loss Recovery Efforts: In the event of any damages for which you or the Bank may be liable to each other or to a third party pursuant to the services provided under these Terms and Conditions, you and the Bank 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.

Tapes and Records: All magnetic tapes, entries, security procedures and related records used by the Bank for transactions contemplated by these Terms and Conditions shall be and remain Bank’s property. The Bank may, at its sole discretion, make available such information upon your request. Any expenses incurred by Bank in making such information available to you shall be paid by you.

Use of Trademarks: You may not use Bank’s name or trademarks without the express written consent of Bank. If you are permitted to use the Bank’s name, or trademarks or promotional materials, you will not indicate, directly or indirectly, that the Bank endorses, or is connected in any way with, any of your goods or services.

Ownership of Website: The content, information and offers on our website are copyrighted and the unauthorized use, reproduction, linking or distribution of any portion thereof is strictly prohibited. You agree not to copy, display, distribute, download, license, sub-license, modify, publish, repost, reproduce, reuse, sell, transmit, create a derivative work from or otherwise use for public or commercial purposes, the information and materials on our website, except as specifically permitted in these Terms and Conditions or without our express written permission. Unless otherwise noted, all other trademarks, service marks, and logos used on the Bank’s websites are the trademarks, service marks or logos of the Bank or others as indicated.

Web-linking Practices: The Bank may provide access to information, products or services offered on other third party web sites. The Bank is not responsible for, nor does it control, the content, products, or serviced provided by linked sites. The Bank does not endorse or guarantee the products, information or recommendations provided by linked sites and is not liable for any failure of products or services advertised on those sites. In addition, each third party site may provide less security than the Bank and have a privacy policy different than that of the Bank. Your access, use and reliance upon such content, products or services is at your own risk.

Acceptance of Agreement (Consumer): You acknowledge and agree that any access to or use of any of the Online Services available to consumers constitutes acceptance of the terms of this Agreement. By checking the “I agree” box and clicking the Accept button on the web site, you confirm you have read and accepted all of the terms and conditions of this Agreement.

Acceptance of Agreement (Business): You acknowledge and agree that any access to or use of the Online Services available to businesses constitutes acceptance of the terms of this Agreement. By checking the “I agree” box and clicking the Accept button on the web site, you confirm you have read and accepted all of the terms and conditions of this Agreement applicable to your Online Services.

Date Last Revised: 03/08/2021