Treasury Management Services Terms & Conditions

Effective August 21, 2023

 

General Provision Section

1. General Terms and Conditions
2. Controlling Provisions of Account Agreement
3. Accounts, Terms, Alternative Dispute Resolution Provisions; Other Legal Provisions
4. The Agreement
5. Notices and Instructions
6. Security Procedures; Customer’s Data Security Obligations; Limitation on Liability; Responsibility for Loss
7. Business Days; Posting; Funds Availability
8. Honoring Transactions and Instructions; Furnishing Information; Mobile Services and Transactions
9. Oral Instructions
10. Erroneous Instructions
11. Inconsistent Name and Identifying Number
12. Account Holder’s Liability for Funds Transfers
13. Account Reconciliation and Reporting of Discrepancies
14. Settlement of Obligations
15. Cooperation in Loss Recovery Efforts
16. Fees
17. Use of Third Parties
18. Courier Agreements
19. Proprietary Property
20. Confidentiality
21. Customer Records; Ownership of Data; Response to Data Security Breach Incidents; Responsibility for Loss
22. Representations and Warranties by Customer
23. Compliance With Laws
24. Limitations of Liability
25. Indemnification
26. Specific Performance
27. Termination
28. Governing Law; Limitations
29. Assignment
30. No Third-Party Beneficiaries.
31. Other Agreements; Severability; Construction.
32. Attorneys’ Fees
33. Compliance Management
34. Periodic Due Diligence Review
35. Parties’ Additional Responsibilities
36. Provisions regarding a Specific Transaction or Instruction
37. Miscellaneous Other Provisions
38. Service Charges; Other Charges

SERVICE SPECIFIC PROVISIONS

1. ONLINE BANKING
2. AUTOMATED CLEARING HOUSE (ACH)
3. BILL PAYMENT SERVICES
4. ACCOUNT RECONCILIATION SERVICES
5. POSITIVE PAY
6. REMOTE DEPOSIT CAPTURE
7. WIRE TRANSFER SERVICES
8. TARGET/ZERO BALANCE ACCOUNT SERVICES
9. ACH BLOCKS & FILTERS
10. LOCKBOX SERVICES
11. TAILORED DATA SOLUTIONS

This document, the Treasury Management Services Agreement provides product information, disclosures, and descriptions of Treasury Management Services (“Services”) available at Vantage Bank (the “Bank”). Other documents may become part of our Agreement depending on the Services you select. Please read all documents carefully; they will govern the Services provided to you.

 

By signing and returning the Treasury Management Master Authorization & Related Entities Form (“Master Authorization Form”), you agree to the terms and conditions outlined for all Services selected by you, the Company (“Company”) in the Designation of Services Form (“DOS Form”) or any other Form, Exhibit, or Schedule, as approved and provided by Bank. The Master Authorization Form, the DOS Form, and any Form, Exhibit, or Schedule are hereby incorporated herein and made a part of this Agreement. As used in this authorization, “Customer”, “you,” “your,” or “Company” means the Company. “We,” “us,” or “Bank” means the Bank. Capitalized terms not otherwise defined in the Agreement are defined in the Service Specific section at the end of the Agreement. The General Terms and Conditions and separate sections for the Services within this Agreement also contain capitalized terms which are defined therein. This Agreement, including all terms and
conditions, will also serve as disclosure for any Services you add in the future. This Agreement will be located on the internet page at www.vantage.bank and may be updated or amended from time to time. By signing the Master Authorization Form, you consent and agree that your Agent(s) may authorize and enroll in any Service and any applicable Form, Exhibit or Schedule electronically, including through the DOS Form.

 

Part I below are the General Terms and Conditions that apply to all the Services. Following the General Terms and Conditions are the Service Sections which contain the terms and conditions applicable to each Service. Some Services may require Company to enter into other Agreements, Exhibits or Schedules and complete additional forms, as needed from time to time, which shall be attached to and made part of this Agreement, and which provide Bank with necessary information to set up the Service. The DOS Form, and in some cases additional forms, must be completed by you before using the applicable Service. You may begin using the Service when we have received the necessary forms. By completing the request for the applicable Services designated on the DOS Form and signing the Master Authorization Form or using a Service, you are agreeing to be bound by the terms and conditions contained in Part I and the Services used by you in Part II, as amended from
time to time, and to follow the procedures of each Service.

 

This Agreement was updated in 2023. If you used a Service before this time, you should be aware that certain defined terms may have changed names. Please review the applicable definitions and the Agreement in its entirety.

 

Thank you for choosing Vantage Bank for your Treasury Management business needs. We appreciate the opportunity to serve you. If you have any questions about our Treasury Management Services or about this Agreement, please contact your treasury management representative at 877-627-9099 or BusinessOnline@Vantage.Bank.

1. General Terms and Conditions
   1.1. Generally. Vantage Bank a/k/a Vantage Bank Texas (the "Bank", “our”, “us”, “we”, or “Financial Institution”) offers various Treasury Management Services (individually, each a "Service", collectively the "Services" to its commercial customers (each a "Customer" “Company”, “you”, “your”). These Services include the following:
   • Account Reconciliation Services
   • Automated Clearing House (ACH) Services
   • ACH Blocks & Filters
   • Bill Payment Services
   • Deposit Retrieval Services
   • Deposit Reporting
   • E-mail Alerts
   • e-Statements
   • Internal Transfer Services
   • Loan Services
   • LockBox Services
   • Mobile Alerts
   • Mobile Deposit Capture
   • Services
   • Online Banking
   • Positive Pay Services
   • QuickBooks®, Quicken®, Microsoft
   • Money® Interface Services
   • Remote Deposit Capture Services
   • Stop Payment Services
   • Tailored Data Solutions
   • Target/Zero Balance Account Services
   • Wire Transfer Services
     
     Many of the Services are available for use through traditional means of financial commerce as well as through the use of Online Banking Services offered by the Bank. The execution of the Master Authorization and Related Entities agreement (the "Agreement") obligates the parties with regard to the general terms and conditions related to use by the Customer of any Service or Services offered by the Bank, regardless of whether such Service is performed traditionally, online or through some combination thereof. Nonetheless, before the Customer begins using any of the Services, the Customer must mail or deliver a duly authorized and executed copy of the Agreement to the Bank for review and approval.
     
     1.2.Enrollment in a Service or Services. Upon execution of the Master Authorization Form, and other forms or schedules as needed and determined by the Bank, the Customer may request Treasury Management Services.
     
     
2. Controlling Provisions of Account Agreement. As more fully described below, to the extent any disclosure statements or other agreements we have concerning services related to your Account conflict with these terms and conditions, the provisions in these terms and conditions will control, except that disclosure statements and agreements with specific terms relating to specific products and services will control those specific products and services. Despite the foregoing, the provisions of these terms and conditions regarding alternative dispute resolution, settlement conference, mediation, arbitration, waiver of jury trial, and waiver of class action shall control over any conflicting language in any disclosure statement or other agreement we have concerning your Account or your relationship with the Bank. This Agreement defines your relationship with the Bank and your responsibilities concerning your Account. This Agreement covers any and all Account(s) you have or ever had with us from time to time and by whatever name or description (the “Account(s)”). By opening your Account, signing the Account opening documentation, conducting any treasury management transactions involving your Account or by maintaining your Account after this Agreement is made available to you, you agree to the terms of this Agreement. This Agreement also includes any new or amended provisions and disclosures we may provide concerning your Account.
3. Accounts, Terms, Alternative Dispute Resolution Provisions; Other Legal Provisions.
   3.1. Generally. The Customer agrees to maintain a minimum of at least one (1) business checking account ("Demand Deposit Account") with
   the Bank with funds sufficient to cover the transactions initiated pursuant to the Agreement, and to cover fees required to pay for Services provided thereunder. 
   
   3.2. Business Purpose. The Customer agrees that only Demand Deposit Accounts, or other deposit accounts, or other asset accounts (individually, a "Deposit Account"; collectively, "Deposit Accounts") established exclusively for business purposes will be used for transactions pursuant to the Agreement, and that in no event will transactions hereunder be conducted using Deposit Accounts of the Customer or its employees, officers, directors, members, or owners that were established primarily for personal, family or household purposes.
   
   3.3. Authorization for Transfers to and from Accounts. The Customer expressly authorizes the Bank to debit the appropriate Deposit Account
   in the amount of any bank transfer initiated by the Customer and pursuant to the Agreement, or initiated by any other user the Customer
   authorizes to access Deposit Account(s). The Customer agrees that the Bank: (i) may treat any bank transfer, whether initiated online or otherwise, from a Deposit Account the same as a duly executed written withdrawal, transfer, or check; (ii) may treat any bank transfer to
   a Deposit Account the same as a deposit by cash or check; and (iii) may treat any bank transfer to a loan account held by the Customer
   the same as a loan payment to the Bank, all in accordance with the terms of the Agreement and the Customer’s agreement with the Bank
   governing the Deposit Account (the "Terms and Conditions of Your Account") or the Customer’s agreement with the Bank governing any
   such loan account, as applicable. 
   
   3.4. Account Limitations. The Customer’s ability to initiate bank transfers between Deposit Accounts may be limited by federal law or by the
   terms of the applicable Terms and Conditions of Your Account. The bank transfers from Deposit Accounts that are savings or money 3 Version 1.1 20230719 market deposit accounts are limited as required by federal regulation in effect at the time a bank transfer is initiated. The Customer
   agrees that the Bank may, without notice or other obligation to the Customer, for security reasons or as otherwise expressly provided in
   this Agreement, or the Terms and Conditions of Your Account, (a) refuse to make any bank transfer, or (b) refuse to accept a Remote Deposit Capture item. 
   
   3.5 Alternative Dispute Resolution (ADR) Provisions. By using treasury management products and services, you agree to comply with the below ADR provisions, Waiver of Jury Trial, Class Action Waiver, Attorneys’ Fees and Agreed Statute of Limitations provisions, including
   the following:
   
   3.5.1. Alternative Dispute Resolution (ADR) Provisions, Settlement Conference. While the Bank would prefer to resolve all possible disputes between us through its regular customer service channels, there may come a time where you have a dispute with the Bank. You agree to try to resolve any possible dispute you have with Bank in Hidalgo County prior to initiating arbitration or prior to filing any litigation by agreeing to attend an in-person settlement conference, and if that does not resolve the dispute, to non-binding mediation. Such a settlement conference generally contemplates an in-person meeting where both sides try to meet to resolve the applicable issues and exchange documents and information in an effort to try to resolve the dispute. The Bank wants to learn the reasons and underlying facts regarding the dispute prior to incurring fees and costs in an arbitration or litigation proceeding. If you do not go to an in-person meeting, you agree you will not seek to recover future attorneys’ fees and costs from the Bank. Such a meeting contemplates that both parties will act in good faith and negotiations shall remain confidential and all costs and expenses associated with the settlement conference shall be paid by the party incurring such costs or expense. 
   
   3.5.2. Mediation. If the parties are unable to reach a resolution at a settlement conference, before you file a claim in an arbitration process or before you file a lawsuit, you also agree to make a second effort to try to resolve the dispute by attending a non-binding mediation in Hidalgo County. Either you or the Bank may request a mediation upon written
   notice to the other party, and the parties agree to work together to schedule a mediation with a neutral mediator within forty-five (45) days of such a request being given. The Bank hereby generally agrees that you may select a mediator of your choice, but the mediator must be qualified to serve as a mediator and not be biased. The mediation shall occur in the federal judicial district where we maintain your Account. Both sides will each equally pay one-half (1/2) of the mediation costs to the mediator. Each side will pay for their own attorney’s fees, costs, and expenses. If you do not attend this mediation, you agree you will have waived any claim to seek recovery of attorneys’ fees and costs from the Bank. 
   
   3.5.3. Binding Arbitration. If a settlement conference or mediation is unsuccessful, you agree that any dispute, claim, or controversy of any kind between you and the Bank (whether it arises out of or relates to this Agreement, or to your Account, or any transactions involving your Account, or any service or product related to your Account or the business dealings between us and you) either you or the Bank can choose to have that dispute resolved by binding arbitration in Hidalgo County. If not in Hidalgo County, it will occur in Tarrant County. This arbitration provision limits your ability to litigate claims in court and waives your right to a jury trial. You should review this section carefully. You will not have the right to participate in a class action lawsuit, either as a class representative or member of any class of claimants for any claim you may believe you have against the Bank. Arbitration is a proceeding in which disputes are decided by one or more neutral arbitrators who issue a binding ruling in the form of an award. That award can then become a judgment entered by a court of competent jurisdiction. You and we understand that discovery and other procedures in arbitration may be more limited than discovery in court proceedings and that the ability to modify, vacate, or appeal an award by an arbitrator(s) is strictly limited.
   
   You and we agree, upon written demand made by you or us, to submit to binding arbitration all disputes, controversies, and claims, whether based on contract, fraud, tort, intentional tort, statute, regulation, constitution, common law, equity, or any other legal basis or theory, and whether pre-existing, present, or future, that arise out of or relate to:
   (a) this Agreement, your Account, any transaction involving your Account, any service or product related to your Account, or any advertisements, promotions, representations or oral or written statements related to this Agreement or your Account; (b) the relationships that result from this Agreement (including, to the fullest extent permitted by applicable law, relationships with third parties who are not parties to this Agreement or this arbitration provision);
   (c) your relationship with us that relates to this Agreement or any other agreement or relationship or dealings that you have with us that is not also subject to a different agreement to arbitrate; (d) the dealings between the parties; or (e) the validity, interpretation, scope or enforceability of this Agreement or the interpretation or scope of the Arbitration Clause (collectively, a “Claim”). All parties retain the right to seek relief in a small claims court for disputes or claims within the jurisdictional limits of the small claims court. At the option of the first to commence arbitration, you or we may choose to have the arbitration conducted by JAMS ADR (JAMS) or the American Arbitration Association (AAA), or you and we may agree upon a different arbitrator. In any event any arbitration under this Agreement shall 4 Version 1.1 20230719 be conducted in writing in accordance with the AAA Rules (Rules). You agree that this arbitration provision is made pursuant to a transaction involving interstate commerce, and the Federal Arbitration Act (the FAA) shall apply to the construction, interpretation, and enforceability of this Agreement notwithstanding any other choice of law provision contained in this Agreement.
   
   Either you or we may initiate arbitration by giving written notice of the intention to arbitrate to the other party and by filing notice with JAMS or the AAA in accordance with the Rules in effect at the time the notice is filed. The notice shall set forth the subject of the dispute and the relief requested at a minimum. The demand for arbitration may be made before or after commencement of any litigation. You should contact the AAA at 800-778-7879 or www.adr.org or JAMS at 800-352-5267 or www.jamsadr.com for more information about arbitration. If for any reason the AAA or JAMS is unable or unwilling to serve as arbitration administrator, or you and we are unable to agree on an arbitrator, we will substitute another national or regional arbitration organization. Demand for arbitration under this Agreement must be made before the date when any judicial action upon the same Claim would be barred under any applicable statute of limitations; otherwise, the Claim also is barred in arbitration. Any dispute as to whether any statute of limitations, estoppel, waiver, laches, or similar other doctrine bars the arbitration of any Claim shall be decided by arbitration in accordance with the provisions of this Agreement.
   
   You cannot join together in a dispute with anyone other than persons who use your Account, although this limitation does not affect the ability of a purely governmental entity to institute any enforcement action. Even if other people have disputes similar to a dispute that you and we have, those people and their disputes cannot be part of any arbitration between you and us. A Claim by, or on behalf of, other persons will not be considered in, joined with, or consolidated with, the arbitration proceedings between you and us, and a Claim may not be arbitrated on a class action, private attorney general, shareholder derivative suit, or other representative basis. Notwithstanding anything to the contrary in this Agreement, any dispute regarding the prohibitions in this paragraph or about the enforceability of the arbitration clause shall be resolved by a court and not by the arbitrator(s). Where the aggregate of all Claims by both you and us does not exceed $250,000, any expedited procedures provided in the Rules (“Expedited Procedures”) shall apply and a single arbitrator shall decide the Claims. Where the aggregate of all Claims by both you and us exceeds $250,000, a panel of three (3) arbitrators shall decide all Claims. Each arbitrator, whether or not acting under Expedited Procedures, shall be an active member in good standing of the bar for any state in the continental United States and shall be either: (a) actively engaged in the practice of law for at least 5 years; or (b) a retired judge. You and we agree that the arbitrator(s): (a) shall limit discovery to non-privileged matters directly relevant to the arbitrated Claim; (b) shall grant only relief that is based upon and consistent with substantial evidence and applicable substantive law; (c) shall have authority to grant relief only with respect to Claims asserted by or against you individually; and (d) shall provide a brief written explanation of the basis for the award upon the request of either party, and shall make specific findings of fact and conclusions of law to support any arbitration award that exceeds $25,000.
   
   Upon written request by you, for claims up to $50,000, we will pay to the AAA or JAMS the portion of the arbitration filing fee that exceeds the cost of filing a lawsuit in the federal court where you live. Upon written request by you, we may elect, at our sole discretion, to pay or advance some or all of any remaining arbitration fees and other costs. The arbitrator will decide whether we or you ultimately will be responsible for paying any filing, administrative or other fees in connection with the arbitration. If you are the prevailing party in the arbitration, the arbitrator(s) may order us to pay your reasonable and necessary attorney, expert or witness fees (provided you did not waive this right and provided you attended the initial settlement conference and mediation). Any arbitration proceedings shall be conducted in the federal judicial district where we maintain your  Account. If the Bank prevails, the arbitrator will order you to pay the Bank’s reasonable and necessary attorney, expert or witness fees. Judgment upon any award rendered in arbitration may be entered in any court having jurisdiction. 
   
   3.5.4. Waiver of Jury Trial; Venue. THIS PROVISION LIMITS YOUR RIGHTS TO A JURY TRIAL. YOU SHOULD REVIEW THIS SECTION CAREFULLY. IF: (A) NEITHER YOU NOR WE SEEK TO COMPEL ARBITRATION OF ANY DISPUTE WE HAVE RELATED THIS AGREEMENT, YOUR ACCOUNT, OR ANY TRANSACTIONS INVOLVING YOUR ACCOUNT; OR (B) SOME OR ALL OR THE ARBITRATION CLAUSE IS UNENFORCEABLE AND WE ARE IN A DISPUTE IN A COURT OF LAW, THEN EACH OF US AGREES TO WAIVE ANY RIGHT WE MAY HAVE TO A JURY TRIAL TO THE EXTENT ALLOWABLE UNDER THE LAWS
   OF THE STATE THAT GOVERN THIS AGREEMENT. IN OTHER WORDS, YOU HEREBY AGREE NOT TO ELECT A TRIAL BY JURY OF ANY ISSUE TRIABLE OF RIGHT BY JURY, AND WAIVE ANY RIGHT TO TRIAL BY JURY FULLY TO THE EXTENT THAT ANY SUCH RIGHT SHALL NOW OR HEREAFTER EXIST WITH REGARD TO THIS ACCOUNT OR ANY CLAIM, COUNTERCLAIM OR OTHER ACTION ARISING IN CONNECTION THEREWITH. THIS WAIVER OF RIGHT TO TRIAL BY JURY IS GIVEN KNOWINGLY AND VOLUNTARILY BY YOU, AND IS INTENDED TO ENCOMPASS INDIVIDUALLY EACH INSTANCE AND EACH ISSUE AS TO WHICH THE RIGHT TO A TRIAL BY JURY WOULD OTHERWISE ACCRUE. THE BANK IS HEREBY AUTHORIZED 5 Version 1.1 20230719 TO FILE A COPY OF THIS PARAGRAPH IN ANY PROCEEDING AS CONCLUSIVE EVIDENCE OF THIS WAIVER BY YOU. IF LITIGATION COMMENCES, YOU MUST FILE A LAWSUIT IN HIDALGO COUNTY, TEXAS. 
   
   3.5.5. Class Action Waiver. TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOU HEREBY AGREE THAT ANY CLAIM, LITIGATION OR ARBITRATION ARISING OUT OF ISSUES RELATING TO YOUR ACCOUNT OR ANY OTHER DISPUTE OR CONTROVERSY BETWEEN YOU AND US REGARDING YOUR ACCOUNT WILL NOT PROCEED AS PART OF A CLASS ACTION AND YOU AND THE BANK HEREBY KNOWINGLY, VOLUNTARILY, INTENTIONALLY AND IRREVOCABLY WAIVE ANY RIGHT TO PROCEED IN ANY CLASS ACTION OR SERVE AS A CLASS REPRESENTATIVE. 
   
   3.5.6. Attorneys’ Fees and Other Legal Fees. In any action between you and us regardless of whether it is proceeding in court or in arbitration, the prevailing party shall recover their reasonable attorneys’ fees, costs and expenses (provided you did not waive this right and provided you attended the initial settlement conference and mediation).
   
   3.5.7. Agreed Statute of Limitation. Except as otherwise prohibited under applicable law, you agree to bring a Claim against the Bank regarding your Account within the lesser of two (2) years of when a potential cause of action accrues or the minimal amount as allowed in your state if your state limits shortening a statute of limitations in a contract. This provision is intended to contractually limit a possible longer statute of limitation that may apply on a claim you may have against the Bank. 
4. The Agreement.
   
   4.1. Generally. As explained above, the terms and conditions of the Agreement, including these Treasury Management Services, Terms and Conditions, and all attachments, authorizations, schedules and exhibits, together with all amendments or modifications thereto, are cumulative with and in addition to the Terms and Conditions of Your Account (the “Deposit Agreement” or “Deposit Account Agreement”) and related Deposit Account Master Signature Cards and authorizations, funds transfer agreements, loan account agreements, the applicable deposit and loan account disclosures, the Bank’s service schedule, the Bank’s Funds Availability Policy, any credit account agreements relating to any credit accounts the Customer may have with the Bank (together, the “Bank Agreements, Schedules and Disclosures”), the rules and regulations of any federal or state agency that supervises the Bank’s activities or insures accounts at the Bank, and any applicable clearinghouse operating rules and guidelines, including, but not limited to those of the National Automated Clearing House Association (“NACHA”), and any other applicable local clearing house association, and any applicable operating rules, and guidelines of the Society for Worldwide Interbank Financial Telecommunications (“SWIFT”), all as may be amended from time to time.
   
   4.2. Inconsistencies. To the extent expressly provided for otherwise herein, should any inconsistency exist or arise between the terms of the Agreement, as relates to any Service or Services, and the terms of any other Bank Agreements, Schedules and Disclosures, the terms of the Agreement shall control, but only to the extent of the inconsistency. Furthermore, to the extent expressly provided for otherwise herein, should any inconsistency exist or arise between the General Provisions of the Agreement and the applicable Service specific provisions, the terms of the Service specific provisions shall control, but only to the extent of the inconsistency. 
   
   4.3. Amendment. The Bank may amend the Agreement from time to time. If no federal or state law specifically governs an amendment, then at least ten (10) calendar days prior to the effective date of the amendment, the Bank will deliver notice to the Customer of the amendment as provided for in the below Section of this Agreement. Notwithstanding the foregoing and to the extent permitted by applicable law, the Bank may amend any term of the Agreement without prior notice or obligation to the Customer: (i) if a service provider changes any term without providing the Bank sufficient prior notice to enable the Bank to timely notify the Customer; (ii) for security reasons; (iii) to comply with applicable law; or (iv) as otherwise expressly provided in the Agreement. Use by the Customer any of the Service(s) following the effective date of any amendment(s) shall constitute the Customer’s acceptance of and agreement to the amendment(s). If the Customer does not agree to the changes as set forth in an amendment, the Customer may choose to terminate the Service(s) affected by the amendment prior to the effective date of the amendment by discontinuing further use of the Service and following the procedures set forth in the below Termination Section of this Agreement. Unless otherwise provided for herein, the Agreement may not be amended or modified unless agreed to in writing by the Bank.
   
   4.4. Electronic. Execution; Electronic Disclosures. Customer understands that Customer and Primary Administrator must read this Agreement
   carefully and keep a copy for the Customer’s records. Customer is agreeing that Bank may, but is not obligated to, use electronic
   signatures and obtain electronic signatures from Customer. Customer also agrees to seek to obtain and/or receive all agreements and
   documents related to Customer’s Account, including agreements and documents relating to Treasury Management Services,
   electronically, including, but not limited to, any disclosures required by law or regulation. Such documents may be made available on the
   Bank’s website www.vantage.bank or in bank branches. 
5. Notices and Instructions.
   
   5.1. Generally. Unless otherwise stated in the Agreement, all notices required pursuant to the Agreement and the Services shall be in writing. The Bank shall be entitled to rely on any written notice or other written, electronic or telephone communication believed by it in good faith to be genuine and to have been initiated by an authorized representative of the Customer to the Bank. Any such communication will be deemed to have been authorized by the Customer. The parties agree that the Bank’s records of telephonic or electronic instructions shall be conclusive evidence of the actual notice or instructions given by the Customer and recorded by the Bank. Company shall provide written notice to Bank of any changes to the information previously provided by Company to Bank, including, but not limited 6 Version 1.1 20230719 to, any additional locations, any change in business, any new business, the identity of principals or owners, the form of business organization, type of goods and services provided and method of conducting sales. Such notice must be received by Bank within five (5) Business Days of the change. Company shall provide any additional information requested by Bank within five (5) days of such request.
   
   5.2. Data Recording. The Customer consents to the Bank’s recording and monitoring of any telephone conversations, online and mobile usage, and online and mobile transmissions or communications including, but not limited to, requests or instructions, emails, chat sessions, text messaging and social media communication or any other types of oral, video, electronic or other communications. The Customer agrees that the Bank, at its sole discretion, may opt not to make the Customer aware that communications are being recorded. The Bank, however, has no duty to record or monitor such telephone conversations or online transmissions and communications, and the election to record and/or monitor is within the Bank’s sole discretion. Please also see the Bank’s Deposit Agreement and Terms and Conditions for additional provisions. 
   
   5.3. Delivery of Notices, Disclosures, Amendments, Statement, Tax Documents, or Other Communications by the Bank. The Customer acknowledges and agrees that, to the extent permitted by applicable law, the Bank may deliver all notices, disclosures, amendments, Account statements, tax documents, or other communications required hereunder to the Customer by e-mail at the Customer’s e-mail address as provided to the Bank, or Bank may deliver such documentation electronically through the Bank’s Online Banking Service. To the extent permitted by applicable law, the Customer agrees that each such communication will be binding and enforceable to the same extent as if it were delivered to the Customer in writing by regular mail, branch posting, or in person. For the avoidance of doubt, customer hereby consents to enrollment in the Bank’s electronic statement delivery service. 
   
   5.4. Electronic Mail Communication. The Customer may send e-mail to the Bank and receive e-mail from the Bank. Communications sent to the Bank over the Internet are considered unsecured unless the information is encrypted with the equivalent of 2048-bit encryption technology or greater, or transmitted via a secure session using a commercial reasonable security technology that provides a level of security that is equivalent to RSA 2048-bit encryption technology or greater.
   
   The Customer agrees that unsecured e-mail will not be used by Customer to deliver sensitive personal or private information that includes, but is not limited to bank routing numbers, account numbers, Social Security numbers, debit card numbers, personal identification numbers ("PINs"), home addresses, passwords, ACH entries, or to provide required notices to the Bank pursuant to any agreement the Customer has with the Bank, unless such agreement expressly provides for e-mail notification.
   
   THE CUSTOMER ACKNOWLEDGES AND AGREES THAT ANY REQUEST(S) SENT TO THE BANK THROUGH AN UNSECURED ELECTRONIC NETWORK ARE IN VIOLATION OF BANK AND NACHA POLICY AND PROCEDURES. THE CUSTOMER UNDERSTANDS AND AGREES THAT THE BANK IS NOT LIABLE FOR ANY LOSS OR DAMAGE INCURRED BY THE CUSTOMER WHEN AN UNAUTHORIZED PERSON GAINS ACCESS TO ANY SUCH E MAIL. THE CUSTOMER AGREES TO INDEMNIFY AND HOLD THE BANK HARMLESS IF THE BANK ACTS WITH ORDINARY CARE IN GOOD FAITH BY RESPONDING TO ANY E-MAIL PURPORTED TO BE SENT BY THE CUSTOMER. THE BANK’S IMPLEMENTATION OF ITS NORMAL PROCEDURES REGARDING RECEIPT AND MAINTENANCE OF CONFIDENTIAL INFORMATION CONSTITUTES ITS EXERCISE OF DUE CARE.
   
   E-mail transmitted by the Customer to the Bank may not be delivered to the Bank immediately. If the Customer needs to contact the Bank immediately to stop a payment, to report an unauthorized use of the Customer’s User ID, to report unauthorized access to an account, or for any other reason, the Customer shall contact the Bank by telephone at the telephone number provided herein, or in person. The Bank will not be responsible for acting on or responding to any e-mail request made until the Bank actually receives the Customer’s e-mail message and the Bank has a reasonable opportunity to act. The Customer should check its e-mail regularly as the Bank may attempt to notify the Customer by e-mail in the event of any technical difficulties or other occurrence that may affect the Bank’s online Services.
   
   5.5. Address for Notification. All notices to be delivered by the Customer to the Bank pursuant to the Agreement can be made to the physical
   address, postal address, e-mail address, or telephone number indicated below, as applicable pursuant to the terms of the Agreement and
   the requirements of the notice:
   
   
   Bank's physical notification address:
   Vantage Bank Texas, Customer Service
   45 NE Loop 410, Suite 190
   San Antonio, Texas 78216
   Attn: Treasury Management Department
   
   
   Bank's telephone number and e-mail address for treasury management services:
   877)-627-9099 (phone)
   BusinessOnline@Vantage.Bank
   
   
   All notices to be delivered by the Bank to the Customer pursuant to the Agreement can be made to the postal address, e-mail address, or telephone number indicated in the Agreement, in a signature card or in the Master Authentication Form, such notification information as may be amended in writing by the Customer from time to time. Customer agrees that Bank’s notice to any Authorized Person, Primary Administrator, User or other agent or representative of Company is notice to the Company. Company further agrees that Bank may send notifications regarding changes in the terms of this Agreement and any other notifications regarding any applicable Service to Company in electronic form, either by posting such information, disclosures and notices on the VBO website, or by transmitting them to any e-mail 7 Version 1.1 20230719 address Company or the Primary Administrator has provided in connection with the use of any Service. Company shall be deemed to have received electronic notices one (1) day after Bank posts them on its VBO website or transmits them to the e-mail address provided by Company or the Primary Administrator.
   
   5.6. Delivery of Documents. The Customer agrees to deliver, in a form and content satisfactory to the Bank, such additional executed documents, or as the case may be, certified documents required by the Bank from time to time to obtain and to continue to receive the specific Service(s) requested by the Customer, including Deposit Account signature cards, declarations, authorizations, resolutions, implementation documents and updated financial statements. In addition, Customer shall execute Bank’s "Treasury Management Services Guaranty" immediately upon Bank’s request in the event that Bank, in its sole discretion, requires Customer to execute such guaranty to either: (i) receive initial Bank approval for Bank’s provision of specific Service(s) to Customer; or (ii) continue receiving specific Service(s) from Bank if there is an occurrence of a material change in Customer’s credit and/or risk analysis criteria and Bank determines, in its sole and absolute discretion, that such guaranty is necessary to satisfy Bank’s credit and risk management criteria. If Bank requires Customer to execute a "Treasury Management Services Guaranty" and Customer refuses, Bank may, in its sole and absolute discretion, either refuse to enter into this Agreement and refuse to provide specific Service(s) to Customer or discontinue providing specific Service(s) and/or immediately terminate any existing Agreement with Customer in accordance with the below applicable Section of this Agreement. 
   
   5.7. Provision of Information. Prior to initiating a new Service, the Customer agrees to provide all information which the Bank may request including specifications, test results, check samples, transmissions and documents. In the event that the Bank determines, in its sole discretion, that any specification, test result, sampling, transmission or document does not meet its requirements, the Bank may advise the Customer that the Customer will not be eligible to obtain the Service(s) until requested information that is satisfactory to the Bank is provided by the Customer. Additionally, Customer will notify Bank if there has been any change to Customer’s financial condition as provided to the Bank in connection with enrolling in the Services, including, as applicable, the projections provided to the Bank of normal and expected transactions of Customer in connection with the Service, the types of products to be sold, the types of customers to be served, the volume of sales or other business activity, the geographic scope of the Service, or any other deviation from Customer’s business as currently conducted. Customer shall provide to the Bank updated financial information, as well sales records, at times and intervals as further directed by the Bank. Additionally, if requested by the Bank, Customer shall provide to the Bank its federal and state tax returns promptly after they are filed.
   
   To the best of Customer’s knowledge, there is no fact that has not been disclosed to Bank which would cause Bank, or might cause Bank, not to provide the Services under this Agreement to Customer.
   
   Customer agrees to promptly notify Bank if, at any time, any of the representations and warranties contained in this Agreement become no longer true and accurate. 
   
   5.8. Authorizations. The "Authorized Signers” on behalf of the Customer may authorize other individual(s) named to be a Primary Administrator. "Authorized Signers" have the authority to: sign the Agreement and any addenda thereof; to accept on behalf of the Customer the terms and conditions governing the use of Services, including acceptance of Security Procedures (as defined below). The Primary Administrator has the authority to enroll in, modify features of or terminate Services; to appoint and remove individual Authorized Users (as defined below) who perform transactions related to a Service or Services; and to perform transactions related to any Service hereunder.
   
   THE CUSTOMER AGREES THAT IN THE EVENT THE CUSTOMER DESIRES TO NAME ADDITIONAL TREASURY SYSTEM ADMINISTRATORS OR AUTHORIZED USERS, OR REMOVE THE AUTHORITY OF EXISTING TREASURY SYSTEM ADMINISTRATORS OR AUTHORIZED USERS, THE CUSTOMER MUST PROVIDE THE BANK WITH AN UPDATED SCHEDULE ADVISING THE BANK OF THE CHANGE IN AUTHORITY SIGNED BY AN AUTHORIZED SIGNER. IN ADDITION, AND ONLY TO THE EXTENT PERMITTED BY THE BANK, THE AUTHORITY OF ANY AUTHORIZED USER MAY BE CHANGED BY AN AUTHORIZED SIGNER OR A TREASURY SYSTEM ADMINISTRATOR WITHIN THE BANK’S ONLINE TREASURY MANAGEMENT SYSTEM. THE CUSTOMER AGREES THAT THE BANK WILL RELY ON THE MOST CURRENT AUTHORIZATIONS SUPPLIED BY THE CUSTOMER AND, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE BANK SHALL HAVE NO LIABILITY FOR UNAUTHORIZED ACTIONS TAKEN OR TRANSACTIONS PERFORMED BY THOSE INDIVIDUALS NAMED AS AUTHORIZED PARTIES ON THE CURRENT SCHEDULES OR, AS APPLICABLE, WITHIN THE BANK’S ONLINE TREASURY MANAGEMENT SYSTEM.
   
   The Customer understands and agrees that any employees or applicants for employment with Customer who are or may become Authorized Parties or may otherwise have any responsibility for handling Customer’s financial affairs (including processing, writing or receiving checks or electronic transfers, handling account statements or other financial information, conducting Remote Deposit Capture transactions such as scanning or storing Original Checks, or creating, transmitting or storing Substitute Check images, or acting otherwise in a responsible manner regarding Customer’s financial affairs) has been asked specifically whether they have ever been convicted of a felony, that a thorough background check of such employee or applicant has been conducted, that a system of reasonable financial controls is in place and that the Customer has instituted a program that encourages Customer’s employees to report fraudulent or dishonest activities to Customer’s management.
   
   Providing any Security Procedures to another person effectively constitutes a grant of authority to access your account.
   
   5.9. Privacy. Customer authorizes Bank to share information about Customer and Customer’s Services with affiliates and third parties unless the law or Bank’s Privacy Notice prohibits Bank from doing so. Please see Bank’s Privacy Notice for your choices about information sharing.
   
   5.10. Authorization to Issue Password. At the direction of your Authorized Administrator (also known as the Company Administrator), or at the direction of any person named as your Authorized Administrator in the future, is authorized to issue one or more passwords for use with the Bank’s Internet banking network, as set forth in this Agreements. Company’s designated Authorized Administrator shall have the sole authority and discretion to determine which individual (each, a “User”) will be authorized to use the Bank’s Internet banking network on Company’s behalf, and shall also have the authority to set limits to the authority of each User. A User will not be able to make any modification with respect to his or her own limits. The Authorized Administrator shall have no limitation on its ability to utilize the Bank’s Internet banking network, but the Authorized Administrator must set limits on each User’s authority to utilize the Bank’s Internet banking network, including, without limitation, each User’s access to Company’s information and each User’s ability to conduct transactions on behalf of Company. 
   
   5.11. Designation of Authorized Accounts. If you have designated a company as your company representative on the Master Authorization Form and such entity has the authority to act on your behalf, you are a Related Company and such entity is deemed the Primary Company. Notwithstanding any provision of this Agreement to the contrary, by authorizing the Primary Company as the Authorized Representative of Related Company, Related Company will not have access to the Services provided under this Agreement unless Related Company is designated as a User by Primary Administrator. The Primary Company shall designate the Primary Administrator and the Primary Administrator appointed by Primary Company shall perform all functions and responsibilities of the Primary Administrator under the terms of this Agreement. The Master Authorization Form contains the authority granted by Related Company
   to the Primary Company and other representations and warranties made by Related Company. The Master Authorization Form shall control over any inconsistencies or conflicts between the terms of the Master Authorization Form and this Agreement. As a Related Company, you agree Bank may share information with affiliates, including but not limited to the Primary Company, about your Authorized Accounts or Services for regulatory compliance, credit decision-making, marketing company products and services, administrative and other banking purposes. As a Related Company, you agree that Primary Company, through its designated Primary Administrator, may authorize and enroll you in any Service and any applicable Form, Exhibit or Schedule. Primary Company, Related Company, and you agree to be jointly and severally liable for such obligations under this Agreement. You hereby represent and warrant to Bank that any and all transfers and commingling of funds required or permitted by any Service or requested by Primary Company, and all other aspects of the performance hereby by Bank, Primary Company, and Related Company, have been duly authorized by all necessary parties, including, without limitation, the account holder of each account, and that you have obtained and shall maintain in your regular business records and make available to Bank upon reasonable demand, for a period of seven years after termination of the Service, adequate documentary evidence of such authorization from the account holder of each account, executed by the duly authorized officer(s) of each account holder, and further represents and warrants that each transfer or commingling of funds authorized hereunder is not in violation of any agreement, by-law or board resolution of your Company or any of its affiliates or subsidiaries, nor is it in violation of any applicable federal, state, local law, regulation, of any decree, judgment, order of any judicial or administrative authority. Each representation and warranty contained in this Agreement shall be continuing and shall be deemed to be repeated upon Bank’s performing each transfer and commingling of funds authorized hereunder.
6. Security Procedures; Customer’s Data Security Obligations; Limitation on Liability; Responsibility for Loss.
   
   6.1. Security Procedures under the Agreement. The Bank and the Customer will agree in writing to one or more security procedures ("Security Procedures") that must be used by the Bank and the Customer in connection with the Service(s). Security Procedures offered by the Bank are described herein and in documentation related to the applicable Service. As part of the Security Procedures, Bank may employ various authentication technologies. As part of the Bank’s "Online Banking Services" for commercial Customers, Bank employs various security and authentication technologies to ensure that Customer, any Authorized Signer, any Authorized Parties (including Authorized Users) are communicating directly with Bank, and also to ensure that the Customer’s computer is communicating with a legitimate Bank computer.
   Such Bank authentication procedures and technologies include, but are not limited to, use of Customer Online Banking Services User IDs, passwords and other "Additional Authentication Information" ("AAI") that Bank may require Customers to provide at Bank’s sole discretion (e.g., security tokens or Mobile Device authentication methods). Such AAI is required as a component of various Online Banking Services authentication procedures that Bank may employ, including, but not limited to, security questions and responses and/or use of other hardware-based and software-based security and authentication tools, programs and procedures. The Customer is responsible for the establishment and maintenance of its internal procedures reasonably adapted to insure the confidentiality and security of Security Procedures. CUSTOMER UNDERSTANDS AND AGREES THAT CUSTOMER WILL BE RESPONSIBLE FOR MAINTAINING SECURITY AND CONTROL OVER ALL USER IDS, PASSWORDS AND ADDITIONAL AUTHENTICATION INFORMATION (SUCH AS SECURITY TOKENS OR MOBILE DEVICE AUTHENTICATION METHODS) OF THE CUSTOMER’S AUTHORIZED PARTIES, AND SHALL USE SECURITY FOR SUCH ITEMSCOMPARABLE TO THE SECURITY AND CONTROL CUSTOMER WOULD USE FOR CASH, OR A MECHANICAL CHECK-SIGNING MACHINE, BUT IN NO EVENT LESS THAN REASONABLE SECURITY AND CONTROL IN THE CIRCUMSTANCES. If the Customer or its employees or agents have reason to believe that any Security Procedure has or may have become known by unauthorized persons (whether or not employed by the Customer), the Customer shall immediately notify the Bank by telephone and confirm such oral notification in writing to the Bank within twenty-four (24) hours of the oral notification. The Bank will replace the Security Procedures in accordance with the Bank’s standard security requirements related to the applicable Service(s). To the maximum extent permitted by applicable law, the Customer will be solely liable for all transactions, including funds transfer instructions and other communications, initiated before the Bank has received such notification and has had a reasonable opportunity to act on such notification. The Bank reserves the right to change any or all of the Security Procedures offered and/or used at any time by giving oral or written notice to the Customer. The Customer agrees that its use of the related Service or Services after the Bank provides notice of such changes constitutes Customer’s acceptance of the new Security Procedures. The Customer acknowledges that the purpose of Security Procedures is to authenticate the identity of the 9 Version 1.1 20230719 person initiating the action, not to detect errors in any transmission or content. The Bank is not agreeing to any security or other procedure for the detection of errors. The Customer represents that for the Service or Services it requests, it considers the Security Procedures to be commercially reasonable with respect to the size, type, and frequency of funds transfers it anticipates issuing and the information which will be transmitted.
   
   6.2. Customer's Data Security Obligations. With regard to obtaining any Services under this Agreement, Customer must comply with the
   Computer (as defined herein) hardware, software, and Security Procedures requirements as set forth in these General Provisions and/or
   as set forth in any Service specific provisions or any supplemental information and/or instructions provided by the Bank. The Bank
   reserves the right as encryption and authentication technology develops to impose further reasonable requirements to maintain the
   appropriate level of security for the Services and transactions contemplated hereunder and the Customer agrees to abide by such
   requirements. Furthermore, the Customer understands and acknowledges that if Customer does not follow commercially reasonable
   hardware, software, physical access and physical storage security procedures regarding any Customer-owned Data (defined herein),
   including such data containing the sensitive personally identifiable information ("PII") of any individual, the security of Customer’s
   transactions and/or Customer-owned Data (including sensitive PII) may be compromised. Customer understands, acknowledges and
   agrees that installation, maintenance and operation of Customer’s Computer (hardware and software) and related security procedures,
   including, but not limited to, data security protection, firewalls and anti-virus software and protection, is the Customer’s sole responsibility
   and not the Bank’s responsibility, and that Customer is solely responsible for securing, encrypting, protecting and otherwise safeguarding
   the Customer-owned Data. Customer understands and acknowledges that they must use two-factor authentication on any emails
   addresses registered to the Customer, any Authorized Users, and any other Authorized Party of the Bank’s Online Banking Service with
   respect to Customer’s Deposit Account(s). Customer understands and acknowledges that the Bank is not responsible for any loss or
   damages directly or indirectly resulting from an intrusion or takeover of Customer’s email accounts and mobile phone, or the email
   accounts and mobile phone of Customer’s Authorized Users. 
   
   6.3. Limitation on Liability. Customer understands, acknowledges and agrees that the Bank is not responsible for any loss or damages resulting from any errors or failures of the Customer’s internal controls or of Customer’s computer or data processing systems, including, but not limited to any computer virus or malware attack (such as a keystroke logging program or similar malware), any attack by a person attempting or actually gaining unauthorized access to Customer-owned Data, any attack by a person attempting or actually gaining unauthorized access to a Customer-owned computer system, any attack by a person attempting or actually gaining unauthorized access to a Customer-controlled online hosted system or other IT system, any attack or takeover of the Customer’s email system or mobile phone, any Internet-related problems that may be associated with the Customer’s access and use of the Services, or any other fraudulent activity on Customer’s accounts due to failure of Customer to follow reasonable security procedures or to implement reasonable internal controls.
   
   6.4. Serious Potential Threat to Customer's Business; Notification to Bank. Customer acknowledges and agrees that the threat of fraud resulting from theft of electronic data is a serious potential threat to Customer’s business and, accordingly, Customer will take all reasonable steps to make certain that its Computers and data security systems are protected from unauthorized access or use, and in an event of any unauthorized access or use, Customer will take all reasonable steps to immediately inform Bank of the security breach. 
   
   6.5. Responsibility for Loss. If, despite Customer efforts, Customer suffers any damage or loss as a result of Customer’s failure to comply with its data security obligations or its other obligations to implement and maintain reasonable internal controls against fraudulent activity, and regardless of whether such damage or loss results from the activities of Customer’s employees, agents, subcontractors or any unaffiliated third party, any such loss or damage shall be the sole responsibility of Customer. In the event of any reported or suspected fraudulent activity involving Customer’s Deposit Accounts, in addition to Customer’s other obligations hereunder, Customer agrees to cooperate with the Bank in connection with any recovery attempts, including by filing appropriate reports with applicable law enforcement agencies. Customer will also bear the sole responsibility and all costs of conducting any forensic or similar audit that may be deemed necessary by the Bank to determine the scope or extent of any such fraudulent activity. 
   
   6.6. Addition Security Issues. 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 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 or User Name), you agree to change Security Devices frequently in order to ensure the security of the Security Device. You agree to notify us immediately, according to notification procedures prescribed by us, 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 indemnify, defend all claims, and hold Financial Institution harmless from any loss, damages, or expenses, including but not limited to attorney’s fees, caused by you, your employees’, or agents’ failure to keep the Security procedures or Security Device confidential and secure.
   
   You agree to notify us immediately, according to notification procedures prescribed by us, 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.
7. Business Days; Posting; Funds Availability.
   
   7.1. Business Days. Any day on which a majority of the Bank’s offices are open to the public for conducting substantially all business functions shall be a "Business Day"; provided, however, that Saturdays, Sundays and federal holidays are not Business Days even if a majority of the Bank’s offices are open.
   
   7.2. Funds Availability. Unless otherwise provided for herein, any funds transferred pursuant to a transaction hereunder will be available for withdrawal or advance as provided for in the Bank’s then current funds availability procedures contained or incorporated into the Terms and Conditions of Your Account, as amended from time to time, and in accordance with applicable law.
   
   7.3. Cutoff Time. We will treat and record all transactions received after our "daily cutoff time" on a business day we are open, or received on a day we are not open for business, as if initiated on the next business day that we are open.
   
   7.4. Other Provisions Pertaining to Deposited Items. Be careful in accepting certain items from unknown persons. If you deposit items that are later returned, you could be responsible for the amounts of the items (even if the funds are purportedly “collected” or “available” and even if you have already spent or transferred the funds). If you get a check or purported cashier’s check from an unknown person, be even more cautious if you are agreeing to deposit and then send or transfer funds. All deposits, collections and transactions between you and the Bank will be governed by the applicable provisions of the UCC, except where modified by this Agreement, Federal Reserve Board requirements, the bylaws and rules of any clearinghouse association to which the Bank (or its correspondent bank handling the item) belongs, and the Bank’s funds availability policy. When you make a deposit, please check the deposit slip or other documentation to confirm the amount you think is being deposited. For example, do not leave a Bank branch if you think a possible discrepancy exists. Whenever we accept various deposits and even when we issue receipts, sometimes such deposits and receipts may not match the actual amount deposited. All such deposits and receipts are subject to subsequent verification and correction, if necessary. Even if you have a receipt, if a subsequent question arises about a deposit you made, the Bank can refuse to process the deposit until its questions are
   resolved. If our calculation of the deposit is different from yours, including amounts depositing cash, our figure will be considered to be
   the correct one. If we decide not to process any deposit, we will return it to you personally or by mail or by other reasonable means.
8. Honoring Transactions and Instructions; Furnishing Information; Mobile Services and Transactions.
   
   8.1. Generally. The Bank will honor the Customer’s transactions and instructions (including adjustments and cancellations) only when the
   Customer has complied with the Agreement. The Bank will be under no obligation to complete any transaction or instruction that: (i) exceeds the Customer’s collected or available funds on deposit with the Bank, even if the Bank has done so in the past; (ii) is not in accordance with any condition requested by the Customer and agreed to by the Bank; (iii) the Bank has reason to believe may not be authorized by the Customer; (iv) involves funds subject to a hold, dispute or legal process preventing their withdrawal; (v) violates, in the opinion of the Bank, any provision of any present or future risk control program of the Board of Governors of the Federal Reserve (“Federal Reserve”) or any other applicable federal or state law; (vi) the Bank has reason to suspect is a transaction in violation of the Unlawful Internet Gambling Enforcement Act (the "UIGEA"); (vii) does not comply with any other requirement stated in the Agreement or any Bank policy, procedure or practice; and/or (viii) for the protection of the Bank or the Customer, the Bank has reasonable cause not to honor.
   
   8.2. Restricted Transactions. Under UIGEA and related federal regulations (the "Regulations") promulgated by the U.S. Treasury Department and Federal Reserve, the Bank is required to notify its Customer that transactions to fund unlawful Internet gambling activities are prohibited, and as such the Bank will either block/deny transactions, and/or close accounts if it has "actual knowledge" of "restricted transactions." A restricted transaction is defined as any transaction or transmittal involving any credit, funds, instrument, or proceeds, that the UIGEA and the Regulations prohibit any person engaged in the business of betting or wagering from knowingly accepting in connection with the participation of another person in unlawful Internet gambling, and such prohibited activities would include any of the following: (i) credit, or the proceeds of credit, extended to or on behalf of such other person (including credit extended through the use of a credit card); (ii) an electronic funds transfer, or funds transfer, or funds transmitted by or through a money transmitting business, or the proceeds of an electronic funds transfer or money transmitting service, from or on behalf of such other person; or (iii) any check, draft, or similar instrument that is drawn by or on behalf of such other person and is drawn on or payable at or through any financial institution.
   
   8.3. Insufficient Account Balances for Service(s). When a Service requires the Customer’s Deposit Account(s) to contain sufficient, good,
   collected, and available funds to cover the Customer’s obligations for the required Service, the Customer agrees to maintain sufficient, good, collected, and available funds in those accounts from which the funds are to be withdrawn or transferred. If there are insufficient funds in the designated Deposit Account to cover the required withdrawal(s), transfer(s), or related fees, except as specifically modified in an applicable implementation document, the Bank may: (i) withhold the Service; (ii) in its sole discretion, elect to dishonor any item or transaction that creates a negative balance and has no duty to notify the Customer prior to dishonoring any overdraft, even if the Bank has paid overdrafts on behalf of the Customer in the past; (iii) in its sole discretion, provide the Service, and the Customer agrees to pay the Bank promptly or on demand the amount of overdraft and any fees or other costs including those set forth in the Deposit Account 11 Version 1.1 20230719 Agreement; and/or (iv) require the Customer to pre-fund transactions prior to settlement date or effective date. The Bank may, in its sole discretion, on occasion provide a Service against insufficient, good, collected and available funds in Deposit Account(s), but the Bank
   is not obligated to do so, and any action by the Bank of this nature will not constitute an obligation by the Bank to provide the Service in
   the future.
   
   8.4. Data File Retrieval and Delivery. Bank, at its sole discretion, may provide a data file exchange facility for Customers, which is intended to ensure a convenient, reliable and efficient means to obtain various informational data files and reports from Bank, or deliver instructional data files to Bank for processing and handling. This data file exchange facility makes it possible for a Customer, the Customer’s agent, or a third party authorized by Customer to obtain specific Demand Deposit Account activity information as well as a means for a Customer, their agent or third party authorized by Customer to provide instructions to Bank in conjunction with various Services provided by Bank. To support this data file exchange facility, Bank makes use of an accepted data communication convention, File Transfer Protocol ("FTP"),
   which prescribes the manner in which files containing data are to be exchanged between computers using the Internet’s transmission
   control protocol/Internet protocol (TCP/IP) functionality. The Bank allows Customer to choose among certain options for communicating with the Bank’s FTP external server for retrieval and delivery of data files. Access to Bank’s FTP external server may require that the Customer, their agent or a third party authorized by Customer, utilize the Customer’s User ID, and/or password (both of which are assigned by the Bank), or any AAI, and Bank may further require that public encryption keys be exchanged between Customer (or their agent or third party authorized by Customer), and Bank, depending upon the communication option selected. Also, certain communication options will require Customer, their agent or third party authorized by Customer to furnish Bank with the TCP/IP address  from which a FTP communication session will originate. When Customer selects a particular communication method, Bank and Customer shall cooperate in testing data file exchange by such communication method, and if the testing process is completed satisfactory to Bank, then such communication method will be used. If, however, the testing process for a particular communication method is not completed satisfactory to Bank, then Customer must choose a different communication method that must also meet with Bank’s testing and approval as stated above. Once a particular communication method has been successfully tested satisfactory to Bank’s requirements and approved by Bank, then Bank and Customer will commence exchange of data files using such communication method. When incoming data files
   are delivered to Bank by Customer (or by Customer’s agent or third party authorized by Customer), the data files will reside in a secure
   folder on Bank’s FTP external server until such files are relocated internally by Bank for processing. 
   
   8.5. Mobile Treasury Management Services and Transactions. Bank may, in its sole discretion, offer any Services described in the Deposit Agreement and/or Terms and Conditions or described in this Agreement via Mobile Device (the "Mobile Services"). "Mobile Device"
   means a mobile telephone, mobile tablet or other mobile device capable of sending and receiving SMS text messages, accessing the Internet via a web browser or downloading, installing and using specially developed mobile applications ("apps"). Customer understands and acknowledges that the Mobile Treasury Management Services allow Customer to conduct certain Services via Mobile Device. Bank, in its sole discretion, shall determine which Services shall be included in the Mobile Treasury Management Services. From time to time, Bank may develop additional Mobile Treasury Management Services, and Customer understands that Customer will have the opportunity to subscribe to them, provided that Customer (including any Authorized Parties) have the necessary Mobile Device and related hardware and software. By deciding to enroll in the optional Mobile Treasury Management Services, Customer understands that Customer is providing its express consent to Bank to permit Bank to contact Customer (including any Authorized Parties) for account alerts, servicing, marketing and fraud prevention purposes, and any other purposes as provided in this Agreement or under other applicable Bank
   agreements. Customer understands that by selecting the optional Mobile Treasury Management Services, Customer is agreeing that Bank may transmit communications accessible via SMS text message, via the Internet browser on the Mobile Device, or via Bank’s app downloaded to the Mobile Device that contain certain information and alerts about the Services and/or Deposit Accounts Customer selects. Such messages may be sent in response to messages Bank receives from Customer’s specified Mobile Device(s) or, in some cases, upon the occurrence of a pre-defined condition related to Customer’s Service or Deposit Account (for example, an outgoing wire approval required, Positive Pay item approval required, low Deposit Account balance, overdraft or receipt of deposit). Customer understands that if it chooses to activate the optional Mobile Treasury Management Services, Customer (including any Authorized Parties) must have a Mobile Device with either SMS text message functionality, the ability to access the Internet via a web browser, or the ability to access messages via Bank’s downloaded mobile app, as well as any other compatible wireless hardware and software necessary to operate such Mobile Device. Customer understands it (including any Authorized Parties) must have a Mobile Device wireless service plan with a suitable Mobile Device service provider of its choice. Customer understands that such Mobile Device service (including Mobile Device Internet connection) is not part of the Services or the optional Mobile Services. Customer understands that it is responsible for acquiring, maintaining and operating any Mobile Device used to access the Mobile Treasury Management Services and its related hardware and
   software and for all associated costs and expenses, including, without limitation, all fees incurred for data transfers and as a result of sending and receiving SMS text messages or other data through such Mobile Device service. Customer assumes full responsibility for ensuring these requirements are met should any changes be made to any existing Mobile Device and/or the associated service plan. Customer understands that the Bank is not responsible for any errors or failures or any Mobile Device or its software, and is not responsible for any viruses or related problems that may be associated with use of the Mobile Services. In addition, Customer understands that transactions conducted via Mobile Treasury Management Services may also be subject to (a) applicable Bank imposed fees (as set forth in other Bank agreements or schedule of fees), and (b) fees imposed by third parties with whom Customer have entered into other agreements.
   
   Customer agrees and acknowledges that Deposit Account alerts may be sent to Customer’s (including any Authorized User’s) Mobile Device that may have been registered for the Mobile Treasury Management Service, provided they have given Bank a valid telephone number (or other Mobile Device identification number, as required by Bank) for such Mobile Device, and have subscribed to the applicable 12 Version 1.1 20230719 alert. Customer understands that Customer is solely responsible for all costs assessed by Customer’s Mobile Device service provider (and the Mobile Device service provider of any Authorized User) receiving messages on their Mobile Device. Customer understands that
   Customer must complete the entire registration process as outlined at www.vantage.bank, including an affirmative statement that Customer’s Mobile Device (including any Authorized User’s) meets the Bank’s minimum system requirements. Customer also understands that Customer will need to meet all of the equipment, access and system requirements of the Bank regarding Mobile Treasury Management Services, and will need to make necessary arrangements to view and print any e-mail statements, notices and disclosures for Mobile Treasury Management Services.
   
   All communications transmitted to Bank using the Mobile Treasury Management Services are not confidential and are deemed to be the
   Bank’s property. Bank may provide Customer (including any Authorized Parties) information, offers, advertisements, links or other materials maintained or offered by third parties in accordance with applicable law and in accordance with Bank’s "Customer Privacy Notice." Bank does not control or endorse in any respect any information, products or services maintained or offered by such third parties. Customer understands that its use (including any Authorized Parties) of third-party content or the purchase of third-party products or services is at its own risk. Customer also acknowledges that the privacy policies of other third-party businesses providing any information, services or products in relation to or through the Mobile Treasury Management Services may be different than those of Bank and Customer should review those policies before engaging in a transaction or providing any personally identifiable or other sensitive information to such business.
   
   As part of Customer’s registration for the Mobile Treasury Management Services, Customer understands that Customer must certify that it is a customer of Bank, and Customer agrees (including any Authorized Parties) to provide a valid U.S. telephone number, including the area code, for their Mobile Device(s) that will be used for the Mobile Treasury Management Services. Customer understands that it is Customer’s responsibility to provide true, accurate, current and complete information about Customer and any Authorized Parties when registering for the Mobile Treasury Management Services and to maintain and promptly update the registration data to keep it true, accurate, current and complete. Without limiting the foregoing, Customer understands it is Customer’s responsibility to update any telephone number if and when they change in order to ensure proper delivery of Mobile Treasury Management Services, including messages and alerts. If Customer changes any telephone number for any reason, Customer will notify Bank immediately to ensure that Customer’s Mobile Services and Bank’s communications are not interrupted or inadvertently delivered to another recipient who may be assigned a prior telephone number.
   
   If Customer selects optional Mobile Treasury Management Services, Customer understands that it is solely responsible for notifying Bank immediately in the event that any Mobile Device associated with any telephone numbers provided to the Bank is lost, stolen, changed or
   destroyed. Customer understands that with regard to messages or alerts, failure to promptly notify Bank may result in failure to receive important messages and alerts, and/or the interception of such messages and alerts by unauthorized third parties. Customer may also
   incur message or alert fees if Customer (including any Authorized Parties) does not receive them. Customer understands that the Bank
   is not responsible for any costs, expenses, liabilities or damages that Customer (including any Authorized Parties) incurs as a result of failure to receive messages or alerts, the interception of any message or alerts by an unauthorized third party, or Customer’s incurrence of message or alert fees for messages or alerts Customer did not receive. CUSTOMER UNDERSTANDS AND ACKNOWLEDGES THAT IN ADDITION TO ANY OTHER DISCLAIMERS OR LIMITATIONS OF LIABILITY AS OTHERWISE STATED IN THIS AGREEMENT, BANK SHALL NOT BE LIABLE FOR LOSSES OR DAMAGES ARISING FROM: (i) NON-DELIVERY, DELAYED DELIVERY OR WRONG DELIVERY OF ANY MESSAGES,
   ALERTS OR OTHER COMMUNICATIONS THAT CUSTOMER (INCLUDING ANY AUTHORIZED PARTIES) WOULD NORMALLY ACCESS VIA THE MOBILE DEVICE; (ii) INACCURATE CONTENT IN ANY MOBILE TREASURY MANAGEMENT SERVICES MESSAGES, ALERTS OR OTHER COMMUNICATIONS ACCESSED BY OR SENT DIRECTLY TO THEIR MOBILE DEVICE; (iii) ANY ACTIONS RESULTING FROM THE INTENTIONAL OR UNINTENTIONAL DISCLOSURE BY CUSTOMER (INCLUDING ANY AUTHORIZED PARTIES) TO ANY UNAUTHORIZED PERSON OF THE CONTENTS OF ANY MESSAGES, ALERTS OR OTHER COMMUNICATIONS SENT DIRECTLY TO OR RECEIVED BY THE MOBILE DEVICE; OR USE
   OR RELIANCE ON THE CONTENTS OF ANY MESSAGES, ALERTS OR OTHER COMMUNICATIONS FOR ANY PURPOSE. Customer understands that it is required to log into the Mobile Treasury Management Services via a Mobile Device by using User ID, Password and AAI, if Bank has required use of AAI for such log in. Customer understands and acknowledges that all or a portion of the Mobile Treasury Management Services may not be encrypted, and, therefore, Bank will never include any User ID, Password or full account number in any e-mail communication that Customer may access via the web browser on its Mobile Device. However, the Mobile Treasury Management
   Services may include name and information about Deposit Account(s), such as the last four digits of the Deposit Account number or
   specific account transaction information. Customer understands and acknowledges that transmission of masked account number and
   specific information, including, but not limited to, dollar amounts, or individual payees and payers, does not constitute transmission of personal or private information, and Customer hereby authorizes Bank to send such information via any communication to a Mobile Device for the Mobile Treasury Management Services. In addition, Customer understands that there are risks associated with using any Mobile Device, and that in the event of theft or loss, Customer confidential information could become compromised. 
   
   Customer acknowledges that the Security Procedures Bank requires for use of the Mobile Treasury Management Services, as set forth in this Section and elsewhere in this Agreement, are commercially reasonable, and Customer understands that the security of the Mobile Treasury Management Services is contingent upon responsible behavior in protecting all User IDs and Passwords and AAI for the Mobile Treasury Management Services. Customer understands that it is responsible for safeguarding, and requiring others to safeguard, User IDs, Passwords and any AAI, if Bank has required use of AAI, to log in to the Mobile Services from a Mobile Device. Customer understands that Bank will rely on access via the User ID, Password and AAI (if required) as confirmation that Customer (including any Authorized Parties) authorized all activity conducted using the Mobile Services following such authenticated access, including any Deposit Account debits or credits, any other transfers or bill payment services, or any other charges or fees incurred by use of the Mobile Treasury 13 Version 1.1 20230719 Management Services. Unless subject to other provisions of this Agreement or other applicable law, Customer further understands and
   agrees that Bank will not be liable for any loss or damage incurred when an unauthorized person gains access to the Mobile Treasury Management Services. CUSTOMER AGREES TO INDEMNIFY THE BANK AND HOLD THE BANK HARMLESS IF THE BANK ACTS WITH ORDINARY DUE CARE AND IN GOOD FAITH IN RESPONDING TO ANY MESSAGE SENT FROM ANY REGISTERED MOBILE DEVICE THAT IS PURPORTED TO BE SENT BY CUSTOMER. Bank’s use of its commercially reasonable Security Procedures for maintaining confidentiality and security of information shall constitute fulfillment of Bank’s obligations to exercise due care.
   
   Customer understands that information that it provides while using the Mobile Treasury Management Services may be stored on Bank’s secured servers and protected by industry standard encryption techniques. However, the Bank is not accepting any responsibility to archive any communications with Customer if transmitted or received using the Mobile Treasury Management Services beyond the time required by applicable law, if any, or as stated in this Agreement, whichever is longer. Customer understands that it is responsible for accessing, opening and reading messages, alerts and other communications sent to any registered Mobile Device. It is Customer’s responsibility to notify the Bank if any message, alert or other communication is not accessible, is incomplete or is unreadable. Customer understands that information Customer provides while using the Mobile Treasury Management Services may be stored on Bank’s secured servers and protected by industry standard encryption techniques. However, the Bank is not accepting any responsibility to archive any communications with Customer transmitted or received using the Mobile Banking Services beyond the time required by applicable law, if any, or as stated in this Agreement, whichever is longer. If the use of Mobile Treasury Management Services via any Mobile Device is interrupted for any reason, Customer agrees to log into Online Banking Services to determine if the previously entered transaction is displayed. If Customer cannot reestablish a connection, or ascertain the status of any previously entered transaction, Customer will call one of Bank’s Commercial Online Banking Specialists at (866) 580-7262. TO AVOID A DUPLICATE TRANSACTION, CUSTOMER WILL NOT REISSUE A TRANSACTION DURING THE INTERRUPTED SESSION UNLESS CUSTOMER IS ADVISED TO DO SO BY A COMMERCIAL ONLINE BANKING SPECIALIST. IF CUSTOMER AUTHORIZES THE BANK TO PAY ANY DUPLICATE TRANSACTION, AND BANK IS NOT RESPONSIBLE FOR ANY THIRD PARTY’S REFUSAL TO RETURN ANY FUNDS RESULTING FROM A DUPLICATE TRANSFER.
9. Oral Instructions. At the Bank’s option, the Bank may honor the Customer’s oral instructions regarding Service(s). The Customer agrees that the Bank may in good faith rely on any such oral instructions, which purport to come from the Customer (including the Primary Administrator
   and any Authorized User, Service Setup Administrator) or the Customer’s agent without independent verification by the Bank unless Security Procedures require otherwise.
10. Erroneous Instructions. CUSTOMER AGREES THAT TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE BANK WILL NOT BE LIABLE FOR ANY INSTRUCTION, FUNDS TRANSFER ORDER, AMENDMENT OR CANCELLATION, OR ANY LOSS ARISING THEREFROM, ERRONEOUSLY TRANSMITTED BY THE CUSTOMER OR ANYONE AUTHORIZED BY THE CUSTOMER HEREUNDER OR CONTAINING AN ERROR IN CONTENT AS PROVIDED BY THE CUSTOMER OR ANYONE AUTHORIZED BY THE CUSTOMER HEREUNDER, REGARDLESS OF WHETHER THE BANK FOLLOWED THE SECURITY PROCEDURES AGREED UPON HEREIN OR ANY APPLICATION HERETO.
11. Inconsistent Name and Identifying Number. If any funds transfer instruction by the Customer describes the intended recipient of funds
    inconsistently by name and account number, the Customer agrees that payment by the receiving bank (which may be the Bank) may be made
    on the basis of the account number alone even if that account is not owned by the person or entity named in the funds transfer instruction. If
    any funds transfer instruction identifies an intermediary bank or the payee’s bank inconsistently by name and identifying number, the Customer agrees that the Bank may rely solely on the identifying number as the proper identification of the intermediary bank or the payee’s bank even if it identifies a bank different from the bank the Customer identified by name. To the extent permitted by applicable law, the Customer acknowledges and agrees that its obligation to pay the Bank the amount of the funds transfer pursuant to a funds transfer instruction will not be excused in any circumstance described in this Section and that the Customer will reimburse the Bank for any losses or expenses the Bank incurs as a result of the Bank’s reliance on the identifying number provided in the funds transfer instruction.
12. Account Holder’s Liability for Funds Transfers. The Customer agrees to be bound by any funds transfer, amendment or cancellation to a funds transfer issued in the Customer’s name and received by the Bank, whether or not authorized, if the Bank accepts the funds transfer, amendment or cancellation in good faith and in compliance with the Security Procedures agreed to herein. In the event that a funds transfer is unauthorized but effective pursuant to the Security Procedures agreed to herein, the Bank is entitled to enforce or retain payment for the funds transfer from the Customer unless the Customer can prove that the funds transfer was not caused, directly or indirectly, by a person (i) entrusted at any time with duties to act on the Customer’s behalf with respect to such funds transfer or the Security Procedures; or (ii) who obtained access to the Customer’s transmitting facilities or who obtained, from a source controlled by the Customer and without authority of the Bank, information facilitating breach of the Security Procedures, regardless of how the information was obtained or whether the Customer was at fault.
13. Account Reconciliation and Reporting Discrepancies.
    
    13.1. Generally. The Deposit Account statements provided to the Customer by the Bank will notify the Customer of (i) the execution of funds transfers and all debits or credits to accounts of the Customer held by the Bank resulting from transactions pursuant to the Agreement;
    and (ii) amounts debited by the Bank from the account(s) for payment of fees for the Services hereunder or other charges pursuant to
    the Agreement. These statements may include periodic statements for Customer’s Deposit Accounts or other information or records made available to Customer electronically through the Bank’s Online Banking Service. The Customer agrees that the Bank will not be required to provide any other notice to the Customer of the execution of any fund transfers, debits, credits or charges.
    
    13.2. Notification of Discrepancies. Customer agrees to promptly report to the Bank any errors, problems, discrepancies or other disputed
    transactions of any kind between the Customer’s records and the Bank’s records and/or Deposit Account statements, including without 14 Version 1.1 20230719 limitation, information made available electronically though the Bank’s Online Banking Service, and any relevant facts pertaining to a potentially unauthorized or erroneous funds transfer of any kind.
    
    For funds transfers, such report should be made within fourteen (14) calendar days from the date the Customer receives notice from the Bank that the funds transfer was processed or that the Customer’s account was debited with respect to the funds transfer. Such notice may include a record of the transaction being made available to Customer through the Bank’s Online Banking Service. The Customer’s
    failure to notify the Bank of any such discrepancies may result in the Customer forfeiting any interest potentially due on the amount of
    the unauthorized or erroneous funds transfer due to Customer’s failure to provide notification within fourteen (14) days as stated herein.
    
    For all ACH transactions that are believed to be unauthorized or erroneous, such report should be made no later than one (1) Business Day following the date of the unauthorized or erroneous entry so that the Bank can return the item to the Originating Depository Financial Institution (the "ODFI") within the two (2) Business Day period required under NACHA Rules. Failure to do so for debits against an account will preclude the Bank from returning the transaction through the ACH system and re-crediting the account. At the Customer’s request, the Bank may go outside the ACH system and request a credit from the ODFI based on a violation of the ODFI’s warranty that the transaction was authorized. Customer agrees to cooperate with the Bank by providing any information or certifications that Bank may reasonably require in connection with such a request, and Customer may be required to indemnify the Bank against potential losses related thereto.
    
    Customer acknowledges the many other provisions and duties to timely report things to the bank as more fully detailed in the Deposit
    Agreement and/or Terms and Conditions.
14. Settlement of Obligations. To the fullest extent permitted by applicable law, the Customer authorizes the Bank to obtain payment of the Customer’s obligations to the Bank under the Agreement from time to time by (i) initiating debit or credit transfers to any of the Deposit
    Accounts; or (ii) deducting the payment from the amount of any bank transfer. Such obligations include, without limitation, fees owed to the
    Bank, in conjunction with any of the Services or otherwise, and settlement for funds transfers initiated pursuant to the Agreement. At the time any Deposit Account is closed (whether by the Customer, by the Bank, or otherwise) or any Service is terminated (whether by the Customer, by the Bank, or otherwise), the Customer agrees that all such fees and other obligations will be immediately due and payable to the Bank, and the Customer authorizes the Bank to withhold the amount of any such fees and other obligations from any Deposit Account. Debiting a Deposit Account or deducting payment from the amount of any bank transfer is not the Bank’s exclusive remedy under this or any other Section of the Agreement, and the Bank will not be deemed to have made an election of remedies by making any such debit or deduction on any one or more occasions.
15. Cooperation in Loss Recovery Efforts. Except as otherwise stated in the Agreement, in the event of any damages for which the Bank or the
    Customer may be liable to the other or to a third party with respect to the Service(s), the Bank and the Customer will undertake commercially
    reasonable efforts to cooperate with each other (as permitted by applicable law) in performing loss recovery efforts and in connection with any action(s) that the relevant party may be obligated to defend or elect to pursue against a third party.
16. Fees.
    
    16.1. Generally. The Bank reserves the right to change any fee schedule at any time and from time to time upon not less than ten (10) days prior written notice to the Customer, but no change shall be effective for any period prior to the effective date of such notice. Applicable fees do not include, and the Customer will be solely responsible for payment of any sales, use, excise, value added, utility tax, or tariffs relating to the Service(s) provided hereunder, and for all telephone charges, Internet access service charges, tolls, tariffs, and other costs for Online Banking Services initiated by the Customer or the Customer’s Authorized Users.
    
    16.2. Payment of Fees. Any amount(s) due the Bank for the Service(s) as determined by the Bank’s account analysis system will be charged as
    a direct fee debited to the Customer specified Deposit Account. If the Customer specified Deposit Account has insufficient funds to pay any amount due; the Bank may debit any Deposit Account maintained by the Customer at the Bank, whether or not such debit creates an overdraft. If there are no Deposit Accounts at the Bank with sufficient funds to cover the amount due the Bank, the Customer agrees to pay such amounts directly to the Bank upon demand. The Customer also agrees to reimburse the Bank for any actual expenses the Bank may incur to effect, administer or revoke any Service(s). In the event any fees or taxes are owed to the Bank and are not paid; the Bank shall have no obligation to execute any Service for the Customer, or to continue any Service(s) previously provided to Customer. Any fees or charges for Services not settled as provided for herein within thirty (30) days of the date they were first charged to the Customer specified account will bear interest until paid at a rate equal to the lesser of one- and one-half percent (1.5%) per month or the maximum interest rate allowed by applicable law.
    
    16.3. Customer acknowledges the many other provisions concerning fees issues and duties to timely report any disputed fees to the bank as more fully detailed in the Deposit Agreement and/or Terms and Conditions. 
17. Use of Third Parties.
    
    17.1. The Bank's Use of Third Parties. The Bank’s ability to provide certain Services depends on its ability to provide access to third-party
    networks and other third-party services. In the event the Bank determines, in its sole discretion, that it is unable to provide third party
    network or services access, the Bank may discontinue the related Service or may provide the Service through an alternate third-party
    network or service, and shall have no liability for the unavailability of such Service.
    
    17.2. The Customer’s Use of Third Parties. To the extent permitted by the Bank, Customer may designate Authorized Users within the Bank’s online treasury management system. With respect to any other third party whom Customer hires, employs, or to whom it delegates its
    15 Version 1.1 20230719 duties or responsibilities, Customer agrees that it shall be solely responsible for all acts of any such third party. The Customer shall provide information including financial information which the Bank may, in its sole discretion, require from time to time regarding any third-party vendor which the Customer hires, employs, or retains in any manner, to initiate transactions or assume any of the Customer’s duties under the Agreement. The Customer understands and agrees that because of the risks involved in certain of the Services that the Customer may utilize, the Bank may refuse, in its sole discretion, to provide such Services to the Customer if the third party retained by the Customer does not meet the Bank’s qualification criteria. The Bank’s acceptance of any third party retained by the Customer based on the Bank’s qualification criteria is not a representation or warranty by Bank regarding the fitness of the third party’s capabilities or financial condition, nor is such acceptance by Bank an endorsement of any third party’s ability to perform the third-party services for Customer. The Customer agrees that it shall not allow any third party to use any Service hereunder or to process any third party’s transactions pursuant to the Services hereunder through the Customer or its accounts without the Bank’s prior written consent. 
18. Courier Agreements. With the Bank’s permission, the Customer may utilize a courier to conduct transactions pursuant to the Agreement. In so doing, the Customer agrees at all times and in all respects, regardless of the source of payment for the courier services, that (i) the courier is the agent of the Customer and not the Bank; (ii) the Bank makes no representations or warranties regarding any courier, and assumes no
    responsibility with respect to any services performed or promised by any courier; and (iii) the Customer assumes all risk of loss (including loss or theft by third parties or employees of the Customer or the courier) prior to the Bank’s acceptance of such transactions from the courier and
    subsequent to the courier’s acceptance of transactions from the Bank. The Customer agrees that the Customer and the courier will be responsible for all loss recovery procedures and processes, although the Bank may undertake commercially reasonable efforts to facilitate loss recovery.
19. Proprietary Property. The Customer acknowledges and agrees that all trademarks, trade names, service marks, copyrights, programs,
    specifications, software, systems designs, applications, routines, techniques, enhancements, software codes, test keys, security devices,
    Security Procedures, documentation, manuals, ideas and formulas (collectively, referred to herein as the "Bank Proprietary Property") utilized or developed and provided by the Bank in connection with the Agreement and the Services provided hereunder, whether online via the Bank’s web site or otherwise, are proprietary property of the Bank having great commercial value to the Bank. The Customer shall have no ownership interest in the Bank Proprietary Property or other rights related thereto, and the Customer agrees to keep the Bank Proprietary Property confidential at all times. The Customer may use the Bank Proprietary Property only for the purposes for which it was provided by the Bank and shall notify the Bank immediately of any breach of this Section of which it becomes aware. The Bank may require the Customer to license specific software in order to receive a particular Service. Unless agreed to the contrary between the parties with regard to certain Services, with such agreement approved by Bank in Bank’s sole discretion, upon termination of the Agreement or any applicable Service, such license in Bank’s Proprietary Property and any licensed software shall automatically expire and the Customer agrees to immediately cease using any Bank Proprietary Property and any licensed software relating to the Service or Services affected by such termination. Additionally, and unless contrary to prior agreement regarding the software, the Customer agrees to erase any software comprising the Bank Proprietary Property and relating to the Service or Services terminated to the extent such software is stored in the Customer’s computers or Mobile Devices, and, at the request of the Bank, to return all copies of all items relating to the Bank Proprietary Property which are in the possession of the Customer. Alternatively, and at the Bank’s option, the Customer will destroy all copies of all items relating to the Bank Proprietary Property which are in the possession of the Customer and, upon request from the Bank, provide written certification to the Bank that such destruction has occurred.
20. Confidentiality. The Customer and the Bank each agree that all information concerning the other party or parties which comes into its
    possession in connection with any Service and/or the performance of the Agreement including, but not limited to, software licensed to the
    Customer by the Bank, user guides, and Security Procedures including security access codes, keys, PINs, template numbers, or any other AAI,
    will be maintained as confidential and shall not be used or divulged to any other party except as may be appropriate to enable the Bank to
    provide the Service or as required by applicable law. The Customer agrees that the Bank may share any information concerning the Customer’s accounts and account transactions with any of the Bank’s affiliates, subsidiaries, parent Company or service providers and to the extent the Bank determines necessary, with the Customer’s third-party processor(s), and state or federal regulators.
    
    Privacy/Information Sharing. The importance of maintaining the confidentiality and privacy of the information provided by you is one of our highest priorities. We may disclose information about your Accounts or the Transfers you make: (a) where it is necessary for completing the
    transfers or processing or maintaining your Accounts; (b) in order to verify the existence or condition of your Accounts for a third party such as a credit bureau or merchant; (c) in order to comply with legal process, government agency or court orders; (d) to companies that perform marketing services on our behalf or to other financial institutions with whom we have joint marketing agreements; or (e) otherwise as permitted by law. An explanation of our privacy policy may be provided to you separately in the manner required by applicable law. Please review it carefully. Our privacy policy may change from time to time and is always available on our website and at our Financial Institution locations.
    
    Additional/Confidentiality Issues. All information of a business nature relating to the assets, liabilities or other business affairs disclosed to the Financial Institution by you and your customers in connection with this Agreement and any applicable Product Schedule is confidential. Financial Institution shall not, without the express written consent of you, disclose or permit access to any such information by any person, firm or corporation and Financial Institution shall cause its officers, employees, and agents to take such action as shall be necessary or advisable, to preserve and protect the confidentiality of disclosing such information to persons required to have access thereto for the performance of this. Agreement and any applicable Product Schedule, or to any other party to which the Financial Institution may be required by law to report such information. You agree to hold confidential and to use only in connection with the Service provided under this Agreement and any applicable Product Schedule all information furnished to you by Financial Institution or by third parties from whom Financial Institution has secured the right to use the Service, including, but not limited to, Financial Institution's product and service pricing structure, system design, programming techniques or other unique techniques. In addition, should you at any time receive or acquire any information relating to another customer of 16 Version 1.1 20230719 the Financial Institution, you shall promptly return such information to Financial Institution and not reveal such information to any other party and shall not make use of such information for your own benefit. Financial Institution and your obligations and agreements under this paragraph shall not apply to any information supplied that was known to either party prior to the disclosure by the other, or is or becomes generally available to the public other than by breach of this Agreement, or otherwise becomes lawfully available on a non-confidential basis from a third party who is not under an obligation of confidence to either party. Notwithstanding anything to the contrary contained herein, it is authorized and agreed by the parties hereto that the performance of said Service is or might be subject to regulation and examination by authorized representatives of the Comptroller of the Currency, the Board of Governors of the Federal Reserve System, the Board of Directors of the Federal Deposit Insurance Corporation, and/or a State regulatory agency and you agree to the release of your reports, information, assurances, or other data as may be required by them under applicable laws and regulations. You agree that any specifications or programs developed by the Financial Institution in connection with this Agreement and any applicable Product Schedule or supplied or made available to you by Financial Institution are the exclusive property of Financial Institution, its agents, suppliers, or contractors, and further agrees that such material shall not be copied or used in any manner or for any purpose without the express written consent of Financial Institution. This clause shall survive the termination of this Agreement.
21. Customer Records; Ownership of Data; Response to Data Security Breach incidents; Responsibility for Loss.
    21.1. Customer Records. The Agreement will not relieve the Customer of any obligation imposed by law, contract, or otherwise regarding the
    maintenance of records or from employing adequate audit, accounting and review practices. The Customer shall retain and provide to
    the Bank upon request all information necessary to remake or reconstruct any deposit, transmission file, or entry for at least ten (10)
    Business Days following receipt by the Bank of the deposit, transmission file, entry, or other order affecting any of the Customer’s account(s); provided, however, that the Bank’s records, kept in the ordinary course of business, will be presumed to accurately reflect the contents of the Customer’s instructions to the Bank and, in the absence of manifest error, will be binding and conclusive. 
    
    21.2. Ownership of Data. The parties understand, acknowledge and agree that all data provided by Customer to Bank (including, but not limited to, electronic images of Substitute Checks retained on any processing equipment, Processing Software, or any other processing equipment or software (including Customer’s computer) used by Customer in conjunction with Remote Capture Services), is the sole and exclusive property of Customer ("Customer-owned Data"). Once Customer-owned Data is delivered by Bank to Customer, retrieved by Customer from Bank, or otherwise created as a by-product of a transaction between Customer and Bank and retained by Customer, such Customer-owned Data is solely within Customer’s possession and control.
    
    21.3. Response to Data Security Breach Incidents. As stated in Section 6 above, Customer has the sole responsibility for security and protection of Customer-owned Data and any other data that is solely within Customer’s possession and control. In the event of any security breach incident involving any potential or actual unauthorized access or acquisition of such data (e.g., computer hacking, virus attack, or theft or loss of any equipment containing such data), it is Customer’s sole responsibility to determine whether Customer has the obligation, under applicable law, to notify potentially affected individuals whose sensitive PII may have been compromised by the security breach incident. Customer must conduct, at its sole cost and expense, any audit and forensic investigation of such security breach incident. Customer bears the sole responsibility for any and all costs of complying with required data breach notifications to individuals, credit bureaus and/or governmental entities as required by applicable law, and any and all costs for credit report monitoring or fraud monitoring associated with such security breach incident. Customer will also bear the sole responsibility and all costs of conducting any forensic or similar audit that may be deemed necessary by the Bank to determine the scope or extent of any such security beach incident.
    
    21.4. Responsibility for Loss. If, despite Customer efforts, Customer suffers any damage or loss as a result of any unauthorized access or data security breach (e.g., computer hacking, virus attack, or theft or loss of equipment or other information containing Customer-owned Data or other data that is solely within Customer’s possession and control), and regardless of whether such unauthorized access or breach results from the activities of Customer’s employees, agents, subcontractors, or any unaffiliated third party, any such loss or damage shall be the sole responsibility of the Customer.
    
    21.5. Data File Retrieval and Delivery. Bank provides a data file exchange facility for Customers, which is intended to ensure a convenient, reliable and efficient means to obtain various informational data files and reports from Bank. This data file exchange facility makes it possible for a Customer, Customer’s agent, or a third party authorized by Customer to obtain specific Demand Deposit Account activity information. To support this data file exchange facility, Bank makes use of an accepted data communication convention, File Transfer Protocol (“FTP”), which prescribes the manner in which files containing data are to be exchanged between computers using the Internet’s transmission control protocol/Internet protocol (TCP/IP) functionality. The Bank will choose among certain options for communication by the customer to the Banks FTP external server for retrieval and delivery of data files. Access to Bank’s FTP external server may require that Customer, their agent or a third party authorized by Customer, utilize Customer’s User ID, and/or password (both of which are assigned by Bank), or any AAI, and Bank may further require that public encryption keys be exchanged between Customer (or their agent or third party authorized by Customer), and Bank, depending upon the communication option selected. Also, certain communication options may require Customer, their agent or third party authorized by Customer to furnish Bank with the TCP/ IP address from which a FTP communication session will originate. Bank and Customer shall cooperate in testing data file exchange, and if the testing process is completed satisfactory to Bank, then such communication method will be used. Once a particular communication method has been successfully tested satisfactory to Bank’s requirements, then Bank and Customer will commence exchange of data files using such communication method.
    
    
22. Representations and Warranties by Customer. For purposes of this Section and the Agreement, the following definitions apply:
    
    "Affiliate" means a person who controls, is controlled by, or is under common control with another person.
    
    “Authorized Administrator” and/or “Primary Administrator”
    
    "Organization" includes, but is not limited to, a corporation, limited or general partnership, limited liability partnership or limited liability limited partnership, limited liability company, business trust, real estate investment trust, cooperative, association, or other organization, regardless of whether the organization is for-profit, nonprofit, domestic or foreign.
    
    "Parent" means an organization that, directly or indirectly through or with one or more of its subsidiaries: (a) owns at least 50 percent of the outstanding ownership or membership interests of another organization; or (b) possesses at least 50 percent of the voting power of the owners or members of another organization.
    
    "Person" includes a corporation, organization, government or governmental subdivision or agency, business trust, estate, trust partnership, association and any other legal entity.
    
    "Related Entity" means either (a) a Parent, (b) a Subsidiary, (c) an Affiliate of Customer, or (d) companies under common management.
    
    "Subsidiary" means an organization for which another organization, either directly or indirectly through or with one or more of its other subsidiaries: (a) owns at least 50 percent of the outstanding ownership or membership interests of the organization; or (b) possesses at least 50 percent of the voting power of the owners or members of the organization.
    
    The Customer represents, warrants and agrees that (i) the execution, delivery and performance by the Customer under the Agreement are within the Customer’s powers, have been duly authorized by all necessary action and do not contravene the Customer’s governing documents (if any) or any law or contractual restrictions; (ii) no authorization, approval or other act, and no notice to or filing with any governmental authority or regulatory body is required for the execution, delivery and performance by the Customer of the Agreement; (iii) the Agreement constitutes the legal, valid and binding obligation of the Customer and that the Agreement is enforceable against the Customer in accordance with the terms of the Agreement; (iv) no information furnished by the Customer to the Bank in connection with the Agreement is inaccurate in any material respect, contains any material misstatement of fact, or omits any fact necessary to make such statements not misleading, as of the date it is dated, or if not dated, the date it is given to the Bank; and (v) the Customer has not been induced to enter into the Agreement by any representations or statements, oral or written that have not been expressly incorporated herein by reference. The Customer agrees to deliver to the Bank, upon execution of the Agreement and at any time upon the Bank’s request, a certified copy of a duly adopted resolution, unanimous consent or other similar corporate document or official record authorizing the execution of the Agreement and the granting of authority to the person(s) identified therein, including without limitation, the authority to delegate transaction authority to Treasury System Administrators and Authorized Users in the manner contemplated by this Agreement.
    
    In addition, in the event that Customer desires to obtain any Services under this Agreement for any of Customer’s Related Entities, Customer shall list such Related Entities in the Related Entities portion of the Agreement or on any separate Bank "Related Entities" Schedule to the Agreement, the Customer makes the following additional representations and warranties to Bank each time that Customer lists a Related Entity that is authorized to obtain Services under this Agreement: (1) if Customer is a Parent of any Subsidiary Related Entity listed, that Customer is authorized under applicable governing documents to exercise both the voting power and equity of the Related Entity, and that no third party holds any veto power or approval right over (A) Customer’s ability to appoint a majority of the directors, managers or other members of the Related Entity’s governing body, (B) Customer’s ability to determine the Related Entity’s strategy and direction, or (C) Customer’s ability to bind the Related Entity to this Agreement; (2) if Customer is a Subsidiary of any Parent Related Entity listed, that Customer has been duly authorized by the Parent to enter into this Agreement, to bind the Parent to this Agreement and to take all necessary actions to obtain Services under this Agreement, and that no third party holds any veto power or approval right over Customer’s ability to fulfill Customer’s obligations under this Agreement; (3) if Customer is an Affiliate of any Affiliate Related Entity listed, that Customer is duly authorized by its governing documents, or by actions of the Affiliate Related Entity, to enter into this Agreement, to bind the Affiliate Related Entity to this Agreement, and to take all necessary actions to obtain Services under this Agreement, and that no third party holds any veto power or approval right over Customer’s ability to fulfill Customer’s obligations under this Agreement.
23. Compliance With Laws. Bank and Customer each agree to comply with provisions of all applicable federal, state, county or municipal laws, regulations or ordinances, and shall be responsible for obtaining any and all authorizations from any applicable governmental authority that may be required for the party to perform hereunder. Furthermore, both parties agree to comply with applicable federal and state privacy laws and anti-money laundering laws. Customer agrees that it shall not use any Services, including Remote Capture Services, in any manner that is designed or has the effect of violating or evading any laws with regards to currency controls, money laundering, banking secrecy, or unlawful Internet gambling (including, but not limited to, any "restricted transactions" as defined under the Unlawful Internet Gambling Enforcement Act). You agree that it is your responsibility to determine the legality of each of your transactions in all applicable jurisdictions before entering into the transaction. You acknowledge and agree that we have no obligation to monitor, to review, or to evaluate the legality of transactions involving your Account. You also agree that you will not use your Account in connection with any Internet or online gambling transaction, or transactions involving cannabis products, whether or not gambling or cannabis are legal in any applicable jurisdiction. If your Account is a commercial or business Account you also agree that you will not use your Account in connection with offering any money service business, cryptocurrency related business, sale or transfer of precious metals, sale or distribution of marijuana, hemp, CBD, or any derivative of these, or privately owned automated teller machine (ATM). Plus, you certify that you will not use your Account or do any banking transactions for any illegal purposes or activity including but not limited to those activities prohibited under the applicable federal or state law. You further represent and warrant that all transactions undertaken by you or on your behalf are legal and not in violation of any other laws. To the fullest extent permitted by law, you agree to pay for any item that you authorized, even if the transaction related to that term is determined to be illegal. We also reserve the right to refuse or return any item that we believe is related to an illegal transaction, an Internet or online gambling transaction, or a high-risk or otherwise illegal transaction, including, but not limited to, any transaction presented against your Account that we reasonably believe is related to the purchase, sale or exchange of any decentralized, non-fiat virtual currency, cryptocurrency, or any other digital currency or money that relies on distributed ledger or blockchain technology, and you agree that we shall have no liability to you whether we decline to pay or whether we pay any such item. You also agree to the additional provisions found in the Deposit Agreement and/or Terms and Conditions. You agree to comply with all existing and future instructions used by the Financial Institution 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, the National Automated Clearing House Association ("NACHA") and any other clearinghouse or other organization in which Financial Institution is a member or to which rules Financial Institution has agreed to be bound. These laws, procedures, rules, regulations, and definitions shall be incorporated herein by reference.
24. Limitations of Liability.
    
    24.1. Generally. To the extent permitted by law, and except for the remedies provided expressly herein for breach of the Agreement, the Customer agrees that the Bank will have no liability whatsoever for any loss, damage, or claim (collectively, a "Claim") arising out of the performance of or non-performance of any Service in accordance with the terms of the Agreement, EVEN IF SUCH CLAIM ARISES, IN WHOLE OR IN PART, FROM THE BANK’S NEGLIGENCE, but excluding any claim arising from the Bank’s gross negligence or willful misconduct. The Bank’s duties and responsibilities to the Customer are strictly limited to those described in the Agreement, except with respect to any provisions of the law which cannot be varied or waived by agreement. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE BANK WILL NOT BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES (INCLUDING WITHOUT LIMITATION, LOSS OF REVENUE OR ANTICIPATED PROFITS) OR FOR ANY INDIRECT LOSS THAT THE CUSTOMER MAY INCUR OR SUFFER IN CONNECTION WITH THE SERVICES PROVIDED HEREUNDER (EVEN IF THE BANK HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES), INCLUDING WITHOUT LIMITATION, ATTORNEYS’ FEES. Any third-party service provider used by Bank is an independent contractor and not the Bank’s agent. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, BANK AND ITS AFFILIATES AND SUPPLIERS MAKE NO WARRANTIES OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, ABOUT ANY OF THE SERVICES, ANY PROCESSING EQUIPMENT OR ANY PROCESSING SOFTWARE DESCRIBED IN THIS AGREEMENT, AND HEREBY DISCLAIM ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT. To the fullest extent permitted by applicable law, and without limiting the generality of the foregoing, the Bank shall not be liable at any time to the Customer or any other person or entity for loss, charge, fee, penalty, expense or other damage resulting from any failure or delay of the performance of the Bank’s responsibilities under the Agreement which is caused or occasioned by any act or thing beyond the Bank’s reasonable control, including, without limitation, legal restraint, interruption of transmission or communication facilities, equipment failure, electrical or computer failure, war, pandemic, emergency conditions, acts of God, fire, storm, or other catastrophe, or inability to obtain or delay in obtaining wire services, Internet access, electronic transfers, or electronic file exchange, or refusal or delay by a service provider or another bank or financial institution. In addition, the Bank shall be excused from any failure or delay in executing a transaction hereunder, if such execution would result in the violation of any applicable state or federal law, rule, regulation or guideline. To the fullest extent permitted by applicable law, the Customer agrees that the Bank shall not have any liability whatsoever for any loss caused by the act, error, or omission of the Customer or any other person, including, without limitation, any service provider, any Internet access service provider, any Federal Reserve Bank or transmission or communications facility or any intermediary or receiving financial institution, and no such person shall be deemed the Bank’s agent. The Customer understands and agrees that the fees charged for the performance of the Service(s) have been established in contemplation of these limitations on liability.
    
    24.2. For each specific service below, you agree to Limitations of Liability Section and Indemnification Sections in this Agreement. Simply put, by using these services, you agree and understand to this section regarding LIMITATION OF LIABILITY AND OR WAIVER OF RIGHT TO PROCEED AGAINST US FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, OR PUNITIVE DAMAGES. BY ENTERING INTO THIS AGREEMENT, TO THE MAXIMUM EXTENT ALLOWED BY LAW, YOU WAIVE THE RIGHT TO RECOVER, AND AGREE THAT WE SHALL NOT BE LIABLE FOR SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES FOR ANY ACTION OR INACTION ON OUR PART REGARDING YOUR ACCOUNT OR YOUR BANKING RELATIONSHIP WITH US, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IF YOU DO NOT AGREE TO THIS TERM, NOTHING PREVENTS YOU FROM CLOSING YOUR BANK ACCOUNT AND OR ENDING YOUR RELATIONSHIPS WITH US. In other words, you expressly agree that damages in respect of any breach or wrongful conduct (whether or not the claim therefore is based on contract, tort, or other duty imposed by law), in connection with, arising out of, or in any way related to the transactions contemplated by this Agreement, or any Accounts, item, or instrument related to this Agreement, or any act or omission or event occurring in connection herewith or therewith shall be limited to your or our actual damages and shall not include any special, indirect, consequential, or punitive damages.
    
    TO THE FULLEST EXTENT ALLOWED BY LAW, FINANCIAL INSTITUTION’S LIABILITY TO YOU UNDER THIS AGREEMENT OR ANY APPLICABLE PRODUCT SCHEDULE SHALL BE LIMITED TO CORRECTING ERRORS RESULTING FROM FINANCIAL INSTITUTION’S FAILURE TO EXERCISE ORDINARY CARE OR TO ACT IN GOOD FAITH. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, IN NO EVENT WILL FINANCIAL INSTITUTION BE LIABLE TO YOU FOR AN AMOUNT GREATER THAN THE FEES ACTUALLY PAID BY YOU AND RECEIVED BY FINANCIAL INSTITUTION DURING THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE ON WHICH THE CLAIM FIRST ACCRUED, WHICH SHALL BE DETERMINED BY THE EARLIER OF THE DATE WHEN YOU FIRST BECAME AWARE OF THE CLAIM OR THE DATE WHEN, THROUGH THE EXERCISE OF REASONABLE CARE, YOU REASONABLY SHOULD HAVE BECOME AWARE OF THE CLAIM.
    
    YOU ACKNOWLEDGE AND AGREE THAT YOUR USE OF THE SERVICES SHALL BE AT YOUR SOLE RISK AND THAT THE SERVICES ARE PROVIDED BY FINANCIAL INSTITUTION ON AN “AS IS” BASIS. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, FINANCIAL INSTITUTION 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 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 FINANCIAL INSTITUTION EMPLOYEE OR REPRESENTATIVE SHALL CREATE A WARRANTY OR REPRESENTATION FOR PURPOSES OF THIS AGREEMENT OR ANY SERVICES TO BE PERFORMED PURSUANT HERETO. FINANCIAL INSTITUTION MAKES NO REPRESENTATION OR WARRANTY, EITHER EXPRESS OR IMPLIED, TO YOU AS TO ANY ACCESS DEVICE HARDWARE, SOFTWARE, OR EQUIPMENT USED IN CONNECTION WITH THE SERVICES (INCLUDING, WITHOUT LIMITATION, YOUR ACCESS DEVICE SYSTEMS OR RELATED EQUIPMENT, YOUR SOFTWARE, OR YOUR INTERNET SERVICE PROVIDER OR ITS EQUIPMENT), OR AS TO THE SUITABILITY OR COMPATIBILITY OF FINANCIAL INSTITUTION’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. FINANCIAL INSTITUTION SHALL NOT BE RESPONSIBLE OR LIABLE FOR ANY ERRORS OR FAILURES RESULTING FROM DEFECTS IN OR MALFUNCTIONS OF YOUR ACCESS DEVICE HARDWARE OR SOFTWARE, FOR THE QUALITY OF PERFORMANCE OR LACK OF PERFORMANCE OF ANY ACCESS DEVICE SOFTWARE OR HARDWARE OR INTERNET DELIVERED SERVICES SUPPLIED BY FINANCIAL INSTITUTION TO YOU IN CONNECTION WITH THIS AGREEMENT, OR FOR THE TRANSMISSION OR FAILURE OF TRANSMISSION OF ANY INFORMATION FROM YOU TO FINANCIAL INSTITUTION OR FROM FINANCIAL INSTITUTION TO YOU. FINANCIAL INSTITUTION SHALL NOT BE RESPONSIBLE FOR NOTIFYING YOU OF ANY UPGRADES OR ENHANCEMENTS TO ANY OF YOUR ACCESS DEVICE HARDWARE OR SOFTWARE.
    
    BY USING ANY SERVICE, YOU ARE AGREEING TO THE LMITIATION OF LIABLITY SECTION AND INDEMNIFICATION SECTION IN THIS AGREEMENT. PLUS, PLEASE SEE FUNDS AVAILABILITY SECTION ABOVE AND OTHER SECTIONS IN THIS AGREEMENT AND DEPOSIT AGREEMENT, AND PLEASE CONFIRM THAT THE FUNDS BEING USED FOR THIS SERVICE ARE TRULY AVAILABLE AND PLEASE BE COGNIZANT THAT DEPOSITS YOU ARE RELYING ON TO MAKE A DISBURSEMENT COULD BE RETURNED OR CHALLENGED IN THE FUTURE. WITHOUT LIMITING OR DIMINISHING THE GENERALITY OF OTHER LIMITATION OF LIABILITY PROVISIONS IN THIS AGREEMENT, INCLUDING, BUT NOT LIMITED TO, BANK'S DISCLAIMER OF ANY WARRANTY OF MERCHANTIBILITY OR FITNESS FOR AN INTENDED PURPOSE. COMPANY FURTHER AGREES THAT NEITHER BANK NOR ANY OF ITS OFFICERS, DIRECTORS. EMPLOYEES, SHAREHOLDERS. PARENTS. SUBSIDIARIES. AFFILIATES. AGENTS. SUPPLIERS, LICENSORS. SERVICE PROVIDERS OR VENDORS (COLLECTIVELY, INCLUDING BANK, "PROVIDERS") SHALL HAVE ANY LIABILITY FOR ANY LOSS, DAMAGE, CLAIM. JUDGMENT. PENALTIES, COSTS. OR EXPENSES (COLLECTIVELY. "DAMAGES") ARISING OUT OF OR THAT COMPANY OR ANY THIRD-PARTY ASSERTS OR SUSTAINS AS A RESULT OF: (I) COMPANY'S USE OF VBO OR THE ONLINE SERVICES. WHICH SHALL INCLUDE USE BY ANY AUTHORIZED PERSON. PRIMARY ADMINISTRATOR, USER. OR OTHERPERSON TO WHOM ACCESS CODES WERE PROVIDED OR WHOM COMPANY PERMITTED TO USE THE ONLINE SERVICES; (II) ERRORS OR DELAYS (SO LONG AS BANK ACTED IN ACCORDANCE WITH THE TERMS HEREOF); (Ill) ANY TRANSACTION OR ACTIVITY PERFORMED IN COMPLIANCE WITH COMPANY'S INSTRUCTIONS OR DIRECTIONS OR FOR COMPANY'S BENEFIT; (IV) BANK'S ACTION OR INACTION IN RELIANCE UPON ANY INFORMATION RECEIVED FROM ANY PERSON REASONABLY BELIEVED BY BANK TO BE AN AUTHORIZED PERSON; (V) BANK'S REFUSAL TO COMPLETE A TRANSACTION BASED ON ITS GOOD-FAITH BELIEF THAT THE TRANSACTION MAY BE UNAUTHORIZED; (VI) ANY TRANSACTION, INQUIRY OR ACTIVITY INITIATED USING APPLICABLE SECURITYPROCEDURESAND/ORACCESSCODES; (VII) COMPANY'S BREACH OF ANY TERM OR CONDITION IN THE AGREEMENT; (VIII) COMPANY'S FAILURE TO REPORT ANY ERROR, DISCREPANCY OR OTHER UNAUTHORIZED TRANSACTION WITHIN THE APPLICABLE TIME PERIOD; (IX) COMPANY'S FAILURE TO REPORT A BREACH OF CONFIDENTIALITY OF SECURITY PROCEDURES;
    (X) THE WILLFUL MISCONDUCT, NEGLIGENCE, ACTION OR OMISSION ON THE PART OF COMPANY OR ANY INDIVIDUAL AUTHORIZED BY COMPANY TO ACT ON COMPANY'S BEHALF; OR (X) ANY COURT ORDER WHICH PROHIBITS WITHDRAWALS OR TRANSFERS, SUCH AS A GARNISHMENT, LEVY OR OTHER LEGAL PROCESS. IN NO EVENT SHALL ANY PROVIDER BE LIABLE TO COMPANY OR ANY THIRD-PARTY FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR DAMAGES. WITHOUT LIMITING OR DIMINISHING THE GENERALITY OF THE FOREGOING TERMS, IF BANK REIMBURSES OR PAYS COMPANY FOR ANY DAMAGES IN CONNECTION WITH ANY TRANSACTION UNDER THIS AGREEMENT, COMPANY AGREES THAT AS A CONDITION PRECEDENT TO SUCH REIMBURSEMENT, COMPANY MUST TRANSFER ALL OF ITS RIGHTS RELATING TO SUCH TRANSACTION OR CLAIM TO BANK AND TO ASSIST BANK IN ANY EFFORTS OR LEGAL ACTIONS THAT BANK MAY TAKE TO RECOVER THOSE AMOUNTS FROM ANY THIRD-PARTY.
    
    24.3. Relationship of Parties. Customer and Financial Institution acknowledge and agree that the relationship between Financial Institution and Customer 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 them.
    
    24.4. Notification in the Event of Claim. The Customer agrees to immediately notify the Bank of any Claim by the Customer, or any Claim that is made to the Customer by a third party, where an act or omission by the Bank in connection with any Service is alleged to have caused the Customer or such third party to sustain any damages.
    24.5. Other Limitations. The Customer agrees that any Deposit Account(s) it may have at the Bank may be subject to additional liability limitations that are described in the Deposit Account Agreement for any such account(s).
    
    24.6. No Fiduciary Relationship. Customer acknowledges that the Bank has not acted as its fiduciary or otherwise as its advisors in connection with the Services provided hereunder. No fiduciary, quasi-fiduciary or other special relationship exists between Customer and the Bank. To the extent not expressly modified by this Agreement, Bank owes only a duty of ordinary care in connection with its provision of the
    
    Services. Customer acknowledges that the Bank’s policies and procedures are general internal guidelines for its own protection and do not establish a higher standard of care for the Bank than may be established by the laws governing your Deposit Accounts.
    
    24.7. Reporting of Errors. The Customer acknowledges that it is not possible for Services provided by the Bank hereunder to be free of operator, program or equipment error, and those errors in processing and compiling account data may occasionally occur, requiring adjustments. As such, the Customer agrees to review and verify all results and to maintain adequate controls for insuring both the accuracy of data transmissions and the detection of errors. Customer must report any errors, irregulars, problems, improper or incorrect transactions of any kind per other provisions in this Agreement and per the Deposit Agreement and/or Terms and Conditions. Unless otherwise required by law, the Bank’s sole responsibility for reporting errors caused by it will be to reprocess information and reports for the applicable period in question and to submit corrected reports at its own expense to the Customer.
25. Indemnification. To the maximum extent permitted by applicable law, Customer shall indemnify and hold the Bank and its affiliates, directors, officers, employees, and agents, individually and collectively, harmless, promptly after receipt of a written request from the Bank for such indemnification, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, regulatory actions, fines, penalties, costs (including without limitation the fees and the expenses of legal counsel to the Bank and internal expenses of the Bank), expenses, or disbursements of any kind or nature whatsoever and by whomsoever brought or caused (the “Indemnified Liabilities”) which may be imposed upon, incurred by, or asserted against the Bank, its officers, directors and employees in any way relating to or arising out of this Agreement, the Services, a representation or warranty of Customer, transfer, any investigation or proceeding brought by any governmental authority whatsoever, any subpoena, order, levy, garnishment or request, or any action taken or omitted by the Bank or Customer under this Agreement (an "Indemnification Event"). Upon the occurrence of an Indemnification Event, the Bank shall provide prompt written notice to Customer except where disclosure is prohibited by applicable law or the Bank has been instructed by a governmental authority that disclosure would hamper an ongoing investigation.
    
    THE BANK AT ITS SOLE DISCRETION MAY HOLD FUNDS IN SUCH AMOUNT AS IT DEEMS NECESSARY TO COVER THE INDEMNIFIED LIABILITIES OR INDEMNIFIED LIABILITIES THAT ARE LIKELY TO OCCUR IN THE BANK’S OPINION. SPECIFICALLY, IN ORDER TO FUND CUSTOMER’S OBLIGATIONS UNDER THIS PARAGRAPH, THE BANK MAY REQUIRE, AT ANY TIME, THAT CUSTOMER ESTABLISH AN ACCOUNT AT THE BANK TO BE HELD FOR THE BENEFIT OF THE BANK (THE "INDEMNIFICATION RESERVE"). THE INDEMNIFICATION RESERVE SHALL BE SEPARATE AND APART FROM ANY OTHER RESERVE ACCOUNT ESTABLISHED UNDER THIS AGREEMENT. THE INDEMNIFICATION RESERVE SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT. IN ITS SOLE DISCRETION, THE BANK MAY HOLD THE INDEMNIFICATION RESERVE FOR UP TO TWO (2) YEARS AFTER TERMINATION OF THIS AGREEMENT OR UPON THE RESOLUTION OF ANY INDEMNIFICATION EVENT, WHICHEVER IS LATER. THE INITIAL INDEMNIFICATION RESERVE SHALL BE $0, AND THE BANK HAS THE RIGHT TO REQUIRE AN INCREASE TO SUCH AMOUNT WITH FIVE (5) DAYS PRIOR WRITTEN NOTICE, IN ITS SOLE DISCRETION, OR THE BANK MAY TRANSFER FUNDS FROM OTHER CUSTOMER ACCOUNTS TO FUND THIS INDEMNIFICATION RESERVE. CUSTOMER SHALL PROMPTLY REPLENISH ANY AMOUNTS WITHDRAWN FROM THE INDEMNIFICATION RESERVE BY THE BANK IN ORDER TO MAINTAIN THE REQUIRED LEVEL OF THE INDEMNIFICATION RESERVE.
    
    In addition to other indemnification and liability provisions elsewhere in this Agreement and any applicable Product Schedule, to the fullest extent allowed by law, you will be liable for, hold harmless, and will indemnify Financial Institution, and their employees and agents from and against all claims of any sort by third parties or others arising out of this Agreement and any applicable Product Schedule, including all losses and expenses incurred by Financial Institution arising out of your failure to report required changes, transmission of incorrect data to Financial Institution, or failure to maintain compliance with all laws, regulations and rules. Except for those losses caused directly by Financial Institution’s failure to exercise ordinary care or to act in good faith, you agree to indemnify and hold Financial Institution, its officers, directors, shareholders, agents, employees, and affiliates, and their respective officers, directors, agents and employees, harmless from and against any and all losses, costs, suits, damages, claims, liabilities and expenses (including reasonable attorneys’ fees) arising from or related in any way to (i) any Services performed in connection with this Agreement and any applicable Product Schedule, (ii) Financial Institution’s action or inaction in accordance with or reliance upon any instructions or information received from any person reasonably believed by Financial Institution to be an authorized representative of you or Authorized User, (iii) your breach of any of your covenants, agreements, responsibilities, representations or warranties under this Agreement and any applicable Product Schedule, and/or (iv) your breach of applicable laws, rules or regulations. In addition to the indemnification protections addressed elsewhere in this Agreement, if we take action in reliance on instructions or orders provided by you or anyone with authority to act on your behalf, or if we take any actions permitted under this Agreement, or if you breach any warranty provided in this Agreement or otherwise provided by law, and we incur any loss, damage, liability, cost or expense (including attorneys’ fees and costs), resulting from any demand, action, suit, claim, or proceeding brought or made by any party, you hereby release us from any claims and indemnify and hold us harmless from and against any such liability, loss damage, cost or expense. Additional General Indemnification. Except as otherwise set forth in this Agreement, you agree to indemnify, defend and hold us harmless from all claims, actions, proceedings, fines, costs and expenses (including without limitation, attorney fees and costs) related to or arising out of: (a) your actions and omissions in connection with your Accounts or our services; and (b) our actions and omissions, provided that they are taken/omitted in accordance with this Agreement or your instructions. This provision shall survive the termination of this Agreement.
26. Specific Performance. The Customer agrees that money damages may not be sufficient remedy for any breach of the Agreement and that the Bank shall be entitled to specific performance in addition to any other remedies, at law or in equity, as a remedy for any breach.
27. Termination.
    
    27.1. By the Bank with Cause. The Bank may, in its sole discretion, terminate the Agreement in its entirety or with respect to one or more specified Service(s) effective immediately and without prior notice to Customer if: (i) the Customer fails to maintain adequate collected and available balances to cover all transactions, costs and expenses relating to one or more Service(s); (ii) there is an occurrence of a material change in the Customer’s credit and/or risk analysis criteria as determined by the Bank in its sole and absolute discretion; (iii) the Bank at any time determines in its sole discretion that the Customer or the Customer’s third-party vendor does not meet the Bank’s risk or other qualification requirements; (iv) there is an occurrence of a material change in Customer’s credit and/or risk analysis criteria as determined by Bank in its sole and absolute discretion, and Customer refuses to execute the Bank’s "Treasury Management Services Guaranty" upon request of Bank; (v) Bank discovers any willful misconduct (including but not limited to writing or knowingly passing bad checks, or types of fraudulent activity) on the part of Customer or any other party with respect to electronic images submitted by Customer if Customer utilizes the Bank’s Remote Capture Services or originated electronic entries if the Customer utilizes the Bank’s ACH Services; (vi) the Customer is in default of any terms of a Service specific provisions of this Agreement where such default gives Bank the right to terminate, immediately or otherwise, the Agreement or a specific Service; (vii) the Customer has selected a particular Service, but Customer has not used such Service for a period of time deemed to constitute an inactive Service by Bank (in Bank’s sole discretion); (viii) the Customer is in default of any terms of the Agreement or any other agreement with the Bank; (ix) Customer fails to maintain any amount required by Bank to be held in an Indemnification Reserve pursuant to the terms of this Agreement; or (x) Customer is in violation, in the opinion of the Bank, of any applicable federal or state law, including the provisions of the Unlawful Internet Gambling Enforcement Act. In any of these events, the Bank’s sole obligation shall be to provide notice of its termination of the Agreement to the Customer as soon as is commercially reasonable.
    
    27.2. By Either Party for Any Reason. Generally speaking, either party may terminate the Agreement, with or without cause, in its entirety or with respect to one or more specified Service(s) at any time, upon thirty (30) days written notice to the other of its intent to do so. However, notwithstanding other Sections in this Agreement, Financial Institution may immediately terminate this Agreement and/or any applicable Product Schedule without notice if, (a) you or we close your Account(s), or (b) in Financial Institution’s sole discretion, Financial Institution determines that you have abused these services or Financial Institution believes that it will suffer a loss or other damage if the Agreement and/or applicable Product Schedule is not terminated. Financial Institution’s election to terminate this Agreement and/or any applicable Product Schedule is in addition to any and all other remedies that may be available to Financial Institution and will not affect any obligations you may have to Financial Institution. Any reinstatement of the Service under this Agreement and/or any applicable Product Schedule will be at Financial Institution’s sole discretion and must be agreed upon in writing by an authorized representative of Financial Institution.
    
    27.3. Rights and Responsibilities upon Termination. In the event of termination of the Agreement or any Service hereunder, the rights and responsibilities of the parties shall continue through any applicable settlement period including the Customer’s responsibility to pay the Bank for Service(s), and to maintain an Indemnification Reserve or a Reserve Account as otherwise stated in this Agreement, with respect to transactions processed prior to the effective date of termination. If this Agreement, or any Service, is terminated by Bank, Bank may accelerate all amounts due and to become due under this Agreement, and Customer shall promptly make full payment to Bank of all amounts due and amounts incurred under this Agreement. If Customer utilizes the Remote Capture Services, termination of this Agreement for any reason shall automatically terminate the limited license to the Processing Software granted in the Remote Capture Services Section, and Bank has the right to demand immediate return or deletion of the Processing Software, return of any processing equipment that has been provided to Customer by the Bank, and return or destruction of all Documentation (as those terms are defined in the Remote Capture Services Section). Customer agrees that Customer’s failure to return any related processing equipment to Bank will result in the value and cost of such equipment being charged to the Customer’s associated accounts, to include any fees or cost incurred on behalf of Bank in its collection efforts, including but not limited to, its attorney fees.
    
    As more fully described in the Deposit Agreement and/or Terms and Conditions, at any time, we may also close this Account for any reason, end these treasury management services and tender the Account balance personally or by mail or other option per the Deposit Agreement.
    
    
28. Governing Law; Limitations. The Customer and the Bank agree that any controversy or Claim (as that term is defined elsewhere in this Agreement) between the Customer and the Bank, or between the Customer and any of the officers, employees, agents, or affiliated companies of the Bank, arising out of or relating to the Agreement, any of the transactions contemplated under the Agreement, any of the Services provided pursuant to the Agreement, any of the discussions or negotiations leading up to the making of the Agreement, any relationship that results from any of the foregoing, whether based in contract, or an alleged tort, or on any other legal theory, and whether asserted as an original or amended claim, counterclaim, cross claim, or otherwise, shall be governed by federal law and all applicable substantive laws of the State of Texas (without regard to its conflict of laws principles). The Bank is located in Texas and that is where the Customer opens the Customer account(s). In addition, Bank is subject to certain federal and state regulations, as well as national and local clearing house rules regarding some of the matters addressed in this Agreement, and Bank must comply with these laws, regulations and rules. The Customer agrees that if there is any inconsistency between the terms of this Agreement and any applicable law, regulation or rule, the terms of this Agreement will prevail to the extent any such law, regulation or rule may be modified by agreement.
    
    Customer and the Bank (a) hereby irrevocably and unconditionally submit to the jurisdiction of the state courts of the State of Texas and to the jurisdiction of any state or federal court located in the State of Texas for the purpose of any suit, action or other proceeding arising out of or based upon this Agreement, (b) agree not to commence any suit, action or other proceeding arising out of or based on this Agreement except in the state courts of the State of Texas or any federal court located in the State of Texas, and (c) hereby waive, and agree not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, any claim that is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court.
    
    
29. Assignment. The Customer may not assign all or any part of its rights or obligations under the Agreement without the Bank’s prior express written consent, which may be withheld in the Bank’s sole discretion. No assignment will be valid or binding on Bank, and Bank will not be considered to have "knowledge" of it, until Bank consents and the assignment is noted in Bank’s records. By noting the assignment, Bank does not, however, have any responsibility to assure that the assignment is valid. The Bank may assign or delegate all or any part of its rights or obligations under the Agreement, including, without limitation, the performance of the Services described herein. The Agreement will be binding on and inure to the benefit of the successors and permitted assigns of either party.
    
    
30. No Third-Party Beneficiaries. The Agreement is for the benefit of the Customer and the Bank and is not intended to grant, and shall not be construed as granting, any rights to or otherwise benefiting any other person, except as expressly otherwise provided for in the Agreement.
31. Other Agreements; Severability; Construction. If any provision of the Agreement or of any writing used in connection with the Agreement is unlawful or unenforceable, each such provision or writing will be without force and effect without thereby affecting any other provision hereof. No waiver of the provisions herein shall be effective unless in writing and signed by the party to be charged with such waiver. No waiver shall be deemed a continuing waiver unless expressly so stated in writing. The headings in the Agreement are for convenience or reference only and will not govern the interpretation of the provisions. Unless it would be inconsistent to do so, words and phrases used in the Agreement should be construed so the singular includes the plural and the plural includes the singular. In addition, any dispute arising from or related to the Customer’s accounts with the Bank or the Services provided hereunder shall be governed by applicable federal laws and regulations, the NACHA Rules (with respect to the ACH Service), Federal Reserve Bank Rules and Operating Circulars, and general commercial bank practices applicable to accounts such as those held by the Customer and Services such as those offered hereunder. Any provision that by its terms or operation is designed to survive termination, expiration or cancellation of this Service shall so survive.
    
    Your use of these Treasury Management Services is also subject to the following limitations:
    
    31.1. Dollar Amount. There may be a limit on the dollar amount of the transactions you can make using these Services. 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.
    
    31.2. 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 these Services. These limits are for security reasons and are subject to change.
    
    31.3. Foreign Transactions. No Payments may be made to Payees outside the United States unless the Customer has been specifically approved by the Financial Institution.
    
    31.4. Additional Limitations. Additional limitations may be contained in this Agreement or the applicable Product Schedule. Your ability to initiate transactions may also be limited by the terms of other agreements you have with the Financial Institution or by applicable law.
32. Attorneys’ Fees. Except as otherwise provided in this Agreement, the parties shall be responsible for their own costs and expenses related to this Agreement and their respective obligations hereunder. In the event of any dispute between the parties arising under this Agreement, the prevailing party shall be compensated for all reasonable fees, costs, and expenses associated with such dispute by the non-prevailing party.
33. Compliance Management. Customer shall implement compliance management systems designed to effectively monitor compliance with the applicable law related to the Service and the Customer’s business and activities. Such compliance management systems shall include, but will not be limited to, designing policies and procedures to comply with any applicable law, and addressing and monitoring consumer complaints. Customer certifies to the Bank that it has policies and procedures for complying with the Bank Secrecy Act ("BSA"), including Know Your Customer ("KYC"), Anti-Money Laundering ("AML") and Office of Foreign Assets Controls ("OFAC") compliance which incorporate strategies to deter money laundering for terrorist funding. Management of Customer shall take all necessary actions to implement such policies and procedures and oversee compliance within its organization. The Bank may request information with respect to Customer’s compliance management program from the Customer, and the Customer shall provide such information within five (5) Business Days of such request. Customer represents that its managing officers, directors or similarly designated personnel has adopted pertinent policies, procedures and internal controls with respect to the Service, consistent with Customer’s obligations under applicable federal and/or state law and regulation.
34. Periodic Due Diligence Review. In addition to any other audit rights contained herein, Bank shall have the right to audit on a daily basis Customer’s compliance with this Agreement, applicable law, and the Bank’s policies and procedures through due diligence and inspection, including, but not limited to, (i) all accounting records, payment records, purchase orders and end-user customer data information; (ii) an assessment of Customer’s AML program; (iii) the testing of Customer’s AML compliance program; (iv) evaluation of the written procedures for the operation of Customer that relate in any manner to BSA/AML compliance; (v) Customer’s written employee screening practices; and (vi) on-site visits. Customer shall cooperate with all due diligence reviews by the Bank in accordance with the Bank’s internal review criteria. Customer shall immediately provide to the Bank any due diligence-related information and assistance as the Bank may require performing any such review. Customer’s failure to meet the requisite criteria or to provide sufficient information or assistance when requested shall constitute a breach of this Agreement and shall permit the Bank to terminate this Agreement immediately upon notice to Customer. If a due diligence review is required due to any actions of Customer that are determined by the Bank, to be appropriate to address concerns of or respond to any governmental authority with oversight over either Customer or the Bank, or is conducted to avoid the potential for consumer harm, Customer will reimburse the Bank for all costs and expenses associated with the due diligence review.
35. Parties’ Additional Responsibilities.
    35.1. Physical and Electronic Security. You are solely responsible for providing for and maintaining the physical, electronic, procedural, administrative, and technical security of data and systems in your possession or under your control. We are not responsible for any Access Device viruses (including, without limitation, programs commonly referred to as “malware,” “keystroke loggers,” and/or “spyware”), problems or malfunctions resulting from any Access Device viruses, or any related problems that may be associated with the use of an online system. Any material downloaded or otherwise obtained is obtained at your own discretion and risk, and Financial Institution is not responsible for any damage to your Access Device or operating systems or for loss of data that results from the download of any such material, whether due to any Access Device 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. Financial Institution is not responsible for any errors or failures resulting from defects in or malfunctions of any software installed on your operating systems.
    
    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” or “pharming” or “business email compromise”, and there are many other types of fraud). You agree to educate your representative(s), agents, and employees as to the risks of such fraud and to train such persons to avoid such risks. You acknowledge that Financial Institution will never contact you by e- mail in order to ask for or to verify Account numbers, Security Devices, or any sensitive or confidential information, and will never provide links to websites in e-mails that Financial Institution transmits to you. In the event you receive an e-mail or other electronic communication that you believe, or has reason to believe, is fraudulent, you agree that you shall not respond to the e-mail, provide any information to the e-mail sender, click on any links in the e-mail, or otherwise comply with any instructions in the e-mail. To the extent allowed by law, you agree that Financial Institution is not responsible for any losses, injuries, or harm incurred by you as a result of any electronic, e-mail, or internet fraud.
    
    In the event of a breach of the Security Procedure, you agree to assist Financial Institution in determining the manner and source of the breach. Such assistance shall include, but shall not be limited to, providing Financial Institution or Financial Institution’s agent access to your hard drive, storage media and devices, systems and any other equipment or device that was used in breach of the Security Procedure. You further agree to provide to Financial Institution any analysis of such equipment, device, or software or any report of such analysis performed by you, your agents, law enforcement agencies, or any other third party. Your failure to assist Financial Institution shall be an admission by you that the breach of the Security Procedure was caused by a person who obtained access to your transmitting facilities or who obtained information facilitating the breach of the Security Procedure from you and not from a source controlled by Financial Institution.
    
    35.2. Reporting Unauthorized Transactions. You should contact us immediately per this Agreement if you believe your User Name or Password have been lost, stolen, compromised, or someone has transferred or may transfer money from your Account without your permission, or if you suspect any fraudulent activity on your Account. Customer also agrees to and acknowledges additional provisions in the Deposit Agreement and/or Terms and Conditions.
    
    35.3. Duty to Inspect. You shall inspect all transaction history, reports, journals, and other material evidencing the output of the Service(s) performed by Financial Institution. You must report all errors to the Financial Institution 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 thirty (30) 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 Financial Institution any claims arising from the error or any loss caused by the error.
    
    35.4. Financial Information. Financial Institution may from time-to-time request information from you in order to evaluate a continuation of the Service(s) to be provided by Financial Institution hereunder and/or adjustment of any limits set by this Agreement or any applicable Product Schedule. You agree to provide the requested financial information immediately upon request by Financial Institution, in the form required by Financial Institution. If you refuse to provide the requested financial information, or if Financial Institution concludes in its sole discretion that the credit risk of you is unacceptable, Financial Institution may terminate the Service according to the provisions hereof. You authorize Financial Institution to investigate or re-investigate at any time any information provided by you in connection with this Agreement or any applicable Product Schedule or any Services and to request reports from credit bureaus and reporting agencies for such purpose.
    
    35.5. Deadlines. You shall deliver or transmit all data or information to Financial Institution by the deadline(s) as specified by the Bank or any applicable Product Schedule and the Operating Instructions. Financial Institution shall have no obligation to process data or perform the Service if the data is not received by the Financial Institution by the specified deadline.
    
    35.6. Payment for Services. You agree to pay Financial Institution the fees established by Financial Institution for rendering the Services under the terms of this Agreement or any applicable Product Schedule. Depending on which Online Banking services you subscribe to, you will be charged the applicable Online Banking fees as set forth in our General Information and Fee Schedule hereby incorporated by reference and made a part hereof. Once you have subscribed, you will be charged the applicable Monthly Fee(s) whether or not you use Online Banking. The Financial Institution may change or add any fees for Online Banking by the procedures outlined in Article IX for amending this Agreement. Fees charged for Online Banking under this Agreement are in addition to any service charges or fees that apply to your accounts with us. You authorize the Financial Institution to deduct all applicable Monthly Fees from any Account listed on the Authorization Form. If you close the Account(s) associated with the Service, Fees may be deducted from any other account you maintain with us or any of our affiliates. Furthermore, Financial Institution may set off against any amount it owes to you in order to obtain payment of your obligations under this Agreement or any applicable Product Schedule. In addition to the Service fees, you agree to pay for all taxes, tariffs and assessments levied or imposed by any government agency in connection with the Service, this Agreement, and/or the software or equipment made available to you (excluding any income tax payable by Financial Institution). You are also responsible for the costs of any communication lines and any data processing charges payable to third parties. Please also see the Provisions on various fees in the Deposit Agreement and/or Terms and Conditions and such provisions are incorporated by reference.
    
    35.7. Required Deposit Balance. You agree to maintain the minimum collected balance ("Required Deposit Balance") in the amount and in the account specified in the Product Schedule establishing the terms and conditions of the specific Services selected by you and the set of detailed instructions ("Operating Instructions") establishing the procedures and operating instructions governing the Service.
    
    35.8. Data and Information Supplied by You. You shall transmit or deliver data and other information in the format and on the media as provided for in the Product Schedule and the Operating Instructions if applicable or as otherwise required by the Financial Institution in conjunction with rendering the Service(s) selected by you. You shall have the sole responsibility of ensuring the accuracy and correctness of the data transmitted. You acknowledge and agree that Financial Institution shall not examine the data for correctness and the Financial Institution 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. Financial Institution shall not process, and Financial Institution shall not be liable to you for failure to process, the data if it is not in the format specified by Financial Institution or if the data is incomplete. Financial Institution 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 the Agreement or any applicable Product Schedule and the Operating Instructions.
    
    35.9. 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 Financial Institution 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.
    
    35.10. Use of Services. You will use the Services only for your own internal business use in accordance with the terms of this Agreement. Without limiting the generality of the foregoing, you agree not to make the Services available or allow use of the Services in a computer bureau service business, time-sharing, or otherwise disclose or allow use of the Service by or for the benefit of any third party. FURTHER, YOU REPRESENT AND WARRANT THAT NONE OF THE ACCOUNTS HAVE BEEN ESTABLISHED OR ARE BEING OR WILL BE USED FOR PERSONAL, FAMILY OR HOUSEHOLD PURPOSES AND THAT YOU ARE NOT A "CONSUMER" UNDER “REGULATION E” ELECTRONIC FUNDS TRANSFER ACT (HEREIN, "REG. E").
    
    35.11. The Financial Institution’s Responsibilities. Financial Institution agrees to use ordinary care in rendering Services under this Agreement and any applicable Product Schedule. You recognize and agree that ordinary care does not mean error free. You agree to pay all attorneys’ fees, costs and expenses Financial Institution may incur in collecting any sums you owe to Financial Institution for overdrafts, service charges or otherwise or in enforcing any rights Financial Institution may have under the terms of this Agreement and any applicable Product Schedule or applicable law, rule or regulation applicable to your account(s) or the Services rendered by Financial Institution under this Agreement and any applicable Product Schedule. You also agree to pay all attorneys’ fees, costs and expenses that Financial Institution may incur as the result of defending any claim or action made against Financial Institution by you, or on your behalf where Financial Institution is found not to be liable for such claim. In no event shall Financial Institution be liable to you for attorneys’ fees incurred by you in any action brought by you against Financial Institution.
    Our sole responsibility for an error in a transfer will be to correct the error. Without limiting the generality of the forgoing, we will not be responsible for the following matters, or for errors or failures of our Services as result of:
    
    35.11.1. Access. We will not be liable under this Agreement or any applicable Product Schedule for 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.
    
    35.11.2. Your Access Device Equipment & Your Software. We will not be responsible for any errors or failures from any malfunction of your Access Device or any virus or other problems related to your computer equipment used with our 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 browser (Mozilla Firefox®, Microsoft Internet Explorer®, or otherwise), your Internet service provider, your personal financial management or other software (such as Quicken® or Microsoft Money®), or any equipment you may use (including your telecommunications facilities, Access Device hardware and modem) to access or communicate with the Online Banking Services.
36. Provisions regarding a Specific Transaction or Instruction.
    
    36.1. We will likely not honor a request for a Transfer if: (i) exceeds your available funds on deposit with the Financial Institution; (ii) it is not in accordance with any condition indicated by you and agreed to by the Financial Institution; (iii) the Financial Institution 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 Financial Institution policy, procedure or practice; or, (vii) it is for the protection of the Financial Institution or you, the Financial Institution has reasonable cause not to honor.
    
    36.2. You acknowledge that if you are requesting a transfer on deposited funds, you acknowledge that deposits you have made and/or will make can later be returned, questioned or challenged. Thus, if you decide to transfer funds based on deposited funds, you acknowledge that if checks or other credits are later reversed or debited, the account will be debited for the amount of the check(s) or questioned deposits which may cause the account balance to become overdrawn. You agree that if the Bank has credited my account for any transaction, such payment may be provisional until the Bank receives final settlement for the transaction. If the Bank does not receive final settlement, it is entitled to a refund, and the Bank may charge your Account for the amount credited. Even if the Bank receives a final settlement under Reg CC or the UCC, you acknowledge that such a credit can still be reversed for three years or longer if the deposit is later questioned or challenged. YOU AGREE THAT EVEN IF A TELLER OR OTHER BANK EMPLOYEE TELLS ME THAT A CHECK HAS “CLEARED” OR THAT FUNDS ARE “GOOD” OR MAKES SIMILAR STATEMENTS, THERE ARE MANY TIMES ITEMS CAN STILL BE LEGALLY OR LAWFULLY RETURNED OR CHALLENGED AND THE FUNDS CAN STILL BE DEDUCTED FROM MY ACCOUNT.
    
    36.3. ACH Transactions; International ACH Transactions. From time to time, you may be a party to an ACH transaction that may be credited to or charged against your Account. You agree that you are bound by all applicable automated or other clearing house rules and regulations that apply to such transactions. Some transactions may be converted to ACH transactions by merchants with whom you conduct transactions. Merchants converting checks into ACH transactions at the point of sale should return the voided check to you, and you should dispose of it in a secure manner. Merchants receiving your check by mail should give you notice of the conversion to an ACH item and should destroy the check following conversion. If a merchant converts a check you write into an ACH transaction, then that item will be collected electronically and charged against your Account and that may happen more quickly than a typical transaction with a paper check. You should only write a check if you have sufficient funds in the account to immediately pay the check. For ACH transactions, you: (i) will not receive any copy of a cancelled check with your monthly statement; (ii) your ability to place a stop payment will be limited or may be eliminated; and (iii) your Account will need sufficient available funds to cover the debit. Whether your check is converted to an ACH item by the merchant at the point of sale or at the merchant’s lockbox, a description of the transaction will appear on your periodic statement from us. Financial institutions are sometimes required by law to scrutinize or verify any international ACH transaction that they receive against the Specially Designated Nationals list of the Office of Foreign Assets Control. This action may, from time to time, cause us to temporarily suspend processing of an International ACH Transaction and potentially affect the settlement or availability of such payments.
    
    36.4. Wire and Other Funds Transfers. We have rules and security procedures for initiating and receiving funds transfers, to the extent you originate or receive funds transfers on your Account that are not subject to the Electronic Fund Transfer Act or Regulation E. These rules and procedures may change from time to time and may require that you sign a Wire Transfer Agreement before we initiate certain funds transfers. In the event you do not execute a separate Wire Transfer Agreement, you agree to be bound by any rules and procedures then in effect governing the use of any system through which the funds may be transmitted including, but not limited to, Federal Reserve Board Regulation J with regard to FEDWIRE. You will receive confirmation of executed funds transfer payment orders in the periodic statements provided by us to you. Except for FEDWIRE funds transfers, any credit we give you is provisional (not final) until we receive final payment. If we do not receive final payment, you agree that we may reverse the credit to your Account or that you will otherwise reimburse us if funds in your Account are not sufficient. If a funds transfer is credited to your Account in error, you agree to not use the funds and agree to return the funds to the proper party. If there is ever any inconsistency or conflict between the account number and the name of a recipient on an instruction or payment order, we may rely exclusively on the account number and bank identification number contained in a payment order rather than the name. If you give us a payment order that is erroneous in any way, you agree to pay the amount of the order whether or not the error could have been detected by any security procedure we employ. We shall have no liability for failing to detect any error contained in any payment order sent by you to us. By using any of our funds transfer services, you acknowledge and agree that our methods and procedures for the authorization and authentication of funds transfers constitute commercially reasonable security procedures under applicable law. If you decide not to implement any reasonable security procedures recommended by the Bank or otherwise request to originate funds transfers without following the reasonable security procedures recommended by the Bank, you assume all risk of loss on such transactions. Additionally, if a funds transfer is originated fraudulently due to a breach or unauthorized access of your systems or the systems of a person with whom you communicate with which causes fraudulent instructions to be given to you or given to us by you or by the use of your systems or the systems of a person with whom you communicate, you assume all risk of loss on such transactions. For the improper delay or improper completion of funds transfer as a result of our error, our liability shall be limited to payment for loss of interest on the use of the funds. Interest shall be calculated on the basis of the average Federal Funds rate for the period involved. Any such compensation will be paid, in our option, by either a lump sum payment of cash, or a credit to your Account with us. Amendments to a payment order must be provided to us at least three (3) business days prior to our execution of the payment order. We may record any telephone conversations or data transmissions that initiate or amend payment orders. Please also see the Wire Agreement provisions contained in this Agreement or in any separate agreement or in the Bank’s Deposit Agreement and/or Terms and Conditions, and you hereby confirm your agreement to same.
37. Miscellaneous Other Provisions.
    
    37.1. Changes in Terms and Other Amendments. The Financial Institution may amend the terms of this Agreement and any applicable Product Schedule and alter, change, or modify the Services provided under the terms of this Agreement, (including the fees and charges for Services listed) or any supplemental agreement at any time in its sole discretion by giving written notice to you. If required by agreement or by applicable law, notice will be given for the required applicable number of days in advance of such amendments by mailing a copy of the amendment to you at your most recent address shown on our records or, if you have previously agreed, by providing notice delivered to the last email address you have provided us. Your continued use of the Services shall constitute your agreement to such amendment. No amendments requested by you shall be effective unless received in writing by Financial Institution and agreed to by the Financial Institution in writing.
    
    37.2. Electronic Notices. We may deliver to you any required disclosures and other notices concerning these Services or your Accounts by email or other appropriate electronic means in accordance with Financial Institution’s Electronic Statement Delivery Authorization and Agreement or similar document.
    
    37.3. You may use email to contact us about inquiries, maintenance and/or some problem resolution issues. Email may not be a secure method of communication. Thus, we recommend you do not send confidential personal or financial information by email. There may be times when you need to speak with someone immediately (especially to report a lost or stolen Password, or to stop a payment). In these cases, do not use email. Instead, you should call us at the number provided in this Agreement.
    
    37.4. Hours of Operation. Generally speaking, our representatives are available to assist you from the hours of 8:00 a.m. to 5:00 p.m. CST Time (Standard or Daylight), Monday through Friday, except holidays.
    
    37.5. Ownership of Website. The content, information and offers on our website are copyrighted by Financial Institution and/or Vendor and the unauthorized use, reproduction, linking or distribution of any portions 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 the Sites, except as provided in this Agreement, without our express written permission. Unless otherwise noted, all other trademarks, service marks, and logos used on the Financial Institution’s sites are the trademarks, service marks or logos of Financial Institution, or others as indicated.
    
    37.6. Web-linking Practices. Financial Institution may provide access to information, products or services offered on other third-party web sites. The Financial Institution is not responsible for, nor does control, the content, products, or serviced provided by linked sites. The Financial Institution 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 Financial Institution and have a privacy policy different than that of the Financial Institution. Your access, use and reliance upon such content, products or services is at your own risk.
    
    37.7. Deposit Account Agreement. You acknowledge and agree that your demand deposit account maintained with Financial Institution is an integral part of the Services offered by Financial Institution and that all transactions and Services initiated or processed pursuant to this Agreement are subject to the terms and conditions of the rules, regulations and agreement (“Deposit Agreement” and/or "Deposit Account Agreement") governing accounts in effect from time to time between you and Financial Institution. The Deposit Account Agreement is expressly incorporated herein by reference. The terms and conditions of this Agreement shall control over any inconsistent terms and conditions of the Deposit Account Agreement. You acknowledge that you have signed and executed all agreements, resolutions, signature cards and forms governing your demand deposit account required by Financial Institution. If you have not signed the foregoing forms required by Financial Institution, by signing this Agreement, you acknowledge that you have read the contents of and agree to be bound by the terms of those forms, agreements and documents, and adopt and ratify, as an authorized signatory(s), the signature(s) of any person(s) who has signed a signature card or any check on your account. You also agree to establish all accounts that must be opened in conjunction with the Service provided by Financial Institution.
    
    37.8. Security Interest. To secure the payment and performance of your obligations set forth herein and under any Service Agreement(s), you grant to Financial Institution a security interest in and pledges and assigns to Financial Institution 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 your monies, instruments, savings, checking and other accounts (excluding IRA, Keogh, trust accounts and other accounts subject to tax penalties if so assigned) that are now or in the future in Financial Institution’s custody or control; (b) any other collateral described in any security instrument securing your obligations to Financial Institution under this Agreement or any other obligation of Third-Party to Financial Institution; and (c) all proceeds and products of the property as well as any replacements, accessions, substitutions, and additions to any of the above.
    
    37.9. Effective Dates. The effective date of this Agreement and any applicable Product Schedule shall be the earlier of the date to which you acknowledge this Agreement, including the signing of any applicable forms, or the date upon which you first use any of the products or services contemplated by this Agreement.
    
    37.10. Internet Disclaimer. For any Service(s) described in the Agreement utilizing the Internet, Financial Institution does not and cannot control the flow of data to or from Financial Institution'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). Financial Institution cannot guarantee that such events will not occur. Accordingly, Financial Institution disclaims any and all liability resulting from or related to such events and in no event shall Financial Institution 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 Financial Institution's ability to connect to the Internet on your behalf.
    
    37.11. Headings. The headings and captions contained in this Agreement and any applicable Product Schedule are included only for convenience of reference and do not define, limit, explain, or modify this Agreement and any applicable Product Schedule or its interpretation, construction, or meaning.
    
    37.12. Severability. The holding of any provision of this Agreement and any applicable Product Schedule as invalid, illegal, or unenforceable, in whole or in part, shall not affect the other provisions of this Agreement and any applicable Product Schedule, which shall remain in full force and effect.
    
    37.13. Waiver. No waiver by the Financial Institution (whether or not in writing) of any term, condition, or obligation of you under this Agreement and any applicable Product Schedule shall bind the Financial Institution to waive the same term, condition, or obligation again, nor shall any other provision, condition, term, or obligation hereof be affected by such a waiver.
    
    37.14. Binding Effect. This Agreement and any applicable Product Schedule shall inure to the benefit of and be binding upon the successors, heirs, trustees, and permitted assigns of the parties hereto.
    
    37.15. Entire Agreement. This Agreement and any applicable Product Schedule constitutes the entire agreement between the parties hereto concerning the subject matter hereof. All contemporaneous agreements or understandings concerning the subject matter hereof, whether oral or written, are merged into this Agreement.
    
    37.16. You acknowledge that the Bank is acting solely as a depositary institution and will not exercise any investment discretion regarding your Account, as this is solely your responsibility. You acknowledge and agree that Vantage Bank Texas is not a “fiduciary” with respect to your Account under any applicable federal or state law or regulation.
    
    37.17. If Customer is not an individual, Customer hereby warrants that the signers of this Agreement have all proper authority to enter into the Agreement and that the business is in good standing. Customer also agrees to produce evidence of such authority and good standing if requested by the Bank.
    
    37.18. Setoff; Security Interest; Subordination of POD Beneficiary Interest. We may (without prior notice and unless prohibited by law) setoff the funds in your Account against any due and payable debt any of you owe us now or that may arise in the future. If you have a multiple- party Account, we may setoff any funds in the Account against a due and payable debt for which any one of you are liable to us now or in the future, to the extent of your liability, including, but not limited to, partnership debts. If your debt arises from a promissory note or guaranty agreement, then the amount of the due and payable debt will be the full amount we have demanded, as entitled under the terms of the note or guaranty, and this amount may include any portion of the balance for which we have properly accelerated the due date, if required.
    
    37.19. Legal Actions Affecting Your Account. We may comply with any “legal process” such as, without limitation, a writ of attachment, execution, garnishment, levy, restraining order, subpoena, seizure, warrant, administrative order (including child support orders), or other legal process which we believe (correctly or otherwise) to be valid. Please understand that such legal process is the result of a third-party undertaking such actions, and the Bank may need to freeze your Account or take the requested action contained in the legal process documents sent to the Bank. Please also see the provisions on such issues in the Deposit Agreement and/or Terms and Conditions and such provisions are incorporated by reference.
    
    37.20. Additional General Provisions.
    
    37.20.1. Company is responsible for meeting its federal income and employment taxes withholding requirements under the Internal Revenue Code ("IRC"). Bank may block or may refuse to process a transaction where, in its sole discretion, it believes that, with respect to the transaction, the Company has failed to meet its withholding obligations under the IRC. If Bank becomes liable or believes that it may become liable for Company's unmet withholding obligations, Bank may (i) debit any one or more of Company's Accounts for the amount for which Bank believes it is or may be liable, (ii) add such amount to any obligation which Company has to Bank, including any overdraft or secured or unsecured loan, or (iii) pursue any other remedy which may be available to it under any deposit agreement, loan agreement, or other agreement with Bank or any remedy available to it under federal or state law.
    
    37.20.2. Absent manifest error, Bank's records shall be conclusive evidence with respect to the matters governed by this Agreement.
    
    37.20.3. Each reference herein to a "check" shall include all "items" under and as defined in Section 4-104(0)(9) of the UCC, and all "substitute checks" as defined in the Check Clearing for the 21st Century Act and Regulation CC of the Board of Governors of the United States Federal Reserve Board.
    
    37.20.4. Bank's obligations, responsibilities and covenants set forth in this Agreement, whether express or implied, shall be suspended if at any time Bank's compliance is prevented by, or is in conflict with, any federal or state law, regulation or rule, the order of any court of competent jurisdiction, acts of God or of the public enemy, war, epidemic, strike, lockout, riot, weather condition, equipment failure or malfunction, material shortage, electric power disruption or shortage, communication failure or other condition or circumstance not wholly controlled by Bank.
    
    37.20.5. Nothing in this Agreement nor any course of dealing between Company and Bank constitutes a commitment or obligation to lend money or extend credit to Company or to otherwise advance money to Company for any reason, including payment of any check or item contrary to Bank's published funds availability schedules.
    
    37.20.6. This Agreement, any service request forms, and any other Treasury Management Documents, (hereinafter commonly referred to as “TM Documents”) required in connection with these Services may be executed and delivered by facsimile or digital copies showing the signatures thereto. The facsimile and digital copies showing the signatures of any of the Parties shall constitute originally signed documents requiring no further execution.
    
    37.20.7. As a condition for Bank's agreement to enter into this Agreement and to provide any one or more of the Services, Company agrees to fully cooperate with Bank and any representative or agent for Bank, to adjust and correct any errors, misstatements or inaccuracies in any TM Documents required in connection with these Services. Upon Bank's request, Company shall promptly, and within thirty (30) days of Bank's mailing of said request, execute such new documents or initial such corrected original documents as Bank may deem necessary to remedy said error, inaccuracy or mistake.
    
    37.20.8. The general terms set forth in this Agreement apply to any Service obtained by Company from Bank, whether or not that particular Service is provided for specifically in this Agreement or in other agreements between Company and Bank and further apply to any new Service(s) introduced by Bank and obtained by Company after the date on which this Agreement is executed and/or delivered to Company.
    
    37.20.9. Company agrees to acquire and use all fraud protection products and services offered by the Bank, and if you do not acquire and use same, if they would have prevented fraud or a loss, you can sue the fraudster but not the Bank.
    
    37.20.10. THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT CONSTITUTE THE ENTIRE AGREEMENT BETWEEN THE PARTIES, SUPERSEDE ALL PROPOSALS, PRIOR AGREEMENTS, AND ORAL DISCUSSIONS RELATING TO THE SERVICES, AND ANY OTHER AGREEMENTS (INCLUDING BUT NOT LIMITED TO DEPOSITORY AGREEMENTS) TO THE EXTENT THAT THEY CONFLICT WITH ANY TERMS HEREIN, EXCEPT AS EXPRESSLY PROVIDED HEREIN. THIS AGREEMENT AND THE TM DOCUMENTS MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS BETWEEN BANK AND COMPANY REGARDING THE SERVICES. THERE ARE NO ORAL AGREEMENTS BETWEEN COMPANY AND BANK REGARDING THE SERVICES THAT ARE NOT INCORPORATED INTO THIS AGREEMENT AND THE TM DOCUMENTS. COMPANY ACKNOWLEDGES THAT, IN ENTERING INTO THIS AGREEMENT, COMPANY HAS NOT RELIED ON, AND HEREBY WAIVES AND DISCLAIMS RELIANCE ON, ANY ORAL PROMISES OR ON ANY REPRESENTATIONS MADE BY BANK OTHER THAN THOSE EXPRESSLY SET FORTH IN THIS AGREEMENT.
38. Service Charges; Other Charges. You acknowledge that you have been provided our current schedule of service charges and, if applicable, interest rates for your Account. You agree that all service charges and any interest rates applicable to the Account may be changed by us from time to time as set forth in this Agreement or other schedules. You agree that we may debit from your Account, even if your Account is dormant, abandoned, or unclaimed, without any further notice or demand, all service charges applicable to your Account, as well as charges for the purchase of checks, drafts, and other products or services ordered by you from or through us. You agree that if your Account is closed during a statement cycle, at the time the Account is closed, we may require payment of all service charges not yet posted to your Account for that statement cycle. We shall not be liable for failing to pay any item presented against your Account if the available balance is insufficient to pay the item because of the debiting of these service and other charges from your Account.
    
    Except as limited by law, you agree to pay us the fees and charges shown in the schedules applicable to your Accounts and for other services we perform. You agree that we may change the fees and charges from time to time and you authorize us to charge your Account for their payment even if the charge results in an overdraft of your Account.
    
    As your bank, we will be presented with various transactions to debit from your account, such as a check or other debits that you appear to have authorized, and such transactions may be presented and/or attempt to debit against your account (such as a preauthorized transfer), and in such cases, if there is more than enough money in the account available, such amounts should be paid out of your account. In the event that there are insufficient funds in your account to pay the item or transaction, you agree that the bank can charge you a fee (generally described as an NSF fee) for not having sufficient funds. As covered in other portions of this agreement or in other agreements, the bank, in its discretion may or may not ultimately return the item or transaction and/or pay the item or transaction, and regardless if the item or transaction is paid or not, you may still be charged an NSF fee regardless of how the bank handles the underlying transaction. Please also be aware that when such an item or payment is rejected or returned, the bank who receives back the unpaid item or other transaction may try to submit the item (or electronic copy of said item) or other transaction again for payment. In other words, as your bank, we generally do not influence or control the number of times a transaction may by presented for payment. You acknowledge that it benefits you to get items/transactions paid. You agree that we may charge you an NSF fee for each time a payment is presented regardless if the other bank is intentionally trying to present the item on more than one occasion. Consequently, you agree that, regardless of the number of times the item or transaction is presented for payment, and regardless of the number of times you do not have sufficient funds in the account to make the payment, the bank can charge you an NSF fee for each time a payment is presented for payment. This provision applies even if the item has been converted into an electronic item under Check 21 or other applicable law and this fee can be charged multiple times if the original item is presented for payment and each additional time that any item or transaction is presented to the account for payment, and you agree that the bank can charge an NSF fee each time there are insufficient funds in the account each time that the item is being presented for payment.
    
    You acknowledge that when you do a transaction based on insufficient funds, whether it be by check, debit card transaction or other transaction, you are causing the bank to provide banking services for trying to pay an item or other transaction when there might not otherwise be funds. Again, the bank retains the discretion of whether or not to pay the transaction however and whenever it is presented to the bank. You acknowledge and agree that the bank can charge an insufficient funds fee or similar fee for each time a banking transaction is presented to the bank. You also acknowledge that even if you write one check or do what you may think is a single transaction, that transaction may be presented to the bank on more than one occasion and could cause more than one fee to be charged by the bank. In other words, for the avoidance of doubt, a “per item” service charge may be assessed by us each time a withdrawal request that will result in an overdraft is presented for payment, even if that “item” represents a single transaction that has been presented multiple times and previously dishonored.
    
    As more fully discussed in other provisions in your agreement, if you ever believe that a charge, error or any other fee or other transaction has been improperly debited out of your account, you must timely report such alleged improper fee or other transaction out of your account. If you do not timely report such an error per other provisions of the agreement, you are prohibited from contesting such a fee or other alleged improper transaction in the future. Your continued use of the account after being charged fees is your acknowledgement that the bank has the right to charge such fees.
    

A. ONLINE BANKING

Vantage Business Online is Vantage Bank Texas' 24-hour, 7-day-a-week online business banking platform. Company and its designees use a secure sign-in process to manage their business accounts and employ a myriad of powerful Treasury Management Services.

1. Vantage Business Online. Among the Services available for use on Vantage Business Online ("VBO") are the following (collectively, the "Online Services"):
   • Account Reconciliation Services
   • Automated Clearing House ("ACH") Services
   • ACH Blocks & Filters
   • Bill Payment Services
   • Deposit Retrieval Services
   • Deposit Reporting
   • E-mail Alerts
   • e-Statements
   • Internal Transfers Services
   • Loan Services
   • Lockbox Services
   • Mobile Alerts
   • Mobile Deposit Capture Services
   • Online Banking
   • Positive Pay Services
   • QuickBooks®, Quicken®, Microsoft Money® Interface Services
   • Remote Deposit Capture Services
   • Stop Payment Services
   • Tailored Data Solutions
   • Target/Zero Balance Account Services
   • Wire Transfer Services
     
     1.1. Access to VBO. Company will only be granted access to and agrees only to access VBO to transact or conduct the Online Services selected by Company in the TM Documents. Company may only transact those Online Services that Bank has agreed to provide and has implemented for Company. If an Online Service not selected by Company is activated by Bank, and Company uses the Service, Company agrees to be bound by all the terms, fees, and conditions of this Agreement and applicable to such Online Service. Availability of VBO and the Online Services may be suspended for brief periods of time for purposes of maintenance and updating or revising the software, or as a result of technical or other issues that may arise from time to time. Company may access VBO through Vantage Bank's Mobile App and agrees to be bound by the specific terms for Mobile Banking Services contained herein, and any other terms and conditions for the Mobile App that may be in effect from time to time.
     
     1.2. Computer Equipment and Software. To access VBO and use the Online Services, Company needs a computer or other device with access to the Internet. Company must first obtain access to the Internet with compatible hardware, software and web browser. Bank requires Company to use a web browser that supports adequate security measures including SSL encryption technology or additional security measures as Bank may require from time to time. Bank also requires that Company have Adobe Acrobat Reader, the version of which must be compatible with this Service and which may change from time to time, to access Portable Document Format ("PDF") documents. Obtaining and maintaining adequate Internet access is Company's sole responsibility, and Company is solely responsible for all Internet Service Provider ("ISP") fees and costs. Company understands that Bank is not responsible for any computer virus, malware attack, or related problems that may be associated with Company's use of the internet in general or Company's use of VBO or the Online Services via the Internet. Company agrees to download and install any and all security software required by Bank and to install all updates, patches and/or any other amendments or modifications to the same as necessary. Company agrees not to access the VBO website or to use any Online Services unless any and all required security software is duly installed.
     
     1.3. Account Access. Company may access its designated accounts online, including checking, savings, certificates of deposit, ICS accounts, or loan accounts, (collectively, the "Online Accounts"). Any request to add an account must be submitted to Bank in writing on a service request. Such service request may be facilitated via online by and through the designation or actions of the Primary Administrator, or as otherwise designated by Bank, in its sole distraction. The Online Accounts may be provided a unique Client Number. If any of Company's accounts not designated by Company are added to the Online Accounts, and Company uses any Services on such account, Company agrees to be bound by all the terms, fees, and conditions of this Agreement with regards to that account. Company may elect to "link" related business entities listed on the Master Authorization And Related Companies form and understands that any such account can be accessed by any Authorized Person.
     
     1.3.1. Access Codes. Company will gain access to VBO and the Online Services through the use of Company's Internet-enabled device(s), User ID, and Password (collectively, the "Access Codes"). Bank will establish the Access Codes and provide them to the Users during the implementation process. The Primary Administrator shall be responsible for granting and revoking the authority of any User to access VBO or any of the Online Services and to establish appropriate transaction limits for the Online Services. Company shall be responsible for keeping the Access Codes confidential and shall be responsible for ensuring that its designated Primary Administrator and Users keep the Access Codes confidential. Any person to whom Company gives its Access Codes, including the Primary Administrator, each User, and any other person, is deemed an authorized representative of Company for purposes of all Online Services transacted or conducted through or by use of VBO, whether or not such person is authorized by this Agreement or otherwise. By giving any person Access Codes, Company is authorizing that person to use VBO, and hereby agrees that Company shall be solely responsible for all transactions that person performs while using VBO. Bank may rely upon any Online Service transacted or conducted through or by use of VBO when accessed by the Access Codes.
     
     1.3.2. Bank-Provided Company Administration. As an additional service, Company may request that Bank provide Company User Administration Services. These services include creating and modifying Users and establishing the authorities and transaction limits for each User as well as terminating the Access Codes for any User.
     
     1.3.3. Contact from Bank. Bank's employees will not contact Company via phone or e-mail requesting Access Codes. If you are contacted by anyone requesting this information, do not release your information and contact Bank immediately in person or by telephone.
     
     1.3.4. Lost, Stolen, or Compromised Passwords. If you believe your Password has been lost, stolen or compromised, please notify Bank immediately. If you have the ability to change your Password you shall be required to do so upon notice of any compromise or theft of your Password. If the ability to change your Password is not an option available to you, we may issue a new Password as soon as reasonably practicable, but shall not be liable to you or any third party for any delay in taking such actions.
     
     1.3.5. Reservation of Right to Deny Access. Bank reserves the right to deny access to any one or more of the Online Accounts or to VBO, or to deny the processing of transactions for the following reasons: (i) security purposes; (ii) if Bank reasonably believes your Access Codes have been or may be compromised, are being used or may be used by an unauthorized person(s); or (iii) to avoid potential loss to Bank or Company.
     
     1.4. Speed and Timeliness of Response. Company acknowledges that the speed and timeliness of the VBO website and a response to any request using the VBO website depends on Company's ISP and the medium through which Company connects to the Internet. Company acknowledges that certain ISPs and Internet medium connections produce a more rapid response than others, and that Bank has no responsibility or obligation to enhance or improve the response time to Company's requests.
     
     1.5. Security Procedures for VBO. Company understands that any security procedures implemented by Bank with regards to VBO Services are for the purpose of verifying the authenticity of the instructions transmitted to Bank by Company (the "Instructions"), and not for the purpose of detecting errors in such Instructions and Bank shall not be liable for any failure to detect errors in any Instruction. Such security procedures include: (i) the use of the Access Codes, (ii) encryption, and (iii) multi-factor authentication. Bank shall not allow access to VBO without the use of the Access Codes. Company agrees that the use of Access Codes will authenticate the identity of each User and verify the Instructions submitted through VBO. Company agrees that such security procedures constitute a commercially reasonable method of providing security against unauthorized access and/or unauthorized Instructions. Company agrees to be bound by any Instruction issued by Company and received and verified by Bank in accordance with such security procedures, regardless of whether or not Company actually authorized the Instructions. Company shall indemnify and hold Bank harmless against any loss suffered or liability incurred by, or arising from, the execution of Instructions in good faith and in compliance with such security procedures.
     
     1.6. Transactions on Business Days. Transaction submission deadlines, (hereinafter commonly also referred to as cut off times) are available to Customer at https://www.vantage.bank/transaction-submission-deadlines/. All transaction requests received after the cut-off times established by Bank, from time to time, and all transactions which are requested on Saturdays, Sundays, or federal holidays, will be processed on Bank's next Business Day, unless otherwise specified herein or in other TM Documents.
     
     1.7. Secure "Mail". If Company wants to transmit questions, inquiries, or comments to Bank regarding VBO or the Online Services electronically, Company shall send such communications via the secure "Mail" feature available within VBO or through such other communication channel made available to you by us. If Company sends Bank "Mail" via VBO, Bank will not be deemed to have received it until the following Business Day or the day Bank actually receives it, whichever occurs later. Further, after receipt, Bank will not take action based on any "Mail" until it has a reasonable opportunity to review and act. Company should not rely on e- mails or secure "Mail" to report matters requiring immediate attention, such as unauthorized transactions or stop payments, as delivery of such correspondence may be lost or delayed. Company should communicate matters requiring Bank's immediate attention in person or by telephone, and follow up such communications in writing, as may be required. Company cannot use e-mail or "Mail" to initiate transactions on its account(s). To initiate transactions, Company must use the appropriate Online Services or call a convenient bank location. Confirmation of any transactions can be obtained from the account statement, through VBO, or by calling Bank directly.
     
     1.8. Account-to-Account Transfers. Your Account-to-Account transfers (i.e., book transfers) also constitute Payment Orders. All Payment Orders initiated by you must be initiated in compliance with our Security Procedures set forth in this and any other applicable agreement between us and you.
2. Online Services. The Online Services described herein are subject to the general terms, the terms of the VBO Services and the additional terms and conditions applicable to such Services as set forth elsewhere in this Agreement.
   
   2.1. Deposit Reporting Services. Deposit Reporting Services is comprised of several services. Standard Deposit Reporting provides Company balance and recent activity reporting of the Online Accounts. The balance or recent activity provided may differ from Company's records because it may not include deposits in process, outstanding checks, or other withdrawals, payments, charges, or transactions. Any Authorized Persons, the Primary Administrator, or those Users given access to the Deposit Reporting Services may access such reporting online via VBO or may be provided such reporting in person or over the phone. Company may also access Archived Reporting.
   
   2.2. e-Statements. By enrolling for e-Statements, Company consents to stop mail delivery of its paper account statement and other notices, and to receive e-Statements and other notices (including any modifications to the terms, conditions, or fees of any applicable account agreement) regarding Company's Online Accounts electronically only. Company agrees that posting the notices and/or modifications online or otherwise making such information available online, has the same effect as mailing them to Company. Each e-Statement, together with any legal notice about Company's Online Accounts, and copies of the related items will remain available online at least twelve months. Company may also print or download the e-Statements. There is no charge for e-Statements. If Company receives a combined statement for one or more accounts, once Company selects to view any of these account statements online, all other referenced, related or linked accounts will be available only online. To view account statements and other electronic notices online, Company needs the same hardware and software used for VBO. Company's statements and other electronic disclosures will be provided as a PDF file. To access and retain a PDF file, Company will need to have a suitable version of Adobe Acrobat Reader. Images of any checks and other items Company currently receives will be included as part of the e-Statement. Company may elect to withdraw its consent to e-Statements and electronic notices at any time by providing written notice to Bank. If Company elects to withdraw its Consent, Company agrees that charges may apply for paper copies.
   
   2.3. E-mail Alerts. Bank will send certain Bank required and optional User selected alerts to the e-mail address provided by each VBO User. Each User can change the e-mail address for these alerts at any time within VBO. In addition, Bank may deliver messages relating to the Online Services, responses to payment inquiries, or responses to Company service inquiries directly within VBO with an alert delivered to the e-mail address on file for the User. Bank will not, however, include any account numbers, access codes or similar non-public personal information in any e-mail response to a User. If, for any reason the User's e-mail address changes or becomes disabled, it is User's responsibility to notify the Bank in writing, so that Bank can continue to provide the User with automated alerts. Company understands and agrees that Bank’s SMS messages, e-mail alerts, responses, or other means of communication, or lack thereof, do not relieve the responsibility of the Company to manage the activity on any related account or the duty to verify the accuracy of any associated transactions. Bank will not be responsible for any failure to deliver any e-mail alert, response, or other means of communication.
   
   2.4. Mobile Device Alerts. Each User may elect to receive certain Bank required and optional User selected alerts and other notifications to any mobile device number established by a User. Such activities may include, but are not limited to, providing account alerts, confirming account activity, servicing, or for any other purpose as provided in this Agreement. Fees for text messages from the User's cellular phone provider may apply and Company is solely responsible for the same. By electing to receive Mobile Device Alerts, or any other mobile phone communications, Company expressly agrees that Bank may send to Company SMS messages, calls and messages, including, but not limited to, prerecorded and artificial voice, text, and autodialed calls and messages, from Bank, its agents, representatives, affiliates or anyone calling on Bank's behalf at the specific number(s) Company provides to Bank, or numbers Bank can reasonably associate with Company's account (through skip trace, caller ID capture or other means). Company certifies, warrants and represents that the telephone numbers that it provides to Bank belong to Company or are otherwise expressly authorized contact numbers. Company represents that it is permitted to receive calls at each of the telephone numbers it provides to Bank. Company agrees to promptly alert Bank whenever Company stops using a telephone number. To withdraw Company's consent, Company must notify Bank in writing that it is withdrawing its consent to receive calls and messages as described in this paragraph. Such notice must expressly refer to this Agreement to be effective as withdrawal of consent. Company understands and agrees that Bank’s SMS messages, phone calls, or other means of communication, or lack thereof, do not relieve the responsibility of the Company to manage the activity on any related account or the duty to verify the accuracy of any associated transactions. Bank will not be responsible for any failure to deliver any SMS message, phone call, or other means of communication.
   
   2.5. Internal Transfers Services. Company may use the Internal Transfers Services to make one-time or scheduled transfers (future or recurring) to and from the Online Accounts. Company agrees that Bank: (i) may treat any such funds transfer from an Online Account the same as a duly executed written withdrawal, transfer, or check; and (ii) may treat any such funds transfer to an Online Account the same as a deposit by cash or check, all in accordance with the terms of this Agreement and any agreements, disclosures, and authorizations governing Company's Accounts.
   
   2.5.1. Limitations on Internal Transfers. Company's ability to initiate Internal Transfers between its Online Accounts may be limited by federal law or by the terms of any agreements, disclosures, and authorizations governing Company's deposit and loan accounts. Company agrees that Bank may, without notice or other obligation to Company, for security reasons or as otherwise expressly provided in this Agreement, or in any agreements, disclosures, and authorizations governing Company's Accounts, may refuse to make any funds transfer. The maximum dollar limit on any Internal Transfer is the available balance, and/or credit line or overdraft courtesy available to Company.
   
   2.5.2. Posting of Internal Transfers. With regard to Internal Transfers between Company's Online Accounts, all funds transfer instructions must be received on or before the cut-off time established by Bank from time to time. Instructions received prior to the cut-off time will be posted to Company's Account the same day. Instructions received after the cut-off time or at any time on a Saturday, Sunday, or any federal holiday, will be considered as having been received the next Business Day.
   
   2.5.3. Cancellation of Internal Transfers. Company understands that current day Internal Transfers from its Online Accounts cannot be cancelled after they have been entered into VBO and the information has been transmitted to Bank.
   
   2.6. Stop Payment Services. Stop Payment Services allow Company to place stop payment instructions on a single check item. Reasonable notification of a stop payment must be given at least twenty-four (24) hours prior to the relevant item being presented for payment. The stop payment fee applicable to a stop payment order initiated electronically will apply to each stop payment request. Stop payment orders whether oral, written, or electronic, will be in effect for a period of six (6) months. If requested by Bank, Company will confirm any oral stop payment order in writing within twenty-four (24) hours. After six (6) months, any stop payment will terminate and must be renewed in order to continue in effect. Bank may pay any item that is presented following the lapse of any stop payment order. Company agrees to hold Bank harmless and indemnify it against any loss, expense, or cost incurred resulting from Bank's refusal to pay any item upon which Company places a stop payment request. Company may also cancel a previously placed stop payment instruction by contacting customer service or a bank representative. Stop payment requests initiated through VBO may not be cancelled via VBO. Other provisions apply as defined in the Bank’s Deposit Agreement.
   
   2.7. Deposit Retrieval Services. Company may retrieve and view online images of items within a deposit set. Deposit types include: Remote Capture Deposits, Mobile Deposits, and Branch Deposits. Company may view and/or print images available in accordance with the provisions and security procedures for access to VBO.
   
   2.7.1. No Guarantees. Bank will use its best efforts to process and provide retrieval access to images of deposit items for which images are available and may also be accessed via the transaction archive. Bank does not, however, guarantee that Company will be able to retrieve and view all images at all times. Company acknowledges that the archive system may not be accessible from time to time or a retrieval request may not be completed. Company acknowledges that there exist many reasons and causes that certain images may not be available for retrieval or that certain items may not adequately process for image viewing, including, but not limited to: (i) an item bearing a deficient MICR line that does not post; and (ii) errors based on account or routing number information. Bank shall have no liability or obligation for Company's inability to retrieve one or more images at any time.
   
   2.7.2. Image Quality. Company acknowledges that the visual quality of a retrieved image depends on the visual quality of the item from which the image was created. The darkness, tint, tone, and clarity of both written and background characters contained in the original source item or document directly affects the quality of the image created. Bank shall have no responsibility or obligation to enhance or improve the visual quality of any image based on the condition or visual quality of the original source item or document.
   
   2.8. Loan Services. Loan Services allow Company to: (i) obtain information (including transaction history and account balances) on any loan or line of credit account that Bank has allowed to be included in VBO; (ii) make regular payments or principal only payments on the same, if permitted from the Online Accounts; and (iii) if available, request advances on the same (if the advance request is approved) and transfer the advanced funds to an Online Account that is accessible through the Online Services.
   
   2.9. QuickBooks®. Quicken®. Microsoft® Money Interface Services. QuickBooks®, Quicken®, Microsoft® Money Interface Services allows Company to download banking transactions and balances into QuickBooks®, Quicken®, and Microsoft® Money. To access this Service, Company must have the QuickBooks®, Quicken®, or Microsoft® Money software, the version of which must be compatible with this Service and which may change from time to time, installed on its computer. Bank does not provide and is not responsible for providing QuickBooks®, Quicken®, or Microsoft Money® to Company. Company understands and agrees that Bank has no responsibility or obligation with respect to the operation, functioning, maintenance, servicing or any other issues that Company may encounter with its use of QuickBooks®, Quicken®, or Microsoft® Money. Further, Bank makes no guarantees that the information will be downloaded accurately and is not responsible for any downloading errors that may occur. Company bears the sole responsibility to verify the accuracy of the downloaded information. Further, Company agrees that Bank shall have no liability for any losses or damages arising from or resulting, directly, or indirectly, from Company's use of QuickBooks®, Quicken®, or Microsoft® Money. QuickBooks® and Quicken® are registered trademarks of Intuit, Inc., registered in the United States and other countries. Microsoft® Money is a registered trademark of Microsoft Corporation, registered in the United States and other countries. Company acknowledges the Bank has no relationship with these other companies.
   
   2.10. Remote Deposit Capture Services, Mobile Deposit Capture Services, Wire Transfer Services, Automated Clearing House ("ACH") Services, Positive Pay Services, Account Reconciliation Services, Target/Zero Balance Account Services, and Bill Payment Services are also available through VBO and are subject to the general terms, the specific terms for VBO, and the additional terms for each such Service described herein this Agreement.

B. AUTOMATED CLEARING HOUSE (ACH)

Company can send and request electronic payments in a secure manner to and from other banks through Vantage Bank Texas' Automated Clearing House (ACH) services. These payments may be received from or sent to third parties through this service and can be executed directly by Company through Vantage Business Online.

1. ACH Services. "Automated Clearing House Services" means the processing by Bank of instructions of Company of a type designed to originate payments to or from Company's designated demand deposit account(s) with Bank (the "Account”) from or to the account of an accountholder (the "Receiver") with a depository institution via electronic debit and/or credit entries ("Entry" or "Entries") through the ACH Network. In providing ACH Services under this Agreement, Bank agrees to act as an ACH participant in its role as Originating Depository Financial Institution ("ODFI") with respect to the Entries.
   
   1.1. Operating Rules. All transactions will be governed by NACHA Rules and by the TM Documents executed by Company. Company, as the ACH Originator, shall comply with all NACHA Rules as amended from time to time, as well any other applicable rules or regulations, as amended from time to time, including, but not limited to the Electronic Funds Transfer Act, Federal Reserve Board Regulation E, and Article 4A of the Texas Business and Commerce Code. Among other things, Company must comply with the requirements of the Rules relating to authorizations from Receivers, prenotifications, re-initiation of returned Entries, and corrections and reversals of Entries.
   
   1.2. Other Definitions. Unless otherwise defined herein, capitalized terms shall have the meanings provided in the NACHA Rules.
   
   
2. Pre-Approval and Underwriting Process. Company agrees and acknowledges that Bank shall provide ACH Services to Company subject to Bank's prior approval. To obtain approval from Bank, Company is required to undergo Bank's screening and risk analysis process regarding Company's proposed ACH operations. In addition, after any initial approval for ACH Services by Bank, Bank shall also, from time-to-time and in its sole discretion (including the occurrence of certain events described herein), undertake additional ACH operations credit and risk analysis monitoring activities that are deemed necessary, in Bank's sole discretion, while Bank is providing ACH Services to an approved Company. Company agrees to cooperate with Bank regarding any ongoing risk analysis activities by Bank, including providing financial or other documents in a timely manner upon Bank's request, and taking any risk mitigation or other ACH Entry origination procedures as required by Bank.
   
   2.1. Credit and Risk Criteria. Bank's ACH Services credit and risk analysis shall be based on certain factors deemed relevant by Bank in its sole discretion, including, but not limited to, the following factors: (i) the credit worthiness, condition and performance of Company, particularly Company's capital adequacy relative to Company's ACH activity and volume; (ii) the nature, conduct and geographic location of Company's business, including whether Company engages in certain high-risk ACH activities or transaction environments, or whether certain "Standard Entry Class" ("SEC") codes that Bank either deems to be high-risk or does not allow are present in Company's ACH transactions; (iii) the historic level and dollar amounts of Company's ACH returns, including any return levels or dollar amounts in excess of generally acceptable ACH return levels (as determined by Bank from time to time in its sole discretion), or a sudden increase in Company's ACH return levels; and (iv) whether Company adheres to all authorization requirements set forth herein and in other TM Documents.
   
   2.2. Material Change in Credit and Risk Criteria Analysis. In the event a Company approved for ACH Services either fails to maintain the minimum credit and risk criteria as required by Bank from time to time, in its sole discretion, or if, in the opinion of Bank, Company undergoes a material change in its operations that Bank believes increases the risk of Company's ACH operations, then Bank may, in its sole discretion, amend Company's Risk Exposure Options further described below. In addition, Bank may terminate the ACH Services provided to Company, generally upon prior written notice from Bank, or immediately if Bank deems immediate termination necessary, in Bank's sole discretion, to comply with the Rules. Events that constitute a material change in a Company's business operations include, but are not limited to: (i) levels of ACH returns that exceed generally acceptable return levels (as determined by Bank from time to time in its sole discretion); (ii) a significant or sudden increase in Company's ACH return levels as compared to Company's historic ACH return levels; (iii) significant changes in the nature of Company's business, including its product and service lines or transaction environments; or (iv) the occurrence of any other event that Bank believes represents a material change in Company's operations, performance or condition. Upon learning of any such material change, Bank will inform Company of the issue, and Bank may exercise its right to temporarily suspend Company's ACH Services in order to investigate the issue.
   
   2.3. Risk Exposure Options. Upon completing the initial analysis of Company's proposed ACH operations, Bank will establish, in its sole discretion, minimum risk exposure limits and/or risk mitigation requirements for Company. These risk-exposure limits and risk mitigation requirements include but are not limited to the following actions: (i) establishing Settlement Limits; (ii) requiring Company to pre-fund their ACH credit activities; (iii) requiring Company to establish a Reserve Account; and/or (iv) requiring a personal guarantee by the owner or owners of Company (collectively, the "Risk Exposure Options").
   
   2.3.1. Settlement Limits. Bank may establish frequency and dollar limits for ACH file transmissions ("Settlement Limits") for Company, by giving Company either oral or written notification of the amount of said Settlement Limits, and Bank may refuse to transmit Entries on files which are in excess of Company's Settlement Limits. Bank may change Company's Settlement Limits from time to time by giving Company either oral or written notice provided, however, that said Settlement Limits may be changed immediately upon giving telephone notice to Company in the event Company : (i) files or has filed against it a petition in bankruptcy or other laws relating to the relief of debtors; (ii) suspends the transaction of its usual business, dissolves, or transfers to another party a significant portion of its assets; or (iii) is declared to be in default under any other obligation to Bank. To the extent that Company anticipates a need for a one-time or permanent increase of any Settlement Limits due to its business needs, the Primary Administrator shall submit a request to Bank prior to any anticipated transaction. Bank shall retain absolute discretion to review and approve or reject any such request.
   
   2.3.2. Pre-funding of ACH Credit Entries. Bank, at its sole discretion, may require Company to pre-fund its ACH credit transactions ("Pre-funding"). If Bank requires Pre-funding, Company shall deposit and retain with Bank sufficient collected funds to satisfy the Entry/total Entries prior to the time of submission of such Entries. If Bank requires Pre- funding and Company does not immediately comply with Bank's request, then such non-compliance shall be grounds for immediate termination of Company's ACH Services provided by Bank, with such termination being in Bank's sole discretion. If Company's Account has sufficient collected funds at the time of submission of each Entry in a file that are at least equal to the total amount of all ACH credit Entries in such file, then the ACH credit Entry file will be released by Bank to the ACH Processor for processing and a hold for the amount of the ACH credit Entry will be placed on the Company's funds. The hold on the Company's funds will be released on the Effective Date or Settlement Date to process the ACH credit Entries. If Company does not have the sufficient funds available in its Account to process all the Entries in the file, then the Entries will not be released to the ACH Processor.
   
   2.3.3. Reserve Account. Upon written notification by Bank, Company shall immediately establish a separate account funded with an amount required to protect Bank against the risks associated with Company's ACH operations (the "Reserve Account"). Such Reserve Account must be established by the date requested by Bank, and the required Reserve Account amount expressly includes any existing or anticipated Company -related ACH returns, including all fees, costs, fines and penalties assessed against either Company or Bank associated with such Company -related ACH returns. The Reserve Account will not bear interest, and Company will not have any right or interest in the Reserve Account funds; provided that upon satisfaction of all of Company's obligations under this Agreement, Bank will pay to Company any funds remaining in the Reserve Account no sooner than ninety (90) days after the effective date of termination of Company's ACH Services pursuant to the Rules and Federal Reserve Board's Regulation E. Effective upon the establishment of any Reserve Account, Company irrevocably grants Bank a security interest in the Reserve Account and any and all funds in the Account, together with the proceeds thereof. Company also agrees to execute and deliver to Bank such instruments and documents that Bank may reasonably request to perfect and confirm Bank's security interest and Bank's right of setoff in the Reserve Account. Company understands and acknowledges that Company's failure to establish and fund a Reserve Account immediately upon Bank's request shall be grounds for immediate termination of Company's ACH Services provided by Bank, with such termination being in Bank's sole discretion.
   
   2.3.4. Guaranty. Company and/or one or more of its owners shall execute Bank's "Treasury Management Services Guaranty" immediately upon Bank's request in the event that Bank, in its sole discretion, requires Company to execute such guaranty to continue providing Company with ACH Services. If Bank requires Company to execute a "Treasury Management Services Guaranty" and Company refuses, Bank may, in its sole discretion, discontinue the ACH Services, or terminate this Agreement according to the terms hereof.
3. Transmittal; Authorization and Processing of Entries. Company shall deliver or transmit Entries to Bank in accordance with the terms and procedures established by Bank from time to time, in the TM Documents. Company further agrees and acknowledges that it must comply with the Rules and that Entries it originates and the format thereof, must comply with the NACHA Rules. Company authorizes Bank to process Entries pursuant to the instructions transmitted by Company or an Authorized Person or transmitted using Company's Access Codes or other security information, whether or not there are sufficient funds in Company Accounts maintained with Bank. Company shall remain responsible for Entries generated pursuant to instructions transmitted by any Authorized Person or transmitted using Company's Access Codes or security information.
   
   3.1. Company's Account. Company will maintain sufficient available and collected funds in Company's Account to settle all Entries and cover any payment obligations under this Agreement. Bank may, without notice or demand, obtain payment of any amount due and payable to it under this Agreement by debiting the Account. Bank will credit to the Account amounts received (and may credit to the Account amounts scheduled to be received) in settlement of debit Entries. All credits are provisional, Company will pay Bank (and Bank may charge the Account) for the amount of a debit Entry that is returned or rejected or for which Bank does not receive final settlement. Bank will debit to the Account amounts to be disbursed in settlement of credit Entries and shall promptly pay Company for each credit Entry returned by a Receiving Depository Financial Institution ("RDFI") that was transmitted by Bank pursuant to this Agreement. In the event there are not sufficient available funds in the Account to cover Company's obligations under this Agreement, Company agrees that Bank may, in its discretion, refuse to process Entries or Entry files, require Company to deposit additional funds before the Entries are processed, and/or debit or place a hold on funds in any account maintained by Company with Bank and that Bank may off-set against any amount it owes to Bank, in order to obtain payment of Company's obligations under this Agreement.
   
   3.2. Receiver' Authorizations. Company agrees to abide by the Rules and only originate entries which have been properly authorized. Company will not initiate Entries with respect to a Receiver unless the Receiver has authorized Company to do so and will not engage in the practice of data sharing to create Entries that are not expressly covered by the authorization obtained. Company will not initiate Entries with respect to Receivers who are individuals (hereinafter referred to collectively as "Consumers") or debit Entries with respect to other Receivers until Company has obtained the written authorization (hereinafter called the "Authorization") of such Receivers to do so. The Authorization must be readily identifiable as an authorization, must clearly and conspicuously state its terms and must provide that the Receiver may revoke the Authorization only by notifying Company in the manner specified in the Authorization. Company will retain the original or a copy of each Authorization received, by Company for two (2) years after the Authorization is revoked or terminated. Company, upon Bank's request, will furnish Bank with the original or a copy of the Authorization within two (2) business days.
   
   3.3. Consumer Regulations. Company is solely responsible for complying with obligations owed to Consumers under laws and regulations governing Entries, including but not limited to the Electronic Fund Transfer Act of 1978 and Federal Reserve Regulation E, in particular Sections 205.l0(b) ("Preauthorized transfers from a consumer's account; written authorization and 205.l0(d) (Notice of transfers varying in amount"), as then in effect, and as may be amended from time to time.
   
   3.4. Deletion, Correction or Reversal of Entry. Company will have no right to cancel or amend any Entry after its receipt by Bank. No communication by Company purporting to delete or correct an Entry will be effective as a deletion or correction unless: (i) Bank agrees to the deletion or correction; and (ii) Bank successfully implements the deletion or correction before transmitting the Entry to the ACH network. Subject to NACHA Rules, if Bank receives a communication from Company seeking or purporting to delete, correct or reverse an Entry, seeking to recover or repay all or any part of the funds paid or received pursuant to an Entry, or to the effect that an Entry was erroneous or unauthorized, Bank will be authorized (but not required) to do any one or more of the following: (i) to agree to the deletion or correction of the Entry; (ii) to process a reversing Entry; (iii) to attempt to recover from or repay to any other person any amount paid or received pursuant to the Entry; (iv) to charge the Account for expenses (including but not limited to attorney's fees) or to deduct such expenses from any amount re-credited to the Account; and (v) to delay re-crediting the Account or to freeze any amount re-credited, for such period as Bank determines to be appropriate for Bank's protection. Notwithstanding the above, Bank shall not have any liability if such deletion, correction or reversal of an Entry is not affected. Company shall reimburse Bank for any expenses, losses, or damages Bank may incur in effecting or attempting to affect the deletion, correction or reversal of an Entry. Company shall further indemnify Bank from any other person for liabilities, claims, losses and expenses, including but not limited to attorney's fees, incurred as a result of such deletion, correction, recovery, repayment or attempted deletion, correction, recovery or repayment.
   
   3.5. Payment Based on Account Number. It is understood that payment of a credit Entry originated by Company might be made by the Receiver's depository institution on the basis of an identifying account number even if it identifies a person different from the named Receiver.
   
   3.6. Settlement Date. The "Effective Entry Date" or "Effective Date" means a date specified in an Entry on which Company, as the originator of the transaction, instructs that the payment is to be made. The Settlement Date will be the Effective Entry Date specified by Company, except to the extent otherwise provided in any applicable procedures and the Rules. Company will transmit all relevant information to Bank within the time limits in advance of the Effective Entry Date described in the applicable procedures. Company agrees that it will not withdraw funds represented by settlement credits for debit Entries before the Settlement Date. Except as otherwise provided herein, Bank shall: (i) process Entries received from Company to conform with the file specification set forth in the Rules; (ii) process and/or transmit such Entries as an ODFI to a Receiver or an ACH Processor for further processing; and (iii) settle for such Entries as provided in the Rules. Bank shall transmit any Entries requiring further processing to the ACH Processor by the applicable deadline of the ACH Processor prior to the Effective Entry Date shown in such Entries, provided that each of the following are satisfied: (i) such Entries are received before Bank's cut-off time that is established from time to time; and the Effective Entry Date follows receipt by Bank of such Entries by at least the number of days required by Bank from time to time. Bank will provide Company with cut-off deadlines and acceptable file delivery methods, which may be amended from time to time. Entries will be deemed received by Bank when Company has complied with the Rules for delivery of Entries and all security procedures established herein and in other TM Documents.
   
   3.7. On-Us Entries. Except as otherwise provided herein, in the case of any Entry received for credit/debit to an account maintained with Bank ("On-Us Entry"), Bank will credit/debit the Receiver's account in the amount of such Entry on the Effective Entry Date contained in such Entry, provided the requirements set forth herein are met. If such requirements are not met, Bank will use reasonable efforts to credit/debit the Receiver's account for the Entry on the next Business Day following such Effective Entry Date.
   
   3.8. Rejection of Entries. Bank will reject any Entry that does not comply with the requirements herein. Bank will have the right to reject an On-Us Entry for any reason for which an Entry may be returned under the Rules. Bank may reject any Entry if Company has failed to comply with its Account funding obligations herein. Bank will notify Company by phone, email, or electronic transmission of such rejection no later than the Business Day such Entry would otherwise have been transmitted by Bank to the ACH Processor or, in the case of an On-Us Entry, its Effective Entry Date. Notices of rejection shall be effective when given. Bank shall have no liability to Company due to the rejection of any such Entry or Entries. To the extent that any rejection is due to an error of the Bank, Company agrees that the Bank's agreement to correct and re-process the Entry or Entries shall preclude any other claim against Bank and will constitute Company's sole remedy against Bank.
   
   3.9. Prenotification Entries. Company agrees and acknowledges that Prenotification Entries are optional, but if initiated, must be originated at least three (3) Business Days ahead of the first live transaction in accordance with the Rules and as outlined in the TM Documents. If the RDFI returns a Prenotification Entry to Company, Company shall validate and correct the data prior to initiating the first live Entry to the Receiver's account.
   
   3.10. Verification of Entries and Right to Audit Records. Bank shall be entitled, at its sole discretion, to seek verification or authentication of any file of Entries by contacting Company by telephone or by any other means that is either set forth in any regulations or publications made available to Company by Bank or otherwise deemed reasonable by Bank; provided however, that so long as Bank complies with the established security procedures. Bank will have no obligation to seek verification or authentication. If Bank is unable to obtain any verification or authentication sought by it, Bank may, in its sole discretion, either process or refuse to process the Entries. Company agrees Bank reserves the right to perform on-site inspection and/or audit Company's ACH origination records and/or operations as needed by Bank.
   
   3.11. Data Retention. Company will retain data on file adequate to permit remaking of Entries for ten (10) business days after midnight of the Effective Entry Date and will provide such data to Bank upon request. Company specifically agrees to be bound by and comply with all applicable provisions of the Rules regarding the retention of documents or any record, including, without limitation, Company's responsibilities to retain all items, source documents, and records of authorization in accordance with the Rules. All magnetic tapes, Entries, security procedures and related records used by Bank for transactions contemplated by this Agreement shall be and remain Bank's property. Bank may, at its sole discretion, make available such information upon Company's request. Any expenses incurred by Bank in making such information available to Company shall be paid by Company.
4. Notice of Returned Entries and Re-initiation of Returned Entries. Bank shall notify Company (through any of its Authorized Persons) by phone, email, or electronic transmission of the receipt of a returned Entry from the RDFI or ACH Processor on the Banking Day following the receipt of such returned Entry. Bank shall have no liability to Company by reason or reasons of a returned Entry or Entries. Company understands and agrees that Bank shall have no obligation to re-transmit an Entry if Bank complied with the terms of this Agreement with respect to the original Entry. Further, it is Company’s sole responsibility to review its return information daily and act upon it in a timely manner in accordance with the Rules. Company understands and agrees that an Entry that has been returned may not re-initiated unless: (i) the Entry has been returned for insufficient or uncollected funds; (ii) the Entry has been returned for stopped payment and re-initiation has been authorized by the Receiver; or (iii) the ODFI has taken corrective action to remedy the reason for the return. Further, an Entry that has been returned for insufficient or uncollected funds may be re-initiated no more than two (2) times following the return of the original Entry. If a stopped payment has been revoked by the Receiver or corrective action has been taken by the ODFI, an Entry may be re-initiated no more than one (1) time following the return of the original Entry.
5. Notifications of Change. Bank shall notify Company (through any of its Authorized Persons) by phone, email, or electronic transmission, and shall provide Company 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 Company. Bank must provide such information to Company within two (2) Business Days of the Settlement Date of each NOC or Corrected NOC Entry. Company shall ensure that changes requested by NOC or Corrected NOC are made within three (3) Business Days of Company's receipt of the NOC information from Bank and prior to initiating a live Entry to the Receiver's account. Bank may notify Company up to five (5) times regarding any NOC or Corrected NOC. If Company fails to provide proof of correction, then ACH services will be placed on hold until such correction is received by Bank.
6. Submission of Certain Types of Entries. With regards to the following types of transactions, Bank, in its sole discretion, may accept or reject the other types of transactions described below.
   
   6.1. International ACH Transactions. All international debit or credit transactions will be identified with an "IAT" Standard Entry Class ("SEC") code. This rule applies to all ACH participants and simplifies the process of identifying international transactions by requiring that IAT entries include specific data elements (i.e., ACH addenda records) defined by Bank Secrecy Act's Travel Rule." Company is not permitted to originate IAT Entries to either consumer or corporate accounts residing in financial institutions outside of the territorial jurisdiction of the United States. In the event that Company submits an IAT Entry to Bank, Bank shall reject the Entry.
   
   6.2. Re-presented Check Entries. Re-presented Check Entries will be identified with a "RCK" SEC code. To the extent Company submits a RCK Entry, Company represents and warrants to Bank that: (i) Company has good title to the item; (ii) all signatures on the item are authentic and authorized; (iii) the item has not been altered; (iv) the item is not subject to a defense or claim; (v) Company has no knowledge of any insolvency of the maker of the item; (vi) any restrictive endorsement placed on the item is void or ineffective; (vii) Company will provide Bank a front and back copy of the item within three (3) Business Days upon written request from Bank; and (viii) Company is otherwise in compliance with all other provisions herein.
   
   6.3. Internet-Initiated Entries. Internet-initiated Entries will be identified with a "WEB" SEC code. To the extent Company submits a WEB Entry, Company represents and warrants to Bank that: (i) Company has employed a commercially reasonable security procedures to screen such Entry; (ii) Company has used commercially reasonable procedures to verify the identity of the Receiver and to verify that financial information provided by the Receiver is valid and correct; (iii) Company has established a secure Internet session with each Receiver utilizing commercially reasonable security and encryption technology, prior to the Receiver's key entry of any banking information or security information; (iv) Company will conduct or have conducted annual audits in accordance with NACHA Rules to ensure the financial information it obtains from Receivers is protected by commercially reasonable security practices and procedures, and will provide a copy to Bank upon Bank's request; and (v) Company is otherwise in compliance with all other provisions herein.
   
   6.4. Telephone-Initiated Debit Entries. Telephone-initiated Entries will be identified with the "TEL" SEC code. To the extent Company submits a TEL Entry, Company represents and warrants to Bank: (i) Company has commercially reasonable procedures to verify the identity of the Receiver and to verify that financial information provided by the Receiver is valid and correct; (ii) for purposes of the Company's compliance with provisions relating to the required Authorization by the Receiver, Company shall: (a) for any single Entry TEL obtain an oral authorization from the Receiver containing the minimum information required by NACHA Rules for single Entry TEL, which much be evidenced by either a tape recording of such oral authorization or a written notice to the Receiver confirming the oral authorization and meeting the requirements of the NACHA Rules; and (bl for any recurring Entry TEL meets all of the NACHA Rules requirements for such Entries; and (iii) Company is otherwise in compliance with all other provisions herein. The original or a duplicate tape recording of the oral authorization, or, as applicable, the original, microfilm, or microfilm- equivalent copy of the written notice, shall be retained for so long as the Authorization remains in effect and for a period of two (2) years after the termination or revocation of the Authorization.
   
   6.5. Account Receivable Debit Entries. Debit Entries to an account of Company's clients pursuant to an Authorization consisting of Company's receipt of a check via a lockbox facility or at a drop box location or otherwise will be identified with the "ARC" SEC code. To the extent Company submits a WEB Entry, Company represents and warrants to Bank: (i) the amount of the Entry, routing number, account number and check serial number on the source check are accurately reflected in the debit Entry; (ii) Company will maintain a reproducible, legible image, microfilm or copy of the front of the source check for two (2) years from the settlement date; (iii) Company will provide a copy of the source check for the debit Entry within six (6) Business Days upon a written request from Bank, and such copy will indicate that it is a copy on its face; (iv) the source check used for the debit Entry will not be presented for payment; (iv) Company has employed commercially reasonable methods to securely store all source checks until destruction and all electronic or other financial information relating to ARC Entries; and (v) Company is otherwise in compliance with all other provisions herein.
   
   6.6. Point of Purchase Debit Entries. Debit Entries to a consumer account authorized pursuant to NACHA Rules at a point-of- purchase will be identified with the "POP" SEC code. To the extent Company submits a POP Entry, Company represents and warrants to Bank that: (i) Company has provided Receiver a receipt containing the information required in the NACHA Rules; (ii) the source document provided to Company for use in obtaining Receiver's routing number, account number, and check serial number for the initiation of the POP Entry has been returned voided to the Receiver after use by the Company and has not been provided by the Receiver for use in any prior POP Entry; (iii) Company has employed commercially reasonable methods to securely store all electronic or other financial information relating to POP Entries; and (iv) Company is otherwise in compliance with all other provisions herein.
   
   6.7. Back Office Conversion Entries. Eligible paper checks which are converted by Company into debit Entries to a consumer account will be identified with a "BOC" SEC code. To the extent Company submits a BOC Entry, Company represents and warrants to Bank that: (i) Company is in compliance with the Electronic Fund Transfer Act, Regulation E, and NACHA Rules for BOC Entries; (ii) the amount of the Entry, the routing number, the account number, and the check serial number on the course check are accurately reflected in the ACH; (iii) Company has employed commercially reasonable procedures to verify the identity of the Receiver; (iv) Company will maintain a reproducible, legible image, microfilm or copy of the front of the source document for two
   (2) years from the settlement date; (v) Company will provide a copy of the source document within six (6) Business Days upon a written request from Bank, and such copy will indicate that it is a copy on its face; (vi) the source check used for the ACH Entry will not be presented for payment; (iv) Company has employed commercially reasonable methods to securely store all source checks until destruction and all electronic or other financial information relating to BOC Entries; and (v) Company is otherwise in compliance with all other provisions herein.
   
   
7. Same-Day ACH. Bank may, in its sole discretion, allow Company or its Servicer to originate Same-Day Credit or Debit Entries, which Bank will endeavor to process and transmit to the Receiver or ACH Processor on the same Business Day on which such Entries are received by Bank from Company, provided the transmission is received prior to the bank’s established cut-off time period. Company or its Servicer shall not be authorized to originate Same-Day Credit or Debit Entries and Bank will not process and transmit any such Entries received as such from Company or its Servicer unless Company first elects to originate such Entries on TM Documents and Bank approves of Company's election. Bank may, in its sole discretion, decide to approve or reject any such Company election for any reason. Where Same- Day Entries are permitted to Company, Company must prefund Same Day ACH entries. If Company fails to prefund one or more Same- Day ACH entries, Bank may refuse to process further Same-Day ACH Entries from Company.
   
   7.1. Definitions. "Same-Day Credit Entry" means a Credit Entry that is received by Bank via a VBO on the same Business Day as its Effective Entry Date as discussed in this Agreement. "Same-Day Debit Entry" means a Debit Entry that is received by Bank via VBO on the same Business Day as its Effective Entry Date as discussed in this Agreement. "Same-Day Entry" means either or both Same- Day Debit Entry and Same-Day Credit Entry.
   
   7.2. Submission of Same Day Entries Using VBO ACH Templates. If Company or its Servicer elects to transmit SameDay Entries to Bank through VBO ACH templates, Company or its Servicer must select the current date as the Effective Date for the template submission. Selecting the current date as the Effective Date indicates that the Entry is intended to be a Same-Day Entry. If Company fails to properly indicate that an Entry is a Same-Day Entry, Bank may process the Entry as a non-Same-Day Entry. In addition, a Same-Day Entry must be submitted prior to the Same-Day ACH cut-off time, established by Bank from time to time, for the current day. If an Entry is not submitted prior to the Same-Day ACH cutoff-time, the Entry will be processed using the next business day as the Effective Date for the Entry. Company acknowledges and agrees that Bank may rely solely upon the date entered in the Effective Entry date field in the Batch Header Record of the file to determine whether the Entry is intended by Company to be a Same-Day Entry. In addition, Bank may rely on the Settlement Date identified by the ACH Operator to determine whether an entry is a Same- Day ACH Entry, even if the Effective Entry Date field does not bear a date which matches the date the entry is received by Bank. As an exception, in Bank's sole discretion, Bank may process stale- dated entries that otherwise conform to the specifications of this section as Same-Day ACH Entries if such entry is received before Bank's Same-Day ACH entry cutoff time.
   
   7.3. Submission of Same Day Entries Using the VBO File Upload Option. If Company or its Servicer elects to transmit Same-Day Entries to Bank through the VBO File Upload Option, the Effective Date of the ACH file to be uploaded must equal the current date. In addition, the file must be submitted prior to the Same-Day ACH cut-off time for the current date in order to process the Entries in the file as Same-Day Entries. Selecting the current date as the Effective Date indicates that the Entry is intended to be a Same-Day Entry. If Company fails to properly indicate that an Entry is a Same-Day Entry, Bank may process the Entry as a non-Same-Day Entry. If the Same-Day ACH cutoff time has passed prior to submission of the file, the transactions will be processed using the next Business Day as the Effective Date for the transactions. Company acknowledges and agrees that Bank may rely solely upon the date entered in the Effective Entry date field in the Batch Header Record of the file to determine whether the Entry is intended by Company to be a Same-Day Entry. In addition, Bank may rely on the Settlement Date identified by the ACH Operator to determine whether an entry is a Same-Day ACH Entry, even if the Effective Entry Date field does not bear a date which matches the date the entry is received by Bank. As an exception, in Bank's sole discretion, Bank may process stale-dated entries that otherwise conform to the specifications of this section as Same Day ACH Entries if such entry is received before Bank's Same Day ACH entry cutoff time.
   
   7.4. Same-Day ACH Entries on Exception Basis. Bank may, in its sole discretion, permit Company to originate Same- Day Entries on an exception basis, even though Company has not previously elected to originate such Entries or Bank has not previously approved of Company's election to originate such Entries. In the event Bank permits Company to originate Same-Day Entries on an exception basis or processes Entries received from Company as Same-Day Entries on an exception basis, Company hereby authorizes Bank to do so and agrees that Bank shall have no liability to Company or its Servicer for any losses arising from Bank so processing such Entries.
   
   7.5. Limitations. ACH item entries that exceed NACHA transaction limits will not be considered Same-Day Entries and may not be processed by the Bank on the Business Day they are received. Bank reserves the right to further restrict the SEC Codes that Company may use in order for Entries to be considered and processed as Same-Day Entries. Bank shall have no liability to Company or its Servicer arising from Bank not processing such Entries as Same-Day Entries. In the event such Entries are processed by Bank as Same-Day Entries, Bank shall have no liability to Company or its Servicer for any losses arising from Bank processing such Entries. Bank reserves the right, in its sole discretion, to refuse to honor any file or Entry submitted by Company for any reason. Bank may, in its sole discretion and from time to time, establish limitations on the frequency with which Company may initiate Same-Day Entries as well as limitations on the dollar amounts of a single Same- Day Entry or multiple Same-Day Entries made within a specified period of time.
8. Security Procedures. Company and Bank will comply with the security procedures set forth herein and in other TM Documents, as may be amended from time to time, with respect to Entries delivered/transmitted by Company to Bank. Company agrees that the security procedures reflected herein and in other TM Documents constitute commercially reasonable security procedures for Company in light of Company's operations and circumstances. Company agrees to be bound by any payment order or other instruction, whether or not authorized, issued in its name and accepted by Bank in compliance with the security procedures. Company and Bank each will keep the security procedures and all Access Codes and other security information confidential. Company acknowledges that the purpose of such security procedures is for verification of authenticity and not to detect an error in the transmission or content of any Entry. No security procedures for the detection of any such error has been agreed upon between Bank and Company. Bank may change, add, or delete any procedures established pursuant to this Agreement, from time to time, in accordance with the terms of this Agreement.
   
   8.1. Compliance with Security Procedures. If an Entry (or a request for cancellation or amendment of an Entry) received by Bank purports to have been transmitted or authorized by Company, it will be deemed effective as Company's Entry (or request) and Company shall be obligated to pay Bank the amount of such Entry even though the Entry (or request) was not authorized by Company, provided Bank accepted the Entry in good faith and acted in compliance with the established security procedures with respect to such Entry. Moreover, if an Entry (or request for cancellation or amendment of an Entry) received by Bank was transmitted or authorized by Company, Company shall pay Bank the amount of the Entry, whether or not Bank complied with the established security procedures with respect to that Entry and whether or not that Entry was erroneous in any respect or that error would have been detected if Bank had complied with such security procedures.
   
   8.2. Information Security. Company must have procedures in place regarding the creating, processing and storing of ACH Entry data. These procedures should protect the confidentiality of non-public personal information including financial information used to create Entries against security hazards or unauthorized use of this information. Company is prohibited from using or disclosing any Bank information or Receiver information except as necessary to perform the functions designated by this Agreement. Company shall be responsible to ensure that it and any of Company's third-party providers or agents comply with the security of all information according to the Bank's privacy policy and applicable privacy laws and regulations.
   
   8.3. Company's Responsibilities. Company is responsible for: (i) establishing and maintaining procedures to safeguard against unauthorized transmissions through VBO or otherwise in respect of Bank's ACH Services; (ii) ensuring that no unauthorized individual will be allowed to create, alter or interfere with the delivery or transmission of any Entries, or other Company messages and communications; (iii) ensuring proper supervision and safeguards in the use of Bank's ACH Services and related communications and information; and (iv) the accuracy of any Entries delivered or transmitted to Bank or other messages purporting to have originated by or from Company or any employee or representative of Company. Bank's records and logging system shall be conclusive evidence with respect to any requests, directions or communications for Services and shall be binding upon Company.
   
   8.4. Notification/Suspension. Company agrees to notify Bank immediately and confirm such notice in writing within twenty-four (24) hours, in the event Company believes security or confidentiality of any aspect of Bank's ACH Services may have been compromised. The occurrence of unauthorized access will not affect any transfers made or initiated in good faith by Bank prior to receipt of such notification and within a reasonable time period to act upon such notification. Bank may, at any time without prior notice, suspend or terminate some or all of the ACH Services or remove Company from receiving those services or using VBO to prevent any suspected, threatened or continuing unauthorized or erroneous transactions, disclosures, or other communications until the integrity of the system and services is confirmed.
9. Duties of Bank. Bank will exercise ordinary care to perform the ACH Services. Bank's duties are limited to those described herein. Bank will have no duty to accept instructions to process any particular Entry hereunder; if Bank determines not to process a particular Entry, Bank will promptly notify Company. Bank is entitled to rely on any information or instruction provided by Company. If Bank accepts an instruction to process an Entry, Bank's duty is to exercise ordinary care to process the Entry through the ACH network, or via reasonably equivalent means of payment apart from the ACH network if deemed appropriate by Bank.
10. Company's Warranties. With respect to each and every Entry transmitted by Company, Company represents and warrants to Bank and agrees that: (i) each person shown as the Receiver on an Entry received by Bank from Company 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, and has duly executed an Authorization; (ii) such Authorization is operative at the time of transmittal or crediting or debiting by Bank as provided herein; (iii) Entries transmitted to Bank by Company are limited to those types of credit and debit Entries set forth in the TM Documents, (iv) the information provided by Company with regard to the Entries is true and accurate; (v) Company shall perform its obligations under this Agreement in accordance with all applicable federal and state laws, regulations, and orders, including, but not limited to, the sanctions laws, regulations, and orders which pertain to ACH transactions, including but not limited to the NACHA Operating Rules, the UCC, the Office of Foreign Assets Control, and the Electronic Funds Transfer Act and its implementation of Regulation E; and (vi) Company shall be bound by and comply with the provision of the Rules (among other provisions of the Rules) making payment of an entry by the RDFI to the Receiver provisional until receipt by the RDFI of final settlement for such Entry. Company specifically acknowledges that it has received notice of the rule regarding provisional payment and of the fact that, if such settlement is not received, the RDFI shall be entitled to a refund from the Receiver of the amount credited and Company shall not be deemed to have paid the Receiver the amount of the Entry.
11. Third-Party Senders. As used herein, 'Third-Party Sender" means a person that is not an ACH Originator, that acts as an intermediary between an ACH Originator and an ODFI, and acts on behalf of the ACH Originator or another Third-Party Sender to transmit, on behalf of the ACH Originator: (i) a credit Entry to the account of a Receiver with an RDFI, or if the Receiver is also the RDFI, to such Receiver, in order to effect a payment from the ACH Originator to the Receiver, or (ii) a debit Entry to the account of a Receiver, or if the Receiver is also the RDFI, to such Receiver, in order to effect a payment from the Receiver to the ACH Originator. If Company is a Third- Party Sender, Company understands and agrees that it is subject to certain additional obligations and liabilities pursuant to the Rules and hereunder, and that it will perform all the duties of a Third-Party Sender under the Rules, assume all of the responsibilities and liabilities of a Third-Party Sender under the Rules, execute such other agreements Bank may require, and make all the warranties of a Third-Party Sender under the Rules, including without limitation as follows:
    
    11.1. Representations and Warranties. If Company is a Third-Party Sender, Company represents and warrants that (i) it will comply with, and cause all of its employees, officers, directors, agents, and Authorized Persons to comply with this Agreement and the Rules, as may be amended from time to time; (ii) for any Entries on which Company is not the ACH Originator, Company will not transmit any Entries that violate the Rules or any laws of the United States; (iii) the ACH Originator has agreed to be bound by the Rules, has satisfied the obligations of an ACH Originator under the Rules, and has acknowledged that it may not initiate Entries that violate the Rules or any laws of the United States; (iv) in any case where the ACH Originator fails to perform its obligations under the Rules as an ACH Originator, Company shall indemnify, defend and hold Bank harmless from and against any and all claims, demands, losses, liabilities and expenses, including attorneys' fees and costs, that result directly or indirectly from the failure of the ACH Originator to perform its obligations as an ACH Originator under the Rules; (v) Company agrees to immediately, and no later than two (2) days of such request, provide Bank with any information necessary to identify any ACH Originator; (vi) neither this Agreement nor anything related to the ACH Services violates, contravenes or is inconsistent with any of the terms, conditions or provisions of any agreement, understanding or arrangement between Company and the ACH Originator; (vii) it shall conduct an annual audit of its compliance with the Rules and retain and provide to Bank, upon Bank's request, documentation supporting the completion of the audit for six (6) years from the date of the audit; and (viii) in any case where Company , as Third-Party Sender, performs any ODFI obligations under the Rules, that it is legally able to do so and that it shall perform the requirements of an ODFI under the Rules.
    
    11.2. Reliance on Company. Bank will rely on Company to evaluate the legitimacy of the ACH Originators and their transactions originated by Company and for ensuring that instructions do not involve illegal activities. Company must notify Bank immediately if Company suspects or become aware of any activity or transaction of an ACH Originator that Company believes maybe of an illegal or illegitimate nature or that involves the proceeds of illegal activity or that was conducted, in part or whole, for the purpose of disguising the source of funds. Bank will be entitled at any time upon notice to Company to decline to provide the ACH Services, or terminate the provision of ACH Services, for any ACH Originator on whose behalf Company is originating Entries if Bank determines that there are excessive returns or reversals of Entries originated on behalf of such ACH Originator or if Bank becomes aware of any information indicating suspicious, fraudulent or illegal activity related to such ACH Originator or for any other reason.
    
    11.3. Payment to ODFI. Company agrees to make payment to the ODFI for any credit Entries it originates and for any debit Entries returned by the RDFI even if the Third-Party Sender does not receive payment from the ACH Originator.
    
    11.4. Indemnification. Company shall indemnify, defend and hold Bank harmless from and against any and all claims, demands, losses, liabilities and expenses, including attorneys' fees and costs, incurred by Bank that are attributable to or that result directly or indirectly from: (i) Company's failure to comply with the terms hereof, the Rules or the laws of the United States, (ii) any material breach of the foregoing representations or this Agreement, including any claim brought by a third-party in connection with a breach of any of the foregoing representations or this Agreement; (iii) Company's failure to exercise ordinary care in connection with its duties hereunder; (iv) any action by the RDFI upon an unauthorized or erroneous Entry initiated by Company; (iv) to the extent it involves Bank, any litigation by an ACH Operator, an RDFI or any Receiver asserting noncompliance on Company's part with the Rules or any other applicable laws; and (v) any fines, fees, or penalties levied against Bank by NACHA or any regulatory authority arising from any violation or alleged violation of the Rules or any applicable laws resulting from Entries transmitted by Company.
    
    11.5. No Agency. It is understood that no ACH Association, ACH Processor, ACH Operator, transmission or communication facility, Receiver or Receiver's depository institution is an agent of Bank in connection with the Automated Clearing House Services. Bank shall not be responsible for acts or omissions of any third party, including without limitation, any Federal Reserve Bank, courier service, NACHA, any transmission or communications facility, or any other party involved with processing of the Entry, any Receiver or RDFI (including without limitation the return of an Entry by such Receiver or RDFI), and no such third party will be deemed Bank's agent.
    
    11.6. Company's Agents. In the event Company authorized any third-party, such as a payroll processing service, to perform obligations of or services to Company hereunder, Bank will have no additional liability to Company as a result of such agency so long as Bank acted in accordance with instructions hereunder. Company agrees to assume responsibility for any errors or wrongdoing by such third party or any of its employees.

C. BILL PAYMENT SERVICES

Bill Payment Services to their Treasury Management Services. Bill Payment Services is an ideal service for businesses to submit one-time and/or recurring payments to individuals or businesses.

1. Bill Payment Services. Bill Payment Services may be offered by the Bank directly or through a third-party service provider ("Service Provider"). Company can direct Bank to make one-time, future, or recurring payments from Company's designated Account(s) (the "Bill Payment Account") to any person or entity, including Bank, to which Company wishes to make a payment ("Biller"). In addition to the terms in this Agreement, Company agrees to execute any other agreements that may be required by Bank's Service Provider. References herein to Bank shall include the Service Provider.
   
   1.1. Single Payments. A single payment will be processed on the Business Day that Company designates as the payment's process date, provided the payment is submitted prior to the daily cut-off time established by Bank from time to time. A single payment submitted after the cut-off time on the designated process date will be processed on the next Business Day. If Company designates any day other than a Business Day as the payment's process date, the payment will be processed on the first Business Day following the designated process date.
   
   1.2. Recurring Payments. Company may choose to schedule payments to recur in the same amount at regular weekly, monthly, or semi- monthly intervals. When a recurring payment is processed, it is automatically rescheduled by the system. Based upon Company's selected frequency settings for the payment, a process date is calculated for the next occurrence of the payment. If the calculated process date is any day other than a Business Day, it is adjusted based upon the following rules: (i) the payment will be processed on the first Business Day following the designated process date; and/or (ii) if Company's frequency settings for the recurring payment specify the 29th, 30th, or 31st as a particular day of the month for processing and that day does not exist in the month of the calculated process date, then the last calendar day of that month is used as the calculated process date.
   
   1.3. Creating New Billers and Payment Scheduling. Company may create a new Biller in the Bill Payment Service within VBO, to receive payments by entering the appropriate information. Once the new payee is set up, Company can schedule payments to the new Biller.
   
   The VBO system will designate the earliest possible scheduled payment date, based on the date the payment is entered. When scheduling payments, Company must provide ample time for Company's payments to reach the Biller(s) and must select a scheduled payment date that is no later than the actual due date of the payment. Company will be fully responsible for all late fees, finance charges or other actions taken by the Biller. As an additional optional service, and for the applicable fee set forth in the Treasury Management Fee Schedule, Company may request that Bank expedite the processing of any payment.
2. Available Funds. Company agrees to have available and collected funds on deposit in the Bill Payment Account in amounts sufficient to pay for all bill payments requested as well as any other payment obligations Company has to Bank. If Company's Bill Payment Account does not have sufficient funds to make a payment as of the date the payment is debited to the account, the transaction may not be completed. Bank reserves the right, without liability, to reject or reverse a bill payment if Company fails to comply with the above requirement or any other term of this Agreement. If Company does not have sufficient funds in the Bill Payment Account and Bank has not exercised its right to reverse or reject a bill payment, Company agrees to pay for such payment obligations on demand, and to be subject to Bank's non-sufficient funds ("NSF") charges and other terms and conditions of this Agreement and any other agreement with Bank regarding negative balances, overdraft protection, if any, and the like. Company further agrees Bank, at its option, may charge any of Company's Accounts with Bank to cover such payment obligations and any applicable charges, including a late charge equal to the lesser of one and one-half percent (1.5%) per month (18% per annum) or the maximum interest rate allowed by applicable law for any unpaid amounts, fees charged as a result of the return, and fees and costs incurred attempting to collect any unpaid amounts.
3. Payment Authorization and Payment Remittance. By designating any Biller and providing Bank with names and account information of Billers to whom you wish to direct payments, Company authorizes the Bank to follow the payment instructions that it receives through VBO. In order to process payments more efficiently and effectively, Bank may edit or alter payment data or data formats in accordance with Biller directives. Upon receipt of any bill payment instructions, Company authorizes Bank to debit Company's Bill Payment Account and remit funds on Company's behalf so that the funds arrive as close as reasonably possible to the scheduled payment date designated by Company. Company also authorizes Bank and/or Service Provider to credit your Bill Payment Account for payments returned to Bank by the United States Postal Service or Biller, or payments remitted to Company on behalf of another authorized user of the Bill Payment Services.
   
   3.1. No Signature Required. When any payment or other Online Service generates items to be charged to your Bill Payment Account or any other account, Company agrees that Bank may debit Company's Bill Payment Account or any other Company Account without requiring any authorized signature on the item, and without prior notice to Company.
4. Responsibility for Bill Payments. Bank is only responsible for exercising ordinary care in processing and sending payments upon Company's authorization in accordance with this Agreement, and shall not be liable in any way for loss, penalties, or damages Company incurs as a result of: (i) insufficient funds in the account to cover the amount of the payment, or if the account has been closed, blocked, or has become dormant; (ii) Company's failure to correctly identify a Biller's name, address, phone number, or account number, to update such information as necessary, or to otherwise properly follow the instructions for making a bill payment; (iii) Company's failure to authorize a bill payment with sufficient time for the payment to be made and properly credited by the Biller by the time it is due; (iv) delays in mail delivery; (v) a Biller's failure to receive a payment or to credit your payment promptly after receipt; (vi) the payment processing center is not working properly and you know or have reason to know about the malfunction before Company scheduled or executed the transaction; (vii) Company's breach of any other term and condition of this Agreement or (viii) circumstances beyond the control of Bank or Service Provider (such as, but not limited to fire, flood, or interference from an outside force) that prevents the property execution of the transaction. Further, Bank is not liable for any failure to make a bill payment if Company fails to notify Bank promptly, after learning that it has not received credit from a Biller for a bill payment. Without limiting or diminishing the generality of the foregoing, Bank will agree to reimburse Company for any late payment fee or penalties Company is required to pay and actually pays, up to a maximum of $25.00 per scheduled payment, as a result of the failure of a Biller to receive the payment made through the Bill Payment Services, provided each of the following conditions is present: (i) Company had sufficient collected funds on deposit in the Bill Payment Account to cover the amount of the payment; (ii) Company's instructions were properly entered and were scheduled in accordance with the scheduling terms hereof; (iii) the Biller is a business; (iv) the late payment fee or penalty, or the method of its calculation, was published by the Biller prior to the due date; and (v) Company is otherwise in compliance with the terms and conditions of this Agreement.
5. Payment Methods. Bank reserves the right to select the method in which to remit funds on Company's behalf to its designated Biller(s). These payment methods may include, but may not be limited to, an electronic payment, an electronic to check payment, or a laser draft payment (funds remitted to the Biller are deducted from Company's Bill Payment Account when the laser draft is presented to the Bank for payment).
6. Restrictions on Use of Bill Payment Services. Bank reserves the right to restrict types of payees to whom payments may be made using the Bill Payment Services from time to time. Company shall not use the Bill Payment Services to make payments outside of the United States or its territories, to settle securities purchases, payments to interest bearing accounts, tax payments, or court ordered payments. Payments for these payees will be Company's sole responsibility if delayed or improperly processed or credited.
7. Cancellation or Changes to Bill Payment Instructions. Bill Payment instructions must be changed or canceled on or before the cut-off time established by Bank from time to time on the Business Day the transaction is scheduled to be initiated. Once the Bank has begun processing a payment it cannot be cancelled or edited, therefore a stop payment request must be submitted.
8. Stop Payment Requests. Bank's ability to process a stop payment request will depend on the payment method and whether or not a check has cleared. Bank and/or Service Provider may also not have a reasonable opportunity to act on any stop payment request after a payment has been processed. If Company desires to stop any payment that has already been processed, Company must contact Bank. Although Bank will make every effort to accommodate Company's request, Bank will have no liability for failing to do so. Bank may also require Company to present its request in writing within fourteen (14) days. The charge for each stop payment request will be the current charge for such service as set out in the applicable Treasury Management Fee Schedule.
9. Bill Delivery and Presentment. Company may elect to have its bills presented electronically only. If Company elects to activate an electronic bill option, Company agrees it is solely responsibility to contact its Billers directly if Company does not receive its statements and further agrees to the following:
   
   9.1. Information Provided to Biller. Bank is unable to update or change Company's information such as, but not limited to, name, address, phone numbers and e-mail addresses, with the electronic Biller. Any changes will need to be made by contacting the Biller directly. Additionally, it is Company's responsibility to maintain all usernames and passwords for all electronic Biller sites. Company also agrees not to use someone else's information to gain unauthorized access to another person's bill. Bank may, at the request of the Biller, provide to the Biller Company's e-mail address, service address, or other data specifically requested by the Biller at the time of activating the electronic bill for that Biller, for purposes of the Biller informing Company about any service hereunder and/or bill information.
   
   9.2. Activation. Upon activation of the electronic bill feature, Bank may notify the Biller of Company's request to receive electronic billing information. The presentment of Company's first electronic bill may vary from Biller to Biller and may take up to sixty (60) days, depending on the billing cycle of each Biller. Additionally, the ability to receive a paper copy of Company's statement(s) is at the sole discretion of the Biller. While Company's electronic bill feature is being activated, it is Company's responsibility to keep its accounts current. Each electronic Biller reserves the right to accept or deny Company's request to receive electronic bills.
   
   9.3. Authorization to Obtain Bill Data. Company's activation of the electronic bill feature for a Biller shall be deemed by Bank and/or Service Provider to be Company's authorization for Bank to obtain bill data from the Biller on Company's behalf. For some Billers, Company will be asked to provide Bank and/or Service Provider with Company's user name and password for that Biller. By providing Bank and/or Service Provider with such information, Company authorizes Bank to use the information to obtain your bill data.
   
   9.4. Notification. Bank will use best efforts to present Company's electronic bills promptly. In addition to notification within the Bill Payment Service, Bank and/or Service Provider may send an e-mail notification to the e-mail address listed for Company's Bill Payment Account. It is Company's sole responsibility to ensure that this information is accurate. In the event Company does not receive notification, it is Company's responsibility to periodically log on to the Bill Payment Service and check on the delivery of new electronic bills. The time for notification may vary from Biller to Biller. Company is responsible for ensuring timely payment of all bills.
   
   9.5. Cancellation of Electronic Bill Notification. The electronic Biller reserves the right to cancel the presentment of electronic bills at any time. Company may cancel electronic bill presentment at any time. The timeframe for cancellation of Company's electronic bill presentment may vary from Biller to Biller. It may take up to sixty (60) days, depending on the billing cycle of each Biller. The Bill Payment Service will notify Company's electronic Biller(s) as to the change in status of Company's account and it is Company's sole responsibility to make arrangements for an alternative form of bill delivery. Neither Bank nor the Service Provider will be responsible for presenting any electronic bills that are already in process at the time of cancellation.
   
   9.6. Non-Delivery of Electronic Bill(s). Company agrees to hold Bank harmless should the Biller fail to deliver Company's statement(s). Company is responsible for ensuring timely payment of all bills. Copies of previously delivered bills must be requested from the Biller directly.
   
   9.7. Accuracy and Dispute of Electronic Bill. Bank is not responsible for the accuracy of Company's electronic bill(s). Bank is only responsible for presenting the information received from the Biller. Any discrepancies or disputes regarding the accuracy of Company's electronic bill summary or detail must be addressed with the Biller directly. This Agreement does not alter Company's liability or obligations that currently exist between Company and Company's Billers.

10. Unauthorized Payments. Company is responsible for all payments that its Authorized Persons authorize using the Bill Payment Service. If Company or any Authorized Person permits other persons to use the Bill Payment Service or their passwords or other means to access Company's Bill Payment Account, Company is responsible for any transactions made by such persons, whether or not authorized. If Company believes that its passwords or other means to access its Bill Payment Account have been lost or stolen or that someone may attempt to use the Bill Payment Service without its consent or has transferred money without its permission, Company must notify Bank immediately.

11. Bill Payment Service Changes. It is Company's sole responsibility to ensure that the contact information in its user profile is current and accurate. This includes, but is not limited to name, address, phone numbers and e-mail addresses. Changes can be made either within the application or by contacting Bank. Any changes to Company's Bill Payment Service should also be made in accordance with the procedures outlined within the application's Help files. All changes made are effective immediately for scheduled and future payments paid from the updated Payment Account information. The Bill Payment Service is not responsible for any payment processing errors or fees incurred if Company does not provide accurate Bill Payment Account or contact information.

12. Service Termination. Cancellation. or Suspension. In the event Company wish to cancel the Bill Payment Service, please contact Bank. Any payment(s) the Bill Payment Service has already begun to process before the requested cancellation date will be completed by the Bill Payment Service. All Scheduled Payments including recurring payments will not be processed once the Bill Payment Service is cancelled. The Bill Payment Service may terminate or suspend Bill Payment Service to you at any time. Neither termination nor suspension shall affect Company's liability or obligations under this Agreement.

13. Returned Payments. In using the Bill Payment Service, Company understands that Billers and/or the United States Postal Service may return payments to Bank and/or Service Provider for various reasons such as, but not limited to, Biller's forwarding address expired; Biller account number is not valid; Biller is unable to locate account; or Biller account is paid in full. Bank and/or Service Provider will use its best efforts to research and correct the returned payment and return it to Biller, or, at the sole discretion of Bank and/or Service Provider, may void the payment and credit your Bill Payment Account. Bank and/or Service Provider will notify you if it receives a return payment and was unable to forward payment to the correct recipient.

14. Information Authorization. Company's enrollment in the Bill Payment Service may not be fulfilled if Bank cannot verify Company's identity or other necessary information. In order to verify ownership of the Bill Payment Account(s), Bank and/or Service Provider may issue offsetting debits and credits to the Bill Payment Account(s) and may require confirmation of such from Company. Through your enrollment in the Bill Payment Service, Company agrees that Bank may obtain financial information regarding your account from a Biller or your financial institution (for example, to resolve payment posting problems or for verification).

D. ACCOUNT RECONCILIATION SERVICES

Account Reconciliation Services permits Company to manage the activity in the accounts it designates. Company can request access to reconciliation services for items drawn against Company's Account(s) designated by Company or with respect to deposits made by Company to Company's Account(s) for the period selected by Company from time to time.

1. Partial Account Reconciliation. The service allows Company to view lists of all checks that have cleared on an authorized account for a specific period. Company is provided with a statement for each reconciliation cycle indicating the total activity for the period. Components of the Partial Account Reconciliation Statement include: (i) an Account Balance Summary that calculates the net activity of issued, paid, and voided checks for the current cycle.
2. Full Account Reconciliation. Full Account Reconciliation allows Company to balance account activities. Full Account Reconciliation Components of the Full Account Reconciliation Statement include: (i) a transaction summary that calculates the net activity (total credits less total debits) for the current cycle; (ii)total issued checks, paid checks, voided checks; (iii) ACH debits and credits; (iv) other miscellaneous debits and credits; and (v) service charges and interest paid. A statement balance summary will be provided to you.
3. Company's Responsibilities. Company's use of Account Reconciliation Services does not affect any of Company's obligations which are described in any applicable agreements or disclosures, governing your relevant accounts, as may be supplemented or amended from time to time, to discover and report with respect to Company's Account any: (i) unauthorized signatures, alterations or endorsements on checks and (ii) unauthorized requests and other discrepancies. Company's use of these Account Reconciliation Services or Bank's receipt of information associated with these Account Reconciliation Services does not modify any existing Bank obligations with respect to your account(s) or the payment of checks.

E. POSITIVE PAY

Company may add Positive Pay to their suite of Treasury Management products in order to prevent check fraud. Vantage Bank Texas Positive Pay is specifically designed to help protect Company against counterfeit checks and altered checks. The Bank obtains a list of checks from the Company after the checks have been issued. As checks arrive for payment, the Bank takes the check information from the list provided and matches it up to the incoming checks. Any deviation activates the check verification process between the Bank and the Company before the item is paid. Positive Pay can be set up for any and all check-issuing accounts.

1. Positive Pay Services. Company may select the type of Positive Pay Services to be provided, including "Positive Pay," "Payee Positive Pay," and "Reverse Positive Pay" for each account selected by Company (each, an "Authorized Account"). In the event of any inconsistency between a provision in this Agreement and the UCC, the provisions of this Agreement shall prevail. Unless otherwise defined in this Agreement, words or phrases shall have the meaning set forth in Articles 3 and 4 of the UCC.
   
   1.1. Check Issue File. Company shall create and transmit a Check Issue File to Bank in the format of, on the medium and within the times, prescribed by Bank from time to time, using VBO. For Positive Pay Services, the Check Issue File shall accurately state: (i) the check number, (ii) the exact dollar amount of each check; and (iii) the issuance date. For Payee Positive Pay, in addition to the information listed above, Company shall also accurately state the name of the payee. Such Check Issue File information may be manually entered through VBO. Company shall transmit the Check Issue File, using VBO each Business Day on which Company issues one or more checks drawn on the Authorized Account subject to Positive Pay Services under this Agreement. Company shall ensure that each Check Issue File is received by Bank no later than the cut-off time established by Bank from time to time on each Business Day on which Company issues checks drawn on an Authorized Account. The Check Issue File transmitted to Bank constitutes the authorized signature of Company for purposes of determining whether a check is properly payable. Company expressly warrants that all checks that match the information on the Check Issue File are properly payable. Bank is not responsible for and is under no obligation to detect or identify errors in the Check Issue File or any related instructions and shall have no liability for paying or returning checks based on information provided in the Check Issue File. Bank may disregard any Check Issue File that does not comply with the standards, formats and procedures Bank establishes from time to time. With respect to Reverse Positive Pay, no Check Issue File will need to be submitted by you to the Bank, however you will be required to review the “paid” items and report any discrepancies, in accordance with the terms and conditions herein, prior to any applicable daily cut off time.
   
   1.2. Reporting of Exception Checks. Bank shall compare each Presented Check against the applicable Check Issue File timely received by Bank from Company for the Authorized Account on which the Presented Checks are drawn. "Presented Check" shall mean any check drawn on the Positive Pay Account and presented to Bank for payment through Bank's customary check collection system. Each Presented Check that does not match the information for each check in the Check Issue File shall be an "Exception Check." For each Exception Check presented to Bank for collection before the cut-off time established by Bank from time to time, on the prior Business Day, Bank shall make available to Company through VBO the following information about the Exception Check on the Manage Exceptions page: (i) checking account number; (ii) Exception Check number; (iii) Exception Check issuance date; (iv) Exception Check issuance amount; (v) Exception Check amount paid; (vi) exception reason; and (vii) Exception Check payee information (if Payee Positive Pay is selected). Exception Check information shall be provided to Company at such time as is established by Bank from time to time, on the next Business Day after the Exception Checks are deemed received by Bank. Should Bank be unable for any reason to provide Company with Exception Check information through VBO as provided above, Bank is authorized to and may send to Company Exception Check information by facsimile, telephone, or e-mail transmission, but its failure to do so or to do so timely, shall not result in any liability of Bank to Company. Company will be responsible for logging in to VBO and accessing the Positive Pay function DAILY to check for Exception Checks. If Company fails to decision their Exception Checks by the applicable cut off time, the Bank will use the default decision (pay or return) previously established by Company.
   
   1.3. Authorization to Pay or Dishonor Presented Checks. Unless Bank has received through VBO a contrary instruction on or before the cut- off time established by Bank from time to time on the Business Day on which an Exception Check Report is made available to Company, Bank is authorized to: (i) pay and charge to the Authorized Account each Presented Check that matches the information shown in any Check Issue File; or (ii) apply the "Exception Decision Rule" selected by Company on the TM Documents for Positive Pay Services indicating whether to Pay or Return the item. Should Bank be unable to timely transmit to Company an Exception Check Report after its receipt of Exception Checks, whether due to a communications failure or other circumstance beyond the control of Bank, or any other reason, Bank is specifically authorized to apply the Exception Decision Rule. Unless expressly directed otherwise in writing, Bank is instructed to reject any Presented Check which is dated more than six (6) months prior to the date of its presentment to Bank (a "Stale Check"), and to include each Stale Check in the Exception Check Report.
   
   1.4. Payment and Dishonor of Exception Checks. Upon receipt of an Exception Check Report, Company shall provide Bank instructions, which shall be transmitted in a manner and within the time specified by Bank from time to time, ordering Bank to pay the Exception Check (a "Pay Instruction") or to not pay the Exception Check (a "Return Instruction"). Company shall have until the cut-off time established by Bank from time to time each Business Day to utilize the Positive Pay function on VBO to direct disposition of each Exception Check listed in an Exception Check Report. Company shall prepare and submit Pay or Return Instructions only in response to Exception Checks shown in the Exception Check Reports. Bank shall not be obligated to comply with any Pay or Return Instructions received in a format or medium, after a deadline, or at a place not permitted under this Agreement or Bank's established or designated procedures or parameters, but Bank may instead treat such Pay or Return Instruction as though it had not been received. Company's failure to issue a Pay or Return Instruction for any Exception Check so that it is received by Bank by the cut-off time established by Bank from time to time through VBO will result in the application of the "Auto Exception Decision Rule" selected by Company on the TM Documents for Positive Pay Services indicating whether to Pay or Return the item. Bank shall have no liability for failing to act upon Pay or Return Instructions not timely received through VBO.
   
   1.5. Check Monitoring. Company may also request Check Monitoring Services. With Check Monitoring Services, all presented checks within the designated transaction code established, will be included in the Exception Report. Company must review all check exceptions and submit a pay or return instruction on or before the cut-off time established by Bank from time to time on the same Business Day that the Exception is provided to Company. If Bank does not timely receive a Pay or Return Instruction on any Exception Check, it shall be processed based on the application of the "Auto Exception Decision Rule" selected by Company on the TM Documents for Positive Pay Services indicating whether to Pay or Return the item.
   
   1.6. Dishonor of Exception Checks. All Exception Checks that are returned (whether as a result of a Return Instruction, or default instruction, or otherwise in accordance hereof) will be returned by Bank to the depository bank with the reason code "Refer to Maker".
   
   1.7. Communication Method. Bank shall only use the Check Issue File submitted by Company through VBO. Company shall communicate Pay or Return Instructions to Bank only utilizing VBO. Any communication sent via VBO and utilizing the required Access Codes or which purports to have been sent by Company shall be conclusively deemed to have been sent and authorized by Company, and Bank is authorized by Company to act in reliance thereon, even though the communication was unauthorized. At Bank's request, Company shall provide written confirmation of any Pay or Return Instruction. Bank shall not be obligated to comply with any Pay or Return Instruction received in a format or medium, after a deadline, or at a place not permitted under this Agreement or Bank's established or designated procedures or parameters, but may instead treat such Pay or Return Instruction as though it had not been received. Company is responsible for providing an accurate e-mail address and telephone numbers for communication in connection with transactions contemplated in this Agreement. At Bank's option, Bank may honor Company's oral Pay or Return Instructions, provided that: (i) Company agrees that Bank may in good faith rely on any such oral instructions, which purport to come from Company (including its Authorized Persons, Primary Administrator, or Users) or Company's agent or representative without independent verification by Bank, unless Security Procedures require otherwise; and (ii) Company agrees to confirm such instructions in writing if requested by Bank.
2. Check Stock Verification. Bank may require that Company submit to Bank a sample of completed checks for verification on Bank's systems. Company is responsible for ensuring that this verification is received any time Company updates its check printing system or chooses a new check vendor. Bank may in its sole discretion terminate this Agreement without notice if at any time, Company's checks fail Bank's verification systems and after notification by Bank, Company does not correct this problem within a reasonable time. If Payee Positive Pay is selected, Bank may require Company to provide sample checks including payee name to be tested to ensure the checks meet Bank's check specification and layout requirements and payee name readability rate. Company will be responsible for the accuracy and completeness of the payee information provided to Bank.
3. Checks Presented at a Bank Branch. Checks presented for immediate payment at a Bank branch location will process through Bank's teller positive pay system. A Presented Check that matches the Check Issue File will be paid following normal bank processing. A Presented Check that does not match information in the Check Issue File and is being presented for immediate payment will be rejected. Checks presented for deposit that do not match the Check Issue File will be flagged as an Exception Check to be decisioned by the Customer within the applicable timeframes. Bank may contact Company and/or one of its Authorized Persons for a Pay or Return Instruction for the Exception Check. Company agrees to defend and indemnify Bank against any claim from a third-party regarding Bank's decision to not pay the check. Further, Company releases bank from any liability associated with the rejection of any check presented for immediate payment, or the failure to contact an Authorized Person and obtain an instruction for an Exception Check or any action or inaction related thereto.
4. Not a Substitution for Stop Payment. Positive Pay Services will not be used as a substitute for Bank's Stop Payment Services. Company agrees to follow Bank's standard stop payment procedures if Company desires to return a check that was validly issued, and to delete such check from the Check Issue File if the Positive Pay Service was selected. The use of this Positive Pay Services as a substitute for a stop payment order is strictly prohibited and Bank reserves the right to charge Bank's standard fee for issuing a Stop Payment Order then in effect.
5. Bank's Right to Return Checks. Nothing in this Agreement regarding the Positive Pay Services will limit Bank's right to return any matching or other Presented Check that Company authorized Bank to pay under the Positive Pay Services, if Bank determines in its sole discretion that the Presented Check is not properly payable for any reason (without Bank's agreeing to, or being required to make such determination in any circumstance) or that there are insufficient collected and available funds in the Authorized Account to pay it. Each Presented Check Bank returns in accordance with the Agreement will be deemed not to be properly payable.
6. Wrongful Honor. It shall not constitute wrongful honor by Bank if Bank pays an Exception Check listed in an Exception Check Report if (i) Company issued a Pay Instruction for its payment, or (ii) Company selected the pay default option for Exception Checks and did not timely issue a Return Instruction, or (c) Bank has a defense that is recognized under the UCC.
   
   6.1. Limits on Liability. In no event shall Bank be liable to Company for more than the lesser of the amount of the wrongfully paid Exception Check or the portion of Company's actual damages resulting from Bank's payment of the Exception Check and not due to Company's lack of ordinary care. Bank shall not be liable for violating its duties under this Agreement or otherwise if Company has sustained no actual damages because Bank's honor of an Exception Check discharged for value an indebtedness of Company.
   
   6.2. Reasonable Care. Bank retains the right to and may assert as a defense to its liability, Company's failure to exercise reasonable care under Sections 3-406(a) and 4-406(c) of the UCC.
   
   6.3. Subrogation/Mitigation. Company has a duty to mitigate its damages and to cooperate with Bank in recovery or avoidance of any losses. Company assigns to Bank all claims and rights of recovery on account of the wrongful payment of Exception Checks to the extent Bank reimburses Company for such payment.
7. Wrongful Dishonor. Bank's liability for wrongful dishonor of an Exception Check shall be limited to those damages for wrongful dishonor recoverable under Articles 3 and 4 of the UCC, except in no event shall Bank be liable for consequential damages or attorney's fees. Notwithstanding the foregoing, Bank shall have no liability to Company for wrongful dishonor when Bank, acting in good faith, returns an Exception Check: (i) that it reasonably believed was not properly payable; (ii) if there are insufficient available funds on deposit in the Authorized Account; (iii) if required to do so by the service of legal process on Bank or the instructions of regulatory or government authorities or courts; or (iv) for other valid legal reasons, including reasons specified in the U.S. Patriots Act or by the Office of Foreign Assets Control.
8. Waiver of Claims. If Bank honors an Exception Check in accordance with a Pay Instruction issued by Company or honors a Presented Check which matches the specifications of Company's Check Issue File, such honor shall be deemed rightful for all purposes of Bank's liability or responsibility for any Exception Check or Presented Check so honored, and Company waives any right it may have to assert that the Exception Check or Presented Check was not properly payable under Section 4-401 of the UCC or any other section of the UCC, including its staleness, being altered, bearing a forged endorsement or bearing a forged drawer's signature. If Bank dishonors an Exception Check in accordance with a default instruction or in accordance with a Return Instruction issued by Company, the dishonor shall be rightful, and Company waives any right it may have to assert that the dishonor was wrongful under Section 4-402 of the UCC or any other provision or principal of law. Company agrees that Bank exercises ordinary care whenever it rightfully pays or returns an Exception Check or honors a check matching the check(s) described in Company's Check Issue File consistent with the provisions of the Agreement.
9. Scope Limitations. Positive Pay Services and this Agreement do not apply to ACH transfers, wire transfers, telephone debits, debits of fees and charges, and other non-check items affecting an Authorized Account.
10. Company's Responsibilities. Company is responsible for (i) establishing and maintaining procedures to safeguard against unauthorized transmissions through VBO or otherwise in respect of Bank's Positive Pay Services, (ii) ensuring that no unauthorized individual will be allowed to create, alter or interfere with Check Issue Files, Pay Instructions, Return Instructions or other Company messages and communications;(iii) ensuring proper supervision and safeguards in the use of Bank's Positive Pay Services and related communications and information, and (iv) the accuracy of any Check Issue Files, Pay Instructions, Return Instructions or other messages purporting to have originated by or from Company or any employee or representative of Company. Bank's records and logging system shall be conclusive evidence with respect to any requests, directions or communications for Services and shall be binding upon Company.
11. Notification/Suspension. Company agrees to notify Bank immediately, and confirm such notice in writing, in the event Company believes security or confidentiality of any aspect of Bank's Positive Pay Services may have been compromised. Bank may, at any time without prior notice, suspend or terminate some or all of the Positive Pay Services or remove Company from receiving those services or using VBO to prevent any suspected, threatened or continuing unauthorized or erroneous transactions, disclosures, Exception Check Reports, Pay Instructions, Return Instructions, or other communications until the integrity of the system and services is confirmed.

F. REMOTE DEPOSIT CAPTURE

Remote Deposit Capture enables Company to make check deposits to designated Vantage Bank Texas business accounts owned by the Company directly from their place of work. The deposits are made through equipment provided by, installed by, and serviced by the Bank. The Bank will also provide instructions and train Company and its designees on proper use of the equipment and its connectivity to Vantage Business Online. Remote Deposit Capture essentially removes the need to travel to the Bank to deposit checks and permits the Company to bank more conveniently.

1. RDC Services. The RDC Services permit Company to make deposits to Company's checking, savings, or money market savings accounts from remote locations by scanning its checks and electronically transmitting a digital image of its paper checks to Bank or Bank's designated processor. The images of original checks may be converted to "substitute checks," an "electronic representation of an original check," or an "electronic representation of a substitute check" as such terms are defined in the Check Clearing for the 21st Century Act ("Check 21") and Federal Reserve Board Regulation CC ("Regulation CC"), for deposit with Bank and for processing and presentment to a collecting or paying financial institution.
   
   1.1. Eligible Items for Deposit. Company agrees to scan and deposit only "checks" as that term is defined in Regulation CC. Company agrees that the image of the check transmitted to Bank shall be deemed an "item" within the meaning of Articles 3 and 4 of the UCC. For purposes of this Agreement, "check" (as defined in Regulation CC) means a negotiable demand draft that is drawn on: (i) or payable through a bank; (ii) a Federal Reserve Bank or a Federal Home Loan bank; (iii) the Treasury of the United States; or (iv) a state or local government that is not payable through a bank. For purposes of this Agreement "item" (as defined in Article 4 of the UCC) means an instrument or a promise or order to pay money handled by a bank for collection or payment. The term does not include a payment for ACH or wire transfers. The dollar amount, as well as the amount of deposits transmitted by Company on a single Business Day, shall not exceed the limits, as approved by Bank.
   
   1.2. Ineligible Deposits. Company understands and agrees that it will not deposit the following items using the RDC Services: (i) any third-party check, i.e., any item that is made payable to another party and then endorsed to you by such party (solely at Banks discretion, exceptions may be made); (ii) any check payable to two or more persons jointly, not alternatively, unless deposited into an account jointly owned by all payees; (iii) any item that is drawn on the same account in which the deposit is being made; (iv) any item that contains evidence of alteration to the information on the check; (v) any item for which Company is aware of any facts or circumstances that may impair the collectability of that item; (vi) any check previously converted to a "substitute check," as defined in Regulation CC; (vii) checks payable on sight or payable through Drafts, as defined in Regulation CC; (viii) any item drawn on or issued to you by a financial institution in a foreign country; (ix) any items that are remotely created checks, as defined in Regulation CC; (x) any item that is "stale dated" more than six (6) months prior to the date of deposit; (xi) any item that is "post-dated" after the date of deposit; (xii) any item stamped "nonnegotiable" (whether stamped in print or as a watermark); (xiii) any item that has been redeposited or returned such as "nonsufficient funds" or "refer to maker" or returned for any other reason; (xiv) any item that is incomplete, inaccurate or illegible; (xv) any item that does not include all necessary endorsements; (xvi) items for which the Company is not a holder in due course; (xvii) any duplicate items; (xviii) cash; and (xiv) traveler's checks or savings bonds. Deposits of this nature may result in the immediate termination of the RDC Services and a decline of the deposit or an immediate reversal of the transaction or credit to your account. A reversal means the amount of the item(s) deposited will be removed from your account and will reduce your account balance. The reversal may also result in a negative balance on your account and account fees may be incurred.
   
   1.3. Check Requirements. Any image of a check that Company transmits to Bank must accurately and legibly provide all of the information on the front and back of the check at the time of presentment to Company by the drawer. Company agrees to follow any and all other procedures and instructions for use of the RDC Services as Bank may establish from time to time. The digital image of the check transmitted to Bank using the RDC Services must accurately and legibly provide, among other things, the following information: (i) the information identifying the drawer and the paying bank that is preprinted on the check, including complete and accurate MICR information and the signatures; and (ii) 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. The image quality of the check must comply with the requirements established by the American National Standards Institute ("ANSI"), the Board of Governors of the Federal Reserve Board, including the requirements under its Regulation CC, or any other regulatory agency, clearing house or association. The image may be rejected for quality purposes if it does not meet required criteria. Receipt of the image does not guarantee Bank will accept the image.
   
   1.3.1. Endorsements. Company agrees to a restrictive endorsement of any item transmitted through RDC Services containing the following, "FOR DEPOSIT ONLY, Company Name, ACCOUNT #,” or other restrictions deemed appropriate, as determined by Bank, in its sole discretion. Deposits must comply with the restrictive endorsement requirements to be processed using the RDC Services. Endorsements must be made on the back of the item within 1½ inches from the top edge, although Bank may, at is sole discretion, accept endorsements outside this space. Company agrees and understands that any loss incurred from a delay or processing error resulting from an irregular endorsement or other markings by Company will be the Company's sole responsibility. A check payable to two payees must be endorsed by both payees.
   
   1.4. Receipt of Items. Upon receipt of the digital image of the check, Bank may review the check image for acceptability and will convert items meeting Bank's requirements into substitute checks to facilitate the deposit and collection of such items. Company understands and agrees that electronically transmitting a digital image of a check does not constitute receipt by Bank. Company understands that, in the event Company receives a notification from Bank confirming receipt of an image, such notification does not mean that the image contains no errors or that the item will be accepted. Bank is not responsible for any image that Bank does not receive and is not liable for any loss or failure to collect that results from an inaccurate or illegible check or checks that fail to meet all required criteria. Following receipt of the image, Bank may process the image by preparing a "substitute check" or by other means. Notwithstanding anything to the contrary, Bank reserves the right, within its sole discretion, to accept or reject any item for remote deposit into Company's Account and, in the event Bank rejects an item for remote deposit, Company understands and agrees that Company must deposit the original item at a bank branch. Company understands and agrees that even if Bank does not initially reject an item that Company deposits through the RDC Services, Bank may return the substitute check that Bank created because, among other reasons, the paying bank deems the electronic image illegible. Bank's failure to reject such an item shall not limit Company's liability to Bank. Company understands that any amount credited to Company's Account for items deposited using the RDC Services is a provisional credit and that Bank shall be entitled to revoke the same without prior notice if the substitute check is rejected or returned to Bank. Company agrees to indemnify Bank against any loss that Bank suffers because of Bank's acceptance of the remotely deposited check.
   
   1.5. Rejection of Deposits. Bank is not liable for any service or late charges levied against Company due to Bank's rejection of any item that Company attempts to deposit using remote deposit. In all cases, Company is solely responsible for any loss or overdrafts plus any applicable fees to Company's Account due to an item being returned. For items that are returned unpaid, a notice will be sent to Company. With respect to any item that Company transmits to Bank for remote deposit that Bank credits to Company's Account, in the event such item is dishonored, Company authorizes Bank to debit the amount of such item from any of Company's Accounts.
   
   1.6. Deposit Limits. Bank may establish limits on the dollar amount and/or number of items or dollar amounts deposits from time to time. If you attempt to initiate a deposit in excess of these limits, Bank may reject your deposit. If Bank permits Company to make a deposit in excess of these limits, such deposit will still be subject to the terms of this Agreement, and Bank will not be obligated to allow such a deposit at other times.
   
   1.7. Check Retention and Destruction. Upon Company's receipt of a confirmation from Bank that Bank has received the image of an item, Company agrees to prominently mark the item as (Electronically Presented) along with the date of electronic presentment to ensure that it is not re-presented for payment. Company agrees to securely store each original check that it deposits using the RDC Services for a period of forty-five (45) days after transmission to Bank in order to verify settlement and credit or to balance periodic statements. After such period expires, Company agrees to destroy the original check. Company understands and agrees that Company is solely responsible for any loss caused by its failure to secure an original check. Company agrees never to represent a previously deposited check. During the retention period, Company will promptly provide to Bank any retained check, or a sufficient copy of the front and back of the check, as requested, to assist Bank in the clearing and collection process, to resolve claims by third-parties with respect to any check, or for Bank's audit purposes. If Company is unable to provide a sufficient copy of the front and back of the check, Company agrees that it will be solely liable for any unresolved claims by third-parties.
   
   1.8. MICR Repair Capability. Company shall be given the capability to manually correct MICR information on an item that did not transmit accurately or legibly when scanned. Company agrees to be solely responsible for any loss or damages that may result from Company's manual entry and agrees to hold harmless and indemnify Bank for any actions taken by Bank in reliance on Company's manual entry.
2. Processing, Transmittal, and Settlement by Bank. Unless an item is rejected, Bank shall process items received from Company, transmit such deposits to Bank's correspondent Federal Reserve Bank, and settle for such deposits in accordance with the terms hereof. All deposits using RDC Services should be received by Bank on a Business Day prior to the cut-off time established by Bank from time to time. If deposits are not received on a Business Day or by the applicable cut-off time, Bank cannot guarantee that deposits will be processed that day. Bank may accept these deposits and they will be forwarded to the Federal Reserve Bank no later than Bank's next regularly scheduled delivery time. Bank shall give provisional credit as provided herein and in its funds availability policy, as amended from time to time, and subject to revocation of credit for deposits as allowed by applicable law.
3. Equipment and Hardware and Software Requirements. To use the RDC Services, Company must obtain and maintain, at its sole expense, compatible equipment, hardware, software, and telecommunication services as specified by Bank from time to time. Company is solely responsible for electronically transmitting deposit items, accessing the RDC Service, and for maintaining its equipment, whether such equipment is purchased or provided by Bank. Company will be responsible for the payment of all telecommunications expenses associated with its use of the RDC Services. Bank makes no representations or warranties and has no responsibility or liability for providing or servicing any equipment, hardware, software or services for Company. Further, Bank is not responsible for any third-party software Company may need to use the RDC Services. Any such third-party software is accepted by Company "AS IS" and is subject to the terms and conditions of the software agreement Company enters into directly with the third-party software provider at time of download and installation. Company agrees to complete any changes and/or upgrades to the system as required by Bank within thirty (30) days of such request, or such earlier time as Bank may require from time to time.
4. Security Procedures. Company shall comply with the security requirements established by Bank from time to time with respect to deposits transmitted by Company to Bank. Company acknowledges that the purpose of any such security procedure is for verification of authenticity and not to detect errors in transmission or content of a deposit. Company is strictly responsible to establish and maintain the security protocol to safeguard against unauthorized transmissions. If a deposit received by Bank alleges to have been transmitted or authorized by Company, it will be deemed effective as Company's deposit and Company shall be obligated to Bank for the amount of the deposit. In the event the deposit was not authorized by Company, Company will be liable for the amount of the deposit, provided Bank accepted the deposit in good faith and acted in compliance with any applicable security procedures. If a deposit received by Bank is erroneous in any manner and was transmitted or authorized by Company, Company shall reimburse Bank the amount of the deposit, whether or not Bank complied with any applicable security procedures with respect to that deposit. Reimbursement may be accomplished by Bank initiating a chargeback to Company's Account.
5. Ownership and License. Company agrees that Bank retains all ownership and proprietary rights in the RDC Services, associated content, technology, and website(s). Company may not copy, reproduce, distribute or create derivative works from the content and agree not to reverse engineer or reverse compile any of the technology used to provide the RDC Services. If Bank provides any software to Company in connection with the RDC Services, Company may use that software on any Company owned and operated machine. The software may not be provided to any other person (even if such person is an agent of Company) without the prior written consent of Bank. The release of software to a Company's agent will be dependent upon the agent's agreement to contractual terms deemed acceptable by Bank.
6. Errors. Any remote deposits made through the RDC Services will be reflected on Company's monthly periodic account statement. Company agrees to review its statements (whether e-Statement or paper statements) promptly upon receipt or becoming available on VBO, whichever occurs first, and to report any unauthorized transactions, errors or discrepancies in accordance with the time period established by the UCC, as amended herein. Unless Company notifies the Bank within such applicable time period, such statement regarding all deposits made through the RDC Services shall be deemed correct, and Company shall be precluded from bringing a claim against the Bank for such alleged error.
7. Errors in Transmission. By using the RDC Services, Company accepts the risk that an item may be intercepted or misdirected during transmission. The Bank bears no liability to Company or others for any such intercepted or misdirected items or information disclosed through such errors.
8. Cooperation with Investigations. Company agrees to cooperate with us in the investigation of unusual transactions, poor quality transmissions, and resolution of Company claims, including by providing to us, upon request and without further cost, any originals or copies of items deposited through the Services in your possession and your records relating to such items and transmissions.
9. Company's Warranties. Company makes the following warranties and representations with respect to its use of the RDC Services and each image of an original check Company transmits to Bank using the RDC Services: (i) the drawer of the check has no defense against payment of the check; (ii) the original check contains all necessary endorsements; (iii) the amount, the payee, signature(s), and endorsement(s) on the original check are legible, genuine, and accurate; (iv) the electronic image of a check accurately represents all of information on the front and back of the original check as of the time that the original check was truncated, without any alteration, and the check image contains a record of all MICR line information required for a substitute check and the amount of the check, and the check satisfies all of the requirements of Check 21 and Regulation CC; (v) each check that Company submits to Bank for deposit will not be presented again or resubmitted in any format to Bank or to any other person or financial institution for payment resulting in the same drawer's account to be debited twice or the Bank being charged twice; (vi) other than the digital image of an original check that Company remotely deposit through the RDC Services, there are no other images of the original check; (vii) each original check was authorized by the drawer in the amount stated on the original check and to the payee stated on the original check; (viii) the information Company provided on any of the associated TM Documents is true and correct and, in the event any such information changes, Company will immediately notify Bank of the change; (ix) Company has not knowingly failed to communicate any material information to Bank; (x) Company will securely retain possession of each original check deposited using the RDC Services for the required thirty (30) day retention period and neither Company nor any other party will resubmit the original check for payment; (xi) Company will not use the RDC Services and/or its accounts for any illegal activity or transactions; (xii) files and images transmitted to Bank will contain no viruses or any other disabling features that may have an adverse impact on Bank's network, data, or related systems, and (xiii) each check Company submits for deposit is drawn in United States dollars on a financial institution located within the United States, excluding its territories. Moreover, Company warrants and represents that it will complete and comply with Bank's initial and annual training requirements and shall sign and return any certification required by Bank promptly. If Bank or its affiliates or their respective directors, officers or employees suffers any loss, liability, costs, damages, or expenses, including reasonable attorney's fees, arising directly or indirectly from a breach of the warranties in this section, Company will indemnify the Bank and its affiliates or their respective directors, officers or employees and not hold them responsible or liable.
10. Transfer Warranty Indemnities. In the case of transfers for collection or payment, Bank makes the following warranties to the transferee bank, any subsequent collecting bank, the paying bank, and the drawer: (i) the electronic image of a check accurately represents all of information on the front and back of the original check as of the time that the original check was truncated, and the electronic information includes an accurate record of all MICR line information required for a substitute check and the amount of the check; and (ii) the warrantee will not receive a presentment of or otherwise be charged for an electronic check, an electronic returned check, the original such that the warrantee will be asked to make payment based on a check it has already paid. In the case of transfers for return, Bank makes the same warranties to the transferee returning bank, any subsequent returning bank, the depository bank, and the owner. If Bank or its affiliates or their respective directors, officers or employees suffers any loss, liability, costs, damages, or expenses, including reasonable attorney's fees, arising directly or indirectly from a breach of the warranties in this section, Company will indemnify the Bank and its affiliates or their respective directors, officers or employees and not hold them responsible or liable.
11. Second Presentment Indemnity. In providing the RDC Services to Company, Bank is required to indemnify a depository bank that accepts the original check from which an electronic image of a check is created for losses incurred by that depository bank if the loss is due to the check having already been paid. If Bank or its affiliates or their respective directors, officers or employees suffers any loss, liability, costs, damages, or expenses, including reasonable attorney's fees, arising directly or indirectly from or related to such depository bank indemnity obligation, Company will indemnify the Bank and its affiliates or their respective directors, officers or employees and not hold them responsible or liable.
12. Electronically Created Item Indemnity. If Company transfers or presents an "electronically created item" and receives settlement or other consideration for it, the Bank is required to indemnify each transferee bank, any subsequent collecting bank, the paying bank, and any subsequent returning bank, against losses that result from the fact that (i) the electronic image or electronic information is not derived from a paper check; (ii) the person on whose account the electronically created item is drawn did not authorize the issuance of the item or to the payee stated on the item; or (iii) a person receives a transfer or presentment, or return of, or otherwise is charged for an electronically created item such that the person is asked to make payment based on an item or check it has paid. If Bank or its affiliates or their respective directors, officers or employees suffers any loss, liability, costs, damages, or expenses, including reasonable attorney's fees, arising directly or indirectly from or related to such electronically created item, Company will indemnify the Bank and its affiliates or their respective directors, officers or employees and not hold them responsible or liable.
13. Mobile Deposit Capture. Company may request Mobile Deposit Capture, which allows Company to use a compatible camera-enabled smart phone or device ("Mobile Device") to make deposits to Company's checking, savings, or money market savings accounts from home or other remote locations.
    
    13.1. Mobile Deposit Services. The mobile deposit capture services ("Mobile Deposit Services") are designed to allow Company to scan original paper checks or other deposit items and electronically transmit a digital image of the same to Bank or Bank's designated processor for deposit. Images submitted to Bank electronically for deposit are not deemed received until Bank accepts and confirms receipt of the deposit.
    
    13.2. Limitations of Mobile Deposit Service. Bank will use reasonable efforts to make the Mobile Deposit Services available for Company's use on a continuous basis. When using the Mobile Deposit Services, Company may experience technical or other difficulties. Bank will attempt to post alerts on its website or to notify Company of these interruptions in service. To the extent Company experiences technical difficulties using the Mobile Deposit Services, Company agrees to transport or mail the originals of all checks to the closest Bank location. Bank will not assume responsibility for any technical or other difficulties or any resulting damages that Company may incur. Some of the Mobile Deposit Services have qualification requirements, and Bank reserves the right to change the qualifications at any time without prior notice. Bank reserves the right to change, suspend or discontinue the Mobile Deposit Services, in whole or in part, or Company's use of the Mobile Deposit Services, in whole or in part, immediately and at any time without prior notice to Company. In no event, shall Bank be liable to Company for unavailability of Mobile Deposit Services, or Company's inability to access Mobile Deposit Services or to execute functions of Mobile Deposit Services.
    
    13.3. Mobile Device Requirements. In order to use the Mobile Deposit Services, Company must obtain and maintain, at Company's expense, a mobile device that supports 128-bit encryption. Company must download, install and use certain systems and programs developed by Bank, its licensors, or other third parties. Bank will not be responsible for any damage to Company's mobile device(s) resulting from those activities, and Company will be engaging in those activities at its own risk. Company is responsible for obtaining its own mobile communications service provider. Bank is not responsible for any third-party software or related agreements Company may need to use the Mobile Deposit Services. Company must request access to and qualify, and/or Bank must approve Company's request, to use the Mobile Deposit Services.
    
    13.4. Other Terms and Conditions. Company understands and agrees that all other requirements, standards, warranties, indemnities, limitations, and other terms and conditions that apply to the RDC Services also apply to Mobile Deposit Services, and Company agrees to abide by and be bound thereby. Company further understands and agrees that the specific terms of Mobile Banking Services contained in this Agreement, and any other agreements, terms and conditions applicable to the Mobile Banking Services and the Mobile App are incorporated herein by reference and apply to Mobile Deposit Services, and Company agrees to abide and be bound thereby.

G. Wire Transfer Services

1. Wire Transfer Service. With respect to Wire Transfers or other transfers of funds which are not governed by the Electronic Funds Transfer Act or, as applicable for certain Business Accounts, any Treasury Management Agreement that you may have with us, you agree to comply with this Section and any of our Security Procedures designed to verify the authenticity of such Wire Transfers or other transfers. The following provisions set forth your rights and responsibilities with regard to Wire Transfer requests you initiate or receive. Although a Wire Transfer is an electronic payment, it does not process as an ACH Item or an electronic funds transfer item that is subject to the Electronic Funds Transfer Act and Regulation E. You hereby authorize and request that we make wire or similar transfers of funds from time to time in accordance with the provisions and procedures more fully set forth in other Sections and/or other agreements and documents pertaining to your Account(s) with us.
2. Payment Order. You agree that a funds transfer can also be called a wire transfer and it is generally defined as the transaction or series of transactions that begin with the originator's payment order, made for the purpose of making payment to the beneficiary of the order. A funds transfer is completed by the acceptance of the beneficiary's bank of a payment order for the benefit of the beneficiary of the originator's order. You may give us a payment order orally, electronically or in writing, but your order cannot state any condition to payment to the beneficiary other than the time of payment.
   
   Wire Transfer requests must be completed by you, an authorized signer or an authorized agent with respect to your Account(s). Any request by you, an authorized signer or an authorized agent for a Wire Transfer of funds, or any amendment or modification to, or cancellation of, that request, or any related instruction, is referred to in this Agreement as a “Payment Order.” As used herein, the term “Payment Order” shall be deemed to include a request to transfer funds by wire by means of the Federal Reserve Fedwire®, through a Correspondent Bank, the Society for Worldwide Interbank Financial Telecommunication (“SWIFT”), TELEX, computer terminal, or other means. The term shall be deemed not to include transfers made through ACH system within the United States, as defined by NACHA Operating Rules as those rules may be amended from time to time.
3. Authorized Accounts for Wire Transfer Services. You agree that unless otherwise agreed to by you and us in writing, each Account you maintain with us is authorized to transfer and receive funds via wire. You may limit Accounts which are authorized to transfer and receive funds via Wire Transfers by notifying us in writing that such account is not authorized to pay or receive Wire Transfers. Such notice will not be effective until it is acknowledged in writing by us and we have a reasonable time to act thereon.
4. Authorized Agents. You, each authorized signer on your Account(s), and, with respect to Business Accounts, those persons who you or your authorized signers designate or otherwise authorize to give Payment Order instructions to us or otherwise authorize to give instructions to us for the transfer of funds and matters related thereto are referred to collectively in this Section as “Authorized Agents.” You represent and warrant to us that each Authorized Agent is authorized by you and on your behalf to initiate and verify Payment Orders. You agree to complete such documentation as we may require in our sole discretion to identify your Authorized Agents.
5. Funds Transfer Procedures. Subject to our normal banking hours and other deadlines, whether legal, regulatory, or contractual, you hereby authorize and direct us to make transfers and to act upon any Payment Order upon receipt, whether transmitted online, in writing, via facsimile transmission, via electronic mail, via telephone, or by any other means. Unless you are otherwise notified in writing, we will receive Payment Orders on Business Days between the hours expressed on the respective annex. Wire Transfers must be both received and approved by us prior to the applicable cutoff time in order to be processed on the same Business Date. Any Payment Order received or approved by us after the applicable cutoff time, may be treated as having been received on the next Business Day.
   
   We will use reasonable efforts to execute all Payment Orders received in accordance with this Agreement and by the date designated by you, provided that such Payment Orders are received on the days and during the hours of our operations as set forth above. Notwithstanding the foregoing, you understand and agree that we may not execute a Payment Order immediately on receipt and that there may be some lapse in time between you initiating a Payment Order and us executing it. You agree that we shall have a reasonable amount of time to execute on any Payment Order, including such time as necessary for us to confirm to our satisfaction your compliance with this Agreement and the security procedures described herein.
   
   We will not be deemed to have accepted a Payment Order until such Payment Order is actually executed. For purposes of this Agreement, a Payment Order is deemed executed once we issue an order intended to initiate your Payment Order through a Wire Transfer system. You acknowledge and agree that we may select any intermediary financial institution, system, or means of transmittal to transmit funds, including, but not limited to, the Fedwire® Wire Transfer system for the transfer of domestic funds. Furthermore, you acknowledge and agree that our selection may differ from that indicated in your Payment Order
   
   You acknowledge and agree that we are not obligated to accept any Payment Order. We may, in our sole discretion, reject a Payment Order for any reason including, but not limited to, any of the following reasons: (i) you fail to submit the Payment Order in sufficient time to meet your requested execution date; (ii) there are insufficient funds in your Account(s) to cover the amount of the Payment Order; (iii) the Payment Order contains incomplete instructions; (iv) we are unable to verify to our satisfaction that the Payment Order has been submitted in accordance with all applicable Security Procedures, including those contained in this Agreement; or (v) you have failed to meet your obligation for payment of fees and charges owed to us under this Agreement or any other Agreement between you and the Bank. In the event a Payment Order is rejected, we will make reasonable efforts to notify you; such notice may be provided electronically or through any other manner permissible under applicable law. Funds from incoming transfers will not be deemed collected or credited to the Authorized Accounts or other Accounts you maintain with us until such time as we receive final settlement through the Federal Reserve Bank Wire Transfer system, or otherwise receive payment as provided in the Article 4A of the UCC or other applicable law. You agree that the terms and conditions set forth herein constitute a commercially reasonable method of facilitating Wire Transfers by you.
6. Security Procedures for Wire Transfers and Related Limitation of Bank Liability. YOU AGREE THAT YOU HAVE SOLE RESPONSIBILITY FOR EVALUATING AND APPROVING THE LEVEL OF SECURITY PROCEDURES FOR ISSUING PAYMENT ORDERS GIVEN THE SIZE AND TYPE OF ACCOUNTS YOU MAINTAIN WITH US AND THE SIZE, TYPE, AND FREQUENCY OF TRANSACTIONS YOU INTEND TO MAKE. YOU ALSO AGREE THAT YOU HAVE SOLE RESPONSIBILITY FOR MAINTAINING THE CONFIDENTIALITY, MAINTENANCE, USE OF, CONTROL OVER, AND ACCESS TO, YOUR PASSWORD(S), LOG-IN ID(S), SECURITY TOKENS, PIN(S), PASSCODE(S), AND/OR SECURITY DEVICES OR OTHER INFORMATION THAT WE MAY USE IN OUR SOLE DISCRETION (SUCH AS “CHALLENGE QUESTIONS”) TO ATTEMPT TO AUTHENTICATE PAYMENT ORDERS.
   
   You agree to: (1) limit use and access of all access number(s), password(s), log-in ID(s), security tokens, security token serial numbers, PIN(s), passcode(s), and other information intended to authenticate Payment Orders to trusted persons who need such information; (2) instruct such persons that they are not to disclose any access number(s), password(s), log-in ID(s), security tokens, security token serial numbers, PIN(s), passcode(s), or other information intended to authenticate Payment Orders to any other person; and (3) establish and maintain procedures to ensure that all access number(s), password(s), log-in ID(s), security tokens, security token serial numbers, PIN(s), passcode(s), and other information intended to authenticate Payment Orders will be maintained in strictest confidence and to safeguard against unauthorized access thereto.
   
   You agree that each time you initiate a Payment Order, you represent and warrant that, in view of the size and type of your Account(s) and your requirements, (a) the security procedure you have chosen for issuing Payment Orders is a satisfactory method of verifying the authenticity of any Payment Order, and (b) you have in place proper supervision and safeguards to maintain the confidentiality and security of your password(s), log-in ID(s), security tokens and other PIN(s) and/or security devices or other information intended to authenticate Payment Orders.
   
   YOU AGREE THAT TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WE WILL NOT BE LIABLE FOR ANY INSTRUCTION, PAYMENT ORDER, AMENDMENT, OR CANCELLATION, OR ANY LOSS ARISING THEREFROM, ERRONEOUSLY TRANSMITTED BY YOU OR ANYONE AUTHORIZED BY YOU HEREUNDER OR CONTAINING AN ERROR IN CONTENT AS PROVIDED BY YOU OR ANYONE AUTHORIZED BY YOU HEREUNDER, REGARDLESS OF WHETHER WE FOLLOWED THE SECURITY PROCEDURES AGREED UPON HEREIN OR ANY APPLICATION HERETO.
   
   Without limiting the foregoing, we may, but are not obligated to, verify the authenticity of a Payment Order. For Payment Orders transmitted via our Online Banking System or our Treasury Management Services, as applicable, the access number(s), password(s), log-in ID(s), security tokens, security token serial numbers, PIN(s), passcode(s), or other procedures described in our other agreements with you governing those systems will be required for access.
   
   For Payment Orders transmitted via facsimile, via electronic mail, and/or via telephone, prior to accepting any Payment Order over certain amounts, our internal policy may generally require that a call be made to you or other Authorized Agent. However, you acknowledge that our internal policies are only for the internal benefit/protection of the Bank, and do not create any duties for the bank.
   
   YOU REPRESENT AND WARRANT THAT, IN YOUR VIEW, THE SECURITY PROCEDURES DESCRIBED IN THIS SECTION ARE A SATISFACTORY AND COMMERCIALLY REASONABLE METHOD FOR US TO VERIFY THE AUTHENTICITY OF A PAYMENT ORDER GIVEN THE SIZE AND TYPE OF ACCOUNTS YOU MAINTAIN WITH US AND THE SIZE, TYPE, AND FREQUENCY OF TRANSACTIONS YOU INTEND TO MAKE. YOU AGREE THAT WE SHALL BE CONCLUSIVELY DEEMED TO HAVE DISCHARGED OUR DUTY TO ACT IN GOOD FAITH IF WE HAVE FOLLOWED THE PROCEDURES DESCRIBED IN THIS SECTION (REGARDLESS OF WHETHER OR NOT OUR INTERNAL POLICIES OR PROCEDURES REQUIRE SOMETHING DIFFERENT) AND YOU ASSUME FULL RESPONSIBILITY FOR ALL PAYMENT ORDERS EXECUTED BY US USING THE PROCEDURES DESCRIBED IN THIS SECTION.
   
   You acknowledge and agree that we have made one or both of our Online Banking and (for certain Business Accounts) Treasury Management Services with additional Security Procedures available to you to transmit Payment Orders. You further acknowledge and agree that Payment Orders transmitted to us via facsimile, via electronic mail, and via telephone may pose a higher degree of risk than those transmitted to us via our Online Banking and Treasury Management Services. IF AT ANY TIME YOU OR ANY OF YOUR AUTHORIZED AGENTS ELECT TO TRANSMIT A PAYMENT ORDER VIA FACSIMILE, VIA ELECTRONIC MAIL, AND/OR VIA TELEPHONE: (A) YOU REPRESENT AND WARRANT THAT YOU UNDERSTAND THE RISK OF TRANSMITTING PAYMENT ORDERS IN SUCH MANNER AND WITHOUT THE SECURITY PROCEDURES WE MAKE AVAILABLE FOR TRANSMITTING PAYMENT ORDERS ELECTRONICALLY, AND YOU HAVE IN PLACE YOUR OWN SECURITY PROCEDURES THAT YOU DEEM ADEQUATE TO PROTECT YOURSELF AGAINST THE RISK OF LOSS THAT MAY BE ATTRIBUTABLE TO FRAUDULENT OR UNAUTHORIZED PAYMENT ORDERS TRANSMITTED VIA FACSIMILE, VIA ELECTRONIC MAIL, AND/OR VIA TELEPHONE (INCLUDING, BUT NOT LIMITED TO, SECURITY PROCEDURES THAT PREVENT OR REDUCE THE LIKELIHOOD OF ELECTRONIC MAIL COMPROMISE), AND (B) YOU ASSUME ALL RISK AND LIABILITY FOR, AND RELEASE AND HOLD US HARMLESS FROM, ANY AND ALL LOSSES, DAMAGES, COSTS, AND EXPENSES (INCLUDING REASONABLE ATTORNEYS’ FEES) INCURRED AS A RESULT OF OUR HAVING ACCEPTED IN GOOD FAITH ANY PAYMENT ORDER FROM (OR PURPORTING TO BE FROM) YOU TRANSMITTED VIA FACSIMILE, VIA ELECTRONIC MAIL, OR VIA TELEPHONE FROM (OR PURPORTING TO BE FROM) YOU OR ANY OF YOUR AUTHORIZED AGENTS.
   
   You agree that the Bank has advised you of the possible risks of sending confidential information such as bank account or personally identifying information through unsecure channels such as email or facsimile. You agree that we shall have no responsibility or liability for confidential information communicated by you to the Bank via unsecure channels.
   
   Without limiting any of the foregoing, we reserve the right, in our sole discretion, to require any of the following additional methods of authentication before we accept or act on any Payment Order: (a) require that a Payment Order be submitted to us in writing, bearing the signature of you or other Authorized Agent, on a form to be provided by us; and/or (b) require that a return call may be made to an Authorized Agent to verify the authenticity of such Payment Order; and/or (c) require authenticating information including such authenticating information as PINs, passwords, or other information (such as “challenge questions”) intended to authenticate instructions; and/or (d) require that such other security requirements be met as we deem necessary to authenticate a transaction. You understand and agree that your failure to submit a request to us on our form, to accept a return call, or comply with any other security requirements that we require may result in us rejecting a Payment Order. You further understand and agree that we are not required to do any of the foregoing described in (a)–(d) and the fact that we do not take such action in one case shall not waive our right to take such action in another case, nor the fact that we took such action in one case establish an expectation on your part that we will take such action in the future. You also understand and agree that we may change our Security Procedures or add new requirements at any time, and, upon notice to you, you will comply with such changes.
   
   For certain Business Accounts which are set up to receive electronic wire notification alerts through our Treasury Management Service, after receiving a Payment Order, we will send you an electronic message via our Online Treasury Management Services setting forth the date, amount, and other information regarding the Payment Order. The confirmation will be sent to you on the Business Day your Payment Order is received based on the instructions we have on file for you. Regardless of the manner in which a Payment Order is received, on occasion we may mail, email, or facsimile to you at such address and number(s) as you must designate from time to time, other confirmation setting forth the foregoing information regarding a Payment Order. In addition, your periodic statement will also include such information. You may also access your Account details by way of our Treasury Management Services (for certain Business Accounts), Online Banking System, and/or our telephone banking services. You agree to examine each electronic message, confirmation, and periodic statement upon receipt and to notify us immediately of any perceived error or other problem regarding any Wire Transfer.
   
   Payment Orders may be subject to other Agreements between us and you (for example, our Online Banking Agreement), and you agree to comply with such other Agreements. You agree that you have been advised of, and will comply with, all Security Procedures set forth in this Agreement and any other applicable Agreement between us and you. You agree that your failure to comply with our Security Procedures in this Agreement and any other applicable Agreement shall result in you being responsible for any liability, loss or damage resulting from such failure.
7. Customer Verification. You agree that we are authorized, but not obligated, to rely upon and act in accordance with any Payment Order or other instruction or communication by facsimile, phone, email, or other electronic transmission (including without limitation any transmission by use of our software or the Internet, if applicable) received by us without inquiry on our part as to its accuracy or correctness. You further agree that we may, but are not obligated to, verify the accuracy or correctness of any Payment Order or other instruction or communication you provide us. If we attempt to verify the accuracy or correctness of a Payment Order, or other instruction or communication, and are unable to do so, we may, in our sole discretion, either make the transfer or decline to make the transfer or follow the instructions or decline to follow the instructions. In such event, we shall not be liable to you for any actual loss of any kind or in any amount, provided we have acted in good faith, even if such Payment Order or other instruction or communication contains inaccurate or erroneous information. You acknowledge and agree that you should verbally verify all Payment Orders and other instructions and communications prior the time that you send such Payment Orders to us.
8. Wire Transfer Options. You may initiate Payment Orders on an as-needed basis (“Standard Transfer”) and/or may establish a predetermined, preauthorized schedule of Payment Orders (“Repetitive Transfer”). For Repetitive Transfers, we may require additional documentation and agreements from you, including certain written waivers and indemnities to the extent you request that we waive any of our normal internal security procedures in connection with a Repetitive Wire. Additionally, upon receipt of documentation deemed satisfactory to us in our sole discretion, you may permit third parties to initiate a reverse Wire Transfer with the effect of debiting your Account with us and crediting the third party’s Account in accordance with the authorized Payment Order.
9. Wire Transfer Customer Responsibilities. You agree that you have sole responsibility for ensuring the accuracy of any Payment Order. You understand that the numbers assigned to other financial institutions and to the financial Accounts of recipients of transfers (known as beneficiaries) with us and other financial institutions are critical to Payment Orders. IF ANY PAYMENT ORDER BY YOU DESCRIBES THE INTENDED BENEFICIARY OF FUNDS INCONSISTENTLY BY NAME AND ACCOUNT NUMBER THAT PAYMENT BY THE RECEIVING FINANCIAL INSTITUTION (WHICH MAY BE US) MAY BE MADE ON THE BASIS OF ACCOUNT NUMBER ALONE EVEN IF THAT ACCOUNT IS NOT OWNED BY THE PERSON OR ENTITY NAMED IN THE PAYMENT ORDER. WE WILL NOT BE LIABLE FOR ANY ERRORS OR LOSSES RESULTING FROM ANY ERRORS IN OR CHANGES TO THE BENEFICIARY INFORMATION PROVIDED BY YOU. YOU HEREBY AGREE AND ACKNOWLEDGE THAT WE, THE BENEFICIARY’S FINANCIAL INSTITUTION, AND EVERY INTERMEDIARY FINANCIAL INSTITUTION ARE NOT RESPONSIBLE FOR DETECTING ANY CUSTOMER ERROR CONTAINED IN ANY INDIVIDUAL PAYMENT ORDER.
   
   If requested, you agree to provide an address of the beneficiary of each requested transaction. You represent and warrant to us that each transfer initiated by you is in compliance with the laws of the United States of America, including, without limitation, economic sanctions administered by the U. S. Officer of Foreign Assets Control (“OFAC”) and any other applicable laws.
10. Certain Bank Responsibilities. Our duties and responsibilities with respect to a Payment Order and any Wire Transfer service are limited to those described in this Agreement. Our liability for failure to execute a Payment Order, if any, shall be limited as set forth in this Agreement. We will use ordinary care in performing under this Agreement, but will be responsible for any loss sustained by you only to the extent such loss is incurred as a direct result of our gross negligence or willful misconduct. However, in such case, our liability will extend only to the resulting direct loss not to exceed the amount of the disputed transfer and any related fees. Notwithstanding the foregoing, you agree that we will not be responsible for any liability, loss, or damage resulting from: your failure to follow this Agreement or any procedures we require for transmitting Payment Orders, of which we have notified you; or any delay in the performance by us of, or failure to perform, the provisions of this Agreement; or the acts or omissions of any other person. You further agree that to the fullest extent permitted by law we shall not be liable for any special, indirect, exemplary, or consequential damages, including, but not limited to, lost profits, even if we have been informed of the possibility of such damages.
    
    IN THE EVENT THAT A PAYMENT ORDER IS UNAUTHORIZED BUT EFFECTIVE PURSUANT TO THE SECURITY PROCEDURES AND OTHER PROCEDURES AGREED TO HEREIN, WE ARE ENTITLED TO ENFORCE OR RETAIN PAYMENT FOR THE PAYMENT ORDER FROM YOU UNLESS YOU CAN PROVE THAT THE PAYMENT ORDER WAS NOT CAUSED, DIRECTLY OR INDIRECTLY, BY A PERSON EITHER
    (I) ENTRUSTED AT ANY TIME WITH DUTIES TO ACT ON YOUR BEHALF WITH RESPECT TO SUCH PAYMENT ORDER OR THE SECURITY PROCEDURES OR OTHER PROCEDURES HEREIN, OR (II) WHO OBTAINED ACCESS TO YOUR TRANSMITTING FACILITIES OR WHO OBTAINED, FROM A SOURCE CONTROLLED BY YOU AND WITHOUT AUTHORITY OF US, INFORMATION FACILITATING A BREACH OF THE PROCEDURES, REGARDLESS OF HOW THE INFORMATION WAS OBTAINED OR WHETHER YOU WERE AT FAULT.
11. Foreign Currencies. You agree that if you request a transfer of funds in a currency other than United States dollars, we will convert the currency at our quoted exchange rate for the specified foreign currency. If any funds are returned to you in a currency other than United States dollars, we will convert the returned foreign currency into United States dollars at its current exchange rate for such currency at the time of the return. If we do not have current exchange rates for the particular foreign currency involved, we will use its best efforts to convert the currency promptly through reasonable commercial and/or banking channels, and you shall pay us a reasonable fee for such services. In no event shall we be liable to you for any losses arising from currency conversions effected by us in good faith within a reasonable time after receiving funds for conversion. Each foreign currency transfer may be executed through a selected correspondent bank of ours. The transfer will be assigned a value date, or date of final credit to beneficiary in accordance with the spot date generally used by the foreign exchange market or such other value date specified by the correspondent bank.
    
    11.1. Quote and Purchase. The Customer may request a Quote for the purchase of a foreign currency in an Exchange Transaction. To request a Quote, the Customer must provide all of the information requested by the Bank for the Quote, including, at minimum, Base Currency, the Base Amount, the type of currency to be purchased, and the date the purchased currency is to be transferred or paid. With the Quote, the Bank may provide for an exchange rate acceptable to the Bank based on the requested transfer date, Base Currency, Base Amount, and currency to be purchased. The Customer may accept or reject the Exchange Transaction based on the Bank’s Quote. If the Customer accepts the Quote, the Customer shall be obligated to complete and settle the requested Exchange Transaction and shall have no right to revoke, amend, or adjust the Exchange Transaction. Additionally, the Customer shall be obligated to provide a complete Wire Transfer request to the Bank to transfer the exchanged funds to another account denominated in the requested foreign currency. The Bank will purchase the requested amount of foreign currency at the quoted exchange rate on the Business Day in which the Exchange Transaction is requested. Unless accepted by the Customer prior to expiration, a Quote expires no later than 60 seconds after the time the Bank submits the Quote to the Customer. The Bank’s determination on the passage of time from when it submits a Quote shall be conclusive. The Bank shall not be bound by a Quote that has not been accepted by Customer.
    
    11.2. Settlement. All currency exchanges will be settled between the Customer and the Bank immediately upon the Customer’s acceptance of each Quote the same or next Business Day in which the exchange is requested. The Customer may specify a later date for payment or transfer of funds to a beneficiary. However, all currency exchanges shall take place immediately upon the Customer’s acceptance of each Quote from the Bank. Exchanges will be settled at the rate quoted by the Bank and accepted by the Customer and must be settled with available and collected funds from the Customer’s account with the Bank. The Bank will not hold funds denominated in any foreign currency. The Bank may hold funds denominated in foreign currencies in aggregate in the Bank’s account with another financial institution or with a correspondent bank. The Customer shall have no claim on any amounts of foreign currency held by the Bank in its own accounts or in its accounts with other financial institutions. The currency exchange service.
    
12. Charges and Fees. You agree to pay all charges which we may impose from time to time for following Payment Orders. You shall reimburse us for any out-of-pocket costs incurred by us in carrying out Payment Orders given by an Authorized Agent.
13. Customer Amendment/Cancellation Requests. You acknowledge and agree that you have no right to reverse, amend, adjust, cancel, or revoke a Wire Transfer request after we have executed the Wire Transfer. If you request the reversal, adjustment, amendment, cancellation, or revocation of a Wire Transfer request, we may (but shall not be obligated to) attempt to recover the funds from the transferee using whatever steps we may deem appropriate in our sole discretion. YOU AGREE TO INDEMNIFY US AND HOLD US HARMLESS AGAINST ANY CLAIM, LOSSES, DAMAGES, COSTS, OR EXPENSES (INCLUDING REASONABLE ATTORNEYS’ FEES) WHICH WE MAY INCUR IN ATTEMPTING TO EFFECT SUCH RECOVERY OF FUNDS. WE MAKE NO REPRESENTATION OR
    WARRANTY AS TO OUR ABILITY TO REVOKE OR CANCEL A WIRE TRANSFER ONCE MADE. If the Customer cancel, amend or does not provide sufficient information to complete a funds transfer of purchased foreign currency prior to 4 p.m. CST on the date the transfer was requested, the Bank may repurchase U.S. Dollars with the foreign currency funds and return the funds in U.S. Dollars to the Customer’s account. The Bank may charge a fee for the repurchase and may use any exchange rate reasonably available to the Bank to execute the repurchase. The Bank may also charge to the Customer any fees charged by a third-party to the Bank for facilitating the repurchase of U.S. Dollars. Such third-party fees may be substantial and are not within the control of the Bank. The Customer acknowledges that such repurchase transactions may result in a significant loss to the Customer. The Customer understands such risk of loss and bears all risk of loss due to a repurchase of U.S. Dollars caused by the Customer’s failure to provide a complete transfer request to the Bank or caused by any other failure of the Customer’s transfer request under the terms of this agreement.
14. Additional Funds Transfer Provisions. You agree that the Bank shall have no responsibility or liability for any inaccuracy, interruption or delay in transmission and for claims occasioned by any circumstances beyond the Bank’s reasonable control.
    
    You agree that you have sole responsibility for determining the level of security procedures for issuing instructions for funds transfers. We have no duty to investigate the authenticity of any application, instruction or other communication you provide us. Also, we have no liability to you for acting upon any instruction, application, amendment or other communication purportedly transmitted by you even if such application, amendment or message:
    • Contains inaccurate or erroneous information.
    • Constitutes unauthorized or fraudulent instructions or communications.
    • Includes instructions to pay money or otherwise debit or credit any account.
    • Relates to the disposition of any money, securities, or documents.
    • Purports to bind you to any agreement or other arrangement with us or with other persons or to commit you to any other type of transaction or arrangement.
      
      You agree that we are authorized, but not obliged, to rely upon and act in accordance with any application, instruction, consent or other communication by fax, phone, email or other electronic transmission (including without limitation any transmission by use of our software or the Internet, if applicable) received by us reasonably purporting to be a communication on your behalf without inquiry on our part as to the source of the transmission or the identity of the person purporting to send such communication. We are also authorized, but not obliged, to rely upon and act in accordance with any application, instruction, consent or other communication by telephone, reasonably purporting to be a communication on your behalf by an authorized person designated by you. You acknowledge that you should orally verify instructions, including all information contained therein before any funds transfer is sent. We may reject any request that does not comply with this Agreement.
      
      You agree that each time you do a funds transfer, you represent and warrant that, in view of your requirements, the security procedure you have chosen (the “Security Procedure”) is a satisfactory method of verifying the authenticity of instructions and/or cancellation instructions. We may offer other possible security procedures, and some may cost additional amounts or cause you to have more stringent or cumbersome methods to request wire transfers, and you hereby acknowledge such services were offered to you, but unless you agree to same in writing, you are refusing same despite our recommendations. You agree we may act on any wire transfer instruction, cancellation instruction, and/or any other instruction.
      
      Customer represents and warrants to Bank that, in addition to Customer, the persons named on additional documents can be designated as Authorized Agents, or are otherwise authorized to act for you, are authorized by Customer and on Customer’s behalf to give instructions to Bank for transfers of funds and matters related to transfers of funds with respect to your accounts. Bank may assign Customer and each Authorized Agent a Person Identification Number (“PIN”) or other number or credentials to use when giving instructions to Bank concerning transfers of funds. Bank shall have no obligation to initiate any requested transfer if a valid PIN or other credentials is not provided by the Customer or an Authorized Agent. Customer understands, and will cause each Authorized Agent to understand, that Customer and the Authorized Agents are responsible for maintaining the confidentiality of each PIN or other credentials. Customer agrees to notify, and to cause each Authorized Agent to notify Bank immediately of any actual, or even suspected breach of the confidentiality of any PIN or other credentials. Customer agrees that Bank shall have no liability to Customer or anyone claiming by, through or under Customer for any loss or damages resulting, directly or indirectly, from breach of security of any PIN or other credentials. Any instruction which is verified as being correct through the use of the PIN or other credentials shall be deemed to be correct.
      
      Customer and Bank hereby agree that no other security procedures for error detection have been established between them unless confirmed in writing. Customer may add or delete any Security Procedures from time to time, upon written notice to Bank. Customer may change the list of accounts or Authorized Agents from time to time upon written notice to Bank. Any such notices must be acknowledged by Bank to be effective. CUSTOMER AGREES AND HEREBY CONFIRMS THAT THE SECURITY PROCEDURES CONSTITUTE A COMMERCIALLY REASONABLE METHOD OF PROVIDING SECURITY AGAINST UNAUTHORIZED TRANSFERS.
      
      You also agree that for this Agreement, the “Security Procedure” means the steps set forth herein or in additional documents or agreements and is intended to be a Security Procedure for verifying the authenticity of transfer requests within the meaning of UCC Article 4A. The Customer agrees that, so long as the Bank acts in good faith and complies with the Security Procedure, a transfer request shall be binding on the Customer, and the Customer shall be liable for payment of the transferred amount plus transfer fees, even if the request was not actually initiated or authorized by the Customer. If the Bank does not follow the agreed Security Procedure but can prove the transfer request was originated or made by or for the benefit of the Customer, the Customer will still be liable for the transfer amount plus transfer fees. The Customer hereby agrees on behalf of itself, employees and agents that Bank may (but has no obligation to) record, electronically or otherwise and without further notice, telephone calls that relate to any transfer request.
      
      Customer agrees not to submit funds transfer requests for illegal purposes. The Bank reserves the right to deny transactions that may be restricted.
      
      You agree that we are liable to you only for actual damages incurred as a direct result of our failure to exercise reasonable care in providing funds transfer services. We will not be responsible for the acts or omissions of any other person. We have no obligation to cancel or amend any instruction after we have received it. If you send us a cancellation instruction to reverse a funds transfer and we are able to verify the authenticity of the cancellation instruction to reverse a funds transfer using a Security Procedure, we will make a reasonable effort to act on your cancellation instruction to reverse the funds transfer. We will not be liable to you if such cancellation instruction to reverse the funds transfer is not affected. In addition to your other indemnification obligations under this agreement, you agree to indemnify us in connection with any such cancellation instruction to reverse a funds transfer as provided by your state’s version of the uniform commercial code (“UCC”) §4A and/or other applicable law. In no event will we be liable for any indirect loss or damage, even if advised of the possibility of such loss.
      
      You understand and agree that other banks, Fedwire processors or other third parties may handle wire transfers, and you agree that we are not liable for the actions of any intermediary, regardless of whether or not we selected the intermediary. We are not responsible for acts of God, disasters, outside agencies, agents or other third parties outside our control.
      
      You agree that your role is extremely important in the prevention of wrongful use of your account. If you find that your records and ours disagree or if you suspect any problem or unauthorized activity on your account, call us immediately. We may require written confirmation of your claim, including an affidavit signed by you on a form acceptable to us. You agree that we have a reasonable period of time to investigate the facts and circumstances surrounding any claimed loss and that we have no obligation to credit your account provisionally. Our maximum liability is the lesser of your actual damages proved or the amount of the missing deposit or the forgery, alteration or other unauthorized withdrawal, reduced in all cases by the amount of the loss that could have been avoided by your use of ordinary care.
      
      You agree that we are not obligated to accept any payment order that you give us, although we normally will accept your payment order if you have a withdrawable credit in an authorized account sufficient to cover the order. If we do not execute your payment order, but give you notice of our rejection of your payment order after the execution date or give you no notice, we are not liable to pay you as restitution any interest on a withdrawable credit in a non-interest-bearing account.
      
      You understand that the numbers assigned to banks and to the accounts of recipients of transfers are critical to the transfer function. If you describe the intended recipient of a transfer, the intended recipient’s bank, or any intermediary bank in a transfer request by name and number and makes an error in giving the number, the error may cause that payment to be made through the bank or to the account specified by the number, rather than through the named bank or to the named intended recipient. You agree to be responsible for all errors in assigned account numbers, routing numbers and names provided to Bank by you to the full extent of the amount of the transfer, and any related fees, in any such case. You agree to provide a physical address of the beneficiary of each requested transaction, if requested by the Bank. You represent and warrants to Bank that each transfer initiated by you is in compliance with the laws of the United States of America, including, without limitation, economic sanctions administered by the United States Treasury Department’s Office of Foreign Asset Control (OFAC) and any other applicable laws.
      
      You agree that you may receive confirming notification of a transfer after it is made by fax or email, if requested. You are warned that if your computer has been infected, fraudsters could change the information in emails. You will promptly examine any such confirmation notification, and if any discrepancy is detected notify the Bank as soon as possible, but in no event later than seven
      (7) calendar days after the Bank sends the notice.
      
      In general, you are responsible to have your own computer security expert have appropriate systems in place to prevent computer fraud, computer hacking or otherwise allow the Customer’s banking information to be compromised. You also agree to use a two- factor authentication on your emails. You also agree to perform periodic forensic audits by a reputable computer fraud forensic expert to make sure you have proper computer security protocols and procedures in place. You also agree to these additional security provisions: You also agree to have a forensic examination performed on your account if you suspect fraud has occurred.
15. Security Procedures under the Agreement. Where required for any Service, the Bank and the Customer will agree in writing to one or more Security Procedures described in this Agreement that must be used by the Customer in connection with the Service(s). Security Procedures offered by the Bank are described herein and in documentation related to the applicable Service. As part of the Security Procedures, Bank may employ various authentication technologies. As part of the Bank’s "Online Banking Services" for commercial Customers, Bank employs various security and authentication technologies to ensure that Authorized Parties and Users are communicating directly with Bank, and also to ensure that the Customer’s computer is communicating with a legitimate Bank computer. Such Bank authentication procedures and technologies include, but are not limited to, use of Customer Online Banking Services User IDs, PINS, credentials, passwords and other "Additional Authentication Information" ("AAI") that Bank may require Customers to provide at Bank’s sole discretion. Such AAI is required as a component of various Online Banking Services authentication procedures that Bank may employ, including, but not limited to, security questions and responses and/or use of other hardware-based and software-based security and authentication tools, programs and procedures. The Customer is responsible for the establishment and maintenance of its internal procedures reasonably adapted to insure the confidentiality and security of Security Procedures. CUSTOMER UNDERSTANDS AND AGREES THAT CUSTOMER WILL BE RESPONSIBLE FOR MAINTAINING SECURITY AND CONTROL OVER ALL USER IDS, PINS, CREDENTIALS, AND PASSWORDS OF THE CUSTOMER’S AUTHORIZED PARTIES, SERVICE SETUP ADMINISTRATORS, USER SETUP ADMINISTRATORS AND USERS, AND SHALL USE SECURITY FOR SUCH ITEMS COMPARABLE TO THE SECURITY AND CONTROL CUSTOMER WOULD USE FOR CASH, OR A MECHANICAL CHECK- SIGNING MACHINE, BUT IN NO EVENT LESS THAN REASONABLE SECURITY AND CONTROL IN THE CIRCUMSTANCES. If the Customer or its employees or agents have reason to believe that any Security Procedure has or may have become known by unauthorized persons (whether or not employed by the Customer), the Customer shall immediately notify the Bank by telephone and confirm such oral notification in writing to the Bank within twenty-four (24) hours of the oral notification. The Bank will replace the Security Procedures in accordance with the Bank’s standard security requirements related to the applicable Service(s). To the maximum extent permitted by applicable law, the Customer will be solely liable for all transactions, including funds transfer instructions and other communications, initiated before the Bank has received such notification and has had a reasonable opportunity to act on such notification. The Bank reserves the right to change any or all of the Security Procedures offered and/or used at any time by giving oral or written notice to the Customer. The Customer agrees that its use of the related Service or Services after the Bank provides notice of such changes constitutes Customer’s acceptance of the new Security Procedures. The Customer acknowledges that the purpose of Security Procedures is to authenticate the identity of the person initiating the action, not to detect errors in any transmission or content. The Bank is not agreeing to any security or other procedure for the detection of errors. The Customer represents that for the Service or Services it requests, it considers the Security Procedures to be commercially reasonable with respect to the size, type, and frequency of funds transfers it anticipates issuing and the information which will be transmitted.
    
    You agree that the Bank may change, add or delete any security procedures, from time to time, and upon written notice to Customer, and you agree that in the event there are changes to any security procedures, such changes shall not be effective until such time as they are received and accepted by the Bank’s Wire Transfer Department. You agree that compensation, if any, for the loss of interest or use of funds due Customer as a result of a Bank error will be calculated based on the error amount.
    
    You agree that the Bank shall be liable only for matters arising out of or resulting from its own negligence or willful misconduct and that the Bank shall have no liability for any direct, indirect, punitive, special, consequential or incidental damages so long as the Bank has acted in good faith. The Bank's responsibility to Customer will be determined by the Bank's performance or nonperformance of its obligations under this Agreement, your Deposit Account Terms and Conditions, and/or pursuant to your state’s version of the UCC and other applicable law and to correct, at the Bank's expense, any errors directly resulting from the Bank's personnel, computer programs, or malfunction of machines. The Bank shall not be liable for direct, indirect, consequential, or punitive damages of any party. The Bank shall have no liability to third parties for any damages incurred by such parties arising out of the performance or nonperformance of services or transfers under this Agreement and/or other applicable agreements. In addition to Customer’s other indemnification obligations under this Agreement, Customer hereby agrees to indemnify, defend, protect, and hold harmless the Bank, its shareholders, officers, directors, employees and agents, and each of them, from and against any and all claims, suits, liabilities, and demands, and any and all costs, damages, losses, and expenses of every kind, including but not limited to, interest, penalties, attorneys' fees, accountants' fees, and expert witness fees, and disbursements, known or unknown, contingent or otherwise, arising from or relating to wire transfer requests under this Agreement or the acts, omissions, and representations of Customer (and those of its employees, agents, and subcontractors) in performing Customer's duties and obligations under this Agreement that constitute a breach of an obligation therein.
    
    The Bank is not acting as a fiduciary or trustee or assisting you by providing any advice in any way regarding if you are making a correct decision in requesting a wire transfer. Even if the Bank has questions as to if you should be doing the wire transfer and/or hears any facts that could raise suspicions, do not rely on the Bank to advise you in any way, and you need to seek your own advice from your own advisors. You have the final decision in deciding to send wire transfers.
    
    You assume full responsibility for all transfers made by the Bank in good faith and in accordance with these procedures, and you agree the Bank shall be conclusively deemed to have discharged its duty to act in good faith if it has followed the transfer procedures as contained in Exhibits or attachments associated with this agreement or other similar documents.
    You agree that if we give you a notice that reasonably identifies a payment order issued in your name as sender that we have accepted and received payment for, you cannot claim that we are not entitled to retain the payment unless you notify us of your objection to the payment within 30 days of our notice to you. You agree that the bank would be entitled to reverse such a credit and/or that you would also need to refund such proceeds, if warranted.
    You agree that the Bank is hereby authorized to record on tape or other device any or all of its telephone conversations with Customer involving any transfer instructions and the Bank may, but is not obligated, to retain such tapes or other devices for a period of time as determined by the Bank.
    
    You agree to pay the Bank for services in accordance with the Bank’s fees schedule, as amended from time to time, which shall be available to Customer upon request.
    
    You agree that an authorized account is a bank account you have with us that you have designated as a source of payment of payment orders that you issue to us. Additional authorized accounts, if any, are subject to this agreement and may be listed or linked or designated in a separate writing.
    
    You agree that the Bank shall be under no obligation to comply with any transfer request or make any transfer which would exceed the balance of funds on deposit in the Customer’s accounts at the Bank, as determined by the Bank, and it is in the Bank’s sole discretion to permit or refuse to permit such a transaction. Please also remember that deposits you make can later be returned, questioned or challenged. Thus, if you decide to transfer funds based on available funds, please remember that if checks or other credits are later reversed or debited, the account will be debited for the amount of the check(s) or questioned deposits which may cause the account balance to become overdrawn. You agree that if we have credited your account for any transaction, such payment may be provisional until we receive final settlement for the transaction. If we do not receive final settlement, we are entitled to a refund, and we may charge your account for the amount credited. If we believe that there may not be sufficient funds in your account to cover a chargeback or return of a transaction, we may delay the availability of any amount we credit for the transaction. Even if the Bank receives a final settlement under Reg cc or the UCC, please be aware that such a credit can still be reversed for three years or longer if the deposit is later questioned or challenged.
    
    Before sending a wire transfer, please review to make sure the funds you are using are truly available to transfer and are not subject to being returned or challenged in the future. In other words, please be reminded that deposits you make into your account can be challenged or questioned in the future. Credit for any item we accept for deposit to your Account, including funds that are deposited by electronic transfer, is provisional and may be revoked if the item is not finally paid, for any reason, in cash or its equivalent or if questioned or challenged in the future.
    You agree that the Bank shall be protected in acting upon any form of notice which it in good faith believes to be genuine and what it purports to be.
    
    You agree that a beneficiary’s bank may make payment to a beneficiary based solely on the account or other identifying number. An intermediary bank may send a funds transfer request to an intermediary bank or beneficiary’s bank based solely on the bank identifying number. Other banks acting in such capacities may follow these procedures even though the funds transfer request includes names inconsistent with the account or other identifying number, as long as the other banks do not know of the inconsistency. Other banks acting in such capacities do not have any obligation to determine whether any funds transfer request contains any such inconsistency.
    
    You agree to promptly report to the Bank any suspected errors, forgeries, improper wire transfers, unauthorized signatures, alterations or other irregularities concerning the account. If no report or notification is promptly made to us per this Agreement, you may be precluded from contesting payments from your account by asserting such error, forgery, unauthorized signature, fraudulent transfer, or other irregularities against us, and you will be deemed to have accepted the charges assessed and the account balance reported as correct. You also agree to the following provisions:
    
    15.1. Your Duty to Timely Report Errors, Unauthorized Funds or Wire Transfers, Unauthorized Transactions, and Forgeries and/or Any Other Irregularities. Since you are the person most familiar with your own banking activity, the Bank will be relying on you to review your online information and the periodic statements and confirm whether or not there is possible unauthorized activity. In a situation where alleged unauthorized activity has occurred, the Bank is expecting you to be reviewing your online information and your monthly and/or periodic banking information to try to detect any possible alleged unauthorized activity as early as possible to stop such transactions and to prevent possible new alleged unauthorized activity from occurring. You are the best person to review your current banking records and confirm if transactions are possibly unauthorized. Our records regarding your accounts will be deemed correct unless you timely establish with us that we made an error. It is essential that any account errors of any kind, including missing deposits, improper deposits or credits, unauthorized transactions, alterations, unauthorized wire transfers or other unauthorized funds transfers, unauthorized signatures, unauthorized or forged endorsements, forgeries, encoding errors, disbursements due to oral banking transactions, posting errors (such as debits or credits posted twice, debits posted as credits or credits posted as debits), unauthorized or disputed fees (of any kind), or any other improper transactions or disbursements on your account (collectively referred to as “exceptions”) be reported to us as soon as reasonably possible. Otherwise, we may not be liable for the exceptions. If you have online banking, it is your responsibility to monitor transactions at least weekly. You agree that you will carefully examine each account statement or notice you receive and report any exceptions to us promptly after you receive the statement or notice. Again, you also agree that it is your responsibility to inform us in a reasonably prompt manner that you have not received your account statement. You agree to act in a prompt and reasonable manner in reviewing your statement or notice and reporting any exceptions to us. If you do not timely report an exception to us within fifteen (15) days for commercial accounts and thirty (30) days for consumer accounts after we send or otherwise make the statement or notice available to you, you agree that we will not be liable to you for any loss you suffer related to that exception, and that you cannot later dispute the transaction amounts and information contained in the statement. This means that, if you do not promptly report exceptions to us after we send or make the statement or notice available to you, we will not reimburse you for any such disputed amounts or any loss you suffer, including, but not limited to, any amounts lost as a result of paying any unauthorized, forged, or altered Item, alleged unauthorized wire transfer of funds, or allegedly improperly paying any other Item or exceptions. Except as provided by applicable law, you also agree that we will not be required to reimburse you for any exceptions caused by your own negligence. You also agree to repay us promptly any amount credited to your account in error, and you authorize us to debit your account to obtain payment of any erroneous credit.
    
    Additional Provisions. By your use of these wire transfer services, you authorize and request the Bank to make future wire transfer(s) of funds in accordance with the provisions and procedures more fully set forth in this Agreement and/or other agreements and documents pertaining to your account(s) with the Bank, including without limitation, the Deposit Agreement and/or terms and conditions of your Account and all such documents are incorporated by reference into this Agreement as though set out word for word. All of those Agreements may be amended from time to time and your continued use of the Bank’s banking services, including funds transfer services, is your continuing agreement to be bound by all such agreements, including any amendments to the above-referenced agreements. Copies of any amendments may be made available at local branches and may be mailed to you, sent to you electronically or in other ways, appear on the Bank’s website (or can otherwise be made available). By doing wire transfers, you also hereby agree as follows:
    
    You agree that any wire transfer request form merely supplements this agreement or other agreements referenced herein, and these agreements collectively represent the final agreement between the parties and may not be contradicted by evidence of prior, contemporaneous or subsequent oral agreements of the parties. There are no unwritten oral agreements between the parties.
    
    You authorize the Bank to transfer funds based on the instructions you will provide for which you are responsible for the accuracy. You understand that the beneficiary bank may rely on the account or other identifying number provided even if it does not match the party named in the instructions. You understand that there is no right to cancel or amend the transfer order once transfer has been completed by the Bank. You understand that there is a fee associated with this service which is due at the time of the transfer request (see Banking Services/Fee Schedule). The Bank may credit your account should this transfer be returned or rejected. The credit may not be equal to original amount due to wire fees, expenses of the Bank or other institutions, or other reasons. The Bank will have no obligation to pay interest on any cancelled, returned, or rejected funds transfer order. The Bank is not responsible to any beneficiary or other party as a result of this funds transfer order nor shall the Bank be liable for neglect, misconduct, mistake, or default of another institution or person, including an originator, except as provided in this request form.
    
    

H. TARGET/ZERO BALANCE ACCOUNT SERVICES

Company may add Target/Zero Balance Account Services to their Treasury Management Services. Target/Zero Balance Account Services is an ideal service for businesses that maintain a general operating account and separate accounts for specialized purposes such as payroll. This Service allows businesses to maintain control over disbursements and to concentrate balances in a lead account.

1. Target/Zero Balance Account Services. Target/Zero Balance Account Services ("ZBA Services") allows Company to designate Lead and Subsidiary Account relationships between demand deposit accounts maintained at Bank by establishing pre-determined balances (the "Target Balance") for the Subsidiary Accounts. Company authorizes Bank at the end of each Business Day to automatically transfer funds from the Lead Account to the Subsidiary Account(s), as necessary, to pay all charges to and checks and other items presented for payment against the Subsidiary Accounts. Similarly, Bank will automatically transfer deposits made into the Subsidiary Accounts into the Lead Account in excess of the Target Balance. In this manner, the Subsidiary Accounts will be maintained at the Target Balance.
   
   1.1. Designation of Lead and Subsidiary Accounts. On the TM Documents, Company will designate a Lead Account and at least one Subsidiary Account to be subject to the ZBA Services. Company may change the designated Lead and Subsidiary Accounts and may add or delete a Subsidiary Account by providing Bank with written notice in accordance with Bank's security procedures. Bank will make requested changes within a reasonable time following Bank's actual receipt of such notice.
   
   1.2. Items Drawn on Subsidiary Accounts. Company may draw checks and other items on Company's Subsidiary Accounts, provided the aggregate amount of such checks and other items do not overdraw Company's Subsidiary Account and the Lead Account. Company agrees not to issue any checks or other debit items on the Lead Account or any Subsidiary Account if the aggregate amount of all such items would exceed the combined available balance of collected funds on deposit in the Lead Account and/or the Subsidiary Account(s). At the end of each Business Day, as part of Bank's closing process for each of Company's Lead and Subsidiary Accounts, Bank will make the transfers necessary to pay the checks and debit items presented for payment from such accounts. Bank will not be required to honor any checks or other debit items drawn on any Lead or Subsidiary Account if there would be insufficient available and collected funds in the Subsidiary Account and Lead Account to pay those debit items. If Bank decides, in Bank's sole discretion, to honor an item which creates an overdraft, Company shall be subject to Bank's non-sufficient funds ("NSF") charges and other terms and conditions of this Agreement and any other agreement with Bank regarding negative balances, overdraft protection, if any, and the like. If Bank does honor an item that creates an overdraft on Company's Lead Account, Bank will not be obligated to continue the practice at a later time, nor will Bank be obligated to notify Company of such discontinuance. Bank may decide the order in which checks, items or other charges will be presented and/or paid from the applicable account or dishonored for insufficient funds.
   
   1.3. Order of Processing. After the close of each Business Day and after daily processing of other transactions made to each Lead Account and Subsidiary Account prior to the close of the Business Day, Bank will process automated sweep transactions to be made for each Lead and Subsidiary Account Company has designated. That is, at the end of each Business Day, Bank will first process transactions for each Subsidiary Account in the following order: 1) deposits to the account, 2) withdrawals from the account, and 3) automated sweep transactions. If, immediately following daily processing and prior to processing automated sweep transactions, the balance of a Subsidiary Account exceeds the Target Balance, an automated sweep transaction will be made to transfer the amount exceeding the Target Balance to the Lead Account. If, immediately following daily processing and prior to processing automated sweep transactions, the balance of a Subsidiary Account falls below the Target Balance, an automated sweep transaction will be made to transfer collected and available funds from the Lead Account to raise the balance in the Subsidiary Account to the Target Balance. You may choose to limit sweeps to transfers from the Lead Account to the Subsidiary when and only when the balance of the Subsidiary Account falls below the Target Balance and not sweep any applicable excess based on your selection at the time of requesting the TM feature. Further, you may choose to limit sweeps to be applicable from the Subsidiary Account to Lead Account only when the Subsidiary Account is in excess of the Target balance based on your selection at the time of requesting the TM feature.
2. Authorization. By requesting Target/Zero Balance Account Services, Company has authorized and directed Bank to make the sweep transactions contemplated in this Agreement on an automated basis and agrees to maintain adequate funds in the Lead Account and Subsidiary Accounts to cover any and all automated sweep or other transactions made using the Lead Accounts and Subsidiary Accounts. Company understands that Bank may not verify whether Company has sufficient funds in its accounts prior to processing automated sweeps or other transactions. Company will be liable for any and all charges, costs, damages arising out of or in connection with the Target/Zero Balance Account Services.

I. ACH BLOCKS & FILTERS

Company may also add ACH Blocks & Filters to their Treasury Management Services. ACH Blocks & Filters help Company stop or filter which ACH debits and/or credits can post to an account, and to have more control over which ACH debits and/or credits are paid or returned.

1. ACH Blocks & Filter. Bank offers two (2) types of ACH payment authorization Services: (i) Blocks (debit and/or credit); and (ii) Filters (debit and/or credit).
   
   1.1. ACH Blocks. If Company elects Service, Company agrees to provide information needed by Bank to block ACH debit and/or credit Entries for the account(s) designated by Company. Any ACH debit and/or credit Entry that matches the criteria provided by Customer will be identified as an exception item. Customer is responsible for reviewing such exception(s) and determining if such transaction will be returned by Bank to the originator as unauthorized. Should Customer fail to provide a decision with regards to an exception item prior to the bank’s designated cutoff time, then Bank will rely on the default decision (pay or return) provided by Customer to Bank. Bank may also return an Entry that would be returned for any reason under the NACHA Rules. The Blocks (debit and/or credit) Service will remain in effect with respect to a designated account until Company provides written notice to Bank requesting termination of the Service with respect to a designated account. The Blocks Service does not apply to transactions between Bank and Company, and Bank may pay Entries which Company has authorized Bank to originate against Company's Account (e.g., loan or credit card payments). Bank may also pay any Entries, reversals or adjustments which Bank is required to accept under the NACHA Rules, operating circulars or any other applicable rule, guideline or regulation.
   
   1.2. ACH Filter. If Company elects and Bank, in its discretion, agrees to provide the Filter (debit and/or credit) Service, Bank will only post specific preauthorized ACH transactions (debits, credits, or both) designated by Company to the account(s) designated by Company on the TM Documents ("ACH Authorization"). An ACH debit or credit will require an exact match between data field values specified by Company and those contained in the ACH file requesting the ACH transaction to qualify as an ACH Authorization. Any ACH debit and/or credit Entry that does not match the ACH Authorization list provided by Customer will be identified as an exception item. Customer is responsible for reviewing such exception(s) and determining if such transaction will be returned by Bank to the originator as unauthorized. Should Customer fail to provide a decision with regards to an exception item prior to the bank’s designated cutoff time, then Bank will rely on the default decision (pay or return) provided by Customer to Bank. The Filter Service does not apply to transactions between Bank and Company, and Bank may pay Entries which Company has authorized Bank to originate against Company's Accounts (e.g., loan or credit card payments), whether or not Company has included these in Company's authorization criteria.

J. LOCKBOX SERVICES

Company may add Lockbox Services to its Treasury Management Services. Lockbox Services can help Company expedite processing of receivables by allowing Bank to receive, review, process and deposit Company payments directly into the designated Company Account.

1. The Service. Lockbox Services contemplates Bank's assistance to Company in receiving and processing checks and other payments directed by Company's customers to Company for deposit to Company's Account with Bank. The Company will be required to complete a Lockbox TM Documents for each Company Account that the Company requests be included in the Lockbox Service. Bank may begin to provide Lockbox Services upon Bank's approval of Company's TM Documents. "Cash" shall mean U.S. currency and coin money. "Items" shall mean checks or other payment orders drawn on a bank or depository institution located in the United States.
2. Remittance Address. Company agrees to direct all envelopes containing items to be processed under the TM Documents to be mailed to the address and Post Office Box Number (the "Lockbox") provided by Bank. Items not directed to the Lockbox cannot be processed through Lockbox Services.
3. Mail Collection. Bank will collect the contents of the Company's Lockbox once each Business Day for delivery to Bank premises. Bank and Company may agree that Bank may collect Lockbox contents more or less frequently than once each Business Day. Bank, however, is not obligated to collect Lockbox contents more than once each Business Day. Alternatively, Bank may, but is not obligated to, arrange for delivery of items directed to the Lockbox to be delivered by the U.S. Postal Service directly to Bank premises. Bank may employ a contractor or agent, such as an armored vehicle service provider or similar service, to collect Lockbox contents for delivery to Bank premises.
4. Inspection and Processing of Items. Bank will open each envelope collected from the Lockbox and delivered to Bank and will remove the contents thereof. Each Item and any Cash contained in each envelope will be inspected and handled in the following manner:
   
   4.1. Acceptable Payees. "Acceptable Payee" means the Company or one of the payees identified on the applicable TM Documents or a reasonable variation thereof. Bank reserves the right, in its sole discretion, to determine whether a payee on an Item or other instrument is a reasonable variation of an Acceptable Payee. If the payee or endorsee of an Item is not an Acceptable Payee or reasonable variation thereof, the Item will NOT be deposited. To the fullest extent permitted by applicable law, Company hereby agrees to reimburse and indemnify Bank for and hold the Bank harmless against any claims, controversies, losses, liabilities, suits, judgments, costs and expenses at any time incurred in defending against any such claim or controversy, arising out of or in connection with the Bank’s depositing an Item payable to or endorsed in favor of an Acceptable Payee or a reasonable variation thereof, as aforesaid.
   
   4.2. Foreign Banks and Currency. Company agrees that checks or payment orders drawn on foreign banks or payable in a foreign currency will NOT be deposited in the Lockbox. If such checks or payment orders are deposited in the Lockbox, Bank may, in its sole discretion, process such checks or payment orders for collection. If a check or payment order drawn on a foreign bank or payable in a foreign currency is processed for collection, Bank will credit Company's Lockbox Account for the actual amount that is collected by Bank in U.S. dollars, less all fees and charges incurred in processing the check or payment order. Company is responsible for paying all fees and charges incurred in processing the check or payment order. Bank has no control over foreign currency exchange rates or fees and charges charged by other parties in connection with the collection of items described in this paragraph. Bank assumes neither risk of loss nor any liability which any person (including the Company) may suffer by reason of any fluctuation(s) in exchange rate(s). Bank is not responsible for determining whether a payment in a foreign currency is sufficient to satisfy any amount due to Company.
   
   4.3. Cash. Company will advise clients not to send cash payments to the Lockbox. Cash received through the Lockbox Service will be processed by Bank who shall count and verify the amount of Cash collected from each envelope delivered from the Lockbox. Each Cash payment will be converted into a "Cash Substitution Document" for processing. The Cash Substitution Document will document the amount of Cash received for the payment. Cash received through the Lockbox without a paystub or reasonably apparent payor, as determined by Bank in its sole discretion, shall be deposited to Company's Lockbox Account, and Bank shall notify Company of the amount of Cash received without an apparent payor. The Cash payment documentation method described in this Section shall be deemed reasonable care by Bank with respect to counting Cash received through the Lockbox Services. The Cash Substitution Document and each book entry created based on such Cash Substitution Document shall be deemed conclusive proof of the amount of Cash received with respect to a particular payment. COMPANY SHALL INDEMNIFY AND HOLD HARMLESS BANK AND ITS AFFILIATES, OFFICERS, EMPLOYEES, AND AGENTS FROM ANY CLAIMS, DAMAGES, LOSSES, LIABILITY, OR OTHER HARM OR COSTS, INCLUDING, BUT NOT LIMITED TO ATTORNEY'S FEES (COLLECTIVELY "LIABILITIES" ARISING OUT OF OR IN CONNECTION WITH BANK'S PROCESSING OF CASH PAYMENTS, INCLUDING LIABILITIES ARISING OUT OF OR IN CONNECTION WITH BANK'S NEGLIGENT ACTS OR OMISSIONS.
   
   4.4. Unacceptable Items. "Unacceptable Items" are Items or any other payment orders or instruments which are not legible, which do not bear a MICR line, which cannot be truncated, which are not properly indorsed or executed, or which are otherwise found, in Bank's sole discretion, to be unacceptable for deposit or truncation. Bank may, in its sole discretion, deem stale-dated Items, post-dated Items, or items bearing indicia of fraud to be Unacceptable Items. Bank shall be under no obligation to determine and shall not be subject to liability under any circumstances for stale-dated, post-dated, or fraudulent Items that are deemed to be acceptable items and are processed and deposited to Company's Lockbox Account. Unacceptable Items will NOT be processed for deposit to the Lockbox Account, taken for collection, or truncated. Unacceptable Items, correspondence and other items accompanying Unacceptable Items, envelopes which contain correspondence only, and any other documents not processed for deposit will be forwarded to Company.
   
   4.5. Processing Procedures for Acceptable Items. Each Item found to be acceptable for processing after inspection and all Cash Substitution Documents will be processed as instructed by Company in the applicable TM Documents. The following endorsement will be applied to each Item deemed acceptable by Bank and deposited to Company's Lockbox Account: "Credited to the Account of the within named payee, absence of endorsement guaranteed, Vantage Bank Texas." Bank may truncate Items, create and image of Items, or may create a Substitute Check, as defined by Regulation CC, for purposes of processing Items. Bank shall not be required to retain original Items.
   
   4.6. Images. The front and back of each Item and each Cash Substitution Document deposited will be imaged in processing sequence. The images will be retained at the Bank. A copy of the images of any Item or Cash Substitution Document deposited will be electronically accessible by Company through the Bank’s VBO system.
   
   4.7. Deposits. Bank may make one or more deposits of Items and/or Cash Substitution Documents received each Business Day, unless otherwise requested in writing by the Company.
   
   4.8. Assembly. The following information regarding each deposit will be assembled and batched by deposit (a "Deposit Batch") and made available, via online, to the Company: (i) deposit receipt; (ii) a listing and image of all Items and Cash Substitution Documents included in the deposit; (iii) any accompanying correspondence; and (iv) electronic images of any related papers included in an envelope removed from the Lockbox and relating to an Item or Cash Substitution Document included in such deposit.
5. No Other Duties. Bank shall have no other obligations or responsibilities to Company than those that are expressly stated herein and the Lockbox Service Request.

K. TAILORED DATA SOLUTIONS

Bank agrees to participate in providing data and other information through the Bank’s Secure File Transfer Protocol or other secure means as determined by Bank, from time to time, in its sole discretion.

1. Incoming Data Exchange. Bank receives previous day balance and activity reporting data from a third-party vendor serving as an intermediary for data exchange on behalf of another financial institution and makes it available to Customer through Bank’s Secure File Transfer Protocol.
2. Outgoing Data Exchange. Bank sends previous day balance and activity reporting data to a third-party vendor serving as an intermediary for data exchange to be provided to another financial institution or vendor that will make the data available to Customer through the appropriate service. Customer will be required to contract with the other financial institution or vendor to retrieve and provide the data.
3. Use of Services. Customer will use Tailored Data Solutions for its own internal business use in accordance with the terms of this Agreement. Company acknowledges and agrees that the Bank is providing data and other information in a format designated by vendor and/or Company on the customer’s behalf to a third party. Bank has no implied relationship between the Bank and the third party. Bank is not responsible for the vendor changing the file format or specification that could limit the Banks ability to deliver such file the vendor provides based up the file’s specifications or any required updates that may be needed.
4. Responsibility. Company shall have the sole responsibility of ensuring the accuracy and correctness of the data transmitted. Bank shall not be liable to Company for failure to transmit the file nor liable for error or omission caused by date transmitted. Company also acknowledges and agrees that Bank shall not examine the data for correctness and the Bank shall not have any responsibility for detecting errors in the data transmission. Bank is not responsible for data once sent to the third party. Company is responsible for notifying the Bank on any changes in its relationship and/or service changes with third party including but not limited to service changes or discontinuation.