ONLINE BUSINESS BANKING T ERMS AND C ONDITIONS

Transcription

1 ONLINE BUSINESS BANKING T ERMS AND C ONDITIONS

2 ONLINE BUSINESS BANKING T ERMS AND C ONDITIONS These Online Business Banking Terms and Conditions, including without limitations each applicable Service Addendum, (the Terms and Conditions ) are incorporated into and made a part of the Online Business Banking Enrollment and Service Agreement (the Agreement ) entered into by the Organization identified below ( you or Organization ) and Lewiston State Bank ( us or Bank ) (collectively, the Parties ). I. Enrollment You have asked to be allowed to access the Online Business Banking ( Online Banking ) of Bank at Bank s website or mobile applications so that you can use one or more of the Services of Bank online. The general terms and conditions applicable to your use of Online Banking are contained in these Terms and Conditions (including by reference each Service Addendum attached hereto). Persons entering Online Banking for you (the "Users") are also bound by these Terms and Conditions. Finally, before you are able to use Online Banking or a Service through Online Banking you must sign or accept any additional applications, agreements, instruments, rules, standards, policies, instructions, and other documents and forms requested by the Bank to use Online Banking or the Service. You agree to use Online Banking only as provided in: (a) the Agreement and these Terms and Conditions; (b) any user guide provided by Bank, and the rules, procedures, standards, requirements, and policies made applicable to Online Banking from time to time by Bank (as may be revised or updated); (c) any communications, instructions, terms, or conditions appearing at Online Banking or otherwise provided by Bank (as may be revised or updated); and (d) any state or federal laws or regulations now or hereafter applicable to Online Banking. By applying for any Service, you agree to be bound by the terms of the Agreement and these Terms and Conditions and represent and warrant to the Bank that the use of the Services and the designated accounts enrolled in the Services are not, and will not be, used for personal, family or household purposes. Your use of any Service will be additional evidence of your agreement to these Terms and Conditions confirmation of your representations and warranties. Organization certifies that all the information given in or with the Agreement is and will be accurate and complete and that the Bank may rely on such information without verification. II. ID Codes and Passwords You will be assigned a company ID code by Bank and will establish an administrator, or administrators, to have access to the Services for you through Online Banking. The administrators will have access through Online Banking to any Services you receive through Online Banking, and Users established by you will have access through Online Banking to only the specific Service or Services they are set up to access. Bank will set up the First Administrator by giving him or her a personal ID code and temporary password to be used when he or she first enters Online Banking. Your administrative contact with Bank with respect to Online Banking will be the First Administrator. The First Administrator can set up other administrators or Users to access Online Banking. The First Administrator, but not Bank, will give the administrators and the Users that they set up an ID code and a password to be used when they first enter Online Banking. The ID code for each administrator and User will remain the same for each initial entry into Online Banking, but the password assigned to each administrator and User must be changed to a new password they select when they first enter Online Banking. Each administrator and User will also be required to provide certain multi-factor authentications. Bank will not know the password of the First Administrator, any other administrator, or any User except the initial temporary password assigned to the First Administrator. You will be able to manage and control who in your company has access to Online Banking and the Services by the ID codes and passwords. It is your sole responsibility to ensure that the ID codes, passwords, and other V201501F 1

3 identifiers are known to, and used only by, persons who have been properly authorized by you to access Online Banking and use the Services through Online Banking. Our security procedures are not designed for the detection of errors (e.g., duplicate payments or errors in your funds transfer instructions). We will not be obligated in any circumstance whatsoever to detect errors by you or others, even if we take certain actions from time to time to do so. You agree to change the passwords you assign to your employees on a regular basis. You agree to change your temporary passwords promptly after you are given access to the Services for the first time and whenever anyone who has had access is no longer employed or authorized by you to use the Services. The Bank may require you to change your passwords at any time. We may deny access to the Services without prior notice if we are unable to confirm (to our satisfaction) any person s authority to access the Services or if we believe such action is necessary for security reasons. The Bank may also require that certain Users who have a particular level of access be issued an identification token provided by the Bank, which token will receive a recurring transmission of random digits, with the User to whom an identification token has been issued required to enter upon a particular prompt the set of digits then on display. You disclaim and waive any claim, offset or defense based on an assertion that the Bank has not required a change in password or the use of a token in certain circumstances or with certain Users. If we take any actions beyond those described herein, in an attempt to detect unauthorized access or to detect errors in the transmission or content sent to us, you agree that no matter how many times we take these actions, 1) they will not become part of the security procedures, and 2) we will not be liable in any situation for failing to take or correctly perform these actions. Each time you make a transfer or payment with a Service, you warrant that our security procedures are commercially reasonable (based on the normal size, type, and frequency of your transactions). Some of our Services allow you or your administrator to set transaction limitations and establish internal controls. Your failure to set such limitations and implement such controls increases your exposure to, and responsibility for, unauthorized transactions. You agree to be bound by any transfer or payment order we receive through the Services, even if the order is not authorized by you, if it includes any of your password or security codes or is otherwise processed by us in accordance with our security procedures. FAILURE TO PROTECT ID CODES, PASSWORDS, OR MULTI-FACTOR AUTHENTICATIONS, CHANGE PASSWORDS OFTEN, ESTABLISH INTERNAL USER CONTROLS MAY ALLOW AN UNAUTHORIZED PARTY TO (1) WITHDRAWAL OR TRANSFER FUNDS, (2) OTHERWISE USE THE SERVICES, (3) CORRECT, CHANGE, VERIFY, OR SEND DATA USED WITH THE SERVICES, (4) SEND INFORMATION AND COMMUNICATIONS TO, OR RECEIVE INFORMATION AND COMMUNICATIONS FROM, BANK, OR (5) ACCESS YOUR ELECTRONIC COMMUNICATIONS AND FINANCIAL DATA. ALL ENTRIES INTO ONLINE BANKING, ALL COMMUNICATIONS SENT, AND ALL USES OF THE SERVICES, THROUGH YOUR ID CODES, PASSWORDS, OR MULTI-FACTOR AUTHENTICATIONS WILL BE DEEMED TO BE ENTRIES, COMMUNICATIONS, AND USES AUTHORIZED BY YOU AND BE BINDING UPON YOU. YOU ASSUME THE ENTIRE RISK FOR THE FRAUDULENT OR UNAUTHORIZED USE OF ALL ID CODES, PASSWORDS, AND MULTI-FACTOR AUTHENTICATIONS. You acknowledge the importance of developing internal procedures to limit such risk, which procedures will include, at a minimum, (a) notifying Bank immediately when any new person becomes a User or when any existing User stops being a User, (b) disabling access to Online Banking immediately for each company administrator, administrator, and User who stops being a company administrator, administrator, or User, and (c) not keeping, in any form or in any place, lists of ID codes, passwords, or multi-factor authentications. You agree to notify Bank immediately when you become aware of any loss or theft of, or any unauthorized use of, any ID codes, passwords, or multi-factor authentications. You also agree to notify Bank immediately when you become aware of any unauthorized attempt to enter into Online Banking. V201501F 2

4 III. Security Software and Monitoring The Bank offers a third-party security software program which can be downloaded by you from an Internet link on the Bank s Website and which can be used alongside your other preventative security measures and programs including, but not limited to, firewalls and anti-spam/anti-virus/anti-spyware. The purpose of this software is to help prevent the theft and misuse of your username, password, and other sensitive login information. The Bank offers this through a third-party and requests that it is used to access Online Banking. We do not make any representations, warranties or guarantees that this software will prevent or help to prevent the theft or misuse of your username, password or other sensitive login information. Except as expressly set forth in the Agreement or otherwise required by law, we will not be liable for any losses or damages resulting from: your download and installation of the software on your computer; or deficiencies in your computer hardware or software or in your ability or care in using them. As an additional security procedure the Bank monitors access to Services through Online Banking for anomalies and access from equipment that may be infected with malicious malware and/or virus software. As a response to monitoring alerts, the Bank will attempt to verify the authenticity of a payment instruction sent through Online Banking by a telephone call to an authorized signer on your account, or if you are a business, any other person designated by the Organization as an administrator. In the event the Bank is unable to verify authenticity of a payment instruction, the Bank will attempt to suspend, hold, cancel, recall, or place a stop payment notice until payment legitimacy can be confirmed and may lock/deny access and/or force you to reset Online Banking ID or Personal ID and password without additional notice. In addition to the indemnities set forth in the Agreement, you also agree to indemnify Bank and hold it harmless from and against any and all claims, demands, losses, liabilities or expenses (including attorneys fees and costs) resulting directly or indirectly from payment requests that are suspended, held, cancelled, recalled, or receive a stop payment request. IV. Services We will notify you when the Services you request become available to you. If you request additional Services in the future, they will also be governed by the Agreement, unless we advise you otherwise. YOU AGREE TO FOLLOW THE PROCEDURES, INSTRUCTIONS AND CONDITIONS FOR THE USE OF THE SERVICES CONTAINED IN THE AGREEMENT AND THE APPLICABLE SERVICE ADDENDA HERETO AND IN ANY OTHER AGREEMENTS, NOTICES, GUIDES, MANUALS, MATERIALS, DOCUMENTS OR INSTRUCTIONS FURNISHED TO YOU BY US. WE MAY AT ANY TIME WITHDRAW, MODIFY OR CHANGE THE PROCEDURES FOR USING THE SERVICES. YOUR USE OF A SERVICE AFTER ANY SUCH MODIFICATION BECOMES EFFECTIVE WILL EVIDENCE YOUR ACCEPTANCE OF THE MODIFICATION. IF YOU DO NOT ACCEPT ANY MODIFICATION, YOU MAY TERMINATE SUCH SERVICE OR THE AGREEMENT. V. Software, Equipment and Warranty Disclaimers In using Online Banking you will be sending financial and other data as well as electronic messages directly to Bank through the Internet. You acknowledge that when the Internet, or any other electronic communications facilities, are used to transmit or receive data and messages, the data and the messages may be accessed by unauthorized third parties. To reduce the likelihood of such third party access, you agree to transmit and receive data and messages through Online Banking using only software, including, but not limited to, browser software, or other access devices that support the secure socket layer (SSL) protocol or other protocols required by, or acceptable to, Bank, and to follow Bank s log-on procedures that support such protocols. You are responsible for providing and maintaining any equipment that is necessary for the Services, such as telephones, terminals, modems, computers, routers, firewalls, and mobile devices. You agree to use equipment V201501F 3

5 that is compatible with our programs, systems and equipment, which we may change from time to time. We assume no responsibility for the defects or incompatibility of any hardware or software that you use in connection with the Services, even if we have previously approved their use. Further, you are responsible for monitoring and downloading software patches, maintaining appropriate network/computer/mobile device security and firewall settings, and ensuring that networks/computers/mobile devices continually update malware and/or virus detection/elimination software. Your failure to protect the security of your network/computer/mobile device or failure to install and regularly update virus protection software shall relieve the Bank from responsibility for any loss attributable to the failure, except as may otherwise be required by law. Bank will not be your agent, advisor or fiduciary with respect to the Agreement or any Service. BANK AND ITS AGENTS MAKE NO WARRANTY, EXPRESS OR IMPLIED, IN LAW OR IN FACT, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE OR OF MERCHANTABILITY, OR WARRANTIES OF TITLE OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, WITH RESPECT TO ONLINE BANKING, MOBILE BANKING OR ANY OF THE SERVICES, OR ANY COMPUTER OR PROGRAMS OR MOBILE-DEVICE APPLICATIONS OR SOFTWARE MADE AVAILABLE TO YOU. BANK MAKES NO OTHER WARRANTY, PROMISE, COMMITMENT, GUARANTEE, OR REPRESENTATION WITH RESPECT TO ONLINE BANKING OR THE SERVICES EXCEPT THOSE EXPRESSLY STATED IN THE AGREEMENT. All Online Banking and Services specifications, materials, plans and other attributes developed or utilized by Bank and all related software are and shall remain the proprietary property of Bank. You may not disclose, transfer, distribute, copy, reverse engineer, modify, or alter such specifications, materials, plans, attributes and software. Upon termination of the Agreement all such materials must be returned to us upon request. VI. Accounts You will need to designate in the Agreement and in other circumstances certain accounts for specific purposes in connection with some of the Services. Online Banking does not recognize instances in which account documentation requires more than one signature or the signature of certain representatives. If you or your Administrator designates nonetheless an account that requires more than one signature for the advance, withdrawal or transfer of funds, you agree that we may act upon any Service instruction that is submitted by one administrator or one User for that account and the related Service. This may mean that we will act upon the instruction of only ONE person (e.g., to transfer or advance funds, to wire funds or to make payments online), even though the signature card or credit documentation for the account in question requires two or more signatures on checks or requires the signature or direction of one or more representatives with respect to the advance of credit. As long as an instruction is accompanied by the designated security codes, the transaction will be deemed authorized by the Organization in every respect. In that regard, the Agreement supersedes all such documentation. ACCOUNT ACCESS THROUGH ONLINE BANKING IS SEPARATE AND DISTINCT FROM YOUR EXISTING SIGNATURE ARRANGEMENTS OR OTHER AUTHORIZATION DOCUMENTATION FOR YOUR ACCOUNTS. THEREFORE, WHEN YOU GIVE AN INDIVIDUAL THE AUTHORITY TO ACCESS ACCOUNTS THROUGH ONLINE BANKING, THAT INDIVIDUAL MAY HAVE ACCESS TO ONE OR MORE ACCOUNTS TO WHICH THAT INDIVIDUAL WOULD NOT OTHERWISE HAVE SIGNATURE OR AUTHORIZATION ACCESS, INCLUDING ACCOUNTS THAT PROVIDE FOR THE EXTENSION OF CREDIT BY US. YOU ASSUME THE ENTIRE RISK FOR THE FRAUDULENT, UNAUTHORIZED OR OTHERWISE IMPROPER USE OF YOUR ID CODES OR PASSWORDS. WE SHALL BE ENTITLED TO RELY ON THE GENUINENESS AND AUTHORITY OF ALL INSTRUCTIONS WHEN ACCOMPANIED BY SUCH ID CODES OR PASSWORDS, AND TO ACT ON SUCH INSTRUCTIONS. V201501F 4

6 Organization hereby represents to Bank that it has been duly authorized in writing by each Linked Organization to bind and obligate each Linked Organization to the terms and conditions of the Agreement and that the administrators and Users of Organization have been duly authorized in writing by each Linked Organization to conduct transactions in the name of the Linked Organization with Bank as contemplated by the Agreement. Accordingly, each reference to Organization or you in the Agreement shall be deemed to include, as applicable, each Linked Organization. VII. Fees You agree to pay us the fees we establish for Online Banking and for each of the Services. You will be provided a copy of our Fee Schedule. The current Fee Schedule is attached hereto as Exhibit A. We may amend our Fee Schedule from time to time. Certain fees are subject to change without prior notice. Special or additional services performed at your request will be subject to such additional terms. Bank is authorized to automatically debit the designated Account to be billed for Services and Fees (or any of your other accounts) for the payment of all fees. In addition to the Online Banking and the Service fees, you agree to pay for all taxes, tariffs and assessments levied or imposed by any government agency in connection with the Services, the Agreement, and the software or equipment made available to you (excluding any income tax payable by us). You also are responsible for the costs of any communication lines and any data processing charges payable to third parties. VIII. Access to Account Data Some of the Services provide you with balance and other account information. Since certain information and transactions are not processed by us until after the close of our business day, some transactions may not be reflected in the system until the next banking day. Posted items may be reversed due to insufficient funds, stop payment orders, legal process, and other reasons. Certain balances also may not be subject to immediate withdrawal. We assume no responsibility for any loss arising from incomplete information or for any temporary interruption in our information system. If you are unable to access our system for any reason, you can contact Customer Service at (800) for loan and deposit information. A. Information You Provide to Us V201501F 5 IX. Information Processing and Reporting Online Banking and each of the Services require us to receive, process, and report information involving your accounts and transactions. We will not be responsible for determining the accuracy, timeliness, or completeness of any information that you or others provide to us. We will not have a duty to interpret the content of any data transmitted to us, except to the limited extent set forth in the Agreement. We will not be required (by means of any security procedure or otherwise) to detect errors in the transmission or content of any information we receive from you or third parties. You assume the sole responsibility for providing us with complete and accurate information in the form and format that we require (e.g., in connection with wire transfers, ACH transfers, Bill Pay, and tax transfers). We are not responsible for confirming such information, or for monitoring or refusing to process duplicate instructions by you or your agents. For example, if you give us a wire or ACH credit transfer instruction that is incorrect in any way, you agree that we may charge your account for the payment whether or not the error could have been detected by us. We are not obligated to detect errors in your transfer or payment instructions. B. Your Instructions You must accurately describe transaction beneficiaries, intermediary financial institutions, and the beneficiary s financial institution and account in transfer and payment instructions. If you describe any beneficiary, institution or account inconsistently by name and number, other institutions and we may process the transaction solely on the basis of the number, even if the number identifies a person, institution or account different from the named beneficiary, institution or account.

7 C. Your Review You acknowledge that it is not possible for the use of Online Banking to be totally free from operator, programming, or equipment error, and that errors in processing and compiling data may occasionally occur (e.g., due to the failure of others to provide accurate information, telecommunication failures, or a breakdown in an electronic data interchange). As such, Organization 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. Our sole responsibility for any reporting errors caused by us will be to reprocess the information for the period in question and to provide corrected reports at our own expense. You agree to maintain adequate backup files of the data you submit for a reasonable period of time in order to facilitate any needed reconstruction of your transactions (e.g., in the event of a telecommunication failure). Nothing in the Agreement shall relieve you from 1) any responsibility imposed by law, regulation or contract with regard to the maintenance of records, or 2) any responsibility to perform audits and account reviews customarily conducted by persons or entities whose businesses are similar to your business. If we are unable to provide a Service for any reason, we will promptly inform you of the problem and will take commercially reasonable steps to resume processing. D. and Internet If you send us , we may not receive or review it immediately. We will have a reasonable time to act upon any request or notice, and reserve the right to reject any transaction or request received by . You acknowledge that, even though may be encrypted, we cannot ensure that it will not be intercepted or affected by the actions or omissions of others, such as third party networks or persons with access to the Internet. As such, we recommend that you not send account data or other sensitive information to us by . You may access your accounts and available Services at the Bank s website at Your use of the Internet will be entirely at your own risk. We make no representation, warranty or endorsement with respect to 1) information placed on the Internet by you or third parties; 2) the security or continued availability of the Internet or of any Internet website, including without limitation our website; or 3) the services, products or information made available over the Internet by you or others whose sites may be accessed, directly or indirectly, as a result of our Services. We assume no responsibility for viruses created by third parties, or for any third party s unauthorized access to, or use of, your computer system or mobile device. You agree that 1) Internet services are provided to you on an as is and as available basis, without warranties of any kind, either express or implied; 2) we, our affiliates, Internet service providers, and licensors will not be liable for any errors, defects in, or the untimeliness or lack of authenticity of, any information provided over the Internet; 3) you will comply with all laws applicable to your Internet activities; 4) you will not transmit any information which is defamatory, abusive, or which may give rise to civil liability; 5) we may monitor your and Internet communications with our employees; and 6) our Internet service will be subject to the additional qualifications and operating rules, if any, set forth on our website. V201501F 6

8 X. Reliance on Third Parties Our ability to provide certain Services (e.g., in connection with electronic data interchange) is dependent upon our ability to obtain or provide access to third party networks. In the event any third party network is unavailable or we determine, in our discretion, that we cannot continue providing any third party network access, we may discontinue the related Service or may provide the Service through an alternate third party network. In such situations, we will have no liability for the unavailability of access. We will not be responsible for any services you receive from third party vendors. XI. Organization s Duty to Detect Errors and Discrepancies The Bank shall provide Organization with certain notices and periodic statements of accounts maintained at the Bank. Organization will examine these notices and statements promptly and will notify Bank in writing of any discrepancy concerning any payment order within 30 days of receipt of the notice or statement. If Organization fails to notify Bank within 30 days of receipt of notice or statement, Organization is precluded from asserting, on any grounds or for any reason, that the Bank is not entitled to debit the Organization s account or retain payment for any wire transfer; or that the Organization is entitled to compensating interest. The maximum number of days for which the Bank will be liable for lost interest under the Agreement shall be 30 days calculated at the average Fed Funds Rate at the Federal Reserve Bank for the period involved. XII. Laws and Regulations May Supersede the Agreement The Agreement shall be subject to any applicable law, including but not limited to Utah Code Sections 70A-4a-101 et seq. and the regulations of the Board of Governors of the Federal Reserve System and operating circulars of the Federal Reserve Banks, as they now exist or may be hereafter amended or promulgated. In the event of any inconsistency, the Agreement shall govern to the extent permitted by such applicable law. XIII. Other General Provisions Bank will not be liable to you for any direct or indirect damages or losses suffered or incurred by you in connection with the Online Banking, any of the Services, any other information or data you receive through the Online Banking, or any failure to provide, or delay in providing, access to the Online Banking or any Service, except to the extent any Service documentation specifically provides otherwise and except to the extent such damages or losses arise directly from the gross negligence or willful misconduct of Bank. Notwithstanding any provision of the Agreement or any Service documentation to the contrary, IN NO EVENT WILL BANK HAVE LIABILITY FOR ANY CONSEQUENTIAL, SPECIAL, PUNITIVE, OR INDIRECT DAMAGES OR LOSSES WHETHER ANY CLAIM FOR SUCH DAMAGES OR LOSSES IS BASED ON TORT OR CONTRACT OR WHETHER BANK KNEW OR SHOULD HAVE KNOWN THE LIKELIHOOD OF SUCH DAMAGES IN ANY CIRCUMSTANCE. In addition to, and not in substitution for, any provision in the Agreement or the Service documentation, you understand and agree that Bank will not be obligated to permit Users access to any financial information or the use of any Service through the Online Banking if (a) such use or access is not in accordance with any term or condition applicable to the Service or the Online Banking or to the information to be accessed, (b) such use or access is not permitted by any state or federal law or regulation, (c) Bank has reasonable cause to believe that such use or access may not be authorized by you or any third person whose authorization Bank believes is necessary for such use or access, or (d) Bank has reasonable cause to deny such use or access for your protection or the protection of Bank. If any Service cannot be used through the Online Banking, Bank will make reasonable efforts for such Service to be used by other means. Bank reserves the right in its sole discretion at any time upon five calendar days written notice to you, or upon immediate written notice to you if you have violated any provision of the Agreement or any Service, to terminate the Agreement and your access to the Online Banking or to terminate your use of any or all the Services through the V201501F 7

9 Online Banking. Bank shall not have liability to you for any losses or damages you may suffer or incur as a result of any such termination. Bank shall not be deemed to have waived any of its rights or powers under the Agreement unless such waiver is in writing and such writing is signed by an authorized representative of Bank. No delay, extension of time, compromise, or other indulgence which may occur or be granted from time to time by Bank under the Agreement shall impair the rights or powers of Bank under the Agreement. Bank may amend the Agreement or add to the Agreement at any time upon written notice to you. You will be deemed to have accepted an amendment of, or an addition to, the Agreement if any of your Users use any Service through the Online Banking more than seven (7) calendar days after you receive notice of such amendment or addition. Unless otherwise required by applicable law, in the event that we are required to provide a notice or other communication to you in writing, that notice or other communication may be sent to you electronically through Online Banking or to your internet address as reflected in our then current records. Any such electronic mail sent to you by the Bank will be considered received within two days of the date sent by the Bank, regardless of whether or not you sign on to Online Banking within that time frame. Your rights, duties and obligations under the Agreement may not be assigned by you without the prior written consent of Bank. We may assign or delegate certain of our rights and responsibilities under the Agreement to independent contractors or other third parties. Your rights and obligations and the rights and obligations of Bank under or in connection with the Agreement will be governed by and be subject to the laws of the State of Utah. If any provision of the Agreement shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of such provision in other jurisdictions, and of the remaining provisions of the Agreement in all jurisdictions, shall not in any way be affected or impaired. The Agreement is governed by the laws of Utah. The Agreement, the Services Addenda, and all other agreements made in the initiation of Online Banking or any Service, set forth the entire and only agreement between you and Bank with respect to your use of the Online Banking. Any prior agreements, representations, statements, negotiations, undertakings, promises or conditions, whether oral or written, with respect to the Online Banking which conflict with the provisions in the Agreement are superseded by the Agreement. The Agreement is signed below by your duly authorized officer or officers on the dated stated below. V201501F 8

10 Wire Transfer Service Addendum A. General Terms The Wire Transfer Service ( WTS ) allows you to wire available funds denominated in either U.S. dollars or the primary local currency, as applicable, from a designated business deposit account you have with us to any recipient (the Recipient ), designated by you and established with us as provided herein. This Wire Transfer Service Addendum ("Addendum") to the Online Business Banking Enrollment and Services Agreement (the Agreement ) sets forth our terms and conditions regarding your use of the WTS. This Addendum is hereby incorporated in and amends and becomes a part of the Agreement between you and us. By using the WTS, you agree to the terms and conditions of the Agreement and this Addendum. B. Definitions As used herein, the following terms have the following meanings: "Business Day" means Monday through Friday, excluding federal or Utah state holidays. "Cutoff Time" means 3:00 PM Mountain Time on any Business Day or any earlier time that may be displayed on the wire transfer screens when you make a transfer. In the event of a conflict between the Cutoff Time stated in this Addendum and the Cutoff Time stated on the wire transfer screens, the time stated on the wire transfer screens on the Wire Date shall be deemed controlling. We may make changes to the Cutoff Time from time to time without advance notice to you, so you should always check the screens prior to making a transfer to ensure the timely receipt and transmission of your Instructions. The Cutoff Time is the time by which we must receive wire transfer Instructions to have them considered entered on that particular Business Day. The Cutoff Time reflects the time displayed on our internal system clocks and may not necessarily be synchronized with the internal clock displayed on your computer. For this reason, we suggest that you transmit any Instructions to us sufficiently in advance of such Cutoff Times to eliminate the possibility of missing the cutoff; "Instructions" means the information provided by you to us for a wire transfer to be delivered to the Recipient (such as, but not limited to, amount to be transferred, Recipient name, bank name, routing number and account number); "Wire date" means the Business Day specified in a wire transfer payment Instruction on which you wish a wire transfer Instruction to be executed by us; it is also the day your Wire From account will be debited for the transaction; and "Wire From account" means your deposit account with us from which wire transfers will be made hereunder. C. Registration for WTS We reserve the right to require an additional registration for WTS or additional activation codes before you may initiate wire transfers using the WTS. D. Establishment of Recipient We reserve the right to require that you establish any Recipients to whom you desire to direct wires prior to the Wire date whenever possible. In such circumstance, we must receive your Recipient information and activate the Recipient before you will be able to send wires to the Recipient. You need the Recipient's name, address, account number, bank name and bank address to set up a wire transfer. We will review and activate your Recipient within a commercially reasonable time of receipt of the information, normally within one Business Day. In accepting a wire transfer Instruction issued in your name, we may rely upon the identifying number (such as Fedwire routing number or account number) of the Recipient, the Recipient's bank or any intermediary bank, as instructed. Also, the Recipient's bank in the wire transfer Instructions may make payment on the basis of the identifying number even V201501F 9

11 though it identifies a person or entity different from the named Recipient. Accordingly, you shall be responsible for the consequences of any errors and any inconsistency between the name and the identifying number, as instructed, of any party in such Instructions. E. Making a Wire Transfer Once you have registered for the WTS, if required by us, and completed your Recipient setup, if required by us, you may, on the terms and subject to the conditions set forth in this Addendum, request a wire transfer to any established Recipient from the available funds in your deposit accounts with us. We execute wires only on Business Days. In order to be processed on the day requested, Wire transfer Instructions must be received by us by the Cutoff Time we establish from time to time and as set forth herein or on the Instructions screen. Wire transfer Instructions that are received by us after the Cutoff Time will be processed on the following Business Day. Funds are deducted from the Wire From account on the Wire date (although balances in your deposit account might not immediately reflect the wire transfer transaction). Wire transfer Instructions cannot be changed or deleted once you have verified and submitted the Instructions. Any acceptance by us of a request by you to change, delete or recall wire transfer Instructions which have been transmitted to us, is made conditionally upon the express understanding by you that we cannot guarantee fulfillment of such a request and that we are not responsible for any failure to change, delete or recall such wire transfer. F. Acceptance of Wire Transfer Instructions All wire transfer Instructions transmitted to us are subject to our review and acceptance. Our confirmation of the receipt of your transmission is an indication only that we have received your Instructions. We will debit your Wire From account for the amount of the wire transfer Instruction accepted by us. It is your responsibility to have sufficient available funds in the applicable account on the Wire date for wire transfers you schedule and you agree to do so. We will not be obligated to make any wire transfer unless and until there are sufficient available funds in your Wire From account to cover the wire transfer on the Wire date. In the event you submit a wire transfer request and there are insufficient available funds to immediately process that request, we may confirm the receipt of your Instructions but need not accept the request until there are sufficient available funds in the Wire From account. If at the Cutoff Time on the Wire date of the Instructions there are still insufficient funds in your Wire From account, we may, at our option in our sole discretion, and without any obligation to do so, extend any overdraft or other credit account. In addition, you agree that we are not required to accept any Instructions for an amount in excess of the dollar limits established by us for wire transfers from time to time. Notwithstanding any Instructions to the contrary, we reserve the right to use any funds transfer system and intermediary bank in the execution of wire transfer Instructions, and we may use any means of executing a wire transfer Instruction that we deem reasonable in the circumstances. You authorize such funds transfer systems and any intermediary, receiving or beneficiary banks to deduct fees from the funds transferred. You may only initiate wire transfer Instructions in U.S. dollars or the primary local currency, as applicable, from a business deposit account. We reserve the right to convert funds from U.S. dollars to the primary local currency prior to executing the wire. You understand that we or any intermediary, receiving or beneficiary banks may apply their prevailing exchange rate(s) in the conversion and payment of funds to any Recipient in other than U.S. currency. If the wire transfer is in a foreign currency, and funds are returned because, for any reason, payment cannot be made, our liability will be limited to the New York exchange market value rate at the time refund is made, less charges taken by any correspondent banks. You authorize us to charge your designated Wire From account for all wire transfers that are issued in your name and verified by us in accordance with the security procedures described in this Addendum. You specifically authorize us and our agents to electronically debit your Wire From account for the purpose of making wire transfers in connection with WTS. G. Accounts with Multiple Owners/Signers You agree not to request wire transfers from any account that requires two or more signatures. You agree, further, not to change the account documentation to require two or more signatures until you have first notified us to terminate access to such accounts by calling or writing us at the phone number or address set forth in the V201501F 10

12 Agreement. No such change will be effective as to your WTS until we receive the notice and have a reasonable opportunity to act upon it. H. Recipient Limitations We reserve the right to refuse to pay any Recipient whom you may designate for a wire transfer. We will notify you promptly if we decide to refuse to execute your wire transfer Instructions. You represent and warrant to us that you will only set up Recipients and make wire transfer Instructions that are in compliance with the laws and regulations of the United States of America. I. Security Procedures You must utilize a User ID and password to access Online Banking and the WTS. After you register for WTS with Online Banking, a WTS PIN will be provided to you. Once enrolled, you will be able to make subsequent wire transfers by logging on to Online Banking with your User ID and password and entering the correct WTS PIN. The First Administrator, or other administrators, is required to establish user security procedures provided in notices, guides, manuals, materials, documents or instructions furnished to you by us. These security procedures help to prevent unauthorized access to your account. You should not discuss or disclose the procedures, your User ID and password, your WTS PIN or any other items of personal information that we may utilize to confirm your identity, with any person not authorized to access your accounts. You acknowledge and agree that the security procedures described in the Agreement are commercially reasonable. J. Liability Limitations You are responsible for all wire transfers issued in your name using your Online Banking. If you permit other persons to use Online Banking, you are responsible for any transactions they authorize. NOTE: ACCOUNT ACCESS THROUGH ONLINE BANKING AND WTS IS SEPARATE AND DISTINCT FROM YOUR EXISTING SIGNATURE ARRANGEMENTS FOR YOUR ACCOUNTS. THEREFORE, WHEN YOU GIVE AN INDIVIDUAL THE AUTHORITY TO ACCESS ACCOUNTS THROUGH ONLINE BANKING, THAT INDIVIDUAL MAY HAVE ACCESS TO ONE OR MORE ACCOUNTS TO WHICH THAT INDIVIDUAL WOULD NOT OTHERWISE HAVE SIGNATURE ACCESS. YOU ASSUME THE ENTIRE RISK FOR THE FRAUDULENT, UNAUTHORIZED OR OTHERWISE IMPROPER USE OF YOUR PASSWORD. WE SHALL BE ENTITLED TO RELY ON THE GENUINENESS AND AUTHORITY OF ALL INSTRUCTIONS WHEN ACCOMPANIED BY SUCH PASSWORD, AND TO ACT ON SUCH INSTRUCTIONS. We shall not be liable for: (i) any errors or losses you sustain in using the WTS except where it results solely from our failure to exercise ordinary care in processing any transaction, (ii) any failure to provide the WTS if the account(s) involved is no longer linked for Online Banking, (iii) any act or failure to act by an intermediary bank or any other third party; (iv) any event or circumstance beyond our reasonable control or (v) indirect, special or consequential damages, regardless of the form of action and even if we are advised of the possibility of such damages. Our liability in any case shall be limited to the amount of any funds improperly transferred from your Wire From account less any amount that, even with the exercise of ordinary care, would have been lost. K. Indemnification You agree to indemnify us against any claim, liability or loss asserted against or incurred by us as a result of (a) the issuance of any password or WTS activation code (including the means by which we transmit such password or activation code to you) or (b) use of WTS, including but not limited to (i) any claim that use of a password or following the security procedures set forth herein are not a commercially reasonable means of providing security against unauthorized wire transfers from accounts, (ii) any liability or loss incurred as a result of your changing your account documentation without notifying us as required by this Addendum. You further agree to indemnify us for all claims, costs, demands, expenses, liabilities and losses including reasonable legal fees and expenses, arising from any claims of a third party relating to any action taken or not taken by us pursuant to this Addendum or any Service, unless the action or non-action constitutes gross negligence or willful misconduct by us. V201501F 11

13 L. Fees The fees set forth in the fee schedule under the Agreement will be charged for the WTS. We reserve the right from time to time upon notice to you to add, delete or modify Fees. Fees will be charged against your Account to be billed for Services and Fees or your Wire From account for each wire Instruction accepted by us. M. Failure to Execute Transfers Bank will not be liable for failure to execute any wire transfer due to circumstances beyond its control, including any act of God, interruption or suspension of any communication, computer, or wire facilities or services, war, emergency conditions, or other circumstances. Bank will not be liable for any modification, errors, or omissions beyond the control of the Bank arising during transmission of instructions over telex, wire, or other telecommunications or computer networks. If Organization s account does not have available funds, including any funds available to Organization from a line of credit established by Bank for purposes of overdrafts, to execute the wire transfer, including funds payable to Bank as fees, Bank may refuse the request without liability. To the extent permitted by law and as otherwise stated herein, Organization agrees to defend, indemnify, and hold Bank harmless, from any lawsuit, liability, claim or expense, arising from Bank s activities or conduct under the terms of the Agreement except to the extent that such lawsuit, liability, claim or expense arises from Bank s gross negligence or willful misconduct. V201501F 12

14 Automated Clearing House (ACH) Service (Debit) Addendum With respect to the ACH Service (Debit) (the ACH Collection Service ) this Addendum ( Addendum ) is hereby incorporated into and becomes a part of the Online Business Banking Enrollment and Services Agreement (the Agreement ) between Bank and you (the business entity applying for or using Online Banking). By using the ACH Collection Service, you agree to the terms and conditions of the Agreement and this Addendum. A. Definitions and General Terms Except as otherwise set forth herein, all capitalized terms used but not defined herein shall have the meaning set forth in the Agreement. The following additional definitions are part of this Addendum: ACH means the Automated Clearing House network, which is used for business customers enrolled in the ACH Collection Service, to route ACH Collections to Payor accounts; ACH Collection means a debit entry sent via the ACH or internally (if the Payor s account is maintained at Bank) for the transfer of money from the Payor s account to a Deposit To account, available only to business customers enrolled in the ACH Collection Service; Cancelled means when an ACH Collection will neither be processed nor sent at your request; Current Day refers to an ACH Collection that is scheduled with a present day Send On date (i.e., the Collection is scheduled to begin processing the same date as the Instructions are entered); Cutoff Time means 4:30 PM Mountain Time on any Business Day and is the time by which we must receive Instructions to have them considered entered on that particular Business Day; Debit Entry means an electronic debit to a Payor s account affected through the ACH Collection Service; Deliver By date means the date by which funds collected through an ACH Collection will be credited to and made available in the Deposit To account. A Deliver By date is always at least three (3) Business Days after the Send On date; Future Dated refers to ACH Collection Instructions that are not scheduled to begin processing on the Current Day; only Business Days may be selected for Future Dated Collections. Future Dated Collections include any Instruction entered after the Cutoff Time on any Business Day or any Instruction entered on a non-business Day; In Process means that an ACH Collection is no longer Pending and it cannot be changed or Cancelled; Instructions means the information provided by you to us for an ACH Collection to be collected from the Payor (such as, but not limited to, Payor name, account number, and desired Deliver By date); NACHA Rules means the Operating Rules of the National Automated Clearing House Association, as amended from time to time. Payor means a person or entity that has authorized you to initiate a Debit Entry to such person s or entity s bank account; Deposit To account means the deposit account you maintain with us to which funds received from ACH Collections will be credited; Pending means any Instruction that you have ordered to be made which has not been Cancelled by you before the Cutoff Time on the Send On date. All Future Dated ACH Collections are Pending starting from the time you enter Instructions until they are released by us; Repeating ACH Collection means automatic recurring ACH Collections from the same Payor for the same Collection amount, which you can establish up to 365 days in advance; Send On date means the Business Day of your choice upon which your ACH Collection will begin processing; and Transaction Number means the number that we send in response to your Instructions to confirm that your Instructions have been received by us. You may utilize the ACH Collection Service to make requests for the collection of your Current Day and Future Dated ACH Collections, and Repeating ACH Collections from your Payor. We may, from time to time, establish minimum and maximum transactional and daily dollar limits on ACH Collections that may be initiated via Online Banking which we may impose in our discretion and at our option. V201501F 13

15 B. ACH Collections You agree that you will obtain all authorizations necessary under applicable law and the NACHA Rules to originate Debit Entries to the Payor s account via the ACH Collection Service. A sample of the agreement between you and the Payor must be provided to us (with us reserving the right to request a copy of the signed agreement). You further agree to take all appropriate measures to ensure the accuracy of the Instructions you submit. If you schedule Repeating ACH Collections and the Send On date falls on a non-business Day, the Send On date (i.e., the day the ACH Collection will begin processing) will be moved to the immediately preceding Business Day but the Deliver By date of the ACH Collection will remain unchanged. If the Deliver By date of a Repeating ACH Collection falls on a non-business Day, both the Send On date and the Deliver By date will be moved to the immediately preceding Business Day. C. Collection Services To use the ACH Collection Service you must maintain a checking account with us and designate one of your eligible checking accounts with us as your Account to be billed for services and fees. You must also designate any of your eligible checking accounts with us as your Deposit To accounts for any of your ACH Collections. You agree to use the ACH Collection Service only for collections from Payors located within the United States, subject to our approval, and you agree to use the ACH Collection Service only to issue Instructions for lawful purposes. To use the ACH Collection Service you must provide sufficient information online to us to properly identify your Payor(s) (including, without limitation, whether a Payor is an individual or a business), direct your collection and permit the Payor to identify you as the originator of the Debit Entry to the Payor s account. You must complete all required fields with accurate information, as directed by the ACH Collection Service screen messages. By providing us with the names and account information of those Payors to whom you wish us to collect funds, you authorize us to follow the Instructions that we receive through the ACH Collection Service. You further authorize us to update or change any of your Payor information as requested or provided by your Payor. When we receive a collection Instruction in your name (either Current Day or Future Dated), we will originate a Debit Entry to the Payor s account on your behalf. All ACH Collections (other than Repeating ACH Collections) that are initiated on any non-business Day or after the Cutoff Time on any Business Day, will reflect a Send On date of the next Business Day. You may cancel any Pending Collection via the ACH Collection Service if you do so no later than the Cutoff Time, on the Send On date. You may not stop or cancel a Collection after the Cutoff Time has passed. You may not amend or modify instructions or Pending Collections once they have been scheduled. D. Fees The fees set forth in the fee schedule under the Agreement will be charged for the ACH Collection Service. E. Cutoff Times; Deliver By Date All transmissions to Bank must be completed by Bank s established Cutoff Times in order for processing to commence on the same Business Day. Any transmission completed and received by Bank after such Cutoff Times will be processed by Bank on the following Business Day. The current Cutoff Time for making an ACH Collection is 3:00 PM Mountain Time. Funds due from Current Day collections made before the Cutoff Time will be added to the balance in your Deposit To account and made available on the Deliver By date. (i.e., three Business Days after the Send-On Date) subject to the return or reversal of the Debit Entries by the Payor s bank. Repeating ACH Collections will be credited to and made available in your Deposit To account on the Deliver By date for the particular Repeating ACH Collection (i.e., three Business Days after the Send-On date for that Repeating Collection). The Send-On date will be adjusted to the immediately preceding Business Day for any Repeating ACH Collection which is scheduled for Collection on a non-business Day. Any ACH Collection that is returned or reversed by the Payor s bank will be charged to the Deposit To account as provided in this Addendum. Bank reserves the right at any time to delay the availability of funds transferred into the Deposit To Account by Debit Entry until such time as such Debit(s) cannot be reversed in accordance with the Rules. V201501F 14