COMMERCIAL AND BUSINESS ONLINE BANKING AGREEMENT

Transcription

1 COMMERCIAL AND BUSINESS ONLINE BANKING AGREEMENT This Commercial and Business Online Banking Agreement ( Agreement ) sets forth the terms and conditions of the Online Banking services (the Services ) offered by Rabobank, N.A. (hereinafter us, we, our, or the Bank ). By applying for any of the Services, you agree to be bound by this Agreement for any Service that is provided to you by the Bank. Your use of any of the Services will be additional evidence of your agreement to its terms. We will let you know when the Services you request and which are approved by us for your accounts become available. If you request and are authorized to use additional Services in the future, they will be governed by this Agreement, unless we advise you otherwise. This Agreement applies to your use of the Services for non-consumer purposes through either the small business platform or the commercial platform, depending on the Services that you are approved for by us. Without limitation, it applies to all Payments to or from accounts that are not primarily established for personal, family or household purposes and to Payments that are otherwise not subject to the federal Electronic Funds Transfer Act (the EFTA ), and to the persons who make them. This Agreement is in addition to any other agreements between you and us and includies but is not limited to (as applicable), your checking, savings, and other deposit account agreements, your credit card agreements, any overdraft protection you may be signed up for and loans and lines of credit that you have with us, as each may be modified from time to time. If there is a conflict between the terms and conditions of this Agreement and those contained in the other agreements between you and us, this Agreement will control. GETTING ESTABLISHED 1. Equipment and Software. You are responsible for the acquisition, installation, maintenance, operation and use of the computer and browser software used to access the Services. The risk of error, failure or nonperformance is your risk and includes the risk that you do not operate the computer or software properly. The Bank is not responsible for any errors or failures from any malfunction of the computer and/or the software nor is it responsible for any electronic virus, viruses, worms, or similar issues involving software that you may encounter. The Bank has no liability to you for any damage or other loss, direct or consequential, which you may suffer or incur by reason of your use of the computer or the software to access the Services. The Bank makes no warranty to you regarding the computer or the software, including any warranty of merchantability or fitness for a particular purpose. You are responsible for providing and maintaining any equipment that is necessary to access and use the Services, such as telephones, terminals, modems and computers. You agree to use equipment 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 computers or software that you use in connection with the Services, even if we have previously approved their use. The Services are compatible with the following operating systems: Windows Vista and Windows 7, browsers Internet Explorer 9, 10, 11, Safari 6 on Mac, Firefox 32, and third party software Java 1.4, 1.5, 1.6, Adobe PDF viewer. EXCEPT AS OTHERWISE PROVIDED IN THIS AGREEMENT, NEITHER WE NOR OUR SUPPLIERS OR VENDORS MAKE ANY 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, WITH RESPECT TO THE SERVICES OR ANY COMPUTER PROGRAMS, EQUIPMENT OR SOFTWARE (COLLECTIVELY THE EQUIPMENT ) USED IN ACCESSING AND USING THE SERVICES. You agree to comply with the Commercial and Business Online Banking Terms and Conditions. You also agree that you may not transfer, distribute, copy, reverse compile, modify or alter the systems used to provide you with the Services We and/or our suppliers retain all right, title and interest in and to the intellectual property rights associated with the Services and the equipment and software used to provide you with the Services. You agree to acquire, install and maintain real-time anti-virus and anti-spyware, desktop firewall, and malware detection and removal software. You also agree to use these tools regularly to scan your computer and allow for automatic updates and scheduled scans. FM-EP-098 (03/15) Website Treasury Management 1

2 You agree to install security updates to operating systems and all applications, as they become available. These updates may appear as weekly, monthly, or even daily for zero-day attacks. You also agree to keep operating systems, browsers, and all other software and hardware up-to-date. You agree to only use the Administrative login account for purposes of creating, modifying, or deleting other user accounts within the system. You agree to conduct Wire and/or ACH transactions utilizing a dual control methodology. A single user ID should be established to initiate a transaction and a second, unique, user ID should be used to approve/authorize the transaction. You agree to minimize the number of, and restrict the functions for, computer workstations and laptops that are used to access the online banking and payment systems. You also agree to utilize a dedicated workstation to conduct online banking sessions and this workstation shall not be used for general web browsing, ing, and social networking. You further agree to conduct online banking and payment activities from at least one dedicated computer that is not used for other online activity. Users of this workstation should not possess administrative rights for installing software to this dedicated workstation. You agree to ensure that your employees know how, and to whom, to report suspicious activity to within your company and at the Bank. If you detect suspicious activity, you agree to immediately cease all online activity and contact the Bank so that the following actions may be taken: Disable online access to accounts. Change online banking passwords. Open new account(s) as appropriate. Request that a Rabobank agent review all recent transactions and electronic authorizations on the account. If suspicious active transactions are identified, cancel them immediately. Ensure that no one has added any new payees, requested an address or phone number change, created any new user accounts, changed access to any existing user accounts, changed existing wire/ach template profiles, changed PIN numbers or ordered new cards, checks or other account documents be sent to another address. 2. Your Administrator. Your Administrator shall be an Authorized Representative as listed on the Corporate resolution and shall have complete access to all Accounts and Services. Your Administrator may designate individuals as authorized users to access and use the Bank s Online Banking Services and to receive information from the Bank concerning the operation and use of the Bank s Online Banking Services. Your Administrator shall be responsible for establishing online limitations and access levels, including which Accounts and Services each authorized user is authorized to access. Your Administrator shall be responsible for the addition or removal of any new login credentials. 3. Accounts. To use the Services you must have at least one account with the Bank, which may include the following types of accounts: Checking, Savings, Loan or a Certificate of Deposit. Accounts with access restrictions such as two signatures required should not be accessed through the Services and you agree not to do so. Nevertheless, if you do so, you agree that we may process the transaction without regard to the restriction. That is, you understand that access to linked accounts, including the ability to initiate Payments, will occur without regard to any withdrawal restrictions otherwise applicable to the accounts. You agree that any arrangements with us to require one or more authorized signatures for transactions involving your accounts do not apply to transactions using the Services. You will need to designate certain accounts ( account or Account ) for specific purposes in connection with some or all of the Services provided to you by the Bank. After the establishment of the Services for your Accounts, you or your Administrators may from time to time add additional accounts in your name to be included as part of the Services to be provided. If at any time you or your Administrators fail to designate an Account, we may designate the Account or Accounts to be used in connection with the Services provided. Your application for Services may list certain Accounts that you wish to access with the Services. If it includes the accounts of your parent company, subsidiaries or affiliates, you warrant that they have authorized you to access their accounts through the Services in the same manner as your own accounts. You also agree to provide us with their written authorization, in a form and substance acceptable to us, evidencing that authority, and to notify us immediately in writing of any change to that authorization. Any designations by you or your Administrators shall be subject to our prior approval, which approval may be withheld in our sole discretion. FM-EP-098 (03/15) Website Treasury Management 2

3 The Bank may, without prior notice or demand, obtain payment of any amount due and payable to it under this Agreement by debiting your Account with Bank. You shall at all times maintain a balance of available funds in the Account sufficient to cover your payment obligations under this Agreement. In the event there are not sufficient available funds in the Account to cover your obligations under this Agreement, you agree that the Bank may debit any account maintained by you with the Bank or any affiliate of the Bank or that the Bank may set off against any amount it owes to you, in order to obtain payment of your obligations under this Agreement. Upon the request of the Bank, you agree to promptly provide to us such information pertaining to your financial condition as the Bank may reasonably request. 4. Security Procedure and User Guides. We may provide you with one or more identification numbers, codes, images, phrases, marks, signs, public keys (collectively and individually, Security Codes ), Security Tokens and/or other means of authenticating your identity so that you may access our Services. We also may provide you with operating procedures and online user guides ("User Guides") in connection with certain Services. You agree to: (a) comply with the User Guides and procedures that we provide to you; (b) take reasonable steps to safeguard the confidentiality and security of the Security Codes, Security Tokens, the User Guides, and any other proprietary property or information we provide to you in connection with the providing of Services to you; (c) closely and regularly monitor the activities of your employees and agents who access and use the Services; (d) notify us immediately if you have any reason to believe the security or confidentiality required by this provision has been or may be breached; and (e) immediately change your Security Codes if you know or suspect that the confidentiality of the Security Codes has been compromised in any way. 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 to detect errors by you or others, even if we take certain actions from time to time to do so. You agree to change any temporary Security Codes we give you promptly after you are given access to the Services for the first time and whenever anyone who has had access to any Security Codes is no longer employed or authorized by you to access and use the Services. We may require you to change your Password at any time. As an alternative to verifying transactions by means of Security Codes, we may elect to verify the authenticity or content of any order or instruction received by us by placing a call to any authorized signer on your account or any other person designated by you for that purpose. We may deny access to the Services to be provided to you without prior notice if we are unable to confirm to our satisfaction any person s authority to access and use the Services or if we believe such action is necessary for security reasons. You acknowledge and agree that any such call may be monitored or recorded by the Bank and you hereby expressly consent to such monitoring or recording. You further agree that any electronically recorded calls may be retained by us to be used to assist us in determining your authorization for any transaction under this Agreement. 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, instruction or payment order we receive through the Services, even if it is not authorized by you, if it includes your Security Codes or is otherwise processed by us in accordance with our security procedures. If a funds transfer request received by us purports to have been transmitted or authorized by you, it will be deemed effective as your request and you shall be obligated to pay us the amount of such funds transfer request even though the request was not authorized by you, so long as we accepted the funds transfer request in good faith. If a signature comparison is to be used as a part of those security procedures, we shall be deemed to have complied with that part of such procedures if we compare the signature accompanying a file of funds transfer requests (or request for cancellation or amendment of a transfer request) received with the signature of an authorized representative of you (an Authorized Representative ) and, on the basis of such comparison, believes the signature of the person sending such file to be that of the Authorized Representative. Please note, if you do not use the Services for 180 consecutive days, your access may be disabled and reenrollment will be necessary to obtain a new user ID and password. 5. Liability for Access to and Unauthorized Transactions on Account(s). You are responsible for and bound by any Communication (as defined herein) we receive in your name through a Service if the Communication: (a) comes from an Authorized Representative, Administrator or Sub-User; or (b) is FM-EP-098 (03/15) Website Treasury Management 3

4 authenticated using security procedures, described herein, even if not authorized by you; or (c) is legally binding on you under the laws of agency, contract or otherwise. Authorized Representatives. Your Authorized Representative includes each person who is (1) authorized by you to conduct business with us, including as part of your Account management resolution(s); or (2) a principal officer of yours (such as your CEO or CFO if you are a corporation, or a partner in a partnership, or a manager of an LLC); or (3) otherwise authorized (or deemed authorized) to act on your behalf, whether under this Agreement or any other agreement with us, by the laws of agency, or under any other state or federal law, rule or regulation. Responsibility For Communications In Your Name, Whether Or Not Authorized By You. The Security Codes are security procedures. You agree that we may use the security procedures to verify the authenticity of communications ( Communications ) that are received by us in your name. If we verify the authenticity of a Communication or instruction received in your name using the security procedures, we may rely on it and you will be obligated on the Communication or instruction, whether or not it was authorized by you. On the other hand, if a Communication or instruction was authorized by you or if you would otherwise be bound by it under this Agreement, you will be obligated on it even if we did not verify its authenticity using the security procedures and even if the security procedures would have prevented error. You agree that the security procedures are intended to verify authenticity and not to detect error. Responsibility For Security Procedures. In addition to the Security Codes as security procedures, you may choose additional security procedures. We may from time to time offer supplemental security procedures, and you agree to consider them. You agree to follow any instructions we provide to you about using, storing or otherwise related to security procedures. You agree to consider the size, type and frequency of the ACH entries, wire transfers, payment orders or other money transactions you will or intend to use the Services to accomplish. You agree to consider the risks presented by the possibility of unauthorized access to these Services, including the risk of loss to you that we may process Communications and instructions that are your responsibility even though they were not authorized by you. You agree to use the Services only after determining, and only for so long as you continue to determine, that the security procedures are a commercially reasonable method of providing security against unauthorized ACH entries, wire transfer, payment orders or other Communications. You agree and acknowledge that the security procedures are commercially reasonable for you and that you will be bound by instructions or Communications in your name, as set forth above. You also agree to take appropriate steps to ensure that all Security Codes are protected and kept confidential. In your review of the Services, including those aspects of the Services pertaining to the issuance, use, and protection of the Security Codes and the security procedures, you agree to notify us if your use of the Services would necessitate or be better served by a level of security that exceeds that offered by the Services. If you fail to notify us, then you acknowledge and agree that the security procedures of the Services are appropriate for your needs and will provide you with a commercially reasonable degree of security against unauthorized use. Refusal To Process Communications. We may delay or refuse to process any requested Service, including ACH entries, wire transfers, payment orders or other money transactions, or any other Communication from you. We may do so for any reason or for no reason. We may provide notice to you, but are not obligated to do so. In addition, we shall be excused from failing to transmit or for delays in transmitting an Entry if such transmittal would result in our having exceeded any limitation upon our intra-day net funds position established pursuant to present or future Federal Reserve guidelines or in our reasonable judgment otherwise violating any provision of any present or future risk control program of the Federal Reserve or any rule or regulation of any other U.S. governmental regulatory authority. You agree that we will have no liability to you or to any other person for any loss, damage or other harm caused by or arising out of any such delay or refusal. FM-EP-098 (03/15) Website Treasury Management 4

5 OUR SERVICES 6. Account Information Service. You can access and use the Services to obtain 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 Service. If you are unable to access our system for any reason, you can contact our Commercial Client Services at for assistance. 7. Funds Transfer Services. We offer funds transfer Services that allow you to make payments to others and to transfer funds between accounts through the Automated Clearing House ( ACH ), by wire, by internal transfer or by any other payment system we deem reasonable under the circumstances. Orders and Charging Your Account. When you transmit a transfer or payment request (an Order ), you authorize us to charge the designated account for the amount indicated. Available Funds. We may refuse an Order if there are not sufficient collected and available funds in your account on the date we initiate the transaction or on the payment date. We may place a hold on funds pending our processing of your Order. If we have reason to believe that you may not have adequate funds to cover an Order, we may delay execution of the Order until we receive adequate assurance from you that the funds will be available. Nothing in this Agreement, nor any course of dealing between us, shall be construed as our commitment or obligation to lend money to you or extend you credit. Funds Transfer Instructions. You may transmit Orders to us in compliance with the form, format and other requirements set forth in the User Guides, the Rules (as defined below and if applicable), and any security procedures that we establish for the Services provided. We are not responsible for detecting or rejecting duplicate Orders. If you give us an Order 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. Internal Transfers. Transfers between your deposit accounts with us are subject to the terms of your account agreement. Although you may instruct our online system to make transfers between your accounts at any time on any day, transfers occurring after our Service cutoff hour or on non-banking days may not be posted until the next banking day. ACH Debit and Drawdown Wire Orders. You may initiate ACH debit and drawdown wire Orders only with the prior written authorization of the owners of the accounts affected by such Orders. You agree to maintain a copy of each authorization for a period of two years following its termination, and to provide us with a copy of the authorization upon request. Transaction Limits and Safeguards. You agree not to exceed the transaction limits we establish from time to time for your account or for any Service we provide to you. You agree that you will not allow anyone to initiate Orders without proper supervision and adequate safeguards, and that you will regularly audit the actions of your Administrator and authorized representatives. On-Us Entries. Except as provided below for Rejection of Entries, in the case of an Order received for a credit or debit to an account maintained with us (an On-Us Entry ), we shall credit or debit the beneficiary or receiver s account in the amount of such On-Us Entry on the effective date contained in such Entry, provided the requirements of this Agreement are met. If the requirements of this Agreement are not met, we shall use reasonable efforts to credit or debit the beneficiary or receiver s account in the amount of such On- Us Entry no later than the next business day following such effective date. Cancellation and Amendment of Orders. Customer shall have the right to cancel or amend any Order after its receipt by the Bank. However, while the Bank shall use reasonable efforts to act on your request to cancel or reverse an Order which has been received by the Bank you understand that under applicable law and rules the receiving depository financial institution may be under no obligation to return an erroneous Order. If we attempt to reverse an Order at your request, we assume no liability for any interest or losses that result if the reversal is not effective. You agree to indemnify, defend, hold the Bank harmless and reimburse it for all expenses, losses, claims, actions, proceedings and damages that it incurs in effectuating or attempting to effectuate any reversal. You are solely responsible for providing notice to the recipients of such an Order (with each being a Receiver ) that a reversal is being transmitted and the reason for the reversal by no later than the settlement date of the reversing entry. FM-EP-098 (03/15) Website Treasury Management 5

6 Rejection of Orders. We may refuse any Order with or without cause or prior notice. For example, we may refuse an Order if there are not sufficient collected and available funds in your account on the date we initiate the transaction or on the settlement date of such transaction. We also may refuse any order which does not comply with the requirements of sections 4. Security Procedure and User Guides, 8. Funds Transfer Service or 9. ACH Services. We may notify you of such refusal electronically, in writing, by telephone, or otherwise no later than two business days after the date the Order was to be effectuated. We are not required to pay you interest on a rejected Order for the period from refusal of the Order to your receipt of the notice of refusal. Notice of Returned Orders. We may notify you electronically, in writing, by telephone, or otherwise regarding any Order that is rejected or returned for any reason. We will not be obligated to credit your account with any interest, unless the return is caused by our failure to properly execute the Order. We may attempt to remake the Order if the return is due to our error and we have sufficient data to remake the Order. We shall have no obligation to retransmit a returned Order to the ACH Operator if we have complied with the terms of this Agreement with respect to the original Order. Notices and Statements. Information on transfers to or from your accounts will be reflected on your periodic statements and may be available to you online. We are not required to provide you with any other notice of the receipt, transmittal or debiting of Orders. Unauthorized Order. We may process any Order (including an amendment or cancellation Order) we believe is transmitted or authorized by you if we act in compliance with the security procedures (including any callback procedure) agreed upon by you and us. Such Orders will be deemed effective as if made by you, and you will be obligated to pay us in the amount of such Orders, even though they are not transmitted or authorized by you. We strongly recommend that you impose a dual control environment in connection with the transmission and confirmation of Orders. If you elect not to do so, you agree to be subject to a higher standard of care with respect to your accounts, transactions and statements. 8. Wire Transfer Service. Designation of Funds Transfer System and/or Intermediary Bank. If you do not specify a funds payment system or an intermediary bank when sending an Order to be processed by us, we may use any one or more of the following: the Fedwire System, the Clearing House Interbank Payment System, the Society for Word-Wide Interbank Financial Telecommunications, an intermediary bank identified by the foregoing systems or us as a correspondent bank of the beneficiary s bank, or any other payment system or intermediary bank which we deem reasonable under the circumstances. You agree to be bound by the rules of the funds transfer system utilized. Charge for Order. When you initiate an Order you authorize us to charge the designated Account for the amount of the payment, plus any applicable fees and charges imposed by us or by any intermediary bank (whether chosen by us or by you). Each Order for a funds transfer authorizes us and any intermediary bank to obtain payment for fees and expenses, including ours and those of any (including subsequent) intermediary bank(s). We and any intermediary bank may obtain payment by issuing a payment order in an amount that is reduced by the amount of these fees and charges. We may but are not obligated to provide you with advance notice of any intermediary bank fees and charges. You agree that we may retain or be paid a portion of any fees or charges imposed or collected by an intermediary bank, including those chosen by us. You agree that if an intermediary bank is used whose fees and charges are not disclosed to you in advance, then we are not liable in any manner whatsoever for any losses or damages you may suffer as a result of that bank s processing of an Order in an amount less than the Order given by you. Inconsistency of Beneficiary s Name and Account Number. If a beneficiary of an Order is identified by both name and account number, payment may be made by us and by any other bank based on the account number even if the name and the account number are not consistent or identify different parties. Inconsistency of Intermediary or Beneficiary s Bank. If an intermediary bank or a beneficiary s bank is identified on an Order by both name and account number, we and other banks may rely on the account number even if the name and the account number are not consistent or identify different parties. Confirmation Notices. We have no obligation to notify you of credits or debits to your account resulting from Orders. We will provide you with notice of payments to and transfers from your account as part of your account periodic statement. FM-EP-098 (03/15) Website Treasury Management 6

7 Provisional Credit. When we give you credit for an incoming payment order, it is provisional until we receive final settlement for the Order. If we do not receive final settlement, you must return the funds previously credited to your account to us, and the person who sent the funds transfer order will not be treated as having paid you. Foreign Transfers. If your Order involves a foreign transfer, and you have been approved by us for foreign transfers, we may execute the Order in the currency of the country of the payee s financial institution at either our buying rate of exchange for U.S. dollar transfers or the exchange rate of the payee institution. If the transfer is returned for any reason, you agree to accept the refund in U.S. dollars in the amount of the foreign money credit, based on the current buying rate on the day of the refund, less any charges and expenses incurred by us. Foreign transfers may be subject to delays, charges imposed by other financial institutions, and changes in foreign currency exchange rates. Intermediary banks may deduct their fees from the amount of any Order they process. A portion of those fees may be shared with us. 9. Stop Payment Service. With this Service, you can stop payment on a check by following the procedures established for this Service. You must provide us with timely, complete and accurate information on the account number, date of the item, item number, payee, and the EXACT amount (in dollars and cents) of the item. If any information is incomplete or incorrect, we will not be responsible for failing to stop payment on the item. Requests become effective when we confirm their receipt. There is a fee for each request (effective for six months), whether or not we receive your request in time to act upon it. Requests received after our cutoff hour or on non-business days may be deemed received by us as of the start of the next business day. If our online system is not available for any reason, you can contact our Commercial Client Services at or your branch of account to make your request. You may not cancel stop payment orders through the Services. Any cancellation request must be made in writing and must be received in such time as to allow us a reasonable opportunity to act and actually stop the payment of the check. 10. ACH Services. Supplemental Definitions and Terms. We are a Participating Depository Financial Institution of the National Automated Clearing House Association ( NACHA ). If approved by us, you may be permitted to provide Orders to us to initiate electronic fund transfer entries (an Entry or Entries ) through us for the deposit ( Credit ) and/or payment ( Debit ) of money to and from your accounts maintained at the Bank and to and from accounts at other Participating Depository Financial Institutions, by means of the Automated Clearing House ( ACH ). Unless otherwise defined in this Agreement, capitalized terms shall have the meanings provided in the NACHA Rules (the Rules ). The term Entries shall have the meaning provided in the Rules and shall also mean the data received from you hereunder from which we prepare Entries. ACH Transaction Rules. Except as provided below for On-Us Entries and Rejection of Entries, the Bank shall (i) process Entries received from Customer to conform with the file specifications set forth in the Rules, (ii) transmit such Entries as an Originating Depository Bank to the ACH Operator, and (iii) settle for such Entries as provided in the Rules. You agree to comply with the Rules when you conduct transactions through the ACH. For a fee, you can obtain a copy of the current Rules at pubs.nacha.org or by telephoning NACHA at The following are specific agreements by you relating to ACH compliance: You shall not initiate an ACH transaction that is part of a payment transaction that involves a financial agency or financial agency s office that is not located in the territorial jurisdiction of the United States. You shall not initiate or participate in any ACH transaction that involves unlawful Internet gambling, which includes placing or taking bets and wagers via the Internet or facilitating a transaction that involves a bet, wager, or winning that is considered unlawful by laws of the United States and the state of California. You agree to establish, implement, and update, as appropriate, policies, procedures, and systems regarding the initiation, processing, and storage of Entries that are designed to: a) Protect the confidentiality of Protected Information until its destruction; b) Protect against anticipated threats or hazards to the security or integrity of Protected Information until its destruction; and c) Protect against unauthorized use of Protected Information that could result in substantial harm to a natural person. FM-EP-098 (03/15) Website Treasury Management 7

8 Such policies, procedures, and systems must include controls that comply with applicable regulatory guidelines on access to all systems used by such non-consumer Originator, Participating DFI, or Third Party Service Provider to initiate, process, and store Entries NACHA Operating Rules, Section 1.6. You agree not to disclose the Receiver s account number or routing number to any third party for such third party s use, directly or indirectly, in initiating a debit entry that is not covered by the original authorization NACHA Operating Rules, Section Initiation of ACH Entries. The ACH origination Service allows you to create an ACH file that we will consider for processing if submitted before the posted cutoff time. Exposure limits are established at enrollment and may not be exceeded without prior authorization from us. We may increase, decrease or otherwise modify your exposure limits at any time, for cause or without cause, and with or without prior notice to you. Each authorized signer on an Account may contact us to request changes in limits, request investigations or request that we not process a file or request a reversal for a file that has been submitted. Upon receipt of your ACH Entries or your file, we may choose not to process the entire file or individual entries, at our option, if there are errors in the file or any entry or if your account does not contain sufficient funds to cover the transaction. You may be notified via secure if an ACH batch is denied. Processing Entries. The Entries data you input in the Services must conform with the file specifications set forth in the Rules. We will transmit such Entries as an Originating Depository Financial Institution to an ACH Operator and settle for them in accordance with our policies, provided however that we may at our discretion defer or delay crediting you or providing funds or funds availability to you in settlement of any debit Entry or Reversal (as defined below) or of any returned or rejected credit Entry. Without limitation, we may defer any credit to you until we receive final settlement for a Debit Entry. Any credit provided to you for any reason will be provisional until all rights of any other party to the funds (under the Rules or otherwise) have expired, and we will have the right to immediate payment of the amount of such credit upon its receipt of notice of any adjustment or that final settlement may not occurred. In addition, we will have the right to payment by you for any returned or rejected credit Entry, or in settlement of any reversal of a credit Entry, for which you have previously received credit at the time we receive such rejection or return. Unless otherwise specified in writing by us, you may not initiate Entries using any standard entry class or code other than PPD, CCD or CIE, as set forth in the Rules in effect as of the date of this Agreement Timing. In order to comply with NACHA guidelines, you must submit ACH consumer credit Orders to us two business days before the payment date and all other ACH Orders one business day prior to the payment date. We may transmit Entries to the ACH Operator on or before two business days prior to the Settlement Date Shown on such Entries provided: (i) such Entries are received by the Bank s related cut-off time on a business day, (ii) the Settlement Date is after such business day, and (iii) the ACH is open for business on such business day. If any of these requirements (that is, of the preceding clauses) is not met, we may delay or retransmit the Entries to ACH. If we choose not to retransmit, we have no obligation to provide you with notice. You agree that any banking information related to an Entry that is Transmitted via your Electronic Network must, at all times from the point of the entry date through the Transmission of such banking information, be either encrypted or Transmitted via a secure session, in either case using a commercially reasonable technology that provides a level of security that, at a minimum, is equivalent to 128-bit RC4 encryption technology. Banking information includes any Entry, routing number, account number, PIN or other identification symbol. NACHA Rules, Article 1. Notifications of Change. We may notify you electronically, in writing by telephone, or otherwise regarding a Notification of Change (NOC), as defined in the Rules. You shall ensure that changes requested by the NOC are made within six (6) banking days of Company s receipt of the NOC information from us or prior to initiating another entry to the Receiver s account, whichever is later. If you fail to comply with this requirement we have the right to immediately terminate your access to the Service without further notice to you. Provisional Credit. Credit to your account for an ACH credit transaction is provisional until we, as the receiving financial institution obtains final settlement. If final settlement does not occur, we have the right to revoke the provisional settlement and charge back the account. FM-EP-098 (03/15) Website Treasury Management 8

9 Inconsistency of Name and Account Number. You acknowledge and agree that, if an Entry describes the Receiver inconsistently by name and account number, payment of the Entry transmitted by the Bank to the Receiving Depository Financial Institution ( RDFI ) may be made by the RDFI (or by Bank in the case of an On-Us Entry) on the basis of the account number supplied by you, even if it identifies a person different from the named Receiver, and that your obligation to pay the amount of the Entry to Bank is not excused in such circumstances. Payment by You for Entries; Payment by ODFI for Entries. (a) If Customer is a Prefund ACH Customer, it shall pay the Bank the amount of each credit Entry transmitted by the Bank pursuant to this Agreement on the Effective Date which is entered in the file by Customer. If there are not sufficient funds in the account, transactions may not be processed. (b) If Customer has an approved ACH credit limit, it shall pay the Bank the amount of each credit entry transmitted by the Bank pursuant to this Agreement at such time on the Settlement Date with respect to such credit entry as the Bank, in its sole discretion, may determine. If there are not sufficient funds in the account to cover the transaction, the service may be terminated immediately. [ (c) You shall promptly pay us the amount of each debit entry returned by an RDFI that was transmitted by us pursuant to this Agreement. (d) If applicable, we shall pay you the amount of each debit Entry transmitted by us pursuant to this Agreement at such time [on the Settlement Date with respect to] [within X days of the Settlement Date with respect to] such debit Entry as we, in our discretion, may determine, and the amount of each On-Us Entry at such time [on the Effective Entry Date with respect to] [within X days of the Effective Entry Date with respect to] such Entry as we, in our discretion, may determine. (e) We shall promptly pay you the amount of each credit Entry returned by an RDFI that was transmitted by us pursuant to this Agreement. Pre-notification and Rejection of Prenotification. You may send prenotifications in the format and on the medium prescribed by the Rules. If you have received notice that such prenotification has been rejected within the prescribed period by a RDFI as defined by the Rules (the Receiving Bank ), you will not initiate any corresponding Entry until the cause for the rejection has been corrected and another prenotification has been submitted and accepted within the time limits prescribed by the Rules. All Entries shall be processed and transmitted by you pursuant to the Rules. Our obligation hereunder in connection with the making of Entries shall be those of an Originating Depository Financial Institution (an Originating Bank ) under the Rules, unless otherwise specifically provided herein. Third Party Processors. You may not use any third party to process ACH Entries on your behalf, except with our specific prior written consent. If consent is given, you have full responsibility and liability for any action taken by any third party processor, including any authorized or unauthorized use of Security Codes by such third party. Erroneous Entry. If you discover that any Entry you have initiated was in error, you may notify us of such error and we may seek to correct the Entry on your behalf, consistent with the Rules. In all such cases, it shall be your responsibility to notify the affected third party that an Entry has been made which is at variance with the third party s authorization or is otherwise erroneous. ACH Services Terms Applicable to Business Online Banking Only: Pre-funding- We require that you irrevocably make available to us, in actually and finally collected funds, the total amount of all ACH Credit Originations two (2) days prior to the time we process the items (to Prefund ). You may Prefund your credit originations by maintaining a sufficient balance of actually and finally collected funds in your account. You authorize us, prior to processing the items, to deduct from your account the amount needed to Prefund the ACH credits. If you fail or refuse to Prefund the full amounts of your ACH credits in a cycle, the ACH Credit Order will not be processed. If you Prefund the ACH credits, your obligation to settle in respect of the Prefunded ACH credit items up to the amount of the Prefunding shall be automatically satisfied and discharged and replaced by an obligation of Bank to settle for the Prefunded items on the settlement date, but only to the extent the Prefund of the ACH credits are represented by final collected funds. FM-EP-098 (03/15) Website Treasury Management 9

10 Pre-funded ACH through Business Online Banking is available for ACH Credit entries not ACH debit entries. Accounts tied to a Sweep arrangement cannot use Pre-funded ACH. Pre-funded ACH is available to business and sole proprietor accounts and should not be originated from personal accounts. 11. Bill Payment Service. This Service is Available for Business Online Banking Only. Service Providers. We are offering you bill payment services ( Bill Payment Service ) through one or more Service Providers that we have engaged to process your bill payment transactions ( Bill Payment ) on our behalf. You agree that we have the right under this Agreement to delegate to the Service Providers all of the rights and performance obligations that we have under this Agreement, and that the Service Providers will be intended third party beneficiaries of this Agreement and will be entitled to all the rights and protections that this Agreement provides to us. Any information you provide may be used by us or any of the Service Providers to complete or otherwise deal with your transactions or comply with any laws, rules or regulations. If there is a dispute between you and us, or either of us and any other person (including any merchant, payee, financial institution or other intended or actual recipient of any bill payment), you authorizes us to obtain information regarding you, your account and your bill payment obligations (or the absence of them) from any party that was involved in the Bill Payment transaction or that might otherwise assist in the resolution of the dispute or problem. This may include financial and other information regarding you. Payment Scheduling. The "Biller" is the person or entity to which you wish a Bill Payment to be directed or is the person or entity from which you receive electronic bills, as the case may be. The "Scheduled Payment Date" is the day you want your Biller to receive your Bill Payment and is also the day your Payment Account will be debited, unless the Scheduled Payment Date falls on a non-business Day in which case it will be considered to be the previous Business Day. The earliest possible Scheduled Payment Date for each Biller (typically four (4) or fewer Business Days from the current date) will be designated within the application when you are scheduling the payment. Therefore, the application will not permit you to select a Scheduled Payment Date less than the earliest possible Scheduled Payment Date designated for each Biller. When scheduling payments to be made to a Biller ( Payment Instruction ) you must select a Scheduled Payment Date that is not later than the actual date reflected on your Biller statement for which the payment is due (it is not the late date or grace period) ( Due Date ) unless the Due Date falls on a non-business Day. If the actual Due Date falls on a non-business Day, you must select a Scheduled Payment Date that is at least one (1) Business Day before the actual Due Date. Scheduled Payment Dates must be prior to any late date or grace period. Notwithstanding the foregoing, you are responsible for ensuring that you initiate a Payment Instruction in time for the payment to reach the payee before its Due Date (without taking into account any grace period). We are not responsible for any damages you may suffer if you do not allow a sufficient number of business days between the Scheduled Payment Date and the Due Date of your bill or obligation, without counting any grace period offered by the payee. Service Guarantee. Due to circumstances beyond the control of the Bill Payment Service, particularly delays in the handling and posting of payments by Billers or other financial institutions, some transactions may take longer to be credited to your account. The Bill Payment Service will bear responsibility for any late payment related charges up to $50.00 should a payment post after its Due Date as long as the payment was scheduled in accordance with the guidelines described in the "Payment Scheduling" paragraph in this Agreement. Payment Authorization and Payment Remittance. You represent and warrant that any person applying for this Service on your behalf is acting with full authority, and that he or she is duly authorized to execute this Agreement on your behalf. By providing the Bill Payment Service with names and account information of Billers to whom you wish to direct payments, you authorize the Bill Payment Service to follow the information provided by you or an Administrator or Authorized Representative in a Payment Instruction to the Bill Payment Service (such as, but not limited to, the Biller s name, the Biller s account number, and the Scheduled Payment Date) that it receives through the payment system. In order to process payments more efficiently and effectively, the Bill Payment Service may edit or alter payment data or data formats in accordance with the Biller s directives. When the Bill Payment Service receives a Payment Instruction, you authorize the Bill Payment Service to debit your designated account (the Payment Account ) and remit funds on your behalf so that the funds arrive as close as reasonably possible to the Scheduled Payment Date designated by you. You also authorize the Bill Payment Service to credit your Payment Account for payments returned to the Bill FM-EP-098 (03/15) Website Treasury Management 10

11 Payment Service by the United States Postal Service or the Biller, or payments remitted to you on behalf of another authorized user of the Bill Payment Service. You will need to have sufficient funds in your Payment Account on the business day before the Scheduled Payment Date, since we will debit your account on the business day before the Scheduled Payment Date. You can initiate Bill Payments up to the available funds in your account, plus any linked credit or other overdraft facility. If you exceed these limits, then we may prevent (or reverse) Bill Payments in any order and in any amount that we choose, even if the result is to reduce your transactions to a level below the amounts needed to pay your bills. The Bill Payment Service shall incur no liability and any guarantee of Service shall be void if the Bill Payment Service is unable to complete any payments initiated by you because of the existence of any one or more of the following circumstances: 1. If, through no fault of the Bill Payment Service, your Payment Account does not contain sufficient funds to complete the transaction or the transaction would exceed the credit limit of your overdraft account; 2. The payment processing center is not working properly and you know or have been advised by the Bill Payment Service about the malfunction before you execute the transaction; 3. You have not provided the Bill Payment Service with the correct Payment Account information, or the correct name, address, phone number, or account information for the Biller; and/or, 4. Circumstances beyond the control of the Bill Payment Service (such as, but not limited to, fire, flood, or interference from an outside force) prevent the proper execution of the transaction and the Bill Payment Service has taken reasonable precautions to avoid those circumstances. Provided none of the foregoing exceptions are applicable, if the Bill Payment Service causes an incorrect amount of funds to be removed from your Payment Account or causes funds from your Payment Account to be directed to a Biller which does not comply with your Payment Instructions, the Bill Payment Service shall be responsible for returning the improperly transferred funds to your Payment Account, and for directing to the proper Biller any previously misdirected transactions, and, if applicable, for any late payment related charges. Payment Methods. The Bill Payment Service reserves the right to select the method in which to remit funds on your behalf to your Biller. These payment methods may include, but may not be limited to, an electronic payment, such as through the Automated Clearing House ( ACH ), an electronic check payment, or a remotely created check (as defined in Regulation CC). (For remotely created checks, funds remitted to the Biller are deducted from your Payment Account when the remotely created check is presented for payment.) Automated Clearing House Entries. Electronic payments that are made by ACH are subject to the ACH Rules, and you agree to be bound by the ACH Rules, including the rule making payment to the payee provisional until receipt by the payee s bank of final settlement of the credit transaction. If final settlement is not received, you will not be deemed to have paid the payee the amount of the electronic bill payment. If a Bill Payment is processed electronically as an ACH entry, the ACH Entries and the transaction will also be subject to the terms and conditions of any other ACH origination agreement between you and us, to the extent applicable. Payment Cancellation Requests. You may cancel or edit any Scheduled Payment (including recurring payments) by following the directions within the application. There is no charge for canceling or editing a Scheduled Payment. Once the Bill Payment Service has begun processing a payment it cannot be cancelled or edited, therefore a stop payment request must be submitted. Stop Payment Requests. The Bill Payment Service's ability to process a stop payment request will depend on the payment method and whether or not a check has cleared. The Bill Payment Service may also not have a reasonable opportunity to act on any stop payment request after a payment has been processed. If you desire to stop any payment that has already been processed, you must contact Customer Service. Although the Bill Payment Service will make every effort to accommodate your request, the Bill Payment Service will have no liability for failing to do so. The Bill Payment Service may also require you to present your 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 fee schedule. FM-EP-098 (03/15) Website Treasury Management 11

12 Prohibited Payments. Payments to Billers outside of the United States or its territories are prohibited through the Bill Payment Service. Exception Payments. Tax payments and court ordered payments may be scheduled through the Bill Payment Service, however such payments are discouraged and must be scheduled at your own risk. In no event shall the Bill Payment Service be liable for any claims or damages resulting from your scheduling of these types of payments. The Service Guarantee as it applies to any late payment related changes is void when these types of payments are scheduled and/or processed by the Bill Payment Service. The Bill Payment Service has no obligation to research or resolve any claim resulting from an exception payment. All research and resolution for any misapplied, mis-posted or misdirected payments will be the sole responsibility of you and not of the Bill Payment Service. Bill Delivery and Presentment. This feature is for the presentment of electronic bills only and it is your responsibility to contact your Billers directly if you do not receive your statements. In addition, if you elect to activate one of the Bill Payment Service's electronic bill options, you also agree to the following: Information provided to the Biller - The Bill Payment Service is unable to update or change your personal information such as, but not limited to, name, address, phone numbers and addresses, with the electronic Biller. Any changes will need to be made by contacting the Biller directly. Additionally it is your responsibility to maintain all usernames and passwords for all electronic Biller sites. You also agree not to use someone else's information to gain unauthorized access to another person's bill. The Bill Payment Service may, at the request of the Biller, provide to the Biller your 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 you about Bill Payment Service and/or bill information. Activation - Upon activation of the electronic bill feature the Bill Payment Service may notify the Biller of your request to receive electronic billing information. The presentment of your 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 your statement(s) is at the sole discretion of the Biller. While your electronic bill feature is being activated it is your responsibility to keep your accounts current. Each electronic Biller reserves the right to accept or deny your request to receive electronic bills. Authorization to obtain bill data - Your activation of the electronic bill feature for a Biller shall be deemed by us to be your authorization for us to obtain bill data from the Biller on your behalf. For some Billers, you will be asked to provide us with your user name and password for that Biller. By providing us with such information, you authorize us to use the information to obtain your bill data. Notification - The Bill Payment Service will use its best efforts to present all of your electronic bills promptly. In addition to notification within the Bill Payment Service, the Bill Payment Service may send an notification to the address listed for your account. It is your sole responsibility to ensure that this information is accurate. In the event you do not receive notification, it is your responsibility to periodically logon to the Bill Payment Service and check on the delivery of new electronic bills. The time for notification may vary from Biller to Biller. You are responsible for ensuring timely payment of all bills. Cancellation of electronic bill notification - The electronic Biller reserves the right to cancel the presentment of electronic bills at any time. You may cancel electronic bill presentment at any time. The timeframe for cancellation of your 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 your electronic Biller(s) as to the change in status of your account and it is your sole responsibility to make arrangements for an alternative form of bill delivery. The Bill Payment Service will not be responsible for presenting any electronic bills that are already in process at the time of cancellation. Non-Delivery of electronic bill(s) - You agree to hold the Bill Payment Service harmless should the Biller fail to deliver your statement(s). You are responsible for ensuring timely payment of all bills. Copies of previously delivered bills must be requested from the Biller directly. Accuracy and dispute of electronic bill - The Bill Payment Service is not responsible for the accuracy of your electronic bill(s). The Bill Payment Service is only responsible for presenting the information we receive from the Biller. Any discrepancies or disputes regarding the accuracy of your electronic bill summary or detail must be addressed with the Biller directly. FM-EP-098 (03/15) Website Treasury Management 12

13 This Agreement does not alter your liability or obligations that currently exist between you and your Billers. Bill Payment Service Termination, Cancellation or Suspension. In the event you wish to cancel the Bill Payment Service, you may have the ability to do so through the product, or you may contact customer service via one of the following: 1. Telephone us at during customer service hours; and/or 2. Write us at: Rabobank, Online Banking P.O. Box 6010, Santa Maria, CA Any payment(s) the Bill Payment Service has already processed 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 your liability or obligations under this Agreement. Biller Limitation. The Bill Payment Service reserves the right to refuse to pay any Biller to whom you may direct a payment. The Bill Payment Service will notify you promptly if it decides to refuse to pay a Biller designated by you. This notification is not required if you attempt to make a prohibited payment or an exception payment under this Agreement. Returned Payments. In using the Bill Payment Service, you understand that Billers and/or the United States Postal Service may return payments to the Bill Payment Service for various reasons such as, but not limited to, Biller's forwarding address has expired; the Biller account number is not valid; the Biller is unable to locate the account; or the Biller s account is paid in full. The Bill Payment Service will use its best efforts to research and correct the returned payment and return it to your Biller, or void the payment and credit your Payment Account. You may receive notification from the Bill Payment Service. Information Authorization. Your enrollment in the Bill Payment Service may not be fulfilled if the Bill Payment Service cannot verify your identity or other necessary information. In order to verify ownership of the Payment Account(s) and/or an account from which all service fees will be automatically debited (the Billing Account ), the Bill Payment Service may issue offsetting debits and credits to the Payment Account(s) and/or Billing Account, and require confirmation of such from you. Through your enrollment in the Bill Payment Service, you agree that the Bill Payment Service reserves the right to request a review of your credit rating at its own expense through an authorized bureau. In addition, you agree that the Bill Payment Service reserves the right to obtain financial information regarding your account from a Biller or your financial institution (for example, to resolve payment posting problems or for verification). GENERAL PROVISIONS 12. Amendments. We may amend (add to, delete or change) the terms of this Agreement, the Service fees, and the User Guides by providing you with prior notice. We may amend our security procedures without prior notice if immediate changes are required for security reasons or the changes do not have a material effect on your use of the Services. 13. Arbitration. If a dispute involving more than $25,000 arises between you and us regarding this agreement or the Services provided, either party may request that the matter be submitted to an arbitration administered by the American Arbitration Association, in accordance with its commercial arbitration rules and Title 9 of the United States Code. The arbitration will take place in the State of California. The arbitrator shall be a retired judge or an attorney with a commercial banking expertise who has been licensed to practice law in the State of California for at least 15 years. The arbitrator will not have the power to alter the terms of this Agreement. Any award in the arbitration will be final and binding on the parties, and may be entered by any court of competent jurisdiction. You consent to the service of legal process, including without limitation demand for arbitration, by mail at the most recent address shown for you in our records. This section will not limit our right of offset, to interplead funds in the event of a dispute, to obtain provisional or ancillary remedies, to comply with legal process involving your account, or to exercise any security interest or lien that we may hold in property. FM-EP-098 (03/15) Website Treasury Management 13

14 14. Assignment. We may assign our rights and delegate our duties under this agreement to a company affiliated with us or to a third party. You may not assign any right or delegate any obligation under this Agreement without our prior written consent and any attempt to do so is null and void. 15. Audit and Inspection. The Bank reserves the right, with prior notice to you, to enter upon your premises from time to time during regular business hours to verify that your operations and procedures are in compliance with the terms of this Agreement. In connection with any such audit, you agree to furnish the Bank with any documentation or information as is reasonably necessary to establish your compliance with the terms of this Agreement. If it is determined by that Bank that additional procedures or controls need to be implemented by you, you agree to implement such procedures or controls within a reasonable period of time to be agreed upon by the parties. In connection with the Bank s entry on your premises for the purpose of conducting an on-site audit or inspection, or in connection with providing support to you, the Bank shall not be liable or responsible to you or any third party for any loss, bodily harm, property damage, claims of the introduction of a virus or other malicious code into your system, including any which allegedly delay, alter or corrupt your data, whether related to the transmission of data to the Bank or whether caused by the equipment, software, Internet service providers, Internet browsers, or other parties providing communication services to or from the Bank to you. 16. Bank Responsibilities; Liability; Limitations on Liability; Indemnity. (a) In the performance of the services required by this Agreement, the Bank shall be entitled to rely solely on the information, representations, and warranties provided by you pursuant to this Agreement, and shall not be responsible for the accuracy or completeness thereof. The Bank shall be responsible only for performing the services expressly provided for in this Agreement, and shall be liable only for its gross negligence or willful misconduct in performing those services. The Bank shall not be responsible for your acts or omissions (including, without limitation, the amount, accuracy, timeliness of transmittal or authorization of any Entry received from you) or those of any other person, including, without limitation, any Federal Reserve Bank, ACH Operator or transmission or communications facility, any Receiver or RDFI (including, without limitation, the return of an Entry by such Receiver or RDFI), and no such person shall be deemed the Bank s agent. (b) The Bank shall be liable only for your actual damages due to claims arising solely from the Bank s obligations to you with respect to Entries transmitted pursuant to this Agreement; in no event shall Bank be liable for any consequential, special, incidental, punitive or indirect loss or damage which you may incur or suffer in connection with this Agreement, whether or not the likelihood of such damages was known or contemplated by the Bank and regardless of the legal or equitable theory of liability which you may assert, including, without limitation, loss or damage from subsequent wrongful dishonor resulting from the Bank s acts or omissions pursuant to this Agreement. (c) Without limiting the generality of the foregoing provisions, the Bank shall be excused from failing to act or delays in acting if such failure or delay is caused by legal constraint, interruption of transmission or communication facilities, equipment failure, war, emergency conditions or other circumstances beyond Bank s control, including equipment failure or service interruption involving you or your place of business. In addition, the Bank shall be excused from failing to transmit or delays in transmitting an Entry if such transmittal would result in the Bank s having exceeded any limitation upon its intra-day net funds position established pursuant to present or future Federal Reserve guidelines or in the Bank s reasonable judgment otherwise would violate any provision of any present or future risk control program of the Federal Reserve or any rule or regulation of any other U.S. governmental regulatory authority. (d) Subject to the foregoing limitations, the Bank s liability for loss of interest resulting from its error or delays shall be calculated by using a rate equal to the average Federal Funds Rate at the Federal Reserve Bank of New York for the period involved. At the Bank s option, payment of such interest may be made by crediting the Account. YOU EXPRESSLY UNDERSTAND AND AGREE THAT: YOUR USE OF THE SERVICES PROVIDED BY THE BANK AND ALL INFORMATION, PRODUCTS AND OTHER CONTENT (INCLUDING THAT OF THIRD PARTIES) INCLUDED IN OR ACCESSIBLE FROM THE SERVICEs IS AT YOUR SOLE RISK. THE SERVICES ARE PROVIDED ON AN AS IS AND AS AVAILABLE BASIS. THE BANK AND ITS SERVICE PROVIDERS EXPRESSLY DISLAIM ALL WARRANTIES OF ANY KIND AS TO THE SERVICES AND ALL INFORMATION, PRODUCTS AND OTHER CONTENT (INCLUDING THAT OF THIRD PARTIES) INCLUDED IN OR ACCESSIBLE FROM THE SERVICES, WHETHER EXPRESS OR IMPLIED, FM-EP-098 (03/15) Website Treasury Management 14

15 INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. YOU UNDERSTAND THE BANK AND ITS SERVICE PROVIDERS ARE NOT MAKING ANY WARRANTY THAT (i) THE SERVICES WILL MEET YOUR REQUIREMENTS, (ii) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE, (iv) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICES WILL MEET YOUR EXPECTATIONS, OR (v) ANY ERRORS IN THE TECHNOLOGY WILL BE CORRECTED. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL. NO ADVISE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM LICENSEE OR ITS SERVICE PROVIDERS THROUGH OR FROM THE SERVICE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS. (e) You agree that the Bank (or any of its Service Providers) will not be liable for viruses, worms, trojan horses, or other similar harmful components that may enter your computer system or operating system of a similar device by downloading information, Software, or other materials from the Bank s access site. The Bank will not be responsible or liable for any indirect, incidental or consequential damages that may result from such harmful components. (f) This section also limits the liability of any agent, employee or affiliate of the Bank. Notwithstanding any other provision of the Agreement, the Bank s liability in connection with Entries or transfers subject to Division 11 of the California Commercial Code, governing fund transfers, will in no event exceed that requirement to be paid under Division Cooperation in Loss Recovery Efforts. In the event of any damages for which the Bank or you may be liable to each other or to a third party pursuant to the services provided under this Agreement, the Bank and you will undertake reasonable efforts to cooperate with each other, as permitted by applicable law, in performing loss recovery efforts and in connection with any actions that the relevant party may be obligated to defend or elects to pursue against a third party. 18. Cutoff Times and Business Days. The following cutoff times pertain to specific Online Banking Service transactions. All times in this Agreement refer to time in California. Transactions received after the cutoff time or on a day that is not a business day will be processed the following business day. The Bank s business days are Monday through Friday, excluding holidays. Services may occasionally be unavailable due to needed maintenance or system/network interruptions. Funds Transfers Bill Payments ACH Files Wire Transfers Stop Payments Real Time Processing. Commercial Online Banking Services: Transfers effected after 5:00 PM Pacific Time will be posted on the following business day. Business Online Banking Services: Transfers effected after 9:00 PM Pacific Time will be posted on the following business day. To ensure that payment is properly credited to your account prior to the payment due date; please allow at least four (4) business days from the date payment is submitted for your payment to reach your merchant or vendor. 3:30 PM Pacific Time. Settlement for ACH transactions is one (1) business day for debits and two (2) business days for credits. For Pre-funded ACH, finally collected funds must be available in the designated funding account 2 days prior to settlement date. 1:00 PM Pacific Time. Real Time Processing, but may be delays in acting on information. FM-EP-098 (03/15) Website Treasury Management 15

16 19. Electronic Mail/Internet. While access to the Bank through the Messaging function of the Services is "online," messages sent to us through that function and/or by may not be received or reviewed by us until later in the day or on the next business day. If immediate attention is required, you should contact us by telephone, in person, or through some other procedure not using the Services. messages will not serve as a substitute for any requirement imposed on you to provide us with "written" notice. We will have a reasonable time to act upon any electronic communication or request, and reserve the right to reject any transaction or request received through such means (e.g., a request to wire funds). You acknowledge that, even though electronic communications 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. Our service providers and 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. Please do not include any sensitive information about yourself or your accounts in that is not encrypted and sent through a secure system. 20. Entire Agreement. This Agreement supplements (and supersedes where inconsistent) the terms of your account agreement with us. Unless we provide otherwise in writing, they constitute (along with any related Service applications, setup forms, User Guides, and schedules) the entire agreement between you and us with respect to the Services. 21. Fees. You agree to pay us the fees we establish for each of the Services (see our related fee schedules for details). If your accounts with us are analyzed, you may be able to use your available earnings credit to offset certain Service charges. If your analyzed accounts contain funds belonging to third parties, you represent that your use of any related earnings credit is not limited by law, regulation or any agreement with such third parties, and that you have any required authorization by such third parties for such use. 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 Services, this Agreement, and/or 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. 22. Financial Statement. You agree to provide us with a current financial statement and other information regarding your financial condition upon our request. 23. Governing Law/Compliance. This Agreement will be governed by and construed in accordance with the laws of the State of California, without reference to its conflict of law provisions. You shall comply with all laws, rules, and regulations applicable to you, to your business and operations, and to the Services, including, without limitation, Regulation CC, the Uniform Commercial Code, the NACHA Operating Rules and Guidelines, and any rules established by third party networks through which transfers are processed pursuant to this Agreement. You shall have the responsibility to fulfill any compliance requirement or obligation that the Bank and/or you may have with respect to the Services under all applicable U.S. federal and state laws, regulations, rulings, including sanction laws administered by the Office of Foreign Assets Control, and other requirements relating to anti-money laundering, including but not limited to, the federal Bank Secrecy Act, the USA PATRIOT Act and any regulations of the U.S. Treasury Department to implement such Acts, as amended from time to time. Office of Foreign Assets Control (OFAC) requirements. Receivers of ACH transactions should be aware that from time to time, the Bank may need to temporarily suspend processing of a transaction for greater scrutiny or verification against the OFAC Specially Designated Nationals (SDN) list. This action may affect settlement and/or availability of the funds. Specific agreement relating to OFAC compliance: To maintain compliance with OFAC, you shall not initiate an ACH to or from, or act on behalf of, any blocked party subject to OFAC-enforced sanctions. A link to the current OFAC Specially Designated Nationals (SDN) list can be found on the Department of Treasury s website ( 23. How to Notify Us of an Unauthorized Payment or a Compromised Password. If you believe your Password or Security Token has been compromised, or that someone has transferred money or may transfer money from your account without your permission, call during regular business hours, or write: Rabobank N.A., Commercial Client Services, P.O. Box 6010, Santa Maria, CA FM-EP-098 (03/15) Website Treasury Management 16

17 25. Indemnification. You will, at all times, defend, indemnify and hold the Bank including its shareholders, officers, directors, employees, representatives, and agents, harmless from and against any and all liabilities, claims, demands, fines, causes of action, losses, damages, costs, expenses and attorneys fees, settlements, judgments, or recoveries arising out of or relating to; (i) a breach of any representation or warranty of this Agreement; (ii) any Entry or funds transfer data or Entry delivered or authorized by you, or any Entry or funds transfer data the authenticity of which was verified pursuant to the Security Procedures; (iii) any claim that the Bank is responsible for any act or omission of you or any third party pertaining directly or indirectly to this Agreement, including but not limited to the delay or failure of you to initiate any Entry or funds transfer, or of a financial institution to debit or credit the amount of an Entry or funds transfer; (iv) your failure, or the failure of anyone acting on your behalf, to comply with the requirements of the NACHA Rules or other rule or regulation; (v) any act or omission by the Bank which is based upon Entry data or other information supplied to the Bank by you, or (vi) the Bank s performance or failure to perform hereunder, provided that the Bank acted in good faith and without gross negligence or willful misconduct. 26. Information Processing and Reporting. We offer a number of Services that require us to receive process and report information involving your accounts and transactions. You will generally be able to use Services seven days a week, 24 hours a day. We may, on a regular basis, perform maintenance on our equipment or system, which may result in interrupted service or errors in a Service. We also may need to change the scope of our Services from time to time. We will attempt to provide prior notice of such interruptions and changes but cannot guarantee that such notice will be provided. We reserve the right to terminate or to discontinue support of any equipment or related software without prior written notice. In the event any Service is unavailable to you, you acknowledge that it will be your responsibility to make alternate arrangements to have the transactions completed, which may include, but is not limited to, providing your transaction request directly to an appropriate branch or office of the Bank. We will not be responsible for determining the accuracy, timeliness or completeness of any information that you, your agents 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 this Agreement. Unless otherwise agreed in writing, 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. 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. 27. Tapes and Records. All magnetic tapes, Entries, security procedures and related records used by the Bank for transactions contemplated by this Agreement shall be and remain the Bank s property. The Bank may, at its sole discretion, make available such information upon your request. Any expenses incurred by the Bank in making such information available to you shall be paid by you. 28. Notices. You agree to notify us immediately if you discover: (a) any error or discrepancy between your records and the information we provide to you about your accounts or transactions (e.g., in a statement, confirmation, or electronic report); (b) unauthorized transactions involving any account; (c) a breach in the confidentiality of any Password; or (d) other problems related to the Services. You must send us a written notice of any discrepancy or other problem, including a statement of the relevant facts, within a reasonable time (not to exceed 15 days from the date you first discover the problem or receive information reflecting the problem, whichever occurs first). If you fail to notify us within fifteen (15) days, you agree that, in addition to any other limitations on our liability: (a) in the case of an erroneous funds transfer, you will be liable for all losses up to the amount thereof (as well as any loss of interest), which result from your failure to give us such notice or which might have been prevented by your giving us such notice; and (b) in the case of an unauthorized funds transfer, we will not be liable for any loss of interest which results from your failure to give us such notice or which might have been prevented by your giving us such notice. If you have instructed us to hold mail, your periodic statements will be deemed delivered to you when they are first made available to you. You agree to provide us with at least thirty (30) days advance notice of: (a) any material (20% or greater) change in your ownership; (b) any material change in the type, scope or nature of your business; or (c) any anticipated (20% or greater) increase in the amount or volume of your automated clearing house transactions over the preceding calendar quarter (if applicable). Unless otherwise agreed, notices required by this Agreement must be in writing. Notices to you may be mailed or sent to you at the statement, or mailing address shown for you in our deposit or Service records, or by posting the notice through the Online Banking system. You agree to provide us with advance notice of any change in your address or address. Notices to us must be sent to Rabobank, N.A., FM-EP-098 (03/15) Website Treasury Management 17

18 Commercial Client Services, P.O. Box 6010, Santa Maria, CA or to the address shown on your account statement. You agree on behalf of yourself, your employees and agents that we may monitor and record your telephone and electronic communications in connection with the Services at any time, without further notice to you or any party to the communication. 29. Records. You will retain and provide to us, upon request, all information necessary to remake or reconstruct any transaction, transmission, file or entry until ten business days following receipt by us of the transaction document, tape, file, entry, transmission, or other order affecting an account. 30. Reliance on Third Parties. Our ability to provide certain Services is dependent upon our ability to obtain or provide access to third party vendors and networks. In the event any third party 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 a different party. In such situations, we will have no liability for the delay or unavailability of access. We will not be responsible for any services you receive from third party vendors. 31. Security Interest. You grant us a security interest in your accounts with us (other than fiduciary accounts maintained for the benefit of others) to secure the repayment of any overdraft or other obligation that you incur under this Agreement. 32. Termination. Either party may terminate this Agreement as to some or all of the Services, with or without cause, by giving thirty (30) days prior notice to the other party. We may suspend or terminate any Service or this Agreement immediately and without prior notice if: (a) you breach any agreement with us; (b) the confidentiality of your Password is compromised; (c) we have reason to believe that an unauthorized transaction has taken or may take place involving any of your accounts or any of the Services; (d) you become insolvent or the subject of a bankruptcy, receivership, or dissolution proceeding; (e) we are uncertain as to any person's authority to give us instructions regarding your accounts or the Services; or (f) we believe you have breached your obligations under the Rules. The termination of this Agreement will not affect the rights or obligations of the parties that arise prior to termination (e.g., the indemnification and record retention requirements). 33. Third Parties. This Agreement is made for the exclusive benefit of you and us. No third party has any rights under this Agreement. Unless you have our prior written consent, you may not use the Services to process transactions for third parties or permit others to initiate Service transactions on your behalf. 34. Validity/Waivers/Overdrafts. If any provision of this Agreement is found to be void or invalid, the remainder of this Agreement will remain in full force and effect. Any waiver by us must be in writing to be effective. Our waiver of any right will not be deemed a waiver of other rights or of the same right at another time. Our practice of allowing overdrafts will not obligate us to continue the practice at a later date. We may discontinue permitting overdrafts at any time and without prior notice. 35. Severability. If any provision herein, or part thereof, is held to be invalid, illegal or unenforceable, the remainder of the Agreement, or other parts or applications of such provisions, shall not be affected thereby. * * * Rabobank, N.A. By: Name: Title: Date: Customer: By: Name: Title: Date: FM-EP-098 (03/15) Website Treasury Management 18