Online Banking Agreement

Online Banking Agreement I. Introduction This Online Banking Agreement (this Agreement ) is entered into by you and Lewiston State Bank ( us or Bank ) and governs (together with any other online banking agreements between you and Bank) your use of Bank s online banking services ( Online Banking ). You may use Online Banking to access accounts that are eligible for Online Banking and other services as may be permitted by Bank (the Services ). In the event you have executed other Online Banking agreements, the terms of those other agreements are incorporated herein by reference. In the event of a conflict between this Agreement and any other Online Banking agreement, the other Online Banking agreements shall govern. Your use of Bank s Online Banking constitutes acceptance of and agreement with this Agreement and an affirmation of all other Online Banking agreements in favor of Bank. II. Enrollment You have asked to be allowed to enter Online Banking so that you may access your accounts that are eligible for Online Banking and access the Services. Persons entering Online Banking for you must also accept any terms of use for Online Banking required by Bank. Finally, before you are able to use Online Banking or Service, you (and, if applicable, others using Online Banking or a Service for you) must sign or accept any additional applications, agreements, instruments, rules, standards, policies, instructions, and other documents and forms required to use Online Banking or that Service. By using Online Banking, you agree to be bound by the terms of this Agreement. You agree to use Online Banking only as provided in (a) this Agreement (and all other Online Banking agreements), (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. You may access an eligible account at the Bank's website through www.ls-bank.com to obtain balances, transaction history and other information. To access an eligible account or use a Service you must have a User Name (also called Online Banking ID or Personal ID), a password, and the required hardware and software. By applying for a User Name, you certify to us that (i) you have given us your correct and valid tax identification number, and (ii) you are the owner (or a Bank-documented, legally authorized representative of the owner) of the eligible accounts. Subject to the terms of this Agreement, you will generally be able to access your eligible accounts through the Website seven days a week, twenty-four hours a day. At certain times, Online Banking may not be available due to system maintenance or circumstances beyond our control. During these times, you may use one of the following options as they are available to obtain information about your eligible accounts: telephone banking at 435-258-3700 or 866-585-3700 and customer service at 800-233-6510. III. ID Codes and Passwords You will be able to use Online Banking and the Services through a User Name, Online Banking ID or Personal ID, and a password. It is your sole responsibility to ensure that the names, ID codes, passwords, and other identifiers are known to, and used only by you and, if applicable, 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 v20110524 1

others, even if we take certain actions from time to time to do so. You agree to change your password on a regular basis. You agree to change your temporary password promptly after you are given access to the Services for the first time and whenever anyone who has had access is no longer authorized by you to use the Services. The Bank may require you to change your password at any time. We may deny access to the Services without prior notice if we are unable to confirm (to our satisfaction) your or any other person s authority to access the Services or if we believe such action is necessary for security reasons. 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 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 your password or security codes or is otherwise processed by us in accordance with our security procedures. FAILURE TO PROTECT USER NAMES, ID CODES, PASSWORDS, OR MULTI-FACTOR AUTHENTICATIONS MAY ALLOW AN UNAUTHORIZED PARTY TO (1) WITHDRAW OR TRANSFER FUNDS, (2) 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 USER NAME, 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 USER NAMES, 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, not keeping, in any form or in any place, lists of User names, ID codes, passwords, or other authentications. You agree to notify Bank immediately when you become aware of any loss or theft of, or any unauthorized use of, any User name, 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. 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 this Agreement, unless we advise you otherwise. YOU AGREE TO FOLLOW THE PROCEDURES, INSTRUCTIONS AND CONDITIONS FOR THE USE OF THE SERVICES CONTAINED IN THIS AGREEMENT AND ANY OTHER AGREEMENT REGARDING ONLINE BANK THAT YOU HAVE SIGNED, 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. A. Description of the Bill Pay Service. V. Bill Pay Service V20140915 2

Bill Pay Service allows you to schedule payments through Online Banking. You can arrange, at your option, for the payment of your current, future and recurring obligations from a checking account (the "Bill Pay Account"). There is no limit to the number of payments that may be authorized. However, only one one-time payment and one recurring payment may be sent to each payee on the same day. You may pay anyone approved by the Bank for payment through the Bill Pay Service. However, we are unable to process any payments to federal, state, or local tax agencies. By furnishing us with the names of your payees and their addresses, you authorize us to follow the payment instructions to these payees that you provide us via Online Banking. The date the payment is to be sent is called the "Payment Date." When we receive a payment instruction (for the current or a future date), we will send a payment to the payee on your behalf from the funds in your Bill Pay Account on the Payment Date. We will not be obligated to make a payment unless your Bill Pay Account or linked overdraft protection account has sufficient collected funds or credit availability to make the payment on the Payment Date. Funds for all payments (whether we make these payments electronically or by check) will be initiated on the scheduled Payment Date. Electronic payments immediately withdraw funds from your Bill Pay Account, but check payments are paid when the check is presented against the sufficiently funded Bill Pay Account. B. No Duty to Monitor Payments. We do not have any duty to monitor the payments that are made through the Bill Pay Service. C. Stop or Change Instructions. You have the right to stop or change any scheduled payment before the payment is processed. For stop payment requests initiated after processing, you may initiate a stop payment request through Online Banking or by contacting the Bank. Payments remitted electronically cannot be stopped. If you ask us to cancel a payment after it is issued and we agree to do so, then a stop payment fee will be assessed. D. Scheduling Payments. There will be a delay between the Payment Date (the date your payment is sent) and the date the payee receives that payment. Any payments made through the Bill Pay Service require sufficient time for your payee to receive your payment and credit your account properly. To avoid incurring a finance or other charge, you must schedule a payment sufficiently in advance of the due date of your payment. When you schedule payments, YOU MUST SCHEDULE THE PAYMENT AT LEAST 7 FULL BUSINESS DAYS PRIOR TO THE DATE THE PAYMENT IS DUE AT YOUR PAYEE FOR CHECK PAYMENTS AND 3 FULL BUSINESS DAYS FOR ELECTRONIC PAYMENTS. For such scheduling purposes, your first business day is the business day after your scheduled payment date. Payments must be scheduled before 11 a.m. (Mountain Time) to be effective the same business day. E. Bank Errors. If the Bank does not properly complete a payment on time or in the correct amount, we will pay any late fees or finance charges up to $50.00 that you reasonably incurred as a result as long as your account was in good standing with the payee prior to this incident. We will also be liable to you if we fail to stop a payment pursuant to your order to do so, so long as your order describes the payment with reasonable certainty and is received at a time and in a manner that affords us a reasonable opportunity to act on it before the payment is sent. Except as stated in this Agreement, any stop payment provisions of the agreement otherwise governing your eligible account that is applicable to checks will also apply to the Bill Pay Service. We will not be responsible for any charges imposed or any other action taken by a payee resulting from a payment that you have not scheduled properly, including any applicable finance charges and late fees. In addition, we will not be liable if any third party through whom any payment is to be made fails to properly transmit the payment to the intended payee. We will also not be liable if: (i) there are insufficient available funds or credit availability in your Bill Pay Account; (ii) if a legal order directs us to prohibit withdrawals from the Bill Pay Account; (iii) if the Bill Pay Account is closed or frozen; or V20140915 3

(iv) if any part of the electronic funds transfer system is not working properly. We will not be liable for indirect, special, or consequential damages arising out of the use of the Bill Pay Service. F. Bill Pay Accounts Accessible by More than One Person. If a Bill Pay Account is owned by more than one person or is accessible by one or more authorized representatives, each such owner or authorized representative may individually enroll in the Bill Pay Service (each such person is referred to as an "enrolled person"). Each enrolled person needs a unique Online Banking User Name and Password. The terms of this Agreement will apply to each enrolled person. Each enrolled person may choose to share the same payee list. Any enrolled person may terminate his or her enrollment in the Bill Pay Service without affecting the Bill Pay Service of any other person using that Bill Pay Account. Any enrolled person may also terminate the Bill Pay Service for the Bill Pay Account, which will terminate the Bill Pay Service of all enrolled persons tied to that Bill Pay Account. G. Termination of Bill Pay Service. If you have the Bill Pay Service and do not schedule or process a payment in your Payment Account via the Bill Pay Service for any three-month period, the Bank may terminate your Bill Pay Service. Additionally, if you close your current Bill Pay Account, you must notify us and designate a new deposit account that will be your Bill Pay Account within 30 days or the Bank may terminate your Bill Pay Service. If the Bank terminates your Bill Pay Service, your online payment information will be lost. If you decide to terminate the Bill Pay Service, we strongly suggest that you cancel all future payments at the same time that you cancel your Bill Pay Service, either by deleting those payments yourself using the Bill Pay Service or by calling Customer Service at 800-233-6510. This will ensure that future payments made by you will not be duplicated. We will automatically delete all outstanding payment orders (all individual payments and all recurring payments) once we have been notified that your Bill Pay Service has been terminated. Termination of the Bill Pay Service will not automatically close your eligible accounts. VI. 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 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 hardware or software that you use in connection with the Services, even if we have previously approved their use. Bank will not be your agent, advisor or fiduciary with respect to this Agreement, Online Banking, 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 OR ANY OF THE SERVICES, OR ANY COMPUTER PROGRAMS 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 THIS 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 this Agreement all such materials must be returned to us upon request. V20140915 4

VII. Accounts You will need to designate in this 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 designate 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 you 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 you in every respect. In that regard, this 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. VIII. 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. 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 your 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, this 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. IX. 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 800-233-6510 for loan and deposit information. A. Information You Provide to Us X. 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 V20140915 5

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 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. You assume the sole responsibility for providing us with complete and accurate information in the form and format that we require (e.g., Bill Pay). We are not responsible for confirming such information, or for monitoring or refusing to process duplicate instructions by you or your agents. 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 in transfer and payment instructions. If you describe any beneficiary or institution 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 or entity different from the named beneficiary or institution. 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, you agree to review and verify all results and to maintain adequate controls for insuring both the accuracy of data transmissions and the detection of errors. Unless otherwise required by law, 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 this 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. Email and Internet If you send us e-mail, we may not receive or review it immediately. We will have a reasonable time to act upon any e-mail request or notice, and reserve the right to reject any transaction or request received by e-mail. You acknowledge that, even though e-mail 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 e-mail. 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. 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; V20140915 6

4) you will not transmit any information which is defamatory, abusive, or which may give rise to civil liability; 5) we may monitor your e-mail 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. XI. 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 thirdparty vendors. XII. Your Duty to Detect Errors and Discrepancies The Bank shall provide you with certain notices and periodic statements of accounts maintained at the Bank. You 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 you fail to notify Bank within 30 days of receipt of notice or statement, You are precluded from asserting, on any grounds or for any reason, that the Bank is not entitled to debit your account or retain payment for any wire transfer; or that you are entitled to compensating interest. The maximum number of days for which the Bank will be liable for lost interest under this agreement shall be 30 days calculated at the average Fed Funds Rate at the Federal Reserve Bank for the period involved. XIII. Laws and Regulations May Supersede this Agreement This 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, this Agreement shall govern to the extent permitted by such applicable law. XIV. Other General Provisions We may terminate this Agreement and/or your access to Online Banking or any Service through Online Banking, in whole or in part, at any time. Such access may be may be reinstated by us, at our discretion, at any time. If reinstated, the then current terms of this Agreement will control. If you do not access an eligible account via Online Banking for any six-month period, we may put a hold on the eligible account. If there is no access during the following month, we may delete the eligible account from Online Banking. If you wish to cancel any of your access to Online Banking or any Services, contact the Bank at or send us cancellation instruction. 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 e-mail 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. The circumstances under which we will disclose information about you, your eligible accounts, or your Online Banking is set forth in the information that has been separately disclosed to you in the contracts, notices, and disclosures that have been separately provided to you and in accordance with our privacy policy disclosed at our Website. We will allow you access through the Website to our systems solely for the purpose of Online Banking and you agree that you will not access our systems for any other purposes. You agree not to access our Website or systems for any illegal, immoral or unethical purposes, including denying access to others, circumventing our security measures or attempting to improperly access or alter any data stored on our systems. V20140915 7

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 this 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 this Agreement or the Service documentation, you understand and agree that Bank will not be obligated to permit you 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 shall not be deemed to have waived any of its rights or powers under this 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 this Agreement shall impair the rights or powers of Bank under this Agreement. Bank may amend this Agreement or add to this Agreement at any time upon written notice to you. You will be deemed to have accepted an amendment of, or an addition to, this 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. We may assign or delegate certain of our rights and responsibilities under this Agreement to independent contractors or other third parties. Your rights, duties and obligations under this Agreement may not be assigned by you without the prior written consent of Bank. Your rights and obligations and the rights and obligations of Bank under or in connection with this Agreement will be governed by and be subject to the laws of the State of Utah. If any provision of this 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 this Agreement in all jurisdictions, shall not in any way be affected or impaired. This Agreement and all other Online Banking agreements signed by you in favor of Bank set forth the entire and only agreement between you and Bank with respect to your use of the Online Banking. With respect to the subject matter of this Agreement, 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 this Agreement between you and Bank are superseded by this Agreement. V20140915 8