TAILORED
TREASURY SYSTEM
TERMS & CONDITIONS

 Effective Date: October 13, 2025

INTERNATIONAL FINANCE BANK
TAILORED TREASURY SYSTEM TERMS & CONDITIONS

The International Finance Bank Tailored Treasury System (“TTS”) Terms & Conditions describes your rights and obligations as a user of International Finance Bank’s (hereinafter, “we”, “our”, “us” “Bank” or “IFB”) online Services, as described below and each of such Services’ terms and conditions or terms of use shall hereinafter collectively be referred to as the “Agreement”. The words “you”, “your” or “client” refer to each person or entity in whose name an Eligible Account is held or who has authority to operate / transact (e.g., authorized signer) on the Eligible Account, as well as any permitted Users or successor in interest to the Eligible Account.  

Please read this Agreement carefully. By selecting “I Agree” when entering into the TTS platform or the Mobile App, or by using any of the Services or authorizing a person or any User to use the Service on your behalf, you agree to the terms and conditions of this entire Agreement. You further agree that this Agreement and any selected / used Services’ terms and conditions are agreed to and entered into by electronic / digital means, as provided in Section 1,

E-SIGN ACCEPTANCE AND CONSENT TO USE ELECTRONIC SIGNATURES, below. This Agreement shall apply regardless of the means by which the Services are accessed, including, but not limited to, access through our Website (IFBbank.com), a Wireless Device, Mobile Banking, or any other means. Capitalized terms shall have the meaning ascribed in Section 2, unless provided in the applicable Services Section of this Agreement.

1. E-SIGN DISCLOSURE AND CONSENT TO USE ELECTRONIC SIGNATURES

This E-Sign Disclosure and Consent to Use Electronic Signatures (hereinafter the “E-Sign Disclosure and Consent”) allows us to provide you with electronic versions of important notices, statements, account disclosures, and documents associated with your Eligible Account and related Services. Most of the Bank’s Eligible Accounts are eDisclosure / e-Statements accounts, meaning the accounts must be linked to TTS or the Mobile Banking App. As a result, we require the use of electronically signed documents and the acceptance of this Agreement electronically. This Section of the Agreement applies to all Services. Unless your Eligible Account type permits paper delivery, which is addressed below, you must consent to providing electronic signatures and receiving electronic communication by agreeing to the terms outlined below:

1. Delivery of Eligible Account Statements, Disclosures, and Notices. Unless you elect paper statements, which some Eligible Account types do not permit paper statements (please check the product guide or discuss with your relationship manager), you will receive statements, disclosures, and notices electronically. In the event you select paper statements (again subject to availability, check the product guide), there will be an associated cost which you will find in the Schedule of Fees and you will receive said paper copies of your Eligible Account(s) Statements, disclosures, and notices via US Mail. See Section of this Agreement titled ONLINE STATEMENTS for more information about paperless statements, notices, and other disclosure delivered electronically.
2. The scope of this consent applies to current and future transactions. Your consent will apply to all current and future inquiries and transactions relating to the Services and any Eligible Accounts you may establish with us as well as their use of the Services.
3. Withdrawing consent. (1) You may withdraw your consent provided here to access TTS / Mobile App or use the Services by clicking the “Cancel” at initial or any other requested approval of the Agreement or a Service specific terms and conditions or other requested button upon log in, as a result you will not be allowed to enter TTS / Mobile App or (2) if the Eligible Account permits you may withdraw from e-Disclosure / e-Statements (i.e., paper statements) and your disclosures, statements, and notices will be delivered via paper. Please see the Schedule of Fees, as there may be a fee associated with paper statements. You may withdraw the consent for online statements via TTS or by contacting us as provided for in the Section 3, paragraph titled Errors, Disputes, and Questions.
4. Consequences of withdrawing consent. If you choose to withdraw your consent provided herein, your consent will become effective once we have had a reasonable amount of time to make the appropriate changes to honor your request. At that time, your access to TTS or use of the Mobile Banking App or delivery of paper statement, disclosures, and notices, as applicable, shall be terminated.
5. Keeping your email current with us. We require a valid and current email address to deliver electronic communications to you and accept electronic signatures from you.
6. Technical requirements. See Section 3, paragraph titled System Requirements for the minimum requirements.
7. E-Sign Acceptance. By checking and reading the TTS Terms & Conditions and clicking “Continue” to complete the sign-up process, you acknowledge and agree to the following:

• Electronic Signature Agreement. You are electronically signing and agreeing to be bound by the Agreement. You agree your electronic signature is the legal equivalent of your manual signature with ink on a paper version with respect to any and all documents selected and/or Services used/accessed, including the applicable terms and conditions or terms of use, applicable thereto. You consent to be legally bound by the terms of the Agreement. You further agree that your use of a keypad, mouse or other device to select an item, button, icon or similar act/action, or to otherwise provide us instructions via TTS, or in accessing, selecting, or making any transaction regarding any of the selected Services is your acknowledgement and constitutes your signature (hereafter referred to as “E-Signature”), acceptance, and agreement, as if actually signed by you in writing. You also agree that no certification authority or other third party verification is necessary to validate your E-Signature and that the lack of such certification or third party verification will not in any way affect the enforceability of your E-Signature or any resulting contract / agreement between you and us. You also represent that you are authorized to enter into the Agreement and that the Administrator and all Users added by the Administrator are authorized to access any of your Eligible Account(s) and that such persons will be bound by the terms of this Agreement. You further agree that each use of your E- Signature in obtaining a Service(s), Eligible Account(s), or other service constitutes your agreement to be bound by the then applicable Service terms and conditions, terms of use and this Agreement (as applicable), as they exist on the date of your E-Signature, and as may be amended from time to time, as provided for herein. Lastly, the parties agree that to the extent not covered by this Section, Florida statutes relating to Electronic Commerce (Chapter 668) or the Electronic Signatures in Global and National Commerce Act (15 USCS §§ 7001 et seq.), as may be amended from time to time or any successor legislation, shall apply to the conduct describe and agreed upon herein.
• You have read and understand the terms in this E-SIGN Disclosure and Consent to Use Electronic Signatures •         Your hardware and software meet the minimum System Requirements (see Section 3) 
• You can print on paper the statements and disclosures, or save, or send any of these documents to a place where you can print them, for future reference and access.

2. DEFINITIONS

The definitions contained below apply throughout the Agreement. Each Section of this Agreement may contain specific definitions applicable therein only.  

1. “Access Device” means the device that you are using to log into the Services or electronically access your Eligible Account (e.g., computer or Wireless Device).
2. “ACH” means the Automated Clearing House system.
3. “Administrator(s)” means the designated administrator(s) by the Client for TTS, and all related Systems and Services, as applicable.  The Administrator is deemed a User of the Systems and Services and if granted “Super User” status shall have use of all Services in the System.  The Administrator has the authority to grant Users any rights and access to any System or Service offered through TTS; therefore, all rights and privileges to use and transact debits/credits through the Services and all other Services authorized by the Client through TTS under this Agreement are granted by the Administrator(s).  Client may designate more than one Administrator.
4. “Applicable Law” means all federal and state laws, treaties, rules, regulations, regulatory guidance, determinations of (or agreements with) an arbitrator or governmental authority and mandatory written direction from (or agreements with) any arbitrator or governmental authority, including, without limitation, the GrammLeach-Bliley Act of 1999, the Bank Secrecy Act, Fair Credit Reporting Act, Electronic Funds Transfer Act, Truth in Lending Act, any and all sanctions or regulations enforced by the United States Department of Treasury’s Office of Foreign Assets Control, USA PATRIOT ACT of 2001, Check Clearing for the 21st Century Act, Funds Availability Act, Uniform Commercial Code, and statutes or regulations or case law of any state relating to transfer of funds, or otherwise applicable to any of the parties, the Services, or the Systems, as the same may be amended and in effect from time to time.
5. “Bank Information” means all user guides, manuals, data Software, information links in applicable Services, processes and other information provided to the Client in connection with any System or Service provided and all fee and pricing information.
6. “Biometric Authentication” means the form of authentication used as a Security Procedure that relies on unique biological traits like fingerprints, facial features, voice or iris patterns to verify identity.
7. “Business Day” means any calendar day on which the Bank is open to the public for carrying on substantially all of its business and that the Federal Reserve of the United States of America transacts business, excluding Saturdays, Sundays, legal holidays, or days the Bank is closed due to declaration by any Florida or federal bank regulator.
8. “Consumer” means a natural person and when the context so requires that natural person using an Eligible Account for primarily personal, family or household purposes.
9. “Check” means a draft, payable on demand and drawn on or payable through or at an office of a U.S. bank, that is handled for forward collection, and includes a money order, official check, tellers check, and traveler’s check or any similar item; and does not include a non-cash item payable in a medium other than United States dollars.  
10. “Check 21 Act” means Check Clearing for the 21st Century Act.
11. “client(s)” means the individual(s) (natural person) or legal entity(ies) that entered into this Agreement with the Bank (i.e., a Bank Client) or a client of our client.
12. “Collected Funds” means funds for which the payor bank / financial institution (drawee’s bank) has debited their account holder and made payment on any such item to us.  
13. “Company ID” an alpha numeric number (a) provided by the Bank to the Administrator, (b) that the Administrator establishes for each User added to the Client’s TTS, and (c) those established for any individual owner of an Eligible Account(s).
14. “Cut-Off Time” means the designated time for which a Service requires submission of a transaction or process to be completed and submitted as of that Business Day, otherwise the transaction or process takes place on the next Business Day.  Cut-Off Times are available within the applicable Service or the System, the Bank’s Website or by calling your relationship manager.
15. “Designated Users” or “Users” means users designated by the Client’s Administrator(s) or individual owners or authorized users of an Eligible Account who use the Services, as applicable.  The Administrator(s) is deemed a User.
16. “ECCHO” means Electronic Check Clearing House Organization.
17. “Entry” or “Entries” means debit or credit entry(ies) of any kind (e.g., ACH, wire transfer, etc.) and ACH prenotification entry(ies).
18. “EFTA” means Electronic Funds Transfer Act.
19. “Eligible Account(s)” Each Bank product that you own or have applied for that is accessible through our TTS. Eligible Accounts include deposit accounts, eligible loan types, credit cards, lines of credit, investment products, securities accounts, brokerage accounts, rewards accounts, and other products or accounts you have with us. Eligible Accounts in the case of a TPS, include the TPS’ client’s deposit account(s), and/or eligible loan accounts with the Bank that are linked to TTS (i.e., any System or Service). At the Client’s sole discretion, it may add personal Eligible Account(s) to its TTS profile.  The Client herein acknowledges and agrees that any such personal Eligible Account(s) added to its profile shall be subject to all terms of the Agreement and any applicable System or Service terms and conditions as set out in the applicable Section of the Agreement.  The Client herein certifies that any such personal Eligible Account(s) added to their profile is one wherein the Client or its principle(s), officer(s), or director(s) are fully authorized to transact on.  When the Client is a TPS, as defined below, the deposit account(s) may belong to their client(s).  In such instances, TPS shall provide the Bank written authorization from its client(s) in connection with TPS using the Services and/or Systems to debit or credit client(s)’ deposit account(s).
20. “IAT” means an international ACH Entry.
21. “Item” in this Agreement may be used in reference to or in connection with a check, draft, wire transfer, Payment Order, ACH, internal/external transfer, return, credit, debit, and/or any other form of transaction or entry as may apply contextually.  
22. “Jack Henry & Associates, Inc.” or “JH” means the third-party service provider used by IFB who is the owner of a System used to deliver many of the Services.
23. “MICR” means magnetic ink capture recognition.
24. “Mobile Banking App” means IFB’s mobile banking application that can be downloaded at the Apple Store or Google Play and used on a Wireless Device.
25. “NACHA” means National Automated Clearing House Association.
26. “Next Day” means the Business Day following the date an Entry was initiated.
27. “ODFI” means Originating Depository Financial Institution. bb. “OFAC” means United States Department of Treasury’s Office of Foreign Assets Control.

29. “One Time Security Code” or “Security Code” or “OTSC” means a unique random set of numbers delivered to you via text or voice/voicemail that is used to authenticate the Administrator or a Designated User at login (i.e., serve as one of the Security Procedures for TTS or the Mobile Banking App) and/or serve as Security Procedure to verify / approve a transaction, including but not limited to a  wire transfer / Payment Order, an ACH transaction, Bill Pay, or any other payment or transfer via TTS or the Mobile Banking App.
30. “Online Statements” means periodic Eligible Account statements, Eligible Account analysis statements or any other form of statements provided by the Bank through TTS or any other delivery method.
31. “Password” is (1) the Bank’s grant to the Administrator of a temporary code at inception of TTS, (2) the Administrator’s grant of temporary codes for each new User authorized by the Administrator, and (3) any Eligible Account owner’s self-established password.  The Password granted by the Administrator to a User is temporary and it is used in the process of initiating a User’s login credentials, including method of verification which includes (a) voice or text; (b) authenticator app (VIP Access or other as required by the Bank); and (c) FIDO security key.    
32. “Payee” or collectively, “Payees” means a Client designated payee (company or person to pay) through the Bill Pay Service.
33. “Payment Due Date” means the date reflected on a statement, invoice, or agreement of a Payee on which a bill to such Payee is due.  
34. “Payment Order” means the Bank shall be deemed to have accepted the Client’s wire transfer instructions when it executes such wire transfer by issuing a payment order intended to carry out the wire transfer instructions received by the Bank.
35. “Permissible Loan” means a Bank loan that can be linked to TTS.
36. “PDF” means a file format that provides an electronic image of text or text and graphics that looks like a printed document and can be viewed, printed, and electronically transmitted.
37. “RDFI” means Receiving Depository Financial Institution. ll. “Rules” means Operating Rules and Guidelines of NACHA, as amended from time to time.

39. “Same Day ACH” or “Same Day ACH Processing” means the Service which allows the Client to originate ACH Entries from designated Eligible Account(s) to be processed on the same Business Day in which it was originated, subject to processing requirements as set forth in the Section titled ACH SERVICES and the Rules.  
40. “SDN” means a person or entity listed on the United States Department of Treasury’s OFAC list of Specifically Designated National(s).
41. “Secure FTP ACH” means the processing of ACH file submitted by the Client to the Bank via a Secure FTP Service Provider.
42. “Secure FTP Positive Pay” means the processing of Positive Pay file submitted by the Client to the Bank via a Secure FTP Service Provider.
43. “Secure FTP Service Provider” means the Client and the Bank agreed upon provider of file transfer protocol (“FTP”) services that uses either or both secured socket layer certificates “SSL Certificate” or secure shell key (“SSH Key”) in order to enable secure file access and use the applicable Service.
44. “Secure FTP Wire” means a Payment Order request submitted by the Client to the Bank via a Secure FTP Service Provider.
45. “Schedule of Fees” means either the Schedule of Fees as may be updated from time to time by IFB or any client specific fees as agreed upon by the Client and the Bank in writing, and which fees shall apply to your use of the Systems or Services, as applicable.
46. “SEC” or “SEC code” means Standard Entry Class Code.
47. “Security Procedures” means a procedure established by agreement between the Client and the Bank for the purpose of logging into TTS and the Mobile Banking App, as well as for verifying: (a) a Payment Order / wire transfer, (b) ACH debit or credit Entries, (c) Bill Pay or any other transaction or transfer in connection with an applicable Service(s). The security procedures require the use of Valid Codes, either individually or collectively, or any combination thereof.  The agreed upon security procedures for TTS and the Mobile Banking App are contained within Section 3, paragraph titled SECURITY PROCEDURES FOR SYSTEMS & SERVICES. 
48. “Service(s)” means the services described in this Agreement and any additional services provided through TTS, the System or the Mobile Banking App.  The Bank reserves the right, at its discretion, to add new, modify, or discontinue any of the service(s), or any feature thereof, including which Eligible Account(s) types (e.g., personal accounts, loans, etc.) can be used/accessed through TTS, System or the Mobile Banking App.
49. “Software” means all programs, Websites, portals, Mobile Banking App, software and data files provided by the Bank to the Client for use on a Wireless Device in connection with one or more Systems or Services.
50. “Soft Token” means security code in the form of random numbers delivered via an application which can be downloaded from the Apple App Store or the Google Play Store and linked to TTS for multifactor authentication used as an integral part of the agreed upon Security Procedures for (a) login to TTS / Mobile Banking App and (b) to verify transactions (e.g., ACH, wire transfers, Bill Pay, etc.).  The Soft Token code is delivered to the User’s Wireless Device.
51. “SMS” means short message service (or text message) that can be two-way, from us to you and from you to us, that operates via a capable Wireless Device that is registered on a carrier network.
52. “System” means the combination of hardware, Software, and Websites provided directly by IFB or through IFB’s third-party providers, that enables the Client to use the Services offered through TTS.  
53. “Tailored Treasury System” or “TTS” means the Bank’s digital service that allows you to manage your Eligible Accounts and conduct financial transactions through the System using our Software to access the Services via our Website or the Mobile Banking App on your Wireless Device.  
54. “Third-party Sender” or “TPS” means an entity or individual that has contracted directly with the Bank (acting as ODFI) for the purpose of releasing ACH and/or any other form of debit/credit Entries/transactions on behalf of other entities, clients or individuals.  If the Client is a TPS, then the Client agrees that it is also bound by the terms and conditions set forth under the Section of the Agreement titled ACH SERVICES and paragraph titled THIRD-PARTY SENDER.
55. “Transfer(s)” means an internal transfer to any Eligible Account tied to the Client profile as well as any external transfer made consistent with the terms and conditions of the section titled TRANSFERS (INTERNAL / EXTERNAL), as more fully set forth below.  
56. “User Name” or “Login ID”) means the User identification number (alpha numeric) that: (a) we provide to the Administrator, (b) that the Administrator establishes for each User added to the Client’s TTS, and (c) those established for any individual owner of an Eligible Account(s).  
57. “Valid Codes” means, either individually or collectively, Username / Login ID, Company ID, Password, voice or text OTSC, SMS text, Soft Token, security key, FIDO security key, personal identification image, and challenge prompts, which can be delivered via a Wireless Device including inter-active voice message, Biometric Authentication, System required prompts, or at the Bank’s sole discretion a call back verification.  The Valid Codes, in any combination, are an integral part of the agreed upon Security Procedures (see Section 3, paragraph titled SECURITY PROCEDURES FOR SYSTEMS & SERVICES) for User’s login to TTS or the Mobile Banking App and /or to verify Payment Orders / wire transfers, ACH processing, Bill Pay, or any other transaction processed through a Service.  
58. “Website(s)” means the Bank’s website(s) found at IFBbank.com.
59. “Wireless Device(s)” means a cell/mobile phone, smartphone, smartwatch, personal digital assistant, tablet, computer/laptop or any similar device.

3. PROVISIONS APPLICABLE TO ALL SERVICES 

1. Description.  Under the terms and conditions of the Agreement, you may use the Service to: (i) access your Eligible Accounts;(ii) obtain the Services; and (iii) perform authorized transactions through the Website or the Mobile Banking App.
2. Owners, Joint Owners, Administrators & Users.  If an Eligible Account is owned by more than one person (joint account), or the Administrator has implemented Users, each such person may provide us with instructions (written, electronic, or verbal); make any decision; obtain any information; or make any request associated with the Eligible Account and the Services.  Each Consumer and those Users implemented by the Administrator will need to individually enroll in the TTS and Mobile Banking App to access the Services, and each will need a unique password and username and will be subject to the Systems / Services use of Valid Codes.  
3. Bank Agreements. In addition to this Agreement, you and the Bank agree to be bound by and comply with such other written requirements as we may furnish you in connection with the Online Services or any services or products that can be accessed through TTS, including, but not limited to, the Bank’s Deposit Agreement and any other agreements applicable to each of your Eligible Accounts, end user license agreements, and with all applicable Florida and Federal laws and regulations. Your use of ANY of the Services is your acknowledgment that you have received the applicable terms and conditions or terms of use and this Agreement and intend to be bound thereby. To the extent there is a conflict between the terms of this Agreement and the other applicable account agreements with us, this Agreement shall control.  
4. Entire Agreement.  This Agreement constitutes the entire agreement between the parties hereto concerning the subject matter hereof.  All contemporaneous agreements or understandings concerning the subject matter hereof, whether oral or written, are merged into this Agreement.  Neither party relied on any representation or promises by the other party that is not set forth in this Agreement.  
5. Bank’s Standard of Care.  Client agrees that Bank's duty to Client under this Agreement shall be limited to the exercise of ordinary care. Client also agrees that occasional unintentional deviation by Bank from telephone instructions of Client which may have been misinterpreted over the telephone shall not be deemed failure by Bank to exercise ordinary care or to act in good faith. Client agrees that Bank's sole liability and obligation, and Client's exclusive remedy, for any unexcused failure by Bank to make any transfer under this Agreement, or to make any transfer in the correct amount or in a timely manner, is payment to Client of the interest or price differential Client would have earned on the funds to be transferred if the transfer had been timely made and in the correct amount.  
6. Changes and Modifications. The Bank may amend this Agreement and / or modify any of the Services terms and conditions / terms of use, from time to time by sending you written notice by electronic mail or by regular mail or by posting the updated terms on our website. The revised terms and conditions shall be effective at the earliest date allowed by Applicable Law. If you find the Agreement unacceptable to you at any time, please discontinue your use of the Service or the TTS. The Client’s continued use of any Service or the Client’s failure to terminate or cancel a specific Service with respect to the Client’s Eligible Account(s) after the effective date of any the change in terms and conditions will constitute the Client’s acceptance of, and agreement to the change. In addition, we may, at any time and without liability, modify or discontinue all or part of the Systems and/or Services (including access to the Systems and/or Services via third-party links); or charge, modify or waive any fees required to use the Systems and/or Services).
7. Additional Services. New Services may be introduced from time to time. The Bank will notify you of the existence of these new Services. By using these services when they become available, you agree to be bound by the rules that will be made available to you concerning these Services.
8. System Requirements. Your hardware and software must meet the following minimum requirements:

• Desktop Browser o Latest version of Edge, Mozilla, Firefox, Apple® Safari, and Google® Chrome with 128-bit encryption
• Mobile/Tablet o Latest version of Safari on iOS or Android on Chrome
• Operating System o Windows® 11 and higher or Mac® OS 15 or higher
• Internet o Ideally 200 Mbps or higher
• Disc Space o 50 MB's or higher
• PDF Requirements o Latest version of Adobe ® Reader® is required to access, download, and save documents.

In order to access and retain Communications, you must have:

• An e-mail account and e-mail software capable of reading and responding to your e-mail.
• A personal computer, operating system and telecommunications connections to the internet capable of supporting the foregoing.
• Sufficient electronic storage capacity on your computer's hard drive or other data storage unit.
• A printer that is capable of printing from your browser and e-mail software 

9. Fees and Charges.  The Client agrees to pay all fees, charges and expenses related to the Services, Systems, Software, equipment, installation and training in accordance with the Treasury Management applicable fee schedule agreed upon by you and us, or in the alternative, the Bank’s standard Schedule of Fees or invoice established/provided by the Bank. Amounts payable by the Client to the Bank shall be collected automatically from your Eligible Account on a monthly basis by the Bank unless otherwise collected at time of installation as a one-time fee.  The Bank may collect any of the amounts due by the Customer in connection with the provision of the Service(s) by debiting any of the Customer’s Eligible Account(s) or any account at the Bank, without any obligation to give prior notice thereof to the Client.  The Bank may change pricing from time to time by providing the Customer with reasonable written notice of a price change.  If the Customer does not accept such price change, you can cease use of the Service.  To the extent you continue to use the Service, you are responsible for any related fees.  The Customer shall pay to the Bank all reasonable attorneys’ fees and other costs and expenses the Bank may incur in collecting any fees or other sums that the Customer may owe.
10. SECURITY PROCEDURES FOR SYSTEMS & SERVICES: THE CLIENT, THE ADMINISTRATOR, THE USERS (INDIVIDUALLY OR COLLECTIVELY, THE “CLIENT PARTIES”) AND THE BANK ACKNOWLEDGE THE IMPORTANCE OF THE SECURITY PROCEDURES OUTLINED IN THIS PARAGRAPH. THE CLIENT PARTIES AGREE THE SECURITY PROCEDURES ARE COMMERCIALLY REASONABLE, IN LIGHT OF THE CLIENT PARTIES’ CIRCUMSTANCES AND TYPE, VALUE AND FREQUENCY OF PAYMENT ORDERS / WIRE TRANSFERS, ACH PROCESSING, BILL PAY, OR ANY OTHER ACCESS TO OR USE OF ANY SYSTEM / SERVICE INITIATED OR TO BE INITIATED, AND NO SPECIAL CIRCUMSTANCES EXISTS WITH RESPECT TO THE CLIENT PARTIES THAT WOULD REQUIRE ANY OTHER SECURITY PROCEDURE(S). ANY SUCH SPECIAL CIRCUMSTANCES MUST BE ADDRESSED AS PROVIDED BELOW.  THIS PROVISION IS A MATERIAL INDUCEMENT FOR EACH PARTY TO ENTER INTO THIS AGREEMENT AND ANY BELIEF BY THE CLIENT PARTIES THAT THE SECURITY PROCEDURES ARE NOT COMMERCIALLY REASONABLE MUST BE

COMMUNICATED TO THE BANK IMMEDIATELY.  THE CLIENT PARTIES EXPRESSLY AGREE TO BE BOUND BY, ANY ACCESS TO OR USE OF ANY SYSTEM / SERVICE INITIATED, ANY PAYMENT ORDER / WIRE TRANSFERS, ACH PROCESSING, BILL PAY, TRANSFER, OR ANY OTHER TRANSACTION, PAYMENT OR INSTRUCTION AS A “TRANSFER / TRANSACTION / PAYMENT IN THE NAME OF THE CLIENT PARTIES”, WHETHER OR NOT IT IS AUTHORIZED, THROUGH ANY SYSTEM OR SERVICE(S) USED, IF IT IS ISSUED IN THE CLIENT’S NAME AND ACCEPTED BY THE BANK: (I) ACTING IN GOOD FAITH AND (II) IN COMPLIANCE WITH THE SECURITY PROCEDURES, AS SET FORTH AND DEFINED BELOW.  THE AGREED UPON SECURITY PROCEDURES FOR EACH SYSTEM / SERVICE FOLLOWS:  

i. Administrator and Users.  Except for Consumer only Eligible Accounts, the Administrator(s) shall be responsible for authorizing and shall have the authority to assign access and entitlements (i.e., what the User can do in the Systems/Services) to the Systems / Services for the Client’s Users, including access to the Secure FTP Service Provider.  The access that may be granted to Users and any additional Users by an Administrator derives from the rights assigned to the Administrator(s) (i.e., the Administrator(s) is/are a super administrator(s) (s/he actually has Systems/Services rights)) and s/he can grant those rights to User(s) in their sole discretion. This includes assigning the Client’s Users with their initial login credentials, roles, service and account entitlements, and transaction limits. The Administrator can also rename accounts, reset passwords, and modify the number of approvals required for requests. Therefore, great care should be taken with respect to who is appointed an Administrator. When the Client is set up on TTS an Administrator is designated and the Administrator(s) will be entitled to all Services and to all Eligible Accounts associated with those Services based on the Client's profile. The Client may modify/change an Administrator via written instructions to the Bank by a Client authorized officer, in a form or manner prescribed or deemed appropriate by the Bank.  The Client through their Administrator(s) can add Users and their entitlements after entering into this Agreement.  The Administrator shall be responsible for any change/modification to Users within the Secure FTP Service Provider.  Any request to add Eligible Account(s), and/or change Services subsequent to accepting this Agreement must be made

in writing by an authorized officer/individual. In the event the Client elects to use the manual wire transfer

Service, the Client shall complete a UNIVERSAL MANUAL VERIFICATION WIRE TRANSFER AGREEMENT (which will be provided to you upon request) for one or more individuals who may be contacted by the Bank to verify wires originated via facsimile (fax), email, or scanned image, etc.  The Administrator(s) is responsible for coordinating and monitoring of all the Users, adding new Users for any System or Service, and for granting Users access to the Secure FTP Service Provider.  The Administrator(s) may grant access to full or partial functionality of the Systems/Services.  It is the responsibility of the Client to assign, monitor, and maintain the access and transaction privileges to its Eligible Account(s), the Systems, Services, as well as access and transaction privileges to the Secure FTP Service Provider in all instances.  Unless informed in writing (consistent with the Notice provision herein) and with sufficient time to act, the Bank will not be held liable for any acts of an Administrator. ii. Valid Codes, SSL Certificate(s)/SSH Key, & the Client designated IP Address(s).  The Client and all Users agree to (a) keep all Valid Codes, SSL Certificate(s)/SSH Key & IP Address(es) that were delivered or exchanged with the Bank secure and strictly confidential, (b) promptly change any initial Bank or Administrator assigned temporary User Name and / or Password, (c) Administrator shall provide User Name, User Name, Password, SSL Certificate(s)/SSH Key & IP Address(es) only to authorized Designated Users, (d) provide OTSC or access to the SSL Certificate(s)/SSH Key only to authorized Users, (e) instruct each authorized Designated User that s/he is not to disclose Valid Codes and/or the SSL Certificate(s)/SSH Key to any unauthorized person, and in the event of actual or suspected security breach, must immediately notify the Client and select new Valid Codes and/or have the Bank/Client issue or exchange new SSL Certificate(s)/SSH Key, (f) immediately notify the Bank of an IP Address change in order for the Bank to revoke the former, and (g) in the event of an actual or suspected security breach, immediately notify the Bank and select new Valid Codes, as appropriate, and  issue/exchange new SSL Certificate(s)/SSH Key.  The Client’s Administrator(s) will be responsible for authorizing System/Service access and functions in the Services and Systems as well as access to the Secure FTP Service Provider to appropriate Users and assigning User Name, Password, SSL Certificate/SSH Key, and IP Address(es) to said Users in TTS.  The Client, Administrator, and Users will not make any Valid Codes, IP Addresses (as applicable to SSH Key), and/or SSL Certificate(s)/SSH Keys available to any non-authorized persons. The Client’s Designated Users who have changed their Password and need it changed again in the same day should contact their Client's Administrator(s) or the Bank for a temporary Password. If a Client’s Designated User receives an email from the Bank notifying of a password change that has not been requested, the Client shall immediately notify the Bank.  The Bank and the Client agree that the Security Procedures provided herein are commercially reasonable.  The Client agrees that transactions or any other use of a System or Service conducted under the Valid Codes and / or through the Secure FTP Service Provider conducted under applicable Valid Codes, IP Address(es) (as applicable to SSH Key), and/or SSL Certificate(s)/SSH Key (as applicable) shall be deemed to be authorized transactions and binding on the Client.  It is the sole responsibility of the Client and the Administrator(s) to ensure compliance with their established internal security procedures, processes, or regulations with respect to confidentiality for Designated Users’ Valid Codes, IP Address(es) (as applicable to SSH Key), and/or SSL Certificate(s)/SSH Key (as applicable) in connection with use of the Systems / Services and Secure FTP Service Provider.

3. Dual Control Security Procedure. The Services / System permit the Administrator to establish a dual control security procedure (the “Dual Control Security Procedure”) for out bound payment transaction (e.g., including but not limited to wire transfers, ACH processing, Bill Pay, etc.). The Dual Control Security Procedure requires one User to log into TTS using Valid Codes and schedule a Service (e.g., an out bound payment) and a second User to log into TTS using Valid Codes and transmit/release the Service (e.g., an out bound payment).  This option provides the Client with superior protection from fraud through the use of multi-factor authentication provided by the use of Valid Codes from two (2) Users in order to complete an intended transaction.  The Dual Control Security Procedure should be an integral part of the Client’s overall Security Procedures for Systems and Services.  In the event the Client desires not to use the Dual Control Security Procedure, it does so at its own risk.    
4. Secure FTP Service Provider.

1. The Client and the Bank shall agree upon the Secure FTP Service Provider to be used for the processing of the selected Services.
2. In connection with the Secure FTP Service Provider, the Bank and the Client agree to operate in either or both of the following ways: (a) using SSL Certificate that requires the Client to have a User Name, password, and SSL Certificate for each User and/or (b) using automated transmission that requires User Name, SSH Key, and the Client designated IP Address(es).

5. Authorization. The Bank will consider and the Client agrees, any access to TTS, the Systems / Services, or the Secure FTP Service Provider through the use of Valid Codes, IP Address(es) (as applicable to SSH Key), and/or SSL Certificate(s)/SSH Key (as applicable), to be duly authorized by the Client and the Bank will therefore seek to carry out any instructions received via said Systems / Services or the Secure FTP Service Provider, regardless of, and without verifying, the identity of any person giving such instructions.  The Client hereby authorizes the Bank to treat any instruction transmitted with Valid Codes, IP Address(es) (as applicable to SSH Key), and/or SSL Certificate(s)/SSH Key (as applicable)) as having been made to the Bank in writing and signed by the Designate User in the name of the Client.  In the absence of substantial evidence to the contrary, the Bank’s records with respect to such instructions will be conclusive regarding access to, or action taken through TTS, the Mobile Banking App, the Systems / Services, or the Secure FTP Service Provider using Valid Codes, IP Address(es) (as applicable to SSH Key), and/or SSL Certificate(s)/SSH Key (as applicable)), whether such access or action is by the Client’s Designated Users, or by any employee or any party who has obtained access to any Systems, Services, or the Secure FTP Service Provider through the Client’s failure to maintain adequate internal controls. vi. Access and use of Systems / Services and use/delivery of files through the Secure FTP Service Provider.  The Client shall be responsible for establishing and maintaining the procedures to safeguard against unauthorized access to Systems / Services and to the Secure FTP Service Provider, which includes antivirus, anti-malware, firewalls, and access controls, and any other commercially reasonable protection mechanisms, and, if required, updates to such procedures and monitoring by the Client of its compliance with such procedures as outlined within this Agreement or as may be required by the Bank or its service providers.  The Client warrants that no individual will be allowed access to the Systems / Services and the Secure FTP Service Provider in the absence of proper supervision and safeguards and agrees to maintain the confidentiality of these Security Procedures, Valid Codes, IP Address(es) (as applicable to SSH Key), and/or SSL Certificate(s)/SSH Key (as applicable), and any other related instructions provided by the Bank in connection with the applicable Security Procedures, as set forth herein.  If the Client, at any time, has reason to believe or suspect that any such information or instructions have been compromised or disclosed to or accessed by any unauthorized person or used in a manner not authorized by the Client, the Client agrees to notify the Bank via phone or e-mail as soon as such an intrusion is detected, followed by written confirmation.  The occurrence of unauthorized access will not affect any transactions executed in good faith by the Bank prior to its receipt of such notification.  In the event a transaction has not been executed, any such notification of unauthorized access that is provided to the Bank must be prior to execution of the transaction and with a reasonable time period to allow the Bank, on a best-efforts basis, to prevent or cancel the transaction.  

7. Unauthorized use.  Any transaction initiated in accordance with these agreed upon Security Procedures shall be deemed to be authorized by the Client and the Bank.  The Client is responsible for all transactions deemed authorized by the Client.  The Client is responsible for all transactions initiated by Designated Users until such time as the Bank has been notified, in writing and with reasonable period of time to allow the Bank to act upon the revocation of authority.  The Client is responsible for all transactions, payments, and instructions provided to the Bank (including those processed through the Secure FTP Service Provider) through User’s Valid Codes, IP Address(es) (as applicable to SSH Key), and/or SSL Certificate(s)/SSH Key (as applicable), regardless of whether such transaction, payment, or instruction was authorized.  The Client shall be solely responsible for any losses as a result of any compromised or unauthorized information or instructions delivered to the Bank.  Because the Bank may rely upon and act in accordance with any communication received by the Bank purporting to be a communication by a User on the Client’s behalf, without inquiring as to the source of such transmission or identity of such person, the Client hereby discharges and releases the Bank from all liability resulting from the Bank’s execution of transactions initiated pursuant to the agreed upon Security Procedures using Valid Codes through any Systems, Service(s) or the Secure FTP Service Provider.
8. The SECURITY PROCEDURES FOR SYSTEMS & SERVICES contained herein may be modified as mutually agreed to in writing by and between the Client, Administrator, Users and the Bank.  No modification or amendment to the SECURITY PROCEDURES FOR SYSTEMS & SERVICES shall be binding on the Bank unless it is in writing, approved by the Bank’s Legal Department, and signed by both parties.  Only a Bank’s CEO, President, or the General Counsel (or equivalent) title shall be authorized to modify or amend the Bank’s SECURITY PROCEDURES FOR SYSTEMS & SERVICES. ix. The Client acknowledges and agrees that the Bank, in its sole discretion, may apply the SECURITY PROCEDURES for manual wire transfers found in the UNIVERSAL MANUAL VERIFICATION WIRE TRANSFER AGREEMENT, including the performance of call back procedures to any System and/or Service transaction.

10. The Client acknowledges and agrees that consistent with the provision herein titled Notices and communications, should the Bank determine to perform a call back verification and record the same, the Bank at in sole discretion can cease processing the payment order should the Customer refuse the recording of said call back.  With respect to the foregoing, the Client shall hold the Bank harmless consistent with Section 3, paragraph titled Indemnification. 
11. The Client acknowledges and agrees that the purpose of the SECURITY PROCEDURES FOR SYSTEMS & SERVICES is to verify the authenticity of the use of any of the Systems, Services, or Secure FTP Service Provider instituted payment, transaction, or instruction delivered to the Bank and that the SECURITY PROCEDURES FOR SYSTEMS & SERVICES are not designed to detect errors in any such payment, transaction or instruction and in no case shall the Bank be responsible or liable for the detection of or failure to detect any payment, transaction or instruction presented to the Bank in the name of the Client.

11. Liability; Limitation of Liability; and Disclaimers.

1. Liability. The Bank and its affiliates shall have no liability to Customer for any loss, damage, cost or expense arising out of this Agreement, the Services or the System except for liability arising as a direct result of the Bank’s gross negligence or willful misconduct in performing or failing to perform the Services. 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 the Customer pursuant to this Agreement, and shall not be responsible for the accuracy or completeness thereof. The Bank shall not be responsible for the Customer’s acts or omissions (including without limitation the amount, accuracy, timeliness of transmittal or authorization of any Payment Order / wire transfer, Bill Pay, Entry, or any other transaction received from the Customer) or those of any person, including without limitation any Federal Reserve Bank, Automated Clearing House or transmission or communications facility, any Receiver or RDFI (including without limitation the return of an entry by such RDFI), and no such person shall be deemed the Bank’s agent.  The Bank shall be excused from failing to act or delay in acting if such failure or delay is caused by legal constraint, interruption of transmission, or communication facilities, equipment failure, Force Majeure Event, or other circumstances beyond the Bank’s control. In addition, the Bank shall be excused from failing to transmit or delay in transmitting any transaction if such transmittal would result in the Bank’s having exceeded any limitation upon its intra-day net funds position established pursuant to Federal Reserve guidelines or if the Bank is otherwise violating any provision of any risk control program of the Federal Reserve or any rule or regulation of any other U.S. governmental regulatory authority. The Bank shall not be liable for failure to perform any of its obligations in connection with the Services or Systems if such performance would result in it being in breach of Applicable Law.

If the Bank fails to credit any of the Customer’s Eligible Account(s) in accordance with the Deposit Agreement as of the date such credit was earned, upon discovery or notification of such amount, the Bank shall not incur any liability therefore, including any loss resulting from failure by the Customer to invest the amount of funds not properly credited to the Eligible Account.  The Customer agrees that the Bank shall not be liable to the Customer for any act done or step taken or omitted in good faith, or for any mistake in fact or law, or for anything which it may do or refrain from doing in connection with this Agreement, except resulting from the Bank’s gross negligence or willful misconduct.  The Bank’s liability for loss of interest resulting from its error or delay 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.  Except as otherwise expressly mandated by Applicable Law, in no case shall the Bank be liable or responsible to the Customer (regardless of the form of the cause of action and regardless of whether the liability or responsibility arises under contract, quasi-contract, tort and/or negligence) in an amount which exceeds the sum of the previous twelve (12) months of all fees actually paid by the Customer to the Bank pursuant to this Agreement.

2. LIMITATION OF LIABILITY. EXCEPT AS MAY BE REQUIRED BY APPLICABLE LAW, IN NO EVENT SHALL WE HAVE ANY LIABILITY TO YOU OR ANY THIRD PARTY FOR ANY LOSS, DAMAGE OR INJURY OR FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING LOST PROFITS (EVEN IF ADVISED OF THE POSSIBILITY THEREOF) RESULTING FROM OR ARISING OUT OF THIS AGREEMENT OR THE INSTALLATION, USE, MAINTENANCE, OR INCOMPATIBILITY OF THE EQUIPMENT, SOFTWARE, ACCESS TO OR USE OF ONLINE BANKING OR ANY PROBLEMS YOU EXPERIENCE DUE TO CAUSES BEYOND OUR CONTROL OR WHETHER ARISING IN CONTRACT OR IN TORT, AND WHETHER OR NOT THE POSSIBILITY OF SUCH DAMAGES WAS DISCLOSED TO OR COULD HAVE BEEN REASONABLY FORESEEN BY THE BANK. 
3. DISCLAIMER OF WARRANTIES. YOU AGREE YOUR USE OF THE SERVICES AND SYSTEMS AND ALL INFORMATION AND CONTENT (INCLUDING THAT OF THIRD PARTIES) IS AT YOUR RISK AND IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. WE, AND OUR SERVICE PROVIDERS, DISCLAIM ALL WARRANTIES OF ANY KIND AS TO THE USE OF THE SERVICES AND SYSTEMS, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. WE, AND OUR SERVICE PROVIDERS, MAKE NO WARRANTY THAT THE SERVICES OR SYSTEMS (i) WILL MEET YOUR REQUIREMENTS, (ii) WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE SERVICES WILL BE ACCURATE OR RELIABLE, (iv) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL OBTAINED BY YOU THROUGH THE SERVICES WILL MEET YOUR

EXPECTATIONS, OR (v) ANY ERRORS IN THE SERVICES, SYSTEMS, OR TECHNOLOGY WILL BE CORRECTED. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES OR SYSTEMS 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 SUCH MATERIALS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM FINANCIAL INSTITUTION OR ITS SERVICE PROVIDERS THROUGH OR FROM THE SERVICES OR SYSTEMS WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.

4. Internet Disclaimer.  The Bank does not, and cannot, control the flow of any documents, files, data or other information via the internet, whether to or from the Bank's network, other portions of the internet or otherwise.  Such flow depends in large part on the performance of internet services provided or controlled by third parties.  Actions or inactions of such third parties can impair or disrupt Client's connections to the internet (or portions thereof).  The Bank cannot guarantee that such events will not occur.  Accordingly, the Bank disclaims any and all liability arising out of, resulting from or related to, such events, and in no event shall the Bank be liable for any damages of any kind (whether in contract, in tort or otherwise) that are attributable or in any way related to the internet infrastructure or Client's or the Bank’s ability or inability to connect to the internet.

12. Indemnification.  To the maximum extent permitted by Applicable Law, the Client shall indemnify, reimburse, protect, save, hold harmless and defend the Bank, its directors, officers, employees, agents, successors and assigns, and its third party services providers and their officers, directors, employees and agents (“Indemnities”) from and against any and all liability, third party claims, losses, damages, actions, suits, proceedings, controversies, fees (including reasonable attorneys’ fees and investigatory fees) fines or penalties (whether groundless or otherwise and regardless of the form of the cause of action or whether the liability or responsibility arises under contract, quasi-contract, tort and/or negligence) incurred by or asserted against such Indemnities resulting directly or indirectly from:

1. The Client’s access to or use of the Systems, Websites, Software, and the Services;
2. The Client’s failure to meet its obligations, representations, covenants, warranties, duties or other responsibilities of the Client arising under this Agreement or any other claim against the Indemnities by reason of any acts or omissions of the Client or any third party or otherwise,
3. The rights of any third party, including that arising from your provision of a phone number, e-mail address, or other delivery location that is not your own;
4. Any and all fines and assessments imposed on the Bank as a result of any infraction or violation of

Applicable Law caused by or attributable to the Client;

5. The Client’s infringement, or infringement by any other User of an Eligible Account, of any intellectual property or other right of anyone;  
6. Any willful misconduct, negligence, action or omission on the part of any individuals who have been listed as the Administrator or User authorized to act on the Client’s behalf;  
7. Transmission of incorrect data to the Bank; viii. Failure to maintain compliance with the Rules; ix.         Failure to destroy original Checks;

10. Deposit of an electronic representation of a substitute check into an Eligible Account instead of an original Check;
11. Deposit of a Prohibited Check; or
12. The Bank performing its obligations under this Agreement, or from the Bank’s attempted or actual execution of any request, instruction or order from the Client, except to the extent such is caused by the gross negligence or willful misconduct of such Indemnities (provided that reliance, without further investigation, on any oral, telephonic, electronic, written or other request, notice or instruction believed in good faith to have been given by the Client will in no event constitute gross negligence or willful misconduct on the part of such Indemnities).

However, Client is not obligated to indemnify the Bank for any damages solely and proximately caused by the Bank’s gross negligence or willful misconduct. We reserve the right to defend/control (at our own expense) any matter otherwise subject to indemnification by you. In such a case, you will cooperate with us in asserting any available defenses. You won't settle any action or claims on our behalf without our prior written consent. You are providing this indemnification without regard to whether our claim for indemnification is due to the use of the Service by you or your Users.

13. Procedure for Indemnification.  If the Bank seeks indemnification under this Agreement, the Bank shall notify the Client within thirty (30) days after learning of the occurrence of any event that is asserted to be an indemnifiable event.  If such event involves a claim by a third party, and the Client confirms in writing its responsibility for such liability, if established, the Client shall be entitled to participate in, and assume control over the defense, settlement, adjustment or compromise of such claim. The Bank shall have the right to employ separate counsel in any action or claim and to participate in the defense thereof at the expense of the Client if (a) the retention of such counsel has been specifically authorized by the Client, or (b) the Client does not notify the Bank within twenty (20) days after receipt of a claim notice.  The Client shall obtain the prior written approval of the Bank before entering into any settlement, adjustment or compromise of such claim or ceasing to defend against such claim, if pursuant to or as a result of such settlement, adjustment, compromise, or cessation, injunctive relief or other relief would be imposed against the Bank.
14. Cooperation in loss recovery efforts. In the event of any damages for which the Bank and the Client may be liable to each other or to a third party pursuant to the Services provided under this Agreement, the Bank and the Client 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.  With respect to the ACH Service, the Client when operating as a TPS, represents and warrants that the Originator has agreed to undertake reasonable efforts to cooperate, as permitted by Applicable Law, in performing loss recovery efforts in connection with any actions that the Bank may be obligated to defend or elects to pursue against a third party. o. Alerts.  

1. Description.  IFB may automatically send you certain alert messages via email, text message, push notification, and/or by other means, including to your Wireless Device or to any phone number you have provided to us. These messages may include notifications about potential fraud on your accounts, debit card, recent account activity, or changes to your TTS or Mobile Banking App.  
2. Service-related Alerts. As a part of the Service, you consent to receive all legally required notifications via electronic means. You may withdraw your consent to receive future notices in electronic form. You have the option of adding a mobile telephone number to your Account. If you opt for Services related alerts via SMS text alerts or telephone, you are certifying that you are the account holder for the mobile

phone account or have the account holder's permission to use the mobile phone number that will receive the alerts. By use of the Services or related alerts, you acknowledge that Service related communications, alerts, or notifications may be sent by JH and received by you electronically, including, but not limited to, through email, mobile text messaging, or mobile push notifications, during any part of the day, including outside of normal business hours and between the hours of 9 p.m. and 8 a.m. local time. JH is not liable for any delays, failure to deliver, or misdirected delivery of any alert; for any errors in the content of an alert; or for any actions taken or not taken by you or a third party in reliance on an alert. You agree that JH will have no liability related to electronic communications, alerts, or notifications that are sent or received through your use of the Service.

3. IFB also offers an alerts service (the “Alerts Service”) through TTS and the Mobile Banking App for your Eligible Account(s). You may choose to receive eligible alerts through (as available) email message(s), text message(s), push notification(s), and/or by other means. You may modify your alerts delivery preferences or choose to discontinue receiving certain alerts by updating your alerts through the service.

You further agree that:

• Alerts may be sent unencrypted, and may include your name and information pertaining to your Eligible Account(s).
• You may not modify, change, or alter the content of any alert message that we send to you.
• Availability may be affected by your mobile carrier's coverage area and your mobile carrier's message and data rates may apply. These include fees your wireless carrier may charge you for data usage or other services. Check with your wireless carrier for details regarding your specific wireless plan and any data usage or other charges that may apply. You hereby agree that any such fees are your sole responsibility and we shall not be responsible for any such fees under any circumstance.

4. Alert Delivery Timing.  Receipt of any of the alerts we send, whether they are automatic alerts or from the Alerts Service, may be delayed or prevented by factor(s) affecting your internet/phone provider or other circumstances. IFB is not liable for losses or damages arising from:

• Non-delivery, delayed delivery, or erroneous delivery of any alert.
• Inaccurate alert content.
• Your use or reliance on the contents of any alert for any purposes.

The information in any alert may be subject to certain delays.

IFB sends push notifications to devices on which the IFB Mobile Banking App is frequently used. To ensure continued delivery or resume delivery of push notifications, log on to the Mobile Banking App on your Wireless Device frequently.

5. Terminating Alerts. IFB may terminate or change your use of the alerts service at any time without notice. We may also change, modify, or cancel either the content or the delivery method of any automatic alerts.

16. No Unlawful or Prohibited Use. As a condition of using any of the Service(s), you warrant to us that you will not use the Service(s) for any purpose that is unlawful or is not permitted, expressly or implicitly, by the terms of this Agreement or by any Applicable Law or regulation. You further warrant and represent that you will not use the Service(s) in any manner that could damage, disable, overburden, or impair the Service(s) or interfere with any other party's use and enjoyment of the Service(s). You may not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the Service(s). You agree not to attempt to log onto TTS from any country sanctioned by the OFAC, nor attempt to make any payment to such countries, individuals, or entities prohibited under OFAC. You agree that you will not use TTS for International ACH Transactions and that they are prohibited under this Agreement. You are further prohibited from using TTS for communications or activities that: (a) impose an unreasonable or disproportionately large load on our infrastructure; (b) facilitate any viruses, Trojan horses, worms or other computer programming routines that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or information; (c) constitute use of any robot, spider, other automatic device, or manual process to monitor or copy TTS or any portion of the IFB portal without our prior written permission; (d) constitute use of any device, software or routine to bypass technology protecting TTS, or interfere or attempt to interfere with TTS; or (e) may cause us or our service providers to lose any of the services from our internet service providers, payment processors, or other vendors. You agree that any attempt to make any transaction prohibited by this paragraph may result in your access being restricted and/or terminated. You agree that these warranties and representations will remain in full force and effect even if this Agreement terminates for any reason.
17. Linked Eligible Accounts. All Eligible Accounts will be linked by the Tax Identification Numbers of the persons or business authorized to access such an account. The Eligible Accounts will appear together without regard to the ownership of such accounts. For example, if a User accesses the Service, that User will be able to view and access at a single time any accounts for which the person is a co-owner or any Eligible Account that is part of the Client profile.  
18. Permissible Loan(s) linked to the Client’s TTS Profile.  To the extent the Client herein or through other written instruction instructs the Bank to link a Permissible Loan and elects the option to Draw/Advance, then the Client agrees and acknowledges that any draws made under such Permissible Loan(s) through TTS or Mobile Banking App pursuant to the agreed upon Security Procedures shall be the Client’s responsibility, and shall be governed by the terms and conditions of this Agreement and the underlying Permissible Loan’s loan documents.  Further, the Client acknowledges that any such draw/advance shall be the Client’s responsibility and shall be deemed valid amounts outstanding under the Permissible Loan, including but not limited to any such credit advances and finance charges, together with all costs and expenses for which the Client is responsible under the applicable credit facility.  
19. Signatures received via facsimile (fax) or scanned images. If the Client faxes or e-mails any scanned document to the Bank signed, the Client agrees that it was its intention that: (i) the Client’s fax/scanned signature is an electronic signature under applicable federal and state law, (ii) the fax/scan be an original document, (iii) the Client intends on conducting business with the Bank by electronic records, electronic contracts, and electronic signatures, (iv) the Client’s consent under (iii) to be electronically given under applicable federal and state law.
20. The Client’s responsibility for contingency plan(s). The Client shall devise contingency plans suitable to the nature, size, and risks of its business in the event the Systems / Services become unavailable or Force Majeure Events prevent their use.  Such plans, at a minimum, should provide for physical delivery of items to one of the Bank’s branches or the use of couriers to deliver items/instructions for the execution of transactions, as well as completing Universal Manual Verification Wire Transfer Agreement (which will be provided to you upon request) in order to perform manual wires in the event of a System or Service outage.  
21. Security interest granted. Client hereby grants to Bank a continuing security interest in (1) all of Client’s deposit accounts with Bank.  If any deposit account of Client with Bank is overdrawn, or if Client defaults on any obligation, direct or indirect, including any guaranties, owed to Bank, Bank, at its sole discretion, may dispose of such deposit accounts and/or investments made by it pursuant to this Agreement as security for payment of the obligations then owed by Client to Bank, and/or Bank may sell or order to be sold any investments made by it for Client pursuant to this Agreement and the proceeds toward and as a set off against the amount owed to Bank by Client. The Bank shall have all of the rights and remedies available at law or in equity, including without limitation, the rights and remedies of a secured creditor under the Florida Uniform Commercial Code.
22. Available Funds vs Collected Funds. You agree, understand, and acknowledge that funds made available pursuant to Regulation CC and Collected Funds are not the same thing.  If the payor bank / financial institution (drawee’s bank) returns any such deposited item, for any reason, you agree that it is your responsibility and obligation to make the Bank whole and that you will hold the Bank harmless and indemnify it consistent with Section 3, paragraph titled Indemnification.  Further, if an overdraft occurred, you agree to pay the full amount of the overdraft and any service charge as noted in the Bank’s Schedule of Fees.  
23. Exposure Limits.  In relation to the utilization of any of the Services, irrespective of whether such utilization is explicitly addressed within this Agreement, Client hereby covenants not to surpass the origination, processing, or any other limit(s) as provided by the Bank to the Client upon the establishment of the Service and/or as mutually agreed upon by the parties. All users of the Bank’s Services shall be subject to continuous and, where applicable, an annual review and analysis of exposure limits. We reserve the right, at our sole discretion, to modify the exposure limit levels of any Service at any time should we ascertain that the Bank’s exposure to additional risk factors, including but not limited to unusual return volume, overdrawn accounts, or any other relevant risk factor. Furthermore, we may adjust exposure limits based on the appropriateness of the Client's activities.
24. Settlement Reserve.  The Client may be required to maintain a reserve (“Settlement Reserve”) of an amount to be solely determined by the Bank.  Client agrees that the Settlement Reserve will be deposited in an Eligible Account for the exclusive use by the Bank for the purpose of resolving or settling Client obligations under this Agreement. Should the Settlement Reserve fall below the thresholds determined by the Bank, in its sole discretion, the Client shall immediately replenish the Settlement Reserve to the amount previously determined via immediately available funds into the Settlement Reserve. Client hereby grants the Bank a security interest in, and assigns all rights, title, and interest to the Settlement Reserve. Client agrees that the assignment of the Settlement Reserve is for the express purpose of enabling the Bank to enforce any obligations of the Client under this Agreement, without the necessity of notice or demand to the Client. This assignment is an unconditional and immediate transfer, remaining effective for ninety (90) days after either party terminates this Agreement.  No interest will be paid on the Settlement Reserve.  
25. Virus Protection. The Bank is not responsible for any electronic virus, viruses, malware, or spyware that you may encounter. We suggest that you routinely scan your computer using a virus protection and anti- malware/antispyware product. An undetected virus may corrupt and destroy your programs, files, and your hardware. The Bank recommends that you download and install a virus detection program to enhance your data security. The Bank may require in the future that you download and install virus protection software, or use certain secure browsing software that has been approved by the Bank for use with TTS in order to use or continue to use TTS. The Bank further reserves the right to suspend or terminate this Agreement or your use of TTS without notice if malware is detected on the device used to access TTS until the Bank is reasonably assured that the threat has been eliminated. You should also become familiar with the various educational materials, tools and tutorials pertaining to security and identity theft provided on IFB’s website.
26. Signature Requirement Waiver.  Unless we have agreed in writing, any requirement to verify two or more signatures on any item (such as a Check) does not apply to any of the Systems or Services. This means that you're allowing any User on your Eligible Account to individually undertake transactions pursuant to the applicable Service used. This provision controls and takes precedence over any conflicting provision in any other agreements you have with us.
27. Electronic Funds Transfer Provision (For Consumers Only) (Not Applicable to Business Eligible Accounts).

1. Applicability. The following provisions are only applicable to online electronic fund transfers that credit or debit a Consumer account and are subject to the Consumer Financial Protection Bureau’s Regulation E (an “EFT”). A Consumer account is one that belongs to a natural person and used primarily for personal, family or household purposes. If you perform transactions from a home equity line of credit or other credit account, please see your home equity line of credit documents for information about your liability for unauthorized charges or other errors or questions relative to those accounts. When applicable, the Bank may rely on any exceptions to these provisions that are contained in Regulation E. All terms that are not defined in this Agreement but which are defined in Regulation E shall have the same meaning when used in this paragraph.
2. A Consumer’s Liability for Unauthorized EFT. The following determines your liability for any unauthorized EFT or any series of related unauthorized EFTs:

1. If you notify the Bank within two (2) business days after your Valid Codes was lost or stolen or after an unauthorized transfer or payment has been made from any of your deposit accounts, your liability will not exceed $50.00 or the amount of the unauthorized EFTs that occur before notification, whichever is less.
2. If you fail to notify the Bank within two (2) business days after your Valid Codes was lost or stolen, your liability will not exceed the lesser of $500.00 or the total of:

• $50.00 or the amount of unauthorized EFTs that occur within the two (2) business days; and
• The total of authorized EFTs which occur during the two (2) days before notification to the Bank, provided the Bank establishes that these EFTs would not have occurred had the Bank been notified within that two-day period.

3. You must report an unauthorized EFT that appears on your periodic statement within sixty (60) days of the Bank’s transmittal of the statement to avoid liability for subsequent transfers. If you fail to report the unauthorized EFT to us on time, your liability will not exceed the amount of the unauthorized EFTs that occur after the close of the sixty (60) day period and before notice to the Bank, and that the Bank establishes would not have occurred had you notified the Bank within the sixty (60) day period. You may also be liable for the amounts as described in paragraph ii.(1) and ii.(2) above.
4. If the report is made orally, we will require that you send the complaint or question in writing and signed by you within ten (10) business days. We will notify you with the results of the investigation within ten (10) business days and will correct any error promptly. If more time is needed, we may take up to forty-five (45) days to investigate a complaint or question. If this occurs, we will credit your account within ten (10) business days (twenty (20) business days if the transfer involved a new account) for the amount you think is in error. This will allow you to use the money during the time it takes us to complete our investigation. If your complaint or question is not received in writing and signed by you within ten (10) business days, we may not credit your account until the investigation is completed. If an alleged error involves an EFT outside a state or territory or possession of the United States, we may take up to ninety (90) calendar days (instead of 45). If we determine that no error occurred, we will send you a written explanation within three business days after the investigation is complete. You may request copies of the documents that were used in the investigation.

28. Our Liability for Items that are not EFTs (Applicable to Consumer & Business Eligible Accounts). Unless otherwise specified or addressed in this Agreement, all other claims regarding a Discrepancy(ies) (as defined in the Deposit Agreement) or any other dispute with respect to your Eligible Account and use of the Online Services shall be determined in accordance with the provisions and the terms of the paragraph below titled Discrepancies.
29. Our Liability for Failure to Complete Payments and Transfers Consumer Eligible Accounts (NOT Applicable to Business Eligible Accounts). If we do not complete a transfer or payment to or from a Consumer Eligible Account in the correct amount or according to our agreement with you, we will be liable for those damages as the law imposes in such cases. We will not be liable to you, however, in the following instances:

1. If through no fault of the Bank, you do not have enough money in your account to make a transfer or payment through TTS;
2. If circumstances beyond our control (such as fire, flood, power outage, equipment or technical failure or breakdown) prevents a transfer or payment through TTS despite reasonable precautions that we have taken (Force Majeure provision provided for herein applies);
3. If there is a hold on your Eligible Account, or if access to your Eligible Account is blocked, in accordance with banking policy;
4. If your funds are subject to a legal proceeding, Applicable Law or other encumbrance restricting the transfer;
5. If your transfer authorization terminates by operation of law;
6. If you believe someone has accessed your Eligible Accounts without your permission and you fail to notify the Bank immediately;
7. If you have not properly followed the instructions on how to undertake certain transactions pursuant to this Agreement;
8. If we have received incomplete or inaccurate information from you or a third party pertaining to a payment or transfer, including without limitation, the financial institution name, address, account number, or the amount of the transfer or payment;
9. If we have a reasonable basis for believing that unauthorized use of your Valid Codes or account has occurred or may be occurring or if you default under this Agreement, the Deposit Agreement, a credit agreement or any other agreement with us, or if we or you terminate this Agreement or the Service at issue; or
10. If a Payee, or a financial institution holding an external account from which you have requested a transfer, mishandles or delays processing or posting a payment or transfer sent by Bill Pay or the Loan Make Payment Service.

The list of examples set out in this paragraph are provided for illustrative purposes only and is not intended to list all of the circumstances where we would not be liable.

30. Records and recordings. Our records, kept in the regular course of business, shall be presumed to accurately reflect the contents of your instructions to us and, in the absence of manifest error, will be binding and conclusive. Your account statement, furnished to you by the Bank either on a monthly or quarterly basis depending on the type of Eligible Account, will remain the official record of your Eligible Account or its activity. All magnetic tapes, transactions, security procedures and related records used by the Bank for transactions contemplated and undertaken by the Client pursuant to this Agreement shall be and remain the Bank’s property. The periodic statement issued by the Bank for the Client’s Eligible Account will reflect all Items credited and debited to the Client’s Eligible Account, TTS and the Mobile Banking App will have eighteen (18) months of Eligible Account statements retained for your records, and TTS / Mobile Banking App will provide Client with real time or near real time Eligible Account activity / transactions. The Client shall retain data on file adequate to permit remaking

of any transaction including Entries as required by the Rules for each transaction type. The Client shall provide such data to the Bank upon its request. The Client agrees to provide the Bank, as appropriate and during any required examination, access to the Client or the Client records maintained in order to assure regulatory compliance with the terms of this Agreement as well as the Rules.  The Bank may, at its sole discretion, make available all statements (including analysis statements) and other Eligible Account documents, upon the Client’s request. The Client shall pay any expense as provided in the Schedule of Fee or as incurred by the Bank in making such information available to the Client.  Subject to Applicable Law, the Client and the Bank shall make available, create, safeguard, disclose, retain and dispose of recordings, records, copies, images, documentation, upgrades, communications and related materials as specifically described for each Service or pursuant to its internal records retention policies and/or procedures, as applicable. Either the Client or the Bank may produce telephonic, electronic or computer records and recordings, including e-mail and electronic transmissions, as evidence in any proceedings brought in connection with the Services and Systems provided.  

31. Notices and communications.  Unless otherwise stated in this Agreement, notice or other Communication required or permitted by this Agreement shall be in writing and will be provided electronically, unless the Client has opted out, to the extent permitted by the Eligible Account’s specific terms and conditions.  When notice is required by paper copy, the Bank may do so to the Client’s address of record for any of the Eligible Account(s) and to the Bank at the branch or office where Eligible Account(s) were established or International Finance Bank, Attention: Legal Department, 777 SW 37th Avenue, Miami, FL 33135.  Any notice the Client sends the Bank will not be effective until the Bank actually receives it and has a reasonable opportunity to act on it.  Any notice the Bank sends the Client will be effective when mailed or otherwise made available to the Client.  The Client agrees that the Bank may electronically monitor and/or record any telephone communications with the Client.  The Client and the Client’s Designated User(s) give their prior consent to these recordings, and it is the parties’ intent that this prior consent conforms to the requirements of Fla. Stat. §§934 et. Seq., as may be amended from time to time.  the Bank may retain these records for as long as it deems appropriate.  The decision to record any telephone conversation shall be solely within the Bank’s discretion, and the Bank has no liability whatsoever for failing to do so.  The Client agrees to receive certain documents and information provided by the Bank through the Bank’s Websites and/or through e-mail provided to the Client via the Websites.  This delivery will generally consist of certain content accessible through the Websites, and certain other documents relating to the Bank and the Services provided herein.  This electronic provision and delivery will be regarded by the Client as appropriate delivery under this paragraph and pursuant to any delivery requirements under Applicable Law.  The Client acknowledges that it has the appropriate technological equipment to use the Websites and to receive e-mail via the internet.  The Client agrees to notify the Bank in the event the Client no longer desires to receive content through this delivery procedure and will allow a reasonable amount of time to permit proper delivery to the Client through other means.  The Client agrees and understands that the Bank is authorized, but not obliged, to rely upon and act in accordance with any application, instruction, consent or other communication by fax, electronic transmission, or telephone received by the Bank purporting to be a communication by an authorized person on the Client’s behalf without inquiry as to the source of the transmission or identity of the person purporting to send such communication. ff. Discrepancies.  The Client shall promptly notify the Bank in writing of any error or discrepancy (e.g., forged, unauthorized or missing signature or endorsement, a material alteration, a missing or diverted deposit, illegible image or any other error or discrepancy) in connection with the Systems or Services utilized by the Client and any discrepancies between any records maintained by the Client and any online information, notice or regular Eligible Account statement made available from the Bank, and shall provide the Bank with any information it may reasonably request in connection therewith.  The Client may contact the Bank as provided for in Section 3, paragraph titled Errors, Disputes, and Questions.  The Client may be asked to place any such notification of an error or discrepancy in writing for the Bank. When the Client receives Eligible Account statements via U.S. mail, then the Client agrees that the Eligible Account statement will be deemed received five (5) calendar days after the date mailed.  When the Client receives Eligible Account statements via the Website(s), then the Client agrees that any notice or regular Eligible Account statement will be deemed received upon the Bank posting the same to the Website.  The Client further agrees that fourteen (14) calendar days is a reasonable time for the Client to notify the Bank of errors or discrepancies after any notice or Eligible Account statements are made available, unless any other provisions herein, the Rules, or Applicable Law provide for a shorter period. For the Clients who hold a Consumer Eligible Account that is used primarily for personal, family, or household purposes and the transaction is subject to Regulation E, by federal regulation the Bank must hear from the Client no later than sixty (60) days after Bank made any notice or Eligible Account statement available.  IF THE CLIENT FAILS TO DISCOVER AND REPORT ANY ERROR(S) OR DISCREPANCY(IES) WITHIN FOURTEEN (14) CALENDAR DAYS, OR UNLESS ANY OTHER PROVISIONS HEREIN, THE RULES, OR APPLICABLE LAW PROVIDE FOR A SHORTER PERIOD OR IN THE LIMITED CIRCUMSTANCE DESCRIBED ABOVE FOR CONSUMERS WITH A TRANSACTION(S) SUBJECT TO REGULATION E (60 DAYS), AFTER THE BANK MADE SUCH NOTICE OR REGULAR ACCOUNT STATEMENT AVAILABLE, THE BANK WILL NOT BE LIABLE FOR ANY LOSS OR COST RELATING TO AN UNAUTHORIZED OR ERRONEOUS DEBIT TO THE CLIENT’S ACCOUNT OR ANY OTHER DISCREPANCY IN THE NOTICE OR REGULAR

ACCOUNT STATEMENT.  Notwithstanding the foregoing, if the Bank at any time discovers that the amount of a transaction is different than the amount that has been credited or debited to the Client’s Eligible Account(s), the Bank will make the necessary adjustment to the Eligible Account(s) to correct the discrepancy and the Bank shall bear no liability for making this correction.  

33. Compliance.  The Client shall comply with any and all Applicable Law.  The Client agrees to be bound by such Applicable Law, and agrees not to initiate, deliver, order or otherwise provide the Bank with any Checks, Entries, wire transfers or any other transactions that violate Applicable Law.
34. The Bank’s right to refrain from processing any transaction.  The Client understands and agrees that the Bank will not process any transaction, and may be required to “block” or “freeze” any funds involved in any intended, requested, or initiated transaction, if such transaction would violate or appears to violate any regulation or other requirement of OFAC. The Client further agrees, to the fullest extent possible under Applicable Laws, that the Bank shall not have any liability for its failure to make or delay in making funds available to the beneficiary of a transaction if the failure or delay results from or is related to: (i) the Bank's fraud screening procedures; (ii) the Bank's efforts to comply with the Bank Secrecy Act, OFAC requirements, or similar laws or requirements; (iii) the provision of incorrect or incomplete information by the Client or any other person to the Bank in connection with the transaction; (iv) the lack of sufficient available funds in the Eligible Account from which the transaction is to be made; or (v) the transaction being made with fraudulent intent. The Client acknowledges that transactions made on its behalf may be subject to federal and state laws and regulations governing transactions in currency and other monetary instruments relating to money laundering activities and the funding of terrorism and that such laws and regulations may impose severe criminal penalties on those who participate or assist in such activities or in structuring of such activities to avoid reporting requirements. You acknowledge that we may monitor transactions for compliance with such laws and regulations. Further, you agree that you will not initiate any transaction which would violate, or result in a payment in violation of the federal and state laws or regulations, including, without limitation, the federal laws and regulations administered by bank regulatory agencies, OFAC, or those relating to money laundering and the funding of terrorism. It shall further be the responsibility of the Client to obtain information regarding such OFAC enforced sanctions.  (This information may be obtained directly from the OFAC Compliance Hotline at 1-800-540-OFAC).  
35. Termination.  Either party may terminate this Agreement, or any of the Services or Systems utilized by a party, by providing ten (10) days prior written notice to the other party, and you agree that ten (10) days is a reasonable time period.  The Bank may also terminate or suspend this Agreement, or any of the Services or Systems utilized by the Client, without notice to the Client if any of the following occurs: (a) the Client becomes insolvent or files, or has filed against it, any bankruptcy or other insolvency, reorganization, liquidation or dissolution proceeding of any kind; (b) a material adverse change occurs in the Client’s business or financial condition; (c) the Bank has reason to believe that the Client has engaged in fraudulent or illegal activity or the activity is not acceptable to the Bank from risk management perspective in its sole discretion; (d) the Client fails to maintain balances in Eligible Account(s) sufficient to cover overdrafts or has repeated overdrafts in any Client account(s) with the Bank or fails to maintain required Settlement Reserve balances; (e) the Client violates the terms of this Agreement or any financing arrangement with the Bank; (f) the Client fails to provide financial or any other information reasonably requested by the Bank; (g) the Bank determines it is impractical or illegal to provide one or more of the Services or Systems because of changes in Applicable Law; or (h) the Bank, in good faith, is unable to satisfy itself that the Systems have been properly authorized by the Client.  In addition, nothing herein prevents the Bank from exercising its right to terminate the Eligible Account or the relationship pursuant to the terms of the Deposit Agreement.  In the event the Client originated debit Entries prior to termination, the Client agrees to maintain an Eligible Account with the Bank, and maintain a balance in such Eligible Account as may be reasonably determined by the Bank in its sole discretion, to settle charge-backs for a period of ninety (90) days subsequent to the settlement date of the last debit file originated.  Within five (5) days of termination of this Agreement, the Client shall return to the Bank all Bank Information and equipment relating to the designated Services and Systems and shall destroy any copies of such Bank Information.  The termination of this Agreement shall not relieve either party of any obligations or liabilities incurred prior to the effective date of such termination. For example, any payment(s) in the Bill Pay Service or any other applicable Service that has already processed before the effective date of any termination will be completed by said Service. All scheduled payments including recurring payments on any of the Services will not be processed once TTS is cancelled.
36. Provisions regarding legal matters between the parties.  

1. Disputes. In the event of a dispute arising under or relating in any way to this Agreement, you and we agree to resolve the dispute by looking to the terms of this Agreement and the Deposit Agreement. You agree that this Agreement and the Deposit Agreement, are the complete and exclusive statement of agreement between you and the Bank and they supersede any proposal or prior agreement, oral or written, and any other communications between you and the Bank relating to the subject matter of this Agreement. ii. Arbitration. For any claim (excluding claims for injunctive or other equitable relief) where the total amount of the award sought is less than $10,000.00 USD, the party requesting relief may elect to resolve the dispute in a cost-effective manner through binding non-appearance-based arbitration. If a party elects arbitration, that party will initiate such arbitration through Judicial Arbitration and Mediation E-Services ("JAMS"), the American Arbitration Association ("AAA"), or an established alternative dispute resolution (“ADR”) administrator mutually agreed upon by the parties. The parties agree that the following rules shall apply: (a) the arbitration may be conducted telephonically, online and/or be solely based on written submissions, at the election of the party initiating the arbitration; (b) the arbitration shall not involve any personal appearance by the parties, their representatives or witnesses unless otherwise mutually agreed by the parties; (c) discovery shall not be permitted; (d) the matter shall be submitted for decision within ninety (90) days of initiation of arbitration, unless otherwise agreed by the parties, and the arbitrator must render a decision within thirty (30) days of submission; and (e) any award in such arbitration shall be final and binding upon the parties and may be submitted to any court of competent jurisdiction for confirmation. The parties acknowledge that remedies available under federal, state and local laws remain available through arbitration. THE PARTIES AGREE THAT NO CLASS ACTION, OTHER REPRESENTATIVE ACTION, OR PRIVATE ATTORNEY GENERAL ACTION, OR JOINDER OR CONSOLIDATION OF ANY CLAIM WITH A CLAIM OF ANOTHER PERSON SHALL BE ALLOWABLE IN ARBITRATION.  

3. Choice of law. Except to the extent superseded by federal law, the laws of Florida, in which the principal office of the Bank is located, shall govern the provisions of this Agreement.  
4. Jurisdiction and venue. In the event that either party commences legal action seeking monetary, declaratory, or injunctive relief with respect to enforcement, interpretation, or violation of this Agreement, the parties (i) agree that any such action may be commenced only in a court of competent subject-matter jurisdiction in Miami-Dade County, Florida; (ii) consent to venue and personal jurisdiction in such a court; and (iii) waive any defense of lack of venue or personal jurisdiction in any such suit, action, or proceeding. The parties further (a) agree that process in any such suit, action, or proceeding may be served by mailing a copy thereof by certified mail, return receipt requested, to the other party at the address set forth in this Agreement, (b) waive any defense of insufficiency of service of such process, and (c) agree that the prevailing party in any legal action relating to this Agreement shall be entitled to reasonable expenses, court costs and attorneys’ fees incurred in connection with such.
5. CLASS ACTION AND JURY TRIAL WAIVER. YOU AND THE BANK AGREE AND UNDERSTAND: (1) THAT YOU AND THE BANK ARE BOTH GIVING UP THE RIGHT TO TRIAL BY JURY AND (2) THAT THIS PARAGRAPH PRECLUDES YOU AND THE BANK FROM PARTICIPATING IN OR BEING REPRESENTED IN ANY CLASS OR REPRESENTATIVE ACTION OR JOINING OR CONSOLIDATING THE CLAIMS OF OTHER PERSONS. THIS PROVISION IS A MATERIAL INDUCEMENT FOR EACH PARTY TO ENTER INTO THIS AGREEMENT AND PERFORM HEREUNDER.  

37. Disclosure of Bank Information. It is our general policy to treat your account information as confidential. We will only disclose information to third parties about your account or transfers you make ONLY under the following circumstances:

1. Where it is necessary for the provision of the Services and for completing transactions; ii.         In connection with the investigation of any claim you initiate;

        iii.         In order to verify the existence and condition of your account for a third party, such as a credit bureau or

Payee; iv.         In order to comply with a government or court orders or other legal process, or other regulatory reporting requirements;

v.         If you give us your permission; vi.         To the Bank affiliated companies; vii.         As may be permitted by any other agreement between you and the Bank; and viii. As may be permitted by law or regulation.

38. Financial Information and Audit.  The Bank may from time-to-time request information from Client in order to evaluate providing, continuing and/or adjusting the limit to a Service.  Client agrees to provide the requested financial information immediately upon request by the Bank, in the form required by the Bank.  Client authorizes the Bank to investigate or reinvestigate at any time any information provided by Client in connection with a Service and to request reports from credit bureaus and reporting agencies for such purpose.  Upon request by the Bank, Client hereby authorizes the Bank to enter Client’s business premises for the purpose of ensuring that Client is in compliance with any Service requirements (e.g., destruction of Checks) and Client specifically authorizes the Bank to perform an audit of Client’s operational controls, risk management practices, staffing and the need for training and ongoing support, and information technology infrastructure. Client hereby acknowledges and agrees that the Bank shall have the right to mandate specific internal controls at Client’s location(s) and Client shall comply with any such mandate. In addition, Client hereby agrees to allow the Bank to review available reports of independent audits, risk assessments, or any other third-party inspection performed.  Client agrees that if requested by the Bank or the Rules, Client will complete a self-assessment of Client’s operations, management, staff, systems, internal controls, training and risk management practices that would otherwise be reviewed by the Bank in an audit of Client. If Client refuses to provide the requested financial information, or if the Bank concludes, in its sole discretion, that the risk of Client is unacceptable, or if Client refuses to give the Bank access to Client’s premises, the Bank may terminate the Service according to the provisions hereof.  
39. Errors, Disputes, and Questions. In case of errors, disputes or questions about your Eligible Account(s), the Systems, Services, or transactions, you should as soon as possible notify us via one of the following: i. Support:  

• Telephone:          (305) 648-8916
• Treasury Management Support: (305) 648-8916 • Hours:  

o Monday – Friday 9:00 AM EST – 5:30 PM EST

        ii.         On our website (www.IFBbank.com) click on “Contact Us” or contact your relationship banker directly.

If you think your statement is incorrect or you need more information about a transaction listed on the statement, we must hear from you, depending on whether you are a consumer (natural person) or a business, as provided in Section 3, paragraphs titled Discrepancies and Electronic Funds Transfer Provision (For Consumers Only) (Not Applicable to Business Eligible Accounts). When you contact us in any of the ways listed above, you must:

2. Tell us your name and Eligible Account number;
3. Describe the error or the transaction in question, and explain as clearly as possible why you believe it is an error or why you need more information; and
4. Tell us the dollar amount of the suspected error.

In addition, you may also contact us as provided for above with any questions related to this Agreement or any of the Services.

40. Software license.

1. Grant of license.  This paragraph applies to all Software provided by the Bank to the Client unless the Bank provides the Client with (i) a separate agreement for a specific license, including any separate “click-wrap” software license the Client may obtain by downloading from the Websites or (ii) another third-party software or proprietary materials license.  For each Software application the Bank provides the Client for one or more of the Systems or Services, the Bank hereby grants to the Client a nonexclusive, non-sublicensable, non-transferable, non-assignable, personal right and license to access and use such Software and any proprietary documentation related to such solely in accordance with this Agreement and any rules, restrictions or procedures set forth in this Agreement or published or provided by the Bank from time to time.  
2. Restrictions of license.  The Client accepts the right and license granted by the Bank herein to access and use the Software and any proprietary documentation related to such solely in accordance with this Agreement and any rules, restrictions or procedures published or provided by the Bank from time to time.

The Client acknowledges and agrees that the Software, and all intellectual property and proprietary rights therein and thereto, anywhere worldwide, including such rights in copyrights, trademarks, service marks, trade dress, patents, trade secrets, or registration applications related to any of the foregoing (collectively, “Intellectual Property”) are the valuable property of the Bank and/or its affiliates and licensors.  Other than the license granted hereunder, the Client obtains no rights to the Intellectual Property, Services, Systems or Bank Information related to the same.  The Client shall not access or use the Software in any way that may infringe any of the Bank’s rights related to the Intellectual Property.  The Client agrees that it will not, and will not authorize or permit any person under any circumstances to (a) sell, lease, transfer, republish, recirculate, redistribute or otherwise provide access to the Software other than by Designated Users or the Administrator in accordance with their permitted entitlements, or (b) alter, decompile or reverse engineer any component of the Software or Systems. The Client shall promptly notify the Bank of any actual or threatened infringement or misappropriation by any person of Intellectual Property of which the Client becomes aware.  

3. TTS License.  The Bank has entered into a licensing agreement with service providers (either, individually or collectively, the “Service Provider”), for the delivery of TTS. TTS shall be considered property of Service Provider, and all rights, title, and interest shall remain with Service Provider.  The Bank makes no warranties or representations with respect to TTS, either express or implied, including but not limited to implied warranties of merchantability or fitness for a particular purpose. Client hereby accepts TTS “AS IS” and with no warranties from the Bank.  The Bank may from time-to-time update TTS and any related documentation, subject to this Agreement.  

41. Physical and Electronic Security.  

1. Client is solely responsible for providing and maintaining the physical, electronic, procedural, administrative, and technical security of the Valid Codes, data and systems in your possession or under your control.  We are not responsible for any Access Device viruses (including, without limitation, programs commonly referred to as “malware,” “keystroke loggers,” and/or “spyware”), problems or malfunctions related to any Access Device viruses, or any related problems that may be associated with the use of an online system. Any material downloaded or otherwise obtained is obtained at your own discretion and risk, and the Bank is not responsible for any damage to your Access Device or operating systems or for loss of data that results from the download of any such material, whether due to any Access Device virus or otherwise.  You are solely responsible for maintaining and applying anti-virus software, security patches, firewalls, and other security measures with respect to your operating systems, and for protecting, securing, and backing up any data and information stored in or on your operating systems. The Bank is not responsible for any errors or failures resulting from defects in or malfunctions of any software installed on your operating systems.
2. Client acknowledges and agrees that it is responsible for protecting itself and that it must be vigilant against e-mail fraud, other internet frauds, telephone frauds and other schemes (including, without limitation, fraud commonly referred to as “phishing,” “pharming,” “vishing,” and “smishing”).  Client agrees to educate your representative(s), agents, and employees as to the risks of such fraud and to train such persons to avoid such risks. In the event you receive an e-mail, text message, telephone call or other electronic communication that you believe, or has reason to believe, is fraudulent, you agree that you shall not respond to the e-mail, phone call or text message to provide any information to the e-mail or text message sender or caller, click on any links in the e-mail or text message, or otherwise comply with any instructions in the e-mail, text message or telephone call.  To the extent allowed by law, you agree that the Bank is not responsible for any losses, injuries, or harm incurred by you as a result of any electronic, e-mail, SMS, telephone or internet fraud.
3. In the event of a breach of the Security Procedure, Client agrees to assist the Bank in determining the manner and source of the breach.  Such assistance shall include, but shall not be limited to, providing the Bank or the Bank’s agent access to your hard drive, storage media and devices, systems and any other equipment or device that was used in breach of the Security Procedure.  Client further agrees to provide to the Bank any analysis of such equipment, device, or software or any report of such analysis performed by you, your agents, law enforcement agencies, or any other third party.  Your failure to assist the Bank shall be an admission by you that the breach of the Security Procedure was caused by a person who obtained access to your transmitting facilities or who obtained information facilitating the breach of the Security Procedure from you and not from a source controlled by the Bank.

42. Geographic Restrictions.  Clients may not be able to access the Services in certain locations outside the United

States of America. Please contact your relationship manager in the event this limitation may impact you.

43. Links to Third Party Sites. The Bank’s website may contain links to other websites (“Linked Sites”). Such Linked Sites are provided solely as a convenience to you. The Bank does not screen, approve, review or otherwise endorse any content or information contained in any Linked Sites. You acknowledge and agree that the Bank, its affiliates and partners are not responsible for the contents of any Linked Sites, including the accuracy or availability of information provided by Linked Sites, and makes no representations or warranties regarding the Linked Sites or your use of them.
44. Representations. The Client and the Bank each represent to the other, as of the day the Client establishes their TTS and each time any System is used or Service performed or received, that: (a) it is validly existing and in good standing under the laws of the jurisdiction of its organization; (b) it has all requisite power and authority to execute and deliver, and to perform its obligations under, this Agreement and the Service/System used by it; (c) this Agreement has been duly authorized and accepted by it and constitutes its legal, valid and binding obligation; and (d) any consent or authorization of any governmental authority or third party required to be obtained by it in connection with this Agreement or the System / Service used or performed by it has been obtained.  The Client represents that: (i) the Client is solvent and it is not the present intent of the Client to seek protection under any bankruptcy laws; (ii) Checks deposited through the use of the Systems are currently and were at the time of their creation, bona fide and existing obligations of your customer, third party, or yourself, free and clear of all security interests, liens, and claims whatsoever of third parties and are not now nor have they ever been declared in default; (iii) the documentation under which the Checks are payable authorize the applicable payee to charge and collect the monies owed; (iv) all Checks, Payment Orders/wire transfers, ACH processing, and any other payments under the Services and all documents and practices related to them comply with all Applicable Law; (v) the Client has established and maintains written policies and procedures, all in accordance with Applicable Law, requiring it to obtain and verify information about the identity of its Clients and which are reasonably designed to ensure that the clients with whom the Client does business are reputable and not use the Client or the Bank as a conduit for money laundering or other illicit purposes; (vi) the Client has verified the true identify of each client, performed reasonable due diligence to understand each client’s business, documented origin of assets funding each client’s account(s), and warrants that no client is a national of a designated blocked country or a SDN or other blocked recipient, as defined by OFAC; and (vii) the Client will promptly procure and maintain in effect any and all licenses, permits or other documentation required under Applicable Law or by the governmental or regulatory agencies of any country to which wire transfer or other transactions are directed.
45. Covenants. The Client covenants that (a) the Client will allow the Bank to review and inspect during reasonable Client hours, and the Client will supply, any and all financial information, physical or electronic security, contingency plans, financial records, and documentation of the Client regarding the transactions processed through the System that the Bank may request; (b) the Checks and Payment Orders submitted by the Client are valid, and the Client will reimburse and indemnify the Bank for all loss, damage and expenses, including reasonable attorneys’ fees, incurred in defending such transactions as invalid or fraudulent; (c) in the event of the commencement of any proceeding under any bankruptcy or insolvency laws by or against the Client, the Client will not oppose or object to any motion by the Bank seeking relief from the automatic stay provisions of such laws; (d) the Client will provide to the Bank current information regarding its business activities and other changes that may affect the nature of the previously supplied the Client due diligence  information maintained by the Bank, including financial criteria, beneficial ownership, etc.; and (e) the Client will comply with all Applicable Law.
46. Amendment. We may amend this Agreement at any time. You will generally be provided advance notice of any change, provided that if the change is favorable for you, we may make the change at any time without prior notification. If you do not agree with the change, you should immediately discontinue using the Service. If you continue using the Service, your continued use will constitute your acceptance of the changes to the Agreement. In some circumstances, you may be required to affirmatively accept the revised Agreement in order to continue using the Service or the Mobile Banking App. The revised version will be effective at the time it is posted unless a delayed effective date is expressly stated in a revision. Further, we may, from time to time, revise, update, upgrade or enhance the Service and/or related applications or material, which may render prior versions obsolete. Consequently, we reserve the right to terminate this Agreement or any Service.  
47. Assignment.  The Client may not assign this Agreement without the Bank’s prior written consent.  The Bank may assign this Agreement without Client’s consent.  
48. Successors and third parties. This Agreement shall bind and benefit the parties, their successors and permitted assignees.  
49. Waivers / Modifications. None of the terms of this Agreement may be waived or modified except as the Bank may consent in writing.  No delay or omission on the part of the Bank in exercising any rights or remedies shall operate as a waiver of such rights or remedies or any other rights or remedies. A waiver on any one occasion shall not be construed as a bar or waiver of any rights or remedies on future occasions. No agreement with or representation made by any employee of the Bank that is in conflict with this Agreement will be binding on the Bank unless contained in a written modification or addendum of this Agreement signed by an authorized officer of the Bank. Except, as provided in Section 3, paragraph titled SECURITY PROCEDURES FOR SYSTEMS & SERVICES, for purposes of this Agreement, only an officer with the title of EVP or above has the authority to execute any such modification or addendum and absent the foregoing any such modification or addendum shall be null and void.  The rights and remedies under this Agreement are cumulative and not exclusive of any rights or remedies which the Bank would otherwise have.  
50. Severability. If any term or provision of this Agreement conflicts with the law under which this Agreement is to be construed or if any provision of this Agreement is held invalid or unenforceable in any jurisdiction, that provision will be deemed to be restated to reflect as nearly as possible the original intentions of the parties in accordance with Applicable Law. The remaining terms and provisions of this Agreement and the application of the challenged provision to persons or circumstances other than those as to which it is invalid or unenforceable will not be affected thereby, and each of those provisions will be valid and enforceable to the full extent permitted by law.
51. Use of names.  Neither the Client nor the Bank shall display any name, trademark or service mark of the other without the other party’s prior written consent. Neither party will use the other’s name or refer to the other party directly or indirectly in any solicitation, marketing material, advertisement, news release or other publication without receiving the other party’s specific prior written consent for each such use or release, except that the Bank may use the Client’s name as a reference in service proposals or in published Client lists, if any.
52. Force Majeure.  Neither party shall be liable for the non-performance hereunder to the extent such performance is prevented by any of the following: fire, earthquake, hurricane, tornado, flood, explosion, embargo, war, terrorism, riot, government restriction(s), act of God, act of public enemy, pandemic, or by reason of any other cause beyond such party’s reasonable control (“Force Majeure Event”).  Each party’s obligation to perform timely shall be excused to the extent such performance is prevented by a Force Majeure Event.  Except to the extent of fees due the Bank or some other obligation that survives termination, in the event that non-performance by a party continues for thirty (30) calendar days after the Force Majeure Event, the other party may immediately terminate this Agreement upon written notice to the non-performing party.
53. Headings. Section or paragraph headings in this Agreement are for convenience or reference only and shall not control or affect the meaning or construction of any of the provisions of this Agreement.  
54. Survival. The provisions of paragraphs b., c., d., e., i., j., k., l., m., n., s., u., v., w., x., y., z., aa., bb., cc., dd., ee., ff., gg., ii., jj., kk., ll., mm., nn., oo., rr., ss., vv., ww., xx., yy., zz., aaa., and bbb. of this Section shall survive termination of this Agreement or termination of your access to the Services / Systems.

4. ACCOUNT INQUIRY, STOP PAYMENT, CHECK REORDER, & FILE FORMAT SERVICES  

If the Client, uses the Account Inquiry, Stop Payment, Check Reorder, or File Format Service, then the client agrees to be bound by the terms and conditions set forth herein.  

1. Eligible Account Inquiry.  This Service allows the Client to view current balance, activity, and transaction records for the Client’s Eligible Account(s).
2. Stop Payment.  Service allows the Client to make online requests to stop payment on Checks issued by the Client.  
3. Request a Stop Payment. The Client may utilize TTS to initiate stop payment orders with respect to certain Checks. The Client understands and agrees that prior to placing the stop payment order they must ensure the item / Check has not already cleared / been paid out of their Eligible Account. The Bank will use reasonable care in acting upon the Client’s stop payment orders.  However, the Client understands and agrees that the Bank shall in no way be liable in the event that a Check subject to a stop payment order is paid within 24 hours of when the order is submitted to the Bank.  The Client further understands and agrees that each stop payment request will remain in force for a period of six (6) months, at which time it will expire, and that any six (6) month renewals (or portion thereof) shall be subject to a charge as set forth in the Bank’s Schedule of Fees in effect from time to time.  The Client hereby agrees to hold the Bank harmless for any stop payment amount as well as for expenses and costs incurred by the Bank as a result of refusing payment of a Check subject to a stop payment order.  

Additionally, the Client understands and agrees that the Bank may disregard any stop payment order, or any renewal or withdrawal that is not submitted by the Client or a Designated User of the Client or in such a manner as to afford the Bank a reasonable opportunity to act on it.  In addition to the above, the Client acknowledges and understands that any prior verbal stop payment orders communicated to the Bank by the Client are not valid or recognized by the Bank.

4. Check Order.  Check order gives the Client’s Users convenient access to their check vendor's site to reorder business and personal Checks and deposit slips for entitled checking or savings accounts.
5. File Creation.  This Service allows the Client to convert Eligible Account information into different formats.   f.         Important definitions with respect to this Section:

1. Available Balance: Current Balance of the Eligible Account minus Holds, Float (defined below), and Memo Posted Debits plus Memo Posted Credits.
2. Business Day:  See Section 2, DEFINITIONS.
3. Current Balance: The Eligible Account balance is the result of the total debit and credit activity as of a specific date and time for all Eligible Account(s).  However, it is important to note, available funds / balance may be different from Collected Funds / balance.  
4. Float: Dollar amount of deposited items that are in the process of collection from the drawee banks. Also known as uncollected funds.
5. Hold: A restriction on payment of all or any part of the balance in an account.
6. Memo Posted Debits: Any debits being posted to the account for the Business Day.  For example, ACH debit transactions, internal transfers, and teller cashed Checks.  
7. Memo Posted Credits: Any credits being posted to the account for the Business Day.  For example, ACH credit transactions and internal transfers.

7. Send and receive messages (to and from the Bank). The Bank will provide message services for general inquiries and under no circumstance shall the Bank be responsible for any delay of messages.  The Client, Administrator and Users are responsible for periodically checking messages sent by the Bank.
8. The Bank warrants that it will exercise reasonable care in the performance of its obligations under this Section.  Because of the extreme difficulty of fixing actual damages for any failure of the Bank to perform its obligations hereunder, or from any failure of the Bank to perform any obligations imposed by law, the parties agree that the Bank’s liability hereunder for an uninsured loss, if any, shall be limited to liquidated damages and not a penalty in the amount of the fees paid by the Client to the Bank for the two (2) calendar months immediately preceding the month in which the event occurred that gave rise to damages.  The parties agree that this would represent a reasonable measure of damages, based upon the parties’ experience with these Services.  The provisions of this paragraph apply even though the loss or damage, irrespective of cause or origin, results, directly or indirectly, either from performance or non-performance of obligations imposed by this Agreement.
9. Survival. The provisions of paragraphs c. and h. of this Section shall survive termination of this Agreement or termination of your access to the Services / Systems.

5. ACH SERVICES

If the Client uses the ACH Service, then the Client agrees to be bound by the terms and conditions set forth herein.  There are aspects related to this Service (i.e., ACH debit Entry authority) that are subject to the Bank approval, at its sole discretion, and said approval may impact dollar and/or other limits applicable to the Service. All capitalized terms not defined herein, in Section 2, DEFINITIONS, shall have the meaning given to them in the Rules.

1. Compliance with Rules.  The Client acknowledges receipt of a copy of the Rules or has access to a copy of the Rules. The Client agrees to comply with and be bound by the Rules.  The Client acts as Originator and the Bank acts as ODFI, as those terms are defined in the Rules.  In the event the Client violates any of the applicable Rules and NACH imposes a fine on the Bank of the Client’s violation, the Client agrees that the Bank may charge the fine to the Client.  Notwithstanding any provision in the Agreement to the contrary, the Bank reserves the right to suspend use of the Service by the Client or any related Third-Party Senders for breach of the Rules.
2. Transmittal of Entries. Unless otherwise notified by the Bank, the Client will transmit all Entries to the Bank, on or before the Cut-Off Time, as provided below, for Entries to be processed on that Business Day.  The Client will conform all Entries to the format, content and specifications contained in the Rules.  The Client authorizes the Bank to transmit all Entries received by the Bank from the Client in accordance with the terms of this Agreement and to credit or debit Entries to the specified Eligible Account(s), as approved by the Bank and communicated to the Client.  At the Bank’s sole discretion, it may require transmittal verification from the Originator prior to initiating an ACH file.  The Client agrees that the effective date for the ACH must be accurate to ensure processing

on intended date.  The Client acknowledges that an effective date of entry containing a stale date or invalid date may cause the ACH to inadvertently be processed on the next available processing opportunity, which may be same day or next day processing.  Client agrees that if an ACH Entry is processed as a Same Day ACH, due to stale or invalid date of entry, the applicable fees will be imposed and shall be valid.  Treasury Management Services fees will be provided by Treasury Management to the Client or can be found in the monthly statements or analysis statement.  Types of transactions that will be permitted by the Client and/or Client as TPS will be communicated to Client.  

3. The Bank’s obligations. In a timely manner and in accordance with the Rules, the Bank will process, transmit, and settle for the Entries received from the Client, which comply with the terms of this Agreement.  
4. Reinitiation of Entries. The Client may not reinitiate entries except as prescribed by the Rules.
5. Representations and Warranties.  With respect to each and every Entry initiated by the Client, the Client represents and warrants to the Bank and agrees that:  

1. Each Entry is accurate, is timely, has been appropriately authorized by the party whose account will be credited or debited, and otherwise complies with the Rules;
2. The Client makes the same warranties to the Bank as the Bank makes under Section 2.4 (or any successor Section) of the Rules;
3. Each debit Entry is (i) for a sum which, on its respective settlement date, is owed to the Client by the party whose account will be debited, (ii) for a sum specified by such party to be paid to the Client, or

(iii) a correction of a previously transmitted erroneous credit Entry; iv. The Client has complied with all disclosure, notice and pre-notification requirements of the Rules and

Applicable Law, including but not limited to acting on any changes or returns reported;  

5. The Client must post a notice at the point-of-sale, payment location, billing statement, etc., as required by Applicable Law, when a client Check is going to be converted to a one-time electronic payment;
6. The Client will comply with the terms of the EFTA if applicable;
7. The Client will retain the original or copy of their Client’s authorization record as required by the Rules for a period of not less than two (2) years after termination or revocation of such authorization and will, upon request of the Bank, furnish such original or copy to the Bank.  viii. The Client will adhere to the Rules regarding the initiation of higher risk transactions (i.e., those designated by the following SEC code: internet-initiated Entries (“WEB”), Point-of-Purchase (“POP”), Eligible Account Receivable (“ARC”), International ACH (“IAT”), and Telephone-Initiated Entries (“TEL”). All transmittal, security, and authorization requirements must comply with the Rules.  Should the Client commence Entries in any of the above SEC codes, then the Bank reserves the right to conduct additional due diligence, underwriting, and/or disapprove the processing of any such Entries.

6. International ACH Entries (“IAT”).  ACH Entries coming from an originator or going to a recipient outside the United States jurisdiction (if available) are subject to greater scrutiny and verification against OFAC’s list of SDNs.  This action may delay and/or prevent settlement of funds.  The Client will assist the Bank to clear any such matches against the SDN list, consistent with its obligations under U.S. law and this Agreement.  In addition, specific data entry elements will be required in order to complete an IAT in accordance with the Bank Secrecy Act.
7. Provisional credit. Client acknowledges that the Rules make provisional any credit given for any Entry until the financial institution crediting the account specified in the Entry receives final settlement. If the financial institution does not receive final settlement, it is entitled to a refund from the credited party and the Originator of the Entry shall not be deemed to have paid the party.
8. Settlement. The Client will maintain an Eligible Account with the Bank at all times during the term of this Agreement. The Client will maintain in the Eligible Account, as provided by the Bank to the Client upon setup of Service, available funds sufficient to cover all credit Entries initiated by it. The Client agrees to maintain a balance to cover returns and adjustments to prior funds credited.  the Bank may debit any account maintained by the Client at this Bank or secure necessary collateral to satisfy any amount owing to the Bank.  
9. Exposure limits. See Section 3, paragraph titled Exposure Limits.  
10. Cut-off Time. TTS ACH entries/files or those using the Secure FTP Service Provider (e.g., MoveIt or other Secure FTP) must be received by the Bank by its Cut-Off Time, as said times are provided in the System / Service or as communicated by the Bank to you.  The Bank will give the Client reasonable notice of any change to said CutOff Time.  Any ACH entries/files and/or the Secure FTP Service Provider (e.g., MoveIt (or other Secure FTP)) received after the Cut-Off Time will be treated by the Bank as received on the following Business Day.
11. Processing, Transmittal and Settlement by the Bank.  

1. Except as provided below, ‘On-Us Entries’ and ‘Rejected Entries’, the Bank shall (i) process Entries received from the Client 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.
2. the Bank shall transmit such Entries to the ACH operator by the Bank’s deadline and for purposes of timely processing the Client’s debit and credit Entries.  The Client must submit all Entries by the CutOff Times, as provided for herein.  For purposes of this Agreement, Entries shall be deemed received by the Bank, when the transmission (and compliance with any related Security Procedures provided for herein) is completed as provided for in this Agreement.
3. If any of the requirements above are not met, the Bank shall use reasonable efforts to transmit such Entries to the ACH operator by the next deposit deadline of the ACH operator.

12. On-Us Entries. Except as provided in the paragraph below titled Rejected Entries, in the case of an Entry received for credit or debit to an account maintained with the Bank (an “On-Us Entry”), the Bank shall credit or debit the Receiver’s account in the amount of such Entry on the Effective Entry Date contained in such Entry, provided the requirements set forth in paragraph 12)b) are met.  If either of those requirements is not met, the Bank shall use reasonable efforts to credit or debit the Receiver’s account in the amount of such Entry no later than the Next Business Day following such Effective Entry Date.
13. Rejected Entries. The Bank shall reject any Entry, including an On-Us Entry, which is not in compliance with the terms of the Agreement or the Rules. the Bank shall notify the Client by e-mail, telephone, fax, or through the Service of such rejection no later than the Business Day such Entry would otherwise have been transmitted by the Bank to the ACH or, in the case of an On-Us Entry, its effective entry date. The Bank shall have no liability to the Client by reason of the rejection of any Entry or the fact that such notice is not given at an earlier time than that provided for herein. Notices of rejection shall be effective when given. the Bank shall retain the right to reject any On-Us Entry transaction for any valid reason, including but not limited to insufficient funds or revoked authorization.  
14. Notice of Return Entries.  The Bank will generally notify the Client via the Service or Eligible Account records (e.g., online daily) of the receipt of a returned entry from the ACH Operator one Business Day after the Business Day of such receipt.  
15. Notifications of Change. The Bank will notify the Client of all notifications of change received by the Bank relating to Entries transmitted by the Client electronically in the System no later than two (2) banking days after receipt thereof. It is the responsibility of the Client to make the requested changes within six (6) banking days or prior to the initiation of the next live Entry, whichever is later with the following exceptions: (a) the Originator may choose, at its discretion, to make the changes specified in any NOC or corrected NOC relating to ARC, BOC, POP, RCK, XCK and single entry TEL or WEB, (b) in the case of CIE and credit WEB entries, the ODFI or Third-Party Service Provider is responsible for making the changes and (c) for an NOC in response to a prenote, the Originator must make the changes prior to originating a subsequent entry if the ODFI receives the NOC by opening of business on the second (2) Banking Day following the settlement date of the prenotification entry.
16. File/Entry Cancellation or Amendment. The Client shall have no right to cancel or amend any Entry after its receipt by the Bank. However, the Bank shall use commercially reasonable efforts to act on a request by the Client to cancel an Entry before transmitting it to the ACH operator or crediting an On-Us Entry.  The Bank shall have no liability if it fails to effect the cancellation. The Client shall reimburse the Bank for any expenses, losses, or damages the Bank may incur in effecting or attempting to effect the cancellation or amendment of an Entry.
17. Inconsistency of Name and Eligible Account Number. The Client acknowledges and agrees that, if an Entry describes the Receiver inconsistently by name and account number, payment of the Entry transmitted by the Bank to the RDFI may be made by the RDFI (or by the Bank in the case of an On-Us Entry) on the basis of the account number supplied by the Client, even if it identifies a person different from the named Receiver, and that the Client’s obligation to pay the amount of the Entry to the Bank is not excused in such circumstances.
18. Prenotifications. The Client may send prenotifications three (3) Business Days prior to initiating the first entry to a particular account.  After the Client has received notice that any such entry has been rejected by the RDFI, the Client will not initiate any entry to such Client prior to making necessary corrections.
19. Notice of Rejected Entries & Requests to Correct Information (NOCs). The Client can use TTS to verify the status of Entries and confirm if they have been rejected by searching for uploaded ACH files based on their unload date. the Bank shall have no obligation to retransmit a returned Entry if the Bank complied with the terms of this Agreement with respect to the original Entry. If a Client returns any transaction, then it is the Client’s responsibility to collect any funds that are owed.  In the event an Entry is returned for correction, the Client agrees to make said correction before transmitting subsequent live Entry to the Receiver. The Client agrees not to originate a transaction where authorization has been revoked.  In the event, a return Entry or NOC sent to the Client is in error, the Client will notify the Bank within one Business Day of Entry receipt.
20. Debits not as authorized.  If an unauthorized debit Entry is confirmed in writing by the recipient, the recipient will have the right, unless waived in accordance with the Rules, to have the amount of such debit Entry immediately credited to the recipient’s account by the RDFI as set forth in the Rules.  The Client’s Eligible Account will be debited for the amount thereof and / or Client agrees that said amount is owed to the Bank.
21. Return Threshold Tolerances.  It is the Client’s responsibility as the originator, in agreement with Rules provided to originators annually, to comply with the requirement of remaining below the return threshold tolerance levels for each calendar month.  The Client’s unauthorized rate return must be below the 0.5% threshold tolerance for unauthorized ACH returns.  The Client must ensure to maintain a debit return rate under the 3% threshold tolerance for account data errors or administrative returns (i.e., account closed, account not found).  Furthermore, the Client must ascertain to keep the overall return rate levels under 15% for all return entries (i.e., non-sufficient funds, uncollected funds, stop-payments, incorrect transaction codes, etc.) excluding return Checks, except to the extent the Bank is provided documented reasons why an amount above that level is legitimate and acceptable to it.  The Client should have procedures for collecting authorizations with accurate information requests from the financial institution.  Except as provided previously, the Bank cannot have a Client reach any of the threshold tolerances.  If the Client is near or reaches an undesirable threshold during a calendar month, the Bank may terminate the client’s ACH services.
22. Third-Parties.  The Client shall assume full liability for any action taken by any Third-Party processor used by the Client at its discretion to initiate entries on its behalf.
23. Reversing Entries. The Client shall notify the Receiver that a reversing entry have been transmitted to the Receiver’s Eligible Account no later than the settlement date of the reversing entry.  This notification may be made by the Client’s method of choice (fax, telephone, etc.)
24. Remakes of rejected Entries or files.  If any entry or file is rejected due to improper processing or unexcused delays by the Bank, the Bank will remake such entry or file and re-send it.  If such entry of file was rejected as a result of improper processing or the supplying of incomplete information by the Client, the Client will remake the entry or file, or supply the Bank with complete information for remaking the entry or file, at the Client’s expense, and the Bank will send such entry.
25. Contingencies. In the event the Client cannot create or transmit an ACH file due to hardware or communications outage, it is the responsibility of the Client to have contingency procedures in place.  In the event the Bank cannot process the file through normal channels, every reasonable effort will be taken by the Bank to find alternate means to process the file.  
26. Prefunding (available / Collected Funds). Unless agreed to in writing / approved by the Bank, pre-payment / prefunding (available / Collected Funds) by the Client for Entries shall be required.  As a result, the following additional terms apply:

1. The Client 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 discretion, may determine.  Unless otherwise agreed to in writing by the Bank, the Client shall have available / Collected Funds in the funding Eligible Account by no later than the Cut-Off Time provided in the Service or as communicated by the Bank to the Client on the day in which the Bank is to process a credit Entry.  Credit Entries for which the funding Eligible Account does not have available / Collected Funds at 8 am, may be processed, at the Bank’s sole discretion, and the Client shall indemnify and hold the Bank harmless (as provided in Section 3, paragraph title Indemnification for the Client’s failure to pre-fund the Eligible Account.  
2. The Client will be notified either by their Relationship Manager or via e-mail notification if an ACH file is rejected due to insufficient funds availability in the Eligible Account.
3. The Client shall promptly pay the Bank the amount of each debit Entry returned by an RDFI that was transmitted by the Bank pursuant to this Agreement.
4. The Bank shall pay the Client the amount of each debit Entry transmitted by the Bank pursuant to this Agreement at such time within two (2) days of the Settlement Date with respect to such debit Entry as the Bank, in its sole discretion, may determine, and the amount of each On-Us Entry at such time within two (2) days of the effective date with respect to such Entry as the Bank, in its sole discretion, may determine.
5. The Bank shall promptly pay the Client the amount of each credit Entry returned by an RDFI that was transmitted by the Bank pursuant to this Agreement.

27. Unauthorized Entry Fee.  An Originator, including the Client, that submits an unauthorized ACH origination Entry will be subject to a fee for each entry item, in agreement with the Rules and, as provided in the Treasury Management fee schedule, your statement or the account analysis statement.  The fee is separate and distinct from charges by an ACH Operator for any product or service that they may provide. The fee applies to the Originator that initiated the unauthorized ACH transaction.  The fee, if applied, will be reflected on the Client’s account analysis statement.  
28. ACH Tax Payment Service.  Upon written request, the Bank may approve the Client to initiate tax Entries using Eligible Account(s), subject to applicable fees and charges, as will be disclosed to the Client, and in accordance with the following additional terms and conditions:

        i.         The Client warrants:

1. It has enrolled in the Electronic Federal Tax Payments System (“EFTPS”) with the Internal Revenue Service and has selected the ACH credit option;
2. All special requirements of the EFTPS system have been met, including the generation of all prenotification Entries before the first tax payment is sent;  
3. If it is generating the tax payment, it will use the “CCD” format with a “TXP” addenda record as required, as such terms are defined in the Rules (if tax payment is generated by Bank, this provision does not apply); and
4. It will transmit all tax payment Entries (or tax payment information) to Bank at the location, on or before the Internal Revenue Service’s prescribed deadline and will conform all Entries to the format, content, and specifications contained in the Rules.

2. The Bank’s obligation.  In a timely manner and in accordance with the Rules, the Bank will process, transmit, and settle for the ACH Entries received from the Client, which comply with the terms of this Agreement, including the agreed upon Security Procedures.
3. The Bank shall not be liable to the Client for any interest or penalties assessed due to Force Majeure Event, communication outages, or commercially reasonable hardware or software problems.  the Bank will make every commercially reasonable effort to assist the Client in the event of such failures but the parties agree that no liability to the Bank shall derive there from.

29. Same Day ACH Processing.  If the Client selected Same Day ACH Processing and / or uses the same, then the Client agrees to be bound by the following additional terms and conditions as provided below.  

i. Transmittance of Entries. For an ACH entry to be eligible for Same Day ACH Processing, the entry must not be over $1,000,000 or the Client’s assigned exposure limit (whichever is less) and must not be an International ACH Transaction (IAT).  To identify an entry as a Same Day ACH entry, the Client must put the current day’s date in the Effective Entry Date field.  Entries submitted with a stale or invalid Effective Entry Date will settle at the earliest opportunity.  The Client will conform all Entries to the format, content and specifications contained in the Rules for Same Day ACH.  The Client authorizes the Bank to transmit all Entries received by the Bank from the Client in accordance with the terms of this Agreement and to credit Entries to the specified Eligible Account(s), as approved by the Bank and communicated to the Client.  The Client agrees that the effective date of Same Day ACH must be accurate to ensure same day processing.  Any entry that is coded as a same-day transfer, but is not submitted timely or correctly will be settled the next Business Day (i.e., processed as a next-day Entry). The Client acknowledges that an effective date of Entry containing a stale date or invalid date may cause the Same Day ACH Entry to inadvertently be processed on the next available processing opportunity, which may be the next Business Day.   ii. To further identify Same Day ACH Entries, the Bank requires the Client to enter the following detail in the Client Descriptive Date field:

• SD 1300 – to indicate the Client’s desire for settlement to take place at 1:00 pm ET •         SD 1700 – to indicate the Client’s desire for settlement to take place at 5:00 pm ET
• SD 1800 – to indicate the Client’s desire for settlement to take place at 6:00 pm ET

3. The Bank’s obligation.  If the Client meets all requirements for Same Day ACH Entry as set forth in the Rules and this Agreement, and absent circumstances described below, the Bank will process the ACH Entry on the same day.
4. Fees for Same Day ACH.  Fees for Same Day ACH will be provided to Client by the Bank, reflected in the System, monthly Eligible Account statements or the analysis statements.  
5. The Bank shall not be liable to the Client and the Client agrees to indemnify and hold harmless the Bank, consistent with Section 3, paragraph titled Indemnification, with respect to any Force Majeure Event, communication outages, or commercially reasonable hardware or software problems in processing a Same Day ACH.  the Bank will make every commercially reasonable effort to assist the Client in the event of such failures but the parties agree that no liability to the Bank shall derive there from, other than reimbursement of any fee charged in connection with the associated Same Day ACH Entry(ies).    vi. Limitations on Same Day ACH Processing:

1. Must not be over $1,000,000 or the Client’s assigned exposure limit (whichever is less);
2. IATs are not eligible for Same Day ACH Processing; and  
3. The Federal Government will not be eligible for same day settlement and will continue to settle on further date regardless of submission date and time.  Therefore, the Client will not be able to send payments for tax withholdings or other purposes to the Federal Government on the same day.

30. Audit.  Upon reasonable notice and at a convenient time for both parties, the Bank directly or via its auditors, accountants, attorneys or other agents has the right to audit the Client’s controls, procedures and compliance with the Rules, this Agreement, and Applicable Law.  This includes all Originator obligations such as, but not limited to, the Client shall obtain all consents and authorizations required under the Rules and shall retain such consents and authorizations for two (2) years after they expire. Authorizations must comply with the Rules and the appropriate SEC code must be used based on the Receiver and method of authorization. The Client agrees to provide the information requested by the Bank promptly upon request and understands findings of the Bank, or its auditors, accountants, attorneys and other agents must be corrected within a reasonable period as agreed to by the parties.
31. ACH Positive Pay Service.  The ACH Positive Pay Service helps mitigate the risk of fraud by allowing the Client’s assigned Users to review ACH exceptions and make decisions to pay or return them.  If the Client selected the ACH Positive Pay Service and / or uses the same, then Client agrees to be bound by the terms and conditions set forth herein.

        i.         How ACH Positive Pay works:

1. Client’s Users can establishment payment rules.  Payment rules are conditions that determine whether transactions are debited from Eligible Accounts or blocked. If a transaction matches a payment rule it is processed normally and sent to post. If a transaction does not match a payment rule it is blocked. Client’s Users can review ACH exceptions and decide to pay or return them.
2. An exception is any ACH debit transaction that is blocked because it did not match the criteria defined in payment rules.
3. Client’s Users can create new payment rules based on exceptions they have decided to pay to prevent future exceptions from being generated for the originating companies.

        ii.         ACH Payment Rules:

1. A payment rule prevents future exceptions from being generated for an originating company. Payment rules can be added, edited, and deleted via the Manage Exceptions page during the ACH exception decision window which will be provide in the Service or communicated to you up request.  
2. If multiple payment rules are set up for an originating Client, the most restrictive maximum amount and ACH transaction type settings will be applied to future ACH debit transactions. For example, if a payment rule is set up for Eligible Account #1 with a maximum amount of $50.00 for all transaction types and another rule is set up with a maximum amount of $100.00 for the CCD transaction type, only CCD debit transactions with amounts of $100.00 or less will be allowed.

3. Changing, deleting, or viewing existing ACH Payment Rule.  Payment rules can be changed or deleted within the times provided in the Service or as communicated by the Bank to you. Existing payment rules can be viewed in Eligible Account Services / ACH Positive Pay / Payment Rules.
4. ACH Payment Decisions. Decisions are actions that the Client’s Users take on ACH payment exceptions that determine whether the exceptions are paid or returned.  The Client’s Users can make decisions on ACH exceptions within the times provided in the Service or as communicated by the Bank to you. ACH exceptions with a pay decision are added to your list of originator company payment rules automatically. By default, the payment rule is set up with No maximum for the Maximum Amount and ALL - Select

All for the ACH Transaction Type (ACH entry class). Decision types include Pay, Return, Pending Decision, & Default, and each is defined in the Service.  

5. Alerts Available to the Client Users:  

1. ACH Positive Pay:  Notifies you when there are exceptions that require attention.
2. ACH Positive Pay Exception Reminder:  Notifies you an hour before the decision window closes that there are exception items that do not have decisions.

vi. Decisions with respect to ACH Exceptions.  Decisions can be made on ACH exceptions within the times provided in the Service or as communicated by the Bank to you. If a decision is not made on an exception during this time frame, then the Bank’s default decision shall be applied of return all ACH exceptions.   vii. ACH Payment Rule – Realtime.  The Service allows you to establish payment rules that can be created on-demand without an exception being present.  Only prerequisites, the Approval role and Allow Transmit account entitlement are required to complete this the ACH Payment Rule on Realtime.  See user guide for assistance on the ACH Payment Rule – on Realtime.  These payment rule can be changed at any time. Realtime rules can be changed or deleted any time. Decisions are processed in real time after the final approval is placed. Decisions that have not been made by the User at the end of the current day’s decision window shall have the Bank’s default decision applied of return all ACH exceptions.  

32. ACH Block.

1. Description of Service.  Subject to the terms and conditions of this paragraph, the Bank shall provide the Service to Client, which allows Client to authorize or block ACH transfers to or from Client's deposit accounts at the Bank.  Client acknowledges and agrees that by instructing the Bank to block designated ACH Entries, the Bank shall dishonor and return all such blocked ACH Entries.
2. Transmitting and Processing ACH Block/Filter Instructions. Client, or its Designated Users shall provide ACH Block/Filter instructions (“Block / Filter Instructions”) to the Bank.  Amendments of the Block / Filter Instructions shall be by such method and in such format as the Bank shall specify. The Bank shall process Block / Filter Instructions received from Client in accordance with the procedures and requirements set forth herein.  The Bank shall be allowed a reasonable period of time in which to process the Block / Filter Instructions following their receipt from Client.  The Bank shall not be obligated to process Block / Filter Instructions unless all of the Bank's specified requirements and conditions have first been satisfied or waived by the Bank, in its sole and absolute discretion.  
3. Form of ACH Block/Filter Instructions.  Instructions may include any one or more of the following actions:

1. Client may block all ACH Debit and/or Credit Entries on its Eligible Account(s) for a specified period of time.
2. Client may authorize specified ACH Debit and/or Credit Entries to post against its Eligible Account(s) and block all others.
3. Client may block all ACH Debit and/or Credit Entries to its Eligible Account(s) (i) greater than a specified amount, (ii) from specified accounts, (iii) Client ID, and/or (iii) specified SEC Codes.
4. Client may authorize specified ACH Debit and/or Credit Entries to post on a single or recurring occasion.

        iv.         Limit of Liability.  

1. Dispute over Return of ACH Debit Entry.  Client acknowledges that the return of an ACH Debit Entry is subject to dispute on the part of the Sender.  In the event of such a dispute the Bank must act according to Applicable Laws, regulations, and the rules, including any attachments or appendices thereto now in effect, or as may be amended from time to time, of the Rules.  Client hereby agrees to indemnifies and holds the Bank harmless consistent with Section 3, paragraph titled Indemnification.  
2. Identification of ACH Transactions to Block. Client and the Bank acknowledge that ACH transactions are originated according to certain processing Rules which require the use of an Originator Name and Originator Identification Number imbedded in the transaction to identify its source, and this imbedded data is a critical component of the Bank's ability to monitor for transactions which Client desires to block. The Bank shall act in good faith to process Client’s Block / Filter Instructions.  However, if the identifying information in the transaction is inconsistent or is described inconsistently by Client in Block / Filter Instructions, the Bank shall be held harmless for posting an ACH transaction to Client’s account and any dispute related to such a transaction shall be between Client and the Originator of the transaction.  

v. Right to Suspend Services.  Without liability to any party, and without limiting any other right or remedy available to the Bank, the Bank shall be entitled to cease or suspend the Service, in whole or in part, in the Bank’s sole and absolute discretion and with or without notice to Client if Client shall fail to properly perform its duties, obligations, and responsibilities in connection with the Service, or commit any act or omission which impairs the Bank’s ability to provide or prevents the Bank from providing the Service.     vi. Examination of Eligible Account Statements.  Nothing in this Section of the Agreement shall be construed as relieving Client of its normal due diligence responsibilities regarding the examination of account statements and individual ACH debit transactions to detect exceptions outside the scope of the Service provided to Client hereunder.  The Bank shall not be liable for any loss arising from Client’s failure to exercise due diligence.  

33. Web Entry Origination.  The Client acknowledges the following provisions are necessary to initiate transactions using the SEC code identified as WEB for internet-initiated Entries.  These are the contractual responsibility for origination of transactions identified with the SEC code of WEB for internet-initiated/Mobile Entries.  The Client agrees to be bound by the Rules in effect to utilize the ACH Network to originate debit entries (either recurring or single Entry) to a consumer’s account pursuant to an authorization that is obtained from the Receiver via the internet or a Wireless Network.  The Client understands WEB entries are subject to the requirements of the Rules, the EFTA and the Federal Reserve Board’s Regulation E for consumer rights protection.  The Client agrees to the following additional terms and conditions for its use of WEB entries:

        i.         The Client Risk Management Requirements debit WEB entries:

1. The Client agrees to employ a commercially reasonable fraudulent transaction detection system.
2. The Client agrees to employ commercially reasonable methods of authentication to verify the identity of the Receiver.
3. The Client agrees to employ commercially reasonable methods of security technology to establish a secure internet session.

        ii.         the Bank’s Risk Management Requirements:

1. the Bank will monitor the creditworthiness of the Client on an on-going basis.
2. the Bank will establish an exposure limit for the Client.
3. the Bank will review that exposure limit periodically.
4. the Bank will monitor WEB entries initiated by the Client relative to its exposure limit across multiple Settlement Dates.

iii. The Client Annual Audit Requirements.  The Client is obligated to conduct an annual audit to ensure that the financial information it obtains from Receivers is protected by security practices and procedures that include, at a minimum, adequate levels of:

1. Physical security to protect against theft, tampering, or damage
2. Personnel and access controls to protect against unauthorized access and use (3) Network security to ensure secure capture, storage, and distribution. iv.         WEB Entry Definition:

1. The Client agrees to use the WEB SEC code only when initiating debit entries that have been authorized by the Receiver via the internet or a Wireless Network.
2. The Client agrees to use the WEB SEC code when initiating credit entries initiated by or on behalf of the holder of a Consumer Eligible Account that is intended for the consumer account of a Receiver, regardless of whether the authorization of such Entry is communicated via the internet or Wireless Network

5. Single-Entry vs. Recurring:

1. The Client understands a Single-Entry payment means a one-time transfer of funds initiated by an Originator in accordance with the Receiver’s authorization for a single ACH debit to the Receiver’s account.
2. The Client’s obligation for Recurring payments authorization means:

• Multiple entries based on an authorization provided by the consumer establishing a relationship with the Client for a specific type of activity, that are originated each time upon the specific instructions of the consumer:
• An Entry that has been set up to occur based on the Receiver’s authorization obtained via the internet or a Wireless Network at regular intervals without any additional intervention of the consumer.

6. Authorization Requirements:

1. The Client is obligated to obtain authorization prior to initiating a debit Entry.
2. Consumer must be able to read the authorization language displayed on a computer screen or other visual display.
3. The Client should prompt the consumer to print the authorization and retain a copy.
4. The Client must be able to provide the consumer with a hard copy of the authorization if requested to do so.
5. Only the consumer may authorize the WEB transaction, and not a TPS on behalf of the consumer.
6. The authentication method chosen must not only identify the consumer but also must demonstrate the consumer’s assent to the authorization.

7. Record Retention/Secure Storage of Payment Information:

1. The Client must retain a reproducible copy of the Receiver’s authorization document for each

WEB Entry for two years from the Settlement Date of the Single WEB Entry.  

2. The Client must retain a reproducible copy of the Receiver’s authorization document for each WEB Entry for two years from the revocation of authorization of the Recurring WEB Entry
3. The Client is required to provide copies of authorization document upon request of the Bank within five (5) business days of receipt of request.  
4. The Client is required to employ commercially reasonable procedures to securely store all banking information relating to WEB entries.  Upon request, Client will provide the Bank copies of the following:

• Data security procedures
• Authorized personnel access
• Physical security requirements
• Backup records method

8. ACH Data Security Requirements.  Data security obligations of the Client and the Bank for all ACH transactions that involve the exchange or transmission of banking information via an Unsecured Electronic Network require that such banking information be either:  

1. Encrypted using a commercially reasonable standard of encryption technology that complies with current, applicable regulatory guidelines, or
2. Transmitted via a secure session that utilizes a commercially reasonable standard of security technology that complies with current, applicable regulatory guidelines.

9. Compliance.  the Client agrees to accept liability for failure to comply with the Rules with regard to WEB entries.  the Bank agrees to provide training and education for the requirements of the Rules concerning WEB entries.
10. Reinitiation limits and restrictions:

1. Insufficient or uncollected funds may be reinitiated no more than two (2) times following the return of the original Entry.
2. Returns for any other reason must be remedied before reinitiating the item.
3. Entries must be reinitiated within 180 days of settlement date of the original Entry.
4. Entries returned as unauthorized may not be reinitiated unless the Originator obtains a new authorization after receipt of the return Entry.
5. Entries returned as ‘stop payment’ may not be reinitiated without consent of Receiver.

11. Regulation E Responsibilities.  the Client agrees it is bound by all consumer protection provisions of Regulation E, without exception.
12. Compliance.  The Client agrees to accept liability for failure to comply with the Rules with regard to WEB Entries.

34. TEL Entry Origination.  the Client acknowledges the following provisions are necessary to initiate transactions using the SEC code identified as TEL (Telephone-Initiated Entries).  These are the contractual responsibility for origination of transactions identified with the SEC code of TEL for Telephone-Initiated Entries.  the Client agrees to be bound by the Rules in effect to utilize the ACH Network to originate debit Entries (either recurring or single Entry) to a consumer’s account pursuant to an authorization that is obtained from the Receiver via TEL, and that: (i) TEL Entry is a Single-Entry or Recurring debit originated based on an oral authorization provided to the Originator by the Receiver and (ii) a separate oral authorization is required for each Entry to the consumer’s account using TEL Entries.  The Client understands that TEL Entries are subject to the requirements of the Rules, the EFTA and the Federal Reserve Board’s Regulation E for consumer rights protection.  The Client agrees to the following additional terms and conditions for its use of TEL Entries:

1. The Client Risk Management Requirements debit TEL Entries:

1. Verification of Identity of Receiver.  The Client must use commercially reasonable procedures to verify the identity of the Receiver.
2. Routing Number Verification.  The Client must use commercially reasonable procedures to verify that routing numbers are valid.
3. Single-Entry vs. Recurring:  

• The Client understands a Single-Entry payment means a one-time transfer of funds initiated by an Originator in accordance with the Receiver’s authorization for a single ACH debit to the Receiver’s account.
• The Client’s obligation for Recurring payments authorization means:

• Multiple Entries based on an authorization provided by the consumer establishing a relationship with the Client for a specific type of activity, that are originated each time upon the specific instructions of the consumer:
• An Entry that has been set up to occur based on the Receiver’s authorization obtained via the Telephone, at regular intervals without any additional intervention of the consumer.

2. The Client Relationship Requirement Options:

1. An existing relationship exists between the Client and the consumer.

• Written agreement in place for provision of goods or services.
• Consumer has purchased goods or services from the Client in past two years.

2. No existing relationship exists between the Client and the Consumer, but the Consumer has initiated the telephone call to the Client.

•         The Client may NOT initiate the telephone call to the consumer if there is NO existing relationship.

3. Authorization.  Adherence to Oral Authorization over the telephone:

1. The Client must state clearly during the telephone conversation that the consumer is authorizing an ACH debit Entry to his account.
2. The Client must express the terms of the authorization in a clear manner.
3. Receiver must unambiguously express consent (Silence is not expressed consent).

• Single-Entry TEL Authorizations o The origination must create a recording of the oral authorization that meets the requirements listed below or must send a written copy of the authorization to the Receiver prior to the Settlement Date of the Entry.

• The date on which or after which the ACH debit will occur; o         The amount of transaction; o         The receiver’s name; o         The account number to be debited; o         The telephone number for receiver to call with inquiries; o         The date of oral authorization;
• The statement by the Originator that the authorization obtained from the Receiver will be used to originate an ACH debit Entry to the consumer’s account.

• Recurring TEL Authorizations o The originator must create a recording of the oral authorization that meets the requirements listed below and must send a written copy of the authorization to the Receiver prior to the Settlement Date of the first Entry originated with the authorization.
• The oral authorization must: o be readily identifiable as an authorization of a recurring transfer from the

Receiver’s account; o state the terms of the recurring transfer clearly and in readily understandable terms;

o         evidence the Receiver’s identity; and  o         evidence the Receiver’s assent to the authorization.

        •         The authorization recorded by the Originator must include:

• the name or identity of the Receiver;
• a telephone number for Receiver inquiries that is answered during normal business hours;
• the date of the Receiver’s oral authorization; o         specific authorization language; o         the account to be debited; o         the timing, number and/or frequency of the debits; and
• the amount of the debit, or reference the method of determining the amount of recurring transfers.

4. Invalid Authorization Methods.  The Client agrees that VRU Capture of consumer’s authorization with key-entry responses by the consumer to input data and to respond to questions does not qualify as an oral authorization.  A VRU may be used by the consumer to key enter data and to respond to questions, provided that the actual authorization by the consumer is provided orally.
5. Individual Name Requirement.  The Client is required to provide the name of the Receiver in the Individual Name Field within each TEL Entry. vi. Reinitiation limits and restrictions:

1. The Client may not reinitiate insufficient or uncollected funds more than two times following the return of the original Entry.
2. Returns for any other reason must be remedied before reinitiating the item.
3. Entries must be reinitiated within 180 days of settlement date of the original Entry.
4. Entries returned as unauthorized may not be reinitiated without consent of Receiver.
5. Entries returned may not be reinitiated without consent of Receiver.

7. Regulation E Responsibilities.  The Client is bound by all consumer protection provisions of Regulation E without exception.
8. Compliance.  The Client agrees to accept liability for failure to comply with the Rules with regard to TEL Entries.  

ii. Survival. The provisions of paragraphs a., c., d., e., f., g., h., i., j., k., m., n., o., p., q., s., t., u., v., w., z., aa., bb., dd., ee., ff., gg., hh., and ii. of this Section shall survive termination of this Agreement or termination of your access to the Services / Systems.

6. BILL PAY

If the Client uses the Bill Pay Service, then the Client agrees to be bound by the terms and conditions set forth herein.   a. Description of Service. Bill Pay permits you to direct payments from your designated Eligible Account to third parties you wish to pay. Through the Bill Pay Service, you can pay bills from your Eligible Account to businesses or individuals. All payments you make will be deducted from the Eligible Account that you designate for the Bill Pay Service. Any payments you wish to make through this Service must be payable in U.S. dollars to a payee located in the United States. We reserve the right to restrict types of payees to whom payments may be made using the Service from time to time. You agree not to use the Bill Pay Service to make payments to settle securities purchases, tax payments, court ordered payments, payments to loan sharks, gambling debts, or payments otherwise prohibited by law. In no event shall we be liable for any claims or damages resulting from your scheduling of these prohibited payments. We have no obligation to research or resolve any claim resulting from a prohibited payment. All research and resolution for any misapplied, mis-posted or misdirected payments will be your sole responsibility.

2. Scheduling Payments. The date a Bill Pay payment starts processing is referred to in this Agreement as the “Payment Send On Date”. Funds must be available in your Eligible Account on the Payment Send On Date. If the Payment Send On Date does not occur on a Business Day, funds must be available in your Eligible Account the following Business Day. After funds are withdrawn from your Eligible Account to make a payment, we will remit those funds on your behalf to your Payee. We reserve the right to select the method of payment to such Payee (“Delivery Method”), including, but not limited to, an electronic transfer of funds to the Payee, or by mailing the payee a paper Check. The Delivery Method for a Payee is subject to change.

When you create a new payee in the Bill Pay, it takes two (2) business days to set up the payee to receive payments. You should schedule a payment to a new payee at least ten (10) business days before any Payment Due Date, to allow us time to set up the payee and verify information about your account with the payee. For all subsequent payments, you agree to allow at least five (5) to ten (10) business days between the Send on and the Payment Due Date. If the payment is an ACH electronic payment, it will take up to four (4) business days to reach the payee. However, if the Payee cannot accept an electronic payment, or the payment encounters delivery errors, payments to that Payee will be delivered by paper Check and such payment may take up to ten (10) business days. If you do not follow these time frames, you will be fully responsible for all late fees, finance charges or other actions taken by the payee.  

When scheduling payments you must select a Payment Send On Date that meets the criteria outlined above, but you should never allow for less than five (5) Business Days, taking into account any intervening non-Business Days, in which case you must add the number of intervening non-Business Days to the five (5) Business Days. For the sake of clarity, here is an example: your bill has a Payment Due Date of Monday January 1st and this is a holiday which falls on a Monday, you must Send on Friday December 22 because of the intervening weekend and holiday that are non-Business Days. Care must be taken to avoid a late payment should the Payee assess a late charge for not having received payment on the Payment Due Date, in such cases factoring for having the payment made by the last Business Day prior to the Payment Due Date would mean the Payment Send On Date should be December 22 or earlier.

You may choose to schedule payments to recur in the same amount at regular weekly, monthly, or semi-monthly intervals, see below:

1. Future payments. You may schedule the Payment Send On Date of a bill payment to be 365 days into the future. You must have sufficient available funds in the Eligible Account as of the Business Day immediately preceding the future Payment Send On Date selected. Future payments may be changed or canceled online until 10:00 p.m. Eastern Time of the Business Day before the Payment Send On Date.
2. Recurring payment. You may schedule a bill payment to be automatically initiated in a fixed amount by designating the bill payment as an automatic payment. You determine the date on which a bill payment is scheduled to be initiated within the automatic payment tab within a Payee. If the automatic payment date is a date that does not exist in a certain month, the bill payment will be initiated on the last Business Day of the month.
3. For example:

If you schedule a bill payment for the 30th of each month, the bill payment for the month of February will be initiated on or before the 28th of February. If the automatic payment date falls on a day other than a Business Day in any month, the bill payment will be initiated on the next Business Day.

If you schedule a Check to be issued on the 15th of each month, and the 15th is a Saturday or Sunday of that month, a Check will be issued on the first Business Day after the 15th. Thus, the actual Payment Send On Date for any month may not be the automatic payment date. Recurring Payments may be changed or canceled online until 10:00 p.m. Eastern Time of the Business Day before the Transaction Date.

3. Payment Authorization and Payment Remittance. By providing us with names and account information of Payees to whom you wish to direct payments, you authorize us to follow the payment instructions that we receive through the Bill Pay Service. In order to process payments more efficiently and effectively, we may edit or alter payment data or data formats in accordance with Payee directives.

When we receive a payment instruction, you authorize us to debit your Eligible Account and remit funds on your behalf so that the funds arrive as close as reasonably possible to the Deliver by date designated by you. You also authorize us to credit your Eligible Account for payments returned to us by any Payee, or payments remitted to you on behalf of another authorized user of the Bill Pay Service.

We will use best efforts to make all your payments properly. However, we shall incur no liability if we are unable to complete any payments initiated by you because of the existence of any one or more of the following circumstances:  

• If, through no fault of the Bank, your Eligible Account does not contain sufficient funds to complete the transaction or the transaction would exceed the credit limit of your established / authorized overdraft limits;
• The System wherein the Service resides is not working properly and you know or have been advised about the malfunction before you execute the transaction;
• The Payee’s failure to accept or process a payment due to a change in the Payee’s Delivery Method.
• You have not provided us with the correct Eligible Account information, or the correct name, address, phone number, or account information for the Payee; and/or,
• Circumstances beyond our control, for example a Force Majeure event that prevents the proper execution of the transaction.

Provided none of the foregoing exceptions are applicable, if your use of Bill Pay causes an incorrect amount of funds to be removed from your Eligible Account or causes funds from your Eligible Account to be directed to a Payee which does not comply with your payment instructions, we shall be responsible for returning the improperly transferred funds to your Eligible Account, and for directing to the proper Payee any previously misdirected transactions, and, if applicable, for any late payment related charges.

4. No Duty to Monitor Payments. The Bank is only responsible for exercising ordinary care in processing and sending payments upon your authorization in accordance with this Agreement. The Bank will not be liable in any way for damages you incur for any of the following reasons:

• Insufficient funds in your Eligible Account to make the payment on the Payment Send On Date; •         Delays in mail delivery;
• Changes to the Payee's address or account number unless we've been advised of the change in advance of the Payment Send On Date;
• The failure of any Payee to correctly account for or credit the payment in a timely manner; or
• Any other circumstances beyond the control of the Bank, for example a Force Majeure event.

For all entries made using the Bill Pay Service, the time recorded by the TTS Service will be considered the official time of the transaction.

If your Eligible Account does not have sufficient funds to make a payment as of the Payment Send On Date, Bill Pay will automatically block future Bill Pay Service until the account has sufficient funds to make the payment. The Bank will attempt to notify you by e-mail or U.S. Postal Mail, but the Bank shall have no obligation or liability if it does not complete a payment because there are insufficient funds in your Eligible Account to process a payment. In all cases, you are responsible for either contacting us as provided in Section 3, paragraph titled Errors, Disputes, and Questions, to either make alternate arrangements for the payment or reschedule the payment through the Bill Pay Service.

5. Cancel or Change Payment Instructions. Payments must be changed or canceled using the Bill Pay prior to the Cut-Off Time. There is no charge for canceling or editing a scheduled payment prior to the Bill Payment Cut-Off Time. Once the Bill Pay Service has begun processing a payment, you must submit a stop payment request in order to cancel such payment. The Bill Pay Cut-Off Time can be found on the Bank’s Website.   
6. No Signature Required. When any payment or other online Service generates items to be charged to your Eligible Account, you agree that we may debit your Eligible Account without requiring your signature on the item, and without prior notice to you. You agree that your authorization derives from your access to the Online Services through the agreed upon Security Procedures and your login and any authentication via the Valid Codes shall be deemed yours and you agree to hold us harmless consistent with Section 3, paragraph titled Indemnification.
7. Multiple Person Bill Pay Eligible Account(s). If more than one person / User has access to an Eligible Account, than each person / User may have access conduct transactions through the Bill Pay Service.  
8. Failed or Returned Transactions. In using Bill Pay, you are requesting us to make payments for you from your Eligible Account. If we are unable to complete the transaction for any reason associated with your Eligible Account (e.g., there are insufficient funds in your Eligible Account to cover the transaction), the transaction will not be completed. In some instances, you will receive a return notice through Bill Pay. In such case, you agree that:

• You will reimburse Bill Pay or the Bank the transaction amount that has been returned to us immediately upon demand;
• For any amount not reimbursed to Bill Pay within fifteen (15) days of the initial notification, a late charge equal to 1.5% monthly interest or the legal maximum, whichever rate is lower, for any unpaid amounts may be imposed;
• You will reimburse Bill Pay or Bank, as applicable, for any fees incurred as a result of the return;
• You will reimburse the Bill Pay or Bank, as applicable, for any fees it incurs in attempting to collect the amount of the return from you; and,
• Bill Pay is authorized to report the facts concerning the return to any credit reporting agency.

9. Bill Delivery and Presentment. You and/or your Payees may elect for you to receive electronic bills from such Payees, as opposed to paper bills. The delivery and receipt of bills or statements from such Payees is governed by the terms of your relationship with such Payee and we shall have no responsibility or liability whatsoever to anyone in connection with the delivery or receipt of such bills or statements. This Agreement does not alter your liability or obligations that currently exist between you and your Payees. It is your sole responsibility to contact your Payees directly if you do not receive your statements. The Bill Pay Service includes a feature in which the electronic delivery of statements by participating Payees is integrated with the processing of the payments to such Payees. This feature may be automatically implemented from time to time without being initiated by you, provided that you have the right to opt out of such electronic bill delivery at any time. If you elect to activate the Bill Pay Service’s electronic bill features or do not opt out of such feature, you also agree to the following:

• Information provided to the Payee. We are unable to update or change your personal information such as, but not limited to, name, address, phone numbers and e-mail addresses, with the electronic Payee. Any changes will need to be made by contacting the Payee directly. Additionally, it is your responsibility to maintain all usernames and passwords for all electronic Payee sites. You also agree not to use someone else's information to gain unauthorized access to another person's bill.
• Activation. Upon activation of the electronic bill feature, we may notify the Payee of your request to receive electronic billing information. The presentment of your first electronic bill may vary from Payee to Payee and may take up to sixty (60) days, depending on the billing cycle of each Payee. Additionally, the ability to receive a paper copy of your statement(s) is at the sole discretion of the Payee. While your electronic bill feature is being activated, it is your responsibility to keep your accounts current. Each electronic Payee reserves the right to accept or deny your request to receive electronic bills.
• Notification. You may receive notifications by e-mail to the e-mail address listed for your account in addition to notification within the Bill Pay Service. 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 log in to the Bill Pay Service and check on the delivery of new electronic bills. The time for notification may vary from Payee to Payee. You are responsible for ensuring timely payment of all bills.
• Cancellation of electronic bill notification. The electronic Payee 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 Payee to Payee. It may take up to sixty (60) days, depending on the billing cycle of each Payee. We will notify your electronic Payee(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. We 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 us harmless, consistent with Section 3, paragraph titled Indemnification, should the Payee fail to deliver your statement(s). Copies of previously delivered bills must be requested from the Payee directly.
• Accuracy and dispute of electronic bill(s). We are not responsible for the accuracy of your electronic bill(s). We are only responsible for presenting the information received from the Payee through the Bill Pay Service. Any discrepancies or disputes regarding the accuracy of your electronic bill summary or detail must be addressed with the Payee directly.

10. Payee Limitation. We reserve the right to refuse to pay any Payee to whom you may direct a payment. We will notify you promptly if we decide to refuse to pay a Payee designated by you. This notification is not required if you attempt to make a prohibited payment under this Agreement.
11. Returned Payments. In using the Bill Pay Service, you understand that Payees and/or the United States Postal Service may return payments to us for various reasons such as, but not limited to, Payee's forwarding address expired; Payee account number is not valid; Payee is unable to locate account; or Payee account is paid in full. We will have the option either to research and correct the returned payment and return it to your Payee, or void

the payment and credit your Bill Pay Account. We will notify you as to the status of any payment returned to the best of our knowledge.  

12. Information Authorization. Your enrollment in Bill Pay Service may not be fulfilled if Bill Pay Service cannot verify your identity or other necessary information. Through your enrollment in the Bill Pay Service, you agree that the Bill Pay 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 we reserve the right to obtain financial information regarding your account from a Payee or your financial institution (e.g., to resolve payment posting problems or for verification).
13. Survival. The provisions of paragraphs c., d., e., f., g., h., i., j., and k., of this Section shall survive termination of this Agreement or termination of your access to the Services / Systems.

7. CHECK POSITIVE PAY

If the Client selects the Positive Pay and Reserve Positive Pay Service and / or uses the same, then the Client agrees to be bound by the terms and conditions set forth herein.

1. Positive Pay helps to prevent Check fraud by allowing the Client to make pay or return decisions on Checks presented for payment that differ from the reconciliation of the issue record on file. Positive Pay matches posted Check information with Check issue items like serial number, amount, and payee name (optional), and creates exceptions if discrepancies are found. For the sake of clarity, the Bank’s default setting in Positive Pay is return all exception items that are not decisioned with the established Cut-Off Time.  
2. Checks can differ from the Check issue record on file for, including but not limited to the follow common reasons:

1. Duplicate Item: Two or more Checks paid with the same serial number.
2. Amount Mismatch: The paid Check amount and the issued amount are not the same. iii.         Future Dated: The Check was paid on a date earlier than when it was issued. iv.         Posted Against Void: A paid Check matched a voided issue.

5. No Issue Found: A paid Check had no matching issue.
6. Serial Error: A paid Check is missing a serial number. For example, the serial number may not have been correctly read during processing. vii. Payee Mismatch: The payee’s name on the posted Check does not match the issued item. This Exception Reason is only applicable to companies that have the Payee Positive Pay service.

        viii.         Posted Against Stop: A paid Check matched a stopped issue.

3. Reverse Positive Pay Service. This is a variant of Positive Pays that allows the Client to examine every Check and make decisions to pay or return them. the Bank pay any Checks not decisioned by the Client.
4. The Client can have Positive Pay and Reverse Positive Pay services entitled; however, an Eligible Account can only be entitled to one of the services.
5. Duties and responsibilities of the Bank:

i. If the Client elects the Service, the Bank will provide to the Client, by a pre-established time (which will be provided to the Client in the Service or communicated by the Bank to you), each Business Day, an electronic report via TTS listing any Check serial number and dollar amounts that were presented for payment on the previous Business Day but which did not match corresponding issue records on file for that day’s posting (“Reported Checks”).  On a best-efforts basis, the Bank may send e-mail alert notifications to the Client with respect to Checks presented for payment and requiring a decision by the Client.  The Bank does not warrant the e-mail alert notification, and the Client should fully understand its duties and responsibilities, as delineated herein. ii. Subject to the terms and conditions contained herein, the Client authorizes the Bank to pay each Check that is contained in an issue record.  The Bank has authority to honor all Checks which match by serial number and amount to corresponding issue records on file. iii. The Bank will honor any Reported Checks that are not designated to be returned by the Client in the time and manner set forth herein. By a pre-established time (which will be provided to the Client in the Service or communicated by the Bank to you), each Business Day, the Client will intercept, dishonor and return any Reported Check found to contain an altered dollar amount, payee name, Check number, or similar discrepancy, etc. and any Reported Check that matches by serial number to a voided issue record.   iv. The Bank will use commercially reasonable efforts under the circumstances to respond promptly to proper requests by the Client for copies of Reported Checks, but the Client acknowledges that the Bank’s failure to provide such copies does not extend the deadlines by which the Client must notify

the Bank of its final decision on any Reported Checks that should be dishonored and returned by the Bank.  

6. Duties and responsibilities of the Client:  

i. Before using the Service, the Administrator shall establish Users authorized by the Client to perform certain duties in connection with the Service.  ii. The Client must supply the Bank the appropriate Check issue information for all properly issued and payable Check(s) in a timely manner (meaning prior to Check(s) being presented to the Bank for collection) via pre-approved and agreed upon communication method(s).  The Check issue information file may be delivered to the Bank for processing via agreed upon methods (e.g., TTS, Secure FTP

Service Provider, etc.)  iii. By a pre-established time (which will be provided to the Client in the Service or communicated by the Bank to you), each Business Day, the Client will inform the Bank of its final decision on any Reported Checks that should be dishonored and returned by the Bank.  The Client acknowledges that the default setting in the Service is to return Reported Checks; therefore, unless the Client changes such setting or affirmatively logs into the Service the pre-established time and makes a decision to pay a Reported Check(s), the Bank shall return the Check(s). The Bank will not be responsible, nor assume any liability for any Reported Checks negotiated for cash at any branch of the Bank which the Client instructs the Bank to dishonor after such Reported Check which matched by serial number to an issue record at the time the Check was cashed.   iv. Checks that the Client writes may be converted into electronic images (truncated) during the Check collection and return process. If the Client elects to have Checks printed by a vendor that has not been approved by the Bank, or uses check stock or features (e.g., security features) that cause critical data to disappear or to be obscured upon truncation, or make Checks out in a way (e.g., using a light colored ink) that causes critical data to disappear upon truncation, the Client shall bear all risk of loss. The Client also agrees to bear the risk of loss if the Client uses check stock that contains printing inaccuracies, faulty magnetic ink, faulty encoding, or duplicate serial numbers.

7. The Client shall provide, an e-mail address to be used exclusively for the purpose of receiving e-mail alerts from the Bank whenever exceptions exist.  The e-mail alerts will be delivered to the Administrator, and the Administrator may assign other Users to receive the e-mail alerts.  The Bank agrees to provide these e-mail alerts on a best-efforts basis.  The parties agree that this e-mail alert notification shall not be relied upon by the Client for purposes of its obligations to daily decision Reported Checks.  The Client acknowledges its obligation to log into the System daily in order to timely decision Reported Checks.  The Bank strongly recommends that the Client not rely upon these e-mail alerts to determine whether it has exceptions.  The Client agrees its duty and responsibility is to log into the Positive Pay Service daily and review exceptions / decision Reported Checks, independent of any such alert notification.  The Bank does not warrant the e-mail alert notification service and the Client hereby agrees to hold the Bank harmless in the event that no alert notification via e-mail is sent, consistent with Section 3, paragraph titled Indemnification. vi. The Client agrees to have Checks prepared in accordance with the requirements set forth in the Bank’s account implementation specifications.  Such Checks will be magnetically encoded and include correct routing/transit, account and serial numbers.

vii. The Client will be responsible to verify and ensure that sufficient funds are availability (i.e., Eligible Account balances) when processing Checks.

7. In the event fraud has been perpetrated on the Client’s Eligible Account(s) and the Client decides, against the advice of the Bank, to retain such Eligible Account(s) open, and the Client instructs the Bank to remove the security feature of the Service (i.e., return all Checks / items not listed or manually approved through the Service), then the Client agrees to assume all related risk of loss from any such Checks / items that the Bank processes.  The parties agree that this term is a material term for the Bank permitting removal of the security feature of the Service when fraud had previously taken place on the Eligible Account(s).
8. The Bank warrants that it will exercise reasonable care in the performance of its obligations under this Agreement.  Because of the extreme difficulty of fixing actual damages for any failure of the Bank to perform its obligations hereunder, or from any failure of the Bank to perform any obligations imposed by law, the parties agree that the Bank’s liability hereunder for an uninsured loss, if any, shall be limited to liquidated damages and not a penalty in the amount of the fees paid by the Client to the Bank for the two (2) calendar months immediately preceding the month in which the event occurred that gave rise to damages.  The parties agree that this would represent a reasonable measure of damages, based upon the parties’ experience with these Services.  The provisions of this paragraph apply even though the loss or damage, irrespective of cause or origin, results, directly or indirectly, either from performance or non-performance of obligations imposed by this Agreement.
9. Survival. The provisions of paragraphs e., f., g., h., and i. of this Section shall survive termination of this Agreement or termination of your access to the Services / Systems.

8. MOBILE BANKING  

If the Client uses the Mobile Banking App, then the Client agrees to be bound by the terms and conditions set forth herein. The primary licensor for IFB’s mobile banking service is Jack Henry & Associates, Inc. (the “Provider”). By enrolling in our mobile banking service, you hereby agree as follows:

1. General. Access to our mobile banking service via your mobile device is powered by the mobile technology solution owned by Provider. The Provider is not the provider of any of the financial services available to you through the mobile banking service, and the Provider is not responsible for any of the materials, information, products or services made available to you through the mobile banking service.
2. Source of Information. The mobile banking service, at your direction, will retrieve your information maintained online by financial institutions and billers with which you have customer relationships, maintain accounts or engage in financial transactions and other log-in related information (“Account Information”). Provider does not review, verify or analyze the Account Information for accuracy or any other purpose, but simply gathers, organizes and reports available Account Information to you. Technical difficulties may result in a failure to obtain data, a loss of data, a loss of personalized settings or other service interruptions. Account Information is timely only to the extent that it is promptly provided by the third-party sites. Account Information may be more complete or up to date when obtained directly from the third-party sites.
3. Your Responsibility for Information. You are responsible for providing Provider with accurate and updated (as necessary) account numbers, user names, passwords and other log-in related information (“Registration Information”) so that the mobile banking service is able to access Account Information. If you become aware of any unauthorized use of your Registration Information, you should notify your financial institution immediately.
4. Rights You Grant to Provider. By submitting data, passwords, user names, PINs, log-in information, materials and other Registration Information to Provider through the mobile banking service, you are voluntarily supplying that content to Provider for the purpose of providing the mobile banking service to you. By submitting such information to Provider, you represent that you are entitled to submit it to Provider for use for this purpose, without any obligation by Provider to pay any fees. By using the service, you expressly authorize Provider to access your Account Information maintained by identified third parties, on your behalf as your agent. When you use the "Add Accounts" feature of the service, you will be directly connected to the website for the third party you have identified. Provider will submit information including user names and passwords that you provide to log you into the site. You hereby authorize and permit Provider to use and store the information submitted by you (such as account passwords and user names) to accomplish the foregoing and to configure the mobile banking service so that it is compatible with the third-party sites for which you submit your information. You acknowledge and agree that when Provider is accessing and retrieving Account Information from the third-party sites, Provider is acting on your behalf and not on behalf of the third party. You acknowledge that certain risks are inherent in the transmission of information over the internet, and you agree that by using the service you are assuming those risks.
5. Consent to Use of Data. You agree that Provider may collect and use technical data and related information, including but not limited to technical information about your mobile device, system and application software, and peripherals, that is gathered periodically to facilitate the provision of software updates, product support and other services (if any) related to the mobile banking service. Provider may use this information, as long as it is in a form that does not personally identify you, to improve its products or provide services or technologies.
6. Disclaimer of Warranty. THE MOBILE BANKING SERVICE IS PROVIDED ON AN 'AS IS' AND 'AS AVAILABLE' BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. NO WARRANTY IS PROVIDED THAT THE MOBILE BANKING SERVICE WILL BE FREE FROM DEFECTS OR VIRUSES OR THAT OPERATION OF THE MOBILE BANKING SERVICE WILL BE UNINTERRUPTED. YOUR USE OF THE MOBILE BANKING SERVICE AND ANY MATERIAL OR SERVICES OBTAINED OR ACCESSED VIA THE SERVICE IS AT YOUR OWN DISCRETION AND RISK, AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE RESULTING FROM THEIR USE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
7. Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL PROVIDER BE LIABLE FOR ANY DAMAGES ARISING OUT OF THE USE OR INABILITY TO USE THE MOBILE BANKING SERVICE, INCLUDING BUT NOT LIMITED TO ANY GENERAL, SPECIAL, DIRECT, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY THEREOF, AND REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH ANY CLAIM IS BASED. IN ANY CASE, PROVIDER'S LIABILITY ARISING OUT OF THE USE OR INABILITY TO USE THE MOBILE BANKING SERVICE SHALL NOT EXCEED IN THE AGGREGATE THE SUM OF $250. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR CERTAIN TYPES OF DAMAGES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
8. Miscellaneous. This End User Agreement constitutes the entire agreement between you and Provider concerning the subject matter hereof. This End User Agreement will be governed by and construed in accordance with the laws of the state of Iowa, excluding that body of laws pertaining to conflict of laws. If any provision of that portion of this Agreement is determined by a court of law to be illegal or unenforceable, such provision will be enforced to the maximum extent possible and the other provisions will remain effective and enforceable. All disputes relating to this End User Agreement are subject to the exclusive jurisdiction of the courts of Iowa and you expressly consent to jurisdiction and venue thereof and therein. This End User Agreement and all related documentation are and will be in the English language. The application of the United Nations Convention on Contracts for the International Sale of Goods is hereby expressly waived and excluded. To assist Provider in maintaining and improving this application, Provider uses Google Analytics to gather information about usage of the application. For example, it tracks how many visitors the application has, which screens they spend time on, what kinds of operating systems and mobile devices they use, and how they found the application. Google Analytics does not track, collect or upload any data that personally identifies an individual (such as a name, email address, account number or billing information), or other data which can be reasonably linked to such information. The information helps Provider improve the performance of this application for you. For more information on Google's use of the data, please see the website "How Google uses data when you use our partners' sites or apps" located at http://www.google.com/policies/privacy/partners/.
9. Additional Terms and Conditions of the Mobile Banking Service.

i. The Mobile Banking Service is similar to TTS and refers generally to any service allowing an existing Client to access and view Eligible Accounts from a Wireless Device.  We do not guarantee the functionality of the Mobile Banking App on all Wireless Devices or networks; however, generally, the Service should be compatible with any web-enabled mobile phone, regardless of make, model, or mobile service provider.  Not all of the Services or functionality are available for use on the Mobile Banking App. Certain Services may use different terminology and appear in different formats when viewed through the Mobile Banking App. You may be required to follow different instructions to access Mobile Banking services through your Mobile Device.  The Mobile App adapts to any screen size and can change dynamically to present items on any screen in a pleasing format.  The Mobile Banking Service allows you to view transaction history, view Eligible Account balances, view account transaction history, transfer funds between Eligible Accounts, pay bills to payees, view alerts, send wire transfers, and if you have selected the Mobile Remote Deposit (or Remote Deposit) Service, remotely make deposits.  In most cases you may use the Service to gain access to deposit accounts in which you have an unrestricted right to withdraw funds. However, the Bank, as it may determine at any time and from time to time in its sole discretion, may deny Service account access, restrict Service account transactions, or place limits on the specific dollar amount of funds that may be withdrawn or transferred from any account using the Mobile Banking App.  We will not be responsible for any errors or failures from any malfunction of your Wireless Device, your telephone carrier, or any malicious software or other problems related to your Wireless Device used with our Services.  From time to time, we may develop additional mobile banking Services.  As we develop such Services, you will have the opportunity to use the same, provided you have a compatible Wireless Device. ii. To use the Service, you must have an open Eligible Account at the Bank, register for TTS, and have a compatible Wireless Device.  During the registration process, you will enter your mobile phone number as well as other information we require to authenticate your identity. You will be provided with further instructions on how to access the Service using the Mobile Banking App or your browser on your Wireless Device.  During this registration process, you will be required to provide your TTS Valid Codes that you must use each time you access the Service. iii. The parties agree that the applicable Security Procedures are those found at Section 3, paragraph titled

SECURITY PROCEDURES FOR SYSTEMS & SERVICES. iv. Pursuant to Section 3, paragraph titled Alerts, you agree that we may send messages through your wireless provider to you and that your wireless provider is acting as your agent when sending and receiving messages.

v. You understand and agree that the Mobile Banking App messages may not be encrypted and may contain personal or confidential information about you, such as your mobile phone number, your wireless provider’s name and the date, time and content of any mobile banking messages, including, but not limited to, account activity and status of your accounts and other information that you or we may provide. We may use this information to contact you to otherwise operate, develop and improve the Mobile Banking services. Your wireless provider and other service providers may also collect data from your Mobile Banking usage, and their practices are governed by their own policies. We are not responsible or liable for the acts or policies of such service providers. vi. Because the Mobile Banking Service is similar to TTS on a PC, there are security risks associated with the use of the Service.  The hardware and software that you use in connection with the Service may be subject to unauthorized tracking or other manipulation by spyware or other malicious code.  We are not responsible for advising you of the existence or potential effect of such malicious code, and your use of your hardware and software is at your own risk.  We will use commercially reasonable efforts to secure the Service to prevent access by unauthorized persons and to prevent the introduction of any malicious code, such as a Wireless Device virus.  However, no security system is failsafe, and despite our efforts the security of the Service could be compromised, or malicious code could be introduced by third parties.  We will provide you with notice if your information is the subject of a security breach as required by Applicable Law.

10. Survival. The provisions of paragraphs e., f., g., i. and j. of this Section shall survive termination of this Agreement or termination of your access to the Services / Systems.

9. ONLINE STATEMENTS  

If Client selects the Online Statements, then Client agrees to be bound by the terms and conditions set forth herein.  

1. Description of Online Statement Service. Online Statement Service is offered for Eligible Accounts, allowing you to replace your mailed (paper) statement with an electronic version (PDF) that you can view, save to your computer or print at your convenience. It is important to note, a number of our Eligible Account types incur a fee for the delivery of paper statements, as provided for in the applicable Schedule of Fees. Any legal notices that normally accompany your mailed statement will be delivered to you electronically. The following is a brief description of the various features of the Online Statement Service and requirements for using the same. From time to time, we may add to, modify, or delete any feature of the Online Statement Service at our sole discretion. Please note that by enrolling in Online Statement Service, you will not additionally receive a mailed (paper) statement. However, copies of your Eligible Account statements or records will be available to you upon request as provided below.
2. Registration for the Online Statement Service. You must first register and become an TTS customer to use Online Statement Service or request from your relationship manager or TM Officer when setting up your Eligible Accounts. You must accept these terms and conditions during the TTS setup. Your statement(s) will be made available to you when you log into our TTS and click on the Documents or Statement link. When you register:

• You consent (initially and on an ongoing basis) to receive your Eligible Account statement in electronic format and authorize us to electronically deliver your Eligible Account statement, consistent with account type (e.g., monthly, quarterly, etc.).  
• Your election will be applied to any subsequent Eligible Accounts that are opened or that are linked to your TTS.
• Your statement will be provided in a readable, printable, and downloadable format. Your Online Statements will be available for your viewing for a period of up to eighteen (18) calendar months. You also agree to waive the mailing of a paper statement from this time forth. You can, however, at any time decline Online Statements by contacting us to receive paper statements again by mail, subject to any fees for the mailing of the statements, as provided for in the applicable Schedule of Fees.  

3. Eligible Account(s) for Online Statements. Eligible Accounts include the following consumer or business account types: checking, savings, money market accounts, and applicable loans. All checking, money market and savings accounts that are related (e.g., ownership, tax identification number, Social Security number, authorized signer, etc.) to your TTS will be automatically enrolled for Online Statements.
4. Accessing your Online Statements. Your statement(s) will be made available to you when you log into the Bank’s TTS and click on the Documents / Statements tab. Your statements will be provided in a readable, printable, and downloadable format.  Here are a couple of things to be aware of:

• If you recently registered and no statements are currently available, your current month’s statement may not be available until your next cycle date.
• Your Eligible Account statements prior to the current month may take up to two weeks for availability.
• You will have the ability to view Online Statements for a period of up to eighteen (18) calendar months. Please note, your statement cycle may affect the ability to view prior statements. If you experience this problem, please contact us as provided for in the Section 3, paragraph titled Errors, Disputes, and Questions. 

5. Change Statement Delivery Method. When you enroll for Online Statements, we will no longer mail paper statements for any Eligible Account(s) related to your Eligible Accounts; however, a monthly paper statement will be available to you upon request by contacting us as provided for below.

Each month you will receive a notification from us informing you that your monthly Online Statement is available online. You will receive this notification via e-mail, thus making it imperative that you notify us of any e-mail address changes. You can change your e-mail address within TTS by clicking on My Account or Profile, as applicable. You can also notify us of any change in your e-mail address or request paper statements by contacting us as provided for in Section 3, paragraph titled Errors, Disputes, and Questions. If you want to receive paper statements, you will need to contact us as provided for below, additional fees may apply, refer to appropriate Schedule of Fees.

6. Equipment. You are responsible for and must provide all telephone and other equipment, software (other than any software provided by us) and services necessary to access the Online Statements. To access and retain your Online Statements you must use a personal computer or other device and software meeting the requirements summarized in Section 3, paragraph titled System Requirements or as we may update from time to time. By selecting Online Statements and accepting these terms and conditions, you acknowledge having the equipment and internet access as referenced above. To view and print your statements, it is strongly recommended that you upgrade your Adobe Reader to the latest version available, as there are printing limitations with certain versions. Using a 56k dial-up modem may take more time to download your Online Statements.
7. International Use. We do not make any representation that any content or use of the Online Statements is appropriate or available for use in locations outside of the United States and accessing the Online Statement Service from territories where its contents or use is illegal is prohibited by us. Those who choose to access Online Statements from locations outside the United States do so at their own risk and are responsible for compliance with local laws.  However, avoiding the mailing of paper statements is a very important fraud mitigant, and as a result we encourage the use of Online Statements for all our foreign Clients.
8. As a customer of us, you do have the right to have mailed to you a paper statement in place of an electronic one (Online Statements). To unsubscribe from Online Statements and begin receiving your paper statement again, you will need to contact us, as follows:

• On our website (https://www.IFBbank.com/home/home) click on Contact Us and complete the contact form or you may email us directly using: info@ifbbank.com and for Treasury Management Clients please use TM@ifbbank.com.
• You may also write to us or contact us as provided in Section 3, paragraph titled Errors, Disputes, and Questions.

It is important to remember that should you unsubscribe from Online Statements and request the delivery of paper statements, depending on your Eligible Account type, you may subject your Eligible Account to applicable fees, as provided in the applicable Disclosures & Schedule of Fees for the delivery of paper statements.

9. To request paper copies of Eligible Account records (including paper statements) you will need to Contact Us as provided in Section 3, paragraph titled Errors, Disputes, and Questions.  It is important to note any such request may be subject to applicable fees, as provided in our Schedule of Fees.          

10. REMOTE DEPOSIT CAPTURE / MOBILE DEPOSITS (mRDC)

If Client selects or uses the Remote Deposit Capture or Mobile Deposits (mRDC) Service, then Client agrees to be bound by the terms and conditions set forth herein.

1. General Description of Remote Deposit Service.  Subject to the terms and conditions of this Agreement, the Bank shall provide the Remote Deposit Service to Client, which allows Client to make deposits to Client’s Eligible Accounts from Client’s office by scanning Checks on a desktop scanner and delivering the images and information required hereby to the Bank or the Bank’s designated processor (the “Processor”).  The terms the Bank and Processor may be used interchangeably when used in relation to any services performed by a Processor on behalf of the Bank including, but not limited to, the receipt and processing of images and Check data and any notices related thereto.  The scanner must capture an image of the front and back of each Check (as herein defined) to be in accordance with the Procedures (as herein defined), must read and capture the MICR line on each Check and must read and capture all such other data and information as is required by this Product Schedule.  After capture of the images, the MICR line on each Check and all other required data and information from each Check, Client will transmit one or more files containing the images, the MICR line from each Check and all other required data and information from or pertaining to all Checks and all batched ACH (as herein defined) data and other required information (each such file a “File” and, if more than one, “Files”) to the Bank or Processor via the internet.  Subject to compliance with the terms, provisions and conditions of, and as provided in, this Product Schedule, the Bank will provisionally credit the Eligible Account or Eligible Accounts designated by Client for the amount of the deposit(s) to which the File(s) pertains on the day of receipt of the File(s) and enter the images of the Checks into the collection process, in accordance with the provisions of the Bank’s then current deposit account agreement and disclosure pertaining to the Eligible Account(s) into which the deposit is to be made (the “Deposit Agreement”) and this Product Schedule.  In addition, or as an alternative to transmitting images of Checks, Client may use the desktop scanner to initiate electronic signals for paperless debit entries through the

Bank to accounts maintained either at the Bank or in other depository the Banks by means of the Automated Clearing House (“ACH”).  Client and the Bank agree that the Bank may convert the images to ACH entries on Client’s behalf.  Client hereby appoints the Bank as Client’s agent for the specific purpose of making the determination and decision to convert the images to ACH entries.  Client and the Bank agree that Client shall be and remain the Originator and the Bank shall be the Originating Depository the Bank, as those terms are defined in the Rules.  Client understands and agrees that Client must be approved for certain ACH services, for example before it may initiate ACH debit entries.  Client shall receive credit for ACH debit entries in accordance with the terms of the ACH Services terms and conditions.  Client acknowledges and agrees that the Bank may discontinue, and/or change the terms of the Remote Deposit Service or any related content, features, products or services associated therewith, at any time without notice or liability to Client or any third party.  To the extent Client uses a second provide a remote deposit services, it shall immediately report the same to the Bank.  

2. General Description of the Mobile Deposit (mRDC) Service.  The Service allows you to use the Mobile Banking Apps to make deposits to your Eligible Accounts from home or other remote locations; by taking photos of the front and back of original Checks and transmitting the images and associated deposit information to us or our processor with you Mobile Device. In order to use the Mobile Deposit (mRDC) Service, you must be designated as an authorized signer, owner, or User of an Eligible Account that is eligible for this Mobile Deposit (mRDC) Service or be designated by the Administrator.  You acknowledge that e-mail and/or messages displayed on your mobile device will be the primary means of communication for the Mobile Deposit (mRDC) Service. You are responsible for maintaining a current e-mail address and you agree that you will, in a timely manner, review messages and notifications you receive from us and check your Eligible Account to confirm it reflects recent activity.
3. Provisions related to Scanners and Third Party Remote Deposit Capture.  

i. Scanner(s) License.  If the Scanner(s) is provided by the Bank as part of this Service, the Bank hereby grants to Client a nontransferable non-exclusive license (“License”) to use the scanner(s) provided by the Bank in connection with the Service.  Client accepts the License subject to the terms and conditions set forth in the following paragraphs.   ii. Ownership of Scanner(S).  Client acknowledges the scanner(s) is and shall at all times remain the sole and exclusive property of the Bank and agrees that Client will do nothing inconsistent with such ownership.  Client agrees that nothing in this License shall give Client any right, title or interest in the scanner(s) other than the right to use the scanner(s) in accordance with this License, and Client agrees that it will not attack the validity of this License.  

iii. Use.  Client shall use the scanner(s) in a careful and proper manner in accordance with the Documentation (as defined below) and shall comply with and conform to all federal, state, municipal, and other laws, ordinances and regulations in any way relating to the possession, use or maintenance of the scanner(s).  If at any time during the term hereof, the Bank supplies the Client with labels, plates or other markings, stating that the scanner(s) is owned by the Bank, the Client shall affix and keep them upon a prominent place on the scanner(s).  The Client shall limit the use of the scanner(s) to the processing of transactions with the Bank pursuant to this Section.  The Client may not use the scanner(s) to facilitate processing transactions with any other person without the prior express written authorization of the Bank. iv. Receipt of Scanner(s).  Client agrees that the Bank will deliver or ship the scanner(s) to Client at the address designated by Client.  Client acknowledges that delivery or shipment to the address designated by Client shall be considered receipt of the scanner(s) by Client.

v. Inspection.  Client shall inspect the scanner(s) within 24 hours after receipt thereof.  Unless Client, within this period of time, gives written notice to the Bank specifying any defect in or other proper objection to the scanner(s), Client agrees that it shall be conclusively presumed, as between the Bank and Client, that Client has fully inspected and acknowledged that the scanner(s) is in good condition and repair, and that Client is satisfied with and has accepted the scanner(s) in such good condition and repair.  The Bank shall at any and all times during business hours have the right to enter into and upon the premises where the scanner(s) may be located for the purpose of inspecting the same or observing its use.  Client shall give the Bank immediate notice of any attachment or other judicial process affecting scanner(s) and shall, whenever requested by the Bank, advise the Bank of the exact location of the scanner(s). vi. Maintenance.  Client shall maintain the scanner(s) in working order by following the instructions for proper use, care and cleaning of the scanner(s) provided to Client.  In the event that the scanner(s) does not function in accordance with the manufacture’s specifications, the Bank shall either repair or replace the scanner(s) within five (5) business days from the date of receipt of notification from the Client.  The Bank shall not repair or replace the scanner(s) if it is lost or damaged as provided for in this Section, or because of misuse, negligence or failure of Client to follow instructions for proper use, care and cleaning of the scanner(s). vii. Loss and Damage.  In the event of loss or damage of any kind to the scanner(s), or any part thereof, Client shall make a payment to the Bank in an amount contained in an invoice submitted by the Bank to Client (“Invoice Amount”).  Payment shall be due within thirty (30) calendar days of receipt of the invoice from the Bank.  Failure to make such payment shall be a default under the Agreement.  

8. Surrender of Scanner(s).  Within fifteen (15) calendar days of the expiration or earlier termination of the Service, with respect to the scanner(s), Client shall return the scanner(s) to the Bank in good repair, condition and working order (ordinary wear and tear resulting from proper use thereof alone excepted), or Client shall pay the Bank the Invoice Amount contained in an invoice submitted to Client upon termination.  If Client fails to return the Scanner(s), or if the Scanner(s) is not in good working order and repair upon return, or if Client fails to pay the Invoice Amount, such failure shall be a default under the Agreement.  
9. Location of Scanner(s).  Without the written permission of the Bank, Client will not permit the scanner(s) to be removed from the Client’s business addresses and Client shall not physically locate the scanner(s) outside of the United States.  Client must notify the Bank if the scanner(s) moves from the location(s) assigned.
10. Personal Property.  The scanner(s) is, and shall at all times remain, personal property notwithstanding that the scanner(s) or any part thereof may now be, or hereafter become, in any manner affixed or attached to, or imbedded in, or permanently resting upon, real property or any building thereon, or attached in any manner to what is permanent as by means of cement, plaster, nails, bolts, screws or otherwise. xi. Encumbrances.  Client shall not do any act that will in any way encumber the title of the Bank in and to the scanner(s).  In the event the scanner(s) becomes the subject of any lien or encumbrance through the action of Client, Client shall indemnify and hold harmless the Bank from all costs, losses or expenses with respect thereto, and Client shall immediately pay any such lien and obtain a release thereof.  

12. Default.  If Client fails to pay any amount herein provided within thirty (30) calendar days after the same is due and payable, the Bank shall have the right to take possession of the scanner(s), without demand or notice, wherever same may be located, without any court order or other process of law.  Client hereby waives any and all damages occasioned by such taking of possession.  Any such taking of possession shall constitute a termination of the Service.  The Bank may also debit the Client’s Eligible Account, Settlement Reserve or any other account held at the Bank for amounts due and payable to the Bank.
13. Third Parties; Maintenance. Remote Deposit Capture Service from Others.  Client may be using special equipment, services or software provided by a third party to assist it in processing Checks and Files hereunder.  Client (i) agrees that any third party is acting as Client’s agent in the delivery of Checks and Files to the Bank, and (ii) agrees to assume full responsibility and liability for any failure of that third party to comply with the Rules, this Section and the Procedures.  The Bank will not be liable for any losses or additional costs incurred by Client as a result of any error by a third party or a malfunction of equipment provided by a third party.  Client shall provide at least ten (10) days advance written notice to the Bank in the event it uses any such third party.  Client is solely responsible for maintaining compliance with the requirements of any third party, including obtaining any software updates.  The Bank shall not have any responsibility for any Check or File handled by a third party until that point in time when the Bank accepts and approves a Check or File from such third party for processing.

d. Provisions Applicable to the Remote Deposit Capture and/or Mobile Deposits (mRDC) Services (except as the context may instruct the application to one of the Services).

i. The terms the Bank and Processor may be used interchangeably when used in relation to the any services performed by a Processor on behalf of the Bank including, but not limited to, the receipt and processing of images and Check data and any notices related thereto.   ii. Hardware and Software.  Client understands it must, and hereby agrees to, at its sole cost and expense, use computer hardware and software that meets all technical requirements for the proper delivery of the Service and that fulfills Client’s obligation to obtain and maintain secure access to the internet.  Client understands and agrees it may also incur, and shall pay, any and all expenses related to the use of the Service, including, but not limited to, telephone service or internet service charges.  Client is solely responsible for the payment of any and all costs and expenses associated with meeting and maintaining all technical requirements and additional items necessary for the proper use of the Service.  Client understands and agrees that it is solely responsible for the operation, maintenance and updating of all equipment, software and services used in connection with the Service and the cost thereof, and Client hereby agrees that it will perform, or cause to be performed, all vendor recommended maintenance, repairs, upgrades and replacements, and such performance shall be rendered by properly trained personnel, whether they are employees of Client or third-party employees.  The Bank is not responsible for, and Client hereby releases the Bank from any and all claims or damages resulting from, or related to, any computer virus or related problems that may be associated with using electronic mail or the internet.  The Bank hereby advises Client, and Client hereby agrees, to scan its computer hardware and software on a regular basis using a reliable computer virus detection product in order to detect and remove computer viruses.  In connection with its use of the Remote Deposit Service, Client shall only use the hardware prescribed by the Bank or such other hardware as is approved in advance by the Bank and shall only use such software as is approved in advance by the Bank.

All right, title and interest in and to (a) any and all computer programs, including, but not limited to, the object and source codes therefore, and any and all updates, upgrades, fixes and enhancements thereto and any and all documentation, user guides and instructions pertaining thereto (everything in this clause (a), collectively, “Software”), (b) the Bank’s Remote Deposit Procedure Manual and (c) any and all users guides, instructions and other documentation provided to, or used by, Client in connection with the Remote Deposit Service (everything in this clause (c) together with the Remote Deposit Procedure Manual, collectively, the “Documentation”) shall be, and remain, the property of the Bank or any third party Software provider, as applicable.  Unless otherwise expressly authorized, Client may not (a) copy, reproduce, transmit, retransmit, disseminate, display, publish, sell, broadcast, circulate, distribute, transfer, assign, commercially exploit, reverse engineer, reverse compile or create derivative works of, the Software in any form or (b) copy, reproduce, transmit, retransmit, disseminate, display, publish, sell, broadcast, circulate, distribute, transfer, assign, commercially exploit the Documentation.   iii. Checks Deposited and Security Interest.  Client hereby agrees that it will only scan / image and deposit Check(s) as that term is defined in Federal Reserve Board Regulation CC (“Reg CC”) which includes an “electronic check” as that term is defined in Reg CC at 229.2(ggg).  Client further agrees that it will not remotely deposit any Check or other item that: (a) are payable to any person or entity other than Client, (b) are drawn, or otherwise issued, by Client or any affiliate of Client on any account of Client or of such affiliate, (c) are prohibited by the Bank’s then current procedures pertaining to the Service (the “Procedures”) or are in violation of any law, rule or regulation, (d) Client knows or suspects, or should know or suspect, is fraudulent or otherwise not authorized by the owner of the account on which the Check is drawn, (e) have not been previously endorsed by a the Bank and are either “substitute checks” (as defined in Reg CC or other applicable federal law or regulation) or “image replacement documents” that purport to be substitute checks, without the Bank’s prior written consent, (f) are drawn on the Banks that are located outside of the United States or Territories of the United States, (g) is a Remotely Created Check, or (h) which are not acceptable to the Bank for deposit into a deposit account as provided in the Deposit Agreement, which is incorporated herein by reference and made a part hereof (Checks described in clauses (a) through (h) each a “Prohibited Check” and, collectively, “Prohibited Checks”).  

Client grants the Bank a security interest in all Eligible Accounts or other deposits (whether general or special) of Client’s at the Bank, and in all funds in such Eligible Accounts or other deposits, to secure Client’s obligations to the Bank under this Service.  This security interest will survive termination of the Agreement.    

Client may be required to Settlement Reserve of an amount to be solely determined by the Bank.  Client acknowledges and agrees that any Settlement Reserve will be deposited in a Bank account for exclusive use by the Bank for purposes of offsetting any of Client’s obligations under the Service.  Client grants the Bank a security interest in any Settlement Reserve to enable the Bank to enforce any obligation owed by Client under this Service without notice or demand to Client.

Client’s obligation to maintain a Settlement Reserve shall survive the termination of the Agreement or the Service, with such obligation lasting until all of Client’s obligations under this Service have been fully offset.   iv. Scanning / imaging of Checks and Transmission of Files.  Client shall properly install and use all software and hardware required by the Service or otherwise required for, or related to, the use of the Service.  Client shall (a) for Remote Deposit Capture endorse each Check to be deposited as follows “For Remote Deposit Only [the Bank Name] [Client Name]” or “For RDC at IFB only [account number]”; (b) for Mobile Deposit (mRDC) endorse each Check to be deposited as follows (i) your signature, and (ii) your name or account number, and (iii) the following statement: "MOBILE DEPOSIT AT IFB ONLY.", (c) scan or image the front and back of each Check to be deposited and thereby capture the image of the front and back of each Check and capture the MICR encoding on, and any other required data from, each Check and (d) transmit the File containing the images of, the MICR line from and all other required data and information from or pertaining to, such Checks and all batched ACH data and other information to the Bank or its Processor in accordance with the Procedures, a copy of which Procedures have been provided to Client by the Bank, and Client acknowledges receipt thereof.  The Bank reserves the right to amend the Procedures, with or without prior notice to Client.  Client agrees to, at all times, (a) comply with the Procedures, (b) safeguard the confidentiality and security of the Procedures, Security Procedures and all other proprietary property or information the Bank provides to Client in connection with the Service and (c) notify the Bank immediately if Client has any reason to believe the security or confidentiality required by this provision has been or may be breached.  Client acknowledges, understands and agrees that the Security Procedures are not designed for the detection of errors.  The Bank is not, and will not be, obligated to detect errors by Client or others, even if the Bank takes certain actions from time to time to do so.  

To ensure accuracy, Client shall balance the dollar amount of each deposit to the sum of the Checks prior to transmitting the File in accordance with the Procedures.  Client may send multiple Files to the Bank or Processor throughout the day, not to exceed the number of Files specified.  The total dollar value of the Files sent by Client to the Bank on any day shall not exceed the dollar amount specified.  If the total dollar value of the Files sent by Client to the Bank on any day exceeds the deposit limit, the Bank may, at its option, refuse to accept the File that exceeds the deposit limit, or the Bank may accept and process the File.  Client agrees not to exceed the communicated deposit limit.  To be eligible for processing on the day transmitted, Files must be received by the Bank no later than the Cut-Off Time specified.  A File is considered received by the Bank when a complete copy of such File has been written on a Bank electronic storage device in conformity with the Bank’s technical and operational requirements.  To meet the Cut-Off Time, the entire File must be received by the Bank prior to the CutOff Time, and the File must successfully pass the edits for conformity with the technical requirements.  For purposes of determining when a File has been delivered and received, the Bank’s records shall be determinative.  A File which is not balanced in accordance with the Procedures or which is received after the Cut-Off Time shall be deemed to have been received on Business Day following the Business Day on which the File is actually received by the Bank.  The Bank reserves the right to change the number of Files that may be transmitted in a day, the deposit limit and the Cut-Off Time.  All such changes shall be effective immediately and may be implemented prior to Client’s receipt of notice thereof.  Client may contact the Bank at any time to verify the current number of Files that may be transmitted in a day, the Deposit Limit and the Cut-Off Time.

v. Maintenance and Destruction of Original Check.  Client shall stamp the original Check with such words as “Processed”, “Imaged”, “Scanned”, etc., indicating that the Check has been digitized, before or during the process of scanning the Check in accordance with this Section of the Agreement.  Client shall securely store all original Checks for a period of thirty (30) days after Client has received notice from the Bank that the File or image of the Checks has been accepted (such period the “Retention Period”).  During the Retention Period, Client shall take appropriate security measures to ensure that: (a) only authorized personnel shall have access to original Checks, (b) the information contained on such Checks shall not be disclosed, (c) such Checks will not be duplicated or scanned more than one time and (d) such Checks will not be deposited or negotiated in any form.  Client shall also implement proper security procedures and internal controls to ensure the confidentiality of any information that is considered to be confidential personal information that is retained by Client.  Client shall destroy original Checks upon the expiration of the Retention Period applicable to such Checks.  Client will use commercially reasonable methods of destruction.  Client will promptly (but in all events within 5 business days) provide any retained Check (or, if the Check is no longer in existence, a sufficient copy of the front and back of the Check) to the Bank as requested to aid in the clearing and collection process or to resolve claims by third parties with respect to any Check.  vi. Image and MICR Quality.  Each File or image transmitted by Client to the Bank shall contain images of the front and the back of the Checks scanned and remotely deposited by Client.  Each Image of each Check shall be of such quality that the following information can clearly be read and understood by sight review of such Image:

1. the amount of the Check;  
2. the payee of the Check;
3. the signature of the drawer of the Check;
4. the date of the Check;
5. the Check number;
6. the information identifying the drawer and the paying the Bank that is preprinted on the Check, including the MICR line; and
7. all other information placed on the Check prior to the time an image of the Check is captured, such as any required identification written on the front of the Check and any indorsements applied to the back of the Check.

Each image shall also meet all standards for image quality established by the American National Standards Institute (“ANSI”), the Board of Governors of the Federal Reserve or any other regulatory agency, clearing house or association.  Client shall also capture and transmit to the Bank the full-field MICR encoding on each Check.  In accordance with the Procedures, Client shall ensure that the following information is captured from the MICR line of each Check:

1. the American Bankers Association routing transit number (“RTN”);
2. the number of the account on which the Check is drawn;
3. when encoded, the amount of the Check; and
4. when encoded, the serial number and the process control field of the Check.

7. Receipt of File/Image.  Client agrees that Client shall be solely liable for, and the Bank shall not have any liability whatsoever to Client for, any File or images or other information contained therein that are not received by the Bank or for any File or the images or other information contained therein that are intercepted or altered by an unauthorized third party.  Client agrees that the Bank has no obligation to accept a File or image and, therefore, may reject any File or images or other information contained therein submitted by Client.  The Bank has no obligation to notify Client of the rejection of a File or images or other information contained therein.  The Bank shall have no liability to Client for the rejection of a File or image or other information contained therein or for the failure to notify Client of such rejection.  Upon receipt of a File or image submitted by Client, the Bank may examine such File and the images and other information contained therein to ensure that Client has complied with this Section and followed the Procedures.  If the Bank determines that Client has not complied with this Section or followed the Procedures or if errors exist in the images or other information contained in the File or image, the Bank, in its sole discretion, may either reject the File / image, elect to correct the error and accept and process the corrected File (a “Corrected File”).  As a form of correction, the Bank may credit Client’s Eligible Account for the full amount of the deposit and make any necessary adjustments to the Eligible Account to correct the error.  The Bank may, at its option, also perform a risk management analysis of one or more Files or images submitted by Client to detect potentially fraudulent Checks, and, in its sole discretion, the Bank may reject any such File or the images or other information contained therein.  If after examination of a File or image and the images and other information contained therein, the Bank determines that Client has complied with this Section and processed and transmitted the File or image in accordance herewith the Procedures, the File or images are balanced and the images meet the requirements of this Section, then the Bank shall accept the File (an “Accepted File”) for deposit to Client’s Eligible Account.  Upon acceptance of the File or image, the Bank shall electronically notify Client of receipt and acceptance of the Accepted File or image for deposit.  Notwithstanding the fact that the Bank has accepted a File or image for deposit, any credit made to Client’s Eligible Account shall be provisional, and Client shall remain liable to the Bank for any errors, inaccuracies, breach of warranties and any other loss sustained by, or claim made against, the Bank.  
8. Provisional Credit and Availability of Funds.  Upon acceptance of the File or image, the Bank shall grant Client’s Eligible Account provisional credit for the total amount of the Corrected File or image of the Accepted File, as applicable.  As used herein, “provisional credit” means that the credit is made to Client’s Eligible Account subject to final payment of the Checks and subject to the terms of the Deposit Agreement.  For the purpose of determining availability of funds, the Bank may hold funds for the period of time permitted by the Bank’s availability disclosure.   ix. Laws, Rules and Regulations Applicable to the Services in this Section.   Client agrees to comply with all existing and future operating procedures used by the Bank for processing of transactions.  Client further agrees to comply with, and be bound by, all applicable state or federal laws, rules, regulations, orders, guidelines, operating circulars and pronouncements, affecting Checks and drafts and ACH transactions, including, but not limited to, all rules and procedural guidelines established by the Federal Trade Commission (“FTC”), the Board of Governors of the Federal Reserve, ECCHO and any other clearinghouse or other organization  in which the Bank is a member or to which rules the Bank has agreed to be bound.  The Rules are incorporated herein by reference.  These procedures, rules, and regulations (collectively the “Rules”) and laws are incorporated herein by reference.  In the event of conflict between the terms of this Product Schedule and the Rules, the Rules will control.  

x. Collection of Checks.  The Bank, in its sole discretion, shall determine the manner in which the Files or images shall be presented for payment to the drawee the Bank.  The Bank, in its sole discretion, shall select the clearing agents used to collect and present the Files or images, and the Bank’s selection of the clearing agents shall be considered to have been designated by Client.  the Bank shall not be liable for the negligence of any clearing agent.  Collection of Checks is also subject to the Rules and the terms of the Deposit Agreement. xi. Contingency Plan.  Client agrees that, in the event Client is not able to capture, balance, process, produce or transmit a File or image to the Bank, or otherwise comply with the terms hereof or of the Procedures, for any reason, including, but not limited to, communications, equipment or software outages, interruptions or failures, Client will transport the originals of all Checks to the closest office of the Bank and deposit original Checks with the Bank until such time that the outage, interruption or failure is identified and resolved.  Client hereby acknowledges and agrees that the Bank shall not be liable to Client for any loss or damage of any nature sustained by Client as the result of the inability of Client to use the Services.  The deposit of original Checks at an office of the Bank shall be governed by the terms and conditions of the Deposit Agreement and not by the terms of this Section.  Notwithstanding the foregoing, and to the extent applicable, the provisions below dealing with warranties shall apply to the deposit of original Checks.   xii. Warranties.  Client represents, warrants and covenants the following to the Bank:

1. Checks Deposited.  Client shall only deposit Checks that are authorized by this Section, the Procedures and the Deposit Agreement;
2. Image Quality.  Each File or image transmitted by Client to the Bank contains an accurate representation of the front and the back of each Check and complies with the requirements of this Section;
3. Accuracy of Information.  All data and other information submitted by Client to the Bank, including but not limited to data contained in the MICR line of each Check, is complete and accurate and complies with the requirements of this Section;
4. No Duplicates.  Client will not: (i) create duplicate images of the Checks, (ii) transmit a duplicate image or File to the Bank, or (iii) deposit or otherwise negotiate the original of any Check of which an image was created.  Client further warrants that no subsequent transferee, including but not limited to the Bank, a collecting or returning the Bank, drawer, drawee, payee or endorser, will be asked to pay the original item from which the image(s) was created or a duplication (whether paper or electronic, including ACH entries) of the Item(s);
5. No Loss. No subsequent transferees of the item(s), including but not limited to the Bank, a collecting or returning the Bank, drawer, drawee, payee or endorser, shall sustain a loss as the result of the fact that the Image was presented for payment or returned instead of the original Check;
6. Information.  All information provided by Client to the Bank is true, complete and accurate and properly reflects the business, financial condition and principal partners, owners or officers, of Client.  Client is not engaged in, or affiliated with, any businesses, products or methods of selling other than those disclosed by Client to the Bank;
7. Authority and Legality.  (i) Client is authorized to enter into, and perform its obligations under, this Section; (ii) the Users are duly authorized to perform the Service; and (iii) the entry into, and performance of, this Section by Client will not violate any law, or conflict with any other agreement, to which Client is subject;
8. No Litigation.  There is no action, suit or proceeding pending or, to Client’s knowledge, threatened which, if decided adversely, would impair Client’s ability to carry on its business substantially as now conducted or which would adversely affect Client’s financial condition or operations.
9. Transactions.  All Checks and business transactions of Client are, and will be, bona fide.  All signatures on Checks are authentic and authorized.
10. Rule Compliance.  Client conducts its business, and submits Checks and Files or images are in compliance with this Section, the Procedures, Applicable Law and the Rules.
11. Computer Virus.  No Files or Checks contain any computer viruses or other harmful, intrusive or invasive codes.

13. Chargeback of Returned Checks.  If Files or images of Checks deposited by Client are dishonored or otherwise returned unpaid by the drawee the Bank, or are returned by a clearing agent for any reason, including, but not limited, to issues relating to the quality of the image, Client understands and agrees that, since Client either maintains the original Check or has destroyed the original Check in accordance with this Section, the original Check will not be returned, and the Bank may charge back an image of the Check to Client’s Eligible Account.  Client understands and agrees that the File or image may be in the form of an electronic or paper reproduction of the original Check or a substitute check.  Unless otherwise instructed by the Bank, Client agrees not to deposit the original Check if an image or other debit as previously described is charged back to Client.  
14. Special Instructions.  Client may request that the Bank re-present returned images of Checks to the drawee or process returned images of Checks according to instructions provided by Client to the Bank (the “Special Instructions”).  These Special Instructions may be given to the Bank in a separate document in conjunction with or subsequent to commencing the Service.  The Bank shall not be bound by such Special Instructions until such time as the Bank has agreed in writing to accept the Special Instructions.  Notwithstanding the fact that the Bank has agreed to accept the Special Instructions, the Bank may, in its sole discretion, disregard the Special Instructions and charge the returned Check back to Client Eligible Account to which the Checks were deposited.  In the event that Client has requested that returned images of Checks be re-presented, in no event will the Bank re-present an image of a Check or an ACH entry in excess of the limit established or permitted for the number of times that a Check or ACH entry may be re-presented by the Rules.  Client may change or amend the Special Instructions by providing the Bank a written request to change or amend the Special Instructions.  Changes or amendments to the Special Instructions shall not become effective until acknowledged and accepted in writing by the Bank.  Client hereby agrees to pay the Bank the fees for processing returned Checks and Special Instructions contained in the Bank’s then current Schedule of Fees for such services.
15. Confirmation; Eligible Account Reconciliation.  The Bank will provide notice of receipt of deposits to Client’s Eligible Account on the periodic statement for such Eligible Account.  Client is responsible for detecting and reporting to the Bank any discrepancy between Client’s records and the records the Bank provides to Client consistent with Section 3, paragraph titled Discrepancies.  
16. Update Notice.  Client shall provide written notice to the Bank of any changes to the information previously provided by Client to the Bank, including, but not limited to, any additional locations, any change in business, any new business, the identity of principals and/or owners, the form of business organization, type of goods and services provided and method of conducting sales.  Such notice must be received by the Bank within five (5) business days of the change.  Client shall provide any additional information requested by the Bank within five (5) days of such request.  The Bank retains the right to: (i) review Client’s Checks, Files, images and business activities from time to time to confirm Client is conducting business as stated by Client at the time of the establishment of its accounts or commencement of the Service.
17. The Bank’s Duties.  The Bank's duties and responsibilities are limited to those described in this Section, the Deposit Agreement and any other agreement governing the Eligible Accounts.  The Bank will use commercially reasonable care in performing its responsibilities under this Service.  

e. Survival. The provisions of paragraphs c., d., and e. of this Section shall survive termination of this Agreement or termination of your access to the Services / Systems.

11. SMART PAY EXPRESS  

If the Client uses the Smart Pay Express Service, then the Client agrees to be bound by the terms and conditions set forth herein.

1. Overview. Smart Pay Express (“SPE”) is an application that allows Clients, or tenants (referred to as “End Users”) to make payments or donations via checking accounts and/or credit cards (if applicable). The Administrator(s) within your organization can create and manage additional User profiles to facilitate transactions. All transactions flow into the Jack Henry & Associates, Inc.® EPS Business SM system for processing and management.
2. User Roles & Permissions. Based on assigned roles and privileges, Users within your organization may:

• Manage User accounts, transactions, and reports.
• View, print, and export User details.
• Configure payment methods based on organizational preferences.

3. Security & Compliance.  To ensure the safety of User data and transactions:

• All data is encrypted using industry-standard encryption protocols (e.g., AES-256, TLS 1.2 or higher).
• Multi-Factor Authentication (MFA) is available to enhance account security.
• Regular security audits are conducted to comply with industry standards such as PCI-DSS and SOC 2.

4. Bank Responsibilities & Liability.  The Bank warrants that it will exercise reasonable care in performing its obligations. However, the Bank’s liability in case of service failure, data breach, or transaction errors shall be subject to the following:

• If a loss occurs due to the Bank’s negligence or failure to fulfill its obligations, the Bank’s liability shall not be limited to just two months’ worth of fees, but instead, it will be responsible for actual damages up to $1,000.00 or an amount determined based on the nature and impact of the failure.  
• The Bank shall maintain cybersecurity insurance to protect against potential losses due to unauthorized access, fraud, or system vulnerabilities.

5. System Requirements. In addition to a high-speed internet connection, the application runs optimally on certain internet browsers as provided in Section 3, paragraph titled System Requirements.  1999-4 2016 Jack Henry & Associates, Inc.®, September 2016

12. SWEEP SERVICE

If the Client uses the Sweep Service, then the Client agrees to be bound by the terms and conditions set forth herein. a. Part A - Zero Balance Account Service (“ZBA Service”).

i. Description of Zero Balance Account Service.  The Zero Balance Account Service is a Service offered by the Bank whereby the balance in an Eligible Account, in this case a demand deposit account, designated as a Zero Balance Eligible Account (“ZBA”) is maintained at the balance designated by Client (“Target Balance”).  The balance is maintained at the Target Balance by one of three methods selected by Client, as follows: (1) under the “Funds Provider” method, Checks and other debits are issued by Client and paid on a ZBA and each business day funds are automatically transferred from an account (“Primary Eligible Account”) to the ZBA and the Client may maintain multiple ZBA's that are funded by one Primary Eligible Account; (2) under the “Funds Concentration method, Client makes deposits to the ZBA and each business day funds are automatically transferred to the Primary Eligible Account from the ZBA; and (3) under the “Combined Provider and Concentration” method, the Client may write Checks and other debits on and deposit funds into the ZBA(s) and each business day funds are transferred between the Primary Eligible Account and each ZBA to maintain the specified target balance in each ZBA.  

Under all methods, the Primary Eligible Account and the ZBA are maintained by Client with the Bank.  

Client will be provided operating instructions (the “Operating Instructions”) for the Sweep Services.   ii. Establishment of Accounts.  Client shall open the ZBA(s) and the Primary Eligible Account and shall submit all forms and documents, including but not limited to, signature cards, partnership agreements and resolutions, as required by Bank.  Client shall designate either the Funds Provider, Funds Concentration, or Combined Provider and Concentration method for maintaining the balance at the Target Balance and the Primary Eligible Account and the ZBA(s) to which and from which funds shall be transferred.

3. Payment of Checks and Other Debits Under the Provider or Combined Method.  Bank shall pay Checks and other debits presented for payment against the ZBA(s) in the same manner that Bank currently pays Checks and other debits on other demand deposit accounts maintained with Bank.  As Checks and other debits are presented for payment against the ZBA(s), Bank will post the Checks and other debits.  After all debit items have been posted to the ZBA, Bank will automatically transfer funds from the Primary Eligible Account to the ZBA(s) in the amount of the total debits presented for payment against the ZBA(s).  If the Collected Balance in the Primary Eligible Account is not available or is not sufficient to accommodate a transfer in an amount equal to the total of the Checks and other debits presented for payment against the ZBA(s), Bank may, at its option, make the transfer, even if it would create an overdraft in the Primary Eligible Account, and make provisional debits to the ZBA(s).  In this event, Client shall make a deposit to the Primary Eligible Account in immediately available funds (e.g., wire transfer, internal transfer, cash) in an amount sufficient to cover the overdraft in accordance with the Operating Instructions.  If Client does not make such a deposit to the Primary Eligible Account, Bank may, at its option, create an overdraft in the Primary Eligible Account, reverse the entire transfer, or reverse that portion of the transfer necessary to eliminate the overdraft or to replenish the funds which were not available and return Checks and other debits provisionally debited to the ZBA(s).  With respect to the foregoing, the Client shall hold the Bank harmless consistent with Section 3, paragraph titled Indemnification. 
4. Transfers Under the Concentration or Combined Method.  Client shall periodically make deposits to the ZBA(s) and Bank shall post those deposits in the same manner that it currently posts deposits to other demand deposit accounts.  After all deposits have been posted and all debits have been deducted for that processing day, Bank will automatically transfer the collected balance in the ZBA(s) to the Primary Eligible Account, excluding any target balance required by the Client in the Zero Balance Eligible Account.  
5. Monthly Service Charge.  Client’s Primary Eligible Account will be charged the monthly fee for this Service, as follows: For one (1) Primary Eligible Account and for one (1) ZBA and the additional fee for each ZBA as designated in the Treasury Management Fee Schedule or as communicated by the TM

Officer.  

6. Authorization.  Bank is hereby authorized and directed, without further instructions from Client, to automatically transfer funds from Client's Primary Eligible Account to Client's ZBA(s) or from the ZBA(s) to the Primary Eligible Account, as necessary, to maintain the Target Balance in the ZBA(s) at all times.  
7. Primary Account Balance.  Client shall use its best efforts to maintain at all times good and immediately available funds in the Primary Eligible Account sufficient to accommodate a transfer of funds to fund Checks and other debits presented for payment against the ZBA(s).  

2. Part B - Loan Sweep Service.

1. Description of Loan Sweep Service.  The loan sweep is a service offered by Bank wherein the collected balance in a designated Eligible Account, which must be a demand deposit account, in excess of a target balance at the end of the day is swept from the Eligible Account to the line of credit account.  If the collected balance is below the target balance, funds are swept from the line of credit account to the Eligible Account.
2. Bank will designate Client’s existing line of credit account as a transfer-activated account, pursuant to this Section of the Agreement, a Loan Officer Approval Form, and underlying loan documents.  Client directs that funds in the Eligible Account (collected balance) in excess of a target balance (“Target Balance”), agreed upon by Bank and Client, will be transferred daily by Bank to Client’s line of credit account.  The initial Target Balance, the Eligible Account(s), and line of credit account to and from which funds will be transferred shall be agreed upon in writing.  Only those funds in Client’s Eligible Account in excess of the Target Balance will be transferred to Client’s line of credit account.  Client may make deposits to and withdrawals from Client’s Eligible Account and conduct other transactions in the Eligible Account in accordance with Client’s Eligible Account rules.
3. On any Business Day, if after completion of all posting to Client’s Eligible Account the balance is less than the Target Balance, Client directs Bank to transfer funds from Client’s line of credit account and deposit such funds to Client’s Eligible Account.  Bank is authorized to transfer from Client’s line of credit account such an amount as is required to cause the balance in the Client’s Eligible Account to equal the Target Balance.  Such transfer shall be made after crediting the net proceeds of all applicable transactions in Client’s Eligible Account.
4. Client’s Eligible Account will be placed on analysis and assessed a monthly Loan Sweep Eligible Account fee in the amount designated in Treasury Management Fee Schedule or as communicated by the TM Officer.  
5. Bank will issue a monthly statement to Client on the Eligible Account and the line of credit account that will include transfers, balances and interest paid.
6. Client acknowledges and agrees that Bank may change the account number of Client’s line of credit account in conjunction with this Service or for purposes of the Service.  
7. Client acknowledges and agrees that Client’s line of credit account, as evidenced by various loan documents including but not limited to a Promissory Note, are amended to include and allow for the transfers to and from Client’s demand deposit account as described in this Section of the Agreement.  Client acknowledges, agrees and understands that authorized signers on Client’s Eligible Account have full access to funds from Client’s line of credit account.  In addition to the amendment described above, Client acknowledges and agrees that all other terms and conditions of the line of credit account and/or the subject loan documents remain in full force and effect.    
8. Client acknowledges and agrees that only principal payments are processed through this Service Agreement, and Client is responsible for making required loan interest payments.

3. Part C - Provisions Applicable to Parts A and B:

1. Bank agrees to transfer Client's Excess Funds within one Business Day following the day Client's Excess Funds become available. A failure on the part of Bank to transfer the funds shall be excused, however, if such failure results from (a) the unavailability of appropriate funds; (b) computer error or breakdown; (c)

the unavailability of Bank's employees assigned to initiate; or (d) other conditions beyond the control of Bank. “Excess Funds” means only those funds of Client in excess of the Target Balance that are available for withdrawal by Client as a matter of right under Bank's published funds availability schedule. Funds that are posted to Client's account but are not yet available funds are not included in Excess Funds. Any departure by Bank from the preceding provisions in any one or more instances will not be deemed to vary the preceding provisions or to operate as a waiver or estoppel.  

2. Client agrees to pay Bank for performing the services described in this Agreement the fees set forth in the applicable fee schedules provided by Bank to Client. Client authorizes Bank to collect the fees by debiting any of Client's accounts with the Bank. If Client fails to pay the fees promptly, Bank may debit any of Client's accounts or investments with Bank to collect the fees or pursue any other remedy against Client.  
3. Communications or notices regarding this Agreement must comply with Section 3, paragraph titled Notices.  Provided, however, Bank may, in its sole discretion, but without any obligation on the part of the Bank to do so, accept telephone communications or notices from a representative of Client. If the Bank elects to accept such telephone communications or notices from Client in any instance, the business records of the Bank shall be conclusive evidence of the facts and circumstances of any such telephone communication or notice. In receiving or communicating any notices or instructions regarding this Section of the Agreement and in acting thereon, Bank may rely upon any such notices or instructions given by the persons designated hereinabove or by those persons designated by Client in Client's Deposit Agreement and/or any Corporate Resolutions on file with Bank governing Client's account(s). Bank may receive and act upon instructions received from any person Bank believes in good faith to be one of the persons listed above.    

13. TRANSFERS (INTERNAL / EXTERNAL)

If the Client uses the Transfer Service, then the Client agrees to be bound by the terms and conditions set forth herein. a. Description. The Transfer Service (wire transfers are not a part of this service) lets you transfer funds:

i. Between your IFB Eligible Accounts;  ii. Between your IFB Eligible Accounts and your accounts at other U.S. financial institutions; and  iii. Eligible Bank loans may be available in the Service for payment (also through Bill Pay Service) and draws.  

If your IFB Eligible Accounts and/or Service are terminated for any reason, you will have no further right or access to use the Transfers Service.

2. Information Authorization for non-IFB Accounts.  We may verify the non-IFB Eligible Accounts that you add to the Transfer Service. You authorize us to validate the non-IFB Eligible Accounts in a manner selected by us, including through the use of a test transfer, in which one or more low value payments is credited to and debited from your non-IFB Eligible Account. Once the test transfer is complete, we may ask you to access this non-IFB Eligible Account to tell us the amount of the test credit or debit or any additional information reported by your financial institution with this test transfer. We may also verify non-IFB Eligible Accounts by requiring you to submit proof of ownership of such Account(s). This could delay your payments to your IFB Eligible Accounts and you may need to use alternate ways to make payments in the meantime to avoid late fees and/or other charges.
3. By using the Transfer Service, you represent and warrant to us that:

1. You own or are a Designated User on the Eligible Account held with us and at the non-IFB financial

institution;

2. Your Account at the non-IFB financial institution is a United States account; iii.         Your Account and Applicable Law permit transfers;

4. You have the right to authorize and permit us to access your Eligible Accounts to complete such fund transfers or for any other purpose authorized by this Section;
5. By disclosing to us and authorizing us to use Eligible Account information and complete the transfer you are not violating any third party rights; and

        i.         Information you provide to us is true, current, accurate, and complete.

You authorize and permit us to use information you submit to make transfers and to configure the Transfer Service to be compatible with the Eligible Accounts.

At all times your relationship with each non-IFB financial institution is independent of IFB and your use of the Transfer Service. We will not be responsible for any acts or omissions by the non-IFB financial institution, including any modification, interruption, or discontinuance of any Eligible Account by such financial institution or by any other third party, or any fees (including overdraft) that the non-IFB financial institution may charge you during the validation process described above.

Not all types of accounts are eligible for Transfer Service. We may decline the use of any Eligible Account that we believe may present a risk to you and/or us. Be sure to check with your financial institution for restrictions regarding transfers among your retirement (401k, IRA, etc.), savings, trusts, loans, custodial, business, corporate, and other account types.

4. Transfer Types.  We may add new features to the Transfer Service, including a next-day service and a higherlimit service. You will be approved or declined for any such additional service at our sole discretion and additional terms and conditions may apply. We may at any time decline a fund transfer that we believe may violate Applicable Law or regulation, including those we identify as irregular or suspicious, in our sole discretion.
5. Limits on Frequency and Dollar Amount of Transfers. The account agreement for the relevant Eligible Account may provide transfer limits. You may not make fund transfers in excess of dollar limits for the Transfer Service. We reserve the right to change the dollar amount of fund transfers you are permitted to make using our Transfer Service. In the event that your use of the Transfer Service has been suspended and reinstated as provided below, you understand and agree that your use of the Transfer Service thereafter may be subject to lower dollar amount limitations than would otherwise be permitted by us. For security and risk management reasons, we also may impose or modify limits on the frequency and the dollar amount of transfers you can make using our Transfer Service. The limits on the frequency and dollar amount of transfers are solely for the protection of IFB.
6. Failure or Rejection of Transfers. Upon learning that the fund transfer could not be completed, we may, but are not required to, make a reasonable effort to complete the transfer again. If the fund transfer fails, we will notify you to contact your non-IFB financial institution to learn more about the failure. We reserve the right to decline or cancel any funds transfer. We also reserve the right to decline: (i) to submit fund transfer instructions or orders, or (ii) to carry out change or cancellation requests.

You represent and warrant to us that you have enough money in the non-IFB accounts to make any funds transfer you request that we make on your behalf through the Transfer Service, and you are solely responsible for any fees or other penalties that may be assigned by your financial institution for a funds transfer that exceeds your non-IFB account balance(s). If we receive a transfer request against your Eligible Account (or any other account) and there are not enough available funds in your Eligible Account (or any other account) to cover the transfer, we may at our sole discretion:

3. Cover the transfer in accordance with the terms of any written overdraft protection plan that you and we have established;
4. Cover the transfer and create an overdraft to your Eligible Account (or any other account); or iii. Decline the transfer.

We may make this decision regardless of whether we may have previously honored or dishonored overdrafts. Fees may vary depending on the action we take. Any negative balance on an Eligible Account is governed by the applicable agreement for that Eligible Account, including fees that may apply.

7. Your Right to Cancel a Transfer. Payments that are in process cannot be canceled or stopped. When the Transfer Service offers recurring and/or future one-time transfers, you may cancel any transfer as long as we receive the request before the process date or other applicable Cut-Off Time of the one-time transfer or the next scheduled recurring transfer. For recurring transfers, you may cancel only the next scheduled transfer or the entire recurring transfer schedule. After the entire recurring transfer schedule is canceled, all future transfers will be canceled and you must reschedule it if you want transfers to be made in the future.

You may cancel a transfer by logging on to the Transfer Service or by contacting us at phone number provided in Section 3, paragraph titled Errors, Disputes, and Questions.

8. Authorization.  You agree that your transfer instructions are the authorization for us to complete the fund transfer. You authorize us to select any means to execute your fund transfer instructions, such as the ACH, Check, or other clearing service. You will be bound by the rules, laws, and regulations that govern the applicable fund transfer systems, such as ACH rules as published by the NACHA or Article 4A of the Uniform Commercial Code.

We will make all reasonable efforts to process your transfer requests in a timely manner; however, we reserve the right to hold funds pending settlement or for such period of time as we deem necessary, in our sole discretion, to cover items which may be returned unpaid. For Eligible Accounts, any interest earned on such funds during the hold period will remain the property of IFB.  

To complete your fund transfer, we may utilize ACH transfers or another third-party network which will result in a debit to one of your Eligible Accounts and a credit to another of your Eligible Accounts. IFB ACH transfers may go through an IFB transfer account. For ACH debit entries (which debit your other account and credit your Eligible Account), IFB generally makes funds available in your account within 3-4 Business Days to make sure that the item will not be returned unpaid before we credit your Eligible Account. Availability may be further delayed, or we may return the funds to the other financial institution and not make the funds available to your Eligible Account, if we, in our sole discretion, believe the transfer is irregular or suspicious. If the ACH transaction is returned for any reason and the payment has been credited to your Eligible Account, you authorize us to debit your Eligible Account, in whole or in part, for the amount of the returned item and any applicable fees resulting from the return.

9. Fees. Depending on the type of transfer or the type of Eligible Account, we may charge fees for the use of the Transfer Service, and for any additional services or features that we may introduce. Transaction fees are provided in the applicable Schedule of Fees.  You agree to pay all fees associated with the use of the Transfer Service. See the Website for a copy of the latest Schedule of Fees for more information about potential fees. Note that your mobile carrier's message and data rates may apply.
10. Suspension, Reinstatement, and Termination. Without limiting any other right or remedy that we may have under this Agreement or otherwise, we reserve the right to suspend your right to use the Transfer Service, immediately and without prior notice to you, if we incur a problem with your use of the Transfer Service. We may do so if, for example, there is a failure in attempting to debit any of your Eligible Accounts or to collect any of your fund transfers as described above. You understand and agree that such action is reasonable for us to take in order to protect IFB from loss. In the event of such suspension, you may request reinstatement of your service by contacting us at number provide in Section 3, titled Errors, Disputes, and Questions.

In our sole discretion, we may grant or deny reinstatement of your use of the Transfer Service. If we agree to reinstate you, we may initially reinstate your Transfer Service subject to lower per- transaction and monthly dollar limits and/or with other restrictions. Based upon your subsequent usage of the Transfer Service, we may restore your ability to complete transfers subject to such higher limits as may then be in effect.

Subject to Applicable Law or regulation, we may terminate your right to use the Transfer Service at any time and for any reason, including if in our sole judgment we believe you:

5. Engaged in conduct or activities that violate any of the terms of this Agreement or our rights; or ii.         Provided us with false or misleading information; or iii.         Interfered with other users or the administration of the Transfer Services.

11. Account Number Policy.  If the instructions for a transfer under the Transfer Service identify a bank or beneficiary by name and account number, we or the relevant financial institution may execute those instructions by reference to the account number only, even if the account number does not correspond to the name. You agree that neither we nor the relevant financial institution will have responsibility to investigate discrepancies between names and account numbers.
12. Your Responsibility for Errors.  We must rely on the information you provided, and you authorize us to act on any instruction, which has been or reasonably appears to have been sent by you or any Designated User, to submit fund transfer instructions on your behalf. Financial institutions receiving the fund transfer instructions may rely on such information. We are not obligated to take any further steps to confirm or authenticate such instructions and will act on them without getting further confirmation. If you or any Designated User provide us with incorrect information or if there is any error in your instruction, we will make all reasonable efforts to reverse or delete such instructions, but you accept full responsibility for losses resulting from any of your errors, duplication, ambiguities, or fraud in the information that you or any Designated User provides. If any information you or your or any Designated User provides is untrue, inaccurate, not current, or incomplete, without limiting other remedies, we may recover from you any costs or losses incurred as a direct or indirect result of the inaccurate or incomplete information.

We are not responsible for errors, delays, and other problems caused by or resulting from the action or inaction of financial institutions holding the non-IFB account, unless otherwise required by law or regulation. Although we will try to assist you in resolving any such problems, any such errors, delays, or other problems are the responsibility of the relevant financial institution. Any rights you may have against a financial institution for such errors, delays, or other problems are subject to the terms of the agreements you have with such financial institution, including any time limits during which complaints must be made.

Please see Electronic Funds Transfer Provision (For Consumers Only) (Not Applicable to Business Eligible Accounts) in Section 3 in the Agreement for terms and conditions that apply to ETF that debit or credit a Consumer checking, savings, or other asset account and are subject to Regulation E.

13. Our Liability. If we do not provide a fund transfer instruction on time, if we cause an incorrect amount to be removed from an Eligible Account or if we cause funds from an Eligible Account to be transferred to any account other than the account specified in the applicable fund transfer instruction, we shall be responsible for returning the improperly transferred funds and/or for directing any misdirected funds to the proper account.

We are not liable for any costs, fees, losses or indirect, special, or consequential damages of any kind incurred as a result of:

6. Our debit and/or credit or inability to debit and/or credit the accounts in accordance with your fund transfer instructions;  
7. Inaccuracy, incompleteness, or misinformation contained in the information retrieved on the accounts;  iii.         Charges imposed by any non-IFB financial institution or by Applicable Law or regulation;  iv.         Fund transfer limitations set by the non-IFB financial institutions or Applicable Law or regulation;  v.         Not enough money in your Eligible Account to make the fund transfer;  

6. Transfers exceeding the credit limit on any applicable overdraft line or Eligible Account (e.g., loan eligible to be drawn on through TTS);  
7. System failure at an IFB service provider for which we rely on to perform the transfer; or  viii. A non-IFB financial institution prevents the completion of the transfer.

14. Survival. The provisions of paragraphs i., k., l., m., and n. of this Section shall survive termination of this Agreement or termination of your access to the Services / Systems.

14. THIRD PARTY SENDER

If the Client is a TPS, then the Client agrees to be bound by the terms and conditions set forth under this Section of the Agreement.  All capitalized terms not defined in this Section or Section 2, DEFINITIONS, shall have the definition ascribed in Section titled ACH SERVICES, or shall have the meaning given to them in the Rules. a. Recitals.

1. TPS wishes to initiate credit and debit Entries by means of the ACH Network pursuant to the terms of this Agreement and the Rules, and the Bank is willing to act as an ODFI with respect to such Entries.
2. TPS agrees to be bound by the terms and conditions set forth in the Section titled ACH SERVICES.

2. The parties agree that the foregoing recitals are true and correct and that such recitals are incorporated herein by reference.
3. Prerequisites. TPS agrees to be bound by the Rules as in effect from time to time, and that for Entries for which TPS is the Originator, TPS will not initiate such Entries in violation of Applicable Laws. For each Entry for which TPS is not the Originator, TPS represents and warrants that it will not transmit to the Bank any Entries that violate Applicable Laws and represents and warrants that the Originator of the Entry has agreed to assume the responsibilities of an Originator under the Rules and has acknowledged that the Originator may not initiate Entries that violate Applicable Laws.
4. Transmittal of Entries by TPS. TPS shall transmit credit and debit Entries and any other applicable form of Entries to the Bank consistent with the Agreement and in compliance with the formatting and other requirements of the Rules, based on TPS’ authorization and use of the respective System / Service.  TPS agrees that its ability to originate Entries under this agreement is subject to exposure limits in accordance with the Rules and as set forth in the Agreement and/or any communication by the Bank to you regarding the same.  The TPS may NOT begin originating Entries for new companies, including Nested Third-Party Senders, without prior approval from the Bank. Approval will be contingent upon the TPS’s documentation providing proof of the creditworthiness of the Client.
5. Cancellation or Amendment by TPS.  TPS shall have no right to cancel or amend any Entry after its receipt by the Bank.  However, if such request complies with the Security Procedures, then the Bank will use reasonable efforts to act on a request for cancellation of an Entry prior to transmitting it to the ACH Operator or, in the case of an On-Us Entry, prior to crediting or debiting a Receiver’s account, but shall have no liability if such cancellation is not effected.  TPS shall reimburse the Bank for any expenses, losses, or damages the Bank may incur in effecting or attempting to effect the cancellation or amendment of an Entry.
6. Notice of Returned Entries and Notifications of Change.  See respective paragraphs in the Section titled ACH SERVICES.  In addition, the Bank shall provide TPS all information, as required by the Rules, with respect to each Notification of Change (NOC) Entry or Corrected Notification of Change (Corrected NOC) Entry received by the Bank relating to Entries transmitted by TPS. the Bank must provide such information to TPS within two banking days of the Settlement Date of each NOC or Corrected NOC Entry. TPS shall ensure that changes requested by the NOC or Corrected NOC are made by, or on behalf of, the Originator within six (6) banking days of TPS’s receipt of the NOC information from the Bank or prior to initiating another entry to the Receiver’s account, whichever is later.
7. Payment by TPS for Entries; Payment by the Bank for Entries.  

1. TPS 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 discretion, may determine, and the amount of each On-Us Entry at such time on the Effective Entry Date as the Bank, in its discretion, may determine. ii. TPS shall promptly pay the Bank the amount of each debit Entry returned by an RDFI that was transmitted by the Bank pursuant to this Agreement.

3. the Bank shall pay TPS the amount of each debit Entry transmitted by the Bank pursuant to this Agreement at such time on the Settlement Date with respect to such debit Entry as the Bank, in its discretion, may determine, and the amount of each On-Us Entry at such time on the Effective Entry Date with respect to such Entry as the Bank, in its discretion, may determine.
4. the Bank shall promptly pay TPS the amount of each credit Entry returned by an RDFI that was transmitted by the Bank pursuant to this Agreement.

8. The Eligible Account(s). the Bank may, without prior notice or demand, obtain payment of any amount due and payable to it under this Agreement by debiting the Eligible Account(s) of TPS or their client. TPS shall at all times maintain a balance of available funds in the Eligible Account(s) sufficient to cover its payment obligations under this Agreement.  In the event there are not sufficient funds in the Eligible Account(s) to cover TPS’s obligations under this Agreement, TPS agrees that the Bank may debit any account maintained by TPS with the Bank or any affiliate of the Bank or that the Bank may set off against any amount it owes to TPS, in order to obtain payment of TPS’s obligations under this Agreement.  Upon request of the Bank, TPS agrees to promptly provide to the Bank such information pertaining to TPS’s financial condition, as the Bank may reasonably request.
9. Obligations of TPS as a third party sender Under the Rules. Except for any Entry initiated by TPS as an Originator, in addition to any other duties, responsibilities, warranties, representations and liabilities under this Agreement, for each and every Entry transmitted by TPS to the Bank, TPS represents and warrants to the Bank and agrees that TPS shall: (i) perform all of the duties, including, but not limited to, the duty to identify Originators; (ii) assume all of the responsibilities, including, but not limited to, the responsibilities of ODFIs and Originators; (iii) make all of the warranties, including, but not limited to, the warranties of ODFIs and the warranty that Originators have agreed to assume the responsibilities of Originators under the Rules; (iv) make all of the representations; and (v) assume all of the liabilities, including, but not limited to, liability for indemnification for failure of an Originator to perform its obligations as an Originator of a Third-Party Sender in accordance with the Rules.  TPS shall implement a commercially reasonable method to establish the identity of each Originator that enters into an Origination Agreement with the TPS.  All TPS in compliance with ACH Rules must perform an annual ACH Audit in accordance with the Rules and a periodic ACH Risk Assessment.  A copy of the audit must be provided to us no later than ten (10) Business Days after its completion.
10. Authorizations.  Authorizations with the Receiver, either obtained by the TPS or the Originator, must clearly identify the Originator and the Originator cannot be the TPS. Authorizations must comply with the paragraph below titled TPS Representations and Agreements; Indemnity, the Rules, and the appropriate SEC code must be used based on the Receiver and method of authorization.  
11. Eligible Account Reconciliation.  Entries transmitted by the Bank or credited to a Receiver’s account maintained with the Bank will be available for online review daily and will be reflected on the Client’s periodic statement issued by the Bank with respect to the Eligible Account pursuant to the agreement between the Bank and the Client.  It is the Client’s responsibility to monitor the Eligible Account daily and notify the Bank immediately of any discrepancy between the Client’s records and the information shown.  The Client agrees that the Bank shall not be liable for losses resulting from the Client’s failure to give such notice or any loss of interest or any interest equivalent with respect to an Entry.  The Client must notify the Bank consistent with Section 3, paragraph titled Discrepancies, or as provided in the Rules to enable compliance with the return deadlines.  The Client shall be precluded from asserting such discrepancy against the Bank if these notification requirements are not met.
12. Additional TPS Responsibilities.  Consistent with the requirements of the ACH Rules, the following terms and conditions are applicable to TPS regarding the TPS’s ACH processing:  

1. TPS affirmatively authorizes the Bank to originate Entries on behalf of TPS and its Originators, consistent with the terms of this Section and Agreement.  
2. TPS acknowledges receipt of a copy or have access to a copy of the ACH Rules and agree to comply with and be bound by the ACH Rules.  
3. TPS shall be responsible to ensure that the origination of ACH transactions complies with all Applicable Laws, regulations, and orders, including, but not limited to, the sanctions laws, regulations and orders administered by the OFAC; laws, regulations, and orders administered by FinCEN; and any state laws, regulations, or orders applicable to the providers of ACH payment services, including the sending of restricted transactions. Restricted transactions include, but are not limited to, transactions defined as restricted within Regulation GG.  This includes sanctions enforced by the OFAC.
4. Transaction Entry types are limited to those provided within this agreement unless otherwise agreed to in writing by the parties; only said transactions shall be permitted.
5. The Bank (ODFI) reserves the right to suspend or terminate Originator/Nested TPS and/or TPS’s ACH originations for breach of the ACH Rules or as permitted by this Agreement or between the TPS and the Originator or Nested TPS.  
6. The Bank (ODFI) reserves the right to audit the TPS’s (as provided below), its Originators’ and/or Nested TPSs’ compliance with their agreement, this Section and with the ACH Rules.
7. TPS acknowledges and authorizes the set ACH exposure initial limits granted to TPS and agrees to allow changes (increase or decrease) to set limit without the need to execute and document or addendum for changes inherent in its business over time (e.g., increased fees charged, one-time or ongoing special assessments that need to be collected, assessments that are increased over time, etc.).  TPS will be notified in writing of such changes and changes are herein approved with no requirement of TPS to obtain an updated document, simply a notification of the change in writing.
8. TPS agrees to set reasonable exposure limits on each of its Originators and/or Nested Third-Party Senders.  Exposure limits will be set based on Originator’s/Nested Third-Party Sender’s activity and will be monitored by the Third-Party Sender. ix. Third-Party Sender agrees to monitor the origination and return activity of its Originators and/or Nested TPS s across multiple settlement dates.  

10. TPS agrees to complete an audit of ACH Rules Compliance annually and agrees to perform an ACH Risk Assessment periodically.  TPS agrees to provide proof of completion to the Bank on an annual basis or as requested.
11. TPS agrees to provide the Bank information regarding each Originator and/or Nested TPS needed to allow the Bank to remain in compliance with the Rules or regulatory requirements, as requested by the Bank and within ten (10) Business Days of request. Information that may be requested includes, but is not limited to, company name, principal owners, tax ID numbers, address, business type, purpose of ACH entries, and SEC codes to be used.  
12. TPS agrees to document commercially reasonable procedures and processes regarding the onboarding of new Originators.  TPS agrees to adopt and document, as required by the Rules, a commercially reasonable process to verify the identity of each Originator.  
13. The Bank will not allow for Nested TPS relationships, unless pre-approved in writing. TPS agrees to document commercially reasonable procedures and processes regarding the onboarding of Nested TPS.  TPS agrees to adopt and document, as required by the Rules, a commercially reasonable process to verify the identity of each Nested TPS.  
14. TPS agrees to notify the Bank of all, if any, Nested TPS relationships.
15. TPS agrees to, prior to permitting an Originator to originate any entry, enter into an agreement with each Originator that must satisfy the requirements of the Rules.  
16. TPS agrees to, prior to permitting a Nested TPS to originate any entry directly or indirectly through itself or the Bank, to enter into an agreement with each Nested TPS that must satisfy the requirements of the Rules and acknowledges the TPS is responsible for the Nested TPS’s compliance with the Rules.
17. TPS agrees to document security procedures for the protection of entry data and consumer level information.
18. TPS, whose ACH origination volume exceeds two (2) million entries annually must, by June 30th of the following year, agrees to protect DFI account numbers used in the initiation of entries by rendering them unreadable when stored electronically.  
19. In the case of credit entries subject to UCC Article 4A (generally non-consumer entries; entries not covered by Regulation E), the Third-Party must provide the Originator with notice of the following:

• Entries may be transmitted through the ACH;  
• The rights and obligations of Originator is governed by the laws of the state of Florida;  
• Credit given by the RDFI to the Receiver is provisional until the RDFI has received final settlement through a Federal Reserve Bank or otherwise has received payment; and,
• If the RDFI does not receive payment for entry, the RDFI is entitled to a refund from the Receiver in the amount credited to Receiver’s account, and the Originator will not be considered to have paid the amount of the entry to the Receiver.

13. TPS Representations and Agreements; Indemnity. With respect to each and every Entry transmitted by TPS, TPS represents and warrants to the Bank and agrees that (a) each person shown as the Receiver on an Entry received by the Bank from TPS has authorized the initiation of such Entry and the crediting or debiting of its account in the amount and on the Effective Entry Date shown on such Entry, (b) such authorization is operative at the time of transmittal or crediting or debiting by the Bank as provided herein, (c) Entries transmitted to the Bank by TPS are limited to those types of credit and debit Entries agreed upon by the parties at set-up of the ACH Services, (d) TPS shall perform its obligations under this Agreement in accordance with all Applicable Laws and orders applicable to the providers of ACH payment services, and (e) TPS shall be bound by and comply with the provision of the Rules (among other provisions of the Rules) making payment of an Entry by the RDFI to the Receiver provisional until receipt by the RDFI of final settlement for such Entry. TPS specifically acknowledges that it has received notice of the Rules regarding provisional payment and of the fact that, if such settlement is not received, the RDFI shall be entitled to a refund from the Receiver of the amount credited and TPS shall not be deemed to have paid the Receiver the amount of the Entry. TPS agrees to provide notice of this Rule to the Originator. TPS shall indemnify the Bank against any loss, liability or expense (including attorneys’ fees and costs) resulting from or arising out of any breach of any of the foregoing warranties, representations, or agreements.
14. The Bank’s Responsibilities; Liability; Limitations on Liability; Indemnity.

1. 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 TPS 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 TPS’s acts or omissions (including, without limitation, the amount, accuracy, timeliness of transmittal, or authorization of any Entry received from TPS) 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. TPS agrees to indemnify the Bank against any loss, liability, or expense (including attorneys’ fees and costs) resulting from or arising out of any claim or any person that the Bank is responsible for any act or omission of TPS or any other person as described in this subparagraph.
2. the Bank shall be liable only for TPS’s actual damages due to claims arising solely from the Bank’s obligations to TPS with respect to Entries transmitted pursuant to this Agreement; the Bank shall not be liable for any damages or other losses to TPS due to claims made by any Originator in connection with any arrangement or agreement under which TPS transmits Entries pursuant to this Agreement. In no event shall the Bank be liable for any consequential, special, incidental, punitive, or indirect loss or damage which TPS 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 TPS may assert, including without limitation loss or damage from subsequent wrongful dishonor resulting from the Bank’s acts or omissions pursuant to this Agreement.

3. Without limiting the generality of the foregoing provisions, the Bank shall be excused from failing to act or delay in acting if such failure or delay is caused by legal constraint, interruption of transmission or communication facilities, equipment failure, war, emergency conditions or other circumstances beyond the Bank’s control. In addition, the Bank shall be excused from failing to transmit or delay 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. iv. Subject to the foregoing limitations, the Bank’s liability for loss of interest resulting from its error or delay 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 Eligible Account.

15. Payment for Services. TPS shall pay the Bank the charges for the services provided in connection with this Agreement, as provided in the Treasury Management fee schedule provided to the Client, the Schedule of Fees, and any other invoice provide to the Client for an agreed upon Service or hardware provided to TPS. All fees and services are subject to change as provided in Section 3, paragraph titled Fees and Charges.
16. Data Retention. TPS shall retain data on file adequate to permit remaking of Entries for at least ninety (90) days following the date of their transmittal by the Bank as provided herein, and shall provide such data to the Bank upon its request. Without limiting the generality of the foregoing provision, TPS specifically agrees to be bound by and comply with all applicable provisions of the Rules regarding the retention of documents or any record, including, without limitation, TPS’s responsibilities to retain all items, source documents, and records of authorization, in accordance with the Rules.
17. Evidence of Authorization. TPS shall obtain all consents and authorizations required under the Rules and shall retain such consents and authorizations for two (2) years after they expire.
18. Audit / Inspection Rights. TPS acknowledges and grants the Bank the right to audit TPS and its originators’ compliance with this Agreement and/or any other applicable agreement and the Rules.
19. Right to Terminate, Suspend, or Restrict the Service.  In addition to the Bank’s rights under Section 3, paragraph titled Termination, TPS acknowledges that the Bank has the right to terminate, suspend, or place restrictions on use of the Service, as deemed appropriate by the Bank, in the Bank’s sole discretion, on TPS or any of its originators’ use of the Service for breach of the Rules.
20. Exposure limits. See Section 3, paragraph titled Exposure Limits.
21. Survival. The provisions of paragraphs c., d., e., f., g., h., i., j., k., l., m., n., o., p., q., r., t., and u. of this Section shall survive termination of this Agreement or termination of your access to the Services / Systems.

15. WIRE TRANSFER  

If the client uses the Wire Transfer Service, then the client agrees to be bound by the terms and conditions set forth in this Section.  

1. The Bank’s Obligations and Limitations. The Bank is not obligated to accept a Payment Order and if it accepts a Payment Order, it is not liable for: (i) failure to timely execute a wire transfer, (ii) non-completion of the wire transfer for any reason, or (iii) any delay in transmitting the Payment Order or completing the wire transfer.  In no event will the Bank be liable for failure to execute a Payment Order, improper or late execution, if such was caused by circumstances beyond the Bank’s control, including but not limited to Force Majeure event.  To the extent that the Client may be liable to the beneficiary for interest and expenses of the wire transfer because of failure of the Bank to execute a Payment Order, improper or late execution within the Bank’s control, the Bank’s obligation to the beneficiary or the Client is limited to interest, expenses of the fund transfer, and incidental expenses.  THE PARTIES AGREE THAT UNDER NO CIRCUMSTANCE SHALL THE BANK BE LIABLE TO ANY PARTY TO THE PAYMENT ORDER FOR ANY SPECIAL, CONSEQUENTIAL, PUNITIVE, OR INDIRECT LOSS OR DAMAGES OR ATTORNEYS’ FEES SUFFERED BY CLIENT OR THE CLIENT’S INTENDED BENEFICIARY FOR ANY REASON.  The Bank shall be deemed to have accepted the Client’s wire transfer instructions when it executes such wire transfer by issuing a Payment Order intended to carry out the wire transfer instructions received by the Bank.
2. Wire Transfers.  The Bank may: (a) transfer funds from Eligible Account(s) to any other specified Client bank account(s) with the Bank or other bank(s)/financial institutions; and/or (b) transfer funds from Eligible Account(s)

to any specified account(s) of a third party with the Bank or other bank(s)/financial institutions. If the Bank chooses to assign a code number to repetitive wire transfer requests, the Client agrees to use such code number in conveying Payment Order / wire transfer instructions to the Bank.  The Bank reserves the right to refuse or to limit any such Payment Order / wire transfer.

3. Requests for wire.  Requests for wire transfers may be made as follows:

1. For manual wires, all requests by the Client for wire transfers will conform to the procedures as the Bank may from time to time prescribed, including the establishment of Cut-Off Times for receiving Payment Order / wire transfer requests and confirmed receipt of said Payment Orders by the Bank.  In the event the Client elects to use the manual wire transfer Service, the Client shall complete a UNIVERSAL MANUAL VERIFICATION WIRE TRANSFER AGREEMENT (which will be provided to you upon request) for one or more individuals who may be contacted by the Bank to verify wires originated via facsimile (fax), email, or scanned image, etc.  If the Client transmits wire transfer instructions by facsimile or scanned image for a manual wire, the Client agrees that said image is an original as provided in Section 3, paragraph titled Signatures received via facsimile (fax) or scanned images.   
2. Through TTS or Secure FTP Wire.

4. Payment Order.  The Bank may, under certain circumstances, reject the wire transfer instruction / Payment Order without liability by transmitting a notice of rejection to the Client either orally, electronically, by facsimile, or in writing, before executing the wire transfer instructions or issuing a Payment Order.  
5. Dollar Limits on the Service. We reserve the right to impose limits on the dollar amount that you transmit using the Wire Transfer Service and to modify such limits from time to time, without prior notice to you. If you attempt to initiate a Payment Order in excess of these limits, we may reject or stop the processing of such Payment Order. If we permit you to make any Payment Order in excess of the established limits, such Payment Order will still be subject to the terms of the Agreement, and we will not be obligated to allow such Payment Orders at any other time. The Bank will set the Wire Transfer Service limits at its sole discretion, and those limits will be provided to you in the Service, on our website (IFBbank.com), or communicated to you.
6. Revocation / Cancellation of a Wire Transfer / Payment Order.  The Client hereby agrees that if it revokes or cancels any wire transfer / Payment Order instructions, it will indemnify and hold the Bank harmless consistent with Section 3, paragraphs titled Indemnification and Liability; Limitation of Liability; and Disclaimers, as a result thereof.  Upon receipt of a request by a Designated User to cancel a wire transfer instruction previously communicated to the Bank, the Bank will use its best efforts to cancel the wire transfer and/or recover the related funds.  A communication by the Client, which attempts to cancel or amend wire transfer instructions, must be received by the Bank at a time and in a manner affording it a reasonable opportunity to act on the communication.  The Bank makes no representations or warranties as to its ability to revoke or cancel a wire transfer instruction once it has been executed.
7. Foreign Currency.  Payment orders for the transfer of U.S. dollars will be paid in U.S. dollars if transferred to a beneficiary located in the United States. Prior to initiating a wire transfer, you should confirm that your beneficiary can receive the currency you select in your Payment Order. If you do not do so, your Payment Order may be rejected or additional fees due to currency conversion may apply, if the beneficiary's account is in a different currency.  If transferred to a beneficiary located in a foreign country, the beneficiary’s bank or our correspondent may elect to pay the beneficiary in foreign currency at its rate of exchange for the wire transfer. It is the User’s responsibility to advise the beneficiary of this possibility. Foreign currency payment orders are final when made to the beneficiary bank. However, pursuant to the User’s request, the Bank may attempt to cancel or amend any payment order before the wire transfer is made. The Bank shall incur no liability if it is unable, for any reason, to cancel or amend a Payment Order / wire transfer. Refunds of U.S. dollar payment orders shall be made in the U.S. dollar amount. Refunds of foreign currency payment orders shall be in the amount of U.S. dollars that can be bought for the foreign currency amount at the Bank’s then current rate of exchange. The User and the Eligible Account holder bear all the risk of loss due to fluctuation in the rate of exchange and shall fully reimburse the Bank for any such amount. No wire transfer fee shall be refunded. The User and/or the Eligible Account holder is responsible for any charges related to the cancellation or amendment of the foreign currency Payment Order, including the costs to convert the foreign currency back to U.S. dollars after cancellation. The User and/or the Eligible Account holder acknowledges that the Bank is not responsible for any fees that may be charged by foreign, correspondent, or intermediary banks and that those fees could adversely impact the intended amount to be received by the beneficiary. The User and/or the Eligible Account holder further acknowledge that the Bank, in its sole discretion, shall choose the correspondent bank which it decides to work with for the payment of any wire transfers, including foreign exchange transfers.

In addition to any applicable fees, IFB makes money when we convert one currency to another currency for you. The exchange rate used when IFB converts one currency to another is set at our sole discretion, and it includes a markup. The markup is designed to compensate us for several considerations including, without limitation, costs incurred, market risks, and our desired return. The applicable exchange rate does not include, and is separate from, any applicable fees. The exchange rate IFB provides to you may be different from exchange rates you see elsewhere. Different customers may receive different rates for transactions that are the same or similar. The applicable exchange rate may vary based on such factors including, but not limited to, currency pair, transaction size, payment channel, and product type, such as foreign currency cash, Checks, remittances, and wire transfers. Foreign exchange markets are dynamic and rates fluctuate over time based on market conditions, liquidity, and risks. IFB is your arms-length counterparty on foreign exchange transactions. We may refuse to process any request for a foreign exchange transaction.

Incoming wire transfers received in a foreign currency for payment into your account will be converted into U.S.

dollars using the applicable exchange rate without prior notice to you.

If your outgoing international wire transfer is returned to IFB, you may be credited back a lesser amount than the amount that was originally debited for your initial outgoing wire transfer. Fee(s) may be charged by IFB or other financial institutions (for instance, by beneficiary and intermediary banks) when a wire is returned. As a result, the amount of your returned wire may be different than the amount you originally sent due to fees deducted. In addition, when a returned foreign currency wire is converted back to U.S. dollars, the U.S. dollar amount credited back to you may be less than the original amount we debited from your account due to fluctuation in the applicable exchange rate. You accept the risks of any unfavorable change in the applicable exchange rate. IFB will not be liable to you for a sum in excess of the amount that was originally debited for your initial outgoing wire transfer after it has been converted back to the original currency, even if there is a favorable change in the applicable exchange rate.

8. USD Auto Conversion. If the Client requests that United States Dollars (USD) be sent to a foreign country by initiating an international wire transfer in USD through the Bank, the Bank may (but is under no obligation to do so) automatically convert, or arrange with any of its designated correspondent banks to automatically convert, the Client’s USD wire transfer to the local currency of the country where the beneficiary’s account is held prior to receipt by the beneficiary bank (“Auto Convert”). In the alternative, the beneficiary’s bank (or its correspondent) may upon receipt convert the payment into the relevant local currency. Neither alternative requires any action or processing change on the Client’s part. However, the Client may, to the extent the foreign beneficiary bank has USD accounts, if it chooses to, opt out of Auto Convert, either in full (i.e., as to all beneficiaries and local currencies), or in part (i.e., only as to certain beneficiaries and currencies), by sending a written notice to the Bank clearly detailing its request, in which event, neither the Bank nor its designated correspondent banks will convert such wire transfer amounts from USD.

In the event that the Client’s wire transfer is automatically converted by the Bank or its designated correspondent bank under Auto Convert, and the foreign beneficiary requires the payment to be received in USD, the wire transfer will be re-converted by our designated correspondent bank and settled in USD, to the extent the foreign beneficiary bank has USD accounts. If the Client’s wire transfer is returned for any reason, the Client agrees to accept the refund in USD. The Bank will calculate the refund based on the buying rate of exchange of the foreign currency on the date of the refund. The exchange rate will include a commission to the Bank for making the exchange. The Client agrees to accept this amount as a full refund, even if it is less than the original amount the Bank transferred. The Client also agrees to pay the Bank all other charges and expenses that the Bank incurs either as a result of a USD or foreign currency wire transfer.  

Transactions processed in foreign currency denominations are subject to daily (or more frequent) changes in exchange rates. When the Bank or our specified correspondent bank converts a transaction under Auto Convert, the Bank may determine at its discretion the currency exchange rate and then assign that currency exchange rate to the Client’s transaction. The Client agrees to this procedure and agrees to accept the resulting determination of the currency exchange rate. The Bank and its designated correspondent banks may consider many factors in setting currency exchange rates for these purposes. These factors include exchange rates set by others, their desired rates of return, market risk, and credit risk. Neither the Bank nor any of its correspondent banks shall be responsible for any liability that the Client may incur if its currency exchange rates are different from rates (1) offered or reported by third parties; (2) offered by the Bank (or our correspondent) at a different time, at a different location or for a different transaction amount; or (3) that involve different payment media (such as bank notes, Checks and wire transfers). The Client further acknowledges that: (a) its currency exchange rates for retail and commercial transactions, and for transactions affected after its regular business hours or on weekends, are different (and usually less favorable to the Client) than the exchange rates for large interbank transactions affected during a business day, and (b) revenue resulting from fees and rates assessed or applied by our designated correspondent banks in connection with currency conversions under Auto Convert may be shared between the Bank and its correspondent.

Alternatively, when a beneficiary’s bank (or its correspondent bank) converts a USD transaction into a foreign currency, such conversion will be subject to rates and fees assessed by such banks, and may be further subject to various local laws and practices. The Bank has no control over those rates, fees or conditions, and the Client authorizes the Bank to process any resulting charges or credits to the Client’s account.

9. Specific Funds Wire Transfer System or Intermediary Bank. The Bank, in its sole discretion, shall choose the electronic wire transfer system and intermediary bank in order to complete the requested Payment Order. In addition, each Payment Order, amendment or cancellation thereof, carried out through a wire transfer system will be governed by all applicable wire transfer system rules, whether or not the Bank is a member of the system. The Client acknowledges the Bank’s right to reserve, adjust, stop payment, or delay posting of an executed Payment Order is subject to the laws, regulations, circulars, and rules described in this paragraph.
10. Identification of beneficiary / beneficiary’s bank.  

1. If a Payment Order identifies the beneficiary by an identifying number or bank account number, the Bank may rely on such number as the proper identification of the beneficiary, even if the number does not in fact correspond to the person or entity named in and intended to be the beneficiary of the Payment Order.  The Client acknowledges that it is responsible for the consequences of any inconsistency between the name and bank account number of any party in such a Payment Order, and that the Client will be obligated to reimburse the Bank or any other bank for any loss and expense incurred as a result of executing or attempting to execute the Payment Order.  
2. Likewise, the Bank may rely on the identifying number of any intermediary or Beneficiary’s bank, which appears in a Payment Order, even if the number identifies a bank different from the one identified by name in such Payment Order.  The Client acknowledges that under these circumstances (i) the Bank and any subsequent bank may rely on the number as the proper identification of the intermediary or Beneficiary’s bank, and (ii) the Client will be obligated to reimburse the Bank or other subsequent bank for any loss and expenses incurred by it as a result of its reliance on the number in executing or attempting to execute the Payment Order.

11. Notification of completed Wire Transfer.  The Bank will notify the Client of the completed wire transfer pursuant to the Payment Order in the form of mail advice, e-mail, text, facsimile, periodic Eligible Account statements, and at any time within TTS.  The Client will promptly report any discrepancies, unauthorized transfers or transfers not in the name of the Client, erroneous payments to beneficiary not intended by the sender, payment in an amount greater or lesser than the amount intended, or duplication of payment previously sent.  In no event will the Bank be liable to the Client where a report does not comply with Section 3, paragraph titled Discrepancies.  
12. The Bank’s Return of Payment Orders Received on Behalf the Client. If the Bank receives payment on behalf of the Client as a beneficiary and is put on notice by the sender, the sender’s bank, or any intermediary bank that the Payment Order was not authorized, then upon notice to the Client, the Bank may return the Payment Order to the sender’s bank and the Client agrees it will indemnify and hold the Bank harmless consistent with Section 3, paragraphs titled Indemnification and Liability; Limitation of Liability; and Disclaimers, as a result thereof.
13. Applicable Interest Rate. Where interest is referred to herein or where interest is chargeable to the Bank by statute referring to any transaction described herein, then the rate of interest applicable is the average of the Federal Reserve’s Fed Funds rate over the period of time in question.  
14. Cut-off Time. TTS Cut-Off Time for wire transfers will be provided in the System / Service or as communicated by the Bank to you. The Bank will give the Client reasonable notice of any change to said Cut-Off Time.  Any Payment Order received after the Cut-Off Time may be treated by the Bank as received on the following Business Day.
15. The Client’s Obligation to Pay Payment Orders. The Client shall pay the Bank the amount of each Payment Order requested and executed by the Bank.  The Client agrees that its Payment Order requests shall not exceed the available and collected balance in the Eligible Account designated to pay the wire transfer request.  However, if a Payment Order should be executed that creates an overdraft, the Client agrees to pay the Bank the overdraft amount and any applicable overdraft fees or interest charged promptly upon demand.  The Bank may offset the amount of the overdraft against the balance of any the Client’s account(s) with the Bank.  The foregoing shall not preclude the Bank from exercising any other rights it may have to collect under any other agreement or law.
16. Additional Terms Governing Outgoing Consumer International Wires Only (provision applies to Consumers only).  This paragraph contains additional terms applicable only to Payment Orders initiated by a Consumer in the United States to transfer funds from the Consumer’s Eligible Account to a beneficiary in a foreign country for personal, family, or household purposes (each, an “Outgoing Consumer International Wire”). This paragraph does not apply to any Payment Order sent to a beneficiary in the United States, to any Payment Order initiated by a non-Consumer, or to any Payment Order initiated by a consumer for any non-personal, non-family, or nonhousehold purposes. In the event of a conflict between a provision in this paragraph, and another provision in the Agreement or Eligible Account agreement for your, this paragraph will control with respect to Outgoing Consumer International Wires.

Prior to sending an Outgoing Consumer International Wire, IFB will provide you with certain important disclosures regarding your transaction including, to the extent applicable: the amount that will be transferred to the beneficiary, a description of any fees and taxes imposed by IFB, the total amount of the transaction, the exchange rate to be used if applicable, the amount to be transferred, a description of any fees imposed by third parties, and the amount that will be received by the beneficiary. If you choose to send your Payment Order in foreign currency, the amount to be transferred, a description of any fees imposed by third parties, and the amount that will be received by the beneficiary will be disclosed in the foreign currency. Once you complete your transaction, you will receive a receipt that includes the above information, as well as the date of availability, error resolution and cancellation right information, and other disclosures.

You have a right to cancel an Outgoing Consumer International Wire for a full refund of all amounts paid, including fees, within 30 minutes of completing it. To cancel, either select the available “Cancel” option within Wire Transfers, or call the phone number provided to you on your receipt at the time of your request or the phone number provided within this Agreement at Section 3, paragraph titled Errors, Disputes, and Questions.

In the event that you believe an error has occurred with respect to an Outgoing Consumer International Wire, you must notify IFB no later than 180 days after the “availability date” (the date when funds will be available to the beneficiary) disclosed to you. You may notify us by calling the phone number provided to you on your receipt at the time of your request or the phone number provided within this Agreement at Section 3, paragraph titled Errors, Disputes, and Questions. If you fail to notify us within this time period, IFB will not be liable for any error or loss of interest or any interest equivalent relating to the erroneous transaction.

When you contact us, please tell us: (a) your name, address, and telephone number where we can reach you during business hours; (b) the beneficiary's name and, if known, his or her telephone number and address; (c) the date, dollar amount, and transaction confirmation number of the Outgoing Consumer International Wire; and (d) the error or problem with the wire transfer, and why you believe it is an error or problem.

IFB will determine whether an error occurred within 90 days after you contact us, and we will correct any error promptly. We will contact you with the results within three (3) Business Days of completing our investigation and making our determination. If we identify that there was no error, or an error occurred that is different from the one you described, IFB will send you a written explanation. You may ask for copies of any documentation we used in our investigation.  

With respect to Outgoing Consumer International Wires, such a wire is a "remittance transfer" as defined in Regulation E, Subpart B, and will be governed by the laws of the United States and, to the extent applicable, the laws of the state of Florida, including Florida’s version of UCC 4A, without regard to its conflict of laws principles.

Except as otherwise agreed in writing, IFB is liable only for damages required to be paid as provided under Regulation E, subpart B or, to the extent applicable, UCC 4A (except as expressly modified by this Agreement). Except as required by Regulation E, subpart B, IFB will not be responsible for the acts or omissions of any other person or entity, including but not limited to any processor, any country's central bank, or any other financial institution, and no such person or entity will be deemed IFB's agent.

q. Survival. The provisions of paragraphs a., f., g., h., i., j., k., l., m., n., o., p., and q. of this Section shall survive termination of this Agreement or termination of your access to the Services / Systems.

PLEASE PRINT A COPY OF THE ONLINE BANKING SERVICES TERMS & CONDITIONS FOR YOUR RECORDS.

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