Treasury Management Terms and Conditions

Some Services require Customer to complete additional forms or provide additional information (“Operating Instructions”), which provides Bank with necessary information to set up the Service. The Operating Instructions must be completed by you before using the applicable Service. The Operating Instructions are incorporated herein and made a part of this Master Agreement. You may begin using the Service when we have received all required and properly executed documentation. 

By signing the Treasury Management Enrollment Form (the “Enrollment Form”) for this Treasury Management Terms and Conditions, Century Bank (“Bank,” “our,” “we,” “us”) and the entity designated in the Enrollment Form (“Customer,” “you,” “your,” “yours”) agree to be bound by the Treasury Management Terms and Conditions, including the Enrollment Form and all Schedules thereto, all Operating Instructions, any other Treasury Management Service agreements (a “Service Agreement”) and all other agreements referenced herein, each as amended from time to time (collectively referred to herein as the “Master Agreement”) and Customer acknowledges and agrees that it has received, read, understands, and agrees to the Master Agreement.

After the Customer executes the Enrollment Form, the Customer may from time to time request the Bank to provide any of the Services. The Customer may begin to use any such Service once Bank has approved such use and has received all required properly executed forms.  All times listed in this Master Agreement are Mountain Time (daylight or standard) unless otherwise stated.

The following terms and conditions apply to all the Treasury Management Services provided by Bank. These Services currently include, but are not limited to, the Business Online Banking Service, ACH Origination, Wire Transfer of Funds, Remote Deposit Capture, Fraud Control, and any other service described herein.  Bank and Customer agree that this Master Agreement shall also govern all new Treasury Management Services used by Customer in the future.  Bank agrees to provide and Customer agrees to purchase certain Services provided for and described in this Master Agreement and agrees to such terms and conditions of this Master Agreement. Customer agrees as follows:

Customer hereby warrants that it has full right, authority and power to agree to the terms of this Master Agreement and that execution of the Enrollment Form has been duly authorized by necessary governing bodies or executive officers, as the case may be.   Customer agrees to supply Bank any information that the Bank may reasonably request including, but not limited to, such documents as may be satisfactory to the Bank which establish the authority of any representative to enter into or act on behalf of Customer in regards to this Master Agreement or to enter into the Services and or to perform any other act contemplated under this Master Agreement.

Customer further warrants that it is validly existing and in good standing under the laws of the applicable state and any consent or authorization of any governmental authority or third party required to be obtained by Customer in connection with this Master Agreement or any Service(s) used or performed has been obtained.

You acknowledge, represent and warrant that the Services will not be used for accounts established primarily for personal, family or household purposes. Specifically, you acknowledge, represent and warrant that the transfer of funds from your Accounts is for business purposes and not for personal, family or household purposes.  Accordingly, the provisions of the federal Electronic Fund Transfer Act, as amended, and the Consumer Financial Protection Bureau’s Regulation E, as amended, and any other laws or regulations, as well as any terms or provisions of this Master Agreement, intended for the protection of consumers or governance of transactions involving consumers or consumer accounts do not apply to any Service transactions affecting your Accounts.

Customer, and each Commonly Controlled Entity, (as defined below) represents and warrants to Bank: (1) other than the actual Customer, each of the entity for which the Services described herein are used is an entity in which the Customer or its Parent (herein defined) has direct or indirect majority ownership interest (each, a “Commonly Controlled Entity”); (2) that each such entity maintains one or more checking accounts with Bank; (3) that the person executing the Enrollment Form on behalf of the Customer is an authorized signatory on each of the Commonly Controlled Entity Accounts with Bank and authorized to add, modify and delete Services for Customer; (4) that the execution of the Enrollment Form by such person constitutes the acceptance of and agreement to the terms and conditions contained in this Master Agreement and the Operating Instructions for the Services, both on behalf of the Customer and each such Commonly Controlled Entity, for the purpose of granting authority for such person to perform transactions hereunder; (5) that all actions by such person on behalf of the Customer or a Commonly Controlled Entity constitutes the duly authorized action of the Customer and/or such Commonly Controlled Entity, as applicable; and (6) that each Commonly Controlled Entity is deemed to be a party to this Master Agreement.  For purposes of this Master Agreement, “Parent" means a person or entity that has a majority ownership interest in Customer.

1. Bank, in its discretion, may permit Customer to link its Accounts maintained at Bank to the Accounts of other Commonly Controlled Entities through the Services, to permit Customer to perform all banking transactions authorized in the Service Sections and this Master Agreement, relating to such Commonly Controlled Entities' Accounts, without requiring other signatures or further authorizations of the applicable Commonly Controlled Entities.
2. Customer, and each Commonly Controlled Entity, represents to Bank that they have entered into an agreement in which Customer agrees to perform certain Treasury Management Services, on behalf of Commonly Controlled Entities, that require Customer to have access to, and authority to conduct banking transactions on behalf of and with respect to, the Commonly Controlled Entities’ Accounts maintained at Bank. By signing the Enrollment Form, Customer and each Commonly Controlled Entity make such representation to Bank and authorize Bank to perform such transactions based upon Customer’s instructions.
3. Customer and each Commonly Controlled Entity represents and warrants to Bank that if Accounts held under different tax identification numbers are linked, the person signing the Enrollment Form is an authorized signatory for each Commonly Controlled Entity, is authorized to designate the Users and/or Representatives for access to any Service included in this Master Agreement and the Service Section, and that no Account included for common access is restricted from such common access by any provisions of Customer’s charter, bylaws or similar documents or any applicable laws or any existing resolution, declaration or agreement with Bank and that each of the requested Services has been duly and legally authorized by Customer and each Commonly Controlled Entity. Where Accounts held under different tax identification numbers are requested to be linked, Customer, and each Commonly Controlled Entity, acknowledges that Bank shall rely on the Security Procedure to determine authority of Customer to transfer funds or conduct other transactions effecting Accounts of other Commonly Controlled Entities. Customer and each Commonly Controlled Entity acknowledges that it is responsible for determining any limitations on access to its Accounts by its officers, employees, or other designated representatives.
4. Where Bank permits linkage between Commonly Controlled Entity accounts, Customer and each of the Commonly Controlled Entities hereby jointly and severally direct Bank and authorize it: (a) to provide complete access by Customer to Commonly Controlled Entities’ Account(s), and (b) to recognize, accept and effectuate all transactions initiated through the Services available under this Master Agreement by Customer, with respect to Commonly Controlled Entities’ Accounts, all without further inquiry regarding: (i) the authority of the person(s) initiating the transaction(s), and (ii) any aspect of the transaction(s) itself. Bank shall not otherwise be deemed to have any knowledge of the provisions of the agreement between Customer and its Commonly Controlled Entities respecting such banking or other matters, nor any of their respective duties thereunder, and recitation of the said agreement herein is for reference purposes only.
5. By executing the Enrollment Form and agreeing to the terms and conditions contained in the Master Agreement, Customer and each Commonly Controlled Entity represents and warrants to Bank that (i) it has fully advised the appropriate owners, officers, and other personnel of Customer and each Commonly Controlled Entity regarding the terms hereof, including with respect to, among other things, terms and conditions relating to Customer’s rights and obligations with respect to Account linkage matters and with respect to the Commonly Controlled Entity’s joint and several obligations hereunder relating to such transactions; (ii) Customer and each Commonly Controlled Entity fully agrees to be bound by the terms hereof in respect of its Accounts, including with respect to, among other things, the charging of fees to its Accounts as described in this Master Agreement; (iii) Customer and each Commonly Controlled Entity hereby assume all obligations and risks  pursuant to the terms of this Master Agreement with respect to transactions affecting Customer and each Commonly Controlled Entity’s Accounts.  Bank shall have no responsibility with respect to the application of funds pursuant to transactions under this Master Agreement and Bank’s obligations with respect to such funds and Account linkage matters shall be limited strictly and specifically to those set forth herein.
6. All fees and charges incurred for specific transactions and Services by Commonly Controlled Entities executed using the Services shall be charged to the applicable designated Account of the Customer or the applicable Commonly Controlled Entity. All fees assessed are listed in the Bank’s schedule of fees for Treasury Management Services and/or any Service(s) in this Master Agreement (“Schedule of Fees”) and are subject to change from time to time. 
7. Customer and each Commonly Controlled Entity, jointly and severally, holds Bank harmless and indemnifies Bank for any loss, damage, injury, assessment, judgment or liability, suffered or incurred by Bank, and for any claim, proceeding, action or cause of action brought against Bank (including reasonable attorneys’ fees relating thereto), arising from, or in any manner in connection with any transactions executed under the terms and conditions of this Master Agreement and the Service Sections.
8. A Commonly Controlled Entity may withdraw the authority granted under this Master Agreement for Customer’s authorized representative to act on behalf of such Commonly Controlled Entity hereunder and under one or more Service Sections by providing notice of such withdrawal of authority to Bank as provided herein, but such notice shall not be effective until five (5) Business Days after receipt and written acknowledgment of such receipt, by Bank, or such earlier time as Bank may effectuate such withdrawal of authority. Customer and Bank agree that in the event of withdrawal of the authority granted herein by a Commonly Controlled Entity, Customer and Bank shall terminate this Master Agreement and all applicable Service Sections (collectively “Service Sections”) in accordance with the termination provisions of the Service Sections.

The delivery of notices, documents and correspondence to Customer in connection with this Master Agreement and each Service Section shall be deemed to be delivery to each Commonly Controlled Entity.

Customer acknowledges and agrees that Customer's demand deposit accounts maintained with Bank (individually “Account,” collectively “Accounts”) are an integral part of the Services offered by Bank and that all transactions and Services initiated or processed pursuant to this Master Agreement are subject to the terms and conditions, any disclosure pertaining to the Account(s) into which the deposit is to be made, and any rules, regulations and agreements applicable to or governing the Account(s) (“Account Agreement”) in effect from time to time between Customer and Bank including without limitation, the arbitration provisions. The Account Agreement is expressly incorporated herein by reference. The terms and conditions of this Master Agreement shall control over any inconsistent terms and conditions of the Account Agreement. Customer acknowledges that it has signed and executed all agreements, resolutions, signature cards and forms governing Customer's demand deposit account required by Bank. If Customer has not signed the foregoing forms required by Bank, by signing the Enrollment Form, Customer acknowledges that it has read the contents of and agrees to be bound by the terms of those forms, agreements and documents, and adopts and ratifies, as an authorized signatory(s), the signature(s) of any person(s) who has signed a signature card or any check on Customer's account. Customer also agrees to establish all accounts that must be opened in conjunction with the Service provided by Bank.

Bank offers Treasury Management Services under the Service Sections only in association with one or more deposit accounts maintained by Customer at Bank. If required by Bank, Customer agrees to maintain the minimum collected balance (“Required Deposit Balance”) in the amount and in the account specified in the Service terms and conditions of the specific Services selected and designated by Customer and the set of detailed instructions referred to as the “Operating Instructions,” establishing the procedures and operating instructions governing the Service.

Bank shall perform the Services selected by Customer in accordance with the Service terms and conditions contained herein and the Operating Instructions governing the selected Service. “Operating Instructions” shall mean any information provided by Bank to Customer and any information provided by Customer to Bank giving instructions for use of the Service. Operating Instructions, which may be communicated within the terms and conditions of the Service, by online screen instructions or other forms of written notice permitted by this Master Agreement, are made a part hereof. Customer agrees the use by Customer of any Service Section shall, without any further action or execution or acceptance of any documentation on the part of Customer, constitute Customer’s acceptance of this Master Agreement, as amended, including each applicable Service Section as may be in effect at the time of use.

Customer may be using special equipment, services or software provided by a third party to assist it in processing Checks (as defined in Part II, Section 2), files, accessing the ACH Origination Service, Wire Transfer Service, Bill Pay Service, Business Online Banking, Fraud Control, or otherwise transmitting data and information or communicating payment instructions (collectively, “Files”) to Bank under this Master Agreement (“Service Provider”).  Customer agrees not to use a Service Provider to transmit Files to the Bank without first (i) notifying the Bank in writing at least ten (10) days prior to Customer’s intention to use a Service Provider and (ii) obtaining the Bank’s approval.  After receiving approval from the Bank, if the Customer uses a Service Provider to transmit Files to the Bank, Customer agrees (a) that the Service Provider is acting as the Customer’s agent in the delivery of Files to the Bank; (b) to assume full responsibility and liability for any failure of Service Provider to comply with the laws of the United States, the Rules and this Master Agreement; and (c) to provide the Bank with the name of the Service Provider along with documentation and/or agreements regarding the Service Provider reasonably requested by Bank.  Customer understands and acknowledges that Bank shall not be liable for any losses or additional costs incurred by the Customer resulting from any error by the Service Provider or a malfunction of equipment or software provided by the Service Provider.  Customer is solely responsible for maintaining compliance with the requirements of the Service Provider, including obtaining any software updates.  Bank shall not have any responsibility for any File handled by the Service Provider until that point in time when the Bank accepts and approves a File from such Service Provider for processing.  If the Bank authorizes the Customer to use a Service Provider, the terms and conditions governing the relationship between the Customer and the Service Provider shall be governed by a separate agreement between the Customer and the Service Provider (“Service Provider Agreement”).  All of the Customer’s obligations and responsibilities under this Master Agreement will apply to the Service Provider, and the Customer’s separate agreement with the Service Provider must so provide.  At the Bank’s request, the Customer will provide to the Bank a true and exact copy of such agreement. To the extent there is any conflict between the terms of this Master Agreement and the Service Provider Agreement, the terms of this Master Agreement shall control.  The Customer shall designate the Service Provider as a User on behalf of Customer and Bank may require the Service Provider to enter into a Service Provider Agreement with Bank before the Service Provider sends Files to the Bank.  Notwithstanding the foregoing, the Customer hereby authorizes the Bank to accept any File submitted by the Service Provider even if the Service Provider has not been designated as a User or if the Service Provider has not executed the Service Provider Agreement.  Customer hereby indemnifies and holds Bank harmless for any losses, damages, fines, assessments, costs and expenses incurred or suffered by Bank or any other person as a result of or arising from Customer’s use of the Service Provider, including fines or assessments incurred under the Rules and attorneys’ fees.

The effective date of this Master Agreement shall be the earlier of (a) the date the Bank accepts the Enrollment Form executed by Customer or (b) the date when Customer begins using any Service(s). Once the Customer has signed the Enrollment Form, the Customer may request the Bank to provide Services which are provided for in this Master Agreement. Customer may begin to use any such Service once Bank has approved such use and has received all required properly executed forms.  Bank shall have no obligation to deliver or render the Service(s) until Bank has approved such use and received all required and properly executed forms. Use of the Service after the effective date of any such revisions, updates, and/or changes will constitute your consent to the same.

Customer shall transmit or deliver data and other information in the format and on the media as provided for in each Service Section terms and conditions contained herein and the Operating Instructions or as otherwise required by the Bank in conjunction with rendering the Service(s) selected by Customer.  Customer shall have the sole responsibility of ensuring the accuracy and correctness of the data transmitted.  Customer acknowledges and agrees that Bank shall not examine the data for correctness and the Bank shall not have any responsibility for detecting errors in the data transmitted by the Customer. The data transmitted by Customer must be legible, correct and complete.  Bank shall not process, and Bank shall not be liable to Customer for failure to process, the data if it is not in the format specified by Bank or if the data is incomplete.  Bank shall not be liable for errors or omissions caused by data that is rejected as the result of Customer's failure to provide the data in accordance with the standards specified in the Service terms and conditions and the Operating Instructions.

Customer shall provide written notice to Bank of any changes to the information previously provided by Customer to 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 Bank within five (5) Business Days of the change.  Customer shall provide any additional information requested by Bank within five (5) days of such request. 

Bank shall provide Customer with one or more User ID(s) and/or passwords, Biometric Logon, and/or other means of authentication approved by the Bank (collectively, an “Access Code”) to access certain Services.  The use of the Access Code, in addition to other authentication methods described below, is a security procedure established by Bank to authenticate the identity of the person attempting to gain access to the Service (“Security Procedure”).  The Security Procedure is not designed for the detection of errors.  We may require you to change your Access Code from time to time for security reasons. You should keep your Access Code in a secure location. Any person having access to your Security Procedures will be able to access these Services and perform all transactions, including reviewing Account information and making Transfers to other Accounts and to other persons.  You are responsible for safeguarding the Security Procedures.  Providing these Security Procedures to another person effectively constitutes a grant of authority to access your Accounts.

1. 1. You agree to comply with the Security Procedures and any other procedures Bank directs you to use, and you acknowledge and agree that the Security Procedures, including (without limitation) any code, Access Code, Password, User ID, personal identification number, user identification technology, token, certificate, layered security, software or other element, means, or method of authentication or identification used in connection with a Security Procedure (“Security Devices”), constitute commercially reasonable security procedures under applicable law for the initiation of the Services you utilize, including without limitation, transfers and access to confidential information. You authorize us to follow any and all instructions entered and transactions initiated using applicable Security Procedures unless and until you have notified us, according to notification procedures prescribed by us, that the Security Procedures or any Security Device has been stolen, compromised, or otherwise become known to persons other than you or your representative(s) and until we have had a reasonable opportunity to act upon such notice. You agree that the initiation of a transaction or instructions using applicable Security Procedures constitutes sufficient authorization for Bank to execute such transaction or instruction notwithstanding any particular designation by you of authorized persons or signature requirements identified on any signature card or other documents relating to this Master Agreement or your deposit account maintained with Bank, and you agree and intend that the submission of transactions and instructions using the Security Procedures shall be considered the same as your authorized written signature in authorizing us to execute such transaction or instruction.  You acknowledge and agree that you shall be bound by any and all transactions initiated through the use of such Security Procedures, whether authorized or unauthorized, and by any and all transactions and activity otherwise initiated by you, to the fullest extent allowed by law.  You further acknowledge and agree that the Security Procedures are not designed to detect error in the transmission or content of communications or transactions initiated by you and that you bear the sole responsibility for detecting and preventing such error.
   2. You agree to appoint and designate, in the Enrollment Form, an administrator (the “Administrator”) who will be authorized and responsible for creating and maintaining (or directing the Bank to create and maintain) Access Codes, including assigning and revoking access privileges for persons to use the Service, (“User”) and providing new and subsequent Security Devices to those Users. Bank will provide (i) each User or (ii) Customer’s designated Administrator, through United States postal mail, e-mail and/or other delivery service selected by Bank at Bank’s option, with an Access Code to be distributed by the Administrator or the Bank to each User with respect to one or more of the Services. Customer understands that the Administrator has the capability of providing administrative privileges identical to that of the Administrator to any User, including the ability to create and maintain subsequent User accounts and assigning and revoking access privileges. If these privileges are granted by the Administrator to a User, that User will also be considered an Administrator. Customer shall review and confirm all administrative privileges granted to the Administrator and each User to ensure that only the administrative privileges intended by Customer are granted to the Administrator and User. Bank shall have no liability for administrative privileges granted by the Administrator to any User or Administrator and Customer shall indemnify and hold Bank harmless from any losses, damages, costs, claims or demands arising from or in any way related to such a grant of administrative privileges by any Administrator. Customer will be required to use the Security Device each time it accesses the Services. Customer acknowledges that any Administrator shall have the ability to control security levels such as Service access and Service transaction limits, including without limitation the ability to assign dollar amount limits to transfers of funds.  You also agree that the Administrator or any User shall also have the authority on behalf of Customer to electronically accept and approve any and all agreements and amendments to agreements by and between Bank and Customer, including but not limited to this Master Agreement. 
   3. You agree to keep all Security Procedures and Security Devices protected, secure, and strictly confidential and to provide or make available the same only to your authorized representative(s). You agree not to disclose or provide any Security Procedures or Security Devices to any unauthorized person.  You also agree that Users shall not share Security Devices with each other.  Where you have the ability to change or modify a Security Device from time to time (e.g., a password or User ID), you agree to change Security Devices frequently in order to ensure the security of the Security Device.  You agree to notify us immediately, according to notification procedures prescribed by us, if you believe that any Security Procedures or Security Device have been stolen, compromised, or otherwise become known to persons other than you or your authorized representative(s) or if you believe that any transaction or activity is unauthorized or in error.  In the event of any actual or threatened breach of security, we may issue you a new Security Device or establish new Security Procedures as soon as reasonably practicable, but we shall not be liable to you or any third party for any delay in taking such actions.  You agree to indemnify, defend all claims, and hold Bank harmless from any loss, damages, or expenses, including but not limited to attorneys’ fees, caused by you, your employees’, or agents’ failure to keep the Security procedures or Security Device confidential and secure.
   4. You agree to notify us immediately, according to notification procedures prescribed by us, if the authority of any authorized representative(s) shall change or be revoked. You shall recover and return to us any Security Devices in the possession of any of your authorized representative(s) whose authority to have the Security Device has been revoked.
   5. You acknowledge and agree that your employees are the first line of defense against a Corporate Account Take Over (“CATO”). As used herein, CATO means a form of corporate identity theft where a cybercriminal steals a business’s Access Code(s) or hijacks internet browser sessions to access your Account(s) thereby conducting unauthorized transactions, changing contact information, and gathering information on the history of the Account(s) to commit other crimes.  You agree to protect your Access Devices just as you would your cash and physical locations.  If a CATO occurs, you must contact us immediately and to take action to reasonably stop or mitigate your losses.
   6. We reserve the right to modify, amend, supplement, or cancel any or all Security Procedures, and/or to cancel or replace any Security Device, at any time and from time to time in our discretion. We will endeavor to give you reasonable notice of any change in Security Procedures; provided that we may make any change in Security Procedures without advance notice to you if we, in our judgment and discretion, believe such change to be necessary or desirable to protect the security of our systems and assets.  Your implementation and use of any changed Security Procedures after any change in Security Procedures shall constitute your agreement to the change and your agreement that the applicable Security Procedures, as changed, are commercially reasonable and adequate for the purposes intended.

1. 1. Customer is solely responsible for providing for and maintaining the physical, electronic, procedural, administrative, and technical security of data and systems in Customer’s possession or under Customer’s control. Bank is not responsible for any hardware or software viruses (including, without limitation, programs commonly referred to as “malware,” “keystroke loggers,” and/or “spyware”), problems or malfunctions resulting from any hardware or software viruses, or any related problems that may be associated with the use of an online system or any Service(s). Any material downloaded or otherwise obtained is obtained at Customer’s own discretion and risk, and Bank is not responsible for any damage to Customer’s hardware, software or operating systems or for loss of data that results from the download of any such material, whether due to any hardware or software virus or otherwise.  Customer is solely responsible for maintaining and applying anti-virus software, security patches, firewalls, and other security measures with respect to Customer’s operating systems, and for protecting, securing, and backing up any data and information stored in or on Customer’s operating systems.  Bank is not responsible for any errors or failures resulting from defects in or malfunctions of any software installed on Customer’s operating systems or accessed through an Internet connection.
   2. Customer acknowledges and agrees that it is Customer’s responsibility to protect itself and to be vigilant against e-mail fraud and other Internet frauds and schemes (including, without limitation, fraud commonly referred to as “phishing” and “pharming”). Customer agrees to educate User(s), agents, and employees as to the risks of such fraud and to train such persons to avoid such risks.  Customer acknowledges that Bank will never contact Customer by e-mail in order to ask for or to verify Account numbers, Security Devices, or any sensitive or confidential information.  In the event Customer receives an e-mail or other electronic communication that Customer believes, or has reason to believe, is fraudulent, Customer agrees that neither Customer nor its User(s), agents, and employees shall respond to the e-mail, provide any information to the e-mail sender, click on any links in the e-mail, or otherwise comply with any instructions in the e-mail.  Customer agrees that Bank is not responsible for any losses, injuries, or harm incurred by Customer as a result of any electronic, e-mail, or Internet fraud.
   3. In the event of a breach of the Security Procedure, Customer agrees to assist Bank in determining the manner and source of the breach. Such assistance shall include, but shall not be limited to, providing Bank or Bank’s agent access to Customer’s hard drive, storage media and devices, systems and any other equipment or device that was used in breach of the Security Procedure. Customer further agrees to provide to Bank any analysis of such equipment, device, or software or any report of such analysis performed by Customer, Customer’s agents, law enforcement agencies, or any other third party.  Failure of Customer to assist Bank shall be an admission by Customer that the breach of the Security Procedure was caused by a person who obtained access to transmitting facilities of Customer or who obtained information facilitating the breach of the Security Procedure from Customer and not from a source controlled by Bank.

Customer understands it must, and hereby agrees to, at its sole cost and expense, use hardware (including computers, mobile devices, tablets and other devices used to access the Services) (collectively, an “Access Device”) and software that meets all technical requirements for the proper delivery of the Service and that fulfills Customer’s obligation to obtain and maintain secure access to the Internet.  Customer understands and agrees it may also incur, and shall pay, any and all expenses related to the use of the Services, including, but not limited to, telephone service or Internet service charges.  Customer 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 Services.  Customer 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 Services and the cost thereof, and Customer 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 Customer or third-party employees.  Bank is not responsible for, and Customer hereby releases Bank from any and all claims or damages resulting from, or related to, any software or hardware virus or related problems that may be associated with using electronic mail or the Internet to deliver Services.  Bank is not responsible for any errors or failures resulting from defects in or malfunctions of Customer’s Access Device or software.  In addition to installing antivirus software, Customer hereby agrees to scan its Access Devices and software on a regular basis (one or more times per month) using a reliable software or hardware virus detection product in order to detect and remove software or hardware viruses.  In connection with its use of the Services, Customer shall only use the hardware, software, and Access Device operating systems approved by Bank.

All rights, title and interest in and to (a) any and all software, including, but not limited to, the object and source codes therefore, and any and all updates, upgrades, fixes and enhancements thereto, together with any and all documentation, user guides and instructions pertaining thereto (everything in this clause (a), collectively, “Software”), and (b) any and all users guides, instructions and other documentation provided to, or used by, Customer in connection with the Services (everything in this clause (b) collectively, the “Documentation”) shall be, and remain, the property of Bank or any third party Software provider, as applicable.  Unless otherwise expressly authorized, Customer may not (i) 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 (ii) copy, reproduce, transmit, retransmit, disseminate, display, publish, sell, broadcast, circulate, distribute, transfer, assign, or commercially exploit the Documentation. 

For any Service described herein utilizing the Internet, Bank does not and cannot control the flow of data to or from Bank's network and other portions of the Internet. Such flow depends in large part on the performance of Internet Services provided or controlled by third parties. Actions or inactions of such third parties can impair or disrupt Customer's connections to the Internet (or portions thereof). Bank cannot guarantee that such events will not occur. Accordingly, Bank disclaims any and all liability resulting from or related to such events and in no event shall Bank be liable for any damages (whether in contract or in tort) that are attributable to the public Internet infrastructure, Customer's ability to connect to the Internet, or Bank's ability to connect to the Internet on Customer's behalf.

Customer agrees that Bank may establish limits or restrictions on Services provided in this Master Agreement and that Bank may amend those limits without notice.  The limits or restrictions may apply to transaction amounts, types of accounts that are eligible for the Service, the frequency of the transactions or any other limits or restrictions that Bank deems necessary.  Customer agrees to abide by and honor the limits or restrictions established by Bank.  Customer also agrees that Bank shall have no liability to Customer for refusal to process any transaction or to act on any request by Customer that exceeds the limit or restriction, or if the Customer has insufficient available funds to affect any transactions.

Bank may from time to time request information from Customer in order to evaluate a continuation of the Service to be provided by Bank hereunder and/or adjustment of any limits set by Bank.  Customer agrees to provide the requested financial information within a reasonable period of time upon request by Bank, in the form required by Bank.  Customer authorizes Bank to investigate or reinvestigate at any time any information provided by Customer in connection with this Master Agreement and the Services. Upon request by Bank, Customer hereby authorizes Bank to enter Customer’s business premises and/or any remote premises used for any of the Services in this Master Agreement for the purpose of ensuring that Customer is in compliance with the terms of this Master Agreement, applicable laws and regulations, and the National Automated Clearing House Association (“NACHA”) Rules and Bank’s operating rules and procedures for electronic entries, including any exhibits or appendices thereto now in effect, or as may be amended from time to time (the “Rules”) and Customer specifically authorizes Bank to perform an audit of Customer’s operational controls, risk management practices, staffing and the need for training and ongoing support, compliance with the Rules and this Master Agreement, and information technology infrastructure. Customer hereby acknowledges and agrees that Bank shall have the right to mandate specific internal controls at Customer’s location(s) and Customer shall comply with any such mandate. In addition, Customer hereby agrees to allow Bank to review available reports of independent audits performed at the Customer location related to information technology, the Service and any associated operational processes.  Customer agrees that if requested by Bank, Customer will complete a self-assessment of Customer’s operations, management, staff, systems, internal controls, training and risk management practices that would otherwise be reviewed by Bank in an audit of Customer. If Customer refuses to provide the requested financial information, or if Bank concludes, in its sole discretion, that the risk of Customer is unacceptable, if Customer violates the Service terms and conditions or the Rules, or if Customer refuses to give Bank access to Customer’s premises, Bank may terminate the Service and this Master Agreement according to the provisions hereof. 

Bank may amend, add to, modify or delete the terms or replace this Master Agreement in its entirety at any time, in its sole discretion, by giving written notice to Customer.  Notwithstanding the foregoing, Bank may amend the Schedule of Fees at any time, in its sole discretion with or without notice.  In the event performance of the Service provided herein in accordance with the terms of this Master Agreement would result in a violation of any present or future statute, regulations or government policy to which Bank is subject, and which governs or affects the transactions contemplated by this Master Agreement, then this Master Agreement shall be deemed amended to the extent necessary to comply with such statute, regulation or policy, and Bank shall incur no liability to Customer as a result of such violation or amendment. Any practices or course of dealings between Bank and the Customer, or any procedures or operational alternatives used by them, shall not constitute a modification of this Master Agreement, nor shall they be construed as an amendment to this Master Agreement.

Further, we may, from time to time, revise or update, or perform maintenance upon, our program, the Services, and/or related material, resulting in interrupted service or errors in the Services or rendering prior versions obsolete.  We also may need to change the scope of our Services from time to time.  We will attempt to provide prior notice of such interruptions and changes but cannot guarantee that such notice will be provided. 

Customer shall deliver or transmit all data or information to Bank by the deadline(s) specified in the Service Sections of this Master Agreement and the Operating Instructions. Bank shall have no obligation to process data or perform the Service if the data is not received by the Bank by the specified deadline.

Bank will provide notice of receipts of deposits to Customer’s Accounts with Bank on Customer’s periodic Account statement and through Business Online Banking. If Customer uses Bank’s information/balance reporting services, Customer can also receive notice through various reports or terminal printouts. Customer shall inspect all reports, journals, and other material evidencing the output of the Service(s) performed by Bank.  Customer is responsible for detecting and reporting to Bank any discrepancy between Customer’s records and the records Bank provides to Customer. Customer must report all errors to the Bank for Services performed and reported to Customer daily by the close of business on the Banking Day following the day on which the report, journal or other material evidencing the output of the Services is rendered. Customer must report all other errors within a reasonable time not to exceed thirty (30) days from the date that the error is made or from the date that any such transaction is made available to you for inspection on a periodic statement or through Business Online Banking. Customer agrees to review its Account activity for all services under this Agreement daily. Failure of Customer to promptly report errors within such specified time shall preclude Customer from asserting the error, discrepancy or any loss caused by the error against the Bank.

You should notify us immediately if you believe your Access Device has been lost or stolen, that someone has gained access to the Security Procedure, or that someone has transferred or may transfer money from your Account without your permission or if you suspect any fraudulent activity on your Account.  To notify us, call us at the number provided in Part I, Section 1.27 during a Business Day, or write us at the address provided in Part I, Section 1.27.

Customer shall purchase all checks and other Magnetic Ink Character Recognition ("MICR”) documents from vendors selected or approved by Bank.  In the event that Customer selects its own vendor for checks or other MICR documents, Customer must submit sample documents to Bank for testing before the Service is rendered. Checks and other MICR documents must meet the standards and specifications selected by Bank in its own discretion.  If Customer encodes the amount or other information on checks, deposits or other items in magnetic ink, Customer warrants that the information encoded is accurate and correct. In the event that the information is not encoded correctly, Bank shall have no liability for any loss, claim, action, or expenses, including reasonable attorneys' fees, arising out of such error. 

If Customer uses a Service wherein Customer creates or deposits a Remotely Created Check, as that term is defined in Federal Reserve Board Regulation CC, Customer warrants to Bank that the person on whose account the Remotely Created Check is drawn authorized the issuance of the check in the amount stated on the check and to the payee stated on the check.  

Customer agrees to pay Bank the charges for the services provided in connection with this Master Agreement, as may be set forth from time to time in the Schedule of Fees.  Customer may contact Treasury Support by calling us, as set forth in Section 1.27 below, to obtain a current Schedule of Fees for the Services.   All fees are subject to change from time to time by Bank, in Bank’s sole discretion, with or without any notice. Customer authorizes Bank to deduct any charges for the services from any account Customer has with the Bank, even if such deductions cause an overdraft in the account.  Should Customer fail or refuse to pay any charges under this Master Agreement, Customer agrees to pay all collection costs (including reasonable attorneys’ fees) which may be incurred by Bank.  Bank shall have the right to increase or decrease any charges imposed for the Services. Customer's use of the Service(s) after changes have been made shall constitute Customer's agreement to the same.  Customer also agrees that Bank may terminate or suspend any and all Services utilized by Customer if Customer fails to timely pay for such Services.

In addition to the Service fees, Customer agrees to pay for all taxes, tariffs and assessments levied or imposed by any government agency in connection with the Service, this Master Agreement, and/or the software or equipment made available to Customer (excluding any income tax payable by Bank), and any fees or charges provided for in any Account Agreement. Customer is also responsible for the costs of any communication lines and any data processing charges payable to third parties

To secure the payment and performance of Customer’s obligations set forth herein pertaining to any Service(s), Customer grants to Bank a security interest in and pledges and assigns to Bank all of Customer’s right, title, and interest in the following described property, whether now owned or hereafter existing or acquired and wherever located:  (a) all monies, instruments, savings, checking and other accounts of Customer (excluding IRA, Keogh, trust accounts and other accounts subject to tax penalties if so assigned) that are now or in the future in Bank’s custody or control; (b) any other collateral described in any security instrument securing the obligations of Customer to Bank under this Master Agreement or any other obligation of Customer to Bank; and (c) all proceeds and products of the property as well as any replacements, accessions, substitutions, and additions to any of the above.

Customer and Bank covenant and agree that nothing in this Master Agreement shall be deemed to constitute a credit facility of any kind or nature whatsoever in favor of Customer even if the Services rendered are in conjunction with a line of credit or even if the Service terms and conditions or the Operating Instructions make reference to a line of credit.  Customer represents and warrants to Bank that it understands and acknowledges that this Master Agreement does not create any right to borrow funds from Bank and that Bank has no obligation to lend funds to Customer in providing the Services that are the subject of this Master Agreement.  In the event that Bank shall perform a Service for Customer that creates an overdraft on the Customer's account(s) such action(s) by Bank will not establish a course of dealing or conduct between the parties that would require Bank to perform any subsequent Service which would also create an overdraft.

Unless otherwise specified in the Service terms and conditions or Operating Instructions, any stop payment order which Customer wishes to place on a check drawn on an account that is the subject of this Service or is otherwise related to this Service shall be placed in accordance with the Bank's normal stop payment procedures for other accounts in effect at that time.

Customer acknowledges and agrees that Bank will not examine checks, drafts and other items issued by Customer or payable to Customer and received by Bank and processed in conjunction with the Service rendered by Bank.  Therefore, legends and other instructions placed on items by Customer or other parties, such as, but not limited to, “not valid over $500,” “void after ninety (90) days,” “full accord and satisfaction,” shall not be discovered by Bank, shall not be binding on Bank and shall not be enforceable against Bank.  Likewise, Bank shall not discover alterations, postdated checks, stale dated checks, number of required signatures on checks, or discrepancies between the amount of the check or item as written in numbers and words, or other irregularities on the face of the check or item.  Customer further acknowledges and agrees that Bank shall not be liable to Customer for any loss that Customer may suffer as the result of Bank's processing items containing such legends, instructions, irregularities or signature requirements. Additionally, Customer agrees that any dual or multiple signature card agreements are hereby withdrawn, released and waived and Bank shall have no duty or obligation to confirm the use of dual or multiple signatures on any Items.

1. Privacy Policy. The importance of maintaining the confidentiality and privacy of the information provided by you is one of our highest priorities.  We may disclose information about your Accounts or the Transfers you make: (a) where it is necessary for completing the transfers or processing or maintaining your Accounts; (b) in order to verify the existence or condition of your Accounts for a third party such as a credit bureau or merchant; (c) in order to comply with legal process, government agency or court orders; (d) to companies that perform marketing services on our behalf or to other financial institutions with whom we have joint marketing agreements; or (e) otherwise as permitted by law.  An explanation of our privacy policy will be provided to you separately in the manner required by applicable law.  Please review it carefully.  Our privacy policy may change from time to time and is always available on our website and at our banking locations.
2. All information of a business nature relating to the assets, liabilities or other business affairs disclosed to the Bank by you and your customers in connection with this Master Agreement and any applicable Service Section is confidential. Bank shall not, without the express written consent of you, disclose or permit access to any such information by any person, firm or corporation and Bank shall cause its officers, employees, and agents to take such action as shall be necessary or advisable, to preserve and protect the confidentiality of disclosing such information to persons required to have access thereto for the performance of this Master Agreement and any applicable Service Section, or to any other party to which the Bank may be required by law to report such information.  You agree to hold confidential and to use only in connection with the Service provided under this Master Agreement and any applicable Service Section all information furnished to you by Bank or by third parties from whom Bank has secured the right to use the Service, including, but not limited to, Bank's product and service pricing structure, system design, programming techniques or other unique techniques.  In addition, should you at any time receive or acquire any information relating to another customer of the Bank, you shall promptly return such information to Bank and not reveal such information to any other party and shall not make use of such information for your own benefit.  Bank and your obligations and agreements under this paragraph shall not apply to any information supplied that was known to either party prior to the disclosure by the other, or is or becomes generally available to the public other than by breach of this Master Agreement, or otherwise becomes lawfully available on a non-confidential basis from a third party who is not under an obligation of confidence to either party.  Notwithstanding anything to the contrary contained herein, it is authorized and agreed by the parties hereto that the performance of said Service is or might be subject to regulation and examination by authorized representatives of the Comptroller of the Currency, the Board of Governors of the Federal Reserve System, the Board of Directors of the Federal Deposit Insurance Corporation, and/or a State regulatory agency and you agree to the release of your reports, information, assurances, or other data as may be required by them under applicable laws and regulations.  You agree that any specifications or programs developed by the Bank in connection with this Master Agreement and any applicable Service Section or supplied or made available to you by Bank are the exclusive property of Bank, its agents, suppliers, or contractors, and further agree that such material shall not be copied or used in any manner or for any purpose without the express written consent of Bank.  This clause shall survive the termination of this Master Agreement.

Any notice or other communication required or permitted to be given under this Master Agreement to Customer may be delivered or sent by U.S. Mail or private courier to the address provided for on the Enrollment Form for Customer, by electronic delivery to the e-mail address on file for Customer, or any other method allowed by law, and unless otherwise provided herein, such notices shall be deemed given to Customer when sent.

Any written notice or other communication required or permitted to be given under this Master Agreement to Bank may be delivered or sent to Bank at the following address:

By U.S. Mail:

Century Bank

Attn: Treasury Management Support

P.O. Box 1507

Santa Fe, NM 87504

unless another address is substituted by notice delivered or sent as provided herein.  Except as otherwise stated herein, any such notices to Bank shall be deemed given when received.  In situations that do not require written notice, you may contact the Bank by telephone at (505) 995-1300.  You may also e-mail us with general questions at TMClientSupport@mycenturybank.com for issues that do not require written notice.

Without limitation on any similar provisions set forth in the terms and conditions for each Service, Customer agrees:

1. THAT BANK SHALL NOT BE RESPONSIBLE OR LIABLE TO CUSTOMER OR TO ANY OTHER PARTY FOR CONSEQUENTIAL, INDIRECT, SPECIAL EXEMPLARY, PUNITIVE OR INCIDENTAL DAMAGES ARISING OUT OF THE USE BY CUSTOMER OF ANY SERVICE EVEN IF CUSTOMER, BANK OR BANK’S SERVICE PROVIDER HAVE BEEN SPECIFICALLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
2. TO THE FULLEST EXTENT ALLOWED BY LAW, BANK’S LIABILITY TO CUSTOMER UNDER THIS MASTER AGREEMENT SHALL BE LIMITED TO CORRECTING ERRORS RESULTING FROM BANK’S FAILURE TO EXERCISE ORDINARY CARE OR TO ACT IN GOOD FAITH. WITHOUT LIMITING THE FOREGOING, BANK SHALL NOT BE RESPONSIBLE FOR ACTS OR OMISSIONS OF CUSTOMER OR CUSTOMER’S AGENTS OR OF ANY THIRD PARTY, INCLUDING BANK’S VENDOR, ANY FEDERAL RESERVE BANK, ANY COURIER SERVICE, NACHA, ANY TRANSMISSION OR COMMUNICATIONS FACILITY, OR ANY OTHER THIRD PARTY INVOLVED WITH THE SERVICE.  NO SUCH THIRD PARTY SHALL BE DEEMED BANK'S AGENT.  SUBJECT TO THE LIMITATIONS IN THIS MASTER AGREEMENT AND UNLESS OTHERWISE REQUIRED BY APPLICABLE LAW, ANY DAMAGES OR OTHER COMPENSATION DUE CUSTOMER IN CONNECTION WITH THIS MASTER AGREEMENT OR THE SERVICE SHALL BE LIMITED TO THE LESSER OF: (A) CUSTOMER’S ACTUAL AND DIRECT DAMAGES, (B) THE AMOUNT OF THE TRANSACTION TO WHICH THE ERROR, OMISSION, OR OTHER DISCREPANCY RELATES, OR (C) THE AMOUNT OF FEES RECEIVED BY BANK UNDER THIS MASTER AGREEMENT FOR THE SERVICE FOR WHICH THE CLAIM IS MADE DURING THE SIX (6) MONTH PERIOD PRECEDING THE DATE ON WHICH THE CLAIM FIRST ACCRUED, WHICH SHALL BE DETERMINED BY THE EARLIER OF THE DATE WHEN YOU FIRST BECAME AWARE OF THE CLAIM OR THE DATE WHEN, THROUGH THE EXERCISE OF REASONABLE CARE, YOU REASONABLY SHOULD HAVE BECOME AWARE OF THE CLAIM. 
3. CUSTOMER ACKNOWLEDGES AND AGREES THAT CUSTOMER’S USE OF THE SERVICES SHALL BE AT CUSTOMER’S SOLE RISK AND THAT THE SERVICES ARE PROVIDED BY BANK ON AN “AS IS” BASIS.
4. EXCEPT AS EXPRESSLY SET FORTH IN THIS MASTER AGREEMENT, BANK MAKES NO, AND HEREBY DISCLAIMS ANY AND ALL REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, IN LAW OR IN FACT, WHATSOEVER TO CUSTOMER OR TO ANY OTHER PERSON AS TO THE SERVICES OR ANY ASPECT THEREOF, INCLUDING (WITHOUT LIMITATION) ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, ACCURACY, OR SUITABILITY. CUSTOMER AGREES THAT NO ORAL OR WRITTEN ADVICE OR REPRESENTATION OBTAINED FROM ANY BANK EMPLOYEE OR REPRESENTATIVE SHALL CREATE A WARRANTY OR REPRESENTATION FOR PURPOSES OF THIS MASTER AGREEMENT OR ANY SERVICES TO BE PERFORMED PURSUANT HERETO. 
5. BANK MAKES NO REPRESENTATION OR WARRANTY, EITHER EXPRESS OR IMPLIED, TO CUSTOMER AS TO ANY ACCESS DEVICE, SOFTWARE, OR EQUIPMENT USED IN CONNECTION WITH THE SERVICES (INCLUDING, WITHOUT LIMITATION, CUSTOMER’S ACCESS DEVICE SYSTEMS OR RELATED EQUIPMENT, CUSTOMER’S SOFTWARE, OR CUSTOMER’S INTERNET SERVICE PROVIDER OR ITS EQUIPMENT), OR AS TO THE SUITABILITY OR COMPATIBILITY OF BANK’S SOFTWARE, INTERNET DELIVERED SERVICE, EQUIPMENT OR COMMUNICATION INTERFACES WITH THOSE THAT CUSTOMER USES, OR AS TO WHETHER ANY SOFTWARE OR INTERNET DELIVERED SERVICE WILL PERFORM IN AN UNINTERRUPTED MANNER, INCLUDING (BUT NOT LIMITED TO) ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
6. BANK SHALL NOT BE RESPONSIBLE OR LIABLE FOR ANY ERRORS OR FAILURES RESULTING FROM DEFECTS IN OR MALFUNCTIONS OF CUSTOMER’S ACCESS DEVICE OR SOFTWARE, FOR THE QUALITY OF PERFORMANCE OR LACK OF PERFORMANCE OF ANY ACCESS DEVICE OR SOFTWARE OR INTERNET DELIVERED SERVICES SUPPLIED BY BANK TO CUSTOMER IN CONNECTION WITH THIS MASTER AGREEMENT, OR FOR THE TRANSMISSION OR FAILURE OF TRANSMISSION OF ANY INFORMATION FROM CUSTOMER TO BANK OR FROM BANK TO CUSTOMER. BANK SHALL NOT BE RESPONSIBLE FOR NOTIFYING CUSTOMER OF ANY UPGRADES OR ENHANCEMENTS TO ANY OF CUSTOMER’S ACCESS DEVICE OR SOFTWARE.
7. WITHOUT LIMITATION ON THE FOREGOING, CUSTOMER AND NOT BANK, WILL BE RESPONSIBLE FOR ALL CLAIMS OF ANY SORT BY THIRD PARTIES OR OTHERS ARISING OUT OF THIS MASTER AGREEMENT, INCLUDING ALL LOSSES AND EXPENSES INCURRED BY BANK ARISING OUT OF CUSTOMER’S FAILURE TO REPORT REQUIRED CHANGES, TRANSMISSION OF INCORRECT DATA TO BANK, OR FAILURE TO MAINTAIN COMPLIANCE WITH THE LAWS, REGULATIONS AND RULES. WITHOUT LIMITING OR SUPERSEDING ANY LIMITATION OF LIABILITY PROVISIONS IN THE TERMS AND CONDITIONS GOVERNING EACH SERVICE, AND EXCEPT FOR THOSE LOSSES CAUSED DIRECTLY BY BANK’S GROSS NEGLIGENCE OR TO ACT IN GOOD FAITH, CUSTOMER AND NOT BANK, SHALL BE RESPONSIBLE FOR ANY AND ALL LOSSES, COSTS, SUITS, DAMAGES, CLAIMS, LIABILITIES AND EXPENSES ARISING FROM OR RELATED IN ANY WAY TO (I) ANY SERVICES PERFORMED IN CONNECTION WITH THIS MASTER AGREEMENT, (II) BANK’S ACTION OR INACTION IN ACCORDANCE WITH OR RELIANCE UPON ANY INSTRUCTIONS OR INFORMATION RECEIVED FROM ANY PERSON REASONABLY BELIEVED BY BANK TO BE AN AUTHORIZED REPRESENTATIVE OF CUSTOMER OR AUTHORIZED USER, (III) CUSTOMER’S BREACH OF ANY OF CUSTOMER’S COVENANTS, AGREEMENTS, RESPONSIBILITIES, REPRESENTATIONS OR WARRANTIES UNDER THIS MASTER AGREEMENT, AND/OR (IV) CUSTOMER’S BREACH OF APPLICABLE LAWS, RULES OR REGULATIONS.

IN THE PERFORMANCE OF THE SERVICES, BANK SHALL BE ENTITLED TO RELY SOLELY ON THE INFORMATION PROVIDED BY CUSTOMER, IRRESPECTIVE OF THE ACCURACY OR COMPLETENESS THEREOF, AND MAY RELY ON THE TERMS AND CONDITIONS OF THIS MASTER AGREEMENT. BANK SHALL NOT BE RESPONSIBLE FOR PERFORMING ANY SERVICE NOT EXPRESSLY CONTRACTED FOR IN WRITTEN AGREEMENT WITH BANK. BANK SHALL NOT BE RESPONSIBLE FOR THE ACTS AND OMISSIONS OF TRANSFEREE INSTITUTIONS AND THEIR PERSONNEL WHO ARE NOT AGENTS OF BANK. BANK SHALL NOT BE RESPONSIBLE FOR CUSTOMER'S ACTS OR OMISSIONS (INCLUDING, WITHOUT LIMITATION, THE AMOUNT, ACCURACY, TIMELINESS OF TRANSMITTAL OR AUTHORIZATION OF ANY ENTRY RECEIVED FROM CUSTOMER) OR THOSE OF ANY OTHER PERSON AND NO SUCH PERSON SHALL BE DEEMED BANK'S AGENT. CUSTOMER HEREBY RELEASES BANK FROM ANY AND ALL CLAIMS OR DAMAGES RESULTING FROM, OR RELATED TO, ANY SOFTWARE OR HARDWARE VIRUS, UNAUTHORIZED INTRUSION OR RELATED PROBLEMS THAT MAY BE ASSOCIATED WITH USING ELECTRONIC MAIL, THE INTERNET OR THE CUSTOMER EQUIPMENT. CUSTOMER AGREES TO DEFEND, INDEMNIFY AND HOLD HARMLESS BANK, AND ITS OFFICERS, DIRECTORS, AGENTS AND EMPLOYEES FROM AND AGAINST ANY ACTIONS, CAUSES OF ACTIONS, SUITS, CLAIMS, DAMAGES, LOSSES, LIABILITIES OR EXPENSES (INCLUDING ATTORNEYS’ FEES AND COSTS) RESULTING FROM OR ARISING OUT OF OR RELATED TO, WITHOUT LIMITATION (A) THE ACTS OR OMISSIONS OF CUSTOMER OR ITS EMPLOYEES OR AGENTS INCLUDING NEGLIGENCE, WILLFUL MISCONDUCT OR BREACH OF ANY WARRANTY OR FAILURE TO COMPLY WITH THIS MASTER AGREEMENT; (B) ANY MISUSE OF THE SERVICE BY CUSTOMER, OR ITS EMPLOYEES OR AGENTS; (C) THE FAILURE OF CUSTOMER OR ITS AGENTS OR EMPLOYEES TO COMPLY WITH APPLICABLE STATE AND FEDERAL LAWS AND REGULATIONS; (D) ACTIONS BY THIRD PARTIES, SUCH AS AN INTRODUCTION OF A VIRUS, THAT DELAY, ALTER OR CORRUPT THE TRANSMISSION OF INFORMATION TO BANK; AND (E) CUSTOMER’S BREACH OF ANY OBLIGATIONS UNDER THIS MASTER AGREEMENT OR ANY OTHER AGREEMENT BETWEEN CUSTOMER AND BANK.IN THE EVENT OF ANY LOSS SUSTAINED BY CUSTOMER WHICH IS NOT OTHERWISE EXCLUDED FROM LIABILITY AND ARISES OUT OF ANY MISDIRECTED OR UNAUTHORIZED PAYMENTS OR TRANSFERS RESULTING FROM EITHER GROSS NEGLIGENCE OR WILLFUL MISCONDUCT BY BANK, BANK’S LIABILITY SHALL BE LIMITED TO THE RETURN OF THE IMPROPERLY REMOVED OR TRANSFERRED FUNDS TO THE DESIGNATED ACCOUNT FROM WHICH THEY WERE REMOVED TOGETHER WITH INTEREST THEREON IN AN AMOUNT EQUAL TO THE INTEREST WHICH COULD OTHERWISE HAVE BEEN EARNED ON THE FUNDS MADE UNAVAILABLE TO CUSTOMER COMPUTED ON A DAILY BASIS AT THE FEDERAL FUNDS RATE IN EFFECT AT THE FEDERAL RESERVE BANK FOR THE PERIOD INVOLVED, REGARDLESS OF THE LEGAL OR EQUITABLE THEORY OF LIABILITY WHICH CUSTOMER MAY ASSERT, INCLUDING, WITHOUT LIMITATION, LOSS OR DAMAGE FROM SUBSEQUENT WRONGFUL DISHONOR RESULTING FROM BANK’S ACTS OR OMISSIONS PURSUANT TO THIS PART I. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING PROVISIONS, 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 BANK'S CONTROL. IN ADDITION, BANK SHALL BE EXCUSED FROM FAILING TO TRANSMIT OR DELAY IN TRANSMITTING AN ENTRY IF SUCH TRANSMITTAL WOULD RESULT IN BANK’S HAVING EXCEEDED ANY LIMITATION UPON ITS INTRA-DAY NET FUNDS POSITION ESTABLISHED PURSUANT TO PRESENT OR FUTURE FEDERAL RESERVE GUIDELINES OR IN 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. Customer’s obligations under this section shall survive termination of this Agreement.

Bank agrees to use ordinary care in rendering Services under this Master Agreement and any applicable Service(s) provided in accordance with the Service Section(s).  You recognize and agree that ordinary care does not mean error free.  You agree to pay all attorneys’ fees, costs and expenses Bank may incur in collecting any sums you owe to Bank for overdrafts, service charges or otherwise or in enforcing any rights Bank may have under the terms of this Master Agreement and any applicable Service Section or applicable law, rule or regulation applicable to your account(s) or the Services rendered by Bank under this Master Agreement and any applicable Service Section.  You also agree to pay all attorneys’ fees, costs and expenses that Bank may incur as the result of defending any claim or action made against Bank by you, or on your behalf where Bank is found not to be liable for such claim.  In no event shall Bank be liable to you for attorneys’ fees incurred by you in any action brought by you against Bank. Our sole responsibility for an error in a transfer will be to correct the error.  Without limiting the generality of the foregoing, we will not be responsible for the following matters, or for errors or failures of our Services as result of:

1. We will not be liable under this Master Agreement for failure to provide access or for interruptions in access to our Services due to a system failure or due to other unforeseen acts or circumstances.
2. Your Access Devices & Software. We will not be responsible for any errors or failures from any malfunction of your Access Device(s) or any software or hardware virus or other problems related to your Access Device or equipment used with our Services.  We are not responsible for any error, damages or other loss you may suffer due to malfunction or misapplication of any system you use, including your browser (Netscape Navigator®, Microsoft Explorer®, or otherwise), your Internet service provider, your personal financial management or other software (such as Quicken® or Microsoft Money®), or any equipment you may use (including your telecommunications facilities, Access Device and/or modem) to access or communicate with Business Online Banking .
3. Any Transaction or instruction that: (i) exceeds your collected and available funds on deposit with the Bank; (ii) is not in accordance with any condition indicated by you and agreed to by the Bank; (iii) the Bank has reason to believe may not be authorized by you; (iv) involves funds subject to hold, dispute, or legal process preventing their withdrawal; (v) would violate any provision of any present or future risk control program of the Federal Reserve or any current or future rule or regulation of any other federal or state regulatory authority; (vi) is not in accordance with any other requirement stated in this Master Agreement and any applicable Service Section or any Bank policy, procedure or practice; or, (vii) for the protection of the Bank or you, the Bank has reasonable cause not to honor.

Customer agrees to comply with all existing and future operating procedures used by the Bank for processing of transactions.  Customer further agrees to comply with and be bound by all applicable state or federal laws, rules, regulations, orders, operating circulars, guidelines and pronouncements affecting the use of checks, drafts, fund transfers, and ACH transactions, including but not limited to, rules and procedural guidelines established by the Federal Trade Commission (“FTC”), the Board of Governors of the Federal Reserve, NACHA, Electronic Check Clearing House Organization (“ECCHO”) and any other clearinghouse or other organization in which Bank is a member or to which rules Bank has agreed to be bound.  It shall be the responsibility of the Customer to ensure that all transactions comply with U.S. law, including but is not limited to sanctions enforced by the Office of Foreign Assets Control (“OFAC”). It shall further be the responsibility of the Customer to obtain information regarding such OFAC enforced sanctions. (This information may be obtained directly from the OFAC Compliance Hotline at (800) 540-OFAC). Bank will charge the Customer with any fines or penalties imposed by OFAC, NACHA or any organization which are incurred as a result of non­compliance by the Customer and the Customer agrees to fully reimburse and/or indemnify Bank for such charges or fines. The specific duties of the Customer provided in the other provisions of this Master Agreement in no way limit the foregoing undertaking or under the Rules.  If Customer selects the ACH Origination Service, then Customer acknowledges it has a copy of or has access to the Rules. The Rules may also be purchased online at www.nacha.org under the publications tab. Customer agrees to comply with and be subject to the Rules. These foregoing laws, procedures, Rules, regulations, and definitions shall be incorporated herein by reference.

Customer agrees not to use or attempt to use any Service (a) to engage in any illegal purpose or activity or to violate any applicable law, rule or regulation, (b) to breach any contract or agreement by which Customer is bound, (c) to engage in any Internet or online gambling transaction, whether or not gambling is legal in any applicable jurisdiction, or (d) to engage in any transaction or activity that is not specifically authorized and permitted by this Master Agreement.  Customer acknowledges and agrees that Bank has no obligation to monitor Customer’s use of any Service for transactions and activity that is impermissible or prohibited under the terms of this Master Agreement; provided, however, that Bank reserves the right to decline to execute any transaction or activity that Bank believes violates the terms of this Master Agreement.

Customer and Bank acknowledge and agree that the relationship of Bank and Customer is that of an independent contractor and that this Master Agreement does not establish or create a general agency, joint venture, partnership, or employment relationship between them.

The Bank shall not be responsible for any liability, loss, or damage resulting from Bank's failure to perform any Service or to perform any other obligations under this Master Agreement which is caused by an act of God, fire, floods, adverse weather or atmospheric conditions or other catastrophes; pandemics, epidemics, or significant health-related issues that impact the Bank and/or its operation; war, sabotage, riots, acts of public enemy, or acts of governmental authority or the Board of Governors of the Federal Reserve; labor difficulties; equipment or Access Device failure or destruction or the unavailability, interruption, or malfunction of communications facilities or utilities; delays or failure to act by Customer or third parties and their personnel; criminal acts; failure or delay of Bank to provide any Service under the Master Agreement for any reason beyond the Bank’s direct control; or generally any cause reasonably beyond the Bank's control.

Any reimbursement by Bank for any liability hereunder may be made either directly to Customer or by adjustment of the aggregate ledger and collected balances of Customer's Accounts.

In addition to other indemnification and liability provisions elsewhere in this Master Agreement, Customer will be liable for, hold harmless, and will indemnify Bank, and their employees and agents from and against all claims of any sort by third parties or others arising out of this Master Agreement, including all losses and expenses incurred by Bank arising out of Customer’s failure to report required changes, transmission of incorrect data to Bank, or failure to maintain compliance with the laws, regulations and rules.  Without limiting or superseding any of the indemnification provided to Bank in the Service terms and conditions provided herein, except for those losses caused directly by Bank’s failure to exercise ordinary care or to act in good faith, Customer agrees to indemnify and hold Bank, its officers, directors, shareholders, agents, employees and affiliates, and their respected officers, directors, agents and employees, harmless from and against any and all losses, costs, suits, damages, claims, liabilities and expenses (including reasonable attorneys’ fees) arising from or related in any way to (i) any Services performed in connection with this Master Agreement, (ii) Bank’s action or inaction in accordance with or reliance upon any instructions or information received from any person reasonably believed by Bank to be an authorized representative of Customer or Authorized User, (iii) Customer’s breach of any of Customer’s covenants, agreements, responsibilities, representations or warranties under this Master Agreement, and/or (iv) Customer’s breach of applicable laws, rules or regulations. Customer’s obligations under this section shall survive termination of this Agreement.

Customer and Bank have the right to terminate this Master Agreement or any Service without cause upon thirty (30) days advanced written notice to either party. Such notice sent by Customer to Bank shall be sent to the address described in Part I, section 1.27 contained herein. Such notice by Bank to Customer may be sent to the address provided on the Enrollment Form or as provided for in Part I, section 1.27. Such termination shall not be effective until it is actually received and acknowledged by Bank. Since the service cancellation request can take several days to process, Customer should cancel all outstanding payment or transfer orders or other pending transactions, in addition to notifying Bank of its desire to terminate the Service. Bank will not be liable for payments, transfers, or other transactions not cancelled or payments, transfers or transactions made due to the lack of proper notification by Customer of the Service termination or discontinuance for any reason. Bank reserves the right to terminate or suspend Customer’s use of the Service in whole or in part at any time with or without notice. Upon termination, Customer shall return all software, hardware, storage media, procedures manuals, and all other property of the Bank. In the event of termination or suspension by the Bank or by the Customer, the Customer shall remain liable for all charges incurred through the date of termination.  All substantive and procedural provisions hereof relative to liabilities of the parties shall survive any termination of this Master Agreement. Notwithstanding the foregoing, Bank may terminate this Master Agreement and the Services immediately by giving written notice to Customer if: (a) Customer ceases to conduct business in the ordinary sense, (b) Customer fails to perform or comply with any of the terms or conditions of this Master Agreement or defaults under any other agreement between the Bank and Customer, or (c) if any proceeding for voluntary or involuntary bankruptcy, insolvency, or similar proceedings is commenced by or against Customer.

You acknowledge and agree that one or more Services described in this Master Agreement are provided by an independent third party service provider (“Vendor”) as selected in the sole discretion of Bank, and that both the Vendor and the Service(s) are subject to change from time to time without notice to you.  You further acknowledge, agree, and stipulate that the Vendor is an independent contractor providing software and data transmission services and is not the agent of you or Bank.  Neither the Bank nor the Vendor is responsible for the actions or omissions of the other.

Without liability to any party, and without limiting any other right or remedy available to Bank, Bank shall be entitled to cease or suspend any Service, in whole or in part, at Bank’s sole discretion and with or without notice to Customer.

1. ARBITRATION FOR ALL CLAIMS. ALL DISPUTES RESOLVED BY ARBITRATION. YOU AND BANK AGREE THAT THE TRANSACTIONS PROCESSED UNDER THIS MASTER AGREEMENT INVOLVE “COMMERCE” UNDER THE FEDERAL ARBITRATION ACT (“FAA”).  ANY CONTROVERSY OR CLAIM BETWEEN YOU AND BANK, OR BETWEEN YOU AND ANY OF BANK’S OFFICERS, EMPLOYEES, AGENTS OR AFFILIATED ENTITIES, THAT ARISES OUT OF OR IS RELATED TO ANY SERVICE PROVIDED UNDER THIS MASTER AGREEMENT OR ANY RELATED SERVICE AGREEMENTS, WHETHER BASED ON CONTRACT OR IN TORT OR ANY OTHER LEGAL THEORY, INCLUDING CLAIMS OF FRAUD, SUPPRESSION, MISREPRESENTATION AND FRAUD IN THE INDUCEMENT (COLLECTIVELY, ANY “CLAIM”), WILL BE SETTLED BY BINDING ARBITRATION.  WITH RESPECT TO DISPUTES SUBMITTED TO ARBITRATION, CUSTOMER AND BANK EACH WAIVE ALL RIGHTS TO A TRIAL BY JURY.  IF A CLAIM IS SUBMITTED TO ARBITRATION, (A) YOU WILL NOT HAVE THE RIGHT TO GO TO COURT OR TO HAVE A JURY TRIAL; (B) YOU WILL NOT HAVE THE RIGHT TO ENGAGE IN PRE-ARBITRATION DISCOVERY EXCEPT AS PROVIDED IN THE ARBITRATION RULES; (C) YOU WILL NOT HAVE THE RIGHT TO HAVE ANY CLAIM ARBITRATED AS A CLASS ACTION UNDER THE ARBITRATION RULES OR UNDER ANY OTHER RULES OF CIVIL PROCEDURE; (D) THE ARBITRATOR’S DECISION WILL BE FINAL AND BINDING WITH LIMITED RIGHTS TO APPEAL; AND (E) THIS MASTER AGREEMENT SUPERSEDES ANY PRIOR ALTERNATIVE DISPUTE RESOLUTION AND/OR ARBITRATION AGREEMENT THAT MAY EXIST BETWEEN YOU AND BANK.  THIS AGREEMENT TO ARBITRATE DISPUTES WILL SURVIVE THE CLOSING OF YOUR ACCOUNT AND THE TERMINATION OF THIS MASTER AGREEMENT OR ANY SERVICE AGREEMENT.
2. SELECTION OF ARBITRATOR. THE PARTIES SHALL WORK IN GOOD FAITH TO SELECT AND AGREE UPON AN ARBITRATOR WITHIN THIRTY (30) DAYS AFTER A DEMAND FOR ARBITRATION BY EITHER PARTY.  IF THE PARTIES CANNOT AGREE UPON AN ARBITRATOR, THEN EACH PARTY SHALL DESIGNATE AN ARBITRATOR REPRESENTATIVE AND THE ARBITRATOR REPRESENTATIVES SHALL SELECT THE ARBITRATOR.  THE PARTIES SHALL WORK IN GOOD FAITH TO SELECT AND AGREE UPON AN ARBITRATOR WITHIN THIRTY (30) DAYS AFTER A DEMAND FOR ARBITRATION BY EITHER PARTY. 
3. ARBITRATION RULES. THE ARBITRATOR SHALL HAVE SOLE DISCRETION TO USE ANY COMMERCIALLY REASONABLE RULES OF ARBITRATION, UNLESS OTHERWISE AGREED TO IN WRITING BY THE PARTIES; PROVIDED, HOWEVER, THAT TO THE EXTENT THE ARBITRATION RULES CONTAIN PROVISIONS REGARDING THE USE OF ANY CONSUMER ARBITRATION RULES, THE FORUM OF ANY SUCH ARBITRATION, THE ALLOCATION OF FEES FOR ANY SUCH ARBITRATION AND/OR ANY OTHER PROVISIONS CONTRARY TO THIS MASTER AGREEMENT, THOSE RULES ARE DELETED AND/OR EXPRESSLY SUPERSEDED BY THIS MASTER AGREEMENT.  TO THE EXTENT ANY AMBIGUITY EXISTS BETWEEN THE ARBITRATION RULES AND THIS MASTER AGREEMENT, THIS MASTER AGREEMENT SHALL CONTROL.
4. LOCATION OF ARBITRATION. ANY ARBITRATION TAKING PLACE UNDER THIS MASTER AGREEMENT SHALL BE CONDUCTED IN SANTA FE, NEW MEXICO OR SUCH OTHER LOCATION AGREED UPON IN WRITING BY THE PARTIES.

The rights and obligations of the parties to this Master Agreement shall be governed by the law of the State of New Mexico.  References to the Uniform Commercial Code (“UCC”) herein shall be construed to mean the UCC in effect in the State of New Mexico.

1. Headings. The headings and captions contained herein are included only for convenience of reference and do not define, limit, explain, or modify this Master Agreement or its interpretation, construction, or meaning.
2. Severability. The holding of any provision of this Master Agreement as invalid, illegal, or unenforceable, in whole or in part, shall not affect the other provisions of this Master Agreement, which shall remain in full force and effect.
3. Waiver. No waiver by the Bank (whether or not in writing) of any term, condition, or obligation of Customer shall bind the Bank to waive the same term, condition, or obligation again, nor shall any other provision, condition, term, or obligation hereof be affected by such a waiver.
4. Binding Effect. This Master Agreement shall inure to the benefit of and be binding upon the successors, heirs, trustees, and permitted assigns of the parties hereto.       
5. Incorporation by Reference. All Schedules referenced in this Master Agreement, the Enrollment Form and any online screen instructions (including the Services and their respective Operating Instructions), as amended from time to time pursuant to the provisions hereof, shall be deemed incorporated herein by reference thereto and shall become a part of this Master Agreement as if fully set forth herein.
6. Entire Agreement. This Master Agreement and the deposit account agreement for your accounts constitute 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 Master Agreement. To the extent Customer has executed or entered into the Bank’s Online Banking Service Agreement, the terms of this Master Agreement (and not the Online Banking Agreement) shall control.  To the extent any conflicts exist between this Master Agreement and the deposit account agreement for your account, the terms of this Master Agreement shall control.
7. Transfers and Assignments. Customer cannot transfer or assign any rights or obligations under this Master Agreement without Bank's written consent. Bank may assign its rights and delegate its duties under this Master Agreement to a Bank affiliate or to any third party.
8. Cooperation in Loss Recovery Efforts. In the event of any damages for which Bank or Customer may be liable to each other or to a third party pursuant to the Services, Bank and Customer 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.
9. Tapes and Records. All magnetic tapes, Entries, security procedures and related records used by Bank for transactions contemplated by this Master Agreement shall be and remain Bank’s property. Bank may, at its sole discretion, make available such information upon Customer’s request.  Customer shall pay for any expenses incurred by Bank in making such information available.
10. Recording and use of Communications. Customer and Bank agree that all telephone conversations or data transmissions between them or their agents made in connection with this Master Agreement may (but have no obligation to) be electronically recorded and retained by either party by use of any reasonable means.
11. This Master Agreement is an agreement between parties who are experienced in sophisticated and complex matters similar to the transactions contemplated by this Master Agreement, is entered into by both parties in reliance upon the economic and legal bargains contained herein, and shall be interpreted and construed in a fair and impartial manner, without regard to such factors as the party which prepared the instrument or drafted any provision thereof, the relative bargaining powers of the parties or the domicile of any party.
12. Use of Trademarks. Customer may not use Bank’s name or trademarks without the express written consent of Bank.  If Customer is permitted to use any of Bank’s name, trademarks or promotional materials, Customer will not indicate, directly or indirectly, that Bank endorses, or is connected in any way with, any of Customer’s goods or services. 
13. Electronic Notices. We may deliver to you any required disclosures and other notices concerning these Services or your Accounts by e-mail or other appropriate electronic means in accordance with this Master Agreement. You may use e-mail to contact us about inquiries, maintenance and/or some problem resolution issues.  E-mail may not be a secure method of communication.  Thus, we recommend you do not send confidential, personal or financial information by e-mail.  There may be times when you need to speak with someone immediately (especially to report a lost or stolen Password, or to stop a payment).  In these cases, do not use e-mail.  Instead, you should call us at the number provided in Section 1.27 above.
14. Hours of Operation. Our representatives are available to assist you from the hours of 8:00 a.m. to 5:00 p.m. Monday through Friday, except holidays, by calling the number provided in Section 1.27 above.
15. Ownership of Website. The content, information and offers on our website are copyrighted by us and/or Vendor and the unauthorized use, reproduction, linking or distribution of any portions is strictly prohibited.  You agree not to copy, display, distribute, download, license, sub-license, modify, publish, repost, reproduce, reuse, sell, transmit, create a derivative work from or otherwise use for public or commercial purposes, the information and materials on the Sites, except as provided in this Master Agreement, without our express written permission.  Unless otherwise noted, all other trademarks, service marks, and logos used on Business Online Banking sites are the trademarks, service marks or logos of Bank, or others as indicated.
16. Web-linking Practices. Bank may provide access to information, products or services offered on other third party web sites.  Bank is not responsible for, nor does it control, the content, products, or serviced provided by linked sites.  Bank does not endorse or guarantee the products, information or recommendations provided by linked sites, and Bank is not liable for any failure of products or services advertised on those sites.  In addition, each third party site may provide less security than the Bank and have a privacy policy different than that of the Bank.  Your access, use and reliance upon such content, products or services is at your own risk. 
17. Geographic Restrictions. The Services described in this Master Agreement, the Enrollment Form, and any other agreement for credit, deposit services, and brokerage services available at our web site are solely offered to citizens and residents of the United States of America residing within the United States of America.  Citizens and residents may not be able to access these Services outside the United States of America.

This Section One governs Customer’s use of Business Online Banking. 

“Account” or “Accounts” means one or more checking, savings, money market deposit, certificate of deposit accounts, or loan account that you have with us for commercial use.

"Account Access" means your ability to access account and transaction information on Accounts and transfer funds between Accounts through the Internet.

"Account Agreement” means the agreement between you and us that governs the use of your Account including the deposit account agreement, any funds availability agreement, electronic funds transfer agreement or disclosure, line of credit agreement, and our schedule of fees and charges.

"Bill Payment Account" means the Account(s) you have authorized us to debit for payment made to Payee(s) in connection with Business Online Banking.

"Bill Payment Service" means our service that allows you to pay or transfer funds to designated Payees based upon your instructions to us via the bill payment service and using an Access Device.  Bill Payment Service is made available to you pursuant to a License Agreement with a third-party vendor.  Before using the Bill Payment Service, you must accept third-party’s Terms and Conditions.  Your use of the Bill Payment Service warrants your agreement to be bound by third-party’s Terms and Conditions.

“Bill Payment” or “Payment” means the remittance of funds, initiated through Business Online Banking, from a Bill Payment Account to a Payee.

“Banking Day(s)” as used throughout this Master Agreement means the part of a day on which the Bank is open to the public for carrying on substantially all of its banking functions.

“Biometric Logon” mean an authentication method to assist in verifying your identity through collecting your unique facial or fingerprint image (image capture) or your voice characteristics (audio capture).

“Business Day(s)” as used through this Master Agreement means 8:00 a.m. to 5:00 p.m. Monday through Friday.  Federal Holidays are not included. Federal Holidays are listed on the Federal Reserve’s website at https://www.frbservices.org/about/holiday-schedules/index.html.

As set forth herein, some online transaction deadlines may vary from this definition. 

“Business Online Banking,” “Business Online,” “Online Service,” or “Service” means the service(s) described in this Section.

“Electronic” means electrical, digital, magnetic, wireless, optical or electromagnetic technology, or any other technology that entails similar capabilities.

“Password” means the confidential identification number or other code assigned to you by us or selected by you for identification purposes in connection with the use of Business Online Banking.

“Payee” means any individual, financial institution, educational institution, company, merchant or other entity you wish to pay using Business Online Banking.

“Transfer” means a transfer of funds, initiated through Business Online Banking, from one eligible account to another.

“Transfer Day” means Monday ‑ Friday, until the cut-off time set forth on the Enrollment Form (“Cut-Off Time”).  As used herein, the “end of a Transfer Day” shall mean the Cut-Off Time.  Federal Holidays are not included.

“User Guide” means the document(s) provided by Bank to Customer in conjunction with a specific Service selected by Customer that further defines the Service or any requirements related to the Service.

Other definitions may be set forth elsewhere in this Master Agreement.

1. Eligibility. You must have at least one eligible deposit or loan account with us. “Eligible Accounts” include the following, all of which are internal (same bank) accounts:

1. Checking (Demand Deposit) Accounts
2. Savings Accounts
3. Money Market Accounts
4. Loans
5. Certificates of Deposit

If you have more than one Account or other relationship with us, we will "link" the relationships together unless you request certain accounts not be linked. Accounts which are "linked" under the Services will have one common owner and signer. Any signer, acting alone, must be authorized to access a linked Account. Any non-linked Account will not be accessible through the Service. 

Business customers may use, subject to the Bank’s approval, the Services to:

1. Make transfers between Accounts you may have with us.
2. Obtain Account balances. Your account balance is generally current as of 8:00 a.m. of each Business Day, but may not include current transactions (such as checks cashed at a teller on the Business Day). In addition, your account balance may show funds that have been credited to your account but are not yet available for withdrawal.
3. Review recent transactions on your Accounts.
4. View copies of Checks drawn on and deposit slips and deposited items to your Account.
5. Transfer money to make loan payments.
6. Access various reports regarding your account information in various formats.
7. Setup and monitor transaction and security alerts on your Accounts.
8. Issue Stop Payment Orders on checks drawn on Bank.
9. Use Bill Payment Services.
10. Originate ACH entries.
11. Submit Wire Transfers.
12. Access the Remote Deposit Capture Service.
13. Mobile Banking Service.
14. Mobile Deposit Service.
15. View eStatements, notices, and reports.
16. Other product and services made available by Bank to Customer from time to time.

These activities are limited to the extent noted herein and in the agreements governing your various accounts with us. 

You are fully obligated to us to provide sufficient funds for any transfers you make or authorize to be made.  If we complete a transfer that you make or authorize and we subsequently learn that you have insufficient funds for the transaction, you agree that we may reverse the transaction or offset the shortage with funds from any other deposit account(s) you have with us to the extent permissible by the applicable law and the terms of any other relevant agreements. If there are insufficient funds in your Account to make a Transfer, we may refuse to make the Transfer or we may make the Transfer and overdraw your Account.  In either event, you are responsible for any applicable non-sufficient funds (“NSF”) charges.

Payments are posted against your ledger balance, plus the available credit on your overdraft protection, if any, or other line of credit.

When you create a new Payee in the Bill Payment service, it has a temporary status until we have had sufficient time to set up the account, and for your business Payees, verify information about your account.  The Bill Payment service may provide a calendar feature that estimates the expected date of delivery of a scheduled Payment.  This feature is an estimate only and not a guarantee of Payment delivery on that date.  You should schedule a Payment to a new Payee at least ten (10) Business Days before any Payment due date.  Please allow three (3) to five (5) Business Days for electronic Payments to be processed and seven (7) to ten (10) Business Days for paper checks to be delivered. Bank is not liable for any service fees or late charges levied against you due to postal delays or processing delays by the Payee. There is no limit on the number of Payees or number of Payments that may be authorized. Bank may, in its sole discretion, establish maximum payment amounts and aggregate daily limits.  Electronic Payments are subject to the availability of sufficient funds in the designated checking account.  However, Bank reserves the right to impose limits at some future date, with proper written notice.  You acknowledge and agree that if you describe a Payee inconsistently by name and account number, scheduled Bill Payment transactions to the Payee will occur on the basis of the account number, even if it identifies a person other than the named Payee.

For all subsequent Payments, you agree to allow at least three (3) to five (5) Business Days between the date you schedule a Payment to be initiated and the Payment due date (that is, the due date shown on your invoice or provided in your agreement with the Payee, not taking into account any applicable grace period).  If you do not, you will be fully responsible for all late fees, finance charges or other actions taken by the Payee. For scheduling purposes, the first Business Day after we receive your Bill Payment request should be counted as Day 1. 

You are responsible for any loss or penalty that you may incur due to a lack of sufficient funds or other conditions that may prevent the withdrawal of funds from your account.  Bill Payments made by paper checks processed by nonaffiliated third parties may show as drawn on the third party processor or its bank rather than on you or on us.  If your Bill Payment is sent by check and the check is not presented for payment within ninety (90) days, we may stop payment on the check.  If we do so, we may delay crediting the check amount to your Account.  You agree to reimburse us if the check is later cleared and payment occurs, notwithstanding our stop payment of the check.

A stop payment cannot be placed on an Electronic Bill Payment transaction once issued. However, a stop payment can be placed on a Bill Payment transaction made by Bill Payment check any time prior to the Cut-Off Time on the day such check is scheduled for final payment.  

There is no fee for deleting a Payment initiated through Bill Payment, but a fee may apply for a stop on a Bill Payment check.

In the event a Payment is returned to us for any reason, you authorize us, in our sole and absolute discretion, to either, research and correct the Payment information or to void the Payment and re-credit your Account.

You acknowledge and agree that these services may be provided by a Vendor as selected by Bank, and that both the Vendor and the Service are subject to change from time to time without notice to you.  You further acknowledge, agree, and stipulate that the Vendor is an independent contractor providing software and data transmission services and is not the agent of you or Bank.  Neither the Bank nor the Vendor is responsible for the actions or omissions of the other.

• • The Service is similar to Online Banking Service on a personal computer. You can view your available account balance and review account history on the Account selected by you.
  • The Service allows you to transfer money between your accounts. You must select the accounts to and from which funds will be transferred through the use of the Online Banking Service, and you will receive a confirmation when the transaction is completed.  Frequency and amount limitations of transfers are set forth below.
  • If you have signed up for our Online Banking Bill Pay Service, the Service allows you to pay bills to Payees. A confirmation message and number will be displayed after the Bill Payment is complete.  The Payees must be set up through the Online Banking Service. 
  • If you have Alerts on your account, you may review the Alerts with the Service. The Alert information must be set up through the use of the Online Banking Service.
  • If you have signed up for the Mobile Deposit Service, you can transmit the image of a check to us for deposit to your Account.
  • From time to time, we may develop additional mobile banking services. As such services are developed you will have the opportunity to add them to your Mobile Banking Service, provided you have compatible wireless hardware and software.

Endorsements must be made on the back of the Check and include (i) your signature, (ii) your account number and (iii) the following statement: “MOBILE DEPOSIT TO CENTURY BANK” or such other restrictive endorsement as accepted by the Bank in its sole discretion from time to time.

You acknowledge and agree you are liable to us for any loss we incur caused by a delay or processing error resulting from an irregular endorsement or other markings you placed on the Check.

• • Checks Deposited. You shall only deposit Checks that are authorized by this Master Agreement, the Procedures and the deposit agreement for your account.
  • Image Quality. Each Image transmitted by you to Bank contains an accurate representation of the front and the back of each Check and complies with the requirements of this Master Agreement.
  • Accuracy of Information. All data and other information submitted by you to 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 Master Agreement.
  • No Duplicates. You will not: (i) create duplicate Images of the Checks, (ii) transmit a duplicate Image or File to Bank, or (iii) deposit or otherwise negotiate the original of any Check of which an Image was created.  You further warrant that no subsequent transferee, including but not limited to Bank, a collecting or returning 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).
  • No Loss. No subsequent transferees of the Item(s), including but not limited to Bank, a collecting or returning 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.
  • All information provided by you to Bank is true, complete and accurate.
  • Authority and Legality. (i) This Master Agreement is valid and enforceable against you in accordance with its terms; and (ii) the entry into, and performance of, this Master Agreement by you will not violate any law, or conflict with any other agreement, to which you are subject.
  • No Litigation. There is no action, suit or proceeding pending or, to your knowledge, threatened, which if decided adversely, would adversely affect your financial condition or operations.
  • All Checks and transactions are, and will be, bona fide.  All signatures on Checks are authentic and authorized.
  • Rule Compliance. You submit Images in compliance with this Master Agreement, the Procedures, applicable law and the Rules.

This Section Two governs Customer’s use of the ACH Origination Service.  Customer wishes to initiate credit and/or debit Entries through the Bank to accounts maintained at Bank and in other depository financial institutions by means of the ACH pursuant to the terms and conditions contained herein and the Rules, and Bank is willing to act as an Originating Depository Financial Institution (“ODFI”) with respect to such Entries.  This Section sets forth the terms and conditions pursuant to which Bank will provide to Customer the ACH Services outlined herein (“ACH Services”).  By using the ACH Service described in this Section, Customer accepts and agrees to all terms, conditions, and provisions and agrees that this Section sets forth the terms and conditions pursuant to which Bank will provide to Customer the ACH Service outlined herein.  In the event of inconsistency between a provision of this Section, the UCC, and/or the terms and conditions applicable to the deposit account, the provisions of this Section shall prevail. Terms not otherwise defined in this Section shall have the meaning ascribed to those terms in the Rules.  The term "Entry” or “Entries" shall have the meaning provided in the Rules and shall also mean the data received from Customer hereunder from which Bank initiates each Entry.

(a) (i) use commercially reasonable efforts to comply with the instructions of Customer, (ii) process Entries received from Customer to conform with the file specifications set forth in the Rules, (iii) transmit such Entries as an ODFI to the ACH processor selected by Bank, (iv) settle for such Entries as provided in the Rules, and (v) in the case of a credit Entry received for credit to an account with Bank (“On-Us Entry”), Bank shall credit the Receiver’s account in the amount of such credit Entry on the date (“Effective Date”) contained in such credit Entry provided such credit Entry is received by Bank at the time and in the form prescribed by Bank in this Service Section. Customer agrees that the ACH processor selected by Bank shall be considered to have been selected by and designated by Customer; and

(b)           transmit such Entries to the ACH processor by the deposit deadline of the ACH processor, provided: (i) such Entries are completely received by Bank’s Cut-Off Time at the location specified by Bank to Customer from time to time; (ii) the Effective Date satisfies the criteria provided by Bank to Customer; and (iii) the ACH processor is open for business on such Business Day.  Customer agrees that the ACH processor selected by Bank shall be considered to have been selected by and designated by Customer.  Customer will receive immediately available funds for any electronic debit entry initiated by it on the Settlement Date applicable thereto.

In the event that the Authorized Account or any other Customer account at Bank does not have collected funds sufficient on the Payment Date to cover the total amount of all Entries to be paid on such Payment Date, Bank may take any of the following actions:

(a) refuse to process the Entries or Bank may process the Entries, in which event Bank shall return the data relating to such credit Entries to Customer, whereupon Bank shall have no liability to Customer or to any third party as a result thereof; or

(b) Process that portion of the credit Entries as Customer has sufficient collected funds in the Authorized Account to cover, in whatever order Bank in its sole discretion shall elect to process, in which event Bank shall return the data relating to such credit Entries as are not processed to Customer, whereupon Bank shall have no liability to Customer or any third party as a result thereof; or

(c) Process all credit Entries.  In the event Bank elects to process credit Entries initiated by Customer and Customer has not maintained sufficient collected funds in the Authorized Account or any other Customer account with Bank to cover them, the total amount of the insufficiency advanced by Bank on behalf of Customer shall be immediately due and payable by Customer to Bank without any further demand from Bank.   If Bank elects to pay Customer’s account in the overdraft on any one or more occasions, it shall not be considered a waiver of Bank’s rights to refuse to do so at any other time nor shall it be an agreement by Bank to pay other items in the overdraft. 

(d) Bank shall have the right to charge other accounts maintained by Customer with Bank that are not designated as an Authorized Account if the designated Authorized Account does not have sufficient balances to settle.

In the event the (a) rate of unauthorized transactions, (b) rate of administrative returns, or (c) total rate of returns exceeds the rate based on the calculations noted in the Rules, Customer will share the data requested by the Bank and will immediately begin the process of bringing the rate to an acceptable level.

Bank shall provide Customer all information, as required by the Rules, with respect to each Notification of Change (“NOC”) Entry or Corrected Notification of Change (“Corrected NOC”) Entry received by Bank relating to Entries transmitted by Customer. Bank must provide such information to Customer within two (2) Banking Days of the Settlement Date of each NOC or Corrected NOC Entry. Customer shall ensure that changes requested by the NOC or Corrected NOC are made within six (6) Banking Days (or such shorter time period proscribed in the Rules) or prior to initiating another Entry to the Receiver’s account, whichever is later.  If the NOC or Corrected NOC is incorrect, Customer agrees to provide Bank with a refused NOC in compliance with the Rules within fifteen (15) calendar days.

This Section Three governs Customer’s use of the Wire Transfer of Funds Service.  In accordance with procedures established from time to time between the Customer and the Bank, both parties agree that all “Funds Transfers,” as defined in Section 4A-104 of Article 4A of the UCC (hereafter cited as Sections thereof) will be processed in accordance with the terms and conditions listed below.  This Section will not apply to transfers which are covered under Consumer Financial Protection Bureau Regulation E, and the Electronic Fund Transfer Act of 1978.

Without limitation on the foregoing, Customer specifically authorizes Bank to do the following:

This Section Four governs Customer’s use of the Remote Deposit Capture Services.  Bank, in its sole discretion, may not permit Customer to use the Service until Bank has determined that Customer has accepted or executed the applicable documentation and otherwise provided appropriate information and specifications for the use of the Service, and until Bank has had a reasonable opportunity to receive and review for proper execution by an authorized signatory and activate the Service Section.  In any event, Customer agrees that the use by Customer of any Service Section shall, without any further action or execution or acceptance of any documentation on the part of Customer, constitute Customer’s acceptance of and agreement to Bank’s terms and conditions for the use of such Service Section as may be in effect as of the time of such usage, whether set forth in this Master Agreement or otherwise prescribed by Bank.

Bank offers the Service under this Service Section only in association with one or more deposit accounts maintained by Customer at Bank. 

Unless Bank agrees to provide the required scanner and equipment, Customer 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. If Customer provides the Scanner, Customer 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 Customer 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 Customer or third-party employees.  In connection with its use of the Service, Customer shall only use hardware approved in advance by Bank and shall only use such software as is approved in advance by Bank. 

If requested by Customer, Bank will assist Customer in installing the equipment and software compatible with Bank’s system and equipment and conducting an initial test of such equipment.  If Customer requests such assistance from Bank, Customer agrees to pay Bank’s standard hourly fee for Bank’s employees performing those services for Customer.  The scope of the services to be provided will be set forth in a separate written document between Customer and Bank.

Customer may be required to maintain a reserve (“Settlement Reserve”) of an amount to be solely determined by the Bank.  Customer 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 Customer’s obligations under this Master Agreement.  Customer grants the Bank a security interest in any Settlement Reserve to enable the Bank to enforce any obligation owed by Customer under this Master Agreement without notice or demand to Customer. Customer’s obligation to maintain a Settlement Reserve shall survive the termination of this Master Agreement, with such obligation lasting until all of Customer’s obligations under this Master Agreement have been fully offset. 

The Bank is not responsible for any breach of security caused by your failure to maintain the confidentiality of Access Codes.  You agree to notify the Bank immediately by telephone and speak directly with one of our representatives (a voicemail message or E-Mail is not sufficient notice) in the event of loss or theft of Access Codes, or if you believe the confidentiality of Access Codes may be or has been compromised in any way, or in the event you learn about a possible or actual use of the Service by an individual who is not a Designated User.  We will have a reasonable period of time after receipt of such notice to act on it.  Bank hereby reserves the right to revoke your Access Codes at any time, and without prior notice to you or any Designated User, in the event the Bank believes that there is a threat to the security of the Service or any proprietary and/or confidential Bank information.  We will not assign new credentials until the affected computer(s) has been examined by a reputable third party service provider acceptable to us to insure that there are no viruses, spyware, malware, worms and/or message or transfer interception software present.  You also hereby agree not to attempt, in any way, to manipulate, change or alter the Service.

All uses of the Services Access Codes shall be deemed to be authorized by and binding on you.  You assume the entire risk for unauthorized use of your Access Codes and any unencrypted electronic transmissions.  We assume no responsibility to discover or report to you any possible breach of security or unauthorized disclosure of Access Codes.

You acknowledge and agree that we have employed commercially reasonable security measures to protect the integrity of data you transmit to us over the internet and to protect against unauthorized access to your Account(s) (“Security Procedures”).  You agree that any interception of data that occurs notwithstanding the security measures is beyond our control and we are not responsible for any such interception.  You also agree that if we abide by the Security Procedures applicable to your Account(s), you are liable for any losses that occur through unauthorized use of your Account(s), unless otherwise expressly required by law.  Any physical access to your computer obtained by any person will be deemed authorized use and authorized access resulting in an authorized transaction.  These rules supersede any contrary statements in any other agreement or disclosure including, without limitation, any disclosure received from us in connection with your deposit Account(s).   

To ensure accuracy, Customer shall balance the dollar amount of each deposit to the sum of the Checks prior to transmitting the File.  Customer may send multiple Files to Bank or Processor throughout the day, not to exceed the number of Files specified in the Operating Instructions.  The total dollar value of the Files sent by Customer to Bank on any day shall not exceed the dollar amount specified on the Enrollment Form (the “Deposit Limit”).  If the total dollar value of the Files sent by Customer to Bank on any day exceeds the Deposit Limit, Bank may, at its option, refuse to accept the File that exceeds the Deposit Limit, or Bank may accept and process the File.  Customer agrees not to exceed the Deposit Limit.  To be eligible for processing on the day transmitted, Files must be received by Bank no later than the cut-off time specified on the Enrollment Form (the “Cut-Off Time”).  A File is considered received by Bank when a complete copy of such File has been written on a Bank electronic storage device in conformity with Bank’s technical and operational requirements.  To meet the Cut-Off Time, the entire File must be received by Bank prior to the Cut-Off 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, Bank’s records shall be determinative.  A File which is not balanced or which is received after the Cut-Off Time shall be deemed to have been received on the Business Day following the Business Day on which the File is actually received by Bank.  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 Customer’s receipt of notice thereof.  Customer may contact 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.

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. 

Customer shall also capture and transmit to Bank the full-field MICR encoding on each Check.  Customer shall ensure that the following information is captured from the MICR line of each Check: (a) the American Bankers Association routing transit number (“RTN”); (b) the number of the account on which the Check is drawn; (c) when encoded, the amount of the Check; and (d) when encoded, the serial number and the process control field of the Check.

This Section Five governs Customer’s use of Fraud Control, including the Positive Pay Service, the ACH Positive Pay Service and the EDI Service.  Bank, in its sole discretion, may not permit Customer to use Fraud Control Services until Bank has determined that Customer has accepted or executed the applicable documentation and otherwise provided appropriate information and specifications for the use of Fraud Control and until Bank has had a reasonable opportunity to receive and review for proper execution by an authorized signatory and activate the Service Section.  In any event, Customer agrees that the use by Customer of any Service Section shall, without any further action or execution or acceptance of any documentation on the part of Customer, constitute Customer’s acceptance of and agreement to Bank’s terms and conditions for the use of such Service Section as may be in effect as of the time of such usage, whether set forth in this Master Agreement or otherwise prescribed by Bank.  To utilize the Fraud Control described herein Customer must be enrolled in and be an active participant in the Online Banking Service offered by Bank. 

In the event of system failure, either that of Customer or of the Bank, and the File cannot be or is not received by the Bank for any reason or the Bank cannot process the file for any reason, the File shall be considered as not received, even if the Bank has possession of the File.  The Bank shall have no responsibility for a File that is not received and all checks presented on a Designated Account for which no File is received will be listed on the Check Exceptions as provided below.

The Bank shall provide to Customer, via the Online Banking Service, a list of any Presented Checks on the Designated Accounts (other than checks not covered as discussed in subsection 5.1.8), that do not exactly match (per the criteria identified above) the checks identified in the file (“Exception Check”) in a form entitled “Check Exceptions.”  Generally, the Bank makes Check Exceptions available to Customer by 8:00 a.m. through the Online Banking each Business Day.  Customer may request Bank to set up an Alert and Bank will send an Alert via email, text message or through the Online Banking Service when the Check Exceptions form is available. The Customer must log into the Online Banking Service to review the Check Exceptions.  Customer must log into the Online Banking Service to review the Check Exceptions no later than the deadline for decisions each Business Day.

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

When authorizing a particular transaction, Customer is solely responsible to add a payment rule to allow transactions in the future.

This Section Six governs Customer’s use of Sweep Services.  Bank, in its sole discretion, may not permit Customer to use Sweep Services until Bank has determined that Customer has accepted or executed the applicable documentation and otherwise provided appropriate information and specifications for the use of Sweep Services, and until Bank has had a reasonable opportunity to receive and review for proper execution by an authorized signatory and activate the Service Section.  In any event, Customer agrees that the use by Customer of any Service Section shall, without any further action or execution or acceptance of any documentation on the part of Customer, constitute Customer’s acceptance of and agreement to Bank’s terms and conditions for the use of such Service Section as may be in effect as of the time of such usage, whether set forth in this Master Agreement or otherwise prescribed by Bank.  To utilize Sweep Services described herein Customer must be enrolled in and be an active participant in the Online Banking Service offered by Bank. 

This Section Seven governs Customer’s use of the Electronic Lockbox Service (the “Service”).  In the event of inconsistency between a provision of this Section, the UCC and/or the Account Agreement, this Section shall prevail.

This Section Eight governs Customer’s use of the Consolidated Receivables Service.  Bank, in its sole discretion, may not permit Customer to use these Services until Bank has determined that Customer has accepted or executed the applicable documentation and otherwise provided appropriate information and specifications for the use of Service, and until Bank has had a reasonable opportunity to receive and review for proper execution by an authorized signatory and activate the Service Section.  In any event, Customer agrees that the use by Customer of any Service Section shall, without any further action or execution or acceptance of any documentation on the part of Customer, constitute Customer’s acceptance of and agreement to Bank’s terms and conditions for the use of such Service Section as may be in effect as of the time of such usage, whether set forth in this Master Agreement or otherwise prescribed by Bank. 

This Section Nine governs Customer’s use of the Integrated Payables Service.  Bank, in its sole discretion, may not permit Customer to use these Services until Bank has determined that Customer has accepted or executed the applicable documentation and otherwise provided appropriate information and specifications for the use of Service, and until Bank has had a reasonable opportunity to receive and review for proper execution by an authorized signatory and activate the Service Section.  In any event, Customer agrees that the use by Customer of any Service Section shall, without any further action or execution or acceptance of any documentation on the part of Customer, constitute Customer’s acceptance of and agreement to Bank’s terms and conditions for the use of such Service Section as may be in effect as of the time of such usage, whether set forth in this Master Agreement or otherwise prescribed by Bank.  To utilize the Services described herein Customer must be enrolled in and be an active participant in the Online Banking Service offered by Bank. 

This Section Ten governs Customer’s use of the Smart Safe Service.  Bank, in its sole discretion, may not permit Customer to use this Service until Bank has determined that Customer has accepted or executed the applicable documentation and otherwise provided appropriate information and specifications for the use of Service, and until Bank has had a reasonable opportunity to receive and review for proper execution by an authorized signatory and activate the Service Section.  In any event, Customer agrees that the use by Customer of any Service Section shall, without any further action or execution or acceptance of any documentation on the part of Customer, constitute Customer’s acceptance of and agreement to Bank’s terms and conditions for the use of such Service Section as may be in effect as of the time of such usage, whether set forth in this Master Agreement or otherwise prescribed by Bank.  To utilize the Services described herein Customer must be enrolled in and be an active participant in the Online Banking Service offered by Bank. 

This Section Eleven governs Customer’s use of the Direct Transfer Processing Service.  Bank, in its sole discretion, may not permit Customer to use this Service until Bank has determined that Customer has accepted or executed the applicable documentation and otherwise provided appropriate information and specifications for the use of Service, and until Bank has had a reasonable opportunity to receive and review for proper execution by an authorized signatory and activate the Service Section.  In any event, Customer agrees that the use by Customer of any Service Section shall, without any further action or execution or acceptance of any documentation on the part of Customer, constitute Customer’s acceptance of and agreement to Bank’s terms and conditions for the use of such Service Section as may be in effect as of the time of such usage, whether set forth in this Master Agreement or otherwise prescribed by Bank.  To utilize the Services described herein Customer must be enrolled in and be an active participant in the Online Banking Service offered by Bank. 

This Section Twelve governs Customer’s use of the Smart Pay Services, including Smart Pay Express and Smart Pay Biller Direct.  Bank, in its sole discretion, may not permit Customer to use the Smart Pay Services until Bank has determined that Customer has accepted or executed the applicable documentation and otherwise provided appropriate information and specifications for the use of Smart Pay Services, and until Bank has had a reasonable opportunity to receive and review for proper execution by an authorized signatory and activate the Service Section.  In any event, Customer agrees that the use by Customer of any Service Section shall, without any further action or execution or acceptance of any documentation on the part of Customer, constitute Customer’s acceptance of and agreement to Bank’s terms and conditions for the use of such Service Section as may be in effect as of the time of such usage, whether set forth in this Master Agreement or otherwise prescribed by Bank.  To utilize the Smart Pay Services described herein Customer must be enrolled in and be an active participant in the Online Banking Service offered by Bank. 

This Section Thirteen governs Customer’s use of CD ROM Services.  The Bank’s CD-ROM Service provides Customer with a monthly copy of digital images of your Account Statements and associated cancelled checks on a CD-ROM. Through an appropriate Access Device, Customer may access and view images of the front and back, rotating and magnifying for easier viewing and verification, and print copies of any images. CD Images are not encrypted on the CD allowing the images to be extracted and saved to Customer’s network, a central server, or mainframe without having to load the individual CD each time.

This Section Fourteen governs Customer’s use of the Lockbox Service (the “Service”).  In the event of inconsistency between a provision of this Section, the UCC and/or the Account Agreement, this Section shall prevail.

No signature is required on this Treasury Management Terms and Conditions.  By signing the Enrollment Form, Customer acknowledges its receipt of and agreement to the terms of this Master Agreement, the Operating Instructions, and other documents, Schedules or agreements incorporated by reference herein.