1 Seacoast National Bank Person to Person Payment Service Agreement This Seacoast National Bank Person to Person Payment Service Agreement (this "Agreement") states the terms and conditions that govern your use of the Seacoast National Bank Person to Person Payment Service (sometimes referred to as P2P). As used herein, the terms "Bank", "us," "we," or "our" mean Seacoast National Bank, or any affiliate, agent, independent contractor, designee, or assignee that we may, at our sole discretion, involve in the provision of the Seacoast National Bank Person to Person Payment Service; "you" or "your" means (1) an individual or entity that is the owner of an account or (2) an authorized signer on an account who has authority to view account information and effect transactions on such account. When you use or access, or permit any other person(s) or entity to use or access the Person to Person Payment Service, you agree to the terms and conditions of this Agreement. We may amend or change this Agreement (including any applicable fees and service charges) from time to time, in our sole discretion, by sending you written notice by electronic mail, postal mail or by posting the updated terms on the sites within the Person to Person Payment Service (the "Site(s)"). If you find the Agreement unacceptable to you at any time, please discontinue your use of the Person to Person Payment Service. Your use of the Person to Person Payment Service after we have made such changes available will be considered your agreement to the change. We grant to you, for your personal use or, if you are a business, internal business purposes only, a nonexclusive, limited and revocable right to access and use the Person to Person Payment Service. You agree not to use the service for any other purpose, including commercial purposes, such as co-branding, framing, linking, or reselling any portion of the service without our prior written consent. General Terms Applicable to the Person to Person Payment Service In order to register in the Person to Person Payment Service to send money, you must have one or more eligible accounts to designate a Pay From Account. You agree that you will not use the service for International Transactions, which are prohibited under this Agreement. You further agree not to use the service to send money from anyone to whom you are obligated for tax payments, alimony, payments made pursuant to court orders, fines, or payments otherwise prohibited by law. Definitions As used in this Agreement, the following terms have the following meanings: "Cancelled" means funds will neither be processed nor sent for any reason. "Completed" means funds have been successfully processed. It does not mean funds have necessarily been received by the Payee. "Cutoff Time" means the time by which we must receive Instructions to have them considered entered on that particular Business Day. See the paragraph entitled "Cutoff Times" for additional details. "Future Dated" means Instructions that are not scheduled to begin processing on the Current Day; only Business Days may be selected for Future Dated payments. "In Process" means the funds requested for payment are in transit but have not yet been credited to the payee. "Instructions" means the information provided by you in order for the funds to be delivered to the Pay To Account. "Pay From Account" means the account from which funds will be sent. "Payee" means the individual or business to which funds will be credited to. P2P (Person-to-Person) Payments means the service which allows you to send funds to an outside or cell phone number with instructions detailing how the contact can receive the money sent. The recipient determines how to receive the funds. "Pending" means any Instruction that has not been Cancelled before the Cutoff Time on the Send On Date and has not been Funded.
2 "Send On Date" means the Business Day we will begin the delivery process. NOTE: The Send On Date may vary depending on available funds or credit, the Business Day on which it falls, the recipient's acceptance of the payment, if required, and may be on or after the date entered in the sender's Instructions. "Payment" means any Instruction to move funds electronically from one account to another, or to advance funds from a line of credit to another account via the service and/or Instructions that have been processed through the service, as the context requires. Statements All of your payments made through the Person to Person Payment Service from a Seacoast National Bank Account will appear on the statement for such account. Disclosure of Account Information to Third Parties We may disclose information to third parties about your account or the funds you send: 1. As necessary to complete transactions; 2. As necessary in connection with offering the Person to Person Payment Service; 3. In connection with the investigation of any claim related to your account or the funds you send; 4. To comply with government agency or court orders; 5. In accordance with your written permission. Cancellation of Your Service You may cancel the Person to Person Payment Service by calling or you may also cancel online. By canceling the Person to Person Payment Service, any Pending payments, as well as payments that have not been accepted by the recipient will also be terminated, however any payment that is In Process cannot be Cancelled. When you cancel the service, you will no longer be able to access or use the service and you will not receive a refund of any service fees. When you cancel the service, it will not cancel your other online services or your account relationships with us. Cutoff Times The Cutoff Time to accept a payment is 7:00 PM Eastern Time on any Business Day. All Cutoff Times referenced in this Agreement reflect the times displayed on our internal system clocks and may not necessarily be synchronized with the internal clock displayed on your computer. For this reason, we suggest that you transmit any Instructions to us sufficiently in advance of such Cutoff Times to eliminate the possibility of missing the cutoff. Instructions entered after the Cutoff Time with a Send On Date that is the next Business Day may start to process immediately and may be Funded prior to the Send On Date. Sending Money You authorize us to charge your designated Account with us for all payment that you initiate through the Person to Person Payment Service and you agree to have sufficient funds in your Account on the Send On Date to cover each such payment you schedule and any fees that might be associated with such payment until the payment is Completed or Cancelled. We will not be obligated to make any payment you may request unless there are sufficient available funds in your Pay From Account to cover the payment on the Send On Date until the payment is Completed or Cancelled. We may, at our discretion, elect to honor your payment request even if funds are not available for use and you may be charged an unavailable or overdraft fee against your account in accordance with your account Deposit Agreement. Payment Instructions relating to non-seacoast National Bank Accounts and the transmission and issuance of data related to such Instructions shall be received pursuant to the terms of this Agreement and the rules of the National Automated Clearing House Association ("NACHA") and the applicable automated clearing house ("Regional ACH") (collectively, the "Rules") and you and we agree to be bound by such Rules as in effect from time to time. In accordance with such Rules, any credit to the Seacoast National Bank Account or the other Bank Account shall be provisional until such credit has been finally settled by us or the third party institution which holds the account, as the case may be. You acknowledge that you have received notice of this
3 requirement. Payment Limits Payments from your Seacoast National Bank Accounts using the Person to Person Payment Service are subject to transaction limits based on the way the payment is to be sent. Bank to Bank Payment, Paypal, or Recipient Chooses - $750 per transaction, $1500 per day Direct Check - $5,000 per transaction, $10,000 per day These limits may not be increased, but may be decreased at the bank s discretion. Seacoast National Bank Person to Person Payment Service Fees There is no service fee from us to use the Person to Person Payment Service. However, if we process a payment in accordance with your Instructions that overdraws your account, we may assess a fee for any such overdraft in accordance with the terms of your Deposit Account Agreement. You will be responsible for paying any telephone company or utility charges and/or Internet access service fees incurred while using telephone lines and/or Internet access services to connect with the Person to Person Payment Service. Fees are subject to change from time to time. Your Liability for Unauthorized Payments If you permit other persons to use the Person to Person Payment Service or your Password, you are responsible for any transactions they authorize from your accounts. If you believe that your Password has been lost or stolen or that someone has transferred or may transfer money from your account without your permission, notify us AT ONCE, by calling or writing us at Customer Service, P. O. Box 9012, Stuart, FL, For Consumer Deposit Accounts Only: Tell us AT ONCE if you believe your Password has been lost or stolen or that an unauthorized online payment has been made from any of your deposit accounts. Telephoning us is the best and fastest way of keeping your possible losses to a minimum. If you do not do so, you could lose all the money in each of the accounts, as well as all of the available funds in any overdraft protection account or any other credit line included among your accounts. Our Liability for Failure to Complete Payments: For Consumer Deposit Accounts Only Liability for failure to make transfers: If we do not complete a transfer to or from your Account on time or in the correct amount according to our Agreement with you, we will be liable for your losses or damages. However, there are some exceptions. We will not be liable, for instance: (1) If, through no fault of ours, you do not have enough money in your account to make the transfer. (2) If you have an overdraft line and the transfer would go over the credit limit. (3) If the terminal or system was not working properly and you knew about the breakdown when you started the transfer. (4) If circumstances beyond our control (such as fire or flood) prevent the transfer, despite reasonable precautions that we have taken. (5) There may be other exceptions stated in our Agreement with you. Errors and Questions about Person to Person Payment Service: For Payments From Consumer Deposit Accounts Only In case of errors or questions about your electronic payments from your consumer deposit accounts you should telephone or write us as soon as you can, at the address or phone number set forth in the section above entitled "Your Liability for Unauthorized Payments" if you think that your statement is wrong or you need more information about a payment listed on the statement. We must hear from you no later than (a) forty five (45) days for payments from a Seacoast National Bank Account after we sent you the FIRST statement on which the problem or error appeared. Tell us your name, the name of the institution holding the account, and the account number(s) of the account(s) involved.
4 Describe the error or the payment you are uncertain about, and explain as clearly as you can why you believe it is an error or why you need more information. Tell us the dollar amount of the suspected error. If you tell us in person or by telephone, we may require that you send us your complaint or question in writing. Limitation of Liability We agree to use substantially the same type of procedures in performing the Services requested by you as we use in performing similar services on our own behalf. This standard of care, and our compliance with any instructions given to us by you, or reasonably believed by us to have been given by you, shall constitute a reasonable and ordinary standard of care. We will be responsible only for performing the Services expressly provided for in this Agreement, and shall be liable only for our gross negligence or willful misconduct in performing those Services. We will not be responsible for any loss, delay, cost, or liability which arises, directly or indirectly, in whole or in part, from (a) your actions or omissions, or those of third parties ; (b) your negligence or breach of any agreement with us; (c) any ambiguity, inaccuracy, or omission in any instruction or information provided to us; (d) any error, failure, or delay in the transmission or delivery of data, records, or items ; (e) accidents, strikes or labor disputes, civil unrest, fire, flood, water damage (e.g., from fire suppression systems), inclement weather or acts of God; (f) causes beyond our control; (g) the application of any government or funds transfer system rule, guideline, policy, or regulation; (h) the lack of available funds in your account to complete a transaction; or (i) our inability to confirm to our satisfaction the authority of any person to act on your behalf. To the fullest extent allowed by law, Bank's liability to you under this Agreement shall be limited to correcting errors resulting from Bank's gross negligence or willful misconduct. Without limiting the generality of the foregoing, in nor event will our liability for any loss, cost, or liability arising from our gross negligence or willful misconduct exceed the average monthly charge for the Service in question for the month preceding the date or loss. In the event the Customer cannot create or transmit a transaction(s) due to hardware or communications outage, it is the responsibility of the Customer to have contingency procedures in place. In the event the Bank cannot process the file through normal channels, reasonable effort will be taken by the Bank to find alternate means to process the file. The Bank will not be held liable for delayed files in any case resulting from hardware or communication outages. BANK SHALL NOT BE RESPONSIBLE OR LIABLE FOR ANY ERRORS OR FAILURES RESULTING FROM DEFECTS IN OR MALFUNCTIONS OF YOUR COMPUTER HARDWARE OR SOFTWARE, FOR THE QUALITY OR PERFORMANCE OR LACK OF PERFORMANCE OF ANY COMPUTER SOFTWARE OR HARDWARE OR INTERNET DELIVERED SERVICES SUPPLIED BY BANK TO YOU IN CONNECTION WITH THIS AGREEMENT, OR FOR THE TRANSMISSION OR FAILURE OF TRANSMISSION OF ANY INFORMATION FROM YOU TO BANK OR FROM BANK TO YOU. BANK SHALL NOT BE RESPONSIBLE FOR NOTIFYING YOU OF ANY UPGRADES OR ENHANCEMENTS TO ANY OF YOUR COMPUTER HARDWARE OR SOFTWARE. EXCEPT AS REQUIRED BY LAW OR AS OTHERWISE PROVIDED HEREIN, IN ADDITION TO THE ITEMS DELINEATED IN THE PRECEEDING PARAGRAPHS, WE EXPRESSLY ASSUME NO RESPONSIBILITY AND WILL NOT BE LIABLE UNDER ANY CIRCUMSTANCES FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLES EVEN IF WE HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, RESULTING FROM: (i) THE USE, INABILITY TO USE, UNAUTHORIZED USE, PERFORMANCE OR NON-PERFORMANCE OF THE SERVICES; (ii) ANY BREACH OF SECURITY CAUSED BY A THIRD PARTY; (iii) ANY PRODUCTS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO, THROUGH OR FROM THE SERVICES; (iv) DELETION, MIS- DELIVERY, FAILURE TO STORE DATA; (v) ANY LOSS OF, UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (vi) THE COST OF GETTING SUBSTITUTE GOODS AND SERVICES, INCLUDING BUT NOT LIMITED DAMAGES FOR LOSS OF PROFITS, USE, DATA OR OTHER INTANGIBLES; OR (vii) STATEMENTS OR CONDUCT OF ANYONE ON BEHALF OF THE SERVICES. THIS ENTIRE SECTION SHALL SURVIVE TERMINATION OF THIS AGREEMENT AND ANY SERVICES. Disclaimer of Warranties EXCEPT AS REQUIRED BY LAW, YOU EXPRESSLY UNDERSTAND, AGREE AND ACKNOWLEDGE THAT WE MAKE NO REPRESENTATIONS, WARRANTIES, OR GUARANTIES, EXPRESS OR IMPLIED, IN
5 CONNECTION WITH ANY SERVICE, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. WE EXPRESSLY MAKE NO WARRANTY OR REPRESENTATION REGARDING THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES, THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE SERVICES, OR THAT THE SERVICES WILL MEET YOUR REQUIREMENTS, BE UNINTERRUPTED, TIMELY, SECURE OR ERROR FREE. THE SERVICES ARE PROVIDED ON AN AS IS AND AS AVAILABLE BASIS. YOUR USE OF THE SERVICES AND ALL INFORMATION, PRODUCTS AND OTHER CONTENT (INCLUDING THAT OF THIRD PARTIES) INCLUDED IN OR ACCESSIBLE FROM THE SERVICES IS AT YOUR SOLE RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA. BANK MAKES NO REPRESENTATION OR WARRANTY, WITHER IMPLIED, TO YOU AS TO ANY COMPUTER HARDWARE, SOFTWARE, OR EQUIPMENT USED IN CONNECTIONS WITH THE SERVICES (INCLUDING, WITHOUT LIMITATION, YOUR COMPUTER SYSTEMS OR RELATED EQUIPMENT, YOUR SOFTWARE, OR YOUR 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 YOU USE, OR AS TO WETHER ANY SOFTWARE OR INTERNET DELIVERED SERVICE WILL PERFORM IN AN UNINTERRUPTED MANNER, INCLUDING (BUT NOT LIMITED TO) ANY WARRANTY OR MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Other Agreements In addition to this Agreement, you agree to be bound by and comply with such other written requirements as we may furnish to you in connection with either the Person to Person Payment Service or products which may be accessed via the Person to Person Payment Service, including, but not limited to, any deposit account agreements that apply to your and with all applicable State and Federal laws and regulations. In the event of a conflict between the terms of this Agreement and any applicable Seacoast National Bank account agreements with us, the terms of this Agreement will control except as may be otherwise stated herein. Termination We may terminate or suspend this Agreement, or terminate, suspend or limit your access privileges to the Person to Person Payment Service, in whole or part, at any time for any reason without prior notice. The obligations and liabilities of the parties incurred prior to the termination date shall survive the termination of this Agreement for all purposes. Binding Arbitration At our request or your request, a dispute concerning your deposit account will be decided by binding arbitration under the commercial arbitration rules of the American Arbitration Association. Arbitration involves the review and resolution of the dispute by a neutral party. It will be used in place of a trial before a judge and jury in a formal court of law. The arbitration will be brought individually and not as part of a class action. If it is brought as a class action, it must proceed on an individual (non-class, non-representative) basis. YOU UNDERSTAND AND KNOWINGLY AND VOLUNTARILY AGREE THAT YOU AND WE ARE WAIVING THE RIGHT TO A TRIAL BY JURY AND THE RIGHT TO PARTICIPATE OR BE REPRESENTED IN ANY CLASS ACTION LAWSUIT. You are free to terminate your relationship with us if you don't agree with this change. If you continue to use your deposit account, arbitration will apply to all disputes, whether they arose in the past or arise in the future. Indemnification In addition to other indemnification and liability provisions elsewhere in this Agreement, to the fullest extent allowed by law you will indemnify, defend and hold the Bank, its service providers, its affiliates, partners, officers, directors, employees and agents harmless from any and all third-party liabilities, claims, costs, expenses, and damages of any nature (including but not limited to attorney s fees) arising out of or relating to your use of Services, our reliance on the information, instruction and/or authorization provided by you under or pursuant to this Agreement your failure to report required changes, transmissions of incorrect data to Bank, your violation or breach of this Agreement and/or your breach of applicable laws, rules or regulations. This paragraph shall survive termination of the Agreement or any Service you are using.