Rabo Commercial Banking (RCB) Agreement

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1 Rabo Commercial Banking (RCB) Agreement Acceptance of this Agreement You accept the terms and conditions of this Agreement, as well as any amendments that may be made to this Agreement from time to time, not only by clicking Accept when you access in Rabo Commercial Banking (the Services ), but also by using the Services. This Rabo Commercial Banking Agreement ( Agreement ) sets forth the terms and conditions of the Services offered by Rabobank, N.A. (hereinafter us, we, our, or the Bank ). By applying for any of the Services, you agree to be bound by this Agreement for any Service that is provided to you by the Bank. Your use of any of the Services will be additional evidence of your agreement to its terms. We will let you know when the Services you request and which are approved by us for your Account(s) become available. If you request and are authorized to use additional Services in the future, they will be governed by this Agreement, unless we advise you otherwise. This Agreement applies to your use of the Services for non-consumer purposes through the RCB. Without limitation, it applies to all Payments to or from Account(s) that are not primarily established for personal, family or household purposes and to Payments that are otherwise not subject to the federal Electronic Funds Transfer Act (the EFTA ), and to the persons who make them. This Agreement is in addition to any other agreements between you and us and includes but is not limited to (as applicable), your checking, savings, and other deposit account agreements, your Mobile Banking End User Terms and Conditions agreement and any addendums thereto, your credit card agreements, any overdraft protection you may be signed up for and loans and lines of credit that you have with us, as each may be modified from time to time. If there is a conflict between the terms and conditions of this Agreement and those contained in the other agreements between you and us, this Agreement will control. ELECTRONIC COMMUNICATIONS DISCLOSURE AND CONSENT - This disclosure and consent applies to all agreements, documents, disclosures, notices, periodic statements, and other information and communications from us ( documents ) related to your Account(s) and to any other products or services accessible through RCB. Once you have enrolled in RCB, periodic updates to this Agreement and other disclosures or documents related to your Account(s) will be provided electronically only. By clicking Accept for this Agreement, you also are providing your affirmative consent to receive all documents and disclosures related to your Account(s) electronically only ( electronic documents ). To receive all documents electronically, you must have a working connection to the internet with capability and software that permits you to receive and access Portable Document format or PDF files with Adobe Reader 6.0 or higher. You may request paper copies by sending your requests to the address provided below. Requests for paper copies of these documents may be subject to a fee, as disclosed in our Schedule of Fees and Minimum Balances. We will send you an notification when electronic documents are available to view. You are responsible for updating your address. If you provide us with an invalid address, you will not receive notifications regarding electronic documents related to your Account(s). You may change your address(es) at any time by accessing the Administration tab within RCB and entering your address in the Address field. If your notification is returned, you are responsible for logging in periodically to view your electronic documents. If you are unable to view your electronic documents once you have logged in, please contact our Customer Support immediately. FM-EP-105 (09/17) SRM, Website 1

2 If you are unable to receive electronic documents, you must notify the Bank at the address below. In the event you are unable to receive electronic documents, you will be released from this Agreement with no penalty. However, your enrollment in RCB will be terminated. You may withdraw your consent for receiving electronic documents from us by contacting us at the address below. 1. Write us at: Rabobank, Online Banking, P.O. Box 6010, Santa Maria, CA If you withdraw your consent for receiving electronic documents, your enrollment in RCB Services will be terminated because receipt of your documents electronically is required for RCB. GENERAL TERMS Definitions. In this Agreement, defined terms have the meaning given to them. In addition: Your Account(s) are any Eligible Account(s) you have designated as an account accessible through RCB. Your Available Balance and similar words mean the balance in your Account(s) as determined under our funds availability policy. Business days are Monday through Friday, excluding Federal holidays. Communication means instructions and actions from you (or attributable to you under this Agreement or otherwise) received by us through RCB. Eligible Account(s) include checking, money market, savings, and time deposits, and in some cases loans and line of credit. Your Login Credentials are the credentials (such as codes and passwords) that are associated with you and used by us to verify the authenticity of Communications from you. Login Credentials are used to access Account(s) and to use the Services. The Login Credentials include any supplemental or alternative method we may offer or present to you from time to time for use in verifying the authenticity of Communications. The Login Credentials also will include any supplemental authentication tools that you use. Rabo Commercial Banking, RCB, or Services are the online banking interface and the banking services described in this Agreement and include all supplemental Services offered through the online banking interface, including but not limited to Bill Pay Services, ACH, Wires, Positive Pay, and Mobile Banking Services. The terms and conditions of these services are governed by this Agreement, the Master Cash Management Agreement and by supplemental addendums specific to those Services. The words we, us, our, Bank, Rabobank and similar terms are used to refer to Rabobank, N.A. The words you, your and similar terms are used to refer to the person entering into this Agreement and to the each person who is an owner of or has an interest in an Account together with the owner s authorized representatives. GETTING ESTABLISHED 1. Equipment and Software. You are responsible for the acquisition, installation, maintenance, operation and use of the computer and browser software used to access the Services. The risk of error, failure or non-performance is your risk and includes the risk that you do not operate the computer or software properly. The Bank is not responsible for any errors or failures from any malfunction of the computer and/or the software nor is it responsible for any electronic virus, viruses, worms, or similar issues involving software that you may encounter. The Bank has no liability to you for any damage or other loss, direct or consequential, which you may suffer or incur by reason of your use of the computer or the software to access the Services. The Bank makes no warranty to you regarding the computer or the software, including any warranty of merchantability or fitness for a particular purpose. You are responsible for providing and maintaining any equipment that is necessary to access and use the Services, such as telephones, terminals, modems and computers. You agree to use equipment that is compatible with our programs, systems and equipment, which we may change from time to time. We assume no responsibility for the defects or incompatibility of any computers or software that you use in connection with the Services, even if we have previously approved their use. The Services are compatible with the operating systems and web browsers as disclosed in our Annual Browser Positioning Statement. EXCEPT AS OTHERWISE PROVIDED IN THIS AGREEMENT, NEITHER WE NOR OUR SUPPLIERS OR VENDORS MAKE ANY WARRANTY, EXPRESS OR IMPLIED, IN LAW OR IN FM-EP-105 (09/17) SRM, Website 2

3 FACT, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE OR OF MERCHANTABILITY, WITH RESPECT TO THE SERVICES OR ANY COMPUTER PROGRAMS, EQUIPMENT OR SOFTWARE (COLLECTIVELY THE EQUIPMENT ) USED IN ACCESSING AND USING THE SERVICES. You agree to comply with the RCB Terms and Conditions. You also agree that you may not transfer, distribute, copy, reverse compile, modify or alter the systems used to provide you with the Services We and/or our suppliers retain all right, title and interest in and to the intellectual property rights associated with the Services and the equipment and software used to provide you with the Services. You agree to acquire, install and maintain real-time anti-virus and anti-spyware, desktop firewall, and malware detection and removal software. You also agree to use these tools regularly to scan your computer and allow for automatic updates and scheduled scans. The Bank offers all users of RCB the service of Trusteer Rapport, an online fraud protection software customized to assist customers in protecting their Account(s). The Bank highly recommends the installation of this solution for all RCB users. By not installing the Trusteer Rapport solution, Customer agrees to be fully liable for any losses which may arise from unauthorized Account(s) takeover attacks You agree to install security updates to operating systems and all applications, as they become available. These updates may appear as weekly, monthly, or even daily for zero-day attacks. You also agree to keep operating systems, browsers, and all other software and hardware up-to-date. You agree to only use the Administrative login Account(s) for purposes of creating, modifying, or deleting other user Account(s) within the system. You agree to conduct Wire and/or ACH transactions utilizing a dual control methodology. A single user ID should be established to initiate a transaction and a second, unique, user ID should be used to approve/authorize the transaction. You agree to minimize the number of, and restrict the functions for, computer workstations and laptops that are used to access RCB and payment systems. You also agree to utilize a dedicated workstation to conduct online banking sessions and this workstation shall not be used for general web browsing, ing, and social networking. You further agree to conduct online banking and payment activities from at least one dedicated computer that is not used for other online activity. Users of this workstation should not possess administrative rights for installing software to this dedicated workstation. You agree to ensure that your employees know how, and to whom, to report suspicious activity to within your company and at the Bank. If you detect suspicious activity, you agree to immediately cease all online activity and contact the Bank so that the following actions may be taken: Disable online access to Account(s). Change online banking passwords. Open new Account(s) as appropriate. Request that a Rabobank agent review all recent transactions and electronic authorizations on the Account(s). If suspicious active transactions are identified, cancel them immediately. Ensure that no one has added any new payees, requested an address or phone number change, created any new user Account(s), changed access to any existing user Account(s), changed existing wire/ach template profiles, changed PIN numbers or ordered new cards, checks or other account documents be sent to another address. 2. Your Administrator. Your Administrator shall be an Authorized Representative as listed on the Corporate resolution and shall have complete access to all Accounts and Services. Your Administrator may designate individuals as authorized users to access and use the Bank s RCB Services and to receive information from the Bank concerning the operation and use of the Bank s RCB Services. Your Administrator shall be responsible for establishing online limitations and access levels, including which Accounts and Services each authorized user is authorized to access. Your Administrator shall be responsible for the addition or removal of any new login credentials. 3. Accounts. To use the Services you must have at least one Account with the Bank, which may include the following types of Accounts: Checking, Savings, Loan or a Certificate of Deposit. Accounts with access restrictions such as two signatures required should not be accessed through the FM-EP-105 (09/17) SRM, Website 3

4 Services and you agree not to do so. Nevertheless, if you do so, you agree that we may process the transaction without regard to the restriction. That is, you understand that access to linked Accounts, including the ability to initiate Payments, will occur without regard to any withdrawal restrictions otherwise applicable to the accounts. You agree that any arrangements with us to require one or more authorized signatures for transactions involving your Accounts do not apply to transactions using the Services. You will need to designate certain Accounts for specific purposes in connection with some or all of the Services provided to you by the Bank. After the establishment of the Services for your Accounts, you or your Administrators may from time to time add additional accounts in your name to be included as part of the Services to be provided. If at any time you or your Administrators fail to designate an Account, we may designate the Account or Accounts to be used in connection with the Services provided. Your application for Services may list certain Accounts that you wish to access with the Services. If it includes the Accounts of your parent company, subsidiaries or affiliates, you warrant that they have authorized you to access their Accounts through the Services in the same manner as your own accounts. You also agree to provide us with their written authorization, in a form and substance acceptable to us, evidencing that authority, and to notify us immediately in writing of any change to that authorization. Any designations by you or your Administrators shall be subject to our prior approval, which approval may be withheld in our sole discretion. The Bank may, without prior notice or demand, obtain payment of any amount due and payable to it under this Agreement by debiting your Account(s) with Bank. You shall at all times maintain a balance of available funds in the Account(s) sufficient to cover your payment obligations under this Agreement. In the event there are not sufficient available funds in the Account(s) to cover your obligations under this Agreement, you agree that the Bank may debit any Account(s) maintained by you with the Bank or any affiliate of the Bank or that the Bank may set off against any amount it owes to you, in order to obtain payment of your obligations under this Agreement. Upon the request of the Bank, you agree to promptly provide to us such information pertaining to your financial condition as the Bank may reasonably request. 4. Security Procedure and User Guides. We may provide you with one or more identification numbers, codes, images, phrases, marks, signs, public keys (collectively and individually, Security Codes ), Security Tokens and/or other means of authenticating your identity so that you may access our Services. We also may provide you with operating procedures and online user guides ("User Guides") in connection with certain Services. You agree to: (a) comply with the User Guides and procedures that we provide to you; (b) take reasonable steps to safeguard the confidentiality and security of the Security Codes, Security Tokens, the User Guides, and any other proprietary property or information we provide to you in connection with the providing of Services to you; (c) closely and regularly monitor the activities of your employees and agents who access and use the Services; (d) notify us immediately if you have any reason to believe the security or confidentiality required by this provision has been or may be breached; and (e) immediately change your Security Codes if you know or suspect that the confidentiality of the Security Codes has been compromised in any way. Our security procedures are not designed for the detection of errors (e.g., duplicate payments or errors in your funds transfer instructions). We will not be obligated to detect errors by you or others, even if we take certain actions from time to time to do so. You agree to change any temporary Security Codes we give you promptly after you are given access to the Services for the first time and whenever anyone who has had access to any Security Codes is no longer employed or authorized by you to access and use the Services. We may require you to change your Password at any time. As an alternative to verifying transactions by means of Security Codes, we may elect to verify the authenticity or content of any order or instruction received by us by placing a call to any authorized signer on your Account(s) or any other person designated by you for that purpose. We may deny access to the Services to be provided to you without prior notice if we are unable to confirm to our satisfaction any person s authority to access and use the Services or if we believe such action is necessary for security reasons. You acknowledge and agree that any such call may be monitored or recorded by the Bank and you hereby expressly consent to such monitoring or recording. You further agree that any electronically recorded calls may be retained by us to be used to assist us in determining your authorization for any transaction under this Agreement. FM-EP-105 (09/17) SRM, Website 4

5 Each time you make a transfer or payment with a Service, you warrant that our security procedures are commercially reasonable (based on the normal size, type, and frequency of your transactions). Some of our Services allow you or your Administrator to set transaction limitations and establish internal controls. Your failure to set such limitations and implement such controls increases your exposure to, and responsibility for, unauthorized transactions. You agree to be bound by any transfer, instruction or payment order we receive through the Services, even if it is not authorized by you, if it includes your Security Codes or is otherwise processed by us in accordance with our security procedures. If a funds transfer request received by us purports to have been transmitted or authorized by you, it will be deemed effective as your request and you shall be obligated to pay us the amount of such funds transfer request even though the request was not authorized by you, so long as we accepted the funds transfer request in good faith. If a signature comparison is to be used as a part of those security procedures, we shall be deemed to have complied with that part of such procedures if we compare the signature accompanying a file of funds transfer requests (or request for cancellation or amendment of a transfer request) received with the signature of an authorized representative of you (an Authorized Representative ) and, on the basis of such comparison, believes the signature of the person sending such file to be that of the Authorized Representative. Please note, if you do not use the Services for 180 consecutive days, your access may be disabled and reenrollment will be necessary to obtain a new user ID and password. 5. Liability for Access to and Unauthorized Transactions on Account(s). You are responsible for and bound by any Communication (as defined herein) we receive in your name through a Service if the Communication: (a) comes from an Authorized Representative, Administrator or Sub-User; or (b) is authenticated using security procedures, described herein, even if not authorized by you; or (c) is legally binding on you under the laws of agency, contract or otherwise. Authorized Representatives. Your Authorized Representative includes each person who is (1) authorized by you to conduct business with us, including as part of your Account(s) management resolution(s); or (2) a principal officer of yours (such as your CEO or CFO if you are a corporation, or a partner in a partnership, or a manager of an LLC); or (3) otherwise authorized (or deemed authorized) to act on your behalf, whether under this Agreement or any other agreement with us, by the laws of agency, or under any other state or federal law, rule or regulation. Responsibility For Communications In Your Name, Whether Or Not Authorized By You. The Security Codes are security procedures. You agree that we may use the security procedures to verify the authenticity of communications ( Communications ) that are received by us in your name. If we verify the authenticity of a Communication or instruction received in your name using the security procedures, we may rely on it and you will be obligated on the Communication or instruction, whether or not it was authorized by you. On the other hand, if a Communication or instruction was authorized by you or if you would otherwise be bound by it under this Agreement, you will be obligated on it even if we did not verify its authenticity using the security procedures and even if the security procedures would have prevented error. You agree that the security procedures are intended to verify authenticity and not to detect error. Responsibility for Security Procedures. In addition to the Security Codes as security procedures, you may choose additional security procedures. We may from time to time offer supplemental security procedures, and you agree to consider them. You agree to follow any instructions we provide to you about using, storing or otherwise related to security procedures. You agree to consider the size, type and frequency of the ACH entries, wire transfers, payment orders or other money transactions you will or intend to use the Services to accomplish. You agree to consider the risks presented by the possibility of unauthorized access to these Services, including the risk of loss to you that we may process Communications and instructions that are your responsibility even though they were not authorized by you. You agree to use the Services only after determining, and only for so long as you continue to determine, that the security procedures are a commercially reasonable method of providing security against unauthorized ACH entries, wire transfer, payment orders or other Communications. You agree and acknowledge that the security procedures are commercially reasonable for you and that you will be bound by instructions or Communications in your name, as set forth above. FM-EP-105 (09/17) SRM, Website 5

6 You also agree to take appropriate steps to ensure that all Security Codes are protected and kept confidential. In your review of the Services, including those aspects of the Services pertaining to the issuance, use, and protection of the Security Codes and the security procedures, you agree to notify us if your use of the Services would necessitate or be better served by a level of security that exceeds that offered by the Services. If you fail to notify us, then you acknowledge and agree that the security procedures of the Services are appropriate for your needs and will provide you with a commercially reasonable degree of security against unauthorized use. Refusal to Process Communications. We may delay or refuse to process any requested Service, including ACH entries, wire transfers, payment orders or other money transactions, or any other Communication from you. We may do so for any reason or for no reason. We may provide notice to you, but are not obligated to do so. In addition, we shall be excused from failing to transmit or for delays in transmitting an Entry if such transmittal would result in our having exceeded any limitation upon our intra-day net funds position established pursuant to present or future Federal Reserve guidelines or in our reasonable judgment otherwise violating any provision of any present or future risk control program of the Federal Reserve or any rule or regulation of any other U.S. governmental regulatory authority. You agree that we will have no liability to you or to any other person for any loss, damage or other harm caused by or arising out of any such delay or refusal. OUR SERVICES 6. Account Information Service. You can access and use the Services to obtain balance and other Account information. Since certain information and transactions are not processed by us until after the close of our business day, some transactions may not be reflected in the system until the next banking day. Posted items may be reversed due to insufficient funds, stop payment orders, legal process, and other reasons. Certain balances also may not be subject to immediate withdrawal, and, pursuant to the NACHA Rules (as further defined below), certain ACH debits and credits require same-day settlement. Any of these same-day ACH debits and credits may post to your Account(s) multiple times during the day and/or will be posted to your Account(s) no later than the end of the processing day. We assume no responsibility for any loss arising from incomplete information or for any temporary interruption in our information Service. If you are unable to access our system for any reason, you can contact our Commercial Client Services at for assistance. 7. Funds Transfer Services. We offer funds transfer Services that allow you to make payments to others and to transfer funds between Accounts through the Automated Clearing House ( ACH ), by wire, by internal transfer or by any other payment system we deem reasonable under the circumstances. Orders and Charging Your Account. When you transmit a transfer or payment request (an Order ), you authorize us to charge the designated Account(s) for the amount indicated. Available Funds. We may refuse an Order if there are not sufficient collected and available funds in your Account(s) on the date we initiate the transaction or on the payment date. We may place a hold on funds pending our processing of your Order. If we have reason to believe that you may not have adequate funds to cover an Order, we may delay execution of the Order until we receive adequate assurance from you that the funds will be available. Nothing in this Agreement, nor any course of dealing between us, shall be construed as our commitment or obligation to lend money to you or extend you credit. Funds Transfer Instructions. You may transmit Orders to us in compliance with the form, format and other requirements set forth in the User Guides, the Rules (as defined below and if applicable), and any security procedures that we establish for the Services provided. We are not responsible for detecting or rejecting duplicate Orders. If you give us an Order that is incorrect in any way, you agree that we may charge your Account(s) for the payment whether or not the error could have been detected by us. Internal Transfers. Transfers between your deposit Account(s) with us are subject to the terms of your account agreement. Although you may instruct our online system to make transfers between your Accounts at any time on any day, transfers occurring after our Service cutoff hour or on non-banking days may not be posted until the next banking day. ACH Debit and Drawdown Wire Orders. You may initiate ACH debit and drawdown wire Orders only with the prior written authorization of the owners of the Account(s) affected by such Orders. You agree FM-EP-105 (09/17) SRM, Website 6

7 to maintain a copy of each authorization for a period of two years following its termination, and to provide us with a copy of the authorization upon request. Transaction Limits and Safeguards. You agree not to exceed the transaction limits we establish from time to time for your Account(s) or for any Service we provide to you. You agree that you will not allow anyone to initiate Orders without proper supervision and adequate safeguards, and that you will regularly audit the actions of your Administrator and authorized representatives. On-Us Entries. Except as provided below for Rejection of Entries, in the case of an Order received for a credit or debit to an Account maintained with us (an On-Us Entry ), we shall credit or debit the beneficiary or receiver s Account in the amount of such On-Us Entry on the effective date contained in such Entry, provided the requirements of this Agreement are met. If the requirements of this Agreement are not met, we shall use reasonable efforts to credit or debit the beneficiary or receiver s Account in the amount of such On-Us Entry no later than the next business day following such effective date. Cancellation and Amendment of Orders. Customer shall have the right to cancel or amend any Order after its receipt by the Bank. However, while the Bank shall use reasonable efforts to act on your request to cancel or reverse an Order which has been received by the Bank you understand that under applicable law and rules the receiving depository financial institution may be under no obligation to return an erroneous Order. If we attempt to reverse an Order at your request, we assume no liability for any interest or losses that result if the reversal is not effective. You agree to indemnify, defend, hold the Bank harmless and reimburse it for all expenses, losses, claims, actions, proceedings and damages that it incurs in effectuating or attempting to effectuate any reversal. You are solely responsible for providing notice to the recipients of such an Order (with each being a Receiver ) that a reversal is being transmitted and the reason for the reversal by no later than the settlement date of the reversing entry. Rejection of Orders. We may refuse any Order with or without cause or prior notice. For example, we may refuse an Order if there are not sufficient collected and available funds in your Account(s) on the date we initiate the transaction or on the settlement date of such transaction. We also may refuse any order which does not comply with the requirements of Sections 4. Security Procedure and User Guides, 7. Funds Transfer Service, 8. Wire Transfer Service, 10. ACH Services, or 11. Bill Payment Service. We may notify you of such refusal electronically, in writing, by telephone, or otherwise no later than two business days after the date the Order was to be effectuated. We are not required to pay you interest on a rejected Order for the period from refusal of the Order to your receipt of the notice of refusal. Notice of Returned Orders. We may notify you electronically, in writing, by telephone, or otherwise regarding any Order that is rejected or returned for any reason. We will not be obligated to credit your Account(s) with any interest, unless the return is caused by our failure to properly execute the Order. We may attempt to remake the Order if the return is due to our error and we have sufficient data to remake the Order. We shall have no obligation to retransmit a returned Order to the ACH Operator if we have complied with the terms of this Agreement with respect to the original Order. Notices and Statements. Information on transfers to or from your Accounts will be reflected on your periodic statements and may be available to you online. We are not required to provide you with any other notice of the receipt, transmittal or debiting of Orders. Unauthorized Order. We may process any Order (including an amendment or cancellation Order) we believe is transmitted or authorized by you if we act in compliance with the security procedures (including any callback procedure) agreed upon by you and us. Such Orders will be deemed effective as if made by you, and you will be obligated to pay us in the amount of such Orders, even though they are not transmitted or authorized by you. We strongly recommend that you impose a dual control environment in connection with the transmission and confirmation of Orders. If you elect not to do so, you agree to be subject to a higher standard of care with respect to your Accounts, transactions and statements. 8. Wire Transfer Service. Designation of Funds Transfer System and/or Intermediary Bank. To the extent necessary or appropriate the Bank shall send Payment Orders through a correspondent(s). In executing any Payment Order, the Bank shall use whatever funds transfer system, and communications system designated by Customer, except where the Bank concludes in good faith that the use of such systems FM-EP-105 (09/17) SRM, Website 7

8 is not feasible or would involve undue delay or risk. In those circumstances, the Bank may use the funds transfer systems and communications systems in which the Bank participates. The Bank may, in its sole discretion, establish designated intermediary banks, agents or sub-agents as it deems necessary or appropriate in connection with a Payment Order. Bank may use any one or more of the following: the Fedwire System, the Clearing House Interbank Payment System, the Society for Word-Wide Interbank Financial Telecommunications, an intermediary bank identified by the foregoing systems or us as a correspondent bank of the beneficiary s bank, or any other payment system or intermediary bank which we deem reasonable under the circumstances. You agree to be bound by the rules of the funds transfer system utilized. Charge for Order. When you initiate an Order you authorize us to charge the designated Account for the amount of the payment, plus any applicable fees and charges imposed by us or by any intermediary bank (whether chosen by us or by you). Each Order for a funds transfer authorizes us and any intermediary bank to obtain payment for fees and expenses, including ours and those of any (including subsequent) intermediary bank(s). We and any intermediary bank may obtain payment by issuing a payment order in an amount that is reduced by the amount of these fees and charges. We may but are not obligated to provide you with advance notice of any intermediary bank fees and charges. You agree that we may retain or be paid a portion of any fees or charges imposed or collected by an intermediary bank, including those chosen by us. You agree that if an intermediary bank is used whose fees and charges are not disclosed to you in advance, then we are not liable in any manner whatsoever for any losses or damages you may suffer as a result of that bank s processing of an Order in an amount less than the Order given by you. Inconsistency of Beneficiary s Name and Account Number. If a beneficiary of an Order is identified by both name and account number, payment may be made by us and by any other bank based on the account number even if the name and the account number are not consistent or identify different parties. Inconsistency of Intermediary or Beneficiary s Bank. If an intermediary bank or a beneficiary s bank is identified on an Order by both name and account number, we and other banks may rely on the account number even if the name and the account number are not consistent or identify different parties. Confirmation Notices. We have no obligation to notify you of credits or debits to your account resulting from Orders. We will provide you with notice of payments to and transfers from your account as part of your account periodic statement. Provisional Credit. When we give you credit for an incoming payment order, it is provisional until we receive final settlement for the Order. If we do not receive final settlement, you must return the funds previously credited to your account to us, and the person who sent the funds transfer order will not be treated as having paid you. Foreign Transfers. If your Order involves a foreign transfer, and you have been approved by us for foreign transfers, we may execute the Order in the currency of the country of the payee s financial institution at either our buying rate of exchange for U.S. dollar transfers or the exchange rate of the payee institution. If the transfer is returned for any reason, you agree to accept the refund in U.S. dollars in the amount of the foreign money credit, based on the current buying rate on the day of the refund, less any charges and expenses incurred by us. Foreign transfers may be subject to delays, charges imposed by other financial institutions, and changes in foreign currency exchange rates. Intermediary banks may deduct their fees from the amount of any Order they process. A portion of those fees may be shared with us. 9. Stop Payment Service. With this Service, you can stop payment on a check by following the procedures established for this Service. You must provide us with timely, complete and accurate information on the account number, date of the item, item number, payee, and the EXACT amount (in dollars and cents) of the item. If any information is incomplete or incorrect, we will not be responsible for failing to stop payment on the item. Requests become effective when we confirm their receipt. There is a fee for each request (effective for six months), whether or not we receive your request in time to act upon it. Requests received after our cutoff hour or on non-business days may be deemed received by us as of the start of the next business day. If our online system is not available for any reason, you can contact our Commercial Client Services at or your branch of account to FM-EP-105 (09/17) SRM, Website 8

9 make your request. You may not cancel stop payment orders through the Services. Any cancellation request must be made in writing and must be received in such time as to allow us a reasonable opportunity to act and actually stop the payment of the check. 10. ACH Services. Supplemental Definitions and Terms. We are a Participating Depository Financial Institution of the National Automated Clearing House Association ( NACHA ). If approved by us, you may be permitted to provide Orders to us to initiate electronic fund transfer entries (an Entry or Entries ) through us for the deposit ( Credit ) and/or payment ( Debit ) of money to and from your Accounts maintained at the Bank and to and from accounts at other Participating Depository Financial Institutions, by means of the Automated Clearing House ( ACH ). Unless otherwise defined in this Agreement, capitalized terms shall have the meanings provided in the NACHA Rules (the Rules ). The term Entries shall have the meaning provided in the Rules and shall also mean the data received from you hereunder from which we prepare Entries. ACH Transaction Rules. Except as provided below for On-Us Entries and Rejection of Entries, the Bank shall (i) process Entries received from Customer to conform with the file specifications set forth in the Rules, (ii) transmit such Entries as an Originating Depository Bank to the ACH Operator, and (iii) settle for such Entries as provided in the Rules. You agree to comply with the Rules when you conduct transactions through the ACH. For a fee, you can obtain a copy of the current Rules at pubs.nacha.org or by telephoning NACHA at The following are specific agreements by you relating to ACH compliance: You shall not initiate an ACH transaction that is part of a payment transaction that involves a financial agency or financial agency s office that is not located in the territorial jurisdiction of the United States. You shall not initiate or participate in any ACH transaction that involves unlawful Internet gambling, which includes placing or taking bets and wagers via the Internet or facilitating a transaction that involves a bet, wager, or winning that is considered unlawful by laws of the United States and the state of California. You agree to establish, implement, and update, as appropriate, policies, procedures, and systems regarding the initiation, processing, and storage of Entries that are designed to: a) Protect the confidentiality of Protected Information until its destruction; b) Protect against anticipated threats or hazards to the security or integrity of Protected Information until its destruction; and c) Protect against unauthorized use of Protected Information that could result in substantial harm to a natural person. Such policies, procedures, and systems must include controls that comply with applicable regulatory guidelines on access to all systems used by such non-consumer Originator, Participating DFI, or Third Party Service Provider to initiate, process, and store Entries NACHA Operating Rules, Section 1.6. You agree not to disclose the Receiver s account number or routing number to any third party for such third party s use, directly or indirectly, in initiating a debit entry that is not covered by the original authorization NACHA Operating Rules, Section Initiation of ACH Entries. The ACH origination Service allows you to create an ACH file that we will consider for processing if submitted before the posted cutoff time. Exposure limits are established at enrollment and may not be exceeded without prior authorization from us. We may increase, decrease or otherwise modify your exposure limits at any time, for cause or without cause, and with or without prior notice to you. Each authorized signer on an Account may contact us to request changes in limits, request investigations or request that we not process a file or request a reversal for a file that has been submitted. Upon receipt of your ACH Entries or your file, we may choose not to process the entire file or individual entries, at our option, if there are errors in the file or any entry or if your Account does not contain sufficient funds to cover the transaction. You may be notified via secure if an ACH batch is denied. FM-EP-105 (09/17) SRM, Website 9

10 Processing Entries. The Entries data you input in the Services must conform with the file specifications set forth in the Rules. We will transmit such Entries as an Originating Depository Financial Institution to an ACH Operator and settle for them in accordance with our policies, provided however that we may at our discretion defer or delay crediting you or providing funds or funds availability to you in settlement of any debit Entry or Reversal (as defined below) or of any returned or rejected credit Entry. Without limitation, we may defer any credit to you until we receive final settlement for a Debit Entry. Any credit provided to you for any reason will be provisional until all rights of any other party to the funds (under the Rules or otherwise) have expired, and we will have the right to immediate payment of the amount of such credit upon its receipt of notice of any adjustment or that final settlement may not occurred. In addition, we will have the right to payment by you for any returned or rejected credit Entry, or in settlement of any reversal of a credit Entry, for which you have previously received credit at the time we receive such rejection or return. Unless otherwise specified in writing by us, you may not initiate Entries using any standard entry class or code other than PPD, CCD or CIE, as set forth in the Rules in effect as of the date of this Agreement Timing. In order to comply with NACHA guidelines, you must submit ACH consumer credit Orders to us two business days before the payment date and all other ACH Orders one business day prior to the payment date. We may transmit Entries to the ACH Operator on or before two business days prior to the Settlement Date Shown on such Entries provided: (i) such Entries are received by the Bank s related cut-off time on a business day, (ii) the Settlement Date is after such business day, and (iii) the ACH is open for business on such business day. If any of these requirements (that is, of the preceding clauses) is not met, we may delay or retransmit the Entries to ACH. If we choose not to retransmit, we have no obligation to provide you with notice. You agree that any banking information related to an Entry that is Transmitted via your Electronic Network must, at all times from the point of the entry date through the Transmission of such banking information, be either encrypted or Transmitted via a secure session, in either case using a commercially reasonable technology that provides a level of security that, at a minimum, is equivalent to 128-bit RC4 encryption technology. Banking information includes any Entry, Routing Number, Account Number, PIN or other identification symbol. NACHA Rules, Article 1. Notifications of Change. We may notify you electronically, in writing by telephone, or otherwise regarding a Notification of Change (NOC), as defined in the Rules. You shall ensure that changes requested by the NOC are made within six (6) banking days of Company s receipt of the NOC information from us or prior to initiating another entry to the Receiver s account, whichever is later. If you fail to comply with this requirement we have the right to immediately terminate your access to the Service without further notice to you. Provisional Credit. Credit to your Account(s) for an ACH credit transaction is provisional until we, as the receiving financial institution obtains final settlement. If final settlement does not occur, we have the right to revoke the provisional settlement and charge back the Account(s). Inconsistency of Name and Account Number. You acknowledge and agree that, if an Entry describes the Receiver inconsistently by name and account number, payment of the Entry transmitted by the Bank to the Receiving Depository Financial Institution ( RDFI ) may be made by the RDFI (or by Bank in the case of an On-Us Entry) on the basis of the account number supplied by you, even if it identifies a person different from the named Receiver, and that your obligation to pay the amount of the Entry to Bank is not excused in such circumstances. Payment by You for Entries; Payment by ODFI for Entries. (a) If you are a Prefund ACH Customer, you shall pay us the amount of each credit Entry transmitted by us pursuant to this Agreement on the Effective Date which is entered in the file by Customer. If there are no sufficient funds in the Account(s), transactions may not be processed. (b) If you have an approved ACH credit limit, you shall pay us the amount of each credit entry transmitted by us pursuant to this Agreement at such time on the Settlement Date with respect to such credit entry as, in our discretion, may determine. If there are no sufficient funds in the Account(s) to cover the transaction, the service may be terminated immediately. (c) You shall promptly pay us the amount of each debit entry returned by an RDFI that was transmitted by us pursuant to this Agreement. FM-EP-105 (09/17) SRM, Website 10

11 (d) If applicable, we shall pay you the amount of each debit Entry transmitted by us pursuant to this Agreement at such time [on the Settlement Date with respect to] [within X days of the Settlement Date with respect to] such debit Entry as we, in our discretion, may determine, and the amount of each On- Us Entry at such time [on the Effective Entry Date with respect to] [within X days of the Effective Entry Date with respect to] such Entry as we, in our discretion, may determine. (e) We shall promptly pay you the amount of each credit Entry returned by an RDFI that was transmitted by us pursuant to this Agreement. Pre-notification and Rejection of Prenotification. You may send prenotifications in the format and on the medium prescribed by the Rules. If you have received notice that such prenotification has been rejected within the prescribed period by a RDFI as defined by the Rules (the Receiving Bank ), you will not initiate any corresponding Entry until the cause for the rejection has been corrected and another prenotification has been submitted and accepted within the time limits prescribed by the Rules. All Entries shall be processed and transmitted by you pursuant to the Rules. Our obligation hereunder in connection with the making of Entries shall be those of an Originating Depository Financial Institution (an Originating Bank ) under the Rules, unless otherwise specifically provided herein. Third Party Processors. You may not use any third party to process ACH Entries on your behalf, except with our specific prior written consent. If consent is given, you have full responsibility and liability for any action taken by any third party processor, including any authorized or unauthorized use of Security Codes by such third party. Erroneous Entry. If you discover that any Entry you have initiated was in error, you may notify us of such error and we may seek to correct the Entry on your behalf, consistent with the Rules. In all such cases, it shall be your responsibility to notify the affected third party that an Entry has been made which is at variance with the third party s authorization or is otherwise erroneous. Pre-funding- We require that you irrevocably make available to us, in actually and finally collected funds, the total amount of all ACH Credit Originations two (2) days prior to the time we process the items (to Prefund ). You may Prefund your credit originations by maintaining a sufficient balance of actually and finally collected funds in your Account(s). You authorize us, prior to processing the items, to deduct from your Account(s) the amount needed to Prefund the ACH credits. If you fail or refuse to Prefund the full amounts of your ACH credits in a cycle, the ACH Credit Order will not be processed. If you Prefund the ACH credits, your obligation to settle in respect of the Prefunded ACH credit items up to the amount of the Prefunding shall be automatically satisfied and discharged and replaced by an obligation of Bank to settle for the Prefunded items on the settlement date, but only to the extent the Prefund of the ACH credits are represented by final collected funds. Pre-funded ACH through RCB is available for ACH Credit entries not ACH debit entries. Accounts tied to a Sweep arrangement cannot use Pre-funded ACH. Pre-funded ACH is available to business and sole proprietor Accounts and should not be originated from personal accounts. 11. Bill Payment Service. Service Providers. We are offering you bill payment services ( Bill Payment Service ) through one or more Service Providers that we have engaged to process your bill payment transactions ( Bill Payment ) on our behalf. You agree that we have the right under this Agreement to delegate to the Service Providers all of the rights and performance obligations that we have under this Agreement, and that the Service Providers will be intended third party beneficiaries of this Agreement and will be entitled to all the rights and protections that this Agreement provides to us. Any information you provide may be used by us or any of the Service Providers to complete or otherwise deal with your transactions or comply with any laws, rules or regulations. If there is a dispute between you and us, or either of us and any other person (including any merchant, payee, financial institution or other intended or actual recipient of any bill payment), you authorizes us to obtain information regarding you, your Account(s) and your bill payment obligations (or the absence of them) from any party that was involved in the Bill Payment transaction or that might otherwise assist in the resolution of the dispute or problem. This may include financial and other information regarding you. FM-EP-105 (09/17) SRM, Website 11

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