TRAVERSE CITY STATE BANK COMMERCIAL ONLINE BANKING AND ONLINE ACCESS AGREEMENT

Transcription

1 TRAVERSE CITY STATE BANK COMMERCIAL ONLINE BANKING AND ONLINE ACCESS AGREEMENT This Online Banking and Online Access Agreement ( Agreement ) contains the terms and conditions governing your use of Traverse City State Bank s ( Bank ) Online Banking program (the Program ). The Program is an Internet based service that will allow you to review and conduct financial transactions online. As used in this Agreement, you or your refers to the undersigned banking customer, its employees, agents and its authorized representatives, We, us, our and Bank refer to Traverse City State Bank, 333 West Grandview Parkway, Traverse City, Michigan, and any of its agents, independent contractors, designees or assigns that Bank may involve in providing services using the Program. ELIGIBLE ACCOUNTS Each Traverse City State Bank deposit product you have with us is called an Eligible Account. Eligible accounts include both Consumer Accounts and Commercial Accounts, including both deposit accounts and loans, including lines of credit. A Consumer Account is an account held by a natural person(s) established primarily for personal, family, or household purposes. A Commercial Account is any other account. Eligible Commercial Accounts shall be listed in the Account Authorization Form attached hereto and as modified by the account holders from time to time. Eligible Consumer Accounts will include all Consumer Accounts on which the customer is listed as an account holder or borrower. All accounts held in Bank by the customer or, in the case of Commercial Accounts, listed on the Account Authorization Form, shall be linked and will appear together and be viewable without regard to the ownership of the accounts. However, Commercial Accounts will not be viewable with Consumer Accounts. When an Authorized Representative or account holder accesses the Program, that person will be able to view and access all linked Commercial Accounts and all linked Consumer Accounts for which the person is a co-owner or authorized signer. AUTHORIZED REPRESENTATIVES FOR COMMERCIAL ACCOUNTS If you hold an Eligible Account(s) that is a Commercial Account(s), you will name one or more Authorized Representative(s) that will be allowed to access Eligible Accounts that are Commercial Accounts on your behalf and to name other Authorized Representatives to access Eligible Accounts that are Commercial Accounts on your behalf. Eligible Accounts that are Commercial Accounts that are linked together will appear together without regard to ownership of these accounts. Any Authorized Representative is authorized on such terms, conditions, and agreements as we may from time to time require, to access each Eligible Account in any manner and for any purpose available through the Program whether now available or available at some time in the future. RELATIONS TO OTHER AGREEMENTS The terms and conditions contained in this Agreement are in addition to those that apply to Eligible Accounts you hold with us, including additionally contracted for services such as automated clearing house in commercial account settings. Those account terms and conditions continue to apply, but the terms and conditions contained in this Agreement will govern any conflict or inconsistency with other account terms and conditions. For instance, there may be requirements that the Bank must verify two or more signatures on checks, but this requirement may not apply to transfers, including bill payments, made through the Program. Thus, in some instances, any one person may make transfers or pay bills even though two or more persons would be required to transfer or withdraw funds by check. This is a decision made by you, the user, when electing to use the Program. In addition, when using a particular function or service on the Page 1 of 13

2 Program, you will be subject to any posted fees, terms, conditions or rules applicable to such function or service, which are in addition to the terms and conditions of this Agreement. IF YOU DO NOT AGREE WITH ANY OF THE TERMS AND CONDITIONS OF THIS AGREEMENT AND/OR FEES, TERMS, CONDITIONS OR RULES OF ANY FUNCTION OF THE PROGRAM, THEN YOU SHOULD IMMEDIATELY CEASE ALL USE OF THE PROGRAM AND/OR THE APPLICABLE FUNCTION. HARDWARE, SOFTWARE, AND INTERNET ACCESS SERVICE You agree that you are responsible for all hardware, software, and Internet access services you use to access the Program. Accordingly, Bank is not responsible for any failure of this hardware, software, or Internet access service. ACCESS TO COMMERCIAL LINES OF CREDIT If you desire, you may use the Program to access any Commercial Line of Credit Accounts that are Eligible Accounts. Such access will allow transfer of any unused and available funds under said Commercial Lines of Credit to any Eligible Accounts. BILL PAYMENT You may use the Bill Payment function of the Program using funds in one or more of the Eligible Accounts that is a checking account. All payments are made from the designated Eligible Accounts each of which must be a checking account. Payment will be made electronically if the receiver has ability to accept electronic payments. Otherwise a paper check will be issued and forwarded to the payee by United States mail. Delivery of a paper check may take several additional days. Bank is not responsible for the timely delivery of postal mail or the improper transmission or handling of payments by a third party such as the failure of payee to properly post a payment to your account. You are responsible for providing contact information for each payee of a Bill Payment transaction. You are also responsible for providing any changes to this contact information as soon as you are aware of them in order to prevent a loss. Five (5) business days must be allowed for payment processing prior to the Payment Date (the date the payment is scheduled to be made). Your payee may require additional processing time, above and beyond our processing time. Using the Bill Payment service, you may only pay established payees with United States addresses. While payments to most payees can be made using the Bill Payment service, we reserve the right to refuse to make payments to certain payees, such as alimony, child support, tax and other court directed or government payments, fines or penalties. We are unable to process any payments to federal, state or local tax agencies. Requests for payments to third parties made before 2:30 p.m. (EST) on a Business Day are processed that day. Bill payment requests after 2:30 p.m. on a Business Day, or on a non-business Day, will be processed the next Business Day. Recurring bill payments set up by you through the Program, that fall on a non-business Day will be processed the following Business Day. Payments are processed (sent) on the date you specify, however we cannot guarantee when your payee will receive your payment or credit your account. You understand and agree that we are not responsible for the timely delivery of postal mail or the improper transmission or handling of payments by a third party such as the failure of the payee to properly post a payment to your account. Nor are we responsible for monitoring payments made through the Bill Payment function. If you have a Commercial Account and are paying bills from that account, you assume the entire risk of loss and indemnify and hold harmless from all loss, liability, claims, demands, judgments, and expenses arising out of or in any way connected with such use. If you have a Commercial Account, you may also initiate payments to pay your federal payroll taxes to the Internal Revenue Service and certain other federal and state taxes. Such transfers will be considered Tax Transfers under this Agreement. Before initiating any such Tax Transfer, you must furnish us with one or more Federal Tax Payment Service Authorizations and such other documents and instruments as we may request. The Program will allow you to originate an Automated Clearing House ( ACH ) credit in the amount of any tax payment from your designated commercial checking account to the account at the Federal Reserve or other financial institution of the government agency taxing authority. All such transfers will be made in accordance with the terms of this Agreement and the Operating Rules Page 2 of 13

3 of the National Automated Clearing House Association ( NACHA Rules ). Any Tax Transfer should be initiated at least one Business Day (a day on which we are open to provide services offered as part of the Program), other than Saturdays, Sundays, or bank holiday) prior to the day taxes are due. In no event shall Bank be liable for any penalty incurred by you for nonpayment of taxes on a timely basis due to interruption of the Program for any reason nor will failure of the Program to transmit Tax Transfers relieve you of any obligation to pay any tax to any taxing authority owed the tax and we will have no liability to you for any failure to pay any tax. When you have entered and transmitted a payment instruction, you authorize us or our agent to reduce the balance in your designated Eligible Account by an amount equal to that amount requested in your payment instruction to us. If there are insufficient funds in your designated Eligible Account to make the payments you have authorized, we may either refuse to pay the item or we may make the payment and thereby overdraw your designated Eligible Account. In either event, you are responsible for any non-sufficient funds (NSF) and overdraft charges we may impose as stated in your depositor agreement. Funds for payments clear your account as would any other ACH or paper item. ACH items usually clear within three (3) days; and paper items usually clear within five (5) days. Additional time may elapse due to payee processing delays or other delays in the postal service or electronic payment systems. Bill Payment transactions may not exceed $999,999.00, or the transaction limit established by Bank, whichever is lower. WE SHALL NOT BE LIABLE TO YOU FOR ANY DAMAGES RESULTING FROM AN NSF OR OVERDRAFT CHARGE. You have the right to stop or change any scheduled payment. You must cancel the payment by no later than 3:00 Eastern Time, on the Payment Date, by using the DELETE function on the Pending Bills page of Bank s Internet Banking Service. If you scheduled your payment to be processed at least five (5) business days before the Payment Date, and Bank or our agent does not properly complete a Bill Payment on time or in the correct amount, we will pay any late fees or finance charges as long as your account was in good standing with the payee prior to this incident. You will be required to produce proof of the payment in the form of a confirmation number, which you can print or record at the time the payment was scheduled. We shall not be responsible for any charges imposed or any other action taken by a payee resulting from a payment that you have not scheduled properly, including any applicable finance charges and late fees. IN ADDITION, WE WILL NOT BE LIABLE IF ANY THIRD PARTY THROUGH WHICH ANY BILL PAYMENT IS MADE FAILS TO PROPERLY TRANSMIT THE PAYMENT TO THE INTENDED PAYEE. WE WILL ALSO NOT BE LIABLE IN THE FOLLOWING INSTANCES: IF THERE ARE INSUFFICIENT FUNDS OR INSUFFICIENT CREDIT AVAILABLE IN YOUR DESIGNATED ELIGIBLE ACCOUNT AND/OR OVERDRAFT PROTECTION PLAN; IF A LEGAL ORDER DIRECTS US TO PROHIBIT WITHDRAWALS FROM THE ELIGIBLE ACCOUNT; IF THE ELIGIBLE ACCOUNT IS CLOSED OR FROZEN; OR IF ANY PART OF THE ELECTRONIC FUNDS TRANSFER SYSTEM IS NOT WORKING PROPERLY. WE WILL NOT BE LIABLE FOR INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OF BILL PAYMENT. Bank reserves the right to terminate your use of Bill Payment at any time without notice. If, for any reason, you should ever wish to cancel or terminate your Bill Payment service, you must inform us of your decision to do so in writing. We strongly suggest that you cancel all future bill payments at the same time that you cancel your service by deleting those payments yourself using Bank s Bill Payment service. This will ensure that future payments made by you will not be duplicated. We will automatically delete all outstanding payment orders (all individual payments and all recurring payments) once we have been notified that your service has been terminated. If you terminate a Bill Payment service, you authorize us to continue making payments that you have previously authorized until we have a reasonable opportunity to act upon your termination notice. Once we have acted upon your termination notice, we will make no further payments that you have previously authorized. If you do not log on for ninety (90) days, we may cancel your Internet Banking Service. If your service is cancelled at any time, your online Bill Payment information will be lost. The Bill Payment monthly fees, if any, cover service for the previous month and are effective upon enrollment. Fees will be charged to your designated Eligible Account, whether or not bill payments are made in the month. If the designated Eligible Account has insufficient funds to cover payment of the fees, we may deduct the fee from any other Page 3 of 13

4 checking and savings account that you may have with Bank, in any order we choose. If the fee cannot be paid, we may cancel Bill Payment. After cancellation, Bill Payment may be reinstated once sufficient funds are available in your account to cover all accrued Bill Payment fees and any other pending transfers or debits. TRANSFERS You may use the Program to direct us to transfer funds between your Eligible Accounts. Refer to the current deposit account agreement(s) for transfer and withdrawal limitations. Transfers initiated through the electronic banking system before 7:00 pm, Eastern Standard Time on a business day are posted to your account the same day. Transfers completed after this business day cutoff period or performed on a Saturday, Sunday or banking holiday (as recognized and posted by Bank as a bank holiday) will be posted on the next business day. In addition, if there are insufficient or uncollected funds in an account from which you are attempting to transfer funds the transfer may not be processed. WIRE TRANSFER SERVICES (COMMERCIAL ACCOUNTS ONLY) If you have a Commercial Account, you may request to be approved to send wire transfers through the Program. If approved, you agree to the terms and conditions in Exhibit A of this agreement, including the Security Procedures (as that term is defined in Exhibit A). PRIVACY DISCLOSURE OF ACCOUNT INFORMATION We will disclose information to third parties about your account or the transfers you make: 1. where it is necessary for completing transfers; or 2. in order to verify the existence and condition of your account for a third party, such as a credit bureau or merchant; or 3. in order to comply with government agency or court orders; or 4. if you give us written permission Our policy regarding the disclosure of customer information relating to Consumer Accounts is also regulated by the terms and conditions listed in the Bank s privacy policy notice. By using the Program, you acknowledge that you have received, read and understood our privacy policy notice. If you have not read our privacy policy notice, please do so before accessing the Program. Our Privacy Policy is at FEES You agree to pay us all fees that are in effect from time to time. Such fees may include monthly fees as well as fees for each transaction. Fees may change from time to time in accordance with the provisions of this Agreement. Changes will become effective when you are notified by the Bank. Commercial Online Banking Access No Fee First 10 Bill Pay Transactions No Fee Additional Bill Pay Transactions $.50 Wire Transfer (online banking) Domestic $18.00 Wire Transfer (online banking) Foreign $25.00 Security Token Replacement $15.00 Page 4 of 13

5 SECURITY (COMMERCIAL ACCOUNTS ONLY) In order to access your accounts and utilize the features offered on the Program, each Authorized Representative or account holder will need a Customer ID and Password. To utilize the Bill Payment, Wire Transfer and/or ACH Manager services online through our website, you will also need to use a password, PIN and code generated by a token that we will give you. You agree to protect and keep confidential your Customer ID,Password, PIN and token and not to disclose these to any person not an Authorized Representative or otherwise not authorized by you to access your accounts or use the services offered on the Program on your behalf. If your Customer ID, Password, PIN or token is disclosed to any person or entity, whether or not such person or entity is an Authorized Representative, you assume all risks and losses associated with the disclosure. You are encouraged to change passwords frequently to increase security. You must notify us immediately if you become aware that someone may attempt to use or has used the Program to access your accounts without your permission, or if you become aware of loss, theft, or unauthorized access to your Customer ID or Password have occurred. You will notify us by calling or during the hours of 9:00 a.m. to 5:00 p.m. Monday through Friday or by sending us an at info@tcstatebank.com. Data transferred via the electronic banking system is encrypted in an effort to provide transmission security, so that the electronic transmissions can be appropriately identified or authenticated by each other. We will authenticate your electronic banking system identity by means of a Customer ID and Password as well as by use of a PIN and code generated by a token in the case of Bill Payments, ACH Manager transactions, and/or Wire Transfers initiated through our website. Authentication procedures may change. You agree that electronic communications validated by these means will be given the same legal authority as written communications. You also agree that any electronic communications regarding Bill Payment entered on any third party website will be authenticated by the methods used by the operators of that website and that any electronic communications regarding Bill Payment entered through a third party website will be given the same legal authority as written communications. Notwithstanding our efforts to insure that the Program is secure, you acknowledge that the Internet is inherently insecure and that all data transfers, including electronic , occur openly on the Internet and potentially can be monitored and read by others. We cannot and do not warrant that all data transfers using the electronic banking system or regular transmitted to and from the Bank, will not be monitored or read by others. As a result, we will not send and we strongly suggest that you do not send us any confidential account information in the form of a personal message to our attention. You agree that these procedures provide a commercially reasonable degree of protection in light of your particular needs and circumstances. Data transmitted through this Program is encrypted for security. For all other communications see our Privacy Policy at and incorporated into this Agreement by reference. OUR LIABILITY FOR FAILURE TO MAKE A TRANSFER (CONSUMER ACCOUNTS ONLY) 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, when you have properly instructed us to do so, we will be liable to you for your losses or damages. We will NOT be liable, for instance: If, through no fault of ours, you do not have enough money in your account to make a transfer. If a legal order directs us to prohibit withdrawals from the account. If your account is closed, or if it has been frozen. If the transfer would cause your balance to go over the credit limit on your overdraft line or any other credit arrangement set up to cover overdrafts. If you, or anyone authorized by you, commits any fraud or violates any law or regulation. If any electronic terminal (ATM), telecommunication device, or any part of the electronic fund transfer system is not working properly and you knew about the problem when you started the transfer. If you have not properly followed the on-screen instructions for using the electronic banking system. If circumstances beyond our control (such as fire, flood, interruption in telephone service or other communication lines) prevent the transfer, despite reasonable precautions that we have taken. There may be other exceptions stated in our account agreement(s) with you. Page 5 of 13

6 YOUR LIABILITY FOR UNAUTHORIZED TRANSFERS AND ERROR RESOLUTION PROCEDURES (CONSUMER ACCOUNTS ONLY- IF APPLICABLE) Tell us AT ONCE if your Customer ID or Password has been lost or stolen. Telephoning is the best way of keeping your possible losses down. You could lose all the money in your account (plus your maximum overdraft line of credit). If you tell us within two business days, you can lose no more than $50.00 if someone used your Customer ID or Password without your permission. If you do NOT tell us within two business days after you learn of the loss or theft of your Customer ID or Password, and we can prove we could have stopped someone from using your Customer ID or Password without your permission if you had told us, you could lose as much as $500. Also, if your statement shows transfers that you did not make, tell us at once. If you do not tell us within 60 days after the statement was mailed to you, you may not get back any money you lost after the 60 days if we can prove that we could have stopped someone from taking the money if you had told us in time. If a good reason (such as a long trip or a hospital stay) kept you from telling us, we will extend the time periods. If you believe your Customer ID or Password has been lost or stolen or that someone has transferred or may transfer money from your account without your permission, call: or or write: Traverse City State Bank Attn: Nancy Haller, Sr. Vice President P.O. Box 192 Traverse City, MI For purposes of these disclosures, our business days are Monday through Friday. Holidays are not included. You may use your Customer ID and Password to: 1. Transfer funds between your checking and savings accounts whenever you request. 2. Pay bills directly from your checking account in the amounts and on the days you request. You will get a monthly account statement unless there are no transfers in a particular month. In any case you will get the statement at least quarterly. In case of errors or questions about your transactions, call or write us at the telephone number or address listed below, as soon as you can: Telephone us at or during business hours; or, write us at: Traverse City State Bank Attn: Nancy Haller, Sr. Vice President P.O. Box 192 Traverse City, MI If you think your statement is wrong or if you need more information about a transaction listed on the statement, we must hear from you no later than 60 days after we sent the FIRST statement on which the problem or error appears. When you contact us, you must: 1. Tell us your name and account number. 2. Describe the error or the transaction you are unsure about, and explain as clearly as you can why you believe it is an error or why you need more information. 3. Tell us the dollar amount of the suspected error. Page 6 of 13

7 If you tell us by telephone or electronic means ( ), we may require further that you send us your complaint in writing, along with your signature, within 10 business days after your initial notification. We will determine whether an error occurred within 10 business days after we hear from you, and will correct any error promptly. However, if we require more time to investigate your complaint or question, we may take up to 45 days to complete our review. If we decide to do this, we will provisionally credit your account within 10 business days for the amount you think is in error, so that you will have the use of the money during the time it takes us to complete our investigation. If we ask you to submit your complaint or question in writing and we do not receive it within 10 business days, we may not provisionally credit your account. We will tell you the results within three business days after completing our investigation. If we decide that there was no error, we will send you a written explanation. You may ask for copies of the documents that we used in our investigation. We may rescind any provisional credit provided to you if we find an error did not occur. YOUR LIABILITY FOR UNAUTHORIZED TRANSFERS (COMMERCIAL ACCOUNTS ONLY) You are responsible for any and all transactions and activities involving your accounts even if you have not given that person or entity authority to conduct the transaction or activity. You agree that any transaction initiated using your Customer ID or Password or those of any of your Authorized Representatives will be conclusively presumed to be authorized by you, including any transaction or use you may subsequently contend was not authorized by you. You must notify us immediately if you become aware that someone may attempt to use or has used the Program to access your accounts without your permission, or if you become aware of loss, theft, or unauthorized access to your Customer ID or Password have occurred. You will notify us by calling or during the hours of 9:00 a.m. to 5:00 p.m. Monday through Friday or by sending us an at info@tcstatebank.com. LOSS OF DATA You agree that, should your data be lost or destroyed as a result of your systems failure or interruption, you are responsible for all consequences resulting from such systems failure or interruption. You are responsible for verifying the accuracy and completeness of all transactions conducted through the Program including those affected by any system failure or interruption. OUR OBLIGATION TO CONDUCT TRANSACTIONS We are not obligated to conduct any transaction or instruction which does not comply with the terms and conditions of the Eligible Accounts. We may also refuse to honor any transaction we have reason to believe may not be authorized by you or any other party whose authorization may be necessary to effect the transaction. Nor will we honor any transaction, including that which involves funds subject to hold, dispute, or other restriction or legal process that we believe prevents their withdrawal or transfer. We will not honor any transaction or instruction that is in violation of any law, regulation, or Bank policy, procedure or practice. We will not honor any transaction or instruction that we have reasonable cause not to honor. LINKS TO OTHER WEBSITES The Program may contain links to other third-party websites. Unless noted on the Program, the Bank is not affiliated with, nor does the Bank sponsor or endorse, any of these sites, and provides such links solely for your convenience. Your use of these sites is at your own risk, and in no event shall Bank be responsible or liable for any information, content, products, services, practices or other materials on or available from or through such sites. INDEMNITY You agree to indemnify, defend, and hold us, our agents, subsidiaries, affiliates, officers, directors, employees, attorneys, and agents harmless from and against any and all claims, actions, proceedings, costs, damages, losses, liabilities, and expenses (including attorney fees and costs) arising out of or in connection with your access to and use of the Program, or submission of data, transactions, instructions, or information to us using the Program, breach of this Agreement, and/or violation of any applicable law or right of a third party. DISCLAIMER OF WARRANTIES YOU ACKNOWLEDGE THAT THE PROGRAM COULD INCLUDE TECHNICAL OR OTHER MISTAKES, INACCURACIES OR TYPOGRAPHICAL ERRORS; AND THAT THE PROGRAM MAY BECOME INOPERABLE OR OTHERWISE UNAVAILABLE FOR PERIODS OF TIME. REFERENCES TO THIRD PARTIES, THEIR Page 7 of 13

8 SERVICES AND PRODUCTS, ARE PROVIDED AS IS WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. YOUR USE OF THE PROGRAM IS AT YOUR OWN DISCRETION AND RISK AND WITH YOUR AGREEMENT THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM SUCH ACTIVITIES. NO ADVICE OR INFORMATION OBTAINED BY YOU FROM BANK, OR THROUGH OR FROM THE PROGRAM, SHALL CREATE ANY REPRESENTATION OR WARRANTY BY BANK. THE PROGRAM IS PROVIDED TO YOU ON AN AS IS BASIS, WITHOUT ANY REPRESENTATION OR WARRANTY OF ANY KIND OR NATURE. WITHOUT LIMITING THE FOREGOING, BANK MAKES NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE PROGRAM, OR THAT THE USE OF THE PROGRAM WILL BE UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEMS OR DATA. ALL OTHER CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY BANK, ITS LICENSORS AND CONTENT PROVIDERS. DAMAGES REGARDLESS OF THE FORM OF ACTION OR THEORY OF RECOVERY, IN NO EVENT SHALL BANK, ITS LICENSORS OR CONTENT PROVIDERS BE LIABLE OR RESPONSIBLE TO YOU IN ASSOCIATION WITH THE PROGRAM, OR YOUR USE THEREOF, FOR ANY: (A) INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES, EVEN IF WE OR THEY ARE AWARE OF THE POSSIBILITY OF SUCH DAMAGES; (B) LOST PROFITS, LOST REVENUE, LOSS OF DATA, LOST EXPECTANCY, OR BUSINESS INTERRUPTIONS; AND/OR (C) DIRECT DAMAGES IN ANY AMOUNT IN EXCESS OF THE FEES RECEIVED BY BANK IN CONNECTION WITH THE APPLICABLE SERVICE AND/OR TRANSACTION(S). ANY CLAIM RELATED TO THE PROGRAM MUST BE INITIATED WITHIN ONE (1) YEAR OF THE DATE YOU KNEW, OR REASONABLY SHOULD HAVE KNOWN, OF THE EXISTENCE OF SUCH CLAIM AGAINST BANK. COPYRIGHT AND TRADEMARK The images, text, screens, and web pages appearing on the Program are owned by us, or others, and are protected by copyright laws. 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 Site, without our express written permission. Unless otherwise noted, all other trademarks, service marks, and logos used on the Site are the trademarks, service marks or logos of Bank, or others as indicated. CHOICE OF LAW; DISPUTE RESOLUTION; JURY TRIAL WAIVER. This Agreement will be governed by and construed in accordance with the laws of the State of Michigan without regard to conflict or choice of laws rules. Any disagreement, issue, claim, or conflict arising out of or in connection with this Agreement will be determined by arbitration and not by a court. Arbitration will be held in Traverse City, Michigan and will be conducted under the Commercial Arbitration Rules of the American Arbitration Association ( AAA ). The arbitration will be conducted by a single arbitrator selected by the mutual agreement of the parties or, if the parties cannot agree, by the AAA. The decision of the arbitrator will be final and binding on both parties. Judgment upon the decision of the arbitrator may be entered in any court having jurisdiction in the State of Michigan. This section does not prohibit the right of either party to obtain provisional or ancillary remedies from a court of law in the State of Michigan before, during, or after the arbitration. The party that loses the arbitration shall pay the costs of the arbitration and the legal expenses of the prevailing party, including reasonable attorney fees. Page 8 of 13

9 THE UNDERSIGNED AND BANK ACKNOWLEDGE THAT THE RIGHT TO TRIAL BY JURY IS A CONSTITUTIONAL ONE, BUT THAT IT MAY BE WAIVED. EACH PARTY, AFTER CONSULTING OR HAVING HAD THE OPPORTUNITY TO CONSULT WITH COUNSEL OF THEIR CHOICE, KNOWINGLY AND VOLUNTARILY, AND FOR THEIR MUTUAL BENEFIT, WAIVES ANY RIGHT TO TRIAL BY JURY IN THE EVENT OF LITIGATION REGARDING THE PERFORMANCE OR ENFORCEMENT OF, OR IN ANY WAY RELATED TO, THIS AGREEMENT. WAIVER The failure of Bank to enforce any right or provision in the Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by Bank in writing. No waiver shall be implied from a failure of Bank to exercise a right or remedy. In addition, no waiver of Bank s right or remedy will affect the other provisions of the Agreement. MODIFICATION We reserve the right to change the terms and conditions of this Agreement, our Privacy Policy and the products, functions and services on the Program at any time in our sole discretion. We will notify you of the changes to the Agreement by mailing a notice describing the changes to your address on file with us at the time of the changes. Your continued use of the Program after you have been notified of any such changes signifies your agreement with these changes. TERMINATION You may terminate your use of the Program at any time by notifying us at least thirty (30) Business Days before the date you want the service terminated. We may require you to put your request in writing. We may terminate your use of the Program, in whole or in part, at any time without prior notice. Your access to the Program may be terminated automatically if your checking accounts are closed, or access to any of your accounts is restricted for any reason. Termination will not affect your liability or obligation under this Agreement, for transactions we have processed on your behalf. At any time, you may withdraw consent to have disclosures or other records provided to you electronically. If you withdraw consent, there will be no consequences to you. I/We the undersigned acknowledge receipt of a copy of this Agreement and agree to all terms and conditions contained therein. Commercial Customer Bank (Name of Business) (Customer Signature) (Print or type name of Customer) By: Its: Date: Date: Page 9 of 13

10 Wire Transfer Service Module. EXHIBIT A DOMESTIC AND INTERNATIONAL WIRE TRANSFER TERMS Upon approval of the bank, you may use the Program to initiate domestic and international wire transfers. Bank will transact the requested funds transfer by Fedwire, SWIFT or other similar funds transfer funds systems subject to the following terms and conditions. By requesting wire transfers, you consent to the following items: 1. Definitions: Unless otherwise defined in this document, the words or phrases used will have the meaning ascribed to them in UCC 4A (defined below): 1.1 Addendum - a writing intended to supplement these terms, such as a security procedure to be used. 1.2 Authorized Initiator - any other person designated by you, in a form acceptable to Bank, who may give Wire Transfer instructions to Bank in the Customer name, subject to the verification of such Payment Orders as described below. 1.3 Bank - the bank described below, also referred to as us, our or we Confirmation Notice - unless you request otherwise, confirmation of your payment order will appear on your monthly statement only. 1.4 Designated Account - the Bank account(s) you designate that we are to debit, draw on or against or otherwise receive payment for executing your Payment Order (defined below). If you do not provide an acceptable Designated Account, we may require cash or we will debit or draw against any other account you have with us. 1.5 Wire Transfer - the series of transactions, beginning with the delivery to us of a Payment Order (defined below) through the execution of the Payment Order, including any cancellation, reversal, adjustment, or posting. 1.6 Wire Transfer Business Day - means Monday through Friday, excluding federal and state holidays, before 4:00 p.m. ET. on which we and the Federal Reserve Banks are open for purposes of processing Wire Transfers. 1.7 Payment Order"-your instruction to us, that orders us to pay or cause another institution to pay a fixed or determinable amount of money to a beneficiary, whether or not the beneficiary is a third party and for which we are to be reimbursed for executing. We may require that you give us your Payment Order in a form acceptable to us. A Payment Order does not include transfer of funds by check, draft, other negotiable instruments, automated clearing house transactions or book entries. 1.8 UCC 4A - is Article 4A or a version of it such as Chapter 4A or Division 11 of the Uniform Commercial Code, as enacted in the state where we receive your Payment Order. 1.9 Wire Transfer Order Request Form or Wire Request Form is a document or online template that contains your Payment Order or request to cancel or change your Payment Order. 2. Applicable Rules. We may complete any portion of a Wire Transfer using any wire transfer network, cable or wireless transfer system we or our designee determine appropriate including, but not limited to, the Federal Reserve wire transfer network ( FedWire ), Telex or SWIFT. Each Wire Transfer will be governed by the rules of the applicable network/system, whether or not we are a member of the network/system. 3. Execution of Payment Orders. We may execute any Payment Order we receive that complies with the terms contained herein and in any addendum. If we are also the beneficiary s bank, the term execute includes our acceptance of your Payment Order for purposes of both this Agreement and of the application of UCC 4A to the entire transaction. We may use any means or routes we, in our sole discretion, consider suitable to affect your Wire Transfer. Page 10 of 13

11 4. Rejection of Payment Orders. We reserve the right, with or without cause, to refuse to accept or process any Payment Order. If we received your Payment Order before the end of the Wire Transfer Business Day we will notify you if possible before 5 p.m. ET, if we do not process it, otherwise we will give you notice on the next Wire Transfer Business Day. 5. Cancellation or Amendment of Payment Orders. If we receive a cancellation or stop payment instruction for a Payment Order we have not yet executed, we may, but are not obligated to cancel it. Any attempt to change/amend a Payment Order will operate as a cancellation instruction of the applicable Payment Order and the giving of a new Payment Order. Executed Payment Orders cannot be canceled or reversed. 6. Security Procedures to Verify Authenticity of Payment Orders. Customer agrees that the Security Procedure: (i) Is to be used to verify the authenticity and validity of Funds Transfer communications received by Bank in Customer s name (ii) Does not detect and is not intended to detect errors contained in the communications. (iii) Each customer approved for wire transfers will be provided a token for each authorized user and an access limit for payment orders. Unless otherwise required by law, any Payment Order, cancellation or stop payment that complies with the Security Procedure will be deemed enforceable as authorized by Customer. Customer agrees that it is the Customer s responsibility to insure the confidentiality and security of the Security Procedure and to timely notify Bank of any changes to Designated Authorizers, Authorized Initiators and Authorized Confirmers, as these terms are defined in the user guide and/or Bank s Wire Transfer Implementation Worksheet. An Authorized Initiator shall initiate electronically each Payment Order. Each Payment Order must include reference to the beneficiary, the beneficiary account number, the beneficiary address, the name of the beneficiary bank and its ABA number, the account number to be credited, and the Designated Account to debit. You agree to initiate under dual control or receive a call back. You agree that if a Payment Order is received from an Authorized Initiator, Bank may accept the request and process it in accordance with the Domestic and International Wire Transfer Terms, and that no further action is required by Bank to confirm the authenticity of the Payment Order. You agree these Security Procedures provide a commercially reasonable degree of protection in light of your needs and circumstances. 7. Wire Transfer Business Day For Accepting Payment Orders. We will take Payment Orders on Wire Transfer Business Days in the manner and at the locations we designate from time to time. Any communications regarding a Payment Order that we receive after the close of our Wire Transfer Business Day or at any time on a non-wire Transfer Business Day may be treated as received at the opening of the next Wire Transfer Business Day. We may (i) process your Wire Transfers and those of other customers in any order we choose and (ii) presume that no other financial institution to which or through which the Wire Transfer is sent has an earlier cut-off time than we have for accepting Wire Transfers. We reserve the right to and may modify our Wire Transfer Business Day and cutoff hours at any time and without prior notice. 8. Misdescription or Discrepancies in Payment Orders. We and any other institution involved in a Wire Transfer may, and are entitled to, rely solely upon the account number or other identifying number you provided to describe the beneficiary or the financial institution to which we are to issue the Payment Order, even if you provided a name which does not match the account or bank number. 9. Fees, Compensation and Costs. 9.1 Fees- You will pay us: (i) the applicable fees/charges/rates described in this document, disclosed by us when we receive your Payment Order and as disclosed in the contract that governs the Designated Account. In addition, you will pay for all actual expenses we incur to affect your Wire Transfer and any taxes imposed. 9.2 O verdrafts/increased lines related to C ustomer s Authorized A ccount. Bank may debit the Authorized Account for any Payment Order and applicable fees, even if the debit creates or increases an overdraft position or line of credit in the Authorized Account. Unless Bank otherwise agrees in writing, Bank has no duty to (i) effect a Payment Order including fees which exceed the available withdrawable balance or line of credit in the Authorized Account at the time Page 11 of 13

12 the Payment Order is received or (ii) lend money, extend credit or otherwise advance funds to Customer to pay for any Payment Order and/or fees. If Bank allows an overdraft, increase overdraft or line of credit to occur, Customer understands that such amount will be immediately due and payable with notice or demand by Bank. Customer agrees to cause sufficient collected and available funds to cover the total amount of the overdrafts and/or increased line of credit to be deposited for credit to the Authorized Account by the close of that Funds Transfer Business Day. Customer will pay Bank for the use of funds and overdraft charges as disclosed in the agreement covering its Designated Account. If no fee for use of funds is described in the agreement governing the designated account, Customer agrees to pay interest on the excess line of credit at a rate of 2% above the rate stated for draws against the line of credit. Customer understands that if Bank allows overdrafts, Bank may discontinue the practice of allowing overdrafts at any time, without cause or prior notice. 9.3 Compensation to You - If we owe you compensation in the form of penalty or interest, it will be payable at the Federal Funds rate of interest computed on the basis of a year of 360 days. You agree to waive your right to assert that any other rate of interest will apply. You agree that you shall not be entitled to interest on any refund otherwise due you as a result of Wire Transfer which is determined to be unauthorized, erroneous or otherwise unenforceable in whole or in part, unless you shall have first given Bank notice of the relevant facts which cause you to believe that the Wire Transfer was unauthorized or unenforceable within 30 days after the date you received notification from Bank that the order was accepted or that your account was debited with respect to the Wire Transfer. 10. Limitation of Liability. Unless otherwise required by law or stated in this document, we will not be liable to you, your intended beneficiary or anyone else because of: (i) acts or omissions of any governmental agency, the beneficiary bank (unless it is us), other financial institution or other person or entity through which a Wire Transfer is effected (whether or not selected by us) to turn over, account for, obtain a receipt or identification from the person to whom it paid the funds, (ii) any losses or damages suffered because of present or future laws, regulations, policies, decrees or orders exercised by any de jure or de facto government agency which causes any delay, mistakes, interruptions, omissions, mutilations, errors, defaults, loss or destruction of any kind in connection with the transmission of messages by cable, telegraph, or wireless transfer, or in or through the mails or any other public operated carrier or agency which is beyond our reasonable control, (iii) our failure to perform under this Agreement due to causes beyond our reasonable control, including but not limited to, any act of God, equipment failure, system failure, labor dispute, or the failure of any third party to provide any electronic or telecommunications service used by us, (iv) our failure or refusal to refund to you the amount of the fees or a Payment Order that you paid to us unless we have determined that the Payment Order has been effectively stopped and we have received a refund of the Payment Order and/or indemnifications we deem adequate, or (v) for detecting errors contained in any communication or information you provide to us. Further, we will not be liable for any duplicate payment orders. If we are liable to you for compensable damages that are recoverable under UCC 4A as modified by this Agreement, you agree that our liability to you, unless otherwise required by law, will not exceed your actual, foreseeable and provable damages. Notwithstanding any provisions to the contrary, IN NO EVENT WILL WE BE LIABLE FOR ANY CONSEQUENTIAL, SPECIAL, PUNITIVE OR INDIRECT DAMAGES OR LOSSES EVEN IF WE WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES 11. Customer Indemnity. You will indemnify and hold us harmless from and against any, cost, liability or expense (including reasonable attorney and paralegal fees) arising out of any claim by anyone alleging that a Payment Order contravenes or compromises the rights, title or interest of any third party, contravenes any law, rule, regulation, ordinance, court order or other mandate or prohibition with the force or effect of law ( Claim ), unless the Claim arises out of our failure to exercise ordinary care, failure to act in good faith or failure to act in accordance with your instructions. 12. Governing Law, Jurisdiction, Venue and Service of Process. All Payment Orders are to comply with US federal laws, regulations, Presidential Orders and state laws as applicable. Customer will not request any Wire Transfer to or for the benefit of any business, person or country subject to U.S. sanction or prohibited by the Office of Foreign Asset Control. This document, any Addendum, and each Wire Transfer request (together forming the Wire Transfer Agreement ( Agreement ) shall be governed by the laws (excluding the law of conflicts) of the state of Michigan and applicable Page 12 of 13

13 federal law. You and we will submit to the personal jurisdiction of any federal or state court located in said state for resolving any disputes arising out of or in connection with Wire Transfers. Service of process of any legal action by the parties arising under or subject to this Agreement will be conclusively deemed sufficient if a copy is mailed by U.S. mail from anywhere in the United States, delivered in person or electronically to you at the address in our records or if to us at the address designated below. 13. WAIVER OF JURY TRIAL. IN THE EVENT OF A DISPUTE ARISING UNDER THIS AGREEMENT BOTH YOU AND WE DO AND WILL WAIVE ANY RIGHT TO TRIAL BY JURY EITHER MAY HAVE. YOU UNDERSTAND THAT WITHOUT THIS WAIVER YOU MAY HAVE A RIGHT TO A JURY TRIAL ON SUCH MATTERS, BUT YOU NEVERTHELESS AGREE VOLUNTARILY TO WAIVE THAT RIGHT. YOU ACKNOWLEDGE THIS PROVISION HAS BEEN BROUGHT TO THE ATTENTION OF YOUR LEGAL COUNSEL OR YOU HAD THE OPPORTUNITY TO DO SO. 14. Recording of Communications. We may record telephone conversations you have with us for the purpose of resolving any controversy regarding the communication. 15. Authorization. You authorize us to execute your Wire Transfer by any method we deem appropriate. Domestic Payment Orders will be payable to us in U.S. Dollars and will be paid in U.S. Dollars. If a foreign currency is designated, we shall request the Correspondent Bank to convert the funds into that currency at the Correspondents s buying rate of exchange at the time of conversion. 16. Termination. Neither party is obligated to request or receive Payment Orders. We may terminate this service at any time without prior notice. 17. Notices. Unless otherwise stated in this document or required by law, all notices required or permitted to be given may be given: (i) to you by any commercially reasonable means including, but not limited to telephone, regular mail, facsimile or other electronic means, at any phone number or address we have for you in our records, (ii) to us by facsimile or personal delivery at the address or fax number stated below. All notices are effective when received. 20. Severability. If any term in this document is determined to be unenforceable, the rest of the terms of this document will remain in full force and effect. 21. Entire Agreement. The terms contained in this document and the Wire Transfer Authorization and Security Procedure document, attached to the Online Banking and Online Access Agreement as Exhibit A, constitute the entire agreement between the parties for Wire Transfers. To the extent there are any inconsistencies between the terms of this Agreement and the contract governing the Designated Account, the terms of this document shall control. No representation or statement not expressly contained in this document or any Addendum will be binding upon either party. 22. Assignment. This Agreement shall be binding on and inure to the benefit of any legal successor to you or us. You agree to notify us of any merger involving you, to which you are not the successor in interest. 23. Acceptance. You acknowledge that you have received and agree to the Domestic and International Wire Transfer Terms; as such terms may be revised from time to time. You also agree that the Security Procedure described above is commercially reasonable for the types of transactions you will conduct. 24. Erroneous Instructions. If Bank complies with a funds transfer instruction or other transaction which is transmitted or authorized by Customer or Customer s agent, and the instruction is erroneous in any way, Customer shall be obligated to pay the amount of the transaction whether or not Bank complied with any applicable Security Procedure. Page 13 of 13