Business Online Banking & Cash Management Application & Agreement

Transcription

1 Business Online Banking & Cash Management Application & Agreement Company Name: Account Number: (if more than one account complete Appendix A) Account Nickname: Services Requested: View Account Internal Funds Transfer E-Statements* Stop Payments Wire Transfers Bill Payments Remote Deposit Capture Service Positive Pay Service ACH Payroll Service ACH Billing Service ACH Corporate Payment/Billing (business to business only) Yes No *For e-statements, provide address for e-notifications: User Authorized to Access Requested Services: (if more than one User, complete Appendix B) Name: Access ID:(user name) Contact Phone Number: Contact Address: For Telephone Support, please indicate a question and answer so we can identify the User over the phone (e.g.: Question: What is the name of your first pet? Answer: George): Question: Answer: Rev 9/2016 Page 1 of 23

2 Secondary Review: To provide an additional layer of security, you may designate a secondary review of all electronic transactions, prior to the transactions being submitted to the Bank. Secondary Review is not required. Secondary Review/Approval is required prior to file transmission on: ACH Files Wire Transfers Bill Payments Remote Deposit Capture Review/Approval By: Contact phone number: Contact address: Computer Security: As outlined in the Security Procedures and Equipment Requirements section of the Service Agreement, by using Oregon Pacific Bank s Online Banking Service, the Company agrees to maintain the following security controls: Each Company employee with access to Oregon Pacific Bank s Online Banking Service will be required to have a separate username, password, security token, or other multi-factor authentication device. Safeguards will be put in place to prevent unauthorized transmissions (i.e. securing usernames, passwords and security tokens). Company employees with access to the Online Banking Service will be trained on basic security practices to protect sensitive information. Company will maintain up-to-date security software (anti-virus, anti-spyware, malware) and maintain a dedicated, actively managed firewall to protect against malicious activity. Company will ensure that computers are patched regularly with security updates for your Operating Systems (OS) and applications as they become available. Security Tips: Oregon Pacific Bank recommends the following security tips and asks that they are shared with all employees who have access to the Online Banking Service: Be suspicious of s purporting to be from the Bank. We will never request account numbers, user names, passwords or other confidential information via . Never click on hyperlinks or attachments from a suspicious or unknown source. Create strong passwords and use a different password for each website that is accessed. Never leave a computer unattended while using the Online Banking Service. Monitor accounts daily and immediately escalate any suspicious transactions to the Bank. There is a limited recovery window for ACH transactions or wire transfers. Acknowledgment of Security Information: Owner/Principal Officer: Date: Rev 9/2016 Page 2 of 23

3 Authorization: This Business Online Banking & Cash Management Application & Agreement is between the Company, its owners and principal officers and Oregon Pacific Bank. I am the owner or principal officer of the business account(s) listed above. I authorize the named User(s) to have full access rights to the services requested. I agree to notify the Bank immediately if User access should be restricted or terminated. I authorize the Bank to check the history of this company and its principals, to include, but not limited to, a business and individual credit history inquiry obtained through a credit reporting agency chosen by the Bank. I understand that all Owners or Principals of the Company will be required to personally guaranty ACH Billing Service transactions, if applicable. I understand the Company s liability under the Uniform Commercial Code as it relates to computer fraud and funds transfer fraud. I further acknowledge that Oregon Pacific Bank recommends the Company purchase an insurance policy which would protect the Company from potential losses associated with computer fraud and funds transfer fraud. I have read, fully understand and agree with Oregon Pacific Bank s Business Online Banking & Cash Management Service Agreement. By signing below, I agree and accept all terms of the agreement, as they apply to the Services requested. Requires signature of all Owners/Principal Officers of Company: Signature Date Signature Date Signature Date Oregon Pacific Bank Authorized Bank Signature Date Bank Use Only Date of Enrollment: Input By: Service Charges Assessed: Bill Pay Expanded Service Remote Deposit Capture Set-up Remote Deposit Capture Monthly Fee Positive Pay Monthly Fee Token Date Client Contacted: Date Security Token Issued: Rev 9/2016 Page 3 of 23

4 ACH Origination Service DELIVERY INSTRUCTIONS Entries must be formatted as required by the NACHA Rules. Entries must be transmitted no later than 4:00pm, one (1) business day prior to the Effective Entry Date. For credit entries, Oregon Pacific Bank requires the account to be funded at the time of file transmission, or at least 2 business days prior to the effective date, whichever is later. Expected date of first live file is: FILE TYPE OPTIONS Credits: Payroll (PPD) Corporate Payments (CCD) Single ACH Payment (CCD) Definitions: PPD = Prearranged Payment and Deposit (Personal only) CCD = Corporate Credit or Debit (Business only) Debits: Billing Payments (PPD) Corporate Billings (CCD) Single ACH Billing (CCD) FREQUENCY OF FILE SUBMISSIONS OPTIONS Weekly Bi-Weekly Semi-Monthly Monthly FILE LIMITS 1. Account # File Type Frequency Credit Entries - Total file limit on any one day $. Total amount of files for the month $. Debit Entries - Total file limit on any one day $. Total amount of files for the month $. 2. Account # File Type Frequency Credit Entries - Total file limit on any one day $. Total amount of files for the month $. Debit Entries - Total file limit on any one day $. Total amount of files for the month $. AUTHORIZED THIRD PARTY Client authorizes the Third Party designated below to deliver Electronic Funds Transfer files on their behalf. Client also authorizes Oregon Pacific Bank to contact the Third Party in the event of entry errors or questions. Client acknowledges that the Third Party agrees to follow the requirements under NACHA and the Bank s Electronic Funds Transfer Services Agreement. This authority will remain in effect until written notice of its revocation is received by Bank. Name of Third Party Phone Address Owner/Principal Officer: Date: Rev 9/2016 Page 4 of 23

5 ACH Origination Service Personal Guaranty (For ACH Debit Originators Only) Business Name: In consideration of Oregon Pacific Bank s approval of the Business s application to enter into an ACH (Automated Clearing House) Processing Agreement with the Bank, for processing debit billing files, I ( Guarantor ) guarantee the full and prompt (a) payment of amounts owing by business under the ACH Origination Services Agreement including, but not limited to, returned items, chargeback s and collection costs and (b) performance of all obligations of Business thereunder. This guarantee is a guarantee of payment/performance, and not a guarantee of collection, is unlimited, absolute, without condition (unconditional) and is revolving (continuing). Guarantor also agrees to pay all costs (including attorney s fees) of Bank in seeking payment or performance under this Guaranty. Any debt owing to the Guarantor by the Business will be subordinate to any debt owed by Business to the Bank. This Guaranty is binding upon the Guarantor, the Bank and their heirs, legal representatives, successors and assigns and is effective until written notice of termination (including notice of death) is received by the Bank. Any termination will not affect obligations arising prior to receipt of such notice by the Bank. Guarantor authorizes Bank to obtain and provide financial and other information about Guarantor with others and Guarantor will provide such information to Bank upon request. This agreement is made under the laws of Oregon and may not be changed or released except by writing signed by the Bank. Guarantor acknowledges and agrees that any legal proceedings arising out of or relating to this agreement will be commenced and prosecuted only in any state or federal court where Business could be sued by Bank. I have received a copy of the guaranty and agree to all its terms: X Signature of Guarantor Dated: Rev 9/2016 Page 5 of 23

6 Remote Deposit Capture Service Does the Company or Principals of the Company currently have Remote Deposit Capture with another financial institution? Yes No If yes, please list the account name and the financial institution. Account Name Financial Institution The following will be required in order to install the Remote Deposit Capture software: Windows 7 or higher Internet Explorer with updated browser (the software will not work with Chrome, Firefox, Safari or Edge Browsers) Local administrator level access (must be able to install software on the computer that will process Remote Deposit Capture deposits) As further described in the attached agreement, Company acknowledges the following: Company received a copy of the Remote Deposit Capture Quick Reference Guide. Checks will be properly endorsed prior to scanning. Stamp each scanned check with the Check Electronically Scanned for Deposit stamp and store the checks in a secure facility for 60 days. After 60 days the original checks will be destroyed using a method of destruction that protects any sensitive information contained in the checks from unauthorized use; for example, a cross-cut shredder or outside shred vendor. The daily cutoff time for same-day credit of deposits is 4:00 p.m. Deposits received after the cutoff time will be credited on the next business day. The Bank reserves the right to review any deposit and accept it for processing or reject the transaction. The Bank will contact client if the transaction is rejected. Company will promptly examine its account to confirm Bank has received the deposit. Company designates the following as accounts to which deposits of Electronic Items may be made, and estimates the daily deposit volume that may be deposited into the designated accounts. Account Number Account Name Daily Deposit Volume 1 $ 2 $ 3 $ 4 $ 5 $ Owner/Principal Officer: Date: Rev 9/2016 Page 6 of 23

7 Appendix A Additional Accounts Account Number: Account Nickname: User(s) Authorized to Access Account: Services Requested: View Account Internal Funds Transfer E-Statements* Stop Payments Wire Transfers Bill Payments Remote Deposit Capture Service Positive Pay Service ACH Payroll Service ACH Billing Service ACH Corporate Payment/Billing (business to business only) Yes No *For e-statements, provide address for e-notifications: Account Number: Account Nickname: User(s) Authorized to Access Account: Services Requested: Yes No View Account Internal Funds Transfer E-Statements* Stop Payments Wire Transfers Bill Payments Remote Deposit Capture Service Positive Pay Service ACH Payroll Service ACH Billing Service ACH Corporate Payment/Billing (business to business only) *For e-statements, provide address for e-notifications: Owner/Principal Officer: Date: Rev 9/2016 Page 7 of 23

8 Appendix B - Additional Users Name: Access ID (user name): Account Number(s): Services User Authorized to Access: View Account Internal Funds Transfer Stop Payments Wire Transfers Bill Payments Remote Deposit Capture Positive Pay ACH Origination Contact Phone Number: Contact Address: For Telephone Support, please indicate a question and answer so we can identify the User over the phone (e.g.: Question: What is the name of your first pet? Answer: George): Question: Answer: Name: Access ID (user name): Account Number(s): Services User Authorized to Access: View Account Internal Funds Transfer Stop Payments Wire Transfers Bill Payments Remote Deposit Capture Positive Pay ACH Origination Contact Phone Number: Contact Address: For Telephone Support, please indicate a question and answer so we can identify the User over the phone (e.g.: Question: What is the name of your first pet? Answer: George): Question: Answer: Owner/Principal Officer: Date: Rev 9/2016 Page 8 of 23

9 BUSINESS ONLINE BANKING - FEE SCHEDULE Monthly Maintenance Fee: View and Transfer Only Bill Pay Expanded Online Services Monthly fee for expanded services includes: Complete Expanded Online Services Telephone Support No charge $6.95 per month** $25.00 per month** Additional Fees with Expanded Online Services: Wire Fee Stop Payment Fee $15.00 per wire $15.00 per stop Remote Deposit Capture One-time set-up fee $100.00* Monthly maintenance fee (+ Expanded Online Services fee of $25.00/mo) $25.00 per month* Equipment lease or purchase from 3 rd party provider varies* Positive Pay Monthly maintenance fee (+ Expanded Online Services fee of $25.00/mo) ACH File Processing Fees File Management- ACH files received via online banking Funds Management- Single ACH transfers via online banking (business to business only) ACH per Item Fees ACH return items or correction items Notification of Change (NOC) Special Processing Fees File Reversals Research on items ($15.00 minimum) $25.00 per month** $20.00 per file** $0.95 per transfer $5.00 per item $1.00 per item $20.00 per file $20.00 per hour Security Token Fee New and replacements $24.00 each *Remote Deposit Capture one-time set-up fee, monthly maintenance fee, and the cost for one (1) single feed scanner is waived if; 1) the client has an Expanded Business Checking account or maintains their primary operating business checking account with Oregon Pacific Bank with an average balance of $50,000 or greater, or 2) the client maintains their primary operating business checking account and an outstanding loan balance of $250,000 or greater with Oregon Pacific Bank. Security Token and Expanded Online Banking fees are not waived. Additional scanners or multi-feed scanners will be charged to the client. **With the Expanded Business Checking account, the monthly Expanded Online Services fee, BillPay fee and Positive Pay fee are waived. In addition, it offers two free ACH files per month, $5 per file after the first two. Rev 9/2016 Page 9 of 23

10 BUSINESS ONLINE BANKING & CASH MANAGEMENT SERVICE AGREEMENT This Business Online Banking & Cash Management Service Agreement ("Agreement") explains the terms and conditions governing access to the Business Online Banking and Cash Management Services offered by Oregon Pacific Bank. The term Service or "Services" may or may not include Bill Payment, Wire Transfers, ACH Origination, Remote Deposit Capture and Positive Pay features. The client in the Agreement is referred to as "you", "your", business, or company and refers to each signer on an account. The terms "we", "us" "our" and the Bank refer to Oregon Pacific Bank. In addition to this Agreement, you agree to be bound by and will comply with the requirements in the Account Agreement, the Truth in Savings Disclosure, the Schedule of Fees and Charges, the Funds Availability Policy, the Electronic Funds Transfer Notice, the Bank's Rules and Regulations, the Rules and Regulations of any funds transfer system to which the Bank belongs and applicable state and federal laws and regulations. If there is a conflict between the Agreement and any initial disclosures you received when you opened your account(s), this Agreement will control. Online Banking Service Agreement Security Procedures. The use of the Access Code, in addition to other authentication methods described below, is a security procedure established by the Bank to authenticate the identity of the person attempting to gain access to the Service. The security procedure is not designed for the detection of errors. We may require you to change your Access Code from time to time for security reasons. You should keep your Access Code in a secure location. Any person having access to your Access Code will be able to access these Services and perform all transactions, including reviewing Account information and making Transfers to other Accounts and to other persons. You are responsible for safeguarding the Access Codes. Providing these Access Codes to another person effectively constitutes a grant of authority to access your accounts. You agree to comply with the Security Procedures and any other Security Procedures the Bank directs you to use, and you acknowledge and agree that the Security Procedures, including (without limitation) any code, password, personal identification number, user identification technology, token, certificate, layered security, or other element, means, or method of authentication or identification used in connection with a Security Procedure ( Security Devices ), constitute commercially reasonable security procedures under applicable law for the initiation of the Services you utilize, including without limitation, transfers and access to confidential information. You authorize us to follow any and all instructions entered and transactions initiated using applicable Security Procedures unless and until you have notified us, according to notification procedures prescribed by us, that the Security Procedures or any Security Device has been stolen, compromised, or otherwise become known to persons other than you and until we have had a reasonable opportunity to act upon such notice. You agree that the initiation of a transaction or instructions using applicable Security Procedures constitutes sufficient authorization for us to execute such transaction or instruction notwithstanding any particular designation by you of authorized persons or signature requirements identified on any signature card or other documents relating to your deposit account maintained with us, and you agree and intend that the submission of transactions and instructions using the Security Procedures will be considered the same as your authorized written signature in authorizing us to execute such transaction or instruction. You acknowledge and agree that you will be bound by any and all transactions initiated through the use of such Security Procedures, whether authorized or unauthorized, and by any and all transactions and activity otherwise initiated by you, to the fullest extent allowed by law. You further acknowledge and agree that the Security Procedures are not designed to detect error in the transmission or content of communications or transaction initiated by you and that you bear the sole responsibility for detecting and preventing such error. The Bank will provide designated Users with a User ID number and Password, tokens (if applicable), or other methods of authentication to be distributed to each User with respect to one or more of the Services. Users will be required to use the Security Device each time they access applicable Services. You agree to keep all Security Procedures and Security Devices protected, secure, and strictly confidential. You agree not to disclose or provide any Security Procedures or Security Devices to any unauthorized person. You also agree that Users will not share Security Devices with each other. Where you have the ability to change or modify a Security Device from time to time (e.g., a password or User Name), you agree to change Security Devices frequently in order to ensure the security of the Security Device. You agree to notify us immediately, according to notification procedures prescribed by us, if you believe that any Security Procedures or Security Device have been stolen, compromised, or otherwise become known to persons other than you or if you believe that any transaction or activity is unauthorized or in error. In the event of any actual or threatened breach of security, we may issue you a new Security Device or establish new Security Procedures as soon as reasonably practicable, but we will not be liable to you or any third party for any delay in taking such actions. You agree to indemnify, defend all claims, and hold the Bank harmless from any loss, damages, or expenses, including but not limited to attorney s fees, caused by you, your employees, or agents failure to keep the Security procedures or Security Device confidential and secure. You agree to notify us immediately, according to notification procedures prescribed by us, if the authority of any authorized Users will change or be revoked. You will recover and return to us any Security Devices in the possession of any of your authorized Users whose authority to have the Security Device has been revoked. We reserve the right to modify, amend, supplement, or cancel any or all Security Procedures, and/or to cancel or replace any Security Device, at any time and from time to time at our discretion. We will endeavor to give you reasonable notice of any change in Security Procedures; provided that we may make any change in Security Procedures without advance notice to you if we, in our judgment and discretion, believe such change to be necessary or desirable to protect the security of our systems and assets. Your implementation and use of any changed Security Procedures after any change in Security Procedures will constitute your agreement to the change and your agreement that the applicable Security Procedures, as changed, are commercially reasonable and adequate for the purposes intended. Equipment Requirements. In order to use the Services, you must have access to a personal computer ( PC ) or mobile device with Internet connection capability and related equipment (the Hardware ). Hardware and Software must meet minimum requirements of current supported versions. These minimums may change overtime. Once the Hardware has been properly connected and any required Internet access has been established, you will be able to access the Services website or mobile app. You are and will remain solely responsible for the purchase, hookup, installation, loading, operation and maintenance of the Hardware, Software, and the Internet access service to your PC, and for all related costs. You are solely responsible for virus and malware protection and maintenance of your PC. The Bank will have no responsibility for failures, interruption or other defects in the Services, which are occasioned by incompatible, improperly installed or improperly maintained hardware and software. The Bank may add to, modify, or replace software programs used in conjunction with providing the Services under this Master Agreement at its sole discretion and without notice, provided Services rendered to you are not substantially negatively affected or obligations altered. From time to time we may deem it necessary to hold training or retraining classes for you. You agree that you will require appropriate personnel to participate in such training. Payment for Services. You will pay the Bank the charges for the services provided in connection with this Agreement, as set forth in the Bank s Business Online Banking Fee Schedule attached hereto. All fees and services are subject to change upon thirty (30) days prior written notice from the Bank. Such charges do not include, and you will be responsible for payment of, any sales, use, excise, value added, utility or Member FDIC opbc.com Updated: 05/2016 Page 10

11 other similar taxes relating to such services, and any fees or charges provided for in the Depository Agreement between the Bank and you with respect to the Account. If you are eligible for certain fee waivers the Bank will re-certify this eligibility annually. You agree to pay the normal fees if you no longer meet the fee waiver requirements. Exclusion of Warranties and Limitation of Liability. Services are generally accessible 24 hours a day, seven days a week, except that the Services may be inaccessible for a reasonable period on a daily basis for system maintenance. We are not liable under this Agreement for failure to provide access due to a system failure or due to other unforeseen acts. We may modify, suspend, or terminate access to the Services at any time and for any reason without notice or refund of fees you have paid. The Bank may change the terms and conditions of this Agreement from time to time to conform with changes or advancements in our services, or as required by law or regulation. Use of Online Banking after the effective date of such changes will constitute your consent to the changes. You expressly agree that use of the Online Banking system and transmission of information through the Online Banking system is at your sole risk. Neither Bank nor anyone else involved with the creation, distribution, production or delivery of services available on the Online Banking system will be liable for any direct, indirect, incidental, special or consequential damages you suffer, this includes loss of use, data or profits, whether or not advised of the possibility of damage and on any theory of liability resulting from delays, non-deliveries, mis-deliveries or service interruptions. You agree to indemnify and hold harmless the Bank, its directors, officers, employees and agents from any claims resulting from your use of the Services, which causes damage to you or another party. Use of any information obtained through the Online Banking system is at your own risk. Indemnification. In addition to, and without limiting the generality of, the indemnification provisions of the Agreement, you will be liable to the Bank for and will indemnify and hold the Bank and its affiliates and their respective officers, directors, employees and agents harmless from and against any and all claims, causes of action, damages, expenses (including reasonable attorneys fees and other legal expenses), liabilities and other losses arising or resulting from acts or omissions, or from the provision of invalid or inaccurate data by you or by any other person or entity acting on the Company s behalf, including without limitation (a) a breach by you of any provision of the Agreement; (b) the Bank s debiting or crediting of the account of any person or entity as requested by you; and (c) the failure to act or the delay of any financial institution other than the Bank. Unauthorized Transactions and Other Errors or Questions. In case of unauthorized transactions, errors or questions about your transactions, you should as soon as possible notify us via one of the following: 1) Telephone us at during Customer Service hours; 2) Contact us through our website in the About Us section or at contact@opbc.com; and/or, 3) Write us at: Oregon Pacific Bank PO Box Florence, OR You will notify us of any discrepancy or of any unauthorized transaction or other error within 30 calendar days of the delivery or mailing by us of any statement of account relating to the Authorized Account, which time limits you agree are reasonable. If notification of an unauthorized transaction or other error is communicated orally, it will be confirmed promptly in writing. You will be deemed to have received any statement of account that are mailed by the Bank five business days after such mailing. The Bank will have no liability to you for any loss or damage sustained by you arising out of any unauthorized transaction referenced in a statement of account for the Authorized Account and no legal proceeding or action will be brought by you against the Bank to recover such loss or damage, unless (a) you will have given the written notice as provided for herein, and (b) such legal proceeding or action will be commenced within the period established by the Uniform Commercial Code (UCC). You waive any right to seek or enforce payment of attorneys fees related thereto. Compliance with Laws. You agree to comply with all applicable laws, rules, procedures and regulations with respect to the use of your accounts at the Bank and your use of the Services. The Bank will comply with regulations issued by the U.S. Treasury s Office of Foreign Assets Control ( OFAC ). It will be your responsibility to obtain information regarding such OFAC regulations. (This information may be obtained directly from the OFAC Compliance Hotline at OFAC or from OFAC s home page site at If any transactions is to a person or entity listed on OFAC s list of Specially Designated Nationals and Blocked Persons, by law the Bank will not complete the transaction and will block the funds until such time that OFAC issues a written release to the Bank. Governing Law. This Agreement, including all services provided by or relating to the services provided hereunder by the Bank, and all rights and obligations of the parties, will be construed in accordance with and governed by the laws of the State of Oregon. Amendments. From time to time, the Bank may amend any of the terms and conditions contained in this Agreement, including, without limitation, any Cutoff Time and any security requirements. In the event that performance of services under this Agreement would result in a violation of any present or future statute, regulation or governmental policy to which the Bank is subject, then this Agreement will be amended to the extent necessary to comply with such statute, regulation or policy. Alternatively, the Bank may terminate this Agreement if it deems such action necessary or appropriate under the circumstances. We will have no liability to you as a result of any such violation, amendment or termination. Any practices or course of dealings between the Bank and you, or any procedures or operational alterations used by us, will not constitute a modification of this Agreement nor will it be construed as an amendment to this Agreement. Assignments. You may not assign this Agreement to any other party. The Bank may assign this Agreement to any future, directly or indirectly, affiliated company. The Bank may also assign or delegate certain of its rights and responsibilities under this Agreement to independent contractors or other third parties. Termination. You may terminate this Agreement at any time for any reason in your sole discretion. Such termination will be effective on the second Banking Day following the day of the Bank s receipt of written notice of such termination or such later date as is specified in that notice. The Bank reserves the right to terminate this Agreement immediately upon providing written notice of such termination to you. Any termination of this Agreement will not affect any of the Bank s rights and your obligations with respect to any transactions already in process prior to such termination, or the payment obligations of you with respect to services performed by the Bank prior to termination. Survival. Any provision of this Agreement that by its very nature or context is intended to survive any termination, cancellation or expiration thereof, will so survive termination of this Agreement. Notices, Instructions, Etc. Except as otherwise expressly provided herein, the Bank will not be required to act upon any notice or instruction received from you or any other person, or to provide any notice or advice to you or any other person with respect to any matter, except as provided herein. You acknowledge that any systems you use to submit information to the Bank or that the Bank may use to receive s from you may not be secure. As such, you agree that, to the extent you submit any information to the Bank in communications, such communications will not contain any confidential or sensitive information. The Bank will be entitled to rely on any written notice or other communication believed by it to be genuine and to have been submitted by or signed by an Authorized Representative, and any such communication will be deemed to have been Member FDIC opbc.com Updated: 05/2016 Page 11

12 signed by such person. Except as otherwise expressly provided herein, any written notice or other written communication required or permitted to be given under this Agreement will be delivered, or sent by United States registered or certified mail, postage prepaid, by express carrier to 1365 Hwy 101 Florence, OR Except as otherwise expressly provided herein, any such notice will be deemed given when received. Right to Privacy Policy. Oregon Pacific Bank recognizes the importance of protecting the privacy of your personal information. It is our general policy to treat your account information as confidential. However, we will disclose information to third parties about your account or the transactions you make only in the following situations: 1) Where it is necessary for completing transactions; 2) Where it is necessary for activating additional services; 3) In order to verify the existence and condition of your account to a third party, such as a credit bureau or Biller; 4) To a consumer reporting agency for research purposes only; 5) In order to comply with a governmental agency or court orders; or, 6) If you give us your written permission. Please refer to the Bank s Privacy Notice for more details about our Policy, available at opbc.com. Confidentiality. Without limiting other confidentiality and nondisclosure provisions in this Agreement, you will hold all nonpublic information obtained pursuant to this Agreement in accordance with its customary and commercially reasonable procedures for handling highly confidential information and in accordance with any applicable laws, regulations and regulatory guidelines and will only use such information in connection with the services provided pursuant to this Agreement, and in any event may only make disclosure of any such information to the extent required by law (including statute, rule, regulation or judicial process), unless you obtain the Bank s prior written consent. Miscellaneous. Headings are used for reference purposes only and will not be deemed a part of this Agreement. The Bank may waive enforcement of any provision of this Agreement. Any such waiver will not affect the Bank s rights with respect to any other transaction or modify the terms of this Agreement. This Agreement may be executed in one or more counterparts, each of which will be deemed an original, but all of which together will constitute one and the same Agreement. In the event that any provision of this Agreement will be determined to be invalid, illegal or unenforceable to any extent, the remainder of this Agreement will not be impaired or otherwise affected and will continue to be valid and enforceable to the fullest extent permitted by law. Entire Agreement. This Agreement is the complete and exclusive statement of the agreement between the Bank and you with respect to the subject matter hereof and supersedes any prior agreement(s) between the Bank and you with respect to such subject matter. In the event of any inconsistency between the terms of this Agreement or agreements pertaining to Designated Account(s) or Services, the terms of this Agreement will govern. In the event performance of the services provided herein in accordance with the terms of this Agreement would result in a violation of any present or future statute, regulation or government policy to which the Bank is subject, and which governs or affects the transactions contemplated by this Agreement, then this Agreement will be deemed amended to the extent necessary to comply with such statute, regulation or policy, and the Bank will incur no liability to you as a result of such violation or amendment. No course of dealing between the Bank and you will constitute a modification of this Agreement, the Rules or the Security Procedures or constitute an agreement between the Bank and you regardless of whatever practices and procedures the Bank and you may use. Member FDIC opbc.com Updated: 05/2016 Page 12

13 Bill Pay Service Agreement You can arrange, at your option, for the payment of your current, future and recurring bills from your designated Bill Pay Account. For Bill Pay Service, your payee list may include utility companies, merchants, financial institutions, insurance companies, individuals, etc. within the United States whom you wish to pay through Bill Pay Service. Please include the full name of the Payee and a complete mailing address and telephone number for each payee, along with your account number with the Payee, the amount of the payment, and whether the payment is recurring. The Bank reserves the right to decline to make payments to certain persons and entities. On recurring payments, it is the responsibility of the account owner or designated authorized users to update Payee account information such as address changes, account numbers, etc. Payments are posted against your available balance, plus the available credit on your overdraft protection, if any, or other line of credit. Payment Scheduling. The earliest possible Scheduled Payment Date for each Biller (typically four (4) or fewer Business Days from the current date) will be designated within the application when you are scheduling the payment. Therefore, the application will not permit you to select a Scheduled Payment Date less than the earliest possible Scheduled Payment Date designated for each Biller. When scheduling payments you must select a Scheduled Payment Date that is no later than the actual Due Date reflected on your Biller statement unless the Due Date falls on a non-business Day. If the actual Due Date falls on a non-business Day, you must select a Scheduled Payment Date that is at least one (1) Business Day before the actual Due Date. Scheduled Payment Dates must be prior to any late date or grace period. Payment Authorization and Payment Remittance. By providing Oregon Pacific Bank with names and account information of Billers to whom you wish to direct payments, you authorize the Bank to follow the Payment Instructions that it receives through the payment system. In order to process payments more efficiently and effectively, we may edit or alter payment data or data formats in accordance with Biller directives. When we receive a Payment Instruction, you authorize us to debit your Payment Account and remit funds on your behalf so that the funds arrive as close as reasonably possible to the Scheduled Payment Date designated by you. You also authorize us to credit your Payment Account for payments returned to the Bank by the United States Postal Service or Biller, or payments remitted to you on behalf of another authorized user of the Bank. We will use our best efforts to make all your payments properly. However, we will incur no liability if we are unable to complete any payments initiated by you because of the existence of any one or more of the following circumstances: 1) If, through no fault of the Bank, your Payment Account does not contain sufficient funds to complete the transaction or the transaction would exceed the credit limit of your overdraft account; 2) The payment processing center is not working properly and you know or have been advised by the Bank about the malfunction before you execute the transaction; 3) You have not provided the Bank with the correct Payment Account information, or the correct name, address, phone number, or account information for the Biller; and/or, 4) Circumstances beyond control of the Bank (such as, but not limited to, fire, flood, or interference from an outside force) prevent the proper execution of the transaction and the Bank has taken reasonable precautions to avoid those circumstances. Provided none of the foregoing exceptions are applicable, if the Bill Pay Service causes an incorrect amount of funds to be removed from your Payment Account or causes funds from your Payment Account to be directed to a Biller which does not comply with your Payment Instructions, the Bank will be responsible for returning the improperly transferred funds to your Payment Account, and for directing to the proper Biller any previously misdirected transactions, and, if applicable, for any late payment related charges. Payment Methods. The Bill Pay Service reserves the right to select the method in which to remit funds on your behalf to your Biller. These payment methods may include, but may not be limited to, an electronic payment, an electronic to check payment, or a laser draft payment (funds remitted to the Biller are deducted from your Payment Account when the laser draft is presented to us for payment). Payment Cancellation Requests. You may cancel or edit any Scheduled Payment (including recurring payments) by following the directions within the application. There is no charge for canceling or editing a Scheduled Payment. Once the Bill Pay Service has begun processing a payment it cannot be cancelled or edited, therefore a stop payment request must be submitted. Stop Payment Requests. The Bank's ability to process a stop payment request will depend on the payment method and whether or not a check has cleared. The Bank may also not have a reasonable opportunity to act on any stop payment request after a payment has been processed. If you desire to stop any payment that has already been processed, you must contact Customer Service. Although the Bank will make every effort to accommodate your request, we will have no liability for failing to do so. We may also require you to present your request in writing within fourteen (14) days. The charge for each stop payment request will be the current charge for such service as set out in the applicable fee schedule. Exception Payments. Tax payments and court ordered payments may be scheduled through the Bill Pay Service; however, such payments are discouraged and must be scheduled at your own risk. In no event will the Bank be liable for any claims or damages resulting from your scheduling of these types of payments. We have no obligation to research or resolve any claim resulting from an exception payment. All research and resolution for any misapplied, mis-posted or misdirected payments will be the sole responsibility of you and not of the Bank. Bill Delivery and Presentment. This feature is for the presentment of electronic bills only and it is your sole responsibility to contact your Billers directly if you do not receive your statements. In addition, if you elect to activate one of the Bill Pay Service s electronic bill options, you also agree to the following: Information provided to the Biller - The Bank is unable to update or change your personal information such as, but not limited to, name, address, phone numbers and addresses, with the electronic Biller. Any changes will need to be made by contacting the Biller directly. Additionally it is your responsibility to maintain all usernames and passwords for all electronic Biller sites. You also agree not to use someone else's information to gain unauthorized access to another person's bill. We may, at the request of the Biller, provide to the Biller your address, service address, or other data specifically requested by the Biller at the time of activating the electronic bill for that Biller, for purposes of the Biller informing you about service and/or bill information. Activation - Upon activation of the electronic bill feature the Bill Pay Service may notify the Biller of your request to receive electronic billing information. The presentment of your first electronic bill may vary from Biller to Biller and may take up to sixty (60) days, depending on the billing cycle of each Biller. Additionally, the ability to receive a paper copy of your statement(s) is at the sole discretion of the Biller. While your electronic bill feature is being activated it is your responsibility to keep your accounts current. Each electronic Biller reserves the right to accept or deny your request to receive electronic bills. Authorization to obtain bill data - Your activation of the electronic bill feature for a Biller will be deemed by us to be your authorization for us to obtain bill data from the Biller on your behalf. For some Billers, you will be asked to provide us with your user name and password for that Biller. By providing us with such information, you authorize us to use the information to obtain your bill data. Member FDIC opbc.com Updated: 05/2016 Page 13

14 Notification - The Bank will use its best efforts to present all of your electronic bills promptly. In addition to notification within the Bill Pay Service, the Bank may send an notification to the address listed for your account. It is your sole responsibility to ensure that this information is accurate. In the event you do not receive notification, it is your responsibility to periodically logon to the Bill Pay Service and check on the delivery of new electronic bills. The time for notification may vary from Biller to Biller. You are responsible for ensuring timely payment of all bills. Cancellation of electronic bill notification - The electronic Biller reserves the right to cancel the presentment of electronic bills at any time. You may cancel electronic bill presentment at any time. The timeframe for cancellation of your electronic bill presentment may vary from Biller to Biller. It may take up to sixty (60) days, depending on the billing cycle of each Biller. The Bill Pay Service will notify your electronic Biller(s) as to the change in status of your account and it is your sole responsibility to make arrangements for an alternative form of bill delivery. We will not be responsible for presenting any electronic bills that are already in process at the time of cancellation. Non-Delivery of electronic bill(s) - You agree to hold the Bank harmless should the Biller fail to deliver your statement(s). You are responsible for ensuring timely payment of all bills. Copies of previously delivered bills must be requested from the Biller directly. Accuracy and dispute of electronic bill - The Bank is not responsible for the accuracy of your electronic bill(s). We are only responsible for presenting the information we receive from the Biller. Any discrepancies or disputes regarding the accuracy of your electronic bill summary or detail must be addressed with the Biller directly. This Agreement does not alter your liability or obligations that currently exist between you and your Billers. Service Fees and Additional Charges. Any applicable fees will be charged regardless of whether the Bill Pay Service was used during the billing cycle. There may be a charge for additional transactions and other optional services. You agree to pay such charges and authorize the Bank to deduct the calculated amount from your designated Billing Account for these amounts and any additional charges that may be incurred by you. Any fees associated with your standard deposit accounts will continue to apply. You are responsible for any and all telephone access fees and/or Internet service fees that may be assessed by your telephone and/or Internet service provider. Failed or Returned Transactions. In using the Bill Pay Service, you are requesting the Bank to make payments for you from your Payment Account. If we are unable to complete the transaction for any reason associated with your Payment Account (for example, there are insufficient funds in your Payment Account to cover the transaction), the transaction may not be completed. In some instances, you will receive a return notice from the Bank. In each such case, you agree that: 1) You will reimburse the Bank immediately upon demand the transaction amount that has been returned to the Bank; 2) For any amount not reimbursed to the Bank within fifteen (15) days of the initial notification, a late charge equal to 1.5% monthly interest or the legal maximum, whichever rate is lower, for any unpaid amounts may be imposed; 3) You will reimburse the Bank for any fees imposed by us as a result of the return; 4) You will reimburse the Bank for any fees or costs it incurs in attempting to collect the amount of the return from you; and, 5) We are authorized to report the facts concerning the return to any credit reporting agency. Alterations and Amendments. This Agreement, applicable fees and service charges may be altered or amended by the Bank from time to time. In such event, we will provide notice to you. Any use of the Bill Pay Service after the Bank provides you a notice of change will constitute your agreement to such change(s). Further, we may, from time to time, revise or update the applications, services, and/or related material, which may render all such prior versions obsolete. Consequently, we reserve the right to terminate this Agreement as to all such prior versions of the applications, services, and/or related material and limit access to only the Bank's more recent revisions and updates. In addition, as part of the Bill Pay Service, you agree to receive all legally required notifications via electronic means. Address or Banking Changes. It is your sole responsibility to ensure that the contact information in your user profile is current and accurate. This includes, but is not limited to, name, address, phone numbers and addresses. Changes can be made either within the application or by contacting Customer Service. Any changes in your Payment Account should also be made in accordance with the procedures outlined within the application's Help files. All changes made are effective immediately for scheduled and future payments paid from the updated Payment Account information. The Bank is not responsible for any payment processing errors or fees incurred if you do not provide accurate Payment Account or contact information. Service Termination, Cancellation, or Suspension. In the event you wish to cancel the Bill Pay Service, you may have the ability to do so through the product, or you may contact Customer Service via one of the following: 1) Telephone us at during Customer Service hours; 2) us at contact@opbc.com and/or 2) Write us at: Oregon Pacific Bank PO Box Florence, OR Any payment(s) the Bank has already processed before the requested cancellation date will be completed. All Scheduled Payments including recurring payments will not be processed once the Bill Pay Service is cancelled. The Bank may terminate or suspend Service to you at any time. Neither termination nor suspension will affect your liability or obligations under this Agreement. Biller Limitation. The Bank reserves the right to refuse to pay any Biller to whom you may direct a payment. We will notify you promptly if we decide to refuse to pay a Biller designated by you. This notification is not required if you attempt to make a prohibited payment or an exception payment under this Agreement. Returned Payments. In using the Bill Pay Service, you understand that Billers and/or the United States Postal Service may return payments to the Bank for various reasons such as, but not limited to, Biller's forwarding address expired; Biller account number is not valid; Biller is unable to locate account; or Biller account is paid in full. The Bank will use its best efforts to research and correct the returned payment and return it to your Biller, or void the payment and credit your Payment Account. Information Authorization. Your enrollment in the Bill Pay Service may not be fulfilled if the Bank cannot verify your identity or other necessary information. In order to verify ownership of the Payment Account(s) and/or Billing Account, the Bank may issue offsetting debits and credits to the Payment Account(s) and/or Billing Account, and require confirmation of such from you. Through your enrollment in the Service, you agree that the Bank reserves the right to request a review of your credit rating at its own expense through an authorized bureau. In addition, you agree that the Bank reserves the right to obtain financial information regarding your account from a Biller (for example, to resolve payment posting problems or for verification). Disputes. In the event of a dispute regarding the Bill Pay Service, you and the Bank agree to resolve the dispute by looking to this Agreement. You agree that this Agreement is the complete and exclusive statement of the agreement between you and the Bank which supersedes any proposal or prior agreement, oral or written, and any other communications between you and the Bank relating to the subject matter of this Agreement. If there is a conflict between what an employee of the Bank or Customer Service Department says and the terms of this Agreement, the terms of this Agreement will prevail. Member FDIC opbc.com Updated: 05/2016 Page 14